UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
X EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1998
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 No. 0-3108
TRION, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 25-0922753
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. Box 760, 101 McNeill Road, Sanford, North Carolina 27331-0760
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) 919-775-2201
Not Applicable
(Former name, former address and former
fiscal year, if changed since last report)
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 and 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 November 14, 1998.
7,149,247 shares of Common Stock, par value $.50
<p>-1-
<TABLE>
Part I
Item 1. Financial Statements
TRION, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share amounts)
<CAPTION>
Nine Months Three Months
Ended September 30 Ended September 30
1998 1997 1998 1997
<S> <C> <C> <C> <C>
Net sales . . . . . . . . . . . . . $ 42,938 $ 47,037 $ 12,347 $ 15,708
Cost and expenses:
Cost of products sold . . . . . 28,021 31,545 8,265 10,422
Selling, administration
and engineering expenses . . . 13,041 13,017 4,141 4,334
Litigation Settlement and
other non-recurring charges. . 3,973 - 873 -
Interest . . . . . . . . . . . . 622 738 221 263
Amortization . . . . . . . . . . 258 258 86 86
Other expense (income), net. . . (123) (69) (39) (36)
45,792 45,489 13,547 15,069
Income (loss) before income taxes . (2,854) 1,548 (1,200) 639
Income tax expense (benefit). . . . (1,138) 507 (456) 105
Net income (loss) for the period. . $(1,716) $ 1,041 $ (744) $ 534
Earnings (loss) per share of common
stock - basic . . . . . . . . . $ (0.24) $ 0.15 $ (0.10) $ 0.08
Earnings (loss) per share of common
stock - assuming dilution . . . $ (0.24) $ 0.15 $ (0.10) $ 0.08
Cash dividends declared
per common share. . . . . . . . $ 0.02 $ 0.06 $ 0.00 $ 0.02
See notes to consolidated condensed financial statements
</TABLE>
<p> -2-
<TABLE>
TRION, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(In thousands)
<CAPTION>
ASSETS
September 30 December 31
_ 1998* _ _ 1997
<S> <C> <C>
CURRENT ASSETS
Cash . . . . . . . . . . . . . . . . . . . . . $ 1,640 $ 2,979
Trade accounts receivable, less allowance
for doubtful accounts (1998 - $296,000 and
1997 - $454,000) . . . . . . . . . . . . . . 8,241 11,815
Inventories . . . . . . . . . . . . . . . . . 10,373 9,228
Prepaid expenses and other current assets . . 305 536
Refundable income taxes. . . . . . . . . . . . 1,470 -
Deferred current income taxes . . . . . . . . 97 163
Total current assets . . . . . . . . . . . 22,126 24,721
PROPERTY, PLANT AND EQUIPMENT
Land . . . . . . . . . . . . . . . . . . . . . 78 78
Building . . . . . . . . . . . . . . . . . . . 5,408 5,428
Equipment. . . . . . . . . . . . . . . . . . . 19,684 19,810
Allowance for depreciation . . . . . . . . . . (15,180) (14,861)
9,990 10,455
OTHER ASSETS
Goodwill less accumulated amortization:
($1,089,000 in 1998 and $831,000 in 1997) . 5,791 6,049
Deferred income taxes . . . . . . . . . . . . 343 323
Other non-current assets . . . . . . . . . . . 644 644
6,778 7,016
$38,894 $42,192
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accruals . . . . . . . . $ 8,134 $ 8,567
Current portion of long-term debt . . . . . . 2,500 2,508
Total current liabilities . . . . . . . . . 10,634 11,075
LONG-TERM DEBT . . . . . . . . . . . . . . . . . 7,200 8,250
17,834 19,325
SHAREHOLDERS' EQUITY
Common stock, par value $0.50 a share:
Authorized 20,000,000 shares
Issued and outstanding:
1998 - 7,149,247 and
1997 - 7,128,797 . . . . . . . . . . . . 3,575 3,564
Additional paid-in capital . . . . . . . . . . 1,558 1,448
Retained earnings . . . . . . . . . . . . . . 15,679 17,681
Accumulated other comprehensive income . . . . 248 174
21,060 22,867
$38,894 $42,192
See notes to consolidated condensed financial statements
* Unaudited
</TABLE>
<p> -3-
<TABLE>
TRION, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
<CAPTION>
Nine Months
Ended September 30
1998 1997
<S> <C> <C>
OPERATING ACTIVITIES
Net income (loss). . . . . . . . . . . . . . . . . . $(1,716) $ 1,041
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation . . . . . . . . . . . . . . . . . 1,369 1,346
Amortization . . . . . . . . . . . . . . . . . 258 258
Deferred income taxes . . . . . . . . . . . . . 46 -
Changes in operating assets and liabilities:
Accounts receivable . . . . . . . . . . . . 3,574 298
Inventory and other. . . . . . . . . . . . . (914) (325)
Refundable income taxes. . . . . . . . . . . (1,470) -
Accounts payable and accrued expenses . . . (433) (177)
Foreign currency transaction loss (gain). . . . (63) (18)
Net cash provided by
operating activities . . . . . . . . . . . 651 2,423
INVESTING ACTIVITIES
Purchase of property, plant and equipment, net . . . (953) (2,636)
Net cash used by investing activities . . . (953) (2,636)
FINANCING ACTIVITIES
Net proceeds from (payments on)
master credit facility . . . . . . . . . . . . 1,442 2,000
Principal payments on long-term debt . . . . . . . . (2,500) (1,355)
Stock issued . . . . . . . . . . . . . . . . . . . . 121 177
Cash dividends paid. . . . . . . . . . . . . . . . . (286) (419)
Net cash provided (used) by
financing activities . . . . . . . . . . . (1,223) 403
Effect of foreign exchange rate changes on cash . . . . 186 (96)
Increase (decrease) in cash . . . . . . . . . . . . . . (1,339) 94
Cash and cash equivalents at beginning of period . . . 2,979 2,073
Cash and cash equivalents at end of period . . . . . . $ 1,640 $ 2,167
See notes to consolidated condensed financial statements
</TABLE>
<p> -4-
TRION, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
September 30, 1998
Note A - Subsequent Events
As previously reported, on August 14, 1998, the Company entered into an
Agreement and Plan of Merger ("Merger Agreement") with McLeod Russel Holdings
PLC ("McLeod Russel") and McLeod Russel of Pennsylvania, Inc. ("Sub"), a
wholly owned subsidiary of McLeod Russel.
