<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO
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COMMISSION FILE NUMBER 000-29667
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VOICESTREAM WIRELESS CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 91-1983600
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
3650 131ST AVENUE S.E.,
BELLEVUE, WASHINGTON 98006
- --------------------------------------- ---------------
(Address of principal executive offices) (Zip Code)
(425) 653-4600
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(Registrant's telephone number, including area code)
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since
last report.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Title Shares Outstanding as of May 5, 2000
- -------------------------------------------------------------------------------
Common Stock, no par value 213,004,636
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VOICESTREAM WIRELESS CORPORATION
FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2000
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C> <C>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Consolidated Balance Sheets.................................................................3
Consolidated Statements of Operations.......................................................4
Consolidated Statements of Cash Flows.......................................................5
Notes to Consolidated Financial Statements..................................................6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS ............................................14
PART II - OTHER INFORMATION........................................................................23
ITEM 1. LEGAL PROCEEDINGS.........................................................................23
ITEM 2. CHANGES IN SECURITIES.....................................................................23
ITEM 3. DEFAULTS UPON SENIOR SECURITIES...........................................................23
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.......................................23
ITEM 5. OTHER INFORMATION.........................................................................24
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K..........................................................24
</TABLE>
2
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VOICESTREAM WIRELESS CORPORATION
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
------------- -------------
(Unaudited)
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 176,258 $ 235,433
Accounts receivable, net of allowance for doubtful accounts of
$39,466 and $17,482, respectively 176,695 97,739
Inventory 126,211 63,072
Prepaid expenses and other current assets 79,552 14,332
------------- -------------
Total current assets 558,716 410,576
Property and equipment, net of accumulated depreciation
of $343,462 and $284,670, respectively 1,501,399 931,792
Licensing costs and other intangible assets, net of accumulated
amortization of $28,975 and $21,815, respectively 1,426,833 450,261
Goodwill, net of accumulated amortization
of $17,153 and $0, respectively 4,112,253
Investments in and advances to unconsolidated affiliates 1,075,787 409,721
Other assets 16,421 19,563
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$ 8,691,409 $ 2,221,913
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 58,699 $ 22,878
Accrued liabilities 386,500 116,031
Construction accounts payable 51,254 61,398
Current portion of long-term debt 124,836
Payable to Western Wireless 2,778
------------- -------------
Total current liabilities 621,289 203,085
Long-term debt 4,223,245 2,011,451
Commitments (Note 7)
Preferred stock of consolidated subsidiary 302,339
VoiceStream 2.5% convertible junior preferred stock; $0.001 par value;
100,000,000 shares authorized; 7,606 shares
issued and outstanding 761,475
Shareholders' equity:
Common stock, $0.001 par value, and paid in capital; 1.0 billion shares
authorized; 160,244,772 and 96,305,360
shares issued and outstanding, respectively 4,078,164 1,095,539
Deferred compensation (28,875) (25,264)
Deficit (1,266,228) (1,062,898)
------------- -------------
Total shareholders' equity 2,783,061 7,377
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$ 8,691,409 $ 2,221,913
============= =============
</TABLE>
See accompanying notes to consolidated financial statements
3
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VOICESTREAM WIRELESS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three months ended March 31,
---------------------------------
2000 1999
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<S> <C> <C>
Revenues:
Subscriber revenues $ 170,750 $ 53,246
Prepaid revenues 25,202 904
Roamer revenues 10,184 1,742
Equipment sales 33,910 10,919
Other revenues 16,952 900
------------- -------------
Total revenues 256,998 67,711
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Operating expenses:
Cost of service 62,317 17,768
Cost of equipment sales 58,902 25,246
Cost of engineering services 283
Research and development, net 295
General and administrative 79,049 21,392
Sales and marketing 87,580 35,022
Depreciation and amortization 82,092 25,764
Stock-based compensation 5,596
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Total operating expenses 376,114 125,192
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Operating loss (119,116) (57,481)
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Other income (expense):
Interest and financing expense, net (81,231) (11,605)
Equity in net loss of unconsolidated affiliates (16,284) (10,710)
Interest income and other 15,044 2,610
Accretion of preferred stock of consolidated subsidiary (1,743)
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Total other income (expense) (84,214) (19,705)
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Net loss (203,330) (77,186)
Preferred dividends attributable to VoiceStream junior preferred (875)
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Net loss attributable to common shareholders $ (204,205) $ (77,186)
============= =============
Basic and diluted loss per common share $ (1.68) $ (0.81)
============= =============
Weighted average common shares used in computing
basic and diluted loss per common share 121,196,800 95,541,600
============= =============
</TABLE>
See accompanying notes to consolidated financial statements
4
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VOICESTREAM WIRELESS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three months ended March 31,
---------------------------------
2000 1999
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<S> <C> <C>
Operating activities:
Net loss $ (203,330) $ (77,186)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 82,092 25,764
Interest accretion on senior discount notes 12,010
Equity in net loss of unconsolidated affiliates 16,284 10,710
Stock-based compensation 5,596
Allowance for bad debt 10,056 213
Other, net (5,085) 204
Changes in operating assets and liabilities, net of effects
from consolidating acquired interests:
Accounts receivable, net (31,346) (5,071)
Inventory (46,924) 5,775
Prepaid expenses and other current assets (37,680) (4,249)
Accounts payable 28,659 (11,853)
Accrued liabilities 73,355 12,863
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Net cash used in operating activities (96,313) (42,830)
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Investing activities:
Purchase of property and equipment (179,620) (62,198)
Additions to goodwill, licensing costs and
other intangibles (2,855) (1,374)
Acquisition of wireless properties, net of cash acquired (418,205)
Investments in and advances to unconsolidated affiliates (278,400) (40,730)
Other (2,089)
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Net cash used in investing activities (881,169) (104,302)
------------- -------------
Financing activities:
Proceeds from issuance of common stock and preferred stock, net 1,309,765
Additions to long-term debt 1,900,000 150,000
Repayment of long-term debt (2,234,583)
Deferred financing costs (56,875)
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Net cash provided by financing activities 918,307 150,000
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Change in cash and cash equivalents (59,175) 2,868
Cash and cash equivalents, beginning of period 235,433 8,057
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Cash and cash equivalents, end of period $ 176,258 $ 10,925
============= =============
</TABLE>
See accompanying notes to consolidated financial statements
5
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VOICESTREAM WIRELESS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. ORGANIZATION:
We provide wireless communications services in urban markets in the United
States using the Global System for Mobile Communications, or GSM, technology. We
were incorporated in June 1999 as a Delaware corporation to act as the parent
company for business combinations involving our predecessor, now named VS
Washington Corporation. On February 25, 2000, pursuant to a reorganization
agreement approved by the stockholders of U.S. Washington and Omnipoint
Corporation we, as a holding company, became the parent of VS Washington and of
Omnipoint. On February 24, 2000, the stockholders of VS Washington and Aerial
Communications, Inc. approved our acquisition by merger of Aerial. The Aerial
merger was completed as of May 4, 2000. Our current business activities consist
of the combined businesses of VS Washington and Omnipoint.
Prior to May 3, 1999, VS Washington was an 80.1% owned subsidiary of Western
Wireless Corporation. The remaining 19.9% was owned by Hutchison
Telecommunications PCS (USA) Limited, a subsidiary of Hutchison Whampoa Limited,
a Hong Kong company. On May 3, 1999, VS Washington was formally separated in a
spin-off transaction from Western Wireless' other operations.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
The accompanying interim consolidated financial statements and the financial
information included herein are unaudited, but reflect all adjustments which
are, in the opinion of management, necessary for a fair presentation of the
financial position, results of operations and cash flows for the periods
presented. All such adjustments are of a normal, recurring nature. Results of
operations for interim periods presented herein are not necessarily indicative
of results of operations for the entire year.
