Back to GetFilings.com
SECURITIES AND EXCHANGE COMMISION
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 28, 1996 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 12, 1996, the aggregate market value
of the voting stock held by nonaffiliates of the Registrant was $2,265,676. The
number of shares outstanding of the Registrant's common stock was 1,205,804 at
August 12, 1996.
Documents incorporated by reference:
1.Notice of 1996 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 15.
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. The
Singapore subsidiary also acts as a distributor for certain test equipment made
by other manufacturers.
In 1976, the Company formed Trio-Tech International Pte Ltd (TTI Pte), a wholly
owned subsidiary, and it in turn formed Trio-Tech Test Services Pte Ltd (TTTS
Pte), 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 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 operation
of a semiconductor testing facility in Dublin, Ireland. The Company obtained a
grant from the Industrial Development Authority (IDA) 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 (Genisco).
On November 1, 1990, Trio-Tech acquired Express Test Corporation then of
Mountain View, California. The Company paid cash, notes and stock for 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 Trio-Tech Bangkok
(TTBk), a wholly owned subsidiary which provides 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 diversification involves a value added
production process in which crude oil is chemically processed, repackaged and
distributed to
industrial users. In July 1995, the Company's Singapore subsidiary acquired a
51% equity interest in this joint-venture.
In November 1993, the Company's Singapore subsidiary acquired a 73% equity
interest in Prestal Enterprise Sdn Bhd (PESB), an investment holding company
which owned a 6% indirect share holding in Trio-Tech Malaysia (TTM). The
purpose was to acquire an additional 5% shareholding in TTM.
The following table sets forth the percentage of revenues derived from product
sales and testing services 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
14, Business Segments, for a more detailed description.
Year Ended
----------------------------------------------
June 28, 1996 June 30, 1995 June 24, 1994
------------- ------------- -------------
(Dollar amounts in thousands)
Product sales and
service:
United States $ 2,466 11% $ 2,574 13% $ 2,223 15%
Southeast Asia 7,691 33 7,287 38 5,320 35
Europe 272 1 802 4 572 4
------- --- ------- --- ------- ---
Total $10,429 45% $ 10,663 55% $ 8,115 54%
======= === ======= === ======= ===
Testing services:
United States $ 205 1% $ 201 1% $ 203 1%
Southeast Asia 11,642 50 8,407 43 6,743 44
Europe 909 4 217 1 104 1
------- --- ------ --- ------ ---
Total $ 12,756 55% $ 8,825 45% $ 7,050 46%
======= === ====== === ====== ===
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 Company
manufactures test equipment for reliability analysis of both ceramic and plastic
encapsulated integrated devices.
Hermetically sealed (normally ceramic) 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 Company designs and manufactures environmental testing equipment for testing
of ceramic and plastic packaged integrated circuits. The Company's products are
sold both as separate products and as part of an integrated system for
environmental testing.
Centrifuges
The Company manufactures a line of centrifuges that tests the mechanical
integrity of hermetic encased electronic parts. The Company'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 Company also designs the fixtures that
are inserted into the centrifuge to hold the semiconductors while they are being
tested.
Leak Testers
The Company 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 Company 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 mortalities") 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 Company manufactures a range of pressurized humidity test equipment and
specialized test fixtures which the company 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 high reliability commercial IC
manufacturers and end-users such as computer, automotive and other commercial
customers.
Temperature Test Equipment
The Artic Temperature Test Systems are used to control the temperature of
semiconductor wafers and components to allow testing and characterization at hot
and cold temperatures. During 1995, the Company developed and released two new
products in this product range. The systems utilize thermoelectric modules to
achieve wide temperature ranges without the need for special refrigerants and
cooling fluids.
Product Development
- -------------------
Development of the Rate of Turn Tables and large Centrifuges is targeted at
applications in the automotive and sensor industries. The latest centrifuges
and rate tables combine two technologies which facilitates the acceleration
test of devices at hot and cold temperatures.
Testing Services
- ----------------
The Company 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 Company uses its own proprietary equipment for
certain burn-in, centrifugal and leak tests, and commercially available
equipment for the various other environmental tests. The Company 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 Company 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 Company delivers written certification to customers
reporting on the test results.
Distribution Activities
- -----------------------
The Company's Singapore subsidiary continues to develop its international
distribution division. This is in addition to its manufacturing and testing
business. 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. This segment of
the Company's business continues to grow. It affords the Company additional
sales penetration opportunities in the Pacific Basin for the remainder of its
product line.
Marketing, Distribution and Service
- -----------------------------------
The Company markets its products and services worldwide, both directly and
through independent sales representatives. There are approximately 15 sales
representatives that operate within the United States and 9 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 Company 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
28, 1996, the Company had sales of $3,209,000 and $4,681,000 to two different
customers. Two customers were responsible for more than 10% of the Company's
consolidated sales for fiscal year 1995.
Backlog
- -------
The following table sets forth the Company's backlog at the dates indicated:
June 28, 1996 June 30, 1995
------------- -------------
Manufacturing backlog $1,925,000 $1,346,000
Testing service backlog 1,322,000 2,570,000
Distribution backlog 1,372,000 1,286,000
----------- ------------
$4,618,000 $5,202,000
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 Company'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 Company 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 Company has not experienced any difficulty in obtaining
Fluorinert or Krypton 85 to date. There can be no assurance that the Company
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. In order for the Company to remain competitive, it must
have the ability to adapt to rapid technological change and to develop new and
improved products.
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. Reputation for dependable testing
and prompt performance, to a greater extent than price, appear to be the primary
bases of competition among testing laboratories. The existence of competing
laboratories and the purchase of testing equipment by manufacturers and users
are potential threats to the Company's future revenues and earnings from
testing.
