SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM 10-Q
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 For The Quarter Ended October 31, 2003 or
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 For The Transition Period from _______to_______
Commission File Number 1-14503
DECTRON INTERNATIONALE INC.
---------------------------
(Exact name of registrant as specified in its charter)
Quebec, Canada N/A
-------------- ---
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4300 Poirier Blvd., Montreal H4R 2C5
---------------------------- -------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 514-334 9609
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: December 9, 2003, 2,920,000
Common Shares outstanding
Transitional Small Business Disclosure (check One):
Yes [ ] No [ X ]
DECTRON INTERNATIONALE INC.
INDEX
PAGE
----
PART I - FINANCIAL INFORMATION
Item 1- Financial Statements
Interim Consolidated Balance Sheets - at October 31, 2003 and January 31, 2003 .................................2-3
Interim Consolidated Statements of Earnings - For the three and nine months ended
October 31, 2003 and the three and nine months ended October 31, 2002 ............................................4
Interim Consolidated Statements of Cash Flows - For nine months ended
October 31, 2003 and nine months ended October 31, 2002.........................................................5-7
Interim Consolidated Statements of Stockholders' Equity...........................................................8
Notes to Interim Financial Statements..........................................................................9-10
Item 2 - Management's Discussion and Analysis of Financial
Conditions and Results of Operations...............................................................11-12
Item 3.Quantitative and Qualitative Disclosure About Market Risk.................................................13
Item 4.Controls and Procedures...................................................................................13
PART II - OTHER INFORMATION
Item 1. Legal Proceedings........................................................................................14
Item 5. Other information........................................................................................14
Item 6. Exhibits and Reports on Form 8-K ........................................................................14
SIGNATURES...................................................................................................... 13
Part I FINANCIAL INFORMATION
DECTRON INTERNATIONALE INC.
Interim Consolidated Balance Sheets
As at October 31, 2003 and January 31, 2003
(Amounts Expressed in United States Dollars) Page 2
--------------------------------------------------------------------------------
October 31, January 31,
2003 2003
------------ ------------
Assets
Current
Cash $ 2,020,357 $ 838,473
Accounts receivable 10,283,315 9,917,100
Inventory 11,556,172 9,525,297
Prepaid expenses and sundry assets 817,838 538,145
Loans receivable 25,125 21,164
Deferred income taxes 36,539 36,539
------------ ------------
24,739,346 20,876,718
Loans receivable 599,742 472,977
Property, plant and equipment 11,832,866 10,229,880
Intangibles 189,401 169,000
Goodwill 1,563,636 1,355,117
Deferred income taxes 1,313,350 1,297,745
------------ ------------
$ 40,238,341 $ 34,401,437
============ ============
The accompanying notes are an integral part of these consolidated financial
statements.
DECTRON INTERNATIONALE INC.
Interim Consolidated Balance Sheets
As at October 31, 2003 and January 31, 2003
(Amounts Expressed in United States Dollars) Page 3
--------------------------------------------------------------------------------
October 31, January 31,
2003 2003
------------ ------------
Liabilities
Current
Bank loans $ 12,848,784 $ 9,187,534
Accounts payable and accrued expenses 5,315,273 4,835,993
Income taxes payable 466,559 684,578
Current portion of long-term debt 978,178 1,090,576
Deferred revenue 5,618 4,732
Current portion of balance of sale 125,133 --
------------ ------------
19,739,545 15,803,413
Long-term debt 5,049,051 5,322,309
Balance of sale 108,069 --
Deferred revenue 1,663,026 1,442,809
------------ ------------
26,559,691 22,568,531
------------ ------------
Stockholders' equity
Capital stock 7,012,934 7,136,223
Treasury stock (88,780) (88,780)
Accumulated other comprehensive gain (loss) 1,691,902 (128,764)
Retained earnings 5,062,594 4,914,227
------------ ------------
13,678,650 11,832,906
------------ ------------
Total liabilities and stockholders' equity $ 40,238,341 $ 34,401,437
============ ============
The accompanying notes are an integral part of these consolidated financial
statements.
