<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A-2
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 28, 1999
SKYLYNX COMMUNICATIONS, INC.
-----------------------------
(Exact name of registrant as specified in its charter)
COLORADO 0-24687 84-1360029
- -------------- ------------------------- --------------------
(State or other (Commission file number) (Employer Identi-
incorporation) fication No.)
600 South Cherry Street, Suite 305, Denver, Colorado 80246
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 316-0400
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103 Sarasota Quay, Sarasota, Florida 34236
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(Former name or former address, if changed since last report)
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ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS
- ------------------------------------------
(a) Pro Forma Financial Information
-------------------------------
Pursuant to Item 7(b) and Item 7(a)(4), the Registrant files
herewith the following amended and restated unaudited pro forma consolidated
financial information:
Unaudited Pro Forma Consolidated Balance Sheet as of March 31, 1999
Unaudited Pro Forma Consolidated Statements of Operations for the
three month period ended March 31, 1999 and the year ended December
31, 1998
The unaudited Pro Forma Consolidated Balance Sheet as of March 31, 1999
and unaudited Pro Forma Consolidated Statements of Operations for the year
ended December 31, 1998 and the three month period ended March 31, 1999
(collectively the Pro Forma Consolidated Financial Statements) give effect to
the acquisition by SkyLynx Communications of certain assets of Simply
Internet, Inc.. These transactions were accounted for as a purchase in
accordance with the provisions of Accounting Principles Board Opinion Number
16.
The Pro Forma Consolidated Statements of Operations were prepared
assuming that the acquisition described above was consummated as of the
beginning of each period presented. The Pro Forma Consolidated Balance Sheet
includes the pro forma purchase accounting entries for the acquisition and was
prepared assuming that the transaction was consummated as of March 31, 1999.
The unaudited Pro Forma Consolidated Financial Statements are based upon
historical consolidated and combined financial statements of the Registrant
and Simply Internet, Inc.
The pro forma adjustments and the resulting Pro Forma Consolidated
Financial Statements have been prepared based upon available information and
certain assumptions and estimates deemed appropriate by the Registrant. A
final determination of required purchase accounting adjustments and the
allocation of the purchase price to the assets acquired based upon their
respective fair values has not yet been made for the acquisition.
The Pro Forma Consolidated Balance Sheet and the Pro Forma Consolidated
Statements of Operations are not necessarily indicative of the results of
operations that actually would have been achieved had the acquisition been
consummated as of the dates indicated, or that may be achieved in the future.
Furthermore, the Pro Forma Consolidated Financial Statements do not reflect
changes that may occur as the result of post-combination activities and other
matters.
The Pro Forma Consolidated Financial Statements and notes thereto should
be read in conjunction with the accompanying historical financial statements
and notes thereto of Simply Internet, Inc. and the audited consolidated
financial statements of the Registrant and subsidiaries included in its Annual
Report on Form 10-KSB for the year ended December 31, 1998.
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REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Stockholders of
Simply Internet, Inc.:
We have audited the accompanying balance sheet of Simply Internet, Inc.
(a California corporation) as of December 31, 1998, and the related statements
of operations, stockholders' deficit and cash flows for the years ended
December 31, 1998 and 1997. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Simply Internet, Inc. as of
December 31, 1998, and the results of its operations and its cash flows for
the years ended December 31, 1998 and 1997, in conformity with generally
accepted accounting principles.
Arthur Andersen LLP
Tampa, Florida,
June 18, 1999
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SIMPLY INTERNET
Unaudited Pro Forma Condensed, Combined Financial Information
March 31, 1999
The following unaudited pro forma condensed, combined balance sheet and
pro forma condensed, combined statement of operations give effect to the
acquisition by SkyLynx Communications, Inc. of certain assets of Simply
Internet, Inc.
These unaudited pro forma condensed, combined statements are not
necessarily indicative of results of operations had the acquisitions occurred
at January 1, 1999, nor the results the results to be expected in the future.
The following footnotes should be read in understanding pro forma
adjustments to the unaudited pro forma condensed, consolidated statements.
(a) Adjustment reflects the $2,123,775 asset purchase of Simply
Internet; $2,239,098customer list and covenant not to compete, $4,353 other
assets, $138,194 property and equipment and 257,870 deferred revenue. The
consideration paid in this transaction was $1,911,397 cash, and $212,378
purchase price holdback.
(b) Adjustment to recognize three months amortization expense ($186,592)
on the customer list and the covenant not to compete agreements. The property
was depreciated over three years and customer list and covenant not to compete
agreements over two to three years.
(c) Adjustments to reflect balances at March 31, 1999 that were not
acquired by the Company.
(d) Adjustment to reflect the $2,000,000 cash required for acquisitions
and the adjustment to equity to fund acquisitions and continuing operations.
