SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d)of the Securities and Exchange Act
of 1934
Date of Report (Date of earliest event reported) :JANUARY 6, 1995
SHARED TECHNOLOGIES INC.
========================
DELAWARE 0-17366 87-0424558 .
(State of other (Commission (I.R.S. Employer
jurisdiction of File Number Identification No.)
incorporation)
100 Great Meadow Road, Suite 104
Wethersfield, CT 06109 .
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 258-2400
Total number of sequentially numbered paged in this filing, including
exhibits hereto: 21
Item 2
ACQUISITION OR DISPOSITION OF ASSETS
In October 1993, the Company commenced management of and subsequently
acquired certain assets and assumed certain liabilities of Road and Show
East, Inc. (EAST), a short-term portable cellular telephone service
provider. The purchase price was $750,245, of which $209,245 was paid
in cash by STI. The Company recorded a liability due to its parent for
the cash payment and the balance of $541,000, resulting from the
obligation of STI to issue 108,200 ($5.00 per share) shares of its
common stock to the seller.
In December 1993, the Company completed the acquisition of certain
assets and assumed certain liabilities of Road and Show South, Ltd.
(SOUTH) and Road and Show Pennsylvania, Inc. (Pennsylvania), a short-
term portable cellular telephone service providers. The purchase prices
for South and Pennsylvania were $1,261,611 and $57,000, respectively, of
which $46,111 and $7,000, respectively, were paid in cash by STI. The
Company recorded an aggregate liability of $1,265,000 due to its parent,
which represented the balance of the purchase prices resulting from the
obligations of STI to issue an aggregate of 234,736 shares (at $5.00 and
$3.64 per share, respectively) of its common stock.
Item 7
FINANCIAL STATEMENTS AND EXHIBITS
=================================
(a) Financial statements of business acquired. Page
(i) Audited combined balance sheet of Road and Show 5
South, Ltd. and Affiliates as of November 30, 1993 and
the related audited combined statements of operations,
combined statements of Partners' Capital and combined
statements of cash flows for the period from inception
(March 15, 1992) thru December 31, 1992 and the eleven
months ended November 30, 1993.
(ii) Audited statement of net assets acquired from Road 12
and Show Cellular East, Inc. as of October 1, 1993 and
the related statements of revenues and direct expenses
of Road and Show Cellular East, Inc. for the year ended
December 31, 1992 and the nine months ended September 30,
1993 pursuant to a letter from Mr. Robert Bayless of the
Securities and Exchange Commission dated October 11, 1994.
(b) Pro Forma Financial Information
Unaudited Pro Forma Financial Information for Shared
Technologies Cellular, Inc. and subsidiaries filed as
part of this report:
Unaudited Pro Forma Condensed Combined Statements of 19
Operations for December 31, 1992
Unaudited Pro Forma Condensed Combined Statements of 20
Operations for September 30, 1993
(c) Exhibits
Exhibit No. Description
---------- -------------
10.1 Asset Purchase Agreement by and between
Road and Show Cellular East Inc. and Shared
Technologies Cellular, Inc. Incorporated by
reference from Exhibits 10.8 of the Company's
form 10-K/A Amendment No 1 for December 31, 1993
10.2 Asset Purchase Agreement by and between
Road and Show South, Ltd. acting by Road
and Show South, Inc. and Shared Technologies
Cellular, Inc. Incorporated by reference from
Exhibit 10.9 of the Company's form 10-K/A
Amendment No. 1 for December 31, 1993.
10.3 Letter from Mr. Robert A. Bayless, Chief
Accountant of the Securities and Exchange
Commission dated October 11, 1994 granting
a waiver for the furnishing of complete audited
financial statements of Road and Show Cellular
East, Inc. Incorporated by reference from Exhibit
10.3 of the Company's form 8-K dated January 6,
1995, submitted on January 19, 1995.
