-----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, PVaWxL0bR9YJfa81ffaCOeruAroGKcDovKav1r5cjduIgOrBSAZa0KwZ7yIZ2MNc K4+TC/l1h2tgkhmTfeiWmg== 0000732026-95-000009.txt : 19951119 0000732026-95-000009.hdr.sgml : 19951119 ACCESSION NUMBER: 0000732026-95-000009 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19950929 FILED AS OF DATE: 19951113 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: 95589099 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 September 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 October 31, 1995, the Registrant had outstanding approximately 1,192,702* 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.
ITEM 1. FINANCIAL STATEMENTS TRIO-TECH INTERNATIONAL (Condensed Consolidated Balance Sheet) (unaudited) (In Thousands) Sep. 29 Jun. 30, 1995 1995 ------- ------- ASSETS CURRENT ASSETS Cash $ 885 $ 674 Certificates of deposit 1,050 553 Accounts receivable - net 5,086 4,140 Notes & other receivables 178 186 Inventories 1,260 1,192 Prepaid expenses 235 103 -------- -------- Total current assets 8,694 6,848 -------- -------- PROPERTY, EQUIPMENT AND CAPITALIZED LEASES, NET 5,229 5,265 OTHER ASSETS 457 533 -------- -------- TOTAL ASSETS $ 14,380 $ 12,646 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Notes payable $ 40 $ 219 Accounts payable 2,238 1,643 Accrued expenses 2,502 2,246 Income taxes payable 941 592 Current portion of long-term debt and 420 459 -------- -------- capitalized leases Total current liabilities 6,141 5,159 -------- -------- LONG-TERM DEBT AND CAPITALIZED LEASES, Net of current portion 556 597 DEFERRED TAXES 844 870 MINORITY INTEREST 2,092 1,601 SHAREHOLDERS' EQUITY: Common stock; authorized, 2,500,000 shares; issued and outstanding, 1,181,002 shares at September 29, 1995 and June 30, 1995 stated at 4,822 4,822 Accumulated deficit (2,022) (2,142) Cumulative currency translation 1,947 1,739 ------- ------- Total shareholders' equity 4,747 4,419 ------- ------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 14,380 $ 12,646 ======== ========
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
TRIO-TECH INTERNATIONAL (Condensed Consolidated Statement of Income) (unaudited) (In Thousands, except Earnings per Share Data) THREE MONTHS ENDED ------------------ SEP. 29, SEP. 30, 1995 1994 ------- ------- Revenues $ 5,733 $ 4,108 Cost of revenues 3,721 2,792 -------- -------- Gross profit 2,012 1,316 -------- -------- Selling, general & administrative expenses 1,275 1,230 -------- -------- Income from operations 737 86 -------- -------- Other income (expense): Interest expense (41) (45) Other income (expense) 184 215 ------ -------- Total 43 170 ------- ------- Income before income taxes and minority interest 880 256 Income taxes 360 139 -------- ------- Income before minority interest 520 117 Minority interest 400 82 -------- -------- Net income $ 120 $ 35 ======== ======== Net income per share: Primary $ 0.08 $ 0.03 Fully diluted $ 0.06 $ 0.03 Weighted average number of shares outstanding Primary 1,594,558 1,159,598 Fully diluted 1,950,567 1,159,598
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
TRIO-TECH INTERNATIONAL CONSOLIDATED STATEMENTS OF CASH FLOWS (unadited) (In Thousands) THREE MONTHS ENDED ------------------ SEP. 29, SEP. 30, 1995 1994 -------- -------- Net income $ 120 $ 35 Cash flows from operating activities: Adjustments to reconcile net income to Cash provided by operations: Depreciation and amoritization 140 286 Effect of exchange rate changes on Operating assets 82 27 Changes in assets and liabilities: Accounts receivable, net (946) 163 Notes and other receivables 8 (153) Inventories (68) (265) Prepaid expenses & other current assets (132) (40) Other assets 60 (3) Accounts payable and accrued expenses 1,200 88 Deferred taxes (26) 20 Net cash provided by operating activities 438 158 --------- --------- Cash flows from investing activities: Certificates of deposit (497) 280 Capital expenditures, net (88) (512) Minority interest 587 72 -------- -------- Net cash provided by investing activities 2 160) -------- ------- Cash flows from financing activities: Payments on notes payable and lines of credit (179) 40 Proceeds from long-term debt and capitalized