SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
(Mark One)*
[X] Quarterly report pursuant to section 13 or 15(d) of the
Securities Exchange Act of 1994 for the quarterly period ended
September 30, 1995 or
[ ] Transition report pursuant to section 13 or 15(d) of the
Securities Exchange Act of 1934 for the transition period from
to .
Commission File No. 0-7152
DEVCON INTERNATIONAL CORP.
(Exact name of Registrant as specified in its charter)
FLORIDA 59-0671992
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)
1350 E. NEWPORT CENTER DRIVE, SUITE 201,
DEERFIELD BEACH, FL 33442
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(305) 429-1500
Securities registered pursuant to section 12(g) of the Act:
COMMON STOCK, $.10 PAR VALUE
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the Registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days:
YES X NO
As of November 13, 1995, the number of shares outstanding of the
Registrant's Common Stock was 4,431,177.
DEVCON INTERNATIONAL CORP.
AND SUBSIDIARIES
INDEX
Page
Number
Part I. Financial Information:
Consolidated Balance Sheets - September
30, 1995 and December 31, 1994. . . . . . . . . .
Consolidated Statements of Operations and
Retained Earnings - Three and Nine Months
Ended September 30, 1995 and 1994 . . . . . . . .
Consolidated Statements of Cash Flows -
Nine Months Ended September 30, 1995
and 1994. . . . . . . . . . . . . . . . . . . . .
Notes to Consolidated Financial Statements. . . .
Management's Discussion and Analysis of
Financial Conditions and Results of
Operations. . . . . . . . . . . . . . . . . . . .
Part II. Other Information . . . . . . . . . . . . . . . .
PART I. FINANCIAL INFORMATION
DEVCON INTERNATIONAL CORP.
AND SUBSIDIARIES
Consolidated Balance Sheets
September 30, 1995 and December 31, 1994
[CAPTION]
<TABLE>
<S> <C> <C>
September 30, December 31,
1995 1994
(Unaudited) (Audited)
ASSETS
Current assets:
Cash $ 311,735 $ 159,118
Cash equivalents 965,491 920,944
Receivables, net 12,241,161 14,600,993
Prepaid expenses 1,058,514 986,317
Inventories 7,745,557 8,131,881
Costs in excess of billings
and estimated earnings 2,718,921 2,611,494
Total current assets 25,041,379 27,410,747
Property, plant and equipment
Land 5,767,976 5,498,857
Buildings 4,197,866 4,233,720
Leasehold interests 12,582,739 12,454,758
Machinery and equipment 71,215,161 69,865,911
Furniture and fixtures 1,003,936 970,571
Construction in process 2,442,807 2,285,638
97,210,485 95,309,455
Less accumulated depreciation (45,444,868) (43,761,782)
51,765,617 51,547,673
Investments in unconsolidated
joint ventures and affiliates 230,280 230,280
Advances to unconsolidated joint
ventures and affiliates 1,029,764 1,351,454
Receivables, net 17,580,855 18,420,072
Intangible assets, net of
accumulated amortization 1,121,935 500,582
Other assets 715,502 1,044,311
$ 97,485,332 $100,505,119
See accompanying notes to consolidated financial statements.
</TABLE>
DEVCON INTERNATIONAL CORP.
AND SUBSIDIARIES
Consolidated Balance Sheets
September 30, 1995 and December 31, 1994
<TABLE>
<CAPTION>
<S> <C> <C>
September 30, December 31,
1995 1994
(Unaudited) (Audited)
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable, trade and other $ 6,481,929 $ 6,598,439
Accrued expenses and other
liabilities 974,744 1,273,003
Notes payable to banks 3,347,000 2,480,000
Current installments of
long-term debt 7,163,660 7,033,073
Billings in excess of costs and
estimated earnings 87,777 56,278
Income taxes 34,316 50,000
Total current liabilities 18,089,426 17,490,793
Long-term debt, excluding current
installments 15,544,641 18,074,674
Minority interest in consolidated
subsidiaries 1,049,051 771,503
Deferred income taxes 1,429,000 1,429,000
Other liabilities 990,730 1,084,058
Total liabilities 37,102,848 38,850,028
Stockholders' Equity:
Common stock, $0.10 par value
Authorized 15,000,000 shares;
issued and outstanding 4,431,177
shares in 1995 and 1994 443,118 443,118
Additional paid-in capital 11,740,700 11,740,700
Retained earnings 48,198,666 49,471,273
Total stockholders' equity 60,382,484 61,655,091
$ 97,485,332 $100,505,119
See accompanying notes to consolidated financial statements.
