<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 June 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: 1,675,386
Transitional Small Business Disclosure Format (check one):
Yes X No
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<PAGE> 2
CABLE LINK, INC. AND SUBSIDIARY
INDEX
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PART I. FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
CONSOLIDATED STATEMENTS OF INCOME FOR THE THREE
MONTHS AND SIX MONTHS ENDED JUNE 30, 1998 AND 1997 (UNAUDITED) 2
CONSOLIDATED BALANCE SHEETS AT JUNE 30, 1998
(UNAUDITED) AND DECEMBER 31, 1997 (AUDITED) 3
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY FOR
SIX MONTHS ENDED JUNE 30, 1998 (UNAUDITED) AND THE YEAR
ENDED DECEMBER 31, 1997 (AUDITED) 5
CONSOLIDATED CASH FLOW STATEMENTS FOR THE SIX MONTHS
ENDED JUNE 30, 1998 AND 1997 (UNAUDITED) 6
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS 10
PART II. OTHER INFORMATION 13
</TABLE>
1
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PART I-FINANCIAL INFORMATION
ITEM 1.-FINANCIAL STATEMENTS
CABLE LINK, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>
3 Months ending June 30 6 Months ending June 30
1998 1997 1998 1997
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net Sales $4,331,464 $2,642,018 $7,043,631 $4,853,535
---------- ---------- ---------- ----------
Cost of goods sold 3,268,808 1,762,148 5,097,745 3,233,906
Operating expenses 797,738 674,515 1,476,248 1,271,262
---------- ---------- ---------- ----------
Total expenses 4,066,546 2,436,663 6,573,993 4,505,168
Income from operations 264,918 205,355 469,638 348,367
Interest expense (13,626) (17,247) (22,472) (35,393)
Other Income 1,010 873 1,337 2,059
---------- ---------- ---------- ----------
Income before taxes 252,302 188,981 448,503 315,033
Provision for taxes 54,251 -- 88,502 --
---------- ---------- ---------- ----------
Net income $ 198,051 188,981 360,001 315,033
Basic Earnings Per Share $ 0.12 $ 0.12 $ 0.21 $ 0.20
Weighted Average Shares Outstanding 1,675,386 1,549,802 1,674,647 1,537,885
Diluted Earnings $ 0.10 $ 0.10 $ 0.18 $ 0.17
Weighted Average Shares Outstanding 1,987,038 1,872,617 2,006,090 1,891,601
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
2
<PAGE> 4
CABLE LINK, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
1998 1997
JUNE 30 December 31
(UNAUDITED) (Audited)
----------- -----------
CURRENT ASSETS
Cash $ 42,664 $ 204,990
Cash in escrow 100,000 -
Accounts receivable
Trade 2,847,591 1,135,607
Inventories 1,686,545 1,332,619
Prepaid expenses 116,423 161,444
Deferred income tax 210,823 36,500
Covenant not to compete 91,667 -
----------- ----------
Total current assets 5,095,713 2,871,160
PROPERTY AND EQUIPMENT 1,949,650 1,466,764
Accumulated depreciation (1,095,045) (774,125)
----------- ----------
Net property and equipment 854,605 692,639
OTHER ASSETS
Covenant not to compete 105,843 -
Goodwill 1,116,365 -
Other assets 133,041 34,130
----------- ----------
1,355,249 34,130
TOTAL ASSETS $ 7,305,567 $3,597,929
=========== ==========
See accompanying notes to unaudited consolidated financial statements.