On October 14, 1998, the Company, McLeod Russel and Sub mutually agreed to
terminate the Merger Agreement and entered into a Mutual Release and
Termination Agreement to that effect.
Note B - Basis of presentation
The accompanying unaudited consolidated condensed financial statements have
been prepared in accordance with the instructions to Form 10-Q and therefore
do not include all information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals and
expenses associated with the terminated McLeod Russel transaction discussed
above and other one-time charges) considered necessary for a fair presentation
have been reflected in the reported financial information. Operating results
for the nine month period ended September 30, 1998 are not necessarily
indicative of the results that may be expected for the year ending December
31, 1998. For further information, refer to the consolidated financial
statements and footnotes included in the Registrant's annual report on Form
10-K for the year ended December 31, 1997.
It is a standard and accepted practice used by the Company in the preparation
of the financial statements in conformity with generally accepted accounting
principles that estimates and assumptions are used by management that affect
the amounts reported in the financial statements. Actual results could differ
from those estimates.
Note C - Earnings per Share of Common Stock
The following tables set forth the computation of basic and diluted earnings
per share:
<TABLE>
<CAPTION>
Three Months Ended September 30
1998 1997
<S> <C> <C>
Numerator for basic and
diluted earnings per share:
Net income (loss). . . . . . . $ (744,000) $ 534,000
Denominator:
Denominator for basic
earnings per share - weighted
average shares: . . . . . . . 7,149,247 7,035,912
Effect of dilutive securities:
Employee stock options . . 57,863 83,741
Denominator for diluted
earnings per share - adjusted
weighted average shares and
assumed conversions . . . . . 7,207,110 7,119,653
Basic earnings (loss) per share . . $ (0.10) $ 0.08
Diluted earnings (loss) per share . $ (0.10) $ 0.08
</TABLE>
<p> -5-
Note D - Inventories
The Registrant does not maintain an integrated dollar perpetual inventory
system. During the interim periods, inventories are charged with actual costs
incurred and relieved at products standard costs. Such standards are updated
at least annually. Based upon the components of inventory at the preceding
physical inventory date and charges to and relief of inventories during the
interim period, the components of inventory are estimated as follows (in
thousands):
September 30 December 31
__ 1998 ___ 1997
Raw materials . . . . . . . . . . . . . $ 5,810 $ 5,169
Work-in-process and finished goods. . . 4,563 4,059
$10,373 $ 9,228
Cost of domestic inventory is determined by the last-in, first-out method. No
provision has been made during the interim period to reflect changes in last-
in, first-out values since the preceding December 31. Management believes
that such provision, if any, would not be significant.
Note E - Segment Information
Effective January 1, 1998, the Company adopted Statement of Financial
Accounting Standards No. 131, Disclosures about Segments of an Enterprise and
Related Information (SFAS 131), which is effective for years beginning after
December 15, 1997. SFAS 131 establishes standards for the way that public
business enterprises report information about operating segments in annual
financial statements and requires that those enterprises report selected
information about operating segments in interim financial reports. It also
establishes standards for related disclosures about products and services,
geographic areas and major customers. SFAS 131 is not required to be applied
to interim periods in the initial year of adoption and therefore the Company
will make the new disclosure requirements in its 1998 annual report. The
adoption of SFAS 131 did not affect results of operations or financial
position and will not have a significant effect on the Company's reported
segment disclosures in its 1998 annual report.
Supplemental information regarding the segments historically reported by the
Company are included in the Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Note F - Comprehensive Income
As of January 1, 1998, the Company adopted Statement of Financial Accounting
Standards No. 130, Reporting Comprehensive Income (SFAS 130). SFAS 130
establishes new rules for the reporting and display of comprehensive income
and its components; however, the adoption of this Statement had no impact on
the Company's net income or shareholders' equity. SFAS 130 requires
unrealized gains and losses on the Company's available-for-sale securities and
foreign currency translation adjustments, which prior adoption were reported
separately in shareholders' equity to be included in other comprehensive
income. Prior year financial statements have been reclassified to conform to
the requirements of SFAS 130.
For the three month period ended September 30, 1998 and 1997 total
comprehensive income amounted to a loss of $699,000 and income of $490,000,
respectively. Total comprehensive income for the first nine months of 1998
amounted to a loss of $1,642,000 and, in 1997, income of $840,000. The
differences between reported net income or loss and these amounts was due to
foreign currency translation adjustments.
<p> -6-
Note G - Non-recurring Charges
The three month period ended September 30, 1998 includes certain one-time
charges. The majority of these were related to the merger with McLeod Russel
and its subsequent mutual termination. These charges included expenses
incurred by the Company for legal, accounting and investment banking advice.
There were no charges for or payments made to McLeod Russel for the mutual
termination of the merger agreement. In addition, the non-recurring charges
did include one-time expenses associated with the settlement of the Carico
lawsuit, discussed further below, and the Company's pursuit of possible
recoveries from third parties, and, to a lesser extent, costs associated with
the completed consolidation effort of the Company's humidification product
line into its Sanford manufacturing facility.
In the second quarter, the Company recorded charges for the settlement of a
lawsuit. On August 10, 1998 the Company settled for $2,900,000 a lawsuit
filed on December 2, 1997 by Carico International, payable one-half by
September 9, 1998 and one-half not later than January 10, 1999. The Company
also incurred legal fees approximating $100,000 in defending such suit.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Recent Developments
As previously reported, on August 14, 1998, the Company entered into an
Agreement and Plan of Merger ("Merger Agreement") with McLeod Russel Holdings
PLC ("McLeod Russel") and McLeod Russel of Pennsylvania, Inc. ("Sub"), a
wholly owned subsidiary of McLeod Russel.
