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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the Fiscal Year Ended December 31, 2002
or
[_] 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:
TRITON PCS, INC. - 333-57715
(Exact name of Registrant as specified in its charter)
Delaware 23-2930873
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
1100 Cassatt Road
Berwyn, Pennsylvania 19312
(Address and zip code of principal executive offices)
(610) 651-5900
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
None
The registrant is a direct wholly-owned subsidiary of Triton PCS Holdings, Inc.,
which meets the conditions set forth in General Instructions I (1) (a) and (b)
of Form 10-K and is, therefore, filing this form with the reduced disclosure
format pursuant to General Instruction I (2).
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 [_] No [X]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [X]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes [_] No [X]
TRITON PCS, INC.
FORM 10-K
TABLE OF CONTENTS
PART I
Page
----
Item 1 Business.......................................................................... 4
Item 2 Properties........................................................................ 16
Item 3 Legal Proceedings ................................................................ 16
Item 4 Submission of Matters to a Vote of Security Holders .............................. 16
PART II
Item 5 Market for Registrant's Common Equity and Related Stockholder Matters ............ 17
Item 6 Selected Financial Data .......................................................... 17
Item 7 Management's Discussion and Analysis of Financial
Condition and Results of Operations............................................. 18
Item 7A Quantitative and Qualitative Disclosures about Market Risk ....................... 30
Item 8 Financial Statements & Supplementary Data ........................................ F-1
Report of Independent Accountants................................................. F-2
Consolidated Balance Sheets....................................................... F-3
Consolidated Statements of Operations and Comprehensive Loss ..................... F-4
Consolidated Statements of Stockholder's Equity (Deficit) and Member's Capital.... F-5
Consolidated Statements of Cash Flows............................................. F-6
Notes to Consolidated Financial Statements........................................ F-7
Item 9 Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure............................................................ 31
PART III
Item 10 Directors and Executive Officers of the Registrant................................ 31
Item 11 Executive Compensation............................................................ 31
Item 12 Security Ownership of Certain Beneficial Owners and Management.................... 31
Item 13 Certain Relationships and Related Transactions.................................... 31
Item 14 Controls and Procedures 31
PART IV
Item 15 Exhibits, Financial Statement Schedules and Reports on Form 8-K .................. 32
2
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements that involve substantial risks
and uncertainties. You can identify these statements by forward-looking words
such as anticipate, believe, could, estimate, expect, intend, may, should, will
and would or similar words. You should read statements that contain these words
carefully because they discuss our future expectations, contain projections of
our future results of operations or of our financial position or state other
forward-looking information. We believe that it is important to communicate our
future expectations to our investors. However, there may be events in the future
that we are not able to accurately predict or control. The factors listed in the
"Risk Factors" section of the market-making prospectus for our senior
subordinated notes dated April 19, 2002, as well as any cautionary language in
this report, provide examples of risks, uncertainties and events that may cause
our actual results to differ materially from the expectations we describe in our
forward-looking statements. You should be aware that the occurrence of the
events described in the "Risk Factors" section of the market-making prospectus
for our senior subordinated notes dated April 19, 2002 and in this report could
have a material adverse effect on our business, results of operations and
financial position.
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PART I
ITEM 1. BUSINESS
Introduction
Our principal offices are located at 1100 Cassatt Road, Berwyn,
Pennsylvania 19312, and our telephone number at that address is (610) 651-5900.
Our Internet site address is http://www.tritonpcs.com. The information in our
website is not part of this report.
Triton PCS, Inc. and its subsidiaries are direct and indirect, wholly-owned
subsidiaries of Triton PCS Holdings, Inc. In this report, we refer to Triton PCS
Holdings, Inc. as Holdings and to Triton PCS, Inc. as Triton, and references to
we, us and our refer to Triton PCS, Inc. and its wholly-owned subsidiaries
collectively, unless the context requires otherwise. AT&T Wireless PCS refers to
AT&T Wireless PCS, LLC, AT&T Wireless refers to AT&T Wireless Services, Inc. and
AT&T refers to AT&T Corp.
Overview
We are a leading provider of wireless communications services in the
southeastern United States. Our wireless communications licenses cover
approximately 13.6 million potential customers in a contiguous geographic area
encompassing portions of Virginia, North Carolina, South Carolina, Tennessee,
Georgia and Kentucky. In February 1998, we entered into a joint venture with
AT&T Wireless. As part of the agreement, AT&T Wireless contributed personal
communications services licenses for 20 MHz of authorized frequencies covering
11.3 million potential customers within defined areas of our region in exchange
for an equity position in Holdings. Since that time, we have expanded our
coverage area to include an additional 2.3 million potential customers through
acquisitions and license exchanges with AT&T Wireless. As part of the
transactions with AT&T Wireless, we were granted the right to be the exclusive
provider of wireless mobility services using co-branding with AT&T within our
region. We believe our markets are strategically attractive because of their
proximity to AT&T Wireless' systems in the Washington, D.C., Charlotte, North
Carolina and Atlanta, Georgia markets, which collectively cover a population of
more than 28.5 million individuals. In addition, we are the preferred provider
of wireless mobility services to AT&T Wireless' digital wireless customers who
roam into our markets. Our strategy is to provide extensive coverage to
customers within our region, to offer our customers coast-to-coast coverage and
to benefit from roaming revenues generated by AT&T Wireless' and other carriers'
wireless customers who roam into our covered area.
We have successfully launched personal communications services in all of our 37
markets. Our markets have attractive demographic characteristics for wireless
communications services and include 10 of the top 100 markets in the country
with population densities that are 80% greater than the national average. Since
we began offering services in these 37 markets, our subscriber base and the
number of minutes generated by non-Triton subscribers roaming onto our network
have grown dramatically.
From our initial launch of personal communications services in January 1999 to
December 31, 2002, our subscriber base has grown from 33,844 subscribers to
830,159 subscribers, with 33,673 additional subscribers in the fourth quarter of
2002. Roaming minutes generated by non-Triton subscribers since January 1999
have increased from approximately 0.7 million minutes per month to a high of
95.0 million minutes per month, with roaming minutes rising to 242.2 million
minutes in the fourth quarter of 2002, which represents a 51% increase over the
fourth quarter of 2001.
Our goal is to provide our customers with simple, easy-to-use wireless services
with coast-to-coast service, superior call quality, personalized customer care
and competitive pricing. We utilize a mix of sales and distribution channels,
including as of December 31, 2002, a network of 120 company-owned SunCom retail
stores, local and nationally recognized retailers such as Circuit City, Best
Buy, Wireless Retail, Radio Shack, Sam's Club and Zap, and 78 direct sales
representatives covering corporate accounts.
Strategic Alliance with AT&T Wireless
One of our most important competitive advantages is our strategic alliance with
AT&T Wireless, one of the largest providers of wireless communications services
in the United States. As part of its strategy to rapidly expand its digital
wireless coverage in the United States, AT&T Wireless has focused on
constructing its own network, making strategic acquisitions and entering into
agreements with other independent wireless operators, including Triton, to
construct and operate compatible wireless networks to extend AT&T Wireless'
national network.
Our strategic alliance with AT&T Wireless provides us with many business,
operational and marketing advantages, including the following:
. Exclusivity. We are AT&T Wireless' exclusive provider of
facilities-based wireless mobility communications services using
co-branding with AT&T in our covered markets.
. Preferred Roaming Partner. We are the preferred roaming partner for
AT&T Wireless' digital wireless customers who roam into our coverage
area. We expect to benefit from growth in roaming traffic as AT&T
Wireless' digital wireless customers, particularly those in
Washington, D.C., Charlotte, North Carolina and Atlanta, Georgia,
travel into our markets.
. Coverage Across the Nation. Our customers have access to
coast-to-coast coverage through our agreements with AT&T Wireless,
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other members of the AT&T Wireless Network and other third-party
roaming partners. This coast-to-coast coverage allows us to offer
competitive pricing plans, including national rate plans.
. Volume Discounts. We receive preferred terms on certain products and
services, including handsets, infrastructure equipment and
administrative support from companies who provide these products and
services to AT&T.
. Marketing. We benefit from AT&T's nationwide marketing and advertising
campaigns.
. Recognized Brand Name. We market our wireless services to our
potential customers giving emphasis to both our regional SunCom brand
name and logo and AT&T's brand name and logo. We believe that use of
the AT&T brand name reinforces an association of reliability and
quality.
Competitive Strengths
In addition to the advantages provided by our strategic alliance with AT&T
Wireless, we have a number of competitive strengths, including the following:
. Attractive Licensed Area. Our markets have favorable demographic
characteristics for wireless communications services, such as
population densities that are 80% greater than the national average.
. Network Quality. We believe that the quality and extensive coverage of
our network provide a strategic advantage over wireless communications
providers that we compete against. We have successfully launched and
offer personal communications service to approximately 13.6 million
people in all of our 37 markets. We have constructed a comprehensive
network, which includes over 2,200 cell sites and seven switches,
using time division multiple access digital technology. We are
currently overlaying our time division multiple access, or TDMA,
network with global system for mobile communications and global packet
radio service, or GSM/GPRS, technology. This will allow us to provide
more advanced wireless data services to our subscribers as well as
earn roaming revenue from other wireless carriers who offer GSM/GPRS
products. We have two GSM/GPRS switches and have added GSM/GPRS
technology to approximately one-third of our cell sites as of December
31, 2002, and we are committed to the continued deployment of GSM/GPRS
technology. We launched commercial service over certain markets of our
GSM/GPRS network in February 2003. Our network is compatible with AT&T
Wireless' network and with the networks of other wireless
communications service providers that use either TDMA or GSM/GPRS
technology.
. Experienced Management. We have a management team with a high level of
experience in the wireless communications industry. Our senior
management team has an average of more than 15 years of experience
with wireless leaders such as AT&T, Verizon Communications, Horizon
Cellular and ALLTEL Communications, Inc. Our senior management team
also owns approximately 10% of Holdings' outstanding Class A common
stock.
. Contiguous Service Area. We believe our contiguous service area allows
us to cost effectively offer large regional calling areas to our
customers and route a large number of minutes through our network,
thereby reducing costs for interconnection with other networks.
Further, we believe that we generate operational cost savings,
including sales and marketing efficiencies, by operating in a
contiguous service area.
. Strong Capital Base. We believe that we have sufficient capital and
availability under our credit facility to fund our GSM/GPRS overlay
and TDMA capacity expansion. As of December 31, 2002, we had $212.5
million of available cash and $215.0 million of available borrowings
under our credit facility.
Business Strategy
Our objective is to become the leading provider of wireless communications
services in the markets we serve. We intend to achieve this objective by
pursuing the following business strategies:
. Operate a Superior, High Quality Network. We are committed to making
the capital investment required to maintain and operate a superior,
high quality network. We provide extensive coverage within our region
and consistent quality performance, resulting in a high level of
customer satisfaction. Greater than 99% of all calls attempted on our
network are connected.
. Provide Superior Coast-to-Coast and In-Market Coverage. Our market
research indicates that scope and quality of coverage are extremely
important to customers in their choice of a wireless service provider.
We have designed extensive local calling areas, and we offer
coast-to-coast coverage through our arrangements with AT&T Wireless,
its affiliates and other third-party roaming partners. Our network
covers those areas where people are most likely to take advantage of
wireless coverage, such as suburbs, metropolitan areas and vacation
locations.
. Provide Enhanced Value. We offer our customers rate plans tailored to
their personal needs at competitive prices. Our affordable, simple
pricing plans are designed to promote the use of wireless services.
During the third quarter of 2002, we introduced the UnPlan, which
provides unlimited calling from a subscriber's local calling area for
a fixed price.
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. Deliver Quality Customer Service. We believe that superior customer
service is a critical element in attracting and retaining customers.
Our point-of-sale activation process is designed to ensure quick and
easy service initiation, including customer qualification. We also
emphasize proactive and responsive customer care, including rapid
call-answer times, welcome packages and anniversary calls. We pride
ourselves on answering approximately 90% of our customer care calls on
the first ring. We currently operate state-of-the-art customer care
facilities in Richmond, Virginia and Charleston, South Carolina, which
house our customer service and collections personnel.
License Acquisition Transactions
As part of our current GSM/GPRS network overlay, we acquired the following FCC
licenses during the year ended December 31, 2002.
During the second quarter of 2002, we consummated two license purchase
agreements for an aggregate purchase price of approximately $22.6 million.
First, Virginia PCS Alliance, L.C. disaggregated its personal communications
services C-block licenses for the Charlottesville, Virginia and Winchester,
Virginia basic trading areas by selling us 10 MHz of spectrum in each market.
Second, AT&T Wireless PCS partitioned and disaggregated its broadband personal
communications services A-block license for the Atlanta, Georgia major trading
area by selling us 20 MHz of spectrum for Bulloch County, Georgia and Screven
County, Georgia.
On September 30, 2002, we acquired nine personal communication service licenses
from Lafayette Communications Company L.L.C. for an aggregated fair value of
approximately $21.7 million. Theses licenses cover populations of approximately
2.9 million people in several of our Georgia, Tennessee and Virginia markets.
On November 15, 2002, we acquired personal communication service licenses in
Richmond, Norfolk and Roanoke, Virginia from AT&T Wireless PCS for approximately
$65.1 million. The three 10 MHz A-block licenses for the Richmond, Norfolk and
Roanoke basic trading areas cover approximately 3.7 million people.
On November 22, 2002, we acquired a 10 MHz personal communication service
license in Fayetteville, North Carolina from Northcoast Communications, LLC for
approximately $5.6 million.
On October 9, 2002, and as amended on December 2 and December 31, 2002, we
entered into an agreement with Lafayette for the acquisition of 10 MHz of
spectrum in Anderson, Charleston, Columbia, Florence, Greenville, Greenwood,
Orangeburg and Sumter, South Carolina, for approximately $114.7 million. The
application seeking FCC approval for this transaction has been filed, and we
expect to consummate the transaction in the second quarter of 2003.
On December 2, 2002, we entered into an agreement with Lafayette for the
acquisition of 10 MHz of spectrum in Myrtle Beach, South Carolina, Augusta,
Georgia, Fredericksburg, Virginia and Lynchburg, Virginia for approximately
$12.2 million. The application seeking FCC approval for the transaction has been
filed, and we expect to consummate the transaction in the second quarter of
2003.
Summary Market Data
The following table presents statistical information concerning the markets
covered by our licenses.
Licensed Areas (1) Estimated %
- ------------------ 2000 Potential Growth Population Local Interstate
Customers (2) 1998-2003 Density (3) Traffic Density (4)
------------- --------- ----------- -------------------
Charlotte Major Trading Area
Anderson, SC ..................... 346.6 1.28% 117 29,540
Asheville, NC .................... 588.7 1.18% 94 28,774
Charleston, SC ................... 686.8 0.59% 125 37,054
Columbia, SC ..................... 657.0 1.36% 161 31,789
Fayetteville/Lumberton, NC ....... 636.8 0.76% 130 27,834
Florence, SC ..................... 260.2 0.71% 113 24,689
Goldsboro/Kinston, NC ............ 232.0 0.72% 112 9,065
Greenville/Washington, NC ........ 245.1 0.60% 60 N/A
Greenville/Spartanburg, SC ....... 897.7 1.33% 220 28,535
Greenwood, SC .................... 74.4 0.81% 91 N/A
6
Licensed Areas (1) Estimated
- ------------------ 2000 Potential % Growth Population Local Interstate
Customers (2) 1998-2003 Density (3) Traffic Density (4)
------------- --------- ----------- -------------------
Charlotte Major Trading Area (continued)
Hickory/Lenoir, NC .............................. 331.1 1.09% 199 31,385
Jacksonville, NC ................................ 148.4 0.49% 193 N/A
Myrtle Beach, SC ................................ 186.4 3.00% 154 N/A
New Bern, NC .................................... 174.7 1.14% 84 N/A
Orangeburg, SC .................................. 119.6 0.35% 63 27,787
Roanoke Rapids, NC .............................. 76.8 (0.34%) 61 28,372
Rocky Mount/Wilson, NC .......................... 217.2 0.82% 150 26,511
Sumter, SC ...................................... 156.7 0.57% 92 19,421
Wilmington, NC .................................. 327.6 2.32% 109 14,161
Knoxville Major Trading Area
Kingsport, TN ................................... 693.4 0.31% 117 23,617
Middlesboro/Harlan, KY .......................... 118.4 (0.41%) 75 N/A
Atlanta Major Trading Area
Athens, GA ...................................... 194.6 1.65% 137 36,559
Augusta, GA ..................................... 579.4 0.68% 89 24,497
Savannah, GA .................................... 737.1 1.18% 79 24,400
Washington Major Trading Area
Charlottesville, VA ............................. 223.8 1.19% 75 15,925
Fredericksburg, VA .............................. 144.0 2.25% 102 67,606
Harrisonburg, VA ................................ 145.0 0.61% 58 29,728
Winchester, VA .................................. 162.4 1.17% 119 25,156
Richmond Major Trading Area
Danville, VA .................................... 167.2 (0.42%) 75 N/A
Lynchburg, VA ................................... 161.5 0.43% 117 31,863
Martinsville, VA ................................ 89.6 (0.42%) 103 N/A
Norfolk-Virginia Beach, VA ...................... 1,751.0 0.44% 293 61,023
Richmond/Petersburg, VA ......................... 1,232.5 0.66% 133 35,969
Roanoke, VA ..................................... 647.6 0.19% 91 27,541
Staunton/Waynesboro, VA ......................... 108.9 0.62% 76 26,974
Triton total/average ............................ 13,520.2(5) 0.83%(6) 144.1(7) 30,183(8)
U.S. average .................................... N/A 0.89% 80(9) 31,521
- ------------
All figures are based on 2000 estimates published by Paul Kagan Associates, Inc.
in 2000.
(1) Licensed major trading areas are segmented into basic trading areas.
(2) In thousands.
(3) Number of potential customers per square mile.
(4) Daily vehicle miles traveled (interstate only) divided by interstate
highway miles in the relevant area.
(5) Total potential customers in the licensed area.
(6) Weighted by potential customers. Projected average annual population growth
in our licensed area.
(7) Weighted by potential customers. Average number of potential customers per
square mile in our licensed area.
(8) Weighted by interstate miles. Average daily vehicle miles traveled
(interstate only) divided by interstate highway miles in our licensed area.
(9) Average number of potential customers per square mile for the U.S.
7
Sales and Distribution
Our sales strategy is to utilize multiple distribution channels to minimize
customer acquisition costs and maximize penetration within our licensed service
area. Our distribution channels include a network of company-owned retail
stores, independent agent retailers, a direct sales force for corporate accounts
and online sales. We also work with AT&T Wireless' national corporate account
sales force to cooperatively exchange leads and develop new business.
. Company-Owned Retail Stores. We make extensive use of company-owned
retail stores for the distribution and sale of our handsets and
services. We believe that company-owned retail stores offer a
considerable competitive advantage by providing a strong local
presence, which is required to achieve high retail penetration in
suburban and rural areas and the lowest customer acquisition cost. We
have opened 120 company-owned SunCom retail stores as of December 31,
2002.
. Agent Distribution. We have negotiated distribution agreements with
national and regional mass merchandisers and consumer electronics
retailers, including Circuit City, Best Buy, Wireless Retail, Radio
Shack and Zap.
. Direct Sales. We focus our direct sales force on corporate users. As
of December 31, 2002, our direct corporate sales force consisted of 78
dedicated professionals targeting wireless decision-makers within
large corporations. We also benefit from AT&T Wireless' national
corporate accounts sales force, which supports the marketing of our
services to AT&T Wireless' large national accounts located in certain
of our service areas.
. Direct Marketing. We use direct marketing efforts such as direct mail
and telemarketing to generate customer leads. Telesales allow us to
maintain low selling costs and to sell additional features or
customized services.
. Website. Our web page provides current information about our markets,
our product offerings and us. We have established an online store on
our website, http://www.suncom.com. The web page conveys our marketing
message and generates customers through online purchasing. We deliver
all of the information a customer requires to make a purchasing
decision on our website. Customers are able to choose rate plans,
features, handsets and accessories. The online store provides a secure
environment for transactions, and customers purchasing through the
online store encounter a transaction experience similar to that of
customers purchasing service through other channels.
Marketing Strategy
We have developed our marketing strategy based on market research within our
markets. We believe that our simple, attractive pricing plans, superior customer
care, targeted advertising and affiliation with the AT&T brand name, will allow
us to increase our subscriber base by maintaining customer satisfaction, thereby
reducing customer turnover.
The following are key components of our marketing strategy:
. Pricing. Our pricing plans are competitive and straightforward. We
offer our customers large packages of minutes in both regional and
national rate plans. Most of our rate plans allow customers to make
and receive calls without paying additional roaming or long distance
charges. It is by virtue of our extensive network and roaming
arrangements with AT&T Wireless, its affiliates and other third-party
roaming partners, that we can offer such competitive regional and
national rate plans. We also offer the UnPlan, which is unique to
plans offered by other wireless carriers. The UnPlan provides
unlimited calling from a subscriber's local calling area at a fixed
price.
. Customer Care. We are committed to building strong customer
relationships by providing our customers with service that exceeds
expectations. We currently operate state-of-the-art customer care
facilities in Richmond, Virginia and Charleston, South Carolina, which
house our customer service and collections personnel. We supplement
these facilities with customer care services provided by Convergys
Corporation in Clarksville, Tennessee. Through the support of
approximately 519 customer care representatives and a sophisticated
customer care information system, we have been able to implement one
ring customer care service using live operators and state-of-the-art
call routing. Historically, approximately 90% of incoming calls to our
customer care centers are answered on the first ring by one of our
professional care representatives.
. Advertising. We believe our most successful marketing strategy is to
establish a strong local presence in each of our markets. We are
directing our media and promotional efforts at the community level
with advertisements in local publications and sponsorship of local and
regional events. We combine our local efforts with mass marketing
strategies and tactics to build the SunCom and AT&T brands locally.
Our media effort includes television, radio, newspaper, magazine,
outdoor and Internet advertisements to promote our brand name. In
addition, we use newspaper and radio advertising and our web page to
promote specific product offerings and direct marketing programs for
targeted audiences.
. Regional Co-Branding. We market our wireless services as SunCom,
Member of the AT&T Wireless Network and use the globally recognized
AT&T brand name and logo in emphasis with the SunCom brand name and
logo. We believe that use of the AT&T brand reinforces an association
with reliability and quality. We have established the SunCom brand as
a strong local presence with an emphasis on customer care and quality.
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Network Build-Out
The principal objective for the build-out of our network is to maximize service
levels within targeted demographic segments and geographic areas. We have
successfully launched service in 37 markets, including 2,218 cell sites and
seven switches as part of our TDMA network. In addition, we have overlaid
approximately one-third of our cell sites with GSM/GPRS technology and have
deployed two GSM/GPRS switches. We launched commercial service over our GSM/GPRS
network in February 2003.
The build-out of our network involves the following:
. Property Acquisition, Construction and Installation. Two experienced
vendors, Crown Castle International Corp. and American Tower, identify
and obtain the property rights we require to build-out our network,
which includes securing all zoning, permitting and government
approvals and licenses.
. Interconnection. Our digital wireless network connects to local
exchange carriers. We have negotiated and received state approval of
interconnection agreements with telephone companies operating or
providing service in the areas where we are currently operating our
digital personal communications services network. We use AT&T as our
interexchange or long-distance carrier.
Network Operations
We have agreements for switched interconnection/backhaul, long distance,
roaming, network monitoring and information technology services in order to
effectively maintain, operate and expand our network.
Switched Interconnection/Backhaul. Our network is connected to the public
switched telephone network to facilitate the origination and termination of
traffic on our network.
Long Distance. We have a wholesale long distance agreement with AT&T that
provides preferred rates for long distance services.
Roaming. Through our arrangements with AT&T Wireless, our customers have roaming
capabilities on AT&T Wireless' network. Further, we have established roaming
agreements with third-party carriers at preferred pricing, including in-region
roaming agreements covering all of our launched service areas.
Network Monitoring Systems. Our network monitoring service provides
around-the-clock surveillance of our entire network. The network operations
center is equipped with sophisticated systems that constantly monitor the status
of all switches and cell sites, identify failures and dispatch technicians to
resolve issues. Operations support systems are utilized to constantly monitor
system quality and identify devices that fail to meet performance criteria.
These same platforms generate statistics on system performance such as dropped
calls, blocked calls and handoff failures. Our operations support center located
in Richmond, Virginia performs maintenance on common network elements such as
voice mail, home location registers and short message centers.
Network Digital Technology
Our network utilizes TDMA technology on the IS-136 platform. This technology
allows for the use of advanced multi-mode handsets, which permit roaming across
personal communications services and cellular frequencies, including both analog
and digital cellular. This technology also allows for enhanced services and
features, such as short-messaging, extended battery life, added call security
and improved voice quality, and its hierarchical cell structure enables us to
enhance network coverage with lower incremental investment through the
deployment of micro, as opposed to full-size, cell sites. TDMA technology is
currently used by two of the largest wireless communications companies in the
United States, AT&T Wireless and Cingular Wireless. TDMA equipment is available
from leading telecommunications vendors such as Lucent, Ericsson and Northern
Telecom, Inc.
In order to provide more advanced wireless data services, we have chosen to
deploy GSM/GPRS technology as an overlay to our TDMA network. We have deployed
GSM/GPRS technology in approximately one-third of our existing cell sites to
provide more advanced data services to our subscribers and enable us to earn
roaming revenue from other wireless carriers who are selling GSM/GPRS handsets.
We will continue to deploy GSM/GPRS technology in locations where subscriber
demand or roaming revenue opportunities warrant the capital expenditure.
Regulation
The FCC regulates aspects of the licensing, construction, operation, acquisition
and sale of personal communications services and cellular systems in the United
States pursuant to the Communications Act, as amended from time to time, and the
associated rules, regulations and policies it promulgates. Many FCC requirements
impose restrictions on our business and could increase our costs. The FCC does
not currently regulate commercial mobile radio service rates.
Personal communications services and cellular systems are subject to certain FAA
regulations governing the location, lighting and
9
construction of transmitter towers and antennas and may be subject to regulation
under Federal environmental laws and the FCC's environmental regulations. State
or local zoning and land use regulations also apply to our activities.
We use common carrier point-to-point microwave facilities to connect the
transmitter, receiver, and signaling equipment for each personal communications
services or cellular cell or cell site, and to link them to the main switching
office. The FCC licenses these facilities separately and they are subject to
regulation as to technical parameters and service.
