<PAGE>
================================================================================
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 December 31, 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 February 4, 2000 is 2,761,960
================================================================================
<PAGE>
TRIO-TECH INTERNATIONAL
INDEX TO CONSOLIDATED FINANCIAL INFORMATION, OTHER INFORMATION AND SIGNATURE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Page
----
<S> <C>
Part I. Financial Information.......................................................................................... 3
Item 1. Consolidated Financial Statements............................................................................ 3
Condensed Consolidated Balance Sheets as of December 31, 1999 and June 25, 1999.............................. 3
Condensed Consolidated Statements of Income for the Six Months Ended December 31, 1999 and
December 25, 1998............................................................................................ 4
Condensed Consolidated Statements of Cash Flows for the Six Months Ended December 31, 1999 and
December 25, 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
Signatures ............................................................................................................... 11
</TABLE>
2
<PAGE>
TRIO-TECH INTERNATIONAL AND SUBSIDIARIES
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Dec. 31, June 25,
ASSETS 1999 1999 (a)
--------------- ----------------
<S> <C> <C>
CURRENT ASSETS:
Cash $ 1,437,000 $ 1,593,000
Cash deposits 5,734,000 4,499,000
Trade accounts receivable, less allowance
for doubtful accounts of $256,000 on
December 31, 1999 and $219,000 on
June 25, 1999 4,879,000 4,460,000
Other receivables 340,000 282,000
Inventories 2,502,000 1,799,000
Prepaid expenses and other
Current assets 133,000 90,000
-------------- ---------------
Total current assets 15,025,000 12,723,000
PROPERTY AND EQUIPMENT, Net 4,665,000 5,538,000
OTHER ASSETS, Net 654,000 671,000
-------------- ---------------
TOTAL ASSETS $ 20,344,000 $ 18,932,000
============== ===============
CURRENT LIABILITIES:
Lines of credit $ 185,000 $ 364,000
Accounts payable 3,138,000 1,989,000
Accrued expenses 2,995,000 3,005,000
Income taxes payable 213,000 71,000
Current portion of long-term debt
and capitalized leases 483,000 505,000
-------------- ---------------
Total current liabilities 7,014,000 5,934,000
-------------- ---------------
LONG-TERM DEBT AND
CAPITALIZED LEASES,
Net of current portion 779,000 962,000
-------------- ---------------
DEFERRED INCOME TAXES 446,000 582,000
-------------- ---------------
MINORITY INTEREST 2,417,000 2,403,000
-------------- ---------------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Common stock; authorized, 15,000,000 shares; issued and
outstanding, 2,761,960 shares (December 31, 1999) and
2,741,334 shares (June 25, 1999) stated at 8,698,000 8,654,000
Retained earnings 1,241,000 692,000
Accumulated other comprehensive loss (251,000) (295,000)
-------------- ---------------
Total shareholders' equity 9,688,000 9,051,000
-------------- ---------------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $ 20,344,000 $ 18,932,000
============== ===============
</TABLE>
(a) Derived from audited consolidated financial statements included in the Form
10K for the fiscal year ended June 25, 1999.
See notes to condensed consolidated financial statements.
3
<PAGE>
TRIO-TECH INTERNATIONAL AND SUBSIDIARIES
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Six Months Ended Three Months Ended
------------------------------- ----------------------------------
Dec. 31, Dec. 25, Dec. 31, Dec. 25,
1999 1998 1999 1998
------------- ------------- ------------ ------------
<S> <C> <C> <C> <C>
NET SALES $ 12,343,000 $ 10,169,000 $ 6,787,000 $ 4,983,000
COST OF SALES 9,173,000 7,123,000 5,051,000 3,619,000
--------------- --------------- -------------- --------------
GROSS PROFIT 3,170,000 3,046,000 1,736,000 1,364,000
OPERATING EXPENSES:
General and administrative 1,958,000 1,794,000 1,086,000 884,000
Selling 890,000 972,000 452,000 401,000
Research and development costs 91,000 157,000 41,000 77,000
--------------- --------------- -------------- --------------
Total 2,939,000 2,923,000 1,579,000 1,362,000
--------------- --------------- -------------- --------------
INCOME (LOSS) FROM OPERATIONS 231,000 123,000 157,000 2,000
OTHER INCOME (EXPENSES)
Interest expense (63,000) (97,000) (42,000) (45,000)
Other income 493,000 314,000 483,000 212,000
--------------- --------------- -------------- --------------
Total 430,000 217,000 441,000 167,000
--------------- --------------- -------------- --------------
INCOME BEFORE INCOME TAXES AND
MINORITY INTEREST 661,000 340,000 598,000 169,000
INCOME TAXES 64,000 184,000 111,000 104,000
--------------- --------------- -------------- --------------
INCOME BEFORE MINORITY INTEREST 597,000 156,000 487,000 65,000
MINORITY INTEREST 48,000 26,000 (18,000) 36,000
--------------- --------------- -------------- --------------
NET INCOME 549,000 130,000 505,000 29,000
OTHER COMPREHENSIVE INCOME(LOSS):
Foreign currency translation adjustment 46,000 87,000 223,000 (91,000)
--------------- --------------- -------------- --------------
COMPREHENSIVE INCOME (LOSS) $ 595,000 $ 217,000 $ 728,000 $ (62,000)
=============== =============== ============== ==============
EARNINGS PER SHARE:
Basic $ 0.20 $ 0.05 $ 0.18 $ 0.01
=============== =============== ============== ==============
Diluted $ 0.20 $ 0.05 $ 0.18 $ 0.01
=============== =============== ============== ==============
WEIGHTED AVERAGE NUMBER OF COMMON AND COMMON
POTENTIAL
SHARES OUTSTANDING
Basic 2,745,000 2,748,000 2,748,000 2,742,000
Diluted 2,759,000 2,761,000 2,767,000 2,753,000
</TABLE>
See notes to condensed consolidated financial statements.
