##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended June 30, 2007
  o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
 For the Transition Period from  to
 Commission File Number 1-14523
 TRIO-TECH INTERNATIONAL
  California
    
    95-2086631(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification Number)14731 Califa StreetVan Nuys, California
(Address of principal executive offices)
    
    91411
(Zip Code)Registrants Telephone Number: 818-787-7000Securities registered pursuant to Section 12(b) of the Act:Title of each class 
Common Stock, no par value
    
    Name of each exchange
On which registered
AMEX
 
 o þ
 o þ
 þ o
 o
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##### 



TRIO-TECH INTERNATIONAL
 INDEX
 PagePart IItem 1
    
    Business
    
    
    3Item 1A
    
    Risk factors
    
    
    9Item 1B
    
    Unresolved staff comments
    
    
    12Item 2
    
    Properties
    
    
    12Item 3
    
    Legal proceedings
    
    
    14Item 4
    
    Submission of matters to a vote of security holders
    
    
    14Part IIItem 5
    
    Market for registrants common equity, related stockholder matters and Issuer Purchases of Equity Securities
    
    
    15Item 6
    
    Selected financial data
    
    
    17Item 7
    
    Managements discussion and analysis of financial condition and results of operations
    
    
    18Item 7A
    
    Quantitative and qualitative disclosures about market risk
    
    
    33Item 8
    
    Financial statements and supplementary data
    
    
    34Item 9
    
    Changes in and disagreements with accountants on accounting and financial disclosure
    
    
    34Item 9A
    
    Controls and procedures
    
    
    34Item 9B
    
    Other information
    
    
    34Part IIIItem 10
    
    Directors, executive officers and corporate governance
    
    
    34Item 11
    
    Executive compensation
    
    
    34Item 12
    
    Security ownership of certain beneficial owners and management and related stockholder matters
    
    
    34Item 13
    
    Certain relationships and related transactions, and director independence
    
    
    34Item 14
    
    Principal accountant fees and services
    
    
    34Part IVItem 15
    

Exhibits
and financial statement schedules
    
    
    34Signatures
    
    
    
    
    40Exhibits
    
    
    
    
    41Report
of independent registered public accounting firm
    
    
    45Consolidated
Balance Sheets as of June 30, 2007 and 2006
    
    
    46Consolidated Statements of Operations and Comprehensive Income for the Years Ended
June 30, 2007, 2006 and 2005
    
    
    47Consolidated Statements of Shareholders Equity for the Years Ended June 30, 2007, 2006 and 2005
    
    
    48Consolidated Statements of Cash Flows for the Years Ended June 30, 2007 2006 and 2005
    
    
    49Notes to Consolidated Financial Statements
    
    
    50EXHIBIT 10.49EXHIBIT 10.50EXHIBIT 10.51EXHIBIT 10.52EXHIBIT 10.53EXHIBIT 10.54EXHIBIT 10.55EXHIBIT 10.56EXHIBIT 10.57EXHIBIT 10.58EXHIBIT 10.59EXHIBIT 10.60EXHIBIT 10.61EXHIBIT 10.62EXHIBIT 10.63EXHIBIT 10.64EXHIBIT 10.65EXHIBIT 10.66EXHIBIT 10.67EXHIBIT 10.68EXHIBIT 10.69EXHIBIT 23.1EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32
  2




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NOTE CONCERNING FORWARD-LOOKING STATEMENTS
   
 ITEM 1  BUSINESS (IN THOUSANDS, EXCEPT PERCENTAGE AND SHARE AMOUNTS)
   Recent Events
   General
  3




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Company History
 1958
    
    Incorporated in California.1976
    
    The Company formed Trio-Tech International Pte. Ltd. in Singapore.1984
    
    The Company formed the European Electronic Test Center (EETC), a Cayman Islands domiciled
subsidiary, to operate a test facility in Dublin, Ireland.1985
    
    The Companys Singapore subsidiary entered into a joint-venture agreement, Trio-Tech Malaysia, to
operate a test facility in Penang.1986
    
    Trio-Tech International listed on the NASDAQ Small Cap market under the symbol TRTC.1988
    
    The Company acquired the Rotating Test Equipment Product Line of Genisco Technology Corporation.1990
    
    Trio-Tech International acquired Express Test Corporation in California.Trio-Tech Malaysia opened a new facility in Kuala Lumpur.1992
    
    Trio-Tech Singapore opened Trio-Tech Bangkok, Thailand.Trio-Tech Singapore achieved ISO 9002 certification.1994
    
    Trio-Tech Malaysia started a new components assembly operation in Batang Kali.1995
    
    Trio-Tech Singapore achieved ISO 9001 certification.1997
    
    In November 1997, the Company acquired KTS Incorporated, dba Universal Systems of Campbell,California.1998
    
    In September 1998, the Company listed on AMEX under the symbol TRT.2000
    
    Trio-Tech Singapore achieved QS 9000 certification.Trio-Tech Malaysia closed its facility in Batang Kali.2001
    
    The Company divested the Rotating Test Equipment Product Line.Trio-Tech Malaysia closed its facility in Kuala Lumpur.2003
    
    Trio-Tech Singapore opened a sales office in China known as Trio-Tech (Suzhou) Co. Ltd.Trio-Tech Malaysia scaled down its facility in Penang.2004
    
    The Company moved its Wet Process Station manufacturing from Campbell, California to Singapore.Trio-Tech Test Services Pte. Ltd. was renamed Universal (Far East) Pte. Ltd.Trio-Tech Malaysia acquired a burn-in testing division in Petaling Jaya.
 4




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##### Table of Contents



2005
    
    Trio-Tech Singapore, Trio-Tech Malaysia and Trio-Tech Bangkok achieved ISO 9001, 2000 certification.Trio-Tech Singapore, Trio-Tech Malaysia and Trio-Tech Bangkok achieved ISO/TS16949, 2002
certification.Trio-Tech Ireland closed its facility in Ireland.2006
    
    Trio-Tech Singapore acquired a burn-in testing company in Shanghai and changed its name toTrio-Tech (Shanghai) Co. Ltd.2007
    
    Trio-Tech Singapore achieved ISO 14001, 2004 certification.Universal (Far East) Pte. Ltd achieved ISO/IEC 17025, 2005 accreditation under SAN-SINGLAS.Trio-Tech (Suzhou) started its testing service.Trio-Tech Singapore established a subsidiary, Trio-Tech (ChongQing) Co. Ltd, in ChongQing, China.
 Background
   Testing Services
      Manufacturing Products
  5




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##### Table of Contents



Front-End Products
 Wet Process Stations
  Artic Temperature Controlled Wafer Chucks
 ° °
 Back-End Products
 Autoclaves and HAST (Highly Accelerated Stress Test) Equipment
  Burn-in Equipment and Boards
     Component Centrifuges and Leak Detection Equipment
  6




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Distribution Activities
     Product Research and Development
   Marketing, Distribution and Services
    7




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Backlog
  June 30,
    
    
    June 30,2007
    
    
    2006Manufacturing backlog
    
    $
    6,275
    
    
    $
    3,729Testing service backlog
    
    
    6,452
    
    
    
    12,030Distribution backlog
    
    
    102
    
    
    
    535$
    12,829
    
    
    $
    16,294
  Materials and Supplies
  Competition
     8




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##### Table of Contents



Patents
   Employees
  
 ITEM 1A  RISK FACTORS
  Our operating results are affected by a variety of factors
  
    
    economic and market conditions in the semiconductor industry;
    
    market acceptance of our products and services;
    
    changes in technology in the semiconductor industry, which could affect demand for our products and services;
    
    changes in testing processes;
    
    the impact of competition;
    
    the lack of long-term purchase or supply agreements with customers and vendors;
    
    changes in military or commercial testing specifications, which could affect the market
for our products and services;
    
    difficulties in profitably integrating acquired businesses, if any, into the Company;
    
    the loss of key personnel or the shortage of available skilled employees;
    
    international political or economic events;
    
    currency fluctuations; and
    
    other technological, economic, financial and regulatory factors beyond our control.
  9




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Semiconductor industry cycles affect our business
   Rapid technological changes may make our products obsolete or result in decreased prices or
increased expenses
  Our dependence on international sales involves significant risk
  We may incur losses due to foreign currency fluctuations
   We do not rely on patents to protect our products or technology
  10




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Intense competition can adversely affect our operating results
  Loss, reduction or delay of orders from significant customers could adversely affect our financial
condition
  Our testing products and services may be adversely affected by our sales of testing equipment.
  Acquisition and integration of new businesses could disrupt our ongoing business, distract
management and employees, increase our expenses or adversely affect our business
  We do not have contracts with key suppliers
  We are highly dependent on key personnel
  11




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##### Table of Contents



Our management has significant influence over corporate decisions
  We may not pay cash dividends in the future
  The market price for our common stock is subject to fluctuation
  Our results may be affected by interest rate fluctuations
   
 ITEM 1B UNRESOLVED STAFF COMMENTS
  
 ITEM 2  PROPERTIES
  12




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##### Table of Contents



Owned (O)Approx.
    
    
    or Leased (L)Sq. Ft.
    
    
    & ExpirationLocation
    
    Principal Use/Segment
    
    Occupied
    
    
    Date14731 Califa Street
    
    Headquarters/
    
    
    10,000
    
    
    (L) Jan. 2008Van Nuys, CA 9l411
    
    Testing/Manufacturing1004, Toa Payoh North, SingaporeHEX 07-01/07,
    
    Testing
    
    
    6,864
    
    
    (L) Sept. 2009HEX 07-01/07, (ancillary site)
    
    Testing
    
    
    2,339
    
    
    (L) Sept. 2009HEX 03-01/03,
    
    Testing/Manufacturing
    
    
    2,959
    
    
    (L) Sept. 2009HEX 03-16,
    
    Testing
    
    
    976
    
    
    (L) Sept. 2009HEX 01-08/15,
    
    Testing/Manufacturing
    
    
    6,864
    
    
    (L) Jan. 2009HEX 01-08/15, (ancillary site)
    
    Testing/Manufacturing
    
    
    1,629
    
    
    (L) Jan. 2009HEX 01-16/17,
    
    Testing
    
    
    1,983
    
    
    (L) Jan. 2009HEX 02-08/10,
    
    Testing
    
    
    2,959
    
    
    (L) Aug. 2008HEX 02-11/15,
    
    Testing
    
    
    3,905
    
    
    (L) Apr. 2008HEX 04-17,
    
    Testing
    
    
    1,006
    
    
    (L) May. 2010HEX 04-14/16,
    
    Testing
    
    
    2,929
    
    
    (L) May. 2010HEX 03-08/10,
    
    Testing
    
    
    2,959
    
    
    (L) May. 2010HEX 03-06/07
    
    Testing/Manufacturing
    
    
    1,953
    
    
    (L) Jan. 2009HEX 03-06/07 (ancillary site)
    
    Testing/Manufacturing
    
    
    101
    
    
    (L) Jan. 2009HEX 04-05/07
    
    Manufacturing
    
    
    2,929
    
    
    (L) May. 2009HEX 04-08/09/10
    
    Manufacturing
    
    
    2,959
    
    
    (L) Dec. 20091008, Toa Payoh North, SingaporeHEX 03-01/06,
    
    Testing
    
    
    7,345
    
    
    (L) Feb. 2009HEX 03-09/17,
    
    Logistics/Universal (FE)
    
    
    6,099
    
    
    (L) Jan. 2009HEX 03-09/17, (ancillary site)
    
    Logistics/Universal (FE)
    
    
    70
    
    
    (L) Jan. 2009HEX 07-17/18,
    
    Testing
    
    
    4,315
    
    
    (L) Nov. 2009HEX 07-17/18, (ancillary site)
    
    Testing
    
    
    25
    
    
    (L) Nov. 2009HEX 07-01,
    
    Testing
    
    
    3,466
    
    
    (L) Jan. 2010HEX 02-17
    
    Universal (FE)
    
    
    832
    
    
    (L) Jun. 2010HEX 02-18
    
    Testing
    
    
    3,466
    
    
    (L) Nov. 2009HEX 02-15/16
    
    Universal (FE)
    
    
    1,400
    
    
    (L) Jul. 2007*1HEX 01-09/11
    
    Universal (FE)
    
    
    2,202
    
    
    (L) Nov. 2009HEX 01-15/16
    
    Universal (FE)
    
    
    1,400
    
    
    (L) Oct. 2008HEX 03-07/08
    
    Testing
    
    
    1,765
    
    
    (L) Nov. 2007*1HEX 03-07/08, (ancillary site)
    
    Testing
    
    
    144
    
    
    (L) Nov. 2007*1HEX 01-08
    
    Transformer Room
    
    
    603
    
    
    (L) Jun. 2009Hex 02-03/04/05/06
    
    Testing
    
    
    3,047
    
    
    (L) Nov. 2009
 Plot 1A, Phase 1
    
    Subleased
    
    
    42,013
    
    
    
    (O) *2Bayan Lepas Free Trade Zone
11900 PenangLot No. B7, Kawasan MIEL
    
    Vacant
    
    
    24,142
    
    
    
    (O) *3Batang Kali, Phase II,
43300 Batang Kali
Selangor Darul Ehsan, MalaysiaLot No. 11A, Jalan SS8/2,
    
    Testing
    
    
    19,334
    
    
    (L) Jul. 2007*1Sungai Way Free Industrial Zone,
47300 Petaling Jaya,
Selangor Darul Ehsan, Malaysia
 13




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Owned (O)Approx.
    
    
    or Leased (L)Sq. Ft.
    
