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Nextlink Communications Inc/DE – ‘8-K/A’ for 2/4/97

As of: Tuesday, 3/18/97 · For: 2/4/97 · Accession #: 912057-97-9231 · File #: 333-04603

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/18/97  Nextlink Communications Inc/DE    8-K/A:7     2/04/97    1:43K                                    Merrill Corp/FA

Amendment to Current Report — Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K/A       Nextlink Form 8-K/A Amend. No. 1                      17     86K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Financial Statements and Exhibits
1	1st Page - Filing Submission
2	Item 7. Financial Statements and Exhibits

8-K/A 1st Page of 17 TOC ↑Top Previous Next ↓Bottom Just 1st
 
      SECURITIES AND EXCHANGE COMMISSION

      WASHINGTON, D.C. 20549

      ______________________________________________

      FORM 8-K/A
     Amendment No. 1

      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 4, 1997

     NEXTLINK Communications, Inc.
     -----------------------------
     (Exact name of registrant as specific in its charter)

      Washington
      ----------
      (State or other jurisdiction of incorporation)

         333-4603                           91-1738221
         --------                           ----------
            (Commission File Number)       (IRS Employer Identification No.)

     155 108th Avenue NE, Bellevue, WA 98004
     ---------------------------------------
      (Address of principal executive offices, including zip code)

      (206) 519-8900
      --------------
      (Registrant's telephone number, including area code)

     NEXTLINK Communications, L.L.C.
     -------------------------------
     (Former name or former address, if changed since last report)

8-K/A 2nd Page of 17 TOC 1st Previous Next ↓Bottom Just 2nd
Item 7. Financial Statements and Exhibits                                       

Item 7 of the Current Report on Form 8-K of the Registrant is hereby    
amended and restated in its entirety as set forth below:                        

(a) Financial Statements of Business Acquired                           

The financial statements of Linkatel Pacific, L.P. required to be filed 
with this Report are filed under this Item, beginning on page F-1 of this       
Report.                                                                         

Independent Auditors' Report                                      F-1           

Balance Sheets at December 31, 1996 and 1995                      F-2           

Statements of Operations for the Years Ended                            
December 31, 1996, 1995 and 1994 and                                
the Cumulative Period From July 21, 1993                            
(Date of Inception) to December 31, 1996                    F-3     

Statements of Partners' Capital for the Years Ended                     
December 31, 1996, 1995 and 1994 and                                
the Cumulative Period From July 21, 1993                            
(Date of Inception) to December 31, 1996                    F-4     

Statements of Cash Flows for the Years Ended                            
December 31, 1996, 1995 and 1994 and                                
the Cumulative Period From July 21, 1993                            
(Date of Inception) to December 31, 1996                    F-5     

Notes to Financial Statements                                 F-6       

(b) Pro Forma Financial Information                                     

The pro forma financial statements of the Registrant reflecting the     
acquisition of Linkatel Pacific, L.P. that are required to be filed with this   
Report are filed under this Item, beginning on page F-10 of this Report.        

Pro Forma Consolidated Statement of Operations for                      
the Year Ended December 31, 1996 (unaudited)                F-11    
Pro Forma Consolidated Statement of Operations for                      
the Year Ended December 31, 1995 (unaudited)                F-12    
Pro Forma Consolidated Balance Sheet at                                 
December 31, 1996 (unaudited)                               F-13    

8-K/A 3rd Page of 17 TOC 1st Previous Next ↓Bottom Just 3rd
(c) Exhibits                                                                    

2.1  Asset Purchase Agreement, dated as of September 30, 1996,          
    between NEXTLINK Communications, L.L.C. and Linkatel Pacific, L.P.
(Incorporated by reference to the Exhibit of the same number  
contained in the Registrant's Current Report on Form 8-K dated
February 4 , 1997 (File No. 333-4603)).                       

8-K/A 4th Page of 17 TOC 1st Previous Next ↓Bottom Just 4th
[LETTERHEAD]

INDEPENDENT AUDITORS' REPORT                                                    

To the Partners of Linkatel Pacific, L.P.:                                      

 We have audited the accompanying balance sheets of Linkatel Pacific, L.P.
(the Partnership), a California limited partnership and a development stage     
entity, as of December 31, 1996 and 1995, and the related statements of         
operations, partners' capital and cash flows for the years ended December 31,   
1996, 1995 and 1994 and the cumulative period from July 21, 1993 (date of       
inception) to December 31, 1996. These financial statements are the             
responsibility of the Partnership. Our responsibility is to express an opinion  
on these financial statements based on our audits.                              

We conducted our audits in accordance with generally accepted auditing  
standards. Those standards require that we plan and perform the audit to obtain 
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting 
the amounts and disclosures in the financial statements. An audit also includes 
assessing the accounting principles used and significant estimates made by      
management, as well as evaluating the overall financial statement presentation. 
We believe that our audits provide a reasonable basis for our opinion.          

 In our opinion, such financial statements present fairly, in all material
respects, the financial position of the Partnership as of December 31, 1996 and 
1995, and the results of its operations and its cash flows for the years ended  
December 31, 1996, 1995 and 1994 and the cumulative period from July 21, 1993   
(date of inception) to December 31, 1996 in conformity with generally accepted  
accounting principles.                                                          

On February 4, 1997, substantially all of the Partnership's assets were 
acquired by and liabilities assumed by an unrelated third party (Note 7),       
including obligations under the long-term loan agreement.                       

