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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM 10-K
- -----
| x | ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
- ----- SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended DECEMBER 31, 2000
-----------------
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 no. 0-3677
DATATAB, INC.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
NEW YORK 13-1917838
- -------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
49 EAST 21ST STREET, NEW YORK, NEW YORK 10010
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 228-6800
-------------
Securities registered pursuant to Section 12(b) of the Act: NONE
----
Securities registered pursuant to Section 12(g) of the Act:
COMMON SHARES, PAR VALUE $1.00 PER SHARE
- -------------------------------------------------------------------------------
(Title of class)
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 (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
---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendments to
this Form 10-K. ( )
- -------------------------------------------------------------------------------
The aggregate market value of the voting shares of the Registrant held
by non-affiliates as at August 11, 1999 (last quote available) was $3,758.
The number of common shares, $1.00 par value, outstanding
at March 20, 2001 was 705,836.
PART I
ITEM 1. BUSINESS.
- -----------------
(a) GENERAL DEVELOPMENT OF BUSINESS.
The Registrant was incorporated on June 5, 1959 as a New
Jersey corporation, commenced business operations in May, 1960, and was
re-incorporated on March 29, 1965 as a New York corporation.
(b) FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS.
For the past three years, market research accounted for 100%
of consolidated operating revenues. No other segment accounted for as much as
15% of consolidated operating revenues during the last three years.
(c) NARRATIVE DESCRIPTION OF BUSINESS.
1. SERVICES
--------
The Registrant operates a data processing service center in
New York City, providing a variety of services principally utilizing computer
packages for the processing of data for use in market research. These packages
can be marketed to many different clients with only very limited program
adaptation.
Market research data processing performed by the Registrant
includes the processing of public opinion, readership audience, political,
consumer, and general survey research data for manufacturers, market research
companies, advertising agencies, governmental agencies, financial and
educational institutions, and foundations. The Registrant also designs, prints,
mails, and processes surveys for use in large database research. Data supplied
by the Registrant's clients is refined by the Registrant into statistics
designed to be of assistance to the client.
The above applications utilize computer software licensed to
the Registrant. (See Item 2, INFRA.)
I - 1
2. SOURCES OF RAW MATERIALS
------------------------
The Registrant's major equipment suppliers are Gateway
Computers, Hewlett-Packard, IBM, Megadata Corporation, and Qualstar Corporation.
The Registrant has been granted a perpetual license to use
copies of World Research Systems' ("WRS") UNCLE software for cross tabulations
as a result of a marketing agreement between the two companies under which the
Registrant was given the right to market software developed by WRS.
3. DEPENDENCE ON CERTAIN CUSTOMERS
-------------------------------
In 2000, there were three clients who accounted for more than
10% of consolidated operating revenues. These clients reflected 40%, 16%, and
10% of the consolidated operating revenues. Management believes that the loss of
any one or a few of its largest clients would have a material adverse effect
upon the Registrant.
4. COMPETITION
-----------
The data processing service industry is highly competitive.
The Registrant conducts business in direct competition with many companies
(including both independent service bureaus and diversified companies with
service divisions) which offer a wide range of general data processing services,
including those performed by the Registrant. Some of the Registrant's
competitors are smaller, and some are larger and possess greater financial
resources. Another competitive factor in the data processing service business is
"in-house" data processing, in which a company installs its own data processing
equipment. The increasing availability and lower prices of mini- and
micro-computers have permitted companies to install their own data processing
equipment and to perform their own processing.
I - 2
Companies in the industry compete on the basis of a number of
factors, including price, quality of service, and product features. Management
believes the Registrant's particular strengths are its reputation and expertise
in a wide variety of applications, a well qualified staff, and its advanced
software. The Registrant provides extensive staff support to its clients while
maintaining a competitive price structure within the industry.
5. RESEARCH AND DEVELOPMENT
------------------------
The Registrant did not engage in any research and development
activities during the last fiscal year and Registrant has not engaged in any
customer-sponsored research activities relating to the development or
improvement of products or services during such period.
