TIE COMMUNICATIONS INC
10-Q/A, 1994-11-14
TELEPHONE & TELEGRAPH APPARATUS
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                    SECURITIES AND EXCHANGE COMMISSION      
                          WASHINGTON, D.C.  20549
               
                                FORM 10-Q/A

                             Amendment No. 1
                                   to

(Mark One)

  X       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 1994

               OR
                                     
___  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             1-7960                        

                           TIE/communications, Inc.
            (Exact name of registrant as specified in its charter)

              Delaware                                06-0872068
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
  incorporation or organization)

8500 W. 110th Street, Overland Park, Kansas                      66210         
  (Address of principal executive offices)                     (Zip Code)

Registrant's telephone number, including area code:  (913) 344-0400

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed 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  ____

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.    

     Yes     X      No  ____

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:


     Date                Class                    Shares Outstanding  
June 30, 1994       Common Stock, par                 3,981,338       
                    value $.10 per share    
                    
                    TIE/communications, Inc. and Subsidiaries

                                     INDEX
 

PART I.   FINANCIAL INFORMATION
     
          Item 1.   Financial Statements

          Consolidated Balance Sheets - June 30, 1994 and
               December 31, 1993                                         3 - 4

          Consolidated Statements of Operations -
               Six Months Ended June 30, 1994 and 1993                     5

          Consolidated Statements of Operations -
               Three Months Ended June 30, 1994 and 1993                   6

          Consolidated Statements of Cash Flows -
               Six Months Ended June 30, 1994 and 1993                   7 - 8

          Notes to Consolidated Financial Statements                     9 - 10

          Item 2.   Management's Discussion and Analysis
                    of Financial Condition and Results of
                    Operations                                          11 - 13


                                      -1-



Part I.   FINANCIAL INFORMATION

The condensed financial statements included herein have been provided by
Registrant, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission.  Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations, however, Registrant believes that the
disclosures are adequate to make the information presented not misleading. 
These condensed financial statements should be read in conjunction with the
financial statements and the notes thereto included in the Registrant's Annual
Report on Form 10-K/A for the fiscal year ended December 31, 1993.

The condensed interim financial statements included herein, which are unaudited,
include, in the opinion of management, all adjustments (consisting primarily of
normal recurring accruals) necessary to present fairly the consolidated
financial position and consolidated results of operations of the Registrant and
its subsidiaries (hereinafter sometimes collectively referred to as the
"Company") for the periods presented.  The December 31, 1993 balance sheet is
derived from the audited financial statements presented in the Registrant's
Annual Report on Form 10-K/A.

                                      -2-


Item 1.  Financial Statements

                   TIE/communications, Inc. and Subsidiaries
                          CONSOLIDATED BALANCE SHEETS

                                    ASSETS

                                                 June 30,        December 31,
                                               1994 (Note 6)     1993 (Note 6)
                                               -------------     -------------
                                                (Unaudited)
Current assets:
 Cash and cash equivalents                      $ 1,428,000        $8,133,000
 Notes and accounts receivable, net
  of allowance for doubtful accounts:
   June 30, 1994 - $1,704,000               
   December 31, 1993 - $1,529,000                12,689,000        12,520,000
 Inventories                                     15,880,000        14,223,000
 Restricted cash equivalents                        290,000           290,000
 Current portion of long-term notes receivable      261,000           276,000
 Current deferred tax assets, net                   232,000           232,000
 Prepaid expenses                                   906,000         1,053,000
 Miscellaneous                                    2,343,000         2,154,000
                                               ------------      ------------ 

   Total current assets                          34,029,000        38,881,000

 Property, net                                    2,000,000         1,874,000
 Intangible assets, net                          20,116,000        19,655,000
 Long-term deferred tax assets, net               1,479,000         1,954,000
 Long-term notes receivable                         354,000           473,000
 Other assets                                       157,000           157,000
                                               ------------      ------------ 

   Total assets                                 $58,135,000       $62,994,000
                                               ------------      ------------ 
                                               ------------      ------------ 



See accompanying Notes to Consolidated Financial Statements.

