false
0000732026
0000732026
2026-02-13
2026-02-13
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, 2026
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):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered or to be registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common Stock, no par value
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TRT
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NYSE American
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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, 2026, Trio-Tech International (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended December 31, 2025. 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
99.1 Press Release of Trio-Tech International dated February 13, 2026
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, 2026
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TRIO-TECH INTERNATIONAL
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By:
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/s/ SRINIVASAN ANITHA
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Name: Srinivasan Anitha
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Title: Chief Financial Officer
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EXIBIT INDEX
| Exhibit Number |
Description |
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| 99.1 |
Press Release of Trio-Tech International dated February 13, 2026 |
Exhibit 99.1
TRIO-TECH REPORTS 82% REVENUE GROWTH IN Q2 FY2026, REFLECTING EXPANDING ROLE IN AI AND EV SEMICONDUCTOR RELIABILITY TESTING
Van Nuys, Calif. – February 13, 2026 – 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 financial results for its fiscal second quarter ended December 31, 2025. The Company reported 82% year-over-year revenue growth, driven primarily by strong demand for advanced semiconductor testing services supporting AI compute chips and EV power devices, along with continued growth in aerospace-related industrial electronics.
Trio-Tech International Chairman and CEO S.W. Yong’s Comments
Semiconductor Back-End Solutions Driving Growth
“We delivered a strong quarter marked by substantial revenue growth and improved operating performance, driven by continued momentum in our Semiconductor Back-End Solutions segment, which is increasingly serving customers developing AI compute chips and EV power devices that require advanced reliability and performance validation.
“Demand for final test services supporting next-generation semiconductor products remained robust during the quarter, reflecting our customers’ growing focus on device reliability, yield optimization, and compliance with increasingly stringent performance standards. As AI and electrification trends drive greater complexity in semiconductor design, our testing capabilities are becoming increasingly critical to our customers’ development and qualification processes.
“We believe Trio-Tech is well-positioned as a critical infrastructure partner for semiconductor reliability and performance validation, particularly for customers operating in high-growth, high-value markets such as AI and electric vehicles. At the same time, we continue to invest in our capabilities and regional footprint to capitalize on anticipated growth opportunities in these expanding end markets. Our focused approach, combined with expanding testing activity across Southeast Asia and increasing demand outside of China, continues to support strong segment performance.
“In our Industrial Electronics segment, revenue growth was driven by higher sales of aerospace-related products and increased equipment demand, reflecting the benefits of our ongoing expansion into diversified end markets. With a solid balance sheet and continued operational discipline, we remain focused on executing our strategy and positioning the Company for sustainable growth through the remainder of fiscal 2026.”
Fiscal 2026 Second Quarter Financial Results
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Total revenue: $15.6 million, an 82% increase from $8.6 million in Q2 FY2025.
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Semiconductor Back-End Solutions: $12.4 million, up 113% from $5.8 million in the prior year quarter, driven by higher testing volumes.
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•
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Industrial Electronics: $3.3 million, up 17% from $2.8 million, reflecting steady demand across industrial and commercial applications.
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•
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Gross margin: $2.5 million, or 16% of revenue, compared to $2.2 million, or 26%, in the prior year period; the decline reflects a higher proportion of lower-margin, high-volume testing services.
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Operating income: $97 thousand, compared to an operating loss of $3 thousand in Q2 FY2025.
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Net income attributable to common shareholders: $126 thousand, or $0.01 per diluted share, compared to $507 thousand, or $0.06 per diluted share, in the prior year quarter. The prior-year period included a $550 thousand foreign currency gain; excluding this item, the Company meaningfully improved its year-over-year profitability.
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Cash, cash equivalents, and restricted cash: $19.2 million as of December 31, 2025, compared to $19.5 million at June 30, 2025.
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Fiscal 2026 First Six Months Financial Results
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Total revenue: $31.2 million, a 69% increase from $18.4 million in the year ago period.
