Filed pursuant to Rule 424(b)(3)
Registration File No. 333-66358
ALAMOSA HOLDINGS, INC.
30,649,990 SHARES OF COMMON STOCK
Supplement No. 4 to
Prospectus
This prospectus supplement relates to the resale by selling
stockholders of up to 30,649,990 shares of our common stock that the
selling stockholders acquired from us in connection with our acquisitions
of companies formerly owned by them. We will not receive any of the
proceeds from the sale of any of these shares by the selling stockholders.
You should read this prospectus supplement in conjunction with the
prospectus dated September 28, 2001, filed by us with the Securities and
Exchange Commission, prospectus supplement no. 1, filed by us with the
Securities and Exchange Commission on October 18, 2001, prospectus
supplement no. 2, filed by us with the Securities and Exchange Commission
on October 30, 2001 and prospectus supplement no. 3, filed by us with the
Securities and Exchange Commission on November 14, 2001. All terms used in
this prospectus supplement have the meaning assigned to them in the
prospectus. Our common stock is traded on The New York Stock Exchange under
the symbol "APS." On February 27, 2001, the last reported sale price of one
share of our common stock was $3.52.
These securities have not been approved or disapproved by the
Securities and Exchange Commission or any state securities commission nor
has the Securities and Exchange Commission or any state securities
commission passed upon the accuracy or adequacy of this prospectus
supplement. Any representation to the contrary is a criminal offense.
This supplement is part of the prospectus and must accompany the
prospectus to satisfy prospectus delivery requirements under the Securities
Act of 1933, as amended.
The date of this prospectus supplement is February 28, 2002.
RECENT DEVELOPMENTS
On February 27, 2001 we issued the following press release:
Contacts: Jon D. Drake, Director of
Investor Relations
Alamosa Holdings, Inc.
806-722-1455
jdrake@alamosapcs.com
Ken Dennard / kdennard@easterly.com
Lisa Elliott / lisae@easterly.com
Easterly Investor Relations
713-529-6600
ALAMOSA ANNOUNCES FOURTH QUARTER RESULTS
Sequential Subscriber Base Grew 25 Percent; Sequential Subscriber
Revenue Grew 18 Percent
February 27, 2002 - LUBBOCK, TEXAS - Alamosa Holdings, Inc. (NYSE: APS),
the largest Sprint PCS (NYSE: PCS) Network Partner based on number of
subscribers, today reported results for the fourth quarter ended December
31, 2001. As previously reported, subscribers grew to approximately 503,000
at the end of the fourth quarter, up approximately 99,000 subscribers or 25
percent over subscribers at the end of the third quarter of 2001.
Subscribers at December 31, 2001 were approximately 297,000 greater than
subscribers at December 31, 2000 on a pro-forma basis. This assumes the
acquisitions of Roberts, WOW and Southwest occurred prior to December 31,
2000 and represents an increase of approximately 144 percent. Ending
subscribers were 370,000 greater than actual reported at December 31, 2000.
Subscriber revenues for the fourth quarter were $80 million, up 18 percent
over the third quarter of 2001 and up 289 percent over the fourth quarter
of 2000.
"We are very pleased to report our fourth quarter results which
reflect the continued growth of our business and operation within our
business plan," stated David E. Sharbutt, Chief Executive Officer of
Alamosa Holdings, Inc. "We have grown our subscriber base substantially
from 2000, aligned our operations to achieve operational excellence and
positioned ourselves for the launch of 3G in 2002. We believe the
fundamentals in the wireless industry remain strong and that Alamosa has
and will continue to distinguish itself from others in the wireless
industry during 2002. During 2001, we improved our financial performance
and completed several financings that resulted in the necessary funding to
fully execute our business plan. We continue to believe that we will become
EBITDA positive in the first half of 2002 and are on track to become
free-cash flow positive in 2003. All of this will help us to achieve our
ultimate goal of providing long-term value to our shareholders and our
customers."
