-----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, WlWWf32lIS+MTa5jzzvNhn1q+3l7+BzKXGO09sAWDiW0HNmwIzW6R2kntohaLVKI d4dTyyYcJnndj+6gT5lpyA== 0000826411-97-000020.txt : 19970623 0000826411-97-000020.hdr.sgml : 19970623 ACCESSION NUMBER: 0000826411-97-000020 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970430 FILED AS OF DATE: 19970620 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: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-21986 FILM NUMBER: 97627454 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 10-Q 1 QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ( X ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES AND EXCHANGE ACT OF 1934. For the quarterly period ended April 30, 1997 ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES AND EXCHANGE ACT OF 1934. For the transition period from ______________ to _____________. Commission File Number: 0-21986 ABLE TELCOM HOLDING CORP. ---------------------------------------------------- (exact name of registrant as specified in its charter) Florida 65-0013218 - -------------------------------------- -------------------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 1601 Forum Place, Suite 1110, West Palm Beach, Florida 33401 - --------------------------------------- ------------------- (Address of principal executive offices) (Zip code) (561) 688-0400 ---------------------------------------------------- (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO --- --- As of June 16, 1997, there were 8,313,701 shares, par value $.001 per share, of the Registrant's Common Stock outstanding. ABLE TELCOM HOLDING CORP. AND SUBSIDIARIES INDEX ---------------------- PART I - FINANCIAL INFORMATION Page Number ----------- Item 1. Condensed Consolidated Financial Statements (Unaudited) Condensed Consolidated Balance Sheets - April 30, 1997 and October 31, 1996 3 Condensed Consolidated Statements of Operations-Three months and six months ended April 30, 1997 and 1996 5 Condensed Consolidated Statements of Cash Flows-Three months and six months ended April 30, 1997 and 1996 6 Notes to Condensed Consolidated Financial Statements April 30, 1997 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10 PART II - OTHER INFORMATION Items 1 through 5 - Not Applicable Item 6. Exhibits and Reports on Form 8-K 12 Signatures 13
ABLE TELCOM HOLDING CORP. AND SUBSIDIARIES Condensed Consolidated Balance Sheets
April 30, October 31, 1997 1996 -------------- ------------ (unaudited) (Note) Assets Current assets: Cash and cash equivalents $6,311,297 $3,267,161 Investments --- 571,010 Accounts receivable, net 11,967,630 13,617,792 Inventories 1,088,867 1,374,698 Costs and profits in excess of billings on uncompleted contracts 1,515,400 954,269 Prepaid expenses and other 974,734 757,883 Deferred income taxes 41,249 905,898 ----------- ----------- Total current assets 21,899,177 21,448,711 Property and equipment, net 13,531,932 10,667,357 Other assets: Deferred income taxes 269,942 269,942 Goodwill, net 7,219,204 5,919,880 Other 847,409 612,941 ----------- ---------- Total other assets 8,336,555 6,802,763 ---------- ---------- Total assets $43,767,664 $38,918,831 ========== ==========
Note: The balance sheet at October 31, 1996 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. See accompanying notes to condensed consolidated financial statements. ABLE TELCOM HOLDING CORP. AND SUBSIDIARIES Condensed Consolidated Balance Sheets (Continued)
April 30, October 31, 1997 1996 -------------- ------------ (unaudited) (Note) Liabilities and Shareholders' Equity Current liabilities: Current portion of long-term debt $2,771,026 $1,965,611 Notes payable - shareholders 1,605,309 1,307,976 Lines of credit 6,038,437 4,626,178 Accounts payable and accrued liabilities 6,535,291 8,036,142 Billings in excess of costs and profits on uncompleted contracts 377,456 1,218,724 --------- --------- Total current liabilities 17,327,519 17,154,631 Long-term debt, excluding current portion 7,244,434 8,149,807 Other liabilities --- 2,015,895 --------- --------- Total liabilities 24,571,953 27,320,333 Contingencies --- Convertible, redeemable preferred stock, $.10 par value, authorized 1,000,000 shares; 1,000 shares issued and outstanding in 6,572,600 --- 1997 Shareholders' equity: Common stock, $.001 par value, authorized 25,000,000 shares; 8,313,701 and 8,203,212 shares issued and outstanding in 1997 and 1996, respectively 8,313 8,203 Additional paid-in capital 13,129,183 12,833,286 Unrealized loss on investments, net of tax --- (53,990) Accumulated deficit (514,385) (1,189,001) ----------- ----------- Total shareholders' equity 12,623,111 11,598,498 ---------- ---------- Total liabilities and shareholders' equity $43,767,664 $38,918,831 ========== ==========
