================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10 - QSB
(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 1998.
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________________________ to ___________________
Commission File Number 1-13002
PAGING PARTNERS CORPORATION
(Exact name of small business issuer as specified in its charter)
Delaware 22-3281446
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
Freehold Office Plaza
4249 Route 9N, Bldg. 2
Freehold, New Jersey 07728
(address of principal executive offices)
(732) 409-7088
(Issuer's telephone number)
(Former name, former address and former fiscal year
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days.
Yes |X| No |_|
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 6,301,000 shares of Common
Stock, $.01 par value, were outstanding, as of May 1, 1998
Transitional Small Business Disclosure Format (check one):
Yes |_| No |X|
<PAGE>
Form 10-QSB
INDEX
Page
Number
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Balance Sheets 3
Condensed Statements of Operations 4
Condensed Statements of Cash Flows 5
Notes to Condensed Financial Statements 6
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of
Operations 7
PART II. OTHER INFORMATION 10
SIGNATURES 11
2
<PAGE>
PAGING PARTNERS CORPORATION
CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
------------ ------------
(Unaudited)
<S> <C> <C>
Assets
Current Assets:
Cash and Cash Equivalents ...................................................... $ 674,000 $ 752,000
Accounts Receivable (Net of Allowances of $61,000) ............................. 344,000 522,000
Inventory ...................................................................... 211,000 106,000
Other Current Assets ........................................................... 137,000 194,000
------------ ------------
Total Current Assets .................................................... 1,366,000 1,574,000
Property and Equipment ......................................................... 4,368,000 4,608,000
Licenses (Less Accumulated Amortization of $775,000) ........................... 508,000 541,000
------------ ------------
$ 6,242,000 $ 6,723,000
============ ============
Liabilities
Current Liabilities:
Current Maturities of Notes Payable ............................................ $ 399,000 $ 384,000
Accounts Payable and Accrued Expenses .......................................... 860,000 989,000
------------ ------------
Total Current Liabilities ............................................... 1,259,000 1,373,000
Notes Payable (Less Current Maturities) ........................................ 1,479,000 1,590,000
------------ ------------
2,738,000 2,963,000
------------ ------------
Commitments
Stockholders' Equity
Common Stock, $.01 Par Value, 20,000,000 Shares Authorized ..................... 63,000 63,000
Preferred Stock, $.01 Par Value, 1,000,000 Shares Authorized (none issued) ..... -0- -0-
Additional Paid-In Capital ..................................................... 12,643,000 12,643,000
Accumulated Deficit ............................................................ (9,202,000) (8,946,000)
------------ ------------
3,504,000 3,760,000
------------ ------------
$ 6,242,000 $ 6,723,000
============ ============
</TABLE>
See accompanying note to condensed financial statements.
3
<PAGE>
PAGING PARTNERS CORPORATION
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
Three months ended March 31,
----------------------------
1998 1997
---- ----
Revenues:
Service .................................... $ 1,872,000 $ 1,471,000
Equipment sales ............................ 601,000 304,000
----------- -----------
2,473,000 1,775,000
----------- -----------
Expenses:
Service .................................... 1,062,000 908,000
Cost of equipment sold ..................... 640,000 334,000
Selling .................................... 246,000 295,000
Administrative ............................. 413,000 381,000
----------- -----------
2,361,000 1,918,000
----------- -----------
Income (Loss) from operations before depreciation
and amortization .............................. 112,000 (143,000)
Depreciation and amortization .................... 315,000 279,000
----------- -----------
Loss from operations ............................. (203,000) (422,000)
Interest expense ................................. 53,000 42,000
----------- -----------
NET LOSS ......................................... $ (256,000) $ (464,000)
=========== ===========
NET LOSS PER COMMON SHARE ........................ $ (0.04) $ (0.08)
=========== ===========
Weighted average common shares outstanding ....... 6,301,000 5,830,000
=========== ===========
See accompanying note to condensed financial statements.
