AMERILINK CORP
10-Q, 1997-08-12
WATER, SEWER, PIPELINE, COMM & POWER LINE CONSTRUCTION
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<PAGE>
                                       
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549

                                  FORM 10-Q

(MARK ONE)
     [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934.

               FOR THE QUARTERLY PERIOD ENDED JUNE 29, 1997
                                       
                                      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           0-24334
                                   ---------------------------


                          AMERILINK CORPORATION
         -----------------------------------------------------
         (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)



                OHIO                             31-1409345
   -------------------------------    ------------------------------------
   (STATE OF OTHER JURISDICTION OF    (I.R.S. EMPLOYER IDENTIFICATION NO.)
    INCORPORATION OR ORGANIZATION)


           1900 E. DUBLIN-GRANVILLE ROAD, COLUMBUS, OHIO 43229
      ------------------------------------------------------------
      (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)



                              (614) 895-1313
           ----------------------------------------------------
           (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)


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        .
                        -------       -------

   3,481,580 SHARES OF COMMON STOCK WERE OUTSTANDING AS OF AUGUST 6, 1997

                                       1

<PAGE>
                                       
                            AMERILINK CORPORATION                           
            QUARTERLY REPORT FOR THE QUARTER ENDED JUNE 29, 1997


                         Index                                         Page No.
                         -----                                         --------

PART I: FINANCIAL INFORMATION


     Item 1 - Financial Statements

          Consolidated Balance Sheets as of March 30, 1997 and
          June 29, 1997 (Unaudited). . . . . . . . . . . . . . . . . . .  3

          Consolidated Statements of Income (Unaudited) for the
          thirteen weeks ended June 30, 1996 and June 29, 1997 . . . . .  4

          Consolidated Statements of Changes in Shareholders' Equity
          (Unaudited) for the thirteen weeks ended June 29, 1997 . . . .  5

          Consolidated Statements of Cash Flows (Unaudited) for the
          thirteen weeks ended June 30, 1996 and June 29, 1997 . . . . .  6

          Notes to Consolidated Financial Statements . . . . . . . . . .  7 - 8

     Item 2 - Management's Discussion and Analysis of
              Financial Condition and Results of Operations. . . . . . .  8 - 11


PART II: OTHER INFORMATION

          Items 1-6. . . . . . . . . . . . . . . . . . . . . . . . . . .  12
          Signatures . . . . . . . . . . . . . . . . . . . . . . . . . .  13

                                       2

<PAGE>

                             AMERILINK CORPORATION
                         CONSOLIDATED BALANCE SHEETS
- -------------------------------------------------------------------------------
                                                March 30, 1997    June 29, 1997
- -------------------------------------------------------------------------------
                                                                   (Unaudited) 
ASSETS                                                                         
Current assets:                                                                
     Cash and cash equivalents. . . . . . . . . . $     120,395    $    101,062
     Accounts receivable-trade, net of                                         
      allowance for doubtful accounts of                                       
      $171,000 and $252,000 . . . . . . . . . . .    13,558,789      12,795,095
     Work-in-process. . . . . . . . . . . . . . .     4,294,802       6,551,560
     Materials and supply inventories . . . . . .     1,509,840       1,345,345
     Other receivables. . . . . . . . . . . . . .       308,217         251,942
     Deferred income taxes. . . . . . . . . . . .       142,593         142,593
     Other. . . . . . . . . . . . . . . . . . . .       153,125         189,252
                                                  -------------    ------------
          Total current assets. . . . . . . . . .    20,087,761      21,376,849

Property and equipment - net. . . . . . . . . . .     5,928,062       6,111,356

Deposits and other assets . . . . . . . . . . . .       183,578         175,689
Deferred income taxes . . . . . . . . . . . . . .        11,710          11,710
                                                  -------------    ------------
Total assets. . . . . . . . . . . . . . . . . . . $  26,211,111    $ 27,675,604
                                                  -------------    ------------
                                                  -------------    ------------
                                                                               
