VTX ELECTRONICS CORP
10-Q, 1995-05-15
ELECTRICAL APPARATUS & EQUIPMENT, WIRING SUPPLIES
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                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION 
                           Washington, D.C.  20549 
 

                                  FORM 10-Q


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

                 For The Quarterly Period Ended March 31, 1995
                        Commission File Number 33-7693 

___________________________________________________________________________

                            VTX ELECTRONICS CORP.
            (Exact name of registrant as specified in its charter)
___________________________________________________________________________


           Delaware                                      11-2816128        
(State or other jurisdiction of                        (I.R.S. Employer 
 incorporation or organization)                     Identification Number) 


           61 Executive Boulevard, Farmingdale, New York 11735  
           (Address of principal executive offices and zip code)


    Registrant's telephone number, including area code: (516) 293-9880


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 _______



On May 1, 1995, 12,652,000 shares of common stock, $.10 par value were
outstanding.  



Note: This is Page 1 of a document consisting of 15 pages.




<PAGE>
                  VTX ELECTRONICS CORP. AND SUBSIDIARIES
                             TABLE OF CONTENTS






                                                                        PAGE

PART I: FINANCIAL INFORMATION


ITEM 1: FINANCIAL STATEMENTS:


  Balance Sheets - March 31, 1995 and June 30, 1994...................     3

  Statements of Operations - Nine Months Ended 
    March 31, 1995 and 1994...........................................     4


  Statements of Operations - Quarter Ended 
    March 31, 1995 and 1994...........................................     5


  Statements of Cash Flows - Nine Months Ended 
    March 31, 1995 and 1994...........................................     6


  Notes to Consolidated Financial Statements...........................  7-11



ITEM 2: Management's Discussion and Analysis of Financial Condition     
  and Results of Operations............................................ 12-13



PART II- OTHER INFORMATION.............................................    14



SIGNATURES.............................................................    15







<PAGE>
                    VTX ELECTRONICS CORP. AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS

                                                March 31,        June 30,
                                                 1995              1994    
                                              (Unaudited)       (Audited)
ASSETS                                        -----------      -----------
- ------
CURRENT ASSETS:
  Cash....................................... $   345,641      $   593,438  
  Accounts receivable, net of allowance
    for doubtful accounts of $324,000 and
    $394,000 as of March 31, 1995 and
    June 30, 1994, respectively..............   5,218,774        6,061,826  
  Inventories, net...........................   3,602,925        3,628,949  
  Prepaid expenses and other current 
    assets...................................     555,924          295,151  
  Prepaid income taxes.......................      14,166           13,040 
                                              -----------      -----------
  TOTAL CURRENT ASSETS.......................   9,737,430       10,592,404 

PROPERTY, PLANT AND EQUIPMENT, net...........   3,316,323        3,558,540 

DEFERRED CHARGES AND OTHER ASSETS, net.......     230,195          280,525 
                                              -----------      -----------
TOTAL ASSET.................................. $13,283,948      $14,431,469  
                                              ===========      ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES:
  Current portion of long-term debt.......... $   170,154      $    75,815  
  Accounts payable and accrued expenses......   4,773,268        5,196,455 
                                              -----------      -----------
  TOTAL CURRENT LIABILITIES..................   4,943,422        5,272,270 

LONG-TERM DEBT...............................   5,668,004        6,338,355 

MINORITY INTEREST IN SUBSIDIARY..............        -              12,534 

STOCKHOLDERS' EQUITY:
  Preferred stock, par value $.01 per share,
    authorized 5,000,000 shares, none issued
    and outstanding..........................        -                -
  Common stock, par value $.10 per share;
    Authorized 40,000,000 and 20,000,000 shares
    at March 31, 1995 and June 30, 1994,
    respectively; issued and outstanding 
    12,652,000 shares at March 31, 1995 
    and June 30, 1994........................   1,265,200        1,183,750  
  Paid-in capital............................   8,591,476        8,275,676  
  Retained earnings (deficiency).............  (7,029,978)      (6,389,506)
  Deferred compensation......................    (112,497)        (154,687)
  Note receivable from officer...............     (50,000)        (100,000)
  Cumulative foreign currency translation
    adjustment...............................       8,320           (6,923)
                                              ------------     ------------
  TOTAL STOCKHOLDERS' EQUITY                    2,672,521        2,808,310 
                                              
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY    $13,283,948      $14,431,469 
                                              ============     ============


