EXECUTONE INFORMATION SYSTEMS INC
10-Q, 1994-08-12
TELEPHONE INTERCONNECT SYSTEMS
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                            FORM 10-Q

               SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C.  20549

  [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 No. 0-11551


               EXECUTONE Information Systems, Inc.            
     (Exact name of registrant as specified in its charter)


               Virginia                 86-0449210            
     (State or other jurisdiction of    (I.R.S. Employer       
       incorporation or organization)     Identification No.)  


       478 Wheelers Farms Road, Milford, Connecticut 06460    
       (Address of principal executive offices)  (Zip Code)    


                       (203) 876-7600                         
       (Registrant's telephone number, including area code)


             6 Thorndal Circle, Darien, Connecticut 06820     
      (Former name, former address and former fiscal year,
                  if changed since last report)

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    

The number of shares outstanding of registrant's Common Stock, $.01
par value per share, as of July 31, 1994 was 43,593,878.

<PAGE>
     
                              INDEX



EXECUTONE Information Systems, Inc.

                                                           Page #
PART I.   FINANCIAL INFORMATION


Item 1.   Financial Statements

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

          Consolidated Statements of Operations -
          Three Months and Six Months Ended 
          June 30, 1994 and 1993.                             4

          Consolidated Statements of Cash Flows -
          Six Months Ended June 30, 1994 and 1993.            5

          Notes to Consolidated Financial Statements.         6


Item 2.   Management's Discussion and Analysis of
          Financial Condition and Results of Operations       9



PART II.  OTHER INFORMATION                                  12

          SIGNATURES                                         13



EXHIBIT 11.    STATEMENT REGARDING COMPUTATION
               OF PER SHARE EARNINGS                         14



















                                2

<PAGE>
                  PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements

       EXECUTONE INFORMATION SYSTEMS, INC. AND SUBSIDIARIES
                    CONSOLIDATED BALANCE SHEETS

(In thousands, except for share amounts)
                                         June 30,     December 31,
                                           1994          1993     
ASSETS                                 (Unaudited)     (Restated)
CURRENT ASSETS:
  Cash and cash equivalents            $   7,624      $   7,406
  Accounts receivable, net of 
    allowance of $1,278 and $1,017        42,974         37,567
  Inventories                             31,943         29,092
  Prepaid expenses and other
    current assets                         7,828          5,789   
  Net assets of discontinued
    operation                                ---          8,538   
       Total Current Assets               90,369         88,392

PROPERTY AND EQUIPMENT, net               15,174         14,727
INTANGIBLE ASSETS, net                    43,058         44,215
DEFERRED TAXES                            23,228         25,200
OTHER ASSETS                               7,644          2,623   
NET ASSETS OF DISCONTINUED
    OPERATION                                ---            397   
                                       $ 179,473      $ 175,554   

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Current portion of long-term debt    $   2,386      $   2,989
  Accounts payable                        32,252         29,295
  Accrued payroll and related costs        9,143          7,750
  Accrued liabilities                      8,916          7,057
  Accrued restructuring costs              1,200          1,381
  Deferred revenue and customer
    deposits                              18,118         17,713   
       Total Current Liabilities          72,015         66,185

LONG-TERM DEBT                            26,717         32,279
LONG-TERM DEFERRED REVENUE                 1,876          1,345   
       TOTAL LIABILITIES                 100,608         99,809   

STOCKHOLDERS' EQUITY:
  Common stock: $.01 par value;
    60,000,000 shares authorized;
    43,393,323 and 41,205,498 
    issued and outstanding                   434            412
  Additional paid-in capital              68,116         68,275
  Retained earnings                       10,315          7,058   
       Total Stockholders' Equity         78,865         75,745   
                                       $ 179,473      $ 175,554   


The accompanying notes are an integral part of these consolidated
balance sheets.


