UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarter Ended December 31, 2000
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission File Number 0-29332
PEAK INTERNATIONAL LIMITED
(Exact Name of Registrant as Specified in its Charter)
Incorporated in Bermuda with limited liability None
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
44091 Nobel Drive, P.O. Box 1767, Fremont, California 94538
(Address of principal executive offices) (Zip Code)
(510) 449-0100
(Registrant's telephone number)
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 [_]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of January 31, 2000.
Class Outstanding at January 31, 2001
--------------------------------- --------------------------------------
Common Stock, $0.01 Par Value 13,601,059
--------------------------------- --------------------------------------
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Income
(in thousands, except per share data)
Three Months Ended
December 31,
-------------------------------------------------
2000 1999
---------------- ------------------------------
(Unaudited) (Unaudited - not covered by
accountants' report)
Net Sales:
- Third parties...................................... $21,817 $20,147
- Related companies.................................. 2,229 2,464
------- -------
24,046 22,611
Cost of Goods Sold...................................... 13,457 12,377
------- -------
Gross Profit............................................ 10,589 10,234
General and Administrative.............................. 2,704 3,129
Research and Development................................ 42 156
Selling and Marketing................................... 2,442 2,307
------- -------
Operating Income........................................ 5,401 4,642
Other Income - net...................................... 3 92
Interest Income......................................... 448 156
------- -------
Income Before Tax....................................... 5,852 4,890
Taxation................................................ 480 438
------- -------
NET INCOME.............................................. $ 5,372 $ 4,452
======= =======
EARNINGS PER SHARE
- Basic.............................................. $ 0.39 $ 0.33
- Diluted............................................ $ 0.39 $ 0.32
Weighted Average Number of Shares
- Basic.............................................. 13,691 13,645
- Diluted............................................ 13,929 14,118
2
Nine Months Ended
December 31,
----------------------------------------------------
2000 1999
--------------------- -----------------------------
(Unaudited) (Unaudited - not covered
by accountants' report)
Net Sales:
- Third parties........................... $ 64,524 $ 54,655
- Related companies....................... 6,336 7,331
--------- ---------
70,860 61,986
Cost of Goods Sold........................... 39,679 35,012
--------- ---------
Gross Profit................................. 31,181 26,974
General and Administrative................... 8,225 7,705
Research and Development..................... 98 369
Selling and Marketing........................ 7,279 5,966
--------- ---------
Operating Income............................. 15,579 12,934
Other Income - net........................... 79 369
Interest Income.............................. 1,117 358
Interest Expenses............................ 0 6
--------- ---------
Income Before Tax............................ 16,775 13,655
Taxation..................................... 1,387 1,237
--------- ---------
NET INCOME................................... $ 15,388 $ 12,418
========= =========
EARNINGS PER SHARE
- Basic................................... $ 1.12 $ 0.91
- Diluted................................. $ 1.10 $ 0.89
Weighted Average Number of Shares
- Basic................................... 13,733 13,599
- Diluted................................. 14,022 13,987
3
Consolidated Balance Sheet
(in thousands)
December 31, 2000 March 31, 2000
----------------- --------------
(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents......................... $ 31,345 $ 18,667
Accounts receivable-net of allowance for doubtful 14,475 13,283
accounts of $267 at December 31, 2000 and $292
at March 31, 2000................................