    
    & ExpirationLocation
    
    Principal Use/Segment
    
    

    Occupied
    
    
    DateLot No. 4, Kawasan MIEL
    
    Testing
    
    
    14,432
    
    
    (L) Nov. 2007*1*2Sungai Way Baru Free Industrial
Zone, Phase III,
Selangor Darul Ehsan, Malaysia327, Chalongkrung Road,
    
    Testing
    
    
    34,432
    
    
    
    (O
    )Lamplathew, Lat Krabang,
Bangkok 10520, ThailandNo. 5, Xing Han Street, Block A
    
    Testing
    
    
    9,957
    
    
    (L) Oct. 2008#04-13/16, Suzhou Industrial Park
China 215021
China 215021No. 389 Gang Ao Road Factory No. 5
    
    Testing
    
    
    6,620
    
    
    (L) Sept. 2007*1Level 5 (East) Waigaoqiao Free
Trade Zone, Pudong 200131
Shanghai, China
Zone, Pudong 200131 Shanghai, ChinaNo. 5, Xing Han Street, Block A
    
    Testing
    
    
    3,606
    
    
    (L) Oct. 2008#04-11/12, Suzhou Industrial Park
China 215021
 
 *1
    
    With respect to the various leases that expire during fiscal 2008, the Company
anticipates that the landlord will offer similar terms on each such lease at renewal and does
not believe that material expenses will be incurred.*2
    
    The premises are subleased to a third party.*3
    
    The premises were vacant from June 30, 2005 until June 30, 2007. The Company plans to sell
the property to a third party subsequent to the fiscal year 2007. An active program to locate
a buyer had not been initiated as of June 30, 2007, and no agreement as to sale was entered
into nor was any purchaser for the premises specifically named. 
 ITEM 3  LEGAL PROCEEDINGS
    
 ITEM 4  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  14




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PART II
 
 ITEM 5 MARKET FOR REGISTRANTS COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
  Quarter Ended
    
    High
    
    LowFiscal 2006September 30, 2005
    
    $
    4.30
    
    
    $
    3.59December 31, 2005
    
    $
    6.00
    
    
    $
    4.28March 31, 2006
    
    $
    7.15
    
    
    $
    5.08June 30, 2006
    
    $
    7.55
    
    
    $
    6.00Fiscal 2007September 30, 2006
    
    $
    11.96
    
    
    $
    5.95December 31, 2006
    
    $
    15.40
    
    
    $
    10.45March 31, 2007
    
    $
    17.15
    
    
    $
    10.68June 30, 2007
    
    $
    21.93
    
    
    $
    14.25
 Stockholders
  Dividend Policy
    15




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Equity Compensation Plan
  EQUITY COMPENSATION PLAN INFORMATION
 Number of securitiesremaining available forNumber of
    
    
    
    
    
    
    future issuance undersecurities to be
    
    
    
    
    
    
    equity compensationissued upon
    
    
    Weighted average
    
    
    plans (excludingexercise of
    
    
    exercise price of
    
    
    securities reflected inoutstanding options
    
    
    outstanding options
    
    
    column (a))Plan Category
    
    (a)
    
    
    (b)
    
    
    (c)Equity compensation plans approved
by shareholders(1) Companys 1998 Stock Option Plan
    
    
    13,050
    
    
    $
    3.03
    
    
    
    (2) Directors Stock Option Plan
    
    
    
    
    
    
    
    
    
    
    Options granted outside of the above plans
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    13,050
    
    
    $
    $3.03
    
    
    
    
 Stock Performance Graph
  
  6/02
    
    6/03
    
    6/04
    
    6/05
    
    6/06
    
    6/07TRIO TECH INTL
    
    $
    100
    
    
    $
    101
    
    
    $
    180
    
    
    $
    157
    
    
    $
    253
    
    
    $
    826S & P 500
    
    $
    100
    
    
    $
    108
    
    
    $
    126
    
    
    $
    132
    
    
    $
    141
    
    
    $
    167AMEX
    
    $
    100
    
    
    $
    109
    
    
    $
    140
    
    
    $
    173
    
    
    $
    216
    
    
    $
    264
 16




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##### Table of Contents



ITEM 6  SELECTED FINANCIAL DATA
  June 30,
    
    
    June 30,
    
    
    June 30,
    
    
    June 30,
    
    
    June 30,2007
    
    
    2006
    
    
    2005
    
    
    2004
    
    
    2003Consolidated Statements of OperationsNet sales
    
    $
    46,750
    
    
    $
    29,099
    (1)
    
    $
    25,061
    (2)
    
    $
    18,661
    
    
    $
    20,922Income (loss) from Operations
    
    
    4,197
    
    
    
    487
    
    
    
    359
    
    
    
    56
    
    
    
    (101
    )Net Income from Continuing Operations
    
    
    3,308
    
    
    
    597
    
    
    
    216
    
    
    
    162
    
    
    
    51Net Income (loss) from Discontinued Operations (3)
    
    
    
    
    
    
    8,459
    
    
    
    5
    
    
    
    58
    
    
    
    (132
    )Total Net income (loss)
    
    
    3,308
    
    
    
    9,056
    
    
    
    221
    
    
    
    220
    
    
    
    (81
    )Basic Earnings (loss) per share:Continuing Operations
    
    
    1.03
    
    
    
    0.19
    
    
    
    0.07
    
    
    
    0.06
    
    
    
    0.02Discontinued Operations
    
    
    0.00
    
    
    
    2.72
    
    
    
    0.00
    
    
    
    0.01
    
    
    
    (0.05
    )Total Net Income (loss)
    
    
    1.03
    
    
    
    2.91
    
    
    
    0.07
    
    
    
    0.07
    
    
    
    (0.03
    )Diluted Earnings (loss) per share:Continuing Operations
    
    
    1.02
    
    
    
    0.19
    
    
    
    0.07
    
    
    
    0.05
    
    
    
    0.02Discontinued Operations
    
    
    0.00
    
    
    
    2.71
    
    
    
    0.00
    
    
    
    0.02
    
    
    
    (0.05
    )Total Net Income (loss)
    
    
    1.02
    
    
    
    2.90
    
    
    
    0.07
    
    
    
    0.07
    
    
    
    (0.03
    )Weighted average common
shares outstandingBasic
    
    
    3,225
    
    
    
    3,115
    
    
    
    2,966
    
    
    
    2,937
    
    
    
    2,928Diluted
    
    
    3,235
    
    
    
    3,128
    
    
    
    3,031
    
    
    
    2,995
    
    
    
    2,928Consolidated Balance SheetsCurrent assets
    
    $
    24,673
    
    
    $
    21,831
    
    
    $
    10,645
    
    
    $
    12,798
    
    
    $
    11,493Current liabilities
    
    
    8,228
    
    
    
    8,536
    
    
    
    5,836
    
    
    
    5,624
    
    
    
    5,050Working capital
    
    
    16,445
    
    
    
    13,295
    
    
    
    4,809
    
    
    
    7,174
    
    
    
    6,443Total assets
    
    
    32,788
    
    
    
    29,384
    
    
    
    18,345
    
    
    
    18,000
    
    
    
    16,711Long-term debt and
capital leases
    
    
    294
    
    
    
    874
    
    
    
    744
    
    
    
    793
    
    
    
    836Shareholders equity
    
    $
    21,434
    
    
    $
    17,392
    
    
    $
    9,297
    
    
    $
    9,024
    
    
    $
    8,590Cash dividend paid per share
    
    $
    0.10
    
    
    $
    0.50
    
    
    $
    
    
    
    $
    
    
    
    $
    
 
 (1)
    
    The net sales included the sales from the business acquired in Shanghai.(2)
    
    The net sales included the sales from the business acquired in Malaysia.(3)
    
    The income from the discontinued operations was significant in fiscal 2006. There was
no income from discontinued operations in fiscal 2007 and the Company does not expect
income from discontinued operations going forward. 17




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ITEM 7  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PERCENTAGES AND SHARE AMOUNTS)
 The following discussion and analysis should be read in conjunction with our disclaimer on
Forward-Looking Statements, Item 1. Business, Item 1A. Risk Factors, Item 6. Selected
Financial Data and Consolidated Financial Statements, the notes to those statements and other
financial information contained elsewhere in this Annual Report on Form 10-K .
 Overview
       Fiscal 2007 Highlights
 
    
    Total revenue increased by $17,651, or 60.7%, from $29,099 for fiscal 2006 to $46,750.
    
    Manufacturing segment revenues increased by $11,612, or 93.3%, from $12,444 for fiscal 2006 to $24,056.
    
    Testing segment revenue increased by $6,428, or 44.5%, to $20,883, compared to $14,455 for fiscal 2006.
    
    Income from continuing operations increased by $2,711 to $3,308, compared to $597 for fiscal 2006.
    
    Gross profit margins decreased slightly by 1.4% to 25.9% for fiscal 2007, compared with gross profit margins of 27.3% for fiscal year 2006.
    
    General and administrative expenses were 14.0% of revenue, representing a decrease
from 21.7% of revenue for fiscal 2006.
    
    Selling expenses were 2.3% of revenue, decreased from 3.3% of revenue for fiscal year 2006.
    
    Total assets increased 11.6% to $32,788 as compared to $29,384 for fiscal 2006.
    
    Total liabilities decreased 9.2% to $8,895 as compared to $9,796 for fiscal 2006.
    
    Shareholders equity increased 23.2% to $21,434 as compared to $17,392 for fiscal 2006.
 18




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##### Table of Contents




    
    We distributed a cash dividend of $0.10 per share on January 15, 2007, totaling $323 distributed.
    
    We expanded our China operation in Suzhou and commenced testing services in the second quarter of fiscal 2007.
    
    In June 2007, we established a subsidiary in Chonqing, China with a registered capital of $2,600.
 General Financial Information
          Critical Accounting Estimates & Policies
  19




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##### Table of Contents



Accounts Receivable and Allowance for Doubtful Accounts
   Inventory Valuation
  Revenue Recognitio n
   Income Tax
   20




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##### Table of Contents



Comparison of Operation Results
 Comparison of Fiscal 2007 and 2006
  Year End June 30,2007
    
    2006Net Sales
    
    
    100.0
    %
    
    
    100.0
    %Cost of Sales
    
    
    74.1
    %
    
    
    72.7
    %Gross Margin
    
    
    25.9
    %
    
    
    27.3
    %Operating ExpensesGeneral and administrative
    
    
    14.0
    %
    
    
    21.7
    %Selling
    
    
    2.3
    %
    
    
    3.3
    %Research and development
    
    
    0.2
    %
    
    
    0.2
    %Impairment loss
    
    
    0.4
    %
    
    
    0.2
    %Loss on disposal of PP&E
    
    
    0.0
    %
    
    
    0.1
    %Total Operating Expenses
    
    
    16.9
    %
    
    
    25.5
    %Income from operations
    
    
    9.0
    %
    
    
    1.8
    %
 Overall Revenue
  Years Ended June 30,2007
    
    
    2006Revenues:Manufacturing
    
    
    51.46
    %
    
    
    42.77
    %Testing
    
    
    44.67
    
    
    
    49.67Distribution
    
    
    3.87
    
    
    
    7.56Total
    
    
    100.00
    %
    
    
    100.00
    %
   21




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##### Table of Contents



Overall Gross Margin
   22




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##### Table of Contents



Operating Expenses
  Years ended June 30,(In Thousands)
    
    2007
    
    
    2006General and administrative
    
    $
    6,561
    
    
    $
    6,321Selling
    
    $
    1,091
    
    
    $
    970Research and development
    
    $
    69
    
    
    $
    70Impairment loss
    
    $
    176
    
    
    $
    61(Gain) Loss on disposal of PP&E
    
    
    (1
    )
    
    $
    22$
    7,896
    
    
    $
    7,444
      Income from Operations
  23




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##### Table of Contents



Interest Expenses
  (In Thousands)
    
    Fiscal 2007
    
    
    Fiscal 2006Interest expenses
    
    $
    139
    
    
    $
    142
  Other Income
  (In Thousands)
    
    Fiscal 2007
    
    
    Fiscal 2006Other income
    
    $
    178
    
    
    $
    598
  Income Tax
  Minority Interest
  Income from Discontinued Operations
  Income from Continuing Operations before Minority Interest and Net Income
  24




