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