Patents
- -------
The Company holds a U.S. Patent granted in 1987 in relation to its
pressurization humidity testing equipment. The Company also holds a U.S. Patent
granted in 1994 on certain aspects of its Artic Temperature Test Systems. In
addition, the Company 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.
Therefore, the Company must provide training its to 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 28, 1996, the Company had 34 employees in the United States, 187 in
Singapore, 322 in Malaysia, 85 in Bangkok, 41 in China and 15 in Ireland. Of
the employees in the United States, 7 were engaged primarily in engineering and
services, 18 in manufacturing or testing, 2 in sales, and 7 in general and
administrative positions. None of the Company's employees are represented by a
labor union. However, in Dublin, Ireland, a union agreement is still in place
without any members. Management considers its employee relations to be good.
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 Company:
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
Sunnyvale, CA 94086 General Test Labs 19,624 (L) Nov. 1996
Abbey Road Testing/Manufac-
Deansgrange Co. turing 18,400 (O) *2
Dublin, Ireland
No. 5, Kian Teck Road Manufacturing 30,000 (L) *1
Jurong Town, Singapore
1004, Toa Payoh North, Testing 6,833 (L) month to
HEX 07-01/07, month
Singapore
512, Chai Chee Lane, Testing 4,600 (L) month to
HEX 01-05, month
Bedok Industrial Estate,
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 MIEL Manufacturing 24,142 (O)*4
Batang Kali, Phase II,
43300 Batang Kali
Selangor Darul Ehsan,
Malaysia
*1 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.
*2 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.
*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. In September
1995, the Court ordered a Stay of the action against 102 of the defendants,
including the Company. According to the complaint, 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.
This suit 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. Due to
the Stay, the Company and its counsel have not yet investigated the allegations.
It is possible that the Company's insurers might owe the Company indemnification
for this claim. 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 Company, any beneficial owner of more than five percent of the Company's
common stock or any associate of such person is a party that is adverse to the
Company or its properties.
ITEM 4
- ------
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ---------------------------------------------------
The Company did not submit any matters to a vote of security holders during the
fourth quarter of the fiscal year covered by this report.
PART II
ITEM 5
- ------
MARKET FOR COMPANY'S COMMON STOCK
- ---------------------------------
The Company's common stock is traded on the Over-the-Counter Market. The prices
below have been adjusted to take account of a one-for-four reverse stock split
of the common stock in October 1994. The range of bid information as quoted by
the NASDAQ is as follows:
Quarter Ended High Low
------------------- ------ -------
September 30, 1994 2 3/4 2 3/8
December 30, 1994 3 2 3/4
March 31, 1995 3 3/4 2 7/8
June 30, 1995 4 1/4 3 3/4
September 29, 1995 6 7/8 3 3/8
December 29, 1995 4 1/4 3 3/4
March 29, 1996 41/4 3 1/2
June 28, 1996 4 1/2 4
The Company's common stock is held by approximately 298 shareholders of record
as of June 28, 1996. 463,781 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. It is
anticipated that no dividends will be paid to holders of common stock in the
foreseeable future. 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.
ITEM 6
- ------
SELECTED FINANCIAL DATA
- -----------------------
Statement of Operations Data:
(In thousands except per share data)
- ------------------------------------
Year Ended
-----------------------------------------------
June 28, June 30, June 24, June 25, June 26,
1996 1995 1994 1993 1992
-------- -------- --------- -------- --------
NET SALES $23,185 $19,488 $15,165 $15,722 $14,899
COST OF SALES 14,665 12,744 9,961 10,634 10,330
------ ------ ------ ------ ------
GROSS PROFIT 8,520 6,744 5,204 5,088 4,569
------ ------ ------ ------ ------
OPERATING EXPENSES:
General and
administrative 4,506 3,674 2,806 2,959 3,130
Selling 1,302 1,523 1,194 1,200 1,454
------ ------ ------ ------ ------
Total 5,808 5,197 4,000 4,159 4,584
------ ------ ------ ------ ------
INCOME (LOSS) FROM
OPERATIONS 2,712 1,547 1,204 929 (15)
OTHER INCOME (EXPENSES):
Interest expense (141) (183) (514) (506) (596)
Write-off of investment (109)
Write-off of leasehold
improvements (62)
Other income (expenses)287 320 36 146 (126)
------ ------ ------ ------ ------
Total 146 137 (587) (360) (784)
------ ------ ------ ------ ------
INCOME (LOSS) BEFORE
INCOME TAXES,
EXTRAORDINARY ITEM AND
MINORITY INTEREST 2,858 1,684 617 569 (799)
INCOME TAXES 1,109 443 236 368 221
------ ------ ------ ------ ------
INCOME (LOSS) BEFORE
EXTRAORDINARY ITEM AND
MINORITY INTEREST 1,749 1,241 381 201 (1,020)
EXTRAORDINARY ITEM 1,751
------ ------ ------ ------ ------
INCOME (LOSS) BEFORE
MINORITY INTEREST 1,749 1,241 2,132 201 (1,020)
MINORITY INTEREST (943) (671) (92) (98) 144
------ ------ ------ ------ ------
NET INCOME/(LOSS) $ 806 $ 570 $ 2,040 $ 103 $ (876)
====== ====== ====== ====== ======
SELECTED FINANCIAL DATA
- -----------------------
Statement of Operations Data:
(In thousands except per share data)
- ------------------------------------
Year Ended
------------------------------------------------
June 28, June 30,June 24, June 25, June 26,
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
Net income/(loss) per share :
Primary:
Amounts before
extraordinary item $ .63 $ .47 $ .28 $ .13 $(1.09)
Extraordinary item 1.72
---- ---- ---- ---- -----
Net income/(loss) per
share $ .63 $ .47 $2.00 $ .13 $(1.09)
==== ==== ==== ==== =====
Fully diluted:
Amounts before
extraordinary item $ .63 $ .46 $ .28 $ .13 $(1.09)
Extraordinary item 1.72
---- ---- ---- ---- -----
Net income/(loss) per
share $ .63 $ .46 $2.00 $ .13 $(1.09)
==== ==== ==== ==== =====
Weighted average number
of common and common
equivalent shares
outstanding:
Primary 1,275 1,214 1,017 809 807
Fully diluted 1,284 1,247 1,017 809 807
SELECTED FINANCIAL DATA
- -----------------------
Balance Sheet Data : June 28, June 25, June 24, June 25, June 26,
(in thousands) 1996 1995 1994 1993 1992
------- ------- ------- ------- -------
Current assets $ 11,760 $ 6,848 $ 5,525 $ 5,936 $ 6,034
Current liabilities 8,169 5,159 5,014 8,975 9,100
Working capital 3,591 1,689 511 (3,039) (3,066)
Total assets 17,416 12,646 11,298 12,243 12,108
Long-term debt and
capitalized leases 688 597 939 1,161 1,005
Shareholders' equity 5,207 4,419 3,626 532 585
The Company has not declared any cash or stock dividends on its common
stock in any of the fiscal years reported above.
