<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
[ ] Transition Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarter ended Commission File Number
December 31, 1995 0-13615
CELLCOM CORP.
(Exact name of Registrant as specified in its charter)
Delaware 06-1106964
(State of Incorporation) (IRS Employer ID Number)
520 South Fourth Street, Las Vegas, Nevada 89101
(Address of principal executive offices, including zip code)
(702) 896-8898
(Registrant's telephone number, including area code)
Indicate by check mark whether Registrant (1) has filed all reports to be filed
by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the
preceding 12 months (or for such period that the Registrant was required to file
such report(s), and (2) has been subject to the filing requirements for at least
the past 90 days.
X Yes No
--- ---
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS FOR THE LAST FIVE YEARS
Indicate by check mark whether registrant has filed all documentation and
reports required to be filed by Section 12, 13 or 15(d) of the Securities and
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
X Yes No
--- ---
The registrant had 11,558,605 shares of Common Stock outstanding as of January
31, 1996.
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CELLCOM CORP. AND SUBSIDIARIES
FORM 10-QSB INDEX
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<TABLE>
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PAGE #
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PART I- FINANCIAL INFORMATION
Condensed Consolidated Balance Sheets as of
December 31, 1995 (Unaudited) and September 30, 1995....... 3
Condensed Consolidated Statements of Operations for
the Three Months Ended December 31, 1995 and 1994
(Unaudited)................................................ 4
Condensed Consolidated Statements of Cash Flows for the
Three Months Ended December 31, 1995 and 1994 (Unaudited).. 5
Notes to the Condensed Consolidated Financial
Statements (Unaudited)..................................... 6
Management's Discussion and Analysis ...................... 8
PART II- OTHER INFORMATION
Exhibits and Reports on Form 8-K........................... 9
Signatures................................................. 10
</TABLE>
2
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CELLCOM CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1995 (UNAUDITED) AND SEPTEMBER 30, 1995
================================================================================
(Dollar amounts in thousands)
<TABLE>
<CAPTION>
12/31/95 09/30/95
-------- --------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 196 $ 225
Accounts receivable 0 1
Prepaid expenses 2 3
-------- --------
TOTAL CURRENT ASSETS $ 198 $ 229
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable 11 19
Taxes payable 53 53
-------- --------
TOTAL CURRENT LIABILITIES 64 72
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COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock, $.001 par value;
100,000,000 shares authorized
and 11,558,605 shares issued
and outstanding 12 12
Additional paid-in capital 10,989 10,989
Accumulated deficit (10,867) (10,844)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 134 157
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 198 $ 229
======== ========
</TABLE>
SEE NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
3
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CELLCOM CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED DECEMBER 31, 1995 AND 1994 (UNAUDITED)
================================================================================
(Dollar amounts in thousands except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended
December 31,
-------------------------------
1995 1994
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<S> <C> <C>
CONTINUING OPERATIONS
General and administrative $ 27 $ 26
Reorganization - professional fees 0 6
Interest income (2) (6)
Miscellaneous Income 0 (14)
----------- -----------
NET LOSS $ (25) $ (12)
=========== ===========
INCOME (LOSS) PER SHARE:
FROM CONTINUING OPERATIONS
BEFORE EXTRAORDINARY ITEM $ .00(1) $ .00(1)
EXTRAORDINARY ITEM .00 .00
----------- -----------
NET INCOME (LOSS) PER SHARE $ .00(1) $ .00(1)
=========== ===========
WEIGHTED AVERAGE NUMBER
OF SHARES: 11,558,605 11,558,605
=========== ===========
</TABLE>
(1) - Less than $.01 per share.
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
4
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CELLCOM CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED DECEMBER 31, 1995 AND 1994 (UNAUDITED)
================================================================================
(Dollar amounts in thousands)
<TABLE>
<CAPTION>
Three Months Ended
December 31,
-------------------
1995 1994
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<S> <C> <C>
CASH FLOWS USED FOR OPERATING ACTIVITIES:
Net income (loss) $ (25) $ (12)
Adjustments to reconcile net income
(loss) to net cash used for operating
activities:
Change in operating assets and liabilities:
Decrease in accounts receivable 1 45
Decrease in prepaid assets 1 1
Decrease in accounts payable (6) (14)
Decrease in accrued expenses 0 0
Decrease in taxes payable 0 0
----- -----
NET CASH PROVIDED BY (USED FOR)
OPERATING ACTIVITIES (29) (20)
----- -----
NET DECREASE IN CASH AND
CASH EQUIVALENTS (29) (20)
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 225 129
----- -----
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 196 $ 149
===== =====
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
INTEREST INCOME $ 2 $ 6
===== =====
INCOME TAXES PAID $ 0 $ 0
===== =====
</TABLE>
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
5
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CELLCOM CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
================================================================================
1. BASIS OF PRESENTATION
The financial information included herein has been prepared pursuant to
Statement of Position 90-7, "Financial Reporting by Entities in
Reorganization Under the Bankruptcy Code" ("SOP 90-7"). The
accompanying consolidated balance sheet distinguishes between
liabilities subject to compromise and liabilities not subject to
compromise pursuant to the Bankruptcy Code. The accompanying
consolidated financial statements of Cellcom Corp. and its subsidiaries
have been prepared on a going concern basis which contemplates the
realization of assets and the settlements of liabilities and
commitments in the ordinary course of business.
