<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 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: 0-27442
OMNIPOINT CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 04-2969720
- ------------------------------- ---------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
3650 131ST AVENUE S.E.,
BELLEVUE, WASHINGTON 98006
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(425) 653-4600
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(Registrant's telephone number, including area code)
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed
since last report.)
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 ___
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OMNIPOINT CORPORATION
FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2000
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Consolidated Balance Sheets 3
Consolidated Statements of Operations 4
Consolidated Statements of Cash Flows 5
Notes to Consolidated Financial Statements 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 10
PART II - OTHER INFORMATION 13
ITEM 1. LEGAL PROCEEDINGS 13
ITEM 2. CHANGES IN SECURITIES 13
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 13
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 13
ITEM 5. OTHER INFORMATION 13
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 13
</TABLE>
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OMNIPOINT CORPORATION
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
----------- ------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 163,103 $ 347,557
Accounts receivable, net of allowance for doubtful accounts of
$17,558 and $14,798, respectively 79,850 66,590
Inventory 12,539 39,144
Prepaid expenses and other current assets 58,542 47,079
----------- -----------
Total current assets 314,034 500,370
Property and equipment, net of accumulated depreciation
of $7,103 and $316,560, respectively 473,900 1,089,572
Licensing costs and other intangible assets, net of accumulated
amortization of $2,663 and $72,885, respectively 984,066 731,082
Goodwill, net of accumulated amortization of $17,153 and $0,
respectively 4,112,253
Investments in and advances to unconsolidated affiliates 599,789 6,608
----------- -----------
$ 6,484,042 $ 2,327,632
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 18,239 $ 66,972
Accrued liabilities 233,882 188,946
Construction accounts payable 12,059 1,821
Payable to affiliate 99,158
Current portion of long-term debt 124,836 164,556
----------- -----------
Total current liabilities 488,174 422,295
Long-term debt 2,699,780 2,864,159
Shareholders' equity:
7% Cumulative convertible preferred stock; $1,000 par value;
10,000,000 shares authorized and 325,000 shares
issued and outstanding 302,339 297,109
Series A non-voting convertible preferred stock; $0.01
par value; 12,500 authorized and outstanding 300,000 300,000
Common stock, no par value, and paid in capital 2,753,044 315,920
Deferred compensation (13,978)
Deficit (59,295) (1,857,873)
----------- -----------
Total shareholders' equity 3,296,088 (958,822)
----------- -----------
$ 6,484,042 $ 2,327,632
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements
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OMNIPOINT CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
February 25 January 1 to Three months
to March 31, February 24, ended March 31,
2000 2000 1999
------------ ------------ ---------------
<S> <C> <C> <C>
Revenues:
Subscriber revenues $ 20,914 $ 42,458 $ 34,488
Prepaid revenues 24,297 44,781 15,876
Roamer revenues 4,138 9,629 4,469
Equipment sales and other revenue 7,028 12,275 14,818
-------- --------- ---------
Total revenues 56,377 109,143 69,651
-------- --------- ---------
Operating expenses:
Cost of service 12,113 31,066 35,719
Cost of equipment sales 15,366 32,512 39,142
Cost of engineering services 283 736 1,533
Research and development, net 296 1,530
General and administrative 19,277 51,100 30,289
Sales and marketing 14,414 38,283 36,256
Depreciation and amortization 26,920 38,603 45,862
Stock-based compensation 693
-------- --------- ---------
Total operating expenses 88,669 193,830 189,494
-------- --------- ---------
Operating loss (32,292) (84,687) (119,843)
-------- --------- ---------
Other income (expense):
Interest and financing expense, net (22,848) (58,421) (61,588)
Equity in net loss of unconsolidated affiliates (4,623) (2,585)
Interest income and other 468 1,805 2,520
-------- --------- ---------
Total other income (expense) (27,003) (56,616) (61,653)
-------- --------- ---------
Net loss (59,295) (141,303) (181,496)
Accretion of 7% cumulative convertible preferred stock (1,743) (3,487) (5,229)
-------- --------- ---------
Net loss attributable to common shareholders $(61,038) $(144,790) $(186,725)
======== ========= =========
</TABLE>
See accompanying notes to consolidated financial statements
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<PAGE> 5
OMNIPOINT CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
February 25 to January 1 Three months
March 31, to February 25, ended March 31,
2000 2000 1999
