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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER: 1-15325
TRITON PCS HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 23-2974475
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
1100 Cassatt Road
Berwyn, Pennsylvania 19312
(Address and Zip Code of principal executive offices)
(610) 651-5900
(Registrant's telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Class A common stock, $.01 par value per share
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrants' 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 7, 2000, 53,700,442 shares of Registrant's Class A common stock were
outstanding, and the aggregate market value of shares held by non-affiliates was
approximately $2.28 billion.
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TRITON PCS HOLDINGS, INC
FORM 10-K
TABLE OF CONTENTS
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PART I
Item 1 Business....................................................... 4
Item 2 Properties.....................................................17
Item 3 Legal Proceedings..............................................17
Item 4 Submission of Matters to a Vote................................17
PART II
Item 5 Market for Registrant's Stock..................................18
Item 6 Selected Financial Data........................................18
Item 7 Management's Discussion and Analysis of Financial
Condition and Results of Operations..........................19
Item 7A Quantitative and Qualitative Disclosure
about Market Risk............................................25
Item 8 Financial Statements & Supplementary Data......................F-1
Report of PricewaterhouseCoopers LLP...........................F-2
Consolidated Balance Sheets....................................F-3
Consolidated Statements of Operations..........................F-4
Consolidated Statements of Shareholders' Equity (Deficit)......F-5
Consolidated Statements of Cash Flows..........................F-6
Notes to Consolidated Financial Statements.....................F-7
Item 9 Changes in and Disagreements with Accountants..................26
PART III
Item 10 Executive Officers and Directors...............................26
Item 11 Executive Compensation and Employment Agreements...............27
Item 12 Security Ownership.............................................30
Item 13 Certain Relationship...........................................32
PART IV
Item 14 Exhibits, Financial Statement Schedules, and Form 8-K..........38
Signatures
Exhibit Index
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements that involve substantial risks
and uncertainties. You can identify these statements by forward-looking words
such as ANTICIPATE, BELIEVE, COULD, ESTIMATE, EXPECT, INTEND, MAY, SHOULD, WILL
and WOULD or similar words. You should read statements that contain these words
carefully because they discuss our future expectations contain projections of
our future results of operations or of our financial position or state other
FORWARD-LOOKING information. We believe that it is important to communicate our
future expectations to our investors. However, there may be events in the future
that we are not able to accurately predict or control. The factors listed in the
RISK FACTORS section of our prospectus dated October 27, 1999, as well as any
cautionary language in this report, provide examples of risk, uncertainties and
events that may cause our actual results to differ materially from the
expectations we describe in our forward-looking statements. You should be aware
that the occurrence of the events described in the risk factors section of our
prospectus and in this report could have a material adverse effect on our
business, results of operations and financial position.
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ITEM 1. BUSINESS
INTRODUCTION
Our principal offices are located at 1100 Cassatt Road, Berwyn, Pennsylvania
19312, and our telephone number at that address is (610) 651-5900. Our World
Wide Web site address is http://www.tritonpcs.com. The information in our
website is not part of this report.
OVERVIEW
We are a rapidly growing provider of wireless personal communications services
in the southeastern United States. Our personal communications services licenses
cover approximately 13 million potential customers in a contiguous geographic
area encompassing portions of Virginia, North Carolina, South Carolina,
Tennessee, Georgia and Kentucky. In February 1998, we entered into a joint
venture with AT&T, our largest equity sponsor. As part of the agreement, AT&T
contributed personal communications services licenses for 20 MHz of authorized
frequencies covering 11 million potential customers within defined areas of our
region in exchange for an equity position in Triton. Since that time, we have
expanded our coverage area to include an additional 2 million potential
customers through acquisitions and license exchanges with AT&T. As part of the
transactions with AT&T, we were granted the right to be the exclusive provider
of wireless mobility services using equal emphasis co-branding with AT&T within
our region. We believe our markets are strategically attractive because of their
proximity to AT&T's wireless systems in the Washington, D.C., Charlotte, North
Carolina and Atlanta, Georgia markets, which collectively cover a population of
more than 27 million individuals. Our market location is attractive as we are
the preferred provider of wireless mobility services to AT&T's digital wireless
customers who roam into our markets. Our strategy is to provide extensive
coverage to customers within our region, to offer our customers coast-to-coast
coverage and to benefit from roaming revenues generated by AT&T's and other
carriers' wireless customers who roam into our covered area. Our management team
is led by Michael Kalogris and Steven Skinner, the former Chief Executive
Officer and Chief Operating Officer of Horizon Cellular Group, respectively.
Our network build-out is scheduled for three phases. In 1999, we completed Phase
I and most of Phase II of this build-out and successfully launched personal
communications services in 27 markets. We are now able to provide service to
over 11.4 million individuals, or 87% of our potential customers. Our network in
these 27 markets includes 1,014 cell sites and six switches. Since we began
offering services in these 27 markets, our subscriber base and the number of
minutes generated by non-Triton subscribers roaming onto our network have grown
dramatically. During 1999, our subscriber base grew from 33,844 subscribers to
195,204 subscribers, and roaming minutes generated by non-Triton subscribers
increased from approximately 0.7 million minutes per month to approximately 16.5
million minutes per month.
We expect to complete Phase II by the end of the first quarter of 2000, which
will cover six additional markets, 1.6 million potential customers and 226 new
cell sites. When Phase II is complete, we will be able to provide services to
98% of the potential customers in our licensed area.
Phase III of our network build-out will focus on covering major highways linking
the cities in our licensed area, as well as neighboring cities where AT&T and
other carriers use compatible wireless technology. We expect Phase III to be
completed by year-end 2001 and to add approximately 1,050 cell sites and two
switches to our network. Upon completion of Phase III, we will be able to
provide services to 13 million potential customers, and our network will include
approximately 2,300 cell sites and eight switches and span approximately 18,000
highway miles.
Our markets have attractive demographic characteristics for wireless
communications services, including population growth rates that are higher than
the national average and population densities that are 87% greater than the
national average.
Our goal is to provide our customers with simple, easy-to-use wireless services
with coast-to-coast service, superior call quality, personalized customer care
and competitive pricing. We utilize a mix of sales and distribution channels,
including a network of 60 company-owned retail stores, over 180 agents with 406
indirect outlets, including nationally recognized retailers such as Circuit
City, Office Depot, Staples and Best Buy, and 82 direct sales representatives
covering corporate accounts. We currently plan to add approximately 30
additional company-owned retail stores in 2000.
We believe that as a Member of the AT&T Wireless Network, we will attract
customers by capitalizing on AT&T's national brand and its extensive digital
wireless network. We have also entered into an agreement with two other Members
of the AT&T Wireless Network, TeleCorp PCS and Tritel PCS, to operate with those
affiliates under a common regional brand name, SunCom, throughout an area
covering approximately 43 million potential customers primarily in the
south-central and southeastern United States. We believe this arrangement will
allow us to establish a strong regional brand name within our markets.
STRATEGIC ALLIANCE WITH AT&T
One of our most important competitive advantages is our strategic alliance with
AT&T, the largest provider of wireless communications services in the United
States. As part of its strategy to rapidly expand its digital wireless coverage
in the United States, AT&T has focused on constructing its own network and
making strategic acquisitions in selected cities, as well as entering into
agreements with four independent wireless operators, including Triton, to
construct and operate personal communications services networks in other
markets.
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Our strategic alliance with AT&T provides us with many business, operational and
marketing advantages, including the following:
o RECOGNIZED BRAND NAME. We market our wireless services to our potential
customers giving equal emphasis to the SunCom and AT&T brand names and
logos.
o EXCLUSIVITY. We are AT&T's exclusive provider of facilities-based wireless
mobility communications services using equal emphasis co-branding with AT&T
in our covered markets, and, from time to time, we may participate with
AT&T in other programs.
o PREFERRED ROAMING PARTNER. We are the preferred carrier for AT&T's digital
wireless customers who roam into our coverage area.
o COVERAGE ACROSS THE NATION. With the use of advanced multi-mode handsets
which transition between personal communications services and cellular
frequencies, our customers have access to coast-to-coast coverage through
our agreements with AT&T, other Members of the AT&T Wireless Network and
with other third-party roaming partners.
o VOLUME DISCOUNTS. We receive preferred terms on certain products and
services, including handsets, infrastructure equipment and administrative
support from companies who provide these products and services to AT&T.
o MARKETING. We benefit from AT&T's nationwide marketing and advertising
campaigns, including the success of AT&T's national rate plans, in the
marketing of our own plans
COMPETITIVE STRENGTHS
In addition to the advantages provided by our strategic alliance with AT&T, we
have the following competitive strengths:
o ATTRACTIVE LICENSED AREA. Our markets have favorable demographic
characteristics for wireless communications services, such as population
growth that is higher than the national average and population densities
that are 87% greater than the national average.
o ADVANCED TECHNOLOGY. We are building our personal communications services
network using time division multiple access digital technology. This
technology is also used by AT&T, and, therefore, our network is compatible
with AT&T's network and other time division multiple access digital
technology networks. This technology allows wireless communications service
providers to offer enhanced features, higher network quality, improved
in-building penetration and greater network capacity relative to analog
cellular service. In addition, handsets operating on a digital system are
capable of sleep-mode while turned on but not in use, thus increasing
standby availability for incoming calls as users will be able to leave
these phones on for significantly longer periods than they can with
wireless phones using an earlier technology.
o EXPERIENCED MANAGEMENT. We have a management team with a high level of
experience in the wireless communications industry. Our senior management
team has an average of 11 years of experience with wireless leaders such as
AT&T, Bell Atlantic and Horizon Cellular. Our senior management team also
owns in excess of 10% of our Class A common stock.
o CONTIGUOUS SERVICE AREA. We believe our contiguous service area allows us
to cost effectively offer large regional calling areas to our customers.
Further, we believe that we generate operational cost savings, including
sales and marketing efficiencies, by operating in a contiguous service
area.
o STRONG CAPITAL BASE. Our business plan from inception through year-end 2001
will be fully funded with capital of approximately $1.5 billion, consisting
of $191.5 million of irrevocable equity contributions, $133.2 million of
AT&T capital contributions, up to $600.0 million of borrowings under our
senior credit facilities, approximately $291.0 million of net proceeds from
a senior subordinated notes offering completed in 1998, approximately $71.1
million of proceeds from the sale of communications towers and
approximately $190.2 million of net proceeds from the completion of the
initial public offering.
BUSINESS STRATEGY
Our objective is to become the leading provider of wireless communications
services in the markets we serve. We intend to achieve this objective by
pursuing the following business strategies:
o OPERATE A SUPERIOR, HIGH QUALITY NETWORK. We are committed to making the
capital investment required to develop and operate a superior, high quality
network. Our network, when complete, will include approximately 2,300 cell
sites and eight switches and span approximately 18,000 highway miles. We
believe this network will enable us to provide extensive coverage within
our region and consistent quality performance, resulting in a high level of
customer satisfaction.
o PROVIDE SUPERIOR COAST-TO-COAST AND IN-MARKET COVERAGE. Our market research
indicates that scope and quality of coverage are extremely important to
customers in their choice of a wireless service provider. We have designed
extensive local calling areas, and we offer coast-to-coast coverage through
our arrangements with AT&T, its affiliates and other third-party roaming
partners. Our network
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covers those areas where people are most likely to take advantage of
wireless coverage, such as suburbs, metropolitan areas and vacation
locations.
o PROVIDE ENHANCED VALUE AT LOW COST. We offer our customers advanced
services and features at competitive prices. Our affordable, simple pricing
plans are designed to promote the use of wireless services by enhancing the
value of our services to our customers. We include usage-enhancing features
such as call waiting, voice mail, three-way conference calling and short
message service in our basic packages. We market our services with a
simple, all-in-one focus: digital phone, pager and voice mail. We also
allow customers to purchase large packages of minutes per month for a low
fixed price. These minutes can generally be used throughout the southeast
region of the United States without paying additional roaming fees or long
distance charges.
o DELIVER QUALITY CUSTOMER SERVICE. We believe that superior customer service
is a critical element in attracting and retaining customers. Our systems
have been designed with open interfaces to other systems. This design
allows us to select and deploy the best software package for each
application in our administrative systems. Our point-of-sale activation
process is designed to ensure quick and easy service initiation, including
customer qualification. We also emphasize proactive and responsive customer
care, including rapid call-answer times, welcome packages and anniversary
calls. We currently operate state-of-the-art customer care facilities in
Richmond, Virginia and Charleston, South Carolina that house our customer
service and collections personnel.
LICENSE ACQUISITION TRANSACTIONS
Our original personal communications services licenses were acquired as part of
our joint venture agreement with AT&T.
On June 30, 1998, we acquired an existing cellular system serving Myrtle Beach
and the surrounding area from Vanguard Cellular Systems for a purchase price of
approximately $164.5 million. We integrated the Myrtle Beach system, which used
time division multiple access digital technology, into our personal
communications services network as part of our Phase I network deployment.
Substantially all of our revenues prior to 1999 were generated by services
provided in Myrtle Beach. We have used our position in Myrtle Beach to secure
roaming arrangements with other carriers that enable us to offer regional
calling plans on a cost-effective basis.
On December 31, 1998, we acquired from AT&T a personal communications services
license covering the Norfolk, Virginia basic trading area, as well as a recently
deployed network plant and infrastructure, for an aggregate purchase price of
$111.0 million. The integration and launch of our Norfolk personal
communications services were completed as part of our Phase I network build-out.
On June 8, 1999, we completed an exchange of personal communications services
licenses with AT&T. As part of this transaction, we transferred Hagerstown and
Cumberland, Maryland personal communications services licenses that cover
approximately 512,000 potential customers, with an estimated value of $5.1
million, for Savannah and Athens, Georgia personal communications services
licenses that cover approximately 517,000 potential customers, with an estimated
value of $15.5 million. We also issued to AT&T 53,882 shares of our Series A
preferred stock and 42,739 shares of our Series D preferred stock, with
estimated values of $5.8 million and $4.6 million, respectively, in connection
with the exchange. The build out of our Savannah and Athens license will be
included in the completion of Phase II of our network deployment plan.
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SUMMARY MARKET DATA
The following table presents statistical information concerning the markets
covered by our licenses.
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1998 ESTIMATED
POTENTIAL % GROWTH POPULATION LOCAL INTERSTATE
LICENSED AREAS(1) CUSTOMERS(2) 1997-2002 DENSITY(3) TRAFFIC DENSITY(4)
- ----------------- ------------ --------- ---------- ------------------
CHARLOTTE MAJOR TRADING AREA
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Anderson, SC........................... 339.0 1.49% 114 29,830
Asheville/Hendersonville, NC........... 575.0 1.17% 93 28,806
Charleston, SC......................... 612.0 -0.59% 118 36,887
Columbia, SC........................... 637.2 1.52% 158 31,678
Fayetteville/Lumberton, NC............. 625.0 0.74% 133 27,781
Florence, SC........................... 260.5 0.75% 113 24,924
Goldsboro/Kinston, NC.................. 236.6 1.03% 114 9,068
Greenville/Washington, NC.............. 237.8 0.40% 60 N/A
Greenville/Spartanburg, SC............. 885.9 1.58% 215 28,578
Greenwood, SC.......................... 73.6 1.26% 91 N/A
Hickory/Lenoir, NC..................... 325.2 1.12% 196 31,709
Jacksonville, NC....................... 146.7 0.78% 197 N/A
Myrtle Beach, SC....................... 179.6 2.97% 137 N/A
New Bern, NC........................... 171.7 1.31% 82 N/A
Orangeburg, SC......................... 119.7 0.27% 63 27,530
Roanoke Rapids, NC..................... 78.7 -0.20% 63 28,837
Rocky Mount/Wilson, NC................. 214.3 0.73% 150 26,101
Sumter, SC............................. 158.8 0.53% 92 19,303
Wilmington, NC......................... 311.6 2.25% 106 14,139
KNOXVILLE MAJOR TRADING AREA
Kingsport, TN.......................... 686.2 0.44% 116 23,560
Middlesboro/Harlan, KY................. 121.2 -0.50% 77 N/A
ATLANTA MAJOR TRADING AREA
Athens, GA............................. 191.7 1.54 % 136 37,150
Augusta, GA............................ 574.7 0.45% 88 24,425
Savannah, GA........................... 724.3 1.23% 78 24,362
WASHINGTON MAJOR TRADING AREA
Charlottesville, VA.................... 215.3 1.34% 73 15,981
Fredericksburg, VA..................... 136.3 2.27% 98 67,775
Harrisonburg, VA....................... 143.1 1.01% 57 29,618
Winchester, VA......................... 158.1 1.45% 116 25,166
RICHMOND MAJOR TRADING AREA
Danville, VA........................... 169.7 -0.14% 79 N/A
Lynchburg, VA.......................... 158.4 -0.06% 116 32,447
Martinsville, VA....................... 89.0 -0.29% 102 N/A
Norfolk-Virginia Beach, VA............ 1,763.4 0.53% 299 61,252
Richmond/Petersburg, VA................ 1,253.5 0.88% 131 36,233
Roanoke, VA............................ 639.6 0.39% 90 27,649
Staunton/Waynesboro, VA................ 109.4 1.05% 75 27,180
TRITON TOTAL/AVERAGE.............. 13,323 (5) 0.86% (6) 144 (7) 30,240 (8)
U.S. AVERAGE...................... N/A 0.82% 77 (9) 31,521
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1998 potential customers and estimated % Growth 1997 - 2002 figures are based on
1998 estimates published by Paul Kagan Associates, Inc. in 1999. Potential
Density and Local Interstate Traffic Density figures are based on 1997 estimates
published by Paul Kagan Associates, Inc. in 1998.
(1) Licensed major trading areas are segmented into basic trading areas.
(2) The estimated average annual population growth rate for 1997-2002 was
applied to estimates of 1999 potential customers to calculate the 1999
potential customers in each market.
(3) Number of potential customers per square mile.
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(4) Daily vehicle miles traveled (interstate only) divided by interstate
highway miles in the relevant area.
(5) Total potential customers in the licensed area.
(6) Weighted by potential customers. Projected average annual population
growth in our licensed area.
(7) Weighted by population equivalents. Average number of potential customers
per square mile in our licensed area.
(8) Weighted by interstate miles. Average daily vehicle miles traveled
(interstate only) divided by interstate highway miles in our licensed
area.
(9) Average number of potential customers per square mile for the U.S.
SALES AND DISTRIBUTION
Our sales strategy is to utilize multiple distribution channels to minimize
customer acquisition costs and maximize penetration within our licensed service
area. Our distribution channels include a network of company-owned retail
stores, independent retailers and a direct sales force for corporate accounts,
as well as direct marketing channels such as telesales, neighborhood sales and
online sales. We also work with AT&T's national corporate account sales force to
cooperatively exchange leads and develop new business.
o COMPANY-OWNED RETAIL STORES. We make extensive use of company-owned retail
stores for the distribution and sale of our handsets and services. We
believe that company-owned retail stores offer a considerable competitive
advantage by providing a strong local presence, which is required to
achieve high penetration in suburban and rural areas and the lowest
customer acquisition cost. We have opened 60 company-owned SunCom stores as
of December 31, 1999.
o RETAIL OUTLETS. We have negotiated distribution agreements with national
and regional mass merchandisers and consumer electronics retailers,
including Circuit City, Office Depot, Staples, Best Buy, Metro Call and
Zap's. We currently have over 180 agents with 406 retail outlet locations
where customers can purchase our services.
o DIRECT SALES. We focus our direct sales force on high-revenue, high-profit
corporate users. Our direct corporate sales force consists of 82 dedicated
professionals targeting wireless decision-makers within large corporations.
We also benefit from AT&T's national corporate accounts sales force, which
supports the marketing of our services to AT&T's large national accounts
located in certain of our service areas.
o DIRECT MARKETING. We use direct marketing efforts such as direct mail and
telemarketing to generate customer leads. Telesales allow us to maintain
low selling costs and to sell additional features or customized services.
o WEBSITE. Our web page provides current information about our markets our
product offerings and us. We have established an online store on our
website, www.suncom.com. The web page conveys our marketing message, and we
expect it will generate customers through online purchasing. We deliver all
information that a customer requires to make a purchasing decision at our
website. Customers are able to choose rate plans, features, handsets and
accessories. The online store will provide a secure environment for
transactions, and customers purchasing through the online store will
encounter a transaction experience similar to that of customers purchasing
service through other channels.
MARKETING STRATEGY
Our marketing strategy has been developed on the basis of extensive market
research in each of our markets. This research indicates that the limited
coverage of existing wireless systems, relatively high cost, and inconsistent
performance has reduced the attractiveness of wireless service to existing users
and potential new users. We believe that our affiliation with the AT&T brand
name and the distinctive advantages of our time division multiple access digital
technology, combined with simplified, attractive pricing plans, will allow us to
capture significant market share from existing analog cellular providers in our
markets and to attract new wireless users. We are focusing our marketing efforts
on three primary market segments:
o current cellular users;
o individuals with the intent to purchase a wireless product within six
months; and
o corporate accounts.
For each segment, we are creating a specific marketing program including a
service package, pricing plan and promotional strategy. We believe that targeted
service offerings will increase customer loyalty and satisfaction, thereby
reducing customer turnover.
The following are key components of our marketing strategy:
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o REGIONAL CO-BRANDING. We have entered into agreements with TeleCorp PCS and
Tritel PCS, two other companies affiliated with AT&T, to adopt a common
regional brand, SunCom. We market our wireless services as SunCom, Member
of the AT&T Wireless Network and use the globally recognized AT&T brand
name and logo in equal emphasis with the SunCom brand name and logo. We
believe that use of the AT&T brand reinforces an association with
reliability and quality. We and the other SunCom companies are establishing
the SunCom brand as a strong local presence with a service area covering
approximately 43 million potential customers. We enjoy preferred pricing on
equipment, handset packaging and distribution by virtue of our affiliation
with AT&T and the other SunCom companies.
o PRICING. Our pricing plans are competitive and straightforward, offering
large packages of minutes, large regional calling areas and usage enhancing
features. One way we differentiate ourselves from existing wireless
competitors is through our pricing policies. We offer pricing plans
designed to encourage customers to enter into long term service contract
plans.
We offer our customers regional, network only and national rate plans. Our rate
plans allow customers to make and receive calls anywhere within the southeast
region and the District of Columbia without paying additional roaming or long
distance charges. By contrast, competing flat rate plans generally restrict flat
rate usage to such competitors' owned networks. By virtue of our roaming
arrangements with AT&T, its affiliates and other third-party roaming partners,
we believe we can offer competitive regional, network only and national rate
plans. Our sizable licensed area allows us to offer large regional calling areas
at rates as low as $.08 per minute throughout the Southeast.
CUSTOMER CARE. We are committed to building strong customer relationships by
providing our customers with service that exceeds expectations. We currently
operate state-of-the-art customer care facilities in Richmond, Virginia and
Charleston, South Carolina that house our customer service and collections
personnel. We supplement these facilities with customer care services provided
by Convergys Corporation in Clarksville, Tennessee. Through the support of
approximately 225 customer care representatives and a sophisticated customer
care platform provided by Integrated Customer Systems, we have been able to
implement one ring customer care service using live operators and
state-of-the-art call routing, so that over 90% of incoming calls to our
customer care centers are answered on the first ring.
FUTURE PRODUCT OFFERINGS. We may bundle our wireless communications services
with other communications services through strategic alliances and resale
agreements with AT&T and others. We also may offer service options in
partnership with local business and affinity marketing groups. Examples of these
arrangements include offering wireless services with utility services, banking
services, cable television, Internet access or alarm monitoring services in
conjunction with local information services. Such offerings provide the customer
access to information, such as account status, weather and traffic reports,
stock quotes, sports scores and text messages from any location.
ADVERTISING. We believe our most successful marketing strategy is to establish a
strong local presence in each of our markets. We are directing our media and
promotional efforts at the community level with advertisements in local
publications and sponsorship of local and regional events. We combine our local
efforts with mass marketing strategies and tactics to build the SunCom and AT&T
brands locally. Our media effort includes television, radio, newspaper,
magazine, outdoor and Internet advertisements to promote our brand name. In
addition, we use newspaper and radio advertising and our web page to promote
specific product offerings and direct marketing programs for targeted audiences.
SERVICES AND FEATURES
We provide affordable, reliable, high-quality mobile telecommunications service.
Our advanced digital personal communications services network allows us to offer
customers the most advanced wireless features that are designed to provide
greater call management and increase usage for both incoming and outgoing calls.
o FEATURE-RICH HANDSETS. As part of our service offering, we sell our
customers the most advanced, easy-to-use, interactive, menu-driven handsets
that can be activated over the air. These handsets have many advanced
features, including word prompts and easy-to-use menus, one-touch dialing,
multiple ring settings, call logs and hands-free adaptability. These
handsets also allow us to offer the most advanced digital services, such as
voice mail, call waiting, call forwarding, three-way conference calling,
e-mail messaging and paging.
o MULTI-MODE HANDSETS. We exclusively offer multi-mode handsets, which are
compatible with personal communication services, digital cellular and
analog cellular frequencies and service modes. These multi-mode handsets
allow us to offer customers coast-to-coast nationwide roaming across a
variety of wireless networks. These handsets incorporate a roaming
database, which can be updated over the air that controls roaming
preferences from both a quality and cost perspective.
NETWORK BUILD-OUT
The principal objective for the build-out of our network is to maximize
population coverage levels within targeted demographic segments and geographic
areas, rather than building out wide-area cellular-like networks. We have
successfully launched service in 27 cities, 1,014 cell sites and six switches.
We expect to complete Phase II by the end of the first quarter 2000, which will
add six new cities, cover approximately 4,400 highway miles, and add 226 of cell
sites. The Phase III network design will complete our initial network build-out
plan. We expect Phase III to add four cities, approximately 13,000 highway
miles, approximately 1,050 cell sites and two switches to our network by
year-end 2001.