Inventories - net................................. 16,241 19,044
Other receivables, deposits
and prepayments.................................. 1,233 860
Income tax receivable............................. 138 0
Amounts due from related companies................ 1,232 633
---------- ---------
Total Current Assets........................... 64,664 52,487
---------- ---------
Deposits for Acquisition of Plant and Equipment..... 617 341
Property, Plant and Equipment - net................. 56,182 51,980
---------- ---------
TOTAL............................................... $ 121,463 $ 104,808
========== =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable:
- Trade.......................................... $ 4,069 $ 3,749
- Property, plant and equipment.................. 1,011 1,187
Accrued payroll and employee benefits............. 1,383 785
Accrued other expenses............................ 2,078 1,970
Taxation.......................................... 5,218 4,232
---------- ---------
Total Current Liabilities...................... 13,759 11,923
Deferred Income Taxes............................... 2,224 1,858
---------- ---------
Total Liabilities................................. 15,983 13,781
---------- ---------
Commitments and Contingencies (note 8)
Stockholders' Equity:
Share capital..................................... 136 137
Additional paid-in capital........................ 34,206 35,209
Retained earnings................................. 71,989 56,601
Accumulated other comprehensive income............ (851) (920)
---------- ---------
Total stockholders' equity..................... 105,480 91,027
---------- ---------
TOTAL............................................... $ 121,463 $ 104,808
========== =========
4
Consolidated Statements of Cash Flows
(in thousands)
Nine Months Ended
December 31,
--------------------------------------------------
2000 1999
----------------------- -------------------------
(Unaudited) (Unaudited - not covered
by accountants' report)
Operating activities:
Net income: $ 15,388 $ 12,418
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization.......................... 4,229 3,755
Deferred income taxes.................................. 366 7
(Gain) Loss on disposal/write-off of property, (20) 99
plant and equipment..................................
Provision for slow moving inventory
written back to income............................... (3,417) (275)
Provision for bad debts................................ 34 0
Changes in operating assets and liabilities:
Accounts receivables................................... (1,226) (2,968)
Inventories............................................ 6,220 1,291
Other receivables, deposits and prepayments............ (373) 183
Income tax receivable.................................. (138) 0
Accounts payable-trade................................. 320 2,813
Accrued special charge................................. 0 (661)
Accrued payroll and other liabilities.................. 706 994
Amounts due from/to related companies.................. (599) (61)
Income tax payable..................................... 986 977
-------- --------
Net cash provided by operating activities.......... 22,476 18,572
-------- --------
Investing activities:
Proceeds on sale of plant and equipment................ 118 85
Acquisition of property, plant and equipment........... (8,705) (14,245)
Increase in deposits for acquisition of
plant and equipment.................................. (276) 510
-------- --------
Net cash used in investing activities.............. (8,863) (13,650)
-------- --------
Financing activities:
Increase in bank borrowings............................ 0 34
Payment for share buyback.............................. (1,186) 0
Proceeds from issue of common stock.................... 182 466
-------- --------
Net cash (used in) provided by financing
activities......................................... (1,004) 500
-------- --------
Net increase in cash and cash equivalents................ 12,609 5,422
Cash and cash equivalents at beginning of period......... 18,667 10,598
Effects of exchange rate changes on cash................. 69 (179)
-------- --------
Cash and cash equivalents at end of period............... $ 31,345 $ 15,841
======== ========
Supplemental cash flow information:
Cash paid during period
Interest........................................... $ 0 $ 6
Income taxes....................................... 173 252
-------- --------
5
Notes to Consolidated Financial Statements
(in thousands, except share data)
1) Organization and basis of presentation
Peak International Limited (the "Company") was incorporated as an exempted
company with limited liability in Bermuda under the Companies Act 1981 of
Bermuda (as amended) on January 3, 1998. The subsidiaries of the Company
are principally engaged in the manufacture and sale of precision engineered
packaging products, such as matrix trays, shipping tubes, reels and carrier
tape, leadframe boxes and interleaves used in the storage and
transportation of semiconductor devices and other electronic components.
The Company's principal production facilities are located in the People's
Republic of China and the Company maintains sales offices in Hong Kong, the
United States of America, Singapore and Malaysia.
The consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America
and include the accounts of the Company and its subsidiaries. All
significant intra-group balances and transactions have been eliminated on
consolidation.
The preparation of financial statements in conformity with generally
accepted accounting principles requires the use of estimates and
assumptions that affect reported amounts of certain assets, liabilities,
revenues and expenses as of and for the reporting periods. Actual results
could differ from those estimates. Differences from those estimates are
reported in the period they become known.
The unaudited consolidated financial statements reflect all adjustments
(including normal recurring adjustments) which in the opinion of management
are required for a fair presentation of the Company's interim results. The
results for interim periods are not necessarily indicative of the results
that may be achieved in the entire year.
