SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-KA
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 25, 1997
Fronteer Financial Holdings, Ltd.
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(Exact name of registrant as specified in its charter)
Colorado 0-17637 45-0411501
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(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification No.)
1700 Lincoln Street, Suite 3200, Denver, CO 80203
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(Address of principal executive offices) (Zip Code)
(303) 860-1700
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(Registrant's telephone number, including area code)
<PAGE>
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired.
Not applicable
(b) Pro forma financial information.
The following unaudited pro forma condensed consolidated financial
statements are filed with this report:
Pro Forma Condensed Consolidated Balance Sheet as of December 31,
1996.
Pro Forma Condensed Consolidated Statements of Operations:
Year ended September 30, 1996
Three months ended December 31, 1996
The Pro Forma Condensed Consolidated Balance Sheet of Fronteer
Financial Holdings, Ltd. (the Company) as of December 31, 1996
reflects the financial position of the Company after giving effect to
the disposition of the assets discussed in Item 2 of the Company's
Current Report on Form 8-K dated February 25, 1997, as originally
filed, and assumes the disposition took place on December 31, 1996.
The Pro Forma Condensed Consolidated Statements of Operations for the
fiscal year ended September 30, 1996 and the three months ended
December 31, 1996 assume that the disposition occurred on October 1,
1995 and are based on the operations of the Company for the year ended
September 30, 1996 and the three months ended December 31, 1996.
The unaudited pro forma condensed consolidated financial statements
have been prepared by the Company based upon assumptions deemed proper
by it. The unaudited pro forma condensed consolidated financial
statements presented herein are shown for illustrative purposes only
and are not necessarily indicative of the future financial position or
future results of operations of the Company or of the financial
position or results of operations of the Company that would have
actually occurred had the transaction been in effect as of the date or
for the periods presented. In addition, it should be noted that the
Company's financial statements will reflect the disposition only from
the closing date of the disposition.
The unaudited pro forma condensed consolidated financial statements
should be read in conjunction with the historical financial statements
and related notes of the Company.
2
<PAGE>
(c) Exhibits.
Exhibit 10.1 Sale and Purchase Agreement by and between McLeod
USA Publishing Company, formerly known as Telecom USA
Publishing Company and Fronteer Financial Holdings, Ltd.,
Classified Directories, Inc., Larry A. Scott, James Greff,
Randall L. Gowin, Edwin Dresster and certain directors,
officers and shareholders of Fronteer. Included as a part of
the Sale and Purchase Agreement are Exhibits D, J and K. The
other Exhibits to the Sale and Purchase Agreement are
described therein and are not being filed because the Company
does not believe such Exhibits are material to an investment
decision. The Company agrees to furnish supplementally to the
Commission upon request any omitted Exhibit. (Incorporated by
reference to Exhibit 10.1 to Registrant's Current Report on
Form 8-K dated February 25, 1997, as originally filed.)
3
<PAGE>
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.
Date: April 25, 1997
FRONTEER FINANCIAL HOLDINGS, LTD.
By: /s/ R. A. Fitzner, Jr.
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R.A. Fitzner, Jr.
Chairman of the Board
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<PAGE>
<TABLE>
<CAPTION>
Fronteer Financial Holdings, Ltd. and Subsidiaries
Pro Forma Condensed Consolidated Balance Sheet
as of December 31, 1996
Pro forma
Historical adjustments(A) Pro forma
---------- ------------- ---------
<S> <C> <C> <C>
Cash and cash equivalents ................... $ 2,680,292 1,550,000 4,230,292
Accounts receivable ......................... 6,592,530 -- 6,592,530
Securities owned, at market value ........... 1,519,047 -- 1,519,047
Other current assets ........................ 1,084,303 -- 1,084,303
---------- ---------- ----------
Total current assets ..................... 11,876,172 1,550,000 13,426,172
Net property, furniture and equipment ....... 2,207,645 -- 2,207,645
Net directory publishing rights and other ... 4,143,501 (3,993,974) 149,527
Other assets ................................ 172,621 708,938 881,559
---------- ---------- ----------
Total assets ............................. 18,399,939 (1,735,036) 16,664,903
========== ========== ==========
Payables and accrued expenses ............... 3,549,261 -- 3,549,261
Current portion of long-term debt ........... 2,372,675 (1,450,000) 922,675
Notes payable to related parties ............ 345,057 -- 345,057
Other current liabilities ................... 831,952 819,000 1,650,952
---------- ---------- ----------
Total current liabilities ................ 7,098,945 (631,000) 6,467,945
Long-term debt, net of current portion ...... 1,775,043 -- 1,775,043
Deferred rent concessions ................... 1,766,790 -- 1,766,790
Deferred income taxes ....................... 914,062 (914,062) --
---------- ---------- ----------
Total liabilities ........................ 11,554,840 (1,545,062) 10,009,778
Minority interest in subsidiary ............. 292,761 -- 292,761
Total stockholders' equity ............... 6,552,338 (189,974) 6,362,364
---------- ---------- ----------
Total liabilities and stockholders' equity 18,399,939 (1,735,036) 16,664,903
========== ========== ==========
</TABLE>
(A) Represents elimination of assets and liabilities related to the six
yellow page directories purchased by McLeod for cash consideration of
$3,000,000. Of the consideration received, $1,450,000 was assumed used
to reduce current portions of long-term debt.
