<PAGE>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------------
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Quarterly Period Ended March 26, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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 [ ]
Number of shares of common stock outstanding as of May 6, 1999 is 2,745,635
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<PAGE>
TRIO-TECH INTERNATIONAL
INDEX TO CONSOLIDATED FINANCIAL INFORMATION, OTHER INFORMATION AND SIGNATURE
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
Part I. Financial Information................................................................................ 3
Item 1. Consolidated Financial Statements.................................................................... 3
Condensed Consolidated Balance Sheets as of March 26, 1999 and June 26, 1998......................... 3
Condensed Consolidated Statements of Income for the Nine Months Ended March 26, 1999 and March
27, 1998............................................................................................. 4
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended Nine Months Ended March 26,
1999 and March 27, 1998.............................................................................. 5
Notes to Condensed Consolidated Financial Statements................................................. 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations................ 8
Item 3. Quantitative and Qualitative Disclosures about Market Risk........................................... 9
Part II. Other Information.................................................................................... 10
Item 1. Legal Proceedings..................................................................................... 10
Item 2. Changes in Securities and Use of Proceeds............................................................ 10
Item 3. Defaults upon Senior Securities...................................................................... 10
Item 4. Submission of Matters to a Vote of Security Holders.................................................. 10
Item 5. Other Information..................................................................................... 10
Item 6. Exhibits and Reports on Form 8-K..................................................................... 10
Signature ..................................................................................................... 10
</TABLE>
2
<PAGE>
TRIO-TECH INTERNATIONAL
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
(In Thousands)
<TABLE>
<CAPTION>
<S> <C> <C>
Mar. 26, Jun. 26,
1999 1998 (a)
------- -----------------
ASSETS
CURRENT ASSETS
Cash $ 2,298 $ 3,234
Cash deposits 3,133 3,947
Accounts receivable - net 3,709 4,124
Notes and other receivables 344 370
Inventories 2,060 2,056
Prepaid expenses and other current assets 543 305
------- -------
Total current assets 12,087 14,036
------- -------
PROPERTY, EQUIPMENT AND CAPITALIZED LEASES, net 5,234 4,669
OTHER ASSETS 648 626
------- -------
TOTAL ASSETS $17,969 $19,331
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Notes payable $ 158 $ 631
Accounts payable 2,275 2,126
Accrued expenses 2,853 3,804
Income taxes payable 341 690
Current portion of long-term debt and capitalized leases 288 188
------- -------
Total current liabilities 5,915 7,439
------- -------
LONG-TERM DEBT AND CAPITALIZED LEASES,
net of current portion 315 426
DEFERRED TAXES 571 581
MINORITY INTEREST 2,272 2,122
------- -------
TOTAL LIABILITIES 9,073 10,568
------- -------
SHAREHOLDERS' EQUITY:
Common stock; authorized, 15,000,000 shares; issued and
outstanding, 2,745,635 shares at March 26, 1999
and 2,755,285 shares at June 26, 1998 8,665 8,708
Retained earnings 645 497
Cumulative currency translation (414) (442)
------- -------
Total shareholders' equity 8,896 8,763
------- -------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $17,969 $19,331
======= =======
</TABLE>
(a) Derived from audited consolidated financial statements included in the Form
10K for the fiscal year ended June 26, 1998.
See notes to condensed consolidated financial statements.
3
<PAGE>
TRIO-TECH INTERNATIONAL
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
(In Thousands, except Earnings per Share Data)
<TABLE>
<CAPTION>
NINE MONTHS ENDED THREE MONTHS ENDED
--------------------- ----------------------
MAR. 26, MAR. 27, MAR. 26, MAR. 27,
1999 1998 1999 1998
------- ------- ------ -------
<S> <C> <C> <C> <C>
NET SALES $15,120 $15,464 $4,950 $ 5,558
COST OF SALES 10,700 10,114 3,576 3,647
------- ------- ------ -------
GROSS PROFIT 4,420 5,350 1,374 1,911
------- ------- ------ -------
OPERATING EXPENSES
Selling, general and administrative expenses 4,012 4,649 1,246 1,749
------- ------- ------ -------
INCOME FROM OPERATIONS 408 701 128 161
------- ------- ------ -------
OTHER INCOME (EXPENSE)
Interest expense (138) (89) (40) (31)
Other income 171 276 14 97
------- ------- ------ -------
Total 33 187 (26) 67
------- ------- ------ -------
INCOME BEFORE INCOME TAXES AND MINORITY INTEREST 441 888 102 228
INCOME TAXES 267 406 83 149
------- ------- ------ -------
INCOME BEFORE MINORITY INTEREST 174 482 19 79
MINORITY INTEREST (26) 116 (0) 127
------- ------- ------ -------
NET INCOME $ 148 $ 598 $ 19 $ 206
======= ======= ====== =======
EARNINGS PER SHARE:
Basic $0.05 $0.26 $0.01 $0.08
Diluted $0.05 $0.25 $0.01 $0.08
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
Basic 2,746 2,303 2,741 2,695
Diluted 2,758 2,386 2,752 2,742
</TABLE>
See notes to condensed consolidated financial statements.