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##### Table of Contents



Earnings per Share
  Segment Information
  Manufacturing Segment
 Manufacturing Segment
    
    Year Ended June 30,(In Thousands)
    
    2007
    
    
    2006Revenue
    
    $
    24,056
    
    
    $
    12,444Gross margin
    
    
    16.1
    %
    
    
    19.2
    %Income (loss) from operations
    
    $
    965
    
    
    $
    (78
    )
  Testing Segment
 Testing Segment
    
    Year End June 30,(In Thousands)
    
    2007
    
    
    2006Revenue
    
    $
    20,883
    
    
    $
    14,455Gross margin
    
    
    37.5
    %
    
    
    35.2
    %Income from operations
    
    $
    3,330
    
    
    $
    1,454
  Distribution Segment
 Distribution Segment
    
    Year Ended June 30,(In Thousands)
    
    2007
    
    
    2006Revenue
    
    $
    1,811
    
    
    $
    2,200Gross margin
    
    
    21.1
    %
    
    
    20.7
    %Loss from operations
    
    $
    (66
    )
    
    $
    (118
    )
  25




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##### Table of Contents



Corporate
  Year Ended June 30,(In Thousands)
    
    2007
    
    
    2006Loss from operations
    
    $
    (32
    )
    
    $
    (771
    )
  Comparison of Fiscal 2006 and 2005
  Year Ended June 30,2006
    
    
    2005Net Sales
    
    
    100.0
    %
    
    
    100.0
    %Cost of Sales
    
    
    72.7
    %
    
    
    75.9
    %Gross Margin
    
    
    27.3
    %
    
    
    24.1
    %Operating ExpensesGeneral and administrative
    
    
    21.7
    %
    
    
    17.8
    %Selling
    
    
    3.3
    %
    
    
    4.2
    %Research and development
    
    
    0.2
    %
    
    
    0.4
    %Impairment loss
    
    
    0.2
    %
    
    
    0.3
    %Loss (Gain) on disposal of PP&E
    
    
    0.1
    %
    
    
    0.0
    %Total Operating Expenses
    
    
    25.5
    %
    
    
    22.7
    %Income from operations
    
    
    1.8
    %
    
    
    1.4
    %
 Overall Revenue
  Years Ended June 30,2006
    
    
    2005Revenues:Manufacturing
    
    
    42.77
    %
    
    
    42.62
    %Testing
    
    
    49.67
    
    
    
    45.12Distribution
    
    
    7.56
    
    
    
    12.26Total
    
    
    100.00
    %
    
    
    100.00
    %
  26




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##### Table of Contents



Overall Gross Margin
   27




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##### Table of Contents



Operating Expenses
  Year Ended June 30,(In Thousands)
    
    2006
    
    
    2005General and administrative
    
    $
    6,321
    
    
    $
    4,466Selling
    
    $
    970
    
    
    $
    1,058Research and development
    
    $
    70
    
    
    $
    93Impairment loss
    
    $
    61
    
    
    $
    70Loss on disposal of PP&E
    
    $
    22
    
    
    $
    1$
    7,444
    
    
    $
    5,688
      Income from Operations
  28




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##### Table of Contents



Interest Expenses
  Year Ended June 30,(In Thousands)
    
    Fiscal 2006
    
    
    Fiscal 2005Interest expenses
    
    $
    142
    
    
    $
    165
  Other Income
  Year Ended June 30,(In Thousands)
    
    Fiscal 2006
    
    
    Fiscal 2005Other income
    
    $
    598
    
    
    $
    182
  Income Tax
  Income from Discontinued Operations
  Net Income
 
 Earnings per Share per Common Share
  29




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##### Table of Contents



Segment Information
  Manufacturing Segment
 Manufacturing Segment
    
    Year Ended June 30,(In Thousands)
    
    2006
    
    
    2005Revenue
    
    $
    12,444
    
    
    $
    10,681Gross margin
    
    
    19.2
    %
    
    
    15.3
    %Loss from operations
    
    $
    (78
    )
    
    $
    (108
    )
  Testing Segment
 Testing Segment
    
    Year Ended June 30,(In Thousands)
    
    2006
    
    
    2005Revenue
    
    $
    14,455
    
    
    $
    11,307Gross margin
    
    
    35.2
    %
    
    
    32.0
    %Income from operations
    
    $
    1,454
    
    
    $
    540
  Distribution Segment
 Distribution Segment
    
    Year Ended June 30,(In Thousands)
    
    2006
    
    
    2005Revenue
    
    $
    2,200
    
    
    $
    3,073Gross margin
    
    
    20.7
    %
    
    
    25.8
    %Loss from operations
    
    $
    (118
    )
    
    $
    (80
    )
  Corporate
  Corporate
    
    Year Ended June 30,(In Thousands)
    
    2006
    
    
    2005Income (Loss) from operations
    
    $
    (771
    )
    
    $
    7
 30




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##### Table of Contents



Liquidity Comparison
 Comparison of Fiscal 2007 and 2006
     Comparison of Fiscal 2006 and 2005
    31




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##### Table of Contents



Capital Resources
 
  Entity with
    
    Type of
    
    Interest
    
    Expiration
    
    Credit
    
    
    UnusedFacility
    
    Facility
    
    Rate
    
    Date
    
    Limitation
    
    
    CreditTrio-Tech Malaysia
    
    Line of Credit
    
    Prime rate (6.75% as of June 30, 2007) plus 2.5% per annum
    
    May 2008
    
    $
    128
    
    
    $
    128Trio-Tech Bangkok
    
    Line of Credit
    
    Prime rate (6.5% as of June 30, 2007) plus 1% per annum
    
    October 2008
    
    
    126
    
    
    
    126Trio-Tech Singapore
    
    Line of Credit
    
    Prime rate 5.75% as of June 30, 2007) plus 0.25% per annum
    
    April 2008
    
    
    11,333
    
    
    
    11,333Total
    
    
    
    
    
    
    
    $
    11,587
    
    
    $
    11,587
  Contractual Obligations
  Payments Due by Period (at June 30, 2007) (In Thousands)Less than
    
    
    1 - 3
    
    
    AfterTotal
    
    
    1 Year
    
    
    Years
    
    
    3 YearsLines of Credit
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Notes Payable
    
    
    675
    
    
    
    536
    
    
    
    139
    
    
    
    Interest on Notes
Payable
    
    $
    20
    
    
    
    19
    
    
    
    1
    
    
    
    Capital Leases
    
    
    280
    
    
    
    125
    
    
    
    155
    
    
    
    Operating Leases
    
    
    1,600
    
    
    
    930
    
    
    
    670
    
    
    
    Total
    
    $
    2,575
    
    
    $
    1,610
    
    
    $
    965
    
    
    $
    
 Corporate Guarantee Arrangement
  32




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##### Table of Contents



ITEM 7A  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 Foreign Currency Exchange Rate Risk
   Interest Rate Risk
   FairFiscal year ending June 30,
    
    2008
    
    
    2009
    
    
    2010
    
    
    Thereafter
    
    
    Total
    
    
    ValueLoans:Denominated in Singapore
dollars; interest is at
the banks prime rate
(4.25% at June 30, 2007
and 2006) plus 1% per
annum
    
    $
    16
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    16
    
    
    $
    16Denominated in Singapore
dollars; interest is at
the banks prime rate
(4.25% at June 30, 2007
and 2006) plus 1% per
annum
    
    $
    150
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    150
    
    
    $
    150Denominated in Thailand
baht; interest is at the
banks prime rate (7.00%
at June 30, 2007 and 2006)
    
    $
    39
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    39
    
    
    $
    39Denominated in Singapore
dollars; interest is at
the banks prime rate
(2.4768% at June 30, 2007
and 3.41% at June 30,
2006) plus 3.5% per annum
    
    $
    218
    
    
    
    91
    
    
    
    
    
    
    
    
    
    
    $
    309
    
    
    $
    309Denominated in Singapore
dollars; interest is at
the banks prime rate
(4.25% at June 30, 2007
and 2006) plus 1% per
annum
    
    $
    113
    
    
    $
    48
    
    
    $
    
    
    
    
    
    
    
    $
    161
    
    
    $
    161Total
    
    $
    536
    
    
    $
    139
    
    
    $
    
    
    
    $
    
    
    
    $
    675
    
    
    $
    675
 33




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##### Table of Contents



ITEM 8  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
  
 ITEM 9  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  
 ITEM 9A  CONTROLS AND PROCEDURES
  
 ITEM 9B  OTHER INFORMATION
  
 PART III
  
 PART IV
 
 ITEM 15  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 (a) (1 and 2)
    
    FINANCIAL STATEMENTS AND SCHEDULES:The following financial statements, including notes thereto and the independent
auditors report with respect thereto, are filed as part of this Annual Report on Form
10-K, starting on page 45 hereof:1.     Report of Independent Public Registered Accounting Firm2.     Consolidated Balance Sheets3.     Consolidated Statements of Income and Comprehensive Income4.     Consolidated Statements of Shareholders Equity5.     Consolidated Statements of Cash Flows6.     Notes to Consolidated Financial Statements
 34




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##### Table of Contents



Number
    
    Description
 3.1
    
    Articles of Incorporation, as currently in effect. [Incorporated by reference to Exhibit
3.1 to the Registrants Annual Report on Form 10-K for June 30, 1988.]3.2
    
    Bylaws, as currently in effect. [Incorporated by reference to Exhibit 3.2 to the
Registrants Annual Report on Form 10-K for June 30, 1988.]10.1
    
    Credit Facility Letter dated January 4, 2001, between Trio-Tech International Pte. Ltd. and
Standard Chartered Bank. [Incorporated by reference to Exhibit 10.9 to the
Registrants Annual Report on Form 10-K for June 30, 2001.]10.2
    
    1998 Stock Option Plan. [Incorporated by reference to Exhibit 1 to the Companys proxy
statement filed under regulation 14A on October 27, 1997.] **10.3
    
    Directors Stock Option Plan. [Incorporated by reference to Exhibit 2 to the Companys proxy
statement filed under regulation 14A on October 27, 1997.] **10.4
    
    Real Estate Lease dated February 1, 1999 between Martinvale Development Company and Universal
Systems. [Incorporated by reference to Exhibit 10.12 to the Registrants Annual Report on Form
10-K for June 30, 1999.]10.5
    
    Real Estate Lease dated February 16, 2001 between JTC Corporation and Trio-Tech International
Pte. Ltd. for Block 1004 Toa Payoh North #07-01/07 and #03-01/03. [Incorporated by reference
to Exhibit 10.13 to the Registrants Annual Report on Form 10-K for June 30, 2001.]10.6
    
    Real Estate Lease dated May 13, 1999 between JTC Corporation and Trio-Tech International Pte.
Ltd. for Block 1004 Toa Payoh North #03-16/17. [Incorporated by reference to Exhibit 10.14
to the Registrants Annual Report on Form 10-K for June 30, 2001.]10.7
    
    Real Estate Lease dated October 13, 1999 between JTC Corporation and Trio-Tech International
Pte. Ltd. for Block 1004 Toa Payoh North #01-08/15. [Incorporated by reference to Exhibit
10.15 to the Registrants Annual Report on Form 10-K for June 30, 2001.]10.8
    
    Real Estate Lease dated December 7, 2000 between JTC Corporation and Trio-Tech International
Pte. Ltd. for Block 1004 Toa Payoh North #01-16/17. [Incorporated by reference to Exhibit
10.16 to the Registrants Annual Report on Form 10-K for June 30, 2001.]10.9
    
    Real Estate Lease dated January 3, 2000 between JTC Corporation and Trio-Tech International
Pte. Ltd. for Block 1008 Toa Payoh North #03-01/06. [Incorporated by reference to Exhibit
10.17 to the Registrants Annual Report on Form 10-K for June 30, 2001.]10.10
    
    Real Estate Lease dated October 13, 1999 between JTC Corporation and Trio-Tech International
Pte. Ltd. for Block 1008 Toa Payoh North #03-09/15 and #03-16/18. [Incorporated by reference
to Exhibit 10.18 to the Registrants Annual Report on Form 10-K for June 30, 2001.]10.11
    
    Real Estate Lease dated May 2, 2000 between JTC Corporation and Trio-Tech International Pte.
Ltd. for Block 1008 Toa Payoh North #01-08. [Incorporated by reference to Exhibit 10.19 to
the Annual Report on Form 10-K for June 30, 2001.]10.12
    
    Real Estate Lease dated September 12, 2000 between JTC Corporation and Trio-Tech
International Pte. Ltd. for Block 1008 Toa Payoh North #07-17/18. [Incorporated by reference
to Exhibit 10.20 to the Registrants Annual Report on Form 10-K for June 30, 2001.]10.13
    
    Real Estate Lease dated October 30, 2000 between JTC Corporation and Trio-Tech International
Pte. Ltd. for Block 1008 Toa Payoh North #07-01. [Incorporated by reference to Exhibit 10.21
to the Registrants Annual Report on Form 10-K for June 30, 2001.]10.14
    
