SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1996 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT For the transition period from _______ to _______ Commission file number 0-14204 DATA NATIONAL CORPORATION _______________________________________________________________ (Exact name of small business issuer as specified in its charter) Colorado 84-0958983 ___________________________ _______________________________ (State or other jurisdiction (IRS Employer Identification No.) of incorporation or organization) 11415 West I-70 Frontage Road North, Wheat Ridge, CO 80033 __________________________________________________________ (Address of principal executive offices) (303) 431-1933 _________________________ (Issuer's telephone number) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 the issuers Common Stock, .0001 par value as of June 30, 1996 was 535,478,340 shares. Transitional Small Business disclosure format. Yes ______ No X INDEX Page PART I Item 1. Financial Statements Consolidated Balance Sheets 2 Consolidated Income Statements (Unaudited) 3,4 Consolidated Statements of Cash Flows 5 Management's Statement 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation 7,8 PART II Item 1. Legal Proceedings 9 Item 2. Change in Securities 9 Item 3. Defaults Upon Senior Securities 9 Item 4. Submission of Matters to a Vote of Security Holders 9 Item 5. Other Matters 9 Item 6. Exhibits and Reports on Form 8-K 9 Signatures 10 Financial Data Schedule 11 ITEM 1. FINANCIAL STATEMENTS -------------------- DATA NATIONAL CORPORATION CONSOLIDATED BALANCE SHEETS (Unaudited) (Audited) June 30, September 30, 1996 1995 _________ _________ Assets Current Assets: Cash and equivalents $ 154 $ 91,359 Receivables: Trade, less allowances for bad 359,376 244,932 debts of $5,077 in 1996 and 1995, respectively Other 3,021 5,989 Inventory, at cost 82,473 47,692 Prepaid expenses 27,458 4,633 _______ _______ Total current assets 472,482 394,605 Property and equipment, at cost 694,881 431,141 Less: Accumulated depreciation (352,262) (319,137) _________ _________ 342,619 122,004 _________ _________ Other assets 8,450 9,696 _________ _________ $823,551 $516,305 ========= ========= Liabilities and Stockholders' Deficit - ------------------------------------- Current Liabilities: Deferred revenue $138,241 $132,478 Accounts payable 100,274 61,778 Accrued expenses 25,842 20,070 Note payable - related party 95,000 Current portion - capital leases 35,750 6,932 _______ _______ Total current liabilities 395,108 221,258 _______ _______ Note payable - related party 767,672 869,072 Capital leases, net of current portion 119,050 753 Stockholders' Deficit: Common stock $.0001 par value, authorized 600,000,000 shares; 535,478,340 shares issued and outstanding in 1996 and 327,478,340 issued and outstanding in 1995 53,547 32,747 Additional Paid in Capital 111,798 Accumulated deficit (623,624) (607,525) ________ ________ $823,551 $516,305 ======== ======== See Note to Consolidated Financial Statements 2 ITEM 1. FINANCIAL STATEMENTS (CONTINUED) -------------------------------- DATA NATIONAL CORPORATION CONSOLIDATED INCOME STATEMENTS (UNAUDITED) Nine Months Ended _______________________ June 30, June 30, 1996 1995 Net sales $ 1,966,783 $ 1,848,413 Cost of sales 1,004,327 932,893 ___________ ___________ Gross profit 962,456 915,520 Selling and marketing expense 323,620 283,661 General and administrative expense 598,052 448,562 __________ __________ Operating income 40,784 202,494 Other income (expense): Interest and other income 14,966 4,532 Interest expense, primarily related party (71,849) (69,954) __________ _________ (56,883) (65,422) __________ _________ Net income (loss) $ (16,099) $117,875 ========== ========= Net income (loss) per share - - Weighted average shares outstanding 362,145,006 327,478,340 =========== =========== See Note to Consolidated Financial Statements 3 ITEM 1. FINANCIAL STATEMENTS (CONTINUED) -------------------------------- DATA NATIONAL CORPORATION CONSOLIDATED INCOME STATEMENTS (UNAUDITED) Three Months Ended _______________________ June 30, June 30, 1996 1995 _______ _______ Net sales $ 631,575 $ 598,413 Cost of sales 311,995 260,366 ___________ ___________ Gross profit 319,580 338,047 Selling and marketing expense 115,990 89,478 General and administrative expense 224,471 143,478 ___________ __________ Operating income (loss) (20,881) 105,091 Other income (expense): Interest and other income 5,648 2,510 Interest expense, primarily related party (25,855) (23,212) __________ _________ (20,207) (20,702) __________ _________ Net income (loss) $ (41,088) $ 84,389 ========== ========= Net income (loss) per share - - Weighted average shares outstanding 431,478,340 327,478,340 =========== =========== See Note to Consolidated Financial Statements 4 ITEM 1. FINANCIAL STATEMENTS (CONTINUED) -------------------------------- DATA NATIONAL CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS Nine Months Ended _______________________ June 30, June 30, 1996 1995 ________ ________ Cash flow from (used in) operating activities Net income (loss) $ (16,099) $ 117,875 Adjustments to reconcile net income to cash flow from operating activities: Depreciation 33,125 38,624 Changes in assets and liabilities: (Increase) decrease in receivables (114,444) (22,991) (Increase) decrease in inventory (34,781) (28,189) (Increase) decrease in prepaid expenses (22,825) (5,358) (Increase) decrease in other assets 4,214 (3,222) Increase (decrease) in accounts payable 38,495 (22,689) Increase (decrease) in accrued expenses 5,772 (11,680) Increase (decrease) in deferred revenue 5,763 (3,512) ________ _________ Total adjustments (84,681) ( 59,017) ________ _________ Cash flow from (used in) operating activities (100,780) 58,858 Cash flow (used in) investing activities: Purchases of property and equipment (263,740) (74,582) Cash flow from (used in) financing activities: Borrowings - related party (6,400) - Repayment of related party note - (3,829) Issuance of stock to executives 132,600 Borrowing under (repayment of) capital leases 147,115 (9,258) ________ _______ Cash flow from (used in) financing activities 273,315 (13,087) Increase (decrease) in cash and equivalents (91,205) (28,811) Cash and equivalents, beginning of period 91,359 84,245 ________ _________ Cash and