UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (No Fee Required)
For the fiscal year ended March 29, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (No Fee Required)
For the transition period from _______________ to ________________
Commission file number 0-24334
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AMERILINK CORPORATION
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(Exact name of registrant as specified in its charter)
OHIO 31-1409345
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1900 E. Dublin - Granville Road, Columbus, Ohio 43229
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (614) 895-1313
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Securities registered pursuant to Section 12(b) of the Act: None
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Securities registered pursuant to Section 12(g) of the Act:
Common Shares with no par value NASDAQ National Market
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 .
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ( ).
Based upon the closing sale price reported on the NASDAQ National Market on
June 5, 1998, the aggregate market value of the Common Shares of the Registrant
held by non-affiliates (assuming, for this purpose, that all executive officers
are affiliates) on that date was $35,824,858.
4,258,344 shares of common stock were outstanding on June 5, 1998
DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of the registrants definitive proxy statement for its 1998 Annual
Meeting of Shareholders are incorporated by reference to Part III of this
report. -1-
AMERILINK CORPORATION
FORM 10-K
TABLE OF CONTENTS
ITEM PAGE
PART I
1 Business 3
2 Properties 10
3 Legal Proceedings 11
4 Submission of Matters to a Vote of Security Holders 11
PART II
5 Market for Registrant's Common Equity and Related
Stockholder Matters 11
6 Selected Financial Data 12
7 Management's Discussion and Analysis of Financial Condition and
Results of Operations 13
7A Quantitative and Qualitative Disclosures About Market Risk 20
8 Financial Statements and Supplementary Data 20
9 Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure 34
PART III
10 Directors and Executive Officers of the Registrant 34
11 Executive Compensation 34
12 Security Ownership of Certain Beneficial Owners and Management 34
13 Certain Relationships and Related Transactions 34
PART IV
14 Exhibits, Financial Statement Schedules and Reports on Form 8-K 35
Signatures 36
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PART I
ITEM 1. BUSINESS.
GENERAL
AmeriLink Corporation (referred to herein, together with its subsidiary,
where the context requires, as the "Company") is a nationwide provider to the
telecommunications industry of cabling systems for the transmission of video,
voice, and data. AmeriLink Corporation was incorporated on December 15, 1993.
Prior to the consummation of the Company's initial public offering in August
1994, the business of the Company was conducted by AmeriLink Corp. In
conjunction with the public offering, the shareholders of AmeriLink Corp.
received 13,500 shares of AmeriLink Corporation stock for each share of
AmeriLink Corp. stock held, and the Company became the sole shareholder of
AmeriLink Corp. The Company, which conducts business under the trade name
"NaCom", is headquartered in Columbus, Ohio, and currently markets and provides
its services through its corporate office and national network of field
operations offices. During the 1998 fiscal year, these offices served customers
in all 50 states.
PRINCIPAL SERVICES
The Company designs, constructs, installs and maintains fiber optic,
coaxial and twisted-pair copper cabling systems for the transmission of video,
voice, and data. The Company provides these services on a national basis to
providers of telecommunications services. The Company believes there continue
to be growing opportunities in both residential and commercial markets to
provide its services as telecommunications service providers increase capital
expenditures for their infrastructures and implement plans to improve service in
response to competition. In order to eliminate the ongoing expense and effort
required to manage labor intensive, multi-office service organizations, the
cable television industry historically has sought to outsource a large portion
of these services on a unit cost basis with independent contractors, such as the
Company. Telcos and other telecommunications service providers are also
beginning to seek new outsourcing solutions in response to competitive price
pressures. In addition, local area network ("LAN") cabling services are
typically performed by third party vendors which construct, install and maintain
LAN systems for businesses on a contract basis.
The Company's services include the drops and cable feeds to, and wiring of,
residences, multiple dwelling units ("MDUs") and commercial buildings
(collectively, "premises wiring services") and the construction and installation
of aerial and underground distribution plant ("outside plant construction
services").
PREMISES WIRING SERVICES. Residential premises wiring services include the
installation and maintenance of both hardwire and wireless cable systems.
Installation services for hardwire cable systems include the installing of cable
drops which connect residences to the feeder cable carrying the operator's
signal, cabling the exterior and interior of MDUs and single family residences,
and installing converter units within the residence. Maintenance services for
hardwire cable systems include: (1) the replacement of damaged or obsolete
cable, (2) the reconnection and disconnection of subscriber services, (3)
day-to-day additions and changes to installed drops, (4) upgrade sales and
service changes, and (5) miscellaneous service calls.
Wireless cabling services include both installation and maintenance
services for Direct Broadcast Satellite ("DBS") systems or wireless
multi-channel, multi-point distribution systems ("MMDS"), popularly known as
"wireless cable". DBS installation services consist of attaching a satellite
dish to the subscriber's property, hooking up the digital set-top converter box,
and installing the related cabling, grounding, and connective materials. DBS
maintenance services include the replacement of damaged cable, grounding and
connective materials, and satellite receiving equipment. MMDS cable system
installations consist of attaching a microwave receiving antenna to the
subscriber's property and installing the set-top converter and related cabling,
grounding, and connective materials. Maintenance services for MMDS are
essentially the same as maintenance services for DBS.
The Company also provides cabling services for video, voice, and data for
the commercial market.
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Premises wiring services for the commercial market include the design and
data cabling of LAN and wide area network ("WAN") systems for commercial
businesses, governments, and educational communities. The Company's network
cabling design services begin with an on-location site survey to determine the
most efficient cable routing path and the location of end-user outlets. The
Company may then utilize a computer-assisted design system to finalize a cabling
plan that meets network requirements and performance specifications. Once
approved by the customer, a blueprint or other working print is generated which
is used as a guide for the network installation. Upon completion of a network
installation, the Company generally delivers to the customer test documentation
and an as-built design layout. In fiscal 1998 the Company also started
providing commercial voice and data installation and maintenance services to
competitive local exchange carriers for wired and wireless connections to
local-loop networks.
OUTSIDE PLANT CONSTRUCTION SERVICES. Outside plant construction projects
include the installation of fiber optic cable, coaxial cable and twisted-pair
copper wire for aerial and underground portions of cable systems. These
services include installation of all necessary electronic components, including
signal amplification and conversion devices and the performance of diagnostic
engineering tests at all levels of the infrastructure to determine whether new
and existing systems are within appropriate manufacturer or Federal
Communication Commission ("FCC") specifications. The Company uses heavy
machinery, specialized trucks and other construction equipment to perform its
outside plant construction services. In fiscal 1997, the Company implemented a
strategy to shift its outside plant construction services from providing
services for both retrofit construction projects (systems with active
subscribers) and new construction projects (systems without active subscribers)
to exclusively providing outside plant construction services for new
construction projects. Retrofit construction projects involve more
uncertainties than new construction projects because each phase of the retrofit
construction project must be planned and executed in a manner which disrupts
service to the active subscribers as little as possible. The Company believes
that the competitive environment associated with retrofit construction projects,
along with uncertainty regarding customer work commitments on these projects,
make them less desirable for the Company's current resources than new
construction and premises wiring projects.
INDUSTRY OVERVIEW
The telecommunications industry has been undergoing rapid change due to
deregulation and the introduction of new technologies, both of which have
resulted in increased competition in the industry. In addition, growing
customer demand for enhanced video, voice and data telecommunications has
increased bandwidth requirements and highlighted bandwidth limitations of
existing cabling in many markets. The Telecommunications Act of 1996 (the
"Act") has created incentives for providers of video, voice and data
communications to upgrade their network infrastructures by opening previously
protected markets to competition. Specifically, the Act, once certain
conditions are met: (1) allows RBOCs and other LECs to enter the long distance
services market; (2) allows long distance carriers such as AT&T Corp. ("AT&T"),
MCI Communications Corporation ("MCI") and Sprint Corporation ("Sprint") to
enter the local telephone services market; (3) allows any other entity
(including MSOs and utilities) to enter both the local telephone service and
long distance services markets; (4) allows Telcos to sell video services, and in
certain cases, to buy local cable television companies; and (5) deregulates MSOs
once there is effective competition or after three years. Since the passage of
the Act, the FCC and the Federal courts, as well as various state governments
and agencies, have initiated efforts to define and establish rules for
implementation of the Act. Although implementation and the intended increase in
competition has begun, there have been a number of delays and continuing
uncertainties. The Company believes that there has been far more consolidation
in the telecommunications industry than the direct competition originally
intended or envisioned. Companies appear to be following a belief that size and
scale is the best strategy for long-term, facilities based telecommunications
competition. Overall, the Company believes that the impact of the Act in
increasing competition in the U.S. telecommunications industry could take a
number of years to fully develop, and that due to the current regulatory
environment and financial and economic opportunities, competition will evolve
initially in the business and commercial sector rather than in the residential
consumer market. However, the Company also believes that the minimal
competition thus far fostered by the Act has had, and should continue to have, a
favorable impact on the Company, and that the current telecommunications market
still offers substantial premises wiring cabling opportunities. Further,
continuing developments in multimedia applications are bringing new entrants to
the telecommunications market. Competitive carriers are challenging incumbent
telecommunications providers in
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certain market areas by offering individual or bundled video, voice, and data
services to residential and commercial customers. Internet service providers
and cable television, entertainment and data transmission companies are also
potential customers for video, voice, and data communications over broad
bandwidth cable systems.
PRINCIPAL CUSTOMER GROUPS
The Company provides cabling services on a national basis to providers of
telecommunications services, including: regional Bell operating companies
("RBOCs"), traditional local exchange carriers ("LECs"), competitive local
exchange carriers ("CLECs"), and long distance carriers acting as CLECs
(collectively, "Telcos"); major cable television multiple system operators
("MSOs"); direct broadcast satellite ("DBS") providers; system integrators and
users of local area network ("LAN") and wide area network ("WAN") systems; and
other telecommunication providers offering individual or bundled video, voice,
and data services.
