SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM 10-QSB
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 For The Quarter Ended July 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
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(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: September 10, 2003,
2,969,500 Common Shares outstanding
Transitional Small Business Disclosure (check One):
Yes [ ] No [ X ]
DECTRON INTERNATIONALE INC.
INDEX
PAGE
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PART I - FINANCIAL INFORMATION
Item 1- Financial Statements
Interim Consolidated Balance Sheets - at July 31, 2003 and January 31, 2003 ...............2-3
Interim Consolidated Statements of Earnings - For the three and six months ended
July 31, 2003 and the three and six months ended July 31, 2002 ............................4-5
Interim Consolidated Statements of Cash Flows - For the three and six months ended
July 31, 2003 and three and six months ended July 31, 2002.................................6-8
Interim Consolidated Statements of Stockholders' Equity......................................9
Notes to Interim Financial Statements.....................................................10-11
Item 2 - Management's Discussion and Analysis of Financial
Conditions and Results of Operations..........................................12-15
Item 3. Quantitative and Qualitative Disclosure About Market Risk...........................15
Item 4. Controls and Procedures.............................................................15
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K ...................................................16
SIGNATURES................................................................................. 17
The accompanying notes are an integral part of these consolidated financial
statements.
Part I FINANCIAL INFORMATION
Item 1. Financial Statements
DECTRON INTERNATIONALE INC.
Interim Consolidated Balance Sheets
As at July 31, 2003 and January 31, 2003
(Amounts Expressed in United States Dollars) Page 2
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July 31, January 31,
2003 2003
-------------- --------------
Assets
Current
Cash $ 1,834,930 $ 838,473
Accounts receivable 11,976,094 9,917,100
Inventory 11,289,292 9,525,297
Prepaid expenses and sundry assets 775,613 538,145
Loans receivable 23,583 21,164
Deferred income taxes 36,539 36,539
-------------- --------------
25,936,051 20,876,718
Loans receivable 480,543 472,977
Property, plant and equipment 11,377,444 10,229,880
Intangibles 179,708 169,000
Goodwill 1,467,690 1,355,117
Deferred income taxes 1,222,171 1,297,745
-------------- --------------
$ 40,663,607 $ 34,401,437
============== ==============
The accompanying notes are an integral part of these consolidated financial
statements.
DECTRON INTERNATIONALE INC.
Interim Consolidated Balance Sheets
As at July 31, 2003 and January 31, 2003
(Amounts Expressed in United States Dollars) Page 3
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July 31, January 31,
2003 2003
-------------- ---------------
Liabilities
Current
Bank loans $ 12,480,255 $ 9,187,534
Accounts payable and accrued expenses 6,280,289 4,835,993
Income taxes payable 656,938 684,578
Current portion of long-term debt 1,144,047 1,090,576
Deferred revenue 5,273 4,732
Current portion of balance of sale 117,454
-
--------------- ------------
20,684,256 15,803,413
Long-term debt 5,372,550 5,322,309
Balance of sale 117,454 -
Deferred revenue 1,548,731 1,442,809
--------------- ------------
27,722,991 22,568,531
--------------- ------------
Stockholders' equity
Capital stock 7,125,819 7,136,223
Treasury stock (88,780) (88,780)
Accumulated other comprehensive gain (loss) 860,856 (128,764)
Retained earnings 5,042,721 4,914,227
--------------- ------------
12,940,616 11,832,906
--------------- ------------
Total liabilities and stockholders' equity $ 40,663,607 $ 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 Six Month Period Ended July 31, 2003 and July 31, 2002
(Amounts Expressed in United States Dollars) Page 4
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Six Six
Months Months
Ended Ended
July 31, July 31,
2003 2002
--------------- --------------
Net Sales $ 22,490,485 $ 19,545,319
Cost of sales 16,457,203 14,089,638
----------------- -------------
Gross profit 6,033,282 5,455,681
----------------- -------------
Operating expenses
Selling 2,756,666 2,378,460
General and administrative 2,031,536 1,296,792
Depreciation and amortization 798,295 694,117
Interest expense 260,129 550,135
----------------- -------------
5,846,626 4,919,504
----------------- -------------
Earnings before income taxes 186,656 536,177
Income taxes 58,162 150,129
----------------- -------------
Net Earnings $ 128,494 $ 386,048
================= =============
Net earnings per common share, basic and diluted .04 0.14
================= =============
Weighted average number of common shares outstanding basic and diluted 2,944,561 2,799,167
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 July 31, 2003 and July 31, 2002
(Amounts Expressed in United States Dollars) Page 5
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Three Three
Months Months
Ended Ended
July 31, July 31,
2003 2002
--------------- ---------------
Net Sales $ 12,343,154 $ 10,496,214
Cost of sales 9,242,204 7,851,682
--------------- ---------------
Gross profit 3,100,950 2,644,532
--------------- ---------------
Operating expenses
Selling 1,439,384 1,235,609
General and administrative 963,663 545,493
Depreciation and amortization 386,900 377,409
Interest expense 211,172 264,354
--------------- ---------------
3,001,119 2,422,865
--------------- ---------------
Earnings before income taxes 99,831 221,667
Income taxes 31,107 62,066
--------------- ---------------
Net earnings $ 68,724 $ 159,601
=============== ===============
Net earnings per common share, basic and diluted 0.02 0.06
=============== ===============
Weighted average number of common shares outstanding basic and diluted 2,944,561 2,799,167
The accompanying notes are an integral part of these consolidated financial
statements.
