<PAGE>
Type: 10Q
Sequence: 1
Description: Form 10Q
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED MARCH 31, 2000.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER: 1-15325
TRITON PCS HOLDINGS, INC.
1100 Cassatt Road
Berwyn, PA 19312
(610) 651-5900
DELAWARE 23-2974475
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER IDENTIFICATION
OF INCORPORATION OR ORGANIZATION) NUMBER)
Indicate by a check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
-------------- ------
As of April 30, 2000, 53,709,282 shares of the Registrant's Class A common
stock, par value $0.01 per share, were outstanding.
<PAGE>
TRITON PCS HOLDINGS, INC.
FIRST QUARTER REPORT
Table of Contents
PART I Financial Information
Item 1. Financial Statements
Condensed Balance Sheets at December 31, 1999 and March 31, 2000
(unaudited)
Consolidated Statements of Operations for the three months ended March
31, 1999 and 2000 (unaudited)
Consolidated Statements of Cash Flows for the three months ended March
31, 1999 and 2000 (unaudited)
Notes to Financial Statements (unaudited)
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
PART II Other Information
Item 1. Legal Proceedings
Item 2. Changes in Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
TRITON PCS HOLDINGS, INC.
CONDENSED BALANCE SHEETS
(Dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
December 31, March 31,
1999 2000
(unaudited) (unaudited)
ASSETS:
Current assets:
<S> <C> <C>
Cash and cash equivalents $186,251 $111,005
Due from related party 1,099 1,728
Accounts receivable, net of $1,765 and $1,764 29,064 29,587
Inventory, net 15,270 20,981
Prepaid expenses and other current assets 7,674 10,807
----------------------------------------------------
Total current assets 239,358 174,108
Property and equipment:
Land 313 313
Network infrastructure and equipment 304,656 358,251
Office furniture and equipment 38,382 42,318
Capital lease assets 5,985 6,403
Construction in progress 105,593 127,573
----------------------------------------------------
454,929 534,858
Less accumulated depreciation (33,065) (51,481)
----------------------------------------------------
Net property and equipment 421,864 483,377
Intangible assets, net 315,538 311,796
Other long-term assets 3,037 3,038
----------------------------------------------------
Total Assets $979,797 $972,319
====================================================
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities:
Accounts payable $82,129 $101,040
Accrued payroll & related expenses 9,051 6,191
Accrued expenses 4,890 13,667
Deferred revenue 5,526 7,021
Other liabilities 3,093 3,180
----------------------------------------------------
Total current liabilities 104,689 131,099
Long-term debt 504,636 514,479
Deferred income taxes 11,718 11,718
Deferred gain on sale of property and equipment 30,641 30,345
----------------------------------------------------
Total Liabilities 651,684 687,641
Series A Redeemable Preferred Stock 1,000,000 shares authorized, $0.01 par
value, 786,253 shares issued and outstanding, plus
accreted dividends 94,203 96,578
SHAREHOLDERS' EQUITY
Series B Preferred Stock, $0.01 par value, 50,000,000 shares
authorized, no shares issued or outstanding - -
Series C Preferred Stock, $0.01 par value, 3,000,000 shares
authorized, no shares issued and outstanding - -
Series D Preferred Stock, $0.01 par value, 16,000,000 shares
authorized, 543,683 shares issued and outstanding 5 5
Class A Common Stock, $0.01 par value, 520,000,000 shares
authorized, 53,700,442 shares issued and outstanding 537 537
Class B Non-voting Common Stock, $.01 par value, 60,000,000 shares
authorized, 8,210,827 shares issued and outstanding 82 82
Additional paid-in capital 436,229 447,952
Accumulated deficit (186,091) (230,454)
Deferred compensation (16,852) (30,022)
----------------------------------------------------
Total Shareholders' Equity 233,910 188,100
----------------------------------------------------
Total Liabilities and Shareholders' Equity $979,797 $972,319
====================================================
</TABLE>
See accompanying notes to financial statements.
