Trio-Tech International 8-K, filed Oct 5, 2021
Trio-Tech International (TRT)
8-K
2021-10-05
For: 2021-10-01
View Original
Added on
April 06, 2026
About this 8-K
Trio-Tech International filed this 8-K on October 5, 2021, reporting on events of October 1, 2021.
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):
October 1, 2021
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 October 1, 2021, Trio-Tech International issued a press release
announcing its financial results for the fiscal year ended June 30,
2021. 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 October 1,
2021
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: October
5, 2021
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By:
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/s/ VICTOR H.M.
TING
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Name: Victor H.M.
Ting,
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Title: Vice
President and
Chief Financial Officer
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EXHIBIT INDEX
Press Release of Trio-Tech International dated
October 1, 2021
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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 Fourth Quarter and Fiscal 2021
Results
Van Nuys, CA –October 1, 2021
– Trio-Tech International
(NYSE MKT: TRT) today announced financial results for the
fourth quarter and fiscal year ended June 30, 2021.
Fourth
Quarter Results
Revenue
for the fourth quarter of fiscal 2021 increased 30% to $9,308,000
compared to $7,179,000 for the fourth quarter of fiscal 2020,
driven by a 40% increase in manufacturing revenue, a 36% increase
in testing services revenue and a 2% increase in distribution
revenue.
Gross
margin increased 68% to $2,222,000, or 24% of revenue, compared to
$1,323,000, or 18% of revenue, for the fourth quarter of fiscal
2020. Income from operations increased to $359,000 compared to an
operating loss of $629,000 in the fourth quarter last
year.
The
Company recorded a one-time, non-cash impairment charge of
$1,580,000 in the fourth quarter of fiscal 2021 related to the
doubtful recovery of a down payment on shop lots in the Singapore
Theme Resort Project in Chongqing, China. We elected to take this
non-cash impairment charge because of increased uncertainties
regarding the project’s viability given the developers
weakening financial condition as well as uncertainties arising from
the negative real-estate environment in China, implementation of
control measures on real-estate lending and its relevant government
policies, together with effects of the ongoing
pandemic.
The net
loss for the fourth quarter of fiscal 2021 was $996,000, or $0.25
per share, compared to net income of $109,000, or $0.03 per diluted
share, in the fourth quarter last year. The one-time, non-cash
impairment charge had no effect on the operations of
Trio-Tech’s core business.
Backlog
rose 45% to $13,503,000 at June 30, 2021, up from $9,340,000 at
June 30, 2020. Cash and cash equivalents increased 41% to
$5,836,000 at the end of fiscal 2021 compared to $4,150,000 at the
close of fiscal 2020. Shareholders' equity at June 30, 2021 was
$26,053,000, or $6.66 per outstanding share, compared to
$25,146,000, or $6.85 per outstanding share, at June 30, 2020.
There were approximately 3,913,055 common shares outstanding at
June 30, 2021.
CEO
Comments
S.W.
Yong, Trio-Tech's CEO, said, “Our strong improvements in
fourth quarter revenue, gross margin and operating income marked an
encouraging conclusion to an otherwise difficult year for
Trio-Tech. The one-time, non-cash impairment charge does not affect
our cautious optimism as we enter the new fiscal year, although we
recognize that the effects of the COVID-19 pandemic are only now
beginning to recede and business conditions remain fragile. We
continue to adhere to our long-standing strategy of providing first
class products and services while maintaining tight control over
operating costs, a strategy that has served us well for more than
60 years.”
Yong
noted that the Company has recently received an order confirmation
and is negotiating a five-year contract to establish a new facility
in China to supply testing and burn-in services for a number of
various semiconductor components with applications in computing and
automotive electronics. “Only a few miles from our current
China operations, this facility demonstrates the confidence and
trust Trio-Tech’s customers place in our ability to provide
continuing close-in support adjacent to their new testing
operations,” he added.
(more)
16139
Wyandotte Street, Van Nuys, CA 91406, USA ● TEL: (818)
787-7000 ● FAX (818) 787-9130
Trio-Tech
Reports Fourth Quarter and Fiscal 2021 Results
October
1, 2021
Page
Two
Fiscal
2021 Results
For the
fiscal year ended June 30, 2021, overall revenue decreased 6% to
$32,462,000 compared to $34,465,000 in fiscal 2020. Manufacturing
revenue increased by 13%, which was offset by a 7% and 32% decrease
in testing services revenue and distribution revenue respectively,
compared to fiscal 2020.
