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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the fiscal year ended December 31, 1997.
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED]
For the transition period from __________ to
Commission file number 1-13002
PAGING PARTNERS CORPORATION
(Name of small business issuer as specified in its charter)
Delaware 22-3281446
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Freehold Office Plaza
4249 Route 9 North, Building 2
Freehold, New Jersey 07728
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (732) 409-7088
Securities registered under Section 12(b) of the Securities Exchange Act of
1934:
Name of each exchange
Title of Each Class on which registered
------------------- -------------------
Common Stock, $0.01 par value Boston Stock Exchange
Securities registered under Section 12(g) of the Securities Exchange Act of
1934:
Title of Each Class
-------------------
None
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 past 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. |X| Yes |_| No
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained herein, and no disclosure will be contained, to the
best of registrants knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. |_| Yes |X| No
The revenues of registrant for the fiscal year ended December 31, 1997
were approximately $9,069,000.
The aggregate market value of the voting stock held by non-affiliates of
the registrant, as of March 20, 1998, was approximately $4,440,000 based upon a
last sales price of $1.563
As of March 20, 1998, there were 6,301,000 shares of the registrant's
Common Stock outstanding.
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PART I
ITEM 1. BUSINESS
General
Paging Partners Corporation (the "Company" or "Paging Partners") operates
technologically advanced paging systems which provide one-way wireless messaging
services. The Company's Metro system, which broadcasts on 931.7875 MHz (The
"Metro System"), initially focused on the New York Metropolitan area and
currently provides service over portions of seven states (New York, New Jersey,
Connecticut, Pennsylvania, Maryland, Virginia and Delaware) and Washington, D.C.
During 1994 the Company obtained licenses from the Federal Communications
Commission ("FCC") to construct a paging system (its "Corridor System")
operating on a single frequency (929.6375 MHz) in the territory extending along
Interstate I-95 from Baltimore/Washington to Boston (the "Northeast Corridor").
The Company has completed sufficient construction of the Corridor system to
ensure exclusive operation on the 929.6375 MHz frequency throughout the
Corridor, including the metropolitan areas of Baltimore/Washington, D.C.,
Philadelphia, New York, and Boston and now provides continuous service from
Boston to Washington, D.C. Because the Corridor System is independent of the
company's Metro System, the Company continues to operate both Systems, and has
the flexibility to provide Resellers customized access to service on either
System.
The Company also obtained licenses from the FCC for a third 900 MHz
frequency covering most of the I-95 Northeast Corridor. The Company entered into
a sharing agreement with another carrier which was granted licenses for the
frequency covering substantially the same territory. Pursuant to this sharing
agreement, the Company may use up to 50 percent of the available air-time.
From inception, the Company's principal operating strategy has been to act
as a wholesaler and market access to its paging systems exclusively to paging
service companies, retailers, and other third parties which, in turn, directly
solicit and service subscribers. In addition, the Company solicits private
network operators, radio common carriers and other service providers
(collectively, with the paging service companies, retailers and other parties
described in the preceding sentence, "Resellers"), which have a need for access
to transmission facilities in the territories served by the Company's Systems.
This strategy permits the Company to operate with less personnel than vertically
integrated paging companies. In addition, this strategy removes the threat of
competition between the Company and substantially all of its Resellers which,
management believes, makes Resellers more likely to sell the Company's services
than those of vertically integrated paging companies, though there can be no
assurance that this, in fact, is the case.
Another key strategy of the Company has been to concentrate on providing
high quality data and information transmission services targeted toward "higher
end" pagers which receive alphanumeric messages (i.e., messages consisting of
both numbers and letters). One aspect of this strategy has been the Company's
focus on developing technologically advanced systems designed for alphanumeric
paging services. Another has been the Company's efforts to supply its Resellers
with multiple "information streams" to be marketed to subscribers. Successful
marketing of alphanumeric services requires the ability to deliver a signal
which will not be corrupted and the development of a system and software which
can format and transmit large quantities of information received from multiple
sources. The Company's Metro and Corridor systems were designed and constructed
to address the needs of alphanumeric subscribers. The success of the Company's
efforts to stress its alphanumeric capabilities is evidenced by the fact that
the proportion of alphanumeric pagers which it services far exceeds the
proportion of alphanumeric pagers in service throughout the industry.
The Company's emphasis on alphanumeric services is highlighted by its
AlphaPlus(R) software and services, and its agreement with Motorola whereby the
Company broadcasts over its systems branded information services made available
to it by Motorola such as ESPNET-To-Go(TM). AlphaPlus allows subscribers to
select from information services provided by the Company (such as customized
message dispatch, traffic, sports, weather, financial updates, and news
headlines), the content to be received by their pagers.
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Another element of the Company's strategy is its willingness to adapt its
transmission facilities for applications demanded by the marketplace. Because
the Company acts as a wholesaler, it does not dictate the services offered
subscribers or the uses made of its Systems by parties with a need for bulk
paging. By maintaining flexible, technologically advanced Systems, the Company
hopes to be able to satisfy the evolving needs of the wireless marketplace.
In the immediate future, the Company intends to continue to expand by
adding Resellers and hence new subscribers to its Metro and Corridor Systems. As
part of its strategy to increase the penetration of its Systems the Company will
continue to seek to increase and customize the information services available to
subscribers.
In addition to providing paging services in the Northeast Corridor, the
Company, from time to time, may consider entering new geographical markets. Such
expansion could occur through the acquisition of new licenses in auctions
conducted by the FCC or the acquisition of existing paging systems, including
licenses, from current license holders.
Paging Operations
Subscriber Services
The pagers currently used by subscribers to the Company's Systems provide
two basic types of service, digital display and alphanumeric display - each of
which can be combined with a variety of enhancements to increase a pager's
utility. A digital display pager permits a caller, utilizing a touch tone
telephone, to transmit to the subscriber a numeric message consisting of a
series of numbers, such as a telephone number, an account number or coded
information. Digital display pagers have the capacity to store several numeric
messages that can be recalled on demand. An alphanumeric display pager allows
subscribers to receive and store messages consisting of both numbers and
letters. Alphanumeric pagers common in the industry today have sufficient memory
to store thousands of characters.
Digital display paging service, which was introduced by the paging
industry over 10 years ago, today represents a majority of the pagers in
service. Alphanumeric display service, introduced in the mid-1980s, constitutes
a relatively small portion of the pagers in use, primarily due to the difficulty
of accurately inputting the message to be delivered and in ensuring accurate
receipt of the message by the subscriber's pager. The success of the Company's
focus on alphanumeric services is evidenced by the fact that of the pagers
served by the Company, 25% are alphanumeric as compared to an industry average
of approximately 13%.
Traditionally, the message to be delivered to an alphanumeric pager was
transcribed by an operator of the paging company during a telephone conversation
with the party desiring to send the message. Today, a properly equipped
facility, such as the Company's, permits callers to input messages directly into
the transmission system either by using a personal computer equipped with a
modem or a dedicated input device such as an AlphaMate(TM) manufactured by
Motorola. For parties lacking such equipment, the Company links its subscribers
to a dispatch center selected by the subscriber which will input a message into
the Company's systems when a party calls the subscriber's pager telephone number
seeking to send an alphanumeric message. To ensure that data transmitted is
received accurately by the subscriber's pager, the Company designs and operates
its system so that its transmitters send out a synchronized radio signal. This
reduces interference and increases the probability that the message will be
received accurately.
During the Spring of 1998, the Company plans to introduce another message
delivery mechanism - AlphaPlus(R) E-mail. A subscriber selecting this service
will have the ability to receive his E-mail on his pager while it is
simultaneously being forwarded to his usual E-mail address.
Message Mail is an enhancement that allows a Reseller to add a custom
greeting to a pager and which gives the subscriber the ability to retrieve the
last ten numeric messages that were sent to the pager. In addition, the Company
provides a feature that enables a caller to leave a voice (voice mail) message
for a subscriber which the subscriber can retrieve by calling his voice mail box
at the Company's facility. A subscriber's pager displays a numeric code alerting
the subscriber whenever a voice mail message is left.
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The Company's programming software allows the subscriber (through its
Reseller) to select any of the enhancements offered by the Company at the
initial programming of a pager or at any time that the pager is in service. In
addition, because the Company has incorporated Motorola's FLEX(TM) OTA (over the
air) technology into its systems, a subscriber need not bring his pager to the
Reseller for adjustments when he decides to add on new enhancements. The Company
constantly monitors the paging market to determine what new enhancements it
might successfully sell to Resellers.
