CSI COMPUTER SPECIALISTS INC
10QSB, 1999-09-27
COMPUTER PROGRAMMING, DATA PROCESSING, ETC.
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                   FORM 10-QSB
(Mark One)

|X|  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934

For the quarterly period ended June 30, 1999

                                       OR

|_|  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

For the transition period from ________ to ___________

Commission file number: 0-26464


                         CSI Computer Specialists, Inc.
             (Exact name of Registrant as specified in its charter)

Delaware                                                     52-1599610
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

904 Wind River Lane  Suite 100
Gaithersburg,  Maryland                                       20878
(Address of principal executive offices)                      (Zip code)

                                  301-921-8860
               (Registrant's telephone number including area code)


         Check whether the issuer (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 ____


         State the number of shares  outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

Title                                       Outstanding

Common Stock, par value $0.001 per share    3,715,888 shares at August 31, 1999


Transitional Small Business Disclosure Format (check one);
Yes___ No X

<PAGE>


PART 1.   FINANCIAL INFORMATION
ITEM 1.   FINANCIAL STATEMENTS
                 CSI COMPUTER SPECIALISTS, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
                                                   June 30,        December 31,
                                                     1999              1998
                                               ----------------  ---------------
                            ASSETS
CURRENT ASSETS
  Cash and cash equivalents                         $  147,519        $  49,035
  Accounts receivable                                4,151,106        3,647,632
  Net investment in sales-type leases - current        106,993          118,502
  Inventory for resale                                 562,229          513,179
  Parts and supplies                                   943,533          926,044
  Prepaid income taxes                                 345,863          343,662
  Prepaid expenses                                      82,040          104,427
                                               ----------------  ---------------
     Total current assets                            6,339,283        5,702,481
                                               ----------------  ---------------

PROPERTY AND EQUIPMENT - AT COST                     1,710,225        1,836,732
     Less accumulated depreciation                   1,159,068        1,131,490
                                               ----------------  ---------------
                                                       551,157          705,242
                                               ----------------  ---------------
OTHER ASSETS
  Goodwill (Net of accumulated amortization)           481,931          500,890
  Net investment in sales-type leases - non-current          -           72,360
  Deferred tax asset                                   145,000          145,000
  Cash - restricted                                          -          443,846
  Other assets                                          97,663           96,403
                                               ----------------  ---------------
                                                       724,594        1,258,499
                                               ----------------  ---------------
                                                   $ 7,615,034      $ 7,666,222
                                               ================  ===============

             LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Accounts payable                                   3,150,423        2,713,031
  Accrued expenses                                     223,960          262,246
  Revolving line of credit                           2,184,656        2,308,656
  Current maturities of long term debt                       -            7,700
  Deferred income taxes payable                              -                -
                                               ----------------  ---------------
     Total current liabilities                       5,559,039        5,291,633
                                               ----------------  ---------------

LONG-TERM DEBT, less current maturities                      -            4,474
                                               ----------------  ---------------

COMMITMENTS
REDEEMABLE COMMON STOCK - 313,726 SHARES                     -          400,000
STOCKHOLDERS' EQUITY
  Preferred stock - authorized, 10,000,000
   shares of $.001 par value                       $         -      $         -
  Common stock - authorized, 25,000,000
   shares of $.001 par value; issued and
   outstanding, 3,715,988 shares                         3,716            3,716
  Paid-in capital                                    5,073,593        5,117,439
  Retained earnings                                 (3,021,314)      (3,151,040)
                                               ----------------  ---------------
     Total stockholders' equity                      2,055,995        1,970,115
                                               ----------------  ---------------
                                                   $ 7,615,034      $ 7,666,222
                                               ================  ===============
           See accompanying notes to condensed financial statements.

