Form 8-K TRIO-TECH INTERNATIONAL For: May 14
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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 14,
2021
TRIO-TECH
INTERNATIONAL
(Exact Name of Registrant as
Specified in Its Charter)
California
(State or Other Jurisdiction of
Incorporation)
|
1-14523
|
|
95-2086631
|
|
(Commission File
Number)
|
|
(IRS Employer Identification
No.)
|
|
|
|
|
|
Block 1008 Toa Payoh
North,
Unit 03-09 Singapore
(Address of Principal Executive
Offices)
|
|
318996
(Zip Code)
|
(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:
|
Title
of each class
|
Trading
Symbol(s)
|
Name of
each exchange on which registered
|
|
Common
Stock, no par value
|
TRT
|
NYSE
American
|
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
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 14, 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.
Date:
May
17, 2021
|
|
TRIO-TECH
INTERNATIONAL
By: /s/ VICTOR H.M.
TING
Name: Victor H.M.
Ting,
Title: Vice
President and
Chief
Financial Officer
|
EXHIBIT
INDEX
Exhibit
Number
Description
99.1
Press Release of Trio-Tech International dated May 14,
2021
Exhibit
99.1
 |
LOS
ANGELES
SINGAPORE
KUALA
LUMPUR
BANGKOK
SUZHOU
TIANJIN
CHONGQING
|
|
|
FOR IMMEDIATE
RELEASE
|
Company Contact:
A. Charles
Wilson
Chairman
(818)
787-7000
|
Investor Contact:
Berkman
Associates
(310)
927-3108
|
|
Trio-Tech
Third Quarter Net Income
Increased
to $0.04 Per Share Versus $0.02
Van Nuys, CA – May 14, 2021
– Trio-Tech International
(NYSE MKT: TRT) today announced financial results for the
third quarter and first nine months of fiscal 2021.
Third
Quarter Results
Revenue
from the sale of Trio-Tech’s proprietary semiconductor
testing and manufacturing equipment increased 24% to $3,130,000 for
the third quarter of fiscal 2021 compared to $2,519,000 for the
same quarter last year, driven by higher orders from a number of
customers at the Company’s Singapore facility. Third quarter
revenue from semiconductor testing services decreased 6% to
$3,504,000 from $3,741,000 for the same quarter last year,
primarily due to a decrease in demand from major customers. Revenue
from the distribution of semiconductor manufacturing and testing
equipment decreased 34% to $1,467,000 from $2,225,000 for the third
quarter last year, reflecting generally lower customer demand.
Total revenue for the three months ended March 31, 2021 decreased
5% to $8,112,000 compared to $8,501,000 for the same quarter last
year.
Despite
the decline in overall revenue, an improved product mix helped to
increase the overall gross margin to $2,060,000, or 25% of revenue,
compared to $1,786,000, or 21% of revenue, for the same quarter
last year.
General
and administrative expenses increased 10% to $1,923,000 from
$1,754,000 in the same quarter last year, primarily related to a
higher stock compensation recorded, due to the increased volatility
in our share price.
The
loss from operations for the third quarter of fiscal 2021 was
$65,000, compared to $367,000 for the same quarter last
year.
Other
income of $273,000 for this year’s third quarter included
$107,000 in governmental grants to offset the negative impact of
the COVID-19 pandemic. Other income of $440,000 for last
year’s third quarter included similar grants of
$263,000.
Net
income attributable to Trio-Tech International Common Shareholders
for the three months ended March 31, 2021 increased to $178,000, or
$0.04 per diluted share, compared to $70,000, or $0.02 per diluted
share, for the third quarter of fiscal 2020.
CEO
Comments
S.W.
Yong, Trio-Tech's CEO, said, "While the COVID-19 pandemic was
primarily responsible for a very difficult first half of fiscal
2021 for Trio-Tech, and continued to affect our performance in the
third quarter, the improvement in orders and gross margin in our
manufacturing segment is an encouraging sign for the future. We are
maintaining tight control over operating costs throughout the
Company, but operating profitability will be largely dependent upon
improvements in business conditions, which continue to remain
uncertain. As we are monitoring the situation closely, we remain
prepared to take further actions as required by local governments,
or which we deem necessary, in the best interests of our employees,
customers and stockholders."