The accompanying notes are an integral part of these financial statements.
<PAGE>
                    VTX ELECTRONICS CORP. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF OPERATIONS




                                                    Nine Months Ended
                                                        March 31,
                                                   1995            1994    
                                               (Unaudited)      (Audited)
                                               -----------     -----------

Net sales....................................  $26,770,375     $33,097,581


Cost of goods sold...........................   20,831,564      25,942,120 
                                               -----------     -----------

Gross profit.................................    5,938,811       7,155,461


Selling, general and administrative expenses.    5,981,845       8,038,216


Restructuring charge.........................        -             939,000


Interest expense.............................      606,054         652,242


Foreign currency (gains).....................       (8,622)         (4,578)
                                               ------------    ------------

Loss before extraordinary item...............     (640,466)     (2,469,419)


Extraordinary item:
   Gain on elimination of debt, net..........         -            747,422 
                                               ------------    ------------

Net loss.....................................  $  (640,466)    $(1,721,997)
                                               ============    ============
 

Share Information


Net loss before extraordinary item...........  $      (.05)    $      (.45)

Extraordinary item...........................           -              .14 
                                               ------------    ------------
Loss per share...............................  $      (.05)    $      (.31)
                                               ============    ============

Weighted average number of common shares
 outstanding.................................   12,128,558       5,518,842 
                                               ============    ============


The accompanying notes are an integral part of these financial statements.
<PAGE>
                     VTX ELECTRONICS CORP. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS 
                                 (Unaudited)


 
                                                     Quarter Ended
                                                        March 31,
                                                   1995            1994    
                                               -----------     -----------

Net sales....................................  $ 8,157,813     $ 9,899,912 


Cost of goods sold...........................    6,468,829       7,804,088 
                                               -----------     -----------

Gross profit.................................    1,688,984       2,095,824


Selling, general and administrative expenses.    1,905,088       3,136,466


Restructuring charge.........................        -             939,000


Interest expense.............................      203,428         147,440


Foreign currency (gains).....................        2,672         (17,497)
                                               ------------     -----------

Loss before extraordinary items..............     (422,204)     (2,109,585)


Extraordinary item:

   Gain on elimination of debt, net..........        -             747,422 


Net loss.....................................  $  (422,204)    $(1,362,163)
                                               ============    ============



Share Information

Net loss before extraordinary item...........  $      (.03)    $      (.38)

Extraordinary item...........................           -              .14 
                                               ------------    ------------
Loss per share...............................  $      (.03)    $      (.24)
                                               ============    ============

Weighted average number of common shares
 outstanding.................................   12,635,889       5,759,144 
                                               ============    ============


The accompanying notes are an integral part of these financial statements.
<PAGE>
                   VTX ELECTRONICS CORP. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                          Nine Months Ended
                                                               March 31,
                                                         1995           1994   
                                                     (Unaudited)     (Audited)
                                                     ------------  ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (Loss).........................................  $  (640,466)  $(1,721,997)
Adjustments to reconcile net income (loss) to net
 Cash provided by/(used in) operating activities:
   Depreciation and amortization...................      441,280       532,263 
   Gain on sale of assets..........................         -          (11,500) 
   Non-cash compensation...........................         -          581,563 
   Extinguishment of debt..........................         -         (780,496)
   Provision for losses on accounts receivable.....         -          415,000 
   Provision for slow moving and obsolete 
    inventories....................................       65,000        23,749 
 Change in operating assets and liabilities:
  Decrease in accounts receivable..................      843,052       819,252 
  (Increase) Decrease in inventories...............      (38,976)       35,892 
  (Increase) in prepaid expenses and other 
    current assets.................................     (260,773)      (56,700)
  (Increase) Decrease in prepaid income taxes......       (1,126)      (11,123)
  (Increase) Decrease in other assets..............      (40,811)       28,850 
  (Decrease) Increase in accounts payable and  
    accrued expenses...............................     (435,727)      599,309 
  Net cash provided by/(used in) operating           ------------   ----------- 
   activities......................................      (68,547)      454,062 

CASH FLOWS FROM INVESTING ACTIVITIES:
 Capital expenditures..............................      (65,732)      (27,005)
                                                     ------------   -----------
  Net cash (used in) investing activities..........      (65,732)      (27,005)

CASH FLOWS FROM FINANCING ACTIVITIES:
 Borrowings under debt agreements..................   30,249,572    57,452,364 
 Debt repayments...................................  (30,825,583)  (58,762,804)
 Issuance of warrants..............................         -          175,781 
 Issuance of common stock..........................      397,250     1,000,000 
 Decrease in note receivable from officer..........       50,000          -    
                                                     ------------  ------------
  Net cash (used in) financing activities..........     (128,761)     (134,659)

