Revenue Performance - Total revenue decreased by $1,973, or 16.5%, to $9,966 in the first quarter of Fiscal 2024, compared to $11,939 for the same period in Fiscal 2023[137] - Manufacturing segment revenue decreased by $700, or 19.5%, to $2,885 for the first quarter of Fiscal 2024, compared to $3,585 for the same period in Fiscal 2023[137] - Testing segment revenue decreased by $1,200, or 18.9%, to $5,164 for the first quarter of Fiscal 2024, compared to $6,364 for the same period in Fiscal 2023[137] - Distribution segment revenue decreased by $72, or 3.6%, to $1,910 for the first quarter of Fiscal 2024, compared to $1,982 for the same period in Fiscal 2023[137] - Revenue in the Testing segment from one customer accounted for 40.4% of revenue in the Testing segment for the three months ended September 30, 2023[145] - Revenue for the three months ended September 30, 2023, was $2,885 million, a decrease from $3,585 million in the same period in Fiscal 2023[175] Profitability Metrics - Overall gross profit margin decreased by 5% to 25.3% for the first quarter of Fiscal 2024, from 30.3% for the same period in Fiscal 2023[137] - Basic earnings per share for the first quarter of Fiscal 2024 was $0.06, compared to earnings per share of $0.22 for the same period in Fiscal 2023[137] - Net income attributable to common shareholders for the three months ended September 30, 2023, was $230 million, down from $882 million in the same period in Fiscal 2023[171] - Basic earnings per share from continuing operations were $0.06 for the three months ended September 30, 2023, compared to $0.22 for the same period in Fiscal 2023[172] - Overall gross margin decreased by 5.0% to 25.3% for the three months ended September 30, 2023, compared to 30.3% for the same period in Fiscal 2023[154] - Gross profit in the Manufacturing segment decreased by $224 to $836 million for the three months ended September 30, 2023, from $1,060 million for the same period in Fiscal 2023[155] - Gross profit margin in the Testing segment decreased by 8.5% to 26.7% for the three months ended September 30, 2023, compared to 35.2% in the same period in Fiscal 2023[156] Expenses and Liabilities - Total operating expense for the three months ended September 30, 2023, was $2,521 million, a slight decrease from $2,555 million in the same period in Fiscal 2023[160] - Total liabilities increased by $2,429 to $15,044 as of September 30, 2023, compared to $12,615 as of June 30, 2023[137] - Interest expense decreased by $20, or 45.4%, to $24 for the three months ended September 30, 2023, from $44 in the same period of Fiscal 2023[163] - The share of non-controlling interest in the net loss from subsidiaries for the three months ended September 30, 2023, was $23, a decrease of $119 compared to the net income of $96 for the same period in the previous fiscal year[170] Asset Management - Total assets increased by $2,513 to $44,699 as of September 30, 2023, compared to $42,186 as of June 30, 2023[181] - Cash and cash equivalents rose by $750 to $8,333 at September 30, 2023, primarily due to the maturity of short-term deposits[182] - Trade accounts receivable increased by $1,169 to $10,973, attributed to higher revenue from customers with longer credit terms in Singapore and China[184] - Inventories increased by $1,872 to $4,023, driven by a backlog in the Manufacturing segment related to Singapore operations[186] - Accounts payable increased by $896 to $2,556, consistent with the rise in inventories[189] - Accrued expenses rose by $1,939 to $7,507, mainly due to increased accrued purchases and contract liabilities in Singapore operations[189] Cash Flow - Net cash used in operating activities increased by $1,618 to an outflow of $57 for the three months ended September 30, 2023[192] - Net cash provided by investing activities decreased by $516 to an inflow of $814, primarily due to a decrease in unrestricted deposit withdrawals[193] - Net cash inflow from financing activities was $144, an increase of $558 compared to cash outflow of $414 during the same period in 2022[194] Strategic Initiatives - The company filed a shelf registration statement to raise up to $10,000,000 for expansion of testing capacity and working capital[195] Real Estate Performance - The Real Estate segment saw a decrease in rental income due to low occupancy rates, generating $7 in revenue for the first quarter of Fiscal 2024, down from $8 in the same period of Fiscal 2023[148]

Revenue and Profitability - For the fiscal year ended June 30, 2023, revenue from the semiconductor industry accounted for 99.9% of total revenue, consistent with the previous year[23]. - Total revenue decreased by $815, or 1.8%, to $43,250 in Fiscal 2023, compared to $44,065 in Fiscal 2022[70]. - Revenue from the Testing segment increased by $3,653, or 18.8%, to $23,130 in Fiscal 2023, compared to $19,477 in Fiscal 2022[70]. - Revenue from the Distribution segment decreased by $4,767, or 43.2%, to $6,270 in Fiscal 2023, compared to $11,037 in Fiscal 2022[70]. - Net profit attributable to Trio-Tech International for Fiscal 2023 was $1,544, compared to net profit of $2,395 in Fiscal 2022[70]. - Basic earnings per share from continuing operations was $0.38 in Fiscal 2023, compared to $0.61 in Fiscal 2022[144]. - Net income attributable to Trio-Tech International common shareholders for the year ended June 30, 2023, was $1,544,000, down 35.6% from $2,395,000 in 2022[199]. Expenses and Liabilities - Research and development expenses were $397,000 for the year ended June 30, 2023, compared to $375,000 for the previous year, reflecting a 5.9% increase[33]. - Operating expenses for Fiscal 2023 totaled $9,477 million, an increase of $97 million or 1.0% compared to $9,380 million in