    Real Estate Lease dated February 26, 2002 between JTC Corporation and Trio-Tech
International Pte. Ltd. for Block 1004 Toa Payoh North #02-11/15. [Incorporated by reference
to Exhibit 10.14 to the Registrants Annual Report on Form 10-K for June 30, 2002.]10.15
    
    Real Estate Lease dated June 10, 2002 between JTC Corporation and Trio-Tech International
Pte. Ltd. for Block 1004 Toa Payoh North #02-08/10. [Incorporated by reference to Exhibit
10.15 to the Registrants Annual Report on Form 10-K for June 30, 2002.]
 35




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##### Table of Contents



Number
    
    Description10.16
    
    Credit Facility Letter dated November 16, 2001 and June 24, 2002, between Trio-Tech
International Pte. Ltd. and Standard Chartered Bank. [Incorporated by reference to Exhibit
10.16 to the Registrants Annual Report on Form 10-K for June 30, 2002.]10.17
    
    Credit Facility Letter dated July 24, 2002, between Trio-Tech International Pte. Ltd.
and OCBC Bank. [Incorporated by reference to Exhibit 10.17 to the Registrants Annual Report
on Form 10-K for June 30, 2002.]10.18
    
    Credit Facility Letter dated May 21, 2002, between Trio-Tech (M) Sdn Bhd and HSBC Bank
Malaysia Berhad. [Incorporated by reference to Exhibit 10.18 to the Registrants Annual Report
on Form 10-K for June 30, 2002.]10.19
    
    Credit Facility Letter dated January 22, 2002, between Trio-Tech (KL) Sdn Bhd and Public
Bank Berhad. [Incorporated by reference to Exhibit 10.19 to the Registrants Annual Report on
Form 10-K for June 30, 2002.]10.20
    
    Real Estate Lease dated November 8, 2001 between Elbar Investments, L.P. and Trio-Tech
International for 14731 Califa Street, Van Nuys. [Incorporated by reference to Exhibit 23.1 to
the Registrants Annual Report on Form 10-K for June 30, 2002.]10.21
    
    Amendment to the Directors Stock Option Plan [Incorporated by reference to Exhibit 10.21 to
the Registrants Annual Report on Form 10-K for June 30, 2002.] **10.22
    
    Credit Facility Letter dated January 28, 2003, between Trio-Tech (M) Sdn Bhd and HSBC Bank
Malaysia Berhad [Incorporated by reference to Exhibit 10.22 to the Registrants Annual Report
on Form 10-K for June 30, 2003.]10.23
    
    Credit Facility Letter dated September 20, 2002, between KTS Incorporated and Bank of
America. [Incorporated by reference to Exhibit 10.23 to the Registrants Annual Report on Form
10-K for June 30, 2003.]10.24
    
    Real Estate Lease dated January 12, 2001 between JTC Corporation and Trio-Tech
International Pte. Ltd. for Toa Payoh North #01-S3/S4. [Incorporated by reference to Exhibit
10.24 to the Registrants Annual Report on Form 10-K for June 30, 2003.]10.25
    
    Sales and Purchase Agreement, dated March 29, 2004 between TS Matrix BHD. and Trio Tech
(Malaysia) SDN BHD. [Incorporated by reference to Exhibit 99.1 to the Registrants Form 8-K
filed on July 15, 2004.]10.26
    
    Real Estate Sublease, dated July 1, 2004 between TS Matrix BHD. and Trio Tech (Malaysia)
SDN. BHD. for factory lot no. 11A Kawansan MIEL Sungai Way Baru (FTZ), Phase III Selangor
Darul Ehsan. [Incorporated by reference to Exhibit 10.1 to the Registrants Amended Form 8-K
filed on August 20, 2004.]10.27
    
    Real Estate Lease dated April 28, 2004 between JTC Corporation and Trio-Tech International
Pte. Ltd. for Block 1004 Toa Payoh North #04-14/16 and #04-17. [Incorporated by reference to
Exhibit 10.27 to the Registrants Annual Report on Form 10-K for June 30, 2004.]10.28
    
    Real Estate Lease dated April 28, 2004 between JTC Corporation and Trio-Tech
International Pte. Ltd. for Block 1004 Toa Payoh North #03-08/10. [Incorporated by reference
to Exhibit 10.28 to the Registrants Annual Report on Form 10-K for June 30, 2004.]10.29
    
    Real Estate Lease dated April 19, 2004 between JTC Corporation and Trio-Tech
International Pte. Ltd. for Block 1008 Toa Payoh North #02-17. [Incorporated by reference to
Exhibit 10.29 to the Registrants Annual Report on Form 10-K for June 30, 2004.]10.30
    
    Real Estate Lease dated May 26, 2004 between JTC Corporation and Trio-Tech International
Pte. Ltd. for Block 1008 Toa Payoh North #02-15/16. [Incorporated by reference to Exhibit
10.30 to the Registrants Annual Report on Form 10-K for June 30, 2004.]10.31
    
    Credit Facility Letter dated July 7, 2003, between Trio-Tech International Pte. Ltd, and
Hong Leong Finance Limited. [Incorporated by reference to Exhibit 10.31 to the Registrants
Annual Report on Form 10-K for June 30, 2004.]10.32
    
    Credit Facility Letter dated October 2, 2003, between Trio-Tech Bangkok and Kasikornbank
Public Company Limited. [Incorporated by reference to Exhibit 10.32 to the Registrants Annual
Report on Form 10-K for June 30, 2004.]
 36




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##### Table of Contents



Number
    
    Description10.33
    
    Credit Facility Letter dated October 7, 2003, between Trio-Tech International Pte. Ltd,
and DBS Bank Ltd. [Incorporated by reference to Exhibit 10.33 to the Registrants Annual
Report on Form 10-K for June 30, 2004.]10.34
    
    Credit Facility Letter dated August 11, 2003 between Trio-Tech International Pte. Ltd.
and Standard Chartered Bank. [Incorporated by reference to Exhibit 10.34 to the Registrants
Annual Report on Form 10-K for June 30, 2004.]10.35
    
    Letter of Offer, dated June 3, 2005 between Globetronics Technology BHD. and Trio Tech
International PTE. LTD.. [Incorporated by reference to Exhibit 99.1 to the Registrants Form
8-K filed on June 8, 2005.]10.36
    
    Real Estate Lease, dated December 1, 2003 between Trio Tech (Malaysia) SDN. BHD. and
Amphenol Malaysia Sdn. Bhd. for factory plot no. 1A Phase 1, Bayan Lepas Free Trade Zone,
11900 Pulau Pinang. [Incorporated by reference to Exhibit 10.36 to the Registrants Annual Report on Form 10-K
for June 30, 2005.]10.37
    
    Real Estate Lease dated December 6, 2004 between Malaysian Industrial Estates Berhad and
Trio Tech (Malaysia) SDN. BHD. for factory lot no. 4 Kawansan MIEL Sungai Way Baru (FTZ),
Phase III Selangor Darul Ehsan.
[Incorporated by reference to Exhibit 10.37 to the Registrants Annual Report on Form 10-K
for June 30, 2005.]10.38
    
    Real Estate Lease dated September 28, 2004 between Ascendas-Xinsu Development (Suzhou)
Co., Ltd. and Trio Tech (SIP) Co., Ltd. for Block B #05-01/02 room 6 in Suzhou Industrial
Park, China 215021.
[Incorporated by reference to Exhibit 10.38 to the Registrants Annual Report on Form 10-K for
June 30, 2005.]10.39
    
    Real Estate Lease, dated November 8, 2004 between JTC Corporation and Trio-Tech
International Pte. Ltd. for Block 1008 Toa Payoh North #03-07/08.
[Incorporated by reference to Exhibit 10.39 to the Registrants Annual Report on Form 10-K for
June 30, 2005.]10.40
    
    Real Estate Lease, dated September 10, 2003 between JTC Corporation and Trio-Tech
International Pte. Ltd. for Block 1008 Toa Payoh North #01-09/11. [Incorporated by reference
to Exhibit 10.40 to the Registrants Annual Report on Form 10-K for June 30, 2005.]10.41
    
    Credit Facility Letter dated May 10, 2005, between Trio-Tech International Pte. Ltd, and DBS
Bank Ltd. [Incorporated by reference to Exhibit 10. 41 to the Registrants Annual Report on Form 10-K for June
30, 2006.]10.42
    
    Real Estate Lease, dated July 5, 2005 between JTC Corporation and Universal (Far East) Pte.
Ltd. for Block 1008 Toa Payoh North #01-15/16. [Incorporated by reference to
Exhibit 10. 42 to the Registrants Annual Report on Form 10-K for June 30, 2006.]10.43
    
    Credit Facility Letter dated September 15, 2005 between Trio-Tech International Pte. Ltd.
and Standard Chartered Bank. [Incorporated by reference to Exhibit 10. 43 to the Registrants
Annual Report on Form 10-K for June 30, 2006.]10.44
    
    Real Estate Lease, dated November 11, 2005 between JTC Corporation and Trio-Tech
International Pte Ltd for Block 1004 Toa Payoh North #03-06/07. [Incorporated by reference to
Exhibit 10. 44 to the Registrants Annual Report on Form 10-K for June 30, 2006.]10.45
    
    Real Estate Lease, dated March 10, 2006 between JTC Corporation and Trio-Tech International
Pte Ltd for Block 1004 Toa Payoh North #04-05/07. [Incorporated by reference to Exhibit 10. 45
to the Registrants Annual Report on Form 10-K for June 30, 2006.]10.46
    
    Credit Facility Letter dated April 6, 2006, between Trio-Tech International Pte. Ltd, and
Standard Chartered Bank. [Incorporated by reference to Exhibit 10. 46 to the Registrants
Annual Report on Form 10-K for June 30, 2006.]10.47
    
    Credit Facility Letter dated April 6, 2006, between Trio-Tech International Pte. Ltd, and Standard Chartered Bank.
[Incorporated by reference to Exhibit 10. 47 to the Registrants Annual Report on Form 10-K for June 30, 2006.]10.48
    
    Credit Facility Letter dated July 26, 2006, between Trio-Tech International Pte. Ltd, and
DBS Bank Ltd. [Incorporated by reference to Exhibit 10. 48 to the Registrants Annual Report
on Form 10-K for June 30, 2006.]10.49
    
    Credit Facility Letter dated April 19, 2007, between Trio-Tech International Pte. Ltd, and
Standard Chartered Bank. *
 37




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##### Table of Contents



Number
    
    Description10.50
    
    Real Estate Lease, dated February 20, 2006 between JTC Corporation and Trio-Tech
International Pte Ltd for Block 1004 Toa Payoh North #01-08/09/10/11/12/13/14/15 (Ancillary).
*10.51
    
    Real Estate Lease, dated July 31, 2006 between JTC Corporation and Trio-Tech International
Pte Ltd for Block 1004 Toa Payoh North #03-06/07 (Ancillary). *10.52
    
    Real Estate Lease, dated September 26, 2006 between JTC Corporation and Trio-Tech
International Pte Ltd for Block 1004 Toa Payoh North #03-01/02/03. *10.53
    
    Real Estate Lease, dated September 26, 2006 between JTC Corporation and Trio-Tech
International Pte Ltd for Block 1004 Toa Payoh North #03-16. *10.54
    
    Real Estate Lease, dated October 11, 2006 between JTC Corporation and Trio-Tech
International Pte Ltd for Block 1004 Toa Payoh North #04-08/09/10. *10.55
    
    Real Estate Lease, dated October 26, 2006 between JTC Corporation and Trio-Tech
International Pte Ltd for Block 1004 Toa Payoh North #07-01/02/03/04/08/06/07 and its
ancillary sites. *10.56
    
    Real Estate Lease, dated May 2, 2007 between JTC Corporation and Trio-Tech International Pte
Ltd for Block 1004 Toa Payoh North #04-17, #04-14/15/16 and #03-08/09/10. *10.57
    
    Real Estate Lease, dated December 20, 2005 between JTC Corporation and Trio-Tech
International Pte Ltd for Block 1008 Toa Payoh North #03-07/08 (Ancillary). *10.58
    
    Real Estate Lease, dated May 9, 2006 between JTC Corporation and Trio-Tech International Pte
Ltd for Block 1008 Toa Payoh North #03-09/10/11/12/14/15/16/17. *10.59
    
    Real Estate Lease, dated July 20, 2006 between JTC Corporation and Trio-Tech International
Pte Ltd for Block 1008
Toa Payoh North #01-08. *10.60
    
    Real Estate Lease, dated September 22, 2006 between JTC Corporation and Trio-Tech
International Pte Ltd for Block 1008 Toa Payoh North #02-03/04/05/06. *10.61
    
    Real Estate Lease, dated September 22, 2006 between JTC Corporation and Trio-Tech
International Pte Ltd for Block 1008 Toa Payoh North #02-18. *10.62
    
