Filed Pursuant to 424(b)(3)
Registration File No. 333-66358
ALAMOSA HOLDINGS, INC.
30,649,990 SHARES OF COMMON STOCK
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Supplement No. 12 to
Prospectus
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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, prospectus supplement no. 8, filed by
us with the Securities and Exchange Commission on June 13, 2002, prospectus
supplement no. 9, filed by us with the Securities and Exchange Commission
on August 8, 2002, prospectus supplement no. 10, filed by us with the
Securities and Exchange Commission on August 15, 2002 and prospectus
supplement no. 11, filed by us with the Securities and Exchange Commission
on October 2, 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 November 6, 2002,
the last reported sale price of one share of our common stock was $0.68.
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 November 7, 2002.
RECENT DEVELOPMENTS
On November 6, 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 Third Quarter Results
Third Quarter Highlights:
-------------------------
o Subscribers increased by approximately 20,000 to approximately
591,000 total subscribers.
o Third consecutive quarter of positive EBITDA (earnings, excluding
asset impairments, and before interest, taxes, depreciation and
amortization, as further defined below).
o Net loss for the third quarter, prior to an estimated charge for
the impairment of goodwill was $29.2 million or $0.31 per share.
After the goodwill impairment, the net loss was $320.8 million or
$3.45 per share.
o $116.4 million in available funding, including $91.4 million in
cash and cash equivalents, (of which $35.0 million represents
restricted cash in escrow accounts for bond interest payments)
and $25.0 million in an undrawn bank facility, subject to certain
restrictions.
o Introduced Sprint's newest offering, PCS Vision, on August 8,
2002.
o Amended senior credit facility for remainder of 2002 and beyond.
LUBBOCK, Texas (November 6, 2002) - Alamosa Holdings, Inc. (NYSE: APS), the
largest PCS affiliate of Sprint (NYSE: FON, PCS) based on number of
subscribers, today reported results for the third quarter ended September
30, 2002. The Company reported positive EBITDA of approximately $5.4
million, along with approximately 20,000 net new subscribers, bringing
total subscribers to approximately 591,000. This represents a 46 percent
increase over the same quarter one year ago. Customer churn was
approximately 3.8 percent. Subscriber revenue increased approximately 12
percent sequentially and 53 percent over the same quarter one year ago.
During the third quarter of 2002, the Company commenced its first annual
impairment test required by SFAS No. 142, "Goodwill and Intangible Assets"
recording an estimated impairment charge of $291.6 million or $3.14 per
share of goodwill on the Company's books.
"Despite the challenges facing the wireless industry, Alamosa continued to
grow the number of subscribers in its territories and more importantly,
generate positive EBITDA during the third quarter," stated David E.
Sharbutt, Chief Executive Officer of Alamosa Holdings, Inc.
"Improving shareholder value is our highest priority. Operationally, we are
extremely focused on increasing our rate of customer additions and
decreasing churn. We are also looking at ways to decrease our customer
costs, increase margins and leverage our fixed asset base, which should
result in improved financial performance. The initial response to PCS
Vision has been positive, and we expect the demand for third generation
services to increase and translate into value for Alamosa in the future.
"In addition to our aggressive efforts to further improve the operational
side of the business, we are taking proactive steps to address marketplace
concerns about our future prospects," Sharbutt added. "We successfully
reached an agreement with our senior lending group to modify certain
covenants in our $225 million senior secured credit facility, and we are
also actively working with the New York Stock Exchange regarding our
compliance with its listing requirements. Our business has shown signs of
improvement throughout 2002. We are increasing revenues, generating
positive EBITDA, and getting closer to our next milestone of free cash flow
in 2003. More importantly, we believe we have adequate funding to reach
that goal."
FINANCIAL HIGHLIGHTS
Total revenue for the third quarter was approximately $147.4 million,
including subscriber revenue of $103.6 million, roaming revenue of $39.1
million and product sales of $4.7 million. Roaming revenue increased 17
percent compared to second quarter of 2002 due to increased roaming traffic
from Sprint and other PCS carriers.
EBITDA was a positive $5.4 million compared to positive $6.4 million for
the second quarter and a negative $11.3 million for the third quarter of
2001. The net loss for the third quarter, prior to an estimated charge for
the impairment of goodwill, was $29.2 million or $0.31 per share compared
to a net loss of $28.7 million or $0.31 per share in the second quarter of
2002 and a net loss of $37.7 million or $0.41 per share for the third
quarter of 2001.