Note: The balance sheet at October 31, 1996 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. See accompanying notes to condensed consolidated financial statements. ABLE TELCOM HOLDING CORP. AND SUBSIDIARIES Condensed Consolidated Statements of Operations (unaudited)
For the three months For the six months ended April 30, ended April 30, ----------------------- ----------------------- 1997 1996 1997 1996 ---- ---- ---- ---- Revenues $20,871,009 $12,592,295 $39,197,148 $24,170,670 ---------- ---------- ---------- ---------- Costs and expenses: Costs of revenues 15,759,382 9,706,294 30,034,344 19,133,118 General and administrative 2,313,167 1,671,556 4,223,277 3,122,512 Depreciation and amortization 1,040,406 539,396 2,039,373 1,102,754 Charges and transaction/ translation losses related to Latin American operations --- 3,404,750 --- 4,158,446 ---------- ---------- ---------- --------- Total costs and expenses 19,112,955 15,321,996 36,296,994 27,516,830 ---------- ---------- ---------- ---------- Income (loss) from 1,758,054 (2,729,701) 2,900,154 (3,346,160) operations ---------- ---------- ---------- ---------- Other expense (income): Interest expense 408,431 297,213 788,333 534,917 Interest and dividend income (129,366) (63,076) (225,875) (136,876) Other expenses --- --- 8,789 --- ---------- ---------- ---------- -------- Total other expense (income) 279,065 234,137 571,247 398,041 --------- ---------- ---------- ---------- Income (loss) before income taxes and minority interest 1,478,989 (2,963,838) 2,328,907 (3,744,201) Income tax expense (benefit) 539,531 233,610 884,210 234,000 ---------- ---------- ---------- ---------- Income (loss) before minority 939,458 (3,197,448) 1,444,697 (3,978,201) interest Minority interest 87,480 (635,087) 87,480 882,447 ---------- ---------- ---------- ---------- Net income (loss) 851,978 (2,562,361) 1,357,217 (3,095,754) Preferred stock dividends 75,000 --- 110,000 --- Discount attributable to beneficial conversion privilege of preferred stock 439,600 --- 572,600 --- ---------- ---------- ---------- ---------- Income (loss) applicable to common stock $ 337,378 $(2,562,361) $ 674,617 $(3,095,754) ========== ========== ========== ========== Income (loss) per common share: $ .04 $ (.31) $ .08 $ (.37) ========== ========== ========== ========== Weighted average common shares and common stock equivalents outstanding 8,578,952 8,355,835 8,534,473 8,356,273 ========== ========== ========== ==========
See accompanying notes to condensed consolidated financial statements. ABLE TELCOM HOLDING CORP. AND SUBSIDIARIES Condensed Consolidated Statements of Cash Flows (unaudited)
For the six months ended April 30, ---------------------------- 1997 1996 ---- ---- Cash from operations $ 3,121,832 $ 815,387 Investing Activities: Purchase of property and equipment (1,978,946) (1,078,755) Cash acquired in acquisitions 403,617 400,000 Cash paid in acquisitions (3,000,000) (2,716,691) Sale of Investments 625,000 --- ----------- ---------- Net cash used by investing activities (3,950,329) (3,395,446) ----------- ---------- Financing Activities: Net (payments) borrowings under lines of credit (87,741) 445,000 Payments on long-term debt (6,715,354) (459,260) Proceeds from debt to finance acquisitions 3,000,000 1,715,074 Proceeds from long-term debt 2,424,060 48,810 Net proceeds from preferred stock offering 5,664,148 --- (Repayments) proceeds from notes payable - (250,000) 250,000 shareholders Dividends Paid (75,000) --- Distributions to minority interests (87,480) (172,868) --------- --------- Net cash provided by financing activities 3,872,633 1,826,756 --------- ---------- Effect of exchange rate changes on cash and --- (113,759) equivalents --------- ---------- Increase (decrease) in cash and cash equivalents $ 3,044,136 $(867,062) ========= ==========
