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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the fiscal year ended: December 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the transition period from to
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COMMISSION FILE NUMBER: 005-58523
ALAMOSA (DELAWARE), INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-2843707
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5225 SOUTH LOOP 289, SUITE 120
LUBBOCK, TEXAS 79424
(Address of principal executive offices, including zip code)
(806) 722-1100
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EXCHANGE ON WHICH REGISTERED
- --------------------------------------------------------------- ----------------------------------------
ALAMOSA (DELAWARE), INC. 12 7/8% SENIOR DISCOUNT NOTES DUE 2010 AMERICAN STOCK EXCHANGE
Securities registered pursuant to Section 12(g) of the Act: NONE
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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 [X] NO [ ]
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. [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). YES [ ] NO [X]
There is currently no public market for the registrant's common stock.
As of March 9, 2004, 100 shares of common stock, par value $.01 per share, of
the registrant were issued and outstanding.
The registrant meets the conditions set forth in General Instructions I(1)(a)
and I(1)(b) of Form 10-K and is filing this Form with the reduced disclosure
format pursuant to General Instructions I(2)(b) and I(2)(c).
TABLE OF CONTENTS
PAGE
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PART I
ITEM 1. BUSINESS........................................................................................... 3
ITEM 2. PROPERTIES.........................................................................................24
ITEM 3. LEGAL PROCEEDINGS..................................................................................24
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS................................................26
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS................................................................................26
ITEM 6. SELECTED FINANCIAL DATA............................................................................26
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION...............................................................................26
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.........................................50
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA........................................................52
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE...............................................................................52
ITEM 9A. CONTROLS AND PROCEDURES............................................................................53
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.................................................53
ITEM 11. EXECUTIVE COMPENSATION.............................................................................53
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.........................................................................................53
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.....................................................53
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.............................................................53
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K...........................................................................................54
SIGNATURES...........................................................................................................56
PART I
THIS ANNUAL REPORT CONTAINS FORWARD-LOOKING STATEMENTS
This annual report on Form 10-K includes "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), which can be identified by the use of
forward-looking terminology such as "may," "might," "could," "would," "believe,"
"expect," "intend," "plan," "seek," "anticipate," "estimate," "project" or
"continue" or the negative thereof or other variations thereon or comparable
terminology. All statements other than statements of historical fact included in
this annual report on Form 10-K, including without limitation, the statements
under "Item 1. Business" and "Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operation" and located elsewhere herein
regarding our financial position and liquidity are forward-looking statements.
These forward-looking statements also include:
o forecasts of population growth in our territory;
o statements regarding our anticipated revenues, expense levels,
liquidity and capital resources and operating losses; and
o statements regarding expectations or projections about markets in
our territories.
Although we believe that the expectations reflected in such
forward-looking statements are reasonable, we can give no assurance that such
expectations will prove to have been correct. Important factors with respect to
any such forward-looking statements, including certain risks and uncertainties
that could cause actual results to differ materially from our expectations,
include, but are not limited to:
o our dependence on our affiliation with Sprint;
o the ability of Sprint to alter the terms of our affiliation
agreements with it, including fees paid or charged to us and other
program requirements;
o our limited operating history and anticipation of future losses;
o our dependence on back office services, such as billing and
customer care, provided by Sprint;
o inaccuracies in financial information provided by Sprint;
o potential fluctuations in our operating results;
o our ability to predict future customer growth, as well as other
key operating metrics;
o changes or advances in technology;
o the ability to leverage 3G products and services;
o competition in the industry and markets in which we operate;
o subscriber credit quality;
o our ability to attract and retain skilled personnel;
o our potential need for additional capital or the need for
refinancing existing indebtedness;
o our potential inability to expand our services and related
products in the event of substantial increases in demand for these
services and related products;
o our inability to predict the outcome of potentially material
litigation;
2
o the potential impact of wireless local number portability
("WLNP");
o changes in government regulation;
o future acquisitions;
o general economic and business conditions; and
o effects of mergers and consolidations within the wireless
telecommunications industry and unexpected announcements or
developments from others in the wireless telecommunications
industry.
All subsequent written and oral forward-looking statements attributable
to us or persons acting on our behalf are expressly qualified in their entirety
by the cautionary statements set forth above.
ITEM 1. BUSINESS.
For convenience in this annual report, unless indicated otherwise,
"Company," "we," "us," and "our" refer to Alamosa (Delaware), Inc. and its
subsidiaries. "Alamosa Holdings" refers exclusively to our parent company,
Alamosa Holdings, Inc. "Sprint PCS" refers to Sprint Communications Company,
L.P., Sprint Spectrum L.P. and WirelessCo, L.P. "Sprint" refers to Sprint
Corporation and its affiliates, including Sprint PCS. Statements in this annual
report regarding Sprint or Sprint PCS are derived from information contained in
our agreements with Sprint, periodic reports and other documents filed by Sprint
and Sprint Spectrum L.P. with the U.S. Securities and Exchange Commission
("SEC") or press releases issued by Sprint. A "PCS Affiliate of Sprint" is an
entity whose sole or predominant business is operating (directly or through one
or more subsidiaries) a personal communications service business pursuant to
affiliation agreements with Sprint Spectrum L.P. and/or its affiliates, or their
successors. "Sprint PCS products and services" refer to digital wireless
personal communications services, including wireless voice and data services,
and related retail products, including handsets, in any case, offered under the
Sprint brand name.
References in this annual report on Form 10-K to us as a provider of
wireless personal communications services or similar phrases generally refer to
our building, owning and managing our portion of the PCS network of Sprint
pursuant to our affiliation agreements with Sprint. Sprint holds the spectrum
licenses and controls the network through its agreements with us.
All references contained in this annual report on Form 10-K to resident
population ("POPs") are based on year-end 2000 population counts compiled by the
U.S. Census Bureau adjusted for annual population growth rate estimates provided
to us by Sprint.
OVERVIEW
We are the largest PCS Affiliate of Sprint in terms of subscribers. We
have the exclusive right to provide wireless mobility communications network
services under the Sprint brand name in a territory encompassing over 15.8
million residents primarily located in portions of Texas, New Mexico, Arizona,
Colorado, Wisconsin, Arkansas, Illinois, Oklahoma, Kansas, Missouri, Washington
and Oregon. For the year ended December 31, 2003, we generated $631.1 million in
revenue, $55.7 million in cash flows from operating activities and reported a
net loss of $83.3 million. As of December 31, 2003, we had approximately 727,000
subscribers.
We launched Sprint wireless services in our first market in June 1999
and currently operate in the 88 basic trading areas ("BTAs") assigned to us
under our affiliation agreements with Sprint PCS. At December 31, 2003, our
network covered approximately 12.0 million POPs, or approximately 76% of the
total POPs in our markets. The number of residents covered by our network does
not represent the number of wireless subscribers that we serve or expect to
serve in our territory. Sprint PCS, along with its PCS Affiliates, operates a
100% digital, 100% PCS nationwide wireless network in the United States with
licenses to provide services to an area consisting of more than 280 million
POPs. Like Sprint PCS, we utilize code division multiple access ("CDMA")
technology across our portion of the PCS Network of Sprint. As of December 31,
2003, we have upgraded our network to CDMA 1xRTT in markets representing
approximately 96% of the covered POPs in our markets.
3
During the first quarter of 2001, we completed acquisitions of three
PCS Affiliates of Sprint. We acquired Roberts Wireless Communications, L.L.C.
("Roberts") and Washington Oregon Wireless, LLC ("WOW") on February 14, 2001. We
acquired Southwest PCS Holdings, Inc. ("Southwest PCS") on March 30, 2001. The
acquisitions added territories with a total of approximately 6.8 million
residents and added approximately 90,000 subscribers. The results of operations
for the acquired companies are reflected in our consolidated results from the
respective date of acquisition.
OUR BACKGROUND
We were formed in October 1999 to operate as a holding company and
closed our initial public offering in February 2000. On December 14, 2000, we
formed a new holding company and became a wholly-owned subsidiary of the new
holding company, which was named Alamosa PCS Holdings, Inc. ("Alamosa PCS
Holdings").
Alamosa Holdings, Inc. was formed in July 2000 to operate as a holding
company. On February 14, 2001, Alamosa Sub I, Inc., a wholly owned subsidiary of
Alamosa Holdings, merged with and into Alamosa PCS Holdings, with Alamosa PCS
Holdings surviving the merger and becoming Alamosa Holdings' wholly owned
subsidiary. Each share of Alamosa PCS Holdings common stock issued and
outstanding immediately prior to the merger was converted into the right to
receive one share of Alamosa Holdings common stock. We are a direct wholly owned
subsidiary of Alamosa PCS Holdings and an indirect wholly owned subsidiary of
Alamosa Holdings.
OUR RELATIONSHIP WITH SPRINT
Sprint PCS, along with its PCS Affiliates, operate the largest 100%
digital, 100% PCS nationwide wireless network in the United States with licenses
to provide services to an area consisting of more than 280 million residents.
The PCS network of Sprint uses CDMA technology nationwide. Sprint directly
operates its PCS network in major markets throughout the United States and has
entered into independent agreements with various companies such as us, under
which each has become a PCS Affiliate of Sprint and has agreed to construct and
manage PCS networks in smaller metropolitan areas and along major highways
designed to operate seamlessly with the nationwide PCS network of Sprint.
Pursuant to our affiliation agreements with Sprint PCS, we agreed to
provide network coverage to a minimum percentage of the POPs in our territory
within specified time periods. We believe we are in compliance with our network
build-out requirements and Sprint PCS' other program requirements. The build-out
of our territory has significantly extended Sprint PCS wireless coverage in the
Southwestern, Northwestern and Midwestern regions of the United States.
We believe that our affiliation with Sprint PCS allows us to offer high
quality, branded wireless voice and data services for a lower cost and lower
capital requirements than would otherwise be possible and to also benefit from
Sprint PCS':
o MARKETING - We market Sprint PCS products and services through Sprint
PCS' existing relationships with major national retailers under the
highly recognizable Sprint and Sprint PCS brand names.
o NATIONAL NETWORK - Our subscribers can immediately access Sprint PCS'
national network, which includes over 300 major metropolitan areas.
o ADVANCED TECHNOLOGY - We believe that the CDMA technology used in our
network offers advantages in capacity and voice quality, as well as
access to advanced features such as Sprint PCS' suite of "PCS Vision"
products.
o HANDSET AVAILABILITY AND PRICING - Sprint PCS' purchasing leverage
allows us to acquire handsets more quickly and at a lower cost than we
could without our affiliation with Sprint.
o NATIONAL RESELLER AGREEMENTS - We receive additional revenue as a
result of Sprint PCS' relationships with wireless resellers, including
Virgin Mobile and, beginning in 2004, Qwest Wireless, when customers of
those resellers use our portion of the PCS network of Sprint.
4
MARKETS
We believe we operate in highly attractive markets. We believe our
markets are attractive for a number of reasons:
o FEWER COMPETITORS MARKET-BY-MARKET - Because we operate in less
populated markets, we believe that we face fewer competitors in
most markets in our territory than wireless providers that
operate in more urban areas typically face.
o PROXIMITY TO LARGE U.S. URBAN CENTERS - Our territory is located
near or around several large U.S. urban centers, including
Dallas, Denver, Kansas City, Milwaukee, Minneapolis, Oklahoma
City, Phoenix, Portland, St. Louis, San Antonio, Seattle, Tulsa
and Wichita. This has led to a favorable ratio of wireless
subscribers based outside of our territory using our portion of
the PCS network of Sprint as compared to our subscribers using
wireless communications networks outside our territory.
o ATTRACTIVE ROAMING AND TRAVEL CHARACTERISTICS - Given the rural
nature of many of our markets and our extensive coverage of the
major and secondary highways in our markets, we have
consistently received significant roaming revenue from wireless
subscribers using our portion of the PCS network of Sprint.
o HIGH POPULATION GROWTH MARKETS - The overall population growth in
our territory has been above the national average over the past
five years.
The following table lists the location, BTA number, megahertz ("MHz")
of spectrum and estimated total residents for each of the BTAs that comprise our
territory under our affiliation agreements with Sprint PCS as of December 31,
2003. The number of estimated covered residents does not represent the number of
wireless subscribers that we expect to be based in our territory.
ESTIMATED TOTAL ESTIMATED COVERED
LOCATION BTA NO.(1) MHZ OF SPECTRUM POPs (2) POPs (3)
- ----------------------------------------------------------------------------------------------------------
ARKANSAS
Fayetteville-Springdale-Rogers .... 140 30 346,200
Fort Smith ........................ 153 30 331,600
Little Rock (4) ................... 257 30 15,700
Russellville ...................... 387 30 100,400
-------
793,900 645,000
ARIZONA
Flagstaff ......................... 144 30 119,700
Las Vegas, NV (Arizona side) (4) .. 245 30 157,100
Prescott .......................... 362 30 181,800
Phoenix (4) ....................... 347 30 110,500
Sierra Vista-Douglas .............. 420 30 121,000
Tucson (4) ........................ 447 30 2,000
Yuma .............................. 486 30 169,900
-------
862,000 626,600
CALIFORNIA
El Centro-Calexico .............. 124 30 151,500
San Diego (4) ................... 402 30 1,000
-------
152,500 139,600
COLORADO
Colorado Springs (4) ............ 89 30 1,300
Farmington, NM-Durango, CO ..... 139 20 217,100
Grand Junction ................. 168 30 257,500
Pueblo ......................... 366 30 320,100
-------
796,000 464,100
ILLINOIS
Carbondale-Marion ............... 67 30 214,800 137,000
KANSAS
Pittsburgh-Parsons .............. 349 30 92,100
Emporia ........................ 129 30 47,900
Hutchinson (4) .................. 200 30 29,600
Manhattan-Junction City ......... 275 30 117,300
Salina .......................... 396 30 143,800
-------
430,700 253,300
5
MINNESOTA
La Crosse, WI-Winona, MN ....... 234 30 324,100
Minneapolis-St. Paul (4) ....... 298 30 85,200
-------
409,300 259,000
MISSOURI
Cape Girardeau-Sikeston ......... 66 30 190,200
Columbia ........................ 90 30 220,200
Jefferson City .................. 217 30 167,100
Kirksville ...................... 230 30 57,400
Poplar Bluff .................... 355 30 154,500
Quincy, IL-Hannibal ............. 367 30 185,700
Rolla ........................... 383 30 105,400
St. Joseph ...................... 393 30 196,900
Sedalia ......................... 414 30 80,500
Springfield ..................... 428 30 682,400
West Plains ..................... 470 30 78,300
Kansas City (4).................. 226 30 16,800
---------
2,135,400 1,465,600
NEW MEXICO
Albuquerque ..................... 8 20 851,500
Carlsbad ........................ 68 10 51,700
Clovis .......................... 87 30 76,000
Gallup .......................... 162 10 146,000
Hobbs ........................... 191 30 55,500
Roswell ......................... 386 10 82,300
Santa Fe ........................ 407 20 225,900
Las Cruces ...................... 244 10 258,400
---------
1,747,300 1,407,500
OKLAHOMA
Joplin, MO-Miami ................ 220 30 251,000
Ada ............................. 4 30 54,300
Ardmore ......................... 19 30 91,500
Bartlesville .................... 31 30 49,100
Enid ............................ 130 30 85,700
Lawton-Duncan ................... 248 30 181,300
McAlester ....................... 267 30 55,100
Muskogee ........................ 311 30 166,500
Oklahoma City (4) ............... 329 30 418,300
Ponca City ...................... 354 30 49,800
Stillwater ...................... 433 30 80,000
Tulsa (4) ....................... 448 30 192,200
---------
1,674,800 1,292,100
OREGON
Bend ............................ 38 30 166,400
Coos Bay-North Bend ............. 97 30 84,700
Klamath Falls ................... 231 30 81,700
Medford-Grants Pass ............. 288 30 266,200
Portland (4) .................... 358 30 82,600
Roseburg ........................ 385 30 101,200
Walla Walla, WA-Pendleton, OR.... 460 30 178,600
-------
961,400 699,000
TEXAS
Eagle Pass-Del Rio .............. 121 30 121,100
El Paso ......................... 128 20 766,500
Laredo .......................... 242 30 232,400
Wichita Falls ................... 473 30 224,000
Abilene ......................... 3 30 263,500
Amarillo ........................ 13 30 416,500
Big Spring ...................... 40 30 36,100
Lubbock ......................... 264 30 411,100
Midland ......................... 296 30 122,000
Odessa .......................... 327 30 210,000
San Angelo ...................... 400 30 162,600
---------
2,965,800 2,546,500
WASHINGTON
Kennewick-Pasco-Richland......... 228 30 199,800
Wenatchee ....................... 468 30 222,500
Yakima .......................... 482 30 263,500
-------
685,800 558,700
WISCONSIN
Appleton-Oshkosh ................ 18 20 461,200
6
Eau Claire ...................... 123 30 197,400
Fond du Lac ..................... 148 20 98,100
Green Bay ....................... 173 20 362,600
Madison (4) ..................... 272 20 147,100
Manitowoc ....................... 276 20 83,100
Milwaukee (4) ................... 297 30 87,300
Sheboygan ....................... 417 20 113,600
Stevens Point-Marshfield-Wisconsin
Rapids ........................ 432 30 217,400
Wausau-Rhinelander .............. 466 30 247,700
----------
2,015,500 1,517,200
---------- ----------
TOTAL ........................... 15,845,200 12,011,200
========== ==========
(1) BTA No. refers to the basic trading area number assigned to that market
by the Federal Communications Commission (in alphabetical order by
name) for the purposes of issuing licenses for wireless services.
(2) Estimated total POPs is based on estimates of 2000 population counts
compiled by the U.S. Census Bureau adjusted by published population
growth rate estimates provided to us by Sprint.
(3) Estimated covered POPs is based on our actual network coverage using
estimates of 2000 population counts compiled by the U.S. Census Bureau
adjusted by published population growth rate estimates provided to us
by Sprint.
(4) Total POPs and covered POPs for these markets reflect only those POPs
contained in our licensed territory within the BTA, not the total POPs
or covered POPs in the entire BTA.
NETWORK OPERATIONS
The effective operation of our portion of the PCS network of Sprint
requires:
o public switched and long distance interconnection;
o the implementation of roaming arrangements; and
o the development of network monitoring systems.
Our portion of the PCS network of Sprint connects to the public
switched telephone network to facilitate the origination and termination of
traffic between the wireless network and both local exchange and long distance
carriers. Through our arrangements with Sprint and Sprint's arrangements with
other wireless service providers, our subscribers have roaming capabilities on
certain other PCS networks utilizing similar CDMA technology. We monitor our
portion of the PCS network of Sprint during normal business hours. For
after-hours monitoring, the PCS Network Operating Centers of Sprint provide 24
hours, seven days a week monitoring of our portion of the PCS network of Sprint
and real-time notification to our designated personnel.
As of December 31, 2003, our portion of the PCS network of Sprint
included 1,557 base stations and nine switching centers.
PRODUCTS AND SERVICES
We offer wireless voice and data products and services throughout our
territories under the Sprint brand name. Our services are typically designed to
align with the service offerings of Sprint PCS and to integrate with the PCS
network of Sprint. The PCS service packages we currently offer include the
following:
100% DIGITAL WIRELESS NETWORK WITH SERVICE ACROSS THE COUNTRY - We are
part of the largest 100% digital wireless personal communications services
network in the country. Our customers may access PCS services from Sprint
throughout the PCS network of Sprint, which includes over 300 major metropolitan
areas across the United States. Dual-band/dual-mode or tri-mode handsets allow
roaming on other wireless networks where Sprint has roaming agreements.
7
THIRD GENERATION SERVICES - We believe CDMA technology allows existing
CDMA networks to be upgraded to the next generation in a timely and cost
efficient manner. We, along with Sprint, launched third generation ("3G")
capability in our markets in the third quarter of 2002. This capability allows
more efficient utilization of our network when voice calls are made using
3G-enabled handsets. It also provides enhanced data services. PCS Vision is
Sprint's suite of products designed to utilize 3G services and allows our
subscribers to use their PCS Vision-enabled devices to check e-mail, take and
receive pictures, play games with full-color graphics and polyphonic sounds and
browse the Internet wirelessly with speeds of up to 144 kilobits per-second with
average throughput speeds in the range of 50-70 kilobits per second.
CLEAR PAY/ACCOUNT SPENDING LIMIT - Under the PCS service plans of
Sprint, customers who do not meet certain credit criteria can nevertheless
select any plan offered subject to an account spending limit ("ASL") to control
credit exposure. Prior to May 2001, these customers were required to make a
deposit ranging from $125 to $200 that could be credited against future
billings. In May 2001, the deposit requirement was eliminated on certain credit
classes under the No Deposit ASL ("NDASL") program, which was subsequently
renamed Clear Pay. From May 2001 to February 2002, a majority of our customer
additions were under the Clear Pay/NDASL program. On February 24, 2002, we along
with certain other PCS Affiliates of Sprint, reinstated the deposit requirement
for certain credit classes that was in place prior to May 2001 in an effort to
limit our exposure to bad debt relative to these credit classes. This new
program is referred to as Clear Pay II and is not a national Sprint program.
Since the implementation of Clear Pay II in February 2002 we have experienced a
significant decline in customer additions, but the credit quality of those
additions has improved.
OTHER SERVICES - In addition to these services, we may also offer
wireless local loop services in our territories, but only where Sprint is not a
local exchange carrier. Wireless local loop is a wireless substitute for the
landline-based telephones in homes and businesses. We also believe that new
features and services will be developed on the PCS network of Sprint to take
advantage of CDMA technology. Sprint conducts ongoing research and development
to produce innovative services that are intended to give Sprint and PCS
Affiliates of Sprint a competitive advantage. We may incur additional expenses
in modifying our technology to provide these additional features and services.
ROAMING
SPRINT PCS ROAMING - Sprint PCS roaming includes both inbound roaming,
when Sprint wireless subscribers based outside of our territory use our portion
of the PCS network of Sprint, and outbound roaming, when our subscribers use the
PCS network of Sprint outside of our territory. We have a reciprocal per minute
fee with Sprint for inbound and outbound Sprint PCS roaming. The reciprocal
rate, which initially was 20 cents per minute, has been periodically reduced by
Sprint and is currently 5.8 cents per minute. We have negotiated an agreement
with Sprint whereby the rate is fixed at the current 5.8 cents per minute rate
through December 31, 2005. Thereafter, the rate will be calculated based upon a
predetermined formula specified in our affiliation agreements with Sprint PCS.
Our ratio of inbound to outbound roaming with Sprint was approximately 1.14 to 1
in 2003 and is expected to decline to approximately 1 to 1 over time. Sprint PCS
roaming revenue is not subject to the 8% affiliation fee that Sprint retains on
revenues billed to subscribers based in our territory.
In addition to the reciprocal per minute fee for the Sprint PCS roaming
discussed above, we also recognize roaming revenue and expense related to data
usage from PCS Vision services when wireless subscribers are using such services
outside of their home territory. We recognize revenue when a wireless subscriber
based outside of our territory uses PCS Vision data services on our portion of
the PCS network of Sprint, and we recognize expense when our subscribers use
such services on the PCS network of Sprint outside of our territory. This
roaming activity is settled on a per-kilobit ("Kb") basis at a rate that was
initially set at $0.0055 per Kb through December 31, 2002. For 2003, this rate
was $0.0014 per Kb, and we have negotiated an agreement with Sprint PCS whereby
the rate will remain at $0.0014 per Kb through December 31, 2005. Thereafter the
rate will be calculated based upon a predetermined formula specified in our
affiliation agreements with Sprint PCS.
NON-SPRINT PCS ROAMING - Non-Sprint PCS roaming includes both inbound
non-Sprint PCS roaming, when non-Sprint PCS subscribers use our portion of the
PCS network of Sprint, and outbound non-Sprint PCS roaming, when our subscribers
use a non-Sprint PCS network. Sprint negotiates the roaming agreements with
these other wireless service providers. These wireless service providers must
pay fees for their subscribers' use of our network, and as part of our revenues,
we are entitled to 92% of these fees. Currently, pursuant to our services
agreements with Sprint PCS, Sprint bills these wireless service providers for
these roaming fees and passes our portion of the fees to us. When another
wireless service provider provides service to one of our subscribers, we pay
outbound non-Sprint PCS roaming fees. Sprint PCS then bills our subscriber for
use of that provider's network at rates specified in their contract and pays
8
us 100% of this outbound non-Sprint PCS roaming revenue collected from that
subscriber on a monthly basis. We bear the collection risk for all service.
RESELLER AGREEMENTS - We also recognize revenue from subscribers of
various wholesale resellers of personal communications service when those
subscribers use our portion of the PCS network of Sprint. These reseller
agreements are negotiated by Sprint, and we receive a per-minute rate for each
minute that the subscribers of these resellers use our portion of the PCS
network of Sprint. These subscribers may be based within or outside our
territory. Currently, we receive wholesale revenue from a reseller agreement
between Sprint and Virgin Mobile. Sprint recently announced an agreement with
Qwest Wireless to transition Qwest's subscribers to Sprint's network on a
wholesale basis. We expect that Qwest subscribers in our territory will be
transitioned during 2004, at which point we will receive per minute wholesale
revenue from Qwest for usage by Qwest subscribers.
MARKETING STRATEGY
Our marketing strategy is to complement Sprint's national marketing
strategies with techniques tailored to each of the specific markets in our
territories.
USE SPRINT'S BRAND - We feature exclusively and prominently the
nationally recognized Sprint brand name in our marketing and sales efforts. From
the customers' point of view, they use our portion of the PCS network of Sprint
and the rest of the PCS network of Sprint as a unified national network.
ADVERTISING AND PROMOTIONS - Sprint promotes its products through the
use of national as well as regional television, radio, print, outdoor and other
advertising campaigns. In addition to Sprint's national advertising campaigns,
we advertise and promote Sprint PCS products and services on a local level in
our markets at our cost. We have the right to use any promotion or advertising
materials developed by Sprint and only have to pay the incremental cost of using
those materials, such as the cost of local radio and television advertisement
placements, and material costs and incremental printing costs. We also benefit
from any advertising or promotion of Sprint PCS products and services by third
party retailers in our territory, such as RadioShack and Best Buy. We must pay
the cost of specialized Sprint print advertising by third party retailers.
Sprint also runs numerous promotional campaigns which provide customers with
benefits such as additional features at the same rate, or free minutes or Kb of
use for limited time periods. We offer these promotional campaigns to potential
customers in our territories.
SALES FORCE WITH LOCAL PRESENCE - We have established local sales
forces to execute our marketing strategy through our company-owned retail
stores, local distributors, direct business-to-business contacts and other
channels. Our marketing teams also participate in local clubs and civic
organizations such as the Chamber of Commerce, Rotary and Kiwanis.
SALES AND DISTRIBUTION
Our sales and distribution plan is designed to mirror Sprint's multiple
channel sales and distribution plan and to enhance it through the development of
local distribution channels. Key elements of our sales and distribution plan
consist of the following:
SPRINT RETAIL STORES - As of December 31, 2003, we owned and operated
61 Sprint stores at various locations within our markets. These stores provide
us with a local presence and visibility in the markets within our territory.
Following the Sprint model, these stores are designed to facilitate retail
sales, subscriber activation, bill collection and customer service. In addition
to retail stores that we operate, we began to enter into agreements with
exclusive agents in 2003 which operate Sprint stores in our territory to further
expand our distribution channels. These "branded stores" function similarly to
our company-operated stores but are operated by third parties. These third
parties purchase equipment from us and resell it to the consumer, for which the
third party receives compensation in the form of commissions. As of December 31,
2003, we had 36 of these branded stores operating in our territory.
NATIONAL THIRD PARTY RETAIL STORES - Sprint has national distribution
agreements with various national retailers such as RadioShack and Best Buy for
such retailers to sell Sprint PCS products. These national agreements cover
retailers' stores in our territory, and as of December 31, 2003, these retailers
had approximately 580 locations in our territory.
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LOCAL INDIRECT AGENTS - We contract directly with local indirect
retailers in our territory. These retailers are typically local businesses that
have a presence in our markets. Local indirect agents purchase handsets and
other PCS retail equipment from us and market PCS services from Sprint on our
behalf. These local indirect agents may also market wireless telecommunications
services provided by other carriers as well. We are responsible for managing
this distribution channel and as of December 31, 2003 these local indirect
agents had approximately 209 locations within our licensed territory. We
compensate local indirect agents through commissions for subscriber activations.
ELECTRONIC COMMERCE - Sprint PCS maintains an Internet site,
www.sprintpcs.com, which contains information on Sprint PCS products and
services. A visitor to the Sprint PCS Internet site can order and pay for a
handset and select a rate plan. Sprint wireless customers visiting the site can
review the status of their account, including the number of minutes used in the
current billing cycle. We recognize the revenues generated by wireless customers
in our territories who purchase products and services over the Sprint PCS
Internet site.
DISTRIBUTION MIX - During 2003, our distribution mix approximated:
Sprint retail stores 43%
National retailers 28
Local indirect agents (including branded stores) 12
Other 17
------
100%
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SEASONALITY
Our business is subject to seasonality because the wireless
telecommunications industry is heavily dependent on calendar fourth quarter
results. Among other things, the industry relies on significantly higher
customer additions and handset sales in the fourth quarter as compared to the
other three fiscal quarters. A number of factors contribute to this trend,
including:
o the heavy reliance on retail distribution, which is dependent upon
the year-end holiday shopping season;
o the timing of new product and service announcements and
introductions;
o competitive pricing pressures; and
o aggressive marketing and promotions.
TECHNOLOGY
GENERAL - In 1993, the Federal Communications Commission ("FCC")
allocated the 1900 MHz frequency block of the radio spectrum for wireless
personal communications services. Wireless personal communications services
differ from original analog cellular telephone service principally in that
wireless personal communications services systems operate at a higher frequency
and employ advanced digital technology. Analog-based networks send signals in
which the transmitted signal resembles the input signal, the caller's voice.
Digital networks convert voice or data signals into a stream of digits that
permit a single radio channel to carry multiple simultaneous transmissions.
Digital networks also achieve greater frequency reuse than analog networks
resulting in greater capacity than analog networks. This enhanced capacity,
along with enhancements in digital protocols, allows digital-based wireless
technologies, whether using wireless personal communications services or
cellular frequencies, to offer new and enhanced services, including greater call
privacy and more robust data transmission, such as facsimile, electronic mail
and connecting notebook computers with computer/data networks.
Wireless digital signal transmission is accomplished through the use of
various forms of frequency management technology or "air interface protocols."
The FCC has not mandated a universal air interface protocol for wireless
personal communications services networks. Digital wireless personal
communications networks operate under one of three principal air interface
protocols: CDMA, time division multiple access ("TDMA") or global system for
mobile communications ("GSM"). TDMA and GSM communications are both time
division multiple access networks but are incompatible with each other. CDMA is
incompatible with both GSM and TDMA networks. Accordingly, a subscriber of a
network that utilizes CDMA technology is unable to use a CDMA handset when
traveling in an area not served by
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CDMA based wireless personal communications services operators, unless the
customer carries a dual-band/dual-mode handset that permits the customer to use
the analog cellular network in that area. The same issue would apply to users of
TDMA or GSM networks. All of the wireless personal communications services
operators now have dual-mode or tri-mode handsets available to their customers.
Because digital networks do not cover all areas in the country, these handsets
will remain necessary for segments of the subscriber base.
CDMA TECHNOLOGY - The PCS network of Sprint and the networks of PCS
Affiliates of Sprint all use digital CDMA technology. We believe that CDMA
provides important system performance benefits such as:
o GREATER CAPACITY - We believe, based on studies by CDMA manufacturers
and our experience since our inception, that CDMA networks can provide
network capacity that is approximately seven to ten times greater than
that of analog technology and approximately three times greater than
TDMA and GSM digital networks.
o PRIVACY AND SECURITY - CDMA technology combines a constantly changing
coding scheme with a low power signal to enhance call security and
privacy.
o SOFT HAND-OFF - CDMA networks transfer calls throughout the CDMA
network using a technique referred to as a soft hand-off, which
connects a mobile customer's call with a new base station while
maintaining a connection with the base station currently in use. CDMA
networks monitor the quality of the transmission received by multiple
base stations simultaneously to select a better transmission path and
to ensure that the network does not disconnect the call in one cell
unless replaced by a stronger signal from another base station. Analog,
TDMA and GSM networks use a hard hand-off and disconnect the call from
the current base station as it connects with a new one without any
simultaneous connection to both base stations.
o SIMPLIFIED FREQUENCY PLANNING - Frequency planning is the process used
to analyze and test alternative patterns of frequency used within a
wireless network to minimize interference and maximize capacity. Unlike
TDMA- and GSM-based networks, CDMA-based networks can reuse the same
subset of allocated frequencies in every cell, substantially reducing
the need for costly frequency reuse patterning and constant frequency
plan management.
o LONGER BATTERY LIFE - Due to their greater efficiency in power
consumption, CDMA handsets can provide longer standby time and more
talk time availability when used in the digital mode than handsets
using alternative digital or analog technologies.
o EFFICIENT MIGRATION PATH - We believe that CDMA technology has an
efficient and incremental migration path to next generation voice and
data services. Unlike technologies that require essentially a
replacement investment to upgrade, CDMA upgrades can be completed
incrementally. The first step - conversion to 1XRTT - was completed in
2002 in approximately 96% of our covered territory for less than $3 per
covered POP. Additional steps beyond 1XRTT can be taken as demand for
more robust data services or need for additional capacity develops for
similar capital investment levels.
COMPETITION
Competition in the wireless telecommunications industry is intense. We
compete with a number of wireless service providers in our markets. We believe
that our primary competition is with national and regional wireless providers
such as ALLTEL, AT&T Wireless Services, Cingular Wireless, Nextel
Communications, Nextel Partners, T-Mobile and Verizon Wireless. While we compete
with one or more wireless carriers in each of the markets in our territory, none
of these wireless service providers provide services in all of the markets in
our territory.
We also face competition from resellers, which provide wireless
services to customers but do not hold FCC licenses or own facilities. Instead,
the resellers buy blocks of wireless telephone numbers and capacity from a
licensed carrier and resell services through their own distribution network to
the public. As described previously in this section, Virgin Wireless and Qwest
Wireless have agreements with Sprint to act as resellers in our territory.
In addition, we compete with existing communications technologies, such
as paging, enhanced specialized mobile radio service dispatch and conventional
landline telephone companies, in our markets. Potential users of wireless
personal communications services networks may find their communications needs
satisfied by other current and developing technologies. One- or two-way paging
or beeper services that feature voice messaging and data display as
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well as tone-only service may be adequate for potential customers who do not
need to speak to the caller.
In the future, we expect to face increased competition from entities
providing similar services using other communications technologies, including
satellite-based telecommunications and wireless cable networks. While some of
these technologies and services are currently operational, others are being
developed or may be developed in the future.
Many of our competitors have significantly greater financial and
technical resources and larger subscriber bases than we do. In addition, some of
our competitors may be able to offer regional coverage in areas not served by
the PCS network of Sprint, or, because of their calling volumes or relationships
with other wireless providers, may be able to offer regional roaming rates that
are lower than those that we offer. Wireless personal communications services
operators will likely compete with us in providing some or all of the services
available through our network and may provide services that we do not.
Additionally, we expect that existing cellular providers will continue to
upgrade their systems to provide digital wireless communication services that
are competitive with those offered by Sprint. Currently, there are six national
wireless providers who are generally all present in major markets across the
country. In January 2003, the FCC rule imposing limits on the amount of spectrum
that can be held by one provider in a specific market was lifted, which may
facilitate the consolidation of some national providers.
The FCC has mandated that wireless carriers provide for WLNP beginning
on November 24, 2003 in markets within the 100 largest metropolitan statistical
areas ("MSAs"). WLNP allows subscribers to keep their wireless phone number when
switching to a different service provider, which could make it easier for
competing providers to market their services to our existing users. WLNP makes
customer defections more likely, and we may be required to increase subsidies
for product upgrades and/or reduce pricing to match competitors' initiatives in
an effort to retain customers or replace those who switch to other carriers.
Over the past several years, the FCC has auctioned and will continue to
auction large amounts of wireless spectrum that could be used to compete with
PCS services from Sprint. Based upon increased competition, we anticipate that
market prices for two-way wireless services generally will decline in the
future. We will compete to attract and retain customers principally on the basis
of:
o the strength of the Sprint brand name, services and features;
o Sprint's nationwide network;
o our network coverage and reliability; and
o the benefits of CDMA technology.
Our ability to compete successfully will also depend, in part, on our
ability to anticipate and respond to various competitive factors affecting the
industry, including:
o new services and technologies that may be introduced;
o changes in consumer preferences;
o demographic trends;
o economic conditions; and
o discount pricing strategies by competitors.
INTELLECTUAL PROPERTY
The Sprint diamond design logo is a service mark registered with the
United States Patent and Trademark Office. The service mark is owned by Sprint.
We use the Sprint brand name, the Sprint diamond design logo and other service
marks of Sprint in connection with marketing and providing wireless services
within our territory. Under the terms of our trademark and service mark license
agreements with Sprint PCS, we do not pay a royalty fee for the use of the
Sprint brand name and Sprint service marks.
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Except in certain instances and other than in connection with the
national distribution agreements, Sprint has agreed not to grant to any other
person a right or license to use the licensed marks in our territory. In all
other instances, Sprint reserves the right to use the licensed marks in
providing its services within or outside our territory.
Our trademark license and service mark agreements with Sprint PCS
contain numerous restrictions with respect to the use and modification of any of
the licensed marks. See "Our Affiliation Agreements with Sprint -- The Trademark
and Service Mark License Agreements" for more information on this topic.
ENVIRONMENTAL COMPLIANCE
Our environmental compliance expenditures primarily result from the
operation of standby power generators for our telecommunications equipment and
compliance with various environmental rules during network build-out and
operations. The expenditures arise in connection with standards compliance or
permits, which are usually related to generators, batteries or fuel storage. Our
environmental compliance expenditures have not been material to our financial
statements or to our operations and are not expected to be material in the
future.
EMPLOYEES
As of December 31, 2003, we employed 817 full-time employees. None of
our employees are represented by a labor union. We believe that our relations
with our employees are good.
OUR AFFILIATION AGREEMENTS WITH SPRINT
Each PCS Affiliate of Sprint enters into four major affiliation
agreements with Sprint PCS:
o a management agreement;
o a services agreement; and
o two trademark and service mark license agreements with different
Sprint entities.
We entered into one set of these agreements for our markets in the
Southwestern part of the United States and another set of these agreements for
our markets in Wisconsin. Roberts entered into a set of these agreements for its
markets in Illinois, Kansas and Missouri, which we assumed pursuant to our
acquisition of Roberts. WOW entered into a set of these agreements for its
markets in Washington and Oregon, which we assumed pursuant to our acquisition
of WOW. Southwest PCS entered into a set of these agreements for its markets in
Oklahoma, Kansas, Texas and Arkansas, which we assumed pursuant to our
acquisition of Southwest PCS. Therefore, we now operate under five sets of
affiliation agreements with Sprint PCS. As used in this description, the term
"operating subsidiaries" refers to each of our subsidiaries that have entered
into affiliation agreements with Sprint PCS. Except as described herein, the
material terms of the affiliation agreements entered into by our operating
subsidiaries, including the amendments we recently entered into with Sprint PCS,
are substantially identical and apply to all of our territories.
Under our affiliation agreements with Sprint PCS, we have the exclusive
right to provide wireless mobility communications services using the 1900 MHz
frequency block under the Sprint brand name in our territory. Sprint holds the
spectrum licenses. Our affiliation agreements with Sprint PCS require us to
interface with the PCS network of Sprint by building our portion of the PCS
network of Sprint to operate on the 10, 20 or 30 MHz of wireless personal
communications services frequencies licensed to Sprint in the 1900 MHz range.
A breach or event of termination, as the case may be, under any of our
affiliation agreements with Sprint PCS by one of our operating subsidiaries will
also constitute a breach or event of termination, as the case may be, by all
other operating subsidiaries of the same provision of the applicable affiliation
agreement to which each operating subsidiary is a party. Each operating
subsidiary only has the right to cure its breach and has no right to cure any
breach or event of termination by another operating subsidiary.
The following is a description of the material terms and provisions of
our affiliation agreements with Sprint PCS.
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THE MANAGEMENT AGREEMENTS - Under our management agreements with Sprint PCS, we
have agreed to:
o own, construct and manage a wireless personal communications
services network in our territory in compliance with FCC license
requirements and other technical requirements contained in our
management agreements;
o distribute Sprint PCS products and services;
o use Sprint's and our own distribution channels in our territory;
o conduct advertising and promotion activities in our territory; and
o manage that portion of the wireless customer base assigned to our
territory.
Sprint has the right to supervise our wireless personal communications
services network operations and the right to unconditional access to our portion
of the PCS network of Sprint, including the right to test and monitor any of our
facilities and equipment.
EXCLUSIVITY - We are designated as the only person or entity that can
manage or operate a wireless mobility communications network using the 1900 MHz
frequency block for Sprint in our territory. Sprint is prohibited from owning,
operating, building or managing another wireless mobility communications network
in our territory while our management agreements are in place and no event has
occurred that would permit such agreements to terminate. Sprint is permitted to
make national sales to companies in our territory and to permit resale of the
Sprint PCS products and services in our territory.
NETWORK BUILD-OUT - Our management agreements specify the terms of the
Sprint affiliation, including the required network build-out plan. We have
agreed by specified dates to cover a specified percentage of the population
within each of the markets that make up our territory. Our management agreements
also require us to reimburse Sprint one-half of the microwave clearing costs for
our territory. We believe we are in compliance with our network build-out
requirements and Sprint PCS' other program requirements.
If Sprint decides to expand the geographic size of the network coverage
within our territory, Sprint must provide us with written notice of the proposed
expansion.
Under our management agreements for our territories, with the exception
of the management agreement we assumed pursuant to our acquisition of WOW, we
have a 90-day right of first refusal to build-out the proposed expansion area.
If we choose not to build-out the proposed area, then Sprint may build-out the
area itself or allow another PCS Affiliate of Sprint to do so.
Under our management agreement for the territories we assumed pursuant
to our acquisition of WOW, we have agreed to build-out any proposed expansion
area. Sprint has agreed not to require coverage in our markets covered by this
management agreement that exceeds the capacity and footprint parameters that
Sprint has adopted for all its comparable markets. This management agreement
also contains a mechanism for us to appeal to Sprint if the build-out is not
economically advantageous for us. If we fail to build-out the proposed expansion
area, Sprint has the termination rights described below under "Termination of
Our Management Agreements."
PRODUCTS AND SERVICES - Our management agreements identify the products
and services that we can offer in our territory. These services include, but are
not limited to, PCS consumer and business products and services from Sprint
available as of the date of the agreements, or as modified by Sprint. We are
allowed to sell wireless products and services that are not PCS products and
services from Sprint if those additional products and services do not cause
distribution channel conflicts or, in Sprint's sole determination, consumer
confusion with Sprint PCS products and services. Under our management agreement
for our Wisconsin markets, if Sprint begins to offer nationally a product or
service that we already offer, then that product or service will be considered
to be a Sprint PCS product or service.
We may also sell services such as specified types of long distance
service, Internet access, handsets, and prepaid phone cards with Sprint and
other PCS Affiliates of Sprint. If we decide to use third parties to provide
these services, we must give Sprint an opportunity to provide the services on
the same terms and conditions. We cannot offer wireless local loop services
specifically designed for the competitive local exchange market in areas where
Sprint owns the incumbent
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local exchange carrier unless we name the Sprint-owned local exchange carrier as
the exclusive distributor or Sprint approves the terms and conditions. Sprint
does not own the incumbent local exchange carrier in a vast majority of the
markets in our territory.
NATIONAL SALES PROGRAMS - We must participate in the Sprint wireless
sales programs for sales to Sprint's corporate accounts and will pay the
expenses and receive the compensation from Sprint relative to sales to customers
of those accounts located in our territory. We must use Sprint's long distance
service, which we can buy at the best prices offered to comparably situated
Sprint wholesale customers of Sprint Corporation, which Sprint PCS acquires on
our behalf from Sprint Corporation. However, we may purchase private line
capacity for call routing directly from Sprint Corporation, if we can obtain
more favorable terms, and Sprint Corporation has agreed to provide us with such
capacity at the best price offered to similarly situated third parties. Under
our management agreements, we are prohibited from reselling long distance
service to other carriers, however we may (i) transport long distance calls for
customers, (ii) transport long distance calls for resellers when such resale is
subject to FCC mandate or when Sprint chooses to make such resale available, or
(iii) transport long distance calls for purposes of roaming.
SERVICE PRICING, ROAMING AND FEES - We must offer PCS subscriber
pricing plans from Sprint designated for regional or national offerings,
including "Free & Clear" plans and PCS Vision plans. We are permitted to
establish our own local price plans for PCS products and services offered only
in our territory, subject to Sprint's approval. We are entitled to receive a
weekly fee from Sprint equal to 92% of net "billed revenues" related to customer
activity less applicable write-offs. Outbound non-Sprint PCS roaming billed to
subscribers based in our territory, proceeds from the sales of handsets and
accessories and amounts collected with respect to taxes and proceeds from sales
of our products and services are not considered "billed revenues." Billed
revenues generally include all other customer account activity for Sprint PCS
products and services in our territory, which includes such activities billed
to, attributed to or otherwise reflected in customers' accounts. We are
generally entitled to 100% of the proceeds from customers for equipment and
accessories sold or leased by us and to 92% of any federal or state subsidies
attributable to our territory or customers. Many Sprint wireless subscribers
purchase bundled pricing plans that allow roaming anywhere on the nationwide PCS
network of Sprint without incremental PCS roaming charges. However, we will earn
Sprint PCS roaming revenue for every minute that a Sprint wireless subscriber
from outside our territory enters our territory and uses our services, which is
offset against amounts we owe as expenses for every minute that our subscribers
use services outside our territory. The analog roaming rate onto a non-Sprint
PCS provider's network is set under Sprint's third party roaming agreements.
VENDOR PURCHASE AGREEMENTS - We may participate in discounted
volume-based pricing on wireless-related products and warranties Sprint receives
from its vendors. Sprint will use commercially reasonable efforts to obtain for
us the same prices as Sprint receives from its vendors.
ADVERTISING AND PROMOTIONS - Sprint uses national as well as regional
television, radio, print, outdoor and other advertising campaigns to promote its
products. We benefit from the national advertising at no additional cost to us.
