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Top Source Reports Fiscal 1999 First Quarter Results

28 January 1999

Top Source Reports Fiscal 1999 First Quarter Results

    PALM BEACH GARDENS, Fla.--Jan. 27, 1999--Top Source Technologies, Inc. (AMEX: TPS) reported net income of $485,218 or $.02 per share for the first fiscal quarter ended December 31, 1998, compared to a net loss of $631,682 or ($.02) per share for the same period in 1997.
    Included in net income for the first fiscal quarter in 1999 is a one-time gain of $1,662,870 on the sale of a minority interest in the Company's automotive subsidiary, Top Source Automotive, Inc. ("TSA"), and a one-time gain of $158,745 from the extinguishment of debt. On a comparable basis, excluding these gains, the loss from operations for the first fiscal quarter ended December 31, 1998 was $958,423, compared to $631,682 for the same period one year ago.
    David Natan, Vice President and CFO reported, "Our first quarter cash loss from operating activities was approximately $765,000. During our fiscal second quarter, which ends on March 31, 1999, we expect cash flows to improve substantially as a result of the revenue and gross margin generated by the previously announced OSA-II sales to Flying J and due to increasing OSA-II sales activity."
    Will Willis, Chairman and CEO commented, "We are encouraged by recent OSA-II activity and continue to aggressively pursue major strategic partnerships in key industries where we believe OSA-II can have an immediate impact. Additionally, we are continuing to encourage existing customers to expand their OSA usage. Speedco, which currently leases 13 OSA-II units, has given us a firm commitment to place three more units within the next month. They also have advised us that they expect to place a minimum of 15 additional OSA-II units during 1999. This is consistent with their publicly stated expansion plan of having 50-75 locations in operation during the next two-three years."
    As previously announced, the Company has scheduled a conference call for all interested parties to be held on February 16, 1999 at 4:30 P.M., E.S.T. Please contact Maggie DeLutri at the Company at (561) 775-5756 or Heather Walters at The Equity Group at (212) 836-9606, if you wish to participate in the call.

                     TOP SOURCE TECHNOLOGIES, INC.

                            FINANCIAL TABLE
                              (Unaudited)

                                First Quarter Ended  First Quarter Ended
                                 December 31, 1998    December 31, 1997
                                                    
Total revenues                      $2,092,889           $3,276,328

Loss from operations                  (748,687)            (504,626)

Income/(loss) before income taxes 
  and extraordinary item               723,197  (1)        (613,182)

State income tax expense               (18,750)             (18,500)

Income/(loss) before 
  extraordinary item                   704,447  (1)        (631,682)

Extraordinary item - gain from 
  the extinguishment of debt           158,745                 --

Dividends and discounts 
  related to preferred stock          (377,974)                --

Net income/(loss) available 
  to common shareholders              $485,218            ($631,682)
                                      ========            ==========

Earnings (loss) per share:
   Earnings (loss) per share 
     before extraordinary item:
   Basic                                 $0.01               $(0.02)
                                         =====               =======
   Diluted                               $0.01               $(0.02)
                                         =====               =======
Extraordinary item:
   Basic                                 $0.01                 --
                                         =====
   Diluted                               $0.00                 --
                                         =====
Net earnings(loss):
   Basic                                 $0.02               $(0.02)
                                         =====               =======
   Diluted                               $0.02               $(0.02)
                                         =====               =======

Weighted average number 
  of common shares
  outstanding - basic               28,791,722           28,084,827
                                    ==========           ==========

Weighted average number 
  of common shares and
  dilutive potential 
  common shares outstanding
     - diluted                      34,061,550           28,084,827
                                    ==========           ==========

(1)  Includes one-time gain of $1,662,870 relating to the sale of a
     minority interest in the Company's TSA subsidiary.


    Top Source Technologies, Inc. develops, assembles, and markets sophisticated technologies including the patented MotorCheck(tm) On-Site Analyzer, "an oil analysis mini-lab in a box," and proprietary Overhead Sound Systems.

Forward-Looking Statements

    The statements discussed in this press release relating to the Company's expectations concerning second quarter cash flows from operations, and that it will lease 15 additional OSA-II units to Speedco Inc. and expand OSA-II usage at current customer sites are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The results anticipated by some or all of these forward-looking statements may not occur. Important factors that could cause actual results to differ materially from these forward-looking statements are: unexpected assembly or technical difficulties with the OSA-II and the decision by current OSA customers including Speedco not to expand OSA usage. Investors should also consider information contained in documents filed by the Company with the Securities and Exchange Commission.