<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, 2000.
[ ] 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: 4,749,602 shares of Common
Stock as of August 10, 2000.
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 June 30 6 Months Ending June 30
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net Revenues $ 2,533,460 $ 2,686,308 $ 4,612,124 $ 5,849,383
Cost of goods sold 1,707,690 1,764,966 2,933,437 3,838,812
Operating expenses 861,143 757,356 1,659,792 1,541,370
----------- ----------- ----------- -----------
Total Expenses 2,568,833 2,522,322 4,593,229 5,380,182
----------- ----------- ----------- -----------
Income (loss) from operations (35,373) 163,986 18,895 469,201
Interest expense (17,488) (14,432) (30,507) (45,769)
Other income (expense) 81 1,224 354 (8,987)
----------- ----------- ----------- -----------
Income (loss) before taxes (52,780) 150,778 (11,258) 414,445
Provision for taxes 3,060 - 3,060 60
----------- ----------- ----------- -----------
Income (loss) from continuing operations (55,840) 150,778 (14,318) 414,385
----------- ----------- ----------- -----------
Discontinued operations
Gain (loss) on disposal of discontinued operations 44,905 (354,583) 270,727 (776,843)
----------- ----------- ----------- -----------
Net income (loss) before cumulative effect of
change in accounting principle, net (10,935) (203,805) 256,409 (362,458)
Cumulative effect of change in accounting principle,
net - - - (42,246)
----------- ----------- ----------- -----------
Net income (loss) $ (10,935) $ (203,805) $ 256,409 $ (404,704)
=========== =========== =========== ===========
Basic EPS:
Income (loss) from continuing operations $ (0.03) $ 0.09 $ (0.01) $ 0.24
Gain (loss) on disposal of discontinued operations 0.02 (0.21) 0.16 (0.46)
Cumulative effect of change in accounting principle - - - (0.02)
----------- ----------- ----------- -----------
Net Income (loss) $ (0.01) $ (0.12) $ 0.15 $ (0.24)
Weighted average shares outstanding 1,708,936 1,695,076 1,702,963 1,694,680
Diluted
Income (loss) from continuing operations $ (0.03) $ 0.09 $ (0.01) $ 0.24
Gain (loss) on disposal of discontinued operations 0.02 (0.21) 0.14 (0.45)
Cumulative effect of change in accounting principle - - - (0.02)
----------- ----------- ----------- -----------
Net Income (loss) $ (0.01) $ (0.12) $ 0.13 $ (0.23)
Weighted average shares outstanding 1,939,502 1,725,653 1,925,972 1,725,257
</TABLE>
2
<PAGE> 3
CABLE LINK, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
2000 1999
JUNE 30 DECEMBER 31
(UNAUDITED) (AUDITED)
----------- -----------
ASSETS
Current Assets
Cash $ 42,647 $ 213,113
Accounts receivable, net 1,415,879 2,060,469
Income tax receivable 70,000 144,000
Inventories, net 1,313,417 1,557,257
Prepaid expenses 92,962 40,182
Deferred income taxes 517,000 517,000
Property & equipment available for sale - 50,000
Deposits 11,850 15,359
----------- -----------
Total current assets $ 3,463,755 $ 4,597,380
----------- -----------
Property and Equipment
Property and equipment, at cost 1,609,009 1,426,367
Accumulated Depreciation (967,704) (865,466)
----------- -----------
Total Property and Equipment 641,305 560,901
----------- -----------
Other Assets
Deferred tax asset 94,000 94,000
Deposits 26,739 27,238
----------- -----------
Total other assets 120,739 121,238
----------- -----------
TOTAL ASSETS $ 4,225,799 $ 5,279,519
=========== ===========
3
<PAGE> 4
CABLE LINK, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
2000 1999
JUNE 30 DECEMBER 31
(UNAUDITED) (AUDITED)
LIABILITIES
Current Liabilities
Current portion long-term obligation $ 4,980 $ 19,958
Notes Payable - Bank 1,382,431 2,216,218
Accounts payable 1,579,052 1,251,975
Accrued expenses 142,750 497,231
Accrued loss on discontinued operations 6,000 433,448