</TABLE>
DEVCON INTERNATIONAL CORP.
AND SUBSIDIARIES
Consolidated Statements of Operations and Retained Earnings
Three and Nine Months Ended September 30, 1995 and 1994
(Unaudited)
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Three Three Nine
Months Months Months
Ended Ended Ended
Sept 30, Sept 30, Sept 30,
1995 1994 1995
Concrete and related
products revenues $ 8,032,604 $10,443,873 $27,791,599
Contracting revenues 3,366,867 4,816,284 11,228,479
Other revenues 764,723 980,649 2,756,455
Total revenues 12,164,194 16,240,806 41,776,533
Cost of concrete and
related products
revenues 6,804,224 7,628,512 21,384,054
Cost of contracting
revenues 3,262,097 3,934,707 9,859,228
Cost of other revenues 621,861 759,279 2,030,509
Gross profit 1,476,012 3,918,308 8,502,742
Selling, general and
administrative expenses 2,881,931 2,783,851 8,444,395
Operating income
(loss) (1,405,919) 1,134,457 58,347
Other income (deductions)
Interest expense (632,335) (668,228) (1,947,086)
Gain on sale of equipment 2,841 16,950 156,062
Interest and other income 88,562 204,109 324,420
Minority interest 48,907 37,277 135,650
(492,025) (409,892) (1,330,954)
Income (loss) before
income taxes (1,897,944) 724,565 (1,272,607)
Income taxes - - -
Net earnings (loss) (1,897,944) 724,565 (1,272,607)
Retained earnings,
beginning of period 50,096,610 48,542,117 49,471,273
Retained earnings, end
of period $48,198,666 $49,266,682 $48,198,666
Earnings (loss) per share $ (.42) $ .16 $ (.28)
Weighted average number of
shares outstanding 4,562,317 4,569,590 4,560,046
(continued)
<S> <C>
Nine
Months
Ended
Sept 30,
1994
Concrete and related
products revenues $30,170,067
Contracting revenues 16,928,440
Other revenues 3,271,926
Total revenues 50,370,433
Cost of concrete and
related products revenues 22,380,499
Cost of contracting revenues 14,036,908
Cost of other revenues 2,520,035
Gross profit 11,432,991
Selling, general and
administrative expenses 8,310,311
Operating income (loss) 3,122,680
Other income (deductions)
Interest expense (2,008,694)
Gain on sale of equipment 32,617
Interest and other income 648,979
Minority interest 111,293
(1,215,805)
Income (loss) before
income taxes 1,906,875
Income taxes -
Net earnings (loss) 1,906,875
Retained earnings, beginning
of period 47,359,807
Retained earnings, end
of period $49,266,682
Earnings (loss) per share $ .42
Weighted average number of
shares outstanding 4,561,595
See accompanying notes to consolidated financial statements.
</TABLE>
DEVCON INTERNATIONAL CORP.