In June 1998, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting
for Derivative Instruments and Hedging Activities." SFAS No. 133, as
amended, is effective for all fiscal quarters of all fiscal years beginning
after June 15, 2000. SFAS No. 133 requires that all derivative instruments
be recorded on the balance sheet at their fair value. Changes in the fair
value of derivatives are recorded each period in current earnings or other
comprehensive income, depending on whether a derivative is designed as part
of a hedge transaction and, if it is, the type of hedge transaction. The
Company has not yet determined the impact, if any, of the adoption of SFAS
No. 133 on its consolidated financial statements or business practices.
In March 2000, FASB issued FASB Interpretation No. 44 "Accounting for
Certain Transactions involving Stock Compensation-an interpretation of APB
Opinion No. 25" ("FIN 44"). FIN 44 is effective July 1, 2000 and provides
guidance on certain issues raised in applying APB Opinion No. 25. The
Company considers that the adoption of FIN 44 does not have any significant
impact on its consolidated financial statements or business practices.
These unaudited consolidated financial statements should be read in
conjunction with the audited consolidated financial statements and notes
thereto contained in the Company's Annual Report on Form 20-F for the year
ended March 31, 2000.
6
Deloitte Touche Tohmatsu, the Company's independent accountants, have
performed a review of the financial information included herein. Their
report on such review accompanies this filing.
2) Inventories
December 31, 2000 March 31, 2000
----------------------- ----------------------
(Unaudited)
Raw materials........................................... $ 7,480 $ 12,064
Finished goods.......................................... 8,761 6,980
------------- ------------
$ 16,241 $ 19,044
------------- ------------
3) Statement of Comprehensive Income
Three Months Ended
December 31,
------------------------------------------------------
2000 1999
-------------------------- --------------------------
(Unaudited) (Unaudited - not covered
by accountants' report)
Net Income....................................... $ 5,372 $ 4,452
Foreign currency translation adjustment.......... 71 41
------------- ----------
Comprehensive Income............................. $ 5,443 $ 4,493
------------- ----------
Nine Months Ended
December 31,
------------------------------------------------------
2000 1999
-------------------------- --------------------------
(Unaudited) (Unaudited - not covered
by accountants' report)
Net Income....................................... $ 15,388 $ 12,418
Foreign currency translation adjustment.......... 69 (179)
------------- -------------
Comprehensive Income............................. $ 15,457 $ 12,239
------------- -------------
4) Stock Options
Option activity relating to the Company's stock option plan is summarized
as follows (unaudited):
Weighted
average exercise
Number of price per share of
Shares outstanding options
----------------- -------------------------
Outstanding at April 1, 2000................................. 1,792,596 $ 7.89
Granted...................................................... 618,250 8.19
Forfeited.................................................... (132,623) 8.89
------------
Outstanding at June 30, 2000................................. 2,278,223 7.91
7
Weighted
average exercise
Number of price per share of
Shares outstanding options
--------- -------------------
Granted............................. 157,100 7.83
Exercised........................... (4,500) 3.66
Forfeited........................... (19,155) 10.04
---------
Outstanding at September 30, 2000... 2,411,668 7.90
Granted............................. 2,000 9.00
Forfeited........................... (4,011) 10.66
---------
Outstanding at December 31, 2000.... 2,409,657 7.89
---------
5) Earnings Per Share
The following is a reconciliation of the numerator and the denominators of
the basic and diluted earnings per share:
Three Months Ended
December 31,
---------------------------------------
2000 1999
----------- ------------------------
(Unaudited) (Unaudited - not covered
by accountants' report)
Net Income (numerator).......... $ 5,372 $ 4,452
------- -------
Shares - Weighted average
(denominator)
Basic........................... 13,691 13,645
Options......................... 238 473
------- -------
Diluted......................... 13,929 14,118
------- -------
Nine Months Ended
December 31,
---------------------------------------
2000 1999
----------- ------------------------
(Unaudited) (Unaudited - not covered
by accountants' report)
Net Income (numerator).......... $15,388 $12,418
------- -------
Shares - Weighted average
(denominator)
Basic........................... 13,733 13,599
Options......................... 289 388
------- -------
Diluted......................... 14,022 13,987
------- -------
6) Employee Stock Purchase and Option Plans
During the quarter ended September 30, 2000, the Company approved a new
employee stock purchase plan which allows employees to purchase shares of
common stock of the Company at a 15% discount from market value. Shares of
stock reserved for the plan were 200,000 at December 31, 2000. In addition,
the number of shares of stock which may be granted under the 1998 Share
Option Plan was increased from 2,200,000 shares to 2,700,000 shares.
