GLOBALINK INC
10QSB, 1996-11-08
PREPACKAGED SOFTWARE
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                   FORM 10-QSB


     X       Quarterly report pursuant to Section 13 or 15(d) of the Securities
- -----------
             Exchange Act of 1934

             For the quarterly period ended September 30, 1996 or

___________  Transition report pursuant to Section 13 or 15(d) of the Securities
             
             Exchange Act of 1934

             For the transition period from _________ to _________

                         Commission file number 33-60296

                                 Globalink, Inc.
       (Exact name of small business issuer as specified in its charter)

             Delaware                                   54-1473222
    (State or other jurisdiction of                  (I.R.S. Employer
     incorporation or organization)                 Identification No.)

       9302 Lee Highway, 12th Floor, Fairfax, VA             22031
       (Address of principal executive offices)           (Zip Code)

     Registrant's telephone number, including area code (703) 273-5600


                                 Not Applicable
      (Former name, address and fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 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

Registrant had 5,341,352 shares of common stock outstanding
as of September 30, 1996.























<PAGE>



                                 GLOBALINK, INC.

                                TABLE OF CONTENTS






Part I            Financial Information:                               Page No.


         Item 1.           Financial Statements

                           Balance Sheets as of September 30, 1996,
                             and December 31, 1995                        1

                           Statements of Operations for the Three
                             Months Ended September 30, 1996, and
                             September 30, 1995                           2

                           Statements of Operations for the Nine
                             Months Ended September 30, 1996, and
                             September 30, 1995                           3

                           Statements of Cash Flows for the Nine
                             Months Ended September 30, 1996, and
                             September 30, 1995                           4

                           Notes to Interim Financial Statements          5

         Item 2.           Management's Discussion and Analysis
                             of Financial Condition and Results of
                             Operations                                   9



Part II           Other Information:

         Item 6.           Exhibits and Reports on Form 8-K               12












<PAGE>
<TABLE>
<CAPTION>

Item 1.  Financial Statements
                                             GLOBALINK, INC.
                                             BALANCE SHEETS

                                                                            September 30,    December 31,
                                                                                1996             1995
                                                                           --------------    --------------
ASSETS                                                                      (Unaudited)        (Audited)
<S>                                                                           <C>               <C>

  Current Assets:
                     Cash and cash equivalents                           $        52,048   $       819,846
                     Marketable securities                                       400,000         1,579,237
                     Accounts receivable, net of allowances of
                          $2,043,885 and $3,107,001                            9,980,578         7,180,600
                     Inventories                                                 711,257           585,350
                     Prepaid expenses and deposits                               356,973           263,051
                     Other receivables                                           124,442            93,252
                                                                           --------------    --------------

                        Total Current Assets                                  11,625,298        10,521,336

   Equipment and Furniture, net of accumulated
        depreciation of $709,631 and $441,349                                    917,620           979,534

   Capitalized Software, net of accumulated
        amortization of $4,518,165 and $4,079,950                                854,513           951,324
                                                                           --------------    --------------

                        Total Assets                                     $    13,397,431   $    12,452,194
                                                                           ==============    ==============

LIABILITIES AND STOCKHOLDERS' EQUITY

  Current Liabilities:
                     Accounts payable - trade                            $     2,078,844   $     1,793,705
                     Accrued and other liabilities                               849,141           795,749
                     Current portion of notes payable                          1,279,000           740,000
                                                                           --------------    --------------

                        Total Current Liabilities                              4,206,985         3,329,454

   Long-Term Notes Payable                                                       283,639           388,889

   Deferred Rent                                                                  71,083            83,579

   Stockholders' Equity:
                     Common stock, $.01 par value, 20,000,000 shares
                           authorized, 5,341,352 and 5,304,017 shares
                           issued and outstanding                                 53,414            53,040
                     Additional paid-in capital                               17,408,731        17,246,384
                     Accumulated deficit                                      (8,626,421)       (8,649,152)
                                                                           --------------    --------------

                        Total Stockholders' Equity                             8,835,724         8,650,272
                                                                           --------------    --------------

                        Total Liabilities and Stockholders' Equity       $    13,397,431   $    12,452,194
                                                                           ==============    ==============
<FN>

                The accompanying notes are an integral part of these statements.