(more)
16139
Wyandotte Street, Van Nuys, CA 91406, USA ● TEL: (818)
787-7000 ● FAX (818) 787-9130
Trio-Tech
Third Quarter Net Income Increased to $0.04 Per Share Versus
$0.02
May 14,
2021
Page
Two
Nine
Months Results
For the
first nine months of fiscal 2021, overall revenue decreased 15% to
$23,154,000 compared to $27,286,000 for the same period last year.
Manufacturing revenue increased 4% to $9,324,000 from $8,881,000,
while testing services revenue declined 17% to $10,018,000 from
$12,018,000. Distribution revenue decreased 40% to $3,790,000
compared to $6,338,000 for the same period of fiscal
2020.
Overall
gross margin for the first nine months of fiscal 2021 decreased 8%
to $5,448,000 from $5,943,000 last year, but increased as a
percentage of revenue to 24% from 22% for the same period of fiscal
2020.
For the
first nine months of fiscal 2021, general and administrative
expenses decreased $74,000 to $5,245,000 from $5,319,000 for the
same period of fiscal 2020, primarily due to the decrease in staff
benefit cost related expenses as part of our cost-saving
measures.
Selling
expenses for the first nine months of fiscal 2021 decreased
$191,000 to $356,000, as compared to $547,000 in the same period of
fiscal 2020, primarily due to the decline in traveling expenses
incurred as a result of worldwide travel restrictions amid the
pandemic.
For the
first nine months of fiscal 2021, other income decreased to
$531,000 from $1,576,000 for the same period of fiscal 2020. The
decrease was primarily due to a non-recurring gain on the sale of
assets of $1,172,000 in the same period last year.
Net
income attributable to Trio-Tech International Common Shareholders
for the first nine months of fiscal 2021 was $405,000, or $0.10 per
diluted share, compared to $769,000, or $0.21 per diluted share,
for the first nine months of fiscal 2020
Shareholders'
equity at March 31, 2021 was $26,921,000, or $6.88 per outstanding
share, compared to $25,146,000, or $6.84 per outstanding share, at
June 30, 2020. There were approximately 3,913,055 common shares
outstanding at March 31, 2021.
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)
|
TRIO-TECH INTERNATIONAL AND SUBSIDIARIES
|
||||
|
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
|
||||
|
UNAUDITED (IN THOUSANDS, EXCEPT EARNINGS PER SHARE)
|
|
|
Three Months
Ended
March 31, |
Nine Months
Ended
March 31, |
||
|
Revenue
|
2021
|
2020
|
2021
|
2020
|
|
|
||||
|
Manufacturing
|
$3,130
|
$2,519
|
$9,324
|
$8,881
|
|
Testing Services
|
3,504
|
3,741
|
10,018
|
12,018
|
|
Distribution
|
1,467
|
2,225
|
3,790
|
6,338
|
|
Real
Estate
|
11
|
16
|
22
|
49
|
|
|
|
|
|
|
|
|
8,112
|
8,501
|
23,154
|
27,286
|
|
Cost of Sales
|
|
|
|
|
|
Cost of manufactured
products sold
|
2,148
|
1,851
|
6,855
|
6,789
|
|
Cost of testing services rendered
|
2,651
|
2,937
|
7,651
|
9,046
|
|
Cost of
distribution
|
1,234
|
1,909
|
3,142
|
5,454
|
|
Cost of real
estate
|
19
|
18
|
58
|
54
|
|
|
|
|
|
|
|
|
6,052
|
6,715
|
17,706
|
21,343
|
|
|
|
|
|
|
|
Gross Margin
|
2,060
|
1,786
|
5,448
|
5,943
|
|
|
|
|
|
