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): September 22, 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 September 22, 2006, Trio-Tech International issued a press release announcing its financial results for the fiscal year ended June 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.

(c)	Exhibits
99.1	Press release of Trio Tech International dated September 22, 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: September 27, 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	Berkman Associates
	Chairman	(310) 826-5051
	(818) 787-7000	info@BerkmanAssociates.com

Trio-Tech Reports Fiscal 2006 Fourth Quarter Net Income
Increased to $0.22 Per Share Versus $0.02 Per Share
As Quarterly Revenue Increased 61%

     Van Nuys, CA, — September 22, 2006 — Trio-Tech International (AMEX:TRT) today announced higher revenue and net income for the fourth quarter of 2006 and fiscal 2006 compared to the same periods of fiscal 2005.

     “Trio-Tech reported a solid year and a particularly strong fourth quarter, as the performance of both our product and services segments exceeded our expectations. We believe that our strategy to establish a significant position in the rapidly growing semiconductor testing and burn-in business in Asia has put us on the right track for continued success,” said Chief Executive Officer S.W. Yong.

     The CEO continued, “The strong relationships we have built over the years have helped Trio-Tech to become a partner of choice to support our customers’ growing operations in China. We believe that our growth initiatives in this exciting market are now beginning to deliver the results we anticipated. The semiconductor testing and burn-in business based in Shanghai which we acquired effective on January 3, 2006 has commenced operations and we expect testing volume to increase at this facility in the new fiscal year. In addition, last month we announced that we will expand our facility in Suzhou, China to provide specialized testing and burn-in services and manufacture burn-in equipment to serve China’s expanding semiconductor, communications and consumer electronics markets. We expect to complete this expansion project in the next couple of months, and look forward to increasing our volume of business at this location beginning in the second half of this fiscal year.

     “As evidenced by our strong backlog, conditions in our primary markets are favorable, and we are optimistic about Trio-Tech’s continued growth in fiscal 2007.” Yong noted that total backlog increased to $16,294,000 at June 30, 2006 from $9,365,000 at June 30, 2005, including testing service backlog of $12,030,000 at the end of fiscal 2006 compared to $7,384,000 at the end of fiscal 2005.

Fourth Quarter Results

     For the three months ended June 30, 2006, total revenue increased 61% to $9,500,000 compared to $5,901,000 for the fourth quarter of fiscal 2005. Semiconductor testing service revenue increased 24% to $3,744,000 from $3,022,000 for the same period in the prior year. Revenue from product sales doubled to $5,756,000 from $2,879,000, primarily as the result of higher sales of burn-in boards and related equipment.

(more)

Trio-Tech Reports Fiscal 2006 Fourth Quarter Net Income Increased to $0.22 Per Share Versus
$0.02 Per Share As Quarterly Revenue Increased 61%
September 22, 2006
Page Two

     Net income for the fourth quarter of fiscal 2006, net of income taxes and minority interest, increased to $705,000, or $0.22 per diluted share. This compares to net income for the fourth quarter of fiscal 2005, net of income taxes and minority interest, of $62,000, or $0.02 per diluted share.

     At June 30, 2006, cash and short-term deposits were $10,390,000, versus $4,650,000 at June 30, 2005. Shareholder’s equity at June 30, 2006 was $17,392,000 compared to $9,297,000 at June 30, 2005. Shareholders’ equity at June 30, 2006 was net of the dividend of $0.50 per share declared on December 2, 2005 and paid on January 25, 2006.

Fiscal 2006 Results

     Revenue for the twelve months ended June 30, 2006 increased 16% to $29,099,000 compared to $25,061,000 for fiscal 2005. Testing services segment revenue for fiscal 2006 increased 28% to $14,455,000 from $11,307,000 for fiscal 2005. Revenue from manufacturing segment and distribution segment increased 6% to $14,644,000 from $13,754,000.

     Income from continuing operations for the twelve months ended June 30, 2006, net of income taxes and minority interest, was $597,000, or $0.19 per diluted share. This compares to net income from continuing operations for fiscal 2005, net of income taxes and minority interest, of $216,000, or $0.07 per diluted share.

     Including discontinued operations, net income for the twelve months ended June 30, 2006 was $9,056,000, or $2.90 per diluted share, which included an after-tax gain of $8,909,000 from the sale of property utilized in Trio-Tech’s now discontinued operations in Dublin, Ireland. This compares to net income for the twelve months ended June 30, 2005 of $221,000, or $0.07 per diluted share.