                                               1

</FN>

<PAGE>
<CAPTION>






                                             GLOBALINK, INC.
                                         STATEMENTS OF OPERATIONS

                                                                                 Three Months Ended
                                                                                    September 30,
                                                                               1996              1995
                                                                           --------------    --------------
                                                                            (Unaudited)       (Unaudited)
<S>                                                                            <C>              <C>
                  

Product sales (net of returns and allowances)                            $     3,650,517   $     3,496,629
Translation service revenue                                                      540,176           172,336
                                                                           --------------    --------------
                                                                               4,190,693         3,668,965
Costs and Expenses:
                   Cost of products sold                                         496,963           642,016
                   Amortization of capitalized software                          184,073            44,130
                   Direct labor and fringes                                      287,642           108,959
                   Development                                                   347,477           465,460
                   Selling, marketing and other                                2,093,365         2,948,630
                   Administrative                                                864,187           749,096
                                                                           --------------    --------------
                                                                               4,273,707         4,958,291
                                                                           --------------    --------------

Loss From Operations                                                             (83,014)       (1,289,326)

                              Interest (expense) income, net                     (15,938)           16,802
                                                                           --------------    --------------

Loss Before Income Taxes                                                         (98,952)       (1,272,524)

                              Income tax expense                                       0                 0
                                                                           --------------    --------------

Net Loss                                                                 $       (98,952)  $    (1,272,524)
                                                                           ==============    ==============

Loss per common share                                                    $         (0.02)  $         (0.24)
                                                                           ==============    ==============

Average number of common shares and common share
   equivalents outstanding during the period                                   5,341,352         5,300,702
                                                                           ==============    ==============














<FN>

                The accompanying notes are an integral part of these statements.

                                              2
</FN>

<PAGE>
<CAPTION>





                                             GLOBALINK, INC.
                                         STATEMENTS OF OPERATIONS

                                                                                  Nine Months Ended
                                                                                    September 30,
                                                                               1996              1995
                                                                           --------------    --------------
                                                                            (Unaudited)       (Unaudited)
<S>                                                                           <C>               <C>


Product sales (net of returns and allowances)                            $    10,925,914   $    12,845,548
Translation service revenue                                                    1,019,509           541,982
                                                                           --------------    --------------
                                                                              11,945,423        13,387,530
Costs and Expenses:
                   Cost of products sold                                       1,363,692         2,163,727
                   Amortization of capitalized software                          438,215           286,950
                   Direct labor and fringes                                      546,223           322,076
                   Development                                                 1,074,504         1,193,239
                   Selling, marketing and other                                6,079,346         8,016,335
                   Administrative                                              2,405,155         2,173,522
                                                                           --------------    --------------
                                                                              11,907,135        14,155,849
                                                                           --------------    --------------

Earnings (Loss) From Operations                                                   38,288          (768,319)

                              Interest (expense) income, net                     (15,557)          100,729
                                                                           --------------    --------------

Earnings (Loss) Before Income Taxes                                               22,731          (667,590)

                              Income tax expense                                       0                 0
                                                                           --------------    --------------

Net Earnings (Loss)                                                      $        22,731   $      (667,590)
                                                                           ==============    ==============

Earnings (loss) per common share                                         $          0.00   $         (0.13)
                                                                           ==============    ==============

Average number of common shares and common share
   equivalents outstanding during the period                                   5,340,876         5,289,591
                                                                           ==============    ==============














<FN>

                The accompanying notes are an integral part of these statements.

                                              3
</FN>

<PAGE>
<CAPTION>





                                             GLOBALINK, INC.
                                         STATEMENTS OF CASH FLOWS

                                                                                  Nine Months Ended
                                                                                    September 30,
                                                                               1996              1995
                                                                           --------------    --------------
                                                                            (Unaudited)       (Unaudited)
<S>                                                                           <C>               <C>
Increase (Decrease) in Cash and Cash Equivalents