DECTRON INTERNATIONALE INC.
Interim Consolidated Statements of Earnings
For the Nine month Period Ended October 31, 2003 and October 31, 2002
(Amounts Expressed in United States Dollars) Page 4
--------------------------------------------------------------------------------
Nine Nine
Months Months
Ended Ended
October 31, October 31,
2003 2002
------------ ------------
Net Sales $ 33,635,374 $ 29,738,616
Cost of sales 24,487,981 21,260,162
------------ ------------
Gross profit 9,147,393 8,478,454
------------ ------------
Operating expenses
Selling 4,214,666 3,806,318
General and administrative 3,046,990 2,010,008
Depreciation and amortization 1,224,372 1,028,214
Interest expense 445,841 816,096
------------ ------------
8,931,869 7,660,636
------------ ------------
Earnings before income taxes 215,524 817,818
Income taxes 67,157 228,989
------------ ------------
Net Earnings $ 148,367 $ 588,829
============ ============
Net earnings per common share, basic
and diluted 0.05 0.21
============ ============
Weighted average number of common shares
outstanding basic and diluted 2,919,500 2,814,444
The accompanying notes are an integral part of these consolidated financial
statements.
DECTRON INTERNATIONALE INC.
Interim Consolidated Statements of Earnings
For the Three Month Period Ended October 31, 2003 and October 31, 2002
(Amounts Expressed in United States Dollars) Page 5
--------------------------------------------------------------------------------
Three Three
Months Months
Ended Ended
October 31, October 31,
2003 2002
------------ ------------
Net Sales $ 11,144,889 $ 10,193,297
Cost of sales 8,030,778 7,170,524
------------ ------------
Gross profit 3,114,111 3,022,773
------------ ------------
Operating expenses
Selling 1,458,000 1,427,858
General and administrative 1,015,454 713,216
Depreciation and amortization 426,077 334,097
Interest expense 185,712 265,961
------------ ------------
3,085,243 2,741,132
------------ ------------
Earnings before income taxes 28,868 281,641
Income taxes 8,995 78,860
------------ ------------
Net earnings $ 19,873 $ 202,781
============ ============
Net earnings per common share,
basic and diluted 0.01 0.07
============ ============
Weighted average number of common shares
outstanding basic and diluted 2,919,500 2,814,444
The accompanying notes are an integral part of these consolidated financial
statements.
DECTRON INTERNATIONALE INC.
Interim Consolidated Statements of Cash Flows
For the Nine Month Period Ending October 31, 2003 and October 31, 2002
(Amounts Expressed in United States Dollars) Page 6
--------------------------------------------------------------------------------
Nine Nine
Months Months
Ended Ended
October 31, October 31,
2003 2002
------------ ------------
Operating activities
Net earnings $ 148,367 $ 588,829
Adjustments to reconcile net earnings to net
cash (used in) provided by operating
activities:
Depreciation and amortization 1,224,372 1,028,214
Increase in accounts receivable (366,215) (1,569,822)
Decrease in income taxes receivable -- 58,313
Decrease (increase) in inventory (2,030,875) 250,316
Increase in prepaid expenses and sundry
assets (279,693) (15,098)
Increase in accounts payable and accrued
expenses 479,280 535,579
Increase (decrease) in income taxes
payable (218,019) 171,837
Increase in deferred revenue 221,103 416,869
Decrease (Increase) in deferred income
taxes (15,605) 1,225
------------ ------------
Net cash (used in) provided by operating
activities (837,285) 1,466,262
------------ ------------
The accompanying notes are an integral part of these consolidated financial
statements.
DECTRON INTERNATIONALE INC.