<PAGE>
TRITON PCS HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except for share amounts)
<TABLE>
<CAPTION>
Three Months
Ended
March 31,
1999 2000
(unaudited) (unaudited)
Revenues:
<S> <C> <C>
Service $6,544 $37,993
Roaming 2,771 18,126
Equipment 2,225 6,729
------------- -----------
Total revenue 11,540 62,848
Expenses:
Cost of service 6,587 26,384
Cost of equipment 3,604 11,732
Selling and marketing 7,646 19,544
General and administrative 7,808 17,450
Non-cash compensation 410 1,197
Depreciation and amortization 5,511 21,779
------------- -----------
Loss from operations (20,026) (35,238)
Interest and other expense 10,000 11,835
Interest and other income 1,120 2,710
------------- -----------
Net loss (28,906) (44,363)
Accretion on preferred stock 2,019 2,375
------------- -----------
Net loss applicable to shareholders $(30,925) $(46,738)
============== ============
Net loss per common share (Basic and Diluted) $(5.01) $(0.75)
============== =============
Weighted average common shares
outstanding (Basic and Diluted) 6,174,585 61,911,269
============= ===========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
TRITON PCS HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
<TABLE>
<CAPTION>
Three Months
Ended
March 31,
1999 2000
(unaudited) (unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (28,906) $ (44,363)
Adjustments to reconcile net loss to cash
used in operating activities:
Depreciation and amortization 5,511 21,779
Accretion of interest 8,842 10,208
Bad debt expense 256 1,072
Non-cash compensation 410 1,197
Change in operating assets and liabilities:
Accounts receivable (4,792) (1,595)
Inventory (5,306) (5,711)
Prepaid expenses and other current assets (1,057) (3,133)
Other long term assets (2,228) (1)
Accounts payable (4,651) (32,657)
Accrued payroll and related expenses (1,325) (2,860)
Accrued expenses (1,880) 8,777
Deferred revenue 89 1,495
Other liabilities 793 (209)
-------------- --------------
Net cash used in operating activities (34,244) (46,001)
Cash flows from investing activities:
Capital expenditures (18,657) (27,904)
Purchase of marketable securities (29,475) -
---------------- -------------
Net cash used in investing activities (48,132) (27,904)
Cash flows from financing activities:
Proceeds issuance of stock in connection with private equity investment 34,875 -
Proceeds from issuance of stock in connection with Norfolk transaction 2,169 -
Payment of deferred transaction costs (168) (261)
Advances to related party, net (475) (629)
Principal payments under capital lease obligations (45) (451)
---------------- --------------
Net cash provided by (used in) by financing activities 36,356 (1,341)
---------------- -------------
Net decrease in cash (46,020) (75,246)
Cash and cash equivalents, beginning of period 146,172 186,251
--------------- -------------
Cash and cash equivalents, end of period $ 100,152 $ 111,005
=============== =============
Non-cash investing and financing activities:
Capital expenditures included in accounts payable $12,948 $51,568
Deferred stock compensation $200 $15,051
</TABLE>
See accompanying notes to financial statements.
<PAGE>
TRITON PCS HOLDINGS, INC.
NOTES TO FINANCIAL STATEMENTS
March 31, 2000
(unaudited)
(1) Basis of Presentation
The accompanying consolidated financial statements are unaudited and have
been prepared by management. In the opinion of management, these
consolidated financial statements contain all of the adjustments,
consisting of normal recurring adjustments, necessary to present fairly, in
summarized form, the financial position and the results of operations of
Triton PCS Holdings, Inc. ("Triton" or the "Company"). The results of
operations for the three months ended March 31, 2000 are not indicative of
the results that may be expected for the year ending December 31, 2000. The
financial information presented herein should be read in conjunction with
the consolidated financial statements for the year ended December 31, 1999
which include information and disclosures not included herein.
The consolidated accounts of the Company include Triton PCS Holdings, Inc.,
Triton PCS, Inc. and its wholly-owned subsidiaries. All significant
intercompany accounts or balances have been eliminated in consolidation.