On October 14, 1998, the Company, McLeod Russel and Sub mutually agreed to
terminate the Merger Agreement and entered into a Mutual Release and
Termination Agreement to that effect.
Results of Operations
<TABLE>
SEGMENT DATA
(Unaudited)
(In thousands)
<CAPTION>
Nine Months Ended Three Months Ended
September 30 September 30 _
1998 1997 1998 1997
<S> <C> <C> <C> <C>
Net sales to unaffiliated customers:
North American Operations:
Engineered Products . . . . . . $31,952 $32,782 $ 9,194 $10,810
Consumer Products . . . . . . . 6,181 9,482 1,539 2,718
European Operations . . . . . . . 4,805 4,773 1,614 2,180
42,938 47,037 12,347 15,708
Income (loss) from operations:
North American Operations:
Engineered Products . . . . . . 3,301 3,570 622 1,149
Consumer Products . . . . . . . 190 197 (7) (65)
European Operations . . . . . . . 140 204 8 343
3,631 3,971 623 1,427
General Corporate:
Settlement of litigation and
other one-time charges. . . . . (3,973) - (873) -
Other income . . . . . . . . . . 123 69 39 36
Interest (U.S.) . . . . . . . . . (622) (738) (221) (263)
Other expense . . . . . . . . . . (2,013) (1,754) (768) (561)
(6,485) (2,423) (1,823) (788)
Income before income taxes . . . . . $(2,854) $ 1,548 $(1,200) $ 639
</TABLE>
<p> -7-
Consolidated net sales for the quarter ended September 30, 1998 were
$12,347,000 compared to $15,708,000 from the same period a year ago, a 21
percent decline from 1997. This decline was attributable to a lower sales
volume in the Company's Engineered Products segment, due to continued softness
in the semiconductor capital equipment market, and lower sales volume in the
Company's Consumer Products segment, primarily due to lower shipments to a
major retailer. Both segments were impacted by lower activity by the Asian
economies as discussed further below.
On a year to date basis, the Company's sales in 1998 were $42,938,000 as
compared to $47,037,000 in 1997. The majority of this 9% decline was due to
the previously mentioned reduction in the Consumer Products segment. Within
the Engineered Products segment, the decline in shipments of fan filter units
to customers in the semiconductor capital equipment industry was partially
offset by increases in sales of the Company's residential products.
For the full year 1997, the Company's shipments to Asia accounted for
approximately 13% of total sales. Through nine months of 1998, the level of
shipments to Asia, for both the Engineered Products segment and the Consumer
Products segment, have been down in excess of 50%.
The Company's backlog of unshipped customer orders was $5,636,000 at September
30, 1998, down from the $7,263,000 backlog reported a year ago primarily due
to the aforementioned softness in the semiconductor capital equipment market
and Asian economic crises. As compared to the Company's backlog of unshipped
customer orders at June 30, 1998, the Company's backlog has remained stable
although there has been some recent strengthening of orders from customers in
the semiconductor capital equipment market which has been offset by a decline
in orders of consumer products.
On a consolidated basis, the cost of products sold as a percentage of sales
for the three month period ended September 30, 1998 and 1997 was 66.9 percent
and 66.3 percent, respectively. The decline in the latest three month period
was primarily due to the lower sales volume and the inefficiencies created
through lower absorption of overheads which was offset by an improvement in
the product mix; with higher residential products sales and lower appliance
products sales. The cost of products sold as a percentage of sales for the
nine month period ended September 30, 1998 and 1997 was 65.3 percent and 67.1
percent, respectively. This improvement was due to several factors including:
lower Consumer Products content, which carries a higher cost of goods sold as
a percentage of sales as compared to most of the Company's other products;
significant cost improvements being achieved on the new appliance product line
as well as on the fan filter units; and a higher sales mix of residential
products, which carries a lower cost of goods sold as a percentage of sales as
compared to the Company's other product lines. These improvements on a year
to date basis were partially offset by the inefficiencies generated during the
third quarter.
Consolidated gross profit for the third quarter ended September 30, 1998 was
$4,082,000 as compared to $5,286,000 in the 1997 period, the decline due to
the lower sales volume during the third quarter and higher cost of products
sold as a percentage of sales discussed above. Consolidated gross profit for
the first nine months ended September 30, 1998 was $14,917,000 as compared to
$15,942,000 in the 1997 period, the difference being primarily attributable to
the lower sales volumes.
Consolidated selling, administration and engineering expenses declined
$193,000 during the third quarter of 1998 as compared to spending during the
<p> -8-
same quarter last year. As a percentage of net sales consolidated selling,
administration and engineering expenses increased to 33.5 percent during the
third quarter ended September 30, 1998, as compared to 27.6 percent in 1997.
This increase in the percentage is primarily attributable to the lower sales
volume. On a year to date basis, selling, administration and engineering
expenses are flat in terms of dollars spent in 1998 as compared to 1997 which
was 30.4 percent of sales in 1998 as compared to 27.7 percent of sales for
1997. The primary reasons for these increases is the lower sales volumes and
a higher mix of products having variable selling expense ratios above the
average such as the Company's residential products.
Additionally, the Company's operating efficiencies were impacted on a year to
date basis by the consolidation of the Company's Lancaster, Pennsylvania
manufacturing plant into its Sanford, North Carolina facility.
The majority of the one-time charges for the three month period ended
September 30, 1998 were merger related. Also included in one-time charges
were expenses associated with the Carico settlement and the Company's pursuit
of possible recoveries from third parties, and, to a lesser extent, costs
associated with the completed consolidation effort of the Company's
humidification product line into its Sanford manufacturing facility.
On a year to date basis, the above one-time charges also included charges
recorded for settlement of the Carico lawsuit, discussed in more detail in
Note G.
Interest expense during the third quarter and first nine months of 1998 was
$221,000 and $622,000, respectively as compared to $263,000 and $738,000 for
the second quarter and first six months of 1997, respectively. These
reductions are primarily due to lower borrowings.
