U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-KSB
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [Fee Required]
For the fiscal year ended August 31, 1995
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1943 [No Fee Required]
For the transition period from ______________ to ____________
CHARTWELL CABLE FUND, INC.
(Name of small business issuer in its charter)
Colorado 84-1067172
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
20 Chase Street,Lakewood, CO 80226
(Address of principal executive offices)(Zip Code)
Issuer's telephone number 303 274 1413
Securities registered under Section 12(b) of the Exchange Act: None
Title of each class and name of each exchange on which registered: None
Securities registered under Section 12(g) of the Exchange Act: None
Check whether the issuer (1) filed all reports to be filed by Section 13
or 15(d) of the Exchange Act 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
----- ------
Check if there is no disclosure of delinquent filers in response to Item
405 or Regulation S-B is contained in this form, and no disclosure will be
contained, to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-
KSB or any amendment to this Form 10-KSB. [x]
State issuer's revenues for its most recent fiscal year. $0.00
State the aggregate market value of the voting stock held by non-
affiliates computed by reference to the price at which the stock was sold or
the average bid and asked prices of such stock, as of a specified date within
the past 60 days. As of the date of this Report, the issuer's common stock is
not quoted on any recognized securities exchange or National Association of
Securities Dealers, Inc., trading system. There are 113,887 shares held by
non-affiliates eligible to trade upon the initiation of quotations for shares
of the issuer's common stock.
State the number of shares outstanding of each of the issuer's classes of
common equity as of the latest practicable date. 865,664 shares of common
stock were outstanding as of February, 14, 1996
DOCUMENTS INCORPORATED BY REFERENCE: None<PAGE>
<PAGE> 2
Item 1. Business
(a) General Development of Business.
(b) Business of the Registrant.
The Company was incorporated in the State of Colorado in 1987 to acquire,
develop and operate cable television systems. The Company conducted an initial
public offering of common stock and common stock purchase warrants which
closed in January, 1988 and resulted in net proceeds of approximately $800,000.
In September, 1988, the Company organized Chartwell Cable of Colorado,
Inc.(CCC), for the purpose of conducting cable operations. In 1990, CCC
completed construction of two cable systems in Larimer and Weld Counties,
Colorado. These systems in rural, northeast Colorado had a combined total of
approximately eighty miles of cable and 800 subscribers. In December, 1994,
the Company sold its Larimer and Weld County, Colorado cable systems to Galaxy
Management, Inc., an unaffiliated third party for approximately $740,000 of
which $50,000 was placed in escrow for one year to cover contingencies.
In 1992, CCC entered into an agreement with a Denver, Colorado apartment
complex to operate the complex's 960 unit cable television system. In March,
1994, the Company sold its interest in the apartment complex system to an
unaffiliated company for $228,000. Of this amount $53,500 was paid to the
owner of the complex, $7,500 was escrowed for one year to cover taxes and
approximately $160,000 was received by the Company and used to repay loans and
as working capital for the golf equipment business described below.
In November, 1993, the Company established Chartwell Products, Inc., as a
wholly owned subsidiary in order to pursue the manufacturing and marketing of a
golf practice and training product, Cyberswing Tee Box. The Company's
President had developed the product at his own expense and on October 1, 1993,
licensed the patent and intellectual property rights to the Tee Box to
Chartwell Products, Inc., in exchange for reimbursement of patent application
costs of approximately $10,000. Mr. Ober had filed two patent applications in
the United States Patent Office with respect to the product. As of the date of
this report, no patents have been issued and there is no assurance that patents
will be issued. The license agreement also required the Company to sell a
minimum number of units during the agreement's second, third and fourth years.
In November, 1994, Chartwell Products, Inc., sold all of the assets of
Chartwell Products, Inc., and A. Clinton Ober, the Company's President assigned
the patent and intellectual rights from the Tee Box to Recreative Technologies
Corporation, an unaffiliated third party. The principal terms of these
agreements are that the Buyer paid to Chartwell Products, Inc., approximately
$90,000 based upon inventory. The Buyer also agreed to pay to Chartwell
Products, Inc., a 5% royalty on annual sales up to $3,000,000 and a 3% royalty
on annual sales in excess of $3,000,000. As of the date of this report, no
royalty payments have been made.
As a result of the sale of cable and golf product businesses, the Company
now has no operations. The sale of the unprofitable cable systems eliminated a
continuing source of losses and the sale of the golf product business relieved
the Company of the time and expense of manufacturing and marketing for which it
did not have sufficient capital to pursue. The proceeds of these sales have
been used to pay-off the Company's debts and certain previously deferred
related party obligations (Please see Related Transactions, page 9) as well as
attorney and auditing fees necessary to present this report. Since the
beginning of 1995, the Company has been seeking businesses or business
opportunities which can take advantage of the Company's status as a publicly
held corporation. Management is seeking privately held merger or reverse
acquisition candidates who desired to reorganize with a publicly held
corporation. Management based this business plan on the supposition that the<PAGE>
<PAGE> 3
Company's shareholder distribution and status as a publicly held corporation
were valuable attributes advantageous to a privately held business seeking to
establish a market value for equity securities of their business and access to
public capital markets. The Company's targeted candidates were companies
either unable or unwilling to incur the cost and delay of a traditional
underwritten initial public offering. Management will utilize its best
judgement to evaluate candidates to determine the viability of any proposed
reorganization and the benefit to the shareholders of the Company.
During February, 1995 the Company entered into negotiations with a
privately held business engaged in oil and gas development and production in
the State of Illinois. In preparation for entering into a reorganization
agreement with this business, the Company held a shareholders meeting on March
31, 1995. At this meeting, the shareholders approved increasing the authorized
capital stock of the Company to 100,000,000 shares of common stock and
40,000,000 shares of preferred stock. The shareholders also approved entering
into a reorganization with the oil company and changing the name of the Company
to reflect the reorganization. Finally the shareholders also approved a four
to five reverse split of the outstanding shares of the Company's common stock
subject to completion of the proposed reorganization. However, no preliminary
or definative reorganization agreement was ever executed and the Company has
terminated its negotiations. As and when negotiations with any third party
result in a definative reorganization agreement, the Company will file a
current report on form 8-K.
Competition
The market for a company such as the Company which is seeking to
reorganize itself with a privately held business as an alternative to going
public by a traditional underwritten public offering is limited and there are
numerous publicly held companies which for one reason or another have ceased to
have active business operations who are competing for the reorganization
candidates. Locating such candidates and concluding a reorganization is highly
dependant upon the business contacts of the public company's management. In
this respect the Company believes that it has several competitive advantages.