As part of its AlphaPlus(R) service, the Company transmits a variety of
information services which Resellers can sell to their subscribers. This service
allows subscribers to receive information on their alphanumeric pagers which
they can review at their convenience. Currently, the information provided by the
Company includes headline news stories, hourly financial updates, sports scores
and a variety of other "infotainment" items purchased by the Company from
various third party information providers. The Company provides additional
premium information services, including more detailed sports, weather,
financial, traffic and emergency information, which Resellers can sell to
individual subscribers. The Company has entered into an arrangement with
Motorola's InfoPower Division whereby the Company makes available branded
information services developed by Motorola through its alliance with leading
information service providers. The Company currently offers ESPNET-To-Go(TM)
service under this arrangement. InfoPower and Paging Partners are also testing a
Web-based product which will allow customers already subscribing to an
information service package to modify the content of their information package
by selecting different options on the Company's website. This would allow
subscribers to opt to receive different information streams, including localized
service such as town news, school bulletin board, and local weather without
incurring transaction costs for the Company or themselves. The Company intends
to transmit additional information services as they are made available by
Motorola, as well as services supplied by other providers, including SportsBox
and ScoreQuest. ScoreQuest's offerings include FastTrax and Daily Racing Form(R)
information services.
Network Services
In addition to marketing its paging Systems and related services to
Resellers, the Company also markets these Systems to private network operators,
RCCs and service providers which have a need for bulk paging or data
transmission services in the territories serviced by the Company's transmission
facilities. The Company has entered into arrangements with other RCCs and
private network customers, permitting such parties to "network" their systems
with the Company's and expand the coverage offered to their end users. More
recently, the Company has allowed Resellers to directly connect their switches
into the Company's terminal, permitting Resellers to service their subscribers
through the Company's Systems. The Company charges for such access on either a
fixed fee or per-usage basis.
The Company has also entered into arrangements with specialized
information providers (for example, sports scores/lines, stock quotes, emergency
information) which have a "niche" subscriber base but which do not have their
own transmission facilities, whereby the Company transmits data selected by the
information provider for receipt by that provider's customers. Each of these
arrangements differs depending upon the amount of data to be transmitted and
time of transmission. By maintaining technologically sophisticated flexible
transmission systems, the Company hopes to profit from new applications of
wireless information services as they are developed.
Resellers which rely upon the Company exclusively for transmission
services are typically given direct electronic access to the Company's
facilities. In addition, these Resellers typically operate their own switching
equipment and procure their own telephone numbers. Day-to-day servicing of these
accounts requires minimal intervention by the Company's personnel. Consequently,
by marketing to these Resellers, the Company increases its revenue with little
incremental costs.
Marketing
Rather than solicit and service individual subscribers directly, the
Company recruits Resellers which, in effect, act as the Company's salesforce.
The Resellers purchase from the Company, on a wholesale basis, access to its
transmission system which, in the case of paging service providers and
retailers, they provide to individual members of the general public. The Company
recruits Resellers through industry contacts, its seminar program, and a small
sales force.
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Management believes that Resellers are attracted to the Company because of
the quality of coverage provided by its paging systems, the computerized nature
of the Company's operations, which allows the Reseller 24-hour access to its
accounts, and the responsiveness of the Company to each of its Resellers. As
part of its marketing efforts, the Company conducts seminars for Resellers,
potential Resellers and other interested members of the paging industry. These
programs give the Company an opportunity to maintain contact with its Resellers.
Further, they afford the Company the opportunity to update Resellers on service
enhancements available. The Company provides technical, marketing, sales and
operations support to its Resellers and will participate with Resellers in their
efforts to solicit large volume subscribers. The Company employs sales
representatives to directly solicit Resellers in their respective territories.
The Company's current Resellers are from both within and without the
communications industry. The Resellers include answering services, two-way radio
companies and other participants in the communications industry seeking to
expand the services offered to their customers; nationwide paging companies
which rely upon the Company to service their customers in territories serviced
by the Company's Systems; private network operators and other radio common
carriers which supplement their transmission facilities by networking into the
Company's facilities; retailers, electronics distributors and other specialty
retail outlets seeking to supplement their product lines and information
providers which rely on the Company to transmit information to their
subscribers. The Company has constructed both of its paging Systems as a series
of interconnected modules, which allows the Company to give Resellers the
ability to offer services to subscribers in only those portions of the service
area which the subscriber designates. The Company makes such subregional
services available at rates below those for service throughout the Company's
service area.
When a Reseller decides to market the Company's services, it is provided
with on-line access to the Company's computer terminal and can directly
activate, deactivate or modify the services provided to a subscriber's pager.
Because the Reseller, through its computer terminal, interacts directly with the
Company's computers, there is no incremental cost to the Company. Further,
because the Company's computers are active 24 hours a day, Resellers can service
accounts at their convenience.
As a convenience to its Resellers, the Company maintains an inventory of
pagers and Resellers can either purchase pagers from industry suppliers or
purchase pagers from the Company. Each Reseller maintains its own sales,
marketing and accounting staff and directly services, bills and collects
payments from its subscribers. The Company derives the majority of its revenue
from a per-unit monthly fee, not dependent on usage, charged to Resellers for
each active pager. This fee, along with any other amounts due for incremental
services provided to a subscriber, must be paid by the Reseller regardless of
whether the subscriber pays the Reseller. Because each Reseller has direct
access to the Company's computers, billing disputes between the Company and its
Resellers, common throughout the industry, are virtually eliminated.
The Company is not dependent on any single Reseller. No single Reseller
accounted for more than 5% of the Company's gross revenues during 1996 or 1997.
Sources of Equipment
The Company does not manufacture any of the equipment used in its
operations, all of which are available from a variety of sources. Due to the
high degree of compatibility among different models of transmitters, computers
and other paging and voice mail equipment, the Company has been able to design
its paging networks so as not to be dependent upon any single source for such
equipment. The Company periodically evaluates its purchasing arrangements for
pagers to be sure that the equipment it is offering to its Resellers is current
and is available at appropriate prices.
The Company currently purchases its transmitters and paging network
equipment from Motorola. The Company's terminal equipment has a modular design,
which will allow significant future expansion by adding or replacing modules
rather than replacing the entire system. The Company believes that its
investment in technologically advanced transmission equipment reduces its cost
of maintenance and system expansion over the long term. The Company believes
that its paging system equipment is among the most technologically sophisticated
in the paging industry.
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Data Receipt and Transmission
A key strategy of the Company has been to emphasize the utility of pagers
and devices equipped with paging receivers to receive large volumes of data on a
timely and economical basis. In furtherance of this strategy, the Company
transmits a variety of information streams, including headline news stories,
hourly financial updates, sports scores, traffic, weather and an assortment of
what is referred to as "infotainment," for receipt by its subscribers.
Additional categories of information are added periodically in response to
market demand.
As part of its emphasis on data transmission, the Company continues to
seek to develop software capable of receiving large volumes of information,
analyzing the information to determine what is relevant to a particular
subscriber and then reformatting the information for transmission over the
Company's systems for receipt by subscribers. Fully developed, such software
would allow a paging receiver to function as a personal information device
receiving an individualized data stream selected by the subscriber and broadcast
over the Company's systems.
To increase the visibility of its AlphaPlus(R) services, the Company
entered into an agreement with Motorola whereby the Company will make available
to subscribers branded information services developed by Motorola through its
alliances with leading service providers. The first of these services,
ESPNET.To.Go(TM), was made available in May 1996. During the Spring of 1998, the
Company plans to introduce Alpha Plus(R) E-Mail. A subscriber selecting this
service will have the ability to receive his E-mail on his pager while it is
simultaneously being forwarded to his usual E-mail address.
The Company's Systems currently allow a Reseller to select the
enhancements offered by the Company at the initial programming of a pager or at
any time thereafter. The Company and Motorola's InfoPower Division are currently
testing a Web-based product which will allow subscribers to the Company's System
to modify the content of their information package by selecting different
options on the Company's WebSite. This should increase the market appeal of
alphanumeric pagers.
In addition to attracting subscribers to the Company's Systems, management
believes that the software developed in connection with the Company's
AlphaPlus(R) services may be of interest to other radio paging system operators.
Consequently, the Company will seek to profit from the information market by
distributing to other system operators preprocessed information for transmission
to their subscribers or processing software developed by the Company.
