<PAGE> 1
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 FOR THE FISCAL YEAR ENDED DECEMBER 26, 1999.
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934.
COMMISSION FILE NUMBER: 0-7907
------------------------------------------------------
ABLEST INC. (Formerly C. H. Heist Corp.)
(Exact name of registrant as specified in its charter)
Delaware 65-0978462
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
810 North Belcher Road, Clearwater, Florida 33765
- ------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(727) 461-5656
--------------------------------------------
(Registrant's telephone number, including
area code) Securities registered pursuant to
Section 12(b) of the Act:
Common Stock, $.05 par value
----------------------------
(Title of Class)
Securities registered pursuant to Section 12(g) of the Act: None
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 the 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 [X].
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The aggregate market value of the Registrant's common shares held by
non-affiliates at March 9, 2000 was approximately $6,813,000.
The number of common shares of the Registrant outstanding at February 29, 2000
was 2,881,688.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following documents are incorporated by reference in the
following part of this report: Part III -- the Registrant's definitive proxy
statement to be filed with the Securities and Exchange Commission and used in
connection with the solicitation of proxies for the Registrant's annual meeting
of shareholders to be held on May 16, 2000.
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PART I
ITEM 1. BUSINESS
General.
Staffing Services and Industrial Maintenance were the two professional service
segments of Ablest Inc. (formerly C. H. Heist Corp.) and its United States and
Canadian subsidiaries during fiscal 1999.
On March 13, 2000, the Company sold substantially all of the assets of its
United States industrial maintenance business and the stock of its Canadian
subsidiary, C. H. Heist Ltd., to Onyx Industrial Services, Inc. (Onyx). For the
fiscal year ended December 26, 1999, the Company's industrial maintenance
business is being reported as a discontinued operation.
Also on March 13, 2000, following the sale of the Company's industrial
maintenance business to Onyx, the Company was reincorporated in Delaware and
changed its name to Ablest Inc.
Staffing Services
The Company supplies staffing services in the U.S. through Ablest Service Corp.
("Ablest"), a wholly owned subsidiary of the Company. Staffing services are
principally provided through 52 offices currently located in the Eastern United
States and selected Southwest markets with the capability to supply staffing
services for the clerical, industrial and technical needs of their customers.
Ablest does not service any specific industry or field, instead, its services
are provided to a broad-based customer list.
On April 13, 1998, Ablest purchased 100% of the common stock of Milestone
Technologies, Inc., an information technology staffing services provider in the
Phoenix, Arizona metropolitan area. On November 17, 1998, Ablest also purchased
certain assets from SoftWorks International Consulting, Inc., an information
technology staffing provider in the Denver, Colorado metropolitan area. See note
11 to the Consolidated Financial Statements included under item 8 to this report
on form 10-K for additional information on acquisitions.
The staffing services business is highly competitive. There are numerous local,
regional and national firms principally engaged in offering such services. The
primary competitive factors in the staffing services field are quality of
service, reliability of personnel and price.
Industrial Maintenance Services
During fiscal 1999 and in prior years, the Company also performed industrial
maintenance services which are being reported as discontinued operations, due to
the sale to Onyx. The industrial maintenance services segment focused on
providing industrial maintenance solutions to a wide range of industries, such
as chemical, petrochemical, power generation, pulp and paper, mining and
metallurgical plants. Its industrial services consisted of hydroblasting,
painting, sandblasting, vacuuming of industrial wastes, turnaround services,
chemical cleaning and commercial insulation. Service facilities were located
throughout the eastern United Sates and eastern Canada.
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Many of the Company's industrial maintenance services were performed outdoors,
but the Company did not consider this business to be seasonal. However, due in
part to weather factors, the first quarter of the Company's fiscal year
historically produced the lowest levels of revenue and profitability.
The Company from time to time investigated and developed new equipment
components, tools and methods for use in the conduct of its operations. Most of
the components in its equipment were designed to the Company's specification.
The amounts expended for such activities, all of which were performed at a
Company facility, during the fiscal years ended December 26, 1999, December 27,
1998 and December 28, 1997 amounted to $240,000, $352,000, and $338,000
respectively. During the fiscal year ended December 26, 1999, these services
were performed primarily by five individuals who were employed by the Company on
a full-time basis.
The Company competed with numerous other companies engaged in high-pressure
water maintenance cleaning services, industrial painting, maintenance-cleaning
of heavy industrial equipment through the use of mechanical, chemical and other
methods, the vacuum removal of dry and wet industrial waste, and the
installation and maintenance of insulation. The Company does not believe that
any single competitor is dominant in any of these services.
Competition is primarily based upon quality of services and price.
The Company was subject to various statutes and regulations respecting control
of noise, air, water and land pollution. In addition, its customers may be
subject to other environmental protection statutes and regulations relating to
some of the industrial maintenance services rendered by the Company. From time
to time modifications or improvements have been required in the Company's
equipment in order to comply with government regulations, including those
relating to safety and noise reductions. Such modifications or improvements have
not resulted in any material capital expenditures.
In conjunction with the sale of the Company's industrial maintenance business,
the Company has agreed to perform certain environmental remediations at several
of its former facilities in the United States and Canada. The Company has
reserved $1,000,000 of the purchase price from the sale to cover the cost of
these services. At this time, the company feels that the amount reserved will be
sufficient to cover all anticipated costs.
Industry Segments and Service Activities. The following table is a summary of
information relating to the Company's operations in its two industry segments
for each of the Company's last three fiscal years: The discontinued operations
noted refers to the Company's industrial maintenance operations.
<TABLE>
<CAPTION>
Fiscal Year Ended
------------------------------------------------
(In thousands) Dec. 26, Dec. 27, Dec. 28,
1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
Revenues from Unaffiliated Customers:
Staffing Services $ 98,094 78,471 63,268
Discontinued Operation 54,317 57,176 56,248
Operating Income (Loss):
Staffing Services (2,787) 2,779 1,353
Discontinued Operation (2,991) (350) 1,473
Identifiable Assets:
Staffing Services 22,639 25,603 12,555
Discontinued Operation 31,308 27,134 29,414
</TABLE>
* Revenue figures do not include intersegment revenues of approximately
$116,000, $101,000 and $39,000 in 1999, 1998 and 1997, respectively.
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The following table sets forth the approximate percentages of revenues by
service activity within the Company's two industry segments for each of the
Company's last three fiscal years:
<TABLE>
<CAPTION>
Fiscal Year Ended
------------------------------------------------
(In thousands) Dec. 26, Dec. 27, Dec. 28,
1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
Staffing Services Revenues
------------------------------------
Commercial Staffing 78% 76% 89%
Information Technology Staffing 22% 24% 11%
Discontinued Operations
------------------------------------
Hydro/Mechanical 69% 63% 63%
Sandblasting and Painting 14% 15% 17%
Other 17% 22% 20%
</TABLE>
Working Capital. By virtue of the nature of the Company's business segments and
the size and financial status of its customers, the attainment and maintenance
of high levels of working capital is not required, other than to meet debt
requirements as disclosed in Note 6 to the Consolidated Financial Statements
shown under item 8 to this form 10-K.
Backlog. In view of the fact that the Company's services are primarily furnished
pursuant to purchase orders or on a call basis, backlog is not material.
Employees. On December 26, 1999, the Company employed approximately 4,000
persons of whom 207 persons were employed on a full-time basis and the remainder
were part-time and temporary employees. The ongoing staffing business comprises
approximately 3,450 persons, 120 of which were full time. Some of the Company's
industrial maintenance employees were represented by unions. The Company
considers its employee relations to be good.
Canadian Operations. The following table sets forth the relative contributions
in U.S. dollars to revenues and identifiable assets attributable to the
Company's Canadian industrial maintenance operations for the last three fiscal
years:
<TABLE>
<CAPTION>
Fiscal Year Ended
------------------------------------------------
(In thousands) Dec. 26, Dec. 27, Dec. 28,
1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
Revenues to Unaffiliated Customers $ 14,627 16,149 16,300
Identifiable Assets 10,402 9,830 10,570
</TABLE>
There were no export revenues during any period. In connection with the Onyx
sale, all of the common stock of the Canadian subsidiary, were also sold.
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Executive Officers of Registrant
(a) Identification. The Company's executive officers are:
<TABLE>
<CAPTION>
Served as
Position and Office Executive
Name Age with Registrant Officer Since
- ----------------------------------- --- ----------------------------------------- -------------
<S> <C> <C> <C>
Charles H. Heist 49 Chairman of the Board of 1978
Directors and acting Chief Financial
Officer
W. David Foster 65 Chief Executive Officer 1976
Kurt R. Moore 40 President and Chief 1991
Operating Officer
Mark P. Kashmanian 44 Treasurer, Secretary and Chief Accounting 1996
Officer
</TABLE>
As of the end of fiscal 1999, the following individuals were also executive
officers of the Company and have since left the Company to either join Onyx
Industrial Services or to seek other business opportunities: Duane F.
Worthington, Vice President U.S. Operations, C. H. Heist Corp.; Andrew R. Crowe,
Jr., Vice President, Chief Operating Officer, C. H. Heist, Ltd. and Christopher
H. Muir, Vice President Marketing and Sales, C. H. Heist Corp.
(b) Arrangements and Understandings. There are no arrangements or
understandings pursuant to which the above officers were elected.
(c) Family Relationships. None of the officers has any family relationship
with any other officer of the Company.
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ITEM 2. Properties
At December 26, 1999, the Company's subsidiary, Ablest Service Corp., owned the
executive office facilities for C.H. Heist Corp. and Ablest Service Corp. in
Clearwater, Florida. On February 29, 2000, the Company sold the executive
facility to 810 N. Belcher LLC, an unrelated party. The Company is currently
leasing the facility back on a month to month basis until a new corporate leased
facility located in the Tampa, Florida area is available for occupancy, sometime
in the second quarter of 2000. Additionally, the Company owned and leased
properties in Buffalo, New York and Clearwater, Florida, which housed its
administrative offices, and Methods and Development facilities.
As part of the industrial maintenance asset sale, the Company owned facility in
Buffalo, New York was sold to Onyx Industrial Services. The services performed
by the administrative group which are currently performed at the Buffalo
facility will also be relocated into the new Corporate leased facility. The
leased facilities in Buffalo are leased from persons who are affiliates of
certain officers and directors. See Part III, Item 13 "Certain Relationships and
Related Transactions" in this form 10-K, the response to which is incorporated
herein by reference.
The daily operations of the Company are currently operated out of the following
leased facilities:
<TABLE>
<CAPTION>
Location Description
-------- -----------------------
<S> <C>
Staffing Services
U.S. Branch Offices 52
U.S. Regional Offices 7
----
Total Staffing Services 59
====
</TABLE>
The Company considers all of its offices and facilities suitable and adequate
for servicing its customers.