Fiscal 2022[132]. - Total liabilities as of June 30, 2023, were $12,615, a decrease of $2,804, or 18.2%, compared to $15,419 as of June 30, 2022[72]. - Interest expense decreased by $17 to $105 million in Fiscal 2023, compared to $122 million in Fiscal 2022[136]. - Cash paid for income taxes increased to $558,000 in 2023 from $403,000 in 2022, representing a 38.5% increase[206]. Backlog and Market Position - The combined sales of equipment and services to the three largest customers accounted for approximately 59.4% of total net revenue in 2023, down from 65.9% in 2022[35]. - The manufacturing backlog as of June 30, 2023, was $8,056,000, an increase from $6,977,000 in 2022, representing a 15.5% growth[36]. - The testing services backlog decreased to $5,402,000 in 2023 from $5,698,000 in 2022, a decline of 5.2%[36]. - The distribution backlog also decreased to $3,882,000 in 2023 from $4,687,000 in 2022, a drop of 17.2%[36]. - The company continues to assess opportunities for strategic relationships, including acquisitions and joint development projects, to expand its markets[25]. - The company focuses on expanding geographic reach and developing new products and technologies to serve new markets[29]. Cash Flow and Assets - Cash and cash equivalents as of June 30, 2023, were $7,583, a decrease of $115, or 1.5%, compared to $7,698 at June 30, 2022[65]. - Total assets as of June 30, 2023, were $42,186, a decrease of $1,235, or 2.8%, compared to $43,421 as of June 30, 2022[64]. - Working capital increased by $2,228, or 12.9%, to $19,501 as of June 30, 2023, compared to $17,273 as of June 30, 2022[70]. - Net cash provided by operating activities increased significantly to $8,110,000 in 2023 from $2,123,000 in 2022, marking a 282.5% increase[206]. - Cash flow from investing activities showed a net outflow of $6,074,000 in 2023, compared to a smaller outflow of $444,000 in 2022[206]. Operational Insights - The company may continue to experience supply shortages and inflationary cost pressures in the near term, which could negatively impact revenue and gross margin[80]. - The company is exploring new markets and products, seeking new customers, and upgrading burn-in technology while improving testing methods for higher technology chips[78]. - The company maintains higher inventories to meet manufacturing customers' demands upon short notice, while working closely with customers to avoid stockpiling[78]. - The company’s primary exposure to foreign currency exchange rate movements relates to non-U.S. dollar-denominated sales, which could adversely affect sales and earnings[79]. Financial Reporting and Controls - The Company concluded that its disclosure controls and procedures were effective as of June 30, 2023[166]. - The Company assessed the effectiveness of its internal controls over financial reporting as of June 30, 2023, and found them to be effective[170]. - There were no changes in the Company's internal control over financial reporting during the fourth quarter of Fiscal 2023 that materially affected its effectiveness[171]. - The consolidated financial statements present fairly the financial position of the Company as of June 30, 2023, in conformity with U.S. generally accepted accounting principles[190]. - The independent auditors have served as the Company's auditors since 2009, indicating a long-standing relationship[196].

Revenue Performance - Total revenue for the three months ended March 31, 2023, was $9,842, a decrease of $1,296 or 11.6% compared to $11,138 for the same period in Fiscal 2022[145] - Revenue from the Testing segment increased by $1,280 or 29.0% to $5,697 for the three months ended March 31, 2023, compared to $4,417 for the same period in Fiscal 2022[145] - Revenue in the Manufacturing segment decreased by $134 or 4.3% to $2,963 for the three months ended March 31, 2023, compared to $3,097 for the same period in Fiscal 2022[145] - Distribution segment revenue decreased by $2,441 or 67.4% to $1,179 for the three months ended March 31, 2023, compared to $3,620 for the same period in Fiscal 2022[145] - Real estate segment revenue decreased to $3 for the three months ended March 31, 2023, compared to $4 for the same period in Fiscal 2022[156] - Testing segment revenue increased to $5,697 million in Q1 2023 from $4,417 million in Q1 2022, with a gross margin of 30.8% compared to 28.3%[183] - Distribution segment revenue decreased to $1,179 million in Q1 2023 from $3,620 million in Q1 2022, with a gross margin of 17.3% down from 18.6%[184] - Manufacturing segment revenue increased to $11,592 million for the nine months ended March 31, 2023, with income from operations rising to $373 million from $107 million in the same period of 2022[208] - Testing segment revenue increased to $17,709 million for the nine months ended March 31, 2023, up from $13,983 million in 2022, with income from operations rising to $1,445 million from $999 million[209] - Distribution segment revenue decreased to $4,855 million for the nine months ended March 31, 2023, down from $8,038 million in 2022, with income from operations falling to $633 million from $1,107 million[211] - Real Estate segment revenue was $15 million for the nine months ended March 31, 2023, down from $23 million in 2022, with a loss from operations of $76 million, an improvement from a loss of $86 million[212] Financial Position - Total assets increased by $1,953 to $45,374 as of March 31, 2023, compared to $43,421 as of June 30, 2022[145] - Total liabilities decreased by $521 to $14,898 as of March 31, 2023, compared to $15,419 as of June 30, 2022[145] - Cash and cash equivalents rose to $8,430 million as of March 31, 2023, an increase of $732 million from $7,698 million as of June 30, 