SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A-2
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
Date of earliest event reported: May 6, 1997 (Amending form 8K filed on
October 25, 1996 to report event on October
12, 1996)
Able Telcom Holding Corp.
(Exact name of registrant as specified in charter)
Florida 0-21986 65-0013218
(State or other jurisdiction (Commission (IRS employer
of incorporation) file number) identification no.)
1601 Forum Place, Suite 1110, West Palm Beach, Florida 33401
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (407) 688-0400
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Item 7. Financial Statements and Exhibits.
(a) Financial Statements.
Thefollowing financial statements are filed as part of this Form
8-K/A-2:
Condensed Financial Statements of Georgia Electric Company
(unaudited):
Condensed Balance Sheet as at October 12, 1996 and 1995
Condensed Statements of Income for the nine months ended October 12,
1996 and 1995
Condensed Statements of Cash Flows for the nine months ended October
12, 1996 and 1995
Notes to Condensed Financial Statements
The following financial statements were filed with the Company's
Current Report on Form 8-K/A-1 dated October 12, 1996 as filed with
the Commission on December 20, 1996.
Financial Statements of Georgia Electric Company:
Report of Independent Auditors
Balance Sheet as of December 31, 1995 and 1994
Statements of Income and Retained Earnings for the Years Ended
December 31, 1995 and 1994
Statements of Cash Flows for the years ended December 31, 1995 and
1994
Notes to Financial Statements
Report of Independent Auditors
Balance Sheet as of December 31, 1993
Statements of Income and Retained Earnings for the Year Ended
December 31, 1993
Statements of Cash Flows for the year ended December 31, 1993
Notes to Financial Statements
Report of Independent Auditors
Balance Sheet as of April 30, 1993 and 1992
Statements of Income and Retained Earnings for the Years Ended April
30, 1993 and 1992
Statements of Cash Flows for the years ended April 30, 1993 and 1992
Notes to Financial Statements Supplemental Information
(b) Pro Forma Financial Information.
Pro Forma Financial Information related to the transaction reported
herein filed with the Company's Current Report on Form 8-K/A-1 dated
October 12, 1996 as filed with the Commission on December 20, 1996.
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(c) Exhibits. The following exhibits are incorporated by reference
herein.
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Exhibit No. Description Method of Filing
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10.1 Form of Stock Purchase Agreement among the Filed with the
Registrant, Traffic Management Group, Inc., Company's Current
Georgia Electric Company, Gerry W. Hall and Report on Form 8-K
J. Barry Hall. dated October 12,
1996.
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10.2 Form of Escrow Agreement among the Filed with the
Registrant, Traffic Management Group, Inc., Company's Current
Georgia Electric Company, Gerry W. Hall, J. Report on Form 8-K
Barry Hall and Rock & Leitz, P.C, as Escrow dated October 12,
Agent. 1996.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ABLE TELCOM HOLDING CORP.
By: /s/ William J. Mercurio
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William J. Mercurio
President,Chief Executive Officer
Dated: May 6, 1997
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EXHIBIT INDEX
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Exhibit No. Description Method of Filing
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10.1 Form of Stock Purchase Agreement among the Filed with the
Registrant, Traffic Management Group, Inc., Company's Current
Georgia Electric Company, Gerry W. Hall and Report on Form 8-K
J. Barry Hall. dated October 12,
1996.
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10.2 Form of Escrow Agreement among the Filed with the
Registrant, Traffic Management Group, Inc., Company's Current
Georgia Electric Company, Gerry W. Hall, J. Report on Form 8-K
Barry Hall and Rock & Leitz, P.C, as Escrow dated October 12,
Agent. 1996.
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<PAGE>
GEORGIA ELECTRIC
FINANCIAL STATEMENTS
OCTOBER 12, 1996 AND 1995
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GEORGIA ELECTRIC COMPANY
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Financial Statements
October 12, 1996 and 1995
INDEX
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Page Number
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Condensed Financial Statements (Unaudited)
Condensed Balance Sheets -
October 12, 1996 and 1995 1-2
Condensed Statements of Income -
Nine months ended October 12, 1996 and 1995 3
Condensed Statements of Cash Flows -
Nine months ended October 12, 1996 and 1995 4 4
Notes to Condensed Financial Statements -
October 12, 1996 and 1995 5-6
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GEORGIA ELECTRIC COMPANY
Condensed Balance Sheets
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<CAPTION>
October 12 October 12
1996 1995
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Current Assets:
Cash and cash equivalents $ 1,366,619 $ 323,179
Accounts receivable, net 4,373,914 2,634,915
Inventory 580 793
Prepaid expenses and other 269,594 112,480
Cost and profit in excess of billings on
uncompleted contracts 27,645 1,515,554
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Total current assets 6,038,352 4,586,921
Property and equipment, net 1,658,672 1,272,119
Other assets:
Cash value of life insurance 44,258 198,342
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Total other assets 44,258 198,342
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Total assets $ 7,741,282 $ 6,057,382
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See accompanying notes to unaudited condensed financial statements.
