Trio-Tech International 8-K, filed Nov 17, 2020
Trio-Tech International (TRT)
8-K
2020-11-17
For: 2020-11-13
View Original
Added on
April 06, 2026
About this 8-K
Trio-Tech International filed this 8-K on November 17, 2020, reporting on events of November 13, 2020.
Items reported
- Item 2.02: Financial results
- Item 9.01: Financial statements and exhibits
UNITED
STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT
TO SECTION 13 OR
15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported): November 13,
2020
TRIO-TECH
INTERNATIONAL
(Exact Name of Registrant as
Specified in Its Charter)
California
(State or Other Jurisdiction of
Incorporation)
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95-2086631
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(Commission File
Number)
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(IRS Employer Identification
No.)
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Block 1008 Toa Payoh North, Unit
03-09 Singapore
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318996
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(Address of Principal Executive
Offices)
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(Zip Code)
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(65)6265
3300
(Registrant’s Telephone
Number, Including Area Code)
_________________________________________
(Former Name or Former
Address, if Changed Since Last Report)
Check the appropriate box below if
the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following
provisions (see General
Instruction A.2. below):
☐
Written communications pursuant to
Rule 425 under the Securities Act (17 CFR
230.425)
☐
Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
☐
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Securities registered or to be
registered pursuant to Section 12(b) of the
Act:
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Title of each
class
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Trading
Symbol(s)
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Name of each exchange on which
registered
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Common Stock, no par
value
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TRT
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NYSE American
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Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of
the Securities Act of 1933 (17 CFR 230.405) or Rule 12b2 of the
Securities Exchange Act of 1934 (17 CFR 240.12b2) Emerging growth
company ☐
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the
extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a)
of the Exchange Act ☐
Item 2.02 Results of Operations and
Financial Conditions
On November
13, 2020, Trio-Tech International issued a press release announcing
its financial results for the fiscal quarter ended September 30,
2020. A copy of the press release is attached as Exhibit
99.1.
The
information in this Current Report, including the exhibit hereto,
is being furnished and shall not be deemed “filed” for
the purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that Section. The information in this Current
Report, including the exhibit hereto, shall not be incorporated by
reference into any filings under the Securities Act of 1933, as
amended, or the Exchange Act, regardless of any general
incorporation language in such filing.
Item 9.01 Financial Statements and
Exhibits
(d) Exhibits
99.1 Press Release of Trio-Tech
International dated November 13, 2020
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 hereunto
duly authorized.
Date:
November 17,
2020
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TRIO-TECH
INTERNATIONAL
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By: /s/ VICTOR H.M.
TING
Name: Victor H.M.
Ting,
Title: Vice
President and Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number
Description
99.1
Press
Release of Trio-Tech International dated November 13,
2020
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LOS
ANGELES
SINGAPORE
KUALA
LUMPUR
INDONESIA
BANGKOK
SUZHOU
TIANJIN
CHONGQING
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FOR IMMEDIATE
RELEASE
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Company
Contact:
A. Charles Wilson
Chairman
(818) 787-7000
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Investor
Contact:
Berkman Associates
(310) 927-3108
info@BerkmanAssociates.com
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Trio-Tech Reports First Quarter
Results
Van Nuys, CA -- November 13, 2020
– Trio-Tech International
(NYSE MKT: TRT) today announced financial results for the
first quarter of fiscal 2021 ended September 30, 2020.
Total
revenue for the three months ended September 30, 2020 decreased 30%
to $6,841,000. This compares to total revenue of $9,823,000 for the
first quarter of fiscal 2020. Revenue in each of the
Company’s operating segments -- manufacturing, testing
services, and distribution – decreased in this year’s
first quarter versus the same period of last fiscal year, primarily
reflecting the impact of the global Covid-19 pandemic.
Overall
gross margin decreased to $1,518,000, or 22% of revenue, compared
to $2,252,000, or 23% of revenue, for the first quarter last fiscal
year.
Operating expenses
for the first quarter of fiscal 2021 decreased 9% to $1,845,000, or
27% of revenue, compared to $2,030,000, or 21% of revenue, for the
first quarter of fiscal 2020.
The
operating loss for this year’s first quarter was $327,000.
This compares to operating income of $222,000 for the same quarter
a year ago.
Total other income was $174,000 for the first
quarter of fiscal 2021 compared to $42,000 for the same quarter
last year. Other income for this year’s first quarter
included government assistance of $142,000 for Trio-Tech’s Singapore and Malaysia
operations to mitigate the adverse impact on the business from the
pandemic. There was no such assistance in the same quarter last
year.