4
<PAGE>
PAGING PARTNERS CORPORATION
CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Three months ended March 31,
----------------------------
1998 1997
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net loss ........................................... $ (256,000) $ (464,000)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation and amortization .................. 315,000 279,000
Changes in operating assets and liabilities ........ (17,000) 351,000
----------- -----------
Net cash provided by operating activities ...... 42,000 166,000
----------- -----------
Cash flows used by investing activities:
Acquisition of property, equipment and licenses .... (24,000) (22,000)
----------- -----------
Cash flows from financing activities:
Net proceeds from private equity placement ......... -0- 500,000
Repayment of notes payable ......................... (96,000) (13,000)
----------- -----------
Net cash provided (used) by financing activities (96,000) 487,000
----------- -----------
Net increase (decrease) in cash and cash equivalents (78,000) 631,000
Cash and cash equivalents - beginning of period .... 752,000 507,000
----------- -----------
Cash and cash equivalents - end of period .......... $ 674,000 $ 1,138,000
=========== ===========
Supplemental disclosures of cash flow information:
Cash paid for interest ......................... $ 56,000 $ 40,000
Common stock issued in exchange for services ... -0- 120,000
</TABLE>
See accompanying note to condensed financial statements.
5
<PAGE>
PAGING PARTNERS CORPORATION
NOTE TO CONDENSED FINANCIAL STATEMENTS
1. The Company and basis of presentation:
The financial statements presented herein as of March 31, 1998 and for the
three month periods ended March 31, 1998 and 1997 are unaudited and, in
the opinion of management, include all adjustments (consisting only of
normal and recurring adjustments) necessary for a fair presentation of
financial position and results of operations. Such financial statements do
not include all of the information and footnote disclosures normally
included in audited financial statements prepared in accordance with
generally accepted accounting principles. The results of operations for
the three month period ended March 31, 1998 are not necessarily indicative
of the results that may be expected for the full year ended December 31,
1998. It is suggested that these financial statements be read in
conjunction with the financial statements and notes thereto included in
the Company's 1997 Annual Report on Form 10-KSB.
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Results Of Operations
The Table below presents certain items in the Company's statements of
operations in dollars and as percentages of total revenues including changes
therein for the three month periods ended March 31, 1998 and 1997. The table
also presents certain key operating statistics for the same periods.
<TABLE>
<CAPTION>
Three Months Ended March 31,
1998 1997 Change
$ % $ % $ %
<S> <C> <C> <C> <C> <C> <C>
Revenues:
Service 1,872,000 102.1 1,471,000 102.1 401,000 27.3
Equipment Sales 601,000 32.8 304,000 21.1 297,000 97.7
---------- ----- ---------- ----- ----------
Total Revenue 2,473,000 134.9 1,775,000 123.2 698,000 39.3
Cost of Equipment (640,000) (34.9) (334,000) (23.2) (306,000) 91.6
---------- ----- ---------- ----- ----------
1,833,000 100.0 1,441,000 100.0 392,000 27.2
---------- ----- ---------- ----- ----------
Operating Expenses:
Service 1,062,000 57.9 908,000 63.0 154,000 17.0
Selling 246,000 13.4 295,000 20.5 (49,000) (16.6)
General and Administrative 413,000 22.5 381,000 26.4 32,000 8.4
---------- ----- ---------- ----- ----------
1,721,000 93.8 1,548,000 109.9 137,000 8.6
---------- ----- ---------- ----- ----------
EBITDA 112,000 6.2 (143,000) (9.9) 255,000 178.3
Depreciation and amortization 315,000 17.2 279,000 19.4 36,000 12.9
---------- ----- ---------- ----- ----------
Loss from operations (203,000) (11.0) (422,000) (29.3) 219,000 51.9
Interest and other expense 53,000 2.9 42,000 2.9 11,000 26.2
---------- ----- ---------- ----- ----------
Net loss (256,000) (13.9) (464,000) (32.2) (208,000) 44.8
---------- ----- ---------- ----- ----------
Equivalent Units (end of per.) 160,000 103,000 57,000 55.3
ARPU* $4.03 $5.27 $(1.24) (23.5)
</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.
Unit growth between the first quarter of 1997 and the first quarter of
1998 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.
