ALAMOSA PCS HOLDINGS INC, 10-Q, 2000-11-07

ALAMOSA PCS HOLDINGS INC
10-Q, 2000-11-07
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 SEPTEMBER 30, 2000.

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

COMMISSION FILE NUMBER: 005-58523

ALAMOSA PCS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C>
DELAWARE 75-2843707
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>

5225 S. LOOP 289, SUITE 120
LUBBOCK, TEXAS 79424
(Address of principal executive offices, including zip code)

(806) 722-1100
(Registrant's telephone number, including area code)

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 [ ]

61,359,856 shares of Common Stock, $0.01 par value per share, were outstanding
as of November 1, 2000.

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<PAGE> 2

ALAMOSA PCS HOLDINGS, INC.

TABLE OF CONTENTS
QUARTER ENDED SEPTEMBER 30, 2000

<TABLE>
<S> <C>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements:
Consolidated Balance Sheets at September 30, 2000
(unaudited) and December 31, 1999
Consolidated Statements of Operations for the three months
ended September 30, 2000 and 1999 and the nine months ended
September 30, 2000 (unaudited) and for the nine months ended
September 30, 1999
Consolidated Statement of Stockholders' Equity (unaudited)
for the nine months ended September 30, 2000
Consolidated Statements of Cash Flows for the nine months
ended September 30, 2000 (unaudited) and for the nine months
ended September 30, 1999
Notes to the Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
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
</TABLE>

2
<PAGE> 3

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ALAMOSA PCS HOLDINGS, INC. AND SUBSIDIARIES AND PREDECESSORS

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
2000 1999
------------- ------------
(UNAUDITED)
<S> <C> <C>
ASSETS

Current assets:
Cash and cash equivalents................................. $172,633,478 $ 5,655,711
Accounts receivable, net of allowance for doubtful
accounts of $1,014,436 at September 30, 2000 and
$161,704 at December 31, 1999.......................... 9,662,519 1,675,636
Inventory................................................. 2,578,842 5,777,375
Prepaid expenses and other assets......................... 774,179 882,516
------------ ------------
Total current assets.............................. 185,649,018 13,991,238
Property and equipment, net................................. 189,521,616 84,713,724
Notes receivable............................................ 22,196,043 --
Debt issuance costs, net.................................... 13,482,401 3,743,308
Restricted cash............................................. -- 518,017
Other noncurrent assets..................................... 2,135,420 1,525,912
------------ ------------
Total assets...................................... $412,984,498 $104,492,199
============ ============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable and accrued expenses..................... $ 37,171,288 $ 15,203,103
Accounts payable to related parties....................... 2,067,982 1,182,225
Current installments of capital leases.................... 23,510 21,818
Bank line of credit....................................... -- 363,665
Microwave relocation obligations.......................... 263,366 3,578,155
------------ ------------
Total current liabilities......................... 39,526,146 20,348,966
Long-term debt.............................................. 207,351,584 71,876,379
Capital lease obligations, noncurrent....................... 809,173 827,024
------------ ------------
Total liabilities................................. 247,686,903 93,052,369
------------ ------------
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.01 par value; 10,000,000 shares
authorized; no shares issued........................... -- --
Common stock, $.01 par value; 290,000,000 shares
authorized, 61,354,856 and 48,500,008 issued and
outstanding at September 30, 2000 and December 31,
1999, respectively..................................... 613,548 485,000
Additional paid-in capital................................ 245,953,564 50,824,876
Accumulated deficit....................................... (79,717,514) (33,759,681)
Unearned compensation..................................... (1,552,003) (6,110,365)
------------ ------------
Total stockholders' equity........................ 165,297,595 11,439,830
------------ ------------
Total liabilities and stockholders' equity........ $412,984,498 $104,492,199
============ ============
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

3
<PAGE> 4

ALAMOSA PCS HOLDINGS, INC. AND SUBSIDIARIES AND PREDECESSORS

CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED FOR THE NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
--------------------------- ---------------------------
2000 1999 2000 1999
------------ ------------ ------------ ------------
(UNAUDITED) (UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
Revenue:
Service revenue.................... $ 20,754,150 $ 1,121,561 $ 45,900,325 $ 1,123,065
Product sales...................... 2,228,949 779,464 6,001,373 813,052
------------ ------------ ------------ ------------
Total revenue.............. 22,983,099 1,901,025 51,901,698 1,936,117
------------ ------------ ------------ ------------
Costs and expenses:
Cost of service and operations..... 14,720,863 1,520,735 32,846,645 2,189,054
Cost of service and
operations -- related
parties....................... 198,369 38,818 523,149 38,818
Cost of products sold.............. 4,604,697 1,811,780 11,636,860 1,844,238
Selling and marketing.............. 11,328,579 3,016,576 25,311,135 3,882,642
Selling and marketing -- related
parties......................... 238,256 230,624 450,630 320,436
General and administrative expenses
(excluding non-cash compensation
expense)........................ 2,872,635 1,564,109 5,950,782 2,854,572
Equity participation compensation
expense......................... 511,116 4,028,205 5,404,862 6,822,037
General and
administrative -- related
parties......................... 114,118 159,541 493,171 294,881
Depreciation and amortization...... 3,015,497 809,680 7,763,434 936,736
------------ ------------ ------------ ------------
Total costs and expenses... 37,604,130 13,180,068 90,380,668 19,183,414
------------ ------------ ------------ ------------
Loss from operations....... (14,621,031) (11,279,043) (38,478,970) (17,247,297)
------------ ------------ ------------ ------------
Interest and other income............ 4,112,352 103,675 10,834,815 444,746
Interest expense..................... (6,961,479) (750,489) (18,313,678) (885,868)
------------ ------------ ------------ ------------
Net loss................... $(17,470,158) $(11,925,857) $(45,957,833) $(17,688,419)
============ ============ ============ ============
Net loss per common share,
basic and diluted........ $ (0.28) $ (0.25) $ (0.77) $ (0.36)
============ ============ ============ ============
Weighted average common
shares outstanding, basic
and diluted.............. 61,354,715 48,500,008 59,808,408 48,500,008
============ ============ ============ ============
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