Capitalized interest
Our PCS licenses and wireless communications systems represent qualified
assets pursuant to Statement of Financial Accounting Standards ("SFAS") No. 34,
"Capitalization of Interest Cost." VoiceStream capitalized interest of $67,000
during the three months ended March 31, 2000 and $1.6 million during the same
period in 1999.
Intangible assets and amortization
Goodwill consists of the excess of the purchase price over the fair value of
assets acquired in the Omnipoint merger (see Note 3), and is being amortized
over a useful life of 20 years. Licensing costs, including those acquired from
Omnipoint, are amortized over a useful life of 40 years.
Supplemental cash flow disclosure
Cash paid for interest (net of amounts capitalized) was $8.7 million for the
three months ended March 31, 2000 and $12.7 million for the same period in 1999.
Reclassifications
Certain amounts in prior period financial statements have been reclassified
to conform to the 2000 presentation.
6
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VOICESTREAM WIRELESS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):
Recently issued accounting pronouncements:
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." It requires the
recognition of all derivatives as either assets or liabilities and the
measurement of those instruments at fair value. The implementation of SFAS No.
133 is not expected to have a material impact on our financial position or
results of operations. SFAS No. 137, "Accounting for Derivative Instruments and
Hedging Activities -- Deferral of the Effective Date of FASB Statement No. 133",
issued in August 1999, postpones for one year the mandatory effective date for
adoption of SFAS No. 133 to January 1, 2001.
In December 1999, the Securities and Exchange Commission ("SEC") issued Staff
Accounting Bulletin Number 101, "Revenue Recognition in Financial Statements."
This bulletin will become effective for the issuance of VoiceStream's June 30,
2000, quarterly financial statements. This bulletin establishes more clearly
defined revenue recognition criteria than previously existing accounting
pronouncements, and specifically addresses revenue recognition requirements for
non-refundable fees, such as activation fees collected by a company upon
entering into an arrangement with a customer, such as an arrangement to provide
telecommunication services. VoiceStream is currently evaluating the full impact
of this bulletin to determine the impact on its financial position and results
of operations.
In March 2000, the Financial Accounting Standards Board (FASB) released FASB
Interpretation No. 44, "Accounting for Certain Transactions involving Stock
Compensation, an interpretation of APB Opinion No. 25," which provides
clarification of Opinion 25 for certain issues such as the determination of an
employee, the criteria for determining whether a plan qualifies as a
non-compensatory plan and the accounting consequences of various modifications
to the terms of a previously fixed stock option or award. We believe that our
practices are in conformity with this guidance, and therefore Interpretation No.
44 will have no impact on the Company's financial statements.
3. OMNIPOINT CORPORATION MERGER:
On February 25, 2000, we completed the merger with Omnipoint and accordingly,
subsequent to this date, Omnipoint results are included in VoiceStream's
consolidated results. Omnipoint provides PCS services in urban markets primarily
in the eastern United States. The merger was accounted for using the purchase
method. Pursuant to the agreement, we exchanged 0.825 of a share of VoiceStream
common stock plus $8.00 in cash for every share of outstanding Omnipoint common
stock. In conjunction with the merger agreement, we committed to invest a total
of $150.0 million in Omnipoint, of which $102.5 million was invested in
Omnipoint preferred stock upon signing of the merger agreement in June 1999. The
remaining $47.5 million was invested in Omnipoint preferred stock on October 1,
1999.
In connection with the Omnipoint merger agreement, Hutchison
Telecommunications PCS (USA) ("Hutchison") made an investment of $957.0 million
into the combined company for common and redeemable convertible preferred
securities. $102.5 million of this investment was invested directly in Omnipoint
preferred stock subsequent to finalizing the merger agreement in June 1999. In
addition, another $47.5 million was invested in Omnipoint preferred stock in
October 1999. The remaining $807.0 million was invested into VoiceStream upon
the closing of the merger. Also upon completion of the merger, Hutchison
exchanged its $150 million investment in Omnipoint preferred stock for common
stock of VoiceStream at $29 per share. Additionally, Sonera, Ltd, ("Sonera") a
Finnish telecommunications company, who holds an investment in Aerial Operating
Company ("AOC"), a subsidiary of Aerial, invested $500.0 million in VoiceStream
at the closing of the Omnipoint merger, purchasing VoiceStream common shares at
$57 per share.
7
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VOICESTREAM WIRELESS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
3. OMNIPOINT CORPORATION MERGER (CONTINUED)
The components of the purchase price and the preliminary allocation are as
follows (in thousands, except share data):
<TABLE>
<CAPTION>
<S> <C>
Consideration and merger costs:
Total value of shares issued in merger (a) $1,538,000
Cash payments 627,000
Fair value of options and warrants converted 859,000
Fair value of liabilities assumed inclusive of minority interest 3,200,000
Merger related costs 19,000
Cook Inlet exchange rights 28,000
----------
Subtotal $6,271,000
Preliminary allocation of purchase price:
Current assets 175,000
Property, plant and equipment 473,000
Investments in unconsolidated affiliates 565,000
Licenses and other intangibles 929,000
----------
Preliminary goodwill $4,129,000
==========
</TABLE>
(a)The total number of VoiceStream shares issued in conjunction with the
merger was 52,952,399.
The above allocation reflects the estimated fair value of assets and
liabilities acquired as of the date of acquisition. Some allocations are based
on valuations which are currently being finalized. Management does not believe
that the final purchase price allocation will produce materially different
results than those reflected above.
Unaudited pro forma operating results, assuming the merger with Omnipoint
occurred on January 1 of each of the respective years are as follows:
<TABLE>
<CAPTION>
(In thousands, except per share data) THREE MONTHS ENDED MARCH 31
2000 1999
-------------- --------------
<S> <C> <C>
Total revenues $ 351,671 $ 128,288
Net loss $ (373,918) $ (282,739)
Basic and diluted loss per common share $ (2.34) $ (1.78)
</TABLE>
4. PROPERTY AND EQUIPMENT:
<TABLE>
<CAPTION>
(In thousands) THREE MONTHS ENDED MARCH 31
2000 1999
---------- ----------
<S> <C> <C>
Land, buildings, and improvements $ 13,043 $ 24,590
Wireless communications systems 1,249,141 849,148
Furniture and equipment 177,354 109,576
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1,439,538 983,314
Less accumulated depreciation (343,462) (284,670)
---------- ----------
1,096,076 698,644
Construction in progress 405,323 233,148
---------- ----------
$1,501,399 $ 931,792
========== ==========
</TABLE>
Depreciation expense was $58.2 million during the three months ended March
31, 2000 and $22.9 million for the same period in 1999.
8
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' VOICESTREAM WIRELESS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
5. INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES:
Cook Inlet VoiceStream PV/SS PCS, LP
A subsidiary of VoiceStream holds a 49.9% interest in Cook Inlet VoiceStream
PV/SS PCS, LP ("Cook Inlet PCS"). VoiceStream funded the operations of Cook
Inlet PCS during the three months ended March 31, 2000 through loans evidenced
by promissory notes which are due 180 days after the date of issuance. The
weighted average interest rate was 15% for the first quarter 2000. All
promissory notes that have come due were replaced with new promissory notes. The
total investment in Cook Inlet PCS, including advances under such promissory
notes, was $180.4 million at March 31, 2000 and $124.6 million at December 31,
1999.
