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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A-1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 27, 1999
SKYLYNX COMMUNICATIONS, INC.
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(Exact name of registrant as specified in its charter)
Colorado 0-24687 84-1360029
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(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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(Former name or former address, if changed since last report)
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ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS
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(a) Pro Forma Financial Information
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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:
Pro Forma Consolidated Balance Sheet as of March 31, 1999
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 100% of the shares of capital
stock of CalWeb Internet Services, 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 CalWeb Internet Services, 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 CalWeb Internet Services, 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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CALWEB INTERNET SERVICES, INC.
Unaudited Pro Forma Condensed, Combined Financial Information
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The following unaudited pro forma condensed combined financial statements give
effect to the acquisition by SkyLynx Communications, Inc. of the capital stock
of CalWeb Internet Services, Inc.
The Pro Forma Condensed Combined Balance Sheet gives effect to the acquisition
as if it had occurred on March 31, 1999. The Pro Forma Condensed Combined
Statements of Operations give effect to the acquisition as if it had occurred
at the beginning of the earliest period presented, combining the results of
SkyLynx Communications, Inc. for the three months ended March 31, 1999 and the
year ended December 31, 1998 with those of CalWeb Internet Services, Inc. for
the three months ended March 31, 1999 and the year ended March 31, 1999,
respectively. The results of CalWeb Internet Services, Inc. for the three
months ended March 31, 1999 are included in the Pro Forma Condensed Combined
Statement of Operations for both the year ended December 31, 1998 and the
three months ended March 31, 1999. Revenue was approximately $382,000 and the
net loss was approximately $10,000 for CalWeb Internet Services, Inc. for the
three months ended March 31, 1999.
The pro forma adjustments are based on estimates, available information and
certain assumptions that management deems appropriate. The pro forma
financial data do not purport to represent what our financial position or
results of operations would actually have been if such transactions had
occurred on those dates and are not necessarily representative of our
financial position or results of operations for any future period. The pro
forma financial statements should be read in conjunction with the other
financial statements and notes thereto included with the other financial
statements and notes thereto included elsewhere in this Report and the
Company's other reports filed with the SEC.
The following footnotes should be read in understanding pro forma adjustments
to the unaudited pro forma condensed, consolidated statements.
(a) Adjustment to recognize twelve months amortization expense
($1,302,845) on the customer list and the covenant not to compete
agreements. The customer list and covenant not to compete agreements
are amortized over three years.
(b) Adjustment to revise the weighted average common shares outstanding
and basic loss per share for the 234,483 common shares issued in the
purchase agreement.
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<TABLE>
<CAPTION>
CALWEB INTERNET SERVICES, INC.
PRO FORMA CONDENSED, COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31,1998
SkyLynx CalWeb Pro
forma Pro forma
Communications, Total
Adjustments Combined
Inc.
CalWeb
<S> <C> <C> <C>
<C> <C>
Revenues 7,898 1,636,387 1,644,285
1,644,285
Operating cost
and expenses 5,300,834 1,361,475 6,662,309
1,302,845(a) 7,965,154
Loss from operations (5,292,936) 274,912 (5,018,024)
(1,302,845) (6,320,869)
Interest and other
income (expenses) 18,104 9,959 28,063 -
28,063
---------- ---------- ----------- --------
- ------ -------------
Net Loss (5,274,832) 284,871 (4,989,961)
(1,302,845) (6,292,806)
=========== ========= ============
============== =============
Weighted average
common shares
outstanding 8,946,874 234,483(b)
9,181,357
Basic loss per share (0.59)
(0.69)
</TABLE>
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CALWEB INTERNET SERVICES, INC.
Unaudited Pro Forma Condensed, Combined Financial Information
- -------------------------------------------------------------
The following unaudited pro forma condensed combined financial statements give
effect to the acquisition by SkyLynx Communications, Inc. of the capital stock
of CalWeb Internet Services, 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 $4,300,000 acquisition of CalWeb; $3,908,534
customer list and covenant not to compete, $314,772 cash, $255,722
other assets, $281,872 property and equipment, $309,083 other
liabilities and $151,817 deferred revenue. The consideration paid
in this transaction was $2,600,000 cash and 234,483 shares of common
stock with a fair market value of $1,700,000.
