UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d)of the securities Exchange Act of
1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
Commission file number 0-7152
DEVCON INTERNATIONAL CORP.
FLORIDA CORPORATION TIN 59-0671992
1350 E. NEWPORT CENTER DR. SUITE 201, DEERFIELD BEACH, FL 33442
(954) 429-1500
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON STOCK, $.10 PAR VALUE
We have 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.
This document or its amendments does not include disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K nor will disclosure be made in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.
As of March 20, 2000, Devcon International Corp. had 4,036,995 shares
outstanding. The aggregate market value of the Common Stock held by non-
affiliates of Devcon International Corp. as of March 20, 1999 was approximately
$13.0 million, based on the closing price on that date of $7.19 for the Common
Stock as reported on the Nasdaq National Market System. In this calculation all
executive officers, directors and 5 percent beneficial owners of Devcon
International Corp. are considered to be affiliates. This is not an admission
that such executive officers, directors or 5 percent beneficial owners are, in
fact, affiliates of the registrant.
DOCUMENTS INCORPORATED BY REFERENCE
The information required by Part III (Items 10, 11, 12 and 13) is incorporated
by reference from Devcon's definitive proxy statement (to be filed pursuant to
Regulation 14A).
<PAGE>
PART I
ITEM 1. BUSINESS
GENERAL
In the Caribbean, Devcon International Corp.(the "Company") produces and
distributes ready-mix concrete, crushed stone, concrete block, and asphalt and
distributes bulk and bagged cement. We also perform site preparation work as a
land development contractor. We have established a significant market share in
most locations where we have facilities.
During the first quarter of 2000 we sold our operations in Tortola and Dominica,
our concrete operations in St. Thomas and all our bulk cement terminals. Due to
the sales, our revenue in 2000 will diminish. The operations in Tortola and
Dominica had revenue of $9.5 million in 1999. The concrete operations in St.
Thomas had revenue of $6.3 million, however, our quarry is supplying the
concrete operation sand and stone and the value of this supply would have been
approximately $2.0 million in 1999. Therefore, the net revenue deduction using
1999 figures would be $4.3 million. The cement terminals we sold had sales of
cement to third parties of approximately $6.4 million in 1999. However, we
entered into an agreement to distribute cement on the islands in question. The
agreement has a 90-day termination clause, therefore, we cannot say at this
point whether or not our revenue will decrease due to the sale of the cement
terminals. See additional information under Item 7 - Subsequent Events.
We are a large producer and distributor of ready-mix concrete and quarry
products in these Caribbean islands:
Puerto Rico Commonwealth of Puerto Rico
St. Thomas United States Virgin Islands
St. Croix United States Virgin Islands
Tortola British Virgin Islands
Saba Netherlands Antilles
St. Maarten Netherlands Antilles
St. Martin French West Indies
Antigua West Indies
Dominica West Indies
Our contracting division performs earthmoving, excavating, and filling
operations, builds golf courses, roads, and utility infrastructures, dredges
waterways and constructs deep-water piers and marinas in the Caribbean. We have
historically provided these land development services to both private
enterprises and governments in the Caribbean. We believe that our relationships
with customers in the Caribbean give us a competitive advantage. Our project
managers have substantial experience in land development contracting, and our
equipment is well-suited for the Caribbean markets. We have equipment and
personnel in the Caribbean that, we believe, often allow us to start work more
quickly and less expensively than other contractors. While we can bid
competitively and cost- effectively for these land development contracts, our
ability to mobilize quickly can sometimes cause us to incur higher expense.
The following table sets forth financial highlights of our concrete and related
products, contracting and other business, see further information in Note 11 of
Notes to Consolidated Financial Statements.
2
<PAGE>
<TABLE>
<CAPTION>
1999 1998 1997
---- ---- ----
(In thousands)
<S> <C> <C> <C>
Revenue (net of intersegment sales):
Concrete and related products........................ $55,313 $50,448 $ 51,461
Contracting.......................................... 12,721 15,359 9,852
Other................................................ - 371 2,931
------- ------- --------
Total........................................... $68,034 $66,178 $ 64,244
======= ======= ========
Operating (loss) income (by segment):
Concrete and related products........................ $(2,198) $ 693 $ (4,322)
Contracting.......................................... (301) 714 (3,502)
Charge for litigation................................ 1,160 461 (4,500)
Other................................................ - 116 434
Unallocated corporate overhead....................... (879) (1,038) (688)
------- ------- --------
Total............................................. $(2,218) $ 946 $(12,578)
======= ======= ========
</TABLE>
Our executive offices are located at 1350 East Newport Center Drive, Suite 201,
Deerfield Beach, Florida 33442 and our telephone number is (954)429-1500. In
this document, the terms "Company" and "Devcon" refer to Devcon International
Corp. and its subsidiaries.
BUSINESS DEVELOPMENT
We expanded our operations in the Caribbean by opening an aggregate processing
plant in Puerto Rico in December 1998. Minority investors own 49.9 percent of
this separate company. The president of one of the investors subsequently became
a director of Devcon. From time to time, we investigate opportunities to expand
our operations to areas of the Caribbean where we presently have no business.
Such expansion may take place through joint ventures, acquisitions or other
business arrangements.
During the first quarter of 2000 we sold our operations in Tortola and Dominica,
our concrete operations in St. Thomas and all our bulk cement terminals. Due to
hurricane damages we have decided to close our Saba operations. See additional
information under Item 7 - Subsequent Events.
RISKS OF FOREIGN OPERATIONS
Portions of our operation in 1999 were conducted in Caribbean foreign countries,
primarily Antigua, St. Maarten, St. Martin, Dominica, Saba, St. Kitts, and
Tortola. In 1999, 56.0 percent of our revenue was derived from foreign
operations. Overseas contract work performed by the parent U.S. corporation is
not considered foreign-source revenue for this calculation. For a summary of our
revenues and earnings from foreign operations, see Note 9 of Notes to
Consolidated Financial Statements. The risks of doing business in foreign areas
include potential adverse changes in U.S. diplomatic relations with foreign
countries, changes in the relative purchasing power of the U.S. dollar,
hostility from local populations, adverse effects of exchange controls,
restrictions on the withdrawal of foreign investment and earnings, government
policies against businesses owned by non-nationals, expropriations of property,
the instability of foreign governments, and any insurrection that could result
in uninsured losses. We are not subject to these risks in Puerto Rico or the
U.S. Virgin Islands since these territories use the U.S. dollar as currency. The
Company is also subject to U.S. federal income tax upon the distribution of
certain offshore earnings. See Note 8 of Notes to Consolidated Financial
Statements. Although we have not encountered significant difficulties in our
foreign operations, there can be no assurance that we will never encounter
difficulties.
3
<PAGE>
CONCRETE AND RELATED PRODUCTS
GENERAL In 1999 we manufactured and distributed ready-mix concrete, block and
crushed aggregate. We also distributed bulk and bagged cement. The different
activities on the islands are shown below:
<TABLE>
<CAPTION>
Concrete Bulk and
Ready-Mix Quarry Block Bagged
Concrete Aggregates Production Cement
-------- ---------- ---------- ------
<S> <C> <C> <C>
Puerto Rico X
St. Thomas, U.S.V.I. S X X S
St. Croix, U.S.V.I. X X S
Tortola, British V.I. S S
Saba C C C
St. Maarten X X X S
St. Martin X X S
Antigua X X X S
Dominica S S
</TABLE>
The "S" in the above table corresponds to operations sold in the first quarter
of 2000 and "C" corresponds to closed operations.
Our concrete and related products business employed assets in 1999 such as:
o Quarries o Concrete Batch Plants
o Rock Crushing Plants o Fleet of Concrete Mixer Trucks
o Bulk Cement Terminals o Concrete Block Plants
o Cement Bagging Facilities o Asphalt Plants
See additional information under Item 7 - Subsequent Events.
READY-MIX CONCRETE AND CONCRETE BLOCK Our concrete batch plants mix cement,
sand, crushed stone, water and chemical additives to produce ready-mix concrete
for use in local construction. Our fleet of concrete mixer trucks deliver the
concrete to the customer's job site. At our concrete block plants, a
low-moisture concrete mixture is machine-formed, then dried and stored for later
sale. Usually, our ready-mix concrete operations and concrete block plants are
the area's largest or only facility.
QUARRY OPERATIONS AND CRUSHED STONE We own or lease quarry sites at which we
blast rock from exposed mineral formations. This rock is crushed to sizes
ranging from 3 1/2 inch stones down to manufactured sand. The resulting
aggregate is then sorted, cleaned and stored. The aggregate is sold to customers
and used in our operations to make concrete products. Our quarries are the
largest on six Caribbean islands. It is often less expensive to manufacture
crushed rock at our quarries than to import aggregate from off-island sources.
BULK AND BAGGED CEMENT In 1999, we leased a bulk cement ship with a 6,000
metric- ton capacity. The ship delivered cement in bulk to our cement terminals.
From silos at these terminals, the cement is transferred for use in our concrete
batch plants, sold in bulk or bagged and then sold. Bulk cement is readily
available from a number of manufacturers located throughout the Caribbean basin.
In the first quarter of 2000 we sold the cement terminals and sub chartered the
ship to Union Maritima International S.A. The effect of this is that we enter
the supply chain of cement at a later stage. See additional information under
Item 7 - Subsequent Events.
4
<PAGE>
SUPPLIES We presently obtain all of the crushed rock and a majority of the sand
necessary for our production of ready-mix concrete from our own quarries. Our
ability to produce our own sand gives us a competitive advantage because of the
substantial investment required to produce sand, the difficulty in obtaining the
necessary environmental permits to establish quarries and the moratorium on
mining beach sand imposed by most Caribbean countries. The sand that we produce
is sometimes blended with sand obtained from offshore sources unaffiliated with
the Company.
CUSTOMERS Our primary customers are building contractors, governments, asphalt
pavers and individual homeowners. Customers generally pick up quarry products,
concrete block and bagged cement at our facilities, and we generally deliver
ready-mix concrete and bulk cement to the customers' job sites.
COMPETITION We have some competitors in the concrete and related products
business in the locations where we conduct business. We encounter competition
from the producers of asphalt, which is an alternative material to concrete for
road construction. We believe our concrete and related products market share,
resources, facilities, local presence and cost structure give us a competitive
advantage in the eastern Caribbean markets where we operate.
LAND DEVELOPMENT CONTRACTING
GENERAL We have completed land development construction projects, including
interstate highways, airport sites and runways, deep-water piers and marinas,
hydraulic dredging, golf courses, and industrial, residential and commercial
site development. We pursue the most profitable land development contracts
available in the Caribbean, rather than attempting to maintain a high volume.
The revenue related to the work performed by our contracting division is
generated on a contract-by-contract basis. The majority of our contracts are
completed in less than one year, although we obtain multi-year contracts from
time to time. These contracts are bid or negotiated at a fixed price except for
changes in the scope of the work requested by the owner during the term of the
contract. The majority of our work is performed by our own labor and equipment
and is not subcontracted. We also enter into unit-price contracts where our fee
is based upon the quantity of work performed. This is often measured in yards,
meters or tons, rather than time.
OPERATIONS We obtain leads for new projects from customers and engineering firms
with whom we have established relationships. First, we decide whether to submit
a bid or negotiate to undertake a particular project. We prepare and submit
timely proposals detailing what we believe will best meet a customer's
objectives. We have also provided long-term or short-term financing to obtain
more profitable construction contracts, and any financing by us in the future is
contingent upon our financial position and operating results. Project proposals
and bids are reviewed by our Vice President of Construction Operations and/or
our President. After a customer accepts our proposal, a formal contract is
negotiated. We are normally the prime contractor. We assign a project manager
and one of our seven field superintendents to maintain close contact with the
customer and its engineers, to supervise personnel and the relocation, purchase,
lease and maintenance of equipment and to schedule and monitor our operations.
BACKLOG Our backlog of unfulfilled portions of land development contracts at
December 31, 1999 was $18.7 million involving 6 projects. One Bahamian project's
backlog increased due to change orders aggregating $8.6 million in 1999 and
5
<PAGE>
amounts to $15.1 million at the end of 1999 ($11.9 million at the end of 1998).
A subsidiary and two of our directors are minority partners, and our President
is Chairman of the entity developing this project. This partnership does not yet
have the necessary financing to complete the development of the project and
there is substantial uncertainty as to whether it will obtain necessary
financing. Therefore, the amount of the backlog could substantially diminish and
the timing of completion could vary. The backlog of $18.7 million at the end of
1999 compares to $16.3 million involving 10 projects at December 31, 1998. Since
December 31, 1999 we have entered into new land development contracts in the
Caribbean amounting to $2.8 million. We expect most of the current backlog will
be completed during 2000, except for the project in the Bahamas.
BONDING We must obtain a performance bond to bid on government construction
contracts and some private contracts. We have, in the past, been able to bond
all contracts that so required.
COMPETITION Land development contracting is extremely competitive. Primary
competitive factors include price, prior experience and relationships, the equip
ment available to complete the job, innovation, the available engineering staff
to assist an owner in minimizing costs, how quickly a company can complete a
contract, and the ability to obtain bonding which guarantees contract
completion. We believe that we compete effectively and have a favorable
competitive position in our Caribbean markets.
OTHER OPERATIONS
MARINA Two of our subsidiaries owned a Virgin Islands general partnership formed
in 1988 to construct and operate a marina on a 4.92 acre parcel of land leased
from the U.S. Virgin Islands government. The marina was sold for $3.3 million on
February 3, 1998 and we recognized a loss of $108,000 in 1997.
TAX EXEMPTIONS AND BENEFITS
Most of our offshore earnings are taxed at rates lower than U.S. statutory
federal income tax rates due to tax exemptions and lower prevailing tax rates
offshore. The U.S. Virgin Islands Industrial Development Commission granted us
tax exemptions on most of our U.S. Virgin Islands earnings through 2003.
U.S. tax laws provide that our offshore earnings are not taxable for U.S.
federal income tax purposes and most post-April 1988 concrete and related
products earnings in the U.S. Virgin Islands can be distributed to us free of
U.S. income tax. Any distribution to our United States operations of: (1)
earnings from our U.S. Virgin Islands operations accumulated prior to April 1,
1988; or (2) earnings from our Antigua, St. Martin, St. Maarten, Dominica, Saba,
St. Kitts, and Tortola operations, would subject us to U.S. federal income tax
on the amounts distributed, less applicable taxes paid in those jurisdictions.
At December 31, 1999, $37.4 million of accumulated earnings had not been
distributed to our U.S. operations. We have not provided for federal income tax
on the undistributed earnings of foreign subsidiaries because we intend to
permanently reinvest those earnings offshore.
Our tax exemption and our ability to receive most of the current earnings from
our U.S. Virgin Islands operations without subjecting us to U.S. income taxes
reduces our income tax expense. For further information on our tax exemptions
and income taxes, see Note 8 of Notes to Consolidated Financial Statements.
6
<PAGE>
EQUIPMENT
Both of our businesses require us to lease or purchase and maintain equipment.
As of December 31, 1999, our equipment included cranes, bulldozers, road
graders, rollers, backhoes, earthmovers, hydraulic dredge, barges, rock
crushers, bulk cement handling equipment and concrete batch and block plants,
concrete mixer trucks, asphalt processing and paving equipment and other items.
Some of this equipment is encumbered by chattel mortgages. See Notes 7 and 10 of
Notes to Consolidated Financial Statements.
MISCELLANEOUS INVESTMENTS AND JOINT VENTURES
We have invested or participated in several joint ventures in connection with
our land development contracting and concrete and related products division.
During 1998 and 1999 we invested $177,000 for a 2.1 percent interest in a real
estate joint venture in the Bahamas. The upscale resort project awaits final
financing to finish its development, however, there is substantial uncertainty
whether it will obtain this financing. Two of our directors have an interest in
the joint venture. See Note 12 of Notes to Consolidated Financial Statements.
During 1999 and 1998 we invested a total of $118,000 for a 33.3 percent interest
in a real estate company in Puerto Rico that owns the land where the Aguadilla
aggregate processing plant operates. During 1999 we recognized an expense of
$18,000 using the equity method of accounting.
EXECUTIVE OFFICERS
The executive officers of the Company are as follows:
Donald L. Smith, Jr., 78, a cofounder of the Company, has served as its Chairman
of the Board, President and Chief Executive Officer since its formation in 1951.
Richard L. Hornsby, 64, was appointed the Company's Executive Vice President in
March 1989. Mr. Hornsby served as Vice President of the Company from August 1986
to February 1989. From 1981 to 1986 he was Financial Manager for unrelated
private investment companies. He has been a director of the Company since 1975
and served as Vice President-Finance from 1972 to 1977.
Henry C. Obenauf, 70, was appointed Vice President-Engineering of the Company in
March 1989, after having served as Vice President of the Company since 1977. Mr.
Obenauf has been employed by the Company for over 32 years.
Jan A. Norelid, 46, was appointed Vice President-Finance and Chief Financial
Officer in October 1997. From January 1996 to September 1997, he owned and
operated a printing company. From 1991 to 1995 he served as Chief Financial
Officer for Althin Medical, Inc., a medical device manufacturer.
Donald L. Smith, III, 47, was appointed Vice President-Construction Operations
for the Company in December 1992. Starting in March 1992, he served as Assistant
Vice President for Construction Operations-South Florida and Caribbean. Mr.
Smith joined the Company in 1976 and has served in supervisory and managerial
positions within the Company since that time.
7
<PAGE>
EMPLOYEES
At December 31, 1999 we employed 71 persons in the contracting business in the
Caribbean, of whom 25 are members of a union. We employed 328 persons in our con
crete and related products division, of whom 121 are members of a union. We also
employ 39 managerial, supervisory and administrative personnel in the overall
administration and management of the Company. Employee relations are considered
satisfactory.
8
<PAGE>
ITEM 2. PROPERTY
GENERAL
Nearly all of the real property that the Company owns or leases is utilized by
its concrete and related products division.
OTHER PROPERTY
We own undeveloped parcels of land in the U.S. Virgin Islands and Antigua.
The following table shows information on the property and facilities that we
owned or leased for our operations at December 31, 1999:
<TABLE>
<CAPTION>
Lease Expiration
Description Location with all Options Area
----------- -------- ---------------- ----
<S> <C> <C> <C>
Shared facilities
Principal executive offices (1) Deerfield Beach 5/07 8,410 sq.ft.
Maintenance shop for heavy equipment (1)(2) Deerfield Beach Month-to-Month 4.40 acres
Concrete and related products segment
Concrete block plant and St. Thomas 6/04 11.00 acres (1)
equipment maintenance facility
Quarry and office building St. Thomas - 8.50 acres (5)
Quarry and concrete batch plant St. Thomas 2/08 44.00 acres (1)
Barge terminal St. Thomas Month to Month 1.50 acres (1)
Bulk cement terminal and bagging facility St. Thomas 5/12 .50 acres (1) (5)
Quarry St. Thomas 8/06 7.49 acres (1)
Bulk cement terminal, bagging facility St. Croix - 7.00 acres (5)
Concrete batch plant and office St. Croix - 3.20 acres
Quarry, rock crushing plant St. Croix - 61.34 acres
Maintenance shop St. Croix 7/10 6.00 acres (1)
Quarry St. Croix 5/03
Concrete batch plant, concrete Antigua 9/16 22.61 acres (1)
block plant, rock crushing plant,
asphalt plant, quarry and office
Bulk cement terminal and bagging facility Antigua - 8.00 acres (5)
Concrete batch plant, cement bagging Dominica 6/12 1.14 acres (1) (5)
plant, undeveloped land, silo and office Dominica - .77 acres (5)
Concrete batch plant and block plant St. Maarten 8/00 3.00 acres (1)
Cement terminal and barge unloading facility St. Maarten 6/05 .30 acres (1) (5)
Bagging facility St. Maarten 4/06 .30 acres (1) (5)
Office building St. Maarten 8/00 1.39 acres
Quarry, rock crushing plant, concrete Tortola - 30.00 acres (5)
batch plant, equipment maintenance
facility and office building
Quarry, rock crushing plant and Saba 12/02 6.00 acres (1)(3)
concrete batch plant
Concrete batch plant St. Kitts Month-to-Month 1.00 acre (1)(3)
Quarry, rock crushing plant, concrete St. Martin 7/10 123.50 acres (1)
batch plant and office building
Quarry, rock crushing plant and Guaynabo,
office building (1)(3) Puerto Rico 3/06 40.00 acres
Aggregate processing plant Aguadilla 94.00 acres (1)
Puerto Rico 6/01 (3)(4)
</TABLE>
- -------------
(1) Underlying land is leased but equipment and machinery on the land are
owned by the Company.
(2) Leased from Donald L. Smith, Jr., the Company's Chief Executive. See Note
12 of Notes to Consolidated Financial Statements.
