Trio-Tech International 8-K, filed May 22, 2020
Trio-Tech International (TRT)
8-K
2020-05-22
For: 2020-05-21
View Original
Added on
April 06, 2026
About this 8-K
Trio-Tech International filed this 8-K on May 22, 2020, reporting on events of May 21, 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): May 21, 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)
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 May 21, 2020, Trio-Tech International issued a press release
announcing its financial results for the fiscal quarter ended March
31, 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 May 21, 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:
May 22, 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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EXHIBIT
INDEX
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Exhibit Number
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Description
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Press Release of
Trio-Tech International dated May 21, 2020
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Exhibit
99.1
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LOS
ANGELES
SINGAPORE
KUALA
LUMPUR
BANGKOK
SUZHOU
TIANJIN
CHONGQING
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FOR IMMEDIATE RELEASE
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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 Third Quarter Results
Van Nuys, CA – May 21, 2020
– Trio-Tech International
(NYSE MKT: TRT) today announced financial results for the
third quarter and first nine months of fiscal 2020.
Third
Quarter Results
Revenue
for the three months ended March 31, 2020 decreased 4% to
$8,501,000 compared to $8,838,000 for the third quarter of fiscal
2019. Manufacturing revenue decreased 19% to $2,519,000 compared to
$3,097,000 last year, as customers’ uncertainties relating to
the COVID-19 pandemic appear to have delayed certain orders.
Testing services revenue decreased 6% to $3,741,000 from $3,989,000
for the same quarter last year, primarily reflecting the Malaysian
government’s effort to reduce the spread of COVID-19 by
restricting the transportation of workers. Distribution revenue
increased 29% to $2,225,000 from $1,727,000 for the third quarter
last year.
Reflecting lower
revenue and unusually high labor costs in China due to the
extension of the Lunar New Year holiday associated with the
COVID-19 pandemic, gross margin decreased to $1,786,000, or 21% of
revenue, for this year’s third quarter from $2,174,000, or
25% of revenue, for the third quarter a year ago.
Operating expenses
increased 5% to $2,153,000 from $2,051,000 for the third quarter
last year, primarily due to a one-time impairment charge of
$139,000 on obsolete testing services equipment.
The
loss from operations for the third quarter of fiscal 2020 was
$367,000. This compares to an operating profit of $123,000 for the
third quarter of fiscal 2019.
Net
income attributable to Trio-Tech International Common Shareholders
for the three months ended March 31, 2020 was $70,000, or $0.02 per
diluted share, compared to $683,000, or $0.19 per diluted share,
for the third quarter of fiscal 2019. Net income for the third
quarter of 2020 benefitted from $263,000 in other income, which
included financial assistance received from local governments in
Singapore and China to mitigate the negative impact of the COVID-19
pandemic.
CEO
Comments
S.W.
Yong, Trio-Tech's CEO, said, "In response to the COVID-19 pandemic,
we have implemented new operating procedures to enhance the safety
of our employees and customers. Our Singapore and Malaysia
operations have been classified as part of the global supply chain,
but both are subject to social distancing requirements and manpower
restriction that affect productivity and revenue. No one knows how
long today’s stringent safety measures will last.
Accordingly, we continue to closely monitor developments everywhere
we operate, and will take additional precautionary steps if
necessary to protect the interests of all Trio-Tech stakeholders
and to protect the safety of our employees.”
Nine
Months Results
For the
first nine months of fiscal 2020 ended March 31, 2020, revenue
decreased 5% to $27,286,000 compared to $28,573,000 for the same
period last year. Manufacturing revenue declined 12% to $8,881,000
from $10,086,000, while testing services revenue declined 6% to
$12,018,000 from $12,819,000. Distribution revenue increased 13% to
$6,338,000 compared to $5,587,000 for the first nine months of
fiscal 2019.
Overall
gross margin for the first nine months of fiscal 2020 decreased 9%
to $5,943,000, or 22% of revenue, from $6,533,000, or 23% of
revenue, for the same period of fiscal 2019.
