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~~December 31, 2022

☐ 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~~

On 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~~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~~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 ~~May~~February 1, ~~2022,~~2023, there were ~~4,029,180~~4,076,680 shares of the issuer’s Common Stock, no par value, outstanding.

~~Table of Contents~~

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.

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

	March 31, 2022		June 30, 2021		December 31, 2022		June 30, 2022
	(Unaudited)				(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	7,478	$	5,836	$	6,379	$	7,698
Short-term deposits		4,953		6,651		4,995		5,420
Trade accounts receivable, less allowance for doubtful accounts of $253 and $311, respectively		10,585		8,293
Trade accounts receivable, less allowance for doubtful accounts of $220 and $243, respectively						13,332		11,592
Other receivables		735		325		728		998
Contract assets		594		337
Inventories, less provision for obsolete inventories of $709 and $679, respectively		2,272		2,080
Inventories, less provision for obsolete inventories of $649 and $674, respectively						3,219		2,258
Prepaid expenses and other current assets		732		418		610		1,215
Financed sales receivable		21		19		21		21
Restricted term deposit						747		-
Total current assets		27,370		23,959		30,031		29,202
NONCURRENT ASSETS:
NON-CURRENT ASSETS:
Deferred tax assets		189		217		93		169
Investment properties, net		636		681		533		585
Property, plant and equipment, net		9,107		9,531		11,070		8,481
Operating lease right-of-use assets		2,602		1,876		2,580		3,152
Other assets		141		262		141		137
Financed sales receivable						6		17
Restricted term deposits		1,735		1,741		1,742		1,678
Financed sales receivable		23		39
Total noncurrent assets		14,433		14,347
Total non-current assets						16,165		14,219
TOTAL ASSETS	$	41,803	$	38,306	$	46,196	$	43,421

LIABILITIES
CURRENT LIABILITIES:
Lines of credit	$	523	$	72	$	-	$	929
Accounts payable		2,220		3,702		3,067		2,401
Accrued expenses		3,870		2,690		6,807		6,004
Contract liabilities		1,172		673
Income taxes payable		476		314		461		787
Current portion of bank loans payable		493		439		511		472
Current portion of finance leases		136		197		101		118
Current portion of operating leases		758		672		1,140		1,218
Total current liabilities		9,648		8,759		12,087		11,929
NONCURRENT LIABILITIES:
NON-CURRENT LIABILITIES:
Bank loans payable, net of current portion		1,470		1,621		1,185		1,272
Finance leases, net of current portion		152		253		69		119
Operating leases, net of current portion		1,844		1,204		1,440		1,934
Income taxes payable, net of current portion		281		385		255		137
Other noncurrent liabilities		31		31
Total noncurrent liabilities		3,778		3,494
Deferred tax liabilities						15		-
Other non-current liabilities						1,172		28
Total non-current liabilities						4,136		3,490
TOTAL LIABILITIES	$	13,426	$	12,253	$	16,223	$	15,419

EQUITY
TRIO-TECH INTERNATIONAL’S SHAREHOLDERS’ EQUITY:
Common stock, no par value, 15,000,000 shares authorized; 4,029,180 shares issued outstanding as at March 31, 2022 and 3,913,055 shares as at June 30, 2021, respectively	$	12,607	$	12,178
Common stock, no par value, 15,000,000 shares authorized; 4,076,680 and 4,071,680 shares issued outstanding as at December 31 and June 30, 2022, respectively					$	12,769		12,750
Paid-in capital		4,692		4,233		4,762		4,708
Accumulated retained earnings		8,429		6,824		10,608		9,219
Accumulated other comprehensive income-translation adjustments		2,392		2,399		1,494		1,197
Total Trio-Tech International shareholders’ equity		28,120		25,634
Noncontrolling interest		257		419
Total Trio-Tech International shareholders’ equity						29,633		27,874
Non-controlling interest						340		128
TOTAL EQUITY	$	28,377	$	26,053	$	29,973	$	28,002
TOTAL LIABILITIES AND EQUITY	$	41,803	$	38,306	$	46,196	$	43,421

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

	Three Months Ended						Nine Months Ended						Three Months Ended						Six Months Ended
	Mar. 31,			Mar. 31,			Mar. 31,			Mar. 31,			Dec. 31,			Dec. 31,			Dec. 31,			Dec. 31,
	2022			2021			2022			2021			2022			2021			2022			2021
Revenue
Manufacturing	$	3,097		$	3,130		$	10,187		$	9,324		$	5,044		$	3,528		$	8,629		$	7,090
Testing services		4,417			3,504			13,983			10,018			5,648			4,966			12,012			9,566
Distribution		3,620			1,467			8,038			3,790			1,694			2,420			3,676			4,418
Real estate		4			11			23			22			4			8			12			19
		11,138			8,112			32,231			23,154			12,390			10,922			24,329			21,093
Cost of Sales
Cost of manufactured products sold		2,530			2,148			7,838			6,855			3,849			2,874			6,374			5,308
Cost of testing services rendered		3,169			2,651			9,141			7,651			3,747			3,089			7,873			5,972
Cost of distribution		2,945			1,234			6,651			3,142			1,441			2,050			3,089			3,706
Cost of real estate		20			19			58			58			18			19			36			38
		8,664			6,052			23,688			17,706			9,055			8,032			17,372			15,024

Gross Margin		2,474			2,060			8,543			5,448			3,335			2,890			6,957			6,069

Operating Expenses:
General and administrative		2,378			1,923			6,305			5,245			1,919			1,947			4,224			3,927
Selling		146			123			449			356			193			156			366			303
Research and development		80			79			293			277			151			131			224			213
Gain on disposal of property, plant and equipment		0			0			0			(1	)
Loss on disposal of property, plant and equipment														3			-			7			-
Total operating expenses		2,604			2,125			7,047			5,877			2,266			2,234			4,821			4,443

(Loss)/ Income from Operations		(130	)		(65	)		1,496			(429	)
Income from Operations														1,069			656			2,136			1,626

Other Income / (Expenses)
Other (Expenses) /Income
Interest expenses		(31	)		(25	)		(87	)		(96	)		(10	)		(28	)		(54	)		(56	)
Other income, net		127			273			669			627			(243	)		381			(64	)		542
Total other income		96			248			582			531
Total other (expenses) / income														(253	)		353			(118	)		486

(Loss) / Income from Continuing Operations before Income Taxes		(34	)		183			2,078			102
Income from Continuing Operations before Income Taxes														816			1,009			2,018			2,112

Income Tax Expenses		(170	)		(118	)		(503	)		(125	)		(241	)		(153	)		(466	)		(333	)

(Loss) / Income from continuing operations before non-controlling interest, net of tax		(204	)		65			1,575			(23	)
Income from Continuing Operations before Non-controlling Interest, Net of Tax														575			856			1,552			1,779

Discontinued Operations
Income / (loss) from discontinued operations, net of tax		0			1			5			(26	)
NET (LOSS) / INCOME		(204	)		66			1,580			(49	)
(Loss) / Income from discontinued operations, net of tax														(10	)		-			(9	)		5
NET INCOME														565			856			1,543			1,784

Less: net income / (loss) attributable to noncontrolling interest		(37	)		(112	)		(25	)		(454	)
Net (Loss) / Income Attributable to Trio-Tech International Common Shareholders	$	(167	)	$	178		$	1,605		$	405
Less: net income attributable to non-controlling interest														58			1			154			12
Net Income Attributable to Trio-Tech International Common Shareholders													$	507		$	855		$	1,389		$	1,772

Amounts Attributable to Trio-Tech International Common Shareholders:
(Loss) / Income from continuing operations, net of tax		(167	)		177			1,603			418
Income / (Loss) from discontinued operations, net of tax		0			1			2			(13	)
Net (Loss) / Income Attributable to Trio-Tech International Common Shareholders	$	(167	)	$	178		$	1,605		$	405
Income from continuing operations, net of tax														512			856			1,394			1,770
(Loss) / Income from discontinued operations, net of tax														(5	)		(1	)		(5	)		2
Net Income Attributable to Trio-Tech International Common Shareholders													$	507		$	855		$	1,389		$	1,772

Basic (Loss) / Earnings per Share:
Basic (loss) / earnings per share from continuing operations attributable to Trio-Tech International	$	(0.04	)	$	0.05		$	0.40		$	0.11
Basic Earnings per Share:
Basic earnings per share from continuing operations attributable to Trio-Tech International													$	0.12		$	0.22		$	0.34		$	0.46
Basic earnings per share from discontinued operations attributable to Trio-Tech International	$	0		$	0		$	0		$	0		$	-		$	-		$	-		$	-
Basic (Loss) / Earnings per Share from Net Income Attributable to Trio-Tech International	$	(0.04	)	$	0.05		$	0.40		$	0.11

Diluted (Loss) / Earnings per Share:
Diluted (loss) / earnings per share from continuing operations attributable to Trio-Tech International	$	(0.04	)	$	0.04		$	0.38		$	0.10
Basic Earnings per Share from Net Income Attributable to Trio-Tech International													$	0.12		$	0.22		$	0.34		$	0.46
Diluted Earnings per Share:
Diluted earnings per share from continuing operations attributable to Trio-Tech International													$	0.12		$	0.20		$	0.33		$	0.43
Diluted earnings per share from discontinued operations attributable to Trio-Tech International	$	0		$	0		$	0		$	0		$	-		$	-		$	-		$	-
Diluted (Loss) / Earnings per Share from Net Income Attributable to Trio-Tech International	$	(0.04	)	$	0.04		$	0.38		$	0.10
Diluted Earnings per Share from Net Income Attributable to Trio-Tech International													$	0.12		$	0.20		$	0.33		$	0.43

Weighted average number of common shares outstanding
Basic		3,949			3,913			3,949			3,913			4,074			3,923			4,074			3,923
Dilutive effect of stock options		272			133			191			117			88			319			86			206
Number of shares used to compute earnings per share diluted		4,221			4,046			4,140			4,030			4,162			4,242			4,160			4,129

CONDENSED CONSOLIDATED STATEMENTS OF ~~COMPREHENSIVE INCOME / (LOSS)~~SHAREHOLDERS' EQUITY

Three Months Ended
Nine Months Ended

Mar. 31,

Mar. 31,

Mar. 31,
Mar. 31,

2022

2021

2022
2021
Comprehensive Income Attributable to Trio-Tech International Common Shareholders:

Net (loss) / income
$ (204 ) $ 66 $ 1,580 $ (49 )
Foreign currency translation, net of tax
16 (468 ) (22 ) 1,115
Comprehensive (Loss) / Income
(188 ) (402 ) 1,558 1,066
Less: comprehensive loss attributable to noncontrolling interest
(46 ) (136 ) (40 ) (455 )
Comprehensive (Loss) / Income Attributable to Trio-Tech International Common Shareholders
$ (142 ) $ (266 ) $ 1,598 $ 1,521

	Common Stock				Paid-in		Accumulated Retained		Accumulated Other Comprehensive		Non- controlling
	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
Stock option expenses		-		-		54		-		-		-		54
Net income		-		-		-		1,389		-		154		1,543
Exercise of stock option		5		19		-		-		-		-		19
Translation adjustment		-		-		-		-		297		58		355
Balance at Dec. 31, 2022		4,077		12,769		4,762		10,608		1,494		340		29,973

	Common Stock				Paid-in		Accumulated Retained		Accumulated Other Comprehensive			Non- controlling
	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
Stock option expenses		-		-		22		-		-			-			22
Net income		-		-		-		1,772		-			12			1,784
Dividend declared by subsidiary		-		-		-		-		-			(119	)		(119	)
Exercise of stock option		41		118		-		-		-			-			118
Translation adjustment		-		-		-				(32	)		(6	)		(38	)
Balance at Dec. 31, 2021		3,954		12,296		4,255		8,596		2,367			306			27,820

Common
Stock

Paid-in

Accumulated Retained

Accumulated Other
Comprehensive

Non- controlling

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
Stock option expenses
- 0 459 0 0 0 459
Net income / (loss)
- 0 0 1,605 0 (25
)
1,580
Dividend declared by subsidiary
- 0 0 0 0 (122
)
(122
)
Exercise of stock option
116 429 0 0 0 0 429
Translation adjustment
- 0 0 0 (7
)
(15
)
(22
)
Balance at Mar. 31, 2022
4,029 12,607 4,692 8,429 2,392 257 28,377

Common
Stock

Paid-in

Accumulated Retained

Accumulated Other
Comprehensive

Non- controlling

Shares

Amount

Capital

Earnings

Income

Interest

Total

$

$

$

$

$

$

Balance at June 30, 2020
3,673 11,424 3,363 8,036 1,143 1,180 25,146
Stock option expenses
- 0 144 0 0 0 144
Net income / (loss)
- 0 0 405 0 (454
)
(49
)
Dividend declared by subsidiary
- 0 0 0 0 (189
)
(189
)
Exercise of stock option
240 754 0 0 0 0 754
Translation adjustment
- 0 0 0 1,116 (1
)
1,115
Balance at Mar. 31, 2021
3,913 12,178 3,507 8,441 2,259 536 26,921

	Nine Months Ended						Six Months Ended
	Mar. 31,			Mar. 31,			Dec. 31,			Dec. 31,
	2022			2021			2022			2021
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Cash Flow from Operating Activities
Net income / (loss)	$	1,580		$	(49	)
Adjustments to reconcile net income to net cash flow provided by operating activities
Net income							$	1,543		$	1,784
Adjustments to reconcile net income/(loss) to net cash flow provided by operating activities
Depreciation and amortization		2,263			2,224			2,143			1,502
Stock compensation		459			144
Addition / (reversal) of provision for obsolete inventories		25			(2	)
Bad debt recovery, net of allowance charged		(61	)		(15	)
Accrued interest expense, net (accrued interest income)		85			(18	)
(Reversal) / Addition of provision for obsolete inventories								(41	)		26
Stock option expense								54			22
Bad debt provision								(17	)		(62	)
Accrued interest expense, net accrued interest income								(8	)		51
Payment of interest portion of finance lease		(20	)		(32	)		(6	)		(13	)
Gain on sale of property, plant and equipment		0			(1	)
Dividend income		0			(32	)
Dividend received		0			32
Reversal of income tax provision		(18	)		0
Deferred tax benefit		(7	)		(70	)
Loss on sale of property, plant and equipment - continuing operations								8			-
Warranty recovery, net								2			-
Deferred tax expense								94			62
Changes in operating assets and liabilities, net of acquisition effects
Trade accounts receivable		(2,214	)		(1,013	)		(1,507	)		(1,501	)
Other receivables		(688	)		320			60			(1,725	)
Other assets		134			(33	)		(4	)		125
Inventories		(233	)		(624	)		(821	)		(525	)
Prepaid expenses and other current assets		(312	)		(76	)		588			(79	)
Accounts payable and accrued expenses		242			754			1,338			1,638
Income taxes payable		145			(44	)		(197	)		2
Other non-current liabilities								1,144			-
Operating lease liabilities		(801	)		(565	)		(594	)		(470	)
Net Cash Provided by Operating Activities		579			900		$	3,779		$	837

Cash Flow from Investing Activities
Proceeds from disposal of property, plant and equipment					-
Proceeds from sale of asset held for sale					-
Withdrawal of unrestricted deposit		3,761			1,166
Withdrawal from unrestricted term deposits, net								2,841			1,957
Investment in unrestricted term deposits, net		(2,079	)		(1,370	)		(2,275	)		(320	)
Additions to property, plant and equipment		(1,144	)		(621	)		(3,994	)		(795	)
Net Cash Provided by/ (Used in) Investing Activities		538			(825	)
Net Cash (Used in) / Provided by Investing Activities								(3,428	)		842

Cash Flow from Financing Activities
Payment on lines of credit		(1,025	)		(174	)		(1,402	)		(546	)
Payment of bank loans		(322	)		(296	)		(234	)		(216	)
Payment of principal portion of finance leases		(168	)		(192	)
Dividends paid to noncontrolling interest		(122	)		(189	)
Proceeds from bank loan		255			189
Proceeds from exercise stock options		429			754
Payment of finance leases								(67	)		(106	)
Dividends paid to non-controlling interest								-			(119	)
Proceeds from exercising stock options								19			118
Proceeds from lines of credit		1,463			187			476			942
Proceeds from principal of finance leases		-			-
Net Cash Provided by Financing Activities		510			279
Proceeds from bank loans								176			-
Net Cash (Used in) / Provided by Financing Activities								(1,032	)		73

Effect of Changes in Exchange Rate		9			753			173			(68	)

Net Increase in Cash, Cash Equivalents, and Restricted Cash		1,636			1,107
Net (Decrease) / Increase in Cash, Cash Equivalents, and Restricted Cash								(508	)		1,684
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period		7,577			5,810			9,376			7,577
Cash, Cash Equivalents, and Restricted Cash at end of Period	$	9,213		$	6,917
Cash, Cash Equivalents, and Restricted Cash at End of Period							$	8,868		$	9,261

Supplementary Information of Cash Flows
Cash paid during the period for:
Interest	$	84		$	69		$	53		$	56
Income taxes	$	342		$	203		$	346		$	281

Reconciliation of Cash, Cash Equivalents, and Restricted Cash
Cash		7,478			5,178			6,379			7,526
Restricted Term-Deposits in Noncurrent Assets		1,735			1,739
Total Cash, Cash Equivalents, and Restricted Cash Shown in the Statements of Cash Flows	$	9,213		$	6,917
Restricted Term-Deposits in Current Assets								747			-
Restricted Term-Deposits in Non-Current Assets								1,742			1,735
Total Cash, Cash Equivalents, and Restricted Cash Shown in Statements of Cash Flows							$	8,868		$	9,261

~~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 ~~noncurrent~~current and non-current depending on whether they relate to long term or short-term obligations. Restricted deposit of $747 is classified as current assets as it relates to short-term trade financing. On the other hand, restricted deposits of $1,742 is classified as non-current assets as they relate to long-term obligations and will become unrestricted only upon discharge of the obligations.

Trio-Tech International ~~(“the Company”~~(the “Company”, or “TTI” ~~hereafter)~~) was incorporated in fiscal year ended June 30, 1958under 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.~~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 ~~third~~second quarter of the fiscal year ended ~~2022,~~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:

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.~~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~~Annual Report for the fiscal year ended June 30, ~~2021.~~ 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.

~~Certain accounting matters that generally require consideration~~The results of ~~forecasted financial information were assessed regarding impacts from the COVID-~~19 ~~pandemic as of~~ ~~March 31, 2022,~~ ~~and through the Quarterly Report dated~~ ~~May 16, 2022~~ ~~using reasonably available information as of those dates. Those accounting matters assessed included, but were~~ ~~not~~ ~~limited to, allowance for doubtful accounts, the carrying value of long-lived tangible assets and the valuation allowances for tax assets. While the assessments resulted in~~ no ~~material impacts to the consolidated financial statements as of and for the quarter ended~~ ~~March 31, 2022,~~ ~~the Company believes the full impact of the pandemic remains uncertain and the Company will continue to assess if ongoing developments related to the pandemic~~ ~~may~~ ~~cause future material impacts to our consolidated financial statements. As of~~ ~~March 31, 2022,~~ the Company had cash and cash equivalents and short-term deposits totaling $12,431 and unused lines of credit of $5,158. We finance operations primarily through our existing cash balances, cash collected from operations, bank borrowings and capital lease financing. We believe these sources are sufficient to fund our operations for the ~~foreseeable future. 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, 2021.~~

The Company’s core businesses — testing services, manufacturing and distribution — operate in a volatile industry, whereby its average selling prices and product costs are influenced by competitive factors. These factors create pressures on sales, costs, earnings and cash flows, which will impact liquidity.