Its management has many years of business experience and has a well respected
reputation in the business community. The Company is also virtually debt free
with no contingent or potential liablities, it has in excess of 1,000
shareholders.
Regulation
The Company is subject to regulation by the Securities and Exchange
Commission with respect to its status as a publicly held corporation. In
addition it is regulated by the State of Colorado as a Colorado corporation.
It is highly likely that as and when a reorganization occurs, the Company will
become subject to whatever regulation the private business is subject to. In
addition, as and when the Company can re-establish a public market for its
common stock, it may also become subject to greater regulation.
Employees
The Company had no full time employees as of February 29, 1996. Affairs
of the Company are managed by the Company's President and Secretary as
necessary.
Item 2. Properties
The Company's executive offices are located at 20 Chase Street, Suite
2100, Lakewood, Colorado 80215 and its telephone number is (303) 274 1413. The<PAGE>
<PAGE> 4
Company's office space is provided by the Company's secretary at no additional
expense to the Company.
Item 3. Legal Proceedings
There are no pending legal proceedings involving the Registrant or its
wholly owned subsidairy nor is the Registrant aware of any threatened legal
proceedings to which the Registrant or its subsidairy is a party.
Item 4. Submission of Matters to a Vote of Security Holders.
During February, 1995 the Company entered into negotiations with a
privately held business engaged in oil and gas development and production in
the State of Illinois. In preparation for entering into a reorganization
agreement with this business, the Company held a shareholders meeting on March
31, 1995. At this meeting, the shareholders approved increasing the authorized
capital stock of the Company to 100,000,000 shares of common stock and
40,000,000 shares of preferred stock. The shareholders also approved entering
into a reorganization with the oil company and changing the name of the Company
to reflect the reorganization. Finally the shareholders also approved a four
to five reverse split of the outstanding shares of the Company's common stock
subject to completion of the proposed reorganization. However, no preliminary
or definative reorganization agreement was ever executed and the Company has
terminated its negotiations.<PAGE>
<PAGE> 5
PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters
(a) Principal Market or Markets. The Registrant's Common Stock is not
presently traded on any established market. As of February 29, 1996 there are
751,777 shares of restricted common stock outstanding which have been held in
excess of three years. Howwever these share are not eligible for the removal
of transfer restriction pursuant to Rule 144(k) due to the fact that they are
held by Chartwell Capital Corporation which is an affiliate of the Registrant.
There are no other restricted shares outstanding as of February 29, 1996.
There are no outstanding options or warrants to purchase or securities
convertible into the common stock of the Company.
(b) Approximate Number of Holders of Common Stock. The number of holders
of record of the Registrant's $.10 par value stock at February 29, 1996 was
1,188.
(c) Dividends. Holders of Common Stock are entitled to receive such
dividends as may be declared by the Registrant's Board of Directors. No
dividends have been paid with respect to the Registrant's Common Stock and no
dividends are anticipated to be paid in the foreseeable future.
Item 6. Management's Discussion and Analysis of Financial Condition and
Results of Operations
During the fiscal year ended August 31, 1994 and in the first quarter of
the fiscal year ended August 31, 1995, the Company sold all of its operations
and has paid off substantially all of its liabilities. Since August, 1990, the
Company owned and operated cable television systems in Colorado. During 1993,
the Company established a subsidiary to market and manufacture a golf practice
product. However the cable systems did not generated sufficient revenue for
the Company to realize a profit and during the fiscal year ended August 31,
1994, Management determined that the Company had insufficient resources for the
manufacture and marketing of the golf product. As a result, Management began
seeking purchasers for these operations and in November and December, 1994
sales of these operations were concluded. As a result of these sales, these
operations have been accounted for as discontinued operations during the fiscal
year ended August 31, 1994 and have been restated in the prior year's
statements of operations and cash flows to reflect the discontinuation.
The proceeds of the sale of the discontinued operations were used to pay
off substantially all of the Company's liablilities. In addition the Company
has transferred ownership of all of its subsidiaries to the Company's parent
corporation Chartwell Capital Corp. Management believes that as restructured,
the Company is an attractive candidate for a privately held business seeking to
reorganize with a publicly owned corporation such as the Company.
Liquidity
During the year ended August 31, 1995, the Company incurred a net loss of
$132,487. This consisted of an adjusted loss of $167,436 on continuing
operations and a gain of $34,949 on discontinued operations. The Company had
cash of $169,776 as of the fiscal year ended August 313, 1995 and as a result
has not had to continue borrowing from related parties. The Company believes
its cash reserves are sufficient for the purpose of seeking and consumating a
reorganization agreement with a third party.<PAGE>
<PAGE> 6
During the year ended August 31, 1994, the Company borrowed $50,000 each
from its President and one of its directors. These loans in addition to prior
loans by the Company's President resulted in a total of $258,435 in notes
payable and accrued interest to related parties. In February, 1995, proceeds
of the sales of the discontinued businesses discussed below were used to repay
these loans as well as to pay the related party management fee of $60,000 for
the fiscal year ended August 31, 1994 and $37,050 in connection with services
rendered on the sale of the cable systems to Chartwell Capital Corporation. As
a result of the sales of the discontinued businesses and payment of outstanding
liabilities with the proceeds thereof, the Company has eliminated the sources
of continuing losses and presently has no significant outstanding liabilities.
Capital Resources
In March, 1994 the Company sold its apartment complex cable system and in
November and December 1994, the Company sold its golf products business and its
Larimer and Weld County Colorado cable systems. The apartment complex cable
system was sold for $228,000 resulting in a net gain of $49,060. The Larimer
and Weld County cable systems were sold for $741,000 resulting in a gain of
approximately $80,000. The golf products business was sold for approximately
$90,000 resulting in a net loss of approximately $64,000. The net proceeds
were used to pay outstanding notes payable and accounts payable. Therefore as
of the date of this report, the Company has no capital resources other than its
cash reserve. However Management believes that these sales and the use of
proceeds thereof to virtually eliminate the Company's liabilities leaves the
Company in an advantageous position to capitalize on its publicly held status
by reorganizing with a privately held business.
Results of Operations
The loss from operations during the fiscal year ended August 31, 1995 are
a result primarily of the general and administrative expenses incurred during
the process of discontinuing its businesses. As of the date of this report,
the Company's only operations are to seek out and conclude a reorganization
with a privately held company. Management anticipates that losses will
continue as a result of continuing general and administrative expenses but that
such losses shall be substantially reduced. The discontinued businesses which
the Company sold had resulted in a loss from operations of approximately
$220,000 during the fiscal year ended August 31, 1994. The Company also
incurred a loss of $94,000 from continuing operations for a total net loss of
$314,000.
