<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 1
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000
Or
[ ] TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO ,19 .
---- ---- --
Commission File Number: 0-23102
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POWERTEL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 58-1944750
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1239 O.G. SKINNER DRIVE, WEST POINT, GEORGIA 31833
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (706) 645-2000
Indicate by a 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 [ ]
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Class Outstanding at November 10, 2000
Common Stock, $0.01 par value 31,464,385
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<PAGE> 2
EXPLANATORY NOTE
This Amendment No. 1 to Quarterly Report on Form 10-Q/A is
being filed to revise "Management's Discussion and Analysis of Financial
Condition and Results of Operations."
PART I -- FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
We provide PCS services in the southeastern United States. Our PCS
licenses encompass a territory of approximately 246,000 contiguous square miles
with a population of approximately 24.4 million people. We hold licenses to
serve the Atlanta, Georgia MTA, the Jacksonville, Florida MTA, the Memphis,
Tennessee/Jackson, Mississippi MTA and the Birmingham, Alabama MTA and 13 BTAs
in Kentucky and Tennessee. We hold 30 MHz of spectrum licensed for PCS in the
MTA Markets, and we hold 20 MHz of spectrum licensed for PCS in all of the BTA
Markets except for the Knoxville, Tennessee BTA, where we hold a license for 10
MHz of spectrum. We have one of the largest contiguous licensed PCS footprints
in the southeastern United States.
We introduced our PCS services in October 1996 in Jacksonville, Florida
and Montgomery, Alabama and, to date, have launched our PCS services in a total
of 34 markets in the Southeast. As of September 30, 2000, we had approximately
393,000 postpaid PCS subscribers and 410,000 prepaid PCS subscribers.
We incurred a net loss of $52.2 million for the three months ended
September 30, 2000, primarily as a result of the significant costs required to
maintain our expanding PCS network, the hiring and managing of required
personnel to operate our business and market our services, the subsidization of
handsets to our subscribers and the depreciation of equipment and amortization
of the PCS licenses. We expect to incur an operating loss for the remainder of
2000 as we continue to expand our PCS network, increase our subscriber base and
subsidize the cost of handsets to our subscribers.
Historically, average revenues per subscriber in the wireless industry
have gradually declined, which we believe is the result of an increasing number
of casual users as wireless service becomes more prevalent, as well as intense
competition within the wireless industry. We believe the potential negative
impact of these trends on our earnings will be mitigated by our continued focus
on offering bundled products and services designed to encourage our subscribers
to purchase higher-priced rate plans and continually introducing enhanced
features such as text messaging. We also believe the potential negative impact
of these trends will be mitigated in the future through the introduction of
additional value-added services primarily in the wireless data area.
Minimizing subscriber attrition, or "churn," remains a challenge as our
subscriber base grows and competition intensifies. We generated an average
monthly churn rate of 5.4% for the three months ended September 30, 2000, as
compared to 3.3% for the same period of 1999. We believe our increased churn
rate is related to the continued growth of our prepaid subscriber base as a
percentage of our overall subscriber base, as well as increased competition in
our markets. We believe our emphasis on offering bundled products and services
and enhanced features, as well as superior customer service will enable us to
retain our most profitable subscribers in the future.
We use the Global System for Mobile Communications ("GSM") technology.
We are a member of the GSM Alliance, a consortium of PCS carriers who offer
GSM-based PCS service throughout North America. All members of the GSM Alliance
have executed roaming agreements with each other, which allows GSM customers to
roam throughout many major metropolitan areas in the United States and Canada.
Additionally, we have signed a substantial number of international roaming
agreements and expect to sign numerous others with international GSM carriers to
facilitate international roaming, which we officially launched during August
1999.
<PAGE> 3
RECENT DEVELOPMENTS
Merger with Deutsche Telekom AG or VoiceStream Wireless Corporation
On August 26, 2000, we entered into the DT/Powertel Merger Agreement
with DT providing for the merger of Powertel with a subsidiary of DT, with
Powertel surviving. On August 26, 2000, we also entered into the
VoiceStream/Powertel Merger Agreement with VoiceStream providing for the merger
of Powertel with a subsidiary of VoiceStream, with Powertel surviving. The
DT/Powertel Merger Agreement and the VoiceStream/Powertel Merger Agreement are
mutually exclusive. If the DT/VoiceStream Merger closes as contemplated by the
DT/VoiceStream Merger Agreement, then we will merge with a subsidiary of DT in
accordance with the terms of the DT/Powertel Merger Agreement, and the
VoiceStream/Powertel Merger Agreement will terminate. However, if the
DT/VoiceStream Merger Agreement is terminated, then the DT/Powertel Merger
Agreement will terminate, and we will merge with a subsidiary of VoiceStream in
accordance with the terms of the VoiceStream/Powertel Merger Agreement. As a
result of these mergers, Powertel would become a wholly-owned subsidiary of
either Deutsche Telekom or VoiceStream, and stockholders of Powertel would cease
to be Powertel stockholders and would become stockholders of either Deutsche
Telekom or VoiceStream, depending upon which merger is consummated. Following
either of these mergers, the operations of Powertel would be integrated with the
wireless operations of Deutsche Telekom or VoiceStream, as the case may be.