Interim Consolidated Statements of Cash Flows
For the Nine Month Period Ending October 31, 2003 and October 31, 2002
(Amounts Expressed in United States Dollars) Page 7
--------------------------------------------------------------------------------
Nine Nine
Months Months
Ended Ended
October 31, October 31,
2003 2002
------------ ------------
Investing activities
Acquisition of property, plant and equipment (1,088,027) (1,174,107)
Acquisition of intangibles -- (63,658)
------------ ------------
Net cash used in investing activities (1,088,027) (1,237,765)
------------ ------------
Financing activities
Issuance of capital stock -- 278,800
Advances (repayments of) from loan-term debt (385,656) (123,208)
Advances to share purchase plan receivable (123,289) (68,897)
Advances to loans receivable (130,726) (5,740)
Advances from bank loans 3,661,250 308,586
Repayments of loan payable -- (68,033)
Advances from balance of sales 233,202 --
------------ ------------
Net cash provided by financing activities 3,254,781 321,508
------------ ------------
Effect of foreign currency exchange rate on
cash and cash equivalents (147,585) (34,364)
------------ ------------
The accompanying notes are an integral part of these consolidated financial
statements.
DECTRON INTERNATIONALE INC.
Interim Consolidated Statements of Cash Flows
For the Nine month Period Ending October 31, 2003 and October 31, 2002
(Amounts Expressed in United States Dollars) Page 8
--------------------------------------------------------------------------------
Nine Nine
Months Months
Ended Ended
October 31, October 31,
2003 2002
------------ ------------
Net increase in cash and cash equivalents 1,181,884 515,641
Cash and cash equivalents, beginning of period 838,473 86,727
------------ ------------
Cash and cash equivalents, end of period $ 2,020,357 $ 602,368
============ ============
Supplemental disclosure of cash flow information
Interest paid $ 766,690 $ 556,890
============ ============
Income taxes paid $ 216,502 $ 142,224
============ ============
The accompanying notes are an integral part of these consolidated financial
statements.
DECTRON INTERNATIONALE INC.
Interim Consolidated Statements of Stockholders' Equity
For the NineMonth Period Ending October 31, 2003
(Amounts Expressed in United States Dollars) Page 9
-------------------------------------------------------------------------------
Cumulative Other
Retained Comprehensive Treasury
Number Amount Earnings Income Stock
------------ ------------ ------------ ------------ ------------
Balance January 31, 2000 2,795,000 $ 6,849,609 $ 2,873,524 $ 289,121 $ (88,780)
============ ============ ============ ============ ============
Share purchase plan
receivable -- $ (131,099) $ -- $ -- $ --
Foreign currency translation -- -- -- (303,856) --
Net earnings for the year -- -- 857,426 -- --
------------ ------------ ------------ ------------ ------------
Balance January 31, 2001 2,795,000 $ 6,718,510 $ 3,730,950 $ (14,735) $ (88,780)
============ ============ ============ ============ ============
Share purchase plan
receivable -- $ 34,423 $ -- $ -- $ --
Foreign currency translation -- -- -- (577,087) --
Net earnings for the year -- -- 47,065 -- --
------------ ------------ ------------ ------------ ------------
Balance January 31, 2002 2,795,000 $ 6,752,933 $ 3,778,015 $ (591,822) $ (88,780)
============ ============ ============ ============ ============
Share purchase plan
receivable -- $ (119,010) $ -- $ -- $ --
Issuance of shares 124,500 502,300 -- -- --
Foreign currency translation
-- -- -- 463,058 --
Net earnings for the year -- -- 1,136,212 -- --
------------ ------------ ------------ ------------ ------------
Balance January 31, 2003 2,919,500 $ 7,136,223 $ 4,914,227 $ (128,764) $ (88,780)
============ ============ ============ ============ ============
Share purchase plan
receivable -- $ (123,289) $ -- $ -- $ --
Foreign currency translation -- -- -- 1,820,666 --
Net earnings for the period -- -- 148,367 -- --
------------ ------------ ------------ ------------ ------------
Balance October 31, 2003 2,919,500 $ 7,012,934 $ 5,062,594 $ 1,691,902 $ (88,780)
============ ============ ============ ============ ============
The accompanying notes are an integral part of these consolidated financial
statements.
DECTRON INTERNATIONALE INC.