Covenants not to compete - 29,164
---------- ----------
Total current liabilities $3,115,213 $4,447,994
---------- ----------
Long-term obligations - 24,855
---------- ----------
Total Liabilities $3,115,213 4,472,849
---------- ----------
STOCKHOLDERS' EQUITY
Current Stockholders' Equity
Common stock 1,496,864 1,472,357
Additional paid-in capital 159,136 136,136
Retained earnings (545,414) (801,823)
---------- ----------
Total Stockholders' Equity 1,110,586 806,670
---------- ----------
TOTAL LIABILITIES AND EQUITY $4,225,799 $5,279,519
========== ==========
4
<PAGE> 5
CABLE LINK, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)
Six Months Ended June 30, 2000 and the year ended December 31, 1999
<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, 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 Loss - - - $(1,312,207) (1,312,207)
--------- ----------- ----------- ----------- -----------
BALANCE AT DECEMBER 31, 1999 1,695,076 $ 1,472,357 $ 136,136 $ (801,823) $ 806,670
Exercise of options and warrants 13,860 $ 24,507 23,000 - $ 47,507
Net Income - - - $ 256,409 $ 256,409
--------- ----------- ----------- ----------- -----------
BALANCE AT JUNE 30, 2000 1,708,936 $ 1,496,864 $ 159,136 $ (545,414) $ 1,110,586
========= =========== =========== =========== ===========
</TABLE>
5
<PAGE> 6
CABLE LINK, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED)
Six Months Ending June 30
<TABLE>
<CAPTION>
2000 1999
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 256,409 $ (404,704)
----------- -----------
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 110,738 272,854
Loss on sale of equipment 23,006 15,368
Cumulative effect of change in accounting principle - 42,246
Discontinued operations (427,448) -
(Increase) decrease in operating assets:
Accounts receivable 644,590 (16,158)
Income tax receivable 74,000 262,606
Inventories 243,840 567,404
Prepaid and other assets (48,772) (22,512)
Increase (decrease) in operating liabilities
Accounts payable 327,077 197,568
Accrued warranty (17,749) (48,028)
Acquisition bonus - (30,000)
Accrued expenses (354,481) (27,428)
----------- -----------
Total adjustments 574,801 1,213,920
----------- -----------
Net cash provided by operating activities 831,210 809,216
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (191,142) (102,610)
Proceeds from sales of equipment 26,994 63,897
----------- -----------
Net cash used in investing activities (164,148) (38,713)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sales of common stock 47,507 8,970
Payments on covenant not to compete liability (29,164) (117,500)
Net decrease in line of credit (808,787) (619,028)
Issuance of long term debt 150,000 14,515
Principal payments on debt (175,000) (49,040)
Payments on capital lease obligations (22,084) -
----------- -----------
Net cash used in financing activities (837,528) (762,083)
----------- -----------
Net increase (decrease) in cash (170,466) 8,420
Cash - beginning of period 213,113 61,418
----------- -----------
Cash - end of period $ 42,647 $ 69,838
=========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for interest $ 88,129 $ 113,319
Cash received for income taxes during the period, net $ (41,940) $ (243,532)
</TABLE>
6
<PAGE> 7
CABLE LINK, INC AND SUBSIDIARY
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NATURE AND SCOPE
Cable Link, Inc. (the "Parent") currently offers maintenance, technical and
logistics services, equipment calibration, testing and upgrading to video
communications equipment manufacturers and cable TV operators and maintains a
market in new and used cable equipment. It operates principally in the United
States and has recently begun developing business in the neighboring markets.
The Company has service facilities in Columbus, Ohio and Hollywood, Florida.