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Nine Months Ended September 30, 1995 and 1994
(Unaudited)
[CAPTION]
<TABLE>
<S> <C> <C>
1995 1994
Cash flows from operating activities:
Net earnings (loss) $(1,272,607) $ 1,906,875
Adjustments to reconcile net
earnings to net cash provided
by operating activities:
Depreciation and amortization 3,546,623 4,948,795
Provision for doubtful accounts
and notes 223,000 225,000
Gain on sale of equipment (156,069) (32,617)
Minority interest income (48,907) (111,293)
Changes in operating assets and
liabilities:
Decrease (Increase) in receivables,
net 912,839 (2,023,577)
Increase in costs in excess
of billings and estimated
earnings (107,427) (1,228,304)
Decrease (Increase) in
inventories 386,324 (69,561)
Increase in other current assets (72,197) (284,346)
Increase in other assets (24,190) (150,103)
Increase (Decrease) in accounts
payable, trade and other (144,289) 429,318
Increase in billings in excess
of costs and estimated earnings 31,499 336,000
Decrease in income taxes payable (15,684) (121,267)
Increase (Decrease) in other
liabilities (93,328) 288,755
Net cash provided by
operating activities 3,165,587 4,113,675
Cash flows from investing activities:
Purchase of property, plant and
equipment (3,870,453) (2,850,036)
Proceeds from disposition of
property, plant and equipment 640,601 530,536
Payment to acquire subsidiary
company (1,000,000) -
Issuance of notes (227,233) (1,827,546)
Payments received on notes 2,643,443 344,189
Advances to affiliates (18,310) (92,294)
Advances from affiliates 340,000 100,000
Net cash used in
investing activities (1,491,952) (3,795,151)
See accompanying notes to consolidated financial statements.
</TABLE>
DEVCON INTERNATIONAL CORP.
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Nine Months Ended September 30, 1995 and 1994
(Unaudited)
[CAPTION]
<TABLE>
<S> <C> <C>
1995 1994
Cash flows from financing activities:
Proceeds from debt $ 6,509,127 $ 5,727,223
Principal payments on debt (8,041,573) (6,576,617)
Net borrowings from bank overdrafts 55,975 415,031
Net cash used in
financing activities (1,476,471) (434,363)
Net increase (decrease) in
cash and cash equivalents 197,164 (115,839)
Cash and cash equivalents,
beginning of period 1,080,062 1,263,827
Cash and cash equivalents,
end of period $ 1,277,266 $ 1,147,988
Supplemental disclosures of
cash flow information
Cash paid for
Interest $ 2,011,139 $ 1,782,174
Income taxes $ 33,986 $ 156,825
See accompanying notes to consolidated financial statements.
</TABLE>
DEVCON INTERNATIONAL CORP.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements include the accounts of the
Company and its majority-owned subsidiaries.
The accounting policies followed by the Company are set forth in
Note (l) to the Company's financial statements included in its
Annual Report on Form 10-K for the fiscal year ended December 31,
1994.
In the opinion of management, the accompanying unaudited
consolidated financial statements contain all adjustments necessary
to present fairly the Company's financial position as of September
30, 1995 and the results of its operations and cash flows for the
nine months ended September 30, 1995 and 1994.
The results of operations for the nine months ended September 30,
1995 are not necessarily indicative of the results to be expected
for the full year.
On August 16, 1995, the Company acquired, for $1,000,000 cash, the
stock of Societe des Carriers de Grand Case (SCGC) a French company
engaged in the ready mix concrete and quarry business on the French
island of St. Martin.
The transaction was accounted for as a purchase. The financial
effects of this acquisition were not material to the Company's
financial position or results of operations.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
All dollar amounts of $1.0 million or more are rounded to the
nearest one tenth of a million; all other dollar amounts are
rounded to the nearest one thousand and all percentages are stated
to the nearest one tenth of one percent.
RESULTS OF OPERATIONS
Comparison of Three Months Ended September 30, 1995 vs Three Months
Ended September 30, 1994
REVENUES
The Company's revenues during the third quarter of 1995 were $12.2
million, as compared to $16.2 million during the third quarter of
1994. This 25.1 percent decrease was primarily due to decreases in
the Company's land development contracting division and concrete
and related products division revenues.
The Company's concrete and related products division revenues
decreased 23.1 percent to $8.0 million during the third quarter of
1995 from $10.4 million during the third quarter of 1994. This
decrease was primarily due to the disruption in operations caused
by Hurricanes Luis and Marilyn. Hurricane Luis, which struck
Antigua, St. Maarten and St. Martin on September 5th caused serious
property damage on both islands. Hurricane Marilyn, which struck
St. Thomas and St. Croix on September 15th, caused extensive
property damage on St. Thomas. The Company's plants and equipment
did not suffer significant damage and reopened within a week of the
storms; however, except for St. Maarten and St. Martin, sales
volumes have not yet returned to or exceeded pre-storm levels. The
Company believes that demand for concrete and related products in
1996 will be stronger in Antigua, St. Maarten, St. Martin and St.
