UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended ~~September 30, 2022~~March 31, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from ___ to ___

Commission File Number 1-14523

TRIO-TECH INTERNATIONAL

(Exact name of Registrant as specified in its ~~Charter)~~Charter

California		95-2086631
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification Number)

Block 1008 Toa Payoh North
Unit 03-09 Singapore		318996
(Address of principal executive offices)		(Zip Code)

Registrant's Telephone Number, Including Area Code: (65) 6265 3300

Securities registered pursuant to Section 12(b) of the Act:

~~Name of each exchange~~

Title of each class

Trading Symbol

Name of each exchange

onOn which registered

Common Stock, no par value

TRT

NYSE American

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed 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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-‐accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and "emerging growth company" in Rule 12b-‐2 of the Exchange Act. (Check one):

Large Accelerated Filer	☐	Accelerated Filer	☐
Non-Accelerated Filer	☐	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~November~~May 1, ~~2022,~~2023, there were ~~4,076,680~~4,096,680 shares of the issuer’s Common Stock, no par value, outstanding.

~~Table of Contents~~

TRIO-TECH INTERNATIONAL

INDEX TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION, OTHER INFORMATION AND SIGNATURE

		Page
Part I.	Financial Information

Item 1.	Financial Statements
~~Item 1.~~	~~Financial Statements~~	14
	(a) Condensed Consolidated Balance Sheets as of ~~Sep 30, 2022~~March 31, 2023 (Unaudited), and June 30, 2022	1 4
	(b) Condensed Consolidated Statements of Operations and Comprehensive Income/(Loss) for the Three and Nine Months Ended ~~September 30, 2022~~March 31, 2023 (Unaudited), and ~~September 30, 2021~~March 31, 2022 (Unaudited)	2 5
	(c) Condensed Consolidated Statements of Shareholders’ Equity for the ~~Three~~Nine Months Ended ~~September 30, 2022~~March 31, 2023 (Unaudited), and ~~September 30, 2021~~March 31, 2022 (Unaudited)	4 7
	(d) Condensed Consolidated Statements of Cash Flows for the ~~Three~~Nine Months Ended ~~September 30, 2022~~March 31, 2023 (Unaudited), and ~~September 30, 2021~~March 31, 2022 (Unaudited)	5 7
	(e) Notes to Condensed Consolidated Financial Statements (Unaudited)	6 9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27 28
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	37 41
Item 4.	Controls and Procedures	37 41

Part II.	Other Information

Item 1.	Legal Proceedings	38 42
Item 1A.	Risk Factors	38 42
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38 42
Item 3.	Defaults upon Senior Securities	38 42
Item 4.	Mine Safety Disclosures	38 42
Item 5.	Other Information	38 42
Item 6.	Exhibits	38 42

Signatures		39 43

~~-i-~~

~~Table of Contents~~

FORWARD-LOOKING STATEMENTS

The discussions of Trio-Tech International’s (the “Company”) business and activities set forth in this Quarterly Report on Form 10-Q (this “Quarterly Report”) and in other past and future reports and announcements by the Company 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; 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, 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; ongoing public health issues related to the COVID-19 ~~pandemic;~~pandemic both nationally and internationally; the trade tension between U.S. and China; inflation; the war in Ukraine; other economic, financial and regulatory factors beyond the Company’s control and uncertainties relating to our ability to operate our business in China; uncertainties regarding the enforcement of laws and the fact that rules and regulation in China can change quickly with little advance notice, along with the risk that the Chinese government may intervene or influence our operation at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers could result in a material change in our operations, financial performance and/or the value of our common stock, no par value (“Common Stock”) or impair our ability to raise money. Other than statements of historical fact, all statements made in this Quarterly Report 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.

Unless otherwise required by law, we undertake no obligation to update forward-looking statements to reflect subsequent events, changed circumstances, or the occurrence of unanticipated events. You are cautioned not to place undue reliance on such forward-looking statements.

~~Table of Contents~~

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

TRIO-TECH INTERNATIONAL AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT NUMBER OF SHARES)

	September 30, 2022		June 30, 2022		March 31, 2023		June 30, 2022
	(Unaudited)				(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	9,428	$	7,698	$	8,430	$	7,698
Short-term deposits		2,829		5,420		5,703		5,420
Trade accounts receivable, less allowance for doubtful accounts of $215 and $243, respectively		12,491		11,592
Trade accounts receivable, less allowance for doubtful accounts of $223 and $243, respectively						11,004		11,592
Other receivables		942		998		757		998
Inventories, less provision for obsolete inventories of $625 and $674, respectively		3,548		2,258
Inventories, less provision for obsolete inventories of $743 and $674, respectively						2,324		2,258
Prepaid expenses and other current assets		631		1,215		731		1,215
Financed sales receivable		20		21		22		21
Restricted term deposits						755		-
Total current assets		29,889		29,202		29,726		29,202
NON-CURRENT ASSETS:
Deferred tax assets		173		169		91		169
Investment properties, net		533		585		517		585
Property, plant and equipment, net		8,687		8,481		9,987		8,481
Operating lease right-of-use assets		2,759		3,152		3,059		3,152
Other assets		121		137		232		137
Financed sales receivable		11		17		-		17
Restricted term deposits		1,632		1,678		1,762		1,678
Total non-current assets		13,916		14,219		15,648		14,219
TOTAL ASSETS	$	43,805	$	43,421	$	45,374	$	43,421

LIABILITIES
CURRENT LIABILITIES:
Lines of credit	$	482	$	929	$	107	$	929
Accounts payable		3,469		2,401		1,835		2,401
Accrued expenses		6,179		6,004		6,570		6,004
Income taxes payable		968		787		390		787
Current portion of bank loans payable		491		472		513		472
Current portion of finance leases		104		118		103		118
Current portion of operating leases		1,130		1,218		1,361		1,218
Total current liabilities		12,823		11,929		10,879		11,929
NON-CURRENT LIABILITIES:
Bank loans payable, net of current portion		1,251		1,272		1,054		1,272
Finance leases, net of current portion		91		119		43		119
Operating leases, net of current portion		1,629		1,934		1,698		1,934
Income taxes payable, net of current portion		137		137		255		137
Deferred tax liabilities		30		-		17		-
Other non-current liabilities		26		28		952		28
Total non-current liabilities		3,164		3,490		4,019		3,490
TOTAL LIABILITIES	$	15,987	$	15,419	$	14,898	$	15,419

EQUITY
TRIO-TECH INTERNATIONAL’S SHAREHOLDERS’ EQUITY:
Common stock, no par value, 15,000,000 shares authorized; 4,076,680 and 4,071,680 shares issued outstanding as at September 30 and June 30, 2022	$	12,769		12,750
Common stock, no par value, 15,000,000 shares authorized; 4,076,680 and 4,071,680 shares issued outstanding as at March 31, 2023 and June 30, 2022, respectively					$	12,769	$	12,750
Paid-in capital		4,740		4,708		5,045		4,708
Accumulated retained earnings		10,101		9,219		10,601		9,219
Accumulated other comprehensive income-translation adjustments		1		1,197		1,806		1,197
Total Trio-Tech International shareholders’ equity		27,611		27,874		30,221		27,874
Non-controlling interest		207		128		255		128
TOTAL EQUITY	$	27,818	$	28,002	$	30,476	$	28,002
TOTAL LIABILITIES AND EQUITY	$	43,805	$	43,421	$	45,374	$	43,421

See notes to condensed consolidated financial statements

~~-1-~~4

~~Table of Contents~~

TRIO-TECH INTERNATIONAL AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME / (LOSS)

UNAUDITED (IN THOUSANDS, EXCEPT EARNINGS PER SHARE)

							Three Months Ended						Nine Months Ended
	Three Months Ended						Mar. 31,			Mar. 31,			Mar. 31,			Mar. 31,
	Sept. 30, 2022			Sept. 30, 2021			2023			2022			2023			2022
Revenue
Manufacturing	$	3,585		$	3,562		$	2,963		$	3,097		$	11,592		$	10,187
Testing services		6,364			4,600			5,697			4,417			17,709			13,983
Distribution		1,982			1,998			1,179			3,620			4,855			8,038
Real estate		8			11			3			4			15			23
		11,939			10,171			9,842			11,138			34,171			32,231
Cost of Sales
Cost of manufactured products sold		2,525			2,434			2,451			2,530			8,825			7,838
Cost of testing services rendered		4,126			2,883			3,940			3,169			11,813			9,141
Cost of distribution		1,648			1,656			975			2,945			4,064			6,651
Cost of real estate		18			19			18			20			54			58
		8,317			6,992			7,384			8,664			24,756			23,688

Gross Margin		3,622			3,179			2,458			2,474			9,415			8,543

Operating Expenses:
General and administrative		2,305			1,980			2,248			2,378			6,472			6,305
Selling		173			147			160			146			526			449
Research and development		73			82			87			80			311			293
Gain on disposal of property, plant and equipment		4			-
Loss on disposal of property, plant and equipment								-			-			7			-
Total operating expenses		2,555			2,209			2,495			2,604			7,316			7,047

Income from Operations		1,067			970
(Loss) / Income from Operations								(37	)		(130	)		2,099			1,496

Other Income/(Expenses)
Other Income / (Expenses)
Interest expenses		(44	)		(28	)		(29	)		(31	)		(83	)		(87	)
Other income, net		179			161			123			127			59			669
Total other income		135			133
Total other income / (expenses)								94			96			(24	)		582

Income from Continuing Operations before Income Taxes		1,202			1,103
Income / (Loss) from Continuing Operations before Income Taxes								57			(34	)		2,075			2,078

Income Tax Expenses		(225	)		(180	)		(8	)		(170	)		(474	)		(503	)

Income from Continuing Operations before Non-controlling Interest, Net of Tax		977			923
Income / (Loss) from Continuing Operations before Non-controlling Interest, Net of Tax								49			(204	)		1,601			1,575

Discontinued Operations
Income from discontinued operations, net of tax		1			5
NET INCOME		978			928
Income / (loss) from discontinued operations, net of tax								5			-			(4	)		5
NET INCOME / (LOSS)								54			(204	)		1,597			1,580

Less: Net income attributable to the non-controlling interest		96			11
Net Income Attributable to Trio-Tech International Common Shareholders	$	882		$	917
Less: net income / (loss) attributable to non-controlling interest								61			(37	)		215			(25	)
Net (Loss) / Income Attributable to Trio-Tech International Common Shareholders							$	(7	)	$	(167	)	$	1,382		$	1,605

Amounts Attributable to Trio-Tech International Common Shareholders:
Income from continuing operations, net of tax		882			914
Income from discontinued operations, net of tax		-			3
Net Income Attributable to Trio-Tech International Common Shareholders	$	882		$	917
(Loss) / Income from continuing operations, net of tax								(10	)		(167	)		1,384			1,603
Income / (Loss) from discontinued operations, net of tax								3			-			(2	)		2
Net (Loss) / Income Attributable to Trio-Tech International Common Shareholders							$	(7	)	$	(167	)	$	1,382		$	1,605

Basic Earnings per Share:
Basic earnings per share from continuing operations attributable to Trio-Tech International	$	0.22		$	0.23
Basic earnings per share from discontinued operations attributable to Trio-Tech International	$	-		$	-
Basic Earnings per Share from Net Income Attributable to Trio-Tech International	$	0.22		$	0.23
Basic (loss) / earnings per share from continuing operations attributable to Trio-Tech International							$	-		$	(0.04	)	$	0.34		$	0.40
Basic (loss) / earnings per share from discontinued operations attributable to Trio-Tech International							$	-		$	-		$	-		$	-
Basic (Loss) / Earnings per Share from Net Income Attributable to Trio-Tech International							$	-		$	(0.04	)	$	0.34		$	0.40

Diluted Earnings per Share:
Diluted earnings per share from continuing operations attributable to Trio-Tech International	$	0.21		$	0.23
Diluted earnings per share from discontinued operations attributable to Trio-Tech International	$	-		$	-
Diluted Earnings per Share from Net Income Attributable to Trio-Tech International	$	0.21		$	0.23
Diluted (Loss) / Earnings per Share:
Diluted (loss) / earnings per share from continuing operations attributable to Trio-Tech International							$	-		$	(0.04	)	$	0.33		$	0.38
Diluted (loss) / earnings per share from discontinued operations attributable to Trio-Tech International							$	-		$	-		$	-		$	-
Diluted (Loss) / Earnings per Share from Net Income Attributable to Trio-Tech International							$	-		$	(0.04	)	$	0.33		$	0.38

Weighted average number of common shares outstanding
Basic		4,077			3,913			4,075			3,949			4,075			3,949
Dilutive effect of stock options		81			94			84			272			86			191
Number of shares used to compute earnings per share diluted	$	4,158		$	4,007			4,159			4,221			4,161			4,140

See notes to condensed consolidated financial statements.

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~~Table of Contents~~

TRIO-TECH INTERNATIONAL AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE ~~(LOSS)~~INCOME / ~~INCOME~~(LOSS)

UNAUDITED (IN THOUSANDS)

Three Months Ended

Sept. 30,

Sept. 30,

2022

2021

Comprehensive Income Attributable to Trio-Tech International Common

Shareholders

Net income
$ 978 $ 928
Foreign currency translation, net of tax
(1,213 ) (289 )
Comprehensive (Loss) / Income
(235 ) 639
Less: Comprehensive income attributable to the non-controlling interests
79 4
Comprehensive (Loss) / Income Attributable to Trio-Tech International Common Shareholders
$ (314 ) $ 635

	Three Months Ended						Nine Months Ended
	Mar. 31,			Mar. 31,			Mar. 31,		Mar. 31,
	2023			2022			2023		2022
Comprehensive Income Attributable to Trio-Tech International Common Shareholders:

Net income / (loss)	$	54		$	(204	)	$	1,597	$	1,580
Foreign currency translation, net of tax		166			16			521		(22	)
Comprehensive Income / (Loss)		220			(188	)		2,118		1,558
Less: comprehensive (loss) / income attributable to non- controlling interest		(85	)		(46	)		127		(40	)
Comprehensive Income / (Loss) Attributable to Trio-Tech International Common Shareholders	$	305		$	(142	)	$	1,991	$	1,598

See notes to condensed consolidated financial statements.

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~~Table of Contents~~

TRIO-TECH INTERNATIONAL AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

UNAUDITED (IN THOUSANDS)

~~Three~~Nine months ended ~~September 30, 2022~~March 31, 2023

	Common Stock				Paid-in		Accumulated Retained		Accumulated Other Comprehensive			Non- controlling						Common Stock				Paid-in		Accumulated Retained		Accumulated Other Comprehensive		Non- controlling
	Shares		Amount		Capital		Earnings		Income/ (Loss)			Interest			Total			Shares		Amount		Capital		Earnings		Income		Interest			Total
			$		$		$		$			$			$					$		$		$		$		$			$

Balance at June 30, 2022		4,072		12,750		4,708		9,219		1,197			128			28,002			4,072		12,750		4,708		9,219		1,197		128			28,002
Stock option expenses		-		-		32		-		-			-			32			-		-		337		-		-		-			337
Net income								882		-			96			978			-		-		-		1,382		-		215			1,597
Dividend declared by subsidiary		-		-		-		-		-			-			-
Exercise of stock option		5		19				-		-			-			19			5		19		-		-		-		-			19
Translation adjustment		-		-				-		(1,196	)		(17	)		(1,213	)		-		-		-		-		609		(88	)		521
Balance at Sept 30, 2022		4,077		12,769		4,740		10,101		1			207			27,818
Balance at Mar. 31, 2023																			4,077		12,769		5,045		10,601		1,806		255			30,476

~~Three~~Nine months ended ~~September 30, 2021~~March 31, 2022

	Common Stock				Paid-in		Accumulated Retained		Accumulated Other Comprehensive			Non- controlling						Common Stock				Paid-in		Accumulated Retained		Accumulated Other Comprehensive			Non- controlling
	Shares		Amount		Capital		Earnings		Income/ (Loss)			Interest			Total			Shares		Amount		Capital		Earnings		Income			Interest			Total
			$		$		$		$			$			$					$		$		$		$			$			$

Balance at June 30, 2021		3,913		12,178		4,233		6,824		2,399			419			26,053			3,913		12,178		4,233		6,824		2,399			419			26,053
Stock option expenses		-		-		12		-		-			-			12			-		-		459		-		-			-			459
Net income		-		-		-		917		-			11			928
Net income / (loss)																			-		-		-		1,605		-			(25	)		1,580
Dividend declared by subsidiary																			-		-		-		-		-			(122	)		(122	)
Exercise of stock option																			116		429		-		-		-			-			429
Translation adjustment		-		-		-				(282	)		(7	)		(289	)		-		-		-		-		(7	)		(15	)		(22	)
Balance at Sept. 30, 2021		3,913		12,178		4,245		7,741		2,117			423			26,704
Balance at Mar. 31, 2022																			4,029		12,607		4,692		8,429		2,392			257			28,377

See notes to condensed consolidated financial statements.

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TRIO-TECH INTERNATIONAL AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(IN THOUSANDS)

	Three Months Ended						Nine Months Ended
	Sept. 30,			Sept. 30,			Mar. 31,			Mar. 31,
	2022			2021			2023			2022
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Cash Flow from Operating Activities
Net income/ (loss)	$	978		$	928
Adjustments to reconcile net income/(loss) to net cash flow provided by operating activities
Net income							$	1,597		$	1,580
Adjustments to reconcile net income to net cash flow provided by operating activities
Depreciation and amortization		882			709			3,641			2,263
Stock compensation								337			459
Addition of provision for obsolete inventories		(38	)		11			49			25
Stock option expense		32			12
Bad debt recovery		(17	)		(2	)
Accrued interest expense, net accrued interest income		43			16
Bad debt recovery, net of allowance charged								(15	)		(61	)
Accrued interest expense, net (accrued interest income)								(14	)		85
Payment of interest portion of finance lease		(3	)		(6	)		(8	)		(20	)
Gain on sale of property, plant and equipment - continuing operations		(15	)		-
Reversal of income tax provision								8			(18	)
Warranty recovery, net		2			-			3			-
Deferred tax expense		20			18
Deferred tax expenses / (benefit)								100			(7	)
Repayment of operating lease								(1,008	)		(801	)
Changes in operating assets and liabilities, net of acquisition effects
Trade accounts receivable		(886	)		(1,105	)		613			(2,214	)
Other receivables		56			(30	)		129			(688	)
Other assets		11			(52	)		-			134
Inventories		(1,341	)		(362	)		64			(233	)
Prepaid expenses and other current assets		537			(893	)		442			(312	)
Accounts payable and accrued expenses		1,469			68			(180	)		242
Income taxes payable		211			123			(271	)		145
Operating lease liabilities		(380	)		(146	)
Net Cash Provided by / (Used in) Operating Activities	$	1,561		$	(711	)
Other non-current liabilities								924			-
Net Cash Provided by Operating Activities							$	6,411		$	579

Cash Flow from Investing Activities
Withdrawal from unrestricted term deposits, net		2,486			664
Withdrawal from unrestricted term deposits								4,888			3,761
Investment in unrestricted term deposits								(4,990	)		(2,079	)
Additions to property, plant and equipment		(1,156	)		(438	)		(4,077	)		(1,144	)
Net Cash Provided by Investing Activities		1,330			226
Net Cash (Used in) / Provided by Investing Activities								(4,179	)		538

Cash Flow from Financing Activities
Payment on lines of credit		(938	)		(301	)		(1,402	)		(1,025	)
Payment of bank loans		(117	)		(107	)		(359	)		(322	)
Payment of finance leases		(36	)		(53	)
Payment of principal portion of finance leases								(92	)		(168	)
Dividends paid to non-controlling interest								-			(122	)
Proceeds from exercising stock options		19			-			19			429
Proceeds from lines of credit		483			478			580			1,463
Proceeds from bank loans		175			-			176			255
Net Cash (Used in) / Provided by Financing Activities		(414	)		17			(1,078	)		510

Effect of Changes in Exchange Rate		(793	)		(214	)		417			9

Net Increase / (Decrease) in Cash, Cash Equivalents, and Restricted Cash		1,684			(682	)
Net Increase in Cash, Cash Equivalents, and Restricted Cash								1,571			1,636
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period		9,376			7,577			9,376			7,577
Cash, Cash Equivalents, and Restricted Cash at End of Period	$	11,060		$	6,895		$	10,947		$	9,213

Supplementary Information of Cash Flows
Cash paid during the period for:
Interest	$	43		$	122		$	83		$	84
Income taxes	$	1		$	52		$	489		$	342

Reconciliation of Cash, Cash Equivalents, and Restricted Cash
Cash		9,428			5,173			8,430			7,478
Restricted Term-Deposits in Current Assets								755			-
Restricted Term-Deposits in Non-Current Assets		1,632			1,722			1,762			1,735
Total Cash, Cash Equivalents, and Restricted Cash Shown in Statements of Cash Flows	$	11,060		$	6,895		$	10,947		$	9,213

See notes to condensed consolidated financial statements.

~~Amounts included in restricted~~

Restricted deposits represent the amount of cash pledged to secure loans payable or trade financing granted by financial institutions, ~~and~~ serve as collateral for public utility agreements such as electricity and ~~water.~~water, and performance bonds related to customs duty payable. Restricted deposits are classified as current and non-current depending on whether they relate to long-term or short-term obligations. Restricted deposit of $755 is classified as current assets as it relates to short-term trade financing. On the other hand, restricted deposits of $1,762 is classified as non-current assets as they relate to long-term obligations and will become unrestricted only upon discharge of the obligations.