Item 7. Financial Statements
The following financial statements are filed as part of this Annual Report
on Form 10-KSB:
(1) Audited Financial Statements for the Registrant for the fiscal
years ended August 31, 1995 and August 31, 1994.
Item 8. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure: None.<PAGE>
<PAGE> 7
Part III
Item 9. Directors, Executive Officers, Promoters and Control Persons
(a)(1)-(a)(3) Identification of Directors and Executive Officers.
The following table sets forth the names and ages of all Directors and
Executive officers of the Registrant and all persons nominated or chosen to
become a Director or an Executive Officer, indicating all positions and offices
with the Registrant held by each such person and the period during which he has
served as a Director or Executive Officer:
Name Age Position Term of Office
- ---- --- -------- ---------------
A. Clinton Ober 51 President, Chairman 9/87 to Present
of the Board of
Director
Daniel G. Buller 43 Vice President, Secretary
and Treasurer 8/91 to Present
Charles A. Downing 51 Director 11/91 to Present
Peter C. TenEyck 36 Director 12/93 to Present
The directors of the Company are elected to hold office until the next
annual meeting of Shareholders and until their successors have been elected and
qualified. Officers of the Company are elected by the Board of Directors and
hold office until their successors are elected and qualified. There is no
arrangement or understanding between any Director or Executive Officer or
nominee for Director or Executive Officer of the Registrant and any other
person or persons pursuant to which such Director or Executive Officer was or
is to be selected as a Director or Executive Officer or nominee for Director or
Executive Officer. The Registrant has no executive committee.
(a)(4) Business Experience
A. Clinton Ober -- President and Chairman of the Board of Directors.
Mr. Ober has been employed by the Company since 1977. From 1977 until
August 1987, Mr. Ober was President and Chairman of the Board of Telecrafter
Corporation (TLCR), Lakewood, Colorado, a company which he founded. TLCR is a
publicly-held, national cable television services company that specializes in
marketing, auditing, and intstallations for cable television system operators.
In 1988 TLCR was merged into Wegener Communications, Inc. From 1973 to 1976
Mr. Ober was employed as director of marketing for Tele-Communications, Inc.,
(TCI), Englewood, Colorado, currently the largest publicly owned multiple cable
television system operators in the United States. From November 1985 until his
resignation in March 1988, Mr. Ober served as a director of Automated Scanning,
Inc., a publicly held company in the business of selling document conversion
services. From February 1985 until his resignation in March 1988, Mr. Ober
also served as a director of Satellite Information Systems Company, a publicly
company in the business of developing software for the communications industry<PAGE>
<PAGE> 8
and the electronic distribution of information. Mr. Ober is an officer and
director of Chartwell Capital Corporation, a publicly held corporation which is
the majority shareholder of the Registrant.
Daniel G. Buller -- Vice President, Secretary and Treasurer. Mr. Buller has
was employed by Chartwell Cable of Colorado, Inc., one of the Registrant's
subsidairies from August 1991 until the operations were sold in December, 1994.
He was employed from 1989 to 1990 by R.L. Morris & Associates, Inc., as the
accounting department supervisor in charge of all accounting operations. From
1984 to 1989, he was employed by Joanne Marshalls Accounting and Consulting
Service as a full-charge accountant responsible for 25 small business accounts
on a monthly basis. Mr. Buller has a degree in Management Accounting from
Midwest Business College.
Charles A. Downing -- Director Mr. Downing is currently a consultant/broker
for the telecommunications industry. From 1986 to 1989 Mr. Downing was a
communications broker with Clifton Gardiner & Associates, Denver, Colorado. He
was responsible for the brokerage activities in four communications industries:
private cable (SMATV), multiple channel microwave distribution service (MMDS)
and two areas in the radio common carrier industry (RCC), pager and cellular
telephone. Mr. Downing has a B.S. in Business Administration, Marketing and
Computer Science from California State University. Mr. Downing is a Director
of Chartwell Capital Corporation, the majorithy shareholder of the Registrant.
Peter C. TenEyck -- Director Mr. TenEyck has served as the Director of
Marketing for Crosspoint Productions, a post production facility since June,
1989. His duties include development and implementation of all marketing
functions for Crosspoint including advertizing, sales and promotions. Prior to
his involvement with Crosspoint, Mr. TenEyck has also produced cable and
television programming for Rand McNally, ESPN and many other programs and
commericals. Mr. TenEyck is a Director of Chartwell Capital Corporation, the
majorithy shareholder of the Registrant. Mr. TenEyck has a B.S. from the
University of Colorado.
(a)(5) Directorship. Except as noted above, No Director or nominee for
Director currently holds a Directorship in any company subject to the
Securities Exchange Act of 1934 or subject to the requirements of Section 15(d)
of such Act or any company registered as an investment company under the
Investment Company Act of 1940.
(b)Identification of Certain Significant Employees. The Registrant does not
employ any person, other than the above-named Executive Officers, who make or
are expected to make significant contributions to the business of the
Registrant.
(c) Family Relationships. There are no family relationships between any
Director or Executive Officer or person nominated or chosen by the Registrant
to become a Director or Executive Officer.
(d) Involvement in Certain Legal Proceedings. No event nor legal
proceeding occurred during the past five years which is material to an
evaluation of the ability or integrity of any Director (or persons nominated to
become Directors of the Registrant).
Item 10. Executive Compensation
(a) (1) General Information
During the fiscal years ended August 31, 1995, 1994, 1993 and 1991,
the Company's Chief Executive Officer received no compensation and no other<PAGE>
<PAGE> 9
officer received compensation in excess of $100,000.
The Registrant has a management agreement with Chartwell Capital
Corporation (Capital), the Registrant's principal shareholder, whereby Capital
provided the Company with services related to corporate administration,
including legal, accounting, bookkeeping, finance and secretarial services and
related administrative services. During the year ended August 31, 1992, the
Company issued 647,777 shares of its common stock to Capital as repayment for a
$411,000 note payable, $113,742 of accrued interest on the note and $58,200
($30,000 for the year ended August 31, 1992) of accrued but unpaid
administrative management fees. In March 1995, the Registrant paid $60,000 to
Capital for its management services only for the fiscal year ended August 31,
1994.
Daniel G. Buller, Vice President, Secretary and Treasurer was paid a
salary of approximately $25,000 for the fiscal year ended August 31, 1995.