DECTRON INTERNATIONALE INC.
Interim Consolidated Statements of Cash Flows
For the Six Month Period Ending July 31, 2003 and July 31, 2002
(Amounts Expressed in United States Dollars) Page 6
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Six Six
Months Months
Ended Ended
July 31, July 31,
2003 2002
------------------ -------------------
Operating activities:
Net earnings $ 128,494 $ 386,048
Adjustments to reconcile net earnings to net cash (used in) provided by
operating activities:
Depreciation and amortization 798,295 694,117
Increase in accounts receivable (2,058,994) (2,234,644)
Decrease in income taxes receivable - 58,313
Decrease (increase) in inventory (1,763,995) 34,442
Increase (decrease) in prepaid expenses and sundry assets (237,468) (112,964)
Increase in accounts payable and accrued expenses 1,444,296 1,132,903
Increase (decrease) in income taxes payable (27,640) 78,769
Increase in deferred revenue 106,463 91,901
Decrease in deferred income taxes 75,574 178
--------------- --------------
Net cash provided by (used in) operating activities (1,534,975) 129,063
--------------- --------------
The accompanying notes are an integral part of these consolidated financial
statements.
DECTRON INTERNATIONALE INC.
Interim Consolidated Statements of Cash Flows
For the Six Month Period Ending July 31, 2003 and July 31, 2002
(Amounts Expressed in United States Dollars) Page 7
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Six Six
Months Months
Ended Ended
July 31, July 31,
2003 2002
--------------- ---------------
Investing activities:
Acquisition of property, plant and equipment (1,088,027) (795,828)
Acquisition of intangibles - (63,658)
--------------- --------------
Net cash used in investing activities (1,088,027) (859,486)
--------------- --------------
Financing activities
Advances to share purchase plan (106,404) -
Issuance of share capital 96,000 278,800
Repayments (advances) from loan receivable (9,985) 43,450
Advances from bank loans 3,292,721 628,144
Advances from (repayments of) long-term debt (8,345)
103,712
Repayments of loan payable - (173)
Advances from balance of sales 234,908 -
--------------- --------------
Net cash provided by financing activities 3,610,952 941,876
--------------- --------------
Effect of foreign currency exchange rate on cash and cash equivalents 8,507 (107,198)
--------------- --------------
The accompanying notes are an integral part of these consolidated financial
statements.
DECTRON INTERNATIONALE INC.
Interim Consolidated Statements of Cash Flows
For the Six Month Period Ending July 31, 2003 and July 31, 2002
(Amounts Expressed in United States Dollars) Page 8
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Six Six
Months Months
Ended Ended
July 31, July 31,
2003 2002
-------------- --------------
Net increase in cash and cash equivalents 996,457 104,255
Cash and cash equivalents, beginning of period 838,473 86,727
------------- ------------
Cash and cash equivalents, end of period $ 1,834,930 $ 190,982
============= ============
Supplemental disclosure of cash flow information
Interest paid $ 490,393 $ 303,155
============= ============
Income taxes paid $ 159,088 $ 65,023
============= ============
The accompanying notes are an integral part of these consolidated financial
statements.
DECTRON INTERNATIONALE INC.
Interim Consolidated Statements of Stockholders' Equity
For the Six Month Period Ending July 31, 2003
(Amounts Expressed in United States Dollars) Page 9
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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 - $ (106,404) $ - $ - $ -
Issuance of shares 32,000 96,000
Foreign currency translation - - - 989,620 -
Net earnings (loss) for the
period - - 128,494 - -
-------------- -------------- -------------- -------------- --------------
Balance July 31, 2003 2,951,500 $ 7,125,819 $ 5,042,721 $ 860,856 $ (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 July 31, 2003 and January 31, 2003
(Amounts Expressed in United States Dollars) Page 10
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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 July 31, 2003 and January 31,2003
(Amounts Expressed in United States Dollars) Page 11
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2. SEGMENTED INFORMATION
July 31, January 31,
2003 2003
---------------- --------------
a) The breakdown of sales by geographic area is as follows:
Canada $ 10,831,869 $ 14,235,583
United States of America 10,023,663 20,623,100
International 1,634,953 2,024,381
---------------- -------------
$ 22,490,485 $ 36,883,064
================ =============
b) The breakdown of identifiable assets by geographic area is as follows:
Canada $ 33,252,183 $ 26,391,369
United States 7,411,424 8,010,068
---------------- -------------
$ 40,663,607 $ 34,401,437
================ =============
Page 12
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 in accordance with SEC Staff Accounting Bulletin
No. 101, Revenue Recognition in Financial Statements (SAB 101), as amended by
SAB 101A and 101B. SAB 101 requires that four basic criteria must be met before
revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2)
delivery has occurred or services rendered; (3) the fee is fixed and
determinable: and (4) collectibility is reasonably assured. Determination of
criteria (3) and (4) are based on management's judgments regarding the fixed
nature of the fee charged for services rendered and products delivered and the
collectibility of those fees. Should changes in conditions cause management to
determine these criteria are not met for certain future transactions, revenue
recognized for any reporting period could be adversely affected.