~~All dollar amounts in the consolidated financial statements and in the notes herein are presented in thousands of United States dollars (~~~~US$’000~~~~) unless otherwise designated.~~

~~Liquidity~~ ~~— The Company earned net income attributable to common shareholders of $1,605 and earned net income attributable to common shareholders of $405 for the~~ ~~nine~~six months ended ~~March~~December 31, 2022 ~~and~~are ~~March 31, 2021,~~ not~~respectively.~~ necessarily indicative of the results that may be expected for any other interim period or for the full year ending June 30, 2023.

~~Foreign Currency Translation and Transactions~~— The U.S. dollar is the functional currency of the U.S. parent company. The Singapore dollar, the national currency of Singapore, is the primary currency of the economic environment in which the operations in Singapore are conducted. The Company also has business entities in Malaysia, Thailand, China and Indonesia of which the Malaysian ringgit (“RM”), Thai baht, Chinese renminbi (“RMB”) and Indonesian rupiah, are the national currencies. The Company uses the U.S. dollar for financial reporting purposes.

The Company translates assets and liabilities of its subsidiaries outside the U.S. into U.S. dollars using the rate of exchange prevailing at the period end, and the consolidated statements of operations and comprehensive income or loss is translated at average rates during the reporting period. Adjustments resulting from the translation of the subsidiaries’ financial statements from foreign currencies into U.S. dollars are recorded in shareholders' equity as part of accumulated other comprehensive gain - translation adjustments. Gains or losses resulting from transactions denominated in currencies other than functional currencies of the Company’s subsidiaries are reflected in income for the reporting period.

Use of Estimates — The preparation of consolidated financial statements in conformity with ~~accounting principles generally accepted in the United States of America~~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.

~~Revenue Recognition~~Significant Accounting Policies. ~~— The Company follows ASU~~ ~~No.~~~~2014~~-~~09,~~ ~~ASC Topic~~ ~~606,~~~~Revenue from Contracts with Customers~~ ~~(“ASC Topic~~ ~~606”~~~~). This standard update outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers.~~

~~We apply a~~ ~~five~~~~-step approach as defined in ASC Topic~~ ~~606~~ ~~in determining the amount and timing of revenue to be recognized: (~~1~~) identifying the contract with customer; (~~2~~) identifying the performance obligations in the contracts; (~~3~~) determining the transaction price; (~~4~~) allocating the transaction price to the performance obligations in the contract; and (~~5~~) recognizing revenue when the corresponding performance obligation is satisfied.~~

Revenue derived from testing services is recognized when testing services are rendered. Revenue generated from sale of products in the manufacturing and distribution segments are recognized when persuasive evidence of an arrangement exists, delivery of the products has occurred, customer acceptance has been obtained (which means the significant risks and rewards of ownershipThere have been ~~transferred~~no material changes to ~~the customer), the price is fixed or determinable~~our significant accounting policies summarized in Note 1 “Basis of Presentation and ~~collectibility is reasonably assured. Certain customers can request~~Summary of Significant Accounting Policies” to our consolidated Financial Statements included in our Annual Report on Form 10-K for installation and training services to be performed for certain products sold in the manufacturing segment. These services are mainly for helping customers with the test runs of the machines sold and are considered a separate performance obligation. Such services can be provided by other entities as well and these doFiscal ~~not~~ ~~significantly modify the product. The Company recognizes the revenue at a point in time when the Company has satisfied its performance obligation.~~

~~In the real estate segment: (~~1) revenue from property development is earned and recognized on the earlier of the dates when the underlying property is sold or upon the maturity of the agreement; if this amount is uncollectible, the agreement empowers the repossession of the property, and (2) rental revenue is recognized on a straight-line basis over the terms of the respective leases. This means that, with respect to a particular lease, actual amounts billed in accordance with the lease during any given period ~~may~~ be higher or lower than the amount of rental revenue recognized for the period. Straight-line rental revenue is commenced when the tenant assumes possession of the leased premises. Accrued straight-line rents receivable represents the amount by which straight-line rental revenue exceeds rents currently billed in accordance with lease agreements.

~~GST / Indirect Taxes~~ —The Company’s policy is to present taxes collected from customers and remitted to governmental authorities on a net basis. The Company records the amounts collected as a current liability and relieves such liability upon remittance to the taxing authority without impacting revenues or expenses.

~~Trade Accounts Receivables and Allowance for Doubtful Accounts~~ —During the normal course of business, the Company extends unsecured credit to its customers in all segments. Typically, credit terms require payment to be made between 30 to 90 days from the date of the sale. The Company generally does ~~not~~ ~~require collateral from our customers.~~

The Company’s management considers the following factors when determining the collectibility of specific customer accounts: customer creditworthiness, past transaction history with the customer, current economic industry trends, and changes in customer payment terms. The Company includes any account balances that are determined to be uncollectible, along with a general reserve, in the overall allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. Based on the information available to management, the Company believed that its allowance for doubtful accounts was adequate as of ~~March 31, 2022,~~ ~~and~~ ~~June 30, 2021.~~2022.

~~Warranty Costs~~ —~~The Company provides for the estimated costs that~~ ~~may~~ be incurred under its warranty program at the time the sale is recorded in its manufacturing segment. The Company estimates 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.

~~Cash and Cash Equivalents~~ —~~The Company considers all highly liquid investments with an original maturity of~~ ~~three~~ ~~months or less when purchased to be cash equivalents.~~

~~Term Deposits~~ —~~Term deposits consist of bank balances and interest-bearing deposits having maturities of~~ ~~three~~ to ~~six~~ ~~months.~~

~~Restricted Term Deposits~~ — The Company held certain term deposits in the Singapore and Malaysia operations which were considered restricted, as they were held as security against certain facilities granted by the financial institutions

~~Inventories~~ ~~— Inventories in the Company’s manufacturing and distribution segments, consisting principally of raw materials, works in progress, and finished goods, are stated at the lower of cost, using the~~ ~~first~~~~-in,~~ ~~first~~-out (“FIFO”) method, or market value. The semiconductor industry is characterized by rapid technological change, short-term customer commitments and rapid fluctuations in demand. Provisions for estimated excess and obsolete inventory are based on our regular reviews of inventory quantities on hand and the latest forecasts of product demand and production requirements from our customers. Inventories are written down for ~~not~~-saleable, excess or obsolete raw materials, works-in-process and finished goods by charging such write-downs to cost of sales. In addition to write-downs based on newly introduced parts, statistics and judgments are used for assessing provisions of the remaining inventory based on salability and obsolescence.

~~Property, Plant and Equipment and Investment Properties~~ — Property, plant and equipment and investment properties are stated at cost, less accumulated depreciation and amortization. Depreciation is provided for over the estimated useful lives of the assets using the straight-line method. Amortization of leasehold improvements is provided for over the lease terms or the estimated useful lives of the assets, whichever is shorter, using the straight-line method.

Maintenance, repairs and minor renewals are charged directly to expense as incurred. Additions and improvements to the assets are capitalized. When assets are disposed of, the related cost and accumulated depreciation thereon are removed from the accounts and any resulting gain or loss is included in the consolidated statements of operations and comprehensive income or loss.

~~Long-Lived Assets and Impairment~~ –The Company’s business requires heavy investment in manufacturing facilities and equipment that are technologically advanced but can quickly become significantly underutilized or rendered obsolete by rapid changes in demand.

The Company evaluates the long-lived assets, including property, plant and equipment and investment property, for impairment whenever events or changes in circumstances indicate that the carrying value of such assets ~~may~~ ~~not~~ be recoverable. Factors considered important that could result in an impairment review include significant underperformance relative to expected historical or projected future operating results, significant changes in the manner of use of the assets or the strategy for our business, significant negative industry or economic trends, and a significant decline in the stock price for a sustained period of time. Impairment is recognized based on the difference between the fair value of the asset and its carrying value, and fair value is generally measured based on discounted cash flow analysis if there is significant adverse change.

~~The Company applies the provisions of ASC Topic~~ ~~360,~~~~Accounting for the Impairment or Disposal of Long-Lived Assets~~ ~~(“ASC Topic~~ ~~360”~~~~), to property, plant and equipment. ASC Topic~~ ~~360~~ ~~requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset~~ ~~may~~ ~~not~~ be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value.

~~Accounting Standards Codification Topic~~ ~~842~~ ~~("ASC Topic~~ ~~842"~~) introduced new requirements to increase transparency and comparability among organizations for leasing transactions for both lessees and lessors. It requires a lessee to record a right-of-use asset and a lease liability for all leases with terms longer than 12 ~~months. These leases will be either finance or operating, with classification affecting the pattern of expense recognition.~~

~~The Company applies the guidance in ASC Topic~~ ~~842~~ to its individual leases of assets. When the Company receives substantially all the economic benefits from and directs the use of specified property, plant and equipment, the transactions give rise to leases. The Company’s classes of assets include real estate leases.

Operating leases are included in operating lease right-of-use ("ROU") assets under the noncurrent asset portion of our consolidated balance sheets and under the current portion and noncurrent liabilities portion of our consolidated balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the related lease. Finance leases are included in property, plant and equipment under the noncurrent asset portion of our consolidated balance sheets and under the current portion and noncurrent liabilities portion of our consolidated balance sheets.

~~The Company has elected the practical expedient within ASC Topic~~ ~~842~~ to ~~not~~ ~~separate lease and non-lease components within lease transactions for all classes of assets. Additionally, the Company has elected the short-term lease exception for all classes of assets, does~~ ~~not~~ ~~apply the recognition requirements for leases of~~ 12 months or less, and recognizes lease payments for short-term leases as expense either straight-line over the lease term or as incurred depending on whether the lease payments are fixed or variable. These elections are applied consistently for all leases.

When discount rates implicit in leases cannot be readily determined, the Company uses the applicable incremental borrowing rate at lease commencement to perform lease classification tests on lease components and to measure lease liabilities and ROU assets. The incremental borrowing rate used by the Company was based on baseline rates and adjusted by the credit spreads commensurate with the Company’s secured borrowing rate over a similar term. At each reporting period when there is a new lease initiated, the rates established for that quarter will be used.

~~All the leases under which the Company is the lessor will continue to be classified as operating leases and sales-type leases under the standard.~~

~~Comprehensive Income or Loss~~ —~~ASC Topic~~ ~~220,~~~~Reporting Comprehensive Income~~ ~~(“ASC Topic~~ ~~220”~~),establishes standards for reporting and presentation of comprehensive income or loss and its components in a full set of general-purpose consolidated financial statements. The Company has chosen to report comprehensive income or loss in the statements of operations. Comprehensive income or loss is comprised of net income or loss and all changes to shareholders’ equity except those due to investments by owners and distributions to owners.

~~Income Taxes~~ —~~The Company accounts for income taxes using the liability method in accordance with ASC Topic~~ ~~740,~~~~Accounting for Income Taxes~~ ~~(“ASC Topic~~ ~~740”~~). ~~ASC Topic~~ ~~740~~ requires an entity to recognize deferred tax liabilities and assets. Deferred tax assets and liabilities are recognized for the future tax consequence attributable to the difference between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements, which will result in taxable or deductible amounts in future years. Further, the effects of enacted tax laws or rate changes are included as part of deferred tax expenses or benefits in the period that covers the enactment date.

The calculation of tax liabilities involves dealing with uncertainties in the application of complex global tax regulations. The Company recognizes potential liabilities for anticipated tax audit issues in the U.S. and other tax jurisdictions based on its estimate of whether, and the extent to which, additional taxes will be due. If payment of these amounts ultimately proves to be unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when the Company determines the liabilities are no ~~longer necessary. If the estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense would result.~~

~~Retained Earnings~~ —It is the intention of the Company to reinvest earnings of its foreign subsidiaries in the operations of those subsidiaries. These taxes are undeterminable at this time. The amount of earnings retained in subsidiaries was $17,803 and $16,683 at ~~March 31, 2022,~~ ~~and~~ ~~June 30, 2021~~ ~~respectively.~~

~~Stock-based compensation~~ — The Company calculates compensation expense related to stock option awards made to employees and directors based on the fair value of stock-based awards on the date of grant. The Company determines the grant date fair value of our stock option awards using the Black-Scholes option pricing model and for awards without performance conditions, the related stock-based compensation is recognized over the period in which a participant is required to provide service in exchange for the stock-based award, which is generally ~~four~~ years. The Company recognizes stock-based compensation expense in the consolidated statements of shareholders’ equity based on awards ultimately expected to vest. Forfeitures are estimated on the date of grant and revised if actual or expected forfeiture activity differs materially from original estimates.

Determining the fair value of stock-based awards at the grant date requires significant judgment. The determination of the grant date fair value of stock-based awards using the Black-Scholes option pricing model is affected by our estimated common stock fair value as well as other subjective assumptions including the expected term of the awards, the expected volatility over the expected term of the awards, expected dividend yield and risk-free interest rates. The assumptions used in our option pricing model represent management’s best estimates and are as follows:

~~(Loss) / Earnings per Share~~ — Computation of basic earnings per share is conducted by dividing net income available to common shares (numerator) by the weighted average number of common shares outstanding (denominator) during a reporting period. Computation of diluted earnings per share gives effect to all dilutive potential common shares outstanding during a reporting period. In computing diluted earnings per share, the average market price of common shares for a reporting period is used in determining the number of shares assumed to be purchased from the exercise of stock options.

~~Fair Values of Financial Instruments~~ — Carrying values of trade account receivables, accounts payable, accrued expenses, and term deposits approximate their fair value due to their short-term maturities. Carrying values of the Company’s lines of credit and long-term debt are considered to approximate their fair value because the interest rates associated with the lines of credit and long-term debt are adjustable in accordance with market situations when the Company tries to borrow funds with similar terms and remaining maturities. See Note 22 ~~for detailed discussion of the fair value measurement of financial instruments.~~

~~ASC Topic~~ ~~820,~~~~Fair Value Measurements and Disclosures~~ ~~(“ASC Topic~~ ~~820”~~) defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The financial assets and financial liabilities that require recognition under the guidance include available-for-sale investments, employee deferred compensation plan and foreign currency derivatives. The guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of us. Unobservable inputs are inputs that reflect our assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available under the circumstances. As such, fair value is a market-based measure considered from the perspective of a market participant who holds the asset or owes the liability rather than an entity-specific measure. The hierarchy is broken down into ~~three~~ ~~levels based on the reliability of inputs as follows:~~

~~Concentration of Credit Risk~~ — Financial instruments that subject the Company to credit risk compose trade account receivables. The Company performs ongoing credit evaluations of its customers for potential credit losses. The Company generally does ~~not~~ ~~require collateral. The Company believes that its credit policies do~~ ~~not~~ ~~result in significant adverse risk and historically it has~~ ~~not~~ ~~experienced significant credit related losses.~~

~~Investments~~ — The Company (a) evaluates the sufficiency of the total equity at risk, (b) reviews the voting rights and decision-making authority of the equity investment holders as a group, and whether there are any guaranteed returns, protection against losses, or capping of residual returns within the group, and (c) establishes whether activities within the venture are on behalf of an investor with disproportionately few voting rights in making this Variable Interest Entity (“VIE”) determination. The Company would consolidate an investment that is determined to be a VIE if it was the primary beneficiary. The primary beneficiary of a VIE is determined by a primarily qualitative approach, whereby the variable interest holder, if any, has the power to direct the VIE’s most significant activities and is the primary beneficiary. A new accounting standard became effective and changed the method by which the primary beneficiary of a VIE is determined. Through a primarily qualitative approach, the variable interest holder who has the power to direct the VIE’s most significant activities is determined to be the primary beneficiary. To the extent that the investment does ~~not~~ ~~qualify as VIE, the Company further assesses the existence of a controlling financial interest under a voting interest model to determine whether the investment should be consolidated.~~

~~Equity Method~~ — The Company analyzes its investments to determine if they should be accounted for using the equity method. Management evaluates both Common Stock and in-substance Common Stock to determine whether they give the Company the ability to exercise significant influence over operating and financial policies of the investment even though the Company holds less than ~~50%~~ of the Common Stock and in-substance Common Stock. The net income of the investment, if any, will be reported as “Equity in earnings of unconsolidated joint ventures, net of tax” in the Company’s consolidated statements of operations and comprehensive income.

~~Cost Method~~ —~~Investee companies~~ ~~not~~ accounted for under the consolidation or the equity method of accounting are accounted for under the cost method of accounting. Under this method, the Company’s share of the earnings or losses of such investee companies is ~~not~~ included in the consolidated balance sheet or statements of operations and comprehensive income or loss. However, impairment charges are recognized in the consolidated statements of operations and comprehensive income or loss. If circumstances suggest that the value of the investee company has subsequently recovered, such recovery is ~~not~~ ~~recorded.~~

~~Loan Receivables from Property Development Projects~~ — The loan receivables from property development projects are classified as current assets, carried at face value, and are individually evaluated for impairment. The allowance for loan losses reflects management’s best estimate of probable losses determined principally on the basis of historical experience and specific allowances for known loan accounts. All loans or portions thereof deemed to be uncollectible or to require an excessive collection cost are written off to the allowance for losses.

Interest income on the loan receivables from property development projects are recognized on an accrual basis. Discounts and premiums on loans are amortized to income using the interest method over the remaining period to contractual maturity. The amortization of discounts into income is discontinued on loans that are contractually 90 ~~days past due or when collection of interest appears doubtful.~~

~~Contingent Liabilities~~ ~~— Certain conditions~~ ~~may~~ ~~exist as of the date the consolidated financial statements are issued, which~~ ~~may~~ ~~result in a loss to the Company, but which will only be resolved when~~ ~~one~~ or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that ~~may~~ result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims, as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potential material loss contingency is ~~not~~ probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed.

~~Loss contingencies considered remote are generally~~ ~~not~~ ~~disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed.~~

~~Consolidation of subsidiaries-~~ A subsidiary is an investee that is controlled by the Group. The Group controls an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. The Group elects voting interest entity model (referred to as the “VOE” model) in consolidation as the Group has a controlling financial interest in an entity. A controlling financial interest is generally based on the concept that a reporting entity should have the unilateral right to make the significant financial and operating decisions of an entity without regard to probability. In the Company’s separate financial statements, investments in subsidiaries are accounted for at cost less impairment losses.

~~The consolidated financial statements of Group include the accounts of Trio-Tech International and its subsidiaries. Intercompany transactions and balances have been eliminated.~~

In March ~~2020,~~2022, ~~FASB~~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 ~~2020~~2022-0402” ~~ASC Topic~~ ~~848:~~~~Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting~~), which ~~provides optional expedients~~require that an entity disclose current-period gross write-offs by year of origination for financing receivables and ~~exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by~~net investment in leases within the ~~discontinuation~~scope of ~~the London Interbank Offered Rate (“LIBOR”) or by another reference rate expected to be discontinued. The amendments are effective for all entities as of~~Subtopic ~~March 12, 2020,~~ 326~~and the Company~~ -~~may~~ 20.~~elect to apply the amendments prospectively through~~ ~~December 31, 2022.~~ The Company has completed its assessment and concluded that ~~this update~~ASU 2022-02 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 (“~~ASC~~ 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. ~~ASC~~ Topic 326 is effective for the Company for annual periods beginning after December 15, 2022. The Company has completed its assessment and concluded that ~~this update~~ASU 2016-03 has no significant impact to the Company’s consolidated financial statements.