The closing of each of the DT/Powertel Merger and the
VoiceStream/Powertel Merger is subject to regulatory approvals, Powertel
stockholder approval and other customary closing conditions. Various regulatory
agencies, including the Federal Communications Commission, the Federal Trade
Commission, the Department of Justice and the Committee on Foreign Investment in
the United States, may not grant the necessary approvals, or may condition or
restrict their approvals in a manner that is materially adverse to us, Deutsche
Telekom or VoiceStream. As a result, or if we, Deutsche Telekom or VoiceStream
fail to meet other closing conditions, the completion of the mergers may be
jeopardized or delayed.
Legislation has also been introduced in the U.S. Congress that, if
enacted, might prevent the FCC from approving the transfer of wireless licenses
to a corporation of which a foreign government owns more than 25 percent.
Because the German government currently owns approximately 58.2 percent of
Deutsche Telekom's outstanding shares and would own approximately 44 percent of
those shares following the mergers, this legislation, if enacted, would bar the
FCC from approving Deutsche Telekom's mergers with VoiceStream and Powertel. It
appears unlikely that Congress will enact such legislation this year. However,
legislation with similar effect could be reintroduced when a new Congress
convenes in January 2001.
In connection with the Deutsche Telekom/Powertel merger, we have agreed
to pay Deutsche Telekom a termination fee of $150 million plus expenses not to
exceed $10 million if an proposal for an alternative transaction is announced or
publicly disclosed or not withdrawn, the Deutsche Telekom/Powertel Merger
Agreement is terminated because it is not approved by our stockholders, and
within 6 months after the termination of the merger agreement, we enter into a
definitive agreement with a third party with respect to an alternative
transaction.
In addition, Powertel has agreed to pay VoiceStream a termination fee
of $150 million plus expenses not to exceed $10 million if the
VoiceStream/Powertel Merger Agreement is terminated due to a failure of our
stockholders to approve the VoiceStream/Powertel Merger or due to our failure to
comply with a convenant or our breach of a representation or warranty contained
in the Powertel/VoiceStream Merger Agreement. If we owe a termination fee to
both Deutsche Telekom and VoiceStream, instead of owing them each $150 million
plus up to $10 million in expenses, we would instead pay each of them $75
million, plus their share of an aggregate of $10 million in expenses.
Similarly, VoiceStream has agreed to pay Powertel a termination fee of
$150 million plus expenses not to exceed $10 million if the VoiceStream/Powertel
Merger Agreement is terminated due to VoiceStream's failure to comply with a
convenant or its breach of a representation or warranty contained in the
Powertel/VoiceStream Merger Agreement.
-3-
<PAGE> 4
Formation of Eliska Ventures and Acquisition of DiGiPH PCS
Pursuant to a stock purchase agreement dated May 30, 2000 with Eliska
Ventures, we agreed to purchase 12,475 shares of the Series A Preferred Stock of
Eliska Ventures for $125 million. In addition, Sonera and Eliska Investors
entered into stock purchase agreements with Eliska Ventures on May 30, 2000.
Under these agreements, Sonera agreed to invest $75 million in Eliska Ventures
in exchange for 7,525 shares of its Series B Preferred Stock and Eliska
Investors agreed to invest $50 million in Eliska Ventures in exchange for 5,000
shares of its common stock. Eliska Investors' investment will be made by
delivery of $1 million in cash and a $49 million promissory note secured by
4,900 of the shares purchased by Eliska Investors. Assuming the closing of these
transactions, we will have a 49.9% equity interest and a 24.95% voting interest
in Eliska Ventures, Sonera will have a 30.1% equity interest and a 15.05% voting
interest, and Eliska Investors will have a 20% equity interest and 60% voting
interest.
