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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, 1997.
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)
(732) 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: 6,301,000 shares of Common
Stock, $.01 par value, were outstanding, as of October 31, 1997
Transitional Small Business Disclosure Format (check one):
Yes __ No X
<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 Flow 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 1997 1996
------------ ------------
Current assets: ............................. (Unaudited)
Cash and cash equivalents ............. $ 741,000 $ 507,000
Accounts receivable ................... 380,000 555,000
Inventory ............................. 102,000 93,000
Other ................................. 329,000 69,000
------------ ------------
Total current assets .................... 1,552,000 1,224,000
Property and equipment ...................... 4,857,000 4,800,000
Licenses .................................... 574,000 667,000
------------ ------------
$ 6,983,000 $ 6,691,000
============ ============
Liabilities
Current liabilities:
Current maturities of notes payable ... $ 354,000 $ 170,000
Accounts payable and accrued expenses . 814,000 614,000
------------ ------------
Total current liabilities ........ 1,168,000 784,000
Notes payable (less current maturities) .... 1,788,000 1,335,000
------------ ------------
2,956,000 2,119,000
------------ ------------
Stockholders' Equity
Common stock ................................ 63,000 57,000
Additional paid-in capital .................. 12,643,000 12,044,000
Accumulated deficit ......................... (8,679,000) (7,529,000)
------------ ------------
4,027,000 4,572,000
------------ ------------
$ 6,983,000 $ 6,691,000
============ ============
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,
------------- -------------
1997 1996 1997 1996
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues:
Service revenue ................................. $ 5,025,000 $ 3,596,000 $ 1,880,000 $ 1,248,000
Equipment sales revenue ......................... 1,379,000 1,497,000 601,000 497,000
----------- ----------- ----------- -----------
6,404,000 5,093,000 2,481,000 1,745,000
----------- ----------- ----------- -----------
Expenses:
Service ......................................... 2,993,000 2,501,000 1,084,000 892,000
Cost of equipment sold .......................... 1,516,000 1,632,000 659,000 550,000
Selling ......................................... 870,000 961,000 291,000 311,000
Administrative .................................. 1,175,000 1,252,000 425,000 429,000
----------- ----------- ----------- -----------
6,554,000 6,346,000 2,459,000 2,182,000
----------- ----------- ----------- -----------
Earnings (loss) from operations before depreciation
and amortization ................................. (150,000) (1,253,000) 22,000 (437,000)
Depreciation and amortization ..................... 855,000 813,000 291,000 288,000
----------- ----------- ----------- -----------
Loss from operations .............................. (1,005,000) (2,066,000) (269,000) (725,000)
Interest and other expense ........................ 141,000 88,000 58,000 (37,000)
----------- ----------- ----------- -----------
NET LOSS .......................................... $(1,146,000) $(2,154,000) (327,000) (762,000)
=========== =========== =========== ===========
NET LOSS PER COMMON SHARE ......................... $ (.19) $ (.41) $ (.05) $ (.13)
=========== =========== =========== ===========
Weighted average common shares outstanding ........ 6,140,000 5,249,000 6,300,000 5,667,000
=========== =========== =========== ===========
</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,
-------------
1997 1996
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net loss .................................................................. $(1,146,000) $(2,154,000)
Adjustments to reconcile net loss to net cash provided (used)
by operating activities:
Depreciation and Amortization .......................................... 855,000 813,000
Changes in operating assets and liabilities ............................ 306,000 441, 000
----------- -----------
Net cash provided (used) by operating activities .................. 15,000 (900,000)
----------- -----------
Cash flows used by investing activities-Acquisition of property and equipment (186,000) (222,000)
----------- -----------
Cash flows from financing activities:
Net proceeds from private equity placement ............................... 500,000 1,300,000
Proceeds from stock option exercise ...................................... 9,000 46,000
Repayment of notes payable ............................................... (104,000) (38,000)
----------- -----------
Net cash provided by financing activities ................................... 405,000 1,308,000
----------- -----------
Net increase in cash and cash equivalents ................................... 234,000 186,000
Cash and cash equivalents-beginning of period ............................... 507,000 553,000
----------- -----------
Cash and cash equivalents-end of period ..................................... $ 741,000 $ 739,000
=========== ===========
Supplemental disclosures of cash flow information:
Cash paid for interest .................................................... $ 140,000 $ 107,000
Debt incurred for the purchase of equipment ............................... 741,000 514,000
Common stock issued in exchange for services .............................. 120,000 -0-
</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, 1997 and for
the nine and three month periods ended September 30, 1997 and 1996 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 nine and three month periods ended September 30, 1997
are not necessarily indicative of the results that may be expected for the
full year ended December 31, 1997. It is suggested that these financial
statements be read in conjunction with the financial statements and notes
thereto included in the Company's 1996 Annual Report on Form 10-KSB.