Due to the resulting loss before income taxes, the Company recorded an income
tax benefit for the third quarter of $456,000. This brings the year to date
1998 income tax benefit to $1,138,000. Without the settlement of litigation
and other one-time charges, the effective income tax rate for the nine month
period would have been 30.7 percent, reflecting the impact of the income from
operations generated by the European Operations segment which has tax loss
carryforwards available, as compared to 32.8 percent a year ago.
The net loss for the third quarter ended September 30, 1998 was $744,000 as
compared to net income of $534,000 for the same period a year ago. The net
loss for the nine month period ended September 30, 1998 was $1,716,000 as
compared to net income of $1,041,000 for the same period in 1997. The
declines for both the three and nine month periods are attributable to the
settlement of litigation and other one-time charges and the lower sales volume
discussed above.
The resulting loss per share (basic and diluted) reported for the third
quarter and first nine months of 1998 were $0.10 and $0.24, respectively.
This is compared to earnings per share (basic and diluted) in 1997 of $0.08
and $0.15 for the third quarter and nine month periods, respectively.
Liquidity and Sources of Capital
The financial condition of the Company remains solid with the current ratio at
2.1 : 1 as compared to 2.2 : 1 at 1997 year-end. Working capital decreased to
$11,492,000 primarily due to the recording of the settlement of litigation and
its related partial payment. Long-term debt is at 34.2 percent of equity and
total shareholders' equity is $21,060,000.
<p> -9-
The Company's existing credit agreement expires on March 31, 1999. The
Company is currently negotiating a new credit facility with its existing
financial institutions and expects that a replacement credit facility at
substantially the same levels will be in place during the first quarter of
1999. The Company believes working capital and available lines of credit will
be adequate to meet normal operating and capital requirements in the near
term.
Implications of the Year 2000 Issue
Many existing information technology ("IT") products and systems and non-IT
products and systems containing embedded processor technology were originally
programmed to represent any date by using six digits (e.g., 12/31/99), as
opposed to eight digits (e.g., 12/31/1999). Accordingly, such products and
systems may experience miscalculations, malfunctions or disruptions when
attempting to process information containing dates that fall after December
31, 1999 or other dates, such as September 9, 1999 (9/9/99), a date
traditionally used by some computer programmers as a default. These potential
problems are collectively referred to as the "Year 2000" problem. The
following comments summarize the Company's approach and status with respect to
Year 2000 issues.
The Company uses numerous software applications and computer programs
throughout the various functions within its organization which may require
modification in order to address the Year 2000 issues.
The significant systems identified include: the primary computer system (IBM
AS400) which maintains the Company's sales, accounting and inventory records
and transactions in Sanford, North Carolina, its primary manufacturing and
headquarters location; the networked personal computer systems which maintain
engineering design software, electronic mail, and various support subsystems
including sales, accounting and inventory transactions at the other Company
locations; individual personal computers utilizing standard, off the shelf
software; and embedded non-IT microprocessors contained in production
machinery, office equipment and other such devices.
Over 90% of the software and computer programs used by the Company are
standard, off the shelf, applications, all of which has been or will be deemed
by the Company's software providers to be Year 2000 compliant by the provider.
The remaining custom software applications and code are currently undergoing a
comprehensive review and correction process which will prepare them for
compliance in early 1999. The Company is assessing and evaluating its non-IT
systems, but does not believe it will have a material adverse effect on the
Company's business, financial condition or results of operations. The Company
expects to remediate and test its non-IT systems by mid 1999.
The Company is currently in the process of assessing and evaluating it
materially significant customers and suppliers of goods and services, to
determine the ability of those entities to achieve Year 2000 compliance. As
part of the process, the Company will distribute Year 2000 compliance
questionnaires to its materially significant customers and suppliers and will
evaluate their responses. The Company will continue to assess and evaluate
the potential impact of Year 2000 issues on these entities and expects to
complete this process by early 1999.
The Company has employed third party providers in its efforts to address the
Year 2000 issue in conjunction with the Company's own information technology
<p> -10-
staff. Excluding the costs for the Company's own information technology
personnel, the total cost of compliance is expected to be approximately
$200,000 with $110,000 having been expended through September 30, 1998. All
costs have been and will be expensed as incurred and will be funded out of
normal operating cash flows.
Excluding any possible catastrophic events such as the loss of utilities or
banking, financial or communications services, the potential risks known to
the Company at this time are primarily limited to delays, disruptions or
losses resulting from information bottlenecks and the lack of computer
processing power. In order to mitigate the risk to the greatest extent
possible, the Company would be prepared to track mission-critical information
manually. Such information includes recording customer orders, purchasing
needed materials from suppliers, issuing payments for purchases/payroll, and
creating customer invoices/collections. The Company believes its current
workforce and the employment pool available in the area is sufficiently
skilled to accommodate such a demand. Although the Company has few sole-
source components, in the case of vendors or suppliers that are found to be
non compliant, the Company will either ensure stocking levels of related
inventory items are increased or identify and certify alternative suppliers
prior to January 2000. The Company will continue to evaluate its contingency
planning activities as more information becomes available. At this time, the
total cost of the risks to the Company is not anticipated to have a material
adverse effect on the business, financial condition or results of operations
of the Company.
The foregoing discussion contains forward-looking statements about the
Company's financial condition and results of operations, which are subject to
certain risks and uncertainties that could cause actual results to differ
materially from those reflected in the forward-looking statements. Readers
are cautioned not to place undue reliance on these forward-looking statements,
which reflect management's judgment only as of the date hereof. The Company
undertakes no obligation to publicly revise these forward-looking statements
to reflect events and circumstances that arise after the date hereof. Factors
that may cause the Company's actual results to differ materially from those
anticipated in forward-looking statements include the following: generally
adverse economic and industry conditions, including a decline in demand for
IAQ products or significant changes in preferences in or use of such products;
changes in the competitive environment, including increased competition in the
Company's primary markets and consolidation in the air quality industry;
economic or political changes in the countries in which the Company operates
or adverse trade regulations; and non-availability of resources for the
Company, or its suppliers and customers, to complete their respective Year
2000 compliance effectively.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
<p> -11-
PART II
Item 6(a). Exhibits
The following exhibits are filed herewith:
10.1 Second Amended and Restated Employment Agreement with
Steven L. Schneider
27 Financial Data Schedule
99.1 Press Release Dated November 4, 1998
Item 6(b). Report on Form 8-K
There were two reports on Form 8-K filed by the Registrant during the
period covered by this report:
August 28, 1998; Items 5 and 7
October 16, 1998; Items 5 and 7
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.
