<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
(Mark One)
|X| Quarterly report under 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 Exchange Act
For the transition period from __________ to ___________
Commission File Number 0-23111
Cable Link, Inc.
- -------------------------------------------------------------------------------
(Exact Name of Small Business Issuer as Specified in its Charter
Ohio 31-1239657
- ------------------------------ ------------------------------
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
280 Cozzins Street, Columbus, Ohio
- -------------------------------------------------------------------------------
(Address of Principal Executive Offices)
(614) 221-3131
- -------------------------------------------------------------------------------
(Issuer's Telephone Number, Including Area Code)
- -------------------------------------------------------------------------------
(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)
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
------- -------
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 1,689,136 shares of Common
Stock as of October 30, 1998
Transitional Small Business Disclosure Format (check one):
Yes X No
------- -------
<PAGE> 2
CABLE LINK, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
1998 1997
September 30 December 31
(Unaudited) (Audited)
------------ -----------
<S> <C> <C>
CURRENT ASSETS
Cash $246,083 $204,990
Accounts receivable
Trade 3,764,544 1,135,607
Income tax 66,688 -
Inventories 2,686,388 1,332,619
Prepaid expenses 202,621 161,444
Deferred income tax 210,823 36,500
Covenant not to compete 58,333 -
----------- ---------
Total current assets 7,235,480 2,871,160
PROPERTY AND EQUIPMENT 2,091,456 1,466,764
Accumulated depreciation (1,149,711) (774,125)
----------- ---------
Net property and equipment 941,745 692,639
OTHER ASSETS
Covenant not to compete 112,979 -
Goodwill 854,494 -
Organization costs 59,974 -
Deposits 45,587 34,130
----------- ---------
1,073,034 34,130
TOTAL ASSETS $9,250,259 $3,597,929
========== ==========
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
<PAGE> 3
CABLE LINK, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS (Continued)
<TABLE>
<CAPTION>
1998 1997
September 30 December 31
(Unaudited) (Audited)
------------ -----------
<S> <C> <C>
CURRENT LIABILITIES
Accounts payable, trade $3,744,854 $765,269
Current portion of long-term
obligation 23,699 82,354
Revolving line of credit 1,196,281 290,957
Income taxes payable - 138,742
Accrued expenses 647,300 329,998
Accrued warranty expense 280,413 -
---------- --------
-
Total current liabilities 5,892,547 1,607,320
LONG-TERM LIABILITIES
Covenant not to compete 46,666 -
Acquisition bonus 120,000 -
Long-term debt 571,967 53,412
Deferred income taxes 50,291 48,000
---------- --------
Total long-term liabilities 788,924 101,412
MINORITY INTEREST 100,000 -
STOCKHOLDERS' EQUITY
Common stock 1,463,387 1,449,706
Additional paid-in capital 136,136 136,136
Retained earnings 869,265 303,355
---------- --------
Total stockholders' equity 2,468,788 1,889,197
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $9,250,259 $3,597,929
========== ==========
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
<PAGE> 4
CABLE LINK, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>
3 months ended September 30 9 months ended September 30
1998 1997 1998 1997
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Net Sales $7,580,466 $2,720,514 $14,624,097 $7,574,049
---------- ---------- ----------- ----------
Cost of goods sold 6,041,123 1,619,053 11,138,868 4,852,959
Operating Expenses 1,243,811 664,386 2,704,781 1,935,648
---------- ---------- ----------- ----------
Total expenses 7,284,934 2,283,439 13,843,649 6,788,607
Income from operations 295,532 437,075 780,448 785,442
Interest expense (41,981) (14,354) (76,954) (49,747)
Other income $3,832 493 5,169 2,552
---------- ---------- ----------- ----------
Income before taxes 257,383 423,214 708,663 738,247
Provision for taxes 54,251 135,000 142,753 135,000
---------- ---------- ----------- ----------
Net Income $203,132 $288,214 $565,910 $603,247
========== ========== =========== ==========
Basic earnings per share $0.12 $0.18 $0.34 $0.38
Weighted average shares outstanding 1,681,516 1,622,438 1,676,478 1,569,469