In addition to Sprint's national advertising campaigns, we advertise and promote
PCS products and services from Sprint on a local level in our markets at our
cost. We have the right to use any promotion or advertising materials developed
by Sprint and only have to pay the incremental cost of using those materials,
such as the cost of local radio and television advertisement placements and
incremental printing costs. Sprint also runs numerous promotional campaigns
which provide customers with benefits such as additional features at the same
rate or free minutes of use for limited time periods. We offer these promotional
campaigns to potential customers in our territory.
PROGRAM REQUIREMENTS - We must comply with the Sprint program
requirements for technical standards, customer service standards, roaming
coverage and national and regional distribution and national accounts programs.
Sprint can adjust the program requirements at any time. We can decline to
implement any change in the program requirements if the change will:
o cause the combined peak negative cash flow of the operating
subsidiaries to be an amount greater than 3% of Alamosa Holdings'
enterprise value;
o when combined with all other changes in the program requirements
that we and the operating subsidiaries agree to implement, within
the prior 12 months, cause the combined peak negative cash flow of
the operating subsidiaries to be an amount greater than 5% of
Alamosa Holdings' enterprise value;
o cause a decrease in the forecasted 5-year discounted cash flow of
the operating subsidiaries of more than 3% on a net present value
basis; or
15
o when combined with all other changes in the program requirements
that we and the operating subsidiaries agree to implement, within
the prior 12 months, cause a decrease in the forecasted 5-year
discounted cash flow of the operating subsidiaries of more than 5%
on a net present value basis.
For determining whether a program requirement change will adversely
impact our operations, (i) generally, the negative impact to the operating
subsidiaries' cash flows from capital expenditures required to implement the
program requirement change relative to cash benefits from the change during a
comparable time period is compared to (ii) our "enterprise value," which the
amendments to our affiliation agreements with Sprint PCS define as the book
value of its outstanding debt and preferred stock, in addition to the fair
market value of our publicly traded equity, less cash.
Our management agreements set forth a dispute resolution process if
Sprint believes that we do not have the right to decline to implement a change
in the program requirements. In any event, we must implement a change in the
program requirements if Sprint agrees to compensate us for amounts in excess of
the criteria set forth above.
Notwithstanding the above, we have agreed to implement a change in
program requirements if the adjustment relates to a pricing plan or roaming
program and Sprint reasonably determines that the change must be implemented on
an immediate basis to respond to competitive market forces. If the change would
have exceeded one of the criteria set forth above, our management agreements
provide for appropriate compensation from Sprint to the extent such criteria is
exceeded.
Under our management agreements for our Wisconsin and Southwest
territories, Sprint has agreed that it will use commercial reasonableness to
adjust the Sprint retail store and customer service requirements for cities
located within those territories that have a population of less than 100,000.
NON-COMPETITION - We may not offer Sprint PCS products and services
outside our territory without the prior written approval of Sprint. We may
offer, market or promote telecommunications products and services within our
territories only under the Sprint brand, our own brand, brands of our related
parties or other products and services approved under our management agreements,
except that no brand of a significant competitor of Sprint or its related
parties may be used for those products and services. To the extent we have or
will obtain licenses to provide wireless personal communications services
outside our territory, we may not use the spectrum to offer Sprint PCS products
and services without prior written consent from Sprint.
INABILITY TO USE NON-SPRINT BRAND - We may not market, promote,
advertise, distribute, lease or sell any of the Sprint PCS products and services
on a non-branded, "private label" basis or under any brand, trademark or trade
name other than the Sprint brand, except for sales to resellers or as otherwise
permitted under the trademark and service mark license agreements.
TRANSFER OF THE PCS NETWORK - In conjunction with the sale of its
wireless PCS network, Sprint can sell, transfer or assign its wireless PCS
network and any of its FCC licenses to a third party if the third party agrees
to be bound by the terms of our management agreements and our services
agreements.
CHANGE IN CONTROL - Sprint PCS must consent to any transaction pursuant
to which we are no longer the "ultimate parent" of any of the operating
subsidiaries, but this consent cannot be unreasonably withheld.
RIGHTS OF FIRST REFUSAL - Sprint has rights of first refusal, without
stockholder approval, to buy our assets upon a proposed sale of all or
substantially all of our assets used in the operation of our portion of the PCS
network of Sprint.
TERM - Each of our management agreements has an initial term of 20
years with three 10-year renewal options, which would lengthen each of our
management agreements to a total term of 50 years. The three 10-year renewal
terms are automatically effectuated unless either Sprint provides us or we
provide Sprint with two years prior written notice to terminate the agreement or
unless we are in material default of our obligations under such agreement.
TERMINATION OF OUR MANAGEMENT AGREEMENTS - Our management agreements
can be terminated as a result of the following events:
o termination of Sprint's spectrum licenses;
16
o an uncured breach under our management agreements;
o our management agreements not complying with any applicable law in
any material respect; or
o the termination of any of our trademark and service mark license
agreements.
The termination or non-renewal of our management agreements triggers
some of our rights and some rights of Sprint. The right of either party to
require the other party to purchase or sell the operating assets is discussed
below.
If we have the right to terminate our management agreements because of
an event of termination caused by Sprint, generally we may:
o require Sprint to purchase all of our operating assets used in
connection with our portion of the PCS network of Sprint for an
amount equal to at least 80% of our "entire business value" as
defined below;
o in all areas in our territory where Sprint is the licensee for 20
MHz or more of the spectrum on the date it terminates our
management agreements, require Sprint to assign to us, subject to
governmental approval, up to 10 MHz of licensed spectrum for an
amount equal to the greater of either the original cost to Sprint
of the license plus any microwave clearing costs paid by Sprint or
9% of our "entire business value;" or
o choose not to terminate our management agreements and sue Sprint
for damages or submit the matter to arbitration.
If Sprint has the right to terminate our management agreements because
of an event of termination caused by us, generally Sprint may:
o require us, without stockholder approval, to sell our operating
assets to Sprint for an amount equal to 72% of our "entire
business value;"
o require us to purchase, subject to governmental approval, the
licensed spectrum in our territory for an amount equal to the
greater of either the original cost to Sprint of the license plus
any microwave clearing costs paid by Sprint or 10% of our "entire
business value;"
o take any action as Sprint deems necessary to cure the breach of
our management agreements, including assuming responsibility for,
and operating, our portion of the PCS network of Sprint; or
o not terminate our management agreements and sue us for damages or
submit the matter to arbitration.
NON-RENEWAL - If Sprint gives us timely notice that it does not intend
to renew our management agreements, we may:
o require Sprint to purchase all of our operating assets used in
connection with our portion of the PCS network of Sprint for an
amount equal to 80% of our "entire business value;" or
o in all areas in our territory where Sprint is the licensee for 20
MHz or more of the spectrum on the date it terminates such
management agreement, require Sprint to assign to us, subject to
governmental approval, up to 10 MHz of licensed spectrum for an
amount equal to the greater of either the original cost to Sprint
of the license plus any microwave clearing costs paid by Sprint or
10% of our "entire business value."
If we give Sprint timely notice of non-renewal, or we and Sprint both
give notice of non-renewal, or any of our management agreements expire with
neither party giving a written notice of non-renewal, or if any of our
management agreements can be terminated for failure to comply with legal
requirements or regulatory considerations, Sprint may:
o purchase all of our operating assets, without further stockholder
approval, for an amount equal to 80% of our "entire business
value;" or
17
o require us to purchase, subject to governmental approval, the
licensed spectrum in our territories for an amount equal to the
greater of either the original cost to Sprint of the license plus
any microwave clearing costs paid by Sprint or 10% of our "entire
business value."
DETERMINATION OF ENTIRE BUSINESS VALUE - If our "entire business value"
is to be determined, Sprint and we will each select one independent appraiser
and the two appraisers will select a third appraiser. The three appraisers will
determine our "entire business value" on a going concern basis using the
following principles:
o the "entire business value" is based on the price a willing buyer
would pay a willing seller for the entire ongoing business;
o the entire business value will not be calculated in a manner that
double counts the operating assets of one or more of our
affiliates;
o then-current customary means of valuing a wireless
telecommunications business will be used;
o the business is conducted under the Sprint brand and our
affiliation agreements with Sprint PCS;
o we own the spectrum and frequencies presently owned by Sprint and
subject to our affiliation agreements with Sprint PCS; and
o the valuation will not include any value for businesses not
directly related to the PCS products and services from Sprint, and
those businesses will not be included in the sale.
INSURANCE - We are required to obtain and maintain with financially
reputable insurers who are licensed to do business in all jurisdictions where
any work is performed under our management agreements and who are reasonably
acceptable to Sprint, workers' compensation insurance, commercial general
liability insurance, business automobile insurance, umbrella excess liability
insurance and "all risk" property insurance.
INDEMNIFICATION - We have agreed to indemnify Sprint and its directors,
employees and agents and related parties of Sprint and their directors,
employees and agents against any and all claims against any of the foregoing
arising from our violation of any law, a breach by us of any representation,
warranty or covenant contained in our management agreements or any other
agreement between us and Sprint, our ownership of the operating assets or the
actions or the failure to act of anyone employed or hired by us in the
performance of any work under such agreement, except that we will not be
obligated to indemnify Sprint for any claims arising solely from the negligence
or willful misconduct of Sprint. Sprint has agreed to indemnify us and our
directors, employees and agents against all claims against any of the foregoing
arising from Sprint's violation of any law and from Sprint's breach of any
representation, warranty or covenant contained in our management agreements or
any other agreement between us and Sprint, except Sprint will not be obligated
to indemnify us for any claims arising solely from our negligence or willful
misconduct.
DISPUTE RESOLUTION - If the parties cannot resolve any dispute between
themselves and our management agreements do not provide a remedy, then either
party may require that any dispute be resolved by a binding arbitration.
MOST FAVORED NATION CLAUSE - We generally have the right to amend our
management agreements or services agreements to obtain the most favorable terms
provided under a management agreement or services agreement between Sprint and a
PCS Affiliate of Sprint similarly situated to us if, prior to December 31, 2006,
Sprint amends the terms of any of those agreements to provide such terms. This
right is only effective, however, if we agree to accept all the terms and
conditions set forth in the other agreements and (i) those agreements were not
amended with a PCS Affiliate of Sprint solely because the affiliate owns the
spectrum on which its network operates (unless such PCS Affiliate of Sprint
acquired the spectrum from Sprint after September 1, 2003), (ii) the amendments
to those agreements were not compelled by a law or regulation inapplicable to
us, or (iii) the amendments to those agreements were not due to a change in a
build-out plan. Our management agreements provide that a PCS Affiliate of Sprint
similarly situated to us is one with three million or more covered POPs.
THE SERVICES AGREEMENTS
Our services agreements outline various back office services provided
by Sprint and available to us for an additional fee. We have agreed to obtain
certain services from Sprint until December 31, 2006. The services agreements
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set forth pricing terms and provide a process by which we and Sprint will
renegotiate the fees paid to Sprint every three years, with the first pricing
period ending on December 31, 2006. The prices currently in effect under our
services agreements are effective until December 31, 2006. If we wish to obtain
from a third party vendor a particular service that we currently obtain from
Sprint under our services agreements, we may do so after December 31, 2006 or at
the end of a subsequent three-year pricing period only if we provide Sprint with
notice at least 120 days before the end of such pricing period, and, in any
event, Sprint has a right of first refusal to provide the service on the same
terms and conditions as the third party vendor.
Some of the services available under our services agreements include:
billing, customer care, activation, credit card processing, handset logistics,
voicemail, directory assistance, roaming, interconnection, pricing, long
distance, handsets and clearinghouse for specified fees. We may develop an
independent capability with respect to certain of the services we obtain from
Sprint over time. Under our services agreements, Sprint may contract with third
parties to provide expertise and services identical or similar to those to be
made available or provided to us. We have agreed not to use the services
performed by Sprint in connection with any other business or outside our
territory. Sprint must give us nine months notice if it will no longer offer any
service, and Sprint has agreed, in the event Sprint will discontinue a service
that we wish to continue to receive, to use commercially reasonable efforts to
help us provide the service ourself or find another vendor to provide the
service and to facilitate any transition.
We have agreed with Sprint to indemnify each other as well as
affiliates, officers, directors and employees for violations of law or the
services agreements except for any liabilities resulting from the negligence or
willful misconduct of the person seeking to be indemnified or its
representatives. Our services agreements also provide that no party will be
liable to the other party for special, indirect, incidental, exemplary,
consequential or punitive damages, or loss of profits arising from the
relationship of the parties or the conduct of business under, or breach of, such
services agreement except as may otherwise be required by the indemnification
provisions. Our services agreements automatically terminate upon termination of
our management agreements, and neither party may terminate the services
agreements for any reason other than the termination of the management
agreements.
THE TRADEMARK AND SERVICE MARK LICENSE AGREEMENTS
We have a non-transferable license to use, at no additional cost to us,
the Sprint brand name and "diamond" symbol, and several other U.S. trademarks
and service marks such as "The Clear Alternative to Cellular" and "Clear Across
the Nation" on Sprint PCS products and services. We believe that the Sprint
brand name and symbols enjoy a high degree of recognition, providing us an
immediate benefit in the market place. Our use of the licensed marks is subject
to our adherence to quality standards determined by Sprint and use of the
licensed marks in a manner, which would not reflect adversely on the image of
quality symbolized by the licensed marks. We have agreed to promptly notify
Sprint of any infringement of any of the licensed marks within our territories
of which we become aware and to provide assistance to Sprint in connection with
Sprint's enforcement of its rights. We have agreed with Sprint that we will
indemnify the other for losses incurred in connection with a material breach of
the trademark license agreements between Sprint and us. In addition, we have
agreed to indemnify Sprint from any loss suffered by reason of our use of the
licensed marks or marketing, promotion, advertisement, distribution, lease or
sale of any Sprint products and services other than losses arising solely out of
our use of the licensed marks in compliance with certain guidelines.
Sprint can terminate our trademark and service mark license agreements
if we file for bankruptcy or materially breach our agreement or if our
management agreements are terminated. We can terminate our trademark and service
mark license agreements upon Sprint's abandonment of the licensed marks or if
Sprint files for bankruptcy or our management agreements are terminated.
However, Sprint can assign its interests in the licensed marks to a third party
if that third party agrees to be bound by the terms of our trademark and service
mark license agreements.
REGULATORY ENVIRONMENT
REGULATION OF THE WIRELESS TELECOMMUNICATIONS INDUSTRY
The FCC can have a substantial impact upon entities that manage
wireless personal communications service systems and/or provide wireless
personal communications services because the FCC regulates the licensing,
construction, operation, acquisition and interconnection arrangements of
wireless telecommunications systems in the United States.
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The FCC has promulgated a series of rules, regulations and policies to,
among other things:
o grant or deny licenses for wireless personal communications
service frequencies;
o grant or deny wireless personal communications service license
renewals;
o rule on assignments and/or transfers of control of wireless
personal communications service licenses;
o govern the interconnection of wireless personal communications
service networks with other wireless and wireline service
providers;
o establish access and universal service funding provisions;
o establish service requirements such as enhanced 911 service;
o impose fines and forfeitures for violations of any of the FCC's
rules;
o regulate the technical standards of wireless personal
communications services networks; and
o govern certain aspects of the relationships between carriers and
customers, such as the use of personal information and number
portability.
Through rules that went into effect on January 1, 2003, the FCC has
eliminated its spectrum cap for Commercial Mobile Radio Services ("CMRS") which
include broadband wireless personal communications services, cellular and
specialized mobile radio ("SMR"). The cap previously had limited CMRS providers
to 55 MHz in any geographic area. The FCC also eliminated its rule which
prohibited a party from owning interests in both cellular networks in the same
MSAs, though it retained the cross-interest prohibition for less populous Rural
Service Areas ("RSAs"). The FCC's new rules blur the "bright line" of spectrum
caps, however, and require a case-by-case analysis to determine that any
proposed CMRS spectrum combination will not have an anticompetitive effect.
TRANSFERS AND ASSIGNMENTS OF WIRELESS PERSONAL COMMUNICATIONS SERVICES LICENSES
The FCC must give prior approval to the assignment of, or transfers
involving, substantial changes in ownership or control of a wireless personal
communications service license. This means that we and our stockholder will
receive advance notice of any and all transactions involved in transferring
control of Sprint or the assignment of some or all of the wireless personal
communications service licenses held by Sprint. The FCC proceedings afford us
and our stockholder an opportunity to evaluate proposed transactions well in
advance of closing, and to take actions necessary to protect our stockholder's
interests. Non-controlling interests in an entity that holds a wireless personal
communications service license or operates wireless personal communications
service networks generally may be bought or sold without prior FCC approval. In
addition, the FCC requires only post-consummation notification of pro forma
assignments or transfers of control of certain commercial mobile radio service
licenses.
CONDITIONS OF WIRELESS PERSONAL COMMUNICATIONS SERVICES LICENSES
All wireless personal communications service licenses are granted for
ten-year terms conditioned upon timely compliance with the FCC's build-out
requirements. Pursuant to the FCC's build-out requirements, all 30 MHz broadband
wireless personal communications service licensees must construct facilities
that offer coverage to one-third of the population in their licensed areas
within five years and to two-thirds of the population in such areas within ten
years, and all 10 MHz broadband wireless personal communications services
licensees must construct facilities that offer coverage to at least one-quarter
of the population in their licensed areas within five years or make a showing of
"substantial service" within that five-year period.
If the build-out requirements are not met, wireless personal
communications service licenses could be forfeited. The FCC also requires
licensees to maintain control over their licenses. Our affiliation agreements
with Sprint PCS reflect management agreements that the parties believe meet the
FCC requirements for licensee control of licensed spectrum.
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If the FCC were to determine that our affiliation agreements with
Sprint PCS need to be modified to increase the level of licensee control, we
have agreed with Sprint to use our best efforts to modify the agreements to the
extent necessary to cause the agreements to comply with applicable law and to
preserve to the extent possible the economic arrangements set forth in the
agreements. If the agreements cannot be so modified, the agreements may be
terminated pursuant to their terms. The FCC could also impose monetary penalties
on Sprint, and possibly revoke one or more of the Sprint licenses.
WIRELESS PERSONAL COMMUNICATIONS SERVICES LICENSE RENEWAL
Wireless personal communications service licensees can renew their
licenses for additional ten-year terms. Wireless personal communications service
renewal applications are not subject to auctions. However, under the FCC's
rules, third parties may oppose renewal applications and/or file competing
applications. If one or more competing applications are filed, a renewal
application will be subject to a comparative renewal hearing. The FCC's rules
afford wireless personal communications services renewal applicants involved in
comparative renewal hearings with a "renewal expectancy." The renewal expectancy
is the most important comparative factor in a comparative renewal hearing and is
applicable if the wireless personal communications service renewal applicant
has:
o provided "substantial service" during its license term; and
o substantially complied with all applicable laws and FCC rules and
policies.
The FCC's rules define "substantial service" in this context as service
that is sound, favorable and substantially above the level of mediocre service
that might minimally warrant renewal. The FCC's renewal expectancy and
procedures make it very likely that Sprint will retain the wireless personal
communications service licenses that we manage for the foreseeable future.
INTERCONNECTION
The FCC has the authority to order interconnection between commercial
mobile radio services, commonly referred to as CMRS, providers and incumbent
local exchange carriers. The FCC has ordered local exchange carriers to provide
reciprocal compensation to commercial mobile radio service providers for the
termination of traffic. Interconnection agreements are negotiated on a
state-wide basis and are subject to state approval.
The FCC rules and rulings, as well as state proceedings, and a review
by courts of such rules and rulings directly impact the nature and cost of the
facilities necessary for interconnection of the PCS networks of Sprint with
local, national and international telecommunications networks. They also
determine the nature and amount of revenues that we and Sprint can receive for
terminating calls originating on the networks of local exchange and other
telecommunications carriers.
OTHER FCC REQUIREMENTS
CMRS providers, including Sprint, are required to permit manual roaming
on their networks. With manual roaming, any user whose mobile phone is
technically capable of connecting with a carrier's system must be able to make a
call by providing a credit card number or making some other arrangement for
payment. Since October 2000, the FCC has been considering changes in its rules
that may terminate the manual roaming requirement and may impose automatic
roaming obligations, under which users with capable equipment would be permitted
to originate or terminate calls without taking action other than turning on the
mobile phone.
FCC rules require local exchange and most CMRS providers allow
customers to change service providers without changing telephone numbers, which,
for wireless service providers, is referred to as wireless local number
portability or WLNP. FCC regulations that require most CMRS providers implement
WLNP in the 100 largest metropolitan areas in the United States went into effect
on November 24, 2003. FCC regulations require most CMRS providers to be able to
deliver calls from their networks to ported numbers anywhere in the country and
contribute to the Local Number Portability Fund. We may be liable to Sprint for
any penalties that Sprint may be subject to if we are unable to comply with the
FCC's WLNP regulations within a reasonable period of time. Implementation of
WLNP has required wireless personal communications service providers like us and
Sprint to purchase more expensive switches and switch upgrades. However, it has
also enabled existing cellular customers to change to wireless personal
communications services without losing their existing wireless telephone
numbers, which has made it easier for wireless
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personal communications service providers to market their services to existing
cellular users. The existence of WLNP could adversely impact our business since
it makes customer defections more likely and we may not be able to replace
customers who have switched to other carriers.
FCC rules permit broadband wireless personal communications service and
other CMRS providers to provide wireless local loop and other fixed services
that would directly compete with the wireline services of local exchange
carriers. This may create new markets and revenue opportunities for Sprint and
its PCS Affiliates and other wireless providers.
FCC rules require broadband personal communications services and other
CMRS providers to implement enhanced emergency 911 capabilities that provide the
location of wireless 911 callers to "Public Safety Answering Points." The FCC
has approved a plan proposed by Sprint under which Sprint began selling
specially equipped telephone handsets in 2001, with a rollout of such handsets
that continued until June 30, 2003, when all new handsets activated nationwide
must be specially equipped. Sprint's plan requires that by December 31, 2005,
95% of Sprint wireless subscriber handsets in service must be equipped for the
Sprint wireless enhanced 911 service. Moreover, Sprint completed its PCS network
upgrade to support enhanced 911 service by December 31, 2002 and began providing
a specified level of enhanced 911 service by June 30, 2002. As the required
equipment becomes more functional and less expensive, emergency 911 services may
afford wireless carriers substantial and attractive new service and marketing
opportunities.
FCC rules include several measures designed to remove obstacles to
competitive access to customers and facilities in commercial multiple tenant
environments, including the following:
o Telecommunications carriers in commercial settings may not enter
into exclusive contracts with building owners, including contracts
that effectively restrict premises owners or their agents from
permitting access to other telecommunications service providers;
and
o Utilities, including LECs, must afford telecommunications carriers
and cable service providers reasonable and nondiscriminatory
access to poles, conduits and rights-of-way owned or controlled by
the utility.
The FCC has also issued a further notice of proposed rulemaking seeking
comment on whether it should adopt additional rules in this area, including
extending certain regulations to include residential as well as commercial
buildings. The final result of this proceeding could affect the availability and
pricing of sites for our antennae and those of our competitors.
COMMUNICATIONS ASSISTANCE FOR LAW ENFORCEMENT
The Communications Assistance for Law Enforcement Act ("CALEA"),
enacted in 1994, requires wireless personal communications service and other
telecommunications service providers to ensure that their facilities, equipment
and services are able to comply with authorized electronic surveillance by
federal, state and local law enforcement personnel. Wireless personal
communications service providers were generally required to comply with the
current industry CALEA capability standard, known as J-STD-025, by June 30,
2000, and with certain additional standards by September 30, 2001. Wireless
personal communications service providers who sought extensions of compliance
deadlines, including Sprint, are also required to implement a "packet-mode"
capability by January 30, 2004 unless the FCC acts on petitions seeking changes
in its rules. Providers had to meet various other capability requirements
established by the Department of Justice and Federal Bureau of Investigation as
of June 30, 2002. Most wireless personal communications service providers are
ineligible for federal reimbursement for the software and hardware upgrades
necessary to comply with the CALEA capability and capacity requirements. In
addition, the FCC is considering petitions from numerous parties to establish
and implement technical compliance standards pursuant to CALEA requirements. In
sum, CALEA capability and capacity requirements are likely to impose some
additional switching and network costs upon Sprint and its managers and PCS
Affiliates and other wireless entities.
The USA Patriot Act of 2001 included certain provisions that enable law
enforcement agencies and other branches of the government to more easily acquire
records and information regarding certain uses of communications facilities from
telecommunications carriers, including PCS carriers.
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OTHER FEDERAL REGULATIONS
Sprint and its PCS Affiliates must bear the expense of compliance with
FCC and Federal Aviation Administration regulations regarding the siting,
lighting and construction of transmitter towers and antennas. In addition, FCC
environmental regulations may cause some of the Company's base station locations
to become subject to the additional expense of regulation under the National
Environmental Policy Act. The FCC is required to implement this Act by requiring
service providers to meet land use and radio emissions standards.
REVIEW OF UNIVERSAL SERVICE REQUIREMENTS
The FCC and certain states have established "universal service"
programs to ensure that affordable, quality telecommunications services are
available to all Americans. Sprint is required to contribute to the federal
universal service program as well as existing state programs. The FCC has
determined that Sprint's "contribution" to the federal universal service program
is a variable percentage of "end-user telecommunications revenues." Although
many states are likely to adopt a similar assessment methodology, the states are
free to calculate telecommunications service provider contributions in any
manner they choose as long as the process is not inconsistent with the FCC's
rules. At the present time it is not possible to predict the extent of the
Sprint total federal and state universal service assessments or its ability to
recover from the universal service fund. However, some wireless entities are
seeking state commission designation as "eligible telecommunications carriers,"
enabling them to receive federal and state universal service support, and are
preparing to compete aggressively with wireline telephone companies for
universal service revenue. Because we manage substantial rural areas for the PCS
Division of Sprint, it is possible that we will receive revenues in the future
from federal and state universal service support funds that are much greater
than the reductions in our revenues due to universal service contributions paid
by Sprint.
PARTITIONING/DISAGGREGATION
FCC rules allow broadband wireless personal communications services
licensees to partition their market areas and/or to disaggregate their assigned
spectrum and to transfer partial market areas or spectrum assignments to
eligible third parties. These rules may enable us to purchase wireless personal
communications service spectrum from Sprint and other wireless personal
communications services licensees as a supplement or alternative to the existing
management arrangements.
WIRELESS FACILITIES SITING
States and localities are not permitted to regulate the placement of
wireless facilities so as to "prohibit" the provision of wireless services or to
"discriminate" among providers of those services. In addition, so long as a
wireless system complies with the FCC's rules, states and localities are
prohibited from using radio frequency health effects as a basis to regulate the
placement, construction or operation of wireless facilities. These rules are
designed to make it possible for Sprint and its managers and PCS affiliates and
other wireless entities to acquire necessary tower sites in the face of local
zoning opposition and delays.
EQUAL ACCESS
Wireless providers are not required to provide long distance carriers
with equal access to wireless customers for the provision of toll services. This
enables us and Sprint to generate additional revenues by reselling the toll
services of Sprint PCS and other interexchange carriers from whom we can obtain
favorable volume discounts. However, the FCC is authorized to require unblocked
access to toll service providers subject to certain conditions.
STATE REGULATION OF WIRELESS SERVICE
Section 332 of the Communications Act of 1934, as amended, preempts
states from regulating the rates and entry of commercial mobile radio service
providers. Section 332 does not prohibit a state from regulating the other terms
and conditions of commercial mobile services, including consumer billing
information and practices, billing disputes and other consumer protection
matters. However, states may petition the FCC to regulate those providers and
the FCC may grant that petition if the state demonstrates that:
o market conditions fail to protect subscribers from unjust and
unreasonable rates or rates that are unjustly or unreasonably
discriminatory; or
23
o such market conditions exist and commercial mobile radio service
is a replacement for a substantial portion of the landline
telephone service within the state.
To date, the FCC has granted no such petition. To the extent Sprint and
its PCS Affiliates provide fixed wireless service, we may be subject to
additional state regulation. These standards and rulings have prevented states
from delaying the entry of wireless personal communications services and other
wireless carriers into their jurisdictions via certification and similar
requirements, and from delaying or inhibiting aggressive or flexible wireless
price competition after entry.
INTERFERENCE TEMPERATURE
In November 2003, the FCC launched an inquiry aimed at establishing a
new paradigm for the determination of interference to wireless services.
Currently, interference measurements are based on transmitter operations. The
proposed "interference temperature" would take into account interactions between
transmitters and receivers, as well as all other elements of the radio frequency
environment. One goal of this proceeding is to create opportunities for other
transmitters, whether licensed or unlicensed, to operate in bands that are now
exclusively reserved for licensees, such as the personal communications service
frequencies used by Sprint. It is too early in this proceeding to determine what
effect, if any, this inquiry by the FCC will have on our business.
AVAILABLE INFORMATION
The Company's Internet address is www.alamosapcs.com. We make available
free of charge through our web site our annual report on Form 10-K, quarterly
reports on Form 10-Q, current reports on Form 8-K and all amendments to those
reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange
Act as soon as reasonably practicable after we electronically file such material
with, or furnish such material to, the SEC. Information contained on the web
site is not part of this report.
The public may read and copy any materials the Company files with the
SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington,
D.C. 20549. The public may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an
Internet site that contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the SEC. The address
of that site is www.sec.gov.
ITEM 2. PROPERTIES.
Our headquarters are located in Lubbock, Texas and we lease space in a
number of locations, primarily for our retail stores, base stations and
switching centers. As of December 31, 2003, we leased 61 retail stores and nine
switching centers. As of December 31, 2003, we leased space on 1,506 towers and
owned 51 towers. We co-locate with other wireless service providers on
approximately 87% of our towers. We believe that our facilities are adequate for
our current operations and that additional leased space can be obtained if
needed on commercially reasonable terms.
ITEM 3. LEGAL PROCEEDINGS.
We have been named as a defendant in a number of purported securities
class actions in the United States District Court for the Southern District of
New York, arising out of our initial public offering (the "IPO"). Various
underwriters of the IPO also are named as defendants in the actions. The action
against us is one of more than 300 related class actions which have been
consolidated and are pending in the same court. The complainants seek to recover
damages and allege, among other things, that the registration statement and
prospectus filed with the SEC for purposes of the IPO were false and misleading
because they failed to disclose that the underwriters allegedly (i) solicited
and received commissions from certain investors in exchange for allocating to
them shares of common stock in connection with the IPO, and (ii) entered into
agreements with their customers to allocate such stock to those customers in
exchange for the customers agreeing to purchase additional Company shares in the
aftermarket at pre-determined prices. On February 19, 2003, the Court granted
motions by us and 115 other issuers to dismiss the claims under Rule 10b-5 of
the Exchange Act which had been asserted against them. The Court denied the
motions by us and virtually all of the other issuers to dismiss the claims
asserted against them under Section 11 of the Securities Act. We maintain
insurance coverage which may mitigate our exposure to loss in the event that
this claim is not resolved in our favor.
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The issuers in the IPO cases, including us, have reached an agreement
in principle with the plaintiffs to settle the claims asserted by the plaintiffs
against them. Under the terms of the proposed settlement, the insurance carriers
for the issuers will pay the plaintiffs the difference between $1 billion and
all amounts which the plaintiffs recover from the underwriter defendants by way
of settlement or judgment. Accordingly, no payment on behalf of the issuers
under the proposed settlement will be made by the issuers themselves. The claims
against the issuers will be dismissed, and the issuers and their officers and
directors will receive releases from the plaintiffs. Under the terms of the
proposed settlement, the issuers will also assign to plaintiffs certain claims
which they may have against the underwriters arising out of our IPO, and the
issuers will also agree not to assert certain other claims which they may have
against the underwriters, without plaintiffs' consent. The proposed settlement
is subject to agreement among the parties on final settlement documents and the
approval of the court. Prior to the approval of the court, certain parties have
the right to object to the terms of the settlement.
On January 23, 2001, our board of directors, in a unanimous decision,
terminated the employment of Jerry Brantley, then President and Chief Operating
Officer of the Company. On April 29, 2002, Mr. Brantley initiated litigation
against us and our Chairman, David E. Sharbutt in the District Court of Lubbock
County, Texas, 22nd Judicial District, alleging wrongful termination. In the
litigation, Mr. Brantley claims, among other things, that our termination of his
employment was without cause under his employment agreement rather than a
termination for non-performance. As such, Mr. Brantley's claim seeks money
damages for (i) severance pay equal to one year's salary at the time of his
termination, (ii) the value of certain unexercised stock options he owned at the
time of his termination, (iii) an allegedly unpaid bonus and (iv) exemplary
damages, as well as recovery of attorney's fees and costs. On September 27,
2002, the Court entered an Agreed Order Compelling Arbitration. A panel of three
arbitrators was selected. Mr. Brantley's claims against us and David Sharbutt,
including claims asserted in the Lubbock County lawsuit and in the arbitration,
were resolved pursuant to a settlement agreement dated February 6, 2004. The
settlement does not materially impact our consolidated financial statements or
our operations.
On January 8, 2003, a claim was made against us by Southwest Antenna
and Tower, Inc. ("SWAT") in the Second Judicial District Court, County of
Bernalillo, State of New Mexico, for monies due on an open account. SWAT sought
to recover approximately $2.0 million from us relating to work performed by SWAT
during 2000 for Roberts Wireless Communications, L.L.C., which was acquired by
us in the first quarter of 2001. This claim was settled for $875,000 during the
second quarter of 2003.
In November and December 2003 and January 2004, multiple lawsuits were
filed against Alamosa Holdings and David E. Sharbutt, our Chairman and Chief
Executive Officer and Kendall W. Cowan, our Chief Financial Officer. Steven
Richardson, our Chief Operating Officer, is also a named defendant in one of the
lawsuits. Each claim is a purported class action filed on behalf of a putative
class of persons who and/or entities that purchased Alamosa Holdings' securities
between January 9, 2001 and June 13, 2002, inclusive, and seeks recovery of
compensatory damages, fees and costs. The cases allege violations of Sections
10(b) and 20(a) of the Exchange Act, and Rule 10b-5 promulgated thereunder.
Additionally, certain of the suits allege violations of Sections 11, 12(a) and
15 of the Securities Act and seek recission or rescissory damages in connection
with Alamosa Holdings' November 2001 common stock offering. The suits allege,
among other things, that Alamosa Holdings' filings with the SEC and press
releases issued during the relevant period were false and misleading because
they failed to disclose and/or misrepresented that Alamosa Holdings allegedly
(i) was increasing its subscriber base by relaxing credit standards for new
customers, (ii) had been experiencing high involuntary disconnections from high
credit risk customers that allegedly produced tens of millions of dollars of
impaired receivables on its financial statements, and (iii) had experienced
lower subscription growth due to tightened credit standards that required
credit-challenged customers to pay deposits upon the initiation of services.
Each lawsuit was filed in the United Stated District Court for the Northern
District of Texas, in either the Lubbock Division or the Dallas Division. On
February 27, 2004, the lawsuits were consolidated into one action pending in the
United States District Court for the Northern District of Texas, Lubbock
Division. We believe that the defendants have meritorious defenses to these
claims and intend to vigorously defend these actions. No discovery has been
taken at this time, and the ultimate outcome is not currently predictable. There
can be no assurance that the litigation will be resolved in the defendants'
favor and an adverse resolution could adversely affect our financial condition.
On November 26, 2003, Core Group PC filed a claim against Alamosa PCS
and four other PCS Affiliates of Sprint in the United States District Court for
the District of Kansas alleging copyright infringement related to the designs
used in Sprint retail stores. The complainant seeks money damages and an
injunction against Alamosa PCS' continued use of the alleged copyrighted
designs. We are in the process of evaluating this claim.
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Omitted under the reduced disclosure format pursuant to General
Instruction I(2)(c) of Form 10-K.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
We are a wholly owned subsidiary of Alamosa PCS Holdings and an
indirect wholly owned subsidiary of Alamosa Holdings. There is no market for our
common stock.
We have historically paid cash dividends to our stockholder from time
to time to reimburse it and Alamosa Holdings for expenses incurred. Alamosa PCS
Holdings and Alamosa Holdings do not independently generate operating revenue,
and their primary source of income is distributions from us. Additionally,
beginning in 2004, we anticipate making quarterly cash dividend payments to
allow Alamosa Holdings to pay dividends, to the extent such dividends are paid
in cash, on the preferred stock issued by it in connection with the debt
exchange, which took place in November 2003. Dividends, if any, will be
determined by our Board of Directors and will depend upon our results of
operations, financial condition and capital expenditure plans, as well as other
factors that our Board of Directors considers relevant. In addition, the terms
of the indentures governing our senior notes may limit our ability and that of
our guarantor subsidiaries under our senior notes to pay dividends in the
future.
ITEM 6. SELECTED FINANCIAL DATA.
Omitted under the reduced disclosure format pursuant to General
Instruction I(2)(a) of Form 10-K.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION.
FORWARD LOOKING INFORMATION
You should read the following discussion and analysis when you read the
consolidated financial statements and the related notes included in this annual
report on Form 10-K beginning on page F-1. This discussion contains
forward-looking statements that involve risks and uncertainties. Our actual
results could differ materially from the results anticipated in these
forward-looking statements as a result of factors including, but not limited to,
those under "Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operation - Risk Factors" and "This Annual Report Contains
Forward-Looking Statements."
DEFINITIONS OF OPERATING METRICS
We discuss the following operating metrics relating to our business in
this "Management's Discussion and Analysis of Financial Condition and Results of
Operation" section:
o ARPU, or average monthly revenue per user, is a measure used to
determine the average monthly subscriber revenue earned for subscribers
based in our territory. This measure is calculated by dividing
subscriber revenues in our consolidated statement of operations by our
average daily subscribers during the period divided by the number of
months in the period.
o Average monthly churn is used to measure the rate at which subscribers
based in our territory deactivate service on a voluntary or involuntary
basis. We calculate average monthly churn based on the number of
subscribers deactivated during the period (net of transfers out of our
service area and those who deactivated within 30 days of activation) as
a percentage of our average daily subscriber base during the period
divided by the number of months during the period.
o CPGA, or cost per gross addition, is used to measure the average cost
incurred to add a new subscriber in our territory. Costs we incur in
calculating this measure include handset subsidies on new subscriber
activations, commissions, rebates and other selling and marketing
costs. We calculate CPGA by dividing (a) the sum of cost of products
sold and selling and marketing expenses associated with transactions
with new subscribers during the measurement period, less product sales
revenues associated with transactions with new subscribers during the
measurement period, by (b) the total number of subscribers activated in
our territory during the period (net of activations deactivated within
30 days and activations due to transfers from Sprint PCS and other PCS
Affiliates of Sprint into our territory.)
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o Licensed POPs represent the number of residents (usually expressed in
millions) in our territory in which we have an exclusive right to
provide wireless mobility communications services under the Sprint
brand name. The number of residents located in our territory does not
represent the number of wireless subscribers that we serve or expect to
serve in our territory.
o Covered POPs represent the number of residents (usually expressed in
millions) covered by our portion of the PCS network of Sprint in our
territory. The number of residents covered by our network does not
represent the number of wireless subscribers that we serve or expect to
serve in our territory.
GENERAL
As a PCS Affiliate of Sprint, we have the exclusive right to provide
wireless mobility communications services under the Sprint brand name in our
licensed territory. We own and are responsible for building, operating and
managing the portion of the PCS network of Sprint located in our territory. We
offer national plans designed by Sprint as well as local plans tailored to our
market demographics. Our portion of the PCS network of Sprint is designed to
offer a seamless connection with the 100% digital PCS nationwide wireless
network of Sprint. We market Sprint PCS products and services through a number
of distribution outlets located in our territory, including our own retail
stores, major national distributors and local third party distributors. At
December 31, 2003, we had total licensed POPs of over 15.8 million, covered POPs
of approximately 12.0 million and total subscribers of approximately 727,000.
We recognize revenues from our subscribers for the provision of
wireless telecommunications services, proceeds from the sales of handsets and
accessories through channels controlled by us and fees from Sprint and other
wireless service providers and resellers when their customers roam onto our
portion of the PCS network of Sprint. Sprint retains 8% of all service revenue
collected from our subscribers (not including products sales and roaming charges
billed to our subscribers) and all fees collected from other wireless service
providers and resellers when their customers use our portion of the PCS network
of Sprint. We report the amount retained by Sprint as an operating expense. In
addition, Sprint bills our subscribers for taxes, handset insurance, equipment
and Universal Service Fund charges and other surcharges which we do not record.
Sprint collects these amounts from the subscribers and remits them to the
appropriate entity.
As part of our affiliation agreements with Sprint PCS, we have
contracted with Sprint PCS to receive back office services such as customer
activation, handset logistics, billing, customer care and network monitoring
services. We initially elected to delegate the performance of these services to
Sprint PCS to take advantage of their economies of scale, to accelerate our
build-out and market launches and to lower our initial capital requirements. We
continue to contract with Sprint PCS for these services today and are obligated
to continue using Sprint PCS to provide these services through December 31,
2006. The cost for these services is primarily on a per subscriber or per
transaction basis and is recorded as an operating expense.
CRITICAL ACCOUNTING POLICIES
The fundamental objective of financial reporting is to provide useful
information that allows a reader to comprehend the business activities of an
entity. To aid in that understanding, we have identified our "critical
accounting policies." These policies have the potential to have a more
significant impact on our consolidated financial statements, either because of
the significance of the financial statement item to which they relate or because
they require judgment and estimation due to the uncertainty involved in
measuring, at a specific point in time, events which are continuous in nature.
ALLOWANCE FOR DOUBTFUL ACCOUNTS - Estimates are used in determining our
allowance for doubtful accounts and are based on our historical collection
experience, current trends, credit policy, a percentage of our accounts
receivable by aging category and expectations of future bad debts based on
current collection activities. In determining the allowance, we consider
historical write-offs of our receivables and our history is somewhat limited due
to the number of changes that have historically been made to credit policies. We
also look at current trends in the credit quality of our customer base as well
as changes in the credit policies.
Under PCS service plans offered by Sprint, customers who do not meet
certain credit criteria can nevertheless select any plan offered, subject to an
account spending limit, or ASL, which serves to control our credit exposure.
ASLs range from $125 to $200 per customer and generally require deposits in the
amount of the limit that could be credited
28
against future billings. In May 2001, the deposit requirement was eliminated on
certain, but not all, credit classes. As a result, a significant amount of our
customer additions during 2001 were under the NDASL program. The NDASL program
was replaced by the "Clear Pay" program in November 2001, which reinstated the
deposit requirement for certain of the lowest credit class customers and
featured increased back office controls with respect to collection efforts. We
reinstated the deposit for customers in certain credit classes on the Clear Pay
program as of February 24, 2002, and we believe that this program, referred to
as Clear Pay II, has reduced our future bad debt exposure.
REVENUE RECOGNITION - We record equipment revenue for the sale of
handsets and accessories to customers in our retail stores and to local
resellers in our territories. We do not record equipment revenue on handsets and
accessories purchased by our customers from national resellers or directly from
Sprint. Our customers pay an activation fee when they initiate service. In the
past, we deferred this activation fee in all cases and recorded the activation
fee revenue over the estimated average life of our customers which ranges from
12 to 36 months depending on credit class and based on our past experience. We
recognize revenue from our customers as they use the service. Additionally, we
provide a reduction of recorded revenue for billing adjustments and billing
corrections.
The cost of handsets sold generally exceeds the retail sales price, as
it is common in our industry to subsidize the price of handsets for competitive
reasons. For handsets sold through channels controlled by Sprint that are
activated by a subscriber in our territory, we reimburse Sprint for the amount
of subsidy incurred by them in connection with the sale of these handsets. This
reimbursement paid to Sprint is reflected in our selling and marketing expenses
in the consolidated statements of operations.
Effective July 1, 2003, we adopted the accounting provisions of
Emerging Issues Task Force ("EITF") Abstract No. 00-21, "Accounting for Revenue
Arrangements with Multiple Deliverables." Accordingly, beginning July 1, 2003,
we allocate amounts charged to customers at the point of sale between the sale
of handsets and other equipment and the sale of wireless telecommunication
services in those transactions taking place in distribution channels that we
directly control. Activation fees charged in transactions outside of our
directly controlled distribution channels continue to be deferred and amortized
over the average life of the subscriber base.
ACCOUNTING FOR GOODWILL AND INTANGIBLE ASSETS - In connection with our
acquisitions of Roberts, WOW and Southwest PCS in the first quarter of 2001, we
recorded certain intangible assets including both identifiable intangibles and
goodwill. Identifiable intangibles consisted of the Sprint agreements and the
respective subscriber bases in place at the time of acquisition. The intangible
assets related to the Sprint agreements are being amortized on a straight line
basis over the remaining original term of the underlying Sprint agreements or
approximately 17.6 years. The subscriber base intangible asset is being
amortized on a straight line basis over the estimated life of the acquired
subscribers or approximately 3 years.
We adopted the provisions of Statement of Financial Accounting
Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets," on January
1, 2002. SFAS No. 142 primarily addresses the accounting for goodwill and
intangible assets subsequent to their initial recognition. The provisions of
SFAS No. 142 (i) prohibit the amortization of goodwill and indefinite-lived
intangible assets, (ii) require that goodwill and indefinite-lived intangible
assets be tested annually for impairment (and in interim periods if certain
events occur indicating that the carrying value of goodwill and indefinite-lived
intangible assets may be impaired), (iii) require that reporting units be
identified for the purpose of assessing potential future impairments of goodwill
and (iv) remove the forty-year limitation on the amortization period of
intangible assets that have finite lives. As of December 31, 2001, we had
recorded $15.9 million in accumulated amortization of goodwill. Upon the
adoption of SFAS No. 142, the amortization of goodwill was discontinued.
SFAS No. 142 requires that goodwill and indefinite-lived intangible
assets be tested annually for impairment using a two-step process. The first
step is to identify a potential impairment by comparing the fair value of
reporting units to their carrying value and, upon adoption, must be measured as
of the beginning of the fiscal year. As of January 1, 2002, the results of the
first step indicated no potential impairment of our goodwill.