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

						Dec. 31,		June 30,
						2022		2022
	Mar. 31, 2022 (Unaudited)			June 30, 2021		(Unaudited)

Short-term deposits	$	4,961		$	6,353	$	4,756	$	5,619
Currency translation effect on short-term deposits		(8	)		298		239		(199	)
Total short-term deposits		4,953			6,651		4,995		5,420
Restricted term deposits		1,736			1,682
Restricted term deposits- Current							711		-
Currency translation effect on restricted term deposits		(1	)		59		36		-
Total restricted term deposits		1,735			1,741
Total restricted term deposits-Current							747		-
Restricted term deposits-Non-Current							1,634		1,746
Currency translation effect on restricted term deposits							108		(68	)
Total restricted term deposits-Non-Current							1,742		1,678
Total term deposits	$	6,688		$	8,392	$	7,484	$	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 $747 is classified as current assets as it relates to short-term trade financing. On the other hand, restricted deposits of $1,742 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.

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 ~~March~~December 31, 2022, and June 30, ~~2021,~~2022, was adequate.

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

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

								Loan Expiry	Loan Amount			Loan Amount
	Loan Expiry Date	Loan Amount (RMB)			Loan Amount (U.S. Dollars)			Date	(RMB)			(U.S. Dollars)
Short-term loan receivables
JiangHuai (Project – Yu Jin Jiang An)	May 31, 2013		2,000			314		May 31, 2013		2,000			290
Less: allowance for doubtful receivables			(2,000	)		(314	)	Less: allowance for doubtful receivables		(2,000	)		(290	)
Net loan receivables from property development projects			0			0		Net loan receivables from property development projects		-			-

Long-term loan receivables
Jun Zhou Zhi Ye	Oct 31, 2016		5,000			788		Oct 31, 2016		5,000			814
Less: transfer – downpayment for purchase of investment property			(5,000	)		(788	)
Less: transfer – down-payment for purchase of investment property								Less: transfer – down-payment for purchase of investment property		(5,000	)		(814	)
Net loan receivables from property development projects			0			0		Net loan receivables from property development projects		-			-

The short-term loan receivables amounting to renminbi (“RMB”) 2,000, or approximately ~~$314~~$290 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 fiscal~~during year ended June 30, 2011. ~~Based on TTI’s financial policy, a provision for doubtful receivables of $314 on the investment in JiangHuai was recorded during fiscal~~ ~~2014.~~TTCQ did not generate other income from JiangHuai for the quarter ended ~~March~~December 31, 2022 or for ~~the fiscal year ended~~Fiscal ~~June 30, 2021.~~ 2022.TTCQ is in the legal process of recovering the outstanding amount of approximately ~~$314.~~$290.

The loan-term loan ~~amounting~~ to RMB 5,000, or approximately ~~$788,~~$814, 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. ~~The book value of~~During the ~~loan receivable approximates its fair value. During 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).

							Dec. 31, 2022			June 30, 2022
	Mar. 31, 2022 (Unaudited)			June 30, 2021			(Unaudited)

Raw materials	$	1,340		$	1,152		$	1,261		$	1,764
Work in progress		1,332			1,218			1,669			683
Finished goods		319			325			821			238
Less: provision for obsolete inventories		(709	)		(679	)		(649	)		(674	)
Currency translation effect		(10	)		64			117			247
	$	2,272		$	2,080		$	3,219		$	2,258

The following table represents the changes in provision for obsolete inventories:

The following table presents the Company’s investment in properties in China ~~(with estimated 20 years useful life in years)~~ as of ~~March~~December 31, 2022. The exchange rate is based on the market rate as of ~~March~~December 31, 2022.

								Investment Date / Reclassification	Investment Amount			Investment Amount
								Date	(RMB)			(U.S. Dollars)
	Investment Date / Reclassification Date	Investment Amount (RMB)			Investment Amount (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			0			(87	)	Currency translation		-			(87	)
Reclassification as “Assets held for sale”	July 01, 2019		(5,554	)		(807	)	July 01, 2018		(5,554	)		(807	)
Reclassification from “Assets held for sale”	Mar 31, 2020		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			0			(15	)	Currency translation		-			(130	)
Gross investment in rental property			9,649			1,514		Gross investment in rental property		9,649			1,399

Accumulated depreciation on rental property	Mar 31, 2022		(7,402	)		(1,145	)	Dec 31, 2022		(7,764	)		(1,133	)
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	)
			(5,488	)		(878	)			(5,971	)		(866	)
Net investment in property – China			4,161			636		Net investment in property – China		3,678			533

The following table presents the Company’s investment in properties in China ~~(with estimated 20 years useful life in years)~~ as of June 30, ~~2021.~~2022. The exchange rate is based on the market rate as of June 30, ~~2021.~~2022.

								Investment Date / Reclassification	Investment Amount			Investment Amount
								Date	(RMB)			(U.S. Dollars)
	Investment Date / Reclassification Date	Investment Amount (RMB)			Investment Amount (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			0			(87	)	Currency translation		-			(87	)
Reclassification as “Assets held for sale”	Jul 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			0			(36	)	Currency translation		-			(89	)
Gross investment in rental property			9,649			1,493		Gross investment in rental property		9,649			1,440

Accumulated depreciation on rental property	Jun 30, 2021		(7,040	)		(1,079	)	Jun 30, 2022		(7,523	)		(1,122	)
Reclassified as “Assets held for sale” - MaoYe Property	Jul 01, 2019		2,822			410
Reclassification from “Assets held for sale” - MaoYe Property	Mar 31, 2020		(1,029	)		(143	)
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	)
			(5,247	)		(812	)			(5,730	)		(855	)
Net investment in properties – China			4,402			681
Net investment in property – China								Net investment in property – China		3,919			585

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. The lease agreement, which was entered into on February 10, 2022 has been terminated on October 2022. A new agreement has been secured and will be effective from February 1, 2023 for a period of 4 years at a monthly rate of RMB15, or approximately $2, after termination of the previous agreement. Pursuant to the agreement, monthly rental will increase by 5% each year from third year onwards.

Property purchased from MaoYe generated a rental income ~~$nil~~of $2 and $4$8 during the three and ~~nine~~six months ended ~~March~~December 31, 2022, as compared to $6$2 and $9$4 for the same ~~periods, respectively,~~period in ~~last fiscal year.~~Fiscal 2022.

Depreciation expense for MaoYe was $4 and ~~$12 for~~$8 during the three and ~~nine~~six months ended ~~March~~December 31, 2022, ~~and~~ ~~2021,~~ ~~respectively~~ as compared to $4 and ~~$11~~$8 for the same period in ~~the lsat fiscal year.~~Fiscal 2022.

~~In fiscal~~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 December 31, 2022, TTCQ ~~has yet to receive~~had not received the title deed for ~~these properties. TTCQ was in~~properties purchased from JiangHuai. While the ~~legal process of obtaining the title deed until the developer encountered cash flow difficulties in recent years. Since fiscal year~~ ~~2018,~~ ~~JiangHuai has been under liquidation and is now undergoing asset distribution. During the~~ ~~third~~ ~~quarter of fiscal~~ ~~2022,~~ TTCQ agreed to the local court’s administration’s proposal for the amounts owed by JiangHuai to be paid to TTCQ in the form of assets after the fall through of the 3 auctions conducted. Nonetheless, thisabove is not expected to affect the property’s ~~recoverable amount but, in view of~~market value, the COVID-19 pandemic and current economic situation is likely to cause delays in court to consummate the ~~complexity~~execution of ~~this case,~~ the ~~process and execution will take some time.~~sale.

Property purchased from JiangHuai did not generate any rental income for the three and ~~nine~~six months ended ~~March~~December 31, 2022 and 2021.

Depreciation expense for JiangHuai was $7 and ~~$21~~$14 for the three and ~~nine~~six months ended ~~March~~December 31, 2022, as compared to $6$7 and ~~$19~~$14 for the same period in ~~last fiscal year.~~Fiscal 2022.

In ~~fiscal~~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”~~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 ~~handed over~~transferred to TTCQ in April 2013 and the title deed was received during the third quarter of ~~fiscal~~Fiscal 2014.

~~One~~As of mid August 2022, TTCQ had found a new tenant 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.~~

~~For the other leased property, TTCQ renewed the lease agreement to rent out the 161 square meter space at a monthly rate of~~ ~~RMB10,~~ ~~or approximately $1, from~~ ~~November 1, 2019,~~ to ~~October 31, 2020.~~ ~~After which, TTCQ renewed the lease agreement at a monthly rate of~~ ~~RMB10,~~ ~~or approximately $1, from~~ ~~November 1, 2020,~~ to ~~April 30, 2021,~~ ~~and~~ ~~May 1, 2021,~~ to ~~October 31, 2021.~~ ~~As the space is currently vacant,~~$1. TTCQ is actively searching for ~~a tenant for~~tenants to occupy the other commercial property, which is vacant as of the date of this ~~space.~~Report.

Properties purchased from FuLi generated a rental income of $4$2 and ~~$19~~$4 for the three and ~~nine~~six months ended ~~March~~December 31, 2022, as compared to $5 and ~~$12~~$14 for the same period in ~~the last fiscal year.~~Fiscal 2022.

Depreciation expense for FuLi was $8$7 and ~~$23~~$15 for the three and ~~nine~~six months ended ~~March~~December 31, 2022, ~~respectively,~~ as compared to $7$8 and ~~$22~~$16 for the same period in ~~the last fiscal year.~~Fiscal 2022.

Total rental income for all investment properties in China was $4 and ~~$23~~$12 for the three and ~~nine~~six months ended ~~March~~December 31, 2022, as compared to ~~$11~~$8 and ~~$21~~$19 for the same ~~periods, respectively,~~period in ~~the last fiscal year.~~Fiscal 2022.

Depreciation expenses for all investment properties in China were ~~$19~~$18 and ~~$56~~$36 for the three and ~~nine~~six months ended ~~March~~December 31, 2022, ~~respectively,~~ as compared to ~~$17~~$19 and ~~$52~~$38 for the same ~~periods, respectively,~~period in ~~the last fiscal year.~~Fiscal 2022.

							Dec. 31,		June 30,
							2022		2022
	Mar. 31, 2022 (Unaudited)			June 30, 2021			(Unaudited)
Down payment for purchase of investment properties *	$	0		$	0		$	-	$	-
Down payment for purchase of property, plant and equipment		6			372
Deposits for rental and utilities and others		153			160			134		142
Currency translation effect		(18	)		(270	)		7		(5	)
Total	$	141		$	262		$	141	$	137

	RMB			US Dollars			RMB			U.S. Dollars
Original Investment (10% of Jun Zhou equity)	$	10,000		$	1,606
Original Investment (10% of Junzhou equity)							$	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			788			5,000			814
Interest Receivable		1,250			197			1,250			200
Less: Impairment of Interest		(906	)		(143	)		(906	)		(150	)
Transferred to Down Payment (Note *b)		5,344			842			5,344			864
* Down Payment for Purchase of Investment Properties		10,207			1,623			10,207			1,645
Less: Effect of foreign currency exchange								-			(65	)
Less: Provision of Impairment loss on other assets		(10,207	)		(1,623	)		(10,207	)		(1,580	)
* Down Payment for Purchase of Investment Properties		-			-		$	-		$	-

~~In fiscal year~~ ~~2014,~~ ~~the Company disposed of its entire~~ ~~10%~~ ~~interest in the joint venture. The Company recognized the disposal of its 10% investment in~~ ~~Jun~~ ~~Zhou based on the recorded net book value of~~ ~~RMB5~~ ~~million or equivalent to $788, from net considerations paid, in accordance with US GAAP under ASC Topic~~ ~~845~~~~Non-monetary Consideration~~, and it’s presented under “Other Assets” as noncurrent 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 that the gain can be ascertained. As of ~~Mar 31, 2022,~~ ~~asset reorganization undertaken by local government still in process.~~

~~The shop lots are to be delivered to TTCQ upon completion of the construction of the shop lots in Singapore Themed Resort Project. The initial targeted date of completion was in fiscal year~~

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 ~~March~~December 31, 2022, the Company had certain lines of credit that are collateralized by restricted deposits.

As of June 30, ~~2021,~~2022, the Company had certain lines of credit that are collateralized by restricted deposits.

Entity with	Type of	Interest	Expiration		Credit		Unused		Type of	Interest			Credit		Unused
Facility	Facility	Rate	Date		Limitation		Credit		Facility	Rate			Limitation		Credit
Trio-Tech International Pte. Ltd., Singapore	Lines of Credit	Ranging from 1.85% to 5.5%, SIBOR rate +1.25% and LIBOR rate +1.30%		-	$	4,806	$	4,806	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%		-	$	359	$	187	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%		-	$	350	$	350	Revolving credit	Cost of Funds Rate +2%			$	338	$	338

					Dec. 31,		June 30,
					2022		2022
					(Unaudited)
	Mar. 31, 2022 (Unaudited)		June 30, 2021
Payroll and related costs	$	1,641	$	1,362	$	1,864	$	2,158
Commissions		81		51		125		116
Legal and audit		412		321		284		320
Sales tax		488		9		241		531
Utilities		153		91		194		273
Warranty		16		14		23		16
Accrued purchase of materials and property, plant and equipment		362		144		1,679		905
Provision for reinstatement		309		290		298		308
Deferred income		60		67
Other accrued expenses		347		279
Contract liabilities						1,282		988
Other accrued expense						692		581
Currency translation effect		1		62		125		(192	)
Total	$	3,870	$	2,690	$	6,807	$	6,004

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.

						Dec. 31,			June 30,
						2022			2022
						(Unaudited)
	Mar. 31, 2022 (Unaudited)		June 30, 2021
Beginning	$	14	$	12		$	16		$	14
Additions charged to cost and expenses		2		7
Reversal		0		(4	)
Additions charged to cost and expense							25			7
Utilisation/Reversal							(17	)		(4	)
Currency translation effect		0		(1	)		(1	)		(1	)
Ending	$	16	$	14		$	23		$	16

	Mar. 31, 2022 (Unaudited)			June 30, 2021		Dec. 31,		June 30,
Note payable denominated in RM for expansion plans in Malaysia, maturing in August 2028, bearing interest at the bank’s prime rate less 2.00% (3.60% for March 31, 2022 and June 30, 2021) per annum, with monthly payments of principal plus interest through August 2028, collateralized by the acquired building with a carrying value of $2,543 and $2,579, as at March 31, 2022 and June 30, 2021, respectively.		1,571			1,885
						2022		2022
Financing arrangement at fixed interest rate 3.2% per annum, with monthly payments of principal plus interest through July 2025.		145			175
						(Unaudited)
Financing arrangement at fixed interest rate 3.0% per annum, with monthly payments of principal plus interest through Dec 2026.		246			0

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% (4.6% and 3.791% at December 31, 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 $2,372 as at December 31, 2022 and June 30, 2022.						$	1,215	$	1,392
Financing arrangement at fixed interest rate 3.2% per annum, with monthly payments of principal plus interest through July 2025.							109		128
Financing arrangement at fixed interest rate 3.0% per annum, with monthly payments of principal plus interest through December 2026.							204		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	$	1,962		$	2,060	$	1,696	$	1,744

Current portion of bank loans payable		498			428		506		503
Currency translation effect on current portion of bank loans		(5	)		11		5		(31	)
Current portion of bank loans payable		493			439		511		472
Long-term portion of bank loans payable		1,487			1,564		1,179		1,357
Currency translation effect on long-term portion of bank loans		(17	)		57		6		(85	)
Long-term portion of bank loans payable	$	1,470		$	1,621	$	1,185		1,272

Future minimum payments (excluding interest) as atof ~~March~~December 31, 2022, were as follows:

Remainder of fiscal 2022	$	459
2023		512
Remainder of Fiscal 2023			$	269
2024		311		513
2025		233		283
2026		227		251
2027				216
Thereafter		221		164
Total obligations and commitments	$	1,962	$	1,696

Future minimum payments (excluding interest) as atof June 30, ~~2021,~~2022, were as follows:

2022	$	439
2023		457	$	472
2024		462		481
2025		208		246
2026		171		214
2027				190
Thereafter		323		141
Total obligations and commitments	$	2,060	$	1,744

~~Trio-Tech (Malaysia) Sdn. Bhd. has 0 capital commitments as at~~Deposits with banks are ~~March 31, 2022,~~ not~~as compared~~ insured by the local government or agency and are consequently exposed to ~~capital commitment~~risk of ~~$93 as at~~ ~~June 30, 2021.~~

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.

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 $115 and $669 for three and six months ended December 31, 2022, as compared to $232 and $820 for the same period in fiscal 2022. Corporate assets consisted primarily of cash and prepaid expenses. Corporate 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.

The following segment Information is unaudited for the six months ended December 31, 2022, and December 31, 2021:

The following segment Information is unaudited for the three months ended December 31, 2022, and December 31, 2021:

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 $41 and $83 for the three and six months ended December 31, 2022, as compared to $23 and $46 for the same period in Fiscal 2022.

The Company's income tax expense was $241 and $466 for the three and six months ended December 31, 2022, as compared to $153 and $333 for the same period in Fiscal 2022. Our effective tax rate (“ETR”) from continuing operations was 30.2% and 15.16% for the quarters ended December 31, 2022 and December 31, 2021, respectively. The increase in income tax expense and effective tax rate was due to the following:

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 December 31, 2022.

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.

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 ~~collectibility~~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.

The revenue allocated to individual countries was based on where the customers were located. The allocation of the cost of equipment, the current year investment in new equipment and depreciation expense have been made based on the primary purpose for which the equipment was acquired.

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.

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.

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:

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. The Company has concluded that the~~ warranty ~~provided for standard products~~which are mainly assurance ~~type warranties~~warranty and are not separate performance obligations. Warranty provided for some customized products ~~are~~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.

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.

The Company distributes complementary products, particularly equipment, industrial products and components by manufacturers mainly from the U.S., Europe ~~Taiwan~~ and ~~Japan.~~Taiwan. 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.

~~All intersegment revenue was from the manufacturing segment to the testing and distribution segments. Total intersegment revenue was $232 for the~~ ~~three~~ ~~months ended~~ ~~March 31, 2022,~~ as compared to $375 for the same period in the last fiscal year. Corporate assets mainly consisted of cash and prepaid expenses. Corporate expenses mainly consisted of stock option expenses, salaries, insurance, professional expenses and directors' fees. Corporate expenses are allocated to the ~~four~~ segments. The following segment information table includes segment operating income or loss after including the corporate expenses allocated to the segments, which gets eliminated in the consolidation.

~~The following segment information is unaudited for the~~ ~~nine~~ ~~months ended~~ ~~March 31, 2022~~ ~~and~~ ~~March 31, 2021:~~

~~The following segment information is unaudited for the~~ ~~three~~ ~~months ended~~ ~~March 31, 2022,~~ ~~and~~ ~~March 31, 2021:~~

~~The Company received financial assistance in the form of government grants from the Malaysia and Thailand governments amid the COVID-~~19 ~~pandemic. The grants amounted to~~ ~~$nil~~ ~~and $61 for the~~ ~~three~~ ~~and~~ ~~nine~~ ~~months ended~~ ~~March 31, 2022,~~ ~~respectively.~~

~~The Company received financial assistance in the form of government grants from the Singapore and Malaysia governments amid the COVID-~~19 ~~pandemic. The grants amounted to $107 and $350 for the~~ ~~three~~ ~~and~~ ~~nine~~ ~~months ended~~ ~~March 31, 2021,~~ ~~respectively.~~

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 ~~2014~~ to ~~2020~~ 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.

~~The Tax Cuts and Jobs Act (the “Tax Act”) was enacted in fiscal year~~ ~~2018,~~ ~~and reduced the U.S. federal corporate tax rate from~~ ~~35%~~ to ~~21%,~~ eliminated corporate Alternative Minimum Tax, modified rules for expensing capital investment, and limited the deduction of interest expense for certain companies. The Act is a fundamental change to the taxation of multinational companies, including a shift from a system of worldwide taxation with some deferral elements to a territorial system, current taxation of certain foreign income, a minimum tax on low tax foreign earnings, and new measures to curtail base erosion and promote U.S. production.