/s/ Deloitte & Touche LLP                                                       

[LOGO]                                                      

January 24, 1997, except for Note 7,                                            
as to which the date is                                                       
February 4, 1997                                                              

[LOGO]                                                                      

F-1 

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LINKATEL PACIFIC, L.P.
(A CALIFORNIA LIMITED PARTNERSHIP)
(A DEVELOPMENT STAGE ENTITY)

BALANCE SHEETS

AS OF DECEMBER 31, 1996 AND 1995

                                                        [Enlarge/Download Table]

                                                                                              1996       1995    
                                                                                            ---------  --------- 
                                                                                                                 
                                                                                               (IN THOUSANDS)    


                                          ASSETS                                                                 
                                                                                                                 
CURRENT ASSETS:                                                                                                  
Cash and cash equivalents, including restricted cash of $500 (1996 and 1995) (Note 4)...... $     689  $   3,771 
Accounts receivable........................................................................        22         14 
Other current assets.......................................................................       222         99 
                                                                                            ---------  --------- 
    Total current assets...................................................................       933      3,884 
NETWORK PLANT AND EQUIPMENT (Notes 4 and 5):                                                                     
Plant......................................................................................     9,104      6,908 
Telecommunications equipment...............................................................     2,339      2,061 
Other equipment............................................................................       318        299 
Network-in-progress........................................................................     3,964      2,867 
                                                                                            ---------  --------- 
    Total network plant and equipment......................................................    15,725     12,135 
Less accumulated depreciation and amortization.............................................    (1,559)      (732)
                                                                                            ---------  --------- 
    Network plant and equipment, net.......................................................    14,166     11,403 
OTHER ASSETS:                                                                                                    
Organization costs, net (Note 5)...........................................................       179        293 
Unamortized debt issue costs, net..........................................................       211        266 
Licenses, net..............................................................................        56         85 
Other......................................................................................        81         89 
                                                                                            ---------  --------- 
    Total other assets.....................................................................       527        733 
                                                                                            ---------  --------- 
                                                                                            $  15,626  $  16,020 
                                                                                            ---------  --------- 
                                                                                            ---------  --------- 

                             LIABILITIES AND PARTNERS' CAPITAL                                                   
                                                                                                                 
CURRENT LIABILITIES:                                                                                             
Accounts payable and accrued liabilities (Note 5).......................................... $   1,933  $   1,322 
Note payable to NTFC (Note 4)..............................................................     5,555      5,260 
                                                                                            ---------  --------- 
    Total current liabilities..............................................................     7,488      6,582 
DEFERRED CREDITS AND OTHER LIABILITIES.....................................................       137        141 
ADVANCE FROM NEXTLINK (Note 4).............................................................     1,490            
COMMITMENTS AND CONTINGENCIES (Note 6).....................................................                      
PARTNERS' CAPITAL (Note 5).................................................................     6,511      9,297 
                                                                                            ---------  --------- 
                                                                                            $  15,626  $  16,020 
                                                                                            ---------  --------- 
                                                                                            ---------  --------- 

See independent auditors' report and notes to financial statements. 

F-2 

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LINKATEL PACIFIC, L.P.

(A CALIFORNIA LIMITED PARTNERSHIP)

(A DEVELOPMENT STAGE ENTITY)

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

AND THE CUMULATIVE PERIOD FROM JULY 21, 1993

(DATE OF INCEPTION) TO DECEMBER 31, 1996

                                                        [Enlarge/Download Table]

                                                                                                    CUMULATIVE  
                                                                                                      PERIOD    
                                                                                                  FROM JULY 21, 
                                                                                                  1993 (DATE OF 
                                                                                                  INCEPTION) TO 
                                                                                                   DECEMBER 31, 
                                                                   1996       1995       1994          1996     
                                                                 ---------  ---------  ---------  --------------
                                                                                                                
                                                                                 (IN THOUSANDS)                 
REVENUES--Telecommunications services........................... $     165  $      62  $       3    $      230  
COSTS AND EXPENSES (Notes 5 and 6):                                                                             
Engineering.....................................................       688        409         43         1,176  
Sales and marketing.............................................       175        211        215           601  
General and administrative......................................       856        672        813         2,637  
Depreciation and amortization...................................     1,010        781        287         2,078  
                                                                 ---------  ---------  ---------       -------  
    Total costs and expenses....................................     2,729      2,073      1,358         6,492  
                                                                 ---------  ---------  ---------       -------  
OPERATING LOSS..................................................    (2,564)    (2,011)    (1,355)       (6,262) 
INTEREST (EXPENSE) INCOME, net..................................      (481)       (99)        93          (481) 
                                                                 ---------  ---------  ---------       -------  
NET LOSS........................................................ $  (3,045) $  (2,110) $  (1,262)   $   (6,743) 
                                                                 ---------  ---------  ---------       -------  
                                                                 ---------  ---------  ---------       -------  

See independent auditors' report and notes to financial statements. 

F-3 

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LINKATEL PACIFIC, L.P.
(A CALIFORNIA LIMITED PARTNERSHIP)
(A DEVELOPMENT STAGE ENTITY)
STATEMENTS OF PARTNERS' CAPITAL 
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
AND THE CUMULATIVE PERIOD FROM JULY 21, 1993
(DATE OF INCEPTION) TO DECEMBER 31, 1996

                                                        [Enlarge/Download Table]

                                              LINKATEL               COLONY/LINKATEL               FIBRCOM          
                                        COMMUNICATIONS, INC.          NETWORKS, INC.             INCORPORATED       
                                        (GENERAL AND LIMITED       (GENERAL AND LIMITED      (GENERAL AND LIMITED   
                                              PARTNER)                   PARTNER)                  PARTNER)         
                                     --------------------------  ------------------------  ------------------------ 
                                      PARTNERSHIP                 PARTNERSHIP               PARTNERSHIP             
                                         UNITS        AMOUNT         UNITS       AMOUNT        UNITS       AMOUNT   
                                     -------------  -----------  -------------  ---------  -------------  --------- 
                                                                                                                    