7
<PAGE>
The Company reports its units in service on the basis of "(equivalent)
units in service". Certain of the Company's customers are serviced and billed on
a measurement basis other than one which relates to the number of units in
service. In such case the number of units reported is based upon the monthly
revenue received converted into units at the lowest unit pricing given to any of
the Company's customers for equivalent service. The number of units in service
excludes subscribers receiving AlphaPlus (R) data services but not subscribing
to basic paging services.
Service cost includes transmission site rentals, telephone interconnect
services, message dispatch costs, and the costs (mostly personnel-related) of
the Company's engineering function. The increases in service costs during the
first three months of 1998 are primarily attributable to increased message
dispatch costs resulting from continued alphanumeric penetration.
Equipment sales increased during 1998 as compared to the same period in
1997 due to new product introductions by the Company's primary supplier
(Motorola) as well as price increases by certain competitors. The Company
continues to sell pagers as an accommodation to Resellers and not as a source of
profit. However, management believes that changes in the competitive environment
will permit narrower loss margins on pager sales during 1998 than in previous
years.
Selling expenses decreased in 1998 as compared to 1997. This reflects
lower promotional expenditures, lower sales commissions due to lower
intra-quarter sales growth, and lower salary expense due to a sales department
reorganization more fully described in the Current Trends section below.
General and administrative expense increased during 1998 as compared to
1997 as a result of increases in MIS headcount and salaries.
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
1998 as compared to the same period in 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 the Metro System upgrade described
below.
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.
Current Trends
Service revenue was lower in the quarter ended March 31, 1998 than in the
December 31, 1997 quarter due to a reduction in alphanumeric and message
dispatch units and revenue. Management believes that a significant factor in
such reduction was a new per-call charge instituted in October 1997 under the
Telecommunications Act of 1996 for calls to toll-free numbers made from pay
phones. This charge disrupted the cost structures of the Company's message
dispatch providers which either had to absorb the cost (approximately $.30 per
call) or pass it on to the Company which would likely, in turn, seek to pass it
on to the Company's resellers (and ultimately to end users). Rather than elect
to absorb the new cost without knowing whether it could successfully be
recovered from end-users, the Company, with its major dispatch providers,
determined to block calls originating from pay phones to the toll free numbers
maintained by the dispatch providers to receive messages for end users. The
inability to receive messages from callers using pay phones may have caused some
end-users to stop obtaining message dispatch (and possibly numeric and
alphanumeric)
8
<PAGE>
service from the Company's resellers. The Company is currently considering
offering unblocked service , with the cost passed to the end-user, but believes
that the extra cost will deter most potential users.
Additionally, in an effort to reduce the impact of the new per call
charge, certain of the Company's dispatchers switched long distance carriers or
made programming changes to their internal switches. In some cases this may have
interfered with the quality of service provided to the Company's end-users,
which may have caused them to seek an alternative service provider.
The disruption to the Company's alphanumeric sales growth from the
foregoing coincided with other negative trends which adversely affected the
Company's revenue. Consistent with an industry-wide trend, revenue growth from
numeric display paging slowed during the first quarter of 1998. In addition,
although the Company's "churn" rate (the monthly ratio of service disconnects to
total units serviced) is not directly comparable to that of paging companies
which do not rely upon resellers, the Company has recently experienced a
noticeable increase in its churn rate.
The paging industry experienced substantial consolidation during 1997. In
addition, there have been significant management changes at many of the larger
companies in the industry. In response to investor dissatisfaction, management
at several major paging companies announced their intention to shift from a
price competitive strategy intended to increase subscriber base, towards a
strategy intended to increase operating margins.
In an effort to capitalize on any opportunity that may result from its
competitors' strategy shifts and offset the impact of the negative trends
discussed above, the Company is making several changes in how it markets its
services and supports its resellers and, in turn, end-users. The Company has
restructured its salaried sales force into regional teams, emphasizing field
representatives for major reseller solicitations and less costly internal
support personnel servicing existing resellers and soliciting increased business
from smaller accounts. This should reduce churn while enabling the Company to
increase market share with its current reseller base, particularly if other
carriers choose to increase reseller prices while reducing support to resellers.