Thomas, as the owners of storm damaged homes and businesses begin
and continue repair and rebuilding work.
Revenues from the Company's land development contracting division
decreased by 30.1 percent to $3.4 million during the third quarter
of 1995 from $4.8 million during the third quarter of 1994. This
decrease was primarily attributable to the completion in late 1994
of several construction contracts obtained during the latter part
of 1993. The Company's contracting division operations were not
adversely affected by Hurricanes Luis and Marilyn, although the
Company has acquired one new construction project and believes it
will acquire other storm- related projects. The Company's backlog
of unfilled portions of land development contracts at September 30,
1995 was $9.2 million, involving twelve projects. As a result of
the Company's current backlog it does not appear likely that the
Company will achieve the contract revenue levels obtained in 1994.
The Company expects that most of the backlog outstanding at
September 30, 1995 will be completed by the end of 1995.
Revenues from the Company's other operations (a marina and a
ceiling tile manufacturing partnership) were $765,000 during the
third quarter of 1995 and $1.0 million during the third quarter of
1994. This decrease is due primarily to a decrease in marina
revenues resulting from a reduction in occupancy levels over those
attained during the third quarter of 1994. The marina was damaged
by Hurricane Marilyn but reopened for business within a week of the
storm and is now back in operation.
COST OF CONCRETE AND RELATED PRODUCTS
Cost of concrete and related products as a percentage of concrete
and related products revenues increased to 84.7 percent during the
third quarter of 1995 from 73.0 percent during the third quarter
of 1994. This increase was primarily attributable to the decrease
in revenues recognized, offset by some reductions in fixed
operating costs. The Company's margins will also fluctuate
depending on the mix of products sold and the locations in which
sales are made during the quarter.
COST OF CONTRACTING
Cost of contracting as a percentage of land development contracting
revenues increased to 96.9 percent during the third quarter of 1995
from 81.7 percent during the third quarter of 1994. This increase
is primarily attributable to the decline in revenues actually
recognized and the costs incurred as a result of owning and
operating heavy construction equipment, some of which, because of
the Company's current level of construction volume, is not heavily
utilized. In addition, the Company's gross margins are affected by
the varying profitability levels of individual contracts and the
stage of completion of such contracts.
COST OF OTHER
Cost of other as a percentage of other revenues was 81.3 percent in
the third quarter of 1995 and 77.3 percent in the third quarter of
1994. This increase is primarily attributable to the decline in
revenues actually recognized, offset by improvements in the ceiling
tile manufacturing process which has resulted in a lower spoilage
rate during production.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses ("SG&A expense") was
$2.9 million during the third quarter of 1995 and $2.8 million
during the third quarter of 1994. This increase was primarily
attributable to higher than expected operating expenses, offset by
a reduction in expense attributable to personnel reductions. Due to
severance costs, the full impact of these cost reductions will not
be realized until 1996. As a percentage of revenue, SG&A expense
increased to 22.5 percent for the third quarter of 1995 from 17.2
percent for the third quarter of 1994. This percentage increase
was primarily attributable to the decrease in revenues actually
recognized.
DIVISIONAL OPERATING INCOME (LOSS)
The Company had an operating loss of $1.4 million for the third
quarter of 1995 as compared to operating income of $1.1 million for
the third quarter of 1994. The Company's concrete and related
products division operating income decreased to a loss of $604,000
during the third quarter of 1995 from income of $946,000 during
the third quarter of 1994. This decrease is primarily attributable
to declines in revenues and gross profits, offset by reductions in
SG&A expense incurred by this division.
The Company's land development contracting division operating
income decreased to a loss of $428,000 for the third quarter of
1995 from income of $428,000 for the third quarter of 1994. This
decrease is primarily attributable to the reduction in contract
revenues and gross profits.
NET EARNINGS (LOSS)
The Company had a net loss of $1.9 million during the third quarter
of 1995 as compared to earnings of $725,000 for the same period in
1994. This decrease is primarily attributable to decreases in
concrete and related products and contracting revenues and profits.
