Back to GetFilings.com
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 June 27, 1997 Commission file number 0-13914
TRIO-TECH INTERNATIONAL
-----------------------
(Exact name of registrant as specified in its charter)
California 95-2086631
----------------------- -----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
355 Parkside Drive
San Fernando, California 91340
----------------------------------- ------
(Address of principal executive offices) (Zip Code)
(818) 365-9200
-----------------------------------------------------------------------
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
None
------
Title of Class
Securities registered pursuant to Section 12(g) of the Act:
Common stock
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
---
Based on the closing sales price on August 22, 1997, the aggregate market value
of the voting stock held by nonaffiliates of the registrant was $ 6,037,805.
The number of shares outstanding of the registrant's common stock was 1,291,064
at August 22, 1997.
Documents incorporated by reference:
1.Notice of 1997 Annual Meeting and Proxy Statement (Part III of Form 10-K).
Indicate by check mark if disclosure of delinquent filers pursuant to item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in the definitive proxy statement incorporated
by reference in Part III of this Form 10-K. [ X ]
The number of pages in this filing is 39. The Exhibit Index begins on page 14.
PART I
ITEM 1 - BUSINESS
- -----------------
General
- -------
Trio-Tech International (the Company or the Registrant) was incorporated in
California in 1958. The Company is a designer, producer and marketer of
environmental testing equipment used to test the structural integrity of
semiconductor devices that must meet high-reliability specifications and rate of
turn test equipment for aerospace, geographical, laboratory and other
applications. In addition, the Company owns and operates facilities where a
broad range of structural and electronic tests are performed for manufacturers
and end-users of merchant and high-reliability semiconductor devices.
In 1976, the Company formed Trio-Tech International Pte Ltd (TTIPte), a wholly
owned subsidiary, and it in turn formed Trio-Tech Test Services Pte Ltd
(TTTSPte), its wholly owned subsidiary. They autonomously operate in the
Republic of Singapore, for the purpose of selling testing equipment and
providing testing services to integrated circuit manufacturers located in
Singapore and elsewhere in the Pacific Basin. The Singapore facility benefits
from moderate labor costs, the absence of currency and tariff restrictions, and
the presence of the semiconductor manufacturing industry in Southeast Asia and
the Pacific Basin.
In August 1984, the Company formed a wholly owned Cayman Islands subsidiary,
European Electronic Test Centre (EETC). In July 1985, EETC commenced operating
a semiconductor testing facility in Dublin, Ireland. The Company obtained a
grant from the Industrial Development Authority of the Republic of Ireland to
provide 30% of actual expenditures for building modifications and fixed assets
up to a maximum of $1,279,000.
In 1985, the Company's Singapore subsidiary entered into a joint-venture
agreement with a group of Malaysian investors to operate a testing facility in
Penang, Malaysia. Under this agreement, the Singapore subsidiary provides the
equipment and management for the Penang facility. The operations of this entity
are included in the consolidated financial statements. In July l990, the joint
venture opened another testing facility in Kuala Lumpur, Malaysia. This facility
is primarily involved in the testing business. In March 1994, this facility
started a new operation in Batang Kali, Malaysia. This new operation is set up
primarily to handle sub-contract work on optoelectronic assemblies.
On September 1, 1988, the Company acquired the Rotating Test Equipment Product
Line of Genisco Technology Corporation.
On November 1, 1990, Trio-Tech acquired Express Test Corporation (Express Test).
Express Test is a manufacturer of pressurized vessels (autoclaves) designed for
humidity stress testing of integrated circuits. Whereas most of Trio-Tech's
integrated circuit testing devices are for hermetically sealed ceramic devices,
Express Test machines are designed to test plastic sealed devices.
In October 1992, the Company's Singapore subsidiary formed a wholly owned
subsidiary to provide testing services in Bangkok, Thailand. The Singapore
subsidiary provides the equipment and management for this operation.
In October 1993, the Company's Singapore subsidiary entered into a joint-venture
agreement with a Chinese Company to operate a crude oil chemical processing
business in Wuhan, China. This business involves a value added production
process in which crude oil is chemically processed, repackaged and distributed
to industrial users. In December 1996, the Company's Singapore subsidiary
reduced its equity interest in this joint-venture to 49%.
In November 1993, the Company's Singapore subsidiary acquired a 73% equity
interest in Prestal Enterprise Sdn Bhd, an investment holding company which
owned a 6% indirect share holding in Trio-Tech Malaysia (TTM). The purpose was
to acquire an additional 5% share holding in TTM.
The following table sets forth the percentage of revenues derived from product
sales, testing services and industry segments during the last three fiscal years
and the breakdown of revenues derived from customers in the United States,
Southeast Asia and Europe. The amounts represented in product sales and service
include revenues derived from the test equipment distribution business in
Singapore. See Note 12, Business Segments, for a more detailed description.
Year Ended
----------
June 27, 1997 June 28, 1996 June 30, 1995
-------- --------- -----------
(Dollar amounts in thousands)
Product sales and
service:
United States $ 2,409 11 % $ 2,466 11 % $ 2,574 13 %
Southeast Asia 6,694 31 7,691 33 7,287 38
Europe 441 2 272 1 802 4
---------- --- -------- --- ------- ---
Total $ 9,544 44% $ 10,429 45% $ 10,663 55%
=========== === ========= === ======== ===
Testing services:
United States $ 215 1% $ 205 1% $ 201 1%
Southeast Asia 11,305 53 11,642 50 8,407 43
Europe 484 2 909 4 217 1
---------- --- --------- --- ------- ---
Total $ 12,004 56% $ 12,756 55% $ 8,825 45%
========== === ======== === ======= ===
Net sales:
Manufacturing $ 5,158 24% $ 4,929 21% $ 5,784 30%
Testing 12,004 56 12,756 55 8,825 45
Distribution 4,386 20 5,500 24 4,879 25
---------- --- -------- --- -------- ---
Total net sales $ 21,548 100% $ 23,185 100% $ 9,488 100%
========== ==== ======== ==== ======== ====
Background Technology
- ---------------------
Semiconductors are fundamental building blocks used in electronic equipment and
systems. Integrated circuits consist of silicon "chips" of semiconductor
material that perform electronic functions, encapsulated in packaging material,
usually plastic or ceramic, having lead wires that connect to a printed circuit
board. Integrated circuits have become increasingly complex, with greater
capacity, versatility and smaller size. The protective packaging, whether
ceramic, plastic or some other material, is intended to hold the device in place
and protect it against corrosion, oxidization, shock, handling, temperature and
other problems that can result in the failure of the device. A minute defect in
the packaging can cause a semiconductor device to fail prematurely. The
Registrant manufactures test equipment for reliability analysis of both ceramic
and plastic encapsulated integrated devices.
Hermetically sealed packaging is required by military, aerospace,
telecommunications and other commercial users for semiconductor devices that
must have high reliability and long life. It is also used for hybrid circuits
and certain other specialized devices, and for semiconductor devices that are
produced in smaller quantities. There have been significant advances in the
plastics industry, thereby making plastic sealed devices as reliable as ceramic
ones. Plastic is the material of choice in the commercial integrated circuit
markets, because polymers are less expensive and easier to process than ceramic
materials.
Many manufacturers and purchasers of high-reliability integrated circuits follow
government-defined reliability standards, including rigorous military standard
specifications. Military specifications, which are detailed and precise, have
brought about considerable standardization of quality assurance programs in the
semiconductor industry.
Military and commercial specifications include, among other things,
environmental testing, which is aimed at both detecting defective devices and
accelerating failure in potentially defective ones. An additional objective of
environmental testing is to determine and to evaluate statistically the ultimate
reliability and integrity of integrated circuits and to predict their
performance and durability under ordinary or adverse conditions. The devices
are tested before incorporating them into the finished product. The tests vary
according to the use for which the device is intended but usually include visual
inspection, stabilization bake, thermal shock temperature cycling, mechanical
shock, centrifugal force testing, fine and gross leak testing, burn-in testing
and electrical testing.
Products
- --------
The Registrant designs and manufactures environmental testing equipment for
testing of ceramic and plastic packaged integrated circuits. The Registrant's
products are sold both as separate products and as part of an integrated system
for environmental testing.
Centrifuges
The Registrant manufactures a line of centrifuges that tests the mechanical
integrity of hermetic encased electronic parts. The Registrant's centrifuges
are used to identify mechanical weaknesses of devices by spinning them at a
specified acceleration, creating a pressure of up to 30,000 g's (900,000 pounds
per square inch). This pressure will crack or break packages having certain
defects in the hermetic packages. The Registrant also designs the fixtures that
are inserted into the centrifuge to hold the semiconductors while they are being
tested.
Leak Testers
The Registrant also manufactures systems for leak detection in hermetically
packaged semiconductor devices. Certain defects may appear in some tests but
not in others, so that thorough testing requires three separate leak procedures
using different equipment. The Registrant manufactures a range of equipment and
systems designed to detect leaks in hermetic packaging by means of visual
scanning for bubble trails emanating from defective devices and radioactive
detection for ultra fine leaks.
