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Previous: WRIGHT MANAGED BLUE CHIP SERIES TRUST, 497, 1996-02-01 |
Next: LINDNER INVESTMENTS, 485APOS, 1996-02-01 |
<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report: January 17, 1996
AirTouch Communications, Inc.
Delaware 1-12342 94-3213132
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
One California Street, San Francisco, California 94111
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 658-2000
<PAGE> 2
Item 2. Acquisition or Disposition of Assets.
On January 17, 1996, AirTouch Services ("ATS"), a wholly-owned subsidiary
of AirTouch Communications, Inc. (the "Company"), sold substantially all
of the assets formerly held by AirTouch Teletrac (representing the
Company's vehicle location and fleet tracking services business) to
Teletrac, Inc., a Delaware corporation and an unrelated party ("Teletrac")
for an aggregate purchase price of approximately $2.5 million in cash ($1
million of which is payable no later than one year from January 17, 1996)
and may receive an additional amount representing payment for certain
specified working capital accounts which will be determined based upon an
audit not yet concluded.
Item 7. Financial Statements and Exhibits.
(b) Pro forma financial information.
<PAGE> 3
AIRTOUCH COMMUNICATIONS, INC.
PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following unaudited pro forma condensed financial statements have been
prepared based on the historical financial statements of the Company, adjusted
to give effect to the sale of substantially all the assets of AirTouch Teletrac,
the Company's vehicle location business, on January 17, 1996. These unaudited
pro forma condensed financial statements are not necessarily indicative of the
results of future operations.
The pro forma condensed statements of income data for the year ended December
31, 1994 and for the nine months ended September 30, 1995 have been prepared as
if the transaction described above occurred at the beginning of such periods.
Operating results for AirTouch Teletrac have been removed from consolidated
results in these pro forma condensed statements of income, affecting the
historical consolidated statements of income for the year ended December 31,
1994 and the nine months ended September 30, 1995 as follows: operating revenues
were decreased by $15.3 million and $10.2 million, respectively; operating
income was increased by $25.0 million and $17.0 million, respectively; and net
income was increased by $19.5 million and $13.8 million, respectively.
The pro forma condensed balance sheets as of December 31, 1994 and September 30,
1995 have been presented as if the transaction had been consummated on those
respective dates. The after-tax effect of the sale of AirTouch Teletrac assets
on the consolidated balance sheets was a decrease in net assets of $22.4 million
and $11.9 million as of December 31, 1994 and September 30, 1995, respectively.
<PAGE> 4
AIRTOUCH COMMUNICATIONS, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
SALE OF ASSETS
PRO FORMA ADJUSTMENTS
AS ------------------------
(DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS) REPORTED DR CR PRO FORMA
-------- ------------------------ ---------
<S> <C> <C> <C> <C>
OPERATING REVENUES:
Wireless services and other revenues $1,139.0 $15.3(2) $ $1,123.7
Cellular and paging equipment sales 96.4 96.4
-------- --------
Total Operating Revenues 1,235.4 1,220.1
-------- --------
OPERATING EXPENSES:
Cost of revenues 155.9 6.4(2) 149.5
Cost of cellular and paging equipment sales 99.2 99.2
Selling and customer operations expenses 389.8 2.9(2) 386.9
General, administrative, and other expenses 312.6 25.4(2) 287.2
Depreciation and amortization expenses 205.3 5.6(2) 199.7
-------- --------
Total Operating Expenses 1,162.8 1,122.5
-------- --------
OPERATING INCOME 72.6 97.6
Interest expense (10.3) 0.2(2) (10.1)
Minority interests in net income of consolidated
wireless systems (16.3) (16.3)
Equity in net income (loss) of unconsolidated
wireless systems:
Domestic 125.4 125.4
International (14.7) (14.7)
Interest income 54.7 54.7
Miscellaneous income (expense) (5.0) 0.8(2) (5.8)
-------- --------
INCOME BEFORE INCOME TAXES 206.4 230.8
Income taxes 108.3 4.9(2) 113.2
-------- --------
NET INCOME $ 98.1 $ 117.6
======== ========
NET INCOME PER SHARE $ 0.20(1) $ 0.24(1)
======== ========
Weighted average shares outstanding (in millions) 493.4 493.4
======== ========
</TABLE>
See explanatory Notes to Pro Forma Condensed Consolidated Financial Statements.