Eliska Ventures is being formed to acquire substantially all of the
assets, business and operations of, and certain related liabilities of, DiGiPH
PCS, including the assignment of the FCC licenses held by DiGiPH PCS. The
aggregate purchase price for the Asset Acquisition is $375 million, subject to
adjustment upward or downward for certain performance and post-closing matters.
In connection with the Asset Acquisition, we intend to enter into a technical
services agreement with Eliska Ventures for management, technical and consulting
services. Pursuant to this agreement, we will assist Eliska Ventures in
marketing its services under the Powertel brand name, expanding distribution
channels and increasing network coverage in the market areas covered by the FCC
licenses to be acquired by Eliska Ventures. One of our subsidiaries has loaned
Eliska Ventures $27.3 million to fund its pre-closing deposit in connection with
the Asset Acquisition and certain other expenses pending closing. This loan
becomes due and payable in full at the closing of the Asset Acquisition.
On May 30, 2000, we entered into a stock purchase agreement with Sonera
whereby Sonera agreed to purchase $125 million of our common stock subject to
the closing of the formation of Eliska Ventures. The purchase price for the
common stock is $71.80 per share.
In connection with the formation of Eliska Ventures, we entered into a
put agreement with each of Sonera and Eliska Investors. Pursuant to the put
agreement with Sonera, we agreed that, from October 1, 2001 until June 30, 2002,
Sonera may sell all of its interest in Eliska Ventures to us in exchange for
1,044,568 shares of our common stock. At any time, we have a right of first
offer on Sonera's stock in Eliska Ventures in the event Sonera desires to sell
such stock to a third party. Pursuant to the put agreement with Eliska
Investors, we agreed that, from October 1, 2001 until October 30, 2001, Eliska
Investors may sell its initial $1 million interest in Eliska Ventures to us in
exchange for 13,928 shares of our common stock or $1.5 million in cash. In such
an event, the remaining ownership interest of Eliska Investors in Eliska
Ventures would be cancelled, subject to the receipt of regulatory approvals. In
addition, if Eliska Investors has fully satisfied its obligations under the $49
million promissory note to Eliska Ventures, we agreed that, from July 2, 2003
until July 31, 2003, Eliska Investors may exchange all of its interest in Eliska
Ventures for shares of our common stock at fair market value. Any time, we have
a right of first refusal with respect to Eliska Investors' interest in Eliska
Ventures in the event that Eliska Investors desires to sell its stock to a third
party.
The formation of Eliska Ventures, Sonera's investment in our common
stock and the Asset Acquisition are subject to the satisfaction of a number of
conditions prior to closing, including the receipt of regulatory approval from
the FCC, and there can be no assurance that any of these transactions will be
consummated on the terms currently negotiated or at all. In management's
opinion, however, these transactions are anticipated to close during the first
quarter of 2001.
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<PAGE> 5
RESULTS OF OPERATIONS
Three Months Ended September 30, 2000 Compared to Three Months Ended September
30, 1999
The following table sets forth our service revenues and equipment sales
and related gross margins, as well as overall operating and other costs and
margins, for each of the three months ended September 30, 2000 and 1999.
<TABLE>
<CAPTION>
THREE MONTHS ENDED
SEPTEMBER 30,
-------------------------
2000 1999
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(DOLLARS IN THOUSANDS)
(UNAUDITED)
<S> <C> <C>
SERVICE REVENUES & COST ANALYSIS:
Service revenues:
Postpaid revenues ............................. $ 60,075 $ 46,568
Prepaid revenues .............................. 43,027 14,509
Roaming revenues .............................. 4,059 1,651
Other revenues ................................ 6,151 3,673
---------- ----------
Total service revenues ...................... 113,312 66,401
Cost of services ................................. 25,384 15,920
---------- ----------
Gross margin .................................. $ 87,928 $ 50,481
========== ==========
EQUIPMENT SALES & COST ANALYSIS:
Equipment sales .................................. $ 4,975 $ 5,955
Cost of equipment sales .......................... 26,578 17,072
---------- ----------
Gross margin .................................. $ (21,603) $ (11,117)
========== ==========
OPERATING MARGIN ANALYSIS:
Total revenues and sales ......................... $ 118,287 $ 72,356
---------- ----------
Operating expenses:
Cost of services and equipment sales .......... 51,962 32,992
Operations .................................... 18,105 14,800
Selling and marketing ......................... 32,714 22,933
General and administrative .................... 11,498 10,503
Depreciation .................................. 23,662 19,372
Amortization .................................. 2,552 2,550
---------- ----------
Total operating expenses .................... 140,493 103,150
---------- ----------
Operating loss ................................... (22,206) (30,794)
Interest expense, net ............................ 30,316 25,695