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The build-out of our network involves the following:
o PROPERTY ACQUISITION, CONSTRUCTION AND INSTALLATION. Two experienced
vendors, Crown Castle International Corp. and American Tower, identify and
obtain the property rights we require to build out our network, which
includes securing all zoning, permitting and government approvals and
licenses. As of December 31, 1999, we had signed leases or options for
1,032 sites, 9 of which were awaiting required zoning approvals. Crown
Castle and American Tower also act as our construction management
contractors and employ local construction firms to build the cell sites.
o INTERCONNECTION. Our digital wireless network connects to local exchange
carriers. We have negotiated and received state approval of interconnection
agreements with telephone companies operating or providing service in the
areas where we are currently operating our digital personal communications
services network. We use AT&T as our inter-exchange or long-distance
carrier.
o ROAMING. In areas where time division multiple access-based personal
communications services are not available, we offer a roaming option on the
traditional analog cellular and digital cellular systems via multi-mode
handsets capable of transmitting over either cellular or personal
communications services frequencies. Under the terms of our agreements with
AT&T, our customers who own multi-mode handsets are able to roam on AT&T's
network, and we benefit from roaming agreements with AT&T, other Members of
the AT&T Wireless Network and third-party operators of wireless systems.
NETWORK OPERATIONS
The effective operation of our network requires public switched interconnection
and backhaul agreements with other communications providers, long distance
interconnection, the implementation of roaming arrangements, the development of
network monitoring systems and the implementation of information technology
systems.
SWITCHED INTERCONNECTION/BACKHAUL. Our network is connected to the public
switched telephone network to facilitate the origination and termination of
traffic between our network and both the local exchange and long distance
carriers. We have signed agreements with numerous carriers.
LONG DISTANCE. We have executed a wholesale long distance agreement with AT&T
providing for preferred rates for long distance services.
ROAMING. Through our arrangements with AT&T and via the use of multi-mode
handsets, our customers have roaming capabilities on AT&T's wireless network.
Further, we have established roaming agreements with third-party carriers at
preferred pricing, including in-region roaming agreements covering all of our
launched service areas.
NETWORK MONITORING SYSTEMS. Our network monitoring systems provide
around-the-clock monitoring and maintenance of our entire network. Our network
monitoring center is equipped with sophisticated systems that constantly monitor
the status of all base stations and switches and record network traffic. The
network monitoring systems provide continuous monitoring of system quality for
blocked or dropped calls, call clarity and evidence of tampering, cloning or
fraud. We designed our network monitoring center to oversee the interface
between customer usage, data collected at switch facilities and our billing
systems. We manage usage reports, feature activation and related billing times
on a timely and accurate basis. Our network-monitoring center is located in the
Richmond, Virginia switching center, and we also have back-up network monitoring
center capabilities in our Greenville, South Carolina switching center. We
utilize Ericsson's network operations center in Richardson, Texas for off-hour
network monitoring and dispatch, thereby providing constant network monitoring
and support. In addition, we have contracted with Wireless Facilities, Inc. to
provide network monitoring and dispatching 24 hours a day, seven days a week, to
begin in the second quarter of 2000.
INFORMATION TECHNOLOGY. We operate management information systems to handle
customer care, billing, network management and financial and administrative
services. These systems focus on three primary areas:
o network management, including service activation, pre-pay systems, traffic
and usage monitoring, trouble management and operational support systems;
o customer care, including billing systems and customer service and support
systems; and
o business systems, including financial, purchasing, human resources and
other administrative systems.
We have incorporated sophisticated network management and operations support
systems to facilitate network fault detection, correction and management,
performance and usage monitoring and security. We employ system capabilities
developed to allow over-the-air activation of handsets and to implement fraud
protection measures. We maintain stringent controls for both voluntary and
involuntary deactivations. We try to minimize subscriber disconnections by
preactivation screening to identify any prior fraudulent or bad debt activity;
credit review; and call pattern profiling to identify needed activation and
termination policy adjustments. These systems have been designed with open
interfaces. This design allows us to select and deploy the best software package
for each application included in our administrative system. We are developing a
state-of-the-art database and reporting system, which will also allow us to
cross-link billing, marketing and customer care systems to collect customer
profile and usage information. We believe this information provides us with the
tools necessary to increase
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revenue through channel and product profitability analysis and to reduce
customer acquisition costs through implementation of more effective marketing
strategies.
TIME DIVISION MULTIPLE ACCESS DIGITAL TECHNOLOGY
We are building our network using time division multiple access digital
technology on the IS-136 platform. This technology allows for the use of
advanced multi-mode handsets, which allow roaming across personal communications
services and cellular frequencies, including both analog and digital cellular.
This technology allows for enhanced services and features over other
technologies, such as short-messaging, extended battery life, added call
security and improved voice quality, and its hierarchical cell structure enables
us to enhance network coverage with lower incremental investment through the
deployment of micro, as opposed to full-size, cell sites. This will enable us to
offer customized billing options and to track billing information per individual
cell site, which is practical for advanced wireless applications such as
wireless local loop and wireless office applications. Management believes that
time division multiple access digital technology provides significant operating
and customer benefits relative to analog systems. In addition, management
believes that time division multiple access digital technology provides customer
benefits, including available features and roaming capabilities, and call
quality that is similar to or superior to that of other wireless technologies.
Time division multiple access technology allows three times the capacity of
analog systems. Some manufacturers, however, believe that code division multiple
access technology will eventually provide system capacity that is greater than
that of time division multiple access technology and global systems for mobile
communications. Time division multiple access digital technology is the digital
technology choice of two of the largest wireless communications companies in the
United States, AT&T and SBC Communications. This technology served an estimated
19 million subscribers worldwide and nine million subscribers in North America
as of December 31, 1998, according to the Universal Wireless Communications
Consortium, an association of time division multiple access service providers
and manufacturers. We believe that the increased volume of time division
multiple access users has increased the probability that this technology will
remain an industry standard. Time division multiple access equipment is
available from leading telecommunication vendors such as Lucent, Ericsson and
Northern Telecom, Inc.
REGULATION
The FCC regulates aspects of the licensing, construction, operation, acquisition
and sale of personal communications services and cellular systems in the United
States pursuant to the Communications Act, as amended from time to time, and the
associated rules, regulations and policies it promulgates.
LICENSING OF CELLULAR AND PERSONAL COMMUNICATIONS SERVICES SYSTEMS. A broadband
personal communications services system operates under a protected geographic
service area license granted by the FCC for a particular market on one of six
frequency blocks allocated for broadband personal communications services.
Broadband personal communications services systems generally are used for
two-way voice applications. Narrowband personal communications services, in
contrast, are used for non-voice applications such as paging and data service
and are separately licensed. The FCC has segmented the United States into
personal communications services markets, resulting in 51 large regions called
major trading areas, which are comprised of 493 smaller regions called basic
trading areas. The FCC awarded two broadband personal communications services
licenses for each major trading area and four licenses for each basic trading
area. Thus, generally, six licensees will be authorized to compete in each area.
The two major trading area licenses authorize the use of 30 MHz of spectrum. One
of the basic trading area licenses is for 30 MHz of spectrum, and the other
three are for 10 MHz each. The FCC permits licensees to split their licenses and
assign a portion, on either a geographic or frequency basis or both, to a third
party. In this fashion, AT&T assigned us 20 MHz of its 30 MHz licenses covering
our licensed areas. Two cellular licenses are also available in each market.
Cellular markets are defined as either metropolitan or rural service areas.
Generally, the FCC awarded initial personal communications services licenses by
auction. Initial personal communications services auctions began with the 30 MHz
major trading area licenses and concluded in 1998 with the last of the basic
trading area licenses. However, in March 1998, the FCC adopted an order that
allowed financially troubled entities that won personal communications services
30 MHz C-Block licenses at auction to obtain some financial relief from their
payment obligations by returning some or all of their C-Block licenses to the
FCC for reauctioning. The FCC completed the reauction of the returned licenses
in April 1999, and some licenses were not sold. In January 2000, the FCC
announced that certain personal communications services licenses previously held
by licensees that had declared bankruptcy had cancelled and were available for
reauction. The FCC announced that the unsold and reclaimed personal
communications services licenses will be reauctioned in July 2000. These
auctions place additional spectrum in the hands of our potential competitors. A
petition for rulemaking and a petition for waiver concerning the eligibility
rules for the July, 2000 auction, as well as a petition for reconsideration of
the decision to auction many of the reclaimed licenses, are pending at the FCC.
Under the FCC's current rules specifying spectrum aggregation limits affecting
broadband personal communications services and cellular licensees, no entity may
hold ATTRIBUTABLE interests, generally 20% or more of the equity of, or an
officer or director position with, the licensee, in licenses for more than 45
MHz of personal communications services, cellular and certain specialized mobile
radio services where there is significant overlap, except in rural areas. In
rural areas, up to 55 MHz of spectrum may be held. Passive investors may hold up
to a 40% interest. Significant overlap will occur when at least 10% of the
population of the personal communications services licensed service area is
within the cellular and/or specialized mobile radio service area(s). In a
September 15, 1999 FCC order revising the spectrum cap rules, the FCC noted that
new broadband wireless services, such as third generation wireless, may be
included in the cap when spectrum is allocated for those services.
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The FCC also may license other spectrum that may be used to provide services
that compete with our services. Most recently, the FCC announced that it will
auction licenses for fixed, mobile and broadcasting services in the 747-762 and
777-792 MHz bands in May 2000. Services offered over this spectrum will not
included in the FCC's spectrum cap aggregation limitations.
All personal communications services licenses have a 10-year term, at the end of
which they must be renewed. The FCC will award a renewal expectancy to a
personal communications services licensee that has:
o provided substantial service during its past license term; and
o has substantially complied with applicable FCC rules and policies and the
Communications Act.
Cellular radio licenses also generally expire after a 10-year term in the
particular market and are renewable for periods of 10 years upon application to
the FCC. Licenses may be revoked for cause and license renewal applications
denied if the FCC determines that a renewal would not serve the public interest.
FCC rules provide that competing renewal applications for cellular licenses will
be considered in comparative hearings, and establish the qualifications for
competing applications and the standards to be applied in hearings. Under
current policies, the FCC will grant incumbent cellular licenses the same
renewal expectancy granted to personal communications services licensees.
All personal communications services licensees must satisfy certain coverage
requirements. In our case, we must construct facilities that offer radio signal
coverage to one-third of the population of our service area within five years of
the original license grants to AT&T and to two-thirds of the population within
ten years. Licensees that fail to meet the coverage requirements may be subject
to forfeiture of their license. We anticipate the last phase of our network
build-out to be completed by year-end 2001. Our cellular license, which covers
the Myrtle Beach area, is not subject to coverage requirements.
For a period of up to five years, subject to extension, after the grant of a
personal communications services license, a licensee will be required to share
spectrum with existing licensees that operate certain fixed microwave systems
within its license area. To secure a sufficient amount of unencumbered spectrum
to operate our personal communications services systems efficiently and with
adequate population coverage, we have relocated two of these incumbent licensees
and will need to relocate two more licensees. In an effort to balance the
competing interests of existing microwave users and newly authorized personal
communications services licensees, the FCC has adopted:
o a transition plan to relocate such microwave operators to other spectrum
blocks; and
o a cost sharing plan so that if the relocation of an incumbent benefits more
than one personal communications services licensee, those licensees will
share the cost of the relocation.
Initially, this transition plan allowed most microwave users to operate in the
personal communications services spectrum for a two-year voluntary negotiation
period and an additional one-year mandatory negotiation period. For public
safety entities that dedicate a majority of their system communications to
police, fire or emergency medical services operations, the voluntary negotiation
period is three years, with an additional two-year mandatory negotiation period.
In 1998, the FCC shortened the voluntary negotiation period by one year, without
lengthening the mandatory negotiation period for non-public safety personal
communications services licensees in the C, D, E and F Blocks. Parties unable to
reach agreement within these time periods may refer the matter to the FCC for
resolution, but the incumbent microwave user is permitted to continue its
operations until final FCC resolution of the matter. The transition and cost
sharing plans expire on April 4, 2005, at which time remaining microwave
incumbents in the personal communications services spectrum will be responsible
for the costs of relocating to alternate spectrum locations. Our cellular
license is not encumbered by existing microwave licenses.
Personal communications services and cellular systems are subject to certain FAA
regulations governing the location, lighting and construction of transmitter
towers and antennas and may be subject to regulation under Federal environmental
laws and the FCC's environmental regulations. State or local zoning and land use
regulations also apply to our activities. We expect to use common carrier point
to point microwave facilities to connect the transmitter, receiver, and
signaling equipment for each personal communications services or cellular cell,
the cell sites, and to link them to the main switching office. The FCC licenses
these facilities separately and they are subject to regulation as to technical
parameters and service.
The Communications Act preempts state and local regulation of the entry of, or
the rates charged by, any provider of private mobile radio service or of
commercial mobile radio service, which includes personal communications services
and cellular service. The FCC does not regulate commercial mobile radio service
or private mobile radio service rates. The Communications Act permits states to
regulate the "other terms and conditions of CMRS." The FCC has not clearly
defined what is meant by the "other terms and conditions" of CMRS, however, and
has upheld the legality of state universal service requirements on CMRS
carriers. The United States Court of Appeals for the 5th and District of
Columbia Circuits have affirmed the FCC's determination.
TRANSFERS AND ASSIGNMENTS OF CELLULAR AND PERSONAL COMMUNICATIONS SERVICES
LICENSES. The Communications Act and FCC rules require the FCC's prior approval
of the assignment or transfer of control of a license for a personal
communications services or cellular system. In addition, the FCC has established
transfer disclosure requirements that require licensees who assign or transfer
control of a personal communications services license within the first three
years of their license terms to file associated sale contracts, option
agreements, management agreements or other documents disclosing the total
consideration that the licensee would receive in return for the transfer or
assignment of its license. Non-controlling interests in an entity that holds a
FCC license generally may be bought or sold without FCC
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approval, subject to the FCC's spectrum aggregation limits. However, we may
require approval of the Federal Trade Commission and the Department of Justice,
as well as state or local regulatory authorities having competent jurisdiction,
if we sell or acquire personal communications services or cellular interests
over a certain size.
FOREIGN OWNERSHIP. Under existing law, no more than 20% of an FCC licensee's
capital stock may be owned, directly or indirectly, or voted by non-U.S.
citizens or their representatives, by a foreign government or its
representatives or by a foreign corporation. If a FCC licensee is controlled by
another entity, as is the case with our ownership structure, up to 25% of that
entity's capital stock may be owned or voted by non-US citizens or their
representatives, by a foreign government or its representatives or by a foreign
corporation. Foreign ownership above the 25% level may be allowed should the FCC
find such higher levels not inconsistent with the public interest. The FCC has
ruled that higher levels of foreign ownership, even up to 100%, are
presumptively consistent with the public interest with respect to investors from
certain nations. If our foreign ownership were to exceed the permitted level,
the FCC could revoke our FCC licenses, although we could seek a declaratory
ruling from the FCC allowing the foreign ownership or take other actions to
reduce our foreign ownership percentage in order to avoid the loss of our
licenses. We have no knowledge of any present foreign ownership in violation of
these restrictions.
RECENT INDUSTRY DEVELOPMENTS. The FCC has announced rules for making emergency
911 services available by cellular, personal communications services and other
commercial mobile radio service providers, including enhanced 911 services that
provide the caller's telephone number, location and other useful information.
Commercial mobile radio service providers currently are required to be able to
process and transmit 911 calls without call validation, including those from
callers with speech or hearing disabilities and relay a caller's automatic
number identification and cell site. By 2001, commercial mobile radio service
providers must be able to identify the location of a 911 caller within 125
meters in 67% of all cases.
On September 15, 1999, the FCC adopted an order modifying the deadlines for
identifying caller locations. Wireless carriers may now implement the
identification requirement through either network based or handset-based
technologies. Carriers that use handset-based technologies must:
o begin selling compliant handsets by March 1, 2001;
o ensure that 50% of all newly activated handsets are compliant by October 1,
2001 and that at least 95% of all newly activated digital handsets are
compliant by October 1, 2002;
o comply with additional requirements relating to passing location
information upon the request of 911 operators; and
o make reasonable efforts to achieve 100% penetration of compliant handsets
by no later than December 31, 2004.
Carriers that use network-based technologies must provide location information
for 50% of callers within six months and 100% of callers within 18 months of a
request from a 911 operator. The FCC will require network-based solutions to be
accurate for 67% of calls to within 100 meters and for 95% of calls to within
300 meters and handset-based solutions to be accurate for 67% of calls to within
50 meters and for 95% of calls to within 150 meters.
On October 12, 1999, Congress adopted legislation that would establish national
rules governing emergency services, which was signed into law on October 26,
1999. The legislation:
o makes 911 the national emergency number for wireline and wireless phones;
o extends limited liability protection to wireless users, wireless providers
and public safety officials;
o allows carriers to use a customer's network information for emergency
purposes; and
o allows carriers to disclose the customer's network information, including
location information, to family members and guardians in emergency
situations.
On November 18, 1999, the FCC eliminated carrier cost recovery as a precondition
to enhanced 911 deployment. The FCC's new cost-recovery rules require wireless
carriers to implement enhanced 911 services without any specific mechanism to
recoup their costs.
Pending the development of adequate technology, the FCC has granted waivers of
the requirement to provide 911 service to users with speech or hearing
disabilities to various providers, and we have obtained a waiver. On June 9,
1999, the FCC also adopted rules designed to ensure that analog cellular calls
to 911 are completed. These rules, which do not apply to digital cellular
service or to personal communications services, give each cellular provider a
choice of three ways to meet this requirement. State actions incompatible with
the FCC rules are subject to preemption.
In 1996, Congress passed legislation designed to open local telecommunications
markets to competition. On August 8, 1996, the FCC released its order
implementing cost-based carrier interconnection provisions of the
Telecommunications Act. Although many of the provisions of this order were
struck down by the United States Court of Appeals for the Eighth Circuit, the
United States Supreme Court
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reversed the Eighth Circuit and upheld the FCC in all respects material to our
operations. While appeals have been pending, the rationale of the FCC's order
has been adopted by many states' public utility commissions, with the result
that the charges that cellular and personal communications services operators
pay to interconnect their traffic to the public switched telephone network have
declined significantly from pre-1996 levels.
In its implementation of the Telecommunications Act, the FCC established federal
universal service requirements that affect commercial mobile radio service
operators. Under the FCC's rules, commercial mobile radio service providers are
potentially eligible to receive universal service subsidies for the first time;
however, they are also required to contribute to both federal and state
universal service funds. Many states are also moving forward to develop state
universal service fund programs. A number of these state funds require
contributions, varying greatly from state to state, from commercial mobile radio
service providers. On July 30, 1999, the United States Court of Appeals for the
Fifth Circuit affirmed most of the aspects of the FCC's universal service
programs that are relevant to Triton. On October 8, 1999, the FCC implemented
the Fifth Circuit's Order by revising its universal service rules to, among
other changes, remove intrastate revenues from the universal service mandatory
contribution base.
On August 1, 1996, the FCC released a report and order expanding the flexibility
of cellular, personal communications services and other commercial mobile radio
service providers to provide fixed as well as mobile services. Such fixed
services include, but need not be limited to, wireless local loop services, for
example, to apartment and office buildings, and wireless backup to private
branch exchange or switchboards and local area networks, to be used in the event
of interruptions due to weather or other emergencies. The FCC has not yet
decided whether such fixed services should be subjected to universal service
obligations, or how they should be regulated, but it has proposed a presumption
that they be regulated as commercial mobile radio service services.
The FCC has adopted rules on telephone number portability that will enable
customers to migrate their landline and cellular telephone numbers to cellular
or personal communications services providers and from a cellular or personal
communications services provider to another service provider. On February 8,
1999, the FCC extended the deadline for compliance with this requirement to
November 24, 2002, subject to any later determination that an earlier
implementation of number portability is necessary to conserve telephone numbers.
The FCC has also adopted rules requiring providers of wireless services that are
interconnected to the public switched telephone network to provide functions to
facilitate electronic surveillance by law enforcement officials. On August 29,
1999, the FCC adopted an order requiring wireless providers to provide
information that identifies the cell sites at the origin and destination of a
mobile call to law enforcement personnel in response to a lawful court order or
other legal requirement. Providers may petition the FCC for a waiver of these
law enforcement obligations if they can demonstrate under a multi-factor test
that these requirements are not reasonably achievable. Wireless carriers have
been given until September 30, 2001 to implement fully the law enforcement
assistance obligations.
In addition, state commissions have become increasingly aggressive in their
efforts to conserve numbering resources. These efforts may impact wireless
service providers disproportionately by imposing additional costs or limiting
access to numbering resources. Examples of state conservation methods include:
o number pooling;
o number rationing; and
o transparent overlays.
Number pooling is especially problematic for wireless providers because it is
dependent on number portability technology. In addition, the FCC has rejected
transparent overlays, although that decision is subject to petitions for
reconsideration before the FCC. On March 17 2000, the FCC adopted rules to
promote more efficient allocation and use of numbering resource. This order has
not been released. According to the FCC's press release, the FCC adopted a
requirement that carriers share blocks of telephone numbers, which are assigned
in-groups of 10,000 and reclamation requirements to ensure that carriers return
their unused numbers to the North American Numbering Plan Administrator.
Commercial mobile radio service providers are not required to implement the
number-sharing requirement until November 2002. When they are required to
implement local number portability, the FCC also adopted a further notice of
proposed rulemaking to examine whether the November 2002 local portability
deadline should be extended.
On October 21, 1999, the FCC released an order holding that neither interim or
long-term number portability obviates the need for 10-digit dialing in an area
code overlay. The FCC also eliminated the requirement that new entrants must
guaranteed to receive a block of numbers from the existing area code where an
overlay is being implemented.
In the latter half of 1999, the FCC granted interim number conservation
authority to several state commissions, including Ohio, Wisconsin, Texas, New
Hampshire, Connecticut, California, Florida, Maine, Massachusetts and New York.
The FCC granted these states interim authority to establish requested number
assignment and utilization requirements until the FCC promulgates a decision in
its numbering optimization proceeding.
The FCC has determined that the interstate, interexchange offerings, commonly
referred to as LONG DISTANCE, of commercial mobile radio service providers are
subject to the interstate, interexchange rate averaging and integration
provisions of the Communications Act. Rate averaging requires us to average our
interstate long distance commercial mobile radio service rates between high cost
and urban areas. The FCC has delayed implementation of the rate integration
requirements with respect to WIDE AREA rate plans we offer pending further
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reconsideration of its rules. The FCC also delayed the requirement that there be
commercial mobile radio service long distance rate integration among commercial
mobile radio service affiliates. On December 31, 1998, the FCC reaffirmed, on
reconsideration, that its interexchange rate integration rules apply to
interexchange commercial mobile radio service services. The FCC initiated a
further proceeding to determine how integration requirements apply to typical
commercial mobile radio service offerings, including single-rate plans. Until
this further proceeding is concluded, the FCC will enforce long distance rate
integration on our services only where we separately state a long distance toll
charge and bill to our customers. To the extent that we offer services subject
to the FCC's rate integration and averaging requirements, these requirements
generally reduce our pricing flexibility. We cannot assure you that the FCC will
decline to impose rate integration or averaging requirements on us or decline to
require us to integrate our commercial mobile radio service long distance rates
across our commercial mobile radio service affiliates.
The FCC recently adopted new rules limiting the use of customer proprietary
network information by telecommunications carriers, including Triton, in
marketing a broad range of telecommunications and other services to their
customers and the customers of affiliated companies. The new rules give wireless
carriers broader discretion to use customer proprietary network information,
without customer approval, to market all information services used in the
provision of wireless services. The FCC also allowed all telephone companies to
use customer proprietary network information to solicit lost customers. While
all customers must establish a customer's approval prior to using customer
proprietary network information for purposes not explicitly permitted by the
rules, the specific details of gathering and storing this approval are now left
to the carriers. The FCC's order was issued following a decision by the U.S.
Court of Appeals for the 10th Circuit, which overturned the FCC's rules, but not
the underlying statute, on First Amendment grounds.
The FCC appealed the court's order to the full 10th Circuit. On November 30,
1999, the 10th Circuit denied the FCC's rehearing request. Because the 10th
Circuit did not invalidate the customer proprietary network information
provision in the Communications Act, carriers are still obligated under the
Communications Act not to misuse customer proprietary network information.
The FCC has adopted rules governing customer billing by commercial mobile radio
services providers. The FCC adopted detailed billing rules for landline
telecommunications service providers and extended some of those rules to
commercial mobile radio services providers. Commercial mobile radio service
providers must comply with two fundamental rules: (i) clearly identify the name
of the service provider for each charge; and (ii) display a toll-free inquiry
number for customers. In December 1999, the FCC granted waivers of these rules,
so that their effect is suspended until April 1, 2000.
The FCC has adopted an order that determines the obligations of
telecommunications carriers to make their services accessible to individuals
with disabilities. The order requires telecommunications services providers,
including Triton, to offer equipment and services that are accessible to and
useable by persons with disabilities, if that equipment can be made available
without much difficulty or expense. The rules require us to develop a process to
evaluate the accessibility, usability and compatibility of covered services and
equipment. While we expect our vendors to develop equipment compatible with the
rules, we cannot assure you that we will not be required to make material
changes to our network, product line, or services.
In June 1999, the FCC initiated an administrative rulemaking proceeding to help
facilitate the offering of CALLING PARTY PAYS as an optional wireless service.
Under the calling party pays service, the party placing the call to a wireless
customer pays the wireless airtime charges. Most wireless customers in the U.S.
now pay both to place calls and to receive them. Adoption of rules that permit
calling party pays to be offered on a widespread basis by all commercial mobile
radio service providers could make commercial mobile radio service providers
more competitive with traditional landline telecommunications providers for the
provision of regular telephone service.
