<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, 1999.
[ ] 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: 1,695,076 shares of Common
Stock as of October 31, 1999
Transitional Small Business Disclosure Format (check one):
Yes X No
----- -----
<PAGE> 2
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
CABLE LINK, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>
3 Months Ending September 30 9 Months Ending September 30
1999 1998 1999 1998
----------- ----------- ----------- ----------
<S> <C> <C> <C> <C>
Net Sales $ 4,978,111 $ 7,580,466 $17,111,750 $14,624,097
Cost of goods sold 3,573,765 6,041,123 13,161,938 11,138,868
Operating expenses 1,458,846 1,243,811 4,248,073 2,704,781
----------- ----------- ----------- ----------
Total expenses 5,032,611 7,284,934 17,410,011 13,843,649
----------- ----------- ----------- ----------
Income (loss) from operations ( 54,500) 295,532 ( 298,261) 780,448
Interest expense ( 48,340) ( 41,981) ( 161,659) ( 76,954)
Other income 113,655 3,832 113,851 5,169
----------- ----------- ----------- ----------
Income (loss) before taxes 10,815 257,383 ( 346,069) 708,663
Provision for taxes 6,002 54,251 11,576 142,753
----------- ----------- ----------- ----------
Net income (loss) before cumulative effect of
change in accounting principle 4,813 203,132 ( 357,645) 565,910
Cumulative effect of change in accounting
principle, net of tax - - ( 42,246) -
----------- ----------- ----------- ----------
Net income (loss) $ 4,813 $ 203,132 $ (399,891) $ 565,910
=========== =========== ============ ==========
Basic earnings (loss) per share for net income (loss)
before cumulative effect of change in accounting
principle $ 0.00 $ 0.12 $ (0.21) $ 0.34
Weighted average shares outstanding 1,695,076 1,681,516 1,694,814 1,676,478
Basic (loss) per share for cumulative effect of
change in accounting principle - - $ (0.03) -
Weighted average shares outstanding 1,695,076 1,681,516 1,694,814 1,676,478
Basic earnings (loss) per share for net income (loss)
after cumulative effect of change in accounting
principle $ 0.00 $ 0.12 $ (0.24) $ 0.34
Weighted average shares outstanding 1,695,076 1,681,516 1,694,814 1,676,478
Diluted earnings (loss) per share for net income (loss) $ 0.00 $ 0.11 $ (0.23) $ 0.29
Weighted average shares outstanding 1,723,489 1,908,964 1,726,316 1,958,465
</TABLE>
2
<PAGE> 3
CABLE LINK, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
1999 1998
SEPTEMBER 30 December 31
(UNAUDITED) (Audited)
------------ -----------
<S> <C> <C>
ASSETS
Current Assets
Cash $ 130,572 $ 61,418
Accounts receivable, net 2,633,651 3,228,285
Income tax receivable 113,875 389,023
Inventories 1,543,098 2,368,694
Prepaid expenses 174,054 84,044
Deferred income taxes 144,000 198,000
Covenants not to compete 87,289 182,498
------------ -----------
Total current assets 4,826,539 6,511,962
------------ -----------
Property and Equipment
Property and equipment, at cost 2,012,029 2,043,867
Accumulated depreciation and amortization ( 1,199,275) ( 1,108,912)
------------ -----------
Net Property and Equipment 812,754 934,955
------------ -----------
Other Assets
Covenants not to Compete - 45,116
Goodwill, net 486,913 530,857
Deferred tax asset 109,000 55,000
Organization cost - 42,246
Deposits 43,097 44,123
------------ -----------
Total other assets 639,010 717,342
------------ -----------
TOTAL ASSETS $ 6,278,303 $ 8,164,259
============ ===========
</TABLE>
3
<PAGE> 4
CABLE LINK, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
1999 1998
SEPTEMBER 30 December 31
(UNAUDITED) (Audited)
------------ -----------
<S> <C> <C>
LIABILITIES
Current Liabilities
Current portion long-term obligation $ 65,088 $ 45,186
Bank revolving credit line 1,797,935 2,776,607
Accounts payable 1,601,537 2,180,117
Acquisition bonus -- 30,000
Accrued expenses 430,073 448,457
Accrued warranty 173,498 245,258