6. EMPLOYEES
---------
As of March 20, 2001, the Registrant had 4 full-time
employees. Part-time personnel are employed as needed.
(c) FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC
------------------------------------------------
OPERATIONS AND EXPORT SALES.
----------------------------
Not applicable.
ITEM 2. PROPERTIES.
- ------------------
The Registrant maintains its executive offices and data center
operations at 49 East 21st Street, New York, New York. The Registrant's parent
company, Data Probe, Inc. acquired a lease for this location, and the Registrant
will be renting space there on a month-to-month basis. (See Item 13, INFRA.)
The Registrant owns two Megadata 8300 Model 4's, a Megadata
8300 Model 6, a Gateway2000 Pentium PC, and various IBM display terminals and
Hewlett Packard Printers.
ITEM 3. LEGAL PROCEEDINGS.
- --------------------------
NONE.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
- ------- ----------------------------------------------------
No matter was submitted to a vote of security holders during
the fourth quarter.
I - 3
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
- -----------------------------------------------------------------------
MATTERS.
--------
a) MARKET INFORMATION.
-------------------
The Registrant's common shares are traded in the
over-the-counter market and listed on the National Quotation Bureau's "Pink
Sheets" (symbol: "DTAB"). The following table sets forth the range of high and
low closing bid quotations for the Registrant's common shares for each quarterly
period during the Registrant's last two fiscal years, as reported by the
National Quotation Bureau:
PERIOD CLOSING BID PRICES
------ ------------------
Fiscal Year Ended
December 31, 2000
HIGH LOW
---- ---
First Quarter N/A * N/A *
Second Quarter N/A * N/A *
Third Quarter N/A * N/A *
Fourth Quarter N/A * N/A *
Fiscal Year Ended
December 31, 1999
HIGH LOW
---- ---
First Quarter .02 .02
Second Quarter .02 .02
Third Quarter .02 .02
Fourth Quarter N/A * N/A *
- ---------------
* Quotations were not available for the period indicated.
(b) HOLDERS.
-------
The number of equity security holders of record at March 23,
2000 was 568.
(c) DIVIDENDS.
---------
The Registrant has never paid cash dividends on its shares.
The Registrant does not anticipate paying cash dividends in the foreseeable
future.
II - 1
DATATAB, INC. AND SUBSIDIARIES
------------------------------
SELECTED FINANCIAL DATA
-----------------------
YEAR ENDED DECEMBER 31,
- -------------------------------------------------------------------------------
2000 1999 1998 1997 1996
---------- ---------- ---------- ---------- -------
For the year:
Total Revenue $ 432,869 $ 383,047 $ 394,947 $ 496,301 $ 520,854
========== ========== ========== ========== ==========
Net income
(loss) $ (103,414) $ (113,475) $ (84,368) $ (48,761) $ 3,991
========== ========== ========== =========== ==========
Income (loss)
per share $(.15) $(.16) $(.12) $(.07) $ .01
====== ====== ====== ====== ======
Average number
of shares used
in computing
earnings or
loss per
share 705,836 705,836 705,836 705,836 705,836
---------- ---------- ---------- ---------- ----------
At year end:
Total assets $ 121,332 $ 332,815 $ 215,909 $ 302,440 $ 429,807
---------- ---------- ---------- ---------- ----------
Working
capital $ (161,072) $ (56,809) $ 59,271 $ 143,888 $ 190,797
---------- ---------- ---------- ---------- ----------
Long-term
indebtedness $ 10,600 $ 12,600 $ 16,600 $ 18,600 $ 22,600
---------- ---------- ---------- ---------- ----------
Shareholders'
equity $ (170,712) $ (67,298) $ 46,177 $ 130,545 $ 179,306
---------- ---------- ---------- ---------- ----------
Book value
per share $(.24) $(.10) $ .06 $ .18 $ .25
----- ----- ----- ----- -----
Cash dividends
declared per
common share NONE NONE NONE NONE NONE
---- ---- ---- ---- ----
II - 2
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
- ---------------------------------------------------------------------
AND RESULTS OF OPERATION.