Diluted earnings per share $0.11 $0.13 $0.29 $0.27
Weighted average shares outstanding 1,908,964 2,291,535 1,958,465 2,210,656
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
<PAGE> 5
CABLE LINK, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)
Nine months ended September 30, 1998 and the year ended December 31,1997
<TABLE>
<CAPTION>
Shares of Issued Additional
and Outstanding Common Paid-In Retained
Common Stock Stock Capital Earnings Total
---------------- ---------- ----------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Balance at December 31, 1996 1,384,652 $1,093,662 $136,136 ($563,972) $665,826
Issuance of common stock, net 165,000 149,107 - - 149,107
of cost of $50,893
Exercise of options and warrants 124,150 206,937 - - 206,937
Net income - - - 867,327 867,327
--------- ---------- -------- ---------- ----------
Balance at December 31,1997 1,673,802 1,449,706 136,136 303,355 1,889,197
Exercise of options and warrants 15,334 13,681 - - 13,681
Net income - - - 565,910 565,910
--------- ---------- -------- ---------- ----------
Balance at September 30, 1998 1,689,136 $1,463,387 $136,136 $869,265 $2,468,788
========= ========== ======== ========== ==========
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
<PAGE> 6
CABLE LINK, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
Nine months ended September 30
<TABLE>
<CAPTION>
1988 1997
------------ ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $565,910 $603,247
Adjustments to reconcile net income to net
cash provided by (used in) operating
activities:
Depreciation and amortization 221,312 124,504
(Increase) decrease in operating assets:
Accounts receivable (1,093,729) (533,765)
Inventories (915,178) (2,292)
Prepaid expenses (36,177) 67,184
Other assets (62,190) -
Increase (decrease) in operating liabilities:
Accounts payable 1,833,342 (423,706)
Accrued expenses (540,625) 170,367
--------- ---------
Net cash provided by (used in) operating
activities (27,335) 5,539
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of stock of Auro Computer Systems (470,000) -
Cash acquired from Auro Computer Systems 50,359 -
Purchase of property and equipment (166,371) (119,506)
-------- ---------
Net cash used in investing activities (586,012) (119,506)
-------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sales of common stock 13,681 308,437
Net increase in line of credit 905,324 (222,005)
Minority interest 100,000 -
Proceeds from issuance of long-term debt - 29,655
Principal payments on debt (364,565) (74,382)
-------- ---------
Net cash provided by financing activities 654,440 41,705
-------- ---------
Net decrease in cash 41,093 (72,262)
Cash - beginning of period 204,990 115,796
-------- ---------
Cash - end of period $246,083 $43,534
======== =========
SUPPLEMENTAL DISCLOSURES OF CASH
FLOW INFORMATION:
Cash paid during the period for interest $40,721 $49,747
Cash paid for income taxes during the period $348,183 $0
</TABLE>
On May 18, 1998, the Company purchased 85.1% of the common stock of PC &
Parts, Inc. dba Auro Computer Systems for $370,000 in cash. In conjunction with
the acquisition, the assets acquired and liabilities assumed are as follows:
<TABLE>
<S> <C>
Total current assets acquired $2,303,481
Net property and equipment 245,102
Intangibles and other assets 115,084
Total current liabilities assumed (1,976,114)
Total long-term liabilities assumed (1,096,461)
Purchase of goodwill 878,908
Minority interest contribution (100,000)
----------
Cash paid for common stock $370,000
==========
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
<PAGE> 7
CABLE LINK, INC. AND SUBSIDIARY
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NATURE AND SCOPE
On May 18, 1998, Cable Link, Inc. (the Company) pursuant to a Stock Purchase and
Non-Compete Agreement, acquired all the outstanding equity securities of PC &
Parts, Inc. dba Auro Computer Systems (Subsidiary) for $670,000, of which
$470,000 was paid in cash and $150,000 will be paid to two former stockholders
under non-compete agreements. Simultaneously with the foregoing acquisition, the
Company entered into a Stock Agreement with Brian Berger, an employee of the
Subsidiary, whereby Mr. Berger contributed $100,000 toward the purchase of the
shares of Subsidiary and the Company has transferred to Mr. Berger 14.9% of the
shares purchased.