-------------- --------------- ---------------
<S> <C> <C> <C>
Operating activities:
Net loss $ (59,295) $ (141,303) $(181,496)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 26,920 38,603 45,862
Payment in inkind interest on financing agreements 10,422
Equity in net loss of unconsolidated affiliates 4,623 2,585
Sales of trading securities, net 12,847
Other, net 11,754 3,265
Changes in operating assets and liabilities:
Accounts receivable, net (24,317) (14,950) (7,327)
Inventory 3,417 2,390 6,937
Prepaid expenses and other current assets (31,002) (5,684) (6,467)
Accounts payable and accrued liabilities 51,291 (117,528) (4,075)
----------- ---------- ---------
Net cash used in operating activities (28,363) (226,718) (117,447)
----------- ---------- ---------
Investing activities:
Purchase of property and equipment (17,086) (40,341) (21,644)
FCC deposit (6,500)
Investments in and advances to unconsolidated affiliates (1,900) (1,291)
----------- ---------- ---------
Net cash used in investing activities (18,986) (41,632) (28,144)
----------- ---------- ---------
Financing activities:
Proceeds from issuance of common stock, net 3,599 405
Additions to long-term debt 1,900,000 10,917 166,312
Repayment of long-term debt (1,746,597) (12,072) (2,730)
Payment of FCC licenses (27,543)
Deferred financing costs (56,875) (628)
Advances from affiliates 40,380 (12)
----------- ---------- ---------
Net cash provided by financing activities 136,908 2,444 135,804
----------- ---------- ---------
Change in cash and cash equivalents 89,559 (265,906) (9,787)
Cash and cash equivalents, beginning of period 73,544 347,557 194,732
----------- ---------- ---------
Cash and cash equivalents, end of period $ 163,103 $ 81,651 $ 184,945
=========== ========== =========
</TABLE>
See accompanying notes to consolidated financial statements
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<PAGE> 6
OMNIPOINT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. GENERAL:
The Company provides wireless communications services in urban markets
in the United States using the Global System for Mobile Communications, or GSM,
technology. On February 25, 2000, we completed the merger with VoiceStream
Corporation ("VoiceStream") and are now a wholly-owned subsidiary of
VoiceStream. VoiceStream also provides wireless communications services in urban
markets in the United States using GSM.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
The accompanying interim consolidated financial statements and the
financial information included herein are unaudited, but reflect all adjustments
which are, in the opinion of management, necessary for a fair presentation of
the financial position, results of operations and cash flows for the periods
presented. All such adjustments are of a normal, recurring nature. Results of
operations for interim periods presented herein are not necessarily indicative
of results of operations for the entire year.
Purchase accounting adjustments
As a result of the VoiceStream merger and the push-down purchase
accounting that resulted, we recorded several non-cash adjustments including the
following (see Note 3 for further discussion of merger):
<TABLE>
<S> <C>
Contribution of net assets to joint ventures $ 150,000
Working capital adjustment (107,000)
Property, plant and equipment adjustment (363,000)
Licenses and other intangibles (excluding goodwill) 539,000
Other assets (26,000)
Goodwill (4,129,000)
Common stock 2,439,000
Deficit 1,858,000
</TABLE>
The above adjustments reflect the estimated fair value of assets and
liabilities acquired by VoiceStream as of the date of acquisition. The
adjustment to working capital includes certain reserves recorded for assets
estimated to be uncollectable, estimated inventory obsolescence and estimated
liabilities incurred prior to merger date. Some allocations are based on
valuations which are currently being finalized. Management does not believe that
the final purchase price allocation will produce materially different results
than those reflected above.
Intangible assets and amortization
Goodwill consists of the excess of the purchase price over the fair
value of assets in the merger with VoiceStream (see Note 3), and is being
amortized over a useful life of 20 years. Licensing costs are amortized over a
useful life of 40 years.
Reclassifications
Certain prior period amounts have been reclassified to conform to the
current presentation.
Recently issued accounting pronouncements:
In June 1998, the Financial Accounting Standards Board issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities." It requires
the recognition of all derivatives as either assets or liabilities and the
measurement of those instruments at fair value. The implementation of SFAS No.
133 is not expected to have a material impact on our financial position or
results of operations. SFAS No. 137, "Accounting for Derivative Instruments and
Hedging Activities -- Deferral of the Effective Date of FASB Statement No. 133",
issued in August 1999, postpones for one year the mandatory effective date for
adoption of SFAS No. 133 to January 1, 2001.