4
<PAGE> 5

ALAMOSA PCS HOLDINGS, INC. AND SUBSIDIARIES AND PREDECESSORS

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(UNAUDITED)

<TABLE>
<CAPTION>
PREFERRED STOCK COMMON STOCK ADDITIONAL
--------------- --------------------- PAID-IN ACCUMULATED UNEARNED
SHARES AMOUNT SHARES AMOUNT CAPITAL DEFICIT COMPENSATION TOTAL
------ ------ ---------- -------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance, January 1, 2000.... -- $-- 48,500,008 $485,000 $ 50,824,876 $(33,759,681) $(6,110,365) $ 11,439,830
Initial public offering..... -- -- 12,321,100 123,211 193,664,076 -- -- 193,787,287
Exercise of stock options... -- -- 533,748 5,337 618,112 -- -- 623,449
Amortization of unearned
compensation.............. -- -- -- -- -- -- 5,404,862 5,404,862
Unearned compensation....... -- -- -- -- 846,500 -- (846,500) --
Net loss.................... -- -- -- -- (45,957,833) -- (45,957,833)
-- --- ---------- -------- ------------ ------------ ----------- ------------
Balance, September 30,
2000...................... -- $-- 61,354,856 $613,548 $245,953,564 $(79,717,514) $(1,552,003) $165,297,595
== === ========== ======== ============ ============ =========== ============
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

5
<PAGE> 6

ALAMOSA PCS HOLDINGS, INC. AND SUBSIDIARIES AND PREDECESSORS

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
NINE MONTHS NINE MONTHS
ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30,
2000 1999
------------- -------------
(UNAUDITED)
<S> <C> <C>
Cash flows from operating activities:
Net loss.................................................. $ (45,957,833) $(17,688,419)
Adjustments to reconcile net loss to net cash used in
operating activities:
Non-cash compensation expense.......................... 5,404,862 6,822,037
Depreciation and amortization.......................... 7,763,434 936,736
Amortization of debt issuance costs.................... 1,023,520 178,264
Deferred interest expense.............................. 16,599,368 544,055
Loss from disposition of interest rate cap premiums.... 266,178 --
Loss from asset disposition............................ 54,130 --
(Increase) decrease in asset accounts:
Accounts receivable.................................. (7,986,883) (832,827)
Inventory............................................ 3,198,533 (4,989,500)
Prepaid expenses and other assets.................... (561,278) (653,311)
Increase (decrease) in liability accounts:
Accounts payable and accrued expenses............. 5,020,364 6,344,077
------------- ------------
Net cash used in operating activities............. (15,175,605) (9,338,888)
------------- ------------
Cash flows from investing activities:
Additions to property and equipment....................... (98,209,298) (17,684,600)
Issuance of notes receivable.............................. (22,196,043) --
Payment (issuance) of notes receivable from officer....... 100,000 (100,000)
Acquisition related costs................................. (1,736,808) --
Purchase of minority interest in subsidiary............... 255,000 --
Change in restricted cash................................. 518,017 (1,000,000)
------------- ------------
Net cash used in investing activities............. (121,269,132) (18,784,600)
------------- ------------
Cash flows from financing activities:
Equity offering proceeds.................................. 208,589,367 --
Equity offering costs..................................... (13,598,942) --
Issuance of Senior Discount Notes......................... 187,096,000 --
Debt issuance costs....................................... (10,762,613) (230,942)
Stock options exercised................................... 623,449 --
Capital contributions..................................... -- 10,000,000
Proceeds from issuance of long-term debt.................. 7,758,175 12,289,626
Repayments of long-term debt.............................. (76,239,373) --
Payments on capital leases................................ (16,159) (20,633)
Interest rate cap premiums................................ (27,400) (233,700)
Bank overdraft............................................ -- 244,369
------------- ------------
Net cash provided by financing activities......... 303,422,504 22,048,720
------------- ------------
Net increase (decrease) in cash and cash
equivalents..................................... 166,977,767 (6,074,768)
Cash and cash equivalents at beginning of period............ 5,655,711 13,529,077
------------- ------------
Cash and cash equivalents at end of period.................. $ 172,633,478 $ 7,454,309
============= ============
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements

6
<PAGE> 7

ALAMOSA PCS HOLDINGS, INC. AND SUBSIDIARIES AND PREDECESSORS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION OF UNAUDITED INTERIM FINANCIAL INFORMATION

The consolidated balance sheet as of September 30, 2000, the consolidated
statements of operations for the three months and nine months ended September
30, 2000 and 1999, the consolidated statement of stockholders' equity for the
nine months ended September 30, 2000, and the consolidated statements of cash
flows for the nine months ended September 30, 2000 and 1999, and related
footnotes, have been prepared in accordance with generally accepted accounting
principles for interim financial information and Article 10 of Regulation S-X.
Accordingly, they do not include all the information and footnotes required by
generally accepted accounting principles. The financial statements as of and for
the period ended September 30, 1999 are audited. The financial statements for
the three months ended September 30, 1999 and as of and for the nine months
ended September 30, 2000 are unaudited. In the opinion of management, the
interim data includes all adjustments (consisting of only normally recurring
adjustments) necessary for a fair statement of the results for the interim
periods. Operating results for the three months and nine months ended September
30, 2000 are not necessarily indicative of results that may be expected for the
year ending December 31, 2000.

Certain reclassifications of prior period amounts have been made to conform
to current period presentation.

2. ORGANIZATION AND BUSINESS OPERATIONS

Alamosa PCS Holdings, Inc. ("Holdings") was formed in October 1999 in
anticipation of an initial public offering which occurred in February 2000.
Immediately prior to the offering, shares of Holdings, the registrant, were
exchanged for Alamosa PCS LLC's ("Alamosa") membership interests, and Alamosa
became wholly owned by Holdings. These financial statements are presented as if
the reorganization had occurred as of the beginning of the periods presented.
There were no activities within Holdings prior to the reorganization. Holdings
and its subsidiaries, including Alamosa, are collectively referred to as the
"Company." Other subsidiaries formed include Texas Telecommunications LP,
Alamosa Wisconsin Limited Partnership, Alamosa Wisconsin GP, LLC, Alamosa
Finance, LLC, Alamosa Limited, LLC, Alamosa Delaware GP, LLC, Alamosa PCS, Inc
and Alamosa Operations, Inc.

Alamosa and its successor Alamosa PCS, Inc., referred to in these financial
statements as "Alamosa," was formed in July 1998 as a Texas limited liability
company. In July 1998, Alamosa entered into affiliation agreements with Sprint
PCS, the PCS Group of Sprint Corporation. These affiliation agreements provided
Alamosa with the exclusive right to build, own and manage a wireless voice and
data services network in markets with over 5.2 million residents located in
Texas, New Mexico, Arizona and Colorado under the Sprint PCS brand. Alamosa
amended its affiliation agreements with Sprint PCS in December 1999 to expand
its services network so that it will include 8.4 million residents. Alamosa is
required to build out the wireless network according to Sprint PCS
specifications. The affiliation agreements are in effect for a term of 20 years
with three 10-year renewal options unless terminated by either party under
provisions outlined in the affiliation agreements. The affiliation agreements
include indemnification clauses between Alamosa and Sprint PCS to indemnify each
other against claims arising from violations of laws or the affiliation
agreements, other than liabilities resulting from negligence or willful
misconduct of the party seeking to be indemnified.

Holdings and Alamosa were in the development stage from July 1998 through
December 31, 1999. This stage was characterized by significant expenditures for
the design and construction of the wireless network and no significant operating
revenue.

3. NET LOSS PER COMMON SHARE

Net loss per share is calculated by dividing net loss by the weighted
average number of shares of common stock. Weighted average shares outstanding is
computed after giving effect to the reorganization of the

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<PAGE> 8
ALAMOSA PCS HOLDINGS, INC. AND SUBSIDIARIES AND PREDECESSORS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Company described in Note 2. The calculation was made in accordance with SFAS
No. 128, "Earnings Per Share." Weighted average shares outstanding at September
30, 2000 exclude incremental potential common shares from stock options because
inclusion would have been antidilutive.

4. PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
2000 1999
------------- ------------
(UNAUDITED)
<S> <C> <C>
Land and buildings........................................ $ 3,227,559 $ 2,817,426
Network equipment......................................... 130,092,578 76,867,836
Vehicles.................................................. 1,135,415 477,353
Furniture and office equipment............................ 7,531,566 2,266,966
------------ -----------
141,987,118 82,429,581
Accumulated depreciation.................................. (10,585,924) (2,974,674)
------------ -----------
Subtotal........................................ 131,401,194 79,454,907
------------ -----------
Microwave relocation costs................................ 3,943,315 3,578,155
Accumulated amortization.................................. (222,672) (84,312)
------------ -----------
Subtotal........................................ 3,720,643 3,493,843
------------ -----------
Construction in progress:
Network equipment....................................... 50,442,513 374,680
Leasehold improvements.................................. 3,957,266 1,390,294
------------ -----------
Subtotal........................................ 54,399,779 1,764,974
------------ -----------
Total........................................... $189,521,616 $84,713,724
============ ===========
</TABLE>

5. LONG-TERM DEBT

Long-term debt consisted of the following:

<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
2000 1999
------------- ------------
(UNAUDITED)
<S> <C> <C>
Debt outstanding under credit facilities:
Senior Discount Notes................................... $202,827,743 $ --
EDC Credit Facility..................................... 4,523,841 71,876,379
Bank line of credit..................................... -- 363,665
------------ -----------
Total debt................................................ 207,351,584 72,240,044
Less current maturities................................... -- 363,665
------------ -----------
Long-term debt, excluding current maturities.... $207,351,584 $71,876,379
============ ===========
</TABLE>

Senior Discount Notes -- On December 23, 1999, Holdings filed a
registration statement with the SEC for the issuance of $350 million face amount
of Senior Discount Notes (the "Notes Offering"). The Notes Offering was
completed on February 4, 2000 and generated net proceeds of approximately $181
million after underwriters' commissions and expenses of approximately $6.5
million. The Senior Discount Notes (the "Notes") mature in ten years (February
15, 2010), carry a coupon rate of 12 7/8%, and provide for interest deferral for
the first five years. The Notes will accrete to their $350 million face amount
by February 8, 2005, after which, interest will be paid in cash semiannually.
The proceeds of the Notes Offering were used to

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ALAMOSA PCS HOLDINGS, INC. AND SUBSIDIARIES AND PREDECESSORS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

prepay $75 million of the EDC Credit Facility, and the balance will be used to
pay costs to build out the system, to fund operating working capital needs and
for other general corporate purposes. Significant terms of the Notes include:

Ranking -- The Notes are senior unsecured obligations of Holdings,
equal in right of payment to all future senior debt of Holdings and senior
in right of payment to all future subordinated debt of Holdings;

Guarantees -- The Notes are unsecured obligations and rank equally
with all existing and future senior debt and senior to all existing and
future subordinate debt. The Notes are fully and unconditionally, jointly
and severally guaranteed on a subordinated, unsecured basis, by all the
existing and any future restricted subsidiaries of Holdings.

Optional Redemption -- During the first thirty six (36) months after
the Notes Offering, Holdings may use net proceeds of an equity offering to
redeem up to 35% of the accreted value of the notes at a redemption price
of 112 7/8%;

Change of Control -- Upon a change of control as defined by the Notes
Offering, Holdings will be required to make an offer to purchase the Notes
at a price equal to 101% of the accreted value (original principal amount
plus accrued interest) before February 15, 2005, or 101% of the principal
amount at maturity thereafter; and

Restrictive Covenants -- The indenture governing the Notes contain
covenants that, among other things and subject to important exceptions,
limit Holdings' ability and the ability of Holdings' subsidiaries to incur
additional debt, issue preferred stock, pay dividends, redeem capital stock
or make other restricted payments or investments as defined by the Notes
Offering, create liens on assets, merge, consolidate or dispose of assets,
or enter into transactions with affiliates and change lines of business.

EDC Credit Facility -- On February 8, 2000 Alamosa entered into an Amended
and Restated Credit Agreement with Nortel Networks Inc. ("Nortel"), and on June
23, 2000, Nortel assigned the entirety of its loans and commitments under the
Amended and Restated Credit Agreement to Export Development Corporation ("EDC").
Then Alamosa entered into a Second Amended and Restated Credit Agreement with
EDC (the "EDC Credit Facility"). The proceeds of the EDC Credit Facility are
used to purchase equipment, to fund the construction of the Company's portion of
the Sprint PCS network, and to pay associated financing costs. The financing
terms permitted Alamosa to borrow $250 million (which was subsequently reduced
to $175 million as a result of the prepayment of $75 million outstanding) under
three commitment tranches through August 8, 2002, and requires minimum equipment
purchases. The Tranche A Commitment and Tranche A Note provide for borrowings up
to $116.9 million, the Tranche B Commitment and Tranche B Note provide for
borrowings up to $40.6 million and The Tranche C Commitment and Tranche C Note
provide for borrowings up to $17.5 million.

The EDC Credit Facility is collateralized by all of Alamosa's current and
future assets and capital stock. Alamosa is required to maintain certain
financial ratios and other financial conditions including minimum levels of
revenue and wireless subscribers.

Terms and conditions of the EDC Credit Facility after the assignment on
June 23, 2000 are essentially the same as before the assignment and second
amendment and restatement. However, the Company is no longer required to
maintain a $1 million cash balance as collateral against the EDC Credit
Facility.

Alamosa may borrow money under the EDC Credit Facility as either a base
rate loan with an interest rate of prime plus 2.75%, or a Eurodollar loan with
an interest rate of the London interbank offered rate, commonly referred to as
LIBOR, plus 3.75%. The LIBOR interest rate was 6.81% at September 30, 2000. In
addition, an annual unused facility fee of 0.75% was charged beginning August 8,
2000 on the portion of the available credit that has not been borrowed. Until
the earliest of (a) the date the Tranche C Commitment is