ITEM 7
- ------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
- --------------------------------------------------------------------------
OPERATIONS
- ----------
The following table sets forth, for the periods indicated, the percentages that
certain items in the selected financial data bear to total revenues:
Year Ended June
------------------------
1996 1995 1994
----- ----- -----
Net sales 100.0% 100.0% 100.0%
Cost of sales 63.3 65.4 65.7
Gross profit 36.7 34.6 34.3
Operating expenses 25.1 26.7 26.4
Income from operations 11.7 7.9 7.9
Other income (expenses) 1.2 .7 (3.9)
Extraordinary item 11.6
Net income 3.5 2.9 13.5
Year Ended June 28, 1996 ("1996") Compared to Year Ended June 30, 1995 ("1995")
- -------------------------------------------------------------------------------
Net sales increased $3,697,000, or 19.0%, to $23,185,000 in 1996 from
$19,488,000 in 1995. This is attributable primarily to the improved performance
from the testing services segment. Sales related to the Far East operations
increased $3,639,000, or 23.2%, as a result of higher testing volume in
Singapore and Malaysia. In addition, the operations in Ireland has
experienced growth of $162,000, or 15.9%.
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 net 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 decreased from $320,000 in 1995 to $287,000 in 1996 primarily
due to lower exchange gains.
Net income 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")
- -------------------------------------------------------------------------------
Net sales increased $4,323,000 or 28.5% to $19,488,000 in 1995 from $15,165,000
in 1994 as a result of improved operations in each of the business segments.
Sales for the Far East operations increased $3,269,000, or 26.3%, 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 $349,000, or 14.4%, due to increased sales
volume in the manufacturing segment. Sales for Ireland improved $343,000, or
50.7%, 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 remained
relatively stable and actually decreased 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 1994 which did not reoccur in 1995.
Income taxes increased $207,000 as a direct result of the increase in operations
experienced in the current year. The effective tax rate in 1995 was 26% which
approximates the foreign income tax rate for the Far East operations. The U.S.
operations have net operating losses which are used to offset any income taxes
associated with their taxable income.
Liquidity and Capital Resources
- -------------------------------
The Company's working capital improved significantly from $1,689,000 as of June
30, 1995 to $3,591,000 as of June 28, 1996. The improvement in working capital
is attributable to the significant increase in sales and improved cash
collections during fiscal year 1996.
The Company has a secured credit agreement with Standard Charter 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. Borrowings under the line were
$120,000 as of June 28, 1996 and bear interest at the bank's prime rate (6.5% at
June 28, 1996) 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 plus 1%. There were no borrowings against this line as of June
28, 1996.
The Company's subsidiary, WGP, has obtained a short term loan of approximately
$210,000 with Bank of China. Interest is at 1.22% above the bank's reference
rate (13.18% at June 28, 1996).
The Company has obtained financing arrangements to fund operations outside of
the Far East region in 1996. A revolving line of credit was obtained from First
Interstate Bank bearing interest at 1.5% above the bank's reference rate (9.75%
at June 28, 1996). Borrowings under the line amounted to $125,000 as of June
28, 1996.
The Company's subsidiary, EETC, extended its credit agreement with ICC Bank plc.
An additional term loan of 100,000 Irish Pounds was advanced for a period of 12
years. Interest is at the bank's prime rate (6.28% at June 28, 1996) plus 3%.
Most of the capital expenditures incurred during fiscal 1996 were used to update
and expand the variety of testing services required by the customer base in the
Far East.
Management believes that the Company's operations will be able to be funded over
the next twelve months through operations, existing working capital and its
available lines of credit.
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 20 of this Annual Report on
Form 10-K.
ITEM 9
- ------
DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
- ----------------------------------------------------
No disagreements of a reportable nature have occurred between the Company and
its accountants.
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 1996.
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 19 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 Company has filed no reports on Form 8-K for the fiscal year ended
June 28, 1996.
(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 Company.
[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
Company. [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
Company. [Previously filed as Exhibit 10.9
to the Registration Statement on Form S-1
(No. 2-8766).] ---
Number Description Page Number
- ------ ----------- -----------
10.5 Real Estate Lease, dated December 15, 1986,
between San Fernando Associates and Company.
[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.
---
11.1 Statement re: Computation of Per Share Earnings 39
21.1 Subsidiaries of the Company (100% owned by the
Company 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 Company)
Trio-Tech (KL), a Malaysia Corporation
(50% owned by the Company)
Trio-Tech Bangkok, a Thailand Corporation
Prestal Enterprise Sdn Bhd, a Malaysia Corporation
(73% owned by the Company)
Wuhan Golden Petroleum, a Chinese Corporation
(51% owned by the Company)
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Company 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:
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 Company and in
the capacities and on the dates indicated.