ITEM 3. Legal Proceedings
The Company is subject, from time to time, to claims encountered in the normal
course of business. In the opinion of management, the resolution of all pending
matters will not have a material adverse effect on the Company's financial
condition or liquidity.
ITEM 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders of the Company during
the fourth quarter of fiscal 1999.
A special meeting of security holders was held on March 6, 2000, to vote on and
approve the sale of the Company's industrial maintenance business to Onyx
Industrial Services, Inc. and the re-incorporation of the Company in Delaware as
Ablest Inc. Both resolutions were passed with more than the required two-thirds
majority.
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PART II
ITEM 5. Market for Registrant's Common Equity and Related Stockholder Matters
(a)(i) Market for Registrant's Common stock:
As of March 13, 2000, the Company's common stock is traded on the American Stock
Exchange under the symbol "ABI". Prior to that date, the common stock was traded
under the symbol "HST".
(a)(ii) Price Range of Common Stock:
The price ranges applicable to the common shares during each quarter of the
years ended December 26, 1999 and December 27, 1998, are as follows:
<TABLE>
<CAPTION>
1999 1998
---- ----
High Low High Low
------ ------ -------- ------
<S> <C> <C> <C> <C>
1st Quarter $7 1/4 $6 1/4 $8 5/8 $6 1/2
2nd Quarter 6 3/4 6 3/8 8 1/2 6 7/8
3rd Quarter 6 5/8 6 1/8 7 5/8 6 3/4
4th Quarter 6 5/8 5 5/8 6 15/16 6 1/4
</TABLE>
(b) Approximate Number of Common Shareholders:
On December 26, 1999, there were 572 registered shareholders.
(c) Dividends:
The Company currently does not pay a dividend on its common shares.
ITEM 6. Selected Financial Data
(In thousands, except per share data)
<TABLE>
<CAPTION>
Fiscal Year Ended December 1999 1998* 1997* 1996* 1995*
-------- ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Net service revenues $ 98,094 78,471 63,268 49,514 44,685
Net earnings (loss) from continuing operations $ (3,956) 876 163 890 810
Earnings (loss) per common share from
continuing operations:
Basic and diluted $ (1.37) .30 .06 .31 .28
Total assets $ 44,009 53,340 41,838 38,764 37,129
Long-term debt $ 15,950 16,050 8,755 6,492 6,980
</TABLE>
* Restated to reflect discontinued operations
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The following summarizes quarterly operating results:
<TABLE>
<CAPTION>
1999 Quarter * 1st 2nd 3rd 4th
------- ------ ------ ------
<S> <C> <C> <C> <C>
Net service revenues $21,682 23,262 25,432 27,718
Gross profit 4,913 5,292 5,859 6,145
Operating income (loss) 130 337 706 (4,632)
Net earnings (loss) from continuing operations (9) 109 365 (4,421)
Earnings (loss) per common share from
continuing operations:
Basic and diluted $ (.00) .04 .13 (1.53)
</TABLE>
<TABLE>
<CAPTION>
1998 Quarter * 1st 2nd 3rd 4th
------- ------ ------ ------
<S> <C> <C> <C> <C>
Net service revenues $15,686 18,812 21,381 22,592
Gross profit 3,542 4,449 4,995 5,426
Operating income (loss) (214) 525 750 832
Net earnings (loss) from continuing operations (139) 245 367 403
Earnings (loss) per common share from
continuing operations:
Basic and diluted $ (.05) .09 .13 .14
</TABLE>
* Restated to reflect discontinued operations.
ITEM 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations
For the fiscal year ended December 26, 1999, compared to December 27, 1998
On January 21, 2000, C. H. Heist Corp., (the Company), and Onyx Industrial
Services, Inc., (Onyx) signed an Asset Sale and Purchase Agreement for the sale
of substantially all of the assets of the Company's United States industrial
maintenance operations and the stock of the Company's wholly owned Canadian
subsidiary, C. H. Heist, Ltd. Taken together, these operations comprised
substantially all of the assets of the Company's industrial maintenance segment.
The asset sale will allow the Company's management to concentrate attention and
financial resources on its staffing services business. Management of the Company
believes that of its two businesses, the staffing services business offers the
more promise for the future and opportunity for growth.
For financial reporting purposes, the Company's industrial maintenance business
is being reported as a discontinued operation. The following discussion and
analysis of operations and financial condition pertain to the Company's staffing
services segment, which constitute the continuing operations. A separate section
labeled Discontinued Operations is included at the end of this discussion and
pertains to the disposal of the industrial maintenance business.
Results of Operations:
Service revenues in the Company's staffing services segment for the fiscal year
ended December 26, 1999, increased by $19.6 million or 25.0% to $98.1 million
from $78.5 million, one year earlier. Service revenues in this segment's
commercial staffing division increased for the current fiscal year by $16.8
million or 28.1% to $76.6 million from $59.8 million, one year earlier. Revenues
generated from seven offices opened in
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fiscal 1999 as well as greater market penetration in existing offices
contributed to this increase. Service revenues in this segment's technology
services division increased for the current fiscal year by $2.8 million or 15.0%
to $21.5 million from $18.7 million, one year earlier. The increase in service
revenues is the result of two offices within this division being acquired during
the prior fiscal year and as such, not being included in service revenues for
the full prior fiscal year. During the Company's fourth quarter of the current
fiscal year, this division lost a contract to provide technology staffing
services to a national financial services provider. Service revenues to this
customer accounted for 17.0% of total technology service revenues for the first
three fiscal quarters of the current year. This division has not been successful
in securing orders to replace the volume of services lost with this contract.
Gross profit from continuing operations for the current year, increased by $3.8
million or 20.6% to $22.2 million from $18.4 million, one year earlier. As a
percentage of service revenues, gross profit decreased by .9% to 22.6% from
23.5% over the same period year to year. The increase in gross profit dollars is
the result of the increased service revenues noted above while the decrease in
gross profit percentage is predominately the result of increased operating
expenses including increases in workers compensation insurance. Also
contributing to the decrease in gross profit percentage is the lower operating
gross profit being generated by the technology staffing division which decreased
to 25.0% in fiscal 1999, from 25.8% in fiscal 1998.
Selling, general and administrative expenses, inclusive of amortization expense
and exclusive of the charge for the impairment of intangible assets, increased
for the current fiscal year, by $4.1 million or 24.8% to $20.6 million from
$16.5 million, one year earlier. The increase in selling, general and
administrative expenses is primarily the result of the opening of new offices
during the current fiscal year, additional staffing necessary to service the
growth in revenues in existing offices and an increase in corporate expenses to
provide support services to field operations. Also, contributing to this
increase was a $218,000 increase in amortization expense associated with
acquisitions that were completed in previous years.
During the fourth fiscal quarter, the Company recorded a charge of $5.1 million
for the impairment of intangible assets. The impairment charge was the result of
the Company's historical policy of evaluating events and circumstances which
have occurred and which may indicate that the carrying value of intangible
assets warrant adjustment. The intangibles were determined to have been impaired
as a result of the loss of a major customer in the fourth quarter of 1999, the
less than anticipated operating results of the acquired businesses and their
inability to meet the income projections that were used in determining the
purchase prices that were paid for these operations.
Other expense, net increased by $136,000 or 46.4% to $429,000. Interest expense,
net increased by $151,000 as the Company maintained a higher level of borrowing
to support the growth of new offices and to finance increased receivables.
The effective tax rate for the continuing operations was a tax expense of 1.7%
even though the operations incurred a significant loss. The majority of the
asset impairment write down was attributable to the Company's acquisition of
Milestone Technologies, Inc. in fiscal 1998. Since the acquisition was a stock
purchase, the intangible asset write down was not deductible for income tax
purposes. See footnote number 8, Income Taxes, to the accompanying financial
statements for a more detailed analysis of income taxes.
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Discontinued Operations:
The loss from discontinued operations consists of the Company's industrial
maintenance business through the measurement date of September 26, 1999, which
represents the date of the signing on the letter of intent between the Company
and Onyx Industrial Services, Inc. Estimated operating results for the period
from September 27, 1999, through the closing date of March 13, 2000, are
included in the loss on sale of discontinued operations, noted below.
Service revenues for discontinued operations for the period ended December 26,
1999, declined by $2.9 million to $54.3 million from $57.2 million, one year
earlier. Gross profit dollars declined by $2.7 million or 13.6% and were
primarily the result of increased costs for direct labor associated with the
performance of services, including related payroll taxes and employee welfare
funds. Selling, general and administrative expenses remained relatively
unchanged at $19.9 million for the current fiscal year, compared to the year
earlier.
The estimated loss on the disposal of the industrial maintenance operations is
$7.1 million (net of a tax benefit of $2.8 million). This consists of an
estimated loss on disposal of the business of $5.5 million and a provision of
$1.6 million for anticipated operating losses from the measurement date to the
disposal date of March 13, 2000 (holding period loss). The tax benefit recorded
in connection with the loss on disposal differs from the tax benefit calculated
by using statutory rates as a result of certain foreign currency exchange
losses, net operating losses and foreign tax credit carryforwards, which are not
expected to be utilized. For the most part, management has estimated the above
noted items. A final reconciliation will be made against the estimates with
adjustments recorded in future periods.
Financial Condition:
The following financial information is provided for the continuing operation as
of a balance sheet date of December 26, 1999.
The quick ratio was 1.6 to 1 compared to 1.8 to 1 at December 27, 1998, and the
current ratio was 1.8 to 1 compared to 2.0 to 1 for the same respective periods.
Net working capital increased by $1.0 million during fiscal 1999. The increase
in net working capital is attributable to an increase of $3.6 million in
accounts receivables which is partially offset by a decrease in cash and cash
equivalents of $760,000 and increases in accounts payable of $741,000 and
accrued expenses of $1.9 million. The increase in accounts receivable is
attributable to the increased service revenues generated by the staffing
services business. The increase in accrued expenses is payroll related and
includes accrued incentive compensation payable in 2000. Reference should be
made to the Consolidated Statement of Cash Flows, which details the sources and
uses of cash.
Open credit commitments at the end of fiscal 1999 were approximately $9.1
million.
Capital expenditures for fiscal 1999 were $1.0 million. Of this amount $783,000
was for computer hardware, software, office automation and communications
systems and the rest was for furniture and fixtures. It is anticipated that
existing internally available funds, cash flows from operations and available
borrowings will be sufficient to cover working capital and capital expenditure
requirements in fiscal 2000.