Miscellaneous income ............................. (293) (67)
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Loss before income taxes ......................... (52,229) (56,422)
Income tax provision ............................. -- --
---------- ----------
Net loss ...................................... (52,229) (56,422)
Dividends on Cumulative, Convertible
Redeemable Preferred Stock .................... (2,437) (2,437)
---------- ----------
Net loss attributable to common stockholders ..... $ (54,666) $ (58,859)
========== ==========
OTHER SUPPLEMENTAL DATA:
Subscribers at end of period ..................... 803,000 438,000
Capital expenditures ............................. $ 56,055 $ 45,791
</TABLE>
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<PAGE> 6
Postpaid service revenues increased $13.5 million, or 29.0%, for the
three months ended September 30, 2000 as compared to the same period of 1999,
which is primarily the result of our continued subscriber growth. Our postpaid
subscribers grew to approximately 393,000 at September 30, 2000, from
approximately 319,000 at September 30, 1999, of which approximately 10,000 net
postpaid subscribers were added during the three months ended September 30, 2000
as compared to approximately 27,000 for the same period of 1999. We believe this
decrease in the rate in postpaid subscriber growth is due in part to the
expanded distribution and increased availability of our prepaid service launched
in late 1998.
The average monthly service revenue ("RPU") per postpaid subscriber
increased to $51.61 for the three months ended September 30, 2000 as compared to
$50.89 for the same period of 1999. We believe this increase in RPU reflects the
success of our rate plans that emphasize bundled airtime and toll minutes for
higher-priced plans, as well as an increase in the average minutes of use per
subscriber.
Prepaid service revenues increased $28.5 million, or 196.6%, for the
three months ended September 30, 2000 as compared to the same period of 1999.
Our prepaid subscribers grew to approximately 410,000 at September 30, 2000,
from approximately 119,000 at September 30, 1999, of which approximately 67,000
net prepaid subscribers were added during the three months ended September 30,
2000, as compared to approximately 29,000 for the same period of 1999. A
significant portion of our prepaid subscriber growth for the three months ended
September 30, 2000 is attributable to our "Ready to Call" kit promotional
offering and our third quarter 2000 "50% more minutes" promotional offering.
RPU per prepaid subscriber decreased to $38.65 for the three months
ended September 30, 2000 as compared to $46.40 for the same period of 1999. We
believe this decrease in RPU is attributable primarily to the introduction of
lower-denominated prepaid cards for airtime renewals.
Roaming revenues (including roaming long distance) increased $2.4
million, or 145.9%, for the three months ended September 30, 2000 as compared to
the same period of 1999. This increase is due primarily to an increase in the
number of roamers and usage per roamer, which we believe is the result of
increased penetration levels by surrounding GSM carriers and our success in
obtaining roaming agreements with these carriers. We also launched international
roaming in August 1999 and currently have agreements with other GSM carriers in
more than 50 countries outside North America.
Other service revenues, which include activation fees and
interconnection fees billed to local exchange carriers ("LECs") for connections
to our PCS network, increased $2.5 million, or 67.5%, for the three months ended
September 30, 2000 as compared to the same period of 1999. This increase is due
primarily to the increase in new subscribers and a continued increase in
interconnection fees as a result of increased utilization of our network by
LECs.
Cost of services includes the cost of interconnection with LEC
facilities, direct cell site costs (property taxes and insurance, site lease
costs and electric utilities), roaming validation (provided by a third-party
clearinghouse), long distance toll costs and certain prepaid subscriber-related
fees. Cost of services increased $9.5 million, or 59.4%, for the three months
ended September 30, 2000 as compared to the same period of 1999. This increase
is due primarily to the costs of providing service to our prepaid subscriber
base, including sales commissions on prepaid card renewals, taxes and other
surcharges that we do not bill to our prepaid subscribers and
intelligent-network management fees. We also experienced a substantial increase
in our roaming costs due to the increase in postpaid subscribers on our 50-State
Rate plans.
We generated a negative equipment margin of 434.2% on $5.0 million of
sales during the three months ended September 30, 2000 as compared to a negative
margin of 187.0% on $6.0 million of sales for the same period of 1999. Although
we experienced a continued decrease in the average cost of handsets, we sold our
handsets at disproportionately low prices for competitive reasons. We also
subsidized the handset associated with our prepaid "Ready to Call" kit more
heavily than our other handset models and offered handset credits to all
postpaid subscribers who activated during the three months ended September 30,
2000. We expect to continue subsidizing the cost of handsets to subscribers for
the foreseeable future.
