Filed pursuant to Rule 424(b)(3)
Registration File No. 333-66358
PROSPECTUS SUPPLEMENT No. 2
(To the Prospectus dated September 28, 2001)
ALAMOSA HOLDINGS, INC.
30,649,990 SHARES OF COMMON STOCK
SUPPLEMENT NO. 2 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, and prospectus supplement no. 1, filed by us with the
Securities and Exchange Commission on October 18, 2001. All terms used in
this prospectus supplement have the meaning assigned to them in the
prospectus. Our common stock is traded on The Nasdaq National Market under
the symbol "APCS." On October 29, 2001, the last reported sale price of one
share of our common stock was $14.50.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITY 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 October 30, 2001.
RECENT DEVELOPMENTS
THIRD QUARTER OPERATING RESULTS. We added approximately 88,000 new
subscribers in the third quarter, as our subscribers grew to approximately
404,000 at September 30, 2001, an increase of approximately 28% over total
subscribers at June 30, 2001. Subscribers at September 30, 2001 were
approximately 313,000 greater than subscribers at the end of the third
quarter of 2000 for an increase of approximately 344%. Our churn rate for
the third quarter of 2001 was approximately 2.7% compared to the second
quarter churn rate of 2.4%.
During the quarter ended September 30, 2001, we also added over
150 new base stations, increasing the total number of stations in service
to approximately 1,250, and we increased our covered POPs from 10 million
at the end of the second quarter to approximately 10.8 million at the end
of the third quarter.
Total revenue for the third quarter of 2001 was $107.8 million
including subscriber revenue of $67.5 million, roaming revenue of $31.6
million and product sales of $8.7 million. Subscriber revenue represented a
27% and 318% increase over the second quarter of 2001 and the third quarter
of 2000, respectively. Roaming revenue grew 31% and 554% over the second
quarter of 2001 and the third quarter of 2000, respectively. Earnings
before interest, taxes, depreciation and amortization, or EBITDA, excluding
non-cash compensation were negative $11.3 million and negative $37.1
million for the quarter and nine months ended September 30, 2001. We
reported net losses of $37.7 million and $99.4 million for the quarter and
the nine months ended September 30, 2001, compared to net losses of $17.4
million and $45.9 million for the quarter and the nine months ended
September 30, 2000.
Average monthly revenue per user ("ARPU") was $92 for the third
quarter including roaming and $63 without roaming, as compared to $91 and
$62 for the second quarter of 2001 and $88 and $68 for the third quarter of
2000. Average minutes of use per month in the third quarter were
approximately 510 per average subscriber including roaming and
approximately 400 without roaming. Total system minutes of use were
approximately 581 million for the quarter, compared to 420 million for the
previous quarter. Minutes of use for the quarter included approximately 153
million inbound roaming minutes from Sprint PCS and other PCS customers.
Outbound minutes of use on other PCS networks totaled approximately 123
million.
At the end of the quarter, Alamosa had cash and cash equivalents
of approximately $199 million, including restricted cash of $96.3 million,
and committed but unused credit facilities of approximately $88 million.
Capital expenditures for the third quarter were $33.3 million.
A majority of the new subscribers added in the third quarter of
2001 signed up for plans subject to an account spending limit ("ASL").
Under the Sprint PCS service plans, customers who do not meet certain
credit criteria can nevertheless select any plan offered subject to an ASL
to control credit exposure. Prior to May 2001, these customers were
required to make a deposit ranging from $125 to $200 that could be credited
against future billings. In May 2001, the deposit requirement was
eliminated on certain credit classes ("NDASL"). Since the modification in
May 2001 to the NDASL, a majority of our new customer additions have been
under the NDASL program. Sprint PCS has the right to end or materially
change the terms of the ASL, NDASL or any other program in its sole
discretion. If Sprint PCS chooses to do away with the ASL or NDASL program
or reintroduce the deposit requirement, the growth rate we have experienced
could decrease and the decrease may be significant.
REVISED GUIDANCE. We are revising our guidance for the year ending
December 31, 2001. For the fourth quarter of 2001, we expect net subscriber
additions of 96,000 to 121,000. For the full year of 2001, we increased our
guidance with respect to estimated year end subscribers to a range of
500,000 to 525,000 from the previous range of 425,000 to 465,000. Year-end
covered POPs are expected to be approximately 11 million.
EBITDA loss for 2001 is now expected to be in the range of
negative $55 million to negative $60 million versus our previous guidance
of negative $38 million to negative $53 million due to greater expected
subscriber growth. Capital expenditure expectations for 2001 have decreased
to a range of $140 million to $150 million from previous expectations of
$155 million to $160 million.
ARPU without roaming for the fourth quarter is expected to remain
stable. ARPU with roaming is expected to decline, due to Sprint's lowering
of the reciprocal rate announced in April and due to roaming revenue being
spread over an increasing subscriber base. Churn is expected to be in the
range of 2.5% to 3.0% for the year ended December 31, 2001.
