United States Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1998
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 0-25764
OneLink Communications, Inc.
(Exact name of small business issuer as specified in its charter)
Minnesota 41-1675041
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
10340 Viking Drive, Suite 150
Eden Prairie, MN 55344
(Address of principal executive offices)
612-996-9000
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required 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 []
APPLICABLE TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 4,995,607 shares outstanding
as of 11/9/98, par value $.01 per share.
Transitional Small Business Disclosure Format (check one); YES [ ] NO [X]
<PAGE>
OneLink Communications, Inc.
Form 10-QSB
Quarter Ended September 30, 1998
Table of Contents
Page No.
PART I Financial Information 3
Item 1. Consolidated Financial Statements (Unaudited)
Balance Sheets at December 31, 1997 and
September 30, 1998 3
Statements of Operations for the three and nine months
ended September 30, 1998 and 1997 4
Statements of Cash Flows for the nine months
ended September 30, 1998 and 1997 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
PART II Other Information 12
Item 6 Exhibits and Reports on Form 8-K 12
SIGNATURES 13
Exhibit Index 14
<PAGE>
Part 1 - Financial Information
Item 1. Consolidated Financial Statements
OneLink Communications, Inc.
Consolidated Balance Sheets
<TABLE>
<CAPTION>
September
30,
1998 December 31,
(unaudited) 1997
---------------------------------
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $449,639 $1,074,556
Trade accounts receivable, net of allowance for
doubtful accounts of $38,704 in 1998 and $53,023 in 1997 295,004 113,089
Minimum lease payments receivable 0 17,100
Inventory, net of reserve for
obsolescence of $0 in 1998 and $12,000 in 1997 4,880 4,032
Prepaid expenses 52,833 52,794
------------ --------------
Total current assets 802,356 1,261,571
Property and equipment:
Furniture and equipment 598,633 785,696
Equipment leased to others 22,716 273,608
------------ --------------
621,349 1,059,304
Accumulated depreciation (338,967) (508,975)
------------ --------------
282,382 550,329
Other assets:
Deposits 22,040 45,885
------------ --------------
22,040 45,885
------------ --------------
Total Assets $1,106,778 $1,857,785
============ ==============
Liabilities and shareholders' equity
Current liabilities:
Accounts payable $59,000 $74,125
Current maturities of long-term debt 8,508 33,773
Customer deposits 450 100,000
Deferred revenue 68,950 44,036
Other accrued liabilities 490,237 343,366
------------ --------------
Total current liabilities 627,145 595,300
Long-term debt, net of current maturities 1,474 5,735
Shareholders' equity:
Common stock, par value $.01 per share, Authorized shares--
50,000,000; Issued and outstanding shares: 1998
and 1997--4,995,607 and 4,991,696, respectively 49,956 49,917
Additional paid-in capital 8,467,086 8,467,125
Accumulated deficit (8,038,883) (7,260,292)
------------ --------------
Total shareholders' equity 478,159 1,256,750
------------ --------------
Total liabilities and shareholders' equity $1,106,778 $1,857,785
============ ==============
See accompanying notes.
</TABLE>
<PAGE>
OneLink Communications, Inc.
Consolidated Statements of Operations
(unaudited)
<TABLE>
<CAPTION>
Three months ended September 30, Nine months ended September 30,
1998 1997 1998 1997
--------------------------------------------------------
<S> <C> <C> <C> <C>
Revenues $632,146 $320,428 $1,910,691 $1,236,530
Cost of revenues 369,906 143,299 1,165,342 709,766
--------------------------------------------------------
Gross profit 262,240 177,129 745,349 526,763
Operating expenses:
Selling 106,830 57,028 340,456 344,831
General and administrative 350,828 441,638 1,177,533 1,258,741
Research and development 17,638 64,701 17,638 173,353
Goodwill amortization and 0 527,395 0 592,542
write-down
--------------------------------------------------------
Total operating expenses 475,296 1,090,762 1,535,627 2,369,467
--------------------------------------------------------
Operating loss (213,056) (913,633) (790,278) (1,842,704)
Interest income 6,738 4,892 24,161 13,623
Interest expense (445) (10,651) (2,041) (21,628)
Other income/(expense) 18,299 174 (10,433) (2,284)
--------------------------------------------------------
Net loss $ (188,464) $(919,218) $(778,591) $(1,852,993)
========================================================
Net loss per share (Basic and Diluted) $ (0.04) $(0.28) $(0.16) $(0.60)
Weighted average number of shares outstanding (Basic and 4,995,607 3,292,783 4,993,600 3,070,221
Diluted)
</TABLE>
<PAGE>
OneLink Communications, Inc.
Consolidated Statements of Cash Flows
(unaudited)
<TABLE>
<CAPTION>
Nine months ended September 30,
1998 1997
--------------- ---------------
<S> <C> <C>
Operating Activities:
Net Loss $ (778,591) $(1,852,993)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation 182,356 217,847
Amortization and write-down of
goodwill 592,542
Write-off of accounts payable -- (108,662)
Net (gain)/loss on sale of
property and Equipment (28,227) 12,221
Changes in operating assets and liabilities:
Accounts receivable (181,915) (77,528)
Minimum lease pmts receivable 17,100 25,650
Inventory (848) 17,773
Prepaid expenses and deposits (39) (34,263)
Accounts payable and accrued expenses 131,746 16,233
Customer Deposits (99,550) 402,825
Deferred revenue 24,914 29,364
--------------- ---------------
Net cash used in operating activities (733,054) (758,991)
Investing Activities:
Proceeds from sale of property and equipment 198,217 35,500
Purchases of property and equipment (60,554) (258,456)
--------------- ---------------
Net cash (used) provided in investing activities 137,663 (222,956)
Financing activities:
Proceeds from short-term financing -- 1,904,500
Proceeds from issuance of stock options 2,500 --
Payments on contingent notes payable (2,500) --
Payments on short-term and long-term notes payable (29,526) (73,276)
--------------- ---------------
Net cash (used) provided by financing activities (29,526) 1,831,224
--------------- ---------------
Increase/(Decrease) in cash and cash (624,917) 849,277
equivalents
Cash and cash equivalents at beginning of period 1,074,556 709,253
--------------- ---------------
Cash and cash equivalents at end of period $449,639 $1,558,530
=============== ===============
See accompanying notes.
</TABLE>
<PAGE>
OneLink Communications, Inc.
Notes to Consolidated Financial Statements
September 30, 1998
(Unaudited)
Note. 1. Summary of Significant Accounting Policies.
Interim Financial Information
The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information.
