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. 6 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 and prospectus
supplement no. 5, filed by us with the Securities and Exchange Commission on
March 29, 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 May 1, 2002, the last reported sale
price of one share of our common stock was $5.04.
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 May 2, 2002.
RECENT DEVELOPMENTS
On May 1, 2002 we issued the following press release:
Client: Alamosa Holdings Inc.
Contacts: Jon D. Drake, Director of Investor Relations
Alamosa Holdings, Inc.
FOR IMMEDIATE RELEASE 806-722-1455
jdrake@alamosapcs.com
Ken Dennard / kdennard@easterly.com
Lisa Elliott / lisae@easterly.com
Easterly Investor Relations
713-529-6600
ALAMOSA ACHIEVES KEY MILESTONE
REPORTS POSITIVE EBITDA FOR FIRST QUARTER 2002
Sequential Subscriber Base Grew 9.5 Percent; Sequential Subscriber Revenue Grew
17 Percent
May 1, 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 first quarter ended March 31, 2002. Highlighting the
results was the Company's report of positive earnings before interest, taxes,
depreciation and amortization, or EBITDA, of $3.1 million. For the quarter ended
March 31, 2002, the company also reported approximately 48,000 net subscriber
additions, bringing total subscribers to approximately 551,000. Subscriber
revenues for the first quarter were $93.5 million, up 17 percent over the fourth
quarter of 2001 and up 207 percent over the first quarter of 2001.
"We are very pleased to report positive EBITDA for the first quarter, one
quarter ahead of our expectations," stated David E. Sharbutt, Chief Executive
Officer of Alamosa Holdings, Inc. "It is a positive sign for our future and
confirms our strong belief in the wireless industry. We are very focused on
executing our business plan, including continued improvement in our operating
efficiencies to become free cash flow positive in 2003."
SIGNIFICANT FIRST QUARTER ACCOMPLISHMENTS
During the quarter ended March 31, 2002, Alamosa accomplished the following:
o Achieved positive EBITDA of $3.1 million, after 10 quarters of
operations, including the integration of three acquisitions.
o Added 48,000 subscribers to end with approximately 551,000
subscribers, the largest of all Sprint PCS Network Partners based on
number of subscribers.
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o Achieved over 50 percent conversion of its network for the planned
launch of 3G in mid-year 2002.
OPERATING HIGHLIGHTS
Total revenue for the first quarter of 2002 was approximately $128.4
million, including subscriber revenue of $93.5 million, roaming revenue of $26.6
million and product sales of $8.3 million. Subscriber revenue represented a 17
and 207 percent increase over the fourth quarter of 2001 and the first quarter
of 2001, respectively. Roaming revenue was down 17 percent compared to fourth
quarter of 2001, due to the decrease in reciprocal roaming rates that began on
January 1, 2002 and seasonal volume of inbound traffic. Compared with the first
quarter of 2001, roaming revenues increased 133 percent. Earnings before
interest, taxes, depreciation and amortization, or EBITDA, was a positive $3.1
million for the first quarter of 2002 compared to a negative $21.5 million for
the fourth quarter of 2001 and a negative $16.7 million for the first quarter of
2001. EBITDA before selling and marketing expenses was a positive $37.8 million
for the quarter. Net loss for the first quarter totaled $28.1 million or $0.30
per share compared to a net loss of $47.9 million or $0.52 per share in the
fourth quarter of 2001 and a net loss of $27.4 million or $0.38 per share for
the first quarter of 2001, respectively.
Average monthly revenue per user (ARPU) was $76 for the first quarter
including roaming and $59 without roaming, as compared to $84 and $60 for the
fourth quarter of 2001 and $82 and $60 for the first quarter of 2001,
respectively. Churn was approximately 3.1 percent for the first quarter of 2002
as compared to 3.3 percent for the fourth quarter of 2001. Average MOU's per
month in the first quarter were approximately 575 per subscriber including
roaming and approximately 445 minutes without roaming. Total system MOU's were
approximately 916 million for the first quarter, compared to 746 million for the
fourth quarter. Inbound roaming minutes were approximately 211 million while
outbound roaming minutes totaled approximately 182 million. Licensed POPs were
approximately 15.8 million and covered POPs totaled approximately 11.5 million.
At the end of the first quarter, Alamosa had cash, cash equivalents and
short-term investments totaling approximately $151 million, including restricted
cash of approximately $71 million. Committed, but unused credit facilities at
the end of the first quarter were $25 million. Capital expenditures for the
first quarter were approximately $17 million.
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OUTLOOK
For the second quarter of 2002, Alamosa expects net subscriber additions to
be approximately 30,000 to 35,000. Full year 2002 net subscriber additions are
expected to remain in the range of 190,000 to 210,000 with year-end subscribers
in the range of approximately 693,000 to 713,000.
Alamosa expects to be EBITDA positive for the remaining quarters of 2002
with the full year EBITDA in the range of approximately $15 to $20 million.
Capital expenditures for 2002 are expected to be approximately $ 85 million.