                                 3
<PAGE>
<TABLE>
<CAPTION>
            EXECUTONE INFORMATION SYSTEMS, INC. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (Unaudited)

(In thousands, except for per share amounts)
                               Three Months Ended         Six Months Ended  
                               6/30/94    6/30/93        6/30/94    6/30/93  
<S>                           <C>        <C>            <C>        <C>
REVENUES:                                (Restated)                (Restated)
  Product                     $ 36,550   $ 34,801       $ 65,636   $ 65,394
  Base                          40,062     33,682         76,283     66,153 
                                76,612     68,483        141,919    131,547
COST OF REVENUES                44,781     41,116         84,169     79,082 
  Gross Profit                  31,831     27,367         57,750     52,465 

OPERATING EXPENSES:
  Research, development
    and engineering              2,339      2,377          4,501      4,186
  Selling, general            
    & administrative            24,139     21,723         46,591     42,094 
                                26,478     24,100         51,092     46,280 
OPERATING INCOME                 5,353      3,267          6,658      6,185

INTEREST, AMORTIZATION AND
  OTHER EXPENSES, NET:
  Cash                             589        678          1,011      1,472
  Noncash                          740        714          1,482      1,429 
                                 1,329      1,392          2,493      2,901 
INCOME BEFORE INCOME TAXES           
  FROM CONTINUING OPERATIONS     4,024      1,875          4,165      3,284

PROVISION FOR INCOME TAXES:
  Cash                             100         84            200        167
  Noncash (utilization of
    pre-acquisition tax 
    benefits - Note D)           1,510        666          1,465      1,146 
                                 1,610        750          1,665      1,313 
INCOME FROM CONTINUING 
  OPERATIONS                     2,414      1,125          2,500      1,971

INCOME (LOSS) FROM DISCONTINUED
  OPERATIONS [NET OF INCOME 
  TAXES OF $51, $102 AND $(31),
  RESPECTIVELY]                    ---         77            153        (46)
GAIN ON DISPOSAL OF
  DISCONTINUED OPERATIONS
  (NET OF INCOME TAXES 
  OF $403)                         ---        ---            604        --- 
NET INCOME                    $  2,414   $  1,202       $  3,257   $  1,925 

EARNINGS PER SHARE:
  INCOME FROM CONTINUING
    OPERATIONS                $   0.05   $   0.03       $   0.05   $   0.04
  DISCONTINUED
    OPERATIONS                    0.00       0.00           0.02       0.00 
  NET INCOME                  $   0.05   $   0.03       $   0.07   $   0.04 

WEIGHTED AVG. COMMON AND 
  COMMON EQUIVALENT SHARES
  OUTSTANDING                   47,651     48,368         47,737     47,994 
The accompanying notes are an integral part of these consolidated statements.

                                      4


       EXECUTONE INFORMATION SYSTEMS, INC. AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (Unaudited)


(In thousands)                                  Six Months Ended 
                                                    June 30,      
                                                 1994      1993   
                                                         (Restated)
CASH FLOWS FROM OPERATING ACTIVITIES:
  Income from continuing operations           $ 2,500    $ 1,971 
  Adjustments to reconcile net income to net
    cash provided by continuing operations:               
      Depreciation and amortization             3,877      4,111
      Noncash expenses, including noncash
        interest expense, provision for
        income taxes not currently payable
        and provision for losses on
        accounts receivable                     2,178      1,632 
                                                8,555      7,714   
  Net change in working capital items          (4,844)     1,236 

NET CASH PROVIDED BY CONTINUING OPERATIONS      3,711      8,950 

Cash Flows from Discontinued Operations          (551)    (2,653)
NET CASH PROVIDED BY OPERATING ACTIVITIES       3,160      6,297 

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment           (1,637)      (922)
  Proceeds from sale of VCS                     9,700        ---
  Receivable for emergency production
    costs (Note G)                             (4,000)       --- 
  Other                                           505       (828)

NET CASH USED BY INVESTING ACTIVITIES           4,568     (1,750)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Restructuring cost payments                    (181)      (225)
  Repayments under revolving credit
    facility                                   (2,403)    (3,148)
  Repayment of term note under credit
    facility                                   (2,768)      (625)
  Repayments of other long-term debt             (682)      (772)
  Repurchase of stock                          (2,589)       --- 
  Proceeds from issuances of stock              1,113        305 

NET CASH USED BY FINANCING
  ACTIVITIES                                   (7,510)    (4,465)

INCREASE IN CASH AND CASH EQUIVALENTS             218         82
CASH AND CASH EQUIVALENTS -
  BEGINNING OF PERIOD                           7,406      7,404 

CASH AND CASH EQUIVALENTS - END OF PERIOD     $ 7,624    $ 7,486 

The accompanying notes are an integral part of these consolidated
statements.