Rate of Turn Tables
This product line includes centrifuges and rate of turn tables that are used in
applications for aerospace, electronics, instrumentation, environmental
laboratory, medical and geographical fields. Among the commercial applications
of these centrifuges are gravity simulation testing of components, assemblies
and systems for aerospace, military hardware (accelerometers, devices, fuses,
etc.), biomedical research, geophysical testing, automotive components, fluid
removal from sensitive components, gas removal from liquids and other
large-scale separation requirements. One prominent example of the product line
is the use of the 1100 Centrifuge at the Pittsburgh Eye and Ear Hospital in
rotational testing of the vestibule of the inner-ear system that causes
dizziness and unsteady eye and body movements when diseased. Typical rate of
turn table application is gyroscope calibration and testing, angular
accelerometers, turn and bank indicators, inertial platforms and direction
sensing equipment.
Burn-in Equipment and Fixtures
Trio-Tech International Singapore is a leading burn-in system manufacturer in
the Pacific Basin. Burn-in equipment is used to subject all types of integrated
circuits to sustained heat while testing them electrically in order to identify
early product failures ("infant moralities") as well as to assure long-term
reliability. Burn-in testing approximates,
in a compressed time frame, the electrical and thermal conditions to which the
device would be subjected during its normal life.
The Singapore operation also offers test fixtures for its Cobis burn-in systems
and other brands of burn-in systems. Burn-in boards are used as fixture devices
for the purpose of electrically exercising test devices during high temperature
environmental stressing.
Pressurized Humidity Testing Equipment
The Registrant manufactures a range of pressurized humidity test equipment and
specialized test fixtures which it continues to market under the name of Express
Test Corporation. Pressurized humidity test equipment utilizes a pressurized
vessel (autoclave) as the main test chamber in order to force moisture into the
plastic encapsulate and thereby determine the moisture resistance of the test
devices much more rapidly than non pressurized conventional humidity test
systems. Highly accelerated temperature and humidity stress test systems offer
reliability data for commercial IC manufacturers and end-users such as computer,
automotive and other commercial customers.
Temperature Controlled Wafer Chucks
The Artic Temperature Controlled Chucks are used for test, characterization and
failure analysis of semiconductor wafers and other components at accurately
controlled temperatures. The systems utilize thermoelectric technology to
achieve wide temperature ranges without the need for special refrigerants and
cooling fluids. Several models are available which provide temperature ranges
from -65.C to +400.C. A unique mechanical design, for which patents are
pending, provides excellent mechanical stability across the temperature ranges.
Product Development
- -------------------
Rate of Turn Tables
The new Series 2000 rate table controller offers touch screen control and an
IEEE 488.2 (industry standard) computer interface. This controller, integrated
with existing rate tables, provides user friendly, accurate and reliable rate
tables for a wide range of automatic test equipment and sensor test
applications.
Artic Temperature Controlled Chucks
Development of the Artic Temperature Controlled Chucks is ongoing. During 1997,
the Company introduced two new models. The new triaxial chucks provide a high
isolation environment for low current measurements on wafers. The rapid cool
down systems provide cool down from +350.C to +35.C in less than 10 minutes.
Ongoing development will focus on improved thermal performance and expanded
temperature ranges.
Burn-in Equipment
The Registrant is also developing a new range of dynamic burn-in systems. Burn-
in has always represented a large segment of the Company's business both in
terms of testing services and equipment sales. These new systems are designed
to meet the changing needs of the Company's test laboratories and customers.
Testing Services
The Registrant owns and operates facilities that provide testing services for
ceramic and plastic encased semiconductor devices and other electronic
components to meet the requirements of military, aerospace, industrial and
commercial applications. The Registrant uses its own proprietary equipment for
certain burn-in, centrifugal and
leak tests, and commercially available equipment for the various other
environmental tests. The Registrant conducts its testing operations at its
facilities located in San Fernando, California;the Republic of Singapore;
Dublin, Ireland; Penang and Kuala Lumpur, Malaysia; and Bangkok, Thailand.
The testing services are used by manufacturers and purchasers of semiconductors
and other components who either do not have any testing capabilities or whose
in-house screening facilities are not sufficient to test devices to military or
certain commercial specifications. In addition, the Registrant provides
overflow testing and independent verification for companies that have their own
in-house capabilities. The laboratories perform a variety of tests, including
stabilization bake, thermal shock, temperature cycling, mechanical shock,
constant acceleration, gross and fine leak tests, electrical testing, static and
dynamic burn-in tests, and vibration testing. The laboratories also perform
qualification testing, consisting of intense tests conducted on small samples of
output from manufacturers who must obtain periodic qualification under the terms
of their contracts. The Registrant delivers written certification to customers
reporting on the test results.
Distribution Activities
Besides its manufacturing and testing business, the Company's Singapore
subsidiary continues to develop its international distribution division. This
distribution business purchases products from European and Pacific Basin
manufacturers for resale. Specifically, since 1987, Heraeus-Votsch of West
Germany has been utilizing Trio-Tech International Pte. Ltd. in Singapore as a
distributor of its products. The Singapore subsidiary also represents several
Japanese and American manufacturers. It affords Trio-Tech additional sales
penetration opportunities in the Pacific Basin for the remainder of the
Trio-Tech product line.
Marketing, Distribution and Service
The Company markets its products and services worldwide, both directly and
through independent sales representatives. There are approximately 12 of these
representatives that operate within the United States and 7 in various foreign
countries. The Company's marketing efforts in the United States are coordinated
from its headquarters in San Fernando, and its Far East and European marketing
efforts are assigned to its subsidiaries in Singapore and Ireland, respectively.
The Registrant advertises in trade journals and participates in trade shows.
The Company's products and services are purchased by independent testing
laboratories and by users and manufacturers of high-reliability semiconductor
devices, including Hyundai, TRW Teledyne, Allied Signal, AMD, Motorola, National
Semiconductor, SGS Thomson and Texas Instruments. During the year ended June
27, 1997, the Company had sales of $2,827,000 and $4,659,000 to two different
customers.
Backlog
The following table sets forth the Company's backlog at the dates indicated
(amounts in thousands):
June 27, 1997 June 28, 1996
------------ -------------
Manufacturing backlog $1,980 $1,925
Testing service backlog 2,339 1,322
Distribution backlog 1,543 1,372
------- ------
$5,862 $4,619
====== ======
Based upon past experience, the Company does not anticipate any significant
cancellations. The purchase orders for equipment call for delivery within the
next 12 months. The testing services backlog is scheduled to be performed within
the next year. The Company does not anticipate any difficulties in meeting the
above delivery schedule.
Manufacturing and Supply
The Registrant's products are designed by its engineers and are assembled and
tested at its facilities in San Fernando, California, the Republic of Singapore
and the Republic of Ireland. All parts and certain components are purchased
from outside sources for assembly by the Company.
The Registrant uses Fluorinert, a special indicator fluid sold by the 3M
Company, in its gross leak equipment, and Krypton 85, sold by Amersham, in its
Tracer-Flo. The Registrant has not experienced any difficulty in obtaining
Fluorinert or Krypton 85 to date. There can be no assurance that the Registrant
will not experience difficulties or delays in obtaining Fluorinert or Krypton 85
in the future.
Competition
Management believes that the Company is one of the leading manufacturers in the
specific areas of fine leak and gross leak testers for ceramic and plastic
packaged semiconductor devices and constant acceleration centrifuges used for
structural testing of such devices. Because of the importance of testing as
part of the manufacturing process for high-reliability semiconductor devices,
management believes that the quality, accuracy and reputation of its products
and services, and to a lesser extent price, are the bases of competition in the
product and service areas served by the Company.
There are numerous testing laboratories in the areas in which the Company
operates that perform a range of testing services similar to those offered by
the Company. Since the Company has sold and will continue to sell its leak
testing systems and centrifuges to competing laboratories, the Company's
competitors can offer the same capabilities in testing. The Company also sells
its products and systems to semiconductor manufacturers and
users who might otherwise have used outside testing laboratories, including the
Company, to perform environmental testing. The existence of competing
laboratories and the purchase of testing equipment by semiconductor
manufacturers and users are potential threats to the Company's future revenues
and earnings from testing.
Patents
The Registrant holds a U.S. Patent granted in 1987 in relation to its
pressurization humidity testing equipment. The Registrant also holds a U.S.
Patent granted in 1994 on certain aspects of its Artic Temperature test systems.
In addition, the Registrant has recently filed a new patent application for
certain aspects of its new Artic Temperature test products.
Government Regulation
The Tracer-Flo process uses Krypton 85, an inert radioactive gas, the supply and
handling of which are subject to regulation by the United States Nuclear
Regulatory Commission (NRC) and the California Department of Health Physics.
The Company must, therefore, train the Tracer-Flo operators, which are licensed
by the State of California, and must maintain records and control its supplies
of Krypton 85. The California agency conducts periodic site inspections, and
the NRC monitors interstate shipments and can inspect the Company's shipping
records. No security clearance is required to handle the gas, which has a low
level of radioactivity.
