DATA TRANSMISSION NETWORK CORP
10-Q, 1995-11-15
COMPUTER PROGRAMMING, DATA PROCESSING, ETC.
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-Q


                  Quarterly Report under Section 13 or 15 (d)
                     of the Securities Exchange Act of 1934


                      For Quarter Ended September 30, 1995


                         Commission File Number 0-15405




                     Data Transmission Network Corporation
             (Exact name of registrant as specified in its charter)


                              Delaware 47-0669375
              (State of Incorporation) (I.R.S. Employer ID Number)


             9110 West Dodge Road, Suite 200, Omaha, Nebraska 68114
               (Address of principal executive office) (Zip Code)


                                 (402) 390-2328
              (Registrant's telephone number, including area code)



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  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.



                                    Yes   X                            No
                                        -----                             -----
Number of shares of common stock outstanding as of November 8, 1995...3,312,784.

                                       1
<PAGE>
<TABLE>
<CAPTION>
                              FINANCIAL STATEMENTS
- -----------------------------------------------------------------------------------------



BALANCE SHEETS
- -----------------------------------------------------------------------------------------

                                                September 30, 1995      December 31, 1994
                                                     (Unaudited)             (Audited)
- -----------------------------------------------------------------------------------------



ASSETS


<S>                                                  <C>               <C>
Current Assets
 Cash                                                $      322,077    $      720,343
 Accounts receivable, net of allowance for
  doubtful accounts of $220,000                           4,986,011         3,297,773
 Prepaid expenses                                           439,316           189,332
 Deferred commission expense                              1,470,271           629,925
                                                     --------------    --------------
  Total Current Assets                                    7,217,675         4,837,373



Equipment Used By Subscribers, net of accumulated
 depreciation of $56,271,087 and $43,710,079             66,144,113        61,449,931

Equipment and Leasehold Improvements, net of
 accumulated depreciation of $6,538,193
 and $4,729,831                                           5,285,748         4,666,742

Intangible Asset, net of accumulated
 amortizationn of $103,540                                4,866,460              --

Other Assets                                                552,775           505,310
                                                     --------------    --------------
                                                     $   84,066,771    $   71,459,356



LIABILITIES AND STOCKHOLDERS' EQUITY


Current Liabilities
 Accounts payable                                    $    9,009,702    $    4,493,796
 Accrued expenses                                         1,702,656         1,117,206
 Current portion of long-term debt                        8,750,000         9,463,541
                                                     --------------    --------------
  Total Current Liabilities                              19,462,358        15,074,543


Long-Term Debt                                           26,437,499        19,578,124
Subordinated Long-Term Notes, net of unamortized
 discount of $535,775 and $595,310                       14,464,225        14,404,690
Equipment Deposits                                          521,228           542,102
Unearned Revenue                                         10,336,618         9,152,919


Stockholders' Equity
 Common stock, par value $.001, authorized
  20,000,000 shares, issued 3,375,408                         3,375             3,375
 Paid-in capital                                         14,302,689        14,302,689
 Retained earnings (deficit)                               (364,962)         (217,501)
 Treasury stock, at cost, 63,490 and 83,723 shares       (1,096,259)       (1,381,585)
                                                     --------------    --------------
  Total Stockholders' Equity                             12,844,843        12,706,978
                                                     --------------    --------------
                                                     $   84,066,771    $   71,459,356

<FN>
See notes to interim financial statements.
</FN>
</TABLE>

                                       2
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------






STATEMENT OF OPERATIONS
- -------------------------------------------------------------------------------------------------------

                                                  Quarter Ended                  Nine Months Ended
Unaudited                             Sept. 30, 1995   Sept. 30, 1994   Sept. 30, 1995   Sept. 30, 1994
- -------------------------------------------------------------------------------------------------------



REVENUES

<S>                                    <C>             <C>              <C>              <C>
 Subscriptions                         $  12,110,885   $   8,684,429    $  32,817,168    $  24,608,994
 Additional services                       1,004,800         913,940        2,868,210        2,640,032
 Communication services                    1,832,330       1,238,393        4,961,047        3,270,698
 Advertising                                 377,808         358,084        1,573,950        1,422,989
 Service initiation fees                     842,428         489,824        2,304,536        1,686,733
                                       -------------   -------------    -------------    -------------
                                          16,168,251      11,684,670       44,524,911       33,629,446


