================================================================================
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 March 31, 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)
(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: 6,288,000 shares of Common
Stock, $.01 par value, were outstanding, as of May 6, 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 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 9
SIGNATURES 10
2
<PAGE>
PAGING PARTNERS CORPORATION
CONDENSED BALANCE SHEETS
March 31, December 31,
Assets 1997 1996
------------ ------------
Current assets: (Unaudited)
Cash and cash equivalents ................ $ 1,138,000 $ 507,000
Accounts receivable ...................... 310,000 555,000
Inventory ................................ 84,000 93,000
Other .................................... 79,000 69,000
------------ ------------
Total current assets ................ 1,611,000 1,224,000
Property and equipment ......................... 4,574,000 4,800,000
Licenses ....................................... 635,000 667,000
------------ ------------
$ 6,820,000 $ 6,691,000
============ ============
Liabilities
Current liabilities:
Current maturities of notes payable ...... $ 253,000 $ 170,000
Accounts payable and accrued expenses .... 624,000 614,000
------------ ------------
Total current liabilities ........... 877,000 784,000
Notes payable (less current maturities) ....... 1,239,000 1,335,000
------------ ------------
2,116,000 2,119,000
------------ ------------
Stockholders' Equity
Common stock ................................... 63,000 57,000
Additional paid-in capital ..................... 12,634,000 12,044,000
Accumulated deficit ............................ (7,993,000) (7,529,000)
------------ ------------
4,704,000 4,572,000
------------ ------------
$ 6,820,000 $ 6,691,000
============ ============
See accompanying notes to financial statements.
3
<PAGE>
PAGING PARTNERS CORPORATION
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
Three months ended
March 31,
------------------
1997 1996
----------- -----------
Revenues:
Service revenue .............................. $ 1,471,000 $ 1,145,000
Equipment sales revenue ...................... 304,000 438,000
----------- -----------
1,775,000 1,583,000
----------- -----------
Expenses:
Service ...................................... 908,000 763,000
Cost of equipment sold ....................... 334,000 474,000
Selling ...................................... 295,000 316,000
Administrative ............................... 381,000 406,000
----------- -----------
1,918,000 1,959,000
----------- -----------
Loss from operations before depreciation
and amortization .............................. (143,000) (376,000)
Depreciation and amortization .................. 279,000 257,000
----------- -----------
Loss from operations ........................... (422,000) (633,000)
Interest and other expense ..................... 42,000 25,000
----------- -----------
NET LOSS ....................................... $ (464,000) $ (658,000)
=========== ===========
NET LOSS PER COMMON SHARE ...................... $ (.08) $ (.14)
=========== ===========
Weighted average common shares outstanding ..... 5,830,000 4,800,000
=========== ===========
See accompanying notes to financial statements.
4
<PAGE>
PAGING PARTNERS CORPORATION
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Three months ended
March 31,
------------------
1997 1996
----------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net loss ................................................................. $ (464,000) $(658,000)
Adjustments to reconcile net loss to net cash provided (used)
by operating activities:
Depreciation and Amortization ......................................... 279,000 257,000
Changes in operating assets and liabilities ........................... 351,000 (168,000)
----------- ---------
Net cash provided (used) by operating activities ................. 166,000 (233,000)
----------- ---------
Cash flows from investing activities - Acquisition of property and equipment (22,000) (36,000)
----------- ---------
Cash flows from financing activities:
Net proceeds from private equity placement .............................. 500,000 -0-
Repayment of notes payable .............................................. (13,000) (13,000)
----------- ---------
Net cash provided (used) by financing activities ........................... 487,000 (13,000)
----------- ---------
Net increase in cash and cash equivalents .................................. 631,000 (282,000)
Cash and cash equivalents-beginning of period .............................. 507,000 553,000
----------- ---------
Cash and cash equivalents-end of period .................................... $ 1,138,000 $ 271,000
=========== =========
Supplemental disclosures of cash flow information:
Cash paid for interest ................................................... $ 40,000 $ 30,000
Debt incurred for the purchase of equipment .............................. -0- 430,000
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 March 31, 1997 and for the
three month periods ended March 31, 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 three month period ended March 31, 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 quarters ended March 31, 1997 and 1996. The table also presents
certain key operating statistics for the same periods.