                                      -3-

                   TIE/communications, Inc. and Subsidiaries
                          CONSOLIDATED BALANCE SHEETS

                     LIABILITIES AND STOCKHOLDERS' EQUITY

                                         June 30,        December 31,
                                       1994 (Note 6)     1993 (Note 6)
                                       -------------     -------------
                                        (Unaudited)
Current liabilities:

 Notes payable and current
  maturities of long-term debt         $ 1,000,000          $1,424,000
 Accounts payable                        4,356,000           7,802,000
 Accrued expenses                       12,598,000          10,665,000
 Restructuring reserves                    221,000             777,000
 Deferred service revenue                9,698,000          10,207,000
 Income taxes payable                    2,109,000           2,353,000
                                       -----------         -----------
   Total current liabilities            29,982,000          33,228,000

Other non-current liabilities              434,000             739,000
Long-term tax liability                  4,338,000           4,370,000
Minority interest                          157,000           1,735,000
                                       -----------         -----------
   Total liabilities                    34,911,000          40,072,000
                                       -----------         -----------

Stockholders' equity:
 Common stock, par value $0.10             399,000             399,000  
     Authorized - 10,000,000 shares
     Issued - 3,988,392 shares
     Outstanding - 3,981,338 shares
 Additional paid-in capital             19,217,000          19,217,000
 Retained earnings                       2,692,000           2,408,000
 Common stock in treasury, at cost         (60,000)            (60,000)
                                       -----------         -----------
                                        22,248,000          21,964,000

 Cumulative currency translation 
  adjustment                               976,000             958,000
                                       -----------         -----------

   Total stockholders' equity           23,224,000          22,922,000
                                       -----------         -----------

   Total liabilities and 
    stockholders' equity               $58,135,000         $62,994,000
                                       -----------         -----------
                                       -----------         -----------

See accompanying Notes to Consolidated Financial Statements.

                                      -4-

                   TIE/communications, Inc. and Subsidiaries
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)

                                           Six Months Ended June 30,     
                                         ---------------------------
                                         1994 (Note 6)      1993       
                                         -------------  ------------
 Net revenue:
   Equipment sales                       $  47,099,000  $ 35,304,000
   Services provided                        14,318,000    12,456,000

                                         -------------  ------------
                                            61,417,000    47,760,000
                                         -------------  ------------
 Cost of sales:
   Equipment sales                          25,768,000    18,771,000
   Services provided                         6,233,000     4,661,000
                                         -------------  ------------
                                            32,001,000    23,432,000
                                         -------------  ------------
 Gross margin:
   Equipment sales                          21,331,000    16,533,000
   Services provided                         8,085,000     7,795,000
                                         -------------  ------------
                                            29,416,000    24,328,000
                                         -------------  ------------
                                                  47.9%         50.9%
                                                                   
 Operating expenses                         29,344,000    24,274,000
                                         -------------  ------------

 Operating income from 
   consolidated operations                      72,000        54,000

 Interest income                               152,000       444,000
 Interest expense                             (112,000)     (344,000)
 Other income, net                             715,000       740,000
                                         -------------  ------------

 Pretax income                                 827,000       894,000
 Provision for income taxes                    475,000       372,000
                                         -------------  ------------
                                                     
 Income before minority interest               352,000       522,000
 Minority interest                              68,000        24,000
                                         -------------  ------------

 Net income                              $     284,000  $    498,000
                                         -------------  ------------
                                         -------------  ------------

 Primary and fully diluted income 
  per share                              $        0.07  $       0.13
                                         -------------  ------------
                                         -------------  ------------

 Average shares outstanding                  3,981,338     3,981,338


 See accompanying Notes to Consolidated Financial Statements.