-6-
<PAGE> 7
Operations costs, which include the costs of managing and maintaining
our PCS system, customer service, credit and collections (including bad debt)
and inventory management increased $3.3 million, or 22.3%, for the three months
ended September 30, 2000 as compared to the same period of 1999. Our personnel
costs increased due to providing customer service through our centralized call
center to the growing subscriber base and our network maintenance costs
increased due to our expanding PCS network and certain equipment warranty
expirations.
Selling and marketing costs increased $9.8 million, or 42.7%, for the
three months ended September 30, 2000 as compared to the same period of 1999.
Substantially all of this increase is attributable to an increase in advertising
to support our promotional campaigns and the continued expansion of our sales
distribution channels, including increases in personnel, commissions and retail
location costs.
General and administrative costs increased $1.0 million, or 9.5%, for
the three months ended September 30, 2000 as compared to the same period of
1999. Substantially all of this increase is attributable to increased personnel,
facilities and computer systems costs at our corporate and regional
administrative offices and information technology center to support our rapidly
growing operations.
Depreciation and amortization increased $4.3 million, or 19.6%, for the
three months ended September 30, 2000 as compared to the same period of 1999 and
consists principally of the depreciation of the PCS network and the amortization
of PCS licenses. Substantially all of the increase is attributable to
depreciation associated with the 156 additional cell sites that we placed in
service since September 30, 1999, as well as depreciation of computer systems
and infrastructure costs required to manage the administrative functions of our
business.
Net consolidated interest expense increased $4.6 million, or 18.0%, for
the three months ended September 30, 2000 as compared to the same period of
1999. This increase in net interest expense is the result primarily of an
increase in our bond accretion expense, as well as a decrease in interest income
due to a reduction in cash available for investment.
The effective income tax rate for the three months ended September 30,
2000 and 1999 was 0%. We generated a net loss of $52.2 million for the three
months ended September 30, 2000 and expect to incur a net loss for the remainder
of 2000. We will not recognize the tax benefit of these losses until management
determines that it is more likely than not that such benefit is realizable.
-7-
<PAGE> 8
Nine Months Ended September 30, 2000 Compared to Nine Months Ended September 30,
1999
The following table reflects the composition of our cellular and PCS
service revenue and equipment sales and related gross margins, as well as
overall operating and other costs and margins, for each of the nine months ended
September 30, 2000 and 1999. Our historical results of operations, particularly
in view of the sale of our cellular telephone assets in April 1999, will not be
comparable with future periods.
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
-----------------------------------------------------
2000 1999
---------- --------------------------------------
COMBINED
CELLULAR
AND
TOTAL CELLULAR PCS PCS
---------- -------- ---------- ----------
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<S> <C> <C> <C> <C>
SERVICE REVENUES & COST ANALYSIS:
Service revenues:
Postpaid revenues ............................. $ 170,263 $ 3,922 $ 124,260 $ 128,182
Prepaid revenues .............................. 116,994 -- 34,739 34,739
Roaming revenues .............................. 9,288 2,597 4,319 6,916
Other revenues ................................ 16,072 173 7,911 8,084
---------- -------- ---------- ----------
Total service revenues ...................... 312,617 6,692 171,229 177,921
Cost of services ................................. 71,272 564 42,078 42,642
---------- -------- ---------- ----------
Gross margin .................................. $ 241,345 $ 6,128 $ 129,151 $ 135,279
========== ======== ========== ==========
EQUIPMENT SALES & COST ANALYSIS:
Equipment sales .................................. $ 17,941 $ 316 $ 20,061 $ 20,377
Cost of equipment sales .......................... 77,046 598 48,052 48,650
---------- -------- ---------- ----------
Gross margin .................................. $ (59,105) $ (282) $ (27,991) $ (28,273)
========== ======== ========== ==========
OPERATING MARGIN ANALYSIS:
Total revenues and sales ......................... $ 330,558 $ 7,008 $ 191,290 $ 198,298
---------- -------- ---------- ----------
Operating expenses:
Cost of services and equipment sales .......... 148,318 1,162 90,130 91,292
Operations .................................... 49,131 576 46,043 46,619
Selling and marketing ......................... 86,098 658 64,756 65,414
General and administrative .................... 33,817 537 29,892 30,429
Depreciation .................................. 67,327 521 57,581 58,102
Amortization .................................. 7,654 -- 7,661 7,661
---------- -------- ---------- ----------
Total operating expenses .................... 392,345 3,454 296,063 299,517