See accompanying notes to condensed consolidated financial statements. ABLE TELCOM HOLDING CORP. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements April 30, 1997 1. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all 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 and those adjustments recorded to reflect the impact of currency devaluations on the Company's operations in Venezuela during fiscal year 1996. 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 Annual Report on Form 10-K for the year ended October 31, 1996. Operating results for the three and six months ended April 30, 1997 are not necessarily indicative of the results that may be expected for the year ended October 31, 1997. It is recommended that the accompanying condensed consolidated financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the Company's 1996 Annual Report on Form 10-K. Certain items in the condensed consolidated financial statements for the interim periods ended April 30, 1996 have been reclassified to conform with the current presentation. 2. Acquisition On December 2, 1996, the Company, through a wholly owned subsidiary, acquired all the outstanding common stock of Dial Communications, Inc. ("Dial"). As consideration, the Company paid $3,000,000 in cash, issued 108,489 shares of common stock and issued an $892,000 promissory note. The acquisition was accounted for using the purchase method of accounting and approximately $1,500,000 of goodwill was recorded which will be amortized over 20 years. The results of operations of Dial have been included since the date of acquisition. The cash component of the purchase was funded in part from the Company's line of credit and the remainder through a $1,900,000 Term Loan from a bank with interest at prime (8.50% at April 30, 1997) plus 1/2 % due March 31, 1998. Management is currently negotiating with the bank on restructuring the existing term loan credit facility to refinance the $1,900,000 term loan used in the acquisition and expand the facility. ABLE TELCOM HOLDING CORP. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Continued) April 30, 1997 The pro forma unaudited results of operations for the three months ended April 30, 1997 and 1996, assuming consummation of the purchase at the beginning of the respective periods, are as follows:
For the three months For the six months ended April 30, ended April 30, ---------------------- --------------------- 1997 1996 1997 1996 ---- ---- ---- ---- Revenues $20,871,009 $14,699,055 $40,034,667 $28,317,175 Net income (loss) $ 851,978 $(2,395,159) $ 1,380,380 $(2,923,189) Net income (loss) per common share and equivalent share $ 0.09 $ (0.28) $ 0.15 $ (0.35)
The unaudited pro forma information does not purport to be indicative of the results of operations which would have resulted had the acquisition been consummated at the date assumed. 3. Borrowings Effective December 2, 1996 the Company entered into a $3,000,000 Term Loan Credit Facility (the "Term Loan") with a bank. The Term Loan is collateralized by all real and personal property of Georgia Electric Company ("GEC") which was acquired on October 12, 1996. The Term Loan is payable in sixty monthly installments of $50,000 plus interest at prime (8.50% at April 30, 1997). Additionally, excess cash flow of GEC, as defined, is to be paid to the bank. The Term Loan contains covenants, which require among other conditions, that the Company maintain certain tangible net worth, working capital and debt service amounts. Proceeds from the Term Loan were used to repay $3,000,000 of borrowings from a bank outstanding at October 31, 1996 which consisted of a $1,500,000 bank line of credit and a $1,500,000 note payable that was due on December 2, 1996. See Note 2 "Acquisition" for additional debt incurred in connection with an acquisition on December 2, 1996. 