SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10 - QSB
(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, 1996.
|_| 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 1-13002
PAGING PARTNERS CORPORATION
(Exact name of small business issuer as specified in its charter)
Delaware 22-3281446
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
Freehold Office Plaza
4249 Route 9N, Bldg. 2
Freehold, New Jersey 07728
(address of principal executive offices)
(908) 409-7088
(Issuer's telephone number)
___________________________________________________
(Former name, former address and former fiscal year
if changed since last report)
Check whether the issuer (1) 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 __
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 5,673,143 shares of Common
Stock, $.01 par value, were outstanding, as of October 31, 1996.
Transitional Small Business Disclosure Format (check one):
Yes __ No X
1
<PAGE>
Form 10-QSB
INDEX
Page
Number
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Balance Sheets 3
Condensed Statements of Operations 4
Condensed Statements of Cash Flows 5
Notes to Condensed Financial Statements 6
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of 7
Operations
PART II. OTHER INFORMATION 10
SIGNATURES 11
2
<PAGE>
PAGING PARTNERS CORPORATION
CONDENSED BALANCE SHEETS
September 30, December 31,
ASSETS 1996 1995
------------ -----------
Current assets: (Unaudited)
Cash and cash equivalents .................... $ 739,000 $ 553,000
Accounts receivable .......................... 601,000 719,000
Inventory .................................... 210,000 382,000
Other ........................................ 36,000 35,000
---------- ----------
Total current assets ....................... 1,586,000 1,689,000
Property and equipment ......................... 4,920,000 4,948,000
Licenses ....................................... 696,000 733,000
Other assets ................................... 23,000 22,000
---------- ----------
$7,225,000 $7,392,000
========== ==========
LIABILITIES
Current liabilities:
Current maturities of notes payable .......... $ 295,000 $ 96,000
Accounts payable and accrued expenses ........ 621,000 468,000
---------- ----------
Total current liabilities .................. 916,000 564,000
Notes payable (less current maturities) ....... 1,219,000 930,000
---------- ----------
2,135,000 1,494,000
---------- ----------
STOCKHOLDERS' EQUITY
Stockholders' equity:
Common stock ................................. 57,000 48,000
Additional paid-in capital ................... 12,000,000 10,663,000
Accumulated deficit .......................... (6,967,000) (4,813,000)
---------- ----------
5,090,000 5,898,000
---------- ----------
$7,225,000 $7,392,000
========== ==========
See accompanying notes to financial statements.
3
<PAGE>
PAGING PARTNERS CORPORATION
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Nine months ended Three months ended
September 30 September 30,
------------------------- -------------------------
1996 1995 1996 1995
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues:
Service revenue ........................ $ 3,596,000 $ 2,410,000 1,248,000 $ 957,000
Equipment sales revenue ................ 1,497,000 1,409,000 497,000 571,000
----------- ----------- ----------- -----------
5,093,000 3,819,000 1,745,000 1,528,000
----------- ----------- ----------- -----------
Expenses:
Service ................................ 2,501,000 1,609,000 892,000 596,000
Cost of equipment sold ................. 1,632,000 1,524,000 550,000 604,000
Selling ................................ 961,000 810,000 311,000 282,000
Administrative ......................... 1,252,000 1,094,000 429,000 366,000
----------- ----------- ----------- -----------
6,346,000 5,037,000 2,182,000 1,848,000
----------- ----------- ----------- -----------
Loss from operations before depreciation
and amortization ........................ (1,253,000) (1,218,000) (437,000) (320,000)
Depreciation and amortization ............ 813,000 543,000 288,000 216,000
----------- ----------- ----------- -----------
Loss from operations ..................... (2,066,000) (1,761,000) (725,000) (536,000)
Interest and other income (expense) - net (88,000) 14,000 (37,000) (32,000)
----------- ----------- ----------- -----------
NET LOSS ................................. $(2,154,000) $(1,747,000) $ (762,000) $ (568,000)
=========== =========== =========== ===========
NET LOSS PER COMMON SHARE ................ $ (.41) $ (.37) $ (.13) $ (.12)
=========== =========== =========== ===========
Weighted average common shares outstanding 5,249,000 4,800,000 5,667,000 4,800,000
=========== =========== =========== ===========
</TABLE>
See accompanying notes to financial statements.