/s/A. CHARLES WILSON SEPTEMBER 20, 1996
-----------------------------
A. Charles Wilson, Director
Chairman of the Board
/s/S.W. YONG SEPTEMBER 20, 1996
-----------------------------
S. W. Yong, Director
President and Chief Executive
Officer
/s/ VICTOR H.M. TING SEPTEMBER 20, 1996
-----------------------------
Victor H.M. Ting
Vice President, Chief Financial Officer
and Principal Accounting Officer
/s/JOHN C. GUY SEPTEMBER 20, 1996
-----------------------------
John C. Guy
Director and Secretary
/s/FRANK S. GAVIN SEPTEMBER 20, 1996
-----------------------------
Frank S. Gavin, Director
/s/WILLIAM L. SLOVER SEPTEMBER 20, 1996
-----------------------------
William L. Slover, Director
/s/RICHARD C. HOROWITZ SEPTEMBER 20, 1996
-----------------------------
Richard C. Horowitz, Director
/s/F.D. (CHUCK) ROGERS SEPTEMBER 20, 1996
-----------------------------
F.D. (Chuck) Rogers, 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 28, 1996 and June 30,
1995, and the related consolidated statements of income, shareholders' equity,
and cash flows for each of the three years in the period ended June 28, 1996.
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 such consolidated financial statements present fairly, in all
material respects, the financial position of Trio-Tech International and
subsidiaries as of June 28, 1996 and June 30, 1995, and the results of their
operations and their cash flows for each of the three years in the period
ended June 28, 1996 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, presents fairly in all material respects the information set forth
therein.
DELOITTE & TOUCHE LLP
/s/DELOITTE & TOUCHE LLP
- ------------------------
Los Angeles, California
August 30, 1996
TRIO-TECH INTERNATIONAL AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
- -------------------------------------------------------------------------------
June 28, June 30,
ASSETS Notes 1996 1995
- ------ ----- ---- ----
CURRENT ASSETS:
Cash $ 2,114,000 $ 674,000
Certificates of deposit 3,114,000 553,000
Trade accounts receivable, less
allowance for doubtful
accounts of $177,000 in
1996 and $10,000 in 1995 4,783,000 4,140,000
Notes and other receivable 179,000 186,000
Inventories 2 1,430,000 1,192,000
Prepaid expenses and other
current assets 140,000 103,000
----------- ----------
Total current assets 11,760,000 6,848,000
PROPERTY, EQUIPMENT AND
CAPITALIZED LEASES, net 3 5,330,000 5,265,000
OTHER ASSETS 4 326,000 533,000
----------- ----------
TOTAL ASSETS $ 17,416,000 $12,646,000
=========== ==========
(Continued)
TRIO-TECH INTERNATIONAL AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
- -------------------------------------------------------------------------------
June 28, June 30,
LIABILITIES AND SHAREHOLDERS' EQUITY Notes 1996 1995
- ------------------------------------ ----- ---- ----
CURRENT LIABILITIES:
Notes payable 5 $ 245,000 $ 219,000
Accounts payable 1,813,000 1,643,000
Accrued expenses 6 4,032,000 2,246,000
Income taxes payable 8 1,598,000 592,000
Current portion of long-term debt
and capitalized leases 7,9 481,000 459,000
---------- ----------
Total current liabilities 8,169,000 5,159,000
---------- ----------
LONG-TERM DEBT AND CAPITALIZED
LEASES, net of current portion 7,9 688,000 597,000
---------- -----------
DEFERRED TAXES 8 771,000 870,000
---------- ----------
MINORITY INTEREST 2,581,000 1,601,000
---------- ----------
COMMITMENTS AND CONTINGENCIES 9
SHAREHOLDERS' EQUITY: 10,11,12
Common stock; authorized,
2,500,000 shares; issued and
outstanding, 1,205,804 shares
(1996) and 1,181,002 shares
(1995) stated at 4,878,000 4,822,000
Accumulated deficit (1,336,000) (2,142,000)
Cumulative currency translation 1,665,000 1,739,000
---------- ----------
Total shareholders' equity 5,207,000 4,419,000
---------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY $17,416,000 $12,646,000
========== ==========
(Concluded)
See notes to consolidated financial statements.
