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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
þ |
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended June 30, 2002
OR
¨ |
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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 Number) |
| |
| 14731 Califa Street |
|
|
| Van Nuys, California |
|
91411 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s Telephone Number: 818-787-7000
Securities registered pursuant to Section
12(b) of the Act:
| Title of each class
|
|
Name of each exchange
On which registered
|
| Common Stock, no par value |
|
AMEX |
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed with the Commission 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 þ No ¨
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. þ
The aggregate market value of voting stock held by non-affiliates of Registrant, as of September 6, 2002, was approximately $4 million (based upon the last sales price for
shares of Registrant’s Common Stock as reported by the AMEX on September 6, 2002). Shares of Common Stock held by each officer, director and holder of 5% or more of the outstanding Common Stock (including shares with respect to which a holder
has the right to acquire beneficial ownership within 60 days) have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
The number of shares of common stock outstanding as of September 6, 2002 was 2,927,551.
TRIO-TECH INTERNATIONAL
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Part I |
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| Exhibits |
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2
TRIO-TECH INTERNATIONAL
PART I
NOTE CONCERNING FORWARD-LOOKING STATEMENTS
The discussions of Trio-Tech International’s (the “Company”) business and activities set forth
in this Form 10-K and in other past and future reports and announcements by the Company may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended, 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 following factors, among
others, 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 and
volatility 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 profitably integrating acquired businesses, if any, into the Company; risks associated with conducting business
internationally and especially in Southeast Asia, including currency fluctuations and devaluation, currency restrictions, local laws and restrictions and possible social, political and economic instability; and other economic, financial and
regulatory factors beyond the Company’s control. See the discussions elsewhere in this Form 10-K, including under the heading “Certain Risks That May Affect Our Future Results”, for more information. In some cases, you can identify
forward-looking statements by the use of terminology such as “may,” “will,” “expects,” “plans,” “anticipates,” “estimates,” “potential,” “believes,” “can
impact,” “continue,” or the negative thereof or other comparable terminology.
We undertake no
obligation to update forward-looking statements to reflect subsequent events, changed circumstances, or the occurrence of unanticipated events.
Trio-Tech International was incorporated in 1958 under the laws of the State
of California. As used herein, the term “Trio-Tech” or “Company” or “we” or “us” or “Registrant” includes Trio-Tech International and its subsidiaries unless the context otherwise indicates. Our
mailing address and executive offices are located at 14731 Califa Street, Van Nuys, California 91411, and our telephone number is (818) 787-7000.
With more than 44 years dedicated to the semiconductor and related industries, we have applied our expertise to our global customer base in test services, design, engineering, manufacturing, and
distribution.
General
Founded in 1958, Trio-Tech International provides third-party semiconductor testing and burn-in services primarily through its laboratories in Southeast Asia. The Company also designs, manufactures and
markets equipment and systems used in the testing and production of semiconductors at its facilities in California and Southeast Asia, and distributes semiconductor processing and testing equipment manufactured by others.
The Company operates in three industry segments: Testing Services, Manufacturing and Distribution.
Our core business, Testing Services, is expected to show growth in the coming year and has changed the direction of our strategic growth
plan. We currently operate five test facilities, one in the United States, one in Europe and three in Southeast Asia. These facilities provide customers a comprehensive range of testing services, such as burn-in and product life testing for finished
or packaged components.
We manufacture “wet” processing and cleaning stations used in the manufacture
of semiconductor circuits and temperature controlled chucks that are used to manufacture and test silicon wafers and other microelectronic substrates in what is commonly called the “front-end”, or creation of semiconductor circuits.
Additionally, we also manufacture centrifuges, leak detectors, HAST (Highly Accelerated Stress Test) systems and “burn-in” systems that are used primarily in the “back-end” of the semiconductor manufacturing process to test
finished semiconductor devices and electronic components.
3
Our business in Southeast Asia has an active distribution operation.
Additionally, the Southeast Asia business markets and supports distribution of their own manufactured equipment in addition to distributing complementary products from other manufacturers that are used by the Company’s customers and other
semiconductor and electronics manufacturers.