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 ~~$Nil~~ ~~for the period ended~~ ~~March 31, 2022.~~

~~The Company's income tax expense was $170 and $503 for the~~ 3 ~~months and~~ ~~9 months ended~~~~March 31, 2022,~~ ~~respectively as compared to $118 and $125 for the~~ 3 ~~months and~~ ~~9 months ended~~~~March 31, 2021.~~ ~~Our effective tax rate (“ETR”) from continuing operations was 500.0% and 64.5% for the quarters ended~~ ~~March 31, 2022~~ ~~and~~ ~~March 31, 2021,~~ respectively. The increase in effective tax rate was due to Singapore operations incurring higher income tax due to full utilization of tax allowances coupled with the additional tax arising from under provision of tax expenses for the financial year ended ~~2020.~~

The Company accrues penalties and interest related to unrecognized tax benefits when necessary as a component of penalties and interest expenses, respectively. The Company had 0 unrecognized tax benefits or related accrued penalties or interest expenses at ~~March 31, 2022.~~

~~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 full valuation allowance has been established.~~

The timing of revenue recognition, billings and collections may result in billed accounts receivable, unbilled receivables, ~~(contract assets), and~~contract assets, customer advances, deposits and ~~deposits (contract liabilities).~~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.

					Dec. 31,		June 30,
					2022		2022
					(Unaudited)
	Mar. 31, 2022 (Unaudited)		June 30, 2021
Trade Accounts Receivable		10,585		8,293		13,332		11,592
Accounts Payable		2,220		3,702		3,067		2,401
Contract Assets		594		337
Contract Liabilities		1,172		673		1,282		988

As at ~~March~~December 31, 2022, the Company had ~~$636~~$296 of remaining performance obligations, which represents our obligation to deliver products and services within ~~2 years~~two years.

As at June 30, ~~2021,~~2022, the Company had ~~$924~~$326 of remaining performance obligations, which represents our obligation to deliver products and services.

~~Refer to Note~~ 15 ~~“Business Segments” of the Notes to Condensed Consolidated Financial Statements for information related to revenue.~~

Options to purchase ~~698,875~~636,375 shares of Common Stock at exercise prices ranging from ~~$3.28~~$2.53 to $7.76 per share were outstanding as of ~~March~~December 31, 2022. ~~140,500~~405,500 stock options were excluded in the computation of diluted ~~EPS~~earnings per share (“EPS”) for the three ~~and~~ ~~nine~~months ended ~~March~~December 31, 2022, because they were anti-dilutive.

Options to purchase ~~674,500~~724,500 shares of Common Stock at exercise prices ranging from $2.53 to $5.98 per share were outstanding as of ~~March~~December 31, 2021. ~~140,000~~212,500 stock options were excluded in the computation of diluted EPS for the three ~~and~~ ~~nine~~ months ended ~~March~~December 31, 2021, because they were ~~anti-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:

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 ~~those plans was~~the 2007 Plans were amended during the term of such plan to increase the number of shares covered thereby. AsEach of ~~the last amendment thereof,~~ the 2007 ~~Employee Plan covered an aggregate of 600,000 shares of the Company’s Common Stock and the~~ ~~2007~~ ~~Directors Plan covered an aggregate of 500,000 shares of the Company’s Common Stock. Each of those plans~~Plans terminated by ~~its~~their respective terms on September 24, 2017.~~These~~ ~~two~~ ~~plans were administered by the Board, which also established the terms of the awards.~~

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.~~Each of these plans is administered by the Board of Directors of the Company.~~

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:

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~~Board of ~~directors~~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 ~~third~~first ~~quarter~~two quarters of ~~fiscal year~~Fiscal 2023, 25,000 stock options were granted under the 2017 Employee Plan. There were 5,000 stock options exercised during the six-month period ended December 31, 2022. The Company recognized $54 in stock-based compensation expense during the six months ended December 31, 2022.

During the firsttwo quarters of Fiscal 2022, ~~40,500~~there were no stock options ~~were~~ granted under the 2017 Employee Plan. There were 41,125 stock options exercised during the ~~nine~~six-month period ended ~~March~~December 31, ~~2022.~~2021. The Company recognized ~~$106~~$22 stock-based compensation expenses during the ~~nine~~six months ended ~~March 31, 2022.~~

~~During the~~ ~~third~~ ~~quarter of fiscal year~~ ~~2021,~~ ~~the Company granted options to purchase 71,000 shares of its Common Stock to employees pursuant to the~~ ~~2017~~ ~~Employee Plan. There were 0 stock options granted under the~~ ~~2017~~ ~~Employee Plan exercised during the~~ ~~nine~~~~-month period ended~~ ~~March 31, 2021.~~ ~~The Company recognized $45 in stock-based compensation expenses during the~~ ~~nine~~ ~~months ended~~ ~~March~~December 31, 2021.

As of ~~March~~December 31, 2022, there were vested stock options granted under the 2017 Employee Plan covering a total of ~~170,500~~134,500 shares of Common Stock. The weighted-average exercise price was ~~$4.81~~$4.78 and the weighted average remaining contractual term was ~~2.24~~1.73 years.

As of ~~March~~December 31, 2021, there were vested stock options granted under the 2017 Employee Plan covering a total of ~~149,750~~130,375 shares of Common Stock. The weighted-average exercise price was ~~$4.46~~$4.79 and the weighted average remaining contractual term was ~~2.99~~2.00 years.

A summary of option activities under the 2017 Employee Plan during the ~~nine~~six months period ended ~~March~~December 31, 2022, is presented as follows:

	Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value					Weighted Average		Weighted Average Remaining Contractual		Aggregate
													Exercise		Term		Intrinsic
Outstanding at July 1, 2021		267,000		$	4.21		3.22	$	290
										Options			Price		(Years)		Value

Outstanding at July 1, 2022											236,375		$	5.21		2.61	$	87
Granted		40,500			-		-		-		25,000			5.18		-		-
Exercised		(41,125	)		2.86		-		-		(5,000	)		3.75		-		-
Forfeited or expired		-			-		-		-		(40,000	)		-		-		-
Outstanding at March 31, 2022		266,375		$	4.96		2.80	$	621
Exercisable at March 31, 2022		170,500		$	4.81		2.24	$	415
Outstanding at December 31, 2022											216,375		$	5.16		2.49	$	96
Exercisable at December 31, 2022											134,500		$	4.78		1.73	$	75

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

	Options			Weighted Average Grant-Date Fair Value					Weighted Average
						Options			Grant-Date Fair Value
Non-vested at July 1, 2021		102,250		$	2.29

Non-vested at July 1, 2022							75,875		$	5.98
Granted		40,500			-		25,000			5.18
Vested		(46,875	)		-		(9,000	)		-
Forfeited		-			-		(10,000	)		-
Non-vested at March 31, 2022		95,875		$	5.23
Non-vested at December 31, 2022							81,875		$	5.79

A summary of option activities under the 2017 Employee Plan during the ~~nine~~six months period ended ~~March~~December 31, 2021, is presented as follows:

	Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value					Weighted Average		Weighted Average Remaining Contractual		Aggregate
												Exercise		Term		Intrinsic
Outstanding at July 1, 2020		196,000	$	3.92		3.72	$	36.00
									Options			Price		(Years)		Value

Outstanding at July 1, 2021										267,000		$	4.21		3.22	$	290
Granted		71,000		5.03		-		-		-			-		-		-
Exercised		-		-		-		-		(41,125	)		2.87		-		-
Forfeited or expired		-		-		-		-		-			-		-		-
Outstanding at March 31, 2021		267,000	$	4.21		3.47	$	210.40
Exercisable at March 31, 2021		149,750	$	4.46		2.99	$	106.07
Outstanding at December 31, 2021										225,875		$	4.46		2.66	$	2,026
Exercisable at December 31, 2021										130,375		$	4.79		2.00	$	1,127

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

	Options			Weighted Average Grant-Date Fair Value					Weighted Average
						Options			Grant-Date Fair Value
Non-vested at July 1, 2020		98,000		$	3.39

Non-vested at July 1, 2021							102,250		$	2.29
Granted		71,000			-		-			-
Vested		(51,750	)		-		(6,750	)		-
Forfeited		-			-		-			-
Non-vested at March 31, 2021		117,250		$	3.90
Non-vested at December 31, 2021							95,500		$	2.29

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. ~~However, the options~~Options outstanding thereunder continue to remain outstanding and in effect in accordance with their terms. ~~The~~ ~~2007~~ ~~Employee Plan permitted the issuance of options to employees.~~

~~As the~~ ~~2007~~ ~~Plan has terminated, the Company did~~ ~~not~~ ~~grant any~~There were no options ~~pursuant to the~~ ~~2007~~ ~~Employee Plan~~exercised during the ~~nine~~six months ended ~~March~~December 31, 2022, and ~~March 31, 2021~~ ~~respectively.~~

~~There were 37,500 options exercised during the~~ ~~nine~~ ~~months ended~~ ~~March 31, 2022~~ ~~and~~ ~~none~~ ~~exercised in~~ ~~March~~December 31, 2021. The Company did not recognize any stock-based compensation ~~expenses~~expense during the ~~nine~~six months ended ~~March~~December 31, 2022, and ~~March~~December 31, 2021.

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

As of ~~March~~December 31, 2021, there were vested stock options granted under the 2007 Employee Plan covering a total of 37,500 shares of Common Stock. The ~~weighted-average~~weighted average exercise price was $4.14 and the weighted average remaining contractual term was ~~0.99~~0.24 years.

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

~~There were 0 non-vested employee stock options during the~~ ~~nine~~ ~~months ended~~ ~~March 31, 2022.~~

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

	Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value				Weighted Average		Weighted Average Remaining Contractual		Aggregate
Outstanding at July 1, 2020		77,500		$	3.69		1.22	$	-
												Exercise		Term		Intrinsic
										Options		Price		(Years)		Value

Outstanding at July 1, 2021											37,500	$	4.14		0.75	$	34
Granted		-			-		-		-		-		-		-		-
Exercised		(40,000	)		3.26		-		-		-		-		-		-
Forfeited or expired		-			-		-		-		-		-		-		-
Outstanding at March 31, 2021		37,500		$	4.14		0.99	$	13.13
Exercisable at March 31, 2021		37,500		$	4.14		0.99	$	13.13
Outstanding at December 31, 2021											37,500	$	4.14		0.24	$	348
Exercisable at December 31, 2021											37,500	$	4.14		0.24	$	348

The 2017 Directors Plan initially covered an aggregate of 300,000 shares of the Company’s common stock. The Company’s ~~board~~Board of ~~directors~~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 ~~third~~firsttwo quarters of ~~fiscal year~~Fiscal 2023 and Fiscal 2022, the Company ~~granted~~did not grant any options ~~to purchase 100,000 shares of its Common Stock~~ pursuant to the 2017 Directors Plan. There were 0no stock options exercised and the Company did not recognize any stock-based compensation expense during the ~~nine~~six months ended ~~March~~December 31, ~~2022.~~2022 ~~The Company recognize $353 stock-based compensation expenses during the~~and ~~nine~~ ~~months ended~~ ~~March 31, 2022.~~

~~During the~~ ~~third~~ ~~quarter of fiscal year~~ ~~2021,~~ ~~the Company granted options to purchase 80,000 shares of its Common Stock pursuant to the~~ ~~2017~~ ~~Directors Plan. There were 0 stock options exercised during the~~ ~~nine~~ ~~months ended~~ ~~March 31, 2021.~~ ~~The Company recognized $99 stock-based compensation expenses during the~~ ~~nine~~ ~~months ended~~ ~~March 31,~~ 2021.

As all the stock options granted under the 2017 Directors Plan vest immediately on the date of grant, there were 0no unvested stock options granted under the 2017 Directors Plan as of ~~March~~December 31, 2022, or ~~March~~December 31, 2021.

As of ~~March~~December 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 ~~3.10~~2.34 years.

As of ~~March~~December 31, 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 ~~3.47~~2.72 years.

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

	Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value				Weighted Average		Weighted Average Remaining Contractual		Aggregate
											Exercise		Term		Intrinsic
Outstanding at July 1, 2021		320,000	$	4.27		3.22	$	340
									Options		Price		(Years)		Value

Outstanding at July 1, 2022										420,000	$	5.10		2.85	$	228
Granted		100,000		7.76		-		-		-		-				-
Exercised		-		-		-		-		-		-		-		-
Forfeited or expired		-		-		-		-		-		-		-		-
Outstanding at March 31, 2022		420,000		5.10		0.60		942
Exercisable at March 31, 2022		420,000		5.10		3.07		942
Outstanding at December 31, 2022										420,000	$	5.10	$	2.34	$	255
Exercisable at December 31, 2022										420,000	$	5.10	$	2.34	$	255

A summary of option activities under the 2017 Directors Plan during the ~~nine~~six months ended ~~March~~December 31, 2021, is presented as follows:

	Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value				Weighted Average		Weighted Average Remaining Contractual		Aggregate
											Exercise		Term		Intrinsic
Outstanding at July 1, 2020		240,000	$	3.93		3.75	$	48.00
									Options		Price		(Years)		Value

Outstanding at July 1, 2021										320,000	$	4.27		3.22	$	340
Granted		80,000		5.27		4.89		-		-		-		-		-
Exercised		-		-		-		-		-		-		-		-
Forfeited or expired		-		-		-		-		-		-		-		-
Outstanding at March 31, 2021		320,000	$	4.27		3.47	$	253.6
Exercisable at March 31, 2021		320,000	$	4.27		3.47	$	253.6
Outstanding at December 31, 2021										320,000		4.27		2.97	$	2,933
Exercisable at December 31, 2021										320,000		4.27		2.97	$	2,933

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. ~~However, the options~~Options outstanding thereunder continue to remain outstanding and in effect in accordance with their terms. ~~The~~ ~~2007~~ ~~Directors Plan permitted the issuance of options to directors.~~

~~As the~~ ~~2007~~ ~~Plan has terminated, the Company did~~ ~~not~~ ~~grant any options pursuant to the~~ ~~2007~~ ~~Directors Plan during the~~ ~~nine~~ ~~months ended~~ ~~March 31, 2022,~~ ~~and~~ ~~March 31, 2021.~~

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

~~200,000 shares of stock options were exercised during the~~and ~~nine~~ ~~months ended~~ ~~March 31, 2021.~~ ~~The Company did~~ ~~not~~ ~~recognize any stock-based compensation expenses during the~~ ~~nine~~ ~~months ended~~ ~~March 31,~~ 2021.

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

As of ~~March~~December 31, 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 ~~0.99~~0.24 years.

A summary of option activities under the 2007 Directors Plan during the ~~three~~six months ended ~~March 31, 2022,~~ ~~is presented as follows:~~

~~A summary of option activities under the~~ ~~2007~~ ~~Directors Plan during the~~ ~~nine~~ ~~months ended~~ ~~March~~December 31, 2021 is presented as follows:

	Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value				Weighted Average		Weighted Average Remaining Contractual		Aggregate
												Exercise		Term		Intrinsic
Outstanding at July 1, 2020		250,000		$	3.32		0.83	$	22.00
										Options		Price		(Years)		Value

Outstanding at July 1, 2021											50,000	$	4.14		0.75	$	45
Granted		-			-		-		-		-		-		-		-
Exercised		(200,000	)		3.12		-		-		-		-		-		-
Forfeited or expired		-			-		-		-		-		-		-		-
Outstanding at March 31, 2021		50,000		$	4.14		0.99	$	17.50
Exercisable at March 31, 2021		50,000		$	4.14		0.99	$	17.50
Outstanding at December 31, 2021											50,000	$	4.14		0.24	$	465
Exercisable at December 31, 2021											50,000	$	4.14		0.24	$	465

Operating leases ~~where we are~~under which the Company is the lessor arise from ~~the~~ leasing of the Company’s commercial ~~and residential~~ real estate investment ~~property.~~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 ~~expenses~~expense relating to the property held as investments in operating leases ~~was $56~~were $38 and $41 for ~~and $52 for both the~~ 9three months ended ~~March~~December 31, 2022, and ~~March~~December 31, ~~2021.~~2021, respectively.

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

Future minimum rental income in China and Thailand to be received from ~~fiscal year~~Fiscal ~~2022~~2023 to ~~fiscal year~~Fiscal ~~2023~~2027 on ~~noncancelable~~non-cancelable operating leases is contractually due as follows as of June 30, ~~2021:~~2022:

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 3three 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	March 31,			Dec. 31,
	2022			2022
Assets
Gross financial sales receivable	$	48		$	28
Unearned finance income		(4	)		(1	)
Financed sales receivable	$	44		$	27

Net financed sales receivables due within one year	$	21		$	21
Net financed sales receivables due after one year	$	23		$	6

As of ~~March~~December 31, 2022, the financed sale receivables had a weighted average effective interest rate of ~~11.2%~~11.16% and weighted average remaining lease term of ~~2.0~~1.25 years.

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

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

							Dec. 31,			June 30,
	Mar. 31, 2022 (Unaudited)			June 30, 2021			2022			2022
							(Unaudited)
Finance Leases (Plant and Equipment)
Plant and equipment, at cost		1,819			1,413		$	1,751		$	1,727
Accumulated depreciation		(1,182	)		(1,199	)		(1,289	)		(1,179	)
Plant and Equipment, Net		637			214		$	462		$	548

Current portion of finance leases		136			197		$	101		$	118
Net of current portion of finance leases		152			253			69			119
Total Finance Lease Liabilities		288			450		$	170		$	237

Operating Leases (Corporate Offices, Research and Development Facilities)
Operating lease right-of-use assets		2,602			1,876		$	2,580		$	3,152
Operating lease right-of-use assets, Net							$	2,580		$	3,152
Current portion of operating leases		758			672			1,140			1,218
Net of current portion of operating leases		1,844			1,204			1,440			1,934
Total Operating Lease Liabilities		2,602			1,876		$	2,580		$	3,152

	Three Months Ended				Nine Months Ended				Three Months Ended				Six Months Ended
	Mar. 31,		Mar. 31,		Mar. 31,		Mar. 31,		Dec. 31,		Dec. 31,		Dec. 31,		Dec. 31,
	2022		2021		2022		2021		2022		2021		2022		2021
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)

Lease Cost
Finance lease cost:
Interest on finance lease	$	9	$	15	$	20	$	35	$	3	$	5	$	6	$	11
Amortization of right-of-use assets		60		135		150		260		44		62		92		90
Total finance lease cost		69		150		170		295		47		67		98		101

Operating Lease Costs	$	331	$	191	$	801	$	566	$	369	$	231	$	749	$	470

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

	Nine months ended			Nine months ended			Six Months Ended
	Mar. 31,			Mar. 31,			Dec. 31,			Dec. 31,
	2022			2021			2022			2021
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Cash Paid for Amounts Included in the Measurement of Lease Liabilities
Operating cash flows from finance leases	$	(20	)	$	(32	)	$	6		$	13
Operating cash flows from operating leases		(801	)		(565	)		594			470
Finance cash flows from finance leases		(168	)		(192	)
Right-of-Use Assets Obtained in Exchange for New Operating Lease Liabilities		132			2,070			-			-

Weighted-Average Remaining Lease Term:
Finance leases		3.62			2.85			1.59			2.69
Operating leases		3.23			3.36			2.67			3.57
Weighted-Average Discount Rate:
Finance leases		3.60	%		3.35	%		3.22	%		3.50	%
Operating leases		4.83	%		4.83	%		5.54	%		4.81	%

As of ~~March~~December 31, 2022, the maturities of the ~~Company's~~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 2022		309			42
2023		841			136
Remainder of Fiscal 2023							$	650		$	54
2024		595			109			1,074			105
2025		581			22			577			21
2026		446			0			414			-
Thereafter		73			0			67			-
Total future minimum lease payments		2,845			309		$	2,782		$	180
Less: amount representing interest		(243	)		(21	)		(202	)		(10	)
Present value of net minimum lease payments		2,602			288		$	2,580		$	170

Presentation on statement of financial position	$			$
Current		758			136			1,140			101
Noncurrent		1,844			152
Non-Current								1,440			69

As of June 30, ~~2021,~~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	$			$
2022		748			218
2023		537			137		$	1,357		$	129
2024		313			111			1,032			104
2025		291			22			554			20
2026								423			-
Thereafter		156			0			69			-
Total future minimum lease payments		2,045			488		$	3,435		$	253
Less: amount representing interest		(169	)		(38	)		(283	)		(16	)
Present value of net minimum lease payments		1,876			450		$	3,152		$	237

Presentation on statement of financial position	$			$
Current		672			197			1,218			118
Noncurrent		1,204			253
Non-Current								1,934			119

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~~six months ended ~~March~~December 31, 2022 and 2021.

