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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
<TABLE>
<C> <S>
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
</TABLE>
COMMISSION FILE NO. 333-71051
------------------------
DOBSON/SYGNET COMMUNICATIONS COMPANY
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
OKLAHOMA 73-1547216
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
13439 NORTH BROADWAY EXTENSION 73114
SUITE 200 (Zip Code)
OKLAHOMA CITY, OKLAHOMA
(Address of principal executive offices)
</TABLE>
(405) 529-8500
(Registrant's telephone number, including area code)
------------------------
Securities registered pursuant to 12(b) of the Act: NONE
Securities registered pursuant to 12(g) of the Act: NONE
------------------------
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. /X/
As of March 10, 2000, there were 100 shares of the registrant's $1.00 par
value common stock outstanding, all of which were beneficially owned by Dobson
Communications Corporation.
THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL
INSTRUCTION I(1)(A) AND (B) OF FORM 10-K AND IS THEREFORE FILING THIS FORM WITH
THE REDUCED DISCLOSURE FORMAT.
Documents incorporated by reference: NONE
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<PAGE>
DOBSON/SYGNET COMMUNICATIONS COMPANY
ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 1999
TABLE OF CONTENTS
<TABLE>
<CAPTION>
ITEM
NUMBER PAGE
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<C> <S> <C>
PART I
1 Business.................................................... 3
2 Properties.................................................. 16
3 Legal Proceedings........................................... 16
4 Submission of Matters to a Vote of Security Holders......... 16
PART II
5 Market for Registrant's Common Equity and Related 17
Stockholder Matters.......................................
6 Selected Financial Data..................................... 17
7 Management's Discussion and Analysis of Financial Condition 19
and Results of Operations.................................
7A Quantitative and Qualitative Disclosure About Market Risk... 26
8 Financial Statements and Supplementary Data................. 27
9 Changes in and Disagreements with Accountants on Accounting 52
and Financial Disclosure..................................
PART III
10 Directors and Executive Officers of the Registrant.......... 52
11 Executive Compensation...................................... 52
12 Security Ownership of Certain Beneficial Owners and 52
Management................................................
13 Certain Relationships and Related Transactions.............. 52
PART IV
14 Exhibits, Financial Statement Schedules, and Reports on Form 53
8-K.......................................................
</TABLE>
2
<PAGE>
PART I
ITEM 1. BUSINESS
GENERAL
We are a wholly owned subsidiary of Dobson Communications Corporation
("Dobson Communications"). On December 23, 1998, we acquired Sygnet
Wireless, Inc. and its wholly-owned subsidiary, Sygnet Communications, Inc.
("Sygnet"). Sygnet is our predecessor company and its operations currently are
our only business. We own and operate rural and suburban cellular telephone
systems serving a single large cluster of properties that includes a population
of approximately 2.4 million, with 223,800 subscribers in northeastern Ohio,
western Pennsylvania and western New York. The cluster includes Youngstown,
Ohio, Erie, Pennsylvania, and suburban and rural areas between the Cleveland,
Akron-Canton, Pittsburgh, Buffalo and Rochester metropolitan areas.
We have established and maintained a strong and visible local presence. Our
existing local management has continued to have day-to-day operating authority,
with the flexibility to respond to individual market requirements and to foster
a strong sense of customer service and community spirit. We have centralized
certain functions such as control of pricing, customer service and marketing,
systems design, engineering, purchasing, financial and administrative functions
and billing into Dobson Communications Corporate administrative functions.
Our markets are primarily rural and suburban and include a high
concentration of expressway corridors that tend to have a significant amount of
roaming activity. Roaming revenue represented approximately 31.0% of our total
revenues for the year ended December 31, 1999, compared to 28.0% of Sygnet's
total revenues for the year ended December 31, 1998. We have entered into
roaming agreements with operators of cellular systems in adjoining MSAs and
other MSAs which allow customers to roam at competitive prices which, in certain
instances, are comparable to our home area rates. Our principal roaming partners
are AT&T Wireless, AirTouch and SBC Communications. We also have roaming
agreements with PCS providers, such as AT&T Wireless and Sprint, to allow the
PCS providers' customers with dual mode telephones to roam in certain of our
markets.
STRATEGY
Our business strategy is to focus on continued integration of our operations
with those of Dobson Communications, increasing our market penetration and
further developing our cellular systems to sustain growth in cash flows. The
following are the principal elements of our business strategy:
CONTINUE INTEGRATED OPERATIONS WITH DOBSON COMMUNICATIONS. We have
integrated our operations with Dobson Communications' existing cellular
operations to achieve economies of scale. We believe that these increased
efficiencies have come from the centralized control of pricing, customer service
and marketing, system design, engineering, purchasing, financial and
administrative functions and from the consolidation of billing functions.
EXPAND STRATEGIC RELATIONSHIPS. We intend to continue to maintain and
expand strategic relationships with operators of wireless systems in major MSAs
near our systems. These relationships include roaming agreements which allow our
subscribers to use the system in the neighboring MSA or RSA at favorable rates.
Under these agreements, the MSA or RSA operator's subscribers receive similar
benefits roaming in our operating areas. We have roaming agreements with the
dominant cellular operators in the neighboring MSAs and RSAs and others,
including AT&T Wireless, AirTouch and SBC Communications. We also have
agreements with PCS providers, such as AT&T Wireless and Sprint, to allow the
PCS providers' customers with dual mode telephones to roam in certain of our
markets. By entering into these strategic agreements, we are able to increase
its roaming revenue and offer its subscribers larger areas in which our rates
apply.
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AGGRESSIVE LOCAL MARKETING AND PROMOTION OF CELLULAR SERVICES. We plan to
continue to distinguish ourselves as the local market's leading cellular
services provider, stressing service quality, local sales offices and commitment
to the community. Our sales efforts have been conducted primarily through our 57
retail stores and our direct sales force and, to a lesser extent, through
independent agents. We believe that, as an operator with strong local
distribution of products and services, we have an advantage over our competitors
who do not emphasize a local presence or focus on local market requirements and
community involvement. We intend to continue to open new retail outlets and
coordinate marketing efforts with Dobson Communications' centralized marketing
department, which should increase efficiencies by spreading costs over a larger
customer base.
TARGETED SALES EFFORTS. Our marketing programs seek to attract subscribers
who are likely to generate high monthly revenue and low churn rates. We will
undertake extensive market research to identify and design marketing programs to
attract these subscribers and tailor distinctive rate plans and roaming rates to
emphasize the quality, value and advantage of our cellular service. In addition,
we maintained Sygnet's sales force compensation system, which is designed to
maximize the acquisition of these high use, reduced churn subscribers. We also
continued Sygnet's marketing programs and compensation systems which are
designed to increase monthly revenue per subscriber and lower marketing and
selling costs per additional subscriber.
SUPERIOR CUSTOMER SERVICE. We intend to maintain a high level of customer
satisfaction through a variety of techniques, including 24-hour customer
service. We will continue to support local customer service through our direct
sales force and its retail stores. We believe our emphasis on superior customer
service has enabled us to achieve our average monthly churn rate of 1.5% for the
year ended December 31, 1999.
CONTINUED SYSTEM DEVELOPMENT. We believe that increasing capacity and
upgrading our systems will attract additional subscribers, enhance the use of
our systems by existing subscribers, increase roaming activity and further
enhance the overall efficiency of the network. Prior to the acquisition, Sygnet
had upgraded its Erie, Youngstown and Pennsylvania markets with TDMA IS-136
digital technology. During 1999, we completed an upgrade to the New York market
with TDMA IS-136 digital technology which has enabled us to continue the
increase in roaming (by servicing the increasing number of digital cellular
subscribers and PCS subscribers with tri mode telephones) and provide enhanced
capabilities, including caller ID, longer battery life and zone billing. With
this final upgrade we expanded our digital coverage to 100% of our markets. From
the beginning of 1995 through 1998, Sygnet spent approximately $56.2 million to
upgrade and expand its network. During 1999, we spent approximately
$18.4 million and continued to improve coverage, increase capacity and build out
of our systems.
MARKETS AND SYSTEMS
The following table sets forth certain data with respect to our cellular
markets as of December 31, 1999.
<TABLE>
<CAPTION>
TOTAL TOTAL MARKET YEAR ACQUIRED
MARKETS POPULATION SUBSCRIBERS PENETRATION BY SYGNET
- ------- ---------- ----------- ----------- -------------------
<S> <C> <C> <C> <C>
Erie MSA................ 280,000 1995
New York 3 RSA.......... 481,000 1996
Pennsylvania............ 690,000 1996 and 1999
Youngstown.............. 911,000 1985, 1987 and 1991
--------- ------- ----
Total............... 2,362,000 223,800 9.5%
========= ======= ====
</TABLE>
We conduct our operations in a single large cluster of properties with a
population of approximately 2.4 million and 223,800 subscribers in northeastern
Ohio, western Pennsylvania and western New York.
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The cluster includes four markets: the Youngstown market, the Erie market, the
Pennsylvania market, and the New York market. As of December 31, 1999, all 195
of our cell sites are capable of TDMA IS-136 digital service. The following is a
description of our cellular markets.
YOUNGSTOWN MARKET
Our Youngstown market includes the Youngstown, Ohio MSA, the Sharon,
Pennsylvania MSA and the Ohio 11 RSA. Youngstown Cellular Telephone Company,
which was later acquired by Sygnet, initiated cellular operations in the
Youngstown market in 1985 when it acquired its license from the FCC for the
Youngstown, Ohio MSA. Our Youngstown market covers a contiguous area that is
located at a midway point between Pittsburgh and Cleveland along the Ohio
Turnpike and Interstate 76 and includes Interstate 80, a major transportation
access route from the midwest to New York City.
ERIE MARKET
Our Erie market includes the Erie, Pennsylvania MSA. Sygnet initiated
cellular operations in the Erie market in September 1995 following the Erie
Acquisition from AT&T Wireless Services, Inc. Our Erie market covers a
contiguous area that includes Interstate 90, which connects Buffalo and
Cleveland, and Interstate 79, which connects Erie directly to Pittsburgh.
PENNSYLVANIA MARKET
Our Pennsylvania market includes Pennsylvania 1 RSA, Pennsylvania 2 RSA,
Pennsylvania 6 RSA and Pennsylvania 7 RSA. Our Pennsylvania market covers a
contiguous area that includes Interstate 79 and Interstate 80, which link the
major population centers in north-central Pennsylvania, including Pittsburgh and
Erie. Our Pennsylvania market also includes a portion of Route 60, a recently
completed toll road, which serves as an expressway to the Pittsburgh
International Airport.
NEW YORK MARKET
Our New York market is composed of the New York 3 RSA. We initiated cellular
operations in the New York market in October 1996. Our New York market is
located in the western part of New York and includes six counties. The system
borders Buffalo and Rochester to the north, Erie, Pennsylvania to the west and
Binghamton/Elmira to the east. Interstates 90 and 390 and Route 17 run through
the New York 3 market. Interstate 90 (the New York Thruway) connects Buffalo,
Rochester and Erie. Interstate 390 connects Rochester, Corning, Binghamton and
Elmira. Route 17 connects Interstate 390 west to Interstate 90 in Erie.
PRODUCTS AND SERVICES
We provide a variety of cellular services and products designed to address a
range of consumer, business and personal security needs. In addition to mobile
voice transmission, we offer ancillary services such as call forwarding,
call-waiting, three-party conference calling, voice message storage and
retrieval and no-answer transfer. The nature of the services we offer varies
depending upon the market area. We also sell cellular equipment at discount
prices and use free phone promotions to encourage use of our mobile services.
We offer cellular service for a fixed monthly access fee, accompanied by
varying allotments of unbilled or included minutes, plus additional variable
charges per minute of use and for custom calling features. We offer longer-term
pricing programs under single year and, to a lesser extent, multi-year service
contracts. Unlike some of our competitors, we design rate plans on a
market-by-market basis. Our local general managers generally have the authority
to initiate and modify rate plans, depending upon the market and competitive
conditions. Generally, these rate plans include a high-volume user plan,
medium-volume user plan, basic plan and an economy plan.
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CUSTOMER SERVICE
Customer service remains an essential element of our marketing and operating
philosophies. We are committed to attracting new subscribers and retaining
existing subscribers by providing consistently high-quality customer service. In
each of our cellular service areas, we maintain installation and repair
facilities and a local staff, including a market manager, customer service
representatives and technical and sales representatives. In each of our cellular
service areas, we handle our own customer-related functions, such as customer
activations, account adjustments and rate plan changes. We believe our local
offices and installation and repair facilities enhance our knowledge of local
markets and enable us to serve customers better, schedule installations and make
repairs. Through the use of sophisticated, centralized monitoring equipment, we
are able to centrally monitor the technical performance of our cellular service
areas.
In addition, our customers are able to report cellular telephone service or
account problems 24-hours a day to a call service center on a toll-free access
number with no airtime charge. We believe that our emphasis on customer service
affords us a competitive advantage over our competitors.
SALES, MARKETING AND DISTRIBUTION
We continue to focus our marketing program on attracting subscribers who we
believe are likely to generate high monthly revenue and low churn rates. We
conduct extensive market research to identify and design marketing programs to
attract these subscribers and tailor distinctive rate plans and roaming rates to
emphasize the quality, value and the advantage of our cellular service. We have
established marketing alliances with neighboring cellular systems to create
larger home rate areas in order to increase roaming revenues and to attract new
subscribers. We market our service offerings primarily through our direct sales
force and retail stores we own. We also use a network of dealers and other
agents, such as electronics stores, car dealerships and department stores. In
addition to these traditional channels, our marketing team evaluates other, less
traditional, methods of distributing our services and products, such as targeted
telemarketing and direct mail programs.
We market our cellular products and services under the brand name CELLULAR
ONE-Registered Trademark-, one of the most recognized brand names in the
cellular industry, in all of our regions. The national advertising campaign
conducted by the Cellular One Group enhances our advertising exposure at a
fraction of the cost of what we could achieve alone.
We train and compensate our sales force in a manner designed to stress the
importance of customer service, high penetration levels and minimum acquisition
costs per subscriber. We believe that our direct sales force is better able to
select and screen new subscribers and select pricing plans that realistically
match subscriber means and needs than are independent agents. In addition, we
motivate our direct sales force to sell appropriate rate plans to subscribers,
thereby reducing churn, by linking payment of commissions to subscriber
retention. As a result, our use of a direct sales force keeps marketing costs
low both directly, because commissions are lower, and indirectly, because
subscriber retention is higher than when independent agents are used.
Our after-sale telemarketing program conducted by our sales force and
customer service personnel helps to reduce customer churn rate. This program
enhances customer loyalty and allows the sales staff to check customer
satisfaction as well as to offer additional calling features, such as voicemail,
call waiting and call forwarding.
As of December 31, 1999, we had approximately 57 retail stores and outlets.
The retail stores range in size from 1,500 square feet to 5,000 square feet, and
each retail store is fully equipped to handle customer service and telephone
maintenance and installation. Some of these stores are also authorized warranty
repair centers. Our stores provide subscriber-friendly retail environments,
including extended hours, a large selection, an expert sales staff and
convenient locations which make the sales process quick and easy for the
subscriber.
6
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ROAMING
We believe that regional roaming is an important service component for many
of our subscribers. We believe that roaming will continue to be a substantial
source of our revenue due, in part, to the fact that our cellular systems are
located in rural and suburban areas with a high concentration of commuting
customers and expressway corridors that tend to result in a significant amount
of roaming activity. We have entered into roaming agreements with operators of
cellular systems in adjoining MSAs and RSAs and others which provide for roaming
rates that allow customers to roam at competitive prices which, in certain
instances, are comparable to home area rates, which also increases usage on all
wireless systems, including our systems. Sygnet's principal roaming partners are
AT&T Wireless, AirTouch and SBC Communications. We also have agreements with PCS
providers, including AT&T Wireless and Sprint, to allow their PCS providers'
customers with dual mode phones to roam in certain of our markets.
We have agreements with the North America Cellular Network ("NACN"), which
is the largest wireless telephone network system in the world linking cellular
operators throughout the United States and Canada. NACN connects key areas
across North America so that our customers can use their cellular phones to
place and receive calls in these areas as easily as they do in their home areas.
Through NACN, customers receive calls automatically without the use of
complicated roaming codes as they roam in more than 5,000 cities and towns in
the United States and Canada. In addition, special services such as call
forwarding and call waiting automatically follow subscribers as they travel.
SYSTEM DEVELOPMENT AND TECHNOLOGY
SYSTEM DEVELOPMENT. We develop or build out our cellular service areas in
response to projected subscriber demand and competitive factors by adding
channels to existing cell sites and by building new cell sites to increase
capacity with an emphasis on improving coverage for hand-held phones in
high-traffic areas. We develop projected subscriber service demand for each
cellular market area on a cell-by-cell basis.
We expect our cell site expansion to enable us to continue to add and retain
subscribers, enhance subscriber use of the systems, increase roamer traffic due
to the larger geographic area covered by the cellular network and further
enhance the overall efficiency of our cellular systems. We believe that the
increased cellular coverage will have a positive impact on our market
penetration and subscriber usage.
DIGITAL TECHNOLOGY. We use one basic protocol in our digital networks. This
digital technology or protocol is Time Division Multiple Access, known as TDMA,
which divides each channel into three voice circuits providing service to three
simultaneous users instead of using the same spectrum for one analog voice
circuit. Our digital services include digital voice channels, short messaging
services, message waiting indicator, increased battery life and caller ID
services.
We have completed the upgrade of our systems to digital technology and now
offer digital voice and digital feature services to 100% of our covered
population. We match the digital protocols of our markets to those used by our
roaming partners in adjoining markets in order to increase revenue
opportunities.
BILLING SYSTEM. H.O. Systems, Inc. recently began providing the billing
function for all of our cellular operations. Proprietary software furnished by
H.O. Systems serves all functions of billing for corporate and retail locations.
All administrative and customer maintenance functions are handled in-house.
H.O. Systems prints and processes all of our customer invoices. H.O. Systems'
software was in place and functioning throughout all of our markets by the end
of 1999. We use software that compliments this billing system, allowing the use
of credit, collection and switch interfaces.
SERVICE MARKS
Through Sygnet, we are currently licensed to use the CELLULAR
ONE-Registered Trademark- service mark for our cellular telephone operations in
our Youngstown, Erie, New York and Pennsylvania markets. CELLULAR
ONE-Registered Trademark- is a registered service mark owned by Cellular One
Group, a Delaware general partnership of
7
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Cellular One Marketing, Inc., a subsidiary of SBC Communications, together with
Cellular One Development, Inc., a subsidiary of AT&T Wireless, and Vanguard. We
use the CELLULAR ONE-Registered Trademark- service mark to identify and promote
our cellular telephone service pursuant to licensing agreements with Cellular
One Group. Licensing and advertising fees are determined based upon the
population of the licensed areas. Under these licensing agreements, we must
provide high-quality cellular telephone service to its customers and maintain a
certain minimum overall customer satisfaction rating in surveys commissioned by
Cellular One Group. Our licensing agreements are for five-year terms that expire
beginning in 2001. Sygnet may renew these agreements, subject to satisfaction of
certain operating standards, for two additional five-year terms.