Employees
As of June 27, 1997, the Company had 33 employees in the United States, 176 in
Singapore, 254 in Malaysia, 119 in Bangkok, and 20 in Ireland. None of the
Company's employees are represented by a labor union.
ITEM 2 - PROPERTIES
- -------------------
The following table sets forth information as to the location and general
character of the principal manufacturing
and testing facilities of the Registrant:
Owned (O)
Approx. or Leased (L)
Sq. Ft. Expiration
Location Principal Use Occupied Date
- -------- ------------- -------- ------
355 Parkside Dr. Headquarters/ 21,000 (L) Jan. 1998
San Fernando, CA 9l340 Manufacturing/
Testing
Abbey Road Testing/Manufac-
Deansgrange Co. turing 18,400 (O) *1
Dublin, Ireland
No. 5, Kian Teck Road Manufacturing 30,000 (L) *2
Jurong Town, Singapore
1004, Toa Payoh North, Testing 6,833 (L) month to
HEX 07-01/07, month
Singapore
Plot 1A, Phase 1 Testing 49,924 (L) Aug. 2030
Bayan Lepas Free
Trade Zone
11900 Penang
Lot No. 6. Lorong Testing 23,000 (L) June 1998
Enggang 37 Ulu Kelang
Ampang Industrial Area.
Ulu Kelang, Selangor,
Kuala Lumpur
327, Chalongkrung Road, Testing 11,300 (O) *3
Lamplathew, Lat Krabang,
Bangkok 10520, Thailand
Lot No. B7, Kawasan MIELManufacturing 24,142 (O)*4
Batang Kali, Phase II,
43300 Batang Kali
Selangor Darul Ehsan,
Malaysia
*1 Purchased for 270,000 Irish Pounds, equivalent to approximately U.S.
$261,000 based on the exchange rate as of June 28, 1985, of which
approximately 30% was recovered by the Company as part of the grant monies
received from the Industrial Development Authority of the Republic of
Ireland.
*2 Purchased for S$1 million, equivalent to approximately U.S.$ 447,000 based
on the exchange rate as of June 28,1985. This amount was completely repaid
in fiscal year 1991. However, under Singapore law, this land
may not be purchased outright. Accordingly, the term for this land lease
will expire in December 2030. The Company has acquired the fullest
ownership rights possible under Singapore law which includes an option to
renew the lease at that time.
*3 Purchased for Thai Baht 13,500,000, equivalent to approximately
U.S.$533,000 based on the exchange rate as of June 25, 1993. The mortgage
agreement commenced in October 1992 and will expire in September 1998.
*4 Purchased for Malaysia Ringgit 1,000,000, equivalent to U.S.$387,000 based
on the exchange rate as at June 24, 1994.
ITEM 3 - LEGAL PROCEEDINGS
- --------------------------
On August 24, 1995, the Company was served in a civil action brought by HM
Holdings, Inc. (HM) against 106 defendants, including the Company. HM has paid
$3,750,000 to the Federal Environmental Protection Agency to settle a proceeding
alleging that HM's predecessor company caused soil and groundwater contamination
of the North Hollywood (California) Superfund Site and may have additional
liabilities. HM alleges that the 106 defendants caused or contributed to the
contamination. An additional legal matter may arise in part out of a related
suit by Lockheed Martin Corporation against HM and other defendants, possibly
including the Company (which has not been served in this related suit),
involving the nearby Burbank Superfund Site, which HM is seeking to settle and
to assign its claim against the 106 defendants to Lockheed Martin. The Company
vacated its Burbank location in 1987. The Company and its counsel have not yet
had the opportunity to investigate the allegations. The Company believes its
liability insurance should cover this claim, but its insurers have not yet made
a decision regarding this matter. Management, based on its present information,
believes that the outcome of this litigation will not materially affect the
Company's consolidated financial position or results of operations.
There are no material proceedings to which any director, officer or affiliate of
the Registrant, any beneficial owner of more than five percent of the
Registrant's common stock or any associate of such person is a party that is
adverse to the Registrant or its properties.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------------------------------------------------------------
None
PART II
ITEM 5 - MARKET FOR REGISTRANT'S COMMON STOCK
- ---------------------------------------------
The Registrant's common stock is traded on the over-the-counter Market. The
range of bid information as quoted by the NASDAQ is as follows:
Quarter Ended High Low
------------- ---- ---
September 29, 1995 $ 6.88 $ 3.38
December 29, 1995 4.25 3.75
March 29, 1996 4.25 3.50
June 28, 1996 4.50 4.00
September 27, 1996 5.75 3.75
December 27, 1996 6.50 5.25
March 28, 1997 7.88 6.00
June 27, 1997 8.13 7.38
The Registrant's common stock is held by approximately 387 shareholders of
record as of June 27, 1997. 608,985 shares are held by Cede and Co., a
clearinghouse that holds stock certificates in "street" name for an unknown
number of shareholders.
The Company has not declared any cash dividends on its common stock. Any future
determinations as to cash dividends will depend upon the earnings and financial
position of the Company at that time and such other factors as the Board of
Directors may deem appropriate. It is anticipated that no dividends will be
paid to holders of common stock in the foreseeable future.
ITEM 6 - SELECTED FINANCIAL DATA
- --------------------------------
(In thousands except per share data)
Year Ended
- ---------------------------------------------------------------------
June 27, June 28,June 30, June 24, June 25,
1997 1996 1995 1994 1993
---- ---- ---- ---- ----
Statement of Operations
- -----------------------
Net sales $21,548 $23,185 $19,488 $15,165 $15,722
Income from operations 3,057 2,712 1,547 1,204 929
Net income 1,002 806 570 2,040 103
Net income per share :
Primary:
Continuing operations .77 .63 .47 .28 .13
Extraordinary items 1.72
----- ----- ---- ---- ----
Net income per share .77 .63 .47 2.00 .13
===== ===== ==== ===== ====
Balance Sheet
- --------------
Current assets $ 13,843 $ 11,760 $ 6,848 $ 5,525 $ 5,936
Current liabilities 7,039 8,169 5,159 5,014 8,975
Working capital 6,804 3,591 1,689 511 (3,039)
Total assets 18,528 17,416 12,646 11,298 12,243
Long-term debt and
capitalized leases 723 688 597 939 1,161
Shareholders' equity 6,463 5,207 4,419 3,626 532
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
-----------------------------------------------------------------------
OF OPERATIONS
- -------------
Year Ended June 27 1997 ("1997") Compared to Year Ended June 28, 1996 ("1996")
- ------------------------------------------------------------------------------
Net sales decreased by $1,637,000 or 7.1% from $23,185,000 in 1996 to
$21,548,000 in 1997. This is attributable to the general slowdown in the
semiconductor industry. Net sales for the Far East operations decreased
$1,334,000 or 6.9% from $19,333,000 in 1996 to $17,999,000 in 1997 due partly to
lower testing volume in Singapore and Malaysia.
Cost of sales decreased $1,947,000 or 13.3% from $14,665,000 in 1996 to
$12,718,000 in 1997. As a percentage of sales, it has decreased 4.3% from 63.3%
in 1996 to 59.0% in 1997. This is a result of stringent cost controls and scale
down of operations in the Far East region.
Interest expense continued to decrease in 1997, from $141,000 in 1996 to
$110,000 in 1997. This is a direct result of reduced interest rates and reduced
average outstanding debt balances.
Other income has increased significantly from $287,000 in 1996 to $460,000 in
1997 primarily due to interest income earned on certificates of deposit and
service income earned by providing administrative services to a customer in
Thailand.
Net income has improved by $196,000 or 24.3% from $806,000 in 1996 to $1,002,000
in 1997.
Year Ended June 28, 1996 ("1996") Compared to Year Ended June 30, 1995 ("1995")
- -------------------------------------------------------------------------------
Net sales increased by $3,697,000 or 19.0% from $19,488,000 in 1995 to
$23,185,000 in 1996. This is attributable to improved performance from the
testing services segment. Net sales related to the Far East operations
increased $3,193,000 or 20.3% as a result of higher testing volume in Singapore
and Malaysia. In addition, the U.S operation experienced growth of $293,000 or
10.6%.
Cost of sales increased $1,921,000 or 15.1% from $12,744,000 in 1995 to
$14,665,000 in 1996. However, stated as a percentage of sales, it has decreased
2.1% from, 65.4% in 1995 to 63.3% as a result of continued focus on cost
controls.
Operating expenses increased $611,000 or 11.8% to $5,808,000 in 1996. As a
percentage of net sales, operating expenses have decreased 1.6% from 26.7% in
1995 to 25.1% in 1996.
Interest expense continued to decrease in 1996, from $183,000 in 1995 to
$141,000 in 1996. This is a direct result of reduced interest rates and reduced
average outstanding debt balances.
Other income has increased from $320,000 in 1995 to $287,000 in 1996 primarily
due to lower exchange gains.
