8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

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 9, 2006

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))

TABLE OF CONTENTS

EXHIBIT 99.1

Item 2.02. Results of Operations and Financial Condition.

On November 9, 2006, Trio-Tech International issued a press release announcing its financial results for the fiscal quarter ended September 30, 2006. 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.

(d) Exhibits

99.1 Press release of Trio-Tech International dated November 9, 2006

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 15, 2006

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

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release

EX-99.1

Exhibit 99.1

LOS ANGELES
SINGAPORE
SELANGOR
PENANG
BANGKOK
SUZHOU
SHANGHAI

	Company Contact:	Investor Contact:
FOR IMMEDIATE RELEASE	A. Charles Wilson Chairman (818) 787-7000	Berkman Associates (310) 826-5051 info@BerkmanAssociates.com

Trio-Tech Fiscal 2007 First Quarter Net Income Increased
to $0.23 Per Share Versus A Net Loss of $0.08 Per Share
Revenue Increased 73%

     Van Nuys, CA, — November 9, 2006 — Trio-Tech International (AMEX:TRT) today announced financial results for the first quarter of fiscal 2007.

     “Trio-Tech’s solid first quarter performance is the latest sign that our strategy to focus our operations in Asia has set the company on a path for growth,” said Chief Executive Officer S.W. Yong. “In the first quarter we were able to substantially increase our revenue and income despite continued pressure on pricing. Our tight control over costs is particularly noteworthy in view of the expansion initiatives we have implemented in China. Because our target markets are and will remain intensely competitive, the discipline we adhere to on the cost side and our dedication to enhancing productivity are important elements of our success.”

     “We have long supported our multinational customers’ test and burn-in requirements from our facilities in Singapore, Malaysia and Thailand, where we have steadily invested in new capacity and new technology. To increase our share of business from long-term and potential new customers, during fiscal 2006 we entered the Chinese market with the acquisition of a semiconductor test and burn-in business based in Shanghai and the establishment of a factory in the densely populated and rapidly growing Yangtze River Delta area. We are pleased by the performance of our new operations in China.

     “By taking advantage of our strong financial position, our world-class technology, our low-cost manufacturing know-how, and our outstanding reputation for quality and reliability, we are building a robust platform for the future,” Yong said.

Fiscal 2007 First Quarter Results

     For the three months ended September 30, 2006, revenue increased 73% to $9,876,000 compared to $5,705,000 for the same period of the prior fiscal year. Revenue from products sales nearly tripled to $5,978,000 from $2,160,000 for the first quarter of fiscal 2006, driven by an increase in demand for the Company’s proprietary burn-in systems resulting from continued growth in a major customer’s share of the semiconductor market. The testing services segment revenue increased 10% to $3,898,000 from $3,545,000 last year.

     Gross margin for this year’s first quarter was 25.2% compared to gross margin of 32.0% for the same period a year earlier. Gross margin in products sales declined to 19.8% from 21.5% last year, primarily the result of a shift in the mix of sales. The testing services segment gross margin decreased to 33.6% from 38.3%, reflecting continued pressure on selling prices.

(more)

14731 Califa Street, Van Nuys, CA 91411, USA • TEL: (818) 787-7000 • FAX (818) 787-9130

Trio-Tech Fiscal 2007 First Quarter Net Income Increased to $0.23 Per Share Versus A Net Loss of $0.08 Per Share Revenue Increased 73%
 

November 9, 2006

Page Two

     Operating expenses rose 4% to $1,670,000 compared to $1,606,000 for the same period last year. Income from operations increased to $821,000 for the first quarter of fiscal 2007 compared to $218,000 for the first quarter of fiscal 2006.

     Net income for this year’s first quarter was $756,000, or $0.23 per diluted share. This compares to a net loss for the first quarter of fiscal 2006 of $214,000, or $0.08 per share.

     Total backlog at September 30, 2006 more than doubled to $17,743,000 from $8,478,000 a year earlier, including testing services backlog of $9,515,000 and products backlog of $8,228,000.

     At September 30, 2006, cash and cash equivalents were $10,932,000, working capital was $13,568,000, and shareholders’ equity was $18,181,000. At June 30, 2006, cash and cash equivalents were $10,390,000, working capital was $13,268,000, and shareholders’ equity was $17,392,000.

