DELTA COMPUTEC INC
10-Q, 1995-09-29
COMPUTER PROGRAMMING, DATA PROCESSING, ETC.
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================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM 10-Q

(Mark One)
[x]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the quarterly period ended July 31, 1995

                                      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. 0-14733

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

                              DELTA COMPUTEC INC.
            (Exact name of registrant as specified in its charter)


                 New York                             16-1146345
       (State or other jurisdiction of              (I.R.S. Employer
       incorporation or organization)               identification No.)

     366 White Spruce Blvd, Rochester, NY                  14623  
   (Address of Principal Executive Offices)              (Zip Code)

                                 201-440-8585
              (Registrant's telephone number including area code)

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

  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 and (2) has been subject to such filing
requirements for the past 90 days.

                               Yes [x]    No [ ]

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

As of July 31, 1995, there were 6,811,575 shares outstanding of the Registrant's
Common Stock $.01 par value.
================================================================================

                                   1

<PAGE>
                             DELTA COMPUTEC, INC.
                                   Form 10-Q
                          Quarter Ended July 31, 1994

                                     INDEX

Part I:  Financial Information                                     Page
                                                                   ----
  Consolidated balance sheets at July 31, 1995 and
    October 31, 1994                                                3-4

  Consolidated statements of operations for the three  
    months ended July 31, 1995 and 1994 and nine months
    ended July 31, 1995 and 1994                                     5

  Consolidated statement of cash flows for the nine months
    July 31, 1995 and 1994                                           6

  Notes to consolidated financial statements                        7-10

  Management's discussion and analysis of operations and
    financial condition                                            11-13

Part II:  Other Information

  Exhibits and Reports on Form 8-K                                   14

  Signatures                                                         15

                                       2

<PAGE>
                              DELTA COMPUTEC INC.

                          CONSOLIDATED BALANCE SHEETS
                                         
                                    ASSETS

                                               (Unaudited) 
                                                 July 31,     October 31,
                                                   1995           1994          
                                               -----------    -----------
CURRENT ASSETS:

  Cash                                         $     7,587    $    12,809
  Accounts receivable, less allowance for
   doubtful accounts of $251,018 and $193,238
   at July 31, 1995 and October 31, 1994, 
   respectively                                  6,521,591      5,462,556
    
  Inventories                                    2,016,185      2,201,339     
  Prepaid expenses and other current assets        238,270        222,484
  Deferred income taxes current                    100,000        317,000    
                                               -----------    -----------
      Total current assets                     $ 8,883,633    $ 8,216,188

FIELD SPARE PARTS, net of accumulated
  amortization                                 $ 2,510,419    $ 2,378,698

PROPERTY AND EQUIPMENT, at cost:

  Technical equipment                          $ 1,953,197    $ 1,311,900
  Office furniture and equipment                   990,111      1,296,557
  Vehicles                                         154,661        150,461
  Leasehold improvements                           280,176        227,046
                                               -----------    -----------
                                               $ 3,378,145    $ 2,985,964

       Less: Accumulated depreciation            2,319,304      1,970,132
                                               -----------    -----------
                                               $ 1,058,841    $ 1,015,832

INVESTMENT IN AFFILIATED COMPANY               $      -       $    10,000
  
DEFERRED INCOME TAXES                          $ 1,010,236    $ 1,035,000

OTHER ASSETS:

  Goodwill, net                                $   791,380    $   456,928    
  Customer lists, net                              148,922        168,485
  Other assets                                     184,063        240,154    
                                               -----------    -----------
                                                 1,124,365    $   865,567
                                               -----------    -----------
                                               $14,587,494    $13,521,285
                                               ===========    ===========

                See notes to consolidated financial statements.

                                       3

<PAGE>
                              DELTA COMPUTEC INC.