Company History
| |
| 1958 |
|
Incorporated in California |
| |
| 1976 |
|
The Company formed Trio-Tech International Pte. Ltd. (TTI Pte) in Singapore. |
| |
| 1984 |
|
The Company formed the European Electronic Test Center (EETC), a Cayman Islands domiciled subsidiary, to operate a
test facility in Dublin, Ireland. |
| |
| 1985 |
|
The Company’s Singapore subsidiary entered into a joint-venture agreement, Trio-Tech Malaysia, to operate a test
facility in Penang. |
| |
| 1986 |
|
Trio-Tech International listed on the NASDAQ Small Cap market under the symbol TRTC. |
| |
| 1988 |
|
The Company acquired the Rotating Test Equipment Product Line of Genisco Technology Corporation. |
| |
| 1990 |
|
Trio-Tech International acquired Express Test Corporation in California. Trio-Tech Malaysia opened a new facility in Kuala Lumpur. |
| |
| 1992 |
|
Trio-Tech Singapore opened Trio-Tech Bangkok, Thailand. Trio-Tech Singapore achieved ISO 9002 certification. |
| |
| 1994 |
|
Trio-Tech Malaysia started a new components assembly operation in Batang Kali. |
| |
| 1995 |
|
Trio-Tech Singapore achieved ISO 9001 certification. |
| |
| 1997 |
|
In November 1997, the Company acquired Universal Systems of Campbell, California. |
| |
| 1998 |
|
In September 1998, the Company listed on AMEX under the symbol TRT. |
| |
| 2000 |
|
Trio-Tech Singapore achieved QS 9000 certification. Trio-Tech Malaysia closed its facility in Batang Kali. |
| |
| 2001 |
|
The Company divested the Rotating Test Equipment Product Line. Trio-Tech Malaysia closed its facility in Kuala Lumpur. |
Analysis of Sales
Complete Business Segment and Geographic Area Information is set forth under Note 15 to the Consolidated Financial Statements for the years ended June 30, 2002, 2001 and
2000 and is included as part of this Form 10-K.
Background Technology
In 2001, the worldwide market for semiconductor devices was estimated at $138 billion, approximately 32% less than the year 2000, with shipments of $204 billion. Most
forecasters see an industry turnaround during fiscal 2003 with shipments growing in the future. The Semiconductor Industry Association (SIA) expects the growth rate to accelerate to 23.2% in 2003 and 20.9% in 2004 with wireless and digital consumer
products leading the growth of semiconductor sales.
In addition to the growing demand for semiconductors,
integrated circuits (IC’s) are continually shrinking in size while increasing in capacity, complexity, and versatility. In order to fabricate these semiconductors, manufacturers must continually improve their equipment, packaging and test
facilities. Semiconductor Equipment and Materials International (SEMI) reported recently that worldwide sales of semiconductor manufacturing equipment totaled $28 billion in 2001, a 41% year-over-year decline, the worst drop in sales on record. SEMI
has projected that worldwide semiconductor equipment sales will decline by 3% in 2002, but the chip-making tool market will rebound and increase by 29% in 2003 and 23% in 2004
4
The market for semiconductor manufacturing equipment can be divided into
“front-end” applications, including wafer fabrication and assembly, and “back-end” applications, comprised of packaging and testing. SIA estimates that the semiconductor equipment market is approximately 70% front-end equipment,
20% back-end equipment and 10% facilities.
“Back-End”
Trio-Tech’s test services are concentrated on the back-end screening and test of semiconductor devices. With the high concentration
of semiconductor assembly and packaging facilities in Southeast Asia, a large demand exists for third party test services in this region. Customers use third party test services especially to accommodate fluctuations in output or to benefit from
economies that can be offered by third party service providers.
Finished devices are put through a series of
tests, such as burn-in and electrical testing, to ensure they meet the necessary performance and quality standards, before shipment to the customer. Our component centrifuges, leak detectors, HAST equipment and COBIS burn-in systems are all used to
test and screen finished semiconductor devices to ensure that they meet the specifications required by the manufacturers and customers.
