<PAGE>
Type: 10Q
Sequence: 1
Description: Form 10Q
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 QUARTER ENDED MARCH 31, 2000.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBERS: 333-57715 and
333-57715-01 through 06
TRITON PCS, INC.
TRITON PCS OPERATING COMPANY L.L.C.
TRITON PCS LICENSE COMPANY L.L.C.
TRITON PCS EQUIPMENT COMPANY L.L.C.
TRITON PCS PROPERTY COMPANY L.L.C.
TRITON PCS HOLDINGS COMPANY L.L.C.
TRITON MANAGEMENT COMPANY, INC.
1100 Cassatt Road
Berwyn, PA 19312
(610) 651-5900
Delaware 23-2930873
Delaware 23-2941874
Delaware 23-2941874
Delaware 23-2941874
Delaware 23-2941874
Delaware 23-2941874
Delaware 23-2940271
(STATE OR OTHER JURISDICTIONS (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBERS)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
The registrants meet the conditions set forth in General Instruction (H)(1)(a)
and (b) of Form 10-Q and are therefore filing this Form with the reduced
disclosure format provided therein.
Indicate by a 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
--- ---
<PAGE>
TRITON PCS, INC.
FIRST QUARTER REPORT
Table of Contents
PART I Financial Information
Item 1. Financial Statements
Condensed Balance Sheets at December 31, 1999 and March 31, 2000
(unaudited)
Consolidated Statements of Operations for the three months ended
March 31, 1999 and 2000 (unaudited)
Consolidated Statements of Cash Flows for the three months ended
March 31, 1999 and 2000 (unaudited)
Notes to Financial Statements (unaudited)
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
PART II Other Information
Item 1. Legal Proceedings
Item 2. Changes in Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
TRITON PCS, INC.
CONDENSED BALANCE SHEETS
(Dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
December 31, March 31,
1999 2000
(unaudited) (unaudited)
<S> <C> <C>
ASSETS:
Current assets:
Cash and cash equivalents $ 186,251 $ 111,005
Due from related party 1,099 1,728
Accounts receivable, net of $1,765 and $1,764 29,064 29,587
Inventory, net 15,270 20,981
Prepaid expenses and other current assets 7,674 10,807
----------------------------------
Total current assets 239,358 174,108
Property and equipment:
Land 313 313
Network infrastructure and equipment 304,656 358,251
Office furniture and equipment 38,382 42,318
Capital lease assets 5,985 6,403
Construction in progress 105,593 127,573
----------------------------------
454,929 534,858
Less accumulated depreciation (33,065) (51,481)
----------------------------------
Net property and equipment 421,864 483,377
Intangible assets, net 315,538 311,796
Other long-term assets 3,037 3,038
----------------------------------
Total Assets $ 979,797 $ 972,319
==================================
LIABILITIES AND SHAREHOLDER'S EQUITY:
Current liabilities:
Accounts payable $ 82,129 $ 101,040
Accrued payroll & related expenses 9,051 6,191
Accrued expenses 4,890 13,667
Deferred revenue 5,526 7,021
Other liabilities 3,093 3,180
----------------------------------
Total current liabilities 104,689 131,099
Long-term debt 504,636 514,479
Deferred income taxes 11,718 11,718
Deferred gain on sale of property and equipment 30,641 30,345
----------------------------------
Total Liabilities 651,684 687,641
SHAREHOLDER'S EQUITY:
Common stock $0.01 par value, 1,000 shares
authorized, 100 shares issued and outstanding - -
Additional paid-in capital 531,026 545,124
Accumulated deficit (186,061) (230,424)
Deferred compensation (16,852) (30,022)
----------------------------------
Total Shareholder's Equity 328,113 284,678
----------------------------------
Total Liabilities and Shareholder's Equity $ 979,797 $ 972,319
==================================
</TABLE>
See accompanying notes to financial statements.