TELCOS. Prior to the Telecommunications Act of 1996, LECs were prohibited
from offering video programming directly to subscribers in their telephone
service areas (except in limited circumstances in rural areas). The Act provides
LECs with four options for providing video programming directly to their local
exchange area customers: video programming by radio-based systems, common
carrier systems, "open video" systems, or "cable systems". LECs that elect to
provide service via "open video" systems must allow others to use up to
two-thirds of their activated channel capacity. They will be relieved of
regulation as "common carriers", and are not required to obtain local
franchises, but are still subject to many other regulations applicable to cable
systems. LECs operating as "cable systems" are subject to all rules governing
cable systems, including franchising requirements. During the 1998 fiscal year,
the Company provided premises wiring services for video systems to the following
LECs: GTE, Ameritech, Pacific Bell, U.S. West, and BellSouth. The GTE,
Ameritech, and U.S. West projects are classic "cable systems" utilizing a
hardwire hybrid fiber-coaxial cabling architecture. The current Pacific Bell
and BellSouth projects are "wireless cable" MMDS systems. In fiscal 1998,
revenues from Telcos for video communication systems increased 151% to
approximately $25.9 million from approximately $10.3 million in the previous
fiscal year. However, revenues from these services declined sequentially in
each quarter of fiscal 1998, from approximately $8.3 million in the first
quarter to approximately $4.2 million in the fourth quarter which ended March
29, 1998. This sequential decline in revenues is due to a number of factors,
including: (1) a decision by SBC Communications, Inc. (after acquiring Pacific
Bell) to halt construction of a Pacific Bell cable project in California in June
1997; this project produced approximately $1.1 million of revenues in the
Company's fiscal 1998 first quarter, (2) a shift from higher revenue generating
underground cabling work orders to lower revenue aerial installation work orders
in GTE Media Ventures franchise areas in California, (3) an increase in
competition from other cabling service providers for available Telco work in
certain market areas, (4) an apparent reassessment by Telcos with regard to
their video strategies of pursuing less costly wireless cable systems (DBS and
MMDS systems) in lieu of their current and more costly hybrid fiber-coaxial
hardwire systems, and (5) weather related problems in the fiscal 1998 fourth
quarter. The amount of future capital allocated by Telcos to their video
programs is largely contingent upon the financial success of these programs,
possible new technical developments, and overall strategic decisions by the
companies regarding video services. In March and April of 1998, GTE, SBC
Communications, and Bell Atlantic signed multi-year marketing and distribution
agreements with DirecTV, Inc. to offer DirecTV digital broadcast satellite video
service in their respective markets (see Principal Customer Groups: DBS
Providers). The Company intends to pursue: (1) further video cabling
opportunities (hardwire, MMDS "wireless cable", and DBS systems) within its
existing customer base as well as with additional LECs it currently does not
serve, and (2) voice and data cabling opportunities (in addition to video
services) for current Telco customers and new customers. In fiscal 1998 the
Company entered into a contract with U.S. West to provide voice and data
premises wiring cabling services in Phoenix, Arizona. Individual project work
orders related to this contract generated approximately $2.6 million in
revenues in fiscal 1998. In May 1998 the Company elected to terminate this
contract due to profitability concerns.
The Company also provides premises wiring and outside plant construction
services to CLECs that are competing with LECs for residential and commercial
local-loop business. In fiscal 1998, the Company performed outside plant
construction services for MFS Communications Company (Worldcom Inc.) and Mcleod,
Inc. and residential voice and data installation services for MCI. In late
fiscal 1998, the Company also started performing commercial voice and data
installation services for Teligent, Inc., a nationwide wireless CLEC.
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Telcos are generally very centralized in their purchasing requirements for
cabling services. Telcos require cabling contractors to be qualified approved
bidders and meet certain financial, technical, operational, and administrative
prequalifications; therefore, they tend to use a limited number of larger
contractors.
MSOs. The Company provides both premises wiring and outside plant
construction services to MSOs. Historically, broadband video networks in the
United States were almost exclusively provided by cable television operators.
Accordingly, the Company had historically derived a large percentage of its
revenues from this customer base. The Company has been diversifying its
customer base beyond cable television operators to include other providers of
telecommunications services. Revenues derived for or on behalf of MSOs
(excluding Primestar, the DBS provider owned by certain MSOs) for fiscal 1998
were approximately $26.1 million, or 30% of total Company revenues.
Representative customers of the Company include Time Warner Cable
(approximately 16% of total Company revenues in fiscal 1998),
Tele-Communications, Inc. (TCI), MediaOne Group (which is owned by U.S. West,
Inc. but has announced plans to split into a separate and independent company in
June 1998), and Cox Communications, Inc.
MSOs generally contract for cabling services through their local and
regional offices. As a result, the Company markets its services to MSOs in a
decentralized manner. The Company seeks to develop contacts and learn of
potential opportunities through attendance at trade shows and by membership of
its key managers and corporate personnel in the Society of Cable Television
Engineers and local cable associations. The Company's regional directors,
regional managers and area managers are responsible for developing and
maintaining relationships with local and regional cable operators. The Company
believes that the development and maintenance of customer relationships as well
as the consistent performance of quality services allows it to gain repeat
business.
Currently, MSOs are facing competition for video services from DBS
providers and, in certain markets, from Telcos and other telecommunications
providers. In response to this competition, MSOs have been increasing their
existing channel capacity and providing more programming selections, including
pay-per-view and video-on-demand services. MSOs are also expanding their
service offerings to include high-speed data transmission and Internet access
using cable modems. These services generally require increased amounts of
cabling and system bandwidth, which in turn require MSOs to upgrade their
existing cable plant and to implement digital compression technology. The
construction, maintenance, expansion and upgrade of cable systems require
significant capital expenditures by cable operators. The cable television
industry, which in recent years has generally been capital constrained, has
begun to show signs of renewed financial strength. In June 1997 Microsoft Corp.
invested $1.0 billion in Comcast Corp. which is the nations fourth largest cable
operator. The two companies also announced the intention to have trials of
both set-top converter boxes that connect WebTV to cable networks and
cable-ready PCs by the end of 1998. TCI also announced and has recently begun a
three-year $1.7 billion network-upgrade project which will include preparing
500,000 homes for two-way signaling which will enable it to roll out its
high-speed Internet data service.
SYSTEM INTEGRATORS AND END USERS OF LAN AND WAN SYSTEMS. In the past
decade, the commercial use of PCs has become pervasive. The development of more
powerful processors and easier to use software has expanded applications from
word processing, accounting and database management to electronic mail and
research. As the number of PCs in businesses has grown, the need to share
information among users has also grown, giving rise to a large and rapidly
expanding networking industry consisting of LANs, which connect PCs to other
PCs, file servers and other devices such as printers, and WANs which connect
LANs at one site to other sites and connect users working at home or traveling
to their LAN, third party information sources or the Internet. Rapid
technological advances in computers and software, including the use of more
powerful computers and distributed area processing, have created the need for
increasingly sophisticated LAN and WAN technologies. Such technologies demand
advanced high bandwidth data transmission cable that enables increased volumes
of data to be transmitted at faster speeds without diminishing data integrity.
This rapid rate of technological change has created demand both for new LANs and
for maintenance and upgrades of existing LAN systems which no longer provide the
necessary speed or quality of data transmission.
The Company provides network cabling services to both systems integrators
of network systems and
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directly to the end users of the network. Systems integrators such as Unisys,
IBM, and Lucent Technologies, Inc. submit competitive bids for network systems
to third party customers. The Company submits a competitive bid to the systems
integrator for the cabling portion of the overall proposal. If the systems
integrator is awarded the project, the Company will perform the required cabling
services if its bid is accepted and bill the systems integrator directly. In
other projects, the end users request bids directly from third party suppliers
for network related services. In this case, the Company submits a proposal
directly to the end user.
The Company provides network cabling services through all of its regional
offices. This capability provides customers with a single source for large
regional or nationwide network installation projects. For example, in 1996 the
Company began work on a multi-year contract through Unisys to provide network
cabling services to over 5,000 Nationwide Insurance Company offices located in
26 states. This project was substantially complete as of March 29, 1998. The
Company employs a combined corporate and regional approach to marketing its
network cabling services. In 1992 the Company created a dedicated corporate
sales and installation support group to identify and establish relationships
with systems integrators that can provide an ongoing source of network cabling
business in markets in which the Company has regional offices. The Company
augments this national sales effort with network sales engineers who market
multi-state sales territories from key regional offices.
DBS PROVIDERS. DBS companies provide television products and services via
transmission from medium power and higher power communications DBS satellites,
which has both advantages and disadvantages as an alternative means of
distributing video signals to the home. DBS systems generally offer more
channels (often over 100 channels) than cable systems, although currently they
do not generally offer local programming. Unlike cable television, DBS services
do not require ground construction to install, maintain, or upgrade cable
distribution plant. These systems require the subscriber to purchase or lease a
satellite dish to receive signals and a receiver system to process and
descramble signals for television viewing.
DirecTV, a subsidiary of GM Hughes Electronics, is currently the United
States' leading DBS provider with over 3 million subscribers nationwide.
DirecTV equipment is generally distributed via nationwide retail outlets and
historically DirecTV has utilized numerous contractors to perform their
installation services. Because of this, the Company has been unable to obtain
the necessary volume of work-orders from DirecTV needed to operate in an
acceptable profitable manner. In December 1997 DirecTV ended an exclusive
marketing agreement with AT&T to distribute DirecTV satellite services. Soon
thereafter, GTE, SBC Communications, and Bell Atlantic signed multi-year
marketing and distribution agreements with DirecTV to offer DirecTV digital
broadcast satellite video service in their respective markets, and the Company
intends to pursue DBS video cabling opportunities with these various Telcos.
The Company currently performs other video cabling services for GTE and SBC
(through its subsidiary, Pacific Bell). Primestar Partners is the nation's
second largest DBS provider with over 2 million subscribers nationwide.
Primestar is currently in the process of restructuring into a new national
company called Primestar, Inc. In addition, in May 1998 the U.S. Justice
Department sued to block the Primestar acquisition of a high power
communications DBS satellite owned by MCI and News Corp. The Company believes
that Primestar's focus on administrative and operational issues associated with
the restructuring negatively impacted their marketing and capital spending
during the Company's 1998 fiscal year. In addition, it is unclear what impact
the reorganization may have on Primestar's approach and methodology to
contracting for cabling services, and on the Company's ability to obtain work
from Primestar in the future. Revenues derived for or on behalf of Primestar in
fiscal 1998 were approximately $4.5 million, a decrease of approximately $0.7
million from the $5.2 million recorded in fiscal 1997. The Company also markets
its premises wiring installation services to other providers of the Primestar
DBS service. In fiscal 1998, the Company generated approximately $0.5 in
revenues from ResNet Communications, a subsidiary of LodgeNet Entertainment
Corp. ResNet offers DBS services provided by Primestar on a nationwide basis to
the MDU private cable market.