In addition to information services broadcast by the Company, the
Company's systems have been designed to allow subscribers to send information
for receipt on their pagers. Developments in software and information processing
equipment, such as the Motorola AlphaMate(TM), allow subscribers to a properly
equipped facility, such as the Company's, to receive messages sent by an
appropriate device directly to the operator's facility for transmission to the
subscriber. Such a facility allows a subscriber to receive messages directly
from his office without the possibility of transcription errors. In addition,
existing technology permits information broadcast over a paging system to be
received on a computer equipped with a paging modem. Management anticipates that
as paging systems evolve they will be capable of transmitting virtually all
electronic data currently transmitted over traditional telephone lines.
Competition
The Company faces intense competition from operators of other wireless
transmission systems in its efforts to recruit Resellers. Such competition is
based upon price, as well as on the quality and variety of services offered, and
the geographic area covered. The Company's Resellers in turn face intense
competition from operators of other wireless message transmission systems as
well as the Resellers representing such systems. Many of the competitors of the
Company and its Resellers, which include local, regional and national paging
companies, possess greater financial, technical and other resources than the
Company. Certain competitors offer wider coverage than does the Company and
certain competitors follow a low-price discounting strategy to expand market
share.
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Management believes that the quality of the service the Company provides,
as well as the variety of enhancements offered, appeal to Resellers. To date,
the Company has focused its efforts on providing higher end alphanumeric and
data transmission services. The merits of this strategy are attested to by the
fact that the proportion of the pagers served by the Company which are
alphanumeric far exceeds the proportion of pagers throughout the industry which
are alphanumeric. Moreover, management believes that because the Company
concentrates on Resellers and does not maintain a competitive sales force,
Resellers are more likely to rely upon the Company than on its competitors,
although there can be no assurance this, in fact, is the case.
The Company's Metro System competes with at least ten other paging system
operators in the New York metropolitan area and others throughout its coverage
area. These include systems operated by Paging Network, Inc., Mobilemedia
Communications, Inc., a division of MobileMedia Corporation, and SkyTel, a
division of Mobile Telecommunications Technologies Corp., as well as systems
operated by privately owned companies. The Company's Corridor System competes
with several or more competitors in all regions of the Northeast Corridor. Some
of these competitors are small, privately owned companies serving only one
market area, while others are larger companies, including those mentioned above,
that provide service in more than one market and, in some cases, continuous
coverage throughout the Northeast Corridor of the United States.
A number of technologies, including cellular telephone service, personal
communications service ("PCS"), enhanced specialized mobile radio, low-speed
data networks and mobile satellite services are competitive forms of technology
used in, or projected to be used for, wireless one-and two-way communications.
Management believes that paging will remain one of the lowest-cost forms of
wireless messaging due to the low-cost infrastructure associated with paging
systems, as well as advances in technology that will provide for reduced paging
costs.
Future technological developments in the wireless communications industry
and the enhancement of current technologies will likely create new products and
services competitive with the paging services currently offered by the Company.
There can be no assurance that the Company will not be adversely affected by
such technological changes.
Regulation
The Company's paging operations are subject to regulation by the Federal
Communications Commission ("FCC") under the Communications Act of 1934, as
amended ("the Communications Act") and the Telecommunications Act of 1996. The
Company is required to obtain licenses from the FCC to use the radio frequencies
necessary for its paging operations. These authorizations specify the particular
locations and frequencies authorized for use by the Company and set forth
technical parameters such as power, tower height and antenna specifications
under which the Company is permitted to use its frequencies.
The Company's current frequencies are in the 900 MHz band and its
operations are governed under the Commission's Rules covering commercial mobile
radio services ("CMRS"). CMRS licensees must provide interconnection upon
reasonable request, must not engage in any unreasonably discriminatory practices
and are subject to complaints regarding any unlawful practices. The Company is
also subject to provisions that authorize the FCC to provide remedial relief to
an aggrieved party upon finding of a violation of the Communications Act and
related customer protection provisions.
The Company's FCC licenses are issued for ten years. At the end of the ten
year term, the Company must file applications for renewal of its authorizations.
The Company can expect renewal if it has met minimum service requirements. While
there can be no assurance that any future renewal applications filed by the
Company will be approved, based upon its experience to date, the Company knows
of no reason to believe that such renewal applications would not be routinely
approved.
The Communications Act requires prior FCC approval for the transfer of
control of a Company that holds FCC radio licenses as well as prior consent to
the assignment of such licenses to another entity. Although there can be no
assurances that any such future applications filed by the Company will be
approved or acted upon in a timely manner by the FCC, the Company, based on its
past experience, knows of no reason to believe that any future transfer or
assignment applications would not be ultimately approved.
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The Omnibus Budget Reconciliation Act of 1993 (the "Budget Act") imposed a
structure of regulatory fees which the Company is required to pay with respect
to its licenses. The Company believes that these regulatory fees will not have a
material adverse effect on the Company's business.
The Communications Act also limits foreign ownership in FCC licensed CMRS
entities to no more than twenty percent (20%) direct ownership and, without
Commission consent, no more than twenty-five (25%) indirect ownership. However,
as the result of the World Trade Organization ("WTO") Agreement on Basic
Telecommunications Service entered into February 15, 1997 and effective February
5, 1998, the Commission liberalized foreign participation in the U.S.
telecommunications market by action taken November 25, 1997. This action allows
for an expedited process of approving indirect ownership over the 25% level for
WTO signatories.
The FCC, under the Communications Act, also has authority to revoke or
modify licenses issued by it. Any such revocation can only occur after notice
and opportunity for hearing based upon egregious misconduct by the licensee. No
license of the Company has ever been revoked or modified involuntarily.
Paging authorizations, such as those held by the Company, have
traditionally been issued on a site-specific basis. However, the FCC, on
February 19, 1997, adopted an Order looking to fundamental changes in its
regulation of the paging industry. Specifically, the FCC will, in the future,
issue most paging licenses on a geographic basis. The FCC has defined these as
Economic Areas ("EAs"). The future licensees will be given operating authority
on particular frequencies within these geographic areas, subject only to
protection of incumbent operators from interference. The FCC proposes to award
these future paging licenses by competitive bidding (Auctions). The Company, as
an incumbent licensee, will be entitled to interference protection from such
auction winners for its existing operations. However, the Company's ability to
expand its service territories will be affected by these new policies.
Because the auctions are new to paging, the Company cannot predict their
impact on its business. Initially, auctions or competitive biding may increase
the Company's cost of obtaining authorizations from the FCC. The FCC's new
wide-area licensing and auction Rules may also serve as a barrier to new
participants to the paging industry. On the other hand, the more flexible
licensing scheme should save on application costs associated with making changes
to facilities within the wide area should the Company be successful and bid for
wide areas or within its incumbent geographic areas. On the other hand, if the
Company is not a winner in the auctions for broad geographic areas, its ability
to expand its service territories will be affected by these new policies.
In the future, the Congress may modify or amend the Communications Act and
the FCC may modify its Rules or Policies in ways that could have a material
adverse effect on the Company's business. Such actions may effect the scope and
manner of the Company's operations and delivery of its service. It could lead to
increased competition in the paging industry. Other changes may have a positive
impact on the Company. For example, under the 1996 Amendments to the
Communications Act, local exchange carriers are prohibited from charging paging
carriers for the "transport and termination" of local exchange carrier
originated traffic. This has already led to substantial savings for the Company.
In addition, paging carriers may be entitled to compensation from other
telecommunications carriers that terminate a call on a paging network. This
could lead to additional revenue for the Company. Of course, the Company cannot
predict the final outcome of any FCC proceedings, any court challenges to any
FCC Rules or Policies or predict what Congress may, in the future, propose in
the way of changes to the telecommunications laws.
In connection with state regulations, under the amendments to the
Communications Act included in the Budget Act, the Congress preempted state and
local rate and entry regulation of all CMRS providers. Entry regulation
typically refers to the process whereby an entity's right to provide service in
a particular market is subject to the prior approval by a regulatory body such
as the state public service commission. Rate regulation traditionally concerns
the amount, terms and conditions that an operator may charge for its services.
These items were usually included in tariffs subject to approval by the state
regulatory body. While state and local regulatory bodies have been preempted
from rate and entry regulation, they may still regulate other aspects of the
Company's service offerings. This apparently has not created any burdensome
state or local regulation since the enactment of the 1993 Budget Act. However,
there can be no assurances that state and local governments will not attempt in
the future to expand their regulatory scope.