<PAGE>


                 CSI COMPUTER SPECIALISTS, INC. AND SUBSIDIARIES

                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)

                                                     Three Months Ended
                                                          June 30,
                                                  1999                1998
                                           -----------------   -----------------


Revenues
  Maintenance services                         $  3,365,475        $  3,236,354
  Parts and equipment sales                       4,248,428           5,059,028
                                           -----------------   -----------------
                                               $  7,613,903        $  8,295,382

Costs and expenses
  Cost of maintenance services                    2,354,877           2,274,510
  Cost of parts and equipment sales               3,890,316           4,437,664
  Selling, general and administrative             1,321,544           1,666,021
                                           -----------------   -----------------
                                                  7,566,737           8,378,195
                                           -----------------   -----------------
     Operating profit                                47,166             (82,813)

Other income (deductions)
  Gain on sale of assets                             68,519                   -
  Net interest income (expense)                     (32,600)            (30,874)
                                           -----------------   -----------------
                                                     35,919             (30,874)
                                           -----------------   -----------------


     Earnings before income taxes                    83,085            (113,687)

Income taxes
  Currently payable                                  29,200             (57,401)
  Deferred                                                -              24,788
                                           -----------------   -----------------
                                                     29,200             (32,613)
Less:  Adjustment of valuation allowance
       of benefit of tax loss carryforward          (29,200)                  -
                                           -----------------   -----------------
                                                          -             (32,613)

     NET EARNINGS                               $    83,085          $  (81,074)
                                           =================   =================

 Per share amounts
  Net earnings per share                         $     0.02          $    (0.02)
                                           =================   =================

Weighted average number of shares
   outstanding                                    3,715,988           4,029,212
                                           =================   =================


           See accompanying notes to condensed financial statements.
<PAGE>


                 CSI COMPUTER SPECIALISTS, INC. AND SUBSIDIARIES

                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)

                                                      Six Months Ended
                                                          June 30,
                                                  1999                1998
                                           -----------------   -----------------


Revenues
  Maintenance services                         $  6,767,324        $  6,333,911
  Parts and equipment sales                       8,552,790           8,574,603
                                           -----------------   -----------------
                                               $ 15,320,114        $ 14,908,514

Costs and expenses
  Cost of maintenance services                    4,813,612           4,488,616
  Cost of parts and equipment sales               7,741,567           7,488,424
  Selling, general and administrative             2,647,617           3,209,720
                                           -----------------   -----------------
                                                 15,202,796          15,186,760
                                           -----------------   -----------------

     Operating profit                               117,318            (278,246)

Other income (deductions)
  Gain on sale of assets                             66,551                   -
  Net interest income (expense)                     (54,143)            (43,627)
                                           -----------------   -----------------
                                                     12,408             (43,627)
                                           -----------------   -----------------


     Earnings before income taxes                    129,726           (321,873)

Income taxes
  Currently payable                                   45,600           (138,409)
  Deferred                                                 -             24,788
                                           -----------------   -----------------
                                                      45,600           (113,621)
Less:  Adjustment of valuation allowance
       of benefit of tax loss carryforward           (45,600)                 -
                                           -----------------   -----------------
                                                           -           (113,621)


     NET EARNINGS                                $   129,726        $  (208,252)
                                           =================   =================

 Per share amounts
  Net earnings per share                         $     0.03         $    (0.05)
                                           =================   =================

Weighted average number of shares
   outstanding                                    3,768,176           4,029,212
                                           =================   =================
           See accompanying notes to condensed financial statements.

<PAGE>


                 CSI COMPUTER SPECIALISTS, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                        Six Months Ended
                                                             June 30,
                                                      1999            1998
                                                 ---------------  --------------

Net cash flows from operating activities              $  248,552     $ (812,058)
                                                 ---------------  --------------

Cash flows used in investing activities
  (Increase) decrease in restricted cash                 443,846              -
  Acquisition of property and equipment                  (20,651)      (127,245)
                                                 ---------------  --------------
     Net cash used in investing activities               423,195       (127,245)
                                                 ---------------  --------------

Cash flows used in financing activities
  Payments on long-term debts                             (5,417)        (5,061)
  Acquisition of treasury stock                         (443,846)      (110,000)
  Increase in revolving line of credit                  (124,000)     1,025,620
                                                 ---------------  --------------
     Net cash used in financing activities              (573,263)       910,559
                                                 ---------------  --------------