3
<PAGE> 5
CABLE LINK, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS (CONTINUED)
1998 1997
JUNE 30 December 31
(UNAUDITED) (Audited)
----------- -----------
CURRENT LIABILITIES
Accounts payable, trade $1,660,789 $ 765,269
Acquisition bonus 60,000 --
Payable to sellers of PC & Parts, Inc. 60,000 --
Current portion of long term obligations 38,235 82,354
Revolving line of credit 663,440 290,957
Note payable-bank 500,000 --
Income taxes payable -- 138,742
Accrued expenses 587,115 329,998
Accrued warranty expense 187,227 --
Covenant not to compete 91,667 --
----------- ----------
Total current liabilities 3,848,473 1,607,320
LONG-TERM LIABILITIES
Payable to sellers of PC & Parts, Inc. 60,000 --
Covenant not to compete 100,000 --
Accrued warranty expense 153,186
Acquisition bonus 120,000 --
Long-term debt 621,617 53,412
Deferred income taxes 50,292 48,000
---------- ----------
Total long-term liabilities 1,105,095 101,412
Total liabilities 4,953,568 1,708,732
----------- ----------
MINORITY INTEREST IN SUBSIDIARY 100,000
STOCKHOLDERS' EQUITY
Common stock 1,452,507 1,449,706
Additional paid-in capital 136,136 136,136
Retained earnings 663,356 303,355
---------- ----------
Total stockholders' equity 2,251,999 1,889,197
TOTAL LIABILITIES AND EQUITY $7,305,567 $3,597,929
========== ==========
See accompanying notes to unaudited consolidated financial statements.
4
<PAGE> 6
CABLE LINK, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(UNAUDITED)
<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 1,584 2,801 -- -- 2,801
Net income -- -- -- 360,001 360,001
----------------- ---------- ----------- --------- ----------
Balance at June 30, 1998 1,675,386 $1,452,507 $136,136 $663,356 $2,251,999
================ =========== =========== ========= ==========
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
5
<PAGE> 7
CABLE LINK, INC. AND SUBSIDIARY
CONSOLIDATED CASH FLOW STATEMENTS
(UNAUDITED)
SIX MONTHS ENDED JUNE 30
<TABLE>
<CAPTION>
1998 1997
----------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net income $ 360,001 $ 315,033
Adjustments to reconcile net income to net
cash provided by (used in) operating activities:
Depreciation and amortization 128,577 82,980
(Increase) decrease in operating assets net of effects
from acquisition of PC & Parts, Inc.:
Accounts receivable (176,776) (326,931)
Inventories 84,665 188,391
Prepaid expenses 50,021 8,060
Other assets (89,670) (32,788)
Increase (decrease) in operating liabilities net of effects from
acquisition of PC & Parts, Inc.:
Accounts payable (250,723) (105,186)
Accrued expenses (269,120) 1,846
----------- ----------
Net cash provided by operating activities (163,025) 131,405
----------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of stock of PC & Parts, Inc. (700,000) --
Cash acquired from PC & Parts, Inc. 50,359 --
Purchase of property and equipment (24,565) (73,009)
----------- ----------
Net cash used in investing activities (674,206) (73,009)
----------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sales of common stock 2,801 200,000
Net increase in line of credit 372,483 (280,498)
Proceeds from issuance of long-term debt 254,035 --
Principal payments on debt (54,414) (52,378)
Sale of stock of subsidiary 100,000
----------- ----------
Net cash provided by financing activities 674,905 (132,876)
----------- ----------
Net decrease in cash (162,326) (74,480)
Cash - beginning of period 204,990 115,796
----------- ----------
Cash - end of period $ 42,664 $ 41,316
=========== ==========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for interest $ 22,472 $ 35,393
Cash paid for income taxes during the period $ 192,993 --
</TABLE>
SUPPLEMENTAL SCHEDULE OF NONCASH
INVESTING AND FINANCING ACTIVITIES:
On May 18, 1998 the Company purchased 90.2% of the common stock of PC &
Parts, Inc. dba Auro Computer Systems for $700,000 cash. In conjunction with the
acquisition the assets acquired and liabilities assumed are as follows.
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 1,128,908
Cash contributed by minority interest 100,000
Note payable to stockholders (120,000)
----------
Cash paid for common stock $ 700,000
==========
See accompanying notes to unaudited consolidated financial statements.
6
<PAGE> 8
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 an approximate sum of
$820,000, of which $700,000 was paid in cash and the balance in the form of a
note payable to the sellers. 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 will transfer to Mr. Berger a proportionate
number of the shares at the time the final purchase price of the shares is
established. The percentage of minority ownership based on the unadjusted
purchase price is 9.8%.
The interim consolidated financial statements have been prepared by the Company
without an audit and, in the opinion of the management, reflect all adjustments
of a normal recurring nature necessary for a fair statement of the consolidated
financial position of the Company as of June 30, 1998, the consolidated results
of operations for the three months and six months ended June 30, 1998 and 1997
and consolidated cash flows for the six months ended June 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
(90.2%) 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.