The annual assessment as of July 31, 2002 was performed with the
assistance of a nationally recognized appraisal firm. In performing the
evaluation, the appraisal firm used information from various sources including,
but not limited to, current stock price, transactions involving similar
companies, the business plan prepared by management and our then current and
past operating results. The appraisal firm used a combination of the guideline
transaction approach, the discounted cash flow approach and the public price
approach to determine the fair value of the Company which had been determined to
be the single reporting unit. The guideline transaction approach used a sample
of recent wireless service provider transactions to determine an average price
per POP and price per customer. The discounted cash flow
28
approach used the projected discounted future cash flows and residual values of
the Company to determine the indicated value of invested capital. The public
price approach was based on the market price for our publicly traded equity
securities along with an estimated premium for control. This was combined with
the carrying value of our debt securities to arrive at the indicated value of
invested capital. The results of this valuation indicated that the fair value of
the reporting unit was less than the carrying amount.
Based on the indicated impairment resulting from this valuation, we
proceeded to the second step of the annual impairment testing which involved
allocating the fair value of the reporting unit to its identifiable assets and
liabilities as if the reporting unit had been acquired in a business combination
where the purchase price is considered to be the fair value of the reporting
unit. Any unallocated purchase price is considered to be the fair value of
goodwill. The second step of this impairment test indicated that goodwill had no
value and an impairment charge of $291,635 was recorded in the third quarter of
2002. This impairment charge is included as a separate line item in the
consolidated statement of operations for the year ended December 31, 2002.
LONG-LIVED ASSET RECOVERY - Long-lived assets, consisting primarily of
property, equipment and finite-lived intangibles, comprised approximately 80
percent of our total assets at December 31, 2003. Changes in technology or in
our intended use of these assets may cause the estimated period of use or the
value of these assets to change. In addition, changes in general industry
conditions could cause the value of certain of these assets to change. We
monitor the appropriateness of the estimated useful lives of these assets.
Whenever events or changes in circumstances indicate that the carrying amounts
of these assets may not be recoverable, we review the respective assets for
impairment. The impairment of goodwill recorded in 2002 and the current trends
in the wireless telecommunications industry that drove our decision to launch a
debt exchange offer in September 2003 were deemed to be "triggering events"
requiring impairment testing of our other long-lived assets under SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets." In performing
this test, assets are grouped according to identifiable cash flow streams and
the undiscounted cash flow over the life of the asset group is compared to the
carrying value of the asset group. We have determined that we have one asset
grouping related to cash flows generated by our subscriber base, which includes
all of our assets. The life of this asset group for purposes of these impairment
tests was assumed to be ten years. No impairment was indicated as a result of
these tests. Estimates and assumptions used in both estimating the useful life
and evaluating potential impairment issues require a significant amount of
judgment.
INCOME TAXES - We utilize an asset and liability approach to accounting
for income taxes, wherein deferred taxes are provided for book and tax basis
differences for assets and liabilities. In the event differences exist between
the book and tax basis of our assets and liabilities that result in deferred
assets, an evaluation of the probability of being able to realize the future
benefits indicated by such assets is made. A valuation allowance is provided for
the portion of deferred tax assets for which there is sufficient uncertainty
regarding our ability to recognize the benefits of those assets in future years.
The net deferred tax asset was fully reserved through December 31, 2000
because of uncertainty regarding our ability to recognize the benefit of the
asset in future years. In connection with the acquisitions in 2001, a
significant deferred tax liability was recorded related to intangibles. The
reversal of the timing differences which gave rise to the deferred tax liability
will allow us to benefit from the deferred tax asset. As such, the valuation
allowance against the deferred tax asset was reduced in 2001 to account for the
expected benefit to be realized. Prior to February 1, 2000, our predecessor
operated as a limited liability company ("LLC") under which losses for income
tax purposes were utilized by the LLC members on their income tax returns.
Subsequent to January 31, 2000, we became a C-corp for federal income tax
purposes and therefore subsequent losses became net operating loss carryforwards
to us. We continue to evaluate the likelihood of realizing the benefits of
deferred tax items. During 2003, we reinstated a valuation allowance to reflect
the deferred tax assets at the amounts expected to be realized.
RELIANCE ON THE TIMELINESS AND ACCURACY OF DATA RECEIVED FROM SPRINT -
We place significant reliance on Sprint as a service provider in terms of the
timeliness and accuracy of financial and statistical data related to customers
based in our service territory that we receive on a periodic basis from Sprint.
We make significant estimates in terms of cash flows, revenue, cost of service,
selling and marketing costs and the adequacy of our allowance for uncollectible
accounts based on this data we receive from Sprint. We obtain assurance as to
the accuracy of this data through analytic review and reliance on the service
auditor report on Sprint's internal control processes prepared by Sprint's
external service auditor. Inaccurate or incomplete data from Sprint could have a
material adverse effect on our results of operations and cash flow.
29
CONSOLIDATED RESULTS OF OPERATIONS
Unless otherwise indicated, amounts stated in dollars in this
description are in thousands.
In the first quarter of 2001, we completed the acquisition of three PCS
Affiliates of Sprint: Roberts Wireless Communications, L.L.C., or Roberts;
Washington Oregon Wireless, LLC, or WOW; and Southwest PCS Holdings, Inc., or
Southwest PCS. These acquisitions added a total of approximately 90,000
subscribers at the time of acquisition. The acquisitions were accounted for
under the purchase method of accounting such that the results of operations for
the acquired entities are included in our consolidated operating results only
from the date of acquisition. Accordingly, this impacts the comparison of our
results of operations for the year ended December 31, 2001.
FOR THE YEAR ENDED DECEMBER 31, 2003 COMPARED TO THE YEAR ENDED DECEMBER 31,
2002
SUBSCRIBER GROWTH AND KEY PERFORMANCE INDICATORS - We had total
subscribers of approximately 727,000 at December 31, 2003 compared to
approximately 622,000 at December 31, 2002. This growth of approximately 105,000
subscribers or 17 percent compares to 24 percent growth in 2002. The decline in
the rate of growth from 2002 to 2003 is due to a larger subscriber base and the
fact that overall growth in the wireless telecommunications industry declined in
2003 as compared to 2002.
Average monthly churn for 2003 was approximately 2.7 percent compared
to approximately 3.4 percent for 2002. Increases in churn negatively impact our
operations as we incur significant up front costs in acquiring customers.
Average monthly churn in 2002 was the highest we have experienced since
inception due to a significant number of involuntary deactivations of
subscribers for non-payment resulting from the significant number of sub-prime
credit quality customers we and Sprint had taken on during 2001 in connection
with the Clear Pay program. We and certain other PCS Affiliates of Sprint
modified the Clear Pay program in February 2002 and began to see the benefits of
decreased involuntary deactivations in the fourth quarter of 2002 that continued
into 2003.
Our CPGA includes handset subsidies on new subscriber activations and
selling and marketing costs and was approximately $376 in 2003, which was
approximately 2 percent higher than the $369 incurred in 2002. As overall
subscriber growth on a national basis declined in 2002, competition among the
wireless communications providers became more intense. As a result of this
competition for both new subscribers and existing subscribers from other
carriers, promotional efforts increased during 2002 in terms of handset rebates
and other promotional activities which increases the up front costs in acquiring
customers. Competition among the carriers continued to be strong during 2003
such that the cost of acquiring new subscribers did not see a reduction during
2003.
SERVICE REVENUES - Service revenues consist of revenues from our
subscribers and roaming revenue earned when subscribers from other carriers roam
onto our portion of the PCS network of Sprint. Subscriber revenue consists of
payments received from our subscribers for monthly service under their service
plans. Subscriber revenue also includes activation fees and charges for the use
of various features, including PCS Vision, the wireless web and voice activated
dialing.
Subscriber revenues were $452,396 for the year ended December 31, 2003
compared to $391,927 for the year ended December 31, 2002. This increase of 15
percent was primarily due to the 17 percent increase in our subscriber base
discussed above. Base ARPU (without roaming) decreased in 2003 to $56 compared
to $58 in 2002. This decrease is attributable to plans with larger buckets of
minutes being offered in 2003 compared to 2002 as a result of the increased
level of competition in the marketplace resulting in lower overage revenue from
customers exceeding their plan minutes.
Roaming revenue is comprised of revenue from Sprint and other PCS
subscribers based outside of our territory that roam onto our portion of the PCS
network of Sprint. We have a reciprocal roaming rate arrangement with Sprint
where per minute charges for inbound and outbound roaming relative to Sprint
subscribers are identical. This roaming rate was 10 cents per minute on January
1, 2002, and declined to 5.8 cents per minute on January 1, 2003. The decline in
rates was offset by an increase in roaming minutes as well as the growth in the
customer bases of Sprint and other PCS providers. The modifications to our
affiliation agreements with Sprint PCS that became effective on December 1, 2003
after the completion of our debt exchange fixes our reciprocal roaming rate with
Sprint PCS at 5.8 cents per minute until December 31, 2005. We are currently a
net receiver of roaming with Sprint, meaning that other Sprint customers roam
onto our network at a higher rate than our customers roam onto other portions of
the PCS network of Sprint. The ratio of inbound to outbound Sprint PCS roaming
minutes was 1.14 to 1 for the year ended December 31, 2003, and we expect this
margin to trend close to 1 to 1 over time. The toll rate for long distance
charges associated with Sprint roaming is
30
expected to decline gradually from its current rate of approximately 2 cents per
minute. We have also experienced a significant increase in the volume of inbound
roaming traffic from PCS providers other than Sprint, which traffic is settled
at rates separately negotiated by Sprint on our behalf with the other PCS
providers.
We had approximately 1.7 billion minutes of inbound roaming traffic in
2003 compared to approximately 1.1 billion minutes of inbound roaming traffic in
2002. The increase in total minutes offset by the decrease in rates for Sprint
PCS roaming accounted for the 8 percent overall increase in roaming revenue to
$150,772 in 2003 from $139,843 in 2002.
PRODUCT SALES AND COST OF PRODUCTS SOLD- We record revenue from the
sale of handsets and accessories, net of an allowance for returns, as product
sales. Product sales revenue and costs of products sold are recorded for all
products that are sold through our retail stores as well as those sold to our
local indirect agents. The cost of handsets sold generally exceeds the retail
sales price as we subsidize the price of handsets for competitive reasons.
Sprint's handset return policy allows customers to return their handsets for a
full refund within 14 days of purchase. When handsets are returned to us, we may
be able to reissue the handsets to customers at little additional cost to us.
However, when handsets are returned to Sprint for refurbishing, we receive a
credit from Sprint, which is less than the amount we originally paid for the
handset.
Product sales revenue for 2003 was $27,882 compared to $23,922 for
2002. Cost of products sold for 2003 was $59,651 compared to $50,974 for 2002.
As such the subsidy on handsets sold through our retail and local indirect
channels was $31,769 in 2003 and $27,052 in 2002. On a per new subscriber
activation basis, the subsidy was approximately $122 per activation in 2003 and
approximately $113 per activation in 2002. The increase in subsidy per
activation of $9 per activation in 2003 was due to increased promotional efforts
in terms of rebates on handsets and equipment offered in response to increased
competition in the marketplace.
COST OF SERVICE AND OPERATIONS (EXCLUDING NON-CASH COMPENSATION) - Cost
of service and operations includes the costs of operating our portion of the PCS
network of Sprint. These costs include items such as tower leases and
maintenance as well as backhaul costs, which are costs associated with
transporting wireless calls across our portion of the PCS network of Sprint to
another carrier's network. In addition, cost of service and operations includes
outbound roaming costs, long distance, the fees we pay to Sprint for our 8
percent affiliation fee, back office services such as billing and customer care
as well as our provision for estimated uncollectible accounts. Expenses of
$317,215 in 2003 were 8 percent lower than the $343,468 incurred in 2002. This
decrease in cost is primarily attributable to a reduction in bad debt expense in
2003 to $13,451 compared to $40,285 in 2002 as we have begun to see the benefit
of reinstating deposit requirements on subscribers in certain credit categories
in the form of reduced involuntary deactivations of subscribers for non-payment
and resulting decreases in writeoffs.
SELLING AND MARKETING EXPENSES (EXCLUDING NON-CASH COMPENSATION) -
Selling and marketing expenses include advertising, promotion, sales commissions
and expenses related to our distribution channels including our retail store
expenses. In addition, we reimburse Sprint for the subsidy on handsets sold
through national retail stores due to the fact that these retailers purchase
their handsets from Sprint. This subsidy is recorded as a selling and marketing
expense. The amount of handset subsidy included in selling and marketing was
$16,271 and $18,323 in 2003 and 2002, respectively. Total selling and marketing
expenses of $112,626 in 2003 were 5 percent lower than the $119,059 incurred in
2002 due to a decrease in total subscriber activations during 2003 as compared
to 2002 of approximately 25,000 activations.
GENERAL AND ADMINISTRATIVE EXPENSES (EXCLUDING NON-CASH COMPENSATION) -
General and administrative expenses include corporate costs and expenses such as
administration and finance. General and administrative expenses of $15,814 in
2003 were 8 percent higher than the $14,656 incurred in 2002. The primary causes
for this increase were increased professional fees being driven by various
efforts undertaken in 2003 in preparing for the reporting requirements under the
Sarbanes-Oxley Act of 2002.
DEPRECIATION AND AMORTIZATION - Depreciation and amortization includes
depreciation of our property and equipment as well as amortization of
intangibles. Depreciation is calculated on the straight line method over the
estimated useful lives of the underlying assets and totaled $70,428 in 2003 as
compared to $64,702 in 2002. This increase of 9 percent is due to the increase
in depreciable costs as a result of our capital expenditures in 2003.
Amortization expense relates to intangible assets recorded in
connection with the acquisitions closed in the first quarter of 2001. We
recorded two identifiable intangibles in connection with each of the
acquisitions consisting of
31
values assigned to our affiliation agreements with Sprint PCS and the customer
base acquired. Amortization expense of $40,067 in 2003 was consistent with the
$40,419 in 2002.
IMPAIRMENT OF PROPERTY AND EQUIPMENT - In 2003 we recorded impairments
of property and equipment totaling $2,243 primarily related to the abandonment
of certain network equipment that had become technologically obsolete. In 2002
we recorded impairments of property and equipment totaling $1,194 primarily
related to a switching facility that was closed and abandoned.
NON-CASH COMPENSATION - Non-cash compensation expense of $149 and $29
in 2003 and 2002, respectively relates to shares of restricted Alamosa Holdings
stock that were awarded to our officers in 2002. Certain of our officers
received a total of 800,000 shares of restricted stock in 2002 at a discount to
market price that will vest over a three-year period. Compensation expense
related to the difference between the market price of the stock and the price
the officers paid for the stock will be recognized over the vesting period
during which the restrictions lapse.
OPERATING INCOME (LOSS) - Our operating income for 2003 was $12,857
compared to a loss of $(370,444) for 2002. This increase in income is primarily
attributable to the fact that we recognized a $291,635 impairment of goodwill in
2002. The remaining improvement is primarily attributable to the leverage we are
beginning to experience in spreading our fixed costs over a larger base of
subscribers and growth in inbound roaming revenue from other PCS carriers.
DEBT EXCHANGE EXPENSES - Debt exchange expenses recorded in 2003 of
$8,694 consist of professional fees and transaction costs associated with the
debt exchange that was completed in November 2003 that were allocated to the new
notes issued in the exchange and were expensed in accordance with the accounting
provisions of SFAS No. 15, "Accounting by Debtors and Creditors for Troubled
Debt Restructurings." Due to the fact that the debt exchange was considered a
troubled debt restructuring under the provisions of SFAS No. 15, transaction
costs associated with the granting of an equity interest to the holders of the
notes by Alamosa Holdings were recorded as a reduction in the fair value of the
Series B Convertible Preferred Stock that Alamosa Holdings issued in the debt
exchange. The remaining transaction costs were expensed. We had no such debt
exchange expenses in 2002.
INTEREST AND OTHER INCOME - Interest and other income represents
amounts earned on the investment of excess cash including restricted cash.
Income of $929 in 2003 was 73 percent less than the $3,459 earned in 2002 due to
declining interest rates and the fact that excess cash and investments,
including restricted cash, were liquidated during 2002 and 2003 in connection
with funding our capital expenditures, cash interest payments on senior notes
and operating cash flow losses.
INTEREST EXPENSE - Interest expense for 2003 and 2002 included non-cash
interest of $37,402 and $36,773, respectively, related to the accretion of
senior discount notes, the amortization of debt issuance costs and changes in
the fair value of hedge instruments that do not qualify for hedge accounting
treatment. The decrease in total interest expense to $99,914 from $102,863 in
2002 is due to the decreased level of debt after the debt exchange completed in
November 2003.
FOR THE YEAR ENDED DECEMBER 31, 2002 COMPARED TO THE YEAR ENDED DECEMBER 31,
2001
SUBSCRIBER GROWTH AND KEY PERFORMANCE INDICATORS - We had total
subscribers of approximately 622,000 at December 31, 2002 compared to
approximately 503,000 at December 31, 2001. This growth of approximately 119,000
subscribers or 24 percent compares to 211 percent growth in 2001, excluding
subscribers acquired through acquisitions in 2001. The decline in the rate of
growth from 2001 to 2002 was due to the fact that markets were being launched
during 2001 where our coverage area increased from 4.5 million to 11.2 million
covered POPs. During 2002 our coverage area increased minimally from 11.2
million to 11.8 million covered POPs as we had substantially completed the
build-out of our network by the end of 2001.
Average monthly churn for 2002 was approximately 3.4 percent compared
to approximately 2.7 percent for 2001. The increase in average monthly churn for
2002 was the result of a significantly higher level of involuntary deactivations
of subscribers for non-payment. This was driven by the addition of a significant
number of sub-prime credit quality subscribers in 2001 under the Clear Pay and
NDASL programs. We reinstated deposit requirements for sub-prime credit quality
subscribers in our markets in February 2002 and began to see the impact of this
change in the form of decreasing average monthly churn in the fourth quarter of
2002.
32
Our CPGA was approximately $369 in 2002 compared to $349 in 2001. As
overall subscriber growth on a national basis declined in 2002, competition
among the wireless communications providers became more intense. As a result of
this competition for both new subscribers and existing subscribers from other
carriers, promotional efforts such as handset rebates and other promotional
activities increased during 2002, which increased the up front costs in
acquiring customers. This competition along with having to spread our fixed
marketing expenses over a fewer number of activations in 2002 resulted in the
increase in CPGA of $20.
SERVICE REVENUES - Subscriber revenues were $391,927 for the year ended
December 31, 2002 compared to $231,145 for the year ended December 31, 2001.
This increase of 70 percent was partially due to the 24 percent increase in our
subscriber base discussed above. The increase in revenue exceeded the increases
in subscribers as we had a larger base of subscribers at the beginning of 2002
for which we earned a full year of revenue in 2002. Base ARPU decreased in 2002
to $58 compared to $61 in 2001. This decrease was attributable to lower monthly
recurring charges for plans with larger buckets of minutes being offered in 2002
compared to 2001 as a result of the increased level of competition in the
marketplace.
The reciprocal roaming rate with Sprint declined during 2001, from 20
cents per minute on January 1, 2001 to 15 cents per minute on June 1, 2001, and
to 12 cents per minute on October 1, 2001. On January 1, 2002, this rate
declined to 10 cents per minute and remained at this level throughout 2002. The
toll rate for long distance charges associated with Sprint roaming was
approximately 6 cents per minute in 2001 and approximately 2 cents per minute in
2002. The decline in rates was offset by significant increases in roaming
minutes due to the fact that we added additional base stations which allowed us
to capture additional roaming traffic as well as growth in the customer bases of
Sprint and other PCS providers. During 2002 we also experienced a significant
increase in the volume of inbound roaming traffic from PCS providers other than
Sprint. We had approximately 1.1 billion minutes of inbound roaming traffic in
2002 compared to approximately 515 million minutes of inbound roaming traffic in
2001. The increase in minutes offset by the decrease in rates accounted for the
41 percent overall increase in roaming revenue to $139,843 in 2002 from $99,213
in 2001.
PRODUCT SALES AND COST OF PRODUCTS SOLD- Product sales revenue for 2002
was $23,922 compared to $26,781 for 2001. Cost of products sold for 2002 was
$50,974 compared to $53,911 for 2001. As such the subsidy on handsets sold
through our retail and local indirect channels was $27,052 in 2002 and $27,130
in 2001. On a per new subscriber activation basis, the subsidy was approximately
$113 per activation in 2002 and approximately $121 per activation in 2001.
COST OF SERVICE AND OPERATIONS (EXCLUDING NON-CASH COMPENSATION) -
Expenses of $343,468 in 2002 were 44 percent higher than the $237,843 incurred
in 2001. This increase in cost is the result of the completion of the build out
of our network which drove an increase in the number of subscribers using our
network. In addition, certain costs of service and operations are driven by the
volume of traffic on our network. Total minutes of use on our network were 4.1
billion minutes in 2002 compared to 2.1 billion minutes in 2001 for an increase
in traffic of 95 percent.
SELLING AND MARKETING EXPENSES (EXCLUDING NON-CASH COMPENSATION) -
Selling and marketing expenses include advertising, promotion, sales commissions
and expenses related to our distribution channels including our retail store
expenses. In addition, we reimburse Sprint for the subsidy on handsets sold
through national retail stores due to the fact that these retailers purchase
their handsets from Sprint. This subsidy is recorded as a selling and marketing
expense. The amount of handset subsidy included in selling and marketing was
$18,323 and $14,575 in 2002 and 2001, respectively. Total selling and marketing
expenses of $119,059 in 2002 were 8 percent higher than the $110,052 incurred in
2001 due to increased competition in the marketplace as well as an increase in
the total number of subscriber activations.
GENERAL AND ADMINISTRATIVE EXPENSES (EXCLUDING NON-CASH COMPENSATION) -
General and administrative expenses of $14,656 in 2002 were 6 percent higher
than the $13,853 incurred in 2001. The primary causes for this increase were
increased insurance costs and increased professional fees.
DEPRECIATION AND AMORTIZATION - Depreciation totaled $64,702 in 2002 as
compared to $45,963 in 2001. This increase of 41 percent was due to the increase
in depreciable costs as a result of our capital expenditures in 2002.
Amortization expense relates to intangible assets recorded in
connection with the acquisitions closed in the first quarter of 2001. In
addition to unidentifiable goodwill, we recorded two identifiable intangibles in
connection with each of the acquisitions consisting of values assigned to our
affiliation agreements with Sprint PCS and the customer base
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acquired in connection with each of the acquisitions. Amortization expense of
$40,419 in 2002 was 17 percent lower than the $48,759 in 2001 due to the fact
that amortization of goodwill was discontinued on January 1, 2002 upon the
adoption of the provisions of SFAS No. 142 as discussed in "Critical Accounting
Policies" which resulted in no amortization of goodwill being recorded in 2002.
IMPAIRMENT OF GOODWILL - In accordance with the provisions of SFAS No.
142, we performed our first annual assessment of goodwill for impairment as of
July 31, 2002. The results of this assessment indicated that our goodwill had no
value and an impairment charge of $291,635 was recorded in 2002.
IMPAIRMENT OF PROPERTY AND EQUIPMENT - In 2002 we recorded impairments
of property and equipment in the amount of $1,194 primarily related to a
switching facility that was closed and abandoned. We recorded no impairments of
property and equipment in 2001.
NON-CASH COMPENSATION - The non-cash compensation expense reversal in
2001 related to stock options that were granted to employees with exercise
prices that were below then current market prices. This expense was being
recorded over the vesting period of the underlying options. Compensation expense
related to these options was a negative $916 for 2001 due to the forfeiture of
remaining options relative to a terminated employee.
Non-cash compensation expense of $29 in 2002 related to shares of
restricted Alamosa Holdings stock that were awarded to our officers in 2002.
Certain of our officers received a total of 800,000 shares of restricted stock
at a discount to market price that will vest over a three-year period.
Compensation expense related to the difference between the market price of the
stock and the price the officers paid for the stock will be recognized over the
vesting period during which the restrictions lapse.
OPERATING LOSS - Our operating loss for 2002 was $370,444 compared to
$152,326 for 2001. This increase was primarily attributable to the $291,635
impairment of goodwill recorded in 2002 offset by the leverage we are beginning
to experience in spreading our fixed costs over a larger base of subscribers who
generate ARPU that is relatively stable.
LOSS ON DEBT EXTINGUISHMENT - In connection with the closing of a
senior secured credit facility in February 2001, we drew down on that facility
and used the proceeds to repay the Nortel/Export Development Corporation ("EDC")
credit facility that was in place at the time. We had originally capitalized
loan costs in connection with obtaining the Nortel/EDC credit facility that had
a remaining unamortized balance of $5,472. The unamortized balance was expensed
at the time the Nortel/EDC credit facility was permanently repaid.
INTEREST AND OTHER INCOME - Interest and other income of $3,459 in 2002
was 70 percent less than the $11,664 earned in 2001 due to declining interest
rates and the fact that excess cash and investments were liquidated during 2002
in connection with funding our capital expenditures and operating cash flow
losses.
INTEREST EXPENSE - Interest expense for 2002 and 2001 included non-cash
interest of $36,773 and $32,022, respectively, related to the accretion of
senior discount notes, the amortization of debt issuance costs and changes in
the fair value of hedge instruments that do not qualify for hedge accounting.
The increase in total interest expense to $102,863 from $81,730 in 2001 was due
to the increased level of debt after two issuances of senior notes in 2001 and
the increased level of advances under senior secured borrowings.
INCOME TAXES
We account for income taxes in accordance with SFAS No. 109 "Accounting
for Income Taxes." As of December 31, 2000, the net deferred tax asset consisted
primarily of temporary differences related to the treatment of organizational
costs, unearned compensation, interest expense and net operating loss carry
forwards. The net deferred tax asset was fully offset by a valuation allowance
as of December 31, 2000 because there was sufficient uncertainty as to whether
we would recognize the benefit of those deferred taxes in future periods. In
connection with the mergers completed in the first quarter of 2001, we recorded
significant deferred tax liabilities due to differences in the book and tax
basis of the net assets acquired particularly due to the intangible assets
recorded in connection with the acquisitions.
The reversal of the timing differences which gave rise to these
deferred tax liabilities will allow us to realize the benefit of timing
differences which gave rise to the deferred tax asset. As a result, we released
the valuation allowance during the second quarter of 2001. Prior to 2001, all
deferred tax benefit had been fully offset by an increase in the valuation
allowance such that there was no financial statement impact with respect to
income taxes. With the reduction
34
of the valuation allowance in 2001, we began to reflect a deferred tax benefit
in our consolidated statement of operations. During 2003, we reinstated a
valuation allowance to reflect the deferred tax assets at the amounts expected
to be realized.
CASH FLOWS
OPERATING ACTIVITIES - Operating cash flows increased $81,694 in 2003
and increased $87,765 in 2002. The 2003 increase is primarily due to our
increased income before non-cash items in 2003 of $72,988 coupled with working
capital changes of $8,706 primarily due to a decrease in receivables. The 2002
increase is primarily due to our decreased loss before non-cash items in 2002 of
$84,263 coupled with working capital changes of $3,502.
INVESTING ACTIVITIES - Our investing cash flows were negative $1,256 in
2003 compared to negative $27,658 in 2002. Our cash capital expenditures for
2003 were $38,625 compared to $89,476 in 2002 due to fewer cell sites built in
2003 as we completed the coverage of our territory in 2002. Additionally, the
decrease in restricted cash related to amounts used to make cash interest
payments on our senior notes was $34,724 in 2003 and $59,968 in 2002.
Our investing cash flows were negative $27,658 in 2002 compared to
negative $263,779 in 2001. Our cash capital expenditures for 2001 were $143,731
compared to $89,476 in 2002. Restricted cash increased by $94,693 in 2001 as
portions of proceeds from two notes offerings in 2001 were escrowed to meet debt
service obligations and decreased by $59,968 in 2002 as portions of those funds
were used to meet those obligations. Additionally, in 2001, we incurred
approximately $37,617 in acquisition related costs that were not incurred in
2002 related to the acquisitions we completed in the first quarter of 2001.
FINANCING ACTIVITIES - Our financing cash flows decreased in 2003 to a
negative $16,731 from $9,501 in 2002. Our financing cash flows in 2002 primarily
consisted of $12,838 in borrowings under our senior secured credit facility. Our
negative financing cash flows in 2003 were attributable to costs incurred in
connection with a debt restructuring completed in the fourth quarter of 2003.
Our financing cash flows decreased in 2002 to $9,501 from $340,438 in
2001. Our financing cash flows in 2001 included net proceeds from debt offerings
of approximately $621,000 and debt repayments of approximately $290,000.
LIQUIDITY AND CAPITAL RESOURCES
LIQUIDITY - Since inception, we have financed our operations through
capital contributions from our owners, debt financing and proceeds generated
from public offerings of our common stock. The proceeds from these transactions
have been used to fund the build-out of our portion of the PCS network of
Sprint, subscriber acquisition costs and working capital.
While we incurred significant net losses and negative cash flows from
operating activities through 2002, we generated approximately $56 million of
cash flows from operating activities for the year ended December 31, 2003. In
November 2003, we completed a debt exchange, as described below, that provided
for approximately $238 million of principal debt reduction. In connection with
this debt exchange, we amended our affiliation agreements with Sprint PCS, and
we believe that these amendments will result in a positive annual cash impact of
more than $15 million.
As of December 31, 2003, we had approximately $98 million of cash on
hand and additional availability of $25 million under our undrawn revolving
credit facility, subject to restrictions on drawing upon that facility. In
January 2004, we completed an offering of $250 million in senior notes, the
proceeds from which were used to permanently repay and terminate our senior
secured credit facility including the undrawn revolving portion discussed above.
We received net proceeds from the January 2004 notes offering after the
repayment of the senior secured credit facility and transaction costs of
approximately $42 million which will be used for general corporate purposes.
Our capital expenditure requirements for 2004 are expected to be
between $50 million and $65 million, used primarily to purchase network
equipment for additional coverage and capacity in our markets. We believe that
our cash on hand plus the additional liquidity that we expect to generate from
our operations will be sufficient to fund these capital expenditures and to
cover our working capital and debt service requirements (including dividends on
preferred stock) for at least the next 12 months.
35
Our future liquidity will be dependent on a number of factors
influencing our projections of operating cash flows, including those related to
subscriber growth, ARPU, average monthly churn and CPGA. Should actual results
differ significantly from these assumptions, our liquidity position could be
adversely affected and we could be in a position that would require us to raise
additional capital, which may or may not be available on terms acceptable to us,
if at all, and could have a material adverse effect on our ability to achieve
our intended business objectives.
DEBT EXCHANGE - In an effort to proactively manage our capital
structure and align it with recent operating trends in the wireless
telecommunications industry, we completed an exchange of our publicly traded
debt in November 2003. Pursuant to the debt exchange, we exchanged outstanding
notes from existing noteholders amounting to approximately $343.6 million or 98%
of 12 7/8% senior discount notes, due 2010, $238.4 million or 95% of 12 1/2%
senior notes, due 2011 and $147.5 million or 98% of 13 5/8% senior notes, due
2011. Holders who tendered their 12 7/8% senior discount notes received, for
each $1,000 accreted amount of such notes tendered, as of the completion of the
debt exchange, (1) $650 in original issue amount of our new 12% senior discount
notes, due 2009 and (2) one share of Alamosa Holdings Series B Convertible
Preferred Stock with a liquidation preference of $250 per share. Holders of our
12 1/2% senior notes and our 13 5/8% senior notes who tendered their notes
received, for each $1,000 principal amount of such notes tendered, (1) $650 in
principal amount of our new 11% senior notes, due 2010 and (2) one share of
Alamosa Holdings Series B Convertible Preferred Stock with a liquidation
preference of $250 per share.
Holders of the Series B Convertible Preferred Stock are entitled to
receive cumulative dividends at an annual rate of 7 1/2% of the $250 per share
liquidation preference. Dividends are payable quarterly in arrears on the last
calendar day of each January, April, July and October commencing on January 31,
2004. Until July 31, 2008, we have the option to pay dividends on the Series B
Convertible Preferred Stock in (1) cash, (2) shares of Alamosa Holdings Series C
Convertible Preferred Stock, (3) shares of our common stock or (4) a combination
thereof. After July 31, 2008, all dividends on the Series B Convertible
Preferred Stock will be payable in cash only. The source of any funds to pay
cash dividends on Alamosa Holdings' preferred stock will be dividends from us
and our operating subsidiaries. The Series C Convertible Preferred Stock has
essentially the same terms as the Series B Convertible Preferred Stock with the
exception of the conversion rate, as discussed below.
Each share of Series B Convertible Preferred Stock and Series C
Convertible Preferred Stock is convertible at the holder's option and at any
time into shares of our common stock. The Series B Convertible Preferred Stock
is convertible at $3.40 per share and the Series C Convertible Preferred Stock
is convertible at $4.25 per share.
Beginning on the third anniversary of the date of original issuance of
the Series B Convertible Preferred Stock, Alamosa Holdings has the option to
redeem outstanding shares of the Series B Convertible Preferred Stock and Series
C Convertible Preferred Stock for cash. The initial redemption price will be
125% of the $250 per share liquidation preference, reduced by 5% annually
thereafter until 2011, after which time the redemption price will remain at
100%. All outstanding shares of the Series B Convertible Preferred Stock and
Series C Convertible Preferred Stock must be redeemed by Alamosa Holdings on
July 31, 2013.
The consummation of the debt exchange was accounted for under the
provisions of SFAS No. 15, "Accounting by Debtors and Creditors for Troubled
Debt Restructurings." In accordance with the provisions of SFAS No. 15, the new
notes issued in the debt exchange and the Series B Convertible Preferred Stock
were recorded at fair value. The excess of the fair value of such new notes and
the Series B Convertible Preferred Stock over the carrying value of the existing
debt tendered by noteholders will increase interest expense over the life of the
new notes due to the fact that the total cash flows associated with those notes
exceeds the carrying value of the new notes.
In connection with the debt exchange, on September 11, 2003, we amended
the terms of the indentures governing the old notes to add Alamosa Holdings as a
guarantor under the indentures. We further amended the indentures governing
these notes on October 29, 2003, after receiving the requisite consents from the
holders of the notes, to eliminate substantially all covenant protection under
such indentures.
Concurrently with the closing of the debt exchange, we entered into
amendments to our affiliation agreements with Sprint PCS. The amendments to our
affiliation agreements with Sprint PCS (1) simplify the manner in which
financial settlements are determined and settled between us and Sprint PCS, (2)
settled outstanding disputed charges between us and Sprint PCS, (3) provide
clarity with respect to access to information between us and Sprint PCS and (4)
provides for us to test unilateral changes requested by Sprint against certain
financial thresholds.
36
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements that would have a current or future
effect on the financial condition, changes in financial condition, revenues or
expenses, results of operations, liquidity, capital expenditures or capital
resources.
CONTRACTUAL OBLIGATIONS
Our future contractual obligations related to long-term debt, capital lease
obligations, and non-cancellable operating leases at December 31, 2003 are
reflected in the table below.
Payments due by period
------------------------------------------------------------------------------
Less than 1 - 3 4 - 5 After 5
One year Years Years Years Total
----------- --------- --------- ----------- -----------
Long-term debt (a) $ -- $ -- $ -- $ 714,424 $ 714,424
Cash interest (b) 50,017 221,898 147,223 62,585 481,723
Capital lease obligations 596 464 299 445 1,804
Operating leases 30,952 95,364 62,034 34,230 222,580
----------- ----------- ---------- ----------- -----------
$ 81,565 $ 317,726 $ 209,556 $ 811,684 $ 1,420,531
=========== =========== ========== =========== ===========
(a) Long-term debt reflects the impact of the issuance of $250 million in
senior notes due 2012 which were issued in January 2004. The proceeds
from this issuance were used to permanently repay and terminate our
senior secured credit facility. As such, the senior secured credit
facility is not included in this table.
(b) Cash interest on long-term debt takes into account the $250 million
senior notes discussed in (a) above that were issued in January 2004.
These notes require semiannual cash interest payments at an annual rate
of 8 1/2%.
DESCRIPTION OF OUR INDEBTEDNESS
12% SENIOR DISCOUNT NOTES DUE 2009 - In connection with the completion
of our debt exchange in November 2003, we issued approximately $191 million in
aggregate original issue amount of the 12% senior discount notes. The
outstanding principal amount of the 12% senior discount notes will accrete at
12%, compounded semi-annually, to approximately $233.3 million at July 31, 2005.
Thereafter, cash interest on the outstanding principal amount will be payable
semi-annually at 12% beginning on January 31, 2006 and continuing through
maturity on July 31, 2009. The 12% senior discount notes are unsecured.
11% SENIOR NOTES DUE 2010 - In connection with the completion of our
debt exchange in November 2003, we issued $250.8 million in aggregate principal
amount of the 11% senior notes. Cash interest on the outstanding principal
amount of the 11% senior notes is payable semiannually at 11% beginning on
January 31, 2004 and continuing through maturity on July 31, 2010. The 11%
senior notes are unsecured.
12 7/8% SENIOR DISCOUNT NOTES DUE 2010 - As a result of our debt
exchange, approximately $5.6 million in accreted principal amount of our 12 7/8%
senior discount notes remain outstanding at December 31, 2003. These notes will
accrete to their full principal amount at maturity of $6.4 million on February
15, 2005, and thereafter cash interest on the outstanding principal amount will
be payable semiannually at 12 7/8% beginning on August 15, 2005 and continuing
through maturity on February 15, 2010. The 12 7/8% senior discount notes are
unsecured.
12 1/2% SENIOR NOTES DUE 2011 - As a result of our debt exchange,
approximately $11.6 million in aggregate principal amount of our 12 1/2% senior
notes remain outstanding. Cash interest on the outstanding principal amount of
these notes is payable semiannually at 12 1/2% through maturity on February 1,
2011. The 12 1/2% senior notes are unsecured.
13 5/8% SENIOR NOTES DUE 2011 - As a result of our debt exchange,
approximately $2.5 million in aggregate principal amount of our 13 5/8% senior
notes remain outstanding. Cash interest on the outstanding principal amount of
these notes is payable semiannually at 13 5/8% through maturity on August 15,
2011. The 13 5/8% senior notes are unsecured.
37
SENIOR SECURED CREDIT FACILITY - As of December 31, 2003, we had in
place a senior secured credit facility that expired in February 2008. Under the
terms of the facility we could borrow up to a maximum of $225 million, of which
$200 million was outstanding at December 31, 2003. Amounts outstanding under the
senior secured credit facility bear interest at a rate of LIBOR plus 4.0%. We
permanently repaid the senior secured credit facility in its entirety from the
proceeds of an offering of senior notes in January 2004.
8 1/2% SENIOR NOTES DUE 2012 - In January 2004, we issued $250 million
in aggregate principal amount of our 8 1/2% senior notes due 2012. Cash interest
on the outstanding principal amount of these notes is payable semiannually at 8
1/2%, beginning on July 31, 2004, through maturity on January 31, 2012. We used
the proceeds from this issuance to repay and terminate outstanding borrowings
under the senior secured credit facility, including the undrawn revolver,
described above, with the remainder available for general corporate purposes.
INFLATION
We believe that inflation has not had a significant impact in the past
and is not likely to have a significant impact in the foreseeable future on our
results of operations.
FUTURE TRENDS THAT MAY AFFECT OPERATING RESULTS, LIQUIDITY AND CAPITAL RESOURCES
During 2002 and 2003, we experienced overall declining net subscriber
growth compared to previous periods. This trend is attributable to increased
competition and slowing aggregate subscriber growth in the wireless
telecommunications industry. We are currently experiencing net losses as we
continue to add subscribers, which requires a significant up-front investment to
acquire those subscribers. If the current trend of slowing net subscriber growth
does not improve, it will lengthen the amount of time it will take for us to
reach a sufficient number of subscribers to achieve profitability.
We may continue to experience higher costs to acquire customers. For
2003, our CPGA was $376 per activation compared to $369 per activation in 2002.
The fixed costs in our sales and marketing organization are being allocated
among a smaller number of activations due to the slowdown in subscriber growth.
In addition, handset subsidies have been increasing due to more aggressive
promotional efforts. With a higher CPGA, customers must remain on our network
for a longer period of time at a stable ARPU to recover those acquisitions
costs.
We may continue to experience a higher average monthly churn rate. Our
average monthly churn (net of deactivations that take place within 30 days of
the activation date) for 2003 was 2.7 percent compared to 3.4 percent for 2002.
The rate of churn experienced in 2002 was the highest that we have experienced
on an annual basis since the inception of the Company. We expect that in the
near term churn may increase as a result of the implementation of the FCC's WLNP
mandate in all of our markets during 2004. If average monthly churn increases
over the long-term, we would lose the cash flows attributable to those customers
and have greater than projected losses.
We may incur significant handset subsidy costs for existing customers
who upgrade to a new handset. As our customer base matures and technological
advances in our services take place, more existing customers will begin to
upgrade to new handsets to take advantage of these services. We have limited
historical experience regarding the rate at which existing customers upgrade
their handsets and if more customers upgrade than we are currently anticipating,
it could have a material adverse impact on our earnings and cash flows.
We may not be able to access the credit or equity markets for
additional capital if the liquidity discussed above is not sufficient for the
cash needs of our business. We continually evaluate options for additional
sources of capital to supplement our liquidity position and maintain maximum
financial flexibility. If the need for additional capital arises due to our
actual results differing significantly from our business plan or for any other
reason, we may be unable to raise additional capital.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In June 2001, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 143, "Accounting for Asset Retirement Obligations." SFAS No. 143
requires the fair value of a liability for an asset retirement obligation to be
recognized in the period that it is incurred if a reasonable estimate of fair
value can be made. The associated asset retirement costs are capitalized as part
of the carrying amount of the long-lived asset. SFAS No. 143 is effective for
fiscal years beginning after June 15, 2002. For our leased telecommunication
facilities, primarily consisting of cell sites
38
and switch site operating leases and operating leases for retail and office
space, we have adopted SFAS No. 143 as of January 1, 2003.
As previously disclosed, upon adoption of SFAS No. 143, we had
concluded that, for our leased telecommunications facilities, a liability could
not be reasonably estimated due to (1) our inability to reasonably assess the
probability of the likelihood that a lessor would enforce the remediation
requirements upon expiration of the lease term and therefore its impact on
future cash outflows, (2) our inability to estimate a potential range of
settlement dates due to our ability to renew site leases after the initial lease
expiration and (3) our limited experience in abandoning cell site locations and
actually incurring remediation costs.
It is our understanding that further clarification has been provided by
the Securities and Exchange Commission regarding the accounting for asset
retirement obligations and specifically relating to factors to consider in
determining the estimated settlement dates and the probability of enforcement of
the remediation obligation. Based on this information, we revised certain of the
estimates used in our original analysis and calculated an asset retirement
obligation for our leased telecommunication facilities. We determined that the
aforementioned asset retirement obligations did not have a material impact on
our consolidated results of operations, financial position or cash flows and
recorded the asset retirement obligations in the third quarter of 2003.
An initial asset retirement obligation of $1,213 was recorded and
classified in other non-current liabilities and a corresponding increase in
property and equipment of $1,213 were recorded in the third quarter of 2003
relating to obligations that existed upon the adoption of SFAS No. 143. We
incurred additional asset retirement obligations during the year ended December
31, 2003 of $35 related to new leases entered into during the year. Included in
costs of services and operations in our statement of operations for the year
ended December 31, 2003 is a charge of $402 related to the cumulative accretion
of the asset retirement obligations as of the adoption of SFAS No. 143 as well
as an additional $163 in accretion recorded for the year ended December 31,
2003. Included in depreciation and amortization expenses in our statement of
operations for the year ended December 31, 2003 is a charge of $364 related to
the cumulative depreciation of the related assets recorded at the time of the
adoption of SFAS No. 143 as well as an additional $123 in depreciation recorded
for the year ended December 31, 2003. For purposes of determining the asset
retirement obligations, we have assigned a 100% probability of enforcement to
the remediation obligations and have assumed an average settlement period of 20
years.
In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB
Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
Corrections as of April 2002," which rescinded or amended various existing
standards. One change addressed by this standard pertains to treatment of
extinguishments of debt as an extraordinary item. SFAS No. 145 rescinds SFAS No.
4, "Reporting Gains and Losses from Extinguishment of Debt" and states that an
extinguishment of debt cannot be classified as an extraordinary item unless it
meets the unusual or infrequent criteria outlined in Accounting Principles Board
Opinion No. 30 "Reporting the Results of Operations -- Reporting the Effects of
Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions." The provisions of this statement are
effective for fiscal years beginning after May 15, 2002 and extinguishments of
debt that were previously classified as an extraordinary item in prior periods
that do not meet the criteria in Opinion 30 for classification as an
extraordinary item shall be reclassified. The adoption of SFAS No. 145 in the
quarter ending March 31, 2003 has resulted in a reclassification of the loss on
extinguishment of debt that we previously reported as an extraordinary item for
the year ended December 31, 2001.
In June 2002, the FASB issued SFAS No. 146 "Accounting for Costs
Associated with Exit or Disposal Activities," which requires companies to
recognize costs associated with exit or disposal activities when they are
incurred rather than at the date of a commitment to an exit or disposal plan.
The provisions of this statement are effective for exit or disposal activities
initiated after December 31, 2002 and the adoption of this statement did not
have a material impact on our results of operations, financial position or cash
flows.
In December 2002, the FASB issued SFAS No. 148 "Accounting for
Stock-Based Compensation-Transition and Disclosure," which is an amendment of
SFAS No. 123 "Accounting for Stock-Based Compensation." This statement provides
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee compensation. In addition, this
statement amends the disclosure requirements of SFAS No. 123 to require
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 this statement are effective
for fiscal years ending after and interim periods beginning after December 15,
2002. As we continue to account for stock-based employee compensation using the
intrinsic value method under APB Opinion No.
39
25, we, as required, have only adopted the revised disclosure requirements of
SFAS No. 148 as of December 31, 2002.
In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement
133 on Derivative Instruments and Hedging Activities," which amends and
clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts and for
hedging activities under SFAS No. 133, "Accounting for Derivative Instruments
and Hedging Activities." This statement is effective for contracts entered into
or modified after June 30, 2003 and for hedging relationships designated after
June 30, 2003 and did not have a material impact on our results of operations,
financial position or cash flows.
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity." This
statement requires that an issuer classify a financial instrument that is within
its scope as a liability (or an asset in some circumstances) and is effective
for financial instruments entered into or modified after May 31, 2003, and
otherwise is effective at the beginning of the first interim period beginning
after June 15, 2003, except for mandatorily redeemable financial instruments of
nonpublic entities. The adoption of this statement did not have a material
impact on our results of operations, financial position or cash flows.