~~-5-~~

~~Table of Contents~~

TRIO-TECH INTERNATIONAL AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT EARNINGS PER SHARE AND NUMBER OF SHARES)

1. ORGANIZATION AND BASIS OF PRESENTATION

Trio-Tech International (the “Company”, or “TTI”) was incorporated in fiscal year ended June 30, 1958 under the laws of the State of California. TTI provides third-party semiconductor testing and burn-in services primarily through its laboratories in Southeast Asia. In addition, TTI operates testing facilities in the United States (“U.S.”). The Company also designs, develops, manufactures, and markets a broad range of equipment and systems used in the manufacturing and testing of semiconductor devices and electronic components. In the ~~first~~third quarter of the fiscal year ended June 30, 2023 (“Fiscal 2023”), TTI conducted business in four business segments: Manufacturing, Testing Services, Distribution and Real Estate. TTI has subsidiaries in the U.S., Singapore, Malaysia, Thailand, Indonesia, Ireland, and China as follows:

	Ownership	Location
Express Test Corporation (Dormant)	100%	Van Nuys, California
Trio-Tech Reliability Services (Dormant)	100%	Van Nuys, California
KTS Incorporated, dba Universal Systems (Dormant)	100%	Van Nuys, California
European Electronic Test Centre (Dormant)	100%	Dublin, Ireland
Trio-Tech International Pte. Ltd.	100%	Singapore
Universal (Far East) Pte. Ltd.*	100%	Singapore
Trio-Tech International (Thailand) Co. Ltd. *	100%	Bangkok, Thailand
Trio-Tech (Bangkok) Co. Ltd. *	100%	Bangkok, Thailand
Trio-Tech (Malaysia) Sdn. Bhd. ~~(55%~~ (55% owned by Trio-Tech International Pte. Ltd.)	55%	Penang and Selangor, Malaysia
Trio-Tech (Kuala Lumpur) Sdn. Bhd. (100% owned by Trio-Tech Malaysia Sdn. Bhd.)	55%	Selangor, Malaysia
~~(100%~~Prestal Enterprise Sdn. Bhd. (76% owned by Trio-Tech ~~Malaysia Sdn. Bhd.~~International Pte. Ltd.)
~~Prestal Enterprise Sdn. Bhd.~~	76%	Selangor, Malaysia
~~(76% owned by Trio-Tech International Pte. Ltd.)~~
Trio-Tech (SIP) Co., Ltd. *	100%	Suzhou, China
Trio-Tech (Chongqing) Co. Ltd. *	100%	Chongqing, China
SHI International Pte. Ltd. (Dormant) ~~(55%~~ (55% owned by Trio-Tech International Pte. Ltd)	55%	Singapore
PT SHI Indonesia (Dormant) ~~(100%~~ (100% owned by SHI International Pte. Ltd.)	52%	Batam, Indonesia
Trio-Tech (Tianjin) Co., Ltd. *	100%	Tianjin, China
Trio-Tech (Jiangsu) Co., Ltd. ~~(51%~~ (51% owned by Trio-Tech (SIP) Co., Ltd.)	51%	Suzhou, China

* 100% owned by Trio-Tech International Pte. Ltd.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. All significant intercompany accounts and transactions have been eliminated in consolidation. The unaudited condensed consolidated financial statements are presented in U.S. dollars unless otherwise stated. The accompanying condensed consolidated financial statements do not include all the information and footnotes required by GAAP for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's Annual Report for the fiscal year ended June 30, 2022 (“Fiscal 2022”). The Company’s operating results are presented based on the translation of foreign currencies using the respective quarter’s average exchange rate.

The results of operations for the ~~three~~nine months ended ~~September 30, 2022~~March 31, 2023 are not necessarily indicative of the results that may be expected for any other interim period or for the full year ending June 30, 2023.

- 6-

~~Table of Contents~~
Use of Estimates — The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Among the more significant estimates included in these consolidated financial statements are the estimated allowance for doubtful account receivables, reserve for obsolete inventory, impairments, provision of income tax, stock options and the deferred income tax asset allowance. Actual results could materially differ from those estimates.

9
Significant Accounting Policies. There have been no material changes to our significant accounting policies summarized in Note 1 “Basis of Presentation and Summary of Significant Accounting Policies” to our consolidated Financial Statements included in our Annual Report on Form 10-K for Fiscal 2022.

2.    NEW ACCOUNTING PRONOUNCEMENTS

In March 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-02 updating Accounting Standards Codification (“ASC”) Topic 326: Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings (“TDR") and Vintage Disclosures (“ASU 2022-02”), which require that an entity disclose current-period gross write-offs by year of origination for financing receivables and net investment in leases within the scope of Subtopic 326-20. The Company has completed its assessment and concluded that ASU 2022-02 has no significant impact to the Company’s consolidated financial statements.

In November 2021, FASB issued ASU 2021-10 ASC Topic 832: Government Assistance (“Topic 832”): Disclosures by Business Entities about Government Assistance (“ASU 2021-10”), which expected to increase transparency in financial reporting by requiring business entities to disclose information about certain types of government assistance received. ASU 2021-10 is effective for financial statements issued for annual periods beginning after December 15, 2021 for all entities except not-for-profit entities and employee benefit plans within the scope of Topics 960, 962, and 965 on plan accounting. The Company has completed its assessment and concluded that ASU 2021-10 is applicable to the Company as the Company received government grants. The Company will make the necessary disclosures in the financial statements for Fiscal 2023.

In ~~March 2020,~~ ~~FASB issued ASU~~ ~~2020~~-~~04,~~ ~~updating ASC Topic~~ ~~848:~~~~Reference Rate Reform~~ ~~(“Topic~~ ~~848”~~)~~: Facilitation of the Effects of Reference Rate Reform on Financial Reporting~~ ~~(“ASU~~ ~~2020~~-~~04”~~), which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by the discontinuation of the London Interbank Offered Rate (“LIBOR”) or by another reference rate expected to be discontinued. ASU ~~2020~~-04 ~~is effective for all entities as of~~ ~~March 12, 2020,~~ ~~and the Company~~ ~~may~~ ~~elect to apply ASU~~ ~~2020~~-04 ~~prospectively through~~ ~~December 31, 2022.~~ ~~The Company has completed its assessment and concluded that ASU~~ ~~2020~~-04 ~~has~~ no ~~significant impact to the Company’s consolidated financial statements.~~
In June 2016, FASB issued ASU 2016-13 ASC Topic 326, Financial Instruments — Credit Losses (“Topic 326”) (“ASU 2016-13”) for the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses. Topic 326 is effective for the Company for annual periods beginning after December 15, 2022. The Company has completed its assessment and concluded that ASU 2016-03 has no significant impact to the Company’s consolidated financial statements.

Other new pronouncements issued but not yet effective until after ~~September 30, 2022,~~March 31, 2023, are not expected to have a significant effect on the Company’s consolidated financial position or results of operations.

- 7-

~~Table of Contents~~

3.   TERM DEPOSITS

Sept. 30,

June 30,

Mar. 31,

Jun. 30,

2022

2022

2023

2022

(Unaudited)

(Unaudited)

Short-term deposits
$ 2,941 $ 5,619 $ 5,669 $ 5,619
Currency translation effect on short-term deposits
(112 ) (199 ) 34 (199
)
Total short-term deposits
2,829 5,420 5,703 5,420
Restricted term deposits
1,680 1,746
Restricted term deposits - Current
748 -
Currency translation effect on restricted term deposits
(48 ) (68 ) 7 -
Total restricted term deposits
1,632 1,678
Total restricted term deposits - Current
755 -
Restricted term deposits - Non-Current
1,749 1,746
Currency translation effect on restricted term deposits
13 (68
)
Total restricted term deposits - Non-Current
1,762 1,678
Total term deposits
$ 4,461 $ 7,098 $ 8,220 $ 7,098

Restricted deposits represent the amount of cash pledged to secure loans payable toor trade financing granted by financial institutions and serve as collateral for public utility agreements such as electricity and water, and performance bonds related to customs duty payable. Restricted deposits are classified as ~~noncurrent~~current and non-current depending on whether they relate to long-term or short-term obligations. Restricted deposit of $755 is classified as current assets as it relates to short-term trade financing. On the other hand, restricted deposits of $1,762 is classified as non-current assets as they relate to long-term obligations and will become unrestricted only upon discharge of the obligations. Short-term deposits represent bank deposits, which do not qualify as cash equivalents.

10

4.   TRADE ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS

Accounts receivable are customer obligations due under normal trade terms. The Company performs continuing credit evaluations of its customers’ financial conditions, and although management generally does not require collateral, letters of credit may be required from the customers in certain circumstances.

Senior management reviews accounts receivable on a periodic basis to determine if any receivables will potentially be uncollectible. Management includes any accounts receivable balances that are determined to be uncollectible in the allowance for doubtful accounts. After all reasonable attempts to collect a receivable have failed, the receivable is written off against the allowance. Based on the information available, management believed the allowance for doubtful accounts as of ~~September 30, 2022,~~March 31, 2023, and June 30, 2022, was adequate.

The following table represents the changes in the allowance for doubtful accounts:

Sept. 30,

June 30,

2022

2022

(Unaudited)

Beginning
$ 243 $ 311
Additions charged to expenses
- 48
Recovered
(17 ) (106 )
Currency translation effect
(11 ) (10 )
Ending
$ 215 $ 243

- 8-

~~Table of Contents~~

Mar. 31,

Jun. 30,

2023

2022

(Unaudited)

Beginning
$ 243 $ 311
Additions charged to expenses
2 48
Recovered
(15 ) (106
)
Currency translation effect
(7 ) (10
)
Ending
$ 223 $ 243

5.   LOANS RECEIVABLE FROM PROPERTY DEVELOPMENT PROJECTS

The following table presents Trio-Tech (Chongqing) Co. Ltd (“TTCQ”)’s loan receivables from property development projects in China as of ~~September 30, 2022.~~March 31, 2023.

Loan Expiry

Loan Amount

Loan Amount
Loan Expiry

Loan Amount

Loan Amount

Date

(RMB)

(U.S. Dollars)
Date

(RMB)

(U.S. Dollars)

Short-term loan receivables

JiangHuai (Project – Yu Jin Jiang An)
May 31, 2013

2,000

281
May 31, 2013
2,000 291
Less: allowance for doubtful receivables

(2,000)

(281)
(2,000
)
(291 )
Net loan receivables from property development projects

-

-
- -

Long-term loan receivables

Jun Zhou Zhi Ye
Oct 31, 2016

5,000

702
Oct 31, 2016
5,000 728
Less: transfer – down-payment for purchase of investment property

(5,000)

(702)
(5,000
)
(728 )
Net loan receivables from property development projects

-

-
- -

The short-term loan receivables amounting to renminbi (“RMB”) 2,000, or approximately ~~$281~~$291 arose due to TTCQ entering into a Memorandum Agreement with JiangHuai Property Development Co. Ltd. (“JiangHuai”) to invest in their property development projects (Project - Yu Jin Jiang An) located in Chongqing City, China ~~in the fiscal~~during year ended June 30, ~~2011 (~~2011. ~~“Fiscal~~ ~~2011”~~~~). Based on TTI’s financial policy, a provision for doubtful receivables of $281 on the investment in JiangHuai was recorded during the fiscal year ended~~ ~~June 30, 2014 (~~~~“Fiscal~~ ~~2014”~~). TTCQ did not generate other income from JiangHuai for the quarter ended ~~September 30, 2022~~March 31, 2023 or for Fiscal ~~2022.~~2023. TTCQ is in the legal process of recovering the outstanding amount of approximately ~~$281.~~$291.

The long-term loan amounting to RMB 5,000, or approximately ~~$702,~~$728, arose ~~due to~~from TTCQ entering into a Memorandum Agreement with JiaSheng Property Development Co. Ltd. (“JiaSheng”) to invest in ~~their property development~~JiaSheng’s projects (Project B-48 Phase 2) located in Chongqing City, China ~~in Fiscal~~during the year ended June 30, 2011.The ~~amount~~loan receivable was unsecured and repayable at the end of the term. During the ~~fiscal~~ year ended June 30, 2015, the loan receivable was transferred to down payment for purchase of investment property that is being developed in the Singapore Themed Resort Project (See Note 8).

6.  INVENTORIES

Inventories consisted of the following:

Sept. 30, 2022

June 30, 2022

(Unaudited)

Raw materials
$ 1,269 $ 1,764
Work in progress
2,211 683
Finished goods
793 238
Less: provision for obsolete inventories
(625 ) (674 )
Currency translation effect
(100 ) 247
$ 3,548 $ 2,258

Mar. 31,
2023

Jun. 30,
2022

(Unaudited)

Raw materials
$ 1,356 $ 1,764
Work in progress
836 683
Finished goods
727 238
Less: provision for obsolete inventories
(743 ) (674
)
Currency translation effect
148 247
$ 2,324 $ 2,258
11
The following table represents the changes in provision for obsolete inventories:

Sept. 30, 2022

June 30, 2022

(Unaudited)

Beginning
$ 674 $ 679
Additions charged to expenses
- 17
Usage – disposition
(38 ) (34 )
Currency translation effect
(11 ) 12
Ending
$ 625 $ 674

- 9-

~~Table of Contents~~

Mar. 31,
2023

Jun. 30,
2022

(Unaudited)

Beginning
$ 674 $ 679
Additions charged to expenses
60 17
Usage – disposition
(11 ) (34
)
Currency translation effect
20 12
Ending
$ 743 $ 674

7.   INVESTMENT PROPERTIES

The following table presents the Company’s investment in properties in China as of ~~September 30, 2022.~~March 31, 2023. The exchange rate is based on the market rate as of ~~September 30, 2022.~~March 31, 2023.

Investment Date / Reclassification

Investment

Investment Amount

Investment Date /
Reclassification

Investment
Amount

Investment
Amount

Date

Amount (RMB)

(U.S. Dollars)

Date

(RMB)

(U.S. Dollars)

Purchase of rental property – Property I – MaoYe Property
Jan 04, 2008
5,554 894
Jan 04, 2008
5,554 894
Currency translation
Currency translation
- (87 ) - (87
)
Reclassification as “Assets held for sale”
July 01, 2018
(5,554 ) (807 )
July 01, 2018
(5,554
)
(807
)
Reclassification from “Assets held for sale”
Mar 31, 2019
2,024 301
Mar 31, 2019
2,024 301
2,024 301 2,024 301
Purchase of rental property – Property II - JiangHuai
Jan 06, 2010
3,600 580
Jan 06, 2010
3,600 580
Purchase of rental property – Property III - FuLi
Apr 08, 2010
4,025 648
Apr 08, 2010
4,025 648
Currency translation - (175 ) - (125
)
Gross investment in rental property
Gross investment in rental property
9,649 1,354 9,649 1,404

Accumulated depreciation on rental property
Sep 30, 2022
(7,643 ) (1,088 )
Mar 31, 2023
(7,884
)
(1,153
)
Reclassified as “Assets held for sale”- MaoYe Property
July 01, 2018
2,822 410
July 01, 2018
2,822 410
Reclassification from “Assets held for sale”- MaoYe Property
Mar 31, 2019
(1,029 ) (143 )
Mar 31, 2019
(1,029
)
(143
)
(5,850 ) (821 ) (6,091
)
(886
)
Net investment in property – China
Net investment in property – China
3,799 533 3,558 517

The following table presents the Company’s investment in properties in China as of June 30, 2022. The exchange rate is based on the market rate as of June 30, 2022.

Investment
Date /
Reclassification

Investment

Investment Amount

Investment Date /
Reclassification

Investment
Amount

Investment
Amount

Date

Amount (RMB)

(U.S. Dollars)

Date

(RMB)

(U.S. Dollars)

Purchase of rental property – Property I – MaoYe Property

Jan 04, 2008
5,554 894
Purchase of rental property – Property I – MaoYe Property
Jan 04, 2008
5,554 894
Currency translation
- (87 )
Currency translation
- (87
)
Reclassification as “Assets held for sale”

July 01, 2018
(5,554 ) (807 )
Reclassification as “Assets held for sale”
July 01, 2018
(5,554
)
(807
)
Reclassification from “Assets held for sale”

Mar 31, 2019
2,024 301
Reclassification from “Assets held for sale”
Mar 31, 2019
2,024 301
2,024 301 2,024 301
Purchase of rental property – Property II - JiangHuai

Jan 06, 2010
3,600 580
Purchase of rental property – Property II - JiangHuai
Jan 06, 2010
3,600 580
Purchase of rental property – Property III - FuLi

Apr 08, 2010
4,025 648
Purchase of rental property – Property III - FuLi
Apr 08, 2010
4,025 648
Currency translation - (89 )
Currency translation
- (89
)
Gross investment in rental property
9,649 1,440
Gross investment in rental property
9,649 1,440

Accumulated depreciation on rental property

Jun 30, 2022
(7,523 ) (1,122 )
Accumulated depreciation on rental property
Jun 30, 2022
(7,523
)
(1,122
)
Reclassified as “Assets held for sale”- MaoYe Property

July 01, 2018
2,822 410
Reclassified as “Assets held for sale”- MaoYe Property
July 01, 2018 2,822 410
Reclassification from “Assets held for sale”- MaoYe Property

Mar 31, 2019
(1,029 ) (143 )
Reclassification from “Assets held for sale”- MaoYe Property
Mar 31, 2019 (1,029
)
(143
)
(5,730 ) (855 ) (5,730
)
(855
)
Net investment in property – China
3,919 585
Net investment in property – China
3,919 585

-
1012-
~~Table of Contents~~

Rental Property I - MaoYe Property

In the fiscal year ended June 30, 2008, TTCQ purchased an office in Chongqing, China from MaoYe Property Ltd. (“MaoYe”) for a total cash purchase price of RMB 5,554, or approximately $894. During the year ended June 30, 2019, the Company sold thirteen of the fifteen units constituting the MaoYe Property. Management has decided not to sell the remaining two units of MaoYe properties in the near future, due to current conditions of the property market in China. A new ~~lease~~tenancy agreement ~~was entered into on~~has been secured for the property during the quarter and will be effective from February ~~10, 2022~~1, 2023 for a period of 4 years at a monthly rate of ~~RMB14,~~RMB15, or approximately ~~$2, after termination of the previous agreement.~~$2. Pursuant to the agreement, monthly rental will increase by 5% each ~~year.~~year from the third year onwards.

Property purchased from MaoYe generated a rental income of $6$nil and $8 during the three and ninemonths ended ~~September 30, 2022,~~March 31, 2023, as compared to $2$nil and $4 for the same period in Fiscal 2022.

Depreciation expense for MaoYe was $4 ~~for~~and $12 during the three and ninemonths ended ~~September 30, 2022,~~March 31, 2023, as compared to $4 and $12 for the same period in Fiscal 2022.

Rental Property II - JiangHuai

During the year ended June 30, 2010 (“Fiscal 2010”), TTCQ purchased eight units of commercial property in Chongqing, China from Chongqing JiangHuai Real Estate Development Co. Ltd. (“JiangHuai”) for a total purchase price of RMB 3,600, or approximately $580. As of ~~June 30, 2022,~~March 31, 2023, TTCQ had not received the title deed for properties purchased from JiangHuai. While the above is not expected to affect the property’s market value, the COVID-19 pandemic and current economic situation it is likely to cause delays in court to consummate the execution of the sale.

Property purchased from JiangHuai did not generate any rental income for the three and ninemonths ended ~~September 30, 2022~~March 31, 2023 and ~~2021.~~2022.

Depreciation expense for JiangHuai was $7 ~~for~~and $20 during the three and ninemonths ended ~~September 30, 2022,~~March 31, 2023, as compared to $7 and $21 for the same period in ~~last~~ Fiscal 2022.

Rental Property III – FuLi

In Fiscal 2010, TTCQ entered into a Memorandum Agreement with Chongqing FuLi Real Estate Development Co. Ltd. (“FuLi”) to purchase two commercial properties totaling 311.99 square meters (“Office Space”) located in Jiang Bei District Chongqing. The total purchase price committed and paid was RMB 4,025, or approximately $648. The development was completed, the property was transferred to TTCQ in April 2013 and the title deed was received during the third quarter of Fiscal 2014.

~~One~~In August 2022, TTCQ signed a new tenancy agreement for one of the two commercial properties ~~was leased from TTCQ by~~for a period of ~~third~~1 ~~party under a~~ ~~two-year lease to rent out the 154.49 square meter space~~year at a monthly rate of ~~RMB9,~~RMB6, or approximately ~~$1, commencing from~~ ~~May 21, 2021,~~ to ~~May 23, 2023.~~ ~~This agreement was prematurely terminated in~~ ~~May 2022.~~ ~~As of mid~~ ~~August 2022,~~ ~~TTCQ had found a new tenant for this unit for a period of~~ 1 ~~year.~~
$1. TTCQ is actively searching for tenants to occupy the ~~one~~other commercial ~~properties,~~property, which is vacant as of the date of this Report.

Properties purchased from FuLi generated a rental income of ~~$2 for~~$3 and $7 during the three and ninemonths ended ~~September 30, 2022,~~March 31, 2023, as compared to $9$4 and $19 for the same period in Fiscal 2022.

Depreciation expense for FuLi was $7 ~~for~~and $22 during the three and ninemonths ended ~~September 30, 2022,~~March 31, 2023, as compared to $8 and $23 for the same period in Fiscal 2022.

Summary

Total rental income for all investment properties in China was ~~$8 for~~$3 and $15 during the three and ninemonths ended ~~September 30, 2022,~~March 31, 2023, as compared to ~~$11~~$4 and $23 for the same period in Fiscal 2022.

Depreciation expenses for all investment properties in China were $18 ~~for~~and $54 during the three and ninemonths ended ~~September 30, 2022,~~March 31, 2023, as compared to $19 and $54 for the same period in Fiscal 2022.