                          CONSOLIDATED BALANCE SHEETS

                                          (Unaudited)
                                            July 31,     October 31,
                                              1995           1994   
                                          -----------    -----------
CURRENT LIABILITIES:

  Accounts payable                        $ 3,720,548    $ 3,142,204       
  Deferred service revenue                  1,867,890      1,783,238
  Accrued expenses
   Payroll and payroll taxes              $   599,819    $   404,791
   Interest                                    38,285         30,376
   Other                                      107,775        186,258
  Due to Shareholder                          444,741           -   
  Bank line of credit                       4,330,223           -
                                          -----------    -----------
      Total current liabilities           $11,109,281    $ 5,546,867

LONG-TERM DEBT                            $      -       $ 3,716,820
    
SUBORDINATED DEBENTURES                   $ 1,075,001    $ 1,087,501

STOCKHOLDERS' INVESTMENT

  Common stock, $ .01 par value; 
   authorized 20,000,000 shares; 
   issued and outstanding 6,811,575 at
   July 31, 1995 and October 31, 1994     $    68,116    $    68,116
     
  Additional paid-in capital                4,916,093      4,916,093    
  Accumulated deficit                     ( 2,580,997)    (1,814,112)
                                          -----------    -----------
      Total stockholders' investment        2,403,212    $ 3,170,097    
                                          -----------    -----------
                                          $14,587,494    $13,521,285    
                                          ===========    ===========

                  See notes to consolidated financial statements.

                                       4

<PAGE>
                              DELTA COMPUTEC INC.
                                         
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)

                                Three Months Ended         Nine Months Ended
                                       July 31,                 July 31,
                               ----------------------  ------------------------
                                  1995        1994         1995        1994
                                  ----        ----         ----        ----
REVENUES:
  Service revenues             $3,837,581  $2,356,873  $10,717,842  $ 7,075,406 
  Equipment sales               4,263,924   4,297,286   13,389,598   11,686,065 
                               $8,101,505  $6,654,159  $24,107,440  $18,761,471
                               ----------  ----------  -----------  -----------
COSTS AND EXPENSES:
  Service costs                $3,198,886  $1,781,130  $ 8,602,089  $ 5,116,935 
  Cost of equipment sold        3,426,948   3,421,758   10,559,234    9,307,006 
  Selling, general and 
   administrative               1,591,014   1,290,480    5,100,472    3,989,363 
                               ----------  ----------  -----------  -----------
                               $8,216,848  $6,493,368  $24,261,795  $18,413,304 
       
OTHER EXPENSE, NET             $  119,739  $  107,132  $   369,766  $   289,531 
                               ----------  ----------  -----------  -----------
EARNINGS (LOSS) BEFORE
 INCOME TAXES                  $ (235,082) $   53,659  $  (524,121) $    58,636 

INCOME TAXES                   $  331,764  $   14,000  $   242,764  $    15,000 
                               ----------  ----------  -----------  -----------
NET EARNINGS (LOSS)            $ (566,846) $   39,659  $  (766,885) $    43,636
                               ==========  ==========  ===========  ===========

EARNINGS PER COMMON AND COMMON EQUIVALENT SHARE:

  Net Earnings (Loss)          $     (.08) $      .01  $     (.11)  $      .01

EARNINGS PER COMMON SHARE - ASSUMING FULL DILUTION:

  Net Earnings (Loss)          $     (.08) $      .01  $     (.11)  $      .01

                See notes to consolidated financial statements.

                                       5

<PAGE>
                              DELTA COMPUTEC INC.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)

                                                       Nine Months Ended
                                                            July 31,          
                                                  --------------------------
                                                      1995            1994    
                                                  ------------   -----------
CASH FLOW FROM OPERATING ACTIVITIES:

     Net earnings (loss)                          $   (766,885)  $    43,636
     Adjustments to reconcile net earnings (loss)
       to net cash provided by operating
       activities:
     Depreciation & amortization                     1,311,702       922,441
     Decrease (increase) in accounts receivable   
       inventories, prepaid expenses, deferred
       income taxes, and other assets, net of
       accounts payable and other accrued
       expenses                                          4,274      (799,994)
     Increase in deferred service revenue             (273,351)      527,038
                                                  ------------   -----------
       Net cash flow from operating activities    $    275,740   $   693,121
                                                  ------------   -----------
CASH FLOW FROM INVESTING ACTIVITIES:

     Additions to property and equipment          $   (102,764)  $  (113,216)
     Additions to field spare parts                   (784,490)     (538,560)
     Acquisition of business (Note 2)                 (394,611)         -    
                                                  ------------   -----------
       Net cash flow from investing activities    $ (1,281,865)  $  (651,776)
                                                  ------------   -----------
CASH FLOW FROM FINANCING ACTIVITIES:

     Proceeds from Shareholder's Loan             $    400,000   $      -   
     Net proceeds from bank borrowing                  613,403         1,285
     Principal repayments for long-term debt           (12,500)     (145,318)
                                                  ------------   -----------
       Net cash flow from financing activities    $  1,000,903   $  (144,033)
                                                  ------------   -----------
NET INCREASE (DECREASE) CASH                      $     (5,222)  $  (102,688)

CASH - beginning of year                                12,809       102,688
                                                  ------------   -----------
CASH - end of period                              $      7,587   $      -   
                                                  ============   ===========

                See notes to consolidated financial statements.

                                       6

<PAGE>
                              DELTA COMPUTEC INC.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)  Summary of Significant Accounting Policies

     Description of Business

     The Company provides a wide array of Data Communication and LAN/WAN
     products and services as well as multi-vendor maintenance services for
     computer systems and peripheral equipment.

     Principles of Consolidation and Representation by Management

     The consolidated financial statements include the accounts of the Company
     and its wholly-owned subsidiaries R&M Associates Electronic Data Products
     Service, Inc., Computer Support, Inc., Delta Data Net Inc., Intronet,
     Inc. and SAI/Delta, Inc..  All significant intercompany accounts and
     transactions have been eliminated in consolidation.  The unaudited
     interim financial statements included herein reflect all normal and
     recurring adjustments that are, in the opinion of management, necessary
     for fair presentation of the results for the interim periods.

     Basis of Presentation

     The accompanying consolidated financial statements have been prepared
     assuming the Company will continue as a going concern.  The Company
     incurred an operating loss in fiscal 1993 and 1994 and was in default
     under certain loan agreements as of July 31, 1995 (Note 3).  In fiscal
     1994, the Company executed a credit agreement to provide a long-term
     credit facility which will expire April 30, 1997.  On January 24, 1995,
     certain debt covenants were amended based on the Company's business plan
     for fiscal 1995.  If certain measures that management has recently
     implemented prove unsuccessful and defaults continue to occur under the
     amended credit agreement, then the Company will need to seek additional
     financing from outside sources (see Note 5).

     Property and Equipment

     Property and equipment are stated at cost and are depreciated using the
     straight-line method based on estimated useful lives which are as
     follows:
                                                            Estimated
                              Description                   Useful Life
                              -----------                   -----------
                    Technical equipment                     5 - 7 years
                    Office furniture and equipment          5 - 7 years
                    Vehicles                                2 - 3 years
                    Leasehold improvements                  5 -10 years        
                                                                        
     Maintenance and repairs are charged to expense as incurred.  The cost of
     renewals or betterments that increase the useful lives of the assets is
     capitalized in the appropriate asset account.  The gain or loss on

     property retired or otherwise disposed of is credited or charged to
     operations and the cost and accumulated depreciation are removed from the
     accounts.

                                       7
<PAGE>
     Inventories

     Inventories represent computer equipment and peripherals held for resale
     in the normal course of business and consumable field spare parts.  These
     inventories are recorded at the lower of cost(first-in, first-out) or
     market.

     Field Spare Parts

     Field spare parts are stated at cost and are amortized using the
     straight-line method over an estimated useful life of 5 years, beginning
     in the year after acquisition.

     Goodwill

     Goodwill, representing the excess of the cost of acquired business over
     the fair value of net assets acquired, is being amortized on a straight-
     line basis over periods ranging from ten to twenty years.

     Customer Lists

     Customer lists, representing the fair market value of customer lists for
     business acquired, are being amortized on a straight-line basis over a
     ten-year period.

     Deferred Service Revenue

     Service revenue is recognized ratably over the contract period.  Deferred
     service revenue represents billings in advance of the service period.