Net income after tax has improved by $236,000 or 41.4% from $570,000 in 1995 to
$806,000 in 1996.
Year Ended June 30, 1995 ("1995") Compared to Year Ended June 24, 1994 ("1994")
- -------------------------------------------------------------------------------
Sales increased by $4,323,000 or 28.5% from $15,165,000 in 1994 to $19,488,000
in 1995 as a result of improved operations in each of the business segments.
Sales for the Far East operations increased $3,249,000 or 26.1% due primarily to
improved operations in Malaysia as the volume of testing services in that region
increased. Additionally, there was an increase in manufacturing revenues in the
Far East as a result of the sale of additional
systems during 1995. The U.S. operations sales increased $710,000 or 34.4%
due to increased sales volume in the manufacturing segment. Sales for
Ireland improved $364,000 or 55.6% as a result of increases in the volume of
testing services performed in the current year.
Cost of sales increased $2,783,000 or 27.9% from $9,961,000 in 1994 to
$12,,744,000 in 1995. However, cost of sales as a percentage of sales decreased
slightly from 65.7% in 1994 to 65.4% in 1995 as a result of continued cost
cutting efforts.
Operating expenses increased $1,197,000 or 29.9% to $5,197,000 in 1995. As
percentage of sales, operating expenses were almost the same at 26.7% in 1995 as
compared to 26.4% in 1994.
Interest expense decreased $331,000 in 1995 as compared to 1994 due to the
significant reduction in average outstanding debt balances during the current
year. During 1994, the Company entered into an agreement with its previous
lender which resulted in reduced bank borrowings.
Other income increased $284,000 primarily due to currency exchange losses
experienced in the prior year. The effective tax rate in 1995 was 26% which
approximates the foreign income tax rate for the Far East operations.
Liquidity and Capital Resources
- -------------------------------
The Company's working capital improved significantly from $3,591,000 as of June
28, 1996 to $6,804,000 as of June 27, 1997. The improvement in working capital
is attributable to the increase in profitability and improved cash collections
during fiscal year 1997.
The Company has a secured credit agreement with Standard Chartered Bank which
provides for a total line of credit of approximately $655,000 which can be used
to finance the Company's Far East operations. The interest rate on borrowings
is at the bank's prime rate (6.5% at June 27, 1997) plus 2%.
The Company's subsidiary, TTM, has obtained a line of credit facility from
Public Bank which provides for borrowings of approximately $118,000. Interest
on the line is at the bank's base lending rate (9.6% at June 28, 1996) plus 2%.
There were no borrowings against this line as of June 27, 1997.
The Company's subsidiary, TTBK, has a line of credit which provides for
borrowings of approximately $78,000. Interest on the line is at the bank's
reference rate (13.25% at June 27, 1997) plus 1.5%. There were no borrowings
against this line as of June 27, 1997.
The Company has secured a revolving line of credit with a bank bearing interest
at 1.8% above the bank's reference rate (10.0% at June 27, 1997). Borrowings
under the line amounted to $150,000 as of June 27, 1997.
The Company's subsidiary, Ireland has a credit agreement with a Bank which
provides a term loan of $555,000. Paydown balance under the term loan is
$338,000 as of June 27, 1997. Interest is at the bank's prime rate (5.84% at
June 27, 1997) plus 3.5%.
Forward-Looking Statements
- --------------------------
The discussions of the Company's business and activities set forth in this
report and in other past and future reports and announcements by the Company may
contain forward-looking statements and assumptions regarding future activities
and results of operations of the Company. In light of the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995, the Company
hereby identifies the following factors which could cause actual results to
differ materially from those reflected in any forward-looking statement made by
or on behalf of the Company; market acceptance of Company products and services;
changing business conditions or technologies in
the semiconductor industry, which could affect demand for the Company's products
and services; the impact of competition; problems with technology; product
development schedules; delivery schedules; changes in military or commercial
testing specifications which could affect the market for the Company's products
and services; difficulties in profitability integrating acquired businesses, if
any, into the Company; risks associated with conducting business
internationally, including currency fluctuations, local laws and restrictions
and possible social, political and economic instability; general and economic
conditions; and other economic, financial and regulatory factors beyond the
Company's control.
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- ----------------------------------------------------
The information called for by this item is included in the Company's
consolidated financial statements beginning on page xx of this Annual Report on
Form 10-K.
ITEM 9 - DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
- -------------------------------------------------------------
None
PART III
The information required by Part III is hereby incorporated by reference from
the Company's Proxy Statement to be filed with the Securities and Exchange
Commission within 120 days after the end of fiscal 1997.
PART IV
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
- -------------------------------------------------------------------------
(a) (1) FINANCIAL STATEMENTS:
The following financial statements, including notes thereto and the
independent auditors' report with respect thereto, are filed as part of
this Annual Report on Form 10-K, starting on page 18 hereof:
1. Independent Auditors' Report
2. Consolidated Balance Sheets
3. Consolidated Statements of Income
4. Consolidated Statements of Shareholders' Equity
5. Consolidated Statements of Cash Flows
6. Notes to Consolidated Financial Statements
(a) (2) FINANCIAL STATEMENT SCHEDULES:
The following schedules are filed as part of this Annual Report on Form
10-K, starting on page 38 hereof:
1. Schedule VIII - Valuation and Qualifying Accounts and Reserves
No other schedules have been included because they are not applicable,
not required, or because information is included in the consolidated
financial statements or notes thereto.
(b) REPORTS ON FORM 8-K:
The Registrant has filed no reports on Form 8-K for the fiscal year
ended June 27, 1997.
(c) EXHIBITS:
Number Description Page Number
- ------ ----------- -----------
3.1 Articles of Incorporation, as currently in effect.
[Previously filed as Exhibit 3.1 to the Annual
Report on Form 10-K for June 24, 1988.]
-
3.2 Bylaws, as currently in effect. [Previously filed
as Exhibit 3.2 to the Annual Report on Form 10-K
for June 24, 1988.]
-
10.1 Trio-Tech Stock Option Plan. [Previously filed
as Exhibit 10.1 to the Registration Statement
on Form S-8 (No. 2-87606).]
-
10.2 Real Estate Lease, dated September 29, 1987,
between Stierlin Industrial Center and Registrant.
[Previously filed as Exhibit 10.5 to the
Registration Statement on Form S-1 (No. 2-87606).]
-
10.3 Tenancy of Flatted Factory Unit, dated December 2,
1982, between Jurong Town Corporation and
Registrant. [Previously filed as Exhibit 10.8
to the Registration Statement on Form S-1
(No. 2-87606).]
-
10.4 Tenancy of Flatted Factory Unit, dated September 10,
1982, between Jurong Town Corporation and
Registrant. [Previously filed as Exhibit 10.9
to the Registration Statement on Form S-1
(No. 2-8766).]
-
10.5 Real Estate Lease, dated December 15, 1986,
between San Fernando Associates and Registrant.
[Previously filed as Exhibit 10.17 to the Annual
Report on Form 10-K for June 28, 1987.]
-
10.6 Deferred Compensation Agreement, dated March 1,
1986, between the Company and A. Charles Wilson.
[Previously filed as Exhibit 10.16 to the Annual
Report on Form 10-K for June 24, 1988.]
-
10.7 Deferred Compensation Agreement, dated March 1,
1986, between the Company and John C. Guy.
[Previously filed as Exhibit 10.17 to the Annual
Report on Form 10-K for June 24, 1988.]
-
10.9 Credit Facility Letter dated November 2, 1993, between
Trio-Tech International Pte. Ltd. and Standard Chartered Bank. ___
Number Description Page Number
- ------ ----------- -----------
11.1 Statement re: Computation of Per Share Earnings 39
22.1 Subsidiaries of the Registrant (100% owned by the
Registrant except as otherwise stated):
Trio-Tech International Pte. Ltd., a Singapore
Corporation
Trio-Tech Test Services Pte. Ltd., a Singapore
Corporation
Trio-Tech Reliability Services, a California
Corporation
Express Test Corporation, A California Corporation
European Electronic Test Center, Ltd., A Cayman Islands
Corporation
Trio-Tech Malaysia, a Malaysia Corporation
(55% owned by the Registrant)
Trio-Tech Kualala Lumpur, a Malaysia Corporation
(100% owned by Trio-Tech Malaysia)
Trio-Tech Bangkok, a Thailand Corporation
Prestal Enterprise Sdn Bhd, a Malaysia Corporation
(73% owned by the Registrant)
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.
TRIO-TECH INTERNATIONAL
By: /S/ VICTOR H.M. TING
-----------------------
VICTOR H.M. TING
Vice President and
Chief Financial Officer
Date: SEPTEMBER 12, 1997
Pursuant to the requirement 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.