-
1113-
~~Table of Contents~~

8.   OTHER ASSETS

Other assets consisted of the following:

Sept. 30,

June 30,

2022

2022

(Unaudited)

Down payment for purchase of investment properties *
$ - $ -
Down payment for purchase of property, plant and equipment
- -
Deposits for rental and utilities and others
136 142
Currency translation effect
(15 ) (5 )
Total
$ 121 $ 137

Mar. 31,

Jun. 30,

2023

2022

(Unaudited)

Down payment for purchase of investment properties *
$ - $ -
Deposits for rental and utilities and others
243 142
Currency translation effect
(11 ) (5
)
Total
$ 232 $ 137

*Down payment for purchase of investment properties included:

2022

RMB

U.S. Dollars

RMB

U.S. Dollars

Original Investment (10% of Junzhou equity)
$ 10,000 $ 1,606 $ 10,000 $ 1,606
Less: Management Fee
(5,000 ) (803 ) (5,000
)
(803
)
Net Investment
5,000 803 5,000 803
Less: Share of Loss on Joint Venture
(137 ) (22 ) (137
)
(22
)
Net Investment as Down Payment (Note *a)
4,863 781 4,863 781
Loans Receivable
5,000 814 5,000 728
Interest Receivable
1,250 200 1,250 182
Less: Impairment of Interest
(906 ) (150 ) (906
)
(132
)
Transferred to Down Payment (Note *b)
5,344 864 5,344 778
* Down Payment for Purchase of Investment Properties
10,207 1,645 10,207 1,486
Less: Effect of foreign currency exchange - (65 )
Add: Effect of foreign currency exchange
- 94
Less: Provision of Impairment loss on other assets
(10,207 ) (1,580 ) (10,207
)
(1,580
)
* Down Payment for Purchase of Investment Properties
$ - $ - $ - $ -

a)
In Fiscal 2011, the Company signed a Joint Venture agreement (the “Agreement”) with Jia Sheng Property Development Co. Ltd. (the “Developer”) to form a new company, Junzhou Co. Limited (“Joint Venture” or “Junzhou”), to jointly develop the “Singapore Themed Park” project (the “Project”). The Company paid ~~RMB10~~RMB10,000 ~~million~~ for the 10% investment in the Joint Venture. The Developer paid the Company a management fee of RMB ~~5 million~~5,000 in cash upon signing of the Agreement, with a remaining fee of RMB 5 ~~million~~5,000 payable upon fulfilment of certain conditions in accordance with the Agreement. The Company further reduced its investment by RMB 137, or approximately $22, through the losses from operations incurred by the Joint Venture.

In Fiscal 2014, the Company disposed of its entire 10% interest in the Joint Venture but, to date, has not received payment in ~~full therefor.~~full. The Company recognized a disposal based on the recorded net book value of RMB ~~5 million,~~5,000, or equivalent to ~~$803K,~~$803, from net considerations paid, in accordance with GAAP under ASC Topic 845 Non-monetary Consideration. It is presented under “Other Assets” as ~~noncurrent~~non-current assets to defer the recognition of the gain on the disposal of the 10% interest in the Joint Venture investment until such time that the consideration is paid, so the gain can be ascertained.

b)
Amounts of RMB 5,000, or approximately ~~$814,~~$728, as disclosed in Note 7,5, plus the interest receivable on long-term loan receivable of RMB 1,250, or approximately ~~$200,~~$182, and impairment on interest of RMB 906, or approximately ~~$150.~~$132.

The shop lots are to be delivered to TTCQ upon completion of the construction of the shop lots in ~~Singapore Themed Resort~~the Project. The initial targeted date of completion was in the fiscal year ended June 30, 2017. However, the progress has been delayed as the developer is currently undergoing asset reorganization process, to re-negotiate with their creditors to complete the project.

During the fourth quarter of Fiscal 2021, the Company accrued an impairment charge of $1,580 related to the doubtful recovery of the down payment on property in the ~~Singapore Theme Resort~~ Project in ~~Chongging,~~Chongqing, China. The Company ~~elected to take this~~recorded a non-cash impairment charge due to increased uncertainties regarding the project’s viability, given the developers weakening financial condition as well as uncertainties arising from the negative real-estate environment in China, implementation of control measures on real-estate lending in China and its relevant government policies, together with effects of the ongoing pandemic. The local court is verifying the documents due to the sizable number of creditors as of ~~September 30, 2022.~~March 31, 2023.

- 12-

~~Table of Contents~~

9. LINES OF CREDIT

Carrying value of the Company’s lines of credit approximates its fair value because the interest rates associated with the lines of credit are adjustable in accordance with market situations when the Company borrowed funds with similar terms and remaining maturities.

The Company’s credit rating provides it with ready and adequate access to funds in global markets.

As of ~~September 30, 2022,~~March 31, 2023, the Company had certain lines of credit that are collateralized by restricted deposits.

Entity with

Type of

Interest

Credit

Unused

Type of

Interest

Credit

Unused

Facility

Facility

Rate

Limitation

Credit

Facility

Rate

Limitation

Credit

Trio-Tech International Pte. Ltd., Singapore

Lines of Credit

Ranging from 1.85% to 5.5%

$
4,397

$
4,397

Lines of Credit

Ranging from 1.85%
to 5.5% $ 3,991 $ 3,781
Universal (Far East) Pte. Ltd.

Lines of Credit

Ranging from 1.85% to 5.5%

$
1,047

$
565

Lines of Credit

Ranging from 1.85%
to 5.5% $ 1,883 $ 1,486
Trio-Tech Malaysia Sdn. Bhd.

Revolving credit

Cost of Funds Rate +2%

$
327

$
327

Revolving credit Bank guarantee

Cost of Funds Rate +2% 0.15% per month
$ 485 $ 341

14
As of June 30, 2022, the Company had certain lines of credit that are collateralized by restricted deposits.

Entity with

Type of

Interest

Credit

Unused

Type of

Interest

Credit

Unused

Facility

Facility

Rate

Limitation

Credit

Facility

Rate

Limitation

Credit

Trio-Tech International Pte. Ltd., Singapore

Lines of Credit

Ranging from 1.85% to 5.5%

$
4,090

$
3,651

Lines of Credit

Ranging from 1.85%
to 5.5% $ 4,090 $ 3,651
Universal (Far East) Pte. Ltd.

Lines of Credit

Ranging from 1.85% to 5.5%

$
1,076

$
586

Lines of Credit

Ranging from 1.85%
to 5.5% $ 1,076 $ 586
Trio-Tech Malaysia Sdn. Bhd.

Revolving credit

Cost of Funds Rate +2%

$
338

$
338

Revolving credit

Cost of Funds Rate +2%
$ 338 $ 338

10.  ACCRUED EXPENSE

Accrued expense consisted of the following:

Sept. 30,

June 30,

2022

2022

(Unaudited)

Payroll and related costs
$ 2,469 $ 2,158
Commissions
133 116
Customer deposits
9 10
Legal and audit
346 320
Sales tax
76 531
Utilities
215 273
Warranty
18 16
Accrued purchase of materials and property, plant and equipment
456 905
Provision for reinstatement
298 308
Deferred income
49 55
Contract liabilities
1,218 933
Other accrued expense
829 571
Currency translation effect
63 (192 )
Total
$ 6,179 $ 6,004

Mar. 31,

Jun. 30,

2023

2022

(Unaudited)

Payroll and related costs
$ 1,850 $ 2,158
Commissions
158 116
Legal and audit
293 320
Sales tax
156 531
Utilities
200 273
Warranty
24 16
Accrued purchase of materials and property, plant and equipment
1,694 905
Provision for reinstatement
298 308
Contract liabilities
1,501 988
Other accrued expense
216 581
Currency translation effect
180 (192
)
Total
$ 6,570 $ 6,004

- 13-

~~Table of Contents~~

11.   WARRANTY ACCRUAL

The Company provides for the estimated costs that may be incurred under its warranty program at the time the sale is recorded.  The warranty period of the products manufactured by the Company is generally one year or the warranty period agreed upon with the customer.  The Company estimates the warranty costs based on the historical rates of warranty returns. The Company periodically assesses the adequacy of its recorded warranty liability and adjusts the amounts as necessary.

Sept. 30,

June 30,

Mar. 31,

Jun. 30,

2022

2022

2023

2022

(Unaudited)

(Unaudited)

Beginning
$ 16 $ 14 $ 16 $ 14
Additions charged to cost and expense
1 7 27 7
Reversal
(1 ) (4 )
Utilisation / Reversal
(20 ) (4
)
Currency translation effect
2 (1 ) 1 -1

Ending
$ 18 $ 16 $ 24 $ 16

15

12.   BANK LOANS PAYABLE

Bank loans payable consisted of the following:

Sept. 30,

June 30,

2022

2022

(Unaudited)

Note payable denominated in the Malaysian Ringgit for expansion plans in Malaysia, maturing in April 2028, bearing interest at the bank’s prime rate less 2.00% (3.6% and 3.791% at September 30, 2022 and June 30, 2022) per annum, with monthly payments of principal plus interest through August 2028, collateralized by the acquired building with a carrying value of $2,375 and $2,372, as at September 30, 2022 and June 30, 2022, respectively.
$ 1,254 $ 1,392
Financing arrangement at fixed interest rate 3.2% per annum, with monthly payments of principal plus interest through July 2025.
114 128
Financing arrangement at fixed interest rate 3.0% per annum, with monthly payments of principal plus interest through December 2026.
206 224
Financing arrangement at fixed interest rate 3.0% per annum, with monthly payments of principal plus interest through August 2027.
168 -
Total bank loans payable
$ 1,742 $ 1,744

Current portion of bank loans payable
508 503
Currency translation effect on current portion of bank loans
(17 ) (31 )
Current portion of bank loans payable
491 472
Long-term portion of bank loans payable
1,295 1,357
Currency translation effect on long-term portion of bank loans
(44 ) (85 )
Long-term portion of bank loans payable
$ 1,251 1,272

- 14-

~~Table of Contents~~
~~Future minimum payments (excluding interest) as at~~ ~~September 30, 2022,~~ ~~were as follows:~~
Remainder of Fiscal 2023
$ 367
2024
497
2025
270
2026
242
2027
221
Thereafter
145
Total obligations and commitments
$ 1,742

Mar. 31,

Jun. 30,

2023

2022

(Unaudited)

Note payable denominated in the Malaysian Ringgit for expansion plans in Malaysia, maturing in August 2028, bearing interest at the bank’s prime rate less 2% (4.6% and 3.791% at March 31, 2023 and June 30, 2022) per annum, with monthly payments of principal plus interest through August 2028, collateralized by the acquired building with a carrying value of $2,355 and $2,372 as at March 31, 2023 and June 30, 2022.
$ 1,117 $ 1,392
Financing arrangement at fixed interest rate 3.2% per annum, with monthly payments of principal plus interest through July 2025.
99 128
Financing arrangement at fixed interest rate 3.0% per annum, with monthly payments of principal plus interest through December 2026.
191 224
Financing arrangement at fixed interest rate 3.0% per annum, with monthly payments of principal plus interest through August 2027.
160 -
Total bank loans payable
$ 1,567 $ 1,744

Current portion of bank loans payable
517 503
Currency translation effect on current portion of bank loans
(4 ) (31
)
Current portion of bank loans payable
513 472
Long-term portion of bank loans payable
1,059 1,357
Currency translation effect on long-term portion of bank loans
(5 ) (85
)
Long-term portion of bank loans payable
$ 1,054 1,272

Future minimum payments (excluding interest) as atof March 31, 2023, were as follows:
Remainder of Fiscal 2023
$ 126
2024
509
2025
280
2026
247
2027
228
Thereafter
177
Total obligations and commitments
$ 1,567
Future minimum payments (excluding interest) as of June 30, 2022, were as follows:

2023
$ 472
2024
481
2025
246
2026
214
2027
190
Thereafter
141
Total obligations and commitments
$ 1,744

13.   COMMITMENTS AND CONTINGENCIES

Deposits with banks are not fully insured by the local government or agency and are consequently exposed to risk of loss. The Company ~~had capital commitments in China for~~believes that the ~~purchase~~probability of ~~equipment and other related infrastructure costs amounting~~bank failure, causing loss to ~~RMB17,203,~~ ~~or approximately $2,415 as of~~ ~~September 30, 2022.~~ ~~These commitments are primarily due within~~ the ~~next~~ 24 ~~months.~~Company, is remote.

The Company is, from time to time, the subject of litigation claims and assessments arising out of matters occurring in its normal business operations. In the opinion of management, resolution of these matters will not have a material adverse effect on the Company’s financial statements.

14.   BUSINESS SEGMENTS

The Company operated in four segments; the testing service industry (which performs structural and electronic tests of semiconductor devices), the designing and manufacturing of equipment (assembly of equipment that tests the structural integrity of integrated circuits and other products), distribution of various products from other manufacturers in Singapore and Asia and the real estate segment in China.

The cost of equipment, current year investment in new equipment and depreciation expense are allocated into respective segments based on primary purpose for which the equipment was acquired.

All intersegment sales were sales from the manufacturing segment to the testing and distribution segment. Total intersegment sales were ~~$554~~$64 and ~~$588~~$733 for the 3three and nine months endedMarch 31, 2023, ~~September 30, 2022,~~ as compared to $232 and $1,052 for the same period in fiscal ~~September 30, 2021~~ 2022.~~respectively.~~ Corporate assets consisted primarily of cash and prepaid ~~expense.~~expenses. Corporate ~~expense~~expenses consisted primarily of stock option expense, salaries, insurance, professional expenses and directors' fees. Corporate expenses are allocated to the four segments on a predetermined fixed amount calculated based on the annual budgeted sales, except the Malaysia operation, which is calculated based on actual sales. The following segment information table includes segment operating income or loss after including corporate expenses allocated to the segments, which gets eliminated in the consolidation.

- 1516-
~~Table of Contents~~

The following segment Information is unaudited for the nine months ended March 31, 2023, and March 31, 2022:
Business Segment Information:

Nine Months

Operating

Ended

Income /

Total

Depr. And

Capital

Mar. 31,

Revenue

(Loss)

Assets

Amort.

Expenditures

Manufacturing
2023
$ 11,592 $ 373 $ 15,056 $ 365 $ 18

2022
$ 10,187 $ 108 $ 14,204 $ 318 $ 103

Testing Services
2023
17,709 1,445 26,522 3,218 4,033

2022
13,983 999 24,030 1,884 1,040

Distribution
2023
4,855 633 1,283 - -

2022
8,038 1,107 1,601 - -

Real Estate
2023
15 (76
)
1,872 58 -

2022
23 (86
)
1,730 61 1

Corporate & Unallocated
2023
- (276
)
641 - 26

2022
- (632
)
238 - -

Total Company
2023
$ 34,171 $ 2,099 $ 45,374 $ 3,641 $ 4,077

2022
$ 32,231 $ 1,496 $ 41,803 $ 2,263 $ 1,144
The following segment Information is unaudited for the three months ended ~~September 30, 2022,~~March 31, 2023, and ~~September 30, 2021:~~March 31, 2022:

Business Segment Information:

Three Months

Three Months

Operating

Ended

Net

Operating

Total

Depr. And

Capital

Ended

Income /

Total

Depr. And

Capital

Sept. 30,

Revenue

Income / (Loss)

Assets

Amort.

Expenditures

Mar. 31,

Revenue

(Loss)

Assets

Amort.

Expenditures

Manufacturing
2022
$ 3,585 $ 176 $ 12,791 $ 97 $ -
2023
$ 2,963 $ (104
)
$ 15,056 $ 135 $ 3

2021
$ 3,562 $ 300 $ 18,558 $ 103 $ 60
2022
$ 3,097 $ (145
)
$ 14,204 $ 110 $ 8

Testing Services
2022
6,364 1,087 27,770 767 1,156
2023
5,697 37 26,522 1,343 66

2021
4,600 536 18,363 585 377
2022
4,417 (124
)
24,030 633 341

Distribution
2022
1,982 265 1,603 - -
2023
1,179 151 1,283 - -

2021
1,998 254 1,288 2 -
2022
3,620 576 1,601 (2
)
-

Real Estate
2022
8 (14 ) 1,490 18 -
2023
3 (34
)
1,872 20 -

2021
11 (23 ) 1,588 19 1
2022
4 (35
)
1,730 20 -

Corporate & Unallocated
2022
- (447 ) 151 - -
2023
- (87
)
641 - 14

2021
- (97 ) 314 - -
2022
- (402
)
238 - -

Total Company
2022
$ 11,939 $ 1,067 $ 43,805 $ 882 $ 1,156
2023
$ 9,842 $ (37
)
$ 45,374 $ 1,498 $ 83

2021
$ 10,171 $ 970 $ 40,111 $ 709 $ 438
2022
$ 11,138 (130
)
41,803 761 349

15. OTHER INCOME

Other income consisted of the following:

Three Months Ended

September 30,

2022

2021

(Unaudited)

(Unaudited)

Interest income
$ 18 $ 22
Other rental income
27 29
Exchange gain
70 34
Bad debt recovery
- 2
Government grant
21 70
Other miscellaneous income
43 4
Total
$ 179 $ 161

Three Months Ended

Nine Months Ended

Mar. 31,

Mar. 31,

Mar. 31,

Mar. 31,

2023

2022

2023

2022

Unaudited

Unaudited

Unaudited

Unaudited

Interest income
$ 49 $ 13 $ 104 $ 51
Other rental income
30 30 85 88
Exchange gain / (loss)
(47 ) (9
)
(326 ) (13
)
Bad debt recovery
- - - 104
Commission income
- - - 200
Government grant
83 62 108 160
Other miscellaneous income
8 31 88 79
Total
$ 123 $ 127 $ 59 $ 669
17

16.  INCOME TAX

The Company is subject to income taxes in the U.S. and numerous foreign jurisdictions. Significant judgment is required in determining the provision for income taxes and income tax assets and liabilities, including evaluating uncertainties in the application of accounting principles and complex tax laws. The statute of limitations, in general, is open for years 2016 to 2022 for tax authorities in those jurisdictions to audit or examine income tax returns. The Company is under annual review by the tax authorities of the respective jurisdiction to which the subsidiaries belong.

Due to the enactment of the Tax Act, the Company is subject to a tax on global intangible low-taxed income (“GILTI”).  GILTI is a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations. Companies subject to GILTI have the option to account for the GILTI tax as a period cost if and when incurred, or to recognize deferred taxes for temporary differences including outside basis differences expected to reverse as GILTI. The Company has elected to account for GILTI as a period cost. GILTI expense was ~~$43~~$Nil and ~~$23~~$83 for three and nine months ended March 31, 2023, as compared to $Nil for the same period ~~ended~~in fiscal ~~September 30, 2022,~~ 2022.~~and~~ ~~2021,~~ ~~respectively.~~

The Company's income tax expense was ~~$225~~$8 and $474 for ~~the~~ three and nine months ended ~~September 30, 2022,~~March 31, 2023, as compared to ~~$180~~$170 and $503 for the same period in Fiscal 2022. Our effective tax rate (“ETR”) from continuing operations was ~~19%~~14% and ~~16%~~500% for the quarters ended ~~September 30, 2022~~March 31, 2023 and ~~September 30, 2021,~~March 31, 2022, respectively. The ~~increase~~decrease in income tax expense and effective tax rate was due to the following:

1.
~~The Singapore operations incurred higher income~~A $81 reduction relating to GILTI tax ~~due~~provisions pursuant to ~~higher income generated in period ended~~final tax filings for Fiscal ~~September~~ 2022.~~30,2022~~ ~~compared to same period last fiscal year.~~
2.
~~The Company recognizing higher GILTI expenses due to higher income derived~~Tax expense for three months ending March 31, 2022 included additional tax arising from ~~controlled foreign corporation~~tax assessments of prior periods.

- 16-

~~Table of Contents~~
The Company accrues penalties and interest related to unrecognized tax benefits when necessary, as a component of penalties and interest expense, respectively. The Company had no unrecognized tax benefits or related accrued penalties or interest expense at ~~September 30, 2022.~~March 31, 2023.

In assessing the ability to realize the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on these criteria, management believes it is more likely than not the Company will not realize the benefits of the federal, state, and foreign deductible differences. Accordingly, a valuation allowance has been established against deferred tax assets recorded in the U.S. and various foreign jurisdictions.

17.  REVENUE

The Company generates revenue primarily from 3 different segments: Manufacturing, Testing and Distribution. The Company accounts for a contract with a customer when there is approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. The Company’s revenues are measured based on consideration stipulated in the arrangement with each customer, net of any sales incentives and amounts collected on behalf of third parties, such as sales taxes. The revenues are recognized as separate performance obligations that are satisfied by transferring control of the product or service to the customer.

Significant Judgments

The Company’s arrangements with its customers include various combinations of products and services, which are generally capable of being distinct and accounted for as separate performance obligations. A product or service is considered distinct if it is separately identifiable from other deliverables in the arrangement and if a customer can benefit from it on its own or with other resources that are readily available to the customer.

The Company allocates the transaction price to each performance obligation on a relative standalone selling price basis (“SSP”). Determining the SSP for each distinct performance obligation and allocation of consideration from an arrangement to the individual performance obligations and the appropriate timing of revenue recognition are significant judgments with respect to these arrangements. The Company typically establishes the SSP based on observable prices of products or services sold separately in comparable circumstances to similar clients. The Company may estimate SSP by considering internal costs, profit objectives and pricing practices in certain circumstances.

18
Warranties, discounts and allowances are estimated using historical and recent data trends. The Company includes estimates in the transaction price only to the extent that a significant reversal of revenue is not probable in subsequent periods. The Company’s products and services are generally not sold with a right of return, nor has the Company experienced significant returns from or refunds to its customers.

Manufacturing

The Company primarily derives revenue from the sale of both front-end and back-end semiconductor test equipment and related peripherals, maintenance and support of all these products, installation and training services and the sale of spare parts. The Company’s revenues are measured based on consideration stipulated in the arrangement with each customer, net of any sales incentives and amounts collected on behalf of third parties, such as sales taxes.

The Company recognizes revenue at a point in time when the Company has satisfied its performance obligation by transferring control of the product to the customer. The Company uses judgment to evaluate whether the control has transferred by considering several indicators, including:

●
whether the Company has a present right to payment;

●
the customer has legal title;

●
the customer has physical possession;

●
the customer has significant risk and rewards of ownership; and

●
the customer has accepted the product, or whether customer acceptance is considered a formality based on history of acceptance of similar products (for example, when the customer has previously accepted the same equipment, with the same specifications, and when we can objectively demonstrate that the tool meets all the required acceptance criteria, and when the installation of the system is deemed perfunctory).