Licensing of Cellular and Personal Communications Services Systems. A broadband
personal communications services system operates under a protected geographic
service area license granted by the FCC for a particular market on one of six
frequency blocks allocated for broadband personal communications services.
Broadband personal communications services systems generally are used for
two-way voice applications. Narrowband personal communications services, in
contrast, are used for non-voice applications such as paging and data service
and are separately licensed. The FCC has segmented the United States into
personal communications services markets, resulting in 51 large regions called
major trading areas, which are comprised of 493 smaller regions called basic
trading areas. The FCC initially auctioned and awarded two broadband personal
communications services licenses for each major trading area and four licenses
for each basic trading area. The two major trading area licenses authorize the
use of 30 MHz of spectrum. One of the basic trading area licenses is for 30 MHz
of spectrum, and the other three are for 10 MHz each. The FCC permits licensees
to split their licenses and assign a portion, on either a geographic or
frequency basis or both, to a third party. Two cellular licenses, 25 MHz each,
are also available in each market. Cellular markets are defined as either
metropolitan or rural service areas and do not correspond to the broadband
personal communications services markets. Specialized mobile radio service
licenses also can be used for two-way voice applications. In total, eight or
more licenses suitable for two-way voice applications are available in a given
geographic area.
All personal communications services licenses have a 10-year term, at the end of
which they must be renewed. The FCC will award a renewal expectancy to a
personal communications services licensee that has:
. provided substantial service during its past license term; and
. substantially complied with applicable FCC rules and policies and the
Communications Act.
Cellular radio licenses also generally expire after a 10-year term and are
renewable for periods of 10 years upon application to the FCC. Licenses may be
revoked for cause and license renewal applications denied if the FCC determines
that a renewal would not serve the public interest. FCC rules provide that
competing renewal applications for cellular licenses will be considered in
comparative hearings and establish the qualifications for competing applications
and the standards to be applied in hearings. Under current policies, the FCC
will grant incumbent cellular licensees the same renewal expectancy granted to
personal communications services licensees.
Build-Out and Microwave Relocation Obligations. All personal communications
services licensees must satisfy certain coverage requirements. In our case, we
must construct facilities sufficient to offer radio signal coverage to one-third
of the population of our service area within five years of the original license
grants and to two-thirds of the population within ten years. Licensees that fail
to meet the coverage requirements may be subject to forfeiture of their
licenses. We have met the five-year construction deadline for all of our
personal communications services licenses; our earliest ten-year construction
deadline is in 2005. Our cellular license, which covers the Myrtle Beach area,
is not subject to these coverage requirements.
When it was licensed, personal communications services spectrum was encumbered
by existing licensees that operate certain fixed microwave systems. To secure a
sufficient amount of unencumbered spectrum to operate our personal
communications services systems efficiently and with adequate population
coverage, we have relocated several of these incumbent licensees. In an effort
to balance the competing interests of existing microwave users and newly
authorized personal communications services licensees, the FCC adopted:
. a transition plan to relocate such microwave operators to other
spectrum blocks; and
. a cost sharing plan so that if the relocation of an incumbent benefits
more than one personal communications services licensee, those
licensees will share the cost of the relocation.
The transition and cost sharing plans expire on April 4, 2005, at which time
remaining microwave incumbents in the personal communications services spectrum
will be responsible for the costs of relocating to alternate spectrum locations.
Our cellular license is not encumbered by existing microwave licenses.
Spectrum Caps and Secondary Markets. Under the FCC's former rules specifying
spectrum aggregation limits affecting broadband personal communications
services, specialized mobile radio services and cellular licensees, no entity
could hold attributable interests, generally 20% or more of the equity of, or an
officer or director position with, the licensee, in licenses for more than 55
MHz of personal communications services, cellular and certain specialized mobile
radio services where there was significant overlap in any geographical area.
Passive investors could hold up to a 40% interest. Significant overlap would
occur when at least 10% of the population of the personal communications
services licensed service area was within the cellular and/or specialized mobile
radio service area(s).
In November 2001, the FCC voted to sunset the spectrum cap rule by eliminating
it effective January 1, 2003. The FCC will now evaluate commercial wireless
transactions on a case-by-case basis to determine whether they will result in
too much concentration in wireless markets. It is widely believed that the FCC's
action may spur consolidation in the commercial wireless industry; however, it
is unclear at this point what guidelines or procedures the FCC will use to
evaluate commercial wireless transactions on a case-by-case basis or how such
guidelines
10
will affect the speed with which transactions are processed at the FCC.
In November 2000, the FCC adopted a Policy Statement and Notice of Proposed
Rulemaking regarding secondary markets in radio spectrum. In the Notice of
Proposed Rulemaking, the FCC tentatively concludes that spectrum licensees
should be permitted to enter leasing agreements with third parties to promote
greater use of unused spectrum. This proceeding is still pending.
New Spectrum Opportunities and Advanced Wireless Data Services. In addition to
the spectrum currently licensed for personal communications services, cellular
and specialized mobile radio services, the FCC has allocated additional spectrum
for wireless carrier use. While this spectrum could be used by new companies
that would compete directly with us, it is expected that most of this spectrum
will be acquired by existing wireless companies and used to provide advanced or
third generation data services, such as those we plan to offer over our GSM/GPRS
network. This new spectrum includes 30 MHz in the upper 700 MHz band that is
currently used by television broadcasters during their transition to digital
television; 27 MHz in the 216-220, 1432-1435 and 1670-1675 MHz bands that had
been reserved for federal government uses; 30 MHz in the 1990-2000, 2020-2025
and 2165-2180 MHz bands that had been allocated to mobile satellite service; and
90 MHz in the 1710-1755 and 2110-2155 MHz bands that had been used by both
governmental and non-governmental users, including the multipoint distribution
service. The FCC has also asked for public comment on whether spectrum in the
1910-1920 and 2155-2165 MHz bands should also be reallocated for mobile wireless
use. While some of this spectrum is scheduled to be allocated by auction in
2003, the bulk of this spectrum will not be available for use by mobile wireless
carriers until service rules are established and auction-allocation issues
resolved. The FCC also has changed the spectrum allocation available to certain
mobile satellite service operators to allow them to integrate an ancillary
terrestrial component into their networks, thereby enabling mobile satellite
service operators to provide terrestrial wireless services to consumers in
spectrum previously reserved only for satellite services. It is unclear what
impact, if any, these allocations will have on our current operations.
Transfers and Assignments of Cellular and Personal Communications Services
Licenses. The Communications Act and FCC rules require the FCC's prior approval
of the assignment or transfer of control of a license for a personal
communications services or cellular system. In addition, the FCC has established
transfer disclosure requirements that require any licensee that assigns or
transfers control of a personal communications services license within the first
three years of the license term to file associated sale contracts, option
agreements, management agreements or other documents disclosing the total
consideration that the licensee would receive in return for the transfer or
assignment of its license. Non-controlling interests in an entity that holds an
FCC license generally may be bought or sold without FCC approval. However, we
may require approval of the Federal Trade Commission and the Department of
Justice, as well as state or local regulatory authorities having competent
jurisdiction, if we sell or acquire personal communications services or cellular
interests over a certain size.
Foreign Ownership. Under existing law, no more than 20% of an FCC licensee's
capital stock may be owned, directly or indirectly, or voted by non-U.S.
citizens or their representatives, by a foreign government or its
representatives or by a foreign corporation. If an FCC licensee is controlled by
another entity, as is the case with our ownership structure, up to 25% of that
entity's capital stock may be owned or voted by non-US citizens or their
representatives, by a foreign government or its representatives or by a foreign
corporation. Foreign ownership above the 25% level may be allowed should the FCC
find such higher levels not inconsistent with the public interest. The FCC has
ruled that higher levels of foreign ownership, even up to 100%, are
presumptively consistent with the public interest with respect to investors from
certain nations. If our foreign ownership were to exceed the permitted level,
the FCC could revoke our FCC licenses, although we could seek a declaratory
ruling from the FCC allowing the foreign ownership or take other actions to
reduce our foreign ownership percentage to avoid the loss of our licenses. We
have no knowledge of any present foreign ownership in violation of these
restrictions.
Enhanced 911 Services. Under the Wireless Communications and Public Safety Act
of 1999, commercial mobile radio service providers are required to transmit 911
calls and relay a caller's automatic number identification and cell site to
designated public safety answering points. This ability to relay a telephone
number and originating cell site is known as Phase I emergency 911 deployment.
FCC regulations also require wireless carriers to begin to identify within
certain parameters the location of emergency 911 callers by adoption of either
network-based or handset-based technologies. This more exact location reporting
is known as Phase II, and the FCC has adopted specific rules governing the
accuracy of location information and deployment of the location capability.
FCC rules originally required carriers to provide Phase I service as of April 1,
1998, or within six months of a request from a public safety answering point,
whichever is later, and to provide Phase II service as of October 1, 2001, or
within six months of a request from a public safety answering point, whichever
is later. These six-month time frames do not apply if a public safety answering
point does not have the equipment and other facilities necessary to receive and
use the provided data. Public safety answering points and wireless carriers are
permitted to extend these implementation timelines by mutual agreement.
Because the technology necessary to provide Phase II service was not yet
available, the six national wireless carriers and a number of regional and local
carriers, including Triton, filed requests with the FCC for a waiver of the
October 1, 2001 Phase II deadline. On July 11, 2002, the FCC granted our request
and extended the date by which we must provide initial Phase II service to March
1, 2003. We believe that we met the March 1, 2003 deadline because we had
equipment in place on that date sufficient to provide Phase II service in all
requested areas and because in those areas where Phase II service had not been
fully implemented and tested, the applicable public safety answering point
agreed to a later implementation and testing timeline. We have informed the FCC
of our Phase II status, and asked for a waiver of the March 1, 2003 deadline if
the FCC does not agree that we met the deadline. It is uncertain whether the FCC
will agree that we have met our March 1, 2003 deadline and, if it disagrees,
what action it might take.
On December 14, 2000, the FCC released a decision establishing June 20, 2002, as
the deadline by which digital wireless service providers
11
must be capable of transmitting 911 calls made by users with speech or hearing
disabilities using text telephone devices. We are in compliance with this
requirement.
Radio-frequency Emissions. FCC guidelines adopted in 1996 limit the permissible
human exposure to radio-frequency radiation from transmitters and other
facilities. On December 11, 2001, the FCC's Office of Engineering and
Technology, or OET, dismissed a Petition for Inquiry filed by EMR Network to
initiate a proceeding to revise the FCC's radio-frequency guidelines. On January
10, 2002, EMR petitioned the FCC to overturn OET's decision and open an inquiry.
The Institute of Electrical and Electronics Engineers currently is preparing a
new radio-frequency standard, but it has not yet been made public. On June 19,
2002, the FCC released revised standards for testing wireless handsets and other
mobile devices for compliance with the current standards.
Media reports have suggested that, and studies are currently being undertaken to
determine whether, certain radio-frequency emissions from wireless handsets may
be linked to various health concerns, including cancer, and may interfere with
various electronic medical devices, including hearing aids and pacemakers.
Concerns over radio-frequency emissions may have the effect of discouraging the
use of wireless handsets, which would decrease demand for our services. However,
reports and fact sheets from the National Cancer Institute released in January
2002, the American Health Foundation released in December 2000 and from the
Danish Cancer Society, released in February 2001, found no evidence that cell
phones cause cancer, although one of the reports indicated that further study
might be appropriate as to one rare form of cancer. The National Cancer
Institute, nonetheless, cautioned that the studies have limitations, given the
relatively short amount of time cellular phones have been widely available. In
January 2002, the Bioelectromagnetics Journal published a study that concluded
that under extended exposure conditions, certain radio-frequency emissions are
capable of inducing chromosomal damage in human lymphocytes, and in February,
2003, Environmental Health Perspectives published a study that concluded that
exposure to certain levels of radio-frequency emissions can kill brain cells in
rats. In addition, the Federal Trade Commission, or FTC, issued a consumer alert
in February 2002 for cell phone users who want to limit their exposure to
radio-frequency emissions from their cell phones. The alert advised, among other
things, that cell phone users should limit use of their cell phones to short
conversations and avoid cell phone use in areas where the signal is poor.
Additional studies of radio-frequency emissions are ongoing. The ultimate
findings of these studies will not be known until they are completed and made
public. Several lawsuits seeking to force wireless carriers to supply headsets
with phones and to compensate consumers who have purchased radiation-reducing
devices were dismissed by the courts in 2002 because of a lack of scientific
evidence, but appeals are pending. We cannot predict the effects of these or
other health effects lawsuits on our business.
Interconnection. Under amendments to the Communications Act enacted in 1996, all
telecommunications carriers, including personal communications services
licensees, have a duty to interconnect with other carriers and local exchange
carriers have additional specific obligations to interconnect. The amendments
and the FCC's implementing rules modified the previous regime for
interconnection between local exchange carriers and commercial mobile radio
service providers, such as Triton, and adopted a series of requirements that
have benefited the commercial mobile radio service industry. These requirements
included compensation to carriers for terminating traffic originated by other
carriers; a ban on any charges to other carriers by originating carriers; and
specific rules governing the prices that can be charged for terminating
compensation. Under the rules, prices for termination of traffic and certain
other functions provided by local exchange carriers are set using a methodology
known as "total element long run incremental cost", or TELRIC. TELRIC is a
forward-looking cost model that sets prices based on what the cost would be to
provide network elements or facilities over the most efficient technology and
network configuration. As a result of these FCC rules, the charges that cellular
and personal communications services operators pay to interconnect their traffic
to the public switched telephone network have declined significantly from
pre-1996 levels.
The initial FCC interconnection rules material to our operations have become
final and unappealable following a May 2002 Supreme Court decision affirming the
rules. In February 2002, the FCC clarified its TELRIC rules in a way that could
increase our costs of interconnection. In addition, the FCC has initiated a
proceeding that could greatly modify the current regime of payments for
interconnection. If the FCC were to adopt its initial proposal, our costs for
interconnection could be reduced.
The Communications Act permits carriers to appeal public utility commission
decisions to United States District Courts. Several state commissions challenged
this provision based on the Eleventh Amendment, which gives states immunity from
suits in Federal court, but on May 20, 2002, the Supreme Court upheld the appeal
procedure. In addition, on January 10, 2002, a three-judge panel of the United
States Court of Appeals for the Eleventh Circuit ruled that state commissions
lack authority under the Communications Act to act in proceedings to enforce the
terms of interconnection agreements. This decision was reversed by the full
court on January 10, 2003, but is still subject to appeal to the Supreme Court.
Universal Service Funds. Under the FCC's rules, wireless providers are
potentially eligible to receive universal service subsidies; however, they also
are required to contribute to both federal and state universal service funds.
The FCC rules require telecommunications carriers generally (subject to limited
exemptions) to contribute to funding existing universal service programs for
high cost carriers and low income customers and to new universal service
programs to support services to schools, libraries and rural health care
providers. On November 8, 2002, the FCC issued an order requesting that the
Federal-State Joint Board on Universal Service consider whether changes should
be made in the rules governing universal service payments in high cost areas in
light of the increasing costs for such payments as competitive providers,
including wireless providers, become eligible for the payments. On December 13,
2002, and January 30, 2003, the FCC released orders modifying and clarifying the
rules that determine the amount of universal service contributions by landline
and wireless carriers. The new rules are likely to increase the amounts of
universal service contributions required from wireless providers. Regardless of
our ability to receive universal service funding for the supported services we
provide, we are required to fund these federal programs and also may be required
to contribute to state universal service programs.
Electronic Surveillance. The FCC has adopted rules requiring providers of
wireless services that are interconnected to the public switched
12
telephone network to provide functions to facilitate electronic surveillance by
law enforcement officials. The Communications Assistance for Law Enforcement Act
requires telecommunications carriers to modify their equipment, facilities, and
services to ensure that they are able to comply with authorized electronic
surveillance. These modifications were required to be completed by June 30,
2000, unless carriers were granted temporary waivers, which Triton and many
other wireless providers requested. One Triton waiver request remains pending at
the FCC. Additional wireless carrier obligations to assist law enforcement
agencies were adopted in response to the September 11 terrorist attacks as part
of the USA Patriot Act.
Telephone Numbers. Like other telecommunications carriers, Triton must have
access to telephone numbers to serve its customers and to meet demand for new
service. In a series of proceedings over the past six years, the FCC has adopted
rules that could affect Triton's access to and use of telephone numbers. The
most significant FCC rules are intended to promote the efficient use of
telephone numbers by all telecommunications carriers. In orders adopted in March
and December 2000 and in December 2001, the FCC adopted the following rules:
. Carriers must meet specified number usage thresholds before they can
obtain additional telephone numbers. The threshold for 2002 required
carriers to show that they were using 65% of all numbers assigned to
them in a particular rate center. This threshold will increase by 5% a
year until it reaches 75% in 2004. The FCC has adopted a "safety valve"
mechanism that could permit carriers to obtain telephone numbers under
certain circumstances even if they do not meet the usage thresholds.
. Carriers must share blocks of telephone numbers, a requirement known as
"number pooling." Under number pooling, numbers previously assigned in
blocks of 10,000 will be assigned in blocks of 1,000, which
significantly increases the efficiency of number assignment. In
connection with the number pooling requirement, the FCC also adopted
rules intended to increase the availability of blocks of 1,000 numbers,
including a requirement that numbers be assigned sequentially within
existing blocks of 10,000 numbers.
. Carriers must provide detailed reports on their number usage, and the
reports will be subject to third-party audits. Carriers that do not
comply with reporting requirements are ineligible to receive numbering
resources.
. States may implement technology-specific and service-specific area code
"overlays" to relieve the exhaustion of existing area codes, but only
with specific FCC permission.
The FCC also has shown a willingness to delegate to the states a larger role in
number conservation. Examples of state conservation methods include number
pooling and number rationing. Since mid-1999, the FCC has granted interim number
conservation authority to several state commissions, including North Carolina
and South Carolina, states within our operating region.
The FCC's number conservation rules could benefit or harm Triton and other
telecommunications carriers. If the rules achieve the goal of reducing demand
for telephone numbers, then the costs associated with potential changes to the
telephone numbering system will be delayed or avoided. The rules may, however,
affect individual carriers by making it more difficult for them to obtain and
use telephone numbers. In particular, number pooling imposes significant costs
on carriers to modify their systems and operations. In addition,
technology-specific and service-specific area code overlays could result in
segregation of wireless providers, including Triton, into separate area codes,
which could have negative effects on customer perception of wireless service.
Wireless providers also are subject to a requirement that they implement
telephone number portability, which enables customers to maintain their
telephone numbers when they change carriers. Number portability already is
available to most landline customers. In response to petitions for elimination
of the number portability requirement for wireless providers, on July 22, 2002,
the FCC extended the deadline for implementation of wireless number portability
to November 24, 2003. This decision has been appealed to the United States Court
of Appeals for the District of Columbia Circuit by parties that seek to
eliminate the requirement altogether, and oral argument is scheduled for April
15, 2003. In addition, the Cellular Telecommunications & Internet Association
has filed a petition with the FCC seeking a determination that customers can
retain their telephone numbers when they switch from landline to wireless
service providers.
Environmental Processing. Antenna structures used by Triton and other wireless
providers are subject to the FCC's rules implementing the National Environmental
Policy Act and the National Historic Preservation Act. Under these rules, any
structure that may significantly affect the human environment or that may affect
historic properties may not be constructed until the wireless provider has filed
an environmental assessment and obtained approval from the FCC. Processing of
environmental assessments can delay construction of antenna facilities,
particularly if the FCC determines that additional information is required or if
there is community opposition. In addition, several environmental groups
unsuccessfully have requested changes in the FCC's environmental processing
rules, challenged specific environmental assessments as inadequate to meet
statutory requirements and sought to have the FCC conduct a comprehensive
assessment of the environmental effects of antenna tower construction. On
February 13, 2003, several of these groups filed a petition with the United
States Court of Appeals for the District of Columbia Circuit seeking to force
the FCC to modify its environmental processing rules to address issues under the
Migratory Bird Treaty Act. There is no schedule for court action on this
petition.
Rate Integration. The FCC has determined that the interstate, inter-exchange
offerings (commonly referred to as "long distance") of wireless carriers are
subject to the interstate, interexchange rate averaging and integration
provisions of the Communications Act. Rate averaging and integration requires
carriers to average interstate long distance commercial mobile radio service
rates between high cost and urban areas, and to offer comparable rates to all
customers, including those living in Alaska, Hawaii, Puerto Rico, and the Virgin
Islands. The United States Court of Appeals for the District of Columbia
Circuit, however, rejected the FCC's application of these requirements to
wireless carriers, remanding the issue to the FCC to further consider whether
wireless carriers should be required to average and integrate their long
distance
13
rates across all U.S. territories. This proceeding remains pending, but the
Commission has stated that, the rate averaging and integration rules will not be
applied to wireless carriers during the pendency of the proceeding.
Privacy. The FCC has adopted rules limiting the use of customer proprietary
network information by telecommunications carriers, including Triton, in
marketing a broad range of telecommunications and other services to their
customers and the customers of affiliated companies. The rules give wireless
carriers discretion to use customer proprietary network information, without
customer approval, to market all information services used in the provision of
wireless services. The FCC also allowed all telephone companies to use customer
proprietary network information to solicit lost customers. On July 25, 2002, the
FCC adopted new rules governing how carriers notify customers of their privacy
rights and obtain permission to use customer proprietary network information.
The FCC found that customer permission must be obtained affirmatively to use
such information to market non-communications services or to provide such
information to unrelated third parties, but gave carriers flexibility in
obtaining that consent. The FCC also adopted rules that give customers the right
to "opt out" from the use of customer proprietary network information by their
carriers for the marketing of communications services and that require carriers
to give written or electronic notice of that right every two years.
Billing. The FCC adopted detailed billing rules for landline telecommunications
service providers and extended some of those rules to wireless carriers.
Wireless carriers must comply with two fundamental rules: (i) clearly identify
the name of the service provider for each charge; and (ii) display a toll-free
inquiry number for customers on all "paper copy" bills.
Access for Individuals with Disabilities. The FCC requires telecommunications
services providers, including Triton, to offer equipment and services that are
accessible to and useable by persons with disabilities, if that equipment can be
made available without much difficulty or expense. The rules require us to
develop a process to evaluate the accessibility, usability and compatibility of
covered services and equipment. While we expect our vendors to develop equipment
compatible with the rules, we cannot assure you that we will not be required to
make material changes to our network, product line, or services.
State Regulation and Local Approvals
The Communications Act preempts state and local regulation of the entry of or
the rates charged by any provider of private mobile radio service or of
commercial mobile radio service, which includes personal communications services
and cellular service. The Communications Act permits states to regulate the
"other terms and conditions" of commercial mobile radio service. The FCC has not
clearly defined what is meant by the "other terms and conditions" of commercial
mobile radio service, but has upheld the legality of state universal service
requirements on commercial mobile radio service carriers. The FCC also has held
that private lawsuits based on state law claims concerning how wireless rates
are promoted or disclosed may not be preempted by the Communications Act.
Regulators and Attorneys General in several states are reviewing wireless
carrier billing practices. In some states regulators are pushing for new rules,
and in others, Attorneys General are filing class action lawsuits against
wireless carrier billing practices that are purportedly deceptive. Should
similar regulations be adopted or lawsuits filed against wireless carriers in
the Triton states, there could be a material adverse impact on our business.
Federal legislation that would impose a mandatory set of national billing
disclosures on wireless carriers has also been proposed.
State and local governments are permitted to manage public rights of way and can
require fair and reasonable compensation from telecommunications providers,
including personal communications services providers, so long as the
compensation required is publicly disclosed by the government. The siting of
cells/base stations also remains subject to state and local jurisdiction,
although proceedings are pending at the FCC relating to the scope of that
authority. States also may impose competitively neutral requirements that are
necessary for universal service or to defray the costs of state emergency 911
services programs, to protect the public safety and welfare, to ensure continued
service quality and to safeguard the rights of consumers.
There are several state and local legislative initiatives that are underway to
ban the use of wireless phones in motor vehicles. New York enacted a statewide
ban on driving while holding a wireless phone, and similar legislation has been
introduced in other states, including Virginia, Georgia and Kentucky. Officials
in a handful of communities have enacted ordinances banning or restricting the
use of cell phones by drivers. Should this become a nationwide initiative,
commercial mobile radio service providers could experience a decline in the
number of minutes used by subscribers. In general, states continue to consider
restrictions on wireless phone use while driving, and some states are also
beginning to collect data on whether wireless phone use contributes to traffic
accidents. On the federal level, legislation has been introduced in the Senate
to ban the use of mobile phones while operating a motor vehicle.
The foregoing does not purport to describe all present and proposed federal,
state and local regulations and legislation relating to the wireless
telecommunications industry. Other existing federal regulations, copyright
licensing and, in many jurisdictions, state and local franchise requirements are
the subject of a variety of judicial proceedings, legislative hearings and
administrative and legislative proposals that could change, in varying degrees,
the manner in which wireless providers operate. Neither the outcome of these
proceedings nor their impact upon our operations or the wireless industry can be
predicted at this time.
Competition
We compete directly with several wireless communications services providers,
including enhanced specialized mobile radio providers, in each of our markets.
Our ability to compete successfully will depend, in part, on our ability to
anticipate and respond to various competitive factors affecting the industry,
including new services that may be introduced, changes in consumer preferences,
demographic trends, economic conditions and competitors' discount pricing
strategies, all of which could adversely affect our operating margins. We
believe our extensive digital network provides us a cost-effective means to
react effectively to any price competition.
14
Wireless providers increasingly are competing in the provision of both voice and
non-voice services. Non-voice services, including data transmission, text
messaging, e-mail and Internet access are now available from personal
communications services providers and enhanced specialized mobile radio carriers
such as Nextel. In many cases, non-voice services are offered in conjunction
with or as adjuncts to voice services. Our GSM/GPRS overlay will provide us the
technology to offer more advanced wireless data services.
Intellectual Property
The AT&T globe design logo is a service mark owned by AT&T and registered with
the United States Patent and Trademark Office. Under the terms of our license
agreement with AT&T, we use the AT&T globe design logo and certain other service
marks of AT&T royalty-free in connection with marketing, offering and providing
wireless mobility telecommunications services using time division multiple
access and GSM/GPRS digital technology and frequencies licensed by the FCC to
end-users and resellers within our licensed area. The license agreement also
grants us the right to use the licensed marks on certain permitted mobile
phones.
