Trio-Tech International 8-K, filed Feb 14, 2020
Trio-Tech International (TRT)
8-K
2020-02-14
For: 2020-02-13
View Original
Added on
April 06, 2026
About this 8-K
Trio-Tech International filed this 8-K on February 14, 2020, reporting on events of February 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): February 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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1-14523
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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)
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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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))
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 February 13, 2020, Trio-Tech International issued a press
release announcing its financial results for the fiscal quarter
ended December 31, 2019. 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 February 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.
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TRIO-TECH
INTERNATIONAL
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Date:
February 14, 2020
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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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EXIBIT INDEX
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Exhibit Number
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Description
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Press Release of
Trio-Tech International dated December 31, 2019
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Exhibit 99.1
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LOS
ANGELES
SINGAPORE
KUALA
LUMPUR
INDONESIA
BANGKOK
SUZHOU
TIANJIN
CHONGQING
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Company
Contact: Investor
Contact:
A. Charles
Wilson
Berkman Associates
Chairman
(310) 927-3108
(818)
787-7000 info@BerkmanAssociates.com
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|
Trio-Tech
Reports Second Quarter
Net
Income of $0.11 Per Diluted Share
First Half Net Income of $0.19 Per Diluted Share
Van Nuys, CA – February 13, 2020
-- Trio-Tech International (NYSE
MKT: TRT) today announced financial results for the second
quarter and first six months of fiscal 2020.
Fiscal
2020 Second Quarter Results
For the
three months ended December 31, 2019, net income increased 23% to
$426,000, or $0.11 per diluted share, compared to $348,000, or
$0.09 per diluted share, for the second quarter of fiscal 2019. Net
income for the second quarter of fiscal 2020 included a $1,172,000
gain on the sale of assets held for sale. There were no
corresponding gains in the same period last year.
Revenue
for the second quarter of fiscal 2020 decreased 8% to $8,962,000
compared to revenue of $9,690,000 for the same quarter last year.
Manufacturing revenue was $3,045,000, a 9% decrease compared to
$3,352,000 a year earlier. Semiconductor testing services revenue
decreased 12% to $3,887,000 compared to $4,393,000 last year.
Distribution revenue increased 5% to $2,014,000 compared to
$1,916,000 for the comparable quarter of fiscal 2019.
Gross
margin for the second quarter of fiscal 2020 was $1,905,000, or 21%
of revenue. This compares to gross margin of $2,258,000, or 23% of
revenue, for the same quarter last year, reflecting lower
manufacturing and testing services sales.
Operating expenses
increased 3% to $2,078,000, or 23% of revenue, for this
year’s second quarter compared to $2,031,000, or 21% of
revenue, last year. Operating expenses increased primarily due to a
doubtful debt provision in the Singapore manufacturing
segment.
CEO
Comments
S.W.
Yong, Trio-Tech's CEO, said, "While we are pleased to report an
increase in net income for the second quarter and first half of
fiscal 2020 primarily driven by asset sales, our operating results
continued to be affected by trade disputes as well as customer
requests for delayed deliveries. As always, we are focused on
delivering unparalleled customer service and the highest quality
products to our customers as we strive to improve Trio-Tech’s
operating performance.”
Fiscal
2020 First Half Results
For the
six months ended December 31, 2019, net income increased 69% to
$699,000, or $0.19 per diluted share, which included the $1,172,000
gain on the sale of assets held for sale. This compares to net
income of $413,000, or $0.11 per diluted share, for the six months
ended December 31, 2018.
(more)
-1-
Trio-Tech
Reports Second Quarter Net Income of $0.11 Per Diluted
Share
February 13,
2020
Page
Two
Revenue
decreased 5% to $18,785,000 compared to revenue of $19,735,000 for
the first half of the last fiscal year. Manufacturing revenue
decreased 9% to $6,362,000 compared to $6,989,000 for the same
period in the last fiscal year. Semiconductor testing services
revenue decreased 6% to $8,277,000 compared to $8,830,000 for the
first six months of the prior fiscal year, while distribution
revenue increased 7% to $4,113,000 compared to $3,860,000 for the
first six months of the prior fiscal year.