2022[215] - Property, plant and equipment increased by $1,506 million to $9,987 million as of March 31, 2023, from $8,481 million as of June 30, 2022, mainly due to acquisitions in China operations[219] Profitability and Expenses - For the three months ended March 31, 2023, overall gross margin increased by 2.8% to 25.0% from 22.2% in the same period of Fiscal 2022[165] - Gross profit in the Testing segment increased by $519 to $1,757 for the three months ended March 31, 2023, compared to $1,248 for the same period in Fiscal 2022, with a gross profit margin increase of 2.5% to 30.8%[167] - The Company experienced a gross profit margin decrease of 1.0% to 17.3% in the Manufacturing segment for the three months ended March 31, 2023, compared to 18.3% in the same period of Fiscal 2022[166] - General and administrative expenses decreased by $130 or 5.5% to $2,248 for the three months ended March 31, 2023, compared to $2,378 in the same period of Fiscal 2022[171] - Interest expense decreased by $2 or 6.4% to $29 for the three months ended March 31, 2023, compared to $31 for the same period in Fiscal 2022[174] - Total operating expenses for the three months ended March 31, 2023, were $2,495, a decrease from $2,604 in the same period of Fiscal 2022[170] - Corporate operating loss reduced to $87 million in Q1 2023 from $402 million in Q1 2022[186] Net Income and Loss - Net loss attributable to common shareholders for the three months ended March 31, 2023, was $7, a change of $160 from a net loss of $167 in the same period of Fiscal 2022[178] - The share of non-controlling interest in net profit from subsidiaries for the three months ended March 31, 2023, was $61, an increase of $98 compared to a net loss of $37 for the same period in Fiscal 2022[177] - Net income attributable to common shareholders was $1,382 million for the nine months ended March 31, 2023, a decrease from $1,605 million in the same period of 2022[204] - 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 2022[205] Cash Flow - Net cash provided by operating activities increased to $6,411 million for the nine months ended March 31, 2023, up from $579 million in the same period of Fiscal 2022[225] - Net cash outflow from financing activities was $1,078 million for the nine months ended March 31, 2023, a decrease of $1,588 million compared to cash inflow of $510 million in the same period of 2022[227] Operational Challenges - The Company continues to face uncertainties related to supply shortages and inflationary cost pressures, which may impact revenue and gross margin in the near term[159] - The number of days' sales outstanding in accounts receivable increased to 87 days as of March 31, 2023, compared to 81 days at the end of Fiscal 2022[216] - Operating expenses in the Testing segment increased to $4,730 million for the nine months ended March 31, 2023, from $3,843 million in 2022, primarily due to increased corporate overheads[209]

Revenue Performance - Total revenue increased by $1,468, or 13.4%, to $12,390 in the second quarter of Fiscal 2023 compared to $10,922 for the same period in Fiscal 2022[144] - Manufacturing segment revenue increased by $1,516, or 43%, to $5,044 in the second quarter of Fiscal 2023 compared to $3,528 for the same period in Fiscal 2022[144] - Testing segment revenue increased by $682, or 13.7%, to $5,648 in the second quarter of Fiscal 2023 compared to $4,966 for the same period in Fiscal 2022[144] - Distribution segment revenue decreased by $726, or 30%, to $1,694 in the second quarter of Fiscal 2023 compared to $2,420 for the same period in Fiscal 2022[144] - Revenue in the Manufacturing segment accounted for 40.7% of total revenue for the three months ended December 31, 2022, an increase from 32.3% in the same period of Fiscal 2022[151] - Revenue in the Testing segment was 45.6% for the three months ended December 31, 2022, representing a marginal increase from 45.4% for the same period of Fiscal 2022[153] - Manufacturing segment revenue increased to $8,629 million for the six months ended December 31, 2022, from $7,090 million in the same period of 2021, with a gross margin of 26.1%[213] - Testing segment revenue rose to $12,012 million for the six months ended December 31, 2022, compared to $9,566 million in the same period of 2021, with a gross margin of 34.5%[215] - Distribution segment revenue decreased to $3,676 million for the six months ended December 31, 2022, down from $4,418 million in the same period of 2021, with a gross margin of 16.0%[217] Profitability Metrics - Overall gross profit margin increased by 0.4% to 26.9% in the second quarter of Fiscal 2023 from 26.5% for the same period in Fiscal 2022[144] - Income from operations was $1,069 for the second quarter of Fiscal 2023, an increase of $413 compared to $656 for the same period in Fiscal 2022[144] - For the three months ended December 31, 2022, the overall gross margin increased by 0.4% to 26.9%, with gross profits rising by $445 to $3,335 compared to the same period in Fiscal 2022[167] - Revenue for the Manufacturing segment increased to $5,044, with a gross margin of 23.7%, up from 18.5% in the same period of Fiscal 2022, resulting in income from operations of $301 compared to a loss of $48[185] - The Testing segment reported revenue of $5,648, with a gross margin of 33.7%, down from 37.8% in the same period of Fiscal 2022, leading to income from operations of $547, a decrease from $588[186] - Overall gross margin for the six months ended December 31, 2022, was 28.6%, a slight decrease from 28.8% in the same period of 2021, with gross profit increasing by $888 million to $6,957 million[192] - Corporate operating profit improved to $32 million in Q4 2022 from a loss of $133 million in Q4 2021[189] Income