In 1998, the Parent purchased 100% of the stock of PC & Parts, Inc. dba. Auro
Computer Services (the "Subsidiary"). During the first quarter of 2000, the
Parent decided to close the Subsidiary and discontinue its operations. Prior to
that date, the Subsidiary resold computer hardware, assembled components into
personal computers, sold personal computer software and provided other computer
software and support services. The remaining assets and liabilities of the
Subsidiary are currently being liquidated.
The Parent began a foreign sales corporation (FSC) during 1998 to handle all
foreign sales. (The Parent and its subsidiaries are herein together sometimes
referred to as the "Company.")
On August 7, 2000, in a private placement, the Parent sold 3,040,666 newly
issued shares of its common stock to an affiliate of A Novo S.A. for
$12,000,000. Upon the sale, all but one of the Parent's directors resigned and
were replaced by five new directors designated by the buyer, and a new President
and Chief Executive Officer was elected by the reconstituted Board of Directors.
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 June 30, 2000, the consolidated results
of operations for the six months ended June 30, 2000 and consolidated cash flow
for the six months ended June 30, 2000. Interim results are not necessarily
indicative of results for a full year.
The balance sheet as of December 31, 1999 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 on Form 10-KSB.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements are on the accrual basis of accounting and
include the financial statements of the Parent, the FSC and the Subsidiary.
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.
NOTES PAYABLE - BANK
The Company has revolving credit lines with a bank for $2,350,000. The credit
lines are secured by substantially all assets of the Company and are payable on
demand. The lines mature on September 30, 2000, and interest is charged at prime
plus 2% (11.5% and 9.50% at June 30, 2000 and December 31, 1999, respectively).
Outstanding borrowings at June 30, 2000 and December 31, 1999 were $1,382,431
and $1,782,885, respectively.
7
<PAGE> 8
In connection with the acquisition of the Subsidiary, the Parent issued a note
payable to a bank for $500,000, with interest payable monthly at an annual rate
of prime plus 1% (10.5% and 9.5% at June 30, 2000 and December 31, 1999,
respectively). The principal balance at December 31, 1999 was $433,333. The note
was paid in full on June 30, 2000 by a draw under the revolving credit line.
On April 30, 2000, the Company committed to a draw note payable to a bank in the
face amount of $200,000, due September 30, 2000, with interest payable monthly
at an annual rate of 14%. The note was paid in full on June 30, 2000 by a draw
under the revolving credit line.
COVENANTS NOT TO COMPETE
Pursuant to the purchase agreement under which the Parent acquired the
Subsidiary, the Company paid the sellers $150,000 in monthly installments over
two years. Accordingly, a short-term and long-term liability was recognized. The
Company allocated $200,000 of the purchase price to a covenant not to compete to
be amortized using the straight-line method over the same two year period.
Additionally, the Company had a non-compete agreement with the Subsidiary's
former president through December 31, 1999, for which $82,500 was paid over six
months. Accordingly, a short-term asset and liability were recorded and
amortized using the straight-line method during 1999. The unamortized balance of
the covenants not to compete, which was $41,664, was written off during the
first quarter of 2000 in connection with the decision to discontinue operations
of the Subsidiary. The liability at June 30, 2000 and December 31, 1999 was $0
and $29,164, respectively.
REPORTABLE SEGMENTS
The Company implemented Financial Accounting Standards Board Statement No. 131
"Disclosures About Segment of an Enterprise and Related Information." Management
has elected to identify the Company's reportable segments based on operating
units: Cable Link, Inc. and PC & Parts dba. Auro Computer Services.