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)

#4243

TRIO-TECH INTERNATIONAL AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(UNAUDITED, IN THOUSANDS, EXCEPT (LOSS) EARNINGS PER SHARE)

	Three Months Ended
	September 30,
	2006			2005
	(Unaudited)			(Unaudited)
Revenues
Products	$	5,978		$	2,160
Services		3,898			3,545
		9,876			5,705
Costs of Sales
Cost of products sold		4,796			1,695
Cost of service rendered		2,589			2,186
		7,385			3,881
Gross Margin		2,491			1,824
Operating Expenses:
General and administrative		1,391			1,289
Selling		262			285
Research and development		17			17
Impairment loss		—			15
Total operating expenses		1,670			1,606
Income from Operations		821			218
Other Income (Expenses)
Interest expense		(29	)		(35	)
Other income		37			30
Total other income		8			(5	)
Income from Continuing Operations before Income Taxes		829			213
Income Tax Provision		26			73
Income from Continuing Operations before Minority Interest		803			140
Minority Interest		(47	)		24
Income from continuing operations		756			164
Loss from discontinued operations		—			(378	)
Net Income (Loss) Attributed to Common Shares	$	756		$	(214	)
BASIC EARNINGS PER SHARE:
Basic earnings per share from continuing operations	$	0.23		$	0.05
Basic earnings (loss) per share from discontinued operations		—			(0.13	)
Basic earnings (loss) per share	$	0.23		$	(0.08	)
DILUTED EARNINGS PER SHARE:
Diluted earnings per share from continuing operations	$	0.23		$	0.05
Diluted earnings (loss) per share from discontinued operation		—			(0.13	)
Diluted earnings (loss) per share	$	0.23		$	(0.08	)
Weighted Average Shares Outstanding — Basic		3,220			2,994
Weighted Average Shares Outstanding — Diluted		3,239			3,043
Comprehensive Income (Loss):
Net income (Loss)	$	756		$	(214	)
Foreign currency translation adjustment		27			21
Comprehensive Income (Loss)	$	783		$	(193	)

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

	Sep. 30,			Jun. 30,
	2006			2006
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash	$	5,639		$	2,551
Short-term deposits		5,293			7,839
Trade accounts receivable, net		7,936			8,518
Other receivables		216			306
Inventories, net		3,441			2,447
Prepaid expenses and other current assets		244			170
Total current assets		22,769			21,831
PROPERTY, PLANT AND EQUIPMENT, Net		6,951			7,073
OTHER INTANGIBLE ASSETS, Net		279			311
OTHER ASSETS		688			169
TOTAL ASSETS	$	30,687		$	29,384
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Line of credit	$	363		$	116
Accounts payable		3,924			3,809
Accrued expenses		3,388			3,045
Income taxes payable		444			311
Current portion of notes payable		761			856
Current portion of capital leases		116			107
Current portion of deferred tax liabilities		205			319
Total current liabilities		9,201			8,563
NOTES PAYABLE, net of current portion		486			644
CAPITAL LEASES, net of current portion		224			230
DEFERRED TAX LIABILITIES		359			359
TOTAL LIABILITIES		10,270			9,796
MINORITY INTEREST		2,236			2,196
SHAREHOLDERS’ EQUITY:
Common stock; no par value, 15,000,000 shares authorized; 3,221,157 shares issued and outstanding as at September 30, 2006, and 3,219,407 shares issued and outstanding as at June 30, 2006,		10,343			10,338
Paid-in capital		338			337
Accumulated retained earnings		7,906			7,150
Accumulated other comprehensive loss-translation adjustments		(406	)		(433	)
Total shareholders’ equity		18,181			17,392
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	30,687		$	29,384

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

	Mar. 31,			Jun. 30,
	2006			2005
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash	$	2,795		$	1,439
Short-term deposits		8,522			3,211
Trade accounts receivable, net		5,219			4,178
Other receivables		333			142
Inventories, net		1,566			1,584
Prepaid expenses and other current assets		158			76
Total current assets		18,593			10,630
PROPERTY, PLANT AND EQUIPMENT, Net		7,228			7,176
OTHER INTANGIBLE ASSETS, Net		340			386
OTHER ASSETS		157			138
ADVANCES TO SELLER		—			15
TOTAL ASSETS	$	26,318		$	18,345
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Lines of credit	$	225		$	336
Accounts payable		1,818			1,681
Accrued expenses		2,615			2,598
Income tax payable		268			168
Current portion of notes payable		900			655
Current portion of capital leases		127			123
Current portion of deferred tax liabilities		287			275
Total current liabilities		6,240			5,836
NOTES PAYABLE, net of current portion		817			634
CAPITAL LEASES, net of current portion		254			110
DEFERRED TAX LIABILITIES		453			407
TOTAL LIABILITIES		7,764			6,987
MINORITY INTEREST		2,063			2,061
SHAREHOLDERS’ EQUITY:
Common stock; no par value, 15,000,000 shares authorized; 3,219,407 shares issued and outstanding as at Mar. 31, 2006, and 2,976,042 shares issued and outstanding as at Jun. 30, 2005, and		10,338			9,554
Paid-in capital		334			284
Accumulated retained earnings (deficit)		6,446			(298	)
Accumulated other comprehensive loss-translation adjustments		(627	)		(243	)
Total shareholders’ equity		16,491			9,297
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	26,318		$	18,345

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