CSI COMPUTER SPECIALISTS INC
10QSB, 1999-11-12
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 September 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)
                                                 September 30,     December 31,
                                                     1999              1998
                                               ----------------  ---------------
                            ASSETS
CURRENT ASSETS
  Cash and cash equivalents                         $  298,697        $  49,035
  Accounts receivable                                2,511,680        3,647,632
  Net investment in sales-type leases - current         84,970          118,502
  Inventory for resale                                 485,724          513,179
  Parts and supplies                                   958,398          926,044
  Prepaid income taxes                                 347,506          343,662
  Prepaid expenses                                     317,070          104,427
                                               ----------------  ---------------
     Total current assets                            5,004,045        5,702,481
                                               ----------------  ---------------

PROPERTY AND EQUIPMENT - AT COST                     1,723,787        1,836,732
     Less accumulated depreciation                   1,221,284        1,131,490
                                               ----------------  ---------------
                                                       502,503          705,242
                                               ----------------  ---------------
OTHER ASSETS
  Goodwill (Net of accumulated amortization)           472,452          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                                          93,625           96,403
                                               ----------------  ---------------
                                                       711,077        1,258,499
                                               ----------------  ---------------
                                                   $ 6,217,625      $ 7,666,222
                                               ================  ===============

             LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Accounts payable                                   2,373,321        2,713,031
  Accrued expenses                                     197,070          262,246
  Revolving line of credit                           1,550,672        2,308,656
  Current maturities of long term debt                       -            7,700
  Deferred income taxes payable                              -                -
                                               ----------------  ---------------
     Total current liabilities                       4,121,063        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                                 (2,980,747)      (3,151,040)
                                               ----------------  ---------------
     Total stockholders' equity                      2,096,562        1,970,115
                                               ----------------  ---------------
                                                   $ 6,217,625      $ 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
                                                      September 30,
                                                 1999                1998
                                           -----------------   -----------------


Revenues
  Maintenance services                         $  3,205,771        $  3,332,493
  Parts and equipment sales                       1,255,080           4,566,507
                                           -----------------   -----------------
                                               $  4,460,851        $  7,899,000

Costs and expenses
  Cost of maintenance services                    2,210,594           2,592,491
  Cost of parts and equipment sales               1,054,306           4,118,665
  Selling, general and administrative             1,111,561           1,504,141
                                           -----------------   -----------------
                                                  4,376,461           8,215,297
                                           -----------------   -----------------

     Operating profit                                84,390            (316,297)

Other income (deductions)
  Gain on sale of assets                                  -                   -
  Net interest income (expense)                     (43,823)            (18,515)
                                           -----------------   -----------------
                                                    (43,823)            (18,515)
                                           -----------------   -----------------

     Earnings before income taxes                    40,567            (334,812)

Income taxes
  Currently payable                                  14,300            (118,189)
  Deferred                                                -                   -
                                           -----------------   -----------------
                                                     14,300            (118,189)
Less:  Adjustment of valuation allowance
       of benefit of tax loss carryforward          (14,300)                  -
                                           -----------------   -----------------
                                                          -            (118,189)

     NET EARNINGS                               $    40,567        $   (216,623)
                                           =================   =================

 Per share amounts
  Net earnings per share                         $     0.01          $    (0.05)
                                           =================   =================

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)

                                                    Nine Months Ended
                                                      September 30,
                                                 1999                1998
                                           -----------------   -----------------


Revenues
  Maintenance services                         $  9,973,095        $  9,666,404
  Parts and equipment sales                       9,807,870          13,141,110
                                           -----------------   -----------------
                                               $ 19,780,965        $ 22,807,514

Costs and expenses
  Cost of maintenance services                    7,024,206           7,081,107
  Cost of parts and equipment sales               8,795,873          11,607,089
  Selling, general and administrative             3,759,178           4,713,861
                                           -----------------   -----------------
                                                 19,579,257          23,402,057
                                           -----------------   -----------------

    Operating profit                                201,708            (594,543)


Other income (deductions)
  Gain on sale of assets                             66,551                   -
  Net interest income (expense)                     (97,966)            (62,142)
                                           -----------------   -----------------
                                                    (31,415)            (62,142)
                                           -----------------   -----------------

     Earnings before income taxes                    170,293           (656,685)

Income taxes
  Currently payable                                   60,100           (256,598)
  Deferred                                                 -             24,788
                                           -----------------   -----------------
                                                      60,100           (231,810)
Less:  Adjustment of valuation allowance
       of benefit of tax loss carryforward           (60,100)                 -
                                           -----------------   -----------------
                                                           -           (231,810)


     NET EARNINGS                                $   170,293        $  (424,875)
                                           =================   =================

 Per share amounts
  Net earnings per share                          $     0.05         $    (0.11)
                                           =================   =================

Weighted average number of shares
   outstanding                                     3,750,780          4,029,212
                                           =================   =================
            See accompanying notes to condensed financial statements.

