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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 June 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)
(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: 6,298,000 shares of Common
Stock, $.01 par value, were outstanding, as of August 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 10
SIGNATURES 11
2
<PAGE>
PAGING PARTNERS CORPORATION
CONDENSED BALANCE SHEETS
June 30, December 31,
Assets 1997 1996
------------ -------------
Current assets: (Unaudited)
Cash and cash equivalents .................. $ 939,000 $ 507,000
Accounts receivable ........................ 298,000 555,000
Inventory .................................. 178,000 93,000
Other ...................................... 210,000 69,000
------------ ------------
Total current assets ......................... 1,625,000 1,224,000
Property and equipment ........................... 5,099,000 4,800,000
Licenses ......................................... 606,000 667,000
------------ ------------
$ 7,330,000 $ 6,691,000
============ ============
Liabilities
Current liabilities:
Current maturities of notes payable ........ $ 324,000 $ 170,000
Accounts payable and accrued expenses ...... 779,000 614,000
------------ ------------
Total current liabilities ............. 1,103,000 784,000
Notes payable (less current maturities) .......... 1,878,000 1,335,000
------------ ------------
2,981,000 2,119,000
------------ ------------
Stockholders' Equity
Common stock ..................................... 63,000 57,000
Additional paid-in capital ....................... 12,634,000 12,044,000
Accumulated deficit .............................. (8.348,000) (7,529,000)
------------ ------------
4,349,000 4,572,000
------------ ------------
$ 7,330,000 $ 6,691,000
============ ============
See accompanying notes to financial statements.
3
<PAGE>
PAGING PARTNERS CORPORATION
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Six months ended Three months ended
June 30, June 30,
------------------------- -------------------------
1997 1996 1997 1996
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues:
Service revenue ........................ $ 3,145,000 $ 2,348,000 $ 1,674,000 $ 1,203,000
Equipment sales revenue ................ 778,000 1,000,000 474,000 562,000
----------- ----------- ----------- -----------
3,923,000 3,348,000 2,148,000 1,765,000
----------- ----------- ----------- -----------
Expenses:
Service ................................ 1,909,000 1,609,000 1,001,000 846,000
Cost of equipment sold ................. 857,000 1,082,000 523,000 608,000
Selling ................................ 579,000 650,000 284,000 334,000
Administrative ......................... 750,000 823,000 369,000 417,000
----------- ----------- ----------- -----------
4,095,000 4,164,000 2,177,000 2,205,000
----------- ----------- ----------- -----------
Loss from operations before depreciation
and amortization ........................ (172,000) (816,000) (29,000) (440,000)
Depreciation and amortization ............ 564,000 525,000 285,000 268,000
----------- ----------- ----------- -----------
Loss from operations ..................... (736,000) (1,341,000) (314,000) (708,000)
Interest and other expense ............... 83,000 51,000 41,000 26,000
----------- ----------- ----------- -----------
NET LOSS ................................. $ (819,000) $(1,392,000) (355,000) (734,000)
=========== =========== =========== ===========
NET LOSS PER COMMON SHARE ................ $ (.14) $ (.28) $ (.06) $ (.14)
=========== =========== =========== ===========
Weighted average common shares outstanding 6,059,000 5,040,000 6,288,000 5,280,000
=========== =========== =========== ===========
</TABLE>
See accompanying notes to financial statements.
4
<PAGE>
PAGING PARTNERS CORPORATION
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Six months ended
June 30,
-----------------------
1997 1996
--------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net loss .................................................................. $(819,000) $(1,392,000)
Adjustments to reconcile net loss to net cash provided (used)
by operating activities:
Depreciation and Amortization .......................................... 564,000 525,000
Changes in operating assets and liabilities ............................ 293,000 (142,000)
--------- -----------
Net cash provided (used) by operating activities .................. 38,000 (725,000)
--------- -----------
Cash flows used by investing activities-Acquisition of property and equipment (68,000) (63,000)
--------- -----------
Cash flows from financing activities:
Net proceeds from private equity placement ............................... 500,000 1,300,000
Repayment of notes payable ............................................... (38,000) (25,000)
--------- -----------
Net cash provided (used) by financing activities ............................ 462,000 1,275,000
--------- -----------
Net increase in cash and cash equivalents ................................... 432,000 487,000
Cash and cash equivalents-beginning of period ............................... 507,000 553,000
--------- -----------
Cash and cash equivalents-end of period ..................................... $ 939,000 $ 1,040,000
========= ===========
Supplemental disclosures of cash flow information:
Cash paid for interest .................................................... $ 79,000 $ 65,000
Debt incurred for the purchase of equipment ............................... 735,000 452,000
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 June 30, 1997 and for the
six and three month periods ended June 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
six and three month periods ended June 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 six and three month periods ended June 30, 1997 and 1996. The
table also presents certain key operating statistics for the same periods.