TRION, INC.
(Registrant)
Date: November 16, 1998 /s/ Steven L. Schneider
Steven L. Schneider
President and
Chief Executive Officer
Date: November 16, 1998 /s/ Calvin J. Monsma
Calvin J. Monsma
Vice President and
Chief Financial Officer
<p> -12-
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT, made and
entered into as of the 20 th day of May, 1998 by and between TRION, INC.
(hereinafter called the "Company"), a Pennsylvania corporation with principal
executive offices in Sanford, North Carolina,
a
n
d
STEVEN L. SCHNEIDER, an individual residing in Sanford, North
Carolina (hereinafter called the "Executive");
WITNESSETH THAT:
WHEREAS, the Executive has been employed by the Company as its
President and Chief Executive Officer since May 24, 1993, originally under an
Employment Agreement dated March 31, 1993 (the "Original Employment
Agreement") and subsequently under an Amended and Restated Employment
Agreement dated July 28, 1995 (the "First Amended and Restated Employment
Agreement"); and
WHEREAS, the Company desires to continue such employment and the
Executive desires to continue to serve in the aforesaid capacity under the
amended and restated terms and conditions provided in this Second Amended and
Restated Employment Agreement; and
WHEREAS, the execution and delivery of this Second Amended and
Restated Employment Agreement have been duly authorized by the Compensation
Committee (the "Committee") of the Company's Board of Directors (the "Board")
and ratified by the Board;
NOW, THEREFORE, the Company and the Executive, each intending to be
legally bound, hereby mutually covenant and agree as follows:
1. Term. The term of the Executive's employment, which commenced under
the Original Employment Agreement on May 24, 1993 (the "Commencement Date"),
shall continue through May 24, 1998 under this Second Amended and Restated
Employment Agreement, subject to the further extension of such term as
hereinafter provided and earlier expiration of such term as provided in
Paragraph 5. The term of this Second Amended and Restated Employment
Agreement shall be extended automatically for one (1) year as of May 24, 1998
and each annual anniversary date thereof unless, no later than ninety (90)
days prior to any such date, either the Board, on behalf of the Company, or
the Executive, gives written notice to the other, in accordance with Paragraph
12, that the term of this Second Amended and Restated Employment Agreement
shall not be so extended.
2. Duties. During the period of employment as provided in Paragraph 1
hereof, the Executive shall serve as President and Chief Executive Officer of
the Company and perform all duties consistent with such positions at the
direction of the Board. In addition, the Executive shall serve as a member of
the Board (and of any committees thereof to which the Executive is appointed).
The Executive shall devote his entire time during reasonable business hours
(reasonable sick leave and vacations excepted) and best efforts to fulfill
faithfully, responsibly and satisfactorily his duties hereunder.
3. Base Salary. For services performed by the Executive for the Company
pursuant to this Second Amended and Restated Employment Agreement during the
period of employment as provided in Paragraph 1 hereof, the Company shall pay
the Executive a base salary of at least $214,000 per year (the "Base Salary"),
subject to review and adjustment by the Board or the Committee and payable in
accordance with the Company's regular practices. Any compensation which may
be paid to the Executive under any additional compensation or incentive plan
of the Company or which may be otherwise authorized from time to time by the
Board (or an appropriate committee thereof) shall be in addition to the Base
Salary to which the Executive shall be entitled under this Second Amended and
Restated Employment Agreement.
4. Other Benefits. In addition to the Base Salary to be paid to the
Executive pursuant to Paragraph 3 hereof, the Executive shall also be entitled
to the following:
(a) Participation in Plans. The Executive shall be eligible for
participation in any bonus, incentive, stock option or similar plan or program
now in effect or hereafter established by the Company in the same manner and
to the same extent as, and subject to the same criteria pertaining to, other
senior executives of the Company. To the extent he is otherwise qualified to
do so, the Executive shall also participate in the various retirement, benefit
and other plans maintained in force by the Company from time to time.
(b) Fringe Benefits. The Executive shall be entitled to perquisites
of office, fringe benefits and other similar benefits consistent with the
Company's present practices.
(c) Expense Reimbursement. The Company shall reimburse the
Executive, upon proper accounting, for reasonable business expenses and
disbursements incurred by him in the course of the performance of his duties
under this Second Amended and Restated Employment Agreement.
(d) Vacation. The Executive shall be entitled to three (3) weeks of
vacation during each year of this Second Amended and Restated Employment
Agreement, or such greater period as the Board shall approve, without
reduction in salary or other benefits.
(e) Automobile Allowance. The Executive shall receive an annual
automobile allowance of $8,000, payable in equal monthly installments.
5. Termination. Unless earlier terminated in accordance with the
following provisions of this Paragraph 5, the Company shall continue to employ
the Executive and the Executive shall remain employed by the Company during
the entire term of this Second Amended and Restated Employment Agreement as
set forth in Paragraph 1. Paragraph 6 hereof sets forth certain obligations
of the Company in the event that the Executive's employment hereunder is
terminated. Certain capitalized terms used in this Paragraph 5 and Paragraph
6 hereof are defined in Paragraph 5(c) below.