INDEPENDENT AUDITORS' REPORT
To the Partners of
Road and Show South, Ltd. and Affiliates
We have audited the accompanying combined balance sheet of Road
and Show South, Ltd. and Affiliates as of November 30, 1993 and
the related combined statements of operations, partners' capital
and cash flows from March 15, 1992 (date of inception) to
December 31, 1992 and for the eleven months ended November 30,
1993. These combined financial statements are the responsibility
of the Company's management. Our responsibility is to express an
opinion on these combined 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 audit to obtain reasonable assurance about whether
the combined financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the combined
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 combined financial statements referred to
above present fairly, in all material respects, the combined
financial position of Road and Show South, Ltd. and Affiliates as
of November 30, 1993, and the results of its operations and its
cash flows from March 15, 1992 (date of inception) to December
31, 1992 and for the eleven months ended November 30, 1993, in
conformity with generally accepted accounting principles.
Roseland, New Jersey
October 7, 1994
ROAD AND SHOW SOUTH, LTD. AND AFFILIATES
COMBINED BALANCE SHEET
NOVEMBER 30, 1993
ASSETS
Current assets
Cash $168,952
Accounts receivable, less
allowance
for doubtful accounts of
$8,246 32,185
Lease receivable 55,619
Prepaid expenses and
other current assets 14,792
-------
Total current $271,548
assets
Telecommunications and
office equipment,
less accumulated 276,893
depreciation of
$176,206
Other assets
Licensing fees, less
accumulated amortization
of $40,417 459,583
Goodwill, less
accumulated amortization
of $4,979 51,921
Deposits 13,545
--------
525,049
--------
LIABILITIES AND PARTNERS' CAPITAL $1,073,490
----------
----------
Current liabilities
Accounts payable and
other current $255,163
liabilities
Note payable, related
party 50,000
Due to affiliate 36,866
-------
Total current $342,029
liabilities
Commitment
Partners' capital 731,461
--------
$1,073,490
----------
ROAD AND SHOW SOUTH, LTD. AND AFFILIATES
COMBINED STATEMENTS OF OPERATIONS
March 15, 1992
(date of inception) Eleven Months
to December 31, Ended November
1992 30, 1993
------------------- --------------
-
Revenues $1,566,370 $2,081,553
Cost of revenues 1,038,721 1,074,405
----------- ----------
Gross margin 527,649 1,007,148
Selling, general and
administrative expenses 1,863,040 1,597,905
------------ ------------
Loss from operations (1,335,391) (590,757)
Interest income (expense), net 32,591 11,018
-------- --------
Net loss $(1,302,800) $(579,739)
-------------- ------------
ROAD AND SHOW SOUTH, LTD. AND AFFILIATES
COMBINED STATEMENTS OF PARTNERS' CAPITAL
Partners' contributions, March 15, 1992 through $2,629,000
December 31, 1992
Net loss (1,302,800)
----------------
Partners' capital, December 31, 1992 1,326,200
Partners' contributions 100,000
Partners' withdrawals (115,000)
Net loss (579,739)
----------------
Partners' capital, November 30, 1993 $731,461
---------
---------
ROAD AND SHOW SOUTH, LTD AND AFFILIATES
COMBINED STATEMENTS OF CASH FLOWS
March 15,
1992 (date Eleven
of Months
inception) Ended
to December November
31, 1992 30, 1993
------------ -----------
- -
Cash flows from operating activities
Net loss $(1,302,800) $(579,739)
Adjustments to reconcile net loss to
net
cash used in operating activities
Depreciation 118,633 150,906
Amortization 21,449 35,935
Provision for doubtful accounts 44,128 89,405
Increase (decrease) in cash
attributable to changes in
assets
and liabilities
Accounts receivable (146,212) (19,506)
Prepaid expenses and other (59,057) 44,265
current
assets
Accounts payable and other 427,318 (172,155)
current -------- -----------
liabilities
Net cash used in operating activities (896,541) (450,889)
--------- ----------
Cash flows from investing activities
Purchases of equipment (809,922)
Proceeds of assets disposed 263,490