EXPENSES

 Selling, general and administrative       8,619,155       7,159,337       24,159,435       19,706,681
 Sales commissions                         1,375,229       1,009,274        3,631,816        2,589,586
 Depreciation and amortization             4,901,641       3,866,967       13,784,386       10,914,966
                                       -------------   -------------    -------------    -------------
                                          14,896,025      12,035,578       41,575,637       33,211,233
                                       -------------   -------------    -------------    -------------


OPERATING INCOME                           1,272,226        (350,908)       2,949,274          418,213

 Interest expense                          1,135,981         956,136        3,219,503        2,118,754
 Other income, net                            14,311          11,369           45,615           30,879
                                       -------------   -------------    -------------    -------------



INCOME (LOSS) BEFORE
 INCOME TAXES                                150,556      (1,295,675)        (224,614)      (1,669,662)

 Income tax (benefit) provision               54,000        (453,000)         (81,000)        (584,000)
                                       -------------   -------------    -------------    -------------


NET INCOME (LOSS)                      $      96,556   $    (842,675)   $    (143,614)   $  (1,085,662)

- -------------------------------------------------------------------------------------------------------


EARNINGS (LOSS) PER SHARE              $        0.03   $       (0.26)   $       (0.04)   $       (0.34)
- -------------------------------------------------------------------------------------------------------


Weighted Average Number of Shares
 Outstanding                               3,501,476       3,253,761        3,299,353        3,240,681
- -------------------------------------------------------------------------------------------------------



<FN>



See notes to interim financial statements
</FN>
</TABLE>




                                       3
<PAGE>
<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------






STATEMENTS OF CASH FLOWS
- -------------------------------------------------------------------------------------------------

                                                      Nine Months Ended
Unaudited                                       Sept. 30, 1995    Sept. 30, 1994
- --------------------------------------------------------------------------------------------------


Cash Flows From Operating Activities

<S>                                                   <C>                          <C>
 Net loss                                             $    (143,614)               $  (1,085,662)
 Adjustments to reconcile net loss to net cash 
 provided by operating activities:
 Depreciation and amortization                           13,784,386                   10,914,966
 Amortization of debt issue costs and discount               96,570                       32,190
 Deferred income taxes                                      (84,500)                    (566,000)
 Change in assets and liabilities:
  Accounts receivable                                    (1,688,238)                    (460,504)
  Prepaid expenses                                         (249,984)                    (330,708)
  Deferred commission expense                              (840,346)                     (44,461)
  Deferred debt issuance costs                                 --                       (395,000)
  Accounts payable                                          (51,048                      890,765
  Accrued expenses                                          585,450                       75,039
  Equipment deposits                                        (20,874)                     (25,381)
  Unearned revenue                                        1,183,699                    1,229,211
                                                      -------------                 -------------

   Net Cash Provided By Operating Activities             12,571,501                   10,234,455

Cash Flows From Investing Activities

 Capital expenditures:
  Equipment used by subscribers                         (15,801,619)                 (22,488,658)
  Equipment and leasehold improvements                   (1,961,415)                  (2,024,904)

Acquisition of Subscribers                               (1,634,046)                        --
                                                      -------------                 -------------

   Net Cash Used By Investing Activities                (19,397,080)                 (24,513,562)

Cash Flows From Financing Activities

 Proceeds from long-term debt                            13,250,000                   16,500,000
 Principal payments on long-term debt                    (7,104,166)                 (18,062,500)
 Proceeds from subordinated long-term debt                     --                     15,000,000
 Proceeds from the exercise of stock
  options and warrants                                      281,479                    1,265,040
 Purchase of treasury stock                                    --                       (534,000)
                                                      -------------                  -------------

   Net Cash Provided By Financing Activities              6,427,313                   14,168,540
                                                      -------------                  -------------

Net Decrease in Cash                                       (398,266)                    (110,567)

Cash at Beginning of Period                                 720,343                      648,391
                                                      -------------                  -------------

Cash at End of Period                                 $     322,077                $     537,824

                                                      -------------                  -------------

</TABLE>

                                       4
<PAGE>

                     DATA TRANSMISSION NETWORK CORPORATION

                     NOTES TO INTERIM FINANCIAL STATEMENTS



1.       GENERAL AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

                  The information  furnished  herein relating to interim periods
                  has  not  been  audited  by   independent   Certified   Public
                  Accountants.  The interim financial information in this report
                  reflects  any  adjustments   which  are,  in  the  opinion  of
                  management,  necessary for a fair statement of results for the
                  interim   periods   presented  in  accordance  with  generally
                  accepted accounting principles.  All such adjustments are of a
                  normal recurring nature.  The accounting  policies followed by
                  the company,  and additional  footnotes,  are set forth in the
                  audited  financial  statements  included in the company's 1994
                  Annual Report,  which report was  incorporated by reference in
                  Form 10-K for the fiscal period ended December 31, 1994.