<TABLE>
<CAPTION>
Six Months Ended June 30,
1997 1996 Change
$ % $ % $ %
<S> <C> <C> <C> <C> <C> <C>
Revenues:
Service 3,145,000 80.2 2,348,000 70.1 797,000 33.9
Equipment Sales 778,000 19.8 1,000,000 29.9 (222,000) (22.2)
---------- ------ ---------- ------ --------
Total Revenue 3,923,000 100.0 3,348,000 100.0 575,000 17.2
---------- ------ ---------- ------ --------
Operating Expenses:
Service 1,909,000 48.7 1,609,000 48.1 300,000 18.6
Cost of Equipment Sold 857,000 21.8 1,082,000 32.3 (225,000) (20.8)
Selling 579,000 14.8 650,000 19.4 (71,000) (10.9)
General and Administrative 750,000 19.1 823,000 24.6 (73,000) (8.9)
---------- ------ ---------- ------ --------
4,095,000 104.4 4,164,000 124.4 (69,000) (1.7)
---------- ------ ---------- ------ --------
EBITDA (172,000) (4.4) (816,000) (24.4) 644,000 78.9
Depreciation and
amortization 564,000 14.4 525,000 15.7 39,000 7.4
---------- ------ ---------- ------ --------
Loss from operations (736,000) (18.8) (1,341,000) (40.1) 605,000 45.1
Interest and other expense 83,000 2.1 51,000 1.5 32,000 62.7
---------- ------ ---------- ------ --------
Net loss (819,000) (20.9) (1,392,000) (41.6) (573,000) 41.2
---------- ------ ---------- ------ --------
Equivalent Units (end of per.) 120,000 65,000 55,000 84.6
ARPU* $5.16 $6.21 $(1.05) (16.9)
<CAPTION>
Three Months Ended June 30,
1997 1996 Change
$ % $ % $ %
<S> <C> <C> <C> <C> <C> <C>
Revenues:
Service 1,674,000 77.9 1,203,000 68.1 471,000 39.2
Equipment Sales 474,000 22.1 562,000 31.9 (88,000) (15.7)
---------- ------ ---------- ------ --------
Total Revenue 2,148,000 100.0 1,765,000 100.0 383,000 21.7
---------- ------ ---------- ------ --------
Operating Expenses:
Service 1,001,000 46.6 846,000 48.0 155,000 18.3
Cost of Equipment Sold 523,000 24.3 608,000 34.4 (85,000) (14.0)
Selling 284,000 13.2 334,000 18.9 (50,000) (15.0)
General and Administrative 369,000 17.2 417,000 23.6 (48,000) (11.5)
---------- ------ ---------- ------ --------
2,177,000 101.3 2,205,000 124.9 (28,000) (1.3)
---------- ------ ---------- ------ --------
EBITDA (29,000) (1.3) (440,000) (24.9) 411,000 93.4
Depreciation and
amortization 285,000 13.3 268,000 15.2 17,000 6.3
---------- ------ ---------- ------ --------
Loss from operations (314,000) (14.6) (708,000) (40.1) 394,000 55.6
Interest and other expense 41,000 1.9 26,000 1.5 15,000 57.7
---------- ------ ---------- ------ --------
Net loss (355,000) (16.5) (734,000) (41.6) (379,000) 51.6
---------- ------ ---------- ------ --------
Equivalent Units (end of per.) 120,000 65,000 55,000 84.6
ARPU* $5.01 $6.27 $(1.27) (20.3)
</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. 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 a
selective manner through price simplification and discounting
incremental units in service
o upgraded 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 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 half of 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.
Equipment sales and cost of equipment sold declined in the first
half 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. However, the Company's unit pager sales have
still been reduced as 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.
Selling expenses decreased as a result of the elimination of the
position of Vice President Sales and Marketing as of July 1, 1996 and due to
one-time promotional expenses incurred in the second quarter of 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.
8
<PAGE>
Interest expense primarily reflects the Company's equipment
financing with Motorola and has 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. During the June 30, 1997 quarter, the Company did incur approximately
$750,000 of capital expenditures for such technological upgrades, substantially
all of which was financed by Motorola (see following paragraph). Management
believes that capital expenditures for the remainder of 1997 will be
substantially below this amount,
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.
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 nine 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 quarter-to-quarter basis. To
preserve its cash, the Company has strengthened its 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 due prior to July 1, 1997. 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 during the summer of
1997. 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.
9
<PAGE>
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: August 6, 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 JUNE 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> JUN-30-1997
<CASH> 939,000
<SECURITIES> 0
<RECEIVABLES> 298,000
<ALLOWANCES> 0<F1>
<INVENTORY> 178,000
<CURRENT-ASSETS> 1,625,000
<PP&E> 5,099,000<F2>
<DEPRECIATION> 0
<TOTAL-ASSETS> 7,330,000
<CURRENT-LIABILITIES> 1,103,000
<BONDS> 1,878,000<F3>
0
0
<COMMON> 63,000
<OTHER-SE> 4,286,000
<TOTAL-LIABILITY-AND-EQUITY> 7,330,000
<SALES> 778,000
<TOTAL-REVENUES> 3,923,000
<CGS> 857,000
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,238,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 83,000
<INCOME-PRETAX> (819,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (819,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (819,000)
<EPS-PRIMARY> (.14)
<EPS-DILUTED> (.14)
<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>