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
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, 1997 and 1996.
The table also presents certain key operating statistics for the same periods.
<TABLE>
<CAPTION>
Nine Months Ended September 30,
1997 1996 Change
$ % $ % $ %
<S> <C> <C> <C> <C> <C> <C>
Revenues:
Service .................... 5,025,000 78.5 3,596,000 70.6 1,429,000 39.7
Equipment Sales ............ 1,379,000 21.5 1,497,000 29.4 (118,000) (8.6)
---------- ----- ---------- ----- ----------
Total Revenue .............. 6,404,000 100.0 5,093,000 100.0 1,311,000 26.7
---------- ----- ---------- ----- ----------
Operating Expenses:
Service .................... 2,993,000 46.7 2,501,000 49.1 492,000 19.7
Cost of Equipment Sold ..... 1,516,000 23.7 1,632,000 32.0 (116,000) (7.1)
Selling .................... 870,000 13.6 961,000 18.9 (91,000) (9.5)
General and Administrative . 1,175,000 18.3 1,252,000 24.6 (77,000) (6.2)
---------- ----- ---------- ----- ----------
6,554,000 102.3 6,346,000 124.6 208,000 (3.3)
---------- ----- ---------- ----- ----------
EBITDA ....................... (150,000) (2.3) (1,253,000) (24.6) 1,103,000 88.0
Depreciation and
amortization ............. 855,000 13.3 813,000 16.0 42,000 5.2
---------- ----- ---------- ----- ----------
Loss from operations ......... (1,005,000) (15.6) (2 ,066,000 (40.6) 1,061,000 51.4
Interest and other expense ... 141,000 2.2 88,000 1.7 53,000 60.2
---------- ----- ---------- ----- ----------
Net loss ..................... (1,146,000) (17.8) (2,154,000) (42.3) 1,008,000 46.8
---------- ----- ---------- ----- ----------
Equivalent Units (end of per.) 142,000 71,000 73,000 102.8
ARPU* ........................ $ 4.98 $ 6.05 $ (1.07) (17.7)
<CAPTION>
Three Months Ended September 30,
1997 1996 Change
$ % $ % $ %
<S> <C> <C> <C> <C> <C> <C>
Revenues:
Service .................... 1,880,000 75.8 1,248,000 71.5 632,000 50.7
Equipment Sales ............ 601,000 24.2 497,000 28.5 104,000 (20.9)
---------- ----- ---------- ----- ----------
Total Revenue .............. 2,481,000 100.0 1,745,000 100.0 736,000 42.2
---------- ----- ---------- ----- ----------
Operating Expenses:
Service .................... 1,084,000 43.7 892,000 51.1 192,000 21.5
Cost of Equipment Sold ..... 659,000 26.6 550,000 31.5 109,000 19.8
Selling .................... 291,000 11.7 311,000 17.8 (20,000) (6.4)
General and Administrative . 425,000 17.1 429,000 24.6 (4,000) (0.9)
---------- ----- ---------- ----- ----------
2,459,000 99.1 2,182,000 125.0 277,000 12.7
---------- ----- ---------- ----- ----------
EBITDA ....................... 22,000 0.9 (437,000) (25.0) 459,000 105.0
Depreciation and
amortization ............. 291,000 11.7 288,000 16.5 3,000 1.0
---------- ----- ---------- ----- ----------
Loss from operations ......... (269,000) (10.8) (725,000) (41.5) 456,000 62.9
Interest and other expense .. 58,000 2.4 37,000 2.1 21,000 56.7
---------- ----- ---------- ----- ----------
Net loss ..................... (327,000) (13.2) (762,000) (43.6) 435,000 57.1
---------- ----- ---------- ----- ----------
Equivalent Units (end of per.) 142,000 71,000 73,000 102.8
ARPU* ........................ $ 4.78 $ 6.12 $ (1.34) (21.9)
</TABLE>
*Average (monthly service) revenue per unit
7
<PAGE>
The increase in the Company's service revenues reflects a
substantial increase in the number of (equivalent) units in service offset in
part by reduced service revenue per unit. Service revenue per unit has declined
due in part to continued competitive pricing in the industry, offset in part by
increased market penetration by the Company of higher (per unit) revenue
alphanumeric messaging. Additionally, the portion of the Company's revenues
generated by transmission-only services has increased. The Company generally
charges a lower unit price to customers for transmission-only services as the
customers operate their own switching terminal equipment and procure their own
