false 0000732026 0000732026 2025-02-13 2025-02-13
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): February 13, 2025
 
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 February 13, 2025, Trio-Tech International issued a press release announcing its financial results for the fiscal quarter ended December 31, 2024. 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
 
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:         February 13, 2025
 
TRIO-TECH INTERNATIONAL
By:
/s/ SRINIVASAN ANITHA
Name: Srinivasan Anitha
Title: Chief Financial Officer
 
 

 
EXIBIT INDEX
 
 
Exhibit Number Description
   
99.1
Press Release of Trio-Tech International dated February 13, 2025
 

Exhibit 99.1

 

TRIO-TECH REPORTS FISCAL 2025 SECOND QUARTER FINANCIAL RESULTS AND SHIPMENTS OF DYNAMIC TESTER SYSTEMS FOR THE GROWING SILICON CARBIDE AND GAN POWER MODULE MARKETS

 

Van Nuys, Calif. February 13, 2025 – Trio-Tech International (NYSE MKT: TRT), a comprehensive provider of semiconductor back-end solutions and a global value-added supplier of electronic equipment, today announced its financial results for the second quarter that ended on December 31, 2024. The company also announced shipments of dynamic tester systems for Silicon Carbide (SiC) and Gallium Nitride (GaN) power modules during the quarter.

 

Trio-Tech International Chairman and CEO S.W. Yongs Comments

 

“While our second quarter results were affected by softness in the semiconductor market and slower electronic equipment sales, we made progress with shipments of our dynamic tester systems for the growing SiC and GaN power module markets.

 

“SiC and GaN are revolutionizing power electronics, particularly in high-performance applications where efficiency and thermal management are crucial. Unlike traditional silicon (Si) technology, SiC and GaN facilitate faster switching with reduced energy loss and greater power capacity. As industries prioritize performance, durability, and cost-effectiveness, we believe they will recognize the advantages of these materials, which ultimately need to be tested by systems like our dynamic tester that complies with relevant automotive qualification guidelines (AQG).

 

“SiC and GaN provide significant benefits in efficiency, power density, and thermal tolerance, making them well-suited for demanding applications like industrial power systems, electric vehicles, and advanced computing like AI. Their capability to manage higher voltages and temperatures while reducing energy loss ensures their importance in next-generation power electronics.

 

“While Silicon remains dominant in many markets today, SiC and GaN are positioned to gain traction due to their superior power-handling capabilities and efficiency advantages. Our target customers include suppliers of power modules and inverters to automotive manufacturers, power semiconductor manufacturers, and third-party testing laboratories that provide certification and compliance services for mission-critical applications.

 

“Given the strong global demand for SiC and GaN and the encouraging initial response to our dynamic tester, we are actively engaging with several potential new customers who are developing applications for high-efficiency power solutions. We look forward to providing updates on our progress throughout the remainder of our fiscal year.”

 

Fiscal 2025 Second Quarter Financial Results

 

 

Total revenue was $8.6 million, compared to $12.2 million a year ago.

 

 

 

 

Gross margin was $2.2 million, or 26% of revenue, compared to $2.9 million, or 23% of revenue a year ago.

 

Total operating expense was $2.2 million, compared to $2.2 million a year ago.

 

Loss from operations was $3,000, compared to income from operations of $677,000 a year ago.

 

Other income was $678,000 mainly due to favorable foreign currency movement, compared to other expense of $100,000 a year ago.

 

Net income attributable to common shareholders was $507,000, compared to $507,000 a year ago.

 

Net income per diluted share was $0.12, compared to $0.12 a year ago.

 

Cash and cash equivalents were $10.3 million on December 31, 2024, compared to $10.0 million on June 30, 2024.

 

Fiscal 2025 First Six Months Financial Results

 

 

Total revenue was $18.4 million, compared to $22.2 million a year ago.

 

Gross margin was $4.5 million, or 25% of revenue, compared to $5.4 million, or 24% of revenue a year ago.

 

Total operating expense was $4.4 million, compared to $4.7 million a year ago.

 

Income from operations was $130,000, compared to income from operations of $676,000 a year ago.