8
7) Share Repurchase
The Board of Directors of the Company has authorized the repurchase by the
Company of up to $10,000,000 of its common stock at prices not to exceed
150% of the company's net asset value per share. Through December 31, 2000,
the Company repurchased 166,500 shares at an average price of $7.12. The
Company has engaged Credit Suisse First Boston for the repurchase program.
8) Commitments and Contingencies
(a) Litigation
Please refer to "Part II: Other Information, Item 1. Legal Proceedings".
(b) Commitments
At December 31, 2000, the Company had no outstanding non-deliverable cash
settled foreign currency exchange contract. At December 31, 2000, the
Company had commitments for capital expenditures of $7.2 million.
9) Segmental Information
Hong Kong United Other Southeast
& PRC States Asian countries Eliminations Consolidated
--------- ------ --------------- ------------ ------------
Quarter ended Dec 31, 2000 (unaudited)
Net sales to third parties $14,244 $2,995 $ 4,578 0 $21,817
Net sales to related companies 2,229 0 0 0 2,229
Transfer between geographic areas 6,664 0 370 $ (7,034) 0
------- ------ ------- -------- -------
Total net sales $23,137 $2,995 $ 4,948 $ (7,034) $24,046
------- ------ ------- -------- -------
Income before tax $ 5,953 $ (32) $ (51) $ (18) $ 5,852
======= ====== ======= ======== =======
Quarter ended Dec 31, 1999 (unaudited - not covered by accountants' report)
Net sales to third parties $11,737 $3,416 $ 4,994 0 $20,147
Net sales to related companies 2,464 0 0 0 2,464
Transfer between geographic areas 6,747 0 305 $ (7,052) 0
------- ------ ------- -------- -------
Total net sales $20,948 $3,416 $ 5,299 $ (7,052) $22,611
------- ------ ------- -------- -------
Income before tax $ 5,154 $ (158) $ (295) $ 189 $ 4,890
======= ====== ======= ======== =======
Nine months ended Dec 31, 2000 (unaudited)
Net sales to third parties $41,680 $9,087 $13,757 0 $64,524
Net sales to related companies 6,336 0 0 0 6,336
Transfer between geographic areas 20,442 0 980 $(21,422) 0
------- ------ ------- -------- -------
Total net sales $68,458 $9,087 $14,737 $(21,422) $70,860
------- ------ ------- -------- -------
Income before tax $16,950 $ (238) $ 34 $ 29 $16,775
======= ====== ======= ======== =======
Nine months ended Dec 31, 1999 (unaudited - not covered by accountants' report)
Net sales to third parties $30,764 $9,882 $14,009 0 $54,655
Net sales to related companies 7,331 0 0 0 7,331
Transfer between geographic areas 20,160 0 1,162 $(21,322) 0
------- ------ ------- -------- -------
Total net sales $58,225 $9,882 $15,171 $(21,322) $61,986
------- ------ ------- -------- -------
Income before tax $13,648 $ (361) $ 232 $ 136 $13,655
======= ====== ======= ======== =======
9
To the Board of Directors of
Peak International Limited:
We have reviewed the accompanying consolidated balance sheet of Peak
International Limited and subsidiaries as of December 31, 2000, and the related
consolidated statements of income and cash flows for the three months and nine
months then ended. These financial statements are the responsibility of the
company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and of making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with auditing standards generally accepted in the United States of
America, the objective of which is the expression of an opinion regarding the
financial statements taken as a whole. Accordingly, we do not express such an
opinion.
Based on our review, we are not aware of any material modifications that
should be made to such consolidated financial statements for them to be in
conformity with accounting principles generally accepted in the United States of
America.
We have previously audited, in accordance with auditing standards generally
accepted in the United States of America, the consolidated balance sheet of Peak
International Limited and subsidiaries as of March 31, 2000, and the related
consolidated statements of income and comprehensive income, shareholders'
equity, and cash flows for the year then ended (not presented herein); and in
our report dated April 28, 2000, except for Notes 5 and 11(c) to the financial
statements, as to which the date is August 4, 2000, we expressed an unqualified
opinion on those consolidated financial statements. In our opinion, the
information set forth in the accompanying consolidated balance sheet as of March
31, 2000, is fairly stated, in all material respects, in relation to the balance
sheet from which it has been derived.