Covenants not to compete 46,664 152,498
Total current liabilities 4,114,795 5,878,123
--------------- -------------
Long-term liabilities
Covenants not to compete - 29,166
Acquisition bonus - 120,000
Note payable-bank 400,000 -
Long-term obligations 44,522 27,063
Total long-term liabilities 444,522 176,229
--------------- -------------
Total Liabilities 4,559,317 6,054,352
--------------- -------------
STOCKHOLDERS' EQUITY
Current Stockholders' Equity
Common stock 1,472,357 1,463,387
Additional paid-in capital 136,136 136,136
Retained earnings 110,493 510,384
--------------- -------------
Total Stockholders' Equity 1,718,986 2,109,907
--------------- -------------
TOTAL LIABILITIES AND EQUITY $ 6,278,303 $ 8,164,259
=============== =============
</TABLE>
4
<PAGE> 5
CABLE LINK, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)
Nine Months Ended September 30, 1999 and the year ended December 31, 1998
<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, 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 - - - 207,029 207,029
--------- ----------- ----------- ----------- -----------
BALANCE AT DECEMBER 31, 1998 1,689,136 1,463,387 136,136 510,384 2,109,907
Exercise of options and warrants 5,940 8,970 - - 8,970
Net income (loss) - - - ( 399,891) ( 399,891)
--------- ----------- ----------- ----------- -----------
BALANCE AT SEPTEMBER 30, 1999 1,695,076 $ 1,472,357 $ 136,136 $ 110,493 $ 1,718,986
========= =========== =========== =========== ===========
</TABLE>
5
<PAGE> 6
CABLE LINK, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED)
Nine Months Ending September 30
<TABLE>
<CAPTION>
1999 1998
---------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $(399,891) $ 565,910
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
Depreciation and amortization 412,738 221,312
Bonus reversal (120,000) --
Loss on sale of equipment 20,974 --
Cumulative effect of change in accounting principle 42,246 --
(Increase) decrease in operating assets:
Accounts receivable 594,634 (1,093,729)
Income tax receivable 275,148 --
Inventories 825,596 ( 915,178)
Prepaid and other assets ( 88,984) ( 98,367)
Increase (decrease) in operating liabilities:
Accounts payable (578,580) 1,833,342
Accrued warranty ( 71,760) --
Acquisition bonus ( 30,000) --
Accrued expenses ( 18,384) ( 540,625)
--------- -----------
Total adjustments 1,263,628 ( 593,245)
Net cash provided by (used in) operating activities 863,737 ( 27,335)
--------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of stock of PC & Parts, Inc -- ( 470,000)
Cash acquired from PC & Parts, Inc -- 50,359
Purchase of property and equipment (191,139) ( 166,371)
Proceeds from sales of equipment 63,897 --
--------- -----------
Net cash used in investing activities (127,242) ( 586,012)
--------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sales of common stock 8,970 13,681
Payments on covenant not to compete liability (135,000) --
Net increase (decrease) in line of credit (478,672) 905,324
Issuance of long-term debt 17,459 --
Principal payments on debt ( 80,098) ( 364,565)
Minority interest -- 100,000
--------- -----------
Net cash provided by (used in) financing activities (667,341) 654,440
--------- -----------
Net increase in cash 69,154 41,093
Cash - beginning of period 61,418 204,990
--------- -----------
Cash - end of period $ 130,572 $ 246,083
========= ===========
SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION:
Cash paid for interest $ 161,659 $ 40,721
Cash (received from) paid for income taxes $(255,132) $ 348,183
</TABLE>
6
<PAGE> 7
CABLE LINK, INC AND SUBSIDIARY
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NATURE AND SCOPE
On May 18, 1998 the Company purchased 85.1% of the common stock of PC & Parts,
Inc d.b.a. Auro Computer Systems for $370,000 in cash. On December 28, 1998 the
Company purchased the remaining minority interest for $100,000 in cash.
