8-K

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 16, 2022

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	318996
(Address of Principal Executive Offices)	(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

On May 16, 2022, Trio-Tech International (“the Company”) issued a press release announcing its financial results for the fiscal quarter ended December 31, 2021. A copy of the press release is attached as Exhibit 99.1.

The information under this item 2.02 of this Current Report, including the exhibit hereto to the extent the same relates to this item 2.02, 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 under this item 2.02 of this Current Report, including the exhibit hereto to the extent the same relates to this item 2.02, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

On May 16, 2022, the Company announced the appointment of Ms. Srinivasan Anitha as Chief Financial Officer (CFO) effective July 1, 2022. Ms. Anitha, 42, a Chartered Accountant and a Certified Internal Auditor, has over twenty years of diversified experience in areas of audit, finance and corporate consulting. Ms Anitha has been a consultant to the Company for more than the past 5 years and is currently serving as the Internal Audit Team Leader of the Company. She had been employed by the Company from 2006 to 2012. She holds a Bachelor’s Degree in Commerce from the University of Madras, India. She is a member of The Institute of Singapore Chartered Accountants, The Institute of Chartered Accountants of India and The Institute of Internal Auditors.

Ms. Anitha will succeed Mr Victor Ting Hock Ming, who will step down as Chief Financial Officer, effective July 1, 2022, as reported in the Form 10-Q for the third quarter of fiscal 2022. Ms Anitha has signed a standard offer letter with the Company upon this appointment.

A copy of the press release is attached as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Press Release of Trio-Tech International dated May 16, 2022

104  Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 16, 2022

TRIO-TECH INTERNATIONAL

By: /s/ VICTOR H.M. TING

Name: Victor H.M. Ting,

Title: Vice President and

Chief Financial Officer

EXIBIT INDEX

Exhibit Number	Description
99.1	Press Release of Trio-Tech International dated May 16, 2022
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

EX-99.1

Exhibit 99.1

LOS ANGELES SINGAPORE KUALA LUMPUR BANGKOK SUZHOU TIANJIN CHONGQING JIANGSU

 FOR IMMEDIATE RELEASE Company Contact:  A. Charles Wilson  Chairman  (818) 787-7000 Investor Contact: Berkman Associates (310) 927-3108 robert.jacobs@jacobscon.com

Trio-Tech Reports Nine Month Net Income of $0.38 Per Share

Versus $0.10 on 39% Increase in Revenue;

Third Quarter Revenue Increased 37%

Van Nuys, CA – May 16, 2022 – Trio-Tech International (NYSE MKT: TRT) today announced financial results for the third quarter and first nine months of fiscal 2022.

Third Quarter Results

Revenue for the third fiscal quarter increased 37% to $11,138,000 from $8,112,000 for the same quarter of fiscal 2021. Distribution revenue increased 147% to $3,620,000 from $1,467,000 last year. Testing services revenue increased 26% to $4,417,000 from $3,504,000 a year ago. Manufacturing revenue decreased 1% to $3,097,000 compared to $3,130,000 last year.

Gross margin increased 20% to $2,474,000 compared to $2,060,000 for last year’s third quarter, reflecting improved margins in the Company’s testing and distribution segments, offset by lower margins in manufacturing.

Total other income was $96,000, compared to $248,000 in the same quarter last year. In the third quarter this year, government grants to offset the negative impact of the COVID-19 pandemic were $Nil, compared to $107,000 in similar governmental grants in the same quarter last year.

The net loss attributable to Trio-Tech International Common Shareholders for the three months ended March 31, 2022 was $167,000, or $0.04 per share, which includes non-cash stock compensation expenses of $433,000. This compares to net income of $178,000, or $0.04 per diluted share, including non-cash stock compensation expenses of $129,000, for the same quarter last year.

Nine Months Results

For the first nine months of fiscal 2022, revenue increased 39% to $32,231,000 compared to $23,154,000 for the first nine months of fiscal 2021, reflecting a 40% increase in testing services revenue to $13,983,000 from $10,018,000, a 112% increase in distribution revenue to $8,038,000 from $3,790,000, and a 9% increase in manufacturing revenue to $10,187,000 from $9,324,000.

Gross margin for the first nine months of fiscal 2022 increased 57% to $8,543,000, or 27% of revenue, from $5,448,000, or 24% of revenue, for the first nine months last year.

