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. 14 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, prospectus supplement no. 11, filed by us with the Securities
and Exchange Commission on October 2, 2002, prospectus supplement no. 12,
filed by us with the Securities and Exchange Commission on November 7, 2002
and prospectus supplement no. 13, filed by us with the Securities and Exchange
Commission on November 15, 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 March 3,
2003, the last reported sale price of one share of our common stock was $0.42.
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 March 4, 2003.
RECENT DEVELOPMENTS
On March 3, 2003 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 Fourth Quarter and
Annual 2002 Results
Fourth Quarter Highlights:
-------------------------
o Subscribers increased by approximately 31,000 to approximately 622,000
total subscribers.
o EBITDA (earnings, before interest, taxes, depreciation and
amortization), excluding asset impairments, totaled $12.1 million for
the fourth quarter and $26.9 for the full year of 2002, respectively.
o Net loss for the fourth quarter was $25.6 million or $0.27 per share.
o Available funding was approximately $121.4 million, including
approximately $61.7 million in cash and cash equivalents, approximately
$34.7 million of restricted cash in escrow accounts for bond interest
payments, and $25.0 million in an undrawn bank facility, subject to
certain restrictions.
o Customer churn was approximately 3.4 percent for the fourth quarter and
for the full year of 2002.
o Fixed asset additions totaled $14.1 million for the fourth quarter and
$69.6 million for the full year of 2002.
LUBBOCK, Texas (March 3, 2003) - Alamosa Holdings, Inc. (NYSE: APS), the
largest (based on number of subscribers) PCS Affiliate of Sprint (NYSE: FON,
PCS), which operates the largest all-digital, all-CDMA Third-Generation (3G)
wireless network in the United States, today reported results for the fourth
quarter ended December 31, 2002. The Company reported $12.1 million of EBITDA,
excluding asset impairments, for the fourth quarter of 2002 versus a negative
$21.5 million in the fourth quarter of 2001. For the year of 2002, the Company
reported positive EBITDA, excluding asset impairments, of $26.9 million
compared to a negative $58.5 million in 2001, resulting in an $85.4 million
improvement year over year. The Company also reported approximately 31,000 net
new subscribers during the fourth quarter of 2002, bringing total subscribers
to approximately 622,000 at year-end 2002. This represents a 24 percent
increase in total subscribers from the end of 2001 to the end of 2002. As the
Company previously disclosed on January 13, 2003, customer churn was
approximately 3.4 percent for the fourth quarter of 2002, declining from 3.8
percent in the third quarter of 2002. Customer churn for the full year of 2002
was also 3.4 percent.
"The wireless industry found 2002 to be extremely difficult. Despite many
challenges, Alamosa distinguished itself from many of its peers and delivered
solid financial results. We continued to make significant progress as we grew
our customer base, expanded our network to handle our customer's current and
future wireless needs, and managed our operations more efficiently," stated
David E. Sharbutt, Chief Executive Officer of Alamosa Holdings, Inc. "More
significantly, we achieved positive EBITDA in every quarter of 2002, including
a substantial increase in the fourth quarter of 2002 over the third quarter of
2002.
"We shifted our focus to higher value customers, which began to have an impact
on our churn rate during the fourth quarter. In 2002, we learned and adapted
our business to the realities of the marketplace and have an established
foundation from which to build upon in 2003," Sharbutt added. "We expect
continued growth in EBITDA, excluding asset impairments, and positive free
cash flow in 2003 which should help maintain our funding position."
FINANCIAL HIGHLIGHTS
Total revenue for the fourth quarter was approximately $149.1 million,
including subscriber revenue of $102.2 million, roaming revenue of $40.7
million and product sales of $6.2 million. Roaming revenue increased 4.1
percent in the fourth quarter of 2002 compared to third quarter of 2002 due to
increased roaming traffic from Sprint and other PCS carriers. Other PCS
carriers' inbound travel comprised approximately 20 percent of roaming
revenues during the quarter and for the full year. Total revenue for the year
was approximately $555.6 million, including subscriber revenue of $391.9
million, roaming revenue of $139.8 million and product sales of $23.9 million.
EBITDA, excluding asset impairments, was $12.1 million for the fourth quarter
of 2002 compared to $5.4 million for the third quarter of 2002 and a negative
$21.5 million for the fourth quarter of 2001. For the year of 2002, EBITDA,
excluding asset impairments, was $26.9 million compared to a negative $58.5
million during 2001, an $85.4 million improvement. The net loss for the fourth
quarter was $25.6 million or $0.27 per share compared to $29.2 million or
$0.31 per share, before a charge for the impairment of goodwill, in the third
quarter of 2002 and a net loss of $47.9 million or $0.52 per share for the
fourth quarter of 2001. For the year, the net loss was $403.3 million or $4.33
per share, including the goodwill impairment charge. Without the goodwill
impairment charge, the net loss would have been $111.7 million, or $1.20 per
share compared to a loss of $143.9 million, before extraordinary items, or
$1.65 per share in 2001.