Information related to the Company's second quarter 2000 and 1999 reportable
segments is as follows:
<TABLE>
<CAPTION>
Cable Link, Inc Auro Computer Services Total Company
3 months 3 months 3 months 3 months 3 months 3 months
ending ending ending ending ending ending
June 30, 2000 June 30, 1999 June 30, 2000 June 30, 1999 June 30, 2000 June
30, 1999
<S> <C> <C> <C> <C> <C> <C>
Revenues $ 2,533,460 $ 2,686,308 $ 550 $ 3,512,680 $ 2,534,010 $ 6,198,988
Cost of revenues 1,707,690 1,764,966 (3,014) 3,187,502 1,704,676 4,952,468
----------- ----------- ----------- ----------- ----------- -----------
Gross margin 825,770 921,342 3,564 325,178 829,334 1,246,520
Operating expenses 861,143 757,356 106,840 629,401 967,983 1,386,757
----------- ----------- ----------- ----------- ----------- -----------
Operating income (loss) (35,373) 163,986 (103,276) (304,223) (138,649) (140,237)
Interest expenses (17,488) (14,432) (18,027) (35,868) (35,515) (50,300)
Other income (expenses) 81 1,224 28,922 3,578 29,003 4,802
----------- ----------- ----------- ----------- ----------- -----------
Operating income (loss) (52,780) 150,778 (92,381) (336,513) (145,161) (185,735)
Accrued loss on discontinued
operations - - 137,286 - 137,286 -
----------- ----------- ----------- ----------- ----------- -----------
Operating income (loss)
before change in accounting
principle, net (52,780) $ 150,778 $ 44,905 $ (336,513) $ (7,875) $ (185,735)
Cumulative effect of change
in accounting principle, net - - - - - -
----------- ----------- ----------- ----------- ----------- -----------
Operating income (loss)
after change in accounting
principle, net $ (52,780) $ 150,778 $ 44,905 $ (336,513) $ (7,875) $ (185,735)
=========== =========== =========== =========== =========== ===========
</TABLE>
8
<PAGE> 9
<TABLE>
<CAPTION>
Cable Link, Inc Auro Computer Services Total Company
6 months 6 months 6 months 6 months 6 months 6 months
ending ending ending ending ending ending
June 30, 2000 June 30, 1999 June 30, 2000 June 30, 1999 June 30, 2000 June 30, 1999
<S> <C> <C> <C> <C> <C> <C>
Revenues $ 4,612,124 $ 5,849,383 $ 990,495 $ 6,284,256 $ 5,602,619 $ 12,133,639
Cost of sales 2,933,437 3,838,812 860,867 5,749,361 3,794,304 9,588,173
------------ ------------ ------------ ------------ ------------ ------------
Gross margin 1,678,687 2,010,571 129,628 534,895 1,808,315 2,545,466
Operating expenses 1,659,792 1,541,370 387,049 1,218,561 2,046,841 2,759,931
------------ ------------ ------------ ------------ ------------ ------------
Operating income (loss) 18,895 469,201 (257,421) (683,666) (238,526) (214,465)
Interest expenses (30,507) (45,769) (57,622) (67,550) (88,129) (113,319)
Other income (expenses) 354 (8,987) 158,322 9,183 158,676 196
------------ ------------ ------------ ------------ ------------ ------------
Operating income (loss) (11,258) 414,445 (156,721) (742,033) (167,979) (327,588)
Accrued loss on discontinued
operations - - 427,448 - 427,448 -
------------ ------------ ------------ ------------ ------------ ------------
Operating income (loss)
before change in accounting
principle, net (11,258) $ 414,445 $ 270,727 $ (742,033) $ 259,469 $ (327,588)
------------ ------------ ------------ ------------ ------------ ------------
Cumulative effect of change
in accounting principle, net - (42,246) - - - (42,246)
------------ ------------ ------------ ------------ ------------ ------------
Operating income (loss)
after change in accounting
principle, net $ (11,258) $ 372,199 $ 270,727 $ (742,033) $ 259,469 $ (369,834)
============ ============ ============ ============ ============ ============
Total assets $ 4,549,634 $ 4,925,778 $ 14,671 $ 2,939,730 $ 4,564,305 7,865,508
Depreciation and
amortization expenses $ 110,738 $ 126,060 $ - $ 146,794 $ 110,738 272,854
</TABLE>
A reconciliation of the segments' operating income (loss) to the consolidated