Purchases of intangible assets (568,888)
(Purchase) maturity of (150,000) 150,000
certificates
of deposit
Proceeds from (payments for) (37,960) 24,415
deposits
Advance under financing lease (500,000)
obligations
Collections under financing lease 251,892 192,489
obligations -------- -----------
Net cash provided by (used in) investing (1,814,878) 630,394
activities ----------- ----------
Cash flows from financing activities
Proceeds from notes payable 150,000
Advances from affiliate 36,866
Partners' withdrawals (115,000)
-----------
-
Partners' capital contributions 2,629,000
-----------
Net cash provided by (used in) financing 2,779,000 (78,134)
activities ----------- -----------
Net increase in cash 67,581 101,371
Cash, beginning of period 67,581
-----------
-
Cash, end of period $67,581 $168,952
--------- ---------
Supplemental Schedule of Noncash
Financing Activities
Note payable to partner contributed
to capital $100,000
----------
Note 1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Combination
The combined financial statements include the accounts of Road
and Show South, Ltd. and its affiliates, Road and Show North,
Ltd., Road and Show Denver, Ltd. and Road and Show Hawaii, Ltd.
(collectively the Partnership). These partnerships are under
common control and while their statements have been combined, the
financial position, results of operations and cash flows
presented herein, do not represent those of a single legal
entity. All material intercompany accounts and transactions
have been eliminated in combination.
Line of Business
-----------------
The Partnership provides short-term portable cellular telephone
services in certain regions in the United States.
Telecommunications and Office Equipment
---------------------------------------
Telecommunications and office equipment is stated at cost. The
Partnership records depreciation on the straight line method over
the estimated useful lives of the assets as follows:
Telecommunications equipment 3 years
Office equipment 5 years
Intangible Assets
-----------------
Goodwill represents the excess of cost over the net assets of an
acquired business which is amortized over 20 years from the
acquisition date. The Partnership monitors the profitability of
the acquired operation to assess whether any impairment of
recorded goodwill has occurred.
Licensing fees relate to the costs of acquiring a license for
short-term cellular telephone rental operations within certain
regions of the United States. These costs are amortized over 20
years.
Income Taxes
---------------
Each partnership files separate income tax returns. The taxable
income (loss) of each partnership, which may differ from income
(loss) reported under generally accepted accounting principles,
is includable in the tax returns of the individual partners.
Note 2
TELECOMMUNICATIONS AND OFFICE EQUIPMENT
Telecommunications and office equipment consist of the following
at November 30, 1993:
Telecommunications equipment $301,373
Office equipment 151,726
--------
453,099
Accumulated depreciation 176,206
-------
$276,893
--------
Depreciation expense from March 15, 1992 (date of inception) to
December 31, 1992 and for the eleven months ended November 30,
1993 was $118,633 and $150,906, respectively.
Note 3
LEASE RECEIVABLE
Lease financing consists of direct financing leases. Income on
direct financing leases is recognized by a method which provides
a constant periodic rate of return on the outstanding investment
in the lease.
The Partnership leases cellular telephones to a partner under a
lease which expires in February 1994. Interest income for 1992
and 1993 is approximately $30,000 and $15,000, respectively.
Note 4
NOTE PAYABLE, RELATED PARTY
The note payable, to a related party, is due on demand, and bears
interest at 10% per annum. The note was repaid in December 1993.
Note 5
DUE TO AFFILIATE
Amounts due to affiliate are non-interest bearing advances
payable on demand.
Note 6
COMMITMENT
The Partnership leases office facilities in various locations.