- 17-

~~Table of Contents~~
Not all indicators need to be met for the Company to conclude that control has transferred to the customer. In circumstances in which revenue is recognized prior to the product acceptance, the portion of revenue associated with its performance obligations of product installation and training services are deferred and recognized upon acceptance.

The majority of sales under the Manufacturing segment include a standard 12-month warranty which are mainly assurance warranty and are not separate performance obligations. Warranty provided for some customized products may be classified as service warranties and are separate performance obligations. Transaction prices are allocated to this performance obligation using cost plus method. The portion of revenue associated with warranty service is deferred and recognized as revenue over the warranty period, as the customer simultaneously receives and consumes the benefits of warranty services provided by the Company.

Testing

The Company renders testing services to manufacturers and purchasers of semiconductors and other entities who either lack testing capabilities or whose in-house screening facilities are insufficient. The Company primarily derives testing revenue from burn-in services, manpower supply and other associated services. SSP is directly observable from the sales orders. Revenue is allocated to performance obligations satisfied at a point in time depending upon terms of the sales order. Generally, there is no other performance obligation other than what has been stated inside the sales order for each of these sales.

Terms of contract that may indicate potential variable consideration include warranty, late delivery penalty and reimbursement to solve nonconformance issues for rejected products. Based on historical and recent data trends, it is concluded that these terms of the contract do not represent potential variable consideration. The transaction price is not contingent on the occurrence of any future event.

Distribution

The Company distributes complementary products ~~particularly equipment, industrial products and components~~made by manufacturers ~~mainly from~~around the ~~U.S., Europe and Taiwan.~~world. The Company recognizes revenue from product sales at a point in time when the Company has satisfied its performance obligation by transferring control of the product to the customer. The Company uses judgment to evaluate whether control has transferred by considering several indicators discussed above. The Company recognizes the revenue at a point in time, generally upon shipment or delivery of the products to the customer or distributors, depending upon terms of the sales order.

Contract Balances

The timing of revenue recognition, billings and collections may result in billed accounts receivable, unbilled receivables, contract assets, customer advances, deposits and contract liabilities. The Company’s payment terms and conditions vary by contract type, although terms generally include a requirement of payment of 70% to 90% of total contract consideration within 30 to 60 days of shipment with the remainder payable within 30 days of acceptance. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined that its contracts generally do not include a significant financing component.

19
The following table is the reconciliation of contract balances.

Sept. 30

June 30

2022

2022

(Unaudited)

Trade Accounts Receivable
12,491 11,592
Accounts Payable
3,469 2,401
Contract Liabilities
1,218 933

Mar. 31,

Jun. 30,

2023

2022

(Unaudited)

Trade Accounts Receivable
$ 11,004 $ 11,592
Accounts Payable
1,835 2,401
Contract Liabilities
1,501 988

Remaining Performance Obligation

As at ~~September 30, 2022,~~March 31, 2023, the Company had ~~$235~~$170 of remaining performance obligations, which represents our obligation to deliver products and services within two years.

As at June 30, 2022, the Company had $326 of remaining performance obligations, which represents our obligation to deliver products and services.

~~Refer to Note~~ 14 ~~“Business Segments” of the Notes to Condensed Consolidated Financial Statements for information related to revenue.~~
- 18-

~~Table of Contents~~

18.  EARNINGS PER SHARE

Options to purchase ~~636,375~~656,375 shares of Common Stock at exercise prices ranging from ~~$3.75~~$2.53 to $7.76 per share were outstanding as of ~~September 30, 2022.~~March 31, 2023. ~~84,625~~285,500 stock options were excluded in the computation of diluted earnings per share (“EPS”) for the three and ninemonths ended ~~September 30, 2022,~~March 31, 2023, because they were anti-dilutive.

Options to purchase ~~674,500~~698,875 shares of Common Stock at exercise prices ranging from ~~$2.53~~$3.28 to ~~$5.98~~$7.76 per share were outstanding as of ~~September 30, 2021.~~March 31, 2022. ~~94,011~~140,500 stock options were ~~included~~excluded in the computation of diluted EPS for the three and ninemonths ended ~~September 30, 2021,~~March 31, 2022, because they were ~~dilutive.~~anti-dilutive.

The following table is a reconciliation of the weighted average shares used in the computation of basic and diluted EPS for the period presented herein:

Three Months Ended

September 30,

2022

2021

(Unaudited)

(Unaudited)

Income attributable to Trio-Tech International common shareholders from continuing operations, net of tax
$ 882 $ 914
Income attributable to Trio-Tech International common shareholders from discontinued operations, net of tax
- 3
Net Income attributable to Trio-Tech International common shareholders
$ 882 $ 917

Weighted average number of common shares outstanding – basic
4,077 3,913
Dilutive effect of stock options
81 94
Number of shares used to compute earnings per share – diluted
4,158 4,007

Basic earnings per share from continuing operations attributable to Trio-Tech International
0.22 0.23

Basic earnings per share from discontinued operations attributable to Trio-Tech International
- -
Basic earnings per share from net income attributable to Trio-Tech International
$ 0.22 $ 0.23

Diluted earnings per share from continuing operations attributable to Trio-Tech International
0.21 0.23

Diluted earnings per share from discontinued operations attributable to Trio-Tech International
- -
Diluted earnings per share from net income attributable to Trio-Tech International
$ 0.21 $ 0.23

Three Months Ended

Nine Months Ended

Mar. 31,

Mar. 31,

Mar. 31,

Mar. 31,

2023

2022

2023

2022

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

(Loss) / Income attributable to Trio-Tech International common shareholders from continuing operations, net of tax
$ (10
)
$ (167
)
$ 1,384 $ 1,603
Income / (loss) attributable to Trio-Tech International common shareholders from discontinued operations, net of tax
3 - (2 ) 2
Net (loss) / income attributable to Trio-Tech International Common Shareholders
$ (7
)
$ (167
)
$ 1,382 $ 1,605

Weighted average number of common shares outstanding - basic
4,075 3,949 4,075 3,949

Dilutive effect of stock options
84 272 86 191
Number of shares used to compute earnings per share - diluted
4,159 4,221 4,161 4,140

Basic (loss) / earnings per share from continuing operations attributable to Trio-Tech International
$ - (0.04
)
0.34 0.40
Basic earnings per share from discontinued operations attributable to Trio-Tech International
- - - -
Basic (loss) / earnings per share from net income attributable to Trio-Tech International
$ - $ (0.04
)
$ 0.34 $ 0.40

Diluted (loss) / earnings per share from continuing operations attributable to Trio-Tech International
$ - (0.04
)
0.33 0.38
Diluted earnings per share from discontinued operations attributable to Trio-Tech International
- - - -
Diluted (loss) / earnings per share from net income attributable to Trio-Tech International
$ - $ (0.04
)
$ 0.33 $ 0.38

20

19.  STOCK OPTIONS

On September 24, 2007, the Company’s Board of Directors unanimously adopted the 2007 Employee Stock Option Plan (the “2007 Employee Plan”) and the 2007 Directors Equity Incentive Plan (the “2007 Directors Plan” and, together with the 2007 Employee Plan, the “2007 Plans”), each of which was approved by the shareholders on December 3, 2007. Each of the 2007 Plans were amended during the term of such plan to increase the number of shares covered thereby. Each of the 2007 Plans terminated by their respective terms on September 24, 2017.

On September 14, 2017, the Company’s Board of Directors unanimously adopted the 2017 Employee Stock Option Plan (the “2017 Employee Plan”) and the 2017 Directors Equity Incentive Plan (the “2017 Directors Plan”) each of which was approved by the shareholders on December 4, 2017.

Assumptions

The fair value for the stock options granted to both employees and directors was estimated using the Black-Scholes option pricing model with the following weighted average assumptions, assuming:

●
An expected life varying from 2.50 to 3.25 years, calculated in accordance with the guidance provided in SEC Staff bulletin No. 110 for plain vanilla options using the simplified method, since our equity shares have been publicly traded for only a limited period of time and we did not have sufficient historical exercise data at the grant date of the options;
●
A risk-free interest rate varying from 0.11% to ~~3.15%~~4.17% (2022: 0.11% to 2.35%);
●
noNo expected dividend payments ~~and~~and;
●
~~expected~~Expected volatility of 47.3% to 73.85% (2022: 45.38% to 55.59%).

- 19-

~~Table of Contents~~
2017 Employee Stock Option Plan

The Company’s 2017 Employee Plan permits the grant of stock options to its employees covering up to an aggregate of 300,000 shares of Common Stock. The Company’s Board of Directors approved an amendment to the 2017 Employee Plan in December, 2021 to increase the shares covered thereby from 300,000 shares to an aggregate of 600,000 shares, which amendment was approved by the Company’s shareholders at the annual meeting held in December 2021. Under the 2017 Employee Plan, all options must be granted with an exercise price of not less than fair value as of the grant date and the options granted must be exercisable within a maximum of ten years after the date of grant, or such lesser period of time as is set forth in the stock option agreements. The options may be exercisable (a) immediately as of the effective date of the stock option agreement granting the option, or (b) in accordance with a schedule related to the date of the grant of the option, the date of first employment, or such other date as may be set by the Compensation Committee. Generally, options granted under the 2017 Employee Plan are exercisable within five years after the date of grant and vest over the period as follows: 25% vesting on the grant date and the remaining balance vesting in equal installments on the next three succeeding anniversaries of the grant date. The share-based compensation will be recognized in terms of the grade method on a straight-line basis for each separately vesting portion of the award. Certain option awards provide for accelerated vesting if there is a change in control (as defined in the 2017 Employee Plan).

During the ~~first~~third quarter of Fiscal 2023, ~~25,000~~40,000 stock options were granted under the 2017 Employee Plan. There were 5,000 stock options exercised during the ~~three~~nine-month period ended ~~September 30, 2022.~~March 31, 2023. The Company recognized ~~$32~~$70 and $124 in stock-based compensation expense during the three and ninemonths ended ~~September 30, 2022.~~March 31, 2023.

During the ~~first~~third quarter of Fiscal 2022, ~~the Company did~~ ~~not~~ ~~grant any~~there were 40,500 stock options ~~pursuant to~~granted under the 2017 Employee Plan. There were no41,125 stock options exercised during the ~~three~~nine-month period ended ~~September 30, 2021.~~March 31, 2022. The Company recognized ~~$12~~$84 and $106 in stock-based compensation ~~expense~~expenses during the three and ninemonths ended ~~September 30, 2021.~~March 31, 2022.

As of ~~September 30,~~March 31, 2023, there were vested stock options granted under the 2017 Employee Plan covering a total of 134,625 shares of Common Stock. The weighted-average exercise price was $4.49 and the weighted average remaining contractual term was 2.52 years.
As of March 31, 2022, there were vested stock options granted under the 2017 Employee Plan covering a total of ~~131,750~~170,500 shares of Common Stock. The weighted-average exercise price was ~~$4.80~~$4.81 and the weighted average remaining contractual term was ~~1.95~~2.24 years.

~~As of~~
~~September 30, 2021,~~ 21~~there were vested stock options granted under the~~ ~~2017~~ ~~Employee Plan covering a total of 164,750 shares of Common Stock. The weighted average exercise price was $4.35 and the weighted average remaining contractual term was 2.49 years.~~
A summary of option activities under the 2017 Employee Plan during the ~~three~~nine months ~~period~~ ended ~~September 30, 2022,~~March 31, 2023, is presented as follows:

Weighted

Weighted Average Remaining

Aggregate

Weighted
Average

Weighted
Average
Remaining
Contractual

Aggregate

Average

Contractual

Intrinsic

Exercise

Term

Intrinsic

Options

Exercise Price

Term (Years)

Value

Options

Price

(Years)

Value

Outstanding at July 1, 2022
236,375 $ 5.21 2.61 $ 87 236,375 $ 5.21 2.61 $ 87
Granted
25,000 5.18 - - 65,000 4.84 - -
Exercised
(5,000 ) 3.75 - - (5,000
)
3.75 - -
Forfeited or expired
(40,000 ) - - - (80,000
)
- - -
Outstanding at September 30, 2022
216,375 $ 5.16 $ 2.74 $ 106,419
Exercisable at September 30, 2022
131,750 $ 4.80 $ 1.95 $ 80,314
Outstanding at March 31, 2023
216,375 $ 4.89 3.17 $ 117
Exercisable at March 31, 2023
134,625 $ 4.49 2.52 $ 109

A summary of the status of the Company’s non-vested employee stock options during the ~~three~~nine months ended ~~September 30, 2022,~~March 31, 2023, is presented below:

Weighted Average

Weighted
Average

Options
Grant-Date Fair Value

Options

Grant-Date
Fair Value

Non-vested at July 1, 2022
75,875 $ 5.98 75,875 $ 5.98
Granted
25,000 5.18 65,000 4.77
Vested
(16,250 ) - (49,125 ) -
Non-vested at September 30, 2022
84,625 $ 5.72
Forfeited
(10,000 ) -
Non-vested at March 31, 2023
81,750 $ 5.53

- 20-

~~Table of Contents~~
A summary of option activities under the 2017 Employee Plan during the ~~three~~nine months ~~period~~ ended ~~September 30, 2021,~~March 31, 2022, is presented as follows:

Weighted

Weighted Average Remaining

Aggregate

Weighted
Average

Weighted
Average
Remaining
Contractual

Aggregate

Average

Contractual

Intrinsic

Exercise

Term

Intrinsic

Options

Exercise Price

Term (Years)

Value

Options

Price

(Years)

Value

Outstanding at July 1, 2021
267,000 $ 4.21 3.22 $ 290 267,000 $ 4.21 3.22 $ 290
Granted
- - - - 40,500 - - -
Exercised
- - - - (41,125
)
2.86 - -
Forfeited or expired
- - - - - - - -
Outstanding at September 30, 2021
267,000 $ 4.21 $ 2.97 $ 170
Exercisable at September 30, 2021
164,750 $ 4.35 $ 2.49 $ 100
Outstanding at March 31, 2022
266,375 $ 4.96 2.80 $ 621
Exercisable at March 31, 2022
170,500 $ 4.81 2.24 $ 415

A summary of the status of the Company’s non-vested employee stock options during the ~~three~~nine months ~~period~~ ended ~~September 30, 2021,~~March 31, 2022, is presented below:

Weighted Average

Weighted Average

Options
Grant-Date Fair Value

Options

Grant-Date Fair
Value

Non-vested at July 1, 2021
102,250 $ 2.29 102,250 $ 2.29
Granted
- - 40,500 -
Vested
- - (46,875
)
-
Forfeited
- - - -
Non-vested at September 30, 2021
102,250 $ 2.29
Non-vested at March 31, 2022
95,875 $ 2.29

22
2007 Employee Stock Option Plan

The Company’s 2007 Employee Plan permitted the issuance of options to employees. As of the last amendment thereof, the 2007 Employee Plan covered an aggregate of 600,000 shares of the Company’s Common Stock. The 2007 Employee Plan terminated by its terms on September 24, 2017 and no further options may be granted thereunder. Options outstanding thereunder continue to remain outstanding and in effect in accordance with their terms.

There were no options exercised during the ~~three~~nine months ended ~~September 30, 2022,~~March 31, 2023, and ~~September 30, 2021.~~March 31, 2022. The Company did not recognize any stock-based compensation expense during the ~~three~~nine months ended ~~September 30, 2022,~~March 31, 2023, and ~~September 30, 2021.~~March 31, 2022.

As of July 1, 2022 and ~~September 30, 2022,~~March 31, 2023, there were no vested or unvested stock options outstanding under the 2007 Employee Plan.

As of ~~September 30, 2021,~~March 31, 2022, there were no vested or unvested stock options granted under the 2007 Employee ~~Plan covering a total of 37,500 shares of Common Stock. The weighted average exercise price was $4.14 and the weighted average remaining contractual term was 0.49 years.~~Plan.

A summary of option activities under the 2007 Employee Plan during the ~~three~~nine months ended ~~September 30 2021,~~March 31, 2022, is presented as follows:

Weighted

Weighted Average Remaining

Aggregate

Weighted
Average

Weighted
Average
Remaining
Contractual

Aggregate

Average

Contractual

Intrinsic

Exercise

Term

Intrinsic

Options

Exercise Price

Term (Years)

Value

Options

Price

(Years)

Value

Outstanding at July 1, 2021
37,500 $ 4.14 0.75 $ 34 37,500 $ 4.14 0.75 $ 34
Granted
- - - - - - - -
Exercised
- - - - (37,500
)
4.14 - -
Forfeited or expired
- - - - - - - -
Outstanding at September 30, 2021
37,500 $ 4.14 $ 0.49 $ 3
Exercisable at September 30, 2021
37,500 $ 4.14 $ 0.49 $ 3
Outstanding at March 31, 2022
- $ - - $ -

~~There were no non-vested employee stock options during the~~ ~~three~~ ~~months ended~~ ~~September 30, 2021.~~
- 21-

~~Table of Contents~~
2017 Directors Equity Incentive Plan

The 2017 Directors Plan initially covered an aggregate of 300,000 shares of the Company’s common stock. The Company’s Board of Directors approved an amendment to the 2017 Directors Plan in September 2020 to increase the shares covered thereby from 300,000 shares to an aggregate of 600,000 shares, which amendment was approved by the Company’s shareholders at the annual meeting held in December 2020. The 2017 Directors Plan permits the grant of options to its directors in the form of nonqualified options and restricted stock. The exercise price of the nonqualified options is required to be 100% of the fair value of the underlying shares on the grant date. The options have five-year contractual terms and are exercisable immediately as of the grant date.

During the ~~first~~third quarter of Fiscal 2023, ~~and Fiscal~~ ~~2022,~~the Company ~~did~~ ~~not~~ ~~grant any~~granted options to purchase 100,000 shares of its Common Stock pursuant to the 2017 Directors Plan. There were no stock options exercised ~~and~~during the nine months ended March 31, 2023. The Company ~~did~~ ~~not~~ ~~recognize any~~recognized $213 stock-based compensation expense during the three and ninemonths ended ~~September 30,~~ March 31, 2023.
During the third quarter of Fiscal 2022, the Company granted options to purchase 100,000 shares of its Common Stock pursuant to the 2017 Directors Plan. There were no stock options exercised during the nine months ended March 31, 2022. The Company recognized $353 stock-based compensation expenses during the threeand ~~2021.~~nine months ended March 31, 2022.

As all the stock options granted under the 2017 Directors Plan vest immediately on the date of grant, there were no unvested stock options granted under the 2017 Directors Plan as of ~~September 30, 2022,~~March 31, 2023, orand ~~September 30, 2021.~~March 31, 2022.

As of ~~September 30,~~March 31, 2023, there were vested stock options granted under the 2017 Directors Plan covering a total of 440,000 shares of Common Stock. The weighted average exercise price was $4.80 and the weighted average remaining contractual term was 2.68 years.
As of March 31, 2022, there were vested stock options granted under the 2017 Directors Plan covering a total of 420,000 shares of Common Stock. The ~~weighted average~~weighted-average exercise price was $5.10 and the weighted average remaining contractual term was ~~2.57 years.~~
~~As of~~ ~~September 30, 2021,~~ ~~there were vested stock options granted under the~~ ~~2017~~ ~~Directors Plan covering a total of 320,000 shares of Common Stock. The weighted average exercise price was $4.27 and the weighted average remaining contractual term was 2.97~~3.10 years.

A summary of option activities under the 2017 Directors Plan during the ~~three~~nine months ended ~~September 30, 2022,~~March 31, 2023, is presented as follows:

Weighted

Weighted Average Remaining

Aggregate

Weighted
Average

Weighted
Average
Remaining
Contractual

Aggregate

Average

Contractual

Intrinsic

Exercise

Term

Intrinsic

Options

Exercise Price

Term (Years)

Value

Options

Price

(Years)

Value

Outstanding at July 1, 2022
420,000 $ 5.10 2.85 $ 228 420,000 $ 5.10 2.85 $ 228
Granted
- - - 100,000 4.51 -
Exercised
- - - - - - - -
Forfeited or expired
- - - - (80,000 ) 5.98 - -
Outstanding at September 30, 2022
420,000 $ 5.10 $ 2.57 $ 278
Exercisable at September 30, 2022
420,000 $ 5.10 $ 2.57 $ 278
Outstanding at March 31, 2023
440,000 $ 4.80 $ 2.68 $ 303
Exercisable at March 31, 2023
440,000 $ 4.80 $ 2.68 $ 303

23
A summary of option activities under the 2017 Directors Plan during the ~~three~~nine months ended ~~September 30, 2021,~~March 31, 2022, is presented as follows:

Weighted

Weighted Average Remaining

Aggregate

Weighted
Average

Weighted
Average
Remaining
Contractual

Aggregate

Average

Contractual

Intrinsic

Exercise

Term

Intrinsic

Options

Exercise Price

Term (Years)

Value

Options

Price

(Years)

Value

Outstanding at July 1, 2021
320,000 $ 4.27 3.22 $ 340 320,000 $ 4.27 3.22 $ 340
Granted
- - - - 100,000 7.76 - -
Exercised
- - - - - - - -
Forfeited or expired
- - - - - - - -
Outstanding at September 30, 2022
320,000 $ 4.27 $ 2.97 $ 210
Exercisable at September 30, 2022
320,000 $ 4.27 $ 2.97 $ 210
Outstanding at March 31, 2022
420,000 5.10 0.60 942
Exercisable at March 31, 2022
420,000 5.10 3.07 942

- 22-

~~Table of Contents~~
2007 Directors Equity Incentive Plan

The Company’s 2007 Directors Plan permitted the grant of stock options to its directors in the form of nonqualified options and restricted stock. As of the last amendment thereof, the 2007 Directors Plan covered an aggregate of 500,000 shares of the Company’s Common Stock. The 2007 Directors Plan terminated by its terms on September 24, 2017, and no further options may be granted thereunder. Options outstanding thereunder continue to remain outstanding and in effect in accordance with their terms.