Effect of exchange rate changes on cash............       15,243         6,709 
                                                     ------------  ------------
NET (DECREASE) INCREASE IN CASH....................     (247,797)      299,107 
 
CASH, at beginning of period.......................      593,438        80,125 
                                                     ------------  ------------
CASH, at end of period.............................  $   345,641   $   379,232 
                                                     ============  ============


Supplemental disclosure of cash flow information:
  Cash paid for:
    Interest                                         $   606,054   $   639,069 
                                                     ============  ============ 
    
  The accompanying notes are an integral part of these financial statements.
<PAGE>
                     VTX ELECTRONICS CORP. AND SUBSIDIARIES
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1. BASIS OF PRESENTATION 

a.  The accompanying consolidated financial statements include the accounts of
    VTX Electronics Corp. and its wholly-owned subsidiaries, Vertex
    Technologies, Inc.,  Vertex Data Systems, Inc. [inactive], and its foreign
    subsidiary, Vertex Electronics UK, LTD. Operations of Vertex Electronics
    UK Ltd. commenced July 1992.  All significant intercompany transactions
    and balances have been eliminated in consolidation.

    The consolidated balance sheet as of March 31, 1995, the consolidated
    statements of operations for the three months ended March 31, 1995 and
    1994, and the nine months ended March 31, 1995, and the consolidated 
    statements of cash flows for the nine months ended March 31, 1995 have
    been prepared by the Company without audit.  The consolidated Balance
    sheet as of March 31, 1994, the consolidated statement of operations
    for the nine months ended March 31, 1994, and the consolidated statement
    of cash flows for the nine months ended March 31, 1994 were audited.  In
    the opinion of management, all adjustments (which include only normal 
    recurring adjustments) necessary to present fairly the financial 
    position, results of operations and changes in cash flows at March 31,
    1995 and for all periods presented have been made. Results of operations
    for the three and nine month periods are not necessarily indicative of 
    results of operations for the corresponding years.

    Certain information and footnote disclosures normally included in
    financial statements prepared in accordance with generally accepted
    accounting principles have been omitted.  It is suggested that these
    consolidated financial statements be read in conjunction with the
    financial statements and notes thereto included in the Company's Annual
    Report on Form 10-K for the year ended June 30, 1994.


2. LONG-TERM DEBT
    
    Long-term debt consists of the following:
                                                      March 31,      June 30,
                                                        1995          1994   
                                                     -----------   ----------
      Revolving asset-based loan (a)..............   $ 4,599,939   $4,713,180
      First mortgage loan, net of imputed 
       interest (b)...............................     1,025,408    1,024,496
      Subordinated mortgage loan, net of imputed 
       interest (b)...............................        42,781       77,208
      Machinery and equipment loan (c)............       105,250      500,000
      Capitalized lease obligations (d)...........        64,781       99,286
                                                     -----------   ----------
                                                       5,838,159    6,414,170

      Less current portion of long-term debt......       170,154       75,815
                                                     -----------   ----------
                                                     $ 5,668,004   $6,338,355
                                                     ===========   ==========









<PAGE>
                    VTX ELECTRONICS CORP. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


a. On December 31, 1992, the Company entered into a three-year long-term
   revolving credit facility, providing a maximum availability of $12,500,000
   bearing interest at prime plus 2 3/4% and expiring on December 31, 1995. The
   Company is required to pay a commitment fee of 1/2% per annum on the daily
   average unused portion of the credit. In connection with this financing, the
   Company incurred in fiscal 1993 costs approximating $405,000 which have been
   accounted for as deferred charges.  Under the terms of this credit facility,
   borrowings are limited to 80% of eligible accounts receivable (constituting
   those amounts outstanding 90 days or less), 50% of eligible accounts
   receivable outstanding between 91 and 120 days, 40% of regular inventories
   and 20% of slow moving inventory.  As of March 31, 1995, the Company had
   $5,259,000 of availability under the terms of the facility, of which
   $4,600,000  was outstanding on such date.  This loan is collateralized by
   substantially all of the assets of the Company not otherwise collateralized. 
   In connection with its revolving credit facility, the Company is subject to
   restrictive covenants which impose certain limitations with respect to the
   Company's incurrence of indebtedness, capital expenditures, creation or
   recurrence of liens, declaration or payment of dividends or other
   distributions, mergers, consolidations and sales or purchases of substantial
   assets. In general, the Company is not allowed to incur further indebtedness
   or create additional liens on its assets except for unsecured current
   liabilities incurred in the ordinary course of business or liabilities
   incurred in the ordinary course of business secured by purchase money
   security interest not to exceed an aggregate of $750,000. The Company is not
   allowed to make loans or investments, provide guarantees or to prepay
   indebtedness.  The Company is prohibited from paying dividends and may not
   enter into a merger, consolidation or sale of all or substantially all of its
   assets.  Additionally, the Company is required to maintain consolidated net
   worth of not less than $750,000 and to maintain consolidated working capital,
   defined as current assets less current liabilities and debt outstanding under
   the credit facility, of not less than a negative $1.5 million. 