In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin Number 101, "Revenue Recognition in Financial
Statements." This bulletin will become effective for the issuance of our June
30, 2000, quarterly financial statements. This bulletin establishes more clearly
defined revenue recognition criteria than previously existing accounting
pronouncements, and specifically addresses revenue recognition requirements for
non-refundable fees, such as activation fees collected by a company upon
entering into an arrangement with a customer, such as an arrangement to provide
telecommunication services. We are currently evaluating this bulletin to
determine the impact on our financial position and results of operations.
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<PAGE> 7
OMNIPOINT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED:
In March 2000, the Financial Accounting Standards Board (FASB) released
FASB Interpretation No. 44, "Accounting for Certain Transactions involving Stock
Compensation, an interpretation of APB Opinion No. 25", which provides
clarification of Opinion 25 for certain issues such as the determination of an
employee, the criteria for determining whether a plan qualifies as a
noncompensatory plan and the accounting consequences of various modifications to
the terms of a previously fixed stock option or award. We believe that our
practices are in conformity with this guidance, and therefore Interpretation
No. 44 will have no impact on the Company's financial statements.
Supplemental cash flow disclosure
Cash paid for interest (net of amounts capitalized) was $81.8 million
for the three months ended March 31, 2000 and $79.8 million for the same period
in 1999.
3. MERGER WITH VOICESTREAM:
On February 25, 2000, we completed the merger with VoiceStream. The
merger was accounted for under the purchase method of accounting. Pursuant to
the agreement, 0.825 shares of VoiceStream common stock plus $8.00 in cash was
exchanged for every share of outstanding Omnipoint common stock. There was a
cash or share election option available to shareholders of Omnipoint subject to
proration.
Under the Designated Entity rules set forth by the FCC, VoiceStream can
not own or operate Omnipoint's C and F Block licenses. As a result, immediately
prior to the Omnipoint merger, the C and F Block licenses, assets and
liabilities associated with these licenses and operations were transferred to
two new joint venture entities controlled by Cook Inlet. Omnipoint accounted for
this transfer of non-monetary assets as an investment at VoiceStream's
historical cost, which equates to the fair value of these assets and liabilities
as the result of the purchase accounting performed for the merger. Each of these
joint venture entities, Cook Inlet/VoiceStream GSM II PCS, LLC ("CIVS II") and
Cook Inlet/VoiceStream GSM III PCS, LLC, ("CIVS III") qualify as a Designated
Entity.
VoiceStream and the Cook Inlet Partners have entered into reciprocal
technical services agreements which allow each to utilize airtime on the
other's spectrum, and/or utilize wireless system infrastructure, in certain
agreed upon markets. The agreements are structured such that each performs as a
reseller for the other and related fees are charged and paid between the
parties.
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<PAGE> 8
3. MERGER WITH VOICESTREAM - CONTINUED:
Cook Inlet has contributed a total of $75 million in cash to these joint
venture entities for its 50.1% ownership and exchange rights. Omnipoint
contributed a combination of non-cash assets and liabilities for its 49.9%
ownership. Cook Inlet holds the majority of voting power in each of these joint
venture entities. As part of this transaction, Cook Inlet has certain rights,
but not the obligation, to exchange its joint venture interests into a total of
3,750,000 shares of VoiceStream common stock for a 30 day period beginning after
the FCC regulatory holding period has expired (currently five years after the
issuance date of the licenses held by Cook Inlet/VoiceStream GSM II and III).
For CIVS II, this date is in the second quarter of 2002,
and for CIVS III in the fourth quarter of 2004. These
rights are conditioned upon the FCC's Designated Entity rules and VoiceStream's
legal ability to own the C and F Block licenses at the time of the exchange
under such rules.
As mentioned above, each of the joint venture agreements included rights
whereby Cook Inlet has the ability to exchange its investment in the joint
ventures for a fixed number of VoiceStream shares. The fair value of the
exchange rights of $28.0 million has been recorded as an increase to investment
in and advances to unconsolidated affiliates and additional paid in capital as
of March 31, 2000. The fair value is being amortized over the life of these
exchange rights.