---------- -------- ---------- ----------
Operating (loss) income .......................... (61,787) $ 3,554 $ (104,773) (101,219)
======== ==========
Interest expense, net ............................ 86,379 80,889
Gain on sale of assets ........................... -- (127,161)
Miscellaneous income ............................. (716) (209)
---------- ----------
Loss before income taxes ......................... (147,450) (54,738)
Income tax provision ............................. -- --
---------- ----------
Net loss ...................................... (147,450) (54,738)
Dividends on Cumulative, Convertible
Redeemable Preferred Stock .................... (7,312) (7,312)
---------- ----------
Net loss attributable to common stockholders ..... $ (154,762) $ (62,050)
========== ==========
OTHER SUPPLEMENTAL DATA:
Subscribers at end of period ..................... 803,000 -- 438,000 438,000
Capital expenditures ............................. $ 85,277 $ 326 $ 97,657 $ 97,983
</TABLE>
-8-
<PAGE> 9
The following discussion reflects the results of operations for our PCS
line of business only. We sold substantially all of the assets for our cellular
line of business in the second quarter of 1999.
Postpaid service revenues increased $46.0 million, or 37.0%, for the
nine months ended September 30, 2000 as compared to the same period of 1999,
which is primarily the result of our continued subscriber growth. Our postpaid
subscribers grew to approximately 393,000 at September 30, 2000, from
approximately 319,000 at September 30, 1999, of which approximately 52,000 net
postpaid subscribers were added during the nine months ended September 30, 2000
as compared to approximately 65,000 for the same period of 1999. We believe this
decrease in the rate in postpaid subscriber growth is due in part to the
expanded distribution and increased availability of our prepaid service launched
in late 1998. A significant portion of our postpaid subscriber growth for the
nine months ended September 30, 2000 is attributable to our 50-State Rate plans
and our "50% more minutes" promotional offerings, which we introduced in the
first quarter of 2000.
RPU per postpaid subscriber increased to $50.99 for the nine months
ended September 30, 2000 as compared to $49.04 for the same period of 1999. We
believe this increase in RPU reflects the success of our rate plans that
emphasize bundled airtime and toll minutes for higher-priced plans, as well as
an increase in the average minutes of use per subscriber.
Prepaid service revenues increased $82.3 million, or 236.8%, for the
nine months ended September 30, 2000 as compared to the same period of 1999. Our
prepaid subscribers grew to approximately 410,000 at September 30, 2000, from
approximately 119,000 at September 30, 1999, of which approximately 205,000 net
prepaid subscribers were added during the nine months ended September 30, 2000
as compared to approximately 78,000 for the same period of 1999. A significant
portion of our prepaid subscriber growth for the nine months ended September 30,
2000 is attributable to our "Ready to Call" kit promotional offering.
RPU per prepaid subscriber decreased to $41.27 for the nine months
ended September 30, 2000 as compared to $49.71 for the same period of 1999. We
believe this decrease in RPU is attributable primarily to the introduction of
lower-denominated prepaid cards for airtime renewals.
Roaming revenues (including roaming long distance) increased $5.0
million, or 115.0%, for the nine months ended September 30, 2000 as compared to
the same period of 1999. This increase is due primarily to an increase in the
number of roamers and usage per roamer, which we believe is the result of
increased penetration levels by surrounding GSM carriers and our success in
obtaining roaming agreements with these carriers. We also launched international
roaming in August 1999 and currently have agreements with other GSM carriers in
more than 50 countries outside North America.
Other service revenues, which include activation fees and
interconnection fees billed to LECs for connections to our network, increased
$8.2 million, or 103.2%, for the nine months ended September 30, 2000 as
compared to the same period of 1999. This increase is due primarily to the
increase in new subscribers and a continued increase in interconnection fees as
a result of increased utilization of our network by LECs.
Cost of services includes the cost of interconnection with LEC
facilities, direct cell site costs (property taxes and insurance, site lease
costs and electric utilities), roaming validation (provided by a third-party
clearinghouse), long distance toll costs and certain prepaid subscriber-related
fees. Cost of services increased $29.2 million, or 69.4%, for the nine months
ended September 30, 2000 as compared to the same period of 1999. This increase
is due primarily to the costs of providing service to our prepaid subscriber
base, including sales commissions on prepaid card renewals, taxes and other
surcharges that we do not bill to our prepaid subscribers and
intelligent-network management fees. We also experienced a substantial increase
in our roaming costs due to the increase in postpaid subscribers on our 50-State
Rate plans and an increase in interconnection due to increased usage of our
network.