Cook Inlet/VoiceStream PCS, LLC
A subsidiary of VoiceStream holds a 49.9% interest in Cook Inlet/VoiceStream
PCS, LLC ("CIVS"). This entity owns, among others, the Dallas and Chicago FCC
BTA licenses. In January 2000, CIVS reached an agreement with an infrastructure
equipment vendor providing CIVS with credit facilities up to $735 million,
composed of a $160 million revolving credit agreement, term loans of up to $325
million, consisting of $125 million in Tranche A and $200 million in Tranche B,
$100 million of 13% Series A Senior Discount Notes, and up to $150 million of
13% Series A Subordinated Notes. These facilities are not guaranteed by
VoiceStream but are secured by certain assets of CIVS. The net proceeds will be
used to finance capital expenditures, permitted investments, and for working
capital. The amount available for borrowing pursuant to the senior credit
facilities, consisting of the revolver and term loans, is based upon certain
equipment purchases by CIVS up to the maximum $485 million available.
Cook Inlet/VoiceStream PCS II and III, LLC
Under the Designated Entity rules set forth by the FCC, VoiceStream can not
own or operate C and F Block licenses. Omnipoint's C and F Block licenses,
assets and liabilities associated with these licenses and operations were
transferred to two new joint venture entities controlled by Cook Inlet.
VoiceStream has accounted for this transfer of non-monetary assets as an
investment at VoiceStream's historical cost, which equates to the fair value of
these assets and liabilities as the result of the purchase accounting performed
for the merger. The excess purchase price attributed to these assets has been
allocated between license costs and goodwill and is being amortized into the
loss of unconsolidated affiliates over 40 and 20 years, respectively. Each of
these joint venture entities, Cook Inlet/VoiceStream GSM II PCS, LLC ("CIVS II")
and Cook Inlet/VoiceStream GSM III PCS, LLC ("CIVS III"), qualify as a
Designated Entity.
Cook Inlet has contributed a total of $75 million in cash to these joint
venture entities for its 50.1% ownership and exchange rights. Immediately prior
to the merger, Omnipoint contributed a combination of non-cash assets and
liabilities for its 49.9% ownership. Cook Inlet holds the majority of voting
power in each of these joint venture entities. As part of this transaction, Cook
Inlet has certain rights, but not the obligation, to exchange its joint venture
interests for a total of 3,750,000 shares of VoiceStream common stock for a 30
day period beginning after the FCC regulatory holding period has expired
(currently five years after the issuance date of the licenses held by CIVS II
and CIVS III). For CIVS II, this date is in the second quarter of 2002, and for
CIVS III in the fourth quarter of 2004. These rights are conditioned upon the
FCC's Designated Entity rules and VoiceStream's legal ability to own the C and F
Block licenses at the time of the exchange under such rules.
In July 1997, and subsequently amended in June 1999 and thereafter, Omnipoint
through its wholly-owned subsidiary OPCS Philadelphia Holdings LLC (Philadelphia
Holdings) entered into a credit facility agreement with Ericsson to provide
financing to Philadelphia Holdings for up to $150 million for the purpose of
financing the build out of networks in the Philadelphia and Dover markets. On
May 4, 2000 CIVS II through Philadelphia Operating Company (Philadelphia
Operating), a wholly-owned subsidiary of Philadelphia Holdings, entered into a
$350 million refinance agreement with Ericsson (New Ericsson Credit Facility)
for the purpose of financing the continued build out of networks and the
operations of the Philadelphia, Atlantic City and Dover markets. Under the terms
of the New Ericsson Credit Facility, Philadelphia Operating is subject to
certain financial and operational covenants, including restrictions on levels of
indebtedness, minimum annualized revenues and cash flows and certain other
financial maintenance requirements. Additionally, the New Ericsson Credit
Facility provides that, among other events, failure to pay amounts due to the
FCC shall constitute an event of default. The New Ericsson Credit Facility is
collateralized by substantially all of the assets of Philadelphia Operating and
its license subsidiaries, including a pledge of all capital stock of each
license subsidiary.
9
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VOICESTREAM WIRELESS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
5. INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES (CONTINUED):
The New Ericsson Credit Facility consists of a revolving credit facility of
up to $150 million and a $200 million term loan. The term loan was drawn at
closing. A portion of the term loan draw was used to repay the Philadelphia
Holdings credit facility. Under the terms of the agreement, the lender may elect
to subordinate the revolving portion of the facility to the term loan. The
principal amount of the New Ericsson Credit Facility is payable in quarterly
installments beginning in 2004, with a final payment for the revolving portion
of the facility due on March 31, 2008 and the final payment for the term loan
due on March 31, 2009. Interest on the outstanding principal is generally
payable quarterly in arrears with regard to base rate loans and at the end of
the applicable interest period with regard to LIBOR loans (of which a portion of
the loan proceeds are available to finance such interest payments). Interest on
the New Ericsson Credit Facility is payable at varying interest rates at a base
rate or LIBOR plus, in each case, a set margin and commitment fee based on
Philadelphia Operating's revolver utilization rate. The Ericsson Credit Facility
may be repaid in whole or in part in minimum amounts of $2 million without a
premium.
Microcell investment
On February 28, 2000, VoiceStream completed the purchase of 9,590,000 newly
issued Class A shares of Microcell Telecommunications Inc. ("Microcell"), a
Canadian GSM operator for approximately $275 million. The per share transaction
price was equal to the closing market price of Microcell's publicly traded Class
B Non-Voting shares on the Nasdaq National Market System on January 6, 2000.
The Class A shares constitute approximately 15% of the issued and outstanding
equity securities of Microcell. Class A shares are non-voting but are
convertible at any time into common shares, which are voting (subject to
Canadian foreign ownership restrictions). If fully converted, these common
shares would represent a 22.6% voting interest in Microcell. Additionally,
VoiceStream is entitled to designate two members of Microcell's Board of
Directors. The investment is being accounted for using the equity method.
6. LONG-TERM DEBT:
<TABLE>
<CAPTION>
(In thousands) MARCH 31, DECEMBER 31,
2000 1999
------------- -------------
<S> <C> <C>
Previous credit facility:
Revolver $ 250,000
Term loan 250,000
Term loan under new credit facility $ 1,900,000
10 3/8 % Senior Notes 1,100,000 1,100,000
11 7/8 % Senior Discount Notes 720,000 720,000
11 5/8% Senior Notes and Series A Senior Notes 450,000
14% Senior Notes 142,800
11 1/2% Senior Notes 205,000
FCC license obligation 124,835
------------- -------------
4,642,635 2,320,000
Less unamortized discount and premium, net (294,554) (308,549)
Less current portion of long-term debt (124,836)
------------- -------------
$ 4,223,245 $ 2,011,451
============= =============
</TABLE>
On February 25, 2000, immediately following the completion of the Omnipoint
merger, VoiceStream entered into a new credit facility with a consortium of
lenders. Pursuant to the new credit facility, the lenders have made available
revolving credit loans and term loans in an aggregate principal amount not to
exceed $3.25 billion. The revolving credit portion of the new credit facility is
a $1.35 billion reducing revolving credit. Immediately following the completion
of the Omnipoint merger, VoiceStream used the proceeds of draws on the new
credit facility to repay certain long-term debt of Omnipoint. Additionally, a
portion of the cash equity investments received from Hutchison and Sonera,
described in Note (3), were used to pay off the remaining balance on the
previous credit facility.
10
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VOICESTREAM WIRELESS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
6. LONG-TERM DEBT (CONTINUED):
The availability of the revolving credit portion of the new credit facility
declines over the period commencing three years after the closing date through
the eighth anniversary of the closing date in the following percentages: 10% in
year four, 15% in year five, 20% in year six, 20% in year seven and 35% in year
eight. The term loan portion of the new credit facility is comprised of a $900
million Tranche A and a $1 billion Tranche B. Tranche A is required to be
amortized at the same rate that the availability under the revolving credit
portion of the new credit facility reduces with a final maturity on the eighth
anniversary of the closing date. Tranche B is required to be amortized in the
following amounts during the period commencing three years after the closing
date through the ninth anniversary: $10 million in each of years four through
eight and the remaining balance in year nine.