Cash flows from operating activities
  Net earnings (loss)                                                    $        22,731   $      (667,590)
  Adjustments to reconcile net earnings (loss) to net cash
    used in operating activities
              Amortization of capitalized software                               438,215           286,950
              Depreciation                                                       268,282           186,863
              Change in Assets and Liabilities
                   Increase in accounts receivable                            (2,799,978)         (964,533)
                   Increase in inventories                                      (125,907)          (63,547)
                   Increase in prepaid expenses and deposits                     (93,922)         (109,328)
                   (Increase) decrease in other receivables                      (31,190)           16,160
                   Increase (decrease) in accounts payable                       285,139          (435,617)
                   Increase in accrued and other liabilities                      53,392           162,406
                   Decrease in deferred rent                                     (12,496)           (3,790)
                                                                           --------------    --------------

                             Total Adjustments                                (2,018,465)         (924,436)
                                                                           --------------    --------------

                             Net cash used in operating activities            (1,995,734)       (1,592,026)

Cash flows from investing activities
  Decrease in marketable securities                                            1,179,237         2,051,756
  Increase in capitalized software                                              (341,404)         (292,348)
  Capital expenditures for equipment and furniture                              (206,368)         (460,997)
                                                                           --------------    --------------

                             Net cash provided by investing activities           631,465         1,298,411

Cash flows from financing activities
  Issuance of common stock                                                       162,721           161,173
  Proceeds from issuance of debt                                                 433,750           858,889
                                                                           --------------    --------------

                             Net cash provided by financing activities           596,471         1,020,062
                                                                           --------------    --------------

                             Net (decrease) increase in cash                    (767,798)          726,447

Cash and cash equivalents at beginning of period                                 819,846           503,367
                                                                           --------------    --------------

Cash and cash equivalents at end of period                               $        52,048   $     1,229,814
                                                                           ==============    ==============


<FN>

                The accompanying notes are an integral part of these statements.

                                              4
</FN>
</TABLE>

<PAGE>

                                 GLOBALINK, INC.

                      NOTES TO INTERIM FINANCIAL STATEMENTS

                               SEPTEMBER 30, 1996

NOTE A -- Summary of Significant Accounting Policies

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting  principles and with the instructions to Form
10-QSB.  Accordingly,  they do not include all of the  information and footnotes
required by generally  accepted  accounting  principles  for complete  financial
statements.  In the opinion of management,  all adjustments  (consisting only of
normal recurring  accruals)  considered  necessary for a fair  presentation have
been included.  The results of operations for the interim period ended September
30, 1996, are not  necessarily  indicative of the results to be expected for the
full year. For further  information,  refer to the financial  statements and the
related footnotes included in the Company's audited financial statements for the
year ended December 31, 1995.

NOTE B -- Acquisition of MicroTac Software

On November 22, 1994,  the  stockholders  of Globalink,  Inc.  (Globalink),  and
MicroTac  Software,  Inc.  (MicroTac),  approved the  acquisition of MicroTac by
Globalink  (collectively  referred  to as  the  Company).  The  closing  of  the
acquisition  was  executed  on  December  22,  1994,  in a business  combination
accounted for as a pooling of interest.  MicroTac,  which developed and marketed
foreign  language  translation  software,  became a  wholly-owned  subsidiary of
Globalink through the exchange of 880,000 shares of Globalink's common stock for
all the outstanding  stock of MicroTac.  The accompanying  financial  statements
reflect the combined  accounts of the companies for the periods  presented,  and
financial  statements for prior periods have been restated to give effect to the
combination.

NOTE C -- Composition of Certain Financial Statement Captions

1.       Cash and Cash Equivalents

The Company considers all highly liquid securities  purchased with a maturity of
three months or less to be cash equivalents.

2.       Marketable Securities

Marketable  securities  consist of U.S.  Government debt securities which mature
within one year. The Company  classifies  debt  securities as  held-to-maturity.
Held-to-maturity securities are carried at amortized cost which equals estimated
fair value.

3.       Inventories

Inventories  consist of finished goods and  work-in-process  which are stated at
the lower of first-in, first-out (FIFO) cost or market.

4.       Prepaid Expenses and Deposits

Prepaid expenses and deposits  consist of prepaid  advertising and brochures and
other prepaid amounts. The Company expenses the costs of first-time  advertising
when the material is published.  Prepaid  advertising  and brochures  consist of
advertising  costs paid in  advance of  publication.  Also  included  in prepaid
advertising and brochures expense are the costs of developing  various marketing
and  product  materials  for new  software.  These costs are  expensed  when the
software is released.