The financial information at December 31, 1995 and for the three months
ended December 31, 1995 are unaudited and reflect all adjustments (that
include only normal recurring adjustments) which are, in the opinion of
Management, necessary for a fair presentation of the financial
position, results of operations and cash flows for interim periods.
2. PETITION FOR RELIEF UNDER CHAPTER 11
On April 16, 1992, the Company filed voluntary petitions for relief
under Chapter 11 of the United States Bankruptcy Code (the "Petitions")
in the United States Bankruptcy Court of the Southern District of New
York (the "Court"). Under Chapter 11, certain claims against the
Company in existence prior to the filing of the Petitions for relief
under the federal bankruptcy laws were stayed while the Company
continued its business operations as debtor-in-possession.
On August 20, 1993, the Company filed a Modified Consolidated Plan of
Reorganization (the "Plan") with the Court. The "Post Confirmation
Order" was dated and notice was given on October 7, 1993. The Plan
called for a consolidation of the Company and its subsidiaries and for
the Company to continue to pursue collection of contingent assets.
Pursuant to the terms of the Plan, the Company has settled all
administrative, secured and priority claims. All funds remaining after
these collections have been distributed among the unsecured creditors
and the Company with the Company remaining responsible for the
collection expenses.
The Company has no operations. It is principally engaged in controlling
its assets (principally cash) and administering its liabilities. The
Company is in the process of evaluating
6
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potential business opportunities which could be attained by merger or
acquisition. In Management's opinion, if the Company embarks on a new
business venture, no assurance can be given regarding the future
success of such a business due to all the attendant costs and risks
associated with starting or acquiring a new business.
7
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CELLCOM CORP. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
================================================================================
OVERVIEW
Prior to April 1992, Cellcom Corp. and its subsidiaries (the "Company")
experienced declining working capital, net operating losses, negative
cash flow and increased rate of customer deactivations in certain
markets. Consequently, Management and the Board of Directors concluded
that it was in the best interest of the Company to seek protection from
its creditors under the U.S. Bankruptcy Code. Please see the
accompanying footnote to the consolidated financial statements.
LIQUIDITY AND CAPITAL RESOURCES
The Company has sufficient cash to pay its current and anticipated
operating expenses. The Company has a net operating loss carryforward
("NOL") of approximately $9 million for both financial reporting and
income tax purposes. The Company expects to use this NOL to offset
earnings in potential business opportunities. If the Company embarks on
a new business venture, no assurance can be given regarding the future
success of such a business due to all the attendant costs and risks
associated with starting or acquiring a new business.
RESULTS OF OPERATIONS
THREE MONTHS ENDED DECEMBER 31, 1995 AND 1994
The Company had no operating revenues for the three month period ended
December 31, 1995 or 1994. The Company realized miscellaneous income of
$0 and $14,000 during the three months ended December 31, 1995 and
1994, respectively, resulting from the receipt of refunds from taxing
authorities.
The Company incurred general and administrative expenses of $27,000 and
$26,000 during the three month period ended December 31, 1995 and 1994,
respectively. The Company continues to incur administrative expenses
even though it has no operations.
8
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PART II. - OTHER INFORMATION
Item 6. - Exhibits and reports on Form 8-K.
None.
9
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CELLCOM CORP. AND SUBSIDIARIES
SIGNATURES
================================================================================
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: February 14, 1996
Las Vegas, Nevada CELLCOM CORP.
By: /s/ Jay H. Brown
-----------------------------
Jay H. Brown
President and
Chief Executive Officer
(Principal Executive Officer)
By: /s/ David A. Obal
-----------------------------
David A. Obal
Chief Financial Officer
(Principal Financial and
Accounting Officer)
10
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EXHIBIT INDEX
Exhibit No. Description
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27 Financial Data Schedule.
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<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-END> DEC-31-1995
<CASH> 196
<SECURITIES> 0
<RECEIVABLES> 2
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 198
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 198
<CURRENT-LIABILITIES> 64
<BONDS> 0
0
0
<COMMON> 12
<OTHER-SE> 122
<TOTAL-LIABILITY-AND-EQUITY> 198
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 27
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (2)
<INCOME-PRETAX> (25)
<INCOME-TAX> 0
<INCOME-CONTINUING> (25)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (25)
<EPS-PRIMARY> .00
<EPS-DILUTED> .00
</TABLE>