STATE REGULATION AND LOCAL APPROVALS
The states in which we operate do not regulate wireless service at this time. In
the 1993 Budget Act, Congress gave the FCC the authority to preempt states from
regulating rates or entry into commercial mobile radio service, including
cellular and personal communications services. The FCC, to date, has denied all
state petitions to regulate the rates charged by commercial mobile radio service
providers. States may, however, regulate the other terms and conditions of
commercial mobile radio service. The siting of cells also remains subject to
state and local jurisdiction, although the FCC is considering issues relating to
siting in a pending rulemaking. States also may require wireless service
providers to charge and collect from their customers fees such as the fee to
defray the costs of state emergency 911 services programs.
There are several state and local legislative initiatives that are underway to
ban the use of wireless phones in motor vehicles. New York State's motor vehicle
commissioner is calling for a study to determine if it is necessary to ban the
use of wireless phones while driving. San Francisco and Chicago are considering
such action and a suburb near Cleveland, Ohio has enacted a law that requires
drivers to keep both hands on the steering wheel while the vehicle is moving.
Should this become a nationwide initiative, commercial mobile radio service
providers could experience a decline in the number of minutes of use by
subscribers.
COMPETITION
We compete directly with two cellular providers and other personal
communications services providers in each of our markets except Myrtle Beach,
where we are one of two cellular providers, and against enhanced specialized
mobile radio providers in some of our markets. These cellular providers have an
infrastructure in place and have been operational for a number of years, and
some of these competitors have greater financial, technical resources and
spectrum than we do. These cellular operators may upgrade their networks to
provide services comparable to those we offer. The technologies primarily
employed by our digital competitors are code division multiple access and global
system for mobile communications, two competing digital wireless standards.
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We will also compete with personal communications services license holders in
each of our markets. We believe that the ownership of other personal
communications services licenses in our licensed area is fragmented. We believe
that most personal communications services license holders have not commenced
the rollout of their networks in our licensed area. However, we expect to
compete directly with one or more personal communications service providers in
each of our markets in the future. We also expect to face competition from other
existing communications technologies such as specialized mobile radio and
enhanced specialized mobile radio, which is currently employed by Nextel
Communications, Inc. in our licensed area. Although the FCC originally created
specialized mobile radio as a non-interconnected service principally for fleet
dispatch, in the last decade it has liberalized the rules to permit enhanced
specialized mobile radio, which, in addition to dispatch service, can offer
services that are functionally equivalent to cellular and personal
communications services and may be less expensive to build and operate than
personal communications services systems.
The FCC requires all cellular and personal communications services licensees to
provide service to resellers. A reseller provides wireless service to customers
but does not hold a FCC license or own facilities. Instead, the reseller buys
blocks of wireless telephone numbers and capacity from a licensed carrier and
resells service through its own distribution network to the public. Thus, a
reseller is both a customer of a wireless licensee's services and a competitor
of that licensee. Several small resellers currently compete with us in our
licensed area. Several years ago, the FCC initiated an administrative proceeding
seeking comments on whether resellers should be permitted to install separate
switching facilities in cellular systems. Although it tentatively concluded it
would not require interconnection, this issue is still pending at the FCC. The
FCC is also considering whether resellers should receive direct assignments of
telephone numbers from the North American Numbering Plan Administrator. With
respect to cellular and personal communications services license, the resale
obligations terminate five years after the last group of initial licenses of
currently allotted personal communications services spectrum were awarded.
Accordingly, our resale obligations end on November 24, 2002, although licensees
will continue to be subject to the provisions of the Communications Act
requiring non-discrimination among customers. We have also agreed to permit AT&T
to resell our services.
The FCC is scheduled to offer additional spectrum for wireless mobile licenses
this year. In May 2000, the FCC has scheduled the 700 MHz auction that is exempt
from Spectrum Cap limitations, and in July 2000, the FCC has scheduled the
C-Block and F-Block reauction. Some applicants have received and others are
seeking FCC authorization to construct and operate global satellite networks to
provide domestic and international mobile communications services from
geostationary and low-earth-orbit satellites. One such system, the Iridium
system, began commercial operations in 1998, and another, Globalster, began
service in February 2000. We anticipate that market prices for two-way wireless
services generally will decline in the future based upon increased competition.
Our ability to compete successfully will depend, in part, on our ability to
anticipate and respond to various competitive factors affecting the industry,
including new services that may be introduced, changes in consumer preferences,
demographic trends, economic conditions and competitors' discount pricing
strategies, all of which could adversely affect our operating margins. We plan
to use our digital feature offerings, coast-to-coast digital wireless network
through our AT&T joint venture, contiguous presence providing an expanded
home-rate billing area and local presence in secondary markets to combat
potential competition. We expect that our extensive digital network, once
deployed, will provide cost-effective means to react effectively to any price
competition.
INTELLECTUAL PROPERTY
The AT&T globe design logo is a service mark owned by AT&T and registered with
the United States Patent and Trademark Office. Under the terms of our license
agreement with AT&T, we use the AT&T globe design logo and certain other service
marks of AT&T royalty-free in connection with marketing, offering and providing
wireless mobility telecommunications services using time division multiple
access digital technology and frequencies licensed by the FCC to end-users and
resellers within our licensed area. The license agreement also grants us the
right to use the licensed marks on certain permitted mobile phones.
AT&T has agreed not to grant to any other person a right or license to provide
or resell, or act as agent for any person offering, those licensed services
under the licensed marks in our licensed area except:
o to any person who resells, or acts as our agent for, licensed services
provided by us, or
o any person who provides or resells wireless communications services to or
from specific locations such as buildings or office complexes, even if the
applicable subscriber equipment being used is capable of routine movement
within a limited area and even if such subscriber equipment may be capable
of obtaining other telecommunications services beyond that limited area and
handing-off between the service to the specific location and those other
telecommunications services.
In all other instances, AT&T reserves for itself and its affiliates the right to
use the licensed marks in providing its services whether within or outside of
our licensed area.
The license agreement contains numerous restrictions with respect to the use and
modification of any of the license marks.
We have entered into agreements with TeleCorp PCS and Tritel PCS to adopt and
use a common regional brand name, SunCom. Under these agreements, we have formed
the Affiliate Licensing Company with TeleCorp PCS and Tritel PCS for the purpose
of sharing ownership of and maintaining the SunCom brand name. Each of the
companies shares equally in the ownership of the SunCom brand name and the
responsibility of securing protection for the SunCom brand name in the United
States Patent and Trademark Office, enforcing our rights in
16
<PAGE>
the SunCom brand name against third parties and defending against potential
claims against the SunCom brand name. The agreements provide parameters for each
company's use of the SunCom brand name, including certain quality control
measures and provisions in the event that any one of these company's licensing
arrangements with AT&T is terminated.
An application for registration of the SunCom brand name was filed in the United
States Patent and Trademark Office on September 4, 1998, and the application is
pending. Affiliate Licensing Company owns the application for the SunCom brand
name. The application has undergone a preliminary examination at the United
States Patent and Trademark Office, and no pre-existing registrations or
applications were raised as a bar or potential bar to the registration of the
SunCom brand name.
We also filed an application for registration of the m-net Technology trademark,
relating to our multi-mode handsets, in the United States Patent and Trademark
Office on October 19, 1998, and the application is pending. We are the sole
owner of the application for the m-net Technology trademark. The application has
undergone a preliminary examination at the United States Patent and Trademark
Office, and no pre-existing registrations or applications were raised as a bar
or potential bar to the registration of the m-net Technology trademark.
EMPLOYEES
As of December 31, 1999, we had 994 employees. We believe our relations with our
employees are good.
ITEM 2. PROPERTIES
Triton maintains its executive offices in Berwyn, Pennsylvania. We also maintain
two regional offices in Richmond, Virginia and Charleston, South Carolina. We
lease these facilities.
ITEM 3. LEGAL PROCEEDINGS
We are not a party to any lawsuit or proceeding which, in management's opinion,
is likely to have a material adverse effect on our business or operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE
None.
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PART II.
ITEM 5. MARKET FOR REGISTRANT'S STOCK
Triton's Class A common stock is traded on the Nasdaq National Market under the
symbol "TPCS". The following table indicates the high and low sales prices for
the Class A common stock as reported by the NASDAQ National Market for the
period October 28, 1999 through December 31, 1999. There was no public market
for our Class A common stock prior to October 28, 1999.
Low High
--- ----
18 47 3/16
Triton has not paid any cash dividends on its Class A common stock since its
inception and does not anticipate paying any cash dividends in the foreseeable
future.
As of March 7, 2000 Triton had approximately 7,850 record holders of its Class A
common stock.
ITEM 6. SELECTED FINANCIAL DATA
The following tables present selected financial data derived from audited
financial statements of Triton for the year ended December 31, 1997, 1998 and
1999. In addition, subscriber and customer data for the same periods are
presented. The following financial information is qualified by reference to and
should be read in conjunction with "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and the financial statements and
related notes.
<TABLE>
<CAPTION>
December 31,
1997 1998 1999
------------ ------------ ------------
(in thousands, except per share data)
<S> <C> <C> <C>
Statement of Operations Data:
Revenues:
Service ........................................................ $ -- 11,172 $ 63,545
Roaming ........................................................ -- 4,651 44,281
Equipment ...................................................... -- 755 25,405
------------ ------------
Total revenues .............................................. -- 16,578 133,231
============ ============ ============
Expenses:
Costs of services and equipment ............................... -- 10,466 107,521
Selling and marketing ......................................... -- 3,260 59,580
General and administrative .................................... 2,736 15,589 42,354
Non-cash compensation ......................................... -- 1,120 3,309
Depreciation and amortization ................................. 5 6,663 45,546
------------ ------------ ------------
Total operating expenses .................................... 2,741 37,098 258,310
Loss from operations ............................................. 2,741 20,520 125,079
Interest and other expense ....................................... 1,228 30,391 41,061
Interest and other income ........................................ 8 10,635 4,852
Gain on sale of property, equipment and marketable securities, net -- -- 11,928
------------ ------------ ------------
Loss before taxes ................................................ 3,961 40,276 149,360
Income tax benefit ............................................... -- 7,536 --
------------ ------------ ------------
Net loss ......................................................... $ 3,961 $ 32,740 $ 149,360
Accretion of preferred stock ..................................... -- 6,853 8,725
------------ ------------ ------------
Net loss available to common shareholders ........................ $ 3,691 $ 39,593 $ 158,085
============ ============ ============
Net loss per common share (Basic and Diluted) .................... $ (1.25) $ (8.18) $ (9.79)
============ ============ ============
Weighted average common shares outstanding (Basic and Diluted) ... 3,159,418 4,841,520 16,142,482
============ ============ ============
</TABLE>
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December 31,
1998 1999
-------- --------
(in thousands)
Balance Sheet Data:
Cash and cash equivalents........................... $146,172 $186,251
Working capital..................................... 146,192 134,669
Property, plant and equipment, net.................. 198,953 421,864
Total assets........................................ 686,859 979,797
Long-term debt and capital lease obligations........ 465,689 504,636
Redeemable preferred stock.......................... 80,090 94,203
Shareholders' equity................................ 95,889 233,910
December 31,
1998 1999
-------------- ---------
(in thousands, except
subscriber and customer data)
Other Data:
Subscribers (end of period)......................... 33,844 195,204
Launched potential customers (end of period)........ 248,000 11,450,000
EBITDA(1)........................................... $(12,737) $ (76,224)
Cash flows
from:
Operating activities.............................. $ (4,130) $ (72,549)
Investing activities.............................. (372,372) (170,511)
Financing activities.............................. 511,312 283,139
(1) "EBITDA" is defined as operating loss plus depreciation and amortization
expense and non-cash compensation. EBITDA is a key financial measure but should
not be construed as an alternative to operating income, cash flows from
operating activities or net income (or loss), as determined in accordance with
generally accepted accounting principles. EBITDA is not a measure determined in
accordance with generally accepted accounting principles and should not be
considered a source of liquidity. We believe that EBITDA is a standard measure
commonly reported and widely used by analysts and investors in the wireless
communications industry. However, our method of computation may or may not be
comparable to other similarly titled measures of other companies.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
INTRODUCTION
The following discussion and analysis is based upon our financial statements as
of the dates and for the periods presented in this section. You should read this
discussion and analysis in conjunction with our financial statements and the
related notes contained elsewhere in this report.
We were incorporated in October 1997. In February 1998, we entered into a joint
venture with AT&T whereby AT&T contributed to us personal communications
services licenses covering 20 MHz of authorized frequencies in a contiguous
geographic area encompassing portions of Virginia, North Carolina, South
Carolina, Tennessee, Georgia and Kentucky. As part of this agreement, AT&T
became our largest equity holder, and we were granted the right to be the
exclusive provider of wireless mobility services using equal emphasis
co-branding with AT&T in our licensed markets.
On June 30, 1998, we acquired an existing cellular system serving Myrtle Beach
and the surrounding area from Vanguard Cellular Systems of South Carolina, Inc.
In connection with this acquisition, we began commercial operations and earning
recurring revenue in July 1998. We integrated the Myrtle Beach system into our
personal communications services network as part of our Phase I network
deployment. Substantially all of our revenues prior to 1999 were generated by
cellular services provided in Myrtle Beach. Our results of operations do not
include the Myrtle Beach system prior to our acquisition of that system.
We began generating revenues from the sale of personal communications services
in the first quarter of 1999 as part of Phase I of our personal communications
services network build-out. Our personal communications services network
build-out is scheduled for three phases.
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We completed the first phase of our build-out in the first half of 1999 with the
launch of 15 markets and completed most of Phase II during 1999 launching 12
additional markets. We expect to complete Phase II by the end of the first
quarter of 2000 and the third Phase of our build-out in 2001.
REVENUE
We derive our revenue from the following sources:
SERVICE. We sell wireless personal communications services. The various types of
service revenue associated with wireless communications services for our
subscribers include monthly recurring charges and monthly non-recurring airtime
charges for local, long distance and roaming airtime used in excess of
pre-subscribed usage. Our customers' roaming charges are rate plan dependent and
based on the number of pooled minutes included in their plans. Service revenue
also includes monthly non-recurring airtime usage charges associated with our
prepaid subscribers and non-recurring activation and de-activation service
charges.
EQUIPMENT. We sell wireless personal communications phones and accessories that
are used by our customers in connection with our wireless services.
ROAMING. We charge per minute fees to other wireless telecommunications
companies for their customers' use of our network facilities to place and
receive wireless services.
A particular focus of our strategy is to reduce subscriber churn. Industry data
suggest that those providers, including personal communications services
providers, that have offered poor or spotty coverage, poor voice quality,
unresponsive customer care or confusing billing suffer higher than average churn
rates. Accordingly, we have launched, and will continue to launch, service in
our markets only after comprehensive and reliable coverage and service can be
maintained in that market. In addition, our billing systems have been designed
to provide customers with simple, understandable bills and flexible billing
cycles. We offer simplified rate plans in each of our markets that are tailored
to meet the needs of targeted customer segments. We offer local, regional and
national rate plans that include local, long distance and roaming services, as
well as bundled minutes with multiple options, designed to suit customers'
needs. Finally, proactive subscriber retention is an important initiative for
our customer care program.
We believe our roaming revenues will be subject to seasonality. We expect to
derive increased revenues from roaming during vacation periods, reflecting the
large number of tourists visiting resorts in our coverage area. We believe that
our equipment revenues will also be seasonal, as we expect sales of telephones
to peak in the fourth quarter, primarily as a result of increased sales during
the holiday season.
COSTS AND EXPENSES
Our costs of services and equipment include:
EQUIPMENT. We purchase personal communications services handsets and
accessories from third party vendors to resell to our customers for use
in connection with our services. Because we subsidize the sale of
handsets to encourage the use of our services, the cost of handsets is
higher than the resale price to the customer. We do not manufacture any
of this equipment. ROAMING FEES. We incur fees to other wireless
communications companies based on airtime usage by our customers on
other wireless communications networks.
TRANSPORT AND VARIABLE INTERCONNECT. We incur charges associated with
interconnection with other carriers' networks. These fees include
monthly connection costs and other fees based on minutes of use by our
customers.
VARIABLE LONG DISTANCE. We pay usage charges to other communications
companies for long distance service provided to our customers. These
variable charges are based on our subscribers' usage, applied at
pre-negotiated rates with the other carriers.
CELL SITE COSTS. We will incur expenses for the rent of towers, network
facilities, engineering operations, field technicians, and related
utility and maintenance charges.
Recent industry data indicate that transport, interconnect, roaming and long
distance charges that we currently incur will continue to decline, due
principally to competitive pressures and new technologies. Cell site costs are
expected to increase due to escalation factors included in the lease agreements.
Other Expenses include:
SELLING AND MARKETING. Our selling and marketing expense includes the
cost of brand management, external communications, retail distribution,
sales training, direct, indirect, third party and telemarketing
support.
GENERAL AND ADMINISTRATIVE. Our general and administrative expense
includes customer care, billing, information technology, finance,
accounting, legal services, network implementation, product
development, and engineering management. Functions such as customer
care, billing, finance, accounting and legal services are likely to
remain centralized in order to achieve economies of scale.
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DEPRECIATION AND AMORTIZATION. Depreciation of property and equipment
is computed using the straight-line method, generally over three to
twelve years, based upon estimated useful lives. Leasehold improvements
are amortized over the lesser of the useful lives of the assets or the
term of the lease. Network development costs incurred to ready our
network for use are capitalized. Amortization of network development
costs begins when the network equipment is ready for its intended use
and is amortized over the estimated useful life of the asset. Our
personal communications services licenses and our cellular license are
being amortized over a period of 40 years.
NON-CASH COMPENSATION. We have recorded $21.3 million of deferred
compensation associated with the issuances of common and preferred
stock to employees. The compensation is being recognized over five
years as the stock vests. In addition, we sold to certain directors and
an officer, subject to stock purchase agreements, an aggregate of 3,400
shares of the Company's Series C preferred stock. Compensation expense
was recognized for the excess of the fair market value at the date of
issuance over the amounts paid.
INTEREST INCOME (EXPENSE). Interest income is earned primarily on our
cash and cash equivalents. Interest expense through December 31, 1999
consists of interest on our credit facility and our senior subordinated
discount notes, net of capitalized interest. Other expense includes the
amortization of certain financing charges.
Our ability to improve our margins will depend on our ability to manage our
variable costs, including selling general and administrative expense, costs per
gross added subscriber and costs of building out our network. We expect our
operating costs to grow as our operations expand and our customer base and call
volumes increase. Over time, these expenses should represent a reduced
percentage of revenues as our customer base grows. Management will focus on
application of systems and procedures to reduce billing expense and improve
subscriber communication. These systems and procedures will include debit
billing, credit card billing, over-the-air payment and Internet billing systems.
RESULTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 1999 COMPARED TO THE YEAR ENDED DECEMBER 31, 1998
Total revenue was $133.2 million and $16.6 million for the years ended December
31, 1999 and 1998, respectively. Service revenue was $63.5 million and $11.2
million for the years ended December 31, 1999 and 1998, respectively. Equipment
revenue was $25.4 million and $0.8 million for the years ended December 31, 1999
and 1998, respectively. Roaming revenue was $44.3 million and $4.7 million for
the years ended December 31, 1999 and 1998, respectively. This revenue was
primarily related to launching 27 markets as part of our Phase I and Phase II
network build-out.
Cost of service and equipment was $107.5 million and $10.5 million for the years
ended December 31, 1999 and 1998, respectively. These costs were primarily
related to launching 27 markets as part of our Phase I and Phase II network
build-out.
Selling and marketing expenses were $59.6 million and $3.3 million for the years
ended December 31, 1999 and 1998, respectively. The increase of $56.3 million
was due to increased salary and benefit expenses for new sales and marketing
staff and advertising and promotion associated with launching 27 markets as part
of our Phase I and Phase II network build-out.
General and administrative expenses were $42.4 million and $15.6 million for the
years ended December 31, 1999 and 1998, respectively. The increase of $26.8
million was due to the development and growth of infrastructure and staffing
related to information technology, customer care and other administrative
functions incurred in conjunction with the commercial launch of 27 markets
during 1999.
Non-cash compensation expense was $3.3 million and $1.1 million for the years
ended December 31, 1999 and 1998, respectively. This increase is attributable to
the issuance of additional shares in 1999 and to an increase in the vesting of
certain restricted shares as compared to the same period in 1998.
Depreciation and amortization expense was $45.5 million and $6.7 million for the
years ended December 31, 1999 and 1998, respectively. This increase of $38.8
million was related to depreciation of our fixed assets, as well as the
initiation of amortization on personal communications services licenses and the
AT&T agreements upon the commercial launch of our Phase I and Phase II markets.
Interest expense was $41.1 million, net of capitalized interest of $12.3
million, and $30.4 million, net of capitalized interest of $3.5 million, for the
years ended December 31, 1999 and 1998, respectively. The increase is
attributable to increased borrowings as compared to the same period in 1998.
Interest income was $4.9 million and $10.6 million for the years ended December
31, 1999 and 1998, respectively. This reduction is due primarily to lower
average cash balances resulting from the continued Phase I and Phase II
build-out.
Gain on sale of property, equipment and marketable securities was $11.9 million
for the year ended December 31, 1999, relating primarily to the gain recorded on
the tower sale of $11.6 million, and the gain on the sale of marketable
securities of $1.0 million, partially offset by a $0.8 million loss on the sale
of furniture and fixtures. We recorded no gains on the sale of assets in 1998.
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Income tax benefit for years ended December 31, 1999 and 1998 was $0 and $7.5
million, respectively. The decrease was due to the inability to recognize
additional tax benefits in 1999.
Net loss was $149.4 million and $32.8 million for the years ended December 31,
1999 and 1998, respectively. The net loss increased $116.6 million primarily due
to the initial launch of commercial service as discussed in the items above.
YEAR ENDED DECEMBER 31, 1998 COMPARED TO THE PERIOD FROM MARCH 6, 1997
(INCEPTION) TO DECEMBER 31, 1997
Total revenue for the year ended December 31, 1998 was $16.6 million, which was
comprised of services, roaming and equipment revenues related to our Myrtle
Beach operations, which we acquired in June 1998. We had no revenue for the
period from March 6, 1997 to December 31, 1997.
Costs of services and equipment were $10.5 million for the year ended December
31, 1998. These costs were associated with our Myrtle Beach operations. We had
no costs of services and equipment for the period from March 6, 1997 to December
31, 1997.
Selling and marketing costs were $1.7 million for the year ended December 31,
1998, relating primarily to advertising, marketing and promotional activities
associated with our Myrtle Beach operations. We had no selling and marketing
expense for the period from March 6, 1997 to December 31, 1997.
General and administrative expenses increased by $12.9 million to $15.6 million
for the year ended December 31, 1998, as compared to the period from March 6,
1997 to December 31, 1997. The increase was due primarily to administrative
costs associated with the Myrtle Beach network and our establishment of our
corporate and regional operational infrastructure.
Non-cash compensation expense was $1.1 million for the year ended December 31,
1998, relating to the vesting of shares issued as compensation. We had no
non-cash compensation for the period from March 6, 1997 to December 31, 1997.
Depreciation and amortization expense was $6.7 million and $5,000 for year ended
December 31, 1998 and for the period from March 6, 1997 to December 31, 1997,
respectively. This amount relates primarily to the depreciation of the tangible
and intangible assets acquired in the Myrtle Beach transaction and amortization
attributable to certain agreements executed in connection with the AT&T joint
venture.
Interest expense was $30.4 million, net of capitalized interest of $3.5 million,
and $1.2 million for the year end December 31, 1998 and for the period March 6,
1997 to December 31, 1997, respectively. No interest was capitalized in 1997.
This increase is attributable to increased borrowings in the year ended December
31, 1998.
Interest and other income was $10.6 million and $8,000 for the year ended
December 31, 1998 and for the period from March 6, 1997 to December 31, 1997,
respectively. This amount relates primarily to interest income on our cash and
cash equivalents.
For the year ended December 31, 1998, we recorded a tax benefit of $7.5 million
related to temporary deductible differences, primarily net operating losses.
For the year ended December 31, 1998, our net loss was $32.7 million, as
compared to $4.0 million for the period from March 6, 1997 to December 31, 1997.
The net loss increased $28.7 million, resulting primarily from the items
discussed above.
LIQUIDITY AND CAPITAL RESOURCES
We have funded, and expect to continue to fund, our capital requirements with:
o the proceeds from the initial public offering of our common stock in
October 1999;
o the proceeds from equity investments by our shareholders;
o borrowings under our credit facility;
o the proceeds from an offering of senior subordinated discount notes
completed in 1998; and
o the proceeds from the sale of our communications towers.
The construction of our network and the marketing and distribution of wireless
communications products and services have required, and will continue to
require, substantial capital. These capital requirements include license
acquisition costs, capital expenditures for network construction, funding of
operating cash flow losses and other working capital costs, debt service and
financing fees and expenses. We
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estimate that our total capital requirements, assuming substantial completion of
our network build-out, which will allow us to offer services to 100% of the
potential customers in our licensed area, from our inception until December 31,
2001 will be approximately $1.4 billion.
We believe that cash on hand and available credit facility borrowings, will be
sufficient to meet our projected capital requirements through the completion of
our network build-out targeted for 2001. Although we estimate that these funds
will be sufficient to buildout our network and to enable us to offer services to
nearly 100% of the potential customers in our licensed area, it is possible that
additional funding will be necessary.
EQUITY CONTRIBUTIONS. In October 1999, the Company completed an initial public
offering of shares of its Class A common stock and raised approximately $190.2
million, net of $16.8 million of costs. The Company expects to use the proceeds
for general corporate purposes, including capital expenditures in connection
with the expansion of its personal communications services network, sales and
marketing activities, and working capital.