“Front-End”
Semiconductor devices are fundamental building
blocks used in electronic equipment and systems. Each semiconductor device consists of an integrated circuit designed to perform a specific electronic function. Integrated circuits are manufactured through a series of complex steps on a wafer
substrate, etching or depositing the circuit pattern on a surface, typically a circular silicon wafer, measuring three to eight inches in diameter. Multiple integrated circuit patterns are transferred to the wafer, and each completed integrated
circuit is called a device or die. The number of devices or dies depends on the size of the circuit and the size of the wafer. Manufacturers can significantly increase the number of devices or dies per wafer by shrinking the circuit size or by
expanding the wafer size. The transition to increased wafer size, from 200mm (8 inch) to 300mm (12 inch) wafers, is currently underway throughout the industry.
After etching or deposition of integrated circuits, wafers are typically sent through a series of 100 to 300 additional processing steps. At many of these process steps, the wafer is washed and dried
using wet process stations, which we manufacture.
The finished wafer is then put through a series of tests where
each separate integrated device on the wafer is tested for functionality. Our Artic temperature chucks are used with a wafer prober to test semiconductor wafers at accurately controlled temperatures. After testing, the wafer is “diced” or
cut up, and each die is then placed into a packaging material, usually plastic or ceramic, with lead wires to permit mounting onto printed circuit boards.
Testing Services
We own and operate facilities that provide testing services for
semiconductor devices and other electronic components to meet the requirements of military, aerospace, industrial and commercial applications. Testing services represented approximately 46%, 31% and 29% of sales for the years ended June 30, 2002,
2001 and 2000 respectively.
The Company uses its own proprietary equipment for certain burn-in, centrifugal and
leak tests, and commercially available equipment for various other environmental tests. The Company conducts the majority of its testing operations in Southeast Asia with facilities in Singapore, Malaysia and Thailand. All of the facilities in
Southeast Asia are ISO 9002 as well as QS 9000 certified. The Company also operates test facilities in Ireland.
The testing services are used by manufacturers and purchasers of semiconductors and other components who either lack testing capabilities or whose in-house screening facilities are insufficient for testing devices to military or
certain commercial specifications. For those customers with adequate in-house capabilities, we offer testing services for their “overflow” requirements and also provide independent testing verification services.
Trio-Tech’s 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 require qualification of their processes and devices.
Products
The Company designs, develops, manufactures and markets equipment for the manufacture and test of semiconductor wafers, devices and other
electronic components. Revenue from the sale of products manufactured represented approximately 26%, 51% and 50% of sales for the years ended June 30, 2002, 2001 and 2000 respectively.
5
Front-End Products
Wet Process Stations
Wet process benches are used for cleaning, rinsing and drying semiconductor wafers, magnetic disks, flat panel displays and other microelectronic substrates. The wet process bench product line, which is manufactured by the
Company’s subsidiary Universal Systems, includes manual, semi-automated and automated wet process stations, and features radial and linear robots, state-of-the-art PC touch-screen controllers and sophisticated scheduling and control software.
Artic 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
hot and cold temperatures. Several models are available with temperature ranges from -65°C to +400°C and in diameters from 4 to 12 inch. These systems provide excellent performance to meet the most demanding customer applications. Several
unique mechanical design features, for which patents are pending, provide excellent mechanical stability under high probing forces and across the temperature ranges.
Back-End Products
Autoclaves and HAST (Highly Accelerated Stress Test) Equipment
We manufacture a
range of autoclaves and HAST systems and specialized test fixtures. Autoclaves provide pressurized, saturated vapor (100% relative humidity) test environments for fast and easy monitoring of integrated circuit manufacturing processes. HAST
equipment, which provides a pressurized high temperature environment with variable humidity, is used to determine the moisture resistance of plastic encapsulated devices. HAST provides a fast and cost-effective alternative to conventional
non-pressurized temperature and humidity testing.