NET INCREASE (DECREASE) IN CASH                           94,484        (28,744)

Cash at beginning of period                               49,035        193,056
                                                 ---------------  --------------
Cash at end of period                                 $  147,519      $ 164,312
                                                 ===============  ==============

Supplemental disclosure of cash flow information

  Cash paid through June 30, 1999 and 1998 for:
     Interest                                            94,869          85,582
     Income taxes                                         2,201               -


Supplemental Disclosure of Noncash Investing and Financing Activities:
On June 30, 1999, the Company sold certain of the assets,  principally  the book
of  business,  of one of its wholly owned  subsidiaries,  Cintronix,  Inc.,  for
$200,000, which amount was received in July, 1999.

           See accompanying notes to condensed financial statements.

<PAGE>





                  CSI COMPUTER SPECIALISTS, INC. AND SUBSIDIARY

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)



Note 1 - Basis of Presentation

         The condensed  financial  statements at June 30, 1999 and for the three
month  periods  ended  June 30,  1999 and 1998 are  unaudited  and  reflect  all
adjustments  (consisting only of normal recurring adjustments) which are, in the
opinion  of  management,  necessary  for a fair  presentation  of the  financial
position and operating results for the interim periods.  The condensed financial
statements  have been prepared in accordance  with the rules and  regulations of
the Securities and Exchange  Commission,  and therefore omit certain information
and footnote  disclosures  normally included in financial statements prepared in
accordance with generally accepted accounting  principles.  The Company believes
that  the  disclosures  contained  in the  condensed  financial  statements  are
adequate to make the information presented therein not misleading. The financial
statements should be read in conjunction with the financial statements and notes
thereto,  together  with  management's  discussion  and  analysis  of  financial
condition and results of operations, contained in the Company's Annual Report on
Form 10-KSB for the fiscal year ending December 31, 1998.

         The results of operations for the three months ended June  30, 1999 are
not necessarily indicative of the results that may be expected  for  the  entire
fiscal year ending December 31, 1999.



<PAGE>




Item 2.  Management's Discussion and Analysis of Financial Condition and Results
           of Operation


Certain   statements   made  in  this  Quarterly   Report  on  Form  10-QSB  are
"forward-looking"  statements  within  the  meaning  of the  Private  Securities
Litigation Reform Act of 1995. Such statements  involve known and unknown risks,
uncertainties,  and other factors that may cause actual results, performance, or
achievements of the Company to be materially  different from any future results,
performance,  or  achievements  expressed  or  implied  by such  forward-looking
statements.  Although the Company  believes that the  expectations  reflected in
such  forward-looking  statements  are based upon  reasonable  assumptions,  the
Company's  actual  results could differ  materially  from those set forth in the
forward-looking  statements.  Certain factors that might cause such a difference
include,  but are not limited to, the timing of  revenues,  rapid  technological
change,  the demand for  services  for  computer  hardware  systems and computer
equipment,  the  timing  and  amount of  capital  expenditures  and other  risks
detailed herein.


GENERAL

         The  Company  provides  a full  range of  computer  hardware  services,
including  sales and maintenance of mainframe and mid-range  computer  equipment
and parts, network design and installation,  computer upgrades, and installation
and  de-installation  of  equipment.  These  services are provided to commercial
customers,  agencies  of  federal,  state and local  governments,  universities,
associations and hospitals  primarily in the  Mid-Atlantic  region of the United
States, including West Virginia,  Virginia,  Maryland, the District of Columbia,
New Jersey,  New York,  Connecticut and  Pennsylvania,  and also in Illinois and
California.