Notes to Interim Consolidated Financial Statements
As at October 31, 2003 and January 31, 2003
(Amounts Expressed in United States Dollars) Page 10
--------------------------------------------------------------------------------
1. Summary of significant accounting policies
a) Basis of Consolidated Financial Statements Presentation
These consolidated financial statements include the accounts of Dectron
Internationale Inc., Dectron Inc. Consolidated,Circul-aire Group and
International Water Makers Inc.
Dectron Inc. Consolidated is comprised of Dectron Inc. and of its
wholly-owned subsidiaries, Refplus Inc., Thermoplus Air Inc., Dectron
U.S.A. Inc., and IPAC 2000 Inc.
Circul-aire Group is comprised of Cascade Technologies Inc., and of its
wholly-owned subsidiaries, Purafil Canada Inc. and Circul-aire Inc. and
its wholly-owned subsidiary Tranzmetal Inc.
All inter-company profits, transactions and account balances have been
eliminated.
b) Foreign Currency Translation
The company maintains its books and records in Canadian dollars. The
operation of the company's subsidiary in the United States is an
integrated corporation. As a result, monetary assets and liabilities in
foreign currency are translated into Canadian dollars at exchange rates in
effect at the balance sheet date, whereas non-monetary assets and
liabilities are translated at the average exchange rates in effect at
transaction dates. Income and expenses in foreign currency are translated
at the average rate effective during the year with the exception of
depreciation and amortization, which is translated at the historical rate.
Gains and losses resulting from the translation of foreign currency
transactions are included in earnings.
The translation of the financial statements from Canadian dollars into
United States dollars is performed for the convenience of the reader.
Balance sheet accounts are translated using closing exchange rates in
effect at the balance sheet date and income and expense accounts are
translated using an average exchange rate prevailing during each reporting
period. No representation is made that the Canadian dollar amounts could
have been, or could be, converted into United States dollars at the rates
on the respective dates and or at any other certain rates. Adjustments
resulting from the translation are included in the accumulated other
comprehensive income in stockholder's equity.
DECTRON INTERNATIONALE INC.
Notes to Interim Consolidated Financial Statements
As at October 31, 2003 and January 31,2003
(Amounts Expressed in United States Dollars) Page 11
--------------------------------------------------------------------------------
2. SEGMENTED INFORMATION
October 31, January 31,
2003 2003
------------ ------------
a) The breakdown of sales by geographic area is
as follows:
Canada $ 16,180,889 $ 14,235,583
United States of America 15,182,705 20,623,100
International 2,271,780 2,024,381
------------ ------------
$ 33,635,374 $ 36,883,064
============ ============
b) The breakdown of identifiable assets by
geographic area are as follows:
Canada $ 33,209,475 $ 26,391,369
United States 7,028,866 8,010,068
------------ ------------
$ 40,238,341 $ 34,401,437
============ ============
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Critical Accounting Policies
Our consolidated financial statements are prepared in accordance with accounting
principles generally accepted in the United States (GAAP). These accounting
principles require us to make certain estimates, judgments and assumptions. We
believe that the estimates, judgments and assumptions upon which we rely are
reasonable based upon information available to us at the time that these
estimates, judgments and assumptions are made. These estimates, judgments and
assumptions can affect the reported amounts of assets and liabilities as of the
date of the financial statements, as well as the reported amounts of revenues
and expenses during the periods presented. To the extent there are material
differences between these estimates, judgments or assumptions and actual
results, our financial statements will be affected. The significant accounting
policies that we believe are the most critical to aid in fully understanding and
evaluating our reported financial results include the following:
o Revenue Recognition
o Deferred Revenue
o Intangible Assets and Goodwill
o Foreign currency translation
o Accounting for Income Taxes
Revenue Recognition
The Company recognizes revenue for finished products when the goods are shipped
and title passes to the customer, provided that there are no uncertainties
regarding customer acceptance, persuasive evidence of an arrangement exist; the
sales price is fixed or determinable; and collectibility is deemed probable.
Deferred Revenue
The company has sold extended warranty contracts covering a period of four to
nine years beyond the one year basic guarantee. The deferred revenue is
recognized as income over the four to nine year period on a straight-line basis
commencing one year from the sale of the contracts.