Burn-in Equipment and Boards
We manufacture burn-in systems, burn-in boards and burn-in board test systems. Burn-in equipment is used to subject
semiconductor devices to elevated temperatures while testing them electrically to identify early product failures and 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 Company manufactures the COBIS II burn-in system
that offers state-of-the-art dynamic burn-in capabilities and a Windows-based operating system with full data logging and networking features. The Company developed, and now offers, a new Power Line Conditioner for the COBIS II, which reduces all
varieties of electrical interruptions. The Company also offers burn-in boards for its BISIC, COBIS and COBIS II burn-in systems and other brands of burn-in systems. Burn-in boards are used to mount devices during high temperature environmental
stressing. The Burn-in Board Tester is an extremely accurate software programmable burn-in board tester, which can be programmed to check up to 1024 sockets’ pins.
During 2000 through 2002, the Company developed several new products to complement the burn-in processes including semi-automatic (LUBIBM) and automatic burn-in board
loaders & unloaders (LUBIB) designed to perform precise, high-speed transfer of IC packages from semiconductor holding tray to the burn-in board, or vice-versa while maintaining the integrity of the IC’s leads. Additional features have been
further integrated into the LUBIB to improve productivity and minimize human handling including the integration of automatic burn-in boards handling systems and the automatic electrical board check station. We have improvised the LUBIBM with
built-in test functions for a major microprocessor company to study device characteristics and to weed out device failures. Burn-in-board cleaning systems (CUBIB) are designed to perform wet or dry cleaning for burn-in boards and other modular
boards. Recently, we jointly developed a fully automatic CUBIB with one of our major customers. We also recently developed and introduced a new innovation, the burn-in socket contact conditioners (SCC), which removes fragments of solder residue from
the contact pins of an IC Socket, improving the productivity of the test process and reducing contact failure on socket pins.
Component Centrifuges and Leak Detection Equipment
Component centrifuges and leak
detection equipment are used to test the mechanical integrity of ceramic and other hermetically sealed semiconductor devices and electronic parts for high reliability and aerospace applications. The Company’s centrifuges spin these devices and
parts at specific acceleration rates, creating gravitational-forces (g’s) up to 30,000 g’s (900,000 pounds per square inch), thereby indicating any mechanical weakness in the devices. Leak detection equipment is designed to detect
6
leaks in hermetic packaging by first pressurizing the devices in a tracer gas or fluid and then visually scanning for bubble trails emanating
from defective devices. Applications include automotive and aerospace markets.
Distribution Activities
The Company’s Singapore subsidiary continues to develop its international distribution division. The distribution operation markets,
sells and supports our products in Southeast Asia. In addition to our own products, this operation also distributes other complementary products from other manufacturers based in the United States, Europe, Japan and other countries. These products
are widely used by high quality and volume production manufacturers in the semiconductor and electronic industries. The products include environmental chambers, shaker systems, handlers, interface systems, vibration systems, solderability testers
and other manufacturing products. Revenue from distribution activities represented approximately 29%, 18% and 22% of sales for the years ended June 30, 2002, 2001 and 2000, respectively.
Product Research and Development
We continue to
invest in research and development to improve our products and services. Our previous efforts have been concentrated in products for the “Front End” and in developing new testing technology that allows us to offer more advanced processes.
The Company incurred research and development costs of $331,000 in fiscal 2002, $216,000 in fiscal 2001 and $205,000 in fiscal 2000.
Testing Services
During 2000 through 2002, the Company developed new equipment
and facilities to participate in a new generation of burn-in technology known as HBI (Hybrid Burn-in) and SBI (Smart Burn-in). This technology has been developed to meet the unique test requirements of the latest microprocessor products. The HBI and
SBI Test Systems are multiple positions, independently programmable systems that can economically run long test times at unique burn-in conditions. We developed significant facilities, including a power sub-station and improved environmental
controls, to house the HBI and SBI technology.