Unaudited pro forma operating results, assuming the merger with
VoiceStream occurred on January 1 of the respective years:
<TABLE>
<CAPTION>
(in thousands) MARCH 31, MARCH 31,
2000 1999
---------- ----------
<S> <C> <C>
Total revenues $ 151,050 $ 60,577
Net loss $(222,062) $(209,907)
</TABLE>
4. LOSS PER COMMON SHARE:
Omnipoint will no longer present earnings per share information as the
Company is now a wholly-owned subsidiary of VoiceStream.
5. LONG-TERM DEBT:
<TABLE>
<CAPTION>
(in thousands) MARCH 31, DECEMBER 31,
2000 1999
---------- ------------
<S> <C> <C>
Term loans under new credit facility $1,900,000
11 5/8% Senior Notes and Series A Senior Notes 450,000 $ 450,000
14% Senior Notes 142,800 142,800
11 1/2% Senior Notes 205,000 205,000
12% Institutional Notes 25,000
Vendor financing agreements 1,870,902
FCC license obligations 124,836 334,971
---------- ----------
2,822,636 3,028,673
Less current portion of long-term debt (124,836) (164,556)
Add unamortized discount and premium, net 1,980 42
---------- ----------
$2,699,780 $2,864,159
========== ==========
</TABLE>
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<PAGE> 9
OMNIPOINT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
5. LONG-TERM DEBT - CONTINUED:
On February 25, 2000, immediately following the completion of the
VoiceStream merger, VoiceStream entered into a new credit facility with a
consortium of lenders. Pursuant to the new credit facility, the lenders have
made available revolving credit loans and term loans in an aggregate principal
amount not to exceed $3.25 billion. The revolving credit portion of the new
credit facility is a $1.35 billion reducing revolving credit. Under the terms of
the new credit facility, a subsidiary of Omnipoint is designated as a borrower
subject to the same terms and conditions as VoiceStream. Immediately following
the completion of the VoiceStream merger, proceeds of draws on the
new credit facility were used to repay certain long-term debt of Omnipoint.
The availability of the revolving credit portion of the new credit
facility declines over the period commencing three years after the closing date
through the eighth anniversary of the closing date in the following percentages:
10% in year four, 15% in year five, 20% in year six, 20% in year seven and 35%
in year eight. The term loan portions of the new credit facility is comprised of
a $900 million Tranche A and a $1 billion Tranche B. Tranche A is required to be
amortized at the same rate that the availability under the revolving credit
portion of the anticipated new credit facility reduces with a final maturity on
the eighth anniversary of the closing date. Tranche B is required to be
amortized in the following amounts during the period commencing three years
after the closing date through the ninth anniversary: $10 million in each of
years four through eight and the remaining balance in year nine.
Borrowings under Tranche A bear interest, at VoiceStream's option, at
an annual rate of interest equal to either (1) the greater of (a) the prime
rate, or (b) the Federal Funds rate plus 1/2%, or (2) a Eurodollar rate, in each
instance plus an applicable margin. Such applicable margin will range to a
maximum of 1.50%, in the case of loans based on the prime rate or Federal Funds
rate, and to a maximum of 2.75%, in the case of loans based on a Eurodollar
rate, in each case based upon certain factors including the ratio of total
indebtedness to operating cash flow, as defined in the new credit facility, of
VoiceStream.
Tranche B bears interest, at VoiceStream's option, at an annual rate of
interest equal to either (1) the greater of (a) the prime rate, or (b) the
Federal Funds rate plus 1/2%, or (2) a Eurodollar rate, plus an applicable
margin. Such applicable margin is a fixed percentage of 1.75%, in the case of
loans based on the prime rate or Federal Funds rate, and 3.0% in the case of
loans based on a Eurodollar rate.
The new credit facility contains affirmative and negative covenants,
with which VoiceStream and Omnipoint must comply, including financial covenants,
and provides for various events of default. The repayment of the loans is
secured by, among other things, the grant of a security interest in the capital
stock and assets of Omnipoint and certain of its subsidiaries.
The new credit facility permits up to $1.5 billion of additional
indebtedness, including up to $1 billion for a vendor facility, which would
become part of the new credit facility, by amendment, subject to the same
covenants and secured by the same collateral. On April 28, 2000, VoiceStream
entered into a vendor facility with an infrastructure equipment vendor and a
bank that provides up to $1 billion in senior credit facilities and VoiceStream
has agreed to acquire certain equipment, software and services from the vendor.