Borrowings under Tranche A bear interest, at VoiceStream's option, at an
annual rate of interest equal to either (1) the greater of (a) the prime rate,
or (b) the Federal Funds rate plus _%, or (2) a Eurodollar rate, in each
instance plus an applicable margin. Such applicable margin will range to a
maximum of 1.50%, in the case of loans based on the prime rate or Federal Funds
rate, and to a maximum of 2.75%, in the case of loans based on a Eurodollar
rate, in each case based upon certain factors including the ratio of total
indebtedness to operating cash flow, as defined in the new credit facility.
Tranche B bears interest, at VoiceStream's option, at an annual rate of
interest equal to either (1) the greater of (a) the prime rate, or (b) the
Federal Funds rate plus 1/2%, or (2) a Eurodollar rate, plus an applicable
margin. Such applicable margin is a fixed percentage of 1.75%, in the case of
loans based on the prime rate or Federal Funds rate, and 3.0% in the case of
loans based on a Eurodollar rate.
The new credit facility contains affirmative and negative covenants, with
which VoiceStream must comply, including financial covenants, and provides for
various events of default. The repayment of the loans is secured by, among other
things, the grant of a security interest in the capital stock and assets of
VoiceStream and certain of its subsidiaries.
The new credit facility permits up to $1.5 billion of additional
indebtedness, including up to $1 billion for a vendor facility, which would
become part of the new credit facility, by amendment, subject to the same
covenants and secured by the same collateral. On April 28, 2000, we entered into
a vendor facility with an infrastructure equipment vendor and a bank that
provides up to $1 billion in senior credit facilities and VoiceStream has agreed
to acquire certain equipment, software and services from the vendor. The vendor
facility has a maturity of 9.25 years and is available in multiple draws,
including $500 million that was drawn on April 28, 2000, $250 million that can
be drawn by July 14, 2000, and $250 million that can be drawn by October 31,
2000. Net proceeds of the vendor facilities will be used for the same purposes
as other proceeds under the new credit facility.
Certain long-term debt agreements of Omnipoint, and now of VoiceStream,
contain provisions which require us to offer repayment of outstanding amounts
when a change of control occurs. The Omnipoint merger constituted a change of
control. Additionally, the holders of the debt issued under certain of these
agreements were entitled to a prepayment premium. In accordance with the
provisions of such long-term debt, we offered to purchase, at 101% of the
principal amount, the 11.625% Senior Notes due 2006 and the 11.625% Series A
Notes due 2006. The offer to purchase expired on April 28, 2000. Notes
representing $343,000 of the combined principal amount were redeemed by
note holders.
The credit facility requires VoiceStream to enter into interest rate swap and
cap agreements to manage the interest rate exposure pertaining to borrowings
under the credit facility. VoiceStream had entered into interest rate caps and
swaps with a total notional amount of $325.0 million at March 31, 2000.
Generally these instruments have initial terms ranging from 1 to 4 years and
effectively convert variable rate debt to fixed rate. The weighted average
interest rate under these agreements was approximately 6.06% during the three
months ended March 31, 2000. The amount of unrealized gain or loss attributable
to changing interest rates at March 31, 2000 was not material.
The aggregate amounts of principal maturities of VoiceStream's long-term debt
at March 31, 2000, are as follows (in thousands):
Nine months ending December 31, 2000 $ 331,994
Year ending December 31,
11
<PAGE> 12
VOICESTREAM WIRELESS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
<TABLE>
<CAPTION>
<S> <C>
2001 271,384
2002 239,271
2003 529,271
2004 538,571
Thereafter 2,732,144
-----------
$ 4,642,635
===========
</TABLE>
7. COMMITMENTS:
Future minimum payments required under operating leases and agreements that
have initial or remaining noncancellable terms in excess of one year as of March
31, 2000, are summarized below (in thousands):
<TABLE>
<CAPTION>
<S> <C>
Nine months ending December 31, 2000 $ 87,036
Year ending December 31,
2001 110,576
2002 102,474
2003 95,851
2004 87,477
Thereafter 192,567
-----------
$ 675,981
===========
</TABLE>
Aggregate rental expense for all operating leases was approximately $27.5
million during the three months ended March 31, 2000, and $6.8 million for the
same period in 1999.
In order to ensure adequate supply and availability of certain infrastructure
equipment requirements and service needs, VoiceStream has committed to purchase
PCS equipment from various suppliers. The aggregate amount of these commitments
total approximately $1,247 million. At March 31, 2000, VoiceStream has ordered
approximately $697 million under all of these agreements, of which approximately
$37 million is undelivered. In April 2000, VoiceStream committed to purchase an
additional $300 million of similar PCS equipment from a supplier.
VoiceStream and its affiliates have various other purchase commitments for
materials, supplies and other items incident to the ordinary course of business
which are neither significant individually nor in the aggregate. Such
commitments are not at prices in excess of current market value.
Contingencies:
As a result of the Omnipoint and Aerial mergers, VoiceStream may have to make
substantial tax indemnity payments to Western Wireless. In the spin-off
transaction effected on May 3, 1999, Western Wireless distributed its entire
80.1% interest in VoiceStream's common stock to its stockholders. Western
Wireless will recognize gain as a result of the spin-off, if the spin-off is
considered to be part of a plan or series of related transactions pursuant to
which one or more persons acquire, directly or indirectly, 50% or more of
VoiceStream's common stock, considered under IRS rules a "prohibited
transaction". VoiceStream has agreed to indemnify Western Wireless on an
after-tax basis for any taxes, penalties, interest and various other expenses
incurred by Western Wireless if it is required to recognize such a gain. The
amount of such gain that Western Wireless would recognize would be equal to the
difference between the fair market value of VoiceStream common stock at the time
of the spin-off and Western Wireless' adjusted tax basis in such stock at the
time.
In the absence of direct authority, and although the issue is not free from
doubt, VoiceStream believes that it should be able to establish that the
spin-off and VoiceStream Delaware's acquisitions of VoiceStream's stock pursuant
to the mergers, in conjunction with the related transactions and Hutchison's
acquisition of its existing VoiceStream stock within two years prior to the
spin-off, are not pursuant to a prohibited plan. However, if the IRS were to
take the position that a prohibited plan did occur, the estimated range of
possible liability of VoiceStream, not including interest and penalties, if any,
is from zero to $400 million.
Fourteen of the C Block licenses won by CIVS were issued subject to the
outcome of the bankruptcy proceedings of the original licensee. Pursuant to an
FCC order, the bankruptcy debtors elected to relinquish certain licenses, which
were subsequently reauctioned. A secured creditor of the debtors, filed with the
court a motion for reconsideration of
12
<PAGE> 13
VOICESTREAM WIRELESS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
the election order, which was denied. An appeal of this denial is currently
before the U. S. District Court of Northern Maryland. Because the appeal of the
election order is still pending, there is uncertainty as to these C Block
licenses of the Cook Inlet entities. In the event that these licenses are
returned to the jurisdiction of the bankruptcy court, it is unlikely that the
Cook Inlet entities will be able to recoup any or all of the costs incurred by
them in connection with the construction and development of systems related to
such licenses.
8. RELATED PARTY TRANSACTIONS:
Cook Inlet Partners
VoiceStream and the Cook Inlet Partners have entered into reciprocal
technical services agreements which allow each to utilize airtime on the other's
spectrum, and/or utilize wireless system infrastructure, in certain agreed upon
markets. The agreements are structured such that each performs as a reseller for
the other and related fees are charged and paid between the parties. During the
three months ended March 31, 2000, we earned revenues of $16.9 million and
incurred expenses of $19.5 million related to these agreements. During the three
months ended March 31, 1999, we earned revenues of $0.9 million and incurred
expenses of $1.0 million.