COMPETITIVE STRENGTHS/COMPETITION
We believe that our competitive strengths are:
- ESTABLISHED OPERATING HISTORY IN RURAL AND SUBURBAN MARKETS. Our parent,
Dobson Communications, began providing cellular telephone service in 1990
and since then has rapidly expanded their cellular operations to include
systems in several rural and suburban markets. Dobson Communications
acquired us in 1998 and successfully integrated us with their operations
during 1999. We believe that during this time we have gained substantial
experience as an operator of cellular systems in rural and suburban
markets.
- STRATEGIC RELATIONSHIP WITH AT&T WIRELESS. We have a strategic
relationship with AT&T Wireless. Through this relationship, we have
roaming agreements that enable our customers to use AT&T Wireless'
systems, and AT&T Wireless' customers to use our systems, each at
favorable rates. AT&T Wireless customers accounted for approximately 52%
of our roaming revenues, or approximately 16% of our total revenues, for
the year ended December 31, 1999.
- EXPERIENCED MANAGEMENT TEAM. We have an experienced management team. Both
Everett R. Dobson, our Chairman of the Board and Chief Executive Officer,
and G. Edward Evans, our President, have substantial experience in the
wireless communications industry and both are actively involved in the
Cellular Telecommunications Industry Association, the leading cellular
industry association.
- ABILITY TO OFFER A VARIETY OF DIGITAL SERVICES, INCLUDING DIGITAL VOICE
AND DIGITAL FEATURE SERVICES TO 100% OF OUR COVERED POPULATION. We have
upgraded our cellular network to offer digital voice and digital feature
services to 100% of our covered population, which both enhances our
attractiveness as a roaming partner to personal communications service and
other cellular providers and provides increased services to our current
subscribers, including digital voice services.
We compete with various companies in each of our markets. Overall, we
compete against the following four distinct cellular system operators:
<TABLE>
<CAPTION>
MARKETS CELLULAR COMPETITORS
- ------- ------------------------
<S> <C>
Erie.............................................. GTE
New York.......................................... Frontier
Pennsylvania...................................... ALLTEL and Bell Atlantic
Youngstown........................................ ALLTEL
</TABLE>
The telecommunications industry is experiencing significant technological
changes, as evidenced by the increasing pace of improvements in the capacity and
quality of digital technology, shorter cycles for new products and enhancements
and changes in consumer preferences and expectations. Accordingly, we expect
competition in the wireless telecommunications industry to be dynamic and
intense as a result of the entrance of new competitors and the development of
new technologies, products and services. Many of our competitors have been
operating for a number of years, operate nationwide systems, currently serve a
8
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substantial subscriber base and have significantly greater financial, personnel,
technical, marketing, sales and distribution resources than we do. Some
competitors are expected to market other services, such as long distance,
landline local exchange and internet access service, with their cellular
telecommunication service offerings.
We compete primarily against one other facilities-based cellular carrier in
each of our cellular markets. We also compete with personal communications
service and enhanced specialized mobile radio providers. We compete for
customers based principally upon price, the services and enhancements offered,
the quality of our cellular system, customer service, system coverage and
capacity. This competition may increase to the extent that licenses are
transferred from smaller, stand-alone operators to larger, better capitalized
and more experienced cellular operators that may be able to offer consumers
certain network advantages.
AT&T Wireless, Nextel Communications and Sprint PCS operate substantially
nationwide networks, and Bell Atlantic Mobile Systems, VoiceStream Wireless
Corporation and Vodafone AirTouch, among others, through joint ventures and
affiliation arrangements, could operate a substantially nationwide wireless
system. If any of our roaming partners, including AT&T Wireless, were to acquire
a personal communications service license for any of our markets, they could
build out personal communications service networks in our markets to provide
their customers with wireless service which would reduce our roaming revenues.
Any increased competition from personal communications service providers in
rural markets covered by our systems could also have the effect of further
reducing the roaming rates we could charge. Although AT&T Wireless has agreed
not to build out personal communications service networks in any of the markets
currently served by American Cellular for five years after the consummation of
the American Cellular acquisition, AT&T Wireless is not contractually restricted
from building out a competing personal communications service network in our
markets.
We also face, to a lesser extent, competition from mobile satellite service
providers, as well as from resellers of these services and cellular service. In
the future, we may also compete more directly with traditional landline
telephone service providers. Recently, the FCC created potential sources of new
competition by auctioning additional personal communications service licenses,
as well as licenses for wireless communications services, local multipoint
distribution service and 220 to 222 MHz service. Further, the FCC has announced
plans to auction licenses in the general wireless communications services, the
24 GHz and 39 GHz Services, has allocated spectrum in the 700 MHz band for
auction in May 2000 that may be licensed for mobile use, and has stated its
intent to reauction in July 2000 personal communication service licenses that
have been the subject of bankruptcy proceedings and/or otherwise returned to the
FCC. The FCC has also recently announced its intent to allocate approximately
200 MHz of additional spectrum to wireless use, much of which can be licensed
for commercial wireless purposes. Continuing technological advances in
telecommunications make it impossible to predict the extent of future
competition. However, due to the depth and breadth of these competitive services
offered by operators using these other technologies, future competition from
these operators could be intense.
REGULATION
OVERVIEW. The wireless telecommunications industry is subject to extensive
governmental regulation on the federal level and to varying degrees on the state
level. Many aspects of such regulation have been impacted by the enactment of
the Telecommunications Act and have been the subject of administrative
rulemakings that are significant to our operations. The following is a summary
of the federal laws and regulations that materially affect our cellular
operations and a description of certain applicable state laws. This section does
not purport to be a summary of all present and proposed federal, state and local
regulations and legislation relating to the cellular communications industry.
FEDERAL REGULATION. The licensing, construction, modification, operation,
ownership and acquisition of cellular telephone systems are subject to
regulations and policies of the FCC under the Communications
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Act of 1934, as amended. The FCC has promulgated rules and regulations
governing, among other things, applications to construct and operate cellular
communications systems, applications to transfer control of or assign cellular
licenses, and technical and operational standards for the operation of cellular
systems (such as maximum power and antenna height).
The FCC licenses cellular systems in accordance with 734 geographically
defined market areas comprised of 306 MSAs and 428 RSAs. In each market, the
frequencies allocated for cellular telephone use are divided into two equal 25
MHz blocks and designated as wireline and non-wireline. Apart from the different
frequency blocks, there is no technical difference between wireline and
non-wireline cellular systems and the operational requirements imposed on each
by the FCC are the same. Under FCC rules, the authorized service area of a
cellular provider in each of its markets is referred to as the cellular
geographic service area. The cellular geographic service area may conform
exactly with the boundaries of the FCC designated MSA or RSA, or it may be
smaller if a licensee has chosen not to provide services to certain areas. A
cellular licensee has the exclusive right to expand its cellular geographic
service area boundaries within the licensee's MSA or RSA for a period of five
years after grant of the licensee's initial construction permit. At the end of
this five-year build-out period, however, other entities may apply to serve
portions of the MSA or RSA, of at least 50 square miles, in areas outside the
licensee's then designated cellular geographic service area. The five year
build-out period has expired for most licensees and the FCC has granted several
"unserved area" applications filed by parties other than the original MSA or RSA
licensee. No entity may, directly or indirectly, own a controlling interest in,
or otherwise have the ability to control, both systems. The FCC may prohibit or
impose conditions on transfers of licenses. In addition, under FCC rules, no
person or entity may have an attributable interest, as defined in FCC rules, in
a total of more than 45 MHz of licensed broadband personal communications
service, cellular and enhanced specialized mobile radio spectrum, regulated as
commercial mobile radio services with significant overlap in any geographic area
except in RSAs, where a total of 55MHz is lawful. This so-called "spectrum cap"
rule could have an impact on our ability to acquire other cellular systems, and
it also could limit the universe of potential buyers of any of our systems
should we wish to sell.
The FCC recently amended the spectrum cap ownership attribution rules to
allow for somewhat more ownership overlap. Significant overlap will occur when
at least 10% of the 1990 census population of the licensed service area is
within the cellular geographic service area, as defined below, and/or the
personal communications service area or enhanced specialized mobile radio
service area. Ownership limits on overlapping cellular licensees were recently
amended so that a party with a controlling interest or otherwise attributable
interest in a cellular licensee may have a direct or indirect ownership interest
of up to 5% in another cellular licensee in overlapping cellular geographic
service areas, and a party may have a direct or indirect ownership interest of
up to 20% in both cellular licensees in overlapping cellular geographic service
areas so long as neither interest is a controlling interest. This change in the
ownership attribution rules affords greater opportunities for non-controlling
investment in cellular systems and could facilitate our ability to attract
capital or to make investments in other cellular operators.
Cellular service providers also must satisfy a variety of FCC requirements
relating to technical and reporting matters. One requirement is the coordination
of proposed frequency usage with adjacent cellular users, permittees and
licensees in order to avoid interference between adjacent systems. In addition,
the height and power of base station transmitting facilities and the type of
signals they emit must fall within specified parameters. We are obligated to pay
annual regulatory fees and assessments to support the FCC's regulation of its
cellular operations, as well as fees necessary to support federal universal
service programs, number portability regional database costs, centralized
administration of telephone numbering, telecommunications relay service for the
hearing-impaired and application filing fees. These regulatory payment
obligations will increase our costs of doing business.
The Communications Act requires prior FCC approval for substantive, non
proforma transfers or assignments to or from us of a controlling interest in any
license or construction permit, or any rights thereunder. Although we cannot
assure you that the FCC will approve or timely act upon any future
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requests for approval of applications that we file, we have no reason to believe
that the FCC would not approve or grant such requests or applications in due
course. Because an FCC license is necessary to lawfully provide cellular
service, if the FCC were to disapprove any such filing our business plans would
be adversely affected.
The FCC also regulates a number of other aspects of the cellular business.
For example, the FCC regulates cellular resale practices and currently also
applies such cellular resale requirements to A and B Block (and A/B Block
controlled) broadband personal communications service and enhanced specialized
mobile radio licensees. These cellular, personal communications service and
enhanced specialized mobile radio providers may not restrict any customer's
resale of their services or unreasonably discriminate against resellers of their
services. All resale obligations for cellular, broadband personal communications
service and enhanced specialized mobile radio operators are currently scheduled
to terminate on November 24, 2002. Moreover, federal legislation enacted in 1993
requires the FCC to reduce the disparities in the regulatory treatment of
similar mobile services, such as cellular services, personal communications
services and enhanced specialized mobile radio services. Under this regulatory
structure, all of our cellular licenses are classified as commercial mobile
radio services. As a commercial mobile radio services provider, the FCC
regulates us as a common carrier. The FCC, however, has exempted cellular
services from some typical common carrier regulations, such as tariff filings,
thereby allowing us to respond more quickly to our competition in the
marketplace.
The FCC has also adopted requirements for cellular and other commercial
mobile radio services providers to implement basic and enhanced 911 services.
These services provide emergency service providers with the ability to better
identify and locate callers using wireless services, including callers using
special devices for the hearing impaired. Our obligations to implement these
services are scheduled to occur in several stages, with the final stage
beginning as early as March 2001 and the FCC recently amended its rules to
eliminate a requirement that carriers be compensated for enhanced 911 costs and
expand the circumstances under which wireless carriers may be required to offer
enhanced 911 services. Federal legislation recently signed into law may limit
our liability relative to incompleted 911 calls to a degree commensurate with
wireline carriers in our markets. Federal law also requires cellular and
personal communications service carriers to provide law enforcement agencies
with capacity to support lawful wiretaps by March 12, 2001 and technical
capabilities for wiretaps beginning June 30, 2000 and to comply with
wiretap-related record-keeping and personnel-related obligations. Some of the
FCC's and FBI's rules implementing the wiretap requirements are currently being
reviewed by federal courts. These wireless 911 and law enforcement wiretap
requirements may create additional capital obligations for us to make necessary
system changes.
In addition, the FCC regulates the ancillary service offerings that cellular
and personal communications service licensees can provide and permits cellular,
broadband personal communications service, paging and enhanced specialized
mobile radio licensees to offer fixed services on a co-primary basis along with
mobile services. This rule change may facilitate the provision of wireless local
loop service, which involves the use of wireless links to provide local
telephone service by cellular licensees, as well as broadband personal
communications service and enhanced specialized mobile radio licensees, although
the extent of lawful state regulation of such "wireless local loop" service is
undetermined. In this regard, the FCC has also adopted telephone number
portability rules for local exchange carriers, as well as cellular, personal
communications service and enhanced specialized mobile radio licensees, that
could facilitate the development of local exchange competition, including
wireless local loop service. The new number portability rules generally require
cellular, personal communications service and enhanced specialized mobile radio
licensees to have the capability to deliver calls from their systems to ported
numbers effective December 31, 1998 and offer number portability and roaming to
ported numbers by November 24, 2002 but this schedule may be expedited if deemed
necessary by the FCC to promote number conservation. These requirements may
result in added capital expenditures for us to make necessary system changes,
although we currently have no plans for any such expenditures.
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<PAGE>
The FCC has also adopted rules to govern customer billing by commercial
mobile radio service providers and is considering whether to extend billing
rules currently applicable to landline carriers to commercial mobile radio
services carriers. Adoption of some of the FCC's proposals could increase the
complexity and costs of our billing processes and limit the manner in which we
bill for services. Finally, the FCC has initiated a rulemaking proceeding to
help facilitate the offering of so-called "calling party pays" services whereby
the party placing the call to a wireless customer pays the wireless airtime
charges. Adoption of a calling party pays system may result in increased usage
of wireless systems, thereby generating increased revenues and creating more
competition between commercial mobile radio services and traditional landline
carriers.
The FCC generally grants cellular and personal communications service
licenses for terms of ten years that are renewable upon application to the FCC.
Near the conclusion of the license term, we must file applications for renewal
of licenses to obtain authority to operate for an additional 10-year term. The
FCC may revoke our licenses and may deny our license renewal applications for
cause after appropriate notice and hearing. The FCC will award a renewal
expectancy to us if we meet certain standards of past performance. If we receive
a renewal expectancy, it is very likely that the FCC will renew our existing
cellular license without entertaining competing applications. To receive a
renewal expectancy, we must show that we have provided "substantial" service
during our past license term, and have substantially complied with applicable
FCC rules and policies and the Communications Act. The FCC defines "substantial"
service as service which is sound, favorable and substantially above a level of
mediocre service that might only minimally warrant renewal. If a licensee does
not receive a renewal expectancy, then the FCC will accept competing
applications for the license, subject to a comparative hearing, and the FCC may
award the license to another entity. To date, the FCC has renewed each of our
licenses for which a renewal application was required for a new ten year term.
The balance of our existing licenses begin to expire in October 2000.
A personal communications service system operates under a protected
geographic service area license granted by the FCC for either a major trading
area or a basic trading area on one of six frequency blocks allocated for
broadband service. The FCC has divided the United States and its possessions and
territories into personal communications service markets based upon Rand
McNally's 493 basic trading areas, all of which are included in the 51 major
trading areas. The FCC has allocated 120 MHz of radio spectrum in the 2 GHz band
for licensed broadband PCS services. The FCC divided the 120 MHz of spectrum
into six individual blocks, two 30 MHz blocks (A and B Blocks) licensed for each
of the 51 major trading areas, one 30 MHz block (C Block) licensed for each of
the 493 basic trading areas, and three 10 MHz blocks (D, E and F Blocks)
licensed for each of the 493 basic trading areas, a total of more than 2,000
licenses.
The FCC may deny applications for FCC authority, and in extreme cases revoke
licenses, if it finds that an entity lacks the requisite "character"
qualifications to be a licensee. In making the determination, the FCC considers
whether an applicant or licensee has been the subject of adverse findings in a
judicial or administrative proceeding involving felonies, the possession or sale
of unlawful drugs, fraud, antitrust violations or unfair competition, employment
discrimination, misrepresentations to the FCC or other government agencies, or
serious violations of the Communications Act or FCC regulations. To our
knowledge, there are no activities, and no judicial or administrative
proceedings, involving either us or the licensees in which we hold a controlling
interest, that would warrant such a finding by the FCC.
If foreign nationals or their representatives, a foreign government or its
representative or any corporation organized under the laws of a foreign country
own of record or vote greater than 25 percent of our equity and the FCC
determines that the public interest would be so served, it may revoke our
cellular licenses or require an ownership restructuring. The FCC will generally
permit additional indirect ownership in excess of the statutory 25 percent
benchmark where that interest is to be held by an entity or entities from member
countries of the World Trade Organization. For investors from countries that are
not members of the World Trade Organization, the FCC will determine whether the
home country of the foreign investor extends reciprocal treatment called
"equivalent competitive opportunities" to U.S.
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<PAGE>
entities. If these opportunities do not exist, it is unlikely that the FCC will
permit investment beyond the 25 percent benchmark. These restrictions could
adversely affect our ability to attract additional equity financing. We have no
knowledge that any foreign national owns any of our capital stock.
The Telecommunications Act, which made significant changes to the
Communications Act and terminated the antitrust consent decree applicable to the
regional Bell operating companies, affects the telecommunications industry. This
legislation, among other things, affects competition for local
telecommunications services, interconnection arrangements for carriers,
universal service funding and the provision of interexchange services.
The Telecommunications Act requires state public utilities commissions
and/or the FCC to implement policies that mandate reciprocal compensation
between local exchange carriers, a category that will, for these purposes,
include cellular carriers, for interconnection services at rates more closely
related to cost. In a rulemaking proceeding pertaining to interconnection
between local exchange carriers and commercial mobile radio service providers
such as us, the FCC concluded that local exchange carriers are required to
compensate commercial mobile radio service providers for the reasonable costs
incurred by these providers in terminating traffic that originates on local
exchange carrier facilities, and vice versa. Consistent with this ruling, the
FCC has determined that local exchange carriers may not charge a commercial
mobile radio service provider or other carrier for terminating local exchange
carrier-originated traffic and that local exchange carriers may not charge
commercial mobile radio service providers for number activation and use fees.