<PAGE>
TRITON PCS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1999 2000
(unaudited) (unaudited)
<S> <C> <C>
Revenues:
Service $ 6,544 $ 37,993
Roaming 2,771 18,126
Equipment 2,225 6,729
--------- ---------
Total revenue 11,540 62,848
Expenses:
Cost of service 6,587 26,384
Cost of equipment 3,604 11,732
Selling and marketing 7,646 19,544
General and administrative 7,808 17,450
Non-cash compensation 410 1,197
Depreciation and amortization 5,511 21,779
--------- ---------
Loss from operations (20,026) (35,238)
Interest and other expense 10,000 11,835
Interest and other income 1,120 2,710
--------- ---------
Net loss ($28,906) ($44,363)
========= =========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
TRITON PCS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1999 2000
(unaudited) (unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net loss $(28,906) $(44,363)
Adjustments to reconcile net loss to cash
used in operating activities:
Depreciation and amortization 5,511 21,779
Accretion of interest 8,842 10,208
Bad debt expense 256 1,072
Non-cash compensation 410 1,197
Change in operating assets and liabilites:
Accounts receivable (4,792) (1,595)
Inventory (5,306) (5,711)
Prepaid expenses and other current assets (1,057) (3,133)
Other (2,228) (1)
Accounts payable (4,651) (32,657)
Accrued payroll and related expenses (1,325) (2,860)
Accrued expenses (1,880) 8,777
Deferred revenue 89 1,495
Other liabilities 793 (209)
--------- ---------
Net cash used in operating activities (34,244) (46,001)
Cash flows from investing activities:
Capital expenditures (18,657) (27,904)
Purchase of marketable securities (29,475) --
--------- ---------
Net cash used in investing activities (48,132) (27,904)
Cash flows from financing activities:
Capital contributions from parent 37,044 --
Payment of deferred transaction costs (168) (261)
Advances to related party, net (475) (629)
Principal payments under capital lease obligations (45) (451)
--------- ---------
Net cash provided by (used in) financing activities 36,356 (1,341)
--------- ---------
Net decrease in cash (46,020) (75,246)
Cash and cash equivalents, beginning of period 146,172 186,251
--------- ---------
Cash and cash equivalents, end of period $100,152 $111,005
========= =========
Non-cash investing and financing activities:
Capital expenditures included in accounts payable $12,948 $51,568
Deferred stock compensation, net $ 200 $14,367
</TABLE>
See accompanying notes to financial statements.
<PAGE>
TRITON PCS, INC.
NOTES TO FINANCIAL STATEMENTS
March 31, 2000
(unaudited)
(1) Basis of Presentation
The accompanying financial statements are unaudited and have been prepared
by management. In the opinion of management, these financial statements
contain all of the adjustments, consisting of normal recurring adjustments,
necessary to present fairly, in summarized form, the financial position and
the results of operations of Triton PCS, Inc. ("Triton" or the "Company").
The results of operations for the three months ended March 31, 2000 are not
indicative of the results that may be expected for the year ending December
31, 2000. The financial information presented herein should be read in
conjunction with the consolidated financial statements for the year ended
December 31, 1999 which include information and disclosures not included
herein.
Triton is a wholly owned subsidiary of Triton PCS Holdings, Inc.
("Holdings" or "Parent"). The consolidated accounts of the Company include
Triton and its wholly-owned subsidiaries. All significant intercompany
accounts or balances have been eliminated in consolidation.
Certain reclassifications have been made to prior period financial
statements to conform to the current period presentation.
(2) New Accounting Pronouncements
On July 8, 1999, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 137, "Deferral of the Effective Date of SFAS 133", which defers
the effective date of SFAS No. 133, "Accounting for Derivative Instruments
and Hedging Activities" to all fiscal quarters of all fiscal years
beginning after June 15, 2000. The Company is currently evaluating the
financial impact of adoption of SFAS No. 133. The adoption is not expected
to have a material effect on the Company's results of operations, financial
position, or cash flows.
On April 3, 2000 the Financial Accounting Standards Board issued FASB
Interpretation (FIN) No. 44, "Accounting for Certain Transactions Involving
Stock Compensation - an Interpretation of APB No. 25" which clarifies,
among other issues, (a) the definition of employee for purposes of applying
APB No. 25, (b) the criteria for determining whether a plan qualifies as a
noncompensatory plan, (c) the accounting consequences of various
modifications to the terms of a previously fixed stock option or award, and
(d) the accounting for an exchange of stock compensation awards in a
business combination. FIN No. 44 is effective July 1, 2000, but certain
conclusions in FIN No. 44 cover specific events that occur after December
15, 1998. To the extent that FIN No. 44 covers events occurring during the
period after December 15, 1998, but before the effective date of July 1,
2000, the effects of applying FIN No. 44 are recognized on a prospective
basis from July 1, 2000. Management is currently evaluating the impact, if
any, FIN No. 44 will have on the Company's financial position or results of
operations.