The EITF issued EITF Abstract No. 00-21 "Accounting for Revenue
Arrangements with Multiple Deliverables" in May, 2003. This Abstract addresses
certain aspects of the accounting by a vendor for arrangements under which it
will perform multiple revenue-generating activities. Specifically, it addresses
how consideration should be measured and allocated to the separate units of
accounting in the arrangement. The guidance in this Abstract became effective
for revenue arrangements entered into in fiscal periods beginning after June 15,
2003 and we have adopted the provisions of this abstract as of July 1, 2003.
We have elected to apply the accounting provisions of this abstract on
a prospective basis beginning July 1, 2003. Prior to the adoption of the
provisions of this abstract we had deferred all activation fee revenue as well
as activation costs in a like amount and amortized these revenues and costs over
the average life of our subscribers. The existing deferred revenue and costs at
July 1, 2003 will continue to be amortized along with that portion of activation
fees generated by customers outside of distribution channels controlled by us.
The adoption of the accounting provisions of this abstract did not have a
material impact on our results of operations, financial position or cash flows.
In November 2002, the FASB issued FASB Interpretation No. 45 ("FIN
45"), "Guarantor's Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness of Others." FIN 45 requires that
upon issuance of a guarantee, a guarantor must recognize a liability for the
fair value of an obligation assumed under a guarantee. FIN 45 also requires
additional disclosures by a guarantor in its interim and annual financial
statements about the obligations associated with guarantees issued. The
recognition provisions of FIN 45 are effective for guarantees issued after
December 31, 2002, while the disclosure requirements were effective for
financial statements for periods ending after December 15, 2002. At December 31,
2003, we had not entered into any material arrangement that would be subject to
the disclosure requirements of FIN 45. Our adoption of FIN 45 did not have a
material impact on our consolidated financial statements.
In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN 46"
or the "Interpretation"), "Consolidation of Variable Interest Entities, an
interpretation of ARB 51." The primary objectives of FIN 46 are to provide
guidance on the identification of entities for which control is achieved through
means other than through voting rights ("variable interest entities" or "VIEs")
and how to determine when and which business enterprise should consolidate the
VIE (the "primary beneficiary"). This new model for consolidation applies to an
entity which either (1) the equity investors (if any) do not have a controlling
financial interest or (2) the equity investment at risk is insufficient to
finance that entity's activities without receiving additional subordinated
financial support from other parties. In addition, FIN 46 requires that both the
primary beneficiary and all other enterprises with a significant variable
interest in a VIE make additional disclosures. In December 2003, the FASB
completed deliberations of proposed modifications to FIN 46 ("Revised
Interpretations") resulting in multiple effective dates based on the nature as
well as the creation date of the VIE. For VIEs created prior to January 1, 2004,
the Revised Interpretations must be applied no later than the quarter ended
March 31, 2004. The Revised Interpretations must be applied to all VIEs created
after January 1, 2004. Because we do not believe that we have affiliations with
any VIEs, this standard will not have a material impact on our consolidated
financial statements.
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RISK FACTORS
RISKS RELATING TO OUR BUSINESS, STRATEGY AND OPERATIONS
WE MAY NOT BE ABLE TO SUSTAIN OUR PLANNED GROWTH OR OBTAIN SUFFICIENT
REVENUE TO ACHIEVE AND SUSTAIN PROFITABILITY.
During 2002 and 2003, we experienced overall declining net subscriber
growth compared to periods prior to 2002. This trend is attributable to
increased competition and slowing aggregate subscriber growth in the wireless
telecommunications industry. We are currently experiencing net losses as we
continue to add subscribers, which requires a significant up-front investment to
acquire those subscribers. If the current trend of slowing net subscriber growth
does not improve, it may lengthen the amount of time it will take for us to
reach a sufficient number of subscribers to achieve profitability.
WE MAY NOT ACHIEVE OR SUSTAIN OPERATING PROFITABILITY OR POSITIVE CASH
FLOWS.
We have a limited operating history and have incurred significant
losses to date. Our future operating profitability and cash flows from operating
activities will depend upon many factors, including, among others, our ability
to market Sprint PCS products and services, achieve projected market penetration
and manage subscriber turnover rates. We will have to dedicate a substantial
portion of any future cash flows from operations to make interest and principal
payments on our consolidated debt, which will reduce funds available for other
purposes. If we do not maintain positive cash flows from operations, or if our
operating cash flows are insufficient to cover our debt obligations in the
future, we may be unable to conduct our business in an effective or competitive
manner.
IF WE RECEIVE LESS REVENUES OR INCUR MORE FEES THAN WE ANTICIPATE FOR
PCS ROAMING FROM SPRINT, OUR RESULTS OF OPERATIONS MAY BE NEGATIVELY AFFECTED.
We are paid a fee from Sprint or a PCS Affiliate of Sprint for every
minute that Sprint's or that affiliate's subscribers use our portion of the PCS
network of Sprint. Similarly, we pay a fee to Sprint or another PCS Affiliate of
Sprint for every minute that our subscribers use the PCS network of Sprint
outside our territory. Sprint PCS subscribers based in our territory may spend
more time in other PCS coverage areas than we anticipate, and wireless customers
from outside our territory may spend less time in our territory or may use our
services less than we anticipate. As a result, we may receive less Sprint PCS
roaming revenue and/or have to pay more in print PCS roaming fees than we
collect in Sprint PCS roaming revenue. Our ratio of inbound to outbound roaming
with Sprint PCS was approximately 1.14 to 1 in 2003. We expect this ratio to
decline to approximately 1 to 1 over time.
WE ARE A CONSUMER BUSINESS AND A RECESSION IN THE UNITED STATES
INVOLVING SIGNIFICANTLY LOWERED CONSUMER SPENDING COULD NEGATIVELY AFFECT OUR
RESULTS OF OPERATIONS.
Our primary customer base is individual consumers, and in the event
that the economic downturn that the United States and other countries have
recently experienced becomes more pronounced or lasts longer than currently
expected and spending by individual consumers drops significantly, our business
may be negatively affected.
ROAMING REVENUE FROM SUBSCRIBERS OF WIRELESS COMMUNICATIONS PROVIDERS
OTHER THAN SPRINT PCS AND PCS AFFILIATES OF SPRINT MAY DECLINE IN THE FUTURE.
We derive a significant amount of roaming revenue from wireless
communications providers other than Sprint PCS and PCS Affiliates of Sprint for
permitting their subscribers to roam on our portion of the PCS network of Sprint
when they are in our territory. For the year ended December 31, 2003,
approximately 28% of our roaming revenue was attributable to revenue derived
from these other wireless communications providers. We do not have agreements
directly with these providers. Instead, we rely on roaming arrangements that
Sprint has negotiated. If the rates offered by Sprint are not attractive, these
other wireless communications providers may decide to build-out their own
networks in our territory or enter into roaming arrangements with our
competitors who also already have networks in our territory. The loss of all or
a significant portion of this roaming revenue would have a material adverse
effect on our financial condition and operating results.
OUR ROAMING ARRANGEMENTS MAY NOT BE COMPETITIVE WITH OTHER WIRELESS
SERVICE PROVIDERS, WHICH MAY RESTRICT OUR ABILITY TO ATTRACT AND RETAIN
CUSTOMERS AND THUS MAY ADVERSELY AFFECT OUR OPERATIONS.
41
We do not have agreements directly with other wireless service
providers for roaming coverage outside our territory. Instead, we rely on
roaming arrangements that Sprint has negotiated with other wireless service
providers for coverage in these areas. Some risks related to these arrangements
are as follows:
o the arrangements may not benefit us in the same manner that they
benefit Sprint;
o the quality of the service provided by another provider during a
roaming call may not approximate the quality of the service
provided by Sprint;
o the price of a roaming call may not be competitive with prices
charged by other wireless companies for roaming calls;
o customers must end a call in progress and initiate a new call when
leaving the PCS network of Sprint and entering another wireless
network;
o Sprint wireless customers may not be able to use advanced PCS
features from Sprint, such as PCS Vision, while roaming;
o Sprint or the carriers providing the service may not be able to
provide us with accurate billing information on a timely basis;
and
o If Sprint wireless customers are not able to have a similar
wireless experience as when they are on the PCS network of Sprint,
we may lose current subscribers and Sprint PCS products and
services may be less attractive to potential new customers.
THE TECHNOLOGY THAT WE USE MAY BECOME OBSOLETE, WHICH WOULD LIMIT OUR
ABILITY TO COMPETE EFFECTIVELY WITHIN THE WIRELESS TELECOMMUNICATIONS INDUSTRY.
The wireless telecommunications industry is experiencing significant
technological change. We employ CDMA digital technology, the digital wireless
communications technology selected by Sprint and certain other carriers for
their nationwide networks. Other carriers employ other technologies, such as
TDMA, GSM and iDEN, for their nationwide networks. If another technology becomes
the preferred industry standard, we would be at a competitive disadvantage and
competitive pressures may require Sprint to change its digital technology, which
in turn could require us to make changes to our network at substantial costs. We
may be unable to respond to these pressures and implement new technology on a
timely basis or at an acceptable cost.
UNAUTHORIZED USE OF, OR INTERFERENCE WITH, OUR PORTION OF THE PCS
NETWORK OF SPRINT COULD DISRUPT OUR SERVICE AND INCREASE OUR COSTS.
We may incur costs associated with the unauthorized use of our portion
of the PCS network of Sprint, including administrative and capital costs
associated with detecting, monitoring and reducing the incidence of fraud.
Fraudulent use of our portion of the PCS network of Sprint may impact
interconnection costs, capacity costs, administrative costs, fraud prevention
costs and payments to other carriers for fraudulent roaming. In addition, some
of our border markets are susceptible to uncertainties related to areas not
governed by the FCC. For example, unauthorized microwave radio signals near the
border in Mexico could disrupt our service in the United States.
POTENTIAL ACQUISITIONS MAY REQUIRE US TO INCUR SUBSTANTIAL ADDITIONAL
DEBT AND INTEGRATE NEW TECHNOLOGIES, OPERATIONS AND SERVICES, WHICH MAY BE
COSTLY AND TIME CONSUMING.
We intend to continually evaluate opportunities for the acquisition of
businesses that are intended to complement or extend our existing operations. If
we acquire additional businesses, we may encounter difficulties that may be
costly and time-consuming and slow our growth. For example, we may have to:
o assume and/or incur substantial additional debt to finance the
acquisitions and fund the ongoing operations of the acquired
companies;
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o integrate new operations with our existing operations; or
o divert the attention of our management from other business
concerns.
IF WE LOSE THE RIGHT TO INSTALL OUR EQUIPMENT ON WIRELESS TOWERS OR ARE
UNABLE TO RENEW EXPIRING LEASES FOR WIRELESS TOWERS ON FAVORABLE TERMS OR AT
ALL, OUR BUSINESS AND RESULTS OF OPERATIONS COULD BE ADVERSELY IMPACTED.
Substantially all of our base stations are installed on leased tower
facilities that are shared with one or more other wireless service providers. In
addition, a large portion of these leased tower sites are owned by a few tower
companies. If a master agreement with one of these tower companies were to
terminate, or if one of these tower companies were unable to support the use of
its tower sites by us, we would have to find new sites or may be required to
rebuild the affected portion of our network. In addition, the concentration of
our tower leases with a limited number of tower companies could adversely affect
our results of operations and financial condition if any of our operating
subsidiaries is unable to renew its expiring leases with these tower companies
either on favorable terms or at all. If any of the tower leasing companies that
we do business with should experience severe financial difficulties, or file for
bankruptcy protection, our ability to use our towers could be adversely
affected. That, in turn, would adversely affect our revenues and financial
condition if a material number of towers were involved.
THE LOSS OF THE OFFICERS AND SKILLED EMPLOYEES UPON WHOM WE DEPEND TO
OPERATE OUR BUSINESS COULD ADVERSELY AFFECT OUR RESULTS OF OPERATIONS.
Our business is managed by a small number of executive officers. We
believe that our future success will depend in part on our continued ability to
retain these executive officers and to attract and retain other highly qualified
technical and management personnel. We may not be successful in retaining key
personnel or in attracting and retaining other highly qualified technical and
management personnel. The loss of the officers and skilled employees upon whom
we depend to operate our business could adversely affect our results of
operations.
RISKS RELATED TO THE RELATIONSHIP WITH SPRINT
OUR ABILITY TO CONDUCT OUR BUSINESS WOULD BE SEVERELY RESTRICTED IF
SPRINT PCS TERMINATES OUR AFFILIATION AGREEMENTS WITH IT.
Our relationship with Sprint is governed by our affiliation agreements
with Sprint PCS. Since we do not own any licenses to operate a wireless network,
our business depends on the continued effectiveness of these affiliation
agreements. However, Sprint PCS may be able to terminate our affiliation
agreements with it if we materially breach the terms of the agreements. These
terms include operational and network requirements that are extremely technical
and detailed and apply to each retail store, cell site and switch site. Many of
these operational and network requirements can be changed by Sprint, in certain
cases, with little notice. As a result, we may not always be in compliance with
all requirements of our affiliation agreements with Sprint PCS. Sprint conducts
periodic audits of compliance with various aspects of its program guidelines and
identifies issues it believes need to be addressed. There may be substantial
costs associated with remedying any non-compliance, and such costs may adversely
affect our operating results and cash flows. If Sprint PCS terminates or fails
to renew our affiliation agreements or fails to perform its obligations under
those agreements, our ability to conduct business would be severely restricted.
IF WE MATERIALLY BREACH OUR AFFILIATION AGREEMENTS WITH SPRINT PCS,
SPRINT PCS MAY HAVE THE RIGHT TO PURCHASE OUR OPERATING ASSETS AT A DISCOUNT TO
MARKET VALUE.
Our affiliation agreements with Sprint PCS require that we provide
network coverage to a minimum network coverage area within specified time frames
and that we meet and maintain Sprint PCS' technical and customer service
requirements. We believe we are in compliance with our network build-out
requirements and Sprint PCS' other program requirements. A failure by us to meet
any expanded build-out requirements for any one of the individual markets in our
territory, or a failure to complete our current network build-out requirements
according to our expected time frame, or to meet Sprint PCS' technical or
customer service requirements contained in the affiliation agreements would
constitute a material breach of the agreements, which could lead to their
termination by Sprint PCS. We may amend our affiliation agreements with Sprint
PCS in the future to expand our network coverage. Our affiliation agreements
with Sprint PCS provide that upon the occurrence of an event of termination
caused by our breach of such agreements, Sprint PCS has the right to, among
other things, purchase our operating assets without stockholder approval and for
a price equal to 72% of
43
our "entire business value." See "Business--Our Affiliation Agreements with
Sprint PCS" for a description of how we calculate our entire business value.
SPRINT MAY MAKE DECISIONS THAT COULD INCREASE OUR EXPENSES AND/OR OUR
CAPITAL EXPENDITURE REQUIREMENTS, REDUCE OUR REVENUES OR MAKE OUR AFFILIATE
RELATIONSHIPS WITH SPRINT LESS ADVANTAGEOUS THAN EXPECTED.
Under our affiliation agreements with Sprint PCS, Sprint has a
substantial amount of control over factors that significantly affect the conduct
of our business. Accordingly, up to newly established limits set forth in the
amendments to our affiliation agreements with Sprint PCS executed in 2003,
Sprint may make decisions that adversely affect our business, such as the
following:
o Sprint prices its national calling plans based on its own
objectives and could set price levels or change other
characteristics of its plans in a way that may not be economically
sufficient for our business; and
o Sprint may alter its network and technical requirements or request
that we build-out additional areas within our territory, which
could result in increased equipment and build-out costs or in
Sprint building out that area itself or assigning it to another
PCS Affiliate of Sprint.
CERTAIN PROVISIONS OF OUR AFFILIATION AGREEMENTS WITH SPRINT PCS MAY
DIMINISH OUR VALUE AND RESTRICT THE SALE OF OUR BUSINESS.
Under specific circumstances and without stockholder approval, Sprint
PCS may purchase our operating assets or capital stock at a discount. In
addition, Sprint PCS must consent to any transaction pursuant to which Alamosa
Holdings is no longer the "ultimate parent" of any of our operating subsidiaries
party to the affiliation agreements with Sprint PCS and must consent to any
assignment by us of our affiliation agreements with it. Sprint PCS also has a
right of first refusal if we decide to sell our operating assets to a third
party. We are also subject to a number of restrictions on the transfer of our
business, including a prohibition on the sale of our operating assets to
competitors of Sprint. These restrictions and other restrictions contained in
our affiliation agreements with Sprint PCS, restrict our ability to sell our
business, may reduce the value a buyer would be willing to pay for our business
and may reduce our "entire business value."
PROBLEMS EXPERIENCED BY SPRINT WITH ITS INTERNAL SUPPORT SYSTEMS COULD
LEAD TO CUSTOMER DISSATISFACTION OR INCREASE OUR COSTS.
We rely on Sprint's internal support systems, including customer care,
billing and back office support. As Sprint has expanded, its internal support
systems have been subject to increased demand and, in some cases, suffered a
degradation in service. We cannot assure you that Sprint will be able to
successfully add system capacity or that its internal support systems will be
adequate. It is likely that problems with Sprint's internal support systems
could cause:
o delays or problems in our operations or services;
o delays or difficulty in gaining access to customer and financial
information;
o a loss of customers; and
o an increase in the costs of customer care, billing and back office
services after the expiration of our contractually fixed rates on
December 31, 2006.
Should Sprint fail to deliver timely and accurate information, this may
lead to adverse short-term decisions and inaccurate assumptions in our business
plan. It could also adversely affect our cash flow because Sprint collects our
receivables and sends us a net amount that is based on the financial information
it produces for us.
44
OUR COSTS FOR INTERNAL SUPPORT SYSTEMS MAY INCREASE IF SPRINT PCS
TERMINATES ALL OR PART OF OUR SERVICES AGREEMENTS WITH IT.
The costs for the services provided by Sprint PCS under our service
agreements with Sprint PCS related to billing, customer care and other
back-office functions for the year ended December 31, 2003 was approximately
$65.5 million. Since we incur these costs on a per subscriber basis, we expect
the aggregate costs for such services to increase as the number of our
subscribers increases. Sprint may terminate any service provided under such
agreements upon nine months' prior written notice, but if we would like to
continue receiving such service, Sprint PCS has agreed that it will assist us in
developing that function internally or locating a third-party vendor that will
provide that service. Although Sprint PCS has agreed in such an event to
reimburse us for expenses we incur in transitioning to any service internally or
to a third-party, if Sprint terminates a service for which we have not developed
or are unable to develop a cost-effective alternative, our operating costs may
increase beyond our expectations and our operations may be interrupted or
restricted. We do not currently have a contingency plan if Sprint terminates a
service we currently receive from it.
IF SPRINT DOES NOT MAINTAIN CONTROL OVER ITS LICENSED SPECTRUM, THE
AFFILIATION AGREEMENTS WITH SPRINT PCS MAY BE TERMINATED.
Sprint, not us, owns the licenses necessary to provide wireless
services in our territory. The FCC requires that licensees like Sprint maintain
control of their licensed systems and not delegate control to third party
operators or managers without the FCC's consent. Our affiliation agreements with
Sprint PCS reflect an arrangement that the parties believe meets the FCC
requirements for licensee control of licensed spectrum. However, if the FCC were
to determine that any of our affiliation agreements with Sprint PCS needs to be
modified to increase the level of licensee control, we have agreed with Sprint
PCS to use our best efforts to modify the agreements to comply with applicable
law. If we cannot agree with Sprint PCS to modify the agreements, those
agreements may be terminated. If the agreements are terminated, we would no
longer be a part of the PCS network of Sprint and we would not be able to
conduct our business.
THE FCC MAY FAIL TO RENEW THE SPRINT WIRELESS LICENSES UNDER CERTAIN
CIRCUMSTANCES, WHICH WOULD PREVENT US FROM PROVIDING WIRELESS SERVICES.
Sprint's wireless licenses are subject to renewal and revocation by the
FCC. The Sprint wireless licenses in our territory will expire in 2005 or 2007
but may be renewed for additional ten-year terms. The FCC has adopted specific
standards that apply to wireless personal communications services license
renewals. Any failure by Sprint or us to comply with these standards could
result in the nonrenewal of the Sprint licenses for our territory. Additionally,
if Sprint does not demonstrate to the FCC that Sprint has met the construction
requirements for each of its wireless personal communications services licenses,
it can lose those licenses. If Sprint loses its licenses in our territory for
any of these reasons, we and our subsidiaries would not be able to provide
wireless services without obtaining rights to other licenses. If Sprint loses
its licenses in another territory, Sprint or the applicable PCS Affiliate of
Sprint would not be able to provide wireless services without obtaining rights
to other licenses and our ability to offer nationwide calling plans would be
diminished and potentially more costly.
WE RELY ON SPRINT FOR A SUBSTANTIAL AMOUNT OF OUR FINANCIAL
INFORMATION. IF THAT INFORMATION IS NOT ACCURATE, THE INVESTMENT COMMUNITY COULD
LOSE CONFIDENCE IN US.
Under our affiliation agreements with Sprint PCS, Sprint performs our
billing, manages our accounts receivable and provides a substantial amount of
financial data that impact our accounts. We use that information to record our
financial results and to prepare our financial statements. If we later find
errors in that information, we may be required to restate our financial
statements. If that occurs with respect to us or any other PCS Affiliate of
Sprint, investors and securities analysts may lose confidence in us.
IF SPRINT DOES NOT SUCCEED, OUR BUSINESS MAY NOT SUCCEED.
If Sprint has a significant disruption to its business plan or network,
fails to operate its business in an efficient manner, or suffers a weakening of
its brand name, our operations and profitability would likely be negatively
impacted. If Sprint should have significant financial problems, including
bankruptcy, our business would suffer material adverse consequences, which could
include termination or revision of our affiliation agreements with Sprint PCS.
We currently have no reason to believe that Sprint will have significant
financial problems, including bankruptcy.
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IF OTHER PCS AFFILIATES OF SPRINT HAVE FINANCIAL DIFFICULTIES, THE PCS
NETWORK OF SPRINT COULD BE DISRUPTED.
The national PCS network of Sprint is a combination of networks. The
large metropolitan areas are owned and operated by Sprint, and the areas in
between them are operated by PCS Affiliates of Sprint, all of which are
independent companies like us. We believe that most, if not all, of these
companies have incurred substantial debt to pay the large cost of building out
their networks. If other PCS Affiliates of Sprint experience financial
difficulties, the PCS network of Sprint could be disrupted in the territories of
those PCS Affiliates of Sprint. Material disruptions in the PCS network of
Sprint could have a material adverse effect on our ability to attract and retain
subscribers. If the affiliation agreements of those PCS Affiliates of Sprint are
like ours, Sprint would have the right to step in and operate the affected
territory. However, this right could be delayed or hindered by legal
proceedings, including any bankruptcy proceeding related to the affected PCS
Affiliate of Sprint. Two PCS Affiliates of Sprint recently declared bankruptcy,
each alleging that Sprint violated its agreements with the PCS Affiliate, and
others have experienced financial difficulties. In each case, we believe that
there has been no material disruption of the PCS network of Sprint to date.
WE MAY HAVE DIFFICULTY IN OBTAINING AN ADEQUATE SUPPLY OF CERTAIN
HANDSETS FROM SPRINT, WHICH COULD ADVERSELY AFFECT OUR RESULTS OF OPERATIONS.
We depend on our relationship with Sprint to obtain handsets and other
wireless devices. Sprint orders handsets and other wireless devices from various
manufacturers. We could have difficulty obtaining specific types of handsets in
a timely manner if:
o Sprint does not adequately project the need for handsets for
itself, its PCS Affiliates and its other third party distribution
channels, particularly in transition to new technologies such as
3G technology;
o Sprint gives preference to other distribution channels;
o We do not adequately project our need for handsets or other
wireless devices;
o Sprint modifies its handset logistics and delivery plan in a
manner that restricts or delays our access to handsets; or
o There is an adverse development in the relationship between Sprint
and its suppliers or vendors.
The occurrence of any of the foregoing could disrupt our customer
service and/or result in a decrease in our subscribers, which could adversely
affect our results of operations.
RISKS RELATED TO OUR INDEBTEDNESS
OUR SUBSTANTIAL LEVERAGE COULD ADVERSELY AFFECT OUR FINANCIAL HEALTH.
We are highly leveraged. As of December 31, 2003, our total outstanding
debt, including capital lease obligations and excluding unused commitments made
by lenders, was approximately $665.7 million. As of December 31, 2003, such
indebtedness represents approximately 71% of our total capitalization, which
includes total outstanding debt and stockholder's equity as presented in our
consolidated balance sheet at December 31, 2003. The indentures governing our
existing senior notes permit us and our subsidiaries to incur additional
indebtedness subject to certain limitations. Our substantial indebtedness could
adversely affect our financial health by, among other things:
o increasing our vulnerability to adverse economic conditions;
o limiting our ability to obtain any additional financing we may
need to operate, develop and expand our business;
o requiring us to dedicate a substantial portion of any cash flows
from operations to service our debt, which reduces the funds
available for operations and future business opportunities; and
o potentially making us more highly leveraged than our competitors,
which could potentially decrease our ability to compete in our
industry.
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The ability to make payments on our debt will depend upon our future
operating performance, which is subject to general economic and competitive
conditions and to financial, business and other factors, many of which we cannot
control. If the cash flows from our operating activities is insufficient to
service our debt obligations, we may take actions, such as delaying or reducing
capital expenditures, attempting to restructure or refinance our debt, selling
assets or operations or seeking additional equity capital.
THE TERMS OF OUR DEBT PLACE RESTRICTIONS ON US AND OUR SUBSIDIARIES,
WHICH MAY LIMIT OUR OPERATING FLEXIBILITY.
The indentures governing our senior notes impose material operating and
financial restrictions on us and our subsidiaries. These restrictions, subject
in certain cases to ordinary course of business and other exceptions, may limit
our ability and the ability of our subsidiaries to engage in some transactions,
including the following:
o incurring additional debt or in the case of our guarantor
subsidiaries, issuing capital stock to a third party;
o paying dividends, redeeming capital stock or making other
restricted payments or investments;
o creating liens on assets;
o merging, consolidating or disposing of assets;
o repurchasing our common stock;
o entering into transactions with affiliates;
o placing restrictions on the ability of guarantor subsidiaries to
pay dividends or make other payments to Alamosa Delaware, which is
the issuer of our publicly traded debt; and
o changing lines of business.
These restrictions could limit our ability to obtain debt financing,
repurchase stock, refinance or pay principal or interest on our outstanding
debt, complete acquisitions for cash or debt, or react to changes in our
operating environment. Any future debt that we incur may contain similar or more
restrictive covenants.
RISKS RELATED TO THE WIRELESS PERSONAL COMMUNICATIONS SERVICES INDUSTRY
WE MAY CONTINUE TO EXPERIENCE A HIGH RATE OF SUBSCRIBER TURNOVER, WHICH
WOULD ADVERSELY AFFECT OUR FINANCIAL PERFORMANCE.
The wireless personal communications services industry in general, and
Sprint and its PCS Affiliates in particular, have experienced a higher rate of
subscriber turnover, commonly known as churn. We believe this higher churn rate
has resulted from Sprint's programs for marketing its services to sub-prime
credit quality subscribers, Sprint's relatively less established subscriber base
and Sprint's focus on adding subscribers from the consumer segment of industry
rather than business subscribers.
Due to, among other things, significant competition in our industry and
general economic conditions, our future churn rate may be higher than our
historical rate. Factors that may contribute to higher churn include:
o inability or unwillingness of subscribers to pay, which results in
involuntary deactivations, which accounted for approximately 40%
of our deactivations in the year ended December 31, 2003;
o subscriber mix and credit class, particularly sub-prime credit
subscribers, which accounted for approximately 27% of our gross
subscriber additions for the year ended December 31, 2003 and
account for approximately 23% of our subscriber base as of
December 31, 2003;
o The number of Sprint PCS subscribers based in our territory that
receive our services under a contract, consisting of approximately
69% of Sprint PCS subscribers based in our territory as of
December 31, 2003.
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Of these subscribers under contracts, approximately 66% were under
contracts with original contract terms of two years or longer;
o the attractiveness of our competitors' products, services and
pricing;
o network performance and coverage relative to our competitors;
o customer service;
o any increased prices for services in the future; and
o any future changes by us in the products and services we offer,
especially to the Clear Pay program.
An additional factor that may contribute to a higher churn rate is the
implementation of the FCC's WLNP requirement. The FCC regulations relating to
WLNP enable wireless subscribers to keep their telephone numbers when switching
to another carrier. As of November 24, 2003, all covered CMRS providers,
including broadband PCS, cellular and certain SMR licensees, must allow
customers to retain, subject to certain geographic limitations, their existing
telephone number when switching from one telecommunications carrier to another.
Current rules require that covered CMRS providers must provide WLNP in the 100
largest MSAs, in compliance with certain FCC performance criteria, upon request
from another carrier (CMRS provider or local exchange carrier). For MSAs outside
the largest 100, CMRS providers that receive a request to allow an end user to
port their number must be capable of doing so within six months of receiving the
request or within six months after November 24, 2003, whichever is later. As of
December 31, 2003, approximately 18% of our subscriber base was located in
markets within the 100 largest MSAs. The balance of our subscriber base is
located in markets where WLNP will be mandated no later than May 24, 2004. The
overall impact of this mandate is uncertain. We anticipate that the WLNP mandate
will impose increased operating costs on all CMRS providers, including us, and
may result in higher churn rates and subscriber acquisition and retention costs.
If we are required by Sprint to provide WLNP prior to our competitors in markets
outside the 100 largest MSAs, we may be especially vulnerable to higher churn
rates.
A high rate of subscriber turnover could adversely affect our
competitive position, liquidity, financial position, results of operations and
our costs of, or losses incurred in, obtaining new subscribers, especially
because we subsidize some of the costs of initial purchases of handsets by
subscribers.
REGULATION BY GOVERNMENT AGENCIES AND TAXING AUTHORITIES MAY INCREASE
OUR COSTS OF PROVIDING SERVICE OR REQUIRE US TO CHANGE OUR SERVICES.
Our operations and those of Sprint may be subject to varying degrees of
regulation by the FCC, the Federal Trade Commission, the Federal Aviation
Administration, the Environmental Protection Agency, the Occupational Safety and
Health Administration and state and local regulatory agencies and legislative
bodies. Adverse decisions or regulations of these regulatory bodies could
negatively impact Sprint's operations and our costs of doing business. For
example, changes in tax laws or the interpretation of existing tax laws by state
and local authorities could subject us to increased income, sales, gross
receipts or other tax costs or require us to alter the structure of our current
relationship with Sprint.
CONCERNS OVER HEALTH RISKS POSED BY THE USE OF WIRELESS HANDSETS MAY
REDUCE THE CONSUMER DEMAND FOR OUR SERVICES.
Media reports have suggested that radio frequency emissions from
wireless handsets may:
o be linked to various health problems resulting from continued or
excessive use, including cancer;
o interfere with various electronic medical devices, including
hearing aids and pacemakers; and
o cause explosions if used while fueling an automobile.
Widespread concerns over radio frequency emissions may expose us to
potential litigation, discourage the use of wireless handsets or result in
additional regulation imposing restrictions or increasing requirements on the
location
48
and operation of cell sites or the use or design of wireless handsets. Any
resulting decrease in demand for these services or increase in the cost of
complying with additional regulations could impair our ability to profitably
operate our business.
SIGNIFICANT COMPETITION IN THE WIRELESS COMMUNICATIONS SERVICES
INDUSTRY MAY RESULT IN OUR COMPETITORS OFFERING NEW SERVICES OR LOWER PRICES,
WHICH COULD PREVENT US FROM OPERATING PROFITABLY AND MAY CAUSE PRICES FOR OUR
SERVICES TO CONTINUE TO DECLINE IN THE FUTURE.
Competition in the wireless telecommunications industry is intense.
Competition has caused, and we anticipate that competition will continue to
cause the market prices for two-way wireless products and services to decline.
Our ability to compete will depend, in part, on our ability to anticipate and
respond to various competitive factors affecting the wireless telecommunications
industry. While we try to maintain and grow our ARPU, we cannot assure you that
we will be able to do so. If prices for our services continue to decline, it
could adversely affect our ability to grow revenue, which would have a material
adverse effect on our financial condition and our results of operations.
Our dependence on Sprint to develop competitive products and services
and the requirement that we obtain Sprint's consent for our subsidiaries to sell
non-Sprint approved equipment may limit our ability to keep pace with our
competitors on the introduction of new products, services and equipment. Some of
our competitors are larger than us, possess greater resources and more extensive
coverage areas, and may market other services, such as landline telephone
service, cable television and Internet access, along with their wireless
communications services. In addition, we may be at a competitive disadvantage
since we may be more highly leveraged than some of our competitors.
MARKET SATURATION COULD LIMIT OR DECREASE OUR RATE OF NEW SUBSCRIBER
ADDITIONS.
Intense competition in the wireless communications industry could cause
prices for wireless products and services to continue to decline. If prices
drop, then our rate of net subscriber additions will take on greater
significance in improving our financial condition and results of operations.
However, as our and our competitors' penetration rates in our markets increase
over time, our rate of adding net subscribers could decrease. If this decrease
were to happen, it could materially adversely affect our liquidity, financial
condition and results of operations.
ALTERNATIVE TECHNOLOGIES AND CURRENT UNCERTAINTIES IN THE WIRELESS
MARKET MAY REDUCE DEMAND FOR PCS PRODUCTS AND SERVICES.
The wireless communications industry is experiencing significant
technological change, as evidenced by the increasing pace of digital upgrades in
existing analog wireless systems, evolving industry standards, ongoing
improvements in the capacity and quality of digital technology, shorter
development cycles for new products and enhancements and changes in end-user
requirements and preferences. Technological advances and industry changes could
cause the technology used on our network to become obsolete. We rely on Sprint
for research and development efforts with respect to Sprint PCS products and
services and with respect to the technology used on our portion of the PCS
network of Sprint. Sprint may not be able to respond to such changes and
implement new technology on a timely basis, or at an acceptable cost.
If Sprint is unable to keep pace with these technological changes or
changes in the wireless communications market, the technology used on our
network or our business strategy may become obsolete. In addition, other
carriers are in the process of completing, or have completed, upgrades to 1xRTT,
or other 3G technologies. 3G technology provides high-speed, always-on Internet
connectivity and high-quality video and audio. As of December 31, 2003, we have
upgraded our network to CDMA 1xRTT, and are offering PCS Vision services, in
markets representing approximately 96% of the covered population in our
territory.
We also face competition from paging, dispatch and conventional mobile
radio operations, enhanced specialized mobile radio, called ESMR, and mobile
satellite service. In addition, future FCC regulation or Congressional
legislation may create additional spectrum allocations that would have the
effect of adding new entrants (and thus additional competitors) into the mobile
telecommunications market.
49
REGULATION BY GOVERNMENT OR POTENTIAL LITIGATION RELATING TO THE USE OF
WIRELESS PHONES WHILE DRIVING COULD ADVERSELY AFFECT OUR RESULTS OF OPERATIONS.
Some studies have indicated that some aspects of using wireless phones
while driving may impair drivers' attention in certain circumstances, making
accidents more likely. These concerns could lead to litigation relating to
accidents, deaths or serious bodily injuries, or to new restrictions or
regulations on wireless phone use, any of which also could have material adverse
effects on our results of operations. A number of U.S. states and local
governments are considering or have recently enacted legislation that would
restrict or prohibit the use of a wireless handset while driving a vehicle or,
alternatively, require the use of a hands-free telephone. Legislation and new
restrictions or government regulations that restrict or prohibit wireless phone
use could have a material adverse effect on our results of operations.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We do not engage in commodity futures trading activities and do not
enter into derivative financial instrument transactions for trading or other
speculative purposes. We also do not engage in transactions in foreign
currencies that could expose us to market risk.
We were subject to some interest rate risk on our senior secured credit
facility, which was permanently repaid and terminated in January 2004 with
proceeds from an offering of senior notes. To the extent that we incur any
floating rate financing in the future, we would be exposed to interest rate risk
on such indebtedness.
GENERAL HEDGING POLICIES - We entered into interest rate swap and
collar agreements to manage our exposure to interest rate changes on our
variable rate senior secured credit facility. We seek to minimize counterparty
credit risk through stringent credit approval and review processes, the
selection of only the most creditworthy counterparties, continual review and
monitoring of all counterparties and through legal review of contracts. We also
control exposure to market risk by regularly monitoring changes in interest rate
positions under normal and stress conditions to ensure that they do not exceed
established limits. Our derivative transactions are used for hedging purposes
only and comply with board-approved policies. Senior management receives
frequent status updates of all outstanding derivative positions.
INTEREST RATE RISK MANAGEMENT - Our interest rate risk management
program focuses on minimizing exposure to interest rate movements, setting an
optimal mixture of floating- and fixed-rate debt. We have utilized interest rate
swaps and collars to adjust our risk profile relative to our floating rate
senior secured credit facility.
50
The following table presents the estimated future outstanding long-term
debt at the end of each year and future required annual principal payments for
each year then ended associated with the senior discount notes, senior notes,
capital leases and the credit facility financing based on our projected level of
long-term indebtedness. This table reflects information as of December 31, 2003
relating to our long-term indebtedness at that date. As previously discussed, we
completed an offering of $250 million of 8 1/2% senior notes due 2012 in January
2004. The proceeds from this offering were used to permanently repay and
terminate our senior secured credit facility and for general corporate purposes.
As this transaction occurred subsequent to December 31, 2003, the table below
does not indicate the repayment of the credit facility in 2004 nor does it
include the projected balances of the 8 1/2% senior notes that were issued in
2004.
YEARS ENDING DECEMBER 31,
------------------------------------------------------------------------------------
2004 2005 2006 2007 2008 THEREAFTER
------------ ------------ -------- -------- ------- ------------
(DOLLARS IN MILLIONS)
Fixed Rate Instruments............
12 7/8% senior discount notes (3) $ 6 $ 6 $ 6 $ 6 $ 6 $ --
Fixed interest rate........... 12.875% 12.875% 12.875% 12.875% 12.875% 12.875%
Principal payments............ -- -- -- -- -- 6
12% senior discount notes (3)... $ 218 $ 233 $ 233 $ 233 $ 233 $ --
Fixed interest rate........... 12.000% 12.000% 12.000% 12.000% 12.000% 12.000%
Principal payments............ -- -- -- -- -- 233
12 1/2% senior notes............ 12 12 12 12 12 --
Fixed interest rate........... 12.500% 12.500% 12.500% 12.500% 12.500% 12.500%
Principal payments............ -- -- -- -- -- 12
13 5/8% senior notes............ 2 2 2 2 2 --
Fixed interest rate........... 13.625% 13.625% 13.625% 13.625% 13.625% 13.625%
Principal payments............ -- -- -- -- -- 2
11% senior notes................ 251 251 251 251 251 --
Fixed interest rate........... 11.000% 11.000% 11.000% 11.000% 11.000% 11.000%
Principal payments............ -- -- -- -- -- 251
Capital leases....................
Total minimum lease payments (1) $ 1.208 $ 1.038 $ 0.888 $ 0.744 $ 0.599 $ --
Average Interest Rate........... 12.000% 12.000% 12.000% 12.000% 12.000% 12.000%
Annual lease payments........... 0.596 0.170 0.150 0.144 0.145 0.599
Variable Rate Instruments:
Senior Secured Credit Facility(2) $ 178 $ 133 $ 83 $ 18 $ -- $ --
Average Interest Rate (4)....... 7.250% 7.250% 7.250% 7.250% 7.250% 7.250%
Principal payments............ 22 45 50 65 18 --
(1) These amounts represent the estimated minimum annual payments due under
our estimated capital lease obligations for the periods presented.
(2) The amount represents the estimated year-end balances under the credit
facility based on a projection of the funds borrowed under the facility
pursuant to our current plan of network build-out. The entire credit
facility was permanently repaid and terminated in January 2004 with the
proceeds from a senior notes offering as discussed previously.
(3) Interest will accrete on the 12 7/8% senior discount notes through
February 2005 and on the 12% senior discount notes through July 31, 2005
at which time the notes will begin to require cash payments of interest.
(4) The interest rate on the senior secured credit facility advances equaled,
at our option, either (i) the London Interbank Offered Rate adjusted for
any statutory reserves ("LIBOR"), or (ii) the base rate which is generally
the higher of the administrative agent's base rate, the federal funds
effective rate plus 0.50% or the administrative agent's base CD rate plus
0.50%, in each case plus an interest margin which is 4.00% for LIBOR
borrowings and 3.00% for base rate borrowings as of December 31, 2003. The
applicable interest margins were subject to reductions under a pricing
grid based on ratios of our total debt to our earnings before interest,
taxes, depreciation and amortization (as defined in the agreement
governing the senior secured credit facility). The interest rate margins
would have increased by an additional 200 basis points in the event we
failed to pay principal, interest or other amounts as they became due and
payable under the senior secured credit facility.
Our primary market risk exposure relates to:
o the interest rate risk on long-term and short-term borrowings;
o our ability to refinance our senior discount notes at maturity at
market rates; and
51
o the impact of interest rate movements on our ability to meet
interest expense requirements and meet financial covenants.
The 12 7/8% senior discount notes have a carrying value of $5.6 million
and a fair value which approximates $5.1 million. The 12% senior discount notes
have a carrying value of $194.0 million and a fair value which approximates
$210.0 million. The 12 1/2% senior notes have a carrying value of $11.6 million
and a fair value which approximates $11.8 million. The 13 5/8% senior notes have
a carrying value of $2.5 million and a fair value which approximates $2.4
million. The 11% senior notes have a carrying value of $250.8 million and a fair
value which approximates $272.1 million.
As a condition to the senior secured credit facility, we were required
to maintain one or more interest rate protection agreements in an amount equal
to a portion of the total debt under the credit facility. We do not hold or
issue financial or derivative financial instruments for trading or speculative
purposes. While we cannot predict our ability to refinance existing debt or the
impact that interest rate movements will have on our existing debt, we continue
to evaluate our financial position on an ongoing basis.
At December 31, 2003, we had entered into the following interest rate
swaps (dollars in thousands):
INSTRUMENT NOTIONAL TERM FAIR VALUE
---------- -------- ---- ----------
4.9475% Interest rate swap $21,690 3 years $ (413)
4.9350% Interest rate swap $28,340 3 years (443)
----------
$ (856)
==========
These swaps are designated as cash flow hedges such that the fair value
is recorded as a liability in the December 31, 2003 consolidated balance sheet
with changes in fair value (net of tax) shown as a component of other
comprehensive income. The swaps were terminated in January 2004 upon the
termination of the senior secured credit facility.
We also entered into an interest rate collar (dollars in thousands)
with the following terms:
NOTIONAL MATURITY CAP STRIKE PRICE FLOOR STRIKE PRICE FAIR VALUE
$28,340 5/15/04 7.00% 4.12% $ (419)
This collar does not receive hedge accounting treatment such that the
fair value is reflected as a liability in the December 31, 2003 consolidated
balance sheet and the change in fair value has been reflected as an adjustment
to interest expense. The collar was terminated in January 2004 upon the
termination of the senior secured credit facility.
In addition to the swaps and collar discussed above, we purchased an
interest rate cap in February 2002 with a notional amount of $5,000 and a strike
price of 7.00%. This cap does not receive hedge accounting treatment and the
fair value reflected in the consolidated balance sheet at December 31, 2003 is
zero. This cap was terminated in January 2004 upon the termination of the senior
secured credit facility.
These fair value estimates are subjective in nature and involve
uncertainties and matters of considerable judgment and therefore, cannot be
determined with precision. Changes in assumptions could significantly affect
these estimates.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Our financial statements required by this item are submitted as a
separate section of this annual report on Form 10-K. See "Financial Statements,"
commencing on page F-1 hereof.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
52
ITEM 9A. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures. Each of our
Chief Executive Officer and Chief Financial Officer has evaluated
the effectiveness of our disclosure controls and procedures (as
such term is defined in Rules 13a-14(c) and 15d-14(c) under the
Exchange Act, as of the end of the period covered by this annual
report. Based on such evaluation, such officers have concluded
that, as of the end of the period covered by this annual report,
our disclosure controls and procedures are effective in alerting
them on a timely basis to material information relating to us
(including our consolidated subsidiaries) required to be included
in our reports filed or submitted under the Exchange Act.
(b) Changes in Internal Controls over Financial Reporting. There have
not been any changes in our internal controls over financial
reporting (as such term is defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act) during our fiscal fourth
quarter that have materially affected, or are reasonably likely
to materially affect, our internal controls over financial
reporting.
We place reliance on Sprint to adequately design its internal controls
with respect to the processes established to provide financial
information and other information to us and the other PCS Affiliates of
Sprint. To address this issue, Sprint engages its independent auditors
to perform a periodic evaluation of these controls and to provide a
"Report on Controls Placed in Operation and Tests of Operating
Effectiveness for Affiliates" under guidance provided in Statement of
Auditing Standards No. 70. This report is provided annually to us.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Omitted under the reduced disclosure format pursuant to General
Instruction I(2)(c) of Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION.
Omitted under the reduced disclosure format pursuant to General
Instruction I(2)(c) of Form 10-K.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Omitted under the reduced disclosure format pursuant to General
Instruction I(2)(c) of Form 10-K.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Omitted under the reduced disclosure format pursuant to General
Instruction I(2)(c) of Form 10-K.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES (DOLLARS IN THOUSANDS)
Fees billed to the Company by PricewaterhouseCoopers LLP ("PWC") for the
years ended December 31, 2003 and 2002 were as follows:
AUDIT FEES - The aggregate fees billed for the audit of the Company's
consolidated financial statements for the years ended December 31, 2003 and 2002
and for the reviews of the consolidated financial statements included in the
Company's Quarterly Reports on Form 10-Q and for other attest services primarily
related to financial accounting consultations, comfort letters and consents
related to SEC and other registration statements were $1,074 and $697,
respectively.
AUDIT-RELATED FEES - The aggregate fees billed for audit-related services
for the years ended December 31, 2003 and 2002 were $191 and $170, respectively.
These fees primarily relate to audits of employee benefit plans and accounting
consultation for contemplated transactions.
TAX FEES - The aggregate fees billed for tax services for the years ended
December 31, 2003 and 2002 were $278 and $504, respectively. These fees relate
to tax compliance, tax advice and tax planning.