Depending on further FCC disposition of these issues, we may or may not be
successful in securing refunds, future relief or both, with respect to charges
for termination of local exchange carrier-originated local traffic. If the FCC
ultimately resolves these issues in favor of commercial mobile radio service
providers, then we will pursue relief through settlement negotiations,
administrative complaint procedures or both. If these issues are ultimately
decided in favor of the local exchange carriers, we likely would be required to
pay all past due contested charges and may also be assessed interest and late
charges for the withhold amounts. These requirements could in the future have a
material effect on us.
The Telecommunications Act requires, and the FCC has adopted, rules that
require interstate communications carriers, including cellular carriers, to
"make an equitable and non-discriminatory contribution" to a universal service
fund that reimburses communications carriers that provide basic communications
services to users who receive services at subsidized rates. We have made such
payments as the FCC has required. The United States Court of Appeals for the
Fifth Circuit recently reversed many of the FCC's rules regarding carriers'
contribution obligations, and the FCC has recently adopted rules implementing
the court's decision. While it generally appears that our contributions to
federal universal service programs may decrease, our contributions to state
universal service programs may be subject to increases and, moreover, the FCC's
decision implementing the court's decision is subject to further administrative
and possibly judicial proceedings. Thus, the impact of the court's decision is
uncertain. We may also seek to qualify for payments from these programs in high
cost areas where we provide wireless services, although we are not certain that
such payments will be available to cellular carriers. If such payments are made
available to us, they would be an additional source of revenue to us that could
be used to subsidize service we provide in these high cost areas.
The Telecommunications Act also eases the restrictions on the provision of
interexchange telephone services by wireless carriers affiliated with regional
Bell operating companies. Regional Bell operating company-affiliated wireless
carriers have interpreted the legislation to permit immediate provision of in
region long distance call delivery for their cellular customers, thus presenting
an additional source of competition to us.
Additionally, the Telecommunications Act specifically exempts all cellular
carriers from the obligation to provide equal access to interstate long distance
carriers. However, the Telecommunications Act gives the FCC the authority to
impose rules to require unblocked access through carrier identification codes or
800/888 numbers, so that cellular subscribers are not denied access to the long
distance carrier of their
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choosing, if the FCC determines that the public interest so requires. We
currently provide "dial around" equal access to all of our customers.
The Telecommunications Act also imposes restrictions on a telecommunications
carrier's use of customer proprietary network information without prior customer
approval. FCC rules implementing these restrictions are being revised but have
the potential to impose upon us new costly obligations and impose burdens on our
current marketing activities. The FCC's rules implementing the
Telecommunications Act's customer proprietary network information provisions
were recently vacated by the United States Court of Appeals for the Tenth
Circuit on First Amendment grounds. The extent to which the FCC will need to
modify its rules to address the court's concerns is uncertain, but imposition of
rules similar to those vacated by the court would impose additional costs on us
and inhibit our marketing efforts.
The Telecommunications Act also requires telecommunications carriers to make
their services accessible to persons with disabilities and the FCC's rules
implementing these requirements are effective. These rules generally require
service providers to offer equipment and services that are accessible to and
usable by persons with disabilities, if readily available, and to comply with
complaint/grievance procedures for violations of these provisions. These rules
are still new and are subject to interpretation through the complaint process.
While much of the focus of these rules is on the manufacture of equipment,
carriers such as us could, if found to have violated the rules, be subject to
fines and/or the imposition of costly new requirements.
In addition, the FCC is currently considering rules to promote the
conservation of numbering resources. These efforts may affect wireless service
providers by imposing additional costs or limiting access to numbering
resources. The FCC has also authorized a number of states, including California,
Ohio and Texas to initiate limited numbering administration measures while the
FCC's consideration of federal rules remains pending, and other states have
requested similar authority. The impact of the federal rules on wireless
carriers, and whether states will continue to have numbering administration
authority, is uncertain. If more states are given authority over numbering
administration, differing number conservation regimes may be adopted in
different states. In such a case, we likely would incur additional costs in
order to keep abreast of each such regime.
The FCC has determined that interexchange (long distance) service offerings
of commercial mobile radio service providers are subject to rate averaging and
rate integration requirements of the Telecommunications Act. Rate averaging
requires us to average our intrastate long distance commercial mobile radio
service rates between high cost and urban costs. The FCC has delayed
implementation of the rate integration requirements with respect to wide area
rate plans pending further reconsideration of its rules, and has delayed the
requirement that commercial mobile radio service carriers integrate their rates
among commercial mobile radio service affiliates. Other aspects of the FCC's
rules are currently under review before the United States Court of Appeals for
the District of Columbia. There is a pending proceeding in which the FCC will
determine how integration requirements apply to commercial mobile radio service
offerings, including single rate plans. While this proceeding is pending,
commercial mobile radio service providers are subject to long distance rate
integration only where they separately state a long distance toll charge and
bill to customers, and the FCC is not enforcing the requirement for wide-area
plans. To the extent that we offer services subject to these requirements our
pricing flexibility is reduced, and there is no assurance that the FCC will
decline to impose these requirements on us and/or across our various commercial
mobile radio service affiliates.
The overall impact of the Telecommunications Act on our business is unclear
and will likely remain so for the foreseeable future. For example, limitations
on local zoning requirements imposed by the Telecommunications Act may
facilitate the construction of new cell sites and related facilities. However,
these restrictions on zoning authority may provide only limited assistance to
cellular carriers. On the other hand, other provisions of the new statute
relating to interconnection, telephone number portability,
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universal service, equal access, use of customer proprietary network information
and resale could subject us to additional costs and increased competition.
STATE, LOCAL AND OTHER REGULATION
The Communications Act preempts state or local regulation of the market
entry of, or the rates charged by, any commercial mobile radio services or any
private mobile service provider, which includes cellular telephone service
providers. The FCC has denied the petitions of eight states to continue their
rate regulation authority, including authority over cellular operators. As a
practical matter, we are free to establish rates and offer new products and
service with a minimum of regulatory requirements. The states in which we
operate maintain nominal oversight jurisdiction, primarily focusing upon prior
approval of acquisitions and transfers of licenses and resolution of customer
complaints.
The location and construction of our cellular transmitter towers and
antennas are subject to FCC and Federal Aviation Administration regulations and
are subject to federal, state and local environmental regulation, as well as
state or local zoning, land use and other regulation. Before we can put a system
into commercial operation, we must obtain all necessary zoning and building
permit approvals for the cell site microwave tower locations. The time needed to
obtain zoning approvals and requisite state permits varies from market to market
and state to state. Likewise, variations exist in local zoning processes.
Additionally, any proposed site must comply with the FCC's environmental rules.
If zoning approval or requisite state permits cannot be obtained, or if
environmental rules make construction impossible or infeasible on a particular
site, our network design might be adversely affected, network design costs could
increase the service provided to our customers might be reduced.
We cannot assure you that any state or local regulatory requirements
currently applicable to our systems will not be changed in the future or that
regulatory requirements will not be adopted in those states and localities which
currently have none. Such changes could impose new obligations on us that would
adversely affect our operating results.
FUTURE REGULATION
From time to time, federal or state legislators propose legislation that
could affect us, either beneficially or adversely. We cannot assure you that
federal or state legislation will not be enacted, or that regulations will not
be adopted or actions taken by the FCC or state regulatory authorities, that
might adversely affect our business. Changes such as the allocation by the FCC
of radio spectrum for services that compete with our business could adversely
affect our operating results.
EMPLOYEES AND AGENTS
As of December 31, 1999, we had approximately 480 employees and had
agreements with more than 162 independent sales agents. None of our employees
are represented by a labor organization, and we consider our employee relations
to be good.
ITEM 2. PROPERTIES
Our headquarters are in Oklahoma City, Oklahoma. Sygnet owns office
buildings in Youngstown and Warren, Ohio and land for a proposed office site in
Boardman, Ohio. As of December 31, 1999, our cellular operations leased
approximately 57 retail stores and approximately 5 administrative offices, at
aggregate annual rentals of approximately $1.1 million. We will review these
leases from time to time and may, in the future, lease or acquire new facilities
as needed. We do not expect to encounter any material difficulties in meeting
our future needs for any leased space. We collectively owned and leased
approximately 195 cell sites as of December 31, 1999.
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ITEM 3. LEGAL PROCEEDINGS
We are not currently involved in any pending legal proceedings that
individually or in the aggregate are material. We are a party to routine filings
and customary regulatory proceedings with the FCC and state public utility
commissions relating to its operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Information omitted in accordance with General Instruction I(2)(c).
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
There is no established trading market for our common stock. As of
March 10, 2000, our parent, Dobson Communications Corporation was the only
holder of record for our Class A common stock.
ITEM 6. SELECTED FINANCIAL DATA OF DOBSON/SYGNET
Our historical consolidated financial data as of and for the year ended
December 31, 1999 and the period from inception (July 23, 1998) through
December 31, 1998 (including the acquisition of Sygnet on December 23, 1998)
have been derived from our audited consolidated financial statements. You should
read the information as set forth below in conjunction with Item 7, Management's
Discussion and Analysis of Financial Condition and Results of Operations and our
audited consolidated financial statements and the related notes thereto included
in Item 8, Financial Statements and Supplementary Data.
<TABLE>
<CAPTION>
PERIOD FROM
YEAR ENDED INCEPTION TO
DECEMBER 31, 1999 DECEMBER 31, 1998
----------------- -----------------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenue:
Service revenue......................................... $ 75,817 $ 1,563
Roaming revenue......................................... 36,889 664
Equipment sales......................................... 6,407 191
-------- --------
Total revenue........................................... 119,113 2,418
-------- --------
Costs and expenses:
Cost of service......................................... 8,540 160
Cost of equipment....................................... 13,566 369
Marketing and selling................................... 22,015 613
General and administrative.............................. 20,040 464
Depreciation and amortization........................... 67,516 1,662
-------- --------
Total expenses.......................................... 131,677 3,268
-------- --------
Operating loss............................................ (12,564) (850)
Interest expense........................................ (65,360) (886)
Other income, net....................................... 4,178 20
-------- --------
Loss before income taxes and extraordinary item......... (73,746) (1,716)
Income tax benefit...................................... 28,023 652
-------- --------
Net loss................................................ $(45,723) $ (1,064)
OTHER FINANCIAL DATA:
Capital expenditures, excluding cost of acquisitions...... $ 20,592 --
OTHER DATA:
Ending cellular subscribers (at period end)............... 223,800 178,800
Cellular penetration (at period end)...................... 9.5% 7.5%
Cellular churn............................................ 1.5% N/A
Average monthly revenue per cellular subscriber........... $ 32 N/A
Cellular cell sites (at period end)....................... 195 183
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31, 1999 DECEMBER 31, 1998
----------------- -----------------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
BALANCE SHEET DATA:
Property and equipment, net............................... $ 57,389 $ 46,994
Total assets.............................................. 877,321 956,738
Total long term debt, net of current portion.............. 586,875 607,000
Stockholder's equity...................................... $ 98,214 $143,936
</TABLE>
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SELECTED FINANCIAL DATA OF SYGNET (THE PREDECESSOR COMPANY)
The following table sets forth certain historical consolidated financial
data for Sygnet with respect to each of the three years in the period ended
December 31, 1997 and for the period from January 1, 1998 through December 23,
1998. The selected historical consolidated financial data for the years ended
December 31, 1995, 1996 and 1997 and for the period from January 1, 1998 through
December 23, 1998 were derived from Sygnet's audited consolidated financial
statements. You should read the information as set forth below in conjunction
with Item 7, Management's Discussion and Analysis of Financial Condition and
Results of Operations and our audited consildiated financial statements and the
related notes thereto included in Item 8, Financial Statements and Supplementary
Data.
<TABLE>
<CAPTION>
PERIOD FROM
JANUARY 1, 1998
THROUGH YEAR ENDED YEAR ENDED YEAR ENDED
DECEMBER 23, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1998 1997 1996 1995
--------------- ------------ ------------ ------------
(DOLLARS IN THOUSANDS, EXCEPT PER SUBSCRIBER DATA)
<S> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenue:
Subscriber revenue............................... $ 64,786 $ 55,154 $ 31,785 $ 17,191
Roamer revenue................................... 28,035 23,377 8,737 4,176
Equipment sales.................................. 7,447 6,003 4,024 3,210
-------- -------- -------- --------
Total revenue...................................... 100,268 84,534 44,546 24,577
Costs and expenses:
Cost of services................................. 9,433 8,948 5,258 3,366
Cost of equipment sales.......................... 10,444 9,663 5,816 4,164
General and administrative....................... 19,796 16,976 9,852 5,564
Selling and marketing............................ 12,327 10,841 6,080 3,082
Merger related costs............................. 1,884 -- -- --
Depreciation and amortization.................... 27,498 28,719 10,039 3,487
-------- -------- -------- --------
Total costs and expenses......................... 81,382 75,147 37,045 19,663
-------- -------- -------- --------
Operating income................................... 18,886 9,387 7,501 4,914
Interest expense................................. (27,895) (29,902) (11,174) (2,660)
Merger related costs............................. (5,206) -- -- --
Other expense, net............................... (319) (101) (195) (304)
-------- -------- -------- --------
Income (loss) before extraordinary item.......... (14,534) (20,616) (3,868) 1,950
Extraordinary loss on extinguishment of debt..... -- -- (1,420) --
-------- -------- -------- --------
Net income (loss)................................ $(14,534) $(20,616) $ (5,288) $ 1,950
-------- -------- -------- --------
Dividends and accretion on preferred stock....... -- (2,122) (718) --
-------- -------- -------- --------
Net income (loss) applicable to common
stockholders................................... $(14,534) $(22,738) $ (6,006) $ 1,950
-------- -------- -------- --------
Net income (loss) per share applicable to common
stockholders:
Before extraordinary item...................... $ (1.58) $ (2.93) $ (.74)
Extraordinary item............................. -- -- (.23)
-------- -------- --------
Net income loss per share applicable to common
stockholders................................. $ (1.58) $ (2.93) $ (.97)
-------- -------- --------
OTHER FINANCIAL DATA:
Capital expenditures, excluding cost of
acquisitions..................................... $ 13,654 $ 25,576 $ 10,050 $ 9,056
OTHER DATA:
Ending cellular subscribers (at period end)........ N/A 142,934 106,574 44,665
Cellular penetration (at period end)............... N/A 6.0% 4.5% 4.4%
Cellular churn..................................... 1.4% 1.3% 1.3% 1.4%
Average monthly revenue per cellular subscriber.... $ 35 $ 36 $ 42 $ 46
Cellular sites (at period end)..................... 183 163 114 41
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
DECEMBER 23, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1998 1997 1996 1995
-------------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Balance Sheet Data:
Property and equipment, net........................ $ 51,035 $ 53,007 $ 43,959 $ 21,049
Total assets....................................... 329,580 340,986 344,178 79,618
Total debt......................................... 308,500 305,500 312,250 69,500
Mandatory redeemable preferred stock............... -- -- 19,718 --
Stockholders' equity (deficit)..................... $ 4,684 $ 19,218 $ (1,982) $ 4,286
</TABLE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
We own and operate cellular telephone systems serving a large cluster of
properties with a population of approximately 2.4 million and 223,800
subscribers located in northeastern Ohio, western Pennsylvania and western New
York. Our cellular systems are located in Youngstown, Ohio and Erie,
Pennsylvania, and in primarily rural and suburban areas between the Cleveland,
Akron-Canton, Pittsburgh, Buffalo and Rochester metropolitan areas. The
following discussion and analysis is of the historical financial condition and
results of operations for us during 1999 and for Sygnet during 1998. You should
read this section in conjunction with our consolidated financial statements,
Sygnet's consolidated financial statements and the related notes thereto
included in Item 8, Financial Statements and Supplementary Data.
REVENUE
Our cellular revenues consist of service revenue, roaming revenue, equipment
sales and other revenues. There has been an industry trend of declining average
revenue per minute as competition among wireless service providers has led to
reductions in rates for airtime and subscriptions and other charges. We believe
that the impact of this trend will be mitigated by increases in the number of
cellular telecommunications subscribers and the number of minutes of usage per
subscriber. There has also been a broad trend in the wireless telecommunications
industry of declining average revenue per subscriber. We believe that this
downward trend results primarily from the addition of new lower usage customers
who utilize wireless services for personal convenience, security or as a backup
to their traditional landline telephone as well as declining average revenues
per minute.
Roaming revenues are revenues we derive from providing service to
subscribers of other wireless providers when those subscribers "roam" into our
markets and use our systems to carry their calls. Roaming accounted for 31.0% of
our cellular revenue during 1999 and 28.0% and 27.7% of Sygnet's revenue for the
years ended December 31, 1998 and 1997, respectively. Roaming revenues typically
yield higher average per minute rates and higher margins than revenues form our
subscribers. We achieve these higher margins because we incur virtually no costs
related to equipment, customer service or collections to earn roaming revenues.
We include any toll, or long-distance, revenues related to our cellular and
roaming services in service revenues and roaming revenues. Our roaming yield,
which is our roaming service revenues, including airtime, toll charges and
surcharges, divided by roaming minutes of use, was $.46 for the year ended 1999,
while Sygnet's roaming yield was $.63 and $.64 per minute for the years ended
December 31, 1998 and 1997, respectively. Despite the decline in our roaming
yield, we have seen overall roaming revenues increase due to growth in roaming
minutes of use.
We derive roaming revenues from charges to our subscribers when those
subscribers roam into other wireless providers' markets. Our current accounting
practice is to net those revenues against the associated expenses charged to us
be third-party wireless providers (that is, the fees we pay the other wireless
providers for carrying our subscribers' calls on their network) and to record
the net expense as cost of service. Historically, we have been able to pass
through to our subscribers the majority of the costs charged to us by
third-party wireless providers. Recently, the industry has been moving to
pricing plans that include
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flat rate pricing and larger home areas. Under these types of plans, amounts
charged to us by other wireless providers may not necessarily be passed through
to our subscribers. Therefore, we are currently assessing the need to report
these revenues and expenses separately in our statement of operations. If we had
reported these revenues and expenses seperately in our statement of operations
for the years ended 1999 and 1998, revenues would have been $140.5 million and
$122.4 million, respectively, while average monthly revenues per cellular
subscriber, excluding roaming revenues, would have been $41 and $45,
respectively. Information for 1997 was not available.
Our overall cellular penetration rates increased in 1999 compared to
Sygnet's in 1998 and 1997 due to the incremental penetration gains in our
markets. We believe that as our cellular penetration rates increase, the
increase in new subscriber revenues will continue to exceed the loss of revenues
attributable to our cellular churns.
COSTS AND EXPENSES
Our primary operating expense categories include cost of service, cost of
equipment, marketing and selling costs, general and administrative costs and
depreciation and amortization.
Our cost of service consists primarily of costs to operate and maintain our
facilities utilized in providing service to customers and amounts paid to
third-party cellular providers for providing service to our subscribers when our
subscribers roam into their markets.