2.       LONG-TERM DEBT AND LOAN AGREEMENTS:

                  The company has a senior loan  agreement with a group of seven
                  regional banks (the "senior loan agreement").  The senior loan
                  agreement,  which  expires  June  30,  1996  unless  extended,
                  provides for a total  commitment of up to  $34,500,000  in new
                  borrowings. As of September 30, 1995, $13,250,000 of the total
                  commitment had been borrowed,  with the remaining  $21,250,000
                  available to the company  subject to certain  restrictions  as
                  discussed below.

                  Additional  borrowings  under the senior  loan  agreement  are
                  available  to the  company,  so  long  as at the  time  of the
                  advance,  no default exists under the senior loan agreement or
                  under the subordinated notes agreement (see Note 3), and total
                  debt  outstanding   (including  term  notes   outstanding  but
                  excluding   long-term   subordinated  debt)  does  not  exceed
                  thirty-six times monthly operating cash flow (as defined).  As
                  of September  30, 1995,  based on its current  operating  cash
                  flow,  the  company  would  be  able  to  borrow  all  of  the
                  $21,250,000 remaining commitment available.

                  Substantially  all of the  company's  assets  are  pledged  as
                  collateral under the senior loan agreement. In addition to the
                  restrictions  mentioned above with respect to advances,  total
                  debt outstanding  (excluding  long-term  subordinated debt) is
                  limited to  forty-eight  times monthly  operating cash flow or
                  three and  one-half  times  stockholders'  equity  (defined to
                  include  long-term  subordinated  debt),  whichever  is  less.
                  Additionally,  total debt outstanding (including  subordinated
                  debt) is limited to sixty times monthly  operating  cash flow.
                  The company is also required to maintain  total  stockholders'
                  equity of at least $11,000,000, a ratio of quarterly



                                       5
<PAGE>

                  operating  cash flow to interest  expense  (as  defined) of at
                  least 2.25 to 1, and is restricted to paying no cash dividends
                  in excess of 25% of the prior years net operating income after
                  taxes.

                  Interest  on the  outstanding  borrowings  (prior  to when the
                  borrowings  might be  converted  to term loans,  as  discussed
                  below) is at a variable  rate,  depending  on the ratio of the
                  company's total borrowings  (excluding long-term  subordinated
                  debt) to stockholders equity (including long-term subordinated
                  debt) (the  "Ratio").  So long as the Ratio is below 2.0 to 1,
                  interest  is at prime.  When the Ratio is between 2.0 to 1 and
                  2.49 to 1, the interest  rate is at prime plus 1/4%.  When the
                  Ratio is between 2.50 to 1 and 2.99 to 1, the interest rate is
                  at prime  plus  3/4%.  When the Ratio is at or above 3.0 to 1,
                  the interest  rate is at prime plus 1 1/4%.  The prime rate is
                  adjusted  monthly,  with  the  interest  rate  adjustment  (as
                  defined above) changed quarterly.  As of November 1, 1995, the
                  variable rate borrowings  outstanding are accruing interest at
                  the prime rate of 8.75%.

                  The  company  has  the  option  to  convert  the   outstanding
                  borrowings to term loans at any time,  payable in  forty-eight
                  equal principal installments,  plus interest.  Interest on the
                  converted  term loans is at the greater of, a variable rate of
                  .75%  over  the  base  rate (as  determined  in the  preceding
                  paragraph)  or,  2.50%  above  the  average  of the  yields on
                  constant  maturity treasury bonds with maturities of three and
                  five years. As of September 30, 1995, $13,250,000 of the total
                  borrowings  outstanding  had not been converted to term loans.
                  The remainder of the borrowings  were term loans with interest
                  rates ranging from 6.75% to 9.25%.