LIABILITIES AND SHAREHOLDERS' EQUITY                                           
Current liabilities:                                                           
     Trade accounts payable . . . . . . . . . . . $   2,318,675    $  2,416,782
     Liability to subcontractors. . . . . . . . .     1,960,754       2,369,386
     Accrued compensation and related expenses. .     1,435,672       1,803,228
     Accrued insurance. . . . . . . . . . . . . .       368,257         429,894
     Income taxes . . . . . . . . . . . . . . . .       173,269         785,292
     Other. . . . . . . . . . . . . . . . . . . .        82,882         137,782
     Current maturities of long-term debt . . . .        69,190              --
                                                  -------------    ------------
          Total current liabilities . . . . . . .     6,408,699       7,942,364
                                                                               
Long-term debt, less current maturities . . . . .     9,000,000       7,750,000
                                                  -------------    ------------
          Total liabilities . . . . . . . . . . .    15,408,699      15,692,364

Shareholders' equity:
     Preferred stock, without par; 1,000,000 shares
      authorized; none issued or outstanding. . .            --              --
     Common stock, without par; 10,000,000 shares
      authorized; 3,481,580 shares issued 
      and outstanding . . . . . . . . . . . . . .     8,084,645       8,084,645
     Retained earnings. . . . . . . . . . . . . .     2,717,767       3,898,595
                                                  -------------    ------------
          Total shareholders' equity. . . . . . .    10,802,412      11,983,240
                                                  -------------    ------------
Total liabilities and shareholders' equity. . . . $  26,211,111    $ 27,675,604
                                                  -------------    ------------
                                                  -------------    ------------



See notes to financial statements.

                                       3

<PAGE>

                              AMERILINK CORPORATION
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)

- -------------------------------------------------------------------------------
                                                     Thirteen Weeks Ended
                                                  June 30, 1996   June 29, 1997
- -------------------------------------------------------------------------------

Revenues. . . . . . . . . . . . . . . . . . . . . $  13,521,020    $ 21,651,070
Cost of sales . . . . . . . . . . . . . . . . . .     9,021,244      13,349,028
                                                  -------------    ------------
Gross profit. . . . . . . . . . . . . . . . . . .     4,499,776       8,302,042
Selling, general and administrative expenses. . .     4,004,152       6,136,163
                                                  -------------    ------------
Income from operations. . . . . . . . . . . . . .       495,624       2,165,879
Interest expense. . . . . . . . . . . . . . . . .      (127,632)       (165,051)
Other income. . . . . . . . . . . . . . . . . . .           622              --
                                                  -------------    ------------
Income before income taxes. . . . . . . . . . . .       368,614       2,000,828
Provision for income taxes. . . . . . . . . . . .       147,000         820,000
                                                  -------------    ------------
Net income. . . . . . . . . . . . . . . . . . . . $     221,614    $  1,180,828
                                                  -------------    ------------
                                                  -------------    ------------
Net income per common share . . . . . . . . . . . $        0.06    $       0.33
                                                  -------------    ------------
                                                  -------------    ------------
Weighted average common shares outstanding. . . .     3,639,952       3,596,027



See notes to financial statements.

                                       4

<PAGE>

                              AMERILINK CORPORATION
            CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                   FOR THE THIRTEEN WEEKS ENDED JUNE 29, 1997
                                   (UNAUDITED)
- -------------------------------------------------------------------------------
                                Number      Common      Retained               
                              of Shares     Stock       Earnings        Total  
- -------------------------------------------------------------------------------
Balance at March 30,1997. . . 3,481,580  $ 8,084,645  $ 2,717,767  $ 10,802,412

Net income. . . . . . . . . .        --           --    1,180,828     1,180,828
                              ---------  -----------  -----------  ------------

Balance at June 29, 1997. . . 3,481,580  $ 8,084,645  $ 3,898,595  $ 11,983,240
                              ---------  -----------  -----------  ------------
                              ---------  -----------  -----------  ------------



See notes to financial statements.