Our cost of equipment represents the cost associated with telephone
equipment and accessories sold to customers. In recent years, we and other
cellular providers, have increased the use of discounts on phone equipment and
free phone promotions, as competition between service providers has intensified.
As a result, we have incurred, and expect to continue to incur, losses on
equipment sales, which have resulted in increased marketing and selling costs
per gross additional subscriber. While we expect to continue these discounts and
promotions, we believe that these promotions will result in increased revenue
from increases in the number of cellular subscribers.
Our marketing and selling costs include advertising, compensation paid to
sales personnel and independent agents and all other costs to market and sell
cellular products and services and costs related to customer retention. We pay
commissions to direct sales personnel for new business generated. Independent
sales agents receive commissions for generating new sales and ongoing sales to
existing customers.
Our general and administrative costs include all infrastructure costs,
including costs for customer support, billing, collections, and corporate
administration.
Our depreciation and amortization expense represents the costs associated
with the depreciation of our fixed assets and the amortization of our intangible
assets, primarily cellular license acquisition costs and customer lists.
RESULTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 1999 COMPARED TO THE PERIOD FROM JANUARY 1, 1998 TO
DECEMBER 23, 1998
For purposes of the following analysis of the results of operations, we have
considered the period from January 1, 1998 to December 23, 1998 for our
predecessor Sygnet as the year ended 1998. Activity from December 24, 1998 to
December 31, 1998 is not material to the comparability of 1999 to 1998.
OPERATING REVENUES. For the year ended December 31, 1999, total operating
revenue increased $18.8 million, or 18.8%, to $119.1 million from
$100.3 million for the comparable period in 1998. Our total service revenues,
roaming revenues and equipment sales and other revenues represented 63.6%, 31.0%
and 5.4%, respectively, of total operating revenue during the year ended
December 31, 1999 and 64.6%, 28.0% and 7.4%, respectively, of total operating
revenue during the year ended December 31, 1998.
20
<PAGE>
The following table sets forth the components of our revenue for the periods
indicated:
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
-------------------
1999 1998
-------- --------
($ IN THOUSANDS)
<S> <C> <C>
Operating revenue:
Service revenue....................................... $ 75,817 $ 64,786
Roaming revenue....................................... 36,889 28,035
Equipment sales and other revenue..................... 6,407 7,447
-------- --------
Total............................................... $119,113 $100,268
======== ========
</TABLE>
For the year ended December 31, 1999, service revenue increased
$11.0 million, or 17.0%, to $75.8 million from $64.8 million for the year ended
December 31, 1998. This increase was attributable to increased penetration and
usage in our markets. Our subscriber base increased 25.2% to 223,800 at
December 31, 1999 from 178,800 at December 31, 1998. Our average monthly service
revenue per subscriber decreased 8.6% to $32 for the year ended December 31,
1999 from $35 for the comparable period in 1998 due to the addition of new lower
rate subscribers and competitive market pressures in all our markets.
For the year ended December 31, 1999, roaming revenue increased
$8.9 million, or 31.6%, to $36.9 million from $28.0 million for the year ended
December 31, 1998. This increase was primarily attributable to increased roaming
minutes in our markets due to expanded coverage areas and increased usage in
these markets.
For the year ended December 31, 1999, equipment sales and other revenues
decreased $1.0 million, or 14.0%, to $6.4 million from $7.4 million for the year
ended December 31, 1998. Of this decrease, $1.3 million was attributable to a
decrease in other revenue earned, which was offset by an increase of
$0.3 million in equipment sales due to increased sales of equipment as a result
of growth in subscribers.
COST OF SERVICE. For the year ended December 31, 1999, the total cost of
service decreased $0.9 million, or 9.5%, to $8.5 million from $9.4 million for
the comparable period in 1998. In addition, as a percentage of service and
roaming revenue, our cost of cellular service decreased to 7.6% for the year
ended December 31, 1999 from 10.2% for the year ended December 31, 1998. These
decreases were primarily attributable to a reduction in rates charged by
third-party cellular providers for providing services to our subscribers.
COST OF EQUIPMENT. For the year ended December 31, 1999, our cost of
equipment increased $3.2 million, or 29.9%, to $13.6 million during 1999 from
$10.4 million in 1998, primarily as a result of increases in the volume of
equipment we sold due to the growth in subscribers.
MARKETING AND SELLING COSTS. For the year ended December 31, 1999, our
marketing and selling costs increased $9.7 million, or 78.6%, to $22.0 million
from $12.3 million for the year ended December 31, 1998. As a percentage of
total operating revenue, marketing and selling costs increased to 18.5% for the
year ended December 31, 1999 from 12.3% for the year ended December 31, 1998.
These increases were the result of efforts focused to increase gross additions
during the year. We added 81,100 gross subscribers during the year ended
December 31, 1999 compared to 62,800 gross subscribers during the year ended
December 31, 1998.
GENERAL AND ADMINISTRATIVE COSTS. For the year ended December 31, 1999, our
general and administrative costs increased $0.2 million, or 1.2%, to
$20.0 million from $19.8 million for the year ended December 31, 1998. This
increase was the result of increased infrastructure costs, including customer
service, billing, collections and administrative costs as a result of the
overall growth. Our overall monthly
21
<PAGE>
general and administrative costs per average subscriber decreased 27.3% to $8
for 1999 compared to $11 for 1998. This decrease in general and administrative
costs per subscriber was primarily from efficiencies gained from our integration
with our parent, Dobson Communications.
DEPRECIATION AND AMORTIZATION EXPENSE. For the year ended December 31,
1999, our depreciation and amortization expense increased $40.0 million, or
145.5% to $67.5 million from $27.5 million for 1998. This increase was from the
increase in our depreciable assets and intangibles acquired during the Sygnet
acquisition.
INTEREST EXPENSE. For the year ended December 31, 1999, our interest
expense increased $37.5 million, or 134.3%, to $65.4 million from $27.9 million
for the year ended December 31, 1998. The increase resulted primarily from our
increased borrowings during December of 1998 to finance the Sygnet acquisition.
NET LOSS. For the year ended December 31, 1999, our net loss was
$45.7 million. Our net loss increased $31.2 million, or 214.6%, from
$14.5 million in the year ended December 31, 1998. The increase in our net loss
was primarily attributable to increased depreciation and amortization expense
and interest expense resulting from our acquisition of Sygnet at the end of
1998.
RESULTS OF OPERATIONS FOR SYGNET (PREDECESSOR COMPANY)
PERIOD FROM JANUARY 1, 1998 TO DECEMBER 23, 1998 COMPARED TO YEAR ENDED
DECEMBER 31, 1997
For purposes of the following analysis of the results of operations, we have
considered the period from January 1, 1998 to December 23, 1998 as the year
ended 1998. Activity from December 24, 1998 to December 31, 1998 is not material
to the comparability of 1998 to 1997.
OPERATING REVENUE. For 1998, Sygnet's total revenue increased 18.6% to
$100.3 million, from $84.5 million in 1997. The growth in revenue resulted from
of continued growth of the subscriber base and increased roaming revenue
generated by additional usage. Sygnet's total subscriber revenues, roamer
revenues and equipment sales and other revenues represent 64.6%, 28.0% and 7.4%,
respectively, of total operating revenue during 1998, and 65.2%, 27.7% and 7.1%,
respectively, of total operating revenue during the year ended December 31,
1997.
The following table sets forth the components of Sygnet's revenue for the
periods indicated:
<TABLE>
<CAPTION>
PERIOD FROM
JANUARY 1, 1998 YEAR ENDED
TO DECEMBER 23, DECEMBER 31,
1998 1997
--------------- ------------
($ IN THOUSANDS)
<S> <C> <C>
Operating revenue:
Subscriber revenue.............................. $ 64,786 $55,154
Roamer revenue.................................. 28,035 23,377
Equipment sales and other revenue............... 7,447 6,003
-------- -------
Total......................................... $100,268 $84,534
======== =======
</TABLE>
Subscriber revenue grew 17.6% to $64.8 million for 1998 from $55.2 million
in 1997 mainly as a result of continued subscriber growth, despite a decline in
average revenue per subscriber. Sygnet's number of subscribers increased by
26.1% to 178,800 at December 31, 1998 from 143,000 at December 31, 1997 due to
internal growth. On a per subscriber basis, average monthly subscriber revenue
per subscriber declined by 7.1% to $34.97 for 1998 from $37.63 during 1997. This
was due to competitive market pressures, continuing promotional activity and the
changing mix of subscribers reflecting increasing levels of subscribers who
purchase less expensive rate plans that include packaged minutes of use.
22
<PAGE>
Roaming revenue grew 19.9% to $28.0 million during 1998 compared to
$23.4 million in 1997. This increase was mainly a result of increased roaming
traffic throughout all of Sygnet's systems which more than offset the decline in
roaming revenue per minute of use. Roaming minutes of use increased by 24.8% to
$45.7 million for 1998 from $36.6 million for the comparable period in 1997.
Roaming revenue per minute, including toll, for 1998 decreased to $0.63 from
$0.64 for the comparable period in 1997. The decrease resulted primarily from
reductions in rates with other roaming partners.
Equipment sales revenue increased 34.0% to $5.8 million for 1998 from
$4.3 million in the comparable period in 1997. This increase resulted mainly
from an increased number of telephones and accessories sold to new customers as
well as from additional sales of equipment to existing customers for retention
purposes for which credits are given on the sales price and reflected in general
and administrative costs. The increase in the number of phones that we sold to
agents also contributed to the increase.
COST OF SERVICES. Cost of services increased 5.4% to $9.4 million for 1998
from $8.9 million for 1997. This increase resulted mainly from an increase in
home subscriber net roaming costs as well as increased billing and call delivery
expenses associated with the growth in the subscriber base. Lower costs to
Sygnet for long distance charges and the elimination of costs associated with a
terminated switching agreement partially affect this increase. As a percentage
of total revenue, cost of services was 9.4% for 1998 compared to 10.6% for the
same period in 1997.
COST OF EQUIPMENT SALES. Cost of equipment sales increased 8.1% to
$10.4 million for 1998 from $9.7 million in 1997. This increase resulted mainly
from an increased number of telephones and accessories we have sold to existing
subscribers, as well as the number of phones we have sold to agents.
GENERAL AND ADMINISTRATIVE COSTS. General and administrative costs
increased 16.6% to $19.8 million for 1998 from $17.0 million in 1997. This
increase resulted mainly from the growth in the subscriber base which caused an
increase in compensation and increased customer retention costs due to
competitive pressures. As a percentage of total revenues, general and
administrative expense was 19.7% for 1998 compared to 20.1% in 1997.
SELLING AND MARKETING COSTS. Selling and marketing costs increased 13.7% to
$12.3 million for 1998 from $10.8 million in 1997. This increase resulted mainly
from an increase in new subscribers added period to period which caused higher
compensation and commission expenses as well as an increase in advertising and
promotional expenses.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization decreased 4.3%
to $27.5 million for 1998 from $28.7 million for the comparable period in 1997.
The decrease resulted from the full depreciation of certain assets. For 1998,
Sygnet incurred $13.7 million in capital expenditures, primarily for cell site
and system enhancements.
INTEREST EXPENSE. Interest expense decreased 6.7% to $27.9 million for 1998
from $29.9 million for the comparable period in 1997. This decrease resulted
primarily from a lower level of borrowing due to the repayment of certain
indebtedness with the proceeds from the sale of common stock.
NET OPERATING LOSSES. At December 31, 1998, we had net operating loss
carryforwards of approximately $45.0 million. Sygnet had not previously
recognized deferred tax assets in excess of deferred tax liabilities. This was
based primarily on the history of net losses experienced by Sygnet. Upon
consummation of our acquisition of Sygnet, we have deferred tax liabilities in
excess of deferred tax assets.
LIQUIDITY AND CAPITAL RESOURCES
We have required, and will likely continue to require, substantial capital
to further develop, expand and upgrade our cellular systems and those we may
acquire. We have financed our operations through cash flows from operating
activities, bank debt and the sale of debt securities.
At December 31, 1999, we had working capital of $16.5 million (a ratio of
current assets to current liabilities of 1.6:1) and an unrestricted cash balance
of $2.3 million, which compares to working capital of
23
<PAGE>
$37.9 million (a ratio of current assets to current liabilities of 2.9:1) and an
unrestricted cash balance of $20.3 million at December 31, 1998.
Our net cash used in operating activities totaled $3.3 million for 1999.
This resulted primarily from our net loss and deferred income taxes for the
period offset by depreciation and amortization.
Our net cash used in investing activities totaled $24.9 million for the year
ended December 31, 1999 related primarily to acquisitions and capital
expenditures. Acquisitions and their related costs accounted for $5.1 million
and capital expenditures were $20.6 million for 1999.
Net cash provided by financing activities was $10.2 million for the year
ended December 31, 1999. Financing activity sources for the year ended
December 31, 1999 consisted primarily of maturities of restricted investments of
$20.5 million and proceeds from long-term debt of $22.0 million, which was
partially offset by repayments of long-term debt totaling $31.0 million.
Sygnet has historically relied on internally generated funds to fund debt
service and a substantial portion of its capital expenditures. Bank credit
facilities and equity issuances have been used for additional support of capital
expenditure programs and to fund acquisitions.
Sygnet's net cash provided by operating activities was $10.8 million for the
period from January 1, 1998 to December 23, 1998 compared to $9.4 million for
the comparable period in 1997. The increase was primarily the result of the
increase in operating income, offset somewhat by a decrease in net working
capital.
Sygnet's net cash used in investing activities was $13.2 million for the
period from January 1, 1998 to December 23, 1998 compared to $25.8 million for
the comparable period in 1997. In 1998, this activity reflects decreased levels
of purchases of property and equipment primarily for system buildout in addition
to proceeds of $300,000 associated with the sale of an undeveloped patent to an
officer/shareholder of Sygnet. In 1997, this activity reflects final payments
made in connection with the Horizon Acquisition and the completion of the
buildout of the system acquired in the Horizon Acquisition.
Sygnet's net cash provided by financing activities was $3.0 million for the
period from January 1, 1998 to December 23, 1998 compared to $15.0 million
provided by financing activities for the comparable period in 1997 as the
combination of reduced capital expenditures and increased cash flow from
operating activities reduced the need for outside financing. In 1997, this
activity included $43.6 million in net proceeds from the sale of Sygnet's common
stock which were used primarily to redeem the remaining outstanding preferred
stock and to reduce amounts outstanding under Sygnet's bank facility and fund
capital expenditures.
We expect our capital expenditures used to improve system quality and expand
coverage to total approximately $30.0 million for 2000.
Our bank facility originally totaled $430.0 million, consisting of a
$50.0 million revolving credit facility and $380.0 million of term loan
facilities. During 1999, this maximum availability was reduced $8.0 million,
from $430.0 million to $422.0 million as a result of a combination of a
scheduled principal payment and a mandatory prepayment on the term loans as a
result of proceeds from the sale of towers. As of December 31, 1999 we had
$398.0 million outstanding under the facility at a weighted average interest
rate of 9.8%. Obligations under our facility are secured by a pledge of the
capital stock of our subsidiary as well as a lien on substantially all of our
assets and our operating subsidiary. The bank facility requires that we maintain
certain financial ratios. The failure to maintain such ratios would constitute
an event of default, notwithstanding our ability to meet its debt service
obligations. As of December 31, 1999, we have maintained the required financial
ratios. We cannot provide assurance that we will continue to maintain these
required ratios and our ability to borrow under our bank facility will be
limited by the requirement that, on a quarterly basis beginning December 31,
2000, the amount available under our bank facility will reduce until they
terminate. The $200.0 million senior notes bear an interest rate of 12.25% and
mature in 2008. We used approximately $67.7 million of the net proceeds to
purchase securities pledged to secure the first six semi-annual interest
payments, which began June 15, 1999.
24
<PAGE>
In March 1999, we entered into an interest rate swap which has effectively
fixed the interest on $110 million of the principal outstanding on our credit
facility at approximately 5.48% plus a factor used on our leverage
(approximately 8.76% at December 31, 1999). The term of the interest rate swap
is 24 months.
As part of our acquisition of Sygnet and its related financing, Sygnet sold
to Dobson Tower Company, a wholly owned subsidiary of Dobson Communications
Corporation, substantially all of the towers owned by Sygnet for $25.0 million.
On October 15, 1999, Dobson Tower Company sold substantially all of the towers
acquired during the Sygnet acquisition to American Tower Corporation for
approximately $38.7 million. In connection with this sale, we have agreed to
lease the towers back from American Tower Corporation for an initial term of ten
years.
Although we cannot provide you any assurance, we believe that, assuming
successful implementation of our strategy, including the further development our
cellular systems and significant and sustained growth in our cash flow,
borrowings under our new bank facility and cash flow from operations, will be
sufficient to satisfy our capital expenditure, working capital and debt service
obligations for the next twelve months. However, we will need to refinance our
new bank facility and the notes at their maturities. Our ability to do so will
depend on, among other things, its financial condition at the time, the
restrictions in the instruments governing its indebtedness and other factors,
including market conditions beyond our control. The actual amount and timing of
our future capital requirements may differ materially from our estimates as a
result of, among other things, the demand for our services and regulatory,
technological and competitive developments. Sources of additional financing may
include commercial bank borrowings, vendor financing and the sale of equity or
debt securities. We cannot assure you that any such financing will be available
on acceptable terms or at all.
IMPACT OF YEAR 2000 ISSUE
Many computer systems and applications, including those embedded in
equipment and facilities, use two digit rather than four digit date fields to
designate an applicable year. As a result, the systems and applications may not
properly recognize the year 2000 or process data that includes it, potentially
causing data miscalculations, inaccuracies, operational malfunctions or
failures.
In April 1998, we established a multi-disciplined team to perform a year
2000 impact analysis. The team consists of representatives from each of our
lines of business, as well as representatives from key corporate departments,
and was headed by a full-time year 2000 compliance manager. The team created a
year 2000 assessment methodology which brought a structured approach to the
assessment and management reporting process.
We completed an inventory of our automated systems and services and
identified significant risk areas by line of business, specific compliance
requirements and costs and estimated completion dates for affected systems. The
services we provide are based on the systems of regional Bell operating
companies and other systems outside our control. We have had contact with all of
the vendors of products and services that we believe are critical to our
operations. Our vendors' representations pertaining to year 2000 compliance have
come in writing directly to us, in contracts, and by accessing year 2000
information available at their web sites. While all of our vendors have provided
some type of assurance that their products will be year 2000 compliant, not all
have provided us expressly with a "year 2000 Compliance Statement" and/or a
"year 2000 Warranty." Our focus with our vendors has been directed toward what
assurances of year 2000 compliance they can provide in the form of documented
year 2000 planning and testing and third party audits, whenever available.