(b) Adjustment to recognize three months amortization expense ($325,711)
on the customer list and the covenant not to compete agreements. The
customer list and covenant not to compete agreements are amortized
over three years.
(c) Adjustment to reflect the $2,600,000 cash required for acquisitions
and the adjustment to equity to fund acquisitions and continuing
operations.
(d) Adjustment to revise the weighted average common shares outstanding
and basic loss per share for the 234,483 common shares issued in the
purchase agreement.
(e) Adjustments to reflect equity balances at March 31, 1999 that were
not acquired by the Company.
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<TABLE>
<CAPTION>
CALWEB INTERNET SERVICES, INC.
PRO FORMA CONDENSED, COMBINED BALANCE SHEET
as of March 31,1999
SkyLynx CalWeb Equity Pro
forma Pro forma Communications, Total
Adjustments Adjustments Combined
Inc. CalWeb
CalWeb
<S> <C> <C> <C> <C>
<C> <C>
Assets
Cash 843,365 314,772 1,158,137
(2,600,000)(a)1,158,137
2,600,000 (c)
Accounts
receivable - 155,994 155,994 -
155,994
Inventory - - - - -
Other current
assets 269,536 99,728 369,264 -
369,264
-------- ---------- ---------- ---
- ---------- -------
Current
assets 1,112,901 570,494 1,683,395 -
- - 1,683,395
---------- --------- ----------- ---
- ---------- ---------
Property and
equipment 1,728,989 281,872 2,010,861 -
2,010,861
Other assets 1,029,307 - 1,029,307
3,908,534 (a) 4,937,841
---------- -------- --------- ---
- --------- ----------
Total assets 3,871,197 852,366 4,723,563 -
3,908,534 8,632,097
========== ========= ==========
=========== ============
Liability and Equity
Accounts
payable 356,057 36,468 392,525 -
392,525
Accrued
expense 184,476 198,346 382,822 -
382,822
Unearned
revenue - 151,817 151,817 -
151,817
Other Current
Liabilities 373,093 49,478 422,571 -
422,571
------- ---------- ---------- ---
- ------ ------------
Current
liabilities 913,626 436,109 1,349,735 - -
1,349,735
-------- ---------- ---------- ---
- ------ -----------
LT debt 25,000 24,791 49,791 - -
49,791
Other LT
Liabilities - - - - -
-
--------- ----------- ----------- ---
- -------- ----------
Total LT
Liabilities 25,000 24,791 49,791 - -
49,791
--------- ------------ ----------- ---
- -------- -----------
Total
Liabilities 938,626 460,900 1,399,526 - -
1,399,526
Preferred
stock 3,978,119 3,978,119
2,600,000 (c) 6,578,119
Common stock 10,889 10,000 20,889 (10,000)(e)
234 (a) 11,123
Paid in
capital 7,786,972 7,786,972 -
1,699,766(a) 9,486,738
Retained
earnings
(deficit) (8,843,409) 381,466 (8,461,943) (381,466)(e) -
(8,843,409)
Total share-
holders
equity 2,932,571 391,466 3,324,037 (391,466)
4,300,000 7,232,571
------------- ------------ --------- ---------- ---
- ------- -----------
Total
liability
and equity 3,871,197 852,366 4,723,563 (391,466)
4,300,000 8,632,097
========== ============= ========== ==========
========== ==========
</TABLE>
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<TABLE>
<CAPTION>
CALWEB INTERNET SERVICES, INC.
PRO FORMA CONDENSED, COMBINED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31,1999
SkyLynx CalWeb Pro
forma Pro forma
Communications, Total
Adjustments Combined
Inc. CalWeb
<S> <C> <C> <C> <C> <C>
Revenues 67,888 381,569 449,457
449,457
Operating cost
and expenses 3,360,606 396,214 3,756,820
325,711(b) 4,082,531
Loss from operations (3,292,718) (14,645) (3,307,363)
(325,711) (3,633,074)
Interest and other
income (expenses) 2,895 4,464 7,359 -
7,359
------------ --------- ------------ --------
- --- -----------
Net Loss (3,289,823) (10,181) (3,300,004)
(325,711) (3,625,715)
Weighted average
common shares
outstanding 10,572,168
234,483(d) 10,806,651
Basic loss per share (0.31)
(0.34)
</TABLE>
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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 29, 1999 By: /s/ Jeffery A. Mathias
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Jeffery A. Mathias, President
