UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED MARCH 31, 1997
Commission file number: 0-26836
WIRELESS ONE, INC.
(Exact name of registrant specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
72-1300837
(I.R.S. Employer Identification No.)
11301 Industriplex Blvd., Suite 4
Baton Rouge, Louisiana
(Address of principal executive office)
70809-4115
(Zip code)
(504) 293-5000
(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 proceeding 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
------------ -----------
Number of shares of Common Stock outstanding as of April 29, 1997
16,946,697
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements Page No.
Condensed Consolidated Balance Sheets as of March
31, 1997 and December 31, 1996....................... 2
Condensed Consolidated Statements of Operations for
the three months ended March 31, 1997 and 1996....... 3
Condensed Consolidated Statements of Cash Flows for
the three months ended March 31, 1997 and 1996....... 4
Notes to Condensed Consolidated Financial
Statements........................................... 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.................. 7
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K..................... 11
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
WIRELESS ONE, INC.
Condensed Consolidated Balance Sheets
(unaudited)
March 31, December 31,
1997 1996
Assets
Current assets:
Cash and cash equivalents $ 79,026,164 $104,448,583
Marketable investment securities- 18,268,163 18,149,180
restricted
Subscriber receivables, net 1,254,176 998,734
Accrued interest and other receivables 975,054 464,166
Prepaid expenses 1,001,992 1,149,296
------------ ------------
Total current assets 100,525,549 125,209,959
Property and equipment, net 99,204,816 82,636,712
License and leased license investment, net 153,912,109 154,444,536
Marketable investment securities - restricted 18,976,186 18,885,565
Other assets 15,741,517 14,432,590
------------ ------------
$388,360,177 $395,609,362
============ ============
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 5,702,984 $ 4,105,994
Accrued expenses 7,258,125 6,775,218
Accrued interest 9,601,281 4,482,864
Current maturities of long-term debt 3,758,682 3,169,383
------------ ------------
Total current liabilities 26,321,072 18,533,459
Deferred income taxes 6,500,000 6,500,000
Long-term debt 303,776,708 299,909,221
------------ ------------
336,597,780 324,942,680
------------ ------------
Stockholders' equity:
Preferred stock, $.01 par value,
10,000,000 shares authorized,
no shares issued or outstanding - -
Common stock, $.01 par value, 50,000,000
shares authorized, 16,946,697shares
issued and outstanding 169,467 169,467
Additional paid-in capital 120,284,507 120,284,507
Accumulated deficit (68,691,577) (49,787,292)
------------ ------------
Total stockholders' equity 51,762,397 70,666,682
------------ ------------
$388,360,177 $395,609,362
============ ============
See accompanying notes to condensed consolidated financial statements.
WIRELESS ONE, INC.
Condensed Consolidated Statements of Operations
(unaudited)
Months Ended
March 31,
1997 1996
---- ----
Revenues $ 7,076,918 $ 961,201
------------ ------------
Operating expenses:
System operations 4,863,347 1,083,525
Selling, general and administrative 6,149,280 2,109,970
Depreciation and amortization 6,257,440 964,005
17,270,067 4,157,500
------------ ------------
Operating loss (10,193,149) (3,196,299)
------------ ------------
Other income (expense):
Interest expense (10,305,103) (5,009,893)
Interest income 1,742,770 2,126,360
Equity in losses of affiliate (152,135)
Other 3,332 -
------------ ------------
Total other income (expense) (8,711,136) (2,883,533)
Net loss (18,904,285) (6,079,832)
============ ============
Net loss per share $ (1.12) $ (.45)
============ ============
Weighted average common shares
outstanding 16,946,697 13,498,752
============ ============
See accompanying notes to condensed consolidated financial statements.
WIRELESS ONE, INC.