Gross
margin for the first six months of fiscal 2020 decreased 5% to
$4,157,000, or 22% of revenue, compared to $4,359,000, or 22% of
revenue, for last fiscal year’s first six
months.
Operating expenses
for the first six months of fiscal 2020 increased 2% to $4,108,000,
or 22% of revenue, compared to $4,009,000, or 20% of revenue for
the same period of last fiscal year.
Shareholders'
equity at December 31, 2019 was $24,330,000, or $6.62 per
outstanding share, compared to $23,666,000, or $6.44 per
outstanding share, at June 30, 2019. There were approximately
3,673,055 Trio-Tech International common shares outstanding at
December 31, 2019.
About Trio-Tech
Established in 1958 and headquartered in Van Nuys,
California, Trio-Tech International is a diversified business group
with interests in semiconductor testing services, manufacturing and
distribution of semiconductor testing equipment, and real estate.
Further information about Trio-Tech's semiconductor products and
services can be obtained from the Company's Web site at
www.triotech.com,
www.universalfareast.com,
and www.ttsolar.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; the trade tension between
U.S. and China; public health issues related to the 2019-Novel
Coronavirus 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)
-2-
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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
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Six Months Ended
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December 31,
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December 31,
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Revenue
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2019
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2018
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2019
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2018
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Manufacturing
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$3,045
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$3,352
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$6,362
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$6,989
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Testing services
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3,887
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4,393
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8,277
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8,830
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Distribution
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2,014
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1,916
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4,113
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3,860
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Real
Estate
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16
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29
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33
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56
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8,962
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9,690
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18,785
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19,735
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Cost of Sales
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Cost of manufactured products sold
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2,383
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2,646
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4,938
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5,503
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Cost of testing services rendered
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2,918
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3,106
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6,109
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6,489
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Cost of distribution
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1,738
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1,662
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3,545
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3,348
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Cost
of real estate
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18
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18
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36
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36
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7,057
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7,432
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14,628
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15,376
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Gross Margin
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1,905
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2,258
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4,157
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4,359
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Operating Expenses:
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General and administrative
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1,777
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1,722
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3,565
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3,481
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Selling
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176
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187
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366
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334
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Research and development
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125
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122
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201
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194
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Gain
on disposal of property, plant and equipment
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--
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--
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(24)
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--
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Total operating expenses
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2,078
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2,031
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4,108
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4,009
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(Loss)
Income from Operations
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(173)
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227
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49
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350
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Other Income
(Expenses)
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Interest expenses
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(55)
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(98)
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(123)
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(176)
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Gain
on sale of asset held for sale
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1,172
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--
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1,172
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--
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Other income, net
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40
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49
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150
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92
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Total other income
(expenses)
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1,157
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(49)
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1,199
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(84)
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Income from Continuing Operations before Income Taxes
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984
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178
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1,248
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266
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Income Tax (Expenses)
Benefits
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(120)
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124
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(120)
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50
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Income from Continuing Operations
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before Non-controlling Interest, Net of Tax
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864
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302
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1,128
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316
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Income (Loss)
from Discontinued Operations, Net of Tax
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1
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4
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--
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(4)
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NET INCOME
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865
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306
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1,128
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312
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|
|
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Less: Income (Loss)
Attributable to Non-controlling Interest
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439
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(42)
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429
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(101)
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Net Income Attributable to Trio-Tech International
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426
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348
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699
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413
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Net Income Attributable to Trio-Tech International:
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Income from Continuing Operations, Net of Tax
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425
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346
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699
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415
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Income (Loss)
from Discontinued Operations, Net of Tax
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1
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2
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--
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(2)
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Net Income attributable to Trio-Tech International
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$426
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$348
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$699
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$413
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Basic
Earnings per Share
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$0.12
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$0.09
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$0.19
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$0.11
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Diluted Earnings
per share
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$0.11
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$0.09
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$0.19
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$0.11
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Weighted Average Shares Outstanding B Basic
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3,673
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3,673
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3,673
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3,673
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Weighted Average Shares Outstanding B Diluted
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3,725
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3,781
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3,706
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3,815
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-3-
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TRIO-TECH INTERNATIONAL AND SUBSIDIARIES
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|||||||
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CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME
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|||||||
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UNAUDITED (IN THOUSANDS, EXCEPT EARNINGS PER SHARE)
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Three Months Ended
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Six Months Ended
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||
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December 31,
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December 31,
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||
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2019
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2018
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2019
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2018
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Comprehensive Income Attributable to
Trio-Tech International Common Shareholders:
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Net income
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$865
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$306
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$1,128
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$312
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|
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Foreign Currency Translation, Net of Tax
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525
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(51)
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(38)
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(590)
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Comprehensive Income
(Loss)
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1,390
|
255
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1,090
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(278)
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|
|
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Less: Comprehensive Income
(Loss)
Attributable
To Non-controlling Interest
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431
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(57)
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440
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(192)
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Comprehensive Income
(Loss) Attributable to
Trio-Tech International
Common Shareholders
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$959
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$312
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$650
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$(86)
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-4-
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TRIO-TECH INTERNATIONAL AND SUBSIDIARIES
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||||
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CONDENSED
CONSOLIDATED BALANCE SHEETS
|
||||
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(IN THOUSANDS, EXCEPT NUMBER OF SHARES)
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||||
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Dec.