(3) Acreage is estimated.
(4) Land is owned by the same owners as the operating company with small
change of percentage ownership.
(5) Property and leases were in whole or in part sold or assigned
in transactions consummated in the first quarter of 2000.
9
<PAGE>
ITEM 3. LEGAL PROCEEDINGS
We are sometimes involved in routine litigation arising in the ordinary course
of our business, primarily contracting.
On April 8, 1999, a final judgment was entered in our favor and against the
Greater Orlando Aviation Authority ("GOAA") in the amount of $542,688. On May 7,
1999, the Florida circuit court awarded prejudgment interest on the judgment
amount from August 8, 1995 until paid. We filed an appeal on the underlying
merits of the case to seek reimbursement of additional costs and profit in
connection with the construction project, which was performed between 1992 and
1995. On August 20, 1999, we settled this litigation with GOAA and were paid a
total of $850,000.
In 1992, Fore Golf, Inc. sued the Company in the Ninth Judicial Circuit, Orange
County, Florida, Case No. CI-92-5289. We were sued by Fore Golf, Inc. for work
which this subcontractor allegedly performed in 1990 and 1991 during
construction of two golf courses at Disney World in Orlando, Florida, the
alleged unpaid contract balance in connection with this project, and
inefficiency costs. In June 1997, the court issued an order establishing
liability and damages against the Company. The Court entered a final judgment in
favor of the plaintiff for damages and prejudgment interest. Subsequently, the
trial court also awarded the plaintiff attorneys' fees. We accrued a total of
$4.5 million in 1997 and posted a bond for the damages, prejudgment interest and
plaintiff's attorneys' fees. This bond is personally guaranteed by our
President. We settled the lawsuit with Fore Golf, Inc. and its creditors in
March 1999. The settlement called for a cash payment of approximately $300,000
and aggregate payments of $460,000 over a period of 4 years. We settled on
payment terms with the lawyers of Fore Golf during the third quarter of 1999 and
their request for hearing to receive a multiplier on the lawyer's fee award in
the Florida Supreme Court was denied in October of 1999. For further
information, see Note 16 of Notes to Consolidated Financial Statements.
In the late 1980s, Bouwbedrijf Boven Winden, N.V., ("BBW") currently a Devcon
subsidiary in the Netherlands Antilles, supplied concrete to a large apartment
complex on the French side of St. Maarten. In the early 1990s the buildings
began to develop exterior cracking and "popouts." In November 1993, BBW was
named one of several defendants including the building's insurer, in a suit
filed by Syndicat des Coproprietaires la Residence Le Flamboyant (condominium
owners association of Le Flamboyant), in the French court "Tribunal de Grande
Instance de Paris", case No. 510082/93. A French court assigned an expert to
examine the cause of the cracking and popouts and to determine if the
cracking/popouts are caused by a phenomenon known as alkali reaction (ARS). The
expert found in his report, dated December 3, 1998, BBW responsible for the ARS.
The plaintiff is seeking unspecified damages, including demolition and
replacement of the 272 apartments. Based on the advice of legal counsel, a
judgment assessed in a French court would not be enforceable against a
Netherlands Antilles company. Thus, the plaintiff would have to file the same
claim in an Antillean court. It is too early to predict the final outcome of
this matter. During 1999 no actions have been taken in or by the court.
Management believes our defenses to be meritorious and does not believe that the
outcome will have a material adverse effect on the consolidated financial
position, results of operations or cash flows of the Company.
10
<PAGE>
We are subject to federal, state and local environmental laws and regulations.
Management believes that we are in compliance with all such laws and
regulations. Compliance with environmental protection laws has not had a
material adverse impact on our consolidated financial condition, results of
operations or cash flows in the past and is not expected to have a material
adverse impact in the foreseeable future.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of our security holders during the
fourth quarter of 1999.
11
<PAGE>
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
MARKET INFORMATION
Our Common Stock is traded on the Nasdaq National Market System under the symbol
DEVC. The following table shows high and low prices for our Common Stock for
each quarter for the last two fiscal years as quoted by Nasdaq.
1999 High Low
---- ---- ---
First Quarter $2.75 $1.56
Second Quarter 3.44 1.44
Third Quarter 3.31 2.72
Fourth Quarter 5.78 2.88
1998 High Low
---- ---- ---
First Quarter $4.88 $3.50
Second Quarter 4.13 2.13
Third Quarter 3.63 2.13
Fourth Quarter 2.88 1.75
As of March 10, 2000, there were 183 holders of record of the 4,036,995
outstanding shares of Common Stock plus more than 575 beneficial owners holding
our Common Stock in their brokers' name. The closing sales price for the Common
Stock on March 20, 2000, was $7.19. We paid no dividends in 1999 or 1998. The
payment of cash dividends will depend upon the earnings, consolidated financial
position and cash requirements of the Company, its compliance with loan
agreements and other relevant factors. We do not presently intend to pay
dividends. No unregistered securities were sold or issued in 1999, 1998 or 1997.
ITEM 6. SELECTED FINANCIAL DATA
The following is our selected financial data which should be read in conjunction
with our Consolidated Financial Statements and accompanying notes and with our
"Management's Discussion and Analysis of Financial Condition and Results of
Operations." This data is derived from our Consolidated Financial Statements
audited by KPMG LLP, independent certified public accountants. Our Consolidated
Financial Statements as of December 31, 1999 and 1998 and for each of the three
years ended December 31, 1999 and the independent auditors' report appears
elsewhere in this document.
12
<PAGE>
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
(In thousands, except per share amounts)
<S> <C> <C> <C> <C> <C>
EARNINGS STATEMENT DATA:
Concrete and related
products revenues $ 55,313 $ 50,448 $ 51,461 $ 52,987 $ 37,716
Contracting revenues 12,721 15,359 9,852 13,982 16,068
Other revenues - 371 2,931 2,509 2,367
-------- -------- -------- -------- --------
Total revenues $ 68,034 $ 66,178 64,244 69,478 56,151
Cost of concrete and
related products $ 46,364 $ 41,281 41,659 39,277 29,069
Cost of contracting 11,000 12,900 9,709 12,458 14,103
Cost of other - 246 2,311 1,913 1,721
-------- -------- -------- -------- --------
Gross profit 10,670 11,751 10,565 15,830 11,258
Operating expenses 12,888 10,806 23,143 12,359 10,984
-------- -------- -------- -------- --------
Operating (loss)
income (2,218) 945 (12,578) 3,471 274
Other deductions (820) (122) (2,651) (2,287) (1,961)
-------- -------- -------- -------- --------
(Loss)income from
continuing
operations before
income taxes (3,038) 823 (15,229) 1,184 (1,687)
Income taxes 274 339 307 383 145
-------- -------- -------- -------- --------
(Loss) income from
continuing
operations (3,312) 484 (15,536) 801 (1,832)
Loss from
discontinued
operations, net - - - (488) (915)
-------- --------- -------- -------- --------
Net (loss) earnings $ (3,312) $ 484 $(15,536) $ 313 $ (2,747)
========= ========= ======== ======== ========
Basic (loss )earnings per share:
From continuing
operations $ (0.74) $ 0.11 $ (3.45) $ .18 $ (.41)
From discontinued
operations - - - (.11) (.21)
-------- -------- ------- -------- ---------
$ (0.74) $ 0.11 $ (3.45) $ .07 $ (.62)
======== ======== ======= ======== =========
Weighted average number
of shares outstanding 4,481 4,499 4,499 4,490 4,431
======== ======== ======= ======== =========
Balance Sheet Data:
Working capital $ 6,281 $ 6,910 $ 8,713 $ 12,063 $ 4,848
Total assets 81,646 82,430 86,433 94,926 97,313
Long-term debt,
excl current portion 14,350 18,153 16,982 19,251 15,548
Stockholders' equity 39,436 43,641 42,816 59,552 59,159
</TABLE>
13
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
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.
This Form 10-K contains certain "forward-looking statements" within the meaning
of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), which represent the Company's expectations and beliefs. These statements
involve risks and uncertainties that are beyond our control, and actual results
may differ materially depending on many factors, including the financial
condition of our customers, changes in domestic and foreign economic and
political conditions, demand for our services, and changes in our competitive
environment.
These and other factors could cause actual results or outcomes to differ
materially from those expressed in our forward-looking statements. Any forward-
looking statement speaks only as of the date it is made. We undertake no
obligation to update any forward-looking statement to reflect events or
circumstances after the date it is made. It is not possible for management to
predict unanticipated factors or the effect they might have on our business.
COMPARISON OF YEAR ENDED DECEMBER 31, 1999 WITH YEAR ENDED DECEMBER 31, 1998
REVENUE
Our revenue was $68.0 million in 1999 and $66.2 million in 1998. This 2.8
percent increase reflects an increase in concrete and related products revenue,
partially offset by decreases in contracting revenue and in other revenue.
Our concrete and related products revenue increased 9.6 percent to $55.3 million
in 1999 from $50.4 million in 1998. This increase was primarily due to increased
demand for this division's products on certain Caribbean islands, partially
offset by decreased demand on other Caribbean islands, particularly due to
disruptions from hurricanes Georges and Lenny. At this time, we cannot predict
concrete and related products revenue levels in 2000. However, the total volume
will be decreased due to the separate sale of our concrete business in St.
Thomas and Dominica, our business in Tortola and our cement terminals.
Revenue from our contracting division decreased 17.2 percent to $12.7 million in
1999 from $15.4 million in 1998. This decrease resulted from finishing some
medium sized contracts during 1999 and a slowdown of our work in connection with
the $23.8 million contract in Exuma, Bahamas. Our backlog of unfilled portions
of land development contracts at December 31, 1999 was $18.7 million involving 6
projects, as compared to $16.3 million involving 10 projects at December 31,
1998. The backlog of the contract in the Bahamas at December 31, 1999 was $15.1
million. We expect most of this contract not to be completed during 2000. There
is substantial uncertainty whether or not the project will receive its final
financing. We expect to receive interim payments from the project's cash
resources to cover our incremental costs while the project is seeking its total
financing and permits to proceed. We are monitoring the situation closely and we
cannot predict how long we will continue to operate in the current manner. See
further Note 12 of Notes to Consolidated Financial Statements and Item 7
"Liquidity and Capital Resources". Since December 31, 1999 we have entered into
new contracts in the Caribbean amounting to $2.8 million. We expect to complete
the other remaining contracts during 2000.
14
<PAGE>
COST OF CONCRETE AND RELATED PRODUCTS
Cost of concrete and related products rose slightly to 83.8 percent of division
revenue in 1999 from 81.8 percent in 1998. The cost increase was due to higher
production costs in St. Martin, Saba and Puerto Rico, offset to a lesser extent
by improved sales volumes and, therefore, better margins on Antigua and
Dominica.
COST OF CONTRACTING
Cost of contracting increased to 86.5 percent of contracting revenue in 1999
from 84.0 percent in 1998. Increased costs as a percent of revenue were due to
lower profitability on some 1999 contracts. Our gross margins are also affected
by the profitability of each contract and the stage of completion.
OPERATING EXPENSES
Selling, general and administrative expenses ("SG&A expense") increased by 14.8
percent to $13.0 million in 1999 from $11.3 million in 1998. This increase is
primarily due to accruals in connection with collective bargaining agreements
and due to increased costs on some of the islands, most importantly Antigua and
St. Martin. SG&A expense as a percentage of revenue increased to 19.1 percent in
1999 from 17.1 percent in 1998.
In the fourth quarter of 1998 we accrued $1.5 million for legal fees and a write
off of a receivable related to a Florida State Court judgment. We also reduced
our provision for litigation by $2.0 million, due to the partial settlement on
another lawsuit. In 1999 we reduced our provision for litigation by $1.2 million
due to the settlement of two major lawsuits.
Due to hurricane damages and lower volumes, the management upon its review in
1999 of long-lived assets, determined that impairment had occurred to some of
our assets. A significant portion of our quarry assets in Saba were written down
due to hurricane damages on the island, particularly the adjacent harbor used
for export of aggregates. Idle assets on St. Kitts and St. Croix were also
impaired. An impairment expense was recognized of $805,000 in 1999, compared to
no expense in 1998.
Substantially due to the write down in 1999 of one note receivable in St. Croix
by $200,000, the provision for doubtful accounts in 1999 was an expense of
$231,000 compared to a benefit of $65,000 in 1998.
DIVISIONAL OPERATING INCOME
The operating loss was $2.2 million in 1999 compared to income of $946,000 in
1998. Our concrete and related products division had an operating loss of $2.2
million in 1999, representing a decrease of $2.9 million compared to a gain of
$693,000 in 1998. This decrease in profitability is primarily due to accruals in
connection with collective bargaining agreements, the impairment of assets on
Saba and St. Kitts, and losses incurred on Puerto Rico and St. Martin, offset to
a small extent by improved profit margin on some islands. Our land development
contracting division had an operating loss of $301,000 in 1999 compared to
income of $715,000 in 1998, a deterioration of $1.0 million. This decrease is
mainly attributable to lower activity specifically due to the slowdown of the
contract in the Bahamas and a $200,000 write down of a note.
15
<PAGE>
OTHER INCOME
We had gains on sale of property and equipment of $14,000 in 1999 compared to
$507,000 in 1998. We recognized in 1998 $278,000 in profit on the sale of our
share of the CorbKinnon joint venture. Our interest expense was increased to
$2.4 million in 1999 from $2.1 million in 1998. This increase is due to
increased loan balances and rising interest rates in 1999. In 2000, we expect to
have lower interest expense due to substantially reduced outstanding debt. Our
interest income has decreased to $761,000 in 1999 compared to $1.4 million 1998.
In 2000, our interest income should increase due to higher anticipated levels of
cash and cash equivalents. This is due to our recognizing less income from cash
receipts in excess of anticipated amounts from agreed upon sources from the
notes receivable due from the Government of Antigua and Barbuda.
INCOME TAXES
Income taxes decreased to $273,000 in 1999 from $339,000 in 1998. Our tax rate
varies depending on the level of our earnings in the various tax jurisdictions
where we operate, the level of operating loss carry-forwards and tax exemptions
available to us. See Note 8 of Notes to Consolidated Financial Statements and
"Business - Tax Exemptions and Benefits."
NET EARNINGS (LOSS)
Our net loss was $3.3 million in 1999 compared to an income of $484,000 in 1998.
This change in profitability was primarily attributable to decreased gross
profit of $1.1 million, accrual of severance of $1.0 million, an impairment loss
of $805,000, increased provision for doubtful accounts and notes of $231,000,
increased interest cost of $295,000, reduced interest income of $601,000, offset
to a lesser extent by an increased credit for litigation of $700,000 and
increased minority interest benefit of $670,000.
COMPARISON OF YEAR ENDED DECEMBER 31, 1998 WITH YEAR ENDED DECEMBER 31, 1997
REVENUE
Our revenue was $66.2 million in 1998 and $64.2 million in 1997. This 3.0
percent increase reflects an increase in contracting revenue, partially offset
by sales decreases in other and in our concrete and related products revenue.
Our concrete and related products revenue decreased 2.0 percent to $50.4 million
in 1998 from $51.5 million in 1997. This decrease was primarily due to decreased
demand for this division's products on certain Caribbean islands, partially
offset by increased demand on other Caribbean islands.
Revenue from our contracting division increased 55.9 percent to $15.4 million in
1998 from $9.9 million in 1997. This increase resulted from starting and
finishing some medium sized contracts and starting a $15.3 million contract in
Exuma, Bahamas. Our backlog of unfilled portions of land development contracts
at December 31, 1998 was $16.3 million involving 10 projects, as compared to
$4.4 million involving 12 projects at December 31, 1997.
COST OF CONCRETE AND RELATED PRODUCTS
Cost of concrete and related products rose slightly to 81.8 percent of division
revenue in 1998 from 80.9 percent in 1997. The cost increase was due to lower
sales, higher production costs, and a less-favorable mix of products.
16
<PAGE>
COST OF CONTRACTING
Cost of contracting decreased to 84.0 percent of contracting revenue in 1998
from 98.6 percent in 1997. Lower costs as a percent of revenue were due to
improved profitability on 1998 contracts and on losses we took on a contract in
1997. Our gross margins are also affected by the profitability of each contract
and the stage of completion.
OPERATING EXPENSES
Selling, general and administrative expenses ("SG&A expense") decreased by 15.0
percent to $11.3 million in 1998 from $13.3 million in 1997. This decrease is
primarily due to cost reductions in the St. Martin companies and reduced legal
expense. Also, by not operating the marina, SG&A expenses were reduced by
$176,000. SG&A expense as a percentage of revenue decreased to 17.1 percent in
1998 from 20.8 percent in 1997.
In the fourth quarter of 1998 we accrued $1.5 million for legal fees and a write
off of a receivable related to a Florida State Court judgment. We also reduced
our provision for litigation by $2.0 million, due to the partial settlement on
another lawsuit. In the second quarter of 1997, we accrued a $4.5 million charge
for the estimated costs related to a Florida State court judgment. See item 3.
Legal Proceedings.
Due to lower volumes, the management upon its review in 1997 of long-lived
assets, determined that impairment had occurred on some of our assets. An
impairment expense was recognized of $2.4 million in 1997, compared to no
expense in 1998.
Through improved collections and more stringent credit review, the allowance for
doubtful accounts and notes was decreased during the year. The expense for
doubtful accounts in 1998 was a benefit of $65,000 compared to an expense of
$2.9 million in 1997.
DIVISIONAL OPERATING INCOME
The operating income was $946,000 in 1998 compared to a loss of $12.6 million in
1997. Our concrete and related products division had an operating income of
$693,000 in 1998, representing an increase of $5.0 million compared to an
operating loss of $4.3 million in 1997. This increase in profitability is
primarily attributable to the decrease in expense for doubtful accounts and
notes of $2.3 million, to impairment of long-lived assets of $1.9 million taken
in 1997 and to a reduction in expense in St. Martin. Our land development
contracting division had operating income of $715,000 in 1998 compared to a loss
of $3.5 million in 1997, an improvement of $4.2 million. This improvement is
mainly attributable to increased activity at much better margins. In 1997, we
took losses on a contract in the Caribbean. Our expense for doubtful accounts
was a benefit of $59,000 in 1998, compared to an expense of $659,000 in 1997.
Also, legal expenses were reduced.
OTHER INCOME
We had gains on sale of property and equipment of $507,000 in 1998 compared to a
loss of $372,000 in 1997. We recognized $278,000 in profit on the sale of our
share of the CorbKinnon joint venture. Our interest expense was reduced to $2.1
million in 1998 from $2.7 million in 1997. This decrease is due to decreased
loan balances and an improved cash position in 1998. Our interest income has
increased
17
<PAGE>
to $1.4 million in 1998 compared to $538,000 in 1997. This is due to our
recognizing as income, cash receipts in excess of anticipated amounts from
agreed upon sources from the notes receivable due from the Government of Antigua
and Barbuda.
INCOME TAXES
Income taxes increased to $339,000 in 1998 from $307,000 in 1997. Our tax rate
varies depending on the level of our earnings in the various tax jurisdictions
where we operate, the level of operating loss carry-forwards and tax exemptions
available to us. See Note 8 of Notes to Consolidated Financial Statements and
"Business - Tax Exemptions and Benefits."
NET EARNINGS (LOSS)
Our net income was $484,000 in 1998 compared to a loss of $15.5 million in 1997.
This change in profitability was primarily attributable to increased gross
profit of $2.5 million in the contracting division, a reduced charge for
litigation expense of $5.0 million, a reduction in impairment losses of $2.4
million, a reduced expense for doubtful accounts and notes of $3.0 million, a
decrease in SG&A expense of $2.0 million, and a decrease in net interest of $1.4
million.
LIQUIDITY AND CAPITAL RESOURCES
We generally fund our working capital needs from operations and bank borrowings.
In the contracting business, we expend considerable funds for equipment, labor
and supplies. Our capital needs are greatest at the start of a new contract,
since we generally must complete 45 to 60 days of work before receiving the
first progress payment. As a project continues, a portion of the progress
billing is usually withheld as retainage until the work is complete. We
sometimes provide long-term financing to customers who have previously utilized
our contracting services. Accounts receivable for concrete and related products
are typically outstanding for 60 days or longer. Our business requires a
continuing investment in plant and equipment, along with the related maintenance
and upkeep costs.
Management believes our cash flow from operations, existing working capital, and
funds available from lines of credit will be adequate to meet our needs during
the next 12 months.