Condensed Consolidated Statements of Cash Flows
(unaudited)
Three Months Ended
March 31,
1997 1996
Cash flows from operating activities:
Net loss $(18,904,285) $ (6,079,832)
Adjustments to reconcile net loss to
net cash used in operating activities:
Bad debt expense 314,614 23,694
Depreciation and amortization 6,257,440 768,897
Amortization of debt discount 4,810,909 326,005
Accretion of interest income (209,604) (288,245)
Equity in losses of affiliates 152,135 -
Gain on sale of assets (3,332) -
Changes in assets and liabilities:
Receivables (1,080,944) (427,815)
Prepaid expenses 147,304 208,657
Deposits (99,698) -
Accounts payable and accrued expenses 7,198,312 5,444,480
------------ ------------
Net cash used in operating activities (1,417,149) (24,159)
------------ ------------
Cash flows from investing activities:
Purchase of investments and other assets (1,640,000) (209,021)
Capital expenditures (21,676,135) (9,195,283)
Acquisition of license investment (673,072) (1,986,390)
Proceeds from sale of assets 59,424 -
------------ ------------
Net cash used in investing activities (23,929,783) (11,390,694)
------------ ------------
Cash flows from financing activities -
principal payments on long term debt (75,487) (1,319)
------------ ------------
Net decrease in cash (25,422,419) (11,416,172)
Cash and cash equivalents at beginning of
period 104,448,583 110,380,329
------------ ------------
Cash and cash equivalents at end of period $ 79,026,164 $ 98,964,157
============ ============
See accompanying notes to condensed consolidated financial statements.
WIRELESS ONE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 1997
(1) Description of Business and Summary of Significant Accounting Policies
(a) Description of Organization
Wireless One Inc. is engaged in the business of developing,
owning, and operating wireless cable television systems primarily
in southern and southeastern United States markets. At March 31,
1997, the Company had 33 systems in operation ("Operating
Systems") and 50 other markets either under construction or in
development ("Future Launch Markets"), 13 of which are held by a
50% owned joint venture.
(b) Consolidation Policy
The condensed consolidated financial statements include the
accounts of the Company and its majority-owned subsidiaries. All
significant inter-company balances and transactions are
eliminated in consolidation.
(c) Interim Financial Information
The condensed consolidated financial statements are unaudited
and reflect all adjustments (consisting only of normal recurring
adjustments) which are, in the opinion of management, necessary
for a fair presentation of the financial position and operating
results for the interim periods. The condensed consolidated
financial statements should be read in conjunction with the
consolidated financial statements and notes thereto, together
with the management's discussion and analysis of financial
condition and results of operations, contained in the Company's
Annual Report on Form 10-K for the fiscal year ended December 31,
1996. The results of operations for the interim periods are not
necessarily indicative of the results for the entire fiscal year
ending December 31, 1997.
(d) Net Loss Per Share
Net loss per share is based on the net loss divided by the
weighted average number of common shares outstanding during the
period presented. Shares issuable upon exercise of stock options
and warrants are anti-dilutive and have been excluded from the
calculation.
(e) Reclassification
Certain expenses for the period ended March 31, 1996 have been
reclassified to conform with current period's presentation.
(f) Liquidity
The growth of the Company's business has and will require
substantial investment on a continuing basis to finance capital
expenditures and related expenses for expansion of the Company's
customer base and system development. In addition, the Company
has recorded net losses since inception and expects to continue
to experience net losses while it develops and expands its
wireless cable systems. Management expects that the Company will
require significant additional financings, through debt or equity
financings, joint ventures, sales of assets, or other
arrangements, to achieve the targeted subscriber levels in its
current business plans and to cover ongoing operating losses.
Additional debt or equity also may be required to finance future
acquisitions of wireless cable companies, wireless cable systems
or channel rights, if any. While management believes the Company
will be able to obtain additional debt or equity capital on
satisfactory terms to meet its future financing needs, there can
be no assurance that either additional debt or equity capital
will be available on such terms.
(g) Change in Estimate
Based on management's periodic review of the assumptions used in
determining the estimated useful lives of the Company's
depreciable assets, the Company has changed its estimated useful
life for subscriber equipment from five years to four years
effective January 1, 1997. The impact of this change resulted in
increased net loss and net loss per share of $660,000 and $.04 ,
respectively, for the three months ended March 31, 1997.