/S/ A. CHARLES WILSON
_________________________ SEPTEMBER 12, 1997
A. Charles Wilson, Director
Chairman of the Board
/S/ S.W. YONG
_________________________ SEPTEMBER 12, 1997
S. W. Yong, Director
President and Chief Executive
Officer
/S/ VICTOR H.M. TING
_________________________ SEPTEMBER 12, 1997
Victor H.M. Ting
Vice President, Chief Financial Officer
and Principal Accounting Officer
/S/ JASON T. ADELMAN
_________________________ SEPTEMBER 12, 1997
Jason T. Adelman, Director
/S/ FRANK S. GAVIN
_________________________ SEPTEMBER 12, 1997
Frank S. Gavin, Director
/S/ RICHARD C. HOROWITZ
_________________________ SEPTEMBER 12, 1997
Richard C. Horowitz, Director
/S/ F.D. (CHUCK) ROGERS
_________________________ SEPTEMBER 12, 1997
F.D. (Chuck) Rogers, Director
/S/ WILLIAM L. SLOVER
_________________________ SEPTEMBER 12, 1997
William L. Slover, Director
INDEPENDENT AUDITORS' REPORT
Board of Directors
Trio-Tech International
San Fernando, California:
We have audited the accompanying consolidated balance sheets of Trio-Tech
International and subsidiaries (the Company) as of June 27, 1997 and June 28,
1996, and the related consolidated statements of income, shareholders' equity,
and cash flows for each of the three years in the period ended June 27, 1997.
Our audits also included the financial statement schedule listed in the Index at
Item 14. These financial statements and financial statement schedule are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements and 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, based on our audits, such consolidated financial statements
present fairly, in all material respects, the financial position of Trio-Tech
International and subsidiaries as of June 27, 1997 and June 28, 1996, and the
results of their operations and their cash flows for each of the three years in
the period ended June 27, 1997 in conformity with generally accepted accounting
principles. Also, in our opinion, such financial statement schedule, when
considered in relation to the basic consolidated financial statements taken as a
whole, present fairly in all material respects the information set forth
therein.
DELOITTE & TOUCHE LLP
/S/ DELOITTE & TOUCHE LLP
Los Angeles, California
September 5, 1997
TRIO-TECH INTERNATIONAL AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
- ---------------------------------------------------------------------
June 27, June 28,
ASSETS Notes 1997 1996
----- ------- ---------
CURRENT ASSETS:
Cash $ 868,000 $ 2,114,000
Cash deposits 7,104,000 3,114,000
Trade accounts receivable, less
allowance for doubtful
accounts of $404,000 in
1997 and $177,000 in 1996 3,646,000 4,783,000
Notes and other receivables 161,000 179,000
Inventories 2 1,784,000 1,430,000
Prepaid expenses and other
current assets 280,000 140,000
------------ ----------
Total current assets 5,7 13,843,000 11,760,000
PROPERTY, EQUIPMENT AND
CAPITALIZED LEASES, net 3, 5, 7 4,421,000 5,330,000
OTHER ASSETS 4 264,000 326,000
----------- -----------
TOTAL ASSETS $18,528,000 $17,416,000
=========== ===========
(Continued)
See notes to consolidated financial statements.
TRIO-TECH INTERNATIONAL AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
- ---------------------------------------------------------------------
June 27, June 28,
LIABILITIES AND SHAREHOLDERS' EQUITY Notes 1997 1996
- ------------------------------------ ----- ---- ----
CURRENT LIABILITIES:
Notes payable 5 $ 150,000 $ 245,000
Accounts payable 1,121,000 1,813,000
Accrued expenses 6 3,605,000 4,032,000
Income taxes payable 1,965,000 1,598,000
Current portion of long-term debt
and capitalized leases 7,9 198,000 481,000
----------- ---------
Total current liabilities 7,039,000 8,169,000
----------- ---------
LONG-TERM DEBT AND CAPITALIZED
LEASES, net of current portion 7,9 723,000 688,000
----------- ---------
DEFERRED TAXES 8 776,000 771,000
----------- ---------
MINORITY INTEREST 3,527,000 2,581,000
---------- ---------
COMMITMENTS AND CONTINGENCIES 9
SHAREHOLDERS' EQUITY: 10, 11
Common stock; authorized,
10,000,000 shares; issued and
outstanding, 1,291,064 shares
(1997) and 1,205,804 shares
(1996) stated at 5,075,000 4,878,000
Accumulated deficit (334,000) (1,336,000)
Cumulative currency translation 1,722,000 1,665,000
------------- -----------
Total shareholders' equity 6,463,000 5,207,000
------------- ------------
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY $18,528,000 $17,416,000
=========== ===========
(Concluded)
See notes to consolidated financial statements.
TRIO-TECH INTERNATIONAL AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
- ---------------------------------------------------------------------
Year Ended
-------------------------------
June 27, June 28, June 30,
Notes 1997 1996 1995
----- --------- --------- ---------
NET SALES 12 $21,548,000 $23,185,000 $19,488,000
COST OF SALES 12,718,000 14,665,000 12,744,000
----------- ----------- ------------
GROSS PROFIT 8,830,000 8,520,000 6,744,000
OPERATING EXPENSES:
General and administrative 3,780,000 4,506,000 3,674,000
Selling 1,993,000 1,302,000 1,523,000
----------- ---------- ----------
Total 5,773,000 5,808,000 5,197,000
------------- ----------- -----------
INCOME FROM OPERATIONS 3,057,000 2,712,000 1,547,000
OTHER INCOME (EXPENSES):
Interest expense 5,7 (110,000) (141,000) (183,000)
Other income (expenses) 460,000 287,000 320,000
------- --------- ---------
Total 350,000 146,000 137,000
------- --------- ---------
INCOME BEFORE
INCOME TAXES AND
MINORITY INTEREST 3,407,000 2,858,000 1,684,000
INCOME TAXES 8 1,264,000 1,109,000 443,000
---- ---------- ----------- -------------
INCOME BEFORE
MINORITY INTEREST 2,143,000 1,749,000 1,241,000
MINORITY INTEREST (1,141,000) (943,000) (671,000)
--- ------------- ----------- -----------
NET INCOME $ 1,002,000 $ 806,000 $ 570,000
============ =========== ==========
(Continued)
See notes to consolidated financial statements.
TRIO-TECH INTERNATIONAL AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
- -----------------------------------------------------------------
Year Ended
-------------------------------
June 27, June 28, June 30,
Notes 1997 1996 1995
----- ------- ---- ------
EARNINGS PER SHARE:
Primary $ .77 $ .63 $.47
===== ====== =====
Pro forma 11 $ .52 $ .42 $.31
===== ====== =====
Fully diluted $ .77 $ .63 $.46
===== ======= =====
Pro forma 11 $ .51 $ .42 $.30
===== ======= =====
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING:
Primary 1,297,000 1,275,000 1,214,000
Fully Diluted 1,307,000 1,284,000 1,247,000
(Concluded)
See notes to consolidated financial statements.
TRIO-TECH INTERNATIONAL AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
- -----------------------------------------------
COMMON STOCK CUMULATIVE
NUMBER OF ACCUMULATED CURRENCY
SHARES AMOUNT DEFICIT TRANSLATION TOTAL
BALANCE, JUNE 24, 1994 1,151,562 $ 4,753,000 $(2,712,000)$1,585,000 $3,626,000
Net income 570,000 570,000
Issuance of common
stock 2,065 7,000 7,000
Exercise of stock
options (Note 10) 27,375 62,000 62,000
Foreign currency
translation adjustment 154,000 154,000
--------- ---------- ----------- --------- ---------
BALANCE, JUNE 30, 1995 1,181,002 $ 4,822,000 $ 2,142,000)$ 1,739,000 $ 4,419,000
Net income 806,000 806,000
Issuance of common
stock (445) (2,000) (2,000)
Exercise of stock
options (Note 10) 25,247 58,000 58,000
Foreign currency
translation adjustment (74,000) (74,000)
--------- ---------- ----------- --------- ---------
BALANCE, JUNE 28, 1996 1,205,804 $4,878,000 $(1,336,000)$1,665,000 $5,207,000
Net income 1,002,000 1,002,000
Issuance of common
stock (240) 0
Exercise of stock
options (Note 10) 85,500 197,000 197,000
Foreign currency
translation adjustment 57,000 57,000
--------- ---------- ----------- --------- ---------
BALANCE, JUNE 27, 1997 1,291,064 $5,075,000 $ (334,000)$ 1,722,000 $ 6,463,000
========= ========= ============ ========== ===========
See notes to consolidated financial statements.