         The Company's principal business is providing computer  maintenance and
repair services,  which are provided under both fixed fee and time and materials
arrangements.  Under the fixed fee  arrangement,  which is the primary method of
service,  a customer  pays a fixed  monthly  fee for the term of the  agreement,
generally one to two years,  for which the Company  provides the parts and labor
for both scheduled  preventative  maintenance and emergency repairs. The Company
records  the  revenue  from  fixed fee  contracts  ratably  over the term of the
contract,  while the costs the  Company  incurs to provide the  maintenance  and
emergency  repairs  are  charged  to  expense  as  incurred.   Accordingly,  the
profitability  of the Company's  maintenance and repair services can and will be
affected  by period to period  fluctuations  in the number and  severity  of the
emergency repairs required by its customers, which the Company cannot predict or
control.  Additionally,  in certain  circumstances  the  Company  will choose to
provide the contracted-for services by subcontracting with others,  particularly
when the  equipment  covered  by the  agreement  cannot  be  serviced  in a cost
effective  manner,  is  difficult  to  repair or  replace,  or  requires  unique
engineering  expertise  that  is  not  applicable  to  equipment  utilized  by a
significant  number of  Company's  other  customers.  The Company  obtains  such
subcontracting  services through  short-term  agreements,  and its profit margin
will  generally be lower than if the work were not  subcontracted.  Accordingly,
operating  results may fluctuate from period to period as a result of changes in
the level and nature of subcontracted services.

         The sale of computer equipment expanded rapidly in 1997 and leveled out
in 1998,  but, due to  increased  competition,  decreases in profit  margins and
changes in  purchasers'  buying  patterns,  revenues  therefrom  have shown some
fluctuation  from  period to period.  The  expansion  of these  sales was fueled
primarily by the acquisition of Cintronix,  Inc., in 1997,  which sold mid-range
and  personal  computer  equipment,  primarily  to the federal  government.  The
continued  decrease in the margins in these equipment sales over the last twelve
months  resulted  in  management's  decision to sell off the book of business of
Cintronix on June 30, 1999.  This sale will result in a significant  decrease in
revenues  for the  Company,  but it is  expected to result in an increase in net
income,  due to the concurrent  decrease in sales and support staff, and general
and  administrative  charges.  Mainframe  equipment  sales are entered into more
commonly to secure contracts for the maintenance  thereof than for the profit on
the  equipment  sale  itself,  and the margins on these sales of  equipment  are
subject to market conditions. Consequently, operating profits as a percentage of
gross  sales are  subject  to  fluctuation  due to the  volume and the makeup of
equipment  sales.  Other areas of expansion are in the areas of servicing  laser
printers,  providing  help desk support  services,  and  expanding the Company's
technical capabilities to maintain the more current mainframe technology.

RESULTS OF OPERATIONS

         The Company's second quarter revenues of $7,613,903 was a decrease of 8
% over the second  quarter  revenues  of the prior year of  $8,295,382,  and the
first six months'  revenue of 1999 of  $15,320,114  showed a net  increase of 3%
over the first six months of 1998's revenues of $14,908,514. The decrease in net
revenues  for the  quarter  was a direct  result  of the  decrease  in sales for
mid-range and personal computer equipment.  Maintenance  revenues for the second
quarter  and  first  six  months  of  1999  increased  approximately  4% and 7%,
respectively,  over the second  quarter and first six months of 1998,  primarily
from expansion of the Company's book of business. Equipment sales for the second
quarter and first six months of 1999 decreased 16% and 0.3%, respectively,  from
the same periods of 1998.  Management  intends to increase  marketing efforts to
promote continued growth primarily in the maintenance  revenue area.  Management
does not intend to  aggressively  pursue growth in the equipment sales area, due
to the  decreased  margins  available,  and  also due to the sale of the book of
business of Cintronix,  Inc., which was the main source of revenue in this area.
Maintenance  revenues accounted for approximately 44% for the second quarter and
the first six months of 1999,  and 39% and 42%,  respectively,  of the Company's
consolidated revenues for the same periods of 1998.

