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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the Fiscal Year Ended December 31, 2000
or
[_] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the Transition Period from __________ to __________
COMMISSION FILE NUMBER: 1-15325
TRITON PCS HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 23-2974475
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
1100 Cassatt Road
Berwyn, Pennsylvania 19312
(Address and zip code of principal executive offices)
(610) 651-5900
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Class A common stock, $.01 par value per share
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. [_]
As of March 5, 2001, 57,545,039 shares of registrant's Class A common stock and
8,210,827 shares of the registrant's Class B non-voting common stock were
outstanding, and the aggregate market value of shares of Class A common stock
and Class B non-voting common stock held by non-affiliates was approximately
$1.86 billion.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the proxy statement for the 2001 annual meeting of
stockholders are incorporated by reference into Part III.
TRITON PCS HOLDINGS, INC.
FORM 10-K
TABLE OF CONTENTS
Page
----
PART I
Item 1 Business...................................................................................... 4
Item 2 Properties.................................................................................... 18
Item 3 Legal Proceedings............................................................................. 18
Item 4 Submission of Matters to a Vote of Security Holders........................................... 18
PART II
Item 5 Market for Registrant's Common Equity and Related Stockholder Matters......................... 19
Item 6 Selected Financial Data....................................................................... 19
Item 7 Management's Discussion and Analysis of Financial
Condition and Results of Operations......................................................... 20
Item 7A Quantitative and Qualitative Disclosures about Market Risk.................................... 27
Item 8 Financial Statements & Supplementary Data..................................................... F-1
Report of PricewaterhouseCoopers LLP.......................................................... F-2
Consolidated Balance Sheets................................................................... F-3
Consolidated Statements of Operations......................................................... F-4
Consolidated Statements of Redeemable Preferred Equity and Shareholders' Equity (Deficit)..... F-5
Consolidated Statements of Cash Flows......................................................... F-6
Notes to Consolidated Financial Statements.................................................... F-7
Item 9 Changes in and Disagreements with Accountants on Accounting and
Financial Disclosures....................................................................... 29
PART III
Item 10 Directors and Executive Officers of the Registrant............................................ 29
Item 11 Executive Compensation........................................................................ 29
Item 12 Security Ownership of Certain Beneficial Owners and Management................................ 29
Item 13 Certain Relationships and Related Transactions................................................ 29
PART IV
Item 14 Exhibits, Financial Statement Schedules, and Reports on Form 8-K.............................. 29
2
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements that involve substantial
risks and uncertainties. You can identify these statements by forward-looking
words such as anticipate, believe, could, estimate, expect, intend, may, should,
will and would or similar words. You should read statements that contain these
words carefully because they discuss our future expectations, contain
projections of our future results of operations or of our financial position or
state other forward-looking information. We believe that it is important to
communicate our future expectations to our investors. However, there may be
events in the future that we are not able to accurately predict or control. The
factors listed in the "Risk Factors" section of our prospectus supplement dated
February 22, 2001, as well as any cautionary language in this report, provide
examples of risk, uncertainties and events that may cause our actual results to
differ materially from the expectations we describe in our forward-looking
statements. You should be aware that the occurrence of the events described in
the "Risk Factors" section of our prospectus supplement and in this report could
have a material adverse effect on our business, results of operations and
financial position.
3
PART I
ITEM 1. BUSINESS
Introduction
Our principal offices are located at 1100 Cassatt Road, Berwyn,
Pennsylvania 19312, and our telephone number at that address is (610) 651-5900.
Our World Wide Web site address is http://www.tritonpcs.com. The information in
------------------------
our website is not part of this report.
In this report, Triton, we, us and our refer to Triton PCS Holdings, Inc.
and its wholly-owned subsidiaries, unless the context requires otherwise. AT&T
Wireless PCS refers to AT&T Wireless PCS, LLC, AT&T Wireless refers to AT&T
Wireless Services, Inc. and AT&T refers to AT&T Corp.
Overview
We are a rapidly growing provider of wireless personal communications
services in the southeastern United States. Our personal communications services
licenses cover approximately 13 million potential customers in a contiguous
geographic area encompassing portions of Virginia, North Carolina, South
Carolina, Tennessee, Georgia and Kentucky. In February 1998, we entered into a
joint venture with AT&T Wireless. As part of the agreement, AT&T Wireless
contributed personal communications services licenses for 20 MHz of authorized
frequencies covering 11 million potential customers within defined areas of our
region in exchange for an equity position in Triton. Since that time, we have
expanded our coverage area to include an additional 2 million potential
customers through acquisitions and license exchanges with AT&T Wireless. As part
of the transactions with AT&T Wireless, we were granted the right to be the
exclusive provider of wireless mobility services using equal emphasis co-
branding with AT&T within our region. We believe our markets are strategically
attractive because of their proximity to AT&T Wireless's wireless systems in the
Washington, D.C., Charlotte, North Carolina and Atlanta, Georgia markets, which
collectively cover a population of more than 27 million individuals. Our market
location is attractive as we are the preferred provider of wireless mobility
services to AT&T Wireless's digital wireless customers who roam into our
markets. Our strategy is to provide extensive coverage to customers within our
region, to offer our customers coast-to-coast coverage and to benefit from
roaming revenues generated by AT&T Wireless's and other carriers' wireless
customers who roam into our covered area. Our management team is led by Michael
Kalogris and Steven Skinner, the former Chief Executive Officer and Chief
Operating Officer of Horizon Cellular Group, respectively.
Our network build-out is scheduled for three phases. As of December 31,
2000, we had completed Phase I and Phase II of this build-out and successfully
launched personal communications services in all of our 37 markets. As of
December 31, 2000, our network in these 37 markets included 1,691 cell sites and
seven switches. Since we began offering services in these 37 markets, our
subscriber base and the number of minutes generated by non-Triton subscribers
roaming onto our network have grown dramatically.
From our initial launch of personal communications services in January 1999
to December 31, 2000, our subscriber base has grown from 33,844 subscribers to
446,401 subscribers, with 84,811 additional subscribers alone coming in the
fourth quarter of 2000. Roaming minutes generated by non-Triton subscribers
since January 1999 have increased from approximately 0.7 million minutes per
month to approximately 38.0 million minutes per month, with roaming minutes
rising from 56.5 million in the fourth quarter of 1999 to 110 million minutes in
the fourth quarter of 2000. In addition, our subscriber churn rate decreased to
1.78% in the fourth quarter of 2000 from 1.94% in the third quarter of 2000.
We have begun the third phase of our network build-out, which focuses on
covering major highways linking the cities in our licensed area, as well as
neighboring cities where AT&T Wireless and other carriers use compatible
wireless technology. We expect Phase III to be completed by year-end 2001 and to
add approximately 409 cell sites to our network. Upon completion of Phase III,
our network will include approximately 2,100 cell sites and seven switches and
span approximately 18,000 highway miles.
Our markets have attractive demographic characteristics for wireless
communications services, including population densities that are 80% greater
than the national average.
Our goal is to provide our customers with simple, easy-to-use wireless
services with coast-to-coast service, superior call quality, personalized
customer care and competitive pricing. We utilize a mix of sales and
distribution channels, including, as of December 31, 2000, a network of 94
company-owned retail stores, over 415 agents with 689 indirect outlets,
including nationally recognized retailers such as Circuit City, Office Depot,
Staples and Best Buy, and 88 direct sales representatives covering corporate
accounts.
4
We believe that as a member of the AT&T Wireless Network, we will attract
customers by capitalizing on AT&T's national brand and its extensive digital
wireless network. We have also entered into an agreement with TeleCorp PCS,
another member of the AT&T Wireless Network, to operate under a common regional
brand name, SunCom, throughout an area covering approximately 49 million
potential customers primarily in the south-central and southeastern United
States. We believe this arrangement will allow us to establish a strong regional
brand name within our markets.
Strategic Alliance with AT&T Wireless
One of our most important competitive advantages is our strategic alliance
with AT&T Wireless, one of the largest providers of wireless communications
services in the United States. As part of its strategy to rapidly expand its
digital wireless coverage in the United States, AT&T Wireless has focused on
constructing its own network and making strategic acquisitions in selected
cities, as well as entering into agreements with three independent wireless
operators, including Triton, to construct and operate personal communications
services networks in other markets.
Our strategic alliance with AT&T Wireless provides us with many business,
operational and marketing advantages, including the following:
. Recognized Brand Name. We market our wireless services to our potential
customers giving equal emphasis to the SunCom and AT&T brand names and
logos.
. Exclusivity. We are AT&T Wireless's exclusive provider of facilities-
based wireless mobility communications services using equal emphasis co-
branding with AT&T in our covered markets, and, from time to time, we
may participate with AT&T Wireless in other programs.
. Preferred Roaming Partner. We are the preferred carrier for AT&T
Wireless's digital wireless customers who roam into our coverage area.
. Coverage Across the Nation. With the use of advanced multi-mode handsets
which transition between personal communications services and cellular
frequencies, our customers have access to coast-to-coast coverage
through our agreements with AT&T Wireless, other members of the AT&T
Wireless Network and with other third-party roaming partners.
. Volume Discounts. We receive preferred terms on certain products and
services, including handsets, infrastructure equipment and
administrative support from companies who provide these products and
services to AT&T.
. Marketing. We benefit from AT&T's nationwide marketing and advertising
campaigns, including the success of AT&T's national rate plans, in the
marketing of our own plans.
Competitive Strengths
In addition to the advantages provided by our strategic alliance with AT&T
Wireless, we have the following competitive strengths:
. Attractive Licensed Area. Our markets have favorable demographic
characteristics for wireless communications services, such as population
densities that are 80% greater than the national average.
. Proven Technology. We are building our personal communications services
network using time division multiple access digital technology. This
technology is also used by AT&T Wireless, and, therefore, our network is
compatible with AT&T Wireless's network and other time division multiple
access digital technology networks. This technology allows wireless
communications service providers to offer enhanced features, higher
network quality, improved in-building penetration and greater network
capacity relative to analog cellular service. In addition, handsets
operating on a digital system are capable of sleep-mode while turned on
but not in use, thus increasing standby availability for incoming calls
as users will be able to leave these phones on for significantly longer
periods than they can with wireless phones using an earlier technology.
. Experienced Management. We have a management team with a high level of
experience in the wireless communications industry. Our senior
management team has an average of 12 years of experience with wireless
leaders such as AT&T, Verizon, Horizon Cellular and ALLTEL
Communications Inc. Our senior management team also owns in excess of 9%
of our outstanding Class A common stock.
. Contiguous Service Area. We believe our contiguous service area allows
us to cost effectively offer large regional calling areas to our
customers. Further, we believe that we generate operational cost
savings, including sales and marketing efficiencies, by operating in a
contiguous service area.
5
. Strong Capital Base. We believe that we have sufficient capital and
availability under our credit facility to fund the build-out of our
current network plan through 2001. On January 19, 2001, we completed the
private sale of $350.0 million principal amount of senior subordinated
notes due in 2011. The net proceeds of the notes were approximately
$337.5 million. On February 28, 2001, we issued and sold 3,500,000
shares of Class A common stock in a public offering at $32 per share and
raised approximately $106.1 million, net of $5.9 million of costs.
Business Strategy
Our objective is to become the leading provider of wireless communications
services in the markets we serve. We intend to achieve this objective by
pursuing the following business strategies:
. Operate a Superior, High Quality Network. We are committed to making the
capital investment required to develop and operate a superior, high
quality network. Our network, when complete, will include approximately
2,100 cell sites and seven switches and span approximately 18,000
highway miles. We believe this network will enable us to provide
extensive coverage within our region and consistent quality performance,
resulting in a high level of customer satisfaction.
. Provide Superior Coast-to-Coast and In-Market Coverage. Our market
research indicates that scope and quality of coverage are extremely
important to customers in their choice of a wireless service provider.
We have designed extensive local calling areas, and we offer coast-to-
coast coverage through our arrangements with AT&T Wireless, its
affiliates and other third-party roaming partners. Our network covers
those areas where people are most likely to take advantage of wireless
coverage, such as suburbs, metropolitan areas and vacation locations.
. Provide Enhanced Value at Low Cost. We offer our customers advanced
services and features at competitive prices. Our affordable, simple
pricing plans are designed to promote the use of wireless services by
enhancing the value of our services to our customers. We include usage-
enhancing features such as call waiting, voice mail, three-way
conference calling and short message service in our basic packages. We
also allow customers to purchase large packages of minutes per month for
a low fixed price.
. Deliver Quality Customer Service. We believe that superior customer
service is a critical element in attracting and retaining customers. Our
systems have been designed with open interfaces to other systems. This
design allows us to select and deploy the best software package for each
application in our administrative systems. Our point-of-sale activation
process is designed to ensure quick and easy service initiation,
including customer qualification. We also emphasize proactive and
responsive customer care, including rapid call-answer times, welcome
packages and anniversary calls. We currently operate state-of-the-art
customer care facilities in Richmond, Virginia and Charleston, South
Carolina that house our customer service and collections personnel.
License Acquisition Transactions
Our original personal communications services licenses were acquired as
part of our joint venture agreement with AT&T Wireless.
On June 30, 1998, we acquired an existing cellular system serving Myrtle
Beach and the surrounding area from Vanguard Cellular Systems for a purchase
price of approximately $164.5 million. We integrated the Myrtle Beach system,
which used time division multiple access digital technology, into our personal
communications services network as part of our Phase I network deployment.
Substantially all of our revenues prior to 1999 were generated by services
provided in Myrtle Beach. We have used our position in Myrtle Beach to secure
roaming arrangements with other carriers that enable us to offer regional
calling plans on a cost-effective basis.
On December 31, 1998, we acquired from AT&T Wireless a personal
communications services license covering the Norfolk, Virginia basic trading
area, as well as a recently deployed network plant and infrastructure, for an
aggregate purchase price of $111.0 million. The integration and launch of our
Norfolk personal communications services were completed as part of our Phase I
network build-out.
On June 8, 1999, we completed an exchange of personal communications
services licenses with AT&T Wireless. As part of this transaction, we
transferred Hagerstown and Cumberland, Maryland personal communications services
licenses that cover approximately 512,000 potential customers, with an estimated
value of $5.1 million, for Savannah and Athens, Georgia personal communications
services licenses that cover approximately 517,000 potential customers, with an
estimated value of $15.5 million. We also issued to AT&T Wireless PCS 53,882
shares of our Series A preferred stock and 42,739 shares of our Series D
preferred stock, with estimated values of $5.8 million and $4.6 million,
respectively, in connection with the exchange. The build-out of our Savannah and
Athens licenses was completed as part of Phase II of our network build-out.
6
Summary Market Data
The following table presents statistical information concerning the markets
covered by our licenses.
Local
2000 Estimated % Interstate
Potential Growth Population Traffic
Licensed Areas(1) Customers(2) 1998-2003 Density(3) Density(4)
- ----------------- ------------- --------- ---------- ----------
Charlotte Major Trading Area
Anderson, SC................................................... 346.6 1.28% 117 29,540
Asheville, NC.................................................. 588.7 1.18% 94 28,774
Charleston, SC................................................. 686.8 0.59% 125 37,054
Columbia, SC................................................... 657.0 1.36% 161 31,789
Fayetteville/Lumberton, NC..................................... 636.8 0.76% 130 27,834
Florence, SC................................................... 260.2 0.71% 113 24,689
Goldsboro/Kinston, NC.......................................... 232.0 0.72% 112 9,065
Greenville/Washington, NC...................................... 245.1 0.60% 60 N/A
Greenville/Spartanburg, SC..................................... 897.7 1.33% 220 28,535
Greenwood, SC.................................................. 74.4 0.81% 91 N/A
Hickory/Lenoir, NC............................................. 331.1 1.09% 199 31,385
Jacksonville, NC............................................... 148.4 0.49% 193 N/A
Myrtle Beach, SC............................................... 186.4 3.00% 154 N/A
New Bern, NC................................................... 174.7 1.14% 84 N/A
Orangeburg, SC................................................. 119.6 0.35% 63 27,787
Roanoke Rapids, NC............................................. 76.8 (0.34)% 61 28,372
Rocky Mount/Wilson, NC......................................... 217.2 0.82% 150 26,511
Sumter, SC..................................................... 156.7 0.57% 92 19,421
Wilmington, NC................................................. 327.6 2.32% 109 14,161
Knoxville Major Trading Area
Kingsport, TN.................................................. 693.4 0.31% 117 23,617
Middlesboro/Harlan, KY......................................... 118.4 (0.41)% 75 N/A
Atlanta Major Trading Area
Athens, GA..................................................... 194.6 1.65% 137 36,559
Augusta, GA.................................................... 579.4 0.68% 89 24,497
Savannah, GA................................................... 737.1 1.18% 79 24,400
Washington Major Trading Area
Charlottesville, VA............................................ 223.8 1.19% 75 15,925
Fredericksburg, VA............................................. 144.0 2.25% 102 67,606
Harrisonburg, VA............................................... 145.0 0.61% 58 29,728
Winchester, VA................................................. 162.4 1.17% 119 25,156
Richmond Major Trading Area
Danville, VA................................................... 167.2 (0.42)% 75 N/A
Lynchburg, VA.................................................. 161.5 0.43% 117 31,863
Martinsville, VA............................................... 89.6 (0.42)% 103 N/A
Norfolk-Virginia Beach, VA..................................... 1,751.0 0.44% 293 61,023
Richmond/Petersburg, VA........................................ 1,232.5 0.66% 133 35,969
Roanoke, VA.................................................... 647.6 0.19% 91 27,541
Staunton/Waynesboro, VA........................................ 108.9 0.62% 76 26,974
Triton total/average...................................... 13,520.2(5) 0.83% (6) 144.1(7) 30,183(8)
U.S. average.............................................. N/A 0.89% 80(9) 31,521
__________
All figures are based on 2000 estimates published by Paul Kagan Associates, Inc.
in 2000.
(1) Licensed major trading areas are segmented into basic trading areas.
(2) In thousands.
(3) Number of potential customers per square mile.
(4) Daily vehicle miles traveled (interstate only) divided by interstate
highway miles in the relevant area.
7
(5) Total potential customers in the licensed area.
(6) Weighted by potential customers. Projected average annual population growth
in our licensed area.
(7) Weighted by potential customers. Average number of potential customers per
square mile in our licensed area.
(8) Weighted by interstate miles. Average daily vehicle miles traveled
(interstate only) divided by interstate highway miles in our licensed area.
(9) Average number of potential customers per square mile for the U.S.
Sales and Distribution
Our sales strategy is to utilize multiple distribution channels to minimize
customer acquisition costs and maximize penetration within our licensed service
area. Our distribution channels include a network of company-owned retail
stores, independent retailers and a direct sales force for corporate accounts,
as well as direct marketing channels such as telesales, neighborhood sales and
online sales. We also work with AT&T Wireless's national corporate account sales
force to cooperatively exchange leads and develop new business.
. Company-Owned Retail Stores. We make extensive use of company-owned
retail stores for the distribution and sale of our handsets and
services. We believe that company-owned retail stores offer a
considerable competitive advantage by providing a strong local presence,
which is required to achieve high penetration in suburban and rural
areas and the lowest customer acquisition cost. We have opened 94
company-owned SunCom stores as of December 31, 2000.
. Retail Outlets. We have negotiated distribution agreements with national
and regional mass merchandisers and consumer electronics retailers,
including Circuit City, Office Depot, Staples, Best Buy, Metro Call and
Zap's. As of December 31, 2000, we had over 415 agents with 689 retail
outlet locations where customers can purchase our services.
. Direct Sales. We focus our direct sales force on high-revenue, high-
profit corporate users. As of December 31, 2000, our direct corporate
sales force consisted of 88 dedicated professionals targeting wireless
decision-makers within large corporations. We also benefit from AT&T
Wireless's national corporate accounts sales force, which supports the
marketing of our services to AT&T Wireless's large national accounts
located in certain of our service areas.
. Direct Marketing. We use direct marketing efforts such as direct mail
and telemarketing to generate customer leads. Telesales allow us to
maintain low selling costs and to sell additional features or customized
services.
. Website. Our web page provides current information about our markets,
our product offerings and us. We have established an online store on our
website, www.suncom.com. The web page conveys our marketing message, and
we expect it will generate customers through online purchasing. We
deliver all information that a customer requires to make a purchasing
decision at our website. Customers are able to choose rate plans,
features, handsets and accessories. The online store provides a secure
environment for transactions, and customers purchasing through the
online store encounter a transaction experience similar to that of
customers purchasing service through other channels.
Marketing Strategy
Our marketing strategy has been developed on the basis of extensive market
research in each of our markets. This research indicates that the limited
coverage of existing wireless systems, relatively high cost and inconsistent
performance reduce the attractiveness of wireless service to existing users and
potential new users. We believe that our affiliation with the AT&T brand name
and the distinctive advantages of our time division multiple access digital
technology, combined with simplified, attractive pricing plans, will allow us to
capture significant market share from existing analog cellular providers in our
markets and to attract new wireless users. We are focusing our marketing efforts
on three primary market segments:
. current wireless users;
. individuals with the intent to purchase a wireless product within six
months; and
. corporate accounts.
For each segment, we are creating a specific marketing program including a
service package, pricing plan and promotional strategy. We believe that targeted
service offerings will increase customer loyalty and satisfaction, thereby
reducing customer turnover.
8
The following are key components of our marketing strategy:
. Regional Co-Branding. We have entered into an agreement with TeleCorp
PCS, another company affiliated with AT&T Wireless, to adopt a common
regional brand, SunCom. We market our wireless services as SunCom,
Member of the AT&T Wireless Network and use the globally recognized AT&T
brand name and logo in equal emphasis with the SunCom brand name and
logo. We believe that use of the AT&T brand reinforces an association
with reliability and quality. We and TeleCorp PCS are establishing the
SunCom brand as a strong local presence with a service area covering
approximately 49 million potential customers. We enjoy preferred pricing
on equipment, handset packaging and distribution by virtue of our
affiliation with AT&T Wireless and the other SunCom company.
. Pricing. Our pricing plans are competitive and straightforward, offering
large packages of minutes, large regional calling areas and usage
enhancing features. One way we differentiate ourselves from existing
wireless competitors is through our pricing policies. We offer pricing
plans designed to encourage customers to enter into long-term service
contract plans.
We offer our customers regional, network only and national rate plans. Our
rate plans allow customers to make and receive calls anywhere within the
southeast region and the District of Columbia without paying additional roaming
or long distance charges. By contrast, competing flat rate plans generally
restrict flat rate usage to such competitors' owned networks. By virtue of our
roaming arrangements with AT&T Wireless, its affiliates and other third-party
roaming partners, we offer competitive regional, network only and national rate
plans. Our sizable licensed area allows us to offer large regional calling areas
at rates as low as $.08 per minute throughout the Southeast.
