TRIO-TECH INTERNATIONAL

DEF 14A 1 trt20241022_def14a.htm FORM DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

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TRIO-TECH INTERNATIONAL

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October 28, 2024

Letter to Shareholders

To Our Shareholders:

Last year we launched our strategy to focus Trio-Tech’s distribution business on opportunities in the rapidly growing display industries and to build our manufacturing business by supporting key customers in their new product introduction programs and related initiatives. Significant developments in pursuit of this strategy in fiscal 2024 include:

These results confirm that our strategy is delivering the growth we anticipated. With the additional actions we plan to implement in the year ahead, we are optimistic about our continued success.

Fiscal 2024 Results

For the fiscal year ended June 30, 2024, value-added distribution revenue increased 32% to $8,297,000 from $6,270,000 for fiscal 2023, primarily led by strong sales of display products. Manufacturing revenue increased 16% to $16,057,000 from $13,827,000 a year ago, mainly reflecting the success of our initiatives to support our key customers in their new product introduction programs. Because testing services revenue decreased 22% to $17,933,000 from $23,130,000 for fiscal 2023, total revenue for fiscal 2024 decreased 2% to $42,312,000 from $43,250,000 for fiscal 2023.

Gross margin for fiscal 2024 decreased slightly to $10,762,000, or 25% of revenue, compared to $11,705,000, or 27% of revenue, for fiscal 2023.

Operating expense increased 2% to $9,669,000 from $9,477,000 and increased to 23% of revenue compared to 22% of revenue for fiscal 2023, as we devoted resources to support the roll-out of our growth strategy with expanded sales programs and the launch of new products and services in our manufacturing and distribution businesses

Net income attributable to Trio-Tech shareholders for fiscal 2024 was $1,050,000, or $0.24 per diluted share. This compares to net income of $1,544,000, or $0.37 per diluted share, for fiscal 2023.

On the Right Track: Fourth Quarter Results

Results for the fourth quarter provide further evidence that Trio-Tech is on the right track. For the three months ended June 30, 2024, revenue increased 7% to $9,746,000 from $9,079,000 for the fourth quarter of fiscal 2023, driven by a 60% increase in manufacturing revenue and a 30% increase in our value-added distribution revenue. Testing services revenue decreased 20% for the quarter, reflecting the general weakness in the global semiconductor industry.

Improved gross margin contributed to a 50% increase in fourth quarter net income to $243,000, or $0.06 per diluted share, compared to $162,000, or $0.04 per diluted share, for the fourth quarter of fiscal 2023.

Balance Sheet Highlights

With solid cash flow from operations for fiscal 2024, cash and cash equivalents increased to $10,035,000 at June 30, 2024 from $7,583,000 at June 30, 2023. Cash, cash equivalents and short-term deposits also increased to $16,532,000 from $14,210,000 and working capital grew to $22,760,000 compared to $19,501,000 at June 30, 2023.

Total liabilities decreased to $10,962,000 from $12,615,000 last year. As a result, shareholders’ equity increased to a record $31,578,000, or $7.43 per outstanding share, compared to $29,571,000, or $7.22 per outstanding share, for fiscal 2023. There were approximately 4,250,305 and 4,096,680 common shares outstanding at June 30, 2024 and June 30, 2023, respectively.

The Road Ahead

Our efforts to expand Trio-Tech’s core semiconductor operations are meeting with success. Consistent with our new strategic direction, beginning in the first quarter of fiscal 2025, we will report core semiconductor manufacturing and testing services in the combined “Semiconductor Back-end Solutions” (SBS) segment. Our value-added distribution business, along with our services and equipment manufacturing operations that serve various industries will be reported together in our “Industrial Electronics” (IE) segment. We are focusing these segments on winning new business in our primary semiconductor markets and are concentrating on penetrating emerging and complementary markets. These two businesses are planning to introduce new, superior products and services and to expand our geographic reach beyond core markets in Asia. Where opportunities exist, Trio-Tech will establish strategic relationships through partnerships or acquisitions that can supplement internally-generated growth.

While the semiconductor industry is and will remain a major market for Trio-Tech, an important component of our strategy is to reduce our historic concentration on this industry. Consequently, we are carefully evaluating the outlook for each of our business segments. This process may result in additional investment in or divestiture of one or more of our operations, which would allow us to focus our resources on the most attractive opportunities for improved revenue growth and shareholder value.

We appreciate the accomplishments and hard work of Trio-Tech’ employees and the continued support of our shareholders. We look forward to reporting our progress to you.

Sincerely,

/s/ Yong Siew Wai

Yong Siew Wai

Chairman and Chief Executive Officer

Trio-Tech International

Block 1008 Toa Payoh North, Unit 03-09

Singapore 318996, Singapore

Tel. (65) 6265 3300

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held On December 10, 2024

NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Shareholders (the “Annual Meeting”) of Trio‑Tech International, a California corporation (the “Company”), will be held at our U.S. corporate office, located at 16139 Wyandotte Street, Van Nuys, California 91406, on, December 10, 2024 at 10:00 A.M. Pacific Standard Time, for the following purposes, as set forth in the attached proxy statement (the “Proxy Statement”):

The Board of Directors of the Company (the “Board of Directors” or the “Board”) has fixed the close of business on October 14, 2024 (the “Record Date”) as the record date for determining the shareholders entitled to notice of and to vote at the Annual Meeting and any adjournment and postponements thereof.

The Securities and Exchange Commission permits proxy materials to be furnished over the Internet rather than in paper form. Accordingly, most shareholders will receive a notice (the "Notice") regarding the availability of the Proxy Statement, Annual Report on Form 10-K for the fiscal year ended June 30, 2024 (the “Annual Report”), and other proxy materials (collectively, the “Materials”) via the Internet. This electronic process provides fast, convenient access to the Materials, reduces the impact on the environment and reduces our printing and mailing costs. If you received a Notice by mail, you will not receive a printed copy of the Materials in the mail. The Notice instructs you on how to access and review all of the important information contained in the Materials. The Notice also instructs you on how you may submit your vote over the Internet. If you would like to receive a printed copy of the Materials, please follow the instructions for requesting such materials included in the Notice. The Proxy Statement and this Notice are expected to be first sent or given to stockholders on or about October 28, 2024.

Whether you plan to attend the Annual Meeting or not, please vote by telephone or electronically via the Internet. Alternatively, if you received a paper copy, you may sign, and date the enclosed proxy card and return it without delay in the enclosed postage-prepaid envelope. If you do attend the Annual Meeting, you may withdraw your proxy and vote personally on each matter brought before the Annual Meeting.

IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE REQUESTED TO VOTE PROMPTLY OVER THE INTERNET, BY TELEPHONE, OR IF YOU REQUESTED TO RECEIVE PRINTED PROXY MATERIALS, BY MAILING A PROXY OR VOTING INSTRUCTION CARD IN THE ENCLOSED POSTAGE-PREPAID RETURN ENVELOPE TO ENSURE YOUR REPRESENTATION AT THE ANNUAL MEETING.

THANK YOU FOR ACTING PROMPTLY

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on

December 10, 2024: The Proxy Statement and our 2024 Annual Report to Shareholders are available at

http://www.triotech.com/investors/****, which does not have“cookies”** that identify visitors to the site.**