                                                                     (IN THOUSANDS)                                 
BALANCE, July 21, 1993 (date of                                                                                     
  inception)........................      --         $  --            --        $  --           --        $  --     
PARTNERS' CAPITAL CONTRIBUTIONS:                                                                                    
Cash (Note 1).......................           5             5             1            1            1            1 
Property, organization costs,                                                                                       
  research and development, and                                                                                     
  expense reimbursement (Note 1)....       1,500           238           500          435          500          435 
NOTE RECEIVABLE (Note 5)............                      (159)                                                     
NET LOSS............................                      (196)                       (65)                      (65)
                                          ------    -----------       ------    ---------       ------    --------- 
BALANCE, December 31, 1993..........       1,505          (112)          501          371          501          371 
PARTNERS' CAPITAL CONTRIBUTIONS:                                                                                    
Cash (Note 1).......................                                   3,505        3,505        3,505        3,505 
Notes payable converted to capital                                                                                  
  (Note 1)..........................                                     500          500          500          500 
INTEREST ON NOTE RECEIVABLE (Note                                                                                   
  5)................................                       (11)                                                     
NET LOSS............................                      (202)                      (530)                     (530)
                                          ------    -----------       ------    ---------       ------    --------- 
BALANCE, December 31, 1994..........       1,505          (325)        4,506        3,846        4,506        3,846 
PARTNERS' CAPITAL CONTRIBUTIONS--                                                                                   
Cash................................      --            --             2,025        2,025        2,025        2,025 
INTEREST ON NOTE RECEIVABLE (Note                                                                                   
  5)................................                       (10)                                                     
NET LOSS............................                      (240)                      (935)                     (935)
                                          ------    -----------       ------    ---------       ------    --------- 
BALANCE, December 31, 1995..........       1,505          (575)        6,531        4,936        6,531        4,936 
PARTNERS' CAPITAL CONTRIBUTIONS--                                                                                   
Cash................................                                     135          135          135          135 
INTEREST ON NOTE RECEIVABLE (Note                                                                                   
  5)................................                       (11)                                                     
NET LOSS............................                      (313)                    (1,366)                   (1,366)
                                          ------    -----------       ------    ---------       ------    --------- 
BALANCE, December 31, 1996..........       1,505     $    (899)        6,666    $   3,705        6,666    $   3,705 
                                          ------    -----------       ------    ---------       ------    --------- 
                                          ------    -----------       ------    ---------       ------    --------- 



                                             TOTAL                                                                  
                                     ---------------------                                                          
                                     PARTNERSHIP                                                                    
                                       UNITS      AMOUNT                                                            
                                     ----------  ---------                                                          
                                                                                                                    

BALANCE, July 21, 1993 (date of                                                                                     
  inception)........................    --       $  --                                                              
PARTNERS' CAPITAL CONTRIBUTIONS:                                                                                    
Cash (Note 1).......................         7           7                                                          
Property, organization costs,                                                                                       
  research and development, and                                                                                     
  expense reimbursement (Note 1)....     2,500       1,108                                                          
NOTE RECEIVABLE (Note 5)............                  (159)                                                         
NET LOSS............................                  (326)                                                         
                                     ----------  ---------                                                          
BALANCE, December 31, 1993..........     2,507         630                                                          
PARTNERS' CAPITAL CONTRIBUTIONS:                                                                                    
Cash (Note 1).......................     7,010       7,010                                                          
Notes payable converted to capital                                                                                  
  (Note 1)..........................     1,000       1,000                                                          
INTEREST ON NOTE RECEIVABLE (Note                                                                                   
  5)................................                   (11)                                                         
NET LOSS............................                (1,262)                                                         
                                     ----------  ---------                                                          
BALANCE, December 31, 1994..........    10,517       7,367                                                          
PARTNERS' CAPITAL CONTRIBUTIONS--                                                                                   
Cash................................     4,050       4,050                                                          
INTEREST ON NOTE RECEIVABLE (Note                                                                                   
  5)................................                   (10)                                                         
NET LOSS............................                (2,110)                                                         
                                     ----------  ---------                                                          
BALANCE, December 31, 1995..........    14,567       9,297                                                          
PARTNERS' CAPITAL CONTRIBUTIONS--                                                                                   
Cash................................       270         270                                                          
INTEREST ON NOTE RECEIVABLE (Note                                                                                   
  5)................................                   (11)                                                         
NET LOSS............................                (3,045)                                                         
                                     ----------  ---------                                                          
BALANCE, December 31, 1996..........    14,837   $   6,511                                                          
                                     ----------  ---------                                                          
                                     ----------  ---------                                                          

See independent auditors' report and notes to financial statements. 

F-4 

8-K/A 8th Page of 17 TOC 1st Previous Next ↓Bottom Just 8th
LINKATEL PACIFIC, L.P.
(A CALIFORNIA LIMITED PARTNERSHIP)
(A DEVELOPMENT STAGE ENTITY)

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

AND THE CUMULATIVE PERIOD FROM JULY 21, 1993

(DATE OF INCEPTION) TO DECEMBER 31, 1996

                                                        [Enlarge/Download Table]

                                                                                                                    CUMULATIVE  
                                                                                                                      PERIOD    
                                                                                                                  FROM JULY 21, 
                                                                                                                  1993 (DATE OF 
                                                                                                                  INCEPTION) TO 
                                                                                                                   DECEMBER 31, 
                                                                                   1996       1995       1994          1996     
                                                                                 ---------  ---------  ---------  --------------
                                                                                                                                