(b) Summary Compensation Table: Omitted due to no compensation being
paid.
(c)(d) & (e) Option/Stock Appreciation Rights Grants-Options/SAR Exercise and
Fiscal Year Value-Long Term Incentive Plan Awards Tables
The Registrant has no retirement, pension, profit sharing or insurance
or medical reimbursement plans covering its officers and directors, and does
not contemplate implementing any such plans at this time.
(f) Compensation of Directors.
(1) Standard Arrangements. The Registrant does not reimburse
Directors for all travel expenses incurred in attending meetings. No expenses
were reimbursed or accrued for the fiscal year ending August 31, 1995.
(2) Other Arrangements. There are no other arrangements pursuant to
which the Registrant's Directors receive remuneration from the Registrant for
services as a Director.
(g) Employment Contracts and Termination of Employment and Change of
Control Arrangement.
Except as noted above, the Registrant has no agreement or
understanding, express or implied, with any officer, director or any other
person regarding employment with the Registrant or compensation for service.
Compensation of officers and directors is determined by the Registrant's Board
of Directors and is not subject to shareholder approval. The Registrant has no
remuneration plan or arrangement, including payments to be received from the
Registrant, with respect to any individual named in paragraph (a) of this Item
for the latest or the next preceding fiscal year, if such plan or arrangement
results or will result from the resignation, retirement or any other
termination of such individual's employment with the Registrant, or from a
change in control of the Registrant or a change in the individual's
responsibilities following a change in control.<PAGE>
<PAGE> 10
Item 11. Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth the number of shares of the
Registrant's $.10 par value stock owned by each person who as of February 29,
1996 was known by the Registrant to own beneficially more that 5% of its
outstanding Common Stock and the ownership of all Officers and Directors of the
Company, individually and as a group.
Amount and Nature Percent
Name and Address of Beneficial of
of Beneficial Owner Ownership Class (1)
- ------------------- ------------------ ----------
Chartwell Capital Corp. 751,777 86.8%
4138 Timbervale Dr.
Evergreen, CO 80439
A. Clinton Ober 751,777* 86.8%
4138 Timbervale Dr.
Evergreen, CO 80439
Charles A. Downing 751,777* 86.8%
4138 Timbervale Dr.
Evergreen, CO 80439
Peter C. TenEyck 751,777* 86.8%
4138 Timbervale Dr.
Evergreen, CO 80439
Officers and Directors 751,777 86.8%
as a group (3 persons)
* A. Clinton Ober beneficially owns 52.8% of Chartwell Capital
Corporation and is an officer and director of that corporation. Charles A.
Downing and Peter C. TenEyck are also directors of Chartwell Capital
Corporation. Therefore these three individuals are deemed beneficial owners of
the 751,777 shares held by Chartwell Capital Corporation.
(c) Changes in Control. There has been no change in control of the Registrant
during the fiscal year ended August 31, 1995.
Item 12. Certain Relationships and Related Transactions
(a)(b) Transactions with Management and Others. On October 7, 1991, the
Company borrowed $100,000 from its President in the form of a note payable.
This note was secured by substantially all of the Registrant's cable television
systems and related equipment. This note was payable in monthly installments
and accrued interest at 10.5% annually. In January, 1995, the balance of
$104,623 in unpaid principal and accrued interest was repaid.
On June 8, 1992, the Company borrowed $40,250 from its President in the form
of a note payable. This note was secured by substantially all of the
Registrant's cable television systems and related equipment. This note was
payable on demand and accrued interest at 17% compounded monthly. In February,
1995, the balance of $63,150 in unpaid principal and accrued interest was
repaid.
In October 1992, the Company borrowed $35,000 and $16,000 from its President
in the form of two notes payable. These notes were secured by substantially
all of the Registrant's cable television systems and related equipment. These<PAGE>
<PAGE> 11
notes were payable on demand and accrued interest at 17%. In February, 1995,
the balances of $49,546 and $22,565 respectively in unpaid principal and
accrued interest was repaid for both notes.
In June 1993, the Company borrowed $22,500 from its President in the
form of a note payable. This note was secured by substantially all of the
Registrant's cable television systems and related equipment. This note was
payable on demand and accrued interest at 17%. In February, 1995, the balance
of $28,742 in unpaid principal and accrued interest was repaid.
An additional $5,000 was borrowed in June 1993 from the wife of the
Registrant's president. This note is payable on demand and accrued interest at
10%. In December, 1994, the balance of $5,780 in unpaid principal and accrued
interest was repaid.
In December 1993, the Company borrowed $50,000 from its President in
the form of a note payable. This note was payable on demand and accrued
interest at 17%. In April 1994, the balance of $52,096 in unpaid principal and
accrued interest was repaid.
In March of 1994, the Company borrowed $50,000 from Charles Downing in
the form of a note payable. The note was payable on demand and accrued interest
at the rate of 10%. In January 1995 the balance of $54,192 in unpaid principal
and accrued interest was paid.
The Registrant has a management agreement with Chartwell Capital
Corporation (Capital), the Registrant's principal shareholder, whereby Capital
provided the Company with services related to corporate administration,
including legal, accounting, bookkeeping, finance and secretarial services and
related administrative services. During the year ended August 341, 1992, the
Company issued 647,777 shares of its common stock to Capital as repayment for a
$411,000 note payable, $113,742 of accrued interest on the note and $58,200
($30,000 for the year ended August 31, 1992) of accrued but unpaid
administrative management fees. In March 1995, the Registrant paid $60,000 to
Capital for its management services during the fiscal year ended August 31,
1994.
In August and September of 1992, the Company's President incurred the
financing debt and purchased three trucks and subsequently leased the trucks to
Chartwell Cable of Colorado, Inc., for use in the cable operations. The
Company had then made the monthly finance payments directly to the financial
institutions. In December 1994, the Company repaid the financing of two trucks
in the amount of $9,728 and repaid the financing of the third truck in January
1995 in the amount of $13,691.
During fiscal year ended August 31, 1994 and through January, 1995 the
Registrant's principal office was located at 4138 Timbervale Drive, Evergreen,
Colorado. This office space had been leased from A. Clinton Ober, the
Registrant's president, on a month to month basis since August, 1992 for $850
per month.
(c) Parent Company of the Registrant. Chartwell Capital Corporation owns
751,777 shares of the Registrant's common stock which represents 86.8% of the
Registrant's outstanding common stock. In addition, A. Clinton Ober, president
of the Registrant, owns approximately 53% of the outstanding common stock of
the Registrant's parent, Chartwell Capital Corporation.