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FOR THE YEAR ENDED DECEMBER 27, 1998 COMPARED TO THE YEAR ENDED DECEMBER 28,
1997
Results of Operations:
The following Management's Discussion and Analysis of the financial results for
the year ended December 27, 1998, compared to December 28, 1997, have been
recast to reflect the revised income statement format being presented in fiscal
1999. Information concerning the Company's industrial maintenance operations is
being presented under the caption Discontinued Operations at the end of this
section.
Service revenues in the Company's staffing services segment increased by $15.2
million or 24.0% to $78.5 million from $63.3 million over 1997. Internal growth
accounted for 10.0% of this increase in service revenues with the remainder
resulting from two acquisitions in the Information Technology staffing field:
Milestone Technologies, Inc. in April 1998 and SoftWorks International
Consulting, Inc. in November 1998. Service revenues for information technology
services accounted for 23.8% of total staffing service revenues for 1998.
Year to year gross profit percentage for the Company's staffing services segment
increased to 23.5% from 23.0%. Contributing to this increase were improved
margins in commercial staffing services and growth in this segment's information
technology staffing services.
Selling, general and administrative expense, inclusive of amortization expense
for the staffing services segment increased by $2.7 million or 19.5% for 1998
compared to one year earlier. Contributing to this increase are costs associated
with new office openings and acquisitions including increased amortization
expense of intangible assets. Partially offsetting this increase in costs was a
reduction in bad debt expenses of approximately $500,000 as compared to 1997.
This relates directly to three large customer write-offs that were made during
1997.
Other expense, net decreased by approximately $88,000 or 23.1% during 1998,
compared to one year earlier. This improvement was primarily attributable to
costs associated with the aborted spin-off and initial public offering of
Ablest, which were written off during the first fiscal quarter of 1997, and not
repeated in 1998. The Company also incurred an increase in interest expense due
to the higher level of borrowing utilized to fund acquisitions during 1998.
The effective tax rate for the 1998 fiscal year was 45.3% compared to 46.6% for
1997. Refer to Footnote 8 of the Company's financial statements for a further
explanation of income taxes.
Discontinued Operations:
Service revenues in the Company's industrial maintenance service segment
increased by approximately $1 million or 1.6% to $57.2 million from $56.2
million during 1998. Service revenues in this segment's United States industrial
maintenance operation increased by $1.0 million over 1997, fueled by a new
office opening and increased market penetration predominately in the southern
region. Partially offsetting this increase was a decrease in service revenue at
this segment's Canadian subsidiary, C. H. Heist, Ltd. Service revenues for the
Canadian operation actually increased by $1.5 million or 6.4% over 1997 when
measured in its domestic, Canadian currency. Upon conversion, due to the
declining value of the Canadian dollar in relationship to the United States
dollar, the revenues decreased by 0.9%, period to period.
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Discontinued Operations: (cont.)
Gross profit dollars in the Company's industrial maintenance segment decreased
by $121,000 or 0.6% and as a percentage of sales decreased to 34.2% from 35.0%,
year to year. The decrease in gross margin dollars and percentage was the result
of reduced margins on painting and paint-related services in the Company's
Canadian subsidiary. Also contributing to this decline in gross profit dollars
is the impact of the decline in value of the Canadian dollar, as noted above.
Starting in fiscal 1998, the Company reclassified branch expenses that were not
directly attributable to the services it performs from cost of services to
selling, general and administrative expense. Management believes that this
presentation is generally consistent with industry practices.
Selling, general and administrative expense for the Company's industrial
maintenance segment increased in fiscal 1998, by $1.7 million or 9.4%, over the
prior fiscal year. Contributing to this increase was this segment's ongoing
strategic sales and marketing planning initiative including the hiring of
territorial sales representatives. Also contributing to the increase was a
continuing investment in information technology and support personnel in order
to provide our customers with more accurate and timely information. These
increases were partially offset by the allocation of part of the proceeds
received from the settlement of litigation in the company's Canadian division.
ITEM 7A. Quantitative and Qualitative Disclosure About Market Risk
The Company, in the normal course of business, has exposure to interest rate
risk from its long term debt obligations and to foreign exchange rate risk with
respect to its foreign operations and currency conversions. The Company does not
believe that its exposure to fluctuations in either interest rates in the United
States or currency exchange rates with regards to the Canadian dollar are
material. A 10% change in the interest rate utilized on its long term debt
obligations would have produced approximately a total of $107,000 in additional
interest expense ($60,000 for continuing operations and $47,000 for discontinued
operations) for the fiscal year ended December 26, 1999. Likewise, since the
majority of the Company's revenues, expenses and cash flows are transacted in
U.S dollars a 10% decline in the Canadian exchange rate would only have impacted
the fiscal 1999 year end loss by approximately $19,000.
Due to the immateriality of the above noted market risks, the Company has
decided not to utilize any form of financial instrument as a hedge against these
risks.
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ITEM 8. Financial Statements
Index to Financial Statements and Schedules
<TABLE>
<CAPTION>
Page Reference
--------------
<S> <C>
The financial statements of the registrant and its
subsidiaries required to be included in Item 8
are listed below:
Independent Auditors' Report 15
Financial Statements:
Consolidated Balance Sheets as of December 26, 1999 and December 27, 1998 16
Consolidated Statements of Operations for the years
ended December 26, 1999, December 27, 1998 and December 28, 1997 17
Consolidated Statements of Stockholders' Equity for the years ended December 26,
1999, December 27, 1998 and December 28, 1997 18
Consolidated Statements of Cash Flows for the years ended December 26, 1999,
December 27, 1998 and December 28, 1997 19-20
Notes to Consolidated Financial Statements 21-38
</TABLE>
14
<PAGE> 15
Independent Auditors' Report
The Board of Directors
Ablest Inc. (formerly C. H. Heist Corp.):
We have audited the accompanying consolidated balance sheets of Ablest
Inc.(formerly C. H. Heist Corp.) and subsidiaries as of December 26, 1999 and
December 27, 1998, and the related consolidated statements of operations,
stockholders' equity and cash flows for the years ended December 26, 1999,
December 27, 1998 and December 28, 1997. These consolidated financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated 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 financial position of Ablest Inc.(formerly
C. H. Heist Corp.) and subsidiaries as of December 26, 1999 and December 27,
1998 and the results of their operations and their cash flows for the years
ended December 26, 1999, December 27, 1998 and December 28, 1997, in conformity
with generally accepted accounting principles.
Buffalo, New York KPMG LLP
February 18, 2000, except as to notes 2
and 14 which are as of March 13, 2000
and March 6, 2000, respectively
15
<PAGE> 16
ABLEST INC. (formerly C. H. HEIST CORP.) AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands, except share and per share data)
<TABLE>
<CAPTION>
Dec. 26, Dec. 27,
Assets 1999 1998
-------- -------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 562 1,322
Receivables, less allowance for doubtful receivables of
$378 and $305 in 1999 and 1998, respectively 13,492 9,843
Prepaid expenses and other 419 205
Deferred income taxes (note 8) 1,100 550
-------- -------
Total current assets 15,573 11,920
Net property, plant and equipment (note 3) 2,213 2,377
Deferred income taxes (note 8) 909 411
Intangible assets, net (note 4) 4,880 10,452
Net assets of discontinued operations (note 2) 20,434 28,180
-------- -------
$ 44,009 53,340
======== =======
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 1,468 727
Accrued expenses (note 5) 7,223 5,318
-------- -------
Total current liabilities 8,691 6,045
Long-term debt (note 6) 15,950 16,050
Other liabilities 756 869
-------- -------
Total liabilities 25,397 22,964
-------- -------
Stockholders' equity (notes 6, 7 and 14):
Common stock of $.05 par value. Authorized
8,000,000 shares; issued 3,167,092 shares for 1999
and 1998, respectively 158 158
Additional paid-in capital 4,285 4,278
Retained earnings 15,391 27,176
-------- -------
19,834 31,612
Less cost of common shares in treasury -285,529 and
288,754 shares for 1999 and 1998, respectively (1,222) (1,236)
-------- -------
Total stockholders' equity 18,612 30,376
-------- -------
Commitments and contingencies (notes 2, 12 and 13) -- --
$ 44,009 53,340
======== =======
See accompanying notes to consolidated financial statements.
</TABLE>
16
<PAGE> 17
ABLEST INC. (formerly C. H. HEIST CORP.) AND SUBSIDIARIES
Consolidated Statements of Operations
(In thousands, except share and per share data)
<TABLE>
<CAPTION>
Year ended
---------------------------------------------------
Dec. 26, Dec. 27, Dec. 28,
1999 1998 1997
----------- ---------- ----------
<S> <C> <C> <C>
Net service revenues $ 98,094 78,471 63,268
Cost of services 75,885 60,059 48,740
----------- ---------- ----------
Gross profit 22,209 18,412 14,528
Selling, general and administrative expenses 19,873 16,013 13,627
Amortization of intangible assets 724 506 215
Intangible asset impairment (note 4) 5,071 -- --
----------- ---------- ----------
Operating income (loss) (3,459) 1,893 686
----------- ---------- ----------
Other income (expense):
Interest expense, net (599) (448) (271)
Miscellaneous, net 170 155 (110)
----------- ---------- ----------
Other expense, net (429) (293) (381)
----------- ---------- ----------
Earnings (loss) from continuing operations
before income taxes (3,888) 1,600 305
Income taxes (note 8) 68 724 142
----------- ---------- ----------
Net earnings (loss) from continuing operations (3,956) 876 163
Discontinued operations (note 2):
Income (loss) from discontinued operations, net
of income taxes (743) 418 735
Loss on sale of discontinued operations,
net of income taxes (7,086) -- --
----------- ---------- ----------
Net earnings (loss) $ (11,785) 1,294 898
=========== ========== ==========
Basic and diluted earnings (loss) per common share:
Continuing operations $ (1.37) .30 .06
Discontinued operations (.26) .15 .25
Loss on sale of discontinued operations (2.46) -- --
----------- ---------- ----------
Total $ (4.09) .45 .31
=========== ========== ==========
Weighted average number of common
shares outstanding 2,880,867 2,877,977 2,876,505
=========== ========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
17
<PAGE> 18
ABLEST INC. (formerly C. H. HEIST CORP.) AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity
(In thousands, except share data)
<TABLE>
<CAPTION>
Additional Treasury stock Total
Common paid-in Retained --------------------- stockholders'
stock capital earnings Shares Amounts equity
-------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Balances at December 29, 1996 $ 158 4,268 24,984 292,419 (1,252) 28,158
Net earnings - - 898 - - 898
Stock compensation awards - 6 - (2,150) 9 15
-------------------------------------------------------------------------------------
Balances at December 28, 1997 158 4,274 25,882 290,269 (1,243) 29,071
Net earnings - - 1,294 - - 1,294
Stock compensation awards - 4 - (1,515) 7 11
-------------------------------------------------------------------------------------
Balances at December 27, 1998 158 4,278 27,176 288,754 (1,236) 30,376
Net loss - - (11,785) - - (11,785)
Stock compensation awards - 7 - (3,225) 14 21
-------------------------------------------------------------------------------------
Balances at December 26, 1999 $ 158 4,285 15,391 285,529 (1,222) 18,612
=====================================================================================
</TABLE>
See accompanying notes to consolidated financial statements.