General and administrative expenses increased to $6,305,000, or 20% of revenue, for the first nine months of fiscal 2022 from $5,245,000, or 23% of revenue, for the same period last year, while total operating expenses increased to $7,047,000, or 22% of revenue, from $5,877,000, or 25% of revenue.

Net income attributable to Trio-Tech International Common Shareholders for the first nine months of fiscal 2022 was $1,605,000, or $0.38 per diluted share, compared to $405,000, or $0.10 per diluted share, for the first nine months of fiscal 2021

Shareholders' equity at March 31, 2022 was $28,120,000, or $6.98 per outstanding share, compared to $25,634,000, or $6.55 per outstanding share, at June 30, 2021. There were approximately 4,029,180 common shares outstanding at March 31,2022.

(more)

16139 Wyandotte Street, Van Nuys, CA 91406,  USA  ●  TEL:  (818) 787-7000  ●  FAX  (818) 787-9130

Trio-Tech Reports Nine Month Net Income of $0.38 Per Share

May 16, 2022

Page Two

CEO Comments

S.W. Yong, Trio-Tech's CEO, said, "We were required to close our facility in Tianjin, China for several days in January in compliance with the city government’s lockdown measures for mandatory testing of residents under China’s ZERO-COVID policy. We resumed full operations in Tianjin on January 21, 2022. This temporary shut-down resulted in lost revenue for the fiscal third quarter of approximately $260,000. Despite this, we posted sharp revenue gains in our testing services and distribution operations for the third quarter, typically the weakest quarter of our fiscal year, which is an encouraging sign of improving business conditions for our customers and their gradual recovery from the effects of the pandemic. We are cautiously optimistic about the business outlook for the fourth quarter.”

Yong added, “During the third quarter, we established our new joint venture company, Trio-Tech (Jiangsu) Co. Ltd. to provide sub-contract services to semiconductor and other electronics industries, primarily in Suzhou, China. While this joint venture has commenced operations and recently signed its first customer contract, it is not expected to contribute substantially to operating results in the current fiscal year.

“The Board of Directors would like to thank and congratulate our Chief Financial Officer, Mr. Victor Ting, upon his retirement next month, for his many years of service and innumerable contributions to the Company. His valuable knowledge will continue to benefit Trio-Tech as he serves on our Board of Directors. Taking over his duties as CFO beginning in Fiscal 2023 will be Ms. Srinivasan Anitha, a Chartered Accountant and Certified Internal Auditor who has worked closely with the Company and its management for the past 15 years. We believe her thorough knowledge and experience of our business and background will be a significant asset as we work to improve operating margins and drive increased shareholder value in the coming years”, he said.

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						Nine Months Ended
	March 31,						March 31,
	2022			2021			2022			2021
Revenue
Manufacturing	$	3,097		$	3,130			10,187		$	9,324
Testing Services		4,417			3,504			13,983			10,018
Distribution		3,620			1,467			8,038			3,790
Real Estate		4			11			23			22
		11,138			8,112			32,231			23,154
Cost of Sales
Cost of manufactured products sold		2,530			2,148			7,838			6,855
Cost of testing services rendered		3,169			2,651			9,141			7,651
Cost of distribution		2,945			1,234			6,651			3,142
Cost of real estate		20			19			58			58
		8,664			6,052			23,688			17,706
Gross Margin		2,474			2,060			8,543			5,448
Operating Expenses:
General and administrative		2,378			1,923			6,305			5,245
Selling		146			123			449			356
Research and development		80			79			293			277
Gain on disposal of property, plant and equipment		--			--			--			(1	)
Total operating expenses		2,604			2,125			7,047			5,877
(Loss) Income from Operations		(130	)		(65	)		1,496			(429	)
Other Income (Expenses)
Interest expense		(31	)		(25	)		(87	)		(96	)
Other income, net		127			273			669			627
Total other income		96			248			582			531
(Loss) Income from Continuing Operations before Income Taxes		(34	)		183			2,078			102
Income Tax Expenses		(170	)		(118	)		(503	)		(125	)
(Loss) Income from Continuing Operations before Non-controlling Interest, net of tax		(204	)		65			1,575			(23	)
Income (loss) from Discontinued Operations, net of tax		--			1			5			(26	)
NET (LOSS) INCOME		(204	)		66			1,580			(49	)
Less: Net (loss) Attributable to Non-controlling Interest		(37	)		(112	)		(25	)		(454	)
Net (Loss) Income Attributable to Trio-Tech International		(167	)		178			1,605			405
Net Income Attributable to Trio-Tech International:
(Loss) Income from Continuing Operations, net of tax		(167	)		177			1,603			418
Income (loss) from Discontinued Operations, net of tax		--			1			2			(13	)
Net (Loss) Income Attributable to Trio-Tech International	$	(167	)	$	178			1,605		$	405
Basic (Loss) Earnings per Share	$	(0.04	)	$	0.05			0.40		$	0.11
Diluted (Loss) Earnings per Share	$	(0.04	)	$	0.04			0.38		$	0.10
Weighted Average Shares Outstanding - Basic		3,949			3,913			3,949			3,913
Weighted Average Shares Outstanding - Diluted		4,221			4,046			4,140			4,030