(more)
16139
Wyandotte Street, Van Nuys, CA 91406, USA ● TEL: (818)
787-7000 ● FAX (818) 787-9130
Trio-Tech
Reports Third Quarter and Nine Months Results
May 21,
2020
Page
Two
Operating expenses
increased 3% to $6,261,000 from $6,060,000 for last year’s
first nine months, primarily the result of the impairment charge
mentioned above. The operating loss for the first nine months of
fiscal 2020 was $318,000, compared to an operating profit of
$473,000 for the same period last year.
For the
first nine months of fiscal 2020, other income increased to
$1,576,000 from $655,000 for the first nine months of fiscal 2019.
This increase was mainly due to a non-recurring gain on the sale of
assets of $1,172,000 compared to $685,000 for the same period last
year, coupled with the government grants mentioned
above.
Net
income attributable to Trio-Tech International Common Shareholders
for the first nine months of fiscal 2020 was $769,000, or $0.21 per
diluted share, compared to $1,096,000, or $0.29 per diluted share
for the first nine months of fiscal 2019.
Shareholders'
equity at March 31, 2020 was $24,867,000, or $6.77 per outstanding
share, compared to $24,861,000, or $6.77 per outstanding share, at
June 30, 2019. There were approximately 3,673,055 common shares
outstanding at March 31, 2020.
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; 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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|||||||||
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CONDENSED
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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|||||||||
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Three Months Ended
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Nine Months Ended
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March 31,
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March 31,
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Revenue
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2020
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2019
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2020
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2019
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Manufacturing
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$2,519
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$3,097
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$8,881
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$10,086
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Testing Services
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3,741
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3,989
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12,018
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12,819
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Distribution
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2,225
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1,727
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6,338
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5,587
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Real
Estate
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16
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25
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49
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81
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8,501
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8,838
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27,286
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28,573
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Costs of Sales
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Cost of manufactured
products sold
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1,851
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2,303
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6,789
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7,806
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Cost of testing services rendered
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2,937
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2,862
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9,046
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9,351
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Cost of
distribution
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1,909
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1,483
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5,454
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4,831
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Cost of real
estate
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18
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16
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54
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52
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6,715
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6,664
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21,343
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22,040
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Gross Margin
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1,786
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2,174
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5,943
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6,533
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Operating Expenses:
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General and administrative
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1,754
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1,742
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5,319
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5,223
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Selling
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181
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246
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547
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580
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Research and development
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79
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76
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280
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270
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Impairment loss on
long-lived assets
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139
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--
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139
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--
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Gain
on disposal of property, plant and equipment
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--
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(13)
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(24)
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(13)
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Total operating expenses
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2,153
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2,051
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6,261
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6,060
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(Loss) income
from Operations
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(367)
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123
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(318)
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473
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|
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Other Income
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Interest expense
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(63)
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(74)
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(186)
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(250)
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Gain on sale of
assets held for sale
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--
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685
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1,172
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685
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Other income,
net
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440
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128
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590
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220
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Total other income
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377
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739
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1,576
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655
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Income from Continuing Operations before Income Taxes
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10
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862
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1,258
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1,128
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Income Tax Benefit
(Expenses)
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8
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(209)
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(112)
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(159)
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income
from Continuing Operations
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before Non-controlling
Interest, net of tax
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18
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653
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1,146
|
969
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|
|
|
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(Loss) income from
Discontinued Operations, net of tax
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(21)
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2
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(21)
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(2)
|
|
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NET (LOSS)
INCOME
|
(3)
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655
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1,125
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967
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Less: Net (loss)
income Attributable to Non-controlling Interest
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(73)
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(28)
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356
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(129)
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|
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Net Income Attributable to Trio-Tech International
|
70
|
683
|
769
|
1,096
|
|
|
|
|
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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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81
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682
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780
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1,097
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(Loss)
Income from Discontinued Operations, net of tax
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(11)
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1
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(11)
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(1)
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Net Income Attributable to Trio-Tech International
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$70
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$683
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$769
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$1,096
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Basic Earnings per
Share
|
$0.02
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$0.19
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$0.21
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$0.30
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Diluted Earnings
per Share
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$0.02
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$0.19
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$0.21
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$0.29
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Weighted Average Shares Outstanding - 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 - Diluted
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3,759
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3,685
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3,734
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3,746
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TRIO-TECH INTERNATIONAL AND SUBSIDIARIES
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|||||||
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CONDENSED
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
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|||||||
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UNAUDITED (IN THOUSANDS)
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|||||||
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|||||||
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Three Months Ended
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Nine Months Ended
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||
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March 31,
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March 31,
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||
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2020
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2019
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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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|
|
|
|
|
|
|
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Net (loss)
income
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$(3)
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$655
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$1,125
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$967
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Foreign Currency Translation, net of tax
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(1,013)
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401
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(1,051)
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(189)
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|
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Comprehensive (Loss)
Income
|
(1,016)
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1,056
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74
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778
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|
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Less: Comprehensive (Loss)
Income
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Attributable to Non-controlling Interest
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(64)
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1
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376
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(191)
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Comprehensive (Loss)
Income
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Attributable to Trio-Tech International
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$(952)
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$1,055
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$(302)
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$969
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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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||||
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(IN THOUSANDS, EXCEPT NUMBER OF SHARES)
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||||
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Mar.