(h) Impact of Standards Issued But Not Adopted
The Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 128, "Earnings per
Share" and SFAS No. 129, "Disclosure of Information about Capital
Structure." SFAS No. 128 is effective for annual and interim
periods ending after December 15, 1997. SFAS No. 129 is
effective for fiscal years ending after December 15, 1997.
Management does not believe that these pronouncements will have a
material impact on its fiscal 1997 consolidated financial
statements.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Management's Discussion and Analysis of Financial Condition
and Results of Operations contains certain "forward looking
statements" within the meaning of Section 27A of the Securities
Act of 1933 (the "Securities Act") and Section 21E of the
Securities Exchange Act of 1934 (the "Exchange Act"), which
reflect management's best judgment based on factors currently
known. Actual results could differ materially from those
anticipated in these "forward looking statements" as a result of
a number of factors, including but not limited to those discussed
below. "Forward looking statements" provided by the Company
pursuant to the safe harbor established by the federal securities
laws should be evaluated in the context of these factors.
This discussion and analysis should be read in conjunction
with the Company's condensed consolidated financial statements
and notes thereto.
RESULTS OF OPERATIONS FOR THE FIRST QUARTER ENDED MARCH 31, 1997
COMPARED TO THE FIRST QUARTER ENDED MARCH 31, 1996.
Management believes that currently period-to-period
comparisons of the Company's consolidated financial results are
not necessarily meaningful and should not be relied upon as an
indication of future performance due to the Company's
historically high growth rate, program of system launches, and
significant acquisitions completed within the last two years.
Overview
Since its inception, the Company has significantly
increased its Operating Systems and number of subscribers. This
controlled growth has been achieved from internal expansion and
through acquisitions and mergers. The Company has sustained
substantial net losses, primarily due to fixed operating costs
associated with the development of its systems, interest expense
and charges for depreciation and amortization. The Company
expects to experience positive system EBITDA (net income (loss)
plus interest expense, income tax expense, depreciation and
amortization expense and all other non-cash charges less any non-
cash items which have the effect of increasing net income or
decreasing net loss) in the second half of 1997 and positive
consolidated EBITDA in the first half of 1998. Eleven of the
Company's Operating Systems achieved positive EBITDA for the
first quarter of 1997. None of the Company's remaining systems
had turned EBITDA positive as of March 31, 1997, primarily as a
result of their early stages of development and number of
subscribers. The Company does not anticipate being able to
generate net income until after the year 2001, and there can be
no assurance that other factors, such as, but not limited to,
economic conditions, its inability to raise additional financing
or disruptions in its operations, will not result in further
delays to the Company's operating on a profitable basis. Losses
may increase as operations in additional systems are commenced or
acquired.
"System EBITDA" means EBITDA for a system and includes all
selling, general and administrative expenses ("SG&A")
attributable to employees in that system. For the periods
presented there are no such non-cash items.
Information with respect to EBITDA is included herein
because it is a widely accepted financial indicator of a
company's ability to service and/or incur indebtedness. EBITDA
is not intended to represent cash flows, as determined in
accordance with generally accepted accounting principles, nor has
it been presented as an alternative to operating income or as an
indicator of operating performance and should not be considered
as a substitute for measures of performance prepared in
accordance with generally accepted accounting principles.
Revenues - The Company's revenues consist of monthly fees
paid by subscribers for the basic programming package and for
premium programming services. The Company's subscription
revenues for the three months ended March 31, 1997 were $7.1
million as compared to $1.0 million for the same period of 1996,
an increase of $6.1 million or 610%. This increase in revenues
was primarily due to the increase in average number of
subscribers from 9,803 for the three months ended March 31, 1996
to 79,447 for the three months ended March 31, 1997. At March
31, 1996, the Company had 12,289 subscribers versus 88,409 at
March 31, 1997. The increase in average number of subscribers is
attributable to strong growth in Operating Systems that were in
operation in the 1996 period, new system launches and the
acquisition of approximately 23,000 subscribers in markets
acquired pursuant to the Company's merger with TruVision
Wireless, Inc. in July 1996 (the "TruVision Transaction").