Customer Care. We are committed to building strong customer relationships
by providing our customers with service that exceeds expectations. We currently
operate state-of-the-art customer care facilities in Richmond, Virginia and
Charleston, South Carolina that house our customer service and collections
personnel. We supplement these facilities with customer care services provided
by Convergys Corporation in Clarksville, Tennessee. Through the support of
approximately 250 customer care representatives and a sophisticated customer
care platform provided by Integrated Customer Systems, we have been able to
implement one ring customer care service using live operators and state-of-the-
art call routing, so that about 90% of incoming calls to our customer care
centers are answered on the first ring.
Future Product Offerings. We may bundle our wireless communications
services with other products such as the wireless office service that we
currently provide to selected business accounts. Our recent addition of wireless
access protocol service allows our customers to access the wireless web from
their wireless phones and terminal devices. Enhancements to these platforms as
well as short message service and unified messaging will allow us to provide our
customers with an expanding suite of products and services.
Advertising. We believe our most successful marketing strategy is to
establish a strong local presence in each of our markets. We are directing our
media and promotional efforts at the community level with advertisements in
local publications and sponsorship of local and regional events. We combine our
local efforts with mass marketing strategies and tactics to build the SunCom and
AT&T brands locally. Our media effort includes television, radio, newspaper,
magazine, outdoor and Internet advertisements to promote our brand name. In
addition, we use newspaper and radio advertising and our web page to promote
specific product offerings and direct marketing programs for targeted audiences.
Services and Features
We provide affordable, reliable, high-quality mobile telecommunications
service. Our advanced digital personal communications services network allows us
to offer customers the most advanced wireless features that are designed to
provide greater call management and increase usage for both incoming and
outgoing calls.
. Feature-Rich Handsets. As part of our service offering, we sell our
customers the most advanced, easy-to-use, interactive, menu-driven
handsets that can be activated over the air. These handsets have many
advanced features, including word prompts and easy-to-use menus, one-
touch dialing, multiple ring settings, call logs and hands-free
adaptability. These handsets also allow us to offer the most advanced
digital services, such as voice mail, call waiting, call forwarding,
three-way conference calling, e-mail messaging and paging.
. Multi-Mode Handsets. We exclusively offer multi-mode handsets, which are
compatible with personal communication services, digital cellular and
analog cellular frequencies and service modes. These multi-mode handsets
allow us to offer customers coast-to-coast nationwide roaming across a
variety of wireless networks. These handsets incorporate a roaming
database, which can be updated over the air that controls roaming
preferences from both a quality and cost perspective.
9
. New Product Offerings. We have undertaken several new product
initiatives which include:
- Wireless Office Systems. Wireless Office Systems provide business
customers a private wireless network inside an enterprise that
enables users to make and receive calls both within and outside the
offices using a simple wireless phone and phone number. We installed
our first commercial application in North Carolina during 2000.
- SunCom iNotes. We have introduced SunCom iNotes, a two-way text
messaging service that allows its wireless customers to originate
and receive text messages over their mobile phones, in Richmond,
Virginia, and Charleston, South Carolina.
Network Build-Out
The principal objective for the build-out of our network is to maximize
population coverage levels within targeted demographic segments and geographic
areas , rather than building out wide-area network as depicted in the cellular
design model. As of December 31, 2000, we have successfully launched service in
37 cities, 1691 cell sites and seven switches. The Phase III network design,
scheduled to be completed by year-end 2001, will complete our initial network
build-out. At completion of Phase III, 2,100 cell sites will be on the air,
covering approximately 18,000 highway miles and over 80% of our potential
customers.
The build-out of our network involves the following:
. Property Acquisition, Construction and Installation. Two experienced
vendors, Crown Castle International Corp. and American Tower, identify
and obtain the property rights we require to build out our network,
which includes securing all zoning, permitting and government approvals
and licenses. As of December 31, 2000, we had signed leases or options
for 1,832 sites, 46 of which were awaiting required zoning approvals.
Crown Castle and American Tower also act as our construction management
contractors and employ local construction firms to build the cell sites.
. Interconnection. Our digital wireless network connects to local exchange
carriers. We have negotiated and received state approval of
interconnection agreements with telephone companies operating or
providing service in the areas where we are currently operating our
digital personal communications services network. We use AT&T as our
inter-exchange or long-distance carrier.
Network Operations
To effectively maintain, operate and expand our network, agreements must be
established with service providers such as local exchange carriers, long
distance companies, network monitoring services and roaming agreements with
other wireless carriers.
Switched Interconnection/Backhaul. Our network is connected to the public
switched telephone network to facilitate the origination and termination of
traffic on our network.
Long Distance. We have executed a wholesale long distance agreement with
AT&T that provides preferred rates for long distance services.
Roaming. Through our arrangements with AT&T Wireless and via the use of
multi-mode handsets, our customers have roaming capabilities on AT&T Wireless's
network. Further, we have established roaming agreements with third-party
carriers at preferred pricing, including in-region roaming agreements covering
all of our launched service areas.
Network Monitoring Systems. Our network monitoring service provides around-
the-clock surveillance of our entire network. The network operations center is
equipped with sophisticated systems that constantly monitor the status of all
switches and cell sites, identify failures and dispatch technicians to resolve
issues. Operations support systems are utilized to constantly monitor system
quality and identify devices that fail to meet performance criteria. These same
platforms generate statistics on system performance such as dropped calls,
blocked calls and handoff failures. Our operations support center located in
Richmond, Virginia performs maintenance on common network elements such as voice
mail, home location registers and short message centers.
Information Technology. We maintain all information technology or IT,
network elements that control administrative systems such as customer care,
provisioning, billing and financial systems. Our sophisticated network
management system allows us to identify and correct IT network faults.
Time Division Multiple Access Digital Technology
We are building our network using time division multiple access digital
technology on the IS-136 platform. This technology allows for the use of
advanced multi-mode handsets, which allow roaming across personal communications
services and cellular frequencies, including both analog and digital cellular.
This technology allows for enhanced services and features, such as short-
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messaging, extended battery life, added call security and improved voice
quality, and its hierarchical cell structure enables us to enhance network
coverage with lower incremental investment through the deployment of micro, as
opposed to full-size, cell sites. This enables us to offer customized billing
options and to track billing information per individual cell site, which is
practical for advanced wireless applications such as wireless local loop and
wireless office applications. Management believes that time division multiple
access digital technology provides significant operating and customer benefits
relative to analog systems. In addition, management believes that time division
multiple access digital technology provides customer benefits, including
available features and roaming capabilities, and call quality that is similar to
or superior to that of other wireless technologies. Time division multiple
access technology allows three times the capacity of analog systems. Some
manufacturers, however, believe that code division multiple access technology
will eventually provide system capacity that is greater than that of time
division multiple access technology and global systems for mobile
communications.
Time division multiple access digital technology is currently used by two
of the largest wireless communications companies in the United States, AT&T
Wireless and Cingular Wireless. Time division multiple access equipment is
available from leading telecommunications vendors such as Lucent, Ericsson and
Northern Telecom, Inc.
Regulation
The FCC regulates aspects of the licensing, construction, operation,
acquisition and sale of personal communications services and cellular systems in
the United States pursuant to the Communications Act, as amended from time to
time, and the associated rules, regulations and policies it promulgates.
Licensing of Cellular and Personal Communications Services Systems. A
broadband personal communications services system operates under a protected
geographic service area license granted by the FCC for a particular market on
one of six frequency blocks allocated for broadband personal communications
services. Broadband personal communications services systems generally are used
for two-way voice applications. Narrowband personal communications services, in
contrast, are used for non-voice applications such as paging and data service
and are separately licensed. The FCC has segmented the United States into
personal communications services markets, resulting in 51 large regions called
major trading areas, which are comprised of 493 smaller regions called basic
trading areas. The FCC awarded two broadband personal communications services
licenses for each major trading area and four licenses for each basic trading
area. Thus, generally, six broadband personal communications services licensees
will be authorized to compete in each area. The two major trading area licenses
authorize the use of 30 MHz of spectrum. One of the basic trading area licenses
is for 30 MHz of spectrum, and the other three are for 10 MHz each. The FCC
permits licensees to split their licenses and assign a portion, on either a
geographic or frequency basis or both, to a third party. In this fashion, AT&T
Wireless assigned us 20 MHz of its 30 MHz licenses covering our licensed areas.
Two cellular licenses are also available in each market. Cellular markets are
defined as either metropolitan or rural service areas and do not correspond to
the broadband personal communications services markets.
Generally, the FCC awarded initial personal communications services
licenses by auction. Initial personal communications services auctions began
with the 30 MHz major trading area licenses and concluded in 1998 with the last
of the basic trading area licenses. However, in March 1998, the FCC adopted an
order that allowed financially troubled entities that won personal
communications services 30 MHz C-Block licenses at auction to obtain some
financial relief from their payment obligations by returning some or all of
their C-Block licenses to the FCC for reauctioning. The FCC completed the
reauction of the returned licenses in April 1999, and some licenses were not
sold. In January 2000, the FCC announced that certain personal communications
services licenses previously held by licensees that had declared bankruptcy had
cancelled and were available for reauction. The FCC commenced the reauction on
December 12, 2000. The auction concluded on January 26, 2001. Lafayette
Communications was the high bidder on 14 licenses. On February 27, 2001,
Lafayette Communications' long-form applications for these licenses were
accepted for filing by the FCC. These applications, however, could be subject to
petitions to deny from other parties. On March 9, 2001, NextWave Personal
Communications, Inc. and the NextWave Committee of Unsecured Creditors, or
collectively, NextWave, individually filed petitions to defer, or in the
alternative, to condition the grant of the C-Block licenses pending a ruling on
the appeal. NextWave filed at the United States Court of Appeals for the
District of Columbia Circuit requesting the Court to overturn the FCC's decision
to cancel the NextWave licenses. Lafayette Communications is expected to file
its opposition to the NextWave petition on March 16, 2001. These auctions place
additional spectrum in the hands of our potential competitors.
Under the FCC's current rules specifying spectrum aggregation limits
affecting broadband personal communications services, Specialized Mobile Radio
Services and cellular licensees, no entity may hold attributable interests,
generally 20% or more of the equity of, or an officer or director position with,
the licensee, in licenses for more than 45 MHz of personal communications
services, cellular and certain specialized mobile radio services where there is
significant overlap, except in rural areas. In rural areas, up to 55 MHz of
spectrum may be held. Passive investors may hold up to a 40% interest.
Significant overlap will occur when at least 10% of the population of the
personal communications services licensed service area is within the cellular
and/or specialized mobile radio service area(s). In a September 15, 1999 FCC
order revising the spectrum cap rules, the FCC noted that new broadband wireless
services, such as Third Generation wireless, may be included in the cap when
spectrum is allocated for those services. The FCC has initiated a proceeding to
review the possible modification or elimination of the spectrum cap.
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Recently, however, the FCC adopted licensing rules governing the 700 MHz
spectrum originally scheduled for auction in March 2001. Thirty (30) MHz of
spectrum will be auctioned; none of which is subject to the spectrum cap. The
FCC recently postponed the 700 MHz auction until September 12, 2001. Because of
the flexible use policy adopted by the FCC for this spectrum, wireless providers
may provide Third Generation services over the 700 MHz band. The personal
communications services reauctioned spectrum is subject to the spectrum cap. In
November 2000, the FCC adopted a Policy Statement and Notice of Proposed
Rulemaking regarding secondary markets in radio spectrum. In the Notice of
Proposed Rulemaking, the FCC tentatively concludes that spectrum licensees
should be permitted to enter leasing agreements with third parties to promote
greater use of unused spectrum.
Late last year, President Clinton ordered the FCC and other Federal
agencies to work together to create a spectrum allocation plan for Third
Generation advanced wireless services. In January 2001, the FCC issued a Notice
of Proposed Rulemaking requesting comment on the use of certain spectrum bands
for Third Generation services. The FCC also seeks comment on whether Third
Generation services could be provided over the frequency bands currently
allocated to cellular, personal communications services and Specialized Mobile
Radio services. It is unclear at this point what impact, if any, this proceeding
will have on our current operations.
All personal communications services licenses have a 10-year term, at the
end of which they must be renewed. The FCC will award a renewal expectancy to a
personal communications services licensee that has:
. provided substantial service during its past license term; and
. has substantially complied with applicable FCC rules and policies and
the Communications Act.
Cellular radio licenses also generally expire after a 10-year term in the
particular market and are renewable for periods of 10 years upon application to
the FCC. Licenses may be revoked for cause and license renewal applications
denied if the FCC determines that a renewal would not serve the public interest.
FCC rules provide that competing renewal applications for cellular licenses will
be considered in comparative hearings, and establish the qualifications for
competing applications and the standards to be applied in hearings. Under
current policies, the FCC will grant incumbent cellular licensees the same
renewal expectancy granted to personal communications services licensees.
All personal communications services licensees must satisfy certain
coverage requirements. In our case, we must construct facilities that offer
radio signal coverage to one-third of the population of our service area within
five years of the original license grants to AT&T Wireless and to two-thirds of
the population within ten years. Licensees that fail to meet the coverage
requirements may be subject to forfeiture of their license. We anticipate the
last phase of our network build-out to be completed by year-end 2001. Our
cellular license, which covers the Myrtle Beach area, is not subject to coverage
requirements.
For a period of up to five years, subject to extension, after the grant of
a personal communications services license, a licensee will be required to share
spectrum with existing licensees that operate certain fixed microwave systems
within its license area. To secure a sufficient amount of unencumbered spectrum
to operate our personal communications services systems efficiently and with
adequate population coverage, we have relocated two of these incumbent licensees
and will need to relocate two more licensees. In an effort to balance the
competing interests of existing microwave users and newly authorized personal
communications services licensees, the FCC has adopted:
. a transition plan to relocate such microwave operators to other
spectrum blocks; and
. a cost sharing plan so that if the relocation of an incumbent benefits
more than one personal communications services licensee, those
licensees will share the cost of the relocation.
Initially, this transition plan allowed most microwave users to operate in
the personal communications services spectrum for a two-year voluntary
negotiation period and an additional one-year mandatory negotiation period. For
public safety entities that dedicate a majority of their system communications
to police, fire or emergency medical services operations, the voluntary
negotiation period is three years, with an additional two-year mandatory
negotiation period. In 1998, the FCC shortened the voluntary negotiation period
by one year, without lengthening the mandatory negotiation period for non-public
safety personal communications services licensees in the C, D, E and F Blocks.
Parties unable to reach agreement within these time periods may refer the matter
to the FCC for resolution, but the incumbent microwave user is permitted to
continue its operations until final FCC resolution of the matter. The transition
and cost sharing plans expire on April 4, 2005, at which time remaining
microwave incumbents in the personal communications services spectrum will be
responsible for the costs of relocating to alternate spectrum locations. Our
cellular license is not encumbered by existing microwave licenses.
Transfers and Assignments of Cellular and Personal Communications Services
Licenses. The Communications Act and FCC rules require the FCC's prior approval
of the assignment or transfer of control of a license for a personal
communications services or cellular system. In addition, the FCC has established
transfer disclosure requirements that require any licensee that assigns or
transfers control of a personal communications services license within the first
three years of the license term to file associated sale contracts, option
agreements, management agreements or other documents disclosing the total
consideration that the licensee would receive in return for the transfer or
assignment of its license. Non-controlling interests in an entity that holds a
FCC license generally may be
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bought or sold without FCC approval, subject to the FCC's spectrum aggregation
limits. However, we may require approval of the Federal Trade Commission and the
Department of Justice, as well as state or local regulatory authorities having
competent jurisdiction, if we sell or acquire personal communications services
or cellular interests over a certain size.
Foreign Ownership. Under existing law, no more than 20% of an FCC
licensee's capital stock may be owned, directly or indirectly, or voted by non-
U.S. citizens or their representatives, by a foreign government or its
representatives or by a foreign corporation. If an FCC licensee is controlled by
another entity, as is the case with our ownership structure, up to 25% of that
entity's capital stock may be owned or voted by non-US citizens or their
representatives, by a foreign government or its representatives or by a foreign
corporation. Foreign ownership above the 25% level may be allowed should the FCC
find such higher levels not inconsistent with the public interest. The FCC has
ruled that higher levels of foreign ownership, even up to 100%, are
presumptively consistent with the public interest with respect to investors from
certain nations. If our foreign ownership were to exceed the permitted level,
the FCC could revoke our FCC licenses, although we could seek a declaratory
ruling from the FCC allowing the foreign ownership or take other actions to
reduce our foreign ownership percentage to avoid the loss of our licenses. We
have no knowledge of any present foreign ownership in violation of these
restrictions.
Regulation of Personal Communications Services Operations. Personal
communications services and cellular systems are subject to certain FAA
regulations governing the location, lighting and construction of transmitter
towers and antennas and may be subject to regulation under Federal environmental
laws and the FCC's environmental regulations. State or local zoning and land use
regulations also apply to our activities. We expect to use common carrier point
to point microwave facilities to connect the transmitter, receiver, and
signaling equipment for each personal communications services or cellular cell,
the cell sites, and to link them to the main switching office. The FCC licenses
these facilities separately and they are subject to regulation as to technical
parameters and service.
The Communications Act preempts state and local regulation of the entry of,
or the rates charged by, any provider of private mobile radio service or of
commercial mobile radio service, which includes personal communications services
and cellular service. The Communications Act permits states to regulate the
"other terms and conditions of CMRS." The FCC has not clearly defined what is
meant by the "other terms and conditions" of CMRS, however, and has upheld the
legality of state universal service requirements on CMRS carriers. The United
States Courts of Appeals for the 5th and District of Columbia Circuits have
affirmed the FCC's determination. The FCC also has held that private lawsuits
based on state law claims concerning how wireless rates are promoted or
disclosed may not be preempted by the Communications Act.
The FCC does not regulate commercial mobile radio service or private mobile
radio service rates. The FCC does exercise jurisdiction over all
telecommunications service providers whose facilities are used to provide,
originate and terminate interstate or international communications.
Recent Industry Developments. The following requirements impose
restrictions on our business and could increase our costs:
Enhanced 911 Services. The FCC has announced rules for making emergency 911
services available by cellular, personal communications services and other
commercial mobile radio service providers, including enhanced 911 services that
provide the caller's telephone number, location and other useful information.
Commercial mobile radio service providers currently are required to be able to
process and transmit 911 calls without call validation, including those from
callers with speech or hearing disabilities and relay a caller's automatic
number identification and cell site. FCC regulations will require wireless
carriers to identify the location of emergency 911 callers by use of either
network-based or handset-based technologies.
On September 8, 2000, the FCC adopted an order modifying its rules for
carriers electing to use hand-set based technologies. Carriers that use
handset-based technologies must:
. begin selling compliant handsets by October 1, 2001;
. ensure that 25% of all newly activated handsets are compliant by
December 31, 2001 and that 100% of all newly activated digital
handsets are compliant by December 21, 2002;
. comply with additional requirements relating to passing location
information upon the request of 911 operators; and
. achieve full penetration (defined as 95% penetration) of compliant
handsets by no later than December 31, 2005.
Carriers that use network-based technologies must provide location information
for 50% of callers within six months and 100% of callers within 18 months of a
request from a 911 operator. The FCC will require network-based solutions to be
accurate for 67% of calls to within 100 meters and for 95% of calls to within
300 meters and handset-based solutions to be accurate for 67% of calls to within
50 meters and for 95% of calls to within 150 meters.
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On October 12, 1999, Congress adopted legislation that would establish
national rules governing emergency services, which was signed into law on
October 26, 1999. The legislation:
. makes 911 the national emergency number for wireline and wireless
phones;
. extends limited liability protection to wireless users, wireless
providers and public safety officials;
. allows carriers to use a customer's network information for emergency
purposes; and
. allows carriers to disclose the customer's network information,
including location information, to family members and guardians in
emergency situations.
In August 2000, the FCC issued an order and notice of proposed rulemaking
designating 911 as the emergency telephone number within the United States and
requesting comment on certain issues regarding 911 implementation, including the
appropriate transition periods for areas in which 911 is currently not in use as
an emergency number. The notice of proposed rulemaking is pending.
On November 18, 1999, the FCC eliminated carrier cost recovery as a
precondition to enhanced 911 deployment. The FCC's cost-recovery rules require
wireless carriers to implement enhanced 911 services without any specific
mechanism to recoup their costs. Recently, the FCC denied two requests for
reconsideration of this decision.
Pending the development of adequate technology, the FCC has granted waivers
of the requirement to provide 911 service to users with speech or hearing
disabilities to various providers, and we have obtained a waiver. On June 9,
1999, the FCC also adopted rules designed to ensure that analog cellular calls
to 911 are completed. These rules, which do not apply to digital cellular
service or to personal communications services, give each cellular handset
manufacturer a choice of three ways to meet this requirement. These rules were
in effect on February 13, 2000, but several handset manufacturers have obtained
waivers of the deadline. State actions incompatible with the FCC rules are
subject to preemption.
On December 14, 2000, the FCC released a decision establishing June 20,
2002, as the deadline by which digital wireless service providers must be
capable of transmitting 911 calls made by users with speech or hearing
disabilities using text telephone devices. Recently, a petition for
reconsideration was filed challenging the decision.
Radiofrequency Emissions. On January 10, 2001, the United States Supreme
Court denied a petition for review of the FCC guidelines for health and safety
standards of radiofrequency radiation. The guidelines, which were adopted by the
FCC in 1996, limit the permissible human exposure to radiofrequency radiation
from transmitters and other facilities.
Media reports have suggested that, and studies are currently being
undertaken to determine whether, certain radiofrequency emissions from wireless
handsets may be linked to various health concerns, including cancer, and may
interfere with various electronic medical devices, including hearing aids and
pacemakers. Concerns over radio frequency emissions may have the effect of
discouraging the use of wireless handsets, which would decrease demand for our
services. However, the most recent reports from the National Cancer Institute
and the American Health Foundation, both released in December 2000, and from the
Danish Cancer Society, released in February 2001, found no evidence that cell
phones cause cancer, although one of the reports indicated that further study
might be appropriate as to one rare form of cancer. Other studies of these
issues are in progress.
Interconnection Provisions. In 1996, Congress passed legislation designed
to open local telecommunications markets to competition. The Telecommunications
Act of 1996 mandated significant changes in existing regulation of the
telecommunications industry. The Telecommunications Act establishes a general
duty of all telecommunications carriers, including personal communications
services licensees, to interconnect with other carriers directly or indirectly.
The Telecommunications Act also contains detailed requirements with respect to
the interconnection obligations of local exchange carriers.
On August 8, 1996, the FCC released its order implementing the
interconnection provisions of the Telecommunications Act. Although many of the
provisions of this order were struck down by the United States Court of Appeals
for the Eighth Circuit, the United States Supreme Court reversed the Eighth
Circuit and upheld the FCC in all respects material to our operations. While
appeals have been pending, the rationale of the FCC's order has been adopted by
many states' public utility commissions, with the result that the charges that
cellular and personal communications services operators pay to interconnect
their traffic to the public switched telephone network have declined
significantly from pre-1996 levels.