<PAGE>



                 CSI COMPUTER SPECIALISTS, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                         Nine Months Ended
                                                            September 30,
                                                        1999            1998
                                                 ---------------  --------------

Net cash flows from operating activities             $ 1,047,276    $(1,062,320)
                                                 ---------------  --------------

Cash flows used in investing activities
  (Increase) decrease in restricted cash                443,846               -
  Acquisition of property and equipment                 (34,213)       (145,902)
                                                 ---------------  --------------
     Net cash used in investing activities              409,633       (145,902)
                                                 ---------------  --------------

Cash flows used in financing activities
  Payments on long-term debts                            (5,417)         (6,619)
  Acquisition of treasury stock                        (443,846)       (110,000)
  Increase in revolving line of credit                 (757,984)      1,309,329
                                                 ---------------  --------------
     Net cash used in financing activities          (1,207,247)       1,192,710
                                                 ---------------  --------------

NET INCREASE (DECREASE) IN CASH                          249,662        (15,512)

Cash at beginning of period                              49,035         193,056
                                                 ---------------  --------------
Cash at end of period                                $  298,697       $ 177,544
                                                 ===============  ==============

Supplemental disclosure of cash flow information

  Cash paid through September 30, 1999 and 1998 for:
     Interest                                           154,210         137,170
     Income taxes                                         6,045           7,834


            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 September 30, 1999 and for the
three and nine month periods ended September 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 September 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, 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 has  resulted in a  significant  decrease  in revenues  for the
Company,  but has allowed the  elimination of overhead cost  associated with the
operation  of  Cintronix  with  a net  result  of  increased  income.  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 third quarter revenues of $4,460,851 was a decrease of 43
% from the third quarter revenues of the prior year of $7,899,000, and the first
nine months'  revenue of 1999 of  $19,780,965  showed a net decrease of 13% from
the first nine months of 1998's  revenues of  $22,807,514.  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 third
quarter and first nine months of 1999 decreased  approximately 4% from the third
quarter of 1998 and  increased 3% over the first nine months of 1998.  Equipment
sales for the third quarter and first nine months of 1999 decreased 72% and 25%,
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 72%
for the third  quarter  and 50% for the first nine  months of 1999,  and 42% for
both periods, respectively, of the Company's 1998 consolidated revenues.

         The  Company's  cost of sales as a percentage of revenues was 73%in the
third quarter and 80% for the first nine months of 1999 compared to 85% and 82%,
respectively,  for the same periods in 1998. This decrease is primarily a result
of the higher percentage of revenues  comprised of maintenance  services,  which
have a higher profit margin than that 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 increased
slightly during the third quarter of the year,  primarily as a result of smaller
transactions that normally provide higher margins than the larger quantity sales
on which  there is greater  price  competition.  Also,  the mix  changed to more
mainframe  related  equipment sales,  which carry higher margins.  The equipment
gross margins for the first nine months of 1999 still show an overall  decrease,
primarily due to the increased  competition,  especially from manufacturers,  on
the  large-quantity  sales and the changes in the buying patterns of the federal
government.  As revenues from sales of personal  computer and mid-range  network
computers  continue to decrease,  the margins on these equipment sales will show
some increase 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 25% and 19% respectively, for the third quarters of 1999 and 1998,
and 19% and 21%,  respectively,  for the first nine months of 1999 and 1998. The
current  increase  in the  percentage  is  primarily  due to the  spread  of the
administrative  costs over fewer  sales,  while the  year-to-date  decrease is a
result of  elimination  of some duplicate  efforts in the  consolidation  of the
administrative functions of the combined companies. These expenses will decrease
as a  percentage  of sales as the  Company  adjusts  its selling and general and
administrative expenses to align with the lower sales base. The selling, general
and administrative expenses decreased 26% to $1,111,561 for the third quarter of
1999 compared to $1,504,141  for the same period of 1998,  and showed a decrease
of 20% for the first  nine  months of 1999 from the first  nine  months of 1998.
These decrease result from both the elimination of the Cintronix  business and a
concentrated effort to reduce costs.