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".
Page 13
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
Six month period ended July 31, 2003 compared to Six month period ended July 31,
2002.
Revenues for the six month period ended July 31, 2003 were $22,490,485,
a 15.1% increase over prior year of $ 19,545,319.
Page 14
Gross profit increased by $ 577,601 to $ 6,033,282 over the same period
in 2002. Gross profit increased by 10.6% compared to an increase in sales of
15.1% for the six month period ended July 31,2003.
Selling expenses increased by $ 378,206 for the six month period ended
July 31, 2003 from $ 2,378,460 to $ 2,756,666. As a percentage of revenues,
selling and marketing expenses increased from 12.17% to 12.26% during the six
months ended July 31, 2003.
General and administrative expenses increased by $ 734,744 from $
1,296.792 to $2,031,536. As a percentage of revenues, general and administrative
increased from 6.63% to 9.03%.
Amortization expenses increased by $ 104,178 from $ 694,117 to $
798,295. As a percentage of revenues, amortization expenses remained stable at
3.55%
Financing expenses decreased by $ 290,006 from $ 550,135 to $ 260,129.
As a percentage of revenues, financing expenses decreased from 2.81% to 1.16%.
Earnings before income taxes was $ 186,656, a decrease of $349,521
compared to the six month period ended July 31, 2002. Relative to sales,
earnings before income taxes decreased from 2.74% for the six month period ended
July 31, 2002 to 0.83 % in the six month period ended July 31, 2003.
Provisions for Income tax as a percentage of taxable earnings increased
from 28% for the six month ended July 31, 2002 to 31.16% for 2003.
As a result of the above factors, the Company`s net earnings decreased
from $ 386,048 to $ 128,494.
Three month period ended July 31, 2003 compared to Three month period ended July
31, 2002.
Revenues for the three month period ended July 31, 2003 were $
12,343,154, a 17.60% increase over prior year revenues of $ 10,496,214.
Gross profit increased by $ 456,418 to $3,100,950 over the same period.
This represents an increase of 17.26%, expressed in relation to sales. Gross
profit increased by 17.26% compared to an increase in sales of 17.6%.
Selling expenses increased by $ 203,775 in the three month period ended
July 31, 2003. As a percentage of revenues, selling and marketing expenses
decreased from 11.77% to 11.66%.
General and administrative expenses increased by $ 418,170 to $
963,663. As a percentage of revenues, general and administrative increased from
5.20% to 7.81%.
Amortization expenses increased by $9,491 from $ 377,409 to $ 386,900.
As a percentage of revenues, amortization expenses decreased from 3.6% to 3.13%.
Financing expenses decreased by $ 53,182 from $ 264,354 to $ 211,172.
As a percentage of revenues, financing expenses decreased from 2.52% to 1.71%.
Earnings before income taxes were $ 99,381 a decrease of $121,836
compared to the three month period ended July 31, 2002. Relative to sales,
earnings before income taxes decreased from 2.11% for the three month period
ended July 31, 2002 to 0.81% in the three month period ended July 31, 2003.
Provisions for Income tax as a percentage of taxable income increased
from 28.0% for the three month ended July 31, 2002 to 31.16% for 2003. Therefore
the tax expenses has decreased by $ 30,959.
As a result of the above factors, the Company's net earnings decreased
from $ 159,601 to $ 68,724, a decrease of 57%.
Page 15
Liquidity and Capital Resources
The Company had a positive net change in cash of $ 996,457 for the six
month period ended July 31, 2003. The principal sources of cash were from an
increase in accounts payable in the amount of $1,444,296, advances of bank loans
in the amount of $ 3,292,721, and depreciation and amortization of $ 798,295.
Principal uses of cash were an increase in accounts receivable in the amount of
$ 2,058,994, acquisition of assets in the amount of 1,088,027 and increase in
inventory in the amount of $ 1,763,995.
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 July 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 July 31, 2003, the
Company has an outstanding balance on its line of credit of $ 11,568,391 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 years
year
-------------------------------------------------------------------------------------------------
Balance of Sale 234,908 117,454 117,454
-------------------------------------------------------------------------------------------------
Capital Lease 1,128,515 344,336 399,998 391,181 0
-------------------------------------------------------------------------------------------------
Long-term debt 5,388,082 799,711 2,072,621 2,466,163 49,587
-------------------------------------------------------------------------------------------------
Operating lease 2,580,776 632,105 1,156,204 792,467 -
-------------------------------------------------------------------------------------------------
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 April 30, 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.
Page 16
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
The Company is not currently involved in any material legal proceedings.
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.
Page 17
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.
September 15, 2003 By: /s/ Mauro Parissi
----------------
Mauro Parissi
Chief Financial Officer