Intangible Assets and Goodwill
The company accounts for intangible assets and goodwill in accordance with
Statement of Financial Accounting Standards (SFAS) 142, "Goodwill and Other
Intangible Assets", which was adopted by the Company on February 1, 2002 in
accordance with that statement, goodwill and intangible assets with indefinite
lives are no longer amortized, but rather tested for impairment at least
annually. Intangible assets with estimable useful lives, consisting of patents,
trademarks, and rights, are amortized on a straight-line basis over the
estimated useful lives of 5 to 15 years, and are reviewed for impairment in
accordance with SFAS 144, "Accounting for the Impairment of Long-Lived Assets".
Goodwill represents the excess of purchase price over the fair value of
identifiable assets acquired in a purchase business combination. For the years
2002 and 2001, goodwill was amortized using the straight-line method, over a
period of 10 years.
Goodwill and intangible assets with definite lives are tested annually for
impairment in accordance with the provisions of SFAS 142.
Impairment of goodwill is tested at the reporting unit level by comparing the
reporting unit's carrying amount, including goodwill, to the fair value of the
reporting unit. The fair values of the reporting units are estimated using a
combination of the income or discounted cash flows approach and the market
approach, which utilizes comparable companies' data. If the carrying amount of
the reporting unit exceeds its fair value, then a second step is performed to
measure the amount of impairment loss, if any. Any impairment loss would be
expensed in the consolidated statements of earnings. The impairment test for
intangibles with indefinite useful lives consists of a comparison of the fair
value of the intangible assets with its carrying amount. When the carrying
amount of the intangible assets exceeds its fair value, an impairment loss would
be recognized for the difference.
Intangible assets with estimable lives and other long-lived assets are reviewed
for impairment when events or changes in circumstances indicate that the
carrying amount of an asset or assets group may not be recoverable in accordance
with SFAS 144. Recoverability of intangible assets with estimable lives and
other long- lived assets is measured by a comparison of the carrying amount of
an assets or asset group to future net undiscounted pretax cash flows expected
to be generated by the assets or asset group. If these comparisons indicated
that an asset is not recoverable, the impairment loss recognized is the amount
by which the carrying amount of the asset or the asset group exceeds the related
estimated fair value.
Foreign Currency Translation
The company maintains its books and records in Canadian dollars. Foreign
currency transactions are translated using the temporal method. Under this
method, all monetary items are translated into Canadian funds at the rate of
exchange prevailing at balance sheet date. Non-monetary items are translated at
historical rates. Income and expenses are translated at the rate in effect on
the transaction dates. Transaction gains and losses are included in the
determination of earnings for the year.
The translation of the financial statements from Canadian dollars into United
States dollars is performed for the convenience of the reader. Balance sheet
accounts are translated using closing exchange rates in effect at the balance
sheet date and income and expense accounts are translated using an average
exchange rate prevailing during each reporting period. No representation is made
that the Canadian dollar amounts could have been, or could be, converted into
United States dollars at the rates on the respective dates and or at any other
certain rates. Adjustments resulting from the translation are included in the
accumulated other comprehensive income in stockholder's equity.
Income Taxes
As part of the process of preparing our financial statements, we will be
required to estimate our income taxes in each of the jurisdictions in which we
operate. This process will involve estimates of our actual current tax exposure
together with assessing temporary differences resulting from differing treatment
of items, such as depreciation and amortization, for tax and accounting
purposes.
Results of Operations
Nine month period ended October 31, 2003 compared to Nine month period ended
October 31, 2002.
Revenues for the nine month period ended October 31, 2003 were $
33,635,374, a 13.1% increase over prior year of $ 29,738,616 primarily because
of an increase of sales in RefPlus and also the addition of our new acquisition
of Tranzmetal.
Gross profit increased by $ 668,939 to $ 9,147,393 over the same period
in 2002. Gross profit increased by 7.9% compared to an increase in sales of
13.1% for the nine month period ended October 31,2003 due to an increase in our
overhead costs following the acquisition of Tranzmetal.