TRIO-TECH INTERNATIONAL AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
- -------------------------------------
YEAR ENDED
-----------------------------------
JUNE 27, JUNE 28, JUNE 30,
1997 1996 1995
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,002,000 $ 806,000 $ 570,000
Adjustments to reconcile net loss to
cash provided by operations:
Depreciation and amortization 1,359,000 1,561,000 1,644,000
Loss on sale of property and equipment 67,000 82,000 2,000
Effect of exchange rate changes on
operating assets (64,000) (120,000) 148,000
Changes in assets and liabilities:
Accounts receivable: net 1,137,000 (643,000) (868,000)
Notes and other receivables 18,000 7,000 106,000
Inventories (354,000)( 238,000) (127,000)
Prepaid expenses and other
current assets (140,000) (37,000) (15,000)
Other assets 14,000 136,000 (23,000)
Accounts payable and accrued expenses (752,000)2,962,000 399,000
Deferred taxes 5,000 (99,000) 17,000
------- ---------- ---------
Total adjustment 1,290,000 3,611,000 1,283,000
--------- --------- ---------
Net cash provided by operating activities 2,292,000 4,417,000 1,853,000
--------- --------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of cash deposits (3,990,000) (2,561,000) (266,000)
Capital expenditures, net (926,000) (1,821,000)(1,394,000)
Minority interest 991,000 1,014,000 696,000
Proceeds from sale of property
and equipment 131,000 256,000 218,000
------------ --------- -----------
Net cash used in investing activities $ (3,794,000) $(3,112,000) $(746,000)
----------- --------- -----------
(Continued)
See notes to consolidated financial statements.
TRIO-TECH INTERNATIONAL AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
- ----------------------------------------------------------------------
YEAR ENDED
-----------------------------------
JUNE 27, JUNE 28, JUNE 30,
1997 1996 1995
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on notes payable and
lines of credit $ (120,000) (99,000) (111,000)
Borrowings under notes payable 25,000 125,000
Principal payments of long-term
obligations and capitalized
leases (461,000) (379,000) (508,000)
Proceeds from long-term
obligations and
capitalized leases 213,000 492,000 23,000
Issuance of common stock 197,000 58,000 69,000
Repurchase of common stock (2,000)
----------- ------------- ---------
Net cash (used in) provided
by financing activities (146,000) 195,000 (527,000)
------------ ------------- ----------
EFFECT OF EXCHANGE RATE ON CASH 402,000 (60,000) (427,000)
------------ ------------- ----------
NET (DECREASE) /INCREASE IN CASH (1,246,000) 1,440,000 153,000
CASH, BEGINNING OF PERIOD 2,114,000 674,000 521,000
------------ ------------- ----------
CASH, END OF PERIOD 868,000 2,114,000 674,000
============ ============= ==========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION
Cash paid during the period for:
Interest $ 117,000 $ 144,000 $ 162,000
Income taxes $ 845,000 $ 225,000 $ 440,000
(Concluded)
See notes to consolidated financial statements.
TRIO-TECH INTERNATIONAL AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JUNE 27, 1997 JUNE 28 1996 AND JUNE 30, 1995
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation - Trio-Tech International and subsidiaries (the
"Company" or "TTI") is a designer and manufacturer of equipment used to test
the structural integrity of semiconductor devices that must meet
high-reliability specifications. The Company also owns and operates testing
facilities that perform structural and electronic testing of semiconductor
devices and acts as a distributor of electronic testing equipment in
Singapore and other Southeast Asian countries. The consolidated financial
statements include the accounts of the Company and its principal
subsidiaries: Trio-Tech International Pte Ltd (TTI Pte), Trio-Tech Test
Services Pte Ltd (TTTS Pte), Express Test, European Electronic Test Centre
(EETC), Trio-Tech Bangkok (TTBk), Trio-Tech Malaysia (TTM) (a 55% owned
subsidiary of TTI Pte) and Prestal Enterprise Sdn Bhd (PESB) (a 73% owned
subsidiary of TTI Pte). All material intercompany transactions, profits
and balances have been eliminated.
Use of Estimates - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from
those estimates.
Accounting Period - The Company's fiscal reporting period coincides with
the 52-53 week period ending on the last Friday in June.
Cash and Cash Deposits - Cash and cash deposits consists of bank balances
and amounts invested in interest earning instruments having a maturity of 12
months or less. Approximately $6,000,000 of cash is held in the Company's
55% owned Malaysian subsidiary and is denominated in the currency of
Malaysia.
Inventories- Inventories are stated at the lower of cost, using the
first-in, first-out (FIFO) method, or market.
Property, Equipment and Capitalized Leases - Property, equipment and
capitalized leases are stated at cost, less accumulated depreciation and
amortization. Depreciation and amortization are provided over the estimated
useful lives of the assets or the terms of the leases, whichever is shorter,
using the straight-line method. Estimated useful lives range from 3 to 45
years. Capital grants from the Industrial Development Authority in Ireland
are accounted for when claimed by reducing the cost of the related assets.
The grants are amortized over the depreciable lives of those assets.
Foreign Currency Translation - All assets and liabilities of operations
outside the United States have been translated at the foreign exchange rates
in effect at year-end. Revenues and expenses for the year are translated at
average exchange rates in effect during the year. Unrealized translation
gains and losses are not included in determining net income but are
accumulated and reported as a separate component of shareholders' equity.
Net realized gains and losses resulting from foreign currency transactions
are credited or charged to income.
Other Assets - The excess of cost over net assets acquired is included in
other assets and is being amortized over 5-10 years. The Company reviews
the carrying value of all intangible assets on a regular basis, and if
future cash flows are believed insufficient to recover the remaining
carrying value of an intangible asset, the carrying value is written down in
the period the impairment is identified to its future recoverable value.
Taxes on Income - Deferred taxes are computed annually for differences
between the financial statement basis and tax basis of assets and
liabilities that will result in taxable or deductible amounts in the future.
Such deferred income tax asset and liability computations are based on
enacted tax laws and rates applicable to periods in which the differences
are expected to affect taxable income. Valuation allowances are established
when necessary to reduce deferred tax assets to the amount expected to be
realized.
It is the intention of the Company to reinvest earnings of its foreign
subsidiaries in the operations of those subsidiaries. Accordingly, no
provision has been made for U.S. income and foreign withholding taxes which
would result if such earnings were repatriated. The amount of earnings
retained in foreign subsidiaries approximates $7,180,000.
Research and Development Costs - The Company incurred research and
development costs of $18,782 in 1997, $46,000 in 1996 and $51,000 in 1995,
which were charged to cost of sales as incurred.
Earnings per Share - Earnings per share is based upon the weighted average
number of shares outstanding and common stock equivalents (consisting of
stock options), excluding those common stock equivalents which would be
anti-dilutive. The following amounts would have been presented had the
Company computed earnings per share under Statement of Financial Accounting
Standards No. 128, Earnings per Share:
YEAR ENDED
June 27, 1997 June 28, 1996 June 30, 1995
Basic $0.81 $0.67 $0.49
Diluted 0.77 0.63 0.47
New Accounting Pronouncements - In October 1995, the Financial Accounting
Standards Board (FASB) issued Statement of Financial Accounting Standards
(SFAS) No. 123, Accounting for Stock-Based Compensation. The Company has
determined that it will not change to the fair value method and will
continue to use Accounting Principles Board Opinion No. 25 for measurement
and recognition of employee stock-based transactions. In February 1997,
The FASB issued SFAS No. 128, Earnings per Share. This Statement is
effective for financial statements for both interim and annual periods
ending after December 15, 1997.
In June 1997, the FASB issued SFAS No. 130, Reporting Comprehensive Income.
The Company anticipates adopting this standard in June 1998 and does not
expect that adoption will have a material impact on the financial position
or results of operations of the Company. In June 1997, the FASB issued SFAS
No. 131, Disclosures about Segments of an Enterprise and Related Information
which the Company anticipates adopting in June 1998.
Reclassification - Certain reclassifications have been made to the previous
year's financial statements to conform to current year presentation.
2. INVENTORIES
Inventories consist of the following:
June 27, June 28,
1997 1996
----------- -----------
Raw materials $ 551,000 $ 640,000
Work in progress 526,000 294,000
Finished goods 707,000 496,000
------------ ----------
$1,784,000 $1,430,000
========== ==========
Included in the inventory balance as of June 27, 1997 and June 28, 1996 are
amounts totaling approximately $98,000 and $211,000, respectively, which are
not expected to be sold within one year.
3. PROPERTY, EQUIPMENT AND CAPITALIZED LEASES
Property, equipment and capitalized leases consist of the following:
June 27, June 28,
1997 1996
------- ------------
Building and improvements $ 2,308,000 $ 2,755,000
Leasehold improvements 1,020,000 1,035,000
Machinery and equipment 10,084,000 11,094,000
Furniture and fixtures 1,853,000 1,787,000
Equipment under capital leases 1,328,000 1,210,000
------------ ----------
16,593,000 17,881,000
Less:
Accumulated depreciation and
amortization 11,080,000 11,477,000
Accumulated amortization on
equipment under capital leases 1,092,000 1,074,000
------------ -----------
$ 4,421,000 $ 5,330,000
=========== ===========
4. OTHER ASSETS
Other assets consist of the following:
June 27, June 28,
1997 1996
-------- --------
Cost in excess of net assets
acquired, net of accumulated
amortization of $459,000 (1997)
and $411,000 (1996) $178,000 $228,000
Other 86,000 98,000
---------- ---------
Total $264,000 $326,000
========= ========
5. NOTES PAYABLE
The Company's subsidiary, TTI Pte, has a secured credit agreement with a
bank which provides for a total line of credit of $655,000. The agreement
contains certain debt covenants including maintaining a minimum net worth of
$2,400,000 at TTI Pte. Borrowings under the line were nil and $120,000 at
the end of fiscal 1997 and 1996, respectively. The interest rate on
borrowings is at the bank's prime rate (6.5% at June 27, 1997) plus 2%.