AT&T has agreed not to grant to any other person a right or license to provide
or resell, or act as agent for any person offering, those licensed services
under the licensed marks in our licensed area except:
. to any person who resells, or acts as our agent for, licensed services
provided by us, or
. any person who provides or resells wireless communications services to or
from specific locations such as buildings or office complexes, even if
the applicable subscriber equipment being used is capable of routine
movement within a limited area and even if such subscriber equipment may
be capable of obtaining other telecommunications services beyond that
limited area and handing-off between the service to the specific location
and those other telecommunications services.
In all other instances, AT&T reserves for itself and its affiliates the right to
use the licensed marks in providing its services whether within or outside of
our licensed area.
The license agreement contains numerous restrictions with respect to the use and
modification of any of the licensed marks. The license agreement had an initial
five-year term, which expired on February 4, 2003. The agreement was renewed for
an additional one year period and will be renewed for an additional five year
term if AT&T Corp. notifies us of its desire to renew, and we agree to renew the
license agreement.
We use a regional brand name, SunCom. The SunCom service mark was registered by
the United States Patent and Trademark Office on July 18, 2000 (Registration No.
2367621).
Employees
As of December 31, 2002, we had 2,026 employees. We believe our relations with
our employees are good.
15
ITEM 2. PROPERTIES
Triton maintains its executive offices in Berwyn, Pennsylvania. We also maintain
two regional offices in Richmond, Virginia and Charleston, South Carolina. We
lease these facilities.
ITEM 3. LEGAL PROCEEDINGS
We are not a party to any lawsuit or proceeding, which, in our opinion, is
likely to have a material adverse effect on our business or operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
16
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Triton and its subsidiaries are wholly owned by Holdings; therefore, there is no
established trading market for the common equity of Triton or any of its
subsidiaries.
ITEM 6. SELECTED FINANCIAL DATA
The following tables present selected financial data derived from audited
financial statements of Triton for the years ended December 31, 1998, 1999,
2000, 2001 and 2002. In addition, subscriber data for the same periods is
presented. The following financial information is qualified by reference to and
should be read in conjunction with "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and the financial statements and
related notes appearing elsewhere in this report.
Year Ended December 31,
1998 1999 2000 2001 2002
--------- --------- --------- --------- ---------
(Dollars in thousands)
Statement of Operations Data:
Revenues:
Service $ 11,122 $ 61,798 $ 220,940 $ 387,381 $ 502,402
Roaming 4,651 44,281 98,492 126,909 175,405
Equipment 755 25,405 34,477 25,810 38,178
--------- --------- --------- --------- ---------
Total revenues 16,528 131,484 353,909 540,100 715,985
--------- --------- --------- --------- ---------
Expenses:
Costs of service and equipment
(excluding the below amortization,
excluding depreciation of $220, $15,964,
$63,183, $90,851 and $114,007,
respectively, and excluding noncash
compensation of $0, $142, $1,026, $2,544
and $3,646, respectively) Selling, 10,466 107,521 194,686 248,013 296,598
general and administrative (excluding
depreciation of $744, $4,531, $13,072,
$16,657 and $16,072, respectively, and
excluding noncash compensation of
$1,120, $3,167, $7,241, $14,647 and
$17,784, respectively) 18,799 100,187 181,565 227,970 252,740
Non-cash compensation 1,120 3,309 8,267 17,191 21,430
Depreciation (1) 964 20,495 76,255 107,508 130,079
Amortization 5,699 14,126 17,876 19,225 4,926
--------- --------- --------- --------- ---------
Total operating expenses 37,048 245,638 478,649 619,907 705,773
--------- --------- --------- --------- ---------
Income/(loss) from operations (20,520) (114,154) (124,740) (79,807) 10,212
Interest expense (30,391) (41,061) (55,903) (117,499) (144,086)
Other expense - - (326) (18,034) (7,693)
Interest and other income 10,635 4,852 4,957 18,322 6,292
Gain on sale of marketable securities, net - 1,003 - - -
--------- --------- --------- --------- ---------
Loss before taxes $ (40,276) $(149,360) $(176,012) $(197,018) $(135,275)
Income tax expense (benefit) (7,536) - 746 1,372 1,365
Net loss $ (32,740) $(149,360) $(176,758) $(198,390) $(136,640)
========= ========= ========= ========= =========
17
As of December 31,
----------- ----------- ----------- ----------- -----------
1998 1999 2000 2001 2002
----------- ----------- ----------- ----------- -----------
(in thousands)
Balance Sheet Data:
Cash and cash equivalents $ 146,172 $ 186,251 $ 1,617 $ 371,088 $ 212,450
Working capital (deficiency) 146,192 134,669 (54,157) 283,655 172,612
Property, plant and equipment, net 198,953 421,864 662,990 793,175 796,503
Intangible assets, net 308,267 315,538 300,161 283,847 395,249
Total assets 686,859 979,797 1,065,718 1,682,683 1,618,093
Long-term debt and capital lease obligations 465,689 504,636 728,485 1,344,291 1,413,263
Stockholder's (deficit) equity 175,979 328,113 159,653 76,085 (35,990)
Year Ended December 31,
1998 1999 2000 2001 2002
----------- ----------- ----------- ----------- -----------
(in thousands)
Other Data:
Subscribers (end of period) 33,844 195,204 446,401 685,653 830,159
Adjusted EBITDA (2) $ (12,737) $ (76,224) $ (22,342) $ 64,117 $ 166,647
Cash flows from:
Operating activities (4,130) (61,071) (22,105) (3,321) 54,271
Investing activities (372,372) (191,538) (346,444) (318,181) (236,637)
Financing activities 511,312 292,688 183,915 690,973 23,728
(1) Includes a gain of $10.9 million on the sale of property and equipment for
the year ended December 31, 1999.
(2) EBITDA excluding amortization of non-cash compensation represents operating
income or loss plus depreciation and amortization expense and non-cash
compensation expense, which we refer to as Adjusted EBITDA. We believe Adjusted
EBITDA provides a meaningful measure of liquidity, providing additional
information on our cash earnings from on-going operations and on our ability to
service our long-term debt and other fixed obligations and our ability to fund
continued growth with internally generated funds. Adjusted EBITDA also is
considered by many financial analysts to be a meaningful indicator of an
entity's ability to meet its future financial obligations. We consider growth in
Adjusted EBITDA to be an indicator of future profitability, especially in a
capital-intensive industry such as wireless telecommunications. Adjusted EBITDA
should not be construed as an alternative to cash flows from operating
activities as determined in accordance with United States GAAP. See
"Reconciliation of non-GAAP financial measures" in Management's Discussion and
Analysis of Financial Condition and Results of Operations. Our method of
computation may or may not be comparable to other similarly titled measures of
other companies.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Introduction
The following discussion and analysis is based upon our financial statements as
of the dates and for the periods presented in this section. You should read this
discussion and analysis in conjunction with our financial statements and the
related notes contained elsewhere in this report.
Triton was incorporated in October 1997. In February 1998, we entered into a
joint venture with AT&T Wireless. As part of the agreement, AT&T Wireless
contributed to us personal communications services licenses covering 20 MHz of
authorized frequencies in a contiguous geographic area encompassing portions of
Virginia, North Carolina, South Carolina, Tennessee, Georgia and Kentucky in
exchange for an equity position in Triton. As part of the transaction, we were
granted the right to be the exclusive provider of wireless mobility services
using equal emphasis co-branding with AT&T within our region.
On June 30, 1998, we acquired an existing cellular system serving Myrtle Beach
and the surrounding area from Vanguard Cellular Systems of South Carolina, Inc.
In connection with this acquisition, we began commercial operations and earning
recurring revenue in July 1998. We
18
integrated the Myrtle Beach system into our personal communications services
network as part of our initial network deployment. Substantially all of our
revenues prior to 1999 were generated by cellular services provided in Myrtle
Beach. Our results of operations do not include the Myrtle Beach system prior to
our acquisition of that system.
We began generating revenues from the sale of personal communications services
in the first quarter of 1999 as part of our initial personal communications
services network deployment. Since our initial network deployment, we have
successfully launched and offered personal communications service to
approximately 13.6 million people in all of our 37 markets.
Critical Accounting Polices and Estimates
Our discussion and analysis of our financial condition and results of operations
are based upon our consolidated financial statements, which have been prepared
in accordance with accounting principles generally accepted in the United
States. The preparation of these financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses, and related disclosure of contingent assets and
liabilities. On an on-going basis, we evaluate our estimates, including those
related to bad debts, inventories, income taxes, contingencies and litigation.
We base our estimates on historical experience and on various other assumptions
that we believe are reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates under different assumptions or conditions.
We believe the following critical accounting policies affect our more
significant judgments and estimates used in the preparation of our consolidated
financial statements.
. We recognize revenues as services are rendered. Unbilled revenues
result from service provided from the billing cycle date to the end of
the month and from other carrier's customers using our network.
Activation revenue is deferred and recognized over the estimated
subscriber's life. Equipment sales are a separate earnings process
from other services offered by Triton and are recognized upon delivery
to the customer and reflect charges to customers for wireless handset
equipment purchases.
. We maintain allowances for doubtful accounts for estimated losses
resulting from the inability of our subscribers to make required
payments. If the financial condition of a material portion of our
subscribers were to deteriorate, resulting in an impairment of their
ability to make payments, additional allowances may be required.
. We write down our inventory for estimated obsolescence or unmarketable
inventory equal to the difference between the cost of inventory and
the estimated market value based upon assumptions about future demand
and market conditions. If actual market conditions are less favorable
than those we projected, additional inventory write-downs may be
required.
. We record a valuation allowance to reduce our deferred tax assets to
the amount that is more likely than not to be realized. While we have
considered future taxable income and ongoing prudent and feasible tax
planning strategies in assessing the need for the valuation allowance,
in the event we were to determine that we would be able to realize our
deferred tax assets in the future in excess of its net recorded
amount, an adjustment to the deferred tax asset would increase income
in the period we made that determination. Likewise, should we
determine that we would not be able to realize all or part of our net
deferred tax asset in the future, an adjustment to the deferred tax
asset would be charged to income in the period we made that
determination.
. We assess the impairment of long-lived assets, other than
indefinite-lived intangible assets, whenever events or changes in
circumstances indicate the carrying value may not be recoverable.
Factors we consider important that could trigger an impairment review
include significant underperformance relative to historical or
projected future operating results or significant changes in the
manner of use of the assets or in the strategy for our overall
business. The carrying amount of a long-lived asset is not recoverable
if it exceeds the sum of the undiscounted cash flows expected to
result from the use and eventual disposition of the asset. When we
determine that the carrying value of a long-lived asset is not
recoverable, we measure any impairment based upon a projected
discounted cash flow method using a discount rate we determine to be
commensurate with the risk involved. Our primary indefinite-lived
intangible assets are FCC licenses. We test investments in FCC
licenses for impairment annually or more frequently if events or
changes in circumstances indicate that the FCC licenses may be
impaired. The impairment test consists of a comparison of the fair
value with the carrying value. We aggregate all of our FCC licenses
for the purpose of performing the impairment test as the licenses are
operated as a single asset and, as such, are essentially inseparable
from one another.
Revenue
We derive our revenue from the following sources:
. Service. We sell wireless personal communications services. The
various types of service revenue associated with wireless
communications services for our subscribers include monthly recurring
charges and monthly non-recurring airtime charges for local, long
distance and roaming airtime used in excess of pre-subscribed usage.
Our customers' roaming charges are rate plan dependent and are based
on the number of pooled minutes included in their plans. Service
revenue also includes non-recurring activation and de-activation
service charges.
. Equipment. We sell wireless personal communications handsets and
accessories that are used by our customers in connection with
19
our wireless services. Equipment sales are a separate earnings process
from other services offered by Triton, and we recognize equipment sales
upon delivery to the customer and reflect charges to customers for
wireless handset equipment purchases. In addition, the fair value of a
handset received from a customer in a handset upgrade transaction is
recorded as equipment revenue.
. Roaming. We charge per minute fees to other wireless
telecommunications companies for their customers' use of our network
facilities to place and receive wireless services.
We believe our roaming revenues will be subject to seasonality. We expect to
derive increased revenues from roaming during vacation periods, reflecting the
large number of tourists visiting resorts in our coverage area. Although we
expect our overall revenues to increase due to increasing roaming minutes, our
per-minute roaming revenue will decrease over time according to the terms of our
agreements with AT&T Wireless and other carriers.
Costs and Expenses
Our costs of services and equipment include:
. Equipment. We purchase personal communications services handsets and
accessories from third party vendors to resell to our customers for use
in connection with our services. Because we subsidize the sale of
handsets to encourage the use of our services, the cost of handsets is
higher than the resale price to the customer. We do not manufacture any
of this equipment.
. Roaming Fees. We incur fees to other wireless communications companies
based on airtime usage by our customers on other wireless communications
networks.
. Transport and Variable Interconnect. We incur charges associated with
interconnection with other wireline and wireless carriers' networks.
These fees include monthly connection costs and other fees based on
minutes of use by our customers.
. Variable Long Distance. We pay usage charges to other communications
companies for long distance service provided to our customers. These
variable charges are based on our subscribers' usage, applied at
pre-negotiated rates with the other carriers.
. Cell Site Costs. We incur expenses for the rent of towers, network
facilities, engineering operations, field technicians and related
utility and maintenance charges.
Recent industry data indicate that transport, interconnect, roaming and long
distance charges that we currently incur will continue to decline, due
principally to competitive pressures and new technologies.
Other expenses include:
. Selling, General and Administrative. Our selling expense includes
advertising and promotional costs, commission expense for our indirect,
direct and e-commerce agents, and fixed charges such as store rent and
retail associates' salaries. General and administrative expense includes
customer care, billing, information technology, finance, accounting and
legal services. Functions such as customer care, billing, finance,
accounting and legal services are likely to remain centralized in order
to achieve economies of scale.
. Depreciation and Amortization. Depreciation of property and equipment is
computed using the straight-line method, generally over three to twelve
years, based upon estimated useful lives. Leasehold improvements are
amortized over the lesser of the useful lives of the assets or the term
of the lease. Network development costs incurred to ready our network
for use are capitalized. Depreciation of network development costs
begins when the network equipment is ready for its intended use and is
depreciated over the estimated useful life of the asset. Prior to
January 1, 2002, our personal communications services licenses and our
cellular licenses were being amortized over a period of 40 years. In
2002, we adopted SFAS No. 142 "Goodwill and Other Intangible Assets,"
and as a result, we ceased to amortize our FCC licenses, which we
believe qualify as having an indefinite life.
. Non-cash Compensation. As of December 31, 2002, we recorded $74.6
million of deferred compensation associated with the issuances of
Holdings' common and preferred stock to employees. We will recognize
this compensation over four to five years as the stock vests.
. Interest Expense (Income). Interest expense through December 31, 2002
consists of interest on our credit facility, our 11% senior subordinated
discount notes due 2008, our 9 3/8% senior subordinated notes due 2011
and our 8 3/4% senior subordinated notes due 2011, net of capitalized
interest. Interest income is earned primarily on our cash and cash
equivalents.
. Other Expense. Other expense primarily includes the mark-to-market of
our interest rate swaps that do not qualify as hedges.
Our ability to improve our margins will depend on our ability to manage our
variable costs, including selling, general and administrative expense, costs per
gross added subscriber and costs of maintaining and upgrading our network. We
expect our operating costs to grow as our operations expand and our customer
base and call volumes increase. Over time, these expenses should represent a
reduced percentage of revenues as our customer base grows.
20
Results of Operations
Year ended December 31, 2002 compared to the year ended December 31, 2001
Net subscriber additions were 144,506 for the year ended December 31, 2002,
bringing our total subscribers to 830,159 as of December 31, 2002, an increase
of 21.1% over our subscriber total as of December 31, 2001. The increase in
subscribers was primarily due to continued demand for our digital service
offerings and pricing plans. During the year ended December 31, 2002, 100% of
our gross subscriber additions were post-pay on a one or two year service
contract.
Subscriber churn was 2.16% and 1.95% for the years ended December 31, 2002 and
2001, respectively. Subscriber churn is calculated by dividing subscriber
deactivations by our average subscriber base for the respective period. We
believe that our churn rate remains consistently low compared to industry
average due to our high quality system performance, our commitment to quality
customer service and our focused retention efforts.
Average revenue per user, or ARPU, was $56.07 and $58.78 for the years ended
December 31, 2002 and 2001, respectively. Subscriber ARPU reflects the average
amount billed to subscribers based on rate plan offerings. Subscriber ARPU
excludes service revenue credits made to retain existing subscribers of $0.93
and $1.30 for the years ended December 31, 2002 and 2001, respectively. These
retention credits are excluded from our calculation of ARPU, as these are
discretionary reductions of the amount billed to a subscriber. We have no
contractual obligation to issue these credits, therefore, our ARPU reflects the
amount subscribers have contractually agreed to pay Triton. ARPU is calculated
by dividing service revenue, excluding service revenue credits made to existing
subscribers, by our average subscriber base for the respective period. We
continue to focus on attracting new customers with rate plans that provide more
value to the customer at a higher average customer bill. The $2.71 decrease, or
4.6%, was primarily the result of a change in our rate plan mix, as many
existing high ARPU subscribers migrated to our new service offering, the
"UnPlan", to take advantage of the plan's unlimited minutes for calls from the
subscriber's local calling area at a lower monthly cost.
Total revenue increased 32.6% to $716.0 million for the year ended December 31,
2002 from $540.1 million for the year ended December 31, 2001. Service revenue
for the year ended December 31, 2002 was $502.4 million, an increase of $115.0
million or 29.7%, compared to $387.4 million for the year ended December 31,
2001. The increase in service revenue was due primarily to growth of
subscribers. Roaming revenue was $175.4 million for the year ended December 31,
2002, an increase of $48.5 million, or 38.2%, compared to $126.9 million for the
year ended December 31, 2001. The increase in roaming revenue was the result of
increased roaming minutes of use resulting from the expansion of our network,
the implementation of new roaming agreements with such carriers as Cingular
Wireless and the overall growth in the wireless industry. Equipment revenue was
$38.2 million for the year ended December 31, 2002, an increase of $12.4 million
or 48.1%, compared to $25.8 million for the year ended December 31, 2001.
Equipment revenue includes the revenue earned in the sale of a handset or
handset accessories to new and existing subscribers. In addition, equipment
revenue now includes the fair value of handsets received from a subscriber in a
handset upgrade or exchange transaction, which was previously classified as
contra expense in cost of equipment. Prior period amounts have been reclassified
to conform with current period presentation. The reclassifications did not
impact Adjusted EBITDA or income (loss) from continuing operations. The
equipment revenues increase was due primarily to an increase in the sale of
phone upgrades to existing subscribers.
Cost of service was $212.2 million for the year ended December 31, 2002, an
increase of $37.7 million or 21.6%, compared to $174.5 million for the year
ended December 31, 2001. The increase was related to the higher volume of
traffic on our network driven by subscriber growth and higher roaming minutes of
use. Cost of service as a percentage of revenue, excluding equipment revenue,
was 31.3% and 33.9% for the years ended December 31, 2002, and 2001,
respectively. The decrease of 2.6% was primarily attributable to increased
leverage on fixed interconnect and cell site costs.
Cost of equipment was $84.4 million for the year ended December 31, 2002, an
increase of $10.9 million or 14.8%, compared to $73.5 million for the year ended
December 31, 2001. Cost of equipment includes the cost associated with the sale
or exchange of a handset or handset accessories to new and existing subscribers.
Cost of equipment now excludes the fair value of handsets received from a
subscriber in a handset upgrade or exchange transaction which was previously
classified as contra expense in cost of equipment. Prior period amounts have
been reclassified to conform with current period presentation. The
reclassification did not impact Adjusted EBITDA or income (loss) from continuing
operations. The increase in cost of equipment was driven primarily by an
increase in the sale of phone upgrades to existing customers.
Selling, general and administrative expenses were $252.7 million for the year
ended December 31, 2002, an increase of $24.7 million, or 10.8%, compared to
$228.0 million for the year ended December 31, 2001. Selling expenses increased
by $3.3 million or 3.1%, primarily due to increased commissions offered to sales
associates and agent distributors to promote the UnPlan. General and
administrative expenses increased by $21.4 million or 17.4%, primarily due to
expansion of the number of customer care representatives to support our customer
growth. Although our collection effort remained focused, bad debt expense
increased from $12.1 million in 2001 to $18.9 million in 2002. The increase of
$6.8 million was the result of the growth of our subscriber base and higher
involuntary churn. General and administrative expenses as a percentage of
revenue, excluding equipment revenue, was 21.3% and 24.0% for the years ended
December 31, 2002 and 2001, respectively. The decrease of 2.7% is primarily
attributable to increased customer care efficiency and increased leverage on
other fixed costs.
21
Beginning July 1, 2002, we changed our method of calculating cost per gross
addition, or CPGA. CPGA is calculated by dividing the sum of equipment margin
for handsets sold to new subscribers (equipment revenue less cost of equipment)
and selling and marketing expenses related to adding new subscribers by total
subscribers added during the relevant period. Retail customer service expenses
and the equipment margin on handsets sold to or exchanged with existing
subscribers, including handset exchange and upgrade transactions, have been
excluded as these costs are incurred specifically for existing subscribers.
Previously, retail customer service expenses and the additional equipment margin
loss on handset exchanges with existing subscribers related to the costs to
refurbish handsets received from existing subscribers were part of the
calculation of CPGA. The total retail customer service expenses excluded from
our calculation of CPGA was $6.1 million and $3.8 million and the equipment
margin excluded from our calculation of CPGA was $10.7 million and $2.5 million
for the years ended December 31, 2002 and 2001, respectively. The equipment
margin excluded from our calculation of CPGA includes $1.0 million and $0.7
million, respectively, of costs to refurbish handsets received from existing
subscribers in a handset exchange. The increase in equipment margin on
transactions with existing subscribers is the result of the growth and aging of
subscriber base.
Year Ended Year Ended
December 31, 2001 December 31, 2002
--------------------------- -------------------------
Currently Previously Currently Previously
Calculated Calculated Calculated Calculated
---------- ---------- ---------- ----------
CPGA $406 $415 $421 $442
Non-cash compensation expense was $21.4 million for the year ended December 31,
2002, an increase of $4.2 million or 24.4%, compared to $17.2 million for the
year ended December 31, 2001. The increase is attributable to the vesting of an
increased number of restricted shares of Holdings' Class A common stock awarded
to management in prior years.
Depreciation and amortization expenses were $135.0 million for the year ended
December 31, 2002, an increase of $8.3 million or 6.6%, compared to $126.7
million for the year ended December 31, 2001. The increase relates primarily to
increased depreciation expense due to the growth in the depreciable asset base
resulting from capital expenditures, partially offset by the effect of ceasing
amortization on our FCC licenses in accordance with SFAS 142, "Goodwill and
Other Intangible Assets". In addition, we incurred $3.9 million of charges
during 2002 as the result of losses on the sale of fixed assets as well as
charges to accelerate depreciation on certain assets as a result of management's
decision not to complete the construction of certain network infrastructure.
Depreciation will continue to increase as additional portions of our network are
placed into service.
Interest expense was $144.1 million, net of capitalized interest of $4.2
million, for the year ended December 31, 2002. Interest expense was $117.5
million, net of capitalized interest of $5.9 million, for the year ended
December 31, 2001. The increase of $26.6 million, or 22.6%, relates primarily to
increases of interest expense on our January 2001 private placement of $350.0
million aggregate principal amount of 9 3/8% senior subordinated notes and our
November 2001 private placement of $400.0 million aggregate principal amount of
8 3/4% senior subordinated notes, offset partially by a decrease of interest
expense on our bank credit facility. The aggregate interest expense of these
debt instruments increased from $74.9 million for the year ended December 31,
2001 to $94.2 million for the year ended December 31, 2002. Interest expense
also increased $5.1 million due to the accretion of interest on our May 1998
private placement of $512.0 million aggregate principal amount of 11% senior
subordinated discount notes and a decrease in capitalized interest of $1.7
million for the year ended December 31, 2002.
We had a weighted average interest rate of 9.69% for the year ended December 31,
2002, on our average borrowings under our bank credit facility and our average
obligation for the senior subordinated debt, as compared with the 9.43% weighted
average interest rate for the year ended December 31, 2001.
Other expense was $7.7 million and $18.0 million for the years ended December
31, 2002 and 2001, respectively. The decrease of $10.3 million, or 57.2%,
relates primarily to a decrease in the loss on the mark to market of our
interest rate swaps, which was $5.4 million and $12.9 million for the years
ended December 31, 2002 and 2001, respectively. The losses were recognized as
the result of the change in fair value of our interest rate swap derivative
instruments, which did not qualify as hedges. These interest rate swaps do not
qualify as hedges as the result of the repayment, in November of 2001, of
previously matched variable rate debt under our bank facility with proceeds from
our 8 3/4% note offering. In addition, write-offs of deferred financing costs
decreased from $4.0 million for the year ended December 31, 2001 to $0.4 million
for the year ended December 31, 2002. These write-offs were a result of the
early repayment of a portion of our credit facility.
Interest and other income was $6.3 million for the year ended December 31, 2002,
a decrease of $12.0 million, or 65.6%, compared to $18.3 million for the year
ended December 31, 2001. The decrease of $12.0 million was due primarily to
lower average interest rates on lower average cash balances.
Net loss was $136.6 million and $198.4 million for the years ended December 31,
2002 and 2001, respectively. The net loss decrease of $61.8 million resulted
primarily from the items discussed above.
22
Year ended December 31, 2001 compared to the year ended December 31, 2000
Net subscriber additions were 239,252 for the year ended December 31, 2001,
bringing our total subscribers to 685,653 as of December 31, 2001, an increase
of 53.6% over our subscriber total as of December 31, 2000. The increase in
subscribers was primarily due to continued strong demand for our digital service
offerings and pricing plans.
Subscriber churn was 1.95% and 1.80% for the years ended December 31, 2001 and
2000, respectively.
ARPU was $58.78 and $60.99 for the years ended December 31, 2001 and 2000,
respectively. Subscriber ARPU excludes service revenue adjustments made to
retain existing subscribers of $1.30 and $0.92 for the years ended December 31,
2001 and 2000, respectively. The $2.21 decrease, or 3.6%, was primarily the
result of a change in our rate plan mix, as subscribers who are new to the
wireless sector typically begin service with a lower monthly access plan.