The interim consolidated financial statements have been prepared by the Company
without an audit and, in the opinion of management, reflect all adjustments of a
normal recurring nature necessary for a fair statement of the consolidated
financial position of the Company as of September 30, 1998, the consolidated
results of operations for the three months and nine months ended September 30,
1998 and 1997 and consolidated cash flows for the nine months ended September
30, 1998 and 1997. Interim results are not necessarily indicative of results for
a full year.
The balance sheet as of December 31, 1997 has been derived from the financial
statements that have been audited by the Company's independent public
accountants. The financial statements and notes are condensed as permitted by
Form 10-QSB and do not contain certain information included in the annual
financial statements and notes of the Company. The financial statements and
notes included herein should be read in conjunction with the financial
statements and notes included in the Company's annual report and the audited
statements of the Subsidiary filed with Form 8-K/A on July 30, 1998.
BASIS OF PRESENTATION
The acquisition has been accounted for under the purchase method of accounting
based on the Subsidiary's balance sheet as of May 5, 1998, the agreed upon
closing date. The consolidated financial statements are on the accrual basis of
accounting and include the financial statements of its majority-owned Subsidiary
(85.1%) after the acquisition closing date of May 5, 1998. All significant
intercompany balances and transactions have been eliminated in consolidation.
The amounts related to minority interest are not reflected in the accompanying
statement of income as the Subsidiary reflected a deficit in equity as of
acquisition and as of September 30, 1998.
The following unaudited proforma results of operations of the Company for the
nine months ended September 30, 1998 assumes that the acquisition of PC & Parts,
Inc. occurred on January 1, 1998. These proforma results are not necessarily
indicative of the actual results of operations that would have been achieved nor
are they necessarily indicative of future results of operations.
Net revenues $12,784,614
Net Income $ 417,385
Basic net income per share $ 0.24
Diluted net income per share $ 0.21
The Company declared a 3 for 2 stock split on January 21, 1997 and a 10% stock
dividend on August 1, 1997.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, disclosure of contingent
assets and liabilities at the date of the financial statements and
<PAGE> 8
the reported amounts of revenues and expenses during the reporting periods.
Actual amounts could differ from these estimates.
AMORTIZATION OF GOODWILL
Purchased goodwill is amortized using the straight-line method over 15 years.
EARNINGS PER SHARE
During 1997, the Company adopted Statement of Financial Accounting Standards
(SFAS) No. 128 "Earnings Per Share." The new standard simplifies the standards
for computing earnings per share and requires presentation of two new amounts,
basic and diluted earnings per share. The Company was required to retroactively
adopt this standard for all periods presented.
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
Sept. 30, 1998 Sept. 30, 1997 Sept. 30, 1998 Sept. 30,1997
<S> <C> <C> <C> <C>
Weighted average shares 1,681,516 1,622,438 1,676,478 1,569,469
Diluted effect of options 227,448 669,097 281,987 641,187
--------- --------- --------- ---------
Weighted average common
shares outstanding and
potential common shares 1,908,964 2,291,535 1,958,465 2,210,656
========= ========= ========= =========
</TABLE>
NOTES PAYABLE - BANK
As a part of the acquisition, the Company borrowed $500,000 which bears interest
at the prime interest rate plus one. This note matures on April 30, 1999.
PURCHASE ADJUSTMENT
During the third quarter of 1998, as provided by Amendment No. 1 to the Stock
Purchase and Non-Compete Agreement included as Exhibit 2.3 of the Form 8-K/A
filed on November 6, 1998 the Company has received a refund of the overpayment
of purchase consideration of $350,000.
INCOME TAXES
For the three and nine months ended September 30, 1998, income tax expense is
less than the amounts calculated by applying the statutory federal income tax
rate to income before taxes due primarily to the anticipated use of net
operating loss carry-forwards of the Subsidiary of approximately $600,000.