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, 1999, the consolidated
results of operations for the nine months ended September 30, 1999 and
consolidated cash flow for the nine months ended September 30, 1999. Interim
results are not necessarily indicative of results for a full year.
The balance sheets as of December 31, 1998 have 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, Form 10-KSB and
the audited statements of the Subsidiary filed with Form 8-K/A on November 6,
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 wholly owned Subsidiary
after the acquisition closing date of May 5, 1998. All significant inter-company
balances and transactions have been eliminated in consolidation.
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
amount 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.
NOTE PAYABLE - BANK
As part of the acquisition, the Company borrowed $500,000, which bears interest
at the prime interest rate plus 1%. This matured on April 30, 1999. As of May 1,
1999 this note was converted to a one-year note and amortized on an equal
monthly payment of principal based on a five-year schedule ($8,333.33/monthly)
plus interest. The interest rate is prime plus 1%.
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 commenced 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 conditions 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. On September 23, 1999 the Chief Executive Officer
signed a waiver to the rights and interest of the remaining $120,000. The bonus
reversal was included in other income on the accompanying consolidated statement
of income as of September 30, 1999.
7
<PAGE> 8
COVENANTS NOT TO COMPETE
Under the terms of the purchase agreement, the Company will pay the sellers
$150,000 in monthly installments over two years. Accordingly, a short-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. Additionally, the Company has a non-compete
agreement with the Subsidiary's former president through December 31, 1999. The
amount of $82,500 was paid in full as of June 30, 1999. Accordingly, a
short-term asset has been recorded and is being amortized using the
straight-line method during 1999.
REPORTABLE SEGMENTS
The Company implemented Financial Accounting Standards Board Statement No. 131
"Disclosures About Segment of an Enterprise and Related Information."
Comparative segment information for the three and nine months ending September
30, 1998 include the Subsidiary's activity from the acquisition date of May 5,
1998 of PC & Parts, Inc. d.b.a. Auro Computers Systems.
Management has elected to identify the Company's reportable segments based on
operating units: Cable Link, Inc and PC & Parts d.b.a. Auro Computer Systems.
Information related to the Company's third quarter 1999 and 1998 reportable
segments is as follow:
<TABLE>
<CAPTION>
Cable Link, Inc Auro Computer Systems Total Company
3 months 3 months 3 months 3 months 3 months 3 months
ending ending ending ending ending ending
Sept 30, 1999 Sept 30, 1998 Sept 30, 1999 Sept 30, 1998 Sept 30, 1999 Sept 30, 1998
------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Revenues $ 2,496,639 $ 2,720,530 $ 2,481,472 $ 4,859,936 $ 4,978,111 $ 7,580,466
Cost of sales 1,519,243 1,756,593 2,054,522 4,284,530 3,573,765 6,041,123
------------ ------------ ------------ ----------- ----------- -----------
Gross margin 977,396 963,937 426,950 575,406 1,404,346 1,539,343
Operating expenses 734,946 778,580 709,252 450,583 1,444,198 1,229,163
------------ ------------ ------------ ----------- ----------- -----------
Operating income (loss) 242,450 185,357 ( 282,302) 124,823 ( 39,852) 310,180
Interest income (expenses) 7,349 ( 26,217) ( 55,689) ( 15,764) ( 48,340) ( 41,981)
Other income (expenses) ( 6,716) 1,339 120,371 2,493 113,655 3,832
------------ ------------ ------------ ----------- ----------- -----------
Net income (loss) before