The following unaudited proforma results of operations of the Company for the
six months ended June 30, 1998 assumes that the acquisition of PC & Parts
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 $10,064,084
Net income 214,253
Basic net income per share .13
Diluted net income per share .11
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 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.
7
<PAGE> 9
CABLE LINK, INC. AND SUBSIDIARY
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
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 earning per share. The Company was required to retroactively
adopt this standard for all periods presented.
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
--------------------------------- ----------------------------------
June 30, 1998 June 30, 1997 June 30, 1998 June 30, 1997
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Weighted average shares 1,675,386 1,549,802 1,674,647 1,537,885
Diluted effect of options 311,652 322,815 331,443 353,716
--------- --------- --------- ---------
Weighted average common
shares outstanding and
potential common shares 1,987,038 1,872,617 2,006,090 1,891,601
========= ========= ========= =========
</TABLE>
NOTES PAYABLE TO FORMER STOCKHOLDERS
On May 18, 1998, the Company signed a note payable to the former stockholders of
the Subsidiary for $120,000. The note bears an annual interest rate of 9% and is
payable in four quarterly installments commencing on May 18, 1999.
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. The
terms of the note agreement are being finalized.
CONTINGENT PURCHASE ADJUSTMENT
As outlined in Section 1.7 of the Stock Purchase and Non-Compete Agreement
included as Exhibit 2.1 of the Form 8-K filed on May 29, 1998 the Company has
requested a refund of the overpayment of purchase consideration. The Company
anticipates an adjustment to the purchase price between $208,161 and $522,106.
When received, the adjustment will be posted as a reduction to goodwill.
INCOME TAXES
For the three and six months ended June 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.
8
<PAGE> 10
CABLE LINK, INC. AND SUBSIDIARY
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
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 amount was expensed by the Subsidiary as a pre-acquisition
expense and is reflected as payable to management. 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
commence in the second and third twelve month periods as 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 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.
9
<PAGE> 11
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 customer 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.
GENERAL
Cable Link, Inc. (the Company) 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, a majority-owned subsidiary recently
acquired by the Company, (the Subsidiary) located in Westerville, Ohio,
assembles computer hardware components into personal computers for a number of
customers located in Ohio. The Company also sells its products and provides
service support throughout central Ohio and the surrounding area.
Results of Operations
Net Sales
Net sales for second quarter ending June 30, 1998 were $ 4,331,464 compared to
$2,642,018 for the second quarter ending June 30, 1997. This represents and
increase of 64% over the previous year. Sales for the six months ending June 30,
1998 were $7,043,631 versus $4,853,535 over the previous year. The increase in
sales is primarily attributable to the inclusion of $2,287,710 of net
10
<PAGE> 12
sales of the Subsidiary.
Cost of Goods Sold
The cost of goods sold increased to 75.5% of sales in the second quarter of 1998
from 66.6% for the second quarter 1997. For the six months ending June 30, 1998
the cost of goods sold increased to 72.4% of sales compared to 66.6% of sales
for the six months ending June 30, 1997. The inclusion of the subsidiary
represents an increase of 40.3% in the cost of goods sold for the six months
ended June 30, 1998. The cost of goods sold for the Company decreased to 59.4%
of sales for the three months ending June 30, 1998 compared to 66.6% of sales
for the three month period ending June 30, 1997. The decrease in the Company
cost of goods sold is primarily the result in a reduction in labor force and
increased efficiencies in production.
Operating Expenses
The operating expenses decreased to 18.4% for the second quarter 1998 from 25.5%
for the second quarter 1997. In 1997 the operating expenses, as a percent of
sales were 26.2% for the six months ending June 30, and have decreased to 20.9%
for the six months ending June 30, 1998. Job procedures were implemented which
increased the efficiencies and reduced costs.
Income from Operations
Income from operations increased to $264,918 or 6.1% of sales for the second
quarter ending June 30, 1998 compared to income from operations of $205,355 or
7.8% of sales for the second quarter ending June 30, 1997. The income from
operations increased to $469,638 or 6.7% of sales for the first six months
ending June 30, 1998 as compared to $348,367 or 7.2% of sales through the same
period in 1997. The increase in income from operations is due to an increase in
sales and a decrease in operating expenses as previously stated.