- -------------------------
RESULTS OF OPERATIONS:
- ----------------------
Operating revenue for the three most recent fiscal years
ended December 31, was $432,869 in 2000, $383,047 in 1999, and $394,947 in
1998.
During fiscal year ending December 31, 2000 operating revenues
increased by 13.0%, or $49,822. During fiscal year 1999 operating revenues
decreased by 3.0% when compared to the revenues in fiscal year 1998.
The increase in revenue during fiscal year 2000 was due to an
increase in revenue from existing customers. Revenue in fiscal year 1999 was
slightly lower as compared to revenue during fiscal year 1998. The reduction in
revenue during fiscal year 1999 was due to a reduction in the composition and
scope of the surveys processed for Registrant's clients during 1999.
In 1999 the Registrant's largest client accounted for 40%, or
$171,210, of the Registrant's revenue as compared with 19%, or $73,581, in 1999.
This increase in revenue was the main reason for the increase in overall
Revenue during fiscal year 2000.
The Registrant was not successful in adding new clients during
fiscal year 2000. During fiscal year 1999 the Registrant has added several new
clients, while a few other clients either did not repeat their studies or
reduced the amount of work sent to the Registrant.
For the past three years market research accounted for 100% of
Registrant's consolidated revenue.
Cost of sales increased by 13.4%, or $52,236 in fiscal year
2000 as compared to fiscal year 1999. In fiscal 1999 these costs increased by
3%, or $9,865. The Registrant's structure of cost of sales during the fiscal
1999 was similar to the structure of similar costs during fiscal year 1998. The
Registrant is continuously monitoring its operating cost structure and
implementing cost saving programs wherever appropriate.
II - 3
Selling and administrative expenses were 6.8% lower in fiscal
year 2000. These costs were higher in fiscal year 1999 by 6.4% when compared to
selling and administrative costs during fiscal year 1998.
The Registrant operated at a loss in fiscal years 2000 and
1999. These losses were a result of a revenue base that was not sufficient to
cover Registrant's costs.
The Registrant had no capital expenditures in 2000 and 1999
and it does not anticipate any capital expenditures in the near future.
In the opinion of management, inflation has not had a material
impact on the operations of the Registrant.
THE YEAR 2000 ISSUE
- -------------------
The Registrant has studied the impact of the year 2000 on the
software and services it sells as well as its own internal systems.
It was concluded that all software and services provided by
the Registrant are Year 2000 compliant. The Registrant has not experienced any
Year 2000 compliance problems with either its internal systems or outside
providers.
LIQUIDITY AND CAPITAL RESOURCES.
- --------------------------------
AS of December 31, 2000 the Registrant's working capital
decreased by approximately $104,263, creating a negative balance of ($161,072).
Working capital at the end of fiscal year 1999 was lower by $116,000 compared to
the working capital at the end of fiscal year 1998.
The Registrant's balance sheet at December 31, 2000 reflects a
receivable from its parent company, Data Probe, Inc., which represents a
significant portion of its current assets and therefore its working capital. The
collectability of this receivable is uncertain.
The Registrant's continued losses have greatly reduced its
working capital. If the loss trends continue, or if additional revenues cannot
be generated, or if significant operating costs cannot be reduced, the
Registrant's ability to continue to operate would be severely affected in the
absence of securing some type of supplemental financing, the availability of
which there can be no assurance.
II - 4
GHASSEMI, PHOEL & COMPANY
CERTIFIED PUBLIC ACCOUNTANTS
23 Langdon Place
Lynbrook, NY 11563
Phone: 516-887-4444
Fax: 516-887-4450
INDEPENDENT AUDITORS' REPORT
Board of Directors and Shareholders
Datatab, Inc.:
We have audited the accompanying consolidated balance sheet of Datatab, Inc. and
subsidiaries as of December 31, 2000 and 1999 and the related consolidated
statements of operations, retained earnings (deficit) and cash flows for each of
the years in the three-years period ended December 31, 2000. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatements. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Datatab, Inc. and
subsidiaries at December 31, 2000, and 1999, and result of their operations and
their cash flows for each of the three years in the period ended December 31,
2000, in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in the notes to the
financial statements, the Company has suffered recurring losses from operations
that raise substantial doubt about its ability to continue as a going concern.