                                      -5-

                   TIE/communications, Inc. and Subsidiaries
                     CONSOLIDATED STATEMENTS OF OPERATIONS

                                  (Unaudited)


                                         Three Months Ended June 30,   
                                         ---------------------------
                                         1994 (Note 6)      1993       
                                         -------------  ------------
 Net revenue:
   Equipment sales                       $  24,434,000  $ 17,663,000
   Services provided                         7,280,000     6,348,000
                                         -------------  ------------
                                            31,714,000    24,011,000
                                         -------------  ------------
 Cost of sales:
   Equipment sales                          13,533,000     9,156,000
   Services provided                         2,951,000     2,671,000
                                         -------------  ------------
                                            16,484,000    11,827,000
                                         -------------  ------------
 Gross margin:
   Equipment sales                          10,901,000     8,507,000
   Services provided                         4,329,000     3,677,000
                                         -------------  ------------
                                            15,230,000    12,184,000
                                         -------------  ------------
                                                  48.0%         50.7%
                                                                  
 Operating expenses                         14,732,000    12,201,000
                                         -------------  ------------

 Operating income (loss) from 
   consolidated operations                     498,000       (17,000)

 Interest income                                85,000       205,000
 Interest expense                              (51,000)     (152,000)
 Other income, net                             351,000       439,000
                                         -------------  ------------

 Pretax income                                 883,000       475,000
 Provision for income taxes                    424,000       218,000
                                         -------------  ------------
                                                    
 Income before minority interest               459,000       257,000
 Minority interest                              33,000        (2,000)
                                         -------------  ------------

 Net income                              $     426,000  $    259,000
                                         -------------  ------------
                                         -------------  ------------
 Primary and fully diluted income 
  per share                              $        0.11  $       0.07
                                         -------------  ------------
                                         -------------  ------------

 Average shares outstanding                 3,981,338     3,981,338


 See accompanying Notes to Consolidated Financial Statements.

                                      -6-


                   TIE/communications, Inc. and Subsidiaries
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)
                                                                           
                                          Six Months Ended June 30,   
                                         ---------------------------
                                         1994 (Note 6)      1993       
                                         -------------  ------------
 Cash flows from operating activities:
    Net income                           $     284,000  $    498,000
    Adjustments to reconcile net income
     to cash flows from operating 
     activities:
        Depreciation and amortization        1,356,000     1,031,000
        Deferred income                        (33,000)      (28,000)
        Minority interest                       68,000        24,000
        Deferred income taxes                  475,000       420,000
        Changes in working capital, 
         net of acquisitions and 
         divestitures:   
          Accounts receivable                 (298,000)      495,000
          Inventories                       (1,825,000)     (535,000)
          Restricted cash equivalents               --     1,382,000
          Other receivables                    152,000       191,000
          Prepaid expenses and 
             miscellaneous current assets     (227,000)     (305,000)
          Accounts payable                  (3,393,000)   (1,441,000)
          Accrued expenses                   1,800,000      (378,000)
          Restructuring reserves              (554,000)     (630,000)
          Deferred service revenue            (428,000)     (498,000)
          Taxes payable                       (237,000)       44,000
                                          ------------   -----------
 
           Cash flows (used for) provided 
            by operating activities         (2,860,000)      270,000

 Cash flows from investment activities:
    Capital expenditures, net 
     of disposals                             (534,000)     (194,000)
    Assets of businesses acquired (1)         (299,000)     (399,000)
    Purchase of minority interest in 
     consolidated subsidiary                (2,551,000)     (796,000)
    Other                                           --       (62,000)
                                         -------------  ------------
           Cash flows used for 
            investment activities           (3,384,000)   (1,451,000)




                               (Continued)

See accompanying Notes to Consolidated Financial Statements.