The vendor facility has a maturity of 9.25 years and is available in multiple
draws, including $500 million that was drawn on April 28, 2000, $250 million
that can be drawn by July 14, 2000, and $250 million that can be drawn by
October 31, 2000. Net proceeds of the vendor facilities will be used for the
same purposes as other proceeds under the new credit facility.
Certain long-term debt agreements of Omnipoint contain provisions which
required Omnipoint to offer repayment of outstanding amounts when a change of
control occurs. The VoiceStream merger constituted a change of control.
Additionally, the holders of the debt issued under certain of these agreements
were entitled to a prepayment premium. In accordance with the provisions of such
long-term debt, Omnipoint offered to purchase, at 101% of the principal amount,
the 11.625% Senior Notes due 2006 and the 11.625% Series A Notes due 2006 of
Omnipoint. The offer to purchase expired on April 29, 2000. Notes representing
$343,000 million of the combined principal amount were redeemed by note holders.
In July 1997, and subsequently amended in June 1999 and thereafter, Omnipoint
through its wholly-owned subsidiary OPCS Philadelphia Holdings LLC (Philadelphia
Holdings) entered into a credit facility agreement with Ericsson to provide
financing to Philadelphia Holdings for up to $150 million for the purpose of
financing the build out of networks in the Philadelphia and Dover markets. On
May 4, 2000 CIVS II through Philadelphia Operating Company (Philadelphia
Operating), a wholly-owned subsidiary of Philadelphia Holdings, entered into a
$350 million refinance agreement with Ericsson (New Ericsson Credit Facility)
for the purpose of financing the continued build out of networks and the
operations of the Philadelphia, Atlantic City and Dover markets. Under the terms
of the New Ericsson Credit Facility, Philadelphia Operating is subject to
certain financial and operational covenants, including restrictions on levels of
indebtedness, minimum annualized revenues and cash flows and certain other
financial maintenance requirements. Additionally, the New Ericsson Credit
Facility provides that, among other events, failure to pay amounts due to the
FCC shall constitute an event of default. The New Ericsson Credit Facility is
collateralized by substantially all of the assets of Philadelphia Operating and
its license subsidiaries, including a pledge of all capital stock of each
license subsidiary.
The New Ericsson Credit Facility consists of a revolving credit facility of
up to $150 million and a $200 million term loan. The term loan was drawn at
closing. A portion of the term loan draw was used to repay the Philadelphia
Holdings credit facility. Under the terms of the agreement, the lender may elect
to subordinate the revolving portion of the facility to the term loan. The
principal amount of the New Ericsson Credit Facility is payable in quarterly
installments beginning in 2004, with a final payment for the revolving portion
of the facility due on March 31, 2008 and the final payment for the term loan
due on March 31, 2009. Interest on the outstanding principal is generally
payable quarterly in arrears with regard to base rate loans and at the end of
the applicable interest period with regard to LIBOR loans (of which a portion of
the loan proceeds are available to finance such interest payments). Interest on
the New Ericsson Credit Facility is payable at varying interest rates at a base
rate or LIBOR plus, in each case, a set margin and commitment fee based on
Philadelphia Operating's revolver utilization rate. The Ericsson Credit Facility
may be repaid in whole or in part in minimum amounts of $2 million without a
premium.
The aggregate amounts of principal maturities of Omnipoint's long-term
debt at March 31, 2000, are as follows (dollars in thousands):
<TABLE>
<S> <C>
Nine months ended December 31, 2000 $ 93,000
Year ended December 31,
2001 32,000
2002 0
2003 243,000
2004 145,000
Thereafter 2,310,000
----------
$2,823,000
==========
</TABLE>
5. EAST/WEST MERGER:
In October 1999, Omnipoint agreed to merge with East/West
Communications, Inc. giving Omnipoint additional licenses in Los Angeles and
Washington, DC, as well as other markets.
6. PROPERTY AND EQUIPMENT:
<TABLE>
<CAPTION>
(in thousands) MARCH 31, DECEMBER 31,
2000 1999
---------- ------------
<S> <C> <C>
Buildings and improvements $ 22,898 $ 30,444
Wireless communication systems 310,791 1,182,420
Furniture and equipment 54,591 90,022
-------- ----------
Less accumulated depreciation 388,280 1,302,886
(7,103) (316,560)
-------- ----------
Construction in progress 381,177 986,326
92,723 103,246
-------- ----------
$473,900 $1,089,572
======== ==========
</TABLE>
Depreciation expense was $41.1 million during the three months ended
March 31, 2000 and $39.1 million for the same period in 1999.