         The Company showed operating income of $84,390 for the third quarter of
1999 compared to an operating  loss of $316,297 for the same period of 1998. The
first nine months of 1999 also showed operating  income of $201,708  compared to
an operating  loss of $594,543 for the first nine 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,  as well as the decrease
in the  high-volume  mid-range and personal  computer  sales,  which resulted in
losses to the consolidated companies.

         Net  interest  expense  increased  to $97,966 for the nine months ended
September  30,  1999,  from  $62,142 for the same period of the prior year.  The
interest expense for the third quarter of both years showed an increase as well,
from $18,515 for 1998 to $43,823 for 1999. The Company expects that net interest
expense  continue at this level  until the  continued  positive  cash flows from
operations can be used to decrease the Company's  outstanding  debt. The line of
credit debt at June 30, 1999 has been reduced from $2,184,656 to a September 30,
outstanding balance of 1, 550,672, 30% reduction.

         Net  income   increased   from   losses  of  $216,623   and   $424,875,
respectively, for the third quarter and first nine months of 1998 to net profits
of $40,567 and  $170,293 for the same  periods of 1999.  This is  primarily  the
result  of  concentrating  on  is  core  business;   the  savings  from  greater
efficiencies in the selling and administrative  costs; combined with the sale of
the book of business of Cintronix,  Inc.  This  disposition  of Cintonix  assets
provided  not only a profit from the sale but also  stopped the losses  incurred
from the  high-volume  mid-range  and  personal  computer  sales.  This was also
increased  by an  adjustment  to the  valuation  of the  tax  benefit  from  the
carry-forward  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 $882,982 at September  30,1999 compared to $410,848
at December 31, 1998.  Cash flows  provided from  operations  for the first nine
months of 1999 totaled  $1,047,276,  resulting  primarily  from  operations  and
collections  on  accounts  receivable,  and  partially  offset by a decrease  in
accounts payable.  The ratio of current assets to current  liabilities  increase
slightly to 1.2:1 at September 30, 1999 from 1.1:1 at December 31, 1998.

         The Company had 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  working 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.  In September the bank
reduced the line to $1,750,000.  The management is confident that this new level
is adequate to sustain the operations of the Company. At September 30, 1999, the
balance owed on this line of credit was $1,550,672.

         The Company's principal  commitments at September 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

         Mr. James D. Boccabella resigned as Chief Financial Officer of the
         Company effective August 20, 1999.   Mr. Robert V. Windley has assumed
         responsibilities as acting Chief Financial Officer on a part time basis
         under a one year contract.  Mr. Windley is Executive Vice President of
         Interactive Systems, Inc.  He has extensive experience in both general
         and financial management in the Information Services industry.  His
         past experience includes serving as a Principal at Booz Allen &
         Hamilton as a Vice President and General Manager at Martin Marietta
         Data Systems.


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.

November 12, 1999                       By:   /s/ William F. Pershin
- -----------------                            -----------------------
Date                                       William F. Pershin

                                           Chief Accounting Officer

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<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>               DEC-31-1999
<PERIOD-START>                  JUL-01-1999
<PERIOD-END>                    SEP-30-1999
<CASH>                              298,697
<SECURITIES>                              0
<RECEIVABLES>                     2,870,122
<ALLOWANCES>                        358,442
<INVENTORY>                       1,444,122
<CURRENT-ASSETS>                  5,004,045
<PP&E>                            1,723,787
<DEPRECIATION>                    1,221,284
<TOTAL-ASSETS>                    6,217,625
<CURRENT-LIABILITIES>             4,121,063
<BONDS>                                   0
                     0
                               0
<COMMON>                              3,716
<OTHER-SE>                        2,092,846
<TOTAL-LIABILITY-AND-EQUITY>      6,217,625
<SALES>                           4,460,851
<TOTAL-REVENUES>                  4,476,367
<CGS>                             3,264,900
<TOTAL-COSTS>                     3,264,900
<OTHER-EXPENSES>                  1,111,561
<LOSS-PROVISION>                      9,000
<INTEREST-EXPENSE>                   59,339
<INCOME-PRETAX>                      40,567
<INCOME-TAX>                              0
<INCOME-CONTINUING>                  40,567
<DISCONTINUED>                            0
<EXTRAORDINARY>                           0
<CHANGES>                                 0
<NET-INCOME>                         40,567
<EPS-BASIC>                          0.01
<EPS-DILUTED>                          0.01



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