                                                                                                 (IN THOUSANDS)                 
CASH FLOWS FROM OPERATING ACTIVITIES:                                                                                           
Net loss.......................................................................  $  (3,045) $  (2,110) $  (1,262)   $   (6,743) 
Depreciation and amortization..................................................      1,010        781        287         2,078  
Write-off of organization costs................................................         20                                  20  
Loss on disposal of fixed assets...............................................          5                                   5  
Interest accrued on note receivable due from partner...........................        (11)       (10)       (11)          (32) 
Interest accrued on note payable to NTFC.......................................        295        260                      555  
Changes in operating assets and liabilities:                                                                                    
  Accounts receivable..........................................................         (8)       (10)         7           (22) 
  Other assets.................................................................       (113)        23       (156)         (248) 
  Accounts payable and accrued liabilities and other liabilities...............        607       (693)     1,681         2,059  
                                                                                 ---------  ---------  ---------  --------------
    Net cash (used in) provided by operating activities........................     (1,240)    (1,759)       546        (2,328) 

CASH FLOWS FROM INVESTING ACTIVITIES:                                                                                           
Network plant and equipment expenditures.......................................     (3,602)    (5,351)    (6,121)      (15,194) 
Licenses.......................................................................                                            (24) 
Organization costs.............................................................                                           (165) 
                                                                                 ---------  ---------  ---------  --------------
    Net cash used in investing activities......................................     (3,602)    (5,351)    (6,121)      (15,383) 

CASH FLOWS FROM FINANCING ACTIVITIES:                                                                                           
Partners' capital contributions................................................        270      4,050      7,010        11,337  
Proceeds from advance from NextLink............................................      1,490                               1,490  
Proceeds from notes payable to NTFC............................................                 5,000                    5,000  
Proceeds from notes payable to partners........................................                                          1,000  
Debt issue costs...............................................................                             (352)         (427) 
                                                                                 ---------  ---------  ---------  --------------
    Net cash provided by financing activities..................................      1,760      9,050      6,658        18,400  
                                                                                 ---------  ---------  ---------  --------------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS...........................  $  (3,082) $   1,940  $   1,083    $      689  
CASH AND CASH EQUIVALENTS--                                                                                                     
  Beginning of period..........................................................      3,771      1,831        748             0  
                                                                                 ---------  ---------  ---------  --------------
CASH AND CASH EQUIVALENTS--                                                                                                     
  End of period................................................................  $     689  $   3,771  $   1,831    $      689  
                                                                                 ---------  ---------  ---------  --------------
                                                                                 ---------  ---------  ---------  --------------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION--Interest paid................  $     226  $      66  $      53    $      345  
                                                                                 ---------  ---------  ---------  --------------
                                                                                 ---------  ---------  ---------  --------------
SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING ACTIVITIES:                                                                          
During the years ended December 31, 1996 and 1995, accrued interest of $295 and                                                 
  $260, respectively, was added to the principal balance of the note payable to                                                 
  NTFC.                                                                                                                         
Partners' noncash capital contributions:                                                                                        
  Network-in-progress..........................................................                                     $      543  
  Organization costs...........................................................                                            323  
  Note receivable..............................................................                                            159  
  Licenses.....................................................................                                             50  
  Debt issue costs.............................................................                                             33  
  Notes payable converted to partners' capital.................................                        $   1,000         1,000  

See independent auditors' report and notes to financial statements. 

F-5 

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LINKATEL PACIFIC, L.P.

(A CALIFORNIA LIMITED PARTNERSHIP)

(A DEVELOPMENT STAGE ENTITY)

NOTES TO FINANCIAL STATEMENTS 

AS OF DECEMBER 31, 1996 AND 1995 AND

FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

AND THE CUMULATIVE PERIOD FROM JULY 21, 1993

(DATE OF INCEPTION) TO DECEMBER 31, 1996

1. ORGANIZATION                                                                 

Linkatel Pacific, L.P. (Linkatel) is a California limited partnership.  
Linkatel was formed on July 21, 1993 with LINKATEL Communications, Inc. (LCI), a
California corporation, as both a general partner and a limited partner, and    
Colony/Linkatel Networks, Inc. (CLN), a California corporation, and FIBRCOM     
Incorporated (FIBRCOM), a Delaware corporation, as limited partners. On March 3,
1994, a California Public Utility Commission order was issued which authorized  
CLN and FIBRCOM to become general partners. Therefore, on April 11, 1994, an    
amendment to Certificate of Limited Partnership was executed and filed with the 
State of California adding CLN and FIBRCOM, both limited partners, as general   
partners. During 1994, each of the partners contributed $5,000 for its general  
partner interest.                                                               

The partnership agreement requires CLN and FIBRCOM to make cash capital 
contributions collectively totaling $16,000,000. Simultaneous with the closing  
of the loan agreement described in Note 4, CLN and FIBRCOM each funded capital  
contributions consisting of $3,500,000 cash and conversion of notes payable of  
$500,000 to partners' capital in satisfaction of a portion of the partners'     
capital requirement. The remaining $8,000,000 capital commitment is to be       
contributed based on Linkatel's financial needs and in accordance with certain  
terms of the loan agreement. Effective with the sale of the Partnership's assets
(Note 7), such capital commitment is no longer required.                        

Partnership units were issued to the partners in accordance with the    
partnership agreement in exchange for cash, as well as for the agreed-upon value
of property, organization costs, licenses, research and development, and expense
reimbursement. Property, organization and license costs contributed were        
recorded by Linkatel at transferors' cost. Linkatel did not record any amounts  
for research and development costs incurred by LCI or for LCI expense           
reimbursement by CLN and FIBRCOM. Accumulated losses for the period from July   
21, 1993 to December 31, 1996 were allocated based on the PRO RATA share of     
outstanding partnership units during the period.                                