As part of our joint venture agreement with AT&T, AT&T transferred personal
communications services licenses covering 20 MHz of authorized frequencies in
exchange for 732,371 shares of our Series A preferred stock and 366,131 shares
of our Series D preferred stock. The Series A preferred stock provides for
cumulative dividends at a rate of 10% on the $100 liquidation value per share
plus unpaid dividends. These dividends accrue and are payable quarterly;
however, we may defer all cash payments due to the holders until June 30, 2008
and quarterly dividends are payable in cash thereafter. The Series A preferred
stock is redeemable at the option of its holders beginning in 2018 and at our
option, at its accreted value, on or after February 4, 2008. We may not pay
dividends on, or, subject to specified exceptions, repurchase shares of, our
common stock without the consent of the holders of the Series A preferred stock.
The Series D preferred stock provides for dividends when, as and if declared by
our board of directors and contains limitations on the payment of dividends on
our common stock.
In connection with the consummation of the joint venture with AT&T, we received
contributions from institutional equity investors, as well as Michael Kalogris
and Steven Skinner, in the aggregate amount of $140.0 million, in return for the
issuance of 1.4 million shares of Series C preferred stock.
We also received equity contributions from our shareholders in the aggregate
amount of $35.0 million in return for the issuance of 350,000 shares of Series C
preferred stock in order to fund a portion of our acquisition of an existing
cellular system in Myrtle Beach, South Carolina. In addition, we received equity
contributions from our shareholders in the aggregate amount of approximately
$30.1 million in return for the issuance of 165,187 shares of our Series C
preferred stock and 134,813 shares of our Series D preferred stock in order to
fund a portion of our Norfolk license acquisition.
On June 8, 1999, we completed an exchange of licenses with AT&T. We transferred
licenses covering the Hagerstown and Cumberland, Maryland areas and received
licenses covering the Savannah and Athens, Georgia areas. We issued to AT&T
53,882 shares of our Series A preferred stock and 42,739 shares of our Series D
preferred stock in connection with this exchange.
CREDIT FACILITY. On February 3, 1998, we entered into a loan agreement that
provided for a senior secured bank facility with a group of lenders for an
aggregate amount of $425.0 million of borrowings. On September 22, 1999, we
entered into an amendment to that loan agreement under which the amount of
credit available to us was increased to $600.0 million. The bank facility
provides for:
o a $175.0 million senior secured Tranche A term loan maturing on August 4,
2006;
o a $150.0 million senior secured Tranche B term loan maturing on May 4,
2007;
o a $175.0 million senior secured Tranche C term loan maturing on August 4,
2006; and
o a $100.0 million senior secured revolving credit facility maturing on
August 4, 2006.
The terms of the bank facility will permit us, subject to various terms and
conditions, including compliance with specified leverage ratios and satisfaction
of build-out and subscriber milestones, to draw up to $600.0 million to finance
working capital requirements, capital expenditures, permitted acquisitions and
other corporate purposes. Our borrowings under these facilities are subject to
customary terms and conditions.
We must begin to repay the term loans in quarterly installments, beginning on
February 4, 2002, and the commitments to make loans under the revolving credit
facility are automatically and permanently reduced beginning on August 4, 2004.
In addition, the credit facility requires us to make mandatory prepayments of
outstanding borrowings under the credit facility, commencing with the fiscal
year ending December 31, 2001, based on a percentage of excess cash flow and
contains financial and other covenants customary for facilities of this type,
including limitations on investments and on our ability to incur debt and pay
dividends. As of December 31, 1999, we had drawn $150.0 million under the
Tranche B term loan, which we expect to use to fund future operations.
SENIOR DISCOUNT NOTES. On May 7, 1998, we completed an offering of $512.0
million aggregate principal amount at maturity of 11% senior subordinated
discount notes due 2008 under Rule 144A of the Securities Act. The proceeds of
the offering, after deducting an initial
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purchasers' discount of $9.0 million, were $291.0 million. The notes are
guaranteed by all of our subsidiaries. The indenture for the notes contains
customary covenants, including covenants that limit our subsidiaries' ability to
pay dividends to us, make investments and incur debt. The indenture also
contains customary events of default.
TOWER SALE. We entered into an agreement on July 13, 1999 with American Tower
Corporation to sell all of our personal communications tower facilities, along
with certain other related assets, and we completed the sale on September 22,
1999. The proceeds from the sale were $71.1 million. At the closing of the
transaction, the parties entered into certain other agreements, including:
o a master license and sublease agreement providing for our lease of the
tower facilities from American Tower;
o an amendment to an existing build-to-suit agreement between us and American
Tower providing for American Tower's construction of 100 additional tower
sites that we will then lease from American Tower; and
o an amendment to an existing site acquisition agreement expanding the
agreement to provide for American Tower to perform site acquisition
services for 70% of the tower sites we develop through December 31, 2000.
Cash and cash equivalents totaled $186.3 million at December 31, 1999, as
compared to $146.2 million at December 31, 1998. This increase of $40.1 million
was due primarily to the net proceeds from our initial public offering of $190.2
million and private equity investors of $95.0 million offset by capital
expenditures of $264.9 million related to our network build-out. Working capital
totaled approximately $134.7 million at December 31, 1999, as compared to $146.2
million at December 31, 1998.
NEW ACCOUNTING PRONOUNCEMENTS
On July 8, 1999, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 137, "Deferral of the Effective Date of SFAS 133", which defers the
effective date of SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities" to all fiscal quarters of all fiscal years beginning after
June 15, 2000. The Company is currently evaluating the financial impact of
adoption of SFAS No. 133. The adoption is not expected to have a material effect
on the Company's consolidated results of operations, financial position, or cash
flows.
The Securities and Exchange Commission recently released Staff Accounting
Bulletin (SAB) No. 101, Revenue Recognition, which provides guidance on the
recognition, presentation, and disclosure of revenue in the financial
statements.. The Company is currently assessing the impact, if any, the SAB will
have on the Company's financial position, results of operations, and cash flows.
24
<PAGE>
ITEM 7A. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISKS
We utilize interest rate swaps to hedge against the effect of interest rate
fluctuations on our senior debt portfolio. We do not hold or issue financial
instruments for trading or speculative purposes. Through December 31, 1999, we
entered into two interest rate swap transactions having an aggregate
non-amortizing notional amount of $75 million. Both instruments terminate on
December 4, 2003. As of December 31, 1998 and 1999, we were in a net gain
position. Net gain or loss positions are settled quarterly. We pay a fixed rate
(4.76% and 4.805%) and receive a floating rate, equivalent to the three month
London interbank offered rate, on respective $40 million and $35 million
notional amounts. A 100 basis point fluctuation in market rates would not have a
material effect on our overall financial condition. Swap counterparties are
major commercial banks.
Our cash and cash equivalents consist of short-termed assets having initial
maturities of three months or less and are managed by high credit quality
financial institutions. While these investments are subject to a degree of
interest rate risk, it is not considered to be material relative to our overall
investment income position.
25
<PAGE>
ITEM 8. FINANCIAL STATEMENTS
TRITON PCS HOLDINGS, INC.
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
<S> <C>
Consolidated Financial Statements:
Report of PricewaterhouseCoopers LLP F-2
Consolidated Balance Sheets as of December 31, 1998 and 1999 F-3
Consolidated Statements of Operations for the period March 6, 1997 (inception) to
December 31, 1997, and the years ended December 31, 1998 and 1999 F-4
Consolidated Statements of Shareholders' Equity (Deficit) for the period March 6, 1997
(inception) to December 31, 1997, and the years ended December 31, 1998 and
1999 F-5 Consolidated Statements of Cash Flows for the period March 6, 1997
(inception) to
December 31, 1997, and the years ended December 31, 1998 and 1999 F-6
Notes to Consolidated Financial Statements F-7
</TABLE>
F-1
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and
Shareholders of Triton PCS Holdings, Inc.:
In our opinion, the consolidated financial statements listed in the index
appearing under item 8 on page F-1 of this Form 10-K present fairly, in all
material respects, the financial position of Triton PCS Holdings, Inc., as
defined in Note 1 to the financial statements, and its subsidiaries (the
"Company") at December 31, 1998 and 1999, and the results of their operations
and their cash flows for the period from March 6, 1997 (inception) to December
31, 1997 and the years ended December 31, 1998 and 1999, in conformity with
accounting principles generally accepted in the United States. These financial
statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States, which require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for the opinion expressed above.
/s/ PricewaterhouseCoopers
Philadelphia, Pennsylvania
February 25, 2000
F-2
<PAGE>
<TABLE>
<CAPTION>
TRITON PCS HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
DECEMBER 31, 1998 DECEMBER 31, 1999
----------------- -----------------
ASSETS:
CURRENT ASSETS:
<S> <C> <C>
Cash and cash equivalents $ 146,172 $ 186,251
Marketable securities 23,612 --
Due from related party 951 1,099
Accounts receivable net of $1,071 and $1,765 3,102 29,064
Inventory, net 1,433 15,270
Prepaid expenses and other current assets 4,288 7,619
Deferred income tax 81 55
-------------- --------------
TOTAL CURRENT ASSETS 179,639 239,358
PROPERTY AND EQUIPMENT:
Land 313 313
Network infrastructure and equipment 34,147 304,656
Office furniture and equipment 17,642 38,382
Capital lease assets 2,263 5,985
Construction in progress 145,667 105,593
-------------- --------------
200,032 454,929
Less accumulated depreciation (1,079) (33,065)
-------------- --------------
Net property and equipment 198,953 421,864
Intangible assets, net 308,267 315,538
Other long term assets -- 3,037
-------------- --------------
TOTAL ASSETS $ 686,859 $ 979,797
============== ==============
LIABILITIES AND SHAREHOLDERS' EQUITY:
CURRENT LIABILITIES:
Accounts payable $ 25,256 $ 72,580
Bank overdraft liability -- 9,549
Accrued payroll & related expenses 3,719 9,051
Accrued expenses 3,646 4,890
Accrued interest 545 626
Current portion of long-term debt 281 1,277
Deferred revenue -- 5,526
Deferred gain on sale of property and equipment -- 1,190
-------------- --------------
TOTAL CURRENT LIABILITIES 33,447 104,689
Long-term debt 465,689 504,636
Deferred income taxes 11,744 11,718
Deferred gain on sale of property and equipment -- 30,641
-------------- --------------
TOTAL LIABILITIES 510,880 651,684
Series A Redeemable Preferred Stock 1,000,000 shares authorized, $.01
par value, 732,371 and 786,253 shares issued and outstanding 80,090 94,203
SHAREHOLDERS' EQUITY:
Series B Preferred Stock, $.01 par value, 50,000,000 shares authorized,
no shares issued or outstanding -- --
Series C Preferred Stock, $.01 par value, 3,000,000 shares authorized,
1,915,187 and zero shares issued and outstanding 19 --
Series D Preferred Stock, $.01 par value, 16,000,000 shares authorized,
500,944 and 543,683 shares issued and outstanding 5 5
Class A Common Stock, $.01 par value, 520,000,000 shares authorized,
6,174,557 and 53,700, 442 issued and outstanding 62 537
Class B Non-Voting Common Stock, $.01 par value, 60,000,000 shares authorized,
zero and 8,210,827 shares issued and outstanding -- 82
Additional paid-in capital 231,904 436,229
Accumulated deficit (36,731) (186,091)
Subscription receivable (95,000) --
Deferred compensation (4,370) (16,852)
-------------- --------------
TOTAL SHAREHOLDERS' EQUITY 95,889 233,910
-------------- --------------
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY $ 686,859 $ 979,797
============== ==============
</TABLE>
See accompanying notes to consolidated financial statements.
F-3
<PAGE>
<TABLE>
<CAPTION>
TRITON PCS HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Period from March 6, For the Year Ended For the Year Ended
1997 (Inception) to December 31, 1998 December 31, 1999
December 31, 1997
<S> <C> <C> <C>
Revenues:
Service $ -- $11,172 $ 63,545
Roaming -- 4,651 44,281
Equipment -- 755 25,405
--------- --------- ----------
Total revenue -- 16,578 133,231
Expenses:
Cost of service -- 8,767 63,200
Cost of equipment -- 1,699 44,321
Selling and marketing -- 3,260 59,580
General and administrative 2,736 15,589 42,354
Non-cash compensation -- 1,120 3,309
Depreciation and amortization 5 6,663 45,546
--------- --------- ----------
Loss from operations 2,741 20,520 125,079
--------- --------- ----------
Interest and other expense 1,228 30,391 41,061
Interest and other income 8 10,635 4,852
Gain on sale of property, equipment
and marketable securities, net -- -- 11,928
--------- --------- ----------
Loss before taxes 3,961 40,276 149,360
Income tax benefit -- 7,536 --
--------- --------- ----------
Net loss 3,961 32,740 149,360
Accretion of preferred stock -- 6,853 8,725
--------- --------- ----------
Net loss available to common shareholders $3,961 $39,593 $158,085
========= ========= ==========
Net loss per common share (Basic and Diluted) $(1.25) $(8.18) $ (9.79)
========= ========= ==========
Weighted average common shares outstanding
(Basic and Diluted) 3,159,418 4,841,520 16,142,482
========= ========= ==========
See accompanying notes to consolidated financial statements.
</TABLE>
F-4
<PAGE>
TRITON PCS HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
SERIES A
REDEEMABLE SERIES C SERIES D CLASS A CLASS B
PREFERRED PREFERRED PREFERRED COMMON COMMON
STOCK STOCK STOCK STOCK STOCK
----- ----- ----- ----- -----
<S> <C> <C> <C> <C>
Issuance of common stock $ - $ - $ - $ 32 $ -
Net loss - - - - -
----------------------------------------------------------------
Balance at December 31, 1997 - - - 32 -
----------------------------------------------------------------
Issuance of stock in connection
with private equity investment
and AT&T transaction 73,237 14 4 13 -
Issuance of stock in connection
with Myrtle Beach transaction - 3 - 9 -
Issuance of stock in connection
with Norfolk transaction - 2 1 8 -
Deferred compensation - - - - -
Non-cash compensation - - - - -
Redemption of Series C Preferred Stock - - - - -
Re-issuance of Series C Preferred Stock - - - - -
Accreted dividends 6,853 - - - -
Net loss - - - - -
------------------------------------------------------------------
Balance at December 31, 1998 80,090 19 5 62 -
------------------------------------------------------------------
Savannah/Athens Exchange 5,388 - - - -
Issuance of stock in connection
with Norfolk transaction - - - - -
Private equity investment - - - - -
Deferred compensation - - - - -
Non-cash compensation - - - - -
Issuance of stock in connection
with initial public offering - - - 115 -
Proceeds from issuance of
Series C Preferred Stock - 3 - - -
Conversion of Series C Preferred Stock
to Class A and B Common Stock - (22) - 360 82
Accreted dividends 8,725 - - - -
Net loss - - - - -
----------------------------------------------------------------------
Balance at December 31, 1999 $ 94,203 $ - $ 5 $ 537 $ 82
======================================================================
<CAPTION>
ADDITIONAL
PAID-IN SUBSCRIPTION DEFERRED ACCUMULATED
CAPITAL RECEIVABLE COMPENSATION DEFICIT TOTAL
------- ---------- ------------ ------- -----
<S> <C> <C> <C> <C> <C>
Issuance of common stock $ - $ - $ - $ (30) $ 2
Net loss - - - (3,961) (3,961)
-----------------------------------------------------------------
Balance at December 31, 1997 - - - (3,991) (3,959)
-----------------------------------------------------------------
Issuance of stock in connection
with private equity investment
and AT&T transaction 169,293 (95,000) - - 74,324
Issuance of stock in connection
with Myrtle Beach transaction 35,079 - - - 35,091
Issuance of stock in connection
with Norfolk transaction 28,895 - - - 28,906
Deferred compensation 5,490 - (5,490) - -
Non-cash compensation - - 1,120 - 1,120
Redemption of Series C Preferred Stock (3,560) - - - (3,560)
Re-issuance of Series C Preferred Stock 3,560 - - - 3,560
Accreted dividends (6,853) - - - (6,853)
Net loss - - - (32,740) (32,740)
------------------------------------------------------------------
Balance at December 31, 1998 231,904 (95,000) (4,370) (36,731) 95,889
------------------------------------------------------------------
Savannah/Athens Exchange 5,043 - - - 5,043
Issuance of stock in connection
with Norfolk transaction 2,169 - - - 2,169
Private equity investment - 95,000 - - 95,000
Deferred compensation 15,791 - (15,791) - -
Non-cash compensation - - 3,309 - 3,309
Issuance of stock in connection
with initial public offering 190,130 - - - 190,245
Proceeds from issuance of
Series C Preferred Stock 337 - - - 340
Conversion of Series C Preferred Stock
to Class A and B Common Stock 82 (420) - - -
Accreted dividends (8,725) - - - (8,725)
Net loss - - (149,360) (149,360)
----------------------------------------------------------------------
Balance at December 31, 1999 $436,229 $ - $ (16,852) $(186,091) $233,910
======================================================================
</TABLE>
See accompanying notes to consolidated financial statements.
F-5
<PAGE>
<TABLE>
<CAPTION>
TRITON PCS HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
Period from March 6, 1997 For the Year Ended For the Year Ended
(Inception) to December 31, 1997 December 31, 1998 December 31, 1999
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(3,961) $(32,740) $(149,360)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization 5 6,663 45,546
Deferred income taxes - (7,536) -
Accretion of interest - 22,648 38,213
Bad debt expense - 636 2,758
Gain on sale of property, equipment and marketable securities, net - - (11,928)
Non-cash compensation - 1,120 3,309
Change in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable - (599) (28,587)
Inventory - (1,046) (13,837)
Prepaid expenses and other current assets (21) (468) (1,035)
Other assets - - (3,408)
Accounts payable 658 2,647 24,664
Bank overdraft liability - - 9,549
Accrued payroll and liabilities 1,014 6,205 6,272
Accrued interest 1,228 (1,660) 81
Deferred revenue - - 5,214
---------- ---------- ---------
NET CASH USED IN OPERATING ACTIVITIES (1,077) (4,130) (72,549)
---------- ---------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (478) (87,715) (264,839)
Myrtle Beach acquisition, net of cash acquired - (164,488) -
Norfolk acquisition - (96,557) -
Proceeds from sale of property and equipment, net - - 69,712
Proceeds from maturity of marketable securities - - 47,855
Purchase of marketable securities - (23,612) (23,239)
---------- ---------- ---------
NET CASH USED IN INVESTING ACTIVITIES (478) (372,372) (170,511)
---------- ---------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from initial public offering, net - - 190,245
Borrowings under notes payable 13,344 - -
Proceeds from issuance of subordinated debt, net of discount - 291,000 -
Proceeds from issuance of stock in connection with private equity investment - 33,256 95,000
Proceeds from issuance of stock in connection with Myrtle Beach transaction - 35,091 -
Proceeds from issuance of stock in connection with Norfolk transaction - 14,349 2,169
Proceeds from issuance of Series C Preferred Stock - - 340
Redemption of Series C Preferred Stock - (3,560) -
Re-issuance of Series C Preferred Stock - 3,560 -
Borrowings under credit facility - 150,000 10,000
Payments under credit facility - - (10,000)
Payments of deferred transaction costs (324) (11,329) (3,592)
Advances to related-party, net (103) (848) (148)
Principal payments under capital lease obligations - (207) (875)
---------- ---------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES 12,917 511,312 283,139
---------- ---------- ---------
Net increase in cash and cash equivalents 11,362 134,810 40,079
Cash and cash equivalents, beginning of period - 11,362 146,172
---------- ---------- ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD $11,362 $146,172 $186,251
========== ========== =========
</TABLE>
See accompanying notes to consolidated financial statements
F-6
<PAGE>
TRITON PCS HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Period from March 6, 1997 (inception) to December 31, 1997,
and years ended December 31, 1998 and 1999
(1) ORGANIZATION AND NATURE OF BUSINESS
On March 6, 1997, Triton Communications L.L.C. ("L.L.C.") was formed to
explore various business opportunities in the wireless telecommunications
industry, principally related to personal communications services (PCS) and
cellular activities. During the period March 6, 1997 through October 1, 1997,
L.L.C.'S activities consisted principally of hiring a management team, raising
capital and negotiating strategic business relationships, primarily related to
PCS business opportunities. On October 1, 1997, Triton PCS Holdings, Inc.
("Holdings") was organized to pursue PCS-related activities. Holdings
subsequently formed a wholly owned subsidiary, Triton PCS, Inc. ("Triton") which
directly or indirectly owns several related wholly owned subsidiaries
(collectively the "Company"). Subsequent to October 2, 1997, these PCS-related
activities continued but were conducted primarily through Triton and its
subsidiaries. Consequently, for purposes of the accompanying financial
statements, L.L.C. has been treated as a "predecessor" entity. As a result of
certain financing relationships and the similar nature of the business
activities conducted by each respective legal entity, L.L.C., Triton and
Holdings are considered companies under common control and were combined for
financial reporting purposes for periods prior to October 2, 1997. All
significant intercompany accounts or balances have been eliminated in
consolidation.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) USE OF ESTIMATES
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities, at the date of
the financial statements and the reported amount of revenues and expenses during
the reporting period. Actual results could differ from those estimates.
(b) CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash on hand, demand deposits and
short term investments with initial maturities of three months or less. The
Company maintains cash balances at financial institutions, which at times exceed
the $100,000 FDIC limit. Bank overdraft balances are classified as a current
liability.
(c) MARKETABLE SECURITIES
Marketable securities consist of debt securities with initial
maturities greater than three months. The Company classifies all such debt
securities as available for sale and records them at fair value with unrealized
holding gains and losses to be included as a separate component of other
comprehensive income until realized.
(d) INVENTORY
Inventory, consisting primarily of wireless handsets and accessories
held for resale, is valued at lower of cost or market. Cost is determined by the
first-in, first-out method.
(e) PROPERTY AND EQUIPMENT
Property and equipment is carried at original cost. Depreciation is
calculated based on the straight-line method over the estimated useful lives of
the assets which are ten to twelve years for network infrastructure and
equipment and three to five years for office furniture and equipment. In
addition, the Company capitalizes interest on expenditures related to the
buildout of the network. Expenditures for repairs and maintenance are charged to
expense as incurred. When property is retired or otherwise disposed, the cost of
the property and the related accumulated depreciation are removed from the
accounts, and any resulting gains or losses are reflected in the statement of
operations.
Capital leases are included under property and equipment with the
corresponding amortization included in depreciation. The related financial
obligations under the capital leases are included in current and long-term
obligations. Capital leases are amortized over the useful lives of the
respective assets.
F-7
<PAGE>
(f) CONSTRUCTION IN PROGRESS
Construction in progress includes expenditures for the design,
construction and testing of the Company's PCS network and also includes costs
associated with developing information systems. The Company capitalizes interest
on certain of its construction in progress activities. Interest capitalized for
the year ended December 31, 1998 and 1999 totaled $3.5 million and $12.3
million, respectively. When the assets are placed in service, the Company
transfers the assets to the appropriate property and equipment category and
depreciates these assets over their respective estimated useful lives.
(g) INVESTMENT IN PCS LICENSES
Investments in PCS Licenses are recorded at their estimated fair value
at the time of acquisition. Licenses are amortized on a straight-line basis over
40 years.
(h) DEFERRED TRANSACTION COSTS
Costs incurred in connection with the negotiation and documentation of
the AT&T transaction (see Note 3), were deferred and included in the aggregate
purchase price allocated to the net assets acquired upon completion of the
transaction.
Costs incurred in connection with the negotiation and documentation of
the bank financing and the Company's issuance of senior subordinated discount
notes were deferred and amortized over the terms of the bank financing and notes
using the effective interest rate method.
(i) LONG-LIVED ASSETS
The Company periodically evaluates the carrying value of long-lived
assets when events and circumstances warrant such review. The carrying value of
a long lived asset is considered impaired when the anticipated undiscounted cash
flows from such assets are separately identifiable and are less than the
carrying value. In that event a loss is recognized based on the amount by which
the carrying value exceeds the fair market value of the long-lived asset. Fair
market value is determined by using the anticipated cash flows discounted at a
rate commensurate with the risk involved. Measurement of the impairment, if any,
will be based upon the difference between carrying value and the fair value of
the asset.
(j) REVENUE RECOGNITION
Revenues from operations consist of charges to customers for monthly
access, airtime, roaming charges, long-distance charges, and equipment sales.
Revenues are recognized as services are rendered. Unbilled revenues result from
service provided from the billing cycle date to the end of the month and from
other carrier's customers using the Company's systems. Equipment sales are
recognized upon delivery to the customer and reflect charges to customers for
wireless handset equipment purchases.
(k) INCOME TAXES
Deferred income tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases. Deferred income tax assets and liabilities are measured
using statutory tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled.
(l) FINANCIAL INSTRUMENTS
The Company utilizes derivative financial instruments to reduce
interest rate risk. The Company does not hold or issue financial instruments for
trading or speculative purposes. Management believes losses related to credit
risk are remote. The instruments are accounted for on an accrual basis. The net
cash amounts paid or received are accrued and recognized as an adjustment to
interest expense
(m) ADVERTISING COSTS
The Company expenses advertising costs when the advertisement occurs.
Total advertising expense amounted to $643,000 in 1998 and $25.8 million in
1999.
F-8
<PAGE>
(n) CONCENTRATIONS OF CREDIT RISK
Financial instruments, which potentially subject the Company to
concentration of credit risk, consist principally of cash and equivalents,
marketable securities, and accounts receivable. The Company's credit risk is
managed through diversification and by investing its cash and cash equivalents
and marketable securities in high-quality money market instruments and corporate
issuers.
Concentrations of credit risk with respect to accounts receivable are
limited due to a large customer base. Initial credit evaluations of customers'
financial condition are performed and security deposits are obtained for
customers with a higher credit risk profile. The Company maintains reserves for
potential credit losses and such losses have not exceeded management
expectations.