Accordingly, certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been omitted pursuant to such principles. Operating results for
the nine months ended September 30, 1998 are not necessarily indicative of the
results that may be expected for the year ending December 31, 1998. The
accompanying financial statements and related notes should be read in
conjunction with the audited financial statements of OneLink Communications,
Inc. (the "Company"), and notes thereto, for the fiscal year ended December 31,
1997, included in the Company's Form 10-KSB for the year ended December 31, 1997
and the Company's 1997 Annual Report to Shareholders.
The financial information furnished reflects, in the opinion of management, all
adjustments, consisting of normal recurring accruals, necessary for a fair
presentation of the results of the interim periods presented.
Reclassifications
Certain prior year items have been reclassified to conform with the 1998
presentation.
New Accounting Pronouncements
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130, "Reporting Comprehensive Income" ("SFAS
130"). SFAS 130 establishes standards for the reporting of comprehensive income
and its components in a full set of general-purpose financial statements. The
Company adopted SFAS 130 in fiscal 1998. Such adoption had no material effect on
the consolidated financial statements.
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 131, "Disclosures About Segments of An
Enterprise and Related Information" ("SFAS 131"). SFAS 131 revises information
regarding the reporting of operating segments. It also establishes standards for
related disclosures about products and services, geographic areas and major
customers. The Company will adopt SFAS 131 for annual 1998 financial reporting
and has not yet evaluated the impact of such adoption on the notes to its annual
consolidated financial statements.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The accompanying management's discussion and analysis of the Company's financial
condition and results of operations should be read in conjunction with
Management's Discussion and Analysis of Financial Condition and Results of
Operations and the audited financial statements of the Company, and notes
thereto, for the fiscal year ended December 31, 1997, included in the Company's
Form 10-KSB for the year ended December 31, 1997 and the Company's 1997 Annual
Report to Shareholders.
Results of Operations
The following table sets forth certain Statement of Operations data as a
percentage of revenues.
<TABLE>
<CAPTION>
Nine Nine
Third Third Months Months
Quarter Quarter Ended Ended
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues 100.0% 100.0% 100.0% 100.0%
Cost of revenues 58.5 44.7 61.0 57.4
Gross profit 41.5 55.3 39.0 42.6
Operating expense:
Selling 16.9 17.8 17.8 27.9
General & administrative 55.5 137.8 61.6 101.8
Research & development 2.8 20.2 0.9 14.0
Goodwill amortization 0.0 164.6 0.0 47.9
Total other income (expense) 3.9 (1.7) 0.6 (0.8)
Net loss (29.8)% (286.9)% (40.7)% (149.9)%
</TABLE>
Revenues
The Company's revenues for the three month period ending September 30, 1998 were
$632,146, an increase of $311,718 or 97% compared to $320,428 in revenues for
the three month period ending September 30, 1997. The Company's revenues for the
nine month period ending September 30, 1998 were $1,910,691, an increase of
$674,161 or 55% from the same period in 1997. The increase in revenue is
primarily attributable to the Company's new line of business, TeleSmart(TM) Data
Services. In the third quarter of 1998, the Company recognized approximately
$306,000 in revenues from its TeleSmart(TM) business line. Mapping revenues for
the three month period ending September 30, 1998 increased approximately $32,000
from the same period in 1997. These revenues were offset by a decrease of
$23,000 in sales revenues from interactive voice response ("IVR"). The decrease
in IVR revenue is consistent with the Company's plans to exit the IVR business,
by the end of 1998.
Cost of Revenues
The Company's cost of revenues for the three month period ending September 30,
1998 was $369,906, an increase of $226,607 or 158% compared to $143,299 for the
three month period ending September 30, 1997. For the nine month period ending
September 30, 1998, the Company's cost of revenues was $1,165,342, an increase
of $455,576 or 64% compared to $709,766 for the nine month period ending
September 30, 1997. The increase in cost of sales for the third quarter is
<PAGE>
primarily attributable to costs associated with the Company's new line of
business, TeleSmart(TM) Data Services. In the third quarter of 1998, the Company
recognized approximately $247,000 in costs from its TeleSmart(TM) business line.
These costs were offset by decreases of approximately $10,000 in mapping costs
and $8,000 in IVR cost of sales for the three month period ending September 30,
1998 compared to the same period in 1997.
The Company's gross profit margin for the three month period ending September
30, 1998 was 42%, a decrease from 55% for the same period in 1997. For the nine
month period ending September 30, 1998, the Company's gross profit margin
decreased to 39% from 43% for the same period in 1997. The decrease in gross
profit margin is primarily attributable to the Company's start-up phase of the
TeleSmart(TM) business in 1998. In addition, the gross profit margin for the
third quarter of 1997 was significantly higher due to the Company's recognition
of nonrecurring revenue from different market opportunities that the Company was
exploring and subsequently elected not to enter or continue.
Selling
The Company's selling expenses for the three month period ending September 30,
1998 were $106,830, an increase of $49,802 or 87% compared to $57,028 in selling
expenses for the three month period ending September 30, 1997. For the nine
month period ending September 30, 1998, the Company's selling expenses were
$340,456, a decrease of $4,375 or 1% compared to $344,831 in selling expenses
for the same period ending September 30, 1997. The increase in selling expenses
for the three month period ending September 30, 1998 is primarily attributable
to increased costs for personnel and travel compared to such costs for the same
period in 1997.
General and Administrative
The Company's general and administrative expenses for the three month period
ending September 30, 1998 were $350,828, a decrease of $90,810 or 21% compared
to $441,638 in general and administrative expenses for the three month period
ending September 30, 1997. For the nine month period ending September 30, 1998,
the Company's general and administrative expenses were $1,177,533, a decrease of
$81,208 or 6% compared to $1,258,741 in such expenses for the same period ending
September 30, 1997. The decrease in the Company's general and administrative
expenses is primarily attributable to a reduction in professional fees of
approximately $60,000, a reduction of expenses related to the discontinued
access card business of approximately $16,000 and a reduction in depreciation
expense of approximately $12,000.
Research and Development
The Company's research and development expenses for the three month period
ending September 30, 1998 were $17,638, a decrease of $47,063 or 73% compared to
$64,701 in research and development expenses for the three month period ending
September 30, 1997. For the nine month period ending September 30, 1998, the
Company's research and development expenses were $17,638, a decrease of $155,715
or 90% compared to $173,353 in such expense for the same period ending September
30, 1997. In the first six months of fiscal year 1998, the Company was not
required to make research and development investments. Under the Company's
revised business model, development projects and product enhancements are
generally paid for by the customer requesting the development or enhancement.