net income (loss) is as follows:
<TABLE>
<CAPTION>
Three months Three months Six months Six months
ending ending ending ending
June 30, 2000 June 30, 1999 June 30, 2000 June 30, 1999
<S> <C> <C> <C> <C>
Segments operating income (loss) $ (7,875) $(185,735) $ 259,469 $(369,834)
Less:
Income tax expense (3,060) (3,422) (3,060) (5,574)
Goodwill amortization - (14,648) - (29,296)
-------- --------- --------- ---------
Consolidated net income (loss) $(10,935) $(203,805) $ 256,409 $(404,704)
</TABLE>
A reconciliation of the segments' total assets to the consolidated total assets
is as follows:
Six months Six months
ending ending
June 30, 2000 June 30, 1999
Segments total assets $ 4,564,305 $ 7,865,508
Plus:
Goodwill - 501,560
Less:
Investment in subsidiary at cost - (470,000)
Intercompany receivables (338,506) (807,484)
----------- -----------
Consolidated total assets $ 4,225,799 $(7,089,584)
9
<PAGE> 10
A reconciliation of the segments' total depreciation and amortization to the
consolidated total depreciation and amortization is as follows:
Six months Six months
ending ending
June 30, 2000 June 30, 1999
Segments total depreciation and
amortization $110,738 $243,558
Amortization of goodwill - 29,296
-------- -------
Consolidated total depreciation
and amortization $110,738 272,854
NEW ACCOUNTING PRONOUNCEMENT
In 1999, the Company adopted Statement of Position (SOP) 98-5 "Reporting of
Start-up Activities." This SOP required that costs of start-up activities,
including organization costs, be expensed as incurred. The SOP was reported as a
cumulative effect of a change in accounting principle in the amount of $26,246,
net of tax, for 1999.
In August 2000, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard ("SFAS") No. 139, "Rescission of FASB Statement
No. 53 and amendments to FASB Statement 63, 89 and 121," which was necessary due
to the extensive changes in the film industry since the issuance of the
Statements. We do not expect the adoption of SFAS No. 139 to have an impact on
our financial condition or results of operations.
No other accounting pronouncements have been issued that have any effect on the
company.
10
<PAGE> 11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.
The following discussion relating to Cable Link, Inc. and its subsidiaries
(together, the "Company") 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. (the "Parent") currently offers maintenance, technical and
logistics services, equipment calibration, testing and upgrading to video
communications equipment manufacturers and cable TV operators and maintains a
market in new and used cable equipment. It operates principally in the United
States and has recently begun developing business in the neighboring markets.
The Company has service facilities in Columbus, Ohio and Hollywood, Florida.
On August 7, 2000, in a strategic private placement, the Parent sold 3,040,666
shares of its common stock for $12 million to A Novo Americas LLC, a venture
controlled by A Novo S.A., a French corporation ("AN France"). AN France
currently operates in 14 countries where it offers logistics and technical
services and uses its own technologically advanced facilities and processing
know-how to diagnose, upgrade and recondition large quantities of high-tech
electronic equipment for payment terminals and for video communications,
telecommunications and information technology applications. The shares sold to
AN France represent approximately 64% of the Parent's currently outstanding
common stock, and directors designated by AN France now constitute a majority of
the Parent's Board of Directors. The Parent plans to use the new capital and its
relations with AN France to expand the geographical coverage of its operations
across North America and upgrade them to make them comparable to the operations
of AN France in Europe. See "Change in Control" in Item 5 of Part II of this
report.