    Real Estate Lease, dated January 18, 2007 between JTC Corporation and Trio-Tech
International Pte Ltd for Block 1008 Toa Payoh North #07-01. *10.63
    
    Real Estate Lease, dated January 29, 2007 between JTC Corporation and Trio-Tech
International Pte Ltd for Block 1008 Toa Payoh North #07-17/18 and its ancillary site. *10.64
    
    Real Estate Lease, dated February 21, 2007 between JTC Corporation and Universal (Far East)
Pte Ltd for Block 1008 Toa Payoh North #01-09/10/11. *10.65
    
    Real Estate Lease, dated August 2, 2007 between JTC Corporation and Universal (Far East) Pte
Ltd for Block 1008 Toa Payoh North #02-17. *10.66
    
    Real Estate Lease, dated August 2, 2006 between Ascendas-Xinsu Development (Suzhou) Co.,
Ltd. and Trio Tech
(SIP) Co., Ltd. for Block A #04-13/16 No. 5 Xing Han Street in Suzhou Industrial Park,
China 215021.*10.67
    
    Real Estate Lease, dated August 16, 2006 between Ascendas-Xinsu Development (Suzhou)
Co., Ltd. and Trio Tech
(SIP) Co., Ltd. for Block A #04-11/12 No. 5 Xing Han Street in Suzhou Industrial Park, China
215021.*10.68
    
    Credit Facility Letter dated April 4, 2007, between Trio Tech (Malaysia) Sdn Bhd and CIMB
Bank (formerly known as Bumiputra-Commerce Bank Berhad)*10.69
    
    Credit Facility Letter dated May 21, 2007, between Trio Tech (Malaysia) Sdn Bhd and HSBC
Bank Malaysia Berhad. *10.70
    
    Land Development Agreement dated August 27, 2007 between Trio Tech (Chongqing) Co. Ltd. and Jia
Sheng Real Property Development Ltd. [Incorporated by reference to Exhibit 10.1 to the Registrants Form 8K dated
August 30, 2007.]
 38




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##### Table of Contents



Number
    
    Description21.1
    
    Subsidiaries of the Registrant (100% owned by the Registrant except as otherwise stated):Trio-Tech International Pte. Ltd., a Singapore CorporationUniversal (Far East) Pte. Ltd., a Singapore CorporationTrio-Tech Reliability Services, a California CorporationExpress Test Corporation, a California CorporationEuropean Electronic Test Center. Ltd. a Cayman Islands CorporationTrio-Tech Malaysia, a Malaysia Corporation (55% owned by the Registrant)Trio-Tech Kuala Lumpur, a Malaysia Corporation (100% owned by Trio-Tech Malaysia)Trio-Tech Bangkok, a Thailand CorporationTrio-Tech Thailand, a Thailand CorporationPrestal Enterprise Sdn. Bhd., a Malaysia Corporation (76% owned by the Registrant)KTS Incorporated, dba Universal Systems, a California CorporationTrio-Tech (Suzhou) Co. Ltd., a China CorporationTrio-Tech (Shanghai) Co. Ltd., a China CorporationTrio-Tech (ChongQing) Co. Ltd (100% owned by Trio-Tech International Pte. Ltd., a Singapore Corporation)23.1
    
    Consent of Independent Registered Public Accounting Firm*31.1
    
    Rule 13a-14(a) Certification of Principal Executive Officer of Registrant*31.2
    
    Rule 13a-14(a) Certification of Principal Financial Officer of Registrant*32
    
    Section 1350 Certification. *
 
 *
    
    Filed electronically herewith.**
    
    Indicates management contracts or compensatory plans or arrangements required to be filed as an
exhibit to this report. 39




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##### Table of Contents



TRIO-TECH INTERNATIONALBy:
    /s/ Victor H.M. TingVICTOR H.M. TINGVice President and
Chief Financial Officer
Date: September 17, 2007  /s/ A. Charles Wilson
    
    September 17, 2007A. Charles Wilson, DirectorChairman of the Board/s/ S. W. Yong
    
    September 17, 2007S. W. Yong, DirectorPresident, Chief Executive Officer(Principal Executive Officer)/s/ Victor H.M. Ting
    
    September 17, 2007Victor H.M. TingVice President, Chief Financial Officer(Principal Financial Officer)/s/ Jason T. Adelman
    
    September 17, 2007Jason T. Adelman, Director/s/ Richard M. Horowitz
    
    September 17, 2007Richard M. Horowitz, Director
 40




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CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
   
  41




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##### Table of Contents



CERTIFICATIONS
              /s/S. W. YONGS. W. Yong, Chief ExecutiveOfficer and President (Principal Executive Officer) 42




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##### Table of Contents



/s/ VICTOR H.M. TINGVictor H.M. Ting, Chief Financial Officerand Vice President (Principal Financial Officer) 43




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##### Table of Contents



/s/ S. W. YONGName: S. W. YongTitle:
    
    President and Chief Executive OfficerDate:
    
    September 17, 2007/s/ VICTOR H. M. TINGName: Victor H.M. TingTitle:
    
    Vice President andChief Financial OfficerDate:
    
    September 17, 2007
  44




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     /s/
 
 45




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##### Table of Contents



TRIO-TECH INTERNATIONAL AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT NUMBER OF SHARES)
 June 30,
    
    June 30,2007
    
    2006ASSETSCURRENT ASSETS:Cash
    
    $
    7,135
    
    
    $
    2,551Short-term deposits
    
    
    7,815
    
    
    
    7,839Trade accounts receivable, less allowance for doubtful
accounts of $42 and $225
    
    
    7,410
    
    
    
    8,518Other receivables
    
    
    245
    
    
    
    306Inventories, less provision for obsolete inventory
of $781 and $448
    
    
    1,946
    
    
    
    2,447Prepaid expenses and other current assets
    
    
    122
    
    
    
    170Total current assets
    
    
    24,673
    
    
    
    21,831PROPERTY, PLANT AND EQUIPMENT, Net
    
    
    7,458
    
    
    
    7,073OTHER INTANGIBLE ASSETS, Net
    
    
    212
    
    
    
    311OTHER ASSETS
    
    
    445
    
    
    
    169TOTAL ASSETS
    
    $
    32,788
    
    
    $
    29,384LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIES:Line of credit
    
    $
    
    
    
    $
    116Accounts payable
    
    
    2,265
    
    
    
    3,809Accrued expenses
    
    
    4,354
    
    
    
    3,045Income taxes payable
    
    
    948
    
    
    
    603Current portion of notes payable
    
    
    536
    
    
    
    856Current portion of capital leases
    
    
    125
    
    
    
    107Total current liabilities
    
    
    8,228
    
    
    
    8,536NOTES PAYABLE, net of current portion
    
    
    139
    
    
    
    644CAPITAL LEASES, net of current portion
    
    
    155
    
    
    
    230DEFERRED TAX LIABILITIES
    
    
    373
    
    
    
    386TOTAL LIABILITIES
    
    $
    8,895
    
    
    $
    9,796MINORITY INTEREST
    
    
    2,459
    
    
    
    2,196SHAREHOLDERS EQUITY:Common stock; no par value, 15,000,000 shares
authorized; 3,227,992 and 3,219,407 shares issued and outstanding
at June 30, 2007 and 2006, respectively
    
    
    10,361
    
    
    
    10,338Paid-in capital
    
    
    460
    
    
    
    337Accumulated retained earnings
    
    
    10,135
    
    
    
    7,150Accumulated other comprehensive loss-translation adjustments
    
    
    478
    
    
    
    (433
    )Total shareholders equity
    
    
    21,434
    
    
    
    17,392TOTAL LIABILITIES AND
SHAREHOLDERS EQUITY
    
    $
    32,788
    
    
    $
    29,384
  46




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##### Table of Contents



TRIO-TECH INTERNATIONAL AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(IN THOUSANDS, EXCEPT EARNINGS PER SHARE)
 Years Ended June 30,2007
    
    
    2006
    
    
    2005RevenueProducts
    
    $
    25,867
    
    
    $
    14,644
    
    
    $
    13,754Services
    
    
    20,883
    
    
    
    14,455
    
    
    
    11,30746,750
    
    
    
    29,099
    
    
    
    25,061Cost of SalesCost of products sold
    
    
    21,608
    
    
    
    11,805
    
    
    
    11,324Cost of services rendered
    
    
    13,049
    
    
    
    9,363
    
    
    
    7,69034,657
    
    
    
    21,168
    
    
    
    19,014Gross Margin
    
    
    12,093
    
    
    
    7,931
    
    
    
    6,047Operating ExpensesGeneral and administrative
    
    
    6,561
    
    
    
    6,321
    
    
    
    4,466Selling
    
    
    1,091
    
    
    
    970
    
    
    
    1,058Research and development
    
    
    69
    
    
    
    70
    
    
    
    93Impairment loss
    
    
    176
    
    
    
    61
    
    
    
    70(Gain) Loss on disposal of property, plant and equipment
    
    
    (1
    )
    
    
    22
    
    
    
    1Total Operating Expenses
    
    
    7,896
    
    
    
    7,444
    
    
    
    5,688Income from Operations
    
    
    4,197
    
    
    
    487
    
    
    
    359Other Income (Expenses)Interest expense
    
    
    (139
    )
    
    
    (142
    )
    
    
    (165
    )Other income
    
    
    178
    
    
    
    598
    
    
    
    182Total Other Income
    
    
    39
    
    
    
    456
    
    
    
    17Income from Continuing Operations
before Income Tax
    
    
    4,236
    
    
    
    943
    
    
    
    376Income Tax Provision
    
    
    765
    
    
    
    258
    
    
    
    158Income from Continuing Operations before
Minority Interest
    
    
    3,471
    
    
    
    685
    
    
    
    218Minority interest
    
    
    (163
    )
    
    
    (88
    )
    
    
    (2
    )Income from Continuing Operations
    
    
    3,308
    
    
    
    597
    
    
    
    216Discontinued Operations (Note 18)Income from discontinued operations
    
    
    
    
    
    
    8,459
    
    
    
    5Net Income Attributed to Common Shares
    
    $
    3,308
    
    
    $
    9,056
    
    
    $
    221BASIC EARNINGS PER SHARE:Basic earnings per share from continuing operations
    
    $
    1.03
    
    
    $
    0.19
    
    
    $
    0.07Basic earnings per share from discontinued operations
    
    
    
    
    
    
    2.72
    
    
    
    0.00Basic earnings per share
    
    $
    1.03
    
    
    $
    2.91
    
    
    $
    0.07DILUTED EARNINGS PER SHARE:Diluted earnings per share from continuing operations
    
    $
    1.02
    
    
    $
    0.19
    
    
    $
    0.07Diluted earnings per share from discontinued operations
    
    
    
    
    
    
    2.71
    
    
    
    0.00Diluted earnings per share
    
    $
    1.02
    
    
    $
    2.90
    
    
    $
    0.07Weighted Average Shares OutstandingBasic
    
    
    3,225
    
    
    
    3,115
    
    
    
    2,966Diluted
    
    
    3,235
    
    
    
    3,128
    
    
    
    3,031COMPREHENSIVE INCOME:Net income
    
    
    3,308
    
    
    
    9,056
    
    
    
    221Foreign currency translation adjustment
    
    
    911
    
    
    
    (190
    )
    
    
    25COMPREHENSIVE INCOME
    
    $
    4,219
    
    
    $
    8,866
    
    
    $
    246
  47




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##### Table of Contents



TRIO-TECH INTERNATIONAL AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY (IN THOUSANDS)
 Retained
    
    
    AccumulatedAdditional
    
    
    Earnings/
    
    
    OtherCommon Stock
    
    
    Paid-in
    
    
    Accumulated
    
    
    ComprehensiveShares
    
    
    Amount
    
    
    Capital
    
    
    Deficit
    
    
    Income (Loss)
    
    
    TotalBalance, June 30, 2004
    
    
    2,964
    
    
    $
    9,527
    
    
    $
    284
    
    
    $
    (519
    )
    
    $
    (268
    )
    
    $
    9,024Cash received from
stock
options exercised
    
    
    12
    
    
    
    27
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    221
    
    
    
    
    
    
    
    221Translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25
    
    
    
    25Balance, June 30, 2005
    
    
    2,976
    
    
    
    9,554
    
    
    
    284
    
    
    
    (298
    )
    
    
    (243
    )
    
    
    9,297Cash received from
stock
options exercised
    
    
    243
    
    
    
    784
    
    
    
    53
    
    
    
    
    
    
    
    
    
    
    
    8370Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,056
    
    
    
    
    
    
    
    9,056Dividend declared
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,608
    )
    
    
    
    
    
    
    (1,608
    )Translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (190
    )
    
    
    (190
    )Balance, June 30, 2006
    
    
    3,219
    
    
    
    10,338
    
    
    
    337
    
    
    
    7,150
    
    
    
    (433
    )
    
    
    17,392Cash received from
stock
options exercised
    
    
    9
    
    
    