As of December 31, 1999, our liquidity and capital resources included cash and
cash equivalents of $6.1 million and working capital of $6.3 million. After the
closing of the large sales transactions in the first quarter of 2000, we paid
off a large portion of our debt, approximately $13.7 million, and our cash and
cash equivalents have improved substantially. See additional information under
Item 7 - Subsequent Events. Included in working capital is $7.6 million of
equipment and real estate held for sale. Although management intends to sell
these assets during 2000, there can be no assurance that they will be sold. As
of December 31, 1999, total outstanding liabilities of $42.2 million compared to
$38.8 million as of December 31, 1998. As of December 31, 1999, available lines
of credit totaled $1.1 million.
Cash flow provided by operating activities for the year ended December 31, 1999
was $10.4 million compared with $5.3 million for the year ended December 31,
1998. The primary source of cash for operating activities during the year ended
December 31, 1999 was deposits on sale of assets of $8.0 million, increase in
billings in excess of costs and estimated earnings of $711,000, and a $625,000
reduction in inventories. The primary use of cash for operating activities was
an increase in accounts payable and accrued expenses of $1.0 million.
18
<PAGE>
Net cash used in investing activities was $4.5 million in 1999. Purchases of
property, plant, and equipment were $8.3 million. The purchases were financed to
a large extent through equipment financing.
We turned our fiscal year-end accounts receivable, excluding notes and employee
receivables, approximately 5.8 times in 1999 compared to 7.2 times in 1998. The
reduction resulted from large contracting invoicing at the end of the year and
an increase in billings in excess of costs and estimated earnings. The concrete
division accounts receivable turnover rate did not change.
On November 1, 1999, we extended a $1.0 million note to the venture in the
Bahamas, secured by equipment. See Note 3 of Notes to Consolidated Financial
Statements. As of December 31, 1999 we had trade receivables, net of billings in
excess of costs and estimated earnings, from the venture of approximately
$920,000. Our President has personally guaranteed $1.2 million of the
outstanding trade receivables from the venture. We expect to receive interim
payments from the venture's cash resources to cover our incremental costs while
the venture is seeking its total financing.
The Company entered into a credit agreement with a Caribbean bank in November
1996 for a total credit of $7.0 million. One part of the credit agreement is a
term loan for $6.0 million repayable in monthly installments through November
2002. We had $2.6 million of borrowings outstanding on this loan at December 31,
1999. This balance was paid off in January 2000. The second part is a revolving
line of credit of $1.0 million. The credit line has a review and re-approval
process in July of each year until 2002. We had $425,000 outstanding under this
line of credit at December 31, 1999. The interest rate on amounts borrowed under
both loans varies with the prime rate.
We have a $500,000 unsecured overdraft facility from a commercial bank in the
Caribbean. The facility is due on demand and bears interest at 14.0 percent per
annum. At December 31, 1999, the Company had no borrowings outstanding under
this line.
We have unsecured notes payable totaling $200,000 to a commercial bank in the
Caribbean. The note expires in January 2000, and was partially rolled over to
new notes expiring in July 2000. The notes were paid in February 2000.
At December 31, 1999 we had borrowed approximately $3.3 million and $1.6 million
from the Company President and a Director of our Board and his wife,
respectively. The note to the President is unsecured and bears interest at a
rate variable with the prime rate. One million is due on demand and $2.3 million
is due on April 1, 2001. The notes to the Director and his wife are secured by
equipment and are payable monthly over five years.
We purchase equipment as needed for our ongoing business operations. We are
currently replacing or upgrading some equipment used by the concrete and related
products division, principally concrete trucks and quarry equipment. This should
result in a net cash expenditure of approximately $3.0 million. At present,
management believes that our inventory of construction equipment is adequate for
our current contractual commitments and operating activities. New construction
contracts may, depending on the nature of the contract and job location and
duration, require us to make significant investments in heavy construction
equipment. During 1999, we sold equipment with an original cost basis of
approximately $1.5 million and a net book value of $687,000. The net proceeds
were approximately $787,000. We believe we have available funds or can obtain
sufficient financing for our contemplated equipment replacements and additions.
19
<PAGE>
Historically, we have used a number of lenders to finance a portion of our
machinery and equipment purchases. At December 31, 1999, amounts outstanding to
these lenders totaled $13.2 million. These loans are typically repaid over a
three to five-year term in monthly principal and interest installments. A large
portion of these loans were paid in full during the first quarter of 2000.
A significant portion of our outstanding debt bears interest at variable rates.
A substantial increase in interest rates could negatively impact us.
Our notes receivable and accrued interest at December 31, 1999 include $8.4
million in promissory notes from the Government of Antigua with $2.0 million
classified as a current receivable.
YEAR 2000 ISSUE
The Year 2000 issue is the result of computer programs being written using two
digits rather than four to define the applicable year. If not addressed, such
computer systems, software products and embedded technology may be unable to
properly interpret dates beyond the year 1999, which could cause system failures
or miscalculations and lead to disruptions in our activities and operations.
During 1999 we assessed our computer information systems. The majority of our
systems are purchased from outside vendors. We experienced very minimal downtime
from the systems at the beginning of year 2000 and all software is today fully
functional.
We took an inventory of all computers and software and we made the changes
needed for these systems to become Year 2000 compliant. We implemented a new
information system for our financial reporting, and we are installing new
distribution systems for the island subsidiaries.
We contacted suppliers and customers regarding their Year 2000 compliance
status. We have not been affected by any of the suppliers or customers year 2000
problems.
We estimated to spend around $350,000 on our Year 2000 project. This consisted
of PCs, software and other related costs. Most of these monies have been spent.
SUBSEQUENT EVENTS
On January 7, 2000 we closed a transaction to sell certain concrete-related
assets on St. Thomas, USVI and the subsidiary Devcon Masonry Products (BVI),
Ltd. to a purchaser and the purchaser's related parties. The selling price was
$6 million in cash, a note for $2.5 million payable over three years and 420,000
shares of Devcon International Corp. The shares were valued at $2.4 million at
the day of closing. The book value of the assets sold, including certain
expenses and contingency accrual, was $8.3 million. Therefore we will realize in
the first quarter of 2000 a gain before tax of $2.6 million on this transaction.
On February 3, 2000 we closed a transaction to sell real property in St. Croix.
The selling price was $2.3 million in cash. The book value of the property was
$1.9 million realizing in the first quarter a gain on the transaction of
approximately $348,000 before taxes.
On February 22, 2000 we closed a transaction to sell certain bulk cement
terminal assets on four of the islands in the Caribbean. The purchasers were
Union Maritima International (UMAR) and some of its affiliated companies. The
selling price was $19.6 million in cash. The book value of the assets, including
certain
20
<PAGE>
expenses and contingency accruals, was $3.6 million. We entered at the same time
into an agreement to manage the terminals for one year, with a 90 day
termination option for both parties. We also entered into a supply agreement,
whereby we will buy cement from the terminals for five years, for our own use in
our batch and block plants. The agreement has stipulations so that we will be
able to enjoy the best price available in the local market from any cement
supplier. We sold cement to third parties in 1999 and we entered into a
renewable one year contract to distribute cement on these four islands. This
distribution agreement has a 90-day termination option for both parties. We will
recognize a gain in the first quarter of 2000 of approximately $16.0 million
before taxes.
On March 16, 2000 we closed on a related transaction to sell our company in
Dominica to an affiliated company of UMAR. The selling price was $3.9 million
plus an earnout of 50% of the profits or losses of a portion of the company's
operations. The book value of the assets, including certain expenses and
contingency accruals, was $3.0 million. The gain on the transaction will be
deferred to the first quarter of 2002, when the earnout period has finished.
We have used the proceeds from these transactions to pay off most of our
equipment financing debt, bank debt and other debt. The total amount of
prepayments to creditors in year 2000 through March 15 was $13.7 million.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 1999, the FASB issued SFAS No. 137 "ACCOUNTING FOR DERIVATIVE
INSTRUMENTS AND HEDGING ACTIVITIES - DEFERRAL OF THE EFFECTIVE DATE OF FASB
STATEMENT 133" which amended SFAS 133 to change the effective date to fiscal
quarters of fiscal years beginning after June 15, 2000. SFAS No. 133 requires
companies to recognize all derivative contracts as either assets or liabilities
in the balance sheet and to measure them at fair value. Management of the
Company does not anticipate a significant impact of the adoption of SFAS No. 133
on the Company's consolidated financial position, results of operations, or cash
flows.
ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable
21
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial information and the supplementary data required in response to
this Item are as follows:
Page
Number(s)
---------
Independent Auditors' Report 23
Financial Statements:
Consolidated Balance Sheets
December 31, 1999 and 1998 24-25
Consolidated Statements of Operations
For Each of the Years in the Three-Year Period
Ended December 31, 1999 26
Consolidated Statements of Stockholders' Equity
and Comprehensive Income for Each of the Years
in the Three-Year Period Ended December 31, 1999 27
Consolidated Statements of Cash Flows
For Each of the Years in the Three-Year Period
Ended December 31, 1999 28-29
Notes to Consolidated Financial Statements 30-53
Schedule II - Valuation and Qualifying Accounts 59
22
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholders
Devcon International Corp.:
We have audited the consolidated financial statements of Devcon International
Corp. and subsidiaries (the "Company") as listed in the accompanying index. In
connection with our audits of the consolidated financial statements, we also
have audited the financial statement schedule as listed in the accompanying
index. These consolidated financial statements and this financial statement
schedule are the responsibility of the Company's management. Our responsibility
is to express an opinion on these consolidated financial statements and this
financial statement schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Devcon International
Corp. and subsidiaries as of December 31, 1999 and 1998, and the results of
their operations and their cash flows for each of the years in the three-year
period ended December 31, 1999 in conformity with generally accepted accounting
principles. Also in our opinion, the related financial statement schedule, when
considered in relation to the basic consolidated financial statements taken as a
whole, presents fairly, in all material respects, the information set forth
therein.
KPMG LLP
Fort Lauderdale, Florida
March 29, 2000
23
<PAGE>
DEVCON INTERNATIONAL CORP.
AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 1999 and 1998
<TABLE>
<CAPTION>
Assets 1999 1998
- ------ ---------- --------
<S> <C> <C>
Current assets:
Cash $ 1,406,941 $ 899,605
Cash equivalents 4,737,311 1,359,253
Receivables, net 12,878,643 12,611,437
Costs in excess of billings and
estimated earnings 258,780 710,557
Inventories 3,829,450 4,468,718
Assets held for sale 7,559,066 2,868,922
Prepaid expenses and other assets 535,146 398,592
----------- -----------
Total current assets 31,205,337 23,317,084
Property, plant and equipment, net
Land 1,920,539 2,167,318
Buildings 2,372,240 3,560,545
Leasehold interests 3,516,202 6,632,206
Equipment 52,380,167 58,340,451
Furniture and fixtures 785,359 642,314
Construction in process 3,091,160 406,344
----------- -----------
64,065,667 71,749,178
Less accumulated depreciation (25,722,376) (28,715,682)
----------- -----------
38,343,291 43,033,496
Investments in unconsolidated joint
ventures and affiliates, net 277,081 237,370
Receivables, net 9,556,539 13,173,472
Intangible assets, net of accumulated
amortization 936,829 1,165,692
Other assets 1,326,917 1,503,005
----------- -----------
Total assets $81,645,994 $82,430,119
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
24
<PAGE>
DEVCON INTERNATIONAL CORP.
AND SUBSIDIARIES
Consolidated Balance Sheets (continued)
<TABLE>
<CAPTION>
1999 1998
----------- --------
<S> <C> <C>
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable, trade and other $ 4,926,700 $ 6,917,119
Accrued expenses and other liabilities 3,103,083 3,186,375
Deposit on sale of assets 8,000,000 -
Notes payable to banks 625,000 88,108
Current installments of long-term debt 6,956,246 5,539,151
Billings in excess of costs and
estimated earnings 1,026,316 315,007
Income taxes 287,423 361,071
----------- -----------
Total current liabilities 24,924,768 16,406,831
Long-term debt, excluding current
installments 14,349,708 18,153,451
Minority interest in consolidated
subsidiaries 932,325 1,762,809
Deferred income taxes 379,652 399,056
Other liabilities 1,623,331 2,067,413
----------- -----------
Total liabilities 42,209,784 38,789,560
Stockholders' equity
Common stock, $0.10 par value.
Authorized 15,000,000 shares,
issued 4,498,935 shares in
1999 and 1998, outstanding
4,457,135 and 4,498,935
shares in 1999 and 1998,
respectively 449,894 449,894
Additional paid-in capital 12,064,133 12,064,133
Accumulated other comprehensive income -
cumulative translation adjustment (1,594,577) (859,376)
Retained earnings 28,674,264 31,985,908
Treasury stock (157,504) -
----------- --------
Total stockholders' equity 39,436,210 43,640,559
----------- -----------
Commitments and contingencies
Total liabilities and
stockholders' equity $81,645,994 $82,430,119
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
25
<PAGE>
DEVCON INTERNATIONAL CORP.
AND SUBSIDIARIES
Consolidated Statements of Operations
For Each of the Years in the Three-Year Period Ended December 31, 1999
<TABLE>
<CAPTION>
1999 1998 1997
------------ ------------ ------------
<S> <C> <C> <C>
Concrete and related products
revenues $ 55,312,885 $ 50,448,275 $ 51,460,633
Contracting revenues 12,720,918 15,358,591 9,851,775
Other revenues - 371,386 2,931,343
------------ ------------ ------------
Total revenues 68,033,803 66,178,252 64,243,751
Cost of concrete and related
products 46,364,378 41,281,263 41,659,401
Cost of contracting 10,999,585 12,899,491 9,708,684
Cost of other - 245,880 2,310,628
------------ ------------ ------------
Gross profit 10,669,840 11,751,618 10,565,038
Operating expenses:
Selling, general and
administrative 13,012,443 11,331,398 13,337,564
Provision for doubtful accounts
and notes 230,517 (64,692) 2,932,245
Impairment of long-lived assets 804,695 - 2,373,288
(Credit) charge for litigation (1,160,137) (460,794) 4,500,000
------------ ------------ ------------
Operating (loss) income (2,217,678) 945,706 (12,578,059)
------------ ------------ ------------
Other income (deductions):
Joint venture equity loss (17,700) (39,000) (150,000)
Gain (loss) on sale of property
and equipment 13,620 507,256 (372,104)
Interest expense (2,408,414) (2,113,224) (2,668,277)
Interest and other income 761,275 1,362,156 537,651
Minority interest 830,484 160,820 1,776
------------ ------------ ------------
(820,735) (121,992) (2,650,954)
------------ ------------ ------------
(Loss) income before
income taxes (3,038,413) 823,714 (15,229,013)
Income taxes 273,231 339,441 307,010
------------ ------------ ------------
Net (loss)earnings $ (3,311,644) $ 484,273 $(15,536,023)
============ ============ ============
(Loss )earnings per common
share - basic $ (0.74) $ 0.11 $ (3.45)
============ ============ ============
(Loss) earnings from common
share - diluted $ (0.74) $ 0.11 $ (3.45)
============ ============ ============
Weighted average number of common
shares outstanding - basic 4,481,304 4,498,935 4,498,935
============ ============ ============
Weighted average number of common
shares outstanding - diluted 4,481,304 4,520,460 4,498,935
============ ============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
26
<PAGE>
DEVCON INTERNATIONAL CORP.
AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity and Comprehensive Income
For Each of the Years in the Three-Year Period Ended December 31, 1999
<TABLE>
<CAPTION>
Accum-
ulated
Other
Compre- Compre-
Common Paid-In hensive hensive Retained Treasury
Stock Capital Income Income Earnings Stock Total
----- ------- ------ ------ -------- ----- -----
Balances at
<S> <C> <C> <C> <C>
December 31, 1996 449,894 12,064,133 -- 47,037,658 59,551,685
Comprehensive income
Net loss (15,536,023) (15,536,023) (15,536,023)
Other comprehensive
income, net of tax
Foreign currency
translation adjustment (1,200,000) (1,200,000) (1,200,000)
-----------
Other comprehensive income (1,200,000)
-----------
Comprehensive income (16,736,023)
===========
------- ---------- ----------- ---------- ---------- -------- ----------
Balances at
December 31, 1997 449,894 12,064,133 (1,200,000) 31,501,635 42,815,662
Comprehensive income
Net earnings 484,273 484,273 484,273
-----------
Other comprehensive
income, net of tax
Foreign currency
translation adjustment 340,624 340,624 340,624
-----------
Other comprehensive income 340,624
-----------
Comprehensive income 824,897
===========
------- ---------- ----------- ---------- ---------- -------- ----------
Balances at
December 31, 1998 449,894 12,064,133 (859,376) 31,985,908 43,640,559
Comprehensive income
Repurchase of 41,800 shares (157,504) (157,504)
Net earnings (3,311,644) (3,311,644) (3,311,644)
Other comprehensive
income, net of tax
Foreign currency
translation adjustment (735,201) (735,201) (735,201)
-----------
Other comprehensive income (735,201)
-----------
Comprehensive income (4,046,845)
===========
------- ---------- ----------- ---------- ---------- -------- ----------
Balances at
December 31, 1999 449,894 12,064,133 (1,594,577) 28,674,264 (157,504)39,436,210
</TABLE>
See accompanying notes to consolidated financial statements.
27
<PAGE>
DEVCON INTERNATIONAL CORP.
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For Each of the Years in the Three-Year Period Ended December 31, 1999
<TABLE>
<CAPTION>
1999 1998 1997
----------- ------------ --------
<S> <C> <C>
Cash flows from operating activities:
Net (loss) earnings $(3,311,644) $ 484,273 $(15,536,023)
Adjustments to reconcile net (loss)
earnings to net cash provided by operating
activities:
Depreciation and amortization 6,371,683 5,864,659 6,143,726
Deferred income tax benefit - (735) (95,609)
Joint venture equity loss 17,700 39,000 150,000
Joint venture advance write-off - 50,000 -
Provision for doubtful accounts
and notes 230,517 (66,892) 2,932,245
Impairment on long-lived assets 804,695 - 2,373,288
(Gain) loss on sale of property
and equipment (13,620) (507,256) 372,104
(Credit) charge for litigation (1,160,137) (460,794) 4,500,000
Decrease in minority
interest in consolidated
subsidiaries (830,484) (160,820) (1,776)
Changes in operating assets and liabilities:
(Increase)decrease in receivables (512,426) 632,885 (3,103,435)
Decrease (increase) in costs
in excess of billings and
estimated earnings 451,777 (380,850) 2,795,153
Decrease in inventories 625,161 310,403 388,218
(Increase) decrease in other
current assets (136,555) 538,697 (111,438)
(Increase)decrease in other assets (56,761) 5,975 (13,220)
Increase (decrease) in accounts
payable and accrued expenses (956,287) (553,814) 1,473,637
Increase in deposit on sale of assets 8,000,000 -
Increase in billings in
excess of costs and estimated
earnings 711,309 177,599 24,756
Increase (decrease) in income
taxes payable 33,642 (216,407) (148,532)
Increase (decrease) in other non-
current liabilities 90,640 (486,724) (295,070)
----------- ------------ ------------
Net cash provided by operating
activities $10,359,210 $ 5,269,199 $ 1,848,024
=========== ============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
28
<PAGE>
For Each of the Years in the Three-Year Period Ended December 31, 1999
<TABLE>
<CAPTION>
1999 1998 1997
----------- ------------ ------------
<S> <C> <C> <C>
Cash flows from investing activities:
Purchases of property, plant and
equipment $(8,282,294) $(7,589,323) $(8,534,518)
Proceeds from disposition of
property, plant and equipment 787,425 3,861,128 572,724
Payment to acquire subsidiary company - (71,803)
Issuance of notes (1,016,000) (514,135) -
Payments on notes 4,101,724 2,751,379 2,822,968
Advances to affiliates (57,411) (153,020) (123,350)
Advances from affiliates - 89,067 452,592
----------- ----------- -----------
Net cash used in
investing activities (4,466,556) (1,554,904) (4,881,387)
----------- ----------- -----------
Cash flows from financing activities:
Purchase of treasury stock (157,504) - -
Proceeds from debt 6,952,371 7,956,147 6,795,917
Principal payments on debt (9,339,019) (10,116,587) (4,514,833)
Net borrowings (repayments) from bank
overdrafts 536,892 (296,365) (150,347)
----------- ----------- -----------
Net cash (used in) provided by
financing activities (2,007,260) (2,456,805) 2,130,737
----------- ----------- -----------
Net increase (decrease) in cash
and cash equivalents 3,885,394 1,257,490 (902,626)
Cash and cash equivalents at
beginning of year 2,258,858 1,001,368 1,903,994
----------- ----------- -----------
Cash and cash equivalents at
end of year $ 6,144,252 $ 2,258,858 $ 1,001,368
=========== =========== ===========
Supplemental disclosures of cash flow information:
Cash paid for:
Interest $ 2,415,150 $ 2,241,507 $ 2,641,531
=========== =========== ===========
Income taxes $ 237,790 $ 264,986 $ 249,523
=========== =========== ===========
</TABLE>
Supplemental non-cash items:
During each of 1999, 1998 and 1997, the Company recorded a translation
adjustment of $(735,201), $340,624 and $(1.2) million, respectively, related to
its subsidiary in St. Martin.
