Filed Pursuant to 424(b)(3)
Registration File No. 333-66358
ALAMOSA HOLDINGS, INC.
30,649,990 SHARES OF COMMON STOCK
Supplement No. 9 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, prospectus supplement no. 3, filed by us with the
Securities and Exchange Commission on November 14, 2001, prospectus
supplement no. 4, filed by us with the Securities and Exchange Commission
on February 28, 2002, prospectus supplement no. 5, filed by us with the
Securities and Exchange Commission on March 29, 2002, prospectus supplement
no. 6, filed by us with the Securities and Exchange Commission on May 2,
2002, prospectus supplement no. 7, filed by us with the Securities and
Exchange Commission on May 15, 2002 and prospectus supplement no. 8, filed
by us with the Securities and Exchange Commission on June 13, 2002. 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 August 7, 2002, the last reported sale
price of one share of our common stock was $0.95.
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 August 8, 2002.
RECENT DEVELOPMENTS
On August 7, 2002 we issued the following press release.
News Release
Contact: Jon D. Drake
Director of Investor Relations
Alamosa Holdings, Inc.
806-722-1455
jdrake@alamosapcs.com
Alamosa Announces Second Quarter Results
Second Quarter Highlights
o Net loss for the second quarter totaled $28.7 million or $0.31 per
share.
o Second consecutive quarter of positive EBITDA (earnings before
interest, taxes, depreciation and amortization).
o Subscribers increase by approximately 20,000, to approximately 571,000
total subscribers.
o $147.2 million in available funding, including $122.2 million in cash,
cash equivalents and short-term investments, (of which $59.2 million
represents restricted cash in escrow accounts for bond interest
payments) and $25 million in undrawn bank borrowings.
o Network upgrade to 3G is complete.
LUBBOCK, Texas (August 7, 2002) - Alamosa Holdings, Inc. (NYSE: APS), the
largest PCS affiliate of Sprint based on number of subscribers, today
reported results for the second quarter ended June 30, 2002. The Company
reported positive EBITDA of $6.4 million, after a one-time $5.4 million
access revenue adjustment relating to a July 3rd FCC ruling and before a
non-cash equipment impairment. EBITDA, excluding the access revenue
adjustment, was $11.8 million. The FCC ruling specifically addresses
wireless carriers attempts to collect access charges from long distance
carriers for terminating calls on the company's network. As previously
reported, Alamosa added approximately 20,000 net new subscribers, bringing
total subscribers to approximately 571,000. Customer churn was within
revised guidance at 3.2 percent. Subscriber revenue, before the access
revenue adjustment, increased approximately 5 percent from first quarter of
2002.
"Our highest priority is running our business to achieve free cash flow in
2003, and Alamosa is on track to achieve that goal," stated David E.
Sharbutt, Chief Executive Officer of Alamosa Holdings, Inc. "We are very
pleased with our growth in positive EBITDA during the second quarter. With
every quarter, our overall business moves one step closer toward our
ultimate goal of profitability. Our funding position also remains strong as
we continue to expect to be over-funded in excess of $50 million dollars at
the point of achieving free cash flow in 2003. Our business plan is proving
successful as we continue to strive for operational excellence throughout
all levels of our operations."
"As the result of both seasonal and marketing factors, we believe the
demand for our wireless services will improve in the third and fourth
quarters," Sharbutt added. "The launch of third generation services should
create increased excitement and demand for our wireless services. Our
network is now converted to accommodate 3G services and we are eagerly
anticipating its launch. Fiscal Year 2002 has already proven to be a
positive year for Alamosa as we achieved positive EBITDA one quarter ahead
of expectations and substantially improved upon that trend into the second
quarter. We're excited about the balance of this year and the continued
overall improvement in our financial performance."
FINANCIAL HIGHLIGHTS
Total revenue for the second quarter was approximately $130.8 million,
including subscriber revenue of $92.6 million, roaming revenue of $33.5
million and product sales of $4.7 million. Roaming revenue increased 26
percent compared to first quarter of 2002, due to the increased seasonal
volume of inbound traffic.
EBITDA, excluding non-cash equipment impairment, was a positive $6.4
million (or $11.8 million before the access revenue adjustment relating to
the July 3rd FCC ruling) compared to positive $3.1 million for the first
quarter and a negative $9.1 million for the second quarter of 2001. EBITDA,
before selling and marketing expenses, was a positive $37.7 million for the
quarter. The net loss for the second quarter totaled $28.7 million or $0.31
per share compared to the net loss of $28.1 million or $0.30 per share in
the first quarter of 2002 and the net loss of $34.3 million or $0.37 per
share for the second quarter of 2001.
