<PAGE>
 
===============================================================================

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                        
                                   FORM 10-K/A
                                        
[X]  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                    For the fiscal year ended June 26, 1998

                                       OR

[_]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934


                         Commission File Number 0-13914

                            TRIO-TECH INTERNATIONAL
             (Exact name of Registrant as specified in its Charter)

             California                                   95-2086631
   (State or other jurisdiction of                     (I.R.S. Employer
   incorporation or organization)                   Identification Number)
 
          355 Parkside Drive
       San Fernando, California                             91340
 (Address of principal executive offices)                (Zip Code)

                  Registrant's Telephone Number:  818-365-9200
                                        
          Securities registered pursuant to Section 12(b) of the Act:
                                      None

          Securities registered pursuant to Section 12(g) of the Act:

                                                         Name of each exchange
              Title of each class                         on which registered
          Common Stock, no par value                       Nasdaq Small Cap


  Indicate by check mark whether the registrant (1) has filed all reports
required to be filed with the Commission by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months, (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.  Yes [X] No
[_]

  Based on the closing sales price on June 26, 1998, the aggregate market value
of the voting stock held by nonaffiliates of the registrant was $4,781,435.
Number of shares of common stock outstanding as of August 26, 1998 is 2,744,396

       Indicate by check mark if disclosure of delinquent filers pursuant to
item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in the definitive proxy statement
incorporated by reference in Part III of this Form 10-K.  [_]

                      DOCUMENTS INCORPORATED BY REFERENCE
                                        
The number of pages in this filing is 35.  The Exhibit Index begins on page 15.

===============================================================================

                                      -1-
<PAGE>
 
     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                             TRIO-TECH INTERNATIONAL


                              By: /s/ Victor H.M. Ting
                                  --------------------
                                  Victor H.M. Ting
                                  Vice President and
                                  Chief Financial Officer
                                  Date: November 3, 1998


Pursuant to the requirement of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.

               /s/ A. Charles Wilson                      November 3, 1998  
               -------------------------------            
               A. Charles Wilson, Director
               Chairman of the Board


               /s/ S. W. Yong                             November 3, 1998
               -------------------------------            
               S. W. Yong, Director
               President and Chief Executive
               Officer


               /s/ Victor H.M. Ting                       November 3, 1998
               -------------------------------
               Victor H.M. Ting
               Vice President, Chief Financial Officer
               and Principal Accounting Officer


               /s/ Jason T. Adelman                       November 3, 1998
               -------------------------------
               Jason T. Adelman, Director


               /s/ Frank S. Gavin                         November 3, 1998
               -------------------------------
               Frank S. Gavin, Director


               /s/ Richard C. Horowitz                    November 3, 1998
               -------------------------------
               Richard C. Horowitz, Director


               /s/ F.D. (Chuck) Rogers                    November 3, 1998
               -------------------------------
               F.D. (Chuck) Rogers, Director


               /s/ William L. Slover                      November 3, 1998
               -------------------------------
               William L. Slover, Director

                                      -18-
<PAGE>
 
INDEPENDENT AUDITORS' REPORT


Board of Directors
Trio-Tech International
San Fernando, California:

We have audited the accompanying consolidated balance sheets of Trio-Tech
International and subsidiaries (the Company) as of June 26, 1998 and June 27,
1997, and the related consolidated statements of income, shareholders' equity,
and cash flows for each of the three years in the period ended June 26, 1998.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Trio-Tech International and
subsidiaries as of June 26, 1998 and June 27, 1997, and the results of their
operations and their cash flows for each of the three years in the period ended
June 26, 1998 in conformity with generally accepted accounting principles.


DELOITTE & TOUCHE LLP

/s/  DELOITTE & TOUCHE LLP

Los Angeles, California
September 4, 1998

                                      -19-
<PAGE>
 
<TABLE> 
<CAPTION> 

TRIO-TECH INTERNATIONAL AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
------------------------------------------------------------------------------------------------------------------------------------

                                                                                    June 26,                     June 27,
ASSETS                                                       Notes                   1998                          1997
                                                           ---------          ------------------            ------------------
 
CURRENT ASSETS:
<S>                                                           <C>           <C>                              <C> 
     Cash                                                                   $     3,305,000                 $       868,000
     Cash deposits                                                                3,947,000                       7,104,000
     Trade accounts receivable, less
        allowance for doubtful
        accounts of $468,000 in
        1998 and $404,000 in 1997                                                 4,124,000                       3,646,000
                     
                     
     Other receivables                                                              299,000                         161,000
     Inventories                                              2                   2,056,000                       1,784,000
     Prepaid expenses and other
        current assets                                                              305,000                         280,000
                                                                            ---------------                 ---------------
           Total current assets                               5,7                14,036,000                      13,843,000
 
PROPERTY AND EQUIPMENT, Net                                   3,5,7               4,669,000                       4,421,000
     
OTHER ASSETS                                                  4                     626,000                         264,000
                                                                            ---------------                 --------------
TOTAL ASSETS                                                                $    19,331,000                 $    18,528,000
                                                                            ===============                 ===============
 
CURRENT LIABILITIES:
     Lines of credit                                          5             $       631,000                 $       150,000
     Accounts payable                                                             2,126,000                       1,121,000
     Accrued expenses                                         6                   3,804,000                       3,605,000
     Income taxes payable                                                           690,000                       1,965,000
     Current portion of long-term debt
        and capitalized leases                                7,9                   188,000                         198,000
                                                                            ---------------                 --------------
           Total current liabilities                                              7,439,000                       7,039,000
                                                                            ---------------                 ---------------
LONG-TERM DEBT AND 
CAPITALIZED
     LEASES, net of current portion                           7,9                   426,000                         723,000
                                                                            ---------------                 --------------
DEFERRED INCOME TAXES                                         8                     581,000                         776,000
                                                                            ---------------                 --------------
MINORITY INTEREST                                                                 2,122,000                       3,527,000
                                                                            ---------------                 --------------
COMMITMENTS AND CONTINGENCIES                                 9
SHAREHOLDERS' EQUITY:                                         10
   Common stock; authorized,
     15,000,000 shares; issued and
     outstanding, 2,747,586 shares
     (1998) and 1,936,596 shares
     (1997) stated at                                                             8,708,000                       5,075,000
Retained earnings (accumulated deficit)                                             497,000                        (334,000)
   Cumulative currency translation                                                 (442,000)                      1,722,000
                                                                            ---------------                 --------------
                Total shareholders' equity                                        8,763,000                       6,463,000
                                                                            ---------------                 --------------
TOTAL LIABILITIES AND
     SHAREHOLDERS' EQUITY                                                   $    19,331,000                 $    18,528,000
                                                                            ===============                 ===============
</TABLE>

                                 See notes to consolidated financial statements.