                                       5

<PAGE>

                              AMERILINK CORPORATION                             
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
                                                                  Thirteen Weeks Ended
                                                             June 30, 1996      June 29, 1997
- ----------------------------------------------------------------------------------------------
<S>                                                          <C>                <C>
OPERATING ACTIVITIES
Net income. . . . . . . . . . . . . . . . . . . . . .        $    221,614       $  1,180,828
Adjustments to reconcile net income to net cash
 provided by operating activities:
    Depreciation and amortization . . . . . . . . . .             534,322            651,147
    Net gain (loss) on disposal of fixed assets . . .              (4,745)             3,120
    Changes in operating assets and liabilities:
       Accounts receivable and work-in-process. . . .            (701,768)        (1,493,064)
       Materials and supply inventories . . . . . . .            (348,070)           164,495
       Other receivables. . . . . . . . . . . . . . .              42,578             56,275
       Other current assets . . . . . . . . . . . . .              32,518            (36,127)
       Trade accounts payable . . . . . . . . . . . .             437,650             98,107
       Liability to subcontractors. . . . . . . . . .             152,773            408,632
       Accrued compensation and related expenses. . .              13,066            367,556
       Accrued insurance. . . . . . . . . . . . . . .            (257,546)            61,637
       Income taxes . . . . . . . . . . . . . . . . .             105,395            612,023
       Other current liabilities. . . . . . . . . . .               6,816             54,900
                                                             ------------       ------------
Net cash provided by operating activities . . . . . .             234,603          2,129,529

INVESTING ACTIVITIES
    Purchase of property and equipment. . . . . . . .            (609,169)        (1,004,126)
    Proceeds from sale of property and equipment. . .              85,065            166,565
    Deposits and other assets . . . . . . . . . . . .             (45,752)             7,889
                                                             ------------       ------------
Net cash used in investing activities . . . . . . . .            (569,856)          (829,672)

FINANCING ACTIVITIES
    Principal payments on long-term debt. . . . . . .          (4,430,000)        (8,394,190)
    Proceeds from borrowings on long-term debt. . . .           4,825,963          7,075,000
                                                             ------------       ------------
Net cash provided by (used in) financing activities .             395,963         (1,319,190)
                                                             ------------       ------------
    Increase (decrease) in cash and cash equivalents.              60,710            (19,333)
Cash and cash equivalents at beginning of period. . .              78,680            120,395
                                                             ------------       ------------
Cash and cash equivalents at end of period. . . . . .        $    139,390       $    101,062
                                                             ------------       ------------
                                                             ------------       ------------

SUPPLEMENTAL CASH FLOW DISCLOSURES
    Interest paid . . . . . . . . . . . . . . . . . .        $    129,633       $    166,454
    Income taxes paid . . . . . . . . . . . . . . . .        $     41,605       $    210,188
</TABLE>



See notes to financial statements.

                                      6

<PAGE>

                              AMERILINK CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


1.  NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    NATURE OF BUSINESS

      AmeriLink Corporation (the "Company") is a nationwide provider of 
cabling systems for the transmission of video, voice and data.  The Company 
offers its services on a national basis to providers of telecommunications 
services, including: cable television multiple system operators ("MSO"s); 
traditional telephone service providers, including local exchange carriers 
("LEC"s) and long distance carriers; competitive local exchange carriers 
("CLECs"); Direct Broadcast Satellite ("DBS") providers;  and users of Local 
Area Network ("LAN") systems.  The Company's cabling services include the 
designing, constructing, installing and maintaining of fiber optic, copper 
and coaxial cabling systems. The Company provides these services 
predominately through the use of independent contractors via its national 
network of regional and satellite field offices.

      These financial statements have been prepared in accordance with 
generally accepted accounting principles for interim financial information 
and with the instructions to Form 10-Q and Article 10 of Regulation S-X.  
Accordingly, they do not include all information and footnotes required by 
generally accepted accounting principles for complete financial statements.  
These financial statements should be read in conjunction with the March 30, 
1997 audited financial statements of AmeriLink Corporation contained in its 
Annual Report to Shareholders.

      The financial information included herein reflects all adjustments 
(consisting of normal recurring adjustments) which are, in the opinion of 
management, necessary for a fair presentation of the results for interim 
periods.  The results of operations for the thirteen weeks ended June  29, 
1997 are not necessarily indicative of the results to be expected for the 
full year.

    RECENTLY ISSUED ACCOUNTING STANDARDS

      In February 1997, the Financial Accounting Standards Board issued 
Statement No. 128, "Earnings per Share", which is effective for both interim 
and annual periods ending after December 15, 1997.  At that time, the Company 
will be required to change the method currently used to compute earnings per 
share and to restate all prior periods.  Under the new requirements for 
calculating primary earnings per share, the dilutive effect of stock options 
will be excluded.  The Company does not believe the adoption of the standard 
will have a significant effect on previous reported earnings per share.