ACQUISITION BONUS
In 1998, the Company Board of Directors approved a $180,000 bonus payable to the
Chief Executive Officer of Cable Link related to the acquisition of the
Subsidiary. The bonus is payable in equal monthly installments of $5,000. The
payments which commence in the first twelve months beginning July 6, 1998 are
without conditions. The remaining payments in the second and third twelve month
periods are subject to the condition that the percentage of earnings of the
Subsidiary is equal to or greater than 15% of the capital invested in the
Subsidiary by the Company.
NEW ACCOUNTING PRONOUNCEMENTS
In June, 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard (SFAS) No. 131 "Disclosures about Segments of an
Enterprise and Related Information." This statement is effective for fiscal
years beginning after December 15, 1997. In the initial year of application,
comparative information for earlier years is to be restated. This statement need
not be applied to interim statements in the initial year of application.
The Company will adopt this statement in the annual statements for the year
ending December 31, 1998.
In June 1998, the Financial Accounting Standards Board Issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities". SFAS No. 133
requires companies to recognize all derivative contracts as either assets or
liabilities in the balance sheet and to measure them at fair value. If certain
conditions are met, a derivative may be specifically designated as a hedge, the
objective of which is to match the
<PAGE> 9
timing of gain or loss recognition on the hedging derivative with the
recognition of (i) the changes in the fair value of the hedged asset or
liability that are attributable to the hedged risk or (ii) the earnings effect
of the hedged forecasted transaction. For a derivative not designated as a
hedging instrument, the gain or loss is recognized in income in the period of
change. SFAS No. 133 is effective for all fiscal quarters of fiscal years
beginning after June 15, 1999.
Historically, the Company has not entered into derivative contracts either to
hedge existing risks or for speculative purposes. Accordingly, the Company does
not expect adoption of the new standard on January 1, 2000 to affect its
financial statements.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
The following discussion should be read in conjunction with the condensed
financial statements included elsewhere within this quarterly report.
Fluctuations in annual and quarterly operating results may occur as a result of
certain factors such as the size and timing of customers orders and competition.
Due to such fluctuations, historical results and percentage relationships are
not necessarily indicative of the results for any future period. Statements
which are not historical facts contained in this report are forward-looking
statements that involve risks and uncertainties that could cause actual results
to differ materially from projected results. Factors that could cause actual
results to differ materially include, but are not limited to, the following: the
ability to obtain new contracts at attractive prices; the size and timing of
customer orders; fluctuations in customer demand; competitive factors; the
timely completion of contracts; and general economic conditions, both
domestically and abroad. Readers are cautioned not to place undue reliance on
these forward-looking statements, which reflect management's analysis only as of
the date hereof. The Company undertakes no obligation to publicly release the
results of any revision to these forward-looking statements which may be made to
reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events. The Company further directs readers to the
factors discussed in the Company's Form 10-KSB for the year ended December 31,
1997 and Forms 10-QSB for the quarters ending March 31 and June 30, 1998.
GENERAL
Cable Link, Inc. (Cable Link) sells new, used and refurbished cable TV equipment
in addition to repairing equipment for cable companies within the United States
and various international markets. The Company operates both its administrative
and manufacturing operations from a single, leased facility in Columbus, Ohio.
PC & Parts, Inc. dba Auro Computer Systems, (the Subsidiary), a majority-owned
subsidiary recently acquired by Cable Link, (the consolidated company consisting
of Cable Link and the Subsidiary is referred to herein as the Company) located
in Westerville, Ohio, assembles computer hardware components into personal
computers for a number of customers located in Ohio. The Subsidiary also sells
its products and provides service support throughout central Ohio and the
surrounding area.
RESULTS OF OPERATIONS
Net Sales
Net sales for the Company for the third quarter ending September 30, 1998 were
$7,580,466 compared to $2,720,514 for the third quarter ending September 30,
1997, an increase of $4,859,952. This represents an increase of 178.6% over the
previous year for the same period. Sales for the nine months ending September
30, 1998 were $14,624,097 as compared to $7,574,049 or 93.1% over the same
nine-month period the previous year. The increase in sales is primarily
attributable to the inclusion of sales of the Subsidiary. Sales for Cable Link
for the three-months and nine-months period ending September 30, 1998 were
substantially the same for the corresponding period in 1997.