and Expenses - Net income attributable to common shareholders was $507 for the three months ended December 31, 2022, a decrease of $348 compared to $855 for the same period in Fiscal 2022[181] - Basic earnings per share from continuing operations were $0.12 for the three months ended December 31, 2022, down from $0.22 in the same period of Fiscal 2022[182] - The income tax expense increased to $241 for the three months ended December 31, 2022, up from $153 in the same period of Fiscal 2022, primarily due to increased taxable income[179] - Total operating expenses for the six months ended December 31, 2022, increased to $4,821 million from $4,443 million in the same period of 2021, driven by higher general and administrative expenses[198] - Interest expense significantly decreased by 64.3% to $10 for the three months ended December 31, 2022, compared to $28 for the same period in Fiscal 2022[176] - Interest expense decreased to $54 million for the six months ended December 31, 2022, from $56 million in the same period of 2021[201] Assets and Liabilities - Total assets increased by $2,775 to $46,196 as of December 31, 2022, compared to $43,421 as of June 30, 2022[144] - Total liabilities increased by $804 to $16,223 as of December 31, 2022, compared to $15,419 as of June 30, 2022[144] - Cash and cash equivalents decreased by $1,319 million to $6,379 million as of December 31, 2022, primarily due to additional term deposits and repayment of lines of credit[222] - Trade accounts receivable increased by $1,740 million to $13,332 million as of December 31, 2022, reflecting an increase in overall revenue[224] - Inventories rose by $961 million to $3,219 million as of December 31, 2022, in line with the backlog in manufacturing and distribution segments[225] Cash Flow - Net cash provided by operating activities increased by $2,942 million to an inflow of $3,779 million for the six months ended December 31, 2022[234] - Net cash outflow from financing activities was $1,032 million for the six months ended December 31, 2022, a decrease of $1,105 million compared to cash inflow of $73 million in the same period of 2021[236] Other Information - The Company experienced a negative foreign currency impact, which adversely affected net income due to the strengthening of the Singapore dollar against the U.S. dollar[178] - The share of non-controlling interest in net profit from subsidiaries increased to $58 for the three months ended December 31, 2022, compared to $1 for the same period in Fiscal 2022, attributed to improved performance in the China operation[180] - Real Estate segment revenue was $4 million in Q4 2022, down from $8 million in Q4 2021, with a gross margin of -350.0%[188] - Real Estate segment revenue was $12 million for the six months ended December 31, 2022, compared to $19 million in 2021, with a gross loss margin of 200.0%[219] - The company may raise capital of $10,000,000 USD for expansion of testing capacity and working capital purposes as per the effective Registration Statement on Form S-3[237]

Revenue Performance - Total revenue increased by $1,768, or 17.4%, to $11,939 for the first quarter of Fiscal 2023 compared to $10,171 for the same period in Fiscal 2022[140] - Testing segment revenue increased by $1,764, or 38.3%, to $6,364 for the first quarter of Fiscal 2023 compared to $4,600 for the same period in Fiscal 2022[140] - Manufacturing segment revenue increased by $23, or 0.6%, to $3,585 for the first quarter of Fiscal 2023 compared to $3,562 for the same period in Fiscal 2022[140] - Distribution segment revenue decreased by $16, or 0.0%, to $1,982 for the first quarter of Fiscal 2023 compared to $1,998 for the same period in Fiscal 2022[140] - Real estate segment rental revenue decreased by $3, or 27.3%, to $8 for the first quarter of Fiscal 2023 compared to $11 for the same period in Fiscal 2022[140] - Revenue for the three months ended September 30, 2022, was $6,364 million, an increase from $4,600 million for the same period in Fiscal 2022[184] Profitability Metrics - Overall gross profit margin decreased by 0.9% to 30.3% for the first quarter of Fiscal 2023 from 31.2% for the same period in Fiscal 2022[140] - Gross margin decreased by 1.0% to 30.3% for the three months ended September 30, 2022, compared to 31.2% for the same period in Fiscal 2022[164] - Net income attributable to common shareholders was $882 million for the three months ended September 30, 2022, a decrease of $35 from $917 million for the same period in Fiscal 2022[179] - Basic earnings per share from continuing operations were $0.22 for the three months ended September 30, 2022, compared to $0.23 for the same period in Fiscal 2022[180] Operating Performance - Income from operations was $1,067 for the first quarter of Fiscal 2023, an increase of $97 compared to $970 for the same period in Fiscal 2022[140] - Income from operations increased by $97 to $1,067 million for the three months ended September 30, 2022, compared to $970 million for the same period in Fiscal 2022[172] - The manufacturing segment reported revenue of $3,585 million with an income from operations of $176 million, down from $300 million in the same period of Fiscal 2022[183] - The testing segment's income from operations increased by $45 to $581 million for the three months ended September 30, 2022, compared to $536 million for the same period in Fiscal 2022[184] - Corporate operating profit was $58 million for the three months ended September 30, 2022, compared to a loss of $97 million in the same period of 2021[187] Expenses and Liabilities - Operating expenses increased by $346 to $2,555 million for the three months ended September 30, 2022, compared to $2,209 million for the same period in