|
|
Operating Expenses:
|
|
|
|
|
|
General and administrative
|
1,923
|
1,754
|
5,245
|
5,319
|
|
Selling
|
123
|
181
|
356
|
547
|
|
Research and development
|
79
|
79
|
277
|
280
|
|
Impairment loss on
long-lived assets
|
--
|
139
|
--
|
139
|
|
Gain
on disposal of property, plant and equipment
|
--
|
--
|
(1)
|
(24)
|
|
|
|
|
|
|
|
Total operating expenses
|
2,125
|
2,153
|
5,877
|
6,261
|
|
|
|
|
|
|
|
(Loss)
from Operations
|
(65)
|
(367)
|
(429)
|
(318)
|
|
|
|
|
|
|
|
Other Income
(Expenses)
|
|
|
|
|
|
Interest expense
|
(25)
|
(63)
|
(96)
|
(186)
|
|
Gain on sale of
assets held for sale
|
--
|
--
|
--
|
1,172
|
|
Other income,
net
|
273
|
440
|
627
|
590
|
|
|
|
|
|
|
|
Total other income
|
248
|
377
|
531
|
1,576
|
|
|
|
|
|
|
|
Income from Continuing Operations before Income Taxes
|
183
|
10
|
102
|
1,258
|
|
|
|
|
|
|
|
Income Tax (Expenses)
Benefit
|
(118)
|
8
|
(125)
|
(112)
|
|
|
|
|
|
|
|
Income (loss)
from Continuing Operations
|
|
|
|
|
|
before Non-controlling
Interest, net of tax
|
65
|
18
|
(23)
|
1,146
|
|
|
|
|
|
|
|
Income (loss) from
Discontinued Operations, net of tax
|
1
|
(21)
|
(26)
|
(21)
|
|
|
|
|
|
|
|
NET INCOME
(LOSS)
|
66
|
(3)
|
(49)
|
1,125
|
|
|
|
|
|
|
|
Less: Net (loss)
income Attributable to Non-controlling Interest
|
(112)
|
(73)
|
(454)
|
356
|
|
|
|
|
|
|
|
Net Income Attributable to Trio-Tech International
|
178
|
70
|
405
|
769
|
|
|
|
|
|
|
|
Net Income Attributable to Trio-Tech International:
|
|
|
|
|
|
Income from Continuing Operations, net of tax
|
177
|
81
|
418
|
780
|
|
Income (loss)
from Discontinued Operations, net of tax
|
1
|
(11)
|
(13)
|
(11)
|
|
|
|
|
|
|
|
Net Income Attributable to Trio-Tech International
|
$178
|
$70
|
$405
|
$769
|
|
|
|
|
|
|
|
Basic Earnings per
Share
|
$0.05
|
$0.02
|
$0.11
|
$0.21
|
|
|
|
|
|
|
|
Diluted Earnings
per Share
|
$0.04
|
$0.02
|
$0.10
|
$0.21
|
|
|
|
|
|
|
|
Weighted Average Shares Outstanding - Basic
|
3,913
|
3,673
|
3,913
|
3,673
|
|
Weighted Average Shares Outstanding - Diluted
|
4,046
|
3,759
|
4,030
|
3,734
|
|
TRIO-TECH INTERNATIONAL AND SUBSIDIARIES
|
||||
|
CONDENSED
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
|
||||
|
UNAUDITED (IN THOUSANDS)
|
||||
|
|
||||
|
|
||||
|
|
Three Months Ended
|
Nine Months Ended
|
||
|
|
March 31,
|
March 31,
|
||
|
|
2021
|
2020
|
2021
|
2020
|
|
Comprehensive (Loss)
Income Attributable to Trio-Tech
International:
|
||||
|
Net income
(loss)
|
$66
|
$(3)
|
$(49)
|
$1,125
|
|
|
|
|
|
|
|
Foreign Currency Translation, net of tax
|
(468)
|
(1,013)
|
1,115
|
(1,051)
|
|
|
|
|
|
|
|
Comprehensive (Loss)
Income
|
(402)
|
(1,016)
|
1,066
|
74
|
|
|
|
|
|
|
|
Less: Comprehensive (Loss)
Income
|
|
|
|
|
|
Attributable to Non-controlling Interest
|
(136)
|
(64)
|
(455)
|
376
|
|
|
|
|
|
|
|
Comprehensive (Loss)
Income
|
|
|
|
|
|
Attributable to Trio-Tech International
|
$(266)
|
$(952)
|
$1,521
|
$(302)
|
|
|
|
|
|
|
|
TRIO-TECH INTERNATIONAL AND SUBSIDIARIES
|
||
|
CONDENSED
CONSOLIDATED BALANCE SHEETS
|
||
|
(IN THOUSANDS, EXCEPT NUMBER OF SHARES)
|
||
|
|
||
|
|
|
|
|
|
Mar.