     Revenue Recognition

     Service revenues:  Contract service revenue is recognized ratably over
     the contractual period or as services are provided.  Revenue from service
     rendered on a "time and materials" basis is recognized in the period the
     work is performed.

     Equipment sales:  Revenue from equipment sales and the related cost of
     sales are recognized when title to the equipment passes.  Component
     repair revenue and related costs are recognized upon completion of the
     repair.

     Income Taxes

     Income taxes are recognized for the amount of taxes payable or refundable
     for the current tax year, and deferred tax liabilities and assets for the
     future tax consequence of events that have been recognized in the
     Company's consolidated financial statements or tax returns.


     At July 31, 1995 the Company had accumulated approximately $2,500,000 of
     operating loss carryforward for tax purposes which was primarily the
     result of losses generated by its newly acquired business units over the
     prior two years.  The Company had recognized the tax benefit of these
     losses, in the form of deferred tax assets on its balance sheet, through
     April 30, 1995.  Generally accepted accounting principals (FAS 109)
     establishes guidelines to be used in valuing deferred tax assets.  The
     Company has incorporated in the financial statements at July 31, 1995

                                       8
<PAGE>
     reserves for the valuation of previously recorded deferred tax assets in
     the amount of $400,000.  As discussed in Note 5, it is the Company's
     intention to divest itself of certain non-strategic business units.  The
     Company will continue to assess, in future periods, the value of the
     deferred tax assets.  This assessment will include, but not be limited
     to, the Company's ability to divest of non-strategic business units and
     the ability to project adequate profits to utilize the operating loss
     carryforward including that portion that has been reserved during the
     period being reported.

     Earnings Per Share

     Earnings per common and common equivalent share are computed based upon
     the weighted average of common shares outstanding during each year
     adjusted for dilutive outstanding stock options using the Treasury Stock
     Method.  Earnings per common and common equivalent share assuming full
     dilution are computed on the assumption that all outstanding convertible
     debentures were exercised on the issue date.

(2)  Acquisitions

     On November 17, 1994, the Company acquired substantially all of the
     operating assets of Intronet, Inc.  Intronet designs, installs and
     supports advanced computer networks with emphasis on large campus and
     industrial facilities requiring network hubbing integrated with fiber and
     copper cabling.  These assets were acquired in exchange for $337,000 in
     cash and assumption of approximately $588,000 in liabilities of the
     seller.  The Company accounted for the acquisition as a purchase and the
     operating results of the acquisition from November 17, 1994 have been
     included in the consolidated financial statements.

     On December 1, 1994, the Company exercised an option to acquire the
     remaining shares of SAI/Delta, Inc.  The Company accounted for the
     acquisition as a purchase and the operating results of the acquisition
     from December 1, 1994 have been included in the consolidated financial
     statements.

(3)  Long-Term Debt

     On April 1, 1994, the Company executed a credit agreement to provide a
     long-term credit facility.  This facility will expire on April 30, 1997
     and bears interest at 1.5% above the bank's prime lending rate (8.75% at

     July 31, 1995).  Proceeds from this facility were utilized to refinance
     existing credit facilities and provide on going working capital.  This
     facility was amended in November, 1994 to complete the acquisition of the
     assets of Intronet, Inc. (see note 2).  Availability of funds under this
     facility is limited to the lesser of $4,500,000 or a percentage of
     eligible accounts receivable and inventory.  The credit agreement
     contains restrictive covenants, the more significant of which require
     maintenance of minimum net working capital, minimum tangible net worth,
     maximum debt-to-tangible net worth, pretax income and a restriction on
     capital expenditures and prohibition of dividend payments.  The Company
     was not in compliance with certain of these restrictive covenants due to
     lower than projected earnings for the period.  The Company has requested
     a waiver of noncompliance from the bank as of July 31, 1995.  As of the
     date of this report, the Company is awaiting the bank's response and has
     classified this debt as current until the waiver is confirmed.