         The  Company's  cost of sales as a percentage of revenues was 82%in the
second  quarter  and  first  six  months  of  1999  compared  to  81%  and  80%,
respectively,  for the same periods in 1998. This increase is primarily a result
of the decreased  margins available on equipment sales. The costs of maintenance
services has remained  basically  steady,  with an increase in subcontract costs
offset  by a  current  decrease  in the need for  emergency  replacement  parts.
Subcontractor  costs  could  decrease  as the  necessary  expertise  is  further
developed in-house to service newer technology;  however,  as the Company enters
into contracts on even more recent  technology,  the services of  subcontractors
may still be required. Gross margins on equipment sales dropped primarily due to
the increased competition, especially from manufacturers, and the changes in the
buying  patterns of the federal  government.  As sales of personal  computer and
mid-range network computers  decrease,  the margins on equipment sales will show
some  fluctuation  based on the mix between the mid-range and personal  computer
sales and the mainframe computer sales, which usually carry higher margins.

         Selling,  general and  administrative  expenses as a percentage  of net
revenues  were 17% and 20%  respectively,  for the second  quarters  of 1999 and
1998, and 17% and 22%, respectively,  for the first six months of 1999 and 1998.
The decrease in the  percentage  is  primarily  due to the  elimination  of some
duplicate  efforts in the consolidation of the  administrative  functions of the
combined  companies.   The  Company  expects  short-term  fluctuations  in  this
percentage in the future as it adds to its technical  support,  marketing  staff
and other  administrative  personnel  in order to expand its  customer  base and
increase sales. The selling,  general and administrative  expenses decreased 20%
to $1,321,544 for the second three months of 1999 compared to $1,666,021for  the
same  period of 1998,  and showed a decrease  of 17% for the first six months of
1999 from the first six months of 1998.

         The Company showed  operating  income of $47,166 for the second quarter
of 1999  compared to an  operating  loss of $82,813 for the same period of 1998.
The first six months of 1999 also showed operating  income of $117,318  compared
to an operating loss of $278,246 for the first six months of 1998. This increase
in operating  profit was primarily  attributable to the decrease in the selling,
general and  administrative  costs  related to  integrating  the  administrative
operations of the Company and each of its subsidiaries.

         Net interest expense  increased 24% to $54,143 for the six months ended
June 30, 1999,  from $43,627 for the same period of the prior year. The interest
expense for the second quarter of both years is nearly  identical,  with $30,632
and  $30,874  for 1999 and 1998,  respectively.  The  Company  expects  that net
interest  expense will  increase  until the  continued  positive cash flows from
operations can be used to decrease the Company's outstanding debt.

         Net income increased from losses of $81,074 and $208,252, respectively,
for the second  quarter  and first six months of 1998 to net  profits of $83,085
and $129,726 for the same periods of 1999.  This is primarily  the result of the
savings  from  greater  efficiencies  in the selling and  administrative  costs,
combined  with the profit from the sale of the book of  business  of  Cintronix,
Inc.  This was also  increased  by an  adjustment  to the  valuation  of the tax
benefit from the  carryforward  of net operating  losses,  which  eliminated the
income taxes  attributed to the current period net income.  The Company  expects
that its performance will continue to improve,  as the increased selling efforts
increase the book of business  and with the  elimination  of the  negative  cash
flows resulting from the mid-range and personal computer sales.




LIQUIDITY AND CAPITAL RESOURCES

         Working  capital was $780,244 at June  30,1999  compared to $410,848 at
December 31, 1998.  Cash flows provided from operations for the first six months
of 1999 totaled $248,552,  resulting primarily from operations, and increased by
an  increase  in  accounts  receivable  and offset by an  increase  in  accounts
payable.  The ratio of current assets to current liabilities has remained steady
at 1.1:1 at both June 30, 1999 and December 31, 1998.

         The Company has a $2.5  million  revolving  line of credit with Crestar
Bank which expired in October,  1998 and continued under a forbearance agreement
until May, 1999, at which time the financial  operations of the Company could be
reevaluated  by the bank.  The bank has since  rejected  extending this line for
another year,  but is currently  negotiating  with  management of the Company to
extend the line until  alternative  financing has been  acquired.  Management is
vigorously exploring other options to obtain the required financing. At June 30,
1999, the balance owed on this line of credit was $2,184,656.

         The  Company's  principal  commitments  at June 30, 1999  consisted  of
obligations under operating leases for facilities.