OTHER TELECOMMUNICATIONS PROVIDERS. As a result of the opportunities
presented by the passage of the Act, the overall growing customer demand for
enhanced video, voice and data telecommunications services which have increased
bandwidth requirements, and the continued industry trend toward the outsourcing
of cabling services, the Company believes it can capture new customers in
industries in which it currently competes, and can expand into new industries
and customers requiring cabling services. The Act allows public utility
companies to provide local and long distance telecommunications facilities to
third parties. Additionally, the utility industry is in the
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preliminary stages of the deregulation process. Several states have already
enacted deregulation legislation and other states and the Federal government are
expected to address deregulation in the next several years. Many utilities
have already announced plans to enter businesses or form joint ventures offering
services such as local and long distance telephone services, cable television
services and Internet access to their markets. The Company also markets its
cabling services to other providers offering individual or bundled video, voice,
and data services such as RCN Corp., a competitive carrier offering bundled
phone, video, and Internet services in several Northeast cities.
CONTRACTS
Many Telcos, MSOs and DBS providers require cabling service contractors,
such as the Company, to first enter into a master contract which establishes
certain requirements to be met before actual work orders are issued. However,
master contracts do not bind these companies to use any one cabling service
contractor in any given locality or for any given project. Rather, they
negotiate with individual cabling service contractors, both regionally and
locally, on a project by project basis. Therefore, the Company has no extended
commitment from any single Telco, MSO or DBS provider and bids on individual
projects along with its competitors. The Company is typically compensated on
these projects on a per unit basis for actual services performed. The Company's
network cabling and construction services, in contrast, are generally
nonrecurring in nature and are contracted on a project-by-project basis. Since
the Company's services are generally provided on a project-by-project basis, the
amount of work being performed at any given time for any particular customer and
the general mix of customers for which work is being performed can vary
significantly.
OPERATIONS
The Company's projects are managed under the direct supervision of over 40
project managers who generally report to area or regional managers or, in
certain cases, directly to one of the Company's four regional directors. The
regional directors are all under the supervision of the Company's Senior Vice
President - Operations. The Company's marketing and operations functions are
decentralized, giving regional directors, regional managers and area managers
greater flexibility in their regions to maintain and develop relationships with
existing customers and to pursue new opportunities. The Company provides its
services predominately through the use of independent contractors via its
national network of regional and satellite field offices. Each regional office
is headed by a regional manager or area manager whose primary duties consist of
new business development and contract oversight. Regional managers and area
managers employ the project managers who are responsible for locating and
qualifying independent contractor production personnel, maintaining and
deploying vehicles and equipment, and supporting the regional managers and area
managers in maintaining customer relationships. The smaller satellite offices
report to and are supervised by the larger regional offices. Regional offices
are "full service" premises wiring providers offering both residential and
commercial premises wiring services and in certain markets outside plant
construction services. The Company's operating profitability and capacity to
increase revenues is largely dependent upon its ability to locate and attract
qualified regional directors, regional managers, area managers, project
managers, and production personnel.
The Company's corporate headquarters in Columbus, Ohio, provides national
marketing support, strategic planning, administrative services and operations
support for the Company's field offices. The corporate office develops and
maintains customer relationships with national companies and provides support
for field offices performing work for these customers in local markets. In
addition, the corporate office assists regional directors and area managers in
responding to all bid requests by providing engineering support, performing cost
analyses to determine pricing, and preparing proposal response documentation.
All purchasing and accounting functions are managed at the corporate level.
MATERIALS
The Company provides both consignment and material turnkey services. In
the majority of non-network cabling contracts, the Company's customers supply
most or all of the materials required for the project. The majority of the
Company's network and construction contracts are turnkey contracts in which the
Company provides both the labor and materials necessary for the network
installation. The Company purchases cabling
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materials directly from independent third party suppliers, and does not
manufacture any materials for resale to customers. The Company is not dependent
upon any one supplier for network cabling materials and has not experienced, nor
does it anticipate experiencing, difficulties in obtaining network cabling
materials.
PERSONNEL
As of March 29, 1998, the Company had 588 employees. Seventy-eight (78)
are employees at the Corporate Office in Columbus, Ohio and 510 are employed in
regional or satellite offices. The Company believes that its relationship with
its employees is good.
The Company provides most of its cabling services through the use of
independent contractors which are either sole proprietorships or small business
entities. Independent contractors are engaged and compensated on a
project-by-project basis to perform local work. They generally provide their
own vehicles, tools and insurance coverage. Independent contractors are paid in
accordance with a schedule of unit rates for the performance of specific
services. The Company's success is dependent upon its ability to attract and
retain the services of qualified independent contractors.
From time to time, state and federal authorities have asserted that these
contractors should be deemed to be employees of the Company for purposes of
taxation and coverage under wage and hour, workers' compensation and
unemployment compensation laws and regulations. None of these asserted claims
has had a material adverse effect on the Company's results of operations or
financial condition. However, if, in the future, additional assertions by state
or Federal authorities are upheld, the Company could incur significant
litigation costs and liabilities and, if the Company were required to treat
individual installers as employees rather than independent contractors, the
Company's operating expenses could increase significantly with potential adverse
effects on its results of operations and financial condition.
COMPETITION
The Company competes both with the in-house service organizations of MSOs
and Telcos and with independent third parties in most of the markets in which it
operates. The Company believes that its competitive advantages include its track
record of performance, the depth of its management and field office network, its
ability to commit manpower and equipment to multiple ongoing projects, and its
competitive pricing. In order to eliminate the ongoing expense and effort
required to manage labor intensive, multi-office service organizations, the
cable television and telephone industries historically have sought to outsource
a large portion of these services to independent contractors, such as the
Company. The Company believes that while it may be considered a major
competitor in many of the markets in which it provides cabling services, there
are few barriers to entry into the cabling service business and, as a result,
any business that has access to persons who possess technical expertise may
become a competitor of the Company. The market for providing cabling services
to Telcos is highly competitive and, in the case of outside plant construction
services and cabling services for commercial buildings, includes national
competitors with greater financial resources than the Company which historically
have provided cabling services to Telcos. The markets in which the Company
provides network cabling services are highly competitive and many of the
competitors in those markets have greater financial resources than the Company.
While certain of the companies with which the Company competes are larger than
the Company and have greater technical, marketing and financial resources, a
large number of its competitors are smaller than the Company. Smaller regional
and local competitors may be able to offer lower prices because of lower
overhead expenses. Because of the highly competitive bidding environment in
recent years for cable service contracts, the price of the cable service
contractor's bid has often been the deciding factor in determining whether such
contractor was awarded a contract for a cabling project. As the demand for
cabling services has increased, the Company believes that contracts are
increasingly being awarded based on the combination of a contractor's price, its
track record for completing projects, its ability to dedicate management and
production personnel to the project, and its financial and operational resources
to complete the contract.
-9-
VARIABILITY IN QUARTERLY RESULTS AND SEASONALITY
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, 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. 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. The Company's operations historically
have also been influenced by the budget cycles of the Company's customers. Many
of the Company's MSO 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 early part of the calendar year (the
Company's fourth and first fiscal quarters.) Telecommunications 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 soft
ground which may prevent underground premises installations, the burying of
cable drops, and increased restoration costs. 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. In
fiscal 1998, the Company recorded approximately $25.9 million (or 30.2% of total
revenues for the year) in revenues from Telcos that are building or expanding
video systems. Of the total $25.9 million of revenues from Telcos,
approximately $14.7 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. possible new technical developments, and overall strategic decisions
by the companies regarding video services. Revenues from Telcos for video
systems declined sequentially in each quarter of fiscal 1998, from approximately
$8.3 million in the first quarter to approximately $4.2 million in the fourth
quarter which ended March 29, 1998. 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.
ITEM 2. PROPERTIES.
The Company does not own any real property. The Company's corporate
headquarters are located in Columbus, Ohio. The Company's regional field
offices service the following metropolitan areas: Atlanta, Chicago, Cincinnati,
Cleveland, Columbus, Detroit, Houston, Indianapolis, Los Angeles, Louisville,
New York, Omaha, Phoenix, Richmond, San Antonio, San Francisco, St. Louis and
Tampa Bay. A typical regional office consists of an office with an attached
warehouse for the storage of materials, tools and equipment and an adjacent
secure outside storage area. The Company leases its corporate headquarters and
all of its regional and satellite offices from unaffiliated lessors. The lease
terms, including options exercisable by the Company, range from one month to
five years. The Company believes that its present facilities are sufficient for
its needs for the foreseeable future.
-10-
ITEM 3. LEGAL PROCEEDINGS.
The Company is involved in various legal proceedings, most of which arise
in the ordinary course of business and many of which are covered by insurance.
In the opinion of the Company's management, none of the claims relating to such
proceedings will have a material adverse effect on the financial condition or
results of operations of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
On August 12, 1994, the Company's common stock began trading on the NASDAQ
National Market, under the symbol "ALNK". Prior to that time, there was no
established trading market in the Company's stock. The following table sets
forth for the periods indicated the high and low last sales price for the common
shares, as reported by the NASDAQ National Market.
Sales Prices
------------------------------
High Low
---------- ---------
FISCAL YEAR 1997
Quarter Ended June 30, 1996 $ 9.000 $ 7.625
Quarter Ended September 29, 1996 $ 7.750 $ 6.500
Quarter Ended December 29, 1996 $ 7.625 $ 5.000
Quarter Ended March 30, 1997 $ 8.000 $ 5.125
FISCAL YEAR 1998
Quarter Ended June 29, 1997 $ 9.500 $ 6.000
Quarter Ended September 28, 1997 $ 33.875 $ 9.406
Quarter Ended December 28, 1997 $ 36.250 $ 21.500
Quarter Ended March 29, 1998 $ 33.563 $ 21.500
The Company has never paid cash dividends, other than S Corporation
distributions, on its common stock. The Company currently intends to retain all
of its net earnings to finance future growth and therefore does not anticipate
paying any cash dividends in the foreseeable future.
As of June 5, 1998, there were approximately 3,264 record holders of the
Company's stock.
-11-
ITEM 6. SELECTED FINANCIAL DATA.
The selected financial data included in the following table should be read
in conjunction with the Company's Financial Statements and related notes and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" appearing on pages 13 through 20 of this Annual Report on Form 10-K.
The selected financial data has been derived from the Company's audited
consolidated financial statements.