<PAGE>
Goodwill
The Company had no goodwill amortization for the three month period ending
September 30, 1998 compared to $527,395 in goodwill amortization for the three
month period ending September 30, 1997. For the nine month period ending
September 30, 1998, the Company had no goodwill amortization compared to
$592,542 in amortization for the same period ending September 30, 1997. In 1997,
the Company amortized goodwill related to the Company's acquisition of its
access card business, Provident Worldwide Communications ("Provident"). In
September 1997, the remaining goodwill related to Provident was written-off. The
Company determined the asset of goodwill related to Provident to be impaired
because of losses related to Provident's access card business and the inability
of Provident to generate future operating income without a substantial sales
volume increase.
Other Income and Expense
The Company's interest income for the three month period ending September 30,
1998 was $6,738, an increase of $1,846 or 38% compared to $4,892 in interest
income for the three month period ending September 30, 1997. For the nine month
period ending September 30, 1998, the Company's interest income increased to
$24,161 compared to $13,623 for the same period ending September 30, 1997. The
increase is attributable to an increase in cash and cash equivalents held by the
Company during the three and nine month periods ending September 30, 1998. The
increase in cash and cash equivalents is attributable to the Company receiving
proceeds of $2,000,000 in a private placement of stock that was completed in
September of 1997 (the "Private Placement").
The Company's interest expense for the three month period ending September 30,
1998 was $445, a decrease of $10,206 or 96% compared to $10,651 in interest
expense for the three month period ending September 30, 1997. For the nine month
period ending September 30, 1998, the Company's interest expense decreased to
$2,041 from $21,628 for the same period ending September 30, 1997. The decrease
resulted from interest on deferred compensation that was paid to the former CEO
and a reduction in bridge loans that were outstanding in 1997. The Company had
two bridge loans totaling $350,000 outstanding until September of 1997. These
loans were converted into stock in the Private Placement.
The Company had other income of $18,299 for the three month period ending
September 30, 1998 compared to $174 for the three month period ending September
30, 1997. For the nine month period ending September 30, 1998, the Company had
other expenses of $10,433 compared to $2,284 in other expenses for the same
period ending September 30, 1997. The increase in income for the three month
period ending September 30, 1998 is related to a gain from the sale of IVR
assets. For the nine month period ending September 30, 1998, the gain on the
sale of IVR assets was offset by the settlement of a lawsuit in the first
quarter and miscellaneous tax liabilities.
<PAGE>
Net Loss
The Company incurred a net loss for the three month period ending September 30,
1998 of $188,464 compared to a net loss of $919,218 for the three month period
ending September 30, 1997, a decrease in net losses of $730,754 or 79%. For the
nine month period ending September 30, 1998, the Company's net losses were
$778,591, a decrease of $1,074,402 or 58% compared to a net loss of $1,852,993
for the same period ending September 30, 1997. Excluding the onetime write-down
of $510,696 related to access card business from the 1997 comparative numbers,
the net loss for the three month and nine month periods ending September 30,
1998 would have decreased $220,058 or 54% and $563,706 or 42%, respectively. The
decline in the Company's net losses is attributable to increased revenues from
the Company's TeleSmart(TM) Data Services products and management's decision to
streamline the Company's operations, resulting in declining operating expenses.
Year 2000 Update
The Company has instituted a Year 2000 project to address the issue of computer
programs and embedded computer chips being unable to distinguish between the
year 1900 and the year 2000. In the fourth quarter of 1997, the Company
conducted a review of its systems and operations to identify the impact of the
Year 2000 issue. The review concluded that the software created by the Company
and the Company's internal operations will not require Year 2000 modifications.
The total cost associated with testing and modifications to become Year 2000
compliant is not expected to be material to the Company's financial position.
The Company's key customers are the Regional Bell Operating Companies and
Independent Telephone Operating Companies. The Company's Year 2000 readiness
also depends upon Year 2000 compliance of the Company's key customers and
suppliers. The failure on the part of the Company's key customers or suppliers
to correct a material Year 2000 problem could result in an interruption in, or a
failure of, certain normal business activities or operations. Such failures
could materially and adversely affect the Company's results of operations,
liquidity and financial condition. Due to the general uncertainty inherent in
the Year 2000 problem, resulting in part from the uncertainty of the Year 2000
readiness of third-party suppliers and customers, the Company is unable to
determine at this time whether the consequences of Year 2000 failures will have
a material impact on the Company's results of operations, liquidity or financial
condition.
Under the "worst case scenarios" the Year 2000 problem may cause interruptions
in telephone services provided by the Company's customers. Interruptions in
telephone services and the information behind the services could have a material
adverse effect on the Company's business. However, the occurrence and duration
of such interruptions is beyond the Company's control such that no effective
contingency plan is available. The Company will endeavor to have sufficient cash
reserves to meet its expenses if a short-term interruption in telephone services
occurs, but there can be no assurance such reserves will be available, or will
be sufficient.
Liquidity and Capital Resources
The Company had cash of $449,639 and working capital of $175,210 as of September
30, 1998. Cash used in operating activities during the three month and nine
month periods ending September 30, 1998 was $86,376 and $733,051, respectively.
Management believes working capital will be sufficient to support the Company's
operating capital needs for the remainder of fiscal year 1998, assuming the
Company is able to generate sufficient revenues and control expenses during the
remainder of the fiscal year.
<PAGE>
The Company reviewed its strategy and various lines of business during fiscal
year 1997 to determine the best course of action to stem ongoing losses and
generate increased revenues in fiscal year 1998. As a result of the review, the
Company exited the access card business that could not contribute a profitable
cash flow and is in the process of exiting the IVR business to focus on
providing its enhanced management reporting services to the telecommunication
industry through its TeleSmart(TM) Data Services. This service combines raw
telecommunications data with geographic information service technology to
produce enhanced caller reporting for business analysis and marketing purposes.
Management believes it is the first to market this type of enhanced service and
is focusing the Company's efforts on capitalizing on this opportunity.
In November 1997, the Company signed a multi-year agreement with U S WEST to
provide enhanced management reports to U S WEST's customers through the
Company's TeleSmart(TM) Services. U S WEST launched TeleSmart(TM) Services in
July 1998 to its customers. In September 1998, the Company signed a multi-year
agreement with Cincinnati Bell Telephone Company ("CBT") for the TeleSmart(TM)
Services. The Company is aggressively marketing its TeleSmart(TM) Services to
other Regional Bell Operating Companies, Independent Telephone Operating
Companies, Competitive Local Exchange Carriers, InterExchange Carriers and the
Teleservices Industry.
Management believes the Company can meet its working capital requirements in
fiscal year 1998 based upon: (i) generating sales that approximate the Company's
fiscal 1997 sales; and (ii) avoiding any significant increase in expenses.
However, an unsuccessful product launch by both U S WEST and CBT or insufficient
sales volumes in the Company's TeleSmart(TM) Data Services could have a material
effect on the Company's working capital projections and ability to continue its
business.