                                      -7-


                   TIE/communications, Inc. and Subsidiaries
               CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
                                  (Unaudited)
                                                                              
                                               Six Months Ended June 30,   
                                              ---------------------------
                                              1994 (Note 6)      1993       
                                              -------------  ------------
 Cash flows from financing activities:
    Long-term and short-term debt repayments  $    (424,000) $   (430,000)
    Payment of long-term tax liability              (32,000)     (308,000)
    Other                                           122,000       213,000
                                              -------------  ------------
 
       Cash flows used for financing 
        activities                                 (334,000)     (525,000)
 Impact of changes in foreign currency
  translation                                      (127,000)      (36,000)
                                              -------------  ------------

 Decrease in cash and cash equivalents           (6,705,000)   (1,742,000)
 Cash and cash equivalents at the
  beginning of period                             8,133,000    14,052,000
                                              -------------  ------------
 Cash and cash equivalents at the
  end of period                               $   1,428,000  $ 12,310,000
                                              -------------  ------------
                                              -------------  ------------

- - - - ---------------------------------

 Cash flow information:
    Interest paid                             $      62,000  $    343,000
                                              -------------  ------------
                                              -------------  ------------

    Income taxes paid (excluding
     payment of long term tax liability)      $      65,000  $    108,000
                                              -------------  ------------
                                              -------------  ------------

 (1) Acquisitions:
      Inventory                               $         --   $    (39,000)
      Intangible assets                           (299,000)      (368,000)
      Other assets                                      --         (3,000)
      Accrued expenses                                  --         11,000

                                              -------------  ------------

                                              $    (299,000) $   (399,000)
                                              -------------  ------------
                                              -------------  ------------
 (2) Non-cash activity:
      Reduction of intangible assets
          to establish deferred tax asset     $          --  $  2,660,000
                                              -------------  ------------
                                              -------------  ------------

  See accompanying Notes to Consolidated Financial Statements.

                                      -8-


                   TIE/communications, Inc. and Subsidiaries
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)
  
1.  Consolidation

    The consolidated financial statements include the accounts of the Company
    and its majority-owned domestic and foreign subsidiaries.  All intercompany
    accounts and transactions are eliminated.  Certain amounts previously
    reported have been reclassified to conform with revised classifications
    adopted in the first six months of 1994.

2.  Inventories
                                             June 30,    December 31,
                                               1994         1993      
                                          -------------  ------------
                                         
    Raw materials                         $   1,247,000  $  1,374,000
    Work-in-process                           2,213,000     1,538,000
    Finished goods                           12,420,000    11,311,000
                                          -------------  ------------
                                          $  15,880,000  $ 14,223,000
                                          -------------  ------------
                                          -------------  ------------

3.  Property

    The following is a schedule of property, plant and equipment:

                                             June 30,    December 31,
                                               1994         1993      
                                          -------------  ------------
    Land                                  $      10,000  $     10,000
    Buildings                                   224,000       224,000
    Equipment and tooling                    15,014,000    15,591,000
    Leasehold improvements                      754,000       668,000
    Furniture and fixtures                    3,694,000     3,692,000
                                          -------------  ------------

                                             19,696,000    20,185,000
    Less accumulated depreciation
     and amortization                        17,696,000    18,311,000
                                          -------------  ------------
                                          $   2,000,000  $  1,874,000
                                          -------------  ------------
                                          -------------  ------------

4.  Income Taxes

    Effective January 1, 1993, the Company prospectively adopted SFAS No. 109
    which requires the recognition of deferred tax benefits to the extent it is
    more likely than not that such benefits will be realized.  In accordance
    with this new statement, the Company recognized a net deferred tax asset of
    approximately $2.7 million as of January 1, 1993, with a corresponding
    reduction of intangible assets.  
  
    At December 31, 1993, the Company had a gross deferred tax asset of $37.1
    million, primarily related to net operating loss carryforwards not
    recognized on the tax return, and a valuation reserve of $35.1 million
    against that asset.  At June 30, 1994, the net deferred tax asset was
    reduced from approximately $2.2 million at January 1, 1994 to $1.7 million
    due to the recognition of the utilization of predecessor company net
    operating losses.

5.  Investments

    On June 15, 1994, the Company's Canadian subsidiary, TIE Telecommunications
    Canada, Ltd., through a tender offer, redeemed all of the outstanding 2.251
    million minority-owned shares for approximately $2.4 million U.S. dollars
    and $0.1 million of related expenses.  For accounting purposes the
    redemption will be treated as a purchase. Goodwill of $1.2 million will be
    amortized over 20 years.  The redemption was effected from internally
    available funds and no borrowing was initiated.  