FISCAL YEAR ENDED
---------------------------------------------------------------------------------------
APRIL 3, APRIL 2, MARCH 31, MARCH 30, MARCH 29,
1994 1995 1996 1997 1998
------- -------- --------- --------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
STATEMENT OF INCOME DATA:
Revenues $ 32,833 $ 47,541 $ 56,055 $ 63,036 $ 85,646
Income from operations 1,084 2,780 1,170 3,301 7,846
Income before income taxes (a) 841 2,487 686 2,691 7,659
Net income (a) 505 1,492 457 1,568 4,586
Earnings per share (a):
Basic $ 0.20 $ 0.47 $ 0.13 $ 0.45 $ 1.20
Diluted $ 0.19 $ 0.45 $ 0.13 $ 0.44 $ 1.15
Weighted average shares:
Basic 2,589 3,156 3,479 3,479 3,806
Diluted 2,702 3,351 3,626 3,589 4,002
BALANCE SHEET DATA:
Total assets $ 10,363 $ 17,133 $ 20,554 $ 26,211 $ 38,528
Total debt 4,206 4,009 6,563 9,069 ----
Shareholders' equity 3,315 8,754 9,211 10,802 31,321
(a) On a pro forma basis for the fiscal years ended April 3, 1994 and April 2,
1995.
NOTE: The Company made S Corporation distributions to its shareholders Larry R.
Linhart, E. Len Gibson and Robert L. Powelson of $3.2 million in fiscal 1995,
$2.7 million of which was made in conjunction with the Company's initial public
offering in August 1994 and $500,000 was paid in April 1994. No dividends have
been paid since the Company's initial public offering on August 12, 1994.
-12-
ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995.
This Annual Report, including Management's Discussion and Analysis of
Financial Condition and Results of Operations as well as the Shareholders'
Letter and the discussion of the Company's business, contains various
forward-looking statements (as such term is defined in the Private Securities
Litigation Reform Act of 1995). Such forward-looking statements may be
identified by, among other things, the use of forward-looking terminology such
as "believes," "expects," "may," "will," "should," or "anticipates" or the
negative thereof or other variations thereon or comparable terminology, or by
discussions of strategy that involves risks and uncertainties. These
forward-looking statements, such as statements regarding anticipated future
revenues, capital expenditures and other statements regarding matters that are
not historical facts, involve predictions. The Company's actual results,
performance or achievements could differ materially from the results expressed
in, or implied by, these forward-looking statements depending upon a variety of
important factors including, 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,
including, but not limited to, the factors described under the caption
"Variability in Quarterly Results and Seasonality" below.
OVERVIEW
The Company reported record revenues and earnings for the 1998 fiscal year
which ended March 29, 1998. Revenues for the year increased 36% to approximately
$85.6 million from approximately $63.0 million in fiscal 1997. Operating income
in fiscal 1998 approximated $7.8 million, or 9.2% of revenues, versus $3.3
million and 5.2% the previous year. Diluted earnings per share in fiscal 1998
were a record $1.15, an increase of 161% over the $0.44 recorded in fiscal 1997.
The Company's increased revenues and operating profitability are primarily the
result of: (1) an improving market and more work opportunities, due in part to
the Telecommunications Act of 1996; (2) a continued focus upon the targeting of
residential and commercial premises wiring projects, and (3) a continued
emphasis on broadening the Company's markets and expanding its customer base
beyond the traditional cable television industry.
The following table sets forth for fiscal years 1997 and 1998, and the
change from fiscal 1997 to 1998: (1) approximate Company revenues from premises
wiring services (segregated by residential premises wiring services and
commercial premises wiring services) and from outside plant construction
services and (2) approximate premises wiring residential revenues by principal
customer group or service.
-13-
(DOLLARS IN MILLIONS)
CHANGE
FISCAL 1997 FISCAL 1998 $ %
----------- ----------- ------ -----
PREMISES WIRING:
RESIDENTIAL:
MSOs $22.5 $26.1 $ 3.6 16%
Telco competitive video 10.3 25.9 15.6 151%
DBS providers 6.8 5.2 (1.6) (24%)
Other ---- 3.7 3.7 ----
----- ----- ------ -----
Total residential 39.6 60.9 21.3 54%
COMMERCIAL: 13.8 16.1 2.3 17%
----- ----- ------ -----
Total premises wiring 53.4 77.0 23.6 44%
OUTSIDE PLANT: 9.6 8.6 (1.0) (10%)
----- ----- ------ -----
TOTAL COMPANY $63.0 $85.6 $22.6 36%
----- ----- ------ -----
----- ----- ------ -----
After deliberation for several years, the Telecommunications Act of 1996 (
"the Act") was signed into law in February 1996. Key provisions of the Act were
designed to enhance competition within the telecommunications industry. These
provisions include: (1) allowing Telcos to sell video services, and in certain
cases, to buy local cable television companies, (2) deregulating cable companies
(such as allowing them to charge what they wish for many channels) once there is
effective competition or after three years, (3) permitting RBOCs and other LECs
to enter the long distance market once certain conditions are met in the local
phone market, and (4) allowing long distance providers to enter the local phone
business. Since the passage of the Act, the Federal Communications Commission
(FCC) and the federal courts, as well as various state governments and agencies,
have initiated efforts to define and establish rules for implementation of the
Act. Although implementation and the intended increase in competition has
begun, there have been a number of delays and continuing uncertainties. The
Company believes that there has been far more consolidation in the
telecommunications industry than the direct competition originally intended or
envisioned. Companies appear to be following a belief that size and scale is
the best strategy for long-term, facilities-based telecommunications
competition. Overall, the Company believes that the impact of the Act in
increasing competition in the U.S. telecommunications industry could take a
number of years to fully develop. However, the Company also believes that the
minimal competition thus far fostered by the Act has had, and should continue to
have, a favorable impact on the Company, and that the current telecommunications
market still offers substantial premises wiring cabling opportunities. For
example, the Company believes that as a result of the Act, certain Telcos
increased their capital expenditures for competitive video systems, and the
Company has aggressively marketed its services to these companies. In fiscal
1998, revenues from telephone companies for video communication systems
increased 151% to approximately $25.9 million. However, revenues from these
services declined sequentially in each quarter of fiscal 1998, from
approximately $8.3 million in the first quarter to approximately $4.2 million in
the fourth quarter which ended March 29, 1998. This sequential decline in
revenues is due to a number of factors, including: (1) a decision by SBC
Communications, Inc. to halt construction of a cable project in California in
June 1997; this project produced approximately $1.1 million of revenues in the
Company's fiscal 1998 first quarter, (2) a shift from higher revenue generating
underground cabling work orders to lower revenue aerial installation work orders
in GTE Media Ventures franchise areas in California, (3) an increase in
competition from other cabling service providers for available Telco work in
certain market areas, (4) an apparent reassessment by Telcos with regard to
their video strategies of pursuing less costly wireless cable systems (DBS and
MMDS systems) in lieu of their current and more costly hybrid fiber-coaxial
hardwire systems, and (5) weather related problems in the fiscal 1998 fourth
quarter. The amount of future capital allocated by these companies to their
video programs is largely contingent upon the financial success of these
programs, possible new technical developments, and overall strategic decisions
by the companies regarding video services.
-14-
The Company has continued to focus on obtaining residential and commercial
premises wiring projects, and to diversify its customer base beyond the
traditional cable television industry. Historically, the level of capital
spending within the domestic cable industry has largely impacted the Company's
revenues and results of operations. The amount of capital spending by cable
television MSOs has been cyclical and has been affected by a number of factors,
including perceived or actual government regulation, industry access to
financial markets, industry consolidation, and other demands for capital. In
particular, the Company has pursued premises wiring opportunities in the
commercial network cabling market. Revenues derived from commercial network
cabling services in fiscal 1998 increased $2.3 million, or 17%, to approximately
$16.1 million, and reached a record $4.9 million in the fiscal 1998 fourth
quarter.
In October 1997, the Company successfully completed a public offering of
600,000 shares of its common stock. The Company used part of the proceeds to
pay in full its outstanding bank debt, and as of March 29, 1998, had in excess
of $8.7 million in cash and cash equivalents and over $31.3 million in
shareholders' equity. The Company believes that its strong financial resources
allow it to supplement internal growth and sales development efforts with
acquisitions and strategic alliances. The Company has sought and intends to
continue to seek possible acquisitions or alliances that would augment its
existing premises wiring cabling capabilities.
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.
FISCAL 1998 COMPARED TO FISCAL 1997
REVENUES
Total revenues for fiscal 1998 were $85,645,991 compared to $63,035,814 for
fiscal 1997, an increase of 35.9%.
Revenues derived from residential and commercial premises wiring activities
increased by 44.2% to a record $77.0 million in fiscal 1998, versus
approximately $53.4 million in the prior year period. Such revenues accounted
for 90.0% of the Company's total revenues for fiscal 1998 versus 84.7% a year
earlier, consistent with the Company's announced strategy to focus efforts on
premises wiring activities.
Premises wiring revenues derived from Telcos that are building or expanding
video systems increased to approximately $25.9 million (30.2% of total Company
revenues) in fiscal 1998 compared to approximately $10.3 million (16.4% of total
Company revenues) in fiscal 1997. Of the total $25.9 million of revenues from
Telcos, approximately $14.7 million, or 17% of total Company revenues, was
generated from work orders issued under contracts with GTE Media Ventures, a
division of GTE. The Company believes that as a result of the Telecommunications
Act, certain Telcos increased their capital expenditures for video systems, and
the Company has aggressively marketed its services to these companies. The
amount of future capital allocated by these companies to their video programs
is largely contingent upon the financial success of these programs, possible new
technical developments, and overall strategic decisions by the companies
regarding video services. Revenues from Telcos for video systems declined
sequentially in each quarter of fiscal 1998, from approximately $8.3 million in
the first quarter to approximately $4.2 million in the fourth quarter which
ended March 29, 1998.
Premises wiring sales from cable television multiple system operators in
fiscal 1998 increased approximately $3.6 million to $26.1 million, and
commercial network revenues increased $2.3 million, or 17%, to approximately
$16.1 million. Revenues during the fourth quarter of fiscal 1998 were
negatively impacted by weather-related problems and delays in customer purchase
and work authorizations in several market areas.
-15-
In May 1998, the Company elected to terminate a contract in Phoenix,
Arizona, with a Telco due to profitability concerns. Individual project work
orders related to this contract generated approximately $2.6 million in revenues
in fiscal 1998, including approximately $1.3 million in the fourth fiscal
quarter ended March 29, 1998. Work under this contract is anticipated to be
substantially complete by the end of June 1998.