2. BASIS OF PRESENTATION                                                        

Linkatel was formed to build, own and operate a fiber-optic             
telecommunications alternative access network in the Los Angeles basin.         
Linkatel, which is a development stage entity, has devoted substantially all of 
its present efforts to establishing this business including obtaining adequate  
financing, obtaining regulatory approval, building the alternative access       
network, assessing market demand and obtaining customers. Linkatel will remain  
in the development stage until the network is built and sufficient customer     
demand is established.                                                          

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                   

    CASH EQUIVALENTS--Linkatel considers all highly-liquid investments purchased
with an original maturity of three months or less to be cash equivalents.       

   NETWORK PLANT AND EQUIPMENT--Additions are recorded at cost which generally
includes materials, applicable labor, overhead and interest. Depreciation is    
computed generally using the straight-line                                      

F-6 

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LINKATEL PACIFIC, L.P.

(A CALIFORNIA LIMITED PARTNERSHIP)

(A DEVELOPMENT STAGE ENTITY)

NOTES TO FINANCIAL STATEMENTS (CONTINUED) 

AS OF DECEMBER 31, 1996 AND 1995 AND

FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

AND THE CUMULATIVE PERIOD FROM JULY 21, 1993

(DATE OF INCEPTION) TO DECEMBER 31, 1996

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)                       
method over estimated useful lives ranging up to 20 years. Expenditures for     
maintenance and repairs are expensed as incurred.                               

  LICENSES--Licenses are recorded at cost and are amortized over five years.

ORGANIZATION COSTS--Organization costs are recorded at cost and are     
amortized over five years.                                                      

 DEBT ISSUE COSTS--Debt issue costs are capitalized and are amortized over
the term of the loan agreement, which is seven years.                           

   REVENUES--Telecommunications fees are recorded as revenue in the period the
service is provided.                                                            

   INCOME TAXES--Linkatel is not a taxable entity for federal and state income
tax purposes. Accordingly, no provision is made for income taxes in the         
accompanying financial statements since Linkatel's operations are reportable by 
its partners on their income tax returns.                                       

    USE OF ESTIMATES--The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates  
and assumptions that affect the reported amounts of assets and liabilities and  
disclosure of contingent assets and liabilities at the date of the financial    
statements and the reported amounts of revenues and expenses during the         
reporting periods. Actual results could differ from those estimates.            

4. LOAN AGREEMENT                                                               

Linkatel entered into a loan agreement, dated February 17, 1994, with a 
third-party finance company. The agreement provides that Linkatel may borrow    
principal not to exceed an aggregate of $25,000,000, plus up to $1,700,000 in   
capitalized interest. Loan proceeds are to be used solely for the purchase of   
equipment and services for Linkatel's fiber-optic transmission and communication
system. Interest is to be accrued and added to principal during the first 12    
months following the first borrowing date of each note (the Capitalized Interest
Period) at the 90-day commercial paper rate plus 4.75% (10.21% at December 31,  
1996). Monthly interest-only payments commence the month following the          
Capitalized Interest Period and will continue for 12 months, after which        
principal will be repaid in accordance with a 60-month amortization schedule.   
Standby fees are payable as consideration for the loan commitment. The fees are 
payable quarterly based on 0.35% per annum of the average portion which remains 
unborrowed during each calendar quarter. The loan agreement requires Linkatel to
maintain a compensating balance of cash, cash equivalents or marketable         
securities of at least $500,000. Borrowings under the loan agreement are        
collateralized by the assets and revenues of Linkatel.                          

A post-closing, post-initial funding condition included a requirement to
obtain a second carrier agreement with a carrier from a specific listing of     
interexchange carriers. That second carrier agreement was executed on January   
23, 1995. At December 31, 1994, there were certain events and conditions which  
constituted events of default under the loan agreement which if not cured by    
Linkatel or waived by                                                           

F-7 

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LINKATEL PACIFIC, L.P.

(A CALIFORNIA LIMITED PARTNERSHIP)

(A DEVELOPMENT STAGE ENTITY)

NOTES TO FINANCIAL STATEMENTS (CONTINUED) 

AS OF DECEMBER 31, 1996 AND 1995 AND

FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

AND THE CUMULATIVE PERIOD FROM JULY 21, 1993

(DATE OF INCEPTION) TO DECEMBER 31, 1996

4. LOAN AGREEMENT (CONTINUED)                                                   
the lender could have prevented initial funding and terminated the loan         
agreement. In 1995 Linkatel obtained waivers by the lender of certain of the    
requirements of these provisions for the year ended December 31, 1994. Based on 
these events, initial funding under the loan agreement in the amount of         
$5,000,000 occurred in July 1995. During 1995, the lender agreed to waive       
payment of a portion of the standby fees until such time as the lender makes the
remaining loan commitment available to Linkatel. At December 31, 1996, Linkatel 
is in default of various covenants under the loan agreement. Such events of     
default have not been cured by Linkatel or waived by the lender, including      
certain events of default existing at December 31, 1995 and 1994. All borrowings
outstanding ($5,604,000, including accrued interest, at December 31, 1996) are  
considered current liabilities since the lender has the right to demand full and
immediate payment.                                                              

On September 30, 1996, Linkatel entered into an asset purchase agreement
with an unrelated third-party (Nextlink Communications, LLC) (Nextlink) for the 
sale of Linkatel's assets (Note 7). In consideration of Linkatel granting       
limited operational and management authority to Nextlink during the interim     
period between the signing of the asset purchase agreement until the closing    
date (the Interim Period), Nextlink agreed to advance funds to Linkatel up to a 
maximum aggregate amount of $2,440,000 for the purpose of providing the         
necessary cash flow to cover the operating expenses and capital expenditures of 
Linkatel during the Interim Period. Advances of $1,490,000 at December 31, 1996 
are unsecured and shall be liabilities of Linkatel assumed by Nextlink at the   
closing date (Note 7).                                                          