                                      -9-

6.  Effect of Corrections

    The Company has amended its financial statements for fiscal 1993 and the
    first and second quarters of 1994 to correct accounting errors.  These
    errors principally relate to incorrect service billings to California
    customers who previously had purchased service contracts from Pactel
    Meridian Systems (PTMS).  The contracts were acquired as part of the PTMS
    acquisition at the end of the third quarter of 1993.  Additionally,
    unrelated errors in the same periods were discovered involving inventories
    and accruals at the Company's Northwest operating unit.  The effects of the
    corrections are as follows:

Year Ended December 31, 1993

                     As previously reported      Corrections      As restated
                     ----------------------      -----------      -----------


  Revenues               $102,531,000            $  (420,000)     $102,111,000
                         ------------            -----------      ------------
                         ------------            -----------      ------------

  Pre-tax Income         $  3,002,000            $  (466,000)     $  2,536,000
                         ------------            -----------      ------------
                         ------------            -----------      ------------

  Net Income             $  1,682,000            $  (317,000)     $  1,365,000
                         ------------            -----------      ------------
                         ------------            -----------      ------------
  
  Earnings per share     $       0.42            $     (0.08)     $       0.34
                         ------------            -----------      ------------
                         ------------            -----------      ------------


Three Months Ended June 30, 1994

                     As previously reported      Corrections      As restated
                     ----------------------      -----------      -----------

  Revenues               $ 31,636,000            $    78,000      $ 31,714,000
                         ------------            -----------      ------------
                         ------------            -----------      ------------

  Pretax Income          $    993,000            $  (110,000)     $    883,000
                         ------------            -----------      ------------
                         ------------            -----------      ------------

  Net Income             $    467,000            $   (41,000)     $    426,000
                         ------------            -----------      ------------
                         ------------            -----------      ------------
  
  Earnings per share     $       0.12            $     (0.01)     $       0.11
                         ------------            -----------      ------------
                         ------------            -----------      ------------
Six Months Ended June 30, 1994

                     As previously reported      Corrections      As restated
                     ----------------------      -----------      -----------

  Revenues               $ 61,891,000            $  (474,000)     $ 61,417,000
                         ------------            -----------      ------------
                         ------------            -----------      ------------

  Pretax Income          $  1,684,000            $  (857,000)     $    827,000
                         ------------            -----------      ------------
                         ------------            -----------      ------------

  Net Income             $    762,000            $  (478,000)     $    284,000
                         ------------            -----------      ------------
                         ------------            -----------      ------------
  

  Earnings per share     $       0.19            $     (0.12)     $       0.07
                         ------------            -----------      ------------
                         ------------            -----------      ------------

                                     -10-

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations

Results of Operations
Six Months and Three Months Ended June 30, 1994 versus June 30, 1993

For the quarter ended June 30, 1994, the Company generated net income of $426
thousand or $0.11 per share as compared to net income of approximately $259
thousand or $0.07 per share for the second quarter of 1993.  For the six months
ended June 30, 1994, the Company generated net income of $284 thousand or $0.07
per share as compared to net income of $498 thousand or $0.13 per share for the
comparable 1993 period.  The reduction in net income for the six months ended
June 30, 1994 over 1993 is due primarily to a decline in gross margin percentage
and less favorable exchange rates affecting the earnings of the Company's
Canadian subsidiary.