(f) Death or Disability. Except to the extent otherwise expressly
stated herein, this Second Amended and Restated Employment Agreement shall
terminate immediately as of the Date of Termination in the event of the
Executive's death or in the event that the Executive becomes disabled. The
Executive will be deemed to be disabled upon the earlier of (i) the end of a
six (6) consecutive month period during which, by reason of physical or mental
injury or disease, the Executive has been unable to perform substantially the
Executive's usual and customary duties under this Second Amended and Restated
Employment Agreement and (ii) the date that the Board determines, on the basis
of such evidence as it may reasonably deem sufficient, that the Executive
will, by reason of physical or mental injury or disease, be unable to perform
substantially the Executive's usual and customary duties under this Second
Amended and Restated Employment Agreement for a period of at least six (6)
consecutive months. The Board shall promptly give the Executive written
notice of any such determination of the Executive's disability and of its
decision to terminate the Executive's employment by reason thereof. In the
event of disability, until the Date of Termination the Base Salary payable to
the Executive under Paragraph 3 hereof shall be reduced dollar-for-dollar by
the amount of disability benefits, if any, paid to the Executive in accordance
with any disability policy or program of the Company.
(g) Discharge for Cause. The Board may discharge the Executive from
his employment hereunder for Cause. Any discharge of the Executive by the
Board for Cause shall be communicated in writing to the Executive in
accordance with Paragraph 12 of this Agreement.
(h) Definitions. For purposes of this Paragraph 5 and Paragraph 6
hereof, the following capitalized terms shall have the meanings set forth
below:
(i) "Accrued Obligations" shall mean, as of the Date of
Termination, the sum of (A) the Executive's Base Salary under Paragraph 3
through the Date of Termination to the extent not theretofore paid, (B) the
amount of any bonus, incentive compensation, deferred compensation and other
cash compensation accrued by the Executive as of the Date of Termination to
the extent not theretofore paid and (C) any vacation pay, expense
reimbursements and other cash entitlements accrued by the Executive as of the
Date of Termination to the extent not theretofore paid.
(ii) "Cause" shall mean conviction of the Executive of (or a
plea of no contest with respect to) a felony or a misdemeanor involving moral
turpitude or a determination by the Board or the Committee that the Executive
has engaged in serious misconduct (such as dishonesty, insubordination,
willful failure to perform a material or significant portion of his duties or
other act or omission materially detrimental to the business or reputation of
the Company or materially damaging to the relationships of the Company with
its customers, suppliers or employees).
(iii) "Date of Termination" shall mean (A) in the event of a
discharge of the Executive by the Board or a resignation by the Executive, the
date the Executive (in the case of discharge) or the Company (in the case of
resignation) receives written notice of such termination of employment or any
later date specified therein (which date shall be not more than fifteen (15)
days after the giving of such notice), (B) in the event of the Executive's
death, the date of the Executive's death, and (C) in the event of termination
of the Executive's employment by reason of disability pursuant to Paragraph
5(a), the date the Executive receives written notice of such termination.
(iv) "Discharge For Cause" shall mean a termination by the
Company of the Executive's employment for Cause pursuant to Paragraph 5(b).
(v) Resignation With Good Reason shall mean any termination by
the Executive of the Executive's employment within one (1) year after the
occurrence of any of the following:
(A) A substantial reduction in the Base Salary under
Paragraph 3, benefits or perquisites provided the Executive;
(B) A relocation of the Executive's principal
place of business to a location which is more than 50 miles from its
current location;
(C) The assignment to the Executive of any duties
inconsistent in any respect with the Executive's current position
with the Company (including status, offices, titles and reporting
requirements), or any action by the Company which results in
diminution in such positions, or the Executive's current authority,
duties or responsibilities, but excluding for this purpose any
isolated, insubstantial and inadvertent action not taken in bad faith
and which is remedied by the Company, promptly after receipt of
written notice thereof given by the Executive in accordance with this
Agreement; or
(D) Any failure by the Company to comply with and
satisfy Paragraph 10(c) of this Second Amended and Restated Employment
Agreement.
(E) The giving of notice to the Executive by the Company,
pursuant to Paragraph 1, that the term of this Second Amended and
Restated Employment Agreement shall not be extended in accordance
with Paragraph 1.
(vi) "Termination Without Cause" shall mean a discharge by the
Company of the Executive from his employment without Cause.
6. Obligations of the Company Upon Termination.
(a) Death, Disability, Resignation (Other Than a Resignation With
Good Reason) or Discharge For Cause. If the Executive's employment with the
Company terminates because of death, disability, resignation (other than a
Resignation With Good Reason) or a Discharge For Cause:
(i) the Company shall pay to the Executive all Accrued
Obligations in a lump sum in cash within thirty (30) days after the Date of
Termination; and
(ii) the Executive shall be entitled to receive all benefits
accrued by him as of the Date of Termination under the Company's retirement,
incentive, or other benefit plans in which the Executive was participating as
of the Date of Termination, including accrued benefits payable by reason of
the Executive's death or disability, if applicable (but only to the extent not
previously paid or distributed to the Executive) in such manner and at such
time as are provided under the terms of such plans and arrangements; and
(iii) except as otherwise provided in Paragraph 15 hereof, all
other obligations of the Company hereunder shall cease forthwith.
(b) Termination Without Cause or Resignation With Good Reason. In
the event of a Termination Without Cause (other than in the case of
disability) or a Resignation With Good Reason:
(i) the Company shall pay all Accrued Obligations to the
Executive in a lump sum in cash within thirty (30) days after the Date of
Termination; and
(ii) an amount equal to the product of three (3) times the sum
of (A) the highest Base Salary during the term of this Second Amended and
Restated Employment Agreement and (B) the full "Target Award" fixed for the
Executive for the then current fiscal year shall be paid to the Executive in a
lump sum in cash within thirty (30) days after the Date of Termination; and
(iii) an incentive bonus equal to the full "Target Award"
fixed for the Executive for the then current fiscal year multiplied by a
fraction, the numerator of which is the number of days in the then current
fiscal year through the Date of Termination and the denominator of which is
365, shall be paid to the Executive in a lump sum in cash within thirty (30)
days after the Date of Termination; and
(iv) an amount equal to the sum of (A) the maximum
contributions that could have been made by the Company on the Executive's
behalf to all defined contribution plans of the Company (assuming that the
Executive had made the maximum allowable contributions to such plans) and (B)
the present value of the benefits that the Executive could have accrued under
all defined benefit plans of the Company, had the Executive continued to
participate in such plans for the three (3)-year period following the Date of
Termination, shall be paid to the Executive in a lump sum in cash within
thirty (30) days after the Date of Termination; and
(v) for a period of two (2) years, the Company shall arrange
to provide the Executive, at the Company's cost, with life, disability and
health-and-accident insurance coverage providing substantially similar
benefits to those which the Executive was receiving immediately prior to the
Date of Termination, to the extent the Company continues to maintain benefit
plans providing for such benefits for executives generally; provided, however,
that the Company may cease providing such benefits at such time as the
Executive is provided with substantially equivalent benefits by another
employer; and
(vi) the Executive shall be entitled to receive all benefits
accrued by him as of the Date of Termination under the Company's retirement,
incentive or other benefit plans in which the Executive was participating as
of the Date of Termination (but only to the extent not previously paid or
distributed to the Executive) in such manner and at such time as are provided
under the terms of such plans; and
(vii) except as otherwise provided in Paragraph 15 hereof, all
other obligations of the Company hereunder shall cease forthwith.
