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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
----------------------------------
Washington, D.C. 20549
FORM 8K/ A-1
Current Report
Pursuant to Section 13 or 15(d) the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 20, 1996
(Amending form 8K filed on December 22, 1995 to report event on December 8,
1995)
ABLE TELCOM HOLDING CORP.
(Exact name of registrant as specified in its charter)
FLORIDA 0-21986 65-0013218
------- ------- ----------
(State or other (Commission (IRS Employer
jurisdiction of File No.) identification
incorporation or No.)
organization)
1601 Forum Place
Suite 1110
West Palm Beach, Florida 33401
(Address of principal executive offices)
(407) 688-0400
(Registrant's telephone number, including area code)
This document contains 7 pages.
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ABLE TELCOM HOLDING CORP.
AND SUBSIDIARIES
Item 7. Pro Forma Financial Information
On December 8, 1995, the Registrant, through its wholly-owned subsidiary H.C.
Investments, Inc., completed the acquisition of all of the issued and
outstanding stock of H. C. Connell, Inc. ("Connell"), a Florida corporation,
from H.C. and Lois Connell, for a combination of cash and promissory notes.
The following Pro Forma Combined Balance Sheet of the Registrant has been
prepared by management of the Registrant based upon the balance sheet of the
Registrant as of October 31, 1995 and of Connell as of November 30, 1995. The
Pro Forma Combined Statement of Income was prepared based upon the statement of
income for the Registrant for the 12 months ended October 31, 1995 and, for
Connell, for the twelve months ended June 30, 1995 and five months ended
November 30, 1995, excluding revenues and net income
ro forma statements give effect to the transaction under the purchase method of
accounting and the assumptions and adjustments in the accompanying notes to pro
forma combined financial statements. The Pro Forma Combined Balance Sheet gives
effect to the acquisition as if it had occurred as of October 31, 1995. The Pro
Forma Combined Statement of Income for the year ended October 31, 1995 gives
effect to the acquisition as if it had occurred as of November 1, 1994.
The pro forma adjustments are based upon available information and certain
assumptions that management believes are reasonable. The pro forma combined
financial statements do not purport to represent what the combined companies'
financial position or results of operations would actually have been had the
acquisition occurred on such date or as of the beginning of the period
indicated, or to project the combined companies' financial position or results
of operations for any future period.
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ABLE TELCOM HOLDING CORP.
AND SUBSIDIARIES
Pro Forma Combined Balance Sheets (Unaudited)
_______________________________________________________________________________
Able Telcom
Holding Corp.
and H.C.Connell,
Subsidiaries Inc.
October 31, November 30, Pro Forma
1995 1995 ---------------------------
ASSETS Adjustments Combined
- -------------------------------------------------------------------------------
CURRENT ASSETS:
Cash and equivalents $ 2,952,239 $ 419,351 $(160,331)(A) $ 3,211,259
Investments, net 571,875 - 571,875
Accounts receivable,
net 10,529,124 1,437,543 11,966,667
Inventories 3,535,622 - 3,535,622
Prepaid expenses and
other 831,908 291,778 1,123,686
Deferred income taxes 151,879 64,500 - 216,379
----------- ---------- --------- -----------
Total Current Assets 18,572,647 2,213,172 (160,331) 20,625,488
PROPERTY AND EQUIPMENT,
NET 6,119,608 1,957,195 8,076,803
OTHER ASSETS:
Deferred Income Taxes 331,739 - 331,739
Goodwill and
Contractual rights,
Net 7,203,761 - 7,203,761
Other 254,461 27,226 120,000 (D) 401,687
----------- ---------- -------- -----------
Total other assets 7,789,961 27,226 120,000 7,937,187
----------- ---------- -------- -----------
Total assets $32,482,216 $4,197,593 $(40,331) $36,639,478
=========== ========== ======== ===========
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ABLE TELCOM HOLDING CORP.
AND SUBSIDIARIES
Pro Forma Combined Balance Sheet (Unaudited)
Able Telcom
Holding Corp.
and H.C. Connell
Subsidiaries Inc.