changes in accounting
principle 243,083 160,479 ( 217,620) 111,552 25,463 272,031
Cumulative effect of change
in accounting principle, net - - - - - -
------------ ------------ ------------ ----------- ----------- -----------
Net income (loss)
after change in accounting
principle $ 243,083 $ 160,479 $( 217,620) $ 111,552 $ 25,463 $ 272,031
============ =========== ============ ============ ============ ==========
</TABLE>
8
<PAGE> 9
<TABLE>
<CAPTION>
Cable Link, Inc Auro Computer Systems Total Company
3 months 3 months 3 months 3 months 3 months 3 months
ending ending ending ending ending ending
Sept 30, 1999 Sept 30, 1998 Sept 30, 1999 Sept 30, 1998 Sept 30, 1999 Sept 30, 1998
------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Revenues $ 8,346,022 $ 7,476,451 $ 8,765,728 $ 7,147,646 $17,111,750 $ 14,624,097
Cost of sales 5,358,055 4,798,864 7,803,883 6,340,004 13,161,938 11,138,868
------------ ------------ ------------ ----------- ----------- -----------
Gross margin 2,987,967 2,677,587 961,845 807,642 3,949,812 3,485,229
Operating expenses 2,276,316 2,063,361 1,927,813 617,006 4,204,129 2,680,367
------------ ------------ ------------ ----------- ----------- -----------
Operating income (loss) 711,651 614,226 ( 965,968) 190,636 ( 254,317) 804,862
Interest income (expenses) ( 38,420) ( 51,118) ( 123,239) ( 25,836) ( 161,659) ( 76,954)
Other income (expenses) ( 15,703) 2,050 129,554 3,119 113,851 5,169
------------ ------------ ------------ ----------- ----------- -----------
Net income (loss) before
changes in accounting
principle 657,528 565,158 ( 959,653) 167,919 ( 302,125) 733,077
Cumulative effect of change
in accounting principle, net ( 42,246) - - - ( 42,246) -
------------ ------------ ------------ ----------- ----------- -----------
Net income (loss)
after change in accounting
principle $ 615,282 $ 565,158 $( 959,653) $ 167,919 $( 344,371) $ 733,077
============ =========== ============ =========== =========== ===========
Total assets $ 4,867,965 $ 5,551,972 $ 2,100,356 $ 3,719,519 $ 6,968,321 $ 9,271,491
Depreciation and
amortization expenses $ 149,260 $ 139,290 $ 219,534 $ 57,608 $ 368,794 $ 196,898
</TABLE>
A reconciliation of the segments net income (loss) to the consolidated net loss
is a follows:
<TABLE>
<CAPTION>
Nine months Nine months
ending ending
Sept 30, 1999 Sept 30, 1998
------------- -------------
<S> <C> <C>
Segments net income (loss) $( 344,371) $ 733,077
Less:
Income tax expense 11,576 142,753
Goodwill amortization 43,944 24,414
----------- ---------
Consolidated net (loss) income $( 399,891) $ 565,910
</TABLE>
A reconciliation of the segments total assets to the consolidated total assets
is as follows:
<TABLE>
<CAPTION>
Nine months Nine months
ending ending
Sept 30, 1999 Sept 30, 1998
------------- -------------
<S> <C> <C>
Segments total assets $ 6,968,321 9,271,491
Plus:
Goodwill, net 486,913 854,494
Less:
Investment in subsidiary at cost ( 470,000) ( 470,000)
Intercompany receivables ( 706,931) ( 405,726)
------------ -----------
Consolidated total assets $ 6,278,303 $ 9,250,259
</TABLE>
9
<PAGE> 10
A reconciliation of the segments total depreciation and amortization to the
consolidated total depreciation and amortization is as follows:
<TABLE>
<CAPTION>
Nine months Nine months
ending ending
Sept 30, 1999 Sept 30, 1998
------------- -------------
<S> <C> <C>
Segments total depreciation and
amortization $ 368,794 $ 196,898
Amortization of goodwill 43,944 24,414
------------ -----------
Consolidated total depreciation
and amortization $ 412,738 $ 221,312
============ ===========
</TABLE>
PROFORMA OPERATIONS
The following unaudited proforma consolidated results of operations of the
Company for the nine-months ended September 30, 1998 assumes that the
acquisition of the Subsidiary occurred on January 1, 1998 instead of May 5,
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.