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.
/S/ GHASSEMI, PHOEL & CO.
Certified Public Accountants
Lynbrook, New York
March 7, 2001
II - 5
DATATAB, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
ASSETS
DECEMBER 31,
2000 1999
------------ ---------
Current Assets:
Cash .......................... $ 986 $ 90,015
Accounts Receivable ........... 13,050 46,856
Receivable from Data Probe, Inc. 105,161 192,783
Inventories of work
in process and supplies ..... 1,175 1,050
-------- --------
Total current assets ................... $120,372 $330,704
Furniture, fixtures, equipment
and improvements (at cost, less
accumulated depreciation
of $ 125,890 in 2000
and $125,236 in 1999) ......... 790 1,444
Other assets ........................... 170 667
-------- --------
$121,332 $332,815
======== ========
(CONTINUED)
II - 6
DATATAB, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
LIABILITIES
DECEMBER 31,
2000 1999
------------ ------------
Current Liabilities:
Accounts Payable ............. $ 26,510 $ 32,270
Accrued expenses and taxes ... 109,934 112,143
Customer advances ............ 145,000 243,100
----------- -----------
Total Current Liabilities ............. 281,444 387,513
Other liabilities ..................... 10,600 12,600
----------- -----------
292,044 400,113
----------- -----------
STOCKHOLDERS' EQUITY
Preferred shares - authorized 500,000
shares, par value $1 a share;
none issued ................... -- --
Common shares - authorized 2,000,000
Shares, par value $1 a share;
issued 788,955 shares (including
shares held in treasury) 788,955 788,955
Additional paid-in capital ............. 2,490,471 2,490,471
Deficit ................................ (3,318,681) (3,215,267)
----------- -----------
(39,255) 64,159
Less cost of 83,119 common shares
held in treasury .............. 131,457 131,457
----------- -----------
(170,712) (67,298)
----------- -----------
$ 121,332 $ 332,815
=========== ===========
The notes to financial statements are made a part hereof.
II - 7
DATATAB, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31,
-----------------------
2000 1999 1998
---- ---- ----
Sales ................................... $ 432,869 $ 383,047 $ 394,947
Cost of sales ........................... 440,676 388,440 378,575
--------- --------- ---------
Gross profit ............................ (7,807) (5,393) 16,372
Selling and administrative
expenses ....................... 119,927 128,704 120,989
--------- --------- ---------
Loss from operations .................... (127,734) (134,097) (104,617)
Interest income, net of
related expenses ............... 22,241 20,622 20,249
Gain on sale of marketable securities ... 2,079 -- --
--------- --------- ---------
Net income (loss)........................ $(103,414) $(113,475) $ (84,368)
========= ========= =========
Income (loss) per share ................. $ (.15) $ (.16) $ (.12)
========= ========= =========
Weighted average number of
shares outstanding ............. 705,836 705,836 705,836
========= ========= =========
The notes to financial statements are made a part hereof.
II - 8
DATATAB, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF RETAINED EARNINGS (DEFICIT)
YEAR ENDED DECEMBER 31,
-----------------------
2000 1999 1998
---- ---- ----
(Deficit) - January 1 ............. $(3,215,267) $(3,101,792) $(3,017,424)
Net income (loss)
for the year ............. (103,414) (113,475) (84,368)
----------- ----------- -----------
(Deficit) - December 31 ........... $(3,318,681) $(3,215,267) $(3,101,792)
=========== =========== ===========
The notes to financial statements are made a part hereof.
