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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
November 22, 1996
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Date of Report (Date of earliest event reported)
Heartland Wireless Communications, Inc.
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(Exact Name of registrant as specified in its charter)
Delaware 0-23695 73-1435149
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
200 Chisholm Place, Suite 200, Plano, Texas 75075
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(Address of Principal Executive Offices) (Zip Code)
(972) 423-9494
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name, Former Address and Former Fiscal Year, if Changed Since Last
Report)
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ITEM 5. OTHER EVENTS
As permitted by General Instruction F to Form 8-K promulgated under
the Securities Exchange Act of 1934, as amended, Heartland Wireless
Communications, Inc., a Delaware corporation (the "Registrant") is filing as an
exhibit to this Current Report on Form 8-K that press release issued by and on
behalf of the Registrant on November 22, 1996, which such press release is
specifically incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Exhibits.
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Exhibit No. Document Description
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99.1 Press release issued by the Registrant on November 22, 1996
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Current Report to be signed on its behalf
by the undersigned hereunto duly authorized.
HEARTLAND WIRELESS COMMUNICATIONS, INC.
Dated: November 22, 1996 By: /s/ David D. Hagey
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David D. Hagey
Vice President and Controller
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EXHIBIT INDEX
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Exhibit No. Document Description
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99.1 Press release issued by the Registrant on November 22, 1996
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FOR IMMEDIATE RELEASE
For further information contact:
Heartland Wireless Communications, Inc.
John R. Bailey
Senior Vice President - Finance
and Chief Financial Officer
(972) 633-4037
HEARTLAND TELLS ANALYSTS LOWER 3RD QUARTER REVENUE PER SUBSCRIBER
NOT DUE TO COMPETITIVE PRESSURES
Dallas, Texas - November 22, 1996 - Heartland Wireless Communications, Inc.
(Nasdaq NMS -- HART) yesterday told analysts in a conference call that lower
revenue per subscriber disclosed in third quarter results announced last week
was not due to competitive pressures, but rather was caused by three unrelated
factors.
First, in the third quarter, the Company reduced the channel offering and
modified its billing procedures for certain customers (known in the industry as
"soft disconnect" customers), resulting in a decrease in average revenue for
these subscribers. The Company currently believes that this component
represented a majority of the decline in revenue per subscriber for the third
quarter. The reduction in revenue was partially offset by a reduction in
programming costs for these subscribers. The Company currently believes a
substantial portion of these subscribers may choose to return to their previous
channel offerings and rates, especially because some of them were disconnected
due to the billing software problem discussed below.
Second, the average percentage of multiple dwelling unit (MDU) subscribers in
Heartland's subscriber base was higher in the third quarter than in the second
quarter. MDU subscribers typically generate lower average monthly revenue per
subscriber than single-family unit subscribers.
Third, certain customers in recently acquired systems and in systems recently
converted to new hardware were not billed during portions of the third quarter
due to a billing software problem. The Company is in the process of correcting
this problem.
Partially offsetting these three factors, new subscribers added in the third
quarter are paying higher average monthly charges than new subscribers added in
previous quarters.
Accordingly, Heartland told analysts, "We believe that the decline in third
quarter revenue per subscriber is of limited relevance in assessing the
Company's growth prospects and that our ability to add subscribers and increase
revenue and cash flow by implementing our rural market strategy remains firmly
intact."
In addition, Heartland announced that it had extended the solicitation of
consents discussed in the Company's Form 10-Q for the quarter ended September
30, 1996 and relating to the proposed issuance of up to $125 million in debt
securities to 5:00 p.m. (New York City time) on November 26, 1996.
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Heartland Wireless Communications, Inc. is America's largest wireless cable
television company. Heartland currently holds wireless cable channel rights in
95 small to mid-size markets located in the central United States, representing
approximately 10.3 million households, approximately 9.2 million of which can
be served by line-of-sight transmissions. Furthermore, Heartland estimates
that within these markets approximately 3.7 million households are currently
unpassed by traditional hard-wire cable systems. At September 30, 1996,
Heartland had 48 markets with systems in operation, providing wireless cable
service to an aggregate of approximately 207,295 subscribers. In addition,
Heartland owns a 21% equity interest in Wireless One, Inc. (Nasdaq NMS--WIRL),
the largest rural wireless cable television operator in the southeastern United
States, and owns a 38% pro forma equity interest in CS Wireless Systems, Inc.,
one of the largest wireless cable television companies in the United States in
terms of subscribers and line-of-sight households.
This release contains forward-looking statements based on current expectations.
Such statements are based on an assessment of a variety of factors,
contingencies and uncertainties deemed relevant by management, including
technological changes, competitive products and services, management issues as
well as those matters discussed specifically elsewhere herein. As a result,
the actual results realized by the Company could differ materially from the
statements made herein. Readers of this release are cautioned not to place
undue reliance on the forward-looking statements made in this release. Please
refer to Management's Discussion and Analysis of Financial Condition and
Results of Operations included in the Company's Form 10-Q for the quarter ended
September 30, 1996.
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