- 2 -
Prospectus Supplement filed under Rule 424(b)(3)
Registration Number 333-91749
Prospectus Supplement No. 4, dated May 5, 2000
(To Prospectus, dated January 3, 2000)
[AIRGATE PCS LOGO]
644,400 SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF WARRANTS
This prospectus supplement to the prospectus dated January 3, 2000 relates
to our offering of 644,400 shares of common stock issuable by us from time to
time upon exercise of warrants sold by us in our units offering, which was
completed on September 30, 1999.
This prospectus supplement should be read in conjunction with the
prospectus dated January 3, 2000, as supplemented, which is to be delivered with
this prospectus supplement.
THIS INVESTMENT INVOLVES RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 14 OF
PROSPECTUS SUPPLEMENT NO. 1 DATED FEBRUARY 8, 2000.
Neither the SEC nor any state securities commission has determined whether this
prospectus is truthful or complete. Nor have they made, nor will they make, any
determination as to whether anyone should buy these securities. Any
representation to the contrary is a criminal offense.
<PAGE>
On May 4, 2000, AirGate PCS, Inc. ("AirGate PCS") issued the following
press release announcing second quarter fiscal 2000 results for the three and
six months ended March 31, 2000.
AirGate PCS Announces Second Quarter Fiscal 2000 Results
Page 3
May 4, 2000
Contact: Alan B. Catherall
Chief Financial Officer
404-525-7272
AIRGATE PCS, INC. ANNOUNCES
SECOND QUARTER FISCAL 2000 RESULTS
ATLANTA (May 4, 2000) AirGate PCS, Inc., (Nasdaq/NM: PCSA), a Sprint PCS (NYSE:
PCS) Network Partner, today announced financial and operating results for the
second fiscal quarter and six months ended March 31, 2000.
Net revenues for the second quarter ended March 31, 2000 totaled $1.6
million. EBITDA (earnings before interest, taxes, depreciation and
amortization), was ($11.9) million for the second quarter of fiscal 2000,
compared with ($598,000) for the same period a year ago. The Company reported a
net loss of $17.1 million, or $1.40 per share, in the three months ended March
31, 2000 compared with a net loss of $1.6 million, or $0.47 per share, in the
same period of 1999.
For the six months ended March 31, 2000, the Company reported net revenues of
$1.7 million. EBITDA was ($17.8) million for the first six months of fiscal
2000, compared with ($1.6) million for the same period a year ago. AirGate PCS
reported a net loss of $26.9 million, or $2.23 per share, in the six months
ended March 31, 2000 compared with a net loss of $3.2 million, or $0.94 per
share, in the same period of 1999.
"The second quarter of fiscal 2000 was a very active period for AirGate as
evidenced by a number of significant operating accomplishments," said Thomas M.
Dougherty, president and chief executive officer of AirGate PCS. "While our
financial results continue to reflect the considerable investment associated
with the completion of our network build-out, we are very pleased with the
initial results we are seeing in the commercial Sprint PCS market launches in
portions of AirGate's territory. With the recent addition of the Rocky Mount
region of North Carolina, and our previously announced launches in other areas
of North and South Carolina, AirGate is now offering Sprint PCS service in over
a third of our total market area of over 6.8 million residents. In addition, we
now provide roaming coverage along a number of heavily traveled highway
corridors in our territory, providing additional revenue opportunities for
AirGate. Specifically, AirGate will receive additional revenue from Sprint PCS
on behalf of their customers who use the AirGate PCS network while traveling in
our covered territory. The attractive nature of our market area, with a large
number of vacation and tourist locations, will provide very favorable patterns
for roaming activity as the busy summer season approaches.
"We believe we have proven our ability to execute our business strategy as
evidenced by the significant progress we have made in our PCS network build-out.
As of April 27, 2000, we remain ahead of our scheduled build out plan with 94%
of the cell sites in our territory leased and 89% of the cell sites under
construction or completed. In addition, all of our three switches are now
operational."
