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 December 27, 1996 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 January 24, 1997, the Registrant had outstanding approximately 1,282,920* Shares of Common Stock. * See PART II. OTHER INFORMATION, ITEM 2 in connection with a one-for- four reverse stock split, whose effective date of record was October 13, 1994. This document contains a total of 8 pages.
<TABLE> <CAPTION> PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS TRIO-TECH INTERNATIONAL CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (In Thousands) Dec. 27 Jun. 28, 1996 1996 <S> <C> <C> ASSETS CURRENT ASSETS Cash $ 863 $ 2,114 Certificates of deposit 5,060 3,114 Accounts receivable - net 4,049 4,783 Notes & other receivables 425 179 Inventories 1,779 1,430 Prepaid expenses 305 140 Total current assets 12,481 11,760 PROPERTY, EQUIPMENT AND CAPITALIZED LEASES, NET 4,521 5,330 OTHER ASSETS 283 326 TOTAL ASSETS $ 17,285 $ 17,416 LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Notes payable $ 101 $ 245 Accounts payable 1,336 1,813 Accrued expenses 3,692 4,032 Income taxes payable 1,773 1,598 Current portion of long-term debt and capitalized leases 155 481 Total current liabilities 7,057 8,169 LONG-TERM DEBT AND CAPITALIZED LEASES, Net of current portion 652 688 DEFERRED TAXES 774 771 MINORITY INTEREST 3,041 2,581 SHAREHOLDERS' EQUITY: Common stock; authorized, 2,500,000 shares; issued and outstanding, 1,282,920 shares at December 27, 1996, and 1,205,804 shares at June 28, 1996 stated at 5,040 4,878 Accumulated deficit (964) (1,336) Cumulative currency translation 1,685 1,665 Total shareholders' equity 5,761 5,207 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 17,285 $ 17,416 </TABLE> [FN] SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
<TABLE> <CAPTION> TRIO-TECH INTERNATIONAL CONDENSED CONSOLIDATED STATEMENTS OF INCOME (unaudited) (In Thousands, except Earnings per Share Data) SIX MONTHS ENDED THREE MONTHS ENDED DEC. 27, DEC. 29, DEC. 27, DEC. 29, 1996 1995 1996 1995 <S> <C> <C> <C> <C> Revenues $ 11,035 $ 11,322 $ 5,419 $ 5,591 Cost of revenues 6,814 7,084 3,492 3,365 Gross profit 4,221 4,238 1,927 2,226 Selling, general & administrative expenses 2,778 2,761 1,362 1,486 SIX MONTHS ENDED THREE MONTHS ENDED Income from operations 1,443 1,477 565 740 Other income (expense): Interest expense (62) (76) (27) (35) Other income (expense) 315 449 189 265 Total 253 373 162 230 Income before income taxes and minority interest 1,696 1,850 727 970 Income taxes 672 743 251 383 Income before minority interest 1,024 1,107 476 587 Minority interest (653) (789) (274) (389) Net income $ 371 $ 318 $ 202 $ 198 Earnings per share: Primary $ 0.29 $ 0.25 $ 0.16 $ 0.16 Fully diluted $ 0.29 $ 0.25 $ 0.16 $ 0.16 Weighted average number of shares outstanding: Primary 1,286 1,268 1,292 1,262 Fully diluted 1,291 1,276 1,293 1,248 </TABLE> [FN] SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
<TABLE> <CAPTION> TRIO-TECH INTERNATIONAL CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (In Thousands) SIX MONTHS ENDED Dec. 27, Dec. 29, 1996 1995 <S> <C> <C> Cash flows from operating activities: Net income $ 371 $ 318 Adjustments to reconcile net income to Cash provided by operations: Depreciation and amortization 709 798 Loss on disposal of property and equipment 69 Effect of exchange rate changes on Operating assets 11 (234) Changes in assets and liabilities: Accounts receivable, net 734 (1,050) Notes and other receivables (246) 23 Inventories (349) (284) Prepaid expenses & other current assets (165) (39) Other assets 6 39 Accounts payable and accrued expenses (642) 2,034 SIX MONTHS ENDED Deferred taxes 3 (19) Net cash provided by operating activities 501 1,586 Cash flows from investing activities: Certificates of deposit (1,925) (1,353) Capital expenditures, net (268) (486) Minority interest 507 922 Purchase of investment (21) 0 Net cash used in investing activities (1,707) (917) Cash flows from financing activities: Payments on notes payable and lines of credit (220) (219) Borrowings under notes payable 77 0 Proceeds from long-term debt and capitalized leases (196) 159 Principal payments of long-term debt capitalized leases (182) (116) Issuance of common stock 162 36 Net cash used in financing activities (359) (140) Effect of exchange rate changes on cash 314 (218) Net (decrease) increase in cash (1,251) 311 Cash, beginning of the period 2,114 674 Cash , end of the period $ 863 $ 985 SIX MONTHS ENDED Supplemental disclosure of cash flow information Cash paid during the period for: Interest $ 67 $ 57 Income taxes $ 446 $ 76 </TABLE> [FN] SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
