WILTEK, INC. INDEX Page No. PART I. FINANCIAL INFORMATION Consolidated Balance Sheet - at January 31, 1997 3 Consolidated Statement of Operations and Accumulated Deficit for the Three Months Ended January 31, 1997 and 1996 4 Consolidated Statement of Cash Flows for the Three Months Ended January 31, 1997 and 1996 5 Notes to Consolidated Financial Statements 6 - 7 Management's Discussion and Analysis of Financial Condition and Results of Operations 8 - 9 PART II. OTHER INFORMATION 10 Wiltek, Inc. Consolidated Balance Sheet (Unaudited) January 31, 1997 ASSETS Unaudited Current Assets Cash and cash equivalents $310,600 Accounts receivable, less allowance for doubtful accounts $35,000 1,004,100 Other current assets 104,500 Total Current Assets 1,419,200 Equipment, net 556,100 $1,975,300 LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities Obligation under capital lease, current portion $91,800 Accounts payable and accrued expenses 658,100 Deferred income 6,900 Total Current Liabilities 756,800 Long-Term Liabilities Obligation under capital lease, less current portion 111,900 Commitments and Contingent Liabilities Shareholders' Equity Preferred Stock 1,000,000 shares authorized and unissued Common Stock, stated value $.33-1/3 per share, 9,000,000 shares authorized; shares issued: 4,826,693 1,608,900 Paid in capital 5,650,700 Deficit (4,749,100) Less treasury stock at cost 1,146,235 shares (1,403,900) Total Shareholders' Equity 1,106,600 $1,975,300 <FN> See accompanying notes to consolidated financial statements. Wiltek, Inc. Consolidated Statement of Operations and Accumulated Deficit (Unaudited) Three Months Ended January 1997 1997 1996 Net Revenues Communication services $1,520,800 $1,240,300 Costs and Expenses Cost of communication services 808,500 617,100 Sales 245,800 252,800 General and administrative 199,000 202,800 Research and development 112,200 99,700 Interest expense 5,100 1,600 1,370,600 1,174,000 Net Income 150,200 66,300 Accumulated Deficit at Beginning of Period (4,899,300) (4,989,600) Accumulated Deficit at End of Period $(4,749,100) $(4,923,300) Earnings Per Common Share: Primary $ .04 $ .02 Fully Diluted .04 .02 Number of shares used in per share calculation: Primary 3,667,125 3,850,311 Fully Diluted 3,806,596 3,945,035 <FN> See accompanying notes to consolidated financial statements. Wiltek, Inc. Consolidated Statement of Cash Flows (Unaudited) Three Months Ended January 1997 1997 1996 Cash Flow from Operating Activities: Net Income $ 150,200 $66,300 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 59,500 43,700 (Increase) in accounts receivable and other current assets (222,700) (78,100) (Decrease) in accounts payable and accrued expenses (26,800) (137,500) Total adjustments (190,000) (171,900) Net cash (used) in operating activities (39,800) (105,600) Cash Flows from Investing Activities: Capital expenditures (18,700) (46,800) Net cash (used) in investing activities (18,700) (46,800) Cash Flows from Financing Activities: Proceeds from exercise of stock options 200 Payment under capital lease obligations (38,500) (20,700) Net cash (used) in financing activities (38,500) (20,500) Net decrease in cash and cash equivalents (97,000) (172,900) Cash and cash equivalents at beginning of period 407,600 444,200 Cash and cash equivalents at end of period $310,600 $271,300 Supplemental disclosure of cash flow information Cash paid during the quarter for: Interest 9,100 3,200 Income taxes 1,400 1,100 Supplemental schedule of non-cash investing and financing activities During the first quarter ending January 31, 1997, capital lease obligations of $63,000 were incurred when the Company entered into leases for new equipment. During the first quarter ending January 31, 1996, capital lease obligation of $34,500 was incurred when the Company entered into a lease for new equipment. <FN> See accompanying notes to consolidated financial statements. <FN> WILTEK, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The consolidated balance sheet as of January 31, 1997, and the related consolidated statements of operations and accumulated deficit for the three month periods ended January 31, 1997, and 1996 and the consolidated statement of cash flows for the three month periods ended January 31, 1997 and 1996 are unaudited; in the opinion of management, all adjustments necessary for a fair presentation of such financial statements have been included. Such adjustments consisted only of normal recurring items. Interim re The financial statements as of January 31,1997 and for the three month periods then ended should be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-KSB for the year ended October 31, 1996. The accounting policies followed by the company with respect to the unaudited interim financial statements are consistent with those stated in the 1996 Wiltek, Inc. Annual Report on Form 10-KSB. The company does not engage in a formal risk management program with respect to foreign currency exposure. Typically the company maintains cash balances in UK banks to provide for the working capital requirements of Wiltek (UK) Ltd. As of January 31, 1997 and