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The Company is subject to the state and local laws applicable to any
business enterprise. The 1996 Amendments to the Communications Act, however,
have limited the application of state and local zoning regulations requiring
that they not be unreasonably discriminatory among providers of functionally
equivalent wireless services and shall not have the effect of prohibiting the
provision of wireless services.
The foregoing description of certain regulatory considerations does not
purport to be a complete summary of all present federal and state regulatory
requirements nor of all proposed legislation and regulations pertaining to the
Company's present operations.
Employees
As of March 20, 1998, the Company had 28 full-time and four part-time
employees. The Company believes that its relationships with its employees are
generally good.
ITEM 2. PROPERTY
The Company's principal office is located in approximately 4,300 square
feet of leased space at Freehold Office Plaza, 4249 Route 9 North, Building 2,
Freehold, New Jersey. The fixed rent on the lease, which expires August 31,
1999, is currently approximately $76,000 per year. The fixed rent will increase
approximately 6% on September 1, 1998. In addition to fixed rent, the lease
requires the Company to pay its proportionate share of certain maintenance
expenses and any increase in real estate taxes and insurance costs. The Company
leases approximately 230 locations for its transmitters on commercial broadcast
towers, buildings and other fixed structures. In addition, the Company leases
space in New York, Pennsylvania, Maryland, and Massachusetts, primarily to house
equipment related to its paging systems. The rental payable for such leases,
together with those for the Company's transmitter locations, aggregated
approximately $140,000 per month, as of December 31, 1997.
ITEM 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings to which the Company is a
party or to which any of its property is subject.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable.
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PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's Common Stock is traded over the counter on the NASDAQ
SmallCap Market under the Symbol PPAR. In April 1997, the Company's Warrants
were delisted from NASDAQ due to an absence of market makers for this security.
Over the counter market quotations reflect inter-dealer prices without mark-up,
mark-down or commissions, and may not represent actual transactions. The
quarterly high and low bid prices for the Company's Common Stock and Warrants
for the past two years as reported by the National Association of Securities
Dealers, Inc., are as follows:
Common Stock: 1997 Common Stock: 1996
Quarter High Low Quarter High Low
First Quarter 2 1/16 3/4 First Quarter 3 1/2 2 3/4
Second Quarter 1 11/16 11/16 Second Quarter 3 3/8 2 1/2
Third Quarter 1 11/16 1 Third Quarter 3 3/8 1 3/8
Fourth Quarter 1 1/2 1 Fourth Quarter 3 1/4 3/4
Warrants:
Quarter High Low Quarter High Low
First Quarter 1/4 1/32 First Quarter 1 3/16 3/4
Second Quarter --- --- Second Quarter 1 1/8 5/8
Third Quarter --- --- Third Quarter 3/4 3/8
Fourth Quarter --- --- Fourth Quarter 11/16 1/16
On March 20, 1998, the closing bid price of the Company's Common Stock was
$1.563. As of March 20, 1998, there were approximately 100 record holders of the
Company's Common Stock. The number of record holders does not reflect the number
of beneficial owners of the Company's Common Stock for whom shares are held by
banks, brokerage firms and others. Based on information requests received from
representatives of such beneficial owners, management believes that there are at
least 1,000 beneficial holders of the Company's Common Stock.
Dividends
The payment of dividends is contingent upon the Company's revenues and
earnings, if any, capital requirements and general financial condition. The
payment of dividends is currently prohibited by the Company's Credit Agreement
with Motorola. It is the present intention of the Company's Board of Directors
to retain its earnings, if any, for use in the Company's business.
ITEM 6. 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 and changes therein
for the years ended December 31, 1997 and 1996. The table also presents certain
key operating statistics (unaudited) for the same periods.
10
<PAGE>
<TABLE>
<CAPTION>
1997 1996 Change
$ % $ % $ %
<S> <C> <C> <C> <C> <C> <C>
Revenues:
Service 7,012,000 77.3 4,950,000 71.7 2,062,000 41.7
Equipment Sales 2,057,000 22.7 1,960,000 28.3 97,000 4.9
---------- ----- ---------- ----- ---------- -----
Total Revenue 9,069,000 100.0 6,910,000 100.0 2,159,000 31.2
---------- ----- ---------- ----- ---------- -----
Operating Expenses:
Service 4,135,000 45.6 3,416,000 49.4 719,000 21.0
Cost of Equipment Sold 2,270,000 25.0 2,136,000 30.9 134,000 6.3
Selling 1,123,000 12.4 1,250,000 18.1 (127,000) (10.2)
General and Administrative 1,588,000 17.5 1,608,000 23.3 (20,000) (1.2)
---------- ----- ---------- ----- ---------- -----
9,116,000 100.5 8,410,000 121.7 706,000 8.4
---------- ----- ---------- ----- ---------- -----
EBITDA (47,000) (0.5) (1,500,000) (21.7) 1,453,000 96.9
Depreciation and
Amortization 1,170,000 12.9 1,056,000 15.3 114,000 10.8
---------- ----- ---------- ----- ---------- -----
Loss from operations (1,217,000) (13.4) (2,556,000) (37.0) 1,339,000 (52.4)
Interest expense 200,000 2.2 160,000 2.3 40,000 25.0
---------- ----- ---------- ----- ---------- -----
Net loss (1,417,000) (15.6) (2,716,000) (39.3) 1,299,000 47.8
---------- ----- ---------- ----- ---------- -----
Equivalent Units (end of year) 151,000 83,000 68,000 81.9
ARPU* 4.99 5.73 (.74) (12.9)
</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. 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
11
<PAGE>
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 1997 as compared to 1996 due to new
product introductions by the Company's supplier (Motorola) as well as price
increases by certain competitors. These changes occurred during the second half
of 1997. The Company continues to sell pagers as an accommodation to Resellers
and not as a source of profit.
Selling expenses decreased in 1997 as compared to 1996 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
which were not repeated in 1997.
Decreased general and administrative expense as compared to 1996 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
1997 reflecting the fact that the increase in service revenue exceeded the
resulting increase in cost of service. 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 the Metro System upgrade
described below.
Net loss decreased consistent with the improvement in EBITDA noted above,
partially offset by increased depreciation and interest expense.
Year 2000
Much of the Company's operating software was designed specifically for use
by the Company. As the services provided by the Company change, certain
underlying programs are updated. The Company's MIS personnel have informed the
Board of Directors that the code for all such updates is written to be "Year
2000 compliant". MIS personnel have further informed the Board that they have
investigated the balance of the underlying programs and have identified the
remaining programs requiring revision to become "Year 2000 compliant." They have
estimated that such revision can be completed before the end of 1998 without
material disruption to completion of the Company's normal MIS functions.
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
system. During 1997, the Company incurred
12
<PAGE>
approximately $750,000 of net capital expenditures primarily for technological
upgrades of the Metro System, substantially all of which was financed by
Motorola.
In March 1997, to supplement its cash position and satisfy the concerns of
Motorola, 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. 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.
Since the Motorola restructuring, the Company's revenues and EBITDA have
continued to improve on a quarter-to-quarter basis. In fact, although it
operated at a loss, the Company generated cash from operations in each of the
quarters ended September 30, 1997 and December 31, 1997. 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.
It is possible that the Company's revenues will not grow sufficiently to
enable the Company to meet the increasing EBITDA covenant in the Motorola loan
agreement, even though the Company might be generating sufficient cash from
operations to make the required interest and principal payments. If the Company
fails to meet its EBITDA covenant, it can cure the default by obtaining a
capital contribution or a subordinated loan in the amount of the deficiency.
Management anticipates that the Company will be able to obtain subordinated debt
or equity sufficient to satisfy any EBITDA deficiency which might occur in the
immediate future. Any issuance of equity to satisfy the Motorola loan covenants
could dilute the interests of the Company's current shareholders.
Certain statements contained in this discussion of the Company's operating
results and financial condition are "forward-looking" statements as defined in
the Private Securities Litigation Reform Act of 1995. All forward-looking
statements are based upon assumptions and are subject to risks, uncertainties
and other factors that could cause actual results to differ materially from
expectations. Among the factors that could impact upon the Company's results are
aggressive price competition in the paging industry, rapid technological change
in the wireless industry, and the performance of the Company's wireless systems.
NASDAQ Listing
The Company received a letter from NASDAQ dated March 16, 1998 advising of
a concern regarding the continued listing of the Company's common stock on the
NASDAQ SmallCap Market. To be eligible for continued listing, the Company's
Common Stock must maintain a minimum bid price of $1.00. Based upon its review
of the price data during the thirty consecutive trading days ended March 13,
1998, NASDAQ concluded that the Company's Common Stock failed to meet the
minimum bid requirement.