<TABLE>
<CAPTION>
<S> <C>
Net revenues $ 18,878,217
Net income 308,134
Basic net income per share .18
Diluted net income per share .16
</TABLE>
NEW ACCOUNTING PRONOUNCEMENT
On January 1, 1999, the Company adopted Statement of Position (SOP) 98-5
"Reporting of Start-up Activities," which requires all start-up costs previously
capitalized by the Company to be expensed. The cumulative effect of the change
in accounting principles is reflected in the statement of operations net of tax
effects. All start-up costs incurred after adoption of the SOP will be expensed
as incurred.
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) 133, "Accounting for Derivative
Instruments and Hedging Activities." SFAS 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 object of which is to match the
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 133 is effective (as deferred by SFAS 137) for all fiscal quarters
of fiscal years beginning after June 15, 2000.
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 to affect its financial statements.
10
<PAGE> 11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
The following discussion should be read in conjunction with the financial
statements and footnotes appearing elsewhere herein. Fluctuations in annual
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 and are made pursuant to the "safe harbor provisions of the
Private Securities Litigation Act of 1995". 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
customers 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.
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.
In 1998 the Company purchased 100% of the stock of PC & Parts, Inc. d.b.a. Auro
Computer Systems (the "Subsidiary"). The Subsidiary is located in a suburb of
Columbus and resells computer hardware and assembles computer hardware
components into personal computers. The Subsidiary also sells personal computer
software and provides both Wide Area Network (WAN) and Local Area Network (LAN),
year 2000 testing and solutions, and many other services and support needs
throughout Central Ohio and the surrounding areas.
RESULTS OF OPERATIONS
NET SALES
Net sales for the Company for the third quarter ending September 30, 1999 were
$4,978,111 compared to $7,580,466 for the third quarter ending September 30,
1998, a decrease of $2,602,355. This represents a decrease of 34.3% over the
previous year for the same period. Sales for the nine months ending September
30, 1999 were $17,111,750 as compared to $14,624,097 over the same nine-month
period in 1998, an increase of $2,487,653 or 17.0%. The decrease in sales for
the third quarter 1999 is primarily attributable to the decrease in the
Subsidiary sales. Sales for the third quarter of 1998 of the Subsidiary included
a single customer's purchase that had a substantial effect on the income. The
increase in sales for the nine months ending September 30, 1999 as compared to
1998 is primarily attributable to having nine months of Subsidiary's sales in
1999 as compared to only 5 months in 1998. Sales for Cable Link for the three
month period ending September 30, 1999 decline slightly from sales for the same
period ending 1998. Cable Link's sales for the nine months period ending
September 30, 1999 as compared to the same period ending 1998 have increased due
to additional product lines being carried and an increase in International
business.
COST OF GOODS SOLD
The cost of goods sold for the Company for the third quarter ending September
30, 1999 was $3,573,765 and $13,161,938 for the nine months ending September
30,1999, a decrease of $2,467,358 for the third quarter ending September 30 and
an increase of $2,023,070 for the nine months ending over the same periods in
1998 respectively. 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 now focusing it's efforts on the service side of
the business, which contribute to higher gross margins. The decrease in the cost
of goods sold for the third quarter ending September 30, 1999 is primarily
attributable to the change in
11
<PAGE> 12
the hardware and service mix for the Subsidiary compare to the same period in
1998. The increase in the cost of goods sold for the nine months ending
September 30, 1999 as compared to 1998 is primarily due to the increase in sales
for the same period.