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Semiconductor Back-End Solutions: $23.8 million, up 88% from $12.7 million in the prior year period.
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•
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Industrial Electronics: $7.3 million, up 28% from $5.7 million in the year-ago period.
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Gross margin: $5.1 million, or 16% of revenue, compared to $4.5 million, or 25%, in the prior year period.
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Operating income: $143 thousand, compared to operating income of $130 thousand a year ago.
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Net income attributable to common shareholders: $203 thousand, or $0.02 per diluted share, compared to $271 thousand, or $0.03 per diluted share, in the prior year period.
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Outlook
Trio-Tech expects continued demand for its semiconductor back-end testing services through fiscal 2026, supported by customer programs for advanced and AI-related devices. The Company anticipates increased contributions from its Industrial Electronics segment. Trio-Tech remains focused on operational efficiency, disciplined capital allocation, and maintaining a strong liquidity position to support long-term growth and profitability.
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, imposition of tariffs, 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 to Follow
TRIO-TECH INTERNATIONAL AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT NUMBER OF SHARES)
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December 31,
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June 30,
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2025
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2025
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(Unaudited)
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ASSETS
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CURRENT ASSETS:
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Cash and cash equivalents
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$ |
12,404 |
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$ |
10,890 |
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Short-term deposits
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4,059 |
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|
5,817 |
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Trade accounts receivable, less allowance for expected credit losses of $193 and $35, respectively
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13,455 |
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10,804 |
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Other receivables
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716 |
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608 |
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Inventories, less provision for obsolete inventories of $823 and $851, respectively
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2,835 |
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|
2,262 |
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Prepaid expense and other current assets
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389 |
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|
384 |
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Restricted term deposits
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819 |
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|
816 |
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Total current assets
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|
34,677 |
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|
31,581 |
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NON-CURRENT ASSETS:
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Deferred tax assets
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|
94 |
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|
91 |
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Investment properties, net
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|
319 |
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|
345 |
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Property, plant and equipment, net
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|
5,875 |
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|
6,021 |
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Operating lease right-of-use assets
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|
2,551 |
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|
864 |
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Other assets
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|
272 |
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|
231 |
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Restricted term deposits
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|
1,941 |
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|
1,935 |
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Total non-current assets
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|