53
ALL OTHER FEES - The aggregate fees for services not included above for
the years ended December 31, 2003 and 2002 were $80 and $315, respectively. The
fees in both years relate to services to improve business and operational
processes.
The Audit Committee considered the non-audit services provided by PWC and
determined that the provision of such services was compatible with maintaining
PWC's independence. The Audit Committee also adopted a policy prohibiting the
Company from hiring PWC personnel at the manager or partner level who have been
directly involved in performing auditing procedures or providing accounting
advice to the Company.
The Company's Audit Committee is responsible for appointing the Company's
independent auditor and approving the terms of the independent auditor's
services. The Audit Committee has established a policy for the pre-approval of
all audit and permissible non-audit services to be provided by the independent
auditor, as described below.
The services performed by the independent auditor are pre-approved in
accordance with the pre-approval policy and procedures adopted by the Audit
Committee. This policy describes the permitted audit, audit-related, tax and
other services that the independent auditor may perform. The policy requires
that prior to the beginning of each year, a description of the services
anticipated to be performed by the independent auditor be presented to the Audit
Committee for approval.
Services provided by the independent auditor during the ensuing fiscal
year were pre-approved in accordance with the policies and procedures of the
Audit Committee.
Any requests for audit, audit-related, tax and other services not
contemplated in the description of the services at the beginning of the year
must be submitted to the Audit Committee for specific pre-approval and cannot
commence until such approval has been granted. Normally, pre-approval is
provided at regularly scheduled meetings of the Audit Committee. However, the
authority to grant specific pre-approval between meetings, as necessary, has
been delegated to the Chairman of the Audit Committee. The Chairman will update
the full Audit Committee at the next regularly scheduled meeting for any interim
approvals granted.
On a quarterly basis, the Audit Committee reviews the status of services
and fees incurred year-to-date as compared to the original description of the
services anticipated to be performed and the forecast of remaining services and
fees for the year. The policy contains a de minimis provision that operates to
provide retroactive approval for permissible non-audit services under certain
circumstances.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON FORM 8-K.
(a) The following documents are filed as part of this annual report on
Form 10-K:
1. Financial Statements
Report of Independent Auditors, Consolidated Balance Sheets as of
December 31, 2003 and 2002, Consolidated Statements of Operations
for the years ended December 31, 2003, 2002 and 2001,
Consolidated Statements of Stockholder's Equity for the years
ended December 31, 2003, 2002 and 2001, Consolidated Statements
of Cash Flows for the years ended December 31, 2003, 2002 and
2001.
Notes to Consolidated Financial Statements
2. Financial Statement Schedule
Report of Independent Auditors on Financial Statement Schedule
Consolidated Valuation and Qualifying Accounts
3. See the Exhibit Index following the signature pages hereto
54
(b) During the fourth quarter of 2003, Alamosa (Delaware), Inc. filed
the following Current Reports on Form 8-K:
Current Report on Form 8-K filed on October 16, 2003 (Items 5 and
7) to report an amendment to the terms of an offer to
exchange debt securities
Current Report on Form 8-K filed on October 30, 2003 (Items 5 and
7) to report an extension of the expiration date for an
offer to exchange debt securities
Current Report on Form 8-K filed on November 6, 2003 (Items 5 and
7) to report an extension of the expiration date for an
offer to exchange debt securities
Current Report on Form 8-K filed on November 10, 2003 (Items 5
and 7) to report an extension of the expiration date for an
offer to exchange debt securities
Current Report on Form 8-K filed on November 10, 2003 (Items 5
and 7) to report an extension of the expiration date for an
offer to exchange debt securities
Current Report on Form 8-K filed on November 12, 2003 (Items 5
and 7) to report the expiration of an offer to exchange debt
securities
(c) See the Exhibit Index following the signature pages hereto.
55
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
ALAMOSA (DELAWARE), INC.
By: /s/ David E. Sharbutt
--------------------------------------
David E. Sharbutt
Chairman of the Board of Directors and
Chief Executive Officer
Date: March 15, 2004
Pursuant to the requirements of the Securities Exchange Act of 1934
thereunto, this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.
NAME TITLE DATE
---------------- ----------- --------------
/s/ David E. Sharbutt Chairman of the Board of Directors and March 15, 2004
- ------------------------------------------------ Chief Executive Officer
David E. Sharbutt (Principal Executive Officer)
/s/ Kendall W. Cowan Chief Financial Officer and Director March 15, 2004
- ------------------------------------------------ (Principal Financial and Accounting Officer)
Kendall W. Cowan
Director March 15, 2004
- ------------------------------------------------
Ray M. Clapp, Jr.
/s/ Scotty Hart Director March 15, 2004
- ------------------------------------------------
Scotty Hart
Director March 15, 2004
- ------------------------------------------------
Allen T. McInnes
/s/ Schuyler B. Marshall Director March 15, 2004
- ------------------------------------------------
Schuyler B. Marshall
Director March 15, 2004
- ------------------------------------------------
John F. Otto
/s/ Thomas F. Riley, Jr. Director March 15, 2004
- ------------------------------------------------
Thomas F. Riley, Jr.
/s/ Michael V. Roberts Director March 15, 2004
- ------------------------------------------------
Michael V. Roberts
/s/ Steven C. Roberts Director March 15, 2004
- ------------------------------------------------
Steven C. Roberts
/s/ Jimmy R. White Director March 15, 2004
- ------------------------------------------------
Jimmy R. White
56
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT TITLE
------- -------------
3.1 Amended and Restated Certificate of Incorporation of
Alamosa Holdings, Inc., filed as Exhibit 1.1 to the
Registration Statement on Form 8-A, dated February 14,
2001 (SEC File No. 000-32357) of Alamosa Holdings,
Inc., which exhibit is incorporated herein by
reference.
3.2 Amended and Restated Bylaws of Alamosa Holdings, Inc.,
filed as Exhibit 1.2 to the Registration Statement on
Form 8-A, dated February 14, 2001 (SEC File No.
000-32357) of Alamosa Holdings, Inc., which exhibit is
incorporated herein by reference.
3.3 Certificate of the Designations, Powers, Preferences
and Rights of Series B Convertible Preferred Stock,
filed as Exhibit 3.1 to Form 10-Q of Alamosa Holdings,
Inc. for the quarterly period ended September 30, 2003,
which exhibit is incorporated herein by reference.
3.4 Certificate of the Designations, Powers, Preferences
and Rights of Series C Convertible Preferred Stock,
filed as Exhibit 3.2 to Form 10-Q of Alamosa Holdings,
Inc. for the quarterly period ended September 30, 2003,
which exhibit is incorporated herein by reference.
4.1 Specimen Common Stock Certificate, filed as Exhibit 1.3
to the Registration Statement on Form 8-A, dated
February 14, 2001 (SEC File No. 000-32357) of Alamosa
Holdings, Inc., which exhibit is incorporated herein by
reference.
4.2 Form of Indenture for 12 7/8% Senior Discount Notes due
2010, by and among Alamosa PCS Holdings, Inc., the
Subsidiary Guarantors party thereto and Norwest Bank
Minnesota, N.A., as trustee, filed as Exhibit 4.1 to
Amendment No. 2 to the Registration Statement on Form
S-1, dated February 2, 2000 (Registration No.
333-93499) of Alamosa (Delaware), Inc. (formerly
Alamosa PCS Holdings, Inc.), which exhibit is
incorporated herein by reference.
4.3 Form of Global Note relating to the 12 7/8% Senior
Discount Notes due 2010, filed as Exhibit 4.2 to
Amendment No. 2 to the Registration Statement on Form
S-1, dated February 2, 2000 (Registration No.
333-93499) of Alamosa (Delaware), Inc. (formerly
Alamosa PCS Holdings, Inc.), which exhibit is
incorporated herein by reference.
4.4 Indenture for 12 1/2% Senior Notes due 2011, dated as
of January 31, 2001, by and among Alamosa (Delaware),
Inc., the Subsidiary Guarantors party thereto and Wells
Fargo Bank Minnesota, N.A., as trustee, filed as
Exhibit 4.4 to Form 10-K of Alamosa Holdings, Inc. for
the year ended December 31, 2000, which exhibit is
incorporated herein by reference.
4.5 Form of Global Note relating to the 12 1/2% Senior
Notes due 2011, filed as Exhibit 4.5 to Form 10-K of
Alamosa Holdings, Inc. for the year ended December 31,
2000, which exhibit is incorporated herein by
reference.
57
EXHIBIT
NUMBER EXHIBIT TITLE
------- -------------
4.6 First Supplemental Indenture for 12 7/8% Senior
Discount Notes due 2010, dated as of January 31, 2001,
among Alamosa Finance, LLC, Alamosa Limited, LLC,
Alamosa (Delaware), Inc. (on behalf of itself and the
Existing Subsidiary Guarantors) and Wells Fargo Bank
Minnesota, N.A. (formerly known as Norwest Bank
Minnesota, N.A.), as trustee, filed as Exhibit 4.6 to
Form 10-K of Alamosa Holdings, Inc. for the year ended
December 31, 2000, which exhibit is incorporated herein
by reference.
4.7 First Supplemental Indenture for 12 1/2% Senior Notes
due 2011, dated as of February 14, 2001, among Roberts
Wireless Communications, L.L.C., Roberts Wireless
Properties, LLC, Washington Oregon Wireless, LLC,
Alamosa Holdings, LLC, Alamosa Properties, L.P.,
Alamosa (Wisconsin) Properties, LLC, Washington Oregon
Wireless Properties, LLC, Washington Oregon Wireless
Licenses, LLC, Alamosa (Delaware), Inc. (on behalf of
itself and the Existing Subsidiary Guarantors) and
Wells Fargo Bank Minnesota, N.A., as trustee, filed as
Exhibit 4.7 to Form 10-K of Alamosa Holdings, Inc. for
the year ended December 31, 2000, which exhibit is
incorporated herein by reference.
4.8 Second Supplemental Indenture for 12 7/8% Senior
Discount Notes due 2010, dated as of February 14, 2001,
among Roberts Wireless Communications, L.L.C., Roberts
Wireless Properties, LLC, Washington Oregon Wireless,
LLC, Alamosa Holdings, LLC, Alamosa Properties, L.P.,
Alamosa (Wisconsin) Properties, LLC, Washington Oregon
Wireless Properties, LLC, Washington Oregon Wireless
Licenses, LLC, Alamosa (Delaware), Inc. (on behalf of
itself and the Existing Subsidiary Guarantors) and
Wells Fargo Bank Minnesota, N.A. (formerly known as
Norwest Bank Minnesota, N.A.), as trustee, filed as
Exhibit 4.8 to Form 10-K of Alamosa Holdings, Inc. for
the year ended December 31, 2000, which exhibit is
incorporated herein by reference.
4.9 Registration Rights Agreement, relating to 12 1/2%
Senior Notes due 2011, dated as of January 24, 2001, by
and among Alamosa (Delaware), Inc., the Subsidiary
Guarantors set forth on Schedule I thereo, Salomon
Smith Barney Inc., TD Securities (USA) Inc., Credit
Suisse First Boston Corporation, First Union
Securities, Inc., Lehman Brothers Inc., and Scotia
Capital (USA) Inc., filed as Exhibit 4.9 to Form 10-K
of Alamosa Holdings, Inc. for the year ended December
31, 2000, which exhibit is incorporated herein by
reference.
4.10 Rights Agreement, dated as of February 14, 2001, by and
between Alamosa Holdings, Inc. and Mellon Investors
Services LLC, as Rights Agent, including the form of
Certificate of Designation, Preferences and Rights of
Series A Preferred Stock attached as Exhibit 1 thereto
and the form of Rights Certificate attached as Exhibit
2 thereto, filed as Exhibit 1.4 to the Registration
Statement on Form 8-A, dated February 14, 2001
(Registration No. 000-32357) of Alamosa Holdings, Inc.,
which exhibit is incorporated herein by reference.
58
EXHIBIT
NUMBER EXHIBIT TITLE
------- -------------
4.11 Third Supplemental Indenture for 12 7/8% Senior
Discount Notes due 2010, dated as of March 30, 2001,
among SWLP, L.L.C., SWGP, L.L.C., Southwest PCS, L.P.,
Southwest PCS Properties, LLC, Southwest PCS Licenses,
LLC, Alamosa (Delaware), Inc. (on behalf of itself and
the Existing Subsidiary Guarantors) and Wells Fargo
Bank Minnesota, N.A., as trustee, filed as Exhibit 4.10
to the Registration Statement on Form S-4, dated May 9,
2001 (Registration No. 333-60572) of Alamosa
(Delaware), Inc., which exhibit is incorporated herein
by reference.
4.12 Second Supplemental Indenture for 12 1/2% Senior Notes
due 2011, dated as of March 30, 2001, among SWLP,
L.L.C., SWGP, L.L.C., Southwest PCS, L.P., Southwest
PCS Properties, LLC, Southwest PCS Licenses, LLC,
Alamosa (Delaware), Inc. (on behalf of itself and the
Existing Subsidiary Guarantors) and Wells Fargo Bank
Minnesota, N.A., as trustee, filed as Exhibit 4.11 to
the Registration Statement on Form S-4, dated May 9,
2001 (Registration No. 333-60572) of Alamosa
(Delaware), Inc., which exhibit is incorporated herein
by reference.
4.13 Indenture for 13 5/8% Senior Notes due 2011, dated
August 15, 2001, among Alamosa (Delaware), Inc., the
Subsidiary Guarantors party thereto, and Wells Fargo
Bank Minnesota, N.A., as trustee, filed as Exhibit 4.12
to the Registration Statement on Form S-4, dated August
28, 2001 (Registration No. 333-68538) of Alamosa
(Delaware), Inc., which exhibit is incorporated herein
by reference.
4.14 Form of Global Note relating to the 13 5/8% Senior
Notes due 2011, filed as Exhibit 4.13 to the
Registration Statement on Form S-4, dated August 28,
2001 (Registration No. 333-68538) of Alamosa
(Delaware), Inc., which exhibit is incorporated herein
by reference.
4.15 Registration Rights Agreement, dated August 7, 2001, by
and among Alamosa (Delaware), Inc., the Subsidiary
Guarantors set forth on Schedule I thereto, Salomon
Smith Barney Inc., TD Securities (USA) Inc., First
Union Securities, Inc., and Scotia Capital (USA) Inc.,
relating to the 13?% Senior Notes due 2011, filed as
Exhibit 4.14 to the Registration Statement on Form S-4,
dated August 28, 2001 (Registration No. 333-68538) of
Alamosa (Delaware), Inc., which exhibit is incorporated
herein by reference.
4.16 Indenture for 11% Senior Notes due 2010, dated as of
November 10, 2003, among Alamosa (Delaware), Inc., the
Subsidiary Guarantors party thereto and Wells Fargo
Bank Minnesota, N.A., as trustee, filed as Exhibit 4.1
to Form 10-Q of Alamosa Holdings, Inc. for the
quarterly period ended September 30, 2003, which
exhibit is incorporated herein by reference.
4.17 Global Note relating to the 11% Senior Notes due 2010,
filed as Exhibit 4.3 to Form 10-Q of Alamosa Holdings,
Inc. for the quarterly period ended September 30, 2003,
which exhibit is incorporated herein by reference.
59
EXHIBIT
NUMBER EXHIBIT TITLE
------- -------------
4.18 Indenture for 12% Senior Discount Notes due 2009, dated
as of November 10, 2003, among Alamosa (Delaware),
Inc., the Subsidiary Guarantors party thereto and Wells
Fargo Bank Minnesota, N.A., as trustee, filed as
Exhibit 4.2 to Form 10-Q of Alamosa Holdings, Inc. for
the quarterly period ended September 30, 2003, which
exhibit is incorporated herein by reference.
4.19 Global Note relating to the 12% Senior Discount Notes
due 2009, filed as Exhibit 4.4 to Form 10-Q of Alamosa
Holdings, Inc. for the quarterly period ended September
30, 2003, which exhibit is incorporated herein by
reference.
4.20 Fourth Supplemental Indenture for 12 7/8% Senior
Discount Notes due 2010, dated as of September 11,
2003, among Alamosa Holdings, Inc., Alamosa (Delaware),
Inc., the Subsidiary Guarantors set forth on Schedule I
thereto and Wells Fargo Bank Minnesota, N.A., as
trustee, filed as Exhibit 4.5 to Form 10-Q of Alamosa
Holdings, Inc. for the quarterly period ended September
30, 2003, which exhibit is incorporated herein by
reference.
4.21 Fifth Supplemental Indenture for 12 7/8% Senior
Discount Notes due 2010, dated as of October 29, 2003,
among Alamosa Holdings, Inc., Alamosa (Delaware), Inc.,
the Subsidiary Guarantors set forth on Schedule I
thereto and Wells Fargo Bank Minnesota, N.A., as
trustee, filed as Exhibit 4.6 to Form 10-Q of Alamosa
Holdings, Inc. for the quarterly period ended September
30, 2003, which exhibit is incorporated herein by
reference.
4.22 Third Supplemental Indenture for 12 1/2% Senior Notes
due 2011, dated as of September 11, 2003, among Alamosa
Holdings, Inc., Alamosa (Delaware), Inc., the
Subsidiary Guarantors set forth on Schedule I thereto
and Wells Fargo Bank Minnesota, N.A., as trustee, filed
as Exhibit 4.7 to Form 10-Q of Alamosa Holdings, Inc.
for the quarterly period ended September 30, 2003,
which exhibit is incorporated herein by reference.
4.23 Fourth Supplemental Indenture for 12 1/2% Senior
Discount Notes due 2011, dated as of October 29, 2003,
among Alamosa Holdings, Inc., Alamosa (Delaware), Inc.,
the Subsidiary Guarantors set forth on Schedule I
thereto and Wells Fargo Bank Minnesota, N.A., as
trustee, filed as Exhibit 4.8 to Form 10-Q of Alamosa
Holdings, Inc. for the quarterly period ended September
30, 2003, which exhibit is incorporated herein by
reference.
4.24 First Supplemental Indenture for 13 5/8% Senior Notes
due 2011, dated as of September 11, 2003, among Alamosa
Holdings, Inc., Alamosa (Delaware), Inc., the
Subsidiary Guarantors set forth on Schedule I thereto
and Wells Fargo Bank Minnesota, N.A., as trustee, filed
as Exhibit 4.9 to Form 10-Q of Alamosa Holdings, Inc.
for the quarterly period ended September 30, 2003,
which exhibit is incorporated herein by reference.
4.25 Second Supplemental Indenture for 13 5/8% Senior
Discount Notes due 2011, dated as of October 29, 2003,
among Alamosa Holdings, Inc., Alamosa (Delaware), Inc.,
the Subsidiary Guarantors set forth on Schedule I
thereto and Wells Fargo Bank Minnesota, N.A., as
trustee, filed as Exhibit 4.10 to Form 10-Q of Alamosa
Holdings, Inc. for the quarterly period ended September
30, 2003, which exhibit is incorporated herein by
reference.
60
EXHIBIT
NUMBER EXHIBIT TITLE
------- -------------
4.26 Indenture for 8 1/2% Senior Notes due 2012, dated as of
January 20, 2004, among Alamosa (Delaware), Inc., the
Subsidiary Guarantors party thereto and Wells Fargo
Bank Minnesota, N.A., as trustee, filed as Exhibit 4.26
to Form 10-K of Alamosa Holdings, Inc. for the year
period ended December 31, 2003 which exhibit is
incorporated herein by reference.
4.27 Form of Global Note relating to the 8 1/2% Senior Notes
due 2012, filed as Exhibit 4.27 to Form 10-K of Alamosa
Holdings, Inc. for the year period ended December 31,
2003 which exhibit is incorporated herein by reference.
4.28 Registration Rights Agreement, dated as of January 20,
2004, by and among Alamosa (Delaware), Inc., the
Guarantors listed on the signature pages thereto, UBS
Securities LLC, Bear, Stearns & Co. Inc. and Lehman
Brothers Inc., relating to the 8 1/2% Senior Notes due
2012, filed as Exhibit 4.28 to Form 10-K of Alamosa
Holdings, Inc. for the year period ended December 31,
2003 which exhibit is incorporated herein by reference.
10.1 CDMA 1900 SprintCom Additional Affiliate Agreement
dated as of December 21, 1998, by and between Alamosa
PCS, LLC and Northern Telecom, Inc., filed as Exhibit
10.1 to Amendment No. 3 to the Registration Statement
on Form S-1, dated February 2, 2000 (Registration No.
333-89995), of Alamosa (Delaware), Inc. (formerly
Alamosa PCS Holdings, Inc.), which exhibit is
incorporated herein by reference.
10.2 Amendment No. 1 to DMS-MTX Cellular Supply Agreement
dated as of January 12, 1999, by and between Alamosa
PCS, LLC and Northern Telecom Inc., filed as Exhibit
10.2 to Amendment No. 3 to the Registration Statement
on Form S-1, dated February 2, 2000 (Registration No.
333-89995), of Alamosa (Delaware), Inc. (formerly
Alamosa PCS Holdings, Inc.), which exhibit is
incorporated herein by reference.
10.3 Amendment No. 2 to DMS-MTX Cellular Supply Agreement,
dated as of March 1, 1999, by and between Alamosa PCS,
LLC and Northern Telecom Inc., filed as Exhibit 10.3 to
Amendment No. 3 to the Registration Statement on Form
S-1, dated February 2, 2000 (Registration No.
333-89995), of Alamosa (Delaware), Inc. (formerly
Alamosa PCS Holdings, Inc.), which exhibit is
incorporated herein by reference.
10.4 Amendment No. 3 to DMS-MTX Cellular Supply Agreement,
dated as of August 11, 1999, by and between Alamosa
PCS, LLC and Northern Telecom Inc., filed as Exhibit
10.4 to Amendment No. 1 to the Registration Statement
on Form S-1, dated December 23, 1999 (Registration No.
333-89995), of Alamosa (Delaware), Inc. (formerly
Alamosa PCS Holdings, Inc.), which exhibit is
incorporated herein by reference.
10.5 Sprint PCS Management Agreement (Wisconsin), as amended
by Addendum I, dated as of December 6, 1999 by and
between Sprint Spectrum, L.P., WirelessCo, L.P. and
Alamosa Wisconsin Limited Partnership, filed as Exhibit
10.10 to Amendment No. 3 to the Registration Statement
on Form S-1, dated February 2, 2000 (Registration No.
333-89995), of Alamosa (Delaware), Inc. (formerly
Alamosa PCS Holdings, Inc.), which exhibit is
incorporated herein by reference.
61
EXHIBIT
NUMBER EXHIBIT TITLE
------- -------------
10.6 Sprint PCS Services Agreement (Wisconsin,) dated as of
December 6, 1999, by and between Sprint Spectrum, L.P.
and Alamosa Wisconsin Limited Partnership, filed as
Exhibit 10.11 to Amendment No. 3 to the Registration
Statement on Form S-1, dated February 2, 2000
(Registration No. 333-89995), of Alamosa (Delaware),
Inc. (formerly Alamosa PCS Holdings, Inc.), which
exhibit is incorporated herein by reference.
10.7 Sprint Trademark and Service Mark License Agreement
(Wisconsin), dated as of December 6, 1999, by and
between Sprint Communications Company, L.P. and Alamosa
Wisconsin Limited Partnership, filed as Exhibit 10.12
to Amendment No. 3 to the Registration Statement on
Form S-1, dated February 2, 2000 (Registration No.
333-89995), of Alamosa (Delaware), Inc. (formerly
Alamosa PCS Holdings, Inc.), which exhibit is
incorporated herein by reference.
10.8 Sprint Spectrum Trademark and Service Mark License
Agreement (Wisconsin), dated as of December 6, 1999, by
and between Sprint Spectrum, L.P. and Alamosa Wisconsin
Limited Partnership, filed as Exhibit 10.13 to
Amendment No. 3 to the Registration Statement on Form
S-1, dated February 2, 2000 (Registration No.
333-89995), of Alamosa (Delaware), Inc. (formerly
Alamosa PCS Holdings, Inc.), which exhibit is
incorporated herein by reference.
10.9 Engineering Service Contract, System Design and
Construction Inspection, dated as of July 27, 1998, as
amended, by and between Alamosa PCS, LLC and Hicks &
Ragland Engineering Co., Inc., filed as Exhibit 10.14
to Amendment No. 1 to the Registration Statement on
Form S-1, dated December 23, 1999 (Registration No.
333-89995), of Alamosa (Delaware), Inc. (formerly
Alamosa PCS Holdings, Inc.), which exhibit is
incorporated herein by reference.
10.10 Master Site Development and Lease Agreement, as
amended, dated as of August 1998, by and between
Alamosa PCS, LLC and Specialty Capital Services, Inc.,
filed as Exhibit 10.15 to Amendment No. 3 to the
Registration Statement on Form S-1, dated December 23,
1999 (Registration No. 333-89995), of Alamosa
(Delaware), Inc. (formerly Alamosa PCS Holdings, Inc.),
which exhibit is incorporated herein by reference.
10.11+ Amended and Restated Employment Agreement, dated as of
October 1, 2002, by and between Alamosa Holdings, Inc.
and David E. Sharbutt, filed as Exhibit 10.11 to Form
10-K of Alamosa Holdings, Inc. for the year ended
December 31, 2002, which exhibit is incorporated herein
by reference.
10.12+ Amended and Restated Employment Agreement, dated as of
October 1, 2002, by and between Alamosa Holdings, Inc.
and Kendall W. Cowan, filed as Exhibit 10.12 to Form
10-K of Alamosa Holdings, Inc. for the year ended
December 31, 2002, which exhibit is incorporated herein
by reference.
62
EXHIBIT
NUMBER EXHIBIT TITLE
------- -------------
10.13 Sprint PCS Management Agreement, as amended by Addendum
I, dated as of December 23, 1999, by and between Sprint
Spectrum, L.P., WirelessCo, L.P., Cox Communications
PCS, L.P., Cox CPS License, LLC, SprintCom, Inc. and
Alamosa PCS, LLC, filed as Exhibit 10.22 to Amendment
No. 2 to the Registration Statement on Form S-1, dated
January 19, 2000 (Registration No. 333-89995), of
Alamosa (Delaware), Inc. (formerly Alamosa PCS
Holdings, Inc.), which exhibit is incorporated herein
by reference.
10.14 Sprint PCS Services Agreement, dated as of December 23,
1999, by and between Sprint Spectrum, L.P. and Alamosa
PCS, LLC, filed as Exhibit 10.23 to Amendment No. 2 to
the Registration Statement on Form S-1, dated January
19, 2000 (Registration No. 333-89995), of Alamosa
(Delaware), Inc. (formerly Alamosa PCS Holdings, Inc.),
which exhibit is incorporated herein by reference.
10.15 Sprint Trademark and Service Mark License Agreement,
dated as of December 23, 1999, by and between Sprint
Communications Company, L.P. and Alamosa PCS, LLC,
filed as Exhibit 10.24 to Amendment No. 2 to the
Registration Statement on Form S-1, dated January 19,
2000 (Registration No. 333-89995), of Alamosa
(Delaware), Inc. (formerly Alamosa PCS Holdings, Inc.),
which exhibit is incorporated herein by reference.
10.16 Sprint Spectrum Trademark and Service Mark License
Agreement, dated as of December 23, 1999, by and
between Sprint Spectrum, L.P. and Alamosa PCS, LLC,
filed as Exhibit 10.25 to Amendment No. 2 to the
Registration Statement on Form S-1, dated January 19,
2000 (Registration No. 333-89995), of Alamosa
(Delaware), Inc. (formerly Alamosa PCS Holdings, Inc.),
which exhibit is incorporated herein by reference.
10.17 Amendment No. 4 to DMS-MTX Cellular Supply Agreement by
and between Alamosa PCS, LLC and Nortel Networks Inc.
(successor in interest to Northern Telecom Inc.)
effective as of February 8, 2000, filed as Exhibit
10.20 to Form 10-K of Alamosa (Delaware), Inc.
(formerly Alamosa PCS Holdings, Inc.) for the year
ended December 31, 1999, which exhibit is incorporated
herein by reference.
10.18 Amended and Restated Master Design Build Agreement,
dated as of March 21, 2000, by and between Texas
Telecommunications, LP and Alamosa Wisconsin Limited
Partnership and SBA Towers, Inc., filed as Exhibit
10.23 to Form 10-K of Alamosa (Delaware), Inc.
(formerly Alamosa PCS Holdings, Inc.) for the year
ended December 31, 1999, which exhibit is incorporated
herein by reference.
10.19+ Amended and Restated Employment Agreement dated as of
October 1, 2002, by and between Alamosa Holdings, Inc.
and Loyd I. Rinehart, filed as Exhibit 10.19 to Form
10-K of Alamosa Holdings, Inc. for the year ended
December 31, 2002, which exhibit is incorporated herein
by reference.
63
EXHIBIT
NUMBER EXHIBIT TITLE
------- -------------
10.20 Addendum II to Sprint PCS Management Agreement
(Wisconsin), dated as of February 3, 2000 and effective
as of February 8, 2000, by and among Sprint Spectrum
L.P., WirelessCo, L.P., Sprint Communications Company,
L.P. and Alamosa Wisconsin Limited Partnership, filed
as Exhibit 10.27 to Form 10-K of Alamosa Holdings, Inc.
for the year ended December 31, 2000, which exhibit is
incorporated herein by reference.
10.21 Addendum III to Sprint PCS Management Agreement
(Wisconsin), dated as of April 25, 2000 and effective
as of March 15, 2000, by and among Sprint Spectrum
L.P., WirelessCo, L.P., Sprint Communications Company,
L.P. and Alamosa Wisconsin Limited Partnership, filed
as Exhibit 10.28 to Form 10-K of Alamosa Holdings, Inc.
for the year ended December 31, 2000, which exhibit is
incorporated herein by reference.
10.22 Addendum IV to Sprint PCS Management Agreement
(Wisconsin), dated as of June 23, 2000, by and among
Sprint Spectrum L.P., WirelessCo, L.P., Sprint
Communications Company, L.P. and Alamosa Wisconsin
Limited Partnership, filed as Exhibit 10.29 to Form
10-K of Alamosa Holdings, Inc., for the year ended
December 31, 2000, which exhibit is incorporated herein
by reference.
10.23 Addendum V to Sprint PCS Management Agreement
(Wisconsin), dated as of February 14, 2001, by and
among Sprint Spectrum L.P., WirelessCo, L.P., Sprint
Communications Company, L.P. and Alamosa Wisconsin
Limited Partnership, filed as Exhibit 10.30 to Form
10-K of Alamosa Holdings, Inc. for the year ended
December 31, 2000, which exhibit is incorporated herein
by reference.
10.24 Addendum II to Sprint PCS Management Agreement, dated
as of February 3, 2000 and effective as of February 8,
2000, by and among Sprint Spectrum L.P., WirelessCo,
L.P., SprintCom, Inc., Cox Communications PCS, L.P.,
Cox PCS License, LLC, Sprint Communications Company,
L.P. and Texas Telecommunications, LP (successor in
interest to Alamosa PCS, LLC), filed as Exhibit 10.31
to Form 10-K of Alamosa Holdings, Inc., for the year
ended December 31, 2000, which exhibit is incorporated
herein by reference.
10.25 Addendum III to Sprint PCS Management Agreement, dated
as of April 25, 2000 and effective as of March 15,
2000, by and among Sprint Spectrum L.P., WirelessCo,
L.P., SprintCom, Inc., Cox Communications PCS, L.P.,
Cox PCS License, LLC, Sprint Communications Company,
L.P. and Texas Telecommunications, LP (successor in
interest to Alamosa PCS, LLC), filed as Exhibit 10.32
to Form 10-K of Alamosa Holdings, Inc. for the year
ended December 31, 2000, which exhibit is incorporated
herein by reference.
10.26 Addendum IV to Sprint PCS Management Agreement, dated
as of June 23, 2000, by and among Sprint Spectrum L.P.,
WirelessCo, L.P., SprintCom, Inc., Sprint
Communications Company, L.P., and Texas
Telecommunications, LP, filed as Exhibit 10.33 to Form
10-K of Alamosa Holdings, Inc. for the year ended
December 31, 2000, which exhibit is incorporated herein
by reference.
64
EXHIBIT
NUMBER EXHIBIT TITLE
------- -------------
10.27 Addendum V to Sprint PCS Management Agreement, dated as
of January 8, 2001, by and among Sprint Spectrum L.P.,
WirelessCo, L.P., SprintCom, Inc., Cox Communications
PCS, L.P., Cox PCS License, LLC, Sprint Communications
Company, L.P. and Texas Telecommunications, LP, filed
as Exhibit 10.34 to Form 10-K of Alamosa Holdings, Inc.
for the year ended December 31, 2000, which exhibit is
incorporated herein by reference.
10.28 Addendum VI to Sprint PCS Management Agreement, dated
as of February 14, 2001, by and among Sprint Spectrum
L.P., WirelessCo, L.P., Sprint Communications Company,
L.P. and Texas Telecommunications, LP, filed as Exhibit
10.35 to Form 10-K of Alamosa Holdings, Inc. for the
year ended December 31, 2000, which exhibit is
incorporated herein by reference.
10.29 Sprint PCS Management Agreement, dated as of June 8,
1998, as amended by Addenda I - VIII between Sprint
Spectrum L.P., SprintCom, Inc. and Roberts Wireless
Communications, L.L.C., filed as Exhibit 10.36 to Form
10-K of Alamosa Holdings, Inc. for the year ended
December 31, 2000, which exhibit is incorporated herein
by reference.
10.30 Sprint PCS Services Agreement, dated as of June 8,
1998, between Sprint Spectrum L.P. and Roberts Wireless
Communications, L.L.C., filed as Exhibit 10.37 to Form
10-K of Alamosa Holdings, Inc. for the year ended
December 31, 2000, which exhibit is incorporated herein
by reference.
10.31 Sprint Trademark and Service Mark License Agreement,
dated as of June 8, 1998, between Sprint Communications
Company, L.P. and Roberts Wireless Communications,
L.L.C., filed as Exhibit 10.38 to Form 10-K of Alamosa
Holdings, Inc. for the year ended December 31, 2000,
which exhibit is incorporated herein by reference.
10.32 Sprint Spectrum Trademark and Service Mark License
Agreement, dated as of June 8, 1998, between Sprint
Spectrum L.P. and Roberts Wireless Communications,
L.L.C., filed as Exhibit 10.39 to Form 10-K of Alamosa
Holdings, Inc. for the year ended December 31, 2000,
which exhibit is incorporated herein by reference.
10.33 Sprint PCS Management Agreement, dated as of January
25, 1999, as amended by Addenda I - III, between Sprint
Spectrum L.P., WirelessCo, L.P. and Washington Oregon
Wireless, LLC, filed as Exhibit 10.40 to Form 10-K of
Alamosa Holdings, Inc. for the year ended December 31,
2000, which exhibit is incorporated herein by
reference.
10.34 Sprint PCS Services Agreement, dated as of January 25,
1999, between Sprint Spectrum L.P. and Washington
Oregon Wireless, LLC, filed as Exhibit 10.41 to Form
10-K of Alamosa Holdings, Inc. for the year ended
December 31, 2000, which exhibit is incorporated herein
by reference.
65
EXHIBIT
NUMBER EXHIBIT TITLE
------- -------------
10.35 Sprint Trademark and Service Mark License Agreement,
dated as of January 25, 1999, between Sprint
Communications Company, L.P. and Washington Oregon
Wireless, LLC, filed as Exhibit 10.42 to Form 10-K of
Alamosa Holdings, Inc. for the year ended December 31,
2000, which exhibit is incorporated herein by
reference.
10.36 Sprint Spectrum Trademark and Service Mark License
Agreement, dated as of January 25, 1999, between Sprint
Spectrum L.P. and Washington Oregon Wireless, LLC,
filed as Exhibit 10.42 to Form 10-K of Alamosa
Holdings, Inc. for the year ended December 31, 2000,
which exhibit is incorporated herein by reference.
10.37 Amended and Restated Employment Agreement, dated as of
October 1, 2002, by and between Alamosa Holdings, Inc.
and Anthony Sabatino, filed as Exhibit 10.42 to Form
10-K of Alamosa Holdings, Inc. for the year ended
December 31, 2002, which exhibit is incorporated herein
by reference.
10.38+ Amended and Restated 1999 Long Term Incentive Plan,
filed as Exhibit 4.2 to the Registration Statement on
Form S-8, dated January 10, 2003 (Registration No. 333-
102460) of Alamosa Holdings, Inc., which exhibit is
incorporated herein by reference.
10.39+ Amended and Restated Alamosa Holdings, Inc. Employee
Stock Purchase Plan, filed as Exhibit 10.61 to the Form
10-Q of Alamosa Holdings, Inc. for the quarterly period
ended June 30, 2002, which exhibit is incorporated
herein by reference.
10.40 Addendum VI to Sprint PCS Management Agreement
(Wisconsin), dated as of March 30, 2001, by and among
Sprint Spectrum L.P., WirelessCo, L.P., Sprint
Communications Company, L.P. and Alamosa Wisconsin
Limited Partnership, filed as Exhibit 10.45 to the
Registration Statement on Form S-4, dated May 9, 2001
(Registration No. 333-60572) of Alamosa (Delaware),
Inc., which exhibit is incorporated herein by
reference.
10.41 Addendum VII to Sprint PCS Management Agreement, dated
as of March 30, 2001, by and among Sprint Spectrum
L.P., WirelessCo, L.P., Sprint Communications Company,
L.P. and Texas Telecommunications LP, filed as Exhibit
10.46 to the Registration Statement on Form S-4, dated
May 9, 2001 (Registration No. 333-60572), of Alamosa
(Delaware), Inc., which exhibit is incorporated herein
by reference.
10.42 Addendum IX to Sprint PCS Management Agreement, dated
as of March 30, 2001, by and among Sprint Spectrum
L.P., WirelessCo, L.P., Sprint Communications Company,
L.P. and Roberts Wireless Communications, filed as
Exhibit 10.47 to the Registration Statement on Form
S-4, dated May 9, 2001 (Registration No. 333-60572), of
Alamosa (Delaware), Inc., which exhibit is incorporated
herein by reference.
66
EXHIBIT
NUMBER EXHIBIT TITLE
------- -------------
10.43 Addendum IV to Sprint PCS Management Agreement, dated
as of March 30, 2001, by and among Sprint Spectrum
L.P., WirelessCo, L.P., Sprint Communications Company,
L.P. and Washington Oregon Wireless, LLC, filed as
Exhibit 10.48 to the Registration Statement on Form
S-4, dated May 9, 2001 (Registration No. 333-60572), of
Alamosa (Delaware), Inc., which exhibit is incorporated
herein by reference.
10.44 Sprint PCS Amended and Restated Management Agreement,
dated March 30, 2001, as amended by Addendum IV, by and
between Sprint Spectrum, L.P., SprintCom, Inc.,
WirelessCo, L.P., Sprint Communications Company, L.P.,
and Southwest PCS, L.P., filed as Exhibit 10.49 to the
Registration Statement on Form S-4, dated May 9, 2001
(Registration No. 333-60572) of Alamosa (Delaware),
Inc., which exhibit is incorporated herein by
reference.
10.45 Sprint PCS Services Agreement, dated July 10, 1998,
between Sprint Spectrum L.P. and Southwest PCS, L.P.,
filed as Exhibit 10.50 to the Registration Statement on
Form S-4, dated May 9, 2001 (Registration No.
333-60572) of Alamosa (Delaware), Inc., which exhibit
is incorporated herein by reference.
10.46 Sprint Trademark and Service Mark License Agreement,
dated July 10, 1998, between Sprint Communications
Company, L.P. and Southwest PCS, L.P., filed as Exhibit
10.51 to the Registration Statement on Form S-4, dated
May 9, 2001 (Registration No. 333-60572) of Alamosa
(Delaware), Inc., which exhibit is incorporated herein
by reference.
10.47 Sprint Spectrum Trademark and Service Mark License
Agreement, dated July 10, 1998, between Sprint Spectrum
L.P. and Southwest PCS, L.P., filed as Exhibit 10.52 to
the Registration Statement on Form S-4, dated May 9,
2001 (Registration No. 333-60572) of Alamosa
(Delaware), Inc., which exhibit is incorporated herein
by reference.
10.48+ Amended and Restated Employment Agreement dated as of
October 1, 2002 by and between Alamosa holdings, Inc.
and Margaret Z. Couch, filed as Exhibit 10.60 to Form
10-K of Alamosa Holdings, Inc. for the year ended
December 31, 2002, which exhibit is incorporated herein
by reference.
10.49+ Employment Agreement dated as of December 1, 2002 by
and between Alamosa Holdings, Inc. and Steven
Richardson, filed as Exhibit 10.62 to Form 10-K of
Alamosa Holdings, Inc. for the year ended December 31,
2002, which exhibit is incorporated herein by
reference.
10.50 Addendum VI to Sprint PCS Management Agreement and
Sprint PCS Services Agreement, dated as of September
12, 2003, by and among Sprint Spectrum L.P.,
WirelessCo, L.P., Sprint Communications Company L.P.
and Washington Oregon Wireless, LLC, filed as Exhibit
10.2 to Form 10-Q of Alamosa Holdings, Inc. for the
quarterly period ende September 30, 2003, which exhibit
is incorporated herein by reference.
67
EXHIBIT
NUMBER EXHIBIT TITLE
------- -------------
10.51 Addendum X to Sprint PCS Management Agreement and
Sprint PCS Services Agreement, dated as of September
12, 2003, by and among Sprint Spectrum L.P.,
WirelessCo, L.P., Sprint Communications Company L.P.
and Texas Telecommunications LP, filed as Exhibit 10.3
to Form 10-Q of Alamosa Holdings, Inc. for the
quarterly period ended September 30, 2003, which
exhibit is incorporated herein by reference.
10.52 Addendum V to Sprint PCS Management Agreement and
Sprint PCS Services Agreement, dated as of September
12, 2003, by and among Sprint Spectrum L.P.,
WirelessCo, L.P., Sprint Communications Company L.P.
and Southwest PCS, L.P., filed as Exhibit 10.4 to Form
10-Q of Alamosa Holdings, Inc. for the quarterly period
ended September 30, 2003, which exhibit is incorporated
herein by reference.
10.53 Addendum IX to Sprint PCS Management Agreement and
Sprint PCS Services Agreement, dated as of September
12, 2003, by and among Sprint Spectrum L.P.,
WirelessCo, L.P., Sprint Communications Company L.P.
and Alamosa Wisconsin Limited Partnership, filed as
Exhibit 10.5 to Form 10-Q of Alamosa Holdings, Inc. for
the quarterly period ended September 30, 2003, which
exhibit is incorporated herein by reference.
10.54 Addendum X to Sprint PCS Management Agreement and
Sprint PCS Services Agreement, dated as of September
12, 2003, by and among Sprint Spectrum L.P.,
WirelessCo, L.P., Sprint Communications Company L.P.
and Alamosa Missouri, LLC, filed as Exhibit 10.6 to
Form 10-Q of Alamosa Holdings, Inc. for the quarterly
period ended September 30, 2003, which exhibit is
incorporated herein by reference.
10.55 Settlement Agreement and Mutual Release, dated as of
September 12, 2003, by and among Sprint Spectrum L.P.,
SprintCom, Inc., Sprint Communications Company L.P.,
WirelessCo, L.P., Alamosa Holdings, Inc., Alamosa
(Delaware), Inc., Alamosa Missouri, LLC, Southwest PCS,
L.P., Washington Oregon Wireless LLC, Alamosa Wisconsin
Limited Partnership and Texas Telecommunications LP,
Filed as Exhibit 10.7 to Form 10-Q of Alamosa Holdings,
Inc. for the quarterly period ended September 30, 2003,
which exhibit is incorporated herein by reference.
10.56+ Amendment to the Amended and Restated Alamosa Holdings,
Inc. Employee Stock Purchase Plan, filed as Exhibit
10.8 to Form 10-Q of Alamosa Holdings, Inc. for the
quarterly period ended September 30, 2003, which
exhibit is incorporated herein by reference.
21.1 Omitted pursuant to Instruction I(2)(b) of Form 10-K
31.1* Certification of CEO Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
31.2* Certification of CFO Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
68
EXHIBIT
NUMBER EXHIBIT TITLE
------- -------------
32.1* Certification of CEO Pursuant to 18 U.S.C. Section
1350, as adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
32.2* Certification of CFO Pursuant to 18 U.S.C. Section
1350, as adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
+ Exhibit is a management contract or compensatory plan.
* Exhibit is filed herewith.
69
ALAMOSA (DELAWARE), INC.
INDEX TO FINANCIAL STATEMENTS
Report of Independent Auditors..................................................................... F-2
Consolidated Balance Sheets as of December 31, 2003 and December 31, 2002.......................... F-3
Consolidated Statements of Operations for the years ended December 31, 2003, 2002 and 2001......... F-4
Consolidated Statements of Stockholder's Equity for the period from December 31, 2000 to December
31, 2003........................................................................................... F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2003, 2002 and 2001......... F-6
Notes to Consolidated Financial Statements......................................................... F-7
Report of Independent Auditors on Financial Statement Schedule..................................... F-47
Consolidated Valuation and Qualifying Accounts..................................................... F-48
F-1
REPORT OF INDEPENDENT AUDITORS
To the Board of Directors and Stockholder of Alamosa (Delaware), Inc.:
In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of operations, stockholder's equity and cash flows
present fairly, in all material respects, the financial position of Alamosa
(Delaware), Inc. and its subsidiaries at December 31, 2003 and 2002, and the
results of their operations and their cash flows for each of the three years in
the period ended December 31, 2003 in conformity with accounting principles
generally accepted in the United States of America. These financial statements
are the responsibility of the Company's management; our responsibility is to
express an opinion on these financial statements 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 3 to the consolidated financial statements, the Company has
changed its method of accounting for goodwill and other intangible assets as a
result of adopting SFAS No. 142 as of January 1, 2002. See also Note 2 regarding
liquidity and capital resources.