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<PAGE>
Operating highlights for the second quarter of fiscal 2000 include the
following:
- - Commercial Sprint PCS service was launched in the following markets:
Greenville-Spartanburg and Anderson, South Carolina on January 3, 2000;
Asheville and Hickory, North Carolina on January 10, 2000; Myrtle Beach, South
Carolina and Wilmington, North Carolina on March 5, 2000 and Rocky Mount,
Goldsboro, Kinston and Wilson, North Carolina on March 29, 2000
- - The City of Augusta, Georgia and the Interstate 20 corridor between
Atlanta and Augusta were opened for roaming coverage during the weeks
surrounding the Masters golf tournament.
- - The Company opened Sprint PCS stores in Greenville and Anderson, South
Carolina and in Hickory and Asheville, North Carolina. In addition, the
Spartanburg store was opened on April 25, 2000.
- - AirGate added 6,378 net new customers in its first quarter of commercial
PCS operations.
- - Average revenue per subscriber (ARPU), excluding roaming, was $53 for the
quarter
- - Total roaming revenue was $816,000 for the quarter and $946,000 for the
six months ended March 31, 2000.
"Looking ahead, we expect to have our PCS network complete and fully
operational in the rest of our market region with over 6.8 million potential
POPs by the end of our fiscal year. We are very pleased with our initial
results and believe that the popular Sprint PCS brand name will continue to have
a positive impact on AirGate's subscriber growth as we expand coverage in the
rest of our territory," Dougherty concluded.
AirGate PCS will hold a conference call to discuss this press release today
at 9:30 a.m. EDT. A live broadcast of the conference call will be available
online at www.airgatepcsa.com, www.streetevents.com, www.streetfusion.com, or
www.vcall.com. To listen to the live call, please go to the web site at least
fifteen minutes early to register, download, and install any necessary audio
software. For those who cannot listen to the live broadcast, a replay will be
available shortly after the call through the close of business on May 8, 2000.
AirGate PCS, Inc. is the exclusive manager and operator of Sprint PCS
products and services throughout most of the state of South Carolina, including
Charleston, Columbia and Greenville-Spartanburg, parts of North Carolina,
including Asheville, Wilmington and Hickory, and the eastern Georgia cities of
Augusta and Savannah. With a territory that includes more than 6.8 million POPs
covering 62,000 contiguous square miles, AirGate PCS is one of the largest
Sprint PCS affiliates based on the size of the population in its territory. As
a Sprint PCS affiliate, AirGate PCS is building its own PCS network to
exclusively provide 100% digital, 100% PCS products and services under the
Sprint and Sprint PCS brand names in its territory.
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<PAGE>
Sprint PCS operates the largest all-digital, all-PCS nationwide wireless network
in the United States, already serving the majority of the nation's metropolitan
areas including more than 4,000 cities and communities across the country.
Sprint PCS has licensed PCS coverage of nearly 270 million people in all 50
states, Puerto Rico and the U.S. Virgin Islands. For more information, visit
the Sprint PCS web site at http://www.sprintpcs.com. Sprint PCS is a
wholly-owned tracking group of Sprint Corporation trading on the NYSE under the
symbol "PCS."
Sprint is a global communications company at the forefront in integrating
long distance, local and wireless communications services and one of the world's
largest carriers of Internet traffic. Sprint built and operates the United
States' only nationwide all-digital, fiber optic network and is a leader in
advanced data communications services. Sprint has $20 billion in annual
revenues and serves more than 20 million business and residential customers.
Statements contained in this news release regarding expected financial
results and other planned events should be considered forward-looking statements
that are subject to various risks and uncertainties. Such forward looking
statements are made pursuant to the "safe-harbor" provisions of the private
Securities Litigation Reform Act of 1995 and are made based on management's
current expectations or beliefs as well as assumptions made by, and information
currently available to, management. A variety of factors could cause actual
results to differ materially from those anticipated in AirGate PCS' forward-
looking statements, including the following factors: potential fluctuations in
quarterly results, our dependence on our affiliation with Sprint PCS; an
adequate supply of infrastructure and subscriber equipment; new product
development; rapid technological and market change; risks related to future
growth and expansion; our significant level of indebtedness and volatility of
stock prices. For a detailed discussion of these and other cautionary
statements and factors that could cause actual results to differ from AirGate
PCS' forward- looking statements, please refer to AirGate PCS' filings with the
Securities and Exchange Commission, especially in the "risk factors" section of
AirGate PCS' Form 10-K for the fiscal year ended September 30, 1999, and Form
10-Q for the quarter ended December 31,1999, and in subsequent filings with
Securities and Exchange Commission.