(d) Limitation on Payments. Notwithstanding the foregoing or any
other provision of this Second Amended and Restated Employment Agreement to
the contrary, if tax counsel selected by the Company and acceptable to the
Executive determines that any portion of any payment under this Second Amended
and Restated Employment Agreement would constitute an "excess parachute
payment," then the payments to be made to the Executive under this Second
Amended and Restated Employment Agreement shall be reduced (but not below
zero) such that the value of the aggregate payments that the Executive is
entitled to receive under this Second Amended and Restated Employment
Agreement and any other agreement or plan or program of the Company shall be
one dollar ($1) less than the maximum amount of payments which the Executive
may receive without becoming subject to the tax imposed by Section 4999 of the
Internal Revenue Code; provided, however, that the foregoing limitation shall
not apply in the event that such tax counsel determines that the benefits to
the Executive under this Second Amended and Restated Employment Agreement on
an after-tax basis (i.e., after federal, state and local income and excise
taxes) if such limitation is not applied would exceed the after-tax benefits
to the Executive if such limitation is applied.
7. Indemnification. The Company shall defend and hold the Executive
harmless to the fullest extent permitted by applicable law in connection with
any claim, action, suit, investigation or proceeding arising out of or
relating to performance by the Executive of services for, or action of the
Executive as a Director, officer or employee of the Company, or of any other
person or enterprise for which the Executive serves or acts in such capacity
at the request of the Company. Expenses incurred by the Executive in
defending a claim, action, suit or investigation or criminal proceeding shall
be paid by the Company in advance of the final disposition thereof upon the
receipt by the Company of an undertaking by or on behalf of the Executive to
repay said amount if it shall ultimately be determined that the Executive is
not entitled to be indemnified hereunder. The foregoing shall be in addition
to any indemnification rights the Executive may have by law, contract,
charter, by-law or otherwise.
8. Confidential Information. The Executive will not, during or after
the term of this Second Amended and Restated Employment Agreement, disclose to
any firm or person any information, except as otherwise required by law,
including but not limited to information about the Company, its affiliates and
its customers, that is treated as confidential by the Company or an affiliate,
to which the Executive has gained or gains access by reason of his position as
an employee of the Company or of an affiliate of the Company. Except as
otherwise required by law, the Company will not, without the Executive's
written consent, disclose to any person any personal or confidential
information about the Executive.
9. Right to Injunctive Relief. The Executive acknowledges that the
Company will suffer irreparable injury, not readily susceptible of valuation
in monetary damages, if the Executive breaches any of his obligations under
Paragraph 8 above. Accordingly, the Executive agrees that the Company will be
entitled to seek injunctive relief against any breach or prospective breach by
the Executive of the Executive's obligations under Paragraph 8 in any Federal
or State court of competent jurisdiction sitting in the State of North
Carolina. The Executive hereby submits to the jurisdiction of such courts for
the purposes of any actions or proceedings instituted by the Company to obtain
such injunctive relief, and agrees that process may be served on the Executive
by registered mail, addressed to the last address of the Executive known to
the Company, or in any manner authorized by law.
10. Successors. (a) This Second Amended and Restated Employment
Agreement is personal to the Executive and without the prior written consent
of the Company shall not be assignable by the Executive otherwise than by will
or the laws of descent and distribution. This Second Amended and Restated
Employment Agreement shall inure to the benefit of and be enforceable by the
Executive's legal representatives.
(b) This Second Amended and Restated Employment Agreement shall
inure to the benefit of and be binding upon the Company and its successors and
assigns.
(c) The Company shall require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to assume
expressly and agree to perform this Second Amended and Restated Employment
Agreement in the same manner and to the same extent that the Company would be
required to perform it if no such succession had taken place. As used in this
Second Amended and Restated Employment Agreement, "Company" shall mean the
Company as hereinbefore defined and any successor to its business and/or
assets as aforesaid which assumes and agrees to perform this Second Amended
and Restated Employment Agreement by operation of law, or otherwise.
11. Notices. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given if
delivered by hand or mailed within the continental United States by first
class certified mail, return receipt requested, postage prepaid, addressed as
follows:
(a) to the Company or the Board, to:
Trion Inc.
101 McNeill Road
P.O. Box 760
Sanford, North Carolina 27331-0760
Attention: Trion Inc.
Board of Directors
c/o Corporate Secretary
(b) to the Executive, to:
Steven L. Schneider
1706 Wilkins Drive
Sanford, North Carolina 27330
Addresses may be changed by written notice sent to the other party at the last
recorded address of that party.
12. Execution in Counterparts. This Second Amended and Restated
Employment Agreement may be executed by the parties hereto in two or more
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall constitute one and the same instrument, and all signatures
need not appear on any one counterpart.