We do not have large scale legacy applications used by many
telecommunications providers. From an information systems standpoint, we have
historically relied on outsourcing relationships for most of our business and
operational support applications. Those applications that have not been
outsourced to service providers have been deployed using packaged software from
outside vendors. As a result, the focus of our remediation efforts is not a
large scale in-house effort, but rather an identification of third party systems
and services that are not currently year 2000 compliant and oversight of third
party compliance efforts.
25
<PAGE>
The results of the impact analysis revealed that for most of our information
systems, services and telecommunications infrastructure, year 2000 compliant
versions will be included as a part of existing maintenance and/or service
agreements at no additional cost to us and were in place and tested by the
second quarter of 1999. All critical systems relating to call delivery, billing,
accounting, payroll and customer care were running on software that was
designated by the vendor as being year 2000 compliant by the end of
October 1999. We have replaced or upgraded all non-critical systems such as
workstations to ensure compliance with year 2000. The costs of upgrading or
replacing those systems that were not covered by existing service or maintenance
agreements was approximately $0.25 million. Our estimated upgrade costs does not
include the cost of upgrading and/or replacing those non-year 2000 compliant
systems that were replaced or upgraded based on non-year 2000 related business
reasons.
Since January 1, 2000, we have tested our critical systems and those tests
revealed no year 2000 problems. In addition, our operations to date have not
experienced any year 2000-related problems. We will continue to analyze systems
and services that utilize date-embedded codes that may experience operational
problems as various functions are utilized in the coming months. We will
continue communicating with third party vendors of systems software and
equipment, suppliers of telecommunications capacity and equipment, roaming
partners, customers and others with which we do business ot coordinate year 2000
compliance. We completed our year 2000 contingency and business continuity plans
during the fourth quarter of 1999.
FORWARD-LOOKING STATEMENTS
The description of our plans set forth herein, including planned capital
expenditures and acquisitions, are forward-looking statements made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. These plans involve a number of risks and uncertainties. Important factors
that could cause actual capital expenditures, acquisition activity or our
performance to differ materially from the plans include, without limitation, our
ability to satisfy the financial covenants of our outstanding debt instruments
and to raise additional capital; our ability to manage our rapid growth
successfully and to compete effectively in our cellular business against
competitors with greater financial, technical, marketing and other resources;
changes in end-user requirements and preferences; the development of other
technologies and products that may gain more commercial acceptance than those of
ours; and adverse regulatory changes. Readers are cautioned not to place undue
reliance on these forward-looking statements which speak only as of the date
hereof. We undertake no obligation to update or revise these forward-looking
statements to reflect events or circumstances after the date hereof including,
without limitation, changes in our business strategy or planned capital
expenditures, or to reflect the occurrence of unanticipated events.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Our primary market risk relates to changes in interest rates. Market risk is
the potential loss arising from adverse changes in market prices and rates,
including interest rates. We do not enter into derivatives or other financial
instruments for trading or speculative purposes. The objective of our financial
risk management is to minimize the negative impact of interest rate fluctuations
on our earnings and equity. In March 1999, we entered into an interest rate swap
that effectively fixed the interest rate on $110.0 million of the principal
outstanding on our credit facility. Increases in interest expense related to the
interest rate swap for the year ended December 31, 1999 were reflected in income
and were immaterial.
The fair market value of long-term fixed interest rate debt is subject to
interest rate risk. Generally, the fair market value of fixed interest rate debt
will increase as interest rates fall and decrease as interest rates rise. Based
on our market risk sensitive instruments outstanding at December 31, 1999, we
have determined that there was no material market risk exposure to our
consolidated financial position, results of operations or cash flows as of such
date.
26
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
Consolidated Financial Statements:
DOBSON/SYGNET COMMUNICATIONS COMPANY
Report of independent public accountants.................... 28
Consolidated Balance Sheets as of December 31, 1999 and
1998...................................................... 29
Consolidated Statement of Operations for the year ended
December 31, 1999 and the period from inception (July 23,
1998) through December 31, 1998........................... 30
Consolidated Statement of Stockholder's Equity for the year
ended December 31, 1999 and the period from inception
(July 23, 1998) through December 31, 1998................. 31
Consolidated Statement of Cash Flows for the year ended
December 31, 1999 and the period from inception (July 23,
1998) through December 31, 1998........................... 32
Notes to Consolidated Financial Statements.................. 33
SYGNET WIRELESS, INC. (THE PREDECESSOR COMPANY)
Report of independent auditors.............................. 41
Consolidated Statement of Operations for the period January
1, 1998 through December 23, 1998 and the year ended
December 31, 1997......................................... 42
Consolidated Statement of Stockholder's Equity for the
period January 1, 1998 through December 23, 1998 and the
year ended December 31, 1997.............................. 43
Consolidated Statement of Cash Flows for the period January
1, 1998 through December 23, 1998 and the year ended
December 31, 1997......................................... 44
Notes to Consolidated Financial Statements.................. 45
</TABLE>
27
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors of
Dobson/Sygnet Communications Company:
We have audited the accompanying consolidated balance sheets of
Dobson/Sygnet Communications Company (an Oklahoma corporation) and subsidiaries
as of December 31, 1999 and 1998, and the related consolidated statements of
operations, stockholder's equity and cash flows for the year ended December 31,
1999 and for the period from inception (July 23, 1998) through December 31,
1998. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards 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. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Dobson/Sygnet Communications
Company and subsidiaries as of December 31, 1999 and 1998, and the results of
their operations and their cash flows for the year ended December 31, 1999 and
for the period from inception through December 31, 1998, in conformity with
accounting principles generally accepted in the United States.
ARTHUR ANDERSEN LLP
Oklahoma City, Oklahoma,
February 25, 2000
28
<PAGE>
DOBSON/SYGNET COMMUNICATIONS COMPANY
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
1999 1998
------------ ------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents................................... $ 2,259,212 $ 20,262,977
Restricted cash and investments............................. 22,919,339 20,781,187
Accounts receivable, net allowance for doubtful accounts of
$500,063 and $0 in 1999 and 1998, respectively............ 15,671,828 13,125,357
Inventory................................................... 3,825,595 2,419,376
Prepaid expenses and other.................................. 483,666 1,608,221
------------ ------------
Total current assets.................................... 45,159,640 58,197,118
------------ ------------
PROPERTY, PLANT AND EQUIPMENT, net.......................... 57,389,201 46,994,471
------------ ------------
OTHER ASSETS:
Restricted investments...................................... 26,426,470 45,505,000
Cellular license acquisition costs, net of accumulated
amortization of $50,090,558 and $1,054,538 in 1999 and
1998, respectively........................................ 666,857,580 710,758,631
Deferred financing costs, net of accumulated amortization of
$5,231,553 and $101,025 in 1999 and 1998, respectively.... 45,526,469 49,346,454
Customer list, net of accumulated amortization of $9,434,076
and $198,612 in 1999 and 1998, respectively............... 35,253,674 44,489,138
Other....................................................... 707,733 1,447,106
------------ ------------
Total other assets...................................... 774,771,926 851,546,329
------------ ------------
Total assets............................................ $877,320,767 $956,737,918
============ ============
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES:
Accounts payable............................................ $ 9,530,798 $ 2,075,441
Accrued expenses............................................ 4,708,873 15,799,582
Deferred revenue and customer deposits...................... 3,334,015 2,437,021
Current portion of long-term debt........................... 11,125,000 --
------------ ------------
Total current liabilities............................... 28,698,686 20,312,044
------------ ------------
OTHER LIABILITIES:
Payables due to affiliates.................................. 11,178,994 3,990,363
Long-term debt, net of current portion...................... 586,875,000 607,000,000
Deferred income taxes....................................... 152,354,284 181,499,173
STOCKHOLDER'S EQUITY:
Common stock, $1.00 par value, 500 shares authorized and 100
shares issued and outstanding in 1999 and 1998,
respectively.............................................. 100 100
Additional paid-in capital.................................. 145,000,000 145,000,000
Retained deficit............................................ (46,786,297) (1,063,762)
------------ ------------
Total stockholder's equity.............................. 98,213,803 143,936,338
------------ ------------
Total liabilities and stockholder's equity.............. $877,320,767 $956,737,918
============ ============
</TABLE>
The accompanying notes are an integral part of these consolidated balance
sheets.
29
<PAGE>
DOBSON/SYGNET COMMUNICATIONS COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1999 AND FOR THE PERIOD FROM INCEPTION
(JULY 23, 1998) THROUGH DECEMBER 31, 1998
<TABLE>
<CAPTION>
PERIOD FROM INCEPTION
(JULY 23, 1998)
YEAR ENDED THROUGH
DECEMBER 31, 1999 DECEMBER 31, 1998
----------------- ---------------------
<S> <C> <C>
OPERATING REVENUE:
Service revenue......................................... $ 75,816,434 $ 1,563,266
Roaming revenue......................................... 36,889,249 664,323
Equipment sales and other............................... 6,407,302 190,791
------------ -----------
Total operating revenue................................. 119,112,985 2,418,380
------------ -----------
OPERATING EXPENSES:
Cost of service......................................... 8,539,858 160,230
Cost of equipment....................................... 13,566,343 369,146
Marketing and selling................................... 22,015,236 463,853
General and administrative.............................. 20,039,549 613,014
Depreciation and amortization........................... 67,515,628 1,661,856
------------ -----------
Total operating expenses................................ 131,676,614 3,268,099
------------ -----------
OPERATING LOSS............................................ (12,563,629) (849,719)
INTEREST EXPENSE.......................................... (65,360,804) (886,297)
INTEREST INCOME........................................... 4,235,890 20,271
OTHER EXPENSE, net........................................ (57,480) --
------------ -----------
LOSS BEFORE INCOME TAXES.................................. (73,746,023) (1,715,745)
INCOME TAX BENEFIT........................................ 28,023,488 651,983
------------ -----------
NET LOSS.................................................. $(45,722,535) $(1,063,762)
------------ -----------
BASIC NET LOSS APPLICABLE TO COMMON STOCKHOLDER PER COMMON
SHARE................................................... $ (457,225) $ (10,638)
============ ===========
BASIC WEIGHTED AVERAGE COMMON SHARES OUTSTANDING.......... 100 100
============ ===========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
30
<PAGE>
DOBSON/SYGNET COMMUNICATIONS COMPANY
CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1999 AND THE PERIOD FROM INCEPTION
(JULY 23, 1998) THROUGH DECEMBER 31, 1998
<TABLE>
<CAPTION>
COMMON STOCK
------------------- RETAINED EARNINGS
SHARES AMOUNT PAID-IN CAPITAL (DEFICIT) TOTAL
-------- -------- --------------- ----------------- -----------
<S> <C> <C> <C> <C> <C>
INCEPTION (JULY 23, 1998).......... -- $ -- $ -- $ -- $ --
Issuance of common stock, at
cost........................... 100 100 -- -- 100
Capital contribution............. -- -- 145,000,000 -- 145,000,000
Net loss......................... -- -- -- (1,063,762) (1,063,762)
--- ---- ------------ ------------ -----------
DECEMBER 31, 1998.................. 100 $100 $145,000,000 (1,063,762) 143,936,338
--- ---- ------------ ------------ -----------
Net loss......................... -- -- -- (45,722,535) (45,722,535)
--- ---- ------------ ------------ -----------
DECEMBER 31, 1999.................. 100 $100 $145,000,000 $(46,786,297) $98,213,803
=== ==== ============ ============ ===========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
31
<PAGE>
DOBSON/SYGNET COMMUNICATIONS COMPANY
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1999 AND THE PERIOD FROM INCEPTION
(JULY 23, 1998) THROUGH DECEMBER 31, 1998
<TABLE>
<CAPTION>
PERIOD FROM
INCEPTION
(JULY 23,
1998)
THROUGH
YEAR ENDED DECEMBER
DECEMBER 31, 1999 31, 1998
----------------- -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss.................................................. $(45,722,535) $ (1,063,762)
Adjustments to reconcile net loss to net cash provided by
(used in) operating activities--
Depreciation and amortization........................... 67,515,628 1,661,856
Amortization of financing costs......................... 5,231,553 --
Deferred income taxes................................... (29,144,889) --
Other................................................... 57,476 --
Changes in current assets and liabilities--
Accounts receivable..................................... (2,546,471) (908,119)
Inventory............................................... (1,406,219) 369,146
Prepaid expenses and other.............................. (1,725,690) (1,329,143)
Accounts payable........................................ 7,455,357 (30,238)
Accrued expenses........................................ (11,090,709) 2,518,958
Deferred revenue and customer deposits.................. 896,994 --
------------ -------------
Net cash (used in) provided by operating activities..... (10,479,505) 1,218,698
------------ -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures...................................... (20,591,960) --
Purchase of cellular licenses and properties.............. (5,134,969) (615,865,412)
Proceeds from sale of assets.............................. 794,587 25,000,000
Proceeds from payables due to affiliates.................. 7,188,631 3,990,363
------------ -------------
Net cash used in investing activities................... (17,743,711) (586,875,049)
------------ -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of long-term debt.............................. (31,000,000) --
Proceeds from long-term debt.............................. 22,000,000 607,000,000
Proceeds from capital contributions....................... -- 115,000,100
Purchase of restricted investments........................ -- (67,733,293)
Maturities of restricted investments...................... 20,530,000 --
Deferred financing costs.................................. (1,310,549) (48,347,479)
------------ -------------
Net cash provided by financing activities............... 10,219,451 605,919,328
------------ -------------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS........ (18,003,765) 20,262,977
CASH AND CASH EQUIVALENTS, beginning of year................ 20,262,977 --
------------ -------------
CASH AND CASH EQUIVALENTS, end of year...................... 2,259,212 20,262,977
============ =============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for--
Interest, net of amounts capitalized...................... 59,937,253 --
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING ACTIVITIES:
Acquisition purchase price contributed by parent.......... -- $ 30,000,000
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
32
<PAGE>
DOBSON/SYGNET COMMUNICATIONS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION:
The Company was incorporated under the name Front Nine Holdings, Inc. as an
Oklahoma corporation on July 23, 1998. Subsequently, the Company changed its
name to Dobson/Sygnet Communications Company (the "Company") and amended its
certificate of incorporation on December 2, 1998 to reflect this change. The
Company is a wholly owned subsidiary of Dobson Communications Corporation
("Dobson Communications").
CAPITAL RESOURCES AND GROWTH
The Company's total indebtedness and debt service requirements have
substantially increased as a result of the transactions described in Note 7 and
the Company is subject to significant financial restrictions and limitations. If
the Company is unable to satisfy any of the covenants under the credit facility
described in Note 4, including financial covenants, the Company will be unable
to borrow under the credit facility during such time period to fund planned
capital expenditures, its ongoing operations or other permissible uses.
The Company's ability to manage future growth will depend upon its ability
to monitor operations, control costs and maintain effective quality controls,
all of which will result in higher operating expenses. Any failure to expand
these areas and to implement and improve such systems, procedures and controls
in an efficient manner at a pace consistent with the growth of the Company's
business could have a material adverse effect on the Company's business,
financial condition and results of operations.
2. SIGNIFICANT ACCOUNTING POLICIES:
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements of the Company include the accounts of
all wholly owned subsidiaries.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents on the accompanying consolidated balance sheets
includes cash and short-term investments with original maturities of three
months or less.
INVENTORY
The Company values its inventory at the lower of cost or market on the
first-in, first-out method of accounting.
IMPAIRMENT OF LONG-LIVED ASSETS
The Company assesses potential impairments of long-lived assets, certain
identifiable intangibles and goodwill when there is evidence that events or
changes in circumstances indicate that an asset's carrying value may not be
recoverable. An impairment loss is recognized when the sum of the expected
future net cash flows is less than the carrying amount of the asset, including
intangible assets. The amount of any recognized impairment would be based on the
estimated fair value of the asset subject to impairment compared to the carrying
amount of such asset. The fair value of intangible assets will be determined
based on the discounted cash flows of the market or markets to which the
intangible assets relate. No such losses have been identified by the Company.
33
<PAGE>
DOBSON/SYGNET COMMUNICATIONS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
CELLULAR LICENSE ACQUISITION COSTS
Cellular license acquisition costs consist of amounts paid to acquire FCC
licenses to provide cellular services. Cellular license acquisition costs are
being amortized on a straight-line basis over fifteen years. Amortization
expense of $48,934,995 and $1,054,538 was recorded in 1999 and 1998,
respectively.
DEFERRED COSTS
Deferred costs consist of fees incurred to secure long-term debt. Deferred
financing costs are being amortized on a straight-line basis over the terms of
the debt of nine to ten years. Amortization expense related to these costs of
$5,231,553 and $101,025 was recorded in 1999 and 1998, respectively.
CUSTOMER LIST
Customer list acquisition costs are being amortized on a straight-line basis
over five years. Amortization expense of $9,235,464 and $198,612 was recorded in
1999 and 1998, respectively.
ADVERTISING COSTS
Advertising costs are expensed as incurred and are included as marketing and
selling expenses in the accompanying consolidated statement of operations.
INCOME TAXES
The Company files a consolidated income tax return with its parent, Dobson
Communications. Income taxes are allocated among the various entities included
in the consolidated tax return, as agreed, based on the ratio of each entity's
taxable income (loss) to consolidated taxable income (loss). For financial
reporting purposes, the Company calculates its provision for income taxes on a
stand alone basis. Deferred income taxes reflect the estimated future tax
effects of differences between financial statement and tax bases of assets and
liabilities at year end.
REVENUE RECOGNITION
The Company records service revenues over the period they are earned. The
cost of providing service is recognized as incurred.
Airtime and toll revenue is billed in arrears. The Company accrued estimated
unbilled revenues for services provided of approximately $1,547,000 and
$1,944,000 as of December 31, 1999 and 1998, respectively, which are included in
accounts receivable in the accompanying consolidated balance sheets. Monthly
access charges are billed in advance and are reflected as deferred revenue on
the accompanying consolidated balance sheets. Cellular equipment sales are
recognized when the cellular equipment is delivered to the customer. Subscriber
acquisition costs (primarily commissions and loss on equipment sales) are
expensed as incurred.
EARNINGS PER SHARE
Basic loss per common share is computed by the weighted average number of
shares of common stock outstanding during the year. There were no potentially
dilutive securities outstanding during 1999 and 1998.
34
<PAGE>
DOBSON/SYGNET COMMUNICATIONS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
USE OF ESTIMATES
The preparation of these consolidated financial statements in conformity
with accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the amounts reported in
the consolidated financial statements and accompanying notes. Actual results
could differ from those estimates.
