-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, BTBYPNwzD9DAbCfcLMQ0NeBobP+6qhfucTPCqaPDWu/6UH6IS8Ryc7rN7SVG1pbw Aa5Zl3iAl2TRQvwWC9AXeA== 0000732026-95-000004.txt : 19950606 0000732026-95-000004.hdr.sgml : 19950606 ACCESSION NUMBER: 0000732026-95-000004 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19950331 FILED AS OF DATE: 19950512 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRIO TECH INTERNATIONAL CENTRAL INDEX KEY: 0000732026 STANDARD INDUSTRIAL CLASSIFICATION: 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: 95537386 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 March 31, 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 periodthat 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 April 26, 1995, the Registrant had outstanding approximately 1,171,534* Shares of Common Stock. * See PART II. OTHER INFORMATION, ITEM 2 in connection with a 1-for-4 reverse stock split, whose effective date of record was October 13, 1994. This document contains a total of 8 pages. PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS TRIO-TECH INTERNATIONAL (Condensed Consolidated Balance Sheet) (in thousands)
MAR. 31, JUN. 25, 1995 1994 (unaudited) ----------- ---------- ASSETS CURRENT ASSETS: CASH $ 292 $ 521 CERTIFICATES OF DEPOSIT 658 287 ACCOUNTS RECEIVABLE-NET 3,520 3,272 NOTES & OTHER RECEIVABLES 164 181 INVENTORIES 1,145 1,065 PREPAID EXPENSES AND OTHER CURRENT ASSET 181 199 TOTAL CURRENT ASSETS 5,960 5,525 PROPERTY, EQUIPMENT AND CAPITALIZED LEASES, NET 5,273 5,187 OTHER ASSETS 540 586 TOTAL ASSETS $ 11,773 $ 11,298 LIABILITIES & SHAREHOLDERS' EQUITY CURRENT LIABILITIES: NOTES PAYABLE $ 216 $ 330 ACCOUNTS PAYABLE 1,454 1,574 ACCRUED EXPENSES 2,819 2,508 CURRENT PORTION OF LONG-TERM DEBT AND CAPITALIZED LEASES 407 $ 602 TOTAL CURRENT LIABILITIES 4,896 5,014 LONG-TERM DEBT AND CAPITALIZED LEASES, NET OF CURRENT PORTION 697 939 DEFERRED TAXES 902 853 MINORITY INTEREST 1,285 866 TOTAL LIABILITIES 7,780 7,672 SHAREHOLDERS' EQUITY: CAPITAL STOCK 4,759 4,753 ACCUMULATED DEFICIT (2,296) (2,712) CUMULATIVE CURRENCY TRANSLATION 1,530 1,585 TOTAL SHAREHOLDERS' EQUITY 3,993 3,626 TOTAL LIABILITIES & SHAREHOLDERS' EQUITY $ 11,773 $ 11,298 See notes to Condensed Consolidated Financial Statements.
TRIO-TECH INTERNATIONAL (Condensed Consolidated Statement of Income) (in thousands, except Earnings per Share Data)
NINE MONTHS ENDED THREE MONTHS ENDED MAR. 31, MAR. 25, MAR. 31, MAR. 25, 1995 1994 1995 1994 (unaudited) (unaudited) REVENUES $ 14,010 $ 10,840 $ 4,118 $ 3,520 COST OF REVENUES 9,412 7,403 2,611 2,402 GROSS PROFIT 4,598 3,437 1,507 1,118 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 3,791 3,083 1,229 894 INTEREST EXPENSE 139 236 49 87 OTHER INCOME (39) (122) (142) 68 MINORITY INTEREST 307 92 125 78 TOTAL OPERATING EXPENSES 3,798 3,289 1,261 1,127 INCOME (LOSS) BEFORE TAXES AND EXTRAORDINARY GAIN 800 148 246 (9) INCOME TAXES 384 334 53 45 NET INCOME (LOSS) BEFORE EXTRAORDINARY GAIN 416 (186) 193 (54) EXTRAORDINARY GAIN (LOSS) (LESS APPLICABLE INCOME TAXES OF $50,000) 1,737 (47) NET INCOME(LOSS) $ 416 $ 1,551 $ 193 $ (101) NET INCOME (LOSS) PER SHARE: PRIMARY: BEFORE EXTRAORDINARY ITEM $ 0.33 $ (0.21) $ 0.14 $ (0.06) EXTRAORDINARY ITEM 1.93 (0.05) $ 0.33 $ 1.72 $ 0.14 $ (0.11) FULLY DILUTED: BEFORE EXTRAORDINARY ITEM $ 0.32 $ (0.21) $ 0.13 $ (0.06) EXTRAORDINARY ITEM 1.93 (0.05) $ 0.32 $ 1.72 $ 0.13 $ (0.11) WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: PRIMARY 1,256,465 898,465 1,364,757 898,465 FULLY DILUTED 1,287,203 898,465 1,456,973 898,465 See notes to Condensed Consolidated Financial Statements.
