8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K/A
(Amendment No. 1)

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):      November 22, 2005

TRIO-TECH INTERNATIONAL

(Exact Name of Registrant as Specified in Its Charter)

California

(State or Other Jurisdiction of Incorporation)

1-14523	95-2086631
(Commission File Number)	(IRS Employer Identification No.)

14731 Califa Street, Van Nuys, California	91411
(Address of Principal Executive Offices)	(Zip Code)

(818) 787-7000

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Explanatory Note

Registrant’s Form 8-K filed on November 22, 2005 inadvertently and incorrectly referred to a quarter ended March 31, 2005. The reference therein should have been to September 30, 2005. The corrected information is set forth below.

Item 2.02.      Results of Operations and Financial Condition.

On November 22, 2005, Trio-Tech International issued a press release announcing its financial results for the fiscal quarter ended September 30, 2005. A copy of the press release is attached as Exhibit 99.1.

The information in this Current Report, including the exhibit hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Current Report, including the exhibit hereto, shall not be incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01      Financial Statements and Exhibits.

(c)      Exhibits

99.1      Press release of Trio Tech International dated November 22, 2005

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 30, 2005

TRIO-TECH INTERNATIONAL
By:	/s/ VICTOR H.M. TING
	Victor H.M. Ting,
	Vice President and Chief Financial Officer (Principal Financial Officer)

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release

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EX-99.1

Exhibit 99.1

  LOS ANGELES
SINGAPORE
DUBLIN
PENANG
KUALA LUMPUR
BANGKOK

	Company Contact:	Investor Contact:
FOR IMMEDIATE RELEASE	A. Charles Wilson Chairman (818) 787-7000	Berkman Associates (310) 277-5162 info@BerkmanAssociates.com

Trio-Tech Reports Fiscal 2006 First Quarter Results

     Van Nuys, CA, — November 22, 2005 — Trio-Tech International (AMEX:TRT) today announced financial results for the first quarter of 2006, highlighted by a 27.2% increase in revenue from the Company’s semiconductor testing service segment.

     “Capacity utilization in our semiconductor testing and burn-in business has continued to increase, and volumes are running well ahead of last year and ahead of our expectations of only a few months ago,” said Chief Executive Officer S.W. Yong. “The growth of our testing segment in the first quarter reflected both last year’s acquisition of the semiconductor burn-in business in Malaysia and a steady ramp-up of volume for the newest microprocessor chips at our plant in Singapore, which more than offset reduced volume for older chips. Higher facility utilization and reduced costs contributed to an improvement in gross margin in our testing and burn-in operations to 38.3% for the first quarter of fiscal 2006 from 36.5% a year earlier, despite lower prices for some of our services. Based on customer demand, we are continuing to invest to expand capacity in this business.”

First Quarter Results

     For the three months ended September 30, 2005, testing service revenue rose to $3,545,000 from $2,786,000 for the first quarter of fiscal 2005. However, total revenue for the first quarter of fiscal 2006 declined to $5,705,000 from $7,743,000 for the same period in fiscal 2005, as lower revenue in the Company’s manufacturing and distribution segments more than offset the increase in testing service revenue. Overall gross margin improved to 32% of revenue for the first quarter of fiscal 2006 from 24.6% in the same quarter last fiscal year, reflecting the change in the mix of business.

     Income from continuing operations, net of income taxes, declined to $140,000 for the first quarter of fiscal 2006 from $259,000 for the first quarter of fiscal 2005, consistent with the decline in total revenue.

     As previously announced, on November 1, 2005 Trio-Tech completed the sale of its European Electronic Test Center facility in Dublin, Ireland for €8.85 million in cash (equivalent to approximately $10.62 million based on the exchange rate as of November 1, 2005). Accordingly, the results of the Ireland operation are presented in the first quarter 2006 financial statements as discontinued operations. The loss from discontinued operations for the first quarter of fiscal 2006 was $378,000, which included severance costs and costs associated with closing the Ireland facility of approximately $330,000.

     The net loss for this year’s first quarter was $214,000, or $0.08 per share. This compared to net income for the first quarter of the prior year of $237,000, or $0.08 per share.

(more)

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Trio-Tech Reports Fiscal 2006 First Quarter Results
November 21, 2005
Page Two

About Trio-Tech

     Founded in 1958, Trio-Tech International provides third-party semiconductor testing and burn-in services primarily through its laboratories in Southeast Asia. Headquartered in Van Nuys, California, the Company also designs, manufactures and markets equipment and systems used in the testing and production of semiconductors, and distributes semiconductor processing and testing equipment manufactured by others. For further information or to request quotations for any of Trio-Tech’s complete line of semiconductor test equipment, please visit the Company’s Web site at www.triotech.com.