On March 24, 2000 the Securities and Exchange Commission issued Staff
Accounting Bulletin (SAB) No. 101A which amends the implementation date of
SAB No. 101, "Revenue Recognition", to the three month period ending June
30, 2000. SAB No. 101 provides guidance on the recognition, presentation,
and disclosure of revenue in the financial statements. Management is
currently assessing the impact, if any, the SAB will have on the Company's
financial position or results of operations.
(3) Employee Stock Purchase Plan
In January 2000, Holdings adopted an Employee Stock Purchase Plan ("the
Plan"). Under the plan, employees can choose to have up to 15% of their
annual earnings withheld, with a maximum of $10,000 per year, to purchase
Holding's Class A common stock. Under the terms of the Plan, during any
calendar year there are four three-month offering periods beginning January
1st , April 1st, July 1st, and October 1st, during which employees can
participate. The purchase price is determined at the discretion of the
Stock
<PAGE>
Plan Committee, but shall not be less than the lesser of: (i) eighty-five
(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. Holdings received $0.3 million
during the first quarter of 2000 and issued 8,840 shares of Class A common
stock in April 2000 under the Plan.
(4) Stock Compensation
On March 22, 2000, Holdings granted, through a common stock trust
established for grants of common stock to management employees and
independent directors, 237,511 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. In
February 2000, an employee resigned employment with the Company and
forfeited $0.7 million of deferred compensation and returned 94,970 shares
to the trust.
<PAGE>
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
GENERAL
As used herein, the terms, "Triton," "we," "our" and similar terms refer
collectively to Triton PCS, Inc. and its consolidated subsidiaries. The
following discussion and analysis is based upon the financial statements of
Triton for the periods presented herein, and should be read in conjunction with
Triton's consolidated financial statements and related notes of the Company as
of December 31, 1999 and for the year then ended.
FORWARD-LOOKING STATEMENTS
When used in this Form 10-Q and in future filings by us with the SEC, in our
press releases and in oral statements made with the approval of an authorized
executive officer of the Company, the words or phrases "will likely result,"
"management expects" or "management anticipates," "will continue," "is
anticipated," "is estimated" or similar expressions (including confirmations by
an authorized executive officer of Triton or any such expressions made by a
third party with respect to Triton) are intended to identify "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Readers are cautioned not to place undue reliance on any such forward-
looking statements, each of which speaks only as of the date made. Such
statements are subject to certain risks and uncertainties that could cause
actual results to differ materially from historical earnings and those presently
anticipated or projected. We have no obligation to release publicly the result
of any revisions which may be made to any forward-looking statements to reflect
anticipated or unanticipated events or circumstances occurring after the date of
such statements.
OVERVIEW
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.
We were incorporated in October 1997. In February 1998, we entered into a joint
venture with AT&T whereby AT&T 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. As part of this agreement, AT&T
became our largest equity holder, and we were granted the right to be the
exclusive provider of wireless mobility services using equal emphasis co-
branding with AT&T in our licensed markets.
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 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, launching 21 additional markets. We
have began the third phase of our network build-out which is expected to be
completed by 2001.
<PAGE>
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THE THREE MONTHS ENDED
MARCH 31, 1999
Subscribers
Net additions were 47,416 and 9,934 for the three months ended March 31, 2000
and 1999, respectively. Subscribers were 242,620 and 43,778 as of March 31,
2000 and 1999, respectively. The increase in gross additions and subscribers
over the same period in 1999 was primarily due to launching 27 additional
markets as part of the Phase I and Phase II network build-out.
Revenues
Service revenues were $38.0 million and $6.5 million for the three months ended
March 31, 2000 and 1999, respectively. The increase in service revenues of
$31.5 million was due primarily to increases of $18.9 million in markets
launched prior to March 31, 1999 and $12.6 million in the 27 additional markets
launched between April 1, 1999 and March 31, 2000. Equipment revenues were $6.7
million and $2.2 million for the three months ended March 31, 2000 and 1999,
respectively. The equipment revenues increase of $4.5 million over the same
period in 1999 was due primarily to the increase in subscribers in the 27
additional markets launched. Roaming revenues were $18.1 million and $2.8
million for the three months ended March 31, 2000 and 1999, respectively. The
increase in roaming revenues of $15.3 million was due primarily to increases in
revenue of $8.1 million in markets launched prior to March 31, 1999 and $7.2
million in the 27 additional markets launched between April 1, 1999 and March
31, 2000.