11,052 |
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|
9,487 |
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TOTAL ASSETS
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|
$ |
45,729 |
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$ |
41,068 |
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LIABILITIES
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CURRENT LIABILITIES:
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|
|
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|
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Lines of credit
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|
$ |
401 |
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|
$ |
141 |
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|
Accounts payable
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|
|
5,527 |
|
|
|
1,896 |
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|
Accrued expense
|
|
|
4,624 |
|
|
|
3,036 |
|
|
Contract liabilities
|
|
|
128 |
|
|
|
250 |
|
|
Income taxes payable
|
|
|
122 |
|
|
|
122 |
|
|
Current portion of bank loans payable
|
|
|
271 |
|
|
|
256 |
|
|
Current portion of finance leases
|
|
|
13 |
|
|
|
43 |
|
|
Current portion of operating leases
|
|
|
617 |
|
|
|
540 |
|
|
Total current liabilities
|
|
|
11,703 |
|
|
|
6,284 |
|
|
NON-CURRENT LIABILITIES:
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|
|
|
|
|
|
|
|
|
Bank loans payable, net of current portion
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|
|
310 |
|
|
|
428 |
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|
Operating leases, net of current portion
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|
|
1,934 |
|
|
|
324 |
|
|
Deferred tax liabilities
|
|
|
14 |
|
|
|
10 |
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|
Other non-current liabilities
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|
32 |
|
|
|
31 |
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|
Total non-current liabilities
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|
2,290 |
|
|
|
793 |
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|
TOTAL LIABILITIES
|
|
$ |
13,993 |
|
|
$ |
7,077 |
|
| |
|
|
|
|
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EQUITY
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TRIO-TECH INTERNATIONAL SHAREHOLDERS’ EQUITY:
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Common stock, no par value, 15,000,000 shares authorized; 8,736,110 and 8,625,610 shares issued outstanding as at December 31, 2025 and June 30, 2025, respectively
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|
$ |
13,774 |
|
|
$ |
13,490 |
|
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Paid-in capital
|
|
|
6,092 |
|
|
|
5,979 |
|
|
Accumulated retained earnings
|
|
|
11,068 |
|
|
|
12,037 |
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Accumulated other comprehensive income-translation adjustments
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|
2,579 |
|
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|
2,522 |
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Total Trio-Tech International shareholders’ equity
|
|
|
33,513 |
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|
|
34,028 |
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Non-controlling interest
|
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|
(1,777 |
) |
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|
(37 |
) |
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TOTAL EQUITY
|
|
$ |
31,736 |
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|
$ |
33,991 |
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TOTAL LIABILITIES AND EQUITY
|
|
$ |
45,729 |
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|
$ |
41,068 |
|
TRIO-TECH INTERNATIONAL AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME / (LOSS)
UNAUDITED (IN THOUSANDS, EXCEPT EARNINGS PER SHARE)
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Three Months Ended
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Six Months Ended
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December 31,
|
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December 31,
|
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December 31,
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December 31,
|
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|
2025
|
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|
2024
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|
|
2025
|
|
|
2024
|
|
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Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Semiconductor Back-end Solutions
|
|
$ |
12,357 |
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$ |
5,809 |
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|
$ |
23,809 |
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|
$ |
12,688 |
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|
Industrial Electronics
|
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|
3,284 |
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|
|
2,801 |
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|
7,336 |
|
|
|
5,715 |
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|
