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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 30, 2003
ON-SITE SOURCING, INC.
(Exact name of registrant as specified in charter)
Delaware 0-20947 54-1648470
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
832 North Henry Street
Alexandria, Virginia 22314
(Address of Principal Executive Offices and Zip Code)
(703) 276-1123
(Registrant's telephone Number, including area code)
Not applicable
(Former name or former address, if changed since last report)
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ITEM 2. Acquisition or Disposition of Assets
This Form 8-K/A provides supplementary information regarding the sale
lease-back of On-Site Sourcing Inc.'s Alexandria, Virginia facilities previously
disclosed in a Current Report on Form 8-K filed on January 14, 2004.
The Company and an unaffiliated buyer, Braddock Metro Car LLC, entered into
a Sale Lease-Back Agreement (the "Agreement") under which the buyer paid a total
of $9.9 million for the Company's facilities located at 832 Henry Street in
Alexandria , Virginia. The consideration included the assumption of mortgages on
the property and related costs totaling $6.0 million and $3.9 million of cash.
The 70,000 square foot facilities serve as the Company's principal offices. In
connection with the Agreement, the Company leased the facilities for a term of
26 months. The terms of the Agreement were the result of arms-length
negotiations.
Management of the Company believes that the transaction meets the criteria
to qualify for sale-leaseback accounting under FAS 98, Accounting for Leases,
and assuming the transaction closed on January 1, 2003, then on a pro forma
(unaudited) basis the pretax income statement effect, excluding any one time
gain that may result from the sale, for the fiscal year ended December 31, 2003,
would be an increase of approximately $328,823. The pro forma adjustment would
consist of the following: Depreciation expense and interest expense would
decrease by $134,985 and $593,838, respectively, reflecting disposition of the
property, and repayment of the associated debt on the property, and payment of
the Company's Line of Credit as of January 1, 2003. Rent expense would increase
by $400,000, reflecting the leasing of the facilities for the full fiscal year.
The pro forma (unaudited) adjustments to the Company's September 30, 2003
(unaudited) balance sheet would include the following: Cash would increase by
approximately $1,700,000, property and equipment would decrease by $8,297,323,
liabilities totaling $8,203,509, covering the mortgage payable, line of credit,
and interest rate swap liability, would be eliminated. There would also be
adjustments to deferred tax asset items which have not been quantified. If the
transaction did not meet the criteria to qualify for sale-leaseback treatment,
then the pro forma adjustments would differ.
As previously disclosed, the Company has entered into a merger agreement
with Docuforce LLC, pursuant to which it will be sold and will cease to be a
public reporting company. That transaction is expected to close before the end
of the first quarter of 2004. Accordingly, the Company does not expect to
undertake any further review of the accounting treatment for this sale
lease-back transaction prior to the closing of the merger and termination of its
status as a public reporting company.
The text of the Agreement is attached as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
Exhibit No. Description
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99.1 Sale Lease-Back Agreement dated December 30, 2003
SIGNATURE
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.
ON-SITE SOURCING, INC.
By: /s/ Jason Parikh
____________________________________________
Name: Jason Parikh
Title: Chief Financial Officer and Secretary
Dated: January 30, 2004
Exhibit Index
Exhibit No. Description
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99.1 Sale Lease-Back Agreement dated December 30, 2003