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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
FORM 10-Q
(Mark One)
|X| Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the period ended September 30, 1997
or
|_| 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 1-13526
PRICELLULAR CORPORATION
(Exact name of the registrant as specified in its charter)
Delaware 22-3043811
- ---------------------------------- ----------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
170 East Post Road
White Plains, NY 10601
- ---------------------------------- ----------------------------------
(Address of principal executive (Zip Code)
offices)
(914) 422-0800
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(Registrant's telephone number, including area code)
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(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has 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 periods 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 |_|
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date.
Class A Common Stock, $0.01 Par Value - 19,657,472 shares as of October 13, 1997
Class B Common Stock, $0.01 Par Value - 14,755,275 shares as of October 13, 1997
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<PAGE>
Index
PriCellular Corporation and Subsidiaries
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets--September 30, 1997
and December 31, 1996.................................................. 2
Condensed Consolidated Statements of Operations--Three and
Nine Months Ended September 30, 1997 and 1996.......................... 3
Condensed Consolidated Statements of Cash Flows--Nine Months Ended
September 30, 1997 and 1996............................................ 4
Notes to Condensed Consolidated Financial Statements.................... 6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.................................................. 9
PART II. OTHER INFORMATION
Item 1. Legal Proceedings................................................. 13
Item 2. Changes in Securities............................................. 13
Item 3. Defaults upon Senior Securities................................... 13
Item 4. Submission of Matters to a Vote of Security Holders............... 13
Item 5. Other Information................................................. 13
Item 6. Exhibits and Reports on Form 8-K.................................. 13
Signatures................................................................ 14
1
<PAGE>
Part I. Financial Information
Item 1. Financial Statements
PriCellular Corporation and Subsidiaries
Condensed Consolidated Balance Sheets
(Dollars in thousands, except share data)
September December
30, 1997 31, 1996
------------------------
(Unaudited)
Assets
Current assets:
Cash and cash equivalents $ 66,851 $ 100,364
Accounts receivable (less allowance of $1,554 in
1997 and $1,767 in 1996) 21,510 13,429
Inventory 1,728 2,096
Other current assets 1,973 3,484
------------------------
Total current assets 92,062 119,373
Fixed assets--at cost:
Cellular facilities, equipment and other 117,801 76,955
Deposits on cellular equipment 2,615 10,100
Less accumulated depreciation (25,281) (13,728)
------------------------
Net fixed assets 95,135 73,327
Investment in cellular operations 37,007 39,641
Cellular licenses (less accumulated amortization of
$19,776 in 1997 and $10,415 in 1996) 497,780 377,808
Cellular licenses held for sale -- 13,721
Deferred financing costs (less accumulated
amortization of $4,595 in 1997 and $2,761 in 1996) 13,948 15,266
Cash committed for the acquisition of cellular
operations -- 91,400
Other assets (less accumulated amortization of
$42 in 1997) 1,297 5,280
------------------------
Total assets $ 737,229 $ 735,816
========================
Liabilities and stockholders' equity
Current liabilities:
Accounts payable and accrued expenses $ 29,432 $ 24,848
Other current liabilities 2,688 4,776
------------------------
Total current liabilities 32,120 29,624
Long-term debt 558,792 524,517
Deferred taxes 3,797 --
Other long-term liabilities 1,286 1,756
Stockholders' equity:
Preferred Stock, $0.01 par:
Series A, cumulative convertible: authorized
10,000,000 shares; issued and outstanding 96,000
shares 1 1
Common Stock, $0.01 par:
Class A: Authorized 100,000,000 shares; issued and
outstanding 19,657,472 shares (1997) and
18,902,101 shares (1996) 197 189
Class B: Authorized 50,000,000 (1997) and
20,000,000 (1996) shares; issued and
outstanding 14,755,275 shares (1997) and
19,510,736 shares (1996) 147 195
Additional paid-in capital 180,144 212,777
Accumulated deficit (39,255) (33,243)
------------------------
Total stockholders' equity 141,234 179,919
------------------------
Total liabilities and stockholders' equity $ 737,229 $ 735,816
========================
See notes to condensed consolidated financial statements.