                                      -20-
<PAGE>
 
<TABLE>
<CAPTION>


TRIO-TECH INTERNATIONAL AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME
------------------------------------------------------------------------------------------------------------------------------------


                                                                                            Year Ended
                                                                --------------------------------------------------------------
                                                                  June 26,                  June 27,                  June 28,
                                              Notes                  1998                      1997                      1996
                                              -----             ---------                ----------                   --------
                                    
<S>                                            <C>           <C>                       <C>                       <C>        
NET SALES                                      12            $  21,852,000             $  21,548,000             $  23,185,000
COST OF SALES                                                   14,178,000                12,718,000                14,665,000
                                                             -------------             -------------             ------------- 
GROSS PROFIT                                                     7,674,000                 8,830,000                 8,520,000
                                    
OPERATING EXPENSES:                 
      General and administrative                                 4,853,000                 3,780,000                 4,506,000
      Selling                                                    1,852,000                 1,993,000                 1,302,000
                                                             -------------             -------------             ------------- 
                       Total                                     6,705,000                 5,773,000                 5,808,000
                                                             -------------             -------------             ------------- 
                                    
INCOME FROM OPERATIONS                         12                  969,000                 3,057,000                 2,712,000
                                    
OTHER INCOME (EXPENSE)             
      Interest expense                         5,7                (168,000)                 (110,000)                 (141,000)
      Other income                                                 504,000                   460,000                   287,000
                                                             -------------             -------------             ------------- 
                       Total                                       336,000                   350,000                   146,000
                                                             -------------             -------------             ------------- 
INCOME BEFORE INCOME TAXES          
      AND MINORITY INTEREST                                      1,305,000                 3,407,000                 2,858,000
                                    
INCOME TAXES                                    8                  455,000                 1,264,000                 1,109,000
                                                             -------------             -------------             ------------- 
                                    
INCOME BEFORE MINORITY              
      INTEREST                                                     850,000                 2,143,000                 1,749,000
                                    
MINORITY INTEREST                                                  (19,000)               (1,141,000)                 (943,000)
                                                             -------------             -------------             ------------- 
                                    
NET INCOME                                                   $     831,000             $   1,002,000             $     806,000
                                                             =============             =============             ============= 
EARNINGS PER SHARE:                 
      Basic                                                  $        0.34             $        0.54             $        0.45
                                                             =============             =============             ============= 
                                    
      Diluted                                                $        0.33             $        0.51             $        0.42
                                                             =============             =============             ============= 
                                    
WEIGHTED AVERAGE NUMBER             
   OF COMMON AND COMMON                        
   POTENTIAL SHARES                        
   OUTSTANDING                   
      Basic                                                      2,413,000                 1,850,000                 1,793,000
      Diluted                                                    2,485,000                 1,961,000                 1,929,000
</TABLE>


                                 See notes to consolidated financial statements.

                                      -21-
<PAGE>
 
<TABLE> 
<CAPTION> 

TRIO-TECH INTERNATIONAL AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
------------------------------------------------------------------------------------------------------------------------------------


                                                 Common Stock                             
                                         ---------------------------------                             Cumulative
                                                 Number of                    Retained Earnings         Currency
                                                  Shares        Amount      (Accumulated Deficit)     Translation        Total
                                        -------------------  ------------  ----------------------  -----------------  -------------
 
<S>                                             <C>         <C>               <C>                  <C>                  <C>     
    Balance, June 30, 1995                      1,771,503   $   4,822,000       $  (2,142,000)      $  1,739,000     $  4,419,000
 
    Net income                                                                        806,000                             806,000
 
    Repurchase of common stock                       (668)         (2,000)                                                 (2,000)
 
    Exercise of stock options (Note 10)            37,871          58,000                                                  58,000
    
 
    Foreign currency translation adjustment                                                              (74,000)         (74,000)
    
                                                ---------   -------------       -------------       ------------     ------------  
    Balance, June 28, 1996                      1,808,706   $   4,878,000       $  (1,336,000)      $  1,665,000     $  5,207,000
 
    Net income                                                                      1,002,000                           1,002,000
 
    Retirement of common stock                       (360)                                                                      0
 
    Exercise of stock options (Note 10)           128,250         197,000                                                 197,000
    
 
    Foreign currency translation adjustment                                                               57,000           57,000
    
                                                ---------   -------------       -------------       ------------     ------------  
    Balance, June 27, 1997                      1,936,596   $   5,075,000       $    (334,000)      $  1,722,000     $  6,463,000
 
    Net income                                                                        831,000                             831,000
 
    Issuance of common stock                      723,216       3,488,000                                               3,488,000
 
    Exercise of stock options (Note 10)            87,774         145,000                                                 145,000
 
    Foreign currency translation adjustment                                                           (2,164,000)      (2,164,000)
                                                ---------   -------------       -------------       ------------     ------------  
    Balance, June 26, 1998                      2,747,586   $   8,708,000       $     497,000       $   (442,000)    $  8,763,000
                                                =========   =============       =============       ============     ============
 
</TABLE>


                                 See notes to consolidated financial statements.