9
<PAGE> 10
ALAMOSA PCS HOLDINGS, INC. AND SUBSIDIARIES AND PREDECESSORS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

fully funded, (b) August 8, 2002, or (c) February 8, 2002 (if we have not
borrowed at least $45.5 million under all three commitment tranches by that
date), interest accrued under the EDC credit facility can be added to the
principal amount of the loan. Thereafter, interest is payable monthly in the
case of base rate loans and at the end of the applicable interest period, not to
exceed three months, in the case of Eurodollar loans. Interest expense for the
period ended September 30, 2000 totaled $1,071,123. Unused facility fee for the
period ended September 30, 2000 totaled $188,234. Principal is payable in 20
quarterly installments beginning September 30, 2002 (except that installments of
principal must be paid beginning March 31, 2001 if we have not borrowed an
additional $45.5 million, approximately, by February 8, 2001). Alamosa may
voluntarily prepay any of the loans at any time, but any amount repaid may not
be reborrowed since there are no revolving credit features. Alamosa must make
mandatory prepayments under certain circumstances, including 50% of the excess
cash flow, as computed under the EDC Credit Facility, after March 31, 2003 and
any amount in excess of $250,000 received for asset sales outside the ordinary
course of business or insurance proceeds, to the extent not reinvested in
property or assets within a stated period of time. Mandatory prepayments of
excess cash flow will be required sooner if Alamosa has not borrowed an
additional $45.5 million, approximately, by February 8, 2001, or if Alamosa
fully borrows all amounts that it is entitled to borrow under the Tranche A
commitment before March 31, 2002. All prepayments are applied to the outstanding
loan balances pro rata in the inverse order of maturity, except where there is a
borrowing base shortage, in which case prepayments are first applied there, and
then pro rata among all three commitment tranches.

The original commitment terms provided for warrants representing 2% of the
outstanding common stock of Holdings. These warrants were eliminated, by prior
agreement, when Alamosa used $75 million of the equity contribution from
Holdings to prepay, in February 2000, amounts previously borrowed under the EDC
Credit Facility, and are not currently a requirement of the facility.

In addition to the $75 million prepayment, in conjunction with the closing
of the new facility, Alamosa also paid accrued interest of approximately
$852,500 and origination fees and expenses of $3,995,000.

As a condition of the financing, Sprint PCS has entered into a consent and
agreement with Nortel, that Nortel assigned to EDC, which has been acknowledged
by Alamosa, that modifies Sprint PCS's rights and remedies under its affiliation
agreements with Alamosa. Among other things, Sprint PCS consented to the pledge
of substantially all of Alamosa's assets to Nortel (and after the assignment to
EDC), including the affiliation agreements. In addition, Sprint PCS may not
terminate the affiliation agreements with Alamosa and must maintain 10 MHz of
PCS spectrum in Alamosa's markets until the EDC Credit Facility is satisfied or
Alamosa's assets are sold pursuant to the terms of the consent and agreement
with EDC.

Alamosa incurred approximately $8,256,000 of costs associated with
obtaining the EDC Credit Facility. Those costs consisted of loan origination
fees, legal fees and other debt issuance costs that have been capitalized and
are being amortized to interest expense using the straight-line method over the
term of the EDC Credit Facility.

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<PAGE> 11
ALAMOSA PCS HOLDINGS, INC. AND SUBSIDIARIES AND PREDECESSORS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

6. GUARANTOR FINANCIAL STATEMENTS

Set forth below are consolidating financial statements of the guarantor and
guarantor's subsidiaries and Alamosa Operations, Inc. ("Operations") which is
Holdings' non-guarantor subsidiary (the "Non-Guarantor Subsidiary") of the
Senior Discount Notes. Separate financial statements of each guarantor
subsidiary have not been provided because management has determined that they
are not material to investors.

CONSOLIDATING BALANCE SHEET
AS OF SEPTEMBER 30, 2000
($ IN THOUSANDS)

<TABLE>
<CAPTION>
GUARANTOR &
GUARANTOR'S NON-GUARANTOR
SUBSIDIARIES SUBSIDIARY ELIMINATIONS CONSOLIDATED
------------ ------------- ------------ ------------
<S> <C> <C> <C> <C>
ASSETS

Current Assets:
Cash and cash equivalents................. $170,888 $ 1,745 $ -- $172,633
Accounts receivable, net of allowance..... 9,363 300 -- 9,663
Intercompany receivable................... 25,678 -- (25,678) --
Inventory................................. 2,579 -- -- 2,579
Prepaid expenses and other assets......... 443 331 -- 774
-------- ------- -------- --------
Total current assets.............. 208,951 2,376 (25,678) 185,649
Property and equipment, net................. 189,522 -- -- 189,522
Notes receivable............................ -- 22,196 -- 22,196
Debt issuance costs, net.................... 13,482 -- -- 13,482
Other non-current assets.................... 398 1,737 -- 2,135
-------- ------- -------- --------
Total assets...................... $412,353 $26,309 $(25,678) $412,984
======== ======= ======== ========