<PAGE>
AirGate PCS Announces Second Quarter Fiscal 2000 Results
Page 5
May 4, 2000
AIRGATE PCS, INC. AND SUBSIDIARY AND PREDECESSORS
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(dollars in thousands, except per share amounts)
<TABLE><CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
MARCH 31, MARCH 31,
---------- ----------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues:
Service revenue $ 460 $ -- $ 460 $ --
Roaming revenue 816 -- 946 --
Equipment revenue 304 -- 304 --
------ ------ ------- --------
1,580 -- 1,710 --
Operating expenses:
Cost of revenues (5,509) -- (8,427) --
Cost of equipment (1,093) -- (1,093) --
Selling and marketing (3,419) -- (4,552) --
General and
administrative expenses (3,189) (598) (4,677) (1,643)
Noncash stock
compensation expense (309) -- (713) --
Depreciation and
amortization (2,042) (238) (2,560) (414)
-------- ------ ------- --------
OPERATING LOSS (13,981) (836) (20,312) (2,057)
Interest income 2,722 -- 6,192 --
Interest expense (5,845) (744) (12,812) (1,121)
-------- ------ ------- --------
NET LOSS $ (17,104) $ (1,580) $ (26,932) $ (3,178)
========== ========= =========== =========
</TABLE>
<TABLE><CAPTION>
<S> <C> <C> <C> <C>
Basic and diluted net
loss per share of
common stock $ (1.40) $ (0.47) $ (2.23) $ (0.94)
========== ========= =========== =========
Weighted average
outstanding common
shares 12,237,483 3,382,518 12,101,507 3,382,518
========== ========= =========== =========
Weighted average
Outstanding shares
including potentially
dilutive common stock
equivalents 13,747,642 3,382,518 13,474,171 3,382,518
========== ========= =========== =========
</TABLE>
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<PAGE>
AIRGATE PCS, INC. AND SUBSIDIARY AND PREDECESSORS
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(dollars in thousands)
<TABLE><CAPTION>
MARCH 31, SEPTEMBER 30,
2000 1999
---- ----
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 147,501 $ 258,900
Due from AirGate Wireless, LLC -- 751
Prepaid expenses 3,720 1,596
Other current assets 3,811 1,223
--------- --------
TOTAL CURRENT ASSETS 155,032 262,470
--------- --------
Property and equipment, net 133,822 44,206
Financing costs 9,808 10,399
Other assets 266 245
--------- --------
TOTAL ASSETS $ 298,928 $ 317,320
========= ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 15,536 $ 2,216
Accrued expenses 12,218 20,178
Accrued interest 208 1,413
Current maturities of long-term debt -- 7,700
--------- --------
TOTAL CURRENT LIABILITIES 27,962 31,507
Long-term debt, excluding current maturities 169,122 157,967
--------- --------
TOTAL LIABILITIES 197,084 189,474
--------- --------
Stockholders' equity:
Preferred stock, par value, $0.01 per share;
5,000,000 shares authorized; no shares
issued and outstanding -- --
Common stock, par value, $0.01 per share;
25,000,000 shares authorized;
12,369,355 and 11,957,201 shares issued
and outstanding at March 31, 2000 and
September 30, 1999, respectively 124 120
Additional paid-in capital 160,324 157,880
Accumulated deficit (54,186) (27,254)
Unearned stock option compensation (4,418) (2,900)
--------- --------
TOTAL STOCKHOLDERS' EQUITY 101,844 127,846
Commitments and contingencies -- --
--------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 298,928 $ 317,320
========= ==========
-END-
</TABLE>