                  The  company  pays a  commitment  fee of  1/4%  on all  unused
                  portion of the total commitment.  Additionally, once the Ratio
                  (as described  previously) reaches 2.50 to 1, the company will
                  be required to pay a closing fee of 1/2% on all new borrowings
                  made after that point in time.

3.       SUBORDINATED LONG-TERM NOTES:

                  On June 30, 1994, the company sold to one investor $15,000,000
                  of  its  11.25%  subordinated  long-term  notes  in a  private
                  placement   transaction   (the   "subordinated   debt").   The
                  subordinated  debt is  subordinate  in right of payment to all
                  current and future senior debt.  Interest on the  subordinated
                  debt is to be paid quarterly, with principal due in five equal
                  annual installments beginning on June 30, 2000.

                  The company has the option to prepay the subordinated  debt on
                  any date after June 30, 1997 at a premium beginning at 7.5% of
                  the principal  prepaid,  and decreasing by 1.5% per year until
                  June 30,  2002 when no  premium  is  required.  There are also
                  provisions for mandatory prepayment upon a change in ownership
                  control (as defined),  at a premium  beginning at 12.0% of the
                  principal  prepaid  during the period  ended June 30, 1995 and
                  decreasing  by 1.5%  per year  until  June  30,  2002  when no
                  premium is required.



                                       6
<PAGE>

                  The subordinated debt agreement contains a  cross-acceleration
                  clause,  whereby the subordinated debt will become immediately
                  due and  payable  upon a payment  default on the  senior  debt
                  outstanding.  Other subordinated debt financial  covenants and
                  restrictions  are generally less restrictive than those of the
                  senior loan agreement.

                  The company  also issued a warrant to the investor to purchase
                  25,000 shares of the company's $.001 par value common stock at
                  $22.17 per share on or before  June 30,  2004.  In  connection
                  with the issuance of the warrant to purchase common stock, the
                  company  recorded  a  $635,000  credit to  additional  paid in
                  capital  and a related  debt  discount,  which  represents  an
                  estimate of the fair value of the warrant issued.

                  Expenses  of  the   subordinated   debt   offering  have  been
                  capitalized  and are  being  amortized,  along  with  the debt
                  discount mentioned in the previous paragraph, over the life of
                  the subordinated debt using a level-yield method.

4.       EARNINGS (LOSS) PER SHARE:

                  Earnings  (loss)  per  share  were  calculated  based  on  the
                  weighted  average  number of shares  outstanding.  Outstanding
                  warrants  and options are included in the  calculation  of net
                  income (loss) per share only when their impact is dilutive.

























                                       7
<PAGE>

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF

                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS



FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

         Due to the  nature of the  Company's  business,  the  majority  of it's
         assets are invested in equipment used by it's subscribers. As a result,
         the Company does not have a significant amount of liquid assets.

         The  Company's  primary  commitment  for  capital  expenditures  is for
         equipment  used by it's  subscribers.  During the first nine  months of
         1995, the Company purchased  $15,802,000 of this equipment  compared to
         $22,489,000 in 1994. The decrease in purchases was mainly the result of
         reducing  inventory  levels  that had been built up by the end of 1994.
         These  purchases  were financed  through cash flow from  operations and
         borrowings under the revolving senior loan agreement.

         Effective  July 26, 1995,  the Company  entered into an agreement  with
         Knight-Ridder  Financial (KRF) to acquire 2,900 Knight-Ridder Commodity
         News  Service  subscribers.  The  Company  will  pay KRF  approximately
         $4,970,000  over two years,  made up of $3,000,000 for the  subscribers
         and  $1,970,000  for future  revenue  sharing.  The  $3,000,000 for the
         subscribers  is to be  paid  one-half  at  closing  and  the  remaining
         one-half due one year from closing.  The  $1,970,000 for future revenue
         sharing is based upon a company  estimate and is to be paid  quarterly.
         The purchase  price is being  capitalized  as an  intangible  asset and
         amortized using the straight line method over eight years.

         During the first nine months of 1995,  net cash  provided by  operating
         activities  increased  23%  primarily  due to the increase in operating
         cash flow as previously discussed.

         The Company  expects to satisfy  operating  expenses and debt repayment
         requirements  with  internally  generated  cash flows and the available
         credit line under the current senior loan  agreement.  During the first
         nine  months of 1995,  the Company has  borrowed  $13,250,000  from the
         available credit line.