-9-
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
LITIGATION REFORM ACT OF 1995.
Statements contained or incorporated by reference herein that are not based on
historical fact, including without limitation, statements containing the words
"believes," "may," "will," "estimate," "continue," "anticipates," "intends,"
"expects" and words of similar import, constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that may cause the actual results, events or developments to be
materially different from any future results, events or developments expressed
or implied by such forward-looking statements. Such factors include, among
others, the following: general economic and business conditions, both nationally
and in the regions in which Omnipoint Corporation ("Omnipoint") operates;
technology changes; competition; changes in business strategy or development
plans; the high leverage of Omnipoint; the ability to attract and retain
qualified personnel; existing governmental regulations and changes in, or the
failure to comply with, governmental regulations; liability and other claims
asserted against Omnipoint; and other factors referenced in Omnipoint's filings
with the Securities and Exchange Commission. GIVEN THESE UNCERTAINTIES, READERS
ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON SUCH FORWARD-LOOKING STATEMENTS.
Omnipoint disclaims any obligation to update any such factors or to publicly
announce the result of any revisions to any of the forward-looking statements
contained herein to reflect future results, events or developments.
The following is a discussion and analysis of the consolidated financial
condition and results of operations of Omnipoint and should be read in
conjunction with Omnipoint's consolidated financial statements and notes thereto
and other financial information included herein and in Omnipoint's Form 10-K for
the year ended December 31, 1999. Due to the phase of the business cycle of
Omnipoint's personal communications services ("PCS") operations, Omnipoint's
operating results for prior periods may not be indicative of future
performance.
OVERVIEW
Omnipoint is a leading provider of personal communications services and
developer of PCS technology. We employ GSM (Global System for Mobile
Communications) technology, which is the most widely used wireless technology in
the world. We currently operate in New York, Mid Atlantic, New England, south
Florida and the Midwest.
In June 1999, we entered into an Agreement and Plan of Reorganization
with VoiceStream. Pursuant to this agreement, at the effective time of the
merger, each outstanding share of Omnipoint common stock was exchanged
for the right to receive 0.825 shares of VoiceStream Common Stock plus $8.00 in
cash. The merger was unanimously approved by our board of directors and
was approved by our stockholders at a special meeting of stockholders on
February 24, 2000. On February 25, 2000, we became a wholly-owned subsidiary of
VoiceStream.
In addition to the merger with VoiceStream, we continued to explore
avenues for growth through acquisitions and investments during 1999, which
resulted in the merger with East/West Communications, Inc. This acquisition
provides five 10 MHz PCS licenses of which two are in the major markets of Los
Angeles and Washington, DC. This acquisition was concluded immediately prior to
the merger with VoiceStream.
In connection with the VoiceStream merger and use of the purchase method
to account for the merger, the assets, liabilities and shareholders' equity of
Omnipoint have been adjusted, where necessary, to reflect the fair market value
of such assets and liabilities and the VoiceStream common stock and other
consideration in the merger. As a result, our balance sheets, results of
operations and statements of cash flows are not comparable for periods before
and after the merger. Therefore, the results of operations and statement of cash
flows for the three months ended March 31, 2000, are presented as two distinct
periods in the accompanying statements, the period from January 1, 2000 to
February 24, 2000, prior to the merger and the period from February 25, 2000, to
March 31, 2000, following the merger. In the following discussion and analysis,
references to results and activities for the quarter ended March 31, 2000,
combine the two periods and explanations have been provided where the
merger-related accounting changes have materially affected the comparability of
the periods.
RESULTS OF OPERATIONS
Under the Designated Entity rules set forth by the FCC, VoiceStream can
not own or operate C and F Block licenses. As a result, immediately prior to the
Omnipoint merger, the C and F Block licenses, assets and liabilities associated
with these licenses and operations were transferred to two new joint venture
entities controlled by Cook Inlet. We have accounted for this transfer of
non-monetary assets as an investment at VoiceStream's historical cost, which
equates to the fair value of these assets and liabilities as the result of the
purchase accounting performed for the merger. Each of these joint venture
entities, Cook Inlet/VoiceStream GSM II PCS, LLC ("CIVS II) and Cook
Inlet/VoiceStream GSM III PCS ("CIVS III"), LLC, qualify as a Designated Entity.