Forward-Looking Statements

     This press release contains statements that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations, estimates and projections about the Company’s business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors, including those described above and the following: the effectiveness of the cost reduction initiatives undertaken by the Company, changes in demand for the Company’s products, product mix, the timing of customer orders and deliveries, the impact of competitive products and pricing, excess or shortage of production capacity, and other risks discussed from time to time in the Company’s Securities and Exchange Commission filings and reports. In addition, such statements could be affected by general industry and market conditions and growth rates, and general domestic and international economic conditions. Such forward-looking statements speak only as of the date on which they are made, and the Company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this release.

(tables attached)

#4013

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TRIO-TECH INTERNATIONAL AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands, except earnings per share)

	Three Months Ended
	September 30,
	2005			2004
NET SALES
PRODUCT SALES	$	2,160		$	4,957
SERVICES		3,545			2,786
		5,705			7,743
COST OF SALES
COST OF GOODS SOLD		1,695			4,066
COSTS OF SERVICE RENDERED		2,186			1,770
		3,881			5,836
GROSS PROFIT		1,824			1,907
OPERATING EXPENSES:
General and administrative		1,289			1,257
Selling		285			269
Research and development		17			33
Impairment Loss		15			1
Total		1,606			1,560
INCOME FROM OPERATIONS		218			347
OTHER INCOME (EXPENSE)
Interest expense		(35	)		(32	)
Other income		30			55
Total		(5	)		23
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		213			370
INCOME TAXES		73			111
INCOME FROM CONTINUING OPERATIONS		140			259
LOSS FROM DISCONTINUED OPERATION		(378	)		(9	)
(LOSS) INCOME BEFORE MINORITY INTEREST		(238	)		250
MINORITY INTEREST		24			(13	)
NET (LOSS) INCOME	$	(214	)	$	237
BASIC (LOSS) EARNINGS PER SHARE:
Basic earnings per share from Continuing operations	$	0.05		$	0.08
Basic loss per share from Discontinued operations		(0.13	)		0.00
Net basic (loss) Earnings per share	$	(0.08	)	$	0.08
DILUTED (LOSS) EARNINGS PER SHARE:
Diluted earnings per share from Continuing operations	$	0.05		$	0.08
Diluted loss per share from Discontinued operations		(0.13	)		0.00
Net diluted (loss) Earnings Per Share	$	(0.08	)	$	0.08
WEIGHTED AVERAGE NUMBER OF COMMON AND POTENTIAL COMMON SHARES OUTSTANDING
Basic		2,994			2,965
Diluted		3,043			3,009
OTHER COMPREHENSIVE (LOSS) INCOME:
Net (loss) income		(214	)		237
Foreign currency translation adjustment		21			38
COMPREHENSIVE (LOSS) INCOME	$	(193	)	$	275

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TRIO-TECH INTERNATIONAL AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS EXCEPT NUMBER OF SHARES)

	Sep. 30,			Jun. 30,
	2005			2005
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash	$	1,595		$	1,439
Restricted cash held in escrow		1,067			—
Short-term deposits		3,494			3,211
Trade accounts receivable, net		3,506			4,178
Other receivables		232			142
Inventories, net		2,215			1,584
Prepaid expenses and other current assets		204			91
Assets held for sale		261			—
Total current assets		12,574			10,645
PROPERTY, PLANT AND EQUIPMENT, Net		6,681			7,176
OTHER INTANGIBLE ASSETS, Net		364			386
OTHER ASSETS		230			138
TOTAL ASSETS	$	19,849		$	18,345
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Lines of credit	$	285		$	336
Accounts payable		1,710			1,681
Accrued expenses		2,950			2,598
Accrued restructuring costs		223			—
Advances from buyer		1,067			—
Income tax payable		195			168
Current portion of notes payable		728			655
Current portion of capital leases		73			123
Current portion of deferred tax liabilities		274			275
Total current liabilities		7,505			5,836
NOTES PAYABLE, net of current portion		590			634
CAPITAL LEASES, net of current portion		94			110
DEFERRED TAX LIABILITIES		406			407
TOTAL LIABILITIES		8,595			6,987
MINORITY INTEREST		2,052			2,061
SHAREHOLDERS’ EQUITY:
Common stock; no par value, 15,000,000 shares authorized; 2,996,992 shares issued and outstanding as at Sep. 30, 2005, and 2,976,042 shares issued and outstanding as at Jun. 30, 2005, respectively		9,618			9,554
Paid-in capital		318			284
Accumulated deficit		(512	)		(298	)
Accumulated other comprehensive loss-translation adjustments		(222	)		(243	)
Total shareholders’ equity		9,202			9,297
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	19,849		$	18,345

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