                                       5

<PAGE>

              NOTES TO INTERIM FINANCIAL STATEMENTS -- (Continued)


5.       Equipment and Furniture

Equipment and furniture  consist of office and other equipment and furniture and
fixtures.  Depreciation is provided for in amounts sufficient to relate the cost
of depreciable assets to operations over their estimated service lives,  ranging
from three to seven years. The straight-line  method of depreciation is followed
for all assets for financial  reporting  purposes.  Accelerated methods are used
for tax purposes.

6.       Capitalized Software

The  Company  capitalizes   certain  initial  software   development  costs  and
enhancements   thereto  incurred  after   technological   feasibility  has  been
demonstrated.  To date,  all products  and  enhancements  thereto have  utilized
proven  technology.  Such  capitalized  amounts are  amortized  commencing  with
product  introduction over the greater of the ratio of current gross revenue for
a product to the total expected gross revenue over the life of that product,  or
the straight-line  method over the remaining  estimated  economic life,  ranging
from three to six  years.  The  unamortized  capitalized  costs by  product  are
reduced to an amount not to exceed the future net realizable value by product at
each balance sheet date.

8.       Accrued and Other Liabilities

Accrued and other liabilities consist of accrued salaries, commissions,  payroll
taxes and fringe benefits, accrued royalties and other accrued liabilities.

NOTE D - Employment Agreements

The Company has entered into  employment  agreements with four of its employees.
The agreements are each for a three-year  period  commencing  between March 1995
and June 1996 and will  renew  automatically  for  succeeding  periods of 1 year
unless sooner terminated.  In the event the Company terminates without cause the
employment of any of these employees, the employee shall receive an amount equal
to one year's base salary plus accrued benefits and incentive compensation.  The
agreements contain a provision which triples certain amounts due in the event of
a hostile takeover.  The agreements also contain  provisions for the accelerated
vesting of options if certain defined changes to the composition of the Board of
Directors should occur.

Note E - Warrants and Stock Options

1.       Warrants - Translator Associates

At December 31, 1994, the Company had outstanding  warrants for a total of 5,247
shares  of its  common  stock  exclusively  to  Translator  Associates  Partners
exercisable  at a price of $.32 per share.  At the date of grant,  the  exercise
price  approximated  or was greater  than the fair market value of the shares at
that time. The warrants  became  exercisable on December 29, 1989, and expire on
December 29, 1999. During 1995, the original warrants  representing 5,247 shares
were  exercised by  Translator  Associates.  An additional  8,501  warrants were
issued and exercised at $5.25 per share by Translator  Associates  under certain
preemptive rights attached to the warrants.  At December 31, 1995, there were no
outstanding warrants to Translator Associates.

2.          Warrants - M.H. Meyerson and Company, Inc.

The Company had  outstanding  warrants to M.H.  Meyerson for 50,000 units,  each
unit  consisting  of two shares of common  stock and one common  stock  purchase
option at $8.00 per share. At the date of grant, the exercise price approximated
or was  greater  than the fair  market  value of the  shares at that  time.  The
warrants were exercisable at $12.00 per unit for a five-year period,  commencing
in June 1994. The warrants and related options were exercised in June 1994 for a
total of $1,000,000.

                                       6


<PAGE>

               NOTES TO INTERIM FINANCIAL STATEMENTS - (Continued)


3.       Warrants - Other

The Company had  outstanding  575,000  warrants to purchase  one share of Common
Stock at $8.00 per share. At the date of grant, the exercise price  approximated
or was  greater  than the fair  market  value of the  shares at that  time.  The
warrants were  redeemable by the Company for $.01 per warrant,  upon thirty (30)
days prior written notice,  provided the average closing bid price of the Common
Stock for ten (10)  consecutive  trading  days ending not more than fifteen (15)
days prior to the date of the redemption  notice was $9.00 or more per share. As
of March 1994, the average  closing bid price of the Common Stock had been above
$9.00 for more than ten (10)  trading  days.  Accordingly,  in April  1994,  the
Company  exercised  its  right to call  these  warrants.  The  Company  received
$4,597,920  less  related  expenses  of  $34,439  from the  exercise  of 574,740
warrants. The remaining 260 warrants were redeemed at $.01 per warrant.