Costs of Service and Equipment
Costs of service and equipment were $38.1 million and $10.2 million for the
three months ended March 31, 2000 and 1999, respectively. The increase of $27.9
million over the same period in 1999 was due primarily to increases of $19.8
million in cost of service due to the deployment of network infrastructure as
part of the Phase II build-out and increases of $8.1 million in equipment costs
due to gross additions in the 27 additional markets launched.
Selling and Marketing Expenses
Selling and marketing costs were $19.5 million and $7.6 million for the three
months ended March 31, 2000 and 1999, respectively. The increase of $11.9
million over the same period in 1999 was due to advertising and promotion costs
associated with the 27 additional markets launched as part of the Phase I and II
network build-out.
General & Administrative Expenses
General and administrative expenses were $17.5 million and $7.8 million for the
three months ended March 31, 2000 and 1999, respectively. The increase of $9.7
million over the same period in 1999 was primarily due to the development and
growth of infrastructure and staffing related to information technology,
customer care and other administrative functions incurred in conjunction with
launching 27 additional markets and the corresponding growth in subscriber base.
Non-cash Compensation
Non-cash compensation was $1.2 million and $0.4 million for the three months
ended March 31, 2000 and 1999, respectively. The increase of $0.8 million over
the same period in 1999 was attributable to the vesting of restricted shares.
Depreciation & Amortization Expenses
Depreciation and amortization expenses were $21.8 million and $5.5 million for
the three months ended March 31, 2000 and 1999, respectively. The increase of
$16.3 million over the same period in 1999 relates primarily to depreciation of
our fixed assets as well as the amortization on our personal communications
services licenses and the AT&T agreements upon the commercial launch of our
Phase I and Phase II markets.
<PAGE>
Interest Expense & Income
Interest expense was $11.8 million, net of capitalized interest of $2.5 million,
for the three months ended March 31, 2000. Interest expense was $10.0 million,
net of capitalized interest of $3.0 million, for the three months ended March
31, 1999. The increase of $1.8 million over the same period in 1999 relates
primarily to greater commitment fees for the increase in our credit facility
from $450.0 million to $600.0 million in September 1999.
Interest income was $2.7 million and $1.1 million for the three months ended
March 31, 2000 and 1999, respectively. The increase of $1.6 million over the
same period in 1999 was due primarily to interest on greater cash balances.
Net Loss
Net loss was $44.4 million and $28.9 million for the three months ended March
31, 2000 and 1999, respectively. The increase of $15.5 million over the same
period in 1999 resulted primarily from the items discussed above.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2000, the Company had $111.0 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 $43.0 million at March 31, 2000 and
$134.7 million at December 31, 1999.
Net Cash Used in Operating Activities
The $46.0 million in cash used by operating activities during the three month
period ending March 31, 2000 relates primarily to an increase in sales,
marketing and operating activities related to launching eight new markets and
the ongoing establishment of the regional organization structures.
Net Cash Used in Investing Activities
The $27.9 million in cash used by investing activities during the three month
period ending March 31, 2000 was for the purchase of capital expenditures
related to the Phase I and Phase II network build-out.
Net Cash Used by Financing Activities
The $1.3 million used by financing activities during the three month period
ending March 31, 2000 relates primarily from advances to related parties and
payments towards our capital lease obligations.
Liquidity
We believe that cash on hand and available credit facility borrowings, will be
sufficient to meet our projected capital requirements. Our credit facility will
permit us, subject to various terms and conditions, including compliance with
specified leverage ratios and satisfaction of build-out and subscriber
milestones, to draw up to $600.0 million to finance working capital
requirements, capital expenditures, permitted acquisitions and other corporate
purposes. Our borrowings under these facilities are subject to customary terms
and conditions. As of March 31, 2000, we had drawn $150.0 million. Although we
estimate that the cash on hand and available credit facility will be sufficient
to buildout our network and to enable us to offer services to 100% of the
potential customers in our licensed area, it is possible that additional funding
will be necessary.
YEAR 2000 DISCLOSURE
We did not experience any significant malfunctions or errors in our operations
or business systems when the date changed from 1999 to 2000. Based on
operations since January 1, 2000, we do not expect any significant impact to our
on-going business as a result of the "Year 2000 issue." However, it is possible
that the full impact of the date change, which was of concern due to computer
programs that use two digits instead of four digits to define years, has not
been fully recognized. For example, it is possible that Year 2000 or similar
issues, such as leap year-related problems, may occur with billing, payroll, or
financial closings at month, quarter or year-end. We believe that any such
problems are likely to be minor and correctable. In addition, we could still be
negatively impacted if our
<PAGE>
customers or suppliers are adversely affected by the Year 2000 or similar
issues. We currently are not aware of any significant year 2000 or similar
problems that have arisen for our customers and suppliers.