Selling expenses increased by $ 408,348 for the nine month period ended
October 31, 2003 from $ 3,806,318 to $ 4,214,666. As a percentage of revenues,
selling and marketing expenses decreased from 12.8% to 12.53% during the nine
months ended October 31, 2003. Selling Expenses increased due to the addition of
new personnel in RefPlus.
General and administrative expenses increased by $ 1,036,982 from $
2,010,008 to $3,046,990 due to the integration of Tranzmetal. As a percentage of
revenues, general and administrative increased from 6.76% to 9.06%.
Amortization expenses increased by $ 196,158 from $ 1,028,214 to $
1,224,372 due to the integration of Tranzmetal and the acquisition of new
equipment. As a percentage of revenues, amortization expenses increased from
3.46% to 3.64%.
Financing expenses decreased by $ 370,255 from $ 816,096 to $ 445,841
due mainly to the re-payment of a high interest loan. As a percentage of
revenues, financing expenses decreased from 2.74% to 1.33%.
Earnings before income taxes was $ 215,524, a decrease of $ 602,294
compared to the nine month period ended October 31, 2002. Relative to sales,
earnings before income taxes decreased from 2.75% for the nine month period
ended October 31, 2002 to 0.64 % in the nine month period ended October 31,
2003.
Provisions for Income tax as a percentage of taxable earnings increased
from 28% for the nine month ended October 31, 2002 to 31.16% for 2003. Tax
expenses have decreased by $ 161,832 due to a decrease in taxable income.
As a result of the above factors, the Company's net earnings decreased
from $ 588,829 to $ 148,367.
Three month period ended October 31, 2003 compared to Three month period ended
October 31, 2002.
Revenues for the three month period ended October 31, 2003 were $
11,144,889, a 9.34% increase over prior year revenues of $ 10,193,297. This
increase is due primarily to increase of sales in RefPlus and also the addition
of our new acquisition of Tranzmetal.
Gross profit increased by $ 91,338 to $ 3,114,111 over the same period.
This represents an increase of 3.02%, expressed in relation to sales. Gross
profit increased by 3.02% compared to an increase in sales of 9.34%. This
increase is due to an increase in our overhead costs following the acquisition
of Tranzmetal.
Selling expenses increased by $ 30,142 in the three month period ended
October 31, 2003. As a percentage of revenues, selling and marketing expenses
decreased from 14.01% to 13.08%.
General and administrative expenses increased by $ 302,238 to $
1,015,454 due mainly to the integration of Tranzmetal. . As a percentage of
revenues, general and administrative increased from 7.0% to 9.11%.
Amortization expenses increased by $ 91,980 from $ 334,097 to $
426,077. As a percentage of revenues, amortization expenses increased from 3.28%
to 3.82% due to the integration of Tranzmetal and the acquisition of new
equipment.
Financing expenses decreased by $ 80,249 from $ 265,961 to $ 185,712
due mainly to the re-payment of a high interest debt. As a percentage of
revenues, financing expenses decreased from 2.61% to 1.67%.
Earnings before income taxes were $ 28,868 a decrease of $ 252,773
compared to the three month period ended October 31, 2002. Relative to sales,
earnings before income taxes decreased from 2.76% for the three month period
ended October 31, 2002 to 0.26% in the three month period ended October 31,
2003.
Provisions for Income tax as a percentage of taxable income increased
from 28.0% for the three month ended October 31, 2002 to 31.16% for 2003. Tax
expenses have decreased by $ 69,865 due to a decrease in taxable revenue.
As a result of the above factors, the Company's net earnings decreased
from $ 202,781 to $ 19,873, a decrease of 90.20%.
Liquidity and Capital Resources
The Company had a positive net change in cash of $ 1,181,884 for the
nine month period ended October 31, 2003. The principal sources of cash were
from advances of bank loans in the amount of $ 3,661,250, and depreciation and
amortization of $ 1,224,372. Principal uses of cash were acquisition of assets
in the amount of 1,088,027 and increase in inventory in the amount of $
2,030,875.
OFF-BALANCE SHEET ARRANGEMENTS
The Company does not have any off-balance sheet arrangements.