SIGNIFICANT FOURTH QUARTER ACCOMPLISHMENTS
During the quarter ended December 31, 2001, Alamosa accomplished the
following:
o Added over 100 new base stations increasing the total number of
on-air sites to approximately 1,400.
o Increased covered POPs to approximately 11.2 million.
o Achieved cumulative minutes of use (MOU's) exceeding 2 billion.
o Completed a public offering of 4.8 million secondary shares and
approximately 720,000 primary shares.
o Moved to the New York Stock Exchange.
o Became the first Sprint PCS Network Partner with over 500,000
subscribers.
OPERATING HIGHLIGHTS
Total revenue for the fourth quarter of 2001 was approximately
$120 million including subscriber revenue of $80 million, roaming revenue
of $32 million and product sales of $8 million. Subscriber revenue
represented an 18 and 289 percent increase over the third quarter of 2001
and the fourth quarter of 2000, respectively. Roaming revenue was flat with
third quarter of 2001, due to the decrease in reciprocal roaming rates
offset by increases in the volume of inbound traffic. Compared with the
fourth quarter of 2000, roaming revenues increased 400 percent. Earnings
before interest, taxes, depreciation and amortization, or EBITDA, excluding
non-cash compensation were negative $21 million for the fourth quarter of
2001. For the fourth quarter of 2000, EBITDA excluding non-cash
compensation and merger and acquisition costs were negative $24 million.
Net loss for the fourth quarter totaled $48 million or $0.52 loss per share
compared to a net loss of $34 million or $0.56 loss per share in the fourth
quarter of 2000.
Total revenue for 2001 was $357 million, including subscriber
revenue of $231 million, roaming revenue of $99 million and product sales
of $27 million. EBITDA excluding non-cash compensation for the full year
was negative $58.5 million for 2001. Net loss for 2001 totaled $147 million
or $1.69 loss per share.
Average monthly revenue per user (ARPU) was $84 for the fourth
quarter including roaming and $60 without roaming, as compared to $92 and
$63 for the third quarter of 2001 and $84 and $64 for the fourth quarter of
2000, respectively. As previously reported, churn was approximately 3.3
percent for the fourth quarter as compared to 2.7 percent for the third
quarter. For the full year churn was approximately 2.7 percent, which was
within previous full year guidance of 2.5 percent to 3.0 percent.
Average MOU's per month in the fourth quarter were approximately
540 per subscriber including roaming and approximately 440 minutes without
roaming. Total system MOU's were approximately 746 million for the quarter,
compared to 581 million for the previous quarter. Inbound roaming minutes
were approximately 182 million while outbound roaming minutes totaled
approximately 143 million. Licensed POPs were approximately 15.6 million
and covered POPs totaled approximately 11.2 million.
At the end of the quarter, Alamosa had cash, cash equivalents and
short-term investments totaling approximately $201 million, including
restricted cash of approximately $95 million. Committed but unused credit
facilities at the end of the quarter were approximately $38 million.
Capital expenditures for the fourth quarter were approximately $43 million.
OUTLOOK
For the first quarter of 2002, Alamosa expects net subscriber
additions to range between 45,000 to 50,000. For the full year of 2002, net
subscriber additions are expected to range between 190,000 to 210,000, with
year-end subscribers to range between 693,000 to 713,000.
Alamosa expects to be EBITDA positive for the first half of 2002
and EBITDA positive for the full year to range between $15 million to $20
million. Capital expenditures for 2002 are expected to be approximately $85
million.
Churn in the first quarter is expected to be up slightly compared
to fourth quarter of 2001 and then gradually decline through the second
half of 2002, with expected full year churn to range between 3.0 percent to
3.2 percent. ARPU without roaming for the first quarter and for the
full-year is expected to range between $59 to $61. ARPU with roaming is
expected to decline due to roaming revenue being spread over an increasing
subscriber base and the reduction in reciprocal roaming rate.
Alamosa has scheduled a conference call for Thursday, February 28,
2002 at 9:00 a.m. Eastern Time (8:00 a.m. Central Time). To participate in
the call, dial 719-457-2625 at least ten minutes before the call begins and
ask for the Alamosa conference call. Investors, analysts and the general
public will also have the opportunity to listen to the conference call free
over the Internet by visiting the company's Web site at www.alamosapcs.com.
