-----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, JU7i/6k/LxnAgdmDmtmUvKeC6FXWpIZIfktT7SBTG/fQOMMNVhMW2S6nSglqRC8+ XG7ODSYMQXejcCp2i1wYQA== 0000826411-97-000009.txt : 19970508 0000826411-97-000009.hdr.sgml : 19970508 ACCESSION NUMBER: 0000826411-97-000009 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: 97597152 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 8K filed on October 25, 1996 to report event on October 12, 1996) 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 of Georgia Electric Company (unaudited): Condensed Balance Sheet as at October 12, 1996 and 1995 Condensed Statements of Income for the nine months ended October 12, 1996 and 1995 Condensed Statements of Cash Flows for the nine months ended October 12, 1996 and 1995 Notes to Condensed Financial Statements The following financial statements were filed with the Company's Current Report on Form 8-K/A-1 dated October 12, 1996 as filed with the Commission on December 20, 1996. Financial Statements of Georgia Electric Company: Report of Independent Auditors Balance Sheet as of December 31, 1995 and 1994 Statements of Income and Retained Earnings for the Years Ended December 31, 1995 and 1994 Statements of Cash Flows for the years ended December 31, 1995 and 1994 Notes to Financial Statements Report of Independent Auditors Balance Sheet as of December 31, 1993 Statements of Income and Retained Earnings for the Year Ended December 31, 1993 Statements of Cash Flows for the year ended December 31, 1993 Notes to Financial Statements Report of Independent Auditors Balance Sheet as of April 30, 1993 and 1992 Statements of Income and Retained Earnings for the Years Ended April 30, 1993 and 1992 Statements of Cash Flows for the years ended April 30, 1993 and 1992 Notes to Financial Statements Supplemental Information (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 October 12, 1996 as filed with the Commission on December 20, 1996. (c) Exhibits. The following exhibits are incorporated by reference herein. -------------------------------------------------------------------- Exhibit No. Description Method of Filing -------------------------------------------------------------------- --------------------------------------------------------------------- 10.1 Form of Stock Purchase Agreement among the Filed with the Registrant, Traffic Management Group, Inc., Company's Current Georgia Electric Company, Gerry W. Hall and Report on Form 8-K J. Barry Hall. dated October 12, 1996. -------------------------------------------------------------------- -------------------------------------------------------------------- 10.2 Form of Escrow Agreement among the Filed with the Registrant, Traffic Management Group, Inc., Company's Current Georgia Electric Company, Gerry W. Hall, J. Report on Form 8-K Barry Hall and Rock & Leitz, P.C, as Escrow dated October 12, Agent. 1996. --------------------------------------------------------------------
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 Form of Stock Purchase Agreement among the Filed with the Registrant, Traffic Management Group, Inc., Company's Current Georgia Electric Company, Gerry W. Hall and Report on Form 8-K J. Barry Hall. dated October 12, 1996. -------------------------------------------------------------------- -------------------------------------------------------------------- 10.2 Form of Escrow Agreement among the Filed with the Registrant, Traffic Management Group, Inc., Company's Current Georgia Electric Company, Gerry W. Hall, J. Report on Form 8-K Barry Hall and Rock & Leitz, P.C, as Escrow dated October 12, Agent. 1996. --------------------------------------------------------------------
GEORGIA ELECTRIC FINANCIAL STATEMENTS OCTOBER 12, 1996 AND 1995 - ------------------------------------------------------------------------------ GEORGIA ELECTRIC COMPANY - ------------------------------------------------------------------------------ Financial Statements October 12, 1996 and 1995 INDEX Page Number ----------- Condensed Financial Statements (Unaudited) Condensed Balance Sheets - October 12, 1996 and 1995 1-2 Condensed Statements of Income - Nine months ended October 12, 1996 and 1995 3 Condensed Statements of Cash Flows - Nine months ended October 12, 1996 and 1995 4 4 Notes to Condensed Financial Statements - October 12, 1996 and 1995 5-6
GEORGIA ELECTRIC COMPANY Condensed Balance Sheets
October 12 October 12 1996 1995 ----------- ------------ Current Assets: Cash and cash equivalents $ 1,366,619 $ 323,179 Accounts receivable, net 4,373,914 2,634,915 Inventory 580 793 Prepaid expenses and other 269,594 112,480 Cost and profit in excess of billings on uncompleted contracts 27,645 1,515,554 ----------- ------------ Total current assets 6,038,352 4,586,921 Property and equipment, net 1,658,672 1,272,119 Other assets: Cash value of life insurance 44,258 198,342 ----------- ------------ Total other assets 44,258 198,342 =========== ============ Total assets $ 7,741,282 $ 6,057,382 =========== ============
See accompanying notes to unaudited condensed financial statements. GEORGIA ELECTRIC COMPANY Condensed Balance Sheets
