<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1 TO
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
DATE OF REPORT: FEBRUARY 23, 1995
(Date of earliest event reported)
ALC COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE COMMISSION FILE NO. 1-10831 38-2643582
(State of incorporation) (IRS Employer I.D. No.)
30300 TELEGRAPH ROAD, SUITE 350
BINGHAM FARMS, MI 48025
(Address of principal executive offices)
(810) 647-4060
(Registrant's telephone number, including area code)
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(b) Selected Pro Forma Financial Information
The following unaudited pro forma financial information as of and for the
period ended December 31, 1994 is based on the historical consolidated
financial statements of ALC Communications Corporation ("the Company") and of
ConferTech International, Inc. ("ConferTech") and give effect to the
consolidation of the historical financial statements of ConferTech,
in the case of the pro forma balance sheet, as if such transaction had taken
effect on December 31, 1994, and in the case of the pro forma statement of
income, as if such transaction had taken effect on January 1, 1994.
The unaudited pro forma consolidated financial statements should be read in
conjunction with the Company's consolidated financial statements for the year
ended December 31, 1994 included in the Annual Report on Form 10-K for the year
then ended and the related notes included thereto.
The unaudited pro forma consolidated financial statements do not purport to be
indicative of the results that would have actually been obtained had the
transactions occurred on December 31, 1994 or January 1, 1994, as the case may
be, nor is the data intended to be a projection for any future period.
Attached is the following pro forma information of the Company and subsidiaries:
Pro Forma Consolidated Balance Sheet (unaudited) as of December 31, 1994
Pro Forma Consolidated Statement of Income (unaudited) for the year ended
December 31, 1994
Notes to Unaudited Pro Forma Consolidated Financial Statements
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ALC COMMUNICATIONS CORPORATION
Dated: April 28, 1995 By: /s/ Marvin C. Moses
---------------------------------------
Marvin C. Moses, Executive Vice
President, Chief Financial Officer
and Assistant Secretary
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ALC COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET (UNAUDITED)
As of December 31, 1994
<TABLE>
<CAPTION>
Historical
-----------------------------------
ASSETS ALC ConferTech
Communications International, Pro forma
Corporation Inc. adjustments As adjusted
-------------- -------------- ----------- -----------
(In Thousands)
<S> <C> <C> <C> <C>
Current Assets:
Cash and cash equivalents $ 41,412 $ 3,047 $(41,496)(1) $ 2,963
Accounts receivable, less allowance of
$4,602,000 81,214 9,253 (200)(2) 90,267
Inventories 2,994 (474)(2) 2,520
Other current assets 7,121 1,205 2,250 (3) 10,576
-------- ------- -------- --------
Total Current Assets $129,747 $16,499 $(39,920) $106,326
Fixed Assets 59,158 12,461 3,433 (2) 75,052
Deferred income taxes 10,429 10,429
Cost in excess of net assets acquired less
accumulated amortization of $13,723,000 47,267 41,908 (4) 89,175
Intangibles 30,444 30,444
Other assets 7,680 147 7,827
-------- ------- -------- --------
Total Assets $284,725 $29,107 $ 5,421 $319,253
======== ======= ======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 2,018 $ 2,621 $ 4,639
Accrued liabilities 20,864 3,192 $ 2,032 (5) 26,088
Accrued network costs 51,672 51,672
Taxes other than income 13,425 13,425
Deferred income 520 520
Capitilized leases and other long-term debt 232 232
-------- ------- -------- --------
Total Current Liabilities $ 88,211 $ 6,333 $ 2,032 $ 96,576
Long-term Liabilities:
Revolving credit agreement $ 25,000 (1) $ 25,000
Deferred income $ 214 214
Deferred income tax liability 949 949
Capitalized leases and other long-term debt $ 3,048 3,048
Senior Subordinated Notes 79,418 79,418
-------- ------- -------- --------
Total Long-Term Liabilities $ 82,466 $ 1,163 $ 25,000 $108,629
-------- ------- -------- --------
Total Liabilities $170,677 $ 7,496 $ 27,032 $205,205
Stockholders' Equity:
ALC:
Common Stock, par value $0.01;
authorized -- 200,000,000 shares; issued
and outstanding --33,712,000 shares $ 337 $ 337
Capital in excess of par value 140,278 140,278
Paid-in capital--Warrants 11,715 11,715
Accumulated deficit (38,282) (38,282)
ConferTech:
Common stock, par value $0.01;
authorized -- 20,000,000 shares; issued
and outstanding -- 7,591,000 shares $ 76 $ (76)(6)
Capital in excess of par value 15,719 (15,719)(6)
Accumulated earnings 6,048 (6,048)(6)
Translation adjustment (232) 232 (6)
-------- ------- -------- --------
Total Stockholders' Equity $114,048 $21,611 $(21,611) $114,048
-------- ------- -------- --------
Total Liabilities and Stockholders' Equity $284,725 $29,107 $ 5,421 $319,253
======== ======= ======== ========
</TABLE>
See notes to unaudited pro forma consolidated financial statements
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ALC COMMUNICATIONS CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
For the Year ended December 31, 1994
<TABLE>
<CAPTION>
Historical
---------------------------------
ALC ConferTech
Communications International, Pro forma
Corporation Inc. adjustments As adjusted
-------------- -------------- ----------- -----------
<S> <C> <C> <C> <C>
Revenue $567,824 $43,609 $ (375) (7) $611,058
Operating Expenses:
Cost of communication services and
equipment sales $309,516 $21,121 $(1,933) (7) $328,704
Sales, general and administrative 134,296 16,155 (150) (7) 150,301
Depreciation and amortization 17,696 3,628 1,738 (8) 23,062
-------- ------- ------- --------
Total Operating Expenses $461,508 $40,904 $ (345) $502,067
-------- ------- ------- --------
Operating Income $106,316 $ 2,705 $ (30) $108,991
Interest (income) expense 5,412 (183) 4,080 (9) 9,309
-------- ------- ------- --------
Income Before Income Taxes $100,904 $2,888 $(4,110) $ 99,682
Income taxes 36,575 1,253 (1,490) (10) 36,338
-------- ------- ------- --------
Net Income $ 64,329 $1,635 $(2,620) $ 63,344
======== ====== ======= ========
Net income per common and common
equivalent share $ 1.68 $ 1.65
======== ========
Weighted average shares outstanding 38,353 38,353
======== ========
</TABLE>
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ALC COMMUNICATION CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1994
(1) Reflects incurrence of debt and reduction of cash resulting from the
ConferTech transaction.
(2) Reflects adjustment of the basis of the acquired assets to fair market
value.
(3) Reflects the federal income tax receivable resulting from the exercise of
the ConferTech Stock options.
(4) Reflects the cost in excess of ConferTech net assets acquired.
(5) Reflects the professional fees and other acquisition costs incurred in
the ConferTech transaction.
(6) Reflects the elimination of ConferTech equity.
(7) Reflects the elimination of intercompany activity and the reduction in
cost of communication services resulting from the replacement of
outside service providers with Allnet facilities.
(8) Reflects additional amortization expense on the goodwill generated in the
ConferTech transaction and additional depreciation expense on the adjusted
basis of the acquired assets.
(9) Reflects the change in interest (income) expense resulting from funds used
to acquire ConferTech.
(10) Reflects the tax effect of the pro forma adjustments noted above.
