PRICE COMMUNICATIONS CORP - 10-Q Quarterly Report

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2003

OR

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number

1-8309

PRICE COMMUNICATIONS CORPORATION
(Exact Name of Registrant as specified in its charter)

New York		13-2991700
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

45 Rockefeller Plaza, New York, New York		10020
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number (212) 757-5600

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Name of each exchange on which registered
Common Stock, par value $.01 per share Associated Common Stock Rights Under Rights Plan		New York Stock Exchange Boston Stock Exchange Chicago Stock Exchange Pacific Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes ý No o

The number of shares outstanding of the issuer’s common stock as of June 30, 2003 was 54,209,941.

PRICE COMMUNICATIONS CORPORATION AND SUBSIDIARIES

INDEX

PART I.	FINANCIAL INFORMATION

ITEM 1.	Financial Statements (Unaudited)

	Condensed Consolidated Balance Sheets – June 30, 2003 and December 31, 2002	I-1

	Condensed Consolidated Statements of Operations – Three and six months ended June 30, 2003 and 2002 (Restated)	I-2

	Condensed Consolidated Statements of Cash Flows – Six months ended June 30, 2003 and 2002 (Restated)	I-3

	Condensed Consolidated Statement of Shareholders’ Equity – Six months ended June 30, 2003	I-4

	Notes to Condensed Consolidated Financial Statements	I-5

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	I-8

ITEM 3	Quantitative and Qualitative Disclosures About Market Risk	I-9

ITEM 4	Procedures and Controls	I-9

PART II.	OTHER INFORMATION	II-1

ITEM 1.	Legal Proceedings	II-1

ITEM 2.	Changes in Securities	II-1

ITEM 3.	Defaults Upon Senior Securities – None	II-1

ITEM 4.	Submission of Matters to a Vote of Security Holders	II-1

ITEM 5.	Other Information	II-1

ITEM 6.	Exhibits and Reports on Form 8-K	II-1

SIGNATURES		II-2

CERTIFICATIONS		II-3

Item 1. Financial Statements

PRICE COMMUNICATIONS CORPORATION AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

($ in thousands)

	June 30, 2003		December 31, 2002
	(Unaudited)		(Audited)

Assets
Current assets:
Cash and cash equivalents	$	6,697	$	20,733
Available for sale securities	11,395		3,128
Prepaid expenses and other current assets	1,396		1,382

Total current assets	19,488		25,243

Restricted cash and securities (principally securities)	86,201		80,938
Investment in limited partnership	1,131,404		1,123,478
Other assets	412		53
	$	1,237,505	$	1,229,712

Liabilities and Shareholders’ Equity

Current liabilities:
Income taxes payable	—		3,605
Other current liabilities	7,486		3,109

Total current liabilities	7,486		6,714

Accrued income taxes - long term	53,165		53,165
Deferred income taxes	525,000		525,000
Other liabilities	16,000		16,000

Total liabilities	601,652		600,879

Commitments and contingencies

Shareholders’ equity	635,854		628,833
	$	1,237,505	$	1,229,712

See accompanying notes to condensed consolidated financial statements.

I-1

PRICE COMMUNICATIONS CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

($ in thousands, except per share data)

(Unaudited)

	For the three months ended June 30,				For the six months ended June 30,
	2003		2002		2003		2002
			(Restated)				(Restated)
Revenue:
Earnings from partnership	$	8,133	$	—	$	16,189	$
Service	—		67,932		—		134,747
Equipment sales and installation	—		4,207		—		9,799
Total revenue	8,133		72,139		16,189		144,546

Operating expenses:
Engineering, technical and other direct	—		16,471		—		30,907
Cost of equipment	—		6,729		—		15,595
Selling, general and administrative	1,780		17,607		3,959