The Company has ninety days in which to regain compliance with the minimum
bid price requirement, which will be deemed satisfied if the Company maintains a
closing bid price of $1.00 or more for ten consecutive trading days. Management
believes that the issuance of the NASDAQ letter was an error. The Board of
Directors is considering what action, if any, to take in an effort to cause the
Company's common stock to comply with the minimum bid requirement. The Company
has until June 16, 1998 to request a hearing to stay the delisting process.
ITEM 7. FINANCIAL STATEMENTS - See Index to Financial Statements, Page 14.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE - Not Applicable.
13
<PAGE>
PAGING PARTNERS CORPORATION
INDEX
Report of Independent Certified Public Accountants.......................... 15
Balance Sheet............................................................... 16
Statements of Operations.................................................... 17
Statements of Changes in Stockholders' Equity............................... 18
Statements of Cash Flows.................................................... 19
Notes to Financial Statements............................................... 20
14
<PAGE>
INDEPENDENT AUDITORS' REPORT
Board of Directors
Paging Partners Corporation
Freehold, NJ
We have audited the accompanying balance sheet of Paging Partners Corporation as
of December 31, 1997, and the related statements of operations, changes in
stockholders' equity, and cash flows for the years ended December 31, 1997 and
1996. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Paging Partners Corporation as
of December 31, 1997 and the results of its operations and its cash flows for
the years ended December 31, 1997 and 1996 in conformity with generally accepted
accounting principles.
/s/Berenson & Company LLP
- -------------------------
New York, NY
January 23, 1998
15
<PAGE>
PAGING PARTNERS CORPORATION
BALANCE SHEET
December 31, 1997
<TABLE>
<S> <C>
Assets
Current Assets:
Cash and Cash Equivalents ....................................................... $ 752,000
Accounts Receivable (Net of Allowances of $61,000) ............................. 522,000
Inventory ....................................................................... 106,000
Other Current Assets ............................................................ 194,000
------------
Total Current Assets ..................................................... 1,574,000
Property and Equipment .......................................................... 4,608,000
Licenses (Less Accumulated Amortization of $775,000) ............................ 541,000
------------
$ 6,723,000
============
Liabilities
Current Liabilities:
Current Maturities of Notes Payable ............................................. $ 384,000
Accounts Payable and Accrued Expenses ........................................... 989,000
------------
Total Current Liabilities ................................................ 1,373,000
Notes Payable (Less Current Maturities) ......................................... 1,590,000
------------
2,963,000
------------
Commitments
Stockholders' Equity
Common Stock, $.01 Par Value, 20,000,000 Shares Authorized ...................... 63,000
Preferred Stock, $.01 Par Value, 1,000,000 Shares Authorized (none issued) ...... -0-
Additional Paid-In Capital ...................................................... 12,643,000
Accumulated Deficit ............................................................. (8,946,000)
------------
3,760,000
------------
$ 6,723,000
============
</TABLE>
The accompanying notes to financial statements are an integral part hereof.
16
<PAGE>
PAGING PARTNERS CORPORATION
STATEMENTS OF OPERATIONS
Years Ended December 31,
---------------------------
1997 1996
----------- -----------
Revenues:
Service ................................. $ 7,012,000 $ 4,950,000
Equipment sales ......................... 2,057,000 1,960,000
----------- -----------
9,069,000 6,910,000
----------- -----------
Expenses:
Service ................................. 4,135,000 3,416,000
Cost of equipment sold .................. 2,270,000 2,136,000
Selling ................................. 1,123,000 1,250,000
Administrative .......................... 1,588,000 1,608,000
----------- -----------
9,116,000 8,410,000
----------- -----------
Loss from operations before depreciation
and amortization ............................ (47,000) (1,500,000)
Depreciation and amortization .................. 1,170,000 1,056,000
----------- -----------
Loss from operations ........................... (1,217,000) (2,556,000)
Interest expense ............................... 200,000 160,000
----------- -----------
NET LOSS ....................................... $(1,417,000) $(2,716,000)
=========== ===========
NET LOSS PER COMMON SHARE ..................... $ (0.23) $ (0.50)
=========== ===========
Weighted average common shares outstanding .... 6,180,000 5,371,000
=========== ===========
The accompanying notes to financial statements are an integral part hereof.
17
<PAGE>
PAGING PARTNERS CORPORATION
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Additional
Common Stock Paid-In Accumulated
Shares Amount Capital Deficit
---------- ------- ----------- -----------
<S> <C> <C> <C> <C>
Balance December 31, 1995 ...... 4,800,000 $48,000 $10,663,000 $(4,813,000)
Net proceeds of private placement 857,000 9,000 1,291,000
Net loss ........................ (2,716,000)
Other ........................... 16,000 0 90,000
---------- ------- ----------- -----------
BALANCE DECEMBER 31, 1996 ...... 5,673,000 57,000 12,044,000 (7,529,000)
Net proceeds of private placement 541,000 5,000 495,000
Net loss ........................ (1,417,000)
Other ........................... 87,000 1,000 104,000
---------- ------- ----------- -----------
BALANCE DECEMBER 31, 1997 ...... 6,301,000 $63,000 $12,643,000 $(8,946,000)
========== ======= =========== ===========
</TABLE>
The accompanying notes to financial statements are an integral part hereof.
18
<PAGE>
PAGING PARTNERS CORPORATION
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Years Ended December 31,
--------------------------------
1997 1996
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net loss ............................................. $(1,417,000) $(2,716,000)
Adjustments to reconcile net loss to net
cash provided (used) by operating activities:
Depreciation ..................................... 1,038,000 928,000
Amortization ..................................... 132,000 128,000
Noncash compensation ............................. -0- 34,000
Changes in operating assets and liabilities:
Decrease in accounts receivable net
of allowances and deferred revenue ............ 33,000 41,000
Increase in other current assets ................ (125,000) (12,000)
(Increase) decrease in inventory ................ (13,000) 289,000
Increase in accounts payable and accrued expenses 471,000 269,000
----------- -----------
Net cash provided (used) by operating activities . 119,000 (1,039,000)
----------- -----------
Cash flows from investing activities:
Acquisition of property, equipment and licenses ...... (213,000) (292,000)
----------- -----------
Net cash used by investing activities ............ (213,000) (292,000)
----------- -----------
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 ........................... (170,000) (61,000)
----------- -----------
Net cash provided by financing activities ........ 339,000 1,285,000
----------- -----------
Net increase (decrease) in cash and cash equivalents . 245,000 (46,000)
Cash and cash equivalents beginning of year ......... 507,000 553,000
----------- -----------
Cash and cash equivalents end of year ................ $ 752,000 $ 507,000
=========== ===========
Supplemental disclosures of cash flow information:
Cash paid for interest ........................... $ 200,000 $ 150,000
Debt incurred for the purchase of equipment ...... 741,000 540,000
Common stock issued in exchange for services ..... 96,000 -0-
Other ............................................ -0- 10,000
</TABLE>
The accompanying notes to financial statements are an integral part hereof.
19
<PAGE>
PAGING PARTNERS CORPORATION
NOTES TO FINANCIAL STATEMENTS
1. The Company:
Paging Partners Corporation ("The Company") operates two paging systems
providing one-way wireless messaging services in portions of ten states from
New Hampshire to Virginia.
2. Capitalization:
a. Initial Public Offering:
In May 1994, the Company completed an initial public offering of 1,800,000
units at $6.00 per unit. Each unit consists of one share of common stock and
one redeemable common stock purchase warrant. The Company issued the units to
the underwriter for a total of $10,800,000. Net proceeds to the Company after
underwriting costs was $8,942,000.
In connection with the initial public offering, the Company sold to the
representative of the underwriters, for an aggregate of $100, the right to
purchase up to an aggregate of 170,000 units. The units are identical to
those described herein except that the warrants are not redeemable and have
an exercise price equal to 122% of the exercise price of the warrants
described below.
Each warrant entitles the holder to purchase one share of common stock of the
Company for $6.60, subject to adjustment in certain circumstances, at any
time during the period commencing May 19, 1995 and ending on May 19, 1999.
The Company may call the warrants for redemption, in whole or in part, at a
price of $.01 per warrant at any time after they become exercisable upon 30
days' notice if the last sale price of the common stock has been at least
175% of the then exercise price of the warrants for the 20 consecutive
trading days ending on the third day prior to the date on which the notice of
redemption is given.
b. Private Equity Placements
In May 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
$1,300,000 after deduction of placement agent and professional fees,
including $130,000 of placement agent fees paid to affiliates of one of the
Company's directors.