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.

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

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

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, ~~2021.~~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 and other electronics products.

During the six months ended December 31, 2022, TTI generated approximately 99.9% 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 ~~during the three months ended March 31, 2022.~~(“Distribution”). The Real Estate segment contributed only ~~0.1%~~0.01% to the total revenue during the ~~three~~six months ended ~~March~~December 31, 2022.

TTI develops and manufactures an extensive range of test equipment used in the ~~"front-end"~~“front-end” and the ~~"back-end"~~“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.

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 and electronic components who look to us when they do not want to establish their own facilities. The independent tests are performed to industry and customer specific standards.

In addition to marketing our proprietary products, we distribute complementary products made by manufacturers mainly from the U.S., Europe, ~~Taiwan~~ and ~~Japan.~~Taiwan. The products include environmental chambers, handlers, interface systems, vibration systems, shaker systems, solderability testers and other semiconductor equipment. Besides equipment, we also distribute a wide range of components such as connectors, sockets, LCD display panels and touch screen panels. Furthermore, our range of products are mainly targeted for industrial products rather than consumer products whereby the life cycle of the industrial products can last from three years to seven years.

~~Beginning in 2007, TTI has invested in~~Our real estate ~~property in Chongqing, China, which has generated~~segment generates investment income from the investments made and rental revenue ~~and investment returns~~received from ~~deemed loan receivables, which are classified as other income. The rental income is generated from the rental properties in MaoYe and FuLi~~real estate that we purchased in Chongqing, China. ~~In the second quarter of fiscal 2015, the investment in JiaSheng, which was deemed as loans receivable, was transferred to down payment for purchase of investment property in China.~~

In December 2019, a novel strain of coronavirus (“COVID-19”), was reported to have surfaced in China, resulting in shutdowns of manufacturing and commerce in the months that followed. Since then, the COVID-19 pandemic has spread to multiple countries worldwide 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.

During the quarter ended March 31, 2022, the Company was required to close its facility in Tianjin, China in compliance with the Tianjin city government's imposed lockdown measures for mandatory testing of Tianjin city's residents and China’s ZERO-COVID policy. The Company then resumed 100% operating capacity in Tianjin, China operation by January 21, 2022. The Company had suffered negative financial impact from these twelve days closed down, which had lost its revenue of approximately $260.

The health and safety of our employees and our customers are a top priority for us. In an effort to protect our employees, we took and continue to take proactive and aggressive actions, starting with the earliest signs of the outbreak, to adopt social distancing policies at our locations, including working from home and suspending employee travel. Our operations have been classified as part of the global supply chain and essential businesses in many jurisdictions, and employees who are working onsite are required to adhere to strict safety measures, including the use of masks and sanitizer, wellness screenings prior to accessing work sites, staggered break times to prevent congregation, prohibitions on physical contact with coworkers or customers, restrictions on access through only a single point of entry and exit, and utilizing video conferencing. We have also incorporated other rules such as restricting visitors to any of our facilities that remain open and proactively providing employees with hand sanitizer. Most of these safeguards and procedures have been removed in our Singapore and Malaysia operations subsequent to the quarter ended March 31, 2022.

In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for fair presentation have been included. Operating results for the three months ended March 31, 2022, are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2022. Certain accounting matters that generally require consideration of forecasted financial information were assessed regarding impacts from the COVID-19 pandemic as of March 31, 2022, and through the date of filing of this Quarterly Report dated May 16, 2022 using reasonably available information as of those dates. Those accounting matters assessed included, but were not limited to, allowance for doubtful accounts, the carrying value of long-lived tangible assets and the valuation allowances for tax assets. While the assessments resulted in no material impacts to the consolidated financial statements as of and for the quarter ended March 31, 2022, the Company believes the full impact of the pandemic remains uncertain and the Company will continue to assess if ongoing developments related to the pandemic may cause future material impacts to our consolidated financial statements.

As of March 31, 2022, the Company had cash and cash equivalents and short-term deposits totaling $12,431 and an unused line of credit of $5,158. We finance operations primarily through our existing cash balances, cash collected from operations, bank borrowings and capital lease financing. We believe these sources are sufficient to fund our operations for the foreseeable future.

While we have implemented safeguards and procedures to counter the impact of the COVID-19 pandemic, the full extent to which the pandemic has and will directly or indirectly impact us, including our business, financial condition, and result of operations, will depend on future developments that are highly uncertain and cannot be accurately predicted. This may include further mitigation efforts taken to contain the virus or treat its impact and the economic impact on local, regional, national and international markets. We will continue to actively monitor the situation and may take further actions that alter our business operations as may be required by the governments or that we determine are in the best interests of our employees, customers, suppliers and stockholders.

The ~~discussion and analysis~~preparation of ~~the Company’s financial condition presented~~our Condensed Consolidated Financial Statements in ~~this section are based upon our consolidated financial statements, which have been prepared in accordance~~conformity with accounting principles generally accepted ~~accounting principles~~ in the ~~U.S. During the preparation~~United States of ~~the consolidated financial statements, we are required~~America requires management to make estimates and ~~judgments~~assumptions in applying our accounting policies that affect the reported amounts of assets, liabilities, ~~revenue~~revenues and expenses, and related disclosure of contingent assets and liabilities. OnWe base these estimates and assumptions on historical experience and evaluate them on an ongoing basis ~~we evaluate~~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.

There have been no material changes in our critical accounting estimates and ~~judgments, including those related~~policies since our Annual Report on Form 10-K for the fiscal year ended June 30, 2022. Refer to ~~sales, returns, pricing concessions, bad debts, inventories, investments, fixed assets, intangible assets, income taxes~~Note 1 “Basis of Presentation and ~~other contingencies. Due~~Summary of significant Accounting Policies” to ~~the COVID-19 pandemic, there has been uncertainty~~our Condensed Consolidated Financial Statements for additional details. In addition, please refer to “Management’s Discussion and ~~disruption~~Analysis of Financial Condition and Results of Operations” contained in the global economy and financial markets. These estimates and assumptions may change as new events occur and additional information is obtained. Actual results may differ from these estimates under different assumptions or conditions.

~~In response to the SEC’s Release No. 33-8040, Cautionary Advice Regarding Disclosure about Critical Accounting Policy, we have identified the most~~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 upon which our financial status depends. We determined that those critical accounting policies are related to inventory valuation; allowance for doubtful accounts; revenue recognition; impairment of property, plant and equipment; investment properties and income tax. These accounting policies are discussed in the relevant sections in this management’s discussion and analysis, including the Recently Issued Accounting Pronouncements discussed below.estimates.

During the normal course of business, we extend unsecured credit to our customers in all segments. Typically, credit terms require payment to be made between 30 to 90 days from the date of the sale. We generally do not require collateral from customers. We maintain our cash accounts at creditworthy financial institutions.

Inventories of our manufacturing and distribution segments, consisting principally of raw materials, works in progress, and finished goods, are stated at the lower of cost, using the first-in, first-out (“FIFO”) method, or market value. The semiconductor industry is characterized by rapid technological change, short-term customer commitments and swiftly changing demand. Provisions for estimated excess and obsolete inventory are based on regular reviews of inventory quantities on hand and the latest forecasts of product demand and production requirements from our customers. Inventories are written down for not-saleable, excess or obsolete raw materials, works-in-process and finished goods by charging such write-downs to cost of sales. In addition to write-downs based on newly introduced parts, statistics and judgments are used for assessing provisions of the remaining inventory based on salability and obsolescence.

Property, plant and equipment and investment properties are stated at cost, less accumulated depreciation and amortization. Depreciation is provided for over the estimated useful lives of the assets using the straight-line method. Amortization of leasehold improvements is provided for over the lease terms or the estimated useful lives of the assets, whichever is shorter, using the straight-line method.

Maintenance, repairs and minor renewals are charged directly to expense as incurred. Additions and improvements to property and equipment are capitalized. When assets are disposed of, the related cost and accumulated depreciation thereon are removed from the accounts and any resulting gain or loss is included in the consolidated statements of operations and comprehensive income or loss.

The United States dollar (“U.S. dollar”) is the functional currency of the U.S. parent company. The Singapore dollar, the national currency of Singapore, is the primary currency of the economic environment in which the operations in Singapore are conducted. We also have business entities in Malaysia, Thailand, China and Indonesia, of which the Malaysian ringgit (“RM”), Thai baht, Chinese renminbi (“RMB”) and Indonesian rupiah, are the national currencies. The Company uses the U.S. dollar for financial reporting purposes.

The Company translates assets and liabilities of its subsidiaries outside the U.S. into U.S. dollars using the rate of exchange prevailing at the balance sheet date, and the statement of operations is measured using average rates in effect for the reporting period. Adjustments resulting from the translation of the subsidiaries’ financial statements from foreign currencies into U.S. dollars are recorded in shareholders' equity as part of accumulated comprehensive income or loss translation adjustment. Gains or losses resulting from transactions denominated in currencies other than functional currencies of the Company’s subsidiaries are reflected in income for the reporting period.

~~The Company adopted Accounting Standards Update (“ASU”) No. 2014-09, ASC Topic 606,~~ ~~Revenue from Contracts with Customers~~ ~~(“ASC Topic 606”). This standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers.~~

We apply a five-step approach as defined in ASC Topic 606 in determining the amount and timing of revenue to be recognized: (1) identifying the contract with customer; (2) identifying the performance obligations in the contracts; (3) determining the transaction price; (4) allocating the transaction price to the performance obligations in the contract; and (5) recognizing revenue when the corresponding performance obligation is satisfied.

Revenue derived from testing services is recognized when testing services are rendered. Revenue generated from sale of products in the manufacturing and distribution segments are recognized when persuasive evidence of an arrangement exists, delivery of the products has occurred, customer acceptance has been obtained (which means the significant risks and rewards of ownership have been transferred to the customer), the price is fixed or determinable and collectibility is reasonably assured. Certain customers can request for installation and training services to be performed for certain products sold in the manufacturing segment. These services are mainly for helping customers with the test runs of the machines sold and are considered a separate performance obligation. Such services can be provided by other entities as well, and these do not significantly modify the product. The Company recognizes the revenue at the point in time when the Company has satisfied its performance obligation.

In the real estate segment: (1) revenue from property development is earned and recognized on the earlier of the dates when the underlying property is sold or upon the maturity of the agreement; if this amount is uncollectible, the agreement empowers the repossession of the property, and (2) rental revenue is recognized on a straight-line basis over the terms of the respective leases. This means that, with respect to a particular lease, actual amounts billed in accordance with the lease during any given period may be higher or lower than the amount of rental revenue recognized for the period. Straight-line rental revenue is commenced when the tenant assumes possession of the leased premises. Accrued straight-line rents receivable represents the amount by which straight-line rental revenue exceeds rents currently billed in accordance with lease agreements.

The Company (a) evaluates the sufficiency of the total equity at risk, (b) reviews the voting rights and decision-making authority of the equity investment holders as a group, and whether there are any guaranteed returns, protection against losses, or capping of residual returns within the group and (c) establishes whether activities within the venture are on behalf of an investor with disproportionately few voting rights in making this Variable Interest Entity (“VIE”) determination. The Company would consolidate a venture that is determined to be a VIE if it was the primary beneficiary. Beginning January 1, 2010, a new accounting standard became effective and changed the method by which the primary beneficiary of a VIE is determined. Through a primarily qualitative approach, the variable interest holder, if any, who has the power to direct the VIE’s most significant activities is the primary beneficiary. To the extent that the investment does not qualify as VIE, the Company further assesses the existence of a controlling financial interest under a voting interest model to determine whether the venture should be consolidated.

Our business requires heavy investment in manufacturing facilities and equipment that are technologically advanced but can quickly become significantly underutilized or rendered obsolete by rapid changes in demand. We have recorded intangible assets with finite lives related to our acquisitions.

We evaluate our long-lived assets with finite lives for impairment whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. Factors considered important that could result in an impairment review include significant underperformance relative to expected historical or projected future operating results, significant changes in the manner of use of the assets or the strategy for our business, significant negative industry or economic trends, and a significant decline in our stock price for a sustained period of time. Impairment is recognized based on the difference between the fair value of the asset and its carrying value, and fair value is generally measured based on discounted cash flow analysis if there is significant adverse change.

While we have not identified any changes in circumstances requiring further impairment test in fiscal year 2022 other than the circumstances related to the Singapore Theme Resort Project, we will continue to monitor impairment indicators, such as disposition activity, stock price declines or changes in forecasted cash flows in future periods. If the fair value of our reporting unit declines below the carrying value in the future, we may incur additional impairment charges.

During the fourth quarter of fiscal 2021, The Company recorded an impairment charge of $1,580 related to the doubtful recovery of a down payment on shop lots in the Singapore Theme Resort Project in Chongqing, China. The Company elected to take this noncash impairment charge because of 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 and its relevant government policies, together with effects of the ongoing pandemic.

~~Under the standard ASC Topic 820,~~ ~~Fair Value Measurements and Disclosures~~ (“ASC Topic 820”), fair value refers to the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between participants in the market in which the reporting entity transacts its business. ASC Topic 820 clarifies the principle that fair value should be based on the assumptions market participants would use when pricing the asset or liability. In support of this principle, ASC Topic 820 establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. Under the standard, fair value measurements would be separately disclosed by level within the fair value hierarchy.

~~We account for income taxes using the liability method in accordance with the provisions of ASC Topic 740,~~ ~~Accounting for Income Taxes~~ (“ASC Topic 740”), which requires an entity to recognize deferred tax liabilities and assets. Deferred tax assets and liabilities are recognized for the future tax consequence attributable to the difference between the tax bases of assets and liabilities and their reported amounts in the financial statements, which will result in taxable or deductible amounts in future years. Further, the effects of enacted tax laws or rate changes are included as part of deferred tax expenses or benefits in the period that covers the enactment date. Management believed it was more likely than not that the future benefits from these timing differences would not be realized. Accordingly, a full allowance was provided as of March 31, 2022 and 2021.

The calculation of tax liabilities involves dealing with uncertainties in the application of complex global tax regulations. We recognize potential liabilities for anticipated tax audit issues in the U.S. and other tax jurisdictions based on our estimate of whether, and the extent to which, additional taxes will be due. If the estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense would result.

We calculate compensation expense related to stock option awards made to employees and directors based on the fair value of stock-based awards on the date of grant. We determine the grant date fair value of our stock option awards using the Black-Scholes option pricing model and for awards without performance condition the related stock-based compensation is recognized over the period in which a participant is required to provide service in exchange for the stock-based award, which is generally four years. We recognize stock-based compensation expense in the consolidated statements of shareholders' equity based on awards ultimately expected to vest. Forfeitures are estimated on the date of grant and revised if actual or expected forfeiture activity differs materially from original estimates.

Determining the fair value of stock-based awards at the grant date requires significant judgment. The determination of the grant date fair value of stock-based awards using the Black-Scholes option pricing model is affected by our estimated common stock fair value as well as other subjective assumptions including the expected term of the awards, the expected volatility over the expected term of the awards, expected dividend yield and risk-free interest rates. The assumptions used in our option-pricing model represent management’s best estimates and are as follows:

~~We adopted ASC Topic 810,~~ ~~Consolidation~~ (“ASC Topic 810”). This guidance establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. This guidance requires that noncontrolling interests in subsidiaries be reported in the equity section of the controlling company’s balance sheet. It also changes the manner in which the net income of the subsidiary is reported and disclosed in the controlling company’s income statement.

The following table sets forth our revenue components for both three ~~months~~ and ~~nine~~six months ended ~~March~~December 31, 2022 and ~~2021, respectively.~~2021.

Revenue for the three and ~~nine~~six months ended ~~March~~December 31, 2022, was ~~$11,138~~$12,390 and ~~$32,231,~~$24,329, respectively, an increase of ~~$3,026~~$1,468 and ~~$9,077,~~$3,236, respectively, when compared to the revenue for the same period of ~~the prior fiscal year.~~Fiscal 2022. As a percentage, revenue increased by ~~37.3%~~13.4% and ~~39.2%~~15.3% for the three and ~~nine~~six months ended ~~March~~December 31, 2022, ~~respectively,~~ when compared to revenue for the same period of ~~the prior year.~~Fiscal 2022.

For the three and ~~nine~~six months ended ~~March~~December 31, 2022, ~~the $3,026 and $9,077~~there was an increase in ~~overall~~ revenue ~~was primarily due~~in the Testing and Manufacturing segments when compared to the same period of Fiscal 2022. The Distribution segment’s revenue decreased compared to the same period of Fiscal 2022.

Total revenue into and within China, the Southeast Asia regions and other countries (except revenue into and within the ~~United States)~~U.S.) increased by ~~$3,214~~$1,413 (or ~~41.7%~~13.2%), to ~~$10,927~~$12,067 and by ~~$9,318~~$3,187 (or ~~42.4%~~15.7%) to ~~$31,262~~$23,513 for the three and ~~nine~~six months ended ~~March~~December 31, 2022, respectively, as compared with ~~$7,713~~$10,654 and ~~$21,944, respectively,~~$20,326 for the same period of ~~last fiscal year.~~Fiscal 2022, respectively.

Total revenue into and within the U.S. was ~~$222~~$321 and ~~$988~~$814 for the three and ~~nine~~six months ended ~~March~~December 31, 2022, respectively, ~~a decrease~~an increase of ~~$177~~$53 and ~~$222~~$47 from ~~$399~~$268 and ~~$1,210~~$767 for the same periods of ~~the prior year,~~Fiscal 2022, respectively.

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

Revenue in the ~~manufacturing~~Manufacturing segment ~~was 27.8% and 31.6%~~ as a percentage of total revenue was 40.7% and 35.5% for the three and ~~nine~~six months ended ~~March~~December 31, 2022, respectively, ~~a decrease~~an increase of ~~10.8%~~8.4% and ~~8.7%~~1.9% of total revenue ~~respectively,~~ when compared to 32.3% and 33.6% in the same ~~periods~~period of ~~the last fiscal year.~~Fiscal 2022. The ~~absolute amount of~~ revenue ~~decreased~~increased by ~~$33~~$1,516 to ~~$3,097~~$5,044 from ~~$3,130~~$3,528 and increased by ~~$863~~$1,539 to ~~$10,187~~$8,629 from ~~$9,324~~$7,090 for the three and ~~nine~~six months ended ~~March~~December 31, 2022, ~~respectively, compared to the same periods of the last fiscal year.~~ respectively.

Revenue in the ~~manufacturing~~Manufacturing segment from one customer accounted for ~~44.2%~~38.0% and ~~23.1%~~50.9% of our total revenue in the ~~manufacturing~~Manufacturing segment for the three months ended ~~March~~December 31, 2022 and 2021, respectively, and ~~40.3%~~28.2% and ~~27.5%~~42.0% of our total revenue in the ~~manufacturing~~Manufacturing segment for the ~~nine~~six months ended ~~March~~December 31, 2022, and 2021, respectively.