4.       Options - Other

At September  30, 1996,  and  December  31,  1995,  the Company had  outstanding
options to purchase 62,500 and 40,000 shares,  respectively,  of common stock to
individuals at exercise  prices  ranging from $6.50 to $10.00 per share.  At the
date of grant,  the  exercise  price  approximated  or was greater than the fair
market value of the shares at that time. The options have a term of 5 years.

5.       Options - Officers and Directors

At September  30, 1996,  and  December  31,  1995,  the Company had  outstanding
options to purchase 569,000 and 416,000 shares, respectively, of common stock to
current and  previous  officers of the Company at exercise  prices  ranging from
$3.00 to $11.00 per share. At the date of grant, the exercise price approximated
or was  greater  than the fair  market  value of the  shares at that  time.  The
options have a term of 5 years.

At September  30, 1996,  and  December  31,  1995,  the Company had  outstanding
options to  purchase  40,000  shares of common  stock to members of the Board of
Directors  at an  exercise  price of $4.00 per share  under the  Company's  1992
Directors'  Non-Qualified  Stock Option Plan. At the date of grant, the exercise
price  approximated  or was greater  than the fair market value of the shares at
that time. The options expire in December 1997.

At September  30, 1996,  and  December  31,  1995,  the Company had  outstanding
options to purchase 140,000 and 40,000 shares, respectively,  of common stock to
members of the Board of Directors at exercise prices ranging from $6.00 to $9.18
per share. At the date of grant, the exercise price  approximated or was greater
than the fair market  value of the shares at that time.  The options have a term
of 5 years.

6.       Options - Employees

At September  30, 1996,  and  December  31,  1995,  the Company had  outstanding
options to purchase 275,350 and 270,800 shares of common stock, respectively, to
certain employees of the Company at exercise prices ranging from $6.38 to $14.88
per share. At the date of grant, the exercise price  approximated or was greater
than the fair market  value of the shares at that time.  The options have a term
of 5 years.

                                       7

<PAGE>

               NOTES TO INTERIM FINANCIAL STATEMENTS - (Continued)


NOTE F - Export Sales

The Company sells software abroad through distributors, dealers and mail orders.
During the nine months  ended  September  30,  1996,  export sales to France and
Germany totaled  $2,096,000 and $1,529,000,  respectively,  or approximately 18%
and 13% of total sales,  respectively.  During the corresponding period in 1995,
export sales to Germany totaled  $1,748,000 or approximately 13% of total sales.
Total export sales for the nine months ended  September 30, 1996 and 1995,  were
approximately $6,427,000 and $6,034,000,  respectively.  Substantially all sales
are completed in U.S.  Dollars.  For those  transactions  completed in a foreign
currency,  the company has taken foreign exchange  hedging  positions to prevent
any potential foreign currency exchange risk.

NOTE G - Concentration of Credit Risk

Due to the nature of the Company's business, sales to a few customers, primarily
software  distributors,  have  accounted  for a  significant  percentage  of the
Company's  sales.  During  the nine  months  ended  September  30,  1996,  three
customers accounted for 38% of total sales.  During the corresponding  period in
1995,  one  customer  accounted  for  more  than 14% of  total  sales.  Accounts
receivable at September 30, 1996, and December 31, 1995,  include  approximately
$6,499,000 and $4,473,000, respectively, in amounts due from five customers.

Note H - Subsequent Event

In an October 1996 private  placement the Company sold three Prepaid Warrants at
$500,000 each for a total  consideration of $1,500,000.  Each Prepaid Warrant is
convertible  into common  shares of the Company to be determined by dividing (x)
the  exercise  amount  by (y) the  lower of (1) the  arithmetic  average  of the
closing  price  of  the  common  stock  on the  five  consecutive  trading  days
immediately  preceding  the  exercise  date or (2) the  closing bid price on the
trading  date prior to the  closing  date.  The three  Prepaid  Warrants  may be
converted on the ninetieth,  one hundred  twentieth and one hundred fiftieth day
following  the closing  date,  respectively.  The  purchaser  will also  receive
additional  warrants to  purchase  common  shares  equal to 10% of the number of
shares received upon conversion of the Prepaid Warrants.  In connection with the
private placement, Tanner Unman Securities,  Inc., the placement agent, received
warrants to purchase 20,000 common shares of the Company.