Contractual Obligations and Commercial Commitments
The Company's significant contractual obligations as of October 31, 2003 are for
debt and operating leases. Debt by year of maturity and future rental payments
under operating lease agreements are presented below. As of October 31, 2003,
the Company have an outstanding balance on its line of credit of $ 12,848,784
and does not have any purchase obligations. The Company has not engaged in
off-balance sheet financing, commodity contract trading or significant related
party transactions.
-----------------------------------------------------------------------------------------------------------------
Contractual Obligations Payments Due by Period
-----------------------------------------------------------------------------------------------------------------
Total Less than 1 1-3 years 4-5 years After 5
year years
-----------------------------------------------------------------------------------------------------------------
Balance of Sale $ 233,202 $125,133 $ 108,069 -- --
-----------------------------------------------------------------------------------------------------------------
Capital Lease 1,049,066 344,336 399,998 $ 304,732 --
-----------------------------------------------------------------------------------------------------------------
Long-term debt 4,978,163 799,711 2,072,621 2,081,034 $24,797
-----------------------------------------------------------------------------------------------------------------
Operating lease 2,291,725 632,105 1,156,204 503,416 --
-----------------------------------------------------------------------------------------------------------------
Management believes that these commitments will be satisfied with current
operating cash flow.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to market risk related to fluctuations in interest rates
on its debt. Increase in prevailing interest rates could increase the Company's
interest payment obligations relating to variable rate debt. For example, a 100
basis point increase in interest rates would increase annual interest expense by
$120,000.
ITEM 4. CONTROLS AND PROCEDURES
Attached as Exhibit 31 hereto is the Certification that is required
under Section 302 of the Sarbanes-Oxley Act of 2002. This section of the report
contains information concerning the controls evaluation referred to in the
Section 302 Certifications and the information contained herein should be read
in conjunction with the Certification.
Internal controls are designed with the objective of ensuring that
assets are safeguarded, transactions are authorized, and financial reports are
prepared on a timely basis in accordance with generally accepted accounting
principles in the United States. The disclosure procedures are designed to
comply with the regulations established by the Securities and Exchange
Commission.
Internal controls, no matter how designed, have limitations. It is the
Company's intent that the internal controls be conceived to provide adequate,
but not absolute, assurance that the objectives of the controls are met on a
consistent basis. Management plans to continue its review of internal controls
and disclosure procedures on an ongoing basis.
The Company's principal executive officer and principal financial
officer, after supervising and participating in an evaluation of the
effectiveness of the Company's internal and disclosure controls and procedures
as of October 31, 2003 (the "Evaluation Date"), have concluded that as of the
Evaluation Date, the Company's internal and disclosure controls and procedures
were effective.
There were no significant changes in the Company's internal and
disclosure controls or in other factors that could significantly affect such
internal and disclosure controls subsequent to the date of their evaluation.
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
The Company is not currently involved in any material legal proceedings.
Item 5. Other Information
On October 4, 2003, 1,150,000 of the Company's redeemable warrants to
purchase shares of the Company's common stock at an exercise price of $ 9.00 per
share expired.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
Exhibit 31. Rule 13a-14(a)/15d-14(a) Certifications.
Exhibit 32.1 Certification by the Chief Executive Officer Relating to a Periodic
Report Containing Financial Statements.*
Exhibit 32.2 Certification by the Chief Financial Officer Relating to a Periodic
Report Containing Financial Statements.*
(b) Reports on Form 8-K.
There were no reports filed on Form 8-K during the period covered by this
report.
* The Exhibit attached to this Form 10-Q shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange
Act") or otherwise subject to liability under that section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933,
as amended, or the Exchange Act, except as expressly set forth by specific
reference in such filing.
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.
DECTRON INTERNATIONALE INC.
December 12, 2003 By: /s/ Ness Lakdawala
--------------
Name: Ness Lakdawala
Title: Chairman of the Board,
Chief Executive Officer and President
December 12, 2003 By: /s/ Mauro Parissi
----------------
Name: Mauro Parissi
Title: Chief Financial Officer