TRIO-TECH INTERNATIONAL AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
- -------------------------------------------------------------------------------
Year Ended
June 28, June 30, June 24,
Notes 1996 1995 1994
----- ---- ---- ----
NET SALES $23,185,000 $19,488,000 $15,165,000
COST OF SALES 14,665,000 12,744,000 9,961,000
---------- ---------- ----------
GROSS PROFIT 8,520,000 6,744,000 5,204,000
OPERATING EXPENSES:
General and administrative 4,506,000 3,674,000 2,806,000
Selling 1,302,000 1,523,000 1,194,000
---------- ---------- ----------
Total 5,808,000 5,197,000 4,000,000
---------- ---------- ----------
INCOME FROM OPERATIONS 2,712,000 1,547,000 1,204,000
OTHER INCOME (EXPENSES):
Interest expense 5,7 (141,000) (183,000) (514,000)
Write-off of investment (109,000)
Other income (expenses) 287,000 320,000 36,000
---------- ---------- ----------
Total 146,000 137,000 (587,000)
---------- ---------- ----------
INCOME BEFORE
INCOME TAXES,
EXTRAORDINARY ITEM AND
MINORITY INTEREST 2,858,000 1,684,000 617,000
INCOME TAXES 8 1,109,000 443,000 236,000
---------- ---------- ----------
INCOME BEFORE
EXTRAORDINARY ITEM AND
MINORITY INTEREST 1,749,000 1,241,000 381,000
EXTRAORDINARY ITEM 13 1,751,000
---------- ---------- ----------
INCOME BEFORE
MINORITY INTEREST 1,749,000 1,241,000 2,132,000
MINORITY INTEREST (943,000) (671,000) (92,000)
---------- ---------- ----------
NET INCOME $ 806,000 $ 570,000 $ 2,040,000
========== ========== ==========
(Continued)
TRIO-TECH INTERNATIONAL AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
- -------------------------------------------------------------------------------
Year Ended
-------------------------------
June 28, June 30, June 24,
Notes 1996 1995 1994
----- ---- ---- ----
INCOME PER SHARE:
PRIMARY:
AMOUNTS BEFORE
EXTRAORDINARY ITEM* $ .63 $ .47 $ .28
EXTRAORDINARY ITEM 1.72
---- ---- ------
NET INCOME PER SHARE $ .63 $ .47 $ 2.00
==== ==== ======
FULLY DILUTED:
AMOUNTS BEFORE
EXTRAORDINARY ITEM* $ .63 $ .46 $ .28
EXTRAORDINARY ITEM 1.72
---- ---- ------
NET INCOME PER SHARE $ .63 $ .46 $ 2.00
==== ==== ======
WEIGHTED AVERAGE NUMBER
OF COMMON AND COMMON
EQUIVALENT SHARES OUTSTANDING:
PRIMARY 1,275,000 1,214,000 1,017,000
FULLY DILUTED 1,284,000 1,247,000 1,017,000
* Net of applicable minority interest.
See notes to consolidated financial statements.
(Concluded)
TRIO-TECH INTERNATIONAL AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
- -------------------------------------------------------------------------------
COMMON STOCK CUMULATIVE
NUMBER OF ACCUMULATED CURRENCY
SHARES AMOUNT DEFICIT TRANSLATION TOTAL
BALANCE, JUNE 25, 1993 809,594 $3,962,000 $(4,752,000) $1,322,000 $ 532,000
Net income 2,040,000 2,040,000
Issuance of common
stock (Notes 11&12) 328,718 760,000 760,000
Exercise of stock
options (Note 10) 13,250 31,000 31,000
Foreign currency
translation
adjustment 263,000 263,000
--------- --------- ---------- --------- ---------
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
Repurchase 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
========= ========= ========== ========= =========
See notes to consolidated financial statements and independent auditors' report.
TRIO-TECH INTERNATIONAL AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
- -------------------------------------------------------------------------------
YEAR ENDED
-------------------------------------
JUNE 28, JUNE 30, JUNE 24,
1996 1995 1994
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $ 806,000 $ 570,000 $ 2,040,000
Adjustments to reconcile net
loss to cash provided by
operations:
Depreciation and amortization 1,561,000 1,644,000 1,601,000
(Gain)/loss on sale of 82,000 2,000 (21,000)
property and equipment
Extraordinary income on
extinguishment of debt (1,751,000)
Effect of exchange rate
changes on
operating assets (120,000) 148,000 229,000
Changes in assets and
liabilities:
Accounts receivable: net (643,000) (868,000) (152,000)
Notes and other 7,000 106,000 (113,000)
receivables
Inventories (238,000) (127,000) (52,000)
Prepaid expenses and other (37,000) (15,000) (19,000)
current assets
Other assets 136,000 (23,000) 3,000
Accounts payable and 2,962,000 399,000 (207,000)
accrued expenses
Deferred taxes (99,000) 17,000 12,000
---------- ---------- ----------
Total adjustments 3,611,000 1,283,000 (470,000)
---------- ---------- ----------
Net cash provided by
operating activities 4,417,000 1,853,000 1,570,000
---------- ---------- ----------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Certificates of deposit (2,561,000) (266,000) 653,000
Capital expenditures, net (1,821,000) (1,394,000) (1,006,000)
Minority interest 1,014,000 696,000 132,000
Proceeds from sale of property 256,000 218,000 338,000
and equipment
Purchase of investment (100,000)
---------- ---------- ----------
Net cash (used in)
provided by investing
activities (3,112,000) (746,000) 17,000
---------- ---------- ----------
(Continued)
TRIO-TECH INTERNATIONAL AND SUBSIDIARIES
YEAR ENDED
-----------------------------------
JUNE 28 JUNE 30 JUNE 24
1996 1995 1994
CASH FLOWS FROM FINANCING
ACTIVITIES:
Payments on notes payable
and lines of credit $ (99,000) $(111,000) $ (2,092,000)
Borrowings under notes
payable 125,000 46,000
Principal payments of long-
term obligations and
capitalized leases (379,000) (508,000) (743,000)
Proceeds from long-term
obligations and
capitalized leases 492,000 23,000 564,000
Issuance of common stock 58,000 69,000 643,000
Repurchase of common stock (2,000)
---------- ---------- ----------
Net cash provided by (used
in)financing activities 195,000 (527,000) (1,582,000)
---------- ---------- ----------
EFFECT OF EXCHANGE RATE ON
CASH (60,000) (427,000) (99,000)
---------- ---------- ----------
NET INCREASE/(DECREASE) IN
CASH 1,440,000 153,000 (94,000)
CASH, BEGINNING OF PERIOD 674,000 521,000 615,000
---------- ---------- ----------
CASH, END OF PERIOD $2,114,000 $ 674,000 $ 521,000
========= ======== ============
SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION
Cash paid during the
period for:
Interest $ 162,000 $ 300,000 $ 144,000
Income taxes $ 440,000 $ 181,000 $ 225,000
(Concluded)
See notes to consolidated
financial statements.
TRIO-TECH INTERNATIONAL AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JUNE 28, 1996, JUNE 30, 1995 AND JUNE 24, 1994
- -------------------------------------------------------------------------------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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 the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from
those estimates.