On July 18, 2000, the United States Court of Appeals for the Eighth Circuit
vacated the FCC's method for setting the prices of incumbent local exchange
carriers' unbundled network elements, which is known as "total element long run
incremental cost" or TELRIC. TELRIC is a forward-looking cost model that
attempts to value the incumbent carriers' existing network elements and
facilities based on what the cost would be to provide these elements or
facilities over the most efficient technology and network configuration. While
the court struck down TELRIC, it did not foreclose the FCC from employing a
different forward-looking cost model for interconnection and unbundled elements.
The FCC requested the Eighth Circuit to stay the decision pending review by the
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Supreme Court. A stay was granted in September 2000. On January 23, 2001, the
Supreme Court granted certiorari and agreed to hear the appeal from the Eighth
Circuit. The Supreme Court will hear the case during its session that begins in
October 2001. If the FCC's rules are not reinstated it is possible that our
costs for incumbent local exchange carrier services, including interconnection
with the public switched telecommunications network, could increase. In
addition, Congress may consider legislation and the FCC has initiated a
proceeding that could greatly modify the current regime of payments for
interconnection. If legislation were enacted in the form under consideration in
the previous session of Congress, it could further reduce our costs for
interconnection.
On March 5, 2001, the United States Supreme Court agreed to hear a dispute
over whether Federal courts can review state public utility commission decisions
that arise when they arbitrate interconnection disputes between local exchange
carriers and competitive carriers. The Communications Act permits carriers to
appeal public utility commission decisions to United States District Courts.
Several state commissions have challenged whether this provision violates the
Eleventh Amendment, which gives states immunity from suits in Federal court.
Should the Supreme Court determine that states are immune from such suits in
Federal court, carriers would be limited in their challenges to state
arbitration decisions at the Federal court level.
Universal Service Funds. In its implementation of the Telecommunications
Act, the FCC established federal universal service requirements that affect
commercial mobile radio service operators. Under the FCC's rules, commercial
mobile radio service providers are potentially eligible to receive universal
service subsidies for the first time; however, they are also required to
contribute to both federal and state universal service funds. The rules adopted
by the FCC in its Universal Service orders require telecommunications carriers
generally (subject to limited exemptions) to contribute to funding existing
universal service programs for high cost carriers and low income customers and
to new universal service programs to support services to schools, libraries and
rural health care providers. The FCC has implemented a program to fund local
exchange carrier operations in high cost service non-rural areas that, in the
short run, preserves many of the existing subsidies. On December 22, 2000, the
Federal-State Joint Board on Universal Service forwarded to the FCC
recommendations of the Rural Task Force on Universal Service, referred to as the
"RTF", for implementing a rural universal service plan. Among the
recommendations of the RTF is the use of embedded-cost mechanisms, not
forward-looking tools, to set rural high-cost support. The RTF proposal also
calls for geographic disaggregation of costs and retaining but adjusting the cap
on high-cost support. The RTF proposal also supports increasing support for the
provision of advanced services. An expansion of the services covered by the
Universal Service Fund could substantially increase the contributions Triton and
other carriers make to the fund. This subsidy mechanism, if adopted, could
provide an additional source of revenue to those local exchange carriers or
other carriers willing and able to provide service to those markets that are
less financially desirable. Regardless of our ability to receive universal
service funding for the supported services we provide, we are required to fund
these federal programs based on our end user telecommunications revenue and also
may be required to contribute to state universal service programs.
Number Portability. The FCC has adopted rules on telephone number
portability that will enable customers to migrate their landline and cellular
telephone numbers to cellular or personal communications services providers and
from a cellular or personal communications services provider to another service
provider. The deadline for compliance with this requirement is November 24,
2002, subject to any later determination that an earlier implementation of
number portability is necessary to conserve telephone numbers.
Electronic Surveillance. The FCC has also adopted rules requiring providers
of wireless services that are interconnected to the public switched telephone
network to provide functions to facilitate electronic surveillance by law
enforcement officials. The Communications Assistance for Law Enforcement Act
requires telecommunications carriers to modify their equipment, facilities, and
services to ensure that they are able to comply with authorized electronic
surveillance. These modifications were required to be completed by June 30,
2000, unless carriers were granted temporary waivers, which Triton and many
other wireless providers requested. The FCC has extended the compliance deadline
for wireless providers, including Triton, whose waiver requests met certain
specified requirements until March 31, 2001, subject to any subsequent
determinations the FCC may make. Carriers must implement additional capabilities
by September 30, 2001. In light of a court decision overturning certain
substantive requirements, a petition seeking to suspend the compliance dates has
been filed at the FCC. The September 30, 2001 compliance date for the
Communications Assistance for Law Enforcement Act capabilities remains in
question.
Number Pooling. In addition, there are significant ongoing controversies
concerning numbering resources. In March and December 2000, the FCC released
orders establishing rules intended to promote the efficient use of numbering
resources while ensuring that all carriers have access to the numbering
resources they need to compete effectively and a further notice of proposed
rulemaking seeking additional comments and supporting data on certain issues.
The orders adopt a mandatory requirement for carriers to share blocks of
telephone numbers (known as "number pooling"), which today are assigned in
groups of 10,000. The orders defer this requirement for wireless providers until
the time when those providers will be required to implement number portability,
which is November 24, 2002. The orders also adopt a requirement for carriers to
meet usage thresholds before requesting new telephone numbers and gives states
new authority to reclaim unused blocks of telephone numbers. In particular, the
FCC adopted a utilization threshold--the percentage of already-assigned
telephone numbers a carrier must use before asking for more numbering resources
- -- of 60%, effective three months after the December 2000 order is published in
the Federal Register, which eventually increases to 75% in increments of 5% over
the next three years. The orders also extend the period that telephone numbers
could be reserved by carriers from 45 to 180 days and establish a five-year
contract term for the number pooling administrator.
In the December, 2000 order, the FCC also seeks comment on several issues,
including modification of the current prohibition on service-specific and
technology-specific overlays, and whether states should be permitted to
implement such overlays subject to certain conditions. The further notice also
seeks comment on the extent of the FCC's authority over rate center
consolidation, which typically has been reserved to the states.
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In addition, the FCC has shown a willingness to delegate to the states a
larger role in telephone number conservation measures. Examples of state
conservation methods include number pooling and number rationing. Number pooling
is especially problematic for wireless providers because it is dependent on
number portability technology.
Since mid-1999, the FCC has granted interim number conservation authority
to several state commissions, including Ohio, Wisconsin, Texas, New Hampshire,
Connecticut, California, Florida, Maine, Massachusetts, New York, Arizona,
Colorado, Iowa, Missouri, Nebraska, North Carolina, Oregon, Pennsylvania,
Tennessee, Utah, Virginia, and Washington. Any state actions under these waivers
must be consistent with the FCC's numbering optimization orders.
Rate Integration. The FCC has determined that the interstate, interexchange
offerings, commonly referred to as long distance, of commercial mobile radio
service providers are subject to the interstate, interexchange rate averaging
and integration provisions of the Communications Act. Rate averaging requires
carriers to average our interstate long distance commercial mobile radio service
rates between high cost and urban areas. The U.S. Court of Appeals for the
District of Columbia Circuit, however, rejected the FCC's application of its
rate integration requirements to wireless carriers. The court remanded the issue
back to the FCC for further consideration of whether CMRS carriers should be
required to average their long distance rates across all U.S. territories. This
proceeding remains pending.
Privacy. The FCC has adopted rules limiting the use of customer proprietary
network information by telecommunications carriers, including Triton, in
marketing a broad range of telecommunications and other services to their
customers and the customers of affiliated companies. The rules give wireless
carriers discretion to use customer proprietary network information, without
customer approval, to market all information services used in the provision of
wireless services. The FCC also allowed all telephone companies to use customer
proprietary network information to solicit lost customers. While all carriers
must establish a customer's approval prior to using customer proprietary network
information for purposes not explicitly permitted by the rules, the specific
details of gathering and storing this approval are now left to the carriers. The
FCC's order was issued following a decision by the U.S. Court of Appeals for the
10th Circuit, which overturned the FCC's rules, but not the underlying statute,
on First Amendment grounds. Because the 10th Circuit did not invalidate the
customer proprietary network information provision in the Communications Act,
carriers are still obligated under the Communications Act not to misuse customer
proprietary network information.
Billing. The FCC has adopted rules governing customer billing by commercial
mobile radio services providers. The FCC adopted detailed billing rules for
landline telecommunications service providers and extended some of those rules
to commercial mobile radio services providers. Commercial mobile radio service
providers must comply with two fundamental rules: (i) clearly identify the name
of the service provider for each charge; and (ii) display a toll-free inquiry
number for customers on all "paper copy" bills.
Access for Individuals with Disabilities. The FCC has adopted an order that
determines the obligations of telecommunications carriers to make their services
accessible to individuals with disabilities. The order requires
telecommunications services providers, including Triton, to offer equipment and
services that are accessible to and useable by persons with disabilities, if
that equipment can be made available without much difficulty or expense. The
rules require us to develop a process to evaluate the accessibility, usability
and compatibility of covered services and equipment. While we expect our vendors
to develop equipment compatible with the rules, we cannot assure you that we
will not be required to make material changes to our network, product line, or
services.
Calling Party Pays. In June 1999, the FCC initiated an administrative
rulemaking proceeding to help facilitate the offering of calling party pays as
an optional wireless service. Under the calling party pays service, the party
placing the call to a wireless customer pays the wireless airtime charges. Most
wireless customers in the U.S. now pay both to place calls and to receive them.
Adoption of a workable system that permits calling party pays to be offered on a
nationwide basis by all commercial mobile radio service providers could make
commercial mobile radio service providers more competitive with traditional
landline telecommunications providers for the provision of regular telephone
service.
State Regulation and Local Approvals
The states in which we operate do not regulate wireless service at this
time. In the 1993 Budget Act, Congress gave the FCC the authority to preempt
states from regulating rates or entry into commercial mobile radio service,
including cellular and personal communications services. The FCC, to date, has
denied all state petitions to regulate the rates charged by commercial mobile
radio service providers. States may, however, regulate the other terms and
conditions of commercial mobile radio service. State and local governments are
permitted to manage public rights of way and can require fair and reasonable
compensation from telecommunications providers, including personal
communications services providers, so long as the compensation required is
publicly disclosed by the government. The sitting of cells/base stations also
remains subject to state and local jurisdiction, although proceedings are
pending at the FCC relating to the scope of that authority. States also may
impose competitively neutral requirements that are necessary for universal
service or to defray the costs of state emergency 911 services programs, to
protect the public safety and welfare, to ensure continued service quality and
to safeguard the rights of consumers. While a state may not impose requirements
that effectively
16
function as barriers to entry or create a competitive disadvantage, the scope of
state authority to maintain existing or to adopt new such requirements is
unclear.
There are several state and local legislative initiatives that are underway
to ban the use of wireless phones in motor vehicles. Tennessee, Nebraska,
Maryland, Arizona, New York, Oregon and Virginia are considering state-wide
initiatives. San Francisco, Chicago and several counties in New York are
considering similar actions. Officials in a handful of communities, including
Marlboro Township, New Jersey, Lebanon, Pennsylvania, and Brooklyn, Ohio, have
enacted ordinances banning or restricting the use of cell phones by drivers.
Recently, Suffolk County, New York became the first county in the United States
to enact a ban on the use of wireless phones while driving. Westchester County,
New York enacted a similar law in February 2001. Should this become a nationwide
initiative, commercial mobile radio service providers could experience a decline
in the number of minutes of use by subscribers.
The foregoing does not purport to describe all present and proposed
federal, state and local regulations and legislation relating to the wireless
telecommunications industry. Other existing federal regulations, copyright
licensing and, in many jurisdictions, state and local franchise requirements are
the subject of a variety of judicial proceedings, legislative hearings and
administrative and legislative proposals that could change, in varying degrees,
the manner in which wireless providers operate. Neither the outcome of these
proceedings nor their impact upon our operations or the wireless industry can be
predicted at this time.
Competition
We compete directly with two cellular providers and other personal
communications services providers in each of our markets except Myrtle Beach,
where we are one of two cellular providers, and against enhanced specialized
mobile radio providers in some of our markets. These cellular providers have an
infrastructure in place and have been operational for a number of years, and
some of these competitors have greater financial, technical resources and
spectrum than we do. These cellular operators may upgrade their networks to
provide services comparable to those we offer. The technologies primarily
employed by our digital competitors are code division multiple access and global
system for mobile communications, two competing digital wireless standards.
We also compete with personal communications services license holders in
each of our markets. We also expect to face competition from other existing
communications technologies such as specialized mobile radio and enhanced
specialized mobile radio, which is currently employed by Nextel Communications,
Inc. in our licensed area. Although the FCC originally created specialized
mobile radio as a non-interconnected service principally for fleet dispatch, in
the last decade it has liberalized the rules to permit enhanced specialized
mobile radio, which, in addition to dispatch service, can offer services that
are functionally equivalent to cellular and personal communications services and
may be less expensive to build and operate than personal communications services
systems.
We expect competition to intensify as a result of the consolidation of the
industry, the entrance of new competitors, the development of new technologies,
products and services and the auction of additional spectrum. The wireless
communications industry has been experiencing significant consolidation, and we
expect that this trend will continue. For example, Cingular Wireless,
Voicestream and Verizon Wireless have all been recently formed as national
carriers from the combination of several smaller carriers, which has doubled the
number of large national wireless competitors. This consolidation trend may
create additional large, well-capitalized competitors with substantial
financial, technical, marketing and other resources.
The FCC requires all cellular and personal communications services
licensees to provide service to resellers. A reseller provides wireless service
to customers but does not hold a FCC license or own facilities. Instead, the
reseller buys blocks of wireless telephone numbers and capacity from a licensed
carrier and resells service through its own distribution network to the public.
Thus, a reseller is both a customer of a wireless licensee's services and a
competitor of that licensee. Several small resellers currently compete with us
in our licensed area. With respect to cellular and personal communications
services license, the resale obligations terminate five years after the last
group of initial licenses of currently allotted personal communications services
spectrum were awarded. Accordingly, our resale obligations end on November 24,
2002, although licensees will continue to be subject to the provisions of the
Communications Act requiring non-discrimination among customers. We have also
agreed to permit AT&T Wireless to resell our services.
In September 2001, the FCC has scheduled the 700 MHz auction, which is
exempt from spectrum cap limitations. Some applicants have received and others
are seeking FCC authorization to construct and operate global satellite networks
to provide domestic and international mobile communications services from
geostationary and low-earth-orbit satellites.
Our ability to compete successfully will depend, in part, on our ability to
anticipate and respond to various competitive factors affecting the industry,
including new services that may be introduced, changes in consumer preferences,
demographic trends, economic conditions and competitors' discount pricing
strategies, all of which could adversely affect our operating margins. We plan
to use our digital feature offerings, coast-to-coast digital wireless network
through our AT&T Wireless affiliation, contiguous presence providing an expanded
home-rate billing area and local presence in secondary markets to combat
potential competition. We
17
expect that our extensive digital network, once deployed, will provide cost-
effective means to react effectively to any price competition.
Intellectual Property
The AT&T globe design logo is a service mark owned by AT&T and registered
with the United States Patent and Trademark Office. Under the terms of our
license agreement with AT&T, we use the AT&T globe design logo and certain other
service marks of AT&T royalty-free in connection with marketing, offering and
providing wireless mobility telecommunications services using time division
multiple access digital technology and frequencies licensed by the FCC to end-
users and resellers within our licensed area. The license agreement also grants
us the right to use the licensed marks on certain permitted mobile phones.
AT&T has agreed not to grant to any other person a right or license to
provide or resell, or act as agent for any person offering, those licensed
services under the licensed marks in our licensed area except:
. to any person who resells, or acts as our agent for, licensed services
provided by us, or
. any person who provides or resells wireless communications services to
or from specific locations such as buildings or office complexes, even
if the applicable subscriber equipment being used is capable of
routine movement within a limited area and even if such subscriber
equipment may be capable of obtaining other telecommunications
services beyond that limited area and handing-off between the service
to the specific location and those other telecommunications services.
In all other instances, AT&T reserves for itself and its affiliates the
right to use the licensed marks in providing its services whether within or
outside of our licensed area.
The license agreement contains numerous restrictions with respect to the
use and modification of any of the licensed marks.
We have entered into an agreement with TeleCorp PCS to adopt and use a
common regional brand name, SunCom. Under this agreement, we have formed
Affiliate License Company with TeleCorp PCS for the purpose of sharing ownership
of and maintaining the SunCom brand name. Each company shares in the ownership
of the SunCom brand name and the responsibility of securing protection for the
SunCom brand name in the United States Patent and Trademark Office, enforcing
our rights in the SunCom brand name against third parties and defending against
potential claims against the SunCom brand name. The agreements provide
parameters for each company's use of the SunCom brand name, including certain
quality control measures and provisions in the event that either of these
company's licensing arrangements with AT&T is terminated.
An application for registration of the SunCom brand name was filed in the
United States Patent and Trademark Office on September 4, 1998, and the
application is pending. Affiliate License Company owns the application for the
SunCom brand name. The application has undergone a preliminary examination at
the United States Patent and Trademark Office, and no pre-existing registrations
or applications were raised as a bar or potential bar to the registration of the
SunCom brand name.
Employees
As of December 31, 2000, we had 1,370 employees. We believe our relations
with our employees are good.
ITEM 2. PROPERTIES
Triton maintains its executive offices in Berwyn, Pennsylvania. We also
maintain two regional offices in Richmond, Virginia and Charleston, South
Carolina. We lease these facilities.
ITEM 3. LEGAL PROCEEDINGS
We are not a party to any lawsuit or proceeding which, in management's
opinion, is likely to have a material adverse effect on our business or
operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
18
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Triton's Class A common stock is traded on the Nasdaq National Market under
the symbol "TPCS". The following table indicates the high and low closing sales
prices for the Class A common stock as reported by the Nasdaq National Market
since the Class A common stock began trading publicly on October 28, 1999 for
each of the periods indicated:
Low High
--- ----
Year Ended December 31, 1999
Fourth Quarter (from October 28, 1999) $18.000 $47.1875
Year Ended December 31, 2000
First Quarter $39.375 $68.875
Second Quarter 37.875 60.000
Third Quarter 25.000 59.250
Fourth Quarter 25.9375 52.375
Triton has not paid any cash dividends on its Class A common stock since
its inception and does not anticipate paying any cash dividends in the
foreseeable future. Our ability to pay dividends is restricted by the terms of
our preferred stock, our indentures and our credit facility. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations-
Liquidity and Capital Resources-Credit Facility" and "-Senior Subordinated
Notes."
As of March 5, 2001, Triton had approximately 6,094 stockholders of its
Class A common stock and one stockholder of its Class B non-voting common stock.
ITEM 6. SELECTED FINANCIAL DATA
The following tables present selected financial data derived from audited
financial statements of Triton for the period from March 6, 1997 to December 31,
1997 and for the years ended December 31, 1998, 1999 and 2000. In addition,
subscriber data for the same periods is presented. The following financial
information is qualified by reference to and should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the financial statements and related notes appearing elsewhere
in this report.
March 6, 1997 Year Ended December 31,
through ------------------------------------
December 31, 1997 1998 1999 2000
----------------- ---------- --------- --------
(in thousands, except share data)
Statement of Operations Data:
Revenues:
Service........................................................... $ - $ 11,172 $ 63,545 $ 224,312
Roaming........................................................... - 4,651 44,281 98,492
Equipment......................................................... - 755 25,405 34,477
---------- ---------- ---------- ----------
Total revenues................................................. - 16,578 133,231 357,281
========== ========== ========== ==========
Expenses:
Costs of services and equipment (excluding noncash compensation of $0, $0,
$142 and $1,026 for the periods ended December 31, 1997, 1998,
1999 and 2000, respectively) ....................................... - 10,466 107,521 194,686
Selling and marketing (excluding noncash compensation of $0, $0, $213
and $1,274 for the periods ended December 31, 1997, 1998, 1999 and
2000, respectively)................................................. - 3,260 59,580 100,403
General and administrative (excluding noncash compensation of $0,
$1,120, $2,954 and $5,967 for the periods ended December 31, 1997,
1998, 1999 and 2000, respectively).................................. 2,736 15,589 42,354 84,682
Non-cash compensation............................................... - 1,120 3,309 8,267
Depreciation and amortization....................................... 5 6,663 45,546 94,131
---------- ---------- ---------- ----------
Total operating expenses.......................................... 2,741 37,098 258,310 482,169
---------- ---------- ---------- ----------
Loss from operations................................................. (2,741) (20,520) (125,079) (124,888)
19
Interest and other expense........................................... 1,228 30,391 41,061 56,229
Interest and other income............................................ 8 10,635 4,852 4,957
Gain on sale of property, equipment and marketable securities, net... - - 11,928 -
---------- ---------- ----------- ----------
Loss before taxes.................................................... (3,961) (40,276) (149,360) (176,160)
Income tax (benefit) expense......................................... - (7,536) - 746
---------- ---------- ----------- ----------
Net loss............................................................. $ (3,961) $ (32,740) $ (149,360) $ (176,906)
Accretion of preferred stock......................................... - 6,853 8,725 9,865
---------- ---------- ----------- ----------
Net loss available to common stockholders............................ $ (3,961) (39,593) $ (158,085) $ (186,771)
========== ========== =========== ===========
Net loss per common share (basic and diluted)........................ $ (1.25) $ (8.18) $ (9.79) $ (3.01)
========== ========== =========== ===========
Weighted average common shares outstanding (basic and diluted)....... 3,159,418 4,841,520 16,142,482 62,058,844
========== ========== =========== ===========
As of December 31,
-------------------------------------------------------------
1997 1998 1999 2000
-------------------------------------------------------------
(in thousands)
Balance Sheet Data:
Cash and cash equivalents.......................................... $ 11,362 $ 146,172 $ 186,251 $ 1,617
Working capital (deficiency)....................................... (5,681) 146,192 134,669 (54,305)
Property, plant and equipment, net................................. 473 198,953 421,864 662,990
Intangible assets, net............................................. 1,249 308,267 315,538 300,161
Total assets....................................................... 13,253 686,859 979,797 1,065,890
Long-term debt and capital lease obligations....................... - 465,689 504,636 728,485
Redeemable preferred stock......................................... - 80,090 94,203 104,068
Shareholders' (deficit) equity..................................... (3,959) 95,889 233,910 55,437
March 6, 1997
through Year Ended December 31,
----------------------------------------
December 31, 1997 1998 1999 2000
----------------- --------- --------- ----------
(in thousands, except subscriber data)
Other Data:
Subscribers (end of period)....................................... - 33,844 195,204 446,401
EBITDA(1)......................................................... $ (2,736) $ (12,737) $ (76,224) $ (22,490)
Cash flows from:
Operating activities............................................ $ (1,077) $ (4,130) $ (72,549) $ (61,242)
Investing activities............................................ (478) (372,372) (170,511) (303,334)
Financing activities............................................ 12,917 511,312 283,139 179,942
(1) "EBITDA" is defined as operating loss plus depreciation and amortization
expense and non-cash compensation. EBITDA is a key financial measure but should
not be construed as an alternative to operating income, cash flows from
operating activities or net income (or loss), as determined in accordance with
generally accepted accounting principles. EBITDA is not a measure determined in
accordance with generally accepted accounting principles. We believe that EBITDA
is a standard measure commonly reported and widely used by analysts and
investors in the wireless communications industry. However, our method of
computation may or may not be comparable to other similarly titled measures of
other companies.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Introduction
The following discussion and analysis is based upon our financial
statements as of the dates and for the periods presented in this section. You
should read this discussion and analysis in conjunction with our financial
statements and the related notes contained elsewhere in this report.