~~The future revenue in our manufacturing segment will be affected by this one customer's purchase and capital expenditure plans if the customer base cannot be increased.~~

The ~~testing~~Testing segment's revenue was ~~39.6%~~45.6% for the three months ended ~~March~~December 31, 2022, representing a ~~decrease~~marginal increase of ~~3.6%~~0.2%, compared to ~~43.2%~~45.4% for the same ~~periods~~period of ~~the last fiscal year.~~Fiscal 2022. Revenue in the ~~testing~~Testing segment was ~~43.4%~~49.4% as a percentage of total revenue for the ~~nine~~six months ended ~~March~~December 31, 2022, ~~remaining consistent~~an increase of 4% compared to the same period of ~~the last fiscal year. The absolute amount of~~Fiscal 2022. Total revenue increased by ~~$913~~$682 to ~~$4,417 from $3,504~~$5,648 and increased by ~~$3,965~~$2,446 to ~~$13,983~~$12,012 from ~~$10,018~~$4,966 and $9,566 for the three and ~~nine~~six months ended ~~March~~December 31, 2022, respectively, as compared to the same periods of ~~the last fiscal year.~~

During the third quarter of fiscal year 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.

~~Based on our current visibility, revenue attributable to this joint venture is not expected to be material this fiscal year, as the joint venture company is in the development stage at this time.~~Fiscal 2022.

The revenue in the ~~testing~~Testing segment from ~~the~~ one customer ~~noted above~~ accounted for ~~59.5%~~40.9% and ~~58.6%~~63.0% of our revenue in the ~~testing~~Testing segment for the three months ended ~~March~~December 31, 2022 and 2021, respectively, and ~~62.09%~~45.6% and ~~58.8%~~63.3% of our total revenue in the ~~testing~~Testing segment for the ~~nine~~six months ended ~~March~~December 31, 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.

Revenue in the ~~distribution~~Distribution segment was ~~32.5%~~13.7% and ~~24.9%~~15.1% as a percentage of total revenue for the three and ~~nine~~six months ended ~~March~~December 31, 2022, respectively, ~~an increase~~a decrease of ~~14.4%~~8.5% and ~~8.6%~~5.8%, ~~respectively,~~ compared to the same ~~periods~~period of ~~the last fiscal year. The absolute amount of~~Fiscal 2022. Total revenue ~~increased~~decreased by ~~$2,153~~$726 to ~~$3,620~~$1,694 and decreased by $742 to $3,676 from ~~$1,467~~$2,420 and ~~increased by $4,248 to $8,038 from $3,790~~$4,418 for the three and ~~nine~~six months ended ~~March~~December 31, 2022, respectively, compared to the same ~~periods~~period of ~~the last fiscal year.~~Fiscal 2022.

The revenue in the Distribution segment from one customer accounted for 78.9% and 80.8% of our revenue in the Distribution segment for the three months ended December 31, 2022 and 2021, respectively, and 82.4% and 74.4% of our total revenue in the Distribution segment for the six months ended December 31, 2022 and 2021, 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.

The ~~real estate~~Real Estate segment ~~accounted for 0.1% of total revenue for both the three and nine months ended March 31, 2022, respectively. The absolute amount of~~ revenue decreased ~~by $7~~ to $4 and $12 from ~~$11~~$8 and ~~remained comparable~~$19 for the three and ~~nine~~six months ended ~~March~~December 31, 2022, ~~respectively,~~ compared to the same ~~periods~~period of ~~the last fiscal year.~~Fiscal 2022.

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 ~~from staff~~ 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 ~~expenses~~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.

InAs of December ~~2019, COVID-19 was reported~~2022, 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~~supply chain challenges, and inflationary pressures may continue to ~~multiple countries worldwide~~negatively impact our revenue and ~~has resulted in authorities implementing numerous measures~~gross margin. We continue to ~~try~~monitor and evaluate the business impact 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.react proactively.

~~The spread~~On August 9, 2022, the CHIPS and Science Act of COVID-19 has caused us to modify our business practices (including employee travel, employee work locations, and cancellation of physical participation in meetings, events and conferences), and we may take further actions as may be required by government authorities or that we determine are2022 (CHIPS Act) was enacted in the ~~best interest of our employees, customers, partners, and suppliers. There is no certainty that such measures~~United States. The CHIPS Act will ~~be sufficient~~provide financial incentives to ~~mitigate~~ the ~~risks posed by the virus and our ability to perform critical functions could be harmed.~~

~~The degree to which COVID-19 impacts our results will depend on future developments,~~semiconductor industry which are ~~highly uncertain~~primarily directed at manufacturing activities within the United States. We continue to evaluate the business impact and ~~cannot be predicted, including but not limited~~potential opportunities related to the ~~duration and spread~~CHIPS Act. As of date, we do not see any direct effect of the ~~pandemic, its severity,~~CHIPS Act on 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, we may experience material adverse impacts on our business as a result of the global economic impact and any recession that has occurred or may occurCompany in the foreseeable 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.

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. ~~Recently,~~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, ~~defense sectors,~~ 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.

Comparison of the Three Months Ended ~~March~~December 31, 2022, and ~~March~~December 31, 2021

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

							Three Months Ended
							December 31,
	Three Months Ended March 31,						2022			2021
	2022			2021			(Unaudited)			(Unaudited)
Revenue		100.0	%		100.0	%		100.0	%		100.0	%
Cost of sales		77.8			74.6			73.1	%		73.5	%
Gross Margin		22.2	%		25.4	%		26.9	%		26.5	%
Operating expenses
Operating expense
General and administrative		21.4	%		23.7	%		15.5	%		17.8	%
Selling		1.3			1.5			1.6	%		1.4	%
Research and development		0.7			1.0			1.2	%		1.2	%
Total operating expenses		23.4	%		26.2	%
Loss from Operations		(1.2	)%		(0.8	)%
Total operating expense								18.3	%		20.4	%
Income from Operations								8.6	%		6.1	%

Overall gross margin as a percentage of revenue ~~decreased~~increased by ~~3.2%~~0.4% to ~~22.2%~~26.9% for the three months ended ~~March~~December 31, 2022, from ~~25.4%~~26.5% for the same period of ~~the last fiscal year.~~

Fiscal 2022. Gross ~~profit margin as a percentage of revenue in the manufacturing segment decreased~~profits increased by ~~13.1%~~$445 to ~~18.3%~~$3,335 for the three months ended ~~March~~December 31, 2022, ~~as compared to 31.4%~~from $2,890 for the same period in the last fiscal year. In absolute dollar amounts, gross profits in the manufacturing segment decreased by $415 to $567 for the three months ended March 31, 2022, from $982 for the same period in the last fiscal year. The decrease in gross profit margin was primarily due to a higher proportion of lower profit margin product sales for the three months ended March 31,Fiscal 2022.

Gross profit margin as a percentage of revenue in the ~~testing~~Manufacturing segment increased by ~~4.0%~~5.2% to ~~28.3%~~23.7% for the three months ended ~~March~~December 31, 2022, as compared to ~~24.3% in~~18.5% for the same period ofin Fiscal 2022. Gross profits in the ~~last fiscal year.~~Manufacturing segment increased by $541 to $1,195 for the three months ended December 31, 2022, from $654 for the same period in Fiscal 2022. The increase in gross profit margin was primarily due to a higher proportion of high profit margin product sales for the three months ended December 31, 2022 compared to the same period of Fiscal 2022.

Gross profit margin as a percentage of revenue in the Testing segment decreased by 4.1% to 33.7% for the three months ended December 31, 2022, compared to 37.8% in the same period of Fiscal 2022. The decrease in gross profit margin percentage was mainly due to ~~an increase in orders across the Group, coupled with the price adjustments. Significant portions of our cost of goods sold are fixed~~lower margins in the Singapore and Tianjin testing ~~segment. Thus, as~~operations resulting from lower demand due to inventory corrections made by customers in the ~~demand for services and factory utilization increases, the fixed costs are spread over the increased output, which increases the gross profit margin.~~second quarter of Fiscal 2023. In absolute dollar amounts, gross profit in the testing segment increased by ~~$395~~$24 to ~~$1,248~~$1,901 for the three months ended ~~March~~December 31, 2022, from ~~$853~~$1,877 for the same period of ~~the last fiscal year.~~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 ~~increased~~decreased by ~~2.7%~~0.4% to ~~18.6%~~14.9% for the three months ended ~~March~~December 31, 2022, from ~~15.9%~~15.3% in the same period of ~~the last fiscal year. In absolute dollar amounts, gross~~Fiscal 2022. Gross profit in the ~~distribution~~Distribution segment for the three months ended ~~March~~December 31, 2022, was ~~$675, indicating an increase~~$253, a decrease of ~~$442,~~$117, compared to ~~$233~~$370 in the same period of ~~the last fiscal year. The increase in gross margin as a percentage of revenue was due to an increase in the distribution revenue.~~Fiscal 2022.

~~In absolute dollar amounts, for~~For the three months ended ~~March~~December 31, 2022, gross loss in the ~~real estate~~Real Estate segment was ~~$16,~~$14, as compared to $8$11 for the same period of ~~last fiscal year.~~Fiscal 2022.

Operating ~~expenses~~expense for the three months ended ~~March~~December 31, 2022 and 2021 ~~were~~was as follows:

General and administrative ~~expenses increased~~expense decreased by ~~$455,~~$28 or ~~23.7%~~1.5%, from ~~$1,923~~$1,947 to ~~$2,378~~$1,919 for the three months ended ~~March~~December 31, 2022, compared to the same period of ~~last fiscal year.~~Fiscal 2022. The ~~increase~~decrease in general and administrative ~~expenses~~expense was mainly attributable to the ~~higher stock option compensation expenses led by~~bonus provision adjustments in this quarter that offset the ~~higher volatility~~increase of ~~stock prices.~~administrative expense relating to the Company’s new subsidiary Trio-Tech Jiangsu, which was setup in the third quarter of Fiscal 2022.

Selling ~~expenses~~expense increased by ~~$23,~~$37, or ~~18,7%~~23.7%, from ~~$123~~$156 to ~~$146~~$193 for the three months ended ~~March~~December 31, 2022, compared to the same period of ~~the last fiscal year.~~Fiscal 2022. The increase in selling ~~expenses~~expense was primarily attributable to an increase in commission ~~expenses~~costs in the ~~distribution~~Manufacturing segment of the Singapore operations as a result of an increase in commissionable revenue, ~~coupled with~~and an increase in ~~payroll-related expenses~~travel costs due to increased business travel in ~~Thailand operation.~~the second quarter of Fiscal 2023, compared to the same quarter of Fiscal 2022.

~~Loss~~Income from operations was ~~$130~~$1,052 for the three months ended ~~March~~December 31, 2022, an increase of ~~$65,~~$396, compared to ~~$65 loss~~profit of $656 from operations for the same period of ~~last fiscal year. The result~~Fiscal 2022. This was mainly due to ~~the increase in operating expenses, offset with the increase in~~higher revenue and improved gross profit margin ~~as previously discussed.~~from Manufacturing and Testing segments.

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

Interest expense was ~~$31~~$10 for the three months ended ~~March~~December 31, 2022, ~~an increase~~a decrease of ~~$6,~~$18, or ~~24.0%~~64.3%, compared to ~~$25~~$28 for the ~~three months ended March 31, 2021.~~same period of Fiscal 2022. As of ~~March~~December 31, 2022, the Company had an unused line of credit of ~~$5,158~~$6,139 as compared to ~~$5,520~~$5,207 at ~~March~~December 31, 2021.

Other (expense) / income for the three months ended ~~March~~December 31, 2022 and 2021 were as follows:

	Three Months Ended March 31,					Three Months Ended
(Unaudited)	2022			2021
						December 31,
						2022			2021
						(Unaudited)			(Unaudited)

Interest income	$	13			26	$	37		$	16
Other rental income		30			25		27			29
Exchange (loss) / gain		(9	)		58
Exchange loss							(349	)		(38	)
Bad debt recovery							-			102
Commission income							-			200
Government grant		62			152		21			28
Other miscellaneous income		31			12		21			44
Total	$	127		$	273	$	(243	)	$	381

Other income decreased by ~~$146~~$624 from ~~$273~~$381 to ~~$127~~other expense of $243 for the three months ended ~~March~~December 31, 2022 compared to the same period in ~~the last fiscal year.~~Fiscal 2022. The decrease was ~~primarily due to~~mainly contributed by a ~~decrease~~negative foreign currency impact in the ~~government grant received amounting to $90, coupled with an increase~~second quarter of 67Fiscal 2023 and the absence of one-time commission income that was earned in ~~exchange loss.~~the same period in Fiscal 2022.

InOur net income is impacted by the overall strengthening or weakening of the U.S. Dollars since the functional currency of our foreign subsidiaries is not U.S. Dollars. During the three months ended ~~March~~December 31, 2022, exchange rate movement negatively impacted our net income due to the ~~Company received government grants aggregating $62 from the local government in the Malaysia and Thailand operations,~~strengthening of ~~which $nil reflects financial assistance to mitigate the negative impact on the businesses amid the pandemic.~~

~~In the three months ended March 31, 2021, the Company received government grants aggregating $152 from the local government in~~ the Singapore ~~and Malaysia operations, of which $107 reflects financial assistance to mitigate~~dollars against the ~~negative impact on the businesses amid the pandemic.~~U.S. Dollars.

The Company's income tax expense was ~~$170~~$241 and ~~$118~~$153 for the three months ended ~~March~~December 31, 2022, and ~~March 31,~~ 2021, respectively. ~~Income tax expenses increased despite increased of loss mainly~~The increase was primarily due to ~~Singapore operations incurring higher income tax due to full utilization of tax allowances coupled with~~ the ~~additional tax arising from under provision of tax expenses for the financial year ended 2020.~~increase in taxable income.

As of ~~March~~December 31, 2022, 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% of interest in Trio-Tech JiangSu Co. Ltd. The share of non-controlling interest in the net ~~loss~~profit from the subsidiaries ~~by the noncontrolling interest~~ for the three months ended ~~March~~December 31, 2022 was ~~$37, a decrease~~$58, an increase of ~~$75~~$57 compared to the share of non-controlling interest in the net ~~loss~~income from the subsidiaries ~~by the noncontrolling interest~~ of ~~$112~~$1 for the same period of ~~the previous fiscal year.~~Fiscal 2022. The ~~decrease~~increase in the net ~~loss of the noncontrolling~~income shared by non-controlling interest in the subsidiaries was attributable to the ~~decrease~~increase in net ~~loss~~income generated by the ~~Malaysia~~China operation.

Net ~~(loss) /~~ Income Attributable to Trio-Tech International Common Shareholders

Net ~~loss~~income attributable to Trio-Tech International common shareholders for the three months ended ~~March~~December 31, 2022, was ~~$167,~~$507, a change of ~~$345,~~$348, compared to a net income of ~~$178~~$855 for the same period ~~last fiscal year.~~Fiscal 2022.

Basic earnings per share from continuing operations were ~~negative $0.04~~$0.12 for the three months ended ~~March~~December 31, 2022, compared to ~~$0.05~~$0.22 for the same period in ~~the last fiscal year.~~Fiscal 2022. Basic earnings per share from discontinued operations were $nil for both the three months ended ~~March~~December 31, 2022 and 2021.

Diluted earnings per share from continuing operations were ~~negative $0.04~~$0.12 for the three months ended ~~March~~December 31, 2022, as compared to ~~$0.04~~$0.20 for the same period in ~~the last fiscal year.~~Fiscal 2022. Diluted earnings per share from discontinued operations were $nil for both the three months ended ~~March~~December 31, 2022 and 2021.

The revenue, gross margin and income or loss from operations for each segment during the ~~third~~first quarter of ~~fiscal year~~Fiscal 2023 and Fiscal 2022 ~~and fiscal year 2021~~ 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.

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

	Three Months Ended March 31,						Three Months Ended
(Unaudited)	2022			2021
							December 31,
							2022			2021
							(Unaudited)			(Unaudited)
Revenue	$	3,097		$	3,130		$	5,044		$	3,528
Gross margin		18.3	%		31.4	%		23.7	%		18.5	%
(Loss) / Income from operations	$	(145	)	$	214
Income / (loss) from operations							$	301		$	(48	)

~~Loss~~Income from operations from the ~~manufacturing~~Manufacturing segment was ~~$145~~$301 compared to ~~income~~loss from operations of ~~$214~~$48 in the same period of ~~the last fiscal year,~~Fiscal 2022, primarily due to ~~a decrease~~an increase in gross profit margin ~~of $415,~~ offset ~~with a decrease~~by an increase in operating ~~expenses~~expense of ~~$56.~~$315. Operating ~~expenses~~expense for the ~~manufacturing~~Manufacturing segment were ~~$712~~$894 and ~~$768~~$701 for the three months ended ~~March~~December 31, 2022 and 2021, respectively. The ~~decrease~~increase in operating ~~expenses~~expense was mainly due to ~~a decrease~~an increase of ~~$49~~$76 in general and administrative ~~expenses and $11~~expense, $52 in selling ~~expenses, offset with~~expense and an increase of $4$29 in corporate overhead ~~expenses. The decrease in general and administrative expenses was mainly attributable to a decrease in payroll-related expenses in the Singapore operations.~~expense.

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

	Three Months Ended March 31,						Three Months Ended
(Unaudited)	2022			2021
							December 31,
							2022			2021
							(Unaudited)			(Unaudited)
Revenue	$	4,417		$	3,504		$	5,648		$	4,966
Gross margin		28.3	%		24.3	%		33.7	%		37.8	%
Loss from operations	$	(124	)	$	(320	)
Income from operations							$	547		$	588

~~Loss~~Income from operations in the ~~testing~~Testing segment for the three months ended ~~March~~December 31, 2022 was ~~$124, a decrease of $196 from loss from operations of $320~~$547 compared to $588 in the same period of ~~the last fiscal year. The improvement~~Fiscal 2022, was mainly attributable to an increase of ~~$395 in gross profit, as discussed earlier, offset by an increase of $199 in~~ operating expenses. Operating ~~expenses were $1,372~~expense was $1,354 and ~~$1,173~~$1,290 for the three months ended ~~March~~December 31, 2022 and 2021, respectively. The increase of ~~$199~~$64 in operating ~~expenses~~expense was mainly due to an increase of ~~$7 in selling expenses, and an increase of $204~~$124 in general and administrative ~~expenses. The increases were partially~~expense while offset by a decrease ~~of $12~~ in selling expense and corporate overhead expenses. The increase in general and administrative expenses was mainly due to higher payroll related expenses in the Singapore operation and higher staff benefit expenses in China operations.expense.

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

	Three Months Ended March 31,						Three Months Ended
(Unaudited)	2022			2021
							December 31,
							2022			2021
							(Unaudited)			(Unaudited)
Revenue	$	3,620		$	1,467		$	1,694		$	2,420
Gross margin		18.6	%		15.9	%		14.9	%		15.3	%
Income from operations	$	576		$	163		$	217		$	277

Income from operations in the Distribution segment for three months ended December 31, 2022 was $217, compared to $277 for the ~~distribution segment~~same period of Fiscal 2022. The decrease of $60 was mainly due to lower sales, thereby reducing the gross profit. Operating expense were $36 and $92 for the three months ended March 31, 2022 was $576 compared to $163 for the same period of last fiscal year. The increase of $413 was mainly due to an increase of $442 in the gross margin, as discussed earlier, offset by an increase in operating expenses. Operating expenses were $99 and $70 for the three months ended MarchDecember 31, 2022 and 2021, respectively.