TRIO-TECH INTERNATIONAL CONSOLIDATED STATEMENT OF CASH FLOW (in thousands) SIX MONTHS ENDED MAR. 31, MAR. 25, 1995 1994 (unaudited) (unaudited) CASH FLOWS FROM OPERATING ACTIVITIES: NET INCOME $ 416 $ 1,551 ADJUSTMENTS TO RECONCILE NET INCOME TO CASH PROVIDED BY OPERATIONS: DEPRECIATION & AMORTIZATION 911 734 PROVISION FOR BAD DEBT & INVENTORY OBSOLESCENCE 20 11 EXTRAORDINARY GAIN (1,737) EFFECT OF EXCHANGE RATE CHANGES ON OPERATING ASSETS 80 10 CHANGE IN ASSETS & LIABILITIES: ACCOUNTS RECEIVABLE (268) 107 NOTES AND OTHER RECEIVABLES 17 (87) INVENTORIES (80) 4 PREPAID EXPENSES & OTHER CURRENT ASSETS 18 (51) OTHER ASSETS (10) (175) ACCOUNTS PAYABLE AND ACCRUED EXPENSES 191 (300) DEFERRED TAXES 49 131 TOTAL ADJUSTMENTS 928 1,353) NET CASH PROVIDED BY OPERATING ACTIVITIES 1,344 198 CASH FLOWS FROM INVESTING ACTIVITIES: CERTIFICATES OF DEPOSIT (371) 742 CAPITAL EXPENDITURES, NET (941) (165) MINORITY INTEREST 284 70 NET CASH PROVIDED BY INVESTING ACTIVITIES (1,028) 647 CASH FLOWS FROM FINANCING ACTIVITIES: CHANGE IN SHORT-TERM NOTES PAYABLE (114) (1,649) PROCEEDS FROM LONG-TERM DEBT AND CAPITAL LEASES 18 590 PRINCIPLE PAYMENTS OF LONG-TERM DEBT AND CAPITAL LEASES (455) (742) PURCHASE OF COMMON STOCK 6 789 NET CASH USED IN FINANCING ACTIVITIES (545) (1,012) NET DECREASE IN CASH (229) (167) CASH AT THE BEGINNING OF THE PERIOD 521 615 CASH AT THE END OF THE PERIOD $ 292 $ 448 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: CASH PAID DURING THE PERIOD FOR: INTEREST PAID $ 131 $ 210 TAXES PAID $ 40 $ 114
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 nine month period ended March 31, 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): Mar. 31, June 24, 1995 1994 Raw Material $ 449 $ 541 Work in Process 303 402 Finished Goods 393 122 $ 1,145 $ 1,065 NOTE 3. Other Assets The composition of other assets is as follows (in thousands): Mar. 31, June 24, 1995 1994 Goodwill (net of amortization) $ 318 $ 367 Other Assets 222 219 Other Assets $ 540 $ 586 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 respectively 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 improved $ 552,000 during the first three quarters, despite financing the purchase of land and building in Batang Kali, Malaysia with cash and certificates of deposits in the first quarter. The improvement in working capital is attributable to the significant increase in sales and profitability in the third quarter. The Company has a secured credit agreement with Standard Charter Bank which provides for a total line-of-credit of approximately $ 655,000 which can be used to finance the company's far east operations. Borrowings under the line were $ 176,000 as of March 31, 1995. There is no current financing available to fund operations outside of the Far East region. 2. Material Changes in Financial Position There were no material changes in the financial position of the Company during the three month period ending March 31, 1995. 