         Stockholders  equity increased slightly to $12,844,843 at September 30,
         1995, mainly due to the issuance of treasury stock upon the exercise of
         options  outstanding to purchase common stock. This was offset slightly
         by the net loss for the first nine months of 1995.






                                       8
<PAGE>

RESULTS OF OPERATIONS

Revenues:

     Total  revenues  for the  third  quarter  and  first  nine  months  of 1995
     increased  38% and 32% over the same periods of 1994.  The increases can be
     attributed to strong  growth in  subscription,  communications  and service
     initiation  fee revenues.  A primary factor for the increase was the growth
     in total  subscribers  to 92,400  up from  80,200  one year  ago.  The main
     contributor  was the  Company's  commitment  to  increasing  its  means  of
     distribution by expanding the sales force,  which showed  positive  results
     with a strong growth in sales during a normally slower seasonal period.  In
     addition,   the  Company  acquired  2,900  subscribers  from  Knight-Ridder
     Financial  during the third  quarter of 1995 which are included in the 1995
     figures.   On  a  per  subscriber  per  month  basis,   operating  revenue,
     (subscription,   communication,   additional   services,   and  advertising
     revenues)  increased  to $57.13 and $54.42 for the third  quarter and first
     nine months of 1995  compared to $46.85 and $45.90 for the same  periods in
     1994.

     Subscriptions:
         The 15%  growth in total  subscribers  and the  continued  increase  of
         higher revenue services in the subscription mix, contributed to the 39%
         and 33%  increase in  subscription  revenue  for the third  quarter and
         first nine months of 1995 compared to 1994.

     Communication Services:
         The continued  strong growth by the DTNergy  service  resulted in a 48%
         and 52% revenue increase for the third quarter and first nine months of
         1995 compared to the same periods of 1994. DTNergy transmits  refiner's
         prices and other communications messages to wholesalers.

     Service Initiation Fees:
         The  increased  growth of new  subscription  sales,  due to the reasons
         discussed  above,  and an  increase  in the  standard  fee  charged  to
         subscribers  contributed to the revenue  increase.  Service  initiation
         fees in excess of related  marketing and set-up costs,  excluding sales
         commissions,  are deferred,  however,  currently  these revenues do not
         exceed the costs and therefore are not deferred. Service initiation fee
         revenue was up 72% for the third  quarter of 1995 over the same quarter
         in 1994 and 37% for the first nine months of 1995 compared to 1994.

Expenses:

     Total  expenses  for the  third  quarter  and  first  nine  months  of 1995
     increased 24% and 25% compared to 1994.  This increase was primarily due to
     increased costs to obtain new  subscribers,  due in part to the sales force
     expansion and the subscriber  acquisition,  and to service and support this
     increasing subscriber base.



                                       9
<PAGE>

     Selling, General and Administrative:
         Selling,  general and administrative  expenses grew 20% and 23% for the
         third  quarter  and first  nine  months of 1995,  mainly due to the 15%
         growth  in the  subscriber  base and the  continued  investment  in new
         developmental  services.  On a per  subscriber  per month basis,  these
         costs  were  $32.12 and  $31.14  for the third  quarter  and first nine
         months  of 1995,  compared  to $29.96  and  $28.32  one year ago.  As a
         percentage of revenues,  selling,  general and administrative  expenses
         were 53% and 54% for 1995  compared to 61% and 59% for the same periods
         in 1994. This trend is consistent with the prior quarters of 1995.

     Sales Commissions:
         Continued  increases  in gross  subscription  sales and strong  revenue
         growth  in  DTNergy  attributed  to the 36% and 40%  increase  in sales
         commissions  for the third  quarter  and first nine months of 1995 over
         1994.  DTNergy  commissions  are  based  on the  level  of net  revenue
         generated and not new sales as in other services.

     Depreciation and Amortization:
         Depreciation and  amortization  expense for the third quarter and first
         nine months of 1995  increased  27% and 26% over 1994 due to the rising
         subscriber  base and  with  the  change  in the  percentage  mix of the
         subscribers  receiving  their  services  via the more  expensive  color
         graphics  receiver.  As  a  percentage  of  revenue,  depreciation  and
         amortization  expense  was  slightly  lower down to 30% and 31% for the
         periods reported compared to 33% and 32% one year ago.