In 1998, the Parent purchased 100% of the stock of PC & Parts, Inc. dba. Auro
Computer Services (the "Subsidiary"). In February 2000, the Company decided to
discontinue the Subsidiary's business, and the Subsidiary ceased operations on
February 21, 2000. Prior to that date, the Subsidiary resold computer hardware,
assembled components into personal computers, sold personal computer software
and provided other computer software and support services. The remaining assets
and liabilities of the Subsidiary are currently being liquidated.
NET REVENUES
Net revenues for the Parent for the second quarter ended June 30, 2000 were
$2,533,460 compared to $2,686,308 for the quarter ended June 30, 1999. This
represents a decrease of 5.7%. Net revenues for the six months ended June 30,
2000 were $4,612,124 as compared to $5,849,383 for the six-month period in 1999,
a decrease of 21.1%. The decrease in revenues is primarily due to a
non-recurring transaction of $765,000 with a single customer in the first
quarter of 1999.
COST OF REVENUES
For the quarter ended June 30, 2000, the Parent's cost of revenues was
$1,707,690 compared to $1,764,966 for the quarter ended June 30, 1999, a
decrease of 3.2%. Cost of revenues for the six months ended June 30, 2000 was
$2,933,437 as compared to $3,838,812 over the same six-month period in 1999, a
decrease of 23.6%. The decrease in 2000 is primarily attributable to a reduction
in production labor expense and product cost due to a decrease in revenues. The
decrease in labor cost is primarily the result of a reduction in labor force but
also reflects increased efficiencies and new procedures that have led to
improved productivity.
11
<PAGE> 12
OPERATING EXPENSES
Parent operating expenses for the quarter ended June 30, 2000 was $861,143
compared to $757,356 for the quarter ended June 30, 1999, an increase of 13.7%
over the comparable period in the previous year. Operating expenses for the six
months ended June 30, 2000 was $1,659,792 as compared to $1,541,370 over the
same six-month period in 1999, an increase of 7.7%. While the Ohio operations
managed to decrease its operating expenses, the start-up cost associated with
launching the Florida operations resulted in an over-all increase in operating
expenses.
INCOME FROM OPERATIONS
Parent income from operations for the quarter ended June 30, 2000 was $(35,373)
compared to $163,986 for the same quarter in the prior year, a decrease of 122%.
Income from operations for the six months ended June 30, 2000 was $18,895 as
compared to $469,201 over the same six month period in 1999, a decrease of 96%.
The decrease in income from operations is a result of a decrease in revenues and
an increase in operating expenses due to the launch of the Florida operations.
INCOME FROM DISCONTINUED OPERATIONS
Income from discontinued operations for the quarter ended June 30, 2000 was
$44,905 compared to $(336,513) for the same quarter in the prior year. Income
from discontinued operations for the six months ended June 30, 2000 was $270,727
as compared to $(742,033) over the same six month period in 1999. The increase
in income from discontinued operations is a result of better than expected
collections of accounts receivable as well as less operating expenses incurred
than originally accrued to close the Subsidiary's operations.
ACCOUNTS RECEIVABLE
Accounts receivable decreased $644,590 or 31.3% to a June 30, 2000 balance of
$1,415,879 from December 31, 1999. This decrease is due to improved collections
and the decrease in revenues for the six-month period. In addition, the accounts
receivable collections have been better than anticipated for the Subsidiary
since December 31, 1999.
INVENTORIES
Inventory decreased 15.7% or $243,840 from December 31, 1999 to June 30, 2000.
The decrease is attributable to the sale of the entire inventory of the
Subsidiary.
ACCOUNTS PAYABLE
Accounts payable increased 26.1% or $327,077 from December 31, 1999 to June 30,
2000. The majority of the increase is attributable to an increase in payables of
the Subsidiary during the first quarter.
SHORT TERM OBLIGATIONS
Short-term obligations decreased by $848,765 from $2,236,176 on December 31,
1999 to $1,387,411 on June 30, 2000. The Company was able to reduce these
obligations through application of improved cash flows generated by an
improvement in the timing of collections.