OPERATING EXPENSES
Operating expenses increased to $1,458,846 for the three-month period ending
September 30, 1999 as compared to $1,243,811 for the same period ending in 1998,
an increase of $215,035 or 17.3%. The operating expenses for the nine-months
period ending September 30, 1999 were $ 4,248,073 as compared to $ 2,704,781 for
the 1998 comparable period, an increase of $1,543,292 or 57.1%. The increase in
the operating expenses for the nine months ending September 30, 1999 is
primarily attributable to the inclusion of the Subsidiary's operating expenses.
Operating expenses increased for the Subsidiary as a result of new management
and sales executive hiring in order to support the changes in the focus and
strategy of the Subsidiary. Cable Link's operating expenses remained relatively
unchanged as a percentage of sales for the three month period ending September
30, 1999.
Cable Link and the Subsidiary continue to implement procedures and review the
Company's organizational structure in an attempt to increase efficiencies and
further reduce costs.
INCOME (LOSS) FROM OPERATIONS
The loss from operations for the third quarter ending September 30, 1999 was
$54,500 as compared to the income of $295,532 for the same period in 1998, a
decrease of $350,032. The loss from operations for the nine-months ending
September 30, 1999 was $298,261 as compared to income of $780,448 for the
nine-months ending September 30, 1998. The decrease in income from operations is
a result of the Subsidiary's increase in operating expenses.
In the second quarter of 1999, the Subsidiary hired a new president in an effort
to increase the Subsidiary's service sales. The Subsidiary is aggressively
looking at options to further reduce operating expenses without interrupting the
focus and strategy of the business.
TAXES
The provision for taxes for the nine months ending September 30, 1999 was
$11,576 compared to $142,753 for the nine months ending September 30, 1998. This
decrease is due to the loss incurred by the Subsidiary which offsets the taxable
income incurred by Cable Link. The full tax benefit of these losses has not been
accrued because the realization of these benefits is not more likely than not at
this time.
The following are management's discussion and analysis of material changes in
financial position during the third quarter ending September 30, 1999.
INVENTORIES
Inventory decreased 35% or $825,596 as of September 30, 1999 as compared to
December 31, 1998. The decrease is primarily due to Cable Link's sales of
existing inventory for the nine months ending September 30, 1999 and the focus
by the Subsidiary to move towards just-in time inventory.
ACCOUNTS RECEIVABLE
Accounts Receivable decreased $594,634 or 18.4% as of September 30, 1999 as
compared to December 31, 1998 balance of $3,228,285. This decrease is due to a
decrease in sales by the Company as compared to an increase in Cable Link's
sales end of 1998.
COVENANTS 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 and the sellers agreed to not compete with the
Subsidiary for two years. A short-term liability have been recognized. The
Company allocated $200,000 of the purchase price to the covenant to not compete
to be amortized using the straight-line method over the same two year period.
The Company has a non-compete agreement with
12
<PAGE> 13
the Subsidiary's former president through December 31, 1999. The amount of
$82,500 was paid in full as of June 30, 1999. Accordingly, a short-term asset
has been recorded and is being amortized using the straight-line method during
1999.
ACCOUNTS PAYABLE
Accounts payable decreased 26.5% or $578,580 as of September 30, 1999 as
compared to December 31, 1998. This decrease is due to the decrease in the
amount of inventories purchased by the Subsidiary.
SHORT TERM OBLIGATIONS
The short-term obligations ending December 1998 included a term note of
$500,000. This note was converted on May 1, 1999 and is being amortized on equal
monthly payments on a five-year schedule ($8,333.33). As of May 1, 1999 $400,000
has been classified as a long-term note.
The bank line of credit decreased by $478,672 as of September 31, 1999 as
compared to December 31, 1998. This decrease is due to improved cash flows
generated by higher sales by Cable Link for the nine months ending September 30,
1999 and reduced cost of inventory. It is also due to the decrease in accounts
receivable and the increase of non-cash expenses.