To listen to the live call online, please visit the Web site at least 15
minutes early to register, download and install any necessary audio
software. For those who cannot listen to the live Webcast, an archive will
be available shortly after the call.
A telephonic replay of the conference call will be available
through March 7, 2002, and may be accessed by calling 719-457-0820 and
using the passcode 613355. An audio archive will be available shortly after
the call on the company's website at www.alamosapcs.com. for approximately
90 days. For more information, please contact Karen Roan at Easterly
Investor Relations at 713-529-6600 or email karen@easterly.com.
Alamosa Holdings, Inc. is the largest Sprint PCS Network Partner
based on number of subscribers. Alamosa has the exclusive right to provide
digital wireless mobile communications network services under Sprint's PCS
division throughout its designated territory located in Texas, New Mexico,
Oklahoma, Arizona, Colorado, Utah, Wisconsin, Minnesota, Missouri,
Washington, Oregon, Arkansas, Kansas, Illinois and California. Alamosa's
territory includes licensed population of 15.6 million residents.
About Sprint
Sprint is a global communications company serving more than 23 million
business and residential customers in more than 70 countries. With 80,000
plus employees worldwide and more than $26 billion in annual revenues,
Sprint is widely recognized for developing, engineering and deploying state
of the art network technologies, including the United States' first
nationwide all-digital, fiber-optic network. Sprint's award-winning Tier 1
Internet backbone is being extended to key global markets to provide
customers with a broad portfolio of scalable IP products. Sprint's
high-capacity, high-speed network gives customers fast, dependable,
non-stop access to the vast majority of the world's Internet content.
Sprint also operates the largest 100-percent digital, nationwide PCS
wireless network in the United States, already serving the majority of the
nation's metropolitan areas including more than 4,000 cities and
communities.
For more information, visit the Sprint PCS web site at
http://www.sprintpcs.com.
Statements contained in this news release that are forward-looking
statements, such as statements containing terms such as can, may, will,
expect, plan, and similar terms, are subject to various risks and
uncertainties. Such forward looking statements are made pursuant to the
"safe-harbor" provisions of the private Securities Litigation Reform Act of
1995 and are made based on management's current expectations or beliefs as
well as assumptions made by, and information currently available to,
management. A variety of factors could cause actual results to differ
materially from those anticipated in Alamosa's forward-looking statements,
including the following factors: Alamosa's dependence on its affiliation
with Sprint PCS; shifts in populations or network focus; changes or
advances in technology; changes in Sprint's national service plans or fee
structure with us; change in population; difficulties in network
construction; increased competition in our markets; failure to consummate
anticipated acquisitions and adverse changes in financial position,
condition or results of operations. For a detailed discussion of these and
other cautionary statements and factors that could cause actual results to
differ from Alamosa's forward-looking statements, please refer to Alamosa's
filings with the Securities and Exchange Commission, especially in the
"risk factors" sections of Alamosa's Annual Report on Form 10-K for the
year ended December 31, 2000 and in subsequent filings with the Securities
and Exchange Commission.
