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): May 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 May 9, 2007, Trio-Tech International issued a press release announcing its financial results for the fiscal quarter ended March 31, 2007. 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 May 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: May 11, 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 of Trio-Tech International dated May 9, 2007

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 Third Quarter Net Income
of $0.33 Per Share Versus Net Income From Continuing Operations
of $0.05 Per Share As Revenue More Than Doubled to $13.6 Million

Fiscal 2007 Nine Month Net Income is $0.82 Per Share
Versus a Net Loss From Continuing Operations of $0.03 Per Share

     Van Nuys, CA, — May 9, 2007 — Trio-Tech International (AMEX:TRT) announced today that net income from continuing operations for the third quarter of fiscal 2007 increased to $0.33 per diluted share compared to net income from continuing operations of $0.05 per diluted share for the third quarter of fiscal 2006, reflecting strong growth in the Company’s product sales and testing services, driven primarily by increased demand in China and Southeast Asia.

     “Trio-Tech is continuing to benefit from recent investments we have made to expand our presence in key markets in China and Southeast Asia. Our newest facility in Suzhou, China, which began testing operations in this year’s second quarter, contributed to the improvement in third quarter results. Conditions in both our product sales and testing service segments remain favorable, and we are optimistic that we are building a strong foundation to support Trio-Tech’s long-term growth,” said Chief Executive Officer S.W. Yong.

Third Quarter Results

     For the three months ended March 31, 2007 revenue increased 110.4% to $13,613,000 compared to $6,469,000 for the three months ended March 31, 2006. Revenue from product sales for this year’s third quarter more than doubled to $7,265,000 from $3,018,000 for the same fiscal quarter last year, primarily due to higher sales of the Company’s semiconductor burn-in systems to customers in China and Southeast Asia. Testing segment revenue increased 83.9% to $6,348,000 for the third quarter of fiscal 2007 compared to $3,451,000 a year ago, reflecting continued strong demand for Trio-Tech’s testing services in East Asia.

     Gross margin for the third quarter of fiscal 2007 declined slightly to 26.5% compared to 27.4% for the third quarter of fiscal 2006, due to higher sales of relatively lower margin manufactured products in the third quarter of fiscal 2007 compared to the same period last year.

     Total operating expenses for the third quarter of fiscal 2007 increased to $2,270,000, but declined, as a percent of gross revenue, to 16.6%, compared to $1,556,000, or 24.0% of gross revenue, for the third quarter of fiscal 2006. The decline in operating expenses as a percent of gross revenue is due to the strong revenue growth during the third quarter. The increased operating expenses for the third quarter of fiscal 2007 reflects higher payroll and related expenses in Singapore and Suzhou and an increase in selling expenses.

(more)

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

Trio-Tech Reports Fiscal 2007 Third Quarter Net Income of $0.33 Per Share
May 9, 2007
Page Two

     Net income from continuing operations for the third quarter of fiscal 2007 increased to $1,081,000, or $0.33 per diluted share. This compares to net income from continuing operations for the third quarter of fiscal 2006 of $174,000, or $0.05 per diluted share.

     As of March 31, 2007, cash and cash equivalents were $10,983,000, working capital was $15,650,000, and shareholders’ equity was $20,808,000. As of 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 Nine Month Results

     For the nine months ended March 31, 2007, revenue increased 91.6% to $37,556,000 compared to $19,599,000 for the first nine months of fiscal 2006. Revenue from product sales increased to $22,037,000 compared to $8,888,000 for the same period of the prior year; testing service revenue was $15,519,000 compared to $10,711,000.

     Net income from continuing operations for the first nine months of fiscal 2007 was $2,636,000, or $0.82 per diluted share. This compares to a net loss from continuing operations for the first nine months of fiscal 2006 of $107,000, or $0.03 per share. Net income from discontinued operations for the first nine months fiscal 2006 was $8,459,000, or $2.74 per diluted share. There was no income from discontinued operations in the current year. In fiscal 2006, the income related to discontinued operations was a result of closing the Ireland operation and selling the property.