The leases expire in various years through May 1997. Future
minimum aggregate annual rental payments as of November 30, 1993
are as follows:
Years ending
November 30,
1994 $84,856
1995 29,710
1996 16,731
1997 8,070
Rent expense from March 15, 1992 (date of inception) to December
31, 1992 and for the eleven months ended November 30, 1993 was
$73,320 and $115,990, respectively.
Note 7
DEPENDENCE UPON KEY RELATIONSHIPS MAJOR CUSTOMERS
Approximately 43% of the Partnership's revenues for the eleven
months ended November 30, 1993 were attributable to cellular
telephone rentals made to customers of a national car rental
company. The Partnership's agreement with the company is
terminable on 90 days notice. The termination of this agreement
would have a material adverse effect on the Partnership.
Note 8
SUBSEQUENT EVENT
On December 1, 1993, the Partnership sold substantially all of
its assets (excluding cash) less liabilities assumed, for
approximately $1,250,000 and ceased operations.
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of
Shared Technologies Cellular, Inc.
We have audited the accompanying statement of net assets acquired from
Road and Show Cellular East, Inc. as of October 1, 1993 and the
related statements of revenues and direct expenses for the year ended
December 31, 1992 and the nine months ended September 30, 1993. These
financial statements are the responsibility of 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 audit
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 net assets acquired from Road
and Show Cellular East, Inc. as of October 1, 1993 and the statements
of revenues and direct expenses for the year ended December 31, 1992
and the nine months ended September 30, 1993, in conformity with
generally accepted accounting principals.
Roseland, New Jersey
October 14, 1994
SHARED TECHNOLOGIES CELLULAR, INC.
STATEMENT OF NET ASSETS ACQUIRED FROM ROAD AND SHOW CELLULAR
EAST, INC.
OCTOBER 1, 1993
Assets acquired:
Telecommunications equipment $122,500
Office equipment 100,000
Goodwill 896,541
----------
$1,119,041
Liabilities assumed:
Note payable 86,250
Capital leases payable 282,546
---------
368,796
Net Assets Acquired 750,245
---------
---------
See accompanying notes to financial statements
SHARED TECHNOLOGIES CELLULAR, INC.
STATEMENTS OF REVENUES AND DIRECT EXPENSES OF
ROAD AND SHOW CELLULAR EAST, INC.
YEAR ENDED DECEMBER 31, 1992 AND NINE MONTHS
ENDED SEPTEMBER 30, 1993
1992 1993
Revenues:
Telephone usage and related revenue $2,595,366 $1,311,855
License sales 902,500
-------- ---------
3,497,866 1,311,855
Cost of revenues:
Telephone usage costs 1,017,997 527,068
Commissions 373,723 180,945
Supplies 36,248 11,594
Depreciation and amortization 150,000 82,302
--------- --------
1,577,968 801,909
Gross Margin 1,919,898 509,946
Selling, general and administrative expenses 1,544,727 661,390
Operating income (loss) 375,171 (151,444)
Interest expense 51,189 22,185
-------- -------
Income (loss) before income taxes $322,982 $(173,629)
--------- ----------
--------- ----------
See accompanying notes to financial statement
<PAGE>
SHARED TECHNOLOGIES CELLULAR, INC.
NOTES TO FINANCIAL STATEMENTS
Note 1
BASIS OF PRESENTATION
On October 1, 1993, Shared Technologies Cellular, Inc. (STC)
commenced management of and subsequently acquired the net assets
and assumed certain liabilities of Road and Show Cellular East,
Inc. (East). Prior to the sale of East to STC, East acquired
certain assets of Road and Show Cellular, Inc. (Cellular).
Cellular's accounting records were maintained together with a
related entity, Road and Show Cars, Inc. The combined statements
of revenues and direct expenses include only the revenues and
direct expenses of Cellular and East for the year ended
December 31, 1992 and the nine months ended September 30, 1993.