                                      -22-
<PAGE>
 
TRIO-TECH INTERNATIONAL AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
                                                                                 Year Ended
                                                                -------------------------------------------
                                                                  June 26,        June 27,        June 28,
                                                                    1998            1997            1996
                                                                -----------     -----------     ----------- 
<S>                                                             <C>             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                    $   831,000     $ 1,002,000     $   806,000
  Adjustments to reconcile net income to
    net cash provided by operations:
      Depreciation and amortization                                 944,000       1,359,000       1,561,000
      (Gain)/loss on sale of property and equipment                 (10,000)         67,000          82,000 
      Changes in assets and liabilities:
        Accounts receivable                                        (394,000)      1,106,000        (654,000)
        Notes and other receivables                                (114,000)         18,000           7,000
        Inventories                                                (224,000)       (363,000)       (245,000)
        Prepaid expenses and other current assets                   (21,000)       (144,000)        (38,000)
        Other assets                                               (428,000)         14,000         136,000
        Accounts payable and accrued expenses                       (58,000)       (772,000)      2,861,000
        Deferred income taxes                                      (195,000)          5,000         (99,000)
                                                                -----------     -----------     ----------- 
          Net cash provided by operating activities                 331,000       2,292,000       4,417,000
                                                                -----------     -----------     ----------- 
CASH FLOWS FROM INVESTING ACTIVITIES:
  Certificates of deposit                                         3,157,000      (3,990,000)     (2,561,000)
  Capital expenditures                                           (2,574,000)       (926,000)     (1,821,000)
  Minority interest                                                (109,000)        991,000       1,014,000
  Proceeds from sale of property and equipment                      104,000         131,000         256,000
                                                                -----------     -----------     ----------- 
          Net cash provided by investing activities                 578,000      (3,794,000)     (3,112,000)
                                                                -----------     -----------     ----------- 
 CASH FLOWS FROM FINANCING ACTIVITIES:
   Payments on lines of credit                                                     (120,000)        (99,000)
   Borrowings under lines of credit                                 501,000          25,000         125,000
   Principal payments of long-term obligations                     (327,000)       (461,000)       (379,000)
   Proceeds from long-term obligations                                              213,000         492,000
   Issuance of common stock                                       3,669,000         197,000          58,000
   Repurchase of common stock                                       (36,000)                         (2,000)
                                                                -----------     -----------     ----------- 
          Net cash provided by (used in) financing activities     3,807,000        (146,000)        195,000
                                                                -----------     -----------     ----------- 
EFFECT OF EXCHANGE RATE ON CASH                                  (2,279,000)        402,000         (60,000)
NET INCREASE/(DECREASE) IN CASH                                   2,437,000      (1,246,000)      1,440,000
CASH, BEGINNING OF PERIOD                                           868,000       2,114,000         674,000
                                                                -----------     -----------     ----------- 
CASH, END OF PERIOD                                             $ 3,305,000     $   868,000     $ 2,114,000
                                                                ===========     ===========     ===========
</TABLE>

                                                                       continued

                                 See notes to consolidated financial statements.

                                      -23-
<PAGE>
 
<TABLE> 

<S>                                                             <C>             <C>             <C>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
  Cash paid during the period for:
    Interest                                                    $   254,000     $   117,000     $   144,000
    Income taxes                                                $ 1,190,000     $   845,000     $   225,000
</TABLE>

The fair value of the net assets acquired in connection with the purchase of 
Universal Systems (see Note 1) is summarized as follows:

<TABLE> 

<S>                                                             <C>             
    Net assets                                                  $   500,000
    Acquisition costs                                                24,000
                                                                -----------
    Purchase price                                              $   524,000
                                                                ===========
</TABLE> 


                                 See notes to consolidated financial statements.

                                      -24-
<PAGE>
 
TRIO-TECH INTERNATIONAL AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JUNE 26, 1998 JUNE 27, 1997 AND JUNE 28, 1996
--------------------------------------------------------------------------------


1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    Principles of Consolidation - Trio-Tech International and subsidiaries (the
    "Company" or "TTI") is a designer and manufacturer of equipment used to test
    the structural integrity of semiconductor devices that must meet high-
    reliability specifications.  The Company also owns and operates testing
    facilities that perform structural and electronic testing of semiconductor
    devices and acts as a distributor of electronic testing equipment in
    Singapore and other Southeast Asian countries. The consolidated financial
    statements include the accounts of the Company and its principal
    subsidiaries: Trio-Tech International Pte Ltd (TTI Pte), Trio-Tech Test
    Services Pte Ltd (TTTS Pte), Express Test, European Electronic Test Centre
    (EETC), Trio-Tech Bangkok (TTBk), Trio-Tech Malaysia (TTM) (a 55% owned
    subsidiary of TTI Pte), Prestal Enterprise Sdn Bhd (PESB) (a 73% owned
    subsidiary of TTI Pte) and Universal Systems.   All material intercompany
    transactions, profits and balances have been eliminated.

    Use of Estimates -  The preparation of financial statements in conformity
    with generally accepted accounting principles requires management to make
    estimates and assumptions that affect the reported amounts of assets and
    liabilities and disclosure of contingent assets and liabilities at the date
    of the financial statements and the reported amounts of revenues and
    expenses during the reporting period.  Actual results could differ from
    those estimates.

    Accounting Period -  The Company's fiscal reporting period coincides with
    the 52-53 week period ending on the last Friday in June.

    Cash and Cash Deposits - Cash and cash deposits consists of bank balances
    and amounts invested in interest earning instruments having a maturity of 12
    months or less.  Approximately $3,000,000 of cash is held in the Company's
    55% owned Malaysian subsidiary. $1,300,000 of this cash is denominated in
    the currency of Malaysia.  On September 1, 1998, the government of Malaysia
    announced its intention to limit the movement of certain cash balances
    denominated in Malaysian currency.

    Inventories- Inventories are stated at the lower of cost, using the first-
    in, first-out (FIFO) method, or market.

    Property and Equipment - Property and equipment and capitalized leases are
    stated at cost, less accumulated depreciation and amortization. Depreciation
    and amortization are provided over the estimated useful lives of the assets
    or the terms of the leases, whichever are shorter, using the straight-line
    method. Estimated useful lives range from 3 to 45 years. Capital grants from
    the Industrial Development Authority in Ireland are accounted for when
    claimed by reducing the cost of the related assets. The grants are amortized
    over the depreciable lives of those assets.

    Foreign Currency Translation - All assets and liabilities of operations
    outside the United States have been translated at the foreign exchange rates
    in effect at year-end.  Revenues and expenses for the year are translated at
    average exchange rates in effect during the year.  Unrealized translation
    gains and losses are not included in determining net income but are
    accumulated and reported as a separate component of shareholders' equity.
    Net realized gains and losses resulting from foreign currency transactions
    are credited or charged to income.

    73% of the Company's revenues are earned in Singapore, Malaysia and
    Thailand.  These countries have been significantly affected, and will
    continue to be affected, by currency volatility in the Southeast Asia
    Region.

    Other Assets - The excess of cost over net assets acquired is included in
    other assets and is being amortized over 5-10 years.  The Company reviews
    the carrying value of all intangible assets on a regular basis, and if
    future cash flows are believed insufficient to recover the remaining
    carrying value of an intangible asset, the carrying value is written down in
    the period the impairment is identified to its estimated fair value.

