-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JIChcMZw/bLy8O8hXALFb5pzAmwXjlU6kg71VxFVQm6ea1qi6dNdh8VJtbF0AHxt kgUBBG2uo0ATcDWQss2/KA== 0000732026-96-000001.txt : 19960206 0000732026-96-000001.hdr.sgml : 19960206 ACCESSION NUMBER: 0000732026-96-000001 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19951229 FILED AS OF DATE: 19960205 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRIO TECH INTERNATIONAL CENTRAL INDEX KEY: 0000732026 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TESTING LABORATORIES [8734] IRS NUMBER: 952086631 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-13914 FILM NUMBER: 96511290 BUSINESS ADDRESS: STREET 1: 355 PARKSIDE DR CITY: SAN FERNANDO STATE: CA ZIP: 91340 BUSINESS PHONE: 8183659200 MAIL ADDRESS: STREET 1: 355 PARKSIDE DRIVE CITY: SAN FERNANDO STATE: CA ZIP: 91340 10-Q 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarter Ended December 29, 1995 Commission File Number 0-13914 TRIO-TECH INTERNATIONAL ----------------------- (Exact name of Registrant as specified in its Charter) California 95-2086631 ---------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 355 Parkside Drive, San Fernando, California 91340 -------------------------------------------------- (Address of principle executive offices) (Zip Code) Registrant's Telephone Number: 818-365-9200 Indicate by check mark whether the registrant (1) has filed all reports required to be filed with the Commission by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO ------- ------- As of January 22, 1996, the Registrant had outstanding approximately 1,196,749 Shares of Common Stock. This document contains a total of 8 pages.
PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS TRIO-TECH INTERNATIONAL (Condensed Consolidated Balance Sheets) (unaudited) (In Thousands) Dec. 29, Jun. 30, 1995 1995 ------- -------- ASSETS Current assets: Cash $ 985 $ 674 Certificates of deposit 1,906 553 Accounts receivable - net 5,190 4,140 Notes & other receivables 163 186 Inventories 1,476 1,192 Prepaid expenses 142 103 ---------- ---------- Total current assets 9,862 6,848 ---------- ---------- Property, equipment and capitalized leases - net 5,222 5,265 ---------- ---------- Other assets - net 459 533 ---------- ---------- TOTAL ASSETS $ 15,543 $ 12,646 ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Notes payable $ 40 $ 219 Accounts payable 2,340 1,643 Accrued expenses 2,908 2,246 Income taxes payable 1,267 592 Current portion of long-term debt and capitalized leases 389 459 -------- -------- Total current liabilities 6,944 5,159 Long-term debt and capitalized leases 670 597 Deferred taxes 851 870 Minority interest 2,424 1,601 Shareholders' equity: Common stock; authorized, 2,500,000 shares; issued and outstanding, 1,196,749 shares at December 29, 1995 and 1,181,002 shares at June 30, 1995 stated at 4,848 4,822 Accumulated deficit (1,824) (2,142) Cumulative currency translation 1,620 1,739 --------- --------- Total shareholders' equity 4,654 4,419 --------- --------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 15,543 $ 12,646 ========= =========
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
TRIO-TECH INTERNATIONAL (Condensed Consolidated Statements of Income) (unaudited) (In Thousands, except Earnings per Share Data) SIX MONTHS ENDED THREE MONTHS ENDED -------------------- ------------------ DEC. 29, DEC. 30, DEC. 29, DEC. 30, 1995 1994 1995 1994 --------- --------- --------- --------- Revenues $ 11,322 $ 9,892 $ 5,591 $ 5,784 Cost of revenues 7,084 6,801 3,365 4,009 ---------- ---------- ---------- ---------- Gross profit 4,238 3,091 2,226 1,775 ---------- ---------- ---------- ---------- Selling, general & administrative 2,761 2,562 1,486 1,332 ---------- ---------- ---------- ---------- expenses Income from operations 1,477 529 740 443 ---------- ---------- ---------- ---------- Other income (expense): Interest expense (76) (90) (35) (45) Other income (expense) 449 297 265 82 ---------- ---------- ---------- ---------- Total 373 207 230 