The efforts of the Company's employed sales personnel will be supplemented by
independent agents targeted towards the geographic areas serviced by the
Company's systems and market niches not covered by the Company's salaried sales
force.
Senior management continues to solicit large, established resellers and
carriers for transmission-only service. Although the Company's per unit revenues
for such service are lower, the Company incurs no incremental costs and the
Company is partnered with organizations having the financial and management
strength to purchase and maintain their own paging terminals. Further, to
address what management believes are significant opportunities for sales on a
"business-to-business" basis, the Company will solicit, independently or
partnered with established resellers and carriers, a limited number of medium
and large corporate accounts which would be interested in taking advantage of
the Company's automated "24/7" pager programming capabilities and are only
willing to purchase service directly from a paging carrier.
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 remain technologically current, but the level of such
expenditures should be less than those associated with the initial construction
of its Systems. During 1997, the Company incurred approximately $750,000 of net
capital expenditures, primarily for technological upgrades of the Metro System,
substantially all of which was financed by Motorola.
During the quarter ended March 31, 1998, the Company's revenues did not
grow sufficiently to enable the Company to meet the increasing EBITDA covenant
of its Loan Agreement with Motorola, as amended. Under the terms of the Motorola
Loan Agreement the Company can cure any default resulting from its failure to
meet the EBITDA covenant by obtaining a capital contribution or subordinated
loan in the amount of the deficiency. The Company has obtained a commitment for
$28,800 of such financing from two of its principal shareholders sufficient to
cure the deficiency for the quarter ended March 31, 1998.
The Company anticipates that it can obtain from its major shareholders a
capital contribution or subordinated loan sufficient to offset any failure to
meet its EBITDA covenant for the quarter ended June 30, 1998. Nevertheless, in
9
<PAGE>
light of the Company's continued financial progress, in particular the fact that
if the Company continues its present trends it will be generating sufficient
cash from operations to meet its scheduled Motorola debt payments, the Company
has requested that Motorola revise its loan covenants to avoid the necessity of
future equity contributions or subordinated debt. If this request is not
granted, the Company anticipates it will be able to cure any deficiencies for
the immediate future. The possible issuances of shares to meet such deficiencies
would, however, dilute the interests of the Company's current shareholders.
The ability of the Company to achieve the financial results reflected in
the discussions above is dependent upon future uncertainties and factors that
could cause actual results to differ, in some cases materially, from
expectations. Among the factors that impact the Company's results are the level
of price competition in the paging industry, the rate of technological change in
the wireless industry, the performance of the Company's systems and changes in
regulations applicable to the paging industry.
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. Subsequent to the
receipt of such letter, the bid price of the Company's common stock has been
consistently above $1.00. Consequently, on April 23, 1998, the Company received
a letter from NASDAQ advising that is Common Stock was in compliance with the
minimum bid price requirement.
PART II. OTHER INFORMATION
None
10
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PAGING PARTNERS CORPORATION
/s/ Jeffrey M. Bachrach
-----------------------------------
Dated: May 12, 1998 By: Jeffrey M. Bachrach
Vice President and Principal Financial
and Accounting Officer
11
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 674,000
<SECURITIES> 0
<RECEIVABLES> 344,000
<ALLOWANCES> 0<F1>
<INVENTORY> 211,000
<CURRENT-ASSETS> 1,366,000
<PP&E> 4,368,000<F2>
<DEPRECIATION> 0
<TOTAL-ASSETS> 6,242,000
<CURRENT-LIABILITIES> 1,259,000
<BONDS> 1,479,000<F3>
0
0
<COMMON> 63,000
<OTHER-SE> 3,441,000
<TOTAL-LIABILITY-AND-EQUITY> 6,242,000
<SALES> 601,000
<TOTAL-REVENUES> 2,473,000
<CGS> 640,000
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,721,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 53,000
<INCOME-PRETAX> (256,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (256,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (256,000)
<EPS-PRIMARY> (.04)
<EPS-DILUTED> (.04)
<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>