   On February 10, 1995 the Company and its lender agreed to amend its revolving
   credit facility to extend the expiration date to December 31, 1997.  In
   addition, the amendment reduced the maximum availability from $12,500,000 to
   $10,000,000, provided for an interest rate reduction of 1/4% should net
   income be greater than $500,000 for the year ended June 30, 1995, and      
   provides for termination fees as a result of default or early termination of
   2%, 1% and .5% of the maximum credit if such termination occurs before
   December 31, 1995, December 31, 1996 or December 31, 1997, respectively.

b. On March 31, 1994, the Company satisfied its subordinated asset-based term
   loans and the Industrial Development Agency Bonds aggregating $2,080,496 on
   such date with the $1,200,000 proceeds from a new first mortgage loan
   described below and the issuance of a $100,000 non-interest bearing
   subordinated mortgage loan which is payable in 24 monthly installments of
   $4,167 commencing on March 31, 1994.  As a result of this debt refinancing,
   the Company recorded an extraordinary gain of $747,422 in the quarter ended
   March 31, 1994 net of related expenses of $33,074.
   
   The first mortgage loan is with a group of lenders and is payable over five
   years in monthly installments of $15,980, inclusive of principal and interest
   at 14%, commencing May 1, 1994, with a final principal payment of $1,033,183
   on April 1, 1999 and collateralized by a first mortgage lien on the Company's
   corporate headquarters.  In connection with such loan, the Company issued to 
<PAGE>
                    VTX ELECTRONICS CORP. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

    
   one of the lenders 250,000 purchase warrants to purchase common stock,
   exercisable on or before March 31, 2001 at an exercise price at $.50 per
   share.  A portion of the proceeds of the loan has been allocated to the
   warrants based on the Company's Board of Directors' assessment of their fair
   value at the time of issuance ($.70 per share).  For financial statement
   purposes, the fair value ascribed to the warrants ($175,781) has been
   deducted from the proceeds of the mortgage loan as additional interest
   expense and will be amortized over the term of the mortgage to yield an
   effective interest rate of approximately 20% per annum.  The loans have
   prepayment penalties which are calculated as a percentage of the prepayment
   amount.  The percentage is determined based upon the date of payment as
   follows:


                   Prepaid                                 Percentage

                Within one year                                5%
                Between one and two years                      3%
                Between two and three years                    1%
                Thereafter                                     0%

   The loan contains covenants prohibiting certain types of transactions and
   limiting capital expenditures to $250,000 per annum without the prior consent
   of the lenders.


c. In connection with the December 1992 restructuring, the Company obtained a
   $500,000 loan from VX Capital Partners, L.P. (the "Partnership")
   collateralized by certain machinery and equipment (the "Partnership Loan")
   which bears interest at the prime lending rate (6.75% at June 30, 1994) plus
   1-1/4% and was originally due on September 30, 1994, however, on November
   10, 1994, the due date was extended to March 31, 1996.  All other terms 
   remain unchanged.

   On December 19, 1994, the Partnership distributed to each of the limited
   partners of the Partnership their pro rata portion of the partnership loan. 
   Each limited partner, except for one limited partner holding a $105,250
   portion of the Note, exchanged their pro rata portions of the Note for an
   aggregate of 789,500 shares of restricted Common Stock of the Company.  The
   Company's Board of Directors and Management believe based upon the receipt
   of a fairness opinion and other analysis, that the fair value of the shares
   exchanged is equal to the carrying amount of the converted portions of the
   Partnership Loan.  The fairness opinion (from an independent investment
   banking firm) stated that the exchange was fair to the stockholders of the
   Company from a financial point of view.


d. The Company leases its telephone system under agreements accounted for as
   capital leases.  The obligation for the telephone system require the Company
   to make monthly payments of $1,963 through December 1997.