II - 9
DATATAB, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31,
-----------------------
2000 1999 1998
---- ---- ----
Cash flows provided by (used in)
operating activities:
Cash received from
customers ................. $ 368,575 $ 598,011 $ 403,862
Cash paid to suppliers
and employees ............. (569,546) (528,468) (499,941)
Interest received,
net ....................... 22,241 20,622 20,249
--------- --------- ---------
Net cash provided by
(used in) operating
activities ......................... (178,730) 90,165 (75,830)
--------- --------- ---------
Cash flows provided by (used in)
investing activities:
Proceeds of sale of marketable
Securities, net 2,079 -- --
Advances from (to)
an affiliate ............... 87,622 (11,221) 78,219
--------- --------- ---------
Net cash provided by (used in)
investing activities ............... 89,701 (11,221) 78,219
--------- --------- ---------
Net (decrease) increase in cash ...... (89,029) 78,944 2,389
Cash at beginning of period .......... 90,015 11,071 8,682
--------- --------- ---------
Cash at end of period ................ $ 986 $ 90,015 $ 11,071
========= ========= =========
(CONTINUED)
II - 10
DATATAB, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31,
-----------------------
1999 1998 1997
---- ---- ----
Reconciliation of net income to net cash provided by operating activities:
Net income (loss) ....................... $(103,414) $(113,475) $ (84,368)
Adjustments to reconcile net
loss to net cash
provided by operating
activities:
Depreciation and
amortization ......... 654 1,435 1,751
Gain on sale of marketable
Securities ........... (2,079) - -
Decrease (increase)
in accounts
receivable ........... 33,806 (28,251) 8,915
Decrease (increase)
in inventories ....... (125) 115 35
Decrease (increase)
in prepaid expenses
and other assets ..... 497 (40) -
(Decrease) increase
in accounts
payable .............. (5,760) 1,121 (11,140)
(Decrease) increase
in accrued expenses,
taxes and other
liabilities .......... (102,309) 229,260 8,977
--------- --------- ---------
Net cash provided by (used in)
operating activities ........... $(178,730) $ 90,165 $ (75,830)
========= ========= =========
The notes to financial statements are made a part hereof.
II - 11
DATATAB, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
- -------------------------------------------
Principles of Consolidation - The consolidated financial statements
include the accounts of the Company and its subsidiaries (all of which are
wholly-owned) after elimination of inter-company investments, advances and
transactions.
Inventory - Inventoried costs of uncompleted jobs represents unbilled
labor and overhead charges. Inventories of supplies are stated at the lower of
cost (first-in, first-out method) or market.
Furniture, Fixtures, Equipment and Improvements - Furniture, fixtures,
equipment and improvements are recorded at cost. At the time assets are sold or
otherwise disposed of, the cost and accumulated depreciation are eliminated from
the asset and depreciation accounts; profits and losses on such dispositions are
reflected in current operations. Expenditures for maintenance and repairs are
charged to operations; replacements, renewals and betterments are capitalized.
Depreciation for financial accounting purposes is computed on the
Straight-line method to amortize the cost of various classes of assets over
their estimated useful lives. Leasehold improvements are amortized over the
shorter of the life of the related asset or the life of the lease.
Depreciation for income tax purposes is computed substantially on
accelerated methods; deferred income taxes have been provided on the difference
between depreciation expense for financial accounting and income tax purposes;
however, deferred taxes previously provided were eliminated as a result of
accumulated net losses.
Systems Development Costs - Systems development costs are charged to
operations as incurred.
(Continued)
II - 12
DATATAB, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):
- -------------------------------------------------------
Earnings or Loss per Share - Earnings or loss per share is based on the
average number of shares of common stock outstanding each year after deducting
treasury shares.
Cash and Cash Equivalents - All highly liquid investments with a
maturity of three months or less at date of purchase are carried at fair value
and are considered to be cash equivalents.
Use of Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect certain report amounts and
disclosures. Accordingly, actual results could differ from those estimates.
Fair Value of Financial Instruments - The carrying value of financial
instruments approximate their fair value.
RECEIVABLE FROM DATA PROBE, INC.:
- ---------------------------------
Data Probe, Inc., the majority stockholder, is indebted to the Company for
advances made. For the year ended December 31, 2000 and 1999 total interest
earned on the advances amounted to $21,589 and $19,988 respectively.