12
<PAGE> 13
WARRANTY
Warranties are extended on new, repaired and refurbished CATV products for
periods of up to one year. The Company's expense for CATV product warranties is
not material.
LIQUIDITY AND CAPITAL RESOURCES
In 1999 and the first six months of 2000, the Company financed its operations
primarily through internally generated funds and amounts available to it under
$2,350,000 revolving credit lines with a bank, which mature on September 30,
2000. At June 30, 2000, the Company had available $967,569 under such credit
lines. As a result of the discontinuance of the Subsidiary's operations, the
Parent is obligated to pay the Subsidiary's undischarged bank debt. As of June
30, 2000 the Company's bank debt was $1,382,431, including the balance of the
Subsidiary's bank debt of $824,098, although the balance continues to be reduced
by collections of the Subsidiary's accounts receivables. In view of the
substantial infusion of capital received by the Parent on August 7, 2000 (see
below), the payment of the Subsidiary's bank debt is not expected to have a
material effect on the Company's liquidity.
As of December 31, 1999, and as a result of the loss on discontinuance of the
Subsidiary's operations, the Company was in violation of several loan covenants
under its loan agreements with the bank. The bank has agreed to waive the
default.
Subsequent to June 30, 2000, the Parent sold shares of its common stock to an
affiliate of AN France in a strategic private placement for aggregate cash
proceeds of $12,000,000. See "Change in Control" in Item 5 of Part II below. The
Parent intends to use a portion of the proceeds of the $12 million investment to
reduce its currently outstanding bank debt and the related interest costs. As a
result of the investment, the Parent believes that it has sufficient liquidity
and capital to meet its working capital requirements during the next 12 months.
If the Company should require additional liquidity, it may seek bank or other
institutional borrowings or equity investments.
YEAR 2000
The Company had in place detailed programs to address Year 2000 readiness in its
internal control systems and with its key customers and suppliers. The Company
communicated with its major customers, suppliers and financial institutions to
assess the potential impact on the Company's operations if those third parties
failed to become Year 2000 compliant in a timely manner. Risk assessment,
readiness evaluation, and contingency plans were completed by December 31, 1999.
To date, the Company has not experienced any Year 2000 problems.
13
<PAGE> 14
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.
CHANGE IN CONTROL
Pursuant to an Investment Agreement (the "Investment Agreement") dated as of
August 4, 2000 between A Novo Americas LLC, a Delaware limited liability company
("A Novo"), and the Parent, on August 7, 2000, the Parent issued and sold to A
Novo in a private placement a total of 3,040,666 shares (the "Shares") of the
Parent's common stock, no par value (the "Common Stock") for a cash purchase
price of $12,000,000 (approximately $3.95 per share). As a result of this
investment, A Novo currently holds approximately 64% of the Parent's outstanding
shares of Common Stock.
A Novo Americas LLC, is majority owned by A Novo SA ("AN France"), which is
based in Paris and listed on the Paris Stock Exchange "Noveau Marche". AN France
has more than 2,700 employees. It offers logistics and technical services and
uses its own technologically advanced facilities and processing know-how to
diagnose, upgrade, recondition and repair large quantities of high-tech
electronic equipment for payment terminals and for video communications,
telecommunications and information technology applications. Its services are
marketed chiefly to systems operators and equipment manufacturers who have
recurring high-volume equipment maintenance requirements.
Pursuant to the Investment Agreement, if after completion of an audit it is
determined that the Shares issued to A Novo exceed 51% of the "Fully Diluted
Shares" (as described in the Investment Agreement and explained below), A Novo
will return the excess shares to the Parent. Conversely, if the audit determines
that the Fully Diluted Shares exceed the Shares issued to A Novo, the Parent
will issue to A Novo a corresponding number of additional shares of Common
Stock. The Fully Diluted Shares is equal to the sum of (i) the number of shares
of Common Stock outstanding on the date of the Investment Agreement, (ii) the
number of additional shares of Common Stock that would be outstanding if all
options, warrants and other rights to acquire Common Stock outstanding on the
date of the Investment Agreement were exercised, (iii) the Shares and (iv) a
number of shares equal to 5% of the Fully Diluted Shares.