     The overall gross margin for the nine months ended March 31, 2007 declined to 25.2%, compared to gross margin of 27.9% for the same period last year, reflecting strong revenue gains from the 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)

#435x

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

	Three Months Ended						Nine Months Ended
	March 31,						March 31,
	2007			2006			2007			2006
Revenue
Products	$	7,265		$	3,018		$	22,037		$	8,888
Services		6,348			3,451			15,519			10,711
		13,613			6,469			37,556			19,599
Cost of Sales
Cost of products sold		6,002			2,299			18,431			7,214
Cost of services rendered		3,997			2,398			9,655			6,923
		9,999			4,697			28,086			14,137
Gross Margin		3,614			1,772			9,470			5,462
Operating Expenses
General and administrative		1,904			1,261			4,948			4,542
Selling		346			253			882			768
Research and development		18			20			52			53
Impairment loss		2			—			174			15
Loss on disposal of property, plant & equipment		—			22			—			22
Total operating expenses		2,270			1,556			6,056			5,400
Income from Operations		1,344			216			3,414			62
Other Income (Expenses)
Interest expense		(53	)		(37	)		(119	)		(111	)
Other income		45			84			155			196
Total Other income (Expenses)		(8	)		47			36			85
Income from Continuing Operations before Income Taxes		1,336			263			3,450			147
Income Tax Provision		239			106			717			290
Income (Loss) from Continuing Operations before Minority Interest		1,097			157			2,733			(143	)
Minority Interest		(16	)		17			(97	)		36
Income (Loss) from Continuing Operations		1,081			174			2,636			(107	)
Income from Discontinued Operations		—			—			—			8,459
Net Income Attributed to Common Shares	$	1,081		$	174		$	2,636		$	8,352
BASIC EARNINGS PER SHARE
Basic earnings (loss) per share from Continuing operations	$	0.34		$	0.05		$	0.82		$	(0.03	)
Basic earnings per share from Discontinued operations		0.00			0.00			0.00			2.74
Basic earnings per share	$	0.34		$	0.05		$	0.82		$	2.71
DILUTED EARNINGS PER SHARE
Diluted earnings (loss) per share from Continuing operations	$	0.33		$	0.05		$	0.82		$	(0.03	)
Diluted earnings per share from Discontinued operation		0.00			0.00			0.00			2.74
Diluted earnings per share	$	0.33		$	0.05		$	0.82		$	2.71
Weighted Average Shares Outstanding — Basic		3,224			3,211			3,223			3,080
Weighted Average Shares Outstanding — Diluted		3,234			3,225			3,233			3,080
COMPREHENSIVE INCOME:
Net income	$	1,081		$	174		$	2,636		$	8,352
Foreign currency translation adjustment		449			363			957			(384	)
COMPREHENSIVE INCOME	$	1,530		$	537		$	3,593		$	7,968

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

	March 31,		June 30,
	2007		2006
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash	$	3,480	$	2,551
Short-term deposits		7,503		7,839
Trade accounts receivable, net		10,472		8,518
Other receivables		237		306
Inventories, net		1,986		2,447
Prepaid expenses and other current assets		166		170
Total current assets		23,844		21,831
PROPERTY, PLANT AND EQUIPMENT, Net		7,900		7,073
OTHER INTANGIBLE ASSETS, Net		238		311
OTHER ASSETS		271		169
TOTAL ASSETS	$	32,253	$	29,384
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Line of credit	$	432	$	116
Accounts payable		1,629		3,809
Accrued expenses		4,496		3,045
Income taxes payable		597		311
Current portion of notes payable		660		856
Current portion of capital leases		127		107
Current portion of deferred tax liabilities		253		319
Total current liabilities		8,194		8,563
NOTES PAYABLE, net of current portion		224		644
CAPITAL LEASES, net of current portion		186		230
DEFERRED TAX LIABILITIES		450		359
TOTAL LIABILITIES		9,054		9,796
MINORITY INTEREST		2,391		2,196
SHAREHOLDERS’ EQUITY:
Common stock; no par value, 15,000 shares authorized;
3,225,992 shares issued and outstanding as of March 31, 2007, and 3,219,407 shares issued and outstanding as of June 30, 2006, respectively		10,361		10,338
Paid -in capital		459		337
Accumulated retained earnings		9,463		7,150
Accumulated other comprehensive gain (loss) translation adjustments		525		(433	)
Total shareholders’ equity		20,808		17,392
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	32,253	$	29,384