4
<PAGE>
PAGING PARTNERS CORPORATION
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Nine months ended
September 30,
-----------------------------
1996 1995
----------- -----------
<S> <C> <C>
Cash flows used by operating activities:
Net loss ....................................................... $(2,154,000) $(1,179,000)
Adjustments to reconcile net loss to net cash used by
operating activities:
Depreciation and amortization ................................. 813,000 327,000
Changes in operating assets and liabilities ................... 441,000 (206,000)
----------- -----------
Net cash used by operating activities ....................... (900,000) (1,058,000)
----------- -----------
Cash flows from investing activities:
Redemption of marketable securities ............................ -0- 3,595,000
Acquisition of property, equipment, and licenses ................. (222,000) (593,000)
----------- -----------
Net cash provided (used) by investing activities ............... (222,000) 3,002,000
----------- -----------
Cash flows from financing activities:
Net proceeds from private equity placement ..................... 1,300,000 -0-
Proceeds of stock option exercise .............................. 46,000 -0-
Repayment of notes payable ..................................... (38,000) (1,800,000)
----------- -----------
Net cash provided (used) by financing activities ................. 1,308,000 (1,800,000)
----------- -----------
Net increase in cash and cash equivalents ........................ 186,000 144,000
Cash and cash equivalents-beginning of period .................... 553,000 303,000
----------- -----------
Cash and cash equivalents-end of period .......................... $ 739,000 $ 447,000
=========== ===========
Supplemental disclosures of cash flow information:
Cash paid for interest ......................................... $ 107,000 $ 79,000
Debt incurred for the purchase of equipment .................... 514,000 - 0 -
Unrealized gain on marketable securities ....................... -0- 36,000
</TABLE>
See accompanying notes to financial statements.
5
<PAGE>
PAGING PARTNERS CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
1. The Company and basis of presentation:
The financial statements presented herein as of September 30, 1996 and for
the three and nine month periods ended September 30, 1996 and 1995 are
unaudited and, in the opinion of management, include all adjustments
(consisting only of normal and recurring adjustments) necessary for a fair
presentation of financial position and results of operations. Such
financial statements do not include all of the information and footnote
disclosures normally included in audited financial statements prepared in
accordance with generally accepted accounting principles. The results of
operations for the three and nine month periods ended September 30, 1996
are not necessarily indicative of the results that may be expected for the
full year ended December 31, 1996. It is suggested that these financial
statements be read in conjunction with the financial statements and notes
thereto included in the Company's 1995 Annual Report on Form 10-KSB.
Certain items for 1995 have been reclassified to conform to current year
classifications.
2. Private Equity Placement
On May 10, 1996, the Company completed a private placement of 857,000
shares of its Common Stock for gross proceeds of $1.5 million yielding net
proceeds of $1.3 million.
3. Notes Payable - Motorola- Financial Covenants
At September 30, 1996, the Company was not in compliance with certain
financial covenants contained in its equipment financing agreement with
Motorola although Motorola has waived the Company's non-compliance as of
this date.
Management is currently working with Motorola to amend these covenants to
be consistent with the Company's business plan. However, if these
discussions are not successful, it is likely that the Company would again
be in non-compliance. This would entitle Motorola to demand immediate
repayment of the $1.46 million currently outstanding and would cause the
non-current portion of this liability to be reclassified as current.
<PAGE>
Item 2. Management's Discussion And Analysis Of Operations And Financial
Condition
Overview
Paging Partners Corporation (the "Company") operates a radio common carrier
paging system (the "Metro System") which provides one-way wireless messaging
services in the New York Metropolitan area and in portions of five states (New
York, New Jersey, Connecticut, Pennsylvania, and Delaware). The Company
purchased certain licenses and related assets in the Baltimore/Washington area
for the frequency on which the Metro System broadcasts and will seek to expand
the service area of the Metro System from the New York Metropolitan area to
Baltimore/Washington, D.C.
In May 1994, the Company completed its initial public offering. A
substantial portion of the proceeds of this offering were used to construct a
one-way paging system (the "Corridor System") operating on a single frequency in
the territory along Interstate 95 from Baltimore/Washington to Boston.
Construction of the Corridor System was recently completed and the Company
currently operates both the Metro and Corridor Systems. In May 1996 the Company
completed a Private Placement from which it derived net proceeds of $1.3
million.
Results of Operations
The table below presents certain items in the Company's statements of
operations in dollars and as percentages of total revenues including changes
therein for the nine and three month periods ended September 30, 1996 and 1995.