telephone numbers from local exchange carriers and are only using the company's
radio transmission network. In turn, the Company incurs virtually no incremental
telecommunications, selling, customer service, or capital costs from servicing
these units.
Recent unit growth has resulted from factors which include:
o Increased penetration of transmission-only services (see
below)
o overall wireless messaging industry growth, particularly in
the Company's target market sector - alphanumeric (as opposed
to numeric) messaging
o increased penetration of add-on services to alphanumeric
messaging (message dispatch, sports, business and news
offerings)
o improved responsiveness to industry price competition in a
selective manner through price simplification and discounting
incremental units in service
o upgraded sales force
The Company reports its units in service on the basis of "(equivalent)
units in service". Certain of the Company's customers are serviced and billed on
a measurement basis other than one which relates to the number of units in
service. In such case the number of units reported is based upon the monthly
revenue received converted into units at the lowest unit pricing given to any of
PPC's customers for equivalent service. The number of units in service excludes
subscribers receiving AlphaPlus(R) data services but not subscribing to basic
paging services.
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 service costs during 1997
are primarily attributable to increased message dispatch costs resulting from
continued alphanumeric penetration offset in part by a decrease in telephone
interconnect service costs resulting from the Telecommunications Act of 1996.
However, other provisions of the Telecommunications Act, when they become
effective, could partially or fully offset such decreases.
Equipment sales increased during the 3rd quarter of 1997 as compared to
the same quarter in 1996 due to new product introductions by the Company's
supplier (Motorola) as well as price increases by certain competitors. However,
equipment sales and cost of equipment sold declined in the nine months of 1997
as compared to the same period in 1996 as the Company sold fewer pagers. The
Company continues to sell pagers as an accommodation to Resellers and not as a
source of profit. The Company has elected not to match more aggressive pricing
offered to certain resellers by its competitors. Management does not believe
that such deep discounts can be justified by potential incremental service
revenue gains. Management believes that the recent increase in pager sales by
the Company reflects the fact that certain competitors are reducing the
discounts offered on equipment.
Selling expenses decreased during the third quarter and for the first nine
months of 1997 as compared to the year earlier periods as a result of the
elimination of the position of Vice President Sales and Marketing during 1996
and due to one-time promotional expenses incurred in the second quarter of 1996.
8
<PAGE>
Decreased general and administrative expense during the third quarter and
for the first nine months of 1997 as compared to the year earlier periods,
resulted from reductions in MIS headcount and professional fees, partially
offset by salary increases, an increased headcount in accounting and
collections, and 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 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 improved significantly during
the third quarter and for the first nine months of 1997 reflecting the fact that
the increase in service revenue exceeded the resulting increase in service
costs. In addition, EBITDA was positively impacted by various operational
changes undertaken as a result of management's assessment during the second half
of 1996 of the Company's operations. Now that the Company's paging systems are
built-out, increases in service revenues should not result in proportional
increases in operating expenses.