We expended $0.4 million on Year 2000 readiness efforts since our inception
through 1999. These efforts included replacing some outdated, noncompliant
hardware and noncompliant software, as well as identifying and remediating Year
2000 problems.
INFLATION
The Company does not believe that inflation has had a material impact on
operations.
NEW ACCOUNTING PRONOUNCEMENTS
On July 8, 1999, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 137, "Deferral of the Effective Date of SFAS 133", which defers the
effective date of SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities" to all fiscal quarters of all fiscal years beginning after
June 15, 2000. The Company is currently evaluating the financial impact of
adoption of SFAS No. 133. The adoption is not expected to have a material
effect on the Company's results of operations, financial position, or cash
flows.
On April 3, 2000 the Financial Accounting Standards Board issued FASB
Interpretation (FIN) No. 44, "Accounting for Certain Transactions Involving
Stock Compensation - an Interpretation of APB No. 25" which clarifies, among
other issues, (a) the definition of employee for purposes of applying APB No.
25, (b) the criteria for determining whether a plan qualifies as a
noncompensatory plan, (c) the accounting consequences of various modifications
to the terms of a previously fixed stock option or award, and (d) the accounting
for an exchange of stock compensation awards in a business combination. FIN No.
44 is effective July 1, 2000, but certain conclusions in FIN No. 44 cover
specific events that occur after December 15, 1998. To the extent that FIN No.
44 covers events occurring during the period after December 15, 1998, but before
the effective date of July 1, 2000, the effects of applying FIN No. 44 are
recognized on a prospective basis from July 1, 2000. Management is currently
evaluating the impact, if any, FIN No. 44 will have on the Company's financial
position or results of operations.
On March 24, 2000 the Securities and Exchange Commission issued Staff Accounting
Bulletin (SAB) No. 101A which amends the implementation date of SAB No. 101,
"Revenue Recognition", to the three month period ending June 30, 2000. SAB No.
101 provides guidance on the recognition, presentation, and disclosure of
revenue in the financial statements. Management is currently assessing the
impact, if any, the SAB will have on the Company's financial position or results
of operations.
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
3.1 Certificate of Incorporation of Triton PCS, Inc. (incorporated by
reference to the corresponding exhibit to the Form S-4
registration statement of Triton PCS, Inc. and its subsidiaries,
File No. 333-7715 (the "Form S-4")).
3.2 Bylaws of Triton PCS, Inc. (incorporated by reference to the
corresponding exhibit to the Form S-4).
3.3 Certificate of Formation of Triton PCS Holdings Company L.L.C.
(incorporated by reference to the corresponding exhibit on the
Form S-4 Registration Statement of Triton PCS, Inc. and its
subsidiaries, File No. 333-7715).
3.4 Certificate of Formation of Triton PCS License Company L.L.C.
(incorporated by reference to the corresponding exhibit on the
Form S-4 Registration Statement of Triton PCS, Inc. and its
subsidiaries, File No. 333-7715).
3.5 Limited Liability Company Agreement of Triton PCS License Company
L.L.C. (incorporated by reference to the corresponding exhibit on
the Form S-4 Registration Statement of Triton PCS, Inc. and its
subsidiaries, File No. 333-7715).
3.6 Limited Liability Company Agreement of Triton PCS Holdings Company
L.L.C. (incorporated by reference to the corresponding exhibit on
the Form S-4 Registration Statement of Triton PCS, Inc. and its
subsidiaries, File No. 333-7715).
3.7 Certificate of Formation of Triton PCS Equipment Company L.L.C.
(incorporated by reference to the corresponding exhibit on the
Form S-4 Registration Statement of Triton PCS, Inc. and its
subsidiaries, File No. 333-7715).
3.8 Limited Liability Company Agreement of Triton PCS Equipment
Company L.L.C. (incorporated by reference to the corresponding
exhibit on the Form S-4 Registration Statement of Triton PCS, Inc.
and its subsidiaries, File No. 333-7715).
3.9 Certificate of Formation of Triton PCS Operating Company L.L.C.
(incorporated by reference to the corresponding exhibit on the
Form S-4 Registration Statement of Triton PCS, Inc. and its
subsidiaries, File No. 333-7715).