<PAGE>
                    VTX ELECTRONICS CORP. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


The following is a summary of the aggregate annual maturities of long-term debt
and capitalized lease obligations:

                                            Capitalized
                                Long-term      lease
             March 31:              debt    obligations     Total   
                                ----------- -----------  ------------
                      1996      $  146,598  $   23,557   $   170,155
                      1997            -         23,557        23,557
                      1998       4,599,939      17,667     4,617,606
                      1999          (6,342)       -           (6,342)
                      2000       1,033,183        -        1,033,183
                                ----------- -----------  ------------
                                $5,773,378  $   64,781   $ 5,838,159
                                =========== ===========  ============

3.INVENTORIES

Inventory consists principally for products held for sale. The Company regularly
reviews its inventory for obsolete and slow-moving items which includes reviews
of inventory levels of certain product lines and an evaluation of the inventory
based on changes in technology and markets.  As of March 31, 1995 and June 30,
1994, the reserve was approximately $638,000 and $903,000, respectively.

     

4. COMMITMENTS AND CONTINGENCIES   
 
a. Employment Contracts

   On March 31, 1994, the Company entered into an employment agreement with its
   newly appointed president which requires total annual minimum compensation
   of $200,000 through March 1997 plus an annual bonus based on a percent of
   specified levels of achieved net profits.  No bonus amounts have been accrued
   as of March 31, 1995.  In addition, the Company's president deposited $50,000
   with a lender as cash collateral for a portion of a loan made to an entity
   the president previously served as an officer and director.  The Company has
   agreed, pursuant to the employment agreement, to purchase such cash
   collateral from its president for $50,000 in the event such cash collateral
   is not released by March 31, 1995 and, in turn, the president agreed to
   assign to the Company at such time his rights and privileges with respect to
   such cash collateral.  The Company has agreed to issue options to its 
   president to purchase 100,000 shares of the Company's common stock at an
   exercise price of $.50 per share in lieu of the purchase of such cash 
   collateral. 

b. Consulting Agreements

   On March 28, 1994, the Company entered into a three year nonexclusive
   consulting agreement/investment banking agreement which obligates the Company
   to pay an underwriter $49,375 upon the completion of the underwriting for
   consulting services with respect to securities and finance.  Commencing April
   1, 1995, the Company is obligated to pay such underwriter an additional
   $4,115 per month for 24 months for consulting services related to investment
   banking and finance services.




<PAGE>
                    VTX ELECTRONICS CORP. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

  
   Effective April 1, 1994, the Company entered into a three-year consulting
   agreement with a director for financial/management services.  Under the terms
   of the agreement, the director will receive $4,000 per-month.


c. Bonus Agreement

   On September 20, 1994 the Company's Board of Directors approved a bonus
   agreement for the Company's Chairman of the Board.  The agreement provides
   for the Chairman to receive a bonus of 5% of the Company's net operating
   profits up to a maximum of $100,000 for the fiscal year ended June 30, 1995. 
   No bonus amounts have been accrued as of March 31, 1995.


d. Leases:

   The Company's minimum annual lease commitments under noncancellable operating
   leases for premises at March 31, 1995 are as follows:

                     March 31:
                              1996         $  443,546
                              1997            371,234
                              1998            181,518
                              1999             51,317
                              2000             38,488
                                           ---------- 
                                           $1,086,103
                                           ==========

   Rent expense, including related real estate taxes and other operating
   charges, was approximately $321,908 and $243,644 for nine months ended March
   31, 1995, and 1994, respectively.


     
5. SUBSEQUENT EVENTS

a. In April 1995, the Company entered into a one year non-exclusive consulting 
   agreement for financial/management services.  Under the terms of the 
   agreement, the Consultant will receive $5,000 per month and five year 
   options to purchase up to 100,000 shares of the Company's common stock at 
   a price of $.50 per share which options shall vest at the rate of options
   to purchase 8,333 shares of common stock per month.



















<PAGE>
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS


Results of Operations
Nine months Ended March 31, 1995 and 1994 

For the nine months ended March 31, 1995, net sales were $26,770,000 as compared
to the nine months ended March 31, 1994 of $33,098,000, a decrease of 19.1%. The
decrease was due turnover of sales people and to recently hired sales people
learning the Company's operation and computer system; and also tight industry
supply of certain cable and wire items.  For the nine months ended March 31,
1995, sales from value-added distribution and manufacturing were approximately
$16,062,000 and $10,708,000, respectively, compared to $23,310,000 and
$9,788,000, respectively for the nine months ended March 31, 1994.

