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 12, 2008

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.)
16139 Wyandotte Street, Van Nuys, California	91406
(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 12, 2008, Trio-Tech International issued a press release announcing its financial results for the fiscal quarter ended December 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 8.01. Other Events

On February 12, 2008, the Board of Directors of Registrant declared a cash dividend of eleven cents ($0.11 (U.S.)) per share on the Common Stock of Registrant. The dividend will be paid on March 25, 2008 to shareholders of record on February 25, 2008. If all shares of Common Stock that may be acquired upon exercise of outstanding stock options are in fact acquired prior to the record date for the cash dividend, it is anticipated that the aggregate amount of the cash dividend will be approximately $355,000.

A press release relating to the declaration of the cash dividend was released on February 12, 2008, a copy of which is attached hereto 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 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 February 12, 2008

1

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 13, 2008

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

2

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release of Trio Tech International dated February 12, 2008

3

EX-99.1

EXHIBIT 99.1

		LOS ANGELES SINGAPORE SELANGOR PENANG BANGKOK SUZHOU SHANGHAI
FOR IMMEDIATE RELEASE	Company Contact:	Investor Contact:
	A. Charles Wilson Chairman (818) 787-7000	Berkman Associates (310) 826-5051 info@BerkmanAssociates.com

Trio-Tech Reports Second Quarter and First Half Results

Company Declares Special Cash Dividend of $0.11 Per Share

     Van Nuys, CA — February 12, 2008 — Trio-Tech International (AMEX:TRT) today announced financial results for the second quarter and first six months of fiscal 2008.

     The Company’s Board of Directors also declared a special cash dividend of $0.11 per share, payable on March 25, 2008 to shareholders of record on February 25, 2008.

Second Quarter Results

     For the three months ended December 31, 2007, revenue in the Company’s testing segment increased 7.5% to $5,670,000 compared to $5,273,000 for the second quarter of fiscal 2007, and increased sequentially compared to $5,543,000 reported for the first quarter of fiscal 2008. Products revenue for this year’s second quarter decreased 18.1% to $7,201,000 compared to $8,794,000 for the same period last year, but increased sequentially compared to $6,507,000 reported for the first quarter of fiscal 2008. Total revenue decreased 8.5% to $12,871,000 for the second quarter of fiscal 2008 compared to $14,067,000 for the second quarter of fiscal 2007, but increased sequentially compared to $12,050,000 reported for the first quarter of fiscal 2008.

     Gross margin for this year’s second quarter improved to 24.8% of revenue compared to 23.8% of revenue for the same period a year earlier, reflecting the greater contribution of higher-margin services revenue to the total revenue mix.

     Net income for the second quarter of fiscal 2008 was $165,000, or $0.05 per diluted share, which included non-cash, stock-related compensation expense of $358,000. This compares to net income for the second quarter of fiscal 2007 of $799,000, or $0.25 per diluted share, which included non-cash, stock-related compensation expense of $1,000.

     An increase in the percentage of income generated in Singapore, and subject to higher tax rates, raised the overall second quarter tax rate to 39% of income, compared to 35% of income in the same period last year.

First Half Results

     For the six months ended December 31, 2007, total revenue increased 4.1% to $24,921,000 compared to $23,943,000 for the first six months of fiscal 2007. Revenue in the Company’s testing segment increased 22.3% to $11,213,000 compared to $9,171,000 for the prior year; products revenue decreased 7.2% to $13,708,000 compared to $14,772,000.

     Net income for this year’s first half was $916,000, or $0.28 per diluted share, which included non-cash, stock-related compensation expense of $358,000. This compares to net income for the first half of fiscal 2007 of $1,555,000, or $0.48 per diluted share, which included non-cash, stock-related compensation expense of $2,000.

(more)

Trio-Tech Reports Second Quarter and First Half Results
February xx, 2008
Page Two

Balance Sheet Highlights

     As of December 31, 2007, cash and cash equivalents were $14,206,000, working capital was $18,855,000, and shareholders’ equity was $23,626,000, or approximately $7.32 per outstanding share. As of June 30, 2007, cash and cash equivalents were $14,950,000, working capital was $16,445,000, and shareholders’ equity was $21,434,000, or approximately $6.64 per share.