(d) Transactions with Promoters. Not Applicable.
Item 13. Exhibits and Reports on Form 8-K.
(a) The following exhibits are filed as part of this report.<PAGE>
<PAGE> 12
3.1 Articles of Incorporation: Incorporated by reference from the
Registrant's Registration Statement on Form S-18, File No. 33-18174-D.
3.2 By-Laws: Incorporated by reference from the Registrant's Registration
Statement on Form S-18, File No. 33-18174-D.
Exhibit (27) FINANCIAL DATA SCHEDULE
(b) There were no reports on Form 8-K filed during the last quarter of the
fiscal year ended August 31, 1995.<PAGE>
<PAGE> 13
HOLBEN, BOAK, COOPER & CO.
Certified Public Accountants 1720 S. Bellaire Street, Suite 500
Professional Corporation Denver, Colorado 80222
(303) 759-2727 Fax (303) 759-2728
INDEPENDENT AUDITORS' REPORT
The Board of Directors
and Stockholders
Chartwell Cable Fund, Inc. and Subsidiaries
Lakewood, Colorado
We have audited the accompanying consolidated balance sheets of
Chartwell Cable Fund, Inc. and Subsidiaries as of August 31, 1995 and
1994 and the related consolidated statements of operations,
stockholders' equity, and cash flows for the years ended August 31,
1995 and 1994. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements based
on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. 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 audits provide 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 Chartwell Cable Fund, Inc. and Subsidiaries as of August
31, 1995 and 1994, and the results of their operations and cash flows
for the years ended August 31, 1995 and 1994 in conformity with
generally accepted accounting principles.
JAMES BOAK
------------------------
HOLBEN, BOAK, COOPER & CO.
Denver, Colorado
October 25, 1995<PAGE>
<PAGE> 14
CHARTWELL CABLE FUND, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AUGUST 31, 1995 AND 1994
Assets
1995 1994
-------- --------
Current assets:
Cash $169,776 $ 7,746
Accounts receivable, other 25,023 7,700
Accounts receivable, related parties 5,000 -
Marketable securities (Note 1) - 2,375
Net assets of discontinued businesses
(Note 2) - 277,603
---------- -------
Total current assets 199,799 295,424
Property and equipment, net of
accumulated depreciation
(Notes 2 and 4) 434 15,856
--------- --------
$200,233 $311,280
========= ========
(Statement continues)<PAGE>
<PAGE> 15
CONSOLIDATED BALANCE SHEETS
AUGUST 31, 1995 AND 1994
Liabilities and Stockholders' Equity
1995 1994
-------- --------
Current liabilities:
Accounts payable and accrued expense$ 555 $ 816
Accounts payable, related parties
(Note 8) 30,000 -
----------- -------------
Total current liabilities 30,555 816
Minority interest in consolidated
subsidiary (Note 3) 36,721 45,020
Commitments (Notes 5 and 6)
Stockholders' equity (Notes 1 and 7):
Preferred stock, $.10 par value,
10,000 shares authorized, none issued
and outstanding - -
Common stock, $.10 par value, 2,000,000
shares authorized, 865,664 shares issued
and outstanding at 1995 and 1994 86,566 86,566
Additional paid-in capital 1,574,447 1,574,447
Accumulated (deficit) (1,528,056) (1,395,569)
----------- -----------
Total stockholders' equity 132,957 265,444
----------- -----------
$ 200,233 $ 311,280
=========== ===========<PAGE>
<PAGE> 16
CHARTWELL CABLE FUND, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED AUGUST 31, 1995 AND 1994
(SEE NOTE 2)
1995 1994
------------ ----------
Revenue $ - $ -
Operating expenses:
General and administrative 154,546 90,172
Interest 5,671 -
Depreciation 6,352 6,326
Write down of equipment 8,900 -
------------ ----------
175,469 96,498
Operating (loss) (175,469) (96,498)
Other expense, writedown of investments (266) (7,325)
Minority interest in loss of consolidated
subsidiary 8,299 9,770
------------ ----------
(Loss) from continuing operations (167,436) (94,053)
Discontinued operations (Note 2):
Loss from cable system and golf product
operations (53,900) (204,703)
Gain on sale of Fairways cable system - 49,060
Gain on sale of Larimer and Weld Cable
Systems 88,838 -
Gain (loss) on disposal of golf product
manufacturing operation 11 (64,000)
------------ ----------
Gain (loss) from discontinued
operations 34,949 (219,643)
------------ ----------
Net (loss) $(132,487) $(313,696)
============ ==========
Gain (loss) per common share (Note 1):
Continuing operations $ (.19) $ (.11)
Discontinued operations .04 (.25)
------ -----
Net (loss) per common share (Note 1) $ (.15) $ (.36)
====== =====
Weighted average number of common shares
outstanding (Note 1) 865,664 865,664
======= =======<PAGE>
<PAGE> 17
CHARTWELL CABLE FUND, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED AUGUST 31, 1995 AND 1994
Additional Total
Common Stock Paid-In Accumulated Stockholders'
Shares Amount Capital (Deficit) Equity
----------- -------- ----------- ------------ ----------
Balances,
August 31, 1993 865,664 $86,566 $1,574,447 $(1,081,873) $ 579,140
Net (loss) - - - (313,696) (313,696)
----------- -------- ----------- ------------ ----------
Balances,
August 31, 1994 865,664 86,566 1,574,447 (1,395,569) 265,444
Net (loss) - - - (132,487) (132,487)
----------- -------- ----------- ------------ ----------
Balances,
August 31, 1995 865,664 $86,566 $1,574,447 $(1,528,056) $ 132,957
=========== ======== =========== ============ ==========
<PAGE>
<PAGE> 18
CHARTWELL CABLE FUND, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED AUGUST 31, 1995 AND 1994
1995 1994
---------- ----------
Cash flows from operating activities:
Net (loss) $(132,487) $(313,696)
Adjustments to reconcile net (loss) to net
cash provided (used) by operating activities:
Depreciation 6,352 6,326
Minority interest in loss (8,299) (9,770)
Loss on securities 266 -
Write down of equipment 8,900 -
Change in operating assets and liabilities
excluding the effects of divestitures:
Accounts receivable (22,323) (7,700)
Marketable securities - (9,700)
Accounts payable 29,739 -
Discontinued businesses:
Operating cash provided - 47,837
Estimated loss on golf product operation - 64,000
Gain on sale of discontinued businesses (88,849) (49,060)
Depreciation 46,121 140,919
---------- ----------
Net cash (used) by operating
activities (160,580) (113,819)
----------- ----------
Cash flows from investing activities:
Additions to property and equipment 170 (419)
Proceeds from sale of securities 2,109 -
Proceeds from sale of discontinued businesses 756,240 146,647
Cash used by discontinued businesses (202,739) (51,077)
----------- ----------
Net cash provided by investing
activities 553,671 95,151
----------- ----------
(Continued on next page)<PAGE>
<PAGE> 19
CHARTWELL CABLE FUND, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED AUGUST 31, 1995 AND 1994
(CONTINUED)
1995 1994
----------- ----------
Cash flows from financing activities:
Cash borrowed by discontinued businesses $ - $100,000
Debt repayment by discontinued businesses (233,424) (77,334)
----------- ----------
Net cash provided (used) by financing
activities (233,424) 22,666
----------- ----------
Net increase (decrease) in cash 162,030 3,998
Cash, beginning of period 7,746 3,748
----------- ----------
Cash, end of period $ 169,776 $ 7,746
=========== ==========
Supplemental disclosure of cash flow
information:
Cash payments for interest $ 71,406 $ 8,072
======== ========<PAGE>
<PAGE> 20
CHARTWELL CABLE FUND, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Organization and summary of significant accounting policies
Organization
Chartwell Cable Fund, Inc. (the "Company" or "Cable Fund") was
incorporated in Colorado on September 17, 1987 and has been engaged
in the operation of cable systems in Larimer and Weld Counties,
Colorado and an apartment complex in Denver, Colorado through
Chartwell Cable of Colorado, Inc. ("Chartwell Cable"), a 90.15%
owned subsidiary of the Company. On November 8, 1993, Chartwell
Products, Inc. ("Chartwell Products") was incorporated in Colorado
as a 100% owned subsidiary of the Company. In 1994, the Company
began manufacturing and selling a golf practice product through
Chartwell Products.