(o) NET LOSS PER COMMON SHARE (BASIC AND DILUTED)
Basic loss per share excludes any dilutive effects of convertible
securities. Basic loss per share is computed using the weighted-average number
of common shares outstanding during the period. Diluted loss per share is
computed using the weighted-average number of common and common stock equivalent
shares outstanding during the period. Common equivalent shares are excluded from
the computation if their effect is antidilutive.
(p) RECLASSIFICATIONS
Certain reclassifications have been made to prior period financial
statements to conform to the current period presentation
(q) NEW ACCOUNTING PRONOUNCEMENTS
On July 8, 1999, the Financial Accounting Standards Board ("FASB")
issued SFAS No. 137, "Deferral of the Effective Date of SFAS 133", which defers
the effective date of SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities" to all fiscal quarters of all fiscal years beginning after
June 15, 2000. The Company is currently evaluating the financial impact of
adoption of SFAS No. 133. The adoption is not expected to have a material effect
on the Company's results of operations, financial position, or cash flows.
The Securities Exchange and Commission recently released Staff
Accounting Bulletin (SAB) No. 101, Revenue Recognition, which provides guidance
on the recognition, presentation, and disclosure of the revenue in the financial
statement. The Company is currently assessing the impact, if any, the SAB will
have on the Company's financial position, results of operations, and cash flows.
(3) AT&T TRANSACTION
On October 8, 1997, the Company entered into a Securities Purchase
Agreement with AT&T Wireless PCS, Inc. ("AT&T"), a subsidiary of AT&T Corp., and
the shareholders of the Company, whereby Triton was to become the exclusive
provider of wireless mobility services in the AT&T Southeast regions.
On February 4, 1998, the Company executed the Closing Agreement with
AT&T and the other shareholders at the Company finalizing the transactions
contemplated in the Security Purchase Agreement. Under the Closing Agreement,
the Company issued 732,371 shares of Series A convertible preferred stock and
366,131 shares of Series D convertible preferred stock to AT&T in exchange for
20 MHz A and B block PCS licenses covering certain areas in the southeastern
United States and the execution of certain related agreements, as further
described below. The fair value of the FCC licenses was $92.8 million with an
estimated useful life of 40 years. This amount is substantially in excess of the
tax basis of such licenses, and accordingly, the Company recorded a deferred tax
liability, upon the closing of the transaction.
In accordance with the Closing Agreement, the Company and AT&T and the
other shareholders of the Company consented to executing the following
agreements:
(a) SHAREHOLDERS' AGREEMENT
The Shareholders' Agreement expires on February 4, 2009. The agreement
was amended and restated on October 27, 1999 in connection with the initial
public offering and includes the following sub-agreements:
F-9
<PAGE>
RESALE AGREEMENT - The Company is required to enter into a Resale
Agreement at the request of AT&T, which provides AT&T with the right to purchase
and resell on a nonexclusive basis access to and usage of the Company's services
in the Company's Licensed Area. The Company will retain the continuing right to
market and sell its services to customers and potential customers in competition
with AT&T.
EXCLUSIVITY - None of the Shareholders will provide or resell, or act
as the agent for any person offering, within the Territory wireless mobility
telecommunications services initiated or terminated using Time Division Multiple
Access and frequencies licensed by the FCC (Company Communications Services),
except AT&T and its affiliates may (i) resell or act as agent for the Company in
connection with the provision of Company Communications Services, (ii) provide
or resell wireless telecommunications services to or from certain specific
locations, and (iii) resell Company Communications Services for another person
in any area where the Company has not placed a system into commercial service,
provided that AT&T has provided the Company with prior written notice of AT&T's
intention to do so and only dual band/dual mode phones are used in connection
with such resale activities.
Additionally, with respect to the markets listed in the Roaming
Agreement, the Company and AT&T agreed to cause their respective affiliates in
their home carrier capacities to program and direct the programming of customer
equipment so that the other party in its capacity as the serving carrier is the
preferred provider in such markets, and refrain from inducing any of its
customers to change such programming.
BUILD-OUT - The Company is required to conform to certain requirements
regarding the construction of the Company's PCS system. In the event that the
Company breaches these requirements, AT&T may terminate its exclusivity
provisions.
DISQUALIFYING TRANSACTIONS - In the event of a merger, asset sale, or
consolidation, as defined, involving AT&T and another person that derives annual
revenues in excess of $5.0 billion, derives less than one third of its aggregate
revenues from wireless telecommunications, and owns FCC licenses to offer
wireless mobility telecommunication services to more than 25% of the population
within the Company's territory, AT&T and the Company have certain rights. AT&T
may terminate its exclusivity in the territory in which the other party overlaps
that of the Company. In the event that AT&T proposes to sell, transfer, or
assign to a non-affiliate its PCS system owned and operated in Charlotte, NC;
Atlanta, GA; Baltimore, MD; and Washington, DC, BTAs, then AT&T will provide the
Company with the opportunity for a 180 day period to have AT&T jointly market
the Company's licenses that are included in the MTA that AT&T is requesting to
sell.
(b) LICENSE AGREEMENT
Pursuant to a Network Membership License Agreement, dated February 4,
1998 as amended, (the "License Agreement"), between AT&T and the Company, AT&T
granted to the Company a royalty-free, nontransferable, nonsublicensable,
limited right, and license to use certain Licensed Marks solely in connection
with certain licensed activities. The Licensed Marks include the logo containing
the AT&T and globe design and the expression "Member, AT&T Wireless Services
Network." The "Licensed Activities" include (i) the provision to end-users and
resellers, solely within the Territory, of Company Communications Services on
frequencies licensed to the Company for Commercial Mobile Radio Services (CMRS)
provided in accordance with the AT&T Agreement (collectively, the Licensed
Services) and (ii) marketing and offering the Licensed Services within the
Territory. The License Agreement also grants to the Company the right and
license to use Licensed Marks on certain permitted mobile phones.
The License Agreement, along with the Exclusivity and Resale
Agreements, have a fair value of $20.3 million with an estimated useful life of
10 years. Amortization commenced upon the effective date of the agreement.
(c) ROAMING AGREEMENT
Pursuant to the Intercarrier Roamer Service Agreement, dated as of
February 4, 1998 (as amended, the "Roaming Agreement"), between AT&T and the
Company, each of AT&T and the Company agrees to provide (each in its capacity as
serving provider, the "Serving Provider") wireless mobility radiotelephone
service for registered customers of the other party's (the "Home Carrier")
customers while such customers are out of the Home Carrier's geographic area and
in the geographic area where the Serving Carrier (itself or through affiliates)
holds a license or permit to construct and operate a wireless mobility
radio/telephone system and station. Each Home Carrier whose customers receive
service from a Serving Carrier shall pay to such Serving Carrier 100% of the
Serving Carrier's charges for wireless service and 100% of pass-through charges
(i.e., toll or other charges).
The fair value of the Roaming Agreement, as determined by an
independent appraisal, was $5.5 million, with an estimated useful life of 20
years. Amortization commenced upon the effective date of the agreement.
F-10
<PAGE>
(4) ACQUISITIONS
(a) SAVANNAH/ATHENS EXCHANGE
On June 8, 1999, Triton completed an exchange of certain licenses with
AT&T, transferring licenses to the Hagertown, MD and Cumberland, MD Basic
Trading Areas ("BTAs") covering 512,000 potential customers in exchange for
licenses to certain counties in the Savannah, GA and Athens, GA BTAs, which
cover 517,000 potential customers. All acquired licenses are contiguous to
Triton's existing service area. In addition, consideration of approximately
$10.4 million in Series A and Series D preferred stock was issued to AT&T.
(b) NORFOLK ACQUISITION
On December 31, 1998, the Company acquired from AT&T (the Norfolk
Acquisition) (i) an FCC license to use 20MHz of authorized frequencies to
provide broadband PCS services throughout the entirety of the Norfolk, Virginia
BTA and (ii) certain assets of AT&T used in the operation of the PCS system in
such BTA for an aggregate purchase price of approximately $111 million. The
excess of the aggregate purchase price over the fair market value of tangible
net assets acquired of approximately $46.3 million was assigned to FCC licenses
and is being amortized over 40 years. The build-out of the network relating to
the Norfolk Acquisition, including the installation of a switch, has been
completed.
The Norfolk Acquisition was funded through the use of proceeds from the
Subordinated Debt offering (see note 10); the issuance of 134,813 shares of
Series D preferred stock, valued at $14.6 million, and the issuance of 165,187
shares of Series C preferred stock valued at $16.5 million. In addition, 766,667
shares of Class A Common Stock were issued as anti-dilutive protection in
accordance with a prior agreement among the shareholders.
(c) MYRTLE BEACH ACQUISITION
On June 30, 1998, the Company acquired an existing cellular system (the
Myrtle Beach System) which serves the South Carolina 5-Georgetown Rural Service
Area (the SC-5) for a purchase price of approximately $164.5 million. The
acquisition has been accounted for using the purchase method and, accordingly,
the purchase price was allocated to the assets acquired and liabilities assumed
based upon management's best estimate of their fair value. The purchase price
was allocated to FCC licenses of approximately $123.4 million; subscriber lists
of approximately $20 million; fixed assets of approximately $24.7 million and
other net assets of $3.8 million.
The Myrtle Beach Acquisition was funded through the use of proceeds
from the Subordinated Debt offering and the issuance of 350,000 shares of Series
C preferred stock valued at $35.0 million, to certain cash equity shareholders.
In addition, 894,440 shares of Common Stock were issued as anti-dilutive
protection in accordance with a prior agreement among the shareholders.
Results of operations after the acquisition date are included in the
Statement of Operations from July 1, 1998. The following unaudited pro forma
information has been prepared assuming that this acquisition had taken place on
January 1, 1997. The pro forma information includes adjustments to interest
expense that would have been incurred to finance the purchase, additional
depreciation based on the fair market value of the property, plant and equipment
acquired, and the amortization of intangibles arising from the transaction.
<TABLE>
<CAPTION>
1997 1998
------------ -----------
Unaudited
(Dollars in thousands)
<S> <C> <C>
Net revenues $ 23,608 $ 31,116
Net loss $ 47,336 $ 44,554
Accretion of preferred stock - 6,853
Net loss available to common shareholders 47,336 51,407
Net loss per common share $ (11.68) $ (9.74)
Weighted average shares outstanding 4,053,888 5,280,173
</TABLE>
(5) TOWER SALE
On September 22, 1999, Triton sold and transferred to American Tower
Corporation ("ATC"), 187 of its towers, related assets and certain liabilities.
The purchase price was $71.1 million, reflecting a price of $380,000 per site.
Triton also contracted with ATC for an additional 100 build-to-suit towers in
addition to its current contracted 125 build-to-suit towers, and the parties
extended their current agreement for turnkey services for co-location sites
through 2001. An affiliate of an investor has acted as Tritons financial advisor
in connection with the sale of the personal communications towers.
F-11
<PAGE>
Triton also entered into a master lease agreement with ATC, in which
Triton has agreed to pay ATC monthly rent for the continued use of the space
that Triton occupied on the towers prior to the sale. The initial term of the
lease is for 12 years and the monthly rental amount is subject to certain
escalation clauses over the life of the lease and related option. Annual
payments under the operating lease are $2.7 million.
The carrying value of towers sold was $25.7 million. After deducting
$1.6 million of selling costs, the gain on the sale of the towers was
approximately $43.8 million, of which $11.7 million was recognized immediately,
and $32.1 million was deferred and will be recognized over operating lease
terms. As of December 31, 1999, $0.3 million have been amortized.
(6) STOCK COMPENSATION
In October 1997 the Company granted 3,159,416 shares of restricted
common stock to certain management employees. The shares are subject to
five-year vesting provisions. At the issuance date, the estimated value of the
shares was insignificant, and, accordingly, no deferred compensation was
recognized.
In February 1998 the Company granted 1,354,035 shares of restricted
common stock to certain employees and a common stock trust intended for future
grants to management employees and independent directors. Deferred compensation
for stock granted to employees of $0.3 million net of amounts forfeited for
shares returned to the trust, was recorded in 1998 based on the estimated fair
value at the date of issuance.
In June 1998 and December 1998 additional shares of 894,440 and
766,667, respectively were issued as anti-dilutive protection related to capital
contributions received by the Company for the Myrtle Beach and Norfolk
transactions. Deferred compensation of $2.8 million and $2.3 million
respectively, was recorded for stock granted to employees, including stock
granted out of the trust, net of forfeitures. Deferred compensation was recorded
based on the estimated value of the shares at the date of issuances.
In January 1999, the Company granted, through the trust, 61,746 shares
of restricted common stock to an employee and deferred compensation of $0.2
million was recorded. The shares are subject to five-year vesting provisions. In
March 1999, an employee terminated employment with the Company and forfeited
$0.1 million for deferred compensation and returned 74,095 shares to the trust.
On June 8, 1999, 109,222 additional shares were issued as anti-dilutive
protection related to capital contributions received by the Company in
connection with the license exchange and acquisition transaction. The shares are
subject to five-year vesting provisions. Deferred compensation of $1.2 million
was recorded based on the estimated value of the shares at the date of issuance.
On June 30, 1999, the Company granted, through the trust, 593,124
shares of restricted common stock to certain management employees. The shares
are subject to five-year vesting provisions. Deferred compensation of $8.5
million was recorded based on the estimated fair value at the date of issuance.
On August 9, 1999, the Company granted, through the trust, 356,500
shares of restricted common stock to certain management employees. These shares
are subject to vesting provisions. Deferred compensation of approximately $5.1
million was recorded based on the estimated fair value at the date of issuance.
In September 1999, the Company sold to certain directors and an
officer, subject to stock purchase agreements, an aggregate of 3,400 shares of
Series C preferred stock for a purchase price of $100.00 per share. Compensation
expense of $0.8 million was recorded based on the excess of the estimated fair
value at the date of issuance over amounts paid
(7) INTANGIBLE ASSETS
<TABLE>
<CAPTION>
December 31,
------------------------ Amortizable
1998 1999 Lives
-------- -------- ---------
(Dollars in thousands)
<S> <C> <C> <C>
PCS Licenses $ 257,799 $ 277,969 40 years
AT&T agreements 26,026 26,026 10-20 years
Subscriber lists 20,000 20,000 5 years
Bank financing 10,994 12,504 8.5-10 years
Trademark - 64 40 years
------------- ----------
</TABLE>
F-12
<PAGE>
314,819 336,563
Less: accumulated amortization (6,552) (21,025)
------------- ----------
Intangible assets, net $308,267 $315,538
============= ==========
Amortization for the year ended December 31, 1998 and 1999 totaled $5.6
and $14.5 million, respectively.
(8) SHORT-TERM DEBT
(a) CONVERTIBLE NOTES
At various dates in 1997, certain private equity investors provided $1.6 million
in financing to L.L.C. in the form of convertible promissory notes. The notes
originally bore interest at 14% annually, payable at maturity. On January 15,
1998, L.L.C. assigned the notes to the Company. The Company and the noteholders
subsequently negotiated a revised arrangement under which no interest would be
paid on the notes, which became convertible into approximately $3.2 million
worth of the Company's Series C preferred stock. The conversion of L.L.C. notes
into the Company's equity occurred on February 4, 1998. The $1.6 million
preferred return to the investors was accounted for as a financing cost during
the period the notes were outstanding.
(b) NONINTEREST-BEARING LOANS
During 1997, the Company's Cash Equity Investors provided short-term
financing in the form of $11.8 million noninterest-bearing loans. Pursuant to
the Closing Agreement, such loans were converted to equity of the Company as a
reduction of the requirements of the initial cash contributions of the
investors. No gain or loss was recognized on the conversion of the shares.
(9) LONG-TERM DEBT
December 31,
-------------------
1998 1999
-------- --------
(Dollars in thousands)
Bank credit facility $150,000 $150,000
Senior subordinated debt 313,648 350,639
Capital lease obligation 2,322 5,274
-------- --------
465,970 505,913
Less current portion of long-term debt 281 1,277
-------- --------
Long-term debt $465,689 $504,636
======== ========
The weighted average interest rate for total debt outstanding during
1998 and 1999 was 10.33% and 11.04%, respectively. The average rate at December
31, 1998 and 1999 was 10.16% and 12.38%, respectively.
(10) BANK CREDIT FACILITY
On February 3, 1998, Triton and Holdings (collectively referred to as
the "Obligors") entered into a Credit Agreement with certain banks and other
financial institutions, to establish a $425.0 million senior collateralized Bank
Credit Facility (the "Facility"). On September 22, 1999, the Obligors entered
into an amended agreement whereby the Facility was increased to $600.0 million.
The Facility provides for (i) a $175 million Tranche A term loan, maturing
August 2006, (ii) a $150 million Tranche B term loan, maturing May 2007, (iii) a
$175 million Tranche C term loan, maturing August 2006, and (iv) a $100 million
Revolving Facility, maturing August 2006.
The lenders' commitment to make loans under the Revolving Facility
automatically and permanently reduce, beginning in August 2004, in eight
quarterly reductions (the amount of each of the first two reductions, $5.0
million, the next four reductions, $10.0 million, and the last two reductions,
$25.0 million). The Tranche A and Tranche C Term Loans are required to be
repaid, beginning in February 2002, in eighteen consecutive quarterly
installments (the amount of each of the first four installments, $4,375,000, the
next four installments, $6,562,500, the next four installments, $8,750,000, the
next four installments, $10,937,500, and the last two installments,
$26,250,000). The Tranche B Term Loan is required to be repaid beginning in
February 2002, in twenty-one consecutive quarterly installments (the amount of
the first sixteen installments, $375,000, the next four installments, $7.5
million, and the last installment, $114.0 million).
F-13
<PAGE>
Loans accrue interest, at the Obligor's option, at (i) (a) the LIBOR
rate (as defined per the credit agreement) plus (b) the Applicable Rate (Loans
bearing interest described in (i), "Eurodollar Loans") or (ii) (a) the higher of
(1) the Administrative Agent's prime rate or (2) the Federal Funds Effective
Rate (as defined per the Credit Agreement) plus 0.5%, plus (b) the Applicable
Rate (Loans bearing interest described in (ii), "ABR Loans"). The Applicable
Rate means, with respect to the Tranche B Term Loan, 2.00% per annum, in the
case of an ABR Loan, and 3.00% per annum, in the case of a Eurodollar Loan, and,
with respect to Tranche A and C Term Loans and the Revolving Facility, a rate
between 0.0% and 1.25% per annum (dependent upon the Obligor's leverage ratio,
or ratio of end-of-period debt to earnings before interest, taxes, depreciation,
and amortization ("EBITDA")) in the case of an ABR Loan, and a rate between
1.00% and 2.25% per annum (dependent upon the Obligor's leverage ratio), in the
case of a Eurodollar Loan. A per annum rate equal to 2% plus the rate otherwise
applicable to such Loan will be assessed on past due principal amounts, and
accrued interest payable in arrears.
The Facility provides for an annual commitment fee between .375% and
.75% to be paid on undrawn commitments under the Tranche A and C Term Loans and
the Revolver Facility (dependent upon the level of drawn commitments). The
Obligor incurred commitment fees of approximately $2 million in both 1998 and
1999. Under the Facility, the Obligor must also fix or limit the interest cost
with respect to at least 50% of its total outstanding indebtedness. At December
31, 1999, approximately 85% of the outstanding debt was fixed. At December 31,
1999 committed availability under the Facility was $450 million.
All obligations of the Obligor under the Facilities are unconditionally
and irrevocably guaranteed by each existing and subsequently acquired or
organized domestic subsidiary of the Company. Borrowings under the Facility, and
any related hedging contracts provided by the lenders thereunder, are
collateralized by a first priority lien on substantially all of the assets of
the Company and each existing and subsequently acquired or organized domestic
subsidiary of the Company, including a first priority pledge of all the capital
stock held by Holdings, or any of its subsidiaries, provided that the pledge of
shares of foreign subsidiaries may be limited to 65% of the outstanding shares
of such foreign subsidiaries. The PCS Licenses will be held by one or more
single purpose subsidiaries of the Company and will not be pledged to secure the
obligations of the Company under the Facility, although the equity interests of
such subsidiaries will be pledged thereunder. Each single purpose subsidiary
will not be allowed, by the Company, to incur any liabilities or obligations
other than the Bank Facility Guarantee issued by it, the security agreement
entered into by it in connection with the Facility, and, in the case of any
single purpose subsidiary established to hold real estate, liabilities incurred
in the ordinary course of business of such subsidiary which are incident to
being the lessee of real property of the purchaser, owner or lessee of
equipment, and taxes and other liabilities incurred in the ordinary course in
order to maintain its existence.
The Facility contains financial and other covenants, customary for a
facility of this type, including covenants relating to the population covered by
the Company's network, number of subscribers and level of service revenue
generated, the amount of indebtedness that the Company may incur including
customary representations, warranties, indemnities and conditions precedent to
borrowing, limitations on dividends, distributions, redemptions and repurchases
of capital stock, and events of default.
The Term Loans are required to be prepaid, and commitments under the
Revolving Facility reduced, in an aggregate amount equal to (i) 50% of excess
cash flow of each fiscal year commencing with the fiscal year ending December
31, 2001, (ii) 100% of the net proceeds of asset sales, outside the ordinary
course of business, or otherwise precluded, (iii) unused insurance proceeds, as
defined per the Credit Agreement, (iv) 100% of net cash proceeds received from
additional debt issuance, over and above the first $150.0 million (senior and/or
subordinated) which the Company may subsequently incur pursuant to the build-out
of its PCS network, and (v) 50% of the net cash proceeds received from
additional equity issuances other than (1) in connection with certain Equity
Commitments, and (2) in the case of (iv) and (v), if, after giving effect to
such issuance(s), (a) the Company's ratio of senior debt to EBITDA is less than
5 to 1 and (b) the Company is in pro forma compliance with required Credit
Facility covenants.
Loans under the Facility are available to fund capital expenditures
related to the construction of the Company's PCS network, the acquisition of
related businesses, working capital needs of the Company, subscriber acquisition
costs, and other permitted business activities, as defined per the Credit
Agreement. All indebtedness under the Facility constitutes debt which is senior
to the Company's 11% Senior Subordinated Discount Notes.
(11) SUBORDINATED DEBT
On May 7, 1998, Triton completed an offering (the "Offering") of $512
million of 11% Senior Subordinated Discount Notes ("the Notes"), pursuant to
Rule 144A of the Securities Act of 1933, as amended. The net proceeds of the
Offering (after deducting an Initial Purchaser's Discount of $9 million) were
approximately $291 million.
Commencing on November 1, 2003, cash interest will be payable
semiannually. Each Note was offered at an original issue discount. Although cash
interest will not be paid prior to May 1, 2003, the original issue discount will
accrue from the issue date to May 1, 2003.
Triton's publicly held notes may be redeemed at the option of Triton,
in whole or in part, at various points in time after May 1, 2003 at redemption
prices specified in the indenture governing the notes plus accrued and unpaid
interest, if any.
F-14
<PAGE>
The Notes are guaranteed on a joint and several basis by all of the
subsidiaries of Triton but are not guaranteed by Holdings. The Guarantees are
unsecured obligations of the guarantors, and are subordinated in right to the
full payment to all senior debt of the guarantors, including all of their
obligations under their guarantees of the Credit Facility.
Upon a change in control, each holder of the Notes may require Triton
to repurchase such Holder's Notes, in whole or in part, at a purchase price
equal to 101% of the accreted value thereof or the principal amount at maturity,
as applicable, plus accrued and unpaid interest to the purchase date.
The debt principal begins to mature in 2003 and is fully repaid in
2008.
(12) INCOME TAXES
There was no income tax benefit recorded in 1999. The income tax benefit for the
year ended December 31, 1998 consists of the following:
Current Deferred Total
-------------------------------------------
US Federal $ - $ 7,054 $ 7,054
State $ - $ 482 $ 482
-------------------------------------------
$ - $ 7,536 $ 7,536
-------------------------------------------
The income tax benefit differs from those computed using the statutory U.S.
Federal income tax rate as set forth below:
<TABLE>
<CAPTION>
1998 1999
---------- ----------
<S> <C> <C>
U.S. Federal statutory rate 35.00% 35.00%
State income taxes, net of federal benefit 0.80% 0.00%
Change in federal valuation allowance (16.56%) (34.12%)
Other, net (0.53%) (0.88%)
---------- ----------
Effective Tax Rate 18.71% 0.00%
========== ==========
The tax effects of significant temporary differences that give rise to
significant portions of the deferred tax assets and deferred tax liabilities are
as follows:
1998 1999
---------- ----------
Deferred tax assets:
Non-deductible accrued liabilities $ 1,049 $ 411
Capitalized startup costs 2,736 2,176
Deferred gain - 12,465
Net operating loss carryforward 16,022 76,607
---------- ---------
19,807 91,659
Valuation allowance (8,506) (66,684)
Net deferred tax assets 11,301 24,975
---------- ---------
Deferred liabilities
Intangible assets 21,438 23,173
Capitalized interest 1,150 1,139
Depreciation and amortization 376 12,326
---------- ---------
Deferred tax liabilities 22,964 36,638
---------- ---------
Net deferred tax liabilities $11,663 $11,663
========== =========
</TABLE>
In assessing the realizability of deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred tax
assets will not be realized. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income during the periods in
which those temporary differences become deductible. Management believes it is
more likely than not the Company will realize the benefits of the deferred tax
assets, net of the existing valuation allowance at December 31, 1999.
F-15
<PAGE>
(13) FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair value estimates, assumptions, and methods used to estimate the
fair value of the Company's financial instruments are made in accordance with
the requirements of Statement of Financial Accounting Standards No. 107,
Disclosures about Fair Value of Financial Instruments. The Company has used
available market information to derive its estimates. However, because these
estimates are made as of a specific point in time, they are not necessarily
indicative of amounts the Company could realize currently. The use of different
assumptions or estimating methods may have a material effect on the estimated
fair value amounts.