Churn in the second quarter is expected to be similar to the first quarter
of 2002 and gradually decline through the second half of 2002. ARPU without
roaming for the full year is expected to remain in the range of $59 to $61. ARPU
with roaming is expected to continue to decline due to roaming revenue being
spread over an increasing subscriber base.
Alamosa has scheduled a conference call for Thursday, May 2, 2002 at 9:00
a.m. Eastern Time (8:00 a.m. Central Time). To participate in the call, dial
303-262-2130 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
Web cast, an audio archive will be available shortly after the call on the
company's website at www.alamosapcs.com for approximately 90 days. A telephonic
replay of the conference call will be available through May 9, 2002, and may be
accessed by calling 303-590-3000 and using the passcode 464992. For more
information, please contact Karen Roan at Easterly Investor Relations at
713-529-6600 or email karen@easterly.com.
(Minimum requirements to listen to broadcast: The Windows Media Player software,
downloadable free from
http://www.microsoft.com/windows/windowsmedia/EN/default.asp, and at least a
28.8Kbps connection to the Internet. If you experience problems listening to the
broadcast, send an email to isproducers@prnewswire.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 15.8 million residents.
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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. In mid-2002, Sprint will launch its 3G network nationwide,
delivering faster speeds and advanced applications on Sprint PCS Phones and
devices. For more information, visit the Sprint PCS web site at
http://www.sprintpcs.com. 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 $23 billion
in annual revenues and is widely recognized for developing, engineering and
deploying state-of-the art network technologies.
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.
- tables to follow -
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ALAMOSA HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(dollars in thousands, except per share data)
FOR THE
THREE MONTHS ENDED
MARCH 31,
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2002 2001
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Revenues:
Subscriber revenues $93,498 $30,508
Roaming revenues 26,568 11,411
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Service revenues 120,066 41,919
Product sales 8,321 3,915
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Total revenue 128,387 45,834
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Costs and expenses:
Cost of service and operations 78,529 32,469
Cost of products sold 14,117 8,033
Selling and marketing 28,897 18,282
General and administrative expenses (excluding
non-cash compensation of $0 and $183,
respectively) 3,735 3,723
Depreciation and amortization 24,863 11,936
Non-cash compensation -- 183
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Total costs and expenses 150,141 74,626
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Loss from operations (21,754) (28,792)
Interest and other income 1,333 5,721
Interest expense (24,854) (14,716)
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Net loss before income tax benefit and
extraordinary item (45,275) (37,787)
Income tax benefit 17,142 13,858
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Net loss before extraordinary item (28,133) (23,929)
Loss on debt extinguishment, net of tax benefit
of $0 and $1,969, respectively -- (3,503)
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Net loss $(28,133) $(27,432)
========== ==========
Net loss per common share, basic and diluted:
Net loss before extraordinary item $(0.30) $(0.33)
Loss on debt extinguishment, net of tax -- (0.05)
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Net loss $(0.30) $(0.38)
========== ==========
Weighted average common shares outstanding,
basic and diluted 92,832,354 71,598,745
========== ==========
Average revenue per user without roaming
(ARPU without roaming) $59 $60
Average revenue per user with roaming
(ARPU with roaming) $76 $82
Cost per gross addition $340 $418
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ALAMOSA HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except share information)
MARCH 31, 2002 DECEMBER 31,
(UNAUDITED) 2001
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ASSETS
Current assets:
Cash and cash equivalents $77,779 $104,672
Short term investments 1,300 1,300
Restricted cash 51,687 51,687
Customer accounts receivable, net 45,637 42,740
Receivable from Sprint 10,306 9,137
Interest receivable 567 2,393
Inventory 5,166 4,802
Prepaid expenses and other assets 6,423 4,749
Deferred customer acquisition costs 6,470 5,181
Deferred tax asset 8,112 8,112
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Total current assets 213,447 234,773
Property and equipment, net 457,306 455,695
Debt issuance costs, net 35,517 36,654
Restricted cash 19,770 43,006
Goodwill, net 291,635 293,353
Intangible assets, net 518,908 528,840
Other noncurrent assets 6,439 6,087
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Total assets $1,543,022 $1,598,408
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $28,838 $44,012
Accrued expenses 28,224 29,291
Payable to Sprint 13,305 16,133
Interest payable 9,287 22,123
Deferred revenue 17,840 15,479
Current installments of capital leases 724 596
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Total current liabilities 98,218 127,634
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Long term debt:
Capital lease obligations 2,055 1,983
Other noncurrent liabilities 7,132 7,496
Senior secured debt 200,000 187,162
12 7/8% senior discount notes 244,753 237,207
12 1/2% senior notes 250,000 250,000
13 5/8% senior notes 150,000 150,000
Deferred tax liability 80,317 98,940
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Total long term debt 934,257 932,788
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Total liabilities 1,032,475 1,060,422
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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,
92,915,470 and 92,786,497 shares issued and outstanding,
respectively 929 927
Additional paid-in capital 799,766 799,366
Accumulated deficit (289,504) (261,371)
Accumulated other comprehensive income, net of tax (644) (936)
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Total stockholders' equity 510,547 537,986
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Total liabilities and stockholders' equity $1,543,022 $1,598,408
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