2
<PAGE>
PriCellular Corporation and Subsidiaries
Condensed Consolidated Statements of Operations (Unaudited)
(Dollars in thousands, except share data)
Three Months Ended Nine Months Ended
September 30 September 30
1997 1996 1997 1996
------------------------------------------------
Revenues
Cellular service $49,228 $31,086 $122,165 $75,798
Equipment sales 1,398 897 3,741 2,440
Other 1,872 864 5,330 2,977
------------------------------------------------
52,498 32,847 131,236 81,215
Costs and expenses
Cost of cellular service 14,284 8,479 34,927 20,999
Cost of equipment sold 3,349 2,407 8,991 6,822
Selling, general and
administrative 13,557 8,719 37,267 23,917
Depreciation and amortization 6,690 5,085 20,986 14,123
------------------------------------------------
37,880 24,690 102,171 65,861
------------------------------------------------
Operating income 14,618 8,157 29,065 15,354
Other income (expense)
Gain (loss) on sale of
investment in cellular
operations -- 177 8,424 177
Interest expense, net (16,427) (9,837) (45,938) (29,836)
Other income 812 562 2,437 1,062
------------------------------------------------
(15,615) (9,098) (35,077) (28,597)
================================================
Net income (loss) $ (997) $ (941) $ (6,012) $(13,243)
================================================
Net income (loss) after
adjustment for accrued
preferred stock dividend $ (2,605) $ (2,489) $(10,860) $(17,849)
================================================
Net income (loss) per common
share $ (.07) $ (.07) $ (.29) $ (.46)
================================================
Weighted average number of
common shares used in
computation of net income
(loss) per common share 35,301,000 38,498,000 37,587,000 38,495,000
See notes to condensed consolidated financial statements.
3
<PAGE>
PriCellular Corporation and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited)
(Dollars in Thousands)
Nine Months Ended
September 30
1997 1996
-----------------------
Net cash provided by operating activities $ 33,175 $ 26,935
-----------------------
Investing activities
Purchase of cellular equipment (17,914) (12,966)
Proceeds from sale of investment in cellular
operations 1,255 26,614
Proceeds from sale of cellular operations 24,396 --
Acquisition of cellular operations (26,059) (106,559)
Investment in other assets and cellular operations (867) (315)
Refund of escrow and deposit for Personal
Communications Service auction 7,337 4,140
Amounts deposited in escrow to acquire cellular
properties -- (2,500)
Purchase of Cellular Information Systems, Inc.
shares (2,523) --
-----------------------
Net cash used in investing activities (14,375) (91,586)
-----------------------
Financing activities
Repayments of notes payable -- (1,875)
Costs incurred in connection with the issuance of
preferred and common stock (207) (1,085)
Payments for deferred financing costs (516) (48)
Proceeds from exercise of stock option 20 48
Purchase and retirement of common stock (51,610) (450)
-----------------------
Net cash used in financing activities (52,313) (3,410)
-----------------------
Decrease in cash and cash equivalents (33,513) (68,061)
Cash and cash equivalents at beginning of period 100,364 123,444
=======================
Cash and cash equivalents at end of period $ 66,851 $ 55,383
=======================
4
<PAGE>
PriCellular Corporation and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited) (continued)
(Dollars in Thousands)
Nine Months Ended
September 30
1997 1996
----------------------
Supplemental disclosure of cash flow information
Cash paid during the period for:
Interest $ 8,884 $ 881
Income taxes 158 440
Supplemental schedule of noncash investing activities
Common stock issued in connection with acquisition
of cellular operations 19,125 --
Utilization of cash committed for the acquisition
of cellular operations 91,400 --
Debt issued in connection with acquisition of
cellular license -- 19,429
Exchange of cellular investments for the
acquisition of cellular operations 1,350 --
Record deferred tax liability arising from the
acquisition of cellular operations 3,797 --
Supplemental schedule of noncash financing activities
Conversion of Class B Common Stock to Class A
Common Stock 7 15
See notes to condensed consolidated financial statements.
5
<PAGE>
PriCellular Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements
1. Basis of Presentation
The condensed consolidated financial statements include the accounts of
PriCellular Corporation and its subsidiaries (the "Company"). All significant
intercompany items and transactions have been eliminated.
The condensed consolidated financial statements have been prepared by the
Company without audit, in accordance with rules and regulations of the
Securities and Exchange Commission. In the opinion of management, the statements
reflect all adjustments necessary for a fair presentation of the results for the
interim period. The results of operations for the interim period are not
necessarily indicative of the results for a full year. These condensed
consolidated financial statements should be read in conjunction with the
financial statements and notes thereto included in the Company's 1996 Annual
Report on Form 10-K.
Net Income (Loss) per Share
Net income (loss) per share for the three and nine months ended September 30,
1997 was computed by using the weighted average shares outstanding during the
periods and for the three and nine months ended September 30, 1996 was computed
by using the weighted average shares outstanding during the period after giving
retroactive effect to the 5-for-4 Class A and Class B Common Stock splits in
March and October 1996.
During 1997, Statement of Financial Accounting Standards No. 128 "Earnings Per
Share" ("SFAS 128") was issued effective with periods ending December 15, 1997.
