1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C, 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended MARCH 31, 2000 Commission File Number 1-13424 DATA SYSTEMS NETWORK CORPORATION Michigan 38-2649874 (State or other jurisdiction of Incorporation (IRS Identification or organization) Number) 34705 W. 12 Mile Rd., Suite 300 Farmington Hills, Michigan 48331 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (248) 489-8700 Indicate by check mark whether the registrant (l) 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 them registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ] Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date: Common Stock, $.01 Par Value - 5,542,448 shares as of May 9, 2000 2 PART I. FINANCIAL INFORMATION ITEM I. FINANCIAL STATEMENTS INDEX TO FINANCIAL STATEMENTS Consolidated Balance Sheets as of March 31, 2000 and December 31, 1999 3 Consolidated Statements of Operations for the Three Months Ended March 31, 2000 and 1999 4 Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2000 and 1999 5 Notes to Consolidated Financial Statements for the Three Months Ended March 31, 2000 and 1999 6 3 DATA SYSTEMS NETWORK CORPORATION CONSOLIDATED BALANCE SHEETS UNAUDITED MARCH 31, DECEMBER 31, 2000 1999 ----------- ------------ ASSETS CURRENT ASSETS: Cash and cash equivalents $ 1,339,963 $ 1,516,709 Accounts receivable (net of allowance of $240,000 and $290,000 at March 31, 2000 and December 31, 1999 respectively). 8,908,977 9,132,585 Inventories 532,035 907,207 Notes receivable 50,000 50,000 Other current assets 1,207,588 1,132,070 ----------- ------------ Total current assets 12,038,563 12,738,571 PROPERTY AND EQUIPMENT, net 1,345,444 1,385,498 GOODWILL, (net of amortization of $600,313 and $557,938 at 2,789,695 2,832,070 March 31, 2000 and December 31, 1999 respectively.) OTHER ASSETS 303,985 351,956 ----------- ------------ TOTAL ASSETS $16,477,687 $ 17,308,095 =========== ============ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Bank line of credit 4,147,957 $ 5,217,794 Accounts payable 7,403,715 6,356,961 Accrued liabilities 1,484,205 1,742,977 Deferred maintenance revenues 1,710,263 1,598,024 ----------- ------------ Total current liabilities 14,746,140 14,915,756 COMMITMENTS and CONTINGENCIES - - STOCKHOLDERS' EQUITY Preferred stock, authorized 1,000,000 shares, none outstanding Common stock ($.01 par value; authorized 10,000,000 shares; issued and outstanding 5,509,224 at March 31, 2000 and December 31,1999) 55,092 55,092 Additional paid-in capital 18,575,219 18,575,219 Accumulated deficit (16,898,764) (16,237,972) ----------- ------------ Total stockholders' equity 1,731,547 2,392,339 ----------- ------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $16,477,687 $ 17,308,095 =========== ============ The accompanying notes are an integral part of these financial statements 4 DATA SYSTEMS NETWORK CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, UNAUDITED UNAUDITED 2000 1999 ----------- ----------- REVENUES: Product revenue $ 8,532,450 $ 9,078,105 Service revenue 4,722,402 5,270,411 ----------- ----------- Total revenues 13,254,852 14,348,516 COST OF REVENUES: Cost of products 7,139,768 6,770,807 Cost of services 4,107,468 4,331,416 ----------- ----------- Total cost of revenues 11,247,236 11,102,223 GROSS PROFIT 2,007,616 3,246,293 OPERATING EXPENSES: Selling expenses 1,582,609 1,769,477 General and administrative expenses 965,340 1,186,295 ----------- ----------- Total operating expenses 2,547,949 2,955,772 (LOSS)/INCOME FROM OPERATIONS (540,333) 290,521 OTHER (EXPENSE) INCOME: Interest expense (151,573) (122,233) Interest income 24,660 43,843 Other income 6,454 18,174 ----------- ----------- (120,459) (60,216) NET (LOSS)/INCOME $ (660,792) $ 230,305 =========== =========== (Loss)/Income per common share - basic and diluted Net (loss)/earnings per common share $ (0.12) $ 0.05 =========== =========== Weighted average shares outstanding 5,509,224 4,859,224 =========== =========== The accompanying notes are an integral part of these financial statements 5 DATA SYSTEMS NETWORK CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, UNAUDITED UNAUDITED 2000 1999 ----------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net (loss)/earnings (660,792) 230,305 Adjustments to reconcile net (loss)/earnings to net cash provided by (used in) operating activities: Depreciation and amortization 206,028 289,125 Changes in assets and liabilities that provided (used) cash, Accounts receivable 223,608 1,129,276 Notes receivable - 60,000 Inventories 375,172 796,403 Other current assets (75,518) 115,389 Other assets 47,971 (42,293) Accounts payable 1,046,754 (2,022,373) Accrued liabilities (258,772) (326,817) Deferred maintenance revenues 112,239 (1,166,810) ----------- ---------- Net cash provided by (used in) operating activities 1,016,690 (937,795) ----------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES : Acquisition of property and equipment, net (123,599) (4,290) ----------- ---------- Net cash used in investing activities (123,599) (4,290) ----------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Net current (repayments) borrowings under bank line of credit (1,069,837) 69,610 ----------- ---------- Net