January 31, 1996 these deposits amounted to $45,600 and $25,400, respectively. The company receives a portion of its revenue from foreign revenue sources, incurs service costs in England denominated in UK pounds and has assets and liabilities in the U Earnings per common share is based on the weighted average number of common and dilutive common equivalent shares outstanding. In accordance with the SFAS 109, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. However, in view of the uncertainty as to whether the Company will produce sufficient taxable income to utilize its deferred tax assets, a 100% valuation allowance has been established against such deferred tax assets. To offset t In accordance with the terms of contracts with some of its customers, the Company pays the common carrier communication costs incurred by the customers. The Company is reimbursed by the customers for these costs. The reimbursement is reflected as a reduction of expenses in the Company's consolidated statement of operations and is not included in revenues. Amounts billed to the Company and subsequently re-billed to the customers during the three month period ended January 31, 1997 and 1996 were $119,400 During the quarter ended January 31, 1997, one customer accounted for more than 10% of the Company's total revenues. This customer accounted for 19.2% of revenues. During the quarter ended January 31, 1996, two customers accounted for 10% or more of the Company's total revenues. These customers accounted for 21% and 15.3% of revenues. WILTEK, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Financial Condition and Liquidity Cash and cash equivalents have decreased by $97,000 from $407,600 at October 31, 1996. The decrease in cash was due to net cash used in operating activities of $39,800, capital expenditures during the period of $18,700 and payments under capital lease obligations of $38,500. The main cause of the decrease in cash used in operating activities was due to the increase in accounts receivable of $222,700 which was offset by net income and depreciation in the amounts of $150,200 and $59,500, respectively. Capital Results of Operations Communication services revenue increased by $280,500 during the first quarter ended January 31, 1997 when compared to the same period last year. An improved economic environment and consulting services resulted in increased revenues. The period to period increases (decreases) in the principal items included in the Consolidated Statement of Operations and Accumulated Deficit is summarized below: COMPARISON OF THREE MONTHS ENDED JANUARY 31, 1997 AND 1996 $ % Net Revenues 280,500 23 Cost of Services 191,400 31 Sales expense (7,000) (3) General and Administrative expense (3,800) (2) Research and Development expense 12,500 13 Interest expense 3,500 219 Net Income 83,900 127 Revenues from operations have increased by 23% during the three months ended January 31, 1997, versus the same period last year due to new consulting services. Three Months Ended January 31 1997 1996 Communication Services Revenue $1,520,800 $1,240,300 Communication Services Costs 808,500 617,100 Gross Profit $ 712,300 $ 623,200 Gross Profit Margins 47% 50% The gross profit margin for Communication Services has decreased by 3% in the current reporting period. As the result of increased consulting activity which is less profitable than communication services, the gross profit margin decreased. Sales: The company's selling expenses amounted to 16.1% of total revenues in the first quarter of 1997 as compared to 20.3% during the same period last year. The reduction in expense is due to the elimination of one sales position. General and Administrative: The company's G&A expenses amounted to 13.1% of total revenues in the first quarter of 1997 as compared to 16.3% during the same period last year. The reduction in expense for the first three months compared to the same period last year is the result of the elimination of one executive position. Research and Development: The increase in expense for the first three months compared to the same period last year is the result of the addition of one executive position. Interest expense: Due to current low interest rates available on cash balances, interest income declined for the three months ended January 31, 1997. Interest income is offset by an increase in interest expense due to the Company entering into capital lease obligations. Taxes: Due to losses in prior periods and the use of net loss carry forward for the three month period, Federal or State income tax provisions are not provided. PART II. OTHER INFORMATION Item 6. Exhibits and reports on Form 8-K b. Reports on Form 8-K. A form 8-K was filed on January 21, 1997, announcing that Wiltek, Inc. has appointed the following individuals as officers of the company: David Peter Holst-Grubbe - Vice President, Sales William P. Bunce - Vice President, Marketing Kevin C. Carathanasis - Vice President, Services. SIGNATURE 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. Date: March 7, 1997 WILTEK, INC. DAVID S. TEITELMAN ______________________________ David S. Teitelman President