Fiscal 2022[170] - Interest expense rose by $16, or 57.1%, to $44 million for the three months ended September 30, 2022, compared to $28 million for the same period in Fiscal 2022[173] - Total liabilities increased by $568 to $15,987 as of September 30, 2022, compared to $15,419 as of June 30, 2022[140] Asset Management - Total assets increased by $384 to $43,805 as of September 30, 2022, compared to $43,421 as of June 30, 2022[140] - Cash and cash equivalents rose to $9,428 million as of September 30, 2022, an increase of $1,730 million from $7,698 million as of June 30, 2022[190] - Trade accounts receivable increased by $899 million to $12,491 million as of September 30, 2022, primarily due to increased overall revenue[192] - Inventories increased by $1,290 million to $3,548 million as of September 30, 2022, reflecting a backlog in the manufacturing segment[193] Cash Flow - Net cash provided by operating activities increased to an inflow of $1,561 million for the three months ended September 30, 2022, from an outflow of $711 million in the same period of Fiscal 2022[201] Future Capital Plans - The company may raise capital of $10,000,000 for expansion of testing capacity and working capital purposes[204]

Part I [Item 1. Business](index=4&type=section&id=Item%201.%20Business) Trio-Tech International operates primarily in the semiconductor industry across manufacturing, testing, and distribution segments, with a minor real estate component and significant customer concentration - The company operates in four segments: manufacturing, testing services, distribution, and real estate, with operations spanning the U.S. and Asia[17](index=17&type=chunk) - Revenue from the semiconductor industry (testing, manufacturing, distribution) constituted **99.9% of total revenue** for fiscal years 2022 and 2021[20](index=20&type=chunk) - Strategic goals include market share expansion, geographic growth, new product development, and pursuing strategic relationships or acquisitions[23](index=23&type=chunk) - In fiscal 2022, sales to the top three customers represented approximately **65.9% of total net revenue**, with one major customer contributing **40.3%**[37](index=37&type=chunk) Backlog by Segment (in thousands) | Backlog by Segment (in thousands) | 2022 | 2021 | | :--- | :--- | :--- | | Manufacturing | $6,977 | $5,040 | | Testing services | $5,698 | $3,775 | | Distribution | $4,687 | $4,648 | | Real estate | $101 | $40 | | **Total** | **$17,463** | **$13,503** | - As of June 30, 2022, the company employed approximately **740 full-time employees**, with **732 in Asia** and **8 in the U.S.**[47](index=47&type=chunk) [Item 1A. Risk Factors](index=12&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, Trio-Tech is exempt from providing detailed risk factor disclosures - As a smaller reporting company under Rule 12b-2 of the Exchange Act, Trio-Tech is not required to provide Item 1A information[49](index=49&type=chunk) [Item 2. Properties](index=12&type=section&id=Item%202.%20Properties) The company operates from owned and leased facilities across the U.S. and Asia, primarily for testing services, deemed adequate for foreseeable needs - The company owns testing facilities in Selangor, Malaysia (approx. **78,706 sq. ft.**) and Bangkok, Thailand (approx. **34,433 sq. ft.**)[53](index=53&type=chunk) - Leased properties in California, Singapore, and China support corporate, testing, and manufacturing operations, with lease expirations between 2022 and 2026[53](index=53&type=chunk) [Item 3. Legal Proceedings](index=13&type=section&id=Item%203.%20Legal%20Proceedings) The company faces routine litigation, but management anticipates no material adverse effect on financial statements, with no significant proceedings involving key personnel - Management asserts that current litigation claims and assessments will not materially and adversely affect the company's consolidated financial statements[54](index=54&type=chunk) Part II [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=15&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock trades on NYSE American under 'TRT', with no cash dividends declared in fiscal years 2021 or 2022 - The company's common stock is traded on the NYSE American under the symbol **"TRT"**[58](index=58&type=chunk) - No cash dividends were declared for the fiscal years ended June 30, 2022, or June 30, 2021[59](index=59&type=chunk) [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=15&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Fiscal 2022 saw significant revenue growth to **$44,065 thousand**, a shift to **$2,395 thousand net profit**, improved gross margin, and strengthened financial position, with sufficient liquidity for the next 12 months [Fiscal 2022 Highlights and Financial Condition](index=16&type=section&id=Fiscal%202022%20Highlights%20and%20Financial%20Condition) Fiscal 2022 highlights include a **35.7% revenue increase** to **$44,065 thousand**, a turnaround to **$2,395 thousand net profit**, and strengthened financial health with increased assets and working capital Key Financial Metrics (in thousands) | Key Financial Metrics (in thousands) | Fiscal 2022 | Fiscal 2021 | Change (%) | | :--- | :--- | :--- | :--- | | Total Revenue | $44,065 | $32,462 | 35.7% | | Gross Profit | $11,733 | $7,670 | 53.0% | | Gross Margin | 26.6% | 23.6% | +3.0 pts | | Profit / (Loss) from Operations | $2,353 | $(61) | N/A | | Net Profit / (Loss) Attributable to Trio-Tech | $2,395 | $(591) | N/A | - Total assets increased by **13.3%** to **$43,421 thousand**, driven by increases in cash, trade receivables, and inventories[72](index=72&type=chunk) - Total liabilities increased by **25.8%** to **$15,419 thousand**, primarily due to higher lines of credit