Systems Operations Expenses - Systems operations expense
includes programming costs, channel lease payments, tower and
transmitter site rentals, cost of program guides, certain repairs
and maintenance expenditures, vehicle expenses and other direct
operating expenses. Programming costs, cost of program guides,
and channel lease payments (with the exception of minimum
payments) are variable expenses that increase as the number of
subscribers increases. Systems operations expenses for the three
months ended March 31, 1997 were $4.9 million as compared to $1.1
million for the same period of 1996, reflecting an increase of
$3.8 million. This increase is attributable primarily to the
increase in the average number of subscribers outlined above. As
a percent of revenues, systems operations expenses decreased from
110% of revenues to 69% of revenues.
Selling, General and Administrative - SG&A expenses for the
three months ended March 31, 1997 were $6.1 million compared to
$2.1 million for the same period of 1996, an increase of $4.0
million. The Company has experienced increasing SG&A expenses as
a result of its increased wireless cable activities and
associated administrative costs, including costs related to
opening, acquiring and maintaining additional offices and
compensation expense. The increase is due primarily to increases
in personnel costs, advertising and marketing expenses, and other
overhead expenses required to support the expansion of the
Company's operations. As a percent of revenues, SG&A expenses
decreased from 210% of revenues to 85% of revenues.
The Company believes such SG&A costs will not stabilize
until 1998 when all Markets are expected to be launched. At that
time, administrative expenses should remain constant with selling
and general expense stabilizing when desired penetration rates
are achieved. In order for such stabilization to occur within
this time period, however, the Company's currently anticipated
schedule of system launches must be met and desired penetration
rates must be achieved. The Company's ability to meet its
currently anticipated launch schedule is dependent on numerous
factors, including the ability of the Company to achieve the
necessary regulatory approvals for such systems in a timely
manner and its ability to finance the launch of such systems.
Although management does not currently expect to be unable to
meet the anticipated launch schedule, there can be no assurance
that such schedule will be met or the necessary penetration rates
will be achieved in such markets to provide the currently
expected stabilization of SG&A costs in 1998.
Depreciation and Amortization Expense - Depreciation and
amortization expense for the period ended March 31, 1997 was $6.3
million versus $1.0 million for the same period of 1996, an
increase of $5.3 million. The increase in depreciation expense
during the period was due to additional capital expenditures
related to the launch of new systems, the acquisition of
additional Operating Systems and increased depreciation of
subscriber equipment due to the changing of the estimated useful
life from five to four years effective January 1, 1997. In
addition, amortization of leased license costs increased due to
new launches and the acquisition of additional channel rights.
Interest Expense - Interest expense for the period ended
March 31, 1997 was $10.3 million versus $5.0 million for the same
period of 1996, an increase of $5.3 million. This increase in
interest expense was due to the additional interest expense
generated by the 1996 Senior Discount Notes (as defined in "-
Liquidity and Capital Resources") that were issued in August
1996.
Interest Income - Interest income for the period ended
March 31, 1997 was $1.7 million versus $2.1 million for the same
period of 1996, a decrease of $.4 million. This decrease in
interest income was due to smaller amount of funds available for
investment that resulted from the sale of securities in 1996 to
pay interest on the 1995 Senior Notes (as defined in "- Liquidity
and Capital Resources.")
Liquidity and Capital Resources
The wireless cable television business is capital
intensive. The Company's operations require substantial amounts
of capital for (i) the installation of equipment at subscribers'
premises, (ii) the construction of transmission and headend
facilities and related equipment purchases, (iii) the funding of
start-up losses and other working capital requirements, (iv) the
acquisition of wireless cable channel rights and systems and (v)
investments in vehicles and administrative offices.