INVENTORIES:
- ------------
Inventories are summarized as follows:
DECEMBER 31,
------------
2000 1999
---- ----
Work in process . . . . . . $ 1,175 $ 1,050
======= =======
(Continued)
II - 13
DATATAB, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000
FURNITURE, FIXTURES, EQUIPMENT AND IMPROVEMENTS:
- ------------------------------------------------
Furniture, fixtures, equipment and improvements comprise the following:
COST AND BOOK VALUE
DECEMBER 31,
------------
ESTIMATED
USEFUL
2000 1999 LIVES
---- ---- -----
Computer data
processing
equipment . . . $118,033 $118,033 7 to 10 years
Furniture,
fixtures and
improvements. . 8,647 8,647 5 to 10 years
-------- --------
126,680 126,680
Less accumulated
depreciation. . 125,890 125,236
------- -------
Net . . $ 790 $ 1,444
======== ========
INCOME TAXES:
- -------------
At December 31, 2000, the Company has available net operating loss
Carry-forwards in excess of $1,433,000, of which $175,000 expires in 2001,
$199,000 in 2002, $120,000 in 2003, $87,000 in 2004, $ 94,000 in 2005, $84,000
in 2006 and the balance in 2007 and thereafter.
The Company has provided a valuation allowance in its entirety to
offset potential benefit derived with the utilization of the net operating loss
carry-forwards and tax credits available.
The consolidated federal income tax returns of the Company and its
subsidiaries have been examined by the Treasury Department through 1977.
(Continued)
II - 14
DATATAB, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000
TRANSACTIONS WITH RELATED PARTIES:
- ----------------------------------
Data Probe, Inc. charged the Company for the following:
TOTAL SERVICES RENT
----- -------- ----
2000. . . $284,152 $212,306 $ 71,845
1999. . . 237,574 168,887 68,687
1998. . . 161,166 95,123 66,043
In addition, the Company charged Data Probe, Inc. for the following:
TOTAL SERVICES INTEREST SALES
----- -------- -------- -----
2000. . . $185,764 $120,000 $ 21,589 $ 44,175
1999. . . 218,569 135,000 19,988 63,581
1998. . . 105,002 48,000 20,249 36,753
COMMITMENTS:
- ------------
As of January 1, 1997, Data Probe, Inc. acquired a lease for new
office space, and the Company will be renting its offices from them on a month
to month basis.
GOING CONCERN:
- --------------
As reflected in the accompanying financial statements, the Company
incurred net operating losses of $103,414 and $113,475 for each of the two years
ended December 31, 2000 and 1999. Adverse economic conditions have limited the
ability of the Company to market its services at amounts sufficient to recover
operating and administrative cost. Continued losses have exhausted the remaining
net working capital. Because of the conditions surrounding the Company and its
inability to generate profit, there is doubt about the Company's ability to
continue as a going concern. The financial statements do not include any
adjustments that might be necessary should the Company be unable to continue as
a going concern.
II - 15
ITEM #9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE:
- -------- -----------------------------------------------------
Not applicable.
II - 16
Part III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
(a), (b) IDENTIFICATION OF DIRECTORS AND EXECUTIVE
OFFICERS.
DIRECTOR OFFICER
NAME AGE POSITION SINCE SINCE
---- --- -------- ----- -----
Yitzhak N. Bachana 68 President, Treasurer, 1983 1983
and Director
James R. Sheridan 55 Executive Vice President, 1983 1983
Secretary, and Director
Each director is elected to serve as a director until the next
succeeding annual meeting of shareholders and until his successor is duly
elected and qualified. Each executive officer is elected to serve at the
pleasure of the Board of Directors.
(c) IDENTIFICATION OF CERTAIN SIGNIFICANT EMPLOYEES.
None.
(d) FAMILY RELATIONSHIPS.
None.
(e) BUSINESS EXPERIENCE.
The following sets forth the business experience during the
past five years of each director and officer:
Mr. Bachana has been President, Treasurer, and a director of
Data Probe, Inc., a publicly-traded, New York based computer service bureau and
parent of Data Probe Acquisition Corp., for more than the past five years. Mr.