<TABLE>
<CAPTION>
December 31,
----------------------------------------------------
1998 1999
---------------------- -------------------------
Carrying Estimated Carrying Estimated
amount fair value amount fair value
---------------------- -------------------------
(in thousands)
<S> <C> <C> <C> <C>
Interest rate swaps - 623 - 2,547
Long-term debt:
Subordinated debt 313,648 239,355 350,639 363,512
Bank term loan 150,000 150,000 150,000 150,000
Capital leases 2,322 2,322 5,274 5,274
Marketable securities 23,612 23,612 -- --
</TABLE>
The carrying amounts of cash and cash equivalents, accounts and notes
receivable, bank overdraft liability, accounts payable and accrued expenses are
a reasonable estimate of their fair value due to the short-term nature of the
instruments.
The fair value of marketable securities is estimated based on quoted
market prices. We did not hold any marketable securities at December 31, 1999.
At December 31, 1998, marketable securities consisted of the following:
<TABLE>
<CAPTION>
Unrealized
Cost Fair value Gain (loss)
---- ---------- ----------
(in thousands)
<S> <C> <C> <C>
Available for sale securities:
Debt securities due in one year or less $23,612 $23,612 -
</TABLE>
Long-term debt is comprised of subordinated debt, bank loans, and
capital leases. The fair value of subordinated debt is stated at quoted market
value. The carrying amount of bank loans are a reasonable estimate of its fair
value because market interest rates interest are variable. Capital leases are
recorded at their net present value, which approximates fair value.
The Company enters into interest rate swaps to hedge against the effect
of interest rate fluctuation on the variable portion of its debt. We do not hold
or issue financial instruments for trading or speculative purposes. A 100 basis
point fluctuation in market rates would not have a material effect on the
Company's overall financial condition.
As of December 31, 1999 the Company had two interest rate swap transactions
outstanding as follows:
<TABLE>
<CAPTION>
Term Notional Fixed Rate Variable Rate Net Receivable Fair Value
- ---- -------- ---------- ------------- -------------- ----------
<S> <C> <C> <C> <C> <C>
12/8/98-12/4/03 $35,000,000 4.805% 6.12% $33,272 $1,154,014
12/8/98-12/4/03 $40,000,000 4.760% 6.12% $39,325 $1,393,070
</TABLE>
As of December 31, 1999, aggregate non-amortizing swap notional was $75 million.
The Company pays a fixed rate and receives 3-Month USD-LIBOR-BBA. Net interest
positions are settled quarterly. Swap counter-parties are major commercial
banks.
Management believes that determining a fair value for the Company's preferred
stock is impractical due to the closely held nature of these investments.
(14) RELATED-PARTY TRANSACTIONS
The Company is associated with Triton Cellular Partners L.P. (Triton
Cellular) by virtue of certain management overlap. As part of this association,
certain costs are incurred on behalf of Triton Cellular and subsequently
reimbursed to the Company.
F-16
<PAGE>
Such costs totaled $148,000, $482,000 and $2.2 million during 1997, 1998 and
1999, respectively. In addition, pursuant to an agreement between the Company
and Triton Cellular, allocations for management services rendered are charged to
Triton Cellular. Such allocations totaled $469,000 and $505,000 for 1998 and
1999, respectively. The outstanding balance at December 31, 1998 and 1999 was
$951,000 and $1.0 million, respectively. The Company expects settlement of these
outstanding charges during 2000.
In January 1998, we entered into a master service agreement with a
related party pursuant to which the related party will provide Triton with radio
frequency design and system optimization support services.
In February 1998, Triton entered into a credit facility for which
affiliates of certain investors serve as agent and lenders. In connection with
execution of the credit facility, the agent and lenders receive customary fees
and expenses.
In May 1998, Triton consummated a private offering of senior
subordinated notes. Affiliates of several cash investors were initial purchasers
in the private offering and received a placement fee of $6.3 million.
(15) COMMITMENTS AND CONTINGENCIES
(a) LEASES
The Company has entered into various leases for its offices, land for
cell sites, cell sites, and furniture and equipment under capital and operating
leases expiring through 2027. The Company has various capital lease commitments
of approximately $5.3 million as of December 31, 1999. As of December 31, 1999,
the future minimum rental payments under these lease agreements having an
initial or remaining term in excess of one year were as follows:
<TABLE>
<CAPTION>
Operating Capital
--------- -------
(in thousands)
<S> <C> <C> <C>
2000 $21,755 $ 1,582
2001 21,247 1,572
2002 20,709 1,475
2003 19,236 1,115
2004 7,288 297
Thereafter 116,754 -
------- --------
Total $206,989 6,041
========
Interest expense 767
--------
Net present value of future payments 5,274
Current portion of capital lease obligation 1,277
--------
$3,997
========
</TABLE>
Rent expense under operating leases was $3.0 million and $13.2 million
for the year ended December 31, 1998 and 1999, respectively.
(b) LITIGATION
The Company has been involved in litigation relating to claims arising
out of its operations in the normal course of business. The Company does not
believe that an adverse outcome of any of these legal proceedings will have a
material adverse effect on the Company's results of operations.
(16) PREFERRED STOCK AND SHAREHOLDERS' EQUITY
(a) CAPITAL CONTRIBUTIONS
On February 4, 1998, pursuant to the Securities Purchase Agreement, the
Company issued $140.0 million of equity to certain institutional investors and
management shareholders in exchange for irrevocable capital commitments
aggregating $140.0. The Securities Purchase Agreement provided that the cash
contributions be made to the Company. The Company directed that all cash
contributions subsequent to the initial cash contributions be made directly to
Triton. All contributions have been received as of December 31, 1999.
F-17
<PAGE>
(b) PREFERRED STOCK
The Series A preferred stock ("Series A") is convertible into common
stock at the option of the holders after the 8th anniversary of its issuance.
The conversion rate for each share of Series A is equal to its accreted value
divided by the then fair market value of the Company's common stock.
The holders of the Series A are entitled to 10% cumulative annual
dividends, payable quarterly. At December 31, 1999, cumulative dividends accrued
and classified as a component of preferred stock in the accompanying balance
sheet are $15.6 million. The Company may defer payment of the dividends until
the 42nd payment due date, at which time all deferred dividend payments must be
made. The Series A is redeemable at its accreted value at the option of the
Company after the 10th anniversary of its issuance. The Series A is redeemable
at the option of the holders after the 20th anniversary of its issuance. The
Series A and the Series B preferred stock ("Series B") are on a parity basis
with respect to dividend rights and rights on liquidation and senior to all
other classes of preferred or common stock of the Company. The Series A holders
do not have any voting rights, except as required by law or in certain
circumstances, but have the right to nominate one director.
In the event that there is a disqualifying transaction, the Company has
the right to cause AT&T to exchange certain shares of its Series A convertible
preferred stock into Series B preferred stock. The Series B preferred stock has
dividend rights equal to that of the Series A. The Series B is not convertible
into any other security of the Company. The Series B is redeemable at its
accreted value, at the option of the Company. The Series B holders do not have
any voting rights.
The Series C Preferred Stock ("Series C") converted into Class A common
stock on a 23:1 basis, subject to adjustments, in connection with Triton's
initial public offering.
In December 1998, the Company redeemed from a certain equity investor,
and simultaneously sold for the same amount to certain other equity investors,
approximately 35,600 shares of the Company's Series C Preferred Stock for
approximately $3,560,000.
The Series D is convertible into an equivalent number of shares of
Series C at the option of the holder. The holders of the Series D do not have
any voting rights. Upon liquidation or dissolution, the holders of the Series D
have a liquidation preference of $100 per share, subject to adjustment and rank
senior to the Series C and the common stock.
In September 1999, the company sold to certain directors and an
officer, subject to stock purchase agreements, an aggregate of 3,400 shares of
Series C preferred stock for a purchase price of $100.00 per share. Compensation
expense of $0.8 million was recorded based on the estimated fair value at the
date of issuance.
(c) STOCK SPLIT
In October 1999, the board of directors approved a 23-for-1 stock split
of its common stock effective immediately prior to the initial public offering.
All common stock share data have been retroactively adjusted to reflect this
change.
(d) INITIAL PUBLIC OFFERING
On October 27, 1999, the Company completed an initial public offering
of shares of its Class A common stock and raised approximately $190.2 million,
net of $16.8 million of costs. Affiliates of Affordable Housing Community
Development Corporations and J.P. Morgan Investment Corporation, each of which
beneficially owns more than 5% of the Company's stock, served as underwriters
and received underwriter's fees in connection with the initial public offering.
(17) 401(K) SAVINGS PLAN
The Company sponsors a 401(k) Savings Plan which permits employees to make
contributions to the Savings Plan on a pre-tax salary reduction basis in
accordance with the Internal Revenue Code. Substantially all full-time employees
are eligible to participate in the next quarterly open enrollment after 90 days
of service. The Company matches a portion of the voluntary employee
contributions. The cost of the Savings Plan charged to expense was $65,000 in
1998 and $482,400 in 1999.
F-18
<PAGE>
<TABLE>
<CAPTION>
(18) SUPPLEMENTAL CASH FLOW INFORMATION
1998 1999
--------- --------
(in thousands)
<S> <C> <C>
Cash paid during the year for interest, net of amounts capitalized. $ 8,150 $ 4,111
Non-cash investing and financing activities:
Equipment acquired under capital lease obligation 2,529 3,456
Capital contribution in connection with conversion of
short-term debt to equity. 13,362 -
Issuance of Preferred stock in connection with Norfolk
Acquisition 14,555 -
Issuance of Preferred stock in connection with AT&T
transaction net of deferred taxes 100,947 -
Issuance of Preferred stock in connection with
Savannah/Athens Transaction - 10,432
Capital expenditures included in accounts payable 21,027 26,145
</TABLE>
F-19
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
None.
PART III
<TABLE>
<CAPTION>
ITEM 10. EXECUTIVE OFFICERS AND DIRECTORS
Name Age Position
---- --- --------
<S> <C>
Michael E. Kalogris............................ 50 Chairman of the Board of Directors and Chief
Executive Officer
Steven R. Skinner.............................. 57 President, Chief Operating Officer and Director
David D. Clark ................................ 35 Executive Vice President, Chief Financial Officer
Stephen J. McNulty ............................ 46 President and General Manager of Triton's
Mid-Atlantic region
Michael C. Mears .............................. 44 President and General Manager of Triton's Southern
region
Scott I. Anderson.............................. 41 Director
Arnold Chavkin................................. 48 Director
John D. Beletic................................ 48 Director
Mary Hawkins-Key............................... 48 Director
John W. Watkins................................ 38 Director
</TABLE>
SCOTT I. ANDERSON has served as a Director of Triton since February
1998. He is currently a member of the board of directors of TeleCorp PCS, Tritel
Communications, Wireless Facilities, Inc., Telephia, Inc. and Xypoint and a
principal of Cedar Grove Partners, LLC and Cedar Grove Investments. Mr. Anderson
was previously Senior Vice President for Acquisitions and Development at AT&T
Wireless Services, Inc., formerly McCaw Cellular Communications, Inc., which he
joined in 1986, and a director of Horizon Cellular Group.
ARNOLD CHAVKIN has served as a Director of Triton since February 1998.
Mr. Chavkin is also a member of the advisory board of Triton Cellular Partners,
L.P. and is a director of American Tower Corporation, Encore Acquisition
Partners, Inc., Hallmark Entertainment Network, R&B Falcon Corporation, SMG,
Inc. and U.S. Silica Company. He also serves on the Advisory Investment Boards
of Richina Group, the Indian Private Equity Fund and the Asia Development
Partners Fund. Mr. Chavkin has been a General Partner of Chase Capital Partners
since January 1992. Prior to joining Chase Capital Partners, he was a member of
Chemical Bank's merchant banking group and a generalist in its corporate finance
group specializing in mergers and acquisitions and private placements for the
energy industry.
JOHN D. BELETIC has served as a Director of Triton since February 1998.
Mr. Beletic currently serves as Chairman and Chief Executive Officer of WebLink
Wireless, Inc. which he joined in March 1992. He also serves as a director of
Tessco Technologies Inc., iPass Inc. and the Personal Communication Industry
Association.
MARY HAWKINS-KEY has served as a Director of Triton since January 1999.
Ms. Hawkins-Key is the Senior Vice President of Partnerships, Integrations and
New Market Launches for AT&T Wireless Services. Ms. Hawkins-Key joined AT&T
Wireless in 1995. She is a director of TeleCorp PCS and a member of the partner
committee for CMT Partners.
MICHAEL E. KALOGRIS has served as Chairman and Chief Executive Officer
of Triton since its inception. Mr. Kalogris was previously President and Chief
Executive Officer of Horizon Cellular Group, which he joined October 1, 1991.
Under Mr. Kalogris' leadership, Horizon Cellular Group became the fifth-largest
independent cellular company in the United States, specializing in suburban
markets and small cities encompassing approximately 3.2 million potential
customers, and was sold for approximately $575.0 million. Prior to joining
Horizon Cellular Group, Mr. Kalogris served as President and Chief Executive
Officer of Metrophone, a cellular carrier in Philadelphia, the nation's
fourth-largest market. Mr. Kalogris is a member of the board of directors of the
Cellular Telecommunications Industry Association and serves on its Public Policy
Committee. He is also a member of the advisory board of Waller Capital Media
Partners.
26
<PAGE>
STEVEN R. SKINNER has served as President, Chief Operating Officer and
a Director of Triton since its inception. Mr. Skinner previously served as the
Vice President of Operations and Chief Operating Officer of Horizon Cellular
Group beginning in January of 1994. From March 1992 through December 1993, Mr.
Skinner served as Vice President of Acquisitions for Horizon Cellular Group.
From January 1991 to March 1992, he served as a consultant in the area of
cellular acquisitions to Norwest Venture Capital Management, Inc. and others.
From August 1987 to January 1991, he served as President and General Manager of
Houston Cellular Telephone Company. Prior to joining Houston Cellular, he served
as a General Manager of Cybertel, Inc., a non-wireline carrier serving St.
Louis. Mr. Skinner has also been active in the National CellularOne Group, most
recently acting as Chairman of the Advisory Committee.
JOHN W. WATKINS has served as a Director of Triton since February 1998.
Mr. Watkins serves as a member of the advisory boards of FrontierVision
Partners, L.P. and Triton Cellular Partners, L.P. and as a director of eBiz.net,
Advanced TelCom Group, Kelmscott Communications and Western Integrated Networks.
Mr. Watkins manages J.P. Morgan's private equity investment activities in the
communications industries. He is a Managing Director and an officer of J.P.
Morgan Capital Corporation. Previously, Mr. Watkins was a director of Horizon
Cellular Group, Prism Radio Partners, L.P., Columbia River Cellular Partners,
L.P. and Savvis Communications Corporation.
DAVID D. CLARK, 35, has served as Executive Vice President, Chief
Financial Officer and Secretary of Triton since its inception. Before joining
Triton, he was a Managing Director at Furman Selz L.L.C. specializing in
communications finance, which he joined in February 1996. Prior to joining
Furman Selz, Mr. Clark spent over ten years at Citibank N.A. and Citicorp
Securities Inc. as a lending officer and a high yield finance specialist. Mr.
Clark is also the Chief Financial Officer of Triton Cellular Partners, L.P.
STEPHEN J. MCNULTY, 46, has served as President and General Manager of
Triton's Mid-Atlantic region since July 1998. Before joining Triton, he was Vice
President Central/West Operations with United States Cellular in Chicago,
Illinois. Mr. McNulty previously served as Vice President of Marketing for
ALLTEL Communications from February 1994 to May 1997.
MICHAEL C. MEARS, 44, has served as President and General Manager of
Triton's Southern region since its inception. Mr. Mears previously served as the
Vice President and General Manager of American Telecommunications Inc. from June
1995 until April 1997. Before that, Mr. Mears was the Regional and Area General
Manager of GTE Corp., serving in that capacity from October 1992 to June 1995.
From 1986 to 1992, Mr. Mears served as Regional and Area General Manager for the
Providence Journal Company's Cellular One properties.
ITEM 11. EXECUTIVE COMPENSATION AND EMPLOYMENT AGREEMENTS
<TABLE>
<CAPTION>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
-------------------
RESTRICTED ALL OTHER
NAME PRINCIPAL POSITION YEAR SALARY BONUS STOCK AWARDS (1) COMPENSATION
---- ------------------ ---- ------ ----- ---------------- ------------
<S> <C> <C> <C> <C> <C>
Michael E. Kalogris Chairman of the Board of 1999 $373,967 $350,000 $792,942
Directors and Chief 1998 $350,000 $350,000 $11,959,963 --
Executive Officer
Steven R. Skinner President and Chief 1999 $267,236 $250,000 $594,707
Operating Officer 1998 $225,000 $225,000 $8,969,973 --
Clyde Smith (2) Executive Vice President 1999 $238,313 $114,000 $1,480,716 $166,119(3)
and Chief Technical 1998 $205,051 $220,000 $1,778,271 $ 16,941
Officer
David D. Clark. Executive Vice 1999 $208,231 $200,000 $2,957,471
President, Chief 1998 $190,000 $190,000 $3,334,260 --
Financial Officer and
Secretary
Stephen J. McNulty President and General 1999 $168,554 $176,000 $2,166,243
Manager of the 1998 $79,800 $100,000 -- $ 10,237
Mid-Atlantic Region
</TABLE>
27
- ----------
<PAGE>
(1) Consists of 1,508,549 and 444,004 restricted shares of Triton's Class A
common stock awarded during 1998 and 1999, respectively, that vest over
a five-year period commencing February 4, 1998 with an aggregate value
of $68,367,440 and $20,122,261, respectively, based upon the closing
price of the Class A common stock on December 31, 1999. A significant
portion of these shares remain subject to forfeiture at December 31,
1999. See "Security Ownership of Management and Certain Beneficial
Owners." Mr. Kalogris' and Mr. Skinner's awards vest as follows: 10%
vested as of February 4, 1998, 5% vested during 1999 in connection with
the completion of Phase I of Triton's build-out and 17% vest per year
for five years beginning February 4, 1999. Mr. Smith's awards vest as
follows: 17% vest per year for five years beginning February 4, 1999
and 15% vest based upon performance measures to be determined. Mr.
Clark's and Mr. McNulty's awards vest as follows: 20% per year for five
years beginning February 4, 1999. Notwithstanding the vesting schedules
set forth above, all restricted shares vest in specified circumstances
constituting a change of control.
(2) Mr. Smith resigned from Triton on February 25, 2000. See "Employment
Agreements."
(3) Relocation payment.
Several executive officers were issued shares of restricted stock in
connection with the consummation of Triton's joint venture with AT&T, the
Norfolk acquisition, the Myrtle Beach acquisition and the license exchange with
AT&T. In addition, several executive officers were issued restricted stock under
the amended and restated common stock trust agreement for management employees
and independent directors dated June 26, 1998. 518,798 shares, or .97% of
Triton's total outstanding Class A common stock, is currently held in trust
under this common stock trust agreement of which Michael E. Kalogris is the
trustee. The trustee is required to distribute stock from the trust to
management employees and independent directors as directed in writing by
executive management with the authorization of the Compensation Committee of the
Board of Directors. Triton's Compensation Committee of the Board of Directors
determines at its discretion which persons shall receive awards and the amount
of such stock awards. Triton's stock and incentive plan governs the shares and
letter agreements previously issued and to be issued from the trust established
pursuant to the common stock trust agreement.
EMPLOYMENT AGREEMENTS
MICHAEL E. KALOGRIS. On February 4, 1998, Triton entered into an
employment agreement with Michael E. Kalogris, Chairman of Triton's Board of
Directors and Chief Executive Officer. Mr. Kalogris' employment agreement has a
term of five years unless the agreement is terminated earlier by either Mr.
Kalogris or Triton. Mr. Kalogris may terminate his employment agreement:
o at any time at his sole discretion upon 30 days' prior written
notice; and
o immediately, upon written notice for good reason, which includes:
(a) if there is a change of control, as defined in the employment
agreement;
(b) if Mr. Kalogris is demoted, removed or not re-elected as
Chairman of Triton's Board of Directors. However, so long as
Mr. Kalogris remains a member of Triton's Board of Directors
and Triton's Chief Executive Officer, it is not considered
good reason if Mr. Kalogris is no longer Chairman of Triton's
Board of Directors;
(c) there is a material diminishment of Mr. Kalogris'
responsibilities, duties or status and that diminishment is
not rescinded within 30 days after receiving written notice of
the diminishment;
(d) Triton fails to pay or provide benefits to Mr. Kalogris when
due and does not cure that failure within 10 days of receiving
written notice of that failure;
(e) Triton relocates its principal offices more than 30 miles from
Malvern, Pennsylvania without the consent of Mr. Kalogris; or
(f) Triton purports to terminate Mr. Kalogris for cause for any
reason other than those permitted as for cause reasons under
the employment agreement.
28
<PAGE>
Triton may terminate Mr. Kalogris' employment agreement:
o at any time, upon written notice, without cause at Triton's sole
discretion;
o for cause; or
o upon the death or disability of Mr. Kalogris.
If Mr. Kalogris terminates the employment agreement for good reason
other than due to a change of control, or Triton terminates the employment
agreement without cause, Mr. Kalogris is entitled to receive the following
severance benefits:
o $1.0 million;
o up to an additional $0.5 million if he is unable to secure
employment in a senior executive capacity by the second
anniversary of the date of termination;
o the vesting of some of his unvested shares as follows:
(a) if the termination occurs before February 4, 2001, 50% of all
shares of Class A common stock that are unvested under the
employment agreement as of such date will vest;
(b) if the termination occurs between February 4, 2001 and
February 3, 2002, 25% of the unvested shares will vest; and
(c) if the termination occurs after such period, none of the
unvested shares will vest.
Triton will also allow Mr. Kalogris to participate in all health,
dental, disability and other benefit plans maintained by Triton for a period of
two years following the date of termination of the employment agreement.
If Mr. Kalogris' employment is terminated on or after the initial
five-year term of the employment agreement or due to Triton's failure to renew
the agreement, Triton will pay him a severance benefit in the amount of his base
salary at that time. Mr. Kalogris' employment agreement provides for an initial
annual base salary of $350,000, subject to annual increases at the discretion of
the Compensation Committee of the Board of Directors, and an annual bonus in an
amount up to 100% of his base salary based on Triton's performance. Mr. Kalogris
is also entitled to acquire shares of Triton's Series A common stock under a
stock purchase plan that may be created under the terms of the employment
agreement and is required to invest 30% of any amounts he receives on account of
an annual bonus in excess of 50% of his base salary toward the purchase of such
shares.
In the event of any change of control, regardless of whether Mr.
Kalogris terminates the employment agreement, all of his previously unvested
shares will vest immediately.
STEVEN R. SKINNER. On February 4, 1998, Triton entered into an
employment agreement with Steven R. Skinner, Triton's President and Chief
Operating Officer. The employment agreement has a term of five years unless
terminated earlier by either Mr. Skinner or Triton. Mr. Skinner may terminate
his employment agreement:
o at any time at his sole discretion upon 30 days' prior written
notice; and
o immediately, upon written notice for good reason, which includes:
(a) if there is a change of control, as defined in the employment
agreement;
(b) if Mr. Skinner is demoted;
(c) there is a material diminishment of Mr. Skinner's
responsibilities, duties or status and that diminishment is
not rescinded within 30 days after receiving written notice of
the diminishment;
29
<PAGE>
(d) Triton fails to pay or provide benefits to Mr. Skinner when
due and does not cure that failure within 10 days of receiving
written notice of that failure;
(e) Triton relocate its principal offices more than 30 miles from
Malvern, Pennsylvania without the consent of Mr. Skinner; or
(f) Triton purports to terminate Mr. Skinner for cause for any
reason other than those permitted as for cause reasons under
the employment agreement.
Triton may terminate the employment agreement:
o at any time, upon written notice, at Triton's sole discretion;
o for cause; or
o upon the death or disability of Mr. Skinner.
If Mr. Skinner terminates the employment agreement for good reason
other than due to a change of control, or Triton terminates the employment
agreement without cause, Mr. Skinner is entitled to receive the following
severance benefits:
o $675,000;
o up to an additional $337,500 if he is unable to secure employment
in a senior executive capacity by the second anniversary date of
the termination of the agreement;
o the vesting of some of his unvested shares as follows:
(a) if the termination occurs before February 4, 2001, 50% of all
shares of Class A common stock that are unvested under the
employment agreement as of that date will vest;
(b) if the termination occurs between February 4, 2001 and
February 3, 2002, 25% of the unvested shares will vest; and
(c) if the termination occurs after such period, none of the
unvested shares will vest; and
o Triton will allow Mr. Skinner to participate in all health,
dental, disability and other benefit plans maintained by Triton
for a period of two years following the date of termination of the
agreement.
If Mr. Skinner's employment is terminated on or after the initial
five-year term of the employment agreement, or due to Triton's failure to renew
the employment agreement, Triton will pay Mr. Skinner a severance benefit in the
amount of his base salary at that time. Mr. Skinner's employment agreement
provides for an initial annual base salary of $225,000, subject to annual
increases at the discretion of the Compensation Committee of the Board of
Directors, and an annual bonus in an amount up to 100% of his base salary based
on Triton's performance. Mr. Skinner is also entitled to acquire shares of
Triton's Series A common stock under a stock purchase plan and is required to
invest 30% of any amounts he receives on account of an annual bonus in excess of
50% of his base salary toward the purchase of such shares.
In the event of any change of control, regardless of whether Mr.
Skinner terminates the employment agreement, all of his previously unvested
shares will vest immediately.
CLYDE SMITH. Effective February 25, 2000, Mr. Smith resigned from his
position as Executive Vice President of Triton. Pursuant to his employment
agreement, and subsequent separation agreement, Mr. Smith will receive total
severance compensation of $409,000 and 51,896 of his unvested shares.