-10-
<PAGE> 11
We had approximately 800,200 customers as of March 31, 2000, 272,800
monthly subscribers and 527,400 prepaid customers.
Revenues:
Subscriber, prepaid and roamer revenues for the three months ended March
31, 2000 were $146.2 million, as compared to revenues of $54.8 million for March
31, 1999, an increase of $91.4 million, or 167%. This increase is the result of
the increase in our customer base.
Equipment revenues for the three months ended March 31, 2000 were $19.0
million, as compared to revenues of $12.8 million for March 31, 1999, an
increase of $6.2 million, or 48%. This increase is the result of the increased
handset sales.
Operating expenses:
Total cost of service for the quarter ended March 31, 2000, was $43.2
million, as compared to $35.7 million for the quarter ended March 31, 1999, an
increase of $7.5 million, or 21%. This increase is the result of the additional
costs associated with supporting a larger customer base.
Cost of handset and accessories revenues for the quarter ended March 31,
2000 were $47.9 million, as compared to $39.1 million for the quarter ended
March 31, 1999, an increase of $8.8 million, or 23%. This increase is the result
of increased handset sales.
Sales and marketing costs for the first quarter of 2000 were $52.7
million, as compared to $36.3 million for the first quarter of 1999, an increase
of $16.4 million, or 45%. The increase is due to the increase in net customer
adds.
General and administrative costs for the first quarter of 2000 were
$70.4 million, as compared to $30.3 million for the first quarter of 1999, an
increase of $40.1 million, or 133%. The increase is due to a combination of one
time charges related to the merger with VoiceStream and increased costs
associated with supporting a larger customer base.
Depreciation and amortization expenses for the first quarter of 2000
were $65.6 million, as compared to $45.9 million for the first quarter of 1999,
an increase of approximately $ 19.7 million, or 43%. This increase is largely
due to the increase in intangibles including goodwill due to the purchase price
allocation associated with the VoiceStream merger.
Other Expenses and Income:
Interest expense for the first quarter of 2000 was $81.3 million, as
compared to $61.6 million for the first quarter of 1999, an increase of $19.7
million, or 32%. This increase is due to the increase in long-term debt.
LIQUIDITY AND CAPITAL RESOURCES
Cash used in operating activities resulted from the Company's operations
and expenses related to its core PCS networks and interest expense on its
various borrowings. The Company incurred increased network operating costs due
to the growth in the number of subscribers and the related network usage.
Cash used in investing activities related primarily to the purchase of
fixed assets of $57.4 million and expand our wireless network.
The cash provided from financing activities consists primarily of net
proceeds of $96.5 million related to borrowings under the new credit facility,
the repayment of certain long-term debt and the costs associated with obtaining
the new credit facility.
-11-
<PAGE> 12
As a result of the merger, we are now a wholly-owned subsidiary of
VoiceStream. We are, in part, dependant on VoiceStream for future funding for
operations, capital activity and debt service. We believe that we will require
substantial amounts of additional capital over the next several years and
anticipate that much of this capital will be contributed or loaned by our
parent, VoiceStream, or obtained from other financing arrangements. A subsidiary
of Omnipoint is a co-borrower under VoiceStream's new credit facility, which
will provide a source of debt financing. There can be no assurance, however,
that we will obtain additional funding to fund our operations
and capital expenditures. To the extent that the build-out of the networks is
faster than expected, the costs are greater than anticipated, or we take
advantage of other opportunities, including those that may arise through current
and future FCC actions, we may require additional funding to implement our
business strategy.
-12-
<PAGE> 13
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no material, pending legal proceedings to which Omnipoint or any
of its subsidiaries or affiliates is a party or of which any of their property
is subject which, if adversely decided, would have a material adverse effect on
Omnipoint.
ITEM 2(a). CHANGES IN SECURITIES
Omnipoint Preferred Stock
On February 25, 2000, the Certificate of Designation establishing the
designations, powers, preferences, limitations, restrictions, and relative
rights of the 7% Cumulative Convertible Preferred Stock of the Company (the
"Convertible Preferred") was amended to provide that the Convertible Preferred
be entitled to vote, on an as-converted basis, with the holders of shares of
the Company's Common Stock, with respect to any and all matters presented to
the stockholders of the Company for their action or consideration, and shall
vote with the holders of shares of Common Stock and any other class of stock
entitled to vote and not as a separate class.