While the Company believes it can increase its revenues and improve its cash
flow, there are no assurances that it will be successful in doing so. Management
expects the Company will need to raise additional financing in the first half of
1999 to fund the Company's revenue growth and business expansion. The Company
has the option to redeem two million warrants that were sold in the Private
Placement at $1.50 per share. Exercise of the Company option could provide
additional capital of up to $3,000,000 to the Company. The Company may also
consider issuing additional shares of stock at a price that would likely result
in dilution of existing shareholders. Should the Company seek additional capital
through its redemption option, through a stock sale or through debt financing,
there is no assurance that warrant holders would exercise their warrants,
additional shares of the Company's stock can be sold, or that additional capital
will be available to the Company on acceptable terms, if at all.
Forward Looking Statements
This Form 10-QSB contains certain forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934. All statements included in this document that
address activities, events or developments that OneLink expects, believes or
<PAGE>
anticipates will or may occur in the future, including such things as future
capital expenditures (including the amount and nature thereof), business
strategy and measures to implement strategy, expansion and other such matters
are forward-looking statements. Actual events may differ materially from those
anticipated in the forward-looking statements. Important factors that may cause
such a difference include general economic conditions, changes in interest
rates, increased competition in the Company's market area, acceptance by
telecommunications customers and increased regulation of the telecommunications
industry.
<PAGE>
PART II Other Information
Items 1. through 3. Not Applicable
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of the stockholders of the Company was held on May 22, 1998.
Ronald E. Eibensteiner, Paul F. Lidsky, Vin Weber, John F. Stapleton and Thomas
M. Kieffer were elected directors of the Company to serve until the next annual
meeting of stockholders and until their successors have been duly elected and
qualified. 4,652,394 shares were voted in favor of the election of each nominee
and 7,794 shares withheld authority to vote for each nominee.
The stockholders approved the appointment of Ernst and Young LLP as independent
public accountants for the current fiscal year by a vote of 4,650,088 shares in
favor, with 16,100 shares against, no shares abstaining, and no shares
represented by broker nonvotes.
Item 5. Other Information
On May 21, 1998, the Securities and Exchange Commission adopted an amendment to
Rule 14a-4, as promulgated under the Securities and Exchange Act of 1934. The
amendment to 14a-4(c) (1) governs the Company's use of its discretionary proxy
voting authority to vote on a shareholder proposal which the shareholder has not
sought to include in the Company's proxy statement. The new amendment provides
that if a proponent of a proposal fails to notify the Company at least 45 days
prior to the month and day of mailing of the prior year's proxy statement, then
the management proxies will be allowed to use their discretionary voting
authority when the proposal is raised at the meeting, without any discussion of
the matter in the proxy statement.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
10.16 Agreement dated September 30, 1998 between Cincinnati Bell
Telephone Company and OneLink Communications, Inc. [Confidential
treatment has been requested for portions of this Agreement]
11. Computation of Earnings Per Common Share
27. Financial Data Schedule
(b) Reports on Form 8-K
The Company filed a report on Form 8-K on July 31, 1998. Such Form
reported the change in the Company's independent auditors to Lund Koehler
Cox & Arkema LLP.
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
ONELINK COMMUNICATIONS, INC.
(Registrant)
Date: November 13, 1998 BY: /s/ Paul F. Lidsky
President and Chief Executive Officer
BY: /s/ Michael J. Ryan
Chief Financial Officer
<PAGE>
Exhibit Index
OneLink Communications, Inc.
Form 10-QSB
Exhibit Number Description
10.16 Agreement dated September 30, 1998 between Cincinnati Bell
Telephone Company and OneLink Communications, Inc. *
11 Computation of Earnings Per Common Share
27 Financial Data Schedule (filed only in electronic format)
- -------------------------------------
* Portions of this exhibit have been omitted pursuant
to a request for confidential treatment.
CINCINNATI BELL TELEPHONE
CONTRACT NO. CBT-1228
This Agreement is made by and between CINCINNATI BELL TELEPHONE COMPANY, an Ohio
corporation having its principal place of business at 201 East Fourth Street,
Cincinnati, Ohio 45202 ("CBT"), and ONELINK Communications, Inc., 10340 Viking
Drive, Eden Prairie, Minnesota 55344 ("OneLink"). (CBT and OneLink shall
hereafter be referred to as the Parties.)
1. TERM
Unless otherwise renewed or terminated in accordance with the provisions,
herein, the term of this Agreement (the "Term") shall begin on September 30,
1998, and shall continue [***]* (the "Initial Term"); and [***]* , or the
Agreement is terminated pursuant to the provisions of Section 12 hereof.
2. RESPONSIBILITIES OF THE PARTIES
2.1. For the Term of this Agreement, OneLink shall provide CBT
TeleSmartTM Data Services, and Support Services as detailed in
the Functional Requirements Specification Document attached
hereto as Attachment C (the "FRS") or as otherwise mutually
agreed to between the parties. Any additional services outside
the scope of the FRS shall be mutually agreed to between the
parties as to scope and price.
2.2. The parties shall cooperate to provide each other with
technical support and data exchange as required for each party
to fulfill its obligations hereunder.
2.3. Subject to legal and regulatory restrictions, if any, CBT
agrees to provide to OneLink the following information:
- Call Data at a frequency and level of completeness and
accuracy to be mutually agreed upon by the parties.
- Subscriber information at a frequency, format, level of
completeness and accuracy to be mutually agreed upon by
the parties.
- -------------------------------------
* Portions of this document indicated by [***] have been
omitted and filed separately with the Commission.
<PAGE>
- TeleSmart Reporting Service information including pricing,
marketing and advertising, market research and analysis,
product testing plans, timing and roll-out plans and
promotional efforts.
3. PRICES
The initial prices for the Products are set forth in Attachment A (Processing
Fee Schedule) and are subject to change only in accordance with this section
(Prices). OneLink represents [***]* . [***]* , the Parties shall agree in good
faith to any adjustments to the prices set forth in Attachment A.[***]* .
4. DEVELOPMENT COSTS
Except as otherwise agreed in writing, each Party shall be solely responsible
for and shall bear all its own respective costs and expenses in connection with
this Agreement, including without limitation, expenses of development, design,
modeling, optimization, documentation, accountants, advisors, legal expenses, or
research.
5. BILLING/PAYMENTS/TAXES
5.1. CBT shall bear all responsibility for billing of the Customers
who have ordered through CBT. CBT shall bear the full credit
and collection risk associated with such billing.
5.2. CBT will assess, collect and pay all applicable sales or use
taxes on services and personal property furnished in
accordance with this Agreement.