                                       8

<PAGE>

PART I.           FINANCIAL INFORMATION

Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations

Results of Operations

The  Registrant's  net loss for the three months ended  September 30, 1996,  was
$99,000  compared to a net loss of $1,273,000  for the  corresponding  period in
1995.  Revenues for the same three month period increased 14% to $4,191,000 from
$3,669,000.  For the nine months ended  September  30, 1996,  the net income was
$23,000 compared to a net loss of $668,000 for the corresponding period in 1995.
Revenues  for the same nine  month  period  decreased  11% to  $11,945,000  from
$13,388,000.

Product  sales for the three months ended  September  30, 1996,  increased 4% to
$3,651,000 from $3,497,000 for the  corresponding  period in the prior year. For
the nine months  ended  September  30,  1996,  product  sales  decreased  15% to
$10,926,000 from $12,846,000 for the corresponding period in the prior year. The
decrease  is  primarily  due to  the  Company's  increasing  efforts  to  reduce
distributor  inventory and align  sell-through  campaigns with sales of products
into the  channels.  The Company  continues  to open new  distributor  channels,
increase growth in the existing  distributor  channels and pursue additional OEM
opportunities.  The Language  Assistant Series  Localized  version and the Power
Translator and Language  Assistant  Series  versions for Windows in CD-ROM media
have been the primary vehicle for sales to the Company's  distributors  and have
been well  accepted.  In addition,  the Company  introduced  Web  Translator and
Telegraph  in March 1996 and Power  Translator  6.0 in June 1996 which have also
been well accepted and  contributed  to sales during the period ended  September
30, 1996.

International sales for the three months ended September 30, 1996,  decreased 1%
to $1,915,000 from $1,934,000 for the corresponding period in 1995. For the nine
months ended September 30, 1996,  international sales increased 6% to $6,427,000
from $6,034,000 for the  corresponding  period in 1995. The primary exports have
been to Europe, Canada, Mexico and Latin America.  International sales have been
attributable to further  development of the Company's  network of  international
distributors,  along with additional OEM contracts entered into in Latin America
and  Europe.  The Company has also  shifted  its focus in  Europe away from  the
exclusive use of key major  distributors  towards smaller,  more active,  second
tier  distributors who are better able to promote and sell its products into the
retail channel of their respective geographical locations.

Translation  service  revenue for the three  months  ended  September  30, 1996,
increased  213% to $540,000  from $172,000 for the  corresponding  period in the
prior year. For the nine months ended  September 30, 1996,  translation  service
revenue increased 88% to $1,020,000 from $542,000 for the  corresponding  period
in 1995. The increase resulted from increased revenue  generating efforts by the
department's  personnel who were previously  concentrating on the translation of
localized  versions  of the Company's new products.  In addition, the department
has  increased  its focus on  obtaining  larger jobs and  establishing long term
projects with its customers.

Sales returns and  allowances  increased to $3,114,000 for the nine months ended
September 30, 1996, compared to $2,680,000 for the corresponding period in 1995.
The  increase is  attributable  to the  Company's  continuing  efforts to reduce
distributor  inventory and align  sell-through  campaigns with sales of products
into the channels.  Distribution  agreements  typically  allow for the return of
certain  merchandise to provide for stock  balancing.  The Company  continuously
monitors these programs and makes appropriate  accruals monthly to handle future
distribution stock balancing. The following table shows the gross product sales,
returns and net product sales for the periods indicated.

<TABLE>
<CAPTION>
                                                                      Nine months ended September 30,
                                                                      1996                      1995
                                                                  --------------------------------------
<S>                                                                 <C>                       <C>

     Gross Product Sales                                          $ 14,040,122              $ 15,525,774
     Returns                                                        (3,114,208)               (2,680,226)
                                                                  --------------------------------------
     Net Product Sales                                            $ 10,925,914              $ 12,845,548
                                                                  --------------------------------------
</TABLE>