DELOITTE TOUCHE TOHMATSU
Hong Kong,
February 1, 2001
10
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
General
The following discussion and analysis of financial condition and results of
operations is based upon and should be read in conjunction with the consolidated
financial statements of the Company and notes thereto included in this Report
and the Registrant's Annual Report on Form 20-F for the year ended March 31,
2000.
Forward-Looking Statements
Management's discussion and analysis of financial condition and results of
operations and other sections of this Report contain "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. We intend for the forward-
looking statements to be covered by the safe harbor provisions for forward-
looking statements in these sections. All statements regarding the Company's
expected financial position, business and financing plans are forward-looking
statements. Such forward-looking statements are identified by use of forward-
looking words such as "anticipates," "believes," "plans," "estimates,"
"expects," and "intends" or words or phrases of similar expression. These
forward-looking statements are subject to various assumptions, risks and
uncertainties, including but not limited to, changes in political and economic
conditions, demand for the Company's products, acceptance of new products,
technology developments affecting the Company's products and to those discussed
in the Company's filings with the Securities and Exchange Commission.
Accordingly, actual results could differ materially from those contemplated by
the forward-looking statements.
Results of Operations
Net Sales. Net sales increased by 6.3% to $24.0 million in Fiscal 3Q 2001 from
$22.6 million in Fiscal 3Q 2000. Net sales of trays increased by 13.2% over the
period reflecting a 7.2% increase in sales volume, and a 5.6% improvement in
average realized sales price. Net sales of carrier tape increased by 25.6% over
the period, driven by a 46.0% increase in sales volume, and a 14.0% drop in
average realized sales price. Net sales for tubes decreased by 24.5% over the
year. While sales volume for tubes decreased by 31.0%, the average realized
sales price of tubes improved 9.4% over the same period. The increase in revenue
reflected the improvement in the business environment of the semiconductor
industry.
For the nine months ended December 31, 2000, net sales increased by 14.3% to
$70.9 million from $62.0 million in the nine months ended December 31, 1999. The
increase in revenue reflected the increase in our unit volume shipment and the
improvement in the business environment of the semiconductor industry.
Gross Profit. Gross profit increased by 3.5% to $10.6 million in Fiscal 3Q 2001
from $10.2 million in Fiscal 3Q 2000. Our gross margin dropped slightly to
44.0% in Fiscal 3Q 2001 from 45.3% in Fiscal 2000, primarily as a result of
benefits from improvements in the manufacturing process, offset by the decline
in gross margin following a change in product mix.
For the nine months ended December 31, 2000, gross profit increased by 15.6% to
$31.2 million from $27.0 million in the nine months ended December 31, 1999. The
gross margin improved to 44.0% in the nine months ended December 31, 2000 from
43.5% in the nine months ended December 31, 1999 as a result of the change in
product mix, as well as improvement in efficiencies at the factory.
11
General and Administrative Expenses. General and administrative expenses
decreased by 13.6% to $2.7 million in Fiscal 3Q 2001 from $3.1 million in Fiscal
3Q 2000, primarily due to savings in legal and professional fees following the
arbitrator's decision on the lawsuit with the former CEO.
For the nine months ended December 31, 2000, general and administrative expenses
increased by 6.7% to $8.2 million from $7.7 million in the nine months ended
December 31, 1999. This increase was primarily the result of additional costs
incurred in connection with the expansion of our US operations in California,
the increase in performance bonus paid to staff and executives, offset by the
cost savings in legal and professional fees.
Selling and Marketing Expenses. Selling and marketing expenses increased by 5.9%
to $2.4 million in Fiscal 3Q 2001 from $2.3 million in Fiscal 3Q 2000, primarily
as a result of the expansion of our sales network.
For the nine months ended December 31, 2000, selling and marketing expenses
increased by 22.0% to $7.3 million from $6.0 million in the nine months ended
December 31, 1999, primarily as a result of the expansion of our sales network.