We generated a negative equipment margin of 329.4% on $17.9 million of
sales during the nine months ended September 30, 2000 as compared to a negative
margin of 140.0% on $20.1 million of sales for the same period of 1999. Although
we experienced a continued decrease in the average cost of handsets, we sold our
handsets at disproportionately low prices for competitive reasons. We also
subsidized the handset associated with our prepaid "Ready to Call" kit more
heavily than our other handset models and offered handset credits to all
-9-
<PAGE> 10
postpaid subscribers who activated during the nine months ended September 30,
2000. We expect to continue subsidizing the cost of handsets to subscribers for
the foreseeable future.
Operations costs, which include the costs of managing and maintaining
our PCS system, customer service, credit and collections (including bad debt)
and inventory management increased $3.1 million, or 6.7%, for the nine months
ended September 30, 2000 as compared to the same period of 1999. Our personnel
costs increased due to providing customer service through our centralized call
center to the growing subscriber base and our network maintenance costs
increased due to our expanding PCS network and certain equipment warranty
expirations. These increases were offset by a substantial reduction in bad debt
provisions resulting from the success of our prepaid service, as well as
improvements in credit and collections associated with our postpaid subscriber
base.
Selling and marketing costs increased $21.3 million, or 33.0%, for the
nine months ended September 30, 2000 as compared to the same period of 1999.
Substantially all of this increase is attributable to an increase in advertising
to support our promotional campaigns and the continued expansion of our sales
distribution channels, including increases in personnel, commissions and retail
location costs.
General and administrative costs increased $3.9 million, or 13.1%, for
the nine months ended September 30, 2000 as compared to the same period of 1999.
Substantially all of this increase is attributable to increased personnel,
facilities and computer systems costs at our corporate and regional
administrative offices and information technology center to support our rapidly
growing operations.
Depreciation and amortization increased $9.7 million, or 14.9%, for the
nine months ended September 30, 2000 as compared to the same period of 1999 and
consists principally of the depreciation of the PCS network and the amortization
of PCS licenses. Substantially all of the increase is attributable to
depreciation associated with the 156 additional cell sites that we placed in
service since September 30, 1999, as well as depreciation of computer systems
and infrastructure costs required to manage the administrative functions of our
business.
Net consolidated interest expense increased $5.5 million, or 6.8%, for
the nine months ended September 30, 2000 as compared to the same period of 1999.
This increase in net interest expense is the result primarily of an increase in
our bond accretion expense, which was partially offset by an increase in
interest income earned on the additional cash available for investment due to
asset sales in 1999.
The effective income tax rate for the nine months ended September 30,
2000 and 1999 was 0%. We generated a net loss of $147.5 million for the nine
months ended September 30, 2000 and expect to incur a net loss for the remainder
of 2000. We will not recognize the tax benefit of these losses until management
determines that it is more likely than not that such benefit is realizable.
LIQUIDITY AND CAPITAL RESOURCES
We had cash and cash equivalents of $234.2 million at September 30,
2000 as compared to $371.4 at December 31, 1999. For the nine months ended
September 30, 2000, we used net cash of $36.6 million for operating activities
as compared to $73.9 million for the same period of 1999. The cash impact of the
net loss from operations totaled $147.5 million but was partially offset by
$75.0 million of depreciation and amortization and $57.3 million of bond
accretion on the senior discount notes, as well as an increase in accounts
receivable of $14.9 million.
Cash used in investing activities was $110.4 million for the nine
months ended September 30, 2000 as compared to cash provided from investing
activities of $263.8 million for the same period of 1999. Investing activities
for the nine months ended September 30, 2000 consisted primarily of capital
expenditures of $85.3 million and investments in an unconsolidated affiliate of
$27.3 million. The investment in the unconsolidated affiliate represents a loan
of $27.3 million to Eliska Ventures to fund its pre-closing deposit in
connection with the Asset Acquisition and certain other expenses pending
closing. See "Recent Developments" above for further information on the
transactions with Eliska Ventures and the Asset Acquisition. We also liquidated
$16.2 million of short-term investments to satisfy our commitment to make the
last of the first six scheduled interest payments on the 11.125% Senior Notes
due June 2007 from restricted cash. At September 30, 2000, we had no restricted
cash on our balance sheet.