cash (used in) provided by financing activities (1,069,837) 69,610 ----------- ---------- NET DECREASE IN CASH AND CASH EQUIVALENTS (176,746) (872,475) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,516,709 2,695,863 ----------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD 1,339,963 1,823,388 =========== ========== SUPPLEMENTAL DISCLOSURES OF CASH FLOWS: Cash paid during the period for: Interest $ 151,573 $ 122,233 =========== ========== The accompanying notes are an integral part of these financial statements 6 DATA SYSTEMS NETWORK CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR QUARTER ENDED MARCH 31, 1999 UNAUDITED NOTE A - BASIS OF PRESENTATION The consolidated financial statements included herein have been prepared by Data Systems Network Corporation (the "Company") without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations. The information provided in this report reflects all adjustments consisting of normal recurring accruals which are, in the opinion of management, necessary for the fair presentation of the Company's financial position as of March 31, 2000, and the results of its operations and its cash flows for the three months ended March 31, 2000 and 1999. These consolidated financial statements should be read in conjunction with the Company's financial statements for the year ended December 31, 1999 as filed with the Securities and Exchange Commission. Results for the interim period are not necessarily indicative of results that may be expected for the entire year. NOTE B - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES Data Systems Network Corporation ("Data Systems"), incorporated in Michigan in 1986, provides computer network services and products that allow companies to control their complex distributed computing environments, allowing companies to capitalize on their investments in technology and people. Data Systems' wide range of services includes Applications Development, Network Services, Enterprise Management, Help Desk and Security Services. Data Systems also provides a wide range of network integration services including installation, consultation, technical support and training to governmental and corporate accounts. CASH EQUIVALENTS For purposes of the statement of cash flows, Data Systems considers all highly liquid debt instruments purchased with maturity of three months or less to be cash equivalents. RESTRICTED CASH At March 31, 2000, cash of $1,319,000 was restricted in connection with maintenance agreements. It will become unrestricted as revenue is recognized according to the terms of the agreements. INVENTORIES Inventories are stated at the lower of cost or market as determined by the weighted average method. Inventories consist of goods for resale and service parts, which represent equipment spares utilized for service contracts. PROPERTY AND EQUIPMENT Property and equipment are stated at cost. Depreciation and amortization are computed principally using the straight-line method based upon estimated useful lives ranging from 5 to 7 years. Amortization of leasehold improvements is provided over the terms of the various leases. 7 GOODWILL AND LONG-LIVED ASSETS The cost in excess of net assets acquired (goodwill) is amortized using the straight-line method over twenty years, which is the estimate of future periods to be benefited. Data Systems performs a review for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Undiscounted estimated future cash flows of an asset are compared with its carrying value, if the cash flows are less than the carrying value, an impairment loss is recognized. INCOME TAXES Income taxes are accounted for by using an asset and liability approach. Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial basis and tax basis of assets and liabilities. Assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. REVENUE RECOGNITION Revenue recognition for consulting, network installation services, time and materials services, and training is recognized when the services are rendered. Revenue from the sale of merchandise is recognized when the customer receives the product. Revenue from the sales of after-installation service maintenance contracts is recognized on a straight-line basis over the lives of the respective contracts. PRODUCT RETURNS AND SERVICE ADJUSTMENTS Product returns and service adjustments are estimated based upon historical data. Data Systems' customers have no contractual rights to return products. Data Systems determines whether to accept product returns on a case-by-case basis and will generally accept product returns only upon payment of a restocking fee and/or if the products may be returned to the manufacturer. Data Systems offers no warranty separate from the product manufacturers' warranties. EARNINGS OR LOSS PER SHARE In February 1997, the Financial Accounting Standards Board issued Statement No. 128, "Earnings per Share" ("SFAS 128"). SFAS 128 specifies the computation and presentation and disclosure requirements for earnings per share ("EPS") of entities with publicly held common stock or potential common stock. SFAS 128 defines two EPS calculations, basic and diluted. The objective of basic EPS is to measure the performance of an entity over the reporting period by dividing income available to common stock by the weighted average of shares outstanding. The objective of diluted EPS is consistent with that of basic EPS while giving effect to all dilutive potential common shares that were outstanding. For year ended March 31, 2000, there were no potentially dilutive common shares. USE OF ESTIMATES The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. FAIR VALUE OF FINANCIAL INSTRUMENTS The carrying amounts of Data Systems' financial instruments consist primarily of cash and cash equivalents, bank lines of credit, accounts receivables, accounts payable and short-term and long-term debt, approximate their fair values. 