31,
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Jun. 30,
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2020
|
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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$4,370
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$4,863
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Short-term deposits
|
6,309
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4,144
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Trade accounts receivable, net
|
6,397
|
7,113
|
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Other receivables
|
1,065
|
817
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Inventories, net
|
2,226
|
2,427
|
|
Prepaid expenses and other current assets
|
267
|
287
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Assets held for sale
|
--
|
89
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|
Total current assets
|
20,634
|
19,740
|
|
Deferred tax assets
|
565
|
390
|
|
Investment properties, net
|
705
|
782
|
|
Property, plant and equipment, net
|
10,597
|
12,159
|
|
Operating
lease right-of-use assets
|
1,073
|
--
|
|
Other assets
|
1,595
|
1,750
|
|
Restricted term deposits
|
1,627
|
1,706
|
|
Total non-current assets
|
16,162
|
16,787
|
|
|
|
|
|
TOTAL ASSETS
|
$36,796
|
$36,527
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
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CURRENT LIABILITIES:
|
|
|
|
Lines of credit
|
$398
|
$187
|
|
Accounts payable
|
3,129
|
3,272
|
|
Accrued expenses
|
3,065
|
3,486
|
|
Income taxes payable
|
396
|
417
|
|
Current portion of bank loans payable
|
378
|
488
|
|
Current portion of finance leases
|
246
|
283
|
|
Current
portion of operating leases
|
541
|
--
|
|
Total current liabilities
|
8,153
|
8,133
|
|
|
|
|
|
Bank loans payable, net of current portion
|
1,919
|
2,292
|
|
Finance leases, net of current portion
|
486
|
442
|
|
Operating
leases, net of current portion
|
532
|
--
|
|
Deferred tax liabilities
|
375
|
327
|
|
Income
taxes payable
|
430
|
439
|
|
Other non-current liabilities
|
34
|
33
|
|
Total non-current liabilities
|
3,776
|
3,533
|
|
TOTAL LIABILITIES
|
11,929
|
11,666
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EQUITY
|
|
|
|
|
|
|
|
TRIO-TECH INTERNATIONAL'S SHAREHOLDERS' EQUITY:
|
|
|
|
Common stock, no par value, 15,000,000 shares authorized; 3,673,055
|
|
|
|
issued and outstanding
at March 31, 2020 and June 30, 2019,
respectively
|
11,424
|
11,424
|
|
Paid-in capital
|
3,357
|
3,305
|
|
Accumulated retained earnings
|
7,839
|
7,070
|
|
Accumulated other comprehensive gain-translation adjustments
|
796
|
1,867
|
|
Total Trio-Tech International shareholders' equity
|
23,416
|
23,666
|
|
Non-controlling interest
|
1,451
|
1,195
|
|
TOTAL EQUITY
|
24,867
|
24,861
|
|
TOTAL LIABILITIES AND EQUITY
|
$36,796
|
$36,527
|