 

Other income was $366,000, compared to $145,000 a year ago.

 

Net income attributable to common shareholders was $271,000, compared to $737,000 a year ago.

 

Net income per diluted share was $0.06, compared to $0.17 a year ago.

 

About Trio-Tech International

 

Trio-Tech International (NYSE MKT: TRT) is a California-based company operating in the United States, Singapore, Malaysia, Thailand, and China. Founded in 1958, Trio-Tech is a leading provider of semiconductor testing services, manufacturing solutions, and value-added distribution services. The company’s diversified business segments include semiconductor back-end solutions and industrial electronics.

 

For more information, visit 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; the divestiture of one or more business segments in response to, among other factors, 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; 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.

 

For inquiries, please contact:

 

PondelWilkinson Inc.
Todd Kehrli or Jim Byers
tkehrli@pondel.com

jbyers@pondel.com

 

 

 

(tables below)

 

 

 

TRIO-TECH INTERNATIONAL AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT NUMBER OF SHARES)

 

   

December 31,

   

June 30,

 
   

2024

   

2024

 
   

(Unaudited)

         

ASSETS

               

CURRENT ASSETS:

               

Cash and cash equivalents

  $ 10,323     $ 10,035  

Short-term deposits

    6,222       6,497  

Trade accounts receivable, less allowance for expected credit losses of $80 and $209, respectively

    9,881       10,661  

Other receivables

    961       541  

Inventories, less provision for obsolete inventories of $771 and $679, respectively

    1,957       3,162  

Prepaid expense and other current assets

    548       536  

Restricted term deposits

    756       750  

Total current assets

    30,648       32,182  

NON-CURRENT ASSETS:

               

Deferred tax assets

    68       124  

Investment properties, net

    372       407  

Property, plant and equipment, net

    5,594       5,937  

Operating lease right-of-use assets

    1,197       1,887  

Other assets

    129       232  

Restricted term deposits

    1,792       1,771  

Total non-current assets

    9,152       10,358  

TOTAL ASSETS

  $ 39,800     $ 42,540  
                 

LIABILITIES

               

CURRENT LIABILITIES:

               

Accounts payable

  $ 1,804     $ 3,175  

Accrued expense

    2,695       3,634  

Contract liabilities

    721       754  

Income taxes payable

    288       379  

Current portion of bank loans payable

    258       261  

Current portion of finance leases

    42       57  

Current portion of operating leases

    943       1,162  

Total current liabilities

    6,751       9,422  

NON-CURRENT LIABILITIES:

               

Bank loans payable, net of current portion

    524       613  

Finance leases, net of current portion

    12       34  

Operating leases, net of current portion

    254       725  

Income taxes payable, net of current portion

    -       141  

Other non-current liabilities

    30       27  

Total non-current liabilities

    820       1,540  

TOTAL LIABILITIES

  $ 7,571     $ 10,962  
                 

EQUITY

               

SHAREHOLDERS’ EQUITY:

               

Common stock, no par value, 15,000,000 shares authorized; 4,250,305 shares issued outstanding as at December 31, 2024 and June 30, 2024, respectively

  $ 13,325     $ 13,325  

Paid-in capital

    5,656       5,531  

Accumulated retained earnings

    12,084       11,813  

Accumulated other comprehensive income-translation adjustments

    778       660  

Total shareholders equity

    31,843       31,329  

Non-controlling interest

    386       249  

TOTAL EQUITY

  $ 32,229     $ 31,578  

TOTAL LIABILITIES AND EQUITY

  $ 39,800     $ 42,540  

 

 

 

TRIO-TECH INTERNATIONAL AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME / (LOSS)

UNAUDITED (IN THOUSANDS, EXCEPT EARNINGS PER SHARE)

 

   

Three Months Ended

   

Six Months Ended

 
   

December 31,

   

December 31,

   

December 31,

   

December 31,

 
   

2024

   

2023

   

2024

   

2023

 

Revenue

                               

