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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
Amendment No. 1
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report
December 31, 1996
DAVEL COMMUNICATIONS GROUP, INC.
(Exact name of registrant as specified in its charter)
Illinois 0-22610 37-1064777
(State or other (Commission file number) (I.R.S. Employer
jurisdiction of Identification Number)
incorporation)
1429 Massaro Boulevard, Tampa, Florida 33619
(Address of Principal Executive Offices) (Zip Code)
(813)623-3545
(Registrant's telephone number, including area code)
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A. Item 7 of the Company's Current Report on Form 8-K filed on February 18,
1997 is hereby amended to include the following unaudited pro forma financial
statements for the nine months ended September 30, 1996 and the fiscal year
ended December 31, 1995. On December 31, 1996, the Company sold 100% of the
Common Stock of Comtel Computer Corp. and 100% of the Common Stock of California
Comtel Computer, Inc. ("Comtel") to Portland, Oregon-based Skylink
Telecommunications Corp.
The Unaudited Condensed Pro Forma Consolidated Balance Sheets have been
prepared as though the disposition of Comtel occurred on September 30, 1996. The
Pro Forma Combined Results of Operations have been prepared as though the
disposition of Comtel occurred on January 1 of each respective period. These
statements do not purport to be indicative of the results of operations which
actually would have occurred had the disposition of Comtel occurred on such
dates.
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Davel Communications Group, Inc.
Unaudited Condensed Pro Forma Consolidated Balance Sheets
September 30, 1996
<TABLE>
<CAPTION>
Pro Forma
Adjustments
Historical (Note A) Pro Forma
------------- ------------ -----------
<S> <C> <C> <C>
Assets
Current assets
Cash and cash equivalents 3,029,786 2,613,866 (1) 5,643,652
Accounts and notes receivable at net 8,337,922 147,024 (2) 8,484,946
Other current assets 1,643,534 (195,707)(3) 1,447,827
------------ ------------- -----------
Total current assets 13,011,242 2,565,183 15,576,425
Property and equipment at net 26,509,708 (1,654,218)(3) 24,855,490
Other assets:
Goodwill at net 2,179,620 (1,896,721)(3) 282,899
Other assets 445,290 (138,377)(3) 306,913
------------ ------------- -----------
Total other assets 2,624,910 (2,035,098) 589,812
------------ ------------- -----------
Total assets 42,145,860 (1,124,133) 41,021,727
============ ============= ===========
Liabilities
Current liabilities:
Current maturities of long term debt 64,104 -- 64,104
Accounts payable 1,748,001 (1,016,611)(4) 731,390
Accrued expenses 1,401,942 (176,140)(4) 1,225,802
Cash advances on factored receivables 1,090,250 (1,090,250)(4) --
------------ ------------- -----------
Total current liabilities 4,304,297 (2,283,001) 2,021,296
Long term debt, less current maturities 4,550,859 -- 4,550,859
Deferred income taxes 1,638,440 22,250 (4) 1,660,690
Stockholders' equity: 31,652,264 1,136,618 (5) 32,788,882
------------ ------------- ------------
Total liabilities and 42,145,860 (1,124,133) 41,021,727
stockholders' equity
============ ============= ============
</TABLE>
The accompanying notes are an integral part of these statements.
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<PAGE>
Davel Communications Group, Inc.
Unaudited Condensed Pro Forma Consolidated Balance Sheets
September 30, 1996
Note A: The Unaudited Condensed Pro Forma Consolidated Balance Sheets give
effect to the following pro forma adjustments:
(1) Includes the first payment from Skylink Telecommunications Corp. of
$2,703,000 in cash for Comtel's Common Stock and the removal of $89,134 in
Comtel cash from the Company's balance sheet related to the disposition of
Comtel's Common Stock.
(2) Includes recording of a note receivable in the amount of $2,300,000 for the
second payment due from Skylink Telecommunications Corp. for Comtel's
Common Stock, and removal of $2,152,976 in Comtel accounts receivable from
the Company's balance sheet related to the disposition of Comtel's Common
Stock.
(3) Represents the removal of Comtel assets from the Company's balance sheet
related to the disposition of Comtel's Common Stock.
(4) Represents the removal of Comtel liabilities from the Company's balance
sheet related to the disposition of Comtel's Common Stock.
(5) Represents the pro forma gain on the disposition of Comtel's Common Stock
if the disposition had occurred on September 30, 1996.
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Davel Communications Group, Inc.