4. Preferred Stock Effective December 20, 1996 the Company completed a private placement transaction of 1,000 shares of $.10 par value, Series A Convertible Preferred Stock (the "Preferred Stock") and warrants to purchase 200,000 shares of the Company's common stock at $9.82 per share. Proceeds from the offering totaled $6,000,000. Each share of Preferred Stock is convertible to shares of the Company's common stock after April 30, 1997 at the lesser of $9.82 per share or at a discount (ranging from 10% to 20% depending upon the date of conversion) of the average closing bid price of a share of common stock for three days proceeding the date of conversion. The Company is recognizing the discount attributable to the beneficial conversion privilege of ABLE TELCOM HOLDING CORP. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Continued) April 30, 1997 approximately $660,000 by accreting the amount from the date of issuance through May 20, 1997 as an adjustment of net income attributable to common shareholders (see Note 5.) Such adjustment totaled $439,600 for the quarter ended April 30, 1997. This accretion adjustment, which also represents the amount needed to accrete to the redemption value of the Preferred Stock for the period ended April 30, 1997, was recorded as a charge to accumulated deficit and accompanying credit to the Preferred Stock. The Preferred Stock accrues dividends at an annual rate of 5% and is payable quarterly in arrears in cash or through a dividend of additional shares of Preferred Stock. The warrants are exercisable after one year provided that the Preferred Stock is not converted to common stock prior to the first anniversary date of the private placement. Upon the occurrence of certain events the Company may be required to redeem the Preferred Stock at a price equal to the liquidation preference, plus any accrued and unpaid dividends, plus an amount determined by formula. Proceeds from the private placement were used to repay certain debt outstanding at October 31, 1996, including a $1,869,050 note payable to the sellers of H.C. Connell, Inc. ("Connell") acquired by the Company on December 8, 1995, a $250,000 note payable to a director, and $2,015,895 due the former principals of GEC. The amount due to the former principals of GEC represented undistributed S corporation profits existing at the date of acquisition, and is presented as "Other liabilities" in the accompanying consolidated balance sheet at October 31, 1996. 5. Earnings Per Share Fully diluted earnings per share data, which includes the assumed conversion of the convertible preferred stock, has not been presented because it was not dilutive. Earnings attributable to common stock reflects adjustments for cumulative preferred dividends and imbedded dividends arising from discounted conversion terms on the Series A Convertible Preferred Stock (see Note 4). 6. Contingencies - Litigation The Company is involved in various claims and legal actions arising in the ordinary course of business including claims relating to notes payable to the former owners of Transportation Safety Contractors, Inc. These notes payable and related accrued interest are classified as current in the accompanying balance sheets. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company's consolidated financial position or results of operations. ABLE TELCOM HOLDING CORP. AND SUBSIDIARIES ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis relates to the financial condition and results of operations of the Company for the three and six months ended April 30, 1997 and 1996. This information should be read in conjunction with the Company's condensed consolidated financial statements appearing elsewhere in this document. Except for historical information contained herein, the matters discussed below contain forward looking statements that involve risks and uncertainties, including but not limited to economic, competitive, governmental and technological factors affecting the Company's operations, markets and profitability. Results of Operations - ---------------------- The following table sets forth, for the periods indicated, selected elements of the Company's condensed consolidated statements of operations as a percentage of its revenues.