     Net Developmental Costs:
         As defined,  "net developmental  costs" include, 1) the costs of market
         research   activities,   2)  the  expenses  of  hardware  and  software
         engineering,  and 3) the negative  operating cash flow (after  interest
         expense but prior to  corporate  allocations)  of new  products.  These
         costs  for  the  third  quarter  of  1995  were  $794,000  compared  to
         $1,279,000  for the same  period in 1994.  For the first nine months of
         1995,  these costs were  $2,580,000  down from $3,243,000 for the prior
         year.  The  decrease  is  the  direct  result  of  the  success  of our
         developmental  services.  In effect,  the increase in revenues from our
         new services have decreased the negative operating cash flow from these
         services.  Net developmental  costs is one measurement of the Company's
         investment in new services and technology.

Operating Cash Flow:

     Operating cash flow (operating income before  depreciation and amortization
     expense)  grew 76% for the third  quarter of 1995 over 1994.  For the first
     nine  months,  the  growth  was at 48% for  1995  over  1994.  The  rise in
     operating  cash  flow  can  be  attributed  primarily  to  an  increase  in
     subscribers  and an increase in  subscribers  utilizing  the higher  margin
     services. Operating cash flow is a key component management uses to measure
     the Company's success.






                                       10
<PAGE>

Interest Expense:

     The interest  expense  increase for the third quarter and first nine months
     of 1995 over 1994 was primarily due to higher borrowing requirements needed
     to fund  purchases of equipment  used by  subscribers,  a rise in the prime
     rate  that  drives  the  Company's  revolving  variable  rate  debt and the
     addition of the  subordinated  debt obtained late in the second  quarter of
     1994. In addition,  borrowings  were needed to fund the  acquisition of the
     2,900 Knight-Ridder Commodity News Service subscribers in the third quarter
     of 1995. As a percentage of revenue, interest expense was down at 7% in the
     third quarter of 1995 compared to 8% one year ago.

Income Tax (Benefit) Provision:

     The Company's  effective  income tax rate was 36% for the third quarter and
     first nine months of 1995 compared to 35% for both periods one year ago.

































                                       11
<PAGE>

                                   FORM 10-Q

                     DATA TRANSMISSION NETWORK CORPORATION

                          PART II - OTHER INFORMATION

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:

             (a)      Date of Annual Meeting of Stockholders - April 26, 1995.
             (b)      Directors Elected - Roger R. Brodersen, Robert S. Herman,
                      David K. Karnes, J. Michael Parks, Jay E. Ricks, Greg T.
                      Sloma and Roger W. Wallace.
             (c)      Other Matters Voted Upon
                      -        Proposal to amend the Company's Non-Employee
                               Directors Stock Option Plan, 2,700,301 votes
                               for,  54,887 votes  against,  14,000  broker
                               non-votes and 19,196 votes abstained.
                      -        Ratification  of the appointment of Deloitte
                               and Touche LLP as  independent  auditors for
                               1995,   2,770,192  votes  for,  8,635  votes
                               against and 9,557 votes abstained.

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K:

             (a)      Exhibits - 11 - Statement re computation of per share
                      earnings.
             (b)      Reports on Form 8-K
                      None

SIGNATURE

Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
Registrant  has duly  caused  this  report to be  signed  on it's  behalf by the
undersigned thereunto duly authorized.

                                    DATA TRANSMISSION NETWORK CORPORATION

                           By        /s/ Roger R. Brodersen
                                    --------------------------------- 
                                    Roger R. Brodersen
                                    Chairman, President and CEO

                           By        /s/ Greg T. Sloma
                                    --------------------------------
                                    Greg T. Sloma
                                    Executive Vice President and Chief
                                    Operating Officer

                           By        /s/ Brian L. Larson
                                    --------------------------------- 
                                    Brian L. Larson
                                    Chief Financial Officer, Secretary
                                    and Treasurer

Dated this 8th day of November, 1995.