TRIO‑TECH INTERNATIONAL AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

UNAUDITED (IN THOUSANDS)

	Three Months Ended						Nine Months Ended
	March 31,						March 31,
	2022			2021			2022			2021
Comprehensive (Loss) Income Attributable to Trio-Tech International:
Net (loss) income	$	(204	)	$	66		$	1,580		$	(49	)
Foreign Currency Translation, net of tax		16			(468	)		(22	)		1,115
Comprehensive (Loss) Income		(188	)		(402	)		1,558			1,066
Less: Comprehensive Income (Loss) Attributable to Non-controlling Interest		(46	)		(136	)		(40	)		(455	)
Comprehensive (Loss) Income Attributable to Trio-Tech International	$	(142	)	$	(266	)	$	1,598		$	1,521

TRIO‑TECH INTERNATIONAL AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT NUMBER OF SHARES)

	Mar. 31,		Jun. 30,
	2022		2021
	(unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	7,478	$	5,836
Short-term deposits		4,953		6,651
Trade accounts receivable, net		10,585		8,293
Other receivables		735		325
Contract assets		594		337
Inventories, net		2,272		2,080
Prepaid expenses and other current assets		732		418
Financed Sales Receivable		21		19
Total current assets		27,370		23,959
Deferred tax assets		189		217
Investment properties, net		636		681
Property, plant and equipment, net		9,107		9,531
Operating lease right-of-use assets		2,602		1,876
Other assets		141		262
Restricted term deposits		1,735		1,741
Financed Sales Receivable		23		39
Total non-current assets		14,433		14,347
TOTAL ASSETS	$	41,803	$	38,306
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Lines of credit	$	523	$	72
Accounts payable		2,220		3,702
Accrued expenses		3,870		2,690
Contract Liabilities		1,172		673
Income taxes payable		476		314
Current portion of bank loans payable		493		439
Current portion of finance leases		136		197
Current portion of operating leases		758		672
Total current liabilities		9,648		8,759
Bank loans payable, net of current portion		1,470		1,621
Finance leases, net of current portion		152		253
Operating leases, net of current portion		1,844		1,204
Income taxes payable		281		385
Other non-current liabilities		31		31
Total non-current liabilities		3,778		3,494
TOTAL LIABILITIES		13,426		12,253
EQUITY
TRIO-TECH INTERNATIONAL'S SHAREHOLDERS' EQUITY:
Common stock, no par value, 15,000,000 shares authorized; 4,029,180 and 3,913,055 shares issued and outstanding at March 31, 2022 and June 30, 2021, respectively		12,607		12,178
Paid-in capital		4,692		4,233
Accumulated retained earnings		8,429		6,824
Accumulated other comprehensive gain-translation adjustments		2,392		2,399
Total Trio-Tech International shareholders' equity		28,120		25,634
Non-controlling interest		257		419
TOTAL EQUITY		28,377		26,053
TOTAL LIABILITIES AND EQUITY	$	41,803	$	38,306

XML

Document And Entity Information	May 16, 2022
Document Information [Line Items]
Entity, Registrant Name	TRIO-TECH INTERNATIONAL
Document, Type	8-K
Document, Period End Date	May 16, 2022
Entity, Incorporation, State or Country Code	CA
Entity, File Number	1-14523
Entity, Tax Identification Number	95-2086631
Entity, Address, Address Line One	Block 1008 Toa Payoh North
Entity, Address, City or Town	Unit 03-09
Entity, Address, Country	SG
Entity, Address, Postal Zip Code	318996
City Area Code	65
Local Phone Number	6265 3300
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, no par value
Trading Symbol	TRT
Security Exchange Name	NYSEAMER
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000732026