4
<PAGE>
TRIO-TECH INTERNATIONAL
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(In Thousands)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
---------------------
MAR. 26, MAR. 27,
1999 1998
------- -------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 148 $ 598
Adjustments to reconcile net income to
Net cash provided by operations:
Depreciation and amortization 851 803
Loss on disposal of property and equipment 109 0
Changes in assets and liabilities:
Accounts receivable, net 415 (158)
Notes and other receivables 26 (264)
Inventories (4) (97)
Prepaid expenses and other current assets (238) 11
Other assets (82) (375)
Accounts payable and accrued expenses (1,151) (114)
Deferred income taxes (10) (118)
------- -------
Net cash (used in) provided by operating activities 64 286
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Certificates of deposit 814 941
Capital expenditures (1,302) (2,161)
Minority interest (61) (248)
------- -------
Net cash provided by (used in) investing activities (549) (1,468)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on lines of credit (430) 656
Borrowings under lines of credit 0 0
Proceeds from long-term obligations and capitalized leases 143 0
Repayment of long-term obligations and capitalized leases (197) (265)
Repurchase of common stock (43) 3,652
------- -------
Net cash provided by (used in) financing activities (527) 4,043
------- -------
EFFECT OF EXCHANGE RATE ON CASH 76 (1,872)
NET INCREASE (DECREASE) IN CASH (936) 989
CASH, BEGINNING OF THE PERIOD 3,234 868
------- -------
CASH, END OF THE PERIOD $ 2,298 $ 1,857
======= =======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 68 $ 85
Income taxes $ 554 $ 865
</TABLE>
See notes to condensed consolidated financial statements.
5
<PAGE>
TRIO-TECH INTERNATIONAL
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. Basis of Presentation
The interim condensed consolidated financial statements as of March 26, 1999
and as of March 27, 1998, respectively, and for the nine-months ended March 26,
1999 and as of March 27, 1998, respectively, are unaudited. In management's
opinion, unaudited consolidated financial statements include all adjustments
necessary, consisting of normal recurring accruals, for a fair presentation of
such information. Certain reclassifications of prior year amounts have been
made to conform to the current year financial statement presentation.
The interim condensed consolidated financial statements should be read in
conjunction with the audited consolidated financial statements and notes thereto
included in the Company's Annual Report for fiscal year ended June 26, 1998.
The consolidated results of operations for the nine-month periods ending March
26, 1999 and March 27, 1998, are not necessarily indicative of the results
expected for a full year.
NOTE 2. Inventories
The composition of inventories is as follows (in thousands):
<TABLE>
<CAPTION>
Mar. 26, June, 26,
1999 1998
------ ------
<S> <C>
Raw materials $ 820 $ 905
Work in process 592 696
Finished goods 648 455
------ ------
$2,060 $2,056
====== ======
</TABLE>
NOTE 3. Shareholders' Equity
On September 30, 1997, the Board of Directors approved a three-for-two stock
split. The date of distribution of the stock split was October 7, 1997. The
earnings per share amounts show, for all periods presented, the effect of the
stock split.
NOTE 4. Stock Options
The Company applies Accounting Principles Board Opinion No. 25, Accounting for
Stock Issued to Employees, and related interpretations in accounting for its
Stock Option Plan. Accordingly, no compensation expense has been recognized.
Had compensation cost for the Company's Plan been determined based upon the fair
value at the grant date for awards under this Plan consistent with the
methodology prescribed under Statement of Financial Accounting Standards No.