3. Material Changes in results of Operations (a) Comparison of the Nine Month Period Ending March 31, 1995 and March 25, 1994. The Company posted an additional $ 193,000 in profit during the third quarter ($ 416,000 for the nine months ended March 31, 1995). Sales have increased 29% in the nine month period ending March 31, 1995, as compared to the corresponding period in the previous year. Gross margins have improved to 33% for the nine month period ended March 31, 1995, as compared to 32% for the corresponding period in the previous year. Selling, general and administrative expenses have increased $ 708,000 (23%) in the nine month period ending March 31, 1995, as a direct result of the increase in sales activity and have decreased as a percentage of sales to 27% for the nine months ended March 31, 1995, as compared to 28% for the nine months ended March 25, 1994. Interest expenses have continued to decline as a result of refinancing and restructuring of bank borrowings. Other income increased $ 317,000 due to an increase in realized gains and a reduction in unrealized losses. Minority interest has increased significantly mainly 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 one-for-four reverse stock split whereby each outstanding share of existing common stock was automatically converted into one-fourth of a share of common stock. Fractional interests resulting from the Reverse Split were rounded up to the nearest whole share, with half-shares being rounded up to the next whole number. For example, a person holding 101 shares prior to the Reverse Split would now hold 25 shares, the remaining 1/4 share having been canceled and disregarded; persons holding 102 or 103 shares received 26 full shares after the Reverse Split. As of March 31, 19954, 4,282,674 shares had been delivered to the Transfer Agent for the new stock certificates. The Company approximates the number of currently outstanding shares to be 1,171,534. 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 under- signed thereunto duly authorized. TRIO-TECH INTERNATIONAL Registrant A. Charles Wilson A. Charles Wilson, Chairman Dated: May 12, 1995 EX-11 2 EXHIBIT 11.1 EXHIBIT 11.1 TRIO-TECH INTERNATIONAL COMPUTATION OF EARNINGS PER SHARE (in thousands, except Earnings per Share Data)
NINE MONTHS ENDED THREE MONTHS ENDED MAR. 31, MAR. 25, MAR. 31, MAR. 25, 1995 1994 1995 1994 (unaudited) (unaudited) Net Income (loss) before extraordinary Item $ 416 $ (186) $ 193 $ (54) Extraordinary item 1,737 (47) Net Income (loss) $ 416 $ 1,551 $ 193 $ (101) Primary Earnings per share: Weighted average number of common shares outstanding 1,158 898 1,169 898 Dilutive effect of stock options and warrants after application of treasury stock method 98 196 Number of shares used to compute primary earnings per share 1,256 898 1,365 898 Primary earnings per share: Net income (loss) before extraordinary item $ 0.33 $ (0.21) $ 0.14 $ (0.06) Extraordinary item 1.93 (0.05) Net income (loss) per share $ 0.33 $ 1.72 $ 0.14 $ (0.11) Fully diluted earnings per share: Weighted average number of common shares outstanding 1,158 898 1,169 898 Dilutive effect of stock options and warrants after application of treasury stock method 129 288 Number of shares used to compute primary earnings per share 1,287 898 1,457 898 Primary earnings per share: Net income (loss) before extraordinary item $ 0.32 $ (0.21) $ 0.13 $ (0.06) Extraordinary item 1.93 (0.05) Net income (loss) per share $ 0.32 $ 1.72 $ 0.13 $ (0.11)
EX-27 3
5 1,000 9-MOS JUN-30-1995 JUN-25-1994 MAR-31-1995 292 658 3,684 0 1145 181 5273 0 11,773 4,896 0 4,759 0 0 3,993 11,773 14,010 14,010 9,412 3,791 (132) 0 139 800 384 0 0 0 0 416 0.33 0.32
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