    Taxes on Income - Deferred taxes are computed annually for differences
    between the financial statement basis and tax basis of assets and
    liabilities that will result in taxable or deductible amounts in the future.
    Such deferred income tax asset and liability computations are based on
    enacted tax laws and rates applicable to periods in which the differences
    are expected to reverse. Valuation allowances are established when necessary
    to reduce deferred income tax assets to the amount expected to be realized.

                                      -25-
<PAGE>
 
    Retained earnings - It is the intention of the Company to reinvest earnings
    of its foreign subsidiaries in the operations of those subsidiaries.
    Accordingly, no provision has been made for U.S. income and foreign
    withholding taxes which would result if such earnings were repatriated. The
    amount of earnings retained in foreign subsidiaries is $6,231,000 at June
    26, 1998.
  
    Research and Development Costs - The Company incurred research and
    development costs of $158,000 in 1998, $18,782 in 1997 and $46,000 in 1996
    which were charged to cost of sales as incurred.

    Purchase of Universal Systems - In November 1997, The Company purchased
    Universal Systems, a manufacturer of wet-process stations in Campbell,
    California.  Universal was purchased for $524,000 which consisted of cash of
    $250,000, common stock of $250,000 and acquisition expenses of $24,000.

    Stock Based Compensation - In October 1995, the Financial Accounting
    Standards Board (FASB) issued Statement of Financial Accounting Standards
    (SFAS) No. 123, Accounting for Stock-Based Compensation. The Company has
    determined that it will not change to the fair value method and will
    continue to use Accounting Principles Board Opinion No. 25 for measurement
    and recognition of employee stock-based transactions.

    Earnings per Share - The Company adopted the Statement of Financial
    Accounting Standards No. 128 ("SFAS"), "Earnings per Share". SFAS 128
    replaces the presentation of primary and fully diluted earnings per share
    ("EPS") with a presentation of basic EPS based upon the weighted-average
    number of common shares and also requires dual presentation of basic and
    diluted EPS for companies with "complex capital structures". EPS for the
    current and prior periods has been presented in conformity with the
    provisions of SFAS 128. The following table is a reconciliation of the
    weighted-average shares used in the computation of basic and diluted EPS for
    the years presented herein:

<TABLE>
<CAPTION>
                                                                        June 26,             June 27,             June 28,
                                                                          1998                 1997                 1996
                                                                  -----------------    -----------------    -----------------
<S>                                                              <C>                  <C>                 <C> 
            Net income used to compute basic
              and diluted earnings per share                         $      831,000       $    1,002,000       $      806,000
                                                                  -----------------    -----------------    -----------------
 
            Weighted average number of common
              shares outstanding - basic                                  2,413,000            1,850,000            1,793,000
 
            Dilutive effect of stock options and warrants                    71,000              111,000              136,000
                                                                  -----------------    -----------------    ----------------- 
            Number of shares used to compute
              primary earnings per share - diluted                        2,484,000            1,961,000            1,929,000
                                                                  =================    =================    =================
</TABLE>

    New Accounting Pronouncements - In June 1997, the FASB issued SFAS No. 130,
    Reporting Comprehensive Income. The Company anticipates adopting this
    standard for fiscal 1999. The Company is unable to determine whether the
    adoption will have a material impact on the financial position or results of
    operations of the Company.

    In June 1997, the FASB issued SFAS No. 131, Disclosures about Segments of an
    Enterprise and Related Information. The Company adopted this pronouncement
    for the year ended June 26, 1998.

    Reclassification - Certain reclassifications have been made to the previous
    year's financial statements to conform to current year presentation.

    Fair Values of Financial Instruments - The carrying value of trade accounts
    receivable, inventories, trade accounts payable and accrued expenses
    approximate the fair value due to their short-term maturities. The carrying
    value of the Company's lines of credit are considered to approximate their
    fair value because the interest rates are based on variable reference rates.
    The amount of long-term debt is not significant.

    Concentration of credit risk - Financial instruments that subject the
    Company to credit risk consists primarily of accounts receivables.
    Concentration of credit risk with respect to accounts receivable is
    generally diversified due to the number of entities composing the Company's
    customer base and their geographic dispersion. The Company had one major
    customer which accounted for 16% of the Company's sales during fiscal year
    1998; this customer represented 9% of accounts receivable at June 26, 1998.
    Two major customers which accounted for 13% and 22% of the Company's sales
    during 

                                      -26-
<PAGE>
 
    fiscal year 1997 and represented 10% and 23% of accounts receivable at June
    27, 1997. Two customers accounted for 14% and 20% of sales during fiscal
    year 1996 and represented 7% and 16% of accounts receivable at June 28,
    1996.. The Company has no significant concentration of credit risks other
    than discussed above and performs ongoing credit evaluations of its
    customers and maintains an allowance for potential credit losses. The 
    allowance for doubtful accounts is composed of:
 
<TABLE>
<CAPTION>
                                                       June 26,                    June 27,                    June 28,
                                                        1998                        1997                        1996
                                                ------------------          ------------------          ------------------
            <S>                                 <C>                            <C>                      <C>                     
              Beginning                            $       404,000             $       177,000             $        10,000
              Additions charged to
               cost and expenses                             90,000                     376,000                     178,000
              Actual write-offs                             (26,000)                   (149,000)                    (11,000)
                                                 ------------------          ------------------          ------------------
              Ending                               $        468,000             $       404,000             $       177,000
                                                 ==================          ==================          ==================
</TABLE>

2.  INVENTORIES

    Inventories consist of the following:

<TABLE>
<CAPTION>
                                                      June 26,                   June 27,         
                                                        1998                       1997           
                                                ------------------         ------------------     
            <S>                                 <C>                         <C>                   
              Raw materials                        $       905,000            $       551,000     
              Work in progress                             696,000                    526,000     
              Finished goods                               455,000                    707,000     
                                                ------------------         ------------------     
                                                   $     2,056,000            $     1,784,000     
                                                ==================         ==================     
</TABLE>

3.  PROPERTY AND EQUIPMENT 

    Property and equipment consist of the following:

<TABLE>
<CAPTION>
                                                                                June 26,                        June 27,
                                                                                  1998                            1997
                                                                           ------------------              ------------------
            <S>                                                            <C>                           <C>    
              Building and improvements                                     $     1,806,000                 $     2,308,000
              Leasehold improvements                                                928,000                       1,020,000
              Machinery and equipment                                             9,525,000                      10,084,000
              Furniture and fixtures                                              1,713,000                       1,853,000
              Equipment under capital leases                                        797,000                       1,328,000
                                                                         ------------------              ------------------
                                                                                 14,769,000                      16,593,000
 