5.3. Once a month, OneLink shall invoice CBT for the preceding
month's Services based upon Attachment A - Processing Fee
Schedule. Should CBT and OneLink agree to process customers in
multiple cycles, OneLink will bill CBT after each cycle.
5.4. OneLink shall invoice CBT on a periodic basis. CBT shall pay
OneLink within thirty (30) days after the date of each invoice
with respect to the amount billed on such invoice.
6. [***]
- -------------------------------------
* Portions of this document indicated by [***] have been
omitted and filed separately with the Commission.
<PAGE>
[***]*
7. WARRANTY
7.1. OneLink warrants that the TeleSmart Data Services will be able
to continue in a timely manner and without interruption due to
the change in the date to the year 2000 so long as the data
and other information supplied by CBT to OneLink likewise is
provided in a timely manner and without interruption due to
change in the date to the year 2000.
7.2. OneLink will use its reasonable best efforts to execute its
obligations under this Agreement (including, without
limitation, under the FRS) in a timely manner and in
accordance with the standards in the telecommunications
industry.
8. CONFIDENTIALITY
8.1. To the extent that either Party to this Agreement has been or
hereafter is given access under this Agreement or may be
given access under the terms hereof (whether orally, in
writing, or by visual inspection) to any information which is
either non-public, confidential or proprietary in nature,
including but not limited to Customer Propriety Network
Information or documents marked Confidential provided by CBT
to OneLink for the purposes of initiating and rendering
services contemplated by this Agreement, trade and business
secrets, know-how, technical and non-technical materials,
notes, memoranda, drawings, product samples and
specifications, financial information, employee and contractor
information, or other information which is either non-public,
confidential of proprietary in nature relating to this
agreement, the Party receiving such Proprietary Information
(the "Receiving Party"):
(i) Agrees that the Party supplying such Proprietary
Information (the "Supplying Party") owns such
Proprietary Information and that the Receiving Party
will not use such Proprietary Information: (a) for
any purpose other than the performance of its
obligations under this Agreement; or (b) for any
party other than the Supplying Party without the
Supplying Party's prior written consent; and
(ii) Agrees that it will maintain the Proprietary
Information in confidence from the date of receipt,
except for information which:
- -------------------------------------
* Portions of this document indicated by [***] have been
omitted and filed separately with the Commission.
<PAGE>
(a) the Receiving Party can demonstrate was known to
it prior to disclosure hereunder otherwise than as a
result of previous confidential disclosure by the
Supplying Party; (b) at the time of disclosure or
thereafter is in the public domain through no fault
or omission of the Supplying Party; (c) is acquired,
developed or received by the Receiving Party
independent of this Agreement and without the
assistance of the Supplying Party or the use of
Proprietary Information of the Supplying Party, as
can be evidenced by the Receiving Party's tangible
competent proof, such as written business or similar
records, provided that such information is not known
by the Receiving Party to be subject to another
confidentiality agreement with, or obligation of
secrecy to, the Supplying Party; or (d) disclosures
required by applicable law.
Upon the termination or expiration of this Agreement, each
Party shall return to the other Party any documents, logos,
products, or other materials supplied under this Agreement,
and any Proprietary Information.
8.2. CBT and OneLink hereby acknowledge that, in view of the
uniqueness of the business of CBT and OneLink, the Parties
may not have adequate remedies at law for money damages in
the event that this Section 8.1 has not been performed in
accordance with its terms by the other Party, and therefore
both Parties agree that the other shall be entitled to
specific performance of the terms of this Section 8 and such
equitable and injunctive relief as may be available to
restrain the other from the violation of the provisions of
this Section 8, in addition to any other remedy to which
either Party may be entitled, at law or in equity, for such
breach or threatened breach.
8.3. The provisions of this Section 8 shall survive the termination
or expiration of this Agreement for a period of one (1) year.
8.4. CBT [***]* CBT. Such [***]* shall be used by OneLink to
perform its obligations under this Agreement [***]*. [***]*.
8.5. Nothing in this agreement shall prohibit OneLink from
disclosing the existence of this agreement or its terms to a
third party in connection with a change in control by way of
sale of substantially all its assets, sale of stock, by merger
of otherwise.
- -------------------------------------
* Portions of this document indicated by [***] have been
omitted and filed separately with the Commission.
<PAGE>
9. OWNERSHIP OF INTELLECTUAL PROPERTY
9.1. In the course of or as a result of performance under this
Agreement, any inventions, discoveries, adaptations, ideas,
specifications, functional requirements, business and
technical information, computer or other apparatus programs,
software, copyrightable material, documentation, trade
secrets, trademarks, and other ideas or knowledge related to
TeleSmart Data Services and Call Graphics Software, whether
written or not ("Intellectual Property"), originated,
discovered, or developed as part of this Agreement shall
belong to OneLink.
9.2. Unless specified otherwise in this Agreement, all other
intellectual property which is not Intellectual Property shall
belong to the Party that originated, discovered or developed
the such intellectual property.
10. INDEPENDENT CONTRACT - RELATIONSHIP OF THE PARTIES
The relationship between the Parties is that of an independent contractor. This
Agreement is not intended to create any other relationship of any kind,
including but not limited to an employer-employee relationship, joint venture,
dealership, distributorship, franchise, partnership or any other relationship of
any similar kind between CBT and OneLink. Except as expressly provided herein,
neither Party will have the authority to enter into an agreement for the other,
nor shall be obligated by any agreements, representations or warranties made by
the other to any person, nor with respect to any other action of the other, nor
shall either Party be responsible for any damage to any person or entity or
their property caused by the other Party's action, failure to act, negligence,
or willful conduct.
11. PUBLICITY
Neither Party shall disclose the terms and conditions or rates contained herein
to any third Party without prior written consent except disclosures required by
applicable laws.
12. TERMINATION
Notwithstanding any other provisions hereof, either Party may terminate this
Agreement:
12.1. [***]* ;
12.2. By written notice to the other Party, effective immediately
upon such notice, on the happening of any one or more of the
following events:
- -------------------------------------
* Portions of this document indicated by [***] have been
omitted and filed separately with the Commission.
<PAGE>
(a) Any payment due from the other Party shall be in
arrears and unpaid for a period of forty-five (45)
days after the same shall have become due and
payable;
(b) The other Party shall be in default under any term or
condition of this Agreement and shall have failed to
cure the same within thirty (30) days after it shall
have been served with notice of default in writing;
(c) The commencement of voluntary or involuntary
proceedings under any bankruptcy, reorganization or
similar laws of any jurisdiction by or against the
other Party, or if any order shall be made or any
resolution passed for the winding up, liquidation or
dissolution of the other Party, or if a receiver be
appointed for it or its property, or if any of its
goods or properties shall be taken in execution; or
(d) If this Agreement [***]* . The exercise of any
rights under this Section 12 will be without
prejudice to any other rights the terminating Party
may have at law or in equity, under this Agreement
or otherwise. The termination of this Agreement,
standing alone, will not give rise to any rights or
claims for compensation or damages, including loss
of profits, goodwill or otherwise, by the other
party.
