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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
July 1, 1996
Date of Report (Date of earliest event reported)
HEARTLAND WIRELESS COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-23694 73-1435149
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
200 Chisholm Place, Suite 200
Plano, Texas 75075
(Address of Principal Executive Offices) (Zip Code)
(214) 423-9494
(Registrant's Telephone Number, Including Area Code)
903 N. Bowser, Suite 140, Richardson, Texas 75081
(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
(a) Updated Pro Forma Financial Information. Reference is
made to that Current Report on Form 8-K filed by Heartland Wireless
Communications, Inc., a Delaware corporation (the "Registrant"),
with the Securities and Exchange Commission ("Commission") for the
events dated February 23, 1996, as amended by Form 8-K/A filed with
the Commission April 8, 1996 and Form 8-K/A-2 filed with the
Commission April 29, 1996 (the "February 23, 1996 Current Report").
The Registrant hereby updates the pro forma financial information
contained in the February 23, 1996 Current Report relating to the
transactions described therein by filing as Exhibit 99.1 hereto the
following pro forma financial information which are incorporated by
reference herein:
Heartland Wireless Communications, Inc.
Unaudited Pro Forma Condensed
Consolidated Statement of Operations
Three Months Ended March 31, 1996
(b) Change of Address/Telephone Numbers. Effective July 1,
1996, the Registrant moved its principal executive offices from 903
N. Bowser, Suite 140, Richardson, Texas 75081 to 200 Chisholm
Place, Suite 200, Plano, Texas 75075. The Registrant's telephone
number changed to (214) 423-9494 and its facsimile number changed
to (214) 423-0819 at this same time.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Document Description
99.1 Heartland Wireless Communications,
Inc. Unaudited Pro Forma Condensed
Consolidated Statement of Operations
Three Months Ended March 31, 1996
(filed herewith)
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Signatures
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.
Date: July 1, 1996 By: /s/ J. Curtis Henderson
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J. Curtis Henderson
Vice President, General Counsel
and Secretary
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EXHIBIT INDEX
Doc. No. Document Description
99.1 Heartland Wireless Communications, Inc. Unaudited
Pro Forma Condensed Consolidated Statement of
Operations Three Months Ended March 31, 1996
(filed herewith)
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Exhibit 99.1
HEARTLAND WIRELESS COMMUNICATIONS, INC.
PRO FORMA FINANCIAL INFORMATION
The following unaudited pro forma condensed consolidated statement
of operations ("Pro Forma Statement of Operations") presents pro
forma financial information of the Company for the three months
ended March 31, 1996 as if the acquisitions of CableMaxx, Inc.
(CMAX), American Wireless Systems, Inc., Fort Worth Wireless Cable
T.V. Associates, Wireless Cable T.V. Associates #38 and Three Sixty
Corp. (Technivision) (collectively, the "Transactions") and the
Company's contribution of certain net assets to CS Wireless
Systems, Inc. ("CS Wireless"), a newly formed company in which the
Company has an equity interest (the "CS Wireless Transaction"), had
occurred on January 1, 1995.
The Transactions were accounted for using the purchase method of
accounting. With respect to the Transactions, the purchase price
has been allocated on a preliminary basis to the assets and
liabilities acquired based on the estimated fair values of such
assets and liabilities.
The Pro Forma Statement of Operations and accompanying notes should
be read in conjunction with the Company's Pro Forma Statements
appearing in the February 23, 1996 Form 8-K (including amendments
thereto) and the Company's consolidated financial statements
(including notes thereto) appearing in the March 31, 1996 Quarterly
Report on Form 10-Q and 1995 Annual Report on Form 10-K filed with
the Securities and Exchange Commission. The Pro Forma Statement of
Operations does not purport to represent what the Company's results
of operations actually would have been had such transactions
occurred on the date specified, or to project the Company's results
of operations for any future period or date. The pro forma
adjustments are based upon available information and certain
adjustments that management believes are reasonable. In the
opinion of management, all adjustments have been made that are
necessary to present fairly the Pro Forma Statement of Operations.
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<TABLE>
Heartland Wireless Communications, Inc.
Unaudited Pro Forma Condensed
Consolidated Statement of Operations
Three Months ended March 31, 1996
(in thousands)
<CAPTION> Heartland CMAX TechniVision Pro Forma
Historical Historical(a) Historical(b) Adjustments Pro Forma
---------- ------------- ------------- ----------- ---------
<S> <C> <C> <C> <C> <C>
Total revenues $ 9,512 $ 1,627 $ 809 $ - $ 11,948
---------- ------------- ------------- ----------- ---------
Operating expenses:
Systems operations 3,423 692 357 4,472
Selling, general and administrative 5,945 675 409 7,029
Depreciation and amortization 3,554 1,004 218 411(c) 5,474
287(d)
---------- ------------- ------------- ----------- ---------
Total operating expenses 12,922 2,371 984 698 16,975
---------- ------------- ------------- ----------- ---------
Operating loss (3,410) (744) (175) (698) (5,027)
Interest expense (4,692) - (152) (152)(e) (4,996)
Equity in losses of investees (2,401) - - (1,169)(f) (3,570)
Interest income 708 - - 708
---------- ------------- ------------- ----------- ---------
Loss before income taxes (9,795) (744) (327) (2,019) (12,885)
Income tax benefit 1,551 - 3,216(g) 4,767
---------- ------------- ------------- ----------- ---------
Net loss $ (8,244) $ (744) $ (327) $ 1,197 $ (8,118)
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Net loss per share $ (0.54) $ (0.42)
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Weighted average shares outstanding 15,354 4,054(h) 19,408
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See accompanying notes to Pro Forma Statement of Operations.
</TABLE>
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HEARTLAND WIRELESS COMMUNICATIONS, INC.
NOTES TO PRO FORMA STATEMENT OF OPERATIONS
(a) Reflects the historical operating results of the Austin,
Temple/Killeen and Waco wireless cable systems acquired from
CMAX for the period of January 1 through February 22, 1996.
Historical amounts do not include amortization of intangible
assets relating to the markets as such amortization was
recorded by CMAX at the corporate level.
(b) Reflects the historical operating results of the Corpus
Christi wireless cable system acquired from Technivision for
the period of January 1 through February 22, 1996.
(c) Reflects incremental amortization of leased license investment
associated with the Austin, Temple/Killeen, Waco and Corpus
Christi wireless cable systems. Amortization of leased
license investment is calculated beginning with inception of
service in each respective market over an estimated useful
life of 20 years.
(d) Reflects incremental amortization of excess purchase price
over the fair value of net identifiable assets acquired in
connection with the Transactions for the period of January 1
through February 22, 1996.
(e) Reflects the elimination of historical interest expense of
Technivision as the Company did not assume or issue interest
bearing indebtedness in connection with the acquisition of net
assets from Technivision.
(f) Reflects the Company's equity in pro forma losses of CS
Wireless.
(g) Reflects the adjustment to income tax benefit related to the
pro forma adjustments. Income tax benefit reflects the
recognition of deferred tax assets to the extent such assets
can be realized through reversals of existing taxable
temporary differences.
(h) Reflects the incremental weighted average shares outstanding
of the Company assuming the Transactions had occurred on
January 1, 1995.