During 1998 the Company exchanged shares in a joint venture and $260,000 cash
for three concrete pump trucks valued at $885,000.
See accompanying notes to consolidated financial statements.
29
<PAGE>
DEVCON INTERNATIONAL CORP.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(1) DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------------------------
(a) DESCRIPTION OF BUSINESS
Devcon International Corp. and its subsidiaries (the "Company")
produce and distribute ready-mix concrete, crushed stone, concrete
block, and asphalt and distribute bulk and bagged cement in the
Caribbean. The Company also performs earthmoving, excavating and
filling operations and builds golf courses, roads, utility
infrastructures, dredges waterways and constructs deep-water piers and
marinas in the Caribbean.
(b) PRINCIPLES OF CONSOLIDATION
These consolidated financial statements include the accounts of Devcon
International Corp. and its majority-owned subsidiaries. Significant
intercompany balances and transactions have been eliminated in
consolidation.
The Company's investments in unconsolidated joint ventures and
affiliates are accounted for by the equity method. Under the equity
method, original investments are recorded at cost and then adjusted by
the Company's share of undistributed earnings or losses of these
ventures.
Other investments are accounted for by using the cost method.
(c) REVENUE RECOGNITION
Concrete and Related Products
Revenue is recognized when the products are delivered.
Contracting
The Company uses the percentage-of-completion method of accounting for
both financial statements and tax reports. Revenues and related costs
are recorded based on the Company's estimates of the completion
percentage of each project. Anticipated contract losses, when probable
and estimatable, are charged to earnings. Changes in estimated
contract profits are recorded in the period of change. Selling,
general and administrative expenses are not allocated to contract
costs. Monthly billings are based on the percentage of work completed
in accordance with a specific contract. While some contracts extend
longer, most are completed within one year.
Other
Other revenue consists of revenue from a marina that the Company sold
in 1998. Revenue is recognized when products or services are
delivered.
30
<PAGE>
DEVCON INTERNATIONAL CORP.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(d) CASH AND CASH EQUIVALENTS
The Company considers financial instruments which mature within three
months at the time of purchase to be cash equivalents.
(e) NOTES RECEIVABLE
Notes receivable are recorded at cost, less the related allowance for
impaired notes receivable. Management, considering current information
and events regarding the borrowers' ability to repay their
obligations, considers a note to be impaired when it is probable that
the Company will be unable to collect all amounts due according to the
contractual terms of the note agreement. When a loan is considered to
be impaired, the amount of the impairment is measured based on the
present value of expected future cash flows discounted at the note's
effective interest rate. Impairment losses are included in the
allowance for doubtful accounts through a charge to bad debt expense.
Cash receipts for anticipated amounts from agreed upon sources on
impaired notes receivable are applied to reduce the principal amount
of such notes and any excess is recognized as interest income.
(f) INVENTORIES
The cost of sand, stone, cement and concrete block inventories is
determined using average costs approximating the first-in, first-out
(FIFO) method and is not in excess of market. All other inventories
are stated at the lower of average cost or market.
(g) PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost. Depreciation is
calculated on the straight-line method over the estimated useful life
of each asset. Leasehold improvements are amortized using the
straight-line method over the shorter of the lease term or the
estimated useful life of the asset.
Useful lives or lease terms for each asset type are summarized below:
Buildings 15 - 40 years
Leasehold interests 3 - 55 years
Equipment 3 - 20 years
Furniture and fixtures 3 - 10 years
Assets not required for the Company's current or future business
operations are classified as assets held for sale. Such assets include
real estate, earth-moving machinery, other construction equipment and
all of the bulk cement and bagging facility assets in 1999.
31
<PAGE>
DEVCON INTERNATIONAL CORP.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(h) FOREIGN CURRENCY TRANSLATION
All balances in foreign currencies are remeasured at year-end rates to
the respective functional currency of each consolidating company.
For those subsidiaries which function in Eastern Caribbean dollars and
French francs, their assets and liabilities have been translated into
U.S. dollars at year-end exchange rates. Income statement accounts are
translated into U.S. dollars at average exchange rates during the
period. The translation adjustment decreased equity by $735,201 in
1999, increased equity by $340,624 in 1998 and decreased equity by
$1.2 million in 1997.
(i) INTANGIBLE ASSETS
The excess of cost over the fair value of net assets in acquired
subsidiaries, and costs of non-compete agreements, are amortized over
five to fifteen year periods on a straight-line basis. The Company
regularly evaluates the recoverability of its intangible assets and
their amortization periods to determine whether an adjustment to the
carrying value or a revision to the estimated useful lives is
appropriate. Based on the Company's policy, management believes that
there is no impairment of value related to the intangible assets as of
December 31, 1999.
Accumulated amortization on intangible assets amounted to $931,602 in
1999, $746,379 in 1998, and $550,795 in 1997.
(j) EARNINGS (LOSS) PER SHARE
The Company computed earnings per share in accordance with the
provision of Statement of Financial Accounting Standards No. 128,
EARNINGS PER SHARE ("SFAS 128") which establishes standards for
computing and presenting basic and diluted earnings per share.
Basic earnings per share are computed by dividing net earnings (loss)
by the weighted average number of shares outstanding during the
period. Diluted earnings per share are computed assuming the exercise
of stock options and the related income tax effects if not
antidilutive. For loss periods, common share equivalents are excluded
from the calculation as their effect would be antidilutive. See Note 2
of Notes to Consolidated Financial Statements for the computation of
basic and diluted earnings per share.
(k) FOREIGN OPERATIONS
Some of the Company's operations are conducted in foreign areas of the
Caribbean. In 1999, 56.0 percent of the Company's revenue was derived
from foreign operations. Overseas contract work performed by the
parent U.S. corporation is not considered foreign revenue for purposes
of this calculation.
32
<PAGE>
DEVCON INTERNATIONAL CORP.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(l) INCOME TAXES
The Company and certain of our domestic subsidiaries file consolidated
federal and state income tax returns. Subsidiaries located in U.S.
possessions and foreign countries file individual income tax returns.
Deferred income taxes are recognized for income and expense items that
are reported in different years for financial statement and income tax
purposes.
U.S. income taxes are not provided on undistributed earnings which are
expected to be permanently reinvested by foreign subsidiaries.
The Company adopted the Statement of Financial Accounting Standards
No. 109, "Accounting for Income Taxes." This uses an asset and
liability approach to financial reporting for income taxes. Under this
method, deferred tax assets and liabilities are recognized based on
differences between financial statement and tax bases of assets and
liabilities using current tax rates. Deferred income taxes result from
temporary differences between income reported in the financial
statements and taxable income.
(m) USE OF ESTIMATES
Management of the Company has made a number of estimates and
assumptions relating to the reporting of assets and liabilities and
the disclosure of contingent assets and liabilities to prepare these
consolidated financial statements in conformity with generally
accepted accounting principles. Actual results could differ from these
estimates.
(n) IMPAIRMENT OF LONG-LIVED ASSETS AND FOR LONG-LIVED ASSETS TO BE
DISPOSED OF
The Company accounts for long-lived assets in accordance SFAS No. 121,
ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS AND FOR LONG-LIVED
ASSETS TO BE DISPOSED Of.
This Statement requires that long-lived assets and certain
identifiable intangibles be reviewed for impairment whenever events or
changes in circumstances indicate that the carrying value of an asset
may not be recoverable. Recoverability of assets to be held and used
is measured by comparing the carrying amount of an asset to future net
cash flows expected to be generated by the asset. If such assets are
considered to be impaired, the impairment to be recognized is measured
by the amount by which the carrying amount of the assets exceed the
fair value of the assets. Assets to be disposed of are reported at the
lower of the carrying amount or fair value less costs to sell.
In accordance with its policy, the Company recorded a charge of
approximately $805,000 in 1999, no expense in 1998 and $2.4 million in
1997 for the impairment of long-lived assets. The impairment of the
assets on Saba occurred due to hurricane damages on the island,
33
<PAGE>
DEVCON INTERNATIONAL CORP.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
particularly the adjacent harbor used for export of aggregates. The
impairment of part of the Company's assets on St. Kitts and St. Croix
was due to lower volumes. The dredge in Antigua was impaired due to
obsolescence. The contracting segment had $334,000 of impairment
expense and the concrete and related products segment had $471,000 of
impairment expense in 1999.
(o) STOCK OPTION PLANS
Stock-based compensation is recognized in accordance with the
provisions of Accounting Principles Board ("APB") Opinion No. 25,
ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES, and related interpretations.
Compensation expense is recorded on the date of grant only if the
current market price of the underlying stock exceeded the exercise
price. For disclosure purposes, pro forma net income and pro forma
earnings per share are provided as if the fair- value-based method
defined in SFAS No. 123 had been applied.
(p) COMPREHENSIVE INCOME
On January 1, 1998, the Company adopted SFAS No. 130, REPORTING
COMPREHENSIVE INCOME. SFAS No. 130 establishes standards for reporting
and presentation of comprehensive income and its components in a full
set of financial statements. Comprehensive income consists of net
income and cumulative foreign currency translation and is presented in
the consolidated statements of stockholders equity and comprehensive
income. The statement requires only additional disclosures in the
consolidated financial statements; it does not affect the Company's
financial position or results of operations. Prior year financial
statements have been reclassified to conform to the requirements of
SFAS No. 130.
(q) SEGMENT REPORTING
Effective December 31, 1998, the Company adopted SFAS No. 131,
DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION.
This statement establishes standards for reporting information about a
company's operating segments and related disclosures about its
products, services, geographic areas of operations and major
customers. Adoption of this statement did not impact the Company's
results of operations or financial position. The "Segment Reporting"
note provides further information.
(r) Reclassification
Certain prior year amounts have been reclassified to conform with the
current year presentation.
34
<PAGE>
DEVCON INTERNATIONAL CORP.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(2) EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted
earnings per share data:
<TABLE>
<CAPTION>
1999 1998 1997
--------- --------- -------
<S> <C> <C> <C>
Weighted average number of
common shares outstanding -
basic 4,481,304 4,498,935 4,498,935
Effect of dilutive securities:
Options - 21,525 -
--------- --------- ------
Weighted average number of
common shares outstanding -
diluted 4,481,304 4,520,460 4,498,935
========= ========= =========
</TABLE>
Options to purchase 560,300 and 148,300 shares of common stock at
prices ranging from $2.17 to $3.75 per share, were outstanding for the
years ended December 31, 1999 and 1997, respectively, but were not
included in the computation of diluted earnings per share because the
inclusion of the options would be antidilutive. The options expire on
various dates.
The Company retired a total of 461,940 shares in the first quarter of
2000, of which 420,140 were in partial consideration for the sale of
the St. Thomas and Tortola operations in 2000 and 41,800 shares were
repurchased in 1999 on the Nasdaq market.
(3) RECEIVABLES
Receivables consist of the following:
December 31,
------------
1999 1998
---- ----
Concrete and related products
division trade accounts receivable $ 11,549,371 $ 11,672,685
Land development contracting
division trade accounts
receivable, including retainages 3,078,395 2,917,563
Accrued interest and other receivables 86,277 99,001
Notes and other receivables due from the
Government of Antigua and Barbuda, net 8,421,855 10,854,407
Trade notes receivable - other 4,282,719 5,294,250
Due from employees and officers 282,390 334,563
------------ ------------
27,701,007 31,172,469
Allowance for doubtful accounts
and notes (5,265,825) (5,387,560)
------------ ------------
$ 22,435,182 $ 25,784,909
============ ============
35
<PAGE>
DEVCON INTERNATIONAL CORP.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Receivables are classified in the consolidated balance sheets as follows:
December 31,
------------
1999 1998
----------- -----------
Current assets $12,878,643 $12,611,437
Noncurrent assets 9,556,539 13,173,472
----------- -----------
$22,435,182 $25,784,909
=========== ===========
Included in notes and other receivables are unsecured notes due from the
Government of Antigua and Barbuda totaling a net amount of $7,392,138 and
$9,745,542 in 1999 and 1998, respectively, $2.0 million of which is classified
as a current receivable. The Company currently accounts for the notes under the
cost recovery method. The gross balance of the notes is $34.0 million. The notes
called for both quarterly and monthly principal and interest payments until
maturity in 1997. The notes were not satisfied at maturity but the Antiguan
government has advised the Company that payments from agreed upon sources will
continue until the obligation is satisfied. The agreed upon sources are lease
proceeds from a rental of a United States military base, fuel tax revenues and
proceeds from a real estate venture. Cash receipts during 1999 from agreed upon
sources was $2.4 million. Interest income recognized for amounts received in
excess of amounts from agreed upon sources in 1999, 1998 and 1997 was $417,147,
$746,120 and $202,420, respectively.
Notes receivable from an Antiguan government agency, amounting to $855,803 in
1999 and 1998, are included in the total due from the government of Antigua,
along with Antigua-Barbuda Government Development Bonds 1994-1997 series
amounting to $173,914 and $253,062 in 1999 and 1998, respectively.
The Company also has net trade receivables from various Antiguan government
agencies of $75,179 and $77,185 in 1999 and 1998, respectively. Several of the
Company's customers perform services for the Antiguan government and depend on
payments from the government to satisfy their obligations to the Company.
Trade notes receivable - other consist of the following:
December 31,
-----------------
1999 1998
---- ----
Unsecured promissory notes receivable with
varying terms and maturity dates $ 456,729 $ 906,167
Notes receivable with varying terms
and maturity dates, secured by real estate 858,800 1,046,138
8.0 percent note receivable, due on demand,
secured by first mortgage on real
property 817,788 817,788
36
<PAGE>
DEVCON INTERNATIONAL CORP.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31,
------------
1999 1998
---- ----
Notes receivable bearing interest at 2.0
percent over prime interest rate, secured
by real estate 549,402 549,402
8.0 percent note receivable, due in
installments from August 2001 through
July 2005, secured by land and building 600,000 600,000
Note receivable bearing interest at the
prime rate due in installments through
November 2001 secured by equipment 1,000,000 --
12.5 percent note receivable, due in
installments through June 30, 2001
and secured by pledge of stock of
subsidiary company -- 516,080
8.0 percent note receivable, due in
installments through January 5, 2008,
secured by real estate -- 858,675
---------- ----------
$4,282,719 $5,294,250
========== ==========
(4) INVENTORIES
December 31,
------------
1999 1998
---- ----
Inventories consist of the following:
Sand, stone, cement and concrete block $2,539,005 $3,093,790
Maintenance parts 971,818 934,027
Other 318,627 440,901
---------- ----------
$3,829,450 $4,468,718
========== ==========
(5) INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES AND AFFILIATES
At December 31, 1999, the Company had equity interests in two real
estate ventures, a 2.1 percent equity interest in a real estate
project in the Bahamas (see Note 12) and a 33.3 percent interest in a
real estate company in Puerto Rico. Equity losses of $17,700 and
$39,000 were recognized in 1999 and 1998, respectively, on all
ventures combined.
December 31,
------------
1999 1998
---- ----
Real estate $277,081 $237,370
======== ========
37
<PAGE>
DEVCON INTERNATIONAL CORP.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(6) FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amount of financial instruments including cash, cash
equivalents, receivables - net, other current assets, accounts payable
trade and other, accrued expenses and other liabilities, notes payable
to banks, and current installments of long-term debt approximated fair
value at December 31, 1999 because of the short maturity of these
instruments. The carrying value of debt and notes receivable
approximated fair value at December 31, 1999 based upon the present
value of estimated future cash flows, except for the notes from the
Antigua and Barbuda government, which are accounted for under the cost
recovery method.
(7) LONG-TERM DEBT
Long-term debt consists of the following:
<TABLE>
<CAPTION>
December 31,
------------------
1999 1998
---- ----
<S> <C> <C>
Installment notes payable in monthly installments through
2005, bearing interest at a weighted average rate of 9.0
percent and secured by equipment with a carrying value
of about $18,326,000 $13,352,505 $13,153,577
Notes and mortgages payable in installments through 2003,
bearing interest at 8.00 to 8.50 percent and secured by real
property with
a carrying value of about $349,000 158,213 230,330
Unsecured notes payable due through 2002,
bearing interest at a weighted average
rate of 7.5 percent 903,594 784,313
Unsecured note payable to the Company's President, $1,000,000
due on demand and the balance due January 1, 2001 and bearing
interest at 2 percent over
the prime interest rate 3,275,000 5,607,732
Unsecured note payable due in installments from 2001 through
2005, balloon payment of $500,000 due on January 1, 2006,
interest
at 2.0 percent over prime interest rate 1,000,000 --
Note payable to a bank under a $1,000,000
line of credit, due on demand, bearing
interest at 1 percent over the prime rate 425,000 --
Notes payable to a bank under a $200,000
line of credit, due on demand, bearing
interest at the prime rate 200,000 --
</TABLE>
38
<PAGE>
DEVCON INTERNATIONAL CORP.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
<TABLE>
<CAPTION>
December 31,
------------------
1999 1998
---- ----
<S> <C> <C>
Note payable to a bank under a $500,000
unsecured overdraft facility due on demand,
bearing interest at 14.0 percent -- 88,108
Bank term loan of $6,000,000 due in monthly installments from
December 1996 through November 2002 and bearing interest at 1
percent over the prime interest rate. Secured by notes
receivable from the Government of Antigua and real property
and equipment with a net carrying value of
about $6,509,000 2,616,642 3,916,650
----------- -----------
Total debt outstanding $21,930,954 $23,780,710
=========== ===========
</TABLE>
The effective interest on all debt outstanding was 9.6 percent at
December 31, 1999 and 9.1 percent at December 31, 1998. A large
portion of this debt was paid off in the first quarter of 2000. For
further information se Note 18 of Notes to Consolidated Financial
Statements.
Shown in the consolidated balance sheets under the following captions:
December 31,
--------------------
1999 1998
---- ----
Current installments of long-term debt $ 6,956,246 $ 5,539,151
Notes payable to banks 625,000 88,108
Long-term debt 14,349,708 18,153,451
----------- -----------
$21,930,954 $23,780,710
=========== ===========
The total maturities of all outstanding debt subsequent to December
31, 1999 are as follows:
2000 $7,581,247
2001 6,947,901
2002 3,445,431
2003 2,205,608
2004 616,106
Thereafter 1,134,661
----------
$21,930,954
39
<PAGE>
DEVCON INTERNATIONAL CORP.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(8) INCOME TAXES
Income tax expense (benefit) consists of:
Current Deferred Total
------- -------- -----
1999:
Federal $ -- $ (19,404) $ (19,404)
State -- -- --
Foreign 292,635 -- 292,635
--------- --------- ---------
$ 292,635 $ (19,404) $ 273,231
========= ========= =========
1998:
Federal $ -- $ (735) $ (735)
State -- -- --
Foreign 340,176 -- 340,176
--------- --------- ---------
$ 340,176 $ (735) $ 339,441
========= ========= =========
1997:
Federal $ -- $ (35,081) $ (35,081)
State -- -- --
Foreign 402,619 (60,528) 342,091
--------- --------- ---------
$ 402,619 $ (95,609) $ 307,010
========= ========= =========
The significant components of deferred income tax benefit attributable
to income or loss from continuing operations for the years ended
December 31, 1999, 1998 and 1997 are as follows:
<TABLE>
<CAPTION>
December 31,
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Deferred income tax benefit $ (668,163) $(1,691,364) $(2,354,695)
Increase in valuation
allowance for deferred
tax assets 648,759 1,690,629 2,259,086
----------- ----------- -----------
$ (19,404) $ (735) $ (95,609)
=========== ===========
</TABLE>
<PAGE>
The actual expense differs from the "expected" tax expense computed by
applying the U.S. federal corporate income tax rate to earnings before
income taxes as follows:
<TABLE>
<CAPTION>
1999 1998 1997
----------- ----------- -----------
<S> <C> <C> <C>
Computed "expected"
tax (benefit) expense $(1,033,060) $ 280,063 $(5,177,864)
Increase (reduction) in income taxes resulting from:
State taxes net of federal
tax (benefit)expense -- 36,928 33,537
Repatriated earnings of
foreign subsidiary 901,000 561,000 3,252,100
Intercompany interest income
untaxed by foreign
jurisdiction (27,600) (451,008) (543,764)
</TABLE>
40
<PAGE>
DEVCON INTERNATIONAL CORP.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
1999 1998 1997
----------- ----------- -----------
Tax incentives granted to
foreign subsidiaries -- (496,580) (629,000)
Adjustment to prior year
deemed dividends from
foreign subsidiaries (155,852) (1,496,000) --
Net operating loss not
utilized 20,696 41,012 1,308,226
Change in deferred tax
valuation allowance 648,759 1,690,629 2,259,086
Differences in effective
rate in foreign
jurisdiction and other (80,712) 173,397 (195,311)
----------- ----------- -----------
$ 273,231 $ 339,441 $ 307,010
=========== =========== ===========
Deferred income taxes reflect the net tax effects of (a) temporary
differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax
purposes, and (b) net operating loss carryforwards.