Total revenue increased 52.6% to $540.1 million for the year ended December 31,
2001 from $353.9 million for the year ended December 31, 2000. Service revenue
for the year ended December 31, 2001 was $387.4 million, an increase of $166.5
million or 75.4%, compared to $220.9 million for the year ended December 31,
2000. The increase in service revenue was due primarily to strong growth of
subscribers. Equipment revenue was $25.8 million for the year ended December 31,
2001, a decline of $8.7 million or 25.2%, compared to $34.5 million for the year
ended December 31, 2000. The equipment revenue decline was due primarily to a
decrease in the average revenue per item sold, partially offset by an increase
in the quantities sold. Roaming revenue was $126.9 million for the year ended
December 31, 2001, an increase of $28.4 million or 28.8%, compared to $98.5
million for the year ended December 31, 2000. The increase in roaming revenue
was the result of increased roaming minutes of use resulting from the expansion
of our network, partially offset by a contractual decrease in our service charge
per minute.
Cost of service was $174.5 million for the year ended December 31, 2001, an
increase of $49.2 million, or 39.3%, compared to $125.3 million for the year
ended December 31, 2000. Approximately 40% of the increase was due to the
expansion of our network. We added approximately 350 cell sites to our network
in 2001. The remaining increase of approximately 60% over the prior year was the
result of an increase in the charges paid to connect calls on other networks,
including access, interconnection and toll-related charges. These increases were
due primarily to increased costs of expanding and maintaining our wireless
network to support an increase in the number of subscriber and roaming minutes
of use.
Cost of equipment was $73.5 million for the year ended December 31, 2001, an
increase of $4.1 million or 5.9%, compared to $69.4 million for the year ended
December 31, 2000. The increase was due primarily to an increase in gross
subscriber additions, partially offset by a decrease in the average cost of
items sold.
Selling, general and administrative costs were $228.0 million for the year ended
December 31, 2001, an increase of $46.4 million or 25.6%, compared to $181.6
million for the year ended December 31, 2000. Selling expenses increased
approximately $6.3 million, or 6.4%, primarily due to increased commission and
headcount related costs. This increase resulted from a 16.7% increase in gross
subscriber additions in the year ended December 31, 2001, versus the prior year
ended December 31, 2000. The increase was also attributable to increasing the
points of distribution in our company-owned retail store channel by 27% in 2001.
The general and administrative increase of approximately $40.1 million, or
48.3%, was primarily due to the development and growth of infrastructure and
staffing related to information technology, customer care, collections,
retention and other administrative functions established in conjunction with the
corresponding growth in our subscriber base.
Non-cash compensation expense was $17.2 million for the year ended December 31,
2001, an increase of $8.9 million or 107.2%, compared to $8.3 million for the
year ended December 31, 2000. The increase is attributable to the vesting of an
increased number of restricted shares of Holdings' Class A common stock awarded
to management in prior years.
Depreciation and amortization expenses were $126.7 million for the year ended
December 31, 2001, an increase of $32.6 million or 34.6% compared to $94.1
million for the year ended December 31, 2000. The increase relates primarily to
increased depreciation expense due to the growth in the depreciable asset base
resulting from capital expenditures. Depreciation will continue to increase as
additional portions of our network were placed into service.
Interest expense was $117.5 million, net of capitalized interest of $5.9
million, for the year ended December 31, 2001. Interest expense was $55.9
million, net of capitalized interest of $9.5 million, for the year ended
December 31, 2000. The increase of $61.6 million, or 110.2% relates primarily to
$32.0 million of interest from our $350.0 million 9 3/8% senior subordinated
notes offering completed in January 2001 and $4.6 million of interest from our
$400.0 million 8 3/4% senior subordinated notes offering completed in November
2001. For the year ended December 31, 2001, we had a weighted average interest
rate of 9.43% on our average borrowings under our bank credit facility and our
average obligation for the senior subordinated debt as compared with 10.98% for
the year ended December 31, 2000. In addition, interest expense was higher on
the credit facility due to mandatory draws on the facility in 2001.
Other expense was $18.0 million and $0.3 million for the years ended December
31, 2001 and 2000, respectively. The increase of $17.7 million is primarily the
result of a $12.9 million loss on the mark to market of interest rate swaps for
the year ended December 31, 2001. There was no loss on the market-to-market of
interest rate swaps in 2000. This loss was the result of paying down $390.0
million of the credit facility with net proceeds from the 8 3/4% senior
subordinated notes offering, which caused certain fixed interest rate
derivatives to no
23
longer qualify as cash flow hedges in accordance with SFAS No. 133, "Accounting
for Derivative Instruments and Hedging Activities", as amended by SFAS No. 137
and SFAS No. 138. The fair value of these non-qualifying hedges on November 14,
2001 and subsequent changes in their fair value were recorded in the statement
of operations as other expense for the year ended December 31, 2001. All
interest rate swaps qualified as hedges in 2000, and therefore, the changes in
the fair value of the interest rate swaps were recorded through accumulated
other comprehensive income. Also attributing to the increase in other expense
was a write-off of approximately $4.0 million of deferred financing costs in
2001. The write-off was a result of the early repayment of a portion of our
credit facility with the proceeds from our 8 3/4% note offering.
Interest and other income was $18.3 million for the year ended December 31,
2001, an increase of $13.3 million or 266.0%, compared to $5.0 million for the
year ended December 31, 2000. The increase of $13.3 million was due primarily to
interest on higher average cash balances.
Net loss was $198.4 million and $176.8 million for the years ended December 31,
2001 and 2000, respectively. The net loss increase of $21.6 million resulted
primarily from the items discussed above.
Liquidity and Capital Resources
The construction of our network and the marketing and distribution of wireless
communications products and services have required, and will continue to
require, substantial capital. Capital outlays have included license acquisition
costs, capital expenditures for network construction, funding of operating cash
flow losses and other working capital costs, debt service and financing fees and
expenses. We estimate that capital expenditures for network construction will be
approximately $120.0 million to $140.0 million in 2003. In January 2003, we
completed a reduction in our workforce, eliminating 170 positions, which we
anticipate will result in approximately $8.0 million reduction in operating
costs for 2003. We believe that cash on hand and available credit facility
borrowings will be sufficient to meet our projected capital requirements through
2004, at which time we expect to become free cash flow positive. Although we
estimate that these funds will be sufficient to finance our continued growth, we
may have additional capital requirements, which could be substantial for future
upgrades and advances in new technology.
Preferred Stock. As part of our joint venture agreement with AT&T Wireless,
Holdings issued 732,371 shares of its Series A preferred stock to AT&T Wireless
PCS. The Series A preferred stock provides for cumulative dividends at an annual
rate of 10% on the $100 liquidation value per share plus unpaid dividends. These
dividends accrue and are payable quarterly; however, we may defer all cash
payments due to the holders until June 30, 2008, and quarterly dividends are
payable in cash thereafter. To date, all such dividends have been deferred. The
Series A preferred stock is redeemable at the option of its holders beginning in
2018 and at our option, at its liquidation value plus unpaid dividends on or
after February 4, 2008. On and after February 4, 2006, the Series A preferred
stock is also convertible at the option of its holders for shares of Holdings'
Class A common stock having a market value equal to the liquidation value plus
unpaid dividends on the Series A preferred stock. Holdings may not pay dividends
on, or, subject to specified exceptions, repurchase shares of our common stock
without the consent of the holders of the Series A preferred stock.
Credit Facility. On September 14, 2000, Triton, entered into a second amended
and restated credit agreement that provided for a senior secured bank facility
with a group of lenders for an aggregate amount of $750.0 million of borrowings.
On November 14, 2001, we extinguished $390.0 million of the bank facility with
net proceeds from the 8 3/4% senior subordinated notes offering. We began to
repay the then outstanding term loans in quarterly installments, beginning on
February 4, 2002. On March 8, 2002, the credit agreement was amended to create a
new term loan with $125.0 million of available borrowings. On October 16, 2002,
we entered into a fourth amendment that provided greater flexibility in the
total leverage and interest coverage covenant requirements. In exchange for the
covenant changes, we agreed to reduce the facility by $50.0 million. The
commitment reduction consisted of a $30.0 million pro-rata repayment of
outstanding borrowings and a $20.0 million reduction in unfunded commitments. On
February 26, 2003, we entered into a fifth amendment that extended the
availability period for draws on the Tranche E term loan from March 8, 2003 to
June 8, 2003. As of December 31, 2002, we had $208.0 million and $215.0 million
of outstanding borrowings and committed availability, respectively, under the
bank facility. The bank facility provides for:
. a $10.8 million senior secured Tranche A term loan maturing in May 2006,
$10.8 million of which was outstanding as of December 31, 2002;
. a $123.1 million senior secured Tranche B term loan maturing in February
2007, $123.1 million of which was outstanding as of December 31, 2002;
. a $10.8 million senior secured Tranche C term loan maturing in May 2006,
$10.8 million of which was outstanding as of December 31, 2002;
. a $63.3 million senior secured Tranche D term loan maturing in May 2006,
$63.3 million of which was outstanding as of December 31, 2002;
. a $115.0 million senior secured Tranche E term loan maturing in February
2007, none of which was outstanding as of December 31, 2002; and
24
. a $100.0 million senior secured revolving credit facility maturing in
May 2006, none of which was outstanding as of December 31, 2002.
The terms of the bank facility will permit us, subject to various terms and
conditions, including compliance with specified financial covenants, to draw up
to the remaining amount available under the bank facility to finance working
capital requirements, capital expenditures, permitted acquisitions and for other
corporate purposes. Borrowings under the bank facility are subject to customary
terms and conditions. As of December 31, 2002, we were in compliance with all
such covenants.
The commitments to make loans under the revolving credit facility are
automatically and permanently reduced in installments beginning in August 2004
through May 2006. In addition, the credit agreement requires us to make
mandatory prepayments of outstanding borrowings under the credit facility based
on a percentage of excess cash flow and contains financial and other covenants
customary for facilities of this type, including limitations on investments and
on our ability to incur debt and pay dividends.
Senior Subordinated Notes. On May 4, 1998, Triton completed the private
placement of $512.0 million principal amount at maturity of 11% senior
subordinated discount notes due 2008 under Rule 144A and Regulation S of the
Securities Act of 1933. The proceeds of the offering, after deducting the
initial purchasers' discount, were $291.0 million. The 11% senior subordinated
discount notes due 2008 are guaranteed by all of Triton subsidiaries. The
indenture for the notes contains customary covenants, including covenants that
limit our subsidiaries' ability to pay dividends to us, make investments and
incur debt. The indenture also contains customary events of default. On October
30, 1998, Triton closed its registered exchange offer of $512.0 million
aggregate principal amount at maturity of its 11% senior subordinated discount
notes due 2008 for $512.0 million aggregate principal amount at maturity of its
newly issued 11% senior subordinated discount notes due 2008, which have been
registered under the Securities Act.
On January 19, 2001, Triton completed the private placement of $350.0 million
principal amount of 9 3/8% senior subordinated notes due 2011 under Rule 144A
and Regulation S of the Securities Act. The proceeds of the offering, after
deducting the initial purchasers' discount and estimated expenses, were $337.5
million. The 9 3/8% senior subordinated notes due 2011 are guaranteed by all of
the domestic subsidiaries of Triton. The indenture for the notes contains
customary covenants, including covenants that limit our subsidiaries' ability to
pay dividends to us, make investments and incur debt. The indenture also
contains customary events of default. On June 15, 2001, Triton closed its
registered exchange offer of $350.0 million principal amount of its 9 3/8%
senior subordinated notes due 2011 for $350.0 million principal amount of its
newly issued 9 3/8% senior subordinated notes due 2011, which have been
registered under the Securities Act.
On November 14, 2001, Triton completed the private placement of $400.0 million
principal amount of 8 3/4% senior subordinated notes due 2011 under Rule 144A
and Regulation S of the Securities Act. The proceeds of the offering, after
deducting the initial purchasers' discount and estimated expenses, were
approximately $390.0 million. The 8 3/4% senior subordinated notes due 2011 are
guaranteed by all of the subsidiaries of Triton. The indenture for the notes
contains customary covenants, including covenants that limit our subsidiaries
ability to pay dividends to us, make investments and incur debt. The indenture
also contains customary events of default. On February 14, 2002, Triton closed
its registered exchange offer of $400.0 million principal amount of its 8 3/4%
senior subordinated notes due 2011 for $400.0 million principal amount of its
newly issued 8 3/4% senior subordinated notes due 2011, which have been
registered under the Securities Act.
Equity Offering. On February 28, 2001, Holdings issued and sold 3,500,000 shares
of Class A common stock in a public offering at $32.00 per share and raised
approximately $106.1 million, net of $5.9 million of costs.
Adjusted EBITDA. We believe EBITDA excluding non-cash compensation, or Adjusted
EBITDA, provides a meaningful measure of liquidity, providing additional
information on our cash earnings from on-going operations and on our ability to
service our long-term debt and other fixed obligations and our ability to fund
our continued growth with internally generated funds. Adjusted EBITDA also is
considered by many financial analysts to be a meaningful indicator of an
entity's ability to meet its future financial obligations. We consider growth in
Adjusted EBITDA to be an indicator of future profitability, especially in a
capital-intensive industry such as wireless telecommunications. Adjusted EBITDA
should not be construed as an alternative to cash flows from operating
activities as determined in accordance with United States GAAP. Adjusted EBITDA
was $166.6 million, $64.1 million and ($22.3) million for the years ended
December 31, 2002, 2001 and 2000, respectively.
Historical Cash Flow. As of December 31, 2002, we had $212.5 million in cash and
cash equivalents, as compared to $371.1 million in cash and cash equivalents at
December 31, 2001. Net working capital was $172.6 million at December 31, 2002
and $283.7 million at December 31, 2001. The $54.3 million of cash provided by
operating activities during the year ended December 31, 2002 was the result of
our net loss of $136.6 million and $45.6 million of cash used by changes in
working capital and other long-term assets, offset by $236.5 million of
depreciation and amortization, accretion of interest, non-cash compensation, bad
debt expense, loss in equity investment and loss on derivative instruments. The
$236.6 million of cash used by investing activities during the year ending
December 31, 2002 was primarily related to capital expenditures associated with
our network build-out and the acquisition of FCC licenses. These capital
expenditures were made primarily to enhance and expand our wireless network in
order to increase capacity and to satisfy subscriber needs and competitive
requirements. We will continue to upgrade our network capacity and service
quality to support our anticipated subscriber growth. The $23.7 million provided
by financing activities during the year ended December 31, 2002 relates
primarily to our $65.0 million draw against our credit facility partially offset
by $42.0 million of credit facility repayments.
As of December 31, 2001, we had $371.1 million in cash and cash equivalents, as
compared to $1.6 million in cash and cash equivalents at December 31, 2000. Net
working capital/(deficit) was $283.7 million at December 31, 2001 and ($54.2)
million at December 31, 2000. The $3.3 million of cash used in operating
activities during the year ended December 31, 2001 was the result of our net
loss of $198.4 million and
25
$22.8 million of cash used in changes in working capital and other long-term
assets and offset by $217.9 million of depreciation and amortization, accretion
of interest, non-cash compensation, bad debt expense, loss in equity investment
and loss on derivative instruments. The $318.2 million of cash used by investing
activities during the year ending December 31, 2001 was related primarily to
capital expenditures associated with our network build-out and advances to
Lafayette. These capital expenditures were made primarily to enhance and expand
our wireless network in order to increase capacity and to satisfy subscriber
needs and competitive requirements. We will continue to upgrade our network
capacity and service quality to support our anticipated subscriber growth. The
$691.0 million provided by financing activities during the year ended December
31, 2001 relates primarily to our $281.0 million draw against our credit
facility, $729.0 million of net proceeds from the issuances of senior
subordinated notes and $106.3 million of capital contributions from our parent,
partially offset by $428.8 million of credit facility repayments.
Reconciliation of non-GAAP financial measures
We utilize certain financial measures that are not calculated in accordance with
accounting principles generally accepted in the United States, or GAAP, to
assess our financial performance. A non-GAAP financial measure is defined as a
numerical measure of a company's financial performance that (i) excludes
amounts, or is subject to adjustments that have the effect of excluding amounts,
that are included in the comparable measure calculated and presented in
accordance with GAAP in the statement of income or statement of cash flows; or
(ii) includes amounts, or is subject to adjustments that have the effect of
including amounts, that are excluded from the comparable measure so calculated
and presented. The discussion of each non-GAAP financial measure we use in this
report appear above under "--Adjusted EBITDA" and "Results of Operations". A
brief description of the calculation of each measure is included where the
particular measure is first discussed. The following tables reconcile our
non-GAAP financial measures with our financial statements presented in
accordance with GAAP.
Year Ended December 31,
Adjusted EBITDA 1998 1999 2000 2001 2002
- ----------------------------------------------------- ------------ ------------ ------------ ------------ ------------
Net cash provided by (used in) operating activities ($4,130,000) ($61,071,000) ($22,105,000) ($3,321,000) $ 54,271,000
Change in operating assets and liabilities (5,079,000) (10,391,000) (1,532,000) 22,871,000 45,579,000
Change in deferred income taxes 7,536,000 - (272,000) - -
Interest expense 30,391,000 41,061,000 55,903,000 117,499,000 144,086,000
Accretion of interest (22,648,000) (38,213,000) (42,688,000) (48,271,000) (53,969,000)
Interest and other income (10,635,000) (4,852,000) (4,957,000) (18,322,000) (6,292,000)
Bad debt expense (636,000) (2,758,000) (7,763,000) (12,103,000) (18,889,000)
Other expense - - 326,000 4,392,000 496,000
Income tax expense (benefit) (7,536,000) - 746,000 1,372,000 1,365,000
------------ ------------ ------------ ------------ ------------
Adjusted EBITDA ($12,737,000) ($76,224,000) ($22,342,000) $ 64,117,000 $166,647,000
The table above reconciles Adjusted EBITDA with the most directly comparable
GAAP measure of liquidity, cash provided by (used in) operating activities. We
believe Adjusted EBITDA provides a meaningful measure of liquidity, providing
additional information on our cash earnings from on-going operations and on our
ability to service our long-term debt and other fixed obligations and our
ability to fund continued growth with internally generated funds. Adjusted
EBITDA also is considered by many financial analysts to be a meaningful
indicator of an entity's ability to meet its future financial obligations. We
consider growth in Adjusted EBITDA to be an indicator of future profitability,
especially in a capital-intensive industry such as wireless telecommunications.
Adjusted EBITDA should not be construed as an alternative to cash flows from
operating activities as determined in accordance with GAAP. Our method of
computation may or may not be comparable to other similarly titled measures of
other companies.
Year Ended December 31,
Average revenue per user (ARPU) 2000 2001 2002
- ------------------------------------ ------------ ------------ ------------
Service revenue $220,940,000 $387,381,000 $502,402,000
Subscriber retention credits (1) 3,372,000 8,771,000 8,510,000
------------ ------------ ------------
Adjusted service revenue 224,312,000 396,152,000 510,912,000
------------ ------------ ------------
Average subscribers 306,499 561,619 759,279
ARPU $ 60.99 $ 58.78 $ 56.07
We believe ARPU, which calculates the average service revenue generated by an
individual subscriber, is a useful measure to assist in forecasting our future
service revenue. In addition, it provides a gauge to compare our service revenue
to that of other wireless communication providers.
(1) Subscriber retention credits are service revenue credits made to retain
existing subscribers. These retention credits are excluded from our calculation
of ARPU, as these are discretionary reductions of the amount billed to a
subscriber. We have no contractual obligation to issue these credits, therefore,
our ARPU reflects the amount subscribers have contractually agreed to pay
Triton.
26
Year Ended December 31,
Cost per gross addition (CPGA) 2000 2001 2002
- -------------------------------------------------------------- ------------- ------------- -------------
Sales and marketing expense $ 98,662,000 $ 104,987,000 $ 108,321,000
Total cost of equipment 69,398,000 73,513,000 84,377,000
Cost of equipment - transactions with existing subscribers (610,000) (2,458,000) (14,153,000)
Total equipment revenue (34,477,000) (25,810,000) (38,178,000)
Equipment revenue - transactions with existing subscribers - - 3,449,000
------------- ------------- -------------
CPGA costs 132,973,000 150,232,000 143,816,000
------------- ------------- -------------
Gross additions 317,308 370,358 341,271
CPGA $ 419 $ 406 $ 421
We believe CPGA is a useful measure that quantifies the incremental costs to
acquire a new subscriber. In addition, it provides a gauge to compare our
average acquisition costs per new subscriber to that of other wireless
communication providers.
Contractual Obligations and Commercial Commitments
The following table provides aggregate information about our contractual
obligations and the periods in which payments are due. These disclosures are
also included in the footnotes to the financial statements, and the relevant
footnotes are cross-referenced in the table below.
Payments Due by Period
(dollars in thousands)
----------------------------------------------------------------
Less than After 4 Footnote
Contractual Obligation Total 1 year 1-2 years 3-4 years Years Reference
----------------------------------------------------------------------------------------------------------------
Short-term debt $ 17,169 $ 17,169 $ - $ - $ - 5
Long-term debt 1,413,263 - 45,833 147,710 1,219,720 5
Operating leases 281,305 48,845 76,973 52,742 102,745 12
----------------------------------------------------------------------------------------------------------------
Total cash contractual
obligations $1,711,737 $ 66,014 $ 122,806 $ 200,452 $1,322,465
Relationship with Lafayette Communications Company L.L.C.
We hold a 39% interest in Lafayette, an entrepreneur under FCC guidelines.
During 2002, Lafayette held 18 FCC licenses, covering a population of
approximately 6.3 million people. On September 30, 2002, we acquired certain FCC
licenses from Lafayette in markets covering a population of approximately 2.9
million people in areas of Georgia, Tennessee and Virginia, for an aggregate
fair value of $21.7 million. This acquisition was consummated to meet the
spectrum needs of our current network overlay of GSM/GPRS technology. We have
entered into agreements with Lafayette to acquire additional licenses from
Lafayette for an aggregate fair value of $126.9 million. We expect these
acquisitions to be consummated in the second quarter of 2003.
As of December 31, 2002, we have funded approximately $74.5 million of senior
loans to Lafayette to finance the acquisition of licenses. The carrying value of
these loans has been adjusted for any losses in excess of our initial
investment. In connection with the loans, Lafayette has and will guarantee our
obligations under our credit facility, and such senior loans are and will be
pledged to the lenders under our credit facility.
Because we do not control Lafayette, we are accounting for our investment under
the equity method. Ordinarily, as the investor, we would record our
proportionate share of Lafayette's losses in our income statement. However,
Triton has committed to provide further financial support to Lafayette in order
to preserve its business relationship. Therefore, even in the absence of a
legally binding obligation, we are now recognizing 100% of Lafayette's losses,
which arise primarily from interest costs related to an assumed note payable to
the FCC.
In accordance with EITF 98-13, "Accounting by an Equity Method Investor for
Investee Losses When the Investor Has Loans to and Investments in Other
Securities of the Investee," when the carrying amount of an investment has been
reduced to zero, the investor should continue to report its share of the equity
method losses in its statement of operations as an adjustment to the adjusted
basis of the loans receivable. As of December 31, 2001, we had written our
initial investment in Lafayette down to zero and had reduced its carrying value
of the approximate $74.5 million loan receivable from Lafayette, so as to
reflect 100% of Lafayette's cumulative loss of approximately $2.5 million.
27
On October 9, 2002, and as amended on December 2, and December 31, 2002, we
entered into an agreement with Lafayette for the acquisition of 10 MHz of
spectrum in Anderson, Charleston, Columbia, Florence, Greenville, Greenwood,
Orangeburg and Sumter, South Carolina, for approximately $114.7 million. On
December 2, 2002, we entered into an agreement with Lafayette for the
acquisition of 10 MHz of spectrum in Myrtle Beach, South Carolina, Augusta,
Georgia, Fredericksburg, Virginia and Lynchburg, Virginia for approximately
$12.2 million. The applications seeking FCC approval for these transactions have
been filed, and we expect to consummate the transactions in the second quarter
of 2003. Following consummation of these transactions, we plan to demand
repayment of the outstanding senior loans to Lafayette.
New Accounting Pronouncements
In June of 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 143, "Accounting for Obligations Associated
with the Retirement of Long-Lived Assets". SFAS No. 143 requires entities to
record the fair value of a liability for an asset retirement obligation in the
period in which it is incurred and capitalize that amount as part of the book
value of the long-lived asset. Over time, the liability is accreted to its
present value each period, and the capitalized cost is depreciated over the
useful life of the related asset. Upon settlement of the liability, an entity
either settles the obligation for its recorded amount or incurs a gain or loss
upon settlement. This statement is effective for financial statements for fiscal
years beginning after June 15, 2002. We have certain legal obligations,
principally related to our leased cell site properties, which fall within the
scope of SFAS No. 143. These legal obligations include obligations to remediate
leased property on which cell sites are located. In conjunction with the
adoption of SFAS No. 143 effective January 1, 2003, we did not record asset
retirement obligations for network infrastructure assets subject to the
provisions of this statement as the fair value of the obligations could not
reasonably be estimated. We believe that uncertainty as to the eventual
settlement of legal obligations exists due to trends in the wireless
communications industry, including the rapid growth in minutes of use on
wireless networks, increasing subscriber penetration and deployment of advanced
wireless data technologies such as GSM/GPRS. Therefore, these factors increase
the probability that third parties would not contractually enforce their
remediation rights related to the sites. Based on the combination of these
industry trends and our limited experience in removing sites, it is not probable
that any sites will be removed in the foreseeable future and require
remediation. Therefore, sufficient information to estimate a range of potential
settlement dates is not available. In accordance with SFAS No. 143, we will not
recognize a liability until such information becomes known.
In April 2002, the Financial Accounting Standards Board issued SFAS No. 145,
"Rescission of FASB Statements No. 4, 44 and 64, Amendment of SFAS Statement No.
13 and Technical Corrections as of April 2002". SFAS No. 145 primarily
addresses: (i) the income statement classification of gains or losses from the
extinguishment of debt as ordinary or extraordinary and (ii) the treatment of
certain lease modifications with sale-leaseback accounting when they have an
economic effect similar to a sale-leaseback agreement. The provisions of SFAS
No. 145 are effective for fiscal years beginning after May 15, 2002. Any gain or
loss on extinguishment of debt that was classified as an extraordinary item in
prior periods presented that does not meet the criteria in Accounting Principles
Board Opinion No. 30 for classification as an extraordinary item shall be
reclassified. Early application of the provisions of this Statement related to
the rescission of SFAS No. 4 is encouraged. As such, we have reclassified an
extraordinary loss on the extinguishment of debt in 2001 to other expense. We do
not believe further implementation of this statement will have a material impact
on our financial position or results of operations.