The statements of revenues and direct expenses include an
allocation of selling, general, and administrative expenses from
Road and Show Cars, Inc., an affiliated company. Allocations of
these expenses are based on the relevant revenues to total
revenues, which management believes is a reasonable basis of
allocation. The revenues and direct expenses specifically
identified to businesses not acquired were not included in the
statements of revenues and direct expenses.
The operating results of Cellular do not include a provision for
income taxes.
No amortization of goodwill is included in the statements of
revenues and direct expenses since the assets were acquired after
September 30, 1993.
Note 2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Telecommunications and Office Equipment
---------------------------------------
Telecommunications and office equipment is stated at cost. The
Company records depreciation and amortization on the straight
line method over the estimated useful lives of the assets as
follows:
Telecommunications equipment 3 years
Office equipment 3-5 years
Intangible Assets
-----------------
Goodwill represents the excess of costs over the net assets of
acquired businesses which is amortized over 20 years from the
respective acquisition dates. The Company monitors the
profitability of the acquired operations to assess whether any
impairment of recorded goodwill has occurred.
Revenue Recognition
-------------------
Revenues are recognized as services are performed. The Company
invoices certain customers monthly, in advance, for line charges
and defers recognition of these revenues until the service is
provided. Initial license fee revenue is recognized once all
material services or conditions relating to the sale have been
substantially performed.
Note 3
NOTE PAYABLE
The note payable was due to the former owner of East and was non-
interest bearing. The note was repaid in 1994.
Note 4
OBLIGATIONS UNDER CAPITAL LEASES
Obligations under capital leases are as follows:
Office equipment leases due in monthly installments $ 84,334
through December 1996
Telecommunications equipment lease due in monthly 238,250
installments through October 1994 --------
322,584
Less amounts representing interest 40,038
-------
Present value of minimum lease payments $282,546
---------
---------
Future aggregate lease payments are as follows:
Years Ending
September 30,
1994 $267,600
1995 9,738
1996 5,208
SHARED TECHNOLOGIES CELLULAR, INC. AND SUBSIDIARIES
The accompanying unaudited pro forma condensed combined
statements of operations for the twelve months and nine months
reflect the results of operations of Shared Technologies
Cellular, Inc., Road and Show South, Ltd., Road and Show Cellular
East, Inc. and Road and Show Pennsylvania, Inc. for the year
ended December 31, 1992 and the nine months ended September 30,
1993, respectively. The pro forma statements of operations give
effect to the assumption that the purchase acquisition was
consummated at the beginning of the twelve month period and the
nine month period and to the additional assumptions and
adjustments explained below:
(A) Road and Show South, Ltd. commenced operations in March
1992.
(B) Eliminates revenues and cost of revenues associated with the
sale of Road and Show licenses.
(C) Road and Show Pennsylvania, Inc. commenced operations in
March 1993.
SHARED TECHNOLOGIES CELLULAR, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF
OPERATIONS
The accompanying unaudited pro forma condensed combined
statements of operations reflect the results of operations of
Shared Technologies Cellular, Inc. and Subsidiaries, Road and
Show South, Ltd. and Road and Show Cellular East, Inc., for the
year ended December 31, 1992 and the nine months ended September
30, 1993, respectively. The pro forma statements of operations
give effect to the assumption that the purchase acquisition was
consummated at the beginning of the respective periods and to the
additional assumptions and adjustments set forth below:
(A) Road and Show South, Ltd. commenced operations in March 1992
(B) Eliminates revenues associated with the sale of Road and Show
licenses
(C) Eliminates cost of revenues associated with the sale of Road
and Show licenses of $80,000 eliminates the amortization of
license fee associated with Road and Show licenses of $17,500 and
records amortization of goodwill of $94,323.
(D) Eliminates the amortization of license fees associated with
Road and Show licenses of $22,806 and records amortization of
goodwill of $70,742
SHARED TECHNOLOGIES INC. AND SUBSIDIARIES
<PAGE>
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
Year Ended December 31,
1992
---------------------------
-
Road and
Shared Road and Show
Technologies Show South, Cellular,
Inc. Ltd. A East, Inc.