     On May 1, 1995, Delta Computec Inc. reached an agreement with its
     commercial lender for an additional $700,000 lending facility.  Mr.
     Joseph M. Lobozzo II, Delta's controlling shareholder, Secretary and a
     director, agreed with Delta to provide funding for $400,000 of the
     $700,000 additional lending facility.  In return, Delta agreed to issue
     to Mr. Lobozzo an option to purchase 11,440,475 common shares, the

                                       9

<PAGE>
     balance of its available authorized but unissued common shares for a four
     year period between May 20, 1995 and May 20, 1999 for nominal
     consideration.  If Mr. Lobozzo exercises the option, Mr Lobozzo and
     affiliated parties will hold or control 78 percent of the authorized
     common shares of Delta.  The option is cancelable under certain
     circumstances if Delta's computer service business is sold within 1 year.

(4)  Subordinated Debentures

     As of July 31, 1995, the Company had issued an 8% subordinated debenture
     in the face amount of $475,000 due November 4, 1997 to the seller of Data
     Net.

     As of July 31, 1995, the Company had issued an 8% subordinated debenture
     in the face amount of $600,001 due to Mr Lobozzo, a director of Delta
     Computec Inc. Principal payments are due in three annual installments of
     $200,000, commencing January 31, 1996 subject to meeting bank loan
     covenants.

(5)  Other Matters

     On June 1, 1995, the Company signed preliminary letters of intent to sell
     certain of its business units to a private investment group.  Although
     the term of these letters has expired, the Company is continuing
     discussions with this group and other parties in order to divest itself
     of non-performing operations in a timely manner.

                                      10

<PAGE>
Item 2.   Management's Discussion and Analysis of Financial
          Conditions and Results of Operations

     Results of Operations

     Operating results for the nine months ended July 31, 1995 reflected a net
     loss of $766,885 or $.11 per share compared to net earnings of $43,636 or
     $.01 per share for the nine months ended July 31, 1994.

     Operating results for the three months ended July 31, 1995 reflected a
     net loss of $566,846 or $.08 per share compared to net earnings of
     $39,659 or $.01 per share for the three months ended July 31 1994.

     Operating results for the three and nine months ended July 31, 1995 were
     negatively impacted by the continued restructuring and integration of its
     Data Net subsidiary purchased in November 1992 and its Intronet division
     purchased in November 1994.

     Revenues

     Revenues were $24,107,440 for the nine months ended July 31, 1995
     compared with $18,761,471 for the nine months ended July 31, 1994. 
     Revenues increased $5,345,969 or 28.5% for the nine months ended July 31,
     1995 compared with the nine months ended July 31, 1994.  Service revenues 
     increased $3,642,436 or 51.5% for the nine months ended July 31, 1995
     compared with the nine months ended July 31, 1994.  Revenues           
     increased primarily as a result of the acquisition of Intronet in
     November, 1994.

     Revenues were $8,101,505 for the three months ended July 31, 1995
     compared with $6,654,159 for the three months ended July 31, 1994.
     Revenues increased $1,447,346 or 21.8% for the three months ended July
     31, 1995 compared with the three months ended July 31, 1994.  Service
     revenues increased $1,480,708 or 62.8% for the three months ended July
     31, 1995 compared with the three months ended July 31, 1994.  Revenues    
     increased primarily as a result of the acquisition of Intronet in
     November, 1994.

     Costs and Expenses

     Service costs were $8,602,089 for the nine months ended July 31, 1995
     compared with $5,116,935 for the nine months ended July 31, 1994. 
     Service costs increased $3,485,154 or 68.1% for the nine months ended
     July 31, 1995 compared with the nine months ended July 31, 1994.  Service
     costs as a percentage of service revenue increased from 72.3% for the
     nine months ended July 31, 1994 to 80.3% for the nine months ended July
     31, 1995.  These increases are primarily due to the inclusion of the
     Intronet division and its inherently lower margins.

     Service costs were $3,198,886 for the three months ended July 31, 1995
     compared with $1,781,130 for the three months ended July 31, 1994. 
     Service costs increased $1,417,756 or 79.6% for the three months ended
     July 31, 1995 compared with the three months ended July 31, 1994. Service

     costs as a percentage of service revenue increased from 75.6% for the
     three months ended July 31, 1994 to 83.4% for the three months ended July
     31, 1995.  These increases are primarily due to the Intronet division and
     its inherently lower margins.