13
<PAGE> 14
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
LITIGATION REFORM ACT OF 1995.
Information contained or incorporated by reference herein that are not based on
historical fact, including without limitation, statements containing the words
"believes," "may," "will," "estimate," "continue," "anticipates," "intends,"
"expects" and words of similar import, constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that may cause the actual results, events or developments to be
materially different from any future results, events or developments expressed
or implied by such forward-looking statements. Such factors include, among
others, the following: general economic and business conditions, both nationally
and in the regions in which VoiceStream operates; technology changes;
competition; changes in business strategy or development plans; the high
leverage of VoiceStream; the ability to attract and retain qualified personnel;
existing governmental regulations and changes in, or the failure to comply with,
governmental regulations; liability and other claims asserted against
VoiceStream; and other factors referenced in VoiceStream's filings with the
Securities and Exchange Commission. GIVEN THESE UNCERTAINTIES, READERS ARE
CAUTIONED NOT TO PLACE UNDUE RELIANCE ON SUCH FORWARD-LOOKING STATEMENTS.
VoiceStream disclaims any obligation to update any such factors or to publicly
announce the result of any revisions to any of the forward-looking statements
contained herein to reflect future results, events or developments.
The following is a discussion and analysis of the consolidated financial
condition and results of operations of VoiceStream and should be read in
conjunction with VoiceStream's consolidated financial statements and notes
thereto and other financial information included herein and in VoiceStream's
Form 10-K for the year ended December 31, 1999. Due to the phase of the business
cycle of VoiceStream's personal communications services ("PCS") operations,
VoiceStream's operating results for prior periods may not be indicative of
future performance.
OVERVIEW
VoiceStream provides wireless communications services in urban markets in the
United States through the ownership and operation of PCS licenses and through
its minority interest in joint ventures that own and operate similar licenses.
VoiceStream also holds an investment in a Canadian PCS operator.
We were formed in 1994 as Western PCS Corporation. Prior to May 3, 1999, we
were an 80.1% owned subsidiary of Western Wireless Corporation. The remaining
19.9% was owned by Hutchison Telecommunications PCS (USA) Limited, a subsidiary
of Hutchison Whampoa Limited, a Hong Kong company. As the result of a spin-off
transaction affected May 3, 1999, we formally separated from Western Wireless'
other operations.
On February 25, 2000, we merged with Omnipoint Corporation. Omnipoint,
directly and through joint ventures in which it has interests, provides PCS
services in urban markets, including New York, NY, Detroit, MI, Boston, MA,
Philadelphia, PA, Miami, FL, and Indianapolis, IN.
On February 24, 2000, our shareholders approved a merger with Aerial
Telecommunications Inc. Aerial provides PCS services in urban markets including
Columbus, OH, Houston, TX, Kansas City, MO, Minneapolis, MN, Pittsburgh, PA, and
Tampa-St. Petersburg, FL. The Aerial merger was completed on May 4, 2000. As a
result, the reported results of operations for the three months ended March 31,
2000, do not include any of the results of Aerial's operations.
14
<PAGE> 15
We did not commence operations in any of our markets until February 1996.
From that date on we have launched service in a variety of our markets as
follows:
<TABLE>
<CAPTION>
1996 1997 1998 1999
- ---- ---- ---- ----
<S> <C> <C> <C>
Honolulu El Paso Phoenix/Tucson Seattle/Tacoma
Portland Boise San Antonio/Austin
Salt Lake City Denver Washington DC/Baltimore
Albuquerque
Oklahoma City
Des Moines
</TABLE>
Additionally, the following operational markets were acquired as a result of the
Omnipoint merger in February of 2000:
New York Indianapolis
Detroit Hartford
Boston/Providence Albany
Miami/Ft. Lauderdale New Haven
Due to the varying dates at which each of the markets became operational, the
expenses and revenues incurred during any period may not be comparable to
another period and may not be representative of future operations. Additionally,
during each period being discussed, a portion of the operating expenses was
related to start-up costs incurred before the commencement of operations in each
of the markets. Exclusive of depreciation and amortization expense, which was
not material, approximately $0.8 million of start-up costs was incurred in the
three months ended March 31, 2000, and $0.8 million in the three months ended
March 31, 1999.
We hold minority interests in joint ventures that have operations in five
markets. Our financial accounting for these minority interests differs from that
for markets we own because we account for them as investments using the equity
method of accounting. Our net share of the revenues and expenses of markets
operated by joint ventures are reflected on a single line in our consolidated
statements of operations. Additionally, our portion of the assets and
liabilities of each joint venture are reflected, net of our portion of each
joint ventures' cumulative net income or loss, in one line on our balance sheet.
15
<PAGE> 16
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
We had 1,811,600 customers at March 31, 2000, a 114.2% increase from December
31, 1999. Of this, 763,300 were acquired as a result of the Omnipont merger. We
had 417,300 subscribers at March 31, 1999, a 29.4% increase from December 31,
1998. The following table sets forth certain financial data as it relates to our
operations:
<TABLE>
<CAPTION>
(Dollars in thousands) THREE MONTHS ENDED MARCH 31,
------------------------------------------
2000 % CHANGE 1999
--------- -------- ---------
Revenues:
<S> <C> <C> <C>
Subscriber revenues $ 170,750 221% $ 53,246
Prepaid revenues 25,202 2,688% 904
Roamer revenues 10,184 485% 1,742
Equipment revenues 33,910 211% 10,919
Other revenues 16,952 1,784% 900
--------- ---------
Total revenues 256,998 280% 67,711
Operating expenses:
Cost of service 62,317 251% 17,768
Cost of equipment sales 58,902 133% 25,246
Cost of engineering services 283 N.M.
Research and development, net 295 N.M.
General and administrative 79,049 270% 21,392
Sales and marketing 87,580 150% 35,022
Depreciation and amortization 82,092 219% 25,764
Stock-based compensation 5,596 N.M.
--------- ---------
Total operating expenses 376,114 200% 125,192
--------- ---------
Other income (expense) (84,214) 327% (19,705)
--------- ---------
Net Loss $(203,330) 163% $ (77,186)
========= ========
Adjusted EBITDA $ (31,428) (1)% $ (31,717)
========= =========
Cash flows provided by (used in):
Operating activities $ (96,313) 124% $ (42,830)
========= =========
Investing activities $(881,169) 745% $(104,302)
========= =========
Financing activities $ 918,307 512% $ 150,000
========= =========
</TABLE>
REVENUES
The increase in service revenues (subscriber, prepaid and roamer revenues) is
due to: i) the increase in the number of subscribers and ii) an increase in the
average monthly subscriber revenue per average subscriber, or ARPU.
Additionally, included in the first quarter of 2000 results is $49.3 million in
service revenue generated by the markets acquired in the Omnipoint merger.
The increase in subscribers is partially due to the subscribers acquired as a
result of the Omnipont merger. Also contributing to the increase is the
continuing growth in the ten markets operating during the three months ended
March 31, 2000, which were also operating during the entire three months of
March 31, 1999. In addition, first quarter 2000 results included subscribers in
the Seattle/Tacoma, San Antonio/Austin and Washington DC/Baltimore markets that
became operational subsequent to the first quarter of 1999. Additionally, we
believe our "Get More" advertising campaign, featuring Jamie Lee Curtis, that
was initiated in the second quarter of 1998, has contributed to the rapid
subscriber growth throughout all of our markets. We intend to continue the "Get
More" advertising campaign. We expect it to continue to have a positive effect
on subscriber growth.
ARPU was $54.29 for the first quarter 2000 compared to $48.80 for the same
period in 1999. The addition of the Omnipoint markets increased ARPU by
approximately $1.30. The remaining change is the result of the average minutes
per subscriber continuing to increase and new subscribers opting for our most
popular and higher priced rate plans.