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

	Three Months Ended March 31,						Three Months Ended
(Unaudited)	2022			2021
							December 31,
							2022			2021
							(Unaudited)			(Unaudited)
Revenue	$	4		$	11		$	4		$	8
Gross margin		(400.0	)%		(82.0	)%		(350.0	)%		(137.5	)%
Loss from operations	$	(35	)	$	(23	)	$	(28	)	$	(28	)

Loss from operations in the ~~real estate~~Real Estate segment was $28 for the three months ended ~~March~~December 31, 2022 ~~was $35 compared to $23~~and for the same period of ~~last fiscal year.~~Fiscal 2022. Operating ~~expenses were $19~~expense was $14 and ~~$15~~$17 for the three months ended ~~March~~December 31, 2022 and 2021, respectively.

The ~~(loss)~~income / ~~income~~(loss) from operations for Corporate for the three months ended ~~March~~December 31, 2022, and 2021 was as follows:

Corporate operating ~~loss~~profit was ~~$402~~$32 for the three months ended ~~March~~December 31, 2022, compared to loss of ~~$99~~$133 in the same period of ~~the last fiscal year. The increase in operating loss was mainly due to the stock option compensation expenses incurred.~~Fiscal 2022.

Comparison of the ~~Nine~~Six Months Ended ~~March~~December 31, 2022, and ~~March~~December 31, 2021

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

	Nine Months Ended						Six Months Ended
	Mar. 31, 2022			Mar. 31, 2021			Dec. 31, 2022			Dec. 31, 2021

Revenue		100.0	%		100.0	%		100.0	%		100.0	%
Cost of sales		73.5			76.5			71.4			71.2
Gross Margin		26.5	%		23.5	%		28.6	%		28.8	%
Operating expenses:
General and administrative		19.6	%		22.7	%		17.4	%		18.6	%
Selling		1.4			1.5			1.5			1.4
Research and development		0.9			1.2			0.9			1.0
Total operating expenses		21.9	%		25.4	%	19.8		%		21.0	%
Income / (Loss) from Operations		4.6	%		(1.9	)%
Income from Operations								8.8	%		7.8	%

Overall gross margin as a percentage of revenue ~~increased~~decreased marginally by ~~3.0%~~0.2% to ~~26.5%~~28.6% for the ~~nine~~six months ended ~~March~~December 31, 2022, compared to ~~23.5%~~28.8% in the same period of ~~last fiscal year. In terms of absolute dollar amounts, gross profits~~Fiscal 2022. Gross profit increased by ~~$3,095~~$888 to ~~$8,543~~$6,957 for the ~~nine~~six months ended ~~March~~December 31, 2022, from ~~$5,448~~$6,069 for the same period of ~~the last fiscal year.~~

Gross profit margin as a percentage of revenue in the manufacturing segment decreased by 3.4% to 23.1% for the nine months ended March 31, 2022, from 26.5% in the same period of the last fiscal year. In absolute dollar amounts, gross profit decreased by $120 to $2,349 for the nine months ended March 31, 2022 compared to $2,469 for the same period in the last fiscal year. The decrease in gross profit margin was primarily due to a higher proportion of lower profit margin product sales, despite an increase in revenue for the nine months ended March 31,Fiscal 2022.

Gross profit margin as a percentage of revenue in the ~~testing~~Manufacturing segment increased by ~~11.0%~~1.0% to ~~34.6%~~26.1% for the ~~nine~~six months ended ~~March~~December 31, 2022, from ~~23.6%~~25.1% in the same period of Fiscal 2022. Gross profit increased by $473 to $2,255 for the ~~last fiscal year.~~six months ended December 31, 2021 compared to $1,782 for the same period of Fiscal 2022. The gross margin increase ~~in gross profit margin~~ was ~~mainly~~primarily due to an increase in orders across the Group, coupled with the price adjustments. As the demand for services and factory utilization increase, the fixed costs are spread over the increased output, which increases the gross profit margin. In terms of absolute dollar amounts, gross profitManufacturing segment revenue in the ~~testing segment increased by $2,476~~first half of Fiscal 2023 compared to ~~$4,842 for the nine months ended March 31, 2022, from $2,366 for~~ the same period of ~~the last fiscal year.~~Fiscal 2022.

Gross profit margin as a percentage of revenue in the ~~distribution~~Testing segment ~~remained comparable~~decreased by 3.1% to 34.5% for the ~~nine~~six months ended ~~March~~December 31, 2022, from 37.6% in the same period of Fiscal 2022. Gross profit in the Testing segment increased by $545 to $4,139 for the six months ended December 31, 2022, from $3,594 for the same period of Fiscal 2022 due to improved performance in the first quarter of Fiscal 2023. The decrease in gross profit margin was mainly due to lower margins in the Testing segment resulting from lower demand due to inventory corrections made by customers in the second quarter of Fiscal 2023.

Gross profit margin as a percentage of revenue in the Distribution segment was 16.0% for the six months ended December 31, 2022, compared to 16.1% in the same period of Fiscal 2022. Gross profit in the Distribution segment for the six months ended December 31, 2022, was $587, a decrease of $125 compared to $712 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 ~~the last fiscal year. The gross margin as a percentage of revenue remained comparable, despite there being an increase~~Fiscal 2022.

Gross loss in the ~~distribution revenue due to an increase in sales of low profit margin products in our Singapore operation~~Real Estate segment increased by $5 for the ~~nine~~six months ended ~~March~~December 31, 2022, from $19 in the same period of Fiscal 2022.

Operating expense for the six months ended December 31, 2022 and 2021 were as follows:

General and administrative expense increased by $297, or 18.2%, from $3,927 to $4,224 for the six months ended December 31, 2022, compared to the same period of ~~last fiscal year. In terms of absolute dollar amounts, gross profit~~Fiscal 2022. The increase in general and administrative expense was primarily due to the general and administrative expense relating to the Company’s new subsidiary Trio-Tech Jiangsu, which was setup in the ~~distribution segment~~third quarter of Fiscal 2022, coupled with increased manpower costs.

Selling expense increased by $63, or 20.8%, for the ~~nine~~six months ended March 31, 2022, was $1,386, an increase of $738 compared to $648 in the same period of the last fiscal year. The gross profit margin of the distribution segment was affected not only by the market price of our products but also by our product mix, which frequently changes due to fluctuations in market demand.

~~Gross loss margin as a percentage of revenue in the real estate segment increased by 21.9% to 163.6% for the nine months ended March~~December 31, 2022, from ~~141.7% in the same period of the last fiscal year. In terms of absolute dollar amounts, gross loss was $36 for the nine months ended March 31, 2022, compared~~$303 to ~~gross loss of $34 for the same period in the last fiscal year.~~

~~Operating expenses for the nine months ended March 31, 2022 and 2021 were as follows:~~

~~General and administrative expenses increased by $1,060, or 20.3%, from $5,245 to $6,305 for the nine months ended March 31, 2022,~~$366 compared to the same period of the last fiscal year. The increase in general and administrative expenses was primarily due to the higher payroll-related expenses in the Singapore and U.S. operations and an increase in staff-related expenses in the China operation, coupled with the higher stock option compensation.

~~Selling expenses increased by $93, or 26.1%, for the nine months ended March 31, 2022, from $356 to $449 compared to the same period of the last fiscal year.~~Fiscal 2022. The increase in selling ~~expenses~~expense was primarily attributable to an increase in commission ~~expenses~~expense in the ~~manufacturing and distribution~~Manufacturing segment of Singapore operation as a result of an increase in commissionable ~~revenue. In addition, there was also an increase in payroll expenses in the Thailand operation.~~revenue and increased travel costs.

Income from operations was ~~$1,496~~$2,136 for the ~~nine~~six months ended ~~March~~December 31, 2022, compared to ~~loss from operations of $429~~$1,626 for the same period of ~~the last fiscal year.~~Fiscal 2022. The ~~improvement~~increase was mainly due to the increase in gross profit margin, offset ~~with~~by an increase in operating ~~expenses,~~expense, as discussed earlier.

Interest expense for the ~~nine~~six months ended ~~March~~December 31, 2022 and 2021 were as follows:

	Nine Months Ended				Six Months Ended
	Mar. 31, 2022		Mar. 31, 2021		Dec. 31, 2022		Dec. 31, 2021
(Unaudited)
Interest expense	$	87	$	96	$	54	$	56

Interest expense decreased marginally by $9$2 to ~~$87~~$54 from ~~$96~~$56 for the ~~nine~~six months ended ~~March~~December 31, 2022, compared to the same period of ~~the last fiscal year.~~Fiscal 2022. The decrease was mainly due to lower ~~bank-loan principal~~utilization of lines of credit in ~~the Malaysia~~Singapore operation. ~~Additionally, the bank loans payables decreased by $97 to $1,963 for the nine months ended March 31, 2022, compared to $2,060 as of June 30, 2021.~~

Other (expense) / income for the ~~nine~~six months ended ~~March~~December 31, 2022 and 2021 was as follows:

Other ~~income~~expense for the ~~nine~~six months ended ~~March~~December 31, 2022 was ~~$669, an increase~~$64, a decrease of ~~$42~~$606 compared to ~~$627~~other income of $542 for the same period of ~~last fiscal year.~~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.

InOur net income is impacted by the ~~nine months ended March 31, 2022,~~overall strengthening or weakening of the ~~Company received government grants aggregating $160 from~~U.S. Dollar since the ~~local governments~~functional currency of our foreign subsidiaries is not the U.S. Dollar. 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 ~~Singapore and Malaysia operations,~~first quarter of ~~which $61 reflects financial assistance to mitigate the negative impact on the businesses amid the pandemic.~~

In the nine months ended March 31, 2021, the Company received government grants aggregating $412 from the local governments in the Singapore and Malaysia operations, of which $263 reflects financial assistance to mitigate the negative impact on the businesses amid the pandemic.Fiscal 2023.

Income tax ~~expenses~~expense for the ~~nine~~six months ended ~~March~~December 31, ~~2022~~2021 was ~~$503,~~$466, an increase of ~~$378~~$133 compared to ~~tax expenses~~ of ~~$125~~$333 for the same period ~~last fiscal year.~~of Fiscal 2022. The increase in income tax expense was primarily due to increase in the taxable income across the ~~Group for~~Company in the ~~nine~~six months ended ~~March~~December 31, 2022.

As of ~~March~~December 31, 2022, we held a 55% interest in Trio-Tech ~~Malaysia,~~(Malaysia) Sdn. Bhd., Trio-Tech (Kuala Lumpur) Sdn. Bhd., SHI International Pte. Ltd., and ~~PTSHI Indonesia, and~~52% interest in PT. SHI Indonesia. We also held a 76% interest in Prestal Enterprise Sdn. ~~Bhd.~~Bhd and 51% interest in Trio-Tech JiangSu Co. Ltd. The net income attributable to the noncontrolling interest in these subsidiaries for the ~~nine~~six months ended ~~March~~December 31, 2022, was ~~$25,~~$154, a ~~decrease~~change of ~~$429,~~$142, compared to a net ~~loss~~income of ~~$454~~$12 for the same period of ~~last fiscal year.~~Fiscal 2022. The ~~improvement~~increase was attributable to the increase in net income generated by the ~~Malaysia operation for the nine months ended March 31, 2022.~~China operation.

Net income was ~~$1,605~~$1,389 for the ~~nine~~six months ended ~~March~~December 31, 2022, ~~an increase~~a decrease of ~~$1,200~~$383 compared to a net income of ~~$405~~$1,772 for the same period ~~in the last fiscal year.~~of Fiscal 2022. The increase was mainly due to the increase in revenue and gross margin. However, the increase was partially offset ~~with~~by an increase in operating ~~expenses, as discussed earlier.~~expense and other expense.

Basic earnings per share from continuing operations was ~~$0.40~~$0.34 for the ~~nine~~six months ended ~~March~~December 31, 2022, compared to ~~$0.11~~$0.46 for the same period in ~~the last fiscal year.~~Fiscal 2022. Basic earnings per share from discontinued operations were ~~nil~~$nil for both the ~~nine~~six months ended ~~March~~December 31, 2022 and 2021.

Diluted earnings per share from continuing operations was ~~$0.38~~$0.33 for the ~~nine~~six months ended ~~March~~December 31, 2022, compared to ~~$0.10~~$0.43 for the same period ~~in the last fiscal year.~~of Fiscal 2022. Diluted earnings per share from discontinued operations were ~~nil~~$nil for both the ~~nine~~six months ended ~~March~~December 31, 2022 and 2021.

The revenue, gross profit margin, and income or loss from operations in each segment for the ~~nine~~six months ended ~~March~~December 31, 2022 and 2021, 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.

The revenue, gross margin and income from operations for the ~~manufacturing~~Manufacturing segment for the ~~nine~~six months ended ~~March~~December 31, 2022 and 2021 were as follows:

	Nine Months Ended						Six Months Ended
	Mar. 31, 2022			Mar. 31, 2021			Dec. 31, 2022			Dec. 31, 2021
(Unaudited)
Revenue	$	10,187		$	9,324		$	8,629		$	7,090
Gross margin		23.1	%		26.5	%		26.1	%		25.1	%
Income from operations	$	107		$	277		$	477		$	252

Income from operations from the ~~manufacturing~~Manufacturing segment was ~~$107~~$477 for the ~~nine~~six months ended ~~March~~December 31, 2022, ~~a decrease~~an increase of ~~$170~~$225 as compared to ~~$277~~$252 in the same period of ~~the last fiscal year~~Fiscal 2022 due to ~~a decrease~~an increase in gross margin. The ~~decrease~~increase in gross margin was partially offset with an increase in operating ~~income was mainly due to a decrease in gross margin.~~expense. The ~~manufacturing~~Manufacturing segment's operating ~~expenses~~expense were ~~$2,242~~$1,778 and ~~$2,193~~$1,529 for the ~~nine~~six months ended ~~March~~December 31, 2022 and 2021, respectively. The increase in operating ~~expenses~~expense of ~~$43~~$249 was mainly due to an increase in ~~selling expenses~~general and administrative expense by ~~$14,~~$75, and an increase in ~~corporate overhead~~selling expense by ~~$36~~$82 compared to the same period of ~~last fiscal year.~~Fiscal 2022. The increase ~~was offset by a decrease~~ in general and administrative expense was mainly attributable to an increase in payroll-related expenses ~~by $7.~~in the Singapore operations. The increase in selling expense was primarily attributable to an increase in commission expenses in the Manufacturing segment of Singapore operation because of an increase in commissionable revenue.

The revenue, gross margin and loss from operations for the ~~testing~~Testing segment for the ~~nine~~six months ended ~~March~~December 31, 2022 and 2021 were as follows:

	Nine Months Ended						Six Months Ended
	Mar. 31, 2022			Mar. 31, 2021			Dec. 31, 2022			Dec. 31, 2021
(Unaudited)
Revenue	$	13,983		$	10,018		$	12,012		$	9,566
Gross margin		34.6	%		23.6	%		34.5	%		37.6	%
Income / (Loss) from operations	$	999		$	(993	)
Income from operations							$	1,129		$	1,124

Income from operations in the ~~testing~~Testing segment for the ~~nine~~six months ended ~~March~~December 31, 2022, was ~~$999, an~~$1,129, a slight improvement of ~~$1,992~~$5 compared to ~~loss from operation $993~~$1,124 in the same period of ~~the last fiscal year due to an increase in gross margin and testing volume.~~Fiscal 2022. The increase in gross ~~margin~~profit of $545 was partially offset ~~with~~by an increase in operating ~~expenses~~expense by ~~$483.~~$540. Operating ~~expenses were $3,843~~expense was $3,011 and ~~$3,360~~$2,471 for the ~~nine~~six months ended ~~March~~December 31, 2022 and 2021, respectively. The higher operating ~~expenses were~~expense was mainly attributed to an increase in general and administrative ~~expenses~~expense and ~~selling expenses~~corporate overhead by ~~$493~~$356 and ~~$37,~~$234, respectively. ~~The increase offset with a decrease in corporate overheads by $56.~~

The increase in general and administrative ~~expenses~~expense was mainly due to ~~higher payroll related expenses~~costs incurred in Company’s new subsidiary Trio-Tech Jiangsu, which was setup in the ~~Singapore operation and higher staff benefit expenses in China operations.~~third quarter of Fiscal 2022, coupled with increased manpower costs. The ~~decrease~~increase in corporate overhead ~~expenses~~expense was due to a change in the corporate overhead allocation compared to the same period ~~last fiscal year.~~of Fiscal 2022. Corporate charges are allocated on a predetermined fixed charge basis.

The revenue, gross margin and income from operations for the ~~distribution~~Distribution segment for the ~~nine~~six months ended ~~March~~December 31, 2022 and 2021 were as follows:

	Nine Months Ended						Six Months Ended
	Mar. 31, 2022			Mar. 31, 2021			Dec. 31, 2022			Dec. 31, 2021
(Unaudited)
Revenue	$	8,038		$	3,790		$	3,676		$	4,418
Gross margin		17.2	%		17.1	%		16.0	%		16.1	%
Income from operations	$	1,108		$	407		$	482		$	531

Income from operations in the ~~distribution~~Distribution segment for the ~~nine~~six months ended ~~March~~December 31, 2022 was ~~$1,108, an increase~~$482, a decrease of ~~$701~~$49 compared to ~~$407~~$531 in the same period of ~~the last fiscal year.~~Fiscal 2022. The ~~increase~~decrease in operating income was primarily due to ~~an increase~~a decrease in gross margin by ~~$739,~~$125, which was partially offset with a decrease in operating ~~expenses~~expense of ~~$38.~~$76. Operating ~~expenses~~expense were ~~$279~~$106 and ~~$241~~$180 for the ~~nine~~six months ended ~~March~~December 31, 2022 and 2021, respectively. The decrease in operating expense was mainly contributed by decrease in general and administrative expense of $60.

The revenue, gross loss margin and loss from operations for the ~~real estate~~Real Estate segment for the ~~nine~~six months ended ~~March~~December 31, 2022 and 2021 were as follows:

	Nine Months Ended						Six Months Ended
	Mar. 31, 2022			Mar. 31, 2021			Dec. 31, 2022			Dec. 31, 2021
(Unaudited)
Revenue	$	23		$	22		$	12		$	19
Gross loss margin		163.6	%		163.6	%		200.0	%		100.0	%
Loss from operations	$	(86	)	$	(84	)	$	(42	)	$	(51	)

Loss from operations in the ~~real estate~~Real Estate segment for the ~~nine~~six months ended ~~March~~December 31, 2022 was ~~$86,~~$42, a decrease of $9 compared to ~~$84~~$51 for the same period of ~~the last fiscal year.~~Fiscal 2022. The decrease in operating loss was mainly due to a decrease in operating expense. Operating ~~expenses were $51~~expense was $18 and ~~$48~~$32 for the ~~nine~~six months ended ~~March~~December 31, 2022 and 2021, respectively.

The income/(loss)~~/ income~~ from operations for corporate for the ~~nine~~six months ended ~~March~~December 31, 2022 and 2021 were as follows:

	Nine Months Ended						Six Months Ended
	Mar. 31, 2022			Mar. 31, 2021			Dec. 31, 2022		Dec. 31, 2021
(Unaudited)
(Loss)/ Income from operations	$	(636	)	$	(36	)
Income / (Loss) from operations							$	90	$	(230	)

The ~~deterioration~~improvement of ~~$600~~$320 was mainly due to ~~higher stock option compensation expense, coupled with~~ 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.

During the ~~nine~~six months ended ~~March~~December 31, 2022 total assets increased by ~~$3,497~~$2,775 to ~~$41,803~~$46,196 compared to ~~$38,306~~$43,421 as of June 30, ~~2021.~~2022. The increase ~~in total assets~~ was primarily due to an increase in inventories, trade receivables and property, plant and equipment and restricted term deposits, partially offset by decrease in cash and cash equivalents, ~~trade account receivables,~~short-term deposit, other receivables, ~~inventories,~~ prepaid ~~expenses and other current assets, and operating lease right-of-use. This was partially offset by a decrease in short-term deposits,~~expense, deferred tax assets, investment properties, ~~other~~right-of-use assets ~~property, plant~~ and ~~equipment, restricted term deposits and financed sales receivable.~~operating right-of-use assets.