GROSS PROFIT
Gross profit for fiscal 1998 was $33.0 million, or 38.6% of revenues, as
compared to $21.7 million, or 34.5% of revenues in 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 9% of total Company revenues in fiscal 1998 versus approximately
14% in fiscal 1997. The percentage decline in cabling materials is primarily
due to strong fiscal 1998 labor only revenues derived from Telcos. The increase
in gross margin is also a result of subcontractor production costs, which
decreased as a percent of labor cabling revenues in fiscal 1998. 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 fiscal 1998 were $25.2
million, or 29.4% of revenues, as compared to $18.4 million, or 29.2%, of
revenues for fiscal 1997.
The Company's selling, general and administrative cost structure 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 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 $343,726, or 0.4% of revenues, for fiscal 1998 as
compared to $617,004, or 1.0% of revenues, for fiscal 1997. In October 1997 the
Company used part of the proceeds received from a public stock offering to pay
in full its outstanding bank debt of approximately $6.8 million. The balance of
the proceeds are being invested in short-term investment grade securities.
Interest income generated from these investments totaled $156,093 for the period
ended March 29, 1998 (see "Liquidity and Capital Resources").
FISCAL 1997 COMPARED TO FISCAL 1996
REVENUES
Total revenues for fiscal 1997 were $63,035,814 compared to $56,055,416 for
fiscal 1996, an increase of 12.5%.
Total residential and commercial premises wiring revenues for fiscal 1997
increased 43.4% to approximately $53.4 million compared to approximately $37.3
million in fiscal 1996. Revenues derived from network cabling services
increased $6.1 million or 79.0% from the $7.7 million recorded in fiscal 1996 to
approximately $13.8 million in fiscal 1997 due to increased marketing efforts by
the Company for these services. In addition, premises wiring revenues derived
from Telcos building or expanding video systems increased to approximately $10.3
million for fiscal 1997 compared to approximately $2.0 million for the 1996
fiscal year. The Company believes that as a result of the Telecommunications
Act, certain Telcos have increased their capital expenditures for video systems,
and the Company has aggressively marketed its services to these companies.
-16-
Outside plant construction revenues for fiscal 1997 declined to
approximately $9.6 million from approximately $18.8 million in fiscal 1996,
reflecting management's strategy to increase its emphasis on premises wiring
services.
The Company recorded sequential increases in revenues during each quarter
of fiscal 1997. Revenues during the fourth quarter of fiscal 1996 were
negatively impacted by the following: (1) lower than anticipated capital
spending by its cable television customers in several market areas, (2) delays
in the start-up of network cabling projects, and (3) unusually severe weather in
January 1996.
GROSS PROFIT
Gross profit for fiscal 1997 was $21,738,347, or 34.5% of revenues, as
compared to $17,104,657, or 30.5% of revenues, for fiscal 1996.
The increase in gross margin for fiscal 1997 can primarily be attributed to
the emphasis on premises wiring projects over outside plant construction
projects. Outside plant construction projects require the use of heavy
machinery, specialized trucks, tool systems, and other related construction
equipment which reduce the Company's gross margin. In fiscal 1996, the
Company's overall operating results were negatively impacted by operating losses
incurred on a large outside plant construction project in the San Diego area.
These operating losses totaled approximately $600,000, due primarily to high
vehicle, equipment, and production costs, on contract revenues of approximately
$4.9 million. The Company's overall operating results for the first six months
of fiscal 1997 were negatively impacted by operating losses of approximately
$370,000 as a result of the Company's decision to close its San Diego regional
office and the completion of remaining outside plant construction projects
there.
SELLING, GENERAL AND ADMINISTRATIVE
Selling, general and administrative expenses for fiscal 1997 were
$18,436,896, or 29.2% of revenues, as compared to $15,935,087 or 28.4% of
revenues, for fiscal 1996.
The dollar increase in selling, general, and administrative expenses for
fiscal 1997 is primarily due to increased employee wages and associated costs
incurred to support both current period revenues and anticipated future
revenues. Selling, general, and administrative expenses also include additional
amounts for sales personnel engaged in marketing the Company's local area
network cabling services. The Company's selling, general and administrative
expenses during fiscal 1997 were also impacted by an unusually large charge to
bad debts of $234,000 as a result of a customer filing for protection under
Chapter 11 of the Bankruptcy Code.
INTEREST EXPENSE
Interest expense was $617,004 or 1.0% of revenues for fiscal 1997 as
compared to $512,214, or 0.9% of revenues, for fiscal 1996. 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, 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 would draw on its
revolving credit note to finance its work-in-process until project work is
billed to and paid by the customer.
-17-
In October 1997, the Company completed a public offering in which it issued
600,000 new shares of common stock. Net proceeds from the offering were
$14,175,000 before deducting related expenses of $279,443. The Company paid in
full the outstanding balance of its revolving credit note of approximately $6.8
million and will use the balance of the proceeds for general corporate purposes,
including working capital, expansion of sales and marketing activities, openings
of new field offices and possible acquisitions of businesses, services or
technology complimentary to the Company's business. Pending such uses, the
proceeds are being invested in short-term investment grade securities.
Combined accounts receivable and work-in-process at March 29, 1998 totaled
$19.6 million compared to $17.9 at March 30, 1997, an increase of $1.7 million
or 9.6%. This increase is primarily due to higher revenue levels recorded in
the fourth quarter of fiscal 1998. Revenues for all of fiscal 1998 were $85.6
million, an increase of $22.6 million, or 35.9%, from the $63.0 million recorded
in fiscal 1997. Revenues for the fourth quarter of fiscal 1998 increased 14.1%
to $19.5 million compared with $17.1 million in the comparable quarter last
year. The Company anticipates that it will continue to receive collections of
its accounts receivable in the ordinary course of business. However, there is
no assurance 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.
Management believes that current cash reserves, cash flow from operations,
possible credit from its commercial bank, 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. On March 26, 1998, the Company received a
commitment from its new commercial bank for a two-year $10.0 million unsecured
revolving credit note and terminated its prior credit agreement. Terms of the
new credit agreement have not been finalized. There were no borrowings
outstanding under the new credit commitment at March 29, 1998.
CASH FLOW FROM OPERATING ACTIVITIES. For fiscal 1998, net cash provided by
operating activities was $6.4 million. This was due primarily to the Company's
net income and depreciation which totaled $7.6 million. 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 USED IN INVESTING ACTIVITIES. Net cash used in investing activities
for fiscal 1998 totaled $4.6 million compared to $2.2 million for the previous
year. Cash used in investing activities is primarily a result of the purchase
of property and equipment, which totaled $4.9 million (5.7% of revenues) and
$2.8 million (4.4% of revenues) in 1998 and 1997, respectively. The increase of
$2.1 million in property and equipment is primarily due to vehicles purchased
for new projects in fiscal 1998.
-18-
VARIABILITY IN QUARTERLY RESULTS AND SEASONALITY
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, 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. 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. The Company's operations historically
have also been influenced by the budget cycles of the Company's customers. Many
of the Company's MSO 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 early part of the calendar year (the
Company's fourth and first fiscal quarters.) Telecommunications 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 soft
ground which may prevent underground premises installations, the burying of
cable drops, and increased restoration costs. 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. In
fiscal 1998, the Company recorded approximately $25.9 million (or 30.2% of total
revenues for the year) in revenues from Telcos that are building or expanding
video systems. Of the total $25.9 million of revenues from Telcos,
approximately $14.7 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. possible new technical developments, and overall strategic decisions
by the companies regarding video services. Revenues from Telcos for video
systems declined sequentially in each quarter of fiscal 1998, from approximately
$8.3 million in the first quarter to approximately $4.2 million in the fourth
quarter which ended March 29, 1998. 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.
-19-
YEAR 2000
The Year 2000 problem arises from the fact that due to early limitations on
memory and disk storage many computer programs indicate the year by only two
digits, rather than four. This limitation can cause programs that perform
arithmetic operations, comparisons, or sorting of data fields to yield incorrect
results when working outside the year range of 1900-1999. This could cause
computer applications to fail or to create erroneous results unless corrective
measures are taken. Incomplete or untimely resolution of the Year 2000 issue
could have a material adverse impact on the Company's business, operations or
financial condition in the future. The Company has been assessing the impact
that the Year 2000 issue will have on its computer systems, including both
hardware and software. In response to these assessments, which are ongoing, the
Company has developed and is implementing a plan to develop solutions to those
systems found to have date-related deficiencies. The Company is also surveying
its bank and critical suppliers to determine the status of their Year 2000
compliance programs. Based upon current available information, the Company
believes that Year 2000 compliance should be completed by March 1999. Assuming
that project plans can be implemented as planned, the Company believes future
costs relating to the Year 2000 issue, which will be expensed as incurred, will
not have a material adverse impact on the Company's business, operations, or
financial condition.
ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's exposure to market risk through derivative financial
instruments and other financial instruments, such as investments in short-term
marketable securities and long-term debt, is not material.
ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Registrant's consolidated financial statements and related notes and
independent auditors' reports follow on subsequent pages of this report.