The net
loss for the first quarter of fiscal 2021 was $8,000, or $0.00 per
share. This compares to net income for the first quarter of fiscal
2020 of $273,000, or $0.07 per diluted share.
Shareholders'
equity at September 30, 2020 was $25,538,000, or $6.93 per
outstanding share, compared to $25,146,000, or $6.84 per
outstanding share, at June 30, 2020. There were approximately
3,685,555 and 3,673,055 common shares outstanding at September 30,
2020 and June 30, 2020, respectively.
CEO
Comments
S.W.
Yong, Trio-Tech's CEO, said, "The global Covid-19 pandemic had a
dramatic impact on Trio-Tech’s first quarter performance.
While we posted a small net loss in this difficult operating
environment, our significant accomplishments include improvements
in gross margins in the manufacturing and distribution segments and
positive cash flow for the quarter. As the pandemic has yet to run
its course, we will continue to adjust operating expenses wherever
possible to insure Trio-Tech’s future success.
(more)
16139
Wyandotte Street, Van Nuys, CA 91406, USA ● TEL: (818)
787-7000 ● FAX (818) 787-9130
November 13,
2020
Page
Two
About Trio-Tech
Established in 1958, Trio-Tech International is
located in Van Nuys, California, with its Principal Executive
Office and regional headquarter in Singapore. Trio-Tech
International is a diversified business group with interests in
semiconductor testing services, manufacturing and distribution of
semiconductor testing equipment, and real estate. Our subsidiary
locations include Tianjin, Suzhou, Chongqing in China, as well as
Kuala Lumpur Malaysia and Bangkok Thailand. Further information
about Trio-Tech's semiconductor products and services can be
obtained from the Company's Web site at www.triotech.com
and www.universalfareast.com.
Forward Looking Statements
This press release contains statements that are forward looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995 and may contain forward looking statements
within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, and assumptions regarding future activities and results of
operations of the Company. In light of the "safe harbor" provisions
of the Private Securities Litigation Reform Act of 1995, the
following factors, among others, could cause actual results to
differ materially from those reflected in any forward looking
statements made by or on behalf of the Company: market acceptance
of Company products and services; changing business conditions or
technologies and volatility in the semiconductor industry, which
could affect demand for the Company's products and services; the
impact of competition; problems with technology; product
development schedules; delivery schedules; changes in military or
commercial testing specifications which could affect the market for
the Company's products and services; difficulties in profitably
integrating acquired businesses, if any, into the Company; risks
associated with conducting business internationally and especially
in Asia, including currency fluctuations and devaluation, currency
restrictions, local laws and restrictions and possible social,
political and economic instability; changes in U.S. and global
financial and equity markets, including market disruptions and
significant interest rate fluctuations; public health issues
related to the COVID-19 pandemic; and other economic, financial and
regulatory factors beyond the Company's control. Other than
statements of historical fact, all statements made in this
Quarterly Report are forward looking, including, but not limited
to, statements regarding industry prospects, future results of
operations or financial position, and statements of our intent,
belief and current expectations about our strategic direction,
prospective and future financial results and condition. In some
cases, you can identify forward looking statements by the use of
terminology such as "may," "will," "expects," "plans,"
"anticipates," "estimates," "potential," "believes," "can impact,"
"continue," or the negative thereof or other comparable
terminology. Forward looking statements involve risks and
uncertainties that are inherently difficult to predict, which could
cause actual outcomes and results to differ materially from our
expectations, forecasts and assumptions.