In order to finance the expansion of its operating systems
and the launch of additional markets, in October 1995, the
Company completed the initial public offering of 3,450,000 shares
of its common stock (the "Common Stock Offering"). The Company
received approximately $32.3 million in net proceeds from the
Common Stock Offering. Concurrently, the Company issued 150,000
units (the "1995 Unit Offering") consisting of $150 million
aggregate principal amount of senior notes due 2003 (the "1995
Senior Notes") and 450,000 warrants to purchase an equal number
of shares of Common Stock at an exercise price of $11.55 per
share. The Company placed approximately $53.2 million of the
approximately $143.8 million of net proceeds realized from the
sale of the units into an escrow account to cover the first three
years' interest payments on the 1995 Senior Notes as required by
terms of the indenture governing the 1995 Senior Notes.
In August 1996, the Company issued 239,252 units (the "1996
Unit Offering") consisting of $239 million aggregate principal
amount of senior discount notes (the "1996 Senior Discount
Notes") and 239,252 warrants to purchase 544,059 shares of Common
Stock at an exercise price of $16.64 per share. The Company
received $118.6 million after expenses. The proceeds are being
used to fund the launch and expansion of the Company's markets.
For the three months ended March 31, 1997, cash used in
operating activities was $1.4 million consisting primarily of a
net loss of $18.9 million offset by an increase in accounts
payable and accrued expenses of $7.2 million, an increase in
receivables and prepaids of $.9 million, an increase in deposits
of $.1 million, depreciation and amortization of $6.3 million,
and net non-cash expenses of $5 million. For the three months
ended March 31, 1997, cash used in investing activities was $23.9
million, consisting primarily of capital expenditures and
payments for licenses and organization costs of approximately
$21.7 million and $.7 million, respectively. In addition, the
Company made investments and purchased other assets at a cost of
approximately $1.6 million and received proceeds of $.06 million
from the sale of capital assets. These investing activities were
principally related to the acquisition of equipment in certain of
the Company's Operating Systems, as well as in Future Launch
Markets, and certain license and organization costs related to
those markets. For the three months ended March 31, 1997, cash
flows used in financing activities were $.7 million, consisting
of $.7 million in payments for debt issue costs.
For the three months ended March 31, 1996, cash used in
operating activities was $.02 million, consisting primarily of a
net loss of $6.1 million, an increase in receivables and prepaid
expenses of $.2 million, offset by an increase in accounts
payable and accrued expenses of $5.4 million, depreciation and
amortization of $.8 million, and net non-cash expenses of $.1
million. For the three months ended March 31, 1996, cash used in
investing activities was $11.4 million, consisting primarily of
capital expenditures and payments for licenses and organizational
costs of approximately $9.2 million and $2.0 million,
respectively. In addition, the Company made investments and
purchased other assets at a cost of approximately $.2 million.
The capital expenditures and acquisition costs principally
related to the purchase of equipment in certain of the Company's
Operating Systems, as well as in Future Launch Markets, and
certain license and organizational costs related to those
markets. For the three months ended March 31, 1996, cash flows
used in financing activities were $.001 million, consisting of
$.001 million in repayments of long-term debt.
Historically, the Company has generated operating and net
losses and can be expected to do so for at least the foreseeable
future as it continues to develop additional operating systems.
Such losses may increase as operations in additional systems are
commenced or acquired. There can be no assurance that the
Company will be able to achieve or sustain positive net income in
the future. As the Company continues to develop systems, EBITDA
from more mature systems is expected to be partially or
completely offset by negative EBITDA from less developed systems
and from development costs associated with establishing systems
in new markets. This trend is expected to continue until the
Company has a sufficiently large subscriber base to absorb
operating and development costs of recently launched systems.
Based on its current system launch schedule and targeted
penetration and subscriber revenue rates, the Company believes it
will reach a subscriber level in its more mature systems (those
systems with positive System EBITDA) in the fourth quarter of
1997 to generate revenues sufficient to offset these operating
and development costs. The Company's ability to meet its
currently anticipated launch schedule and achieve its targeted
penetration rates and subscriber levels is dependent on numerous
factors, including the ability of the Company to achieve the
necessary regulatory approvals for the anticipated launches in a
timely manner, its ability to finance such launches and general
economic and competitive factors with respect to the wireless
cable business, many of which are beyond the Company's control.
There can be no assurance that the Company will be able to
achieve the necessary subscriber or revenue levels to attain such
EBITDA levels by the fourth quarter of 1997, if at all.