On February 25, 2000, the Certificate of Designation establishing the
designations, powers, preferences, limitations, restrictions, and all relative
rights of the Series A Non-Voting Convertible Preferred Stock of Omnipoint (the
"Series A Convertible Preferred") was amended to provide that the Series A
Convertible Preferred be entitled to the number of votes equal to seven-tenths
(7/10ths) the number of votes to which the number of whole shares of the
[Company's Common Stock] into which such shares of Series A Convertible
Preferred are convertible would be entitled with respect to any and all matters
presented to the stockholders of the Company for their action or consideration,
and shall vote with the holders of shares of Common Stock and any other class
of stock entitled to vote and not as a separate class.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) A special meeting of shareholders of Omnipoint Corporation was held
on February 24, 2000.
(b) Not applicable.
(c) The following matters were voted at the meeting:
1. To approve the transaction contemplated by the Agreement and Plan
of Reorganization, dated as of June 23, 1999 and amended as of
December 30, 1999, by and among VoiceStream Wireless Corporation,
Omnipoint Corporation and VoiceStream Wireless Holding
Corporation.
<TABLE>
<CAPTION>
Percentage of
Votes Outstanding Percentage of Voted
----- ------------- -------------------
<S> <C> <C> <C>
For 39,523,831 71.36% 99.89%
Against 30,361 .05 .08
Abstain 13,698 .02 .03
</TABLE>
2. In accordance with their discretion, all other matters to come
before the Special Meeting.
<TABLE>
<CAPTION>
Percentage of
Votes Outstanding Percentage of Voted
----- ------------- -------------------
<S> <C> <C> <C>
For 26,562,221 67.13% 75.48%
Against 4,352,914 11.00 12.37
Abstain 4,273,675 10.80 12.15
</TABLE>
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) 3.1* Amended and Restated Articles of Incorporation of the
Registrant
3.2** Amended and Restated Bylaws of the Registrant
27.1 Financial Data Schedule
* Incorporated herein by reference to the Company's annual report on Form 10-K
for the fiscal year ended December 31, 1995.
** Incorporated herein by reference to the Company's Registration Statement on
Form S-4 (Commission File No. 333-19895).
(b) REPORTS ON FORM 8-K
A Form 8-K/A was filed on January 20, 2000, Amendment No. 1 to Form 8-K/A
was filed on August 7, 1997, announcing a credit facility by and among
Omnipoint MB Holdings, Inc., Ericsson, Inc. and certain other lenders named
therein dated July 25, 1997
A Form 8-K/A was filed on January 24, 2000, Amendment No. 2 Form 8-K/A was
filed on August 7, 1997, filing the Loan Agreement by and among Omnipoint MB
Holding, Inc., Ericsson, Inc. and certain other lenders named therein dated
July 25, 1997
A Form 8-K/A was filed on January 20, 2000, Amendment No. 1 to Form 8-K/A
was filed on July 25, 1997, announcing a credit facility by and among OPCS
Philadelphia Holdings, Inc., Ericsson, Inc. and certain other lenders named
therein dated July 25, 1997
13
<PAGE> 14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Omnipoint Corporation
By /s/ Cregg Baumbaugh By /s/ Patricia L. Miller
Cregg Baumbaugh Patricia L. Miller
Executive V.P. - Finance/ Corporate V.P. and Controller
Development (Principal Financial (Principal Accounting Officer)
Officer)
Dated: May 15, 2000
-14-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM OMNIPOINT
CORPORATION'S UNAUDITED CONSOLIDATED BALANCE SHEET AND STATEMENT OF OPERATIONS
AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FORM 10-Q.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 163,103
<SECURITIES> 0
<RECEIVABLES> 97,408
<ALLOWANCES> 17,558
<INVENTORY> 12,539
<CURRENT-ASSETS> 314,034
<PP&E> 481,003
<DEPRECIATION> 7,103
<TOTAL-ASSETS> 6,484,042
<CURRENT-LIABILITIES> 488,174
<BONDS> 0
0
602,339
<COMMON> 2,753,044
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 3,296,088
<SALES> 18,367
<TOTAL-REVENUES> 165,520
<CGS> 47,878
<TOTAL-COSTS> 282,499
<OTHER-EXPENSES> 83,613
<LOSS-PROVISION> 154
<INTEREST-EXPENSE> 81,269
<INCOME-PRETAX> (200,598)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> (5,230)
<CHANGES> 0
<NET-INCOME> (205,828)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