123, Accounting for Stock Based Compensation, the Company's net income and
earnings per share would have been reduced to the pro forma amounts indicated
below:
<TABLE>
<CAPTION>
Quarter Ended
Mar. 26, 1999 Mar. 27, 1998
-------------- -------------
<S> <C> <C>
Net Income (Loss):
(in thousands)
As Reported $ 148 $ 206
Pro forma ($ 168) ($ 71)
Earnings (Loss) per Share:
As Reported $ 0.05 $ 0.08
Pro forma ($ 0.06) ($ 0.04)
</TABLE>
6
<PAGE>
The preceding calculation uses the Black Scholes option-pricing model with
the assumptions listed below:
<TABLE>
<CAPTION>
Quarter Ended
Mar. 26, 1999 Mar. 27, 1998
-------------- -------------
<S> <C> <C>
Volatility 41.90% 49.45%
Expected Life (years) 3.24 3.83
Discount rate 5.61% 5.61%
</TABLE>
Note 5. Earnings per Share
The Company adopted Statement of Financial Accounting Standards No. 128
("SFAS"), "Earnings per Share". SFAS 128 replaces the presentation of primary
and fully diluted (EPS) with a presentation of basic EPS based upon the
weighted- average number of common shares and also requires dual presentation of
basic and diluted EPS for companies with "complex capital structures". EPS for
the current and prior period has been presented in conformity with the
provisions of SFAS 128. The following table is a reconciliation of the
weighted-average shares used in the computation of basic and diluted EPS for the
periods presented herein:
<TABLE>
<CAPTION>
Mar. 26, Mar. 27,
1999 1998
----------------- -----------------
<S> <C> <C>
Net income used to compute basic
and diluted earnings per share $ 148,000 $ 598,000
----------------- -----------------
Weighted average number of common
shares outstanding - basic 2,746,000 2,303,000
Dilutive effect of stock options and warrants 12,000 83,000
----------------- -----------------
Number of shares used to compute
diluted earnings per share 2,758,000 2,386,000
================= =================
</TABLE>
The following options and warrants were outstanding during the quarter ended
March 26, 1999 but were not included in the computation of diluted earnings per
share because the exercise price was greater than the average market price of
the common shares:
<TABLE>
<CAPTION>
Type Shares Price Expiration
------------ ----------- -------- ----------------------
<S> <C> <C> <C>
Warrants 22,500 $5.67 January 22, 2002
Warrants 30,000 $4.67 January 22, 2002
Options 45,000 $7.70 September 30, 2002
Warrants 30,000 $7.70 September 30, 2002
Options 50,000 $6.67 November 1, 2002
Warrants 349,600 $7.00 November 3, 2000
Warrants 69,920 $5.43 November 3, 2002
Warrants 34,960 $7.00 November 3, 2002
Options 5,000 $6.50 December 7, 2002
Options 45,000 $3.69 July 8, 2003
Options 14,500 $4.34 July 8, 2003
</TABLE>
7
<PAGE>
TRIO-TECH INTERNATIONAL
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Economic Conditions in Southeast Asia
The Company's operations, balance sheet and cash flows have been affected by
recent economic instability in portions of Southeast Asia, which accounted for
approximately 72% of the Company's net sales for the nine months ending March
26, 1999 and for the year ended June 1998 and 83% for each of the years ending
June 1997 and 1996. A currency devaluation in Thailand and continuing currency
weaknesses in Thailand, Malaysia and Singapore have required downward accounting
adjustments in the U.S. dollar value of net assets located in those countries.
Unsettled economic conditions in those countries and elsewhere have had some
effect on orders by semiconductor companies for Trio-Tech's testing services.
Although the Companies Southeast Asian consolidated results of operations have
been profitable, extended economic instability could adversely affect the
Company's financial condition, results of operations or cash flows. On September
1, 1998, the government of Malaysia announced its intention to limit the
movement of certain cash balances denominated in Malaysian currency.
Forward-Looking Statements
The discussions of the Company's business and activities set forth in this
report and in other past and future reports and announcements by the Company may
contain forward-looking statements 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 Company
hereby identifies the following factors which could cause actual results to
differ materially from those reflected in any forward-looking statement made by
or on behalf of the Company: market acceptance of Company products and services;
changing business conditions or technologies 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
profitability integrating acquired businesses, if any, into the Company; risks
associated with conducting business internationally and especially in Southeast
Asia, including currency fluctuations and devaluations, currency restrictions,
local laws and restrictions and possible social, political and economic
instability; general and economic conditions; and other economic, financial and
regulatory factors beyond the Company's control.
Year 2000 Compliance issue
The inability of computers, software and other equipment utilizing
microprocessors to recognize and properly process data fields containing a 2-
digit year is commonly referred to as the "Year 2000 Compliance" issue. As the
year 2000 approaches, such systems may be unable to accurately process certain
date-based information. The Company has reviewed all significant internal
applications and is in the process of implementing modifications that were
considered necessary to ensure Year 2000 compliance. United States and European
Operations have completed all five phases of the business and production
remediation for the year 2000. The Far East has had some minor slippage, but
should complete the five phase process by late July.
In addition, the Company is in the process of communicating with others with
whom it does significant business, to determine their Year 2000 Compliance
readiness and the extent to which the Company is vulnerable to any third party
Year 2000 Compliance. However, there can be no guarantee that the systems of
other companies on which the Company's systems rely will be timely converted, or
that a failure to convert by another company, or a conversion that is
incompatible with the Company's systems, would not have a material adverse
effect on the Company.