4
<PAGE>
TRIO-TECH INTERNATIONAL AND SUBSIDIARIES
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF CASH FLOWS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SIX MONTHS ENDED
--------------------------------------
Dec. 31, Dec. 25,
1999 1998
----------------- ---------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 549,000 $ 130,000
Adjustments to reconcile net income to
net cash (used in) provided by operations:
Depreciation and amortization 718,000 559,000
(Gain)/loss on sale of property and equipment (551,000) 112,000
Deferred income taxes (136,000) 14,000
Minority interest 14,000 (42,000)
Changes in assets and liabilities:
Accounts receivable (419,000) 867,000
Other receivables (58,000) 77,000
Inventories (703,000) 166,000
Prepaid expenses and other current assets (43,000) (152,000)
Other assets (24,000) (1,000)
Accounts payable and accrued expenses 1,281,000 (591,000)
---------------- --------------
Net cash (used in) provided by operating activities 628,000 1,139,000
---------------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Certificates of deposit (1,235,000) 626,000
Capital expenditures (776,000) (1,192,000)
Proceeds from sale of property and equipment 1,560,000 0
---------------- --------------
Net cash (used in) provided by investing activities (451,000) (566,000)
---------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on lines of credit (214,000) (481,000)
Borrowings under lines of credit 35,000
Principal payments of long-term obligations
and capitalized leases (205,000) (112,000)
Proceeds from long-term obligations 143,000
Issuance of common stock 44,000
Repurchase of common stock (42,000)
---------------- --------------
Net cash (used in) provided by financing activities (340,000) (492,000)
---------------- --------------
EFFECT OF EXCHANGE RATE ON CASH 7,000 (16,000)
NET INCREASE/(DECREASE) IN CASH (156,000) (65,000)
CASH, BEGINNING OF PERIOD 1,593,000 3,234,000
---------------- --------------
CASH, END OF PERIOD $ 1,437,000 $ 3,299,000
================ ==============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION
Cash paid during the period for:
Interest 51,000 35,000
Income taxes 75,000 356,000
</TABLE>
See notes to condensed consolidated financial statements.
5
<PAGE>
TRIO-TECH INTERNATIONAL AND SUBSIDIARIES
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 1. Basis of Presentation
The interim condensed consolidated financial statements as of December 31, 1999
and as of December 25, 1998, respectively, and for the six-months ended December
31, 1999 and as of December 25, 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 25, 1999.