20
We were incorporated in October 1997. In February 1998, we entered into a
joint venture with AT&T Wireless. As part of the agreement, AT&T Wireless
contributed to us personal communications services licenses covering 20 MHz of
authorized frequencies in a contiguous geographic area encompassing portions of
Virginia, North Carolina, South Carolina, Tennessee, Georgia and Kentucky in
exchange for an equity position in Triton. As part of the transaction, we were
granted the right to be the exclusive provider of wireless mobility services
using equal emphasis co-branding with AT&T within our region.
On June 30, 1998, we acquired an existing cellular system serving Myrtle
Beach and the surrounding area from Vanguard Cellular Systems of South Carolina,
Inc. In connection with this acquisition, we began commercial operations and
earning recurring revenue in July 1998. We integrated the Myrtle Beach system
into our personal communications services network as part of our Phase I network
deployment. Substantially all of our revenues prior to 1999 were generated by
cellular services provided in Myrtle Beach. Our results of operations do not
include the Myrtle Beach system prior to our acquisition of that system.
We began generating revenues from the sale of personal communications
services in the first quarter of 1999 as part of Phase I of our personal
communications services network build-out. Our network build-out is scheduled
for three phases. We completed the first phase of our build-out in the first
half of 1999 with the launch of 15 markets and completed the second phase during
the first quarter of 2000 launching 21 additional markets. We are in the third
phase of our network build-out, which focuses on covering major highways linking
the cities in our licensed area, as well as neighboring cities where AT&T
Wireless and other carriers use compatible wireless technology. This phase,
which is expected to be completed by year-end 2001, has included the launch of
one additional market in our licensed area.
Revenue
We derive our revenue from the following sources:
. Service. We sell wireless personal communications services. The various
types of service revenue associated with wireless communications
services for our subscribers include monthly recurring charges and
monthly non-recurring airtime charges for local, long distance and
roaming airtime used in excess of pre-subscribed usage. Our customers'
roaming charges are rate plan dependent and based on the number of
pooled minutes included in their plans. Service revenue also includes
monthly non-recurring airtime usage charges associated with our prepaid
subscribers and non-recurring activation and de-activation service
charges.
. Equipment. We sell wireless personal communications handsets and
accessories that are used by our customers in connection with our
wireless services.
. Roaming. We charge per minute fees to other wireless telecommunications
companies for their customers' use of our network facilities to place
and receive wireless services.
We believe our roaming revenues will be subject to seasonality. We expect
to derive increased revenues from roaming during vacation periods, reflecting
the large number of tourists visiting resorts in our coverage area. We believe
that our equipment revenues will also be seasonal, as we expect sales of
telephones to peak in the fourth quarter, primarily as a result of increased
sales during the holiday season. Although we expect our overall revenues to
increase due to increasing roaming minutes, our per-minute roaming revenue will
decrease over time according to the terms of our agreements with AT&T Wireless.
Costs and Expenses
Our costs of services and equipment include:
. Equipment. We purchase personal communications services handsets and
accessories from third party vendors to resell to our customers for use
in connection with our services. Because we subsidize the sale of
handsets to encourage the use of our services, the cost of handsets is
higher than the resale price to the customer. We do not manufacture any
of this equipment.
. Roaming Fees. We incur fees to other wireless communications companies
based on airtime usage by our customers on other wireless communications
networks.
. Transport and Variable Interconnect. We incur charges associated with
interconnection with other wireline and wireless carriers' networks.
These fees include monthly connection costs and other fees based on
minutes of use by our customers.
. Variable Long Distance. We pay usage charges to other communications
companies for long distance service provided to our customers. These
variable charges are based on our subscribers' usage, applied at
pre-negotiated rates with the other carriers.
. Cell Site Costs. We incur expenses for the rent of towers, network
facilities, engineering operations, field technicians, and related
utility and maintenance charges.
21
Recent industry data indicate that transport, interconnect, roaming and
long distance charges that we currently incur will continue to decline, due
principally to competitive pressures and new technologies. Cell site costs are
expected to increase due to escalation factors included in the lease agreements.
Other expenses include:
. Selling and Marketing. Our selling and marketing expense includes the
cost of brand management, external communications, retail distribution,
sales training, direct, indirect, third party and telemarketing support.
. General and Administrative. Our general and administrative expense
includes customer care, billing, information technology, finance,
accounting, legal services, network implementation, product development,
and engineering management. Functions such as customer care, billing,
finance, accounting and legal services are likely to remain centralized
in order to achieve economies of scale.
. Depreciation and Amortization. Depreciation of property and equipment is
computed using the straight-line method, generally over three to twelve
years, based upon estimated useful lives. Leasehold improvements are
amortized over the lesser of the useful lives of the assets or the term
of the lease. Network development costs incurred to ready our network
for use are capitalized. Amortization of network development costs
begins when the network equipment is ready for its intended use and is
amortized over the estimated useful life of the asset. Our personal
communications services licenses and our cellular license are being
amortized over a period of 40 years.
. Non-cash Compensation. As of December 31, 2000, we recorded $42.2
million of deferred compensation associated with the issuances of our
common and preferred stock to employees. The compensation is being
recognized over five years as the stock vests.
. Interest Income (Expense) and other. Interest income is earned primarily
on our cash and cash equivalents. Interest expense through December 31,
2000 consists of interest on our credit facility and 2008 notes, net of
capitalized interest. Other expenses include amortization of certain
financing charges.
Our ability to improve our margins will depend on our ability to manage our
variable costs, including selling, general and administrative expense, costs per
gross added subscriber and costs of building out our network. We expect our
operating costs to grow as our operations expand and our customer base and call
volumes increase. Over time, these expenses should represent a reduced
percentage of revenues as our customer base grows. Management will focus on
application of systems and procedures to reduce billing expense and improve
subscriber communication. These systems and procedures will include debit
billing, credit card billing, over-the-air payment and Internet billing systems.
Investment in Lafayette Communications
We own a 39% equity investment in Lafayette Communications LLC, which
through separate transactions has agreed to acquire licenses in 30 BTAs
throughout the Company's service area. Because we do not control Lafayette
Communications, we account for our investment on the equity method and record
our proportionate share of its losses or income in our income statement. We
anticipate that we will lend Lafayette Communications approximately $230.0
million to finance the purchases of the licenses. We will record as income any
interest due from Lafayette Communications under its loan.
Results of Operations
Year ended December 31, 2000 compared to the year ended December 31, 1999
Net subscriber additions were 251,197 and 161,360 for the years ended
December 31, 2000 and 1999, respectively. Subscribers were 446,401 and 195,204
as of December 31, 2000 and 1999, respectively. The increase in subscribers was
primarily due to offering twelve months of service in the 27 markets launched as
of December 31, 1999 as part of our Phase I and Phase II build-out, launching 10
additional markets between December 31, 1999 and December 31, 2000 as part of
the Phase II and Phase III network build-out, and continued strong demand for
our digital service offerings and pricing plans.
The wireless industry typically generates a higher number of subscriber
additions and handset sales in the fourth quarter of each year compared to the
other quarters. This is due to the use of retail distribution, which is
dependent on the holiday shopping season, the timing of new products and service
introductions, and aggressive marketing and sales promotions.
22
Subscriber churn was 1.80% and 1.86% for the years ended December 31, 2000
and 1999, respectively. We believe that our churn rate remains consistently low
due to our high quality system performance, our commitment to quality customer
service and our focused collection efforts.
Average revenue per user was $60.99 and $57.81 for the years ended
December 31, 2000 and 1999, respectively. We continue to focus on attracting new
customers with rate plans that provide more value to the customer at a higher
average customer bill.
Total revenue was $357.3 million and $133.2 million for the years ended
December 31, 2000 and 1999, respectively. Service revenue was $224.3 million and
$63.5 million for the years ended December 31, 2000 and 1999, respectively. The
increase in service revenue of $160.8 million was due primarily to growth of
subscribers. Equipment revenue was $34.5 million and $25.4 million for the years
ended December 31, 2000 and 1999, respectively. The equipment revenues increase
of $9.1 million was due primarily to the increase in gross additions. Roaming
revenue was $98.5 million and $44.3 million for the years ended December 31,
2000 and 1999, respectively. The increase in roaming revenues of $54.2 million
was due to increased roaming minutes of use resulting from our continued network
build-out, partially offset by a contractual decrease in our service charge per
minute.
Cost of service was $125.3 million and $63.2 million for the years ended
December 31, 2000 and 1999, respectively. The increase in costs of service of
$62.1 million was due primarily to increased costs of expanding and maintaining
our wireless network to support an increase in the number of subscriber and
roamer minutes of use. Cost of equipment was $69.4 million and $44.3 million for
the years ended December 31, 2000 and 1999, respectively. The increase of $25.1
million was due primarily to an increase in subscriber additions.
Selling and marketing costs were $100.4 million and $59.6 million for the
years ended December 31, 2000 and 1999, respectively. The increase of $40.8
million was primarily due to the expansion of our sales distribution channels
and advertising and promotion costs associated with the additional markets
launched.
General and administrative expenses were $84.7 million and $42.4 million
for the years ended December 31, 2000 and 1999, respectively. The increase of
$42.3 million was primarily due to the development and growth of infrastructure
and staffing related to information technology, customer care, collections,
retention and other administrative functions established in conjunction with
launching additional markets and the corresponding growth in subscriber base.
EBITDA represents operating loss plus depreciation and amortization expense
and non-cash compensation. We believe EBITDA provides meaningful additional
information on our operating results and on our ability to service our long-term
debt and other fixed obligations as well as our ability to fund our continued
growth. EBITDA is considered by many financial analysts to be a meaningful
indicator of an entity's ability to meet its future financial obligations.
Growth in EBITDA is considered to be an indicator of future profitability,
especially in a capital-intensive industry such as wireless telecommunications.
EBITDA should not be construed as an alternative to operating income (loss) as
determined in accordance with United States GAAP, as an alternate to cash flows
from operating activities as determined in accordance with United States GAAP,
or as a measure of liquidity. EBITDA was a loss of $22.5 million and a loss of
$76.2 million for the years ended December 31, 2000 and 1999, respectively. The
decrease in the loss of $53.7 million resulted primarily from the items
discussed above.
Non-cash compensation expense was $8.3 million and $3.3 million for the
years ended December 31, 2000 and 1999, respectively. The increase of $5.0
million is attributable to the vesting of an increased number of restricted
shares.
Depreciation and amortization expenses were $94.1 million and $45.5
million for the years ended December 31, 2000 and 1999, respectively. The
increase of $48.6 million relates primarily to depreciation of our fixed assets
as well as the amortization on our personal communications services licenses and
AT&T agreements upon the commercial launch of our Phase II markets. Depreciation
will continue to increase as additional portions of our network are placed into
service.
Interest and other expense was $56.2 million, net of capitalized interest
of $9.5 million, for the year ended December 31, 2000. Interest and other
expense was $41.1 million, net of capitalized interest of $12.3 million, for the
year ended December 31, 1999. The increase of $15.1 million relates primarily to
additional draws on our credit facility totaling $182.8 million and less
capitalized interest as a result of assets placed into service. For the year
ended December 31, 2000, we had a weighted average interest rate of 10.98% on
our average borrowings under our bank credit facility and our average obligation
for the senior subordinated debt.
Interest income was $5.0 million and $4.9 million for the years ended
December 31, 2000 and 1999, respectively. The increase of $0.1 million was due
primarily to interest on slightly higher average cash balances.
Gain on sale of property, equipment and marketable securities was $11.9
million for the year ended December 31, 1999, relating primarily to the gain
recorded on the tower sale of $11.6 million, and the gain on the sale of
marketable securities of $1.0 million, partially offset by a $0.8 million loss
on the sale of furniture and fixtures. We recorded no gains or losses on the
sale of assets in 2000.
23
Net loss was $176.9 million and $149.4 million for the years ended December
31, 2000 and 1999, respectively. The net loss increase of $27.5 million resulted
primarily from the items discussed above.
Year ended December 31, 1999 compared to the year ended December 31, 1998
Total revenue was $133.2 million and $16.6 million for the years ended
December 31, 1999 and 1998, respectively. Service revenue was $63.5 million and
$11.2 million for the years ended December 31, 1999 and 1998, respectively.
Equipment revenue was $25.4 million and $0.8 million for the years ended
December 31, 1999 and 1998, respectively. Roaming revenue was $44.3 million and
$4.7 million for the years ended December 31, 1999 and 1998, respectively. This
revenue increase was primarily related to launching 27 markets as part of our
Phase I and Phase II network build-out.
Cost of service and equipment was $107.5 million and $10.5 million for the
years ended December 31, 1999 and 1998, respectively. These costs were primarily
related to launching 27 markets as part of our Phase I and Phase II network
build-out.
Selling and marketing expenses were $59.6 million and $3.3 million for the
years ended December 31, 1999 and 1998, respectively. The increase of $56.3
million was due to increased salary and benefit expenses for new sales and
marketing staff and advertising and promotion associated with launching 27
markets as part of our Phase I and Phase II network build-out.
General and administrative expenses were $42.4 million and $15.6 million
for the years ended December 31, 1999 and 1998, respectively. The increase of
$26.8 million was due to the development and growth of infrastructure and
staffing related to information technology, customer care and other
administrative functions incurred in conjunction with the commercial launch of
27 markets during 1999.
Non-cash compensation expense was $3.3 million and $1.1 million for the
years ended December 31, 1999 and 1998, respectively. This increase is
attributable to the issuance of additional shares in 1999 and to an increase in
the vesting of certain restricted shares as compared to the same period in 1998.
Depreciation and amortization expense was $45.5 million and $6.7 million
for the years ended December 31, 1999 and 1998, respectively. This increase of
$38.8 million was related to depreciation of our fixed assets, as well as the
initiation of amortization on personal communications services licenses and the
AT&T agreements upon the commercial launch of our Phase I and Phase II markets.
Interest expense was $41.1 million, net of capitalized interest of $12.3
million, and $30.4 million, net of capitalized interest of $3.5 million, for the
years ended December 31, 1999 and 1998, respectively. The increase is
attributable to increased borrowings as compared to the same period in 1998.
Interest income was $4.9 million and $10.6 million for the years ended
December 31, 1999 and 1998, respectively. This reduction is due primarily to
lower average cash balances resulting from the continued Phase I and Phase II
build-out.
Gain on sale of property, equipment and marketable securities was $11.9
million for the year ended December 31, 1999, relating primarily to the gain
recorded on the tower sale of $11.6 million, and the gain on the sale of
marketable securities of $1.0 million, partially off set by a $0.8 million loss
on the sale of furniture and fixtures. We recorded no gains on the sale of
assets in 1998.
Income tax benefit for years ended December 31, 1999 and 1998 was $0 and
$7.5 million, respectively. The decrease was due to the inability to recognize
additional tax benefits in 1999.
Net loss was $149.4 million and $32.7 million for the years ended December
31, 1999 and 1998, respectively. The net loss increased $116.7 million primarily
due to the initial launch of commercial service as discussed in the items above.
Year ended December 31, 1998 compared to the period from March 6, 1997
(inception) to December 31, 1997
Total revenue for the year ended December 31, 1998 was $16.6 million, which
was comprised of services, roaming and equipment revenues related to our Myrtle
Beach operations, which we acquired in June 1998. We had no revenue for the
period from March 6, 1997 to December 31, 1997.
Costs of services and equipment were $10.5 million for the year ended
December 31, 1998. These costs were associated with our Myrtle Beach operations.
We had no costs of services and equipment for the period from March 6, 1997 to
December 31, 1997.
24
Selling and marketing costs were $3.3 million for the year ended December
31, 1998, relating primarily to advertising, marketing and promotional
activities associated with our Myrtle Beach operations. We had no selling and
marketing expense for the period from March 6, 1997 to December 31, 1997.
General and administrative expenses increased by $12.9 million to $15.6
million for the year ended December 31, 1998, as compared to the period from
March 6, 1997 to December 31, 1997. The increase was due primarily to
administrative costs associated with the Myrtle Beach network and the
establishment of our corporate and regional operational infrastructure.
Non-cash compensation expense was $1.1 million for the year ended December
31, 1998, relating to the vesting of shares issued as compensation. We had no
non-cash compensation for the period from March 6, 1997 to December 31, 1997.
Depreciation and amortization expense was $6.7 million and $5,000 for year
ended December 31, 1998 and for the period from March 6, 1997 to December 31,
1997, respectively. This amount relates primarily to the depreciation of the
tangible and intangible assets acquired in the Myrtle Beach transaction and
amortization attributable to certain agreements executed in connection with the
AT&T Wireless joint venture.
Interest expense was $30.4 million, net of capitalized interest of $3.5
million, and $1.2 million for the year ended December 31, 1998 and for the
period from March 6, 1997 to December 31, 1997, respectively. No interest was
capitalized in 1997. This increase is attributable to increased borrowings in
the year ended December 31, 1998.
Interest and other income was $10.6 million and $8,000 for the year ended
December 31, 1998 and for the period from March 6, 1997 to December 31, 1997,
respectively. This amount relates primarily to interest income on our cash and
cash equivalents.
For the year ended December 31, 1998, we recorded a tax benefit of $7.5
million related to temporary deductible differences, primarily net operating
losses.
For the year ended December 31, 1998, our net loss was $32.7 million, as
compared to $4.0 million for the period from March 6, 1997 to December 31, 1997.
The net loss increased $28.7 million, resulting primarily from the items
discussed above.
Liquidity and Capital Resources
The construction of our network and the marketing and distribution of
wireless communications products and services have required, and will continue
to require, substantial capital. These capital requirements include license
acquisition costs, capital expenditures for network construction, funding of
operating cash flow losses and other working capital costs, debt service and
financing fees and expenses. We estimate that our total capital requirements,
assuming substantial completion of our network build-out, which will allow us to
offer services to nearly 100% of the potential customers in our licensed area,
and including loans to Lafayette Communications, from our inception until
December 31, 2001 will be approximately $1.7 billion, of which $500 million had
not yet been spent as of December 31, 2000. However, these capital requirements
do not include any additional capital requirements that may result from future
upgrades for advances in new technology, including with respect to advanced
wireless data services.
We believe that cash on hand and available credit facility borrowings will
be sufficient to meet our projected capital requirements through the completion
of our network build-out plan, including loans to Lafayette Communications.
Although we estimate that these funds will be sufficient to build out our
network and to enable us to offer services to nearly 100% of the potential
customers in our licensed area, it is possible that additional funding will be
necessary.
Preferred Stock. As part of our joint venture agreement with AT&T Wireless,
we issued 732,371 shares of our Series A preferred stock to AT&T Wireless PCS.
The Series A preferred stock provides for cumulative dividends at an annual rate
of 10% on the $100 liquidation value per share plus unpaid dividends. These
dividends accrue and are payable quarterly; however, we may defer all cash
payments due to the holders until June 30, 2008, and quarterly dividends are
payable in cash thereafter. To date, all such dividends have been deferred. The
Series A preferred stock is redeemable at the option of its holders beginning in
2018 and at our option, at its liquidation value plus unpaid dividends on or
after February 4, 2008. On and after February 4, 2006, the Series A preferred
stock is also convertible at the option of its holders for shares of Class A
common stock having a market value equal to the liquidation value plus unpaid
dividends on the Series A preferred stock. We may not pay dividends on, or,
subject to specified exceptions, repurchase shares of, our common stock without
the consent of the holders of the Series A preferred stock.
25
Credit Facility. On February 3, 1998, Triton PCS entered into a loan
agreement that provided for a senior secured bank facility with a group of
lenders for an aggregate amount of $425.0 million of borrowings. On September
22, 1999 and September 14, 2000, Triton PCS entered into amendments and
restatements of that loan agreement. The amount of credit currently available to
Triton PCS has been increased to $750.0 million. The bank facility provides for:
. a $175.0 million senior secured Tranche A term loan maturing on August
4, 2006;
. a $150.0 million senior secured Tranche B term loan maturing on May 4,
2007;
. a $175.0 million senior secured Tranche C term loan maturing on August
4, 2006;
. a $150.0 million senior secured Tranche D term loan maturing on August
4, 2006; and
. a $100.0 million senior secured revolving credit facility maturing on
August 4, 2006.
The terms of the bank facility will permit Triton PCS, subject to various
terms and conditions, including compliance with specified leverage ratios and
satisfaction of build-out and subscriber milestones, to draw up to $750.0
million to finance working capital requirements, capital expenditures, permitted
acquisitions and other corporate purposes. The borrowings under these facilities
are subject to customary terms and conditions. As of December 31, 2000, we had
drawn $150.0 million under the Tranche A term loan, $150.0 million under the
Tranche B term loan and $32.8 million under the revolving credit facility.
Triton PCS must begin to repay the term loans in quarterly installments,
beginning on February 4, 2002, and the commitments to make loans under the
revolving credit facility are automatically and permanently reduced beginning on
August 4, 2004. In addition, the credit facility requires Triton PCS to make
mandatory prepayments of outstanding borrowings under the credit facility,
commencing with the fiscal year ending December 31, 2001, based on a percentage
of excess cash flow and contains financial and other covenants customary for
facilities of this type, including limitations on investments and on Triton
PCS's ability to incur debt and pay dividends.
Senior Subordinated Notes. On May 7, 1998, Triton PCS completed an offering
of $512.0 million aggregate principal amount at maturity of 11% senior
subordinated discount notes due 2008 under Rule 144A of the Securities Act. The
proceeds of the offering, after deducting the initial purchasers' discount, were
$291.0 million. The notes are guaranteed by all of Triton PCS's subsidiaries.
The indenture for the notes contains customary covenants, including covenants
that limit our subsidiaries' ability to pay dividends to us, make investments
and incur debt. The indenture also contains customary events of default.
On January 19, 2001, Triton PCS completed an offering of $350.0 million
aggregate principal amount at maturity of 9 3/8% senior subordinated notes due
2011 under Rule 144A of the Securities Act. The proceeds of the offering, after
deducting the initial purchasers' discount and estimated expenses, were $337.5
million. The notes are guaranteed by all of our subsidiaries. The indenture for
the notes contains customary covenants, including covenants that limit our
subsidiaries' ability to pay dividends to us, make investments and incur debt.
The indenture also contains customary events of default. Triton PCS has agreed
to file a registration statement to register substantially identical notes to be
exchanged for the outstanding notes on or before April 19, 2001, to have the
registration statement declared effective on or prior to June 18, 2001 and to
use our commercially reasonable efforts to complete the registered exchange
offer prior to July 18, 2001. If Triton PCS fails to complete one or more of
these tasks in a timely manner, we will have to pay penalty interest on the
notes until such default is cured.