Comparison of Nine Months Ended September 30, 1995 vs Nine Months
Ended September 30, 1994
REVENUES
The Company's revenues during the first nine months of 1995 were
$41.8 million, as compared to $50.4 million during the same period
in 1994. This 17.1 percent decrease was primarily due to decreases
in the Company's concrete and related products and land development
contracting division revenues.
The Company's concrete and related products division revenues
decreased 7.9 percent to $27.8 million during the first nine months
of 1995 from $30.2 million during the same period in 1994. This
decrease was primarily due to decreased demand for this division's
products in the third quarter caused by the disruption in
operations resulting from Hurricanes Luis and Marilyn, which struck
the Caribbean in September 1995. Hurricane Luis, which struck
Antigua, St. Maarten and St. Martin on September 5th caused serious
property damage on both islands. Hurricane Marilyn, which struck
St. Thomas and St. Croix on September 15th, caused extensive
property damage on St. Thomas. The Company's plants and equipment
did not suffer significant damage and reopened within a week of the
storms; however, except for St. Maarten and St. Martin, sales
volumes have not yet returned to or exceeded pre-storm levels. The
Company believes that demand for concrete and related products in
1996 will be stronger in Antigua, St. Maarten, St. Martin and St.
Thomas, as the owners of storm damaged homes and businesses begin
and continue repair and rebuilding work.
Revenues from the Company's land development contracting division
decreased by 33.7 percent to $11.2 million during the first nine
months of 1995 from $16.9 million for the same period in 1994.
This decrease was primarily attributable to the completion in late
1994 of several construction contracts obtained during the latter
part of 1993. The Company's contracting division operations were
not adversely affected by Hurricanes Luis and Marilyn, although the
Company has acquired one new construction project and believes it
will acquire other storm related projects. The Company's backlog of
unfilled portions of land development contracts at September 30,
1995 was $9.2 million, involving twelve projects. As a result of
the Company's current backlog it does not appear likely that the
Company will achieve the contract revenue levels obtained in 1994.
The Company expects that most of the backlog outstanding at
September 30, 1995 will be completed by the end of 1995.
Revenues from the Company's other operations (a marina and a
ceiling tile manufacturing partnership) were $2.8 million during
the first nine months of 1995 and $3.3 million for the same period
in 1994. This decrease is due primarily to a decrease in marina
revenues resulting from a reduction in occupancy levels over those
attained during the first nine months of 1994.
COST OF CONCRETE AND RELATED PRODUCTS
Cost of concrete and related products as a percentage of concrete
and related products revenues increased to 76.9 percent during the
first nine months of 1995 from 74.2 percent for the same period in
1994. This increase was primarily attributable to the decrease in
revenues recognized, offset by some reductions in fixed operating
costs. The Company's margins will also fluctuate depending on the
mix of products sold and the locations in which sales are made
during the quarter.
COST OF CONTRACTING
Cost of contracting as a percentage of land development contracting
revenues increased to 87.8 percent during the first nine months of
1995 from 82.9 percent during the same period in 1994. This
increase is primarily attributable to the decline in revenues
actually recognized and the costs incurred as a result of owning
and operating heavy construction equipment, some of which, because
of the Company's current level of construction volume, is not
heavily utilized. In addition, the Company's gross margins are
affected by the varying profitability levels of individual
contracts and the stage of completion of such contracts.
COST OF OTHER
Cost of other as a percentage of other revenues decreased to 73.7
percent during the first nine months of 1995 from 77.0 percent for
the same period in 1994. This decrease is primarily attributable
to improvements in the ceiling tile manufacturing process which has
resulted in a lower spoilage rate during production, offset by the
decline in revenues actually recognized.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses ("SG&A expense") was
$8.4 million during the first nine months of 1995 and $8.3 million
for the same period in 1994. This increase was primarily
attributable to higher than expected operating expenses, offset by
a reduction in expense attributable to personnel reductions. Due
to severance costs, the full impact of these cost reductions will
not be realized until 1996. As a percentage of revenue, SG&A
expense increased to 20.2 percent for the first nine months of 1995
from 16.5 percent for the same period in 1994. This percentage
increase was primarily attributable to the decrease in revenues
actually recognized and the increase in SG&A expenses actually
incurred.