ACCRUED WARRANTY EXPENSE
The Subsidiary provides a three year on-site parts and labor warranty on
hardware sold. Replacement 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 systems that remain under this warranty as of
December 31, 1998. Based on past experience the majority of warranty calls are
made during the first few months of ownership, and therefore the entire
liability is classified as short term. In August 1998, the Subsidiary revised
its warranty policy to provide for on-site parts and labor service for thirty
days. After thirty days, the customer will be charged for all travel time,
unless an extended warranty is purchased. Based on the new policy the accrued
warranty expense has decreased $71,760 from December 31, 1998 to September 30,
1999.
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. In September, 1998 the Company signed
Amendment No.1 to the Stock Purchase and Non-Compete Agreement to resolve
differences in the original purchase 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 agreements. On December 18, 1998 the Company
purchased the remaining minority interest for $100,000.
The Company finances its operations primarily through internally generated funds
and bank lines of credit totaling $3,300,000. Bank borrowings decreased by
$478,672 in the third quarter ending September 30,1999 compared to December 31,
1998. Accounts receivable decreased $594,634 as of September 30, 1999 as
compared to December 31, 1998. Inventory decreased $825,596 as of September 31,
1999 as compared to December 31, 1998 or 35%. Accounts payable decreased
$578,580 as of September 30, 1999 as compared to December 31, 1998 or 26.5%.
The external sources of cash include the bank line of credit and the $500,000
term note. 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 expenditures requirements.
13
<PAGE> 14
YEAR 2000
Cable Link and its Subsidiary ("the Company") have in place detailed programs to
address Year 2000 readiness in its internal control systems and with its key
customers and suppliers. The Year 2000 issue is a result of computer logic that
was written using two digits rather than four to define the applicable year. Any
computer logic that processes date-sensitive information may recognize the date
using "00" as the year 1900 rather than the year 2000, which could result in
miscalculations or system failures.
Pursuant to the Company's readiness programs, all major categories of
information technology systems and non-information technology systems (i.e.,
equipment with embedded microprocessors such as heating and cooling systems) in
use by both Cable Link and the Subsidiary, including accounting, repair
equipment, service orders and sales order processing have been addressed. In
addition the plans developed by the Company for information technology systems
and non-information technology systems have been implemented and the required
systems have been modified or replaced. The Company has taken the following
actions regarding its critical areas:
Accounting - The Company purchased and installed new accounting system
software and hardware or upgrades from outside vendors that are Year 2000
compliant. These upgrades and new systems were required to implement reporting
enhancements and were not purchased solely to become year 2000 compliant.
Repair equipment - All repair equipment has been tested and the
required modification or upgrades have been completed.
Sales and service order system - All modifications to software have
been made to be year 2000 compliant. These modifications have been tested.
The Company is also communicating with its major customers, suppliers and
financial institutions to assess the potential impact on the Company's
operations if those third parties fail to become Year 2000 compliant in a timely
manner. While this process is not complete, based on responses to date, it
appears that many of those customers and suppliers have only indicated that they
have in place Year 2000 readiness programs, without specifically confirming that
they will be Year 2000 compliant in a timely manner. Risk assessment, readiness
evaluation, and contingency plans are expected to be completed by December 31,
1999. The Company's key financial institutions have been surveyed and it is the
Company's understanding that they are or will be Year 2000 compliant on or
before December 31, 1999. The Subsidiary does not take responsibility for any
software purchased from the Subsidiary that does not allow for the year 2000
rollover. The Subsidiary is providing all major customers with information to
assist them in evaluating processing systems.
The costs incurred to date related to its Year 2000 activities have not been
material to the Company and based upon estimates, the Company does not believe
that the total cost of its Year 2000 readiness programs will have a material
adverse impact on the Company's results of operations or financial condition.
Based on the Company's current assessment of its information and
non-informational technology systems, it does not believe it is necessary to
develop extensive contingency plans for those systems. There can be no
assurance, however, that any of the Company's plans will be sufficient to handle
all problems or issues that may arise.