LIABILITIES AND EQUITY

Current Liabilities:
Accounts payable and accrued expenses..... $ 39,263 $ -- $ -- $ 39,263
Intercompany payable...................... -- 25,678 (25,678) --
Microwave relocation obligation........... 263 -- -- 263
-------- ------- -------- --------
Total current liabilities......... 39,526 25,678 (25,678) 39,526
Long-term debt.............................. 207,352 -- -- 207,352
Capital lease obligations................... 809 -- -- 809
-------- ------- -------- --------
Total liabilities................. 247,687 25,678 (25,678) 247,687
-------- ------- -------- --------
Stockholders' Equity:
Preferred stock, par value $.01 per share
10,000,000 shares authorized; no shares
issued and outstanding................. -- -- -- --
Common stock, $.01 par value;
290,000,000 shares authorized.......... -- -- -- --
61,354,856 issued and outstanding...... 613 -- -- 613
Additional paid-in capital................ 245,954 -- -- 245,954
Accumulated (deficit) earnings............ (80,349) 631 -- (79,718)
Unearned compensation..................... (1,552) -- -- (1,552)
-------- ------- -------- --------
Total Equity...................... 164,666 631 -- 165,297
-------- ------- -------- --------
Total liabilities and
stockholders' equity............ $412,353 $26,309 $(25,678) $412,984
======== ======= ======== ========
</TABLE>

11
<PAGE> 12
ALAMOSA PCS HOLDINGS, INC. AND SUBSIDIARIES AND PREDECESSORS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
($ IN THOUSANDS)

<TABLE>
<CAPTION>
GUARANTOR &
GUARANTOR'S NON-GUARANTOR
SUBSIDIARIES SUBSIDIARY ELIMINATIONS CONSOLIDATED
------------ ------------- ------------ ------------
<S> <C> <C> <C> <C>
Revenues:
Services revenues......................... $ 45,901 $ -- $-- $ 45,901
Product sales............................. 6,001 -- -- 6,001
-------- ---- --- --------
Total revenue..................... 51,902 -- -- 51,902
Cost of services and operations............. 33,370 -- -- 33,370
Cost of products sold....................... 11,637 -- -- 11,637
Selling and marketing....................... 25,762 -- -- 25,762
General and administrative.................. 6,444 -- -- 6,444
Non-cash compensation....................... 5,405 -- -- 5,405
Depreciation and amortization............... 7,763 -- -- 7,763
-------- ---- --- --------
Loss from operations.............. (38,479) -- -- (38,479)
Interest and other income................... 10,204 631 -- 10,835
Interest expense............................ (18,314) -- -- (18,314)
-------- ---- --- --------
Net income (loss)................. $(46,589) $631 $-- $(45,958)
======== ==== === ========
</TABLE>

12
<PAGE> 13
ALAMOSA PCS HOLDINGS, INC. AND SUBSIDIARIES AND PREDECESSORS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
($ IN THOUSANDS)

<TABLE>
<CAPTION>
GUARANTOR &
GUARANTOR'S NON-GUARANTOR
SUBSIDIARIES SUBSIDIARY ELIMINATIONS CONSOLIDATED
------------ ------------- ------------ ------------
<S> <C> <C> <C> <C>
Cash flows from operating activities:
Net income (loss)..................................... $ (46,589) $ 631 $ -- $ (45,958)
Adjustments to reconcile net loss to net cash used in
operating activities:............................... -- -- -- --
Non-cash compensation expense....................... 5,405 -- -- 5,405
Depreciation and amortization....................... 7,763 -- -- 7,763
Amortization of debt issuance costs................. 1,024 -- -- 1,024
Deferred interest expense........................... 16,599 -- -- 16,599
Loss from disposition of interest rate cap
premiums......................................... 266 -- -- 266
Loss from asset disposition......................... 54 -- -- 54
(Increase) decrease in asset accounts:
Accounts receivable.............................. (9,365) (300) 1,678 (7,987)
Inventory........................................ 3,199 -- -- 3,199
Prepaid expense and other assets................. (230) (331) -- (561)
Increase (decrease) in liability accounts:
Accounts payable and accrued expenses............ 5,020 1,678 (1,678) 5,020
--------- -------- -------- ---------
Net cash provided by (used in) operating
activities................................ (16,854) 1,678 -- (15,176)
--------- -------- -------- ---------
Cash flows from investing activities:
Additions to property and equipment................. (98,209) -- -- (98,209)
Intercompany receivable............................. (24,000) -- 24,000 --
Intercompany payable................................ -- 24,000 (24,000) --
Issuance of notes receivable........................ 100 (22,196) -- (22,096)
Acquisition related costs........................... -- (1,737) -- (1,737)
Purchase of minority interest in subsidiary......... 255 -- -- 255
Change in restricted cash........................... 518 -- -- 518
--------- -------- -------- ---------
Net cash provided by (used in) investing
activities................................ (121,336) 67 -- (121,269)
--------- -------- -------- ---------
Cash flows from financing activities:
Equity offering proceeds............................ 208,589 -- -- 208,589
Equity offering costs............................... (13,599) -- -- (13,599)
Issuance of Senior Discount Notes................... 187,096 -- -- 187,096
Debt issuance cost.................................. (10,763) -- -- (10,763)
Stock options exercised............................. 623 -- -- 623
Proceeds from issuance of long-term debt............ 7,758 -- -- 7,758
Repayments of long-term debt........................ (76,239) -- -- (76,239)
Payments on capital leases.......................... (16) -- -- (16)
Interest rate cap premiums.......................... (27) -- -- (27)
--------- -------- -------- ---------
Net cash provided by financing activities... 303,422 -- -- 303,422
--------- -------- -------- ---------
Net increase in cash and cash equivalents... 165,232 1,745 -- 166,977
Cash and cash equivalents at beginning of period...... 5,656 -- -- 5,656
--------- -------- -------- ---------
Cash and cash equivalents at end of period............ $ 170,888 $ 1,745 $ -- $ 172,633
========= ======== ======== =========
</TABLE>