              Less:
                 Accumulated depreciation and amortization                        9,427,000                      11,080,000
                 Accumulated amortization on
                  equipment under capital leases                                    673,000                       1,092,000
                                                                         ------------------              ------------------
                 Net property and equipment                                 $     4,669,000                 $     4,421,000
                                                                         ==================              ==================
</TABLE>

                                      -27-
<PAGE>
 
4.  OTHER ASSETS
    Other assets consist of the following:

<TABLE>
<CAPTION>
                                                                         June 26,                  June 27,
                                                                           1998                      1997
                                                                    ------------------        ------------------
            <S>                                                   <C>                        <C>        
               Cost in excess of net assets                                             
                 acquired, net of accumulated                                           
                 amortization of $526,000 (1998)                                        
                 and $459,000 (1997)                                   $       611,000           $       178,000
              Other                                                             15,000                    86,000
                                                                    ------------------        ------------------
              Total                                                    $       626,000           $       264,000
                                                                    ==================        ==================
</TABLE>

5.  LINES OF CREDIT
 
    The Company's subsidiary, TTI Pte, has a secured credit agreement with a
    bank which provides for a total line of credit of $3,125,000. The agreement
    contains certain debt covenants including maintaining a minimum net worth of
    $2,400,000 at TTI Pte. Borrowings under the line were $481,000 and nil at
    the end of fiscal 1998 and 1997, respectively. The interest rate on
    borrowings is at the bank's prime rate (8.25% at June 26, 1998) plus 1.25%.
    Borrowings under this agreement are collateralized by substantially all of
    TTI Pte's assets. This line of credit expires in March 1999.
  
    The Company's subsidiary, TTM has a secured credit agreement with a bank
    which provides for a total line of credit of $132,000.  At June 26, 1998 and
    June 27, 1997, there were no borrowings outstanding. The line of credit
    bears interest at the bank's reference rate (12.3% at June 26, 1998) plus
    2.75%. This line of credit expires in May 1999.
    
    The Company's subsidiary, TTBK, has a line of credit which provides for
    borrowings of approximately $48,000. Interest on the line is at the bank's
    reference rate (15.75% at June 26, 1998) plus 1.0%. There were no borrowings
    against this line as of June 26, 1998. This line of credit does not have an
    expiration date.
  
    The Company obtained a revolving line of credit of $150,000 from a bank
    bearing interest at 1.8% above the bank's reference rate (9.75% at June 26,
    1998).  Borrowings under the line amounted to $150,000 as of June 26, 1998
    and June 27, 1997.  This line of credit expires in February 1999.

6.  ACCRUED EXPENSES

    Accrued expenses consist of the following:

<TABLE>
<CAPTION>
                                                                         June 26,                        June 27,
                                                                           1998                            1997
                                                                    ------------------              ------------------
             <S>                                                    <C>                             <C> 
              Payroll and related                                      $     1,280,000                 $     1,655,000
              Other                                                          2,524,000                       1,950,000
                                                                    ------------------              ------------------
              Total                                                    $     3,804,000                 $     3,605,000
                                                                    ==================              ==================
</TABLE>

                                      -28-
<PAGE>
 
7.  LONG-TERM DEBT AND CAPITALIZED LEASES
 
    Long-term debt and capitalized leases consist of the following:

<TABLE>
<CAPTION>
                                                                                              June 26,                   June 27,
                                                                                                1998                       1997
                                                                                          ---------------            ---------------

           <S>                                                                         <C>                       <C>  
              Capitalized lease obligations, due in
                 various installments through 1998 bearing
                 interest at approximately 8.0% and 9.75%,
                 collateralized by leased assets (see Note 9)                            $       197,000            $       289,000
 
              Mortgage loan, due in monthly
                 installments through 2001, bearing
                 interest at 9.9%.                                                               294,000                    338,000
 
              Mortgage loan, due in monthly
                 installments through 1998, bearing interest
                 at 1.0% above bank reference rate (15.75% at
                 June 26, 1998), collateralized by land and building
                 in TTBk.                                                                        123,000                    254,000
 
              Note payable to officer and shareholder, bearing
                 interest at 10%, due January 1, 1998, unsecured.                                                            40,000
                                                                                      ------------------         ------------------
                                                                                                 614,000                    921,000
                             Less current portion                                                188,000                    198,000
                                                                                      ------------------         ------------------
                                                                                         $       426,000            $       723,000
                                                                                      ==================         ==================
</TABLE>
    Maturities of long-term debt as of June 26, 1998 are as follows (exclusive
    of capital lease obligations):

<TABLE>
<CAPTION>
              Fiscal
               Year
           ----------
          <S>                                                                <C> 
                 1999                                                          $       103,000
                 2000                                                                  134,000
                 2001                                                                  140,000
                 2002                                                                   40,000
                                                                               ---------------
                                                                               $       417,000
                                                                                ==============
</TABLE>

8.  TAXES ON INCOME

    The provision for income taxes consists of the following:

<TABLE>
<CAPTION>
                                                                              Year Ended
                                                ----------------------------------------------------------------
                                                        June 26,               June 27,                June 28,
                                                          1998                   1997                    1996
                                                -----------------      -----------------       -----------------
           <S>                                 <C>                    <C>                      <C> 
            Current:
               Domestic                            $       24,000         $     (157,000)         $        1,000
               Foreign                                    235,000              1,426,000               1,009,000
                                                -----------------      -----------------       -----------------
                                                          259,000              1,269,000               1,010,000
                                                -----------------      -----------------       -----------------
 
            Deferred:
               Domestic                                   -                      -                       -
               Foreign                                   196,000                 (5,000)                 99,000
                                                -----------------      -----------------       -----------------
                                                   $      455,000         $    1,264,000          $    1,109,000
                                                =================      =================       =================
</TABLE>
                                                                               
                                      -29-
<PAGE>
 
The pre-tax income (loss) before minority interest related to domestic and
foreign operations is as follows:

<TABLE>
<CAPTION>
                                                                              Year Ended
                                                   -------------------------------------------------------------
                                                       June 26,                June 27,                June 28,
                                                         1998                    1997                    1996
                                                   -------------          -----------------       --------------
          <S>                                    <C>                   <C>                    <C>                 
            Domestic                              $      (18,000)         $     (137,000)         $      380,000
            Foreign                                    1,323,000               3,544,000               2,478,000
                                               -----------------       -----------------       -----------------
                                                  $    1,305,000          $    3,407,000          $    2,858,000
                                               =================       =================       =================
</TABLE>

The reconciliation between the U.S. federal statutory tax rate and the effective
income tax rate is as follows:

<TABLE>
<CAPTION>
                                                                                         Year Ended
                                                         ----------------------------------------------------------------------
                                                              June 26,                 June 27,                 June 28,
                                                               1998                     1997                     1996
                                                         --------------------     --------------------     --------------------
       <S>                                              <C>                       <C>                      <C>                      

         Statutory federal tax rate                                  35%                     35%                     35%
         Foreign income taxed at lower rates                       (11)%                   (24)%                   (22)%
         Deferred income tax asset valuation allowance                8%                     26%                     26%
         Other                                                        3%
                                                         --------------------     --------------------     --------------------
         Effective rate                                              35%                     37%                     39%
                                                         ====================     ====================     ====================
</TABLE>

The Company files income tax returns in several countries.  Income in one
country is not offset by losses in another country. Accordingly, no benefit is
provided for losses in countries except where the loss can be carried back
against income recognized in previous years. Income taxes are provided in those
countries where income is earned. The effect of providing tax against profits
while not providing benefit for losses results in an effective tax rate which
differs from the federal statutory rate.
 
The components of deferred income tax assets (liabilities) are as follows:

<TABLE>
<CAPTION>
                                                                         June 26,                   June 27,
                                                                          1998                       1997
                                                                --------------------       --------------------
<S>                                                            <C>                         <C>    
     Deferred income tax assets:
        Net operating loss carry forward                          $       1,245,000          $       1,087,000
        Provision for local tax                                             189,000                    153,000
        Provision for bad debts                                             181,000                    100,000
        Reserve for obsolescence                                             42,000                     82,000
        Other                                                                28,000                     58,000
                                                                --------------------       --------------------
        Total deferred income tax assets                                  1,685,000                  1,480,000
 
     Deferred income tax liabilities:
        Depreciation                                                       (315,000)                  (367,000)
        Other                                                              (265,000)                  (409,000)
                                                                --------------------       --------------------
        Total income tax liabilities                                       (580,000)                  (776,000)
                                                                --------------------       --------------------
          Subtotal                                                         1,105,000                    704,000
     Valuation allowance                                                 (1,685,000)                (1,480,000)
                                                                --------------------       --------------------
     Net deferred income tax liability                            $        (581,000)         $        (776,000)
                                                                ====================       ====================
</TABLE>


    At June 26, 1998 the Company has net operating loss carryforwards of
    approximately $2,870,000 available to offset future U.S. federal taxes,
    which expire as follows: $2,434,000 in 2005 and $436,000 in 2006.

                                      -30-
<PAGE>
 
9.  COMMITMENTS AND CONTINGENCIES

    The Company leases certain of its facilities and equipment under long-term
    agreements expiring at various dates through 2030.  Certain of these leases
    require the Company to pay real estate taxes and insurance and provide for
    escalation of lease costs based on certain indices.  Future minimum payments
    under capital leases and noncancellable operating leases as of June 26, 1998
    are as follows:

<TABLE>
<CAPTION>
                                                             Capital                           Rental
                            Fiscal Year                      Leases                          Commitment
                           -------------              --------------------              --------------------
                           <S>                        <C>                               <C>                              
                                 1999                 $          85,000                 $         344,000
                                 2000                            92,000                           220,000
                                 2001                            20,000                           104,000
                                 2002                                                              56,000
                                 2003                                                              56,000
                                 Thereafter                                                     2,082,000
                                                   --------------------              --------------------
                                 Total minimum
                                  lease payments      $         197,000                 $       2,862,000
                                                   ====================              ====================
</TABLE>

    Total rental expense on all operating leases, both cancelable and
    noncancelable, amounted to $407,000 in 1998, $371,000 in 1997 and $768,000
    in 1996.  Total rental income under sublease was $70,000 in 1998, $138,000
    in 1997 and $232,000 in 1996.

    On August 24, 1995, the Company was named in a civil action brought against
    106 defendants alleging that they may have caused or contributed to soil and
    groundwater contamination that required the plaintiff to pay $3,750,000 to
    the Federal Environmental Protection Agency to settle.  The Company has not
    yet had the opportunity to investigate the allegations.    In the opinion of
    management, based on its present information, this matter should not have a
    material impact on the Company's consolidated financial statements.

10. STOCK OPTIONS

   The Company has three stock option plans under which officers, directors and
   employees are eligible to receive options to purchase shares of the Company's
   common stock. One of these plans, adopted in 1988, has been terminated except
   for outstanding options, which are still exercisable, to purchase an
   aggregate of 188,000 shares.  Additionally, the Board of Directors issues
   non-qualified options at their discretion at a price not less than fair
   market value at the date of grant.
 
   On December 8, 1997, the Company's shareholders approved the Company's 1998
   Stock Option Plan (the 1998 Plan) under which employees, officers, directors
   and consultants receive options to purchase the Company's common stock at a
   price that is not less than 100 percent of the fair market value at the date
   of grant.  There are 300,000 shares authorized for grant under the 1998 Stock
   Option Plan.
 
   On December 8, 1997, the Company's shareholders  approved the Directors Stock
   Option Plan (the "Directors Plan") under which duly elected non-employee
   Directors and the President (if he or she is a director of the Company) of
   the Company (currently seven individuals) receive options to purchase the
   Company's common stock at a price of 85% of the fair market value of the
   underlying shares on the date of grant.  The shares are nonqualified and
   there are 150,000 shares authorized for grant under the Directors Plan.
 