-20-
AMERILINK CORPORATION
CONSOLIDATED BALANCE SHEETS
March 30, March 29,
1997 1998
---------- ---------
ASSETS
Current assets:
Cash and cash equivalents $ 120,395 $ 8,723,230
Accounts receivable-trade, net of allowance for doubtful
accounts of $171,000 in 1997 and $234,000 in 1998 13,558,789 13,884,731
Work-in-process 4,294,802 5,690,546
Materials and supply inventories 1,509,840 1,655,809
Other receivables 308,217 229,702
Deferred income taxes 142,593 458,584
Other 153,125 114,895
----------- -----------
Total current assets 20,087,761 30,757,497
Property and equipment - net 5,928,062 7,585,118
Deposits and other assets 183,578 185,291
Deferred income taxes 11,710 ----
----------- -----------
Total assets $26,211,111 $38,527,906
----------- -----------
----------- -----------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Trade accounts payable $ 2,318,675 $ 2,658,091
Liability to subcontractors 1,960,754 1,886,173
Accrued compensation and related expenses 1,435,672 1,845,507
Accrued insurance 368,257 509,965
Other 256,151 307,579
Current maturities of long-term debt 69,190 ----
----------- -----------
Total current liabilities 6,408,699 7,207,315
Long-term debt, less current maturities 9,000,000 ----
----------- -----------
Total liabilities 15,408,699 7,207,315
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 and 4,255,930 shares issued and outstanding
in 1997 and 1998 8,084,645 24,017,256
Retained earnings 2,717,767 7,303,335
----------- -----------
Total shareholders' equity 10,802,412 31,320,591
----------- -----------
Total liabilities and shareholders' equity $26,211,111 $38,527,906
----------- -----------
----------- -----------
See notes to consolidated financial statements
-21-
AMERILINK CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
For the Fifty-Two Weeks Ended
March 31, March 30, March 29,
1996 1997 1998
----------- ----------- -----------
Revenues $56,055,416 $63,035,814 $85,645,991
Cost of sales 38,950,759 41,297,467 52,615,969
----------- ----------- -----------
Gross profit 17,104,657 21,738,347 33,030,022
Selling, general and administrative expenses 15,935,087 18,436,896 25,183,821
----------- ----------- -----------
Income from operations 1,169,570 3,301,451 7,846,201
Interest expense (512,214) (617,004) (187,633)
Other income 28,688 7,047 ----
----------- ----------- -----------
Income before income taxes 686,044 2,691,494 7,658,568
Provision for income taxes 229,000 1,123,000 3,073,000
----------- ----------- -----------
Net income $ 457,044 $ 1,568,494 $ 4,585,568
----------- ----------- -----------
----------- ----------- -----------
Earnings per share:
Basic $ 0.13 $ 0.45 $ 1.20
----------- ----------- -----------
----------- ----------- -----------
Diluted $ 0.13 $ 0.44 $ 1.15
----------- ----------- -----------
----------- ----------- -----------
Weighted average shares:
Basic 3,478,580 3,479,025 3,805,866
Diluted 3,625,510 3,589,131 4,002,089
See notes to consolidated financial statements
-22-
AMERILINK CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
Common Stock Retained
Shares Amount Earnings Total
---------- ---------- --------- ----------
Balance at April 2, 1995 3,478,580 $8,061,395 $692,229 $8,753,624
Net income ---- ---- 457,044 457,044
---------- ---------- --------- ----------
Balance at March 31, 1996 3,478,580 8,061,395 1,149,273 9,210,668
Net income ---- ---- 1,568,494 1,568,494
Issuance of restricted stock 3,000 23,250 ---- 23,250
---------- ---------- --------- ----------
Balance at March 30, 1997 3,481,580 8,084,645 2,717,767 10,802,412
Net income ---- ---- 4,585,568 4,585,568
Proceeds from exercise of
stock options 174,350 813,275 ---- 813,275
Tax benefit from exercise of
stock options ---- 1,223,779 ---- 1,223,779
Net proceeds from sale of
common stock, less issuance
expenses of $279,443 600,000 13,895,557 ---- 13,895,557
---------- ---------- --------- ----------
Balance at March 29, 1998 4,255,930 $24,017,256 $7,303,335 $31,320,591
---------- ---------- --------- ----------
---------- ---------- --------- ----------
See notes to consolidated financial statements
-23-
AMERILINK CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Fifty-Two Weeks Ended
March 31, March 30, March 29,
1996 1997 1998
---- ---- ----
OPERATING ACTIVITIES
Net income $457,044 $1,568,494 $4,585,568
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 1,950,215 2,242,312 2,967,518
Net loss (gain) on disposal of fixed assets 9,667 (14,950) (4,400)
Gain on investments (23,534) (6,199) ----
Deferred income taxes (169,500) (145,000) (304,281)
Changes in operating assets and liabilities:
Accounts receivable and work-in-process (1,169,784) (6,051,531) (1,721,686)
Materials and supply inventories (470,529) 200,244 (145,969)
Other receivables (1,742) (86,558) 78,515
Other assets (202,743) 357,138 38,230
Trade accounts payable 493,369 516,554 339,416
Liability to subcontractors 65,404 877,568 (74,581)
Accrued compensation and related expenses 74,024 356,737 409,835
Accrued insurance (111,023) (168,615) 141,708
Other liabilities 10,930 95,199 51,428
------ ------ ------
Net cash provided by (used in) operating activities 911,798 (258,607) 6,361,301
INVESTING ACTIVITIES
Purchase of property and equipment (4,206,245) (2,752,254) (4,917,240)
Proceeds from sale of property and equipment 500,801 629,525 297,066
Deposits and other assets 246,345 (82,912) (1,713)
------- ------- ------
Net cash used in investing activities (3,459,099) (2,205,641) (4,621,887)
FINANCING ACTIVITIES
Principal payments on long-term debt (18,645,963) (20,400,000) (25,794,190)
Proceeds from borrowings on long-term debt 21,200,000 22,905,963 16,725,000
Proceeds from issuance of common stock ---- ---- 13,895,557
Proceeds from exercise of stock options ---- ---- 813,275
Tax benefit from exercise of options ---- ---- 1,223,779
---- ---- ---------
Net cash provided by financing activities 2,554,037 2,505,963 6,863,421
--------- --------- ---------
Increase in cash and cash equivalents 6,736 41,715 8,602,835
Cash and cash equivalents at beginning of year 71,944 78,680 120,395
------ ------ -------
Cash and cash equivalents at end of year $78,680 $120,395 $8,723,230
------ ------- ---------
------ ------- ---------
Supplemental cash flow disclosures:
Interest paid $508,587 $619,192 $347,484
Income taxes paid $604,192 $762,048 $2,304,584
See notes to consolidated financial statements
-24-
AMERILINK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Fifty-two weeks ended March 31, 1996, March 30, 1997 and March 29, 1998
1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF BUSINESS: AmeriLink Corporation (the "Company") designs, constructs,
installs and maintains fiber optic, coaxial and twisted-pair copper cabling
systems for the transmission of video, voice and data. The Company's cabling
services include the drops and cable feeds to, and wiring of, residences,
multiple dwelling units and commercial buildings and the construction of aerial
and underground distribution plant. The Company offers these services on a
national basis to providers of telecommunications services, including: major
cable television multiple system operators; traditional telephone service
providers, including local exchange carriers and long distance carriers;
competitive local exchange carriers; Direct Broadcast Satellite providers;
system integrators and users of local area network and wide-area network
systems; and other businesses providing specific or bundled telecommunications
services. The Company's services are provided predominately through the use of
independent contractors via its national network of regional and satellite field
offices. The Company's corporate headquarters are located in Columbus, Ohio,
and, as of March 29, 1998, the Company had 18 regional field offices that
service the following metropolitan areas: Atlanta, Chicago, Cincinnati,
Cleveland, Columbus, Detroit, Houston, Indianapolis, Los Angeles, Louisville,
New York, Omaha, Phoenix, Richmond, San Antonio, San Francisco, St. Louis and
Tampa Bay.
PRINCIPLES OF CONSOLIDATION AND RECAPITALIZATION: These financial statements
include the accounts of both AmeriLink Corporation (the holding company) and its
wholly-owned subsidiary AmeriLink Corp. (the operating company). Prior to
consummation of the Company's initial public offering in August 1994, the
business of the Company was conducted solely under AmeriLink Corp. In
conjunction with the public offering, the shareholders of AmeriLink Corp.
received 13,500 shares of AmeriLink Corporation stock for each share of
AmeriLink Corp. stock held. As a result of the recapitalization, AmeriLink
Corporation is the sole shareholder of AmeriLink Corp.
FISCAL YEAR: Fiscal years are designated in the financial statements and notes
thereto by the year in which the fiscal year ends. Accordingly, results for the
fiscal years 1996, 1997 and 1998 represent the 52 weeks ended March 31, 1996,
March 30, 1997, and March 29, 1998, respectively.
REVENUES AND COST RECOGNITION: The Company recognizes revenues from its fixed
and unit price contracts in process on the percentage of completion method of
accounting. Anticipated losses on these contracts are recorded when identified.
Contract costs include all direct labor, material, subcontract and other direct
project costs related to contract performance.
Work-in-process typically represents amounts earned under the Company's
contracts but not billed due to timing or not billable to clients according to
contract terms, which usually consider passage of time, achievement of certain
milestones or completion of the project.
-25-
AMERILINK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Fifty-two weeks ended March 31, 1996, March 30, 1997 and March 29, 1998
1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
MAJOR CUSTOMERS: Customers comprising 10% or greater of the Company's fiscal
year net sales are summarized as follows:
1996 1997 1998
---- ---- ----
GTE Media Ventures --- 8% 17%
Time Warner Cable 26% 19% 16%
CONCENTRATIONS OF CREDIT RISK: Financial instruments, which potentially subject
the Company to concentration of credit risk, consist principally of
uncollateralized trade receivables and unbilled work-in-process. The Company
performs ongoing credit evaluations of its customers' financial conditions but
does not require collateral to support customer receivables. The Company
establishes an allowance for doubtful accounts based upon factors surrounding
the credit risk of specific customers, historical trends and other information.
The following is a summary of activity in the allowance for doubtful accounts
for the fiscal years ended March 31, 1996, March 30, 1997 and March 29, 1998.
1996 1997 1998
---- ---- ----
Beginning balance $ 95,000 $ 95,000 $ 171,000
Provision for bad debts 91,000 349,000 229,600
Account write-offs, net (91,000) (273,000) (166,600)
------ ------- -------
Ending Balance $ 95,000 $ 171,000 $ 234,000
------ ------- -------
------ ------- -------
MATERIALS AND SUPPLY INVENTORIES: Materials and supply inventories are
comprised primarily of cabling materials and are stated at cost. Cost is
determined using the first-in, first-out (FIFO) method.
PROPERTY AND EQUIPMENT: Property and equipment is recorded at cost.
Depreciation and amortization for financial reporting purposes is computed using
the straight-line method over the estimated useful lives of the assets.
Generally, the useful lives for all major classes of assets are three to seven
years. Recovery of capital costs for income tax reporting purposes is primarily
provided by the use of accelerated methods over the statutory recovery periods.
The costs of assets sold or retired and the related accumulated depreciation are
removed from the accounts in the year of disposal, and any gain or loss is
included in net income. Maintenance and repairs are charged to expense as
incurred.
CASH AND CASH EQUIVALENTS: For purposes of the statements of cash flows, the
Company considers all highly liquid investments with a maturity of three months
or less at the time of purchase to be cash equivalents. At March 29, 1998, the
Company had $5.0 million of commercial paper (estimated yield of 5.5%)
classified as cash equivalents.
INCOME TAXES: Income taxes are calculated in accordance with Statement of
Financial Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes".
Deferred tax assets and liabilities are recognized based on the difference
between the financial statement and tax bases of assets and liabilities using
enacted tax rates in effect for the year in which the differences are expected
to be realized.