SIGNIFICANT CONCENTRATIONS
In connection with providing cellular services to customers of other
cellular carriers, the Company has contractual agreements with those carriers
which provide for agreed-upon billing rates between the parties. Approximately
85% and 64% of the Company's cellular roaming revenue was earned from customers
of three cellular carriers during the years ended December 31, 1999 and 1998,
respectively.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In July 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, Derivatives and Hedging ("SFAS 133").
SFAS 133 establishes uniform hedge accounting criteria for all derivatives
requiring companies to formally document, designate and assess the effectiveness
of transactions that receive hedge accounting. Under SFAS 133, derivatives will
be recorded in the balance sheet as either an asset or liability measured at its
fair value, with changes in the fair value recognized as a component of
comprehensive income or in current earnings. SFAS 133, as amended by SFAS 137,
Derivatives and Hedging-Deferral of the Effective Date of FASB Statement
No. 133, will be effective for fiscal years beginning after June 15, 2000. Under
SFAS 133, the Company would record an asset of $0.3 million relating to its
interest rate hedge valuation at December 31, 1999. The Company has not yet
evaluated the total impact of adopting SFAS 133 and has not determined the
timing or method of adoption of SFAS 133.
3. PROPERTY, PLANT AND EQUIPMENT:
Property, plant and equipment are recorded at cost. Newly constructed
cellular systems are added to property, plant and equipment at cost which
includes contracted services, direct labor, materials overhead and any
capitalized interest. For the years ended December 31, 1999 and 1998, no
interest was capitalized. Existing property, plant and equipment purchased
through acquisitions is recorded at its fair value at the date of the purchase.
Repairs, minor replacements and maintenance are charged to operations as
incurred. The provisions for depreciation are provided using the straight-line
method based on the estimated useful lives of the various classes of depreciable
property.
35
<PAGE>
DOBSON/SYGNET COMMUNICATIONS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
3. PROPERTY, PLANT AND EQUIPMENT: (CONTINUED)
Listed below are the major classes of property, plant and equipment and
their estimated useful lives, in years, as of December 31, 1999 and 1998:
<TABLE>
<CAPTION>
USEFUL LIFE 1999 1998
------------ ----------- -----------
<S> <C> <C> <C>
Cellular systems and equipment........... 2-10 $44,235,798 $29,128,020
Buildings and improvements............... 5-40 8,804,869 8,724,903
Vehicles, aircraft and other work
equipment.............................. 3-10 334,572 305,430
Furniture and office equipment........... 5-10 4,399,928 6,164,473
Plant under construction................. 7,921,065 2,121,687
Land..................................... 1,011,163 857,639
----------- -----------
Property, plant and equipment.......... 66,707,395 47,302,152
Accumulated depreciation................. (9,318,194) (307,681)
----------- -----------
Property, plant and equipment, net..... $57,389,201 $46,994,471
----------- -----------
</TABLE>
4. LONG-TERM DEBT:
The Company's long-term debt as of December 31, 1999 and 1998 consisted of
the following:
<TABLE>
<CAPTION>
1999 1998
------------ ------------
<S> <C> <C>
Revolving credit facility........................ $398,000,000 $407,000,000
Dobson/Sygnet Senior Notes....................... 200,000,000 200,000,000
------------ ------------
Total debt................................... 598,000,000 607,000,000
------------ ------------
Less-current maturities.......................... 11,125,000 --
------------ ------------
Total long-term debt......................... $586,875,000 $607,000,000
============ ============
</TABLE>
CREDIT FACILITY
On December 23, 1998, the Company obtained $430 million of financing
pursuant to a senior secured credit facility ("Dobson/Sygnet Credit Facility")
from Bank of America, consisting of a $50 million reducing revolving credit
facility and $380 million of term loans. During 1999, the maximum availability
of $430.0 million was reduced to $422.0 million as a result of a combination of
a principal payment due and a mandatory repayment on the term loans totaling
$8.0 million. As of December 31, 1999 and 1998, the Company had $398.0 and
$407.0 million outstanding, respectively, at a weighted average interest rate of
9.8% and 8.9%, respectively. The Company's obligations under the Dobson/Sygnet
Credit Facility are secured by all current and future assets of the Company.
Initial proceeds were used primarily to finance the Sygnet Acquisition described
in Note 7. The Company expects to use the remaining availability to finance
capital expenditures and general operations. The facility will terminate in
2007.
The Dobson/Sygnet Credit Facility requires the Company to maintain certain
financial ratios. The failure to maintain such ratios would constitute an event
of default, notwithstanding the Company's ability to meet its debt service
obligations.
In March 1999, the Company entered into an interest rate swap which has
effectively fixed the interest on $110 million of the principal outstanding on
the Dobson/Sygnet Credit Facility at approximately 5.48%
36
<PAGE>
DOBSON/SYGNET COMMUNICATIONS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
4. LONG-TERM DEBT: (CONTINUED)
plus a factor based on our leverage (approximately 8.76% at December 31, 1999).
The term of interest rate swap is 24 months. The Company accounts for the
interest rate swap as a hedge.
SENIOR NOTES
On December 23, 1998, the Company issued $200 million of 12.25% Senior Notes
maturing in 2008 ("Dobson/Sygnet Senior Notes"). The net proceeds were used to
finance the Sygnet Acquisition described in Note 7 and to purchase securities
pledged to secure payment of the first six semi-annual interest payments on the
Dobson/Sygnet Senior Notes, which began on June 15, 1999. The pledged securities
are reflected as restricted cash and investments in the Company's consolidated
balance sheets. The Dobson/ Sygnet Senior Notes are redeemable at the option of
the Company in whole or in part, on or after December 15, 2003, initially at
106.125%. Prior to December 15, 2001, the Company may redeem up to 35% of the
principal amount of the Dobson/Sygnet Senior Notes at 112.25% with proceeds from
equity offerings, provided that at least $130 million remains outstanding.
Minimum future payments of long-term debt for years subsequent to
December 31, 1999, are as follows:
<TABLE>
<S> <C>
2000........................................................ $ 11,125,000
2001........................................................ 14,250,000
2002........................................................ 14,250,000
2003........................................................ 28,250,000
2004........................................................ 43,000,000
2005 and thereafter......................................... 487,125,000
------------
$598,000,000
============
</TABLE>
5. RESTRICTED CASH AND INVESTMENTS:
Restricted cash and investments consist of interest pledge deposits for the
Dobson/Sygnet Senior Notes and an escrow amount to cover any significant,
unforseeable tower expenses relating to the towers our affiliate sold as
discussed in Note 10. The senior notes interest pledge deposit includes the
initial deposit of $67.7 million (as discussed in Note 4), net of interest
earned and payments made to bondholders. The escrow reserve for the towers
included an initial deposit of $3.0 million, which is still fully funded. At
December 31, 1999, the carrying value of these investments exceeded the market
value by approximately $887,000.
6. STOCKHOLDERS' EQUITY:
On December 23, 1998, the Company received an equity contribution of
$145 million from its parent company, Dobson Communications. This contribution
was used to partially fund the Sygnet Wireless, Inc. acquisition described in
Note 7 below.
7. ACQUISITIONS:
On December 23, 1998, the Company acquired Sygnet Wireless, Inc. for
$337.5 million. At the date of the acquisition, Sygnet had $309 million of
indebtedness, which was immediately refinanced (See Note 4).
37
<PAGE>
DOBSON/SYGNET COMMUNICATIONS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
7. ACQUISITIONS: (CONTINUED)
Included in the $337.5 million of purchase price was $30 million of Dobson
Communications Class F preferred stock issued to certain sellers of Sygnet
Wireless, Inc. and another party. The Sygnet markets include cellular systems in
Ohio, Pennsylvania and New York covering an estimated population base of
2.4 million people.
The purchase price was allocated as follows:
<TABLE>
<CAPTION>
($ IN
THOUSANDS)
<S> <C>
Purchase price of Sygnet common stock....................... $337,500
Sygnet indebtedness assumed................................. 309,000
--------
Total purchase price.................................... $646,500
========
Current assets.............................................. $ 37,400
Property, plant and equipment............................... 47,000
Cellular license costs...................................... 710,800
Other assets................................................ 45,900
Current liabilities......................................... (13,100)
Deferred tax liabilities.................................... (181,500)
--------
$646,500
========
</TABLE>
We are aware of no unresolved matters that will materially impact the
purchase price allocation.
Concurrent with the acquisition of Sygnet Wireless, Inc. by the Company,
Dobson/Sygnet Operating Company was merged into Sygnet Wireless, Inc. This
merger was accounted for as a merger of entities under common control. Also
concurrent with the acquisition of Sygnet Wireless, Inc., the Company sold
substantially all of its cellular towers to an affiliate for $25 million (see
Note 10.).
On December 14, 1999, the Company purchased the Federal Communications
Corporation ("FCC") license for, and certain assets related to, Pennsylvania 2
RSA for $6.0 million. Pennsylvania 2 is located in Northwest Pennsylvania and
covers an estimated population base of 90,000.
The acquisition of Sygnet Wireless, Inc. was accounted for as a purchase
and, accordingly, the results of operations have been included in the
accompanying consolidated statements of operations from the date of acquisition.
The unaudited pro forma information set forth below includes the acquisition as
if the purchase occurred at the beginning of 1998. The unaudited pro forma
information is presented for informational purposes only and is not necessarily
indicative of the results of operations that actually would have been achieved
had the acquisition been consummated at that time:
<TABLE>
<CAPTION>
1998
-------------------------
(UNAUDITED, IN THOUSANDS)
<S> <C>
Operating revenue...................................... $ 105,604
Net loss............................................... (56,899)
Net loss per common share.............................. (569)
</TABLE>
38
<PAGE>
DOBSON/SYGNET COMMUNICATIONS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
8. EMPLOYEE BENEFIT PLANS:
401(K) PLAN
The Company's parent, Dobson Communications, maintains a 401(k) plan (the
"Plan") in which substantially all employees of the Company are eligible to
participate. The Plan requires the Company to match 100% of employees'
contributions up to 4% of their salary. Contributions to the Plan charged to the
Company's operations were approximately $285,366 for the year ended
December 31, 1999.
STOCK OPTION PLAN
The Company's parent, Dobson Communications has adopted a stock option plan,
the 1996 Stock Option Plan, as amended (the "Plan"). The Company accounts for
the Plan under APB Opinion 25, under which no compensation cost is recognized in
the accompanying consolidated financial statements if the option price is equal
to or greater than the fair market value of the stock at the time the option is
granted.
Under the Plan, the Board of Directors may grant both incentive and
non-incentive stock options for the employees, officers and directors to acquire
Dobson Communications Class B Stock and Class C Common Stock. Since the Plan's
adoption, stock options have been issued at the market price on the date of
grant with an expiration of ten years from the grant date. Options granted to
one employee during 1997 representing 42.9% of total options granted in 1997 and
vest as follows: options to purchase 12% of such shares first become exercisable
on each of the first five anniversaries of the grant date; options to purchase
an additional 8% of such shares first become exercisable on the same dates if
annual performance objectives are achieved, otherwise, the additional 8% of such
shares become fully vested at the end of the ten year term. The remaining
options issued in 1997 and all of the options issued in 1999 and 1996 vest at a
rate of 20% per year. Dobson Communications has reserved 30,166 shares of
authorized but unissued Class B Common Stock ("Class B") and 30,166 shares of
authorized but unissued Class C Common Stock ("Class C") for issuance under the
Plan.
The following schedule shows the Company's net loss and net loss per share
for 1999, had compensation expense been determined consistent with the Statement
of Financial Accounting Standards No. 123, Accounting for Stock-Based
Compensation. The following pro forma information for the year ended
December 31, 1999 is based on several assumptions and should not be viewed as
indicative of the Company in the future periods. In addition, the following pro
forma information is based on an allocation of 40% of Dobson Communications'
additional pro forma compensation expense (representing the historical overhead
allocation from Dobson Communications during 1999).
<TABLE>
<CAPTION>
1999
-----------------------
($ IN THOUSANDS, EXCEPT
FOR PER SHARE AMOUNTS)
<S> <C>
Net loss applicable to common stockholders:
As reported............................................... $(45,722,535)
Pro forma................................................. $(45,877,306)
Basic net loss applicable to common stockholders:
As reported............................................... $ (457,225)
Pro forma................................................. $ (458,773)
</TABLE>
Diluted net loss per common share has been omitted because the impact of
common stock equivalents is anti-dilutive.
39
<PAGE>
DOBSON/SYGNET COMMUNICATIONS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
8. EMPLOYEE BENEFIT PLANS: (CONTINUED)
The fair value of each option grant is estimated on the date of grant using
the Black-Scholes option pricing model with the following weighted-average
assumptions used for grants in 1999:
<TABLE>
<CAPTION>
CLASS B CLASS C
-------- --------
<S> <C> <C>
Interest rate............................................... -- 5.03%
Dividend yield.............................................. -- --
Expected volatility......................................... -- 44.67%
</TABLE>
The weighted average fair value of options granted using the Black-Scholes
option pricing model for Class C in 1999 was $267.37 assuming an expected life
of ten years.
9. TAXES:
The benefit for income taxes for the years ended December 31, 1999 and 1998,
differs from amounts computed at the statutory rate as follows:
<TABLE>
<CAPTION>
1999 1998
------------ ---------
<S> <C> <C>
Income taxes at statutory rate (34%)................ $(25,073,649) $(583,353)
State income taxes, net of Federal income tax
effect............................................ (2,949,839) (68,630)
------------ ---------
$(28,023,488) $(651,983)
============ =========
</TABLE>
The tax effects of the temporary differences which gave rise to deferred tax
assets and liabilities at December 31, 1999 and 1998 were as follows:
<TABLE>
<CAPTION>
1999 1998
------------- -------------
<S> <C> <C>
Current deferred income taxes:
Allowance for doubtful accounts receivable... $ 190,024 $ 193,040
Accrued liabilities.......................... -- 484,120
------------- -------------
Net current deferred income tax asset...... 190,024 677,160
------------- -------------
Noncurrent deferred income taxes:
Fixed assets................................. 1,710,760 2,880,020
Cellular license costs and other
intangibles................................ (183,865,044) (201,479,193)
Tax credits and carryforwards................ 29,800,000 17,100,000
------------- -------------
Net noncurrent deferred income tax
liability................................ (152,354,284) (181,499,173)
------------- -------------
Total deferred income tax liability........ $(152,164,260) $(180,822,013)
============= =============
</TABLE>
At December 31, 1999, the Company had NOL carryforwards of approximately
$78 million, which may be utilized to reduce future Federal income taxes
payable. The Company's NOL carryforwards begin to expire in 2012.
10. RELATED PARTY TRANSACTIONS:
At December 31, 1999 and 1998, the Company had payables due to affiliates of
$11,178,994 and $3,990,363, respectively, primarily due to Dobson Communiations
for liabilities paid on behalf of the
40
<PAGE>
DOBSON/SYGNET COMMUNICATIONS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
10. RELATED PARTY TRANSACTIONS: (CONTINUED)
Company. There are no requirements for payables due to affiliates to be repaid
to Dobson Communications within a year.
In connection with the Sygnet acquisition, the Company sold substantially
all of its cellular towers to an affiliate for $25 million. On October 15, 1999,
the affiliate sold substantially all of the towers acquired during the Sygnet
acquisition to American Tower Corporation for approximately $38.7 million. In
connection with the sale, the Company has agreed to lease the towers back from
American Tower Corporation for an initial term of ten years.
11. ACCRUED EXPENSES:
Accrued expenses consist of the following at December 31:
<TABLE>
<CAPTION>
1999 1998
---------- -----------
<S> <C> <C>
Sygnet acquisition costs (see Note 7)............... $2,549,759 $ 5,439,095
Deferred financing costs............................ -- 4,525,201
Property taxes...................................... 795,629 938,043
Interest............................................ 1,179,155 886,132
Vacation, wages and other........................... 184,330 4,011,111
---------- -----------
Total accrued expenses............................ $4,708,873 $15,799,582
========== ===========
</TABLE>
12. COMMITMENTS:
Future minimum lease payments required under operating leases that have an
initial or remaining noncancellable lease term in excess of one year at
December 31, 1999, are as follows:
<TABLE>
<S> <C>
2000........................................................ $3,487,480
2001........................................................ 2,987,778
2002........................................................ 2,399,055
2003........................................................ 2,107,267
2004........................................................ 1,809,330
2005 and thereafter......................................... 9,801,296
</TABLE>
Lease expense under the above leases was approximately $2,452,000 for the
year ended December 31, 1999.
13. FAIR VALUE OF FINANCIAL INSTRUMENTS:
Unless otherwise noted, the carrying value of the Company's financial
instruments approximates fair value. The Company estimates the fair value of its
long-term debt based on quoted market prices for publicly traded debt or on the
current rates available to the Company for debt with similar terms and remaining
maturation.
41
<PAGE>
DOBSON/SYGNET COMMUNICATIONS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
13. FAIR VALUE OF FINANCIAL INSTRUMENTS: (CONTINUED)
Indicated below are the carrying amounts and estimated fair values of the
Company's financial instruments as of December 31:
<TABLE>
<CAPTION>
1999 1998
--------------------------- ---------------------------
CARRYING CARRYING
AMOUNT FAIR VALUE AMOUNT FAIR VALUE
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revolving credit facility..... $398,000,000 $398,000,000 $430,000,000 $430,000,000
Dobson/Sygnet Senior Notes.... 200,000,000 220,000,000 200,000,000 205,000,000
Interest rate hedge........... -- 343,191 -- --
</TABLE>
42
<PAGE>
REPORT OF INDEPENDENT AUDITORS
The Board of Directors
Sygnet Wireless, Inc.
We have audited the accompanying consolidated statements of operations,
shareholders' equity (deficit), and cash flows of Sygnet Wireless, Inc. for the
year ended December 31, 1997, and for the period from January 1, 1998 through
December 23, 1998 (the date of the sale of the Company). These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards 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. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated results of operations
and cash flows of Sygnet Wireless, Inc. for the year ended December 31, 1997,
and for the period from January 1, 1998 through December 23, 1998, in conformity
with generally accepted accounting principles.