Significant portions of the deferred tax assets and liabilities
results from the tax effects of temporary difference:
<TABLE>
<CAPTION>
December 31,
-------------------
1999 1998
---- ----
<S> <C> <C>
Deferred tax assets:
Allowance for bad debts $ 254,849 $ 225,757
Net operating loss carryforwards 7,532,204 6,794,322
Reserves and other 1,278,110 1,193,300
----------- -----------
Total gross deferred tax assets 9,065,163 8,213,379
Less valuation allowance (8,212,874) (7,564,115)
----------- -----------
Net deferred tax assets 852,289 649,264
----------- -----------
Deferred tax liabilities:
Plant and equipment, principally due
to differences in depreciation and
capitalized interest (1,231,941) (1,048,320)
Total gross deferred tax liabilities (1,231,941) (1,048,320)
----------- -----------
Net deferred tax liabilities $ (379,652) $ (399,056)
=========== ===========
</TABLE>
The valuation allowance for deferred tax assets as of December 31,
1999 was $8.2 million or about 91 percent of the potential deferred
tax benefit. The Company believes partial repatriation of foreign
earnings can utilize net operating losses.
In April 1988, the U.S. Virgin Islands Industrial Development
Commission (IDC) granted one of the Company's subsidiaries a 10-year
tax exemption expiring in April 1998. With some conditions and
exceptions, the Company's
41
<PAGE>
DEVCON INTERNATIONAL CORP.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(1) production and sale of ready-mix concrete; (2) production and sale
of concrete block on St. Thomas and St. Johns and outside of the U.S.
Virgin Islands; (3) production and sale of sand and aggregate; and (4)
bagging of cement from imported bulk cement, are 100 percent exempt
from U.S. Virgin Islands real property, gross receipts (currently 4
percent) and excise taxes, 90 percent exempt from U.S. Virgin Islands
income taxes, and about 83 percent exempt from U.S. Virgin Islands
customs duties. In January 1994, the Company was granted a five-year
extension, through April 2003, of the previous benefits.
At December 31, 1999, approximately $37.4 million of foreign
subsidiaries earnings have not been distributed and no U.S. income
taxes have been provided on them. These earnings are considered
permanently reinvested in the subsidiaries' operations, and when
earned, did not require income tax recognition under U.S. laws. Should
the foreign subsidiaries distribute these earnings to the parent
company or provide access to these earnings, taxes at the U.S. federal
tax rate, net of foreign tax credits, may be incurred.
At December 31, 1999, the Company had accumulated net operating loss
carryforwards available to offset future taxable income in its
Caribbean and U.S. operations of about $23.2 million, which expire at
various times through the year 2009.
(9) FOREIGN SUBSIDIARIES
Combined financial information for the Company's foreign Caribbean
subsidiaries, except for those located in the U.S. Virgin Islands and
Puerto Rico, are summarized here:
December 31,
-------------------
1999 1998
---- ----
Current assets $14,529,863 $10,335,419
Advances to the Company 4,135,354 1,085,169
Property, plant and equipment, net 15,727,631 18,850,273
Investment in joint ventures and
affiliates, net 183,207 154,369
Notes receivable, net 7,685,329 10,359,620
Other assets 925,723 1,228,052
----------- -----------
Total assets $43,187,107 $42,012.902
=========== ===========
Current liabilities $ 6,560,519 $ 4,464,755
Long-term debt 1,527,621 1,778,006
Equity 35,098,967 35,770,141
----------- -----------
Total liabilities and equity $43,187,107 $42,012,902
=========== ===========
1999 1998 1997
------------ ------------ ------------
Revenue $ 38,093,152 $ 34,361,166 $ 39,979,868
Expenses (39,263,436) (34,472,551) (43,140,338)
------------ ------------ ------------
Net loss $ (1,170,284) $ (111,385) $ (3,160,470)
============ ============ ============
42
<PAGE>
DEVCON INTERNATIONAL CORP.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(10) LEASE COMMITMENTS
The Company leases real property, buildings and equipment under
operating leases that expire over one to fifty-five years. Future
minimum lease payments under noncancellable operating leases as of
December 31, 1999 are as follows:
Operating
Leases
----------
Years ending December 31,
2000 $ 1,831,403
2001 1,474,160
2002 1,329,571
2003 1,166,386
2004 1,166,386
Thereafter 8,628,177
-----------
Total minimum lease payments $15,596,083
==========
Total operating lease expense was $4,118,946 in 1999, $3,985,965 in
1998 and $4,083,000 in 1997. Some operating leases provide for
contingent rentals or royalties based on related sales and production;
contingent expense amounted to $3,148 in 1999, $130,370 in 1998 and
$261,138 in 1997. Included in the above minimum lease commitments are
royalty payments due to the owners of the Societe des Carrieres de
Grand Case (SCGC) quarry. See Note 16.
During November 1997, the Company sold its leasehold right on a long
term land lease with the Dutch government of St. Maarten, and recorded
a $240,000 loss on disposition of leasehold. The property was
partially vacated during 1998, and the Company entered into a
month-to-month lease for a portion of the property.
On February 3, 1998, the Company sold Crown Bay Marina on St. Thomas,
U.S. Virgin Islands, for $3.3 million, which approximated the net book
value and related costs of disposition. Proceeds were utilized to
repay about $3.0 million in debt on the property. The related long
term operating lease was assigned to the new owner.
(11) SEGMENT REPORTING
The Company is organized based on the products and services it
provides. Under this organizational structure the Company has two
reportable segments: concrete and related products and contracting.
Concrete and related products includes manufacturing and distribution
of ready-mix concrete, block, crushed aggregate and cement.
Contracting consists of land development construction projects. The
accounting policies of the segments are the same as those described in
the summary of significant accounting policies.
43
<PAGE>
DEVCON INTERNATIONAL CORP.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31,
-------------------------------------
1999 1998 1997
---- ---- ----
Revenue (incl.intersegment):
Concrete and related
products $ 55,718,952 $ 50,923,706 $ 51,742,720
Contracting 13,289,689 15,358,591 9,851,776
Other -- 371,386 2,931,343
Elimination of
intersegment revenue (974,838) (475,431) (282,088)
------------ ------------ ------------
Total $ 68,033,803 $ 66,178,252 $ 64,243,751
============ ============ ============
Operating income (loss):
Concrete and related
products $ (2,198,221) $ 693,331 $ (4,322,497)
Contracting (300,594) 713,689 (3,501,538)
Other -- 115,686 433,976
Credit for litigation 1,160,137 460,794 (4,500,000)
Unallocated corporate
overhead (879,000) (1,037,794) (688,000)
------------ ------------ ------------
Total $ (2,217,678) $ 945,706 $(12,578,059)
============ ============ ============
Total assets:
Concrete and related
products $ 54,942,103 $ 55,369,245 $ 54,648,778
Contracting 10,720,392 12,906,969 12,652,785
Other 15,983,499 14,153,905 19,131,697
------------ ------------ ------------
Total $ 81,645,994 $ 82,430,119 $ 86,433,260
============ ============ ============
Depreciation and
amortization:
Concrete and related
products $ 4,723,099 $ 4,285,242 $ 4,446,488
Contracting 1,648,584 1,556,891 1,426,563
Other -- 22,526 270,675
------------ ------------ ------------
Total $ 6,371,683 $ 5,864,659 $ 6,143,726
============ ============ ============
Capital expenditures:
Concrete and related
products $ 7,924,195 $ 4,565,167 $ 6,883,182
Contracting 358,099 3,024,156 1,619,025
Other -- -- 32,311
------------ ------------ ------------
Total $ 8,282,294 $ 7,589,323 $ 8,534,518
============ ============ ============
Operating income (loss) is revenue less operating expenses. In
computing operating income (loss), the following items have not been
added or deducted: interest expense, income tax expense, equity in
earnings from unconsolidated joint ventures and affiliates, interest
and other income, minority interest and gain or loss on sales of
equipment.
44
<PAGE>
DEVCON INTERNATIONAL CORP.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
The note receivable from the Government of Antigua and Barbuda is
included in identifiable assets, other.
Revenue by geographic area includes only sales to unaffiliated
customers, as reported in the Company's consolidated statements of
operations. Foreign contract work performed by a U.S. domiciled
company is considered foreign revenue for the purpose of the following
table:
December 31,
-------------------------------------
1999 1998 1997
---- ---- ----
Revenue by geographic areas:
U.S. and its territories $22,970,710 $24,374,409 $22,663,090
Netherlands Antilles 8,725,220 8,646,509 11,195,673
Antigua and Barbuda 11,822,155 10,785,627 11,782,953
French West Indies 8,718,285 6,324,012 5,011,572
Other foreign areas 15,797,433 16,047,695 13,590,464
----------- ----------- -----------
Total $68,033,803 $66,178,252 $64,243,752
=========== =========== ===========
Long-lived assets by geographic areas:
U.S. and its territories $18,849,542 $25,860,450
Netherlands Antilles 1,232,142 2,218,336
Antigua and Barbuda 8,501,170 6,105,165
French West Indies 4,581,460 5,749,216
Other foreign areas 5,178,977 6,006,396
-----------
Total $38,343,291 $45,939,563
===========
(12) RELATED PARTY TRANSACTIONS
The Company leases a 4.4 acre parcel of real property from the
Company's President. He received $49,303 in annual rent in 1999, 1998,
and 1997. respectively.
At December 31, 1999, the Company had borrowed approximately $3.3
million from the Company's President. The note is unsecured and bears
interest at a rate variable with the prime rate. One million is due on
demand and $2.3 million is due on April 1, 2001. The President has the
option to make the note due on demand should a "Change of Control"
occur. A Change of Control has occurred if a person or group acquires
15 percent or more of the common stock or announces a tender offer
which, if successful, would result in ownership by a person or group
of 15 percent or more of the common stock.
At December 31, 1999, the Company has borrowed approximately $1.6
million from a Board member of the Company and his wife. The notes are
secured by various pieces of equipment and bear interest at a rate of
10 percent per annum with monthly payments being made through March of
2004.
At December 31, 1999 the Company had an investment and advances
totaling $177,000 representing 2.1 percent interest in a real estate
joint venture in which the President and one Board member also
participate with equity
45
<PAGE>
DEVCON INTERNATIONAL CORP.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
interests of 16.8 percent and 1.7 percent, respectively. The interest
is carried at cost, accordingly no income or loss has been recorded
from this investment. The Company has a $23.8 million contract with
the venture to perform land preparation services. In connection with
this contract, the Company has recorded revenue of $5.4 million during
1999. The backlog on the contract as of December 31, 1999 was $15.1
million. The Company's activity with this project has slowed down
substantially. There is a substantial uncertainty whether or not the
venture will receive its total financing and necessary permits to
proceed, thus the timing and amount could vary.
On November 1, 1999, the Company extended a $1.0 million note to the
venture, secured by equipment. See Note 3 of Notes to Consolidated
Financial Statements. As of December 31, 1999 the Company had trade
receivables, net of billings in excess of costs and estimated
earnings, from the venture of approximately $920,000. If the venture
does not receive its ultimate financing, it is unlikely the $920,000
will be paid. However, the Company's President has personally
guaranteed up to $1.2 million of the outstanding trade receivables
from the venture, subject to exhaustion by the Company of all other
remedies. The Company expects to receive interim payments from the
venture's cash resources to cover its incremental costs while the
venture is seeking its total financing.
Other assets include amounts due from officers and employees as a
result of payments made by the Company pursuant to a split-dollar life
insurance plan. The Company's advances to pay premiums are secured by
a pledge of the cash value of the issued policies. Amounts due to the
Company under the split-dollar life insurance plan was $763,337 in
1999 and $673,379 in 1998, respectively.
(13) STOCK OPTION PLANS
The Company adopted stock option plans for officers and employees in
1986, 1992 and 1999. While each plan terminates 10 years after the
adoption date, issued options have their own schedule of termination.
Until 1996, 2002 and 2009, options to acquire up to 300,000, 350,000
shares, and 350,000 shares respectively, of common stock may be
granted at no less than fair market value on the date of grant.
All stock options granted pursuant to the 1986 Plan not already
exercisable, vest and become fully exercisable (1) on the date the
Optionee reaches 65 years of age and for the six-month period
thereafter or as otherwise modified by the Company's Board of
Directors, (2) on the date of permanent disability of the Optionee and
for the six-month period thereafter, (3) on the date of a change of
control and for the six-month period thereafter, and (4) on the date
of termination of the Optionee from employment by the Company without
cause and for the six-month period after termination.
Stock options granted under the 1992 and 1999 Plan vest and become
exercisable in varying terms and periods set by the Compensation
Committee of the Board of Directors. Options issued under the 1992 and
1999 Plan expire after 10 years.
46
<PAGE>
DEVCON INTERNATIONAL CORP.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
The Company adopted a stock-option plan for directors in 1992 which
terminates in 2002. Options to acquire up to 50,000 shares of common
stock may be granted at no less than the fair-market value on the date
of grant. The 1992 Directors' Plan provides each director an initial
grant of 8,000 shares and additional grants of 1,000 shares annually
immediately subsequent to their reelection as a director. Stock
options have 10-year terms, vest and become fully exercisable six
months after the issue date. Stock option activity by year was as
follows:
<TABLE>
<CAPTION>
Employee Plans Directors Plan
Exercise Exercise
Shares Price Shares Price
------ -------- ------ ------
(All exercise prices rounded to the nearest dollar)
<S> 0 <C> <C> <C> <C>
Balance at
12/31/96 448,955 $2 to $10 32,000 $6 to $14
Granted 30,000 $5 3,000 $5
Exercised - - - -
Expired (83,180) - - -
------- ------
Balance at
12/31/97 395,775 $2 to $10 35,000 $5 to $14
Granted 110,000 $2 to $4 3,000 -
Exercised - - - -
Expired (4,000) - - -
------- ------
Balance at
12/31/98 501,775 $2 to $10 38,000 $3 to $14
Granted 318,000 $2 to $3 11,000 $3
Exercised - -
Expired (30,000) - -
------- -------
Balance at
12/31/99 789,775 $2 to $10 49,000 $3 to $14
Exercisable 332,725 49,000
======= ======
Available for
future grant 70,000 1,000
======= ======
</TABLE>
<PAGE>
Weighted average information:
<TABLE>
<CAPTION>
Total Outstanding Options Exercisable Options
------------------------------------------------ --------------------------------
Weighted Weighted Weighted
Option Number of Average Remaining Number of Average
Price Range Shares Price Life Shares Price
----------- --------- ------- --------- --------- ------
<S> <C> <C> <C> <C> <C> <C>
$1.50 - $ 2.33 486,300 $1.81 8.9 years 144,675 $2.30
$2.94 - $ 6.25 109,000 $3.84 8.3 years 41,000 $3.99
$6.75 - $14.00 243,475 $7.60 5.0 years 196,050 $7.74
------- -------
Total 838,775 $3.75 7.8 years 381,725 $5.28
------- -------
</TABLE>
47
<PAGE>
DEVCON INTERNATIONAL CORP.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
The per-share weighted-average fair value of stock options granted
during 1999, 1998 and 1997 was $1.10, $1.89 and $2.46 respectively, on
the grant date using the Black Scholes option-pricing model with the
following assumptions:
1999 1998 1997
------ ------ ------
Expected dividend yield -- -- --
Expected price volatility 51.5% 38.5% 21.4%
Risk-free interest rate 5.4% 5.6% 5.7%
Expected life of options 10 years 10 years 10 years
The Company applies APB Opinion No. 25 in accounting for its plan and,
accordingly, no compensation cost has been recognized for stock options
in the consolidated financial statements. Had the Company determined
compensation costs based on fair value at the grant date for our stock
options under SFAS No. 123, the Company's consolidated net income or loss
would have been the pro forma amounts below:
1999 1998 1997
------------- ----------- --------------
Net (loss) income,
as reported $ (3,311,644) $ 484,273 $ (15,536,023)
Net (loss) income,
pro forma $ (3,471,627) $ 335,277 $ (15,651,524)
Basic (loss) earnings
per share from
continuing operations,
as reported $ (0.74) $ 0.11 $ (3.45)
============= =========== ==============
Basic (loss) earnings
per share from
continuing operations,
pro forma $ (0.77) $ 0.07 $ (3.48)
============= =========== ==============
(14) EMPLOYEE BENEFIT PLANS
The Company sponsors a 401(k) plan for some employees over the age of
21 with 1,000 hours of service in the previous 12 months of
employment. The Company matches employee contributions up to 3.0
percent of an employee's salary. Company contributions totaled
$167,975 in 1999, $160,446 in 1998, and $148,183 in 1997.
(15) COSTS AND ESTIMATED EARNINGS ON CONTRACTS
December, 31
---------------------------
1999 1998
---- ----
Costs incurred on uncompleted
contracts $ 8,164,993 $ 7,046,412
Costs incurred on completed
contracts 17,463,450 12,331,066
Estimated earnings 5,622,786 4,188,262
------------ ------------
31,251,229 23,565,740
Less: Billings to date (32,018,765) (23,170,190)
------------ ------------
$ (767,536) $ 395,550
============ ============
48
<PAGE>
DEVCON INTERNATIONAL CORP.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Included in the accompanying consolidated balance sheets under the
following captions:
December 31,
---------------------
1999 1998
---- ----
Costs in excess of billings
and estimated earnings $ 258,780 $ 710,557
Billings in excess of costs
and estimated earnings (1,026,316) (315,007)
----------- -----------
$ (767,536) $ 395,550
=========== ===========
(16) COMMITMENTS AND CONTINGENCIES
The Company has contingent obligations and has made guarantees in
connection with acquisitions, joint ventures, employee and
construction bonding and a tax exemption. As part of the 1995
acquisition of Societe des Carrieres de Grand Case ("SCGC"), a French
company operating a ready- mix concrete plant and quarry in St.
Martin, the Company agreed to pay the quarry owners, who were also the
owners of SCGC, a royalty payment of $550,000 per year through August
2000. The agreement may be renewed, at the Company's option, for two
successive five-year periods and require annual payments of $550,000
per year. At the end of the 15-year royalty period, the Company has
the option to purchase this 50-hectare property for $4.4 million.
In 1989, the Company entered into a new Life Insurance and Salary
Continuation Agreement with the Company President. Should the Company
cease to employ the President because of his disability or death, the
Company agreed to pay the President or his designated beneficiary an
amount equal to his salary and bonus for a period of five years. The
Company has not accrued for this salary continuation over the expected
remaining period of the President's active employment as the agreement
does not provide for payment upon retirement. Based on present facts
and circumstances, future payments cannot be determined at this time.
On April 8, 1999, a final judgment was entered in favor of the Company
and against the Greater Orlando Aviation Authority ("GOAA") in the
amount of $542,688. On May 7, 1999, the Florida circuit court awarded
prejudgment interest on the judgment amount from August 8, 1995 until
paid. The Company filed an appeal on the underlying merits of the case
to seek reimbursement of additional costs and profit in connection
with the construction project, which was performed between 1992 and
1995. On August 20, 1999, the Company settled this litigation with
GOAA and received $850,000.
In 1992, Fore Golf, Inc. sued the Company in the Ninth Judicial
Circuit, Orange County, Florida, Case No. CI-92-5289. The Company was
sued by Fore Golf, Inc. for work which this subcontractor allegedly
performed in 1990 and 1991 during construction of two golf courses at
Disney World in Orlando, Florida, the alleged unpaid contract balance
in connection with this project, and inefficiency costs. In June 1997,
the court issued an order establishing liability and damages against
the Company. The Court entered a final judgment in favor of the
plaintiff for damages and
49
<PAGE>
DEVCON INTERNATIONAL CORP.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
prejudgment interest. Subsequently, the trial court also awarded the
plaintiff attorneys' fees. The Company accrued a total of $4.5 million
in 1997. The Company posted a bond for the damages, prejudgment
interest and plaintiff's attorneys' fees. This bond is personally
guaranteed by the Company's President. The Company settled its lawsuit
with Fore Golf, Inc. and its creditors in March 1999. The settlement
called for a cash payment of approximately $300,000 and aggregate
payments of $460,000 over a period of four years. The Company settled
on payment terms with the lawyers of Fore Golf during the third
quarter of 1999 and their request for hearing to receive a multiplier
on the lawyer's fee award in the Florida Supreme Court was denied in
October of 1999.
