-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SkZEcL4Orwuch0AJwG3XYbMtVcvZbDXMeOipV9ib0E7Z6tSxNBdtQOVq1Y3PNreQ dtu3WsSHKEigdBEb6LzULg== 0000826411-97-000010.txt : 19970508 0000826411-97-000010.hdr.sgml : 19970508 ACCESSION NUMBER: 0000826411-97-000010 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970506 ITEM INFORMATION: Changes in control of registrant FILED AS OF DATE: 19970507 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ABLE TELCOM HOLDING CORP CENTRAL INDEX KEY: 0000826411 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL WORK [1731] IRS NUMBER: 650013218 STATE OF INCORPORATION: FL FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-21986 FILM NUMBER: 97597153 BUSINESS ADDRESS: STREET 1: 1601 FORUM PL STREET 2: STE 305 CITY: WEST PALM BEACH STATE: FL ZIP: 33401 BUSINESS PHONE: 4076880400 MAIL ADDRESS: STREET 1: 1601 FORUM PLACE CITY: WEST PALM BEACH STATE: FL ZIP: 33401 FORMER COMPANY: FORMER CONFORMED NAME: DELTA VENTURE FUND INC DATE OF NAME CHANGE: 19890312 8-K/A 1 AMENDED REPORT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM 8-K/A-2 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of earliest event reported: May 6, 1997 (Amending Form 8-K filed on December 22, 1995 to report event on December 8, 1995) Able Telcom Holding Corp. (Exact name of registrant as specified in charter) Florida 0-21986 65-0013218 (State or other jurisdiction (Commission (IRS employer of incorporation) file number) identification no.) 1601 Forum Place, Suite 1110, West Palm Beach, Florida 33401 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (407) 688-0400 Item 7. Financial Statements and Exhibits. (a) Financial Statements. Thefollowing financial statements are filed as part of this Form 8-K/A-2: Condensed Financial Statements (unaudited): Condensed Balance Sheets as at November 30, 1995 and 1994 Condensed Statements of Operations for the five months ended November 30, 1995 and 1994 Condensed Statements of Cash Flows for the five months ended November 30, 1995 and 1994 Notes to Condensed Financial Statements Thefollowing financial statements were filed with the Company's Current Report on Form 8-K dated December 21, 1995 as filed with the Commission on December 22, 1995. Financial Statements of H. C. Connell, Inc.: Report of Independent Auditors Balance Sheets as of June 30, 1995 and 1994 Statements of Income and Retained Earnings for the Years Ended June 30, 1995 and 1994 Statements of Cash Flows for the years ended June 30, 1995 and 1994 Notes to Financial Statements Schedules to Financial Statements Report of Independent Auditors Balance Sheets as of June 30, 1994 and 1993 Statements of Income and Retained Earnings for the Years Ended June 30, 1994 and 1993 Statements of Cash Flows for the years ended June 30, 1994 and 1993 Notes to Financial Statements (b) Pro Forma Financial Information. Pro Forma Financial Information related to the transaction reported herein filed with the Company's Current Report on Form 8-K/A-1 dated February 20, 1996 (Amending form 8K filed on December 22, 1995 to report event on December 8, 1995). (c) Exhibits. The following exhibits are incorporated by reference herein. Exhibit No. Description Method of Filing -------------------------------------------------------------------------- 10.1 Stock Purchase Agreement between the Filed with the Registrant and H.C.and Lois A. Connell, Company's Current dated November 6, 1995. Report on Form 8-K dated December 21,1995 10.2 Amendment to Stock Purchase Agreement Filed with the between the Registrant and H.C.and Lois Company's Current A. Connell, dated December 8, 1995. Report on Form 8-K dated December 21,1995 10.3 Consulting Agreement between the Filed with the Registrant and H.C.Connell,dated December Company's Current 1, 1995 Report on Form 8-K dated December 21,1995 10.8 Term Loan and Revolving Line of Credit Filed with the Facility between the Registrant and Company's Current SunTrust Bank, South Florida N.A. Report on Form 8-K effective as of November 29, 1995. dated December 21,1995