(2) New Accounting Pronouncements
On July 8, 1999, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 137, "Deferral of the Effective Date of SFAS 133", which defers
the effective date of SFAS No. 133, "Accounting for Derivative Instruments
and Hedging Activities" to all fiscal quarters of all fiscal years
beginning after June 15, 2000. The Company is currently evaluating the
financial impact of adoption of SFAS No. 133. The adoption is not expected
to have a material effect on the Company's results of operations, financial
position, or cash flows.
On April 3, 2000 the Financial Accounting Standards Board issued FASB
Interpretation (FIN) No. 44, "Accounting for Certain Transactions Involving
Stock Compensation - an Interpretation of APB No. 25" which clarifies,
among other issues, (a) the definition of employee for purposes of applying
APB No. 25, (b) the criteria for determining whether a plan qualifies as a
noncompensatory plan, (c) the accounting consequences of various
modifications to the terms of a previously fixed stock option or award, and
(d) the accounting for an exchange of stock compensation awards in a
business combination. FIN No. 44 is effective July 1, 2000, but certain
conclusions in FIN No. 44 cover specific events that occur after December
15, 1998. To the extent that FIN No. 44 covers events occurring during the
period after December 15, 1998, but before the effective date of July 1,
2000, the effects of applying the Interpretation are recognized on a
prospective basis from July 1, 2000. Management is currently evaluating the
impact, if any, the Interpretation will have on the Company's financial
position or results of operations.
On March 24, 2000 the Securities and Exchange Commission issued Staff
Accounting Bulletin (SAB) No. 101A which amends the implementation date of
SAB No. 101, "Revenue Recognition", to the three month period ending June
30, 2000. SAB No. 101 provides guidance on the recognition, presentation,
and disclosure of revenue in the financial statements. Management is
currently assessing the impact, if any, the SAB will have on the Company's
financial position or results of operations.
(3) Employee Stock Purchase Plan
In January 2000, the Company adopted an Employee Stock Purchase Plan ("the
Plan"). Under the plan, employees can choose to have up to 15% of their
annual earnings withheld, with a maximum of $10,000 per year, to purchase
the Company's Class A common stock. Under the terms of the Plan, during any
calendar year there are four three-month offering periods beginning January
1st , April 1st, July 1st, and October 1st, during which employees can
participate. The purchase price is determined at the discretion of the
Stock Plan Committee, but shall not be less than the lesser of: (i)
eighty-five (85%) of the fair market value on the first business day of
each offering period or (ii) eighty-five percent (85%) of the fair market
<PAGE>
value on the last business day of the offering period. The Company received
$0.3 million during the first quarter of 2000 and issued 8,840 shares of
Class A common stock in April 2000 under the Plan.
(4) Stock Compensation
On March 22, 2000, the Company granted, 237,511 shares of restricted Class
A common stock to certain management employees. These shares are subject to
five-year vesting provisions. Deferred compensation of approximately $15.1
million was recorded based on the estimated fair value at the date of
issuance. In February 2000, an employee resigned employment with the
Company and forfeited $0.7 million of deferred compensation and returned
94,970 shares to the common stock trust established for grants of common
stock to management employees and independent directors.
<PAGE>
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
GENERAL
As used herein, the terms "Triton," "we," "our" and similar terms refer
collectively to Triton PCS Holdings, Inc., Triton PCS, Inc., and their
consolidated subsidiaries. The following discussion and analysis is based upon
the consolidated financial statements of Triton for the periods presented
herein, and should be read in conjunction with Triton's consolidated financial
statements and related notes of the Company as of December 31, 1999 and for the
year then ended.
FORWARD-LOOKING STATEMENTS
When used in this Form 10-Q and in future filings by us with the SEC, in our
press releases and in oral statements made with the approval of an authorized
executive officer of the Company, the words or phrases "will likely result,"
"management expects" or "management anticipates," "will continue," "is
anticipated," "is estimated" or similar expressions (including confirmations by
an authorized executive officer of Triton or any such expressions made by a
third party with respect to Triton) are intended to identify "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Readers are cautioned not to place undue reliance on any such forward-
looking statements, each of which speaks only as of the date made. Such
statements are subject to certain risks and uncertainties that could cause
actual results to differ materially from historical earnings and those presently
anticipated or projected. We have no obligation to release publicly the result
of any revisions which may be made to any forward-looking statements to reflect
anticipated or unanticipated events or circumstances occurring after the date of
such statements.