8 NOTE C - LINES OF CREDIT On September 30, 1998 Data Systems and Foothill Capital Corporation ("Foothill") entered into a credit facility ("Foothill Agreement"). The Foothill Agreement provides for a revolving line of credit not to exceed $15 million. The available line of credit at March 31, 2000 was $336,396. Data Systems may, at its option and subject to certain collateral requirements, increase the line to $20 million during the term of the Foothill Agreement. Borrowing limits under the Foothill Agreement are determined based on a collateral formula, which includes 85% of qualified trade receivables. Borrowings under the Foothill Agreement bear interest at 1% over Norwest Bank prime (10.0% at March 31, 2000) and have a term extending to September 30, 2001. Data Systems is required to maintain certain financial ratios. At March 31, 2000, due primarily to the Company's loss from operations, the Company was not in compliance with the EBITDA and net worth covenants. The Company has received waivers of such noncompliance from Foothill. The Foothill Agreement include restrictions with respect to dividend distributions by Data Systems. In connection with the Foothill Agreement, Data Systems issued a warrant for 50,000 shares of common stock with an exercise price not greater than $2.20 per share. This warrant will expire September 30, 2003. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. The following analysis of financial condition and results of operations of the Company should be read in conjunction with the Company's financial statements and notes thereto included under "Item 1. Financial Statements." RESULTS OF OPERATIONS REVENUES. Total revenues decreased 7.6% to $13.3 million for the three months ended March 31, 2000 from $14.3 million for the same period in 1999. The decrease was attributable to non-recurring product sales, completion of a systems application project and the August 1999 termination of the Company's unprofitable imaging services group. Product sales decreased $.5 million or 6.0% for the three months ended March 31, 2000 from the same period in 1999. The decrease was directly related to non-recurring product sales and the termination of the Company's unprofitable imaging services group. Service revenues decreased 10.4% to $4.7 million for the three months ended March 31, 2000. The decrease was due to the completion of a systems application project. Service revenues accounted for 35.6% of total revenues in the three months ended March 31, 2000 compared to 36.7% of total revenues in the corresponding period of 1999. The decrease is related to the reduction in service sales. COST OF REVENUES. The cost of revenues increased to 84.9% of total revenues for the three months ended March 31, 2000, from 77.4% during the corresponding period of 1999. The cost of product sales increased to 83.7% of product sale revenue for the three months ended March 31, 2000 compared to 74.6% for the same period in 1999. The Company attributes the increase to the Company's ability in 1999 to pass through equipment sales with certain key vendors. The Company did not have this ability in the three months ended March 31, 2000. In 1999, this allowed the Company to recognize commission revenue on those product sales without the associated cost of the product. The cost of service revenue increased to 87.0% of service revenues for the three months ended March 31, 2000, from 82.2% for the same period in 1999. The Company attributes the increase to expenses that were carried in anticipation of new system application projects in Florida and expenses incurred in Michigan due to the Company's focus on developing strategic service offerings. 9 OPERATING EXPENSES. Selling, general and administrative expense decreased to 19.2% of total revenue for the three months ended March 31, 2000 compared to 20.6% of total revenue for the same period in 1999. The decrease was related to the Company's continued effort to control overhead costs. Sales expense declined by $0.2 million or 10.6% when compared to the first quarter 1999 due primarily to a reduction in the commission plan. General and administrative expenses declined by $0.2 million or 18.6% when compared to the first quarter 1999 due primarily to reduction in headcount as a result of attrition. OTHER (EXPENSE) INCOME. Interest expense for the three months ending March 31,2000 increased 24.0% when compared to the same period in 1999. The increase reflects an increase in the interest rate on the Company's borrowings as a result of the increase in the prime rate. FINANCIAL