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 ...

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 March 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 (Exact name of Registrant as specified in its Charter) California 95-2086631 (State or other jurisdicti ...

[Part I. Financial Information](index=5&type=section&id=Part%20I.%20Financial%20Information) This section provides the unaudited condensed consolidated financial statements and related disclosures for Trio-Tech International [Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements for Trio-Tech International as of and for the periods ended December 31, 2020, including balance sheets, statements of operations, equity, cash flows, and detailed notes [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheet shows an increase in total assets to **$38.36 million** as of December 31, 2020, from **$35.66 million** as of June 30, 2020, primarily driven by an increase in trade accounts receivable Condensed Consolidated Balance Sheet Highlights (in thousands) | | Dec 31, 2020 | June 30, 2020 | | :--- | :--- | :--- | | **Total Current Assets** | $22,150 | $20,200 | | **Total Assets** | $38,363 | $35,660 | | **Total Current Liabilities** | $8,192 | $7,243 | | **Total Liabilities** | $11,815 | $10,514 | | **Total Equity** | $26,548 | $25,146 | [Condensed Consolidated Statements of Operations and Comprehensive Income](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Income) For the three months ended December 31, 2020, total revenue was **$8.2 million** and net income was **$235 thousand**, a decline from the prior year, with a similar trend for the six-month period Three Months Ended Dec 31, 2020 vs 2019 (in thousands, except EPS) | Metric | Q2 2021 (ended Dec 31, 2020) | Q2 2020 (ended Dec 31, 2019) | | :--- | :--- | :--- | | **Total Revenue** | $8,201 | $8,962 | | **Gross Margin** | $1,870 | $1,905 | | **(Loss) from Operations** | $(37) | $(173) | | **Net Income Attributable to Shareholders** | $235 | $426 | | **Diluted EPS** | $0.06 | $0.11 | Six Months Ended Dec 31, 2020 vs 2019 (in thousands, except EPS) | Metric | H1 2021 (ended Dec 31, 2020) | H1 2020 (ended Dec 31, 2019) | | :--- | :--- | :--- | | **Total Revenue** | $15,042 | $18,785 | | **Gross Margin** | $3,388 | $4,157 | | **(Loss) / Income from Operations** | $(364) | $49 | | **Net Income Attributable to Shareholders** | $227 | $699 | | **Diluted EPS** | $0.06 | $0.19 | [Condensed Consolidated Statements of Shareholders' Equity](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Shareholders'%20Equity) For the six months ended December 31, 2020, total equity increased from **$25.15 million** to **$26.55 million**, primarily due to a **$1.56 million** positive foreign currency translation adjustment and **$227 thousand** net income Changes in Shareholders' Equity (Six months ended Dec 31, 2020, in thousands) | Description | Amount | | :--- | :--- | | **Balance at June 30, 2020** | $25,146 | | Net income/(loss) | $(115) | | Translation adjustment | $1,583 | | Exercise of stock option | $101 | | Dividend declared by subsidiary | $(182) | | **Balance at Dec. 31, 2020** | $26,548 | [Condensed Consolidated Statements of Cash Flows](index=11&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended December 31, 2020, net cash provided by operating activities was **$315 thousand**, a sharp decrease from **$1.57 million** in the prior-year period, mainly due to lower net income and increased trade accounts receivable Consolidated Cash Flows (Six months ended Dec 31, in thousands) | Cash Flow Activity | 2020 | 2019 | | :--- | :--- | :--- | | **Net Cash Provided by Operating Activities** | $315 | $1,573 | | **Net Cash Used in Investing Activities** | $(106) | $(2,116) | | **Net Cash (Used in)/ Provided by Financing Activities** | $(357) | $395 | | **Net Increase/(Decrease) in Cash** | $412 | $(110) | [Notes to Condensed Consolidated Financial Statements](index=13&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations of the company's accounting policies and financial statement line items, covering segments, leases, stock options, and commitments, including the receipt of a **$121 thousand** PPP loan - The company conducts business in four segments: Manufacturing, Testing Services, Distribution, and Real Estate, with subsidiaries in the U.S., Singapore, Malaysia, Thailand, and China[26](index=26&type=chunk) - As of December 31, 2020, the company had **$696 thousand** of remaining performance obligations, with approximately **66.7%** expected to be recognized as revenue over the next two years[104](index=104&type=chunk) - In May 2020, the Company received a Paycheck Protection Program (PPP) loan of approximately **$121 thousand**, which it accounted for as a financial liability[154](index=154&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=40&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations%20(MD%26A)) Management discusses the company's financial performance for the second quarter and first half of fiscal 2021, covering COVID-19 impact, segment results, and financial condition, noting revenue declines offset by manufacturing growth and government assistance [Overview and COVID-19 Impact](index=40&type=section&id=Overview%20and%20COVID-19%20Impact) The company provides reliability test equipment and services to the semiconductor industry, with COVID-19 negatively impacting testing volumes and distribution orders, mitigated by safety measures and government assistance including a **$121 thousand** PPP loan and **$243 thousand** in grants - The company's three core segments (Manufacturing, Testing, Distribution) generated **99.9%** of revenue in the second quarter of fiscal 2021[160](index=160&type=chunk) - The most significant near-term impacts of COVID-19 are declines in testing services volume, distribution orders, and delays in manufacturing deliveries[167](index=167&type=chunk) - The company received **$243 thousand** in