                                      11
<PAGE>
     Costs of equipment sold was $10,559,234 for the nine months ended July
     31, 1995 compared with $9,307,006 for the nine months ended July 31,
     1994.  The increase in cost of equipment sold was primarily due to the
     incremental increase in equipment sales as a result of the Intronet
     acquisition in November, 1994.  Cost of equipment sold as a percentage of
     equipment sales decreased from 79.6% for the nine months ended July 31,
     1994 to 78.9% for the nine months ended July 31, 1995.

     Cost of equipment sold was $3,426,948 for the three months ended July 31,
     1995 compared with $3,421,758 for the three months ended July 31, 1994. 
     Cost of equipment sold as a percentage of equipment sales increased from
     79.6% for the three months ended July 31, 1994 to 80.4% for the three
     months ended July 31, 1995.

     Selling, general and administrative expenses were $5,100,472 for the nine
     months ended July 31, 1995 compared with $3,989,363 for the nine months
     ended July 31, 1994.  Selling general and administrative expenses         
     increased $1,111,109 or 27.9% for the nine months ended July 31, 1995
     compared with the nine months ended July 31, 1994.  This increase was
     primarily due to the acquisition of Intronet in November, 1994.

     Selling, general and administrative expenses were $1,591,014 for the
     three months ended July 31, 1995 compared with $1,290,480 for the three
     months ended July 31, 1994.  Selling, general and administrative expenses 
     increased $300,534 or 23.3% for the three months ended July 31, 1995
     compared with the three months ended July 31, 1994.  This increase was
     primarily due to the acquisition of Intronet in November, 1994 and
     offset, somewhat, by the cost reduction plan instituted by management in
     April, 1995.

     Other expense was $369,766 for the nine months ended July 31, 1995
     compared with $289,531 for the nine months ended July 31, 1994.  Other
     expense increased $80,235 or 27.7% for the nine months ended July 31,
     1995 compared with the nine months ended July 31, 1994.  The increase was
     due to the increase in bank borrowing and higher interest rates for the
     period.

     Other expense was $119,739 for the three months ended July 31, 1995
     compared with $107,132 for the three months ended July 31, 1994.  Other
     expense increased $12,607 or 11.8% for the three months ended July 31,
     1995 compared with the three months ended July 31, 1994.  The increase
     was due to the increase in bank borrowing and higher interest rates for
     the period.

     Income tax expense was $242,764 for the nine months ended July 31,
     1995 compared with $15,000 for the nine months ended July 31, 1994.  


     Income tax expense was $331,764 for the three months ended July 31,
     1995 compared with $14,000 for the three months ended July 31, 1995  

Liquidity and Capital Resources

     The Company has experienced significant sales growth and related working
     capital requirements as a result of the Intronet acquisition in November,
     1994.  In November 1994, the Company obtained an amendment to its long-
     term credit facility to fund the acquisition of the assets of Intronet
     and to finance ongoing working capital requirements.  This long-term

                                      12
<PAGE>
     credit facility expires on April 30, 1997 and bears interest at 1.5%
     above the bank's prime lending rate.  Availability of funds under this
     facility is limited to the lesser of $4,500,000 or a percentage of
     eligible accounts receivable and inventory.

     Cash flow from operations for the nine months ended July 31, 1995 was
     $275,740 compared with $693,121 for the nine months ended July 31, 1994.

     Capital expenditures for spare parts and property, plant and equipment
     were $887,254 for the nine months ended July 31, 1995 compared with
     $651,776 for the nine months ended July 31, 1994.

     Depreciation and amortization expense was $911,702 for the nine months
     ended July 31, 1995 compared with $922,441 for the nine months ended July
     31, 1994.

                                      13

<PAGE>
                             DELTA COMPUTEC, INC.

                                    PART II
                               OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K

     (a)  Exhibit 11 - Statement regarding computation of earnings per share

     (b)  Reports on Form 8-K - None

        (1)    On March 24, 1995, the Registrant filed Form 8-K concerning the
               resignation of Mr. L. Rodger Loomis, Chief Executive Officer
               and Mr. Peter D. Smith, Chief Financial Officer.