Expanding Presence in China

     “Demand for our testing services in Asia continued to grow during the second quarter. We are especially pleased by the steady growth we have experienced at the testing operation in Suzhou, China we launched just a year ago. We remain committed to expanding our presence in China,” said Chief Executive Officer S.W. Yong.

     Separately, in January 2008, Trio-Tech (Chongqing) Co. Ltd. purchased for $762,000 an office space in an high-rise office building in Chongqing from MaoYe Property Ltd.

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)

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TRIO-TECH INTERNATIONAL AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

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

	Three Months Ended						Six Months Ended
	December 31,						December 31,
	2007			2006			2007			2006
Revenue
Products	$	7,201		$	8,794		$	13,708		$	14,772
Services		5,670			5,273			11,213			9,171
		12,871			14,067			24,921			23,943
Cost of Sales
Cost of products sold		5,939			7,648			11,468			12,461
Cost of services rendered		3,737			3,069			7,216			5,658
		9,676			10,717			18,684			18,119
Gross Margin		3,195			3,350			6,237			5,824
Operating Expenses
General and administrative		2,424			1,704			4,069			3,150
Selling		153			207			277			398
Research and development		19			17			38			34
Impairment loss		16			172			16			172
Total operating expenses		2,612			2,100			4,400			3,754
Income from Operations		583			1,250			1,837			2,070
Other Income (Expenses)
Interest expense		(79	)		(37	)		(164	)		(66	)
Other (expense) income		(141	)		73			(191	)		110
Total other (expense) income		(220	)		36			(355	)		44
Income Before Income Taxes		363			1,286			1,482			2,114
Income Tax Provision		142			453			314			478
Income Before Minority Interest		221			833			1,168			1,636
Minority interest		(56	)		(34	)		(252	)		(81	)
Net Income Attributed to Common Shares	$	165		$	799		$	916		$	1,555
EARNINGS PER SHARE:
Basic earnings per share	$	0.05		$	0.25		$	0.28		$	0.48
Diluted earnings per share	$	0.05		$	0.25		$	0.28		$	0.48
Weighted Average Shares Outstanding:
Basic		3,226			3,221			3,226			3,220
Diluted		3,228			3,233			3,259			3,232
Comprehensive Income:
Net income	$	165		$	799		$	916		$	1,555
Foreign currency translation adjustment		702			482			918			508
Comprehensive Income	$	867		$	1,281		$	1,834		$	2,063

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

	June 30,		December 31,
	2007		2007
			(Unaudited)
ASSETS
CURRENT ASSETS:
Cash	$	7,135	$	5,316
Short-term deposits		7,815		8,890
Trade accounts receivable, net		7,410		10,633
Other receivables		245		364
Inventories, net		1,946		2,473
Prepaid expenses and other current assets		122		283
Assets held for sale		—		212
Total current assets		24,673		28,171
INVESTMENT IN CHINA		—		2,057
PROPERTY, PLANT AND EQUIPMENT, Net		7,458		7,667
OTHER INTANGIBLE ASSETS, Net		212		166
OTHER ASSETS		445		404
TOTAL ASSETS	$	32,788	$	38,465
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	2,265	$	3,386
Accrued expenses		4,354		3,533
Advances from buyer		—		21
Income taxes payable		948		836
Current portion of notes payable		536		1,428
Current portion of capital leases		125		112
Total current liabilities		8,228		9,316
NOTES PAYABLE, net of current portion		139		2,179
CAPITAL LEASES, net of current portion		155		118
DEFERRED TAX LIABILITIES		373		396
TOTAL LIABILITIES		8,895		12,009
MINORITY INTEREST		2,459		2,830
SHAREHOLDERS’ EQUITY:
Common stock; no par value, 15,000,000 shares authorized; 3,225,930 shares issued and outstanding as of December 31, 2007, and at June 30, 2007		10,361		10,361
Paid-in capital		460		818
Retained earnings		10,135		11,051
Accumulated other comprehensive income		478		1,396
Total shareholders’ equity		21,434		23,626
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	32,788	$	38,465