    23
    
    
    
    123
    
    
    
    
    
    
    
    
    
    
    
    146Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,308
    
    
    
    
    
    
    
    3,308Dividend declared
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (323
    )
    
    
    
    
    
    
    (323
    )Translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    911
    
    
    
    911Balance, June 30, 2007
    
    
    3,228
    
    
    $
    10,361
    
    
    $
    460
    
    
    $
    10,135
    
    
    $
    478
    
    
    $
    21,434
  48




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##### Table of Contents



TRIO-TECH
INTERNATIONAL AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS)
 Years Ended June 30,2007
    
    
    2006
    
    
    2005Cash Flow from Operating ActivitiesNet incomeAdjustments to reconcile from net income to
net cash flow provided by (used in) operating activities
    
    $
    3,308
    
    
    $
    9,056
    
    
    $
    221Depreciation and amortization
    
    
    2,857
    
    
    
    1,758
    
    
    
    1,521Bad debts expense, net
    
    
    141
    
    
    
    175
    
    
    
    (18
    )Inventory provision
    
    
    333
    
    
    
    20
    
    
    
    45Interest income on short-term deposits
    
    
    (109
    )
    
    
    (199
    )
    
    
    (52
    )Impairment loss
    
    
    176
    
    
    
    61
    
    
    
    70Stock compensation
    
    
    5
    
    
    
    53
    
    
    
    Gain on sale of property  discontinued operations
    
    
    
    
    
    
    (8,909
    )
    
    
    (Gain) Loss on sale of equipment
    
    
    (1
    )
    
    
    13
    
    
    
    1Deferred tax provision
    
    
    (49
    )
    
    
    (4
    )
    
    
    38Minority interest
    
    
    163
    
    
    
    88
    
    
    
    2Changes in operating assets and liabilities,
net of acquisition effectsAccounts receivables
    
    
    967
    
    
    
    (4,515
    )
    
    
    (465
    )Other receivables
    
    
    61
    
    
    
    (157
    )
    
    
    (37
    )Other assets
    
    
    (276
    )
    
    
    (31
    )
    
    
    (105
    )Inventories
    
    
    168
    
    
    
    (883
    )
    
    
    (220
    )Prepaid expenses and other liabilities
    
    
    48
    
    
    
    (94
    )
    
    
    22Accounts payable and accrued liabilities
    
    
    (235
    )
    
    
    2,575
    
    
    
    (203
    )Income tax payable
    
    
    381
    
    
    
    143
    
    
    
    119Net cash provided (used) by operating activities
    
    
    7,938
    
    
    
    (850
    )
    
    
    939Cash Flow from Investing ActivitiesProceeds from short-term deposits matured
    
    
    19,728
    
    
    
    20,409
    
    
    
    5,489Investments in short-term deposits
    
    
    (19,595
    )
    
    
    (24,838
    )
    
    
    (2,999
    )Additions to property, plant and equipment
    
    
    (2,812
    )
    
    
    (1,255
    )
    
    
    (2,306
    )Acquisition of a company in China
    
    
    
    
    
    
    (138
    )
    
    
    (15
    )Acquisition of a company in Malaysia
    
    
    
    
    
    
    
    
    
    
    (1,126
    )Proceeds from sale of equipment-continuing operations
    
    
    11
    
    
    
    154
    
    
    
    1Proceeds from sale of property-discontinued operations
    
    
    
    
    
    
    8,401
    
    
    
    Net cash used (provided) by investing activities
    
    
    (2,668
    )
    
    
    2,733
    
    
    
    (956
    )Cash Flow From Financing ActivitiesNet borrowings (payments) on lines of credits
    
    
    (116
    )
    
    
    (220
    )
    
    
    190Repayment of bank loans and capital leases
    
    
    (940
    )
    
    
    (1,036
    )
    
    
    (909
    )Proceeds from long-terms bank loans and capital leases
    
    
    6
    
    
    
    1,062
    
    
    
    862Proceeds from exercising stock options
    
    
    23
    
    
    
    784
    
    
    
    27Proceeds from 10% shareholder on the short swing profit of the company stock
    
    
    118
    
    
    
    
    
    
    
    Dividends paid to minority interest
    
    
    (42
    )
    
    
    (28
    )
    
    
    (53
    )Dividends paid to shareholders
    
    
    (323
    )
    
    
    (1,608
    )
    
    
    Net cash used (provided) by financing activities
    
    
    (1,274
    )
    
    
    (1,046
    )
    
    
    117Effect of Changes in Exchange Rate
    
    
    588
    
    
    
    275
    
    
    
    (18
    )NET INCREASE IN CASH
    
    
    4,584
    
    
    
    1,112
    
    
    
    82CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
    
    
    2,551
    
    
    
    1,439
    
    
    
    1,357CASH AND CASH EQUIVALENTS, END OF PERIOD
    
    $
    7,135
    
    
    $
    2,551
    
    
    $
    1,439Supplementary Information of Cash FlowsCash paid during the period for:Interest
    
    $
    137
    
    
    $
    142
    
    
    $
    176Income taxes
    
    $
    398
    
    
    $
    2,197
    
    
    $
    13Capitalization of property, plant and equipment paid in advance
    
    $
    
    
    
    $
    
    
    
    $
    365Deposit for acquisition in Malaysia
    
    $
    
    
    
    $
    
    
    
    $
    92Bank guarantee note for acquisition of business in Malaysia
    
    $
    
    
    
    $
    
    
    
    $
    395Capital lease of property, plant and equipment
    
    $
    52
    
    
    $
    290
    
    
    $
    24
  49




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##### Table of Contents



TRIO-TECH INTERNATIONAL AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  YEARS ENDED JUNE 30, 2007, 2006 AND 2005 (IN THOUSANDS, EXCEPT PER SHARE AND NUMBER OF SHARES)
 1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.
 Basis of Presentation and principles of Consolidation
 Ownership
    
    LocationExpress Test Corporation (Dormant)
    
    
    100
    %
    
    Van Nuys, CaliforniaTrio-Tech Reliability Services (Dormant)
    
    
    100
    %
    
    Van Nuys, CaliforniaKTS Incorporated, dba Universal Systems (Dormant)
    
    
    100
    %
    
    Van Nuys, CaliforniaEuropean Electronic Test Centre
(Operation ceased on November 1, 2005)
    
    
    100
    %
    
    Dublin, IrelandTrio-Tech International Pte Ltd.
    
    
    100
    %
    
    SingaporeUniversal (Far East) Pte Ltd.
    
    
    100
    %
    
    SingaporeTrio-Tech Thailand
    
    
    100
    %
    
    Bangkok, ThailandTrio-Tech Bangkok
    
    
    100
    %
    
    Bangkok, ThailandTrio-Tech Malaysia
    
    
    55
    %
    
    Penang and Selangor, MalaysiaTrio-Tech Kuala Lumpur  100% owned by
Trio-Tech Malaysia
    
    
    55
    %
    
    Selangor, MalaysiaPrestal Enterprise Sdn. Bhd.
    
    
    76
    %
    
    Selangor, MalaysiaTrio-Tech (Suzhou) Co. Ltd.
    
    
    100
    %
    
    Suzhou, ChinaTrio-Tech (Shanghai) Co. Ltd.
    
    
    100
    %
    
    Shanghai, ChinaTrio-Tech (Chongqing) Co. Ltd.
    
    
    100
    %
    
    Chongqing, China
  Foreign Currency Translation and Transactions 
  Use of Estimates 
  50




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##### Table of Contents



Accounting Period 
 Revenue Recognition 
  Accounts Receivable and Allowance for Doubtful Accounts 
  Warranty Costs 
 Short Term Deposits 
 Investments in Marketable Securities
 Inventories
 51




---



##### Table of Contents



Property, Plant and Equipment 
  Other Intangible Assets 
  Impairment of Long-Lived Assets 
    Leases 
   52




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##### Table of Contents



Advertising Costs 
 Comprehensive Income (Loss) 
 Income Taxes 
  Retained earnings 
 Research and Development Costs 
 Stock Based Compensation
 Earnings per Share 
 Fair Values of Financial Instruments
 Concentration of Credit Risk .
 Recently Issued Accounting Pronouncements
 53




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##### Table of Contents



.
      54




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##### Table of Contents



Reclassification 
 2. INVENTORIES
  June 30,
    
    
    June 30,2007
    
    
    2006Raw materials
    
    $
    1,295
    
    
    $
    827Works in progress
    
    
    1,210
    
    
    
    1,803Finished goods
    
    
    222
    
    
    
    265Provision for obsolete inventory
    
    
    (781
    )
    
    
    (448
    )$
    1,946
    
    
    $
    2,447
 3. STOCK OPTIONS
  Share-Based Payments
  55




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##### Table of Contents



Assumptions
  Years Ended June 30,2007
    
    2006
    
    2005Volatility
    
    
    73.22-98.51
    %
    
    
    49.51-51.53
    %
    
    
    33.5-36.8
    %Weighted average volatility
    
    
    98.51
    %
    
    
    49.5
    %
    
    
    33.9
    %Risk free interest rate
    
    
    4.52-5.12
    %
    
    
    3.71-4.5
    %
    
    
    2.89-3.27
    %Expected life (years)
    
    
    2.00
    
    
    
    2.00
    
    
    
    2.00
  1998 Stock Option Plan
   Weighted
    
    
    WeightedAverage
    
    
    Average
    
    
    AggregateExercise
    
    
    Remaining
    
    
    IntrinsicStock Options
    
    Shares
    
    
    Price
    
    
    Contractual Life
    
    
    ValueOutstanding at July 1, 2006
    
    
    28,885
    
    
    $
    2.97Granted
    
    
    
    
    
    
    Exercised
    
    
    (8,585
    )
    
    
    2.71Forfeited or expired
    
    
    (7,250
    )
    
    
    3.18Outstanding at June 30, 2007
    
    
    13,050
    
    
    $
    3.03
    
    
    
    2.00
    
    
    $
    220,850Exercisable at June 30, 2007
    
    
    11,675
    
    
    $
    2.86
    
    
    
    2.00
    
    
    $
    199,468
   Weighted AverageGrant DateNon-vested Options
    
    Shares
    
    Fair ValueNon-vested at July 1, 2006
    
    
    13,250
    
    
    $
    0.81Granted
    
    
    
    
    
    
    Vested
    
    
    (11,625
    )
    
    
    0.76Forfeited
    
    
    (250
    )
    
    
    0.68Non-vested at June 30, 2007
    
    
    1,375
    
    
    $
    1.31
 56




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##### Table of Contents



Directors Stock Option Plan
   Stock options issued not pursuant to the 1998 Plan or the Directors Plan
   WeightedAverageExerciseStock Options
    
    Shares
    
    
    PriceOutstanding at July 1, 2005
    
    
    
    
    
    $
    Granted
    
    
    750
    
    
    
    2.66Exercised
    
    
    (750
    )
    
    
    2.66Expired
    
    
    
    
    
    
    Outstanding at June 30, 2006
    
    
    
    
    
    $Exercisable at June 30, 2006
    
    
    
    
    
    $
  57




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##### Table of Contents



June 30,2005Net income: as reported
    
    $
    221Add: stock based compensation
included in reported income
    
    
    Deduct: total stock based compensation
expense determined under fair value method for all awards
    
    
    (49
    )Pro forma net income
    
    $
    172Earnings per share  basicAs reported
    
    $
    0.07Pro forma
    
    $
    0.06Earnings per share  dilutedAs reported
    
    $
    0.07Pro forma
    
    $
    0.06
 4. EARNINGS PER SHARE
 Earnings per Share
    58




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##### Table of Contents



Years Ended June 30,2007
    
    
    2006
    
    
    2005Income from continuing operations
    
    $
    3,308
    
    
    $
    597
    
    
    $
    216Income from discontinued operations
    
    $
    
    
    
    $
    8,459
    
    
    $
    5Net income
    
    $
    3,308
    
    
    $
    9,056
    
    
    $
    221Net income attributable to common shares
    
    $
    3,308
    
    
    $
    9,056
    
    
    $
    221Basic Earnings Per ShareBasic earnings per share from continuing operations
    
    
    1.03
    
    
    
    0.19
    
    
    
    0.07Basic earnings per share from discontinued operations
    
    
    
    
    
    
    2.72
    
    
    
    0.00Basic earnings per share from Net Income
    
    
    1.03
    
    
    
    2.91
    
    
    
    0.07Diluted Earnings Per ShareDiluted earnings per share from continuing operations
    
    
    1.02
    
    
    
    0.19
    
    
    
    0.07Diluted earnings per share from discontinued operations
    
    
    
    
    
    
    2.71
    
    
    
    0.00Diluted earnings per share from Net Income
    
    
    1.02
    
    
    
    2.90
    
    
    
    0.07Weighted average number of common shares outstanding  basic
    
    
    3,225
    
    
    
    3,115
    
    
    