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)

#4210

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

	Three Months Ended						Twelve Months Ended
	June 30,						June 30,
	2006			2005			2006			2005
	(unaudited)						(audited)
REVENUES
Product	$	5,756		$	2,879		$	14,644		$	13,754
Services		3,744			3,022			14,455			11,307
		9,500			5,901			29,099			25,061
COST OF SALES
Cost of products sold		4,591			2,447			11,805			11,324
Cost of service rendered		2,440			2,021			9,363			7,690
		7,031			4,468			21,168			19,014
GROSS MARGIN		2,469			1,433			7,931			6,047
OPERATING EXPENSES:
General and administrative		1,779			1,020			6,321			4,466
Selling		202			170			970			1,058
Research and development		17			16			70			93
Impairment loss		46			70			61			70
Loss on disposal of property, plant and equipment		—			1			22			1
Total operating expenses		2,044			1,277			7,444			5,688
INCOME FROM OPERATIONS		425			156			487			359
OTHER INCOME (EXPENSE)
Interest expense		(31	)		(36	)		(142	)		(165	)
Other income		402			104			598			182
Total other income		371			68			456			17
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		796			224			943			376
INCOME TAX PROVISION (BENEFITS)		(33	)		132			258			158
INCOME FROM CONTINUING OPERATIONS BEFORE MINORITY INTEREST		829			92			685			218
MINORITY INTEREST		(124	)		(20	)		(88	)		(2	)
INCOME FROM CONTINUING OPERATIONS		705			72			597			216
INCOME (LOSS) FROM DISCONTINUED OPERATION		—			(10	)		8,459			5
NET INCOME ATTRIBUTABLE TO COMMON SHARES	$	705		$	62		$	9,056		$	221
Basic earnings per share from continuing operations	$	0.22		$	0.02		$	0.19		$	0.07
Basic earnings per share from discontinued operations		0.00			0.00			2.72			0.00
Basic earnings per share	$	0.22		$	0.02		$	2.91		$	0.07
Diluted earnings per share from continuing operations	$	0.22		$	0.02		$	0.19		$	0.07
Diluted earnings per share from discontinued operations		0.00			0.00			2.71			0.00
Diluted earnings per share	$	0.22		$	0.02		$	2.90		$	0.07
WEIGHTED AVERAGE SHARES OUTSTANDING
Basic		3,219			2,968			3,115			2,966
Diluted		3,234			3,012			3,128			3,031
COMPREHENSIVE INCOME (LOSS):
Net income		705			62			9,056			221
Foreign currency translation adjustment		193			(189	)		(190	)		25
COMPREHENSIVE INCOME (LOSS)	$	898		$	(127	)	$	8,866		$	246

TRIO-TECH INTERNATIONAL AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except number of shares)

	June 30,
	2006			2005
ASSETS
CURRENT ASSETS:
Cash	$	2,551		$	1,439
Short-term deposits		7,839			3,211
Trade accounts receivable, net		8,518			4,178
Other receivables		306			142
Inventories, net		2,447			1,584
Prepaid expenses and other current assets		170			91
Total current assets		21,831			10,645
PROPERTY, PLANT AND EQUIPMENT, Net		7,073			7,176
OTHER INTANGIBLE ASSETS, Net		311			386
OTHER ASSETS		169			138
TOTAL ASSETS	$	29,384		$	18,345
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Line of credit	$	116		$	336
Accounts payable		3,809			1,681
Accrued expenses		3,045			2,598
Income taxes payable		311			168
Current portion of notes payable		856			655
Current portion of capital leases		107			123
Current portion of deferred tax liabilities		292			275
Total current liabilities		8,536			5,836
NOTES PAYABLE, net of current portion		644			634
CAPITAL LEASES, net of current portion		230			110
DEFERRED TAX LIABILITIES		386			407
TOTAL LIABILITIES		9,796			6,987
MINORITY INTEREST		2,196			2,061
SHAREHOLDERS’ EQUITY:
Common stock; no par value, 15,000,000 shares authorized; 3,219,407 and 2,976,942 shares issued and outstanding at June 30, 2006 and 2005, respectively		10,338			9,554
Paid-in capital		337			284
Accumulated retained earnings (deficit)		7,150			(298	)
Accumulated other comprehensive loss-translation adjustments		(433	)		(243	)
Total shareholders’ equity		17,392			9,297
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	29,384		$	18,345