3.10 Limited Liability Company Agreement of Triton PCS Operating
Company L.L.C. (incorporated by reference to the corresponding
exhibit on the Form S-4 Registration Statement of Triton PCS, Inc.
and its subsidiaries, File No. 333-7715).
3.11 Certificate of Formation of Triton PCS Property Company L.L.C.
(incorporated by reference to the corresponding exhibit on the
Form S-4 Registration Statement of Triton PCS, Inc. and its
subsidiaries, File No. 333-7715).
3.12 Limited Liability Company Agreement of Triton PCS Property
Company L.L.C. (incorporated by reference to the corresponding
exhibit on the Form S-4 Registration Statement of Triton PCS, Inc.
and its subsidiaries, File No. 333-7715).
4.1 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 of the Form S-4
registration statement of Triton PCS, Inc. and its subsidiaries,
File No. 333-57715).
4.2 First Supplemental Indenture, dated as of March 30, 1999, to the
Indenture dated as of May 4, 1998 (incorporated by reference to
exhibit 4.2 of the Form S-4).
10.1 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 (U.S.A.), 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).
<PAGE>
10.2 Amendment No. 1 to Investor Stockholders' Agreement, dated as of
October 27, 1999 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 (U.S.A.), Inc., DAG-Triton PCS, L.P., First Union
Capital Partners, Inc., and the stockholders named therein
(incorporated by reference to exhibit 10.47 of the Form S-1)
10.3 First Amended and Restated Stockholders' Agreement, dated as of
October 27, 1999, among AT&T Wireless PCS LLC, Triton PCS
Holdings, Inc., CB Capital Investors, L.P., J.P. Morgan Investment
Corporation, Sixty Wall Street SBIC Fund, L.P., Private Equity
Investors III, L.P., Equity-Linked Investors-II, Toronto Dominion
Capital (U.S.A.), Inc., First Union Capital Partners, Inc., DAG-
Triton PCS, L.P., Michael E. Kalogris, Steven R. Skinner, David D.
Clark, Clyde Smith, Michael Mears, Scott Anderson, Cedar Grove
Partners, John Beletic, Stephen McNulty, William Robinson, Daniel
Hopkins, Laura Porter, Kristine Robinson, Andrew Davies, Mike
James, Shekhar Deshpande, Christine Davies, Daniel Graney, Gerald
Dudzik, Mark Davis, Nicholas Pepenelli, R.A. Robinson, Scott
Basham, Patricia Gallagher and David Standig (incorporated by
reference to exhibit 10.45 of the Form S-1).
27.1 Financial Data Schedule.
(b) Reports on Form 8-K
None.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange 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 May 11, 2000.
Triton PCS, Inc.
By: /s/ Michael E. Kalogris
----------------------------------------------
Sole Director and CEO
Triton Management Company, Inc.
By: /s/ David Clark
----------------------------------------------
Executive Vice President & CFO
Triton Management Company, Inc.
By: /s/ Michael E. Kalogris
----------------------------------------------
Sole Director and CEO
By: /s/ David Clark
----------------------------------------------
Executive Vice President & CFO
Triton PCS Holdings Company L.L.C.
By: Triton Management Company, Inc., its manager
By: /s/ Michael E. Kalogris
----------------------------------------------
Sole Director and CEO
By: /s/ David Clark
----------------------------------------------
Executive Vice President & CFO
Triton PCS Property Company L.L.C.
By: Triton Management Company, Inc., its manager
By: /s/ Michael E. Kalogris
----------------------------------------------
Sole Director and CEO
By: /s/ David Clark
----------------------------------------------
Executive Vice President & CFO
Triton PCS Equipment Company L.L.C.
By: Triton Management Company, Inc., its manager
By: /s/ Michael E. Kalogris
----------------------------------------------
Sole Director and CEO
By: /s/ David Clark
----------------------------------------------
Executive Vice President & CFO
Triton PCS Operating Company L.L.C.
By: Triton Management Company, Inc., its manager
By: /s/ Michael E. Kalogris
----------------------------------------------
Sole Director and CEO
By: /s/ David Clark
----------------------------------------------
Executive Vice President & CFO
Triton PCS License Company L.L.C.
By: Triton Management Company, Inc., its manager
By: /s/ Michael E. Kalogris
----------------------------------------------
Sole Director and CEO
By: /s/ David Clark
----------------------------------------------
Executive Vice President & CFO
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