    2,966Dilutive effect of stock options
    
    
    10
    
    
    
    13
    
    
    
    65Number of shares used to compute earnings per share  diluted
    
    
    3,235
    
    
    
    3,128
    
    
    
    3,031
 5. PROPERTY, PLANT AND EQUIPMENT
  Estimated Useful
    
    At June 30,Life in Years
    
    2007
    
    2006Building and improvements
    
    
    3-20
    
    
    $
    378
    
    
    $
    337Leasehold improvements
    
    
    3-27
    
    
    
    3,765
    
    
    
    2,984Machinery and equipment
    
    
    3-7
    
    
    
    9,757
    
    
    
    7,448Furniture and fixtures
    
    
    3-5
    
    
    
    486
    
    
    
    412Equipment under capital leases
    
    
    3-5
    
    
    
    889
    
    
    
    78815,275
    
    
    
    11,969Less:Accumulated depreciation and amortization
    
    
    
    
    
    
    7,543
    
    
    
    4,734Accumulated amortization on equipment
under capital leases
    
    
    
    
    
    
    274
    
    
    
    162$
    7,458
    
    
    $
    7,073
   6. ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS
  59




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##### Table of Contents



Years Ended June 30,2007
    
    
    2006
    
    
    2005Beginning
    
    $
    225
    
    
    $
    147
    
    
    $
    165Additions charged to cost and expenses
    
    
    18
    
    
    
    260
    
    
    
    44Recovered
    
    
    (159
    )
    
    
    (85
    )
    
    
    (62
    )Actual write-offs
    
    
    (42
    )
    
    
    (97
    )
    
    
    Ending
    
    $
    42
    
    
    $
    225
    
    
    $
    147
 7. LINE OF CREDIT
  At June 30,2007
    
    2006Revolving line of credit denominated in Singapore dollars, payable to a
commercial bank for working capital purposes, to borrow up to $3,632 with
an interest rate at the banks prime rate (5.75% at June 30, 2006)
plus 0.25% per annum. The line of credit is collateralized by short-term deposits
owned by Trio-Tech International Pte. Ltd.
    
    $
    
    
    
    $
    116Total
    
    $
    
    
    
    $
    116
 8. ACCRUED EXPENSES
  June 30,2007
    
    2006Payroll and related
    
    $
    2,517
    
    
    $
    1,655Commissions
    
    
    143
    
    
    
    180Customer deposits
    
    
    27
    
    
    
    25Legal and audit
    
    
    172
    
    
    
    142Sales tax
    
    
    45
    
    
    
    Utilities
    
    
    406
    
    
    
    240Warranty
    
    
    211
    
    
    
    142Provision for building sinking fund
    
    
    
    
    
    
    36Accrued purchase of materials and fixed assets
    
    
    154
    
    
    
    231Provision for re-installment cost
    
    
    202
    
    
    
    168Director board fees and bonus
    
    
    36
    
    
    
    35Withholding tax
    
    
    8
    
    
    
    Other accrued expenses
    
    
    433
    
    
    
    191Total
    
    $
    4,354
    
    
    $
    3,045
 60




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##### Table of Contents



9. WARRANTY ACCRUAL
  Years Ended At June 30,2007
    
    
    2006Beginning
    
    $
    142
    
    
    $
    155Additions charged to cost and expenses
    
    
    74
    
    
    
    Recovered
    
    
    (3
    )
    
    
    (1
    )Actual write-offs
    
    
    (2
    )
    
    
    (12
    )Ending
    
    $
    211
    
    
    $
    142
 10. NOTES PAYABLE
  At June 30,2007
    
    2006Note payable denominated in
Singapore dollars to a commercial
bank for purchasing certain
equipment, matured in October 2006,
bearing interest at the banks prime
rate (5.75% at June 30, 2006) plus
0.5% per annum, with monthly
payments of principal and interest
of $18 through October 2006.
Collateralized by fixed deposits and
existing corporate guarantee granted
by the company to one of the
subsidiaries.
    
    $
    
    
    
    $
    70Note payable denominated in
Singapore dollars to a commercial
bank for purchasing certain
equipment, matured in October 2006,
bearing fixed interest of 5.91%,
with monthly payments of principal
and interest of $6 through October
2006, collateralized by equipment.
    
    
    
    
    
    
    23Note payable denominated in
Singapore dollars to a commercial
bank for infrastructure investment,
matured in July 2007, bearing
interest at the banks prime rate
(4.25% at June 30, 2007 and 2006)
plus 1% per annum, with monthly
payments of principal and interest
of $16 through July 2007,
collateralized by fixed deposits.
    
    
    16
    
    
    
    198Note payable denominated in
Singapore dollars to a commercial
bank for infrastructure investment,
maturing in February 2008, bearing
interest at the banks prime rate
(4.25% at June 30, 2007 and 2006)
plus 1% per annum, with monthly
payments of principal plus interest
of $18 through February 2008,
collateralized by fixed deposits.
    
    
    150
    
    
    
    345Note payable denominated in Thailand
baht to a commercial bank for
extension of a building, maturing in
December 2007, bearing interest at
the banks prime rate (7.00% at June
30, 2007 and June 30, 2006) per
annum, with monthly payments of
principal and interest of $6
through December 2007,
collateralized by land.
    
    
    39
    
    
    
    95Note payable denominated in
Singapore dollars to a commercial
bank for purchasing certain
equipment, maturing in November
2008, bearing interest at the banks
prime rate (2.4768% at June 30,
2007and 3.41% at June 30, 2006) plus
3.5% per annum, with monthly
payments of principle plus interest
of $20 through November 2008,
collateralized by fixed deposits and
existing corporate guarantee granted
by the company to one of the
subsidiaries.
    
    
    309
    
    
    
    509Note payable denominated in
Singapore dollars to a commercial
bank for infrastructure investment,
maturing in April 2009, bearing
interest at the banks prime rate
(4.25% at June 30, 2007 and June 30,
2006) plus 1% per annum, with
monthly payments of principal plus
interest of $10 through April 2009,
collateralized by fixed deposits.
    
    
    161
    
    
    
    260675
    
    
    
    1,500current portion
    
    
    (536
    )
    
    
    (856
    )Long term portion of notes payable
    
    $
    139
    
    
    $
    644
 61




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##### Table of Contents



Years Ending June 30,2008
    
    
    
    $
    5362009
    
    
    
    
    139Thereafter
    
    
    
    
    $
    675
 11. INCOME TAXES
  Years Ended June 30,2007
    
    
    2006
    
    
    2005U.S.
    
    $
    (128
    )
    
    $
    (902
    )
    
    $
    (118
    )Foreign
    
    
    4,364
    
    
    
    1,845
    
    
    
    494Total
    
    $
    4,236
    
    
    $
    943
    
    
    $
    376
  Years Ended June 30,2007
    
    
    2006
    
    
    2005Current:Federal
    
    $
    
    
    
    $
    2
    
    
    $
    State
    
    
    (5
    )
    
    
    4
    
    
    
    3Foreign
    
    
    783
    
    
    
    256
    
    
    
    117778
    
    
    
    262
    
    
    
    120Deferred:Federal
    
    
    
    
    
    
    
    
    
    
    State
    
    
    
    
    
    
    
    
    
    
    Foreign
    
    
    (13
    )
    
    
    (4
    )
    
    
    38$
    765
    
    
    $
    258
    
    
    $
    158
  Years Ended June 30,2007
    
    2006
    
    2005Statutory federal tax rate
    
    
    34
    %
    
    
    34
    %
    
    
    34
    %State taxes, net of federal benefit
    
    
    6
    
    
    
    6
    
    
    
    6Foreign tax rate reduction
    
    
    (23
    )
    
    
    (10
    )
    
    
    (10
    )Other
    
    
    8
    
    
    
    5
    
    
    
    3Changes in valuation allowance
    
    
    (7
    )
    
    
    (8
    )
    
    
    9Effective rate
    
    
    18
    %
    
    
    27
    %
    
    
    42
    %
   62




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##### Table of Contents



At June 30,2007
    
    
    2006Deferred tax assets:Net operating losses and credits
    
    $
    913
    
    
    $
    1,152Inventory valuation
    
    
    163
    
    
    
    144Depreciation
    
    
    5
    
    
    
    93Provision for bad debts
    
    
    2
    
    
    
    17Accrued vacation
    
    
    13
    
    
    
    12Accrued expenses
    
    
    6
    
    
    
    7Total deferred tax assets
    
    
    1,102
    
    
    
    1,425Deferred tax liabilities:Depreciation
    
    
    (373
    )
    
    
    (386
    )Other
    
    
    
    
    
    
    Total deferred income tax liabilities
    
    
    (373
    )
    
    
    (386
    )Subtotal
    
    
    729
    
    
    
    1,039Valuation allowance
    
    
    (1,102
    )
    
    
    (1,425
    )Net deferred tax liabilities
    
    $
    (373
    )
    
    $
    (386
    )
  12. COMMITMENTS AND CONTINGENCIES
  Capital
    
    
    Operating
    
    
    Minimum
    
    
    Net OperatingYears Ending June 30,
    
    Leases
    
    
    Leases
    
    
    Rental Income
    
    
    Leases2008
    
    $
    138
    
    
    $
    930
    
    
    $
    81
    
    
    $
    8492009
    
    
    75
    
    
    
    525
    
    
    
    
    
    
    
    5252010
    
    
    52
    
    
    
    145
    
    
    
    
    
    
    
    1452011
    
    
    34
    
    
    
    
    
    
    
    
    
    
    
    Thereafter
    
    
    6
    
    
    
    
    
    
    
    
    
    
    
    Total future minimum lease payments
    
    
    305
    
    
    $
    1,600
    
    
    $
    81
    
    
    $
    1,519Less amount representing interest
    
    
    (25
    )Present value of net minimum lease payments
    
    
    280Less current portion of capital lease obligations
    
    
    (125
    )Long-term obligations under capital leases
    
    $
    155
    63




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##### Table of Contents



13. TRANSACTIONS IN SHAREHOLDERS EQUITY
 Fiscal 2007
  Fiscal 2006
 Share-Based Payments
   Fiscal 2005
     14. CONCENTRATION OF CUSTOMERS
  Years Ended June 30,
    
    2007
    
    2006
    
    2005Sales- Customer A
    
    
    60
    %
    
    
    50
    %
    
    
    36
    %- Customer B
    
    
    15
    %
    
    
    16
    %
    
    
    27
    %- Customer C
    
    
    5
    %
    
    
    9
    %
    
    
    11
    %Accounts Receivable- Customer A
    
    
    47
    %
    
    
    66
    %
    
    
    36
    %- Customer B
    
    
    29
    %
    
    
    7
    %
    
    
    23
    %- Customer C
    
    
    6
    %
    
    
    5
    %
    
    
    9
    %
 64




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##### Table of Contents



15. BUSINESS ACQUISITIONS
 Fiscal year 2006
    Purchase price (paid in cash)
    
    $
    153Property, plant and equipmentPlant and equipment
    
    $
    121Office equipment
    
    
    6Motor vehicle
    
    
    6Subtotal
    
    
    133Other receivables
    
    
    8Total fair value of tangible assets acquired
    
    $
    141Identifiable intangible asset-customer relationship
    
    
    12Purchase price
    
    $
    153
 Pro Forma Financial Information
  65




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##### Table of Contents



UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED JUNE 30, 2006
 Historical Information of
    
    (a)The
    
    Acquired
    
    Pro Forma
    
    Pro FormaCompany
    
    Operation
    
    Adjustments
    
    ResultsNet sales
    
    $
    29,099
    
    
    $
    107
    
    
    $
    
    
    
    $
    29,206Net income
    
    $
    9,056
    
    
    $
    1
    
    
    $
    (6
    )
    
    $
    9,051Basic earnings per share
    
    $
    2.91
    
    
    
    
    
    
    
    
    
    
    $
    2.91Diluted earnings per share
    
    $
    2.90
    
    
    
    
    
    
    
    
    
    
    $
    2.89Basic weighted average
common shares outstanding
    
    
    3,115
    
    
    
    
    
    
    
    
    
    
    
    3,115Diluted weighted average
common shares outstanding
    
    
    3,128
    
    
    
    
    
    
    
    
    
    
    
    3,128
 
 Note:
    
    The currency exchange rate is based on the average exchange rate of the related period.(a)
    
    Since the Company acquired the testing operation in Shanghai on January 3, 2006, the
operation results of the testing operation in Shanghai have been included in the
consolidated statement of income since that date. The purpose of pro forma is to
demonstrate as if the acquisition occurred on July 1, 2005. Accordingly, the pro forma
adjustment was based on the assumption that the fair value of the identified customer
relationship needed to be amortized over a one-year period of time, assuming the
acquisition took place on July 1, 2005. UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED JUNE 30, 2005
 Historical Information of
    
    (a)The
    
    Acquired
    
    Pro Forma
    
    Pro FormaCompany
    
    Operation
    
    Adjustments
    
    ResultsNet sales
    
    $
    25,061
    
    
    $
    194
    
    
    $
    
    
    