                                 5
      EXECUTONE INFORMATION SYSTEMS, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           (Unaudited)


NOTE A - NATURE OF THE BUSINESS

EXECUTONE Information Systems, Inc. (the "Company") designs,
manufactures, markets, installs, supports and services voice
processing systems and provides cost-effective long-distance
telephone service.  The Company is also a leading supplier of
specialized hospital communications equipment.  Products are sold
under the EXECUTONE, INFOSTAR, IDS, LIFESAVER and INFOSTAR/ILS
brand names through a worldwide network of direct sales and service
offices and independent distributors.


NOTE B - BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have
been prepared in accordance with generally accepted accounting
principles for interim financial information and with the
instructions to Form 10-Q and Rule 10-01 of Regulation S-X.  In 
the opinion of management, all adjustments, which include normal
recurring adjustments, considered necessary for a fair presentation
of the results for the interim periods presented have been
included.  

As of July 1, 1988, an accumulated deficit of approximately $49.7
million was eliminated.  


NOTE C - SALE OF VODAVI COMMUNICATIONS SYSTEMS DIVISION

As of March 31, 1994 the Company sold its Vodavi Communications
Systems Division (VCS), which sold telephone equipment to supply
houses and dealers under the brand names STARPLUS and INFINITE, for
approximately $10.9 million.  Proceeds of the sale consisted of
approximately $9.7 million in cash and a $1.2 million note, fully
secured by a letter of credit and payable in September 1995.  The
proceeds were received on April 11, 1994 and were used to reduce
borrowings under the Company's credit facility. 
 
The sale resulted in an after-tax gain of $604,000 (net of income
tax provision of $403,000).  The results of VCS have been reported
separately as a discontinued operation in the Consolidated
Statement of Operations.  Prior year consolidated financial
statements have been restated to present VCS as a discontinued
operation.  Net revenues of the discontinued operation for the
three-month period ended June 30, 1993 were $8.1 million.  For the
six-month periods ended June 30, 1994 and 1993, net revenues of the
discontinued operation were $8.6 million and $15.5 million,
respectively.







                                6
NOTE D - INCOME TAXES

The Company accounts for income taxes in accordance with FAS 109,
Accounting for Income Taxes.  The deferred tax asset represents the
benefits that are more likely than not to be realized from the
utilization of pre and post-acquisition tax benefit carryforwards,
which include net operating losses, tax credits and the excess of
tax bases over the fair value of the net assets at acquisition.  

For the six-month periods ended June 30, 1994 and 1993, the Company
made cash payments for income taxes of approximately $223,000 and
$63,000, respectively.


NOTE E - EARNINGS PER SHARE

Earnings per share is based on the weighted average number of
shares of common stock, convertible preferred stock (which was
entirely converted in 1993) and dilutive common stock equivalents
(which include stock options and warrants) outstanding during the
periods.  Common stock equivalents and the convertible debentures
which are antidilutive have been excluded from the computations.


NOTE F - INVENTORIES

Inventories are stated at lower of first-in, first-out ("FIFO")
cost or market and consist of the following at June 30, 1994 and
December 31, 1993 (amounts in thousands):

                              6/30/94             12/31/93

Raw Materials                 $ 3,416             $ 3,363
Finished Goods                 28,527              25,729
                              $31,943             $29,092



NOTE G - OTHER MATTERS

For the six-month periods ended June 30, 1994 and 1993, the Company
made cash payments of approximately $1.4 million and $2.0 million,
respectively, for interest expense on indebtedness.

During the six-month periods ended June 30, 1994 and 1993, noncash
financing activities other than those related to the sale of VCS
(See Note C) included capital lease obligations incurred in
connection with equipment acquisitions of $552,000 and $292,000,
respectively, noncash proceeds for issuances of stock from
application of credits under an option credit plan of $224,000 and
$243,000, respectively, and Common Stock Purchase Warrants
exercised through bond conversion of $1.1 million and $155,000,
respectively.  