Fiscal
2021, gross margin improved 3%, to 24% of revenue compared to 21%
of revenue for fiscal 2020. Gross margin improved, despite the
$2,003,000 decline in revenue, due to the Company’s
establishment of effective cost control programs for its testing
services operations.
The net
loss for fiscal 2021 was $591,000, or $0.16 per share, including
the $1,580,000 impairment loss related to the Singapore Theme
Resort Project in the fourth quarter. Net income for fiscal 2020
was $878,000, or $0.24 per diluted share, which included a gain of
$1,172,000 from the sale of real estate and $718,000 in government
grants to mitigate the effects of the pandemic.
Trio-Tech also
announced that it has restated certain items in its financial
statements for the fiscal year ended June 30, 2020 to correct an
error regarding the accounting for stock options. This correction
had the effect of decreasing retained earnings by $621,000,
increasing general and administrative expenses by $88,000 and
additional paid-in-capital by $621,000. As a result, restated net
income for fiscal 2020 was $878,000 or $0.24 per diluted share,
compared to previously reported net income for fiscal 2020 of
$966,000 or $0.26 per diluted share.
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; trade tension between U.S and
China 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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CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
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AUDITED (IN THOUSANDS, EXCEPT EARNINGS PER SHARE)
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||||
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Three Months Ended
June
30,
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Twelve
Months Ended
June
30,
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2021
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2020
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2021
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2020
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Revenue
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(Restated)
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(Restated)
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Manufacturing
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$3,827
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$2,724
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$13,151
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$11,605
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Testing services
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3,828
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2,822
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13,846
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14,840
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Distribution
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1,647
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1,620
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5,437
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7,958
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Real
estate
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6
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13
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28
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62
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9,308
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7,179
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32,462
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34,465
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Cost of Sales
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Cost of manufactured
products sold
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2,954
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2,138
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9,809
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8,927
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Cost of testing services rendered
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2,780
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2,307
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10,431
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11,353
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Cost of
distribution
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1,333
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1,393
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4,475
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6,847
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Cost of real
estate
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19
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18
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77
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72
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7,086
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5,856
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24,792
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27,199
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Gross Margin
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2,222
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1,323
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7,670
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7,266
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Operating Expenses:
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General and administrative
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1,693
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1,745
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6,938
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7,064
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Selling
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90
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132
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446
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679
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Research and development
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80
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75
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357
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355
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Impairment loss on
long-lived assets
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--
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--
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--
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139
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Gain
on disposal of property, plant and equipment
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--
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--
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(1)
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(24)
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Total operating expenses
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1,863
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1,952
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7,740
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8,213
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Income/ (Loss)
from Operations
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359
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(629)
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(70)
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(947)
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Other (Expenses)
Income
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Interest expense
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(30)
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(44)
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(126)
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(230)
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Other income, net
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148
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116
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363
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334
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Government
grant
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102
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406
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514
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778
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Impairment loss on
other assets
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(1,580)
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--
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(1,580)
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--
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Gain on sale of
properties
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--
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--
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--
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1,172
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Total other
(expenses) income
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(1,360)
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478
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(829)
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2,054
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(Loss) Income
from Continuing Operations before Income Taxes
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(1,001)
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(151)
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(899)
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1,107
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Income Tax
(Expenses) Benefit
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(103)
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124
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(228)
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12
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(Loss) Income
from Continuing Operations before Non-controlling Interest, net of tax
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(1,104)
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(27)
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(1,127)
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1,119
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(Loss) Gain
from discontinued operations, net of tax
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(2)
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18
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(28)
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(3)
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NET (LOSS)
INCOME
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(1,106)
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(9)
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(1,155)
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1,116
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Less: Net
(loss) income
attributable to the non-controlling interest
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(110)
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(118)
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(564)
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238
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Net (loss)
income attributable to Trio-Tech International
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(996)
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109
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(591)
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878
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Net Income Attributable to Trio-Tech International:
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(Loss)
Income from continuing operations, net of tax
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(993)
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99
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(575)
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879
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(Loss) Gain
from discontinued operations, net of tax
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(3)
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10
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(16)
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(1)
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Net (Loss)
Income Attributable to Trio-Tech International
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(996)