<PAGE> 5
AIRTOUCH COMMUNICATIONS, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1994
<TABLE>
<CAPTION>
SALE OF ASSETS
PRO FORMA ADJUSTMENTS
AS -----------------------
(DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS) REPORTED DR CR PRO FORMA
-------- ----------------------- ---------
ASSETS
<S> <C> <C> <C> <C>
Current assets $1,266.3 $ 2.5(3) $ 4.0(3) $
26.1(5) 1,290.9
Property, plant, and equipment 1,560.7 24.8(3) 1,535.9
Less: accumulated depreciation 585.4 10.8(3) 574.6
-------- --------
Net property, plant, and equipment 975.3 961.3
Investments in unconsolidated wireless systems 1,697.9 1,697.9
Intangible assets, net 470.5 16.1(3) 454.4
Deferred charges and other noncurrent assets 78.0 78.0
-------- --------
Total Assets $4,488.0 $4,482.5
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities $ 529.8 2.3(3) 19.3(4) $ 546.8
Long-term debt 120.2 0.1(3) 120.1
Deferred income taxes 209.2 209.2
Deferred credits 39.4 39.4
-------- --------
Total liabilities 898.6 915.5
-------- --------
Minority interests in consolidated wireless systems 129.8 129.8
-------- --------
Preferred stock ($.01 par value; 50,000,000 shares
authorized; no shares issued or outstanding)
Common stock ($.01 par value; 1,100,000 shares
authorized; 493,915,064 shares issued and
493,792,104 shares outstanding) 4.9 4.9
Additional paid-in capital 3,730.4 3,730.4
Accumulated deficit (290.0) 29.2(3) 26.1(5)
19.3(4) (312.4)
Cumulative translation adjustment 11.1 11.1
Other 3.2 3.2
-------- --------
Total stockholders' equity 3,459.6 3,437.2
-------- ----- ----- --------
Total Liabilities and Stockholders' Equity $4,488.0 $90.3 $90.3 $4,482.5
======== ===== ===== ========
</TABLE>
See explanatory Notes to Pro Forma Condensed Consolidated Financial Statements.
<PAGE> 6
AIRTOUCH COMMUNICATIONS, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995
<TABLE>
<CAPTION>
SALE OF ASSETS
PRO FORMA ADJUSTMENTS
AS ---------------------------
(DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS) REPORTED DR CR PRO FORMA
-------- --------------------------- ---------
<S> <C> <C> <C> <C>
OPERATING REVENUES:
Wireless services and other revenues $1,089.6 $10.2(2) $ $1,079.4
Cellular and paging equipment sales 79.9 79.9
-------- --------
Total Operating Revenues 1,169.5 1,159.3
-------- --------
OPERATING EXPENSES:
Cost of revenues 149.4 3.4 (2) 146.0
Cost of cellular and paging equipment sales 92.9 92.9
Selling and customer operations expenses 368.9 4.4 (2) 364.5
General, administrative, and other expenses 284.4 15.5 (2) 268.9
Depreciation and amortization expenses 155.8 3.9 (2) 151.9
-------- --------
Total Operating Expenses 1,051.4 1,024.2
-------- --------
OPERATING INCOME 118.1 135.1
Interest expense (4.4) 0.2 (2) (4.2)
Minority interests in net income of consolidated
wireless systems (26.2) (26.2)
Equity in net income (loss) of unconsolidated
wireless systems:
Domestic 137.0 137.0
International (24.8) (24.8)
Interest income 29.3 29.3
Miscellaneous income (expense) (0.3) 4.5 (2) 4.2
-------- --------
INCOME BEFORE INCOME TAXES 228.7 250.4
Income taxes 108.0 7.9(2) 115.9
-------- --------
NET INCOME $ 120.7 $ 134.5
======== ========
NET INCOME PER SHARE $ 0.24(1) $ 0.27(1)
======== ========
Weighted average shares outstanding (in millions) 494.6 494.6
======== ========
</TABLE>
See explanatory Notes to Pro Forma Condensed Consolidated Financial Statements.