equivalents, end of period $ 154 $ 55,434 ======== ========= Supplemental information: Income taxes paid - - Interest paid $ 71,849 $ 69,954 ======== ========= See Note to Consolidated Financial Statements 5 ITEM 1. FINANCIAL STATEMENTS (CONTINUED) -------------------------------- DATA NATIONAL CORPORATION NOTE TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - MANAGEMENT'S STATEMENT - ------------------------------- In the opinion of management, the accompanying financial statements contain all adjustments (which consist only of normal, recurring adjustments) necessary to fairly present the Company's financial position, results of operations, and cash flows. The operating results presented are not necessarily indicative of the operating results for the years ending September 30, 1996 and 1995. Reference should be made to the notes to the consolidated financial statements included in Form 10-KSB for the year ended September 30, 1995, for additional information. 6 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ---------------------------------------------------------------- Liquidity and Capital Resources - ------------------------------- June 30, 1996 as Compared to September 30, 1995 ----------------------------------------------- The Company's working capital decreased from $173,347 at September 30, 1995 to $77,374 at June 30, 1996, primarily because of purchases of equipment and increases in receivables, inventory, and prepaid expenses. The Company was not obligated for additional capital expenditures at June 30, 1996, but will be expected to continue to upgrade its systems given the nature of its business and the current technology "refresh" project. The Company remains dependent upon the Dillon note for financing, and almost certainly would cease operations if the note were deemed in default and called or not renewed. The Company believes that favorable operating results will continue and the combination of cash flow from operations and acquiring equipment through leasing will provide liquidity for the near-term future. The Company is also discussing the acquisition of a line of credit with various financial institutions. Results of Operations For the quarter ended June 30, 1996, the Company received revenues from database marketing services to a variety of new businesses, including the financial services industry and retail auto dealerships, lines of business started in the first quarter of 1996. The Company continues to provide database marketing services to automotive repair facilities. The new business is a result of the Company's efforts to diversify its customer base and provide integrated database marketing services. The new business generated approximately $85,000 of additional revenue during the three months ended June 30, 1996. The Company continues to remain dependent upon two major customers in the automotive repair business which account for over 50% of net sales. For the nine month period ended June 30, 1996, revenues increased $118,370 or 6.4%. The increase is attributable to the introduction of new services to new industries. Cost of sales for the quarter ended June 30, 1996 increased from 43% for the quarter ended June 30, 1995 to 49%. The cost of sales for the quarter ended June 30, 1995 were unusually low due to a special "one-time" service provided to a major customer. This service was not repeated for the quarter ended June 30, 1996. For the nine months ended June 30, 1996 cost of sales was 51% as a percentage of sales compared to 50% for the nine months ended June 30, 1995. Selling and marketing expense increased from $89,478 for the quarter ended June 30, 1995 to $115,990 for the quarter ended June 30, 1996. The increase is primarily due to additional staff for the new services and new products. For the nine months ended June 30, 1996 selling and marketing expense increased $39,959 for reasons identical to the quarter, explained above. General and administrative (G&A) expenses increased $80,993 from $143,478 for the quarter ended June 30, 1995 to $224,471 for the quarter ended June 30, 1996. For the nine month period ended June 30, 1996 G&A increased by $149,490 over the nine month period ended June 30, 1995. Executive salaries increased by $31,200 in May of 1996 as a result of stock that was awarded to certain executives. Reference should be made to the Form 8-K dated May 15, 1996. The remaining amount of the increase in G&A was due to costs the Company continues to incur in their information technology department related to the replacement of their computer system, used for production and for maintenance of the database. In addition to the costs reported as G&A expenses, the Company has expended $59,500 in consulting, which has been capitalized and 7 reported as property and equipment. The consultant has been advising the Company on the new computer system and will assist the Company in the transition to the new system. These costs will be amortized over four years, the estimated useful life of the asset, beginning on the date the new system is placed in service and the old system is removed. Interest expense is substantially related to the Dillon note, and is expected to remain a significant cost in the near future. 8 DATA NATIONAL CORPORATION FORM 10-QSB June 30, 1996 PART II ITEM 1. Legal Proceedings The Company was a defendant in a lawsuit, as more fully described in the Form 10-K filed by the Company for the year ended September 30, 1995. The plaintiffs in the suit asked for $5,000,000 in damages. In January of the 1996 the Company was awarded a summary judgement against the plaintiff. The plaintiff appealed the judgement. In May of 1996 the Company settled the lawsuit for no additional costs. ITEM 2. Changes in Securities. None. Item 3. Defaults Upon Senior Securities. None. Item 4. Submission of Matters to a Vote of Security Holders. None. Item 5. Other Information. None. ITEM 6. Exhibits and Reports on Form 8-K. A report on Form 8-K was filed on May 15, 1996 with regard to Items 5 and 7. No financial statements were filed in connection therewith. 9 SIGNATURES In accordance with the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant) DATA NATIONAL CORPORATION BY (Signature) /s/ Richard S. Simms (Dated) August 12, 1996 (Name and Title) Richard S. Simms, CFO (6-30-95.10q) 10