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ABLE TELCOM HOLDING CORP. By:/s/ William J. Mercurio -------------------------- William J. Mercurio President,Chief Executive Officer Dated: May 6, 1997 Exhibit Index -------------------------------------------------------------------------- Exhibit No. Description Method of Filing -------------------------------------------------------------------------- 10.1 Stock Purchase Agreement between the Filed with the Registrant and H.C.and Lois A. Connell, Company's Current dated November 6, 1995. Report on Form 8-K dated December 21,1995 10.2 Amendment to Stock Purchase Agreement Filed with the between the Registrant and H.C.and Lois Company's Current A. Connell, dated December 8, 1995. Report on Form 8-K dated December 21,1995 10.3 Consulting Agreement between the Filed with the Registrant and H.C.Connell,dated December Company's Current 1, 1995 Report on Form 8-K dated December 21,1995 10.8 Term Loan and Revolving Line of Credit Filed with the Facility between the Registrant and Company's Current SunTrust Bank, South Florida N.A. Report on Form 8-K effective as of November 29, 1995. dated December 21,1995
H.C. CONNELL, INC. Financial Statements November 30, 1995 and 1994 - ------------------------------------------------------------------------ H.C. CONNELL, INC. - ------------------------------------------------------------------------ Financial Statements November 30, 1995 and 1994 INDEX Page Number Condensed Financial Statements (Unaudited) Condensed Balance Sheets - November 30, 1995 and 1994 3 Condensed Statements of Operations - Five months ended November 30, 1995 and 1994 5 Condensed Statements of Cash Flows - Five months ended November 30, 1995 and 1994 6 Notes to Condensed Financial Statements - November 30, 1995 and 1994 7
H.C. CONNELL, INC. Condensed Balance Sheets
November 30, November 30, 1995 1994 ------------------------------ Assets Current assets: Cash and cash equivalents $ 419,351 $ 28,904 Accounts receivable, net 1,614,923 1,791,267 Inventory --- 20,107 Prepaid expenses and other 20,161 58,000 Deferred income taxes 64,500 --- Cost and profit in excess of billings 98,071 162,833 on uncompleted contracts --------- --------- Total current assets 2,217,006 2,061,111 Property and equipment, net 1,957,195 1,988,104 Other assets: Deferred income taxes --- 1,000 Other 27,226 11,487 --------- --------- Total other assets 27,226 12,487 --------- --------- Total assets $4,201,427 $4,061,702 ========= =========
See accompanying notes to unaudited condensed financial statements. H.C. CONNELL,INC. Condensed Balance Sheets (Continued)
November 30, November 30, 1995 1994 ------------------------------ Liabilities and Shareholders' Equity Current liabilities: Current portion of long-term debt $ 397,020 $ 295,932 Lines of credit 152,000 145,843 Accounts payable 479,622 510,306 Accrued expense 426,306 110,353 Billings in excess of costs and profits 7,833 18,904 on uncompleted contracts Income taxes payable --- 179,615 --------- --------- Total current liabilities 1,462,781 1,260,953 Long-term debt, less current portion 113,997 207,205 Deferred income taxes 255,600 219,300 --------- --------- Total liabilities 1,832,378 1,687,458 Shareholders' equity: Common stock 10,000 10,000 Additional paid-in capital 43,422 --- Retained earnings 2,315,627 2,364,244 --------- --------- Total shareholders' equity 2,369,049 2,374,244 --------- --------- Total liabilities and shareholders' equity $4,201,427 $4,061,702 ========= =========
See accompanying notes to unaudited condensed financial statements. H.C. CONNELL, INC. Condensed Statements of Operations
For the five months ended November 30, -------------------------------------- 1995 1994 ----------- ---------- Revenues $ 4,572,038 $5,042,341 Costs of revenues 3,625,977 3,750,635 --------- --------- Gross profit 946,061 1,291,706 Operating expenses 598,795 668,535 Administrative expenses 439,976 389,400 --------- --------- Operating (loss) income (92,710) 233,771 Other income Interest income 4,032 --- Miscellaneous income 11,842 7,547 Gain on sale of assets 6,200 --- --------- --------- Total other income 22,074 7,547 (Loss) income before income taxes (70,636) 241,318 Benefit (provision) for income taxes 25,351 (94,114) --------- ---------- Net (loss) income (45,285) 147,204 Retained earnings, beginning of period 2,360,912 2,227,040 Dividends paid --- (10,000) --------- ---------- Retained earnings, end of period $2,315,627 $2,364,244 ========= ==========
See accompanying notes to unaudited condensed financial statements. H.C. CONNELL, INC. Condensed Statements of Cash Flows