In March 1997, the Company completed a private placement of 515,000 shares of
its Common Stock for gross proceeds of $532,000, yielding estimated net
proceeds of $500,000 after deduction of professional fees and other expenses.
115,000 of the shares were purchased by members of the Company's Board of
Directors. 26,000 additional shares of stock were issued in payment of
professional fees in connection with this transaction.
20
<PAGE>
PAGING PARTNERS CORPORATION
NOTES TO FINANCIAL STATEMENTS
c. Options:
The Company has a stock option plan (the "Plan"), pursuant to which options
to purchase shares of the Company's common stock, intended to qualify as
"incentive stock options", may be granted to employees and directors of the
Company and independent contractors providing services to the Company. A
total of 450,000 shares of common stock have been reserved for issuance under
the Plan. Options are exercisable for terms of six months to ten years from
the date granted. Details are as follows:
Number Option
Of Shares Price Range
--------- -----------
1996
Outstanding, January 1 210,500 $2.75 - 6.25
Granted 176,700 $1.38 - 4.38
Exercised 16,000 $2.88
Cancelled 110,600 $2.75 - 6.00
Outstanding, December 31 260,600 $1.38 - 6.25
Exercisable, December 31 129,350 $2.75 - 6.25
1997
Granted 128,500 $0.88 - 1.38
Exercised 10,000 $0.88
Cancelled 37,150 $1.38 - 6.25
Outstanding, December 31 341,950 $0.88 - 6.25
Exercisable, December 31 254,050 $0.88 - 6.25
The Company continues to measure compensation cost pursuant to APB No. 25, as
permitted by the Financial Accounting Standards Board (FASB) Statement No. 123.
Had compensation cost been determined on the basis of FASB Statement No. 123,
net income and earnings per share would have been reduced as follows:
1997 1996
---- ----
Net Loss:
As reported $(1,417,000) $(2,716,000)
Pro forma $(1,445,000) $(2,733,000)
Net Loss per Common Share:
As reported $(0.23) $(0.50)
Pro forma $(0.23) $(0.51)
21
<PAGE>
PAGING PARTNERS CORPORATION
NOTES TO FINANCIAL STATEMENTS
The fair value of compensation was computed using an option-pricing model which
took into account the following factors as of the grant date:
o the exercise price and expected life of the option
o the current price of the stock and its expected volatility
o expected dividends, if any, on the stock
o the risk-free interest rate for the expected term of the option
using the Treasury Note rate with a remaining term equal to the
expected life of the options.
3. Significant Accounting Policies:
a. Cash and Cash Equivalents:
Investments in liquid, marketable securities with original maturities of less
than three months are considered to be cash equivalents and are carried at
amortized cost.
b. Inventory:
Inventory is stated at the lower of cost (first-in, first-out basis) or
market, and consists of pagers for resale.
c. Property and Equipment:
Property and equipment are recorded at cost. The Company provides for
depreciation using the straight-line method over the estimated useful lives
ranging from 5 to 10 years.
d. Licenses:
Licenses are amortized using the straight-line method over their terms (10
years).
e. Income Taxes:
Income taxes for the Company have been provided for the tax effects of
transactions reported in the financial statements and will consist of taxes
currently due plus deferred taxes related primarily to differences between
the basis of assets for financial and income tax reporting.
f. Concentration of Risk:
The Company maintains its cash and cash equivalents in one commercial bank
and one money market fund which invests solely in securities issued by the US
government. The Company's accounts receivable are due from resellers located
in the Northeast and Mid-Atlantic regions of the United States and the
ability to collect is based upon economic conditions in the area. The Company
purchases substantially all of its paging system equipment and pagers for
resale from Motorola. However, such items are also available from Motorola's
competitors.
g. Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
22
<PAGE>
PAGING PARTNERS CORPORATION
NOTES TO FINANCIAL STATEMENTS
h. Fair Value of Financial Instruments
The carrying amounts of financial instruments including cash and cash
equivalents, accounts receivable and accounts payable approximate fair value
because of the short maturity of these instruments. The carrying amounts of
notes payable approximate fair value because of similar current rates at
which the Company could borrow funds with consistent remaining maturities.
4. Property and Equipment:
Transmission and other paging equipment $6,570,000
Telephone and computer equipment 590,000
Other 134,000
----------
7,294,000
Less accumulated depreciation 2,686,000
----------
$4,608,000
==========
5. Notes Payable
Since June 1995, Motorola has agreed to provide financing for equipment to
complete the build-out of the Company's Corridor paging system and the
upgrade of its Metro paging system. $1,974,000 remains due to Motorola under
this arrangement as of December 31, 1997, bearing interest at the 90-day
commercial paper rate +6%. Borrowings are collateralized by all of the
Company's assets. This arrangement is subject to certain covenants measured
by the Company's financial condition and performance.
Principal maturities of notes payable are as follows:
1998........................................................... $384,000
1999........................................................... 444,000
2000........................................................... 504,000
2001........................................................... 504,000
2002........................................................... 138,000
23
<PAGE>
PAGING PARTNERS CORPORATION
NOTES TO FINANCIAL STATEMENTS
6. Commitments:
a. Leases:
The Company leases office space, satellite transmission services, and
transmitter sites both on a month-to-month basis and under noncancelable
operating leases which provide for increased rentals based upon increases in
real estate taxes, operating costs or selected price indices. Minimum annual
rentals under leases expiring at various times through January 2006 are as
follows:
1998............................................. $1,530,000
1999............................................. 1,018,000
2000............................................. 612,000
2001............................................. 233,000
2002............................................. 142,000
Thereafter..................................... 284,000
Rent expense was $1,676,000 and $1,483,000 for 1997 and 1996, respectively.
b. Employment Agreements:
The Company has employment agreements with four executives with total
compensation due as follows:
1998 $350,000
1999 $ 89,000
7. Income Taxes:
The Company is permitted to recognize currently the future benefit of its net
operating loss carryforwards and future tax deductions for expenses previously
recorded for financial reporting purposes. At December 31, 1997, the Company had
available net operating loss carryforwards of approximately $7,100,000 expiring
through 2012.
As of December 31, 1997, the recorded deferred tax asset, representing the
expected benefit from the future realization of the net operating losses, net of
the valuation allowance, was $-0-. The sources of the deferred tax asset and the
tax effect is as follows:
Net operating loss carry forward benefit $ 2,840,000
Valuation allowance ( 2,840,000)
------------
Deferred tax asset $ - 0 -
=======
24
<PAGE>
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS
The Company has a classified Board of Directors of five persons divided into
three classes. Directors of each class are elected at the annual meeting of
stockholders held in the year in which the term for such class expires and serve
for three years. Below is the name and age of each director, the year in which
he or she became a director of the Company, the year in which his or her term
expires, his or her principal occupations during the last five years and any
other directorships in publicly-held companies. Unless otherwise indicated, the
following information is current as of March 15, 1998.
Term expired in 1996:
Robert M. Davidoff, 71, has served as a director of the Company since its
organization in February 1994. He is currently a Managing Director of Carl Marks
& Co., Inc., an investment banking firm, where he has been employed since June
1950. He is also a general partner of CMNY Capital, L.P., a small business
investment company founded in March 1962, and chairman of CM Capital
Corporation, an investment vehicle which he founded in March 1982, both of which
are affiliated with Carl Marks & Co., Inc. Mr. Davidoff serves on the Board of
Directors of Hubco Exploration, Inc., Marisa Christina Corporation, Sidari Corp.
and Rex Stores Corporation, all of which are publicly held.
Richard J. Giacchi, 48, founded the Company with Leonard Fink in August 1990.
He served as President of the general partner of Paging Partners, L.P., since
its formation and was appointed a director and the President and Chief Executive
Officer of the Company upon its organization in February 1994. From March 1986
to October 1990, Mr. Giacchi was employed as the Director of Engineering for
O.R. Estman, Inc. (also known as Satellite Paging), a company which provides
paging services. In this position, Mr. Giacchi's responsibilities included
design, construction and maintenance of a wide-area paging system operating
throughout the Northeast Corridor.
Term expired in 1997:
Leonard D. Fink, 59, founded the Company with Mr. Giacchi in August 1990. Mr.
Fink served as Secretary and Treasurer of the general partner of Paging
Partners, L.P., since its formation and was appointed Chairman of the Company
upon its organization in February 1994. Since August 1984, Mr. Fink has served
as President of MessageBank, Inc., a privately held voice
mail/telecommunications service business which he founded and continues to own.