There were no stock options exercised during the ~~three~~nine months ended ~~September 30, 2022~~March 31, 2023. ~~and~~The Company did not recognize any stock-based compensation expense during the ~~2021.~~nine months ended March 31, 2023.
50,000 stock options were exercised during the nine months ended March 31, 2022. The Company did not recognize any stock-based compensation ~~expense~~expenses during the ~~three~~nine months ended ~~September 30, 2022~~ ~~and~~ ~~2021.~~March 31, 2022.

As of ~~July 1, 2022~~March 31, 2023 and ~~September 30, 2022,~~ ~~there were no vested stock options outstanding under the~~ ~~2007~~ ~~Directors Plan.~~
~~As of~~ ~~September 30,~~March 31, 2022, there were no vested stock options granted under the 2007 Directors Plan.

~~As of~~ ~~September 30, 2021,~~ ~~there were vested stock options granted under the~~ ~~2007~~ ~~Directors Plan covering a total of 50,000 shares of Common Stock. The weighted average exercise price was $4.14 and the weighted average remaining contractual term was 0.49 years.~~
A summary of option activities under the 2007 Directors Plan during the ~~three~~nine months ended ~~September 30, 2021~~March 31, 2022 is presented as follows:

Weighted

Weighted Average Remaining

Aggregate

Weighted
Average

Weighted
Average
Remaining
Contractual

Aggregate

Average

Contractual

Intrinsic

Exercise

Term

Intrinsic

Options

Exercise Price

Term (Years)

Value

Options

Price

(Years)

Value

Outstanding at July 1, 2021
50,000 $ 4.14 0.75 $ 45 50,000 $ 4.14 0.75 $ 45
Granted
- - - - - - - -
Exercised
- - - - (50,000
)
4.14 - -
Forfeited or expired
- - - - - - - -
Outstanding at September 30, 2021
50,000 $ 4.14 $ 0.49 $ 4
Exercisable at September 30, 2021
50,000 $ 4.14 $ 0.49 $ 4
Outstanding at March 31, 2022
- $ - - $ -
Exercisable at March 31, 2022
- $ - - $ -

20.  LEASES

Company as Lessor

Operating leases under which the Company is the lessor arise from leasing the Company’s commercial real estate investment property to third parties. Initial lease terms generally range from 12 to 60 months. Depreciation expense for assets subject to operating leases is taken into account primarily on the straight-line method over a period of twenty years in amounts necessary to reduce the carrying amount of the asset to its estimated residual value. Depreciation expense relating to the property held as investments in operating leases ~~was $17~~were $54 and ~~$18~~$58 for the 3nine months ended ~~September 30, 2022,~~March 31, 2023 and ~~September 30, 2021,~~March 31, 2022, respectively.

24
Future minimum rental income in China and Thailand to be received from Fiscal 2023 to the fiscal year ended June 30, 2027 (“Fiscal 2027”) on ~~noncancelable~~non-cancelable operating leases is contractually due as follows as of ~~September 30, 2022:~~March 31, 2023:

Remainder of fiscal 2023
$ 86
Remainder of Fiscal 2023
$ 36
Fiscal 2024
133 141
Fiscal 2025
135 141
Fiscal 2026
46 46
Fiscal 2027
10 16
$ 410 $ 380

- 23-

~~Table of Contents~~
Future minimum rental income in China and Thailand to be received from Fiscal 2023 to Fiscal ~~2024~~2027 on non-cancelable operating leases is contractually due as follows as of June 30, 2022:

2023
$ 6 $ 6
2024
$ 27 27
2025
$ 28 28
2026
$ 29 29
2027
$ 10 10
$ 100 $ 100

Sales-type leases under which the Company is the lessor arise from the lease of four units of chiller systems. The Company classifies its lease arrangements at inception of the arrangement. The lease term is three years, contains an automatic transfer of title at the end of the lease term and a guarantee of residual value at the end of the lease term. The customer is required to pay for executory costs such as taxes.

Financing receivables, consisting of net investment in sales-type leases and receivables from financed sales of four units of chiller systems are as follows:

Components of Lease Balances

Sept. 30,

Mar. 31,

2022

2023

Assets

Gross financial sales receivable
$ 33 $ 23
Unearned finance income
(2 ) (1 )
Financed sales receivable
$ 31 $ 22

Net financed sales receivables due within one year
$ 20 $ 22
Net financed sales receivables due after one year
$ 11 $ -

As of ~~September 30, 2022,~~March 31, 2023, the financed sale receivables had a weighted average effective interest rate of ~~11.2%~~11.16% and weighted average remaining lease term of ~~1.5 years.~~1 year.

Company as Lessee

The Company is the lessee under operating leases for corporate offices and research and development facilities with remaining lease terms of one year to four years and finance leases for plant and equipment.

Supplemental balance sheet information related to leases was as follows (in thousands):

Sept. 30,

June 30,

2022

2022

(Unaudited)

Finance Leases (Plant and Equipment)

Plant and equipment, at cost
$ 1,671 $ 1,727
Accumulated depreciation
(1,066 ) (1,179 )
Plant and Equipment, Net
$ 605 $ 548

Current portion of finance leases
$ 104 $ 118
Net of current portion of finance leases
91 119
Total Finance Lease Liabilities
$ 195 $ 237

Operating Leases (Corporate Offices, Research and Development Facilities)

Operating lease right-of-use assets
$ 2,759 $ 3,152
Operating lease right-of-use assets, Net
$ 2,759 $ 3,152
Current portion of operating leases
1,130 1,218
Net of current portion of operating leases
1,629 1,934
Total Operating Lease Liabilities
$ 2,759 $ 3,152

Mar. 31,

Jun. 30,

2023

2022

(Unaudited)

Finance Leases (Plant and Equipment)

Plant and equipment, at cost
$ 1,749 $ 1,727
Accumulated depreciation
(1,214
)
(1,179
)
Plant and Equipment, Net
$ 535 $ 548

Current portion of finance leases
$ 103 $ 118
Net of current portion of finance leases
43 119
Total Finance Lease Liabilities
$ 146 $ 237

Operating Leases (Corporate Offices, Research and Development Facilities)

Operating lease right-of-use assets
$ 3,059 $ 3,152
Operating lease right-of-use assets, Net
$ 3,059 $ 3,152
Current portion of operating leases
1,361 1,218
Net of current portion of operating leases
1,698 1,934
Total Operating Lease Liabilities
$ 3,059 $ 3,152

- 2425-
~~Table of Contents~~

Three Months Ended

Nine Months Ended

Three Months Ended

Mar. 31,

Mar. 31,

Mar. 31,

Mar. 31,

Sept. 30,

Sept. 30,

2023

2022

2023

2022

2022

2021

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

Lease Cost

Finance lease cost:

Interest on finance lease
$ 16 $ 6 $ 2 $ 9 $ 8 $ 20
Amortization of right-of-use assets
48 28 46 60 138 150
Total finance lease cost
64 34 48 69 146 170

Operating lease cost
$ 380 $ 242
Operating Lease Costs
$ 384 $ 331 $ 1,133 $ 801

Other information related to leases was as follows (in thousands except lease term and discount rate):

Three Months Ended

Nine Months Ended

Sept. 30,

Sept. 30,

Mar. 31,

Mar. 31,

2022

2021

2023

2022

(Unaudited) (Unaudited)
(Unaudited)

(Unaudited)

Cash Paid for Amounts Included in the Measurement of Lease Liabilities

Operating cash flows from finance leases
$ (16 ) $ (6 ) $ (8 ) $ (20
)
Operating cash flows from operating leases
(380 ) (146 ) (1,008 ) (801
)
Finance cash flows from finance leases
(36 ) (53 ) (92 ) (168
)
Right-of-Use Assets Obtained in Exchange for New Operating Lease Liabilities
- 932 132

Weighted-Average Remaining Lease Term:

Finance leases
1.79 2.72 1.59 3.62
Operating leases
2.83 3.64 2.58 3.23
Weighted-Average Discount Rate:

Finance leases
3.23 % 3.56 % 3.22
%
3.60
%
Operating leases
5.52 % 4.57 % 5.68
%
4.83
%

As of ~~September 30, 2022,~~March 31, 2023, the maturities of the Company’s operating and finance lease liabilities are as follow:

Operating Lease Liabilities

Finance Lease Liabilities

Operating Lease
Liabilities

Finance Lease
Liabilities

Fiscal Year

Remainder of Fiscal 2023
1,969 110 $ 449 $ 27
2024
1,005 89 1,376 105
2025
552 7 876 21
2026
399 - 531 -
Thereafter
65 - 67 -
Total future minimum lease payments
2,990 206 $ 3,299 $ 153
Less: amount representing interest
(231 ) (11 ) (240 ) (7 )
Present value of net minimum lease payments
2,759 195 $ 3,059 $ 146

Presentation on statement of financial position

Current
1,130 104 1,361 103
Non-Current
1,629 91 1,698 43

- 25-

~~Table of Contents~~
As of June 30, 2022, future minimum lease payments under finance leases and noncancelable operating leases were as follows:

Operating Lease Liabilities

Finance Lease Liabilities

Operating Lease
Liabilities

Finance Lease
Liabilities

Fiscal Year

2023
1,357 129 $ 1,357 $ 129
2024
1,032 104 1,032 104
2025
554 20 554 20
2026
423 - 423 -
Thereafter
69 - 69 -
Total future minimum lease payments
3,435 253 $ 3,435 $ 253
Less: amount representing interest
(283 ) (16 ) (283
)
(16
)
Present value of net minimum lease payments
3,152 237 $ 3,152 $ 237

Presentation on statement of financial position

Current
1,218 118 1,218 118
Non-Current
1,934 119 1,934 119

26

21.  FAIR VALUE OF FINANCIAL INSTRUMENTS ~~APPROXIMATE CARRYING VALUE~~

In accordance with ASC Topics 825 and 820, the following presents assets and liabilities measured and carried at fair value and classified by level of fair value measurement hierarchy:

There were no transfers between Levels 1 and 2 during the ~~three~~nine months ended ~~September 30, 2022~~March 31, 2023 and ~~2021.~~2022.

Term deposits (Level 2) – The carrying amount approximates fair value because of the short maturity of these instruments.

Restricted term deposits (Level 2) – The carrying amount approximates fair value because of the short maturity of these instruments.

Lines of credit (Level 3) – The carrying value of the lines of credit approximates fair value due to the short-term nature of the obligations.

Bank loans payable (Level 3) – The carrying value of the Company’s bank loans payable approximates its fair value as the interest rates associated with long-term debt is adjustable in accordance with market situations when the Company borrowed funds with similar terms and remaining maturities.

22. CONCENTRATION OF CUSTOMERS

The Company had two major customers mainly contributed to manufacturing and testing segments that accounted for the following revenue and trade account receivables:

For the Period Ended Sept. 30,

2022

2021

(Unaudited)

(Unaudited)

Revenue

- Customer A
38.9 % 40.3 %
- Customer B
16.4 % 13.0 %
Trade Account Receivables

- Customer A
36.7 % 38.4 %
- Customer B
16.9 % 13.6 %

Nine Months Ended

Mar. 31,
2023

Mar. 31,
2022

(Unaudited)

(Unaudited)

Revenue

- Customer A
34.0 % 41.5 %
- Customer B
14.0 % 5.5 %
- Customer C
11.2 % 19.4 %
Trade Account Receivables

- Customer A
35.8 % 36.4 %
- Customer B
19.2 % 6.0 %
- Customer C
7.8 % 26.4 %

- 2627-
~~Table of Contents~~

TRIO-TECH INTERNATIONAL AND SUBSIDIARIES
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Overview

The following should be read in conjunction with the condensed consolidated financial statements and notes in Item I above and with the audited consolidated financial statements and notes, the information under the headings “Management’s discussion and analysis of financial condition and results of operations” in our Annual Report on Form 10-K for the fiscal year ended June 30, 2022.

Trio-Tech International (“TTI”) was incorporated in 1958 under the laws of the State of California. As used herein, the term “Trio-Tech” or “Company” or “we” or “us” or “Registrant” includes Trio-Tech International and its subsidiaries unless the context otherwise indicates. Our mailing address and executive offices are located at Block 1008 Toa Payoh North, Unit 03-09 Singapore 318996, and our telephone number is (65) 6265 3300.

The Company is a provider of reliability test equipment and services to the semiconductor industry. Our customers rely on us to verify that their semiconductor components meet or exceed the rigorous reliability standards demanded for ~~aerospace, communications~~automotive electronics, industrial electronics, computing and ~~other~~data storage, consumer electronics, ~~products.~~and communication markets. We act as a global one-stop solution for our customers by designing and building reliability test solutions, and offering comprehensive testing services through our testing laboratories in Asia and the United States (“U.S.”).

During the ~~three~~nine months ended ~~September 30, 2022,~~March 31, 2023, TTI generated approximately ~~99.9%~~100% of its revenue from its three core business segments in the test and measurement industry, i.e., manufacturing of test equipment (“Manufacturing”), testing services (“Testing”) and distribution of test ~~equipment. The Real Estate segment contributed only 0.01% to the total revenue during the three months ended September 30, 2022.~~equipment and electronic components (“Distribution”).

Manufacturing

TTI develops and manufactures an extensive range of test equipment used in the “front-end” and the “back-end” manufacturing processes of semiconductors. Our equipment includes leak detectors, autoclaves, centrifuges, burn-in systems and boards, HAST testers, temperature-controlled chucks, ~~wet benches~~ and more. We also act as an extended development team of Integrated Device Manufacturers (IDMs) and Fabless semiconductor companies in the testing processes with our expert technical skills, especially in the New Product Introduction (NPI) process.

Testing

TTI provides comprehensive electrical, environmental, and burn-in testing services to semiconductor manufacturers in our testing laboratories in Asia and the United States (“U.S.”). Our customers include both manufacturers and end users of ~~semiconductor~~semiconductors and electronic components who look to us when they ~~do not want~~decide to ~~establish~~outsource their ~~own facilities.~~testing process. We also support the asset-light strategy of our customers by setting up test facilities and providing component level, package level and system level testing services with expert technology that improves the productivity of our customers. The independent tests are performed to industry and customer specific standards.

Distribution

In addition to marketing our proprietary products, we distribute complementary products made by manufacturers ~~mainly from~~around the ~~U.S., Europe, and Taiwan.~~world. The products include environmental chambers, ~~handlers, interface systems,~~mechanical shock & vibration ~~systems, shaker systems, solderability~~ testers, and other semiconductor equipment. Besides equipment, we also distribute a wide range of components such as connectors, sockets, cables, LCD display ~~panels~~ and touch screen panels. ~~Furthermore, our range of products are mainly targeted for industrial products rather than consumer products whereby~~We act as value-added resellers by enhancing the ~~life cycle~~value of the ~~industrial~~distributed products ~~can last from three years~~by customizing them to ~~seven years.~~the needs of our customers through our expert engineering, integration, and sub-assembly services. We also support our customers as their extended research & development arm in product designing, by leveraging the expert skills of our component engineers and design engineers.

Real Estate

Our real estate segment generates investment income from the investments made and rental revenue received from real estate that we purchased in Chongqing, China.
~~-27-~~

~~Table of Contents~~

Critical Accounting Estimates & Policies

The preparation of our Condensed Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions in applying our accounting policies that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We base these estimates and assumptions on historical experience and evaluate them on an ongoing basis to ensure that they remain reasonable under current conditions. Actual results could differ from those estimates. We discuss the development and selection of the critical accounting estimates with the Audit Committee of our Board of Directors on a quarterly basis, and the Audit Committee has reviewed our related disclosure in this Quarterly Report on Form 10-Q.

28
There have been no material changes in our critical accounting estimates and policies since our Annual Report on Form 10-K for the fiscal year ended June 30, 2022. Refer to Note 1 “Basis of Presentation ~~And~~and Summary of significant Accounting Policies” to our Condensed Consolidated Financial Statements for additional details. In addition, please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in Part II, Item 7 of our Annual Report on Form 10-K for our fiscal year ended June 30, 2022 for a complete description of our critical accounting policies and estimates.

~~First~~Third Quarter Fiscal Year 2023 Highlights

●
Total revenue ~~increased~~decreased by ~~$1,768,~~$1,296, or ~~17.4%~~11.6%, to ~~$11,939~~$9,842 in the ~~first~~third quarter of our fiscal year ending June 30, 2023 (“Fiscal ~~2023,~~2023”), compared to ~~$10,171~~$11,138 for the same period in the fiscal year ended June 30, 2022 (“Fiscal 2022”).
●
Manufacturing segment revenue ~~increased~~decreased by ~~$23,~~$134, or ~~0.6%~~4.3%, to ~~$3,585 for~~$2,963 in the ~~first~~third quarter of Fiscal 2023, compared to ~~$3,562~~$3,097 for the same period in Fiscal 2022.
●
Testing segment revenue increased by ~~$1,764,~~$1,280, or ~~38.3%~~29.0%, to ~~$6,364 for~~$5,697 in the ~~first~~third quarter of Fiscal 2023, compared to ~~$4,600~~$4,417 for the same period in Fiscal 2022.
●
Distribution segment revenue decreased by ~~$16,~~$2,441, or ~~0.0%~~67.4%, to ~~$1,982 for~~$1,179 in the ~~first~~third quarter of Fiscal 2023, compared to ~~$1,998~~$3,620 for the same period in Fiscal 2022.
●
Real estate segment rental revenue decreased by $1, or 25%, to $3 ~~or 27.3% to $8 for~~in the ~~first~~third quarter of Fiscal 2023, compared to ~~$11~~$4 for the same period in Fiscal 2022.
●
The overall gross profit ~~margin~~ decreased by ~~0.9%~~$16, or 0.6%, to ~~30.3% for~~$2,458 in the ~~first~~third quarter of Fiscal 2023, from ~~31.2%~~2,474 for the same period in Fiscal 2022.
●
General and administrative expense ~~increased~~decreased by ~~$325,~~$130, or ~~16.4%~~5.5%, to ~~$2,305 for~~$2,248 in the ~~first~~third quarter of Fiscal 2023, from ~~$1,980~~$2,378 for the same period in Fiscal 2022.
●
Selling expense increased by ~~$26,~~increased by $14, or ~~17.7%~~9.6%, to ~~$173 for~~$160 in the ~~first~~third quarter of Fiscal 2023, from ~~$147~~$146 for the same period in Fiscal 2022.
●
Other income ~~increased~~decreased by ~~$18,~~$4, or ~~11.2%~~3.1%, to ~~$179 for~~$123 in the ~~first~~third quarter of Fiscal 2023, from ~~$161~~other income of $127 for the same period in Fiscal 2022.
●
~~Income~~Loss from operations was ~~$1,067~~$37 for the ~~first~~third quarter of Fiscal 2023, ~~an increase~~a decrease of ~~$97~~$93 as compared to ~~$970~~loss from operations of $130 for the same period in Fiscal 2022.
●
Income tax expense was ~~$225 in~~$8 for the ~~first~~third quarter of Fiscal 2023, ~~an increase~~a decrease of ~~$45~~$162 as compared to ~~$180~~$170 in the same period in Fiscal 2022.
●
During the ~~first~~third quarter of Fiscal 2023, income from continuing operations before non-controlling interest, net of tax was ~~$977,~~$49, as compared to ~~income~~loss from continuing operations before non-controlling interest of ~~$923~~$204 for the same period in Fiscal 2022.
●
Net income attributable to non-controlling interest for the ~~first~~second quarter of Fiscal 2023 was ~~$96,~~$61, an ~~improvement~~increase of ~~$85~~$98 as compared to ~~$11~~net loss attributable to non-controlling interest of $37 in the same period in Fiscal 2022.
●
Basic earnings per share for the ~~first~~third quarter of Fiscal 2023 was ~~$0.22,~~$Nil, as compared to ~~earnings~~loss per share of ~~$0.23~~$0.04 for the same period in Fiscal 2022.
●
Diluted earnings per share for the ~~first~~third quarter of Fiscal 2023 was ~~$0.21,~~$Nil, as compared to ~~earnings~~loss per share of ~~$0.23~~$0.04 for the same period in Fiscal 2022.
●
Total assets increased by ~~$384~~$1,953 to ~~$43,805~~$45,374 as of ~~September 30, 2022,~~March 31, 2023, compared to $43,421 as of June 30, 2022.
●
Total liabilities ~~increased~~decreased by ~~$568~~$521 to ~~$15,987~~$14,898 as of ~~September 30, 2022,~~March 31, 2023, compared to $15,419 as of June 30, 2022.
~~-28-~~

~~Table of Contents~~

Results of Operations and Business Outlook

The following table sets forth our revenue components for both three and nine months ended ~~September 30, 2022~~March 31, 2023 and ~~2021.~~2022.

Revenue Components

Three Months Ended

Three Months Ended

Nine Months Ended

Mar. 31,

Mar. 31,

Mar. 31,

Mar. 31,

Sept. 30,

2023

2022

2023

2022

2022

2021

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

Manufacturing
30.0 % 35.0 % 30.1
%
27.8
%
33.9
%
31.6
%
Testing Services
53.3 % 45.2 % 57.9
%
39.6
%
51.8
%
43.4
%
Distribution
16.6 % 19.6 % 12.0
%
32.5
%
14.2
%
24.9
%
Real Estate
0.1 % 0.1 % 0.0
%
0.1
%
0.0
%
0.1
%

Total
100.0 % 100.0 % 100.0.
%
100.0
%
100.0
%
100.0
%

Revenue for the three and nine months ended ~~September 30, 2022,~~March 31, 2023, was ~~$11,939,~~$9,842 and $34,171, respectively, a decrease of $1,296 and an increase of ~~$1,768 from $10,171,~~$1,940, respectively, when compared to the revenue for the same period of ~~the prior fiscal year.~~Fiscal 2022. As a percentage, revenue decreased by 11.6% and increased by ~~17.4%~~6 % for the three and nine months ended ~~September 30, 2022,~~March 31, 2023, when compared to revenue for the same period of ~~the prior year.~~Fiscal 2022.