(e) In the event that CBT has exercised its right to
terminate this Agreement under paragraph 12 hereof,
on the date of termination CBT shall pay to OneLink,
[***]* : (i) any unpaid invoices then outstanding,
and (ii) [***]*
Without limiting the foregoing, after the effective date of termination OneLink
shall discontinue to use in any manner any trademark, trade name, slogan, label,
title or insignia now or hereafter adopted by CBT or any of its affiliates; and
(ii) shall return to CBT at CBT's expense all documents, logos, products and
other information in the possession or control of OneLink that belongs to CBT or
any of its affiliates that was supplied to OneLink by CBT during the term of
this Agreement.
13. NOTICES
All notices or other communications provided for by this Agreement shall be made
in writing and shall be deemed properly delivered (i) when delivered personally;
or (ii) by the mailing of such notice to the parties entitled thereto,
registered or certified mail, postage prepaid to the parties at their address
set forth below:
- -------------------------------------
* Portions of this document indicated by [***] have been
omitted and filed separately with the Commission.
<PAGE>
If To CBT: If To OneLink:
Cincinnati Bell Telephone OneLink Communications, Inc.
Attn: Contract Manager Attn: President
102-260 Suite 150
201 East Fourth Street 10340 Viking Drive
Cincinnati, OH 45202-2301 Eden Prairie, MN 55344
14. [***]*
[***]*
15. [***]*
16. INDEMNIFICATION
16.1. OneLink agrees to indemnify, defend and hold harmless CBT, its
affiliated companies, directors, agents, employees and
independent contractors from and against any liability,
damage, loss, costs or expense (including reasonable
attorney's fees, expert witness fees and disbursements)
resulting from third party claims made or suits brought
against CBT arising from or related in any way to OneLink's
misuse or improper disclosure of any Customer Proprietary
Network Information provided by CBT to OneLink, intentional
misconduct, gross negligence or actions outside the scope of
this Agreement which constitute a breach of this Agreement.
16.2. CBT agrees to indemnify, defend and hold harmless OneLink, its
affiliated companies, directors, agents, employees and
independent contractors from and against any liability,
damage, loss, costs or expense (including reasonable
attorney's fees, expert witness fees and disbursements)
resulting from third party claims made or suits brought
against OneLink arising from or related in any way to CBT's
intentional misconduct, gross negligence or actions outside
the scope of this Agreement and all damages and costs
(including but not limited to shipping costs) resulting from
OneLink action based on CBT transmission of incorrect shipping
information.
NOTWITHSTANDING THE FOREGOING, CBT AND ONELINK AGREE THAT IN
NO EVENT SHALL CBT OR ONELINK BE LIABLE TO ANY PARTY FOR, OR
RESPONSIBLE FOR INDEMNIFICATION OF THE OTHER PARTY TO THIS
AGREEMENT IN AN AMOUNT TO EXCEED $250,000 OR FOR SPECIAL,
- -------------------------------------
* Portions of this document indicated by [***] have been
omitted and filed separately with the Commission.
<PAGE>
INCIDENTAL, CONSEQUENTIAL, PUNITIVE, STATUTORY OR EXEMPLARY
DAMAGES FOR LOST PROFITS, REVENUE, USE OR SALES, INJURY TO
PERSON OR PROPERTY OR ANY OTHER INCIDENTAL OR CONSEQUENTIAL
LOSS, EVEN IF CBT OR ONELINK IS NOTIFIED OF THE POSSIBILITY
THAT SUCH DAMAGE MAY OCCUR. ONELINK DISCLAIMS ALL LIABILITY,
WHETHER IN CONTRACT, TORT, WARRANTY, OR OTHERWISE, TO ANY
PARTY OTHER THAN CBT EXCEPT, THAT LIABILITY SET FORTH HEREIN.
17. INFRINGEMENT
Each Party hereto warrants that the services provided for in this Agreement
shall not violate or infringe any valid trademarks, service marks, patents
and/or copyrights held by third parties and undertakes that it shall defend,
indemnify and hold harmless, the other Party, its agents, distributors,
officers, directors, employees, shareholders, successors and assigns, and each
of them, from and against any and all claims, actions and suits, whether
groundless or otherwise, and from and against any and all liabilities,
judgments, losses, damages, costs, charges, attorneys fees, and other expenses
of every nature and character by reason of such violation or infringement.
18. INSURANCE
With respect to work performed in connection with this Agreement, OneLink agrees
to maintain during the term of this Agreement, all insurance and/or bonds
required by law or this Agreement, including: (1) Worker's Compensation and
related insurance to the extent that it is prescribed by the law of the state in
which the work is performed; (2) employer's liability insurance with limits of
at least $1,000,000 for each occurrence; and (3) comprehensive general liability
insurance including contractual liability each with limits of at least
$1,000,000 for bodily injury, including death to any one person, and one million
dollars $1,000,000 on account of any one occurrence and $1,000,000 for each
occurrence of property damage.
19. CHOICE OF LAW
This Agreement shall be governed by and interpreted exclusively in accordance
with the laws of the State of Ohio, U.S.A.
20. NON SOLICITATION OF EMPLOYEES
During the Term of this Agreement, and for a period of twelve (12) months
thereafter, neither party, without the prior written permission of the other
<PAGE>
Party, CBT or its agent shall not directly or indirectly solicit full-time
employees of OneLink whose primary responsibilities are the performance of
software development and provisioning of Services under this Agreement.
Solicitation shall not include responding to inquiries by such employees or
advertisement of employment opportunities in newspapers and trade publications.
21. FORCE MAJEURE
Neither Party shall be responsible for delays or failures in performance
resulting from unforeseeable acts beyond the reasonable control of such Party
which could not have been prevented in the exercise of due care. Such acts shall
include, but not be limited to, acts of God, strikes, lockouts, riots, acts of
war, epidemics, governmental regulations, fire, communication line failures,
power failures, earthquakes or other disasters or other similar causes beyond
its control ("Force Majeure Conditions"). If any Force Majeure Condition occurs,
the Party delayed or unable to perform shall give immediate notice to the other
Party affected by the other's delay or inability to perform. The affected Party,
in the event such Force Majeure Condition causes performance to be delayed for
more than ten (10) business days may elect to: (1) terminate this Agreement; (2)
suspend this Agreement for the duration of the Force Majeure Condition; or (3)
resume performance under this Agreement once the Force Majeure Condition ceases
with option for the affected Party to extend the period of this Agreement up to
the length of time the Force Majeure Condition existed. Unless written notice is
given within thirty (30) days after the affected Party is notified of the Force
Majeure Condition, option (3) herein shall be deemed selected.