F-1
<PAGE>
<TABLE>
<CAPTION>
Fronteer Financial Holdings, Ltd. and Subsidiaries
Pro Forma Condensed Consolidated Statement of Operations
Year Ended September 30, 1996
Pro forma
Historical adjustments(A) Pro forma
---------- ------------- ---------
<S> <C> <C> <C>
Revenue ................................ $ 28,786,905 6,109,084 22,677,821
Cost of sales and operating expenses:
Cost of sales ....................... 19,147,866 4,513,155 14,634,711
General and administrative .......... 12,118,998 1,421,923 10,697,075
Depreciation and amortization ....... 1,220,142 584,993 635,149
----------- ---------- ----------
32,487,006 6,520,071 25,966,935
----------- ---------- ----------
Operating loss ...................... (3,700,101) (410,987) (3,289,114)
Other income, net ...................... 1,484,845 14,703 1,470,142
----------- ---------- ----------
Loss before minority interest and income
taxes ............................... (2,215,256) (396,284) (1,818,972)
Minority interest in earnings .......... (87,626) -- (87,626)
----------- ---------- ----------
Loss before income taxes ............... (2,302,882) (396,284) (1,906,598)
Income tax expense ..................... (55,799) -- (55,799)
----------- ---------- ----------
Net loss ............................... (2,358,681) (396,284) (1,962,397)
Preferred stock dividends .............. (59,061) -- (59,061)
----------- ---------- ----------
Net loss applicable to common
shareholders ........................ (2,417,742) (396,284) (2,021,458)
=========== ========== ==========
Loss per common share .................. $ (.17) (.15)
=========== ==========
</TABLE>
(A) Represents operating results of the six yellow page directories
purchased by McLeod. Includes adjustment to reduce net interest
expense by approximately $152,000 representing the effects of reducing
current portions of long-term debt with part of the consideration
received.
F-2
<PAGE>
<TABLE>
<CAPTION>
Fronteer Financial Holdings, Ltd. and Subsidiaries
Pro Forma Condensed Consolidated Statement of Operations
Three Months Ended December 31, 1996
Pro forma
Historical Adjustments(A) Pro forma
---------- ------------- ---------
<S> <C> <C> <C>
Revenue ................................ $ 8,427,963 1,585,340 6,842,623
Cost of sales and operating expenses:
Cost of sales ....................... 5,055,800 930,575 4,125,225
General and administrative .......... 3,185,308 412,790 2,772,518
Depreciation and amortization ....... 289,446 132,417 157,029
---------- ---------- ----------
8,530,554 1,475,782 7,054,772
---------- ---------- ----------
Operating loss ...................... (102,591) 109,558 (212,149)
Other income, net ...................... (15,210) 6,291 (21,501)
---------- ---------- ----------
Loss before minority interest and income
taxes ............................... (117,801) 115,849 (233,650)
Minority interest in earnings .......... (48,764) -- (48,764)
---------- ---------- ----------
Loss before income taxes ............... (166,565) 115,849 (282,414)
Income tax expense ..................... (88,960) -- (88,960)
---------- ---------- ----------
Net loss ............................... (255,525) 115,849 (371,374)
========== ========== ==========
Loss per common share .................. $ (.02) -- (.02)
========== ========== ==========
</TABLE>
(A) Represents operating results of the six yellow page directories
purchased by McLeod. Includes adjustment to reduce net interest
expense by approximately $38,000 representing the effects of reducing
current portions of long-term debt with part of the consideration
received.
F-3
<PAGE>
EXHIBIT INDEX
Exhibit Description Page No.
- ------- ----------- -------
10.1 Exhibit 10.1 Sale and Purchase Agreement by and between N/A
McLeod USA Publishing Company, formerly known as Telecom USA
Publishing Company and Fronteer Financial Holdings, Ltd.,
Classified Directories, Inc., Larry A. Scott, James Greff,
Randall L. Gowin, Edwin Dresster and certain directors,
officers and shareholders of Fronteer. Included as a part of
the Sale and Purchase Agreement are Exhibits D, J and K. The
other Exhibits to the Sale and Purchase Agreement are
described therein and are not being filed because the
Company does not believe such Exhibits are material to an
investment decision. The Company agrees to furnish
supplementally to the Commission upon request any omitted
Exhibit. (Incorporated by reference to Exhibit 10.1 to
Registrant's Current Report on Form 8-K dated February 25,
1997, as originally filed.)