Borrowings under this agreement are collateralized by substantially all of
TTI Pte's assets.
The Company's subsidiary, TTM has a secured credit agreement with a bank
which provides for a total line of credit of $118,000. At June 27, 1997,
there were no borrowings outstanding. The line of credit bears interest at
the bank's reference rate (9.6% at June 27, 1997) plus 2%.
The Company's subsidiary, TTBK, has a line of credit which provides for
borrowings of approximately $78,000. Interest on the line is at the bank's
reference rate (13.25% at June 27, 1997) plus 1.5%. There were no
borrowings against this line as of June 27, 1997.
The Company's subsidiary, TT Ireland, has a credit agreement which provides
for a term loan of $232,000 Borrowings under the line amounted to $221,000
as of June 27, 1997. Interest is at the bank's prime rate (5.84% at June
27, 1997) plus 3.5%.
The Company obtained a revolving line of credit of $150,000 from Wells Fargo
Bank bearing interest at 1.8% above the bank's reference rate (10.0% at June
27, 1997). Borrowings under the line amounted to $150,000 as of June 27,
1997.
6. ACCRUED EXPENSES
Accrued expenses consist of the following:
June 27, June 28,
1997 1996
---- ------
Payroll and related $1,655,000 $2,140,000
Other 1,950,000 1,892,000
---------- -----------
Total $3,605,000 $4,032,000
========== ==========
7. LONG-TERM DEBT AND CAPITALIZED LEASES
Long-term debt and capitalized leases consist of the following:
June 27, June 28,
1997 1996
---- ----
Capitalized lease obligations, due in
various installments through 1997, bearing
interest at approximately 8% and 12.6%,
collateralized by leased assets (see Note 9) $ 289,000 $ 120,000
Term notes payable, bearing interest at 2%
above bank reference rate (6.5% at June 28, 1996),
collateralized by substantially all of TTI Pte's
assets. 138,000
Term notes payable, due in monthly
installments through 2007, bearing
interest at 9.34%. 338,000 375,000
Mortgage loan, due in monthly
installments through 1997, bearing interest
at 1.5% above bank reference rate (12.75% at
June 27, 1997), collateralized by land and
building in TTBk. 254,000 286,000
Term notes payable bearing interest at 1.22% above
bank reference rate (13.18% at June 28, 1996) 210,000
Note payable to officer and share-
holder, bearing interest
at 10%, due January 1, 1998, unsecured. 40,000 40,000
---------- ---------
921,000 1,169,000
Less current portion 198,000 481,000
------------ ---------
$ 723,000 $ 688,000
=========== ===========
Maturities of long-term debt as of June 27, 1997 are as follows (exclusive
of capital lease obligations):
Fiscal
Year
----
1998 $ 140,000
1999 134,000
2000 171,000
2001 118,000
2002 69,000
-------
$ 632,000
==========
8. TAXES ON INCOME
The provision for income taxes consists of the following:
Year Ended
------------------------------
June 27,June 28, June 30,
1997 1996 1995
---- ---- ----
Current:
Domestic $ ( 157,000) $ 1,000 $ 3,000
Foreign 1,426,000 1,009,000 457,000
--------------- --------- ----------
1,269,000 1,010,000 460,000
--------------- --------- ----------
Deferred:
Domestic
Foreign (5,000) 99,000 (17,000)
---------------- ------- ---------
$1,264,000 $1,109,000 $443,000
================ ========== =========
The pre-tax income (loss) before minority interest related to domestic and
foreign operations is as follows:
Year Ended
--------------------------------------
June 27, June 28, June 30,
1997 1996 1995
----- ----- -----------
Domestic $( 137,000) $ 380,000 $ 320,000
Foreign 3,544,000 2,478,000 1,364,000
----------- ---------- ------------
$3,407,000 $2,858,000 $1,684,000
========== ========== ==========
The reconciliation between the U.S. federal statutory tax rate and the effective
income tax rate is as follows:
Year Ended
--------------------------
June 27, June 28, June 30,
1997 1996 1995
----- ----- ----
Statutory federal tax rate 35% 35% 35%
Foreign income taxed at lower rates 26% 26% 27%
Utilization of federal net
operating loss carryforwards (24%) (22%) (35%)
Other (1%)
---- ----- -----
Effective rate 37% 39% 26%
=== === ===
The Company files income tax returns in several countries. Income in one
country is not offset by losses in another country. Accordingly, no benefit is
provided for losses in countries except where the loss can be carried back
against income recognized in previous years. Income taxes are provided in those
countries where income is earned. The effect of providing tax against
profits while not providing benefit for losses results in an effective tax rate
which differs from the federal statutory rate.
Deferred income taxes arise from temporary differences in the recognition of
certain revenues and expenses for tax and financial statement purposes. The
components of deferred tax assets (liabilities) are as follows:
June 27, June 28,
1997 1996
---- ----
Deferred tax assets:
Net operating loss carry forward $1,087,000 $847,000
Provision for local tax 153,000
Provision for bad debts 100,000
Reserve for obsolescence 82,000
Other 58,000 45,000
--------- ---------
Total deferred tax assets 1,480,000 892,000
Deferred tax liabilities:
Depreciation (367,000) (449,000)
Other (409,000) (331,000)
---------- -----------
Total tax liabilities (776,000) (780,000)
---------- ----------
Subtotal 704,000 112,000
Valuation allowance (1,480,000) (883,000)
----------- ---------
Net deferred tax liability $ (776,000) $(771,000)
At June 27, 1997 the Company has net operating loss carryforwards of
approximately $3,022,000 available to offset future U.S. federal taxes,
which primarily expire between 2005 and 2008.
9. COMMITMENTS AND CONTINGENCIES
The Company leases certain of its facilities and equipment under long-term
agreements expiring at various dates through 2030. Certain of these leases
require the Company to pay real estate taxes and insurance and provide for
escalation of lease costs based on certain indices. Future minimum payments
under capital leases and noncancellable operating leases as of June 27, 1997
are as follows:
Capital Rental
Fiscal Year Leases Commitment
---------- ------ ----------
1998 $ 98,000 $ 196,000
1999 136,000 128,000
2000 41,000 66,000
2001 14,000 66,000
2002 66,000
Thereafter 2,529,000
--------- ----------
Total minimum
lease payments 289,000 $3,051,000
========= ==========
Total rental expense on all operating leases, both cancelable and
noncancelable, amounted to $371,000 in 1997, $768,000 in 1996 and $461,000
in 1995. Total rental income under sublease was $138,000 in 1997, $232,000
in 1996 and $124,000 in 1995.
On August 24, 1995, the Company was named in a civil action brought against
106 defendants alleging that they may have caused or contributed to soil and
groundwater contamination that required the plaintiff to pay $3,750,000 to
the Federal Environmental Protection Agency to settle. The Company has not
yet had the opportunity to investigate the allegations. In the opinion of
management, based on its present information, this matter should not have a
material impact on the Company's consolidated financial position or results
of operations.
10. STOCK OPTIONS
The Company has a qualified stock option plan (the Plan) under which
officers, directors and employees are eligible to receive options to
purchase shares of the Company's common stock at a price that is not less
than 100 percent of the fair market value at the date of grant. There are
125,000 shares authorized for grant under the Plan. Additionally, the Board
of Directors issues non-qualified options at their discretion at a price not
less than fair market value at the date of grant.
The Company applies Accounting Principles Board Opinion No. 25, Accounting
for Stock Issued to Employees, and related interpretations in accounting for
its Plan. Accordingly, no compensation expense has been recognized. Had
compensation cost for the Company's Plan been determined based upon the fair
value at the grant date for awards under this Plan consistent with the
methodology prescribed under Statement of Financial Accounting Standards No.
123, Accounting for Stock Based Compensation, the Company's net income and
earnings per share would have been reduced to the pro forma amounts
indicated below:
Year Ended
June 27, 1997
Net Income:
As Reported $1,002,000
Pro forma 440,000
Earnings per Share:
As Reported $ 0.77
Pro forma 0.34
The fair value of the options granted during fiscal 1997 is $5.50 on the
date of grant using the Black Scholes option-pricing model with the
assumptions listed below.
Year Ended
June 27, 1997
Volatility 41.7%
Risk free interest rate 6.1%
Expected Life (years) 7
Discount rate 6.1%
The following tables summarize information concerning outstanding and
exercisable options at June 27, 1997 and June 28, 1996.