OVERVIEW
The following discussion and analysis is based upon our financial statements as
of the dates and for the periods presented in this section. You should read this
discussion and analysis in conjunction with our financial statements and the
related notes contained elsewhere in this report.
We were incorporated in October 1997. In February 1998, we entered into a joint
venture with AT&T whereby AT&T contributed to us personal communications
services licenses covering 20 MHz of authorized frequencies in a contiguous
geographic area encompassing portions of Virginia, North Carolina, South
Carolina, Tennessee, Georgia and Kentucky. As part of this agreement, AT&T
became our largest equity holder, and we were granted the right to be the
exclusive provider of wireless mobility services using equal emphasis
co-branding with AT&T in our licensed markets.
On June 30, 1998, we acquired an existing cellular system serving Myrtle Beach
and the surrounding area from Vanguard Cellular Systems of South Carolina, Inc.
In connection with this acquisition, we began commercial operations and earning
recurring revenue in July 1998. We integrated the Myrtle Beach system into our
personal communications services network as part of our Phase I network
deployment. Substantially all of our revenues prior to 1999 were generated by
cellular services provided in Myrtle Beach. Our results of operations do not
include the Myrtle Beach system prior to our acquisition of that system.
We began generating revenues from the sale of personal communications services
in the first quarter of 1999 as part of Phase I of our personal communications
services network build-out. Our personal communications services network build-
out is scheduled for three phases. We completed the first phase of our build-out
in the first half of 1999 with the launch of 15 markets and completed the second
phase during the first quarter of 2000, launching 21 additional markets. We have
began the third phase of our network build-out which is expected to be completed
by 2001.
<PAGE>
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THE THREE MONTHS ENDED MARCH 31,
1999
Subscribers
Net additions were 47,416 and 9,934 for the three months ended March 31, 2000
and 1999, respectively. Subscribers were 242,620 and 43,778 as of March 31, 2000
and 1999, respectively. The increase in gross additions and subscribers over the
same period in 1999 was primarily due to launching 27 additional markets as part
of the Phase I and Phase II network build-out.
Revenues
Service revenues were $38.0 million and $6.5 million for the three months ended
March 31, 2000 and 1999, respectively. The increase in service revenues of $31.5
million was due primarily to increases of $18.9 million in markets launched
prior to March 31, 1999 and $12.6 million in the 27 additional markets launched
between April 1, 1999 and March 31, 2000. Equipment revenues were $6.7 million
and $2.2 million for the three months ended March 31, 2000 and 1999,
respectively. The equipment revenues increase of $4.5 million over the same
period in 1999 was due primarily to the increase in subscribers in the 27
additional markets launched. Roaming revenues were $18.1 million and $2.8
million for the three months ended March 31, 2000 and 1999, respectively. The
increase in roaming revenues of $15.3 million was due primarily to increases in
revenue of $8.1 million in markets launched prior to March 31, 1999 and $7.2
million in the 27 additional markets launched between April 1, 1999 and March
31, 2000.
Costs of Service and Equipment
Costs of service and equipment were $38.1 million and $10.2 million for the
three months ended March 31, 2000 and 1999, respectively. The increase of $27.9
million over the same period in 1999 was due primarily to increases of $19.8
million in cost of service due to the deployment of network infrastructure as
part of the Phase II build-out and increases of $8.1 million in equipment costs
due to gross additions in the 27 additional markets launched.
Selling and Marketing Expenses
Selling and marketing costs were $19.5 million and $7.6 million for the three
months ended March 31, 2000 and 1999, respectively. The increase of $11.9
million over the same period in 1999 was due to advertising and promotion costs
associated with the 27 additional markets launched as part of the Phase I and II
network build-out.