18
<PAGE> 19
ABLEST INC. (formerly C. H. HEIST CORP.) AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(In thousands)
<TABLE>
<CAPTION>
Year ended
------------------------------------
Dec. 26, Dec. 27, Dec. 28,
1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings (loss) from continuing operations $ (3,956) 876 163
Adjustments to reconcile net earnings (loss) to net
cash provided by operating activities:
Depreciation of plant and equipment 684 426 409
Amortization of intangible assets 724 506 215
Intangible asset impairment charge 5,071 -- --
Deferred income taxes (778) (370) (205)
Changes in assets and liabilities (next page) (1) (1,013) 1,056 (2,565)
-------- ------- ------
Net cash provided (used) by operating activities of
continuing operations 732 2,494 (1,983)
-------- ------- ------
Cash flows from investing activities:
Additions to property, plant and equipment (996) (773) (677)
Acquisitions and earnout payments, net of cash acquired (1,310) (7,266) (1,904)
-------- ------- ------
Net cash used by investing activities of
continuing operations (2,306) (8,039) (2,581)
-------- ------- ------
Cash flows from financing activities:
Proceeds from bank line of credit borrowings 18,750 14,047 7,200
Repayment of bank line of credit borrowings (18,350) (8,297) (4,050)
Repayment of acquisition note payable -- -- (500)
-------- ------- ------
Net cash provided by financing activities
of continuing operations 400 5,750 2,650
-------- ------- ------
Net increase (decrease) in cash from continuing operations (1,174) 205 (1,914)
-------- ------- ------
Net increase in cash from discontinued operations 414 896 1,010
-------- ------- ------
Net increase (decrease) in cash (760) 1,101 (904)
Cash and cash equivalents at beginning of year 1,322 221 1,125
-------- ------- ------
Cash and cash equivalents at end of year $ 562 1,322 221
======== ======= ======
</TABLE>
(Continued)
See accompanying notes to consolidated financial statements.
19
<PAGE> 20
ABLEST INC. (formerly C. H. HEIST CORP.) AND SUBSIDIARIES
Consolidated Statements of Cash Flows, continued
(In thousands)
<TABLE>
<CAPTION>
Dec. 26, Dec. 27, Dec. 28,
1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
Changes in continuing operations' assets and
liabilities providing (using) cash excluding
effects of acquisitions (1):
Receivables $ (3,663) (1,368) (1,731)
Prepaid expenses & other (162) (154) 226
Accounts payable 1,155 1,391 (1,204)
Accrued expenses 1,347 998 22
Other liabilities 310 189 122
-------- ------- -------
Total $ (1,013) 1,056 (2,565)
======== ======= =======
Supplemental disclosure of cash flow information:
Cash paid during year for:
Interest - continuing operations $ 307 396 208
Interest - discontinued operations 325 475 484
-------- ------- -------
$ 632 871 692
======== ======= =======
Income taxes - continuing operations $ 117 832 439
Income taxes - discontinued operations 288 801 384
-------- ------- -------
$ 405 1,633 823
======== ======= =======
Bank line of credit:
Proceeds - continuing operations $ 18,750 14,047 7,200
Proceeds - discontinued operations 12,400 10,550 9,800
-------- ------- -------
$ 31,150 24,597 17,000
======== ======= =======
Repayments - continuing operations $(18,350) (8,297) (4,050)
Repayments - discontinued operations (12,900) (9,000) (10,650)
-------- ------- -------
$(31,250) (17,297) (14,700)
======== ======= =======
Non-cash investing and financing activities:
Continuing operations:
Liabilities assumed in acquisition transactions $ -- 760 --
======== ======= =======
Discontinued operations:
Leases capitalized $ 1,148 -- --
======== ======= =======
</TABLE>
(1) Excludes changes resulting from discontinued operations.
See accompanying notes to consolidated financial statements.
20
<PAGE> 21
ABLEST INC. (formerly C. H. HEIST CORP.) AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Years ended December 26, 1999, December 27, 1998
and December 28, 1997
(1) Summary of Significant Accounting Policies
Ablest Inc. (formerly C. H. Heist Corp.) and subsidiaries (the Company)
had two professional service segments: staffing services and industrial
maintenance services. The Ablest Service Corp. (Ablest) staffing
services subsidiary focuses on providing temporary and contract
staffing solutions to businesses in the clerical, light industrial and
technology professional sectors. The industrial maintenance segment
serviced a wide range of industries, such as chemical, petrochemical,
power generation, pulp and paper, mining and metallurgical plants. The
industrial services business includes hydroblasting, painting,
sandblasting, vacuuming of industrial wastes, turnaround services,
chemical cleaning and commercial insulation. These services were
offered domestically and in Canada through C. H. Heist Ltd., a wholly
owned subsidiary. As further described in note 2 the Company has
adopted a plan to sell its industrial maintenance operations. The
accompanying consolidated financial statements as of and for the year
ended December 26, 1999, separately reflect industrial maintenance
operations as a discontinued operation. The 1998 and 1997 financial
statements have been reclassified to conform to the 1999 presentation.
Significant accounting policies followed by the Company are summarized
as follows:
(a) Fiscal Year
The Company's fiscal year ends on the last Sunday of December. The
consolidated financial statements include 52 weeks for each of the
years ended December 26, 1999, December 27, 1998 and December 28, 1997.
(b) Principles of Consolidation
The consolidated financial statements include the accounts of the
Company and its subsidiaries, all of which are wholly-owned. All
significant intercompany balances and transactions have been eliminated
in consolidation.
(c) Cash Equivalents
All highly liquid investments with original maturities of three months
or less are considered cash equivalents.
(d) Revenue Recognition
The industrial maintenance segment operated primarily under
time-and-material contracts and, to a lesser extent, under fixed price
contracts. Time-and-material contract revenue and associated costs are
recognized in the period the services were provided. Revenue on fixed
price contracts was recognized on the percentage of completion method
based on costs incurred in relation to total estimated costs. The
staffing services segment recognizes revenue and associated costs in
the period the services are provided.
21
<PAGE> 22
ABLEST INC. (formerly C. H. HEIST CORP.) AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(e) Parts and Supplies
Parts and supplies used in the industrial maintenance segment were
valued at the lower of cost (first-in, first-out) or market.
(f) Property, Plant and Equipment
Property, plant and equipment are stated at cost and are depreciated
over the estimated useful lives of the respective assets, principally
on the straight-line method. Leasehold improvements are amortized on
the straight-line method over the shorter of the lease term or
estimated useful life of the asset. Estimated useful lives generally
range from 3 to 40 years.
(g) Intangible Assets
The values ascribed to acquired intangibles are being amortized on the
straight-line method primarily over periods of three to thirty years.
The Company regularly evaluates whether events and circumstances have
occurred that indicate the carrying amounts of intangible assets may
warrant revision or may not be recoverable. In the event of possible
impairment, the asset's value will be determined by discounted
projected net cash flows of the related business.
(h) Income Taxes
Income taxes are accounted for by the asset and liability method. Under
the asset and liability method, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to operating
loss and credit carryforwards and differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered
or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized as income or expense in the period
that includes the enactment date.
(i) Earnings Per Share
Basic earnings per share is computed by using the weighted average
number of common shares outstanding. Diluted earnings per share is
computed by using the weighted average number of common shares
outstanding plus the dilutive effect, if any, of stock options. The
dilutive effect of stock options was not significant for any of the
years presented.
(j) Foreign Currency Translation
The Canadian subsidiary utilized the Canadian dollar as its functional
currency. Assets and liabilities are translated using rates of exchange
as of the balance sheet date and the statements of operations were
translated at an average rate of exchange during the year. The
cumulative effect of foreign currency translation is included in the
net assets of discontinued operations.
(k) Use of Estimates
Management has made a number of estimates and assumptions in preparing
these financial statements to conform with generally accepted
accounting principles. Actual results could differ from those
estimates.
22
<PAGE> 23
ABLEST INC. (formerly C. H. HEIST CORP.) AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(l) Stock Option Plans
The Company applies the intrinsic value-based method of accounting
prescribed by Accounting Principles Board (APB) Opinion No. 25,
"Accounting for Stock Issued to Employees," and related
interpretations, in accounting for its fixed plan stock options. As
such, compensation expense would be recorded on the date of the grant
if the current market price of the underlying stock exceeded the
exercise price. Statement of Financial Accounting Standards (SFAS) No.
123 "Accounting for Stock - Based Compensation," established accounting
and disclosure requirements using a fair value-based method of
accounting for stock-based employee compensation plans. As allowed by
SFAS No. 123, the Company has elected to continue to apply the
intrinsic value-based method of accounting described above, and has
adopted the disclosure requirements of SFAS No. 123.
23
<PAGE> 24
ABLEST INC. (formerly C. H. HEIST CORP.) AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(2) Discontinued Operations
In the fourth quarter of 1999 the Company adopted a plan to dispose of
its industrial maintenance operations. On January 21, 2000, the Company
signed an Asset Sale and Purchase Agreement (the Agreement) to sell
substantially all of the assets of the Company's U.S. industrial
maintenance operations and all the stock of the C. H. Heist, Ltd. to
Onyx Industrial Services, Inc. (Onyx). Taken together, these operations
comprise substantially all of the Company's industrial maintenance
segment. The base selling price is $20,000,000 in cash plus the
assumption by Onyx of certain trade liabilities. The selling price is
subject to adjustment in the event that the net assets delivered differ
from a targeted amount agreed to by the parties. Additionally,
$7,000,000 of the selling price was subject to escrow pending the
formal assignment of certain customer relationships to Onyx. Of the
amount to be held in escrow, $6,000,000 is attributable to one customer
relationship. Prior to closing the sale to Onyx on March 13, 2000, the
Company obtained the necessary assignment from this customer thereby
releasing the proceeds. Based upon its evaluation of the other customer
assignments, the Company estimates that $300,000 of the remaining
escrow will not be received and, accordingly, has excluded such amount
from the estimated sales price in determining the loss on disposal of
this segment.