    RECLASSIFICATIONS

      Certain reclassifications have been made to the fiscal 1997 
consolidated financial statements to conform to the fiscal 1998 presentation.

2.  NET INCOME PER SHARE

      Net income per share is calculated by dividing net income by the 
weighted average shares outstanding for the period presented, including, when 
their effect is dilutive, common stock equivalents consisting of shares 
subject to stock options.

                                      7

<PAGE>

3.  NOTES PAYABLE AND LONG-TERM DEBT

          Under a loan agreement with its commercial bank that was amended 
September 27, 1996, the Company has a $12,000,000 unsecured revolving credit 
note which matures September 30, 1998. Interest on the note is prime minus 1% 
and is payable monthly, and there is a commitment fee of  1/4% on any unused 
portion of the note.  Borrowings under the revolving credit note were 
$7,750,000 at June 29, 1997.


              MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                     CONDITION AND RESULTS OF OPERATIONS


SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION ACT OF 1995

          The Company cautions that any forward-looking statements (as such 
term is defined in the Private Securities Litigation Act of 1995) contained 
in this Report or made by management of the Company involve risks and 
uncertainties, and are subject to change based on various important factors.  
These important factors include, among others, competitive and regulatory 
risks associated with the telecommunications industry, the risk of changing 
market conditions and customer purchase authorizations which may be 
influenced by budget cycles of the Company's customers, consolidation within 
the telecommunications industry, and the success of various technologies and 
business strategies employed by the Company's customers, and other risks 
described in the Company's Securities and Exchange Commission filings.


RESULTS OF OPERATIONS

      Revenue is generated from cabling projects performed via work orders 
issued under master contracts.  Contract costs may vary depending upon the 
contract volume, the level of productivity, competitive factors in the local 
market, and other items.  Cost of sales includes subcontractor production 
costs, materials not supplied by the customer, vehicle and machinery 
expenses, and business insurance related costs.  Selling, general and 
administrative expenses consist primarily of field employee wages and payroll 
costs.  The Company's selling, general and administrative cost structure is 
maintained at levels necessary to adequately support both anticipated near 
term revenue levels and projected longer term revenue levels.  These 
anticipated revenue levels and associated cost structures may vary among the 
Company's regional field offices and geographic market areas.


COMPARISONS OF THIRTEEN WEEKS ENDED JUNE 30, 1996 AND JUNE 29, 1997


REVENUES

      Total revenues for the first quarter of fiscal 1998 were $21,651,070 
compared to $13,521,020 for the first quarter of fiscal 1997, an increase of 
60%.

      Revenues derived from residential and commercial premises wiring 
activities increased by 81% to a record $18.6 million in the first quarter of 
fiscal 1998, versus approximately $10.2 million in the prior year period.  
Such revenues accounted for 86% of the Company's total revenues for the most 
recent quarter, versus 76% a year earlier, consistent with the Company's 
announced strategy to focus efforts on premises wiring activities.

      Premises wiring revenues derived from telephone companies increased to 
approximately $8.3 million (approximately 38% of total company revenues) in 
the first quarter of fiscal 1998 compared to approximately $0.6 million 
(approximately 4% of total company revenues) in the first quarter of fiscal 
1997.  Of the total $8.3 million of revenues from telephone companies 
(approximately $3.7 million or 17% of total  company revenues) was generated 
from work orders issued under contracts with GTE Media Ventures, a part of 
GTE Corporation.  

                                      8

<PAGE>

The Company believes that as a result of the  Telecommunications Act of 1996, 
certain telephone companies have increased their capital expenditures for 
video systems, and the Company has aggressively marketed its services to 
these companies.  The first quarter of fiscal 1998 included telephone company 
revenues of approximately $1.1 million via a contract that was terminated in 
June 1997, due to the customer's decision to stop deployment of its hardwire 
cable system.