Income from Operations. As explained above, operating income increased by 16.4%
to $5.4 million in Fiscal 3Q 2001 from $4.6 million in Fiscal 3Q 2000. Our
operating margin improved to 22.5% in Fiscal 3Q 2001 from 20.5% in Fiscal 3Q
2000.
For the nine months ended December 31, 2000, operating income increased by 20.4%
to $15.6 million from $12.9 million in the nine months ended December 31, 1999.
The operating margin improved to 22.0% from 20.9% for the same period last year.
Interest Income. For the quarter under consideration and for the nine months
ended December 31, 2000, interest income increased significantly over that for
the comparable period last year as a result of the increase in bank deposit
balance.
Net Income. Net income increased by 20.7% to $5.4 million in Fiscal 3Q 2001 from
$4.5 million in Fiscal 3Q 2000. This increase primarily reflected the effects of
the foregoing factors.
For nine months ended December 31, 2000, net income increased by 23.9% to $15.4
million from $12.4 million for the nine months ended December 31, 1999.
Liquidity and Capital Resources
Our net cash provided by operating activities was $22.5 million in the nine
months ended December 31, 2000, compared to $18.6 million in the nine months
ended December 31, 1999. We incurred capital expenditure of $8.6 million for the
acquisition of new equipment in our current facility and $0.1 million for the
construction of an additional facility in Shenzhen, China during the nine months
ended December 31, 2000, compared with $7.0 million for new equipment and $7.2
million for the construction of an additional facility in Shenzhen, China for
the same period last year. As of December 31, 2000, we had commitments for
capital expenditures of $7.2 million.
As of December 31, 2000, we had no outstanding indebtedness.
Recent Accounting Pronouncements
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities". In March 2000, FASB issued FASB
Interpretation No. 44, "Accounting for Certain Transactions involving Stock
Compensation - an interpretation of APB Opinion No. 25." As stated in note 1 to
the financial statements, the Company has not yet determined the impact, if any,
of the adoption of SFAS No. 133 on its consolidated financial statements or
business practices. However, the Company considers that the adoption of FIN 44
does not have any significant impact on its consolidated financial statements or
business practices.
12
Item 3. Quantitative and Qualitative Disclosures about Market Risk
PVC Resin Price
PVC resin, the principal raw material used in the manufacture of tubes,
together with additives used in the manufacture of tubes accounted for 7.5% of
our total raw material costs for the three months and nine months ended December
31, 2000. While we believe principally as a result of increased production
capacity by suppliers, that a severe shortage in the supply of PVC resin is
unlikely to occur in the foreseeable future, there can be no assurance that such
shortage will not occur. Any price increases would result in higher costs, which
could have a material adverse effect on our results of operations and financial
condition. We currently maintain approximately two to three months stock of PVC
resin and other raw materials used in our production processes, and increase
such stock when we believe prices are favorable. We do not, and do not intend
to, enter into future contracts or use any financial instruments to hedge our
exposure to fluctuations in the price of PVC resin or other raw materials used
in our production processes.
Currency Exchange Rate Fluctuations
Our sales are denominated primarily in US Dollars while our costs of goods
sold are generally incurred in US Dollars, Hong Kong Dollars and Renminbi, and
our operating expenses are generally denominated in Renminbi, Hong Kong Dollars
and US Dollars. In addition, a substantial portion of our capital expenditures,
primarily for the purchase of equipment, has been and is expected to continue to
be denominated in US Dollars and Japanese Yen. Consequently, a portion of our
costs and operating margins may be affected by fluctuations in exchange rates,
primarily between the US Dollar and other currencies. Our results of operations
and financial condition could be adversely affected by fluctuations in currency
exchange rates or the imposition of new or additional currency controls in the
jurisdictions in which we operate. Primarily in response to recent developments
in the Southeast Asian currency markets, we from time to time engage in
derivatives trading activities, such as entering into forward contracts, to
hedge our currency exchange exposure. The Company does not utilize market-risk
sensitive instruments for speculative purposes.
At December 31, 2000, we had no outstanding foreign currency exchange
contract.