PricewaterhouseCoopers LLP
Dallas, Texas
March 9, 2004
F-2
ALAMOSA (DELAWARE), INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except share amounts)
DECEMBER 31,
----------------------------------------
2003 2002
------------------ ------------------
ASSETS
Current assets:
Cash and cash equivalents $ 98,242 $ 60,525
Restricted cash 1 34,725
Customer accounts receivable, net 28,034 27,926
Receivable from Sprint 18,465 32,576
Interest receivable -- 973
Receivable from parent 1 --
Inventory 7,309 7,410
Prepaid expenses and other assets 9,763 7,239
Deferred customer acquisition costs 8,060 7,312
Deferred tax asset 4,572 5,988
------------------ ------------------
Total current assets 174,447 184,674
Property and equipment, net 434,840 458,946
Debt issuance costs, net 14,366 33,351
Intangible assets, net 448,354 488,421
Other noncurrent assets 6,393 7,802
------------------ ------------------
Total assets $ 1,078,400 $ 1,173,194
================== ==================
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Accounts payable $ 31,010 $ 27,203
Accrued expenses 37,325 34,903
Payable to Sprint 24,290 26,903
Interest payable 5,353 22,242
Deferred revenue 22,742 18,901
Current installments of capital leases 481 1,064
------------------ ------------------
Total current liabilities 121,201 131,216
------------------ ------------------
Long term liabilities:
Capital lease obligations 812 1,355
Other noncurrent liabilities 8,693 10,641
Deferred tax liability 15,379 27,694
Senior secured debt 200,000 200,000
Senior notes 464,424 668,862
------------------ ------------------
Total long term liabilities 689,308 908,552
------------------ ------------------
Total liabilities 810,509 1,039,768
------------------ ------------------
Commitments and contingencies (see Note 19) -- --
Stockholder's equity:
Preferred stock, $.01 par value; 1,000 shares authorized; no shares issued -- --
Common stock, $.01 par value; 9,000 shares authorized;
100 and 100 shares issued and outstanding, respectively -- --
Additional paid-in capital 1,015,991 799,403
Accumulated deficit (747,425) (664,133)
Unearned compensation (145) (294)
Accumulated other comprehensive loss, net of tax (530) (1,550)
------------------ ------------------
Total stockholder's equity 267,891 133,426
------------------ ------------------
Total liabilities and stockholder's equity $ 1,078,400 $ 1,173,194
================== ==================
The accompanying notes are an integral part of the
consolidated financial statements.
F-3
ALAMOSA (DELAWARE), INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands)
YEAR ENDED DECEMBER 31,
----------------------------------------------------------------
2003 2002 2001
------------------- ------------------- -------------------
Revenues:
Subscriber revenues $ 452,396 $ 391,927 $ 231,145
Roaming revenues 150,772 139,843 99,213
------------------- ------------------- -------------------
Service revenues 603,168 531,770 330,358
Product sales 27,882 23,922 26,781
------------------- ------------------- -------------------
Total revenue 631,050 555,692 357,139
------------------- ------------------- -------------------
Costs and expenses:
Cost of service and operation (excluding
non-cash compensation of $14, $4, and $0 for
2003, 2002, and 2001, respectively) 317,215 343,468 237,843
Cost of products sold 59,651 50,974 53,911
Selling and marketing (excluding non-cash
compensation of $14, $4, and $0 for 2003,
2002, and 2001, respectively) 112,626 119,059 110,052
General and administrative expenses (excluding
non-cash compensation of $121, $21, and
($916) for 2003, 2002, and 2001, 15,814 14,656 13,853
respectively)
Depreciation and amortization 110,495 105,121 94,722
Impairment of goodwill -- 291,635 --
Impairment of property and equipment 2,243 1,194 --
Non-cash compensation 149 29 (916)
------------------- ------------------- -------------------
Total costs and expenses 618,193 926,136 509,465
------------------- ------------------- -------------------
Income (loss) from operations 12,857 (370,444) (152,326)
Loss on debt extinguishment -- -- (5,472)
Debt exchange expenses (8,694) -- --
Interest and other income 929 3,459 11,664
Interest expense (99,914) (102,863) (81,730)
------------------- ------------------- -------------------
Loss before income tax benefit (94,822) (469,848) (227,864)
Income tax benefit 11,530 67,086 80,441
------------------- ------------------- -------------------
Net loss $ (83,292) $ (402,762) $ (147,423)
=================== =================== ===================
The accompanying notes are an integral part of the
consolidated financial statements.
F-4
ALAMOSA (DELAWARE), INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
(Dollars in thousands, except share amounts )
FOR THE PERIOD FROM DECEMBER 31, 2000 TO DECEMBER 31, 2003
PREFERRED STOCK COMMON STOCK
COMPREHENSIVE ------------------------ ----------------------- ADDITIONAL ACCUMULATED
INCOME (LOSS) SHARES AMOUNT SHARES AMOUNT PAID-IN CAPITAL DEFICIT
------------- ------------------------ ---------- ----------- --------------- -----------
Balance December 31, 2000 -- $ -- 100 $ -- $ 246,458 $(113,948)
Net loss $ (147,423) (147,423)
Net change in fair value of
derivative instruments
qualifying as cash flow
hedges, net of tax
benefit of $540 (936)
-----------
Total comprehensive loss $ (148,359)
===========
Capital infusion from parent 555,863
Forfeiture of variable
stock-based awards
Unearned compensation related
to forfeiture of variable
stock-based awards (2,028)
---------- ---------- --------- -------- ------------ ---------
Balance December 31, 2001 -- -- 100 -- 800,293 (261,371)
Net loss $ (402,762) (402,762)
Net change in fair value of
derivative instruments
qualifying as cash flow
hedges, net of tax
benefit of $376 (614)
-----------
Total comprehensive loss $ (403,376)
===========
Capital distribution to parent (1,213)
Unearned compensation 323
Amortization of unearned
Compensation
---------- ---------- --------- --------- ----------- ----------
Balance December 31, 2002 -- -- 100 -- 799,403 (664,133)
Net loss $ (83,292) (83,292)
Net change in fair value of
derivative instruments
qualifying as cash flow
hedges, net of tax
expense of $631 1,020
-----------
Total comprehensive loss $ (82,272)
===========
Capital infusion from parent 221,115
Capital distribution to parent (4,527)
Amortization of unearned
compensation
---------- ---------- --------- --------- ----------- ----------
Balance December 31, 2003 -- $ -- 100 $ -- $ 1,015,991 $ (747,425)
========== ========== ========= ========= =========== ==========
ACCUMULATED OTHER
UNEARNED COMPREHENSIVE
COMPENSATION LOSS TOTAL
------------ ----------------- -------
Balance December 31, 2000 $ (1,112) $ -- $ 131,398
Net loss (147,423)
Net change in fair value of
derivative instruments
qualifying as cash flow
hedges, net of tax
benefit of $540 (936) (936)
Total comprehensive loss
Capital infusion from parent 555,863
Forfeiture of variable
stock-based awards (916) (916)
Unearned compensation related
to forfeiture of variable
stock-based awards 2,028 --
--------- ------------ ----------
Balance December 31, 2001 -- (936) 537,986
Net loss (402,762)
Net change in fair value of
derivative instruments
qualifying as cash flow
hedges, net of tax
benefit of $376 (614) (614)
Total comprehensive loss
Capital distribution to parent (1,213)
Unearned compensation (323) --
Amortization of unearned
Compensation 29 29
--------- -------------- -----------
Balance December 31, 2002 (294) (1,550) 133,426
Net loss (83,292)
Net change in fair value of
derivative instruments
qualifying as cash flow
hedges, net of tax
expense of $631 1,020 1,020
Total comprehensive loss
Capital infusion from parent 221,115
Capital distribution to parent (4,527)
Amortization of unearned
compensation 149 149
--------- ----------- -----------
Balance December 31, 2003 $ (145) $ (530) $ 267,891
========= =========== ===========
The accompanying notes are an integral part of the
consolidated financial statements.
F-5
ALAMOSA (DELAWARE), INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
YEAR ENDED DECEMBER 31,
-----------------------------------------------------
2003 2002 2001
---------------- --------------- -------------
Cash flows from operating activities:
Net loss $ (83,292) $ (402,762) $ (147,423)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Non-cash compensation 149 29 (916)
Non-cash interest expense (benefit) on
derivative instruments (693) 464 656
Non-cash accretion of asset retirement
obligation 565 -- --
Provision for bad debts 13,451 40,285 17,490
Depreciation and amortization of property and
equipment 70,428 64,702 45,963
Amortization of goodwill and intangibles 40,067 40,419 48,759
Amortization of financing costs included in
interest expense 4,270 4,259 3,274
Amortization of discounted interest 329 395 165
Loss on debt extinguishment -- -- 5,472
Deferred tax benefit (11,530) (67,086) (80,441)
Interest accreted on discount notes 33,496 31,655 27,927
Impairment of property and equipment 2,243 1,194 --
Impairment of goodwill -- 291,635 --
Debt exchange expense 8,694 -- --
(Increase) decrease in, net of effects from
acquisitions:
Receivables 1,524 (45,236) (47,895)
Inventory 101 (2,608) 1,275
Prepaid expenses and other assets (1,864) (6,440) (6,655)
Increase in, net of effects from acquisitions:
Accounts payable and accrued expenses (22,234) 23,105 18,594
-------------- -------------- -------------
Net cash provided by (used in) operating
activities 55,704 (25,990) (113,755)
-------------- -------------- -------------
Cash flows from investing activities:
Proceeds from sale of assets 2,645 451 --
Purchases of property and equipment (38,625) (89,476) (143,731)
Repayment of notes receivable -- -- 11,860
Acquisition related costs -- -- (37,617)
Net change in short term investments -- 1,300 300
Change in restricted cash 34,724 59,968 (94,693)
Other -- 99 102
-------------- -------------- -------------
Net cash used in investing activities (1,256) (27,658) (263,779)
-------------- -------------- -------------
Cash flows from financing activities:
Capital contributions (distributions) (4,527) (1,213) 9,665
Proceeds from issuance of senior notes -- -- 384,046
Borrowings under senior secured debt -- 12,838 253,000
Repayments of borrowings under senior secured
debt -- -- (289,421)
Debt issuance costs capitalized (2,329) (1,351) (16,503)
Debt exchange expenses (8,694) -- --
Payments on capital leases (1,077) (773) (349)
Payment of fractional notes in debt exchange (104) -- --
-------------- -------------- -------------
Net cash provided by (used in) financing
activities (16,731) 9,501 340,438
--------------- -------------- -------------
Net increase (decrease) in cash and cash
equivalents 37,717 (44,147) (37,096)
Cash and cash equivalents at beginning of period 60,525 104,672 141,768
-------------- -------------- -------------
Cash and cash equivalents at end of period $ 98,242 $ 60,525 $ 104,672
============== ============== =============
Supplemental disclosure - cash paid for interest $ 79,401 $ 70,890 $ 27,804
============== ============== =============
Supplemental disclosure of non-cash investing and
financing activities:
Capitalized lease obligations incurred $ 73 $ 613 $ 1,242
Change in accounts payable for purchase of
property and equipment 11,387 (20,450) 1,844
Asset retirement obligations capitalized 1,248 -- --
Capital infusion in connection with debt
exchange 239,944 -- --
Liabilities assumed in connection with debt
issuance costs -- -- 15,954
Capital infusion in connection with
acquisitions -- -- 546,175
Obligations assumed in connection with
acquisitions -- -- 253,686
The accompanying notes are an integral part of the
consolidated financial statements.
F-6
ALAMOSA (DELAWARE), INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
1. ORGANIZATION AND BUSINESS OPERATIONS
Alamosa (Delaware), Inc. is a direct wholly owned subsidiary of Alamosa
PCS Holdings, Inc. and an indirect wholly owned subsidiary of Alamosa
Holdings, Inc. ("Alamosa Holdings"). Alamosa Holdings was formed in
July 2000. Alamosa holdings is a holding company and through its
subsidiaries provides wireless personal communications services,
commonly referred to as PCS, in the Southwestern, Northwestern and
Midwestern United States. Alamosa (Delaware), Inc. ("Alamosa
(Delaware)"), was formed in October 1999 under the name "Alamosa PCS
Holdings, Inc." to operate as a holding company in anticipation of its
initial public offering. On February 3, 2000, Alamosa (Delaware)
completed its initial public offering. Immediately prior to the initial
public offering, shares of Alamosa (Delaware) were exchanged for
Alamosa PCS, LLC's ("Alamosa LLC") membership interests, and Alamosa
LLC became wholly owned by Alamosa (Delaware). Alamosa (Delaware) and
its subsidiaries are collectively referred to in these consolidated
financial statements as the "Company," "we," "us" or "our."
On December 14, 2000, Alamosa (Delaware) formed a new holding company
pursuant to Section 251(g) of the Delaware General Corporation Law. In
that transaction, each share of Alamosa (Delaware) was converted into
one share of the new holding company, and the former public company,
which was renamed "Alamosa (Delaware), Inc." became a wholly owned
subsidiary of the new holding company, which was renamed "Alamosa PCS
Holdings, Inc."
On February 14, 2001, Alamosa Holdings became the new public holding
company of Alamosa PCS Holdings, Inc. ("Alamosa PCS Holdings") and its
subsidiaries pursuant to a reorganization transaction in which a wholly
owned subsidiary of Alamosa Holdings was merged with and into Alamosa
PCS Holdings. As a result of this reorganization, Alamosa PCS Holdings
became a wholly owned subsidiary of Alamosa Holdings, and each share of
Alamosa PCS Holdings common stock was converted into one share of
Alamosa Holdings common stock. Alamosa Holdings' common stock is quoted
on the Over-the-Counter Bulletin Board under the symbol "ALMO." Alamosa
(Delaware) remains the issuer of the Company's public debt.
2. LIQUIDITY AND CAPITAL RESOURCES
Since inception, the Company has financed its operations through
capital contributions from owners, through debt financing and through
proceeds generated from public offerings of common stock. The proceeds
from these transactions have been used to fund the build-out of the
Company's portion of the PCS network of Sprint, subscriber acquisition
costs and working capital.
While the Company has incurred substantial net losses since inception
and negative cash flows from operating activities through 2002, the
Company generated approximately $56 million of cash flows from
operating activities for the year ended December 31, 2003. In November
2003, the Company completed a debt exchange, as described in Note 11,
that provided for approximately $238 million of principal debt
reduction.
As of December 31, 2003, the Company had $98,242 in cash and cash
equivalents and additional availability of $25,000 under its undrawn
revolving credit facility, subject to restrictions on drawing upon that
facility. In January 2004, the Company completed an offering of $250
million in senior notes the proceeds from which were used to
permanently repay and terminate its senior secured credit facility
including the undrawn revolving portion discussed above. The Company
received net proceeds from the January 2004 senior notes offering,
after the repayment of the senior secured credit facility and
transaction costs, of approximately $42 million which will be used for
general corporate purposes.
The Company believes that its cash on hand plus the additional
liquidity that it expects to generate from operations will be
sufficient to fund expected capital expenditures and to cover its
working capital and debt service requirements (including dividends on
preferred stock) for at least the next 12 months.
The Company's future liquidity will be dependent on a number of factors
influencing its projections of operating cash flows, including those
related to subscriber growth, average revenue per user, average monthly
F-7
ALAMOSA (DELAWARE), INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
churn and cost per gross addition. Should actual results differ
significantly from these assumptions, the Company's liquidity position
could be adversely affected and it could be in a position that would
require it to raise additional capital, which may or may not be
available on terms acceptable to the Company, if at all, and could have
a material adverse effect on the Company's ability to achieve its
intended business objectives.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION - The consolidated financial statements
include the accounts of the Company and its subsidiaries. All
intercompany accounts and transactions are eliminated.
CASH AND CASH EQUIVALENTS - Cash and cash equivalents include cash,
money market funds, and commercial paper with minimal interest rate
risk and original maturities of three months or less at the date of
acquisition.
The carrying amount approximates fair value.
SHORT-TERM INVESTMENTS - The Company invests in highly liquid debt
instruments with strong credit ratings. Commercial paper investments
with a maturity greater than three months, but less than one year, at
the time of purchase are considered to be short-term investments. The
carrying amount of the investments approximates fair value due to their
short maturity. The Company maintains cash and cash equivalents and
short-term investments with certain financial institutions. The Company
performs periodic evaluations of the relative credit standing of those
financial institutions that are considered in the Company's investment
strategy.
INVENTORY - Inventory consists of handsets and related accessories.
Inventories purchased for resale are carried at the lower of cost or
market using the first-in first-out method. Market is determined using
replacement cost which is consistent with industry practices. The
Company also performs an analysis to identify obsolete or excess
handset inventory for models that are no longer manufactured or are
technologically obsolete and records a reserve, as appropriate.
RESTRICTED CASH - Restricted cash of $34,725 at December 31, 2002 was
held in escrow to secure payment on certain of the Company's debt
obligations. The escrow requirements were fulfilled during 2003 and the
remaining $1 in the consolidated balance sheet at December 31, 2003
will be used in connection with the first semi-annual interest payment
on senior notes in 2004.
PROPERTY AND EQUIPMENT - Property and equipment are reported at cost
less accumulated depreciation. Costs incurred to design and construct
the wireless network in a market are classified as construction in
progress. When the wireless network for a particular market is
completed and placed into service, the related costs begin to be
depreciated. Repair and maintenance costs are charged to expense as
incurred; significant renewals and betterments are capitalized. When
depreciable assets are retired or otherwise disposed of, the related
costs and accumulated depreciation are removed from the respective
accounts, and any gains or losses on disposition are recognized in
income. Property and equipment are depreciated using the straight-line
method based on estimated useful lives of the assets.
Asset lives are as follows:
Buildings 10 years
Network equipment 5-10 years
Vehicles 5 years
Furniture and office equipment 7-10 years
Leasehold improvements are depreciated over the shorter of the
remaining term of the lease or the estimated useful life of the
improvement.
F-8
ALAMOSA (DELAWARE), INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
Interest is capitalized in connection with the construction of the
wireless network. The capitalized interest is recorded as part of the
asset to which it relates and will be amortized over the asset's
estimated useful life. No interest costs were capitalized during 2003.
During 2002, approximately $265 in interest costs were capitalized.
During 2001, approximately $1,752 in interest costs were capitalized.
The remaining unamortized balance of capitalized interest was
approximately $1,807 as of December 31, 2003.
Microwave relocation includes costs and the related obligation incurred
to relocate incumbent microwave frequencies in the Company's service
area. Microwave relocation costs are amortized on a straight-line basis
over 20 years beginning upon commencement of services in respective
markets. The amortization of microwave relocation costs was
approximately $275, $287 and $231 for the years ended December 31,
2003, 2002 and 2001, respectively.
SOFTWARE COSTS - In accordance with Statement of Position ("SOP") 98-1,
"Accounting for Costs of Computer Software Developed or Obtained for
Internal Use," certain costs related to the development or purchase of
internal-use software are capitalized and amortized over the estimated
useful life of the software. During fiscal 2003, 2002 and 2001, the
Company capitalized approximately $16, $838 and $1,228, respectively,
in software costs under SOP 98-1, which are being amortized over a
five-year life. The Company amortized computer software costs of
approximately $749, $720 and $533 during 2003, 2002 and 2001,
respectively.
ADVERTISING COSTS - Advertising costs are expensed as incurred.
Advertising expenses totaled approximately $21,669, $26,574 and $25,857
during 2003, 2002 and 2001, respectively.
INCOME TAXES. - The Company presents income taxes pursuant to Statement
of Financial Accounting Standards ("SFAS") No. 109, "Accounting for
Income Taxes." SFAS No. 109 uses an asset and liability approach to
account for income taxes, wherein deferred taxes are provided for book
and tax basis differences for assets and liabilities. In the event
differences between the financial reporting basis and the tax basis of
the Company's assets and liabilities result in deferred tax assets, an
evaluation of the probability of being able to realize the future
benefits indicated by such assets is required. A valuation allowance is
provided for a portion or all of the deferred tax assets when there is
sufficient uncertainty regarding the Company's ability to recognize the
benefits of the assets in future years. See Note 13.
REVENUE RECOGNITION - The Company recognizes revenue as services are
performed. Sprint handles the Company's billings and collections and
retains 8% of billed service revenues from the Company's subscribers
and from non-Sprint wireless subscribers who roam onto the Company's
portion of the PCS network of Sprint. The amount retained by Sprint is
recorded in Cost of Service and Operations. Revenues generated from the
sale of handsets and accessories and from roaming services provided to
Sprint wireless customers who are not based in the Company's
territories are not subject to the 8% charge.
Prior to July 1, 2003, the Company deferred all customer activation fee
revenue and an equal amount of customer acquisition related expenses.
These deferred amounts were amortized over a three or one-year period
depending on the credit class of the respective customer, which
approximates the average life of that customer.
Effective July 1, 2003, the Company adopted the accounting provisions
of Emerging Issues Task Force ("EITF") Abstract No. 00-21, "Accounting
for Revenue Arrangements with Multiple Deliverables." Beginning July 1,
2003, the Company began to allocate amounts charged to customers at the
point of activation between the sale of handsets and other equipment
and the sale of wireless telecommunications services in those
transactions taking place in distribution channels that are directly
controlled by the Company. The amounts charged at the point of
activation typically consist of the activation fee and the retail price
of the equipment sold. This allocation resulted in approximately $1,642
in activation fees being allocated to the sale of handsets and other
equipment for the year ended December 31, 2003.
F-9
ALAMOSA (DELAWARE), INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
For the years ended December 31, 2003, 2002 and 2001, the Company
deferred $8,300, $11,846 and $11,544, respectively, of activation fee
revenue and customer acquisition related expense. Amortization of
deferred activation fee revenue and customer acquisition related
expense was $8,970, $7,920 and $2,315 for the years ended December 31,
2003, 2002 and 2001, respectively. At December 31, 2003, $5,605 of the
remaining deferral was classified as long-term.
Sprint and other PCS Affiliates of Sprint, pay the Company a roaming
fee for each minute that a Sprint wireless subscriber based outside of
the Company's territories roams on the Company's portion of the PCS
network of Sprint. Revenue from these services is recognized as the
services are performed. Similarly, the Company pays roaming fees to
Sprint and other PCS Affiliates of Sprint, when the Company's
subscribers roam on the PCS network of Sprint outside of the Company's
territories. These costs are recorded as a cost of service when
incurred.
Product revenues, consisting of proceeds from sales of handsets and
accessories, are recorded net of an allowance for sales returns. The
allowance is estimated based on Sprint's handset return policy that
allows customers to return handsets for a full refund within 14 days of
purchase. When handsets are returned to the Company, the Company may be
able to reissue the handsets to customers at little additional cost.
However, when handsets are returned to Sprint for refurbishing, the
Company will receive a credit from Sprint, which will be less than the
amount the Company originally paid for the handset. The cost of
products sold includes the total cost of accessories and handsets sold
through the Company's retail stores (including sales to local indirect
retailers). The cost of handsets generally exceeds the retail sales
price because the Company subsidizes the price of handsets for
competitive reasons. For handsets sold through national indirect
retailers (such as Radio Shack, Best Buy, etc.) and other channels
controlled by Sprint, the Company reimburses Sprint for the subsidy
incurred on such handsets activated within the Company's territory and
this cost is reflected in selling and marketing expenses.
GOODWILL AND INTANGIBLE ASSETS - Goodwill and other intangible assets
were recorded in connection with the acquisitions discussed in Note 4.
Identifiable intangibles consisted of the Sprint agreements and the
respective subscriber bases in place at the time of acquisition. The
intangible assets related to the Sprint agreements are being amortized
on a straight line basis over the remaining original term of the
underlying Sprint agreements or approximately 17.6 years. The
subscriber base intangible asset is being amortized on a straight line
basis over the estimated life of the acquired subscribers or
approximately 3 years.
The Company adopted the provisions of SFAS No. 142, "Goodwill and Other
Intangible Assets," on January 1, 2002. SFAS No. 142 primarily
addresses the accounting for goodwill and intangible assets subsequent
to their initial recognition. The provisions of SFAS No. 142 (i)
prohibit the amortization of goodwill and indefinite-lived intangible
assets, (ii) require that goodwill and indefinite-lived intangible
assets be tested annually for impairment (and in interim periods if
certain events occur indicating that the carrying value of goodwill and
indefinite-lived intangible assets may be impaired), (iii) require that
reporting units be identified for the purpose of assessing potential
future impairments of goodwill and (iv) remove the forty-year
limitation on the amortization period of intangible assets that have
finite lives. As of December 31, 2001, the Company had recorded $15.9
million in accumulated amortization of goodwill. Upon the adoption of
SFAS No. 142 the amortization of goodwill was discontinued. As
discussed in Note 8, in connection with the first annual impairment
testing of goodwill as of July 31, 2002 the Company recorded an
impairment charge of $291,635 which represented the entire carrying
value of goodwill at the time and the Company has no recorded goodwill
at December 31, 2003.
IMPAIRMENT OF LONG-LIVED ASSETS - If facts or circumstances indicate
the possibility of impairment of long-lived assets, including
intangibles, the Company will prepare a projection of future operating
cash flows, undiscounted and without interest. If based on this
projection, the Company does not expect to recover its carrying cost,
an impairment loss equal to the difference between the fair value of
the asset and its carrying value will be recognized in operating
income.
F-10
ALAMOSA (DELAWARE), INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
STOCK BASED COMPENSATION - The Company has elected to follow Accounting
Principles Board Opinion ("APB") No. 25, "Accounting for Stock Issued
to Employees" and related interpretations in accounting for its
employee stock options. The Company has implemented the disclosure-only
provisions of SFAS No. 123, "Accounting for Stock Based Compensation."
See Note 17.
For fixed stock options granted under these plans, the exercise price
of the option equals or exceeds the market value of Alamosa Holdings
common stock on the date of grant. Accordingly, the Company does not
record compensation expense for any of the fixed stock options granted.
For performance-based options, compensation expense was recognized over
the expected vesting period of the options and was adjusted for changes
in the number of options expected to vest and the market value of
Alamosa Holdings common stock. Compensation expense (credit) for the
performance-based options amounted to $0 in 2003, $0 in 2002, and
$(916) in 2001.
The following table illustrates the effects on net loss had the Company
applied the fair value recognition provisions of SFAS No. 123 to its
stock-based employee compensation plans:
YEAR ENDED DECEMBER 31,
----------------------------------------------------
2003 2002 2001
------------------ ---------------------------------
Net loss - as reported $ (83,292) $ (402,762) $ (147,423)
Add: stock-based employee
compensation included in
reported Net loss, net of
related tax -- -- (916)
Deduct: stock-based employee
compensation expense
determined under fair value
method, net of related tax
effects (8,067) (5,832) (5,639)
---------------- ---------------- ----------------
Net loss - pro forma $ (91,359) $ (408,594) $ (153,978)
================ ================ ================
The pro forma amounts presented above may not be representative of the
future effects on reported net loss, since the pro forma compensation
expense is allocated over the periods in which options become
exercisable, and new option awards may be granted each year.
USE OF ESTIMATES - The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets
and liabilities on the date of the financial statements and the
reported amounts of expenses during the period. The most significant of
such estimates include:
o Allowance for uncollectible accounts;
o Estimated customer life in terms of amortization of deferred
revenue and direct costs of acquisition;
o Likelihood of realizing benefits associated with temporary
differences giving rise to deferred tax assets; and
o Impairment of long-lived assets.
Actual results could differ from those estimates.
CONCENTRATION OF RISK - The Company maintains cash and cash equivalents
in accounts with financial institutions in excess of the amount insured
by the Federal Deposit Insurance Corporation. The Company monitors the
financial stability of these institutions regularly and management does
not believe there is significant credit risk associated with deposits
in excess of federally insured amounts.
The Company relies on Sprint to provide certain back-office functions
such as billing and customer care, activation of new subscribers,
handset logistics and technology development. Should Sprint be unable
to provide these services, the Company could be negatively impacted.
See Note 14.
F-11
ALAMOSA (DELAWARE), INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
DERIVATIVE FINANCIAL INSTRUMENTS - The Company enters into derivative
financial instruments for the purpose of hedging specific exposures as
part of its risk management program and holds all derivatives for
purposes other than trading. Historically, the Company's use of such
instruments has been limited to interest rate swaps and collars. The
Company currently uses hedge accounting as prescribed in SFAS No. 133
"Accounting for Derivative Instruments and Hedging Activities" with
respect to its interest rate swaps. As such, the fair values of these
arrangements are recorded in the consolidated balance sheet with
changes in fair value being reported as a component of other
comprehensive income.
The interest rate collar arrangement does not qualify for hedge
accounting under SFAS No. 133 and as such, the fair value of the
respective asset and liability is recorded in the consolidated balance
sheet with any change during the period being reflected in the
consolidated statement of operations.
RECLASSIFICATION - Certain reclassifications have been made to prior
year amounts to conform to the current year presentation. These
reclassifications had no effect on the results of operations or
stockholder's equity as previously reported.
EFFECTS OF RECENT ACCOUNTING PRONOUNCEMENTS - In June 2001, the
Financial Accounting Standards Board ("FASB") issued SFAS No. 143,
"Accounting for Asset Retirement Obligations." SFAS No. 143 requires
the fair value of a liability for an asset retirement obligation to be
recognized in the period that it is incurred if a reasonable estimate
of fair value can be made. The associated asset retirement costs are
capitalized as part of the carrying amount of the long-lived asset.
SFAS No. 143 is effective for fiscal years beginning after June 15,
2002. For the Company's leased telecommunication facilities, primarily
consisting of cell sites and switch site operating leases and operating
leases for retail and office space, the Company has adopted SFAS No.
143 as of January 1, 2003.
As previously disclosed, upon adoption of SFAS No. 143, the Company had
concluded that, for its leased telecommunications facilities, a
liability could not be reasonably estimated due to (1) the Company's
inability to reasonably assess the probability of the likelihood that a
lessor would enforce the remediation requirements upon expiration of
the lease term and therefore its impact on future cash outflows, (2)
the Company's inability to estimate a potential range of settlement
dates due to our ability to renew site leases after the initial lease
expiration and (3) the Company's limited experience in abandoning cell
site locations and actually incurring remediation costs.
It is the Company's understanding that further clarification has been
provided by the Securities and Exchange Commission regarding the
accounting for asset retirement obligations and specifically relating
to factors to consider in determining the estimated settlement dates
and the probability of enforcement of the remediation obligation. Based
on this information, the Company revised certain of the estimates used
in its original analysis and calculated an asset retirement obligation
for its leased telecommunication facilities. The Company determined
that the aforementioned asset retirement obligations did not have a
material impact on its consolidated results of operations, financial
position or cash flows and recorded the asset retirement obligations in
the third quarter of 2003.
An initial asset retirement obligation of $1,213 was recorded and
classified in other non-current liabilities and a corresponding
increase in property and equipment of $1,213 were recorded in the third
quarter of 2003 relating to obligations that existed upon the adoption
of SFAS No. 143. The Company incurred additional asset retirement
obligations during the year ended December 31, 2003 of $35 related to
new leases entered into during the year. Included in costs of services
and operations in the Company's statement of operations for the year
ended December 31, 2003 is a charge of $402 related to the cumulative
accretion of the asset retirement obligations as of the adoption of
SFAS No. 143 as well as an additional $163 in accretion recorded for
the year ended December 31, 2003. Included in depreciation and
amortization expenses in the Company's statement of operations for the
year ended December 31, 2003 is a charge of $364 related to the
cumulative depreciation of the related assets recorded at the time of
the adoption of SFAS No. 143 as well as an additional $123 in
depreciation recorded for the year ended December 31, 2003. For
purposes of determining the asset retirement obligations, the Company
has assigned a 100% probability of enforcement to the remediation
obligations
F-12
ALAMOSA (DELAWARE), INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
and has assumed an average settlement period of 20 years.
In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB
Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and
Technical Corrections as of April 2002," which rescinded or amended
various existing standards. One change addressed by this standard
pertains to treatment of extinguishments of debt as an extraordinary
item. SFAS No. 145 rescinds SFAS No. 4, "Reporting Gains and Losses
from Extinguishment of Debt" and states that an extinguishment of debt
cannot be classified as an extraordinary item unless it meets the
unusual or infrequent criteria outlined in Accounting Principles Board
Opinion No. 30 "Reporting the Results of Operations -- Reporting the
Effects of Disposal of a Segment of a Business, and Extraordinary,
Unusual and Infrequently Occurring Events and Transactions." The
provisions of this statement are effective for fiscal years beginning
after May 15, 2002 and extinguishments of debt that were previously
classified as an extraordinary item in prior periods that do not meet
the criteria in Opinion 30 for classification as an extraordinary item
shall be reclassified. The adoption of SFAS No. 145 in the quarter
ending March 31, 2003 has resulted in a reclassification of the loss on
extinguishment of debt that the Company previously reported as an
extraordinary item for the year ended December 31, 2001.
In June 2002, the FASB issued SFAS No. 146 "Accounting for Costs
Associated with Exit or Disposal Activities," which requires companies
to recognize costs associated with exit or disposal activities when
they are incurred rather than at the date of a commitment to an exit or
disposal plan. The provisions of this statement are effective for exit
or disposal activities initiated after December 31, 2002 and the
adoption of this statement did not have a material impact on the
Company's results of operations, financial position or cash flows.
In December 2002, the FASB issued SFAS No. 148 "Accounting for
Stock-Based Compensation-Transition and Disclosure," which is an
amendment of SFAS No. 123 "Accounting for Stock-Based Compensation."
This statement provides alternative methods of transition for a
voluntary change to the fair value based method of accounting for
stock-based employee compensation. In addition, this statement amends
the disclosure requirements of SFAS No. 123 to require 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 this
statement are effective for fiscal years ending after and interim
periods beginning after December 15, 2002. As the Company continues to
account for stock-based employee compensation using the intrinsic value
method under APB Opinion No. 25, the Company, as required, has only
adopted the revised disclosure requirements of SFAS No. 148 as of
December 31, 2002. (See Stock-Based Compensation section of this note.)
In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement
133 on Derivative Instruments and Hedging Activities," which amends and
clarifies financial accounting and reporting for derivative
instruments, including certain derivative instruments embedded in other
contracts and for hedging activities under SFAS No. 133, "Accounting
for Derivative Instruments and Hedging Activities." This statement is
effective for contracts entered into or modified after June 30, 2003
and for hedging relationships designated after June 30, 2003 and did
not have a material impact on the Company's results of operations,
financial position or cash flows.
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and
Equity." This statement requires that an issuer classify a financial
instrument that is within its scope as a liability (or an asset in some
circumstances) and is effective for financial instruments entered into
or modified after May 31, 2003, and otherwise is effective at the
beginning of the first interim period beginning after June 15, 2003,
except for mandatorily redeemable financial instruments of nonpublic
entities. The adoption of this statement did not have a material impact
on the Company's results of operations, financial position or cash
flows.
The EITF issued EITF Abstract No. 00-21 "Accounting for Revenue
Arrangements with Multiple Deliverables" in May 2003. This Abstract
addresses certain aspects of the accounting by a vendor for
arrangements under which it will perform multiple revenue-generating
activities. Specifically, it addresses how consideration should be
measured and allocated to the separate units of accounting in the
arrangement. The guidance in this Abstract became effective for revenue
arrangements entered into in fiscal periods beginning after June 15,
2003 and the Company has adopted the provisions of this abstract as of
July 1, 2003 as discussed previously in this note.
F-13
ALAMOSA (DELAWARE), INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
The Company has elected to apply the accounting provisions of this
abstract on a prospective basis beginning July 1, 2003. Prior to the
adoption of the provisions of this abstract the Company had deferred
all activation fee revenue as well as activation costs in a like amount
and amortized these revenues and costs over the average life of the
Company's subscribers. The existing deferred revenue and costs at July
1, 2003 will continue to be amortized along with that portion of
activation fees generated by customers outside of distribution channels
controlled by the Company. The adoption of the accounting provisions of
this abstract did not have a material impact on the Company's results
of operations, financial position or cash flows.
In November 2002, the FASB issued FASB Interpretation No. 45 ("FIN
45"), "Guarantor's Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others."
FIN 45 requires that upon issuance of a guarantee, a guarantor must
recognize a liability for the fair value of an obligation assumed under
a guarantee. FIN 45 also requires additional disclosures by a guarantor
in its interim and annual financial statements about the obligations
associated with guarantees issued. The recognition provisions of FIN 45
are effective for guarantees issued after December 31, 2002, while the
disclosure requirements were effective for financial statements for
periods ending after December 15, 2002. At December 31, 2003, the
Company had not entered into any material arrangement that would be
subject to the disclosure requirements of FIN 45. The Company adoption
of FIN 45 did not have a material impact on the Company's consolidated
financial statements.
In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN 46"
or the "Interpretation"), "Consolidation of Variable Interest Entities,
an interpretation of ARB 51." The primary objectives of FIN 46 are to
provide guidance on the identification of entities for which control is
achieved through means other than through voting rights ("variable
interest entities" or "VIEs") and how to determine when and which
business enterprise should consolidate the VIE (the "primary
beneficiary"). This new model for consolidation applies to an entity
which either (1) the equity investors (if any) do not have a
controlling financial interest or (2) the equity investment at risk is
insufficient to finance that entity's activities without receiving
additional subordinated financial support from other parties. In
addition, FIN 46 requires that both the primary beneficiary and all
other enterprises with a significant variable interest in a VIE make
additional disclosures. In December 2003, the FASB completed
deliberations of proposed modifications to FIN 46 ("Revised
Interpretations") resulting in multiple effective dates based on the
nature as well as the creation date of the VIE. For VIEs created prior
to January 1, 2004, the Revised Interpretations must be applied no
later than the quarter ended March 31, 2004. The Revised
Interpretations must be applied to all VIEs created after January 1,
2004. Because the Company does not believe that it has affiliations
with any VIEs, this standard will not have a material impact on the
Company's consolidated financial statements.
4. MERGERS AND ACQUISITIONS
The Company completed the acquisitions of three PCS affiliates of
Sprint during the first quarter of 2001. On February 14, 2001, the
Company completed its acquisitions of Roberts Wireless Communications,
L.L.C. ("Roberts") and Washington Oregon Wireless, LLC ("WOW"). On
March 30, 2001, the Company completed its acquisition of Southwest PCS
Holdings, Inc. ("Southwest"). Each of these transactions was accounted
for under the purchase method of accounting and the results of the
acquired companies are included in these consolidated financial
statements from the date of acquisition.
The merger consideration in the Roberts acquisition consisted of 13.5
million shares of the Company's common stock and approximately $4.0
million in cash. The Company also assumed the net debt of Roberts in
the transaction, which amounted to approximately $57 million as of
February 14, 2001.
The merger consideration in the WOW acquisition consisted of 6.05
million shares of the Company's common stock and approximately $12.5
million in cash. The Company also assumed the net debt of WOW in the
transaction, which amounted to approximately $31 million as of February
14, 2001.
F-14
ALAMOSA (DELAWARE), INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
The merger consideration in the Southwest acquisition consisted of 11.1
million shares of the Company's common stock and approximately $5.0
million in cash. The Company also assumed the net debt of Southwest in
the transaction, which amounted to approximately $81 million as of
March 30, 2001.
The Company obtained independent valuations of Roberts, WOW and
Southwest to allocate the purchase price. The results of the
allocations were as follows:
ROBERTS WOW SOUTHWEST T TOTAL
----------- ------- --------------- ---------
Consideration:
Common stock issued $ 291,060 $ 130,438 $ 123,543 $ 545,041
Stock options granted 1,134 -- -- 1,134
Cash (including merger related costs) 8,940 15,962 12,715 37,617
---------- --------- ------------ -----------
Total 301,134 146,400 136,258 583,792
---------- --------- ------------ -----------
Allocated to:
Current assets 4,545 1,969 5,923 12,437
Property, plant and equipment 53,506 35,732 36,722 125,960
Intangible assets (other than goodwill) 258,300 116,400 187,000 561,700
Liabilities acquired (including deferred taxes) (185,452) (85,433) (152,955) (423,840)
---------- --------- ------------ -----------
Goodwill $ 170,235 $ 77,732 $ 59,568 $ 307,535
========== ========= ============ ==========
The unaudited pro forma condensed consolidated statements of operations
for the year ended December 31, 2001 set forth below, presents the
results of operations as if the acquisitions had occurred at the
beginning of the period and are not necessarily indicative of future
results or actual results that would have been achieved had these
acquisitions occurred as of the beginning of the period.
FOR THE YEAR ENDED
DECEMBER 31,
--------------------
2001
--------------------
(unaudited)
Total revenues $ 376,061
====================
Loss before income tax benefit $ (251,600)
Income tax benefit 88,258
--------------------
Net loss $ (163,342)
====================
5. ACCOUNTS RECEIVABLE
CUSTOMER ACCOUNTS RECEIVABLE - Customer accounts receivable represent
amounts owed to the Company by subscribers for PCS service. The amounts
presented in the consolidated balance sheets are net of an allowance
for uncollectible accounts of $6.0 million and $8.5 million at December
31, 2003 and 2002, respectively.
F-15
ALAMOSA (DELAWARE), INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
RECEIVABLE FROM SPRINT - Receivable from Sprint in the accompanying
consolidated balance sheets consists of the following:
DECEMBER 31,
------------------------------------
2003 2002
---------------- -------------
Net roaming receivable $ 8,589 $ 5,808
Access and interconnect revenue receivable (payable) (15) (188)
Accrued service revenue 2,584 3,345
Customer payments due from Sprint -- 21,136
Service fee refund 6,418 2,475
Other amounts due from Sprint 889 --
------------ ------------
$ 18,465 $ 32,576
============ ============
Net roaming receivable includes net travel revenue due from Sprint
related to PCS subscribers based outside of the Company's licensed
territory who utilize the Company's portion of the PCS network of
Sprint. The travel revenue receivable is net of amounts owed to Sprint
related to the Company's subscribers who utilize the PCS network of
Sprint outside of the Company's licensed territory. In addition, net
roaming receivable also includes amounts due from Sprint which have
been collected from other PCS providers for their customers' usage of
the Company's portion of the PCS network of Sprint.
Access and interconnect revenue receivable (payable) represents net
amounts due from Sprint for calls originated by a local exchange
carrier ("LEC") or an interexchange carrier ("IXC") that terminate on
the Company's network. Under the Company's affiliation agreements with
Sprint, Sprint collects this revenue from other carriers and remits 92%
of those collections to the Company. The $15 and $188 amounts owed to
Sprint at December 31, 2003 and 2002, respectively, are the result of
rate adjustments on previously collected amounts.
On July 3, 2002, the Federal Communications Commission issued a ruling
on a dispute between AT&T, as an IXC, and Sprint. This ruling addressed
wireless carrier's ability to charge terminating access fees to the IXC
for calls terminated on a wireless network indicating that such fees
could be assessed; however the IXC would only be obligated to pay such
fees if a contract was in place providing for the payment of access
charges. As a result of this ruling, Sprint has requested that the
Company refund approximately $5.6 million in amounts that had been
previously paid to the Company by Sprint related to terminating access
fees. The Company paid approximately $1.4 million of this amount to
Sprint in November 2003 in connection with the amendments to the Sprint
agreements entered into related to the debt exchange discussed in Note
11. Although the Company has contested the refund of the remaining
amount, a liability has been recorded in the consolidated financial
statements as of December 31, 2003.
Accrued service revenue receivable represents the Company's estimate of
airtime usage charges that have been earned but not billed at the end
of the period.
Customer payments due from Sprint at December 31, 2002 relate to
amounts that had been collected by Sprint at the end of the period
which were not remitted to the Company until the subsequent period.
Prior to the execution of the amendments to the Company's agreements
with Sprint in November 2003 as discussed in Note 16, customer payments
were processed daily by Sprint and the Company received its share of
such collections on a weekly basis under the terms of the affiliation
agreements.
Included in the December 31, 2002 balance of customer payments due from
Sprint was $12,209 in amounts that were received by the Company
subsequent to year end related to payments that Sprint had collected
from customers from April 2000 to December 2002 that had not been
passed on to the Company due to the methodology that had been
previously used by Sprint to allocate cash received from customers.
F-16
ALAMOSA (DELAWARE), INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
Service fee refund due from Sprint at December 31, 2003 and 2002
related to a refund of fees paid to Sprint for services such as billing
and customer care. Under the previous agreements with Sprint, these
fees were determined at the beginning of each year based on estimated
costs and were adjusted based on actual costs incurred by Sprint in
providing the respective services. This process changed effective
December 1, 2003 under the new agreements with Sprint as discussed in
Note 14.
Other amounts due from Sprint at December 31, 2003 related to amounts
owed to the Company for the Company's portion of enhanced 911 charges
billed to customers and the Company's portion of certain revenue from
resellers of Sprint PCS products and services.
6. PROPERTY AND EQUIPMENT
Property and equipment consist of the following:
DECEMBER 31,
-------------------------------
2003 2002
------------- -----------
Land and buildings $ 12,131 $ 12,086
Network equipment 572,058 535,672
Vehicles 1,835 1,756
Furniture and office equipment 18,118 18,062
------------- -----------
604,142 567,576
Accumulated depreciation (187,032) (122,060)
------------- -----------
Subtotal 417,110 445,516
------------- -----------
Microwave relocation costs 5,713 5,773
Accumulated amortization (1,074) (792)
------------- -----------
Subtotal 4,639 4,981
------------- -----------
Construction in progress:
Network equipment 11,338 7,673
Leasehold improvements 1,753 776
------------- -----------
Subtotal 13,091 8,449
------------- -----------
Total $ 434,840 $ 458,946
============= ===========
During the year ended December 31, 2003 and 2002, the Company recorded
$2,243 and $1,194, respectively, in impairments of property and
equipment. Impairments in 2003 were primarily related to the
abandonment of certain network equipment that had become
technologically obsolete. Impairments in 2002 were primarily related to
the abandonment of a switching facility.
F-17
ALAMOSA (DELAWARE), INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
7. DEBT ISSUANCE COSTS
The Company defers direct costs associated with the issuance of long
term debt as well as the execution of amendments to loan agreements.
These costs are charged to interest expense over the life of the
related debt using the effective interest method. The following table
summarizes the activity with respect to debt issuance costs for the
years ended December 31, 2003, 2002 and 2001.
FOR THE YEAR ENDED DECEMBER 31,
------------------------------------------------
2003 2002 2001
---------- ---------- -----------
Balance January 1 $ 33,351 $ 36,654 $ 13,108
Costs deferred 2,329 1,351 32,457
Amount charged to interest expense (4,599) (4,654) (3,439)
Costs charged in debt extinguishments (17,949) -- (5,472)
Troubled debt restructuring 1,234 -- --
---------- ---------- ----------
Balance December 31 $ 14,366 $ 33,351 $ 36,654
========== ========== ==========
The costs charged in debt extinguishments in 2003 relate to the portion
of deferred loan costs attributable to notes that were tendered in
connection with the November 2003 debt exchange discussed in Note 11.