ALAMOSA HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(dollars in thousands, except per share data)
For the three months ended For the nine months ended
September 30, September 30,
--------------------------------- ----------------------------------
2001 2000 2001 2000
-------------- --------------- -------------- ---------------
Revenue:
Subscriber revenue $ 67,559 $ 16,146 $ 151,372 $ 35,662
Roaming revenue 31,594 4,828 67,204 10,973
-------------- --------------- -------------- ---------------
Total service revenue 99,153 20,974 218,576 46,635
Product sales 8,721 2,229 18,668 6,001
-------------- --------------- -------------- ---------------
Total revenue 107,874 23,203 237,244 52,636
-------------- --------------- -------------- ---------------
Costs and expenses:
Cost of service and operations 67,698 15,139 154,620 34,104
Cost of products sold 16,591 4,605 35,150 11,637
Selling and marketing 31,367 11,569 73,929 25,762
General and administrative expenses 3,535 3,495 10,785 11,848
Depreciation and amortization 27,305 3,015 64,476 7,763
-------------- --------------- -------------- ---------------
Total costs and expenses 146,496 37,823 338,960 91,114
-------------- --------------- -------------- ---------------
Loss from operations (38,622) (14,620) (101,716) (38,478)
Interest and other income 2,531 4,111 10,718 10,834
Interest expense (23,626) (6,961) (58,289) (18,314)
-------------- --------------- -------------- ---------------
Net loss before income tax benefit and
extraordinary item (59,717) (17,470) (149,287) (45,958)
Income tax benefit 22,005 -- 53,311 --
-------------- --------------- -------------- ---------------
Net loss before extraordinary item (37,712) (17,470) (95,976) (45,958)
Loss on debt extinguishment, net of tax -- -- (3,503) --
-------------- --------------- -------------- ---------------
Net loss $ (37,712) $ (17,470) $ (99,479) $ (45,958)
============== =============== ============== ===============
Net loss per common share, basic and
diluted:
Net loss before extraordinary item
$ (0.41) $ (0.28) $ (1.12) $ (0.77)
Loss on debt extinguishment, net
of tax -- -- (0.04) --
-------------- --------------- -------------- ---------------
Net loss $ (0.41) $ (0.28) $ (1.16) $ (0.77)
============== =============== ============== ===============
Weighted average common shares
outstanding, basic and diluted 92,030,496 61,354,715 85,287,918 59,808,408
============== =============== ============== ===============
Supplemental operating information (unaudited)
-------------- -- --------------------------------- --- ---------------
(Dollars)
Average revenue per user without roaming (ARPU
without roaming) $ 63 $ 68 $ 62 $ 65
Average revenue per user with roaming (ARPU
with roaming) $ 92 $ 88 $ 90 $ 85
Cost per Gross Addition $ 316 $ 446 $ 351 $ 394
Cash Cost per User $ 66 $ 76 $ 68 $ 74
ALAMOSA HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except per share data)
September 30, December 31,
2001 2000
------------------- --------------------
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 103,079 $ 141,768
Short-term investments -- 1,600
Accounts receivable, net of allowance for doubtful accounts 53,428 14,747
Inventory 6,918 2,753
Prepaid expenses and other assets 6,419 3,027
Deferred tax asset 1,762 --
Interest receivable 435 1,046
------------------- --------------------
Total current assets 172,041 164,941
Property and equipment, net 427,790 228,983
Notes receivable -- 46,865
Debt issuance costs, net 37,608 13,108
Restricted cash 96,336 --
Goodwill and intangible assets, net 849,088 --
Other non-current assets 5,738 4,501
------------------- --------------------
Total assets $ 1,588,601 $ 458,398
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 103,760 $ 61,386
Current installments of capital leases 433 36
------------------- --------------------
Total current liabilities 104,193 61,422
Long term debt:
Capital lease obligations 2,237 1,039
Other non-current liabilities 7,539 735
EDC credit facility -- 54,524
Deferred tax liability, net 129,950 --
12 7/8% senior discount notes 229,894 209,280
12 1/2% senior notes 250,000 --
13 5/8% senior notes 150,000 --
Senior secured credit facility 137,162 --
------------------- --------------------
Total long term debt 906,782 265,578
------------------- --------------------
Total liabilities 1,010,975 327,000
------------------- --------------------
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,
92,064,752 and 61,359,856 issued and outstanding, respectively
921 614
Additional paid-in capital 792,290 245,845
Retained earnings (deficit) (213,427) (113,948)
Accumulated other comprehensive income, net of tax (1,228) --
Unearned compensation (930) (1,113)
------------------- --------------------
Total stockholders' equity 577,626 131,398
------------------- --------------------
Total liabilities and stockholders' equity $ 1,588,601 $ 458,398
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