The Agreement includes certain other provisions, which could result in
additional disposition costs for the Company. Such costs include
environmental remediation at certain specific industrial maintenance
branches, reimbursement of any uncollectible accounts receivable
acquired by Onyx and the payment of certain severance costs. The
Company has estimated and recorded in 1999, its net loss from the sale
of its industrial maintenance operations. Such loss includes
management's best estimate of the sale proceeds, the direct costs of
the transaction, estimated costs associated with the contingencies
contained in the Agreement and the basis of disposed net assets as of
the measurement date. The actual amounts for these items and
accordingly, the actual loss from disposal may differ from the
estimate.
The estimated loss on the disposal of the industrial maintenance
operations is $7,086,000 (net of tax benefit of $2,772,000), consisting
of an estimated loss on disposal of the business of $5,509,000 and a
provision of $1,577,000 for anticipated operating losses from the
measurement date to the expected disposal in March, 2000 (holding
period loss). The tax benefit recorded in connection with the loss on
disposal differs from the tax benefit calculated by using statutory
rates as a result of certain foreign currency exchange losses, net
operating losses and foreign tax credit carryforwards, which are not
expected to be realized. A summary of the operating results of
discontinued operations are as follows:
<TABLE>
<CAPTION>
(In thousands) Year ended
----------------------------------
Dec. 26, Dec. 27, Dec. 28,
1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
Net service revenues $ 54,317 57,176 56,248
======== ====== ======
Income (loss) from discontinued operations
before income tax expense (benefit) (979) 537 1,699
Income tax expense (benefit) (236) 119 964
-------- ------ ------
Income (loss) from discontinued operations $ (743) 418 735
======== ====== ======
</TABLE>
24
<PAGE> 25
ABLEST INC. (formerly C. H. HEIST CORP.) AND SUBSIDIARIES
Notes to Consolidated Financial Statements
The Company specifically allocates debt and interest expense that it attributes
to each operating business segment. The amount of interest expense included in
the income (loss) from discontinued operations was $409,000, $442,000 and
$458,000 for the fiscal years 1999, 1998 and 1997, respectively. The amount of
interest expense included in the holding period loss is $419,000.
Comprehensive income (loss) of these operations was $(266,000), $(234,000) and
$236,000 in 1999, 1998 and 1997, respectively. The only item of other
comprehensive income (loss) is foreign currency translation.
The income tax expense (benefit) attributable to discontinued operations
differs from the amount determined by applying the statutory tax rate to income
(loss) from discontinued operations before income taxes due to the effects of
higher foreign tax rates, net operating loss and tax credit carryforwards.
The industrial maintenance assets sold, the liabilities assumed by Onyx, the
cumulative translation adjustment attributable to C.H. Heist, Ltd. and the
accrued loss on sale have been segregated in the accompanying balance sheets as
net assets of discontinued operations. The components are as follows:
<TABLE>
<CAPTION>
(In thousands) Dec. 26, Dec. 27,
1999 1998
-------- ------
<S> <C> <C>
Current assets $ 15,546 14,076
Property, plant & equipment, net ( note 3 ) 15,196 14,977
Other assets 207 75
Current liabilities (2,772) (2,779)
Accrued loss on disposal (8,178) --
Capital lease obligations (746) --
Deferred income tax liabilities ( note 8 ) (577) (404)
Foreign currency translation 1,758 2,235
-------- ------
$ 20,434 28,180
======== =======
</TABLE>
(3) Property, Plant and Equipment
A summary of aggregate property, plant and equipment follows:
<TABLE>
<CAPTION>
(In thousands) Dec. 26, Dec. 27,
1999 1998
-------- ------
<S> <C> <C>
Land $ 1,337 1,321
Building and improvements 5,499 5,249
Machinery and equipment 29,847 27,126
Automotive equipment 15,470 14,852
Office furniture and equipment 7,996 7,329
Leasehold improvements 575 473
-------- -------
60,724 56,350
Less accumulated depreciation 43,315 38,996
======== =======
$ 17,409 17,354
======== =======
</TABLE>
25
<PAGE> 26
ABLEST INC. (formerly C. H. HEIST CORP.) AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(3) Property, Plant and Equipment, (cont.)
Net property, plant and equipment has been allocated as follows:
<TABLE>
<CAPTION>
(In thousands) Dec. 26, Dec. 27,
1999 1998
-------- ------
<S> <C> <C>
Continuing operations $ 2,213 2,377
Discontinued operations 15,196 14,977
------- ------
$17,409 17,354
======= ======
</TABLE>
(4) Intangible Assets
A summary of intangible assets follows:
<TABLE>
<CAPTION>
(In thousands) Dec. 26, Dec. 27,
1999 1998
-------- ------
<S> <C> <C>
Goodwill, less accumulated
amortization of $570 and $263 $ 4,364 8,908
Other intangible assets less
accumulated amortization
of $910 and $493 516 1,544
------- ------
$ 4,880 10,452
======= ======
</TABLE>
In the fourth quarter of 1999 the Company recorded a pre-tax write
down of $5,071,000 of intangible assets relating to its acquired
information technology staffing companies. The intangibles, primarily
goodwill, were determined to have been impaired as a result of the
loss of a major customer in the fourth quarter of 1999, the less than
anticipated operating results of the acquired businesses and their
inability to meet the income projections that were used in determining
the purchase prices that were paid for these companies. The Company
determined the amount of the impairment by comparing the projected
future discounted cash flows of the businesses to the carrying value
of the assets. Discounts rates used were based on a risk adjusted rate
of return.
(5) Accrued Expenses
A summary of accrued expenses follows:
<TABLE>
<CAPTION>
(In thousands) Dec. 26, Dec. 27,
1999 1998
-------- ------
<S> <C> <C>
Payroll and other compensation $2,602 2,165
Insurance 2,956 1,206
Acquisition earnout costs (note 11) 225 1,311
Other 1,440 636
====== =====
$7,223 5,318
====== =====
</TABLE>
26
<PAGE> 27
ABLEST INC. (formerly C. H. HEIST CORP.) AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(6) Indebtedness
The Company has a $25,000,000 unsecured bank line of credit under a
revolving credit agreement. The interest rate on borrowings under the
line of credit is elected weekly by the Company and is either (i) the
bank's prime rate or (ii) the Secondary Market Certificate of Deposit
(CD) Rate plus 3/4%. The rate in effect at December 26, 1999 is
6.955%. On July 31, 2000, the Company has the option of converting the
then outstanding borrowings to a term loan, payable in twenty equal
quarterly installments beginning August 1, 2001 and bearing interest
at either (i) the bank's prime rate plus 1/2% or (ii) the Secondary
Market CD Rate plus 1-1/2%. If converted, the company continues
electing, on a weekly basis, the interest rate to be charged. The
revolving credit agreement contains working capital requirements, and
limits the amount of liabilities, capital expenditures and payment of
cash dividends. Under the most restrictive of these provisions,
$1,000,000 of retained earnings is free of dividend restrictions at
December 26, 1999. Due to the sale of the industrial maintenance
operations, the Company was not in compliance with certain of the
covenants included in the agreement and as such obtained a waiver from
the bank. The Company also pays a commitment fee of 1/4% per annum on
the average daily unused portion. Compensating balances, may be, but
are not required to be, maintained. The Company and the bank are in
the early stages of negotiations on a new revolving credit facility
tied to the Company's continuing operations.
Long-term debt matures as follows assuming conversion, on July 31,
2000, of the amount due under the revolving credit agreement;
$1,595,000 in 2001; $3,190,000 in 2002; $3,190,000 in 2003; $3,190,000
in 2004; $3,190,000 in 2005; and $1,595,000 thereafter. The fair value
of long-term debt approximates its recorded value.
(7) Stock Option Plans
The Company has reserved 375,000 common shares for issuance in
conjunction with its 1991 Stock Option Plan (Plan). The Plan provides
for the granting of incentive stock options and/or non qualified
options to officers and key employees to purchase shares of common
stock at a price not less than the fair market value of the stock on
the dates options are granted. Such options are exercisable at such
time or times as may be determined by the Compensation Committee of
the Board of Directors and generally expire no more than ten years
after grant. Options vest and become fully exercisable six months
after the grant date.
A summary of stock option activity follows on the next page.
27
<PAGE> 28
ABLEST INC. (formerly C. H. HEIST CORP.) AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(7) Stock Option Plans, continued
<TABLE>
<CAPTION>
Weighted Options
Stock average exercisable
Options exercise price at year end
------- -------------- -----------
<S> <C> <C> <C>
Outstanding Dec. 29, 1996 182,389 $ 7.80 182,389
Canceled or expired (12,905) 9.13
-------
Outstanding Dec. 28, 1997 169,484 7.70 169,484
Canceled or expired (3,396) 7.98
-------
Outstanding Dec. 27, 1998 166,088 7.69 166,088
Canceled or expired (3,812) 7.70
-------
Outstanding Dec. 26, 1999 162,276 $ 7.69 162,276
=======
</TABLE>
At December 26, 1999, the range of exercise prices and weighted average
contractual life of outstanding and exercisable options was $6.94 - $10.13 and
4.4 years, respectively. At December 26, 1999 there were 208,324 shares
available for grant under the Plan.
In May 1996, the Company's shareholders approved the adoption of a Leveraged
Stock Option Plan (Leveraged Plan) for key employees. The Leveraged Plan
authorizes the issuance of options covering up to 375,000 shares of common
stock. Pursuant to the Leveraged Plan, 10% of a participant's annual incentive
compensation payment will be made in the form of stock options, which will be
granted following the end of the fiscal year. The number of options and the
exercise price are based on the average market price per share of common stock
for the ten days prior to the calendar year end for which the option is
granted. The exercise price of the options is subject to escalation at 8% per
year over the original option price. Options vest after three years and will be
exercisable over a ten-year period from the date of grant. The Compensation
Committee of the Board of Directors establishes the percentage of the
compensation to be applied towards the options and the escalation percentage of
the options exercise price.
A summary of Leveraged Plan option activity is on the following page.
28
<PAGE> 29
ABLEST INC. (formerly C. H. HEIST CORP.) AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(7) Stock Option Plans, continued
<TABLE>
<CAPTION>
Weighted
average fair
Weighted value of
average options
Stock Options exercise price granted
------------- -------------- ------------
<S> <C> <C> <C>
Outstanding Dec. 29, 1996 -- $ -- --
Granted 33,583 6.22 $ 2.59
-------
Outstanding Dec. 27, 1997 33,583 6.22
Granted 38,803 7.02 2.54
-------
Outstanding Dec. 27, 1998 72,386 6.88
Granted 74,117 6.34 $ 1.82
-------
Outstanding Dec. 26, 1999 146,503 $ 6.88
=======
</TABLE>
At December 26, 1999, the range of exercise prices and weighted average
contractual life of outstanding options was $6.34 - $7.58 and 8.4 years,
respectively. No options were exercisable as of December 26, 1999.