13
<PAGE> 14
ALAMOSA PCS HOLDINGS, INC. AND SUBSIDIARIES AND PREDECESSORS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

7. STOCK-BASED COMPENSATION

Holdings adopted an Incentive Stock Option Plan (the "Plan") effective
November 12, 1999, which provides for the granting of either incentive stock
options or nonqualified stock options to purchase shares of Holdings' common
stock and for other stock-based awards to officers, directors and key employees
for the direction and management of the Company and to non-employee consultants
and independent contractors. At December 31, 1999 and September 30, 2000,
7,000,000 shares of common stock were reserved for issuance under the Plan. The
compensation committee of the board of directors administers the Plan and
determines grant prices and vesting periods.

The Company applies APB No. 25, "Accounting for Stock Issued to Employees"
and related interpretations in accounting for its employee and non-employee
director stock options and applies SFAS No. 123, "Accounting for Stock Based
Compensation" and related interpretations in accounting for other non-employee
options. Total non-cash compensation expense of $6,822,037 was recorded as of
September 30, 1999. As of September 30, 2000, the Company has recorded unearned
compensation of $15,156,376. This amount is being recognized over the vesting
period in accordance with FASB Interpretation No. 28 when applicable. As of
September 30, 2000, non-cash compensation of $5,404,862 and $511,116 has been
recognized for the nine months and quarter, respectively. At September 30, 2000,
the remaining unamortized unearned compensation totaled $1,552,003.

The following summarizes activity under the Company's stock option plans:

<TABLE>
<CAPTION>
NUMBER OF OPTIONS
--------------------------------
NINE MONTHS ENDED YEAR ENDED
SEPTEMBER 30, DECEMBER 31,
2000 1999
----------------- ------------
<S> <C> <C>
Options outstanding at beginning of period.............. 5,282,000 873,000
Granted................................................. 2,003,150 5,282,000
Exercised............................................... (506,417) --
Cancelled............................................... (126,499) (873,000)
--------- ---------
Options outstanding at the end of the period............ 6,652,234 5,282,000
========= =========
</TABLE>

8. COMMITMENTS AND CONTINGENCIES

On December 21, 1998, Alamosa entered into a three-year agreement with
Nortel to purchase network equipment and infrastructure. Pursuant to that
agreement, Nortel also agreed to provide installation and optimization services,
such as network engineering and radio frequency engineering, for the equipment
and to grant Alamosa a nonexclusive license to use the software associated with
the Nortel equipment. Under the original agreement, Alamosa committed to
purchase $82.0 million worth of equipment and services from Nortel, and Nortel
agreed to finance these purchases pursuant to the EDC Credit Facility, which was
assigned by Nortel to EDC on June 23, 2000. Under the Nortel equipment
agreement, Alamosa received a discount on the network equipment and services
because of the Company's affiliation with Sprint PCS, but paid a premium on any
equipment and services financed by Nortel. If Alamosa's affiliation with Sprint
PCS ends, Nortel has the right to either terminate the agreement or, with
Alamosa's consent, modify the agreement to establish new prices, terms and
conditions. On February 8, 2000, the Company amended its equipment purchase
contract with Nortel and increased its purchase commitment to $167 million. In
addition, the requirement to pay a premium for purchases financed by Nortel was
eliminated. As of September 30, 2000, Alamosa had remaining commitments of
approximately $39 million under the Nortel equipment agreement.

Contract for towers -- On February 22, 2000, the Company entered into a
Master Design Build Agreement with a tower contractor to provide towers in the
expansion areas including Wisconsin.

14
<PAGE> 15
ALAMOSA PCS HOLDINGS, INC. AND SUBSIDIARIES AND PREDECESSORS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

On July 31, 2000, Holdings signed definitive agreements to merge two Sprint
PCS affiliates, Roberts Wireless Communications, L.L.C ("Roberts") and
Washington Oregon Wireless, LLC ("WOW") into its operations through the
formation of a new holding company, Alamosa Holdings, Inc. ("Superholdings").
Roberts has a management agreement with Sprint PCS to provide personal
communications services to approximately 2.5 million residents primarily in the
state of Missouri. WOW has a similar management agreement with Sprint PCS to
provide services to approximately 1.5 million people primarily in Washington and
Oregon.

Each of these agreements is subject to the customary conditions to closing,
and there is no guarantee that they will close on schedule or at all. It is
anticipated that both of these transactions will be accounted for under the
purchase accounting method.

The consummation of these transactions contemplates a merger of the
Company, pursuant to which the Company, Roberts and WOW will become subsidiaries
of Superholdings and the Company's stockholders will become stockholders of
Superholdings.

Roberts is a wholly owned subsidiary of Roberts Wireless Holdings, L.L.C.
("Roberts Holdings"). Pursuant to the Roberts merger agreement, the members of
Roberts Holdings will receive 13.5 million shares of Superholdings common stock
and approximately $4.0 million in cash. Superholdings will assume the net debt
of Roberts in the transaction, which amounted to approximately $56.0 million as
of September 30, 2000.