The Company made capital expenditures, exclusive of
acquisitions of wireless cable systems and additions to leased
license acquisition costs, of approximately $9.8 million and
$60.4 million for the years ended December 31, 1995 and 1996,
respectively. For the three months ended March 31, 1996 and
1997, the Company's capital expenditures were approximately $9.2
million and $21.6 million respectively. These expenditures
primarily relate to the purchase of equipment in the Company's
Operating Systems, as well as in Future Launch Markets. The
Company estimates that $85 million in capital expenditures will
be required over the next twelve months to continue to fund
growth in its Operating Systems and the launch of other markets.
Based on the factors and results discussed above, the
Company believes that the $79 million in unrestricted cash at
March 31, 1997 is sufficient to meet its expected capital and
operating needs through the end of 1997. The Company may,
however, subject to the limitations of the indentures governing
the 1995 Senior Notes and the 1996 Senior Discount Notes, in
order to accelerate its growth rate and to finance general
corporate activities and the launch or build-out of additional
systems, supplement its existing sources of funding with
financing arrangements at the operating system level or through
additional borrowings, the sale of additional debt or equity
securities, joint ventures or other arrangements, if such
financing is available to the Company on satisfactory terms.
As a result of the issuance of the 1995 Senior Notes and
the 1996 Senior Discount Notes the Company is required to satisfy
significant debt service requirements. Following the
disbursement in October 1998 of all of the funds that were placed
in escrow after the 1995 Unit Offering, a substantial portion of
the Company's cash flow will be devoted to debt service on the
1995 Senior Notes, and, after August 1, 2001, on the 1996 Senior
Discount Notes. The ability of the Company to make payments of
principal and interest on these Notes will be largely dependent
upon its future performance. Many factors, some of which will be
beyond the Company's control (such as prevailing economic
conditions), may affect its performance. There can be no
assurance that the Company will be able to generate sufficient
cash flow to cover required interest and principal payments when
due on the 1995 Senior Notes and the 1996 Senior Discount Notes
or other indebtedness of the Company. If the Company is unable
to meet interest and principal payments in the future, it may,
depending upon circumstances which then exist, seek additional
equity or debt financing, attempt to refinance its existing
indebtedness or sell all or part of its business or assets to
raise funds to repay its indebtedness. The incurrence of
additional indebtedness is restricted by the indentures governing
the 1995 Senior Notes and the 1996 Senior Discount Notes.
In managing its wireless cable assets, the Company may, at
its option, exchange or trade existing wireless cable channel
rights for channel rights in markets that have a greater
strategic value to the Company. The Company continually
evaluates opportunities to acquire, either directly or indirectly
through the acquisition of other entities, wireless cable channel
rights. There is no assurance that the Company will not pursue
any such opportunities that may utilize capital currently
expected to be available for its current markets.
New Accounting Pronouncements
The Financial Accounting Standards Board issued Statement
of Financial Accounting Standards (SFAS) No. 128, "Earnings per
Share" and SFAS No. 129, "Disclosure of Information about Capital
Structure." SFAS No. 128 is effective for annual and interim
periods ending after December 15, 1997. SFAS No. 129 is effective
for fiscal years ending after December 15, 1997. Management does
not believe that these pronouncements will have a material impact
on its fiscal 1997 consolidated financial statements.
Part II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits: See Exhibit Index on page 13
(b) No reports on Form 8-K were filed during the periods presented.
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.
WIRELESS ONE, INC.