                                       9

<PAGE>

Cost of products sold for the three months ended  September 30, 1996,  decreased
22% to $497,000  from $642,000 for the  corresponding  period in the prior year.
For the nine months ended  September 30, 1996,  cost of products sold  decreased
37% to $1,364,000  from  $2,164,000  for the  corresponding  period in the prior
year.  The  decrease in cost of products  sold was  primarily  due to  decreased
product sales along with  decreased cost of certain  packaging  components and a
shift in the  mixture  of  products  sold.  This  shift  was both to the  CD-ROM
editions of the Power Translator and the Language Assistant Series product lines
and  additional  OEM  contracts  which  contribute  higher  margins along with a
decrease in the Language  Computers  which carried lower  margins.  Gross profit
margin was 88% for the three months ended  September  30, 1996,  compared to 83%
for the  corresponding  period in 1995. For the nine months ended  September 30,
1996, gross profit margin was 89% compared to 84% for the  corresponding  period
in 1995.  The increase in gross profit margin was directly  attributable  to the
decrease in cost of products sold.

Amortization  of capitalized  software for the three months ended  September 30,
1996,  increased 317% to $184,000 from $44,000 for the  corresponding  period in
the prior year. For the nine months ended  September 30, 1996,  amortization  of
capitalized   software   increased   53%  to  $438,000  from  $286,000  for  the
corresponding  period in the prior year.  The  increase is due to the release of
new products in 1996 for which previously capitalized development costs began to
be amortized.

Direct labor and fringes,  which principally include charges for independent and
in-house translators within the translation  services group,  increased 164% for
the three months ended  September  30, 1996,  to $288,000  from $109,000 for the
corresponding  period in 1995,  as a result of the  increased  revenues for this
group.  For the nine months ended  September 30, 1996,  direct labor and fringes
increased 70% to $546,000 from  $322,000 for the  corresponding  period in 1995.
These expenses decreased from 59% to 54% as a percentage of Translation Services
revenues. This decrease was primarily attributable to fluctuations in the number
and relative size of jobs being  performed,  as the gross margin varies with the
size  of the job due to the  fixed  administrative  tasks  which  still  must be
performed.

Product   development   expenses,   which   consist  of  the  current   cost  of
non-capitalizable development expenses, decreased 25% for the three months ended
September 30, 1996, to $347,000  from $465,000 for the  corresponding  period in
the  prior  year.  For  the  nine  months  ended  September  30,  1996,  product
development  expenses  decreased  10% to  $1,075,000  from  $1,193,000  for  the
corresponding  period  in the  prior  year.  The  decrease  was a result  of the
Company's  completion  of  several  new  products  resulting  in  reduced  costs
associated  with  certain   outside   consultants  who  were  assisting  in  the
development of those products.

Selling,  marketing  and other  expenses,  which  include  the costs of selling,
marketing,  customer  support,  shipping and  administration  for product sales,
decreased 29%, or $856,000,  to $2,093,000 for the three months ended  September
30, 1996,  from  $2,949,000 for the  corresponding  period in 1995. For the nine
months ended September 30, 1996, selling, marketing and other expenses decreased
24%, or $1,937,000,  to $6,079,000 from $8,016,000 for the corresponding  period
in 1995.  This decrease was primarily  attributable  to the decrease in revenues
along with the Company's  increased focus of fiscal  resources on more effective
promotion and advertising programs, particularly in print media and retail store
promotions.  In  addition,  the  Company  was  increasing  its  sales  force and
instituting  new incentive plans during the  corresponding  period in 1995 as it
was expanding  internationally  into Europe,  Canada,  Mexico and Latin America.
Other costs within this category,  such as sales  commissions,  travel and other
similar costs, are generally related to revenues and decreased accordingly.

                                       10


<PAGE>

General and  administrative  expenses  consist  primarily of payroll and related
expenses,  occupancy costs,  travel and related expenses for senior  management,
finance and  accounting,  legal and  administration.  For the three months ended
September 30, 1996, these expenses increased 15%, or $115,000,  to $864,000 from
$749,000  for the  corresponding  period in the prior year.  For the nine months
ended  September  30,  1996,  these  expenses  increased  11%, or  $231,000,  to
$2,405,000 from $2,174,000 for the  corresponding  period in the prior year. The
increases occurred in the areas of payroll, travel,  professional fees, business
taxes and  depreciation as a result of additional  expenses  incurred to support
the growth of the Company.