TRIO-TECH INTERNATIONAL NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1. Basis of Presentation The interim financial statements as of December 27, 1996, and for the six-months ended December 27, 1996, are unaudited. In the opinion of management, the unaudited 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 consolidated results of operations for the six-month periods ending December 27, 1996 and December 29, 1995, 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.27, June 28, 1996 1996 Raw materials $ 698 $ 640 Work in process 407 294 Finished goods 674 496 $ 1,779 $ 1,430 NOTE 3. Other Assets The composition of other assets is as follows (in thousands): Dec.27, June 28, 1996 1996 Cost in excess of net assets acquired, net of accumulated amortization $ 192 $ 228 Other assets 91 98 $ 283 $ 326 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 $ 1,833,000 during the first two quarters. This is due to increases in inventories, cash and cash equivalents and decreases in accounts payable. The Company's subsidiary, TTI Pte, has a secured credit agreement with Standard Chartered Bank which provides for a total line of credit of $ 655,000. There were no borrowings under this line as of December 27, 1996. The interest rate on borrowings is at the bank's prime rate plus 2%. Borrowings under this agreement are collateralized by substantially all of TTI Pte's assets. The Company's subsidiary, TTBk, has a secured line of credit with a bank which provides for a total line of credit of $78,000. Borrowings under the line as of December 27, 1996 were $7,000. Interest is at the bank's prime rate (13.25% at December 27, 1996) plus 4.75%. The Company's subsidiary, EETC, has a credit agreement with a bank which provides a term loan of $560,000. Borrowings under this agreement as of December 27, 1996 were $384,000 Interest is at the bank's prime rate (5.83% at December 27, 1996) plus 3%. The Company has a revolving line of credit of $125,000 from a bank bearing interest at 1.5% above the bank's reference rate (8.25% at December 27, 1996). Borrowings under the line amounted to $95,000 as of December 27, 1996. 2. Material Changes in Financial Position There were no material changes in the financial position of the Company during the six-month period ending December 27, 1996. 3. Material Changes in Results of Operations There were no material changes in the results of operations of the Company during the six-month period ending December 27, 1996. 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 one-for-four 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 1,282,920. 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 Chairman Dated: February 5, 1997 <TABLE> <CAPTION> TRIO-TECH INTERNATIONAL EXHIBIT 11.1 STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS (unaudited) (In thousands, except Earnings per Share Data) SIX MONTHS ENDED THREE MONTHS ENDED DEC. 27, DEC.29, DEC.27, DEC. 29, 1996 1995 1996 1995 <S> <C> <C> <C> <C> Net income $ 371 $ 318 $ 202 $ 198 Primary earnings per share: Weighted average number of SIX MONTHS ENDED THREE MONTHS ENDED common shares outstanding 1,214 1,186 1,221 1,190 Dilutive effect of stock options and warrants after application of treasury stock method 72 82 71 72 Number of shares used to compute primary earnings per share 1,286 1,268 1,292 1,262 Primary earnings per share: Earnings per share $ 0.29 $ 0.25 $ 0.16 $ 0.16 Fully diluted earnings per share: Weighted average number of common shares outstanding 1,214 1,186 1,221 1,190 Dilutive effect of stock options and warrants after application of treasury stock method 77 90 72 58 SIX MONTHS ENDED THREE MONTHS ENDED Number of shares used to compute fully diluted earnings per share 1,291 1,276 1,293 1,248 Fully diluted earnings per share: Earnings per share $ 0.29 $ 0.25 $ 0.16 $ 0.16 </TABLE>