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): February 9, 2007

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))

Item 2.02. Results of Operations and Financial Condition.

On February 9, 2007, Trio-Tech International issued a press release announcing its financial results for the fiscal quarter ended December 31, 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 February 9, 2007

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: February 12, 2007

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

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

Trio-Tech Reports Fiscal 2007 Second Quarter Net Income
of $0.25 Per Share Versus A Loss From Continuing Operations of $0.15 Per Share As Revenue
Increased 89%

     Van Nuys, CA, — February 9, 2007 — Trio-Tech International (AMEX:TRT) today announced sharply higher revenue and net income from continuing operations for the second quarter and first half of fiscal 2007 compared to the same periods of the prior fiscal year.

     “The performance of Trio-Tech’s semiconductor burn-in equipment and testing service businesses remained robust during the second fiscal quarter, reflecting strong semiconductor demand in our key target markets in Asia. We are encouraged by the performance of our China operations. The performance of the newly expanded Suzhou facility, where testing services commenced during the quarter, exceeded expectations and contributed to the strong second quarter increase in revenue.

     “We are encouraged by our strong backlog, and are optimistic about the second half of the fiscal year,” said Chief Executive Officer S.W. Yong.

Fiscal 2007 Second Quarter Results

     For the three months ended December 31, 2006, revenue increased 89% to $14,067,000 compared to $7,425,000 for the three months ended December 31, 2005. Revenue from product sales for the second quarter ended December 31, 2006 more than doubled to $8,794,000 from $3,710,000 in the same fiscal quarter last year, driven primarily by higher sales of the Company’s semiconductor burn-in systems to customers in Asia. Testing segment revenue increased to $5,273,000 from $3,715,000 in the same fiscal quarter last year, the result of continued strong demand for Trio-Tech’s testing services in Singapore and China.

     The overall gross margin for the fiscal second quarter declined to 24%, compared to gross margin of 25% for the same period a year earlier, reflecting the strong revenue gains from sales of lower margin products.

     Total operating expenses declined to $2,116,000 compared to $2,239,000 for the same period last year. Income from operations increased to $1,250,000 for the second quarter of fiscal 2007. This compares to a loss from operations of $373,000 for the second quarter of fiscal 2006.

     Net income from continuing operations for this year’s second quarter was $799,000, or $0.25 per diluted share. This compares to a net loss from continuing operations for the second quarter of fiscal 2006 of $446,000, or $0.15 per share. Including income from the Company’s discontinued operations in Ireland of $8,837,000, or $2.91 per diluted share, net income for the second quarter of fiscal 2006 was $8,391,000, or $2.76 per diluted share.

(more)

14731 Califa st.          Van Nuy,          CA 91411 U.S.A.          TEL: 818-787-7000          FAX : 818-390-1272

Trio-Tech Reports Fiscal 2007 Second Quarter Net Income of $0.28 Per Share
February 9, 2007
Page Two

     At December 31, 2006, cash and cash equivalents were $10,549,000, working capital was $13,882,000, and shareholders’ equity was $19,269,000. 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.

Fiscal 2007 First Half Results

     For the six months ended December 31, 2006, revenue increased 82% to $23,943,000 compared to $13,130,000 for the first six months of fiscal 2006. Revenue from product sales was $14,772,000 compared to $5,870,000 for the same period of the prior year; testing service revenue was $9,171,000 compared to $7,260,000.

     Net income from continuing operations for this year’s first half was $1,555,000, or $0.48 per diluted share. This compares to a net loss from continuing operations for the first six months of fiscal 2006 of $282,000, or $0.09 per share. Including income from the Company’s discontinued operations in Ireland of $8,459,000, or $2.80 per diluted share, net income for the first half of fiscal 2006 was $8,177,000, or $2.71 per diluted share.

     The overall gross margin for the six months ended December 31, 2006 declined to 25%, compared to gross margin of 28% for the same period a year earlier, reflecting the strong revenue gains from sales of lower margin products.