Bachana has been a director of the Board of Megadata Corporation since April 20,
1976 and has been President and Chief Executive Officer of Megadata Corporation
since June 3, 1980. On October 2, 1998, Mr. Bachana has resigned his post as
President of Megadata. Megadata Corporation's securities are registered under
Section 12(g) of the Securities Exchange Act of 1934, as amended.
Mr. Sheridan has been Executive Vice President and served as a
supervisor and operations manager of Data Probe, Inc. for more than the past
five years.
(f) INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS.
The Registrant knows of no event which occurred during the
past five years and which is described in Item 401(f) of Regulation S-K relating
to any director or officer of the Registrant.
III - 1
ITEM 11. EXECUTIVE COMPENSATION.
(a) COMPENSATION.
The following table sets forth all compensation paid to the
executive officers of the Registrant as a group for such fiscal year.
SUMMARY COMPENSATION TABLE
- --------------------------------------------------------------------------------
(A) (B) (C) (D) (E)
- --------------------------------------------------------------------------------
NAME AND PRINCIPAL OTHER
POSITION YEAR SALARY BONUS COMPENSATION
- ------------------ ---- -------- ----- ------------
Yitzhak N. Bachana - President 2000 $ 52,885 - $ 61,346 (1)
1999 55,000 - 62,305 (2)
1998 6,346 (3) - 62,305 (4)
James R. Sheridan - 2000 $ 48,500 - $ 32,695 (5)
1999 58,500 - $ 32,695 (6)
Executive Vice President 1998 48,500 (7) - 37,362 (8)
- --------------------------------------------------------------------------------
(1) Represents earned but unpaid salary as of December 31, 2000.
(2) Represents earned but unpaid salary as of December 31, 1999.
(3) Does not include earned but unpaid salary of $48,654 as of December 31,
1998.
(4) Represents earned but unpaid salary through December 31, 1998.
(5) Represents earned but unpaid commission as of December 31, 2000.
(6) Represents earned but unpaid commission as of December 31, 1999.
(7) Does not include earned but unpaid commission of $37,362 as of December 31,
1998.
(8) Represents earned but unpaid commission as of December 31, 1998.
III - 2
(b) (1) COMPENSATION PURSUANT TO PLANS.
The Registrant's employees (including officers) are all
employed on a month-to-month basis.
(2) PENSION TABLE.
Not applicable.
(3) ALTERNATIVE PENSION PLAN DISCLOSURE.
Not applicable.
(4) STOCK OPTION AND STOCK APPRECIATION RIGHT PLANS.
Not applicable.
(c) OTHER COMPENSATION.
None.
(d) COMPENSATION OF DIRECTORS.
1. STANDARD ARRANGEMENTS.
None.
2. OTHER ARRANGEMENTS.
None.
(e) TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL
ARRANGEMENT.
None.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
(a) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS.
The following chart sets forth the name and address of the
person known to the Registrant to be the beneficial owner of more than 5% of the
Registrant's common shares, par value $1.00, at March 20, 2001.
AMOUNT OF
NAME AND ADDRESS OF BENEFICIAL PERCENT
BENEFICIAL OWNER OWNERSHIP OF CLASS
- ---------------- --------- --------
Data Probe
Acquisition Corp. 517,959(1)(2) 73.38
49 East 21 Street
NEW YORK, NEW YORK 10010
- ----------
(1) All shares are owned of record and beneficially.
(2) Yitzhak N. Bachana, President of the Registrant, owns 57.22% of the
outstanding shares of Data Probe, Inc., the parent of Data Probe Acquisition
Corp., and by virtue thereof may be deemed to be the beneficial owner of more
than 5% of the Registrant's outstanding shares.
III - 3
(b) SECURITY OWNERSHIP OF MANAGEMENT.