37 ---------- ---------- ---------- ---------- Income before income taxes and minority interest 1,850 736 970 480 Income taxes 743 331 383 192 ---------- ---------- ---------- ---------- Income before minority interest 1,107 405 587 288 Minority interest 789 182 389 100 ---------- ---------- ---------- ---------- Net income $ 318 $ 223 $ 198 $ 188 ========== ========== ========== ========== Earnings per share: Primary $ 0.25 $ 0.19 $ 0.16 $ 0.16 Fully diluted $ 0.25 $ 0.19 $ 0.16 $ 0.16 Weighted average number of shares outstanding Primary 1,268,091 1,175,462 1,262,453 1,185,636 Fully diluted 1,276,255 1,175,462 1,248,377 1,185,636
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
TRIO-TECH INTERNATIONAL CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (In Thousands) SIX MONTHS ENDED ------------------- DEC. 29, DEC. 30, 1995 1994 --------- --------- Net income $ 318 $ 223 Cash flows from operating activities: Adjustments to reconcile net income to Cash provided by operations: Depreciation and amortization 282 308 Effect of exchange rate changes on Operating assets (234) 29 Changes in assets and liabilities: Accounts receivable, net (1,050) (1,054) Notes and other receivables 23 (182) Inventories (284) (22) Prepaid expenses & other current assets (39) 31 Other assets 39 (3) Accounts payable and accrued expenses 2,034 777 Deferred taxes (19) 46 --------- --------- Net cash provided by operating activities 1,070 153 --------- --------- Cash flows from investing activities: Certificates of deposit (1,353) 109 Capital expenditures, net (486) (696) Minority interest 922 162 ---------- ---------- Net cash used in investing activiti (917) (425) ---------- ---------- Cash flows from financing activities: Payments on notes payable and lines of credit (219) 25 Proceeds from long-term debt and capitalized leases 159 14 Principal payments of long-term debt capitalized leases (116) (321) Issuance of common stock 36 3 --------- --------- Net cash used in financing activities (140) (279) --------- --------- Effect of exchange rate on cash 298 337 Net increase (decrease) in cash 311 (214) Cash, beginning of the period 674 521 --------- --------- Cash , end of the period $ 985 $ 307 ========= ========= Supplemental disclosure of cash flow information Cash paid during the period for: Interest paid $ 57 $ 67 Taxes paid $ 76 $ 31
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS. TRIO-TECH INTERNATIONAL NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1. Basis of Presentation The financial information included herein is unaudited; however, such information reflects all adjustments (consisting solely of normal recurring adjustments) which are, in the opinion of management, necessary for the fair statement of results for the interim periods. The results of operations for the three month period ended December 29, 1995 is not necessarily indicative of the results expected for the full year. NOTE 2. Inventories The composition of inventories is as follows (in thousands): Dec. 29, June 30, 1995 1995 ------------ ----------- Raw Materials $ 584 $ 559 Work in Process 320 403 Finished Goods 572 230 ------------- ------------- Total $ 1,476 $ 1,192 =========== =========== NOTE 3. Other Assets The composition of other assets is as follows (in thousands): Dec. 29, June 30, 1995 1995 ------------ ------------ Goodwill (net of amortization) $ 264 $ 301 Other Assets 195 232 ------------ ------------- Total $ 459 $ 533 =========== ============= NOTE 4. Common Stock In October, 1994 the Board of Directors approved a one-for-four reverse stock split. Common stock and stock options have been retroactively adjusted for the split. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 1. Liquidity and Capital Resources The Company's working capital increased from $1,689,000 at June 30, 1995 to $2,918,000 at December 29, 1995 an improvement of $1,229,000 for the first two quarters. This is attributable to an improvement in sales and profitability. The Company's subsidiary, TTI Pte, has a secured credit agreement with a bank which provides for a total line of credit of $ 655,000. The Company's subsidiary, TTM, has a secured credit agreement with a bank which provides for a total line of credit of $234,000. There were no borrowings under these lines as of December 29, 1995. There is no current financing available to fund operations outside of the far east region. On December 21, 1995, the Company extended it's credit agreement with ICC Bank plc. The additional term loan of 100,000 Irish Pounds was advanced for a period of 12 years. Interest is at the bank's prime rate (5.618% at December 29,1995) plus 3%. 2. Material Changes in Financial Position There were no material changes in the financial position of the Company during the six month period ending December 29, 1995. 3. Material Changes in Results of Operations (a) Comparison of the Six Month Period Ending December 29, 1995 and December 30, 1994. Sales have increased 14% in the six month period ending December 29, 1995 as compared to the corresponding period in the previous year. Gross margin has improved 6%, from 31% for the period ended December 30, 1994, to 37% for the period ended December 29,1995. This is mainly due to high gross margins from the test labs in Singapore and Malaysia. Selling, general and administrative expenses have increased $ 199,000 (8%) as a result of the increase in sales activity and have decreased as a percentage of sales to 24% for the six months ended December 29,1995 as compared to 26% for the six months ended December 30, 1994. Interest expense has declined as a result of reduced borrowings. Other income increased $ 152,000 due to currency exchange gains. Minority interest has increased $607,000 due to the improved performance from the Malaysia operations. PART II. OTHER INFORMATION Item 2. Changes in securities. A reverse stock split (the "Reverse Split" ) of the common stock was confirmed with a date of record for determining the Stockholders entitled to participate in the Reverse Split of October 13, 1994. The Reverse Split was a 1-for-4 reverse stock split whereby each outstanding share of existing common stock was automatically converted into one-fourth of a share of common stock. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. TRIO-TECH INTERNATIONAL ----------------------- Registrant By ----------------------------------------------- A. Charles Wilson Chairman Dated: February 2, 1996 EX-11 2
TRIO-TECH INTERNATIONAL EXHIBIT 11.1 STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS (unaudited) (In Thousands, except Earnings per Share Data) SIX MONTHS ENDED THREE MONTHS ENDED ------------------- ------------------ DEC. 29, DEC. 30, DEC. 29, DEC. 30, 1995 1994 1995 1994 ------- ------- ------- ------- Net income $ 318 $ 223 $ 198 $ 188 Primary earnings per share: Weighted average number of common shares outstanding 1,186 1,153 1,190 1,154 Dilutive effect of stock options and warrants after application of treasury stock method 82 22 72 32 -------- -------- -------- -------- Number of shares used to compute primary earnings per share 1,268 1,175 1,262 1,186 ======== ======== ======== ======== Primary earnings per share: Earnings per share $ 0.25 $ 0.19 $ 0.16 $ 0.16 ======== ======== ======== ======== Fully diluted earnings per share: Weighted average number of common shares outstanding 1,186 1,153 1,190 1,154 Dilutive effect of stock options and warrants after application of treasury stock method 90 22 58 32 -------- -------- -------- -------- Number of shares used to compute fully diluted earnings per share 1,276 1,175 1,248 1,186 ======== ======== ======== ======== Fully diluted earnings per share: Earnings per share $ 0.25 $ 0.19 $ 0.16 $ 0.16 ======== ======== ======== ========
EX-27 3
5 0000732026 TRIO-TECH INTERNATIONAL 1000 6-MOS JUN-29-1996 JUN-30-1995 DEC-29-1995 985 1906 5190 0 1476 9862 17538 12315 15543 6944 0 4848 0 0 0 15543 11322 11322 7084 2761 (449) 0 76 1850 743 1107 0 0 (789) 318 .25 .25
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