Principles of Consolidation - Trio-Tech International (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
joint venture of Trio-Tech International Pte. Ltd), Prestal Enterprise Sdn
Bhd (PESB) (a 73% owned subsidiary of Trio-Tech International Pte Ltd) and
Wuhan Golden Petroleum Co., Ltd (WGP) (a 51% owned joint venture of Trio-
Tech International Pte Ltd). All material intercompany transactions,
profits and balances have been eliminated.
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 equivalents - Cash equivalents are highly liquid investments
purchased with an original maturity of three months or less. The carrying
amounts approximate fair value due to the short maturity of these
instruments.
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.
Long-lived assets - In March 1995, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standard (SFAS) No. 121,
"Accounting for the impairment of Long-Lived Assets to be Disposed of",
which the company adopted. Pursuant to this Statement, companies are
required to investigate potential impairments of long-lived assets, certain
identifiable intangibles, and associated goodwill, on an exception basis,
when there is evidence that events or changes in circumstances have made
recovery of an asset's carrying value unlikely. An impairment loss would
be recognized when the sum of the expected future net cash flow is less
than the carrying amount of the asset. Adoption of SFAS No. 121 did not
have a material effect on the Company's consolidated financial position or
results of operations.
Taxes on Income - Deferred taxes and liabilities 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.
Research and Development Costs -The Company incurred research and
development costs of $46,000 in 1996, $51,000 in 1995 and $71,000 in 1994,
which were charged to cost of sales as incurred.
Income per Share - Income 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.
2. INVENTORIES
Inventories consist of the following:
June 28, June 30,
1996 1995
---- ----
Raw materials $ 640,000 $ 559,000
Work in progress 294,000 403,000
Finished goods 496,000 230,000
---------- ---------
$1,430,000 $1,192,000
========= =========
Included in the inventory balance as of June 28, 1996 and June 30, 1995 are
amounts totaling approximately $211,000 and $137,000, 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 28, June 30,
1996 1995
---- ----
Building and improvements $ 2,755,000 $ 2,329,000
Leasehold improvements 1,035,000 982,000
Machinery and equipment 11,094,000 11,122,000
Furniture and fixtures 1,787,000 1,673,000
Equipment under capital leases 1,210,000 1,227,000
---------- ----------
17,881,000 17,333,000
Less:
Accumulated depreciation and
amortization 11,477,000 11,002,000
Accumulated amortization on
equipment under capital leases 1,074,000 1,066,000
---------- ----------
$ 5,330,000 $ 5,265,000
========== ==========
4. OTHER ASSETS
Other assets consist of the following:
June 28, June 30,
1996 1995
---- ----
Cost in excess of net assets
acquired, net of accumulated
amortization of $411,000 (1996)
and $340,000 (1995) $228,000 $301,000
Other 98,000 232,000
------- -------
Total $326,000 $533,000
======= =======
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 $120,000 and $219,000
at the end of fiscal 1996 and 1995, respectively. The interest rate on
borrowings is at the bank's prime rate (6.5% at June 28, 1996) plus 2%.
Borrowings under this agreement are collateralized by substantially all of
TTI Pte's assets.
The Company's subsidiary, TTBk, has a secured line of credit with a bank
which provides for a total line of credit of $78,000. At June 28, 1996,
there were no borrowings outstanding. The line of credit bears interest at
the bank's reference rate plus 1%.
The Company's subsidiary, WGP, obtained a short term loan of $210,000 from a
bank. Interest is at 1.22% above the bank reference rate (13.18% at June
28, 1996).
The Company's subsidiary, TT Ireland, extended its credit agreement with a
bank. The additional term loan of 100,000 Irish Pounds was advanced for a
period of 12 years. Interest is at the bank's prime rate (6.28% at June 28,
1996) plus 3%.
The Company obtained a revolving line of credit of $125,000 from a bank
bearing interest at 1.5% above the bank's reference rate (9.75% at June 28,
1996). Borrowings under the line amounted to $125,000 as of June 28, 1996.
6. ACCRUED EXPENSES
Accrued expenses consist of the following:
June 28, June 30,
1996 1995
---- ----
Payroll and related $2,140,000 $1,486,000
Other 1,892,000 760,000
--------- ---------
Total $4,032,000 $2,246,000
========= =========
7. LONG-TERM DEBT AND CAPITALIZED LEASES
Long-term debt and capitalized leases consist of the following:
June 28, June 30,
1996 1995
---- ----
Capitalized lease obligations, due in
various installments through 1997, bearing
interest at approximately 8% and 12.5%,
collateralized by leased assets
(see Note 9) $ 120,000 $ 56,000
Term notes payable, due in monthly
installments through 2001, bearing
interest at 3% above bank reference
rate (6.5% at June 28, 1996),
collateralized by substantially
all of TTI Pte's assets 138,000 378,000
Term notes payable, due in monthly
installments through 2007, bearing
interest at 9.28%. 375,000 267,000
Mortgage loan, due in monthly
installments through 1997, bearing interest
at 1% above bank reference rate (13.75% at
June 28, 1996), collateralized by land
and building in TTBk. 286,000 315,000
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, 1997, unsecured. 40,000 40,000
--------- ---------
1,169,000 1,056,000
Less current portion 481,000 459,000
--------- ---------
$ 688,000 $ 597,000
========== ==========
Maturities of long-term debt as of June 28, 1996 are as follows (exclusive
of capital lease obligations):
Fiscal
Year
1997 $ 481,000
1998 128,000
1999 166,000