DIVISIONAL OPERATING INCOME (LOSS)
The Company had operating income of $59,000 for the first nine
months of 1995 as compared to operating income of $3.1 million for
the same period in 1994. The Company's concrete and related
products division operating income decreased to $894,000 during the
first nine months of 1995 from income of $1.8 million during the
same period in 1994. This decrease is primarily attributable to
reductions in revenues and gross profit by this division.
The Company's land development contracting division operating
income decreased to a loss of $370,000 for the first nine months of
1995 from income of $1.5 million during the same period in 1994.
This decrease is primarily attributable to the reduction in
contract revenues and gross profits.
NET EARNINGS (LOSS)
The Company had a net loss of $1.3 million during the first nine
months of 1995 as compared to earnings of $1.9 million during the
same period in 1994. This decrease is primarily attributable to
decreases in concrete and related products and contracting revenues
and profits.
LIQUIDITY AND CAPITAL RESOURCES
The Company generally funds its working capital needs from
operations and bank borrowings. In the land development contracting
business, the Company must expend considerable amounts of funds for
equipment, labor and supplies to meet the needs of particular
projects. The Company's capital needs are greatest at the start of
any new contract, since the Company generally must complete 45 to
60 days of work before receiving the first progress payment. In
addition, as a project continues, a portion of the progress billing
is usually withheld as retainage until all work is complete,
further increasing the need for capital. On occasion the Company
has provided long-term financing to certain customers who have
utilized its land development contracting services. The Company has
also provided financing for other business ventures from time to
time. With respect to the Company's concrete and related products
division, accounts receivable are typically outstanding for a
minimum of 60 days and in some cases much longer. The nature of the
Company's business requires a continuing investment in plant and
equipment, as was done in 1994, along with the related maintenance
and upkeep costs of such equipment.
The Company has funded many of these expenditures out of its
current working capital. However, notwithstanding the foregoing
and after factoring in the Company's obligations as set forth
below, management believes that the Company's cash flow from
operations, existing working capital (approximately $7.0 million at
September 30, 1995) and funds available from lines of credit will
be adequate to meet the Company's anticipated needs for operations
during the next twelve months.
At September 30, 1995, the Company had a revolving secured line of
credit in the amount of $2.0 million and three secured lines of
credit in the amount of $1.0 million, $400,000 and $400,000 from
commercial banks in South Florida and the Caribbean. The Company
had $2.0 million of borrowings outstanding under the $2.0 million
line of credit, $567,000 of borrowings outstanding under the $1.0
million line of credit and $800,000 of borrowings outstanding under
the two $400,000 lines of credit. The $2.0 million line expires in
May 1996, the $1.0 million line expires in June 1996 and the two
$400,000 lines have no expiration date. The interest rates on all
such indebtedness outstanding at September 30, 1995 was 9.3
percent.
The Company has a $500,000 unsecured overdraft facility from a
commercial bank in the Caribbean. The facility expired on
September 30, 1995 and is being continued on a month to month basis
until reapproved. The facility bears interest at 14.0 percent per
annum. At September 30, 1995 the Company had borrowings of
$489,000 outstanding under this line.
The Company also has a $500,000 secured line of credit from a
commercial bank in the United States. The line expires in October
1996 and bears interest at the prime interest rate plus one half of
one percent. At September 30, 1995, the Company had no borrowings
outstanding under this line.
The Company has entered into three term loans with a Caribbean
bank, repayable in varying monthly installments through December
2001. The interest rate on indebtedness outstanding at September
30, 1995 ranged from 9.0 percent to 10.3 percent and the Company
had $4.9 million of borrowings outstanding. The loans are secured
by individual leasehold mortgages on a block manufacturing plant,
a cement distribution facility and a marina in the U.S. Virgin
Islands.