      Gross profit for the first quarter of fiscal 1998 was $8,302,042, or 
38.3% of revenues, as compared to $4,499,776, or 33.3% of revenues, the first 
quarter of fiscal 1997.  The increase in gross margin is due primarily to a 
decrease in cabling materials expense (included in cost of sales) as a 
percent of total company revenues.  The majority of the Company's commercial 
network cabling contracts are turnkey contracts, in which the Company 
provides both the labor and materials necessary for the network installation. 
 These cabling materials, which are billed at near cost, comprised 
approximately 8% of total company revenues in the first quarter of fiscal 
1998 versus approximately 15% in the comparable period last year.  The 
percentage decline in cabling materials is primarily due to strong first 
quarter fiscal 1998 labor only revenues derived from telephone companies.  
The increase in gross margin is also a result of subcontractor production 
costs, which decreased as a percent of labor cabling revenues in the first 
quarter of fiscal 1998 compared to the corresponding period last year. 
Contract and project subcontractor costs are dependent upon a number of 
factors, including pricing for the Company's services, the level of 
productivity, competitive factors in the local market, and other items.


SELLING, GENERAL AND ADMINISTRATIVE

      Selling, general, and administrative expenses for the first quarter of 
fiscal 1998 were $6,136,163 or 28.3% of revenues as compared to $4,004,152 or 
29.6% of revenues for fiscal 1997.

      The Company's selling, general and administrative cost structure, which 
consists primarily of field employee wages and payroll costs, is maintained 
at levels necessary to adequately support both anticipated near term revenues 
and projected longer term revenues.  These anticipated revenue levels and 
associated cost structures may vary among the Company's regional field 
offices and geographic market areas.  The dollar increase in selling, 
general, and administrative expenses for the first quarter of fiscal 1998 is 
primarily due to increased employee wages and associated costs incurred to 
support both current period revenues and  anticipated future revenues.


INTEREST EXPENSE

      Interest expense was $165,051 or 0.8% of revenues for the first quarter 
of fiscal 1998 as compared to $127,632 or 0.9% of  revenues for the first 
quarter of fiscal 1997.

      The dollar increase in interest expense is primarily due to increased 
borrowings to finance accounts receivable and work-in-process.


LIQUIDITY AND CAPITAL RESOURCES

      GENERAL.  Historically, the Company's principal sources of liquidity 
have come from operating cash flow and credit arrangements.  The Company's 
primary requirements for working capital are to finance accounts receivable, 
work-in-process and capital expenditures.  Pursuant to a typical 
construction, MDU (multiple dwelling unit),  or LAN cabling contract, work 
performed by the Company is generally not billed to a customer until various 
stages in a project are complete or until the entire project is complete.  
Because the Company pays its suppliers and subcontractors on a current basis, 
to the extent that trade payables exceed customer accounts paid at any given 
time, the Company draws on its revolving credit note to finance its 
work-in-process until project work is billed to and paid by the customer.

                                      9

<PAGE>

      Combined accounts receivable and work-in-process at June 29, 1997 
totaled $19,346,655 compared to $17,853,591 at March 30, 1997, an increase of 
$1,493,064 or 8%.  This increase is due primarily to the record level of 
revenues that the Company recorded during the fiscal 1998 first quarter which 
ended June 29, 1997.  The Company anticipates that it will continue to 
receive collections of its accounts receivable in the ordinary course of 
business in sufficient amounts to permit it to comply with all covenants and 
terms of its revolving credit note.  There is no assurance, however, that the 
Company will be able to collect all or substantially all of its accounts 
receivable outstanding at any time, although the Company believes it has 
adequately provided for potential losses through its allowance for doubtful 
accounts.  The Company's failure to collect substantially all of its accounts 
receivable and work-in-process would have an adverse impact on its working 
capital and could adversely affect its results of operations.

      Capital requirements are dependent upon a number of factors, including 
the Company's revenues, level of operations, and the type of contracts and 
work that the Company performs.  Due to the fact that the Company generally 
has no extended commitments from its customers, it is difficult to forecast 
longer term revenues and associated capital expenditure and operating cash 
requirements.

      The Company reviews credit arrangements with its commercial bank 
annually.  As of June 29, 1997, the Company had available $4,250,000 under 
its revolving credit note versus $3,000,000 available at March 30, 1997, an 
increase of $1,250,000 in available funds.  The Company does not anticipate 
difficulties in obtaining additional credit from its commercial bank should 
the need arise. The Company will also periodically examine financing capital 
needs through the issuance of additional common stock.