2000 108,000
2001 166,000
----------
$ 1,049,000
==========
8. TAXES ON INCOME
The provision for income taxes consists of the following:
Year Ended
----------------------------------
June 28, June 30, June 24,
1996 1995 1994
---- ---- ----
Current:
Domestic $ 1,000 $ 3,000 $ 3,000
Foreign 1,009,000 457,000 245,000
---------- --------- ---------
1,010,000 460,000 248,000
---------- --------- ---------
Deferred:
Domestic
Foreign 99,000 (17,000) (12,000)
---------- -------- ---------
$ 1,109,000 $ 443,000 $ 236,000
========== ======== =========
The pre-tax income (before extraordinary item and minority interest) related
to domestic and foreign operations is as follows:
Year Ended
--------------------------------------
June 28, June 30, June 24,
1996 1995 1994
---- ---- ----
Domestic $ 380,000 $ 320,000 $220,000
Foreign 2,478,000 1,364,000 397,000
---------- --------- -------
$ 2,858,000 $1,684,000 $617,000
========== ========= =======
The reconciliation between the U.S. federal statutory tax rate and the effective
income tax rate is as follows:
Year Ended
-------------------------------------
June 28, June 30, June 24,
1996 1995 1994
---- ---- ----
Statutory federal tax rate 35% 35% 35%
Foreign income taxed at lower rates 26% 27% 27%
Utilization of federal net
operating loss carryforwards (22%) (35%) (24%)
Other (1%)
---- ---- ----
Effective rate 39% 26% 38%
==== ==== ====
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 28, June 30,
1996 1995
---- ----
Deferred tax assets:
Net operating loss carry forward $847,000 $ 1,109,000
Accrued vacations 41,000 36,000
Reserve for obsolescence 131,000
Other 4,000 4,000
------- ---------
Total deferred tax assets 892,000 1,280,000
------- ---------
Deferred tax liabilities:
Depreciation (449,000) (774,000)
Other (331,000) (123,000)
------- ---------
Total deferred tax liabilities (780,000) (897,000)
------- ---------
Subtotal 112,000 383,000
Valuation allowance (883,000) (1,253,000)
------- ---------
Net deferred tax liability $(771,000)$ (870,000)
======== ==========
At June 28, 1996, the Company has net operating loss carryforwards of
approximately $2,491,000 available to offset future U.S. federal taxes,
which primarily expire between 2003 and 2006.
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 28, 1996
are as follows:
Operating Leases
Capital Rental Sublease Net Rental
Fiscal Year Leases Commitment Income Commitment
----------- ------ ---------- ------ ----------
1997 $ 40,000 $ 369,000 $172,000 $ 197,000
1998 35,000 172,000 172,000
1999 27,000 77,000 77,000
2000 23,000 70,000 70,000
2001 66,000 66,000
Thereafter 2,447,000 2,447,000
-------- --------- ------- ---------
Total minimum
lease payments 125,000 $3,201,000 $172,000 $3,029,000
========= ======= =========
Less amount
representing
interest (5,000)
Capital lease
obligations $120,000
=======
Total rental expense on all operating leases, both cancelable and
noncancelable, amounted to $768,000 in 1996, $461,000 in 1995 and $433,000
in 1994. Total rental income under sublease was $232,000 in 1996, $124,000
in 1995 and $121,000 in 1994.
10. SHAREHOLDERS' EQUITY
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. There are 125,000 shares authorized for grant under the non-
qualified plan. The following table summarizes the stock option activity
for the three years ended June 28, 1996:
Number of Shares Option Price
---------------- ------------
Non-qualified Qualified
------------- ---------
Balance, June 25, 1993 55,000 110,019 $ 2.28 to $3.00
Options granted 63,000 3,250 $ 2.28 to $ 2.40
Options exercised (13,250) $ 2.28 to $2.44
Options expired (3,856) $ 2.28 to $2.44
------------- ---------
Balance, June 24, 1994 118,000 96,163 $ 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 118,250 81,888 $ 2.28 to $3.25
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 136,750 67,391 $ 2.28 to $4.50
============= =========
Shares exercisable 79,565 64,000
============ =========
11. COMMON STOCK
In December 1993, the Board of Directors approved the private placement of
up to 312,500 shares of restricted common stock. The common stock was
offered to qualified investors (up to 187,500 shares) as well as certain
employees and management of the Company (up to 125,000 shares) at a price
of $2.40 per share. The price represents the fair market value of the stock
on that date. The investors are restricted from selling their shares of
common stock for two years from the date of purchase. In connection with
the private placement, 254,845 shares of common stock were issued raising
$612,000 in capital.
In October 1994, the Board of Directors approved a one-for-four reverse
stock split (the "Reverse Split"). Common stock and stock options have been
retroactively adjusted for the split.
12.RELATED PARTY TRANSACTION
In October 1993, the Company purchased a 73% equity interest in Prestal
Enterprise Sdn Bhd from an Officer and Director of the Company in exchange
for 73,873 shares of common stock of the Company valued at $148,000.
13.EXTRAORDINARY ITEM
In December 1993, the Company entered into a settlement arrangement with a
bank whereby $3,612,000 of debt and accrued interest was satisfied in
exchange for a cash payment of $1,800,000. This transaction resulted in a
gain of $1,751,000 (net of applicable taxes of $61,000) on extinguishment of
debt which is reflected as extraordinary income in fiscal 1994.
14. 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, 73% owned PESB), operates in the manufacturing, testing
services and distribution business segments.
All intersegment sales consist of sales from the manufacturing segment to
the testing and distribution segments. Corporate assets mainly consist of
cash and prepaid expenses. Corporate income amounts consist mainly
consist of intersegment charges for general and administrative activities.
