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): November 10, 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 November 10, 2022, Trio-Tech International issued a press release announcing its financial results for the fiscal quarter ended September 30, 2022. A copy of the press release is attached as Exhibit 99.1.

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 November 10, 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:     November 10, 2022

TRIO-TECH INTERNATIONAL
By:	/s/ SRINIVASAN ANITHA
Name:     Srinivasan Anitha, Title:       Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release of Trio-Tech International dated November 10, 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 First Quarter Net Income

of $0.21 Per Share As Revenue Increased 17%

Van Nuys, CA -- November 10, 2022 – Trio-Tech International (NYSE MKT: TRT) today announced financial results for the first quarter of fiscal 2023.

Revenue for the three months ended September 30, 2022 increased 17% to $11,939,000 compared to $10,171,000 for the three months ended September 30, 2021, highlighted by a 38% increase in testing services revenue.

Overall gross margin increased 14%, but declined to 30% of revenue compared to 31% of revenue in the same quarter last year, primarily related to lower margin product mix at testing services and manufacturing operations.

Net income for the first quarter of fiscal 2023 was $882,000, or $0.21 per diluted share, compared to net income of $917,000, or $0.23 per diluted share, for the first quarter last year.

Shareholders' equity at September 30, 2022 decreased to $27,818,000, or $6.82 per outstanding share, compared to $28,002,000, or $6.88 per outstanding share at June 30, 2022. There were approximately 4,077,000 and 4,072,000 common shares outstanding at September 30, 2022 and June 30, 2022, respectively.

CEO Comments

S.W. Yong, Trio-Tech's CEO, said, “Remarkable revenue growth in our testing services business was the key to another successful quarter for our company, and our manufacturing segment delivered modest revenue growth as well. With encouraging backlog and a strong balance sheet, including cash and short-term deposits of $12,257,000, or about $3.00 per outstanding share, we remain cautiously optimistic about Trio-Tech’s financial performance for fiscal 2023.”

About Trio‑Tech

Established in 1958, Trio-Tech International is located in Van Nuys, California, with its Principal Executive Office and regional headquarters 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 and Jiangsu 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.

(more)

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

Trio-Tech First Quarter Net Income $0.21 Per Share

November 10, 2022

Page Two         

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; geopolitical conflicts, including the war in Ukraine; 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 release 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. Many of these risks and uncertainties are beyond the Company's control. Reference is made to the discussion of risk factors detailed in the Company's filings with the Securities and Exchange Commission including its reports on Form 10-K and 10-Q. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the dates on which they are made.

(tables attached)

TRIO‑TECH INTERNATIONAL AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

UNAUDITED (IN THOUSANDS, EXCEPT EARNINGS PER SHARE)

	Three Months Ended
	September 30,
Revenue	2022			2021
Manufacturing	$	3,585		$	3,562
Testing services		6,364			4,600
Distribution		1,982			1,998
Real estate		8			11
		11,939			10,171
Cost of Sales
Cost of manufactured products sold		2,525			2,434
Cost of testing services rendered		4,126			2,883
Cost of distribution		1,648			1,656
Cost of real estate		18			19
		8,317			6,992
Gross Margin		3,622			3,179
Operating Expense:
General and administrative		2,305			1,980
Selling		173			147
Research and development		73			82
Gain on disposal of property, plant and equipment		4			--
Total operating expense		2,555			2,209
Income from Operations		1,067			970
Other Income / (Expense)
Interest expense		(44	)		(28	)
Other income, net		179			161
Total other income		135			133
Income from Continuing Operations before Income Taxes		1,202			1,103
Income Tax Expense		(225	)		(180	)
Income from Continuing Operations before Non-controlling Interest, net of tax		977			923
Income from Discontinued Operations, net of tax		1			5
NET INCOME		978			928
Less: Net Income Attributable to the Non-controlling Interest		96			11
Net Income Attributable to Trio-Tech International		882			917
Net Income Attributable to Trio-Tech International:
Income from continuing operations, net of tax		882			914
Income from discontinued operations, net of tax		--			3
Net Income Attributable to Trio-Tech International	$	882		$	917
Earnings per share
Basic earnings per share	$	0.22		$	0.23
Diluted earnings per share	$	0.21		$	0.23
Weighted Average Shares Outstanding - Basic		4,077			3,913
Weighted Average Shares Outstanding - Diluted		4,158			4,007

TRIO‑TECH INTERNATIONAL AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

UNAUDITED (IN THOUSANDS, EXCEPT EARNINGS PER SHARE)

	Three Months Ended
	September 30,
	2022			2021
Comprehensive Income Attributable to Trio-Tech International:
Net Income	$	978		$	928
Foreign Currency Translation, net of tax		(1,213	)		(289	)
Comprehensive (Loss) / Income		(235	)		639
Less: Comprehensive Income Attributable to Non-controlling Interests		79			4
Comprehensive (Loss) / Income Attributable to Trio-Tech International	$	(314	)	$	635

TRIO‑TECH INTERNATIONAL AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT NUMBER OF SHARES)

	Sep. 30,		June 30,
	2022		2022
	(Unaudited)		(Audited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	9,428	$	7,698
Short-term deposits		2,829		5,420
Trade account receivables, net		12,491		11,592
Other receivables		942		998
Inventories, net		3,548		2,258
Prepaid expenses and other current assets		631		1,215
Financed sales receivable		20		21
Total current assets		29,889		29,202
Deferred tax assets		173		169
Investment properties, net		533		585
Property, plant and equipment, net		8,687		8,481
Operating lease right-of-use assets		2,759		3,152
Other assets		121		137
Financed sales receivable		11		17
Restricted term deposits		1,632		1,678
Total non-current assets		13,916		14,219
TOTAL ASSETS	$	43,805	$	43,421
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Lines of credit	$	482	$	929
Accounts payable		3,469		2,401
Accrued expense		6,179		6,004
Income taxes payable		968		787
Current portion of bank loans payable		491		472
Current portion of finance leases		104		118
Current portion of operating leases		1,130		1,218
Total current liabilities		12,823		11,929
Bank loans payable, net of current portion		1,251		1,272
Finance leases, net of current portion		91		119
Operating leases, net of current portion		1,629		1,934
Income taxes payable		137		137
Deferred tax liabilities		30		--
Other non-current liabilities		26		28
Total non-current liabilities		3,164		3,490
TOTAL LIABILITIES		15,987		15,419
EQUITY
TRIO-TECH INTERNATIONAL'S SHAREHOLDERS' EQUITY:
Common stock, no par value, 15,000,000 shares authorized; 4,076,680 and 4,071,680 shares issued and outstanding at September 30, 2022 and June 30, 2022, respectively		12,769		12,750
Paid-in capital		4,740		4,708
Accumulated retained earnings		10,101		9,219
Accumulated other comprehensive gain-translation adjustments		1		1,197
Total Trio-Tech International shareholders' equity		27,611		27,874
Non-controlling interest		207		128
TOTAL EQUITY		27,818		28,002
TOTAL LIABILITIES AND EQUITY	$	43,805	$	43,421

XML

Document And Entity Information	Nov. 10, 2022
Document Information [Line Items]
Entity, Registrant Name	TRIO-TECH INTERNATIONAL
Document, Type	8-K
Document, Period End Date	Nov. 10, 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