Gross profit for the nine months ended March 31, 1995 was $5,939,000 or 22.2% as
compared to the nine months ended March 31, 1994 of $7,155,000 or 21.6%, a
decrease in gross profit of $1,216,000 or 17%. The decrease was due to lower
sales, which was offset by slightly higher margins.

Selling, general and administrative expenses decreased by $2,056,000 or 25.6% to
$5,982,000 for the nine months ended March 31, 1995 from $8,038,000 for the nine
months ended March 31, 1994.  The implementation of the Company's Restructuring
Plan decreased expenses in the areas of salary and related expenses from
headcount reductions, by approximately $977,000, bad debt reserves by $415,000,
professional fees by $160,000, depreciation and amortization by $73,000, and
overall general expenses by $431,000.

Interest expense decreased by $46,000 or 7.1% to $606,000 for the nine months
ended March 31, 1995 from $652,000 for the comparable nine months in 1994.  The
decrease was due to reduced borrowing levels as a result of equity financing in
prior quarters.  The decrease would have been greater as compared to the prior 
nine months if prime rate did not increase.


Results of Operations
Quarter Ended March 31, 1995 and 1994 

For the quarter ended March 31, 1995, net sales were $8,158,000 as compared to
the quarter ended March 31, 1994 of $9,900,000, a decrease of 17.6%.  The
decrease was due to turnover of sales people and recently hired sales people
learning the Company's operation and computer system; and also tight industry
supply of certain cable and wire items.   Third quarter sales from value-added
distribution and manufacturing were approximately $4,848,000 and $3,310,000, for
the period ended March 31, 1995 versus $6,374,000 and $3,526,000 for the period
ending March 31, 1994, respectively.  

Gross profit for the quarter ended March 31, 1995 was $1,689,000 or 20.7% as
compared to the quarter ended March 31, 1994 of $2,096,000 or 21.2%, a decrease
of $407,000 or 19.4%. The decrease was primarily due to lower sales and slightly
lower margins.

Selling, general and administrative expenses decreased by $1,231,000 or 39.3% to
$1,905,000 for the quarter ended March 31, 1995 from $3,136,000 for the quarter
ended March 31, 1994.   The implementation of the Company's Restructuring Plan
decreased expenses in the areas of salary and related expenses from headcount
reductions by approximately $263,000, bad debt reserves by $303,000, 
professional fees by $382,000, depreciation and amortization by $32,000, and 
overall general expenses by $251,000.


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
 

Results of Operations
Quarter Ended March 31, 1995 and 1994 (CONTINUED) 

Interest expense increased by $56,000 or 18.9% to $203,000 for the quarter 
ending March 31,1995 from $147,000 for the comparable 1994 quarter.  The 
increase was due to a higher prime rate of interest as compared to the prior
quarter, and the prior quarter having an extinguishment of debt whereby the 
interest was discounted as a result of this extinguishment (SEE NOTE 2 b).


Liquidity and Financial Condition
As of March 31, 1995 and 1994

Working capital as of March 31, 1995 was $4,794,000 as compared with $5,320,000
as of June 30, 1994.  The $526,000 decrease in working capital was due to a
decrease in accounts receivables,  inventory and cash, which was offset by an
increase in prepaid expenses and other current assets, and accounts payable.

Long term debt as of March 31, 1995 was $5,667,000 a decrease of $671,000 or
10.6% from $6,338,000 at June 30, 1994.  This was due primarily to the Company's
partial debt conversion of an equipment loan to common stock and the balance of
this loan reclassified to current portion of long term debt (SEE NOTE 2 c),
reduced borrowing levels, and payments of capitalized lease obligations.  The
Company's asset based revolving credit facility provides a maximum availability
of $10,000,000 based on eligible accounts receivable and inventory.  As of March
31, 1995, $5,259,000 was available under this facility of which $4,600,000 was
drawn down.   The Company intends to continue to employ this line of credit to
finance inventory and accounts receivable.

<PAGE>
                          PART II- OTHER INFORMATION





                                     None
<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. 



                                                      VTX ELECTRONICS CORP.

                                            By: /s/ Donald W. Rowley        
                                                ----------------------------
                                                President


                                            By: /s/ Nicholas T. Hutzel      
                                                ----------------------------
                                                Controller, Secretary and
                                                Principal Accounting Officer





Dated: May 15, 1995



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