1996 1995 1994
---- ---- ----
Revenues:
Manufacturing $ 5,969,000 $ 7,202,000 $ 5,127,000
Testing 12,756,000 8,825,000 7,050,000
Distribution 5,500,000 4,879,000 3,948,000
Less intersegment
sales (1,040,000) (1,418,000) (960,000)
---------- ---------- -----------
Total revenues $23,185,000 $19,488,000 $15,165,000
========== ========== ==========
Operating profit (loss):
Manufacturing $ (367,000) $ 35,000 $ 159,000
Testing 3,238,000 1,476,000 859,000
Distribution (363,000) (86,000) (142,000)
---------- ---------- -----------
Total operating
profit 2,508,000 1,425,000 876,000
Corporate income (expenses) 204,000 122,000 328,000
---------- ---------- -----------
Total operating profit $ 2,712,000 $ 1,547,000 $ 1,204,000
========== ========= ==========
Depreciation and
amortization:
Manufacturing $ 206,000 $ 194,000 $ 200,000
Testing 1,316,000 1,417,000 1,350,000
Distribution 39,000 33,000 51,000
---------- ---------- -----------
Total depreciation
and amortization $ 1,561,000 $ 1,644,000 $ 1,601,000
========== ========= ==========
Capital expenditures:
Manufacturing $ 234,000 $ 648,000 $ 106,000
Testing 1,050,000 745,000 880,000
Distribution 537,000 1,000 20,000
---------- ---------- -----------
Total capital
expenditures $ 1,821,000 $ 1,394,000 $ 1,006,000
========== ========= ==========
1996 1995 1994
---- ---- ----
Identifiable assets:
Manufacturing $ 3,650,000 $ 3,648,000 $ 3,150,000
Testing 9,562,000 7,649,000 6,893,000
Distribution 4,145,000 1,309,000 1,175,000
Corporate 59,000 40,000 80,000
---------- ---------- -----------
Total assets $17,416,000 $12,646,000 $11,298,000
========== ========= ===========
Revenues:
United States $ 3,998,000 $ 3,879,000 $ 2,795,000
Southeast Asia 18,887,000 15,714,000 12,445,000
Ireland 1,340,000 1,313,000 885,000
Less sales between
geographic areas (1,040,000) (1,418,000) (960,000)
---------- ---------- -----------
$23,185,000 $19,488,000 $15,165,000
========== ========= ==========
Operating profit (loss):
United States $ 176,000 $ 151,000 $ (110,000)
Southeast Asia 2,311,000 1,276,000 1,059,000
Ireland 21,000 (2,000) (73,000)
---------- ---------- -----------
Total operating profit 2,508,000 1,425,000 876,000
Corporate income (expenses) 204,000 122,000 328,000
---------- ---------- -----------
Total operating profit $ 2,712,000 $1,547,000 $ 1,204,000
========== ========= ==========
Assets:
United States $ 2,143,000 $ 1,468,000 $ 1,404,000
Southeast Asia 14,422,000 10,368,000 9,301,000
Ireland 851,000 810,000 593,000
---------- ---------- -----------
$17,416,000 $12,646,000 $11,298,000
========== ========== ==========
The Company exports a portion of its equipment. Export sales by
geographic area are as follows:
Year Ended
---------------------------------
June 28, June 30, June 24,
1996 1995 1994
---- ---- ----
Southeast Asia $ 957,000 $ 976,000 $ 501,000
Europe 646,000 595,000 227,000
All others 157,000 153,000 513,000
---------- ---------- ----------
$ 1,760,000 $ 1,724,000 $ 1,241,000
========== ========== ==========
The Company had two major customers which accounted for 14% and 20% of the
Company's sales during fiscal year 1996. Two customers accounted for 15% and
12% of sales during fiscal year 1995. One customer accounted for 16% of
sales during fiscal 1994. The Company has no significant concentration of
credit risks other than discussed above.
TRIO-TECH INTERNATIONAL
SCHEDULE VIII VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
- -------------------------------------------------------------------------------
Allowance
for Reserve
Doubtful for
Acounts inventory
Balance at June 25, 1993 66,000 421,000
Additions charged to cost and expenses 6,000 121,000
Write offs (15,000) (97,000)
----------- --------
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 57,000 445,000
Additions charged to cost and expenses 178,000
Write offs (11,000) (420,000)
----------- --------
Balance at June 28, 1996 $ 177,000 $ 8,000
=========== ========
TRIO-TECH INTERNATIONAL AND SUBSIDIARIES
EXHIBIT 11.1
STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS
- -------------------------------------------------------------------------------
YEAR ENDED
-------------------------------------
JUNE 28, JUNE 30, JUNE 24,
1996 1995 1994
Income (loss) before
extraordinary item (1) $ 806,000 $ 570,000 $ 289,000
Extraordinary item 1,751,000
--------- ---------- ---------
Net income (loss) (1) $ 806,000 $ 570,000 $2,040,000
========= ========== =========
Primary earnings per share:
Weighted average number
of common shares
outstanding 1,195,000 1,162,000 1,009,000
outstanding
Dilutive effect of stock
options
and warrants after
application
of treasury stock method 80,000 52,000 8,000
--------- ---------- ---------
Number of shares used to
compute
primary earnings per share 1,275,000 1,214,000 1,017,000
========= ========== =========
Primary earnings per share:
Income before
extraordinary item $ 0.63 $ 0.47 $ 0.28
Extraordinary item 1.72
--------- ---------- ---------
Net income per share $ 0.63 $ 0.47 $ 2.00
========= ========== =========
Fully diluted earnings per
share:
Weighted average number
of common shares 1,195,000 1,162,000 1,009,000
outstanding
Dilutive effect of stock
options
and warrants after
application
of treasury stock method 89,000 85,000 8,000
--------- ---------- ---------
Number of shares used to
compute
fully diluted earnings per 1,284,000 1,247,000 1,017,000
share
========= ========== =========
Fully diluted earnings per
share:
Income before
extraordinary item $ 0.63 $ 0.46 $ 0.28
Extraordinary item 1.72
--------- ---------- ---------
Net income per share $ 0.63 $ 0.46 $ 2.00
========= ========== =========
(1) Net of applicable minority interest.