General & Administrative Expenses
General and administrative expenses were $17.5 million and $7.8 million for the
three months ended March 31, 2000 and 1999, respectively. The increase of $9.7
million over the same period in 1999 was primarily due to the development and
growth of infrastructure and staffing related to information technology,
customer care and other administrative functions incurred in conjunction with
launching 27 additional markets and the corresponding growth in subscriber base.
Non-cash Compensation
Non-cash compensation was $1.2 million and $0.4 million for the three months
ended March 31, 2000 and 1999, respectively. The increase of $0.8 million over
the same period in 1999 was attributable to the vesting of restricted shares.
Depreciation & Amortization Expenses
Depreciation and amortization expenses were $21.8 million and $5.5 million for
the three months ended March 31, 2000 and 1999, respectively. The increase of
$16.3 million over the same period in 1999 relates primarily to depreciation of
our fixed assets as well as the amortization on our personal communications
services licenses and the AT&T agreements upon the commercial launch of our
Phase I and Phase II markets.
Interest Expense & Income
<PAGE>
Interest expense was $11.8 million, net of capitalized interest of $2.5 million,
for the three months ended March 31, 2000. Interest expense was $10.0 million,
net of capitalized interest of $3.0 million, for the three months ended March
31, 1999. The increase of $1.8 million over the same period in 1999 relates
primarily to greater commitment fees for the increase in our credit facility
from $450.0 million to $600.0 million in September 1999.
Interest income was $2.7 million and $1.1 million for the three months ended
March 31, 2000 and 1999, respectively. The increase of $1.6 million over the
same period in 1999 was due primarily to interest on greater cash balances.
Net Loss
Net loss was $44.4 million and $28.9 million for the three months ended March
31, 2000 and 1999, respectively. The increase of $15.5 million over the same
period in 1999 resulted primarily from the items discussed above.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2000, the Company had $111.0 million in cash and cash
equivalents, as compared to $186.3 million in cash and cash equivalents at
December 31, 1999. Net working capital was $43.0 million at March 31, 2000 and
$134.7 million at December 31, 1999.
Net Cash Used in Operating Activities
The $46.0 million in cash used by operating activities during the three month
period ending March 31, 2000 relates primarily to an increase in sales,
marketing and operating activities related to launching eight new markets and
the ongoing establishment of the regional organization structures.
Net Cash Used in Investing Activities
The $27.9 million in cash used by investing activities during the three month
period ending March 31, 2000 was for the purchase of capital expenditures
related to the Phase I and Phase II network build-out.
Net Cash Used by Financing Activities
The $1.3 million used by financing activities during the three month period
ending March 31, 2000 relates primarily from advances to related parties and
payments towards our capital lease obligations.
Liquidity
We believe that cash on hand and available credit facility borrowings, will be
sufficient to meet our projected capital requirements. Our credit facility will
permit us, subject to various terms and conditions, including compliance with
specified leverage ratios and satisfaction of build-out and subscriber
milestones, to draw up to $600.0 million to finance working capital
requirements, capital expenditures, permitted acquisitions and other corporate
purposes. Our borrowings under these facilities are subject to customary terms
and conditions. As of March 31, 2000, we had drawn $150.0 million. Although we
estimate that the cash on hand and available credit facility will be sufficient
to buildout our network and to enable us to offer services to 100% of the
potential customers in our licensed area, it is possible that additional funding
will be necessary.
YEAR 2000 DISCLOSURE
We did not experience any significant malfunctions or errors in our operations
or business systems when the date changed from 1999 to 2000. Based on operations
since January 1, 2000, we do not expect any significant impact to our on-going
business as a result of the "Year 2000 issue." However, it is possible that the
full impact of the date change, which was of concern due to computer programs
that use two digits instead of four digits to define years, has not been fully
recognized. For example, it is possible that Year 2000 or similar issues, such
as leap year-related problems, may occur with billing, payroll, or financial
closings at month, quarter or year-end. We believe that any such problems are
likely to be minor and correctable. In addition, we could still be negatively
impacted if our customers or suppliers are adversely affected by the Year 2000
or similar issues. We currently are not aware of any significant year 2000 or
similar problems that have arisen for our customers and suppliers.
