SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Mark One)
[X] Quarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the quarterly period
ended September 30, 1994 or
[ ] Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the transition period
from to
Commission file number 1-8309.
PRICE COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its Charter)
NEW YORK 13-2991700
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
45 Rockefeller Plaza, Suite 3201, New York, New York 10020
(Address of Principal Executive Offices)
(Zip Code)
(212) 757-5600
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Yes X No
Applicable only to issuers involved in bankruptcy proceedings
during the preceding five years. Indicate by check mark whether
the registrant has filed all documents and reports required to be
filed by Sections 12, 13 or 15(d) of the Securities Exchange Act
subsequent to the distribution of securities under the plan
confirmed by the court.
Yes X No
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
9,964,792 shares of Common Stock, par value $.01 per share,
outstanding as of September 30, 1994.
Page 1 of 13 Pages.
PRICE COMMUNICATIONS CORPORATION AND SUBSIDIARIES
PRO FORMA COMBINED STATEMENT OF OPERATIONS
UNAUDITED
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1994
PURCHASED SOLD
As Reported Radio
By Price WHTM-TV(a) Stations Other Adjustments
Revenue
$18,681,053 $11,054,099 ($7,746,884) ($50,108)
Agency & representatives' commissions
2,487,223 1,931,651 (956,805) (688)
Net
revenue 16,193,830 9,122,448 (6,790,079) (49,420)
Operating
expenses 10,773,162 4,631,255 (4,843,282) (59,018)
Corporate
expenses 2,918,640
Other (income)
expense
- net (2,543,000) 1,481,733 43,834 (153,054) (1,470,741)(e)
Interest
expense 214,987 1,743,472 - - (465,595)(b)
Depreciation &
amortization
1,803,397 826,526 (536,169) (170,250) 526,785(c)
Amortization of
deferred debt
expense 176,361
Income before income
taxes 2,850,283 439,462 (1,454,462) 332,902 1,409,551
Income tax
expense (43,000) (441,328) - - 441,328(f)
Net income $2,807,283 ($1,866) (1,454,462) $332,902 1,850,879
ProForma
Combined
Revenue $21,938,160
Agency & representatives' commissions 3,461,381
Net
Revenue 18,476,779
Operating
Expenses 10,502,117
Corporate
Expenses 2,918,650
Other (income)
expense
-net (2,641,228)
Interest
expense 1,492,864
Depreciation &
amortization 2,450,289
Amoritization
deferred debt
expense 176,361
Income before income
taxes 3,577,736
Income tax
expense (43,000)
Net Income 3,534,736
Net income
per share $0.28 $0.35
Average shares outstanding
10,034,835 10,034,835
(a) WHTM's Statement of Operations from January 1, 1994 through
September 16, 1994.
(b) Adjust interest expense to the amount calculated under the Line of
Credit agreement with the Bank of Montreal. Price originally borrowed
$45 million under the Line of Credit and immediately repaid $22.5
million on the Line of Credit with the net proceeds from the sale
of WIRK/WBZT, West Palm Beach, FL. The interest rate assumed is
8.5% (rate as of September 30, 1994)
Outstanding Line of Credit $22,500,000
Interest rate 8.5%
Nine months interest $1,434,375
(c) Adjust goodwill amortization to reflect the purchase of
WHTM-TV: amortize over 40 years.
Amortization in WHTM's Financials $528,476
Amortization in PCC's Financials $20,794
Adjustment $337,363
Nine months of amortization $865,833
(d) Adjust to include depreciation on the excess of the appraised value
over the net book value of the property and equipment.
Depreciation in WHTM's Financials $298,050
Depreciation in PCC's Financials $21,692
Additional depreciation $189,422
Nine months of amortization $509,164
(e) Eliminate management fee $131,247 and one time charge incurred by
WHTM's previous owner $1,339,494.
(f) Adjust income taxes for WTHM's inclusion in Price Communications'
consolidated federal tax return. State taxes are also eliminated by
inclusion of expense allocations on WHTM's books.
PRICE COMMUNICATIONS CORPORATION AND SUBSIDIARIES
PRO FORMA COMBINED STATEMENT OF OPERATIONS
UNAUDITED
FOR THE TWELEVE MONTHS ENDED DECEMBER 31, 1993
PURCHASED SOLD
As Reported Radio
By Price WHTM-TV(a) Stations Other Adjustments
Revenue $26,010,294 $15,117,195 ($11,623,017) ($813,932) -
Agency and representatives' commissions
3,220,102 2,608,252 (1,351,125) (40,179) -
Net
revenue 22,790,192 12,508,943 (10,271,892) (773,753) -
Operating
expenses 16,334,761 6,698,389 (8,226,346) (623,929) -
Corporate
expenses 3,648,524 - - - -
Other (income)
expenses
- net 539,289 150,389 8,650 (75,162) (175,000)(d)
Interest
expense 1,485,389 2,518,879 - - (2,091,748)(a)
Depreciation &
amortization
2,343,015 1,203,348 (834,346) (337,577) 640,955(b)(c)
Amortization of
debt
discount 766,075 - - - -
Unrealized noncash loss on marketable securities
145,884 -
Share of loss of partially owned companies
1,118,293 - - - -
Income before income taxes, extraordinary item and
cumulative effect of change in accounting principle
(3,591,038) 1,937,938 (1,219,850) 262,915 1,625,793
Income tax
expense (123,885) (1,147,837) - - 1,147,837(e)
ProForma
Combined
Revenue $28,690,540
Agency and representatives' commissions 4,437,050
Net
revenue 24,253,490
Operating
expenses 14,182,875
Corporate
expenses 3,648,524
expenses
- net 448,166
Interest
expense 1,912,520
amortization 3,015,395
Amortization of
debt
discount 766,075
Unrealized noncash loss on marketable securities 145,884
Share of loss of partially owned companies 1,118,293
Income before income taxes, extraordinary item and
cumulative effect of change in accounting principle
(984,242)
Income tax
expense (123,885)
Loss before extraordinary item
(3,714,923) 790,101 (1,219,850) 262,915 2,773,630
Extraordinary item, net of income tax
2,010,332 - - - -
Cumulative effect of change in accounting principle
- 1,088,066 - - -
Net income
(loss) ($1,704,591) $1,878,167 ($1,219,850) $262,915 $2,773,630
Net loss per share
($0.14)
Average shares outstanding
12,109,583
(a) Adjust interest expense to the amount calculated under the Line of
Credit with Bank of Montreal. Price originally borrowed $45 million under
the Line of Credit and immediately repaid $22.5 million on the Line of
Credit with the net proceeds from the sale of WIRK/WBZT, West Palm Beach,
FL. The interest rate assumed is 8.5% (rate as of September 30, 1994)
Outstanding Line of Credit $22,500,000
Interest rate 8.5%
Twelve months of interest $ 1,912,500
(b) Adjust goodwill amortization to reflect the purchase of WHTM-TV:
amortize over 40 years.