This amount was considered in determining the net excess of fair value
given to noteholders over the carrying value of debt exchanged
(including deferred loan costs) which represents the $1,234 identified
as troubled debt restructuring in the above table.
The costs charged in debt extinguishments in 2001 relate to net
deferred loan costs associated with a previous credit facility that
were charged to expense upon the early termination of that facility in
2001.
8. GOODWILL AND INTANGIBLE ASSETS
In connection with the acquisitions completed during 2001 discussed in
Note 4, the Company allocated portions of the respective purchase
prices to identifiable intangible assets consisting of (i) the value of
the Sprint agreements in place at the acquired companies and (ii) the
value of the subscriber base in place at the acquired companies. In
addition to the identifiable intangibles, goodwill was recorded in the
amount by which the purchase price exceeded the fair value of the net
assets acquired including identified intangibles.
The value assigned to the Sprint agreements is being amortized using
the straight-line method over the remaining original terms of the
agreements that were in place at the time of acquisition or
approximately 17.6 years. The value assigned to the subscriber bases
acquired is being amortized using the straight-line method over the
estimated life of the acquired subscribers or approximately 3 years.
The Company adopted the provisions of SFAS No. 142, "Goodwill and Other
Intangible Assets," on January 1, 2002. SFAS No. 142 primarily
addresses the accounting for goodwill and intangible assets subsequent
to their initial recognition. The provisions of SFAS No. 142 (i)
prohibit the amortization of goodwill and indefinite-lived intangible
assets, (ii) require that goodwill and indefinite-lived intangible
assets be tested annually for impairment (and in interim periods if
certain events occur indicating that the carrying value may be
impaired), (iii) require that reporting units be identified for the
purpose of assessing potential future impairments of goodwill and (iv)
remove the forty year limitation on the amortization period of
intangible assets that have finite lives. As of December 31, 2001, the
Company had recorded $15.9 million in accumulated amortization of
goodwill. Upon the adoption of SFAS No. 142 the amortization of
goodwill was discontinued. A purchase price allocation adjustment of
$1,718 was recorded in the first quarter of 2002 which reduced goodwill
by that amount.
SFAS No. 142 requires that goodwill and indefinite-lived intangible
assets be tested annually for impairment using a two-step process. The
first step is to identify a potential impairment by comparing the fair
value of reporting units to their carrying value and, upon adoption,
must be measured as of the beginning of the fiscal year. As of January
1, 2002, the results of the first step indicated no potential
impairment of the Company's
F-18
ALAMOSA (DELAWARE), INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
goodwill. The Company will perform this assessment annually and the
first such assessment was done as of July 31, 2002.
The annual assessment as of July 31, 2002 was performed with the
assistance of a nationally recognized appraisal firm. In performing the
evaluation, the appraisal firm used information from various sources
including, but not limited to, current stock price, transactions
involving similar companies, the business plan prepared by management
and current and past operating results of the Company. The appraisal
firm used a combination of the guideline transaction approach, the
discounted cash flow approach and the public price approach to
determine the fair value of the Company which had been determined to be
the single reporting unit. The guideline transaction approach used a
sample of recent wireless service provider transactions to determine an
average price per POP and price per customer. The discounted cash flow
approach used the projected discounted future cash flows and residual
values of the Company to determine the indicated value of invested
capital. The public price approach was based on the market price for
Alamosa Holdings publicly traded equity securities along with an
estimated premium for control. This was combined with the carrying
value of the Company's debt securities to arrive at the indicated value
of invested capital. The results of this valuation indicated that the
fair value of the reporting unit was less than the carrying amount.
Based on the indicated impairment resulting from this valuation, the
Company proceeded to the second step of the annual impairment testing
which involves allocating the fair value of the reporting unit to its
identifiable assets and liabilities as if the reporting unit had been
acquired in a business combination where the purchase price is
considered to be the fair value of the reporting unit. Any unallocated
purchase price is considered to be the implied fair value of goodwill.
The second step of this impairment test indicated that goodwill had no
value and an impairment charge of $291,635 was recorded in the third
quarter of 2002. This impairment charge is included as a separate line
item in the consolidated statements of operations for the year ended
December 31, 2002.
The impairment of goodwill discussed above was deemed to be a
"triggering event" requiring impairment testing of the Company's other
long-lived assets, including intangibles, under SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets." In
performing this test, assets are grouped according to identifiable cash
flow streams and the undiscounted cash flow over the life of the asset
group is compared to the carrying value of the asset group. No
additional impairment was recorded as a result of this test.
The trends in the wireless telecommunications industry that drove the
Company's decision to launch an exchange offer for its publicly traded
debt in 2003 as discussed in Note 11 were deemed to be a "triggering
event" again requiring impairment testing of the Company's other
long-lived assets, including intangibles. No impairment was recorded as
a result of this test.
Goodwill and intangible assets consist of:
DECEMBER 31, 2003 DECEMBER 31, 2002
----------------- -----------------
Goodwill $ -- $ --
========== ==========
Intangible assets:
Sprint affiliation and other agreements $ 532,200 $ 532,200
Accumulated amortization (85,692) (55,458)
---------- ----------
Subtotal 446,508 476,742
---------- ----------
Subscriber base acquired 29,500 29,500
Accumulated amortization (27,654) (17,821)
---------- ----------
Subtotal 1,846 11,679
---------- ----------
Intangible assets, net $ 448,354 $ 488,421
========== ==========
F-19
ALAMOSA (DELAWARE), INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
Amortization expense related to intangible assets was $40,067, $40,419
and $32,860 for the years ended December 31, 2003, 2002 and 2001,
respectively.
Aggregate amortization expense relative to intangible assets for the
periods shown will be as follows:
YEAR ENDED DECEMBER 31,
-----------------------
2004 $ 32,079
2005 30,234
2006 30,234
2007 30,234
2008 30,234
Thereafter 295,339
----------
$ 448,354
==========
The following tables present net loss as if the provisions of SFAS No.
142 had been adopted January 1, 2001:
FOR THE YEAR ENDED DECEMBER 31,
------------------------------------------------
2003 2002 2001
---------- ---------- -----------
Reported net loss $ (83,292) $ (402,762) $ (147,423)
Add back: goodwill amortization -- -- 15,899
---------- ---------- ----------
Adjusted net loss $ (83,292) $ (402,762) $ (131,524)
========== ========== ==========
9. LEASES
OPERATING LEASES - The Company has various operating leases, primarily
related to rentals of tower sites and offices. These leases range from
5 to 10 years in length and generally provide for annual rent
escalation based on pre-determined amounts or percentages. The
estimated increases in rent are being recognized over the term of the
leases using the straight-line method. Rental expense was $33,358,
$33,520 and $26,548 for 2003, 2002 and 2001, respectively. At December
31, 2003, the aggregate minimum rental commitments under noncancelable
operating leases for the periods shown are as follows:
YEARS:
2004 $ 30,952
2005 31,103
2006 31,835
2007 32,426
2008 32,396
Thereafter 63,868
----------
Total $ 222,580
==========
F-20
ALAMOSA (DELAWARE), INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
CAPITAL LEASES - Capital leases consist of leases for rental of retail
space and switch usage. The net present value of the leases was $1,293
and $2,419 at December 31, 2003 and 2002, respectively, and was
included in property and equipment. Accumulated amortization recorded
under these leases was $812 and $570 at December 31, 2003 and 2002,
respectively. At December 31, 2003 the future payments under capital
lease obligations, less imputed interest, are as follows:
YEARS:
2004 $ 596
2005 170
2006 150
2007 144
2008 145
Thereafter 599
--------------
Total minimum lease payments 1,804
Less: imputed interest (511)
---------------
Present value of minimum lease payments 1,293
Less: current installments (481)
--------------
Long-term capital lease obligations at December 31, 2003 $ 812
==============
ASSET RETIREMENT OBLIGATIONS - For the Company's leased
telecommunications facilities, primarily consisting of cell sites and
switch site operating leases and operating leases for retail and office
space, the Company has adopted SFAS No. 143, "Accounting for Asset
Retirement Obligations," as of January 1, 2003. The obligations
associated with the Company's operating leases primarily relate to the
restoration of the leased sites to specified conditions described in
the respective lease agreements. For purposes of determining the
amounts recorded as asset retirement obligations associated with the
respective leases, the Company has estimated the costs by type of lease
to be incurred upon the termination of the lease for restoration costs,
as adjusted for expected inflation. These costs have been discounted
back to the origination of the lease using an appropriate discount rate
to determine the amount of obligation to be recorded upon the inception
of the lease. The liability is accreted up to the expected settlement
amount over the life of the lease using the effective interest method.
A corresponding asset is recorded at the inception of the lease in the
same amount as the asset retirement obligation. This asset is
depreciated using the same method and life of similar network assets or
leasehold improvements. Upon the adoption of SFAS No. 143 on January 1,
2003, the accretion of asset retirement obligations through December
31, 2002 was recorded in the amount of $402. Additionally, the
accumulated depreciation of the related assets of $364 was recorded at
that time.
The following table illustrates the activity with respect to asset
retirement obligations for the year ended December 31, 2003:
FOR THE YEAR ENDED
DECEMBER 31,
2003
--------------------
Balance January 1 $ --
Initial liability recorded upon adoption of SFAS No. 143 1,213
Accumulated accretion recorded upon adoption of SFAS No. 143 402
Initial obligation recorded during the year 35
Obligations settled during the year --
Accretion of obligation during the year 163
Impact of revision in estimates --
------------------
Balance December 31 $ 1,813
==================
F-21
ALAMOSA (DELAWARE), INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
10. LONG-TERM DEBT
Long-term debt consists of the following:
DECEMBER 31,
------------------------
2003 2002
--------- ---------
SENIOR NOTES:
12 7/8% Senior Discount Notes, net of discount $ 5,556 $ 268,862
12% Senior Discount Notes, net of discount 193,995 --
12 1/2% Senior Notes 11,600 250,000
13 5/8% Senior Notes 2,475 150,000
11% Senior Notes 250,798 --
--------- ---------
Total Senior Notes 464,424 668,862
SENIOR SECURED CREDIT FACILITY 200,000 200,000
--------- ---------
TOTAL DEBT 664,424 868,862
Less current maturities -- --
--------- ---------
LONG TERM DEBT, EXCLUDING CURRENT MATURITIES $ 664,424 $ 868,862
========= =========
SENIOR NOTES
------------
12 7/8% SENIOR DISCOUNT NOTES - The 12 7/8% Senior Discount Notes were
issued in December 1999, mature February 15, 2010, carry a coupon rate
of 12 7/8% and provide for interest deferral through February 15, 2005.
The 12 7/8% Senior Discount Notes will accrete to their $6,389 face
amount by February 8, 2005, after which, interest will be paid in cash
semiannually.
12% SENIOR DISCOUNT NOTES - The 12% Senior Discount Notes were issued
in November 2003 in connection with the debt exchange discussed in Note
11. The 12% Senior Discount Notes mature July 31, 2009, carry a coupon
rate of 12% and provide for interest deferral through July 31, 2005.
The 12% Senior Discount Notes will accrete to their $233 million face
amount by July 31, 2005, after which, interest will be paid in cash
semiannually.
12 1/2% SENIOR NOTES - The 12 1/2% Senior Notes were issued in January
2001, mature February 1, 2011 and carry a coupon rate of 12 1/2%,
payable semiannually on February 1 and August 1.
Approximately $59.0 million of the proceeds of the 12 1/2% Senior Notes
Offering were used by Alamosa (Delaware) to establish a security
account (with cash or U.S. government securities) to secure on a pro
rata basis the payment obligations under the 12 1/2% Senior Notes and
the 12 7/8% Senior Discount Notes. As of December 31, 2003, all of the
escrowed proceeds had been used in connection with payment of cash
interest.
13 5/8% SENIOR NOTES -The 13 5/8% Senior Notes were issued in August
2001, mature August 15, 2011 and carry a coupon rate of 13 5/8% payable
semiannually on February 15 and August 15. Approximately $39.1 million
of the proceeds of the 13 5/8% Senior Notes were used by Alamosa
(Delaware) to establish a security account to secure on a pro rata
basis the payment obligations under all of the Company's unsecured
borrowings. As of December 31, 2003, all of the escrowed proceeds had
been used in connection with payment of cash interest.
11% SENIOR NOTES - The 11% Senior Notes were issued in November 2003 in
connection with the debt exchange discussed in Note 11. The 11% Senior
Notes mature July 31, 2010 and carry a coupon rate of 11%, payable
semiannually on January 31 and July 31.
F-22
ALAMOSA (DELAWARE), INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
Significant terms of the senior notes include:
o RANKING - The senior unsecured obligations of Alamosa (Delaware)
are equal in right of payment to all future senior debt of Alamosa
(Delaware) and senior in right of payment to all future
subordinated debt of Alamosa (Delaware).
o GUARANTEES - The senior unsecured obligations will rank equally
with all existing and future senior debt and senior to all
existing and future subordinated debt. The obligations are fully
and unconditionally, jointly and severally guaranteed on a senior
subordinated, unsecured basis, by all the existing and any future
restricted subsidiaries of Alamosa (Delaware) with the exception
of Alamosa Delaware Operations, LLC, a wholly owned subsidiary of
Alamosa (Delaware). Additionally, the 12 7/8% Senior Discount
Notes, the 12 1/2% Senior Notes and the 13 5/8% Senior Notes are
also guaranteed by Alamosa Holdings. The financial statements of
Alamosa Holdings, Inc. and financial information related to its
guarantor subsidiaries are included in Alamosa Holdings' Form
10-K.
o OPTIONAL REDEMPTION - The Company may use net proceeds of an
equity offering by Alamosa Holdings to redeem up to 35% of the
accreted value of the senior notes through the dates and at the
redemption prices below.
OPTION THROUGH REDEMPTION PRICE
---------------- ----------------
12% Senior Discount Notes July 31, 2006 112.000%
12 1/2% Senior Notes January 31, 2004 112.500%
13 5/8% Senior Notes August 15, 2004 113.625%
11% Senior Notes July 31, 2007 111.000%
Additionally, the senior unsecured obligations contain call
options as follows:
REDEMPTION PRICE
---------------------------------------------------------------------------------------------
12 7/8% SENIOR 12% SENIOR 12 1/2% SENIOR 13 5/8% SENIOR
DISCOUNT NOTES DISCOUNT NOTES NOTES NOTES 11% SENIOR NOTES
---------------- ---------------- --------------------- ---------------- --------------------
YEAR ENDING YEAR ENDING YEAR ENDING JANUARY YEAR ENDING YEAR ENDING JULY
FEBRUARY 15, JULY 31, 31, AUGUST 15, 31,
---------------- ---------------- --------------------- ---------------- --------------------
2006 106.438% 106.000% N/A N/A N/A
2007 104.292% 103.000% 106.250% 106.813% 105.500%
2008 102.146% 101.500% 104.167% 104.542% 102.750%
2009 100.000% 100.000% 102.083% 102.271% 101.375%
Thereafter 100.000% 100.000% 100.000% 100.000% 100.000%
o CHANGE OF CONTROL - Upon a change of control as defined by the
respective offerings, the Company will be required to make an
offer to purchase the notes at a price equal to 101% of the
accreted value for the 12 7/8% Senior Discount Notes and 12%
Senior Discount Notes and 101% of the face amount for the 12 1/2%
Senior Notes, 13 5/8% Senior Notes and 11% Senior Notes.
o RESTRICTIVE COVENANTS - The indentures governing the 12% senior
discount notes and the 11% senior notes contain covenants that,
among other things and subject to important exceptions, limit our
ability and the ability of our subsidiaries to incur additional
debt, issue preferred stock, pay dividends, redeem capital stock
or make other restricted payments or investments as defined by the
indentures, create liens on assets, merge, consolidate or dispose
of assets, or enter into transactions with affiliates and change
lines of business. The indentures contain cross-default provisions
relative to other material indebtedness. The indentures governing
the 12 7/8% senior discount notes, the 12 1/2% senior notes and
the 11 5/8% senior notes, contain no covenant protection with the
exception of the restriction on asset sales.
F-23
ALAMOSA (DELAWARE), INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
o SECURITY AGREEMENT - Concurrently with the closing of the 12 1/2%
Senior Notes, Alamosa (Delaware) deposited $59.0 million with the
collateral agent, to secure on a pro rata basis the payment
obligations of Alamosa (Delaware) under the 12 1/2% Senior Notes
and the 12 7/8% Senior Discount Notes. The amount deposited in the
security account, together with the proceeds from the investment
thereof, will be sufficient to pay when due the first four
interest payments on the 12 1/2% Senior Notes. Funds will be
released from the security account to make interest payments on
the 12 1/2% Senior Notes or the 12 7/8% Senior Discount Notes as
they become due, so long as there does not exist an event of
default with respect to the 12 1/2% Senior Notes or the 12 7/8%
Senior Discount Notes. Approximately $39.1 million of the proceeds
of the 13 5/8% Notes Offering were similarly used to establish a
security account to secure on a pro rata basis the payment
obligations under the 13 5/8% Senior Notes, the 12 1/2% Senior
Notes and the 12 7/8% Senior Discount Notes. As of December 31,
2003, all of these escrowed funds had been used for interest
payments.
SENIOR SECURED OBLIGATIONS
--------------------------
SENIOR SECURED CREDIT FACILITY - On February 14, 2001, the Company,
Alamosa Holdings and Alamosa Holdings, LLC, as borrower, entered into a
$280 million senior secured credit facility (the "Senior Secured Credit
Facility") with Citicorp USA, as administrative agent, and collateral
agent, Toronto Dominion (Texas), Inc., as syndication agent; EDC as
co-documentation agent; First Union National Bank, as documentation
agent, and a syndicate of banking and financial institutions. On March
30, 2001, the Senior Secured Credit Facility was amended to increase
the facility to $333 million in relation to the acquisition of
Southwest. The Senior Secured Credit Facility was again amended in
August 2001 to reduce the maximum borrowing to $225 million consisting
of a 7-year senior secured 12-month delayed draw term loan facility of
$200 million and a 7-year senior secured revolving credit facility in
an aggregate principal amount of up to $25 million.
On September 26, 2002, the Company further amended the Senior Secured
Credit Facility, to among other things, modify certain financial and
statistical covenants. Under the Senior Secured Credit Facility,
interest will accrue, at Alamosa Holdings, LLC's option: (i) at the
London Interbank Offered Rate adjusted for any statutory reserves
("LIBOR"), or (ii) the base rate which is generally the higher of the
administrative agent's base rate, the federal funds effective rate plus
0.50% or the administrative agent's base CD rate plus 0.50%, in each
case plus an interest margin which was initially 4.00% for LIBOR
borrowings and 3.00% for base rate borrowings. In connection with the
September 26, 2002 amendment, the initial margin was increased to 4.25%
for LIBOR borrowings and 3.25% for base rate borrowings. The applicable
interest margins are subject to reductions under a pricing grid based
on ratios of Alamosa Holdings, LLC's total debt to its earnings before
interest, taxes, depreciation and amortization ("EBITDA"). The interest
rate margins will increase by an additional 200 basis points in the
event Alamosa Holdings, LLC fails to pay principal, interest or other
amounts as they become due and payable under the Senior Secured Credit
Facility. At December 31, 2003 the interest margin was 4.00% for LIBOR
borrowings and 3.00% for base rate borrowings.
The weighted average interest rate on the outstanding borrowings under
this facility at December 31, 2003 was 4.69%. Alamosa Holdings, LLC is
also required to pay quarterly in arrears a commitment fee on the
unfunded portion of the commitment of each lender. The commitment fee
accrues at a rate per annum equal to (i) 1.50% on each day when the
utilization (determined by dividing the total amount of loans plus
outstanding letters of credit under the Senior Secured Credit Facility
by the total commitment amount under the Senior Secured Credit
Facility) of the Senior Secured Credit Facility is less than or equal
to 33.33%, (ii) 1.25% on each day when utilization is greater than
33.33% but less than or equal to 66.66% and (iii) 1.00% on each day
when utilization is greater than 66.66%. The Company has entered into
derivative hedging instruments to hedge a portion of the interest rate
risk associated with borrowings under the Senior Secured Credit
Facility as discussed in Note 20.
Alamosa Holdings, LLC is also required to pay a separate annual
administration fee and a fee on the aggregate face amount of
outstanding letters of credit, if any, under the revolving credit
facility.
F-24
ALAMOSA (DELAWARE), INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
As of December 31, 2003, Alamosa Holdings, LLC had drawn $200 million
under the term portion of the Senior Secured Credit Facility. Any
amount outstanding at the end of the 12-month period will amortize
quarterly beginning May 14, 2004. The September 26, 2002 amendment
placed restrictions on the ability to draw the $25 million revolving
portion. The first $10 million can be drawn if cash balances fall below
$15 million and the Company substantiates through tangible evidence the
need for such advances. The remaining $15 million is available only at
such time as the leverage ratio is less than or equal to 5.5 to 1. No
advances have been drawn on the revolving portion of the Senior Secured
Credit Facility. The revolving portion of the Senior Secured Credit
Facility will begin reducing quarterly in amounts to be agreed
beginning May 14, 2004.
Loans under the term loan portion of the Senior Secured Credit Facility
will be subject to mandatory prepayments from 50% of excess cash flow
for each fiscal year commencing with the fiscal year ending December
31, 2003, 100% of the net cash proceeds (subject to exceptions and
reinvestment rights of asset sales or other dispositions, including
insurance and condemnation proceeds) of sales of property by Alamosa
(Delaware) and its subsidiaries, and 100% of the net proceeds of
issuances of debt obligations of Alamosa (Delaware) and its
subsidiaries (subject to exceptions). After the term loans are repaid
in full, mandatory prepayments will be applied to permanently reduce
commitments under the revolving portion of the Senior Secured Credit
Facility.
All obligations of Alamosa Holdings, LLC under the Senior Secured
Credit Facility are unconditionally guaranteed on a senior basis by the
Company, Alamosa Holdings and, subject to certain exceptions, by each
current and future direct and indirect subsidiary of Alamosa
(Delaware), including Alamosa PCS, Inc., Roberts, WOW and Southwest.
The Senior Secured Credit Facility is secured by a first priority
pledge of all of the capital stock of Alamosa Holdings, LLC and subject
to certain exceptions, each current and future direct and indirect
subsidiary of Alamosa (Delaware), as well as a first priority security
interest in substantially all of the assets (including all five of the
Sprint affiliation agreements with the Company) of Alamosa (Delaware)
and, subject to certain exceptions, each current and future direct and
indirect subsidiary of Alamosa (Delaware).
The Senior Secured Credit Facility contains customary events of
default, including, but not limited to:
o the non-payment of the principal, interest and other obligations
under the new Senior Secured Credit Facility;
o the inaccuracy of representations and warranties contained in the
credit agreement or the violation of covenants contained in the
credit agreement;
o cross default and cross acceleration to other material
indebtedness;
o bankruptcy;
o material judgments and certain events relating to compliance with
the Employee Retirement Income Security Act of 1974 and related
regulations;
o actual or asserted invalidity of the security documents or
guaranties of the Senior Secured Credit Facility;
o the occurrence of a termination event under the management,
licenses and other agreements between any of the Company, WOW,
Roberts, Southwest and their subsidiaries and Sprint or a breach
or default under the consent and agreement entered into between
Citicorp USA, Inc., as administrative agent for the lenders, and
Sprint;
o loss of rights to benefit of or the occurrence of any default
under other material agreements that could reasonably be expected
to result in a material adverse effect on Alamosa Holdings, LLC;
F-25
ALAMOSA (DELAWARE), INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
o the occurrence of a change of control;
o any termination, revocation or non-renewal by the FCC of one or
more material licenses; and
o the failure by Alamosa (Delaware) to make a payment, if that could
reasonably be expected to result in the loss, termination,
revocation, non-renewal or material impairment of any material
licenses or otherwise result in a material adverse affect on
Alamosa Holdings, LLC.
The Senior Secured Credit Facility contains numerous affirmative and
negative covenants customary for credit facilities of a similar nature,
including, but not limited to, negative covenants imposing limitations
on the ability of Alamosa (Delaware), Alamosa Holdings, LLC and their
subsidiaries, and as appropriate, Superholdings, to, among other things
(i) declare dividends or repurchase stock; (ii) prepay, redeem or
repurchase debt; (iii) incur liens and engage in sale-leaseback
transactions; (iv) make loans and investments; (v) incur additional
debt, hedging agreements and contingent obligations; (vi) issue
preferred stock of subsidiaries; (vii) engage in mergers, acquisitions
and asset sales; (viii) engage in certain transactions with affiliates;
(ix) amend, waive or otherwise alter material agreements or enter into
restrictive agreements; and (x) alter the businesses they conduct.
Pursuant to the Senior Secured Credit Facility, the Company is required
to maintain a minimum cash balance of $10 million, and future draws are
conditioned, among other things, on the Company maintaining a ratio of
senior debt to net property and equipment that does not exceed 1 to 1.
The Company is also subject to covenants with respect to the ratio of
EBITDA to total cash interest expense. Alamosa (Delaware) is also
subject to the following financial and statistical covenants:
o ratio of senior debt to EBITDA;
o ratio of total debt to EBITDA;
o ratio of EBITDA to total fixed charges (the sum of debt service,
capital expenditures and taxes); and
o ratio of EBITDA to pro forma debt service.
Unless waived by the Senior Secured Credit Facility lenders, the
failure of the Company, Alamosa Holdings, LLC and their subsidiaries to
satisfy or comply with any of the financial or other covenants, or the
occurrence of an event of default under the Senior Secured Credit
Facility, will entitle the lenders to declare the outstanding
borrowings under the Senior Secured Credit Facility immediately due and
payable and exercise all or any of their other rights and remedies. Any
such acceleration or other exercise of rights and remedies would likely
have a material adverse effect on the Company, Alamosa Holdings,
Alamosa Holdings, LLC and their subsidiaries.
CONSENT AND AGREEMENT FOR THE BENEFIT OF THE HOLDERS OF THE SENIOR
SECURED CREDIT FACILITY
Sprint entered into a consent and agreement with Citicorp, that
modifies Sprint's rights and remedies under the Company's affiliation
agreements with Sprint, for the benefit of Citicorp and the holders of
the Senior Secured Credit Facility and any refinancing thereof. The
consent and agreement with Citicorp generally provides, among other
things, Sprint's consent to the pledge of substantially all of the
Company's assets, including the Company's rights in its affiliation
agreements with Sprint, and that the Company's affiliation agreements
with Sprint generally may not be terminated by Sprint until the Senior
Secured Credit Facility is satisfied in full pursuant to the terms of
the consents and agreement.
Subject to the requirements of applicable law, so long as the Senior
Secured Credit Facility remains outstanding, Sprint has the right to
purchase the Company's operating assets or the partnership interests,
membership interests or other equity interests of its operating
subsidiaries, upon Sprint's receipt of notice of an acceleration of the
Senior Secured Credit Facility, under certain terms.
F-26
ALAMOSA (DELAWARE), INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
If Sprint does not purchase the Company's operating assets or the
partnership interests, membership interests or other equity interests
of the Company's operating subsidiaries after an acceleration of the
obligations under the Senior Secured Credit Facility, then the
administrative agent may sell the operating assets or the partnership
interests, membership interests or other equity interests of the
Company's operating subsidiaries.
DEBT ISSUANCE SUBSEQUENT TO YEAR END
------------------------------------
In January 2004, Alamosa (Delaware) completed an offering of $250
million aggregate principal amount of senior notes. The notes mature
January 31, 2012 and carry a coupon rate of 8 1/2% payable semiannually
on January 31 and July 31 beginning July 31, 2004. The proceeds of this
offering were used to permanently repay the outstanding borrowings
under the term portion of the Senior Secured Credit Facility and to
terminate the facility, including the undrawn revolving credit
facility. The remaining proceeds of $42.1 million, after offering
costs, will be used for general corporate purposes.
Due to the fact that the Senior Secured Credit Facility was refinanced
on a long-term basis subsequent to year end, the entire balance
outstanding at December 31, 2003 has been classified as long term in
the consolidated balance sheet. Additionally, with the termination of
the Senior Secured Credit Facility, the Company has no principal
payments due in the next five years.
11. DEBT EXCHANGE
In an effort to proactively manage its capital structure and align it
with recent operating trends in the wireless telecommunications
industry, the Company launched an offer to exchange its publicly traded
debt on September 12, 2003. The offer, as amended on October 15, 2003
(as so amended, the "Exchange Offer"), sought to exchange all of the
Company's existing 12 7/8% Senior Discount Notes, 12 1/2% Senior Notes
and 13 5/8% Senior Notes for a combination of new notes and convertible
Alamosa Holdings preferred stock. The Exchange Offer was successful and
closed on November 10, 2003.
Holders of the 12 7/8% Senior Discount Notes due 2010 (the "Discount
Notes") who tendered their Discount Notes received, for each $1
accreted amount of the Discount Notes tendered, as of the expiration of
the Exchange Offer, (1) $0.65 in original issue amount of new 12%
Senior Discount Notes due 2009 (the "New Discount Notes") and (2) one
share of Series B Convertible Preferred Stock of Alamosa Holdings with
a liquidation preference of $250 per share (the "Preferred Stock").
Holders of the 12 1/2% Senior Notes due 2011 and the 13 5/8% Senior
Notes due 2010 (collectively, the "Old Cash Pay Notes" and, together
with the Discount Notes, the "Old Notes") who tendered their Old Cash
Pay Notes received, for each $1 principal amount of the Old Cash Pay
Notes tendered, (1) $0.65 in principal amount of new 11% Senior Notes
due 2010 (the "New Cash Pay Notes" and together with the New Discount
Notes, the "New Notes") and (2) one share of Preferred Stock.
Fractional shares of Preferred Stock were not issued under the Exchange
Offer and New Notes were issued only in denominations that are integral
multiples of $1. With respect to any holder of Old Notes who would
otherwise have received a fractional share of Preferred Stock or New
Notes in an amount that was not an integral multiple of $1, the Company
substituted a cash payment equal to the liquidation preference
allocable to the fractional share of Preferred Stock or the amount by
which the amount of New Notes was reduced. The total of these
fractional payments was $104.
Upon the expiration and closing of the exchange Offer on November 10,
2003, the Company had received tenders from existing noteholders
amounting to $343.6 million or 98 percent of the Discount Notes, $238.4
million or 95 percent of the 12 1/2% Senior Notes and $147.5 million or
98 percent of the 13 5/8% Senior Notes. The consummation of the
Exchange Offer was accounted for under the provisions of SFAS No. 15,
"Accounting by Debtors and Creditors for Troubled Debt Restructurings."
In accordance with the provisions of SFAS No. 15, the New Notes and
Preferred Stock were recorded at fair value. The excess of the fair
value of the New Notes and Preferred Stock over the carrying value of
the existing debt tendered by noteholders of
F-27
ALAMOSA (DELAWARE), INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
$1,234 has been recorded in debt issuance costs and will be amortized
to interest expense over the life of the New Notes due to the fact that
the total cash flows associated with the New Notes exceeds the carrying
value of the Old Notes. The net excess fair value of consideration of
$1,234 discussed herein is comprised of debt issuance costs related to
the notes that were tendered in the amount of $17,949 reduced by
deferred future cash interest payments on the New Notes in the amount
of $16,715. The net amount is included in debt issuance costs in the
consolidated balance sheet and will be amortized as an adjustment to
interest expense related to the New Notes over the life of the New
Notes using the effective interest method.
In contemplation of the Exchange Offer, Alamosa (Delaware), on
September 11, 2003, amended the terms of the respective indentures
governing its existing 12 7/8% Senior Discount Notes, 12 1/2% Senior
Notes and 13 5/8% Senior Notes to add Alamosa Holdings as a guarantor
under the indentures. The Company further amended the indentures
governing these notes on October 29, 2003, after receiving the
requisite consents from the holders of the notes, to eliminate
substantially all covenant protection under such indentures.
12. STOCKHOLDER'S EQUITY
The Company is authorized to issue 1,000 shares of preferred stock,
$0.01 par value, of which no shares have been issued. The Company is
authorized to issue 9,000 shares of common stock, $0.01 par value of
which 100 shares are issued and outstanding at December 31, 2003. All
outstanding common stock of the Company is held by Alamosa Holdings.
13. INCOME TAXES
The Company is included in the consolidated tax return of Alamosa
Holdings.
Income tax expense (benefit) is comprised of the following:
YEAR ENDED DECEMBER 31,
------------------------------------
2003 2002 2001
----------- ----------- ---------
Current:
U.S. Federal $ -- $ -- $ --
Foreign -- -- --
State -- -- --
--------- --------- ---------
Total current expense -- -- --
--------- --------- ---------
Deferred:
U.S. Federal (10,967) (58,938) (70,808)
Foreign -- -- --
State (563) (8,148) (9,633)
--------- --------- ---------
Total deferred expense (benefit) (11,530) (67,086) (80,441)
--------- --------- ---------
Total income taxes expense (benefit) $ (11,530) $ (67,086) $ (80,441)
========= ========= =========
F-28
ALAMOSA (DELAWARE), INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities are
presented below:
DECEMBER 31,
--------------------------
2003 2002
---------- ----------
Deferred tax assets:
Net operating loss carryforwards $ 182,710 $ 170,791
Original issue discount 40,928 30,045
Non-cash compensation 1,770 1,728
Start-up expenses 153 472
Deferred rent 1,628 1,898
Bad debt allowance 2,340 3,468
Capitalized loan costs 1,670 2,593
Cancellation of indebtedness 6,201 --
Other comprehensive income 275 916
Other 1,570 1,295
---------- ----------
Gross deferred tax assets 239,245 213,206
Deferred Tax liabilities:
Intangible assets 166,339 185,600
Depreciation 57,395 45,802
Other 3,049 3,510
---------- ----------
Net deferred tax assets (liabilities) 12,462 (21,706)
Valuation allowance (23,269) --
----------- ----------
Deferred tax balance $ (10,807) $ (21,706)
========== ==========
The net deferred tax asset was fully reserved as of December 31, 2000
because of uncertainty regarding the Company's ability to recognize the
benefit of the asset in future years. In connection with the
acquisitions in 2001 discussed in Note 4, a significant deferred tax
liability was recorded. The reversal of the timing differences which
gave rise to the deferred tax liability will allow the Company to
benefit from the deferred tax assets. As such, the valuation allowance
was released in 2001 with a corresponding reduction to goodwill
associated with the acquisitions. The valuation allowance increased in
2003 by $23,269 as the Company adjusted the valuation allowance to
reflect deferred tax assets at the amounts expected to be realized.
The provision for income taxes is different than the amount computed
using the applicable statutory federal income tax rate due to the
differences summarized below:
YEAR ENDED DECEMBER 31,
-------------------------------------------------------
2003 2002 2001
-------------------------------------------------------
Federal tax benefit at statutory rate (35.00)% (35.00)% (35.00)%
================ ================ =============
Goodwill impairment --% 21.70% --%
Other permanent differences 0.89 0.11 2.50
State taxes (2.88) (1.13) (2.79)
Valuation allowance 24.54 -- --
Other 0.29 0.06 (0.01)
---------------- ---------------- -------------
Provision (benefit) for income taxes (12.16)% (14.26)% (35.30)%
================ ================ =============
The Company is included in the consolidated federal tax return of
Alamosa Holdings. As of December 31, 2003, the Company has available
federal net operating loss carryforwards totaling approximately $493
million which expire beginning in 2020. In addition, the Company has
available state net operating loss carryforwards totaling approximately
$16 million which expire beginning in 2005. Utilization of net
operating loss carryforwards may be limited by ownership changes which
could occur in the future.
14. SPRINT AGREEMENTS
In accordance with the Company's affiliation agreements with Sprint,
Sprint provides the company various services including billing,
customer care, collections and inventory logistics. In addition, Sprint
bills the Company for various pass-through items such as commissions to
national retail merchants, handset subsidies on handsets activated in
the Company's territory but not sold by the Company and long distance
charges.
In connection with the debt exchange discussed in Note 11, the Company
executed amendments to its affiliation agreements with Sprint. The
amendments, among other things, established fixed per subscriber costs
for services that the Company purchases from Sprint through December
31, 2006 in the form of two new fees. The amendments created a new
combined service bureau fee, which consolidates numerous fees that were
previously settled separately, for back office services such as billing
and customer care. The combined service bureau fee was set at $7.70 per
average subscriber per month through December 31, 2006 and will be
recorded in costs of services and operations in the consolidated
statement of operations. The amendments also created a new
per-activation fee, which consolidates numerous fees that were
previously settled separately, for marketing services, such as
subscriber activation and handset logistics. The per-activation fee
will be calculated as 5% of Sprint PCS' most recently reported cost per
gross addition and is applied to the actual number of gross subscriber
activations the Company experiences on a monthly basis through December
31, 2006. The per-activation fee will be recorded in selling and
marketing expenses in the consolidated statement of operations.
F-29
ALAMOSA (DELAWARE), INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
In addition to the new fees, the amendments changed the methodology
used for settling cash received from subscribers. Historically, actual
weekly cash receipts were passed through to the Company by Sprint based
on a calculation of an estimate of the portion of that cash related to
the Company's activity. Under the new methodology, the Company receives
its portion of billed revenue less actual written off accounts in the
month subsequent to billing regardless of when Sprint collects the cash
from the subscriber. The provisions of the amendments became effective
on December 1, 2003 and the Company has the right to evaluate
subsequent amendments to the affiliation agreements of other similarly
situated PCS Affiliates of Sprint and adopt the provisions of those
amendments if the Company elects to do so.
In addition to the fees discussed above, the Company pays Sprint an
affiliation fee equal to 8% of billed revenue as it is defined in the
affiliate agreements.
Expenses reflected in the consolidated statements of operations related
to the Sprint affiliation agreements are:
YEAR ENDED DECEMBER 31,
------------------------------------------------------
2003 2002 2001
------------------------------------------------------
Cost of service and operation $ 217,531 $ 219,866 $ 152,724
Cost of products sold 59,651 50,974 53,911
Selling and marketing 46,294 46,132 27,421
------------- ------------- ----------
Total $ 323,476 $ 316,972 $ 234,056
============= ============= ==========
In connection with the billing services provided to the Company by
Sprint, the Company relies on Sprint to provide information as to
monthly billing activity relative to all subscriber revenues. In
addition, Sprint provides the information utilized for the settlement
of all roaming revenue.
The Company relies upon Sprint as a service provider to provide
accurate information for the settlement of revenue and expense items.
The Company makes estimates used in connection with the preparation of
financial statements based on the financial and statistical information
provided by Sprint. The Company assesses the accuracy of this
information through analytic review and reliance on the service auditor
report on Sprint's internal control processes prepared by Sprint's
external service auditor. Inaccurate or incomplete data from Sprint in
connection with the services provided to the Company by Sprint could
have a material effect on the Company's financial position, results of
operation or cash flow.
15. RELATED PARTY TRANSACTIONS
AGREEMENTS WITH TECH TELEPHONE COMPANY - The Company entered into a
telecommunications service agreement with Tech Telephone Company
Limited Partnership ("TechTel") to install and provide
telecommunications lines between Sprint PCS and the Company's
Lubbock-based operations and between the Company's Lubbock-based
operations and other markets. TechTel was a limited partnership whose
general partner was an entity controlled by the CEO of the Company. The
original term of the agreement is three years, but the agreement
automatically renews upon expiration for additional successive 30-day
terms by either party. The Company has also entered into a distribution
agreement with TechTel, authorizing it to become a third party
distributor of Sprint PCS products and services for the Company in
Lubbock, Texas. The total amount paid for these contracts was $902,
$1,157 and $1,315 during the years ended December 31, 2003, 2002 and
2001, respectively. The amounts included in accounts payable relative
to these contracts were $89 and $89 at December 31, 2003 and 2002,
respectively. TechTel was sold to an unrelated third party in October
2002.
AGREEMENTS WITH MESSRS. MICHAEL V. ROBERTS AND STEVEN C. ROBERTS
In connection with the acquisition of Roberts, the Company entered into
a number of arrangements with Messrs. Michael V. Roberts and Steven C.
Roberts and certain companies affiliated with them as described in more
detail below. Michael V. Roberts and Steven C. Roberts became directors
of the Company in February 2001.
JOINT VENTURE DEVELOPMENT AGREEMENT - On October 30, 2000, the Company
entered into a joint venture
F-30
ALAMOSA (DELAWARE), INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
development agreement with Messrs. Michael V. Roberts and Steven C.
Roberts. Pursuant to the agreement, if either Mr. Michael V. Roberts or
Mr. Steven C. Roberts undertakes an international telecommunications
business venture and desires for the Company to be involved in that
project, then before either Mr. Michael V. Roberts or Mr. Steven C.
Roberts enters into a letter of intent or binding agreement of any
nature with another person regarding the project, they must give the
Company written notice. The Company has 60 days to notify them of its
desire to participate in the project. During such 60-day period, the
Company has the exclusive right with respect to the project. Promptly
after the Company gives a notice of participation, the Company and
either Mr. Michael V. Roberts or Mr. Steven C. Roberts must form a
project entity and execute an agreement setting forth the terms,
covenants, conditions and provisions for the purpose, ownership,
management, financing and operation of the project. Unless the Company
and either Mr. Michael V. Roberts or Mr. Steven C. Roberts agree to a
different arrangement, the Company will have a 50% interest in each
project entity and will have full managerial control of each project
entity. Except as described above, neither the Company nor Messrs.
Michael V. Roberts and Steven C. Roberts is obligated to bring to the
other any opportunity to participate in a project or any activity,
domestic or international.
CONSULTING AGREEMENTS - On January 29, 2001, the Company entered into
five-year consulting agreements with each of Messrs. Michael V. Roberts
and Steven C. Roberts. The consulting agreements provide each of them
with an annual compensation of $125, which is paid monthly.
RIGHT OF FIRST NEGOTIATION AGREEMENT - On February 14, 2001, the
Company entered into a right of first negotiation agreement with
Roberts Tower which grants Roberts Tower a right to negotiate tower
leases on a "build-to-suit" basis with the Company's present and future
territory. During the term of the agreement, whenever the Company or
one of its subsidiaries is required to "build-to-suit" communications
towers within the present or future territories in which the Company
operates, the Company must notify Roberts Tower and Roberts Tower will
have the exclusive right for a period of 30 days to negotiate with the
company to provide such towers. After such 30-day period, if the
Company has not reached an agreement with Roberts Tower, the Company
may obtain such tower sites from other third parties. The term of this
agreement is five years.
RESALE AGREEMENT - On February 14, 2001, the Company entered into a
resale agreement with Messrs. Michael V. Roberts and Steven C. Roberts
which permits Messrs. Michael V. Roberts and Steven C. Roberts to buy
air time at a discount for resale on a basis no less favorable than any
other similar agreement to which the Company may be a party. Messrs.
Michael V. Roberts and Steven C. Roberts may resell such airtime
anywhere such resales are permitted under applicable law. Any
arrangement between the Company and Messrs. Michael V. Roberts and
Steven C. Roberts for resales and use of air time will be subject to
all required approvals of Sprint, Sprint Spectrum and Sprint PCS and/or
any other applicable Sprint entities.
MASTER LEASE AGREEMENT - On February 14, 2001, Roberts and Roberts
Tower entered into a master lease agreement which provides for the
lease from Roberts Tower by Roberts of certain buildings, towers, tanks
and/or improvements thereon for the purpose of installing, operating
and maintaining communications facilities and services thereon. The
initial term of the master lease agreement expires in February 2006,
and Roberts has the right to extend the initial term of the lease for
four additional terms of five years each. The agreement provides for
monthly payments aggregating to approximately $17 per tower per year at
inception, subject to an annual adjustment of 4% per annum. Roberts
subsequently assigned all of its right, title and interest in the
master lease agreement to its wholly owned subsidiary, Alamosa Missouri
Properties, LLC (formerly Roberts Wireless Properties, L.L.C). During
the years ended December 31, 2003, 2002 and 2001, $2,785, $2,688 and
$2,264, respectively, in rental expense was recorded under this
agreement.
In addition to the specific agreements discussed above, the Company
paid $287, $346 and $361 in 2003, 2002 and 2001, respectively, to
Roberts Tower for other items including the lease of retail space and
switching facility space.
OTHER RELATED PARTY TRANSACTIONS - On December 28, 1998, the Company
entered into a long-term agreement to lease space for a retail store in
Lubbock, Texas with Lubbock HLH, Ltd., principally owned by one of the
Company's directors and the general manager of South Plains Advance
Communications & Electronics, Inc. ("SPACE"). SPACE is a stockholder of
the Company. This lease has a term of 15 years and provides for
F-31
ALAMOSA (DELAWARE), INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
monthly payments subject to adjustment based on the Consumer Price
Index on the first day of the sixth lease year and on the first day of
the eleventh lease year. During the years ended December 31, 2003, 2002
and 2001, $110 per year in rental expense was recorded in connection
with this lease. No amount was payable at December 31, 2003. In
addition to rental, $24, $20 and $38 was paid to Lubbock HLH, Ltd. in
2003, 2002 and 2001, respectively for taxes and other expenses related
to the leased property.
16. EMPLOYEE BENEFITS
Effective July 1, 2000, the Company formed the Alamosa PCS
Contributions Savings Plan ("Company Plan"), a defined contribution
employee savings plan sponsored by the Company under Section 401(k) of
the Internal Revenue Code. During the years ended December 31, 2003,
2002 and 2001, the Company made contributions of $653, $1,058 and $900,
respectively to the Company Plan.
In connection with the acquisition of WOW discussed in Note 4,
employees who were formerly employees of WOW continue to participate in
the Washington Oregon Wireless 401(k) Savings & Investment Plan, a
defined contribution employee savings plan sponsored by the Company
under Section 401(k) of the Internal Revenue Code. During the years
ended December 31, 2002 and 2001, the Company made contributions of $36
and $41, respectively, to the WOW plan. Effective December 31, 2002 the
WOW plan was merged into the Company Plan.
Effective March 1, 2001, the Company adopted the Alamosa Holdings, Inc.