Year Ended June 27, 1997
Options Outstanding Options Exercisable
Number Weighted Weighted Number
Average
Outstanding Remaining Average Exercisable Weighted
Average
6/27/97 Contractual Exercise 6/27/97 Exercise
Life Price Price
28,39 $ 0.84 2.28 28,391 $ 2.28
37,50 1.45 2.40 37,500 2.40
16,00 2.44 3.25 16,000 3.25
27,75 3.45 4.50 13,875 4.50
19,00 4.46 5.50 4,750 5.50
128,64 $ 2.31 3.39 100,516 $ 2.94
Year Ended June 28, 1996
Options Outstanding Options Exercisable
Number Weighted Weighted Number
Average
Outstanding Remaining Average Exercisable Weighted
Average
6/28/96 Contractual Exercise 6/28/96 Exercise Price
Life Price
119,24 1.02 $ 2.28 119,247 $ 2.28
37,50 2.45 2.40 28,125 2.40
16,00 3.44 3.25 8,000 3.25
28,45 4.45 4.50 6,938 4.50
201,19
1.40 $ 2.69 162,310 $ 2.94
The following table summarizes the stock option activity for the three years
ended June 27, 1997:
Number of Shares Option Price
------------------------------- -----------
Non-qualified Qualified
------------- ---------
Balance, June 24, 1994 113,750 97,469 $ 2.28 to $3.00
Options granted 16,000 $ 3.25
Options exercised (15,000) (12,375) $ 2.28
Options expired (750) (1,900) $ 2.28
---------- -------
Balance, June 30, 1995 114,000 83,194 $ 2.28 to $3.25
Shares exercisable 81,315 77,498
====== ======
Options granted 27,000 3,500 $ 4.50
Options exercised (8,500) (16,747) $ 2.28
Options expired (1,250) $2.28
-------- -----------
Balance, June 28, 1996 132,500 68,697 $ 2.28 to $4.50
Shares exercisable 79,565 64,000
====== ======
Options granted 15,000 4,000 $ 5.50
Options exercised (35,750) (49,750) $ 2.28 to $4.50
Options expired (1,500) (4,556) $2.28
---------- -----------
Balance, June 27, 1997 110,250 18,391 $ 2.28 to $5.50
======= =========
Shares exercisable 86,875 13,641
====== ======
11.
In July 1997, the Board of Directors approved a three-for-two stock split.
The date of distribution of the pending stock split has not been determined.
The pro forma earnings per share amounts show the effect of the pending
stock split.
12. BUSINESS SEGMENTS
The Company operates principally in three industry segments, the designing
and manufacturing of equipment that tests the structural integrity of
integrated circuits and other products which measure the rate of turn, the
testing service industry that performs structural and electronic tests of
semiconductor devices and the distribution of various products from other
manufacturers in Singapore and Southeast Asia.
The allocation of the cost of equipment, the current year investment in new
equipment and depreciation expense have been made on the basis of the
primary purpose for which the equipment was acquired.
The Company's wholly owned subsidiary, TTI Pte. in Singapore (including TTI
Pte.'s wholly owned subsidiaries TTTS Pte and TTBk, 55% owned joint venture
of Trio-Tech Malaysia, another subsidiary wholly owned by Trio-Tech Malaysia
and 73% owned PESB), operates in the manufacturing, the testing service and
the distribution industry segments.
All intersegment sales are sales from the manufacturing segment to the
testing and distribution segment. Corporate assets mainly consist of cash
and prepaid expenses. Corporate expenses mainly consist of salaries,
insurance, professional expenses and directors' fees.
1997 1996 1995
---- ---- ----
Net sales:
Manufacturing $ 5,158,000 $ 4,929,000 $ 5,784,000
Testing 12,004,000 12,756,000 8,825,000
Distribution 4,386,000 5,500,000 4,879,000
---------- ------------ ----------
Total net sales $21,548,000 $23,185,000 $19,488,000
=========== =========== ===========
Operating profit (loss):
Manufacturing $ (881,000) $ (367,000) 35,000
Testing 3,772,000 3,238,000 1,476,000
Distribution 20,000 (363,000) (86,000)
---------- ----------- -----------
Total operating
profit 2,911,000 2,508,000 1,425,000
Corporate income (expenses) 146,000 204,000 122,000
---------- ---------- ---------
Total operating profit $ 3,057,000 $ 2,712,000 $ 1,547,000
============ =========== ===========
Depreciation and
amortization:
Manufacturing $ 263,000$ 206,000 $ 194,000
Testing 1,074,000 1,316,000 1,417,000
Distribution 22,000 39,000 33,000
------------ ----------- ----------
Total depreciation
and amortization $ 1,359,000 $ 1,561,000 $ 1,644,000
============ ========== ===========
Capital expenditures:
Manufacturing $ 469,000 $ 234,000 $ 648,000
Testing 452,000 1,050,000 745,000
Distribution 5,000 537,000 1,000
------------ ---------- -----------
Total capital
expenditures $ 926,000 $ 1,821,000 $ 1,394,000
========== ========== ===========
Identifiable assets:
Manufacturing $ 4,027,000 $ 3,650,000 $ 3,648,000
Testing 10,667,000 9,562,000 7,649,000
Distribution 3,818,000 4,145,000 1,309,000
Corporate 16,000 59,000 40,000
----------- ---------- ----------
Total assets $18,528,000 $17,416,000 $12,646,000
=========== =========== ===========
Net sales:
United States $ 2,624,000$ 2,671,000 $ 2,775,000
Southeast Asia 17,999,000 19,333,000 15,694,000
Ireland 925,000 1,181,000 1,019,000
------------ ----------- ----------
Total net sales $21,548,000 $23,185,000 $19,488,000
========== =========== ===========
Operating profit (loss):
United States $ (151,000)$ 176,000$ 151,000
Southeast Asia 3,077,000 2,311,000 1,276,000
Ireland (15,000) 21,000 (2,000)
-------------- ------------ -------------
Total operating profit 2,911,000 2,508,000 1,425,000
Corporate income (expenses) 146,000 204,000 122,000
-------- ------------ -------------
Total operating profit $ 3,057,000 $ 2,712,000 $ 1,547,000
=========== ============ ============
Assets:
United States $ 1,855,000 $ 2,143,000 $ 1,468,000
Southeast Asia 15,951,000 14,422,000 10,368,000
Ireland 722,000 851,000 810,000
----------- ---------- ----------
$18,528,000 $17,416,000 $12,646,000
=========== =========== ===========
The Company exports a portion of its equipment. Export sales by geographic
area are as follows:
Year Ended
-------------------------------------------
June 27, June 28, June 30,
1997 1996 1995
---- ---- ----
Southeast Asia $ 1,179,000 $ 957,000 $ 976,000
Europe 153,000 646,000 595,000
All others 108,000 157,000 153,000
------------ --------- ------------
$1,440,000 $1,760,000 $1,724,000
========== ========== ==========
The Company had two major customers which accounted for 13% and 22% of the
Company's sales during fiscal year 1997. Two customers accounted for 14% and
20% of sales during fiscal year 1996. Two customers accounted for 15% and
12% of sales during fiscal year 1995. The Company has no significant
concentration of credit risks other than discussed above.
TRIO-TECH INTERNATIONAL AND SUBSIDIARIES
SCHEDULE VIII VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
- ----------------------------------------------------------------------
ALLOWANCE
FOR RESERVE
DOUBTFUL FOR
ACCOUNTS INVENTORY
Balance at June 24, 1994 57,000 445,000
additions charged to cost and expenses 4,000 11,000
Recoveries (11,000) (22,000)
Write-offs (40,000) (6,000)
------- -------
Balance at June 30, 1995 10,000 428,000
Additions charged to cost and expenses 178,000
Recoveries (11,000) (420,000)
--------- ---------
Balance at June 28, 1996 177,000 8,000
Additions charged to cost and expenses 376,000 190,000
Recoveries (149,000)
------- --------
Balance at June 27, 1997 404,000 198,000
======= =======
TRIO-TECH INTERNATIONAL AND SUBSIDIARIES
EXHIBIT 11.1
STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS
YEAR ENDED
JUNE 27, JUNE 28, JUNE 30,
1997 1996 1995
Net income $1,002,000 $806,000 $570,000
Primary earnings per share:
Weighted average number
of common shares 1,233,000 1,195,000 1,162,000
outstanding
Dilutive effect of stock
options
after application of
treasury
stock method 64,000 80,000 52,000
Number of shares used to
compute
primary earnings per share 1,297,000 1,275,000 1,214,000
Primary earnings per share $ 0.77 $ 0.63 $ 0.47
Pro forma $ 0.52 $ 0.42 $ 0.31
Fully diluted earnings per
share:
Weighted average number
of common shares 1,233,000 1,195,000 1,162,000
outstanding
Dilutive effect of stock
options
after application of
treasury
stock method 74,000 89,000 85,000
Number of shares used to
compute
fully diluted earnings per 1,307,000 1,284,000 1,247,000
share
Fully diluted earnings per $ 0.77 $ 0.63 $ 0.46
share
Pro forma $ 0.51 $ 0.42 $ 0.30