<TABLE>
<CAPTION>
Three Months Ended March 31,
1997 1996 Change
$ % $ % $ %
<S> <C> <C> <C> <C> <C> <C>
Revenues:
Service ................. 1,471,000 82.9 1,145,000 72.3 326,000 28.5
Equipment Sales .......... 304,000 17.1 438,000 27.7 (134,000) (30.6)
---------- ---------- ---------- ---------- ----------
Total Revenue ............ 1,775,000 100.0 1,583,000 100.0 192,000 12.1
---------- ---------- ---------- ---------- ----------
Operating Expenses:
Service .................. 908,000 51.2 763,000 48.2 145,000 28.5
Cost of Equipment Sold ... 334,000 18.8 474,000 29.9 (140,000) (29.5)
Selling .................. 295,000 16.6 316,000 20.0 (21,000) (6.6)
General and Administrative 381,000 21.5 406,000 25.7 (25,000) (6.2)
---------- ---------- ---------- ---------- ----------
1,918,000 108.1 1,959,000 123.8 (41,000) (2.1)
---------- ---------- ---------- ---------- ----------
EBITDA ..................... (143,000) (8.1) (376,000) (23.8) 233,000 62.0
Depreciation and
amortization ........... 279,000 15.7 257,000 16.2 22,000 8.6
---------- ---------- ---------- ---------- ----------
Loss from operations ....... (422,000) (23.8) (633,000) (40.0) 211,000 33.3
Interest and other expense 42,000 2.4 25,000 1.6 17,000 40.5
---------- ---------- ---------- ---------- ----------
Net loss ................... (464,000) (26.2) (658,000) (41.6) (194,000) 29.5
---------- ---------- ---------- ---------- ----------
Equivalent Units ........... 103,000 63,000 40,000 63.5
ARPU* ...................... $ 5.27 $ 6.16 $ (.89) (14.4)
</TABLE>
*Average (monthly service) revenue per unit
- ----------
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. Recent unit growth has resulted from factors
which include:
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
selective manner through price simplification and discounting
incremental units in service
o improved quality of the Company's sales force
o increased penetration of transmission-only services (see
below)
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
7
<PAGE>
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.
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 the
first quarter of 1997 are primarily attributable to increased message dispatch
costs resulting from continued alphanumeric penetration.
Equipment sales and cost of equipment sold declined in the first quarter
of 1997 as compared to the same period in 1996 as the Company sold fewer pagers
during the first quarter of 1997. 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.
Selling expenses decreased as a result of the elimination of the position
of Vice President Sales and Marketing as of July 1, 1996.
Decreased general and administrative expense resulted from decreases 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 from
1996 to 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 mostly reflects interest expense for the Company's
equipment financing with Motorola and increased as a result of 1996 capital
expenditures.
Depreciation increased as the Company put into service equipment purchased
for the final portion of 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 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
continue to 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.
8
<PAGE>
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
convenants 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.
In connection with the restructuring of the Company's loan, the Company
agreed that if it were to fail 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 six months, it will meet the
revised financial covenants in the Motorola loan.
In its Report on Form 10-QSB for the quarter ended June 30, 1996,
management noted that if the Company were to continue operating as it was then
doing, the Company would not have sufficient cash to achieve its business goals.
Based upon its assessment of the Company's operations, management altered some
of the Company's operating policies to reduce the Company's working capital
needs and elected to respond to the price-competitive environment of the paging
industry. Since the Company determined to simplify its pricing policies and
offer resellers discounts on incremental units in service, the Company's
revenues and EBITDA have improved consistently on a month-to-month basis.
To preserve its cash, the Company has adopted stringent collection
procedures and streamlined the categories of products included in inventory. In
addition, certain vendors were issued stock in satisfaction of amounts due from
the Company and members of management agreed to defer all or portions of their
salaries. As a result of the cash saving measures taken by management and the
growth in the Company's revenues, it appears that the Company will begin to
generate cash from operations no later than the summer of 1997. Of course,
actual results may differ as a result of factors over which the Company has no
control, including continued 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
ITEM 5. OTHER INFORMATION
Effective the close of business on April 21, 1997, NASDAQ delisted the
Company's Warrants from the NASDAQ SmallCap Market due to the fact that there
were not two registered market makers actively making a market in the Company's
Warrants.
9
<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: May 6, 1997 By: Jeffrey M. Bachrach
Vice President and Principal Financial
and Accounting Officer
10
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS FOR THE PERIOD ENDED MARCH 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 1,138,000
<SECURITIES> 0
<RECEIVABLES> 310,000
<ALLOWANCES> 0<F1>
<INVENTORY> 84,000
<CURRENT-ASSETS> 1,611,000
<PP&E> 4,574,000<F2>
<DEPRECIATION> 0
<TOTAL-ASSETS> 6,820,000
<CURRENT-LIABILITIES> 877,000
<BONDS> 1,239,000<F3>
0
0
<COMMON> 63,000
<OTHER-SE> 4,641,000
<TOTAL-LIABILITY-AND-EQUITY> 6,820,000
<SALES> 304,000
<TOTAL-REVENUES> 1,775,000
<CGS> 334,000
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,584,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 42,000
<INCOME-PRETAX> (464,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (464,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (464,000)
<EPS-PRIMARY> (.08)
<EPS-DILUTED> (.08)
<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>