<TABLE>
<CAPTION>
Nine Months Ended September 30
1996 1995 Change
$ % $ % $ %
<S> <C> <C> <C> <C> <C> <C>
Revenues:
Service 3,596,000 70.6 2,410,000 63.1 1,186,000 49.2
Equipment Sales 1,497,000 29.4 1,409,000 36.9 88,000 6.2
---------- ----- ---------- ----- --------
Total Revenue 5,093,000 100.0 3,819,000 100.0 1,274,000 33.3
---------- ----- ---------- ----- --------
Operating Expenses:
Service 2,501,000 49.1 1,609,000 42.1 892,000 55.4
Cost of Equipment Sold 1,632,000 32.0 1,524,000 39.9 108,000 7.1
Selling 961,000 18.9 810,000 21.2 151,000 18.6
Administrative 1,252,000 24.6 1,094,000 28.7 158,000 14.4
---------- ----- ---------- ----- --------
6,346,000 124.6 5,037,000 131.9 1,309,000 26.0
---------- ----- ---------- ----- --------
EBITDA (1,253,000) (24.6) (1,218,000) (31.9) (35,000) (2.9)
Depreciation and amortization 813,000 16.0 543,000 14.2 270,000 49.7
---------- ----- ---------- ----- --------
Loss from operations (2,066,000) (40.6) (1,761,000) (46.1) (305,000) (17.3
Interest and other (expense)
Income (88,000) (1.7) 14,000 .4 (102,000) (728.5)
---------- ----- ---------- ----- --------
Net Loss (2,154,000) (42.3) (1,747,000) (45.7) (407,000) (23.3)
---------- ----- ---------- ----- --------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Three Months Ended September 30
1996 1995 Change
$ % $ % $ %
<S> <C> <C> <C> <C> <C> <C>
Revenues:
Service 1,248,000 71.5 957,000 62.6 291,000 30.4
Equipment Sales 497,000 28.5 571,000 37.4 (74,000) (13.0)
---------- ----- ---------- ----- --------
Total Revenue 1,745,000 100.0 1,528,000 100.0 217,000 14.2
---------- ----- ---------- ----- --------
Operating Expenses:
Service 892,000 51.1 596,000 39.0 296,000 49.7
Cost of Equipment Sold 550,000 31.5 604,000 39.5 (54,000) (8.9)
Selling 311,000 17.8 282,000 18.5 29,000 10.2
Administrative 429,000 24.6 366,000 24.0 63,000 14.7
---------- ----- ---------- ----- --------
2,182,000 125.0 1,848,000 121.0 334,000 15.3
---------- ----- ---------- ----- --------
EBITDA (437,000) (25.0) (320,000) (21.0) (117,000) (36.6)
Depreciation and Amortization 288,000 16.5 216,000 14.1 72,000 33.3
----- ---------- ----- -------- -----
Loss from Operations (725,000) (41.5) (536,000) (35.1) (189,000) (35.3)
Interest and Other Expense Income (37,000) (2.1) (32,000) 2.1 (5,000) (15.6)
---------- ----- ---------- ----- --------
Net Loss (762,000) (43.6) (568,000) (37.2) (194,000) (34.2)
---------- ----- ---------- ----- --------
</TABLE>
The service component of revenue increased during the periods presented
reflecting the continuing penetration of both the Metro and Corridor Systems.
Service cost includes transmission site rentals, telephone interconnect
services, message dispatch costs, and the costs (mostly personnel-related) of
the Company's engineering function. The increases in such costs are primarily
attributable to an increase in the number of transmission sites, which grew from
145 at the beginning of 1995 to 230 as of September 30, 1996; increased
telephone expenses reflecting both the growth in utilization of the Company's
Metro System and the initial infrastructure for the Corridor System; and
increased message dispatch costs resulting from greater alphanumeric
penetration.
Equipment sales and cost of equipment sold decreased during the third
quarter of 1996 as compared to the same quarter in 1995, partially offsetting
increases during the first half of 1996. The Company continues to sell pagers as
an accommodation to Resellers and not as a source of profit but its competitors
have been offering even more aggressive pricing to certain Resellers, reducing
the Company's unit pager sales. Additionally, during the third quarter of 1996,
the Company determined it had excess inventory of certain types of pagers. Most
of this excess has since been sold at reduced prices. Remaining excess pager
units are recorded in inventory at estimated net realizable value. The sale of
excess inventory at reduced prices further widened loss margins on pager sales.
Management has streamlined its product offerings to reduce the likelihood of
future excess inventory accumulation and to reduce the need for working capital
investment in pager inventory.