<PAGE>
We expended $0.4 million on Year 2000 readiness efforts since our inception
through 1999. These efforts included replacing some outdated, noncompliant
hardware and noncompliant software, as well as identifying and remediating Year
2000 problems.
INFLATION
The Company does not believe that inflation has had a material impact on
operations.
NEW ACCOUNTING PRONOUNCEMENTS
On July 8, 1999, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 137, "Deferral of the Effective Date of SFAS 133", which defers the
effective date of SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities" to all fiscal quarters of all fiscal years beginning after
June 15, 2000. The Company is currently evaluating the financial impact of
adoption of SFAS No. 133. The adoption is not expected to have a material effect
on the Company's results of operations, financial position, or cash flows.
On April 3, 2000 the Financial Accounting Standards Board issued FASB
Interpretation (FIN) No. 44, "Accounting for Certain Transactions Involving
Stock Compensation - an Interpretation of APB No. 25" which clarifies, among
other issues, (a) the definition of employee for purposes of applying APB No.
25, (b) the criteria for determining whether a plan qualifies as a
noncompensatory plan, (c) the accounting consequences of various modifications
to the terms of a previously fixed stock option or award, and (d) the accounting
for an exchange of stock compensation awards in a business combination. FIN No.
44 is effective July 1, 2000, but certain conclusions in FIN No. 44 cover
specific events that occur after December 15, 1998. To the extent that FIN No.
44 covers events occurring during the period after December 15, 1998, but before
the effective date of July 1, 2000, the effects of applying the Interpretation
are recognized on a prospective basis from July 1, 2000. Management is currently
evaluating the impact, if any, the Interpretation will have on the Company's
financial position or results of operations.
On March 24, 2000 the Securities and Exchange Commission issued Staff Accounting
Bulletin (SAB) No. 101A which amends the implementation date of SAB No. 101,
"Revenue Recognition", to the three month period ending June 30, 2000. SAB No.
101 provides guidance on the recognition, presentation, and disclosure of
revenue in the financial statements. Management is currently assessing the
impact, if any, the SAB will have on the Company's financial position or results
of operations.
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
Mary Hawkins-Key resigned from the board of directors of Triton PCS
Holdings, Inc. ("Triton") effective April 28, 2000. Pursuant to
Section 5.4 of the Restated Certificate of Incorporation of Triton
PCS Holdings, Inc., AT&T Wireless PCS, LLC ("AT&T") provided
written notice to Triton and the other members of the Triton board
of directors that AT&T nominated William Hague to replace Ms.
Hawkins-Key effective upon her resignation. The board of directors
will elect the appointment of Mr. Hague to fill Ms. Hawkins-Key's
vacated board position.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
3.1 Restated Certificate of Incorporation of Triton PCS
Holdings, Inc. (incorporated by reference to exhibit 3.1 of
the Form S-1 registration statement of Triton PCS Holdings,
Inc., File No. 333-85149 (the "Form S-1")).
3.2 Amendment to the Restated Certificate of Incorporation of
Triton PCS Holdings, Inc. (incorporated by reference to
exhibit 3.2 of the Form S-1).
3.3 Amendment to the Restated Certificate of Incorporation of
Triton PCS Holdings, Inc. (incorporated by reference to
exhibit 3.3 of the Form S-1).
3.4 Second Restated Certificate of Incorporation of Triton PCS
Holdings, Inc.
3.5 Amended and Restated Bylaws of Triton PCS Holdings, Inc.
(incorporated by reference to exhibit 3.5 of the Form S-1).
3.6 Second Amended and Restated Bylaws of Triton PCS Holdings,
Inc. (incorporated by reference to exhibit 3.6 of the Form S-1).
4.1 Indenture, dated as of May 4, 1998, between Triton PCS,
Inc., the Guarantors party thereto and PNC Bank, National
Association (incorporated by reference to exhibit 4.1 of the
Form S-4 registration statement of Triton PCS, Inc. and its
subsidiaries, File No. 333-57715 (the "Form S-4")).