         The  Company  believes  that its  existing  cash,  as  supplemented  by
expected cash flow from operations and existing credit  facility,  is sufficient
to  satisfy  its  currently   anticipated  working  capital  needs.   Management
acknowledges that failure to acquire  alternative  financing could significantly
affect  the  ability  of  the  Company  to  meet   short-term   working  capital
requirements, but feel confident that, with the continued cooperation of Crestar
on extending the revolving line of credit, this financing will be secured in the
near future.


Year 2000 Issues

         Year 2000 Compliance means the ability of software and other processing
capabilities  to interpret and  manipulate  correctly all data that includes the
Year 2000 and dates  thereafter.  The  Company  principally  sells and  services
computer hardware and, to date, has not been confronted with Year 2000 issues in
providing such services.  Further,  the Company has surveyed all of its internal
business  systems and software  applications  and determined  that they are Year
2000  compliant.  Consequently,  the Company  does not expect its business to be
adversely affected in any material respect because of Year 2000 issues.



<PAGE>



Part II.  Other Information

Item 1.  Legal Proceedings

         None.

Item 2.  Changes in Securities and Use of Proceeds

         None.

Item 3.  Defaults Upon Senior Securities

         None.

Item 4.  Submission of Matters to a Vote of Security Holders

         None.


Item 5.  Other Information

         The Company sold certain of the assets, primarily the book of business,
         of one of its wholly-owned  subsidiaries,  Cintronix,  Inc. on June 30,
         1999 for $200,000.  Continued  disappointing  results from the sales of
         mid-range  and personal  computer  equipment  has caused  negative cash
         flows for the  subsidiary,  and projected cash deficits  predicated the
         reduction  of the  Company's  operations  in this area.  This sale will
         result in a significant  decrease in revenues,  but the Company expects
         an increase in net income due to the  concurrent  decrease in sales and
         support staff,  and general and  administrative  charges.  The sale was
         made to Interactive Systems, Inc., ("ISI"). Donald C. Weymer, the Chief
         Executive  Officer  and  Chairman  of the  Board  of  Directors  of the
         Company, is also the primary shareholder, and a director and officer of
         ISI.

         Mr.  Herbert  H.  Derian  resigned  as  president  of  the  subsidiary
         Cintronix,  Inc. and as a director of  the Company  effective June 23,
         1999. This  resignation was effectively accepted at the June 29, 1999,
         meeting of the Board of Directors.

         Mr. C. A.  Miller  III submitted  his  resignation  from  the  Board of
         Directors, and  this resignation  was  accepted  at  the June  29, 1999
         meeting of the Board of Directors.



Item 6.  Exhibits and Reports on Form 8-K



(a)      Exhibits

Exhibit
Number            Title of Exhibit

3.4  **  Agreement  and Plan of Merger  between CSI Computer  Specialists,  Inc.
     (Delaware)  and  Computer  Specialists,  Inc.  (Maryland)  filed  with  the
     Securities  and  Exchange  Commission  as an  exhibit  to the  Registration
     Statement  filed  on July  19,  1995  (the  "Registration  Statement")  and
     incorporated herein by reference.

3.5  ** Bylaws of CSI Computer  Specialists,  Inc.  (Registrant)  filed with the
     Securities  and  Exchange  Commission  as an  exhibit  to the  Registration
     Statement and incorporated herein by reference.

3.7  ** Certificate of Amendment of Certificate of Incorporation of CSI Computer
     Specialists,  Inc.  (Delaware)  as filed with the Secretary of State of the
     State of Delaware on August 5, 1994, filed with the Securities and Exchange
     Commission as an exhibit to the  Registration  Statement  and  incorporated
     herein by reference.

4.1  **  Specimen  Common  Stock  Certificate,  filed  with the  Securities  and
     Exchange  Commission  as an  exhibit  to  the  Registration  Statement  and
     incorporated herein by reference.

4.2  ** Specimen  Warrant  Certificate,  filed with the  Securities and Exchange
     Commission as an exhibit to the  Registration  Statement  and  incorporated
     herein by reference.