Equity Offering. On February 28, 2001, we issued and sold 3,500,000 shares
of Class A common stock in a public offering at $32.00 per share and raised
approximately $106.1 million, net of $5.9 million of costs.
Historical Cash Flow. As of December 31, 2000, we had $1.6 million in cash
and cash equivalents, as compared to $186.3 million in cash and cash equivalents
at December 31, 1999. Net working capital was $(54.3) million at December 31,
2000 and $134.7 million at December 31, 1999. The $61.2 million of cash used in
operating activities during the year ended December 31, 2000 was the result of
our net loss of $176.9 million and $37.4 million of cash used by changes in
working capital and other long-term assets, partially offset by $153.1 million
of depreciation and amortization, accretion of interest, non-cash compensation,
deferred income taxes and bad debt expense. The $303.3 million of cash used by
investing activities during the year ending December 31, 2000 was related to
capital expenditures associated with our Phase II and Phase III network
build-out. These capital expenditures were made primarily to enhance and expand
our wireless network in order to increase capacity and to satisfy subscriber
needs and competitive requirements. We will continue to upgrade our network
capacity and service quality to support our anticipated subscriber growth. The
$180.0 million provided by financing activities during the year ended December
31, 2000 relates primarily to our $182.8 million draw against our credit
facility.
26
As of December 31, 1999, Triton had $186.3 million in cash and cash
equivalents, as compared to $146.2 million in cash and cash equivalents at
December 31, 1998. Net working capital was $134.7 million at December 31, 1999
and $146.2 million at December 31, 1998. The $72.5 million of cash used in
operating activities during the year ended December 31, 1999 was the result of
our net loss of $149.4 million partially offset by $77.9 million of depreciation
and amortization, gain on sale of property, equipment and marketable securities,
accretion of interest, non-cash compensation and bad debt expense. The $170.5
million of cash used by investing activities during the year ended December 31,
1999 relates primarily to capital expenditures of $264.8 million associated with
our Phase I and Phase II network build-out, partially offset by $69.7 million of
cash proceeds from our sale of property and equipment and net proceeds of $24.6
million on the sale of marketable securities. The $283.1 million provided by
financing activities during the year ended December 31, 1999 relates primarily
to the $190.2 million of net proceeds from our initial public offering and $95.0
million of proceeds from the issuance of stock in connection with a private
equity investment.
As of December 31, 1998, Triton had $146.2 million in cash and cash
equivalents, as compared to $11.4 million in cash and cash equivalents at
December 31, 1997. Net working capital was $146.2 million at December 31, 1998.
The $4.1 million of cash used in operating activities during the year ended
December 31, 1998 was the result of our net loss of $32.7 million partially
offset by $5.1 million of cash provided by changes in working capital and $23.5
million of depreciation and amortization, deferred income taxes, accretion of
interest, non-cash compensation and bad debt expense. The $372.4 million of cash
used by investing activities during the year ended December 31, 1998 relates
primarily to capital expenditures of $87.7 million associated with our Phase I
network build-out, $261.0 million of cash used to acquire the Myrtle Beach and
Norfolk markets and $23.6 million purchase of marketable securities. The $511.3
million provided by financing activities during the year ended December 31, 1998
relates primarily to the $291.0 million of proceeds from Triton PCS's 11%
subordinated debt offering, $49.4 million of proceeds from the issuance of stock
in connection with the Myrtle Beach and Norfolk transactions, $33.3 million of
proceeds from the issuance of stock in connection with a private equity
investment and a $150.0 million draw against Triton PCS's credit facility.
New Accounting Pronouncements
Beginning in the first quarter of 2001, Triton is required to adopt
Statement of Accounting Standards (SFAS) No. 133, "Accounting for Derivative
Instruments and Hedging Activities", as amended.
Triton adopted Staff Accounting Bulletin ("SAB") No. 101, "Revenue
Recognition", in the fourth quarter of 2000. As a result of its adoption, Triton
defers activation revenue and associated incremental direct costs over the
estimated life of the subscriber. The adoption of SAB 101 had no impact on prior
reported results.
Inflation
We do not believe that inflation has had a material impact on operations.
ITEM 7A. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
We are highly leveraged and, as a result, our cash flows and earnings are
exposed to fluctuations in interest rates. Our debt obligations are U.S. dollar
denominated. Our market risk therefore is the potential loss arising from
adverse changes in interest rates. As of December 31, 2000, the debt can be
categorized as follows (dollars in thousands):
Fixed interest rates:
Senior subordinated notes............................$391,804
Subject to interest rate fluctuations:
Bank credit facility.................................$332,750
Our interest rate risk management program focuses on minimizing exposure to
interest rate movements, setting an optimal mixture of floating and fixed rate
debt and minimizing liquidity risk. To the extent possible, we manage interest
rate exposure and the floating to fixed ratio through Triton PCS's borrowings,
but sometimes we may use interest rate swaps to adjust our risk profile. We
selectively enter into interest rate swaps to manage interest rate exposure
only.
We utilize interest rate swaps to hedge against the effect of interest
rate fluctuations on our senior debt portfolio. We do not hold or issue
financial instruments for trading or speculative purposes. Swap counterparties
are major commercial banks. Through December 31, 2000, we had entered into six
interest rate swap transactions having an aggregate non-amortizing notional
amount of $250.0 million. Under these interest rate swap contracts, we agree to
pay an amount equal to a specified fixed-rate of interest times a notional
principal amount and to receive in turn an amount equal to a specified
variable-rate of interest times the same notional amount. The notional amounts
of the contracts are not exchanged. Net interest positions are settled
quarterly. A 100 basis point fluctuation in market rates would not have a
material effect on our overall financial condition.
27
Information, as of December 31, 2000, for the interest rate swaps entered
into as follows:
Fixed Variable Receivable/
Term Notional Rate Rate (Payable) Fair Value
---- -------- ---- ---- --------- ----------
12/4/98-12/4/03 $35,000,000 4.805% 6.715% $51,994 $345,471
12/4/98-12/4/03 $40,000,000 4.760% 6.715% $60,822 $427,226
6/12/00-6/12/03 $75,000,000 6.9025% 6.57% ($13,854) ($2,078,247)
6/15/00-6/16/03 $50,000,000 6.895% 6.58% ($7,438) ($1,397,298)
7/17/00-7/15/03 $25,000,000 6.89% 6.79813% (4,913) ($723,447)
8/15/00-8/15/03 $25,000,000 6.89% 6.75938% (4,264) ($740,829)
The variable rate is capped at 7.5% for the interest rate swaps, with
notional amounts of $75.0 million, $50.0 million, $25.0 million and $25.0
million, respectively. The swaps with notional amounts of $35.0 million and
$40.0 million can be terminated at the bank's option in December 2001.
Our cash and cash equivalents consist of short-term assets having initial
maturities of three months or less. While these investments are subject to a
degree of interest rate risk, it is not considered to be material relative to
our overall investment income position.
28
ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
TRITON PCS HOLDINGS, INC.
INDEX TO FINANCIAL STATEMENTS
Consolidated Financial Statements:
Report of PricewaterhouseCoopers LLP F-2
Consolidated Balance Sheets as of December 31, 1999 and 2000 F-3
Consolidated Statements of Operations for the years ended December 31, 1998,
1999 and 2000 F-4
Consolidated Statements of Redeemable Preferred Equity and Shareholders' Equity (Deficit)
for the years ended December 31, 1998, 1999 and 2000 F-5
Consolidated Statements of Cash Flows for the years ended December 31, 1998,
1999 and 2000 F-6
Notes to Consolidated Financial Statements F-7
F-1
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and
Shareholders of Triton PCS Holdings, Inc.:
In our opinion, the consolidated financial statements listed in the index
appearing under Item 8 on page F-1 of this Form 10-K present fairly, in all
material respects, the financial position of Triton PCS Holdings, Inc. and its
subsidiaries at December 31, 2000 and 1999, and the results of their operations
and their cash flows for each of the three years in the period ended December
31, 2000 in conformity with accounting principles generally accepted in the
United States of America. In addition, in our opinion, the financial statement
schedules listed in the index appearing under Item 14(a)(1) on page 29 of this
Form 10-K, present fairly, in all material respects, the information set forth
therein when read in conjunction with the related consolidated financial
statements. These financial statements and financial statement schedules are the
responsibility of the Company's management; our responsibility is to express an
opinion on these financial statements and financial statement schedules 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.
/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
February 20, 2001, except for Note 16,
as to which the date is February 28, 2001
F-2
Triton PCS Holdings, Inc.
Consolidated Balance Sheets
(Dollars in thousands)
December 31, 1999 December 31, 2000
-----------------------------------------------------
ASSETS:
Current assets:
Cash and cash equivalents $186,251 $1,617
Due from related party 1,099 16
Accounts receivable net of $1,765 and $2,906 29,064 50,844
Inventory, net 15,270 20,632
Prepaid expenses 7,436 6,764
Deferred income tax 55 55
Other current assets 183 1,033
-----------------------------------------------------
Total current assets 239,358 80,961
Property and equipment:
Land 313 313
Network infrastructure and equipment 304,656 648,865
Office furniture and equipment 38,382 54,970
Capital lease assets 5,985 8,071
Construction in progress 105,593 62,027
-----------------------------------------------------
454,929 774,246
Less accumulated depreciation (33,065) (111,256)
-----------------------------------------------------
Net property and equipment 421,864 662,990
Intangible assets, net 315,538 300,161
Other long term assets 3,037 21,778
-----------------------------------------------------
Total assets $979,797 $1,065,890
=====================================================
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities:
Accounts payable $72,580 $86,242
Bank overdraft liability 9,549 13,670
Accrued payroll & related expenses 9,051 12,290
Accrued expenses 4,890 6,324
Current portion of long-term debt 1,277 1,845
Deferred revenue 3,593 6,128
Deferred gain on sale of property and equipment 1,190 1,190
Other current liabilities 2,559 7,577
-----------------------------------------------------
Total current liabilities 104,689 135,266
Long-term debt 504,636 728,485
Deferred income taxes 11,718 11,990
Deferred revenue - 1,192
Deferred gain on sale of property and equipment 30,641 29,452
-----------------------------------------------------
Total liabilities 651,684 906,385
Series A Redeemable Convertible Preferred Stock, $.01 par value,
1,000,000 shares authorized, 786,253 shares issued and outstanding 94,203 104,068
Shareholders' equity:
Series B Preferred Stock, $.01 par value, 50,000,000 shares authorized,
no shares issued or outstanding - -
Series C Preferred Stock, $.01 par value, 3,000,000 shares authorized,
no shares issued or outstanding - -
Series D Preferred Stock, $.01 par value, 16,000,000 shares authorized,
543,683 shares issued and outstanding 5 5
Class A Common Stock, $.01 par value, 520,000,000 shares authorized,
53,700,442 and 54,096,303 issued and outstanding 537 541
Class B Non-Voting Common Stock, $.01 par value, 60,000,000 shares authorized,
8,210,827 shares issued and outstanding 82 82
Additional paid-in capital 436,229 459,999
Accumulated deficit (186,091) (362,997)
Deferred compensation (16,852) (42,193)
------------------------------------------------------
Total shareholders' equity 233,910 55,437
------------------------------------------------------
------------------------------------------------------
Total liabilities & shareholders' equity $979,797 $1,065,890
======================================================
See accompanying notes to consolidated financial statements.
F-3
Triton PCS Holdings, Inc.
Consolidated Statements of Operations
(Dollars in thousands, except per share amounts)
For the Years Ended December 31,
---------------------------------------------------------------------
1998 1999 2000
---- ---- ----
Revenues:
Service $11,172 $ 63,545 $224,312
Roaming 4,651 44,281 98,492
Equipment 755 25,405 34,477
--------------------------------------------------------------------
Total revenue 16,578 133,231 357,281
Expenses:
Cost of service (excluding noncash
compensation of $0, $142 and $1,026
for the years ended December 31,
1998, 1999 and 2000, respectively) 8,767 63,200 125,288
Cost of equipment 1,699 44,321 69,398
Selling and marketing (excluding
noncash compensation of $0, $213
and $1,274 for the years ended
December 31, 1998, 1999 and 2000,
respectively) 3,260 59,580 100,403
General and administrative (excluding
noncash compensation of $1,120,
$2,954 and $5,967 for the years
ended December 31, 1998, 1999 and
2000, respectively) 15,589 42,354 84,682
Non-cash compensation 1,120 3,309 8,267
Depreciation and amortization 6,663 45,546 94,131
--------------------------------------------------------------------
Loss from operations (20,520) (125,079) (124,888)
Interest and other expense 30,391 41,061 56,229
Interest and other income 10,635 4,852 4,957
Gain on sale of property, equipment
and marketable securities, net - 11,928 -
--------------------------------------------------------------------
Loss before taxes (40,276) (149,360) (176,160)
Income tax (benefit) provision (7,536) - 746
--------------------------------------------------------------------
Net loss (32,740) (149,360) (176,906)
Accretion of preferred stock 6,853 8,725 9,865
--------------------------------------------------------------------
Net loss available to common shareholders $(39,593) $(158,085) $(186,771)
=====================================================================
Net loss per common share (Basic and Diluted) $(8.18) $ (9.79) $ (3.01)
====== ====== ======
Weighted average common shares outstanding
(Basic and Diluted) 4,841,520 16,142,482 62,058,844
========= ========== ==========
See accompanying notes to consolidated financial statements.
F-4
Triton PCS Holdings, Inc.
Consolidated Statements of Redeemable Preferred Equity
and Shareholders' Equity (Deficit)
(Dollars in thousands)
Series A
Redeemable Series C Series D Class A Class B
Preferred Preferred Preferred Common Common
Stock Stock Stock Stock Stock
---------- --------- --------- ------- -------
Balance at December 31, 1997 $ - $ - $ - $ 32 $ -
---------------------------------------------------------------
Issuance of stock in connection
with private equity investment
and AT&T transaction 73,237 14 4 13 -
Issuance of stock in connection
with Myrtle Beach transaction - 3 - 9 -
Issuance of stock in connection
with Norfolk transaction - 2 1 8 -
Deferred compensation - - - - -
Non-cash compensation - - - - -
Redemption of Series C Preferred Stock - - - - -
Re-issuance of Series C Preferred Stock - - - - -
Accreted dividends 6,853 - - - -
Net loss - - - - -
---------------------------------------------------------------
Balance at December 31, 1998 80,090 19 5 62 -
---------------------------------------------------------------
Savannah/Athens Exchange 5,388 - - - -
Issuance of stock in connection
with Norfolk transaction - - - - -
Private equity investment - - - - -
Deferred compensation - - - - -
Non-cash compensation - - - - -
Issuance of stock in connection
with initial public offering - - - 115 -
Proceeds from issuance of
Series C Preferred Stock - 3 - - -
Conversion of Series C Preferred Stock
to Class A and B Common Stock - (22) - 360 82
Accreted dividends 8,725 - - - -
Net loss - - - - -
---------------------------------------------------------------
Balance at December 31, 1999 $ 94,203 $ - $ 5 $ 537 $ 82
===============================================================
Deferred compensation - - - 4 -
Non-cash compensation - - - - -
Costs in connection with initial
public offering - - - - -
Issuance of stock in connection
Employee Stock Purchase Plan - - - -
Accreted dividends 9,865 - - - -
Net loss - - - - -
---------------------------------------------------------------
Balance at December 31, 2000 $104,068 $ - $ 5 $ 541 $ 82
===============================================================
Additional
Paid-In Subscription Deferred Accumulated
Capital Receivable Compensation Deficit Total
---------- ------------ ------------ ----------- ----------
Balance at December 31, 1997 $ - $ - $ - $ (3,991) $ (3,959)
-----------------------------------------------------------------------------
Issuance of stock in connection
with private equity investment
and AT&T transaction 169,293 (95,000) - - 74,324
Issuance of stock in connection
with Myrtle Beach transaction 35,079 - - - 35,091
Issuance of stock in connection
with Norfolk transaction 28,895 - - - 28,906
Deferred compensation 5,490 - (5,490) - -
Non-cash compensation - - 1,120 - 1,120
Redemption of Series C Preferred Stock (3,560) - - - (3,560)
Re-issuance of Series C Preferred Stock 3,560 - - - 3,560
Accreted dividends (6,853) - - - (6,853)
Net loss - - - (32,740) (32,740)
--------------------------------------------------------------------------------
Balance at December 31, 1998 231,904 (95,000) (4,370) (36,731) 95,889
--------------------------------------------------------------------------------
Savannah/Athens Exchange 5,043 - - - 5,043
Issuance of stock in connection
with Norfolk transaction 2,169 - - - 2,169
Private equity investment - 95,000 - - 95,000
Deferred compensation 15,791 - (15,791) - -
Non-cash compensation - - 3,309 - 3,309
Issuance of stock in connection
with initial public offering 190,130 - - - 190,245
Proceeds from issuance of
Series C Preferred Stock 337 - - - 340
Conversion of Series C Preferred Stock
to Class A and B Common Stock (420) - - - -
Accreted dividends (8,725) - - - (8,725)
Net loss - - - (149,360) (149,360)
--------------------------------------------------------------------------------
Balance at December 31, 1999 $ 436,229 $ - $ (16,852) $(186,091) $233,910
================================================================================
Deferred compensation 33,369 - (33,373) - -
Non-cash compensation - - 8,032 - 8,032
Costs in connection with initial
public offering (462) - - - (462)
Issuance of stock in connection
Employee Stock Purchase Plan 728 - - - 728
Accreted dividends (9,865) - - - (9,865)
Net loss - - - (176,906) (176,906)
--------------------------------------------------------------------------------
Balance at December 31, 2000 $ $459,999 $ - $ (42,193) $(362,997) $55,437
================================================================================
See accompanying notes to consolidated financial statements.
F-5
Triton PCS Holdings, Inc.
Consolidated Statements of Cash Flows
(Dollars in thousands)
For the Years Ended December 31,
-----------------------------------------------------
1998 1999 2000
---- ---- ----
Cash flows from operating activities:
Net loss $ (32,740) $(149,360) $(176,906)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 6,663 45,546 94,131
Deferred income taxes (7,536) - 272
Accretion of interest 22,648 38,213 42,688
Bad debt expense 636 2,758 7,763
Gain on sale of property, equipment and marketable securities, net - (11,928) -
Non-cash compensation 1,120 3,309 8,267
Change in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable (599) (28,587) (29,543)
Inventory (1,046) (13,837) (5,362)
Prepaid expenses and other current assets (468) (1,035) (178)
Other assets - (3,408) (18,741)
Accounts payable 2,647 24,664 252
Bank overdraft liability - 9,549 4,121
Accrued payroll and liabilities 6,205 6,272 4,438
Deferred revenue - 3,281 3,727
Other liabilities (1,660) 2,014 3,829
--------- --------- ---------
Net cash used in operating activities (4,130) (72,549) (61,242)
--------- --------- ---------
Cash flows from investing activities:
Capital expenditures (87,715) (264,839) (303,334)
Myrtle Beach acquisition, net of cash acquired (164,488) - -
Norfolk acquisition (96,557) - -
Proceeds from sale of property and equipment, net - 69,712 -
Proceeds from maturity of marketable securities - 47,855 -
Purchase of marketable securities (23,612) (23,239) -
--------- --------- ---------
Net cash used in investing activities (372,372) (170,511) (303,334)
--------- --------- ---------
Cash flows from financing activities:
Proceeds from initial public offering, net - 190,245 -
Proceeds from issuance of subordinated debt, net of discount 291,000 - -
Proceeds from issuance of stock in connection with private equity investment 33,256 95,000 -
Proceeds from issuance of stock in connection with Myrtle Beach transaction 35,091 - -
Proceeds from issuance of stock in connection with Norfolk transaction 14,349 2,169 -
Proceeds from issuance of Series C Preferred Stock - 340 -
Redemption of Series C Preferred Stock (3,560) - -
Re-issuance of Series C Preferred Stock 3,560 - -
Borrowings under credit facility 150,000 10,000 182,750
Payments under credit facility - (10,000) -
Contributions under employee stock purchase plan - - 728
Payments of deferred transaction costs (11,329) (3,592) (499)
Payment of deferred financing costs - - (2,050)
(Advances to) repayments from related-party, net (848) (148) 1,083
Principal payments under capital lease obligations (207) (875) (2,070)
--------- --------- ---------
Net cash provided by financing activities 511,312 283,139 179,942
--------- --------- ---------
Net increase (decrease) in cash and cash equivalents 134,810 40,079 (184,634)
Cash and cash equivalents, beginning of period 11,362 146,172 186,251
--------- --------- ---------
Cash and cash equivalents, end of period $ 146,172 $ 186,251 $ 1,617
========= ========= =========
See accompanying notes to consolidated financial statements
F-6
TRITON PCS HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31, 1998, 1999 and 2000
(1) Summary of Significant Accounting Policies
The consolidated financial statements include the accounts of Triton PCS
Holdings, Inc. (the "Company") and its wholly-owned subsidiaries. All
significant intercompany accounts or balances have been eliminated in
consolidation. The more significant accounting policies follow:
(a) Nature of Operations
In February 1998, we entered into a joint venture with AT&T Wireless
Services, Inc. ("AT&T Wireless") whereby AT&T Wireless contributed to us
personal communications services licenses for 20 MHz of authorized frequencies
covering approximately 13 million potential subscribers in a contiguous
geographic area encompassing portions of Virginia, North Carolina, South
Carolina, Tennessee, Georgia and Kentucky. As part of this agreement, we were
granted the right to be the exclusive provider of wireless mobility services
using equal emphasis co-branding with AT&T Corp. in our licensed markets (see
Note 2).
We began generating revenues from the sale of personal communications
services in the first quarter of 1999 as part of Phase I of our personal
communications services network build-out. Our personal communications services
network build-out is scheduled for three phases. We completed the first phase of
our build-out in the first half of 1999 with the launch of 15 markets and
completed the second phase during the first quarter of 2000 with the launch of
21 additional markets. We have begun the third phase of our network build-out,
which focuses on covering major highways linking the cities in our licensed
area, as well as neighboring cities where AT&T Wireless and other carriers use
compatible wireless technology. This phase, which is expected to be completed by
the end of 2001, has included the launch of one additional market in our
licensed area.
(b) Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities, at the date of
the financial statements and the reported amount of revenues and expenses during
the reporting period. Actual results could differ from those estimates.
(c) Cash and Cash Equivalents
Cash and cash equivalents includes cash on hand, demand deposits and short
term investments with initial maturities of three months or less. The Company
maintains cash balances at financial institutions, which at times exceed the
$100,000 FDIC limit. Bank overdraft balances are classified as a current
liability.
(d) Inventory
Inventory, consisting primarily of wireless handsets and accessories held
for resale, is valued at lower of cost or market. Cost is determined by the
first-in, first-out method.
