-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HgO65lOXoLOu4JS0rhYxUo+VLmn1bYFYGyecE9HpcFp+/KFxZPIiE3GFzqbCtfh8 VjjaOWhxqAPB9a0n4JXflQ== 0000950144-96-003669.txt : 19960625 0000950144-96-003669.hdr.sgml : 19960625 ACCESSION NUMBER: 0000950144-96-003669 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960624 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960624 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: A PLUS NETWORK INC CENTRAL INDEX KEY: 0000908526 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 621225322 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13996 FILM NUMBER: 96584850 BUSINESS ADDRESS: STREET 1: 2416 HILLSBORO RD CITY: NASHVILLE STATE: TN ZIP: 37212 BUSINESS PHONE: 6153854500 FORMER COMPANY: FORMER CONFORMED NAME: A PLUS COMMUNICATIONS INC /TN/ DATE OF NAME CHANGE: 19930820 8-K 1 A+ NETWORK, INC. FORM 8-K 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 24, 1996 (June 5, 1996) ---------------------------- A+ Network, Inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Tennessee 0-22238 62-1225322 - --------------- ---------------- ---------------- (State or Other (Commission File (I.R.S. Employer Jurisdiction of Number) Identification Incorporation) Number) 40 South Palafox Street Pensacola, Florida 32501 ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) (904) 438-1653 ---------------------------------------------------- (Registrant's telephone number, including area code) ------------------------------------------------------------- (Former name or former address, if changed since last report) ================================================================================ Page 1 of ___ pages Exhibit Index located on Page ___ 2 ITEM 5. Other Events. On June 5, 1996, A+ Network, Inc. (the "Company") consummated the acquisition of Page East, Inc. ("Page East"), an affiliate headquartered in Windsor, North Carolina. The Company acquired all of the outstanding stock of Page East for a purchase price of $14,886,000 million, paid by delivery of cash and shares of the Company's common stock. The consideration paid in the transaction was determined through arm's-length negotiations between the management of the Company and the sole shareholder of Page East. The cash portion of the purchase price was provided by cash on hand. The assets acquired by the Company in the transaction were used by Page East to provide paging services, and the Company intends to continue such use of the acquired assets. 2 3 PRO FORMA FINANCIAL INFORMATION The following unaudited pro forma condensed financial information has been prepared to present the effects of the merger (the "Merger") of A+ Communications Inc. and Network Paging Corporation to form A+ Network, Inc. ("A+ Network") and the sale of the $125,000,000, 11 7/8% Senior Subordinated Notes due 2005 (the "Notes"). The accompanying unaudited pro forma condensed statement of operations for the year ended December 31, 1995 combine the historical statements of operations of A+ Network and Network Paging Corporation ("Network") as if the Merger and the sale of the Notes, which actually occurred on October 24, 1995, had occurred on January 1, 1995. The unaudited pro forma condensed statement of operations gives effect to the Merger using the purchase method of accounting, and is based upon the final allocation of the acquisition costs and includes the adjustments described in the notes attached hereto. The unaudited pro forma condensed statement of operations does not purport to represent what the Combined Company's results of operations would have been had the Merger and the sale of the Notes occurred on January 1, 1995 or for any future period or date. The unaudited pro forma condensed financial information should be read in conjunction with A+ Network's historical consolidated financial statements and the consolidated unaudited financial statements of Network and the notes thereto included elsewhere herein. 3 4 A+ NETWORK, INC. PRO FORMA CONDENSED STATEMENT OF OPERATIONS YEAR ENDED DECEMBER 31, 1995 (UNAUDITED)