In June 2002, the Financial Accounting Standards Board issued SFAS No. 146,
"Accounting for Costs Associated with Exit or Disposal Activities." SFAS No. 146
nullifies EITF 94-3 "Liability Recognition for Certain Employee Termination
Benefits and Other Costs to Exit an Activity." The principle difference between
SFAS No. 146 and EITF 94-3 relates to SFAS No. 146's requirements for
recognition of a liability for a cost associated with an exit or disposal
activity. SFAS No. 146 requires that a liability for a cost associated with an
exit or disposal activity be recognized when the liability is incurred. Under
EITF 94-3, a liability for an exit cost as generally defined in EITF 94-3 was
recognized at the date of an entity's commitment to an exit plan. A fundamental
conclusion reached by the FASB in this statement is that an entity's commitment
to a plan, by itself, does not create an obligation that meets the definition of
a liability. Therefore, this statement eliminates the definition and
requirements for recognition of exit costs in EITF 94-3. This statement also
establishes that fair value is the objective for initial measurement of the
liability. The provisions of SFAS No. 146 are effective for fiscal years
beginning after December 31, 2002. We will apply this statement to the
accounting for all prospective exit or disposal activities.
In December 2002, the Financial Accounting Standards Board issued SFAS No. 148,
"Accounting for Stock Based Compensation-Transition and Disclosure." SFAS No.
148 amends SFAS No. 123 "Accounting for Stock Based Compensation". SFAS No. 148
primarily (i) provides an alternative method of transition for a voluntary
change to the fair value based method of accounting for stock- based employee
compensation and (ii) requires prominent disclosures in both annual and interim
financial statements about the method of accounting for stock-based employee
compensation and the effect of the method used on reported results. The
provisions of SFAS No. 148 are effective for the fiscal years beginning after
December 15, 2002. We will disclose our method of accounting for stock-based
employee compensation and the effect of the method used on reported results in
future financial statements.
In February 2003, the Emerging Issues Task Force issued EITF 00-21 "Revenue
Arrangements with Multiple Deliverables." EITF 00-21 primarily addresses certain
aspects of the accounting by a vendor for arrangements under which it will
perform multiple revenue-generating activities. Specifically, it addresses how
to determine whether an arrangement involving multiple deliverables contains
more than one unit of accounting. In applying EITF 00-21, separate contracts
with the same entity or related parties that are entered into at or near the
same time are presumed to have been negotiated as a package and should,
therefore, be evaluated as a single arrangement in considering whether there are
one or more units of accounting. That presumption may be overcome if there is
sufficient evidence to the contrary. EITF 00-21 also addresses how arrangement
consideration should be measured and allocated to the separate units of
accounting in the arrangement. The
28
provisions of EITF 00-21 are effective for revenue arrangements entered into in
fiscal periods beginning after June 15, 2003. We are currently evaluating the
impact this statement will have on our financial position or results of
operations.
In February 2003, the Emerging Issues Task Force issued EITF 02-16 "Accounting
by a Customer (including a Reseller) for Certain Consideration Received from a
Vendor". Issue 1 of EITF 02-16 primarily addresses the circumstances under which
cash consideration received from a vendor by a reseller should be considered (a)
an adjustment of the prices of the vendor's products or services and, therefore,
characterized as a reduction of cost of sales when recognized in the reseller's
income statement, (b) an adjustment to a cost incurred by the reseller and,
therefore, characterized as a reduction of that cost when recognized in the
reseller's income statement, or (c) a payment for assets or services delivered
to the vendor and, therefore, characterized as revenue when recognized in the
reseller's income. The provisions of Issue 1 of EITF 02-16 are effective for
fiscal periods beginning after December 15, 2002. Issue 2 of EITF 02-16
addresses vendors offering a customer a rebate or refund of a specified amount
of cash consideration that is payable only if the customer completes a specified
cumulative level of purchases or remains a customer for a specified time period,
when the customer should recognize the rebate and how the customer should
measure the amount of the offer. The provisions of Issue 2 of EITF 02-16 are
effective for all arrangements entered into after November 1, 2002. We do not
believe that this statement will have a material impact on our financial
position or results of operations.
In January 2003, the Financial Accounting Standards Board issued FASB
Interpretation No. 46, "Consolidation of Variable Interest Entities", or FIN 46.
FIN 46 requires a variable interest entity to be consolidated by a company if
that company is subject to a majority of the risk of loss from the variable
interest entity's activities or entitled to receive a majority of the entity's
residual returns or both. FIN 46 also requires disclosures about variable
interest entities that a company is not required to consolidate but in which it
has a significant variable interest. The consolidation requirements of FIN 46
apply immediately to variable interest entities created after January 31, 2003.
The consolidation requirements apply to existing entities in the first fiscal
year or interim period beginning after June 15, 2003. Certain of the disclosure
requirements apply in all financial statements issued after January 31, 2003,
regardless of when the variable interest entity was established. We are
currently evaluating the impact of FIN 46 on our financial statements and
related disclosures but do not believe that this statement will have a material
impact on our financial position or results of operations.
Inflation
We do not believe that inflation has had a material impact on our operations.
29
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are highly leveraged and, as a result, our cash flows and earnings are
exposed to fluctuations in interest rates. Our debt obligations are U.S. dollar
denominated. Our market risk, therefore, is the potential loss arising from
adverse changes in interest rates. As of December 31, 2002, our debt can be
categorized as follows:
Fixed interest rates:
Senior subordinated notes .................... $1,219,720,000
Subject to interest rate fluctuations:
Bank credit facility ......................... $ 207,961,000
Our interest rate risk management program focuses on minimizing exposure to
interest rate movements, setting an optimal mixture of floating and fixed rate
debt and minimizing liquidity risk. To the extent possible, we manage interest
rate exposure and the floating to fixed ratio through our borrowings, but
sometimes we may use interest rate swaps to adjust our risk profile. We
selectively enter into interest rate swaps to manage interest rate exposure
only. However, due to repayments under our credit facility, many of our interest
rates swaps no longer qualify as cash flow hedges.
We utilize interest rate swaps to hedge against the effect of interest rate
fluctuations on our bank credit facility. Swap counter parties are major
commercial banks. Through December 31, 2002, we had entered into 13 interest
rate swap transactions having an aggregate non-amortizing notional amount of
$480.0 million. Under these interest rate swap contracts, we agree to pay an
amount equal to a specified fixed-rate of interest times a notional principal
amount and receive in turn an amount equal to a specified variable-rate of
interest times the same notional amount. The notional amounts of the contracts
are not exchanged. Net interest positions are settled quarterly.
Information, as of December 31, 2002, for the interest rate swaps is as follows:
Terms Notional Amount Fair Value
--------------- --------------- ----------
Swaps acting 12/4/98-12/4/03 $ 48,133,452 $ (1,648,504)
as hedges 6/12/00-6/12/03 $ 75,000,000 $ (2,101,030)
4/6/01-4/6/06 $ 84,827,593 $ (1,796,637)
Swaps not acting 12/4/98-12/4/03 $ 26,866,548 $ (913,297)
as hedges 6/15/00-6/16/03 $ 50,000,000 $ (1,394,119)
7/17/00-7/15/03 $ 25,000,000 $ (1,021,973)
8/15/00-8/15/03 $ 25,000,000 $ (1,045,181)
4/6/01-4/6/06 $100,172,407 $(11,094,841)
4/24/01-4/24/06 $ 45,000,000 $ (2,803,032)
The swaps commencing on April 6, 2001, which have an aggregate notional amount
of $185.0 million, can be terminated at the banks' option on April 7, 2003. The
swaps commencing on April 24, 2001, which have an aggregate notional amount of
$45.0 million, can be terminated at the banks' option on April 24, 2002 and
quarterly thereafter.
The variable rate is capped at 7.5% for the interest rate swaps commencing on
June 12, 2000 through August 15, 2000. These swaps have an aggregate notional
amount of $175.0 million.
If market swap rates rise over the remaining term of these swaps, as expected,
we should realize other income of approximately $2.0 million for each 50 basis
point increase in rates. If rates were to decline, we would realize other
expense of approximately $2.0 million for each 50 basis point decrease in rates.
Our cash and cash equivalents consist of short-term assets having initial
maturities of three months or less. While these investments are subject to a
degree of interest rate risk, it is not considered to be material relative to
our overall investment income position.
30
ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
TRITON PCS, INC.
INDEX TO FINANCIAL STATEMENTS
Consolidated Financial Statements:
Report of Independent Accountants F-2
Consolidated Balance Sheets as of December 31, 2001 and 2002 F-3
Consolidated Statements of Operations and Comprehensive Loss
for the years ended December 31, 2000, 2001 and 2002 F-4
Consolidated Statements of Stockholder's Equity (Deficit) and Member's Capital
for the years ended December 31, 2000, 2001 and 2002 F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2000,
2001 and 2002 F-6
Notes to Consolidated Financial Statements F-7
Schedule II - Valuation and Qualifying Accounts 33
F-1
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and
Stockholder of Triton PCS, Inc.:
In our opinion, the consolidated financial statements listed in the index
appearing under Item 8 on page F-1 of this Form 10-K present fairly, in all
material respects, the financial position of Triton PCS, Inc. and its
subsidiaries at December 31, 2002 and 2001, and the results of their operations
and their cash flows for each of the three years in the period ended December
31, 2002 in conformity with accounting principles generally accepted in the
United States of America. In addition, in our opinion, the financial statement
schedule listed in the index appearing under Item 15(a)(1) on page 32 of this
Form 10-K, presents fairly, in all material respects, the information set forth
therein when read in conjunction with the related consolidated financial
statements. These financial statements and financial statement schedule are the
responsibility of the Company's management; our responsibility is to express an
opinion on these financial statements and financial statement schedule based on
our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States of America, which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
As discussed in Note 4, effective January 1, 2002, the Company changed its
accounting for intangible assets pursuant to the provisions of Statement of
Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets."
/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
February 14, 2003, except for Note 16,
as to which the date is February 26, 2003
F-2
Triton PCS, Inc.
Consolidated Balance Sheets
(Dollars in thousands)
December 31, 2001 December 31, 2002
----------------------------------------------
ASSETS:
Current assets:
Cash and cash equivalents $ 371,088 $ 212,450
Accounts receivable net of $3,345 and $7,008 52,496 68,213
Accounts receivable - roaming partners 16,189 23,037
Inventory, net 28,477 28,510
Prepaid expenses 8,160 8,767
Other current assets 5,642 6,578
---------------------------------------------
Total current assets 482,052 347,555
Property and equipment:
Land 313 377
Network infrastructure and equipment 871,523 1,004,323
Furniture, fixtures and computer equipment 75,651 89,208
Capital lease assets 8,860 8,454
Construction in progress 55,651 37,647
---------------------------------------------
1,011,998 1,140,009
Less accumulated depreciation (218,823) (343,506)
---------------------------------------------
Net property and equipment 793,175 796,503
Intangible assets, net 283,847 395,249
Investment in and advances to non-consolidated entities 116,731 72,019
Other long term assets 6,878 6,767
---------------------------------------------
Total assets $1,682,683 $1,618,093
=============================================
LIABILITIES AND STOCKHOLDER'S DEFICIT:
Current liabilities:
Accounts payable $ 96,529 $ 57,758
Bank overdraft liability 22,265 25,892
Accrued payroll & related expenses 17,381 16,282
Accrued expenses 6,634 5,999
Current portion of long-term debt 12,641 17,169
Deferred revenue 12,099 19,548
Deferred gain on sale of property and equipment 1,190 1,190
Accrued interest 20,351 20,637
Other current liabilities 9,307 10,468
---------------------------------------------
Total current liabilities 198,397 174,943
Long-term debt:
Bank credit facility 174,441 192,579
Senior subordinated debt 1,167,338 1,219,720
Capital lease obligations 2,512 964
---------------------------------------------
Total Long-term debt: 1,344,291 1,413,263
Deferred income taxes 11,935 11,935
Deferred revenue 3,129 3,051
Fair value of derivative instruments 20,584 23,819
Deferred gain on sale of property and equipment 28,262 27,072
---------------------------------------------
Total liabilities 1,606,598 1,654,083
Commitments and contingencies (Note 12) - -
Stockholder's equity (deficit):
Common Stock, $.01 par value, 1,000 shares authorized,
100 shares issued and outstanding as of December 31, 2001 and
December 31, 2002. - -
Additional paid-in capital 737,573 741,872
Accumulated deficit (561,209) (697,849)
Accumulated other comprehensive income (7,660) (5,459)
Deferred compensation (92,619) (74,554)
---------------------------------------------
Total stockholder's equity (deficit) 76,085 (35,990)
---------------------------------------------
Total liabilities & stockholder's equity (deficit) $1,682,683 $1,618,093
=============================================
See accompanying notes to consolidated financial statements.
F-3
Triton PCS, Inc.
Consolidated Statements of Operations and Comprehensive Loss
(Dollars in thousands)
For the Years Ended December 31,
-----------------------------------------------------------------
2000 2001 2002
---- ---- ----
Revenues:
Service $ 220,940 $ 387,381 $ 502,402
Roaming 98,492 126,909 175,405
Equipment 34,477 25,810 38,178
-----------------------------------------------------------------
Total revenue 353,909 540,100 715,985
Expenses:
Cost of service (excluding the below
amortization, excluding depreciation of
$63,183, $90,851 and $114,007, and
excluding non-cash compensation of $1,026,
$2,544 and $3,646, respectively) 125,288 174,500 212,221
Cost of equipment 69,398 73,513 84,377
Selling, general and administrative (excluding
depreciation of $13,072, $16,657 and
$16,072 and excluding non-cash
compensation of $7,241, $14,647 and
$17,784, respectively) 181,565 227,970 252,740
Non-cash compensation 8,267 17,191 21,430
Depreciation 76,255 107,508 130,079
Amortization 17,876 19,225 4,926
-----------------------------------------------------------------
Income (loss) from operations (124,740) (79,807) 10,212
Interest expense (55,903) (117,499) (144,086)
Other expense (326) (18,034) (7,693)
Interest and other income 4,957 18,322 6,292
-----------------------------------------------------------------
Loss before taxes (176,012) (197,018) (135,275)
Income tax provision (746) (1,372) (1,365)
-----------------------------------------------------------------
Net loss (176,758) (198,390) (136,640)
-----------------------------------------------------------------
Other comprehensive gain (loss), net of tax:
Cumulative effect of change in
accounting principle - (4,162) -
Unrealized gain (loss) on derivative instruments - (3,498) 2,201
-----------------------------------------------------------------
Comprehensive loss $(176,758) $(206,050) $(134,439)
=================================================================
See accompanying notes to consolidated financial statements.
F-4
Triton PCS, Inc.
Consolidated Statement of Stockholder's Equity (Deficit) and Member's Capital
(Dollars in thousands)
Common Additional
Stock Paid - In Deferred Accumlulated
Shares Amount Capital Compensation AOCI Deficit Total
-----------------------------------------------------------------------------------------
Balance at December 31, 1999 100 $ - $ 531,026 $ (16,852) $ - $ (186,061) $ 328,113
-----------------------------------------------------------------------------------------
Capital contributions from parent - - 266 - - - 266
Deferred compensation - - 33,373 (33,373) - - -
Non-cash compensation - - - 8,032 - - 8,032
Net loss - - - - - (176,758) (176,758)
-----------------------------------------------------------------------------------------
Balance at December 31, 2000 100 $ - $ 564,665 $ (42,193) $ - $ (362,819) $ 159,653
=========================================================================================
Capital contributions from parent - - 105,056 - - - 105,056
Deferred compensation - - 67,852 (67,852) - - -
Non-cash compensation - - - 17,426 - - 17,426
Fair value of cash flow hedges - - - - (7,660) - (7,660)
Net loss - - - - - (198,390) (198,390)
-----------------------------------------------------------------------------------------
Balance at December 31, 2001 100 $ - $ 737,573 $ (92,619) $(7,660) $ (561,209) $ 76,085
=========================================================================================
Capital contributions from parent - 934 - - - 934
Deferred compensation - 3,365 (3,365) - - -
Non-cash compensation - - 21,430 - - 21,430
Fair value of cash flow hedges - - - 2,201 - 2,201
Net loss - - - - (136,640) (136,640)
-----------------------------------------------------------------------------------------
Balance at December 31, 2002 100 $ - $ 741,872 $ (74,554) $(5,459) $ (697,849) $ (35,990)
=========================================================================================
See accompanying notes to consolidated financial statements
F-5
Triton PCS, Inc.
Consolidated Statements of Cash Flows
(Dollars in thousands)
For the Years Ended December 31,
---------------------------------------------------------
2000 2001 2002
---- ---- ----
Cash flows from operating activities:
Net loss $(176,758) $(198,390) $(136,640)
Adjustments to reconcile net loss to net cash provided by (used in)
operating activities:
Depreciation and amortization 94,131 126,733 135,005
Deferred income taxes 272 - -
Accretion of interest 42,688 48,271 53,969
Loss on equity investment - 718 1,761
Bad debt expense 7,763 12,103 18,889
Non-cash compensation 8,267 17,191 21,430
Loss on derivative instruments - 12,924 5,436
Change in operating assets and liabilities
Accounts receivable (29,543) (29,944) (41,454)
Inventory (5,042) (8,165) (33)
Prepaid expenses and other current assets (178) (5,664) (2,562)
Intangible and other assets (1,776) 379 680
Accounts payable 24,102 (11,937) (8,104)
Accrued payroll and liabilities 6,413 3,661 (1,734)
Deferred revenue 3,727 7,908 7,371
Accrued interest 797 18,928 286
Other liabilities 3,032 1,963 (29)
--------- --------- ---------
Net cash provided by (used in) operating activities (22,105) (3,321) 54,271
--------- --------- ---------
Cash flows from investing activities:
Capital expenditures (329,479) (214,713) (165,935)
Proceeds from sale of property and equipment, net - 201 72
Net investments in and advances to non-consolidated entity (16,965) (100,484) (14,922)
Repayments from non-consolidated entity - - 57,873
Acquisition of FCC licenses - - (113,705)
Other - (3,185) (20)
--------- --------- ---------
Net cash used in investing activities (346,444) (318,181) (236,637)
--------- --------- ---------
Cash flows from financing activities:
Proceeds from issuance of subordinated debt, net of discount - 728,995 -
Borrowings under credit facility 182,750 281,000 65,000
Payments under credit facility - (428,750) (42,039)
Change in bank overdraft 4,121 8,595 3,627
Payment of deferred transaction costs (37) (1,142) -
Payment of deferred financing costs (2,050) (1,899) (1,480)
Repayments from (advances to) related-party, net 935 (177) (181)
Capital contribution from parent 266 106,324 934
Principal payments under capital lease obligations (2,070) (1,973) (2,133)
--------- --------- ---------
Net cash provided by financing activities 183,915 690,973 23,728
--------- --------- ---------
Net increase (decrease) in cash and cash equivalents (184,634) 369,471 (158,638)
Cash and cash equivalents, beginning of period 186,251 1,617 371,088
--------- --------- ---------
Cash and cash equivalents, end of period $ 1,617 $ 371,088 $ 212,450
========= ========= =========
See accompanying notes to consolidated financial statements
F-6
TRITON PCS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31, 2000, 2001 and 2002
(1) Summary of Operations and Significant Accounting Policies
Triton PCS, Inc. ("Triton" or the "Company") is a wholly owned subsidiary
of Triton PCS Holdings, Inc. ("Holdings"). Triton PCS Operating Company L.L.C.,
Triton PCS License Company L.L.C., Triton PCS Equipment Company L.L.C., Triton
PCS Property Company L.L.C., Triton PCS Holdings Company L.L.C., Triton
Management Company, Inc., Triton PCS Investment Company L.L.C. and Triton PCS
Finance Company, Inc. are each wholly-owned subsidiaries of Triton. The
consolidated financial statements include the accounts of Triton PCS, Inc. and
its wholly-owned subsidiaries. Triton has no independent assets or operations,
and all of Triton's subsidiaries have fully and unconditionally guaranteed
Triton's 11% senior subordinated discount notes due 2008, its 9 3/8% senior
subordinated notes due 2011 and its 8 3/4% senior subordinated notes due 2011,
on a joint and several basis. All significant intercompany accounts or balances
have been eliminated in consolidation. The Company operates under one segment.
The Company's more significant accounting policies follow:
(a) Nature of Operations
In February 1998, the Company entered into a joint venture with AT&T
Wireless Services, Inc. ("AT&T Wireless") whereby AT&T Wireless contributed to
the Company personal communications services licenses for 20 MHz of authorized
frequencies covering approximately 13.6 million potential subscribers in a
contiguous geographic area encompassing portions of Virginia, North Carolina,
South Carolina, Tennessee, Georgia and Kentucky. As part of this agreement, the
Company was granted the right to be the exclusive provider of wireless mobility
services using equal emphasis co-branding with AT&T Corp. in the Company's
licensed markets (see Note 2).
The Company began generating revenues from the sale of personal
communications services in the first quarter of 1999 as part of its initial
personal communications services network build-out. The Company offers service
in all 37 markets covered its licensed area. As of December 31, 2002, the
Company's network in these markets included 2,218 cell sites and seven switches.
(b) Liquidity and Capital Resources
The construction of the Company's network and the marketing and
distribution of wireless communications products and services have required, and
will continue to require, substantial capital. Capital outlays have included
license acquisition costs, capital expenditures for network construction,
funding of operating cash flow losses and other working capital costs, debt
service and financing fees and expenses. Management estimates that capital
expenditures for network construction will be approximately $120.0 to $140.0
million in 2003. The Company may have additional capital requirements, which
could be substantial for future upgrades for advances in new technology.
The Company's credit facility, as amended, will permit the Company,
subject to various terms and conditions, including compliance with specified
leverage ratios, to borrow an additional $215.0 million as of December 31, 2002,
to finance working capital requirements, capital expenditures, permitted
acquisitions and other corporate purposes. The Company believes that cash on
hand and available credit facility borrowings will be sufficient to meet the
Company's projected capital requirements through 2004, at which time the Company
expects to become free cash flow positive. Although management estimates that
these funds will be sufficient to finance its continued growth, it is possible
that additional funding will be necessary, which could include equity or debt
offerings.
(c) Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities, at the date of
the financial statements and the reported amount of revenues and expenses during
the reporting period. Actual results could differ from those estimates.
(d) Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, demand deposits and short
term investments with initial maturities of three months or less. The Company
maintains cash balances at financial institutions, which at times exceed the
$100,000 FDIC limit. Bank overdraft balances are classified as a current
liability.
(e) Inventory
Inventory, consisting primarily of wireless handsets and accessories held
for resale, is valued at lower of cost or market. Cost is determined by the
first-in, first-out method.
F-7
(f) Property and Equipment
Property and equipment is carried at original cost. Depreciation is
calculated based on the straight-line method over the estimated useful lives of
the assets, which are ten to twelve years for network infrastructure and
equipment and three to five years for office furniture and equipment. In
addition, the Company capitalizes interest on expenditures related to the
build-out of the network. Expenditures for repairs and maintenance are charged
to expense as incurred. When property is retired or otherwise disposed, the cost
of the property and the related accumulated depreciation are removed from the
accounts, and any resulting gains or losses are reflected in the statement of
operations. During the year ended December 31, 2001 and 2002, the Company
incurred charges of $0.2 million and $3.9 million, respectively, as the result
of losses on the sale of property and equipment as well as charges to accelerate
depreciation on certain assets as a result of management's decision not to
complete the construction of certain network infrastructure. These charges are
included in depreciation expense on the statement of operations and
comprehensive loss.
Capital leases are included under property and equipment with the
corresponding amortization included in accumulated depreciation. The related
financial obligations under the capital leases are included in current and
long-term obligations. Capital leases are amortized over the useful lives of the
respective assets.
(g) Construction in Progress
Construction in progress includes expenditures for the design,
construction and testing of the Company's PCS network and also includes costs
associated with developing information systems. The Company capitalizes interest
on certain of its construction in progress activities. When the assets are
placed in service, the Company transfers the assets to the appropriate property
and equipment category and depreciates these assets over their respective
estimated useful lives.
(h) Investment in PCS Licenses
Investments in PCS licenses are recorded at their estimated fair value at
the time of acquisition. As there is an observable market for PCS licenses and
an indefinite life, the Company believes that FCC licenses qualify as indefinite
life intangibles. In accordance with SFAS No. 142, these assets are periodically
reviewed and adjusted for impairment when events and circumstance warrant,
rather than amortized on a straight-line basis over 40 years (See Note 4).
Investments in PCS licenses are tested for impairment annually or more
frequently if events or changes in circumstances indicate that the PCS licenses
may be impaired. The impairment test consists of a comparison of the fair value
with the carrying value.
(i) Deferred Costs
Costs incurred in connection with the negotiation and documentation of
debt instruments are deferred and amortized over the terms of the debt
instruments using the effective interest rate method.
Costs incurred in connection with the issuance and sale of equity
securities are deferred and netted against the proceeds of the stock issuance
upon completion of the transaction. Costs incurred in connection with
acquisitions are deferred and included in the aggregate purchase price allocated
to the net assets acquired upon completion of the transaction.
(j) Long-Lived Assets
The Company periodically evaluates the carrying value of long-lived
assets, other than indefinite-lived intangible assets, when events and
circumstances warrant such review. The carrying value of a long-lived asset is
considered impaired when the anticipated undiscounted cash flows expected to
result from the use and eventual disposition from such assets are less than the
carrying value. In that event, a loss is recognized based on the amount by which
the carrying value exceeds the fair value of the long-lived asset. Fair value is
determined by using the anticipated cash flows discounted at a rate commensurate
with the risk involved.
(k) Investment in and Advances to Non-consolidated Entities
Investment in and advances to non-consolidated entities consists of the
Company's investments and loans to Lafayette Communications Company L.L.C.
("Lafayette"). The Company has a 39% equity investment in Lafayette, and because
the Company does not control Lafayette, the Company accounts for its investment
under the equity method. As the Company has committed to provide further
financial support to Lafayette in order to preserve its business relationship,
the Company recognizes 100% of Lafayette's losses, which arise primarily from
interest costs related to an assumed note payable to the FCC. The carrying value
of the loans made to Lafayette have been adjusted for any losses in excess of
the Company's initial investment.
