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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Current Report Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 13, 2000
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Ablest Inc.
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(Exact name of registrant as specified in charter)
Delaware 0-7907 65-0978462
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
1901 Ulmerton Road, Suite 300, Clearwater, Florida 33762
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (727) 299-1200
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(Former name or former address, if changed since last report)
Exhibit Index: 2
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Item 2: Acquisition or Disposition of Assets
On March 13, 2000, the Company completed its sale of the C.H. Heist Corp.
industrial maintenance businesses. Onyx Industrial Services, Inc. purchased
substantially all of the Company's U.S. and Canadian industrial operations, as
well as the "C.H. Heist" name. The total sales price, determined through
arms-length negotiations, was $19.7 million in cash and approximately $3.0
million in assumed liabilities. Proceeds from the sale will be used primarily to
pay down long-term debt and provide working capital for continuing staffing
operations.
Item 7: Financial Statements, Pro Forma Information and Exhibits
(b) Pro Forma Financial Information:
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Fourteen Week Period Ended April 2, 2000 and the Year Ended December 26,
1999 (Unaudited)
The following unaudited pro forma condensed consolidated statements of
operations give effect to the Asset Sale and discontinuation of industrial
maintenance operations of Ablest Inc. and subsidiaries assuming the Asset Sale
and discontinuation of industrial maintenance operations was consummated as of
December 28, 1998. The pro forma data reflects an allocation of the purchase
price of $10,000,000 to the sale of the common stock of C. H. Heist, Ltd.,
$10,000,000 to the sale of selective assets of C. H. Heist Corp. and the
assumption of certain liabilities of C. H. Heist Corp.
The following unaudited pro forma condensed consolidated statements of
operations include pro forma adjustments to the audited consolidated statements
of operations contained in the Report on Form 10-K for the year ended December
26, 1999 and to unaudited consolidated statement of operations contained in the
Report on Form 10-Q for the fourteen week period ended April 2, 2000, of a
recurring nature which give effect to the consummation on or prior to the
Closing as if it had occurred on December 28, 1998. The pro forma adjustments
are described in the accompanying notes to the pro forma condensed consolidated
statements of operations and should be read in conjunction with such pro forma
condensed consolidated statements of operations. Such pro forma statements
should also be read in conjunction with Ablest Inc. and subsidiaries
consolidated financial statements and notes set forth in the Report on Form 10-K
for the year ended December 26, 1999 and the Report on Form 10-Q for the
fourteen week period ended April 2, 2000. Nonrecurring charges resulting
directly from the Asset Sale and discontinuation of industrial maintenance
operations are excluded from the pro forma condensed consolidated statements of
operations.
The following pro forma condensed consolidated statements of operations do not
purport to be indicative of the actual results that would have occurred had the
transaction been consummated December 28, 1998 or of the future result of
operations which will be obtained as a result of the consummation of the
transaction.
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ABLEST INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
FOR THE FOURTEEN WEEKS ENDING APRIL 2, 2000 - UNAUDITED
(In thousands, except share data)
Pro Forma
Consolidated Adjustments Pro Forma
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Net service revenues $ 25,893 25,893
Cost of services 20,021 20,021
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Gross profit 5,872 5,872
Selling, general and administrative
expenses 5,663 5,663
Amortization of intangible assets 92 92
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Operating income 117 117
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Other income (expense):
Interest expense, net (106) 106(1) --
Miscellaneous, net 128 128
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Total other income (expense), net 22 106 128
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Earnings before income taxes 139 106 245
Income taxes 64 42(2) 106
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Net earnings $ 75 64 139
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Basic and diluted net earnings per share $ .03 .02 .05
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1. To reflect the reduction of interest expense incurred as a result of the
use of net proceeds to pay off outstanding long-term debt.
2. To reflect the estimated income tax effects of adjustment(1).
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ABLEST INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDING DECEMBER 26, 1999 - UNAUDITED
(In thousands, except share data)
Pro Forma
Consolidated Adjustments Pro Forma
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Net service revenues $ 98,094 98,094
Cost of services 75,885 75,885
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Gross profit 22,209 22,209
Selling, general and administrative
expenses 19,873 19,873
Amortization of intangible assets 724 724
Intangible asset impairment 5,071 5,071
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Operating loss (3,459) (3,459)
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Other income (expense):
Interest expense, net (599) 599(1) --
Miscellaneous, net 170 170
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Total other income (expense), net (429) 599 170
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Loss before income taxes (3,888) 599 (3,289)
Income taxes 68 240(2) 308
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Net loss $ (3,956) 359 (3,597)
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Basic and diluted net loss per share $ (1.37) .12 (1.25)
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1. To reflect the reduction of interest expense incurred as a result of the
use of net proceeds to pay off outstanding long-term debt.
2. To reflect the estimated income tax effects of adjustment(1).
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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.
Dated: May 26, 2000
Ablest Inc.
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(Registrant)
/s/ Mark P. Kashmanian
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Mark P. Kashmanian
Treasurer, Chief Accounting Officer
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