For the three months For the six months ended April 30, ended April 30, ------------------------- ---------------------- 1997 1996 1997 1996 ---- ---- ---- ---- Revenues 100.00% 100.00% 100.00% 100.00% ------- -------- ------- ------- Cost of revenues 75.51% 77.08% 76.62% 79.16% General and 11.08% 13.28% 10.77% 12.92% administrative Depreciation and 4.98% 4.28% 5.20% 4.56% amortization Charges and transaction/translation losses relating to --- 27.04% --- 17.20% Latin American operations Income (loss) from 8.43% (21.68%) 7.41% (13.84%) operations Interest expense and 1.34% 1.86% 1.46% 1.65% other Net income (loss) 4.08% (20.35%) 3.46% (12.81%)
The Company reported net income for the quarter ended April 30, 1997, before a one time charge, of $776,978 or $.09 a share compared to a net loss of ($2,562,361) or ($.31) per share for the same period in 1996. Net income for the six months ended April 30, 1997, before a one time charge, was $1,247,217 or $.15 per share compared to a net loss of ($3,096,000) or ($.37) per share for the same period in 1996. These amounts are after a deduction for Preferred Stock dividends of $75,000 and $110,000 for the three and six months ended April 30, 1997. Net income was further reduced by the previously reported one time non-cash charge for the discounted conversion on its convertible Preferred Stock issued in December of 1996. This charge totaled $439,600 for the three months and $572,600 six months ended April 30, 1997. This increase in net income is primarily due to the fact that no special charges relating to the Latin American operations were required during the quarter and six months period ended April 30, 1997. For the same periods in 1996, the Company incurred charges of $3,404,750 and $4,158,446 relating to Latin American operations. The assimilation of the Georgia Electric Company ("GEC") and Dial Communications, Inc. ("Dial ") acquisitions as well as the continued improvement in margins within the Traffic Management Group contributed to the improved performance. ABLE TELCOM HOLDING CORP. AND SUBSIDIARIES Revenues for the quarter ended April 30, 1997 increased $8,278,714 to $20,871,009 compared to revenues of $12,592,295 for the same period in 1996. Revenues for the six month period ended April 30, 1997 increased by $15,026,478 to $39,197,148 from $24,170,670 for the same six month period of the prior year. The acquisition of GEC in October of 1996 and Dial in December of 1996 accounted for approximately $7,300,000 of the revenue increase for the second quarter of 1997 and approximately $14,000,000 of the increase for the six month period ended April 30, 1997. The remaining increases in revenue for the quarter and six months period were generated from increased demand for services from the other subsidiaries. Cost of Revenues improved during the second quarter to 75.51% of revenues from 77.08% of revenues for the same period in 1996. For the six months ended April 30, 1997, cost of revenues were 76.62% compared to 79.16% for the first six months of 1996. This is primarily a reflection of the improved labor productivity and cost cutting measures within the Traffic Management Group and the assimilation of GEC and Dial acquisitions. General and administrative expense during the quarter ended April 30, increased $641,611 from $1,671,556 in 1996 to $2,313,167 in 1997. For the six months ended April 30, the expenses increase $1,100,765 from $3,122,512 in 1996 to $4,223,277 in 1997. Approximately $540,000 of the increase for the quarter and $980,000 of the increase for the six month period result from the acquisition of GEC and Dial. These expense totals represent a significant decline as a percentage of revenues from prior years as result of the Company's efforts to enhance financial controls and the implementation of a cost containment program. The increase in interest expense during the quarter and six month period ending April 30, 1997 reflects the recent addition of acquisition-related debt and the financing of equipment purchases as well as the payment of debt with the proceeds from the Preferred stock issue. Depreciation and amortization expense increased $501,010 and $936,619 for the quarter and six month period ended April 30, 1997 from the corresponding periods in 1996. The GEC and Dial acquisitions represent approximately $384,000 and $649,000 of the total increase for the quarter and six month period respectively. The remaining increase resulted from the continuing improvement and updating of the Company's equipment. The foreign currency translation and transaction losses improved during the second quarter of 1997. The stabilization of the Venezuelan bolivar resulted in a decrease in foreign currency losses of $479,895 and $1,009,792 for the quarter and six month period ended April 30, 1997 as compared to the same periods for 1996. Income tax expense (benefit) for the quarter and six month period ended April 30, 1997 and 1996 differ from the amounts that would result from applying federal and state statutory tax