and accrued expenses[79](index=79&type=chunk) - Working capital increased by **13.6%** to **$17,273 thousand** as of June 30, 2022[71](index=71&type=chunk)[169](index=169&type=chunk) [Comparison of Operating Results](index=26&type=section&id=Comparison%20of%20Operating%20Results) Fiscal 2022 revenue grew **35.7%** to **$44,065 thousand**, driven by strong Testing and Distribution segment performance, leading to improved gross margin and a **$2,353 thousand operating profit** Revenue by Segment (in thousands) | Revenue by Segment (in thousands) | Fiscal 2022 | Fiscal 2021 | Change (%) | | :--- | :--- | :--- | :--- | | Manufacturing | $13,526 | $13,151 | 2.9% | | Testing Services | $19,477 | $13,846 | 40.7% | | Distribution | $11,037 | $5,437 | 103.0% | | Real Estate | $25 | $28 | -10.7% | | **Total** | **$44,065** | **$32,462** | **35.7%** | Gross Margin by Segment (%) | Gross Margin by Segment (%) | Fiscal 2022 | Fiscal 2021 | | :--- | :--- | :--- | | Manufacturing | 25.0% | 25.4% | | Testing Services | 33.5% | 24.7% | | Distribution | 17.1% | 17.7% | | Real Estate | (212.0)% | (157.0)% | - General and administrative expenses increased to **$8,361 thousand** from **$6,929 thousand**, primarily due to higher stock option compensation and payroll expenses[142](index=142&type=chunk) Earnings/(Loss) per Share | Earnings/(Loss) per Share | Fiscal 2022 | Fiscal 2021 | | :--- | :--- | :--- | | Basic EPS from continuing operations | $0.61 | $(0.16) | | Diluted EPS from continuing operations | $0.57 | $(0.15) | [Liquidity and Capital Resources](index=34&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity is strong, supported by **$2,123 thousand** in operating cash flow, **$17,273 thousand** working capital, and approximately **$4,575 thousand** in unused credit lines, sufficient for the next 12 months - Net cash provided by operating activities was **$2,123 thousand** for fiscal 2022, an increase from **$1,638 thousand** in the prior year[165](index=165&type=chunk) - Capital expenditures totaled **$1,468 thousand** in Fiscal 2022, up from **$1,112 thousand** in Fiscal 2021, primarily for testing services across Asia[170](index=170&type=chunk) Unused Credit Facilities (as of June 30, 2022, in thousands) | Unused Credit Facilities (as of June 30, 2022, in thousands) | Credit Limitation | Unused Credit | | :--- | :--- | :--- | | Trio-Tech International Pte. Ltd., Singapore | $4,090 | $3,651 | | Universal (Far East) Pte. Ltd., Singapore | $1,076 | $586 | | Trio-Tech Malaysia Sdn. Bhd., Malaysia | $338 | $338 | - An S-3 registration statement filed in December 2021 allows the company to potentially raise up to **$10 million** for capacity expansion and working capital[168](index=168&type=chunk) [Item 9A. Controls and Procedures](index=35&type=section&id=Item%209A.%20Controls%20and%20Procedures) As of June 30, 2022, management concluded that disclosure controls and internal control over financial reporting were effective, with no material changes during Q4 FY2022 - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of June 30, 2022[179](index=179&type=chunk) - Management concluded that internal controls over financial reporting were effective as of June 30, 2022, based on the COSO framework[180](index=180&type=chunk)[184](index=184&type=chunk) - No material changes to internal control over financial reporting occurred during the fourth quarter of Fiscal 2022[185](index=185&type=chunk) Part III [Items 10-14. Directors, Executive Compensation, Security Ownership, and Related Transactions](index=38&type=section&id=Items%2010-14.%20Directors%2C%20Executive%20Compensation%2C%20Security%20Ownership%2C%20and%20Related%20Transactions) Information for Items 10-14, covering directors, executive compensation, and security ownership, is incorporated by reference from the company's Proxy Statement - Information for Items 10-14 is incorporated by reference from the company's definitive Proxy Statement for its 2022 Annual Meeting of Shareholders[190](index=190&type=chunk) Part IV [Item 15. Exhibits and Financial Statement Schedules](index=38&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists financial statements and exhibits filed with the Form 10-K, including governing documents, compensatory plans, and required certifications - The financial statements, including the independent auditors' report, are filed as part of the Annual Report[192](index=192&type=chunk) - Exhibits include Articles of Incorporation, Bylaws, stock plans, employment agreements, and required certifications[198](index=198&type=chunk) Financial Statements and Supplementary Data [Report of Independent Registered Public Accounting Firm](index=42&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) Mazars LLP issued an unqualified opinion on the consolidated financial statements for FY2022 and FY2021, confirming fair presentation in conformity with U.S. GAAP and no critical audit matters - Mazars LLP provided an unqualified audit opinion on the company's consolidated financial statements[204](index=204&type=chunk) - The audit was conducted per PCAOB standards, with no critical audit matters identified[206](index=206&type=chunk)[209](index=209&type=chunk) [Consolidated Financial Statements](index=43&type=section&id=Consolidated%20Financial%20Statements) This section presents the audited consolidated financial statements, including Balance Sheets, Statements of Operations, Shareholders' Equity, and Cash Flows for fiscal years 2022 and 2021 Balance Sheet Highlights (in thousands) | Balance Sheet Highlights (in thousands) | June 30, 2022 | June 30, 2021 | | :--- | :--- | :--- | | Total Current Assets | $29,202 | $23,959 | | Total Assets | $43,421 | $38,306 | | Total Current Liabilities | $11,929 | $8,759 | | Total Liabilities | $15,419 | $12,253 | | Total Shareholders' Equity | $28,002 | $26,053 | Statement of Operations Highlights (in thousands) | Statement of Operations Highlights (in thousands) | Year Ended June 30, 2022 | Year Ended June 30, 2021 | | :--- | :--- | :--- | | Total Revenue | $44,065 | $32,462 | | Gross Margin | $11,733 | $7,670 | | Profit / (Loss) from Operations | $2,353 | $(61) | | Net Income / (Loss) | $2,299 | $(1,155) | | Net Income / (Loss) Attributable to Trio-Tech | $2,395 | $(591) | Cash Flow Highlights (in thousands) | Cash Flow Highlights (in thousands) | Year Ended June 30, 2022 | Year Ended June 30, 2021 | | :--- | :--- | :--- | | Net Cash Provided by Operating Activities | $2,123 | $1,638 | | Net Cash Used in Investing Activities | $(444) | $(567) | | Net Cash Provided by / (Used in) Financing Activities | $911 | $(2) | | Net Increase in Cash | $1,799 | $1,767 | [Notes to Consolidated Financial Statements](index=51&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) These notes provide detailed disclosures on accounting policies, segment performance, customer concentration, revenue recognition, leases, stock compensation, and a **$1,580 thousand** FY2021 impairment charge [Note 9. Other Assets and Note 7. Investment Properties](index=63&type=section&id=Note%209.%20Other%20Assets%20and%20Note%207.%20Investment%20Properties) The company holds investment properties in China, generating **$25 thousand** rental income in FY2022, and recorded a **$1,580 thousand** impairment charge in FY2021 on a Chongqing property project - The company recorded a non-cash impairment charge of **$1,580 thousand** in Q4 fiscal 2021 due to doubtful recovery of a down payment on a Chongqing property project[110](index=110&type=chunk)[309](index=309&type=chunk) - Investment properties in China generated rental income of **$25 thousand** in FY2022 and **$28 thousand** in FY2021[301](index=301&type=chunk) [Note 16. Concentration of Customers](index=70&type=section&id=Note%2016.%20Concentration%20of%20Customers) The company faces significant customer concentration, with two major customers accounting for **40.3%** and **19.4%** of FY2022 revenue and substantial trade receivables Customer Concentration (%) | Customer Concentration (%) | 2022 | 2021 | | :--- | :--- | :--- | | **Revenue** | | | | - Customer A | 40.3% | 37.7% | | - Customer B | 19.4% | 9.7% | | **Trade Account Receivables** | | | | - Customer A | 36.0% | 34.7% | | - Customer B | 24.2% | 11.8% | [Note 17. Business Segments](index=71&type=section&id=Note%2017.%20Business%20Segments) Detailed segment performance for FY2022 shows Testing Services as the largest revenue contributor with a significant profit turnaround, strong growth in Distribution, and stable Manufacturing revenue with declining operating income Segment Performance (FY2022, in thousands) | Segment Performance (FY2022, in thousands) | Net Revenue | Operating Income (Loss) | Total Assets | Capital Expenditures | | :--- | :--- | :--- | :--- | :--- | | Manufacturing | $13,526 | $275 | $14,652 | $116 | | Testing Services | $19,477 | $1,313 | $25,148 | $1,351 | | Distribution | $11,037 | $1,525 | $1,740 | $- | | Real Estate | $25 | $(119) | $1,608 | $1 | | Corporate & Unallocated | $- | $(641) | $273 | $- | [Note 24. Leases](index=84&type=section&id=Note%2024.%20Leases) As of June 30, 2022, the company reported **$3,152 thousand** in operating lease right-of-use assets and **$3,389 thousand** in total lease liabilities, with weighted average remaining terms of 2.83 and 2.02 years for operating and finance leases, respectively Lease Balances (as of June 30, 2022, in thousands) | Lease Balances (as of June 30, 2022, in thousands) | Assets | Liabilities | | :--- | :--- | :--- | | Operating Leases | $3,152 | $3,152 | | Finance Leases | $548 | $237 | | **Total** | **$3,700** | **$3,389** |

Revenue Performance - Trio-Tech International generated approximately 99.9% of its revenue from its three core business segments: manufacturing of test equipment, testing services, and distribution of test equipment during the three months ended March 31, 2022 [178]. - Total revenue increased by $3,026, or 37.3%, to $11,138 for the third quarter of fiscal year 2022 compared to $8,112 for the same period in fiscal year 2021 [218]. - Revenue in the manufacturing segment decreased by $33, or 1.1%, to $3,097 for the third quarter of fiscal year 2022 compared to $3,130 for the same period in fiscal year 2021 [218]. - Testing segment revenue increased by $913, or 26.1%, to $4,417 for the third quarter of fiscal year 2022 compared to $3,504 for the same period in fiscal year 2021 [218]. - Distribution segment revenue increased by $2,153, or 146.8%, to $3,620 for the third quarter of fiscal year 2022 compared to $1,467 for the same period in fiscal year 2021 [218]. - Revenue attributable to the distribution segment increased by $4,248 to $8,038 for the nine months ended March 31, 2022, compared to $3,790 for the same period in the prior fiscal year [229]. - Revenue from the testing segment accounted for 39.6% of total revenue for the three months ended March 31, 2022, representing a decrease of 3.6% compared to 43.2% for the same period in the last fiscal year [225]. - Revenue for the three months ended March 31, 2022, was $3,097 million, a slight decrease from $3,130 million for the same period in 2021 [260]. - Testing segment revenue increased to $13,983 million for the nine months ended March 31, 2022, up from $10,018 million in the same period last year, with a gross margin improvement to 34.6% from 23.6% [289]. - Distribution segment revenue rose to $8,038 million, compared to $3,790 million in the prior year, with income from operations increasing to $1,108 million from $407 million [291]. Financial Position - As of March 31, 2022, the company had cash and cash equivalents and short-term deposits totaling $12,431,000 and an unused line of credit of $5,158,000 [187]. - Total assets increased by $3,497 to $41,803 as of March 31, 2022, compared to $38,306 as of June 30, 2021 [218]. - Total liabilities increased by $1,173 to $13,426 as of March 31, 2022, compared to $12,253 as of June 30, 2021 [218]. - Cash and cash equivalents rose to $7,478 million, reflecting an increase of $1,642 million from $5,836 million as of June 30, 2021 [295]. - Trade accounts receivable increased by $2,292 million to $10,585 million, primarily due to an increase in overall Group's revenue [296]. - Accrued expenses increased by $1,680 million to $5,043 million as of March 31, 2022, mainly due to an increase in accrued purchases and customer deposits [302]. - Operating lease right-of-use assets increased by $725 million to $2,601 million as of March 31, 2022, due to a new lease agreement in the China operation [304]. Profitability and Expenses - Overall gross profit margin decreased by 3.2% to 22.2% for the third quarter of fiscal year 2022 from 25.4% for the same period in fiscal year 2021 [218]. - General and administrative expenses increased by $455, or 23.7%, to $2,378 for the third quarter of fiscal year 2022 from $1,923 for the same period in fiscal year 2021 [218]. - Overall gross margin decreased by 3.2% to 22.2% for the three months ended March 31, 2022, compared to 25.4% for the same period last year [240]. - Gross profit margin in the manufacturing segment decreased by 13.1% to 18.3% for the three months ended March 31, 2022, from 31.4% in the same period last year, resulting in a gross profit decrease of $415 to $567 million [241]. - Gross profit margin in the testing segment increased by 4.0% to 28.3% for the three months ended March 31, 2022, with gross profit rising by $395 to $1,248 million [242]. - General and administrative expenses increased by $1,060 million, or 20.3%, to $6,305 million for the nine months ended March 31, 2022, primarily due to higher payroll-related expenses [273]. - Selling expenses rose by $93 million, or 26.1%, to $449 million for the nine months ended March 31, 2022, driven by increased commission expenses in the manufacturing and distribution segments [274]. Operational Challenges - The company suffered a revenue loss of approximately $260,000 due to a 12-day shutdown of its facility in Tianjin, China, in compliance with local COVID-19 lockdown measures [184]. - The company has implemented various safety measures for employees during the COVID-19 pandemic, including social distancing and wellness screenings [185]. - The company evaluates its long-lived assets for impairment whenever events indicate that the carrying value may not be recoverable [206]. - The semiconductor industry is characterized by rapid technological change, which impacts inventory valuation and necessitates regular reviews of inventory quantities [195]. - The company’s operations are classified as part of the global supply chain and essential businesses in many jurisdictions [185]. Net Income and Loss - Loss from operations increased to $130 million for the three months ended March 31, 2022, compared to a loss of $65 million for the same period last year [249]. - Interest expense increased by $6, or 24.0%, to $31 million for the three months ended March 31, 2022, compared to $25 million for the same period in 2021 [250]. - Other income decreased by $146 million from $273 million to $127 million for the three months ended March 31, 2022, primarily due to a decrease in government grants [251]. - Net loss attributable to common shareholders was $167 million for the three months ended March 31, 2022, a change of $345 million from a net income of $178 million for the same period last year [256]. - Basic earnings per share from continuing operations were negative $0.04 for the three months ended March 31, 2022, compared to $0.05 for the same period last year [257]. - The share of net loss from subsidiaries by noncontrolling interest decreased to $37 million for the three months ended March 31, 2022, from $112 million for the same period last year [255]. - Income from operations improved to $1,496 million for the nine months ended March 31, 2022, compared to a loss of $429 million in the same period of the last fiscal year [275]. - Net income attributable to common shareholders was $1,605 million for the nine months ended March 31, 2022, an increase of $1,200 million compared to $405 million for the same period in the last fiscal year [283]. - Basic earnings per share from continuing operations increased to $0.40 for the nine months ended March 31, 2022, compared to $0.11 for the same period in the last fiscal year [284]. Future Outlook - The company believes its existing cash balances and credit sources are sufficient to fund operations for the foreseeable future [187]. - The company filed an S3 registration statement to potentially raise $10,000 million for expansion of testing capacity and working capital [308].

For the Quarterly Period Ended December 31, 2021 OR ☐ 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 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 (Exact name of Registrant as specified in its Charter) California 95-2086631 (State or other jurisdi ...

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, 2021 OR ☐ 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) (State or other jurisdiction of (I.R.S. Employer inc ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2021 OR ☐ 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) (State or other jurisdiction of (I.R.S. Employer incorpor ...