ERNST & YOUNG LLP
Cleveland, Ohio
February 5, 1999
43
<PAGE>
SYGNET WIRELESS, INC. (PREDECESSOR COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
PERIOD FROM JANUARY 1,
1998 THROUGH YEAR ENDED
DECEMBER 23, 1998 DECEMBER 31, 1997
---------------------- -----------------
<S> <C> <C>
Revenue:
Subscriber revenue..................................... $ 64,785,498 $ 55,153,827
Roamer revenue......................................... 28,034,831 23,377,299
Equipment sales........................................ 5,794,056 4,323,052
Other revenue.......................................... 1,653,264 1,679,412
------------ ------------
Total revenue............................................ 100,267,649 84,533,590
Costs and expenses:
Cost of services....................................... 9,433,254 8,948,346
Cost of equipment sales................................ 10,443,870 9,663,151
General and administrative............................. 19,796,012 16,975,592
Selling and marketing.................................. 12,327,160 10,841,059
Merger related costs (Note 2).......................... 1,883,952 --
Depreciation and amortization.......................... 27,497,687 28,718,937
------------ ------------
Total costs and expenses................................. 81,381,935 75,147,085
------------ ------------
Income from operations................................... 18,885,714 9,386,505
Other:
Interest expense....................................... 27,895,156 29,901,678
Merger related costs (Note 2).......................... 5,205,492 --
Other expense, net..................................... 319,121 101,221
------------ ------------
Loss before extraordinary item........................... (14,534,055) (20,616,394)
------------ ------------
Net loss................................................. $(14,534,055) $(20,616,394)
============ ============
</TABLE>
See accompanying notes.
44
<PAGE>
SYGNET WIRELESS, INC.
(PREDECESSOR COMPANY)
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
<TABLE>
<CAPTION>
NOTE
CLASS A CLASS B ADDITIONAL RETAINED RECEIVABLE
-------------------- --------------------- PAID-IN EARNINGS FROM OFFICER/
SHARES AMOUNT SHARES AMOUNT CAPITAL (DEFICIT) SHAREHOLDER
--------- -------- ---------- -------- ----------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance as of January 1, 1997......... 2,653 27 6,167,977 61,679 5,812,211 (7,605,730) (249,952)
Net loss............................ (20,616,394)
Preferred stock dividend............ (1,149,040)
Accretion of preferred stock........ (46,849)
Stock option compensation........... 306,000
Excess of redemption price over
carrying value of preferred
stock............................. (925,534)
Net proceeds from issuance of common
shares to Boston Ventures......... 3,000,000 30,000 43,601,710
Exchange of common shares........... 1,008,000 10,080 (1,008,000) (10,080)
--------- ------- ---------- -------- ----------- ------------ ---------
Balance as of December 31, 1997....... 4,010,653 40,107 5,159,977 51,599 47,598,498 (28,222,124) (249,952)
Net loss.............................. (14,534,055)
Exchange of common shares............. 731,893 7,319 (731,893) (7,319)
--------- ------- ---------- -------- ----------- ------------ ---------
Balance as of December 23, 1998....... 4,742,546 $47,426 4,428,084 $ 44,280 $47,598,498 $(42,756,179) $(249,952)
========= ======= ========== ======== =========== ============ =========
</TABLE>
See accompanying notes.
45
<PAGE>
SYGNET WIRELESS, INC. (PREDECESSOR COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
PERIOD FROM
JANUARY 1, THROUGH YEAR ENDED
DECEMBER 23, 1998 DECEMBER 31, 1997
------------------ -----------------
<S> <C> <C>
OPERATING ACTIVITIES
Net loss.................................................... $(14,534,055) $(20,616,394)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation.............................................. 15,085,641 16,018,841
Amortization.............................................. 12,412,046 12,700,096
Compensation expense from issuance of stock options....... -- 306,000
Loss on disposal of equipment............................. 96,128 102,955
Extraordinary loss on extinguishment of debt.............. -- --
Changes in operating assets and liabilities:
Accounts receivable..................................... (1,526,182) (1,854,599)
Inventory............................................... (921,077) (170,493)
Prepaid and deferred expenses........................... 30,380 232,548
Accounts payable and accrued expenses................... 3,494,470 2,866,653
Accrued interest payable................................ (3,366,590) (190,868)
------------ ------------
Net cash provided by operating activities................... 10,770,761 9,394,739
INVESTING ACTIVITIES
Acquisitions of Horizon and Erie............................ -- (599,442)
Purchases of property and equipment......................... (13,654,200) (25,575,837)
Proceeds from sale of equipment............................. 444,500 405,995
------------ ------------
Net cash used in investing activities....................... (13,209,700) (25,769,284)
FINANCING ACTIVITIES
Dividends paid.............................................. -- --
Proceeds from long-term debt................................ 21,800,000 30,500,000
Principal payments on long-term debt........................ (18,800,000) (37,250,000)
Increase in financing costs................................. -- (65,376)
Net proceeds from issuance of preferred stock............... -- --
Redemption of preferred stock............................... -- (21,839,451)
Net proceeds from issuance of common stock.................. -- 43,631,710
------------ ------------
Net cash provided by financing activities................... 3,000,000 14,976,883
------------ ------------
Increase (decrease) in cash and cash equivalents............ 561,061 (1,397,662)
Cash and cash equivalents at beginning of year.............. 860,086 2,257,748
------------ ------------
Cash and cash equivalents at end of year.................... $ 1,421,147 $ 860,086
============ ============
</TABLE>
See accompanying notes.
46
<PAGE>
SYGNET WIRELESS, INC. (PREDECESSOR COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 1997, AND THE
PERIOD FROM JANUARY 1, 1998 THROUGH DECEMBER 23, 1998
1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
These financial statements include the accounts of Sygnet Wireless, Inc. and
its wholly-owned subsidiary Sygnet Communications, Inc. (Sygnet) (hereinafter
collectively referred to as the "Company"). Intercompany balances and
transactions have been eliminated in the consolidated financial statements. The
Company owns and operates in one segment, cellular telephone systems, serving
one large cluster with an approximate population of 2.4 million in Northeastern
Ohio, Western Pennsylvania and Western New York.
2. SUBSEQUENT EVENT
On December 23, 1998, a wholly-owned subsidiary of Dobson Communications
Corp. (Dobson), acquired all outstanding shares of Class A and B common stock
(including the granted options of the Company as described in Note 10) of the
Company for $337.5 million in cash. In connection with the purchase, the Notes
(as described in Note 4) were tendered for a total price of $1,181.61 for each
$1,000 in principal. The Bank Credit Facility (as described in Note 4) was
repaid and terminated. The Company incurred $7.1 million in merger costs
associated with this business combination. The merger costs included
approximately $4.8 million for an advisory fee and $0.4 million in legal and
accounting fees which are recorded as other non-operating expenses. In addition,
the Company incurred $1.9 million for related employee severance, retention and
stock option plans which are included in costs and expenses.
3. SIGNIFICANT ACCOUNTING POLICIES
CASH EQUIVALENTS
The Company considers all liquid investments with a maturity of three months
or less when purchased to be cash equivalents.
PROPERTY AND EQUIPMENT
Property and equipment are recorded at cost and are depreciated over their
estimated useful lives (ranging from 2.5 to 19 years) calculated under the
straight-line or double declining balance methods.
INTANGIBLE ASSETS
CELLULAR LICENSES AND CUSTOMER LISTS
The FCC issues licenses that enable cellular carriers to provide cellular
service in specific geographic areas. The FCC grants licenses for a term of up
to 10 years and generally grants renewals if the licensee has complied with its
obligations under the Communications Act of 1934. In 1993, the FCC adopted
specific standards to apply to cellular renewals, concluding it will award a
renewal to a cellular licensee that meets certain standards of past performance.
Historically, the FCC has granted license renewals routinely. The Company
believes that it has met, and will continue to meet all requirements necessary
to secure renewal of its cellular licenses.
The Company has acquired cellular licenses and customer lists through its
acquisition of interests in various cellular systems. The Company uses a
40 year useful life to amortize its licenses under the straight-line method.
Purchased cellular and paging customer lists are being amortized over 5 years
under
47
<PAGE>
SYGNET WIRELESS, INC. (PREDECESSOR COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED DECEMBER 31, 1997, AND THE
PERIOD FROM JANUARY 1, 1998 THROUGH DECEMBER 23, 1998
3. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
the straight-line method. Amortization expense was $11,295,083 for the period
from January 1, through December 23, 1998, and $11,559,031 in 1997.
The ongoing value and remaining useful lives of intangible and other
long-term assets are subject to periodic evaluation and the Company currently
expects the carrying amounts to be fully recoverable. When events and
circumstances indicate that intangible and other long-term assets might be
impaired, an undiscounted cash flow methodology would be used to determine
whether an impairment loss would be recognized. Measurement of the amount of the
impairment may be based on appraisal, market values of similar assets, or
estimated discounted cash flows reflecting the use and ultimate disposition of
the assets.
DEFERRED FINANCING COSTS
Deferred financing costs are being amortized over the terms of the bank
credit facility and senior notes. Amortization expense was $1,116,963 for the
period from January 1, 1998 through December 23, 1998, and $1,141,065 in 1997.
REVENUE RECOGNITION
The Company earns revenue primarily by providing cellular services to its
customers (Subscriber Revenue) and from the usage of its system by the customers
of other cellular carriers (Roamer Revenue). Access revenue for Subscriber
Revenue is billed one month in advance. Revenue is recognized as service is
rendered. Subscriber acquisition costs (primarily commissions and loss on
equipment sales) are expensed when incurred.
ADVERTISING COSTS
Advertising costs are recorded as expense when incurred. Advertising expense
was $1,851,047 for the period from January 1, 1998 through December 23, 1998,
and $1,841,138 in 1997.
STOCK COMPENSATION
The Company accounts for its stock-based employee compensation arrangements
based on the intrinsic value of the equity instruments granted, as set forth in
APB Opinion No. 25, ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES, and related
interpretations.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements. Actual
results may differ from those estimates.
SIGNIFICANT CONCENTRATIONS
In connection with providing cellular services to customers of other
cellular carriers, the Company has contractual agreements with those carriers
which provide for agreed upon billing rates between the parties.
48
<PAGE>
SYGNET WIRELESS, INC. (PREDECESSOR COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED DECEMBER 31, 1997, AND THE
PERIOD FROM JANUARY 1, 1998 THROUGH DECEMBER 23, 1998
3. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Approximately 43% of the Company's Roamer Revenue was earned from two cellular
carriers ,for the period from January 1, 1998 through December 23, 1998, and the
year ended December 31, 1997.
FINANCIAL INSTRUMENTS
Derivative financial instruments are used by the Company in the management
of interest rate exposure and are accounted for on an accrual basis. Income and
expense are recorded in the same category as that arising from the related
liability being hedged (i.e., adjustments to interest expense).
The Company uses variable interest rate credit facilities to finance
acquisitions and operations of the Company. The Company may reduce its exposure
to fluctuations in interest rates by creating offsetting positions through the
use of derivative financial instruments. The Company does not use derivative
financial instruments for trading or speculative purposes, nor is the Company a
party to leveraged derivatives. The notional amount of interest rate swaps is
the underlying principal amount used in determining the interest payments
exchanged over the life of the swap. The notional amount is not a measure of the
Company's exposure through its use of derivatives.
The Company may be exposed to credit loss in the event of nonperformance by
the counterparties to its interest rate swap agreements. The Company anticipates
the counterparties will be able to fully satisfy their obligations under the
agreements.
RECLASSIFICATION
Certain 1997 amounts have been reclassified to conform with 1998
presentation.
4. LONG-TERM DEBT
On September 19, 1996, the Company issued $110,000,000 11 1/2% unsecured
Senior Notes due October 1, 2006 (the Notes). The Notes paid interest
semiannually on April 1 and October 1 of each year commencing April 1, 1997. The
Notes were redeemable at the option of the Company at redemption prices
(expressed as a percentage of principal amount) ranging from 105.75% in 2001 to
100.00% in 2005 and thereafter. Among other things, the Notes contain certain
covenants which limited additional indebtedness, payment of dividends, sale of
assets or stock, changes in control and transactions with related parties. The
proceeds from the Notes were used to repay amounts borrowed under a $75 million
bank credit agreement and to finance the 1996 acquisition of Horizon. The notes
were retired in connection with the sale of the Company described in Note 2.
On October 9, 1996, Sygnet entered into a new financing agreement (the Bank
Credit Facility) with a commercial bank group. The Bank Credit Facility was a
senior secured reducing revolver that provided Sygnet the ability to borrow up
to $300 million through June 30, 1999. Mandatory reductions in the revolver were
to occur quarterly thereafter through June 30, 2005, when the Bank Credit
Facility was to terminate. The Bank Credit Facility was secured by certain
assets and the stock of Sygnet. The Bank Credit Facility provided for various
borrowing rate options based on either a fixed spread over the London Interbank
Offered Rate (LIBOR) or the prime rate. Interest payments were made quarterly.
The Bank Credit Facility was retired in connection with the sale of the Company
described in Note 2.
49
<PAGE>
SYGNET WIRELESS, INC. (PREDECESSOR COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED DECEMBER 31, 1997, AND THE
PERIOD FROM JANUARY 1, 1998 THROUGH DECEMBER 23, 1998
4. LONG-TERM DEBT (CONTINUED)
Among other things, the Bank Credit Facility contained financial covenants
which required the maintenance of debt service ratios and the hedging of
interest rate risk and limited distributions to shareholders and sales of
assets. In connection with these covenants, the Company has a three year
interest rate swap with a total underlying notional amount of $80 million. The
swap agreement converted the interest rate on $80 million notional amount of the
credit facility from a variable rate based upon a three month LIBOR (5.25% at
December 23, 1998) to fixed rates ranging from 5.79% to 6.03%. Amounts paid or
received under these agreements are recognized as adjustments to interest
expense.
Interest paid was $31,294,880 for the period from January 1, 1998 through
December 23, 1998, and $30,076,031 in 1997.
5. LEASES
The Company has entered into various operating leases for land and office
facilities. Leases for tower sites provide for periodic extensions of lease
periods with future lease payments indexed to the consumer price index.
Rent expense was $2,411,310 for the period from January 1, 1998 through
December 23, 1998, and $2,077,644 in 1997.
6. RETIREMENT PLAN
The Company sponsors a 401(k) retirement and profit sharing plan which
covers substantially all its employees. Eligible employees can contribute from
1% to 15% of their compensation. The Company, at its discretion, may match a
portion of the employee's contribution. The Company may also, at its discretion,
make additional profit sharing contributions to the plan. In connection with the
sale of Company described in Note 2, the Plan will be merged with the Dobson
401(k) plan. Total pension expense was $357,000 for the period from January 1,
1998 through December 23, 1998, and $293,000 in 1997.
7. REDEEMABLE PREFERRED STOCK AND WARRANTS
On April 3, 1997, 100,000 shares of Series A Senior Cumulative Nonvoting
Preferred Stock (Preferred Stock) were redeemed by the Company at a cost of
$10,000,000 which was funded by the Bank Credit Facility. On June 20, 1997, the
remaining 118,394.51 shares of Preferred Stock were redeemed by the Company at a
cost of $11,839,451. This redemption was funded by the Common Stock Sale
described in Note 8.
The Preferred Stock had a redemption value of $100 per share and was
recorded at fair value on the date of issuance less issuance costs. Dividends
were cumulative from the date of issuance, accrued quarterly in arrears and were
payable in shares of Preferred Stock. The dividend rates increased annually from
15% in 1997 to 21% in 2000 and thereafter. The Preferred Stock included the
potential issuance of warrants to purchase shares of the Company's Class A
Common Stock. No warrants were issued. For financial reporting purposes, the
excess of the redemption value of the Preferred Stock over the carrying value
was accreted by periodic charges to additional paid-in capital over the life of
the issue.
50
<PAGE>
SYGNET WIRELESS, INC. (PREDECESSOR COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED DECEMBER 31, 1997, AND THE
PERIOD FROM JANUARY 1, 1998 THROUGH DECEMBER 23, 1998
7. REDEEMABLE PREFERRED STOCK AND WARRANTS (CONTINUED)
The Company has authorized 5 million shares of Nonvoting Preferred Stock,
par value $.01 per share, of which 500,000 are designated as Series A Senior
Cumulative Nonvoting Preferred Stock.
The Company has also authorized 10 million shares of Voting Preferred Stock,
par value $.01 per share, none of which are issued.
8. SHAREHOLDERS' EQUITY
On June 20, 1997, the Company issued and sold 3,000,000 shares of Class A
Common Stock, $0.01 par value, to Boston Ventures Limited Partnership V (Boston
Ventures) at a price of $15 per share (Common Stock Sale). The proceeds of
$43.6 million, net of issuance fees of $1.4 million, were used to redeem the
remaining outstanding Preferred Stock as described in Note 8 and to reduce
amounts outstanding under the Bank Credit Facility. As a condition of the Common
Stock Sale, Boston Ventures appointed two representatives on the Company's
eleven member board of directors.
In August 1997, Boston Ventures purchased 1,000,000 shares of Class B Common
Stock from shareholders pursuant to a tender offer which upon purchase became
Class A Common Stock.
Under the most restrictive of the covenants discussed in Note 4, the Company
could not declare any dividends on its common stock through December 23, 1998.
On December 29, 1994, the Company received a promissory note from an
officer/shareholder for $249,952 for the purchase of common shares from a
shareholder. The note required annual payment of interest at 8.23% with
principal repayment commencing on December 31, 1998 through December 31, 2001.
The officer/shareholder repaid 100% of the note and interest accrued on
December 29, 1998.
9. INCOME TAXES
Statement of Financial Accounting Standards No. 109, ACCOUNTING FOR INCOME
TAXES, requires deferred income taxes to be provided for differences in the
basis for tax purposes and for financial accounting purposes of recorded assets
and liabilities. At December 23, 1998, the Company has net operating loss
carryforwards of $45.2 million that expire in 2012 and 2013.
The components of the income tax provision (benefit) in the consolidated
statements of operations for the period January 1, 1998 through December 23,
1998, and for the year ended December 31, 1997 are as follows:
<TABLE>
<CAPTION>
1998 1997
----------- -----------
<S> <C> <C>
Deferred income tax (benefit)...................... (4,782,900) (6,697,800)
Valuation allowance................................ 4,782,900 6,697,800
----------- -----------
Total provision for income tax (benefit)........... $ -- $ --
=========== ===========
</TABLE>
51
<PAGE>
SYGNET WIRELESS, INC. (PREDECESSOR COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED DECEMBER 31, 1997, AND THE
PERIOD FROM JANUARY 1, 1998 THROUGH DECEMBER 23, 1998
10. STOCK OPTION PLAN
The Company has stock option plans that provide for the purchase of Class A
common stock by employees and directors of the Company. Under the stock option
plans, the Company is authorized to issue 1,250,000 options for the purchase of
shares of Class A common stock (1,000,000 for employees and 250,000 for
non-employee directors). These options vest over a period ranging from grant
date to five years, are exercisable based upon the terms of the grants and
expire at the end of ten years. The Company applies APB Opinion No. 25,
ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES, and related interpretations in
accounting for the plan, which requires that for certain options granted, the
Company recognizes as compensation expense the excess of the fair value for
accounting purposes of the common stock over the exercise price of the options.