Cash and cash equivalents were ~~$7,478~~$6,379 as at ~~March~~December 31, 2022, reflecting an decrease of $1,319 from $7,698 as at June 30, 2022, primarily due to placement of additional term deposits and repayment in lines of credit for the six months ended December 31, 2022.

Short-term deposits and restricted term deposits were $7,484 as at December 31, 2022, reflecting an increase of ~~$1,642~~$386 from ~~$5,836~~$7,098 as at June 30, ~~2021, primarily due to the withdrawal of the short-term deposit for the nine months ended March 31,~~ 2022.

~~Short-term deposits were $4,953 as at March 31, 2022, reflecting a decrease of $1,698 from $6,651 as at June 30, 2021.~~ The ~~decrease~~increase was primarily due to ~~withdrawal of the short-term deposit for the nine months ended March 31, 2022~~additional term deposits placement and ~~reflected in the cash and cash equivalents.~~also foreign currency movement.

As at ~~March~~December 31, 2022, the trade accounts receivable balance increased by ~~$2,292~~$1,740 to ~~$10,585,~~$13,332, from ~~$8,293~~$11,592 as at June 30, ~~2021,~~2022, primarily due to an increase in overall ~~Group’s revenue. This increase was partially offset by the decrease in the U.S. operations.~~revenue of all entities on a consolidated basis. The number of days’ sales outstanding in accounts receivables for the Group was 7991 days and 81 days at the end of the ~~third~~second quarter of ~~the fiscal year 2022~~Fiscal 2023 and the end of ~~the last fiscal year,~~Fiscal 2022, respectively.

AsOther receivables as at ~~March~~December 31, 2022 ~~other receivables were $1,329, reflecting an increase~~mainly comprised of ~~$667 from $662 as at June 30, 2021. The increase was primarily due to an increase in~~ advance payments made to suppliers and refundable services taxes in the Singapore ~~operation.~~operations.

Inventories as at ~~March~~December 31, 2022, were ~~$2,272,~~$3,219, an increase of ~~$192,~~$961, compared to ~~$2,080~~$2,258 as at June 30, ~~2021.~~2022. The increase in inventories was in line with ~~an increase in orders by customers~~the backlog in the manufacturing and distribution ~~segment~~segments of ~~the~~our Singapore operations.

Prepaid expenses were ~~$732~~$610 as at ~~March~~December 31, 2022 compared to ~~$418~~$1,215 as at June 30, ~~2021. The increase of $314~~2022. This was ~~primarily~~mainly due to the ~~advance payment~~asset capitalization of down payments made for the ~~new factory’s utilities deposit~~purchase of equipment in the China operation.

Investment properties’ net in China was ~~$636~~$533 as at ~~March~~December 31, 2022 and ~~$681~~$585 as at June 30, ~~2021.~~2022. The decrease was primarily due to the foreign currency exchange movement between June 30, ~~2021~~2022 and ~~March~~December 31, 2022.

Property, plant and equipment increased by $2,589 from $8,481 as at June 30, 2022, to $11,070 as at December 31, 2022, mainly due to the acquisition of new property, plant and equipment in the China operations. The increase was partially offset by the ~~depreciation charged for the period.~~

~~Property, plant and equipment decreased by $424 from $9,531 as at June 30, 2021, to $9,107 as at March 31, 2022, mainly due to~~ depreciation charged for the period and the foreign currency exchange movement between June 30, ~~2021~~2022 and ~~March~~December 31, 2022. ~~The decrease was partially offset by the new acquisition of property, plant and equipment in the Singapore, Malaysia, Thailand and China operations.~~

~~Restricted term deposits remained consistent at $1,735~~Other assets increased by $4 to $141 as at ~~March~~December 31, 2022 as compared to ~~$1,741~~$137 as at June 30, ~~2021.~~2022. This was primarily due to the foreign currency exchange movement between June 30, ~~2021~~2022 and ~~March~~December 31, 2022.

Other assets decreased by $121 to $141 as at March 31, 2022 compared to $262 as at June 30, 2021. This was mainly due to the reclassification of down payments made for the purchase of equipment in the Malaysia operation.

Lines of credit ~~increased by $451 to $523~~was $nil as at ~~March~~December 31, 2022 as compared to ~~$72~~$929 as at June 30, ~~2021.~~2022. This was ~~due to the utilization~~because of ~~the bank facilities~~repayment of lines of credit in the Singapore ~~operation.~~Operation with no new utilization as of December 31, 2022.

Accounts payable ~~decreased~~increased by ~~$1,482~~$666 to ~~$2,220~~$3,067 as at ~~March~~December 31, 2022 as compared to ~~$3,702~~$2,401 as at June 30, ~~2021. This~~2022 which was ~~due to more payments having been made.~~in line with the increase of sales and inventories.

Accrued ~~expenses~~expense increased by ~~$1,680~~$803 to ~~$5,043~~$6,807 as at ~~March~~December 31, 2022, as compared to ~~$3,363~~$6,004 as at June 30, ~~2021.~~2022. The increase in accrued ~~expenses~~expense was mainly due to an increase in ~~the accrued purchases~~accruals relating to acquisition pf property, plant and ~~customers’ deposit received~~equipment in the ~~Singapore~~China operations.

~~Bank~~There was no significant change in bank loans payable as it decreased by ~~$97~~$48 to ~~$1,963~~$1,696 as at ~~March~~December 31, 2022, as compared to ~~$2,060~~$1,744 as atof June 30, ~~2021.~~2022. This was due to the repayments made in the Malaysia ~~operation.~~operations.

Finance leases decreased by ~~$162~~$67 to ~~$288~~$170 as at ~~March~~December 31, 2022, as compared to ~~$450~~$237 as at June 30, ~~2021.~~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 ~~increased~~decreased by ~~$725~~$572 to ~~$2,601~~$2,580 as ~~of March~~at December 31, 2022, as compared to ~~$1,876~~$3,152 as at June 30, ~~2021.~~2022. This was due to ~~the new lease agreement entered in the China operation. The increase was partially offset with~~ the repayment made and the operating lease expenses charged for the period.

Other non-current liabilities increased by $1,144 to $1,172 as at December 31, 2022, 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.

Net cash provided by operating activities ~~decreased~~increased by ~~$325~~$2,942 to an inflow of ~~$579~~$3,779 for the ~~nine~~six months ended ~~March~~December 31, 2022, from an inflow of ~~$900~~$837 for the same period of ~~the last fiscal year.~~Fiscal 2022. The ~~decrease~~increase in net cash ~~inflow~~ provided by operating activities was primarily due to an increase of $3,393 in cash ~~outflow~~inflow from changes in depreciation, other receivables, prepaid expense and other current assets and account payables and accrued expense in first half of ~~$1,201 from trade account receivables,~~Fiscal 2023 as compared to same period of Fiscal 2022. It was partially offset by an increase of $420 in ~~net income~~cash outflow from changes in inventories and operating lease in first half of ~~$1,629.~~Fiscal 2023 as compared to same period of Fiscal 2022.

Net cash provided by investing activities ~~increased~~decreased by ~~$1,363~~$4,270 to an ~~inflow~~outflow of ~~$538~~$3,428 for the ~~nine~~six months ended ~~March~~December 31, 2022, from an ~~outflow~~inflow of ~~$825~~$842 for the same period of ~~the last fiscal year.~~Fiscal 2022. The increase in cash ~~inflow~~outflow was primarily due to an ~~increase in withdrawal~~additions to property, plant and equipment of unrestricted deposit amounting to $2,595. These increases were partially offset by an increase in cash outflow of $709 and $523 from investment in unrestricted term deposit and capital expenditure respectively.$3,994.

Net cash ~~provided by~~outflow from financing activities for the ~~nine~~six months ended ~~March~~December 31, 2022, was ~~$510,~~$1,032, representing ~~an increase~~a decrease of ~~$231,~~$1,105, as compared to cash inflow of ~~$279~~$73 during the ~~nine~~six months ended ~~March~~December 31, 2021. The ~~increase in cash inflow~~decrease was mainly attributable to ~~an increase in cash inflow by $1,276 from the lines of credit proceeds. This increase was partially offset by an increase in cash outflow of $851 from the payments~~a higher payment on lines of credit ~~and a decrease in cash inflow of $373 from the stock option exercise proceeds.~~by $856.

~~The Company has filed~~On March 1, 2022, the ~~S3 registration statement~~Company’s Registration Statement on ~~December 3, 2021. We~~Form S-3 (File No. 333-261485) was declared effective by the SEC, pursuant to which we may raise capital of ~~US$10,000,000~~$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.

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 ~~March~~December 31, 2022, 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~~level.

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

Malaysia and Singapore regulations prohibit the payment of dividends if the Company does not have sufficient retained earnings and tax credit. In addition, the payment of dividends can only be made after making deductions for income tax pursuant to the regulations. Furthermore, the cash movements from the Company’s 55% owned Malaysian subsidiary to overseas are restricted and must be authorized by the Central Bank of Malaysia. California law also prohibits the payment of dividends if the Company does not have sufficient retained earnings or cannot meet certain asset to liability ratios.

~~Item 4.~~ITEM 2. ~~Mine Safety Disclosures~~UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~Item 5.~~ITEM 3. ~~Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain officers; Compensatory~~DEFAULTS UPON SENIOR SECURITIES

On March 24, 2022, Mr. Victor Ting informed the Company that he would like to retire as Chief Financial Officer of the Company effective June 30, 2022. Mr. Victor Ting will remain as a director of the Company. From July 2022 through September 2022, Mr. Victor Ting will assist the new Chief Financial Officer, on a consulting basis, to help oversee the June 30, 2022 year-end filing process. Mr. Victor Ting will be compensated for such consulting services at a rate equal to 50% of his current salary. The Board has agreed to gift to Mr. Victor Ting the company car he currently uses, valued at approximately $45k as a token of appreciation for his 45 years of service with the Company.

~~Ms Srinivasan Anitha will succeed Mr Victor Ting effective July 1, 2022.~~Not applicable.

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.

		Page
Part I.	Financial Information

Item 1.	Financial Statements	1
	(a) Condensed Consolidated Balance Sheets as of ~~March~~December 31, 2022 (Unaudited), and June 30, ~~2021~~2022	21
	(b) Condensed Consolidated Statements of Operations and Comprehensive ~~Income~~Income/(Loss) for the Three ~~and Nine~~ Months Ended ~~March~~December 31, 2022 (Unaudited), and ~~March~~December 31, 2021 (Unaudited)	2
	(c) Condensed Consolidated Statements of Shareholders’ Equity for the ~~Nine~~Three Months Ended ~~March~~December 31, 2022 (Unaudited), and ~~the March~~December 31, 2021 (Unaudited)	54
	(d) Condensed Consolidated Statements of Cash Flows for the ~~Nine~~Three Months Ended ~~March~~December 31, 2022 (Unaudited), and ~~March~~December 31, 2021 (Unaudited)	65
	(e) Notes to Condensed Consolidated Financial Statements (Unaudited)	76
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3426
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	5239
Item 4.	Controls and Procedures	5239

Part II.	Other Information	40

Item 1.	Legal Proceedings	5340
Item 1A.	Risk Factors	5340
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5340
Item 3.	Defaults upon Senior Securities	5340
Item 4.	Mine Safety Disclosures	5340
Item 5.	Other Information	5340
Item 6.	Exhibits	5340

Signatures		5441

	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% owned by Trio-Tech International Pte. Ltd.)	55%		Penang and Selangor, Malaysia
Trio-Tech (Kuala Lumpur) Sdn. Bhd.	55%	Selangor, Malaysia
(100% owned by Trio-Tech Malaysia Sdn. Bhd.)
~~55%~~Prestal Enterprise Sdn. Bhd.	76%	Selangor, Malaysia
~~Prestal Enterprise Sdn. Bhd.~~ (76% owned by Trio-Tech International Pte. Ltd.)	~~76%~~		~~Selangor, Malaysia~~
Trio-Tech (SIP) Co., Ltd. *	100%		Suzhou, China
Trio-Tech (Chongqing) Co. Ltd. *	100%		Chongqing, China
SHI International Pte. Ltd. (Dormant) (55% owned by Trio-Tech International Pte. Ltd)	55%		Singapore
PT SHI Indonesia (Dormant) (100% owned by SHI International Pte. Ltd.)	~~55%~~52%		Batam, Indonesia
Trio-Tech (Tianjin) Co., Ltd. *	100%		Tianjin, China
Trio-Tech (Jiangsu) Co., Ltd. (51% owned by Trio-Tech (SIP) Co., Ltd.)	51%		Suzhou, China

	Common Stock				Paid-in		Accumulated Retained		Accumulated Other Comprehensive			Non- controlling
	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
Stock option expenses		-		0		459		0		0			0			459
Net income / (loss)		-		0		0		1,605		0			(25	)		1,580
Dividend declared by subsidiary		-		0		0		0		0			(122	)		(122	)
Exercise of stock option		116		429		0		0		0			0			429
Translation adjustment		-		0		0		0		(7	)		(15	)		(22	)
Balance at Mar. 31, 2022		4,029		12,607		4,692		8,429		2,392			257			28,377

	Six Months			Operating
	Ended	Net		Income /			Total		Depr. And		Capital
	Dec. 31,	Revenue		(Loss)			Assets		Amort.		Expenditures
Manufacturing	2022	$	8,629	$	477		$	15,345	$	230	$	15
	2021	$	7,090	$	252		$	14,799	$	208	$	95

Testing Services	2022		12,012		1,129			27,757		1,875		3,967
	2021		9,566		1,124			24,546		1,251		699

Distribution	2022		3,676		482			1,437		-		-
	2021		4,418		531			1,850		2		-

Real Estate	2022		12		(42	)		1,580		38		-
	2021		19		(51	)		1,283		41		1

Corporate & Unallocated	2022		-		90			77		-		12
	2021		-		(230	)		74		-		-

Total Company	2022	$	24,329	$	2,136		$	46,196	$	2,143	$	3,994
	2021	$	21,093	$	1,626		$	42,552	$	1,502	$	795

	Three Months			Operating
	Ended	Net		Income /			Total		Depr. And		Capital
	Dec. 31,	Revenue		(Loss)			Assets		Amort.		Expenditures
Manufacturing	2022	$	5,044	$	301		$	15,345	$	99	$	15
	2021	$	3,528		(48	)		14,799		104		35

Testing Services	2022		5,648		547			27,757		1,111		2,811
	2021		4,966		588			24,546		644		322

Distribution	2022		1,694		217			1,437		-		-
	2021		2,420		277			1,850		-		-

Real Estate	2022		4		(28	)		1,580		20		-
	2021		8		(28	)		1,283		21		-

Corporate & Unallocated	2022		-		32			77		6		12
	2021		-		(133	)		74		-		-

Total Company	2022	$	12,390	$	1,069		$	46,196	$	1,236	$	2,838
	2021	$	10,922		656			42,552		769		357

	Nine Months Ended Mar. 31,	Net Revenue		Operating Income / (Loss)			Total Assets		Depr. And Amort.		Capital Expenditures
Manufacturing	2022	$	10,187		107			14,204		318		103
	2021	$	9,324		277			12,576		310		214

Testing Services	2022		13,983		1,000			24,030		1,884		1,040
	2021		10,018		(993	)		21,364		1,859		407

Distribution	2022		8,038		1,108			1,601		0		-
	2021		3,790		407			983		0		-

Real Estate	2022		23		(86	)		1,730		61		1
	2021		22		(84	)		3,784		55		-

Corporate &	2022		-		(632	)		238		0		-
Unallocated	2021		-		(36	)		418		0		-

Total Company	2022	$	32,231		1,496			41,803		2,263		1,144
	2021	$	23,154		(429	)		39,125		2,224		621

	Three Months Ended Mar. 31,	Net Revenue		Operating Income / (Loss)			Total Assets		Depr. And Amort.			Capital Expenditures
Manufacturing	2022	$	3,097		(145	)		14,204		110			8
	2021	$	3,130		214			12,576		98			60

Testing Services	2022		4,417		(124	)		24,030		633			341
	2021		3,504		(320	)		21,364		637			344

Distribution	2022		3,620		576			1,601		(2	)		-
	2021		1,467		163			983		0			-

Real Estate	2022		4		(35	)		1,730		20			-
	2021		11		(23	)		3,784		20			-

Corporate &	2022		-		(402	)		238		0			-
Unallocated	2021		-		(99	)		418		0			-

Total Company	2022	$	11,138		(130	)		41,803		761			349
	2021	$	8,112		(65	)		39,125		755			404

Remainder of Fiscal 2023	$	60
Fiscal 2024		130
Fiscal 2025		131
Fiscal 2026		44
Fiscal 2027		15
	$	380

	For the Period Ended Mar 31,
	2022			2021
	(unaudited)			(unaudited)
Revenue
- Customer A		41.6	%		37.7	%
- Customer B		19.5	%		9.7	%
Trade Account Receivables
- Customer A		39.6	%		34.7	%
- Customer B		20.1	%		11.8	%

	Six Months Ended Dec. 31,
	2022			2021
	(Unaudited)			(Unaudited)
Revenue
- Customer A		34.7	%		42.8	%
- Customer B		15.3	%		5.3	%
- Customer C		13.3	%		15.6	%
Trade Account Receivables
- Customer A		32.1	%		40.1	%
- Customer B		15.6	%		6.1	%
- Customer C		17.3	%		16.7	%

	●	~~Fair Value of Common Stock. We determined the fair value of each share of underlying common stock based on the closing price of our common stock on the date of grant.~~
	●	~~Expected Term. The expected term of employee stock options reflects the period for which we believe the option will remain outstanding based on historical experience and future expectations.~~
	●	~~Expected Volatility. We base expected volatility on our historical information over a similar expected term.~~

	●	~~Loss from operations was $130 for the third quarter of fiscal year 2022, an increase of $65 as compared to $65 for the same period in fiscal year 2021.~~
	●	~~Income tax expenses was $170 in the third quarter of fiscal year 2022, an increase of $52 as compared to $118 in the same period in fiscal year 2021.~~
	●	During the ~~third~~second quarter of ~~fiscal year 2022, loss~~Fiscal 2023, income from continuing operations before ~~noncontrolling~~non-controlling interest, net of tax was ~~$204,~~$575, as compared to income from continuing operations before ~~noncontrolling~~non-controlling interest of ~~$65~~$856 for the same period in ~~fiscal year 2021.~~Fiscal 2022.

Revenue Components	Three Months Ended						Nine Months Ended
	Mar. 31,			Mar. 31,			Mar. 31,			Mar. 31,
	2022			2021			2022			2021

Manufacturing		27.8	%		38.6	%		31.6	%		40.3	%
Testing Services		39.6			43.2			43.4			43.3
Distribution		32.5			18.1			24.9			16.3
Real Estate		0.1			0.1			0.1			0.1

Total		100.0	%		100.0	%		100.0	%		100.0	%

	●	~~an increase in the testing segment in Singapore, China, Malaysia and Thailand operations; and~~
	●	~~an increase in the distribution segment in Singapore operations;~~

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
~~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)

	TRIO-TECH INTERNATIONAL

	By:	/s/ ~~Victor H.M. Ting~~Srinivasan Anitha
		~~VICTOR H.M. TING~~ ~~Vice President and~~ SRINIVASAN ANITHA Chief Financial Officer (Principal Financial Officer) Dated: ~~May 16, 2022~~February 10, 2023