Credit for litigation of $1,160,137 was recognized in 1999 as a result
of differences from amounts originally provided for and actual
settlements and court judgements.
In the late 1980s, Bouwbedrijf Boven Winden, N.V., ("BBW") currently a
Devcon subsidiary in the Netherlands Antilles, supplied concrete to a
large apartment complex on the French side of St. Maarten. In the
early 1990's the buildings began to develop exterior cracking and
"popouts." In November 1993, BBW was named one of several defendants
including the building's insurer, in a suit filed by Syndicat des
Coproprietaires la Residence Le Flamboyant (condominium owners
association of Le Flamboyant), in the French court "Tribunal de Grande
Instance de Paris", case No. 510082/93. A French court assigned an
expert to examine the cause of the cracking and popouts and to
determine if the cracking/popouts are caused by a phenomenon known as
alkali reaction (ARS). The expert found in his report, dated December
3, 1998, BBW responsible for the ARS. The plaintiff is seeking
unspecified damages, including demolition and replacement of the 272
apartments. Based on the advice of legal counsel a judgment assessed
in a French court would not be enforceable against a Netherlands
Antilles company. Thus, the plaintiff would have to file the same
claim in an Antillean court. It is too early to predict the final
outcome of this matter during 1999 and no actions have been taken in
or by the court. Management believes the Company's defenses to be
meritorious and does not believe that the outcome will have a material
adverse effect on the consolidated financial position, results of
operations or cash flows of the Company.
In December 1995 the Virgin Islands Water and Power Authority ("WAPA")
notified the Company that a fuel oil leak was being investigated at
WAPA's St. Croix generating facility adjacent to a property owned by
the Company's Virgin Islands subsidiary. This notification further
stated that WAPA had notified all required federal and local agencies
and that WAPA would properly mitigate any damage to the Company's
property. WAPA is in the process of performing mitigation activities
on the Company's property and has submitted copies of its reports to
government agencies to the Company. The Company has not incurred any
cost related to the mitigation activities. The Company entered on
October 1, 1999 into an agreement to sell the property to WAPA. The
sale was closed in February 2000. The Company has no future liability
from this oil spill.
The Company is involved in other litigation and claims arising in the
normal course of business. The Company believes that such litigation
and
50
<PAGE>
DEVCON INTERNATIONAL CORP.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
claims will be resolved without a material adverse effect on the
Company's consolidated financial position or results of operations.
The Company is subject to federal, state and local environmental laws
and regulations. Management believes that the Company is in compliance
with these laws and regulations. Compliance with environmental
protection laws has not had a material adverse impact on the Company's
consolidated financial condition or results of operations and is not
expected to have a material adverse impact in the foreseeable future.
The Company sold substantially all of its interest in a real estate
joint venture with the Government of Antigua and Barbuda to a third
party in 1990. In connection with this sale, the purchaser assumed the
Company's guarantee of payment to the Government of Antigua and
Barbuda made upon the formation of the joint venture. This guarantee,
which would become an obligation of the Company in the event of a
default by the purchaser, provides that net profits from the joint
venture's operations will equal or exceed $20,000 per month. No
liability has been incurred by the Company nor have payments been made
by the Company or the purchaser in connection with this guarantee. The
guarantee expires upon the sale or disposal by the venture of its real
estate. There are no current plans to sell or dispose of any of the
venture's property.
(17) BUSINESS AND CREDIT CONCENTRATIONS
The Company's customers are concentrated in the Caribbean and are
primarily involved in contracting. Credit risk may be affected by
economic and political conditions in the countries where the Company
operates. Potential concentrations of credit risk include receivables
and costs in excess of billings and estimated earnings. No single
customer accounted for a significant amount of the Company's sales in
1999, 1998 or 1997 and there are no significant receivables from a
single customer as of December 31, 1999 or 1998, other than the notes
receivable from the Government of Antigua and Barbuda and the
receivable from the construction project in the Bahamas. Although
receivables are generally not collateralized, the Company may place
liens or their equivalent in the event of nonpayment. The Company
estimates an allowance for doubtful accounts based on the
creditworthiness of customers as well as general economic conditions
of the countries where it operates. An adverse change in these factors
would affect the Company's estimate of bad debts.
The Company has a construction project with a backlog of $15.0
million. A subsidiary and two of the Company's directors are minority
partners of, and the Company's President is Chairman of, the entity
developing the project. This partnership does not yet have the
financing to complete the project, therefore, the amount of the
backlog could substantially diminish and the timing of completion of
the contract could vary.
The Company has separate union agreements with its employees on St.
Thomas, St. Croix and Antigua. The agreement on St. Thomas expires
3/28/2000, on St. Croix 3/31/2001 and on Antigua 11/1/2000. There can
be
51
<PAGE>
DEVCON INTERNATIONAL CORP.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
no assurances that said agreements will be reviewed without labor
disturbances or conflicts. In the past there have been no labor
conflicts. The Company's ability to produce its own sand and stone
gives it a competitive advantage because of the substantial investment
required to produce sand and stone, the difficulty in obtaining the
necessary environmental permits to establish quarries, and the
moratorium on mining beach sand imposed by most Caribbean countries.
If the Company is unable to produce its own sand and stone, the
consolidated financial position, results of operations, or cash flows
could be adversely affected.
(18) SUBSEQUENT EVENTS
On January 7, 2000 the Company closed a transaction to sell certain
concrete related assets on St. Thomas, USVI and the subsidiary Devcon
Masonry Products (BVI), Ltd. to a purchaser and the purchaser's
related parties. The selling price was $6 million in cash, a note for
$2.5 million payable over three years and 420,000 shares of Devcon
International Corp. The shares were valued at $2.4 million at the day
of closing. The book value of the assets sold, including certain
expenses and contingency accrual, was $8.3 million. Therefore the
Company will realize in the first quarter of 2000 a gain on this
transaction before tax of $2.6 million.
On February 3, 2000 the Company closed a transaction to sell real
property in St. Croix. The selling price was $2.3 million in cash. The
book value of the property was $1.9 million realizing in the first
quarter a gain on the transaction of approximately $348,000 before
taxes.
On February 22, 2000 the Company closed a transaction to sell certain
bulk cement terminal assets on four of the islands in the Caribbean.
The purchasers were Union Maritima International (UMAR) and some of
its affiliated companies. The selling price was $19.6 million in cash.
The book value of the assets, including certain expenses and
contingency accruals, was $3.6 million. The Company entered at the
same time into an agreement to manage the terminals for one year, with
a 90 day termination option for both parties. It also entered into a
supply agreement, whereby it will buy cement from the terminals for
five years, for its own use in the Company's batch and block plants.
The agreement has stipulations so that the Company will be able to
enjoy the best price available in the local market from any cement
supplier. The Company sold cement to third parties in 1999 and entered
into a renewable one year contract to distribute cement on these four
islands. This distribution agreement has a 90-day termination option
for both parties. The Company will recognize a gain in the first
quarter of 2000 of approximately $16.0 million before taxes.
On March 16, 2000 the Company closed on a related transaction to sell
its company in Dominica to an affiliated company of UMAR. The selling
price was $3.9 million plus an earnout of 50% of the profits or losses
of a portion of the Company's operations. The book value of the
assets, including certain expenses and contingency accruals, was $3.0
million. The gain on the transaction will be deferred to the first
quarter of 2002, when the earnout period has finished.
52
<PAGE>
DEVCON INTERNATIONAL CORP.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
The Company has used the proceeds from these transactions to pay off
most of its equipment financing debt, bank debt and other debt. The
total amount of prepayments to creditors in year 2000 through March 15
was $13.7 million.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
We have had no changes in or disagreements with our independent
certified public accountants on accounting and financial disclosure.
53
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The information on our directors and executive officers is
incorporated by reference to the our Proxy Statement to be filed with
the Securities and Exchange Commission pursuant to Regulation 14A not
later than 120 days after the end of the fiscal year covered by this
report. Information as to executive officers is included in Part I of
this report.
ITEM 11. EXECUTIVE COMPENSATION.
The information required for this item is also incorporated by
reference to our Proxy Statement. The information included in the
proxy statement pursuant to Rule 402(i), (k) and (l) is not
incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The information required for this item is also incorporated by
reference to our Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information required for this item is also incorporated by
reference to our Proxy Statement.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K.
(a) The following documents are filed as part of this report:
(1) Consolidated Financial Statements.
An index to consolidated financial statements for the year
ended December 31, 1999 appears on page 20.
(2) Financial Statement Schedule.
The following financial statement schedule for each of the
years in the three-year period ended December 31, 1999 is
submitted herewith:
Form 10-K
(Page Number(s)
Item
Financial Statement Schedule
Schedule II - Valuation and Qualifying Accounts.......... 59
All other financial schedules are omitted because they are
not required, inapplicable, or the information is otherwise
shown in the consolidated financial statements or notes
thereto.
54
<PAGE>
(3) Exhibits.
<TABLE>
<CAPTION>
Exhibit Description
<S> <C>
3.1 Registrant's Restated Articles of Incorporation (1)(3.1)
3.2 Registrant's Amended and Restated Bylaws (15) (3.2)
10.1 Registrant's 1986 Non-Qualified Stock Option Plan (2)(10.1)
10.2 Registrant's 1992 Stock Option Plan (9)(A)
10.3 Registrant's 1992 Directors' Stock Option Plan (9)(B)
10.4 V. I. Cement and Building Products Inc. 401(k) Retirement and Savings
Plan (13)(10.4)
10.5 Life Insurance and Salary Continuation Agreement dated as of March 29,
1989, between the Registrant and Donald L. Smith, Jr.(4)(10.13)
10.6 Form of Indemnification Agreement between the Registrant, and its
directors and certain of its officers(5)(A)
10.7 St. John's Dredging and Deep Water Pier Construction Agreement dated as
of April 3, 1987, by and between Antigua and Barbuda and Antigua Masonry
Products, Limited (the "Set. Johns Agreement") (5)(10.1)
10.8 Amendment No. 1 to the St. John's Agreement dated June 15, 1988(6)(10.2)
10.9 Amendment No. 2 to the St. John's Agreement dated December 7, 1988 (8)
(10.34)
10.10 Amendment No. 3 to the St. John's Agreement dated January 23, 1989 (8)
(10.35)
10.11 Amendment No. 4 to the St. John's Agreement dated April 5, 1989 (8)
(10.36)
10.12 Amendment No. 5 to the St. John's Agreement dated January 29, 1991 (8)
(10.37)
10.13 Amendment No. 6 to the St. Johns Agreement dated November 30, 1993
(11)(10.39)
10.14 Amendment No. 7 to the St. John's Agreement, dated December 21, 1994
(13) (10.14)
10.15 Amendment No. 8 to the St. John's Agreement, dated October 23, 1996 (13)
(10.15)
10.16 Guarantee dated June 12, 1989, from the Registrant to Banco Popular de
Puerto Rico(6)(10.6)
10.17 Lease dated October 31, 1989, between William G. Clarenbach and Pricilla
E. Clarenbach, as lessors, and Controlled Concrete Products, Inc., as
lessee (1)(10.26)
10.18 Lease dated April 13, 1981, between Mariano Lima and Genevieve Lima, as
lessors, and the Registrant, as lessee(1)(10.28)
10.19 Lease dated May 23, 1983, between the Government of the Virgin Islands,
as lessor, and Controlled Concrete Products, Inc. as lessee(1)(10.29)
10.20 Lease dated February 24, 1989, between Felix Pitterson, as lessor, and
V.I. Cement and Building Products, Inc., as lessee(1)(10.30)
10.21 Lease dated September 1, 1989, between Donald L. Smith, Jr., as lessor,
and the Registrant, as lessee(1)(10.31)
10.22 Lease dated September 12, 1966, between His Honour Hugh
Burrowes, a Commander of the British Empire of
Government House in the Island of Antigua, as lessor,
and The Antigua Sand and Aggregate Limited, as
lessee(1)(10.32)
10.23 Notes receivable from Red Pond Estates, N.V. in the principal sums of
$242,516, $139,478 and $167,740, respectively (10) (10.41)
10.24 Material Purchase Agreement, dated August 17, 1995, between Bouwbedrijf
Boven Winden, N.V. and Hubert Petit, Francois Petit and Michel Petit
(12) (10.41)
10.25 Stock Purchase Agreement, dated August 17, 1995, between the Registrant
and Hubert Petit, Francois Petit and Michel Petit (12)(10.42)
55
<PAGE>
10.26 Loan Agreement dated November 12, 1996 between V. I. Cement and Building
Products, Inc. and Banco Popular de Puerto Rico (13) (10.31)
10.27 $6,000,000 Installment Note dated November 12, 1996 between V. I. Cement
and Building Products, Inc. and Banco Popular de Puerto Rico (13)
(10.32)
10.28 $1,000,000 Promissory Note dated November 12, 1996 between V. I. Cement
and Building Products, Inc. and Banco Popular de Puerto Rico (13)
(10.33)
10.29 Time Charter Agreement, dated October 28, 1996, between Caribbean Cement
Carriers, Ltd. and Kristian Gerhard Jebsen Skibsrederi A/S (13) (10.34)
10.30 Form of Note between Devcon International Corp. and Donald L. Smith, Jr.
(15)(10.31)
10.31 Form of Note between Devcon International Corp. and Robert A. Steele
(15) (10.32)
10.32 Asset Purchase Agreement between Caricement B.V., Union Maritima
International S.A. and Devcon International Corp. and its subsidiaries
dated February 22, 2000 (18)
10.33 Stock Purchase Agreement between Caribbean Construction and Development,
Ltd., Devcon International Corp. and Caricement Antilles N.V. dated
February 22, 2000 (18)
10.34 Purchase Agreement by and among Devcon International Corp., V.I. Cement
and Building Products, Inc., Paulina Dean, St. Thomas Concrete, Inc. and
W. Kemble Ketcham dated January 7, 2000 (16)
10.35 Supply Agreement between Union Maritima International S.A. and Devcon
International Corp. dated December 29, 1999 (19)
10.36 Distributorship Agreement between Union Maritima International S.A. and
Devcon International Corp. dated February 22, 2000 (19)
10.37 Registrant's 1999 Stock Option Plan (17)
21.1 Registrant's Subsidiaries (19)
23.1 Consent of KPMG LLP (19)
27.1 Financial Data Schedule (19)
- -------------
(1) Incorporated by reference to the exhibit shown in parenthesis and filed
with the Registrant's Registration statement on Form S-2 (No. 33-31107).
(2) Incorporated by reference to the exhibit shown in the parenthesis and
filed with the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1987 (the "1987 10-K").
(3) Incorporated by reference to the exhibit shown in the
parenthesis and filed with the Registrant's Form 8 dated
July 14, 1988 to the 1987 10-K.
(4) Incorporated by reference to the exhibit shown in the parenthesis and
filed with the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1988 (the "1988 10-K").
(5) Incorporated by reference to the exhibit shown in
parenthesis and filed with the Registrant's Proxy
Statement dated May 30, 1989.
(6) Incorporated by reference to the exhibit shown in
parenthesis and filed with the Registrant's Form 8 dated
August 17, 1989 to the 1988 10-K.
(7) Incorporated by reference to the exhibit shown in
parenthesis and filed with Registrant's Current Report
on Form 8-K dated May 2, 1990.
(8) Incorporated by reference to the exhibit showing in
parenthesis and filed with the Registrant's Annual
Report on Form 10-K for the year ended December 31,
1991.
(9) Incorporated by reference to the exhibit showing in
parenthesis and filed with the Registrant's Proxy
Statement dated May 6, 1992.
(10) Incorporated by reference to the exhibit showing in
parenthesis and filed with the Registrant's Annual
Report on Form 10-K for the year ended December 31,
1992.
56
<PAGE>
(11) Incorporated by reference to the exhibit showing in
parenthesis and filed with the Registrant's Annual
Report on Form 10-K for the year ended December 31,
1993.
(12) Incorporated by reference to the exhibit showing in
parenthesis and filed with the Registrant's Annual
Report on Form 10-K for the year ended December 31,
1995.
(13) Incorporated by reference to the exhibit showing in
parenthesis and filed with the Registrant's Annual
Report on Form 10-K for the year ended December 31,
1996.
(14) Incorporated by reference to the exhibit showing in
parenthesis and filed with the Registrant's Annual
Report on Form 10-K for the year ended December 31,
1997.
(15) Incorporated by reference to the exhibit showing in
parenthesis and filed with the Registrant's Annual
Report on Form 10-K for the year ended December 31,
1998.
(16) Incorporated by reference to the exhibit showing in
parenthesis and filed with the Registrant's Report on
Form 8K dated January 7, 2000.
(17) Incorporated by reference to the exhibit showing in
parenthesis and filed with the Registrant's Report on
Form S-8 dated December 7, 1999.
(18) Incorporated by reference to the exhibit showing in
parenthesis and filed with the Registrant's Report on
Form 8K dated February 22, 2000.
(19) Filed herewith.
Management employee contracts, compensatory plans and other arrangements
included as part of the exhibits referred to above are as follows:
10.1 Registrant's 1986 Non Qualified Stock Option Plan (2) (10.1)
10.2 Registrant's 1992 Stock Option Plan (9)(A)
10.3 Registrant's 1992 Directors' Stock Option Plan (9) (B)
10.4 V. I. Cement and Building Products, Inc. 401(k) Retirement and Savings
Plan (13) (10.4)
10.5 Life Insurance and Salary Continuation Agreement dated as of March 29,
1989, between the Registrant and Donald L. Smith, Jr.(4)(10.13)
10.6 Registrant's 1999 Stock Option Plan (17)
</TABLE>
(b) Reports on Form 8-K.
No Reports on Form 8-K were filed by the Registrant during the last quarter of
the period covered by this report.
57
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
March 30, 2000 DEVCON INTERNATIONAL CORP.
By:/S/ DONALD L. SMITH, JR.
------------------------
Donald L. Smith, Jr.
Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
DEVCON INTERNATIONAL CORP.
March 30, 2000 By:/S/ DONALD L. SMITH, JR.
------------------------
Donald L. Smith, Jr.
Chairman, President and
Chief Executive Officer
March 30, 2000 By:/S/ RICHARD L. HORNSBY
----------------------
Richard L. Hornsby
Executive Vice President
and Director
March 30, 2000 By:/S/ JAN A. NORELID
------------------
Jan A. Norelid
Vice President of Finance,
Chief Financial Officer and
Treasurer
March 30, 2000 By:/S/ ROBERT A. STEELE
--------------------
Robert A. Steele
Director
March 30, 2000 By:/S/ ROBERT L. KESTER
--------------------
Robert L. Kester
Director
March 30, 2000 By:/S/ W. DOUGLAS PITTS
--------------------
W. Douglas Pitts
Director
March 30, 2000 By:/S/ JOSE A. BECHARA, JR.
------------------------
Jose A. Bechara, Jr., Esq.
Director
58
<PAGE>
Schedule II
Valuation and Qualifying Accounts
<TABLE>
<CAPTION>
Allowance for Doubtful Balance at Additions Balance
Accounts for the Year Beginning Charged to at End
Ended December 31, of Year Expense Deductions of Year
- ------------------ -------- --------- ---------- -------
<S> <C> <C> <C> <C> <C>
1997 $2,971,591 $2,336,089 $ (322,841) $4,984,839
========== ========== =========== ==========
1998 $4,984,839 $ (36,191) $ (243,613) $4,705,035
========== ========== =========== ==========
1999 $4,705,035 $ (174) (352,252) $4,352,609
========== ========== =========== ==========
Allowance for Doubtful
Notes Receivable Balance at Additions Balance
Accounts for the Year Beginning Charged to at End
Ended December 31, of Year Expense Deductions of Year
- ------------------ -------- --------- ---------- -------
1997 $ 112,533 $ 596,156 $ 104,537 $ 813,226
=========== ========== ============ ===========
1998 $ 813,226 $ (30,701) $ (100,000) $ 682,525
=========== ========== ============ ===========
1999 $ 682,525 $ 230,691 $ - $ 913,216
=========== ========== ============ ===========
</TABLE>
59
EXHIBIT 10.35
SUPPLY AGREEMENT
THIS SUPPLY AGREEMENT (this "Agreement") is made as of this 29th day of
December, 1999 by and between Union Maritima Internacional, S.A., a Spanish
company ("UMAR," together with its affiliates as they become parties to this
Agreement from time to time, are herein referred to as "SUPPLIER"), DEVCON
INTERNATIONAL CORP., a Florida corporation ("DEVCON") and its wholly owned
subsidiaries listed on EXHIBIT A hereto (the "SUBSIDIARIES" and together with
Devcon, are herein referred to as the "PURCHASERS" and each individually as a
"PURCHASER").