For the majority of options, no compensation cost has been recognized. Had stock
compensation plans been determined based on the fair value at the grant dates
for awards under those plans consistent with the method of SFAS No. 123,
ACCOUNTING FOR STOCK-BASED COMPENSATION, the Company's net loss would have
increased by $625,000 from the amounts reported in 1997, and $419,000 from the
amounts reported for the period from January 1, 1998 through December 23, 1998.
For pro forma calculations, the fair value of each option is estimated on
the date of grant using the Minimum Value option-pricing model with the
following weighted-average assumptions used for grants in 1997 and 1998:
risk-free interest rates ranging from 6.9% to 5.9% and average expected lives
ranging from 5.0 to 7.5 years for issued options.
A summary of the status of the Company's stock option plan as of
December 23, 1998, and December 31, 1997, and changes during the periods then
ended is presented below:
<TABLE>
<CAPTION>
1998 1997
------------------- -------------------
WEIGHTED WEIGHTED
-AVERAGE -AVERAGE
EXERCISE EXERCISE
SHARES PRICE SHARES PRICE
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Outstanding at beginning of year........................ 716,200 $10.08 533,200 $10.00
Granted................................................. 210,500 18.03 183,000 10.31
Exercised............................................... -- -- -- --
Canceled................................................ (1,000) 20.00 -- --
------- ------ ------- ------
Outstanding at year end................................. 925,700 $11.88 716,200 $10.08
------- ------ ------- ------
Options exercisable at year end......................... 815,700 651,200
------- -------
Weighted-average fair value of options granted during
the year.............................................. $ 1.65 $ 7.80
------ ------
Weighted-average remaining contractual life............. 8.71 8.87
------ ------
</TABLE>
At December 23, 1998, there were 324,300 options available for future grant.
11. COMMITMENTS
On June 8, 1998, the Company entered into an agreement with Pinellas
Communications to purchase the license to operate a cellular telephone system in
the Rural Service Area PA-2. The purchase price is $6 million and the
transaction is expected to close in first quarter of 1999.
52
<PAGE>
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
Information omitted in accordance with General Instruction I(2)(c).
ITEM 11. EXECUTIVE COMPOSITION
Information omitted in accordance with General Instruction I(2)(c).
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information omitted in accordance with General Instruction I(2)(c).
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information omitted in accordance with General Instruction I(2)(c).
53
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)(1) The following financial statements of Dobson Communications
Corporation are included in Item 8:
<TABLE>
<S> <C>
DOBSON/SYGNET COMMUNICATIONS COMPANY
Consolidated Balance Sheets as of December 31, 1999 and 1998
Consolidated Statement of Operations for the year ended
December 31, 1999 and the period from inception (July 23,
1998) through December 31, 1998
Consolidated Statement of Stockholder's Equity for the year
ended December 31, 1999 and the period from inception
(July 23, 1998) through December 31, 1998
Consolidated Statement of Cash Flows for the year ended
December 31, 1999 and the period from inception (July 23,
1998) through December 31, 1998
Notes to Consolidated Financial Statements
SYGNET WIRELESS, INC. (THE PREDECESSOR COMPANY)
Consolidated Statement of Operations for the period
January 1, 1998 through December 23, 1998 and the year
ended December 31, 1997
Consolidated Statement of Stockholder's Equity for the
period January 1, 1998 through December 23, 1998 and the
year ended December 31, 1997
Consolidated Statement of Cash Flows for the period
January 1, 1998 through December 23, 1998 and the year
ended December 31, 1997
Notes to Consolidated Financial Statements
</TABLE>
(2) Schedule II--Valuation Allowance Accounts
All other schedules have been omitted since the required information is not
present, or not present in amounts sufficient to require submission of the
schedule, or because the information required is included in the consolidated
financial statements or notes thereto.
54
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors of
Dobson/Sygnet Communications Company:
We have audited in accordance with auditing standards generally accepted in the
United States, the consolidated financial statements of Dobson/Sygnet
Communications Company included in this Form 10-K and have issued our report
thereon dated February 25, 2000. Our audits were made for the purpose of forming
an opinion on those statements taken as a whole. The schedule listed on page,
Item 14(a)2 is the responsibility of the Company's management and is presented
for purposes of complying with the Securities and Exchange Commission's rules
and is not part of the basic consolidated financial statements. This schedule
has been subjected to the auditing procedures applied in the audits of the basic
consolidated financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein in
relation to the basic consolidated statements taken as a whole.
ARTHUR ANDERSEN LLP
Oklahoma City, Oklahoma
February 25, 2000
55
<PAGE>
SCHEDULE II
DOBSON/SYGNET COMMUNICATION COMPANY
SCHEDULE OF VALUATION ALLOWANCE ACCOUNTS
YEAR ENDED DECEMBER 31, 1999 AND THE PERIOD FROM INCEPTION (JULY 23, 1998)
THROUGH DECEMBER 31, 1998
<TABLE>
<CAPTION>
BALANCE AT CHARGED TO BALANCE AT
BEGINNING COSTS AND END OF
OF PERIOD EXPENSES DEDUCTIONS YEAR
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Allowance for Doubtful Accounts Receivable:
1999............................................. -- $2,107,913 $1,607,850 $500,063
1998............................................. -- -- -- --
</TABLE>
Allowance for doubtful accounts are deducted from accounts receivable in the
balance sheet.
56
<PAGE>
(3) Exhibits.
<TABLE>
<CAPTION>
EXHIBIT METHOD OF
NUMBERS DESCRIPTION FILING
- ------- ------------------------------------------------------------ -----------------------------
<C> <S> <C>
2.1 Agreement and Plan of Merger dated July 28, 1998 between
Sygnet Wireless, Inc. and Dobson/Sygnet Operating Company
(formerly known as Front Nine Operating Company) (without
schedules). (1)[2.0]
2.2 Purchase Agreement dated July 8, 1998 by and between Sygnet
Communications, Inc. and Pinellas Communications. (2)[10.32]
2.3 Agreement for Purchase of Partnership Interest dated
September 15, 1995 by and between Sygnet Communications,
Inc. and Erie Cellular Systems, Inc. (formerly McCaw
Communications of Erie, Inc.). (3)[10.18]
3.1 Registrant's Amended Certificate of Incorporation. (4)[3.1]
3.2 Registrant's Amended Bylaws. (4)[3.2]
4.1 Indenture dated December 23, 1998 between Registrant, as
Issuer, and United States Trust Company of New York, as
Trustee. (1)[4.1]
4.2 Form of Note under Indenture (contained in Exhibit 4.1
hereto). (1)[4.1]
4.3 Pledge Agreement dated December 23, 1998 between Registrant,
as Pledgor, and NationsBanc Montgomery Securities LLC,
Lehman Brothers, Inc., First Union Capital Markets, a
division of Wheat First Securities, Inc. and TD Securities
(USA) Inc., as Initial Purchasers, and United States Trust
Company of New York, as Trustee. (4)[4.3]
4.4 Credit Agreement among the Agents and Lenders named therein
and Dobson/ Sygnet Operating Company, dated as of
December 23, 1998. (4)[4.5]
10.1 Asset Purchase Agreement dated December 23, 1998 by and
between Sygnet Communications, Inc. and Dobson Tower
Company. (4)[10.1]
10.2 Master Site License Agreement dated December 23, 1998 by and
between Sygnet Communications, Inc. and Dobson Tower
Company. (4)[10.2]
10.3.1 Cellular One License Agreement effective December 1, 1996,
between Cellular One Group and Eric Cellular Telephone
Company. (4)[10.3]
10.3.2 Cellular One License Agreement, effective as of
December 17, 1996, between Cellular One Group and Sygnet
Communications, Inc. (PA-1). (4)[10.3.2]
10.3.3 Cellular One License Agreement, effective as of November 7,
1996, between Cellular One Group and Sygnet Communications,
Inc. (PA-6). (4)[10.3.3]
10.3.4 Cellular One License Agreement, effective as of January 30,
1997, between Cellular One Group and Sygnet Communications,
Inc. (PA-7). (4)[10.3.4]
10.3.5 Cellular One License Agreement, effective as of January 1,
1997, between Cellular One Group and Sygnet Communications,
Inc. (NY-3). (4)[10.3.5]
10.4 Intercarrier Services Agreement dated April 25, 1995 between
Youngstown Cellular Telephone Company and EDS Personal
Communications Corporation, with Amendment dated April 10,
1996. (3)[10.13]
10.4.1 Amendment No. 2 dated August 1, 1997 to Intercarrier
Services Agreement dated April 25, 1995 between Youngstown
Cellular Telephone Company and EDS Personal Communications
Corporation. (4)[10.4.1]
</TABLE>
57
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT METHOD OF
NUMBERS DESCRIPTION FILING
- ------- ------------------------------------------------------------ -----------------------------
<C> <S> <C>
10.5 Northern Telecom, Inc. DMS-MTX Cellular Supply Agreement
dated June 1, 1996 between Youngstown Cellular Telephone
Company and Northern Telecom, Inc. (3)[10.12]
10.5.1 Amendment No. 1 dated April 15, 1998 to Northern Telecom,
Inc. DMS-MTX Cellular Supply Agreement dated June 1, 1996
between Youngstown Cellular Telephone Company and Northern
Telecom, Inc. (4)[10.5.1]
21 Subsidiaries. (4)[21]
23 Consent of Ernst & Young LLP (Cleveland-Sygnet). (6)
27 Financial Data Schedule. (6)
</TABLE>
- ------------------------
(1) Filed as an exhibit to the Current Report on Form 8-K of Dobson
Communications Corporation (333-23769) filed on January 7, 1999, as the
exhibit number indicated in brackets and incorporated by reference herein.
(2) Filed as an exhibit to the Quarterly Report of Sygnet Wireless, Inc.
(333-10161) on Form 10-Q for the quarterly period ended June 30, 1998, as
the exhibit number indicated in brackets and incorporated by reference
herein.
(3) Filed as an exhibit to the Sygnet Wireless, Inc. Registration Statement on
Form S-1 (Registration No. 333-10161), as the exhibit number indicated in
brackets and incorporated by reference herein.
(4) Filed as an exhibit to Dobson/Sygnet Communications Company's Registration
Statement on Form S-4 (Registration No. 333-71051), as the exhibit number
indicated in brackets and incorporated by reference herein.
(5) Filed as an exhibit to Dobson Communications Corporation's Annual Report on
Form 10-K for the year ended December 31, 1998 as the exhibit number
indicated in brackets and incorporated by reference herein.
(6) Filed herewith.
58
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized this 27th day of March,
2000.
<TABLE>
<S> <C> <C>
DOBSON/SYGNET COMMUNICATIONS COMPANY
By /s/ EVERETT R. DOBSON
------------------------------------------
Everett R. Dobson
CHAIRMAN OF THE BOARD, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
</TABLE>
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<C> <S> <C>
Chairman of the Board,
/s/ EVERETT R. DOBSON President and Chief
------------------------------------------- Executive Officer (principal March 27, 2000
Everett R. Dobson executive officer)
/s/ BRUCE R. KNOOIHUIZEN Vice President and Chief
------------------------------------------- Financial Officer (principal March 27, 2000
Bruce R. Knooihuizen financial officer)
/s/ TRENT LEFORCE Corporate Controller
------------------------------------------- (principal accounting March 27, 2000
Trent LeForce officer)
/s/ STEPHEN T. DOBSON
------------------------------------------- Secretary/Treasurer, Director March 27, 2000
Stephen T. Dobson
/s/ RUSSELL L. DOBSON
------------------------------------------- Director March 27, 2000
Russell L. Dobson
/s/ JUSTIN L. JASCHKE
------------------------------------------- Director March 27, 2000
Justin L. Jaschke
/s/ ALBERT H. PHARIS, JR.
------------------------------------------- Director March 27, 2000
Albert H. Pharis, Jr.
/s/ DANA L. SCHMALTZ
------------------------------------------- Director March 27, 2000
Dana L. Schmaltz
</TABLE>
Supplemental Information to be Furnished With Reports Filed Pursuant to
Section 15(d) of the Act by Registrants Which Have Not Registered Securities
Pursuant to Section 12 of the Act.
We have not sent, and do not intend to send, an annual report to security
holders covering our last fiscal year, nor have we sent a proxy statement, form
of proxy or other proxy soliciting material to our security holders with respect
to any annual meeting of security holders.
59
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT METHOD OF
NUMBERS DESCRIPTION FILING
- ------- ------------------------------------------------------------ -----------------------------
<C> <S> <C>
2.1 Agreement and Plan of Merger dated July 28, 1998 between
Sygnet Wireless, Inc. and Dobson/Sygnet Operating Company
(formerly known as Front Nine Operating Company) (without
schedules). (1)[2.0]
2.2 Purchase Agreement dated July 8, 1998 by and between Sygnet
Communications, Inc. and Pinellas Communications. (2)[10.32]
2.3 Agreement for Purchase of Partnership Interest dated
September 15, 1995 by and between Sygnet Communications,
Inc. and Erie Cellular Systems, Inc. (formerly McCaw
Communications of Erie, Inc.). (3)[10.18]
3.1 Registrant's Amended Certificate of Incorporation. (4)[3.1]
3.2 Registrant's Amended Bylaws. (4)[3.2]
4.1 Indenture dated December 23, 1998 between Registrant, as
Issuer, and United States Trust Company of New York, as
Trustee. (1)[4.1]
4.2 Form of Note under Indenture (contained in Exhibit 4.1
hereto). (1)[4.1]
4.3 Pledge Agreement dated December 23, 1998 between Registrant,
as Pledgor, and NationsBanc Montgomery Securities LLC,
Lehman Brothers, Inc., First Union Capital Markets, a
division of Wheat First Securities, Inc. and TD Securities
(USA) Inc., as Initial Purchasers, and United States Trust
Company of New York, as Trustee. (4)[4.3]
4.4 Credit Agreement among the Agents and Lenders named therein
and Dobson/ Sygnet Operating Company, dated as of
December 23, 1998. (4)[4.5]
10.1 Asset Purchase Agreement dated December 23, 1998 by and
between Sygnet Communications, Inc. and Dobson Tower
Company. (4)[10.1]
10.2 Master Site License Agreement dated December 23, 1998 by and
between Sygnet Communications, Inc. and Dobson Tower
Company. (4)[10.2]
10.3.1 Cellular One License Agreement effective December 1, 1996,
between Cellular One Group and Eric Cellular Telephone
Company. (4)[10.3]
10.3.2 Cellular One License Agreement, effective as of
December 17, 1996, between Cellular One Group and Sygnet
Communications, Inc. (PA-1). (4)[10.3.2]
10.3.3 Cellular One License Agreement, effective as of November 7,
1996, between Cellular One Group and Sygnet Communications,
Inc. (PA-6). (4)[10.3.3]
10.3.4 Cellular One License Agreement, effective as of January 30,
1997, between Cellular One Group and Sygnet Communications,
Inc. (PA-7). (4)[10.3.4]
10.3.5 Cellular One License Agreement, effective as of January 1,
1997, between Cellular One Group and Sygnet Communications,
Inc. (NY-3). (4)[10.3.5]
10.4 Intercarrier Services Agreement dated April 25, 1995 between
Youngstown Cellular Telephone Company and EDS Personal
Communications Corporation, with Amendment dated April 10,
1996. (3)[10.13]
10.4.1 Amendment No. 2 dated August 1, 1997 to Intercarrier
Services Agreement dated April 25, 1995 between Youngstown
Cellular Telephone Company and EDS Personal Communications
Corporation. (4)[10.4.1]
</TABLE>
60
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT METHOD OF
NUMBERS DESCRIPTION FILING
- ------- ------------------------------------------------------------ -----------------------------
<C> <S> <C>
10.5 Northern Telecom, Inc. DMS-MTX Cellular Supply Agreement
dated June 1, 1996 between Youngstown Cellular Telephone
Company and Northern Telecom, Inc. (3)[10.12]
10.5.1 Amendment No. 1 dated April 15, 1998 to Northern Telecom,
Inc. DMS-MTX Cellular Supply Agreement dated June 1, 1996
between Youngstown Cellular Telephone Company and Northern
Telecom, Inc. (4)[10.5.1]
21 Subsidiaries. (4)[21]
23 Consent of Ernst & Young LLP (Cleveland-Sygnet). (6)
27 Financial Data Schedule. (6)
</TABLE>
- ------------------------
(1) Filed as an exhibit to the Current Report on Form 8-K of Dobson
Communications Corporation (333-23769) filed on January 7, 1999, as the
exhibit number indicated in brackets and incorporated by reference herein.
(2) Filed as an exhibit to the Quarterly Report of Sygnet Wireless, Inc.
(333-10161) on Form 10-Q for the quarterly period ended June 30, 1998, as
the exhibit number indicated in brackets and incorporated by reference
herein.
(3) Filed as an exhibit to the Sygnet Wireless, Inc. Registration Statement on
Form S-1 (Registration No. 333-10161), as the exhibit number indicated in
brackets and incorporated by reference herein.
(4) Filed as an exhibit to Dobson/Sygnet Communications Company's Registration
Statement on Form S-4 (Registration No. 333-71051), as the exhibit number
indicated in brackets and incorporated by reference herein.
(5) Filed as an exhibit to Dobson Communications Corporation's Annual Report on
Form 10-K for the year ended December 31, 1998 as the exhibit number
indicated in brackets and incorporated by reference herein.
(6) Filed herewith.
61
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the use of our report dated February 5, 1999, with respect
to the consolidated financial statements of Sygnet Wireless, Inc. included in
the Annual Report (Form 10-K File No. 333-71051) of Dobson/Sygnet
Communications Company.
Cleveland, Ohio
March 23, 2000
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 2,259,212
<SECURITIES> 0
<RECEIVABLES> 16,171,891
<ALLOWANCES> (500,063)
<INVENTORY> 3,825,595
<CURRENT-ASSETS> 45,159,640
<PP&E> 66,707,395
<DEPRECIATION> (9,318,194)
<TOTAL-ASSETS> 877,320,767
<CURRENT-LIABILITIES> 28,698,686
<BONDS> 586,875,000
0
0
<COMMON> 100
<OTHER-SE> 98,213,703
<TOTAL-LIABILITY-AND-EQUITY> 877,320,767
<SALES> 6,407,302
<TOTAL-REVENUES> 119,112,985
<CGS> 13,566,343
<TOTAL-COSTS> 131,676,614
<OTHER-EXPENSES> (4,178,410)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 65,360,804
<INCOME-PRETAX> (73,746,023)
<INCOME-TAX> 28,023,488
<INCOME-CONTINUING> (45,722,535)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (45,722,535)
<EPS-BASIC> (457,225)
<EPS-DILUTED> (457,225)
</TABLE>