31,
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Jun. 30,
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2019
|
2019
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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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$4,743
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$4,863
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Short-term deposits
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6,888
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4,144
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Trade accounts receivable, net
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6,937
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7,113
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Other receivables
|
752
|
817
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Inventories, net
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2,182
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2,427
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Prepaid expenses and other current assets
|
330
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287
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Assets held for sale
|
--
|
89
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|
|
|
|
|
Total current assets
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21,832
|
19,740
|
|
|
|
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Deferred tax assets
|
421
|
390
|
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Investment properties, net
|
734
|
782
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Property, plant and equipment, net
|
11,651
|
12,159
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Operating
lease right-of-use assets
|
475
|
--
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|
Other assets
|
1,626
|
1,750
|
|
Restricted term deposits
|
1,716
|
1,706
|
|
|
|
|
|
Total non-current assets
|
16,623
|
16,787
|
|
|
|
|
|
TOTAL ASSETS
|
$38,455
|
$36,527
|
|
|
|
|
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LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
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CURRENT LIABILITIES:
|
|
|
|
Lines of credit
|
$810
|
$187
|
|
Accounts payable
|
3,565
|
3,272
|
|
Accrued expenses
|
3,176
|
3,486
|
|
Income taxes payable
|
395
|
417
|
|
Current portion of bank loans payable
|
422
|
488
|
|
Current portion of finance leases
|
286
|
283
|
|
Current
portion of operating leases
|
343
|
--
|
|
|
|
|
|
Total current liabilities
|
8,997
|
8,133
|
|
|
|
|
|
Bank loans payable, net of current portion
|
2,127
|
2,292
|
|
Finance leases, net of current portion
|
570
|
442
|
|
Operating
leases, net of current portion
|
134
|
--
|
|
Deferred tax liabilities
|
315
|
327
|
|
Income
taxes payable
|
430
|
439
|
|
Other non-current liabilities
|
37
|
33
|
|
|
|
|
|
Total non-current liabilities
|
3,613
|
3,533
|
|
|
|
|
|
TOTAL LIABILITIES
|
12,610
|
11,666
|
|
|
|
|
|
|
|
|
|
|
|
|
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EQUITY
|
|
|
|
|
|
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|
TRIO-TECH INTERNATIONAL'S SHAREHOLDERS' EQUITY:
|
|
|
|
Common stock, no par value, 15,000,000 shares authorized; 3,673,055
|
|
|
|
issued and outstanding
at December
31, 2019 and June 30, 2019
|
11,424
|
11,424
|
|
Paid-in capital
|
3,319
|
3,305
|
|
Accumulated retained earnings
|
7,769
|
7,070
|
|
Accumulated other comprehensive gain-translation adjustments
|
1,818
|
1,867
|
|
|
|
|
|
Total Trio-Tech International shareholders' equity
|
24,330
|
23,666
|
|
|
|
|
|
Non-controlling interest
|
1,515
|
1,195
|
|
|
|
|
|
TOTAL EQUITY
|
25,845
|
24,861
|
|
|
|
|
|
TOTAL LIABILITIES AND EQUITY
|
$38,444
|
$36,527
|
|
|
|
|
-5-