    $
    25,255Net income (loss)
    
    $
    221
    
    
    $
    (17
    )
    
    $
    (12
    )
    
    $
    192Basic earnings per share
    
    $
    0.07
    
    
    
    
    
    
    
    
    
    
    $
    0.06Diluted earnings per share
    
    $
    0.07
    
    
    
    
    
    
    
    
    
    
    $
    0.06Basic weighted average
common shares outstanding
    
    
    2,966
    
    
    
    
    
    
    
    
    
    
    
    2,966Diluted weighted average
common shares outstanding
    
    
    3,031
    
    
    
    
    
    
    
    
    
    
    
    3,031
 
 Note:
    
    The currency exchange rate is based on the average exchange rate of the related period.(b)
    
    Since the Company acquired the testing operation in Shanghai on January 3, 2006, the
operation results of the testing operation in Shanghai have been included in the
consolidated statement of income since that date. The purpose of pro forma is to
demonstrate as if the acquisition occurred on July 1, 2004. Accordingly, the pro forma
adjustment was based on the assumption that the fair value of the identified customer
relationship needed to be amortized over a one-year period of time, assuming the
acquisition took place on July 1, 2004. Fiscal year 2005
  66




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##### Table of Contents



Total purchase price:Cash
    
    $
    823Notes payable
    
    
    395$
    1,218Allocated as follows:Fixed assets-Machinery and equipment
    
    $
    729-Leasehold improvements
    
    
    7736Intangible assets  customer relationship
    
    
    482$
    1,218
   16. DIVIDEND PAID TO SHAREHOLDERS
   17. OTHER INCOME
  Years Ended June 30,2007
    
    2006
    
    2005Interest income
    
    $
    149
    
    
    $
    213
    
    
    $
    58Rental income
    
    
    119
    
    
    
    91
    
    
    
    86Dividend income
    
    
    7
    
    
    
    4
    
    
    
    9Exchange (loss) gain
    
    
    2
    
    
    
    (46
    )
    
    
    10Other miscellaneous (loss) income
    
    
    (99
    )
    
    
    336
    
    
    
    19Total
    
    $
    178
    
    
    $
    598
    
    
    $
    182
 67




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##### Table of Contents



18. DISCONTINUED OPERATIONS
   
    68




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##### Table of Contents



June 30,
    
    
    June 30,2006
    
    
    2005REVENUES
    
    $
    78
    
    
    $
    632COST OF SALES
    
    
    63
    
    
    
    516GROSS PROFIT
    
    
    15
    
    
    
    116OPERATING EXPENSES:General and administrative
    
    
    120
    
    
    
    201Employment termination benefits
    
    
    330
    
    
    
    Gain on sale of PP&E
    
    
    
    
    
    
    Total
    
    
    450
    
    
    
    201(435
    )
    
    
    (85
    )OTHER INCOME (EXPENSE)Interest expense
    
    
    (3
    )
    
    
    (11
    )Other (expense) income
    
    
    (12
    )
    
    
    113Total
    
    
    (15
    )
    
    
    102(Loss) Income from discontinued operations before
income tax
    
    
    (450
    )
    
    
    17Gain on sale of property net of capital gain tax
    
    
    8,909
    
    
    
    Income tax provision
    
    
    
    
    
    
    12INCOME FROM DISCONTINUED OPERATIONS
    
    $
    8,459
    
    
    $
    5Breakdown of gain on sale of propertyGross proceeds
    
    
    10,574
    
    
    
    Net book value of the property
    
    
    (261
    )
    
    
    Grant payable to Ireland government
    
    
    (86
    )
    
    
    Professional fees
    
    
    (92
    )
    
    
    Commissions and related selling expenses
    
    
    (40
    )
    
    
    10,095
    
    
    
    Capital gain tax
    
    
    (1,955
    )
    
    
    8,140
    
    
    
    Foreign currency translation adjustments
    
    
    769
    
    
    
    Gain on sale of property
    
    $
    8,909
    
    
    $
    
   69




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##### Table of Contents



19. BUSINESS SEGMENTS
    Business Segment Information:
 Years
    
    
    
    
    
    Operating
    
    
    
    
    
    Depr.Ended
    
    Net
    
    Income
    
    Total
    
    and
    
    CapitalJun. 30
    
    Sales
    
    (Loss)
    
    Assets
    
    Amort.
    
    ExpendituresManufacturing
    
    
    2007
    
    
    $
    24,056
    
    
    $
    965
    
    
    $
    3,447
    
    
    $
    198
    
    
    $
    2952006
    
    
    
    12,444
    
    
    
    (78
    )
    
    
    3,852
    
    
    
    133
    
    
    
    3482005
    
    
    
    10,681
    
    
    
    (108
    )
    
    
    1,907
    
    
    
    67
    
    
    
    83Testing Services
    
    
    2007
    
    
    
    20,883
    
    
    
    3,330
    
    
    
    28,581
    
    
    
    2,643
    
    
    
    2,5682006
    
    
    
    14,455
    
    
    
    1,454
    
    
    
    24,351
    
    
    
    1,610
    
    
    
    1,3292005
    
    
    
    11,307
    
    
    
    540
    
    
    
    14,417
    
    
    
    1,212
    
    
    
    2,006Distribution
    
    
    2007
    
    
    
    1,811
    
    
    
    (66
    )
    
    
    634
    
    
    
    16
    
    
    
    12006
    
    
    
    2,200
    
    
    
    (118
    )
    
    
    772
    
    
    
    15
    
    
    
    12005
    
    
    
    3,073
    
    
    
    (80
    )
    
    
    1,843
    
    
    
    143
    
    
    
    241Corporate and
    
    
    2007
    
    
    
    
    
    
    
    (32
    )
    
    
    126
    
    
    
    
    
    
    
    unallocated
    
    
    2006
    
    
    
    
    
    
    
    (771
    )
    
    
    409
    
    
    
    
    
    
    
    2005
    
    
    
    
    
    
    
    7
    
    
    
    178
    
    
    
    1
    
    
    
    Total Company
    
    
    2007
    
    
    $
    46,750
    
    
    $
    4,197
    
    
    $
    32,788
    
    
    $
    2,857
    
    
    $
    2,8642006
    
    
    $
    29,099
    
    
    $
    487
    
    
    $
    29,384
    
    
    $
    1,758
    
    
    $
    1,6782005
    
    
    $
    25,061
    
    
    $
    359
    
    
    $
    18,345
    
    
    $
    1,423
    
    
    $
    2,330
 YearEndedJun.
    
    United
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other
    
    Elimini.
    
    Total30,
    
    States
    
    China
    
    Singapore
    
    Thailand
    
    Malaysia
    
    Countries
    
    and Other
    
    CompanyNet sales to
    
    
    2007
    
    
    $
    6,368
    
    
    $
    4,837
    
    
    
    25,624
    
    
    $
    2,413
    
    
    $
    6,894
    
    
    $
    760
    
    
    $
    (146
    )
    
    $
    46,750customers
    
    
    2006
    
    
    
    2,603
    
    
    
    2,523
    
    
    
    16,732
    
    
    
    1,896
    
    
    
    5,048
    
    
    
    414
    
    
    
    (117
    )
    
    
    29,0992005
    
    
    
    2,209
    
    
    
    1592
    
    
    
    12,620
    
    
    
    2,135
    
    
    
    6,340
    
    
    
    459
    
    
    
    (294
    )
    
    
    25,061Operating
    
    
    2007
    
    
    
    456
    
    
    
    458
    
    
    
    2,416
    
    
    
    228
    
    
    
    652
    
    
    
    19
    
    
    
    (32
    )
    
    
    4,197Income (loss)
    
    
    2006
    
    
    
    (60
    )
    
    
    134
    
    
    
    880
    
    
    
    100
    
    
    
    268
    
    
    
    (64
    )
    
    
    (771
    )
    
    
    4872005
    
    
    
    (190
    )
    
    
    36
    
    
    
    302
    
    
    
    48
    
    
    
    143
    
    
    
    (8
    )
    
    
    28
    
    
    
    359Long-lived
    
    
    2007
    
    
    $
    7
    
    
    $
    862
    
    
    $
    3,121
    
    
    $
    859
    
    
    $
    2,861
    
    
    $
    
    
    
    $
    (40
    )
    
    $
    7,670Assets
    
    
    2006
    
    
    $
    21
    
    
    $
    143
    
    
    $
    3,646
    
    
    $
    808
    
    
    $
    2,806
    
    
    $
    
    
    
    $
    (40
    )
    
    $
    7,3842005
    
    
    $
    17
    
    
    $
    305
    
    
    $
    3,518
    
    
    $
    882
    
    
    $
    2,880
    
    
    $
    
    
    
    $
    (40
    )
    
    $
    7,562
 70




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##### Table of Contents



20. QUARTERLY FINANCIAL DATA (UNAUDITED)
  Year ended June 30, 2006
    
    Sep. 30,
    
    
    Dec. 31,
    
    
    Mar. 31,
    
    
    Jun. 30,Revenues
    
    $
    5,705
    
    
    $
    7,425
    
    
    $
    6,469
    
    
    $
    9,500Expenses
    
    
    5,492
    
    
    
    7,754
    
    
    
    6,206
    (a)
    
    
    8,704Income (loss) before income taxes and minority
interest
    
    
    213
    
    
    
    (329
    )
    
    
    263
    
    
    
    796Income taxes
    
    
    73
    
    
    
    112
    
    
    
    106
    
    
    
    (33
    )Income (loss) before minority interest
    
    
    140
    
    
    
    (441
    )
    
    
    157
    
    
    
    829Minority interest
    
    
    24
    
    
    
    (5
    )
    
    
    17
    
    
    
    (124
    )Net income (loss) from continuing operations
    
    $
    164
    
    
    $
    (446
    )
    
    $
    174
    
    
    $
    705Net (loss) income from discontinued operations
    
    
    (378
    )
    
    
    8,837
    
    
    
    
    
    
    
    Net (loss) income
    
    $
    (214
    )
    
    $
    8,391
    
    
    $
    174
    
    
    $
    705Basic (loss) earnings per shareContinuing operations
    
    $
    0.05
    
    
    $
    (0.15
    )
    
    $
    0.05
    
    
    $
    0.22Discontinued operations
    
    
    (0.13
    )
    
    
    2.91
    
    
    
    
    
    
    
    Net (loss) income
    
    $
    (0.08
    )
    
    $
    2.76
    
    
    $
    0.05
    
    
    $
    0.22Diluted (loss) earnings per shareContinuing operations
    
    $
    0.05
    
    
    $
    (0.15
    )
    
    $
    0.05
    
    
    $
    0.22Discontinued operations
    
    
    (0.13
    )
    
    
    2.91
    
    
    
    
    
    
    
    Net (loss) income
    
    $
    (0.08
    )
    
    $
    2.76
    
    
    $
    0.05
    
    
    $
    0.22
 Year ended June 30, 2007
    
    Sep. 30,
    
    
    Dec. 31,
    
    
    Mar. 31,
    
    
    Jun. 30,Revenues
    
    $
    9,876
    
    
    $
    14,067
    
    
    $
    13,613
    
    
    $
    9,194Expenses
    
    
    9,047
    
    
    
    12,781
    
    
    
    12,277
    (b)
    
    
    8,409Income before income taxes and minority interest
    
    
    829
    
    
    
    1,286
    
    
    
    1,336
    
    
    
    785Income taxes
    
    
    26
    
    
    
    453
    
    
    
    239
    
    
    
    47Income before minority interest
    
    
    803
    
    
    
    833
    
    
    
    1,097
    
    
    
    738Minority interest
    
    
    (47
    )
    
    
    (34
    )
    
    
    (16
    )
    
    
    (66
    )Net income from continuing operations
    
    $
    756
    
    
    $
    799
    
    
    $
    1,081
    
    
    $
    672Net income from discontinued operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income
    
    $
    756
    
    
    $
    799
    
    
    $
    1,081
    
    
    $
    672Basic earnings per shareContinuing operations
    
    $
    0.23
    
    
    $
    0.25
    
    
    $
    0.34
    
    
    $
    0.21Discontinued operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income
    
    $
    0.23
    
    
    $
    0.25
    
    
    $
    0.34
    
    
    $
    0.21Diluted earnings per shareContinuing operations
    
    $
    0.23
    
    
    $
    0.25
    
    
    $
    0.33
    
    
    $
    0.21Discontinued operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net Income
    
    $
    0.23
    
    
    $
    0.25
    
    
    $
    0.33
    
    
    $
    0.21
 
 (a)
    
    This includes a reversal of a provision of $269 related to the value added tax assessment
incurred in the testing operation located in Bangkok.(b)
    
    This includes an additional depreciation expense of $224 due to change in estimated life of
certain fixed assets for smart burn-in projects. 21. SUBSEQUENT EVENTS
  71




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72