Cost of Good Sold
<PAGE> 10
The cost of goods sold for the Company for the third quarter ending September
30, 1998 was $6,041,123 and $11,138,868 for the nine months ending September 30,
1998, an increase of $4,422,070 and $6,285,909 respectively. The majority of the
increase for the third quarter ending September 30, 1998 is attributable to the
inclusion of the Subsidiary's cost of goods sold for the quarter ending.
Hardware and software sales for the Subsidiary carry substantially higher cost
of goods sold as compared to those products sold by Cable Link. The Subsidiary
is focusing efforts on the service revenue side of the business which could
contribute a higher gross margin in the future. Cable Link's cost of goods sold
increased due to the sale of new products which carry a lower margin than its
refurbished equipment sales. In comparison to the third quarter ending September
30, 1997 Cable Link's cost of goods sold was unusually low due to the economies
of a large purchase.
Operating Expenses
Operating expenses increased to $1,243,811 for the three-month period ending
September 30, 1998 as compared to $664,387 for the same period ending in 1997.
The operating expenses for the nine-month period ending September 30, 1998 were
$2,704,781 as compared to $1,935,649 for the 1997 comparable period. The
increase in the operating expenses is attributable in part to the inclusion of
the Subsidiary's operating expenses. The increase is also attributable to an
increase in Cable Link's sales and administrative salaries during the period.
Operating expenses decreased from 24.4% of sales for the three months ending
September 30, 1997, to 16.4% of sales for the comparable period ending,
September 30, 1998. The operating expenses for the nine-month period ending
September 30, 1998 decreased from 25.6% of sales to 18.5% of sales for the same
period ending in 1998. The decrease in operating expenses as a percent of sales
is due to the inclusion of sales of the Subsidiary. Cable Link and the
Subsidiary continue to implement job procedures in an attempt to increase
efficiencies and further reduce costs.
Income from Operations
Income from operations for the three-month period ending September 30, 1998 was
$295,532 as compared to $437,074 for the same period ending in 1997. For the
nine-month period ending September 30, 1998, income from operations was $780,448
as compared to $785,442 for the same period in 1997. Income from operations
decreased $141,542 for the three-month period ending September 30, 1998 and
decreased $4,994 for the nine-month period ending September 30, 1998 as compared
to the same periods ending in 1997, respectively. The decrease in income from
operations is a result of the Company's increase in the cost of goods sold and
an increase in operating expenses. The increase in hardware, software, and new
product sales resulted in an increase in the cost of goods sold for the Company.
These product sales carry a higher product cost than the service, repair and
refurbishing sales. Operating expenses increased due to the inclusion of the
Subsidiary's expenses.
Income Tax Provision
The Company's income tax provision was $54,251 for the quarter ending September
30, 1998 and $142,753 for the nine-months ending September 30, 1998. A provision
of $135,000 was recorded for the third quarter ending September 30, 1997,
resulting in a $135,000 tax provision for the nine-month period ending September
30, 1997. No prior tax provision was recorded in 1997 due to net operating loss
carryforwards of the Company that were fully utilized in 1997.
The following are management's discussion and analysis of material changes in
financial position during the interim period.
Accounts Receivable
Accounts Receivable increased 231.5% from December 31, 1997 as compared to
September 30, 1998 Accounts Receivable balance of $3,764,544. This increase in
Accounts Receivable is due to the inclusion of the Accounts Receivable of the
Subsidiary, and an increase in Cable Link's sales for the third quarter of 1998
versus the fourth quarter of 1997.
Inventories
<PAGE> 11
Inventory increased 101.6% or $1,353,769 from December 31, 1997 as compared to
September 30, 1998. Approximately one half of the increase is attributable to
the inclusion of the inventory of the Subsidiary and the balance is attributable
to an increase of Cable Link's inventory resulting from a major volume purchase.
