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 17, 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 September 17, 2007, Trio-Tech International issued a press release announcing its financial results for the fiscal year ended June 30, 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.

(c)	Exhibits
99.1	Press release of Trio Tech International dated September 17, 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: September 19, 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:
A. Charles Wilson
Chairman
(818) 787-7000 Investor Contact:
Berkman Associates
(310) 826-5051
info@BerkmanAssociates.com

Trio-Tech Reports Fiscal 2007 Net Income of $1.02 Per Share Versus Fiscal 2006 Net Income From Continuing Operations of $0.19 Per Share As Revenue Increased 60.7% to A Record $46.8 Million

Fourth Quarter Income From Operations Increased 84.2% Versus Prior Year

     Van Nuys, CA — September 17, 2007 — Trio-Tech International (AMEX:TRT) today announced record revenue and net income for fiscal 2007, as the Company expanded its semiconductor product sales and testing services businesses in China and Southeast Asia.

     “Trio-Tech’s outstanding performance for fiscal 2007 demonstrates that our strategy to build our presence in key markets in China and Southeast Asia, expand the range of equipment and services we offer, and make it easier for our customers to do business with us is the right one for our Company. The decision we made to invest in our strengths has improved our relationships with existing customers, created opportunities for us to attract new customers, and set the stage for us to achieve the sustained growth we are aiming for over the long term,” said Chief Executive Officer S.W. Yong.

Fiscal 2007 Results

     For the twelve months ended June 30, 2007, revenue increased 60.7% to a record $46,750,000 compared to $29,099,000 for fiscal 2006.

     Net income for fiscal 2007, net of income taxes and minority interest, increased to a record $3,308,000, or $1.02 per diluted share. This compares to net income from continuing operations for fiscal 2006, net of income taxes and minority interest, of $597,000, or $0.19 per diluted share. Including net income from discontinued operations of $8,459,000, or $2.71 per diluted share, Trio-Tech reported net income for fiscal 2006 of $9,056,000, or $2.90 per diluted share.

     Revenue from product sales increased 76.6% for fiscal 2007 to $25,867,000 compared to $14,644,000 for fiscal 2006, primarily the result of higher sales of the Company’s semiconductor burn-in systems to customers in China and Southeast Asia.

     Testing segment revenue increased 44.5% to $20,883,000 for fiscal 2007 compared to $14,455,000 a year earlier, reflecting strong demand for Trio-Tech’s semiconductor testing services and the contribution of the Company’s second Chinese testing facility, in Suzhou, which began operating in the second quarter of fiscal 2007.

     Gross margin for fiscal 2007 was 25.9% compared to 27.3% for fiscal 2006, reflecting the increased contribution of product sales to total revenue in fiscal 2007 versus prior year.

     Total operating expenses for fiscal 2007 increased 6.1% to $7,896,000 compared to $7,444,000 for fiscal 2006. As a percent of gross revenue, operating expenses decreased to 16.9% compared to 25.6% for fiscal 2006. “We are proud of our ability to leverage our overhead structure to support our rapid growth, and will continue to exercise tight control over operating costs,” Yong said.

(more)

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

Trio-Tech Reports Fiscal 2007 Net Income of $1.02 Per Share
September xx, 2007
Page Two

Fourth Quarter Results

     For the three months ended June 30, 2007, total revenue decreased 3.2% to $9,194,000 compared to $9,500,000 for the fourth quarter of fiscal 2006. Testing segment revenue increased 43.3% to $5,364,000 compared to $3,744,000 for the prior year, and revenue from product sales decreased to $3,830,000 compared to $5,756,000.

     Gross margin for the fourth quarter of fiscal 2007 was 28.5% compared to 26.0% for the fourth quarter of fiscal 2006, reflecting the increased contribution of testing services to total revenue in the forth quarter of fiscal 2007 period versus prior year.

     Income from operations for the fourth quarter of fiscal 2007 increased 84.2% to $783,000 compared to $425,000 for the fourth quarter of fiscal 2006.

     Net income for the fourth quarter of fiscal 2007, net of income taxes and minority interest, was $672,000, or $0.21 per diluted share. This compares to net income for the fourth quarter of fiscal 2006, net of income taxes and minority interest, of $705,000, or $0.22 per diluted share. Net income in the fourth quarter of fiscal 2006 included a one-time reversal of a provision of $269,000 related to the value added tax assessment incurred in Trio-Tech’s Bangkok testing operation.