The Company believes that it is taking reasonable steps to identify and address
those matters that could cause serious interruptions in its business and
operations due to Year 2000 issues. However, delays in the implementation of new
systems, a failure to fully identify all Year 2000 deficiencies in the Company's
systems and in the systems of its suppliers, customers and financial
institutions, a failure of such third parties to adequately address their
respective Year 2000 issues, or a failure of any plan could have a material
adverse effect on the Company's business, financial conditions and results of
operations. For example, the Company would experience a material adverse impact
on its business if significant suppliers' systems fail to timely provide the
Company with necessary inventories or services due to Year 2000 system failures.
The statements set forth herein concerning Year 2000 issues which are not
historical facts are forward-looking statements that involve risks and
uncertainties that could cause actual results to differ materially from those in
the forward-looking statements. In particular, the costs associated with the
Company's Year 2000 programs and the time frame in which the
14
<PAGE> 15
Company plan to complete Year 2000 modifications are based upon management's
best estimates. These estimates were derived from internal assessments and
assumptions of future events. These estimates may be adversely affected by the
continued availability of personnel and system resources, and by the failure of
significant third parties to properly address Year 2000 issues. Therefore, there
can be no guarantee that any estimates, or other forward-looking statements will
be achieved, and actual results could differ significantly from those
contemplated.
OTHER
On June 21, 1999 the Company signed an agreement with Scientific-Atlanta which
authorizes and approves Cable Link Inc. as an in and out of warranty repair
facility.
On September 1, 1999 the Company began operating a single leased facility in
Hollywood, Florida. This facility services Cable Link's international customers
for sales and repair of CATV equipment, as well as the South East United State.
15
<PAGE> 16
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.
Not applicable.
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.
16
<PAGE> 17
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 Acqusition, 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.
There were no report on Form 8-K filed during the quarter for which
this report is filed.
(10) Consents. The consent of Groner, Boyle & Quillin, LLP
17
<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 November 4, 1999 By s/ Bob Binsky
---------------------------- ----------------------------------
Bob Binsky, Chairman of the Board
(principal executive officer)
18
<PAGE> 19
EXHIBIT INDEX
<TABLE>
<CAPTION>
PAGE IN
SEQUENTIALLY
NUMBERED
COPY
EXHIBIT
<S> <C> <C>
2.1. Articles of Incorporation of Cable Link, Inc., as amended (incorporated
by reference to Exhibit 2.1 of Form 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 2.1).
3.2. See Articles I, IV and VII of the Code of Regulations of the Registrant
(see Exhibit 2.2).
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., its
Shareholders, Brian Berger and Cable Link, Inc. dated May 18, 1998
</TABLE>
19
<PAGE> 20
<TABLE>
<CAPTION>
<S> <C> <C>
(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) *
Consent of Groner, Boyle & Quillin, LLP (incorporated by reference to *
Exhibit 10.1 to the Form 10-KSB40 of Registrant filed March 31, 1999,
Registration No. 0-23111)
</TABLE>
27. Financial Data Schedule (submitted electronically for SEC purposes
only)
*Incorporated by reference
20
<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, 1999 and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JUL-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 130,572
<SECURITIES> 0
<RECEIVABLES> 2,765,124
<ALLOWANCES> 131,473
<INVENTORY> 1,543,098
<CURRENT-ASSETS> 4,826,539
<PP&E> 2,012,029
<DEPRECIATION> 1,199,275
<TOTAL-ASSETS> 6,278,303
<CURRENT-LIABILITIES> 4,114,795
<BONDS> 0
0
0
<COMMON> 1,472,357
<OTHER-SE> 246,629
<TOTAL-LIABILITY-AND-EQUITY> 6,278,303
<SALES> 4,978,111
<TOTAL-REVENUES> 4,978,111
<CGS> 3,573,765
<TOTAL-COSTS> 5,032,611
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 48,340
<INCOME-PRETAX> 10,815
<INCOME-TAX> 6,002
<INCOME-CONTINUING> 4,813
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