Interest  expense was $16,000 for the three  months  ended  September  30, 1996,
compared to interest income of $17,000 for the corresponding period in 1995. For
the nine months ended September 30, 1996,  interest expense was $16,000 compared
to interest  income of $101,000 for the  corresponding  period in 1995. This was
due to interest expense incurred as a result of draws on the Company's revolving
and equipment lines of credit.  The previous interest income was attributable to
short-term  investments  made by the Company after receiving the proceeds of the
redemption of the warrants in May 1994.

Income Tax Expense

No provision  for income taxes was required due to the  Company's  net operating
loss  carryforwards.  Approximately  $7,444,000  of net  operating  loss ("NOL")
carryforwards existed at December 31, 1995.  Accordingly,  the NOL carryforwards
at September 30, 1996, are sufficient to cover any potential  income tax expense
generated as a result of the earnings as reported.

Liquidity and Financial Resources

The Company  anticipates  that the net  proceeds  from the private  placement in
October 1996,  together with cash flow from operations,  existing cash balances,
and periodic borrowings under the Company's bank line of credit will be adequate
to meet the Company's expected cash requirements through 1996. In addition,  the
Company  has  received  and is  considering  a number  of  offers  for an equity
placement to raise up to  $5,000,000  in  additional  capital to be used for the
funding of marketing  and sales  programs  directed at the  introduction  of the
Company's new  products.  The Board of Directors  has  instructed  the Executive
Committee  and  certain  officers of the Company to  investigate  these  various
financing options and make a recommendation for final selection.

While operating  activities may provide cash in certain  periods,  to the extent
the Company  experiences growth in the future, the company  anticipates that its
operating and product  development  activities  may use cash and,  consequently,
such growth may require the Company to obtain  additional  sources of financing.
There can be no assurances that  unforeseen  events may not require more working
capital than the Company currently has at its disposal.

The Company has secured a  $2,000,000  revolving  short-term  line of credit,  a
$2,000,000  revolving  intermediate line of credit and a $750,000 equipment line
of credit with First Union National Bank. As of September 30, 1996,  there was a
$1,000,000 loan balance outstanding under the revolving intermediate line, which
is being used to bridge  cash needs  between  maturity  dates of its  short-term
investments.  The Company has borrowed  $563,000 under the equipment line to pay
off prior financing of equipment  purchases and to finance additional  equipment
purchases.

Other than as discussed above, the Company is not aware of any known trends,  or
uncertainties,  that have had or are reasonably likely to have a material effect
on the Company's liquidity, capital resources or operations.

                                       11

<PAGE>

PART II.          OTHER INFORMATION

Item 6.           Exhibits and Reports on Form 8-K

         a.       Exhibits

                  None.

         b.       Reports on Form 8-K

                  None.

                                       12

<PAGE>

SIGNATURES





         Pursuant to the  requirements  of the  Securities  and  Exchange Act of
1934,  the  registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.



                                                      GLOBALINK, INC.
                                                       (Registrant)




Date:  November 8, 1996                   By:  /s/Ronald W. Johnston
       ----------------                        -------------------------------
                                               Ronald W. Johnston
                                               Chief Operating Officer
                                               (Acting Chief Financial Officer)

                                       13


<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     This schedule contains summary financial information extracted from the
     September 30, 1996, Financial Statements and is qualified in its entirety
     by reference to such financial statements.
</LEGEND>
       
<S>                                         <C>
<PERIOD-TYPE>                                    9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               SEP-30-1996
<CASH>                                          52,048
<SECURITIES>                                   400,000
<RECEIVABLES>                               12,024,463
<ALLOWANCES>                                 2,043,885
<INVENTORY>                                    711,257
<CURRENT-ASSETS>                            11,625,298
<PP&E>                                       1,627,251
<DEPRECIATION>                                 709,631
<TOTAL-ASSETS>                              13,397,431
<CURRENT-LIABILITIES>                        4,206,985
<BONDS>                                        283,639
                                0
                                          0
<COMMON>                                        53,414
<OTHER-SE>                                  17,408,731
<TOTAL-LIABILITY-AND-EQUITY>                13,397,431
<SALES>                                     10,925,914
<TOTAL-REVENUES>                            11,945,423
<CGS>                                        1,363,692
<TOTAL-COSTS>                                6,079,346
<OTHER-EXPENSES>                             4,464,097
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              15,557
<INCOME-PRETAX>                                 22,731
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                             22,731
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    22,731
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        


</TABLE>


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