The total cost to the Company of these Year 2000 Compliance activities has not
been and is not anticipated to be material to its financial position or to its
results of operations. These costs and the date on which the Company plans to
complete the Year 2000 Compliance modification and testing processes are based
on management's best estimates, which were derived utilizing numerous
assumptions of future events including the continued availability of certain
resources, third party modification plans and other factors. However, there can
be no guarantee that these estimates will be achieved and actual results could
differ from those plans.
Liquidity and Capital Resources
The Company's working capital decreased by $425,000 to $6,172,000 as of March
26, 1999 as compared to June 26, 1998 due to capital expenditures, tax payments
and repayment of short term borrowings, offset by net income for the period and
an unrealized currency translation gain, due to a currency appreciation in
Southeast Asia relative to the U.S. Dollar during the quarter.
8
<PAGE>
The Company's subsidiary, TTI Pte, has obtained a line of credit from a bank
which provides for a line of credit of $3,125,000. There were no borrowings
against this line as of March 26, 1999. The interest rate on borrowings is at
the bank's prime rate (6.25% at March 26, 1999) plus 1.25%. Borrowings under
this agreement are collateralized by substantially all of TTI Pte's assets.
The Company's subsidiary, TTM, has obtained a line of credit from a bank which
provides for borrowings of $132,000. There were no borrowings under the line as
of March 26, 1999.
The Company's subsidiary, TTBk, has a secured line of credit with a bank which
provides for a total line of credit of $48,000. There were no borrowings under
the line as of March 26, 1999.
The Company's subsidiary, TT Ireland, has a credit agreement with a bank which
provides a term loan of $400,000. Borrowings under these lines amounted to
$312,000 as of March 26, 1999. Interest is at the bank's prime rate (6.7% at
March 26, 1999) plus 3.5%.
The Company has a revolving line of credit of $150,000 from a bank bearing
interest at 1.8% above the bank's reference rate (9.75% at March 26, 1999).
Borrowings under the line amounted to $150,000 as of March 26, 1999.
Approximately $3,300,000 of cash is held in the Company's 55% owned Malaysian
subsidiary. $1,700,000 of this cash is denominated in the currency of Malaysia.
In September 1998 the Malaysian government approved a program to limit the
movement of certain cash balances denominated in Malaysian currency.
Material Changes in Financial Position
There have not been any material changes in the financial position since the end
of the last Fiscal Year End.
Material Changes in Results of Operations
The gross profit margin has declined 6.7% for the quarter ended March 26, 1999,
as compared to the corresponding quarter in the prior year, and is primarily due
to competition as a result of poor economic conditions and a shift in relative
sales from high margin test services to lower margin distribution sales.
TRIO-TECH INTERNATIONAL
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Because the Company comes within the definition of "a small business issuer"
the Quantitative and Qualitative Disclosures about Market Risk is not
applicable.
9
<PAGE>
TRIO-TECH INTERNATIONAL
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Not applicable
Item 2. Changes in Securities and Use of Proceeds
Not applicable
Item 3. Defaults Upon Senior Securities
Not applicable
Item 4. Submission of Matters to Vote of Security Holders
Not applicable
Item 5. Other Information
Not applicable
Item 6. Exhibits and reports on Form 8-K
(a) Exhibits
Exhibit 27 Financial Data Schedule
(b) Reports on Form 8-K
The Registrant filed the following reports on Form 8-K with the
Securities and Exchange Commission during the first, second and
third quarter of fiscal 1999:
None
SIGNATURE
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 thereunto duly authorized.
TRIO-TECH INTERNATIONAL
By /s/ A. Charles Wilson
-----------------------------------
A. Charles Wilson
Chairman of the Board of Directors
Dated: May 10, 1999
10
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<CIK> 0000732026
<NAME> TRIO-TECH INTERNATIONAL
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-25-1999
<PERIOD-START> JUN-26-1999
<PERIOD-END> MAR-26-1999
<CASH> 2,298
<SECURITIES> 3,133
<RECEIVABLES> 3,937
<ALLOWANCES> 228
<INVENTORY> 2,060
<CURRENT-ASSETS> 12,087
<PP&E> 15,769
<DEPRECIATION> 10,535
<TOTAL-ASSETS> 17,969
<CURRENT-LIABILITIES> 5,915
<BONDS> 0
0
0
<COMMON> 8,665
<OTHER-SE> 231
<TOTAL-LIABILITY-AND-EQUITY> 17,969
<SALES> 4,950
<TOTAL-REVENUES> 4,950
<CGS> 3,576
<TOTAL-COSTS> 3,576
<OTHER-EXPENSES> 1,232
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 40
<INCOME-PRETAX> 102
<INCOME-TAX> 83
<INCOME-CONTINUING> 19
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 19
<EPS-PRIMARY> 0.01
<EPS-DILUTED> 0.01
</TABLE>