Artic Temperature Controlled Wafer Chucks
We continue to develop our range of Artic temperature controlled wafer chucks. In July 1999, the Company introduced its new
range of TC3000 series chucks for production wafer probing applications. These new chucks offer high levels of mechanical stability under high probing loads. A triaxial guarding option is available which enables very precise electrical measurements
on the wafer. This new generation of chucks has been expanded for use in all major production wafer probers and for new applications such as high power device testing. The Company has also applied this new technology to 300 mm chucks in the new
TC31200 temperature chuck for the emerging 12 inch or 300mm wafers.
Wet Process Stations and Chemical
Management Equipment
The Company is actively developing its line of wet process equipment. During 2001, we
completed development of our Chemical Dispense Units (CDUs), which allows us to offer a complete wet process and chemical supply system. Chemical management equipment provides automatic dispensing and control of process chemicals for our own wet
process equipment as well as other brands of wet stations.
In addition, the Company also produced several new
systems that allow photo resist stripping, rinsing and drying, all in a single process chamber. Other tools under development include a sophisticated plating tool and an advanced chemical dispensing tool that utilizes ozone injection systems for
organic cleaning of silicon wafers. Use of ozone injection eliminates the need for toxic chemicals.
Marketing, Distribution and
Services
The Company markets its products and services worldwide, directly and through independent sales
representatives. Additionally we have approximately 16 independent sales representatives operating in the United States and another 25 in various foreign countries. Of the 41 sales representatives, 5 represent the Distribution Segment and the
balance represent the Manufacturing Segment. Trio-Tech’s United States marketing efforts are coordinated from its California locations. Southeast Asia and European marketing efforts are assigned to its subsidiaries in Singapore and Ireland,
respectively. The Company advertises its products in trade journals and participates in trade shows.
Independent
testing laboratories, users, assemblers and manufacturers of semiconductor devices, including many large well-known corporations, purchase the Company’s products and services. These industries depend on the current and anticipated market demand
for integrated circuits and products utilizing semiconductor devices. In fiscal 2002, 2001, and 2000, sales of
7
equipment and services to our two largest customers (Catalyst Semiconductor and AMD) accounted for approximately 55%, 40%, and 28%,
respectively, of our net revenues. Our ability to maintain close, satisfactory relationships with our customers is essential to our stability and growth. The loss of or reduction or delay in orders from our significant customers, or delays in
collecting accounts receivable from our significant customers, could adversely affect our financial condition and results of operations. During the year ended June 30, 2002, the Company had sales of $4,640,000 (24%) and $6,079,000 (31%) to Catalyst
Semiconductor and AMD, respectively.
Backlog
The following table sets forth the Company’s backlog at the dates indicated (amounts in thousands):
| |
|
June 30, 2002
|
|
June 30, 2001
|
| Manufacturing backlog |
|
$ |
785 |
|
$ |
2,076 |
| Testing service backlog |
|
|
6,615 |
|
|
5,863 |
| Distribution backlog |
|
|
537 |
|
|
509 |
| |
|
|
|
|
|
|
| |
|
$ |
7,937 |
|
$ |
8,448 |
| |
|
|
|
|
|
|
Based upon past experience, the Company does not anticipate any
significant cancellations or renegotiation of sales. The purchase orders for manufacturing, testing and distribution require delivery within the next 12 months. The Company does not anticipate any difficulties in meeting delivery schedules. Our
current backlog, as of September 6, 2002 is $1,192, $5,174 and $251 for manufacturing, testing and distribution, respectively and totals $6,617.
Manufacturing and Supply
The Company’s products are designed by its engineers and are
assembled and tested at its facilities in California, Singapore and Ireland. We purchase all parts, and certain components, from outside sources for assembly by the Company. We have no written contracts with any of our key suppliers.
Competition
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. However, recent severe competition and attrition in the Asian test
and burn-in services industry has reduced the total number of the Company’s competitors. Since the Company has sold and will continue to sell its products to competing laboratories and other test products are available from many other
manufacturers, the Company’s competitors can offer the same testing capabilities. This equipment is also available to semiconductor manufacturers and users who might otherwise use 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 testing services revenues and earnings. Although these
laboratories, and new competitors, may challenge the Company at any time, the Company believes that other factors, including its’ reputation, long service history and strong customer relationships are more important than pricing factors in
determining the Company’s position in the market.