At December 26, 1999 there were 228,497 shares available for grant under the
Leveraged Plan. The per share weighted average fair value of stock options
granted was determined using the Black Scholes option-pricing model with the
following weighted average assumptions for 1999, 1998 and 1997, respectively:
risk free interest rates of 5.0%, 6.4% and 5.6%; expected dividend yield - none
for all years; expected life of ten years for all years; and volatility of 22%,
28% and 24%, respectively.
Based on the fair value of all options at the grant date, the Company's net
earnings (loss) and earnings (loss) per share from continuing operations would
have been reduced to the pro forma amounts indicated below:
<TABLE>
<CAPTION>
(In thousands, except per share data)
Year ended
----------------------------------------------
Dec. 26, Dec. 27, Dec. 28,
1999 1998 1997
----------- -------- --------
<S> <C> <C> <C> <C>
Net earnings (loss) from As reported $ (3,956) 876 163
continuing operations Pro forma (4,016) 842 148
Basic and diluted net earnings (loss) As reported $ (1.37) .30 .06
per share from continuing operations Pro forma (1.39) .29 .05
</TABLE>
29
<PAGE> 30
ABLEST INC. (formerly C. H. HEIST CORP.) AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(8) Income Taxes
The components and allocation of the total provision for income tax
expense (benefit) is as follows:
<TABLE>
<CAPTION>
(In thousands)
Year ended
---------------------------------------
Dec. 26, Dec. 27, Dec. 29,
1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
Current expense (benefit):
Federal $ (13) 655 (50)
State 66 75 257
Foreign 150 453 891
------- ------ ------
Total current 203 1,183 1,098
------- ------ ------
Deferred expense (benefit):
Federal (3,121) (167) 54
State (70) (173) 10
Foreign 48 1 (56)
------- ------ ------
Total deferred (3,143) (340) 8
------- ------ ------
$(2,940) 843 1,106
======= ====== ======
Continuing operations $ 68 724 142
Discontinued operations (3,008) 119 964
------- ------ ------
$(2,940) 843 1,106
======= ====== ======
</TABLE>
The source of aggregate earnings (loss) before income taxes is as
follows:
<TABLE>
<CAPTION>
(In thousands)
Year ended
---------------------------------------
Dec. 26, Dec. 27, Dec. 29,
1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
Earnings (loss) before income taxes:
Continuing operations:
Domestic $ (3,888) 1,600 305
-------- ------ -----
Discontinued operations:
Domestic (11,225) (439) 43
Foreign 388 976 1,656
-------- ------ -----
(10,837) 537 1,699
-------- ------ -----
$(14,725) 2,137 2,004
======== ====== =====
</TABLE>
30
<PAGE> 31
ABLEST INC. (formerly C. H. HEIST CORP.) AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(8) Income Taxes, continued
Actual income taxes from continuing operations differ from the
"expected" taxes (computed by applying the U.S. Federal corporate tax
rate of 34% to earnings (loss) before income taxes) as follows:
<TABLE>
<CAPTION>
(In thousands)
Year ended
------------------------------------
Dec. 26, Dec. 27, Dec. 28,
1999 1998 1997
------- -------- --------
<S> <C> <C> <C>
Computed expected tax expense $(1,322) 544 104
Adjustments resulting from:
State tax, net of Federal tax benefit 1 52 22
Goodwill amortization and impairment 1,287 62 --
Meals & entertainment 47 31 20
Other 55 35 (4)
------- ---- ----
$ 68 724 142
======= ==== ====
Effective tax rate (1.7%) 45.3% 46.6%
======= ==== ====
</TABLE>
The tax effects of temporary differences that give rise to the
aggregate deferred tax assets and liabilities are as follows:
<TABLE>
<CAPTION>
(In thousands)
Dec. 26, Dec. 27,
1999 1998
--------- --------
<S> <C> <C>
Deferred tax assets:
Allowance for doubtful receivables $ 165 154
Accrued insurance expense 796 429
Accrued loss on disposal 2,623 --
Accumulated amortization of other assets 675 92
Foreign tax and other credit carryforwards 9,297 --
Operating loss carryforwards 656 581
Other 550 398
-------- ------
14,762 1,654
Valuation allowances (3,682) (446)
-------- ------
11,080 1,208
-------- ------
Deferred tax liabilities:
Accumulated depreciation of plant and equipment (711) (575)
Undistributed earnings of foreign subsidiary (6,593) --
-------- ------
(7,304) (575)
-------- ------
Net deferred tax assets $ 3,776 633
======== ======
</TABLE>
31
<PAGE> 32
ABLEST INC. (formerly C. H. HEIST CORP.) AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(8) Income Taxes, continued
Net deferred tax assets are allocated between continuing and
discontinued operations as follows:
<TABLE>
<CAPTION>
Dec. 26, Dec. 27,
1999 1998
---- ----
<S> <C> <C>
Continuing operations:
Current deferred tax assets 1,100 550
Long-term deferred tax assets 909 411
----- ----
Net deferred tax assets 2,009 961
----- ----
Discontinued operations:
Current deferred tax assets 2,344 76
Long-term deferred tax liabilities (577) (404)
----- ----
Net deferred tax assets (liabilities) 1,767 (328)
----- ----
Net deferred tax assets 3,776 633
===== ====
</TABLE>
In assessing the realizability of deferred tax assets, management
considers, within each taxing jurisdiction, whether it is more likely
than not that some portion or all of the deferred tax assets will not
be realized. Management considers the scheduled reversal of deferred
tax liabilities, projected future taxable income, and tax planning
strategies in making this assessment. Based upon the level of
historical taxable income and projections for future taxable income
over the years in which the deferred tax assets are deductible,
management has provided valuation allowances for those deferred tax
assets that are not expected to be realized.
32
<PAGE> 33
ABLEST INC. (formerly C. H. HEIST CORP.) AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(9) Employee Benefit Plans
The Company has two qualified noncontributory defined benefit pension
plans covering substantially all of its non-bargaining unit personnel
in the United States. There is one plan for employees of each service
segment. The benefits are based on years of service and the employee's
average compensation during employment. Pension costs are funded as
required by applicable regulations. Plan assets are invested in a
diversified portfolio, which includes common stocks, bond and mortgage
obligations, insurance contracts and money market funds.
The following tables set forth the funded status of the plans at the
October 1 measurement date and the components of pension expense:
<TABLE>
<CAPTION>
(In thousands)
Dec. 26, Dec. 27,
1999 1998
-------- --------
<S> <C> <C>
Change in benefit obligation:
Benefit obligation at beginning of year $ 5,044 3,593
Service cost 211 467
Interest 222 233
Actuarial (gain) loss (544) 783
Benefits paid (48) (32)
Effect of curtailment (864) --
------- -----
Benefit obligation at end of year $ 4,021 5,044
======= ======
Change in plan assets:
Fair value of plan assets at beginning of year $ 4,153 3,806
Actual return on plan assets 252 137
Company contributions 215 242
Benefits paid (48) (32)
------- -----
Fair value of plan assets at end of year $ 4,572 4,153
======= ======
Reconciliation of funded status:
Funded status (underfunded)/overfunded $ 551 (891)
Unrecognized net actuarial (gain)/loss (385) 89
Unrecognized transition obligation -- 9
Unrecognized prior service cost -- 562
------- -----
Prepaid (accrued) benefit cost $ 166 (229)
======= ======
Principal actuarial assumptions are:
Weighted average discount rate 6.0% 5.5%
Weighted average return on plan assets 7.9% 7.9%
Rate of compensation increase 3.9% 3.9%
</TABLE>
33
<PAGE> 34
ABLEST INC. (formerly C. H. HEIST CORP.) AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(9) Employee Benefit Plans, continued
<TABLE>
<CAPTION>
(In thousands)
Year ended
----------------------------------
Dec. 26, Dec. 27, Dec. 28,
1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
Pension expense:
Service cost $ 211 467 411
Interest cost 222 232 199
Expected return on plan assets (333) (292) (242)
Recognized net actuarial loss -- (39) (47)
Amortization of transition obligation -- 3 3
Amortization of prior service costs -- 62 62
Curtailment gains (281) -- --
----- ---- ----
Total pension expense $(180) 433 386
===== ==== ====
</TABLE>
On January 15, 1999 the Company announced its intention to terminate
its qualified noncontributory defined benefit pension plans covering
substantially all of its non-bargaining unit personnel in the United
States. The net assets of the plans will be allocated, as prescribed
by ERISA and its related regulations. The Company has recognized
$281,000 of curtailment gains in 1999 of which $167,000 is included in
continuing operations.
The Company maintains a qualified defined contribution plan covering
the non-bargaining unit employees in the United States. The Company
matches the contributions of participating employees, with a maximum
contribution limit, on the basis of the percentages specified in the
plan. The matching contributions were $270,000, $47,000 and $16,000 in
1999, 1998 and 1997 respectively. Of these amounts $150,000, $15,000
and $16,000 were allocated to continuing operations.
(10) Industry Segments
The Company has two professional service segments: staffing and
industrial maintenance services. Staffing services are provided on a
temporary and contract basis to businesses in clerical, light
industrial and technology professional sectors throughout the eastern
United States and select southwestern U.S. markets. Industrial
maintenance services a wide range of industries by providing
hydroblasting, painting, sandblasting, and vacuuming of industrial
wastes throughout the eastern United States and Canada.
Corporate assets not allocated consist primarily of cash equivalents.
There are no cash equivalents as of December 26, 1999. Operating
segment data as of and for each of the years ended December 26, 1999,
December 27, 1998 and December 28, 1997 are as follows:
34
<PAGE> 35
ABLEST INC. (formerly C. H. HEIST CORP.) AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(10) Industry Segments, continued
<TABLE>
<CAPTION>
(In thousands)
Dec. 26, Dec. 27, Dec. 28,
1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
Staffing services:
Net revenues $ 98,094 78,471 63,268
Intersegment revenues 116 101 39
-------- ------- ------
Total revenues 98,210 78,572 63,307
Cost of services 75,885 60,059 48,740
Selling, general & administrative:
Operations 15,717 11,986 10,344
Allocated overhead 3,484 3,141 2,616
-------- ------- ------
------
Total selling general & admin 19,201 15,127 12,960
Amortization 724 506 215
Intangible asset impairment 5,071 -- --
Operating income (loss) (2,787) 2,779 1,353
Depreciation 684 426 409
Assets 22,639 25,603 12,555
Capital expenditures and acquisitions $ 2,306 8,039 2,581
======== ======= ======
Industrial maintenance services:
Net revenues $ 54,317 57,176 56,248
Cost of services 37,404 37,599 36,550
Selling, general & administrative:
Operations 13,806 13,911 13,301
Overhead 6,092 5,998 4,892
-------- ------- ------
Total selling general & admin 19,898 19,909 18,193
Amortization 6 18 32
Operating income (loss) (2,991) (350) 1,473
Depreciation 4,212 4,360 4,701
Assets 31,308 27,134 29,414
Capital expenditures $ 2,684 5,322 4,127
======== ======= ======
Corporate assets $ -- 1,284 2,117
======== ======= ======
</TABLE>
The difference between segment assets and total assets as presented on
the consolidated balance sheet are a result of the netting of certain
liabilities against assets for discontinued operations and deferred
tax assets against liabilities for consolidation.