At the end of the fourth quarter of 2002, Alamosa had available funding of
approximately $121.4 million. This included approximately $61.7 million of
cash and cash equivalents, approximately $34.7 million in restricted cash
escrowed for the payment of bond interest, and committed but unused credit
facilities at the end of the fourth 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. Fixed
asset additions were approximately $14.1 million for the fourth quarter of
2002 and $69.6 million for the full year of 2002.
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SUMMARY OF QUARTERLY OPERATING STATISTICS
Metric 4Q 2002 3Q 2002 4Q 2001
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Total Customers 622,000 591,000 503,000
Net Additions 31,000 20,000 99,000
Avg. Revenue Per User (ARPU) (incl. roaming) $79 $82 $84
Avg. Revenue Per User (ARPU) (w/out roaming) $57 $60 $60
Churn 3.4% 3.8% 3.3%
Cost Per Gross Addition $403 $442 $319
Monthly Cash Cost Per User (incl. roaming) $51 $56 $64
Monthly Cash Cost Per User (w/out roaming) $36 $41 $47
Average MOUs Per User (w/out roaming) 458 425 440
Average MOUs Per User (incl. out roaming) 586 555 551
MOUs (total system) 1,150 million 1,074 million 746 million
Roaming Minutes - Inbound 324 million 307 million 182 million
Roaming minutes - Outbound 232 million 233 million 143 million
Licensed POPs 15.8 million 15.8 million 15.6 million
Covered POPs 11.8 million 11.5 million 11.2 million
Penetration - Covered POPs 5.3% 5.1% 4.5%
Number of Cell Sites 1,509 1,483 1,400
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LISTING STATUS WITH NYSE
Based on current market trends and pricing, the Company remains below the
NYSE's $1 minimum share price and $100 million market cap minimum listing
requirement. The minimum share price requirement offers a six-month cure
period following notification (which expires on March 3, 2003). The NYSE has
indicated it will consider activities, such as shareholder actions, and allow
for the approval of these actions at the Company's next Annual Meeting to meet
the minimum share price requirement.
The Company's Board of Directors has approved taking further action, if
necessary, to meet the $1 minimum listing requirement. This includes a
proposal for including a reverse stock split in the proxy for the Annual
Shareholders meeting scheduled for May 29, 2003. The Company is also exploring
other trading venues for its common stock. The Company has notified the NYSE
of these proposed actions. If a proposed reverse split is enacted by
shareholder vote, it is required to be promptly implemented and the listing
requirement will be met if the share price exceeds the $1 minimum share price
requirement for the following 30 trading days. If the market price of its
common stock increases or the Company identifies an alternative trading venue
for its stock, the Company may not need to take shareholder action. The
Company will continue periodically reporting its progress to the NYSE and the
realization of objectives as outlined in its approved plan (addressing both
the share price and the market capitalization minimum standards), which is
still in effect until February 26, 2004.
"We have had discussions about the Company's next steps to achieve the $1
minimum listing requirement with the NYSE staff," said Sharbutt. "In addition
to the possible shareholder action, we are actively pursuing other trading
venues for our common stock."
BUSINESS OUTLOOK
The following business outlook for 2003 may be materially affected by
competitive conditions, continued development and acceptance of new 3G
products and services, changes in pricing plans as well as general economic
conditions, among other things:
o Full year 2003 EBITDA of approximately $80 million
o Free cash flow positive for the full year of 2003, excluding cash
interest to be paid out of escrow o Capital expenditures of $40-50
million
o Penetration of Alamosa markets to be in the range of 6.2 to 6.5 percent
by year-end 2003
o Churn decreasing throughout 2003 and averaging 3.0% for the year of 2003
CONFERENCE CALL AND REPLAY
Alamosa has scheduled a conference call for March 4, 2003 at 9:00 a.m. Eastern
Time (8:00 a.m. Central Time). To participate in the call, dial 913-981-5519
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
Tuesday, March 11, 2003, and may be accessed by calling 719-457-0820 and using
the passcode 461394.