Employee Stock Purchase Plan ("ESPP"). The ESPP provides that eligible
employees may contribute up to 10% of their earnings towards the
purchase of Company common stock. The employee per share purchase price
is 85% of the fair market value of Company shares on (i) the offering
date or (ii) the exercise date, whichever is lower. During the years
ended December 31, 2003, 2002 and 2001, shares totaling 997,325,
585,191 and 40,706, respectively, were issued in connection with
purchases by employees under the ESPP. As of December 31, 2003 and
2002, 1,876,778 and 174,103 shares were reserved for issuance under the
ESPP.
17. STOCK-BASED COMPENSATION
The Company adopted an Incentive Stock Option Plan (the "Plan")
effective November 12, 1999, which provides for the granting of either
incentive stock options or nonqualified stock options to purchase
shares of Alamosa Holdings' common stock and for other stock-based
awards to officers, directors and key employees for the direction and
management of the Company and to non-employee consultants and
independent contractors. At December 31, 2003, options to purchase
4,022,880 shares of common stock were reserved for issuance under the
Plan. The compensation committee of the Board of Directors administers
the Plan and determines grant prices and vesting periods. Generally,
the options under the Plan vest in varying increments over a three to
five-year period, expire ten years from the date of grant and are
issued at exercise prices no less than 100% of the fair market value of
common stock at the time of the grant.
The Company applies APB No. 25, "Accounting for Stock Issued to
Employees" and related interpretation, in accounting for its employee
stock options. The Company initially recorded unearned compensation
totaling $14,963 relative to the intrinsic value of options granted in
1999 and 2000. This amount was being recognized over the vesting period
in accordance with FASB Interpretation No. 28 when applicable. Non-cash
compensation for 2001 was a negative $916 due to the forfeiture of
unvested options. No non-cash compensation was recorded in 2003 or 2002
related to options as all unvested options for which unearned
compensation had been recorded were forfeited in 2001.
The weighted-average fair value for all stock options granted in 2003
and 2001 was $1.86 and $9.01 per share, respectively. The
weighted-average fair value for stock options granted during 2002 with
an exercise price equal to the fair market value at the date of grant
("at the money") was $1.85 per share. The weighted-average fair value
for stock options granted during 2002 with an exercise price greater
than the fair market value at the date of grant ("out of the money")
was $0.23 per share. The fair value of each stock option granted is
estimated on the date of grant using the Black-Scholes option-pricing
model with the following weighted-average assumptions:
F-32
ALAMOSA (DELAWARE), INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
YEAR ENDED DECEMBER 31,
------------------------------------------------------------
2003 2002 2001
------------------------------------------------------------
Dividend yield 0% 0% 0%
Expected volatility 130% 106% 81%
Risk-free rate of return 2.5% 3.0% 4.6%
Expected life 4.00 years 4.00 years 4.00 years
The following summarizes activity under the Company's stock option
plans:
WEIGHTED AVERAGE EXERCISE
NUMBER OF OPTIONS PRICE PER SHARE
-------------------------------------- --------------------------------
YEAR END DECEMBER 31, YEAR END DECEMBER 31,
-------------------------------------- --------------------------------
2003 2002 2001 2003 2002 2001
---------- ---------- ---------- --------- ------------ -------
Options outstanding at
beginning of the period 7,868,495 5,505,878 6,788,752 $ 11.12 $ 16.55 $16.87
Granted:
At the money 1,665,230 1,370,195 635,061 2.32 2.57 14.87
Out of the money -- 1,500,046 -- -- 0.38 --
Exercised (29,740) (250) (15,945) 0.27 3.90 14.95
Canceled/forfeited (311,551) (507,374) (1,901,990) 12.56 15.20 16.85
---------- ---------- ----------- --------- --------- ------
Options outstanding at the
end of the period 9,192,434 7,868,495 5,505,878 $ 9.51 $ 11.12 $16.55
========== ========== =========== ========== ========= ======
Options exercisable at end
of the period 7,014,075 4,216,112 2,602,368 $ 10.75 $ 14.66 $16.33
========== ========== =========== ========== ========= ======
The following table summarizes information for stock options at
December 31, 2003:
OUTSTANDING EXERCISABLE
---------------------------------------------- ----------------------------
WEIGHTED WEIGHTED
AVERAGE REMAINING AVERAGE
RANGE OF EXERCISE NUMBER OF EXERCISE CONTRACTUAL NUMBER OF EXERCISE
PRICES OPTIONS PRICE LIFE OPTIONS PRICE
---------------------- ----------- ------------- -------------- ------------ ------------
$ 0.23 0.33 294,955 $ 0.30 8.8 206,985 $ 0.28
0.36 0.53 1,627,776 0.38 8.8 951,892 0.37
0.57 0.84 708,307 0.74 9.1 243,825 0.73
0.96 1.42 335,866 1.21 8.2 157,499 1.30
1.53 1.53 24,000 1.53 9.5 24,000 1.53
3.10 4.01 940,498 3.58 9.7 908,573 3.58
4.99 6.46 458,446 5.03 8.3 345,040 5.01
8.00 10.75 90,787 9.90 7.0 84,107 9.85
12.31 18.44 4,559,799 16.60 5.5 3,986,254 16.63
18.79 26.25 133,000 22.45 6.6 94,500 22.33
28.50 28.50 19,000 28.50 6.3 11,400 28.50
--------- -------- ---------- ---------- ----------- ---------- --------
$ 0.23 28.50 9,192,434 $ 9.51 7.2 7,014,075 $ 10.75
--------- -------- ========== ========== =========== ========== ========
18. FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amounts of cash, accounts payable, and accrued expenses
approximate fair value because of the short maturity of these items.
The carrying amount of the Senior Secured Credit Facility approximates
fair value at December 31, 2003 because the interest rate changes with
market interest rates.
F-33
ALAMOSA (DELAWARE), INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
Selected information related to the Company's senior notes is a
follows:
DECEMBER 31,
--------------------------------
2003 2002
-------------- --------------
Book value $ 464,424 $ 668,862
Fair value 501,413 187,500
-------------- --------------
Net unrecognized gain (loss) $ (36,989) $ 481,362
=============== ==============
The Company adopted the provisions of SFAS No. 133, "Accounting for
Derivatives and Hedging Activities," effective January 1, 2001. This
statement requires that all derivatives be recorded on the balance
sheet at fair value. If the derivative is a hedge, depending on the
nature of the hedge, changes in the fair value of the derivatives are
either recognized in earnings or are recognized in other comprehensive
income until the hedged item is recognized in earnings.
In order to manage interest costs and exposure to changing interest
rates, the Company enters into interest rate hedges to hedge exposure
to variable interest rates on a portion of the Senior Secured Credit
Facility. At December 31, 2003, the Company had entered into the
following interest rate swaps.
FAIR VALUE
INSTRUMENT NOTIONAL TERM AT DECEMBER 31,
---------- -------- -------- ------------------------
2003 2002
----------- ----------
4.9475% Interest rate swap $21,690 3 years $ (413) $ (1,121)
4.9350% Interest rate swap $28,340 3 years (443) (1,385)
-------- ----------
$ (856) $ (2,506)
======== ==========
These swaps are designated as cash flow hedges such that the fair value
is recorded as a liability in the consolidated balance sheets with
changes in fair value (net of tax) shown as a component of other
comprehensive income. The swaps were terminated in January 2004 upon
the termination of the Senior Secured Credit Facility as discussed in
Note 10.
The Company also maintains an interest rate collar with the following
terms:
FAIR VALUE
AT DECEMBER 31,
--------------------------
NOTIONAL MATURITY CAP STRIKE PRICE FLOOR STRIKE PRICE 2003 2002
-------- -------- ---------------- ------------------ -------- ----------
$28,340 5/15/2004 7.00% 4.12% $ (419) $ (1,112)
This collar does not receive hedge accounting treatment such that the
fair value is reflected as a liability in the consolidated balance
sheets and the decrease in fair value of $693 has been reflected as a
decrease to interest expense for the year ended December 31, 2003. The
increase in fair value of $456 has been reflected as an increase to
interest expense for the year ended December 31, 2002. The collar was
terminated in January 2004 upon the termination of the Senior Secured
Credit Facility as discussed in Note 10.
Approximately $2,680, $2,188 and $1,286 in settlements under the above
hedging instruments are included in interest expense for the years
ended December 31, 2003, 2002 and 2001, respectively.
In addition to the swaps and collar discussed above, the Company
purchased an interest rate cap in February 2002 with a notional amount
of $5,000 and a strike price of 7.00%. This cap does not receive hedge
accounting treatment and the fair value reflected in the consolidated
balance sheet is zero. This cap was terminated in January 2004 upon the
termination of the Senior Secured Credit Facility as discussed in Note
10.
These fair value estimates were obtained from the institutions the
Company entered into the agreements with
F-34
ALAMOSA (DELAWARE), INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
and are subjective in nature and involve uncertainties and matters of
considerable judgment and therefore, cannot be determined with
precision. Changes in assumptions could significantly affect these
estimates.
19. COMMITMENTS AND CONTINGENCIES
EMPLOYMENT AGREEMENTS - On October 14, 1998, the then Board of Members
of the Company approved an Incentive Ownership Plan. The plan consisted
of 3,500 units comprised of 1,200 Series 8, 1,150 Series 15 and 1,150
Series 25 units. The exercise price for each series was based on a
pre-defined strike price which increased by an annual rate of 8%, 15%
or 25% compounded monthly beginning July 1, 2000. The initial exercise
prices were $564.79, $623.84 and $711.88 for Series 8, Series 15 and
Series 25 options, respectively. Each unit provided the holder an
option to purchase an interest in the Company. Vested units could have
been exercised any time from July 1, 2000 to December 31, 2006.
Effective October 1, 1999, the Company entered into a three-year
employment agreement with its Chief Executive Officer ("CEO"), and
Chairman of the Board. In addition, in December 1999, the Company
granted options to the CEO to acquire 242,500 common shares at an
exercise price of $1.15 per share which vested immediately prior to the
completion of the initial public offering and 1,455,000 shares at an
exercise price equal to the initial public offering price which vest
33% per year beginning September 30, 2000. The options expire January
5, 2009. The Company recognized compensation expense of $3,116 related
to the 242,500 options issued with an exercise price below the initial
public offering price over the options vesting period. No compensation
expense was recorded in 2001, 2002 or 2003. The Company entered into a
new employment agreement with its CEO and Chairman of the Board on
October 1, 2002 as discussed below.
On October 2, 1998, the Company entered into an employment agreement
with its then Chief Operating Officer ("COO"). The agreement provided
for the granting of stock options in three series. The initial exercise
price was determined based on the following formula: $48,500, committed
capital at September 30, 1998, multiplied by the percentage interest
represented by the option exercised. The exercise price for each series
increased by an annual rate of 8%, 15% or 25% compounded monthly
beginning at the date of grant as specified by the agreement. Options
could be exercised any time from January 1, 2004 to January 5, 2008.
The options vested over a three-year period. During 1998, one option
from each series was granted under this agreement. The options to
acquire membership interests described above were to be exchanged for
options in Holdings to acquire an equivalent number of common shares:
242,500 at $1.08 per share, 242,500 at $1.15 per share and 242,500 at
$1.25 per share. Effective December 1999, the Company amended the COO's
options such that each of the COO's three series of original options
were exchanged for two options to acquire a total of 1,697,500 shares
of common stock. The first option to acquire 242,500 shares of common
stock had a fixed exercise price of $1.15 per share and vested
immediately prior to completion of the initial public offering. The
second option to acquire 1,455,000 shares of common stock had an
exercise price equal to the initial public offering price and vested
25% per year beginning September 30, 2000. The expiration date of all
of the COO's options was extended from January 5, 2008 to January 5,
2009. These amendments resulted in a new measurement date. The Company
was to record compensation expense totaling $9,341 in connection with
these options. This individual left the Company in January 2001 and
forfeited all unvested options. As such, compensation expense in 2001
was negative $916 due to the forfeiture of these options. The former
COO initiated litigation against the Company in 2002 as discussed under
"Litigation" below. No compensation expense was recorded in 2002 or
2003.
Effective December 1, 1999, the Company entered into a five-year
employment agreement with its Chief Financial Officer ("CFO"). In
addition, the Company granted the CFO options to purchase 1,455,000
shares at the initial public offering price and that will expire
January 5, 2009. There is no compensation cost related to these
options. The Company entered into a new employment agreement with its
CFO and other executives on October 1, 2002 as discussed below.
Effective October 1, 2002, the Company entered into employment
agreements with its CEO, CFO, Chief Technology Officer ("CTO"), Chief
Marketing Officer ("CMO") and Senior Vice President of Corporate
Finance ("SVP"). The terms of the agreements were five years for the
CEO and three years for the other officers. In connection with the
execution of these employment agreements, options were granted to the
F-35
ALAMOSA (DELAWARE), INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
executives to acquire a total of 1,700,000 common shares at an exercise
price equal to the fair market value at the date of grant such that no
compensation expense was recognized in connection with these options.
These options vest over the terms of the respective agreements.
Additionally, the agreements provide for subsequent annual option
grants during the respective terms of the agreements to acquire common
shares totaling 1,715,000 shares. Options granted in 2003 totaled
610,000 shares and were immediately vested. Scheduled grants in years
subsequent to 2003 will vest six months from the date of grant.
In addition to the option grants, the respective executives were also
awarded a total of 700,000 shares of restricted stock for which the
Company received $0.01 per share at the date of grant. These restricted
shares vest over a three year period and compensation expense will be
recorded during the vesting period totaling $224. These shares are
considered issued and outstanding but are excluded from basic and
diluted earnings per share as discussed in Note 14.
Effective December 1, 2002, the Company entered into an employment
agreement with its Chief Operating Officer ("COO"). The terms of this
agreement are similar to the October 1, 2002 agreements entered into
with the other officers of the Company. The length of the agreement is
three years. In connection with the execution of the agreement, options
to acquire 300,000 common shares were awarded with an exercise price
equal to the fair market value at the date of grant which will vest
over the term of the employment agreement. The employment agreement
provides for subsequent annual option grants during the term of the
agreement to acquire common shares totaling 375,000 shares. Options
granted in 2003 under this agreement totaled 150,000 shares and were
immediately vested. Scheduled grants in years subsequent to 2003 will
vest six months from the date of grant. Restricted stock totaling
100,000 shares were awarded that vest over a three year period for
which the Company received $0.01 per share. Compensation expense of $99
will be recognized over the vesting period.
In January 2004, the Company extended the employment agreements with
its CFO, CTO and SVP for an additional year and increased the option
grants in those agreements and the agreement with its CEO from 2004
through the end of the respective agreements by 1,645,000 shares.
LITIGATION - The Company has been named as a defendant in a number of
purported securities class actions in the United States District Court
for the Southern District of New York, arising out of its initial
public offering (the "IPO"). Various underwriters of the IPO also are
named as defendants in the actions. The action against the Company is
one of more than 300 related class actions which have been consolidated
and are pending in the same court. The complainants seek to recover
damages and allege, among other things, that the registration statement
and prospectus filed with the SEC for purposes of the IPO were false
and misleading because they failed to disclose that the underwriters
allegedly (i) solicited and received commissions from certain investors
in exchange for allocating to them shares of common stock in connection
with the IPO, and (ii) entered into agreements with their customers to
allocate such stock to those customers in exchange for the customers
agreeing to purchase additional Company shares in the aftermarket at
pre-determined prices. On February 19, 2003, the Court granted motions
by the Company and 115 other issuers to dismiss the claims under Rule
10b-5 of the Exchange Act which had been asserted against them. The
Court denied the motions by the Company and virtually all of the other
issuers to dismiss the claims asserted against them under Section 11 of
the Securities Act. The Company maintains insurance coverage which may
mitigate its exposure to loss in the event that this claim is not
resolved in the Company's favor.
The issuers in the IPO cases, including the Company, have reached an
agreement in principle with the plaintiffs to settle the claims
asserted by the plaintiffs against them. Under the terms of the
proposed settlement, the insurance carriers for the issuers will pay
the plaintiffs the difference between $1 billion and all amounts which
the plaintiffs recover from the underwriter defendants by way of
settlement or judgment. Accordingly, no payment on behalf of the
issuers under the proposed settlement will be made by the issuers
themselves. The claims against the issuers will be dismissed, and the
issuers and their officers and directors will receive releases from the
plaintiffs. Under the terms of the proposed settlement, the issuers
will also assign to plaintiffs certain claims which they may have
against the underwriters arising out of the issuers IPOs, and the
issuers will also agree not to assert certain other claims which they
may have against the underwriters, without plaintiffs' consent. The
proposed settlement is subject to agreement among the parties on final
settlement documents and
F-36
ALAMOSA (DELAWARE), INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
the approval of the court. Prior to the approval of the court, certain
parties have the right to object to the terms of the settlement.
On January 23, 2001, the Company's board of directors, in a unanimous
decision, terminated the employment of Jerry Brantley, then President
and COO of the Company. On April 29, 2002, Mr. Brantley initiated
litigation against the Company and the Chairman of the Company, David
E. Sharbutt in the District Court of Lubbock County, Texas, 22nd
Judicial District, alleging wrongful termination. In the litigation,
Mr. Brantley claims, among other things, that the Company's termination
of his employment was without cause under his employment agreement
rather than a termination for non-performance. As such, Mr. Brantley's
claim seeks money damages for (i) severance pay equal to one year's
salary at the time of his termination, (ii) the value of certain
unexercised stock options he owned at the time of his termination,
(iii) an allegedly unpaid bonus and (iv) exemplary damages, as well as
recovery of attorneys' fees and costs. On September 27, 2002, the Court
entered an Agreed Order Compelling Arbitration. A panel of three
arbitrators was selected. Mr. Brantley's claims against the Company and
David Sharbutt, including claims asserted in the Lubbock County lawsuit
and in the arbitration, were resolved pursuant to a settlement
agreement dated February 6, 2004. The settlement does not materially
impact our consolidated financial statements or our operations.
On January 8, 2003 a claim was made against the Company by Southwest
Antenna and Tower, Inc. ("SWAT") in the Second Judicial District Court,
County of Bernalillo, State of New Mexico, for monies due on an open
account. SWAT sought to recover approximately $2.0 million from the
Company relative to work performed by SWAT during 2000 for Roberts
Wireless Communications, LLC which was acquired by the Company in the
first quarter of 2001. This claim was settled for $875,000 during the
second quarter of 2003.
In November and December 2003 and January 2004, multiple lawsuits were
filed against Alamosa Holdings and David E. Sharbutt, the Company's
Chairman and Chief Executive Officer as well as Kendall W. Cowan, the
Company's Chief Financial officer. Steven Richardson, the Company's
Chief Operating Officer, was also a named defendant in one of the
lawsuits. Each claim is a purported class action filed on behalf of a
putative class of persons who and/or entities that purchased Alamosa
Holdings' securities between January 9, 2001 and June 13, 2002,
inclusive, and seeks recovery of compensatory damages, fees and costs.
The cases allege violations of Sections 10(b) and 20(a) of the Exchange
Act, and Rule 10b-5 promulgated thereunder. Additionally, certain of
the suits allege violations of Sections 11, 12(a) and 15 of the
Securities Act and seek rescission or rescissory damages in connection
with Alamosa Holdings' November 2001 common stock offering. The suits
allege, among other things, that Alamosa Holdings' filings with the SEC
and press releases issued during the relevant period were false and
misleading because they failed to disclose and/or misrepresented that
Alamosa Holdings allegedly (i) was increasing its subscriber base by
relaxing credit standards for new customers, (ii) had been experiencing
high involuntary disconnections from high credit risk customers that
allegedly produced tens of millions of dollars of impaired receivables
on its financial statements, and (iii) had experienced lower
subscription growth due to tightened credit standards that required
credit-challenged customers to pay deposits upon the initiation of
services. Each lawsuit was filed in the United States District Court
for the Northern District of Texas, in either the Lubbock Division or
the Dallas Division. On February 27, 2004, the lawsuits were
consolidated into one action pending in the United States District
Court for the Northern District of Texas, Lubbock Division. The Company
believes that the defendants have meritorious defenses to these claims
and intend to vigorously defend these actions. No discovery has been
taken at this time, and the ultimate outcome is not currently
predictable. There can be no assurance that the litigation will be
resolved in the defendants' favor and an adverse resolution could
adversely affect the Company's financial condition.
On November 26, 2003, Core Group PC filed a claim against Alamosa PCS
and four other PCS Affiliates of Sprint in the United States District
Court for the District of Kansas alleging copyright infringement
related to the designs used in Sprint retail stores. The complainant
seeks money damages and an injunction against Alamosa PCS' continued
use of the alleged copyrighted designs. The Company is in the process
of evaluating this claim.
The Company is involved in various claims and legal actions arising in
the ordinary course of business. The ultimate disposition of these
matters are not expected to have a material adverse impact on the
Company's
F-37
ALAMOSA (DELAWARE), INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
financial position, results of operations or liquidity.
20. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
The quarterly results of operations (unaudited) for 2002 and 2003 by
quarter are as follows:
QUARTER ENDED
---------------------------------------------------------
MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31
---------------------------------------------------------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
2002:
Net sales $ 128,387 $ 130,789 $ 147,428 $ 149,088
Operating loss (21,754) (21,302) (313,173) (14,215)
Net loss (28,133) (28,736) (320,847) (25,046)
2003:
Net sales $ 141,108 $ 155,394 $ 166,390 $ 168,158
Operating income (loss) (10,007) 2,830 3,480 16,554
Net loss (30,407) (18,393) (17,407) (17,085)
As discussed in Note 8, the Company recorded a charge relative to its
first annual impairment test of goodwill under SFAS 142 in the third
quarter of 2002. The amount of this charge was $291,635 and is
reflected in the operating loss for the third quarter of 2002.
21. GUARANTOR FINANCIAL STATEMENTS
Set forth below are consolidating financial statements of the issuer
and guarantor subsidiaries and Alamosa Delaware Operations, LLC which
is the Company's non-guarantor subsidiary (the "Non-Guarantor
Subsidiary") of the senior notes as of December 31, 2003 and 2002 and
for the years ended December 31, 2003, 2002 and 2001. The guarantor
subsidiaries are all 100% owned by the Company and the guarantees are
full and unconditional. Separate financial statements of each guarantor
subsidiary have not been provided because management has determined
that they are not material to investors.
Alamosa Holdings is an additional guarantor with respect to the 12 7/8%
senior discount notes, the 12 1/2% senior notes and the 13 5/8% senior
notes. Separate financial statements for Alamosa Holdings have not been
provided as Alamosa Holdings is a holding company which does not
independently generate operating revenue. The consolidated financial
statements of Alamosa Holdings are included in its annual report on
Form 10-K for the year ended December 31, 2003.
F-38
ALAMOSA (DELAWARE), INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
CONSOLIDATING BALANCE SHEET
AS OF DECEMBER 31, 2003
(DOLLARS IN THOUSANDS)
Guarantor Non-Guarantor
Issuer Subsidiaries Subsidiary Eliminations Consolidated
------------- -------------- ------------- ------------- ------------
ASSETS
Current Assets:
Cash and cash equivalents $ 27,542 $ 70,677 $ 23 $ -- $ 98,242
Restricted cash 1 -- -- -- 1
Customer accounts receivable, net -- 28,034 -- -- 28,034
Receivable from Sprint -- 18,465 -- -- 18,465
Intercompany receivable 48,805 -- 394 (49,199) --
Receivable from parent 1 -- -- -- 1
Inventory -- 7,309 -- -- 7,309
Investment in subsidiary 658,874 -- -- (658,874) --
Prepaid expenses and other assets 194 9,569 -- -- 9,763
Deferred customer acquisition costs -- 8,060 -- -- 8,060
Deferred tax asset -- 4,572 -- -- 4,572
------------- -------------- ------------- ------------- ------------
Total current assets 735,417 146,686 417 (708,073) 174,447
Property and equipment, net -- 434,840 -- -- 434,840
Debt issuance costs, net 1,718 12,648 -- -- 14,366
Intangible assets, net -- 448,354 -- -- 448,354
Other noncurrent assets -- 6,393 -- -- 6,393
------------- -------------- ------------- ------------- ------------
Total assets $ 737,135 $ 1,048,921 $ 417 $ (708,073) $ 1,078,400
============= ============== ============= ============= ============
LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities:
Accounts payable $ -- $ 31,010 $ -- $ -- $ 31,010
Accrued expenses 257 37,068 -- -- 37,325
Payable to Sprint -- 24,290 -- -- 24,290
Interest payable 4,563 790 -- -- 5,353
Deferred revenue -- 22,742 -- -- 22,742
Intercompany payable -- 49,199 -- (49,199) --
Current installments of capital
leases -- 481 -- -- 481
------------- -------------- ------------- ------------- ------------
Total current liabilities 4,820 165,580 -- (49,199) 121,201
Capital lease obligations -- 812 -- -- 812
Other noncurrent liabilities -- 8,693 -- -- 8,693
Deferred tax liability -- 15,379 -- -- 15,379
Senior secured debt -- 200,000 -- -- 200,000
Senior notes 464,424 -- -- -- 464,424
------------- -------------- ------------- ------------- ------------
Total liabilities 469,244 390,464 -- (49,199) 810,509
------------- -------------- ------------- ------------- ------------
Stockholder's Equity:
Preferred stock -- -- -- -- --
Common stock -- -- -- -- --
Additional paid-in capital 1,015,991 -- -- -- 1,015,991
LLC member's equity -- 658,457 417 (658,874) --
Accumulated deficit (747,425) -- -- -- (747,425)
Unearned compensation (145) -- -- -- (145)
Accumulated other comprehensive loss,
net of tax (530) -- -- -- (530)
------------- -------------- ------------- ------------- ------------
Total stockholder's equity 267,891 658,457 417 (658,874) 267,891
------------- -------------- ------------- ------------- ------------
Total liabilities and
stockholder's equity $ 737,135 $ 1,048,921 $ 417 $ (708,073) $ 1,078,400
============= ============== ============= ============= ============
F-39
ALAMOSA (DELAWARE), INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
CONSOLIDATING BALANCE SHEET
AS OF DECEMBER 31, 2002
(DOLLARS IN THOUSANDS)
Guarantor Non-Guarantor
Issuer Subsidiaries Subsidiary Eliminations Consolidated
------------- -------------- ------------- -------------- ------------------
ASSETS
Current Assets:
Cash and cash equivalents $ 17,821 $ 42,681 $ 23 $ -- $ 60,525
Short term investments -- -- -- -- --
Restricted cash 34,725 -- -- -- 34,725
Customer accounts receivable, net -- 27,926 -- -- 27,926
Receivable from Sprint -- 32,576 -- -- 32,576
Interest receivable 973 -- -- -- 973
Intercompany receivable 93,191 587 394 (94,172) --
Inventory -- 7,410 -- -- 7,410
Investment in subsidiary 656,369 -- -- (656,369) --
Prepaid expenses and other assets -- 7,239 -- -- 7,239
Deferred customer acquisition costs -- 7,312 -- -- 7,312
Deferred tax asset -- 5,988 -- -- 5,988
----------- ------------ ------------ ------------ -----------
Total current assets 803,079 131,719 417 (750,541) 184,674
Notes receivable -- 35,005 -- (35,005) --
Property and equipment, net -- 458,946 -- -- 458,946
Debt issuance costs, net 20,484 12,867 -- -- 33,351
Intangible assets, net -- 488,421 -- -- 488,421
Other noncurrent assets -- 7,802 -- -- 7,802
----------- ------------ ------------ ------------ -----------
Total assets $ 823,563 $ 1,134,760 $ 417 $ (785,546) $ 1,173,194
=========== ============ ============ ============ ===========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities:
Accounts payable $ -- $ 27,203 $ -- $ -- $ 27,203
Accrued expenses 3 34,900 -- -- 34,903
Payable to Sprint -- 26,903 -- -- 26,903
Interest payable 20,685 1,557 -- -- 22,242
Deferred revenue -- 18,901 -- -- 18,901
Intercompany payable 587 93,585 -- (94,172) --
Current installments of capital
leases -- 1,064 -- -- 1,064
----------- ------------ ------------ ------------ -----------
Total current liabilities 21,275 204,113 -- (94,172) 131,216
Capital lease obligations -- 1,355 -- -- 1,355
Other noncurrent liabilities -- 45,646 -- (35,005) 10,641
Senior secured debt -- 200,000 -- -- 200,000
Senior notes 668,862 -- -- -- 668,862
Deferred tax liability -- 27,694 -- -- 27,694
----------- ------------ ------------ ------------ -----------
Total liabilities 690,137 478,808 -- (129,177) 1,039,768
----------- ------------ ------------ ------------ -----------
Stockholder's Equity:
Preferred stock -- -- -- -- --
Common stock -- 485 -- (485) --
Additional paid-in capital 799,403 1,162,593 (4,000) (1,158,593) 799,403
Accumulated (deficit) earnings (664,133) (505,282) 4,417 500,865 (664,133)
Unearned compensation (294) (294) -- 294 (294)
Accumulated other comprehensive
income, net of tax (1,550) (1,550) -- 1,550 (1,550)
----------- ------------ ------------ ------------ ------------
Total stockholder's equity 133,426 655,952 417 (656,369) 133,426
----------- ------------ ------------ ------------ -----------
Total liabilities and
stockholder's equity $ 823,563 $ 1,134,760 $ 417 $ (785,546) $ 1,173,194
=========== ============ ============ ============ ===========
F-40
ALAMOSA (DELAWARE), INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2003
(DOLLARS IN THOUSANDS)
Guarantor Non-Guarantor
Issuer Subsidiaries Subsidiary Eliminations Consolidated
-------------- ------------- ------------- ------------ -------------
Revenues:
Subscriber revenues $ -- $ 452,396 $ -- $ -- $ 452,396
Roaming revenues -- 150,772 -- -- 150,772
-------------- ------------- ------------- ------------ -------------
Service revenues -- 603,168 -- -- 603,168
Product sales -- 27,882 -- -- 27,882
-------------- ------------- ------------- ------------ -------------
Total revenues -- 631,050 -- -- 631,050
Costs and expenses:
Cost of services and operations -- 317,215 -- -- 317,215
Cost of products sold -- 59,651 -- -- 59,651
Selling and marketing -- 112,626 -- -- 112,626
General and administrative
expenses 1,123 14,691 -- -- 15,814
Depreciation and amortization -- 110,495 -- -- 110,495
Impairment of property and -- 2,243 -- -- 2,243
equipment
Non-cash compensation -- 149 -- -- 149
-------------- ------------- ------------- ------------ -------------
Income (loss) from operations (1,123) 13,980 -- -- 12,857
Equity in earnings of subsidiaries 1,337 -- -- (1,337) --
Debt exchange expense -- (8,694) -- -- (8,694)
Interest and other income 630 299 -- -- 929
Interest expense (84,136) (15,778) -- -- (99,914)
-------------- ------------- ------------- ------------ -------------
Loss before income tax benefit (83,292) (10,193) -- (1,337) (94,822)
Income tax benefit -- 11,530 -- -- 11,530
-------------- ------------- ------------- ------------ -------------
Net income (loss) $ (83,292) $ 1,337 $ -- $ (1,337) $ (83,292)
============== ============= ============= ============ =============
F-41
ALAMOSA (DELAWARE), INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2002
(DOLLARS IN THOUSANDS)
Guarantor Non-Guarantor
Issuer Subsidiaries Subsidiary Eliminations Consolidated
--------------- --------------- ------------- -------------- ----------------
Revenues:
Subscriber revenues $ -- $ 391,927 $ -- $ -- $ 391,927
Roaming revenues -- 139,843 -- -- 139,843
------------ ----------- ------------ ---------- ------------
Service revenues -- 531,770 -- -- 531,770
Product sales -- 23,922 -- -- 23,922
------------ ----------- ------------ ---------- ------------
Total revenue -- 555,692 -- -- 555,692
Costs and expenses:
Cost of services and operations -- 343,468 -- -- 343,468
Cost of products sold -- 50,974 -- -- 50,974
Selling and marketing -- 119,059 -- -- 119,059
General and administrative
expenses 162 14,497 (3) -- 14,656
Depreciation and amortization -- 105,121 -- -- 105,121
Impairment of goodwill -- 291,635 -- -- 291,635
Impairment of property and -- 1,194 -- -- 1,194
equipment
Non-cash compensation -- 29 -- -- 29
----------- ----------- ------------ ---------- ------------
Income (loss) from operations (162) (370,285) 3 -- (370,444)
Equity in loss of subsidiaries (319,154) -- -- 319,154 --
Interest and other income 2,261 1,110 88 -- 3,459
Interest expense (85,707) (17,156) -- -- (102,863)
----------- ----------- ------------ ---------- ------------
Income (loss) before income tax
Benefit (402,762) (386,331) 91 319,154 (469,848)
Income tax benefit -- 67,086 -- -- 67,086
----------- ----------- ------------ ---------- ------------
Net income (loss) $ (402,762) $ (319,245) $ 91 $ 319,154 $ (402,762)
=========== =========== ============ ========== ============
F-42
ALAMOSA (DELAWARE), INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2001
(DOLLARS IN THOUSANDS)
Guarantor Non-Guarantor
Issuer Subsidiaries Subsidiary Eliminations Consolidated
--------------- -------------- ------------- ------------- ----------------
Revenues:
Subscriber revenues $ -- $ 231,145 $ -- $ -- $ 231,145
Roaming revenues -- 99,213 -- -- 99,213
------------ ----------- ------------ ----------- ------------
Service revenues -- 330,358 -- -- 330,358
Product sales -- 26,781 -- -- 26,781
------------ ----------- ------------ ----------- ------------
Total revenue -- 357,139 -- -- 357,139
Costs and expenses:
Cost of services and operations -- 237,843 -- -- 237,843
Cost of products sold -- 53,911 -- -- 53,911
Selling and marketing -- 110,052 -- -- 110,052
General and administrative
expenses 795 13,046 12 -- 13,853
Depreciation and amortization -- 94,722 -- -- 94,722
Non-cash compensation -- (916) -- -- (916)
------------ ---------- ------------ ----------- ------------
Loss from operations (795) (151,519) (12) -- (152,326)
Equity in loss of subsidiaries (85,128) -- -- 85,128 --
Loss on debt extinguishment -- (5,472) -- -- (5,472)
Interest and other income 3,797 5,435 2,432 -- 11,664
Interest expense (65,297) (16,433) -- -- (81,730)
------------ ---------- ------------ ----------- ------------
Income (loss) before income
tax benefit (147,423) (167,989) 2,420 85,128 (227,864)
Income tax benefit -- 80,441 -- -- 80,441
------------ ---------- ------------ ----------- ------------
Net income (loss) $ (147,423) $ (87,548) $ 2,420 $ 85,128 $ (147,423)
============ ========== ============ =========== ============
F-43
ALAMOSA (DELAWARE), INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 2003
(DOLLARS IN THOUSANDS)
Guarantor Non-Guarantor
Issuer Subsidiaries Subsidiary Eliminations Consolidated
-------------- ------------- ------------- ------------- ---------------
Cash flows from operating activities:
Net income (loss) $ (83,292) $ 1,337 $ -- $ (1,337) $ (83,292)
Adjustments to reconcile net income (loss) to
net cash provided by (used in) operating
activities:
Equity in earnings of subsidiaries (1,337) -- -- 1,337 --
Non-cash compensation expense -- 149 -- -- 149
Provision for bad debts -- 13,451 -- -- 13,451
Non-cash interest benefit on derivative
instruments -- (693) -- -- (693)
Non-cash accretion of asset retirement
obligation -- 565 -- -- 565
Depreciation and amortization of property
and equipment -- 70,428 -- -- 70,428
Amortization of intangible assets -- 40,067 -- -- 40,067
Amortization of financing costs included in
interest expense 1,721 2,549 -- -- 4,270
Amortization of discounted interest 329 -- -- -- 329
Deferred tax benefit -- (11,530) -- -- (11,530)
Interest accreted on discount notes 33,496 -- -- -- 33,496
Impairment of property and equipment -- 2,243 -- -- 2,243
Debt exchange expenses -- 8,694 -- -- 8,694
(increase) decrease in:
Receivables 973 551 -- -- 1,524
Inventory -- 101 -- -- 101
Prepaid expenses and other assets (194) (1,670) -- -- (1,864)
Decrease in:
Accounts payable and accrued expenses (15,866) (6,368) -- -- (22,234)
-------------- ------------- ------------- ------------- ---------------
Net cash provided by (used in) operating
activities (64,170) 119,874 -- -- 55,704
-------------- ------------- ------------- ------------- ---------------
Cash flows from investing activities:
Proceeds from sale of assets -- 2,645 -- -- 2,645
Purchases of property and equipment -- (38,625) -- -- (38,625)
Change in restricted cash 34,724 -- -- -- 34,724
Change in intercompany balances 43,798 (43,798) -- -- --
-------------- ------------- ------------- ------------- ---------------
Net cash provided by (used in) investing
activities 78,522 (79,778) -- -- (1,256)
-------------- ------------- ------------- ------------- ---------------
Cash flows from financing activities:
Capital distribution to parent (4,527) -- -- -- (4,527)
Debt issuance costs capitalized -- (2,329) -- -- (2,329)
Debt exchange expenses -- (8,694) -- -- (8,694)
Payment of fractional notes in debt exchange (104) -- -- -- (104)
Payments on capital leases -- (1,077) -- -- (1,077)
-------------- ------------- ------------- ------------- ---------------
Net cash used in financing activities (4,631) (12,100) -- -- (16,731)
-------------- ------------- ------------- ------------- ---------------
Net increase in cash and cash equivalents 9,721 27,996 -- -- 37,717
Cash and cash equivalents at beginning of
period 17,821 42,681 23 -- 60,525
-------------- ------------- ------------- ------------- ---------------
Cash and cash equivalents at end of period $ 27,542 $ 70,677 $ 23 $ -- $ 98,242
============== ============= ============= ============= ===============
F-44
ALAMOSA (DELAWARE), INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 2002
(DOLLARS IN THOUSANDS)
Guarantor Non-Guarantor
Issuer Subsidiaries Subsidiary Eliminations Consolidated
-------------- -------------- ------------- --------------- ------------
Cash flows from operating activities:
Net income (loss) $ (402,762) $ (319,245) $ 91 $ 319,154 $ (402,762)
Adjustments to reconcile net income (loss) to
net cash provided by (used in) operating
activities:
Equity in loss of subsidiaries 319,154 -- -- (319,154) --
Non-cash compensation expense -- 29 -- -- 29
Non-cash interest on derivatives -- 464 -- -- 464
Provision for bad debt -- 40,285 -- -- 40,285
Depreciation and amortization of property
and equipment -- 64,702 -- -- 64,702
Amortization of intangibles -- 40,419 -- -- 40,419
Amortization of financing costs included in
interest expense 1,969 2,290 -- -- 4,259
Amortization of discounted interest 395 -- -- -- 395
Deferred tax benefit -- (67,086) -- -- (67,086)
Interest accreted on discount note 31,655 -- -- -- 31,655
Impairment of property and equipment -- 1,194 -- -- 1,194
Impairment of goodwill -- 291,635 -- -- 291,635
(Increase) decrease in:
Receivables 1,420 (46,656) -- -- (45,236)
Inventory -- (2,608) -- -- (2,608)
Prepaid expenses and other assets 16 (6,456) -- -- (6,440)
Increase (decrease) in:
Accounts payable and accrued expenses (720) 23,825 -- -- 23,105
------------ ----------- ----------- ----------- ------------
Net cash provided by (used in) operating
Activities (48,873) 22,792 91 -- (25,990)
------------ ----------- ----------- ----------- ------------
Cash flows from investing activities:
Proceeds from sale of assets -- 451 -- -- 451
Purchases of property and equipment -- (89,476) -- -- (89,476)
Change in restricted cash 48,115 11,853 -- -- 59,968
Intercompany receivable 15,951 (868) (15,083) -- --
Net change in short term investments 1,300 -- -- -- 1,300
Other -- 99 -- -- 99
------------ ----------- ----------- ----------- ------------
Net cash provided by (used in) investing
activities 65,366 (77,941) (15,083) -- (27,658)
------------ ----------- ----------- ----------- ------------
Cash flows from financing activities:
Capital distributions (1,213) -- -- -- (1,213)
Borrowings under senior secured debt -- 12,838 -- -- 12,838
Debt issuance cost -- (1,351) -- -- (1,351)
Payments on capital leases -- (773) -- -- (773)
------------ ------------ ----------- ----------- -------------
Net cash provided by financing activities (1,213) 10,714 -- 9,501
------------- ----------- ----------- ----------- ------------
Net increase (decrease) in cash and
cash equivalents 15,280 (44,435) (14,992) -- (44,147)
Cash and cash equivalents at beginning of period 2,541 87,116 15,015 -- 104,672
------------ ----------- ----------- ----------- ------------
Cash and cash equivalents at end of period $ 17,821 $ 42,681 $ 23 $ -- $ 60,525
============ =========== =========== =========== ============
F-45
ALAMOSA (DELAWARE), INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 2001
(DOLLARS IN THOUSANDS)
Guarantor Non-Guarantor
Issuer Subsidiaries Subsidiary Eliminations Consolidated
-------------- --------------- ------------- --------------- ------------
Cash flows from operating activities:
Net income (loss) $ (147,423) $ (87,548) $ 2,420 $ 85,128 $ (147,423)
Adjustments to reconcile net income (loss) to
net cash provided by (used in) operating
activities:
Equity in loss of subsidiaries 85,128 -- -- (85,128) --
Non-cash compensation expense -- (916) -- -- (916)
Non-cash interest on derivatives -- 656 -- -- 656
Provision for bad debt -- 17,490 -- -- 17,490
Depreciation and amortization of property
and equipment -- 45,963 -- -- 45,963
Amortization of goodwill and intangibles -- 48,759 -- -- 48,759
Amortization of financing costs included in
interest expense 1,529 1,745 -- -- 3,274
Amortization of discounted interest 165 -- -- -- 165
Loss on debt extinguishment -- 5,472 -- -- 5,472
Deferred tax benefit -- (80,441) -- -- (80,441)
Interest accreted on discount note 27,927 -- -- -- 27,927
(Increase) decrease in, net of effects from
acquisitions:
Receivables -- (48,795) 900 -- (47,895)
Inventory -- 1,275 -- -- 1,275
Prepaid expenses and other assets 926 (8,627) 1,046 -- (6,655)
Increase (decrease) in, net of effects from
acquisitions:
Accounts payable and accrued expenses 20,845 (2,212) (39) -- 18,594
------------ ----------- ----------- ----------- ------------
Net cash provided by (used in) operating
activities (10,903) (107,179) 4,327 -- (113,755)
------------ ----------- ----------- ----------- ------------
Cash flows from investing activities:
Purchases of property and equipment -- (143,731) -- -- (143,731)
Change in restricted cash (82,840) (11,853) -- -- (94,693)
Intercompany receivable (96,907) 98,790 (1,883) -- --
Equity investment in subsidiary (302,777) -- (4,000) 306,777 --
Equity investment from parent -- 306,777 -- (306,777) --
Repayment (issuance) of notes receivable -- -- 11,860 -- 11,860
Acquisition related costs -- (37,617) -- -- (37,617)
Net change in short term investments 300 -- -- -- 300
Other -- 102 -- -- 102
------------ ----------- ----------- ----------- ------------
Net cash provided by (used in) investing
activities (482,224) 212,468 5,977 -- (263,779)
------------ ----------- ----------- ----------- ------------
Cash flows from financing activities:
Proceeds from issuance of senior notes 384,046 -- -- -- 384,046
Capital contributions -- 9,665 -- -- 9,665
Borrowings under senior secured debt -- 253,000 -- -- 253,000
Repayments of borrowings under senior
secured debt -- (289,421) -- -- (289,421)
Debt issuance cost (2,381) (14,122) -- -- (16,503)
Payments on capital leases -- (349) -- -- (349)
------------ ------------ ----------- ----------- -------------
Net cash provided by (used in) financing
activities 381,665 (41,227) -- -- 340,438
------------ ----------- ----------- ----------- ------------
Net increase (decrease) in cash and
cash equivalents (111,462) 64,062 10,304 -- (37,096)
Cash and cash equivalents at beginning of period 114,003 23,054 4,711 -- 141,768
------------ ----------- ----------- ----------- ------------
Cash and cash equivalents at end of period $ 2,541 $ 87,116 $ 15,015 $ -- $ 104,672
============ =========== =========== =========== ============
F-46
REPORT OF INDEPENDENT AUDITORS ON
FINANCIAL STATEMENT SCHEDULE
To the Board of Directors of Alamosa (Delaware), Inc.:
Our audits of the consolidated financial statements referred to in our report
dated March 9, 2004 appearing in this Annual Report on Form 10-K also included
an audit of the financial statement schedule listed in Item 15(a)(2) of this
Form 10-K. In our opinion, this financial statement schedule presents fairly, in
all material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements.
PricewaterhouseCoopers LLP
Dallas, Texas
March 9, 2004
F-47
SCHEDULE II
-----------
ALAMOSA (DELAWARE), INC.
CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
FOR THE PERIOD DECEMBER 31, 2001 THROUGH
DECEMBER 31, 2003 (IN THOUSANDS)
ADDITIONS ADDITIONS
BALANCE AT CHARGED TO CHARGED TO
BEGINNING OF COSTS AND OTHER BALANCE AT
CLASSIFICATION PERIOD EXPENSES ACCOUNTS DEDUCTIONS END OF PERIOD
--------------------- ------------ ---------- ----------- ------------ -------------
December 31, 2001
Allowance for doubtful accounts..... $ 1,503 $ 17,490 $ 1,213(1) $ (14,314) $ 5,892
Deferred tax valuation allowance 26,985 -- 2,313(2) --
(29,298)(3)
December 31, 2002
Allowance for doubtful accounts..... $ 5,892 $ 40,285 $ -- $ (37,726) $ 8,451
Deferred tax valuation allowance -- -- -- -- --
December 31, 2003
Allowance for doubtful accounts..... $ 8,451 $ 13,451 $ -- $ (15,919) $ 5,983
Deferred tax valuation allowance -- 23,269 -- -- 23,269
This schedule should be read in conjunction with the Company's audited
consolidated financial statements and related notes thereto that appear in this
annual report on Form 10-K.
(1) For the year ended December 31, 2001, amount represents allowance for
doubtful accounts recorded in connection with acquisitions accounted for
under the purchase method of accounting.
(2) Addition represents increase in valuation allowance due to the increase in
the effective tax rate applied to deferred tax items.
(3) This amount represents the reversal of the valuation allowance recorded by
the Company against goodwill as a result of the business combinations with
Roberts, WOW and Southwest (see Note 4).
F-48