For the three months ended ~~September 30, 2022,~~March 31, 2023, there was an increase in revenue in the Testing segment when compared to the same period of ~~the prior fiscal year.~~Fiscal 2022. The Manufacturing and Distribution ~~segments~~segment’s revenue ~~remained almost at the same level as~~decreased compared to the same period of ~~prior year.~~Fiscal 2022. For the nine months ended March 31, 2023, there was an increase in revenue in the Manufacturing and Testing segments when compared to the same period of Fiscal 2022. The Distribution segment’s revenue decreased compared to the same period of Fiscal 2022.
29

Total revenue into and within China, the Southeast Asia regions and other countries (except revenue into and within the ~~United States)~~U.S. decreased by $1,208 (or 11%), to $9,719 and increased by ~~$1,774, or 18.3%,~~$1,970 (or 6.3%) to ~~$11,446~~$33,232 for the three and nine months ended ~~September 30, 2022,~~March 31, 2023, respectively, as compared with ~~$9,672~~$10,927 and $31,262 for the same period of Fiscal ~~2022.~~ 2022, respectively.

Total revenue into and within the U.S. was ~~$493~~$123 and $937 for the three and nine months ended ~~September 30, 2022,~~March 31, 2023, respectively, a decrease of $6$99 and $51 from ~~$499~~$222 and $988 for the same ~~period~~periods of ~~the prior year.~~Fiscal 2022, respectively.

Revenue within our four current segments for the three and nine months ended ~~September 30, 2022,~~March 31, 2023, is discussed below.

Manufacturing Segment

Revenue in the ~~manufacturing~~Manufacturing segment as a percentage of total revenue was ~~30.0%~~30.1% and 33.9% for the three and nine months ended ~~September 30, 2022, a decrease~~March 31, 2023, respectively, an increase of 5%2.3% of total revenue when compared to ~~35.0%~~27.8% and 31.6% in the same period of Fiscal 2022. The absolute amount of revenue decreased by $134 to $2,963 from $3,097 for three months ended March 31, 2023 due to decrease in burn-in-board sales in Singapore operation. On the other hand, the absolute amount of revenue increased by $1,405 to $11,592 from $10,187 for the nine months ended March 31, 2023 mainly attributed to increased board and system sales in the first half of Fiscal 2023 compared to the same period of Fiscal 2022.
Revenue in the Manufacturing segment from one customer accounted for 44.6% and 55.8% of our total revenue in the Manufacturing segment for the three months ended March 31, 2023, and 2022, respectively, and 32.4% and 46.2% of our total revenue in the Manufacturing segment for the nine months ended March 31, 2023, and 2022, respectively.
Testing Services Segment
The Testing segment's revenue was 57.9% for the three months ended March 31, 2023, representing an increase of 18.3%, compared to 39.6% for the same period of Fiscal 2022. Revenue in the Testing segment was 51.8% as a percentage of total revenue for the nine months ended March 31, 2023, an increase of 8.4% compared to the same period of Fiscal 2022. The absolute amount of revenue increased by ~~$23~~$1,280 to ~~$3,585~~$5,697 and increased by $3,726 to $17,709 from $4,417 and $13,983 for the three and nine months ended ~~September 30, 2022,~~March 31, 2023, respectively, as compared to ~~$3,562, for~~ the same ~~period~~periods of Fiscal 2022.
~~Testing Services Segment~~
The ~~testing segment's revenue~~increase is mainly attributed to the new subsidiary in China which was ~~53.3% for the three months ended September 30, 2022, representing an increase of 8.1%, compared to 45.2% for~~not yet operational in the same period of Fiscal 2022. The ~~absolute amount of revenue increased~~increase was partially offset by ~~$1,764 to $6,364 from $4,600 for the three months ended September 30, 2022, as compared~~a drop in volume in other test plants due to the ~~same period~~lower demand resulting from weakening of ~~Fiscal 2022.~~ global semiconductor industry.

During the third quarter of Fiscal 2022, the Company incorporated Trio-Tech (Jiangsu) Co. Ltd. (“TTJS”), located in Suzhou, China together with Suzhou Anchuang Technology Management L.L.P. (“SATM”) to provide subcontract services in the semiconductor and/or other related services in the electronics industry, mainly in Suzhou, China. The ~~joint venture contributed 22% of~~ revenue in the ~~testing~~Testing segment from one customer accounted for 41.6% and 59.5% of our revenue in the Testing segment for the three months ended ~~September 30, 2022.~~
~~The~~March 31, 2023 and 2022, respectively, and 44.3% and 62.1% of our total revenue in the ~~testing segment from one customer accounted for 30.8% and 40.4% of our revenue in the testing~~Testing segment for the ~~three~~nine months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ respectively. The future revenue in the ~~testing~~Testing segment will be affected by the demands of this customer if the customer base cannot be increased. Demand for testing services varies from country to country, depending on any changes taking place in the market and our customers’ forecasts. As it is challenging to forecast fluctuations in the market accurately, management believes it is necessary to maintain testing facilities in close proximity to the customers in order to make it convenient for them to send us their newly manufactured parts for testing and to enable us to maintain a share of the market.

~~-29-~~

~~Table of Contents~~
Distribution Segment

Revenue in the ~~distribution~~Distribution segment was ~~16.6%~~12.0% and 14.2% as a percentage of total revenue for the three and nine months ended ~~September 30, 2022,~~March 31, 2023, respectively, a decrease of 3%20.5% and 10.7%, compared to the same period of Fiscal 2022. The absolute amount of revenue decreased by ~~$16~~$2,441 to ~~$1,982~~$1,179 and by $3,183 to $4,855 from ~~$1,998~~$3,620 and $8,038 for the three and nine months ended ~~September 30, 2022,~~March 31, 2023, respectively, compared to the same period of Fiscal 2022. The decrease is mainly due to inventory adjustments made by our end customers who are currently carrying excess inventory, due to which demand is weak and deliveries are being pushed out to next fiscal year.

The revenue in the Distribution segment from one customer accounted for 66.8% and 82.2% of our revenue in the Distribution segment for the three months ended March 31, 2023 and 2022, respectively, and 78.7% and 77.9% of our total revenue in the Distribution segment for the nine months ended March 31, 2023 and 2022, respectively. Demand for the ~~distribution~~Distribution segment varies depending on the demand for our customers’ products, the changes taking place in the market, and our customers’ forecasts.  Hence it is difficult to forecast fluctuations in the market accurately.

Real Estate Segment

The ~~real estate~~Real Estate segment ~~accounted for 0.1% of total~~ revenue decreased to $3 and $15 from $4 and $23 for the three and nine months ended ~~September 30, 2022. The absolute amount of revenue decreased by $3 to $8 from $11 and remained comparable for the three months ended September 30, 2022,~~March 31, 2023, compared to the same period of Fiscal 2022.
30

Uncertainties and Remedies

There are several influencing factors which create uncertainties when forecasting performance, such as the constantly changing nature of technology, specific requirements from the customer, decline in demand for certain types of burn-in devices or equipment, decline in demand for testing services and fabrication services, and other similar factors. One factor that influences uncertainty is the highly competitive nature of the semiconductor industry. Another is that some customers are unable to provide a forecast of the products required in the upcoming weeks; hence it is difficult to plan for the resources needed to meet these customers’ requirements due to short lead time and last-minute order confirmation. This will normally result in a lower margin for these products as it is more expensive to purchase materials in a short time frame. However, the Company has taken certain actions and formulated certain plans to deal with and to help mitigate these unpredictable factors. For example, in order to meet manufacturing customers’ demands upon short notice, the Company maintains higher inventories but continues to work closely with its customers to avoid stockpiling. We believe that we have improved customer service through our efforts to keep our staff up to date on the newest technology and stressing the importance of understanding and meeting the stringent requirements of our customers. Finally, the Company is exploring new markets and products, looking for new customers, and upgrading and improving burn-in technology while at the same time searching for improved testing methods for higher technology chips.

The Company’s primary exposure to movements in foreign currency exchange rates relates to non-U.S. dollar-denominated sales and operating expense in its subsidiaries. Strengthening of the United States dollar (“U.S. ~~dollar~~Dollar”) relative to foreign currencies adversely affects the U.S. ~~dollar~~Dollar value of the Company’s foreign currency-denominated sales and earnings, and generally leads the Company to raise international pricing, potentially reducing demand for the Company’s products. Margins on sales of the Company’s products in foreign countries and on sales of products that include components obtained from foreign suppliers could be materially adversely affected by foreign currency exchange rate fluctuations. In some circumstances, for competitive or other reasons, the Company may decide not to raise local prices to fully offset the ~~dollar’s~~U.S. Dollar’s strengthening, or at all, which would adversely affect the U.S. ~~dollar~~Dollar value of the Company’s foreign currency-denominated sales and earnings. Conversely, a strengthening of foreign currencies relative to the U.S. ~~dollar,~~Dollar, while generally beneficial to the Company’s foreign currency denominated sales and earnings, could cause the Company to reduce international pricing, thereby limiting the benefit. Additionally, strengthening of foreign currencies may also increase the Company’s cost of product components denominated in those currencies, thus adversely affecting gross margins.

~~In December 2019, COVID-19 was reported~~As of March 2023, although we have seen improvements in both our operations and those of our suppliers, we may continue to ~~have surfaced~~experience supply shortages as well as inflationary cost pressures in ~~China, resulting in shutdowns of manufacturing~~at least the near term. Risks and ~~commerce in the months that followed. Since then,~~uncertainties related to the COVID-19 pandemic, ~~has spread to multiple countries worldwide~~supply chain challenges, and has resulted in authorities implementing numerous measures to try to contain the disease and slow its spread, such as travel bans and restrictions, quarantines, shelter-in-place orders and shutdowns. These measures have created significant uncertainty and economic disruption, both short-term and potentially long-term.
The degree to which COVID-19 impacts our results will depend on future developments, which are highly uncertain and cannot be predicted, including but not limited to the duration and spread of the pandemic, its severity, the action to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume. Even after the COVID-19 pandemic has subsided, weinflationary pressures may experience material adverse impacts on our business as a result of the global economic impact and any recession that has occurred or may occur in the future. There are no comparable recent events that provide guidance as to the effect the spread of COVID-19 as a global pandemic may have, and, as a result, the ultimate impact of the pandemic on our operations and financial results is highly uncertain and subject to change.
~~We also~~ continue to ~~consider~~negatively impact our revenue and gross margin. We continue to monitor and evaluate the ~~potential~~business impact ~~of increasing inflation on our business operations. Although no material impairment or other material adverse effects have been identified~~ to date related to such factors, there is substantial uncertainty in the nature and degree of their continued effects over time. That uncertainty could affect management’s accounting estimates and assumptions, which could result in greater variability in a variety of areas that depend on these estimates and assumptions as additional events and information become known. Further, although we have not experienced any material adverse effects on our business due to increasing inflation, it has raised operating costs and, in the future, could impact demand or pricing of our products, foreign exchange rates or manpower costs. We are actively monitoring the effects these disruptions and increasing inflation could have on our business operations.react proactively.

On August 9, 2022, the CHIPS and Science Act of 2022 (CHIPS Act) was enacted in the United States. The CHIPS Act will provide financial incentives to the semiconductor industry which are primarily directed at manufacturing activities within the United States. We continue to evaluate the business impact and potential opportunities related to the CHIPS Act. As of date, we do not see any direct effect of the CHIPS Act on the Company in the foreseeable future.

There are legal and operational risks associated with having operations in China. These risks could result in a material change in our operations and/or the value of our common stock or could limit or hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. In recent past, the Peoples Republic of China (“PRC”) government initiated a series of regulatory actions and statements to regulate business operations in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement.

The Company and its subsidiaries do not have any variable interest entities based in China. Our business primarily consists of semiconductor testing and burn-in services for the automotive industry, avionics, and others. Our businesses are not impacted by anti-monopoly policies, variable interest entities policies, or data security policies, nor are our businesses subject to extraordinary oversight from the Chinese government.

~~-30-~~

~~Table of Contents~~

Comparison of the Three Months Ended ~~September 30,~~March 31, 2023, and March 31, 2022 ~~and September 30, 2021~~

The following table sets forth certain consolidated statements of income data as a percentage of revenue for the three months ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~ respectively:

Three Months Ended

Three Months Ended

Sept. 30,

March 31,

2022

2021

2023

2022

(Unaudited)
(Unaudited)
(Unaudited)

(Unaudited)

Revenue
100.0 % 100.0 % 100.0
%
100.0
%
Cost of sales
69.7 % 68.8 % 75.0
%
77.8
%
Gross Margin
30.3 % 31.2 % 25.0
%
22.2
%
Operating expense

General and administrative
19.3 % 19.4 % 22.8
%
21.4
%
Selling
1.4 % 1.4 % 1.6
%
1.3
%
Research and development
0.6 % 1.0 % 0.9
%
0.7
%
Total operating expense
21.3 % 21.8 % 25.3
%
23.4
%
Income from Operations
9.0 % 9.4 % (0.3 )% (1.2
)%

Overall Gross Margin

Overall gross margin as a percentage of revenue ~~decreased~~increased by ~~1.0%~~2.8% to ~~30.3%~~25% for the three months ended ~~September 30, 2022,~~March 31, 2023, from ~~31.2%~~22.2% for the same period of Fiscal 2022. Gross profits decreased by $14 to $2,458 for the three months ended March 31, 2023, from $2,474 for the same period in Fiscal 2022.

Gross profit margin as a percentage of revenue in the ~~manufacturing~~Manufacturing segment decreased by ~~2.1%~~1.0% to ~~29.6%~~17.3% for the three months ended ~~September 30, 2022,~~March 31, 2023, as compared to ~~31.7%~~18.3% for the same period in Fiscal 2022. ~~In absolute dollar amounts, gross~~Gross profits in the ~~manufacturing~~Manufacturing segment decreased by ~~$68~~$55 to ~~$1,060~~$512 for the three months ended ~~September 30, 2022,~~March 31, 2023, from ~~$1,128~~$567 for the same period in Fiscal 2022. The decrease in gross profit margin was primarily due to a ~~higher proportion of~~ lower ~~profit margin product~~ sales for the three months ended ~~September 30, 2022~~March 31, 2023 compared to the same period of Fiscal 2022.

Gross profit margin as a percentage of revenue in the ~~testing~~Testing segment ~~decreased~~increased by ~~2.2%~~2.5% to ~~35.2%~~30.8% for the three months ended ~~September 30, 2022,~~March 31, 2023, compared to ~~37.3%~~28.3% in the same period of Fiscal 2022. The ~~decrease~~increase in gross profit margin percentage was mainly due to ~~difference in product mix~~higher proportion of high-margin services coupled with ~~increased manpower costs.~~effective cost control measures, mainly in Malaysia, China, and Thailand operations. In absolute dollar amounts, gross profit in the testing segment increased by ~~$521~~$519 to ~~$2,238~~$1,757 for the three months ended ~~September 30, 2022,~~March 31, 2023, from ~~$1,717~~$1,248 for the same period of Fiscal 2022.

Gross profit margin of the ~~distribution~~Distribution segment is not only affected by the market price of the products we distribute, but also the mix of products we distribute, which frequently changes as a result of fluctuations in market demand. Gross profit margin as a percentage of revenue in the ~~distribution~~Distribution segment decreased by ~~0.2%~~1.3% to ~~16.9%~~17.3% for the three months ended ~~September 30, 2022,~~March 31, 2023, from ~~17.1%~~18.6% in the same period of Fiscal 2022. ~~In absolute dollar amounts, gross~~Gross profit in the ~~distribution~~Distribution segment for the three months ended ~~September 30, 2022,~~March 31, 2023, was ~~$334, indicating~~$204, a decrease of ~~$8,~~$472, compared to ~~$342~~$675 in the same period of Fiscal 2022.
~~In absolute dollar amounts,~~The decrease in gross profit was primarily due to a lower sales for the three months ended ~~September 30,~~March 31, 2023 compared to the same period of Fiscal 2022, due to inventory adjustments by customers.
For the three months ended March 31, 2023, gross loss in the ~~real estate~~Real Estate segment was ~~$10,~~$15, as compared to $8$16 for the same period of Fiscal 2022.

~~-31-~~

~~Table of Contents~~
Operating Expense

Operating ~~Expense~~expense for the three months ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~ was as follows:

Three Months Ended

Three Months Ended

Sept. 30,

March 31,

2022

2021

2023

2022

(Unaudited)
(Unaudited)
(Unaudited)

(Unaudited)

General and administrative
$ 2,305 $ 1,980 $ 2,248 $ 2,378
Selling
173 147 160 146
Research and development
73 82 87 80
Gain on disposal of property, plant and equipment
4 - - -
Total
$ 2,555 $ 2,209 $ 2,495 $ 2,604

General and administrative expense ~~increased~~decreased by ~~$325,~~$130 or ~~16.4%~~5.5%, from ~~$1,980~~$2,378 to ~~$2,305~~$2,248 for the three months ended ~~September 30, 2022,~~March 31, 2023, compared to the same period of Fiscal 2022. The ~~increase~~decrease in general and administrative expense was mainly attributable to the ~~general~~decrease in stock compensation costs and ~~administrative expense relating to the Company’s new subsidiary Trio-Tech Jiangsu, which was setup~~effective cost control in ~~the third quarter of Fiscal 2022, coupled with increased manpower costs.~~China operations.
32

Selling expense increased by ~~$26,~~$14 or ~~17.7%~~9.6%, from ~~$147~~$146 to ~~$173~~$160 for the three months ended ~~September 30, 2022,~~March 31, 2023, compared to the same period of Fiscal 2022. The increase in selling expense was primarily attributable to an increase in commission costs in the ~~distribution~~Manufacturing segment of the Singapore operations as a result of an increase in commissionable revenue, and an increase in travel costs due to ~~relaxation of~~increased business travel ~~restrictions~~ in the ~~first~~third quarter of Fiscal 2023, compared to the same quarter of Fiscal 2022.

~~Income~~Loss from Operations

~~Income~~Loss from operations was ~~$1,067~~$37 for the three months ended ~~September 30, 2022, an increase~~March 31, 2023, a decrease of ~~$97,~~$93, compared to ~~profit~~loss of ~~$970~~$130 from operations for the same period of Fiscal 2022. ~~The result~~This was mainly due to ~~the increased revenue~~a decrease in general and ~~gross profit margin in absolute dollars amount, offset by the higher operating expense.~~administrative expenses.

Interest Expense

Interest expense for the three months ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~ were as follows:

Three Months Ended

Sept. 30,

2022

2021

(Unaudited)
(Unaudited)
Interest expense
$ 44 $ 28

Three Months Ended

March 31,

2023

2022

(Unaudited)

(Unaudited)

Interest expense
$ 29 $ 31

Interest expense was ~~$44~~$29 for the three months ended ~~September 30, 2022, an increase~~March 31, 2023, a decrease of ~~$16,~~$2, or ~~57.1%~~6.4%, compared to ~~$28~~$31 for the same period of Fiscal 2022. As of ~~September 30, 2022,~~March 31, 2023, the Company had an unused line of credit of ~~$5,289~~$5,806 as compared to ~~$5,397~~$5,158 at ~~September 30, 2021.~~March 31, 2022.

~~-32-~~

~~Table of Contents~~
Other Income
Other income for the three months ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~ were as follows:

Three Months Ended

September 30,

2022

2021

(Unaudited)

(Unaudited)

Interest income
$ 18 $ 22
Other rental income
27 29
Exchange gain
70 34
Bad debt recovery
- 2
Dividend income
- -
Government grant
21 70
Other miscellaneous income
43 4
Total
$ 179 $ 161

Three Months Ended

March 31,

2023

2022

(Unaudited)

(Unaudited)

Interest income
$ 49 $ 13
Other rental income
30 30
Exchange loss
(47 ) (9
)
Government grant
83 62
Other miscellaneous income
8 31
Total
$ 123 $ 127

Other income ~~increased~~decreased marginally by ~~$18~~$4 from ~~$161~~$127 to ~~$179~~other expenses of $123 for the three months ended ~~September 30, 2022~~March 31, 2023 compared to the same period in Fiscal 2022. The ~~increase~~decrease was ~~primarily~~mainly contributed by ~~exchange gains~~a negative foreign currency impact in the third quarter of Fiscal 2023, partially offset by ~~reduction~~an increase in ~~government grants received during that period.~~
Ininterest income compared to the ~~three months ended September 30, 2022, the Company received government grants amounting to $21 from the local government~~same period in ~~the China and Singapore operations.~~
In the three months ended September 30, 2021, the Company received government grants amounting to $70, of which $42 were the financial assistance received from the Malaysia and Thailand governments amid the COVID-19 pandemic.Fiscal 2022.

Income Tax Expense

The Company's income tax expense was ~~$225~~$8 and ~~$180~~$170 for the three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ respectively. ~~Income tax expense increased~~The decrease was primarily due to ~~higher net income coupled with higher GILTI~~ tax ~~provision.~~provision adjustments made pursuant to tax filings for Fiscal 2022.

Non-controlling Interest

As of ~~September 30, 2022,~~March 31, 2023, we held a 55% interest in Trio-Tech (Malaysia) Sdn. Bhd., Trio-Tech (Kuala Lumpur) Sdn. Bhd., SHI International Pte. Ltd., and 52% interest in PT. SHI Indonesia. We also held a 76% interest in Prestal Enterprise Sdn. Bhd and 51% interest in ~~Trio-tech~~Trio-Tech JiangSu Co. Ltd. The share of non-controlling interest in the net profit from the subsidiaries for the three months ended ~~September 30, 2022~~March 31, 2023 was ~~$96,~~$61, an increase of ~~$85~~$98 compared to the share of non-controlling interest in the net ~~income~~loss from the subsidiaries of ~~$11~~$37 for the same period of ~~the previous fiscal year.~~Fiscal 2022. The increase in the net income shared by non-controlling interest in the subsidiaries was attributable to the increase in net income generated by the China operation.