In March 1994, the Company sold its apartment complex cable system.
In November and December 1994, the Company sold its golf product
operation and its Larimer and Weld County cable systems,
respectively.
Consolidation
The accompanying consolidated financial statements include the
accounts of the Company, Chartwell Cable and Chartwell Products.
All significant intercompany balances and transactions have been
eliminated in consolidation.
Marketable securities
Investments are presented in the financial statements at the lower
of cost or fair market value. Investments were comprised of common
stocks of companies that are traded locally and which the Company
intended to sell in the near term. As of August 31, 1994, cost
approximates market. Realized net losses for the years ended 1995
and 1994 were $266 and $7,325, respectively.<PAGE>
<PAGE> 21
CHARTWELL CABLE FUND, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
Note 1 - Organization and summary of significant accounting policies
(continued)
Property and equipment
Property and equipment is stated at cost. Assets acquired under
capital leases are recorded at the present value of future lease
payments. Depreciation is calculated using the straight-line
method over the shorter of the estimated useful life of the asset
or the term of the lease:
Buildings 10 to 40 years
Cable receiving and distribution
systems 9 to 15 years
Manufacturing equipment 5 years
Support equipment 3 to 15 years
Depreciation for the years ended August 31, 1995 and 1994 was as
follows:
1995 1994
-------- --------
Cable systems
(discontinued) $40,094 $124,764
Golf product manu-
facturing equipment
(discontinued) 6,027 11,155
Corporate 6,352 6,326
-------- --------
$ 52,473 $142,245
======== ========
(Loss) per share
(Loss) per share calculations have been determined by dividing the
net losses from continuing and discontinued operations, and the net
loss, by the weighted average number of shares outstanding during
the period.<PAGE>
<PAGE> 22
CHARTWELL CABLE FUND, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
Note 1 - Organization and summary of significant accounting policies
(continued)
Statement of cash flows
For the purposes of the statement of cash flows, the Company
considers investments with maturities of three months or less when
purchased to be cash equivalents.
Franchise costs
Franchise costs of the apartment complex cable system sold in 1994
were amortized on the straight line basis over the term (7 years)
of the cable franchise agreement. Amortization expense for the
years ended August 31, 1995 and 1994 was none and $5,000,
respectively.
Concentration of credit risk
SFAS No. 105, "Disclosure of Information About Financial
Instruments with Off-Balance Sheet Risk and Financial Instruments
with Concentrations of Credit Risk", requires disclosure of
significant concentrations of credit risk regardless of the degree
of such risk. As of August 31, 1995, the Company's cash consisted
of demand deposits maintained at a single financial institution
with balances in excess of FDIC coverage.
Note 2 - Discontinued businesses
In November and December 1994, the Company closed on the sales of
its golf product manufacturing business and remaining cable
systems, respectively. In March 1994, the Company had disposed of
its apartment complex cable system. The Company has accounted for
the dispositions of these business segments as discontinued
businesses.<PAGE>
<PAGE> 23
CHARTWELL CABLE FUND, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
Note 2 - Discontinued businesses (continued)
Net assets of the discontinued businesses have been segregated on
the August 31, 1994 consolidated balance sheet and consist of the
following:
Current assets:
Accounts receivable, trade $ 14,771
Inventory 64,283
Prepaid expenses and other assets 7,514
--------
Total current assets 86,568
Cable television systems, property
and equipment net of accumulated
depreciation of $501,678 and
allowance for impairment of $600,000 620,066
Golf product manufacturing equipment,
net of accumulated depreciation of
$11,155 and estimated impairment
of $39,000 23,142
Patent costs 10,000
--------
Total assets 739,776
Current liabilities:
Future loss on golf product operations 25,000
Accounts payable 7,786
Accrued expenses 10,855
Accrued interest payable, related parties 53,708
Accounts payable, related parties 81,400
Notes payable, related parties 258,435
Capitalized lease obligations,
related party 24,989
--------
Total current liabilities 462,173
--------
Net assets of discontinued businesses $277,603
========<PAGE>
<PAGE> 24
CHARTWELL CABLE FUND, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
Note 2 - Discontinued businesses (continued)
The operating results of the businesses being divested have been
reported separately as discontinued operations in the consolidated
statement of operations and consist of the following:
1995 1994
-------- ---------
Revenue:
Cable systems $ 92,683 $ 390,205
Golf product 14,102 37,708
Interest 6,691 -
-------- ---------
113,476 427,913
Expenses:
Cable operations 111,394 230,683
Cost of golf products sold 19,186 59,558
Selling costs of golf products 8,095 90,238
General and administrative 20,800 22,214
Management services, related
party (Note 7) 20,000 60,000
Interest expense, related
parties 12,901 44,977
Less:
Expected golf product loss
taken in prior year (25,000) -
-------- ---------
Total expenses 167,376 632,615
-------- ---------
(Loss) from operations $ (53,900) $(204,703)
======== =========
Gain on disposal of cable
systems and golf product
operations $ 88,849 $ -
======== =========
Expected loss on disposal of golf
product operations $ - $(64,000)
======== =========
On March 31, 1994, the Company sold its Fairways apartment complex
cable system for $228,000, realizing a net gain on the sale of
$49,060 after deducting contract termination costs, sales
commissions and the cost basis in the property.<PAGE>
<PAGE> 25
CHARTWELL CABLE FUND, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
Note 2 - Discontinued businesses (continued)
The selling price of the remaining cable systems sold in December
1994 was $666,950 which, after deducting commissions and costs of
the property sold, has resulted in a gain of $88,838. The golf
product operation was sold for approximately $89,290 in November
1994, which, after deducting commissions and costs of the property
sold, has resulted in a cumulative loss of $63,989.