The semiconductor equipment industry is highly
competitive. The principal competitive factors in the industry are product performance, reliability, service and technical support, product improvements, price, established relationships with customers and product familiarity. The Company has
competitors for its various products. However, the Company believes its products compete favorably with respect to each of these factors in the markets in which it operates. There can be no assurance that competition will not increase or that the
Company’s technological advantages may not be reduced or lost as a result of technological advances by competitors or changes in semiconductor processing technology.
Patents
Trio-Tech holds a United States Patent granted in
1987 in relation to its pressurization humidity testing equipment. The Company also holds a United States Patent granted in 1994 on certain aspects of its Artic temperature test systems. In 2000, the Company filed, and was granted in 2001, a new
United States patent (20 years) for several aspects of its new range of Artic temperature chucks. The capitalized cost of the patents was written off because of the impairment assessed by our management in fiscal 2002.
In the semiconductor industry it is typical for companies to receive notices from time to time alleging infringement of patents or other
intellectual property rights of others. We can provide no assurance that we will not receive notices alleging infringement.
8
Moreover, the cost of litigation of any claim or damages resulting from infringement of patents or other intellectual property could materially and adversely affect our business, financial
condition and results of operations.
Employees
As of June 30, 2002, the Company had approximately 36 employees in the United States, 351 in Southeast Asia and 10 in Ireland for a total of approximately 397 employees.
None of the Company’s employees are represented by a labor union. There are approximately 311 employees in the testing segment, 66 employees in the manufacturing segment and 20 in the distribution segment. Currently, as of September 6, 2002,
there are approximately 391 employees.
The Company believes that its existing facilities are adequate and suitable
to meet the Company’s needs for the foreseeable future. From time to time contractual agreements arise and the Company believes that it has anticipated future needs.
The following table sets forth information as to the location and general character of the principal manufacturing and testing facilities of the Registrant:
| Location
|
|
Principal Use/Segment
|
|
Approx. Sq. Ft. Occupied
|
|
Owned (O) or Leased (L) Expiration Date
|
| 14731 Califa Street |
|
Headquarters/ |
|
10,000 |
|
(L) Jan. 2005 |
| Van Nuys, CA 9l411 |
|
Testing/Manufacturing |
|
|
|
|
| |
| 6951-A Via Del Oro |
|
Manufacturing |
|
15,000 |
|
(L) Feb. 2004 |
| San Jose, CA 95119 |
|
|
|
|
|
|
| |
| Abbey Road |
|
Testing |
|
18,400 |
|
(O) |
| Deansgrange Co. |
|
|
|
|
|
|
| Dublin, Ireland |
|
|
|
|
|
|
| |
| 1004, Toa Payoh North, Singapore |
|
|
|
|
|
|
| HEX 07-01/07, |
|
Testing |
|
6,833 |
|
(L) Sept. 2003 |
| HEX 03-01/03, |
|
Testing/Manufacturing |
|
2,959 |
|
(L) Sept. 2003 |
| HEX 03-16/17, |
|
Testing |
|
1,983 |
|
(L) Jul. 2002 *2 |
| HEX 01-08/15 |
|
Testing/Manufacturing |
|
6,865 |
|
(L) Jan. 2003 *2 |
| HEX 01-16/17 |
|
Testing |
|
1,983 |
|
(L) Feb. 2004 |
| HEX 02-08/10, |
|
Testing |
|
2,959 |
|
(L) Aug. 2005 |
| HEX 02-11/15 |
|
Testing |
|
3,905 |
|
(L) Apr. 2005 |
| |
| 1008, Toa Payoh North, Singapore |
|
|
|
|
|
|
| HEX 03-01/06, |
|
Testing |