rates to pre tax income (loss) primarily due to non deductible goodwill, losses from foreign operations and the reversal of other deferred tax items from prior years. Liquidity and Capital Resources - ------------------------------- Cash and cash equivalents were $6,311,292 at April 30, 1997 compared to $3,267,161 at October 31, 1996. Cash was impacted during the first six months of 1997 was primarily the result of private placement of preferred stock. On December 2, 1996 the Company entered into a $3,000,000 Term Loan (the "Term Loan") with a bank in connection with refinancing the acquisition of GEC on October 12, 1996. The Term Loan is payable in sixty monthly installments of $50,000 plus interest at prime (8.50% at April 30, 1997). Excess cash flow of GEC, as defined, is to be paid to the Bank. The Term Loan contains covenants, which require among other conditions, that the Company maintain certain tangible net worth, working capital and debt service amounts. The Term Loan is collateralized by all real and personal property of GEC. Proceeds from the Term Loan were partially used to repay a $1,500,000 note payable to a bank, outstanding at October 31, 1996 and due on December 2, 1996. The remaining proceeds were used to repay the Company's lines of credit. Effective December 20, 1996 the Company completed a private placement transaction of 1,000 shares of $.10 par value, Series A Convertible Preferred Stock (the Preferred Stock) and warrants to purchase 200,000 shares of the Company's common stock. Gross proceeds from the offering totaled $6,000,000. Each share of Preferred Stock is convertible to shares of the Company's common stock after April 30, 1997 at the lesser of $9.82 per share or at a discount (ranging from 10% to 20% depending upon the date of conversion) of the average closing bid price of a share of common stock for three days proceeding the date of conversion. The Preferred Stock accrues dividends at an annual rate of 5% and is payable quarterly in arrears in cash or through a dividend of additional shares of Preferred Stock. In addition, the accumulated deficit and earnings attributable to common stock reflects adjustments for cumulative preferred dividends and imbedded dividends arising from discounted conversion terms on the preferred stock. The warrants are exercisable at $9.82 per share after one year provided that the Preferred Stock is not converted to common stock prior to the first anniversary of the private placement. Upon the occurrence of certain events the Company may be required to redeem the preferred stock at a price equal to the liquidation preference, plus any accrued and unpaid dividends plus an amount determined by formula. The proceeds from the private placement were used to repay a $1,869,050 note payable to the sellers of H.C. Connell, Inc., a $250,000 note payable to a director in connection with the acquisition of Connell, and $2,015,895 due the former principals of GEC by GEC at the date of acquisition, all of which were outstanding at October 31, 1996. In addition, on December 2, 1996, the Company acquired all the outstanding common stock of Dial. As consideration, the Company paid $3,000,000 in cash, issued 108,489 shares of common stock (fair value of $620,421) and issued an $892,000 promissory note with a three year term bearing interest at prime (8.50% at April 30, 1997) plus 1/2%. The cash component of the purchase was funded in part from the Company's line of credit and the remainder through a $1,900,000 Term Loan from a bank with interest at prime (8.50% at April 30, 1997) plus 1/2%. The principal balance of this note, plus accrued interest, is due March 31, 1998. Management is currently negotiating with the tank to restructure the existing term loan credit facility to refinance the $1,900,000 term loan used in the acquisition and expand the facility. The Company expects that available cash will be sufficient to meet normal operating requirements over the near term. ABLE TELCOM HOLDING CORP. AND SUBSIDIARIES Part II - Other Information Items 1-5. Not applicable Item 6. Exhibits and Reports on Form 8-K a) Exhibits - None b) Reports on Form 8-K
On February 11, 1997, the Company filed an amended Current Report on Form 8-K to include the financial statements of Dial Communications, Inc. pursuant to Regulation S-X. ABLE TELCOM HOLDING CORP. AND SUBSIDIARIES 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. (Registrant) By: /s/ Gerry W. Hall June 20, 1997 ----------------------- Gerry W. Hall President and CEO EX-27 2 FDS --
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FINANCIAL STATEMENTS OF ABLE TELCOM HOLDING CORP. FOR THE QUARTER ENDED APRIL 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 3-MOS OCT-31-1997 FEB-01-1997 APR-30-1997 6,311,297 0 11,967,630 0 1,088,867 21,899,177 13,531,932 1,040,406 43,767,664 17,327,519 0 0 6,572,600 8,313 12,614,798 43,767,664 0 20,871,009 0 19,112,955 0 0 408,431 1,391,509 539,531 0 0 0 0 337,378 .04 .04
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