The following chart sets forth the number of the Registrant's
common shares, $1.00 par value, beneficially owned by all of the directors of
the Registrant and by the directors and officers of the Registrant as a group at
March 20, 2001:
NAME OF AMOUNT OF
BENEFICIAL BENEFICIAL PERCENT
OWNER OWNERSHIP (1) OF CLASS
- ----- ------------- --------
Yitzhak N. Bachana 0 (2) 0
James R. Sheridan 0 0
Officers and Directors
as a Group
(2 PERSONS) 0 (2) 0
- ----------------------------
(1) All shares are owned of record and beneficially.
(2) Yitzhak N. Bachana is the President, Chairman of the Board, and majority
shareholder of Data Probe, Inc., the parent of Data Probe Acquisition Corp.,
which owns 517,959 common shares of the Registrant (or 73.38% of all issued and
outstanding shares) which are excluded from the foregoing table.
(c) CHANGES IN CONTROL.
Not applicable.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
(a) TRANSACTIONS WITH MANAGEMENT AND OTHERS.
Since December 27, 1996 The Registrant, located its executive
offices at 49 East 21 Street, New York, New York, where it shares space with its
parent company, Data Probe, Inc. Data Probe acquired a lease for this location,
and the Registrant has been renting space pursuant to an allocation arrangement
providing that the Registrant pay Data Probe, Inc. on a month to month basis
approximately $5,500. (See Item 13, INFRA.)
III - 4
From time to time the Registrant and Data Probe, Inc. hire
each other's employees for specific projects. For the fiscal year ended December
31, 2000, the Registrant incurred expenses of $212,306 with respect to these
transactions. The Registrant was charged $66,570 for rent pursuant to an
allocation arrangement. The Registrant charged Data Probe, Inc. $164,175 for
sales and services and $21,589 for interest in 2000.
All fees are determined on a project-by-project basis and, in
the opinion of Registrant's management, are no less favorable to the Registrant
than those which could be obtained from unrelated third parties.
(b) CERTAIN BUSINESS RELATIONSHIPS.
None.
(c) INDEBTEDNESS OF MANAGEMENT.
None.
(d) TRANSACTIONS WITH PROMOTERS.
Not applicable.
III - 5
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES, AND REPORTS ON FORM
8-K.
PAGE
----
(a) 1. FINANCIAL STATEMENTS
Included in Part II of this report:
Selected Financial Data at
December 31, 2000, 1999, 1998,
1997, 1996 II-2
Report of Independent Certified
Public Accountants II-6
Consolidated Balance Sheets at
December 31, 2000 and 1999 II-7
Consolidated Statements of Operations
for the years ended December 31,
2000, 1999, and 1998 II-9
Consolidated Statements of Retained
Earnings (Deficit) for the years
ended December 31, 2000, 1999,
and 1998 II-10
Consolidated Statements of Cash
Flows for the years ended December 31,
2000, 1999, and 1998 II-11
Notes to Consolidated Financial
Statements II-13
2. Financial Statements Schedules
Included in Part IV of this report:
Accountant's report on financial
statement schedules IV-4
Schedule V-Equipment and
Improvements for the years ended
December 31, 2000, 1999, and 1998 IV-5
Schedule VI-Depreciation and
Amortization of Equipment and
Improvements for the years ended
December 31, 2000, 1999, and 1998 IV-6
IV - 1
Schedules, other than those listed above, have been omitted
since they are not required or the information required therein has been
presented elsewhere in the financial statements.
Separate financial statements of Datatab, Inc. (parent) have
been omitted since the conditions for omission have been met.
(b) REPORTS FILED ON FORM 8-K.
None
(c) EXHIBITS
None
IV - 2
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
DATATAB, INC.
Dated: March 30, 2001 By: /S/ YITZHAK N. BACHANA
----------------------
Yitzhak N. Bachana,
President
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated:
Dated: March 30, 2001 /S/ YITZHAK N. BACHANA
----------------------
Yitzhak N. Bachana, President,
Treasurer, Principal Executive
Officer, Principal Financial
Officer, Director
Dated: March 30, 2001 /S/ JAMES R. SHERIDAN
---------------------
James R. Sheridan, Executive Vice
President, Director
IV - 3