13. Unconditional Obligations; Dispute Resolution. The Company's
obligation to make the payments provided for under this Second Amended and
Restated Employment Agreement and otherwise to perform its obligations
hereunder shall not be affected by any set-off, counterclaim, recoupment,
defense or other claim, right or action which the Company may have against the
Executive or others. Any controversy or claim arising out of or relating to
this Second Amended and Restated Employment Agreement or the breach thereof
(including the arbitrability of any controversy or claim), shall be settled by
arbitration in accordance with the internal laws of the State of North
Carolina by three arbitrators, one of whom shall be appointed by the Board,
one by the Executive and the third of whom shall be appointed by the first two
arbitrators. If the first two arbitrators cannot agree on the appointment of
a third arbitrator, then the third arbitrator shall be appointed by the
American Arbitration Association. The arbitration shall be conducted in
accordance with the rules of the American Arbitration Association, except with
respect to the selection of arbitrators which shall be as provided in this
Paragraph 13. The cost of any arbitration proceeding hereunder shall be borne
equally by the Company and the Executive. The award of the arbitrators shall
be binding upon the parties. Judgment upon the award rendered by the
arbitrators may be entered in any court having jurisdiction thereof.
14. Jurisdiction and Governing Law. Jurisdiction over disputes with
regard to this Second Amended and Restated Employment Agreement shall be
exclusively in the courts of the State of North Carolina, and this Second
Amended and Restated Employment Agreement shall be construed and interpreted
in accordance with and governed by the laws of the State of North Carolina,
other than the conflict of laws provisions of such laws.
15. Survival. The provisions of this Paragraph 15 and Paragraphs 6
through 10, 13, 14, 16, and 17 shall survive the termination of this Second
Amended and Restated Employment Agreement to the extent necessary to
effectuate the respective purposes of such provisions.
16. Severability. If any provision of this Second Amended and Restated
Employment Agreement shall be adjudged by any court of competent jurisdiction
to be invalid or unenforceable for any reason, such judgment shall not affect,
impair or invalidate the remainder of this Second Amended and Restated
Employment Agreement.
17. Miscellaneous. This Second Amended and Restated Employment
Agreement, and any Stock Option Agreements between the parties hereto, embody
the entire understanding of the parties hereto, and supersede all other oral
or written agreements or understandings between them regarding the subject
matter hereof. No change, alteration or modification hereof may be made
except in a writing, signed by each of the parties hereto. The headings in
this Second Amended and Restated Employment Agreement are for convenience of
reference only and shall not be construed as part of this Second Amended and
Restated Employment Agreement or to limit or otherwise affect the meaning
hereof.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Second Amended and Restated Employment Agreement as of the day and year first
above written.
Attest: TRION INC.
__________________________ By:________________________________
Title:_____________________________
WITNESS: EXECUTIVE
__________________________ ___________________________________
Steven L. Schneider
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-30-1998
<CASH> 1,640,000
<SECURITIES> 0
<RECEIVABLES> 8,537,000
<ALLOWANCES> 296,000
<INVENTORY> 10,373,000
<CURRENT-ASSETS> 22,126,000
<PP&E> 25,170,000
<DEPRECIATION> 15,180,000
<TOTAL-ASSETS> 38,894,000
<CURRENT-LIABILITIES> 10,634,000
<BONDS> 3,200,000
0
0
<COMMON> 3,575,000
<OTHER-SE> 17,485,000
<TOTAL-LIABILITY-AND-EQUITY> 38,894,000
<SALES> 42,938,000
<TOTAL-REVENUES> 42,938,000
<CGS> 28,021,000
<TOTAL-COSTS> 45,792,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 27,000
<INTEREST-EXPENSE> 622,000
<INCOME-PRETAX> (2,854,000)
<INCOME-TAX> (1,138,000)
<INCOME-CONTINUING> (1,716,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,716,000)
<EPS-PRIMARY> (.24)
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</TABLE>
Exhibit 99.1
For more information contact:
C. J. Monsma (919/775-2201)
FOR IMMEDIATE RELEASE
TRION EXPLORES STRATEGIC OPTIONS AND SUSPENDS QUARTERLY DIVIDEND
Sanford, NC, November 4, 1998 - TRION, INC. (NASDAQ: TRON)
With the termination of the McLeod Russel merger agreement on October
15, 1998, Trion's Board of Directors has reviewed the strategic
alternatives available to the Company. Given the Company's current
share price as well as the long-term outlook for its business and
industry, the primary objective established by the Board is to maximize
shareholder value. The Board has determined not to pursue a sale of the
Company at this time, pending year-end results; however, the Board will
consider unsolicited expressions of interest it might receive from third
parties. Management's immediate focus is on growing the business in the
attractive end markets that enhance profitability including HEPA/ULPA
filtration, residential IAQ products and dust collection.
Steven L. Schneider, President and Chief Executive Officer, stated:
"Based on the solid performance of our traditional residential and
commercial/industrial markets in North America and Europe, and if the
Asian market stabilizes and the developing improvements in the
microelectronics market continue, we believe our strategic focus will be
successful."
(more)
Page 2
November 4, 1998
Trion, Inc.
Trion's Board also voted to suspend the quarterly dividend indefinitely.
The previous quarter's dividend was precluded by the merger agreement
with McLeod Russel which was subsequently terminated on a mutual basis.
The cash retained by suspending the dividend will be reinvested in the
Company for future growth and debt repayment.
Forward looking statements in this release are made pursuant to the safe
harbor provisions of the U.S. Private Securities Litigation Reform Act
of 1995. Such forward looking statements involve risks, uncertainties
and other factors which may cause the actual results, performance or
achievements of the Company to be materially different from any future
results, performance or achievements expressed or implied by such
statements.
These factors include, among others, the following: general economic and
business conditions; success of operating initiatives; changes in
business strategy or plans; availability, terms and development of
capital; and other factors described in filings of the Company with the
S.E.C. The Company undertakes no obligation to publicly update or
revise any forward looking statements, whether as a result of new
information, future events or otherwise.
Trion, a leader in indoor air quality (IAQ) since 1947, specializes in
products that focus on health and safety with specific emphasis on the
environment in industry and the home. Trion is a publicly traded
company and is listed as TRON on the NASDAQ exchange.
###