The source of the funds used to purchase the Shares was A Novo's own capital,
which was provided by its members' capital contributions.
Pursuant to the Investment Agreement, on August 7, 2000, all of the directors of
the Company other than Bob Binsky resigned, and Daniel Auzan, Pierre Brodeur,
Louis Brunel, Andre Kudelski and Henri Triebel were appointed to the Company's
board of directors. Mr. Auzan was elected Chairman of the Board of Directors.
In connection with these transactions, Mr. Brunel, who is a manager of A Novo,
was also appointed President and Chief Executive Officer of the Parent, and Bob
Binsky relinquished his position as Chairman and Chief Executive Officer of the
Parent. Mr. Binsky has been retained by the Parent as its Chief Development
Officer under a five-year employment contract.
In connection with the Investment Agreement, A Novo, Mr. Binsky and the Parent
entered into a Shareholders Agreement dated as of August 4, 2000 (the
"Shareholders Agreement"), pursuant to which, among other things, Mr. Binsky
agreed that, upon A Novo's request, he will vote all shares of Common Stock held
by him in the same manner as A Novo votes
14
<PAGE> 15
its shares of Common Stock, and, consistent with A Novo's request, will cause
his shares of Common Stock (a) to be present and represented at, or absent from,
any regular or special meeting of the Parent's shareholders, (b) to be voted or
not voted at any such meeting in favor of or against any proposal submitted to a
vote of shareholders, and (c) to be voted or not voted by written consent in
favor of any action of shareholders to be effected by written consent. Mr.
Binsky currently owns 183,570 shares of Common Stock and holds options and
warrants to acquire an additional 716,860 shares of Common Stock.
Under the Shareholders Agreement, A Novo agreed to use its best efforts to cause
Mr. Binsky to be included in management's slate of nominees for election as a
director of the Parent (and vote all shares of Common Stock held by A Novo in
favor of his election as a director), for so long as Mr. Binsky is employed by
the Parent and owns 5% of the shares of Common Stock on a fully-diluted basis.
In connection with the change of control, the Company plans to change its fiscal
year end to September 30 to conform with the fiscal year of AN France.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) EXHIBITS.
NUMBER EXHIBIT
------ -------
10.1 Investment Agreement dated as of August 4, 2000 between A Novo Americas
LLC and Cable Link, Inc.
10.2 Shareholders Agreement dated as of August 4, 2000 between Bob Binsky, A
Novo Americas LLC and Cable Link, Inc.
10.3 Employment Agreement dated as of August 4, 2000 between Bob Binsky and
Cable Link, Inc.
27 Financial Data Schedule
(b) Reports on Form 8-K. None
15
<PAGE> 16
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
CABLE LINK, INC.
Dated August 14, 2000 By s/Louis Brunel
-------------------------- -----------------------------------
Louis Brunel, President and Chief
Executive Officer
(principal executive officer)
By s/Gerald S. Blaskie
-----------------------------------
Gerald S. Blaskie, Controller
(principal accounting officer)
16
<PAGE> 17
EXHIBIT INDEX
NUMBER EXHIBIT
------ -------
10.1 Investment Agreement dated as of August 4, 2000 between A Novo Americas
LLC and Cable Link, Inc.
10.2 Shareholders Agreement dated as of August 4, 2000 between Bob Binsky, A
Novo Americas LLC and Cable Link, Inc.
10.3 Employment Agreement dated as of August 4, 2000 between Bob Binsky and
Cable Link, Inc.
27 Financial Data Schedule
17