13
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
On June 29, 1999, plaintiff Dorchester Investors commenced a purported
securities class action suit in the United States District Court for the
Southern District of New York on behalf of all initial Trends purchasers against
the Company, the Peak Trends Trust ("the Trust"), Mr. T.L. Li, Mr. Jerry Mo,
Luckygold 18A Limited ("Luckygold") and Donaldson, Lufkin & Jenrette Securities
Corporation ("DLJ"). The complaint seeks compensatory damages from all
defendants pursuant to the federal securities laws, based on alleged
misrepresentations and omissions of material fact in various documents filed
with the Securities and Exchange Commission in connection with the offering for
sale to the public of shares in the Trust. On January 27, 2000, the plaintiff
filed an amended complaint. On March 20, 2000, all defendants moved to dismiss
the amended complaint. While those motions were pending, plaintiff and
defendants stipulated to the dismissal with prejudice from the action of the
Company and Mr. Mo. Pursuant to the stipulation, the court dismissed the
Company and Mr. Mo from the action with prejudice on June 5, 2000. The motions
to dismiss the remaining defendants have been fully submitted to the court and
are awaiting decision. Additionally, the Company, Mr. Li and Luckygold entered
into certain indemnification agreements with the Trust and DLJ in connection
with the Trends offering. Certain of these indemnification agreements may
require that under certain circumstances the Company, Luckygold and/or Mr. Li
indemnify the Trust and/or DLJ from certain liabilities that the Trust and/or
DLJ may incur to plaintiff or to the purported plaintiff class. Mr. T.L. Li and
Luckygold have, in turn, provided a deed of indemnity to the Company pursuant to
which Mr. Li and Luckygold have agreed to indemnify the Company from liabilities
related to the Trends offering. We cannot predict the outcome of this action
against the remaining defendants. However, a judgment against one of the
remaining defendants (to the extent that the Company is required to indemnify
the defendant and insurance proceeds are not applicable to satisfy such a
judgment) could have a material and adverse effect on the Company's results of
operations, the amount of which is currently not determinable. Further, even if
the remaining defendants prevail in this litigation, the Company may be required
to pay some or all of their legal expenses pursuant to its various
indemnification obligations, and this may also have a material and adverse
effect on the Company's results of operations and financial position, the amount
of such potential obligations is currently not determinable.
On or about July 2, 1999, the Company received an Amended and Restated
Demand for Arbitration filed on behalf of the Company's former Chief Executive
Officer, Richard Brook. Mr. Brook sought payment of US$32,400 per month or a
lump sum payment of US$1,036,800 pursuant to his employment agreement with the
Company, which was terminated on or about December 1, 1998. Mr. Brook also
asserted various tort claims for damages against the Company. The Company
opposed Mr. Brook's claim and asserted counterclaims against Mr. Brook for
breach of contract, libel and breach of fiduciary duty. Mr. Brook's claims
against the Company were tried before an arbitrator in June 2000. On August 4,
2000, a decision was rendered in the arbitration. The arbitrator denied the bulk
of Mr. Brooks' breach of contract claim, finding that the Company was justified
in terminating him for cause. However, the arbitrator found that Mr. Brook's
termination for cause was not effective until May 1999 and that Mr. Brook was
entitled to certain additional compensation of approximately $70,000. The
arbitrator denied all of Mr. Brook's tort claims. On Peak's breach of contract
counterclaim, the arbitrator found Mr. Brook liable for over $400,000 in actual
damages and $100,000 in exemplary damages. The award of exemplary damages was
based on a finding that Brook acted with malice toward Peak. The arbitrator
denied Peak's defamation claim and did not specifically address Peak's breach of
fiduciary duty claim, which had previously been bifurcated. The arbitrator then
awarded certain attorney's fees to each party. The net result of the arbitration
was a judgment in the amount of approximately $520,000 in favor of Peak and
against Mr. Brook. Mr. Brook challenged the arbitration award in Federal Court
in Austin, Texas. The company believes Mr. Brook's challenge is without merit.
This amount will be recorded in the financial statements upon receipt.
14
The Company has been notified from time to time of claims that it may
be infringing on patents issued to others. These claims are in various stages of
evaluation and negotiation. The Company believes that licenses, to the extent
required, will be available; however, no assurance can be given that licenses
will be offered by all claimants, that the terms of any offered license will be
favorable, or that any patent dispute will be resolved without litigation or
adverse affect to the Company. Should licenses from any such claimant be
unavailable, the Company may be required to discontinue the manufacture and sale
of certain of its products. If the Company is unable to pass any increased cost
of patent licenses on to its customers, or if any litigation is determined
unfavorably, the Company could be adversely affected. It is reasonably possible
that the Company will incur liability in connection with the claims that the
Company may be infringing on patents issued to others; however, the Company
does not believe it is possible at this time to estimate the amount of such
liability, if any.