Operating income (loss) for each of the segments differs from the
corresponding amounts of continuing and discontinued operations on the
consolidated statements of operations as a result of certain corporate
overhead allocations. These costs, which are expected to continue
subsequent to the industrial maintenance sale, are allocated for
segment purposes but have been fully charged to continuing operations
in the consolidated statements of operations. A reconciliation of
these differences follows:
35
<PAGE> 36
ABLEST INC. (formerly C. H. HEIST CORP.) AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(10) Industry Segments, continued
<TABLE>
<CAPTION>
(In thousands)
Dec. 26, Dec. 27, Dec. 28,
1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
Staffing services:
Operating income (loss) $(2,787) 2,779 1,353
Reclassification of continuing expenses (672) (886) (667)
======= ====== ======
Continuing operating income(loss) (3,459) 1,893 686
======= ====== ======
Industrial maintenance services:
Operating income (loss) (2,991) (350) 1,473
Reclassification of continuing expenses 672 886 667
------- ------ ------
Discontinued operating income (loss) (2,319) 536 2,140
Operating loss from measurement date to
end of fiscal year 1,346 -- --
Interest expense (409) (442) (458)
Other income 403 443 17
------- ------ ------
Income (loss) from discontinued operations
before income tax expense (benefit) $ (979) 537 1,699
======= ====== ======
</TABLE>
A summary of financial data (in U.S. dollars) relating to the
Company's Canadian industrial maintenance operation follows:
<TABLE>
<CAPTION>
(In thousands)
Year ended
------------------------------------
Dec. 26, Dec. 27, Dec. 28,
1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
Identifiable assets $10,402 9,830 10,570
Liabilities 1,218 1,312 1,921
Net service revenues 14,627 16,149 16,300
</TABLE>
(11) Acquisitions
Between September 1996 and November 1998 the Company acquired five
information technology staffing businesses in various regions of the
United States. These acquisitions were accounted for by the purchase
method of accounting and accordingly, the results of operations since
the respective dates of acquisition are included in the consolidated
statements of operations. The purchase prices have been allocated to
assets acquired and liabilities assumed based on their fair values at
the acquisition date. Including earnout payments, the aggregate
purchase price for these acquisitions was $13,179,000 and was
primarily paid in cash. In 1999, the Company recorded an impairment
charge related to the intangible assets acquired in these transactions
(note 4).
36
<PAGE> 37
ABLEST INC. (formerly C. H. HEIST CORP.) AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(12) Lease Commitments
The Company and its subsidiaries occupy certain facilities under
noncancellable operating lease arrangements. Expenses under such
arrangements amounted to $1,234,000, $1,064,000 and $941,000 in 1999,
1998 and 1997, respectively of which $947,000, $772,000, and $653,000,
respectively relate to continuing operations.
In addition, the Company leases certain automotive and office
equipment under noncancellable operating lease arrangements, which
provide for minimum monthly rentals. Expenses under such arrangements
amounted to $814,000, $924,000 and $855,000 in 1999, 1998, and 1997,
respectively of which $238,000, $270,000 and $267,000, respectively
relate to continuing operations.
Management expects that in the normal course of its continuing
operations, new leases will replace leases that expire. Real estate
taxes, insurance and maintenance expenses are obligations of the
Company.
A summary of future minimum operating lease payments for continuing
operations at December 26, 1999 follows:
<TABLE>
<CAPTION>
(In thousands)
Real
Year Property Equipment
---- -------- ---------
<S> <C> <C>
2000 $827 $236
2001 548 81
2002 345 22
2003 209 --
</TABLE>
(13) Contingencies
The Company is subject, from time to time, to claims encountered in
the normal course of business. In the opinion of management, the
resolution of all pending matters will not have a material adverse
effect on the Company's financial condition or liquidity.
(14) Subsequent event
On March 6, 2000, the shareholders approved an Agreement and Plan of
Merger (the Merger Agreement) effecting a reincorporation
(Reincorporation) of the C.H. Heist Corp. by merger into Ablest Inc.,
a Delaware corporation (Delaware Company) formed for the
Reincorporation and as a result, C.H. Heist Corp.'s name will be
changed to Ablest Inc. The Reincorporation will be effective upon the
filing of related documentation in Delaware and New York after the
consummation of the Agreement with Onyx, all of which occurred on
March 13, 2000.
Upon completion of the merger, (i) C.H. Heist Corp. will cease to
exist, (ii) the Delaware Company will continue to operate the business
of the Company under the name Ablest Inc., (iii) the shareholders of
the Company will automatically become the stockholders of the Delaware
Company, (iv) the business will be governed under the laws of Delaware
rather than New York, (v) options to purchase common shares of the
Company automatically will be converted into options to acquire an
equal number of shares of the Delaware Company's common stock, and
(vi) no change will occur in the physical location, business,
management, assets, liabilities or net worth of the Company as such
exist immediately following consummation of the Agreement with Onyx.
37
<PAGE> 38
ABLEST INC. (formerly C. H. HEIST CORP.) AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(14) Subsequent event, continued
Each outstanding common share of the Company, $.05 par value,
automatically will be converted pro-rata into one share of the
Delaware Company common stock, $.05 par value. The Delaware Company's
bylaws and charter authorize the issuance of 7,500,000 shares of
common stock and 500,000 shares of preferred stock.
38
<PAGE> 39
ITEM 9. Changes In and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
PART III
ITEM 10. Directors and Executive Officers of the Registrant
The information in response to this item is hereby incorporated by reference to
the information under the caption "Nominees for Directors" presented in the
Company's definitive proxy statement to be filed with the Securities and
Exchange Commission and used in connection with the solicitation of proxies for
the Company's annual meeting of shareholders to be held on May 16, 2000, except
insofar as information with respect to executive officers is presented in Part
I hereof.
ITEM 11. Executive Compensation
The information in response to this item is hereby incorporated by reference to
the information under the caption "Compensation of Executive Officers"
presented in the Company's definitive proxy statement to be filed with the
Securities and Exchange Commission and used in conjunction with the
solicitation of proxies for the Company's annual meeting of shareholders to be
held on May 16, 2000; provided, however, that information appearing in the
proxy statement under the headings "Report on Executive Compensation by the
Compensation Committee and Board of Directors" and "Common Stock Performance"
is not incorporated herein and should not be deemed to be included in this
document for any purposes.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management
The information in response to this item is hereby incorporated by reference to
the information under the caption "Security Ownership of Certain Beneficial
Owners and Management" presented in the Company's definitive proxy statement to
be filed with the Securities and Exchange Commission and used in connection
with the solicitation of proxies for the Company's annual meeting of
shareholders to be held on May 16, 2000.
ITEM 13. Certain Relationships and Related Transactions
The information in response to this item is hereby incorporated by reference to
the information under the caption "Certain Transactions" presented in the
Company's definitive proxy statement to be filed with the Securities and
Exchange Commission and used in connection with the solicitation of proxies for
the Company's annual meeting of shareholders to be held on May 16, 2000.
PART IV
ITEM 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) The following documents are filed as part of this Report:
(1) Financial Statements and Schedules
See Index to Financial Statements and Schedules at page 14.
(2) Exhibits
39
<PAGE> 40
Exhibits identified below are filed herewith or incorporated herein by
reference to the documents indicated in parentheses.
Exhibit
Number Description
2.1 Agreement and Plan of Merger between C. H. Heist Crop. And Ablest Inc.
dated February 4, 2000. (Exhibit to the Company's Form 8-K report
dated March 22, 2000)
3.1 Certificate of Incorporation of the Company (Attached as an exhibit to
the Company's definitive Proxy Statement in connection with the
special meeting of shareholders held on March 6, 2000)
3.3 By-laws of the Registrant. (Attached as an exhibit to the Company's
definitive Proxy Statement in connection with the special meeting of
shareholders held on March 6, 2000)
10.1 Asset Sale and Purchase Agreement between C. H. Heist Corp. and Onyx
Industrial Services Inc. (Exhibit to the Company's Form 8-K report
dated March 22, 2000)
10.2 Business Loan Agreement with Manufacturers and Traders Trust Company
dated December 22, 1994. (Exhibit to the Company's Form 10-K report
for the year ended December 25, 1994)
10.3 Corporate Revolving Term Loan Agreement with Manufacturer and Traders
Trust Company dated August 21, 1995 (Exhibit to the Company's Form
10-K report for the year ended December 31, 1995)
10.4 Amendment to Business Loan Agreement dated October 25, 1996 (Exhibit
to the Company's Form 10-K Report for the year ended December 29,
1996)
10.5 EVA Incentive Plan (Incorporated herein by reference to the Company's
definitive Proxy Statement in connection with its annual meeting held
on May 10, 1996)
10.6 Leveraged Stock Option plan (Incorporated herein by reference to the
Company's definitive Proxy Statement in connection with its annual
meeting held on May 10, 1996)
10.7 Purchase Agreement dated as of April 13, 1998, with Milestone
Technologies, Inc. (Exhibit to the Company's Form 8-K report dated
April 24, 1998)
10.8 Amendment Agreement dated November 13, 1997, to Corporate Revolving
and Term Loan Agreement (Exhibit to the Company's Form 10-K Report for
the year ended December 28, 1997)
10.9* Amendment dated January 31, 2000, to Business Loan Agreement
15* Letter regarding Unaudited Interim Financial Information
21* Subsidiaries of the Registrant
23* Consent of KPMG LLP to incorporation of their reports into Forms S-8
No. 33-48497 and No. 333- 26007
27.1* Financial Data Schedule
- ---------------------
* Filed herewith
40
<PAGE> 41
b) No reports on Form 8-K were filed by the Company during 1999.
The Company will furnish, without charge to a security holder upon request, a
copy of the documents portions of which are incorporated by reference herein
and will furnish any other exhibit at cost.