The following are management's discussion and analysis of material changes in
financial position during the interim period.
Income tax provision
The Company's income tax provision was $54,251 for the quarter ended June 30,
1998 and $88,502 for the six months ended June 30, 1998. No provision was
recorded for the quarter or six months ended June 30, 1997 due to net operating
loss carryforwards of the Company that were fully utilized in 1997. For the
quarter and six months ended June 30, 1998, the effective tax rate was 21.5% and
19.7%, respectively.
Accounts receivable
Accounts receivable increased 151% from December 31, 1997 due to increased sales
and $1,535,208 at June 30, 1998 of receivables of the Subsidiary that were
assumed by the Company.
Inventories
Inventories increased 27% from December 31, 1997 primarily due to the
acquisition of $438,591 at June 30, 1998 of inventory from the Subsidiary.
Covenant not to compete
Under the terms of the agreement, the Company will pay the sellers of the
Subsidiary $200,000 in monthly installments over 2 years. Accordingly, a
short-term and long-term asset and
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<PAGE> 13
corresponding liability for the covenant not to compete have been recorded. The
asset is shown net of amortization and the liability has been reduced by
payments made.
Property and equipment
The increase in property and equipment and accumulated depreciation is primarily
due to the acquisition of the Subsidiary. The cost and accumulated depreciation
of the assets acquired as of June 30, 1998 amount to $458,321 and $213,219,
respectively.
Goodwill
Goodwill has been recorded to reflect the amount paid for the Subsidiary less
the book value of the assets acquired. Goodwill is shown net of amortization.
The amount is being amortized using the straight-line method over 15 years.
Accounts payable - trade
Accounts payable for the Company decreased by $414,742 from December 31, 1997.
The accounts payable relating to the recently acquired subsidiary is $1,310,262
at June 30, 1998, resulting in an increase of $895,520 from December 31, 1997.
Accrued expenses
Accrued expenses of the Company have decreased by $341,661 from December 31,
1997. The Company has assumed $450,888 of liabilities from the Subsidiary. The
overall increase in liabilities is primarily due to acquisition related fees and
expenses.
Long-term debt
The increase in long-term debt is due to the refinancing of the debt assumed by
acquiring the Subsidiary. The debt assumed was paid off by a newly established
line of credit of $800,000 of which approximately $570,000 has been used and is
classified as long term.
12
<PAGE> 14
Liquidity and Capital Resources
On May 18, 1998, the Company purchased 90.2% of the common stock of PC & Parts,
Inc. dba Auro Computer Systems. The Company used net cash of approximately
$700,000 to purchase the common stock. The cash came from an issuance of long
term debt of $500,000, a contribution from minority interest of $100,000, and
the remaining amount from operating cash. However, the terms of the agreement
pursuant to which the Company acquired the common stock of the subsidiary
provided for the delivery of a final balance sheet of the Subsidiary and the
making of adjustments to the purchase price to reflect differences between the
balance sheet of the Subsidiary delivered to the Company prior to the
acquisition and the final balance sheet. The analysis of the final balance sheet
is currently being conducted by the Company, and the Company will benefit from a
reduction in the purchase price.
The Company finances its operations primarily through internally generated funds
and bank lines of credit totaling $1,800,000. Bank borrowing increased in the
second quarter of 1998 compared to the same time in 1997 primarily due to the
acquisition of the subsidiary. As a result of the increase in sales and the
acquisition, accounts receivable increased $1,711,984 the second quarter in 1998
over the December 31, 1997 balance. Inventory increased $353,926 in the first
six months over the December 31, 1997 balance. Accounts payable increased
$895,520 and accrued expenses have increased $597,530 due to acquisition related
liabilities and the liabilities of the subsidiary assumed by the Company.
The Company believes that its available financial resources are adequate to meet
its foreseeable working capital, debt service and capital expenditure
requirements.
13
<PAGE> 15
long-term.