RECITALS:
A. Supplier is in the business, among other things, of selling cement
(the "PRODUCT").
B. Purchasers are in the business of ready-mix and block production.
C. Supplier, Devcon and/or certain of their affiliates have entered
into that certain Asset Purchase Agreement dated November 22, 1999 (the "ASSET
PURCHASE AGREEMENT") wherein Devcon and/or its affiliates are selling certain
assets to Supplier and/or its affiliates. A condition to the Asset Purchase
Agreement is the agreement by Supplier to supply and by Purchasers to purchase
the Product based on the terms and conditions set forth herein.
D. Supplier and Purchasers wish to enter into this Agreement in order
to establish terms, conditions and procedures for the sale by Supplier to
Purchasers of the Product.
AGREEMENTS:
NOW, THEREFORE, for and in consideration of the mutual promises herein
contained and other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, Supplier and Purchasers, intending to be legally
bound hereby, agree as follows:
1. RECITALS. The foregoing recitals are adopted as part of this
Agreement.
2. AGREEMENT TO PURCHASE AND SELL.
(a) Subject to Paragraph 2(c) hereof, Supplier shall sell to
Purchasers, and Purchasers shall purchase and accept from Supplier, at the
prices and upon the terms and conditions provided in this Agreement, such amount
of the Product as Purchasers may request from time to time.
(b) Purchasers acknowledge that Supplier has other customers
for the Product and that shortages of supply may occur from time to time. The
failure to accept or fill orders from the Purchasers shall not be deemed a
breach of Supplier's obligations hereunder so long as: (i) Supplier uses its
reasonable efforts to accept and fill orders for the Product from the
Purchasers; and (ii) the percentage fill rate for orders from Purchasers is not
less than the fill rate for orders of similar goods sold to affiliates of
Supplier from similar sources as the Product sold to Purchasers. In the event
that the Supplier is unable to supply the Products required by the
1
<PAGE>
Purchasers, the Purchasers shall have the right to purchase the Products from
other suppliers until such date agreed to by the parties when the Supplier will
be able to accept and fill the orders for the Product from the Purchasers.
(c) Purchasers expect to purchase, in the aggregate, a minimum
of 75,000 metric tons, plus or minus 10%, of Product per year. Supplier shall
have the ability to increase its rate for the sale of the Product in the event
the Purchasers do not meet this target purchase amount. This target quantity
shall be reviewed annually.
(d) Subject to Paragraph 5, for as long as Supplier performs
satisfactorily under the terms of this Agreement, and excluding any Purchaser
who may have terminated this Agreement according to the terms hereof, each
Purchaser agrees that the Supplier shall be its exclusive supplier of Product
during the Term (as defined below). Notwithstanding the foregoing, any
Purchaser's utilization of inventory that is in its possession as of the date
hereof shall not be deemed to be a violation of this Paragraph 2(d).
3. EFFECTIVE DATE AND TERM. This Agreement shall take effect on the
date of the closing of the Asset Purchase Agreement (the "EFFECTIVE DATE").
Unless sooner terminated in accordance with the terms of this Agreement, this
Agreement shall remain in effect for the period (the "TERM") of five (5) years
from the Effective Date. Any Purchaser may elect to terminate this Agreement
either (i) pursuant to Paragraph 5 hereof or (ii) in the event Devcon no longer
owns a controlling interest in such Purchaser (provided that such Purchaser has
complied with the penultimate sentence of this Paragraph 3), by delivering
written notice to UMAR of such election with not less than thirty (30) days
notice. The termination of this Agreement by one of the Purchasers shall have no
effect on the terms of this Agreement as they apply to the remaining Purchasers.
No Purchaser shall be permitted to sell substantially all of its assets or stock
to any purchaser without such purchaser executing an agreement with the Supplier
with substantially identical terms to those set forth herein; provided, however,
the Purchaser shall not be so obligated in the event the Supplier does not
desire to enter into such agreement with the prospective purchaser. In the event
the Supplier elects to exercise its option to purchase all of the assets of
Caribbean Construction & Development Ltd. ("CCD") as set forth in Paragraph 1.5
of the Asset Purchase Agreement, this Agreement shall automatically be deemed to
be terminated with respect to CCD.
4. QUALITY OF PRODUCT. All Product shall have quality characteristics
and specifications at least equal to ASTM C150 meeting the characteristics for
Portland -- Grey Type I Cement, with an Na2O equivalent of maximum 0.6%.
5. PURCHASE PRICES. Each Purchaser shall be charged and agrees to pay
the rates set forth on EXHIBIT A hereto, for its purchase of the Product. Such
rates shall be reviewed, and revised as agreed upon between the parties
annually, beginning January 1, 2000. Supplier shall present any proposed changes
to the rates no less than ninety days prior to each annual review date. If the
parties are not able to reach an agreement within thirty (30) days of the date
the proposal is made by the Supplier, the Supplier shall be able to set such
rates as it deems appropriate, with such rates taking effect as of the following
January 1. Notwithstanding the foregoing, however, and at any time during the
term of this Agreement, in the event that any
2
<PAGE>
Purchaser receives a bona fide offer from an unaffiliated third party supplier
to sell a comparable volume of comparable product, over a period of no shorter
than six months, to such Purchaser at a lower rate than those set forth on
EXHIBIT A (the "BETTER OFFER"), and the Supplier does not agree to reduce its
rates to meet those of the Better Offer, such Purchaser shall be free to accept
the Better Offer and terminate this Agreement. A termination by one Purchaser
will in no way affect the rights and obligation of the remaining parties hereto.
The purchase prices shall be expressed in U.S. Dollars. Invoicing and payment
shall be done in U. S. Dollars for all sales except for those in Antigua and
Barbuda and the Commonwealth of Dominica, in which case they shall be in Eastern
Caribbean Units. The Purchaser and the Supplier shall equally bear any changes
in the exchange rates for pending invoices. The rates charged shall be adjusted
on a dollar-for-dollar basis (i.e. either increased or decreased, as
appropriate) based upon any changes made to import duties being paid by the
Supplier relating to the Products in question from those in place as of the date
hereof with respect to products imported from Venezuela.
6. TAXES AND OTHER CHARGES. In addition to the applicable purchase
prices, Supplier shall separately invoice for, and Purchasers shall pay, all
sales, use, excise, value added, gross receipts, turnover and other taxes and
charges imposed by law or required by any government to be paid or collected by
Supplier in connection with the purchase, delivery, sale or use of the Product
pursuant to this Agreement. Except as contemplated in the final sentence of
Paragraph 5 hereof, the foregoing shall not require Purchasers to pay Supplier's
import duties and other importation tax or income taxes based upon Supplier's
net income from this Agreement.
7. PAYMENT TERMS. All payments due Supplier from Purchasers under this
Agreement shall be paid to the applicable Supplier by check or wire transfer.
Invoices may be rendered by the Supplier at any time after the date of Delivery,
as defined below. Payment shall be made in U.S Dollars or Eastern Caribbean
Units, as provided in Paragraph 5 hereof, within forty-five (45) days following
the date of Delivery. Each shipment shall constitute an independent transaction
and Purchasers shall pay the invoice for each such transaction strictly in
accordance with these payment terms.
8. DELIVERY. As used in this Agreement, "Delivery" shall mean the time
upon which the Product is received into Purchaser's cement tankers at the cement
terminal, or as shall be agreed to otherwise by the parties from time to time.
9. RISK OF LOSS AND PASSAGE OF TITLE. Risk of loss and title shall pass
to Purchasers at the time of Delivery of the Product.
10. INDEMNIFICATION. Supplier will indemnify and hold harmless
Purchasers from and against any and all claims, suits, actions, liabilities
and/or damages which are attributable to the failure of the Products to conform
to the quality standards set forth in Section 4 hereof; PROVIDED, HOWEVER, that
the Supplier shall not be obligated to indemnify the Purchasers from and against
any and all claims, suits, actions, liabilities and/or damages to the extent
that they arise as a result of the gross negligence or intentional misconduct of
any Purchaser.
3
<PAGE>
11. ADDITIONAL SIGNATORIES. UMAR shall cause each of its affiliates
which are formed for the purpose of supplying Product hereunder to become a
signatory of this Agreement as a Supplier upon formation of such entity.
12. BEST PRICE. Unless the parties agree otherwise, in no event shall
the Supplier offer better prices, terms or conditions to any other person in a
particular island than those set forth in this Agreement with respect to (or
otherwise offered to) any Purchaser in the same island.
13. NOTICES. All notices and other communications under this Agreement:
(a) shall be made in writing signed by the authorized agent of the party making
the same, (b) shall be delivered by personal delivery, confirmed telephonic
facsimile transmission, or international commercial express courier, such as
Federal Express or DHL, and (c) shall be deemed effective upon receipt. The
addresses for all notices and communications (other than purchase orders and
shipping releases) are as follows:
If to Supplier: Union Maritima Internacional, S.A.
Serrano, 45 - planta 3
28001 MADRID - SPAIN
Facsimile +34915779346
Attn: Joaquin Villanueva Diaz De Espada
With a copy to: Holland & Knight LLP
701 Brickell Avenue
Miami, Florida 33131
Facsimile (305) 789-7799
Attn: Ronald Albert, Jr., Esq.
If to Purchasers: Devcon International Corp.
1350 E. Newport Center Drive
Suite #201
Deerfield Beach, Florida 33442
Facsimile (954) 429-1506
Attn: Jan Norelid
With a copy to: Greenberg Traurig, P.A.
1221 Brickell Avenue
Miami, Florida 33131
Facsimile (305) 579-0717
Attn: Robert Grossman, Esq.
Either party may change the address and facsimile telephone number to which
notices and other communications are to be sent, and may add or delete
recipients for notices and other communications, by sending the other party
notice of the changes in accordance with the notice
4
<PAGE>
provisions of this paragraph. In addition, Supplier may change the address for
purchase orders and shipping releases by notifying Purchasers in writing of the
changed address in accordance with the notice provisions of this paragraph.
14. LANGUAGE. English is the official and exclusive language under this
Agreement. All notices and other communications between the parties shall be in
English. All dispute resolution proceedings shall be conducted and recorded in
English.
15. ASSIGNMENT. Neither party shall assign or delegate any right,
interest or obligation under this Agreement, except that (i) Supplier may
subcontract with third parties for any of the Product (upon giving notice
thereof to the Purchasers), (ii) any Purchaser may do so upon getting the
consent of UMAR and (iii) the Supplier may do so upon getting the consent of
Devcon. No assignment, delegation or subcontract by either party shall relieve
the assigning, delegating or subcontracting party from its obligations and
liabilities under this Agreement. Any attempted assignment or delegation in
contravention of this prohibition shall be void and shall constitute a default
under this Agreement.
16. FORCE MAJEURE. Each of Supplier and Purchasers shall be excused
from its obligations hereunder, and shall have no liability for any resulting
loss or damage, in the event and to the extent that its performance is delayed
or prevented by any event or circumstance reasonably beyond its control,
including but not limited to, fire, floods, epidemics, explosion, embargo, acts
or requirements of any government in its sovereign capacity, acts of God, war,
strikes, walkouts, and riots or other civil disturbances, inability to secure
raw material or transportation facilities, or for any act or omission of
carriers or suppliers. Delay in or prevention of performance of either party
shall be excused under this Paragraph 16 only for the period during which such
cause continues, and only if the party whose performance is delayed or prevented
gives written notice thereof to the other party within ten (10) days of the
event causing such delay or prevention. The parties hereto shall not have the
right to terminate this Agreement solely as a result of any act or event
described in this Paragraph 16.
17. WAIVER. No course of dealing, course of performance, or failure of
either party strictly to enforce any term, right or condition of this Agreement
shall be construed as a waiver of such term, right, or condition or affect the
right to enforce that term, right or condition in the future, nor shall any
express waiver be construed as a continuing waiver of any such term, right or
condition.
18. GOVERNING LAW. The construction, interpretation and performance of
this Agreement shall be governed by the internal laws of the State of Florida
(without giving effect to their conflicts of laws provisions).
19. ENTIRE AGREEMENT. This Agreement, with all exhibits attached
hereto, together with the Asset Purchase Agreement, the Distributorship
Agreement, the Management Agreement and the License Agreement, all as executed
by the parties as of the date hereof, constitute the entire agreement between
the parties with respect to its subject matter. All prior or contemporaneous
oral and written agreements, memoranda and representations (and any
5
<PAGE>
subsequent purchase order, purchase order confirmation, or similar document)
relating to sales of Product during the term of this Agreement are superseded by
this Agreement.
20. AMENDMENTS. This Agreement may be amended only by a subsequent
writing signed by authorized representatives of Devcon and UMAR, indicating an
intent to amend this Agreement.
21. SEVERABILITY. If a court of competent jurisdiction adjudges any
provision of this Agreement to be invalid or unenforceable, the remaining
provisions shall not be affected thereby, and the parties shall in good faith
attempt to amend this Agreement to eliminate such invalidity or
unenforceability, without thereby affecting the intent of the parties as
expressed herein.
22. CONFIDENTIALITY. Purchasers and Supplier agree that all
confidential commercial, technical and other information provided hereunder by
either party to the other party will be used only for evaluation purposes or for
purposes of performance of this Agreement, shall be kept confidential by the
receiving party using the same standard of care as such receiving party uses to
protect its own similar confidential information, and shall not be sold or
disclosed in any manner to any third party by the receiving party. The
obligations under the preceding sentence do not apply to information which: (a)
was previously known to the receiving party free of any obligation to keep it
confidential; or (b) is or becomes publicly available by any means or medium
other than unauthorized disclosure; or (c) is independently developed by the
receiving party; or (d) is disclosed to third parties by the disclosing party
without restriction; or (e) is received from a third party whose disclosure
would not violate any confidentiality obligation.
23. ARBITRATION.
(a) Any dispute, controversy or claim arising out of or
relating to this Agreement, or the breach, termination or validity of this
Agreement, which has not been resolved by a non-binding procedure, shall be
settled by arbitration in Miami, Florida (unless the applicable Supplier and
Purchaser agree in writing to another location), in accordance with the
Arbitration Rules of the American Arbitration Association then in effect, except
that the Suppliers and the Purchasers agree under any circumstances they shall
be permitted reasonable discovery of documents and depositions of an adequate
number of witnesses. Notwithstanding anything to the contrary in this Agreement,
the Suppliers and the Purchasers further agree that arbitration shall not be
utilized to determine any dispute, controversy or claim which requires a third
party's presence either as the co-respondent or as an indemnifier, unless the
third party agrees to be bound by the arbitration. Disputes described in the
preceding sentence shall be resolved through proceedings commenced and
prosecuted in a state or federal court in Miami, Florida.
(b) Within one week after the Supplier, on the one hand, or
the Purchaser, on the other hand, requests arbitration and the other party
receives notice of such request, both parties shall supply the American
Arbitration Association with a list of qualifications for the arbitrators.
Within two weeks after receipt of the parties' lists of qualifications for the
arbitrators, the American Arbitration Association shall supply the parties with
a list of 21 potential arbitrators, and the Supplier, on the one hand, and the
Purchaser, on the other hand,
6
<PAGE>
shall each be permitted to strike up to nine proposed arbitrators and shall
notify in writing the American Arbitration Association of the party's decisions.
Within two weeks after receipt of the parties' decisions as to the acceptable
potential arbitrators, the American Arbitration Association shall appoint the
three arbitrators from the group of arbitrators which has not been stricken by
either party.
(c) Resolution of disputes, controversies or claims shall be
determined by a majority vote of the arbitration panel. The Supplier, on the one
hand, and the Purchaser, on the other hand, shall share equally the fees, costs
and expenses of the arbitration, unless the arbitrators modify the allocation of
such fees, costs and expenses because they have determined that fairness
dictates other than an equal allocation between the parties. Each party shall be
responsible for its own attorneys' fees, costs of its experts and expenses of
its witnesses, unless the arbitrators provide otherwise because they have
determined that fairness so dictates. Any award rendered shall be final, binding
and conclusive (without the right to an appeal, unless such appeal is based on
fraud by the other party in connection with the arbitration process) upon the
parties and any judgment on such award may be enforced in any court having
jurisdiction, unless otherwise provided by law. The party submitting such
dispute to arbitration shall inform the American Arbitration Association that
the parties have agreed: (i) to reasonable discovery pursuant to the rules then
in effect under the Federal Rules of Civil Procedure (as used in the United
States District Court for the Southern District of Florida) for a period not to
exceed 120 days prior to such arbitration and (ii) to require that the testimony
at the arbitration hearing be transcribed.
24. TERMINATION. In addition to any other right or remedy provided by
applicable law or this Agreement, either party shall have the right to terminate
this Agreement if the other party: (i) becomes insolvent or files a voluntary
petition in bankruptcy or for reorganization or other debtor relief, or a third
party petitions to have such party involuntarily declared insolvent or bankrupt
and such petition for involuntary insolvency or bankruptcy is not dismissed
within thirty (30) days after being filed; (ii) makes an assignment for the
benefit of creditors, or a custodian, receiver, intervenor, trustee or similar
officer is appointed to take charge of all or part of its property; (iii) fails,
ceases to do business, liquidates or dissolves; or (iv) materially breaches its
obligations under this Agreement and such breach is not cured within thirty (30)
days after notice of breach is received from the non-breaching party; provided,
however, upon the occurrence of a payment default with respect to any shipment
of Product hereunder, Supplier shall also be entitled to cease shipment of any
additional Product until such default is remedied. Termination of this Agreement
will not relieve either party from due performance of all obligations which
matured prior to the effective date of such termination, including without
limitation Purchasers' payment obligations with regard to Product ordered by
Purchasers prior to such termination and Supplier's product liability
obligations imposed by applicable law as to Product previously delivered.
25. EXHIBITS. All exhibits attached to this Agreement are hereby
incorporated into this Agreement and made a part of this Agreement.
7
<PAGE>
26. COUNTERPARTS. This Agreement may be executed by each party upon a
separate counterpart, each of which shall be deemed an original and all of which
together shall constitute one agreement.
[Signatures appear on the next page]
8
<PAGE>
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed
by their duly authorized representatives as of the day and year first written
above.
Union Maritima Internacional, S.A., a Spanish company
By: /S/ JOAQUIN VILLANUEVA
--------------------------------------------------
Name: Joaquin Villanueva Diaz De Espada
Title: Managing Director
Devcon International Corp., a Florida corporation
By: /S/ JAN NORELID
--------------------------------------------------
Name: Jan Norelid
Title: Chief Financial Officer
V.I. Cement & Building Products, Inc.
By: /S/ JAN NORELID
--------------------------------------------------
Name: Jan Norelid
Title: Chief Financial Officer
Devcon Masonry Products (BVI), Ltd.
By: /S/ JAN NORELID
--------------------------------------------------
Name: Jan Norelid
Title: Chief Financial Officer
Bouwbedrifj Boven Winden, N.V.
By: /S/ JAN NORELID
--------------------------------------------------
Name: Jan Norelid
Title: Chief Financial Officer
Societe des Carrieres de Grand-Case
By: /S/ JAN NORELID
--------------------------------------------------
Name: Jan Norelid
Title: Chief Financial Officer
9
<PAGE>
Bouwbedrifj Boven Winden Saba N.V.
By: /S/ JAN NORELID
--------------------------------------------------
Name: Jan Norelid
Title: Chief Financial Officer
Caribbean Masonry Products, Ltd.
By: /S/ JAN NORELID
--------------------------------------------------
Name: Jan Norelid
Title: Chief Financial Officer
Antigua Cement, Ltd.
By: /S/ JAN NORELID
--------------------------------------------------
Name: Jan Norelid
Title: Chief Financial Officer
Caribbean Construction & Development, Ltd.
By: /S/ JAN NORELID
--------------------------------------------------
Name: Jan Norelid
Title: Chief Financial Officer
10
EXHIBIT 10.36
DISTRIBUTORSHIP AGREEMENT
THIS DISTRIBUTORSHIP AGREEMENT (this "Agreement") is made as of this
22nd day of February, 2000, effective as of March 1, 2000, by and between UNION
MARITIMA INTERNACIONAL, S.A., a Spanish company ("UMAR," together with its
affiliates as they become parties to this Agreement from time to time, are
herein referred to as "SUPPLIERS"), and DEVCON INTERNATIONAL CORP., a Florida
corporation, ("DEVCON") and its wholly owned subsidiaries listed on EXHIBIT A
hereto (the "SUBSIDIARIES") (Devcon and the Subsidiaries are together herein
referred to as the "DISTRIBUTORS" and each individually as a "DISTRIBUTOR").
RECITALS
A. Suppliers manufacture and sell bagged cement and bulk cement (the
"PRODUCTS").
B. Distributors desire to purchase and resell the Products in the
Territory, as hereinafter defined, on an exclusive basis (except for St. Kitts
and St. Maarten/Saint Martin, which shall be on a non-exclusive basis), upon the
terms and conditions contained herein.