From June 1964 through February 1983, Mr. Fink served as President of Phone
Depots, Inc., a radio common carrier paging business he founded and subsequently
sold to Paging Network, Inc. (PageNet).
Although the terms of Messrs. Davidoff, Fink and Giacchi have already expired,
they have continued to serve as directors because the Company determined not to
hold annual meetings during 1996 and 1997. Their positions will be subject to
election at the Company's next annual meeting.
Term expires in 1998:
Monte Engler, 56, served as legal advisor to Paging Partners, L.P.,
predecessor to the Company, since its inception, and as a director of the
Company since its organization. He is currently a partner at the law firm of
Phillips Nizer Benjamin Krim & Ballon LLP specializing in telecommunications
matters, where he has worked since November 1984. Mr. Engler serves as the
attorney for the New York State Radio Common Carrier Association, a paging
company trade association. Mr. Engler was one of the founders of and formerly
counsel to the predecessor company to Cellular One, the non-wireline cellular
operator in the New York metropolitan area.
Rochelle B. King, 60, has served as an investment banker to Paging Partners,
L.P., since its inception and as a director of the Company since its
organization in February 1994. From January 1992 to the present, she has been a
Senior Advisor to Bentley Associates, L.P., and Bentley Securities Corporation,
investment banking firms. In April 1989, she established King Investment Banking
Services to provide financial services and consulting to the broadcasting, media
and communications industries, which she continues today. Ms. King also has
served as an independent general partner in Kagan Media Partners, a Paine Webber
public limited partnership.
25
<PAGE>
The names of the directors and executive officers of the Company and their
respective positions are as follows:
Name Position
---- --------
Leonard D. Fink Chairman of the Board of Directors
Richard J. Giacchi President, Chief Executive Officer and Director
Keith J. Powell Executive Vice President and General Manager
Jeffrey M. Bachrach Vice President, Chief Financial Officer, Treasurer
and Secretary
Robert M. Davidoff Director
Monte Engler Director
Rochelle B. King Director
Set forth below is information concerning certain executive officers of the
Company.
Keith J. Powell, 43, has served as Executive Vice President and General
Manager of the Company since June 1996. From April 1992 through May 1996, he was
Vice President and General Manager first for PageNet of New York and then
PageNet of New Jersey. From 1983 to 1992 Mr. Powell held various positions
including Vice President, Marketing with the Texwipe Company, a manufacturer of
engineered products for aerospace, electronics and biomedical markets.
Jeffrey M. Bachrach, 42, has served as the Company's Vice President, Finance,
and Principal Financial and Accounting Officer, since September 1994. From 1988
to December 1992, Mr. Bachrach served as the Vice President, Finance, and
Principal Accounting Officer of Polymerix, Inc., a publicly held company engaged
in the manufacture of plastic lumber. From January 1993 to March 1994, Mr.
Bachrach was employed as the Vice President, Finance of Sadat Associates, Inc.,
a privately held environmental consultant. Mr. Bachrach is a certified public
accountant.
Independent Directors; Committees
In connection with NASDAQ's recent amendments to various regulations
applicable to Small Cap Companies, the Board of Directors considered the
relationships between the Company and each of its directors and determined that
Robert Davidoff, Monte Engler, and Rochelle King are all "independent
directors".
The Company's Board of Directors maintains an Audit Committee consisting of
Robert Davidoff and Monte Engler, and a Compensation Committee consisting of
Robert Davidoff and Monte Engler.
Regulatory Filings
Richard J. Giacchi and his wife each made gifts of 17,000 shares of the
Company's Common Stock to their children in December 1997. Mr. Giacchi neglected
to timely file the Reports required as a result of such gifts.
26
<PAGE>
ITEM 10. EXECUTIVE COMPENSATION
The following table sets forth information concerning compensation for
services in all capacities awarded to, earned by or paid to Mr. Giacchi, the
Company's Chief Executive Officer, during the years ended December 31, 1995 and
1996. Mr. Giacchi was the only employee of the Company whose compensation
exceeded $100,000 during such years. In 1997, the table includes such
compensation for all executive officers earning in excess of $100,000.
Summary Compensation Table
================================================================================
Annual Compensation
-------------------
- --------------------------------------------------------------------------------
Salary Bonus Other Annual
Name and Principal Position Year ------ ----- Compensation
- --------------------------- ---- ($) ($) ------------
- --------------------------------------------------------------------------------
Richard J. Giacchi 1997 143,000 0 ---
President and Chief
Executive Officer
- --------------------------------------------------------------------------------
1996 146,000 0 ---
- --------------------------------------------------------------------------------
1995 136,000 0 ---
- --------------------------------------------------------------------------------
Keith J. Powell 1997 130,000 16,000 ---
Executive Vice President
And General Manager
- --------------------------------------------------------------------------------
Jeffrey M. Bachrach 1997 104,000 0 ---
Vice President, Treasurer,
Secretary
And Chief Financial Officer
================================================================================
Compensation Arrangements
The Company entered into five-year employment agreements with Mr. Giacchi and
Mr. Fink effective May 1994. Mr. Giacchi agreed to devote his entire working
time and attention to the business of the Company during the term of his
Agreement. Mr. Fink agreed to devote such of his working time and attention to
the business of the Company as is necessary for him to effectively perform his
duties under his Agreement. Mr. Fink currently serves as President of Message
Bank, Inc., a corporation which he founded and continues to own, which is
engaged in the provision of voice mail services and is permitted by the terms of
his agreement to continue to serve in such capacity and to engage in such other
non-competing business activities as will not prevent him from performing his
duties on behalf of the Company. Mr. Giacchi and Mr. Fink have agreed not to
compete with the Company for a period of two years following termination of
their respective employment agreements.
Pursuant to his employment agreement, Mr. Giacchi's base compensation for
the contract year ending May 1998 shall be $165,000. His compensation for the
contract year ending May 1999 shall be as determined by the Compensation
Committee of the Board of Directors provided that in no event will his base
salary be less than $177,000 and the maximum incentive compensation that can be
earned shall not be less than the maximum incentive compensation which could
have been earned during the previous year. The Company also provides Mr. Giacchi
with certain disability and life insurance in addition to that provided to its
employees generally, and the use of an automobile. To enable the Company to
preserve cash, Mr. Giacchi has agreed to defer until 1999 receipt of an
aggregate of $41,000 of salary and bonus payable for services rendered in 1997
and 1996.
Pursuant to his employment agreement, Mr. Fink will receive a salary of
$55,000 for the contract year ending May 1998. Mr. Fink's compensation for the
contract year ending May 1999 shall be as determined by the Compensation
Committee of the Board of Directors provided that base salary will not be less
than $59,000 and the maximum incentive compensation that can be earned during
any year shall not be less than the maximum incentive compensation which could
have been earned during the previous year. To enable the Company to preserve
cash, Mr. Fink has agreed to defer until 1999 receipt of an aggregate of $52,000
of salary and bonus payable for services rendered in 1997 and 1996.
27
<PAGE>
The Company also has entered into an employment agreement with Jeffrey
Bachrach. Mr. Bachrach's current employment agreement, as amended, is effective
through September 30, 1998, and, if not terminated by either party, renews on a
year-to-year basis thereafter. The agreement provides for an annual salary of
$110,000 for the year ended September 30, 1998. In addition, the Company granted
to Mr. Bachrach options to purchase an aggregate of 40,000 shares of the
Company's Common Stock, exercisable at the fair market prices of the Common
Stock as determined on the respective dates of grant of the options. To
facilitate Mr. Bachrach's exercise of his stock options, the Company agreed to
pay to him at such time as he should choose to exercise his options exercisable
during the second half of 1997 for 10,000 shares an amount equal to the exercise
price of such options, $8,750 in the aggregate. Mr. Bachrach did exercise these
options in July 1997. To enable the Company to preserve cash, Mr. Bachrach has
agreed to defer until 1999 receipt of $9,000 in salary for services rendered in
1997 and 1996.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of March 15, 1998, the Company had outstanding and entitled to vote
6,301,000 shares of Common Stock, par value $.01 per share ("Common Stock"), and
1,800,000 Common Stock Purchase Warrants ("Warrants"). In addition, the
representative of the underwriters of the Company's initial public offering held
options to purchase 170,000 units ("Unit"), each Unit consisting of one share of
Common Stock and one Warrant, and the Company had issued an aggregate of 342,000
options, exercisable at various prices, to its employees for services rendered
to the Company.