5. RELATED PARTY TRANSACTIONS                                                   

 During 1995 and 1994, KBLCOM Incorporated (KBLCOM), the parent company of
FIBRCOM; The Providence Journal, the parent company of CLN; and LCI received    
fees for services provided to Linkatel. The statements of operations include    
$128,000 and $253,000 for financial and human resources services provided by    
KBLCOM in 1995 and 1994, respectively, and $6,000 and $78,000 for management    
services provided by LCI in 1995 and 1994, respectively. During 1995, Linkatel  
incurred $7,000 of expenses related to management services provided by The      
Providence Journal. At December 31, 1996 and 1995, network plant and equipment  
includes $96,000 and $96,000, respectively, of technical services provided by   
The Providence Journal and $217,000 and $217,000, respectively, of consulting   
services provided by LCI. At December 31, 1996 and 1995, network plant and      
equipment and organization costs include $113,000 and $113,000, respectively, of
consulting services provided by TACAN Corporation, an affiliate of LCI.         

Linkatel holds a promissory note from LCI dated December 29, 1992 in the
amount of $150,000 plus accrued interest. The interest rate on the note is 6%   
per annum, and unpaid interest is to be added to the principal on an annual     
basis. The outstanding loan amount and accrued interest have been deducted from 
LCI's partner's capital account. Distributions of earnings payable to LCI as    
well as distributions from certain other projects of which LCI is a partner are 
to be payable to Linkatel as payments on the note until the note is paid in     
full. Payments are to be allocated first to unpaid interest and then to         
principal. If the                                                               

F-8 

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LINKATEL PACIFIC, L.P.

(A CALIFORNIA LIMITED PARTNERSHIP)

(A DEVELOPMENT STAGE ENTITY)

NOTES TO FINANCIAL STATEMENTS (CONTINUED) 

AS OF DECEMBER 31, 1996 AND 1995 AND

FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

AND THE CUMULATIVE PERIOD FROM JULY 21, 1993

(DATE OF INCEPTION) TO DECEMBER 31, 1996

5. RELATED PARTY TRANSACTIONS (CONTINUED)                                       
distributions to LCI from Linkatel or the ventures specified in the agreement   
are insufficient to fully repay the promissory note by December 31, 2017, the   
remaining unpaid balance of principal and unpaid accrued interest are to be     
waived.                                                                         

Accounts payable and accrued liabilities at December 31, 1996 and 1995  
include $52,000 and $52,000, respectively, due to KBLCOM.                       

6. COMMITMENTS                                                                  

   Linkatel has entered into renewable commitments for the rental of poles and
conduit which are based on the actual number of poles and conduit used by the   
operation. Such commitments resulted in $333,000, $124,000 and $14,000 of rent  
expense in 1996, 1995 and 1994, respectively.                                   

    Linkatel has noncancelable operating leases involving certain real property.
Future minimum lease payments under those noncancelable operating leases are as 
follows: (In thousands)                                                         

                                                        [Enlarge/Download Table]

                                                                               (IN THOUSANDS)
                                                                                             
1997..........................................................................    $     253  
1998..........................................................................          254  
1999..........................................................................          153  
2000..........................................................................            5  
                                                                                      -----  
Total payments required.......................................................    $     665  
                                                                                      -----  
                                                                                      -----  

Rent expense under these leases in 1996, 1995 and 1994 was approximately
$229,000, $213,000 and $92,000, respectively.                                   

   As of February 17, 1994, effective date of the loan agreement (described in
Note 4), Linkatel committed to purchase certain transmission and cable products 
and associated services totaling $18,777,000. The commitment may be modified    
with appropriate written requests and approvals. The remaining commitment as of 
December 31, 1996 is $13,005,000 (Note 7).                                      

7. SUBSEQUENT EVENT                                                             

On February 4, 1997, substantially all of the Partnership's assets were 
acquired by and liabilities assumed by Nextlink for a total purchase price of   
$42,500,000 less the amount of certain assets and liabilities (as defined).     
Effective with the sale of the Partnership's assets and assumption of           
liabilities by Nextlink, the Partnership's purchase commitment under the loan   
agreement had been canceled.                                                    

F-9 

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NEXTLINK COMMUNICATIONS, L.L.C. AND SUBSIDIARIES

PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

(UNAUDITED) 

    The following unaudited pro forma statement of operations for the year ended
December 31, 1996 gives effect to the the acquisitions of the ITC Companies     
("ITC"), a long distance reseller based in Salt Lake City, Utah, and Linkatel   
Pacific, L.P. ("Linkatel"), a competitive access service provider based in Los  
Angeles, California (collectively referred to as the "1996 Acquisitions") as if 
those transactions had occurred on January 1, 1996. The ITC acquisition closed  
in December 1996 and the Linkatel acquisition closed in February 1997. Both     
acquisitions will be accounted for using the purchase method of accounting. The 
unaudited pro forma statement of operations for the year ended December 31, 1995
gives effect to (i) the 1996 Acquisitions, (ii) the acquisition of Tel-West     
Central Services, Inc., now known as NEXTLINK Washington, L.L.C. ("NEXTLINK     
Washington"), which conducts NEXTLINK Communications, L.L.C.'s (the "Company")  
operations in Spokane, Washington and Sound Response Corporation, now known as  
NEXTLINK Interactive, L.L.C. ("NEXTLINK Interactive"), which conducts the       
Company's interactive voice response platform operations (collectively referred 
to as the "1995 Acquisitions") and (iii) a recapitalization of the Company and  
four of the Company's operating subsidiaries, as a result of which each of these
subsidiaries was owned 99% by the Company and 1% by a corporation that is wholly
owned by Mr. Craig O. McCaw (the "Recapitalization") as if those transactions   
had occurred on January 1, 1995.                                                

The unaudited pro forma balance sheet gives effect to the Linkatel      
acquisition and the conversion of the Company to a corporation as though such   
transactions had occurred on December 31, 1996.                                 