<PAGE>
22. ARBITRATION
Any dispute among the parties hereto shall be resolved in accordance with the
arbitration provisions of this Section 21.
Any controversy or claim arising out of or related to this Agreement may be
referred by either party to arbitration to be conducted in Cincinnati, Ohio
pursuant to the Rules of Arbitration of the American Arbitration Association
("AAA"), as presently in force, by one or more arbitrators appointed in
accordance with said Rules. Any arbitration award shall be the sole and
exclusive remedy between the parties and shall be final and binding upon them.
Judgment upon any award rendered in such arbitration may be entered in any court
having jurisdiction thereof. Either party requesting arbitration under this
Agreement shall make a written demand therefore on the other party by registered
mail with a copy to the AAA.
23. SEVERABILITY
In case any one or more of the provisions of this Agreement is held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
other unenforceable shall not affect any other provisions hereof, and this
Agreement shall be construed as if such invalid, illegal or unenforceable
provisions had never been contained herein.
24. ENTIRE AGREEMENT
This Agreement contains the entire agreement between the Parties hereto and
supersedes all prior and contemporaneous agreements, arrangements, negotiations
and understandings between the Parties hereto, relating to the subject matter
hereof. There are no other understandings, statements, promises or inducements,
oral or otherwise, contrary to the terms of this Agreement. No representations,
warranties, covenants or conditions, express implied, whether by statute or
otherwise, other than as set forth herein, have been made by any Party hereto.
25. CAPTIONS
Headings and captions are for the purpose of convenience and reference only and
are not to be construed as a part of this Agreement.
<PAGE>
26. AMENDMENTS
This Agreement may be amended only by a written instrument specifically
referring to this Agreement signed on behalf of each Party.
27. WAIVER
The waiver of any term hereof shall be binding only when committed to writing.
No waiver, whether express or implied, shall be construed as a waiver of the
same or any other term, condition or right on any other occasion.
28. SIGNATURES
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly
executed as of the date first above written, such Parties acting by their
officers, being thereunto duly authorized.
ONELINK COMMUNICATIONS, INC. CINCINNATI BELL TELEPHONE
By: By:
Printed Name: Paul Lidsky Printed Name: Earl Monk
Title: President Title: Director - Purchasing & Contracting
Date: Date:
<PAGE>
CINCINNATI BELL TELEPHONE
Processing Fee Schedule
Attachment A
Guaranteed Minimum Monthly Records Fee per Record
[***]*
- - Call records processed over the minimum will have an incremental per record
processing fee of[***]* .
[***]*
- - [***]* (See Attachment B, Rate Schedule[***]* .
- - CBT shall have the option to increase its monthly minimum per record call
processing guarantee at any point during the term of the contract.
- - CBT will pay these invoices within thirty (30) days from date of each
invoice without penalty.
- -------------------------------------
* Portions of this document indicated by [***] have been
omitted and filed separately with the Commission.
<PAGE>
CBT will also pay to OneLink on a thirty (30) day net basis after receipt of the
invoice the following fees:
[***]*
OTHER FEES
Archive Data Reports
Archive Data Reports (not to exceed seven (7) months[***]* . [***]* . [***]*.
All other costs will be included with customer support and built into any fees.
[***]*
[***]* .
[***]* .
- -------------------------------------
* Portions of this document indicated by [***] have been
omitted and filed separately with the Commission.
<PAGE>
CINCINNATI BELL TELEPHONE
Call Analysis
OneLink Contract Summary
Attachment B
[***]*
Rate Schedule
Excess Call Volume Rate
Monthly Volume In Rate Per
Level Call Volume Minimum Excess Of Call Record
[***]*
- -------------------------------------
* Portions of this document indicated by [***] have been
omitted and filed separately with the Commission.
<PAGE>
CINCINNATI BELL TELEPHONE
Functional Requirements Specification
Attachment C
2.0. Scope
2.0.1. This document provides the functional requirements for Call Flow
Analysis service. This document includes technical details regarding how CBT and
OneLink transfer data, and how data is managed, how data is prepared and
distributed to customers.
This document does not specify any of the [***]* . This
document does not specify [***]*.
2.1. Service Orders/Provisioning
2.1.1. OneLink shall work with CBT to develop [***]*. The data
interchange communications [***]*. Data format and data
transfer [***]*.
2.1.2. OneLink shall [***]*.
2.1.3. OneLink shall [***]*.
2.1.4. OneLink shall be [***]*. The system and/or operating
software [***]*. [***]*.
- -------------------------------------
* Portions of this document indicated by [***] have been
omitted and filed separately with the Commission.
<PAGE>
2.2. Data
2.2.1.Access and Transfer
2.2.1.1. OneLink [***]*
2.2.1.2. OneLink shall [***]*.
2.2.1.3. The [***]* 2.2.1.4. OneLink's service bureau
operations shall not be accessible by anyone other than
OneLink and OneLink's approved agents.
2.2.1.5. Connection to the [***]*
2.2.1.6. [***]* .
2.2.1.7. OneLink and CBT shall insure [***]*.
2.2.1.8. Data shall be sent to OneLink on a daily basis with
transmissions occurring more frequently as needed and
mutually agreed upon by the Parties.
- -------------------------------------
* Portions of this document indicated by [***] have been
omitted and filed separately with the Commission.
<PAGE>
2.2.2. [***]*
2.2.2.1. OneLink shall [***]*.
2.2.3. [***]*
2.2.3.1. [***]*
2.2.4. Quality
2.2.4.1. OneLink shall implement quality control processes
and test procedures to ensure that the output file
provided to customers match the data received from CBT.
Specific control processes shall be mutually agreed upon.
2.2.4.2. OneLink shall perform cleanliness and quality
control checks on the data received from CBT to
reasonably ensure that data sets are complete and all
duplicates are removed. Specific control processes shall
be mutually agreed upon.
2.2.4.3. When data sets are flagged as unclean or incomplete,
OneLink will notify CBT of the problem. Notification will
include a written statement of the problem, including
information regarding the affected lines. Contact names,
e-mail addresses and numbers TBD.
2.2.4.4. OneLink shall [***]*
2.2.4.5. Should CBT [***]*
2.2.5. Input File Content
2.2.5.1. Data will be [***]*
2.2.5.2. Data which [***]*
2.2.5.3. When a [***]* .
2.2.6. Output file content
2.2.6.1. OneLink will produce output files as follows: 1 [***]*.
- -------------------------------------
* Portions of this document indicated by [***] have been
omitted and filed separately with the Commission.