The consolidated results of operations for the three-month periods ending
December 31, 1999 and December 25, 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):
Dec. 31, June 25,
1999 1999
--------- ---------
Raw materials $ 926 $ 839
Work in process 1,257 383
Finished goods 319 577
--------- ---------
$ 2,502 $ 1,799
========= =========
NOTE 3. 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:
Quarter Ended
Dec. 31, 1999 Dec. 25, 1998
------------- -------------
Net Income (Loss):
(in thousands)
As Reported $ 549 $ 29
Pro forma $ 384 ($ 52)
Earnings (Loss) per Share:
As Reported $ 0.20 $ 0.01
Pro forma $ 0.14 ($ 0.02)
The preceding calculation uses the Black Scholes option-pricing model
with the assumptions listed below:
Quarter Ended
Dec. 31, 1999 Dec. 25, 1998
------------- -------------
Volatility 37.61% 41.78%
Expected Life (years) 2.80 3.50
Discount rate 5.91% 5.61%
6
<PAGE>
Note 4. 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:
Dec. 31, Dec. 25,
1999 1998
---------- ---------
Net income used to compute basic
and diluted earnings per share $ 549,000 $ 131,000
---------- ----------
Weighted average number of common
shares outstanding - basic 2,745,000 2,748,000
Dilutive effect of stock options and warrants 14,000 13,000
Number of shares used to compute
---------- ----------
diluted earnings per share 2,759,000 2,761,000
========== ==========
The following options and warrants were outstanding during and as of the quarter
ended December 31, 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:
Type Shares Price Expiration
---- ------ ----- ----------
Warrants 22,500 $5.00 January 22, 2002
Warrants 30,000 $4.67 January 22, 2002
Options 45,000 $5.00 September 30, 2002
Warrants 15,000 $5.00 September 30, 2002
Options 37,500 $5.00 November 3, 2002
Warrants 349,600 $5.00 November 3, 2000
Warrants 69,920 $5.00 November 3, 2002
Warrants 34,960 $5.00 November 3, 2002
Options 5,000 $5.00 December 7, 2002
Options 45,000 $3.69 July 8, 2003
Options 14,500 $4.34 July 8, 2003
Options 45,000 $4.34 July 12, 2004
7
<PAGE>
TRIO-TECH INTERNATIONAL AND SUBSIDIARIES
ITEM 2. 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
past economic instabilities in portions of Southeast Asia, which accounted for
approximately 58% of the Company's net sales for the six months ending December
31, 1999 and 71% for the year ended June 1999. 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 Company's 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 limitation in 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 Company completed its Year 2000 compliance program in the quarter ended
December 31, 1999, including its compliance program for 55% owned Trio-Tech
Malaysia. The total costs and expenditures with respect to the Company's Year
2000 compliance program were not material to the Company's financial position or
its results of operations. As of the date of this report, the Company has not
experienced any material Year 2000 problems internally or from any outside
sources.
Quarter Ended December 31, 1999 ("2000") Compared to Quarter Ended December 25,
- -------------------------------------------------------------------------------
1998 ("1999")
- -------------
Net sales increased by $1,804,000 or 36.2% from $4,983,000 in 1999 to $6,787,000
in 2000 due to an upturn in the semiconductor industry and the improvement in
the economic conditions in Southeast Asia. Net sales for the Far East operations
increased $204,000 or 5.6% from $3,664,000 in 1999 to $3,868,000 in 2000 due
mainly to higher testing volume in Malaysia.
Cost of sales increased $1,432,000 or 39.6% from $3,619,000 in 1999 to
$5,051,000 in 2000. As a percentage of sales, it increased 1.8% from 72.6% in
1999 to 74.4% in 2000. This increase is primarily due to not optimizing the
testing capacity; costs of sale for testing operation are semi-variable in
nature.
Operating expenses increased by $217,000 or 19.7% from $1,362,000 in 1999 to
$1,579,000 in 2000 partially as a result of re-classifying expenses from
International Accounting Standards to Generally Accepted Accounting Policies,
re-classifying research & development and for increased commissions and wages
from the increase in sales.
Research and development expenses decreased by $36,000 to $41,000 in 2000 from
$77,000 in 1999 due to the maturity in the development of a range of Artic
Temperature Controlled Chucks.
Interest expense decreased in 1999 by $3,000 or 6.7%, from $45,000 in 1999 to
$42,000 in 2000, due to decreases in lines of credit.
Other income increased by $271,000 or 127.8% from $212,000 in 1999 to $483,000
in 2000 primarily due to the gain of $562,000 on the sale of the building in
Jurong, offset by a provision for the downsizing of the facility in Kuala Lumpur
of $228,000 and other decreases in interest, exchange and miscellaneous income
of $63,000.
8
<PAGE>
Liquidity and Capital Resources
Net cash generated by operating activities during the quarter ended December 31,
1999 was $628,000 compared to $1,139,000 generated by operating activities
during the quarter ended December 25, 1998. The cash flow from operating
activities for the six months ended December 31, 1999 was comprised of an
increase in accounts payable and accrued expenses of $1,281,000, expenses on the
sale of property and equipment of $551,000 an increase in accounts receivable of
$477,000 and an increase in deferred income tax of $136,000. These amounts were
partially offset by positive cash flow comprised of $549,000 from net income,
$718,000 of non-cash depreciation and amortization, an increase in inventories
of $703,000 and an increase in prepaid and other current assets of $67,000.