Net ~~Income~~Loss Attributable to Trio-Tech International Common Shareholders

Net ~~income~~loss attributable to Trio-Tech International common shareholders for the three months ended ~~September 30, 2022,~~March 31, 2023, was ~~$882,~~$7, a change of ~~$35,~~$160, compared to a net ~~income~~loss of ~~$917~~$167 for the same period in Fiscal 2022.

~~-33-~~
33
~~Table of Contents~~

Earnings / (Losses) per Share

Basic earnings per share from continuing operations were ~~$0.22~~$nil for the three months ended ~~September 30, 2022,~~March 31, 2023, compared to ~~$0.23~~basic losses per share from continuing operations of $0.04 for the same period in Fiscal 2022. Basic earnings per share from discontinued operations were $nil for both the three months ended ~~September 30, 2022~~March 31, 2023, and ~~2021.~~2022.

Diluted earnings per share from continuing operations were ~~$0.21~~$nil for the three months ended ~~September 30, 2022,~~March 31, 2023, as compared to ~~$0.23~~diluted losses per share from continuing operations of $0.04 for the same period in Fiscal 2022. Diluted earnings per share from discontinued operations were $nil for both the three months ended ~~September 30, 2022~~March 31, 2023, and ~~2021.~~2022.

Segment Information

The revenue, gross margin and income or loss from operations for each segment during the ~~first~~third quarter of Fiscal 2023 and Fiscal 2022 are presented below. As the revenue and gross margin for each segment have been discussed in the previous section, only the comparison of income or loss from operations is discussed below.

Manufacturing Segment

The revenue, gross margin and ~~income~~loss from operations for the ~~manufacturing~~Manufacturing segment for the three months ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~ were as follows:

Three Months Ended

Three Months Ended

Sept. 30,

March 31,

2022

2021

2023

2022

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

Revenue
$ 3,585 $ 3,562 $ 2,963 $ 3,097
Gross margin
29.6 % 31.7 % 17.3
%
18.3
%
Income from operations
$ 176 $ 300
Loss from operations
$ (104
)
$ (145
)

~~Income~~Loss from operations from the ~~manufacturing~~Manufacturing segment was ~~$176~~$104 compared to ~~income~~loss from operations of ~~$300~~$145 in the same period of Fiscal 2022, primarily due to a decrease ~~in gross profit margin coupled with an increase~~ in operating expense of ~~$56.~~$97. Operating expense for the ~~manufacturing~~Manufacturing segment were ~~$884~~$615 and ~~$828~~$712 for the three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ respectively. The ~~increase~~decrease in operating expense was mainly due to ~~an increase~~a decrease of ~~$30 in selling expense and an increase of $34~~$216 in corporate overhead ~~expense.~~expense partially offset by an increase in general and administrative and selling expenses.

Testing Segment

The revenue, gross margin and income / (loss) from operations for the ~~testing~~Testing segment for the three months ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~ were as follows:

Three Months Ended

Three Months Ended

Sept. 30,

March 31,

2022

2021

2023

2022

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

Revenue
$ 6,364 $ 4,600 $ 5,697 $ 4,417
Gross margin
35.2 % 37.3 % 30.8
%
28.3
%
Income from operations
$ 581 $ 536
Income / (Loss) from operations
$ 37 $ (124
)

Income from operations in the ~~testing~~Testing segment for the three months ended ~~September 30, 2022,~~March 31, 2023 was ~~$581, an increase of $45 from income~~$37 compared to loss from operations of ~~$536~~$124 in the same period of Fiscal 2022. ~~The improvement~~It was mainly attributable to an increase ~~of gross profit.~~in revenue coupled with effective cost control. Operating expense was ~~$1,657~~$1,720 and ~~$1,181~~$1,372 for the three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ respectively. The increase of ~~$476~~$348 in operating ~~expense~~expenses was ~~mainly~~ due to an increase ~~of $231~~ in general and administrative ~~expense~~expenses and ~~an increase of $249~~corporate expenses mainly relating to the new subsidiary in ~~corporate expense.~~China, while offset by decrease in selling expenses.

~~-34-~~

~~Table of Contents~~

Distribution Segment

The revenue, gross margin and income from operations for the ~~distribution~~Distribution segment for the three months ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~ were as follows:

Three Months Ended

Three Months Ended

Sept. 30,

March 31,

2022

2021

2023

2022

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

Revenue
$ 1,982 $ 1,998 $ 1,179 $ 3,620
Gross margin
16.9 % 17.1 % 17.3
%
18.6
%
Income from operations
$ 265 $ 254 $ 151 $ 576

Income from operations in the ~~distribution~~Distribution segment for three months ended ~~September 30, 2022~~March 31, 2023 was ~~$265,~~$151, compared to ~~$254~~$576 for the same period of Fiscal 2022. The ~~increase~~decrease of ~~$11~~$425 was mainly due to ~~a decrease in operating expense.~~lower sales. Operating expense were ~~$69~~$53 and ~~$88~~$99 for the three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ respectively.

Real Estate Segment

The revenue, gross margin and loss from operations for the ~~real estate~~Real Estate segment for the three months ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~ were as follows:

Three Months Ended

Three Months Ended

Sept. 30,

March 31,

2022

2021

2023

2022

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

Revenue
$ 8 $ 11 $ 3 $ 4
Gross margin
(125.0 )% (72.7 )% (500
)%
(400
)%
Loss from operations
$ (14 ) $ (23 ) $ (34
)
$ (35
)

Loss from operations in the ~~real estate~~Real Estate segment was $34 for the three months ended ~~September 30, 2022, was $14~~March 31, 2023 compared to ~~$23~~$35 for the same period of Fiscal 2022. Operating expense ~~were $4 and $15~~was $19 for the three months ended ~~September 30, 2022~~March 31, 2023 and ~~2021, respectively.~~2022.

Corporate

The loss from operations for Corporate for the three months ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~ was as follows:

Three Months Ended

Sept. 30,

2022

2021

(Unaudited)
(Unaudited)
Loss from operations
$ 58 $ (97 )

Three Months Ended

March 31,

2023

2022

(Unaudited)

(Unaudited)

Loss from operations
$ (87
)
$ (402
)

Corporate operating ~~profit~~loss was ~~$58~~$87 for the three months ended ~~September 30, 2022,~~March 31, 2023, compared to loss of ~~$97~~$402 in the same period of Fiscal 2022.

~~-35-~~35
~~Table of Contents~~
Comparison of the Nine Months Ended March 31, 2023 and March 31, 2022
The following table sets forth certain consolidated statements of income data as a percentage of revenue for the nine months ended March 31, 2023 and 2022, respectively:
Nine Months Ended

Mar. 31,
2023

Mar. 31,
2022

(Unaudited) (Unaudited)
Revenue
100.0
%
100.0
%
Cost of sales
72.4 73.5
Gross Margin
27.6
%
26.5
%
Operating expenses:

General and administrative
18.9
%
19.6
%
Selling
1.5 1.4
Research and development
0.9 0.9
Total operating expenses
21.3
%
21.9
%
Income from Operations
6.3
%
4.6
%
Overall Gross Margin
Overall gross margin as a percentage of revenue increased marginally by 1.1% to 27.6% for the nine months ended March 31, 2023, compared to 26.5% in the same period of Fiscal 2022. Gross profits increased by $872 to $9,415 for the nine months ended March 31, 2023, from $8,543 for the same period of Fiscal 2022.
Gross profit margin as a percentage of revenue in the Manufacturing segment increased by 0.8% to 23.9% for the nine months ended March 31, 2023, from 23.1% in the same period of Fiscal 2022. Gross profit increased by $418 to $2,767 for the nine months ended March 31, 2023 compared to $2,349 for the same period of Fiscal 2022. The gross margin increase was primarily due to an increase in Manufacturing segment revenue in the nine months ended March 31, 2023, compared to the same period of Fiscal 2022.
Gross profit margin as a percentage of revenue in the Testing segment decreased by 1.3% to 33.3% for the nine months ended March 31, 2023, from 34.6% in the same period of Fiscal 2022. Gross profit in the Testing segment increased by $1,054 to $5,896 for the nine months ended March 31, 2023, from $4,842 for the same period of Fiscal 2022 due to an increase in testing services revenue, mainly contributed by the new subsidiary in China which was not yet operational in the same period of Fiscal 2022. The drop in margin resulted from lower demand due to inventory corrections made by customers in the second and third quarters of Fiscal 2023.
Gross profit margin as a percentage of revenue in the Distribution segment was 16.3% for the nine months ended March 31, 2023, compared to 17.3% in the same period of Fiscal 2022. Gross profit in the Distribution segment for the nine months ended March 31, 2023, was $791, a decrease of $595 compared to $1,386 in the same period of Fiscal 2022. The decrease in gross profit was due to the decrease in distribution sales in our Singapore operation compared to the same period of Fiscal 2022 resulting from inventory corrections made by customers.
Gross loss in the Real Estate segment increased by $3 to $39 for the nine months ended March 31, 2023, from $36 in the same period of Fiscal 2022.

Operating Expenses
Operating expenses for the nine months ended March 31, 2023 and 2022 were as follows:

Nine Months Ended

Mar. 31,
2023

Mar. 31,
2022

(Unaudited)

(Unaudited)

General and administrative
$ 6,472 $ 6,305
Selling
526 449
Research and development
311 293
Loss on disposal of plant and equipment
7 -
Total
$ 7,316 $ 7,047
General and administrative expenses increased by $167 or 2.6%, from $6,305 to $6,472 for the nine months ended March 31, 2023, compared to the same period of Fiscal 2022. The increase in general and administrative expenses was primarily due to the general and administrative expense relating to the Company’s new subsidiary Trio-Tech Jiangsu, which was setup in the third quarter of Fiscal 2022, coupled with inflationary impact on costs.
Selling expenses increased by $107 or 23.8%, for the nine months ended March 31, 2023, from $449 to $556 compared to the same period of Fiscal 2022. The increase in selling expenses was primarily attributable to an increase in commission expenses in the Manufacturing segment of Singapore operation as a result of an increase in commissionable revenue and increased travel costs.
Income from Operations
Income from operations was $2,099 for the nine months ended March 31, 2023, compared to $1,496 for the same period of Fiscal 2022. The increase was mainly due to the increase in gross profit margin, partially offset by an increase in operating expenses, as discussed earlier.
Interest Expense
Interest expense for the nine months ended March 31, 2023 and 2022 were as follows:

Nine Months Ended

Mar. 31,
2023

Mar. 31,
2022

(Unaudited)

(Unaudited)

Interest expense
$ 83 $ 87
Interest expense decreased marginally by $4 to $83 from $87 for the nine months ended March 31, 2023, compared to the same period of Fiscal 2022. The decrease was mainly due to lower utilization of lines of credit in the Singapore operations.
Other Income
Other income for the nine months ended March 31, 2023 and 2022 was as follows:

Nine Months Ended

Mar. 31,
2023

Mar. 31,
2022

(Unaudited)

(Unaudited)

Interest income
$ 104 $ 51
Other rental income
85 88
Exchange loss
(326
)
(13
)
Bad debt recovery
- 104
Government grant
108 160
Commission income
- 200
Other miscellaneous income
88 79
Total
$ 59 $ 669
Other income for the nine months ended March 31, 2023 was $59, a decrease of $610 compared to other income of $669 for the same period of Fiscal 2022. The decrease was mainly contributed by a negative foreign currency impact in the second quarter of Fiscal 2023 and the absence of one-time commission income that was earned in the same period in Fiscal 2022.

Our net income is impacted by the overall strengthening or weakening of the US dollars since the functional currency of our foreign subsidiaries is not the U.S. Dollars. During the second quarter in Fiscal 2023, exchange rate movement negatively impacted our net income due to the strengthening of Singapore dollars against the U.S. Dollar which was partially offset by the exchange gain that arose in the first quarter of fiscal 2023.
Income Tax Expenses
Income tax expenses for the nine months ended March 31, 2023 was $474, a decrease of $29 compared to of $503 for the same period of Fiscal 2022. The marginal decrease was contributed by tax provision adjustments made pursuant to the tax filings for Fiscal 2022.
Non-controlling Interest
As of March 31, 2023, we held a 55% interest in Trio-Tech (Malaysia) Sdn. Bhd., Trio-Tech (Kuala Lumpur) Sdn. Bhd., SHI International Pte. Ltd., and 52% interest in PT. SHI Indonesia. We also held a 76% interest in Prestal Enterprise Sdn. Bhd and 51% interest in Trio-Tech JiangSu Co. Ltd. The net income attributable to the non-controlling interest in these subsidiaries for the nine months ended March 31, 2023, was $215, a change of $240, compared to a net loss of $25 for the same period of Fiscal 2022. The increase was attributable to the increase in net income generated by the China operation.
Net Income Attributable to Trio-Tech International Common Shareholders
Net income was $1,382 for the nine months ended March 31, 2023, a decrease of $223 compared to a net income of $1,605 for the same period of Fiscal 2022. The decrease was mainly due to the lower demand from customers in the second and third quarter of Fiscal 2023 in response to the overall inventory corrections in the semiconductor industry.
Earnings per Share
Basic earnings per share from continuing operations was $0.34 for the nine months ended March 31, 2023, compared to $0.40 for the same period in Fiscal 2022. Basic earnings per share from discontinued operations were $nil for both the nine months ended March 31, 2023 and 2022.
Diluted earnings per share from continuing operations was $0.33 for the nine months ended March 31, 2023, compared to $0.38 for the same period of Fiscal 2022. Diluted earnings per share from discontinued operations were $nil for both the nine months ended March 31, 2023 and 2022.
Segment Information
The revenue, gross profit margin, and income / (loss) from operations in each segment for the nine months ended March 31, 2023 and 2022, respectively, are presented below. As the segment revenue and gross margin for each segment have been discussed in the previous section, only the comparison of income / (loss) from operations is discussed below.
Manufacturing Segment
The revenue, gross margin and income from operations for the Manufacturing segment for the nine months ended March 31, 2023 and 2022 were as follows:

Nine Months Ended

Mar. 31,
2023

Mar. 31,
2022

(Unaudited)

(Unaudited)

Revenue
$ 11,592 $ 10,187
Gross margin
23.9
%
23.1
%
Income from operations
$ 373 $ 107
Income from operations from the Manufacturing segment was $373 for the nine months ended March 31, 2023, an increase of $266 as compared to $107 in the same period of Fiscal 2022 due to an increase in gross margin. The increase in gross margin was partially offset with an increase in operating expenses. The Manufacturing segment's operating expenses were $2,392 and $2,242 for the nine months ended March 31, 2023 and 2022, respectively. The increase in operating expenses of $150 was mainly due to an increase in general and administrative expenses by $150, compared to the same period of Fiscal 2022. The increase in general and administrative expenses was mainly attributable to an increase in payroll-related expenses in the Singapore operations. The increase in selling expenses was primarily attributable to an increase in commission expenses in the Manufacturing segment of Singapore operation because of an increase in commissionable revenue and increase in business travel.

Testing Segment
The revenue, gross margin and income from operations for the Testing segment for the nine months ended March 31, 2023 and 2022 were as follows:

Nine Months Ended

Mar. 31,
2023

Mar. 31,
2022

(Unaudited)

(Unaudited)

Revenue
$ 17,709 $ 13,983
Gross margin
33.3
%
34.6
%
Income from operations
$ 1,445 $ 999
Income from operations in the Testing segment for the nine months ended March 31, 2023, was $1,445, an increase of $446 compared to $999 in the same period of Fiscal 2022 mainly because of increase in revenue and gross profits. Operating expenses was $4,730 and $3,843 for the nine months ended March 31, 2023 and 2022, respectively. The higher operating expenses was mainly attributed to an increase in corporate overheads of $567.
The increase in corporate overhead expenses was due to a change in the corporate overhead allocation compared to the same period of Fiscal 2022. Corporate charges are allocated on a predetermined fixed charge basis.
Distribution Segment
The revenue, gross margin and income from operations for the Distribution segment for the nine months ended March 31, 2023 and 2022 were as follows:

Nine Months Ended

Mar. 31,
2023

Mar. 31,
2022

(Unaudited)

(Unaudited)

Revenue
$ 4,855 $ 8,038
Gross margin
16.3
%
17.2
%
Income from operations
$ 633 $ 1,107
Income from operations in the Distribution segment for the nine months ended March 31, 2023 was $633, a decrease of $474 compared to $1,107 in the same period of Fiscal 2022. The decrease in operating income was primarily due to a decrease in gross margin of $596, which was partially offset with a decrease in operating expenses of $121. Operating expenses were $158 and $279 for the nine months ended March 31, 2023 and 2022, respectively. The decrease in operating expenses was mainly contributed by a decrease in general and administrative expenses of $86.
Real Estate Segment
The revenue, gross margin and loss from operations for the Real Estate segment for the nine months ended March 31, 2023 and 2022 were as follows:

Nine Months Ended

Mar. 31,
2023

Mar. 31,
2022

(Unaudited)

(Unaudited)

Revenue
$ 15 $ 23
Gross margin
260
%
163.6
%
Loss from operations
$ (76
)
$ (86
)
Loss from operations in the Real Estate segment for the nine months ended March 31, 2023 was $76, a decrease of $10 compared to $86 for the same period of Fiscal 2022. The decrease in operating loss was mainly due to a decrease in operating expenses. Operating expenses was $37 and $51 for the nine months ended March 31, 2023 and 2022, respectively.
39
Corporate
The loss from operations for corporate for the nine months ended March 31, 2023 and 2022 were as follows:

Nine Months Ended

Mar. 31,
2023

Mar. 31,
2022

(Unaudited)

(Unaudited)

Loss from operations $ (276 ) $ (632
)
The improvement of $356 was mainly due to a change in the corporate overhead allocation as compared to the same period last fiscal year. Corporate charges are allocated on a predetermined fixed charge basis.

Financial Condition

During the ~~three~~nine months ended ~~September 30, 2022~~March 31, 2023, total assets increased by ~~$384~~$1,953 to ~~$43,805~~$45,374 compared to $43,421 as of June 30, 2022. The increase was primarily due to an increase in inventories, cash and ~~trade receivables~~cash equivalents, term deposits, and property, plant and equipment, partially offset by decrease in trade receivables, other receivables and prepaid ~~expenses and operating right-of-use assets.~~expenses.

Cash and cash equivalents were ~~$9,428~~$8,430 as at ~~September 30, 2022,~~March 31, 2023, reflecting an increase of ~~$1,730~~$732 from $7,698 as at June 30, 2022, primarily due to ~~the maturity of the short-term deposit of Singapore operation for the three months ended September 30, 2022.~~increased collections from customers.

Short-term deposits and restricted term deposits were ~~$2,829~~$8,220 as at ~~September 30, 2022,~~March 31, 2023, reflecting ~~a decrease~~an increase of ~~$2,591~~$1,122 from ~~$5,420~~$7,098 as at June 30, 2022. The ~~decrease~~increase was primarily due to ~~maturity~~increased placement of ~~the short-term deposit of Singapore operation for the three months ended September 30, 2022 and reflected in the cash and cash equivalents.~~term deposits.

As at ~~September 30, 2022,~~March 31, 2023, the trade accounts receivable balance ~~increased~~decreased by ~~$899~~$588 to ~~$12,491,~~$11,004, from $11,592 as at June 30, 2022, primarily due to ~~an increase~~a decrease in overall revenue of all entities on a consolidated ~~basis.~~basis in the third quarter of Fiscal 2023. The number of days’ sales outstanding in accounts receivables for the Group was 7987 days and 81 days at the end of the ~~first~~third quarter of Fiscal 2023 and the end of Fiscal 2022, respectively.

Other ~~receivable~~receivables as at ~~September 30, 2022~~March 31, 2023 mainly comprised of advance payments made to ~~suppliers and refundable services taxes in the Singapore Operation.~~suppliers.

Inventories as at ~~September 30, 2022,~~March 31, 2023, were ~~$3,548,~~$2,324, an increase of ~~$1,290,~~$66, compared to $2,258 as at June 30, 2022. The ~~increase in~~ inventories ~~was in line with~~are primarily held for fulfilling sales backlog and are expected to be delivered within the ~~backlog in the manufacturing segment of our Singapore operations.~~next two quarters.

Prepaid ~~expense~~expenses were ~~$631~~$731 as at ~~September 30, 2022~~March 31, 2023 compared to $1,215 as at June 30, 2022. This was mainly due to the asset capitalization of down payments made for the purchase of equipment in the China operation.

Investment ~~properties’ net~~properties (net) in China was ~~$533~~$517 as at ~~September 30, 2022~~March 31, 2023 and $585 as at June 30, 2022. The decrease was primarily due to the foreign currency exchange movement between June 30, 2022 and ~~September 30, 2022.~~March 31, 2023.

Property, plant and equipment increased by ~~$206~~$1,506 from $8,481 as at June 30, 2022, to ~~$8,687~~$9,987 as at ~~September 30, 2022,~~March 31, 2023, mainly due to the ~~new~~ acquisition of new property, plant and equipment in the ~~Singapore and~~ China operations. The increase was partially offset by the depreciation charged for the period and the foreign currency exchange movement between June 30, 2022 and ~~September 30, 2022.~~
Restricted term deposits decreased by $46 to $1,632 as at September 30, 2022 as compared to $1,678 as at June 30, 2022. This was primarily due to the foreign currency exchange movement between June 30, 2022 and September 30, 2022.March 31, 2023.

Other assets ~~decreased~~increased by ~~$16~~$95 to ~~$121~~$232 as at ~~September 30, 2022~~March 31, 2023 compared to $137 as at June 30, 2022.  This was primarily due to ~~the~~rental deposits and foreign currency exchange movement between June 30, 2022 and ~~September 30, 2022.~~March 31, 2023.

Lines of credit ~~decreased by $447 to $482~~was $107 as at ~~September 30, 2022~~March 31, 2023 as compared to $929 as at June 30, 2022. This was due to lower utilization of the lines of credit in the Singapore ~~operations.~~Operations as of March 31, 2023.