|
7,345 |
|
(L) Feb. 2003 *2 |
| HEX 03-09/15, |
|
Logistics |
|
4,435 |
|
(L) Jan. 2003 *2 |
| HEX 03-16/18, |
|
Distribution |
|
5,130 |
|
(L) Jan. 2003 *2 |
| HEX 01-08, |
|
Power Substation |
|
603 |
|
(L) Jun. 2003 *1 |
| HEX 07-17/18, |
|
Testing |
|
4,315 |
|
(L) Nov. 2003 |
| HEX 07-01, |
|
Testing |
|
3,466 |
|
(L) Jan. 2004 |
| |
| Plot 1A, Phase 1 |
|
Testing |
|
49,924 |
|
(O) |
| Bayan Lepas Free Trade Zone |
|
|
|
|
|
|
| 11900 Penang |
|
|
|
|
|
|
| |
| 327, Chalongkrung Road, |
|
Testing |
|
11,300 |
|
(O) |
| Lamplathew, Lat Krabang, |
|
|
|
|
|
|
| Bangkok 10520, Thailand |
|
|
|
|
|
|
9
| Lot No. B7, Kawasan MIEL |
|
Manufacturing |
|
24,142 |
|
(O) |
| Batang Kali, Phase II, |
|
|
|
|
|
|
| 43300 Batang Kali |
|
|
|
|
|
|
| Selangor Darul Ehsan, Malaysia |
|
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*1 |
|
The Company built and owns a Power Substation building, which building is situated on property that the Company leases. Although the lease expires in June 2003,
the Company anticipates that the landlord will offer similar terms on such lease at renewal and does not believe that material expenses will be incurred. |
*2 |
|
With respect to the various leases that expire during FY 2003, the Company anticipates that the landlord will offer similar terms on each such lease at renewal
and does not believe that material expenses will be incurred. |
The Company is, from time to time, the subject of
litigation claims and assessments arising out of matters occurring in its normal business operations. In the opinion of management, resolution of these matters will not have a material adverse effect on the Company’s financial statements.
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.
10
PART II
ITEM 5—MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Registrant’s common stock is traded on the American Stock Exchange under the symbol “TRT”. The following table sets forth, for the periods indicated, the range of high and low sales prices of our common stock as
quoted by AMEX:
| Quarter Ended
|
|
High
|
|
Low
|
| Fiscal 2001 |
|
|
|
|
| September 30, 2000 |
|
7.00 |
|
5.50 |
| December 31, 2000 |
|
6.25 |
|
3.00 |
| March 31, 2001 |
|
4.50 |
|
3.13 |
| June 30, 2001 |
|
3.70 |
|
3.00 |
| |
| Fiscal 2002 |
|
|
|
|
| September 30, 2001 |
|
4.02 |
|
2.96 |
| December 31, 2001 |
|
3.26 |
|
2.48 |
| March 31, 2002 |
|
3.25 |
|
2.50 |
| June 30, 2002 |
|
3.06 |
|
2.65 |
| |
| Fiscal 2003 |
|
|
|
|
| July 1, 2002 to |
|
|
|
|
| September 6, 2002 |
|
2.65 |
|
1.90 |
There were approximately 609 shareholders of record of our common
stock as of September 6, 2002. Approximately 2,115,528 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 never 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.
EQUITY COMPENSATION PLAN INFORMATION
| Plan Category
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)
|
|
Weighted-average exercise price of outstanding options, warrants and rights (b)
|
|
Number of securities remaining available for future issuance under equity
compensation plans
(excluding securities
reflected in column (a) (c)
|
| Equity compensation plans approved by security holders (1) Company's 1988 Stock Option Plan |
|
27,000 |
|
$3.6670 |
|
-0- |
| (2) Company's 1998 Stock Option Plan |
|
250,500 |
|
$4.5215 |
|
49,500 |
| (3) Directors Stock Option Plan |
|
197,000 |
|
$4.0253 |
|
103,000 |
| Equity compensation plans not approved by security holders options granted outside of plan: |
|
0 |
|
$0.0000 |
|
0 |
| |
|
|
|
|
|
|
| Total |
|
474,500 |
|
$4.2668 |
|
152,500 |
| |
|
|
|
|
|
|
11
ITEM 6—SELECTED FINANCIAL DATA