LIQUIDITY AND CAPITAL RESOURCES
The Company finances its operations primarily through internally generated funds
and bank lines of credit totaling $1,800,000. Bank borrowing increased in the
second quarter of 1998 compared to the same time in 1997 primarily due to the
acquisition of PC and Parts, Inc. As a result of the increase in sales and the
acquisition, accounts receivable increased $1,711,984 the second quarter in 1998
over the December 31, 1997 balance. Inventory increased $353,926 in the first
six month over the December 31, 1997 balance. Accounts payable increased
$895,520 and accrued expenses have increased $597,530 due to acquisition related
liabilities and the liabilities of PC and Parts, Inc. assumed by Cable Link,
Inc.
<PAGE> 16
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The Company is not a party to any material legal proceedings.
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.
(a) The annual meeting of shareholders was held on April 21, 1998.
(b) All of the directors were re-elected for one year terms, to-wit:
Bob Binsky, Richard Rozic, Eric S. Newman, Sherry R. Rothfield, Brenda L.
Thompson and Michael Tsao.
(c) The only matter to be voted on at the meeting was the election of
directors. Results of the voting were as follows:
Total number of shares entitled to vote present or represented at the
meeting: 1,557,627
For Authority Withheld
--- ------------------
Bob Binsky 1,479,995 77,632
Richard Rozic 1,548,509 9,118
Eric S. Newman 1,551,677 5,950
Sherry S. Rothfield 1,551,677 5,950
Brenda L. Thompson 1,551,677 5,950
Michael Tsao 1,551,677 5,950
(d) Not applicable.
ITEM 5. OTHER INFORMATION.
The Securities and Exchange Commission recently amended certain rules
under the Securities Exchange Act of 1934 regarding the use of a company's
discretionary proxy voting authority with respect to stockholder proposals
submitted to the company for consideration at the company's next annual meeting.
Shareholder proposals submitted to the Company outside the procedures
for placing a shareholder's proposal in the Company's proxy materials for the
Company's 1999 Annual Meeting of Shareholders will be considered untimely if
received by the Company after February 3, 1999. Accordingly, management's
proxies for the Company's 1999 Annual Meeting of Shareholders will confer
discretionary authority to vote on any shareholder proposals received by the
Company after such date.
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.
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<PAGE> 17
(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.
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.
(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.
15
<PAGE> 18
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 August 14, 1998 By /s/ Bob Binsky
-------------------- ---------------------------------
Bob Binsky, Chairman of the Board
(principal executive officer)
By /s/ Zaida Wahlberg
---------------------------------
Zaida Wahlberg, Treasurer
(principal accounting officer)
16
<PAGE> 19
EXHIBIT INDEX
<TABLE>
<CAPTION>
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<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 to the Form 10-SB).
3.2. See Articles I, IV and VII of the Code of Regulations of the
Registrant (see Exhibit 3.2 to the Form 10-SB).
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., 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) *
</TABLE>
17
<PAGE> 20
<TABLE>
<CAPTION>
PAGE IN
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NUMBERED
EXHIBIT COPY
<S> <C> <C>
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)
*
27. Financial Data Schedule (submitted electronically for SEC purposes only)
*Incorporated by reference
</TABLE>
18
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CABLELINK,
INC. AND SUBSIDARY UNAUDITED FINANCIAL STATEMENT FOR THE THREE MONTHS ENDED JUNE
30, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENT.
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> APR-01-1998
<PERIOD-END> JUN-30-1998
<EXCHANGE-RATE> 1
<CASH> 42,664
<SECURITIES> 0
<RECEIVABLES> 2,907,153
<ALLOWANCES> 59,562
<INVENTORY> 1,686,545
<CURRENT-ASSETS> 5,095,713
<PP&E> 1,949,650
<DEPRECIATION> 1,095,045
<TOTAL-ASSETS> 7,305,567
<CURRENT-LIABILITIES> 3,848,473
<BONDS> 0
0
0
<COMMON> 1,452,507
<OTHER-SE> 799,492
<TOTAL-LIABILITY-AND-EQUITY> 7,305,567
<SALES> 4,331,464
<TOTAL-REVENUES> 4,332,474
<CGS> 3,268,808
<TOTAL-COSTS> 4,066,546
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 13,626
<INCOME-PRETAX> 252,302
<INCOME-TAX> 54,251
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
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<CHANGES> 0
<NET-INCOME> 198,051
<EPS-PRIMARY> 0.12
<EPS-DILUTED> 0.10
</TABLE>