(l) Deferred Gain on Sale of Property and Equipment
In 1999, Triton sold and transferred 187 of its towers, related assets and
certain liabilities to American Tower Corporation ("ATC"). The purchase price
was $71.1 million, reflecting a price of $380,000 per tower. Triton also entered
into a master lease agreement with ATC, in which Triton has agreed to pay ATC
monthly rent for the continued use of the space that Triton occupied on the
towers prior to the sale.
F-8
The initial term of the lease was for 12 years. The carrying value of the towers
sold was $25.7 million. After deducting $1.6 million of selling costs, the gain
on the sale of the towers was approximately $43.8 million, of which $11.7 was
recognized immediately to reflect the portion of the gain in excess of the
present value of the future minimum lease payments, and $32.1 million was
deferred and is being recognized over operating lease terms. As of December 31,
2002, $3.8 million had been amortized.
(m) Revenue Recognition
Revenues from operations consist of charges to customers for activation,
monthly access, airtime, roaming charges, long-distance charges, and equipment
sales. Revenues are recognized as services are rendered. Unbilled revenues
result from service provided from the billing cycle date to the end of the month
and from other carrier's customers using the Company's systems. Activation
revenue is deferred and recognized over the estimated subscriber's life.
Equipment sales are recognized upon delivery to the customer and reflect charges
to customers for wireless handset equipment purchases.
(n) Income Taxes
Deferred income tax assets and liabilities are recognized for the future
tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred income tax assets and liabilities are measured using statutory
tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled.
(o) Financial Instruments
Derivative financial instruments are accounted for in accordance with SFAS
No. 133. Derivatives, which qualify as a cash flow hedge, are reflected on the
balance sheet at their fair market value and changes in their fair value are
reflected in Accumulated Other Comprehensive Income and reclassified into
earnings as the underlying hedge items affect earnings. Financial instruments,
which do not qualify as a cash flow hedge, are reflected on the balance sheet at
their fair market value and changes in their fair value are recorded as other
income or expense on the income statement (see Note 9).
(p) Advertising Costs
The Company expenses advertising costs when the advertisement occurs.
Total advertising expense amounted to $43.1 million in 2000, $36.3 million in
2001 and $35.2 million in 2002.
(q) Concentrations of Credit Risk
Financial instruments, which potentially subject the Company to
concentration of credit risk, consist principally of cash, cash equivalents and
accounts receivable. The Company's credit risk is managed through
diversification and by investing its cash and cash equivalents in high-quality
investment holdings.
Concentrations of credit risk with respect to accounts receivable are
limited due to a large customer base. Initial credit evaluations of customers'
financial condition are performed and security deposits are obtained for
customers with a higher credit risk profile. The Company maintains reserves for
potential credit losses.
(r) Stock Compensation
The Company accounts for Holdings' stock compensation under the intrinsic
value method of APB Opinion 25 (see Note 3 for a description of Holdings' stock
compensation plans). Pro forma compensation expense is calculated for the fair
value of stock compensation using the Black-Scholes model for stock issued under
Holdings' employee stock purchase plan. Assumptions, for the year ended December
31, 2002 include an expected life of three months, weighted average risk-free
interest rate between 1.6% - 1.8%, a dividend yield of 0.0% and expected
volatility between 42% - 141%. Had compensation expense for Holdings' grants of
stock-based compensation been determined consistent with SFAS No. 123, the pro
forma net loss and per share net loss would have been:
December 31,
------------------------------------------
2000 2001 2002
------------------------------------------
(Dollars in thousands)
Net loss as reported $(176,758) $(198,390) $(136,640)
Add: stock-based employee compensation expense
included in reported net loss, net of related tax effects 8,267 17,191 21,430
Deduct: total stock-based employee compensation expense
determined under fair value based method for all awards,
net of related tax effects (8,469) (17,466) (21,712)
Pro forma net loss (176,960) (198,665) (136,922)
F-9
(s) Reclassifications
Certain reclassifications have been made to prior period financial
statements to conform to the current period presentation.
(t) New Accounting Pronouncements
In June of 2001, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 143, "Accounting for Obligations
Associated with the Retirement of Long-Lived Assets". SFAS No. 143 requires
entities to record the fair value of a liability for an asset retirement
obligation in the period in which it is incurred and capitalize that amount as
part of the book value of the long-lived asset. Over time, the liability is
accreted to its present value each period, and the capitalized cost is
depreciated over the useful life of the related asset. Upon settlement of the
liability, an entity either settles the obligation for its recorded amount or
incurs a gain or loss upon settlement. This statement is effective for financial
statements for fiscal years beginning after June 15, 2002. The Company has
certain legal obligations, principally related to leased cell site properties,
which fall within the scope of SFAS No. 143. These legal obligations include
obligations to remediate leased property on which cell sites are located. In
conjunction with the adoption of SFAS No. 143 effective January 1, 2003, the
Company did not record asset retirement obligations for network infrastructure
assets subject to the provisions of this statement as the fair value of the
obligations could not reasonably be estimated. Management believes that
uncertainty as to the eventual settlement of legal obligations exists due to
trends in the wireless communications industry, including the rapid growth in
minutes of use on wireless networks, increasing subscriber penetration and
deployment of advanced wireless data technologies. Therefore, these factors
increase the probability that third parties would not contractually enforce
their remediation rights related to the sites. Based on the combination of these
industry trends and the Company's limited experience in removing sites, it is
not probable that any sites will be removed in the foreseeable future and
require remediation. Therefore, sufficient information to estimate a range of
potential settlement dates is not available. In accordance with SFAS No. 143,
the Company will not recognize a liability until such information becomes known.
In April 2002, the Financial Accounting Standards Board issued SFAS No.
145, "Rescission of FASB Statements No. 4, 44 and 64, Amendment of SFAS No. 13
and Technical Corrections as of April of 2002". SFAS No. 145 primarily
addresses: (i) the income statement classification of gains or losses from the
extinguishment of debt as ordinary or extraordinary and (ii) the treatment of
certain lease modifications with sale-leaseback accounting when they have an
economic effect similar to a sale-leaseback agreement. The provisions of SFAS
No. 145 are effective for fiscal years beginning after May 15, 2002. Any gain or
loss on extinguishment of debt that was classified as an extraordinary item in
prior periods presented that does not meet the criteria in Accounting Principles
Board Opinion No. 30 for classification as an extraordinary item shall be
reclassified. Early application of the provisions of this Statement related to
the rescission of SFAS No. 4 is encouraged. As such, the Company has
reclassified an extraordinary loss on the extinguishment of debt in 2001 to
other expense. Management does not believe further implementation of this
statement will have a material impact on the Company's financial position or
results of operations.
In June 2002, the Financial Accounting Standards Board issued SFAS No.
146, "Accounting for Costs Associated with Exit or Disposal Activities". SFAS
No. 146 nullifies EITF 94-3 "Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity". The principle
difference between SFAS No. 146 and EITF 94-3 relates to SFAS No. 146's
requirements for recognition of a liability for a cost associated with an exit
or disposal activity. SFAS No. 146 requires that a liability for a cost
associated with an exit or disposal activity be recognized when the liability is
incurred. Under EITF 94-3, a liability for an exit cost as generally defined in
EITF 94-3 was recognized at the date of an entity's commitment to an exit plan.
A fundamental conclusion reached by the FASB in this statement is that an
entity's commitment to a plan, by itself, does not create an obligation that
meets the definition of a liability. Therefore, this statement eliminates the
definition and requirements for recognition of exit costs in EITF 94-3. This
statement also establishes that fair value is the objective for initial
measurement of the liability. The provisions of SFAS No. 146 are effective for
fiscal years beginning after December 31, 2002. Management will apply this
statement to the accounting for all prospective exit or disposal activities.
In December 2002, the Financial Accounting Standards Board issued SFAS No.
148, "Accounting for Stock Based Compensation-Transition and Disclosure ". SFAS
No. 148 amends SFAS No. 123 "Accounting for Stock Based Compensation". SFAS No.
148 primarily (i) provides an alternative method of transition for a voluntary
change to the fair value based method of accounting for stock- based employee
compensation and (ii) requires prominent disclosures in both annual and interim
financial statements about the method of accounting for stock-based employee
compensation and the effect of the method used on reported results. The
provisions of SFAS No. 148 are effective for the fiscal years beginning after
December 15, 2002. The Company will disclose its method of accounting for
stock-based employee compensation and the effect of the method used on reported
results in future financial statements.
In February 2003, the Emerging Issues Task Force issued EITF 00-21
"Revenue Arrangements with Multiple Deliverables." EITF 00-21 primarily
addresses certain aspects of the accounting by a vendor for arrangements under
which it will perform multiple revenue-generating activities. Specifically, it
addresses how to determine whether an arrangement involving multiple
deliverables contains more than one unit of accounting. In applying EITF 00-21,
separate contracts with the same entity or related parties that are entered into
at or near the same time are presumed to have been negotiated as a package and
should, therefore, be evaluated as a single arrangement in considering whether
there are one or more units of accounting. That presumption may be overcome if
there is sufficient evidence to the contrary. EITF 00-21 also addresses how
arrangement consideration should be measured and allocated to the separate units
of accounting in the arrangement. The provisions of EITF 00-21 are effective for
revenue arrangements entered into in fiscal periods beginning after June 15,
2003. Management is currently evaluating the impact this statement will have on
the Company's financial position or results of operations.
F-10
In February 2003, the Emerging Issues Task Force issued EITF 02-16
"Accounting by a Customer (including a Reseller) for Certain Consideration
Received from a Vendor". Issue 1 of EITF 02-16 primarily addresses the
circumstances under which cash consideration received from a vendor by a
reseller should be considered (a) an adjustment of the prices of the vendor's
products or services and, therefore, characterized as a reduction of cost of
sales when recognized in the reseller's income statement, (b) an adjustment to a
cost incurred by the reseller and, therefore, characterized as a reduction of
that cost when recognized in the reseller's income statement, or (c) a payment
for assets or services delivered to the vendor and, therefore, characterized as
revenue when recognized in the reseller's income. The provisions of Issue 1 of
EITF 02-16 are effective for fiscal periods beginning after December 15, 2002.
Issue 2 of EITF 02-16 addresses vendors offering a customer a rebate or refund
of a specified amount of cash consideration that is payable only if the customer
completes a specified cumulative level of purchases or remains a customer for a
specified time period, when the customer should recognize the rebate and how the
customer should measure the amount of the offer. The provisions of Issue 2 of
EITF 02-16 are effective for all arrangements entered into after November 1,
2002. Management does not believe that this statement will have a material
impact on the Company's financial position or results of operations.
In January 2003, FASB issued FASB Interpretation No. 46 "Consolidation of
Variable Interest Entities" ("FIN 46"). FIN 46 requires a variable interest
entity to be consolidated by a company if that company is subject to a majority
of the risk of loss from the variable interest entity's activities or entitled
to receive a majority of the entity's residual returns or both. FIN 46 also
requires disclosures about variable interest entities that a company is not
required to consolidate but in which it has a significant variable interest. The
consolidation requirements of FIN 46 apply immediately to variable interest
entities created after January 31, 2003. The consolidation requirements apply to
existing entities in the first fiscal year or interim period beginning after
June 15, 2003. Certain of the disclosure requirements apply in all financial
statements issued after January 31, 2003, regardless of when the variable
interest entity was established. The Company is currently evaluating the impact
of FIN 46 on its financial statements and related disclosures but does not
expect that there will be any material impact.
(2) AT&T Transaction
On October 8, 1997, Triton entered into a Securities Purchase Agreement
with AT&T Wireless PCS LLC (as successor to AT&T Wireless PCS, Inc.) ("AT&T
Wireless PCS") and the stockholders of Triton, whereby Triton was to become the
exclusive provider of wireless mobility services in the AT&T Southeast region.
On February 4, 1998, Triton executed a Closing Agreement with AT&T
Wireless PCS and the other stockholders of Triton finalizing the transactions
contemplated in the Security Purchase Agreement. Under the Closing Agreement,
Triton issued 732,371 shares of Series A convertible preferred stock and 366,131
shares of Series D convertible preferred stock to AT&T Wireless PCS in exchange
for 20 MHz A and B block PCS licenses covering certain areas in the southeastern
United States and the execution of certain related agreements, as further
described below. The fair value of the FCC licenses was $92.8 million. This
amount is substantially in excess of the tax basis of such licenses, and
accordingly, the Company recorded a deferred tax liability, upon the closing of
the transaction.
In connection with Holdings' initial public offering in 1999, stockholders
of Triton exchanged their securities for securities of Holdings with
substantially identical rights. In accordance with the Closing Agreement, the
Company and AT&T Wireless PCS and the other stockholders of Holdings consented
to executing the following agreements:
(a) Stockholders' Agreement
The Stockholders' Agreement expires on February 4, 2009. The agreement was
amended and restated on October 27, 1999 in connection with Holdings initial
public offering and includes the following sub-agreements:
Resale Agreement - The Company is required to enter into a Resale
Agreement at the request of AT&T Wireless PCS, which provides AT&T Wireless PCS
with the right to purchase and resell on a nonexclusive basis access to and
usage of the Company's services in the Company's Licensed Area. The Company will
retain the continuing right to market and sell its services to customers and
potential customers in competition with AT&T Wireless PCS.
Exclusivity - None of Holdings' stockholders who are party to the
Stockholders' Agreement will provide or resell, or act as the agent for any
person offering, within the defined territory wireless mobility
telecommunications services initiated or terminated using frequencies licensed
by the FCC and Time Division Multiple Access or, in certain circumstances such
as if AT&T Wireless PCS and its affiliates move to a successor technology in a
majority of the defined southeastern region, a successor technology ("Company
Communications Services"), except AT&T Wireless PCS and its affiliates may (i)
resell or act as agent for the Company in connection with the provision of
Company Communications Services, (ii) provide or resell wireless
telecommunications services to or from certain specific locations, and (iii)
resell Company Communications Services for another person in any area where the
Company has not placed a system into commercial service, provided that AT&T
Wireless PCS has provided the Company with prior written notice of AT&T Wireless
PCS's intention to do so and only dual band/dual mode phones are used in
connection with such resale activities.
F-11
Additionally, with respect to the markets listed in the Roaming Agreement,
Holdings and AT&T Wireless PCS agreed to cause their respective affiliates in
their home carrier capacities to program and direct the programming of customer
equipment so that the other party in its capacity as the serving carrier is the
preferred provider in such markets, and refrain from inducing any of its
customers to change such programming.
Build-out - The Company is required to conform to certain requirements
regarding the construction of the Company's PCS system. In the event that the
Company breaches these requirements, AT&T Wireless may terminate its exclusivity
provisions. This provision has been satisfied.
Disqualifying Transactions - In the event of a merger, asset sale or
consolidation, as defined, involving AT&T Corp. (or its affiliates) and another
person that derives from telecommunications businesses annual revenues in excess
of $5.0 billion, derives less than one third of its aggregate revenues from
wireless telecommunications, and owns FCC licenses to offer wireless mobility
telecommunications services to more than 25% of the population within the
Company's territory, AT&T Wireless PCS and Holdings have certain rights. AT&T
Wireless PCS may terminate its exclusivity in the territory in which the other
party overlaps that of the Company. In the event that AT&T Wireless PCS proposes
to sell, transfer or assign to a non-affiliate its PCS system owned and operated
in the Charlotte, NC; Atlanta, GA; Baltimore, MD; and Washington, DC, basic
trading areas, then AT&T Wireless PCS will provide the Company with the
opportunity for a 180 day period to have AT&T Wireless PCS jointly market the
Company's licenses that are included in the major trading area that AT&T
Wireless PCS is requesting to sell.
(b) License Agreement
Pursuant to a Network Membership License Agreement, dated February 4, 1998
(as amended, the "License Agreement"), between AT&T Corp. and the Company, AT&T
Corp. granted to the Company a royalty-free, nontransferable, nonsublicensable,
limited right, and license to use certain licensed marks (the "Licensed Marks")
solely in connection with certain licensed activities. The Licensed Marks
include the logo containing the AT&T and globe design and the expression
"Member, AT&T Wireless Services Network". The License Agreement also grants to
the Company the right and license to use Licensed Marks on certain permitted
mobile phones. The licensed activities include (i) the provision to end-users
and resellers, solely within the defined territory, of Company Communications
Services on frequencies licensed to the Company for Commercial Mobile Radio
Services ("CMRS") provided in accordance with the AT&T PCS contributed licenses
and permitted cellular licenses (collectively, the "Licensed Services") and (ii)
marketing and offering the Licensed Services within the defined territory.
The License Agreement had an initial five-year term, which expired on
February 4, 2003. The agreement was renewed for an additional one year period
and will be renewed for an additional five year term if AT&T Corp. notifies the
Company of its desire to renew, and the Company agrees to renew the License
Agreement. The license may be terminated at any time in the event of the
Company's significant breach, including the Company's misuse of any Licensed
Marks, the Company's license or assignment of any of the rights in the License
Agreement, the Company's failure to maintain AT&T quality standards or if the
Company experiences a change of control. The License Agreement, along with the
Exclusivity and Resale Agreements, had a fair value of $20.3 million with an
estimated useful life of 10 years. Amortization commenced upon the effective
date of the Agreements.
(c) Roaming Agreement
Pursuant to the Intercarrier Roamer Service Agreement, dated as of February
4, 1998 (as amended, the "Roaming Agreement"), between AT&T Wireless and the
Company, each of AT&T Wireless and the Company have agreed to provide (each in
its capacity as serving provider, the "Serving Carrier") wireless mobility
radiotelephone service for registered customers of the other party's (the "Home
Carrier") customers while such customers are out of the Home Carrier's
geographic area and in the geographic area where the Serving Carrier (itself or
through affiliates) holds a license or permit to construct and operate a
wireless mobility radio/telephone system and station. Each Home Carrier whose
customers receive service from a Serving Carrier shall pay to such Serving
Carrier 100% of the Serving Carrier's charges for wireless service and 100% of
pass-through charges (i.e., toll or other charges).
The fair value of the Roaming Agreement, as determined by an independent
appraisal, was $5.5 million, with an estimated useful life of 20 years.
Amortization commenced upon the effective date of the agreement.
On October 4, 2002 AT&T Wireless Service and the Company entered into a
supplement to their Roaming Agreement. The supplement primarily provides
pricing, which rates shall be kept reasonably competitive in each geographic
area, for the use of one party's Global Systems for Mobile Communications/
General Packet Radio Service, referred to as GSM/GPRS, network by another
party's GSM/GPRS subscribers. The supplement has a four-year term and, unless
either party provides the other with no less than 90 days notice prior to the
expiration of the initial four-year term, thereafter continues month-to-month
subject to termination by either party on 90 days notice.
(3) Stock Compensation and Employee Benefits
Restricted Awards:
Holdings has made grants of restricted stock to provide incentive to key
employees and non-management directors and to further align the interests of
such individuals with those of its stockholders. Grants of restricted stock
generally are made annually under the stock and incentive plan and deferred
compensation is recorded for these awards based upon the stock's fair value at
the date of issuance. Grants vest over a four to five year period. The following
table summarizes Holdings' restricted stock activity in 2000, 2001 and 2002
respectively:
F-12
Deferred Incentive Plan Incentive Plan Average
(Dollars in Thousands, Except Share Amounts) Compensation Shares Available Shares Issued Grant Price
-------------------------------------------- ------------ ---------------- ------------- -----------
----------------------------------------------------------------------------------------------------------------
January 1, 2000 $ 16,852 2,371,601 1,082,894
----------------------------------------------------------------------------------------------------------------
Restricted stock grants $ 35,700 (678,473) 678,473 $51.83
Restricted stock forfeitures ($2,327) 137,301 (137,301)
Amortization of deferred compensation ($8,032)
----------------------------------------------------------------------------------------------------------------
December 31, 2000 $ 42,193 1,830,429 1,624,066
----------------------------------------------------------------------------------------------------------------
Additional Incentive Plan shares authorized 1,500,000
Restricted stock grants $ 74,985 (1,904,505) 1,904,505 $39.37
Restricted stock forfeitures ($7,133) 250,921 (250,921)
Amortization of deferred compensation ($17,426)
----------------------------------------------------------------------------------------------------------------
December 31, 2001 $ 92,619 1,676,845 3,277,650
----------------------------------------------------------------------------------------------------------------
Restricted stock grants $ 7,379 (845,070) 845,070 $ 8.33
Restricted stock forfeitures ($4,014) 135,617 (135,617)
Amortization of deferred compensation ($21,430)
----------------------------------------------------------------------------------------------------------------
December 31, 2002 $ 74,554 967,392 3,987,103
----------------------------------------------------------------------------------------------------------------
Holdings has entered into Director Stock Award Agreements with its four
directors considered to be independent under current New York Stock Exchange
rules - Scott I. Anderson, John D. Beletic, Arnold L. Chavkin and Rohit M.
Desai. Each independent director received an award of 11,250 shares of Class A
common stock for service on the Board of Directors and an additional 6,250
shares for service on each of the audit committee and compensation committee.
Accordingly, Mr. Anderson and Mr. Beletic each received total awards of 17,500
shares under agreements dated as of June 24, 2002, recognizing their service on
the audit committee and the compensation committee, respectively, and Mr.
Chavkin and Mr. Desai each received a total award of 23,750 shares under
agreements dated as of July 1, 2002, recognizing their service on both
committees. Each award vests in equal installments over a five-year period, with
the first installment vesting on June 1, 2003, and the awards vest under certain
circumstances involving a change of control. Deferred compensation of
approximately $0.3 million was recorded based on the market value at the date of
grant. Upon each director's termination of service as a member of Triton's Board
of Directors for any reason, the director has agreed to forfeit any unvested
shares, subject to the exception that if the director is not nominated to serve
as a member of the Board of Directors when his term expires or if nominated,
does not receive the requisite vote to be elected, the director will be deemed
to have served on the Board of Directors as of the vesting date closest to the
relevant annual meeting of Holdings' stockholders.
401(k) Savings Plan:
The Company's management subsidiary sponsors a 401(k) savings plan (the
"Savings Plan") which permits employees to make contributions to the Savings
Plan on a pre-tax salary reduction basis in accordance with the Internal Revenue
Code. Substantially all full-time employees are eligible to participate in the
next quarterly open enrollment after 90 days of service. The Company matches a
portion of the voluntary employee contributions. The cost of the Savings Plan
charged to expense was $944,000 in 2000, $1,172,000 in 2001 and $1,303,000 in
2002.
Employee Stock Purchase Plan:
Holdings commenced an Employee Stock Purchase Plan (the "Plan") on January
1, 2000. Under the terms of the Plan, during any calendar year there are four
three-month offering periods beginning January 1st, April 1st, July 1st and
October 1st, during which employees can participate. The purchase price is
determined at the discretion of the Stock Plan Committee but shall not be less
than the lesser of: (i) 85% of the fair market value on the first business day
of each offering period or (ii) 85% of the fair market value on the last
business day of the offering period. Holdings issued 21,460 shares of Class A
common stock, at an average per share price of $34.01, in 2000; 38,167 shares of
Class A common stock, at an average per share price of $26.69 in 2001; and
202,704 shares of Class A common stock, at an average per share price of $4.52
in 2002. Holdings also issued 36,504 shares of Class A common stock, at a per
share price of $1.57 in January 2003, and following this issuance, Holdings has
440 shares available under the Plan.
(4) Intangible Assets
On January 1, 2002, the Company adopted SFAS No. 142, "Goodwill and Other
Intangible Assets". With the adoption of SFAS No. 142, FCC licenses, which are
categorized as an asset with an indefinite life, are no longer subject to
amortization. As an asset with an indefinite
F-13
life, the licenses are subject to at least an annual assessment for impairment.
All of the Company's FCC licenses are aggregated for the purpose of performing
the impairment test as they are operated as a single asset, and, as such are
essentially inseparable form one another. The Company has evaluated these
assets, and based upon a discounted future cash flows model, the FCC licenses
are not impaired. As of January 1, 2002, the Company had recorded a net asset of
approximately $255.7 million for its FCC licenses.
The elimination of FCC license amortization would have reduced net loss by
approximately $6.9 million for the years ended December 31, 2000 and 2001. The
pro forma net loss below are shown as if the provisions of SFAS No. 142 were in
effect for fiscal 2000 and 2001.
December 31,
---------------------------------------
2000 2001 2002
--------------------------------------
(Dollars in thousands) Pro forma Pro forma Actual
----------- ----------- ----------
Net Loss:
Reported net loss ($176,758) ($198,390) ($136,640)
Add back: FCC license amortization 6,936 6,943 --
----------- ----------- ----------
Adjusted net loss ($169,822) ($191,447) ($136,640)
----------- ----------- ----------
During the year ended December 31, 2002, the Company acquired the following
additional spectrum as part of its current network overlay preparation for
GSM/GPRS service offerings.
During the second quarter of 2002, Triton consummated two license purchase
agreements for an aggregate purchase price of approximately $22.6 million.
First, Virginia PCS Alliance, L.C. disaggregated its personal communications
services C-block license for the Charlottesville, Virginia and Winchester,
Virginia basic trading areas by selling the Company 10 MHz of spectrum in each
market. Second, AT&T Wireless PCS, LLC partitioned and disaggregated its
broadband personal communications services A-block license for the Atlanta major
trading area by selling the Company 20 MHz of spectrum for Bulloch County,
Georgia and Screven County, Georgia.
On September 30, 2002, Triton acquired nine personal communication service
licenses from Lafayette Communications Company L.L.C. for an aggregated fair
value of approximately $21.7 million. Theses licenses cover populations of
approximately 2.9 million people in several of our Georgia, Tennessee and
Virginia markets.
On November 15, 2002, Triton acquired personal communication service
licenses in Richmond, Norfolk and Roanoke, Virginia from AT&T Wireless PCS,
L.L.C., for approximately $65.1 million. The three 10 MHz A-block licenses for
the Richmond, Norfolk and Roanoke basic trading areas cover approximately 3.7
million people.
On November 22, 2002, Triton acquired a 10 MHz personal communication
service license in Fayetteville, North Carolina from Northcoast Communications,
LLC for approximately $5.6 million.