Property & Equipment
The increase in property and equipment of $624,692 or 42.6% from December 31,
1997 is due primarily to the acquisition of the Subsidiary in 1998. The increase
in accumulated depreciation of $375,586 or 48.5% from December 31, 1997 is
directly related to the increase in property and equipment.
Covenant not to Compete
Under the terms of Amendment No. 1 of the Stock Purchase and Non-Compete
Agreement included as exhibit 2.3 of the Form 8-K/A filed on November 6, 1998,
the Company will pay the sellers of the Subsidiary $150,000 in monthly
installments over two years. Accordingly, a short-term and long-term liability
has been recognized. The Company has allocated $200,000 of the purchase price to
the covenant to be amortized using the straight-line method over the same two
year period.
Goodwill
Goodwill has been recorded to reflect the amount paid for the Subsidiary less
the fair value of the assets acquired. Goodwill is shown net of accumulated
amortization of $24,414, which is calculated using the straight-line method over
15 years.
Accounts Payable
Accounts Payable increased 389.4% or $2,979,585 from December 31, 1997 as
compared to September 30, 1998. The majority of the increase is attributable to
the inclusion of the Subsidiary's accounts payable and the remaining portion of
the increase is attributable to Cable Link. Cable Link's Accounts Payable
increased as a direct result of the increase in inventory. Approximately
$600,000 of the Cable Link's Accounts Payable is with one vendor for a major
volume purchase of inventory that has extended payment terms up to December 26,
1998.
Accrued Expenses
Accrued Expenses increased $317,302 or 96.2% from December 31, 1997 as compared
to September 30, 1998. The increase is primarily due to acquisition costs and
fees related to the acquisition of the Subsidiary.
Accrued Warranty Expense
The Subsidiary provides a three year on-site parts and labor warranty on
hardware sold. Replacement hardware components are generally provided by the
original equipment manufacturer. The Subsidiary is responsible for installing
the replacement parts. The Subsidiary has estimated the future labor costs to
install replacement parts for the system that remain under warranty as of
September 30, 1998 to be $280,413. Based on past experience the majority of
warranty calls are made during the first few months of ownership, therefore the
entire liability is classified as short term. The Company's management is
currently reviewing its warranty policy and comparing it to policies within the
industry to determine if policy revisions are necessary.
Long-term Debt
The increase in long-term debt is attributable to the debt assumed by acquiring
the Subsidiary. The debt assumed was paid off with proceeds from a newly
established term loan.
Liquidity and Capital Resources
On May 18, 1998, the Company purchased 85.1% of the common stock of the
Subsidiary. Based on the unadjusted purchase price, the Company used net cash of
approximately $700,000 to purchase this common stock. The cash came from an
issuance of long-term debt of $500,000, a contribution from minority interest of
$100,000 and operating cash. In September, 1998 the Company signed Amendment No.
1 to the Stock Purchase and Non-Compete Agreement to resolve differences in the
original purchase
<PAGE> 12
price. The Amendment provided for a $350,000 reduction in the original purchase
price of $820,000. The $350,000 overpayment was refunded as follows: 1) a cash
refund of $80,000, 2) cancellation of the notes payable to former stockholders
of $120,000 3) repayment to the Company of $100,000 previously held in escrow
and 4) a pro rata reduction of $50,000 in non-compete payments.
The Company finances its operations primarily through internally generated funds
and bank lines of credit totaling $2,500,000. Bank borrowings increased in the
third quarter of 1998 compared to December 31, 1997 as a result of the
acquisition of the Subsidiary. As a result of the increase in sales and the
acquisition, accounts receivable increased $2,628,937 the third quarter in 1998
over the December 31, 1997 balance. Inventory increased $1,353,769 in the first
nine months over the December 31, 1997 balance. Accounts payable increased
$2,979,585 and accrued expenses increased $202,302 due to the acquisition
related liabilities and the liabilities assumed by the Company. Capital
expenditures in 1998 of $166,371 consist of ordinary expenditures for equipment
replacement and upgrades. The capital expenditures were financed by bank lines
of credit.