Balance Sheet Highlights

     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. As of June 30, 2006, cash and cash equivalents were $10,390,000, working capital was $13,295,000, 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)

#441x

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

	Three Months Ended						Twelve Months Ended
	June 30,						June 30,
	2007			2006			2007			2006
Revenue
Products	$	3,830		$	5,756		$	25,867		$	14,644
Services		5,364			3,744			20,883			14,455
		9,194			9,500			46,750			29,099
Cost of Sales
Cost of products sold		3,177			4,591			21,608			11,805
Cost of services rendered		3,394			2,440			13,049			9,363
		6,571			7,031			34,657			21,168
Gross Margin		2,623			2,469			12,093			7,931
Operating Expenses
General and administrative		1,613			1,779			6,561			6,321
Selling		209			202			1,091			970
Research and development		17			17			69			70
Impairment loss		2			46			176			61
(Gain) Loss on disposal of property, plant and equipment		(1	)		—			(1	)		22
		1,840			2,044			7,896			7,444
Income from Operations		783			425			4,197			487
Other Income (Expenses)
Interest expense		(20	)		(31	)		(139	)		(142	)
Other income		23			402			178			598
Total Other Income		3			371			39			456
Income from Continuing Operations before Income Tax		786			796			4,236			943
Income Tax Provision		48			(33	)		765			258
Income from Continuing Operations before Minority Interest		738			829			3,471			685
Minority interest		(66	)		(124	)		(163	)		(88	)
Income from Continuing Operations		672			705			3,308			597
Income from Discontinued Operations		—			—			—			8,459
Net Income Attributed to Common Shares	$	672		$	705		$	3,308		$	9,056
Basic earnings per share from continuing operations	$	0.21		$	0.22		$	1.03		$	0.19
Basic earnings per share from discontinued operations		—			—			—			2.72
Basic earnings per share	$	0.21		$	0.22		$	1.03		$	2.91
Diluted earnings per share from continuing operations	$	0.21		$	0.22		$	1.02		$	0.19
Diluted earnings per share from discontinued operations		—			—			—			2.71
Diluted earnings per share	$	0.21		$	0.22		$	1.02		$	2.90
Weighted Average Shares Outstanding
Basic		3,224			3,219			3,225			3,115
Diluted		3,235			3,234			3,235			3,128
COMPREHENSIVE INCOME:
Net income		672			705			3,308			9,056
Foreign currency translation adjustment		(46	)		193			911			(190	)
COMPREHENSIVE INCOME	$	626		$	898		$	4,219		$	8,866

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

	June 30,		June 30,
	2007		2006
ASSETS
CURRENT ASSETS:
Cash	$	7,135	$	2,551
Short-term deposits		7,815		7,839
Trade accounts receivable, net		7,410		8,518
Other receivables		245		306
Inventories, net		1,946		2,447
Prepaid expenses and other current assets		122		170
Total current assets		24,673		21,831
PROPERTY, PLANT AND EQUIPMENT, Net		7,458		7,073
OTHER INTANGIBLE ASSETS, Net		212		311
OTHER ASSETS		445		169
TOTAL ASSETS	$	32,788	$	29,384
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Line of credit	$	—	$	116
Accounts payable		2,265		3,809
Accrued expenses		4,354		3,045
Income taxes payable		948		603
Current portion of notes payable		536		856
Current portion of capital leases		125		107
Total current liabilities		8,228		8,536
NOTES PAYABLE, net of current portion		139		644
CAPITAL LEASES, net of current portion		155		230
DEFERRED TAX LIABILITIES		373		386
TOTAL LIABILITIES		8,895		9,796
MINORITY INTEREST		2,459		2,196
SHAREHOLDERS’ EQUITY:
Common stock; no par value, 15,000,000 shares authorized; 3,227,992 and 3,219,407 shares issued and outstanding		10,361		10,338
at June 30, 2007 and 2006, respectively Paid-in capital		460		337
Accumulated retained earnings		10,135		7,150
Accumulated other comprehensive loss-translation adjustments		478		(433	)
Total shareholders’ equity		21,434		17,392
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	32,788	$	29,384