   The Company applies Accounting Principles Board Opinion No. 25, Accounting
   for Stock Issued to Employees, and related interpretations in accounting for
   its Plan.  Accordingly, no compensation expense has been recognized.  Had
   compensation cost for the Company's Plan been determined based upon the fair
   value at the grant date for awards under this Plan consistent with the
   methodology prescribed under Statement of Financial Accounting Standards No.
   123, Accounting for Stock Based Compensation, the Company's net income and
   earnings per share would have been reduced to the pro  forma amounts
   indicated below:
 
                                      -31-
<PAGE>
 
<TABLE>
<CAPTION>
                                                                Year Ended                           Year Ended
                                                               June 26, 1998                       June 27, 1997
                                                            -----------------                    -----------------
          <S>                                              <C>                                  <C>                              
            Net Income:
                As Reported                               $            831,000                    $       1,002,000
                Pro forma                                 $            (25,000)                   $         440,000
 
            Basic earnings per Share:
                As Reported                               $               0.34                    $            0.51
                Pro forma                                 $             (0.01)                    $            0.23
</TABLE>
                                                                               
   The fair value of the options granted during fiscal 1998 is $7.19 on the date
   of grant using the Black Scholes option-pricing model with the assumptions
   listed below.
 
<TABLE>
<CAPTION>
                                                                  Year Ended                           Year Ended
                                                                 June 26, 1998                        June 27, 1997
                                                              -----------------                    -----------------
          <S>                                                <C>                                  <C>  
            Volatility                                                    49.3%                                41.7%
            Risk free interest rate                                  5.36-5.69%                                 6.1%
            Expected life (years)                                          3.9                                  2.1
</TABLE>

 
             The following tables summarize information concerning outstanding
   and exercisable options at June 26, 1998 and June 27, 1997.
 
<TABLE>
<CAPTION>
                                                  Year Ended June 27, 1997
----------------------------------------------------------------------------------------------------------------------------
                        Options and Warrants Outstanding                                   Options and Warrants Exercisable
--------------------------------------------------------------------------        ------------------------------------------
               Number           Weighted Average               Weighted                  Number                  Weighted
             Outstanding            Remaining                  Average                Exercisable                Average
            June 26, 1998       Contractual Life            Exercise Price           June 26, 1998            Exercise Price
         ----------------    --------------------    ---------------------        -----------------    ---------------------
        <S>                  <C>                    <C>                          <C>                  <C>                      
                   18,750                    0.45       $             1.60                   18,750       $             1.60
                   20,625                    1.45                     2.17                   20,625                     2.17
                   36,375                    2.32                     3.00                   27,281                     3.00
                   22,500                    2.32                     3.67                   11,250                     3.67
                    1,313                    2.32                     3.00                      984                     3.00
                    5,625                    3.47                     3.67                    2,813                     3.67
                   30,000                    3.58                     4.67                   30,000                     4.67
                   22,500                    3.58                     5.67                   22,500                     5.67
                   30,000                    4.27                     5.34                   30,000                     5.34
                   45,000                    4.27                     7.70                   45,000                     7.70
                   50,000                    4.35                     7.70                   12,500                     7.70
                  349,600                    4.36                     7.00                  349,600                     7.00
                    5,000                    4.45                     7.00                    1,250                     7.00
         ----------------    --------------------        -----------------        -----------------        -----------------
                  637,288                    3.91       $             6.17                  572,553       $             6.18
         ================    ====================        =================        =================        =================
</TABLE>

Included in the total option and warrants outstanding at June 26, 1998 were 
444,600 warrants issued in fiscal 1998 which permit purchase of common stock at
an average price of $7.15.

                                      -32-
<PAGE>
 
   The following table summarizes the stock option activity for the three years
   ended June 26, 1998:

<TABLE>
<CAPTION>
                                                                                                 Number of
                                                  Stock Options                                   Shares
         ------------------------------------------------------------------------------      -------------
        <S>                                                                                  <C>           
            Balance at June 30, 1995 (weighted average price of $2.38 per share)                   295,791
               Granted at a weighted average price of $4.50 per share                               45,750
               Exercised at a weighted average price of $1.52 per share                           (37,871)
               Canceled at a weighted average price of $1.52 per share                             (1,875)
 
            Balance at June 28, 1996 (weighted average price of $1.78 per share)                   301,796
               Granted at a weighted average price of $5.50 per share                               28,500
               Exercised at a weighted average price of $2.30 per share                          (128,250)
               Canceled at a weighted average price of $1.52 per share                             (9,084)
 
            Balance at June 27, 1997 (weighted average price of $2.06 per share)                   192,962
               Granted at a weighted average price of $7.19 per share                               87,500
               Exercised at a weighted average price of $1.66 per share                           (87,774)
               Canceled at a weighted average price of $0.00 per share                                   0
                                                                                             ------------- 
            Balance at June 26, 1998 (weighted average price of $4.77 per share)                   192,688
                                                                                             =============
                                                                                             -------------
            Options exercisable at June 26, 1998                                                   139,553
                                                                                             =============
</TABLE>

11. SHAREHOLDERS' EQUITY

    In July 1997, the Board of Directors approved a three-for-two stock split.
    The date of distribution was October 7, 1997.  All figures presented in
    these financial statements give effect to this stock split.
 
12. BUSINESS SEGMENTS

    The Company operates principally in three industry segments, the designing
    and manufacturing of equipment that tests the structural integrity of
    integrated circuits and other products which measure the rate of turn, the
    testing service industry that performs structural and electronic tests of
    semiconductor devices and the distribution of various products from other
    manufacturers in Singapore and Southeast Asia.

    The allocation of the cost of equipment, the current year investment in new
    equipment and depreciation expense have been made on the basis of the
    primary purpose for which the equipment was acquired.

    The Company's wholly owned subsidiary, TTI Pte. in Singapore (including TTI
    Pte.'s wholly owned subsidiaries TTTS Pte and TTBk, 55% owned joint venture
    of Trio-Tech Malaysia, another subsidiary wholly owned by Trio-Tech Malaysia
    and 73% owned PESB), operates in the manufacturing, the testing service and
    the distribution industry segments.

    All intersegment sales are sales from the manufacturing segment to the
    testing and distribution segment.  Corporate assets mainly consist of cash
    and prepaid expenses.  Corporate expenses mainly consist of salaries,
    insurance, professional expenses and directors' fees.