                                7
In December 1993, there was a fire at the Company's main
subcontractor's production facility in China.  As a result,
additional costs were incurred to manufacture product at Company
facilities and alternative manufacturing subcontractors.  In July
1994, the Company was reimbursed for $4.0 million of such costs by
its insurance carrier.  The receivable for the amounts to be
reimbursed was included in other assets as of June 30, 1994.

Refer to the consolidated statements of cash flows for information
on all cash-related operating, investing and financing activities.


















































                                8
<PAGE>
Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 
               CONDITION AND RESULTS OF OPERATIONS

Introduction

The Company's revenues are primarily derived from sales of its
products and services through a worldwide network of Company-owned
direct sales and service offices and independent distributors.  The
Company's end-user revenues are derived from two primary sources:
(1) sales of systems to new customers, which include sales of
application-specific software options ("product revenues"), and (2)
servicing the end-user base through the upgrade, expansion,
enhancement (which includes sales of application-specific software
options) and maintenance of previously installed systems, as well
as revenues from the INFOSTAR/LD+ program (commonly referred to as
"base revenues").  Base revenues usually generate higher operating
income margin than initial sales of systems, since the Company's
selling expenses for base revenues are lower than those for initial
system sales.  Sales of the Company's application-specific software
options and related services generally produce higher operating
income margins than both system sales and base revenues due to the
added performance value and relatively low production costs of such
proprietary software and services.


Results of Operations

Total revenues for the three-month and six-month  periods ended
June 30, 1994 were 12% and 8% higher, respectively, than the
comparable 1993 periods.  Product revenues for the three-month
period ended June 30, 1994 increased 5% over the corresponding 1993
period due to a volume increase in voice processing products and an
increase in telephony sales through the Company's independent
distribution channel.  For the six-month period ended June 30,
1994, product revenues increased only slightly from the
corresponding 1993 period due, primarily, to inventory shortages
caused by a fire which occurred at the Company's main
subcontractor's  production facility in China in December 1993 (see
page 10).  Base revenues for the three-month and six-month periods
ended June 30, 1994 were 19% and 15% higher, respectively, than the
comparable 1993 periods.  The increase in base revenues was
primarily attributable to continuing growth in sales to the
Company's existing customer base, including increased sales of
systems upgrades, expansions and maintenance as well as volume
increases generated by the LD+ program.

For the three-month periods ended June 30, 1994 and 1993, gross
profit as a percentage of total revenues was 41.5% and 40.0%,
respectively.  Gross profit as a percentage of total revenues for
the six-month periods ended June 30, 1994 and 1993 were 40.7% and
39.9%, respectively.  In addition to the impact of the overall
revenue increases, much of the gross profit increase is due to
volume increases for the Company's voice mail and ACD products. 
These software-oriented applications impact both base and product
gross profit and are among the Company's higher-margin products.





                                9
Operating income as a percentage of total revenues for the three-
month periods ended June 30, 1994 and 1993 was 7.0% and 4.8%,
respectively, and 4.7% for both six-month periods ended June 30,
1994 and 1993.  Operating income as a percentage of total revenue
for the three months increased due to improved gross profit
margins.  Research, development and engineering expenses increased
7.5% for the six-month period ended June 30, 1994 compared to the
corresponding 1993 period, continuing to reflect increased
investments in engineering for the development of new higher margin
products.  The increase in SG&A expenditures is largely the result
of higher selling expenses, which reflect not only the impact of
the higher sales volume over the three- and six-month periods but
also the continued investment in personnel and training as the
nature and complexity of the Company's products increase and the
customer base expands.

Interest, amortization and other expenses, net for the three-month
and six-month periods ended June 30, 1994 was lower than the
corresponding 1993 period due, primarily, to lower interest expense
for the Company's credit facility resulting from lower borrowing
levels and an interest rate reduction on the Company's bank
borrowings.  

For the three-month period ended June 30, 1994, the Company
recorded a provision for income taxes of $1.6 million for
continuing operations.  For the six-month period ended June 30,
1994, the Company recorded a provision for income taxes of $1.7
million for continuing operations, $102,000 for discontinued
operations and $403,000 for the gain on the sale of its VCS
division.  Of the total provision, $2.0 million was recorded as a
reduction of the deferred tax asset to reflect the utilization of
tax benefit carry forwards.  As a result of the utilization of
these benefits, the Company does not have a significant tax
liability for the period.  The Company has substantial tax benefit
carryforwards which means that minimal taxes will be paid in the
near future.