SFAS 128 simplifies the calculation of earnings per share ("EPS") and replaces
primary EPS under Opinion 15. Early adoption of SFAS 128 would not have a
material effect on the Company's EPS calculation.
2. Acquisition of Cellular Operations
On January 7, 1997, the Company established its fourth operating cluster by
consummating the acquisition of four RSAs in Kentucky from a subsidiary of
Horizon Cellular Telephone Company, L.P. ("Horizon"). The 785,000 Pop cluster
was acquired for approximately $96.4 million in cash, and 1,948,052 shares of
the Company's Class A Common Stock. On February 4, 1997, the Company repurchased
and retired the 1,948,052 shares from Horizon for $15.3 million.
6
<PAGE>
PriCellular Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (continued)
On January 7, 1997, the Company consummated the acquisition of the WI-4 RSA
consisting of approximately 119,000 Pops contiguous to its Upper Midwest cluster
from a subsidiary of BellSouth Corporation for approximately $6.3 million in
cash.
On May 29, 1997, the Company consummated the acquisition of three counties in
the WI-5 RSA consisting of approximately 81,000 Pops which abut its Eau Claire,
WI MSA, its WI-1 RSA and AT&T Wireless Services, Inc.'s Minneapolis, MN MSA from
United States Cellular Corporation for approximately $10.6 million in cash and
the contribution of minority Pops (approximately 18,000 Pops).
The above acquisitions were accounted for using the purchase method of
accounting and are therefore included in the results of operations from the date
of acquisition.
Pro forma consolidated results of operations for the period ended September 30,
1996, assuming the Kentucky acquisition was consummated as of January 1, 1996,
are as follows:
September
30, 1996
-----------
Revenue $ 97,215
===========
Net loss $(18,156)
===========
Net loss per common share $ (.49)
===========
No pro forma effect was given for the WI-4 or WI-5 acquisitions as their results
are not significant.
3. Disposition of Cellular Operations
On January 7, 1997, the Company sold its stand-alone wireline systems serving
the Florence, AL MSA (136,816 Pops) and AL-1B RSA (62,035 Pops) for $24.4
million in cash, of which $2.0 million is attributable to a two year covenant
not-to-compete. The transaction resulted in a gain of approximately $8.5
million.
4. Common Stock
During 1995, the Company's Board of Directors authorized the Company to purchase
up to 750,000 shares of its Class A Common Stock on the open market or in
private transactions from time to time. During the first nine months of 1997,
the Company repurchased and retired
7
<PAGE>
approximately 10,000 shares of its Class A Common Stock on the open market at
$10.37 per share.
To date, the Company has repurchased and retired 286,700 shares of its Class A
Common Stock in the open market.
On February 4, 1997, the Company purchased, under separate authorization of its
Board of Directors, 1,948,052 shares of its Class A Common Stock from Horizon
which Horizon received in connection with the Kentucky cluster acquisition (see
Acquisition of Cellular Operations). These shares were subsequently retired by
the Company.
In July 1997, the Company repurchased and retired 3,994,945 shares of its Class
B Common Stock from Aeneas Venture Corp., an affiliate of Harvard Private
Capital Group, Inc. ("Harvard") at $9.00 per share which was the current market
price at the date of the transaction. In addition, 56,275 warrants to purchase
Class B Common Stock also owned by Harvard were redeemed at a net cash
expenditure of $3.83 per warrant ($9.00 current market price less $5.17 exercise
price).
8
<PAGE>
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of
Operations Results of Operations
The results for the current three month period ending September 30, 1997 reflect
the continuation of the strong growth of the Company's fiscal operations and
subscriber additions. Net subscriber additions exceeded 22,400 for the three
months and 57,500 for the nine months ended September 30, 1997 compared to
16,000 and 46,100 for the same periods of the prior year. The Company ended the
current period with 222,200 subscribers resulting in penetration of 4.8%
compared to 135,800 and penetration of 3.2% for the same period of the prior
year.
Earnings before interest, taxes, depreciation and amortization ("EBITDA")
amounted to $22.1 million for the third quarter of 1997 compared to $13.8
million for the same period in 1996. For the current nine month period EBITDA
amounted to $52.5 million compared to $30.5 million for the same period in 1996.
Although the Company has experienced positive results when measured by EBITDA,
it expects to incur net accounting losses for the foreseeable future. EBITDA is
utilized as a measurement of performance within the industry, although it should
not be regarded as an alternative to either operating income or net income as an
indicator of operating performance or to cash flows as a measure of liquidity.
Further, EBITDA is not a GAAP-based financial measure, and it should not be
considered as an alternative to GAAP-based measures of financial performance.