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)

#4285

TRIO-TECH INTERNATIONAL AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

UNAUDITED, IN THOUSANDS, EXCEPT (LOSS) EARNINGS PER SHARE

	Three Months Ended						Six Months Ended
	December 31,						December 31,
	2006			2005			2006			2005
Revenue
Products	$	8,794		$	3,710		$	14,772		$	5,870
Services		5,273			3,715			9,171			7,260
		14,067			7,425			23,943			13,130
Cost of Sales
Cost of products sold		7,632			3,220			12,429			4,915
Cost of service rendered		3,069			2,339			5,658			4,525
		10,701			5,559			18,087			9,440
Gross Margin		3,366			1,866			5,856			3,690
Operating Expenses
General and administrative		1,653			1,993			3,044			3,282
Selling		274			230			536			515
Research and development		17			16			34			33
Impairment Loss		172			—			172			15
Total operating expenses		2,116			2,239			3,786			3,845
Income (Loss) from Operations		1,250			(373	)		2,070			(155	)
Other Income (Expenses)
Interest expense		(37	)		(38	)		(66	)		(74	)
Other income		73			82			110			112
Total Other income		36			44			44			38
Income (Loss) from Continuing Operations before Income Taxes		1,286			(329	)		2,114			(117	)
Income Tax Provision		453			112			478			184
Income (Loss) from Continuing Operations before Minority Interest		833			(441	)		1,636			(301	)
Minority Interest		(34	)		(5	)		(81	)		19
Income (Loss) from Continuing Operations		799			(446	)		1,555			(282	)
Income from discontinued operations		—			8,837			—			8,459
Net Income Attributed to Common Shares	$	799		$	8,391		$	1,555		$	8,177
Basic Earnings (loss) per share from Continuing operations	$	0.25		$	(0.15	)	$	0.48		$	(0.09	)
Basic Earnings per share from Discontinued operation		0.00			2.91			0.00			2.80
Basic earnings per share	$	0.25		$	2.76		$	0.48		$	2.71
Diluted Earnings (loss) per share from Continuing operations	$	0.25		$	(0.15	)	$	0.48		$	(0.09	)
Diluted Earnings per share from Discontinued operation		0.00			2.91			0.00			2.80
Diluted earnings per share	$	0.25		$	2.76		$	0.48		$	2.71
Weighted Average Shares Outstanding — Basic		3,223			3,038			3,222			3,016
Weighted Average Shares Outstanding — Diluted		3,235			3,038			3,234			3,016
COMPREHENSIVE INCOME:
Net income	$	799		$	8,391		$	1,555		$	8,177
Foreign currency translation adjustment		482			(766	)		508			(746	)
COMPREHENSIVE INCOME	$	1,281		$	7,625		$	2,063		$	7,431

TRIO-TECH INTERNATIONAL AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS EXCEPT NUMBER OF SHARES)

	Dec. 31,		Jun. 30,
	2006		2006
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash	$	5,021	$	2,551
Short-term deposits		5,528		7,839
Trade accounts receivable, net		11,823		8,518
Other receivables		207		306
Inventories, net		4,637		2,447
Prepaid expenses and other current assets		220		170
Total current assets		27,436		21,831
PROPERTY, PLANT AND EQUIPMENT, Net		8,161		7,073
OTHER INTANGIBLE ASSETS, Net		260		311
OTHER ASSETS		315		169
TOTAL ASSETS	$	36,172	$	29,384
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Line of credit	$	1,947	$	116
Accounts payable		6,308		3,809
Dividend payable		323		—
Accrued expenses		3,356		3,045
Income taxes payable		532		311
Current portion of notes payable		726		856
Current portion of capital leases		121		107
Current portion of deferred tax liabilities		241		319
Total current liabilities		13,554		8,563
NOTES PAYABLE, net of current portion		364		644
CAPITAL LEASES, net of current portion		200		230
DEFERRED TAX LIABILITIES		458		359
TOTAL LIABILITIES		14,576		9,796
MINORITY INTEREST		2,327		2,196
SHAREHOLDERS’ EQUITY:
Common stock; no par value, 15,000,000 shares authorized; 3,225,242 shares issued and outstanding as of December 31, 2006, and 3,219,407 shares issued and outstanding as of June 30, 2006, respectively		10,354		10,338
Paid-in capital		458		337
Accumulated retained earnings		8,382		7,150
Accumulated other comprehensive income loss-translation adjustments		75		(433	)
Total shareholders’ equity		19,269		17,392
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	36,172	$	29,384