Unaudited Pro Forma Consolidated Statements of Earnings
For the Nine Months Ended September 30, 1996
<TABLE>
<CAPTION>
Pro Forma
Adjustments
Historical (Note B) Pro Forma
------------ ------------ ------------
<S> <C> <C> <C>
Revenues:
Coin calls 13,302,134 - 13,302,134
Non-coin calls payphones 11,738,271 - 11,738,271
Non-coin calls hospitality 8,271,513 (7,876,533)(1) 394,980
Sale of equipment and repairs 312,961 - 312,961
------------ ---------- ------------
Total revenues 33,624,879 (7,876,533) 25,748,346
Operating costs and expenses:
Telephone charges-payphones 5,316,323 - 5,316,323
Location commissions-payphones 3,352,384 - 3,352,384
Service, maintenance & network 6,100,693 - 6,100,693
payphones
Cost of sales-hospitality 5,992,891 (5,781,881)(2) 211,010
Cost of equipment sold and repairs 278,413 - 278,413
Selling, general, and administrative 5,641,521 (1,065,011)(3) 4,576,510
Depreciation and amortization 2,541,249 (439,728)(4) 2,101,521
------------ ---------- ------------
Total operating costs and expenses 29,223,474 (7,286,620) 21,936,854
------------ ---------- ------------
Operating profit 4,401,405 (589,913) 3,811,492
Interest (expense) (124,216) 38,628 (5) (85,588)
------------ ---------- ------------
Earnings before income taxes 4,277,189 (551,285) 3,725,904
Income taxes 1,430,129 (186,775)(6) 1,243,354
------------ ---------- ------------
Net earnings 2,847,060 (364,510) 2,482,550
============ ========== ============
Earnings per common share 0.63 (0.08) 0.55
Average shares outstanding 4,495,672 4,495,672 4,495,672
============= ========== ============
</TABLE>
The accompanying notes are an integral part of these statements.
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<PAGE>
Davel Communications Group, Inc.
Unaudited Pro Forma Consolidated Statements of Earnings
For the Nine Months Ended September 30, 1996
Note B: The Unaudited Pro Forma Consolidated Statements of Earnings for the Nine
Months Ended September 30, 1996 give effect to the following pro forma
adjustments:
(1) Represents the removal of Comtel revenues for the nine months ended
September 30, 1996.
(2) Represents the removal of Comtel cost of sales for the nine months ended
September 30, 1996.
(3) Represents the removal of Comtel selling, general and administrative
expenses for the nine months ended September 30, 1996.
(4) Represents the removal of Comtel depreciation and amortization expenses for
the nine months ended September 30, 1996.
(5) Represents the removal of Comtel interest expense of $62,781, net of
interest income of $24,153 for the nine months ended September 30, 1996.
(6) Represents the removal of Comtel income tax expense for the nine months
ended September 30, 1996.
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Davel Communications Group, Inc.
Unaudited Pro Forma Consolidated Statements of Earnings
For the Year Ended December 31, 1995
<TABLE>
<CAPTION>
Pro Forma
Adjustments
Historical (Note C) Pro Forma
------------ ------------ -----------
<S> <C> <C> <C>
Revenues:
Coin calls 14,356,466 - 14,356,466
Non-coin calls payphones 15,811,443 - 15,811,443
Non-coin calls hospitality 13,077,954 (12,609,375)(1) 468,579
Sale of equipment and repairs 1,006,393 - 1,006,393
------------ ------------ -----------
Total revenues 44,252,256 (12,609,375) 31,642,881
Operating costs and expenses:
Telephone charges-payphones 6,075,995 - 6,075,995
Location commissions-payphones 3,844,794 - 3,844,794
Service, maintenance & network 6,950,643 - 6,950,643
payphones
Cost of sales-hospitality 9,310,976 (8,957,996)(2) 352,980
Cost of equipment sold and repairs 798,317 - 798,317
Selling, general, and administrative 7,005,368 (1,444,283)(3) 5,561,085
Depreciation and amortization 3,504,930 (1,366,925)(4) 2,138,005
Non-recurring charge 3,082,052 (2,704,098)(5) 377,954
------------ ------------ -----------
Total operating costs and expenses 40,573,075 (14,473,302) 26,099,773
------------ ------------ -----------
Operating profit 3,679,181 1,863,927 5,543,108
Interest (expense) 10,823 66,457 (6) 77,280
------------ ------------ -----------
Earnings before income taxes 3,690,004 1,930,384 5,620,388
Income taxes 2,378,275 (434,059)(7) 1,944,216
------------ ------------ -----------
Net earnings 1,311,729 2,364,443 3,676,172
============ ============ ===========
Earnings per common share 0.29 0.53 0.83
============ ============ ===========
Average shares outstanding 4,455,000 4,455,000 4,455,000
============ ============ ===========
</TABLE>
The accompanying notes are an integral part of these statements.
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Davel Communications Group, Inc.
Unaudited Pro Forma Consolidated Statements of Earnings
For the Year Ended December 31, 1995
Note C: The Unaudited Pro Forma Consolidated Statements of Earnings for the Year
Ended December 31, 1995 give effect to the following pro forma adjustments:
(1) Represents the removal of Comtel revenues for the year ended December 31,
1995.
(2) Represents the removal of Comtel cost of sales for the year ended December
31, 1995.
(3) Represents the removal of Comtel selling, general and administrative
expenses for the year ended December 31, 1995.
(4) Represents the removal of Comtel depreciation and amortization expenses for
the year ended December 31, 1995.
(5) Represents a non-recurring charge due to impairment of intangible and long-
lived Comtel assets under Statement of Financial Accounting Standards No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of." The Company adopted the statement during the
year ended December 31, 1995.
(6) Represents the removal of Comtel interest expense of $100,385, net of
interest income of $33,928 for the year ended December 31, 1995.
(7) Represents the removal of Comtel income tax expense for the year ended
December 31, 1995.
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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 hereunto duly authorized.
DAVEL COMMUNICATIONS GROUP, INC.
Date: March 1, 1997 By: /s/ Michael E. Hayes
--------------------------
Michael E. Hayes
Senior Vice President and
Chief Financial Officer
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