Amortization in WHTM's financials $743,460
Adjustment $366,678
Twelve months of amortiztion $1,110.138
(c) Adjust to include depreciation on the excess of the appraised value
over the net book value of the property and equipment.
Depreciation in WHTM's financials $459,888
Additional depreciation $274,277
Twelve months of depreciation $734,165
(d) Eliminate management fee paid to previous owner.
(e) Adjust income taxes for WTHM's inclusion in Price
Communications' consolidated federal tax return. State taxes are
also eliminated by inclusion of expense allocations on WHTM's books.
ProForma
Combined
Loss before extraordinary item (1,108,127)
Extraordinary item, net of income tax 2,010,332
Cumulative effect of change in accounting principle 1,088,066
Net income (loss) $1,990,271
Net income (loss) per share $0.16
Average shares outstanding 12,109,583
PRICE COMMUNICATIONS CORPORATION AND SUBSIDIARIES
PRO FORMA COMBINED BALANCE SHEET
UNAUDITED
AS OF SEPTEMBER 30, 1994
SOLD
As Reported Radio
By Price Stations Other Adjustments
ASSETS
Current Assets:
Cash and cash equivalents $823,662 $24,362,443 1,555,404 ($22,500,000)(a)
Accounts receivable, net 5,629,761 (1,242,398) - -
Film broadcast rights 2,063,928 - - -
Escrow deposits 1,000,000 - - -
Prepaid expenses and other 1,731,739 (47,798) - -
Total current assets 11,249,090 23,072,247 1,555,404 (22,500,000)
Property and equipment, at cost,
less accumulated depreciation
15,554,730 (1,808,065) (1,533,750) -
Broadcast licenses and other intangible assets,
less accumulated amortization
57,005,175 (7,240,582)
Noncurrent film broadcast rights
2,442,587 - - -
Noncurrent notes receivable 1,215,000 - - -
Other assets 241,348 - - -
Reorganization value in excess of amounts allocable to
identifiable assets, less amortization
1,040,536 - - -
Total assets $88,748,466 $14,023,600 $21,654 ($22,500,000)
ProForma
Current Assets: Combined
Cash and cash equivalents $4,241,509
Accounts receivable, net 4,387,363
Film broadcast rights 2,063,928
Escrow deposits 1,000,000
Prepaid expenses and other 1,683,941
Total current assets 13,376,741
Property and equipment, at cost,
less accumulated depreciation 12,212,915
Broadcast licenses and other intangible assets, 49,764,593
less accumulated amortization
Noncurrent film broadcast rights 2,442,587
Noncurrent notes receivable 1,215,000
Other assets 241,348
Reorganization value in excess of amounts allocable to
identifiable assets, less amortization 1,040,536
Total assets $80,293,720
Total current assets
SOLD
As Reported Radio
By Price Stations Other Adjustments
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable and
accrued expenses $1,982,732 ($230,550) - -
Accrued interest 136,001 - - -
Current portion of long-term debt
23,109,235 - - (22,500,000)(a)
Other current liabilities 3,007,027 - - -
Total current liabilities 28,234,995 (230,550) (22,500,000)
Long-term debt 21,912,850 - - -
Other Liabilities 4,872,338 - - -
Shareholders' equity:
Common stock, par
value $.01 per share 99,647 - - -
Additional paid-in capital 32,525,944 - - -
Accumulated earnings
(deficit) 1,102,692 14,254,150 21,654 -
33,728,283 14,254,150 21,654 -
Total liabilities
and shareholder equity $88,748,466 $14,023,600 21,654 ($22,500,000)
(a) Adjust current portion of long-term debt for the repayment of $22.5 on
the Line of Credit with BMO from the proceeds of the West Palm Beach
radio station sale.
LIABILITIES AND SHAREHOLDERS' EQUITY ProForma
Combined
Current Liabilities:
Accounts payable and
accrued expenses $1,752,182
Accrued interest 136,001
Current portion of long-term debt
609,235
Other current liabilities 3,007,027
Total current liabilities 5,504,445
Long-term debt 21,912,850
Other Liabilities 4,872,338
Shareholders' equity:
Common stock, par
value $.01 per share 99,647
Additional paid-in capital 32,525,944
Accumulated earnings
(deficit) 15,378,496
48,004,087
Total liabilities
and shareholder equity $80,293,720
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
PRICE COMMUNICATIONS CORPORATION
Dated: November 17, 1994 By /s/Robert Price
Robert Price
President and Chief
Financial Officer