The pro forma financial statements have been prepared based on the      
historical financial statements of the Company as well as the historical        
financial statements of Linkatel, ITC, Tel-West Central Services, Inc. and Sound
Response Corporation and certain estimates and assumptions set forth in the     
notes to the pro forma financial statements. This pro forma financial           
information is neither necessarily indicative of results that would have        
actually occurred had the transactions been consummated on the indicated dates  
nor is it necessarily indicative of future operating results or financial       
position.                                                                       

F-10

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NEXTLINK COMMUNICATIONS, L.L.C. AND SUBSIDIARIES

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 1996

(DOLLARS IN THOUSANDS)
(UNAUDITED) 

                                                        [Enlarge/Download Table]

                                                                                       PRO FORMA     PRO FORMA  
                                                   HISTORICAL   LINKATEL      ITC     ADJUSTMENTS     RESULTS   
                                                  ------------  ---------  ---------  ------------  ----------- 
                                                                                                                
Revenue.......................................... $     25,686  $     172  $  11,372   $     (953)(1)  $  36,277
Costs and Expenses:                                                                                             
  Operating......................................       25,094        695      7,181         (570)(1)     32,400
  Selling, general and administrative............       31,353      1,031      3,094         (240)(1)     35,238
  Deferred compensation..........................        9,914     --         --           --            9,914  
  Depreciation and amortization..................       10,340      1,010        705         (155)(1)     14,966
                                                                                            3,066(2)            
                                                  ------------  ---------  ---------  ------------  ----------- 
      Total costs and expenses...................       76,701      2,736     10,980        2,101       92,518  
                                                  ------------  ---------  ---------  ------------  ----------- 
Income/(loss) from operations....................      (51,015)    (2,564)       392       (3,054)     (56,241) 
Interest income..................................       10,446     --         --           (2,267)(3)      8,179
Interest expense.................................      (30,876)      (481)      (182)          28(1)    (31,030)
                                                                                              481(4)            
                                                  ------------  ---------  ---------  ------------  ----------- 
Income (loss) before minority interests..........      (71,445)    (3,045)       210       (4,812)     (79,092) 
Minority interests in loss of consolidated                                                                      
 subsidiaries....................................          344     --         --           --              344  
                                                  ------------  ---------  ---------  ------------  ----------- 
Net income (loss)................................ $    (71,101) $  (3,045) $     210   $   (4,812)   $ (78,748) 
                                                  ------------  ---------  ---------  ------------  ----------- 
                                                  ------------  ---------  ---------  ------------  ----------- 

NOTES TO PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS                         

(1) Reflects elimination of revenues and expenses of ITC after acquisition that 
are also included in the historical column.                             

(2) Reflects additional amortization of intangible assets resulting from        
allocation of a portion of the purchase prices of ITC and Linkatel to   
goodwill, customer base and other intangible assets.                    

(3) To reflect a reduction in interest income earned on investment of excess    
    cash due to assumed payment of cash portion of purchase prices as of January
1, 1996.                                                                

(4) To reflect a reduction in Linkatel's interest expense due to assumed        
repayment of Linkatel's debt as of January 1, 1996.                     

F-11

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NEXTLINK COMMUNICATIONS, L.L.C. AND SUBSIDIARIES

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 1995

(DOLLARS IN THOUSANDS)
(UNAUDITED) 

                                                        [Enlarge/Download Table]

                                                              1996          1995       PRO FORMA     PRO FORMA  
                                             HISTORICAL   ACQUISITIONS  ACQUISITIONS  ADJUSTMENTS   RESULTS (1) 
                                            ------------  ------------  ------------  ------------  ----------- 
                                                                                                                
Revenue.................................... $      7,552   $    9,492    $   12,773    $   (4,197)(2)  $  25,620
Costs and expenses:                                                                                             
  Operating................................        6,618        6,089         6,429        (2,629)(2)     16,507
  Selling, general and administrative......        9,563        3,471         4,592        (2,259)(2)     15,367
  Deferred compensation....................          375       --            --            --              375  
  Depreciation and amortization............        3,458        1,286           436          (495)(2)      8,663
                                                                                              912(3)            
                                                                                            3,066(4)            
                                            ------------  ------------  ------------  ------------  ----------- 
Total costs and expenses...................       20,014       10,846        11,457        (1,405)      40,912  
                                            ------------  ------------  ------------  ------------  ----------- 
Income/(loss) from operations..............      (12,462)      (1,354)        1,316        (2,792)     (15,292) 
Interest income............................      --            --            --            --           --      
Interest expense...........................         (499)        (287)          (45)           17(3)       (814)
                                            ------------  ------------  ------------  ------------  ----------- 
Income (loss) before minority interests....      (12,961)      (1,641)        1,271        (2,775)     (16,106) 
Minority interests in loss of consolidated                                                                      
 subsidiaries..............................          230            -           (13)         (103)(5)        114
                                            ------------  ------------  ------------  ------------  ----------- 
Net income (loss).......................... $    (12,731)  $   (1,641)   $    1,258    $   (2,878)   $ (15,992) 
                                            ------------  ------------  ------------  ------------  ----------- 
                                            ------------  ------------  ------------  ------------  ----------- 

NOTES TO PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS                         

(1) The pro forma consolidated statement of operations data do not give effect  
    to the Company's acquisition of certain fixed assets that are now being used
by the Company in Ohio.                                                 

(2) Represents elimination of revenues and expenses of NEXTLINK Washington and  
NEXTLINK Interactive after acquisition that are also included in the    
historical column.                                                      

(3) Represents amortization of NEXTLINK Washington and NEXTLINK Interactive     
intangible assets, primarily goodwill.                                  