At the end of the second quarter, Alamosa had available funding of $147.2
million. This included approximately $122.2 million of cash, cash
equivalents and short-term investments, of which $59.2 million represents
restricted cash escrowed for the payment of bond interest, and committed
but unused credit facilities at the end of the second quarter of $25
million. Capital expenditures for the second quarter were $29.6 million.
SUMMARY OF QUARTERLY OPERATING STATISTICS
Metric 2Q 2002 1Q 2002 2Q 2001
Total Customers 571,000 551,000 316,000
Net Additions 20,000 48,000 54,000
ARPU (including roaming) $79* $76 $91
ARPU (without roaming) $59* $59 $62
Churn 3.2% 3.1 %2.4%
Cost Per Gross Addition $402 $340 $361
Monthly Cash Cost Per User (without roaming) $39 $38 $46
Average MOUs Per User (including roaming) 601 575 485
Average MOUs Per User (without roaming) 442 445 370
MOUs (total system) 1,005 million 916 million 420 million
Roaming Minutes - Inbound 265 million 211 million 105 million
Roaming minutes - Outbound 214 million 182 million 83 million
Licensed POPs 15.8 million 15.8 million 15.6 million
Covered POPs 11.5 million 11.5 million 10.0 million
Penetration - Covered POPs 5.0% 4.8 %3.2%
Number of Cell Sites 1,467 1,425 1,153
* Excluding a one-time revenue adjustment of $5.4 million for FCC ruling on access charges in 2Q 2002.
BUSINESS OUTLOOK
The following outlook may be materially affected by: competitive
conditions, uncertainty surrounding the impact of the launch of new 3G
products and services and general economic conditions, among other things.
o Full year 2002 net subscriber additions in the range of 190,000 to 210,000
o Positive full year EBITDA in the range of approximately $10 to $20 million
o Capital expenditures for 2002 of approximately $75 million
o Churn for the last half of the year to trend higher
o ARPU to remain stable
CONFERENCE CALL AND REPLAY
Alamosa has scheduled a conference call for Thursday, August 8, 2002 at
9:00 a.m. Eastern Time (8:00 a.m. Central Time). To participate in the
call, dial 303-262-2175 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 or
www.companyboardroom.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 Web
cast, an audio archive will be available shortly after the call on the
company's website at www.alamosapcs.com or www.companyboardroom.com for
approximately 30 days. A telephonic replay of the conference call will be
available through August 15, 2002, and may be accessed by calling
303-590-3000 and using the passcode 484808.
ABOUT ALAMOSA
Alamosa Holdings, Inc. is the largest PCS Affiliate of Sprint 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 15.8 million residents.
ABOUT SPRINT
Sprint operates the nation's largest all-digital, all-PCS wireless network,
already serving the majority of the nation's metropolitan areas including
more than 4,000 cities and communities across the country. Sprint has
licensed PCS coverage of more than 280 million people in all 50 states,
Puerto Rico and the U.S. Virgin Islands. Sprint plans to launch its 3G
network nationwide this summer and expects to deliver faster speeds and
advanced applications on Sprint PCS 3G Phones and devices. For more
information on products and services, visit www.sprint.com/mr. Sprint PCS
is a wholly-owned tracking group of Sprint Corporation trading on the NYSE
under the symbol "PCS." Sprint is a global communications company with more
than 80,000 employees worldwide and $26 billion in annual revenues and is
widely recognized for developing, engineering and deploying state-of-the
art network technologies.
FORWARD LOOKING STATEMENTS
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, 2001 and in subsequent filings with the Securities
and Exchange Commission.