Interest expense primarily reflects the Company's equipment financing with
Motorola and has increased as a result of 1996 and 1997 capital expenditures.
Depreciation increased as the Company put into service equipment purchased
for the final portion of the Corridor System as well as a Metro System upgrade
described below. 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 decreased consistent with the improvement in EBITDA noted above,
partially offset by increased depreciation and interest expense.
Liquidity and Capital Resources
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 and marketing of a paging system requires substantial
expenditures which can only be recouped, if at all, from the subsequent
operation of the system.. At this point the Company anticipates that it will
from time to time make substantial capital expenditures to upgrade its systems
to assure that they are technologically current, but the level of such
expenditures should be less than those associated with the initial construction
of its systems. So far in 1997, the Company has incurred approximately $750,000
of capital expenditures for technological upgrades, substantially all of which
was financed by Motorola.
To supplement its cash position and satisfy the concerns of Motorola, in
March 1997 the Company completed a private placement of its stock from which it
derived net proceeds of $500,000. Concurrently, Motorola agreed to restructure
the Company's loan to eliminate principal payments during the first half of 1997
and to reduce the amount of the principal payments by approximately $10,000 per
month below their original level during the second half of 1997. In connection
with this restructuring, Motorola also agreed to amend certain financial
covenants to be consistent with the Company's current business plan. Absent the
modification of the covenants, the Company would have been in default on its
loan agreement with Motorola, entitling Motorola to demand immediate repayment
of all outstanding amounts. In addition to rescheduling the principal payments
due under the Company's loan, Motorola also increased the amount available under
this credit line from $1.5 million to $2.27 million.
9
<PAGE>
In connection with the restructuring of the Company's loan, the Company
agreed that if it were unable to meet the revised financial covenants, it would
grant Motorola warrants to purchase up to 180,000 shares of Common Stock
exercisable at a price of one cent per share, and engage an investment banker to
liquidate the Company. Management believes that if the Company's business
continues to improve as it has during the past year, it will meet the revised
financial covenants in the Motorola loan.
Since the Motorola restructuring, the Company's revenues and EBITDA have
continued to improve on a quarter-to-quarter basis. In fact, the Company
generated cash from operations during the quarter ended September 30, 1997,
though it still operated at a loss. Management intends to continue to focus on
the Company's core business in an effort to increase revenue until the Company
is generating free cash flow from operations and, eventually, operating
profitably. The Company's ability to continue to increase its revenue will be
affected by various factors over which the Company has no control, including
price and product competition by the Company's competitors or a general slowing
of the economy in the territory served by the Company's systems.
PART II. OTHER INFORMATION
None
10
<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 3, 1997 By: Jeffrey M. Bachrach
Vice President and Principal Financial
and Accounting Officer
11
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS FOR THE PERIOD ENDED SEPTEMBER 30, 1997 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 741,000
<SECURITIES> 0
<RECEIVABLES> 380,000
<ALLOWANCES> 0<F1>
<INVENTORY> 102,000
<CURRENT-ASSETS> 1,552,000
<PP&E> 4,857,000<F2>
<DEPRECIATION> 0
<TOTAL-ASSETS> 6,983,000
<CURRENT-LIABILITIES> 1,168,000
<BONDS> 1,788,000<F3>
0
0
<COMMON> 63,000
<OTHER-SE> 3,964,000
<TOTAL-LIABILITY-AND-EQUITY> 6,983,000
<SALES> 1,379,000
<TOTAL-REVENUES> 6,404,000
<CGS> 1,516,000
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 5,038,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 141,000
<INCOME-PRETAX> (1,146,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,146,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,146,000)
<EPS-PRIMARY> (.19)
<EPS-DILUTED> (.19)
<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>