Due to the acquisition of the Kentucky cluster, WI-4 RSA, and disposition of the
Florence, Alabama MSA in early 1997 as well as other markets acquired during
1996, comparison to the same periods in 1996 is neither meaningful nor
indicative of future growth.
A comparison can be made of those markets that were owned by the Company
throughout the nine and or three month periods in 1997 and 1996. The markets
included in the comparison account for approximately 59% and 73% of Net Pops for
the nine and three months in 1997 respectively and approximately and 63% and 72%
for the nine and three months in 1996 respectively. The following represents
certain operating results (000's omitted except for subscriber growth) for these
markets:
Three Months Nine Months
Ended September 30, Ended September 30,
--------------------- --------------------
1997 1996 1997 1996
------- ------- ------- -------
Total revenue $31,885 $25,445 $70,128 $51,898
------- ------- ------- -------
Operating income 9,743 5,939 16,801 9,768
------- ------- ------- -------
EBITDA 15,188 10,358 29,430 20,259
------- ------- ------- -------
Net subscriber additions 17,590 14,451 38,187 31,489
------- ------- ------- -------
Penetration 5.0% 3.4% 5.1% 3.3%
------- ------- ------- -------
9
<PAGE>
This data indicates that the Company experienced a significant amount of growth
from internal operations in addition to growth through acquisitions. Revenues
increased 25% and 35%, operating income increased 64% and 72% and EBITDA
increased 47% and 45% when comparing the third quarter of 1997 to the third
quarter of 1996 and the nine month period of 1997 to the same period in 1996,
respectively.
Historical Results of Operations (000's omitted)
Three months ended September 30, 1997 compared with three months ended September
30, 1996.
Revenues for the quarter ended September 30, 1997 increased to $52,498
(consisting of cellular service revenues of $49,228, equipment sales revenues of
$1,398 and other revenues of $1,872) from $32,847 (consisting of cellular
service revenues of $31,086, equipment sales revenues of $897 and other revenue
of $864).
Total operating expenses for the quarter ended September 30, 1997 increased to
$37,880 (consisting of cost of cellular service of $14,284, cost of equipment
sold of $3,349, selling, general and administrative expenses of $13,557 and
depreciation and amortization of $6,690) from $24,690 of operating expenses for
the quarter ended September 30, 1996 (consisting of cost of cellular service of
$8,479, cost of equipment sold of $2,407, selling, general and administrative
expenses of $8,719 and depreciation and amortization of $5,085).
The primary factor contributing to the increase in revenues, operating expenses
and operating income was the acquisitions completed in the first quarter of 1997
which are therefore fully reflected in the results for the three and nine months
of 1997, but not included in the three months of 1996. In addition, the Company
has achieved considerable growth through its distribution strategy of primarily
relying on its company owned retail stores and direct sales force to effectively
and economically add subscribers. Additionally, the Company's decentralized
operating philosophy, which includes a local customer service presence, has led
to a reduction in churn which in turn creates an increase in revenue and a
reduction in the net cost to acquire subscribers as well as increases in
operating margins.
Interest expense, net increased to $16,427 from $9,837 due to the Company's
issuance of $170.0 million of Senior Notes at 10-3/4% in November 1996.
Other income for the current three month period consists of revenue earned
directly from covenants not-to-compete of $812 in 1997 and $562 in 1996.
10
<PAGE>
Nine months ended September 30, 1997 compared with nine months ended September
30, 1996.
Revenues for the nine months ended September 30, 1997 increased to $131,236
(consisting of cellular service revenues of $122,165, equipment sales revenues
of $3,741 and other revenues of $5,330) from $81,215 (consisting of cellular
service revenues of $75,798, equipment sales revenues of $2,440 and other
revenues of $2,977).
Total operating expenses for the nine months ended September 30, 1997 increased
to $102,171 (consisting of cost of cellular service of $34,927, cost of
equipment sold of $8,991, selling, general and administrative expenses of
$37,267 and depreciation and amortization of $20,986) from $65,861 (consisting
of cellular service of $20,999, cost of equipment sold of $6,822, selling,
general and administrative expenses of $23,917 and depreciation and amortization
of $14,123).
The primary factors contributing to the increase in revenues, operating expenses
and operating income was the acquisition of a portion of the operating systems
of the company subsequent to June 30, 1996, the inclusion for only five of the
nine months of 1996 of the Company's NY-6 RSA and Poughkeepsie, NY, MSA as well
as the acquisitions during 1997. In addition, the Company has achieved
considerable growth through its distribution strategy of primarily relying on
its company owned retail stores and direct sales force to effectively and
economically add subscribers. Additionally, the Company's decentralized
operating philosophy, which includes a local customer service presence, has led
to a reduction in churn which in turn creates an increase in revenue and a
reduction in the net cost to acquire subscribers as well as increases in
operating margins.