On October 26th, 1998, the Company signed a line of credit facility increasing
the credit line to $2,500,000. The external sources of cash include the bank
line of credit increase and the $500,000 term note. The increase in the line of
credit facility was prompted by the increase in inventory and operations as a
result of the acquisition of the Subsidiary. As of October 30, 1998 the Company
had approximately $1,300,000 available on the line of credit. The Company
anticipates no material capital expenditures at this time. The Company believes
that its available financial resources including the line of credit facility and
operating cash flow will be adequate to meet its foreseeable working capital,
debt service and capital expenditure requirements.
<PAGE> 13
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
(2) Charter and Bylaws. The Articles of Incorporation and
Code of Regulations of the Issuer as presently in effect.
(3) Instruments Defining the Rights of Security Holders.
(a) See Exhibit 2.1 - Articles of Incorporation;
Articles IV, V and VI.
See Exhibit 2.2 - Code of Regulations;
Articles I, IV and VII
(b) The registrant agrees to provide to the
Commission upon request instruments defining the rights of holders of long-term
debt of the registrant and all of its subsidiaries for which consolidated
financial statements are required to be filed.
(5) Voting Trust Agreement. None.
(6) Material Contracts.
See Exhibit 6.1 - 1995 Stock Option Plan dated October 17,
1995.
See Exhibit 6.2. - Warrant Agreement for Axxess International
Group, Inc. dated January 8, 1997.
See Exhibit 6.3. Non-Competition and Consulting Agreement
dated October 18, 1994.
See Exhibit 6.4. First Amendment Agreement to Non-
Competition and Consulting Agreement dated June 1, 1995.
<PAGE> 14
See Exhibit 6.5. Second Amendment Agreement to Non-
Competition and Consulting Agreement dated November 16, 1995.
See Exhibit 6.6. Consulting Agreement dated October 1, 1996.
See Exhibit 6.7. Eric S. Newman Independent Consulting
Letter Agreement dated August 1, 1994.
See Exhibit 6.8. Loan and Security Agreement dated
November 27, 1996.
See Exhibit 6.9. Promissory Note dated April 30, 1997.
See Exhibit 6.10. Lease dated November 4, 1992 and Lease
Modification Agreement dated October 26, 1995 for Suite 201, 280 Cozzins,
Columbus, Ohio.
(7) Material Foreign Patents. None.
(8) Plan of Acquisition, Reorganization, etc.
See Exhibit 8.1. Stock Purchase and Non-Compete Agreement
among PC & Parts, Inc., its Shareholders, Brian Berger and Cable Link, Inc.
dated May 18, 1998.
See Exhibit 8.2. Stock Agreement among Cable Link, Inc., PC
& Parts, Inc. and Brian Berger dated May 18, 1998.
See Exhibit 8.3. Amendment No. 1 to Stock Purchase and Non-
Compete Agreement Among PC & Parts, Inc., its Shareholders, Brian Berger and
Cable Link, Inc. dated September _____, 1998.
(b) Reports on Form 8-K.
A report on Form 8-K was filed on May 29, 1998 reporting the
acquisition of PC & Parts, Inc. and an amendment thereto was filed on July 30,
1998 containing financial statements required pursuant to Item 7 of the Form
8-K.
<PAGE> 15
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.
CABLE LINK, INC.
Dated November 12, 1998 By s/ Bob Binsky
----------------------------- ---------------------------------
Bob Binsky, Chairman of the Board
(duly authorized officer)
By s/ Zaida Wahlberg
---------------------------------
Zaida Wahlberg, Treasurer
(chief accounting officer)
<PAGE> 16
EXHIBIT INDEX
<TABLE>
<CAPTION>
PAGE IN
SEQUENTIALLY
NUMBERED
EXHIBIT COPY
<S> <C> <C>
2.1. Articles of Incorporation of Cable Link, Inc., as amended (incorporated
by reference to Exhibit 2.1 of 10-SB, as amended. filed December 23,
1997 (the "Form 10-SB"); Commission File No. 0-23111). *
2.2. Code of Regulations of Cable Link, Inc., as amended (incorporated by
reference to Exhibit 2.2 to the Form 10-SB). *
3.1. See Articles IV, V and VI of the Articles of Incorporation of the
Registrant (see Exhibit 3.1).