-26-
AMERILINK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Fifty-two weeks ended March 31, 1996, March 30, 1997 and March 29, 1998
1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
COMMON STOCK AND EARNINGS PER SHARE: The Company adopted SFAS No. 128,
"Earnings per Share," which modifies the calculation of earnings per share
("EPS"). The Standard replaces the previous presentation of primary and fully
diluted EPS to basic and diluted EPS. Basic EPS excludes dilution and is
computed by dividing income available to common shareholders by the weighted
average number of common shares outstanding for the period. Diluted EPS
includes the dilution of common stock equivalents consisting of shares subject
to stock options. All prior periods presented have been restated to reflect
this adoption.
1996 1997 1998
---- ---- ----
BASIC:
Net income $ 457,044 $ 1,568,494 $ 4,585,568
Weighted average common
shares outstanding 3,478,580 3,479,025 3,805,866
----------- ------------- -------------
Basic EPS $ 0.13 $ 0.45 $ 1.20
- ---- - ---- - ----
- ---- - ---- - ----
DILUTED:
Net income $ 457,044 $ 1,568,494 $ 4,585,568
Weighted average common
shares outstanding 3,478,580 3,479,025 3,805,866
Dilutive stock options 146,930 110,106 196,223
------- ------- -------
Total shares and dilutive potential shares 3,625,510 3,589,131 4,002,089
--------- --------- ---------
Diluted EPS $ 0.13 $ 0.44 $ 1.15
- ---- - ---- - ----
- ---- - ---- - ----
Some options were outstanding during fiscal years 1996, 1997 and 1998 but were
not included in the computation of diluted earnings per share because the
average market price of the Company's common stock during the period was greater
than the exercise price of the options and, therefore, were antidilutive. Note
7 provides additional information on the Company's stock options.
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 and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Management believes those estimates and assumptions utilized
in preparing the financial statements are reasonable. Actual results could
differ from those estimates.
Estimates used in the Company's consolidated financial statements include, but
are not limited to, revenue recognition of work-in-process, the allowance for
doubtful accounts, self-insured claims liabilities, the valuation of deferred
tax assets, depreciation and amortization and the estimated lives of assets.
IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS: In June 1997, the Financial
Accounting Standards Board ("FASB") issued SFAS No. 130, "Reporting
Comprehensive Income," and SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information,". SFAS No. 130 addresses standards for
reporting and display of comprehensive income and its components and SFAS No.
131 requires disclosure of reportable operating segments. These statements are
effective for the Company's fiscal 1999 financial statements. The Company will
be reviewing these pronouncements to determine their applicability to the
Company, if any.
-27-
AMERILINK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Fifty-two weeks ended March 31, 1996, March 30, 1997 and March 29, 1998
2. PROPERTY AND EQUIPMENT
Property and equipment consists of the following as of March 30, 1997 and March
29, 1998:
1997 1998
---- ----
Leasehold improvements $ 181,486 $ 224,331
Transportation equipment 5,371,718 7,105,535
Machinery and equipment 4,469,496 5,380,994
Computer equipment and related software 1,430,884 1,621,867
Furniture and fixtures 906,593 974,463
------- -------
Total 12,360,177 15,307,190
Less accumulated depreciation (6,432,115) (7,722,072)
--------- ---------
Net property and equipment $ 5,928,062 $ 7,585,118
- --------- - ---------
- --------- - ---------
3. EMPLOYEE BENEFIT PLANS
The Company has a Profit Sharing and 401(k) Plan covering substantially all of
its employees. Profit sharing contributions are at the discretion of the Board
of Directors, although limited to the maximum amount permitted under the
Internal Revenue Code. The Company did not make a profit sharing contribution
for fiscal years 1996, 1997, and 1998. The Company's 401(k) Plan allows
eligible employees to contribute a portion of their compensation to the Plan.
The employer may make an additional contribution subject to the terms of the
Plan. The contribution expense for the Company to the 401(k) Plan for fiscal
years 1996, 1997 and 1998 was $42,901, $66,109, and $160,557, respectively.
4. NOTES PAYABLE AND LONG-TERM DEBT
At March 30, 1997, the Company had a $12.0 million unsecured revolving credit
note and an unsecured term note in the amount of $1.6 million with its
commercial bank. Interest on the unsecured revolving credit note was payable at
a rate of prime minus 1% (7.50% at March 30, 1997) with a commitment fee of 1/4%
on any unused portion. Borrowings under the revolving credit note were $9.0
million at March 30, 1997. Principal payments on the term note were in the
amount of $60,000 and interest was payable at the prime rate (8.50% at March 30,
1997). Both principal and interest payments were made monthly on the term note.
The balance on the term note was $69,190 at March 30, 1997.
In October 1997, the Company completed a public offering of 600,000 shares of
common stock (see Note 8). The Company used part of the proceeds to pay in full
the outstanding balance of the revolving credit note.
On March 26, 1998, the Company received a two-year commitment from a new
commercial bank for a $10.0 million unsecured revolving credit note and
terminated its prior credit agreement. Terms of the new credit agreement have
not been finalized. There were no borrowings outstanding under the new credit
commitment at March 29, 1998.
-28-
AMERILINK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Fifty-two weeks ended March 31, 1996, March 30, 1997 and March 29, 1998
5. INCOME TAXES
The provision for income taxes consists of the following for the fifty-two weeks
ended March 31, 1996, March 30, 1997, and March 29, 1998:
1996 1997 1998
---- ---- ----
Current:
Federal $ 315,200 $ 1,013,000 $ 2,728,000
State and local 83,300 255,000 649,000
------ ------- -------
398,500 1,268,000 3,377,000
Deferred:
Federal (144,000) (123,000) (259,000)
State and local (25,500) (22,000) (45,000)
------ ------ ------
(169,500) (145,000) (304,000)
------- ------- -------
Total provision for
income taxes $ 229,000 $ 1,123,000 $ 3,073,000
------- --------- ---------
------- --------- ---------
Deferred tax assets and liabilities recorded in the consolidated balance sheets
at March 30, 1997, and March 29, 1998, consist of the following:
1997 1998
---- ----
Deferred tax assets:
Accrued compensation $ 164,170 $ 169,073
Accrued insurance 90,128 88,128
Allowance for doubtful accounts 68,400 93,600
Other 73,173 107,783
------ -------
Total deferred tax assets 395,871 458,584
------- -------
Deferred tax liabilities:
Cash to accrual adjustment (234,509) ----
Depreciation (7,059) ----
----- ----
Total deferred tax liabilities (241,568) ----
------- ----
Net deferred tax assets $ 154,303 $ 458,584
------- -------
------- -------
A reconciliation of the federal corporate income tax rate and the effective tax
rate on income taxes is summarized below for the fiscal years ended March 31,
1996, March 30, 1997, and March 29, 1998:
1996 1997 1998
---- ---- ----
Statutory income tax rate 34.0% 34.0% 34.0%
State and local taxes, net of Federal benefit 5.2% 5.2% 5.2%
Permanent differences 5.6% 2.5% 0.9%
Adjustment due to change in accounting estimate (11.4%) ---- ----
----- ---- ----
Effective income tax rate 33.4% 41.7% 40.1%
----- ----- -----
----- ----- -----
-29-
AMERILINK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Fifty-two weeks ended March 31, 1996, March 30, 1997 and March 29, 1998
6. OPERATING LEASES
The Company is committed under noncancellable operating leases for offices
and warehouse space which will require future minimum rental commitments of
$383,676, $269,856 and $21,850 in fiscal years 1999, 2000 and 2001. The
Company also operates under lease agreements which do not exceed one year in
term. Rental expense under all operating leases amounted to $769,779,
$923,752 and $1,222,171 for the years ended March 31, 1996, March 30, 1997
and March 29, 1998, respectively.
7. STOCK OPTIONS AND STOCK INCENTIVE PLAN
Prior to the Company's initial public offering, key officers were granted
options to purchase outstanding shares of common stock from the majority
shareholders of the Company, and in connection with the recapitalization
agreed to restated option agreements. The Chief Executive Officer was
granted options to purchase 135,000 shares at $4.00 per share, and 225,000
shares at $6.35 per share, of which 135,000 and 25,000, respectively, were
exercised during the fiscal year ended March 29, 1998. The remaining options
are currently exercisable and shall remain in effect until the later of
termination of employment or, in the event employment is terminated by death,
one year after death. The Company's Senior Vice President of Operations was
granted options to purchase 81,000 shares at $4.69 per share. These options
shall remain effective until the earlier of May 1, 2004, or the termination
of employment (if employment is terminated by death, then one year after
death). Options to purchase 40,500 of the shares became exercisable on April
1, 1997, and the remaining options will become exercisable, on a cumulative
basis, at the rate of 10% per year commencing on April 1, 1998. None of the
options have been exercised as of March 29, 1998.
Effective August 1994, the Company adopted a stock incentive plan (the "Plan")
for key employees and directors of the Company. The Plan is administered by the
Compensation Committee of the Board of Directors, and provides for grants of
stock options, stock appreciation rights, restricted stock awards and phantom
stock. The maximum aggregate number of common shares which may be granted under
the Plan is 350,000 shares, and the maximum number of shares that may be awarded
during any calendar year may not exceed 10% of the total number of issued and
outstanding common shares of the Company. Any awards that lapse or are canceled
are available for re-grant under the terms of the Plan. At March 29, 1998,
there were 111,914 shares available for grant.
Stock option grants may be in the form of incentive stock options or
non-qualified options. As of March 29, 1998, all options granted have been
non-qualified options. Key employee options awarded under the plan vest 20%
annually from the date of the grant, and non-employee Director option awards
vest 25% annually from the date of the grant. Stock options awarded under the
plan are at exercise prices that equal or exceed the fair market value at the
date of the grant, and any shares not exercised lapse on the earliest of ten
years from the grant date or 90 days after termination with the Company. In
February 1997, an initial grant of 3,000 shares of restricted stock was issued
to non-employee Directors of the Company. One-third of the shares becomes
exercisable on each of the next three anniversaries of the date of the award.
-30-
AMERILINK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Fifty-two weeks ended March 31, 1996, March 30, 1997 and March 29, 1998
7. STOCK OPTIONS AND STOCK INCENTIVE PLAN (CONTINUED)
The following table summarizes all stock option transactions under the Stock
Incentive Plan for the fiscal years ended March 31, 1996, March 30, 1997, and
March 29, 1998.