ALAMOSA HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(dollars in thousands, except per share amounts)
For the Three Months Ended For the Six Months Ended
June 30, June 30,
2002 2001 2002 2001
------------- --------------- ------------- --------------
Revenues:
Subscriber revenues $ 92,580 $ 53,305 $ 186,078 $ 83,813
Roaming revenues 33,457 24,198 60,025 35,609
------------- --------------- ------------- --------------
Total service revenues 126,037 77,503 246,103 119,422
Product sales 4,752 6,032 13,073 9,947
------------- --------------- ------------- --------------
Total revenue 130,789 83,535 259,176 129,369
------------- --------------- ------------- --------------
Costs and expenses:
Cost of service and operations 85,289 54,446 163,818 86,915
Cost of products sold 9,113 10,526 23,230 18,559
Selling and marketing 26,960 24,281 55,857 42,563
General and administrative expenses (excluding
non-cash compensation of $0 and $0 for the
three months ended June 30, 2002 and 2001,
respectively, and $0 and $183 for the six
months ended June 30, 2002 and 2001,
respectively) 3,053 3,351 6,788 7,074
Depreciation and amortization 26,344 25,235 51,207 37,171
Impairment of property and equipment 1,332 -- 1,332 --
Non-cash compensation -- -- -- 183
------------- --------------- ------------- --------------
Total costs and expenses 152,091 117,839 302,232 192,465
------------- --------------- ------------- --------------
Loss from operations (21,302) (34,304) (43,056) (63,096)
Interest and other income 871 2,467 2,204 8,188
Interest expense (25,820) (19,947) (50,674) (34,663)
------------- --------------- ------------- --------------
Net loss before income tax benefit and
extraordinary item (46,251) (51,784) (91,526) (89,571)
Income tax benefit 17,515 17,448 34,657 31,306
------------- --------------- ------------- --------------
Net loss before extraordinary item (28,736) (34,336) (56,869) (58,265)
Loss on debt extinguishment, (net of tax benefit
of $0 and $0 for the three months ended
June 30, 2002 and 2001, respectively, and
$0 and $1,969 for the six months ended
June 30, 2002 and 2001, respectively) -- -- -- (3,503)
------------- --------------- ------------- --------------
Net loss $ (28,736) $ (34,336) $ (56,869) $ (61,768)
------------- --------------- ------------- --------------
Net loss per common share, basic and diluted:
Net loss before extraordinary item $ (0.31) $ (0.37) $ (0.61) $ (0.71)
Loss on debt extinguishment, net of tax -- -- -- (0.04)
------------- --------------- ------------- --------------
Net loss $ (0.31) $ (0.37) $ (0.61) $ (0.75)
------------- --------------- ------------- --------------
Weighted average common shares outstanding,
basic and diluted 92,915,638 92,009,977 92,874,226 81,860,743
========== ========== ========== ==========
###
ALAMOSA HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except share information)
June 30, December 31,
2002 2001
------------------ -------------------
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 61,701 $ 104,672
Short term investments 1,300 1,300
Restricted cash 50,491 51,687
Customer accounts receivable, net 50,905 42,740
Receivable from Sprint 7,253 9,137
Interest receivable 1,559 2,393
Inventory 4,860 4,802
Prepaid expenses and other assets 4,784 4,749
Deferred customer acquisition costs 6,292 5,181
Deferred tax asset 8,112 8,112
------------------ -------------------
Total current assets 197,257 234,773
Property and equipment, net 469,536 455,695
Debt issuance costs, net 34,376 36,654
Restricted cash 8,667 43,006
Goodwill 291,635 293,353
Intangible assets, net 508,706 528,840
Other noncurrent assets 7,280 6,087
------------------ -------------------
Total assets $ 1,517,457 $ 1,598,408
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 21,123 $ 44,012
Accrued expenses 27,672 29,291
Payable to Sprint 19,743 16,133
Interest payable 22,269 22,123
Deferred revenue 18,596 15,479
Current installments of capital leases 749 596
------------------ -------------------
Total current liabilities 110,152 127,634
------------------ -------------------
Long term liabilities:
Capital lease obligations 1,859 1,983
Other noncurrent liabilities 9,163 7,496
Senior secured debt 200,000 187,162
12 7/8% senior discount notes 252,539 237,207
12 1/2% senior notes 250,000 250,000
13 5/8% senior notes 150,000 150,000
Deferred tax liability 62,472 98,940
------------------ -------------------
Total long term liabilities 926,033 932,788
------------------ -------------------
Total liabilities 1,036,185 1,060,422
------------------ -------------------
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, 92,915,720 and 92,786,497 shares issued
and outstanding, respectively 929 927
Additional paid-in capital 799,767 799,366
Accumulated deficit (318,240) (261,371)
Accumulated other comprehensive income, net of tax (1,184) (936)
------------------ -------------------
Total stockholders' equity 481,272 537,986
------------------ -------------------
Total liabilities and stockholders' equity $ 1,517,457 $ 1,598,408
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