ITEM 12. SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following table sets forth, as of March 15, 2000, the number of
shares of Class A common stock beneficially owned by (i) each director, (ii)
each executive officer, (iii) all executives officers and directors
30
<PAGE>
as a group and (iv) each of Triton's stockholders who, based on Triton's
records, was known to Triton to be the beneficial owner, as defied in Rule 13d-3
under the Securities Exchange Act of 1934, of more than 5% of the Class A common
stock.
<TABLE>
<CAPTION>
NUMBER OF VOTING PERCENTAGE OF VOTING
NAME AND ADDRESS OF BENEFICIAL OWNER (1) SHARES SHARES
- ---------------------------------------- BENEFICIALLY BENEFICIALLY
OWNED OWNED
------------------ -------------------
<S> <C> <C>
Michael E. Kalogris........................................... 3,147,673(8) 5.9%
Steven R. Skinner............................................. 1,942,906(9) 3.6
David D. Clark................................................ 349,541(10) *
Stephen McNulty............................................... 127,347(11) *
Michael C. Mears.............................................. 122,347(12) *
Daniel E. Hopkins............................................. 70,366(13) *
Scott I. Anderson............................................. 22,643(14) *
John D. Beletic............................................... 56,343 *
Arnold Chavkin (2)............................................ -- --
Mary Hawkins-Key.............................................. -- --
John W. Watkins (3)........................................... -- --
CB Capital Investors, LLC (2)................................. 12,270,744 22.9
J.P. Morgan Investment Corporation (3)........................ 2,578,772(15) 4.8
Desai Capital Management Incorporated (4)..................... 11,902,744(16) 22.2
Toronto Dominion Capital (U.S.A.), Inc. (5)................... 2,975,698 5.5
First Union Affordable Housing Community Development
Corporation (6)............................................... 4,079,877 7.6
AT&T Wireless PCS (7)......................................... 12,504,720(17) 18.9
All directors and executive officers as a group (11 persons).. 5,839,166 10.9
</TABLE>
- ----------
* Represents less than 1%.
(1) Unless otherwise indicated, the address of each person listed in this
table is c/o Triton Management Company, 1100 Cassatt Road, Berwyn,
Pennsylvania 19312.
(2) Effective January 1, 2000, (i) CB Capital Investors, LLC became the
successor to CB Capital Investors, L.P., (ii) CB Capital Investors,
Inc. became the managing member of CB Capital Investors, LLC and (iii)
Chase Capital Partners became the manager, by delegation, of CB Capital
Investors, LLC pursuant to an advisory agreement with CB Capital
Investors, Inc. Mr. Chavkin is a vice president of CB Capital
Investors, Inc. and a general partner of Chase Capital Partners. Mr.
Chavkin disclaims beneficial ownership of such shares, except to the
extent of his pecuniary interest therein. The address of CB Capital
Investors, LLC is c/o Chase Capital Partners is 380 Madison Avenue,
New York, New York 10017.
(3) Mr. Watkins is a managing director and an officer of J.P. Morgan
Investment Corporation. Mr. Watkins disclaims beneficial ownership of
any such shares. The address of J.P. Morgan is 101 California Street,
38th Floor, San Francisco, California 94111.
(4) The address of Desai Capital Management Incorporated is 540 Madison
Avenue, New York, New York 10022.
(5) The address of Toronto Dominion Capital (U.S.A.), Inc. is 909 Fannin,
Suite 1700, Houston, Texas 77010.
(6) The address of First Union Affordable Housing Community Development
Corporation is One First Union Center, 301 S. College Street, 5th
Floor, Charlotte, North Carolina 28288.
(7) The address of AT&T Wireless PCS is c/o AT&T Wireless Services, Inc.,
7277 164th Avenue, N.E., Redmond, Washington 98052.
(8) Includes 518,798 shares of Class A common stock held by Mr. Kalogris as
trustee under an amended and restated common stock trust agreement for
management employees and independent directors, dated June 26, 1998,
under which Triton will distribute Class A common stock to management
employees and independent directors. 1,282,076 of the 2,628,875 shares
of Class A common stock directly held by Mr. Kalogris are subject to
forfeiture in accordance with Mr. Kalogris' employment agreement over a
five-year period.
(9) 961,557 of the 1,942,906 shares of Class A common stock are subject to
forfeiture according to the terms of Mr. Skinner's employment
agreement.
(10) 274,125 of the 349,541 shares of Class A common stock are subject to
forfeiture according to the terms of letter agreements, dated as of
February 4, 1998 and August 9, 1999, between Triton and Mr. Clark.
(11) 95,208 of the 127,347 shares of Class A common stock are subject to
forfeiture according to the terms of letter agreements, dated as of
January 11, 1999 and August 9, 1999, between Triton and Mr. McNulty.
31
<PAGE>
(12) 95,208 of the 122,347 shares of Class A common stock are subject to
forfeiture according to the terms of letter agreements, dated as of
February 4, 1998 and August 9, 1999, between Triton and Mr. Mears.
(13) 42,366 of the 70,366 shares of Class A common stock are subject to
forfeiture according to the terms of a letter agreement, dated as of
July 15, 1999, between Triton and Mr. Hopkins.
(14) Mr. Anderson is a principal of Cedar Grove Partners, LLC. He disclaims
beneficial interest of the 23,000 shares owned directly by Cedar Grove
Partners, LLC, except to the extent of his pecuniary interest therein.
(15) Includes 122,663 shares of Class A common stock held by Sixty Wall
Street SBIC Fund, L.P., an affiliate of J.P. Morgan Investment
Corporation. The address for Sixty Wall Street SBIC is 60 Wall Street,
New York, New York 10260. J.P. Morgan also owns 8,210,827 shares of
Class B non-voting common stock.
(16) Consists of 5,951,372 shares of Class A common stock held by Private
Equity Investors III, L.P., and 5,951,372 shares of Class A common
stock held by Equity-Linked Investors-II, each an affiliate of Desai
Capital Management. The address for Private Equity Investors III and
Equity-Linked Investors-II is 540 Madison Avenue, 38th Floor, New York,
New York 10022.
(17) Consists of 543,683.47 shares of Series D preferred stock convertible
into 12,504,720 shares of Class A common stock. Shares of Series D
preferred stock are convertible into an equivalent number of shares of
Series C preferred stock at any time, and shares of Series C preferred
stock are convertible into shares of Class A common stock or Class B
non-voting common stock are at any time.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Triton is a party to the following agreements with management and
principal stockholders.
THE STOCKHOLDERS' AGREEMENT
GENERAL. Triton has entered into an amended and restated stockholders'
agreement, dated as of October 27, 1999, with AT&T, the cash equity investors
and certain of Triton's current and former executive officers. Additional
management stockholders and the independent directors have also agreed to be
bound by the provisions of the stockholders' agreement in connection with the
issuance to them of capital stock. The agreement covers matters in connection
with Triton's management and operations and the sale, transfer or other
disposition of Triton's capital stock.
BOARD OF DIRECTORS. A board of directors divided into three classes and
consisting of seven persons governs Triton. Actions of the board of directors
require the affirmative vote of a majority of the entire board, although some
transactions require a higher vote. The stockholders who are party to Triton's
stockholders' agreement, other than J. P. Morgan Investment Corporation, have
agreed that they will vote their shares together to elect as two of Triton's
seven directors the nominees selected by Triton's cash equity investors and, so
long as AT&T has the right to nominate a director under Triton's certificate of
incorporation, to elect AT&T's nominee.
Representatives of AT&T and several cash equity investors also have the
right to attend each meeting of the board of directors as observers, provided
that they continue to own a certain amount of Triton's capital stock. A majority
of disinterested directors must approve any transactions between Triton and its
stockholders, except for transactions under the shareholders', license, roaming
and resale agreements described in this section and arm's-length agreements with
AT&T.
RESTRICTIONS ON TRANSFER; RIGHTS OF FIRST OFFER. The stockholders'
agreement imposes restrictions with respect to the sale, transfer or other
disposition of Triton's capital stock held under the terms of the agreement.
Stockholders may not transfer their shares of common stock prior to February 4,
2001 other than to any affiliated successor; thereafter, stockholders holding
shares of common stock may transfer the shares to any person, subject to rights
of first offer and first negotiation granted to specified parties to the
stockholders' agreement. However, stockholders that are small business
investment corporations and that hold an aggregate of 23,060,343 shares of
common stock may transfer their shares prior to February 4, 2001 if they are
required to do so in order to comply with regulatory requirements, but these
transfers are still subject to the rights of first offer. Additionally, holders
of common stock and Series D preferred stock may transfer those shares at any
time to an affiliated successor or an equity investor affiliate, and, after
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February 4, 2001, the cash equity investors may transfer or otherwise dispose of
any of those shares held by them to any other cash equity investors.
AT&T may not transfer or dispose of any of its shares of Series D
preferred stock at any time other than to an affiliated successor. In addition,
each stockholder who is a party to the stockholders' agreement has agreed,
subject to some exceptions, not to transfer or otherwise dispose of any shares
of Triton's capital stock to any of the three largest carriers of
telecommunications services that as of February 4, 1998 constituted
interexchange services, other than AT&T and other specified wireless carriers.
REGISTRATION RIGHTS. The stockholders' agreement grants certain demand
and piggyback registration rights to the stockholders. On or after February 4,
2001, the following stockholders may, subject to the restrictions on transfer
described above, cause an underwritten demand registration, subject to customary
proportionate cutback and blackout restrictions, so long as registration is
reasonably expected to result in aggregate gross proceeds of at least $10.0
million to such stockholder:
o AT&T;
o any stockholder or group of stockholders beneficially owning
shares of Series C preferred stock or common stock, if the
sale of the shares to be registered is reasonably expected to
result in aggregate gross proceeds of at least $25.0 million;
or
o certain management stockholders beneficially owning at least
50.1% of the shares of common stock then beneficially owned by
all such management stockholders together.
In addition to the demand registration rights, any stockholder may,
subject to the restrictions on transfer described above, piggyback on a
registration by Triton at any time, other than registrations on Forms S-4 or S-8
of the Securities Act, subject to customary proportionate cutback restrictions.
The demand and piggyback registration rights and obligations survive until
February 4, 2018.
RIGHTS OF INCLUSION. In the event of a proposed sale by any stockholder
to any person other than an affiliated successor that would constitute 25% or
more of the aggregate outstanding Series C preferred stock and common stock on a
fully-diluted basis, excluding the Series A preferred stock, the other
stockholders have the right to participate in any such proposed sale by
exercising such right within 30 days after receipt of a notice informing them of
such proposed sale. The purchaser may either purchase all stock offered by all
stockholders electing to participate in such sale, or the purchaser may purchase
stock from stockholders electing to participate in such sale on a pro-rata basis
up to the aggregate dollar amount offered by the purchaser to the initial
selling stockholder.
In an investors' agreement, the cash equity investors have agreed that
specified cash equity investors who sell their shares of common stock may
require the other cash equity investors to also participate in any such sale. As
a result, cash equity investors holding less than a majority of the shares of
common stock may have the effective right to sell control of Triton.
EXCLUSIVITY. The stockholders have agreed that during the term of the
stockholders' agreement, none of the stockholders nor their respective
affiliates will provide or resell, or act as the agent for any person offering,
within the territory defined in the stockholders' agreement, wireless mobility
telecommunications services initiated or terminated using time division multiple
access technology and frequencies licensed by the FCC. However, AT&T and its
affiliates may:
o resell or act as agent for Triton;
o provide or resell wireless telecommunications services to or
from specific locations; and
o resell wireless telecommunications services for another person
in any area where Triton has not yet placed a system into
commercial service.
AT&T must provide Triton with prior written notice of its intention to
engage in resales for another person, and only dual band/dual mode phones may be
used in connection with the resale activities. Additionally, with respect to the
markets listed on the roaming agreement, Triton and AT&T have agreed to cause
Triton's respective affiliates in their home carrier capacities to program and
direct the programming of customer equipment so that the other party, in its
capacity as the serving carrier, is the
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preferred roaming provider in such markets. Each party also agrees to refrain
from inducing any of its customers to change programming.
BUILD-OUT. Triton is required to:
o meet the construction requirements described in an agreed-upon
minimum build-out plan;
o ensure compatibility of its personal communications services
systems with the majority of systems in the southeastern
region of the United States;
o satisfy the FCC construction requirements in the territory
defined in the stockholders' agreement;
o offer various core service features with respect to its
systems;
o cause its systems to comply with AT&T's time division multiple
access quality standards; and
o refrain from providing or reselling interexchange services,
other than interexchange services under its FCC licenses or
that Triton procures from AT&T.
If Triton materially breaches any of the foregoing operational
obligations or if AT&T decides to adopt a new technology standard in a majority
of its markets and Triton declines to adopt the new technology, AT&T may
terminate its exclusivity obligations.
CERTAIN TRANSACTIONS. In the event of a merger, consolidation, asset
acquisition or disposition or other business combination involving AT&T and an
entity that:
o derives from telecommunications businesses annual revenues in
excess of $5.0 billion;
o derives less than one-third of its aggregate revenues from the
provision of wireless telecommunications; and
o owns FCC licenses to offer and does offer wireless mobility
telecommunications services serving more than 25% of the
potential customers within the territory defined in the
stockholders' agreement,
AT&T will have the right, upon written notice, to terminate
substantially all of its exclusivity obligations described above in a portion of
the territory in which the other party owns an FCC license to offer commercial
mobile radio service. However, upon such a termination, Triton has the right to
cause AT&T to exchange into shares of Series B preferred stock:
o all of the shares of its Series A preferred stock;
o all of the shares of its Series D preferred stock, its Series
C preferred stock or any common stock it may have received
upon conversion of its Series D preferred stock into any one
of them.
In the event that AT&T is required in any such transaction to dispose
of any of its personal communications services systems in the Charlotte, North
Carolina, Atlanta, Georgia, Baltimore, Maryland/Washington, D.C. or Richmond,
Virginia basic trading areas, Triton has certain marketing rights. AT&T has
agreed, for a period of 180 days, to jointly market with any of its applicable
markets any of Triton's personal communications services systems that are
located within the major trading areas that include the applicable AT&T basic
trading areas. Triton's right is exercisable at any time within the period
commencing with the date of the announcement by AT&T of any such transaction and
terminating on the later of six months after consummation of the transaction and
the date by which AT&T is required under applicable law to dispose of any such
system.
Without the prior written consent of AT&T, Triton and its subsidiaries
may not effect any sale of substantially all the assets or liquidation, merger
or consolidation of Triton or any of its subsidiaries or engage in any business
other than permitted businesses. There are limited exceptions to this provision.
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ACQUISITION OF CELLULAR LICENSES. Triton may acquire cellular licenses
that the board of directors has determined are demonstrably superior
alternatives to construction of a personal communications services system in the
applicable area within the territory, provided that:
o a majority of the cellular potential customers are within the
territory defined in the stockholders' agreement;
o AT&T and its affiliates do not own commercial mobile radio
service licenses in the area; and
o Triton's ownership of the cellular license will not cause AT&T
or any affiliate to be in breach of any law or contract.
EQUIPMENT, DISCOUNTS AND ROAMING. At Triton's request, AT&T will use
all commercially reasonable efforts to assist Triton in obtaining discounts from
any vendor with whom Triton is negotiating for the purchase of any
infrastructure equipment or billing services and to enable Triton to become a
party to the roaming agreements between AT&T and its affiliates which operate
other cellular and personal communications services systems so long as AT&T, in
its sole discretion, does not determine such activities to be adverse to its
interests.
RESALE AGREEMENTS. At AT&T's request, Triton will enter into resale
agreements relating to the territory defined in the stockholders' agreement. The
rates, terms and conditions of service that Triton provides shall be at least as
favorable to AT&T, taken as a whole, as the rates, terms and conditions provided
by Triton to other customers.
SUBSIDIARIES. All of Triton's subsidiaries must be direct or indirect
wholly-owned subsidiaries.
AMENDMENTS. Amendments to the stockholders' agreement require the
consent of the following stockholders:
o a majority of the shares of each class of capital stock held
by the parties to the stockholders' agreement, including AT&T;
o two-thirds of the common stock beneficially owned by the cash
equity investors; and
o 60.1% of the common stock beneficially owned by the management
stockholders.
However, in the event any party to the stockholders' agreement ceases
to own any shares of capital stock, the party ceases to be a party to the
stockholders' agreement and his or her corresponding rights and obligations
terminate.
TERMINATION. The stockholders' agreement terminates upon the earliest
to occur of:
o the written consent of each party to the agreement;
o February 4, 2009; and
o one stockholder beneficially owning all of the shares of
common stock.
However, certain provisions of the agreement expire on February 4,
2008, and some consent rights of AT&T expire if it fails to own a specified
amount of capital stock.
LICENSE AGREEMENT
Under the terms of a network membership license agreement, dated as of
February 4, 1998, between AT&T and Triton, AT&T has granted Triton a
royalty-free, non-exclusive, limited right and license to use various licensed
marks solely in connection with specified licensed activities, as described
below. The licensed marks include the logo containing the AT&T and globe design
and the expression MEMBER, AT&T WIRELESS SERVICES NETWORK. The licensed
activities include:
o the provision to end-users and resellers, solely within the
territory specified in the agreement, of communications
services on frequencies licensed to Triton for commercial
mobile and radio service provided in accordance with the AT&T
agreements; and
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o marketing and offering the licensed services within the
territory.
The license agreement also grants Triton the right and license to use
the licensed marks on permitted mobile phones.
AT&T has agreed not to grant to any other person a right or license to
provide or resell, or act as agent for any person offering, the communications
services Triton is offering within the territory under the licensed marks except
to:
o any person who resells, or acts as Triton's agent for,
licensed services provided by Triton, or
o any person who provides or resells wireless communications
services to or from specific locations such as buildings or
office complexes, even if the applicable subscriber equipment
being used is capable of routine movement within a limited
area and even if such subscriber equipment may be capable of
obtaining other telecommunications services beyond that
limited area and handing-off between the service to the
specific location and those other telecommunications services.
In all other instances, except as described above, AT&T reserves for
itself the right to use the licensed marks in connection with its provision of
services, whether within or without the territory.
The license agreement contains numerous restrictions with respect to
Triton's use and modification of any of the licensed marks. Triton is obligated
to use commercially reasonable efforts to cause all licensed services that use
the licensed marks to be of comparable quality to the licensed services AT&T
markets and provides in areas comparable to Triton's licensed territory, taking
into account the relative stage of development of the areas and other factors.
The license agreement also sets forth specific testing procedures to determine
compliance with these standards and affords Triton a grace period to cure any
instances of alleged noncompliance. Following the cure period, Triton must cease
using the licensed marks until Triton is in compliance.
Triton may not assign or sublicense any of its rights under the license
agreement. However, the license agreement may be, and has been, assigned to
Triton's lenders under Triton's credit facility. After the expiration of any
applicable grace and cure periods under the credit facility, Triton's lenders
may enforce Triton's rights under the license agreement and assign the license
agreement to any person with AT&T's consent.
The license agreement has a five-year term, which renews for an
additional five-year period if neither party terminates the agreement. The
license agreement may be terminated at any time in the event of Triton's
significant breach, including Triton's misuse of any licensed marks, Triton's
license or assignment of any of the rights in the license agreement, Triton's
failure to maintain AT&T's quality standards or if Triton experiences a change
of control. After the initial five-year term, in the event AT&T converts any
shares of Series A preferred stock into common stock in connection with the
stockholders' agreement, the license agreement terminates on the later of two
years from the date of such conversion and the then existing expiration date of
the license agreement. After the initial five-year term, AT&T may also terminate
the license agreement upon the occurrence of specified transactions. See "--The
Stockholders' Agreement--Certain Transactions."
ROAMING AGREEMENT
Under an intercarrier roamer service agreement, dated as of February 4,
1998, between AT&T, on behalf of its affiliates, and Triton, AT&T and Triton
agreed to provide wireless mobility radiotelephone service for registered
customers of the other party's customers when they are out of their home
carrier's geographic area and in the geographic area where the serving carrier,
itself or through affiliates, holds a license or permit to construct and operate
a wireless mobility radio-telephone system and station. Each home carrier whose
customers receive service from a serving carrier shall pay the serving carrier
100% of the wireless service charges and 100% of the pass-through charges, such
as toll or other charges. Each serving carrier's service charges per minute of
use or partial minute of use for the first three years will be fixed at a
declining rate, and after the first three years will be equal to an adjusted
average home rate or any lower rate the parties negotiate from time to time.
Each serving carrier's toll charges per minute of use for the first three years
will be fixed at a declining rate. After the first three years, the parties may
renegotiate the rate from time to time.
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The roaming agreement has a term of 20 years, unless a party terminates
earlier due to:
o the other party's uncured breach of any term of the roaming
agreement;
o the other party's voluntary liquidation or dissolution; or
o the FCC's revocation or denial of the other party's license or
permit to provide commercial mobile radio service.
Neither party may assign or transfer the roaming agreement or any of
its rights under the agreement except to an assignee of all or part of its
license or permit to provide commercial mobile radio service, provided that the
assignee expressly assumes all or the applicable part of the assigning party's
obligations under the agreement.
RESALE AGREEMENT
Under the terms of the stockholders' agreement, Triton is required at
AT&T's request to enter into a resale agreement in an agreed-upon form. Under
the resale agreement, AT&T will be granted the right to purchase and resell on a
nonexclusive basis access to and usage of Triton's services in the territory.
AT&T will pay Triton the charges, including usage and roaming charges,
associated with services it requests under the agreement. Triton will retain the
continuing right to market and sell its services to customers and potential
customers.
The resale agreement will have a term of 10 years and will renew
automatically for successive one-year periods unless either party elects to
terminate the agreement. Following the eleventh anniversary of the agreement,
either party may terminate with 90 days' prior written notice. Furthermore, AT&T
may terminate the agreement at any time for any reason on 180-days' written
notice.
Under the terms of the stockholders' agreement, Triton has agreed that
the rates, terms and conditions of service, taken as a whole, that Triton
provides to AT&T under the resale agreement shall be at least as favorable as,
or if permitted by applicable law, superior to, the rates, terms and conditions
of service, taken as a whole, to any other customer. Triton will design the rate
plan Triton will offer under the resale agreement to result in a discounted
average actual rate per minute of use AT&T pays for service at least 25% below
the weighted average actual rate per minute that Triton bills its customers
generally for access and air time.
Neither party may assign or transfer the resale agreement or any of its
rights thereunder without the other party's prior written consent, which will
not be unreasonably withheld, except:
o to an affiliate of that party at the time of the agreement's
execution;
o by Triton to any of its operating subsidiaries; and
o to the transferee of a party's stock or substantially all of
the party's assets, provided that all FCC and other necessary
approvals have been received.
OTHER RELATED PARTY TRANSACTIONS
Affiliates of First Union Affordable Housing Community Development
Corporation and J.P. Morgan Investment Corporation, each of which beneficially
owns more than 5% of Triton's capital stock, served as underwriters and received
underwriter fees in connection with Triton's initial public offering completed
in November, 1999.
Over the course of 1997, Triton Communications L.L.C., Triton's
predecessor, incurred certain costs on behalf of Triton Cellular, Inc. an entity
affiliated with Triton through management overlap and shared leased facilities.
These costs totaled $148,100 and Triton Cellular reimbursed Triton in 1999. In
addition, Triton purchased $22,800 of equipment from Horizon Cellular Telephone
Company, L.P., an entity formerly affiliated with Triton through management
overlap and shared leased facilities. In addition, under an agreement between
Triton Cellular, Inc. and Triton, allocations for management services rendered
by some of Triton's management employees on behalf of Triton Cellular and
allocations for shared lease facilities are charged to Triton Cellular. Those
allocations totaled $505,000 during 1999.
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On February 3, 1998, Triton PCS entered into a credit facility. On
September 22, 1999, Triton PCS entered into an amendment to that credit facility
that increased the credit facility to $600.0 million. Affiliates of each of J.P.
Morgan Investment Corporation, which beneficially owns approximately 17.4% of
Triton's common stock, CB Capital Investors, which beneficially owns
approximately 19.8% of Triton's common stock, First Union Affordable Housing
Community Development Corporation, which beneficially owns approximately 6.6% of
Triton's common stock, and Toronto Dominion Capital (U.S.A.), Inc., which
beneficially owns approximately 4.8% of Triton's common stock, serve as agent
and lenders under the credit facility. Each of the agent and lenders under the
credit facility has received and will continue to receive customary fees and
expenses in connection with the credit facility. For the year ended December 31,
1999, affiliates of J.P. Morgan Investment Corporation, First Union Affordable
Housing Development Housing Corporation and Toronto Dominion Capital (U.S.A.),
Inc. received approximately $299,932, $359,607 and $237,458, respectively, in
their capacity as lender under such facility, and CB Capital Investors received
approximately $1,205,180 in its capacity as agent and lender under such
facility.
Triton has entered into letter agreements with several of its
management employees and with Triton's independent directors. Under the letter
agreements, these individuals were issued shares of Triton's Class A common
stock that vest at 20% per year over a five-year period.
On August 12, 1999, Triton entered into stock purchase agreements with
each of Scott I. Anderson and John D. Beletic, Triton's two independent
directors, and one officer under which Triton agreed to sell to them an
aggregate of 3,400 shares of Triton's Series C preferred stock (which were
converted into 78,200 shares of Class A common stock in Triton's initial public
offering) for a purchase price of $100 per share. This transaction was closed in
September 1999.
First Union Securities, Inc., an affiliate of First Union Affordable
Housing Community Development Corporation, acted as Triton's exclusive financial
advisor in connection with the sale of Triton's personal communications towers
to American Tower, L.P. pursuant to an asset purchase agreement dated July 13,
1999. Triton paid a fee to such entity of $1.07 million in connection with the
consummation of such sales which occurred on September 22, 1999.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND FORMS 8-K
(a) EXHIBITS
3.1 Restated Certificate of Incorporation of Triton PCS Holdings, Inc.
(incorporated by reference to the corresponding exhibit to the Form S-1
Registration Statement of Triton PCS Holdings, Inc., file No. 333-85149).