Others
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|
|
8 |
|
|
|
9 |
|
|
|
18 |
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|
|
15 |
|
| |
|
|
15,649 |
|
|
|
8,619 |
|
|
|
31,163 |
|
|
|
18,418 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of Sales
|
|
|
13,150 |
|
|
|
6,401 |
|
|
|
26,079 |
|
|
|
13,878 |
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| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Margin
|
|
|
2,499 |
|
|
|
2,218 |
|
|
|
5,084 |
|
|
|
4,540 |
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| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Operating Expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative
|
|
|
2,197 |
|
|
|
1,965 |
|
|
|
4,371 |
|
|
|
3,929 |
|
|
Selling
|
|
|
99 |
|
|
|
176 |
|
|
|
370 |
|
|
|
326 |
|
|
Research and development
|
|
|
106 |
|
|
|
114 |
|
|
|
200 |
|
|
|
202 |
|
|
Gain on disposal of property, plant and equipment
|
|
|
- |
|
|
|
(34 |
) |
|
|
- |
|
|
|
(47 |
) |
|
Total operating expense
|
|
|
2,402 |
|
|
|
2,221 |
|
|
|
4,941 |
|
|
|
4,410 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income / (Loss) from Operations
|
|
|
97 |
|
|
|
(3 |
) |
|
|
143 |
|
|
|
130 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Income / (Expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(22 |
) |
|
|
(13 |
) |
|
|
(30 |
) |
|
|
(26 |
) |
|
Other income, net
|
|
|
237 |
|
|
|
686 |
|
|
|
422 |
|
|
|
321 |
|
|
Government grant
|
|
|
- |
|
|
|
5 |
|
|
|
4 |
|
|
|
71 |
|
|
Total other income
|
|
|
215 |
|
|
|
678 |
|
|
|
396 |
|
|
|
366 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from Continuing Operations before Income Taxes
|
|
|
312 |
|
|
|
675 |
|
|
|
539 |
|
|
|
496 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Tax Expense
|
|
|
(77 |
) |
|
|
(139 |
) |
|
|
(141 |
) |
|
|
(190 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from Continuing Operations before Non-controlling Interest, Net of Taxes
|
|
|
235 |
|
|
|
536 |
|
|
|
398 |
|
|
|
306 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income / (Loss) from discontinued operations, net of tax
|
|
|
56 |
|
|
|
(7 |
) |
|
|
58 |
|
|
|
- |
|
|
Net Income
|
|
|
291 |
|
|
|
529 |
|
|
|
456 |
|
|
|
306 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Net income attributable to non-controlling interest
|
|
|
165 |
|
|
|
22 |
|
|
|
253 |
|
|
|
35 |
|
|
Net Income Attributable to Common Shareholders
|
|
$ |
126 |
|
|
$ |
507 |
|
|
$ |
203 |
|
|
$ |
271 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts Attributable to Common Shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations, net of tax
|
|
|
95 |
|
|
|
511 |
|
|
|
171 |
|
|
|
271 |
|
|
Income / (Loss) from discontinued operations, net of tax
|
|
|
31 |
|
|
|
(4 |
) |
|
|
32 |
|
|
|
- |
|
|
Net Income Attributable to Common Shareholders
|
|
$ |
126 |
|
|
$ |
507 |
|
|
$ |
203 |
|
|
$ |
271 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic Earnings per Share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share from continuing operations
|
|
$ |
0.01 |
|
|
$ |
0.06 |
|
|
$ |
0.02 |
|
|
$ |
0.03 |
|
|
Basic earnings from discontinued operations
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
Basic Earnings per Share from Net Income
|
|
$ |
0.01 |
|
|
$ |
0.06 |
|
|
$ |
0.02 |
|
|
$ |
0.03 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted Earnings per Share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share from continuing operations
|
|
$ |
0.01 |
|
|
$ |
0.06 |
|
|
$ |
0.02 |
|
|
$ |
0.03 |
|
|
Diluted earnings per share from discontinued operations
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
Diluted Earnings per Share from Net Income
|
|
$ |
0.01 |
|
|
$ |
0.06 |
|
|
$ |
0.02 |
|
|
$ |
0.03 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Number of Common Shares Outstanding(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
8,697 |
|
|
|
8,501 |
|
|
|
8,662 |
|
|
|
8,500 |
|
|
Dilutive effect of stock options
|
|
|
667 |
|
|
|
306 |
|
|
|
383 |
|
|
|
238 |
|
|
Number of Shares Used to Compute Earnings Per Share Diluted
|
|
|
9,364 |
|
|
|
8,807 |
|
|
|
9,045 |
|
|
|
8,738 |
|
|
(1)
|
On January 5, 2026, the Company effected a two-for-one forward stock split of the Company's issued Common Stock. All share and per-share amounts included in the accompanying condensed consolidated financial statements have been retrospectively adjusted to reflect the stock split.
|
| |
|
Three Months Ended
|
|
|
Six Months Ended
|
|
| |
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
| |
|
2025
|
|
|
2024
|
|
|
2025
|
|
|
2024
|
|
|
Comprehensive Income / (Loss) Attributable to Common Shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
291 |
|
|
$ |
529 |
|
|
$ |
456 |
|
|
$ |
306 |
|
|
Foreign currency translation, net of tax
|
|
|
465 |
|
|
|
(1,794 |
) |
|
|
395 |
|
|
|
220 |
|
|
Comprehensive Income / (Loss)
|
|
|
756 |
|
|
|
(1,265 |
) |
|
|
851 |
|
|
|
526 |
|
|
Less: comprehensive income / (loss) attributable to non-controlling interest
|
|
|
167 |
|
|
|
(2 |
) |
|
|
292 |
|
|
|
137 |
|
|
Comprehensive Income / (Loss) Attributable to Common Shareholders
|
|
$ |
589 |
|
|
$ |
(1,263 |
) |
|
$ |
559 |
|
|
$ |
389 |
|