Total net revenue for the second quarter of 1994 and the first six months of
1994 increased $7.7 million or 32.1% and $13.7 million or 28.6%, respectively,
from the comparable 1993 periods.  The increases occurred primarily in new
equipment sales with a $6.8 million or 38.3% increase over the second quarter
1993 and $11.8 million or 33.4% increase over the first six months of 1993.  Net
revenue from new equipment sales accounted for approximately 77.0% and 73.6% of
the total revenue for the second quarter of 1994 and 1993, respectively, and
76.7% and 73.9% of the total revenue for the first six months of 1994 and 1993,
respectively.  The service revenue increased $1.9 million or 14.9% in the first
six months of 1994 over the comparable 1993 period with the increase primarily
from the PTMS acquisition base in California.   Net revenues from services
provided accounted for approximately 23.0% of total revenue in the second
quarter of 1994 as compared to 26.4% of total revenue in the second quarter of
1993 and 23.3% of total revenue in the first six months of 1994 as compared to
26.1% in the comparable 1993 period.  Revenue from service transactions is
expected to continue to comprise a significant portion of the Company's overall
net revenue in future periods, however, there are no assurances that the
foregoing will occur.

The gross margin percentage for the quarter and six months ended June 30, 1994
was 48.0% and 47.9%, respectively, as compared to 50.7% and 50.9% for the same
periods of 1993.  The decline in the gross margin percentage is due to the
change in sales mix with a higher proportion of revenue being generated from new
equipment sales and sales of proprietary products, which carry a lower margin
versus service transactions.  Although new equipment sales carry lower margins,
these sales present future service business to the Company.  The gross margin on
service revenue has declined from 62.6% in the first six months of 1993 to 56.5%
in the first six months of 1994.  The decrease in gross margins on service
revenue is primarily due to higher than expected service costs and increased
competition.  The Company expects that competition will continue to affect the
gross margin percentages in the future but not cause a significant
deterioration, although there are no assurances that this will occur. 


                                     -11-

Another factor that may affect the Company's gross margin percentage in the more
distant future relates to the Company's agreement with NTK America.  Under that
agreement, the Company is provided with the most favorable purchase prices on
NTK America products for the duration of the agreement.  Once the agreement
expires (July 1996) or the Company is no longer purchasing the related product
lines (whichever occurs earlier), it is anticipated that the cost to the Company
to purchase these products will increase thereby lowering the gross margin.  The
Company cannot estimate the impact of the foregoing on future gross margin at
this time.  However, negotiations have commenced with NTK America to renew the 
agreement for a ten year term and other parties have expressed interest in
assuming a technology license for manufacturing of products to the Company.

Operating expenses in the second quarter and the first six months of 1994
increased $2.5 million (20.7%) and $5.1 million (20.9%), respectively, over the
comparable 1993 periods. Operating expenses as a percent of sales, however,
decreased to 46.5% and 47.8%, respectively, in the second quarter of 1994 and
the first six months of 1994 as compared to 50.8% in both comparable periods of
1993.  The increase in operating expenses consists of additional expenses
resulting from customer base acquisitions occurring in the latter part of 1993
and an increase in selling expenses consistent with the increases in net revenue
of  32.1% and 28.6% in the quarter and year-to-date periods, respectively, over
the same periods of 1993.  Additionally, operating expenses for the second
quarter and first six months of 1994 also include increased expenses incurred to
support the new products and services being offered by the Company,
predominantly in the new strategic business units of network services,
videoconferencing products and services, as well as a new direct equipment sales
program.  The Company is continuing to monitor operating expenses and will seek
to continue to control costs in future periods.  It is not expected that
operating expenses will increase significantly in the future without a
corresponding significant increase in revenue.

Other income, net of $715 thousand for the first six months of 1994 decreased
$25 thousand as compared to the same period of 1993.  Other income, net is
substantially comprised of royalty income primarily from NTK America for its
sale of equipment designed by the Company.  The NTK royalty agreement is in
effect through July, 1996.  Royalty income for the six months ended June 30,
1994 and 1993, is $802 thousand and $641 thousand, respectively.   All other
items included in Other income, net decreased $186 thousand in the aggregate in
the first six months of 1994 compared to 1993.