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 the Sprint brand name 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 largest, 100-percent digital, nationwide PCS wireless
network in the United States, 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. 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
72,000 employees worldwide and nearly $27 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; 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; 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
(dollars in thousands, except per share amounts)
For the Three Months Ended For the Year Ended
December 31, December 31,
(UNAUDITED)
------------------------------- -----------------------------
2002 2001 2002 2001
------------- ----------- ------------ ------------
Revenues:
Subscriber revenues $ 102,207 $ 79,773 $ 391,927 $ 231,145
Roaming revenues 40,689 32,009 139,843 99,213
------------- ----------- ------------ ------------
Total service revenues 142,896 111,782 531,770 330,358
Product sales 6,192 8,113 23,922 26,781
------------- ----------- ------------ ------------
Total revenue 149,088 119,895 555,692 357,139
------------- ----------- ------------ ------------
Costs and expenses:
Cost of service and operations 87,094 83,223 343,472 237,843
Cost of products sold 14,840 18,761 50,974 53,911
Selling and marketing 30,703 36,123 119,063 110,052
General and administrative expenses (excluding
non-cash compensation of $0 and $0 for the
three months ended December 31, 2002 and 2001,
respectively, and $0 and $183 for the
years ended December 31, 2002 and 2001,
respectively) 4,374 3,251 15,264 13,853
Depreciation and amortization 27,017 30,246 105,121 94,722
Impairment of goodwill -- -- 291,635 --
Impairment of property and equipment (138) -- 1,194 --
Non-cash compensation -- (1,099) -- (916)
------------- ----------- ------------ ------------
Total costs and expenses 163,890 170,505 926,723 509,465
------------- ----------- ------------ ------------
Loss from operations (14,802) (50,610) (371,031) (152,326)
Interest and other income 577 946 3,459 11,664
Interest expense (26,031) (23,441) (102,863) (81,730)
------------- ----------- ------------ ------------
Net loss before income tax benefit and
extraordinary item (40,256) (73,105) (470,435) (222,392)
Income tax benefit 14,623 25,161 67,086 78,472
------------- ----------- ------------ ------------
Net loss before extraordinary item (25,633) (47,944) (403,349) (143,920)
Loss on debt extinguishment, (net of tax benefit
of $0 and $0 for the three months ended
December 31, 2002 and 2001, respectively, and
$0 and $1,969 for the years ended
December 31, 2002 and 2001, respectively) -- -- -- (3,503)
------------- ----------- ------------ ------------
Net loss $ (25,633) $ (47,944) $ (403,349) $ (147,423)
============ =========== ============ ============
Net loss per common share, basic and diluted:
Net loss before extraordinary item $ (0.27) $ (0.52) $ (4.33) $ (1.65)
Loss on debt extinguishment, net of tax -- -- -- (0.04)
------------- ----------- ------------ -------------
Net loss $ (0.27) $ (0.52) $ (4.33) $ (1.69)
============= =========== ============ =============
Weighted average common shares outstanding,
basic and diluted 93,371,938 92,387,323 93,048,883 87,077,350
============= =========== ============ =============
ALAMOSA HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except share information)
December 31, December 31,
2002 2001
------------------ ------------------
ASSETS
Current assets:
Cash and cash equivalents $ 61,737 $ 104,672
Short term investments -- 1,300
Restricted cash 34,725 51,687
Customer accounts receivable, net 27,926 42,740
Receivable from Sprint 30,322 9,137
Interest receivable 973 2,393
Inventory 7,410 4,802
Prepaid expenses and other assets 7,239 4,749
Deferred customer acquisition costs 7,312 5,181
Deferred tax asset 5,988 8,112
------------------ ------------------
Total current assets 183,632 234,773
Property and equipment, net 458,946 455,695
Debt issuance costs, net 33,351 36,654
Restricted cash -- 43,006
Goodwill -- 293,353
Intangible assets, net 488,421 528,840
Other noncurrent assets 7,802 6,087
------------------ ------------------
Total assets $ 1,172,152 $ 1,598,408
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 27,203 $ 44,012
Accrued expenses 34,903 29,291
Payable to Sprint 24,649 16,133
Interest payable 22,242 22,123
Deferred revenue 18,901 15,479
Current installments of capital leases 1,064 596
------------------ ------------------
Total current liabilities 128,962 127,634
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Long term liabilities:
Capital lease obligations 1,355 1,983
Other noncurrent liabilities 10,641 7,496
Senior secured debt 200,000 187,162
12 7/8% senior discount notes 268,862 237,207
12 1/2% senior notes 250,000 250,000
13 5/8% senior notes 150,000 150,000
Deferred tax liability 27,694 98,940
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Total long term liabilities 908,552 932,788
------------------ ------------------
Total liabilities 1,037,514 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, 94,171,938 and 92,786,497 shares
issued and outstanding, respectively 942 927
Additional paid-in capital 799,966 799,366
Accumulated deficit (664,720) (261,371)
Accumulated other comprehensive income, net of tax (1,550) (936)
------------------ ------------------
Total stockholders' equity 134,638 537,986
------------------ ------------------
Total liabilities and stockholders' equity $ 1,172,152 $ 1,598,408
================== ==================
Alamosa Holdings, Inc.
Computation of EBITDA
(Unaudited)
(In thousands)
Three months ended Year ended
December 31, December 31,
----------------------------------- -----------------------------------
2002 2001 2002 2001
---------------- ---------------- ---------------- ---------------
Operating loss $ (14,802) $ (50,610) $ (371,031) $ (152,326)
Goodwill impairment -- -- 291,635 --
Property and equipment impairment (138) -- 1,194 --
Depreciation and amortization 27,017 30,246 105,121 94,722
Non-cash compensation -- (1,099) -- (916)
---------------- ---------------- ---------------- ---------------
EBITDA $ 12,077 $ (21,463) $ 26,919 $ (58,520)
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