<PAGE>
Additional fees will be charged for customers subscribing to
multiple output options.
2.2.6.2. [***]* .
2.2.6.3. OneLink will [***]*
- -------------------------------------
* Portions of this document indicated by [***] have been
omitted and filed separately with the Commission.
<PAGE>
2.2.7.Security/ [***]*
2.2.7.1. Only AUTHORIZED CBT employees and AUTHORIZED OneLink
employees or contracted representatives may [***]* .
2.2.7.2. [***]*
2.3. Product Delivery
2.3.1. The data file shall contain all of the processable data
supplied by CBT for the time period of the report. [***]*.
2.3.2. The [***]* .
2.3.3. OneLink shall [***]* .
2.3.4. The [***]* .
2.3.5. OneLink shall [***]*
2.3.6. [***]*
2.3.7. [***]* .
2.4. Fault Handling
2.4.1. The following steps are performed to increase the reliability
of the Call Flow Analysis service:
2.4.2. Data transfers between CBT and OneLink will be accomplished
using automated jobs directly to the external vendor's server.
2.4.3. If a data transfer fails [***]* .
2.4.4. [***]* .
- -------------------------------------
* Portions of this document indicated by [***] have been
omitted and filed separately with the Commission.
<PAGE>
2.4.5. [***]*
2.4.6. If the AIN network should fail for ANY REASON which directly
impacts the performance of the AIN Call Flow Analysis Service, OneLink
will be notified [***]* . [***]*
2.4.7. Failure notification will be followed with specification from
CBT on how to manage any data impacting problems. Such problems include
but are not limited to AIN platform failures, faulty network
connections, database addressing problems, etc.
2.5. Support
2.5.1. Definitions
The following capitalized terms used in this section shall have the
following meanings:
"Priority 1 Error" (or "Emergency") shall mean the Service or Software is
unusable, produces incorrect results, or fails catastrophically in
response to internal errors, user errors, incorrect input files, or
incompatibility. The Service or Software does not perform most of its
documented functions. Performance is materially degraded.
"Priority 2 Error" (or "Detrimental") shall mean the Service or Software is
usable, performs most, but not all of its documented functions.
"Priority 3 Error" (or "Inconvenient") shall mean the Service or Software is
usable but due to an Error does not provide the function in the most
convenient way.
2.5.2. Services Provided
OneLink agrees to provide the services with respect to the Service:
2.5.2.1. OneLink agrees to maintain the Service in all material
respects in conformity with the Functional Requirements.
OneLink shall correct all Errors discovered by CBT, OneLink, a
test participant, or subscriber/user. If CBT [***]* :
[***]* 2.5.3. Support for CBT Personnel
2.5.3.1. Call Handling Support OneLink shall provide a phone-in
service for Error Report and resolution and general support
- -------------------------------------
* Portions of this document indicated by [***] have been
omitted and filed separately with the Commission.
<PAGE>
with qualified and trained personnel. Such phone-in services
shall be available [***]*
2.5.3.2. [***]* .
2.5.3.3. All calls shall be handled with a high degree of respect
and professionalism. Complaints from CBT personnel, or
received by CBT personnel will be documented and reported to
OneLink.
2.5.3.4. OneLink shall provide [***]* support to resolve process
critical problems for internal CBT contacts. OneLink will not
carry a full staff during off hours. [***]*.
2.5.4. Support for CBT Customers
2.5.4.1. [***]* ,[***]* .
2.6. Call Graphics Software
2.6.1.Design
2.6.1.1. OneLink's Call Graphics Software shall allow CFA
customers to [***]* 2.6.1.2. The initial release of the
Call Graphics Software shall be designed as a single user
software package to run under Microsoft Windows 95(TM) or
Microsoft Windows NT(TM) operating systems.
[***]*.
2.6.1.3. Customers shall be able [***]*
2.7. [***]* CBT Customers
2.7.1. OneLink will be responsible [***]* .
2.7.2. OneLink will provide [***]* .
2.7.3. OneLink will provide capability [***]*
2.7.4. OneLink will be required [***]* .
2.7.5. [***]* .
2.7.6. OneLink will [***]*.
2.7.7. The [***]*.
- -------------------------------------
* Portions of this document indicated by [***] have been
omitted and filed separately with the Commission.
<PAGE>
2.8. Service Enhancements
2.8.1. Report Enhancement - OneLink shall make enhancements to
currently offered reports at CBT's request with a mutually
agreed upon timeframe. [***]*
2.8.2. Additional Report Information - OneLink shall add additional
information provided by CBT to customer reports at a mutual
agreeable cost and timeframe, representing time and
development expenses incurred, with such expenses passed
through to the customer at a price point mutually acceptable
to the parties.
2.8.3. Enhancements to Call Graphics Software. - OneLink shall make
enhancements to the software at CBT's request. Expenses for
agreed upon enhancements and timelines shall be mutually
agreed upon by the parties.
- -------------------------------------
* Portions of this document indicated by [***] have been
omitted and filed separately with the Commission.
<PAGE>
CINCINNATI BELL TELEPHONE
[***]*
Attachment D
- -------------------------------------
* Portions of this document indicated by [***] have been
omitted and filed separately with the Commission.
OneLink Communications Inc.
Exhibit 11
Computation of Earnings Per Common Share
Net income (loss) per common share is calculated based on the net income and net
loss for the respective period and the weighted average number of common shares
outstanding during the period. Common Stock equivalents (options and warrants)
are not dilutive and anti-dilutive for the respective three and nine month
periods ended September 30, 1998 and 1997.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<CURRENCY> U.S. Dollars
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<EXCHANGE-RATE> 1
<CASH> 449,639
<SECURITIES> 0
<RECEIVABLES> 333,708
<ALLOWANCES> (38,704)
<INVENTORY> 4,880
<CURRENT-ASSETS> 802,356
<PP&E> 621,349
<DEPRECIATION> (338,967)
<TOTAL-ASSETS> 1,106,778
<CURRENT-LIABILITIES> 627,145
<BONDS> 0
0
0
<COMMON> 49,956
<OTHER-SE> 428,202
<TOTAL-LIABILITY-AND-EQUITY> 1,106,778
<SALES> 1,910,691
<TOTAL-REVENUES> 1,910,691
<CGS> 1,165,342
<TOTAL-COSTS> 1,165,342
<OTHER-EXPENSES> 1,535,627
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (2,041)
<INCOME-PRETAX> (778,591)
<INCOME-TAX> 0
<INCOME-CONTINUING> (778,591)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (778,591)
<EPS-PRIMARY> (.16)
<EPS-DILUTED> (.16)
</TABLE>