                                       12
<PAGE>


<TABLE>
<CAPTION>
                                                                                                  Exhibit 11
- ------------------------------------------------------------------------------------------------------------





COMPUTATION OF NET INCOME PER SHARE
- ------------------------------------------------------------------------------------------------------------

                                               Quarter Ended                       Nine Months Ended
                                       Sept. 30, 1995   Sept. 30, 1994     Sept. 30, 1995    Sept. 30, 1994
- ------------------------------------------------------------------------------------------------------------



PRIMARY

Computation of income per common
 and common equivalent share:

<S>                                       <C>            <C>                <C>             <C>         
Net income (loss)                         $    96,556    $  (842,675)       $  (143,614)    $(1,085,662)
                                          ===========     ===========        ===========    ===========

Average shares outstanding                  3,307,822      3,253,761          3,299,353      3,240,681

Add shares applicable to stock
 options & warrants (1)                       192,558          --                 --              --

Add shares  applicable to stock options
& warrants prior to  conversion,  using
 average market price prior to
 conversion (1)                                 1,096          --                 --             --

                                          -----------   -----------         -----------    -----------

 Total shares                               3,501,476     3,253,761           3,299,353      3,240,681
                                          ===========   ===========         ===========    ===========

 Per common share:
  Net income (loss) (1)                   $      0.03   $     (0.26)        $     (0.04)   $     (0.34)
                                          ===========   ===========         ===========    ===========

- ---------------------------------------------------------------------------------------------------------
<FN>

(1)      Shares  applicable  to warrants  and stock  options are included in the
         calculation only when their impact is dilutive.
</FN>
</TABLE>







                                       13
<PAGE>

<TABLE>
<CAPTION>
                                                                                     Exhibit 11-page 2
- ------------------------------------------------------------------------------------------------------





COMPUTATION OF NET INCOME PER SHARE
- ------------------------------------------------------------------------------------------------------

                                                 Quarter Ended                  Nine Months Ended
                                        Sept. 30, 1995   Sept. 30, 1994  Sept. 30, 1995  Sept. 30, 1994
- -------------------------------------------------------------------------------------------------------



FULLY DILUTED

Computation of income per common and
 common equivalent share:

<S>                                       <C>           <C>            <C>            <C>         
Net income (loss)                         $    96,556   $  (842,675)   $  (143,614)   $(1,085,662)
                                          ===========   ===========    ===========    ===========

Average shares outstanding                  3,307,822     3,253,761      3,299,353      3,240,681

Add shares applicable to stock
 options & warrants (1)                       232,950          --             --             --

Add shares  applicable to stock options
& warrants prior to  conversion,  using
 average market price prior to
 conversion (1)                                 1,175          --             --             --

                                          -----------   -----------    -----------    -----------

 Total shares                               3,541,947     3,253,761      3,299,353      3,240,681
                                          ===========   ===========    ===========    ===========

 Per common share:
  Net income (loss) (1)                   $      0.03   $     (0.26)   $     (0.04)   $     (0.34)
                                          ===========   ===========    ===========    ===========

- -------------------------------------------------------------------------------------------------------


<FN>

(1)      Shares  applicable  to warrants  and stock  options are included in the
         calculation only when their impact is dilutive.
</FN>
</TABLE>



























                                       14
<PAGE>

<TABLE> <S> <C>


<ARTICLE> 5
<MULTIPLIER>                                   1
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                              DEC-31-1995
<PERIOD-START>                                 JAN-01-1995
<PERIOD-END>                                   SEP-30-1995
<CASH>                                         322,077
<SECURITIES>                                         0
<RECEIVABLES>                                5,206,011  
<ALLOWANCES>                                   220,000
<INVENTORY>                                          0
<CURRENT-ASSETS>                             7,217,675
<PP&E>                                     134,239,141  
<DEPRECIATION>                              62,809,280
<TOTAL-ASSETS>                              84,066,771
<CURRENT-LIABILITIES>                       19,462,358
<BONDS>                                     40,901,724
<COMMON>                                         3,375
                                0
                                          0
<OTHER-SE>                                  12,841,468
<TOTAL-LIABILITY-AND-EQUITY>                84,066,771
<SALES>                                     44,524,911   
<TOTAL-REVENUES>                            44,524,911
<CGS>                                                0
<TOTAL-COSTS>                               41,575,637
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                           3,219,503  
<INCOME-PRETAX>                               (224,614)
<INCOME-TAX>                                   (81,000)
<INCOME-CONTINUING>                           (143,614)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (143,614)
<EPS-PRIMARY>                                    (0.04)
<EPS-DILUTED>                                    (0.04)
        



</TABLE>


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