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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 8-K/A/One
CURRENT REPORT
Pursuant to Section 10 or 15(d) of the
Securities Exchange Act of 1934
JANUARY 1, 1996
Date of Report (date of earliest event reported)
NETWORK LONG DISTANCE, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 0-23172 72-1122018
(State or Other (Commission (IRS Employer Iden-
Jurisdiction of File Number) tification Number)
Incorporation)
525 FLORIDA STREET
BATON ROUGE, LOUISIANA 70801
(Address of Principal Executive Offices
Including Zip Code)
(504) 343-3125
(Registrant's telephone number,
including area code)
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Item 1. CHANGES IN CONTROL OF REGISTRANT
N/A
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) N/A
(b) PRO FORMA COMBINING BALANCE SHEET
The following unaudited Pro Forma Combining Balance Sheet as
of December 31, 1995, illustrates the effect of the
acquisition of a segment of the customer base of Quantum
Communications, Inc. (Quantum) as of January 1,1996 (the
Acquisition) and the related receivables for cash of $474,225,
the issuance of 51,256 shares of restricted common stock, and
the issuance of a note payable of $339,570 to Quantum. Of the
consideration stated above, 21,500 shares of restricted common
stock and cash of $30,000 are to be held in escrow until a
specified period of time passes while retaining a certain
level of customer base. The Pro Forma Combining Balance
Sheet assumes that the Acquisition occurred on the date the
balance sheet is presented.
The unaudited Pro Forma Combining Balance Sheet is presented
for comparative purposes only and is not intended to be
indicative of actual financial position had the transaction
occurred as of the date indicated above nor does it purport to
indicate the financial position which may be reached in the
future.
PRO FORMA COMBINING BALANCE SHEET
AS OF DECEMBER 31, 1995
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<CAPTION>
Network/Quantum
Network Pro Forma Pro Forma
Historical(1) Adjustments Combined
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<S> <C> <C> <C>
ASSETS
Current assets $ 8,596,858 $ 191,250 (2) $ 8,343,883
(444,225)(3)
Property and equipment, net 2,280,763 2,280,763
Excess of costs over net
tangible assets acquired (4):
Goodwill 5,009,608 381,944 (3) 5,391,552
Other intangibles 5,924,078 506,298 (3) 6,430,376
Other assets 580,547 580,547
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Total assets $22,391,854 $ 635,267 $23,027,121
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LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities $ 6,539,840 $ 339,570 (3) $ 6,879,410
Stockholders' Equity
Series A preferred stock 0 0
Common stock 388 3 (3) 391
Additional paid-in-capital 15,167,538 295,694 (3) 15,463,232
Retained earnings 684,088 684,088
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Total stockholders' equity 15,852,014 295,697 16,147,711
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Total liabilities and
stockholders' equity $22,391,854 $635,267 $23,027,121
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NOTES TO PRO FORMA COMBINING BALANCE SHEET
1. Represents the December 31, 1995, balance sheet of Network
Long Distance, Inc., which includes the assets acquired and
liabilities assumed of Value Tel, Inc., which acquisition
occurred on October 31, 1995.
2. Represents the estimated fair value of the accounts
receivable acquired by Network Long Distance, Inc.
3. Represents the payment of $474,225 in cash, issuance of
51,256 shares of Network's restricted common stock valued
at $509,355 and issuance of a note payable to Quantum for
$339,570. Of the consideration mentioned above, 21,500
shares of the Company's restricted common stock valued at
$213,656 and cash of $30,000 are to be held in escrow
until a specified period of time passes while retaining a
certain level of the customer base. The customer base is
not guaranteed to remain at this level until the end of
the restricted period. As the outcome of this contingency
is not determinable beyond reasonable doubt, the shares
held and cash in escrow have not yet been reflected in the
purchase price.
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4. For purposes of allocating the purchase price among the
intangible costs acquired, Network has tentatively assigned
a value of $506,000 to the customer base acquired based on
initial estimates of discounted cash flow expected to be
derived from the customers acquired. The excess of the
purchase price over the amount attributed to the acquired
customer base is goodwill. It is Network's intention,
subsequent to the acquisition, to more fully evaluate the
acquired assets and, as a result, the allocation of
acquisition costs among the intangible assets acquired may
change.
(c) N/A
Exhibit No. Page Description
- ----------- ---- -----------
1 6 Asset Purchase Agreement between the Registrant
and Quantum Communications, Inc. dated January 1,
1996.*
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* Previously filed.
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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.
NETWORK LONG DISTANCE, INC.
Dated: March 7, 1996 By: /s/ Marc I. Becker
__________________________________
Marc I. Becker,
Executive Vice President
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