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Cash provided from financing activities was $9.7 million for the nine
months ended September 30, 2000 as compared to $8.9 million for the same period
of 1999. Financing activities for the nine months ended September 30, 2000
consisted primarily of proceeds from the exercise of stock options and warrants
of $19.5 million, which was partially offset by repayments of our credit
facility of $9.7 million.
We maintain a $265 million credit facility, which funded our purchase
of PCS network equipment and services for our initial buildout. We have borrowed
the maximum amount available under the credit facility. We are repaying the
aggregate amount of the advances made in each calendar year (1996-1999) under
the credit facility in twenty equal quarterly installments, with the last
installment in an amount necessary to repay in full the remaining outstanding
balance. We paid the first such installment in March 2000.
Total capital expenditures, including capital expenditures for
information technology and support of the PCS business, were $85.3 million for
the nine months ended September 30, 2000, as compared to $98.0 million for the
same period of 1999. We currently estimate that capital expenditures will total
approximately $30 million for the remainder of 2000. These expenditures are
primarily to enhance and expand our network in existing markets in order to
increase capacity and to satisfy subscriber needs and competitive requirements.
We will continue to upgrade our network capacity and service quality,
particularly as they relate to our prepaid service intelligent-network platform,
to support our anticipated subscriber growth.
Although we have completed the initial buildout of our PCS system, we
continue to require significant amounts of capital to fund the operation and
expansion of our business. We achieved positive operating income before interest
expense, taxes, depreciation and amortization ("EBITDA") during each of the
first three quarters of 2000 and had positive EBITDA of $13.2 million for the
nine months ended September 30, 2000. We discuss EBITDA because it is a measure
commonly used in the industry. EBITDA is not a measurement of financial
performance under generally accepted accounting principles and should not be
considered an alternative to net income as a measure of performance or to cash
flow from operating activities (as determined in accordance with generally
accepted accounting principles) as a measure of liquidity. We believe our cash
on hand and cash flow from operations will be sufficient to fund our operations
for the remainder of 2000.
RECENT ACCOUNTING PRONOUNCEMENTS
In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin Number 101, "Revenue Recognition in Financial Statements,"
which provides additional guidance on the recognition of revenue in financial
statements for transactions not specifically addressed within the scope of
existing accounting pronouncements. We are currently evaluating the substance of
this bulletin to determine its impact on our financial statements, but do not
expect it to have a material impact on our financial statements.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This Report contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. These statements appear in a number of places in this
Report and include all statements that are not historical facts and which relate
to our intent, belief or current expectations, or that of our directors or
officers. In this Report, we may have made forward-looking statements with
respect to, among other things: (i) our future subscriber and revenue growth;
(ii) the proposed transactions with DT and VoiceStream and the acquisition of
the DiGiPH PCS assets; (iii) our financing plans, including our ability to
obtain financing in the future; (iv) trends affecting our financial condition or
results of operations; (v) our growth, prospects and operating strategies; and
(vi) our anticipated capital needs and capital expenditures. We caution
investors that any such forward-looking statements are not guarantees of future
performance and involve risks and uncertainties, and that actual results may
differ materially from those projected in forward-looking statements as a result
of: (i) factors affecting the availability, terms and cost of capital, risks
associated with the selection of our PCS digital protocol, competitive factors
and pricing pressures, general economic conditions, the failure of the market
demand for our products and services to be commensurate with our management's
expectations or past experience, issues associated with the management of our
growth, including the expansion of our network capacity, the impact of present
or future laws and regulations on our business, changes in operating expenses or
the failure of operating and buildout expenses to be consistent with our
management's expectations and the difficulty of accurately
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predicting the outcome and effect of certain matters, such as matters involving
pending transactions, litigations and investigations; (ii) various factors
discussed herein; and (iii) those factors discussed in detail in our previous
filings with the Securities and Exchange Commission, including the "Risk
Factors" section of our Registration Statement on Form S-3 (Registration number
333-84981), as declared effective by the Securities and Exchange Commission on
September 24, 1999.
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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.
POWERTEL, INC.
December 5, 2000 /s/ Allen E. Smith
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Allen E. Smith
President and Chief Executive Officer
December 5, 2000 /s/ Fred G. Astor, Jr.
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Fred G. Astor, Jr.
Executive Vice President and Chief Financial Officer
(Chief Accounting Officer)
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