December 31,
-------------------- Amortizable
2001 2002 Lives
-------- -------- -------------
(Dollars in thousands)
PCS Licenses $278,017 $392,922 Indefinite
AT&T agreements 26,026 26,026 10-20 years
Subscriber lists 20,000 -- 3.5 years
Bank financing 16,225 17,706 8.5-10 years
Exclusivity agreement 2,451 2,964 1-3 years
Trademark 64 64 40 years
Other 3,337 3,357 1-10 years
-------- --------
346,120 443,039
Less: accumulated amortization (62,273) (47,790)
-------- --------
Intangible assets, net $283,847 $395,249
======== ========
F-14
Amortization for the years ended December 31, 2000, 2001 and 2002 totaled
$17.5 million, $23.8 million and $7.5 million, respectively. Estimated aggregate
amortization of intangibles is as follows:
(000s)
-------------------------------
2003 $5,223
2004 4,267
2005 4,169
2006 3,733
2007 3,004
(5) Long-Term Debt
December 31,
-------------------------
2001 2002
-------------------------
(Dollars in thousands)
Bank credit facility $ 185,000 $ 207,961
Senior subordinated debt 1,167,338 1,219,720
Capital lease obligation 4,594 2,751
---------- ----------
1,356,932 1,430,432
Less current portion of long-term debt 12,641 17,169
---------- ----------
Long-term debt $1,344,291 $1,413,263
========== ==========
Interest expense, net of capitalized interest was $55.9 million, $117.5 million
and $144.1 million for the years ended December 31, 2000, 2001 and 2002,
respectively. The Company capitalized interest of $9.5 million, $5.9 million and
$4.2 million in the years ended December 31, 2000, 2001 and 2002 respectively.
The weighted average interest rate for total debt outstanding during 2001 and
2002 was 9.43% and 9.69% respectively. The average rate at December 31, 2001 and
2002 was 9.58% and 9.70%, respectively. The Company is in compliance with all
required covenants as of December 31, 2002. Aggregate maturities are as follows:
(000s)
-------------------------------
2003 $17,169
2004 20,868
2005 24,965
2006 53,180
2007 94,530
Thereafter 1,219,720
-------------------------------
Total 1,430,432
-------------------------------
(6) Bank Credit Facility
On February 3, 1998, Triton and Holdings (collectively referred to as the
"Obligors") entered into a credit agreement with certain banks and other
financial institutions, to establish a senior secured bank credit facility (the
"Facility"). The credit agreement was amended and restated on September 22, 1999
and September 14, 2000. The second amended and restated credit agreement was
amended in September 2001, February 2002, March 2002, October 2002 and February
2003 (as so amended, the "Credit Agreement").
On November 14, 2001, the Company completed the private sale of $400.0
million aggregate principal amount of 8 3/4% senior subordinated notes due 2011.
The net proceeds of the 8 3/4% notes were approximately $390.0 million, which
were utilized to pay down a portion of the Facility. As a result of the
early-extinguishment of the Facility, approximately $4.0 million of related
unamortized deferred financing costs were written-off as a loss included in
other non-operating expense.
On February 20, 2002, the Obligors entered into a second amendment to the
second amended and restated credit agreement. As part of the second amendment,
various maturity dates were revised under the Facility as follows: the maturity
dates of each of the Tranche A, C and D term loans and of the Revolving Facility
were changed from August 2006 to May 2006. The maturity date of the Tranche B
term loan was changed from May 2007 to February 2007.
On March 8, 2002, the Obligors entered into a third amendment to the second
amended and restated credit agreement. The third amendment created a $125.0
million Tranche E term loan maturing in February 2007.
F-15
On October 16, 2002, the Obligors entered into a fourth amendment to the
second amended and restated credit agreement to provide greater flexibility in
the total leverage and interest coverage covenant requirements. No other
material terms or conditions for the credit agreement were changed and the
Obligors did not incur any fees related to this transaction. In exchange for the
covenant changes, the Obligors agreed to reduce the facility by $50.0 million.
The commitment reduction consisted of a $30.0 million repayment of outstanding
borrowings and a $20.0 million reduction in unfunded commitments.
The Facility provides for (i) a Tranche A term loan, which matures in May
2006, (ii) a Tranche B term loan, which matures in February 2007, (iii) a
Tranche C term loan, which matures in May 2006, (iv) a Tranche D term loan,
which matures in May 2006, (v) a Tranche E term loan, which matures in February
2007 and (vi) a $100 million revolving credit facility (the "Revolving
Facility"), which matures in May 2006.
As of December 31, 2002, Triton had current outstanding borrowings of (i)
$10.8 million under the Tranche A term loan, (ii) $123.1 million under the
Tranche B term loan, (iii) $10.8 million under the Tranche C term loan, and (iv)
$63.3 million under the Tranche D term loan. As of December 31, 2002, the
Company had $215.0 million of undrawn funds available under the Facility
including (i) $100.0 million of the Revolving Facility, and (ii) $115.0 million
under the Tranche E term loan.
The lenders' commitment to make loans under the Revolving Facility
automatically and permanently reduce, beginning in August 2004, in eight
quarterly reductions (the amount of each of the first two reductions, $5.0
million, the next four reductions, $10.0 million, and the last two reductions,
$25.0 million). The Obligors began repaying the Tranche A, Tranche C and Tranche
D term loans during February 2002. After giving consideration to the commitment
reduction that took place during October 2002 in conjunction with the fourth
amendment to the credit facility, fourteen consecutive quarterly installments
remain (the aggregate amount of the first four remaining installments are
approximately $3,534,000, the next four installments, approximately $4,713,000,
the next four installments, approximately $5,891,000, and the last two
installments, approximately $14,138,000). The Obligors began repaying the
Tranche B term loan during February 2002. Seventeen consecutive quarterly
installments remain (the amount of the first twelve remaining installments are
approximately, $311,000, the next four installments, approximately $6,219,000,
and the last installment, approximately $94,527,000). If drawn, the Tranche E
term loan is required to be repaid in sixteen consecutive quarterly
installments, beginning in May 2003 (the amount of the first eleven
installments, $287,500, the next four installments, $5,750,000, and the last
installment, $88,837,500).
Loans accrue interest, at the Obligor's option, at (i) (a) the Adjusted
LIBOR rate (as defined in the Credit Agreement) plus (b) the Applicable Margin
(as defined in the Credit Agreement) (loans bearing interest described in (i),
"Eurodollar Loans") or (ii) (a) the higher of (1) the Administrative Agent's
prime rate or (2) the Federal Funds Effective Rate (as defined in the Credit
Agreement) plus 0.5%, plus (b) the Applicable Margin (loans bearing interest
described in (ii), "ABR Loans"). The Applicable Margin means, with respect to
the Tranche B and E Term Loans, 2.00% per annum, in the case of an ABR Loan, and
3.00% per annum, in the case of a Eurodollar Loan; with respect to the Tranche
A, C and D term loans and the Revolving Facility, a rate between 0.0% and 1.25%
per annum, depending upon the Obligor's leverage ratio (the ratio of
end-of-period debt to earnings before interest, taxes, depreciation,
amortization and non-cash compensation ("Adjusted EBITDA")) in the case of an
ABR Loan, and a rate between 1.00% and 2.25% per annum (depending upon the
Obligor's leverage ratio), in the case of a Eurodollar Loan. A per annum rate
equal to 2% plus the rate otherwise applicable to any such loan will be assessed
on past due principal amounts, and accrued interest payable in arrears.
The Facility provides for an annual commitment fee of between 0.375% and
0.50% to be paid on undrawn commitments under the Tranche A, C, D and E Term
Loans and the Revolving Facility (depending on the Obligor's leverage ratio).
The Obligors incurred commitment fees of approximately $3 million in 2000, $1
million in 2001 and $1 million in 2002. Under the Facility, the Obligors must
also fix or limit the interest cost with respect to at least 50% of their total
outstanding indebtedness. At December 31, 2002, approximately 100% of the
outstanding debt was fixed.
All obligations of the Obligors under the Facility are unconditionally and
irrevocably guaranteed by each existing and subsequently acquired or organized
domestic subsidiary of Triton. Borrowings under the Facility, and any related
hedging contracts provided by the lenders thereunder, are collateralized by a
first priority lien on substantially all of the assets of Triton and each
existing and subsequently acquired or organized domestic subsidiary of Triton,
including a first priority pledge of all the capital stock held by Holdings, or
any of its subsidiaries, provided that the pledge of shares of foreign
subsidiaries may be limited to 65% of the outstanding shares of such foreign
subsidiaries. The PCS licenses will be held by one or more single purpose
subsidiaries of Triton and will not be pledged to secure the obligations of
Triton under the Facility, although the equity interests of such subsidiaries
will be pledged thereunder. Each single purpose subsidiary will not be allowed
by Triton to incur any liabilities or obligations other than the guarantee of
the Facility issued by it, the security agreement entered into by it in
connection with the Facility, guarantees relating to permitted subordinated
debt, and, in the case of any single purpose subsidiary established to hold real
estate, liabilities incurred in the ordinary course of business of such
subsidiary which are incident to being the lessee of real property of the
purchaser, owner or lessee of equipment, and taxes and other liabilities
incurred in the ordinary course in order to maintain its existence.
The Facility contains financial and other covenants, customary for a
facility of this type, including covenants relating to the amount of
indebtedness that Triton may incur (including customary representations,
warranties, indemnities and conditions precedent to borrowing), limitations on
dividends, distributions (including distributions from Triton to Holdings),
redemptions and repurchases of capital stock, and events of default. As of
December 31, 2002, Triton was in compliance with all debt covenants.
F-16
The Term Loans are required to be prepaid in an aggregate amount equal to
(i) 50% of excess cash flow of each fiscal year commencing with the fiscal year
ending December 31, 2001, (ii) 100% of the net proceeds of asset sales, outside
the ordinary course of business, or which are otherwise exempted, (iii) 100% of
unused insurance proceeds, as defined in the Credit Agreement, and (iv) 100% of
net cash proceeds received from additional debt issuance, over and above the
first $150.0 million (senior and/or subordinated) which Triton may subsequently
incur unless, after giving effect to such issuance(s), (a) Triton's ratio of
senior debt to Adjusted EBITDA is less than 5 to 1 and (b) Triton is in pro
forma compliance with required Credit Agreement covenants.
Loans under the Facility are available to fund capital expenditures related
to the construction of Triton's network, the acquisition of related businesses,
working capital needs of Triton, subscriber acquisition costs, investments in
bidding entities and other permitted business activities, as defined in the
Credit Agreement. All indebtedness under the Facility constitutes debt which is
senior to Triton's 11% Senior Subordinated Discount Notes due 2008, 9 3/8%
Senior Subordinated Notes due 2011 and 8 3/4% Senior Subordinated Notes due
2011.
See Note 16, "Subsequent Events", for additional events relating to the
Facility.
(7) Subordinated Debt
11% Senior Subordinated Discount Notes
On May 4, 1998, Triton completed a private offering of $512.0 million
principal amount at maturity of 11% Senior Subordinated Discount Notes due 2008
(the "11% Notes"), pursuant to Rule 144A and Regulation S of the Securities Act
of 1933, as amended (the "Securities Act"). The net proceeds of the offering
(after deducting the initial purchasers' discount of $9.0 million) were
approximately $291.0 million.
Commencing on November 1, 2003, cash interest will be payable semiannually.
Each 11% Note was offered at an original issue discount. Although cash interest
will not be paid prior to May 1, 2003, the original issue discount will accrue
from the issue date to May 1, 2003.
The 11% Notes may be redeemed at the option of Triton, in whole or in part,
at various points in time after May 1, 2003 at redemption prices specified in
the indenture governing the 11% Notes plus accrued and unpaid interest, if any.
The 11% Notes are guaranteed on a joint and several basis by all of the
subsidiaries of Triton but are not guaranteed by Holdings. The guarantees are
unsecured obligations of the guarantors and are subordinated in right to the
full payment of all senior debt under the Facility, including all of their
obligations as guarantors thereunder.
Upon a change in control, each holder of the 11% Notes may require Triton
to repurchase such holder's 11% Notes, in whole or in part, at a purchase price
equal to 101% of the accreted value thereof or the principal amount at maturity,
as applicable, plus accrued and unpaid interest to the purchase date.
All outstanding principal and interest of the 11% Notes mature and require
complete repayment on May 1, 2008.
9 3/8% Senior Subordinated Notes
On January 19, 2001, Triton completed a private offering of $350.0 million
principal amount of 9 3/8% Senior Subordinated Notes due 2011 (the "9 3/8%
Notes"), pursuant to Rule 144A and Regulation S of the Securities Act. The net
proceeds of the offering (after deducting the initial purchasers' discount of
approximately $9.2 million) were approximately $337.5 million.
Cash interest is payable semiannually on August 1 and February 1.
The 9 3/8% Notes may be redeemed at the option of Triton, in whole or in
part, at various points in time after February 1, 2006 at redemption prices
specified in the indenture governing the 9 3/8% Notes plus accrued and unpaid
interest, if any.
The 9 3/8% Notes are guaranteed on a joint and several basis by all of the
subsidiaries of Triton but are not guaranteed by Holdings. The guarantees are
unsecured obligations of the guarantors, and are subordinated in right to the
full payment of all senior debt under the Facility, including all of their
obligations as guarantors thereunder.
Upon a change in control, each holder of the 9 3/8% Notes may require
Triton to repurchase such holder's 9 3/8% Notes, in whole or in part, at a
purchase price equal to 101% of the aggregate principal amount, as applicable,
plus accrued and unpaid interest to the purchase date.
All outstanding principal and interest of the 9 3/8% Notes mature and
require complete repayment on February 1, 2011.
F-17
8 3/4% Senior Subordinated Notes
On November 14, 2001, Triton completed an offering of $400 million
principal amount of 8 3/4% Senior Subordinated Notes due 2011 (the "8 3/4%
Notes"), pursuant to Rule 144A and Regulation S of the Securities Act. The net
proceeds of the offering (after deducting the initial purchasers' discount of
$9.0 million and estimated expenses of $1 million) were approximately $390.0
million.
Cash interest is payable semiannually on May 15 and November 15.
The 8 3/4% Notes may be redeemed at the option of Triton, in whole or in
part, at various points in time after November 15, 2006 at redemption prices
specified in the indenture governing the 8 3/4% Notes plus accrued and unpaid
interest, if any.
The 8 3/4% Notes are guaranteed on a joint and several basis by all of the
subsidiaries of Triton but are not guaranteed by the Holdings. The guarantees
are unsecured obligations of the guarantors, and are subordinated in right to
the full payment of all senior debt under the Facility, including all of their
obligations as guarantors thereunder.
Upon a change in control, each holder of the 8 3/4% Notes may require
Triton to repurchase such holder's 8 3/4% Notes, in whole or in part, at a
purchase price equal to 101% of the aggregate principal amount, as applicable,
plus accrued and unpaid interest to the purchase date.
All outstanding principal and interest of the 8 3/4% Notes mature and
require complete repayment on November 15, 2011.
(8) Income Taxes
The components of income tax expense are presented in the following table
(in thousands):
Years Ended December 31, 2000 2001 2002
-----------------------------------------------------------------------
Current
Federal - - -
State $474 $1,372 $1,365
----------------------------
474 1,372 1,365
----------------------------
Deferred
Federal 219 - -
State 53 - -
----------------------------
272 - -
----------------------------
Total income tax expense $746 $1,372 $1,365
============================
The income tax expense differs from those computed using the statutory U.S.
federal income tax rate as asset forth below:
2000 2001 2002
----------------------------
U.S. federal statutory rate 35.00 % 35.00 % 35.00 %
State income taxes, net of federal benefit (0.07)% (0.45)% (0.65)%
Change in federal valuation allowance (35.27)% (35.26)% (34.50)%
Other, net (0.08)% 0.02 % (0.85)%
----------------------------
Effective Tax Rate (0.42)% (0.69)% (1.00)%
============================
The tax effects of significant temporary differences that give rise to
significant portions of the deferred tax assets and deferred tax liabilities are
as follows (in thousands):
2001 2002
--------------------------
Deferred tax assets:
Non-deductible accrued liabilities $ 12,380 $ 10,533
Capitalized startup costs 951 320
Deferred gain 11,791 11,426
Unrealized losses 5,174 7,387
Net operating loss carry forward 285,762 351,237
-------------------------
316,058 380,903
Valuation allowance (236,567) (291,653)
Net deferred tax assets 79,491 89,250
-------------------------
F-18
Deferred liabilities
Intangible assets 24,335 32,443
Depreciation and amortization 67,091 68,742
-------------------------
Deferred tax liabilities 91,426 101,185
-------------------------
Net deferred tax liabilities $ 11,935 $ 11,935
=========================
In assessing the realizability of deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred tax
assets will not be realized. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income during the periods in
which those temporary differences become deductible. Management believes it is
more likely than not the Company will realize the benefits of the deferred tax
assets, net of the existing valuation allowance at December 31, 2002. As of
December 31, 2002, approximately $7 million of the gross deferred tax asset and
related valuation allowance is attributable to restricted stock compensation. To
the extent that such assets are realized in the future, the benefit is applied
to equity. If not utilized, the net operating losses will begin to expire in
2018.
(9) Fair Value of Financial Instruments
Fair value estimates, assumptions, and methods used to estimate the fair
value of the Company's financial instruments are made in accordance with the
requirements of SFAS No. 107, "Disclosures about Fair Value of Financial
Instruments". The Company has used available market information to derive its
estimates. However, because these estimates are made as of a specific point in
time, they are not necessarily indicative of amounts the Company could realize
currently. The use of different assumptions or estimating methods may have a
material effect on the estimated fair value amounts.
December 31,
---------------------------------------------------
2001 2002
----------------------- -------------------------
Carrying Estimated Carrying Estimated
amount fair value amount fair value
----------------------- -------------------------
(in thousands)
Interest rate swaps - acting as a hedge $ (7,660) $ (7,660) $ (5,459) $ (5,459)
Interest rate swaps - not acting as a hedge (12,924) (12,924) (18,360) (18,360)
Long-term debt:
Subordinated debt 1,167,338 1,233,280 1,219,720 1,060,060
Bank term loan 185,000 185,000 207,961 207,961
Capital leases 4,594 4,594 2,751 2,751
The carrying amounts of cash and cash equivalents, accounts and notes
receivable, bank overdraft liability, accounts payable and accrued expenses are
a reasonable estimate of their fair value due to the short-term nature of the
instruments.
Long-term debt is comprised of subordinated debt, bank loans, and capital
leases. The fair value of subordinated debt is stated at quoted market value.
The carrying amounts of bank loans are a reasonable estimate of its fair value
because market interest rates are variable. Capital leases are recorded at their
net present value, which approximates fair value.
Management believes that determining a fair value for the Holdings'
preferred stock is impractical due to the closely held nature of these
investments.
The Company utilizes interest rate swap derivatives to manage changes in
market conditions related to interest rate payments on its variable rate debt
obligations. As of December 31, 2002, the Company had interest rate swap
agreements with a total notional amount of $480.0 million.
The Company recognizes all derivatives on the balance sheet at fair value.
The Company adopted SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities," as amended, on January 1, 2001 and the Company recorded a
cumulative transition adjustment of $4.2 million to Other Comprehensive Income
to recognize the fair value of its derivative instruments as of the date of
adoption. Changes in the fair value for the effective portion of the gain or
loss on a derivative that is designated as, and meets all the required criteria
for, a cash flow hedge are recorded in Accumulated Other Comprehensive Income
and reclassified into earnings as the underlying hedged items affect earnings.
Amounts reclassified into earnings related to interest rate swap agreements are
included in interest expense. The ineffective portion of the gain or loss on a
derivative is recognized in earnings within other income or expense. As of
December 31, 2002, the fair value of the derivatives were recorded as a $23.8
million liability, unrealized net losses of approximately $5.5 million related
to these interest rate swaps effectively acting as hedges were included in
Accumulated Other Comprehensive Income. Approximately $0.0 and $0.1 million of
hedge ineffectiveness for existing derivative instruments for the years ended
December 31, 2001 and 2002 was recorded based on
F-19
calculations in accordance with SFAS No. 133, as amended. In addition,
approximately $18.3 million of cumulative expense had been realized in the
statement of operations for interest rate swaps no longer acting as hedges.
(10) Related-Party Transactions
The Company was associated with Triton Cellular Partners L.P. ("Triton
Cellular") by virtue of certain management overlap. Triton Cellular consummated
the sale of substantially all of its assets in April 2000. As part of this
association, certain costs were incurred on behalf of Triton Cellular and
subsequently reimbursed to the Company. Such costs totaled $714,000 during 2000.
In addition, pursuant to an agreement between the Company and Triton Cellular,
allocations for management services rendered are charged to Triton Cellular.
Such allocations totaled $196,000 for 2000.
Triton is party to a credit facility for which affiliates of certain
investors serve as agent and lenders. The credit facility was most recently
amended on October 16, 2002. In connection with entering into and administering
the credit facility and such amendments, the agent and lenders receive customary
fees and expenses.
In January 2001 and November 2001, Triton consummated private offerings of
senior subordinated notes (see Note 7). Affiliates of several cash equity
investors were initial purchasers in the private offerings and received an
aggregate placement fee of $18.2 million through the issuance of the notes at a
discount from the purchase price paid by investors.
(11) Relationship with Lafayette Communications Company L.L.C.
The Company holds a 39% interest in Lafayette, an entrepreneur under FCC
guidelines. During 2002, Lafayette held 18 licenses, covering a population of
approximately 6.3 million people. On September 30, 2002, Triton acquired certain
FCC licenses, covering a population of approximately 2.9 million people in areas
of Georgia, Tennessee and Virginia, for an aggregate fair value of $21.7
million. This acquisition was consummated to meet the spectrum needs of Triton's
current network overlay of GSM/GPRS technology.
On October 9, 2002, and as amended on December 2 and December 31, 2002, the
Company entered into an agreement with Lafayette for the acquisition of 10 MHz
of spectrum in Anderson, Charleston, Columbia, Florence, Greenville, Greenwood,
Orangeburg and Sumter, South Carolina, for approximately $114.7 million. On
December 2, 2002, the Company entered into an agreement with Lafayette
Communications Company L.L.C. for the acquisition of 10 MHz of spectrum in
Myrtle Beach, South Carolina, Augusta, Georgia, Fredericksburg, Virginia and
Lynchburg, Virginia for approximately $12.2 million. The applications seeking
FCC approval for the transactions have been filed, and the Company expects to
consummate the transactions in the second quarter of 2003. Following
consummation of these transactions, the Company plans to demand repayment of the
outstanding senior loans to Lafayette.
As of December 31, 2002, the Company had written its initial investment in
Lafayette down to zero and had reduced its carrying value of the $74.5 million
loan receivable from Lafayette, so as to reflect 100% of Lafayette's 2001 and
2002 loss of $0.7 million and $1.8 million, respectively. The Company records
any losses in Lafayette to Other Expense on the statement of operations. In
connection with the loans, Lafayette has and will guarantee the Company's
obligations under its credit facility, and such senior loans are and will be
pledged to the lenders under the Company's credit facility.
(12) Commitments and Contingencies
(a) Leases
The Company has entered into various leases for its offices, land for cell
sites, cell sites, and furniture and equipment under capital and operating
leases expiring through 2026. The Company is recognizing rent expense on a
straight-line basis over the life of the lease, which establishes deferred rent
on the balance sheet. The Company has various capital lease commitments of
approximately $2.8 million as of December 31, 2002. As of December 31, 2002, the
future minimum rental payments under these lease agreements having an initial or
remaining term in excess of one year were as follows:
F-20
(1) Future Minimum Lease Payments:
Operating Capital
--------- -------
(in thousands)
2003 48,845 1,929
2004 42,015 816
2005 34,958 166
2006 29,217 30
2007 23,525 3
Thereafter 102,745 -
-------- -------
Total $281,305 2,944
========
Interest expense 193
-------
Net present value of future payments 2,751
Current portion of capital lease obligation 1,787
-------
$ 964
=======
Rent expense under operating leases was $29.4 million, $47.1 million and
$50.9 million for the years ended December 31, 2000, 2001 and 2002,
respectively.
(b) Litigation
The Company has been involved in litigation relating to claims arising out
of its operations in the normal course of business. The Company does not believe
that an adverse outcome of any of these legal proceedings will have a material
adverse effect on the Company's results of operations.
(13) Stockholder's Equity
(a) Public Offering
On February 28, 2001, Holdings issued and sold 3,500,000 shares of Class A
common stock in an offering at $32 per share and raised approximately $106.1
million, net of $5.9 million of costs. Such funds were contributed to the
Company.
(14) Quarterly Results of Operations (Unaudited)
The following table summarizes the Company's quarterly financial data for
the two years ended December 31, 2002 and December 31, 2001, respectively:
First Second Third Fourth
2002 Quarter Quarter Quarter Quarter
---- ------- ------- ------- -------
(in thousands)
Total revenue $156,698 $183,012 $193,244 $183,031
Income/(loss) from operations (681) 7,534 9,406 (6,047)
Net loss (31,380) (30,587) (32,459) (42,214)
First Second Third Fourth
2001 Quarter Quarter Quarter Quarter
---- ------- ------- ------- -------
(in thousands)
Total revenue $112,518 $133,720 $145,408 $148,454
Loss from operations (21,857) (19,201) (17,711) (21,038)
Net loss (43,497) (42,592) (44,171) (68,130)
F-21
(15) Supplemental Cash Flow Information
2000 2001 2002
-------- --------- --------
(in thousands)
Cash paid during the year for interest, net of amounts capitalized $ 12,943 $ 50,301 $ 89,831
Non-cash investing and financing activities:
Deferred stock compensation 33,373 67,617 3,365
Equipment acquired under capital lease obligation 2,573 786 291
Change in fair value of derivative instruments - 20,584 3,235
Capital expenditures included in accounts payable 13,410 37,929 7,261
(16) Subsequent Events
During January of 2003, the Company completed a reorganization of its
operations, which consolidated operations functionally from a more decentralized
structure. The reorganization resulted in the elimination of 170 positions or 8%
of the workforce. In accordance with SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities", the Company will recognize a
liability for costs associated with the reorganization as the liability is
incurred during the first quarter of 2003.
On February 26, 2003, the Company entered into a fifth amendment to the
second amended and restated credit agreement to extend the availability period
for draws on Tranche E from March 8, 2003 to June 8, 2003. The Company did not
incur any fees related to this extension.
F-22
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Omitted pursuant to General Instruction I(2) of Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
Omitted pursuant to General Instruction I(2) of Form 10-K.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Omitted pursuant to General Instruction I(2) of Form 10-K.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Omitted pursuant to General Instruction I(2) of Form 10-K.