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GEORGIA ELECTRIC COMPANY
Condensed Balance Sheets
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<CAPTION>
October 12 October 12
1996 1995
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Liabilities and stockholders' equity
Current liabilities:
Current portion of long-term debt $ --- $ 50,000
Accounts payable 646,068 1,779,154
Accrued expense 1,449,874 1,162,105
Distributions payable 2,715,895 ---
Billings in excess of costs and profits
on uncompleted contracts 529,445 196,005
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Total current liabilities 5,341,282 3,687,264
Shareholder's equity:
Common stock 45,000 45,000
Additional paid in capital 1,036,640 1,036,640
Retained earnings 1,318,360 1,288,478
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Total shareholder's equity 2,400,000 2,370,118
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Total liabilities and stockholders' $ 7,741,282 $ 6,057,382
equity =========== ============
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See accompanying notes to unaudited condensed financial statements.
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GEORGIA ELECTRIC COMPANY
Condensed Statements of Income
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<CAPTION>
For the nine months ended October 12,
1996 1995
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Revenues $ 23,343,226 $ 14,877,288
Cost of revenues 17,048,981 12,632,264
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Gross profit 6,294,245 2,245,024
Selling expense 171,988 128,802
Administrative expenses 1,560,596 855,287
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Operating income 4,561,660 1,260,935
Other (expense) income:
Interest income 47,535 23,984
Other (expense) income (2,501) 6,264
Gain on sale of assets 17,991 500
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Total other income 63,025 30,748
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Net income 4,624,685 1,291,683
Retained earnings, beginning of period 2,618,672 1,622,460
Distributions (5,924,997) (1,625,665)
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Retained earnings, end of period $ 1,318,360 $ 1,288,478
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</TABLE>
See accompanying notes to unaudited condensed financial statements.
<PAGE>
GEORGIA ELECTRIC COMPANY
Condensed Statements of Cash Flows
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<CAPTION>
For the nine months ended October 12,
1996 1995
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Cash provided from operating activities $ 4,896,772 $ 1,584,949
Cash flows from investing activities:
Increase in cash value of insurance (81,940) ---
Proceeds from the sale of equipment 17,991 500
Purchases of property and equipment (652,533) (589,546)
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Net cash used in investing activities (716,482) (589,046)
Cash Flows from financing activities:
Distributions to shareholders (2,917,322) (1,625,665)
Principal payments on long-term debt (550,000) (450,000)
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Net cash used in financing activities (3,467,322) (2,075,665)
Net increase (decrease) in cash 712,968 (1,079,762)
Cash at beginning of period 653,651 1,402,941
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Cash at end of period $ 1,366,619 $ 323,179
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</TABLE>
See accompanying notes to unaudited condensed financial statements.
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GEORGIA ELECTRIC COMPANY
Notes to Condensed Financial Statements
Basis of Presentation
The accompany unaudited condensed financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
for complete financial statements. In the opinion of management, all adjustments
necessary for a fair presentation of the results for the interim periods
presented have been included. Such adjustments consist of normal recurring
accruals.
These results have been determined on the basis of generally accepted accounting
principles and practices applied consistently with those used in the preparation
of the Company's Financial Statements for the years ended December 31, 1995 and
1994. Operating results for the nine months ended October 12, 1996 and 1995 are
not necessarily indicative of the results that may be expected for the years
then ended.
It is recommended that the accompanying condensed financial statements be read
in conjunction with the financial statements and notes thereto included
elsewhere in this report.
Note 2 - Long Term Debt
Long term debt consists of a note payable to a bank, bearing interest at the
prime rate (8.25% at October 12, 1996). The loan terms required five annual
installments of $200,000 beginning January 1, 1996. During the nine months ended
October 12, 1995 principal payments totaling $450,000 were made to reduce the
balance due at October 12, 1995 to $550,000. During the nine months ended
October 12, 1996 the remaining principal balance was repaid. Based on the
payments made during 1995 and 1996, the debt is included as a current liability
at October 12, 1995
Note 3 - Income Taxes
Effective May 1, 1993, the Company and its shareholders elected under provisions
of the Internal Revenue Code to be an S Corporation. In lieu of corporate
federal income taxes, the shareholders of an S Corporation are taxed on their
proportionate share of the Company's federal taxable income. Therefore, no
provision or liability for federal income taxes has been included in the
financial statements. Effective October 12, 1996, upon the acquisition of all
the Company's outstanding common stock by a wholly owned subsidiary of Able
Telcom, there was a revocation of the S Corporation status, and for periods
after October 12, 1996, the corporation will pay income taxes as a part of its
consolidated group.
Note 4 - Employee Savings and Benefit Plan
The Company has a qualified Section 401K Savings and Benefit Plan for its
employees with one year's service. The Company contributes based on employee
savings. The contributions to the plan for the period January 1 through October
12, 1996 and 1995 were $48,941 and $52,132, respectively.
<PAGE>
GEORGIA ELECTRIC COMPANY
Notes to Condensed Financial Statements (continued)
Note 5 - Distributions Payable
Distributions payable at October 12, 1996 totaling $2,715,895 represents the
undistributed S Corporation earnings due the former owners of the Company as a
result of the acquisition of all of the Company's outstanding common stock by a
wholly owned subsidiary of Able Telcom.
Note 6 - Operating Lease Agreements
The Company leases its office and storage facilities in Albany, Georgia on a
verbal month to month basis from officers of the Company who were the
shareholders of the Company as of October 12, 1996. The monthly rental was
$5,000 at October 12, 1996 and 1995.