----------- ---------- ----------
Revenues $24,076,964 $1,566,370 $3,497,866
Cost of revenues 14,822,220 1,038,721 1,577,968
----------- ---------- ---------
Gross margin 9,254,744 527,649 1,919,898
Selling, general and
administrative expenses 9,959,366 1,863,040 1,544,727
---------- ---------- ----------
Operating income (loss) (704,622) (1,335,391) 375,171
Interest income (expense) (327,406) 32,591 (51,189)
net ---------- ------- --------
Extraordinary gain (loss) 3,756,327
Net income (loss) 2,724,299 (1,302,800) 323,982
--------- ----------- --------
Preferred stock dividends (334,478)
Net Income (loss) applicable
to common stock $2,389,821 ($1,302,800) $323,982
----------- ------------ ---------
----------- ------------ ---------
Loss per common share $0.59
Weighted average common
shares outstanding 4,062,710
<PAGE>
SHARED TECHNOLOGIES INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
Year Ended December 31,
1992
---------------------------
Pro Forma Pro Forma
Adjustments Combined
Revenues (630,000) B $28,511,200
------------
Cost of revenues 17,438,909
-----------
Gross margin (630,000) 11,072,291
Selling, general and (3,177) C 13,363,956
administrative expenses -------- ----------
Operating income (loss) (626,823) (2,291,665)
Interest income (expense) (346,004)
net ---------- ---------
Extraordinary gain (loss) 3,756,327
Net income (loss) (626,823) 1,118,658
---------- ---------
Preferred stock dividends (334,478)
Net Income (loss) applicable (626,823) $784,180
to common stock --------- --------
--------- --------
Loss per common share $.25
-----
Weighted average common $4,391,910
shares outstanding ----------
<PAGE>
SHARED TECHNOLOGIES INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
Nine Months Ended September 30, 1993
Road and
Shared Road and Show
Technologies Show South, Cellular,
Inc. Ltd. East, Inc.
----------- -------- ----------
Revenues $18,554,017 $1,703,089 $1,311,855
Cost of revenues 10,642,918 879,059 801,909
----------- -------- --------
Gross margin 7,911,099 824,030 509,946
Selling, general and 6,967,362 1,307,377 661,390
administrative expenses ---------- --------- --------
Operating income (loss) 943,737 (483,347) (151,444)
Interest income (expense) (146,483) 9,420 (22,185)
net --------- ------ --------
Extraordinary gain (loss)
Net income (loss) 797,274 (473,927) (173,629)
-------- --------- ---------
Preferred stock dividends (265,614)
Net Income (loss) applicable $531,660 ($473,927) ($173,629)
to common stock --------- ---------- ----------
--------- ---------- ----------
Loss per common share $.10
Weighted average common 5,116,564
shares outstanding
<PAGE>
SHARED TECHNOLOGIES INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
Nine months ended September 30, 1993
------------------------------------
Pro Forma Pro Forma
Adjustments Combined
Revenues $21,568,961
Cost of revenues 12,323,886
----------
Gross margin 9,245,075
Selling, general and 47,936 D 8,984,065
administrative expenses --------- ----------
Operating income (loss) (47,936) 261,010
Interest income (expense) (159,228)
net ---------
Extraordinary gain (loss)
Net income (loss) (47,936) 101,782
--------
Preferred stock dividends (265,614)
---------
Net Income (loss) applicable (47,936) (163,832)
to common stock -------- ----------
-------- ----------
Loss per common share $0.02
------
Weighted average common 5,445,764
shares outstanding ----------
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.
SHARED TECHNOLOGIES INC.
By: /s/ Vincent DiVincenzo
------------------------
Vincent DiVincenzo
Senior Vice President-Finance
and Administration, Treasurer,
Chief Financial Officer
Date: August 16, 1995