4.3  ** Form of Underwriter's  Unit Purchase  Option,  filed with the Securities
     and Exchange  Commission  as an exhibit to the  Registration  Statement and
     incorporated herein by reference.

4.4  ** Form of Warrant Agreement by and among the Company, Biltmore Securities,
     Inc. and  Continental  Stock  Transfer & Trust  Company,  amended from that
     which was filed with the Securities  and Exchange  Commission as an exhibit
     to the Registration Statement and incorporated herein by reference.

10.1 ** Form of  Maintenance  Agreement  filed with the  Securities and Exchange
     Commission as an exhibit to the  Registration  Statement  and  incorporated
     herein by reference.

10.2 ** Form of Subcontracting  (Microcomputer Service) Agreement filed with the
     Securities  and  Exchange  Commission  as an  exhibit  to the  Registration
     Statement and incorporated herein by reference.

10.3 ** Form of Equipment Sales Agreement filed with the Securities and Exchange
     Commission as an exhibit to the  Registration  Statement  and  incorporated
     herein by reference.

10.6 **  Employment  Agreement,  dated April 7, 1994, by and between the Company
     and Donald C. Weymer filed with the Securities  and Exchange  Commission as
     an  exhibit  to the  Registration  Statement  and  incorporated  herein  by
     reference.

10.7 **  Employment  Agreement,  dated April 7, 1994, by and between the Company
     and William Pershin filed with the Securities and Exchange Commission as an
     exhibit to the Registration Statement and incorporated herein by reference.

10.8 ** CSI  Computer  Specialists,  Inc.  1994 Stock Option Plan filed with the
     Securities  and  Exchange  Commission  as an  exhibit  to the  Registration
     Statement and incorporated herein by reference.

10.9 ** Plan for  Incentive  Compensation  of Donald C.  Weymer  filed  with the
     Securities  and  Exchange  Commission  as an  exhibit  to the  Registration
     Statement and incorporated herein by reference.

10.10**  Revolving  Commercial  Loan  Note,  dated  May 27,  1994,  in  favor of
     Citizens  Bank of Maryland in the principal  amount of $750,000  filed with
     the  Securities and Exchange  Commission as an exhibit to the  Registration
     Statement and incorporated herein by reference.

10.11** Security  Agreement,  dated May 27, 1994,  in favor of Citizens  Bank of
     Maryland and  corresponding  Financing  Statement filed with the Securities
     and Exchange  Commission  as an exhibit to the  Registration  Statement and
     incorporated herein by reference.

11.  Computation  of Net Income  per Common  Share  (included  in the  Financial
     Statements in Item 7).

21.  Subsidiaries of the Company

27.  Financial Data Schedule.

**       Previously filed as noted.


(b)      Reports on Form 8-K

         None.


<PAGE>



                                   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, thereunto duly authorized.

                                      CSI Computer Specialists, Inc.

September 27, 1999                       By:   /s/ William F. Pershin
- ---------------                            -----------------------
Date                                       William F. Pershin
                                           Chief Accounting Officer


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<FISCAL-YEAR-END>               DEC-31-1999
<PERIOD-START>                  APR-01-1999
<PERIOD-END>                    JUN-30-1999
<CASH>                              147,519
<SECURITIES>                              0
<RECEIVABLES>                     4,665,890
<ALLOWANCES>                        407,791
<INVENTORY>                       1,505,762
<CURRENT-ASSETS>                  6,339,283
<PP&E>                            1,710,225
<DEPRECIATION>                    1,159,068
<TOTAL-ASSETS>                    7,615,034
<CURRENT-LIABILITIES>             5,559,039
<BONDS>                                   0
                     0
                               0
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<TOTAL-LIABILITY-AND-EQUITY>      7,615,034
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<OTHER-EXPENSES>                  1,321,544
<LOSS-PROVISION>                      9,000
<INTEREST-EXPENSE>                   45,250
<INCOME-PRETAX>                      83,085
<INCOME-TAX>                              0
<INCOME-CONTINUING>                  83,085
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<EXTRAORDINARY>                           0
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<NET-INCOME>                         83,085
<EPS-BASIC>                          0.02
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