(e) Property and Equipment
Property and equipment is carried at original cost. Depreciation is
calculated based on the straight-line method over the estimated useful lives of
the assets which are ten to twelve years for network infrastructure and
equipment and three to five years for office furniture and equipment. In
addition, the Company capitalizes interest on expenditures related to the
build-out of the network. Expenditures for repairs and maintenance are charged
to expense as incurred. When property is retired or otherwise disposed, the cost
of the property and the related accumulated depreciation are removed from the
accounts, and any resulting gains or losses are reflected in the statement of
operations.
Capital leases are included under property and equipment with the
corresponding amortization included in depreciation. The related financial
obligations under the capital leases are included in current and long-term
obligations. Capital leases are amortized over the useful lives of the
respective assets.
F-7
(f) Construction in Progress
Construction in progress includes expenditures for the design, construction
and testing of the Company's PCS network and also includes costs associated with
developing information systems. The Company capitalizes interest on certain of
its construction in progress activities. When the assets are placed in service,
the Company transfers the assets to the appropriate property and equipment
category and depreciates these assets over their respective estimated useful
lives.
(g) Investment in PCS Licenses
Investments in PCS Licenses are recorded at their estimated fair value at
the time of acquisition. Licenses are amortized on a straight-line basis over 40
years, as there is an observable market for PCS licenses and an indefinite life.
(h) Deferred Costs
Costs incurred in connection with the negotiation and documentation of debt
instruments are deferred and amortized over the terms of the debt instruments
using the effective interest rate method.
Costs incurred in connection with issuance and sale of equity securities
are deferred and netted against the proceeds of the stock issuance upon
completion of the transaction. Costs incurred in connection with acquisitions
are deferred and included in the aggregate purchase price allocated to the net
assets acquired upon completion of the transaction.
(i) Long-Lived Assets
The Company periodically evaluates the carrying value of long-lived assets
when events and circumstances warrant such review. The carrying value of a long
lived asset is considered impaired when the anticipated undiscounted cash flows
from such assets are separately identifiable and are less than the carrying
value. In that event a loss is recognized based on the amount by which the
carrying value exceeds the fair market value of the long-lived asset. Fair
market value is determined by using the anticipated cash flows discounted at a
rate commensurate with the risk involved. Measurement of the impairment, if any,
will be based upon the difference between carrying value and the fair value of
the asset.
(j) Revenue Recognition
Revenues from operations consist of charges to customers for activation,
monthly access, airtime, roaming charges, long-distance charges, and equipment
sales. Revenues are recognized as services are rendered. Unbilled revenues
result from service provided from the billing cycle date to the end of the month
and from other carrier's customers using the Company's systems. Activation
revenue is deferred and recognized over the estimated subscriber's life.
Equipment sales are recognized upon delivery to the customer and reflect charges
to customers for wireless handset equipment purchases.
(k) Income Taxes
Deferred income tax assets and liabilities are recognized for the future
tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred income tax assets and liabilities are measured using statutory
tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled.
(l) Financial Instruments
The Company utilizes derivative financial instruments to reduce interest
rate risk. The Company does not hold or issue financial instruments for trading
or speculative purposes. Management believes losses related to credit risk are
remote. The instruments are accounted for on an accrual basis. The net cash
amounts paid or received are accrued and recognized as an adjustment to interest
expense.
(m) Advertising Costs
The Company expenses advertising costs when the advertisement occurs. Total
advertising expense amounted to $643,000 in 1998, $25.8 million in 1999 and
$43.1 million in 2000.
F-8
(n) Concentrations of Credit Risk
Financial instruments, which potentially subject the Company to
concentration of credit risk, consist principally of cash and equivalents and
accounts receivable. The Company's credit risk is managed through
diversification and by investing its cash and cash equivalents in high-quality
investment holdings.
Concentrations of credit risk with respect to accounts receivable are
limited due to a large customer base. Initial credit evaluations of customers'
financial condition are performed and security deposits are obtained for
customers with a higher credit risk profile. The Company maintains reserves for
potential credit losses.
(o) Net Loss per Common Share (Basic and Diluted)
Basic loss per share excludes any dilutive effects of convertible
securities. Basic loss per share is computed using the weighted-average number
of common shares outstanding during the period. Diluted loss per share is
computed using the weighted-average number of common and common stock equivalent
shares outstanding during the period. Common equivalent shares of Series A
convertible preferred stock and Series D convertible preferred stock are
excluded from the computation as their effect is antidilutive.
(p) Reclassifications
Certain reclassifications have been made to prior period financial
statements to conform to the current period presentation.
(q) New Accounting Pronouncements
Beginning in the first quarter of 2001, the Company is required to adopt
Statement of Accounting Standards (SFAS) No. 133, "Accounting for Derivative
Instruments and Hedging Activities", as amended. See Note 11.
The Company adopted Staff Accounting Bulletin ("SAB") No. 101, "Revenue
Recognition", in the fourth quarter of 2000. As a result of its adoption, the
Company defers activation revenue and associated incremental direct costs over
the estimated life of the subscriber. The adoption of SAB 101 had no impact on
prior reported results.
(2) AT&T Transaction
On October 8, 1997, the Company entered into a Securities Purchase
Agreement with AT&T Wireless PCS LLC (as successor to AT&T Wireless PCS, Inc.)
("AT&T Wireless PCS") and the shareholders of the Company, whereby Triton was to
become the exclusive provider of wireless mobility services in the AT&T
Southeast regions.
On February 4, 1998, the Company executed the Closing Agreement with AT&T
Wireless PCS and the other shareholders of the Company finalizing the
transactions contemplated in the Security Purchase Agreement. Under the Closing
Agreement, the Company issued 732,371 shares of Series A convertible preferred
stock and 366,131 shares of Series D convertible preferred stock to AT&T
Wireless PCS in exchange for 20 MHz A and B block PCS licenses covering certain
areas in the southeastern United States and the execution of certain related
agreements, as further described below. The fair value of the FCC licenses was
$92.8 million with an estimated useful life of 40 years. This amount is
substantially in excess of the tax basis of such licenses, and accordingly, the
Company recorded a deferred tax liability, upon the closing of the transaction.
In accordance with the Closing Agreement, the Company and AT&T Wireless PCS
and the other shareholders of the Company consented to executing the following
agreements:
(a) Stockholders' Agreement
The Stockholders' Agreement expires on February 4, 2009. The agreement was
amended and restated on October 27, 1999 in connection with our initial public
offering and includes the following sub-agreements:
Resale Agreement - The Company is required to enter into a Resale Agreement
at the request of AT&T Wireless PCS, which provides AT&T Wireless PCS with the
right to purchase and resell on a nonexclusive basis access to and usage of the
Company's services in the Company's Licensed Area. The Company will retain the
continuing right to market and sell its services to customers and potential
customers in competition with AT&T Wireless PCS.
F-9
Exclusivity - None of the Shareholders will provide or resell, or act as
the agent for any person offering, within the Territory wireless mobility
telecommunications services initiated or terminated using Time Division Multiple
Access and frequencies licensed by the FCC ("Company Communications Services"),
except AT&T Wireless PCS and its affiliates may (i) resell or act as agent for
the Company in connection with the provision of Company Communications Services,
(ii) provide or resell wireless telecommunications services to or from certain
specific locations, and (iii) resell Company Communications Services for another
person in any area where the Company has not placed a system into commercial
service, provided that AT&T Wireless PCS has provided the Company with prior
written notice of AT&T Wireless PCS's intention to do so and only dual band/dual
mode phones are used in connection with such resale activities.
Additionally, with respect to the markets listed in the Roaming Agreement,
the Company and AT&T Wireless PCS agreed to cause their respective affiliates in
their home carrier capacities to program and direct the programming of customer
equipment so that the other party in its capacity as the serving carrier is the
preferred provider in such markets, and refrain from inducing any of its
customers to change such programming.
Build-out - The Company is required to conform to certain requirements
regarding the construction of the Company's PCS system. In the event that the
Company breaches these requirements, AT&T Wireless may terminate its exclusivity
provisions.
Disqualifying Transactions - In the event of a merger, asset sale, or
consolidation, as defined, involving AT&T Corp. (or its affiliates) and another
person that derives from telecommunications businesses annual revenues in excess
of $5.0 billion, derives less than one third of its aggregate revenues from
wireless telecommunications, and owns FCC licenses to offer wireless mobility
telecommunications services to more than 25% of the population within the
Company's territory, AT&T Wireless PCS and the Company have certain rights. AT&T
Wireless PCS may terminate its exclusivity in the territory in which the other
party overlaps that of the Company. In the event that AT&T Wireless PCS proposes
to sell, transfer, or assign to a non-affiliate its PCS system owned and
operated in Charlotte, NC; Atlanta, GA; Baltimore, MD; and Washington, DC, BTAs,
then AT&T Wireless PCS will provide the Company with the opportunity for a 180
day period to have AT&T Wireless PCS jointly market the Company's licenses that
are included in the MTA that AT&T Wireless PCS is requesting to sell.
(b) License Agreement
Pursuant to a Network Membership License Agreement, dated February 4, 1998
(as amended, the "License Agreement"), between AT&T Corp. and the Company, AT&T
Corp. granted to the Company a royalty-free, nontransferable, nonsublicensable,
limited right, and license to use certain Licensed Marks solely in connection
with certain licensed activities. The Licensed Marks include the logo containing
the AT&T and globe design and the expression "Member, AT&T Wireless Services
Network." The "Licensed Activities" include (i) the provision to end-users and
resellers, solely within the Territory, of Company Communications Services on
frequencies licensed to the Company for Commercial Mobile Radio Services (CMRS)
provided in accordance with the AT&T PCS contributed licenses and permitted
cellular licenses (collectively, the Licensed Services) and (ii) marketing and
offering the Licensed Services within the Territory. The License Agreement also
grants to the Company the right and license to use Licensed Marks on certain
permitted mobile phones.
The License Agreement, along with the Exclusivity and Resale Agreements,
have a fair value of $20.3 million with an estimated useful life of 10 years.
Amortization commenced upon the effective date of the agreement.
(c) Roaming Agreement
Pursuant to the Intercarrier Roamer Service Agreement, dated as of February
4, 1998 (as amended, the "Roaming Agreement"), between AT&T Wireless and the
Company, each of AT&T Wireless and the Company agrees to provide (each in its
capacity as serving provider, the "Serving Carrier") wireless mobility
radiotelephone service for registered customers of the other party's (the "Home
Carrier") customers while such customers are out of the Home Carrier's
geographic area and in the geographic area where the Serving Carrier (itself or
through affiliates) holds a license or permit to construct and operate a
wireless mobility radio/telephone system and station. Each Home Carrier whose
customers receive service from a Serving Carrier shall pay to such Serving
Carrier 100% of the Serving Carrier's charges for wireless service and 100% of
pass-through charges (i.e., toll or other charges).
The fair value of the Roaming Agreement, as determined by an independent
appraisal, was $5.5 million, with an estimated useful life of 20 years.
Amortization commenced upon the effective date of the agreement.
F-10
(3) Acquisitions
(a) Savannah/Athens Exchange
On June 8, 1999, Triton completed an exchange of certain licenses with AT&T
Wireless, transferring licenses to the Hagerstown, Maryland and Cumberland,
Maryland Basic Trading Areas ("BTAs") covering 512,000 potential customers in
exchange for licenses to certain counties in the Savannah, GA and Athens, GA
BTAs, which cover 517,000 potential customers. All acquired licenses are
contiguous to Triton's existing service area. In addition, consideration of
approximately $10.4 million in Series A and Series D preferred stock was issued
to AT&T Wireless PCS.
(b) Norfolk Acquisition
On December 31, 1998, the Company acquired from AT&T Wireless (the "Norfolk
Acquisition") (i) an FCC license to use 20MHz of authorized frequencies to
provide broadband PCS services throughout the entirety of the Norfolk, Virginia
BTA and (ii) certain assets of AT&T Wireless used in the operation of the PCS
system in such BTA for an aggregate purchase price of approximately $111
million. The excess of the aggregate purchase price over the fair market value
of tangible net assets acquired of approximately $46.3 million was assigned to
FCC licenses and is being amortized over 40 years. The build-out of the network
relating to the Norfolk Acquisition, including the installation of a switch, has
been completed.
The Norfolk Acquisition was funded through the use of proceeds from the
Subordinated Debt Offering (see note 9), the issuance of 134,813 shares of
Series D preferred stock, valued at $14.6 million, and the issuance of 165,187
shares of Series C preferred stock (which were converted into 3,799,290 shares
of common stock in our initial public offering) valued at $16.5 million. In
addition, 766,667 shares of common stock were issued as anti-dilutive protection
in accordance with a prior agreement among the shareholders.
(c) Myrtle Beach Acquisition
On June 30, 1998, the Company acquired an existing cellular system (the
Myrtle Beach System) which serves the South Carolina 5-Georgetown Rural Service
Area (the SC-5) for a purchase price of approximately $164.5 million. The
acquisition has been accounted for using the purchase method and, accordingly,
the purchase price was allocated to the assets acquired and liabilities assumed
based upon management's best estimate of their fair value. The purchase price
was allocated to FCC licenses of approximately $123.4 million; subscriber lists
of approximately $20 million; fixed assets of approximately $24.7 million and
other net assets of $3.8 million.
The Myrtle Beach Acquisition was funded through the use of proceeds from
the Subordinated Debt Offering and the issuance of 350,000 shares of Series C
preferred stock (which were converted into 8,050,000 shares of our common stock
in our initial public offering) valued at $35.0 million, to certain cash equity
shareholders. In addition, 894,440 shares of common stock were issued as
anti-dilutive protection in accordance with a prior agreement among the
shareholders.
Results of operations after the acquisition date are included in the
Statement of Operations from July 1, 1998. The following unaudited pro forma
information has been prepared assuming that this acquisition had taken place on
January 1, 1998. The pro forma information includes adjustments to interest
expense that would have been incurred to finance the purchase, additional
depreciation based on the fair market value of the property, plant and equipment
acquired, and the amortization of intangibles arising from the transaction.
1998
------
Unaudited
(Dollars in thousands)
Net revenues $ 31,116
Net loss $ 44,554
Accretion of preferred stock 6,853
Net loss available to common shareholders 51,407
Net loss per common share $ (9.74)
Weighted average shares outstanding 5,280,173
F-11
(4) Tower Sales
On September 22, 1999, Triton sold and transferred to American Tower
Corporation ("ATC"), 187 of its towers, related assets and certain liabilities.
The purchase price was $71.1 million, reflecting a price of $380,000 per site.
Triton also contracted with ATC for an additional 100 build-to-suit towers in
addition to its current contracted 125 build-to-suit towers, and the parties
extended their current agreement for turnkey services for co-location sites
through 2001. An affiliate of an investor has acted as Triton's financial
advisor in connection with the sale of the personal communications towers.
Triton also entered into a master lease agreement with ATC, in which Triton
has agreed to pay ATC monthly rent for the continued use of the space that
Triton occupied on the towers prior to the sale. The initial term of the lease
is for 12 years and the monthly rental amount is subject to certain escalation
clauses over the life of the lease and related option. Annual payments under the
operating lease are $2.7 million.
The carrying value of towers sold was $25.7 million. After deducting $1.6
million of selling costs, the gain on the sale of the towers was approximately
$43.8 million, of which $11.7 million was recognized immediately to reflect the
portion of the gain in excess of the present value of the future minimum lease
payments, and $32.1 million was deferred and will be recognized over operating
lease terms. As of December 31, 2000, $1.5 million had been amortized.
(5) Stock Compensation and Employee Benefits
Restricted Awards:
The following restricted stock grants were made in 1998, 1999 and 2000,
respectively:
1998: In February 1998, the Company granted 1,354,035 shares of restricted
common stock to certain employees and a common stock trust intended for future
grants to management employees and independent directors. Deferred compensation
for stock granted to employees of $0.3 million net of amounts forfeited for
shares returned to the trust, was recorded in 1998 based on the estimated fair
value at the date of issuance.
In June 1998 and December 1998, additional shares of restricted common
stock of 894,440 and 766,667, respectively, were issued as anti-dilutive
protection related to capital contributions received by the Company for the
Myrtle Beach and Norfolk transactions. Deferred compensation of $2.8 million and
$2.3 million respectively, was recorded for stock granted to employees,
including stock granted out of the trust, net of forfeitures. Deferred
compensation was recorded based on the estimated value of the shares at the date
of issuances.
1999: In January 1999, the Company granted, through the trust, 61,746
shares of restricted common stock to an employee and deferred compensation of
$0.2 million was recorded. The shares are subject to five-year vesting
provisions and are amortized over the vesting period as non-cash compensation.
In March 1999, an employee terminated employment with the Company and forfeited
$0.1 million for deferred compensation and returned 74,095 shares to the trust.
On June 8, 1999, 109,222 additional shares were issued as anti-dilutive
protection related to capital contributions received by the Company in
connection with the license exchange and acquisition transaction. The shares are
subject to five-year vesting provisions. Deferred compensation of $1.2 million
was recorded based on the estimated value of the shares at the date of issuance.
On June 30, 1999, the Company granted, through the trust, 593,124 shares of
restricted common stock to certain management employees. The shares are subject
to five-year vesting provisions. Deferred compensation of $8.5 million was
recorded based on the estimated fair value at the date of issuance.
On August 9, 1999, the Company granted, through the trust, 356,500 shares
of restricted common stock to certain management employees. These shares are
subject to vesting provisions. Deferred compensation of approximately $5.1
million was recorded based on the estimated fair value at the date of issuance.
In September 1999, the Company sold to certain directors and an officer,
subject to stock purchase agreements, an aggregate of 3,400 shares of Series C
preferred stock (which were converted into 78,200 shares of common stock in our
initial public offering) for a purchase price of $100.00 per share. Compensation
expense of $0.8 million was recorded based on the excess of the estimated fair
value at the date of issuance over amounts paid.
F-12
2000: On March 22, 2000, the Company granted, through the trust, 229,072
shares of restricted Class A common stock to certain management employees. These
shares are subject to five-year vesting provisions. Deferred compensation of
approximately $15.1 million was recorded based on the estimated fair value at
the date of issuance.
On May 23, 2000, the Company granted, through the trust, 75,000 shares of
restricted Class A common stock to a management employee. These shares are
subject to five-year vesting provisions. Deferred compensation of approximately
$3.4 million was recorded based on the estimated fair value at the date of
issuance.
On August 15, 2000, the Company granted 353,294 shares of restricted Class
A common stock to management employees. These shares are subject to five-year
vesting provisions. Deferred compensation of approximately $16.4 million was
recorded based on the estimated fair value at the date of issuance.
On November 24, 2000, the Company granted 21,107 shares of restricted Class
A common stock to a management employee. These shares are subject to five-year
vesting provisions. Deferred compensation of approximately $0.8 million was
recorded based on the estimated fair value at the date of issuance.
During 2000, $2.3 million of deferred compensation was forfeited and
137,301 shares were returned to the trust as a result of individuals resigning
their employment with the Company.
401(k) Savings Plan
The Company sponsors a 401(k) Savings Plan (the "Savings Plan") which
permits employees to make contributions to the Savings Plan on a pre-tax salary
reduction basis in accordance with the Internal Revenue Code. Substantially all
full-time employees are eligible to participate in the next quarterly open
enrollment after 90 days of service. The Company matches a portion of the
voluntary employee contributions. The cost of the Savings Plan charged to
expense was $65,000 in 1998, $482,400 in 1999 and $944,000 in 2000.
Employee Stock Purchase Plan:
The Company commenced an Employee Stock Purchase Plan (the "Plan") on
January 1, 2000. Under the terms of the Plan, during any calendar year there are
four three-month offering periods beginning January 1/st/, April 1/st/, July
1/st/ and October 1/st/, during which employees can participate. The purchase
price is determined at the discretion of the Stock Plan Committee, but shall not
be less than the lesser of: (i) eighty-five percent (85%) of the fair market
value on the first business day of each offering period or (ii) eighty-five
percent (85%) of the fair market value on the last business day of the offering
period. The Company issued 21,460 shares of Class A common stock, at an average
per share price of $34.01, in 2000. The Company issued 10,121 shares of Class A
common stock, at a per share price of $22.05, in January 2001.
We account for the Plan under APB Opinion 25, hence no compensation
expense is recognized for shares purchased under the Plan. Pro forma
compensation expense is calculated for the fair value of the employee's purchase
rights using the Black-Scholes model. Assumptions include an expected life of
three months, weighted average risk-free interest rate between 5.9% - 6.7%,
dividend yield of 0.0% and expected volatility between 75% - 78%. Had
compensation expense for the Company's grants for stock based compensation been
determined consistent with SFAS No. 123, the pro forma net loss and per share
net loss would have been:
(Amounts in thousands, except
per share data)
Year Ended December 31, 2000
---------------------------------------------------
Net Loss:
As Reported $176,906
Pro Forma $177,108
Earnings per Share:
As Reported (basic and diluted) $ (3.01)
Pro Forma (basic and diluted) $ (3.01)
F-13
(6) Intangible Assets
December 31,
--------------------------
Amortizable
1999 2000 Lives
-------- -------- -----------
(Dollars in thousands)
PCS Licenses $ 277,969 $ 277,993 40 years
AT&T agreements 26,026 26,026 10-20 years
Subscriber lists 20,000 20,000 3.5 years
Bank financing 12,504 14,554 8.5-10 years
Trademark 64 64 40 years
--------- ---------
336,563 338,637
Less: accumulated amortization (21,025) (38,476)
--------- ---------
Intangible assets, net $ 315,538 $ 300,161
========= =========
Amortization for the years ended December 31, 1998, 1999 and 2000 totaled
$5.6 million, $14.5 million and $17.5 million, respectively.
(7) Long-Term Debt
December 31,
------------------------
1999 2000
-------------------------------
(Dollars in thousands)
Bank credit facility $150,000 $332,750
Senior subordinated debt 350,639 391,804
Capital lease obligation 5,274 5,776
-------- --------
505,913 730,330
Less current portion of long-term debt 1,277 1,845
-------- --------
Long-term debt $504,636 $728,485
======== ========
Interest expense, net of capitalized interest was $30.4 million, $41.1
million, and $55.9 million for the years ended December 31, 1998, 1999 and 2000,
respectively. The Company capitalized interest of $3.5 million, $12.3 million
and $9.5 million in the years ended December 31, 1998, 1999 and 2000,
respectively. The weighted average interest rate for total debt outstanding
during 1999 and 2000 was 11.04% and 10.98%, respectively. The average rate at
December 31, 1999 and 2000 was 12.38% and 10.52%, respectively. The Company is
in compliance with all required covenants as of December 31, 2000. Aggregate
maturities follow:
(000s)
-------------------------------
2001 $ 1,845
2002 20,878
2003 29,223
2004 47,035
2005 68,045
Thereafter 563,304
-------------------------------
Total $730,330
-------------------------------
(8) Bank Credit Facility
On February 3, 1998, Triton PCS, Inc., a wholly owned subsidiary of the
Company ("Triton PCS"), and the Company (collectively referred to as the
"Obligors") entered into a Credit Agreement with certain banks and other
financial institutions, to establish a $425.0 million senior secured Bank Credit
Facility (the "Facility"). The facility has been amended such that the credit
available is $750.0 million. This credit facility provides for (i) a $175.0
million Tranche A term loan, which matures in August 2006, (ii) a $150.0 million
Tranche B term loan, which matures in May 2007, (iii) a $175.0 million Tranche C
term loan, which matures in August 2006, (iv) a $150.0 million Tranche D term
loan, which matures in August 2006, and (v) a $100.0 million revolving credit
facility, which matures in August 2006.