3.2 Amendment to the Restated Certificate of Incorporation of Triton PCS
Holdings, Inc. dated November 27, 1998 (incorporated by reference to the
corresponding exhibit to the Form S-1 Registration Statement of Triton
PCS Holdings, Inc., File No. 333-85149).
3.3 Amendment to the Restated Certificate of Incorporation of Triton PCS
Holdings, Inc. dated May 28, 1999.
3.4 Second Restated Certificate of Incorporation of Triton PCS Holdings, Inc.
(incorporated by reference to the corresponding exhibit to the Form S-1
Registration Statement of Triton PCS Holdings, Inc., File No. 333-85149).
3.5 Amended and Restated Bylaws of Triton PCS Holdings, Inc.
3.6 Second Amended and Restated Bylaws of Triton PCS Holdings, Inc.
4.1 Specimen Common Stock Certificate.
4.2 Indenture, dated as of May 4, 1998, between Triton PCS, Inc., the
Guarantors party thereto and PNC Bank, National Association (incorporated
by reference to Exhibit 4.1 to the Form S-4 Registration Statement of
Triton PCS, Inc. and its subsidiaries, File No. 333-57715).
4.3 First Supplemental Indenture, dated as of March 30, 1999, to the
Indenture dated as of May 4, 1998 (incorporated by reference to Exhibit
4.1 to the Form 10-Q of Triton PCS, Inc. and its subsidiaries, for the
quarter ended March 31, 1999).
10.1 Credit Agreement, dated as of February 3, 1998 (the "Credit Agreement"),
among Triton PCS, Inc., Triton PCS Holdings, Inc., the Lenders (as
defined therein) party thereto, and The Chase Manhattan Bank, as
administrative agent (incorporated by reference to Exhibit 10.1 to the
Form S-4 Registration Statement of Triton PCS, Inc. and its subsidiaries,
File No. 333-57715).
10.2 First Amendment, Consent and Waiver, dated as of April 16, 1998, to the
Credit Agreement (incorporated by reference to Exhibit 10.2 to the Form
S-4 Registration Statement of Triton PCS, Inc. and its subsidiaries, File
No. 333-57715).
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10.3 Second Amendment, dated as of July 29, 1998, to the Credit Agreement
(incorporated by reference to Exhibit 10.2.1 to Amendment No. 1 to the
Form S-4 Registration Statement of Triton PCS, Inc. and its subsidiaries,
File No. 333-57715).
10.4 Fourth Amendment, dated as of March 29, 1999, to the Credit Agreement
(incorporated by reference to Exhibit 10.1 to the Form 10-Q of Triton
PCS, Inc. and its subsidiaries, for the quarter ended March 31, 1999).
10.5 Fifth Amendment, dated as of September 22, 1999, to the Credit Agreement
(incorporated by reference to Exhibit 10.7 to the Form S-1 Registration
Statement of Triton PCS Holdings, Inc., File No. 333-85149).
10.6 Securities Purchase Agreement, dated as of October 8, 1997, (the
"Securities Purchase Agreement") among AT&T Wireless PCS, Inc., the cash
equity investors listed on the signature pages thereto, the management
stockholders listed on the signature pages thereto and Triton PCS, Inc.,
now known as Triton PCS Holdings, Inc. (incorporated by reference to
Exhibit 10.3 to the Form S-4 Registration Statement of Triton PCS, Inc.
and its subsidiaries, File No. 333-57715).
10.7 Amendment No. 1 to Securities Purchase Agreement, dated as of March 10,
1998 (incorporated by reference to Exhibit 10.4 to the Form S-4
Registration Statement of Triton PCS, Inc. and its subsidiaries, File No.
333-57715).
10.8 Closing Agreement, dated as of February 4, 1998, among AT&T Wireless PCS,
Inc., the cash equity investors listed on the signature pages thereto,
the management stockholders listed on the signature pages thereto, and
Triton PCS Holdings, Inc. (incorporated by reference to Exhibit 10.5 to
the Form S-4 Registration Statement of Triton PCS, Inc. and its
subsidiaries, File No. 333-57715).
10.9 Asset Purchase Agreement, dated as of March 10, 1998, between Triton PCS,
Inc. and Vanguard Cellular Systems of South Carolina, Inc. (incorporated
by reference to Exhibit 10.6 to the Form S-4 Registration Statement of
Triton PCS, Inc. and its subsidiaries, File No. 333-57715).
10.10 Preferred Stock Purchase Agreement by and among Cash Equity Investors,
Management Stockholders, Independent Directors, and Triton PCS Holdings,
Inc. dated as of June 29, 1998 (incorporated by reference to Exhibit 10.7
to Amendment No. 1 to the Form S-4 Registration Statement of Triton PCS,
Inc. and its subsidiaries, File No. 333-57715).
10.11 License Exchange and Acquisition Agreement dated as of June 8, 1999 by
and among Triton PCS Holdings, Inc., Triton PCS License Company L.L.C.,
and AT&T Wireless PCS, Inc. (incorporated by reference to Exhibit 10.13
to the Form S-1 Registration Statement of Triton PCS Holdings, Inc., File
No. 333-85149).
10.12 Preferred Stock Repurchase and Issuance Agreement, dated as of December
7, 1998 by and among J.P. Morgan Investment Corporation, Sixty Wall
Street SBIC Fund, L.P., the investors listed as cash equity investors on
the signature pages thereto, Triton PCS Holdings, Inc., and certain of
Triton PCS Holdings, Inc.'s other stockholders listed on the signature
pages thereto (incorporated by reference to Exhibit 10.14 to the Form S-1
Registration Statement of Triton PCS Holdings, Inc., File No. 333-85149).
10.13 Norfolk Preferred Stock Purchase Agreement, dated as of December 31, 1998
by and among the cash equity investors listed on Schedule I thereto, the
management stockholders listed on Schedule II thereto, the independent
directors listed on Schedule III thereto, and Triton PCS Holdings, Inc.
(incorporated by reference to Exhibit 10.15 to the Form S-1 Registration
Statement of Triton PCS Holdings, Inc., File No. 333-85149).
10.14 AT&T Wireless Services Network Membership License Agreement, dated as of
February 4, 1998, between AT&T Corp. and Triton PCS Operating Company
L.L.C. (incorporated by reference to Exhibit 10.8 to the Form S-4
Registration Statement of Triton PCS, Inc. and its subsidiaries, File No.
333-57715).
10.15 Amendment No. 1 to AT&T Wireless Services Network Membership License
Agreement, dated as of December 31, 1998, between AT&T Corp. and Triton
PCS Operating Company L.L.C. (incorporated by reference to Exhibit 10.17
to the Form S-1 Registration Statement of Triton PCS Holdings, Inc., File
No. 333-85149).
10.16 Amendment No. 2 to AT&T Wireless Services Network Membership License
Agreement, dated as of June 8, 1999, between AT&T Corp. and Triton PCS
Operating Company L.L.C. (incorporated by reference to Exhibit 10.18 to
the Form S-1 Registration Statement of Triton PCS Holdings, Inc., File
No. 333-85149).
10.17 Stockholders' Agreement, dated as of February 4, 1998, among AT&T
Wireless PCS, Inc., Triton PCS Holdings, Inc., CB Capital Investors,
L.P., J.P. Morgan Investment Corporation, Sixty Wall Street SBIC Fund,
L.P., Private Equity Investors III, L.P., Equity-linked Investors-II,
Toronto Dominion Capital (USA), Inc., First Union Capital Partners, Inc.,
DAG-Triton PCS, L.P., Michael E. Kalogris, Steven R. Skinner, David D.
Clark, Clyde Smith, Patricia Gallagher and David Standig (incorporated by
reference to Exhibit 10.9 to the Form S-4 Registration Statement of
Triton PCS, Inc. and its subsidiaries, File No. 333-57715).
10.18 Amendment No. 1 to Stockholders' Agreement, dated as of December 31,
1998, among AT&T Wireless PCS, Inc., Triton PCS Holdings, Inc., CB
Capital Investors, L.P., J.P. Morgan Investment Corporation, Sixty Wall
Street SBIC Fund, L.P., Private Equity Investors III, L.P., Equity-linked
Investors-II, Toronto Dominion Capital (USA), Inc., First Union Capital
Partners, Inc., DAG- Triton PCS, L.P., Michael E. Kalogris, Steven R.
Skinner, David D. Clark, Clyde Smith, David Standig, Michael Mears,
Michael E. Kalogris, as Trustee under Amended and Restated Common Stock
Trust Agreement for Management
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Employees and Independent Directors, dated June 26, 1998, Scott Anderson
and John Beletic (incorporated by reference to Exhibit 10.20 to the Form
S-1 Registration Statement of Triton PCS Holdings, Inc., File No.
333-85149).
10.19 Amendment No. 2 to Stockholders' Agreement, dated as of June 8, 1999,
among AT&T Wireless PCS, Inc., Triton PCS Holdings, Inc., CB Capital
Investors, L.P., J.P. Morgan Investment Corporation, Sixty Wall Street
SBIC Fund, L.P., Private Equity Investors III, L.P., Equity-linked
Investors-II, Toronto Dominion Capital (USA), Inc., First Union Capital
Partners, Inc., DAG-Triton PCS, L.P., Michael E. Kalogris, Steven R.
Skinner, David D. Clark, Clyde Smith, David Standig, Michael Mears,
Michael E. Kalogris, as Trustee under Amended and Restated Common Stock
Trust Agreement for Management Employees and Independent Directors, dated
June 26, 1998, Scott Anderson and John Beletic (incorporated by reference
to Exhibit 10.21 to the Form S-1 Registration Statement of Triton PCS
Holdings, Inc., File No. 333-85149).
10.20 Investors Stockholders' Agreement, dated as of February 4, 1998, among CB
Capital Investors, L.P., J.P. Morgan Investment Corporation, Sixty Wall
Street SBIC Fund, L.P., Private Equity Investors III, L.P., Equity-Linked
Investors-II, Toronto Dominion Capital (USA), Inc., DAG-Triton PCS, L.P.,
First Union Capital Partners, Inc., and the stockholders named therein
(incorporated by reference to Exhibit 10.10 to the Form S-4 Registration
Statement of Triton PCS, Inc. and its subsidiaries, File No. 333-57715).
10.21 Intercarrier Roamer Service Agreement, dated as of February 4, 1998,
between AT&T Wireless Services, Inc. and Triton PCS Operating Company
L.L.C. (incorporated by reference to Exhibit 10.11 to the Form S-4
Registration Statement of Triton PCS, Inc. and its subsidiaries, File No.
333-57715).
10.22 Amendment No. 1 to Intercarrier Roamer Service Agreement, dated as of
December 31, 1998, between AT&T Wireless Services, Inc. and Triton PCS
Operating Company L.L.C. (incorporated by reference to Exhibit 10.24 to
the Form S-1 Registration Statement of Triton PCS Holdings, Inc., File
No. 333-85149).
10.23 Amendment No. 2 to Intercarrier Roamer Service Agreement, dated as of
June 8, 1999, between AT&T Wireless Services, Inc. and Triton PCS
Operating Company L.L.C. (incorporated by reference to Exhibit 10.25 to
the Form S-1 Registration Statement of Triton PCS Holdings, Inc., File
No. 333-85149).
++10.24Ericsson Acquisition Agreement, dated as of March 11, 1998, between
Triton Equipment Company L.L.C. and Ericsson, Inc. (incorporated by
reference to Exhibit 10.15 to Amendment No. 2 to the Form S-4
Registration Statement of Triton PCS, Inc. and its subsidiaries, File No.
333-57715).
++10.25First Addendum to Acquisition Agreement, dated as of May 24, 1999,
between Triton PCS Equipment Company L.L.C. and Ericsson, Inc.
(incorporated by reference to Exhibit 10.27 to the Form S-1 Registration
Statement of Triton PCS Holdings, Inc., File No. 333-85149).
10.26 Employment Agreement, dated as of February 4, 1998, among Triton
Management Company, Inc., Triton PCS Holdings, Inc. and Michael E.
Kalogris (incorporated by reference to Exhibit 10.16 to the Form S-4
Registration Statement of Triton PCS, Inc. and its subsidiaries, File No.
333-57715).
10.27 Amendment No. 1 to Employment Agreement, dated as of June 29, 1998, among
Triton Management Company, Inc., Triton PCS Holdings, Inc., and Michael
E. Kalogris (incorporated by reference to Exhibit 10.16.1 to Amendment
No. 1 to the Form S-4 Registration Statement of Triton PCS, Inc. and its
subsidiaries, File No. 333-57715).
10.28 Amendment No. 2 to the Employment Agreement by and among Triton
Management Company, Inc., Triton PCS Holdings, Inc. and Michael E.
Kalogris, dated December, 1998 (incorporated by reference to Exhibit
10.39 to Post-Effective Amendment No. 2 to the Form S-4 Registration
Statement of Triton PCS, Inc. and its subsidiaries, File No. 333-57715).
10.29 Amendment No. 3 to the Employment Agreement by and among Triton
Management Company, Inc., Triton PCS Holdings, Inc. and Michael E.
Kalogris, dated June 8, 1999 (incorporated by reference to Exhibit 10.40
to Post-Effective Amendment No. 2 to the Form S-4 Registration Statement
of Triton PCS, Inc. and its subsidiaries, File No. 333-57715).
10.30 Employment Agreement, dated as of January 8, 1998, between Triton
Management Company and Clyde Smith (incorporated by reference to Exhibit
10.17 to the Form S-4 Registration Statement of Triton PCS, Inc. and its
subsidiaries, File No. 333-57715).
10.31 Employment Agreement, dated as of February 4, 1998, between Triton
Management Company and Steven R. Skinner (incorporated by reference to
Exhibit 10.18 to Amendment No. 1 to the Form S-4 Registration Statement
of Triton PCS, Inc. and its subsidiaries, File No. 333-57715).
10.32 Amendment No. 1 to Employment Agreement, dated as of June 29, 1998, among
Triton Management Company, Inc., Triton PCS Holdings, Inc., and Steven R.
Skinner (incorporated by reference to Exhibit 10.18.1 to the Form S-4
Registration Statement of Triton PCS, Inc. and its subsidiaries, File No.
333-57715).
10.33 Amendment No. 2 to the Employment Agreement by and among Triton
Management Company, Inc., Triton PCS Holdings, Inc. and Steven R.
Skinner, dated as of December 31, 1998 (incorporated by reference to
Exhibit 10.41 to Post-Effective Amendment No. 2 to the Form S-4
Registration Statement of Triton PCS, Inc. and its subsidiaries, File No.
333-57715).
10.34 Amendment No. 3 to the Employment Agreement by and among Triton
Management Company, Inc., Triton PCS Holdings, Inc. and Steven R.
Skinner, dated as of June 8, 1999 (incorporated by reference to Exhibit
10.42 to Post-Effective Amendment No. 2 to the Form S-4 Registration
Statement of Triton PCS, Inc. and its subsidiaries, File No. 333-57715).
40
<PAGE>
10.35 Amended and Restated Common Stock Trust Agreement for Management
Employees and Independent Directors, dated as of June 26, 1998
(incorporated by reference to Exhibit 10.19 to Amendment No. 1 to the
Form S-4 Registration Statement of Triton PCS, Inc. and its subsidiaries,
File No. 333-57715).
10.36 Form of Pledge Agreement, dated as of February 4, 1998, between certain
shareholders and Triton PCS, Inc. Each of (a) Michael E. Kalogris, (b)
Steven R. Skinner, (c) Sixty Wall Street SBIC Fund, L.P., (d) CB Capital
Investors, L.P., (e) J.P. Morgan Investment Corporation, (f) DAG-Triton
PCS, L.P., (g) First Union Capital Partners, Inc., (h) Toronto Dominion
Capital (USA), Inc. and (i) Private Equity Investors III, L.P., are party
to separate Pledge Agreements. The terms of each Pledge Agreement are
identical other than (1) the shareholder party thereto and (2) the number
of shares of stock held by such shareholder and, therefore, the number of
shares subject to the applicable Pledge Agreement (incorporated by
reference to Exhibit 10.20 to Amendment No. 2 to the Form S-4
Registration Statement of Triton PCS, Inc. and its subsidiaries, File No.
333-57715).
10.37 Master Tower Site Lease Agreement, dated as of May 28, 1998, between
Triton PCS Property Company L.L.C. and AT&T Corp (incorporated by
reference to Exhibit 10.23 to Amendment No. 1 to the Form S-4
Registration Statement of Triton PCS, Inc. and its subsidiaries, File No.
333-57715).
10.38 Independent Director Stock Award Plan adopted as of February 4, 1998
(incorporated by reference to Exhibit 10.24 to Amendment No. 1 to the
Form S-4 Registration Statement of Triton PCS, Inc. and its subsidiaries,
File No. 333-57715).
10.39 Asset Purchase Agreement dated as of August 20, 1998 between Triton PCS
Holdings, Inc. and AT&T Wireless PCS, Inc (incorporated by reference to
Exhibit 10.29 to Amendment No. 1 to the Form S-4 Registration Statement
of Triton PCS, Inc. and its subsidiaries, File No. 333-57715).
10.40 Asset Purchase Agreement, dated as of July 13, 1999, among Triton PCS
Operating Company, L.L.C., Triton PCS Property Company L.L.C. and
American Tower, L.P (incorporated by reference to Exhibit 10.38 to
Post-Effective Amendment No. 2 to the Form S-4 Registration Statement of
Triton PCS, Inc. and its subsidiaries, File No. 333-57715).
10.41 Form of Stockholders Letter Agreement for management employees
(incorporated by reference to Exhibit 10.43 to Post-Effective Amendment
No. 2 to the Form S-4 Registration Statement of Triton PCS, Inc. and its
subsidiaries, File No. 333-57715).
10.42 Form of Stockholders Letter Agreement for independent directors
(incorporated by reference to Exhibit 10.44 to Post-Effective Amendment
No. 2 to the Form S-4 Registration Statement of Triton PCS, Inc. and its
subsidiaries, File No. 333-57715).
10.43 Triton PCS Holdings, Inc. 1999 Stock and Incentive Plan (incorporated by
reference to Exhibit 10.45 to the Form S-1 Registration Statement of
Triton PCS Holdings, Inc., File No. 333-85149).
10.44 Triton PCS Holdings, Inc. Employee Stock Purchase Plan (incorporated by
reference to Exhibit 10.46 to the Form S-1 Registration Statement of
Triton PCS Holdings, Inc., File No. 333-85149).
10.45 Form of First Amended and Restated Stockholders' Agreements among AT&T
Wireless PCS, L.L.C., Triton PCS Holdings, Inc., CB Capital Investors,
L.P., J.P. Morgan Investment Corporation, Sixty Wall Street SBIC Fund,
L.P., Private Equity Investors III, L.P., Equity-linked Investors-II,
Toronto Dominion Capital (USA), Inc., First Union Capital Partners, Inc.,
DAG-Triton PCS, L.P., Michael E. Kalogris, Steven R. Skinner, David D.
Clark, Clyde Smith, Patricia Gallagher and David Standig (incorporated by
reference to Exhibit 10.47 to the Form S-1 Registration Statement of
Triton PCS Holdings, Inc., File No. 333-85149).
10.46 Form of Amendment No. 1 to Investors Stockholders' Agreement among CB
Capital Investors, L.P., J.P. Morgan Investment Corporation, Sixty Wall
Street SBIC Fund, L.P., Private Equity Investors III, L.P., Equity-Linked
Investors-II, Toronto Dominion Capital (USA), Inc., DAG-Triton PCS, L.P.,
First Union Capital Partners, Inc., and the stockholders named therein
(incorporated by reference to Exhibit 10.48 to the Form S-1 Registration
Statement of Triton PCS Holdings, Inc., File No. 333-85149).
21.1 Subsidiaries of Triton PCS Holdings, Inc.
23.1 Consent of PricewaterhouseCoopers LLP.
24.1 Power of Attorney (set forth on the signature page of this report).
- ---------------------
++ Portions of this exhibit have been omitted under an SEC order granting
confidential treatment under the Securities Act.
41
<PAGE>
(b) (1) FINANCIAL STATEMENTS
The following financial statements have been included as Part of this
report:
Report of PricewaterhouseCoopers LLP F-2
Consolidated Balance Sheets F-3
Consolidated Statements of Operations F-4
Consolidated Statements of Shareholders' Equity (Deficit) F-5
Consolidated Statements of Cash Flows F-6
Notes to Consolidated Financial Statements F-7
(b) (2) FINANCIAL STATEMENT SCHEDULES.
REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULE
To the Board of Directors and Shareholders' of Triton PCS Holdings, Inc.:
Our audits of the consolidated financial statements of Triton PCS
Holdings, Inc., and its subsidiaries referred to in our report dated
February 25, 2000 appearing under Item 8 on page F-2 of this Form 10-K also
included an audit of the financial statement schedule listed under Item
14(b)(2) on page 35 of this Form 10-K. In our opinion, the financial
statement schedule presents fairly, in all material respects, the
information set forth therein when read in conjunction with the related
consolidated financial statements.
/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
February 25, 2000
<TABLE>
<CAPTION>
TRITON PCS HOLDINGS, INC.
SCHEDULE II - VALUATION AND QULAIFYING ACCOUNTS
(in thousands)
Additions Deductions Add
Balance at Charged to Credited to Myrtle Balance
Beginning Cost and Costs and Beach at end
of year Expenses Expenses Acquisitions Year
------- -------- -------- ------------ ----
<S> <C> <C> <C> <C> <C>
Allowance for doubtful accounts:
Year ended December 31, 1998 - 636 480 915 1,071
Year ended December 31, 1999 1,071 2,758 2,064 - 1,765
Inventory Obsolesce Reserve:
Year ended December 31, 1999 - 177 - - 177
Valuation Allowance for Deferred Tax Assets:
Year ended December 31, 1997 - 1,584 - - 1,584
Year ended December 31, 1998 1,584 6,922 - - 8,506
Year ended December 31, 1999 8,506 58,178 - - 66,684
</TABLE>
All other schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable, and therefore have been omitted.
(b) FORM 8-K
None.
42
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned; thereunto duly authorized, in the City of Berwyn, State of
Pennsylvania on March 29, 2000.
Triton PCS Holdings, Inc.
By: /s/ Michael E. Kalogris March 29, 2000
----------------------------------
Chief Executive Officer
(principal executive officer)
By : /s/ David D. Clark March 29, 2000
----------------------------------
Senior Vice President and
Chief Financial Officer
(principal financial officer)
Triton PCS Holdings, Inc. a Delaware corporation, and each person whose
signature appears below, constitutes and appoints Michael E. Kalogris and David
D. Clark, and either of them, with full power to act without the other, such
person's true and lawful attorneys-in-fact, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign this Annual Report on Form 10-K and any and all amendments
to such Annual Report on Form 10-K and other documents in connection therewith,
and to file the same, and all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact, and each of them, full power and authority to do and perform
each and every act and thing necessary or desirable to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, thereby ratifying and confirming all that said attorneys-in-fact, or any
of them, or their or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
By: /s/ Steven R. Skinner March 29, 2000
----------------------------------
President and
Chief Operating Officer and Director
By: /s/ William A. Robinson March 29, 2000
----------------------------------
Vice President and Controller
(principal accounting officer)
By: /s/ Scott Anderson March 29, 2000
----------------------------------
Director
By: /s/ John Beletic March 29, 2000
----------------------------------
Director
By: /s/ Arnold Chavkin March 29, 2000
----------------------------------
Director
By: /s/ Mary Hawkins-Key March 29, 2000
----------------------------------
Director
By: /s/ John Watkins March 29, 2000
----------------------------------
Director
43
<PAGE>
EXHIBIT 21.1 SUBSIDIARIES OF TRITON PCS HOLDINGS, INC.
The consolidated accounts of Triton PCS Holdings, Inc. include Triton PCS Inc.,
Triton PCS Holding Company, LLC, Triton PCS License Company, LLC Triton PCS
Equipment Company, LLC, Triton PCS Operating Company, LLC, Triton Management
Company, Inc., Triton Investment Company, Triton Finance Company.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statements on Forms S-8 (Nos. 333-93623 and 333-93625) of Triton PCS Holdings,
Inc., as defined in Note 1 to the consolidated financial statements, and its
subsidiaries of our reports dated February 25, 2000 relating to the financial
statements and financial statements schedule, which appear in this Form 10-K.
/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
March 29, 2000
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
</LEGEND>
<CIK> 0001091973
<NAME> TRITON PCS HOLDINGS, INC.
<MULTIPLIER> 1,000
<CURRENCY> USD
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<EXCHANGE-RATE> 1
<CASH> 186,251
<SECURITIES> 0
<RECEIVABLES> 30,829
<ALLOWANCES> 1,765
<INVENTORY> 15,270
<CURRENT-ASSETS> 239,358
<PP&E> 454,929
<DEPRECIATION> 33,065
<TOTAL-ASSETS> 979,797
<CURRENT-LIABILITIES> 104,689
<BONDS> 504,636
94,203
5
<COMMON> 619
<OTHER-SE> 186,091
<TOTAL-LIABILITY-AND-EQUITY> 979,797
<SALES> 24,405
<TOTAL-REVENUES> 133,231
<CGS> 44,321
<TOTAL-COSTS> 107,521
<OTHER-EXPENSES> 150,789
<LOSS-PROVISION> 2,758
<INTEREST-EXPENSE> 41,061
<INCOME-PRETAX> (149,360)
<INCOME-TAX> 0
<INCOME-CONTINUING> (149,360)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (149,360)
<EPS-BASIC> (9.79)
<EPS-DILUTED> (9.79)
</TABLE>