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PRO FORMA CONDENSED, COMBINED BALANCE SHEET
As of March 31, 1999
<TABLE>
<CAPTION>
(c)
SkyLynx Simply Pro Forma Pro Forma
Communications, Internet, Adjustments Adjustments
Pro Forma
Inc. Inc. Total Simply Simply
Combined
-------------- ----------- ----------- ----------- -----------
----------
<S> <C> <C> <C> <C> <C>
<C>
Assets
- ------
Cash 843,365 19,323 862,688 (19,323) (1,911,397)
(a) 931,968
2,000,000
(d)
Accounts receivable - - - -
- -
Inventory - - - - -
Other current assets 269,536 4,353 273,889 -
273,889
----------- ----------- ----------- ----------- -----------
-----------
Current assets 1,112,901 23,676 1,136,577 (19,323) 88,603
1,205,857
----------- ----------- ----------- ----------- -----------
-----------
Property & equipment 1,728,989 138,194 1,867,183 -
1,867,183
Other assets 1,029,307 - 1,029,307 2,239,098
(a) 3,268,405
----------- ----------- ----------- ----------- -----------
-----------
Total assets 3,871,197 161,870 4,033,067 (19,323) 2,327,701
6,341,445
=========== =========== =========== =========== ===========
===========
Liability and Equity
- --------------------
Accounts payable 356,057 103,127 459,184 (103,127) -
356,057
Accrued expense 184,476 11,490 195,966 (11,490) -
184,476
Unearned revenue - 257,870 257,870 - -
257,870
Other Current
Liabilities 373,093 71,523 444,616 (71,523) -
373,093
----------- ----------- ----------- ----------- -----------
-----------
Current liabilities 913,626 444,010 1,357,636 (186,140) -
1,171,496
----------- ----------- ----------- ----------- -----------
-----------
LT debt 25,000 - 25,000 - -
25,000
Other LT Liabilities - 38,109 38,109 (38,109) 212,378
(a) 212,378
----------- ----------- ----------- ----------- -----------
-----------
Total LT Liabilities 25,000 38,109 63,109 (38,109) 212,378
237,378
----------- ----------- ----------- ----------- -----------
-----------
Total Liabilities 938,626 482,119 1,420,745 (224,249) 212,378
1,408,874
Preferred stock 3,978,119 - 3,978,119 2,000,000
(d) 5,978,119
Common stock 10,889 52,632 63,521 (52,632) -
10,889
Paid in capital 7,786,972 96,117 7,883,089 (96,117) -
7,786,972
Retained earnings
(deficit) (8,843,409) (468,998) (9,312,407) 468,998 -
(8,843,409)
Total shareholders'
equity 2,932,571 (320,249) 2,612,322 320,249 2,000,000
4,932,571
----------- ----------- ----------- ----------- -----------
-----------
Total liability
and equity 3,871,197 161,870 4,033,067 96,000 2,212,378
6,341,445
=========== =========== =========== =========== ===========
===========
</TABLE>
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PRO FORMA CONDENSED, COMBINED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31,1999
<TABLE>
<CAPTION>
SkyLynx Simply Pro Forma
Communications, Internet, Adjustments
Pro Forma
Inc. Inc. Total Simply
Combined
-------------- ----------- ----------- -----------
- ----------
<S> <C> <C> <C> <C>
<C>
Revenues 67,888 315,442 383,330
383,330
Operating cost
and expenses 3,360,606 340,241 3,700,847 186,592
3,887,439
Loss from operations(3,292,718) (24,799) (3,317,517) (186,592)
(3,504,109)
Interest and other
income (expenses) 2,895 (2,693) 202 -
202
----------- ----------- ----------- ----------- -----------
-----------
Net Loss (3,289,823) (27,492) (3,317,315) (186,592)
(3,503,907)
=========== =========== =========== =========== ===========
===========
Weighted average
common shares
outstanding 10,572,168
10,572,168
Basic loss per share (0.31)
(0.33)
</TABLE>
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SIMPLY INTERNET
Unaudited Pro Forma Condensed, Combined Financial Information
December 31, 1998
The following unaudited pro forma condensed, combined statement of
operations gives effect to the acquisition by SkyLynx Communications, Inc. of
certain assets of Simply Internet, Inc.
This unaudited pro forma condensed, combined statement is not necessarily
indicative of results of operations had the acquisitions occurred at January
1, 1998, nor the results to be expected in the future.
The following footnote should be read in understanding pro forma
adjustments to the unaudited pro forma condensed, consolidated statement.
(a) Adjustment to recognize twelve months amortization expense
($731,926) on the customer list and the covenant not to compete agreements.
The property was depreciated over three years and customer list and covenant
not to compete agreements over two to three years.
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<PAGE>
PRO FORMA CONDENSED, COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31,1998
<TABLE>
<CAPTION>
SkyLynx Simply Pro Forma
Communications, Internet, Adjustments
Pro Forma
Inc. Inc. Total Simply
Combined
-------------- ----------- ----------- -----------
- ----------
<S> <C> <C> <C> <C>
<C>
Revenues 7,898 1,353,746 1,361,644
1,361,644
Operating cost
and expenses 5,300,834 1,431,225 6,732,059 731,926 (a)
7,463,985
Loss from operations(5,292,936) (77,479) (5,370,415) (731,926)
(6,102,341)
Interest and other
income (expenses) 18,104 (78,973) (60,869) -
(60,869)
----------- ----------- ----------- ----------- -----------
-----------
Net Loss (5,274,832) (156,452) (5,431,284) (731,926)
(6,163,210)
=========== =========== =========== =========== ===========
===========
Weighted average
common shares
outstanding 8,946,874
8,946,874
Basic loss per share (0.59)
(0.69)
</TABLE>
[/R]
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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.
SKYLYNX COMMUNICATIONS , INC.
Dated: July 21, 1999 By: /s/ Jeffery A. Mathias
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Jeffery A. Mathias, President