The increase in prepaid revenues is largely due to the addition of the
Omnipoint markets. Omnipoint had a more mature prepaid program than that of
VoiceStream and therefore the addition of this program after the merger
significantly increased revenues. We expect to continue the prepaid program,
with certain modifications to the
16
<PAGE> 17
supporting systems and marketing plan, and expect that the related revenues will
continue to increase through the remainder of 2000.
Roamer revenues are primarily the result of adding the Omnipont markets.
These markets contributed $4.1 million to the increase for the first quarter.
The remaining increase is a result of our continuing effort to procure domestic
and international roaming agreements with other carriers. We expect roamer
revenues to continue to increase during 2000 due to increased wireless
subscribers and our expanded coverage including the addition of the Aerial
operating markets in the second quarter of 2000.
Omnipoint and Aerial offer a variety of rate plans that differ from the plans
historically offered by VoiceStream. Over a period of time we will be
implementing our operating practices, an overall marketing program, including
rate plans, comparable to that in our existing operations. Service revenues are
expected to continue to increase, as the base of customers becomes larger.
However, the market response to our "Get More" advertising campaign may not be
as successful in Omnipoint and Aerial operating markets as it has been in
VoiceStream operating markets. As a result, service revenues and/or our customer
base may not grow as rapidly as they have in the past.
Equipment revenues increased as a result of more handsets sold. The increase
in handsets sold is due to the increase in the number of new operational markets
between years and launched continuing subscriber growth in the markets that were
operational in both periods. The addition of the Omnipoint markets contributed
$7.0 million to equipment sales in the first quarter of 2000. We anticipate
continued growth in equipment sales as a result of continued growth in
subscriber additions and the commencement of the "Get More" advertising campaign
in the Omnipoint and Aerial markets.
OTHER REVENUES
Other revenues consist primarily of revenue earned as part of the reciprocal
technical services agreements and resale agreements we have entered into during
1999 with the Cook Inlet entities. These agreements allow each of VoiceStream
and the Cook Inlet joint venture entities to utilize air time on the other's
spectrum and/or wireless system infrastructure, in certain agreed upon markets.
The agreements are structured such that each performs as a reseller for the
other and related fees are charged and paid between the parties. With the
addition of the Omnipoint markets, the number of these agreements has increased.
We expect to see revenues related to these agreements continue to increase as a
result of this and the increase in customer usage activity in 2000.
OPERATING EXPENSES
Cost of service expenses represent expenses incurred only by operational
markets. The Omnipoint merger contributed $12.1 million to the increase in cost
of service for the quarter. The remaining increase in cost of service is
primarily attributable to the increased costs of maintaining the expanding
wireless network and supporting a growing customer base. Cost of service as a
percentage of service revenues declined to 30.2% in the first quarter 2000 from
31.8% in the first quarter 1999 due to efficiencies gained from the growing
subscriber base. While cost of service expenses are expected to grow in 2000 due
to the growth in subscribers and operating markets, VoiceStream expects the cost
of service as a percentage of service revenue to decline as greater economies of
scale are realized.
Also included in cost of service are fees incurred as part of the reciprocal
technical services agreements with the Cook Inlet entities, as described above.
Expenses incurred during the three months ended March 31, 2000 were $19.5
million and expenses incurred during the three months ended March 31, 1999, were
$1.0 million.
Cost of equipment sales increased primarily due to the increase in handsets
sold. The Omnipoint merger contributed approximately $15.4 million to the
increase for the first quarter. Although subscribers generally are responsible
for purchasing or otherwise obtaining their own handsets, we have historically
sold handsets below cost to respond to competition and general industry practice
and expect to continue to do so in the future.
The increase in general and administrative expenses is primarily attributable
to the increased costs associated with supporting a larger subscriber base. The
Omnipont merger contributed approximately $19.3 million to the increase for the
first quarter of 2000. General and administrative costs per average subscriber
were $21.90 for the first quarter 2000 compared to $19.28 for the first quarter
1999. This increase is largely due to the cost incurred during the first quarter
of 2000 for the activities to integrate the Omnipoint and Aerial operations.
While general and administrative expenses are expected to grow in 2000 due to
the growth in subscribers and the addition of new operating markets, VoiceStream
expects the costs per average subscriber to begin to decline as greater
economies of scale are realized. The efficiencies we expect to gain due to the
increased subscriber base may be
17
<PAGE> 18
partially offset during the remainder of 2000 due to the increased costs
associated with integrating our back-end operations with those of Omnipoint and
Aerial.
The increase in sales and marketing costs is primarily due to the increase in
new subscribers. The Omnipoint merger contributed approximately $14.4 million to
the increase in the first quarter of 2000. Sales and marketing costs per net
subscriber added, including the loss on equipment sales, was $556 for the first
quarter 2000 compared to $520 for the first quarter 1999. This increase is
largely the result of changes in our distribution mix. We expect sales and
marketing cost per net subscriber added to begin to decline during 2000 due to
the anticipated growth in subscriber additions.
The increase in depreciation and amortization expense is attributable to the
continued expansion of our wireless systems and the assets and intangibles
acquired in the Omnipoint merger. The Omnipoint merger contributed approximately
$7.1 million to depreciation and $20.0 million to amortization for the first
quarter of 2000. FCC licenses are not amortized until the related market is
operational. These expenses will increase as new markets become operational and
with the addition of the Omnipoint and Aerial markets and systems.
PCS TECHNOLOGY
Cost of engineering services and research and development, net are directly
attributable to the costs incurred by a technology subsidiary acquired in the
Omnipoint merger in the first quarter of 2000. This subsidiary is party to
several engineering contract services agreements.
ADJUSTED EBITDA
Adjusted EBITDA represents operating income (loss) before depreciation,
amortization and stock-based compensation. Management believes Adjusted EBITDA
provides meaningful additional information on VoiceStream's operating results
and on its ability to service its long-term debt and other fixed obligations and
to fund its continuing growth. Adjusted EBITDA is considered by many financial
analysts to be a meaningful indicator of an entity's ability to meet its future
financial obligations, and growth in Adjusted EBITDA is considered to be an
indicator of future profitability, especially in a capital-intensive industry
such as wireless telecommunications. Adjusted EBITDA should not be construed as
an alternative to operating income (loss) as determined in accordance with
United States GAAP, as an alternate to cash flows from operating activities (as
determined in accordance with GAAP), or as a measure of liquidity. Because all
companies do not calculate Adjusted EBITDA in the same manner, VoiceStream's
presentation may not be comparable to other similarly titled measures used by
other companies.
The decrease in negative EBITDA for the first quarter 2000 compared to the
first quarter 1999 is attributable to increased revenues and operating
efficiencies gained from the growing subscriber base, partially offset by
increases in general and administrative and marketing costs associated with
supporting our larger subscriber base. VoiceStream expects EBITDA to improve
through 2000 for its operational markets; however, the commencement of
operations in new markets and the continued merger integration activity will
slow and could reverse this improvement.
OTHER INCOME (EXPENSE)
The increase in interest and financing expense in the first quarter of 2000
from the first quarter of 1999 is due to the increase in long-term debt.
Long-term debt was incurred primarily to fund the capital expenditures
associated with the build-out of the wireless systems. Interest expense will
increase in 2000 as a result of increased borrowings to fund the continued
expansion of the wireless network. The weighted average interest rate, before
the effect of capitalized interest, was 10.4% in the first quarter 2000 and 8.8%
in the first quarter 1999.
NET LOSS
The increase in net loss is attributable to the increase in depreciation and
amortization and the increase in interest expense. Additionally, equity in the
net losses of unconsolidated affiliates has increased due to the growth of the
operating markets in our joint ventures.