<PAGE> 7
AIRTOUCH COMMUNICATIONS, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 1995
<TABLE>
<CAPTION>
SALE OF ASSETS
PRO FORMA ADJUSTMENTS
AS ----------------------
(DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS) REPORTED DR CR PRO FORMA
-------- ---------------------- ---------
<S> <C> <C> <C> <C>
ASSETS
Current assets $ 544.7 $ 2.5(3) $ 3.4(3) $
19.8(5) 563.6
Property, plant, and equipment 1,954.4 24.7(3) 1,929.7
Less: accumulated depreciation 707.2 13.7(3) 693.5
-------- --------
Net property, plant, and equipment 1,247.2 1,236.2
Investments in unconsolidated wireless systems 2,313.0 2,313.0
Intangible assets, net 498.7 15.4(3) 483.3
Deferred charges and other noncurrent assets 116.9 116.9
-------- --------
Total Assets $4,720.5 $4,713.0
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities $ 462.1 2.8(3) 7.3(4) $ 466.6
Long-term debt 121.9 0.1(3) 121.8
Deferred income taxes 251.1 251.1
Deferred credits 94.9 94.9
-------- --------
Total liabilities 930.0 934.4
-------- --------
Minority interests in consolidated wireless systems 145.2 145.2
-------- --------
Preferred stock ($.01 par value; 50,000,000 shares
authorized; no shares issued or outstanding)
Common stock ($.01 par value; 1,100,000 shares
authorized; 495,330,709 shares issued and
495,207,749 shares outstanding) 5.0 5.0
Additional paid-in capital 3,760.7 3,760.7
Accumulated deficit (169.3) 24.4(3) 19.8(5)
7.3(4) (181.2)
Cumulative translation adjustment 21.3 21.3
Other 27.6 27.6
-------- --------
Total stockholders' equity 3,645.3 3,633.4
-------- ----- ----- --------
Total Liabilities and Stockholders' Equity $4,720.5 $70.6 $70.6 $4,713.0
======== ===== ===== ========
</TABLE>
See explanatory Notes to Pro Forma Condensed Consolidated Financial Statements.
<PAGE> 8
AIRTOUCH COMMUNICATIONS, INC.
EXPLANATORY NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(1) Pro forma net income per share is calculated based on weighted average
shares of 493,350,500 and 494,590,129 for the year ended December 31, 1994
and the nine months ended September 30, 1995, respectively.
(2) Removes AirTouch Teletrac's consolidated loss from continuing operations,
including recorded tax benefits of $4.9 million and $7.9 million, for the
year ended December 31, 1994 and the nine months ended September 30, 1995,
respectively.
(3) Reflects the sale of AirTouch Teletrac's net assets of $31.7 million and
$26.9 million on the assumed sale dates of December 31, 1994 and September
30, 1995, respectively.
(4) Reflects the accrual of various settlements and employee-related costs
resulting from the disposition of AirTouch Teletrac as of the assumed sale
dates of December 31, 1994 and September 30, 1995, respectively.
(5) Reflects the income tax benefit from loss on sale of AirTouch Teletrac
assets, based on a statutory tax rate of 41.1% for the year ended December
31,1994 and the nine months ended September 30, 1994 .
(c) Exhibits.
None.
<PAGE> 9
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
AIRTOUCH COMMUNICATIONS, INC.
By: /s/ Mohan S. Gyani
-------------------------------------
Mohan S. Gyani
Executive Vice President,
Chief Financial Officer
Date: January 31, 1996
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