1996 1997 1998
---- ---- ----
Weighted Weighted Weighted
Average Average Average
Exercise Exercise Exercise
Options Price Options Price Options Price
------- ----- ------- ----- ------- -----
Outstanding - beginning
of year 124,875 $ 8.80 142,450 $ 8.70 177,490 $ 8.50
Granted 26,375 $ 8.00 48,425 $ 7.75 57,596 $ 17.19
Forfeited (8,800) $ 8.00 (13,385) $ 7.95 ---
Exercised --- --- (14,350) $ 7.98
--- --- ------
Outstanding - end of year 142,450 $ 8.70 177,490 $ 8.50 220,736 $ 10.80
------- ------- -------
------- ------- -------
Exercisable at end of year 23,684 $ 8.84 49,125 $ 8.81 71,410 $ 8.84
------- ------- -------
------- ------- -------
The following table summarizes information about stock options outstanding at
March 29, 1998:
Options Outstanding Options Exercisable
------------------- -------------------
Weighted Weighted
Weighted Average Average Average
Remaining Exercise Exercise
Range of Exercise Prices Options Contractual Life Price Options Price
- ------------------------ ------- ---------------- ----- ------- -----
$7.75 - $8.13 123,716 7.6 $ 7.91 41,410 $ 8.00
$10.00 50,000 6.4 $ 10.00 30,000 $ 10.00
$19.13 46,020 9.5 $ 19.13 --- ---
$24.25 1,000 9.5 $ 24.25 --- ---
----- ---
220,736 7.7 $ 10.80 71,410 $ 8.84
------- ------
------- ------
The Company adopted the disclosure requirements of SFAS No. 123, "Accounting for
Stock-Based Compensation", but has elected to continue to measure compensation
expense in accordance with Accounting Principles Board Opinion No. 25, ("APB
25") "Accounting for Stock Issued to Employees". Under APB 25, no compensation
expense for stock options has been recognized because the exercise prices equal
or exceed the market price of the underlying stock on the date of grant.
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AMERILINK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Fifty-two weeks ended March 31, 1996, March 30, 1997 and March 29, 1998
7. STOCK OPTIONS AND STOCK INCENTIVE PLAN (CONTINUED)
The fair value of the options granted in fiscal years 1996, 1997 and 1998 has
been estimated at the date of grant using the Black-Scholes option-pricing model
with the following assumptions:
1996 1997 1998
---- ---- ----
Expected stock volatility 40.0% 40.0% 70.0%
Risk-free interest rate 6.4% 6.5% 6.2%
Expected lives 5 years 5 years 5 years
Dividend yield 0.0% 0.0% 0.0%
The weighted average estimated fair value of stock options granted during fiscal
1996, 1997 and 1998 was $3.62, $3.53 and $10.85 per share, respectively. Had
compensation cost for the Company's stock option and stock incentive plans been
determined based on the fair value at the grant dates of awards under those
plans, consistent with the method of SFAS No. 123, the Company's net income and
earnings per share would have been reduced to the proforma amounts indicated
below:
1996 1997 1998
---- ---- ----
Net income: As reported $ 457,044 $ 1,568,494 $ 4,585,568
Proforma 450,000 1,544,000 4,502,000
Basic EPS: As reported $ 0.13 $ 0.45 $ 1.20
Proforma 0.13 0.44 1.18
Diluted EPS: As reported $ 0.13 $ 0.44 $ 1.15
Proforma 0.13 0.44 1.13
The Black-Scholes option valuation model was developed for estimating the fair
value of traded options that have no vesting restrictions and are fully
transferable. Because option valuation models require the use of subjective
assumptions and changes in these assumptions can materially impact the fair
value of the options and the Company's options do not have the characteristics
of traded options, the option valuation models do not necessarily provide a
reliable measure of the fair value of its options.
8. STOCK OFFERING
On October 23, 1997, the Company's registration statement for a public offering
was declared effective by the Securities and Exchange Commission and the Company
issued 600,000 new shares of its common stock. The proceeds from the offering
were $14,175,000 before deducting related expenses totaling $279,443. The
Company used part of the proceeds to pay in full the outstanding balance of its
unsecured revolving credit note with its commercial bank.
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AMERILINK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Fifty-two weeks ended March 31, 1996, March 30, 1997 and March 29, 1998
9. QUARTERLY FINANCIAL DATA (UNAUDITED)
The following is a summary of the unaudited quarterly results from operations
for the 52 weeks ended March 30, 1997, and March 29, 1998 (in thousands, except
per share amounts).
First Second Third Fourth
Quarter Quarter Quarter Quarter
------- ------- ------- -------
Revenues:
Fiscal 1997 $ 13,521 $ 15,663 $ 16,731 $ 17,121
Fiscal 1998 21,651 21,717 22,736 19,542
Gross profit:
Fiscal 1997 4,500 5,181 5,850 6,207
Fiscal 1998 8,302 8,338 8,791 7,599
Income before income taxes:
Fiscal 1997 369 514 830 978
Fiscal 1998 2,001 2,001 2,322 1,335
Net income:
Fiscal 1997 222 308 498 540
Fiscal 1998 1,181 1,212 1,389 804
Basic EPS:
Fiscal 1997 $ 0.06 $ 0.09 $ 0.14 $ 0.16
Fiscal 1998 $ 0.34 $ 0.35 $ 0.35 $ 0.19
Diluted EPS:
Fiscal 1997 $ 0.06 $ 0.09 $ 0.14 $ 0.15
Fiscal 1998 $ 0.33 $ 0.31 $ 0.32 $ 0.18
REPORT OF INDEPENDENT AUDITORS
Board of Directors and Shareholders
AmeriLink Corporation
We have audited the accompanying consolidated balance sheets of AmeriLink
Corporation and Subsidiary (the Company) as of March 30, 1997, and March 29,
1998, and the related consolidated statements of income, changes in
shareholders' equity, and cash flows for each of the three years in the period
ended March 29, 1998. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
AmeriLink Corporation and Subsidiary at March 30, 1997, and March 29, 1998, and
the consolidated results of their operations and their cash flows for each of
the three years in the period ended March 29, 1998, in conformity with generally
accepted accounting principles.
/s/ Ernst & Young LLP
Columbus, Ohio
May 15, 1998
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Not Applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The information required by Item 10 is contained in the Company's 1998
Proxy Statement and is incorporated herein by reference. Such Proxy Statement
will be filed with the Securities and Exchange Commission not later than 120
days after the Company's fiscal year end.
ITEM 11. EXECUTIVE COMPENSATION.
The information required by Item 11 is contained in the Company's 1998
Proxy Statement and is incorporated herein by reference. Such Proxy Statement
will be filed with the Securities and Exchange Commission not later than 120
days after the Company's fiscal year end.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The information required by Item 12 is contained in the Company's 1998
Proxy Statement and is incorporated herein by reference. Such Proxy Statement
will be filed with the Securities and Exchange Commission not later than 120
days after the Company's fiscal year end.
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information required by Item 13 is contained in the Company's 1998
Proxy Statement and is incorporated herein by reference. Such Proxy Statement
will be filed with the Securities and Exchange Commission not later than 120
days after the Company's fiscal year end.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) (1) FINANCIAL STATEMENTS.
The following consolidated financial statements and notes of the Company,
together with the report thereon of Ernst & Young LLP, appear in Item 8 of
this Annual Report on Form 10-K:
Report of Independent Auditors
Consolidated Balance Sheets as of March 30, 1997, and March 29, 1998
Consolidated Statements of Income for the 52 weeks ended March 31,
1996, March 30, 1997, and March 29, 1998
Consolidated Statements of Changes in Shareholders' Equity for the 52
weeks ended March 31, 1996, March 30, 1997, and March 29, 1998
Consolidated Statements of Cash Flows for the 52 weeks ended March 31,
1996, March 30, 1997, and March 29, 1998
Notes to Consolidated Financial Statements
(a) (2) FINANCIAL STATEMENT SCHEDULES.
All schedules have been omitted because they are either not applicable,
not required, or the required information is provided in the financial
statements or notes thereto.
(a) (3) SEE INDEX TO EXHIBITS ON PAGE 37.
(b) REPORTS ON FORM 8-K.
No reports on Form 8-K were filed during the last quarter of the period
covered by this report.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: June 22, 1998 AMERILINK CORPORATION
/s/ Larry R. Linhart
---------------------
By Larry R. Linhart, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Larry R. Linhart Chairman of the Board, President June 22, 1998
- -------------------- and and Chief Executive Officer
Larry R. Linhart
/s/ James W. Brittan Treasurer and Vice President June 22, 1998
- -------------------- Finance (Principal Financial
James W. Brittan and Accounting Officer)
/s/ Robert Powelson Secretary and Director June 22, 1998
- -------------------
Robert Powelson
/s/ William H. Largent Director June 22, 1998
- ----------------------
William H. Largent
/s/ Richard W. Rubenstein Director June 22, 1998
- -------------------------
Richard W. Rubenstein
-36-
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
- ----------- -----------
3.1 Amended Articles of Incorporation.*
3.2 Code of Regulations.*
4.1 Specimen Certificate for Common Shares.*
10.1 Form of 1994 Stock Incentive Plan.*
10.2 Form of Executive Employment Agreement between Larry R.
Linhart and Registrant.*
10.3 Employment Agreement between Joseph L. Govern and
Operating Company, dated October 1, 1991.*
10.4 Form of Joseph L. Govern Stock Option Agreement.*
10.5 Form of Shareholders' Agreement among the Principal
Shareholders and Registrant.*
10.9 Stock Purchase and Close Corporation Agreement as
amended among the Principal Shareholders and the
Operating Company (without exhibits).*
10.10 Restricted Stock Award Agreement between AmeriLink
Corporation and William H. Largent and George Manser
(Incorporated by reference to Exhibit 10.10 to the
Company's Annual Report on Form 10-K for the fiscal
year ended March 30, 1997).
11.1 Incorporated by reference to Page 27 of the 1998
Financial Statements beginning on page 20 herein.
21.1 Subsidiaries of the registrant.*
23.1 Consent of Ernst & Young LLP.**
27.1 Financial Data Schedule. **
27.2 Financial Data Schedule (Restated June 29, September 28
and December 28, 1997). **
27.3 Financial Data Schedule (Restated March 30, 1997). **
27.4 Financial Data Schedule (Restated June 30, September 29
and December 29, 1996). **
* Incorporated by reference from the registrant's registration statement on
form S-1, file no. 33-79832.
** Filed herewith.
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