In December 1993, a fire occurred at the Company's main
subcontractor's production facility in Shinzen, China, causing
inventory shortages during the first six months of 1994.  The
production problems have been largely alleviated by the Company's
ability to increase its own production and find alternative
manufacturing sources.  The Company has established a receivable of
$4 million for additional direct costs related to the emergency
production as of June 30, 1994, which were recovered from the
Company's insurance carrier in July 1994.  The subcontractor's
facility has since been rebuilt and the Company does not anticipate
any significant additional product costs will be incurred.

As of March 31, 1994 the Company sold its Vodavi Communications
Systems Division (VCS), which sold telephone equipment to supply
houses and dealers under the brand names STARPLUS and INFINITE, for
approximately $10.9 million.  Proceeds of the sale consisted of
approximately $9.7 million in cash and a $1.2 million note, fully
secured by a letter of credit and payable in September 1995.  The
proceeds were received on April 11, 1994 and were used to reduce
borrowings under the Company's credit facility. 





                               10
The sale of VCS resulted in an after-tax gain of $604,000 (net of
income tax provision of $403,000).  The results of VCS have been
reported separately as a discontinued operation in the Consolidated
Statement of Operations.  Prior year consolidated financial
statements have been restated to present VCS as a discontinued
operation.  Net revenues of the discontinued operation for the
three-month period ended June 30, 1993 were $8.1 million.  For the
six-month periods ended June 30, 1994 and 1993, net revenues of the
discontinued operation were $8.6 million and $15.5 million,
respectively.


Liquidity and Capital Resources

The Company's liquidity is represented by cash, cash equivalents
and cash availability under its existing credit facilities.  The
Company's liquidity was approximately $27 million and $29 million
as of June 30, 1994 and December 31, 1993, respectively.
  
At June 30, 1994 and December 31, 1993, cash and cash equivalents
amounted to $7.6 million and $7.4 million, respectively, which
represented 8% of current assets.  The Company generated $3.7
million in cash from continuing operations, during the six-month
period ended June 30, 1994 as compared to $9.0 million in cash from
continuing operations for the corresponding 1993 period.  The
decrease from prior year represents the impact of increased working
capital resulting from the rebuilding of inventory which was
depleted as a result of the product shortages caused by the
December fire, higher sales volume for the three-month period ended
June 30, 1994 as compared to the comparable 1993 period and the
slight increase in days sales outstanding from 50 days to 51 days. 
Cash from operations was used to fund the $4.0 million in emergency
production costs over the period, which were reimbursed by
insurance in July 1994.   

Total debt at June 30, 1994 was $29.1 million, a decrease of $6.2
million from $35.3 million at December 31, 1993.  The reduction in
debt is due to the application of proceeds from the sale of VCS of
$9.7 million, of which $2.2 million was used to reduce the
Company's term loan and $7.5 million was used to reduce the
Company's revolving credit facility, common stock purchase warrants
exercised through bond conversions of $1.1 million and repayments
of other long-term debt of $0.9 million.  This was partially offset
by increased borrowings under the revolving credit facility of $5.0
million and capital lease agreements for equipment purchases of
$0.5 million.

As of July 31, 1994, approximately $18.3 million of direct
borrowings was available under the Company's credit facility.  The
Company believes that borrowings available under the credit
facility and cash flow from operations will be sufficient to meet
working capital and other requirements for the next twelve months.










                               11

                        PART II - OTHER INFORMATION


Item 1. LEGAL PROCEEDINGS
        Not applicable.

Item 2. CHANGES IN SECURITIES
        Not applicable.