Item 2. Changes in Securities and Use of Proceeds
Not applicable.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
Item 5. Other Information
The Board of Directors of the Company has authorized the repurchase by
the Company of up to $10,000,000 of its common stock at prices not to exceed
150% of the company's net asset value per share. Through December 14, 2000, the
Company repurchased 166,500 shares at an average price of $7.12. The Company has
engaged Credit Suisse First Boston for the repurchase program.
15
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
3.1 Memorandum of Association and By-Laws of the Registrant
(incorporated by reference to Exhibit 3.1 to the Company's
Registration Statement on Form F-1, Registration No. 333-6652,
filed on March 19, 1997 and declared effective by the Commission
on June 20, 1997 (the "Company's Initial Public Offering
Registration Statement on Form F-1"))
4.1 Specimen of Share Certificate for the Shares of the Registrant
(incorporated by reference to Exhibit 4.1 to the Company's
Amendment No. 1 to the Company's Initial Public Offering
Registration Statement on Form F-1)
10.1 Processing Agreement dated May 28, 1987 and renewed and amended
on May 24, 1994 and December 12, 1996 (incorporated by reference
to Exhibit 10.1 to the Company's Initial Public Offering
Registration Statement on Form F-1)
10.2 Processing Agreement dated October 8, 1995 (incorporated by
reference to Exhibit 10.2 to the Company's Initial Public
Offering Registration Statement on Form F-1)
10.3 Land Use Certificate relating to the Company's existing
production facilities (incorporated by reference to Exhibit 10.3
to the Company's Initial Public Offering Registration Statement
on Form F-1)
10.4 Land Use Certificate relating to the Company's planned
additional production facilities (incorporated by reference to
Exhibit 10.4 to the Company's Initial Public Offering
Registration Statement on Form F-1)
10.5 Land Use Right Granting Contract relating to the Company's
existing production facilities (incorporated by reference to
Exhibit 10.5 to the Company's Initial Public Offering
Registration Statement on Form F-1)
10.6 Land Use Right Granting Contract relating to the Company's
planned additional production facilities (incorporated by
reference to Exhibit 10.6 to the Company's Initial Public
Offering Registration Statement on Form F-1)
10.7 Lease between Warden and Peak (HK) relating to the Company's
existing production facilities incorporated by reference to
Exhibit 10.7 to the Company's Initial Public Offering
Registration Statement on Form F-1)
10.8 Form of Share Option Plan (incorporated by reference to Exhibit
10.8 to the Company's Initial Public Offering Registration
Statement on Form F-1)
10.9 Deed of Undertaking by T.L. Li dated May 29, 1997 relating to
non-competition and referral incorporated by reference to
Exhibit 10.9 to the Company's Initial Public Offering
Registration Statement on Form F-1)
16
10.10 Option Agreement dated February 17, 1997 relating to the non-
voting deferred shares of Peak (HK) (incorporated by reference
to Exhibit 10.10 to the Company's Initial Public Offering
Registration Statement on Form F-1)
10.11 Restructuring Agreement dated February 28, 1997 for the
acquisition of the entire issued share capital of Peakgold and
Success Gold (incorporated by reference to Exhibit 10.11 to the
Company's Initial Public Offering Registration Statement on
Form F-1)
10.12 2000 Peak International Limited Employee Stock Purchase Plan
(incorporated by reference to Exhibit 10.12 to the Company's
Quarterly Report on Form 10-Q for the quarter ended September
30, 2000)
b. Reports on Form 8-K: No reports on Form 8-K have been filed during the
quarter ended December 31, 2000.
17
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PEAK INTERNATIONAL LIMITED
Date: February 6, 2001 By /s/ Calvin Reed
-------------------------------------
Calvin Reed
President and Chief Executive Officer
Date: February 6, 2001 By /s/ Jerry Mo
-------------------------------------
Jerry Mo
Chief Financial Officer
18