In 1993, and continuing into the second quarter of 1994, TIE focused its efforts
on maintaining its existing customer base and implementation of training and
marketing programs related to its new strategic businesses.  The purchase of
certain assets of  PacTel Meridian Systems (PTMS) was consummated during the
month of September 1993.  Initially, and continuing into the second quarter of
1994, the California region's performance was far below expectations which had a
negative impact upon the Company's operating income.   In addition, the Company
expected that non-recurring expenses related to the absorption of that base
would negatively affect the Company's results but not to the extent which
occurred.  


Inflation

Inflation has had a relatively minor impact on the Company as the rate of
inflation has declined in recent reporting periods.  If operating expenses
increase, then the Company, to the extent permitted by competition, may attempt
to recover these increased costs by increasing sales prices to customers.

                                     -12-

Liquidity and Capital Resources

Cash and cash equivalents at June 30, 1994 totalled $1.4 million, a decrease of
$6.7 million from December 31, 1993.  During the first six months of 1994, the
Company used approximately $2.9 million of cash for operating activities,
including inventory purchases, reduction of accounts payable and  $0.6 million
in legal settlements.  In June 1994, approximately $2.5 million was used to
purchase all of the outstanding 2.251 million minority shares of the Company's
Canadian subsidiary resulting in a 100% ownership interest by the Company. 
Additionally, the Company used approximately $0.5 million for net capital
expenditures, $0.3 million to expand its service network and $0.4 million for
debt repayments. 

Upon confirmation of the Company's Plan of Reorganization, HCR Partners made
available to the Company a $10.0 million revolving line of credit through
December 31, 1993.  The Company agreed that in connection with the liquidation
of HCR Partners, the revolving line of credit agreement could be assigned to and
assumed by Marmon Holdings, Inc.  No funds were borrowed under this line of
credit.  Substantially all of the Company's assets are secured under this
agreement and the indebtedness under this line of credit has been guaranteed by
certain of the Company's subsidiaries.  Effective December 31, 1993, the term of
the Credit Agreement was extended for an additional three year period ending
December 31, 1996 upon substantially the same terms and conditions, except that
the maximum credit available was reduced to $7,000,000.  

The Company believes sufficient cash resources exist to support its short-term
needs through currently available cash, cash expected to be generated from
future operations, or from the line of credit previously mentioned.  The Company
can borrow against this line of credit if needed, assuming no breach of any of
the covenants (which include restrictions on asset purchases and require
specified levels of working capital and net worth to be maintained) and that the
aggregate principal amount outstanding at any time under the credit agreement
does not exceed the "Borrowing Base" (which is based on inventory and
receivables) set forth in the credit agreement.  The Company was in compliance
with the covenants as of June 30, 1994 and therefore was qualified to borrow the
entire $7,000,000 available under the line.  The Company borrowed under this
line of credit during the second quarter but no borrowings were outstanding as
of June 30, 1994.

Although the Company's operating results have improved significantly since the
reorganization, the industry in which the Company is engaged is characterized by
intense competition and this factor, coupled with the effect of an uncertain
economic recovery, makes the future results of the Company extremely difficult
to predict.


The Company does not anticipate a need for long-term financing at this time.  If
the need for long-term financing should arise, management believes it could be
available if the Company continues a trend of profitability.  The Company is not
certain of the cost, terms and conditions upon which such financing might be
available. 

At June 30, 1994 the Company did not have any material commitments for capital
expenditures.

Recent Accounting Pronouncements

The Company does not provide post-retirement or post-employment benefits and,
therefore, there is no impact on the Company under SFAS 106, "Employers
Accounting for Post-Retirement Benefits Other Than Pensions" and SFAS 112
"Employers Accounting for Post-Employment Benefits".

                                     -13-



SIGNATURES

  Pursuant to the requirement 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.


                                   TIE/communications, Inc.

Dated:  November 14, 1994          By: \s\George N. Benjamin, III
                                       -------------------------------------
                                       George N. Benjamin, III
                                       President and Chief Executive Officer


Dated:  November 14, 1994          By: \s\Jane E. Closterman
                                       -------------------------------------
                                       Jane E. Closterman
                                       Corporate Controller


                                     -14-



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