4.2 First Supplemental Indenture, dated as of March 30, 1999, to the
Indenture dated as of May 4, 1998 (incorporated by reference to
exhibit 4.2 of the Form S-4).
10.1 Investors Stockholders' Agreement, dated as of February 4,
1998, among CB Capital Investors, L.P., J.P. Morgan
Investment Corporation, Sixty Wall Street SBIC Fund, L.P.,
Private Equity Investors III, L.P., Equity-Linked
Investors-II, Toronto Dominion Capital (U.S.A.), Inc.,
DAG-Triton PCS, L.P., First Union Capital Partners, Inc.,
and the stockholders named therein (incorporated by
reference to Exhibit 10.10 to the Form S-4 Registration
Statement of Triton PCS, Inc. and its subsidiaries, File No.
333-57715).
10.2 Amendment No. 1 to Investor Stockholders' Agreement, dated
as of October 27, 1999 among CB Capital Investors, L.P.,
J.P. Morgan Investment Corporation, Sixty Wall Street SBIC
Fund, L.P., Private Equity Investors III, L.P.,
Equity-Linked Investors-II, Toronto Dominion Capital
(U.S.A.), Inc., DAG-Triton PCS, L.P., First Union Capital
Partners, Inc., and the stockholders named therein
(incorporated by reference to exhibit 10.47 of the Form S-1)
10.3 First Amended and Restated Stockholders' Agreement, dated as
of October 27, 1999, among AT&T Wireless PCS LLC, Triton PCS
Holdings, Inc., CB Capital Investors, L.P., J.P. Morgan
Investment Corporation, Sixty Wall Street SBIC Fund, L.P.,
Private Equity Investors III, L.P., Equity-Linked
Investors-II, Toronto Dominion Capital (U.S.A.), Inc., First
Union Capital Partners, Inc., DAG-Triton PCS, L.P., Michael
E. Kalogris, Steven R. Skinner, David D. Clark, Clyde Smith,
Michael Mears, Scott Anderson, Cedar Grove Partners, John
Beletic, Stephen McNulty, William Robinson, Daniel Hopkins,
Laura Porter, Kristine Robinson, Andrew Davies, Mike James,
Shekhar Deshpandi, Christine Davies, Daniel Graney, Gerald
Dudzik, Mark Davis, Nicholas Pepenelli, R.A. Robinson, Scott
Basham, Patricia Gallagher and David Standig (incorporated
by reference to exhibit 10.45 ofthe Form S-1).
<PAGE>
(b) Reports on Form 8-K
None.
27.1 Financial Data Schedule.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereto duly authorized, in the City of Berwyn, Commonwealth of
Pennsylvania, on May 5, 2000.
TRITON PCS HOLDINGS, INC.
(Registrant)
By: /S/ Michael E. Kalogris
----------------------------------------------
Michael E. Kalogris
CEO
By: /S/ David D. Clark
----------------------------------------------
David D. Clark
Executive Vice President & CFO
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 111,005
<SECURITIES> 0
<RECEIVABLES> 31,351
<ALLOWANCES> 1,764
<INVENTORY> 20,981
<CURRENT-ASSETS> 174,108
<PP&E> 534,858
<DEPRECIATION> 51,481
<TOTAL-ASSETS> 972,319
<CURRENT-LIABILITIES> 131,099
<BONDS> 514,479
96,578
5
<COMMON> 448,571
<OTHER-SE> (260,476)
<TOTAL-LIABILITY-AND-EQUITY> 972,319
<SALES> 6,729
<TOTAL-REVENUES> 62,848
<CGS> 11,732
<TOTAL-COSTS> 38,116
<OTHER-EXPENSES> 59,970
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 11,835
<INCOME-PRETAX> (44,363)
<INCOME-TAX> 0
<INCOME-CONTINUING> (44,363)
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<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (44,363)
<EPS-BASIC> (0.75)
<EPS-DILUTED> (0.75)
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