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109
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(591)
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878
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Basic (Loss)
Earnings per Share - Continuing Operations
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$(0.26)
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$0.03
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$(0.16)
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$0.24
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Basic Loss per
Share - Discontinued Operations
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--
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--
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--
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--
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Basic
(Loss) Earnings per Share
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$(0.26)
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$0.03
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$(0.16)
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$0.24
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Diluted (Loss)
Earnings per Share – Continuing
Operations
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$(0.25)
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$0.03
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$(0.15)
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$0.24
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Diluted Loss per
Share – Discontinued Operations
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--
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--
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--
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--
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Diluted
(Loss) Earnings per Share
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$(0.25)
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$0.03
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$(0.15)
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$0.24
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Weighted Average Shares Outstanding - Basic
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3,768
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3,673
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3,768
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3,673
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Weighted Average Shares Outstanding - Diluted
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3,898
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3,677
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3,885
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3,726
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TRIO-TECH INTERNATIONAL AND SUBSIDIARIES
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||||
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CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
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||||
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AUDITED (IN THOUSANDS, EXCEPT EARNINGS PER SHARE)
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Three Months Ended
June
30,
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Twelve
Months Ended
June
30,
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||
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2021
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2020
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2021
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2020
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(Restated)
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(Restated)
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Comprehensive Income
Attributable to Trio-Tech International
Common
Shareholders:
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Net (loss)
income
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$(1,106)
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$(9)
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$(1,155)
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$1,116
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Foreign currency translation, net of tax
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133
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309
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1,248
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(742)
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Comprehensive (Loss)
Income
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(973)
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300
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93
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374
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Less: Comprehensive
(Loss) Income
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attributable to non-controlling interests
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(117)
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(156)
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(572)
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220
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Comprehensive (Loss)
Income
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Attributable to Trio-Tech International
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$(856)
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$456
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$665
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$154
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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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June
30,
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2021
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2020
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(Restated)
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ASSETS
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(Audited)
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CURRENT
ASSETS:
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Cash and cash equivalents
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$5,836
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$4,150
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Short-term deposits
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6,651
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6,838
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Trade accounts receivable, net
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8,293
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5,951
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Other receivables
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662
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998
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Inventories, net
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2,080
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1,922
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Prepaid expenses and other current assets
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418
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341
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Financed
Sales Receivable
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19
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--
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Total current assets
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23,959
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20,200
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Deferred tax assets
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217
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247
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Investment properties, net
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681
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690
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Property, plant and equipment, net
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9,531
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10,310
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Operating lease
right-of-use assets
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1,876
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944
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Other assets
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262
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1,609
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Financed Sales
Receivable
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39
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--
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Restricted term deposits
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1,741
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1,660
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Total non-current assets
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14,347
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15,460
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TOTAL
ASSETS
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$38,306
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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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$72
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$172
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Accounts payable
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3,702
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2,590
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Accrued expenses
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3,363
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3,005
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Income taxes payable
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314
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344
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Current portion of bank loans payable
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439
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370
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Current portion of finance leases
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197
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231
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Current portion of operating leases
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672
|
477
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Current
portion of PPP loan
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--
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54
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Total current liabilities
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8,759
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7,243
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Bank loans payable, net of current portion
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1,621
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1,836
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Finance leases, net of current portion
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253
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435
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Operating
leases, net of current portion
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1,204
|
467
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Income
taxes payable
|
385
|
430
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PPP
loan, net of current portion
|
--
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67
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|
Other non-current liabilities
|
31
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36
|
|
Total non-current liabilities
|
3,494
|
3,271
|
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TOTAL LIABILITIES
|
12,253
|
10,514
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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; 3,913,055 and 3,673,055 shares issued
and outstanding at June 30, 2021 and June 30, 2020,
respectively
|
12,178
|
11,424
|
|
Paid-in capital
|
4,233
|
3,984
|
|
Accumulated retained earnings
|
6,824
|
7,415
|
|
Accumulated other comprehensive gain-translation adjustments
|
2,399
|
1,143
|
|
Total Trio-Tech International shareholders' equity
|
25,634
|
23,966
|
|
Non-controlling interest
|
419
|
1,180
|
|
TOTAL EQUITY
|
26,053
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25,146
|
|
|
|
|
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TOTAL LIABILITIES AND EQUITY
|
$38,306
|
$35,660
|