3.2. See Articles I, IV and VII of the Code of Regulations of the
Registrant (see Exhibit 3.2).
6.1. 1995 Stock Option Plan dated October 17, 1995 (incorporated by reference
to Exhibit 6.1 to the Form 10-SB). *
6.2. Warrant Agreement for Axxess International Group, Inc. dated January 8,
1997 (incorporated by reference to Exhibit 6.2 to the Form 10-SB). *
6.3. Non-Competition and Consulting Agreement dated October 18, 1994
(incorporated by reference to Exhibit 6.3 to the Form 10-SB). *
6.4. First Amendment Agreement to Non-Competition and Consulting Agreement
dated June 1, 1995 (incorporated by reference to Exhibit 6.4 to the Form
10-SB). *
6.5. Second Amendment Agreement to Non-Competition and Consulting Agreement
dated November 16, 1995 (incorporated by reference to Exhibit 6.5 to the
Form 10-SB). *
6.6. Consulting Agreement dated October 1, 1996 (incorporated by reference to
Exhibit 6.6 to the Form 10-SB). *
6.7. Eric S. Newman Independent Consulting Letter Agreement dated August 1,
1994 (incorporated by reference to Exhibit 6.7 to the Form 10-SB). *
6.8. Loan and Security Agreement dated November 27, 1996 (incorporated by
reference to Exhibit 6.8 to the Form 10-SB). *
6.9. Promissory Note dated April 30, 1997 (incorporated by reference to
Exhibit 6.9 to the Form 10-SB). *
6.10. Lease dated November 4, 1992 and Lease Modification Agreement dated
October 26, 1995 for Suite 201, 280 Cozzins, Columbus, Ohio
(incorporated by reference to Exhibit 6.10 to the Form 10-SB/A of *
Registrant, Registration No. 0-23111)).
8.1 Stock Purchase and Non-Compete Agreement among PC & Parts, Inc.,
</TABLE>
<PAGE> 17
<TABLE>
<S> <C> <C>
its Shareholders, Brian Berger and Cable Link, Inc. dated May 18, 1998
(incorporated by reference to Exhibit 2.1 to the Form 8-K of Registrant
filed May 29, 1998, Registration No. 0-23111) *
8.2 Stock Agreement among Cable Link, Inc., PC & Parts, Inc. and Brian Berger
dated May 18, 1998 (incorporated by reference to Exhibit 2.2 to the Form
8-K of Registrant filed May 29, 1998, Registration No. 0-23111) *
8.3 Amendment No. 1 to Stock Purchase & Non-Compete Agreement among PC &
Parts, Inc., its Shareholders, Brian Berger and Cable Link, Inc. dated
September ______, 1998 (incorporated by reference to Exhibit 2.3 to the
form 8-K/A of Registrant filed November 6, 1998, Registration No. 0-23111) *
27. Financial Data Schedule (submitted electronically for SEC purposes only)
*Incorporated by reference
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S UNAUDITED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED SEPTEMBER
30, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-30-1998
<CASH> 246,083
<SECURITIES> 0
<RECEIVABLES> 3,831,232
<ALLOWANCES> 55,307
<INVENTORY> 2,686,388
<CURRENT-ASSETS> 7,235,480
<PP&E> 941,745
<DEPRECIATION> 1,149,711
<TOTAL-ASSETS> 9,250,259
<CURRENT-LIABILITIES> 5,892,547
<BONDS> 0
0
0
<COMMON> 1,463,387
<OTHER-SE> 1,005,401
<TOTAL-LIABILITY-AND-EQUITY> 9,250,259
<SALES> 7,580,466
<TOTAL-REVENUES> 7,584,298
<CGS> 6,041,123
<TOTAL-COSTS> 7,284,934
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 41,981
<INCOME-PRETAX> 257,383
<INCOME-TAX> 54,251
<INCOME-CONTINUING> 203,132
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 203,132
<EPS-PRIMARY> .12
<EPS-DILUTED> .11
</TABLE>