Selling expenses increased as a result of an increase in the number of the
Company's sales and marketing personnel from a peak of thirteen full-time
equivalent positions at September 30, 1995 to a peak of twenty during the third
quarter of 1996. This increase was partially offset by the elimination of the
position of Vice President Sales and Marketing as of July 1, 1996 and the
absence in 1996 of one-time market launching expenses for the Corridor System
incurred during the first half of 1995.
Increases in general and administrative expenses were driven by personnel
and salary increases, most notably the addition of a new Executive Vice
President/General Manager in June 1996.
EBITDA reflects the Company's earnings (excluding interest and
non-operating items) before taxes, depreciation and amortization, and measures
the Company's operating cash flows, which the Company
<PAGE>
considers to be a significant measure of performance. EBITDA is commonly used in
the paging industry and by financial analysts and others who follow the industry
to measure operating performance, but should not be considered in isolation or
as an alternative to measures of operating performance or cash flows pursuant to
generally accepted accounting principles. EBITDA declined in the periods ended
September 30, 1996 from the same periods in 1995 as expense growth outpaced
revenue growth during the period.
Interest and other expense was $88,000 in the nine months ended September
30, 1996, reflecting interest expense for the Company's equipment financing with
Motorola. This compares to interest income of $14,000 for the same period in
1995 reflecting interest income on unused proceeds of the Company's initial
public offering offset by a $50,000 write off of a joint venture investment.
Depreciation increased as the Company put into service equipment purchased
for the Corridor System. Additionally, in recognition of the faster pace of
product obsolescence in the telecommunications industry, the company is
depreciating this equipment more rapidly than in the past.
Net loss increased consistent with the increases in depreciation, and
interest expense and decreased EBITDA, noted above.
Liquidity and Capital Resources
In May 1994 the Company completed its initial public offering of 1,800,000
Units from which it derived net proceeds of $8,942,000. In June 1995, the
Company secured $1.5 million of equipment financing from Motorola. Borrowings
under this financing bear interest at the 90-day commercial paper rate plus 6%
and are collateralized by the Company's assets. As of September 30, 1996 the
Company had utilized $1,463,000 of the amount available from Motorola. By the
end of the first quarter of 1996 the Company had expended substantially all of
the proceeds from its initial public offering. Consequently, in May 1996 the
Company completed a private placement of 857,143 shares of its Common Stock from
which it derived net proceeds of $1,300,000.
By relying primarily upon Resellers to build its subscriber base, the
Company has been able to avoid many of the expenses associated with the
solicitation and servicing of subscribers. Nevertheless, the construction and
initial operation of a paging system requires substantial expenditures which can
only be recouped, if at all, from the subsequent operation of the system..
Consistent with the Company's expectations, capital expenditures were $1,644,000
for 1995, primarily as a result of the construction of the Company's Corridor
System. Capital expenditures continued to be significant ($673,000) during the
first nine months of 1996 as the Company supplemented its Corridor System, but
are expected to be substantially lower during the remainder of 1996 and 1997.
The Company used net cash of $900,000 in its operations during the first nine
months of 1996 and used $1,058,000 of cash in the same period in 1995. This use
of cash reflects primarily the expenditures associated with the operation and
initial marketing activities related to the Corridor System and the Company's
software development efforts. The reduction from 1995 to 1996 reflects
management efforts to reduce working capital requirements through streamlining
of pager inventory and more stringent receivable collection policies.
In July 1995 the Company agreed to pay $340,000, $130,000 of which is
payable in service credits, in connection with the acquisition of licenses and
related assets intended to expand its Metro System to the Washington, D.C.
market. Of the $210,000 to be paid in cash, $173,000 has already been paid and
$50,000 is due in quarterly installments during 1997.
In August 1996 the Company was granted licenses by the FCC for a third 900
MHz frequency covering most of the Northeast I-95 Corridor. To date, the Company
has capitalized approximately $60,000 of professional and regulatory fees
incurred in connection with the grant of these licenses. In connection with the
grant of these licenses, the Company entered into an agreement with another
carrier also granted licenses for this frequency.
<PAGE>
In its Report on Form 10-QSB for the quarter ended June 30, 1996, the
Company stated that if it were to continue to operate as it was then doing, it
would not have sufficient cash to achieve its goals and, therefore, management
would assess the Company's operations in an attempt to develop a plan which
would enable the Company to achieve profitability. Based upon its assessment of
the Company's operations, management has and will continue to revise the
Company's operating plan in an effort to eliminate the Company's cash shortfall
and to respond to the current price-competitive environment in the paging
industry. Management has identified and implemented various cost reduction
measures to preserve cash without materially impacting the quality of service
provided. Additionally, in an effort to increase its revenues, the Company has
simplified its pricing policies and offered resellers significant discounts on
incremental units in service.