41
<PAGE> 42
ABLEST INC. (formerly C. H. HEIST CORP.) AND SUBSIDIARIES
Index to Financial Statements and Schedules
Form 10-K
Items 8, 14(a)(1)
<TABLE>
<CAPTION>
Page Reference
--------------
<S> <C>
The financial statements of the registrant
and its subsidiaries required to be included
in Item 8 are listed below:
Independent Auditors' Report 15
Financial Statements:
Consolidated Balance Sheets as of December 26, 1999 and December 27, 1998 16
Consolidated Statements of Operations for the years
ended December 26, 1999, December 27, 1998 and December 28, 1997 17
Consolidated Statements of Stockholders' Equity for the years ended December 26,
1999, December 27, 1998 and December 28, 1997 18
Consolidated Statements of Cash Flows for the years ended December 26, 1999,
December 27, 1998 and December 28, 1997 19-20
Notes to Consolidated Financial Statements 21-38
The following consolidated financial statement
schedules for the Registrant and its subsidiaries
are included in Item 14(a)(1):
Independent Auditors' Report on Financial Statement Schedules 43
Schedule:
II - Valuation Account 44
</TABLE>
Schedules other than those listed above are omitted because the conditions
requiring their filing do not exist or because the required information is
provided in the consolidated financial statements, including the notes thereto.
42
<PAGE> 43
Independent Auditors' Report On Financial Statement Schedules
The Board of Directors
Ablest Inc. (formerly C.H. Heist Corp.):
Under date of February 18, 2000, except as to notes 2 and 14 which are as of
March 13, 2000 and March 6, 2000, respectively, we reported on the consolidated
financial statements of Ablest Inc. (formerly C. H. Heist Corp.) and
subsidiaries as listed in the accompanying index. These consolidated financial
statements and our report thereon are included in this annual report on Form
10-K for the year 1999. In connection with our audits of the aforementioned
consolidated financial statements, we also audited the related consolidated
financial statement schedule as listed in the accompanying index. This
financial statement schedule is the responsibility of the Company's management.
Our responsibility is to express an opinion on this financial statement
schedule based on our audits.
In our opinion, such financial statement schedule, when considered in relation
to the basic consolidated financial statements taken as a whole, presents
fairly, in all material respects, the information set forth therein.
KPMG LLP
Buffalo, New York
February 18, 2000
43
<PAGE> 44
Schedule II
ABLEST INC. (formerly C. H. HEIST CORP.) AND SUBSIDIARIES
Valuation Account
<TABLE>
<CAPTION>
Additions
Balance at Charged to Accounts Balance
Beginning Cost and Receivable At end
Allowance for Doubtful Accounts (1): Of period Expenses Written-off Of period
-------- ---------- ----------- ---------
<S> <C> <C> <C> <C>
Year ended December 28, 1997 $110,957 472,288 (256,034) 327,211
Year ended December 27, 1998 327,211 26 (22,355) 304,882
Year ended December 26, 1999 304,882 196,701 (123,953) 377,630
</TABLE>
(1) Excludes valuation accounts for discontinued operations.
44
<PAGE> 45
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: March 23, 2000
ABLEST INC.
By: /s/ Mark P. Kashmanian
-------------------------------------
Mark P. Kashmanian
Treasurer, Chief Accounting
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 Company
and in the capacities and as of the date indicated:
ABLEST INC.
By: /s/ Charles H. Heist
------------------------------------------
Charles H. Heist
Chairman of the Board and
Acting Chief Financial Officer
By: /s/ W. David Foster
------------------------------------------
W. David Foster
Director and Chief Executive Officer
By: /s/ Ronald K. Leirvik
------------------------------------------
Ronald K. Leirvik
Director
By: /s/ Charles E. Scharlau
------------------------------------------
Charles E. Scharlau
Director
By: /s/ Richard W. Roberson By: /s/ Donna R. Moore
------------------------------------------ --------------------------
Richard W. Roberson Donna R. Moore
Director Director
March 23, 2000
45
<PAGE> 46
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Page or
Number Description Reference
- ------ ----------- ---------
<S> <C> <C>
2.1 Agreement and Plan of Merger by C. H. Heist Corp. and
Ablest Inc. Dated and approved by the Board of Directors
on February 4, 1
3.1 Certificate of Incorporation of the Registrant 2
3.2 By-laws of the Registrant adopted on March 13, 2000. 2
10.1 Asset Sale and Purchase Agreement between
C. H. Heist Corp., Onyx Industrial Services, Inc.
dated January 17, 2000 1
10.2 Business Loan Agreement with Manufacturers and
Traders Trust Company Dated December 22, 1994 3
10.3 Corporate Revolving Term Loan Agreement with
Manufacturers and traders Trust company Dated
August 21, 1995 6
10.4 Amendment to Corporate Revolving Term Loan
Agreement with Manufacturers and Traders Trust
Company dated October 25, 1996 7
10.5 EVA Incentive Plan 4
10.6 Leveraged Stock Option Plan 4
10.7 Purchase agreement dated April 13, 1998, with
Milestone Technologies, Inc. 5
10.8 Amendment dated November 13, 1997, to the
Corporate Revolving and Term Loan Agreement 8
10.9 Amendment dated January 31, 2000, to the Corporate
Revolving and Term Loan Agreement 9
21 Subsidiaries of Registrant 9
23 Consent of KPMG to incorporation of reports
into Forms S-8 No. 33-48497 and No. 333-26007 9
27.1 Financial Data schedule 9
- -----------------
46
<PAGE> 47
(1) Filed as Exhibit to the Registrant's Form 8-K report dated March 22, 2000
and incorporated herein by reference.
(2) Filed as an Exhibit to the Registrant's definitive Proxy Statement in
connection with its Special Meeting of shareholders held on March 6,
2000.
(3) Filed as an Exhibit to the Registrant's Form 10-K Report for the year
ended December 25, 1994 and incorporated herein by reference.
(4) Filed as part of Registrant's definitive Proxy statement in connection
with its annual meeting of shareholders held on May 10, 1997 and
incorporated herein by reference.
(5) Filed as an Exhibit to the Registrant's form 8-K report dated April 24,
1998 and incorporated herein by reference.
(6) Filed as an Exhibit to the Registrant's form 10-K report for the period
ended December 31, 1995 and incorporated herein by reference.
(7) Filed as an Exhibit to the Registrant's form 10-K report for the period
ended December 29, 1996 and incorporated herein by reference.
(8) Filed as an Exhibit to the Registrant's form 10-K report for the period
ended December 28, 1997 and incorporated herein by reference.
(9) Filed as an Exhibit to this report.
</TABLE>
47
<PAGE> 1
EXHIBIT 10.9
Amendment to Corporate Revolving and Term Loan
Agreement with Manufacturers and Traders Trust Company
dated January 31, 2000
AMENDMENT NO. 6
TO
CORPORATE REVOLVING AND TERM LOAN AGREEMENT
Manufacturers and Traders Trust Company (the "Bank") and C. H. Heist
Corp. (the "Borrower") hereby agree as follows:
1. Loan Agreement. The Bank and the Borrower are parties to a
Corporate Revolving and Term Loan Agreement date December 23, 1993, and as
amended (the "Loan Agreement"). The Bank and the Borrower wish to amend the
Loan Agreement as set forth herein.
2. Amendment to Loan Agreement. The Bank and the Borrower hereby
agree that the Loan Agreement is amended as follows:
a. Section 11.dd(i) of the Loan Agreement, as
previously amended, is modified so that the
reference to "August 1, 2000 is deleted and "August
1, 2001" is substituted in its place.
3. Except as expressly modified herein, the Loan Agreement
otherwise remains unchanged and the Borrower hereby ratifies and reaffirms the
Loan Agreement, as amended, and any other documents executed in connection
therewith, and agrees that the Loan Agreement and all documents executed in
connection herewith are in full force and effect and fully enforceable with
their terms and not subject to any offset, claim, counterclaim or defense.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No.
6 to be duly executed by their authorized officers as of the 31st day of
January, 2000.
C.H. HEIST CORP. MANUFACTURERS AND TRADERS
TRUST COMPANY
By: /s/ Mark P. Kashmanian By: /s/ Kevin B. Quinn
--------------------------------- -----------------------------
Mark P. Kashmanian Kevin B. Quinn
Treasurer and Assistant Vice President
Chief Accounting Officer
<PAGE> 1
Exhibit 21
Subsidiaries of the registrant.
<TABLE>
<CAPTION>
Company State of Incorporation DBA's
- ------- ---------------------- -----
<S> <C> <C>
Ablest Service Corp. Delaware Ablest Staffing Services
Ablest Technology Services
ATS
Milestone Technologies, Inc. Arizona Ablest Technology Services
PLP Corp. Alabama
</TABLE>
<PAGE> 1
Exhibit 23
Consent of KPMG LLP to
incorporation of reports in Form S-8
No. 33-48497 and No. 333-26007
Independent Auditors' Consent
The Board of Directors
Ablest Inc. (formerly C.H. Heist Corp.):
We consent to incorporation by reference in the registration statements No.
33-48497 and 333-26007 on Forms S-8 of Ablest Inc. (formerly C.H. Heist Corp.)
of our reports dated February 18, 2000, except as to notes 2 and 14 which are
as of March 13, 2000 and March 6, 2000, respectively, relating to the
consolidated balance sheets of Ablest Inc. (formerly C.H. Heist Corp.) and
subsidiaries as of December 26, 1999 and December 27, 1998 and the related
consolidated statements of operations, stockholders' equity and cash flows for
the years ended December 26, 1999, December 27, 1998 and December 29, 1996, and
related schedule, which reports appear in the December 26, 1999 annual report
on Form 10-K of Ablest Inc. (formerly C.H. Heist Corp.).
KPMG LLP
Buffalo, New York
March 23, 2000
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-26-1999
<PERIOD-START> DEC-28-1998
<PERIOD-END> DEC-26-1999
<CASH> 562
<SECURITIES> 0
<RECEIVABLES> 13,492
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 25,934
<PP&E> 6,366
<DEPRECIATION> 4,153
<TOTAL-ASSETS> 44,009
<CURRENT-LIABILITIES> 8,691
<BONDS> 15,950
0
0
<COMMON> 158
<OTHER-SE> 18,454
<TOTAL-LIABILITY-AND-EQUITY> 44,009
<SALES> 98,094
<TOTAL-REVENUES> 98,094
<CGS> 75,855
<TOTAL-COSTS> 75,855
<OTHER-EXPENSES> 19,873
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 599
<INCOME-PRETAX> (3,888)
<INCOME-TAX> 68
<INCOME-CONTINUING> (3,956)
<DISCONTINUED> (7,829)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (11,785)
<EPS-BASIC> (4.09)
<EPS-DILUTED> (4.09)
</TABLE>