LIQUIDITY AND CAPITAL RESOURCES
Financing and Merger Activities
On February 25, 2000, immediately following the completion of the Omnipoint
merger, we entered into a new credit facility with a consortium of lenders.
Pursuant to the new credit facility, the lenders
18
<PAGE> 19
have made available revolving credit loans and term loans in an aggregate
principal amount not to exceed $3.25 billion. The revolving credit portion of
the new credit facility is a $1.35 billion reducing revolving credit.
Immediately following the completion of the Omnipoint merger, we used the
proceeds of draws on the new credit facility to repay certain long-term debt of
Omnipoint. Additionally, portions of the cash equity investments received from
Hutchison and Sonera, described below, were used to pay off the remaining
balance on the previous credit facility.
The availability of the revolving credit portion of the new credit facility
declines over the period commencing three years after the closing date through
the eighth anniversary of the closing date in the following percentages: 10% in
year four, 15% in year five, 20% in year six, 20% in year seven and 35% in year
eight. The term loan portion of the new credit facility is comprised of a $900
million tranche and a $1 billion tranche. The $900 million tranche is required
to be amortized at the same rate that the availability under the revolving
credit portion of the new credit facility reduces with a final maturity on the
eighth anniversary of the closing date. The $1 billion is required to be
amortized in the following amounts during the period commencing three years
after the closing date through the ninth anniversary: $10 million in each of
years four through eight and the remaining balance in year nine.
Borrowings under the $900 million tranche bear interest, at our option, at an
annual rate of interest equal to either (1) the greater of (a) the prime rate,
or (b) the Federal Funds rate plus 1/2%, or (2) a Eurodollar rate, in each
instance plus an applicable margin. Such applicable margin will range to a
maximum of 1.50%, in the case of loans based on the prime rate or Federal Funds
rate, and to a maximum of 2.75%, in the case of loans based on a Eurodollar
rate, in each case based upon certain factors including the ratio of total
indebtedness to operating cash flow, as defined in the new credit facility.
The $1 billion tranche bears interest, at our option, at an annual rate of
interest equal to either (1) the greater of (a) the prime rate, or (b) the
Federal Funds rate plus 1/2%, or (2) a Eurodollar rate, plus an applicable
margin. Such applicable margin is a fixed percentage of 1.75%, in the case of
loans based on the prime rate or Federal Funds rate, and 3.0% in the case of
loans based on a Eurodollar rate.
The new credit facility contains affirmative and negative covenants of the
borrowers, including financial covenants, and will provide for various events of
default. The repayment of the loans is secured by, among other things, the grant
of a security interest in the capital stock and assets of VoiceStream and
certain of its subsidiaries.
The new credit facility permits up to $1.5 billion of additional
indebtedness, including up to $1 billion for a vendor facility, which would
become part of the new credit facility, by amendment, subject to the same
covenants and secured by the same collateral. On April 28, 2000, we entered into
a new vendor facility with an infrastructure equipment vendor and a bank that
provides up to $1 billion in senior credit facilities and VoiceStream has agreed
to acquire certain equipment, software and services from the vendor. The vendor
facility has a maturity of 9.25 years and is available in multiple draws,
including $500 million that was drawn on April 28, 2000, $250 million that can
be drawn by July 14, 2000, and $250 million that can be drawn by October 31,
2000. Net proceeds of the vendor facility will be used for the same purposes as
other proceeds under the new credit facility.
Certain long-term debt agreements of Omnipoint, and now of VoiceStream,
contain provisions which required us to offer repayment of outstanding amounts
when a change of control occurs. The Omnipoint merger constituted a change of
control. Additionally, the holders of the debt issued under certain of these
agreements were entitled to a prepayment premium. In accordance with the
provisions of such long-term debt, we offered to purchase, at 101% of the
principal amount, the 11.625% Senior Notes due 2006 and the 11.625% Series A
Notes due 2006. The offer to purchase expired on April 28, 2000. Notes
representing $343,000 of the combined principal amount were redeemed by note
holders.
On February 25, 2000, we completed our merger with Omnipoint. Pursuant to the
merger agreement, 0.825 of a share of our common stock plus $8.00 in cash were
exchanged for every outstanding share of Omnipoint common stock. There was a
cash or share election option available to shareholders of Omnipoint subject to
proration. In conjunction with the merger agreement signed on June 23, 1999, we
invested a total of $150 million in Omnipoint, of which $102.5 million was
invested in Omnipoint preferred stock upon signing of the merger agreement, and
the remaining $47.5 million was invested in Omnipoint preferred stock on October
1, 1999.
In connection with the Omnipoint merger agreement, Hutchison made an
investment of $957 million into the combined company for common and convertible
preferred securities. Upon signing of the merger agreement on June 23, 1999,
$102.5 million of this investment was invested directly in Omnipoint preferred
19
<PAGE> 20
stock. On September 20, 1999, we announced board approval of a merger agreement
with Aerial. On February 24, 2000 we obtained approval for the merger from our
shareholders, and the merger was completed on May 4, 2000. Under the terms of
the agreement, 0.455 of a share of VoiceStream common stock may be exchanged for
each share of Aerial Series A Common Shares outstanding. Aerial public
shareholders have a right to elect to receive $18 in cash in lieu of shares of
VoiceStream. The election period will end on June 9, 2000. In connection with
the Aerial merger agreement, Telephone and Data Systems, Inc. ("TDS") replaced
$420 million of Aerial debt owed to TDS with equity of Aerial at $22 per share.
Sonera invested an additional $230 million in Aerial equity, also at $22 per
Aerial share.
20
<PAGE> 21
A subsidiary of VoiceStream holds a 49.9% interest in Cook Inlet/VoiceStream
PV/SS, PCS, LP. ("Cook Inlet PCS"). VoiceStream funded the operations of Cook
Inlet PCS during the three months ended March 31, 2000 through loans evidenced
by promissory notes which are due 180 days after the date of issuance. The
weighted average interest rate was 15% for the first quarter 2000. All
promissory notes that have come due were replaced with new promissory notes. The
total investment in Cook Inlet PCS, including advances under such promissory
notes, was $180.4 million at March 31, 2000 and $124.6 million at December 31,
1999.
A subsidiary of VoiceStream holds a 49.9% interest in Cook Inlet/VoiceStream
PCS, LLC ("CIVS"). This entity owns, among others, the Dallas and Chicago FCC
BTA licenses. In January 2000, CIVS reached an agreement with an infrastructure
equipment vendor providing CIVS with credit facilities up to $735 million,
composed of a $160 million revolving credit agreement, term loans of up to $325
million , consisting of $125 million in Tranche A and $200 million in Tranche B,
$100 million of 13% Series A Senior Discount Notes, and up to $150 million 13%
Series A Subordinated Notes. These facilities are not guaranteed by VoiceStream
but are secured by certain assets of CIVS. The net proceeds will be used to
finance capital expenditures, permitted investments, and for working capital.
The amount available for borrowing pursuant to the senior credit facilities,
consisting of the revolver and term loans, is based upon certain equipment
purchases by CIVS up to a maximum $435 million available.
In January 2000, Cook Inlet/VoiceStream PCS reached an agreement with an
infrastructure equipment vendor providing Cook Inlet/VoiceStream PCS with up to
$735 million, composed of $160 million revolving credit, term loans of up to
$325 million, $100 million of 13% Senior Discount Notes, and up to $150 million
13% Subordinated Notes. The net proceeds of the senior secured facility and the
subordinated facility will be used to finance capital expenditures, permitted
investments, and for working capital. In order for the full amount of these
loans to be available, Cook Inlet/VoiceStream PCS is required to make certain
purchases from the vendor.
In February 2000, VoiceStream announced the investment of approximately $275
million in newly issued Class A shares of Microcell Telecommunications, Inc., a
Canadian GSM operator. The per share transaction price was equal to the closing
market price of Microcell's publicly traded Class B Non-Voting shares on the
Nasdaq National Market System on January 6, 2000, the date the agreement in
principle was reached.