The Company took an estimated impairment charge of $291.6 million or $3.14
per share based on the initial estimate from the appraisal process
commenced in the third quarter for the first annual impairment test
required by SFAS No. 142. Goodwill recorded on the Company's books related
to the three acquisitions completed in first quarter of 2001. The appraisal
process will be completed in the fourth quarter and reflects current market
conditions and the significant decline in market valuations for wireless
companies since the Company first adopted the statement in early 2002. This
resulted in a total net loss of $320.8 million or $3.45 per share for the
quarter.
At the end of the third quarter, Alamosa had available funding of $116.4
million. This included approximately $56.4 million of cash and cash
equivalents, $35.0 million in restricted cash escrowed for the payment of
bond interest, and committed but unused credit facilities at the end of the
third quarter of $25.0 million, subject to certain restrictions. Alamosa
continues to expect to be over funded in excess of $50 million at the point
of becoming free cash flow positive in 2003. Capital expenditures for the
third quarter were approximately $9.3 million.
SUMMARY OF QUARTERLY OPERATING STATISTICS
Metric 3Q 2002 2Q 2002 3Q 2001
Total Customers 591,000 571,000 404,000
Net Additions 20,000 20,000 88,000
Avg. Revenue Per User (ARPU) (incl. roaming) $82 $79* $92
Avg. Revenue Per User (ARPU) (w/out roaming) $60 $59* $63
Churn 3.8% 3.2% 2.7%
Cost Per Gross Addition $442 $402 $324
Monthly Cash Cost Per User (without roaming) $41 $39 $44
Average MOUs Per User (including roaming) 619 601 510
Average MOUs Per User (without roaming) 436 442 400
MOUs (total system) 1,074 million 1,005 million 581 million
Roaming Minutes - Inbound 317 million 265 million 153 million
Roaming minutes - Outbound 245 million 214 million 123 million
Licensed POPs 15.8 million 15.8 million 15.6 million
Covered POPs 11.5 million 11.5 million 10.8 million
Penetration - Covered POPs 5.1% 5.0% 3.7%
Number of Cell Sites 1,483 1,467 1,250
_____
* Excluding a one-time, $5.4 million revenue adjustment for FCC ruling on access charges.
BUSINESS OUTLOOK
The following outlook may be materially affected by competitive conditions,
uncertainty surrounding new 3G products and services, recently introduced
pricing plans as well as general economic conditions, among other things:
o 2002 ending subscribers in the range of 610,000 to 630,000
o Positive full year 2002 EBITDA in the range of approximately $17
to $22 million
o Capital expenditures for 2002 less than $75 million
o Customer churn decreasing in the fourth quarter of 2002
o ARPU to remain stable
CONFERENCE CALL AND REPLAY
Alamosa has scheduled a conference call for Thursday, November 7, 2002 at
9:00 a.m. Eastern Time (8:00 a.m. Central Time). To participate in the
call, dial 719-457-2646 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 November 14, 2002, and may be accessed by calling
719-457-0820 and using the passcode 372358.
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 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. In August 2002, Sprint
became the first wireless carrier in the country to launch next generation
services nationwide delivering faster speeds and advanced applications on
Vision-enabled Phones and devices. For more information on products and
services, visit www.sprint.com/mr. Sprint PCS is a wholly-owned tracking
stock of Sprint Corporation trading on the NYSE under the symbol "PCS."