      Management believes that current and possible additional credit from 
its commercial bank, cash flow from operations, and funds which may be 
obtained from the issuance of common stock should provide sufficient capital 
to meet the reasonably foreseeable business needs of the Company.

      CURRENT CREDIT ARRANGEMENTS.  Under a loan agreement with its 
commercial bank that was amended September 27, 1996, the Company has a 
$12,000,000 unsecured revolving credit note which matures September 30, 1998. 
Interest on the note is prime minus 1% and is payable monthly, and there is a 
commitment fee of  1/4% on any unused portion of the note.  Borrowings under 
the revolving credit note were $7,750,000 at June 29, 1997.

      The loan agreement limits the Company's ability to create or incur 
liens on its assets, to incur additional indebtedness, to guarantee the 
indebtedness of others and to make loans or advances.  Additionally, the 
agreement restricts the Company from entering into merger or acquisition 
transactions or transactions involving the sale of substantially all of its 
assets without the prior consent of the bank.  The loan agreement also 
requires the Company to meet certain financial tests.

      CASH FLOW FROM OPERATING ACTIVITIES.    For the first three months of 
fiscal 1998, net cash provided by operating activities was $2,129,529.  This 
was due primarily to the Company's net income, depreciation and amortization, 
and income taxes payable which combined totaled $2,443,998.  These items were 
somewhat negated by increases in accounts receivable and work-in-process that 
were not offset by corresponding increases in trade accounts payable and 
liabilities to subcontractors.  The Company is limited in its ability to 
offset increases in accounts receivable and work-in-process through increases 
in accounts payable or liabilities to subcontractors.

      CASH FLOW FROM INVESTING ACTIVITIES.  Net cash used in investing 
activities for the first three months of fiscal 1998 totaled $829,672 versus 
$569,856 for the corresponding period last year.  Cash used in investing 
activities is primarily a result of the purchase of property and equipment, 
which totaled $1,004,126 (4.6% of revenues) for the fiscal 1998 first quarter 
versus $609,169 (4.5% of revenues) for the comparable period last year.

                                     10

<PAGE>

SEASONALITY AND VARIABILITY IN QUARTERLY RESULTS

      The Company's quarterly revenues and associated operating results have 
in the past, and may in the future, vary depending upon a number of factors. 
The Company has no long-term contractual commitments to provide its services. 
The contractual commitments which do exist generally can be terminated on 30 
days notice.  These contractual commitments do not involve a firm backlog of 
committed work because the nature of the Company's contracts with MSOs, 
CLECs, Telcos and DBS providers produce daily work orders only on a 
project-by-project basis which must be funded by an approved purchase order.  
In addition, network cabling services are generally nonrecurring in nature 
and are contracted on a project-by-project basis.  Therefore, the amount of 
work performed at any given time and the general mix of customers for which 
work is being performed can vary significantly.  The Company's operations 
historically have also been influenced by the budget cycles of the Company's 
customers.  Many of the Company's cable television customers utilize a 
calendar year budget cycle, funded with quarterly purchase authorizations, 
which in certain fiscal years has resulted in a lack of availability of funds 
in the Company's third fiscal quarter and has delayed work authorizations in 
the Company's fourth fiscal quarter. Consolidation within the 
telecommunications industry may also delay or depress capital spending, as 
companies assess their new business plans and strategies and focus on 
administrative and operational issues associated with their acquisitions or 
alliances.  Telecommunication providers are also subject to actual and 
potential local, state, and federal regulations that influence the 
availability of work for which the Company may compete.  For example, the 
Company believes that uncertainty regarding pending federal 
telecommunications legislation decreased capital spending by many of its 
customers during the 1996 fiscal year.  Weather may affect operating results 
due to the fact that construction cabling services are performed outdoors.  
Weather can also impact the Company's premises wiring cabling services due to 
the limited and lost production associated with poor driving conditions and 
generally difficult working environments.  Operating results may also be 
affected by the capital spending patterns of the Company's customers and by 
the success of various technologies and business strategies employed by them. 
 For the first quarter of fiscal 1998, the Company recorded approximately 
$8.3 million in revenues (38% of total company revenues) from telephone 
companies that were investing in relatively new markets by building or 
expanding broadband or wireless video systems.  Of the total $8.3 million of 
revenues from telephone companies (approximately $3.7 million or 17% of total 
company revenues) was generated from work orders issued under contracts with 
GTE Media Ventures, a part of GTE Corporation.  The amount of future capital 
allocated by these companies to their video programs is largely contingent 
upon the financial success of these programs.  The Company's operating 
profitability and capacity to increase revenues is also largely dependent 
upon its ability to locate and attract qualified field managers, project 
managers, and technical production personnel.  Other factors that may affect 
the Company's operating results include the size and timing of significant 
projects, and the gain or loss of a significant contract or customer.