CONDITION As of March 31, 2000, cash totaled $1.3 million, a decrease of $0.2 million from December 31, 1999. Cash provided by operating activities during the first quarter 2000 was $1.0 million, primarily due to an increase in accounts payable of $1.0 million, partially offset by a loss of $.6 million during the period. Net cash used in financing activities was attributable to a net repayment of the Company's bank line of credit of $1.1 million. The Company, in accordance with its bank financing agreement, applies all available cash to its outstanding line of credit balance. Daily working capital requirements are managed through daily borrowings. The Company finances its working capital needs primarily through a line of credit agreement with Foothill. The Foothill Agreement provides for an initial revolving line of credit not to exceed $15 million. The Company may, at its option and subject to certain collateral requirements, increase the line to $20 million during the term of the Foothill Agreement. Borrowing limits under the Foothill Agreement are determined based on a collateral formula, which includes 85% of qualified trade receivables. Borrowings under the Foothill Agreement bear interest at 1% over Norwest Bank's prime rate and have a term extending to September 30, 2001. As of March 31, 2000, the line of credit under the Foothill Agreement bore interest at 10%. As of March 31, 2000, the line of credit collateral formula permitted borrowings of up to $4.6 million, of which $4.2 million was outstanding. The agreement in effect at March 31, 2000 contains certain financial covenants related to earnings before interest, taxes, depreciation and amortization ("EBITDA"), net worth and capital expenditures. There are other covenants that require the Company's receivables to be genuine and free of all other encumbrances and require the Company's inventory to be kept only at certain locations and to be free of all other encumbrances. At March 31, 2000, due primarily to the Company's loss from operations, the Company was not in compliance with the EBITDA and net worth covenants. The Company has received waivers of such non compliance from Foothill and the Company's access and use of the line of credit was not affected. In the event that the Company would be unable to borrow amounts necessary to fund its operations, or if repayment of its obligations under the current credit agreement were demanded by Foothill, the Company's financial condition would be materially and adversely affected. In such event, there can be no assurance that the Company would be able to obtain alternative working capital financing to continue its operations. The Company's working capital deficiency as of March 31, 2000 was $2.7 million. The Company believes that the combination of present cash balances, future operating cash flows, and working capital provided by the Foothill Agreement or alternate working capital financing secured by the Company will be adequate to fund the Company's internal growth and current short and long term cash flow requirements. Upon completion of its planned merger into TekInsight Services, as described below, the Company believes that additional financing resources will be available and certain synergies relating to business opportunities will arise. However, the Agreement and Plan of Merger requires the Company to conduct business in the usual and ordinary course but under certain restrictions and limitations until closing. These restrictions and limitations, in the aggregate, could have a material effect on the Company's ability to quickly respond to changes in its business. 10 On February 18, 2000, Data Systems and TekInsight.Com, Inc. ("TekInsight") entered into an Agreement and Plan of Merger pursuant to which Data Systems would be merged (the "Merger") into Astratek, Inc., a wholly owned and operating subsidiary of TekInsight. On April 4, 2000 the parties amended the merger agreement to provide that Data Systems will merge into TekInsight Services, another wholly owned subsidiary of TekInsight. Completion of the Merger is subject to a number of conditions, including receipt of TekInsight and Data Systems shareholder approval, acceptance by Nasdaq for the listing of the convertible preferred stock to be issued Data Systems shareholders in the merger and other customary closing conditions. There can be no assurance that the Nasdaq listing will be obtained for the newly issued convertible preferred stock, or that any of the closing conditions will be satisfied. Although no assurances can be given, the parties intend to close the merger no later than June 30, 2000. FORWARD-LOOKING STATEMENTS The foregoing discussion and analysis contains a number of "forward looking statements" within the meaning of the Securities Exchange Act of 1934 and are subject to a number of risks and uncertainties. These risks may include the continuation of current favorable economic conditions, the ability of Data Systems' customers to fulfill contractual commitments, the ability of Data Systems to recruit and retain qualified personnel, the ability of Data Systems to develop and sustain new customers, the willingness of Data Systems' bank lender to continue to lend under its current credit facility or Data Systems' ability to secure alternative working capital financing, the relative uncertainties in the market direction of emerging technologies, the potential loss of key personnel, Data Systems' ability to retain its commercial and governmental contracts, the potential lack of market acceptance of Data Systems' products and services, and certain risks associated with the closing of the merger between Data Systems and TekInsight. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK In the normal course of business, the financial position of the Company is routinely subjected to a variety of risks. In addition to the market risk associated with interest on outstanding debt, other examples of risk include collectibility of accounts receivable and recoverability of residual values of assets placed in service. The Company's debt contains an element of market risk due to possible changes in interest rates. The Company regularly assesses these risks and has established collection policies and business practices to minimize the adverse effects of these and other potential exposures. The Company does not currently anticipate any material losses in these areas, due primarily to the lack of significant fluctuation in the prime-lending rate on which the Company's interest expenses are determined. The financial instruments included in the debt of the Company consist of all of the Company's cash and cash equivalents, bank financing, bank credit facilities and lines of credit, vendor credit lines, leases, and, if applicable, marketable securities, and any short and long-term investments. The Company assesses the risk of loss due to the impact of changes in interest rates on market sensitive instruments. Interest rates affecting the Company's debt are market based and will fluctuate as a result. The Company prepares forecasts and cost of funds analysis on significant purchases to anticipate the effect of market interest rate changes. 11 The Company's earnings are affected by changes in short-term interest rates as a result of its use of bank (line of credit) financing for working capital. If market interest rates based on the prime lending rate average 2% more in 2000 than they did during 1999, the Company's interest expense, after considering the effects of interest income, would increase, and the loss before taxes for the three months ending March 31, 2000 would increase by approximately $25,000 assuming comparable average borrowings. These amounts are determined by considering the impact of the hypothetical change in the interest rates on the Company's borrowing cost and short-term investment balances, if any. These analyses do not consider the effects of the reduced level of overall economic activity that could exist in such an environment. Further, in the event of a change of such magnitude, management would likely take actions to further mitigate its exposure to the change. However, due to the uncertainty of the specific actions that would be taken and their possible effects, the sensitivity analysis assumes no changes in the Company's financial structure. PART II. OTHER INFORMATION ITEM 1. - LEGAL PROCEEDINGS On or about October 29, 1998, the Securities and Exchange Commission ("SEC") informed the Company that it is conducting a formal private investigation of the accounting irregularities experienced by the Company in the fiscal years 1996 and 1997. This inquiry is ongoing, and the Company is cooperating with the investigation. 12 ITEM 6. - EXHIBITS AND REPORTS ON FORM 8-K (a) EXHIBITS A list of the exhibits required to be filed, as part of this Form 10-Q is included under the heading "Exhibit Index" in this Form 10-Q and incorporated herein by reference. (b) REPORTS ON FORM 8-K The following filings occurred in the first quarter of 2000: - ----------------------------------------------------------- Date Information Reported ---- --------------------- January 28, 2000 Items 5 and 7 March 1, 2000 Items 5 and 7 No financial statements were filed with these Reports on Form 8-K. 13 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. DATA SYSTEMS NETWORK CORPORATION By:/s/ Michael W. Grieves Date: May 12, 2000 ------------------ Michael W. Grieves Chairman of the Board, President and Chief Executive Officer (Duly Authorized Officer) By:/s/ Michael Jansen Date: May 12, 2000 -------------- Michael Jansen Vice President, Treasurer and Chief Financial Officer (Principle Financial Officer) 14 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION OF EXHIBITS - ----------- ----------------------- 2.1 Agreement and Plan of Merger, dated February 18, 2000, by and among Tekinsight.com, Inc., Astratek, Inc. and Data Systems Network Corporation, including Form of DSNC Voting Agreement and irrevocable Proxy as Exhibit A thereto, incorporated herein by reference from Data Systems' current report on Form 8-K filed March 1, 2000. Schedules to the Agreement, listed on page iv, were not filed but will be provided to the commission supplementally upon request. 2.2 First Amendment to the Agreement and Plan of Merger, dated as of April 4, 2000, by and among TekInsight.Com, Inc., Astratek, Inc., Tadeo E-Commerce Corp. and Data Systems Network Corporation. 27.1 Financial Data Schedule