Semiconductor Back-end Solutions

  $ 5,809     $ 7,896     $ 12,688     $ 15,072  

Industrial Electronics

    2,801       4,300       5,715       7,083  

Others

    9       6       15       13  
      8,619       12,202       18,418       22,168  
                                 

Cost of Sales

    6,401       9,348       13,878       16,794  
                                 

Gross Margin

    2,218       2,854       4,540       5,374  
                                 

Operating Expense:

                               

General and administrative

    1,965       1,817       3,929       3,975  

Selling

    176       248       326       435  

Research and development

    114       131       202       216  

(Gain) / Loss on disposal of property, plant and equipment

    (34 )     (19 )     (47 )     72  

Total operating expense

    2,221       2,177       4,410       4,698  
                                 

(Loss) / Income from Operations

    (3 )     677       130       676  
                                 

Other Income / (Expense)

                               

Interest expense

    (13 )     (22 )     (26 )     (46 )

Other income / (expense), net

    686       (82 )     321       114  

Government grant

    5       4       71       77  

Total other income / (expense)

    678       (100 )     366       145  
                                 

Income from Continuing Operations before Income Taxes

    675       577       496       821  
                                 

Income Tax Expense

    (139 )     (95 )     (190 )     (132 )
                                 

Income from Continuing Operations before Non-controlling Interest, Net of Taxes

    536       482       306       689  
                                 

Discontinued Operations

                               

(Loss) / Income from discontinued operations, net of tax

    (7 )     4       -       4  

Net Income

    529       486       306       693  
                                 

Less: Net income / (loss) attributable to non-controlling interest

    22       (21 )     35       (44 )

Net Income Attributable to Common Shareholders

  $ 507     $ 507     $ 271     $ 737  
                                 

Amounts Attributable to Common Shareholders:

                               

Income from continuing operations, net of tax

    511       503       271       730  

(Loss) / Income from discontinued operations, net of tax

    (4 )     4       -       7  

Net Income Attributable to Common Shareholders

  $ 507     $ 507     $ 271     $ 737  
                                 

Basic Earnings per Share:

                               

Basic earnings per share from continuing operations

  $ 0.12     $ 0.12     $ 0.06     $ 0.18  

Basic earnings per share from discontinued operations

    -       -       -       -  

Basic Earnings per Share from Net Income

  $ 0.12     $ 0.12     $ 0.06     $ 0.18  
                                 

Diluted Earnings per Share:

                               

Diluted earnings per share from continuing operations

  $ 0.12     $ 0.12     $ 0.06     $ 0.17  

Diluted earnings per share from discontinued operations

    -       -       -       -  

Diluted Earnings per Share from Net Income

  $ 0.12     $ 0.12     $ 0.06     $ 0.17  
                                 

Weighted Average Number of Common Shares Outstanding

                               

Basic

    4,250       4,120       4,250       4,109  

Dilutive effect of stock options

    153       139       119       161  

Number of Shares Used to Compute Earnings Per Share Diluted

    4,403       4,259       4,369       4,270  

 

 

 

   

Three Months Ended

   

Six Months Ended

 
   

Dec. 31,

   

Dec. 31,

   

Dec. 31,

   

Dec. 31,

 
   

2024

   

2023

   

2024

   

2023

 

Comprehensive (Loss) / Income Attributable to Common Shareholders:

                               
                                 

Net income

  $ 529     $ 486     $ 306     $ 693  

Foreign currency translation, net of tax

    (1,794 )     1,158       220       975  

Comprehensive (Loss) / Income

    (1,265 )     1,644       526       1,668  

Less: comprehensive income / (loss) attributable to non- controlling interest

    (2 )     (72 )     137       (74 )

Comprehensive (Loss) / Income Attributable to Common Shareholders

  $ (1,263 )   $ 1,716     $ 389     $ 1,742  

 

 

 
v3.25.0.1
Document And Entity Information
Feb. 13, 2025
Document Information [Line Items]  
Entity, Registrant Name TRIO-TECH INTERNATIONAL
Document, Type 8-K
Document, Period End Date Feb. 13, 2025
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, Address Line Two 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 NYSE
Entity, Emerging Growth Company false
Amendment Flag false
Entity, Central Index Key 0000732026

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