INFLATION

      Historically, inflation has not been a significant factor to the 
Company as labor is the primary cost of operations and its contracts are 
typically short-term in nature.  On an ongoing basis, the Company attempts to 
minimize any effects of inflation on its operating results by controlling 
operating costs and, whenever possible, seeking to insure that selling prices 
reflect increases in costs due to inflation.

ENVIRONMENTAL MATTERS

      The Company anticipates that its compliance with various laws and 
regulations relating to the protection of the environment will not have a 
material effect on its capital expenditures, future earnings or competitive 
position.

                                     11

<PAGE>

                              AMERILINK CORPORATION
                           PART II - OTHER INFORMATION


Item 1.   LEGAL PROCEEDINGS.  NOT APPLICABLE


Item 2.   CHANGE IN SECURITIES.  NOT APPLICABLE


Item 3.   DEFAULTS UPON SENIOR SECURITIES.  NOT APPLICABLE


Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.  NOT APPLICABLE


Item 5.   OTHER INFORMATION.  NOT APPLICABLE


Item 6.   EXHIBITS AND REPORTS ON FORM 8-K.

          (a)  Exhibits

  Exhibit No.             Description
  -----------             -----------
     27        Financial Data Schedule filed herewith
               as part of this report on Form 10-Q.

          (b)  No reports on Form 8-K have been filed
               during the quarter ended June 29, 1997.

                                     12

<PAGE>

                                   SIGNATURES
                                   ----------



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


                                   AMERILINK CORPORATION
                                   (Registrant)



Date:     August 11, 1997          By:/s/Larry R. Linhart
                                      -------------------------------
                                      Larry R. Linhart
                                      Chief Executive Officer
                                      President




Date:     August 11, 1997          By:/s/James W. Brittan
                                      -------------------------------
                                      James W. Brittan
                                      Vice President of Finance
                                      (Principal Financial and Accounting
                                      Officer)

                                     13


<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AS OF JUNE 29, 1997 AND THE STATEMENT OF INCOME FOR THE THIRTEEN WEEKS
ENDED JUNE 29, 1997 OF AMERILINK CORPORATION.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          MAR-29-1998
<PERIOD-START>                             MAR-31-1997
<PERIOD-END>                               JUN-29-1997
<CASH>                                         101,062
<SECURITIES>                                         0
<RECEIVABLES>                               13,047,095
<ALLOWANCES>                                   252,000
<INVENTORY>                                  1,345,345
<CURRENT-ASSETS>                            21,376,849
<PP&E>                                       6,111,356<F1>
<DEPRECIATION>                                       0<F1>
<TOTAL-ASSETS>                              27,675,604
<CURRENT-LIABILITIES>                        7,942,364
<BONDS>                                      7,750,000
                                0
                                          0
<COMMON>                                     8,084,645
<OTHER-SE>                                   3,898,595
<TOTAL-LIABILITY-AND-EQUITY>                27,675,604
<SALES>                                     21,651,070
<TOTAL-REVENUES>                            21,651,070
<CGS>                                       13,349,028
<TOTAL-COSTS>                               19,485,191
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             165,051
<INCOME-PRETAX>                              2,000,828
<INCOME-TAX>                                   820,000
<INCOME-CONTINUING>                          1,180,828
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 1,180,828
<EPS-PRIMARY>                                     0.33
<EPS-DILUTED>                                     0.33
<FN>
<F1>PROPERTY, PLANT, AND EQUIPMENT IS REPORTED NET OF ACCUMULATED DEPRECIATION ON
THE CONSOLIDATED BALANCE SHEET.
</FN>
        

</TABLE>


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