(tables
attached)
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TRIO-TECH INTERNATIONAL AND SUBSIDIARIES
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CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
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UNAUDITED (IN THOUSANDS, EXCEPT EARNINGS PER SHARE)
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Three Months Ended
September 30,
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Revenue
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2020
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2019
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Manufacturing
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$2,625
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$3,317
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Testing services
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2,954
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4,390
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Distribution
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1,258
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2,099
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Real
estate
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4
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17
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6,841
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9,823
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Cost of Sales
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Cost of manufactured
products sold
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1,937
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2,555
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Cost of testing services rendered
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2,322
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3,191
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Cost
of distribution
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1,047
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1,807
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Cost
of real estate
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17
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18
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5,323
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7,571
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Gross Margin
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1,518
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2,252
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Operating Expenses:
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General and administrative
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1,660
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1,788
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Selling
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111
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190
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Research and development
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75
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76
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Gain
on
disposal of property, plant and equipment
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(1)
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(24)
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Total operating expenses
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1,845
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2,030
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(Loss)
Income from Operations
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(327)
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222
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Other Income (Expenses)
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Interest expenses
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(37)
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(68)
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Other income, net
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211
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110
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Total other income
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174
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42
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(Loss)
Income from Continuing Operations before Income Taxes
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(153)
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264
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Income Tax
Expense
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(7)
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--
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(Loss)
Income from Continuing Operations before Non-controlling Interest, net of tax
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(160)
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264
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Loss from discontinued operations, net of tax
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(6)
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(1)
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NET (LOSS)
INCOME
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(166)
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263
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Less: Net loss attributable to the non-controlling interest
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(158)
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(10)
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Net (Loss)
Income attributable to Trio-Tech International
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(8)
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273
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Net (Loss)
Income Attributable to Trio-Tech International:
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(Loss)
Income from continuing operations, net of tax
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(5)
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274
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Loss from discontinued operations, net of tax
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(3)
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(1)
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Net (Loss)
Income Attributable to Trio-Tech International
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$(8)
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$273
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Earnings per share
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Basic earnings per share
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$0.00
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$0.07
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Diluted earnings per share
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$0.00
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$0.07
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Weighted Average Shares Outstanding - Basic
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3,686
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3,673
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Weighted Average Shares Outstanding - Diluted
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3,766
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3,690
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TRIO-TECH INTERNATIONAL AND SUBSIDIARIES
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CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
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UNAUDITED (IN THOUSANDS, EXCEPT EARNINGS PER SHARE)
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Three Months Ended
September
30,
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2020
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2019
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Comprehensive (Loss)
Income Attributable to Trio-Tech International:
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Net (loss)
income
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$(166)
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$263
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Foreign currency translation, net of tax
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640
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(563)
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Comprehensive Income
(Loss)
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474
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(300)
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Less: comprehensive (loss)
income
attributable to non-controlling interests
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(122)
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9
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Comprehensive Income
(Loss) Attributable to Trio-Tech International
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$596
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$(309)
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TRIO-TECH INTERNATIONAL AND SUBSIDIARIES
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CONDENSED
CONSOLIDATED BALANCE SHEETS
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(IN THOUSANDS, EXCEPT NUMBER OF SHARES)
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Sep.
30,
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Jun.
30,
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2020
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2020
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ASSETS
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(Unaudited)
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CURRENT
ASSETS:
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Cash and cash equivalents
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$4,849
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$4,150
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Short-term deposits
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6,678
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6,697
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Trade accounts receivable, net
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5,745
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5,951
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Other receivables
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905
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998
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Inventories, net
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1,872
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1,922
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Prepaid expenses and other current assets
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417
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482
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Total current assets
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20,466
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20,200
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Deferred tax assets
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276
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247
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Investment properties, net
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699
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690
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Property, plant and equipment, net
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10,135
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10,310
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Operating lease
right-of-use assets
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819
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944
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Other assets
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1,738
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1,609
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Restricted term deposits
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1,695
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1,660
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Total non-current assets
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15,362
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15,460
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TOTAL ASSETS
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$35,828
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$35,660
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LIABILITIES AND SHAREHOLDERS’ EQUITY
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CURRENT LIABILITIES:
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Lines of credit
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$--
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$172
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Accounts payable
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2,024
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2,590
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Accrued expenses
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3,549
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3,005
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Income taxes payable
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360
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344
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Current portion of bank loans payable
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425
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370
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Current portion of finance leases
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224
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231
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Current portion of operating leases
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425
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477
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Current
portion of PPP loan
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121
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54
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Total current liabilities
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7,128
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7,243
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Bank loans payable, net of current portion
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1,956
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1,836
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Finance leases, net of current portion
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394
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435
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Operating
leases, net of current portion
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394
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467
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Income
taxes payable
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385
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430
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PPP
loan, net of current portion
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--
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67
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Other non-current liabilities
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33
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36
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Total non-current liabilities
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3,162
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3,271
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TOTAL LIABILITIES
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10,290
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10,514
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EQUITY
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TRIO-TECH INTERNATIONAL'S SHAREHOLDERS' EQUITY:
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Common stock, no par value, 15,000,000 shares authorized; 3,685,555
and 3,673,055 shares
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issued and outstanding
at September
30, 2020 and June 30, 2020,
respectively
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11,458
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11,424
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Paid-in capital
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3,369
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3,363
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Accumulated retained earnings
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8,028
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8,036
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Accumulated other comprehensive gain-translation adjustments
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1,747
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1,143
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Total Trio-Tech International shareholders' equity
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24,602
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23,966
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Non-controlling interest
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936
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1,180
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TOTAL EQUITY
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25,538
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25,146
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TOTAL LIABILITIES AND EQUITY
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$35,828
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$35,660
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