At August 31, 1994, the Company recorded an impairment of golf
product assets of $39,000, and an expected loss on the golf product
operation of $25,000 from September 1, 1994 to the date of sale
and has included both amounts in the loss on disposal of $64,000 in
the preceding schedule.
Note 3 - Minority interest in subsidiary
In 1992, the Company issued 10,925 shares, or 9.85 percent, of the
common stock of the Company's cable operations subsidiary to an
outside party.
As presented on the balance sheet, the minority's original interest
in the consolidated subsidiary was $70,000, which has been reduced
by the minority's interest in the subsidiary's cumulative net losses
of $33,279 and $24,980 through August 31, 1995 and 1994,
respectively.
Note 4 - Property and equipment
Property and equipment at August 31 1995 and 1994 is summarized as
follows:
1995 1994
---------- ----------
Cable distribution systems $ - $1,613,760
Cable support equipment - 107,984
Manufacturing equipment - 73,297
Equipment, furniture and fixtures 33,242 33,412
---------- ----------
33,242 1,828,453
Less:
Accumulated depreciation (23,908) (530,389)
Allowance for impairment
of cable systems - (600,000)
Allowance for loss on disposal
of golf product operations - (39,000)
Allowance for impairment of office
equipment (8,900) -
---------- ----------
Net property and equipment $ 434 $ 659,064
========== ==========<PAGE>
<PAGE> 26
CHARTWELL CABLE FUND, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
Note 4 - Property and equipment (continued)
Assets recorded under capital leases and included in cable systems
and cable support equipment amounted to none and $53,531 at August
31, 1995 and 1994, respectively, and related accumulated
depreciation amounted to none and $20,442, respectively.
Manufacturing equipment consisted primarily of molds for the golf
product.
All of the above property, including equipment under capital
leases, except furniture and fixtures of $33,412 with accumulated
depreciation of $17,556 at August 31, 1994, is included in net
assets of discontinued businesses on the accompanying balance sheet
at August 31, 1994.
Note 5 - Lease obligations and commitments
The Company leased, and purchased under lease contracts, various
cable support equipment from outside parties for use at the
Company's apartment complex cable system. The terms of the lease
contracts were from 48 to 60 months and provided for equal monthly
payments throughout the terms of the leases. The interest rates
varied from 7.5% to 9.0% per annum, and in certain cases, the
Company had the option to purchase the asset at the end of the
lease at its then fair market value. The leased equipment and
related payment obligations were sold to the buyer of the apartment
complex cable system in March 1994.
The president of the Company purchased three trucks for $51,809 and
leased them to the Company for $691 per month plus a down payment
of $16,000 on the leases in the form of a note payable (included at
Note 6). The trucks were used primarily in the Company's Weld and
Larimer County cable operations. Terms of the lease contracts were
from 60 to 72 months, provided for equal monthly payments, bore
interest rates at 9% and granted the Company the right to purchase
the trucks for $750 each. The lease payments and terms equaled the
monthly payments that the president had to make to the loan company
on amounts he borrowed personally to purchase the trucks. In
addition, in October 1992, the Company entered into a capital lease
agreement with the president for head-end equipment valued at
$24,500 at the Weld and Larimer cable systems. Terms of the lease
was for 60 months at a rate of $649 per month. As of August 31,
1995 and 1994, the Company owed the Company president none and
$24,989 in the form of capital lease obligations, respectively.
All of the above leases were terminated without penalty and paid
off with the sale of the Weld and Larimer cable systems in December
1994. As a result, there are no future lease payments beyond
December 1994.<PAGE>
<PAGE> 27
CHARTWELL CABLE FUND, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
Note 5 - Lease obligations and commitments (continued)
The Company had entered into an operating lease for the land where
Weld and Larimer head-end equipment is located. Minimum future
rental payments were $1,800 per year through the year 2020. The
buyer of the cable systems has assumed this lease.
Note 6 - Notes payable, related party
The Company owed the following notes payable to related parties:
1995 1994
-------- ---------
Notes payable:
10% interest and principal due in
full on demand to a director of
the Company $ - $ 50,000
17% interest and principal due in full
on demand to the Company's president - 113,750
10% interest and principal due in full
on demand to the wife of the Company's
president - 5,000
-------- ---------
$ - $168,750
======== =========
Long-term debt:
10.5% monthly interest and principal
payments, principal due in full on
October 7, 1994 to the Company's
president (Note 11) $ - $ 89,685
Less current portion - (89,685)
-------- ---------
Long-term portion of note payable $ - $ -
======== =========
Total notes and debt, related parties $ - $258,435
======== =========
Accrued interest payable to
related parties $ - $ 53,708
======== =========
All of the notes and long-term debt payable were secured by the
cable system and equipment related to discontinued businesses. All
were repaid in January and February 1995. During fiscal 1994, the
Company's president loaned the Company an additional $50,000 which
was repaid plus interest prior to August 31, 1994.<PAGE>
<PAGE> 28
CHARTWELL CABLE FUND, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
Note 7 - Stockholders' equity
The Company's Articles of Incorporation authorize the issuance
of 10,000 shares of preferred stock with $.10 par value. The
preferred stock may be issued from time to time with such
designation, rights, preferences and limitations as the Board of
Directors may determine by resolution. As of August 31, 1995, no
shares of preferred stock have been issued.