To the knowledge of the Company the following table sets forth the
ownership of the Company's Common Stock as of March 15, 1998, by each person
owning more than 5% of such Common Stock, by each officer and director and by
all officers and directors as a group:
Number Percentage
of Beneficially
Name of Beneficial Owner Shares Owned
------------------------ ------ -----
Richard J. and Celeste Giacchi (1)(2) 1,012,406 16.1%
Leonard D. and Nancy Fink (1)(3) 1,000,372 15.9%
Allen & Company 443,571 7.0%
Dolphin Offshore Partners, L.P. (4) 609,000 9.7%
Robert Davidoff (1)(5) 280,168 4.4%
Rochelle B. King (1)(6) 140,139 2.2%
Monte Engler (1)(7) 57,578 *
Keith Powell (8) 40,000 *
Jeffrey Bachrach (9) 45,000 *
All directors and officers as a group
(7 persons ) (2) (3) (5) (6) (7) (8) (9) 2,575,663 40.4%
- ----------------
* Less than 1%
28
<PAGE>
(1) The business address of Mr. and Mrs. Fink, Mr. and Mrs. Giacchi, Mr.
Bachrach and Mr. Powell is c/o Paging Partners, 4249 Route 9 North,
Freehold, New Jersey 07728. The business address of Robert Davidoff is c/o
Carl Marks & Co., Inc. 135 E. 57th Street, New York, New York 10022. The
business address of Rochelle B. King is c/o Bentley Associates L.P., 1155
Avenue of the Americas, New York, New York 10036. The business address of
Monte Engler is c/o Phillips, Nizer, Benjamin, Krim & Ballon LLP, 666 Fifth
Avenue, New York, New York 10103.
(2) Includes (i) 501,553 shares held of record by Mr. Giacchi; (ii) 453,337
shares held of record by Mrs. Giacchi, his wife, and (iii) 57,516 shares
held of record by trusts for the benefit of their minor children. Mr. and
Mrs. Giacchi each disclaims any beneficial ownership of the shares held of
record by the other. Excludes any shares held by Mr. Giacchi's adult
children.
(3) Includes (i) 530,035 shares held of record by Mr. Fink and (ii) 470,337
shares held of record by Mrs. Fink, his wife, Mr. and Mrs. Fink each
disclaims any beneficial ownership of the shares held of record by the
other. Excludes any shares held by the adult children of Mr. and Mrs. Fink.
(4) Share position is as of January 9, 1998.
(5) 235,168 of the shares attributed to Mr. Davidoff are owned by CMNY Capital
I and CMNY Capital II; Mr. Davidoff is a general partner of CMNY Capital I
and CMNY Capital II and disclaims beneficial ownership of such shares.
(6) Includes 7,895 shares held of record by trusts for the benefit of Ms.
King's grandchildren. Excludes any shares held by Ms. King's adult
children.
(7) 29,396 of such shares are held of record by Mr. Engler's wife and he
disclaims any beneficial ownership thereof. Also excludes 18,182 shares
held by Phillips Nizer Benjamin Krim & Ballon LLP. (See Item 12 below) as
to which Mr. Engler disclaims beneficial ownership.
(8) These are shares which may be acquired pursuant to options exercisable
within sixty (60) days of the date hereof.
(9) Includes 30,000 shares which may be acquired pursuant to options
exercisable within (60) days of the date hereof and 2,500 shares held by
Mr. Bachrach as custodian for his minor child.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company currently leases space from MessageBank, Inc., a corporation
owned by Mr. Fink, for which it pays approximately $1,300 per month. Management
believes that the terms of such lease are no less favorable to the Company than
those which would be available from a third party. MessageBank, Inc., also
provides voicemail and other services to the Company for which it is paid its
standard charges. The amount of revenues paid to MessageBank, Inc., during each
of 1995 and 1996 for services rendered to the Company was less than $5,000. The
Company anticipates that it will continue to lease space and purchase certain
services from MessageBank, Inc. in the future, but the volume of such purchases
is not anticipated to substantially increase.
Monte Engler, a director of the Company, is a partner at the law firm of
Phillips, Nizer, Benjamin, Krim & Ballon LLP, ("PNBK&B") which performs legal
services for the Company. During 1997, PNBK&B agreed to receive 18,182 shares of
the Company's Common Stock in satisfaction of accrued legal fees in the amount
of $25,000.
29
<PAGE>
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
The following documents are filed as part of this report:
Exhibit No. Description of Exhibit
----------- ----------------------
3.1 Amended and Restated Certificate of Incorporation of the
Registrant. (1)
3.2 Revised By-Laws of the Registrant. (1)
4.1 Form of Common Stock Certificate. (1)
4.2 Form of Warrant Certificate. (1)
4.3 Form of Unit Purchase Option granted to GKN Securities Corp.
(1)
4.4 Warrant Agreement between Continental Stock Transfer & Trust
Company and the Registrant. (1)
10.1 Revised Form of Employment Agreement between the Company and
Richard J. Giacchi. (1)
10.2 Revised Form of Employment Agreement between the Company and
Leonard D. Fink. (1)
10.6 Form of Employment Agreement between the Company and Jeff
Bachrach. (2)
10.8 Lease dated August 11, 1994, between Freehold Office Plaza and
The Company, with respect to the office space at Freehold
Office Plaza. (2)
10.9 1994 Incentive Stock Option Plan. (1)
10.12 Common Stock Purchase Agreement by and among the Company,
Dolphin Offshore Partners, L.P., Leonard D. Fink, Richard J.
Giacchi, Monte Engler, and Robert Davidoff dated March 11,
1997. (3)
10.13 Registration Rights Agreement dated March 11, 1997. (3)
10.14 Second Waiver and Amendment Agreement between the Company and
Motorola, Inc. (3)
10.15 Amended and Restated Promissory Note between the Company and
Motorola, Inc. (3)
23 Consent of Independent Auditor (4)
27 Summary Financial Information (4)
(1) Incorporated by reference to the Company's Registration Statement on Form
SB-2 (Registration No. 33-76744).
(2) Incorporated by reference to the Company's Annual Report on Form 10-KSB for
the year ended December 31, 1994.
(3) Incorporated by reference to the Company's Annual Report on Form 10-KSB for
the year ended December 31, 1996.
(4) Filed herewith.
30
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 and 15(d) 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.
Dated: March 25, 1998
PAGING PARTNERS CORPORATION
(Registrant)
By: /s/Richard J. Giacchi
-------------------------------
Richard J. Giacchi, President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/Leonard D. Fink Chairman of the Board of Directors March 25, 1998
- ----------------------
Leonard D. Fink
/s/Richard J. Giacchi President, Director and Principal March 25, 1998
- ---------------------- Executive Officer
Richard J. Giacchi
/s/Jeffrey M. Bachrach Vice President, Treasurer, March 25, 1998
- ---------------------- Secretary, and Principal Financial
Jeffrey M. Bachrach and Accounting Officer
/s/Robert Davidoff Director March 25, 1998
- ----------------------
Robert Davidoff
/s/Monte Engler Director March 25, 1998
- ----------------------
Monte Engler
/s/Rochelle B. King Director March 25, 1998
- ----------------------
Rochelle B. King
31
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITOR
We hereby consent to the incorporation by reference in the Registration
Statements of Paging Partners Corporation on Forms S-3 and S-8 of our report
dated January 23, 1998, appearing in the Annual Report on Form 10-KSB of Paging
Partners Corporation for the year ended December 31, 1997.
/s/Berenson & Company LLP
- -------------------------
New York, NY
March 25, 1998
32
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 752,000
<SECURITIES> 0
<RECEIVABLES> 522,000
<ALLOWANCES> 0<F1>
<INVENTORY> 106,000
<CURRENT-ASSETS> 1,574,000
<PP&E> 4,608,000<F2>
<DEPRECIATION> 0
<TOTAL-ASSETS> 6,723,000
<CURRENT-LIABILITIES> 1,373,000
<BONDS> 1,590,000<F3>
0
0
<COMMON> 63,000
<OTHER-SE> 3,697,000
<TOTAL-LIABILITY-AND-EQUITY> 6,723,000
<SALES> 2,057,000
<TOTAL-REVENUES> 9,069,000
<CGS> 2,270,000
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 6,846,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 200,000
<INCOME-PRETAX> (1,417,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,417,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,417,000)
<EPS-PRIMARY> (.23)
<EPS-DILUTED> (.23)
<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>