31,
|
Jun.
30,
|
|
|
2021
|
2020
|
|
ASSETS
|
(Unaudited)
|
|
|
CURRENT
ASSETS:
|
|
|
|
Cash and cash equivalents
|
$5,178
|
$4,150
|
|
Short-term deposits
|
7,146
|
6,838
|
|
Trade accounts receivable, net
|
6,997
|
5,951
|
|
Other receivables
|
678
|
998
|
|
Inventories, net
|
2,602
|
1,922
|
|
Prepaid expenses and other current assets
|
367
|
341
|
|
Total current assets
|
22,968
|
20,200
|
|
|
|
|
|
Deferred tax assets
|
337
|
247
|
|
Investment properties, net
|
688
|
690
|
|
Property, plant and equipment, net
|
9,690
|
10,310
|
|
Operating lease
right-of-use assets
|
1,994
|
944
|
|
Other assets
|
1,709
|
1,609
|
|
Restricted term deposits
|
1,739
|
1,660
|
|
Total non-current assets
|
16,157
|
15,460
|
|
|
|
|
|
TOTAL ASSETS
|
$39,125
|
$35,660
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
CURRENT LIABILITIES:
|
|
|
|
Lines of credit
|
$184
|
$172
|
|
Accounts payable
|
2,997
|
2,590
|
|
Accrued expenses
|
3,467
|
3,005
|
|
Income taxes payable
|
348
|
344
|
|
Current portion of bank loans payable
|
435
|
370
|
|
Current portion of finance leases
|
216
|
231
|
|
Current portion of operating leases
|
659
|
477
|
|
Current
portion of PPP loan
|
121
|
54
|
|
|
|
|
|
Total current liabilities
|
8,427
|
7,243
|
|
|
|
|
|
Bank loans payable, net of current portion
|
1,732
|
1,836
|
|
Finance leases, net of current portion
|
291
|
435
|
|
Operating
leases, net of current portion
|
1,335
|
467
|
|
Income
taxes payable
|
385
|
430
|
|
PPP
loan, net of current portion
|
--
|
67
|
|
Other non-current liabilities
|
34
|
36
|
|
|
|
|
|
Total non-current liabilities
|
3,777
|
3,271
|
|
|
|
|
|
TOTAL LIABILITIES
|
12,204
|
10,514
|
|
|
|
|
|
EQUITY
|
|
|
|
|
|
|
|
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 March 31, 2021 and June 30, 2020,
respectively
|
12,178
|
11,424
|
|
Paid-in capital
|
3,507
|
3,363
|
|
Accumulated retained earnings
|
8,441
|
8,036
|
|
Accumulated other comprehensive gain-translation adjustments
|
2,259
|
1,143
|
|
|
|
|
|
Total Trio-Tech International shareholders' equity
|
26,385
|
23,966
|
|
|
|
|
|
Non-controlling interest
|
536
|
1,180
|
|
|
|
|
|
TOTAL EQUITY
|
26,921
|
25,146
|
|
|
|
|
|
TOTAL LIABILITIES AND EQUITY
|
$39,125
|
$35,660
|
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