Cash Flow Information
Net cash used in operating activities was $96.3 million in the first quarter
2000. Adjustments to the $203.3 million net loss to reconcile to net cash used
in operating activities included $82.1 million of depreciation and amortization,
and $16.3 million of equity in the net loss of unconsolidated subsidiaries.
Other adjustments included changes in operating assets and liabilities,
including: (i) an increase of $73.4 million in accrued liabilities due to the
increase in accrued interest on long-term debt; and (ii) an increase of $46.9
million in inventory, due to anticipated increased sales and the number of
operating markets; and (iii) an increase in prepaid expenses and other current
assets of $37.7 million due to an increase in short-term notes receivable. Net
cash used in operating activities was $42.8 million in the first quarter 1999.
Net cash used in investing activities was $881.2 million in the first quarter
2000. Investing activities consisted primarily of: (i) the acquisition of
Omnipoint for $418.2 million; (ii) investments in and advances to unconsolidated
affiliates of $278.4 million, primarily attributable to our $275 million
investment in Microcell, and (iii) purchases of property and equipment of $179.6
million, largely related to the build-out of the wireless network. Net cash used
in investing activities was $104.3 million in the first quarter 1999.
21
<PAGE> 22
Net cash provided by financing activities was $918.3 million in the first
quarter of 2000. Financing activities consisted primarily of net proceeds from
the issuance of preferred and common stock in private placements and from the
exercise of employee stock options totaling $1.3 billion, partially offset by
net repayments on long-term debt of $334.6 million. Net cash provided by
financing activities was $150.0 million in the first quarter 1999.
In the ordinary course of business, we continue to evaluate acquisitions,
joint ventures and other potential business transactions. Any such transactions
would be financed with the borrowings under the new credit facility, or through
the issuance of additional debt or the sale of additional equity. There can be
no assurance that such funds will be available to us on acceptable or favorable
terms.
SEASONALITY
VoiceStream, and the wireless communications industry in general, have
historically experienced significant subscriber growth during the fourth
calendar quarter. Accordingly, during such quarter we experienced greater losses
on equipment sales and increases in sales and marketing expenses. We expect this
trend to continue.
22
<PAGE> 23
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no material, pending legal proceedings to which VoiceStream or any
of its subsidiaries or affiliates is a party or of which any of their property
is subject which, if adversely decided, would have a material adverse effect on
VoiceStream.
ITEM 2. CHANGES IN SECURITIES
(a) None.
(b) None.
(c) On February 25, 2000, the Company sold in a private transaction
7,607 shares of Convertible Junior Preferred Stock, without par
value, of the Company (the "Junior Preferred Stock") to Hutchison
Telecommunications PLC (USA) Limited, a British Virgin Islands
corporation, for an aggregate price of $760,600,000. Such sale was
exempt from registration under the Securities Act pursuant to
Section 4(2) of the Securities Act. The Junior Preferred Stock is
convertible by the holders into a number of shares of the
Company's Common Stock equal to the liquidation preference of the
Junior Preferred Stock divided by $29.00 (subject to adjustments
for stock splits, subdivisions or combinations or other comparable
transactions). The proceeds of such sale were used to pay the cash
component of the consideration paid to holders of Common Stock of
Omnipoint Corporation, a Delaware corporation, in connection with
the merger of Omnipoint with a subsidiary of the Company and for
general corporate purpose.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) A special meeting of shareholders of VoiceStream Wireless
Corporation was held on February 24, 2000.
(b) Not applicable.
(c) The following matters were voted at the meeting:
1. To approve the transaction contemplated by the Agreement and Plan
of Reorganization, dated as of June 23, 1999 and amended as of
December 30, 1999, by and among VS Washington, Omnipoint
and VoiceStream.
<TABLE>
<CAPTION>
PERCENTAGE OF PERCENTAGE OF
VOTES OUTSTANDING VOTED
<S> <C> <C> <C>
For 80,686,766 83.72% 99.91%
Against 39,843 .04% .05%
Abstain 29,675 .03% .04%
</TABLE>
2. To approve the transaction contemplated by the Agreement and Plan
of Reorganization, dated as of September 17, 1999, by and among
VS Washington, Aerial, VoiceStream and Telephone and Data
Systems, Inc.
<TABLE>
<CAPTION>
PERCENTAGE OF PERCENTAGE OF
VOTES OUTSTANDING VOTED
<S> <C> <C> <C>
For 80,539,876 83.56% 99.73%
Against 185,989 .19% .23%
Abstain 30,419 .03% .04%
</TABLE>
3. In accordance with their discretion, all other matters to come
before the Special Meeting.
<TABLE>
<CAPTION>
PERCENTAGE OF PERCENTAGE OF
VOTES OUTSTANDING VOTED
<S> <C> <C> <C>
For 62,308,632 64.65% 77.15%
Against 11,402,828 11.83% 14.12%
Abstain 7,049,064 7.31% 8.73%
</TABLE>
ITEM 5. OTHER INFORMATION
23
<PAGE> 24
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) 3.1 Certificate of Amendment of Amended and Restated
Articles of Incorporation of the Registrant
27.1 Financial Data Schedule
* Incorporated herein by reference to the exhibit filed with the
VoiceStream Wireless Holding Corporation Registration Statement on
Form S-4 (Commission File No. 333-89735), filed January 24, 2000.
(b) Reports on Form 8-K
A Form 8-K was filed on March 3, 2000, announcing the closing of
the Omnipoint merger and related transactions.
A Form 8-K was filed on March 3, 2000, for the purpose of
attaching a press release relating to VoiceStreams' investment in
Microcell Telecommunications, Inc.
A Form 8-K was filed on March 23, 2000, containing the audited
financial statements of Aerial Communications, Inc. as of and for
the years ended December 31, 1997, 1998 and 1999.
A Form 8-K was filed on May 5, 2000, announcing the closing of
the acquisition of Aerial Communications, Inc.
24
<PAGE> 25
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
VoiceStream Wireless Corporation
By s:\ Cregg Baumbaugh By s:\ Patricia L. Miller
---------------------------- -------------------------
Cregg Baumbaugh Patricia L. Miller
Executive V.P. - Finance/ Corporate Vice President and Controller
Development (Principal Financial (Principal Accounting Officer)
Officer)
Dated: May 15, 2000
25
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM VOICESTREAM
WIRELESS CORPORATION'S UNAUDITED CONSOLIDATED BALANCE SHEET AND STATEMENT OF
OPERATIONS AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10-Q.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 176,258
<SECURITIES> 0
<RECEIVABLES> 216,161
<ALLOWANCES> 39,466
<INVENTORY> 126,211
<CURRENT-ASSETS> 558,716
<PP&E> 1,844,861
<DEPRECIATION> 343,462
<TOTAL-ASSETS> 8,691,409
<CURRENT-LIABILITIES> 621,289
<BONDS> 0
0
1,063,814
<COMMON> 4,078,164
<OTHER-SE> (1,266,228)
<TOTAL-LIABILITY-AND-EQUITY> 8,691,409
<SALES> 33,910
<TOTAL-REVENUES> 256,998
<CGS> 58,902
<TOTAL-COSTS> 376,114
<OTHER-EXPENSES> 84,214
<LOSS-PROVISION> 74,872
<INTEREST-EXPENSE> 81,231
<INCOME-PRETAX> (203,330)
<INCOME-TAX> 0
<INCOME-CONTINUING> (203,330)
<DISCONTINUED> 0
<EXTRAORDINARY> (875)
<CHANGES> 0
<NET-INCOME> (204,205)
<EPS-BASIC> (1.68)
<EPS-DILUTED> (1.66)
</TABLE>