ITEM 14. CONTROLS AND PROCEDURES
The Chief Executive Officer and the Chief Financial Officer of Triton (its
principal executive officer and principal financial officer respectively), as
well as the Chief Operating Officer and Senior Vice President of Operations have
concluded, based on their evaluation as of a date within 90 days prior to the
date of the filing of this report, Triton's disclosure controls and procedures:
are effective to ensure that information required to be disclosed by Triton in
the reports filed or submitted by it under the Securities Exchange Act of 1934,
as amended, is recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms; and include controls and
procedures designed to ensure that information required to be disclosed by
Triton in such reports is accumulated and communicated to the company's
management, including the Chief Executive Officer, Chief Financial Officer,
Chief Operating Officer and Senior Vice President of Operations, as appropriate
to allow timely decisions regarding required disclosure.
There were no significant changes in Triton's internal controls or in other
factors that could significantly affect these controls subsequent to the date of
such evaluation.
Triton's management, including the Chief Executive Officer, Chief Financial
Officer, Chief Operating Officer and Senior Vice President of Operations, does
not expect that our disclosure controls and procedures or Triton's internal
controls will prevent all error and all fraud. A control system, no matter how
well conceived and operated, provides reasonable assurance that the objectives
of the control system are met. The design of a control system reflects resource
constraints; the benefits of controls must be considered relative to their
costs. Because there are inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within the company have been or will be
detected. These inherent limitations include the realities that judgements in
decision-making can be faulty and that breakdowns occur because of simple error
or mistake. Controls can be circumvented by the individual acts of some persons,
by collusion of two or more people, or by management override of the control.
The design of any system of controls is based in part upon certain assumptions
about the likelihood of future events. There can be no assurance that any design
will succeed in achieving its stated goals under all future conditions; over
time, controls may become inadequate because of changes in conditions or
deterioration in the degree of compliance with the policies or procedures.
Because of the inherent limitations in a cost-effective control system,
misstatements due to error or fraud may occur and not be detected.
31
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1) Financial Statements and Financial Statement Schedules
The following financial statements have been included as part of this
report:
Report of Independent Accountants F-2
Consolidated Balance Sheets F-3
Consolidated Statements of Operations and Comprehensive Loss F-4
Consolidated Statements of Stockholders' Equity (Deficit) and Member's Capital F-5
Consolidated Statements of Cash Flows F-6
Notes to Consolidated Financial Statements F-7
Schedule II - Valuation and Qualifying Accounts 33
32
(a)(2) Financial Statement Schedule
TRITON PCS, INC.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(in thousands)
Additions Deductions
Balance at Charged to Credited to Balance
Beginning Cost and Costs and at End
of Year Expenses Expenses of Year
------- -------- -------- -------
Allowance for doubtful accounts:
Year ended December 31, 2000 1,765 7,763 6,622 2,906
Year ended December 31, 2001 2,906 12,103 11,664 3,345
Year ended December 31, 2002 3,345 18,889 15,226 7,008
Inventory Obsolescence Reserve:
Year ended December 31, 2000 177 1,711 - 1,888
Year ended December 31, 2001 1,888 592 1,794 686
Year ended December 31, 2002 686 1,056 1,096 646
Valuation Allowance for Deferred Tax Assets:
Year ended December 31, 2000 66,684 75,741 - 142,425
Year ended December 31, 2001 142,425 94,142 - 236,567
Year ended December 31, 2002 236,567 55,086 - 291,653
All other schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable, and therefore have been omitted.
33
(a)(3) Exhibits
Exhibit
Number Description
- ------ -----------
2.1 Asset Purchase Agreement, dated as of July 13, 1999, among Triton PCS
Operating Company, L.L.C., Triton PCS Property Company L.L.C. and
American Tower, L.P (incorporated by reference to Exhibit 10.38 to No. 1
to the Form S-4 Registration Statement of Triton PCS, Inc. and its
subsidiaries, File No. 333-57715).
2.2 Agreement for Purchase and Sale of FCC License, dated as of July 25,
2002, by and between AT&T Wireless PCS, Inc., AT&T Wireless Services,
Inc., Triton PCS, Inc. and Triton PCS License Company L.L.C.
(incorporated by reference to Exhibit 10.10 to the Form 10-Q of Triton
PCS Holdings, Inc. for the quarter ended June 30, 2002).
2.3 Agreement for Purchase and Sale of FCC Licenses, dated as of October 9,
2002, by and between Lafayette Communications Company L.L.C. and Triton
PCS License L.L.C. (incorporated by reference to Exhibit 2.3 to the Form
10-K of Triton PCS Holdings, Inc. for the year ended December 31, 2002).
2.4 First Amendment, dated as of December 2, 2002, to Agreement for Purchase
and Sale of FCC Licenses, dated as of October 9, 2002 by and between
Lafayette Communications Company L.L.C and Triton PCS License Company
L.L.C. (incorporated by reference to Exhibit 2.4 to the Form 10-K of
Triton PCS Holdings, Inc. for the year ended December 31, 2002).
2.5 Second Amendment, dated as December 31, 2002, to Agreement for Purchase
and Sale of FCC Licenses, dated as of October 9, 2002 by and between
Lafayette Communications Company L.L.C and Triton PCS License Company
L.L.C. (incorporated by reference to Exhibit 2.5 to the Form 10-K of
Triton PCS Holdings, Inc. for the year ended December 31, 2002).
3.1 Second Restated Certificate of Incorporation of Triton PCS Holdings, Inc.
(incorporated by reference to Exhibit 3.4 to the Form 10-Q of Triton PCS
Holdings, Inc. for the quarter ended September 30, 1999).
3.2 Second Amended and Restated Bylaws of Triton PCS Holdings, Inc.
(incorporated by reference to Exhibit 3.6 to the Form 10-Q of Triton PCS
Holdings, Inc. for the quarter ended September 30, 1999).
4.1 Specimen Common Stock Certificate (incorporated by reference to Exhibit
4.1 to Amendment No. 3 to the Form S-1 Registration Statement of Triton
PCS Holdings, Inc., File No. 333-85149).
4.2 Indenture, dated as of May 4, 1998, between Triton PCS, Inc., the
Guarantors party thereto and PNC Bank, National Association (incorporated
by reference to Exhibit 4.1 to the Form S-4 Registration Statement of
Triton PCS, Inc. and its subsidiaries, File No. 333-57715).
4.3 First Supplemental Indenture, dated as of March 30, 1999, to the
Indenture dated as of May 4, 1998 (incorporated by reference to Exhibit
4.1 to the Form 10-Q of Triton PCS, Inc. and its subsidiaries, for the
quarter ended March 31, 1999).
4.4 Second Supplemental Indenture, dated as of December 21, 1999, to the
Indenture dated as of May 4, 1998 (incorporated by reference to Exhibit
4.4 to Amendment No. 2 to the Form S-3 Registration Statement of Triton
PCS Holdings, Inc., File No. 333-49974).
4.5 Indenture, dated as of January 19, 2001, among Triton PCS, Inc., the
Guarantors party thereto and The Bank of New York (incorporated by
reference to Exhibit 4.5 to Amendment No. 2 to the Form S-3 Registration
Statement of Triton PCS Holdings, Inc., File No. 333-49974).
4.6 Agreement of Resignation, Appointment and Acceptance, dated as of January
18, 2001, by and among Triton PCS, Inc., Chase Manhattan Trust Company,
National Association, as prior trustee and successor to PNC Bank,
National Association, and The Bank of New York, as successor trustee
under the Indenture dated as of May 4, 1998 (incorporated by reference to
Exhibit 4.5 to the Form 10-Q of Triton PCS Holdings, Inc. for the quarter
ended June 30, 2001).
34
4.7 Indenture, dated as of November 14, 2001, among Triton PCS, Inc., the
Guarantors thereto and The Bank of New York, as trustee (incorporated by
reference to Exhibit 4.1 to the Form 8-K/A of Triton PCS Holdings, Inc.
filed November 15, 2001).
10.1 Second Amended and Restated Credit Agreement, dated as of February 3,
1998, as amended and restated as of September 22, 1999 and September 14,
2000, among Triton PCS, Inc., Triton PCS Holdings, Inc., the Lenders (as
defined therein) party thereto, and The Chase Manhattan Bank, as
administrative agent (incorporated by reference to Exhibit 10.4 to the
Form 10-Q of Triton PCS Holdings, Inc. for the quarter ended September
30, 2000).
10.2 First Amendment, dated as of September 26, 2001, to the Second Amended
and Restated Credit Agreement, dated as of February 3, 1998, as amended
and restated as of September 14, 2000, among Triton PCS, Inc., Triton PCS
Holdings, Inc., the Lenders (as defined therein) party thereto and The
Chase Manhattan Bank, as administrative agent (incorporated by reference
to Exhibit 10.2 to the Form 10-K of Triton PCS Holdings, Inc. for the
year ended December 31, 2001).
10.3 Second Amendment, dated as of February 20, 2002, to the Second Amended
and Restated Credit Agreement, dated as of February 3, 1998, as amended
and restated as of September 22, 1999 and September 14, 2000, among
Triton PCS, Inc., Triton PCS Holdings, Inc., the Lenders (as defined
therein) party thereto and JPMorgan Chase Bank, as administrative agent
(incorporated by reference to Exhibit 10.3 to the Form 10-K of Triton PCS
Holdings, Inc. for the year ended December 31, 2001).
10.4 Third Amendment, dated as of March 8, 2002, to the Second Amended and
Restated Credit Agreement, dated as of February 3, 1998, as amended and
restated as of September 22, 1999 and September 14, 2000, among Triton
PCS, Inc., Triton PCS Holdings, Inc., the Lenders (as defined therein)
party thereto, JPMorgan Chase Bank, as administrative agent, First Union
National Bank, as Tranche E syndication agent and The Bank of Nova
Scotia, as Tranche E documentation agent (incorporated by reference to
Exhibit 10.4 to the Form 10-K of Triton PCS Holdings, Inc. for the year
ended December 31, 2001).
10.5 Fourth Amendment, dated as of October 16, 2002, to the Second Amended and
Restated Credit Agreement, dated as of February 3, 1998, as amended and
restated as of September 14, 2000, among Triton PCS, Inc., Triton PCS
Holdings, Inc., the Lenders (as defined therein) party thereto and
JPMorgan Chase Bank, as administrative agent (incorporated by reference
to Exhibit 10.1 to the Form 10-Q of Triton PCS Holdings, Inc. for the
quarter ended September 30, 2002).
10.6 AT&T Wireless Services Network Membership License Agreement, dated as of
February 4, 1998, between AT&T Corp. and Triton PCS Operating Company
L.L.C. (incorporated by reference to Exhibit 10.8 to the Form S-4
Registration Statement of Triton PCS, Inc. and its subsidiaries, File No.
333-57715).
10.7 Amendment No. 1 to AT&T Wireless Services Network Membership License
Agreement, dated as of December 31, 1998, between AT&T Corp. and Triton
PCS Operating Company L.L.C. (incorporated by reference to Exhibit 10.17
to Amendment No. 1 to the Form S-1 Registration Statement of Triton PCS
Holdings, Inc., File No. 333-85149).
10.8 Amendment No. 2 to AT&T Wireless Services Network Membership License
Agreement, dated as of June 8, 1999, between AT&T Corp. and Triton PCS
Operating Company L.L.C. (incorporated by reference to Exhibit 10.18 to
Amendment No. 1 to the Form S-1 Registration Statement of Triton PCS
Holdings, Inc., File No. 333-85149).
10.9 Amendment No. 3 to Network Membership License Agreement, dated as of
April 4, 2002, between AT&T Corp. and Triton PCS Operating Company L.L.C.
(incorporated by reference to Exhibit 10.1 to the Form 10-Q of Triton PCS
Holdings, Inc. for the quarter ended June 30, 2002).
+10.10 Amendment No. 4 to Network Membership License Agreement, dated as of
October 22, 2002, by and between AT&T Corp. and Triton PCS Operating
Company L.L.C. (incorporated by reference to Exhibit 10.10 to the Form
10-K of Triton PCS Holdings, Inc. for the year ended December 31, 2002).
35
10.11 Intercarrier Roamer Service Agreements, dated as of February 4, 1998,
between AT&T Wireless Service, Inc. and Triton PCS Operating Company
L.L.C (incorporated by reference to Exhibit 10.11 to the Form S-4
Registration Statement of Triton PCS, Inc. and its subsidiaries, File No.
333-57715).
10.12 Amendment No. 1 to Intercarrier Roamer Service Agreement, dated as of
December 31, 1998, between AT&T Wireless Services, Inc. and Triton PCS
Operating Company L.L.C. (incorporated by reference to Exhibit 10.24 to
Amendment No. 1 to the Form S-1 Registration Statement of Triton PCS
Holdings, Inc., File No. 333-85149).
10.13 Amendment No. 2 to Intercarrier Roamer Service Agreement, dated as of
June 8, 1999, between AT&T Wireless Services, Inc. and Triton PCS
Operating Company L.L.C. (incorporated by reference to Exhibit 10.25 to
Amendment No. 1 to the Form S-1 Registration Statement of Triton PCS
Holdings, Inc., File No. 333-85149).
10.14 Amendment to Intercarrier Roamer Service Agreement, dated as of August
11, 1999, between AT&T Wireless Services, Inc. and Triton PCS, Inc.
(incorporated by reference to Exhibit 10.8 to the Form 10-K of Triton PCS
Holdings, Inc. for the year ended December 31, 2000).
10.15 Amendment No. 3 to Intercarrier Roamer Service Agreement, dated as of
April 4, 2002, between AT&T Wireless Services, Inc. and Triton PCS
Operating Company L.L.C. (incorporated by reference to Exhibit 10.2 to
the Form 10-Q of Triton PCS Holdings, Inc. for the quarter ended June 30,
2002).
+10.16 Roaming Agreement Supplement for GSM and/or GPRS, by and between AT&T
Wireless Services, Inc. and Triton PCS Operating Company. (incorporated
by reference to Exhibit 10.16 to the Form 10-K of Triton PCS Holdings,
Inc. for the year ended December 31, 2002).
10.17 Fifth Amendment, dated as of February 26, 2003, to the Second Amended and
Restated Credit Agreement, dated as of February 3, 1998, as amended and
restated as of September 14, 2000, among Triton PCS, Inc., Triton PCS
Holdings, Inc., the Lenders (as defined therein) party thereto and
JPMorgan Chase Bank, as administrative agent. (incorporated by reference
to Exhibit 10.17 to the Form 10-K of Triton PCS Holdings, Inc. for the
year ended December 31, 2002).
10.18 Master Tower Site Lease Agreement, dated as of May 28, 1998, between
Triton PCS Property Company L.L.C. and AT&T Corp. (incorporated by
reference to Exhibit 10.23 to Amendment No. 1 to the Form S-4
Registration Statement of Triton PCS, Inc. and its subsidiaries, File No.
333-57715).
10.19 Ericsson Acquisition Agreement, dated as of March 11, 1998, between
Triton Equipment Company L.L.C. and Ericsson, Inc. (incorporated by
reference to Exhibit 10.15 to Amendment No. 2 to the Form S-4
Registration Statement of Triton PCS, Inc. and its subsidiaries, File No.
333-57715).
10.20 First Addendum to Acquisition Agreement, dated as of May 24, 1999,
between Triton PCS Equipment Company L.L.C. and Ericsson, Inc.
(incorporated by reference to Exhibit 10.27 to Amendment No. 3 to the
Form S-1 Registration Statement of Triton PCS Holdings, Inc., File No.
333-85149).
10.21 Second Addendum to Acquisition Agreement, dated as of September 22, 1999,
between Triton PCS Equipment Company L.L.C. and Ericsson, Inc.
(incorporated by reference to Exhibit 10.13 to the Form 10-K of Triton
PCS Holdings, Inc. for the year ended December 31, 2000).
10.22 Third Addendum to Acquisition Agreement, dated as of June 20, 2000,
between Triton PCS Equipment Company L.L.C. and Ericsson, Inc.
(incorporated by reference to Exhibit 10.14 to the Form 10-K of Triton
PCS Holdings, Inc. for the year ended December 31, 2000).
10.23 Fourth Addendum to Acquisition Agreement, effective as of September 21,
2001, between Triton PCS Equipment Company L.L.C. and Ericsson Inc.
(incorporated by reference to Exhibit 10.3 to the Form 10-Q of Triton PCS
Holdings, Inc. for the quarter ended June 30, 2002).
10.24 First Amended and Restated Stockholders' Agreement, dated as of October
27, 1999, among AT&T Wireless PCS LLC, Triton PCS Holdings, Inc., CB
Capital Investors, L.P., J.P. Morgan Investment Corporation, Sixty Wall
Street SBIC Fund, L.P., Private Equity Investors III, L.P., Equity-linked
36
Investors-II, Toronto Dominion Capital (USA) Inc., First Union Capital
Partners, Inc., DAG-Triton PCS, L.P., and the Management Stockholders and
Independent Directors named therein (incorporated by reference to Exhibit
10.47 to the Form 10-Q of Triton PCS Holdings, Inc. for the quarter ended
September 30, 1999).
10.25 Investors Stockholders' Agreement, dated as of February 4, 1998, among CB
Capital Investors, L.P., J.P. Morgan Investment Corporation, Sixty Wall
Street SBIC Fund, L.P., Private Equity Investors III, L.P., Equity-Linked
Investors-II, Toronto Dominion Capital (USA), Inc., DAG-Triton PCS, L.P.,
First Union Capital Partners, Inc., and the stockholders named therein
(incorporated by reference to Exhibit 10.10 to the Form S-4 Registration
Statement of Triton PCS, Inc. and its subsidiaries, File No. 333-57715).
10.26 Amendment No. 1 to Investors Stockholders' Agreement among CB Capital
Investors, L.P., J.P. Morgan Investment Corporation, Sixty Wall Street
SBIC Fund, L.P., Private Equity Investors III, L.P., Equity-Linked
Investors-II, Toronto Dominion Capital (USA), Inc., DAG-Triton PCS, L.P.,
First Union Capital Partners, Inc., and the stockholders named therein
(incorporated by reference to Exhibit 10.48 to the Form 10-Q of Triton
PCS Holdings, Inc. for the quarter ended September 30, 1999).
10.27 Employment Agreement, dated as of February 4, 1998, among Triton
Management Company, Inc., Triton PCS Holdings, Inc. and Michael E.
Kalogris (incorporated by reference to Exhibit 10.16 to the Form S-4
Registration Statement of Triton PCS, Inc. and its subsidiaries, File No.
333-57715).
10.28 Amendment No. 1 to Employment Agreement, dated as of June 29, 1998, among
Triton Management Company, Inc., Triton PCS Holdings, Inc., and Michael
E. Kalogris (incorporated by reference to Exhibit 10.16.1 to Amendment
No. 1 to the Form S-4 Registration Statement of Triton PCS, Inc. and its
subsidiaries, File No. 333-57715).
10.29 Amendment No. 1 to First Amended and Restated Stockholders' Agreement,
dated as of April 4, 2002, among AT&T Wireless PCS, L.L.C., Triton PCS
Holdings, Inc., the cash equity investor party thereto, the management
stockholders party thereto and the independent directors party thereto
(incorporated by reference to Exhibit 4.9 to the Form 10-Q of Triton PCS
Holdings, Inc. for the quarter ended June 30, 2002).
10.30 Amendment No. 2 to the Employment Agreement by and among Triton
Management Company, Inc., Triton PCS Holdings, Inc. and Michael E.
Kalogris, dated December, 1998 (incorporated by reference to Exhibit
10.39 to Post-Effective Amendment No. 2 to the Form S-4 Registration
Statement of Triton PCS, Inc. and its subsidiaries, File No. 333-57715).
10.31 Amendment No. 3 to the Employment Agreement by and among Triton
Management Company, Inc., Triton PCS Holdings, Inc. and Michael E.
Kalogris, dated June 8, 1999 (incorporated by reference to Exhibit 10.40
to Post-Effective Amendment No. 2 to the Form S-4 Registration Statement
of Triton PCS, Inc. and its subsidiaries, File No. 333-57715).
10.32 Employment Agreement, dated as of February 4, 1998, between Triton
Management Company and Steven R. Skinner (incorporated by reference to
Exhibit 10.18 to the Form S-4 Registration Statement of Triton PCS, Inc.
and its subsidiaries, File No. 333-57715).
10.33 Amendment No. 1 to Employment Agreement, dated as of June 29, 1998, among
Triton Management Company, Inc., Triton PCS Holdings, Inc., and Steven R.
Skinner (incorporated by reference to Exhibit 10.18.1 to Amendment No. 1
to the Form S-4 Registration Statement of Triton PCS, Inc. and its
subsidiaries, File No. 333-57715).
10.34 Amendment No. 2 to the Employment Agreement by and among Triton
Management Company, Inc., Triton PCS Holdings, Inc. and Steven R.
Skinner, dated as of December 31, 1998 (incorporated by reference to
Exhibit 10.41 to Post-Effective Amendment No. 2 to the Form S-4
Registration Statement of Triton PCS, Inc. and its subsidiaries, File No.
333-57715).
10.35 Amendment No. 3 to the Employment Agreement by and among Triton
Management Company, Inc., Triton PCS Holdings, Inc. and Steven R.
Skinner, dated as of June 8, 1999 (incorporated by reference to
37
Exhibit 10.42 to Post-Effective Amendment No. 2 to the Form S-4
Registration Statement of Triton PCS, Inc. and its subsidiaries, File No.
333-57715).
10.36 Employment Agreement, dated May 24, 2001, to be effective as of January
1, 2001, by and between Triton Management Company, Inc. and David D.
Clark (incorporated by reference to Exhibit 10.1 to the Form 10-Q of
Triton PCS Holdings, Inc. for the quarter ended June 30, 2001).
10.37 Amended and Restated Common Stock Trust Agreement for Management
Employees and Independent Directors, dated as of June 26, 1998
(incorporated by reference to Exhibit 10.19 to Amendment No. 1 to the
Form S-4 Registration Statement of Triton PCS, Inc. and its subsidiaries,
File No. 333-57715).
10.38 Form of Stockholders Letter Agreement for management employees
(incorporated by reference to Exhibit 10.43 to Post-Effective Amendment
No. 2 to the Form S-4 Registration Statement of Triton PCS, Inc. and its
subsidiaries, File No. 333-57715).
10.39 Form of Director Stock Award Agreement, as amended (incorporated by
reference to Exhibit 10.9 to the Form 10-Q of Triton PCS Holdings, Inc.
for the quarter ended June 30, 2002).
10.40 Triton PCS Holdings, Inc. 1999 Stock and Incentive Plan (incorporated by
reference to Exhibit 10.45 to Amendment No. 3 to the Form S-1
Registration Statement of Triton PCS Holdings, Inc., File No. 333-85149).
10.41 Amendment Number One to the Triton PCS Holdings, Inc. 1999 Stock and
Incentive Plan (incorporated by reference to the definitive proxy
statement on Schedule 14A for the 2001 Annual Meeting of Stockholders of
Triton PCS Holdings, Inc. filed on March 30, 2001).
10.42 Triton PCS Holdings, Inc. Employee Stock Purchase Plan (incorporated by
reference to Exhibit 10.46 to Amendment no. 1 to the Form S-1
Registration Statement of Triton PCS Holdings, Inc., File No. 333-85149).
10.43 Master Purchase Agreement, effective as of September 21, 2001, between
Ericsson Inc. and Triton PCS Equipment Company L.L.C. (incorporated by
reference to Exhibit 10.4 to the Form 10-Q of Triton PCS Holdings, Inc.
for the quarter ended June 30, 2002).
10.44 Statement of Work No. 1, effective as of September 21, 2001, between
Triton PCS Equipment Company L.L.C. and Ericsson Inc. (incorporated by
reference to Exhibit 10.1 to the Form 10-Q of Triton PCS Holdings, Inc.
for the quarter ended June 30, 2002).
10.45 Statement of Work No. 2, effective as of April 10, 2002, between Triton
PCS Equipment Company L.L.C. and Ericsson Inc. (incorporated by reference
to Exhibit 10.6 to the Form 10-Q of Triton PCS Holdings, Inc. for the
quarter ended June 30, 2002).
10.46 Purchase and License Agreement, effective as of May 16, 2002, between
Triton PCS Equipment Company L.L.C. and Nortel Networks Inc.
(incorporated by reference to Exhibit 10.7 to the Form 10-Q of Triton PCS
Holdings, Inc. for the quarter ended June 30, 2002).
10.47 GSM/GPRS Supplement to the Purchase and License Agreement, effective as
of May 16, 2002, between Triton PCS Equipment Company L.L.C. and Nortel
Networks Inc. (incorporated by reference to Exhibit 10.8 to the Form 10-Q
of Triton PCS Holdings, Inc. for the quarter ended June 30, 2002).
21.1 Subsidiaries of Triton PCS, Inc.
99.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
99.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
- ---------------------
38
+ Portions of this exhibit have been omitted pursuant to a request for
confidential treatment and the omitted portions have been filed separately
with the Securities and Exchange Commission.
Reports on Form 8-K
None.
39
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act
of 1934, as amended, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Berwyn,
Commonwealth of Pennsylvania on March 25, 2003.
TRITON PCS, INC.
By: /s/ Michael E. Kalogris
-------------------------------------
Michael E. Kalogris
Sole Director and Chief Executive
Officer
By: /s/ David D. Clark
-------------------------------------
David D. Clark
Executive Vice President, Chief
Financial Officer, and Secretary
By: /s/ Andrew M. Davies
-------------------------------------
Andrew M. Davies
Vice President and Controller
40
CERTIFICATION
I, Michael E. Kalogris, certify that:
1. I have reviewed this annual report on Form 10-K of Triton PCS, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: March 25, 2003 /s/ Michael E. Kalogris
-------------------------------
Name: Michael E. Kalogris
Title: Chief Executive Officer
41
CERTIFICATION
I, David D. Clark, certify that:
1. I have reviewed this annual report on Form 10-K of Triton PCS, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: March 25, 2003
/s/ David D. Clark
-------------------------------
Name: David D. Clark
Title: Chief Financial Officer
42
CERTIFICATION
I, Steven R. Skinner, certify that:
1. I have reviewed this annual report on Form 10-K of Triton PCS, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: March 25, 2003
/s/ Steven R. Skinner
--------------------------------------
Name: Steven R. Skinner
Title: Chief Operating Officer
43
CERTIFICATION
I, William A. Robinson, certify that:
1. I have reviewed this annual report on Form 10-K of Triton PCS, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: March 25, 2003
/s/ William A. Robinson
-------------------------
Name: William A. Robinson
Title: Senior Vice President of Operations
44