Interest expense, net increased to $45,938 from $29,836 due to the Company's
issuance of $170.0 million of Senior Notes at 10-3/4% in November 1996.
The first nine months of 1997 includes a net gain from the sale of cellular
properties of $8,424 resulting primarily from the sale of the Florence AL MSA
and AL1-B RSA as well as revenue earned directly from covenants not to compete
of $2,437 in 1997 and $1,062 in 1996.
Liquidity and Capital Resources
The cellular telephone business requires substantial capital to acquire,
construct and expand cellular telephone systems and to fund operating
requirements. The Company historically has financed its acquisitions and other
capital needs through the proceeds received from the issuance of debt
securities, the sale of equity interests, borrowings, vendor credit facilities
and, more recently, operating cash flow. As of September 30, 1997, the Company
had $66.9 million of cash and cash equivalents and $59.9 million of working
capital.
The Company is a holding company that conducts all of its operations through
subsidiaries. Substantially, all of the Company's operations are conducted
through its wholly owned
11
<PAGE>
subsidiary, Pricellular Wireless Corporation ("Wireless"). The terms of
Wireless' outstanding indebtedness limits the payment of dividends to the parent
company. Accordingly, the parent company relies upon its financing activities to
satisfy its liquidity needs. During the third quarter of 1997, the parent
company received $12.0 million in the form of a dividend as permitted under the
indenture agreements. As of October 21, 1997 the parent company believes that it
has sufficient cash and cash equivalents to meet its liquidity needs through the
next twelve months.
During the first nine months of 1997, the Company's principal sources of cash
were $33.2 million from operations, $24.4 million from the sale of the Florence,
AL MSA and AL-1B RSA, and $5.0 million from the return of escrow for the
acquisition of the Kentucky Cluster.
The principal uses of cash were $51.6 million for the purchase and retirement of
common stock ($36.1 million for Class B Common Stock and warrants to purchase
Class B Common Stock, $15.3 million for the 1.9 million shares it originally
issued to Horizon as part of the Kentucky acquisition and $200 thousand for the
repurchase of treasury stock payment as part of its repurchase program). In
addition, the Company used $8.9 million for the payment of interest on the
10-3/4% Senior Notes, $6.3 million for the acquisition of the WI-4 RSA, $10.6
million for the acquisition of the WI-5 RSA, $18.2 million for the purchase of
cellular equipment and $96.4 million for the acquisition of the Kentucky Cluster
(of which $91.4 million was previously reflected as cash committed for the
acquisition of cellular operations on the balance sheet of the company at the
end of 1996, and not included in the opening cash balance of $100.4 million).
The cellular telephone industry requires significant capital expenditures when
acquiring new markets or upgrading existing markets. The Company has made a
commitment to enhance its markets' performance, particularly those acquired
during 1996, as well as expand its marketing efforts which include, but are not
limited to, an increase in funds for advertising, cellular telephone inventory
purchases and other expenditures relating to subscriber growth.
The Company continually reviews plans for future growth through acquisitions
which may require additional financing. Although the Company has been able to
obtain such financing, there is no guarantee that such financing will be
available.
12
<PAGE>
Part II. Other Information
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
None
13
<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.
PRICELLULAR CORPORATION
By: /s/ Steven Price
-------------------------------------
Name: Steven Price
Title: President/Chief Executive Officer
By: /s/ Stuart Rosenstein
-------------------------------------
Name: Stuart Rosenstein
Title: Executive Vice President/
Chief Financial Officer
Date: October 24, 1997
14
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 66,851
<SECURITIES> 0
<RECEIVABLES> 21,510
<ALLOWANCES> 1,554
<INVENTORY> 1,728
<CURRENT-ASSETS> 92,062
<PP&E> 120,416
<DEPRECIATION> 25,281
<TOTAL-ASSETS> 737,229
<CURRENT-LIABILITIES> 32,120
<BONDS> 558,792
344
0
<COMMON> 1
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 737,229
<SALES> 3,741
<TOTAL-REVENUES> 131,236
<CGS> 8,991
<TOTAL-COSTS> 102,171
<OTHER-EXPENSES> (10,861)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 45,938
<INCOME-PRETAX> (6,012)
<INCOME-TAX> 0
<INCOME-CONTINUING> (6,012)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (10,860)
<EPS-PRIMARY> (.29)
<EPS-DILUTED> 0
</TABLE>