F-14
The lenders' commitment to make loans under the Revolving Facility
automatically and permanently reduce, beginning in August 2004, in eight
quarterly reductions (the amount of each of the first two reductions, $5.0
million, the next four reductions, $10.0 million, and the last two reductions,
$25.0 million). The Tranche A, Tranche C and Tranche D term loans are required
to be repaid, beginning in February 2002 in eighteen consecutive quarterly
installments (the aggregate amount of each of the first four installments,
$12,500,000, the next four installments, $18,750,000, the next four
installments, $25,000,000, the next four installments, $31,250,000, and the last
two installments, $75,000,000). The Tranche B term loan is required to be repaid
beginning in February 2002, in twenty-one consecutive quarterly installments
(the amount of the first sixteen installments, $375,000, the next four
installments, $7.5 million, and the last installment, $114.0 million).
Loans accrue interest, at the Obligor's option, at (i) (a) the LIBOR rate
(as defined per the credit agreement) plus (b) the Applicable Margin, (Loans
bearing interest described in (i), "Eurodollar Loans") or (ii) (a) the higher of
(1) the Administrative Agent's prime rate or (2) the Federal Funds Effective
Rate (as defined per the Credit Agreement) plus 0.5%, plus (b) the Applicable
Margin (Loans bearing interest described in (ii), "ABR Loans"). The Applicable
Margin means, with respect to the Tranche B Term Loan, 2.00% per annum, in the
case of an ABR Loan, and 3.00% per annum, in the case of a Eurodollar Loan, and,
with respect to Tranche A, C and D term loans and the Revolving Facility, until
September 14, 2001, 1.50% in the case of ABR Loans and 2.50% in the case of
Eurodollar Loans, and thereafter, a rate between 0.0% and 1.25% per annum
(dependent upon the Obligor's leverage ratio, or ratio of end-of-period debt to
earnings before interest, taxes, depreciation, and amortization ("EBITDA")) in
the case of an ABR Loan, and a rate between 1.00% and 2.25% per annum (dependent
upon the Obligor's leverage ratio), in the case of a Eurodollar Loan. A per
annum rate equal to 2% plus the rate otherwise applicable to such Loan will be
assessed on past due principal amounts, and accrued interest payable in arrears.
The Facility provides for an annual commitment fee prior to September 22,
2000 of between .50% and .75% to be paid on undrawn commitments under the
Tranche A, C and D Term Loans and the Revolver Facility (dependent upon the
level of drawn commitments), and from and after September 22, 2000, of between
0.375% and 0.50% to be paid on undrawn commitments under the Tranche A, C, and D
Term Loans and the Revolver Credit Facility (depending on the Obligor's leverage
ratio). The Obligor incurred commitment fees of approximately $2 million in
1998, $2 million in 1999 and $3 million in 2000, respectively. Under the
Facility, the Obligor must also fix or limit the interest cost with respect to
at least 50% of its total outstanding indebtedness. At December 31, 2000,
approximately 75% of the outstanding debt was fixed. At December 31, 2000
committed availability under the Facility was $417.3 million.
All obligations of the Obligor under the Facilities are unconditionally and
irrevocably guaranteed by each existing and subsequently acquired or organized
domestic subsidiary of Triton PCS. Borrowings under the Facility, and any
related hedging contracts provided by the lenders thereunder, are collateralized
by a first priority lien on substantially all of the assets of Triton PCS and
each existing and subsequently acquired or organized domestic subsidiary of
Triton PCS, including a first priority pledge of all the capital stock held by
the Company, or any of its subsidiaries, provided that the pledge of shares of
foreign subsidiaries may be limited to 65% of the outstanding shares of such
foreign subsidiaries. The PCS Licenses will be held by one or more single
purpose subsidiaries of Triton PCS and will not be pledged to secure the
obligations of Triton PCS under the Facility, although the equity interests of
such subsidiaries will be pledged thereunder. Each single purpose subsidiary
will not be allowed, by Triton PCS, to incur any liabilities or obligations
other than the Bank Facility Guarantee issued by it, the security agreement
entered into by it in connection with the Facility, and, in the case of any
single purpose subsidiary established to hold real estate, liabilities incurred
in the ordinary course of business of such subsidiary which are incident to
being the lessee of real property of the purchaser, owner or lessee of
equipment, and taxes and other liabilities incurred in the ordinary course in
order to maintain its existence.
The Facility contains financial and other covenants, customary for a
facility of this type, including covenants relating to the population covered by
Triton PCS's network, number of subscribers and level of service revenue
generated, the amount of indebtedness that Triton PCS may incur including
customary representations, warranties, indemnities and conditions precedent to
borrowing, limitations on dividends, distributions (including distributions from
Triton PCS to the Company), redemptions and repurchases of capital stock, and
events of default.
The Term Loans are required to be prepaid in an aggregate amount equal to
(i) 50% of excess cash flow of each fiscal year commencing with the fiscal year
ending December 31, 2001, (ii) 100% of the net proceeds of asset sales, outside
the ordinary course of business, or otherwise precluded, (iii) 100% of unused
insurance proceeds, as defined per the Credit Agreement, and (iv) 100% of net
cash proceeds received from additional debt issuance, over and above the first
$150.0 million (senior and/or subordinated) which Triton PCS may subsequently
incur unless, after giving effect to such issuance(s), (a) Triton PCS's ratio of
senior debt to EBITDA is less than 5 to 1 and (b) Triton PCS is in pro forma
compliance with required Credit Facility covenants.
Loans under the Facility are available to fund capital expenditures related
to the construction of Triton PCS's PCS network, the acquisition of related
businesses, working capital needs of Triton PCS, subscriber acquisition costs,
investments in bidding entities and other permitted business activities, as
defined per the Credit Agreement. All indebtedness under the Facility
constitutes debt which is senior to Triton PCS's 11% Senior Subordinated
Discount Notes and 9 3/8% Senior Subordinated Notes.
F-15
(9) Subordinated Debt
On May 7, 1998, Triton PCS completed an offering (the "Subordinated Debt
Offering") of $512 million of 11% Senior Subordinated Discount Notes ("the
Notes"), pursuant to Rule 144A of the Securities Act of 1933, as amended. The
net proceeds of the Subordinated Debt Offering (after deducting an Initial
Purchaser's Discount of $9 million) were approximately $291 million.
Commencing on November 1, 2003, cash interest will be payable semiannually.
Each Note was offered at an original issue discount. Although cash interest will
not be paid prior to May 1, 2003, the original issue discount will accrue from
the issue date to May 1, 2003.
Triton PCS's publicly held notes may be redeemed at the option of Triton
PCS, in whole or in part, at various points in time after May 1, 2003 at
redemption prices specified in the indenture governing the notes plus accrued
and unpaid interest, if any.
The Notes are guaranteed on a joint and several basis by all of the
subsidiaries of Triton PCS but are not guaranteed by the Company. The Guarantees
are unsecured obligations of the guarantors, and are subordinated in right to
the full payment of all senior debt under the Credit Facility, including all of
their obligations as guarantors thereunder.
Upon a change in control, each holder of the Notes may require Triton PCS
to repurchase such holder's Notes, in whole or in part, at a purchase price
equal to 101% of the accreted value thereof or the principal amount at maturity,
as applicable, plus accrued and unpaid interest to the purchase date.
All outstanding principal and interest of the Notes mature and require
complete repayment on May 1, 2008.
(10) Income Taxes
The components of income tax (benefit) expense are presented in the
following table (in thousands):
Years Ended December 31, 1998 1999 2000
---------------------------------------------------------------------
Current
Federal - - -
State - - $474
---------------------------------
- - 474
---------------------------------
Deferred
Federal $(7,054) - 219
State (482) - 53
---------------------------------
(7,536) - 272
---------------------------------
Total income tax (benefit) expense $(7,536) - $746
=================================
The income tax expense differs from those computed using the statutory
U.S. Federal income tax rate as set forth below:
1998 1999 2000
-------------------------
U.S. Federal statutory rate 35.00% 35.00% 35.00%
State income taxes, net of federal benefit 0.80% 0.00% (.07)%
Change in federal valuation allowance (16.56%) (34.12)% (35.27%)
Other, net (0.53%) (0.88%) (0.08)%
--------------------------
Effective Tax Rate 18.71% 0.00% (0.42%)
==========================
F-16
The tax effects of significant temporary differences that give rise to
significant portions of the deferred tax assets and deferred tax liabilities are
as follows (in thousands):
1999 2000
----------------------
Deferred tax assets:
Non-deductible accrued liabilities $ 411 $ 7,069
Capitalized startup costs 2,176 1,541
Deferred gain 12,465 11,920
Net operating loss carryforward 76,607 185,681
----------------------
91,659 206,211
Valuation allowance (66,684) (142,425)
Net deferred tax assets 24,975 63,786
----------------------
Deferred liabilities
Intangible assets 23,173 24,360
Capitalized interest 1,139 1,587
Depreciation and amortization 12,326 49,774
----------------------
Deferred tax liabilities 36,638 75,721
----------------------
Net deferred tax liabilities $11,663 $11,935
======================
In assessing the realizability of deferred tax assets, management
considers whether it is more likely than not that some portion or all of the
deferred tax assets will not be realized. The ultimate realization of deferred
tax assets is dependent upon the generation of future taxable income during the
periods in which those temporary differences become deductible. Management
believes it is more likely than not the Company will realize the benefits of the
deferred tax assets, net of the existing valuation allowance at December 31,
2000.
(11) Fair Value of Financial Instruments
Fair value estimates, assumptions, and methods used to estimate the fair
value of the Company's financial instruments are made in accordance with the
requirements of Statement of Financial Accounting Standards No. 107, Disclosures
about Fair Value of Financial Instruments. The Company has used available market
information to derive its estimates. However, because these estimates are made
as of a specific point in time, they are not necessarily indicative of amounts
the Company could realize currently. The use of different assumptions or
estimating methods may have a material effect on the estimated fair value
amounts.
December 31,
-------------------------------------------------
1999 2000
---------------------- -----------------------
Carrying Estimated Carrying Estimated
amount fair value amount fair value
---------------------- ------------------------
(in thousands)
Interest rate swaps $ - $ 2,547 $ - $ (4,167)
Long-term debt:
Subordinated debt 350,639 363,512 391,804 403,191
Bank term loan 150,000 150,000 332,750 332,750
Capital leases 5,274 5,274 5,776 5,776
The carrying amounts of cash and cash equivalents, accounts and notes
receivable, bank overdraft liability, accounts payable and accrued expenses are
a reasonable estimate of their fair value due to the short-term nature of the
instruments.
Long-term debt is comprised of subordinated debt, bank loans, and capital
leases. The fair value of subordinated debt is stated at quoted market value.
The carrying amounts of bank loans are a reasonable estimate of its fair value
because market interest rates are variable. Capital leases are recorded at their
net present value, which approximates fair value.
F-17
The Company enters into interest rate swaps to hedge against the effect of
interest rate fluctuation on the variable portion of its debt. We do not hold or
issue financial instruments for trading or speculative purposes. A 100 basis
point fluctuation in market rates would not have a material effect on the
Company's overall financial condition.
As of December 31, 2000, the Company had six interest rate swap
transactions outstanding as follows:
Net Receivable/
Term Notional Fixed Rate Variable Rate (Payable) Fair Value
- ---- -------- ---------- ------------- -------- ----------
12/4/98-12/4/03 $35,000,000 4.805% 6.715% $51,994 $345,471
12/4/98-12/4/03 $40,000,000 4.760% 6.715% $60,822 $427,226
6/12/00-6/12/03 $75,000,000 6.9025% 6.57% ($13,854) ($2,078,247)
6/15/00-6/16/03 $50,000,000 6.895% 6.58% ($7,438) ($1,397,298)
7/17/00-7/15/03 $25,000,000 6.89% 6.79813% ($4,913) ($723,447)
8/15/00-8/15/03 $25,000,000 6.89% 6.75938% ($4,264) ($740,829)
As of December 31, 2000, the aggregate non-amortizing swap notional amount
under our swap agreements was $250.0 million. The Company pays a fixed rate and
receives 3-Month USD-LIBOR-BBA. Net interest positions are settled quarterly.
The variable rate is capped at 7.5% for the swaps with notional amounts of $75.0
million, $50.0 million, $25.0 million and $25.0 million. The swaps with notional
amounts of $35.0 million and $40.0 million can be terminated at the bank's
option in December of 2001. Swap counter-parties are major commercial banks.
Management believes that determining a fair value for the Company's
preferred stock is impractical due to the closely held nature of these
investments.
The Company is required to adopt the provisions of Statement of Financial
Accounting Standards (SFAS) No. 133, "Accounting for Derivative Instruments and
Hedging Activities," as amended by SFAS No. 137 and SFAS No. 138, beginning in
the first quarter of fiscal 2001. This standard, as amended, requires that all
derivative instruments be recorded on the balance sheet at their fair value and
changes in the fair value be recorded each period in earnings or comprehensive
income. The Company anticipates that the adoption of SFAS No. 133 will result in
recording a cumulative adjustment as of the beginning of 2001 to increase
current liabilities to reflect the fair value of interest rate swap agreements
of approximately $4.2 million, and a decrease to comprehensive income of
approximately $4.2 million. The Company currently does not expect the adoption
of SFAS No. 133 to have a material impact on future net income as current
hedging instruments are considered to be highly effective.
(12) Related-Party Transactions
The Company was associated with Triton Cellular Partners L.P. ("Triton
Cellular") by virtue of certain management overlap. As part of this association,
certain costs are incurred on behalf of Triton Cellular and subsequently
reimbursed to the Company. Such costs totaled $482,000, $2.2 million and
$714,000 during 1998, 1999 and 2000, respectively. In addition, pursuant to an
agreement between the Company and Triton Cellular, allocations for management
services rendered are charged to Triton Cellular. Such allocations totaled
$469,000, $505,000 and $196,000 for 1998, 1999 and 2000, respectively. The
outstanding balance at December 31, 1999 and 2000 was $1.1 million and $16,000,
respectively. The Company expects settlement of these outstanding charges during
2001. Triton Cellular consummated the sale of substantially all of its assets in
April 2000.
In January 1998, we entered into a master service agreement with a related
party pursuant to which the related party will provide Triton with radio
frequency design and system optimization support services.
In February 1998, Triton PCS entered into a credit facility for which
affiliates of certain investors serve as agent and lenders. The credit facility
was amended in September 1999 and September 2000 (see Note 8). In connection
with execution of the credit facility and such amendments, the agent and lenders
receive customary fees and expenses.
In May 1998, Triton PCS consummated a private offering of senior
subordinated notes (see Note 9). Affiliates of several cash investors were
initial purchasers in the private offering and received a placement fee of $6.3
million.
F-18
(13) Commitments and Contingencies
(a) Leases
The Company has entered into various leases for its offices, land for cell
sites, cell sites, and furniture and equipment under capital and operating
leases expiring through 2025. The Company has various capital lease commitments
of approximately $5.8 million as of December 31, 2000. As of December 31, 2000,
the future minimum rental payments under these lease agreements having an
initial or remaining term in excess of one year were as follows:
Operating Capital
--------- -------
(in thousands)
2001 $34,968 $ 2,173
2002 35,727 2,076
2003 34,818 1,562
2004 27,876 555
2005 21,208 45
Thereafter 116,977 -
------- -------
Total $271,574 6,411
=======
Interest expense 635
------
Net present value of future payments 5,776
Current portion of capital lease obligation 1,845
--------
$3,931
========
Rent expense under operating leases was $3.0 million, $13.2 million and
$29.4 million for the years ended December 31, 1998, 1999 and 2000,
respectively.
(b) Litigation
The Company has been involved in litigation relating to claims arising out
of its operations in the normal course of business. The Company does not believe
that an adverse outcome of any of these legal proceedings will have a material
adverse effect on the Company's results of operations.
(14) Preferred Stock and Shareholders' Equity
(a) Capital Contributions
On February 4, 1998, pursuant to the Securities Purchase Agreement, the
Company issued $140.0 million of equity to certain institutional investors and
management shareholders in exchange for capital commitments aggregating $140.0
million. The Securities Purchase Agreement provided that the cash contributions
be made to the Company. The Company directed that all cash contributions
subsequent to the initial cash contributions be made directly to Triton.
(b) Preferred Stock
The Series A convertible preferred stock ("Series A") is convertible into
common stock at the option of the holders on or after February 4, 2006. The
conversion rate for each share of Series A is equal to its accreted value
divided by the then fair market value of the Company's common stock.
The holders of the Series A are entitled to 10% cumulative annual
dividends, payable quarterly. At December 31, 2000, cumulative dividends accrued
and classified as a component of preferred stock in the accompanying balance
sheet are $25.4 million. The Company may defer payment of the dividends until
June 30, 2008, at which time all deferred dividend payments must be made. The
Series A is redeemable at its accreted value at the option of the Company on or
after February 4, 2008. The Series A is redeemable at the option of the holders
on or after February 4, 2018. The Series A and the Series B preferred stock
("Series B") are on a parity basis with respect to dividend rights and rights on
liquidation and senior to all other classes of preferred or common stock of the
Company. The Series A holders do not have any voting rights, except as required
by law or in certain circumstances, but have the right to nominate one director.
F-19
In the event that there is a disqualifying transaction, the Company has the
right to cause AT&T Wireless PCS to exchange certain shares of its Series A
convertible preferred stock into Series B preferred stock. The Series B
preferred stock has dividend rights equal to that of the Series A. The Series B
is not convertible into any other security of the Company. The Series B is
redeemable at its accreted value, at the option of the Company at any time. The
Series B holders do not have any voting rights.
The Series C convertible preferred stock ("Series C") converted into Class
A common stock on a 23:1 basis, subject to adjustments, in connection with
Triton's initial public offering.
In December 1998, the Company redeemed from a certain equity investor, and
simultaneously sold for the same amount to certain other equity investors,
approximately 35,600 shares of Series C (which were converted into 818,800
shares of common stock in our initial public offering) for approximately
$3,560,000.
The Series D convertible preferred stock ("Series D") is convertible into
an equivalent number of shares of Series C at the option of the holder. The
holders of the Series D do not have any voting rights. Upon liquidation or
dissolution, the holders of the Series D have a liquidation preference of $100
per share, subject to adjustment and rank senior to the Series C and the common
stock.
In September 1999, the Company sold to certain directors and an officer,
subject to stock purchase agreements, an aggregate of 3,400 shares of Series C
preferred stock (which were converted into 78,200 shares of common stock in our
initial public offering) for a purchase price of $100.00 per share. Compensation
expense of $0.8 million was recorded based on the estimated fair value at the
date of issuance.
(c) Stock Split
In October 1999, the board of directors approved a 23-for-1 stock split of
its common stock effective immediately prior to the initial public offering. All
common stock share data have been retroactively adjusted to reflect this change.
(d) Initial Public Offering
On October 27, 1999, the Company completed an initial public offering of
shares of its Class A common stock and raised approximately $190.2 million, net
of $16.8 million of costs. Affiliates of First Union Affordable Housing
Community Development Corporation and J.P. Morgan SBIC LLC, each of which
beneficially owns more than 5% of the Company's stock, served as underwriters
and received underwriters' fees in connection with the initial public offering.
(15) Quarterly Results of Operations (Unaudited)
The following table summarizes the Company's quarterly financial data for
the two years ended December 31, 2000 and December 31, 1999, respectively:
First Second Third Fourth
2000 Quarter Quarter Quarter Quarter
---- ------- ------- ------- -------
(in thousands, except per share data)
Total revenue $ 62,848 $ 85,236 $ 99,342 $109,855
Loss from operations (35,238) (32,009) (24,137) (33,504)
Net loss available to shareholders (46,738) (44,847) (41,169) (54,017)
Net loss per share - basic and diluted $ (0.75) $ (0.73) $ (0.66) $ (0.87)
First Second Third Fourth
1999 Quarter Quarter Quarter Quarter
---- ------- ------- ------- -------
(in thousands, except per share data)
Total revenue $ 11,540 $ 26,702 $ 43,113 $ 51,876
Loss from operations (20,026) (28,490) (32,331) (44,232)
Net loss available to shareholders (30,925) (37,935) (28,816) (60,409)
Net loss per share - basic and diluted $ (5.01) $ (6.12) $ (4.44) $ (1.33)
F-20
(16) Subsequent Events
On January 19, 2001, Triton PCS completed the private sale of $350.0
million principal amount of 9 3/8% Senior Subordinated Notes due 2011. The notes
are guaranteed by all of the subsidiaries of Triton PCS and rank ratably with
Triton PCS's 11% Senior Subordinated Discount Notes due 2008. The net proceeds
of the notes were approximately $337.5 million.
We hold a 39% interest in Lafayette Communications Company L.L.C.
("Lafayette Communications"), a small business under FCC Guidelines that
participated in the FCC 1900 MHZ C and F Block Broadband PCS Auction No. 35,
which ended on January 26, 2001. Lafayette Communications was the winning bidder
for thirteen 10 MHz C Block licenses and one 10 MHz F Block license covering a
total population of approximately 6.8 million people in our current geographic
area in Georgia, North Carolina and Virginia, and its net high bids totaled
approximately $170 million.
On January 31, 2001, Lafayette Communications entered into a definitive
agreement to acquire licenses for 10 MHz of spectrum from subsidiaries of
Carolina PCS I Limited Partnership. The licenses for this spectrum encompass
nine basic trading areas covering all of South Carolina and serving
approximately 3.5 million people. The transaction is subject to regulatory
approval and certain other closing conditions.
We anticipate negotiating for an agreement with Lafayette Communications,
consistent with FCC requirements, regarding the use of the spectrum acquired by
Lafayette Communications. We intend to fund a senior loan to Lafayette
Communications to finance the acquisition of these licenses. Any senior loan we
provide will be secured by underlying assets of Lafayette Communications. In
connection with the loan, Lafayette Communications will guarantee Triton PCS's
obligations under its credit facility and Triton PCS will pledge the senior loan
to the lenders under its credit facility.
Triton PCS made additional net draws under its credit facility of $167.3
million as of March 5, 2001. (See Note 8)
On February 28, 2001, the Company issued and sold 3,500,000 shares of Class
A common stock in an offering at $32 per share and raised approximately $106.1
million, net of $5.9 million of costs.