To further preserve its cash, the Company has sought to reduce its working
capital requirements by adhering to stringent collection procedures and by
reducing the categories of products included in the Company's inventory. In
addition, certain members of the Company's management have agreed to defer
payment of portions of their salaries and the Company is negotiating with
certain vendors in an effort to get them to accept stock in satisfaction of
amounts due. The Company is also negotiating with Motorola in an effort to defer
principal payments which are scheduled to commence in December 1996, and to
revise the Company's financial covenants to make them consistent with the
Company's revised business plan. Based upon its initial conversations with
Motorola, management believes that its requests for deferral of the principal
payments due and amendment of its loan covenants will be granted, nevertheless,
there is no assurance this will occur. Any such payment deferral and/or covenant
amendments by Motorola may be conditioned upon receipt of additional
compensation and/or the agreement of the Company to abide by new, more
restrictive covenants. If Motorola were not to grant the Company's requests, the
Company would be in default of its loan agreement with Motorola which would
entitle Motorola to demand immediate payment of the $1.46 million currently
outstanding. Pending resolution of these requests, Motorola has agreed to waive
the Company's non-compliance with certain financial covenants as of September
30, 1996.
In recognition of the fact that the Company is likely to require additional
financing despite the revision of its operating plans, the Company engaged an
investment banker to advise as to the options available to the Company to
preserve or enhance shareholder value, including a sale of assets or merger of
the Company. It should be noted, however, that the market values of
publicly-traded paging companies have declined significantly since the beginning
of 1996. This has both reduced the potential value of the Company to an acquirer
and adversely impacted the ability of public companies in the paging industry to
finance acquisitions. Further, the Company's lack of positive cash flow may
negatively impact the value which might otherwise be ascribed to the Company on
the basis of the quality of its operating systems, number of units in service,
available frequencies and market position. Although the Company has engaged in
preliminary discussions with a limited number of parties regarding a sale of its
assets or a merger, these discussions have been exploratory in nature, there
have been no agreements reached as to relative values and other terms, and there
is no assurance that these discussions will lead to an agreement or that any
such agreement will be on terms advantageous to the Company or its shareholders.
If the Company does not consummate such a transaction and Motorola does not
grant the Company's request to amend its Loan Agreement, and the Company is
otherwise unable to raise sufficient debt or equity to satisfy its future
operating cash flow requirements, the Company could be forced to seek protection
under Chapter 11 of the Bankruptcy Code. The initiation of such proceedings
would have an adverse impact on the value of the Company's stock.
PART II. OTHER INFORMATION
None
<PAGE>
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.
PAGING PARTNERS CORPORATION
/s/Jeffrey M. Bachrach
-------------------------------------------
Dated: November 13, 1996 By: Jeffrey M. Bachrach
Vice President and Principal Financial
and Accounting Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
EXHIBIT NUMBER 27
Financial Data Schedule
For Period Ended September 30, 1996
Paging Partners Corporation
(Unaudited)
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS FOR THE PERIOD ENDED SEPTEMBER 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 739,000
<SECURITIES> 0 <F1>
<RECEIVABLES> 601,000
<ALLOWANCES> 0
<INVENTORY> 210,000
<CURRENT-ASSETS> 1,586,000
<PP&E> 4,920,000 <F2>
<DEPRECIATION> 0
<TOTAL-ASSETS> 7,225,000
<CURRENT-LIABILITIES> 916,000
<BONDS> 1,219,000 <F3>
0
0
<COMMON> 57,000
<OTHER-SE> 5,033,000
<TOTAL-LIABILITY-AND-EQUITY> 7,225,000
<SALES> 1,497,000
<TOTAL-REVENUES> 5,093,000
<CGS> 1,632,000
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 4,714,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 88,000
<INCOME-PRETAX> (2,154,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,154,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,154,000)
<EPS-PRIMARY> (.41)
<EPS-DILUTED> (.41)
<FN>
<F1> Notes and accounts receivable -trade are reported net of allowances for
doubtful accounts in the Balance Sheet.
<F2> Property, plant, and equipment are reported net of accumulated depreciation
in the Balance Sheet.
<F3> Excludes current portion.
</FN>
</TABLE>