For the five months ended November 30, -------------------------------------- 1995 1994 --------- --------- Cash provided by (used in) operating activities $ 230,363 $(53,063) Cash flows from investing activities: Increase in loans receivable (441) --- Proceeds from the sale of equipment 51,807 --- Purchase of property and equipment (90,628) (689,419) --------- --------- Net cash used in investing activities (39,262) (689,419) Cash flows from financing activities: Capital contribution 43,422 --- Dividends paid --- (10,000) Net borrowings under line of credit 39,500 33,908 Proceeds from new debt 34,696 557,778 Principal payments on long-term debt (197,808) (272,137) --------- --------- Net cash used in financing activities (80,190) 309,549 Net increase (decrease) in cash 110,911 (432,933) Cash at beginning of period 308,440 461,837 --------- --------- Cash at end of period $ 419,351 $ 28,904 ========= =========
See accompanying notes to unaudited condensed financial statements. H.C. CONNELL, INC. Notes to Condensed Financial Statements 1. Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required for complete financial statements. In the opinion of management, all adjustments necessary for a fair presentation of the results for the interim periods presented have been included. Such adjustments consist of normal recurring accruals. These results have been determined on the basis of generally accepted accounting principles and practices applied consistently with those used in the preparation of the Company's Financial Statements for the years ended June 30, 1995 and 1994. Operating results for the five months ended November 30, 1995 and 1994 are not necessarily indicative of the results that may be expected for the years then ended. It is recommended that the accompanying condensed financial statements be read in conjunction with the financial statements and notes thereto included elsewhere in this report. 2. Self-Insurance Program The Company participates in a self-insurance program with Employers Self Insurers Fund for workers' compensation insurance coverage. Under the terms of the program, the Company reimburses the Fund for all claims paid up to an annual maximum obligation based on a percentage of standard premium. Claims paid above this annual maximum amount are the responsibility of the Fund. The Company is required to maintain a minimum balance of $25,000 with the Fund to service claims. Additionally, at the insurance Fund's request, the Company has issued the Fund an irrevocable standby letter of credit in the amount of $650,000. H.C. CONNELL, INC. Notes to Condensed Financial Statements (Continued) 3. Long-Term Debt Long-term debt at November 30, 1995 is summarized below. The equipment and vehicles acquired using the proceeds of these loans have been pledged as security for the debt. Notes Payable to Banks Long (Prime equals 8.75% at Current Term Total November 30, 1995) --------------------------- -------- --------- -------- Monthly payments of $10,000 plus interest at prime plus .50% $ 120,000 $ 40,000 $ 160,000 Monthly payments of $8,125 plus interest at prime plus .50% 97,500 48,750 146,250 Monthly payments of $6,077 plus interest at prime plus .50% 72,922 --- 72,922 Monthly payments of $4,664 plus interest at prime plus .75% 41,976 --- 41,976 Monthly payments of $4,664 plus interest at prime plus .50% 17,348 15,902 33,250 Monthly payments of $4,947 plus interest at prime plus .75% 9,893 --- 9,893 Monthly payments of $3,115 plus interest at prime plus .50% 37,381 9,345 46,726 -------- --------- -------- TOTALS $ 397,020 $ 113,997 $ 511,017 ======== ========= ========
Maturities of long-term debt are as follows: Year ended November 30, 1996 $ 397,020 Year ended November 30, 1997 113,997 ---------- TOTAL $ 511,017 ==========
H.C. CONNELL, INC. Notes to Condensed Financial Statements (Continued) The banks require the Company to maintain minimum equity of $1.5 million. All long-term debt is personally guaranteed by H.C. Connell, the majority stockholder. Total interest expense incurred and paid for the five months ended November 30, 1995 and 1994 was $27,759, and $15,495, respectively. 4. Contingencies The Company is involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, the amounts, if any, which may be awarded in connection with these claims and actions would not be material to the Company's financial position. -----END PRIVACY-ENHANCED MESSAGE-----