leases 19 15 Principal payments of long-term debt capitalized leases (99) (133) Issuance of common stock 3 ------- -------- Net cash used in financing activities (259) (75) --------- -------- Effect of exchange rate on cash 30 20 Net increase (decrease) in cash 211 (57) Cash, beginning of the period 674 521 --------- --------- Cash , end of the period $ 885 $ 464 ========= ========= Supplemental disclosure of cash flow information Cash paid during the period for: Interest paid $ 39 $ 40 Taxes paid $ 25 $ 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 September 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): Sept.29, June 30, 1995 1995 ------------ ----------- Raw Materials $ 589 $ 559 Work in Process 316 403 Finished Goods 355 230 ------------ ------------ Total $ 1,260 $ 1,192 ============ ============ NOTE 3. Other Assets The composition of other assets is as follows (in thousands): Sept. 29, June 30, 1995 1995 ------------ ------------ Goodwill (net of amortization)$ 281 $ 301 Other Assets 176 232 ----------- ------------- Total $ 457 $ 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 improved $ 864,000 during the first quarter. This is due to 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 September 29, 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 September 29, 1995. 3. Material Changes in Results of Operations (a) Comparison of the Three Month Period Ending September 29, 1995 and September 30, 1994. The Company recorded $ 120,000 of profit during the first quarter ($ 35,000 for the three months ended September 30, 1994). Sales have increased by 40% in the three month period ending September 29, 1995 as compared to the corresponding period in the previous year. Gross margins have improved by 3% to 35% for the period ended September 29, 1995, as compared to 32% for the corresponding period in the previous year. Selling, general and administrative expenses have increased $45,000 (4%) as a result of the increase in sales activity and have decreased as a percentage to sales to 22% for the three months ended September 29, 1995, as compared to 30% for the three months ended September 30, 1994. Interest expenses have declined as a result of a reduction in borrowings against a line of credit. Other income decreased $ 31,000 due to a decrease in realized and unrealized gains. 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 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. 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 January 31, 1994 3,724,000 shares had been delivered to the Transfer Agent for the new stock certificates. The Company approximates the number of currently outstanding shares to be 1,192,702. 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 /s/ ----------------------------------------- A. Charles Wilson Chairman Dated: November 9, 1995 EX-11 2
TRIO-TECH INTERNATIONAL EXHIBIT 11.1 STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS (unaudited) (in thousands, except per share data) THREE MONTHS ENDED ------------------ SEP. 29, SEP. 30, 1995 1994 ------- ------- Net income $ 120 $ 35 Primary earnings per share: Weighted average number of common shares outstanding 1,181 1,152 Dilutive effect of stock options and warrants after application of treasury stock method 414 8 -------- -------- Number of shares used to compute primary ------- ------- earnings per share 1,595 1,160 ======== ======== Primary earnings per share: Net income per share $ 0.08 $ 0.03 ======== ======== Fully diluted earnings per share: THREE MONTHS ENDED ------------------ Weighted average number of common shares outstanding 1,181 1,152 Dilutive effect of stock options and warrants after application of treasury stock method 770 8 -------- -------- Number of shares used to compute fully diluted earnings per share 1,951 1,160 ======== ======== Fully diluted earnings per share: Net income per share $ 0.06 $ 0.03 ======== ========
EX-27 3
5 0000732026 TRIO-TECH INTERNATIONAL 1000 3-MOS JUN-29-1996 JUN-30-1995 SEP-29-1995 885 1050 5086 0 1260 8694 17200 (11970) 14380 6141 0 4822 0 0 (75) 14380 5733 5733 3721 1675 (184) 0 41 480 360 120 0 0 0 120 0.08 0.06
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