Historical -------------------- Pro Forma Combined A+ Network Network Adjustments Company ---------- ------- ----------- -------- (in thousands, except per share data) Revenues: Mobile communication services $ 41,948 $24,390 $ - $ 66,338 Equipment sales 4,024 4,321 - 8,345 Telemessaging services 11,360 - - 11,360 -------- ------- ------- -------- Total revenues 57,332 28,711 - 86,043 Cost of equipment sales 7,878 4,066 - 11,944 -------- ------- ------- -------- 49,454 24,645 - 74,099 Costs and expenses: Operating expenses - exclusive of depreciation and amortization 11,584 5,533 (359) D 16,758 Depreciation & amortization 14,835 3,026 (304) A 25,052 7,495 B Selling 10,937 7,401 (38) D 18,300 General & administrative 21,566 12,023 (1,498) D 27,572 147 E (4,666) C Reorganization 669 - (669) H - -------- ------- ------- -------- Total costs and expenses 59,591 27,983 108 87,682 -------- ------- ------- -------- Operating loss (10,137) (3,338) (108) (13,583) Interest expense (4,334) (936) 5,270 F (15,391) (15,391) G Interest income 626 176 - 802 -------- ------- ------- -------- Loss before income taxes and extraordinary item (13,845) (4,098) (10,229) (28,172) Income taxes - (707) 707 I - -------- ------- ------- -------- Loss before extraordinary item (13,845) (4,805) (9,522) (28,172) Extraordinary item (607) - - (607) -------- ------- ------- -------- Net income (loss) $(14,452) $(4,805) $(9,522) $(28,779) ======== ======= ======= ======== Weighted average shares outstanding 10,228 10,228 ======== ======== Loss per share $ (1.41) $ (2.81) ======== ========
4 5 A Adjustment to eliminate amortization expense for intangibles recorded by Network before the Merger. B To record amortization expense related to intangibles for the period from January 1, 1995 to October 24, 1995. C Adjustment to eliminate compensation costs that would not have been incurred had the Merger occurred on January 1, 1995. D Adjustment to eliminate specific operating and nonrecurring expenses that would not have been incurred had the Merger occurred on January 1, 1995. Such savings are specifically identified as follows: Reduction in long distance telephone charges $ 267,000 Redundant paging terminals and related telephone expenses 92,000 Redundant yellow page advertising expense 38,000 Salary costs of personnel not to be retained by the Combined Company based on analysis of Combined Company staffing requirements 1,498,000 ---------- Total $1,895,000 ==========
E Adjustment to provide for changes in compensation of certain executive officers pertaining to employment contracts entered into at the time the Merger closed. F Adjustment to remove interest expense applicable to all existing long-term debt which was repaid with the proceeds from the sale of the Notes. G Reflects interest expense on the Notes at 11 7/8% (plus amortization of debt issuance costs of approximately $4.6 million and discount of $907,500). No adjustment has been made to reflect interest income on the net proceeds from the sale of the Notes. H To give effect to elimination of the non-recurring reorganization expenses incurred by A+ Network, Inc. as a result of the Merger. I Adjustment to reverse the income tax provision applicable to Network, as its taxable income would be offset by A+ Network's net operating losses for income tax purposes had the merger occurred on January 1, 1995. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS 5 6 (c) Exhibits Exhibit Number Description ------- ----------- 2.1 Stock Purchase Agreement, dated November 9, 1995, by and among Florida Network, U.S.A., Inc., Page East, Inc. and C.T. Spruill (Incorporated by reference to Exhibit 10.1(q) filed with the Registrant's Annual Report on Form 10-K for the year ended December 31, 1995)
6 7 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. A+ NETWORK, INC. By: /s/ Randy K. Schultz ------------------------------------ Randy K. Schultz, Vice President and Chief Financial Officer Date: June 24, 1996 7 8 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION OF EXHIBITS - ------- ----------------------- 2.1 Stock Purchase Agreement, dated November 9, 1995, by and among Florida Network, U.S.A., Inc., Page East, Inc. and C.T. Spruill (Incorporated by reference to Exhibit 10.1(q) filed with the Registrant's Annual Report on Form 10-K for the year ended December 31, 1995)
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