Net cash used by investing activities during the quarter ended December 31, 1999
was $451,000 compared to $566,000 used by investing activities during the
quarter ended December 25, 1998. Net cash used by investing activities was
increased by the proceeds from the sale of property and equipment in the amount
of $1,560,000 and were offset by capital expenditures of $776,000, and an
increase in certificates of deposits of $1,235,000.
Net cash used by financing activities during the quarter ended December 31, 1999
was $340,000 compared to $492,000 used by financing activities during the
quarter ended December 25, 1998. The significant cash outflows from financing
activities include $419,000 of payments on lines of credit, long-term
obligations and capitalized leases. The cash outflows were partially offset by a
cash inflow of $35,000 from additional borrowing under lines of credit and
proceeds of $44,000 from the exercise of options to purchase common stock
granted under the Employee Stock Option Plan.
The Company's subsidiary, TTI Pte, has a secured credit agreement with a bank
that provides for a total line of credit of $2,700,000. The agreement contains
certain debt covenants including maintaining a minimum net worth of $2,400,000
at TTI Pte. There were no borrowings under the line at the end of December 31,
1999 and December 25, 1998, respectively. The interest rate on borrowings is at
the bank's prime rate (6.25% at June 25, 1999) plus 1.25%. Borrowings under this
agreement are collateralized by substantially all of TTI Pte's assets. This line
of credit expires March 2000.
The Company's subsidiary, TTM, has a secured credit agreement with a bank that
provides for a total line of credit of $132,000. At December 31, 1999, there
were no borrowings outstanding. The line of credit bears interest at the bank's
reference rate (8.25% at December 31, 1999) plus 2.5%. This line of credit
expires May 2000.
The Company's subsidiary, TTBk, has a line of credit that provides for
borrowings of approximately $51,000. Interest on the line is at the bank's
reference rate (10.25% at June 25, 1999) plus 2.2%. Borrowings against this line
as of December 31, 1999 amounted to $35,000. This line of credit does not have
an expiration date.
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
$243,000 as of December 31, 1999. Interest is at the bank's prime rate (3.54% at
December 31, 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 (8.25% at December 31, 1999).
Borrowings under the line amounted to $150,000 as of December 31, 1999.
Approximately $3,500,000 of cash is held in the Company's 55% owned Malaysian
subsidiary. $2,329,000 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.
Material Changes in Results of Operations
There have not been any material changes in the results of operations since the
end of the last Fiscal Year.
ITEM 3. 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
(a) The Company held its annual meeting of shareholders on December 6,
2000.
(b) The Company solicited proxies for the meeting pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended.
There was no solicitation in opposition to the management's nominees as
listed in the Proxy Statement for the meeting. All of such nominees
were elected.
(c) The only matter voted on at the meeting was the election of
directors. The vote for the nominee directors was as follows:
Votes
------------------------------------
Name For Against Withheld
----------------- ---------- ----------- ----------
Jason T. Adelman 2,774,186 35,854
Frank S. Gavin 2,774,186 35,854
Richard M. Horowitz 2,774,186 35,854
F.D. (Chuck) Rogers 2,774,186 35,854
William L. Slover 2,774,186 35,854
S.W. Yong 2,774,186 35,854
A. Charles Wilson 2,774,186 35,854
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 second
quarter of fiscal 2000:
None
10
<PAGE>
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 thereunto duly authorized.
TRIO-TECH INTERNATIONAL
By: /s/ Victor H.M. Ting
--------------------------
VICTOR H.M. TING
Vice President and
Chief Financial Officer
Dated: February 11, 2000
By: /s/ A. Charles Wilson
--------------------------
A. Charles Wilson
Chairman of the Board of Directors
Dated: February 11, 2000
11
<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-30-2000
<PERIOD-START> SEP-25-1999
<PERIOD-END> DEC-31-1999
<CASH> 1,437
<SECURITIES> 5,734
<RECEIVABLES> 5,476
<ALLOWANCES> 257
<INVENTORY> 2,502
<CURRENT-ASSETS> 15,025
<PP&E> 6,212
<DEPRECIATION> 1,547
<TOTAL-ASSETS> 20,344
<CURRENT-LIABILITIES> 7,014
<BONDS> 0
0
0
<COMMON> 8,698
<OTHER-SE> 251
<TOTAL-LIABILITY-AND-EQUITY> 20,344
<SALES> 6,787
<TOTAL-REVENUES> 6,787
<CGS> 5,051
<TOTAL-COSTS> 5,051
<OTHER-EXPENSES> 1,078
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 42
<INCOME-PRETAX> 616
<INCOME-TAX> 111
<INCOME-CONTINUING> 505
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 505
<EPS-BASIC> 0.18
<EPS-DILUTED> 0.18
</TABLE>