<TABLE>
<CAPTION>
                                                           1998                   1997                   1996
                                                  -------------------    -------------------    -------------------
           <S>                                     <C>                     <C>                   <C>
            Revenues:                                      
               Manufacturing                         $      6,335,000       $      6,334,000       $      6,069,000
               Testing                                      8,437,000             12,004,000             12,756,000
               Distribution                                 7,080,000              3,210,000              4,360,000
                                                   ------------------     ------------------    -------------------
                  Total revenues                     $     21,852,000       $     21,548,000       $     23,185,000
                                                   ==================     ==================    ===================
</TABLE>

                                      -33-
<PAGE>
 
<TABLE>
<CAPTION>
 
Operating profit:
<S>                                           <C>             <C>             <C>
  Manufacturing                               $  (443,000)    $  (881,000)    $  (367,000)
  Testing                                         712,000       3,772,000       3,238,000
  Distribution                                    643,000          20,000        (363,000)
                                              -----------     -----------     -----------
    Total operating profit                        912,000       2,911,000       2,508,000
                                              -----------     -----------     -----------
  Corporate income (expenses)                      57,000         146,000         204,000
                                              -----------     -----------     -----------
    Total operating profit                    $   969,000     $ 3,057,000     $ 2,712,000
                                              ===========     ===========     ===========
 
Depreciation and amortization:
  Manufacturing                               $   237,000     $   263,000     $   206,000
  Testing                                         579,000       1,074,000       1,316,000
  Distribution                                     62,000          22,000          39,000
                                              -----------     -----------     -----------
    Total depreciation and amortization       $   878,000     $ 1,359,000     $ 1,561,000
                                              ===========     ===========     ===========
 
Capital expenditures:
  Manufacturing                               $   804,000     $   469,000     $   234,000
  Testing                                       1,741,000         452,000       1,050,000
  Distribution                                     29,000           5,000         537,000
                                              -----------     -----------     -----------
    Total capital expenditures                $ 2,574,000     $   926,000     $ 1,821,000
                                              ===========     ===========     ===========
 
Identifiable assets:
  Manufacturing                               $ 7,345,000     $ 4,027,000     $ 3,650,000
  Testing                                       6,589,000      10,667,000       9,562,000
  Distribution                                  5,171,000       3,818,000       4,145,000
  Corporate                                       226,000          16,000          59,000
                                              -----------     -----------     -----------
    Total assets                              $19,331,000     $18,528,000     $17,416,000
                                              ===========     ===========     ===========
 
 
Net sales into regions:
  United States                               $ 4,408,000     $ 2,624,000     $ 2,671,000
  Southeast Asia                               15,894,000      17,999,000      19,333,000
  Ireland                                       1,550,000         925,000       1,181,000
                                              -----------     -----------     -----------
    Total net sales                           $21,852,000     $21,548,000     $23,185,000
                                              ===========     ===========     ===========
 
Operating (loss) profit:
  United States                               $    35,000     $  (151,000)    $   176,000
  Southeast Asia                                  891,000       3,077,000       2,311,000
  Ireland                                         (14,000)        (15,000)         21,000
                                              -----------     -----------     -----------
    Total operating profit                        912,000       2,911,000       2,508,000
                                              -----------     -----------     -----------
  Corporate income (expenses)                      57,000         146,000         204,000
                                              -----------     -----------     -----------
    Total operating profit                    $   969,000     $ 3,057,000     $ 2,712,000
                                              ===========     ===========     ===========
 
Assets:
  United States                               $ 5,926,000     $ 1,855,000     $ 2,143,000
  Southeast Asia                               12,545,000      15,951,000      14,422,000
  Ireland                                         860,000         722,000         851,000
                                              -----------     -----------     -----------
    Total assets                              $19,331,000     $18,528,000     $17,416,000
                                              ===========     ===========     ===========
</TABLE>

                                      -34-
<PAGE>
 
     The Company exports a portion of its equipment. Export sales by geographic
area are as follows:
<TABLE>
<CAPTION>
                                                June 26,        June 27,        June 28,
                                                  1998            1997            1996
                                              -----------     -----------     -----------
<S>                                           <C>             <C>             <C>
            Southeast Asia                    $   836,000     $ 1,179,000     $   957,000
            Europe                                558,000         153,000         646,000
            All others                            175,000         108,000         157,000
                                              -----------     -----------     -----------
                                              $ 1,569,000     $ 1,440,000     $ 1,760,000
                                              ===========     ===========     ===========
</TABLE>

 
 13.      QUARTERLY FINANCIAL DATA (UNAUDITED)
 
          The Company's summarized quarterly financial data are as follows:

<TABLE>
<CAPTION>
Year ended June 27, 1997                                 SEP. 27,           DEC. 27,           MAR. 28,           JUN. 27,
                                                    ----------------    ---------------     --------------   --------------
<S>                                                  <C>               <C>                <C>                <C>
Revenues                                             $      5,616        $     5,419         $    5,031       $      5,482
Expenses                                                    4,647              4,692              4,348              4,454
                                                    ----------------    ---------------     --------------   --------------
Income before income taxes and
        Minority interest                                     969                727                683              1,028
Income taxes                                                  421                251                228                364
                                                    ----------------    ---------------     --------------   --------------
Income before minority interest                               548                476                455                664
Minority interest                                            (379)              (274)              (157)              (331)
                                                    ----------------    ---------------     --------------   --------------
Net income                                           $        169        $       202         $      298       $        333
                                                    ================    ===============     ==============   ==============
 
Net income per share:
Basic                                                $       0.09        $      0.11         $     0.16       $       0.18
                                                    ================    ===============     ==============   ==============
 
Fully diluted                                        $       0.09       $       0.10       $       0.15       $       0.17
                                                    ================    ===============     ==============   ==============
</TABLE> 


<TABLE> 
<CAPTION>  

Year ended June 27, 1997                                 SEP. 26,           DEC. 26,           MAR. 27,           JUN. 26,
                                                    ----------------    ---------------     --------------   --------------
<S>                                                  <C>               <C>                <C>                <C>  
Revenues                                             $      5,095        $     4,811         $    5,558       $      6,388
Expenses                                                    4,674              4,572              5,330              5,970
                                                    ----------------    ---------------     --------------   --------------
 
Income before income taxes and
        Minority interest                                     421                239                228                418
Income taxes                                                  162                 95                149                 49
                                                    ----------------    ---------------     --------------   --------------
Income before minority interest                               259                144                 79                369
Minority interest                                             (48)                37                127               (136)
                                                    ----------------    ---------------     --------------   --------------
Net income                                           $        211        $       181         $      206       $        233
                                                    ================    ===============     ==============   ==============
 
Net income per share:
Basic                                                $       0.11       $       0.08       $       0.08       $       0.08
                                                    ================    ===============     ==============   ==============
 
Fully diluted                                        $       0.10       $       0.08       $       0.08       $       0.08
                                                    ================    ===============     ==============   ==============
</TABLE>

                                      -35-