(17) Supplemental Cash Flow Information
1998 1999 2000
---- ---- ----
(in thousands)
Cash paid during the year for interest, net of amounts capitalized $ 8,150 $ 4,111 $ 12,943
Non-cash investing and financing activities:
Deferred stock compensation 5,490 15,791 33,373
Equipment acquired under capital lease obligation 2,529 3,456 2,573
Issuance of preferred stock in connection with
Savannah/Athens Transaction - 10,432 -
Capital contribution in connection with conversion of
short-term debt to equity 13,362 - -
Issuance of preferred stock in connection with Norfolk
transaction 14,555 - -
Issuance of preferred stock in connection with AT&T
Transaction net of deferred taxes 100,947 - -
Capital expenditures included in accounts payable 21,027 26,145 13,410
F-21
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this Item is incorporated by reference to
Triton PCS Holdings, Inc.'s proxy statement for the 2001 annual meeting of
stockholders.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is incorporated by reference to
Triton PCS Holdings, Inc.'s proxy statement for the 2001 annual meeting of
stockholders.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this Item is incorporated by reference to
Triton PCS Holdings, Inc.'s proxy statement for the 2001 annual meeting of
stockholders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item is incorporated by reference to
Triton PCS Holdings, Inc.'s proxy statement for the 2001 annual meeting of
stockholders.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) (1) Financial Statements and Financial Statement Schedules
The following financial statements have been included as part of this
report:
Report of PricewaterhouseCoopers LLP F-2
Consolidated Balance Sheets F-3
Consolidated Statements of Operations F-4
Consolidated Statements of Redeemable Preferred Equity and Shareholders' Equity (Deficit) F-5
Consolidated Statements of Cash Flows F-6
Notes to Consolidated Financial Statements F-7
Schedule I - Condensed Financial Information of the Registrant 30
Schedule II - Valuation and Qualifying Accounts 33
29
(a) (2) Financial Statement Schedules
TRITON PCS HOLDINGS, INC.
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT
TRITON PCS HOLDINGS, INC.
BALANCE SHEETS
(Dollars in thousands)
December 31, December 31,
1999 2000
-------------- ---------------
ASSETS:
Investment in subsidiaries $328,113 $159,505
-------------- ---------------
-
Total Assets $328,113 $159,505
============== ===============
LIABILITIES AND SHAREHOLDERS' EQUITY:
Total liabilities - -
Series A Redeemable Preferred Stock, $0.01 par value 94,203 104,068
SHAREHOLDERS' EQUITY
Series B Preferred Stock, $0.01 par value - -
Series C Preferred Stock, $0.01 par value - -
Series D Preferred Stock, $0.01 par value 5 5
Class A Common Stock, $0.01 par value 537 541
Class B Non-voting Common Stock, $0.01 par value 82 82
Additional paid-in capital 436,229 459,999
Accumulated deficit (186,091) (362,997)
Deferred compensation (16,852) (42,193)
-------------- ---------------
Total Shareholders' Equity 233,910 55,437
-------------- ---------------
Total Liabilities and Shareholders' Equity $328,113 $159,505
============== ===============
See accompanying notes to financial statements.
30
TRITON PCS HOLDINGS, INC.
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT (Continued)
TRITON PCS HOLDINGS, INC.
STATEMENTS OF OPERATIONS
(Dollars in thousands)
For the Year Ended For the Year Ended For the Year Ended
December 31, 1998 December 31, 1999 December 31, 2000
------------------ ----------------- -----------------
Equity in net loss of subsidiaries $(32,740) $(149,360) $(176,758)
General & administrative expenses - - (148)
------------------ ----------------- -----------------
Net loss (32,740) (149,360) (176,906)
Accretion of preferred stock (6,853) (8,725) (9,865)
Net loss available to common shareholders $(39,593) $(158,085) $(186,771)
================== ================= =================
See accompanying notes to financial statements.
31
TRITON PCS HOLDINGS, INC.
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT (Continued)
TRITON PCS HOLDINGS, INC.
STATEMENTS OF CASH FLOWS
(Dollars in thousands)
For the Year Ended For the Year Ended For the Year Ended
December 31, 1998 December 31, 1999 December 31, 2000
----------------- ----------------- -----------------
Cash flows from operating activities:
Net loss $(32,740) $(149,360) $(176,906)
Equity in net loss of subsidiaries 32,740 149,360 176,758
----------------- ----------------- -----------------
Net cash used in operating activities - - (148)
Cash flows from investing activities
Investment in subsidiaries (82,696) (287,754) (118)
------------------ ----------------- -----------------
Net cash used in investing activities (82,696) (287,754) (118)
Cash flows from financing activities
Proceeds from initial public offering, net - 190,245 -
Proceeds from issuance of stock in
connection with private equity
investment 33,256 95,000 -
Proceeds from issuance of Series C
Preferred Stock - 340 -
Re-issuance of Series C Preferred Stock 3,560 - -
Redemption of Series C Preferred Stock (3,560) - -
Proceeds from issuance of stock in
connection with the Myrtle Beach
transaction 35,091 - -
Proceeds from the issuance of stock in
connection with the Norfolk transaction 14,349 2,169 -
Payment of deferred transaction costs - - (462)
Contributions under the Employee Stock
Purchase Plan - - 728
------------------ ----------------- -----------------
Net cash provided by financing activities 82,696 287,754 266
Net decrease in cash - - -
Cash and cash equivalents, beginning of
period - - -
------------------ ----------------- -----------------
Cash and cash equivalents, end of period $ - $ - $ -
================== ================= =================
See accompanying notes to financial statements.
32
TRITON PCS HOLDINGS, INC.
NOTES TO FINANCIAL STATEMENTS
Note 1.
These statements should be read in conjunction with the Company's
consolidated financial statements and notes thereto filed on Form 10-K.
TRITON PCS HOLDINGS, INC.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(in thousands)
Additions Deductions Add
Balance at Charged to Credited to Myrtle Balance
Beginning Cost and Costs and Beach At end
of year Expenses Expenses Acquisitions of year
------- -------- -------- ------------ -------
Allowance for doubtful accounts:
Year ended December 31, 1998 - 636 480 915 1,071
Year ended December 31, 1999 1,071 2,758 2,064 - 1,765
Year ended December 31, 2000 1,765 7,763 6,622 - 2,906
Inventory Obsolescence Reserve:
Year ended December 31, 1999 - 177 - - 177
Year ended December 31, 2000 177 1,711 - - 1,888
Valuation Allowance for Deferred Tax Assets:
Year ended December 31, 1998 1,584 6,922 - - 8,506
Year ended December 31, 1999 8,506 58,178 - - 66,684
Year ended December 31, 2000 66,684 75,741 - - 142,425
All other schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable, and therefore have been omitted.
(a) (3) Exhibits
Exhibit
Number Description
- ------ -----------
3.1 Second Restated Certificate of Incorporation of Triton PCS Holdings, Inc.
(incorporated by reference to Exhibit 3.4 to the Form 10-Q of Triton PCS
Holdings, Inc. for the quarter ended September 30, 1999).
3.2 Second Amended and Restated Bylaws of Triton PCS Holdings, Inc.
(incorporated by reference to Exhibit 3.6 to the Form 10-Q of Triton PCS
Holdings, Inc. for the quarter ended September 30, 1999)
33
4.1 Specimen Common Stock Certificate (incorporated by reference to Exhibit
4.1 to Amendment No. 3 to the Form S-1 Registration Statement of Triton
PCS Holdings, Inc., File No. 333-85149).
4.2 Indenture, dated as of May 4, 1998, between Triton PCS, Inc., the
Guarantors party thereto and PNC Bank, National Association (incorporated
by reference to Exhibit 4.1 to the Form S-4 Registration Statement of
Triton PCS, Inc. and its subsidiaries, File No. 333-57715).
4.3 First Supplemental Indenture, dated as of March 30, 1999, to the
Indenture dated as of May 4, 1998 (incorporated by reference to Exhibit
4.1 to the Form 10-Q of Triton PCS, Inc. and its subsidiaries, for the
quarter ended March 31, 1999).
4.4 Second Supplemental Indenture, dated as of December 21, 1999, to the
Indenture dated as of May 4, 1998 (incorporated by reference to Exhibit
4.4 to Amendment No. 2 to the Form S-3 Registration Statement of Triton
PCS Holdings, Inc., File No. 333-49974).
4.5 Indenture, dated as of January 19, 2001, among Triton PCS, Inc., the
Guarantors party thereto and The Bank of New York (incorporated by
reference to Exhibit 4.5 to Amendment No. 2 to the Form S-3 Registration
Statement of Triton PCS Holdings, Inc., File No. 333-49974).
4.6 Registration Rights Agreement, dated as of January 19, 2001, among Triton
PCS, Inc., the Guarantors party thereto and Chase Securities Inc., Morgan
Stanley & Co. Incorporated, Lehman Brothers Inc., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, ABN AMRO Incorporated, Credit Lyonnais
Securities (USA) Inc., PNC Capital Markets, Inc., First Union Securities,
Inc., Scotia Capital Markets (USA) Inc., SunTrust Equitable Securities
Corporation, TD Securities (USA) Inc. and Wasserstein Perella Securities,
Inc. (incorporated by reference to Exhibit 4.9 to Amendment No. 2 to the
Form S-3 Registration Statement of Triton PCS Holdings, Inc., File No.
333-49974).
10.1 Second Amended and Restated Credit Agreement, dated as of February 3,
1998, as amended and restated as of September 22, 1999 and September 14,
2000, among Triton PCS, Inc., Triton PCS Holdings, Inc., the Lenders (as
defined therein) party thereto, and The Chase Manhattan Bank, as
administrative agent (incorporated by reference to Exhibit 10.4 to the
Form 10-Q of Triton PCS Holdings, Inc. for the quarter ended September
30, 2000).
10.2 AT&T Wireless Services Network Membership License Agreement, dated as of
February 4, 1998, between AT&T Corp. and Triton PCS Operating Company
L.L.C. (incorporated by reference to Exhibit 10.8 to the Form S-4
Registration Statement of Triton PCS, Inc. and its subsidiaries, File No.
333-57715).
10.3 Amendment No. 1 to AT&T Wireless Services Network Membership License
Agreement, dated as of December 31, 1998, between AT&T Corp. and Triton
PCS Operating Company L.L.C. (incorporated by reference to Exhibit 10.17
to the Form S-1 Registration Statement of Triton PCS Holdings, Inc., File
No. 333-85149).
10.4 Amendment No. 2 to AT&T Wireless Services Network Membership License
Agreement, dated as of June 8, 1999, between AT&T Corp. and Triton PCS
Operating Company L.L.C. (incorporated by reference to Exhibit 10.18 to
the Form S-1 Registration Statement of Triton PCS Holdings, Inc., File
No. 333-85149).
10.5 Intercarrier Roamer Service Agreement, dated as of February 4, 1998,
between AT&T Wireless Services, Inc. and Triton PCS Operating Company
L.L.C. (incorporated by reference to Exhibit 10.11 to the Form S-4
Registration Statement of Triton PCS, Inc. and its subsidiaries, File No.
333-57715).
34
10.6 Amendment No. 1 to Intercarrier Roamer Service Agreement, dated as of
December 31, 1998, between AT&T Wireless Services, Inc. and Triton PCS
Operating Company L.L.C. (incorporated by reference to Exhibit 10.24
to the Form S-1 Registration Statement of Triton PCS Holdings, Inc.,
File No. 333-85149).
10.7 Amendment No. 2 to Intercarrier Roamer Service Agreement, dated as of
June 8, 1999, between AT&T Wireless Services, Inc. and Triton PCS
Operating Company L.L.C. (incorporated by reference to Exhibit 10.25
to the Form S-1 Registration Statement of Triton PCS Holdings, Inc.,
File No. 333-85149).
10.8 Amendment to Intercarrier Roamer Service Agreement, dated as of
August 11, 1999, between AT&T Wireless Services, Inc. and Triton PCS,
Inc.
10.9 Master Tower Site Lease Agreement, dated as of May 28, 1998, between
Triton PCS Property Company L.L.C. and AT&T Corp. (incorporated by
reference to Exhibit 10.23 to Amendment No. 1 to the Form S-4
Registration Statement of Triton PCS, Inc. and its subsidiaries, File
No. 333-57715).
10.10 Asset Purchase Agreement, dated as of July 13, 1999, among Triton PCS
Operating Company, L.L.C., Triton PCS Property Company L.L.C. and
American Tower, L.P (incorporated by reference to Exhibit 10.38 to
Post-Effective Amendment No. 2 to the Form S-4 Registration Statement
of Triton PCS, Inc. and its subsidiaries, File No. 333-57715).
+ 10.11 Ericsson Acquisition Agreement, dated as of March 11, 1998, between
Triton Equipment Company L.L.C. and Ericsson, Inc. (incorporated by
reference to Exhibit 10.15 to Amendment No. 2 to the Form S-4
Registration Statement of Triton PCS, Inc. and its subsidiaries, File
No. 333-57715).
+ 10.12 First Addendum to Acquisition Agreement, dated as of May 24, 1999,
between Triton PCS Equipment Company L.L.C. and Ericsson, Inc.
(incorporated by reference to Exhibit 10.27 to the Form S-1
Registration Statement of Triton PCS Holdings, Inc., File No. 333-
85149).
++ 10.13 Second Addendum to Acquisition Agreement, dated as of September 22,
1999, between Triton PCS Equipment Company L.L.C. and Ericsson, Inc.
++ 10.14 Third Addendum to Acquisition Agreement, dated as of June 20, 2000,
between Triton PCS Equipment Company L.L.C. and Ericsson, Inc.
10.13 First Amended and Restated Stockholders' Agreement among AT&T Wireless
PCS, L.L.C., Triton PCS Holdings, Inc., CB Capital Investors, L.P.,
J.P. Morgan Investment Corporation, Sixty Wall Street SBIC Fund, L.P.,
Private Equity Investors III, L.P., Equity-linked Investors-II,
Toronto Dominion Capital (USA), Inc., First Union Capital Partners,
Inc., DAG-Triton PCS, L.P., Michael E. Kalogris, Steven R. Skinner,
David D. Clark, Clyde Smith, Patricia Gallagher and David Standig
(incorporated by reference to Exhibit 10.47 to the Form 10-Q of Triton
PCS Holdings, Inc. for the quarter ended September 30, 1999).
10.14 Investors Stockholders' Agreement, dated as of February 4, 1998, among
CB Capital Investors, L.P., J.P. Morgan Investment Corporation, Sixty
Wall Street SBIC Fund, L.P., Private Equity Investors III, L.P.,
Equity-Linked Investors-II, Toronto Dominion Capital (USA), Inc., DAG-
Triton PCS, L.P., First Union Capital Partners, Inc., and the
stockholders named therein (incorporated by reference to Exhibit 10.10
to the Form S-4 Registration Statement of Triton PCS, Inc. and its
subsidiaries, File No. 333-57715).
10.15 Amendment No. 1 to Investors Stockholders' Agreement among CB Capital
Investors, L.P., J.P. Morgan Investment Corporation, Sixty Wall Street
SBIC Fund, L.P., Private Equity Investors III, L.P., Equity-Linked
Investors-II, Toronto Dominion Capital (USA), Inc., DAG-Triton PCS,
L.P., First Union Capital Partners, Inc., and the stockholders named
therein (incorporated by reference to
35
Exhibit 10.48 to the Form 10-Q of Triton PCS Holdings, Inc. for the
quarter ended September 30, 1999).
10.16 Employment Agreement, dated as of February 4, 1998, among Triton
Management Company, Inc., Triton PCS Holdings, Inc. and Michael E.
Kalogris (incorporated by reference to Exhibit 10.16 to the Form S-4
Registration Statement of Triton PCS, Inc. and its subsidiaries, File
No. 333-57715).
10.17 Amendment No. 1 to Employment Agreement, dated as of June 29, 1998,
among Triton Management Company, Inc., Triton PCS Holdings, Inc., and
Michael E. Kalogris (incorporated by reference to Exhibit 10.16.1 to
Amendment No. 1 to the Form S-4 Registration Statement of Triton PCS,
Inc. and its subsidiaries, File No. 333-57715).
10.18 Amendment No. 2 to the Employment Agreement by and among Triton
Management Company, Inc., Triton PCS Holdings, Inc. and Michael E.
Kalogris, dated December, 1998 (incorporated by reference to Exhibit
10.39 to Post-Effective Amendment No. 2 to the Form S-4 Registration
Statement of Triton PCS, Inc. and its subsidiaries, File No. 333-
57715).
10.19 Amendment No. 3 to the Employment Agreement by and among Triton
Management Company, Inc., Triton PCS Holdings, Inc. and Michael E.
Kalogris, dated June 8, 1999 (incorporated by reference to Exhibit
10.40 to Post-Effective Amendment No. 2 to the Form S-4 Registration
Statement of Triton PCS, Inc. and its subsidiaries, File No. 333-
57715).
10.20 Employment Agreement, dated as of February 4, 1998, between Triton
Management Company and Steven R. Skinner (incorporated by reference to
Exhibit 10.18 to Amendment No. 1 to the Form S-4 Registration
Statement of Triton PCS, Inc. and its subsidiaries, File No. 333-
57715).
10.21 Amendment No. 1 to Employment Agreement, dated as of June 29, 1998,
among Triton Management Company, Inc., Triton PCS Holdings, Inc., and
Steven R. Skinner (incorporated by reference to Exhibit 10.18.1 to the
Form S-4 Registration Statement of Triton PCS, Inc. and its
subsidiaries, File No. 333-57715).
10.22 Amendment No. 2 to the Employment Agreement by and among Triton
Management Company, Inc., Triton PCS Holdings, Inc. and Steven R.
Skinner, dated as of December 31, 1998 (incorporated by reference to
Exhibit 10.41 to Post-Effective Amendment No. 2 to the Form S-4
Registration Statement of Triton PCS, Inc. and its subsidiaries, File
No. 333-57715).
10.23 Amendment No. 3 to the Employment Agreement by and among Triton
Management Company, Inc., Triton PCS Holdings, Inc. and Steven R.
Skinner, dated as of June 8, 1999 (incorporated by reference to
Exhibit 10.42 to Post-Effective Amendment No. 2 to the Form S-4
Registration Statement of Triton PCS, Inc. and its subsidiaries, File
No. 333-57715).
10.24 Amended and Restated Common Stock Trust Agreement for Management
Employees and Independent Directors, dated as of June 26, 1998
(incorporated by reference to Exhibit 10.19 to Amendment No. 1 to the
Form S-4 Registration Statement of Triton PCS, Inc. and its
subsidiaries, File No. 333-57715).
10.25 Form of Stockholders Letter Agreement for management employees
(incorporated by reference to Exhibit 10.43 to Post-Effective
Amendment No. 2 to the Form S-4 Registration Statement of Triton PCS,
Inc. and its subsidiaries, File No. 333-57715).
10.26 Form of Stockholders Letter Agreement for independent directors
(incorporated by reference to Exhibit 10.44 to Post-Effective
Amendment No. 2 to the Form S-4 Registration Statement of Triton PCS,
Inc. and its subsidiaries, File No. 333-57715).
10.27 Triton PCS Holdings, Inc. 1999 Stock and Incentive Plan (incorporated
by reference to Exhibit 10.45 to the Form S-1 Registration Statement
of Triton PCS Holdings, Inc., File No. 333-85149).
36
10.28 Triton PCS Holdings, Inc. Employee Stock Purchase Plan (incorporated
by reference to Exhibit 10.46 to the Form S-1 Registration Statement
of Triton PCS Holdings, Inc., File No. 333-85149).
10.29 Underwriting Agreement, dated February 22, 2001, among Triton PCS
Holdings, Inc., Michael E. Kalogris, Steven R. Skinner, J.P. Morgan
Partners (23A SBIC), LLC, J.P. Morgan SBIC LLC, Sixty Wall Street SBIC
Fund, L.P., Equity-Linked Investors-II, Toronto Dominion Capital
(U.S.A.), Inc., First Union Affordable Housing Community Development
Corporation, DAG-Triton PCS, L.P., and Morgan Stanley & Co.
Incorporated, Salomon Smith Barney Inc., First Union Securities, Inc.
and Robert W. Baird & Co. Incorporated
21.1 Subsidiaries of Triton PCS Holdings, Inc.
23.1 Consent of PricewaterhouseCoopers LLP.
24.1 Power of Attorney (set forth on the signature page of this report).
- ---------------------
+ Portions of this exhibit have been omitted under an SEC order granting
confidential treatment under the Securities Act.
++ Portions of this exhibit have been omitted pursuant to a request for
confidential treatment, and the omitted portions have been filed separately
with the Securities and Exchange Commission.
(a) Reports on Form 8-K
A report on Form 8-K was filed on November 1, 2000 reporting "Other Events"
pursuant to Item 5 thereof.
A report on Form 8-K was filed on November 9, 2000 reporting "Financial
Statements of Business Acquired" pursuant to Item 7 thereof. The financial
statements filed were the audited financial statements of Vanguard Cellular
Systems of South Carolina, Inc. ("Vanguard") as of December 31, 1996 and
1997 and for the three years in the period ended December 31, 1997 and
unaudited financial statements of Vanguard as of June 30, 1998 and for the
six months ended June 30, 1997 and 1998.
37
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act
of 1934, as amended, the Registrant has duly caused this report to be signed on
its behalf by the undersigned; thereunto duly authorized, in the City of Berwyn,
State of Pennsylvania on March 15, 2001.
Triton PCS Holdings, Inc.
By: /s/ Michael E. Kalogris
----------------------------------
Chief Executive Officer
(principal executive officer)
By: /s/ David D. Clark
----------------------------------
Executive Vice President and
Chief Financial Officer
(principal financial officer)
Power of Attorney
Triton PCS Holdings, Inc. a Delaware corporation, and each person whose
signature appears below, constitutes and appoints Michael E. Kalogris and David
D. Clark, and either of them, with full power to act without the other, such
person's true and lawful attorneys-in-fact, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign this Annual Report on Form 10-K and any and all amendments
to such Annual Report on Form 10-K and other documents in connection therewith,
and to file the same, and all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact, and each of them, full power and authority to do and perform
each and every act and thing necessary or desirable to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, thereby ratifying and confirming all that said attorneys-in-fact, or any
of them, or their or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of Triton PCS
Holdings, Inc. and in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
Chief Executive Officer and Chairman of March 15, 2001
/s/ Michael E. Kalogris the Board of Directors
- -------------------------
Michael E. Kalogris (Principal Executive Officer)
/s/ Steven R. Skinner President, Chief Operating March 15, 2001
- -------------------------
Steven R. Skinner Officer and Director
Executive Vice President, Chief Financial March 15, 2001
/s/ David D. Clark Officer and Secretary
- -------------------------
David D. Clark (Principal Financial Officer)
/s/ Andrew M. Davies Vice President and Controller March 15, 2001
- -------------------------
Andrew M. Davies (Principal Accounting Officer)
38
/s/ Scott I. Anderson Director March 15, 2001
- -------------------------
Scott I. Anderson
/s/ John D. Beletic Director March 15, 2000
- -------------------------
John D. Beletic
/s/ Arnold L. Chavkin Director March 15, 2001
- -------------------------
Arnold L. Chavkin
/s/ John W. Watkins Director March 15, 2001
- -------------------------
John W. Watkins
/s/ William W. Hague Director March 15, 2001
- -------------------------
William W. Hague
39