ALAMOSA HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(dollars in thousands, except per share data)
For the three months ended For the twelve months ended
December 31, December 31,
--------------------------------- ----------------------------------
2001 2000 2001 2000
-------------- --------------- -------------- ---------------
(unaudited) (unaudited) (unaudited)
Revenue:
Subscriber revenue $ 79,773 $ 20,495 $ 231,145 $ 56,154
Roaming revenue 32,009 6,370 99,213 17,346
-------------- --------------- -------------- ---------------
Total service revenue 111,782 26,865 330,358 73,500
Product sales 8,113 3,199 26,781 9,201
-------------- --------------- -------------- ---------------
Total revenue 119,895 30,064 357,139 82,701
-------------- --------------- -------------- ---------------
Costs and expenses:
Cost of service and operations 83,224 21,597 237,843 55,701
Cost of products sold 18,761 8,888 53,911 20,524
Selling and marketing 36,122 19,645 110,052 45,407
General and administrative expenses 3,251 3,581 13,853 9,538
Depreciation and amortization 30,246 4,767 94,722 12,530
Merger & acquisition costs -- 1,759 -- 2,247
Non-cash compensation (1,099) 246 (916) 5,651
-------------- --------------- -------------- ---------------
Total costs and expenses 170,505 60,483 509,465 151,598
-------------- --------------- -------------- ---------------
Loss from operations (50,610) (30,419) (152,326) (68,897)
Interest and other income 946 3,649 11,664 14,483
Interest expense (23,441) (7,461) (81,730) (25,775)
-------------- --------------- -------------- ---------------
Net loss before income tax benefit and
extraordinary item (73,105) (34,231) (222,392) (80,189)
Income tax benefit 25,161 -- 78,472 --
-------------- --------------- -------------- ---------------
Net loss before extraordinary item (47,944) (34,231) (143,920) (80,189)
Loss on debt extinguishment, net of tax -- -- (3,503) --
-------------- --------------- -------------- ---------------
Net loss $ (47,944) $ (34,231) $ (147,423) $ (80,189)
============== =============== ============== ===============
Net loss per common share, basic
and diluted:
Net loss before extraordinary item
$ (0.52) $ (0.56) $ (1.65) $ (1.33)
Loss on debt extinguishment, net
of tax -- -- (0.04) --
-------------- --------------- -------------- ---------------
Net loss $ (0.52) $ (0.56) $ (1.69) $ (1.33)
============== =============== ============== ===============
Weighted average common shares
outstanding, basic and diluted 92,387,323 61,359,856 87,077,350 60,198,390
============== =============== ============== ===============
Supplemental operating information (unaudited)
-----------------------------------------------------------------------
(Dollars)
Average revenue per user without roaming (ARPU
without roaming) $ 60 $ 64 $ 61 $ 65
Average revenue per user with roaming (ARPU
with roaming) $ 84 $ 84 $ 88 $ 85
Cost per Gross Addition $ 319 $ 484 $ 349 $ 430
ALAMOSA HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except per share data)
December 31, December 31,
2001 2000
------------------- --------------------
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 104,672 $ 141,768
Short-term investments 1,300 1,600
Restricted cash 51,687 --
Accounts receivable, net 45,992 11,277
Receivable from Sprint PCS 5,885 1,370
Interest receivable 2,393 1,046
Inventory 4,802 2,753
Prepaid expenses and other assets 4,749 4,276
Deferred customer acquisition costs 5,181 1,103
Deferred tax asset 8,112 --
------------------- --------------------
Total current assets 234,773 165,193
Property and equipment, net 455,695 228,983
Notes receivable -- 46,865
Debt issuance costs, net 36,654 13,108
Restricted cash 43,006 --
Goodwill and intangible assets, net 822,193 --
Other non-current assets 6,087 4,501
------------------- --------------------
Total assets $ 1,598,408 $ 458,650
=================== ====================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 44,012 $ 13,628
Accrued expenses 29,291 36,411
Payable to Sprint PCS 16,133 8,668
Interest payable 22,123 219
Deferred revenue 15,479 2,712
Current installments of capital leases 596 36
------------------- --------------------
Total current liabilities 127,634 61,674
Long term debt:
Capital lease obligations 1,983 1,039
Other non-current liabilities 7,496 735
Senior secured debt 187,162 54,524
12 7/8% senior discount notes 237,207 209,280
12 1/2% senior notes 250,000 --
13 5/8% senior notes 150,000 --
Deferred tax liability 98,940 --
------------------- --------------------
Total long term debt 932,788 265,578
------------------- --------------------
Total liabilities 1,060,422 327,252
------------------- --------------------
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.01 par value; 10,000,000 shares
authorized; no shares issued -- --
Common stock, $.01 par value; 290,000,000 shares
authorized, 92,786,752 and 61,359,856 issued and
outstanding, respectively 927 613
Additional paid-in capital 799,366 245,845
Accumulated deficit (261,371) (113,948)
Accumulated other comprehensive income, net of tax (936) --
Unearned compensation -- (1,112)
------------------- --------------------
Total stockholders' equity 537,986 131,398
------------------- --------------------
Total liabilities and stockholders' equity $ 1,598,408 $ 458,650
=================== ====================