Sprint is a global communications company with approximately 75,000
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 STATMENTS
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 Nine Months Ended
September 30, September 30,
2002 2001 2002 2001
---- ---- ---- ----
Revenues:
Subscriber revenues $ 103,642 $ 67,559 $ 289,720 $ 151,372
Roaming revenues 39,129 31,594 99,154 67,204
------------- --------------- ------------- --------------
Total service revenues 142,771 99,153 388,874 218,576
Product sales 4,657 8,721 17,730 18,668
------------- --------------- ------------- --------------
Total revenue 147,428 107,874 406,604 237,244
------------- --------------- ------------- --------------
Costs and expenses:
Cost of service and operations 92,560 67,698 256,378 154,620
Cost of products sold 12,904 16,591 36,134 35,150
Selling and marketing 32,503 31,367 88,360 73,929
General and administrative expenses (excluding
non-cash compensation of $0 and $0 for the
three months ended September 30, 2002 and 2001,
respectively, and $0 and $183 for the nine
months ended September 30, 2002 and 2001,
respectively) 4,102 3,535 10,890 10,602
Depreciation and amortization 26,897 27,305 78,104 64,476
Impairment of goodwill 291,635 -- 291,635 --
Impairment of property and equipment -- -- 1,332 --
Non-cash compensation -- -- -- 183
------------- --------------- ------------- --------------
Total costs and expenses 460,601 146,496 762,833 338,960
------------- --------------- ------------- --------------
Loss from operations (313,173) (38,622) (356,229) (101,716)
Interest and other income 678 2,531 2,882 10,718
Interest expense (26,158) (23,626) (76,832) (58,289)
------------- --------------- ------------- --------------
Net loss before income tax benefit and
extraordinary item (338,653) (59,717) (430,179) (149,287)
Income tax benefit 17,806 22,005 52,463 53,311
------------- --------------- ------------- --------------
Net loss before extraordinary item (320,847) (37,712) (377,716) (95,976)
Loss on debt extinguishment, (net of tax benefit
of $0 and $0 for the three months ended
September 30, 2002 and 2001, respectively, and
$0 and $1,969 for the nine months ended
September 30, 2002 and 2001, respectively) -- -- -- (3,503)
------------- --------------- ------------- --------------
Net loss $ (320,847) $ (37,712) $ (377,716) $ (99,479)
============= =============== ============= ==============
Net loss per common share, basic and diluted:
Net loss before extraordinary item $ (3.45) $ (0.41) $ (4.06) $ (1.13)
Loss on debt extinguishment, net of tax -- -- -- (0.04)
------------- --------------- ------------- --------------
Net loss $ (3.45) $ (0.41) $ (4.06) $ (1.17)
============= =============== ============= ==============
Weighted average common shares outstanding,
basic and diluted 93,069,446 92,030,496 92,940,014 85,287,918
============= =============== ============= ==============
ALAMOSA HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except share information)
September 30, December 31,
2002 2001
---- ----
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 56,411 $ 104,672
Short term investments -- 1,300
Restricted cash 34,988 51,687
Customer accounts receivable, net 49,994 42,740
Receivable from Sprint 9,080 9,137
Interest receivable 347 2,393
Inventory 5,717 4,802
Prepaid expenses and other assets 4,475 4,749
Deferred customer acquisition costs 6,560 5,181
Deferred tax asset 8,112 8,112
------------------ ------------------
Total current assets 175,684 234,773
Property and equipment, net 462,142 455,695
Debt issuance costs, net 34,561 36,654
Restricted cash -- 43,006
Goodwill -- 293,353
Intangible assets, net 498,438 528,840
Other noncurrent assets 7,712 6,087
------------------ ------------------
Total assets $ 1,178,537 $ 1,598,408
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 15,900 $ 44,012
Accrued expenses 30,999 29,291
Payable to Sprint 25,946 16,133
Interest payable 9,304 22,123
Deferred revenue 17,943 15,479
Current installments of capital leases 856 596
------------------ ------------------
Total current liabilities 100,948 127,634
------------------ ------------------
Long term liabilities:
Capital lease obligations 1,767 1,983
Other noncurrent liabilities 10,720 7,496
Senior secured debt 200,000 187,162
12 7/8% senior discount notes 260,573 237,207
12 1/2% senior notes 250,000 250,000
13 5/8% senior notes 150,000 150,000
Deferred tax liability 44,385 98,940
------------------ ------------------
Total long term liabilities 917,445 932,788
------------------ ------------------
Total liabilities 1,018,393 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,
93,371,938 and 92,786,497 shares issued and outstanding, respectively 934 927
Additional paid-in capital 799,937 799,366
Accumulated deficit (639,087) (261,371)
Accumulated other comprehensive income, net of tax (1,640) (936)
------------------ ------------------
Total stockholders' equity 160,144 537,986
------------------ ------------------
Total liabilities and stockholders' equity $ 1,178,537 $ 1,598,408
================== ==================
Alamosa Holdings, Inc.
Computation of EBITDA
(Unaudited)
(In thousands)
Three months ended Nine months ended
September 30 September 30
----------------------------------- -----------------------------------
2002 2001 2002 2001
---------------- ---------------- ---------------- ---------------
Operating loss $ (313,173) $ (38,622) $ (356,229) $ (101,716)
Goodwill impairment 291,635 -- 291,635 --
Property and equipment impairment -- -- 1,332 --
Depreciation and amortization 26,897 27,305 78,104 64,476
Non-cash compensation expense -- -- -- 183
---------------- ---------------- ---------------- ---------------
EBITDA $ 5,359 $ (11,317) $ 14,842 $ (37,057)
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