October 12 October 12 1996 1995 ----------- ------------ Liabilities and stockholders' equity Current liabilities: Current portion of long-term debt $ --- $ 50,000 Accounts payable 646,068 1,779,154 Accrued expense 1,449,874 1,162,105 Distributions payable 2,715,895 --- Billings in excess of costs and profits on uncompleted contracts 529,445 196,005 ----------- ------------ Total current liabilities 5,341,282 3,687,264 Shareholder's equity: Common stock 45,000 45,000 Additional paid in capital 1,036,640 1,036,640 Retained earnings 1,318,360 1,288,478 ----------- ------------ Total shareholder's equity 2,400,000 2,370,118 ----------- ------------ ----------- ------------ Total liabilities and stockholders' $ 7,741,282 $ 6,057,382 equity =========== ============
See accompanying notes to unaudited condensed financial statements. GEORGIA ELECTRIC COMPANY Condensed Statements of Income
For the nine months ended October 12, 1996 1995 ----------- ------------ Revenues $ 23,343,226 $ 14,877,288 Cost of revenues 17,048,981 12,632,264 ----------- ------------ Gross profit 6,294,245 2,245,024 Selling expense 171,988 128,802 Administrative expenses 1,560,596 855,287 ----------- ------------ Operating income 4,561,660 1,260,935 Other (expense) income: Interest income 47,535 23,984 Other (expense) income (2,501) 6,264 Gain on sale of assets 17,991 500 ----------- ------------ Total other income 63,025 30,748 ----------- ------------ Net income 4,624,685 1,291,683 Retained earnings, beginning of period 2,618,672 1,622,460 Distributions (5,924,997) (1,625,665) ----------- ------------ Retained earnings, end of period $ 1,318,360 $ 1,288,478 =========== ============
See accompanying notes to unaudited condensed financial statements. GEORGIA ELECTRIC COMPANY Condensed Statements of Cash Flows
For the nine months ended October 12, 1996 1995 ----------- ------------ Cash provided from operating activities $ 4,896,772 $ 1,584,949 Cash flows from investing activities: Increase in cash value of insurance (81,940) --- Proceeds from the sale of equipment 17,991 500 Purchases of property and equipment (652,533) (589,546) ----------- ------------ Net cash used in investing activities (716,482) (589,046) Cash Flows from financing activities: Distributions to shareholders (2,917,322) (1,625,665) Principal payments on long-term debt (550,000) (450,000) ----------- ------------ Net cash used in financing activities (3,467,322) (2,075,665) Net increase (decrease) in cash 712,968 (1,079,762) Cash at beginning of period 653,651 1,402,941 ----------- ------------ Cash at end of period $ 1,366,619 $ 323,179 =========== ============
See accompanying notes to unaudited condensed financial statements. GEORGIA ELECTRIC COMPANY Notes to Condensed Financial Statements Basis of Presentation The accompany 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 December 31, 1995 and 1994. Operating results for the nine months ended October 12, 1996 and 1995 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. Note 2 - Long Term Debt Long term debt consists of a note payable to a bank, bearing interest at the prime rate (8.25% at October 12, 1996). The loan terms required five annual installments of $200,000 beginning January 1, 1996. During the nine months ended October 12, 1995 principal payments totaling $450,000 were made to reduce the balance due at October 12, 1995 to $550,000. During the nine months ended October 12, 1996 the remaining principal balance was repaid. Based on the payments made during 1995 and 1996, the debt is included as a current liability at October 12, 1995 Note 3 - Income Taxes Effective May 1, 1993, the Company and its shareholders elected under provisions of the Internal Revenue Code to be an S Corporation. In lieu of corporate federal income taxes, the shareholders of an S Corporation are taxed on their proportionate share of the Company's federal taxable income. Therefore, no provision or liability for federal income taxes has been included in the financial statements. Effective October 12, 1996, upon the acquisition of all the Company's outstanding common stock by a wholly owned subsidiary of Able Telcom, there was a revocation of the S Corporation status, and for periods after October 12, 1996, the corporation will pay income taxes as a part of its consolidated group. Note 4 - Employee Savings and Benefit Plan The Company has a qualified Section 401K Savings and Benefit Plan for its employees with one year's service. The Company contributes based on employee savings. The contributions to the plan for the period January 1 through October 12, 1996 and 1995 were $48,941 and $52,132, respectively. GEORGIA ELECTRIC COMPANY Notes to Condensed Financial Statements (continued) Note 5 - Distributions Payable Distributions payable at October 12, 1996 totaling $2,715,895 represents the undistributed S Corporation earnings due the former owners of the Company as a result of the acquisition of all of the Company's outstanding common stock by a wholly owned subsidiary of Able Telcom. Note 6 - Operating Lease Agreements The Company leases its office and storage facilities in Albany, Georgia on a verbal month to month basis from officers of the Company who were the shareholders of the Company as of October 12, 1996. The monthly rental was $5,000 at October 12, 1996 and 1995. -----END PRIVACY-ENHANCED MESSAGE-----