In September 1993, the Company entered into a $4.0 million secured
term loan. Borrowings outstanding bear interest at the prime
interest rate plus three fourths of one percent. The interest rate
on indebtedness outstanding at September 30, 1995 was 9.5 percent
and the Company has $2.3 million of borrowings outstanding. This
loan is being repaid in quarterly installments which commenced in
November 1993 and all remaining unpaid amounts are due in full on
June 30, 1996. The loan is secured by the Company's notes
receivable from the Government of Antigua and Barbuda.
The Company has borrowed $4.4 million from a Company officer. One
note has an outstanding balance of $4.2 million, is unsecured,
bears interest at the prime interest rate and is due in full on
January 1, 1997. The other note has a balance of $170,000, is
secured by equipment, bears interest at 8.0 percent per annum and
is due in monthly principal installments through February 1997 of
$10,000, plus interest.
The Company purchases equipment from time to time as needed for its
ongoing business operations. At present, management believes that
the Company's inventory of equipment is adequate for its current
contractual commitments and operating activities, however, the
acquisition of significant new construction contracts, depending on
the nature of the contract, the job location and job duration, may
require the Company to make significant investments in heavy
construction equipment. Through September 30, 1995, the Company has
sold equipment with an original cost basis of approximately $2.4
million and net book value of $485,000. Additional sales are
expected over the remainder of 1995. Accordingly, except for the
circumstances previously discussed, and normal equipment
replacements and additions, management does not anticipate having
to make a substantial investment in new equipment during the
current year. The Company believes it has available or can obtain
sufficient financing for all of its contemplated equipment
replacements and additions. Historically, the Company has used a
number of lenders to finance machinery and equipment purchases,
including its ocean going bulk cement vessel, on an individual
asset basis. At September 30, 1995 amounts outstanding to these
lenders totalled $6.7 million. These loans are typically repaid
over a three to six year term in monthly principal and interest
installments.
The Company is in violation of certain loan covenants in two of its
loan agreements. The Company has obtained a waiver from one lender
and believes it can obtain a waiver of these violations from the
other lender.
A significant portion of the Company's outstanding debt bears
interest at variable rates. The Company could be negatively
impacted by a substantial increase in interest rates.
The Company has contingent obligations and has made certain
guarantees in connection with acquisitions, its participation in
certain joint ventures, certain employee and construction bonding
matters and its receipt of a tax exemption. In connection with the
St. Maarten acquisition, the Company agreed to pay the seller
annually an amount per unit of certain concrete and stone products
sold by the Company in St. Maarten from April 1, 1990 to March 31,
1998,
but in no event less than $500,000 per year. The Company has
certain offsets available against this payment which has reduced
the minimum annual payment to $350,000 per year.
Notes receivable and accrued interest at September 30, 1995 include
$16.8 million, net due the Company pursuant to certain promissory
notes delivered to the Company in connection with two construction
contracts with the Government of Antigua, $2.5 million of which is
classified as a current receivable. Scheduled payments call for
both quarterly and monthly principal and interest payments until
maturity in 1997. The Government of Antigua has routinely made the
required quarterly payments aggregating $2.0 million per year but
has made only some of the required monthly payments. The Company
does not presently anticipate material increases in or
accelerations of payments by the Government of Antigua. The
Company expects that the notes will not be satisfied at maturity
but the Antiguan government has advised the Company that the
current payment stream will continue until the obligation is
satisfied. A portion of the payment received from Antigua is
derived from the lease proceeds the Antiguan government receives
from the United States Department of Defense for the rental of two
military bases. In January 1995, the Antiguan government was
notified by the United States government that one of the bases
would be closed in 1996. The Antiguan government has advised the
Company that it will make up any shortfall in the military base
proceeds from its general treasury.
II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits: None
(b) Reports on Form 8-K:
No reports on Form 8-K were filed by the
Company during the first nine months of
fiscal 1995.
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
Date: November 13, 1995 By: /S/ DONALD L. SMITH, JR.
Donald L. Smith, Jr.
President and Chief
Executive Officer
Date: November 13, 1995 By: /S/ WALTER B. BARRETT
Walter B. Barrett
Vice President, Finance and
Chief Financial Officer
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