October 31, November 30, Pro Forma
LIABILITIES AND 1995 1995 ---------------------------
SHAREHOLDERS' EQUITY Adjustments Combinded
- -------------------------------------------------------------------------------
CURRENT LIABILITIES:
Current portion of
long-term debt $ 2,222,369 $ 397,020 $ 1,715,074(A) $ 4,334,463
Notes payable to
shareholders/
directors 1,557,976 - 500,000(A) 2,057,976
Lines of credit 3,220,000 152,000 3,372,000
Accounts payable 3,446,123 477,265 120,000(D) 4,043,388
Accrued expenses 728,282 368,306 1,096,588
----------- ---------- ----------- ------------
Total Current
Liabilities 11,174,750 1,394,591 2,335,074 14,904,415
LONG-TERM DEBT,
EXCLUDING CURRENT
PORTION 3,033,000 427,597 - 3,460,597
----------- ---------- ----------- ------------
Total liabilities 14,207,750 1,822,188 2,335,074 18,365,012
Minority interests 807,955 - - 807,955
SHAREHOLDERS' EQUITY:
Common stock, $.001
par value, authorized
25,000,000 shares;
issued and
outstanding
8,193,212 shares
in 1995 and
7,871,771 in 1994 8,193 10,000 (10,000)(A) 8,193
Additional paid-in
capital 12,790,196 43,422 (43,422)(A) 12,790,196
Unrealized loss on
investments, net (53,125) - (53,125)
Retained earnings 4,721,247 2,321,983 (2,321,983)(A) 4,721,247
----------- ---------- ----------- -----------
Total Shareholders'
Equity 17,466,511 2,375,405 (2,375,405) 17,466,511
----------- ---------- ----------- -----------
Total liabilities
and shareholders'
equity $32,482,216 $4,197,593 $ (40,331) $36,639,478
=========== ========== =========== ===========
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ABLE TELCOM HOLDING CORP.
AND SUBSIDIARIES
Pro Forma Combined Statement of Income (Unaudited)
For the twelve months ended:
Able Telcom
Holding Corp.
and H.C. Connell
Subsidiaries Inc.
October 31, November 30, Pro Forma
1995 1995 --------------------------
Adjustments Combined
-------------------------------------------------------
REVENUES $35,407,581 $11,937,712 $47,345,293
COSTS AND EXPENSES:
Costs of revenues
(exclusive of
depreciation and
amortization shown
separately below) 27,719,750 9,420,336 37,140,086
General and
administrative 5,464,338 2,057,907 $ (389,400)(C)
24,000 (E) 7,156,845
Depreciation and
amortization 1,914,064 434,219 2,348,283
Translation/transaction
losses, net 95,798 - 95,798
Loss on sale of
investments 100,379 - 100,379
Interest expense 1,117,932 64,597 178,954 (B) 1,361,483
Interest and other
income (672,598) (52,018) (724,616)
----------- ----------- ----------- -----------
Total Costs and
Expenses 35,739,663 11,925,041 (186,446) 47,478,258
(Loss) Income
Before Income
Taxes and Minority
Interest (332,082) 12,671 186,446 (132,965)
Income tax (benefit)
expense (368,105) 4,308 63,392 (F) (300,405)
----------- ----------- ----------- -----------
Income Before
Minority Interest 36,023 8,363 123,054 167,440
Minority interest (317,189) - - (317,189)
----------- ----------- ----------- -----------
NET (LOSS) INCOME $ (281,166) $ 8,363 $ 123,054 $ (149,749)
=========== =========== =========== ===========
WEIGHTED AVERAGE SHARES
OUTSTANDING:
Primary 8,283,668 8,283,668
=========== ==========
Fully diluted 8,283,668 8,283,668
=========== ==========
(Loss) income per
common share and
common equivalent
share:
Primary $ (.03) - $ .01 $ (.02)
=========== ========== =========== ==========
Fully diluted $ (.03) - $ .01 $ (.02)
=========== ========== =========== ==========
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ABLE TELCOM HOLDING CORP.
AND SUBSIDIARIES
Notes to Pro Forma Combined Financial Statements (Unaudited)
(A) Purchase price for the acquisition of all the Common Stock of Connell was
composed of seller notes totaling $1,715,074, additional borrowings of $500,000
and cash paid of $160,331. The purchase price is subject to adjustment and is
based on the audited book value of Connell at November 30,1995. The
acquisition is accounted for under the purchase method of accounting.
Accordingly, there is no goodwill recorded in connection with the acquisition.
(B) Interest expense on the seller notes totaling $1,715,074 at a blended rate
of 6.3% and on additional borrowings of $500,000 at 9.75%. Interest was
computed as if said debt had been outstanding as of November 1, 1994 through
the applicable due dates (June 30, 1996). Additional interest expense, for the
remaining four month period, is included based upon an assumed refinancing of
the total acquisition debt of $2,215,074 at prime plus 1%.
(C) To reflect the reduction in salaries and benefits paid to the former owners
of Connell during the pro forma period.
(D) Brokerage commission and other acquisition costs totaling $120,000, included
in accounts payable.
(E) To reflect the amortization of the acquisition costs of $120,000 over 60
months, commencing on November 1, 1994.
(F) To reflect the tax effect of the pro forma adjustments using the federal
statutory tax rate of 34%.
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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.
ABLE TELCOM HOLDING CORP.
By: /s/ Daniel L. Osborne
--------------------------
Daniel L. Osborne
Chief Financial and Accounting
Officer, Secretary (Principal
Financial Officer, Principal
Accounting Officer)
Dated: February 20, 1996