government grants from Singapore and Malaysia and a **$121 thousand** PPP loan in the U.S. to mitigate the pandemic's impact[168](index=168&type=chunk) [Comparison of the Three Months Ended December 31, 2020 and 2019](index=46&type=section&id=Comparison%20of%20the%20Three%20Months%20Ended%20December%2031,%202020%20and%202019) For Q2 FY2021, total revenue decreased **8.5%** to **$8.2 million** due to drops in Distribution and Testing, partially offset by Manufacturing growth, while gross margin improved to **22.8%** and operating loss narrowed due to cost controls Revenue by Segment - Q2 FY2021 vs Q2 FY2020 (in thousands) | Segment | Q2 2021 | Q2 2020 | Change (%) | | :--- | :--- | :--- | :--- | | Manufacturing | $3,569 | $3,045 | +17.2% | | Testing Services | $3,560 | $3,887 | -8.4% | | Distribution | $1,065 | $2,014 | -47.1% | | **Total** | **$8,201** | **$8,962** | **-8.5%** | - Overall gross margin increased to **22.8%** from **21.3%** YoY, driven by a better product mix in the Distribution segment and cost controls in the Testing segment[198](index=198&type=chunk)[200](index=200&type=chunk)[201](index=201&type=chunk) - Operating expenses decreased by **$171 thousand** YoY, primarily due to lower general, administrative, and selling expenses resulting from cost-saving measures and reduced travel during the pandemic[203](index=203&type=chunk)[204](index=204&type=chunk) [Comparison of the Six Months Ended December 31, 2020 and 2019](index=51&type=section&id=Comparison%20of%20the%20Six%20Months%20Ended%20December%2031,%202020%20and%202019) For H1 FY2021, total revenue decreased **19.9%** to **$15.0 million** across all segments, resulting in an operating loss of **$364 thousand** compared to prior year's operating income, with net income falling to **$227 thousand** Revenue by Segment - H1 FY2021 vs H1 FY2020 (in thousands) | Segment | H1 2021 | H1 2020 | Change (%) | | :--- | :--- | :--- | :--- | | Manufacturing | $6,194 | $6,362 | -2.6% | | Testing Services | $6,514 | $8,277 | -21.3% | | Distribution | $2,323 | $4,113 | -43.5% | | **Total** | **$15,042** | **$18,785** | **-19.9%** | - The company swung to an operating loss of **$364 thousand** from an operating income of **$49 thousand** YoY, mainly due to the decrease in gross profit from lower revenues[228](index=228&type=chunk) - Other income increased by **$204 thousand** to **$354 thousand**, primarily due to receiving **$260 thousand** in government grants related to COVID-19 relief[230](index=230&type=chunk)[231](index=231&type=chunk) [Financial Condition and Liquidity](index=56&type=section&id=Financial%20Condition%20and%20Liquidity) As of December 31, 2020, total assets increased to **$38.4 million** and liabilities to **$11.8 million**, while cash provided by operating activities significantly decreased to **$315 thousand** from **$1.57 million**, though liquidity is deemed sufficient - Total assets increased by **$2.7 million** to **$38.4 million** between June 30, 2020, and December 31, 2020[244](index=244&type=chunk) - The number of days' sales outstanding (DSO) in accounts receivables increased to **88 days** from **67 days** at the end of the last fiscal year, indicating slower collections[246](index=246&type=chunk) - Net cash provided by operating activities decreased by **$1.26 million** to **$315 thousand** for the six months ended Dec 31, 2020, compared to the same period last year[256](index=256&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=58&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company states that this item is not applicable, indicating no material changes to its market risk disclosures from the last annual report on Form 10-K - The company has marked this section as "Not applicable"[261](index=261&type=chunk) [Controls and Procedures](index=58&type=section&id=Item%204.%20Controls%20and%20Procedures) The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of December 31, 2020, while the company continues its multi-year ERP system implementation, with Tianjin and Suzhou operations successfully transitioned in Q2 FY2021 - The CEO and CFO concluded that disclosure controls and procedures were effective as of December 31, 2020[262](index=262&type=chunk) - The company is implementing a new ERP system in phases. The Tianjin and Suzhou operations transitioned to the new system in Q2 FY2021[265](index=265&type=chunk) [Part II. Other Information](index=59&type=section&id=Part%20II.%20Other%20Information) This section addresses other required disclosures, including no material legal proceedings or changes to risk factors, and details on dividend payment restrictions from subsidiaries [Other Information Items](index=59&type=section&id=Other%20Information%20Items) This section addresses other required disclosures, reporting no material legal proceedings, no changes to risk factors, and no defaults upon senior securities, while also detailing dividend payment restrictions from Malaysian and Singaporean subsidiaries and listing exhibits - The company reports that there are no material legal proceedings, risk factors updates, or defaults upon senior securities to disclose[268](index=268&type=chunk)[269](index=269&type=chunk)[270](index=270&type=chunk) - Dividend payments from Malaysian and Singaporean subsidiaries are restricted by local regulations regarding retained earnings, tax credits, and, in Malaysia, Central Bank authorization for overseas cash movements[269](index=269&type=chunk) - A list of exhibits filed with the report includes officer certifications (Rule 13a-14(a) and Section 1350) and XBRL data files[273](index=273&type=chunk)

FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2020 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) California 95-2086631 (State or other jurisd ...

Table of Contents 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, 2020 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) California 95-2086631 (State or other j ...