Date: May 9, 1997 /s/ Sean Reilly
-------------------------------
Sean Reilly
Chief Executive Officer
Date: May 9, 1997 /s/ Henry G. Schopfer, III
--------------------------------
Henry G. Schopfer, III
Executive Vice President and
Chief Financial Officer
Date: May 9, 1997 /s/ Michael C. Ellis
--------------------------------
Michael C. Ellis
Vice President and Controller
(Chief Accounting Officer)
EXHIBIT INDEX
Exhibit No. Description of Exhibit
3.1(i) Amended and Restated Certificate of Incorporation of the
Registrant(1)
3.1(ii) Bylaws of the Registrant(1)
4.1 Indenture between the Registrant and United States Trust
Company of New York, as Trustee, dated October 24, 1995(2)
4.2 Warrant Agreement between Registrant and United States Trust
Company of New York, as Warrant Agent, dated October 24,
1995(2)
4.3 Escrow and Disbursement Agreement between the Registrant and
Bankers Trust Corporation, Escrow Agent, dated October 24,
1995(2)
4.4 Supplemental Indenture between the Registrant and United
States Trust Company of New York, as trustee, dated July 26,
1996(3)
4.5 Indenture between the Registrant and United States Trust
Company of New York as Trustee, dated August 12, 1996(3)
4.6 Warrant Agreement between the Registrant and United States
Trust Company of New York, as Warrant Agent, dated August
12, 1996(4)
4.7 Unit Agreement between the Registrant and United States Trust
Company of New York, as Unit Agent, dated August 12, 1996(4)
11.1 Statement re computation of per share earnings (4)
27.1 Financial Data Schedule (4)
___________________________________
1) Incorporated herein by reference from the Registrant's Registration
Statement on Form S-1 (Registration Number 333-05109) as declared
effective by the Commission on August 7, 1996.
2) Incorporated herein by reference from the Registrant's Registration
Statement on Form S-1 (Registration Number 33-94942) as declared
effective by the commission on October 18, 1995.
3) Incorporated herein by reference from the Registrant's Quarterly
Report on Form 10-Q for the fiscal quarter ended September 30, 1995.
4) Incorporated herein by reference to the Registrant's Registration
Statement on Form S-1 (Registration Number 333-12449) as declared
effective on October 18, 1996.
5) Incorporated herein by reference to the Registrant's Post-effective
Amendment No. 1 to Form S-1 on Form S-3 (Registration Number
333-12449) as declared effective on October 21, 1996.
6) Filed herewith.
EXHIBIT 11
WIRELESS ONE, INC.
EARNINGS PER SHARE COMPUTATION INFORMATION
Net Loss (18,904,285) (6,079,832)
Preferred stock dividends and
discount accretion -- --
----------- -----------
Net loss applicable to common
stock (18,904,285) (6,079,832)
=========== ===========
Weighted average common shares
outstanding 16,946,697 13,498,752
Net loss per common share (1.12) (0.45)
=========== ===========
The above earnings per share (EPS) calculations are submitted in accordance
with APB Opinion No. 15.
An EPS calculation in accordance with Regulations S-K item 601 (b) (11) is
not shown above because it produces an antidilutive result.
The following information is disclosed for purposes of calculating the
antidilutive EPS.
Weighted average common shares
outstanding 16,946,697 13,498,752
Shares issuable upon exercise
of options and warrant -- 686,096
----------- -----------
Weighted average shares
outstanding 16,946,697 14,184,848
Net loss per common share (1.12) (0.43)
=========== ===========
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 79,026,164
<SECURITIES> 37,244,349
<RECEIVABLES> 1,674,645
<ALLOWANCES> 420,469
<INVENTORY> 0
<CURRENT-ASSETS> 100,525,549
<PP&E> 111,390,021
<DEPRECIATION> 12,185,205
<TOTAL-ASSETS> 388,360,177
<CURRENT-LIABILITIES> 26,321,072
<BONDS> 303,776,708
0
0
<COMMON> 169,467
<OTHER-SE> 120,284,507
<TOTAL-LIABILITY-AND-EQUITY> 388,360,177
<SALES> 7,076,918
<TOTAL-REVENUES> 7,076,918
<CGS> 0
<TOTAL-COSTS> 17,270,067
<OTHER-EXPENSES> (1,593,967)
<LOSS-PROVISION> 420,469
<INTEREST-EXPENSE> 10,305,103
<INCOME-PRETAX> (18,904,285)
<INCOME-TAX> 0
<INCOME-CONTINUING> (18,904,285)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (18,904,285)
<EPS-PRIMARY> (1.12)
<EPS-DILUTED> (1.12)
</TABLE>