Accounts payable ~~increased~~decreased by ~~$1,068~~$566 to ~~$3,469~~$1,835 as at ~~September 30, 2022~~March 31, 2023 as compared to $2,401 as at June 30, 2022 which was in line with the ~~increase of inventories.~~decrease in sales.

Accrued expense increased by ~~$175~~$566 to ~~$6,179~~$6,570 as at ~~September 30, 2022,~~March 31, 2023, as compared to $6,004 as at June 30, 2022. The increase in accrued expense was mainly due to an increase in ~~the accrued purchases~~accruals relating to acquisition of property, plant and ~~customers’ deposit received~~equipment in the China operations, and increase in contract liabilities in Singapore ~~operations.~~operation.

~~There was no significant change in bank~~Bank loans payable ~~as it~~ decreased by $2$177 to ~~$1,742~~$1,567 as at ~~September 30, 2022,~~March 31, 2023, as compared to ~~$929~~$1,744 as of June 30, 2022. ~~The loan~~This was due to the repayments made byin the Malaysia ~~operation during the three months ended September 30, 2022 was offset by the new loan of $175 that was availed to finance purchase of equipment.~~operations.

Finance leases decreased by ~~$42~~$91 to ~~$195~~$146 as at ~~September 30, 2022,~~March 31, 2023, as compared to $237 as at June 30, 2022. This was due to the repayments made in the Singapore and Malaysia operations.

Operating lease right-of-use assets and the corresponding lease liability decreased by ~~$393~~$93 to ~~$2,759~~$3,059 as at ~~September 30, 2022,~~March 31, 2023, as compared to $3,152 as at June 30, 2022. This was due to the repayment made and the operating lease expenses charged for the period.

~~-36-~~40
~~Table of Contents~~
Other non-current liabilities increased by $924 to $952 as at March 31, 2023, as compared to $28 as at June 30, 2022. The increase was mainly due to an increase in accruals relating to acquisition of property, plant and equipment in the China operations where the payments term is more than 12 months.

Liquidity Comparison

Net cash provided by operating activities increased by ~~$2,272~~$5,832 to an inflow of ~~$1,561~~$6,411 for the ~~three~~nine months ended ~~September 30, 2022,~~March 31, 2023, from an ~~outflow~~inflow of ~~$711~~$579 for the same period of Fiscal 2022. The increase in net cash ~~inflow~~ provided by operating activities was primarily due to ~~lower payments made~~an increase of $7,104 in cash inflow from changes in depreciation, deferred tax benefit, trade receivables, other receivables, inventories, prepaid expenses and other current assets and other non-current liabilities in third quarter of Fiscal 2023 as compared to same period of Fiscal 2022. It was partially offset by an increase of $1,400 in cash outflow from changes in stock compensation expense, accrued interest, other assets, account ~~payables~~payable and accrued expenses, ~~by $1,401~~income tax payable and ~~prepaid expense by $1,403. These are partially offset against higher cash outflow for inventories by $979, payments for~~ operating lease ~~$234.~~in third quarter of Fiscal 2023 as compared to same period of Fiscal 2022.

Net cash provided by investing activities ~~increased~~decreased by ~~$1,249~~$4,717 to an ~~inflow~~outflow of ~~$1,475~~$4,179 for the ~~three~~nine months ended ~~September 30, 2022,~~March 31, 2023, from an inflow of ~~$226~~$538 for the same period of Fiscal 2022. The increase in cash ~~inflow~~outflow was primarily due to an ~~increase in withdrawal of unrestricted deposit amounting to $1,822. These increases were partially offset by an increase in~~ additions to property, plant and equipment of ~~$718.~~$2,933..

Net cash outflow from financing activities for the ~~three~~nine months ended ~~September 30, 2022,~~March 31, 2023, was ~~$414,~~$1,078, representing a decrease of ~~$431,~~$1,588, as compared to cash inflow of ~~$17~~$510 during the ~~three~~nine months ended ~~September 30, 2021.~~March 31, 2022. The decrease was mainly attributable to a higher payment on lines of credit by ~~$637. This decrease was partially offset by an increase in cash inflow $175 from the~~$377, lower proceeds from ~~bank loan.~~exercising of stock options $410 and lower proceeds from lines of credits $883.

~~The Company filed~~On March 1, 2022, the Company’s Registration Statement ~~pursuing~~on Form S-3 (File No. 333-261485) was declared effective by the SEC, pursuant to which we may raise capital of ~~US$~~S$10,000,000 USD of any combination of securities (common stock, warrants, debt securities or units) for expansion of the Company’s testing capacity and working capital purposes if necessary.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4.  CONTROLS AND PROCEDURES

An evaluation was carried out by the Company’s Chief Executive Officer and Chief Financial Officer of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of ~~September 30, 2022,~~March 31, 2023, the end of the period covered by this Form 10-Q. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures were effective at a reasonable level.

Changes in Internal Control Over Financial Reporting

There has been no change in the Company’s internal control over financial reporting during the fiscal quarter ended ~~September 30, 2022,~~March 31, 2023, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

~~-37-~~

~~Table of Contents~~

TRIO-TECH INTERNATIONAL
PART II. OTHER INFORMATION

~~Item~~ITEM 1.         ~~Legal Proceedings~~LEGAL PROCEEDINGS

Not applicable.

~~Item~~ITEM 1A.      ~~Risk Factors~~RISK FACTORS

Not applicable.

~~Item~~ITEM 2.         ~~Unregistered Sales of Equity Securities and Use of Proceeds~~UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Not applicable.

~~Item~~ITEM 3.         ~~Defaults Upon Senior Securities~~DEFAULTS UPON SENIOR SECURITIES

Not applicable.

~~Item~~ITEM 4.         ~~Mine Safety Disclosures~~MINE SAFETY DISCLOSURES

Not applicable.

~~Item~~ITEM 5.      ~~Other Information~~OTHER INFORMATION

Not applicable.

~~Item~~ITEM 6.        ~~Exhibits~~EXHIBITS

31.1
Rule 13a-14(a) Certification of Principal Executive Officer of Registrant
31.2
Rule 13a-14(a) Certification of Principal Financial Officer of Registrant
32
Section 1350 Certification
101.INS
Inline XBRL Instance Document
101.SCH
Inline XBRL Taxonomy Extension Schema
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

~~-38-~~

~~Table of Contents~~

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/ Srinivasan Anitha
SRINIVASAN ANITHA
Chief Financial Officer
(Principal Financial Officer)
Dated: ~~November 10, 2022~~May 15, 2023

~~-39-~~43

	Sept. 30,			June 30,			Mar. 31,		Jun. 30,
	2022			2022			2023		2022
	(Unaudited)						(Unaudited)

Short-term deposits	$	2,941		$	5,619		$	5,669	$	5,619
Currency translation effect on short-term deposits		(112	)		(199	)		34		(199	)
Total short-term deposits		2,829			5,420			5,703		5,420
Restricted term deposits		1,680			1,746
Restricted term deposits - Current								748		-
Currency translation effect on restricted term deposits		(48	)		(68	)		7		-
Total restricted term deposits		1,632			1,678
Total restricted term deposits - Current								755		-
Restricted term deposits - Non-Current								1,749		1,746
Currency translation effect on restricted term deposits								13		(68	)
Total restricted term deposits - Non-Current								1,762		1,678
Total term deposits	$	4,461		$	7,098		$	8,220	$	7,098

	Loan Expiry	Loan Amount	Loan Amount	Loan Expiry	Loan Amount			Loan Amount
	Date	(RMB)	(U.S. Dollars)	Date	(RMB)			(U.S. Dollars)
Short-term loan receivables
JiangHuai (Project – Yu Jin Jiang An)	May 31, 2013	2,000	281	May 31, 2013		2,000			291
Less: allowance for doubtful receivables		(2,000)	(281)			(2,000	)		(291	)
Net loan receivables from property development projects		-	-			-			-

Long-term loan receivables
Jun Zhou Zhi Ye	Oct 31, 2016	5,000	702	Oct 31, 2016		5,000			728
Less: transfer – down-payment for purchase of investment property		(5,000)	(702)			(5,000	)		(728	)
Net loan receivables from property development projects		-	-			-			-

	Sept. 30, 2022			June 30, 2022
	(Unaudited)

Raw materials	$	1,269		$	1,764
Work in progress		2,211			683
Finished goods		793			238
Less: provision for obsolete inventories		(625	)		(674	)
Currency translation effect		(100	)		247
	$	3,548		$	2,258

	Mar. 31, 2023			Jun. 30, 2022
	(Unaudited)

Raw materials	$	1,356		$	1,764
Work in progress		836			683
Finished goods		727			238
Less: provision for obsolete inventories		(743	)		(674	)
Currency translation effect		148			247
	$	2,324		$	2,258

	Investment Date / Reclassification	Investment			Investment Amount			Investment Date / Reclassification	Investment Amount			Investment Amount
	Date	Amount (RMB)			(U.S. Dollars)			Date	(RMB)			(U.S. Dollars)

Purchase of rental property – Property I – MaoYe Property	Jan 04, 2008		5,554			894		Jan 04, 2008		5,554			894
Currency translation	Currency translation		-			(87	)			-			(87	)
Reclassification as “Assets held for sale”	July 01, 2018		(5,554	)		(807	)	July 01, 2018		(5,554	)		(807	)
Reclassification from “Assets held for sale”	Mar 31, 2019		2,024			301		Mar 31, 2019		2,024			301
			2,024			301				2,024			301
Purchase of rental property – Property II - JiangHuai	Jan 06, 2010		3,600			580		Jan 06, 2010		3,600			580
Purchase of rental property – Property III - FuLi	Apr 08, 2010		4,025			648		Apr 08, 2010		4,025			648
Currency translation			-			(175	)			-			(125	)
Gross investment in rental property	Gross investment in rental property		9,649			1,354				9,649			1,404

Accumulated depreciation on rental property	Sep 30, 2022		(7,643	)		(1,088	)	Mar 31, 2023		(7,884	)		(1,153	)
Reclassified as “Assets held for sale”- MaoYe Property	July 01, 2018		2,822			410		July 01, 2018		2,822			410
Reclassification from “Assets held for sale”- MaoYe Property	Mar 31, 2019		(1,029	)		(143	)	Mar 31, 2019		(1,029	)		(143	)
			(5,850	)		(821	)			(6,091	)		(886	)
Net investment in property – China	Net investment in property – China		3,799			533				3,558			517

	Investment Date / Reclassification	Investment			Investment Amount				Investment Date / Reclassification	Investment Amount			Investment Amount
	Date	Amount (RMB)			(U.S. Dollars)				Date	(RMB)			(U.S. Dollars)

Purchase of rental property – Property I – MaoYe Property	Jan 04, 2008		5,554			894		Purchase of rental property – Property I – MaoYe Property	Jan 04, 2008		5,554			894
Currency translation			-			(87	)	Currency translation			-			(87	)
Reclassification as “Assets held for sale”	July 01, 2018		(5,554	)		(807	)	Reclassification as “Assets held for sale”	July 01, 2018		(5,554	)		(807	)
Reclassification from “Assets held for sale”	Mar 31, 2019		2,024			301		Reclassification from “Assets held for sale”	Mar 31, 2019		2,024			301
			2,024			301					2,024			301
Purchase of rental property – Property II - JiangHuai	Jan 06, 2010		3,600			580		Purchase of rental property – Property II - JiangHuai	Jan 06, 2010		3,600			580
Purchase of rental property – Property III - FuLi	Apr 08, 2010		4,025			648		Purchase of rental property – Property III - FuLi	Apr 08, 2010		4,025			648
Currency translation			-			(89	)	Currency translation			-			(89	)
Gross investment in rental property			9,649			1,440		Gross investment in rental property			9,649			1,440

Accumulated depreciation on rental property	Jun 30, 2022		(7,523	)		(1,122	)	Accumulated depreciation on rental property	Jun 30, 2022		(7,523	)		(1,122	)
Reclassified as “Assets held for sale”- MaoYe Property	July 01, 2018		2,822			410		Reclassified as “Assets held for sale”- MaoYe Property	July 01, 2018		2,822			410
Reclassification from “Assets held for sale”- MaoYe Property	Mar 31, 2019		(1,029	)		(143	)	Reclassification from “Assets held for sale”- MaoYe Property	Mar 31, 2019		(1,029	)		(143	)
			(5,730	)		(855	)				(5,730	)		(855	)
Net investment in property – China			3,919			585		Net investment in property – China			3,919			585

	2022
	RMB			U.S. Dollars			RMB			U.S. Dollars
Original Investment (10% of Junzhou equity)	$	10,000		$	1,606		$	10,000		$	1,606
Less: Management Fee		(5,000	)		(803	)		(5,000	)		(803	)
Net Investment		5,000			803			5,000			803
Less: Share of Loss on Joint Venture		(137	)		(22	)		(137	)		(22	)
Net Investment as Down Payment (Note *a)		4,863			781			4,863			781
Loans Receivable		5,000			814			5,000			728
Interest Receivable		1,250			200			1,250			182
Less: Impairment of Interest		(906	)		(150	)		(906	)		(132	)
Transferred to Down Payment (Note *b)		5,344			864			5,344			778
* Down Payment for Purchase of Investment Properties		10,207			1,645			10,207			1,486
Less: Effect of foreign currency exchange		-			(65	)
Add: Effect of foreign currency exchange								-			94
Less: Provision of Impairment loss on other assets		(10,207	)		(1,580	)		(10,207	)		(1,580	)
* Down Payment for Purchase of Investment Properties	$	-		$	-		$	-		$	-

Entity with	Type of	Interest	Credit		Unused		Type of	Interest			Credit		Unused
Facility	Facility	Rate	Limitation		Credit		Facility	Rate			Limitation		Credit
Trio-Tech International Pte. Ltd., Singapore	Lines of Credit	Ranging from 1.85% to 5.5%	$	4,397	$	4,397	Lines of Credit	Ranging from 1.85%	to	5.5%	$	3,991	$	3,781
Universal (Far East) Pte. Ltd.	Lines of Credit	Ranging from 1.85% to 5.5%	$	1,047	$	565	Lines of Credit	Ranging from 1.85%	to	5.5%	$	1,883	$	1,486
Trio-Tech Malaysia Sdn. Bhd.	Revolving credit	Cost of Funds Rate +2%	$	327	$	327	Revolving credit Bank guarantee	Cost of Funds Rate +2% 0.15% per month			$	485	$	341

Remainder of Fiscal 2023	$	367
2024		497
2025		270
2026		242
2027		221
Thereafter		145
Total obligations and commitments	$	1,742

	Nine Months			Operating
	Ended			Income /			Total		Depr. And		Capital
	Mar. 31,	Revenue		(Loss)			Assets		Amort.		Expenditures
Manufacturing	2023	$	11,592	$	373		$	15,056	$	365	$	18
	2022	$	10,187	$	108		$	14,204	$	318	$	103

Testing Services	2023		17,709		1,445			26,522		3,218		4,033
	2022		13,983		999			24,030		1,884		1,040

Distribution	2023		4,855		633			1,283		-		-
	2022		8,038		1,107			1,601		-		-

Real Estate	2023		15		(76	)		1,872		58		-
	2022		23		(86	)		1,730		61		1

Corporate & Unallocated	2023		-		(276	)		641		-		26
	2022		-		(632	)		238		-		-

Total Company	2023	$	34,171	$	2,099		$	45,374	$	3,641	$	4,077
	2022	$	32,231	$	1,496		$	41,803	$	2,263	$	1,144

	Three Months												Three Months			Operating
	Ended	Net		Operating			Total		Depr. And		Capital		Ended			Income /			Total		Depr. And			Capital
	Sept. 30,	Revenue		Income / (Loss)			Assets		Amort.		Expenditures		Mar. 31,	Revenue		(Loss)			Assets		Amort.			Expenditures
Manufacturing	2022	$	3,585	$	176		$	12,791	$	97	$	-	2023	$	2,963	$	(104	)	$	15,056	$	135		$	3
	2021	$	3,562	$	300		$	18,558	$	103	$	60	2022	$	3,097	$	(145	)	$	14,204	$	110		$	8

Testing Services	2022		6,364		1,087			27,770		767		1,156	2023		5,697		37			26,522		1,343			66
	2021		4,600		536			18,363		585		377	2022		4,417		(124	)		24,030		633			341

Distribution	2022		1,982		265			1,603		-		-	2023		1,179		151			1,283		-			-
	2021		1,998		254			1,288		2		-	2022		3,620		576			1,601		(2	)		-

Real Estate	2022		8		(14	)		1,490		18		-	2023		3		(34	)		1,872		20			-
	2021		11		(23	)		1,588		19		1	2022		4		(35	)		1,730		20			-

Corporate & Unallocated	2022		-		(447	)		151		-		-	2023		-		(87	)		641		-			14
	2021		-		(97	)		314		-		-	2022		-		(402	)		238		-			-

Total Company	2022	$	11,939	$	1,067		$	43,805	$	882	$	1,156	2023	$	9,842	$	(37	)	$	45,374	$	1,498		$	83
	2021	$	10,171	$	970		$	40,111	$	709	$	438	2022	$	11,138		(130	)		41,803		761			349

	Three Months Ended
	September 30,
	2022		2021
	(Unaudited)		(Unaudited)

Interest income	$	18	$	22
Other rental income		27		29
Exchange gain		70		34
Bad debt recovery		-		2
Government grant		21		70
Other miscellaneous income		43		4
Total	$	179	$	161

	Sept. 30		June 30
	2022		2022
	(Unaudited)

Trade Accounts Receivable		12,491		11,592
Accounts Payable		3,469		2,401
Contract Liabilities		1,218		933

				Weighted		Weighted Average Remaining		Aggregate					Weighted Average		Weighted Average Remaining Contractual		Aggregate
				Average		Contractual		Intrinsic					Exercise		Term		Intrinsic
	Options			Exercise Price		Term (Years)		Value		Options			Price		(Years)		Value

Outstanding at July 1, 2022		236,375		$	5.21		2.61	$	87		236,375		$	5.21		2.61	$	87
Granted		25,000			5.18		-		-		65,000			4.84		-		-
Exercised		(5,000	)		3.75		-		-		(5,000	)		3.75		-		-
Forfeited or expired		(40,000	)		-		-		-		(80,000	)		-		-		-
Outstanding at September 30, 2022		216,375		$	5.16	$	2.74	$	106,419
Exercisable at September 30, 2022		131,750		$	4.80	$	1.95	$	80,314
Outstanding at March 31, 2023											216,375		$	4.89		3.17	$	117
Exercisable at March 31, 2023											134,625		$	4.49		2.52	$	109

			Weighted Average					Weighted Average
	Options		Grant-Date Fair Value		Options			Grant-Date Fair Value

Non-vested at July 1, 2022	75,875		$	5.98		75,875		$	5.98
Granted	25,000			5.18		65,000			4.77
Vested	(16,250	)		-		(49,125	)		-
Non-vested at September 30, 2022	84,625		$	5.72
Forfeited						(10,000	)		-
Non-vested at March 31, 2023						81,750		$	5.53

Remainder of fiscal 2023	$	86
Remainder of Fiscal 2023			$	36
Fiscal 2024		133		141
Fiscal 2025		135		141
Fiscal 2026		46		46
Fiscal 2027		10		16
	$	410	$	380

Components of Lease Balances	Sept. 30,			Mar. 31,
	2022			2023
Assets
Gross financial sales receivable	$	33		$	23
Unearned finance income		(2	)		(1	)
Financed sales receivable	$	31		$	22

Net financed sales receivables due within one year	$	20		$	22
Net financed sales receivables due after one year	$	11		$	-

	Operating Lease Liabilities			Finance Lease Liabilities			Operating Lease Liabilities			Finance Lease Liabilities
Fiscal Year
Remainder of Fiscal 2023		1,969			110		$	449		$	27
2024		1,005			89			1,376			105
2025		552			7			876			21
2026		399			-			531			-
Thereafter		65			-			67			-
Total future minimum lease payments		2,990			206		$	3,299		$	153
Less: amount representing interest		(231	)		(11	)		(240	)		(7	)
Present value of net minimum lease payments		2,759			195		$	3,059		$	146

Presentation on statement of financial position
Current		1,130			104			1,361			103
Non-Current		1,629			91			1,698			43

	For the Period Ended Sept. 30,
	2022			2021
	(Unaudited)			(Unaudited)
Revenue
- Customer A		38.9	%		40.3	%
- Customer B		16.4	%		13.0	%
Trade Account Receivables
- Customer A		36.7	%		38.4	%
- Customer B		16.9	%		13.6	%

	Nine Months Ended
	Mar. 31, 2023			Mar. 31, 2022
	(Unaudited)			(Unaudited)
Revenue
- Customer A		34.0	%		41.5	%
- Customer B		14.0	%		5.5	%
- Customer C		11.2	%		19.4	%
Trade Account Receivables
- Customer A		35.8	%		36.4	%
- Customer B		19.2	%		6.0	%
- Customer C		7.8	%		26.4	%

Revenue Components	Three Months Ended						Three Months Ended						Nine Months Ended
							Mar. 31,			Mar. 31,			Mar. 31,			Mar. 31,
	Sept. 30,						2023			2022			2023			2022
	2022			2021			(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)

Manufacturing		30.0	%		35.0	%		30.1	%		27.8	%		33.9	%		31.6	%
Testing Services		53.3	%		45.2	%		57.9	%		39.6	%		51.8	%		43.4	%
Distribution		16.6	%		19.6	%		12.0	%		32.5	%		14.2	%		24.9	%
Real Estate		0.1	%		0.1	%		0.0	%		0.1	%		0.0	%		0.1	%

Total		100.0	%		100.0	%		100.0.	%		100.0	%		100.0	%		100.0	%

	Three Months Ended
	March 31,
	2023		2022
	(Unaudited)		(Unaudited)
Interest expense	$	29	$	31

31.1		Rule 13a-14(a) Certification of Principal Executive Officer of Registrant
31.2		Rule 13a-14(a) Certification of Principal Financial Officer of Registrant
32		Section 1350 Certification
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)