Note 8 - Related party transactions
Chartwell Capital Corporation ("Chartwell Capital") owned
approximately 87% of the outstanding common stock of the Company at
August 31, 1995 and 1994. The president of the Company owned
approximately 53% of the outstanding common stock of Chartwell
Capital at August 31, 1995 and 1994.
The Company rented office space from the Company's president at
$850 per month on a month-to-month basis through January 1995.
For the years ended August 31, 1995 and 1994, the Company has
recorded $61,953 and $60,000, respectively, in management fees to
Chartwell Capital for increased management services provided to the
Company. At August 31, 1995, $30,000 remained payable to Chartwell
Capital.
For the years ended August 31, 1995 and 1994, the president's
wife has provided administrative services to the Company and was paid
$22,800 and $24,000 for each year.
For services rendered in connection with the sale of its cable
systems, the Company had agreed to compensate Chartwell Capital 5% of
the gross proceeds. As a result, $48,450 was paid in February 1995,
including $11,400 recorded as a payable at August 31, 1994 for the
sale of the apartment cable system in March 1994.
As further discussed in Notes 5 and 6, the Company's president
has loaned the Company various amounts and has also purchased
equipment and leased it to the Company.<PAGE>
<PAGE> 29
CHARTWELL CABLE FUND, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
Note 9 - Income taxes
The Company files consolidated federal and state income tax
returns. The Company has incurred cumulative net operating losses
since inception and, as a result, no provision for income taxes is
necessary for the years ended August 31, 1995 and 1994 and no
deferred taxes have been recorded for any period because of the net
operating losses incurred in these periods.
The Company adopted Statement of Financial Accounting Standards
No. 109, "Accounting for Income Taxes", on September 1, 1993. There
was no material cumulative effect of this change in accounting for
income taxes as of September 1, 1993.
The net deferred tax asset at August 31, 1995 and 1994 was as
follows:
1995 1994
----------- -----------
Net operating loss benefit
carry-forward $ 572,322 $ 449,816
Valuation allowance for deferred
tax assets (572,322) (449,816)
----------- -----------
Net deferred tax asset $ - $ -
=========== ===========
Deferred income taxes are recorded to reflect the tax
consequences on future years of differences between the tax basis of
assets and labilities and their financial reporting amounts at each
year end. Deferred income tax assets are recorded to reflect the tax
consequences on future years of income tax carry-forward benefits,
reduced by benefit amounts not expected to be realized by the
Company.
At August 31, 1995 and 1994, the Company had approximately
$1,525,000 and $1,563,000 of net operating loss carry-forwards for
tax purposes available to offset future taxable income which, if not
utilized to reduce taxable income in future periods, expire in the
years 2007 to 2010. As of August 31, 1995 and 1994, the Company had
a net operating loss carry-forward for financial statement purposes
of $1,525,000 and $1,325,000. In prior years, the difference between
the net operating loss carry-forward for income tax purposes and for
financial statement purposes arises from the differences between book
and tax depreciation and the prior write-down of cable system assets
of $600,000.<PAGE>
<PAGE> 30
CHARTWELL CABLE FUND, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
Note 10 - Segment reporting
The Company has operated in two industries: (1) cable
television operations and (2) manufacture and sale of a golf practice
product. Both of these segments were sold during the year ended
August 31, 1995 and are presented as discontinued operations.
1995 1994
--------- ---------
Identifiable assets:
Cable $ - $ 630,620
Golf product - 109,156
Corporate 200,233 33,677
--------- ---------
Total $ 200,233 $ 773,453
========= =========
Depreciation and amortization:
Cable $ 40,094 $ 129,764
Golf product 6,027 11,155
Corporate 6,352 6,326
--------- ---------
Total $ 52,473 $ 147,245
========= =========
Revenue:
Cable $ 92,683 $ 390,205
Golf product 14,102 37,708
Interest 6,691 -
--------- ---------
Total $ 113,476 $ 427,913
========= =========
Net income (loss):
Cable $ (32,749) $ (4,310)
Golf product (2,200) (215,333)
Corporate (167,436) (94,053)
--------- ---------
Total $(132,487) $(313,696)
========= =========
Capital Expenditures:
Cable $ - $ 7,030
Golf product - 44,047
Corporate 170 419
--------- ---------
Total $ 170 $ 51,496
========= =========<PAGE>
<PAGE> 31
CHARTWELL CABLE FUND, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
Note 11 - Subsequent events
In February 1995, the Company's management determined that it
may divest its two subsidiaries, Chartwell Cable of Colorado, Inc.
and Chartwell Products, Inc., by selling them to its majority
shareholder, Chartwell Capital Corporation.<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant has caused this report to be signed on its behalf by the undersigned
thereunto duly authorized, in Denver, Colorado on the 5th day of April, 1996.
CHARTWELL CABLE FUND, INC.
By: A. CLINTON OBER
----------------------------
A. Clinton Ober, President
In accordance with the Exchange Act, this report has been signed by the
following persons on behalf of the Registrant in the capacities and on the
dates indicated.
Signature Title Date
A. CLINTON OBER President, Chief April 5, 1996
- ----------------------- Executive Officer,
A. Clinton Ober and Director
DANIEL G. BULLER Vice-President April 5, 1996
- ----------------------- Secretary and Treasurer
Daniel G. Buller
CHARLES A. DOWNING Director April 5, 1996
- -----------------------
Charles A. Downing
PETER C. TENEYCK Director April 5, 1996
- -----------------------
Peter C. TenEyck
Supplemental information to be Furnished With Reports Filed Pursuant to Section
15(d) of the Exchange Act By Non-Reporting Issuers:
No annual report or proxy material covering the registrant's last fiscal year
has been sent to security holders. If such annual report or proxy material is
to be furnished to security holders, the registrant shall furnish copies of
such material to the Commission when it is sent to security holders.<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> AUG-31-1995
<PERIOD-END> AUG-31-1995
<CASH> 169776
<SECURITIES> 0
<RECEIVABLES> 30023
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 199799
<PP&E> 434
<DEPRECIATION> 0
<TOTAL-ASSETS> 200233
<CURRENT-LIABILITIES> 30555
<BONDS> 36721
<COMMON> 86566
0
0
<OTHER-SE> 46391
<TOTAL-LIABILITY-AND-EQUITY> 200233
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> (169798)
<OTHER-EXPENSES> 8033
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (5671)
<INCOME-PRETAX> (167436)
<INCOME-TAX> 0
<INCOME-CONTINUING> (167436)
<DISCONTINUED> 34949
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (132487)
<EPS-PRIMARY> (.15)
<EPS-DILUTED> (.15)
</TABLE>