        (2)    On May 4, 1995, the Registrant filed Form 8-K concerning an
               agreement with its commercial lender and its controlling
               shareholder to provide for an additional $700,000 lending
               facility and to issue an option to a director and controlling
               shareholder to purchase an additional 11,440,475 Common Shares
               (See Note 3).

        (3)    On June 1, 1995, the Registrant filed Form 8-K concerning
               signing a letter of intent to sell certain of the Registrant's
               business units to a private investment group.

                                      14

<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 thereto duly authorized.

Dated:  September 28, 1995              DELTA COMPUTEC INC.

                                        By:  John DeVito
                                             ------------------------
                                             John DeVito, President

                                        By:  Walter Struble                   
                                             ------------------------
                                             Walter Struble
                                             Controller and 
                                             Chief Accounting Officer

                                      15


<PAGE>
                                  Exhibit 11

                              DELTA COMPUTEC INC.

                      CALCULATION OF EARNINGS  PER SHARE

                           Three Months Ended            Nine Months Ended
                                July 31,                      July 31,      
                         ----------------------        ----------------------
                            1995        1994              1995        1994
                            ----        ----              ----        ----
Primary
- -------
Net earnings (loss)      $ (566,846) $   39,659        $ (766,885) $   43,636 
                         ----------  ----------        ----------  ----------
Average Common
Shares Outstanding        6,811,575   6,811,325         6,811,575   6,811,325 

Dilutive Effect of
Stock Options                  -        599,520              -        600,076 
                         ----------  ----------        ----------  ----------
Weighted Average
Shares Outstanding        6,811,575   7,410,845         6,811,575   7,411,401
                         ----------  ----------        ----------  ----------
Earnings (Loss) Per
Common and Common
Equivalent Shares        $     (.08) $      .01        $     (.11) $      .01
                         ==========  ==========        ==========  ==========

Assuming Full
Dilution
- -------------
Net Earnings (loss)      $ (566,846) $   39,659        $ (766,885) $   43,636

Weighted Average
Shares Outstanding        6,811,575   7,410,845         6,811,575   7,411,401

Additional
Dilutive Effect
Of Stock Options               -         57,694              -         19,232
                         ----------  ----------        ----------  ----------
Weighted Average
Shares Outstanding        6,811,575   7,468,539         6,811,575   7,430,633 

Earnings (Loss)
Per Common Share
Assuming Full Dilution   $     (.08) $      .01        $     (.11) $      .01
                         ==========  ==========        ==========  ==========

                                      16

<TABLE> <S> <C>


<ARTICLE> 5

       
<S>                           <C>
<PERIOD-TYPE>                 9-MOS
<FISCAL-YEAR-END>             OCT-31-1995
<PERIOD-END>                  JUL-31-1995
<CASH>                             7,587
<SECURITIES>                           0
<RECEIVABLES>                  6,772,609
<ALLOWANCES>                     251,013
<INVENTORY>                    2,016,185
<CURRENT-ASSETS>               8,883,633
<PP&E>                         3,378,145
<DEPRECIATION>                 2,319,304
<TOTAL-ASSETS>                14,537,494
<CURRENT-LIABILITIES>         11,159,281
<BONDS>                        1,075,001     
<COMMON>                          68,116
                  0
                            0        
<OTHER-SE>                    (2,335,096)
<TOTAL-LIABILITY-AND-EQUITY>  14,587,494
<SALES>                       24,107,440
<TOTAL-REVENUES>              24,107,440
<CGS>                         19,161,323
<TOTAL-COSTS>                 19,161,323
<OTHER-EXPENSES>               5,100,472
<LOSS-PROVISION>                       0     
<INTEREST-EXPENSE>               369,766
<INCOME-PRETAX>                 (524,121)
<INCOME-TAX>                     242,764
<INCOME-CONTINUING>             (766,885)
<DISCONTINUED>                         0     
<EXTRAORDINARY>                        0     
<CHANGES>                              0     
<NET-INCOME>                    (766,885)
<EPS-PRIMARY>                       (.11)    
<EPS-DILUTED>                       (.11)
        


</TABLE>


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