C. Suppliers, Devcon and/or certain of their affiliates have entered
into that certain Asset Purchase Agreement dated November 22, 1999 (the "Asset
Purchase Agreement") wherein Devcon and/or its affiliates are selling certain
assets to Suppliers and/or their affiliates. A condition to the Asset Purchase
Agreement is the agreement by Suppliers to supply and by Distributors to
purchase the Products based on the terms and conditions set forth herein.
D. Suppliers and Distributors wish to enter into this Agreement in
order to establish terms, conditions and procedures for the distribution by
Distributors of the Products.
AGREEMENTS
NOW, THEREFORE, for and in consideration of the mutual promises herein
contained and other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, Suppliers and Distributors, intending to be
legally bound hereby, agree as follows:
1. RECITALS. The foregoing recitals are adopted as part of this
Agreement.
2. APPOINTMENT AS EXCLUSIVE DISTRIBUTOR.
(a) Upon the terms and conditions contained herein, UMAR
hereby appoints the Distributors, on behalf of all the Suppliers, as their
exclusive distributor of the Products on the islands of Saint Thomas, Saint
Croix, Antigua and Barbuda, the Commonwealth of Dominica and Saba (collectively,
the "TERRITORY") and as a non-exclusive distributor in St. Kitts and St.
Maarten/Saint Martin. If and when the Suppliers elect to exercise their option
to purchase all of the assets of Caribbean Construction & Development, Ltd.
("CCD") as set forth in Paragraph 1.5 of the Asset Purchase Agreement (the
"Dominica Option"), the Commonwealth of Dominica
<PAGE>
shall no longer be included in the definition of "Territory." The Suppliers
shall not sell or otherwise distribute their Products to anyone other than the
Distributors in the Territory; provided, however, that to the extent any
Distributor is no longer party to this Agreement in accordance with the terms
hereof, the Suppliers may thereafter distribute the Products to other persons
for distribution in the region of the Territory previously covered by the
terminated Distributor.
(b) The Distributor accepts such appointment for the Term (as
defined herein) of this Agreement and upon the conditions herein set forth.
3. DUTIES OF UMAR. In connection with the appointment of the
Distributors, UMAR agrees to, and agrees to cause the Suppliers to:
(a) maintain sufficient inventories of Products as may be
necessary to meet the demands of the Distributor and to serve the trade in the
Territory;
(b) fulfill all orders received by it from the Distributor on
a timely basis;
(c) produce Products that shall have quality characteristics
and specifications at least equal to ASTM C150 meeting the characteristics for
Portland -- Grey Type I Cement, with an Na2O equivalent of maximum 0.6%; and
(d) comply with all applicable laws, rules and regulations in
all material respects.
4. DUTIES OF DISTRIBUTOR. In connection with the appointment of the
Distributors, the Distributors agree to:
(a) keep UMAR informed of potential sales and problems
pertaining to the Products;
(b) comply with all applicable laws, rules and regulations in
all material respects;
(c) generally do all things reasonably necessary or proper to
further and preserve the goodwill and reputation of the Suppliers; and
(d) make reasonable efforts to maximize the sales of the
Products.
5. EFFECTIVE DATE AND TERM. This Agreement shall take effect on the
date first set forth above (the "EFFECTIVE DATE"). Unless sooner terminated in
accordance with the terms of this Agreement, this Agreement shall remain in
effect for the period (the "Term") of one (1) year from the Effective Date. The
term of this Agreement shall renew automatically for additional one (1) year
periods unless terminated as set forth herein. Any party may terminate this
Agreement by giving no less than ninety (90) days prior written notice,
provided, however, that (i) a termination by any Distributor shall have no
effect on the terms of this Agreement as they
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<PAGE>
apply to the remaining parties and (ii) a termination by Suppliers with respect
to a Distributor shall have no effect on the terms of this Agreement as they
apply to the remaining parties.
6. PURCHASE PRICES. Each Distributor shall be charged and agrees to pay
the rates set forth on EXHIBIT A hereto, for its purchase of the Products;
provided, however, that the prices to be charged for jumbo bags or for bulk
customers shall be negotiated on a per-customer basis. All prices may be changed
by Supplier upon fifteen (15) days advance written notice thereof; provided,
however, that the Supplier will maintain enumerated prices for specific sales
contracts during limited periods as shall be agreed to between the parties. The
purchase prices shall be expressed in U.S. Dollars. Invoicing and payment shall
be done in U. S. Dollars for all sales except for those in Antigua and Barbuda
and the Commonwealth of Dominica, in which case they shall be in Eastern
Caribbean Units. The Distributor and the Supplier shall equally bear any changes
in the exchange rates for pending invoices. The rates charged shall be adjusted
on a dollar-for-dollar basis (i.e. either increased or decreased, as
appropriate) based upon any changes made to import duties being paid by the
Supplier relating to the Products in question from those in place as of the date
hereof with respect to products imported from Venezuela.
7. TAXES AND OTHER CHARGES. In addition to the applicable purchase
prices, Suppliers shall separately invoice for, and Distributors shall pay, all
sales, use, excise, value added, gross receipt, turnover and other taxes and
charges imposed by law or required by any government to be paid or collected by
Distributor in connection with the purchase, delivery, sale or use of the
Products pursuant to this Agreement. Except as contemplated in the final
sentence of Paragraph 6 hereof, the foregoing shall not require Distributors to
pay Suppliers' import duties and other importation tax or income taxes based
upon Suppliers' net income from this Agreement.
8. PAYMENT TERMS. All payments due Suppliers from Distributors under
this Agreement shall be paid to the applicable Supplier by check or wire
transfer. Invoices may be rendered by the Supplier at any time after the date of
Delivery, as defined below. Payment shall be made in U.S Dollars or Eastern
Caribbean Units, as provided in Paragraph 6 hereof, within forty-five (45) days
following the date of Delivery. Each shipment shall constitute an independent
transaction and Distributors shall pay the invoice for each such transaction
strictly in accordance with these payment terms. Upon the occurrence of a
payment default with respect to any shipment of Products hereunder, Suppliers
shall also be entitled to cease shipment of any additional Products until such
default is remedied.
9. DELIVERY. As used in this Agreement, "Delivery" shall mean the time
upon which the Products are removed by the applicable Distributor from the
applicable Supplier's cement terminal, or as shall be agreed to otherwise by the
parties from time to time.
10. RISK OF LOSS AND PASSAGE OF TITLE. Risk of loss and title shall
pass to Distributors at the time of Delivery of the Products.
11. ADDITIONAL SIGNATORIES. UMAR shall cause each of its affiliates
which are formed for the purpose of supplying Products hereunder to become a
signatory of this Agreement as a Supplier upon formation of such entity.
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<PAGE>
12. COMPETITION. Except as otherwise provided by this Agreement, the
Suppliers shall not, during the Term hereof, either directly or indirectly,
engage in any manner in the distribution and/or sale of any Products in the
Territory, except in St. Martin/St. Maarten.
13. INDEPENDENT CONTRACTOR. The Suppliers, on the one hand and the
Distributors, on the other hand, (i) are independent contractors with respect to
each other and neither shall be deemed to be the agent or representative of the
other for any purpose, (ii) shall not make any warranty or representation or
incur any obligation, liability or indebtedness whatsoever on the other's behalf
and (iii) shall not be liable for, and shall indemnify and hold the other
harmless from and against, any and all claims made against it that arise out of
any act or failure to act by the other, or by any of its constituents, agents or
employees.
14. INDEMNIFICATION. Suppliers will indemnify and hold harmless the
Distributors from and against any and all claims, suits, actions, liabilities
and/or damages which are attributable to the Products, PROVIDED, HOWEVER, that
the Supplier shall not be obligated to indemnify the Distributors from and
against any and all claims, suits, actions, liabilities and/or damages to the
extent that they arise as a result of the gross negligence or intentional
misconduct of any Distributor.
15. WAIVER. Neither the failure nor any delay on the part of either
party to exercise any right, remedy, power or privilege under this Agreement
shall operate as a waiver thereof, nor shall any single or partial exercise of
any right, remedy, power or privilege preclude any other or further exercise of
the same or of any other right, remedy, power or privilege, nor shall any waiver
of any right, remedy, power or privilege with respect to any occurrence be
construed as a waiver of such right, remedy, power or privilege with respect to
any other occurrence. No waiver shall be effective unless it is in writing and
is signed by the party asserted to have granted such waiver.
16. NOTICES. All notices and other communications under this Agreement:
(a) shall be made in writing signed by the authorized agent of the party making
the same, (b) shall be delivered by personal delivery, confirmed telephonic
facsimile transmission, or international commercial express courier, such as
Federal Express or DHL, and (c) shall be deemed effective upon receipt. The
addresses for all notices and communications (other than purchase orders and
shipping releases) are as follows:
If to Supplier: Union Maritima Internacional, S.A.
Serrano, 45 - planta 3
28001 MADRID - SPAIN
Facsimile +34915779346
Attn: Joaquin Villanueva Diaz De Espada
4
<PAGE>
With a copy to: Holland & Knight LLP
701 Brickell Avenue
Miami, Florida 33131
Facsimile (305) 789-7799
Attn: Ronald Albert, Jr.
If to Distributors: Devcon International Corp.
1350 E. Newport Center Drive
Suite #201
Deerfield Beach, Florida 33442
Facsimile (954) 429-1506
Attn: Jan Norelid
With a copy to: Greenberg Traurig, P.A.
1221 Brickell Avenue
Miami, Florida 33131
Facsimile (305) 579-0717
Attn: Robert Grossman, Esq.
Either party may change the address and facsimile telephone number to which
notices and other communications are to be sent, and may add or delete
recipients for notices and other communications, by sending the other party
notice of the changes in accordance with the notice provisions of this
paragraph. In addition, Suppliers may change the address for purchase orders and
shipping releases by notifying Distributors in writing of the changed address in
accordance with the notice provisions of this paragraph.
17. LANGUAGE. English is the official and exclusive language under this
Agreement. All notices and other communications between the parties shall be in
English. All dispute resolution proceedings shall be conducted and recorded in
English.
18. ASSIGNMENT. Neither party shall assign or delegate any right,
interest or obligation under this Agreement, except that (i) Suppliers may
subcontract with third parties for any of the Products (upon giving notice
thereof to the Distributors), (ii) any Distributor may do so upon getting the
consent of UMAR and (iii) the Supplier may do so upon getting the consent of
Devcon. No assignment, delegation or subcontract by either party shall relieve
the assigning, delegating or subcontracting party from its obligations and
liabilities under this Agreement. Any attempted assignment or delegation in
contravention of this prohibition shall be void and shall constitute a default
under this Agreement.
19. FORCE MAJEURE. Each of the Suppliers and the Distributors shall be
excused from its obligations hereunder, and shall have no liability for any
resulting loss or damage, in the event and to the extent that its performance is
delayed or prevented by any event or circumstance reasonably beyond its control,
including but not limited to, fire, floods, epidemics, explosion, embargo, acts
or requirements of any government in its sovereign capacity, acts of God, war,
5
<PAGE>
strikes, walkouts, and riots or other civil disturbances, inability to secure
raw material or transportation facilities, or for any act or omission of
carriers or suppliers. Delay in or prevention of performance of either party
shall be excused under this Paragraph 19 only for the period during which such
cause continues, and only if the party whose performance is delayed or prevented
gives written notice thereof to the other party within ten (10) days of the
event causing such delay or prevention. The parties hereto shall not have the
right to terminate this Agreement solely as a result of any act or event
described in this Paragraph 19.
20. WAIVER. No course of dealing, course of performance, or failure of
either party strictly to enforce any term, right or condition of this Agreement
shall be construed as a waiver of such term, right, or condition or affect the
right to enforce that term, right or condition in the future, nor shall any
express waiver be construed as a continuing waiver of any such term, right or
condition.
21. GOVERNING LAW. The construction, interpretation and performance of
this Agreement shall be governed by the internal laws of the State of Florida
(without giving effect to their conflicts of laws provisions).
22. ENTIRE AGREEMENT. This Agreement, with all exhibits attached
hereto, together with the Asset Purchase Agreement, the Supply Agreement, the
Management Agreement and the License Agreement, all as executed by the Parties
as of the date hereof, constitute the entire agreement between the parties with
respect to its subject matter. All prior or contemporaneous oral and written
agreements, memoranda and representations (and any subsequent purchase order,
purchase order confirmation, or similar document) relating to sales of Products
during the term of this Agreement are superseded by this Agreement.
23. AMENDMENTS. This Agreement may be amended only by a subsequent
writing signed by authorized representatives of Devcon and UMAR, indicating an
intent to amend this Agreement.
24. SEVERABILITY. If a court of competent jurisdiction adjudges any
provision of this Agreement to be invalid or unenforceable, the remaining
provisions shall not be affected thereby, and the parties shall in good faith
attempt to amend this Agreement to eliminate such invalidity or
unenforceability, without thereby affecting the intent of the parties as
expressed herein.
25. CONFIDENTIALITY. Distributors and the Suppliers agree that all
confidential commercial, technical and other information provided hereunder by
either party to the other party will be used only for evaluation purposes or for
purposes of performance of this Agreement, shall be kept confidential by the
receiving party using the same standard of care as such receiving party uses to
protect its own similar confidential information, and shall not be sold or
disclosed in any manner to any third party by the receiving party. The
obligations under the preceding sentence do not apply to information which: (a)
was previously known to the receiving party free of any obligation to keep it
confidential; or (b) is or becomes publicly available by any means or medium
other than unauthorized disclosure; or (c) is independently developed by the
receiving party; or (d) is disclosed to third parties by the disclosing party
without restriction; or (e) is received from a third party whose disclosure
would not violate any confidentiality obligation.
6
<PAGE>
26. ARBITRATION.
(a) Any dispute, controversy or claim arising out of or
relating to this Agreement, or the breach, termination or validity of this
Agreement, which has not been resolved by a non-binding procedure, shall be
settled by arbitration in Miami, Florida (unless the applicable Supplier and
Distributor mutually agree in writing to another location), in accordance with
the Arbitration Rules of the American Arbitration Association then in effect,
except that the Suppliers and Distributors agree under any circumstances they
shall be permitted reasonable discovery of documents and depositions of an
adequate number of witnesses. Notwithstanding anything to the contrary in this
Agreement, the Suppliers and Distributors further agree that arbitration shall
not be utilized to determine any dispute, controversy or claim which requires a
third party's presence either as the co-respondent or as an indemnifier, unless
the third party agrees to be bound by the arbitration. Disputes described in the
preceding sentence shall be resolved through proceedings commenced and
prosecuted in a state or federal court in Miami, Florida.
(b) Within one week after the Supplier, on the one hand, or
the Distributor, on the other hand, requests arbitration and the other party
receives notice of such request, both parties shall supply the American
Arbitration Association with a list of qualifications for the arbitrators.
Within two weeks after receipt of the parties' lists of qualifications for the
arbitrators, the American Arbitration Association shall supply the parties with
a list of 21 potential arbitrators, and the Supplier, on the one hand, and the
Distributor, on the other hand, shall each be permitted to strike up to nine
proposed arbitrators and shall notify in writing the American Arbitration
Association of the party's decisions. Within two weeks after receipt of the
parties' decisions as to the acceptable potential arbitrators, the American
Arbitration Association shall appoint the three arbitrators from the group of
arbitrators which has not been stricken by either party.
(c) Resolution of disputes, controversies or claims shall be
determined by a majority vote of the arbitration panel. The Supplier, on the one
hand, and the Distributor, on the other hand, shall share equally the fees,
costs and expenses of the arbitration, unless the arbitrators modify the
allocation of such fees, costs and expenses because they have determined that
fairness dictates other than an equal allocation between the parties. Each party
shall be responsible for its own attorneys' fees, costs of its experts and
expenses of its witnesses, unless the arbitrators provide otherwise because they
have determined that fairness so dictates. Any award rendered shall be final,
binding and conclusive (without the right to an appeal, unless such appeal is
based on fraud by the other party in connection with the arbitration process)
upon the parties and any judgment on such award may be enforced in any court
having jurisdiction, unless otherwise provided by law. The party submitting such
dispute to arbitration shall inform the American Arbitration Association that
the parties have agreed: (i) to reasonable discovery pursuant to the rules then
in effect under the Federal Rules of Civil Procedure (as used in the United
States District Court for the Southern District of Florida) for a period not to
exceed 120 days prior to such arbitration and (ii) to require that the testimony
at the arbitration hearing be transcribed.
7
<PAGE>
27. EXHIBITS. All exhibits attached to this Agreement are hereby
incorporated into this Agreement and made a part of this Agreement.
28. COUNTERPARTS. This Agreement may be executed by each party upon a
separate counterpart, each of which shall be deemed an original and all of which
together shall constitute one agreement.
[Signatures appear on the next page]
8
<PAGE>
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed
by their duly authorized representatives as of the day and year first written
above.
UNION MARITIMA INTERNACIONAL, S.A.,
a Spanish company
By: /S/ JOAQUIN VILLANUEVA
------------------------------------------------
Name: Joaquin Villanueva Diaz de Espada
Title: Managing Director
DEVCON INTERNATIONAL CORP., a Florida corporation
By: /S/ JAN NORELID
------------------------------------------------
Name: Jan Norelid
Title: Chief Financial Officer
9
<PAGE>
V.I. CEMENT & BUILDING PRODUCTS, INC., a Delaware
corporation
By: /S/ JAN NORELID
------------------------------------------------
Name: Jan Norelid
Title: Chief Financial Officer
BOUWBEDRIFJ BOVEN WINDEN, N.V., a
Netherlands Antilles entity
By: /S/ JAN NORELID
------------------------------------------------
Name: Jan Norelid
Title: Chief Financial Officer
SOCIETE DES CARRIERES DE GRAND-CASE,
a French Antilles entity
By: /S/ JAN NORELID
------------------------------------------------
Name: Jan Norelid
Title: Chief Financial Officer
BOUWBEDRIFJ BOVEN WINDEN SABA, N.V.,
a Netherlands Antilles entity
By: /S/ JAN NORELID
------------------------------------------------
Name: Jan Norelid
Title: Chief Financial Officer
10
<PAGE>
ANTIGUA CEMENT, LTD., an Antigua and
Barbuda entity
By: /S/ JAN NORELID
------------------------------------------------
Name: Jan Norelid
Title: Chief Financial Officer
CARIBBEAN CONSTRUCTION & DEVELOPMENT, LTD., a
Commonwealth of Dominica entity
By: /S/ JAN NORELID
------------------------------------------------
Name: Jan Norelid
Title: Chief Financial Officer
CARIBBEAN MASONRY PRODUCTS LIMITED,
a St. Kitts entity
By: /S/ JAN NORELID
------------------------------------------------
Name: Jan Norelid
Title: Chief Financial Officer
11
EXHIBIT 21.1
Antigua Cement, Ltd.
Antigua Development and Construction, Ltd.
Antigua Heavy Constructors, Ltd.
Antigua Masonry Products, Ltd.
Bahamas Construction and Development, Ltd.
Bouwbedrijf Boven Winden, N.V.
Bouwbedrijf Boven Winden (Saba), N.V.
Caribbean Cement Carriers, Ltd.
Caribbean Construction and Development, Ltd.
Caribbean Heavy Construction, Ltd.
Caribbean Masonry Products, Ltd.
Cramer Construction, N.V.
Devcon Caribbean Purchasing Corp.
Devcon Masonry Products (BVI), Ltd.
Marco, Inc.
M21 Industries, Inc.
Proar Construction Materials Company, N.V.
Puerto Rico Crushing Company, Inc.
Seaward Shipping & Dredging Co., Ltd.
Societe des Carriers de Grand Case, S.A.R.L.
V.I. Cement and Building Products, Inc.
- ------
In the first quarter of 2000 the following entities were sold:
Devcon Masonry Products (BVI), Ltd.
Caribbean Construction and Development, Ltd.
Exhibit 23.1
ACCOUNTANTS' CONSENT
The Board of Directors
Devcon International Corp. and Subsidiaries:
We consent to incorporation by reference in the registration statements (No. 33-
32968 and No. 33-59557) on Form S-8 of Devcon International Corp. and
subsidiaries of our report dated March 29,1999, relating to the consolidated
balance sheets of Devcon International Corp. and subsidiaries as of December 31,
1999 and 1998, and the related consolidated statements of operations,
stockholders' equity and comprehensive income, and cash flows for each of the
years in the three-year period ended December 31, 1999, and the related
financial statement schedule, which report appears in the December 31, 1999
annual report on Form 10-K of Devcon International Corp. and subsidiaries.
KPMG LLP
Fort Lauderdale, Florida
March 30, 2000
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<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
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