(4) Reflects additional amortization of intangible assets resulting from        
allocation of a portion of the purchase prices of ITC and Linkatel to   
goodwill, customer base and other intangible assets.                    

(5) Represents the effect of the Recapitalization as if this transaction had    
occurred on January 1, 1995.                                            

F-12

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NEXTLINK COMMUNICATIONS, L.L.C. AND SUBSIDIARIES

PRO FORMA CONSOLIDATED BALANCE SHEET

DECEMBER 31, 1996 

(DOLLARS IN THOUSANDS)
(UNAUDITED) 

                                                        [Enlarge/Download Table]

                                                                                       PRO FORMA     PRO FORMA    
                                                              HISTORICAL   LINKATEL   ADJUSTMENTS     BALANCE     
                                                              -----------  ---------  ------------  -----------   
                                                                                                                  
                           ASSETS                                                                                 
Current assets:                                                                                                   
  Cash and cash equivalents.................................. $    76,807  $     689   $  (30,130)(1)      41,811 
                                                                                           (5,555)(2)             
  Marketable securities......................................      47,713         --           --        47,713   
  Accounts receivable, net...................................       7,008         22           --         7,030   
  Other......................................................         607        222           --           829   
  Pledged securities.........................................      39,770         --           --        39,770   
                                                              -----------  ---------  ------------  -----------   
    Total current assets.....................................     171,905        933      (35,685)      137,153   

Pledged securities...........................................      61,668         --           --        61,668   
Property and equipment, net..................................      97,784     14,166           --       111,950   
Goodwill, net................................................      24,110         --       29,619(3)      53,729  
Other intangible assets, net.................................      11,243        235           --        11,478   
Other long-term assets, net..................................      23,973        292       (6,000)(1)      16,775 
                                                                                           (1,490)(4)             
                                                              -----------  ---------  ------------  -----------   
    Total assets............................................. $   390,683  $  15,626   $  (13,556)  $   392,753   
                                                              -----------  ---------  ------------  -----------   
                                                              -----------  ---------  ------------  -----------   

          LIABILITIES AND MEMBERS' EQUITY (DEFICIT)                                                               
Current liabilities:                                                                                              
  Bank overdraft............................................. $        --  $      --   $       --   $        --   
  Accounts payable...........................................      18,622        621           --        19,243   
  Accrued expenses...........................................       4,112      1,312           --         5,424   
  Accrued interest payable...................................       9,250         --           --         9,250   
  Notes payable..............................................          --      5,555       (5,555)(2)          -- 
  Current portion of capital lease obligations...............       1,194         --           --         1,194   
  Payable to affiliate.......................................       1,500      1,490       (1,490)(4)       1,500 
                                                              -----------  ---------  ------------  -----------   
    Total current liabilities................................      34,678      8,978       (7,045)       36,611   
Long-term liabilities:                                                                                            
  Long-term debt.............................................     350,000         --           --       350,000   
  Capital lease obligations..................................       6,262         --           --         6,262   
  Other......................................................      13,139        137           --        13,276   
                                                              -----------  ---------  ------------  -----------   
    Total current liabilities................................     404,079      9,115       (7,045)      406,149   
Minority interests...........................................         308         --           --           308   
Equity units subject to redemption...........................       4,950         --           --         4,950   
Members' equity (deficit)....................................     (18,654)     6,511       (6,511)(5)     (18,654)
                                                              -----------  ---------  ------------  -----------   
    Total liabilities and members' equity (deficit).......... $   390,683  $  15,626   $  (18,654)  $   392,753   
                                                              -----------  ---------  ------------  -----------   
                                                              -----------  ---------  ------------  -----------   

NOTES TO PRO FORMA CONSOLIDATED BALANCE SHEET 

(1) Represents payment of the cash portion of the purchase price in the Linkatel
transaction, including $6,000 that had been deposited in escrow pending 
closing of the transaction.                                             

(2) Represents repayment of Linkatel debt.                                      

(3) Represents allocation to goodwill of the excess of the purchase price over  
   the net assets acquired in the Linkatel transaction. The goodwill will have
a 20 year life.                                                         

(4) Represents elimination of advances to Linkatel prior to the closing of the  
transaction.                                                            

(5) Represents elimination of net assets acquired in Linkatel transaction.      

F-13

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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 thereunto duly authorized.                                          

                             NEXTLINK COMMUNICATIONS, INC.

                            By: /s/ R. Bruce Easter, Jr.
                                 -------------------------
                           Name:  R. Bruce Easter, Jr.
                      Title:  Vice President

Date:  March 17, 1997

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘8-K/A’ Filing	Date	First	Last	Other Filings

	12/31/17	12
Filed on:	3/18/97
	3/17/97	17
For Period End:	2/4/97	1	12	8-K
	1/24/97	4
	12/31/96	2	16	10KSB40
	9/30/96	3	11	10QSB
	1/1/96	13	14
	12/31/95	2	15
	1/23/95	10
	1/1/95	13	15
	12/31/94	2	12
	4/11/94	9
	3/3/94	9
	2/17/94	10	12
	12/31/93	7
	7/21/93	2	12
	12/29/92	11
				List all Filings

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Filing Submission 0000912057-97-009231 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Nextlink Communications Inc/DE – ‘8-K/A’ for 2/4/97

As of: Tuesday, 3/18/97 · For: 2/4/97 · Accession #: 912057-97-9231 · File #: 333-04603

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Amendment to Current Report — Form 8-KFiling Table of Contents

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Dates Referenced Herein and Documents Incorporated by Reference

Amendment to Current Report — Form 8-K
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