Item 3. DEFAULTS UPON SENIOR SECURITIES
        Not applicable.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
        a) The Registrant's Annual Meeting of Shareholders was held on 
           June 23, 1994.
        b) Proxies were solicited by the Registrant's management pursuant to
           Regulation 14 under the Securities Act of 1934; there was no   
           solicitation in opposition to management's nominees listed in the
           Proxy Statement dated April 29, 1994 and all such nominees were
           elected pursuant to the vote of the shareholders.
        c) The amendment of the Registrant's 1984 Employee Stock Purchase   
           Plan described under "Proposal 2" in the Proxy Statement dated   
           April 29, 1994, which section is incorporated herein by reference,
           was approved by a vote of the majority of the Registrant's     
           outstanding Common Stock as follows:
                For:           29,262,657
                Against:          505,820
                Abstain:          159,587
        d) The amendment of the Registrant's 1990 Directors' Stock Option   
           Plan described under "Proposal 3" in the Proxy Statement dated 
           April 29, 1994, which section is incorporated herein by reference,
           was approved by a vote of the majority of the Registrant's      
           outstanding Common Stock as follows:
                For:           38,258,903
                Against:          714,751
                Abstain:          189,780
        e) The approval of the Registrant's 1994 Executive Stock Incentive
           Plan described under "Proposal 4" in the Proxy Statement dated   
           April 29, 1994, which section is incorporated herein by reference, 
           was approved by a vote of the majority of the Registrant's      
           outstanding Common Stock as follows:
                For:           27,297,958
                Against:          947,277
                Abstain:          177,028
        f) The total number of shares of the Registrant's Common Stock, $.01 
           par value, outstanding as of April 25, 1994, the record date for 
           the Annual Meeting, was 43,890,842, and 39,247,884 shares were   
           represented in person or by proxy at the Meeting.

Item 5. OTHER INFORMATION
        Not applicable.

Item 6. EXHIBITS AND REPORTS ON FORM 8-K
        a) Exhibits
           11 - Statement Regarding Computation of Per Share Earnings
        b) Reports on Form 8-K
           Not applicable.



                                    12<PAGE>





                                SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.


                              EXECUTONE Information Systems, Inc.



Dated:  August 11, 1994       /s/ Alan Kessman                  
                              Alan Kessman
                              Chairman, President and
                              Chief Executive Officer



Dated:  August 11, 1994       /s/ Anthony R. Guarascio          
                              Anthony R. Guarascio
                              Vice President Finance and 
                              Chief Financial Officer









                                    13

















<PAGE>

</TABLE>

<TABLE>
<CAPTION>
                                EXHIBIT 11 
    

            EXECUTONE INFORMATION SYSTEMS, INC. AND SUBSIDIARIES 
           STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS 


                              Three Months Ended            Six Months Ended  
                              6/30/94      6/30/93        6/30/94     6/30/93 
                                         (Restated)                 (Restated)
<S>                        <C>          <C>            <C>          <C>
INCOME FROM CONTINUING
   OPERATIONS               $ 2,414,000  $ 1,125,000   $ 2,500,000  $ 1,971,000

DISCONTINUED OPERATIONS:
  INCOME (LOSS) FROM 
    OPERATIONS, NET 
    OF INCOME TAXES                 ---       77,000       153,000     (46,000)
  GAIN ON DISPOSAL,
    NET OF INCOME
    TAXES                          ---          ---      604,000           ---

NET INCOME                  $ 2,414,000  $ 1,202,000  $ 3,257,000  $ 1,925,000
INTEREST EXPENSE
 ADJUSTMENT                       7,000       52,000        13,000      103,000

ADJUSTED NET INCOME         $ 2,421,000  $ 1,254,000   $ 3,270,000  $ 2,028,000

WEIGHTED AVERAGE NUMBER 
  OF COMMON SHARES           43,718,000   32,038,000    43,221,000   31,680,000
  OUTSTANDING

COMMON STOCK EQUIVALENTS:
  Add - Net shares 
   assumed to be issued 
   for dilutive stock 
   option and warrants        3,444,000    4,312,000      3,503,000    4,296,000
  Add - Shares assumed 
   to be issued on 
   conversion of preferred
   stock (converted 
   entirely in 1993) and 
   exercise of related 
   warrants                     489,000   12,018,000     1,013,000   12,018,000

TOTAL WEIGHTED AVERAGE 
  COMMON AND COMMON 
  EQUIVALENT SHARES 
  OUTSTANDING                47,651,000   48,368,000    47,737,000   47,994,000

EARNINGS PER COMMON 
SHARE:
  Income From Continuing
    Operations              $      0.05  $      0.03   $      0.05  $      0.04
  Discontinued
    Operations                      ---          ---          0.02          ---

  Net Income                $      0.05  $      0.03   $      0.07  $      0.04


                                     14

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