WOW is a wholly owned subsidiary of WOW Holdings, LLC ("WOW Holdings").
Pursuant to the WOW merger agreement, the members of WOW Holdings will receive
6.05 million shares of Superholdings common stock and $12.5 million in cash.
Superholdings will assume the net debt of WOW in the transaction, which amounted
to approximately $30 million as of September 30, 2000.

In addition, on July 31, 2000, Operations entered into services agreements
with Roberts and WOW, effective July 31, 2000 and September 1, 2000,
respectively, whereby Operations began to manage the operations of Roberts and
WOW, pending completion of the mergers. Operations provides various services in
connection with the operation of Roberts' and WOW's businesses, including (a)
all network management services, (b) management of all sales and marketing
services, (c) through the management agreements with Sprint PCS, customer care,
billing, and other services, and (d) certain general and administrative,
executive, financial and accounting, human resources, legal and other
professional and forecasting services. Under the terms of the agreement, Roberts
and WOW each pay Operations a management fee of $100,000 per month for the
services provided by Operations and each reimburses Operations for certain costs
and expenses incurred or paid by Operations in providing these services.

The terms of the Roberts and WOW services agreements began on July 31, 2000
and September 1, 2000, respectively, and will end upon the completion of the
respective mergers, subject to earlier termination in certain circumstances.

Also on July 31, 2000, Roberts and Operations entered into a loan agreement
whereby Operations will lend up to $20 million to Roberts, to be used only for
the purpose of funding Roberts' working capital needs from July 31, 2000 through
the completion of the Roberts merger. As of September 30, 2000, approximately
$15 million had been funded under the Roberts loan agreement. In connection with
the Roberts loan agreement, Roberts assumed certain obligations of certain
members of Roberts under the loan agreement between the members of Roberts
Holdings (as borrowers) and Operations (as lender), to the extent the proceeds
of that loan were used to make capital contributions to Roberts.

The loan bears interest at the prime rate and is due six months after the
termination of the Roberts reorganization agreement, upon acceleration, or upon
demand.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

agreement and related documents are not paid in full to Operations, and certain
liens and security interests are not released, the members of Roberts will
jointly and severally convey to Operations all or a portion of their respective
membership interests in Roberts so that Operations owns on a fully diluted
basis, 15% of the total membership interests in Roberts, free and clear of all
liens and encumbrances.

When the Roberts merger is completed, all amounts due to Operations by
Roberts under the Roberts loan agreement may at Operations option, either (a) be
deemed paid in full (in such ease, this loan will be characterized as capital
contributions by Operations to Roberts), or (b) remain a debt obligation of
Roberts, subject to a subordination agreement in favor of the senior lender to
Superholdings.

On July 31, 2000, Operations entered into a loan agreement with the owners
of Roberts for $4 million, which is an estimate of the cash that will be due to
the owners at the closing of the merger.

Also, on July 31, 2000, WOW and Operations entered into a loan agreement
whereby Operations will lend up to $11 million to WOW to be used only for the
purposes of (a) satisfying certain capital contribution requirements under WOW's
operating agreement, and (b) funding WOW's working capital needs from July 31,
2000 through the completion of the WOW merger. As of September 30, 2000, no
amount had been funded under the WOW loan agreement.

The WOW loan bears interest at the prime rate and is due 30 days after the
termination of the WOW reorganization agreement or upon demand. Operations is
not obligated to make any advances under the WOW loan agreement until it has
received certain consents. This loan is guaranteed by certain members of WOW
Holdings.

When the WOW merger is completed, all amounts due to Operations by WOW
under the WOW loan agreement may, at Operations' option either, (a) be deemed
paid in full (in such case, this loan will be characterized as capital
contribution by Operations to WOW), or (b) remain a debt obligation of WOW,
subject to a subordination agreement in favor of the senior lender to
Superholdings.

On July 31, 2000, the Company received a financing commitment from an
investment banking firm for a new $200 million senior secured credit facility,
to be made to a subsidiary of a newly formed holding company of the Company. The
facility is to be used to fund the cash portion of the consideration to be paid
in the Roberts and WOW mergers and to fund the working capital and build-out
needs of Roberts and WOW, including the refinancing of existing indebtedness of
Roberts and WOW. The term of the facility, which is composed of two tranches, is
anticipated to be for seven years and the interest rate is to be determined. The
facility is anticipated to require a commitment fee and arrangement fees as well
as warrants representing two percent of the Company's stock. These warrants,
which are anticipated to have an exercise price of 20% over the average closing
price per share of Holdings common stock for the 20 days prior to but excluding
the date of closing, as quoted on the Nasdaq National Market, are anticipated to
be capable of being eliminated by the infusion of an additional $75 million of
equity into the subsidiary. The facility will require the Company and/or its
subsidiary to maintain certain financial covenants. The financing commitment is
subject to the certain conditions to closing, and there is no guarantee that it
will close on schedule or at all.

9. STOCKHOLDERS' EQUITY

On October 29, 1999, Holdings filed a registration statement with the
Securities and Exchange Commission for the sale of 10,714,000 shares of its
common stock (the "Stock Offering"). The Stock Offering became effective and the
shares were issued on February 3, 2000 at the initial price of $17.00 per share.
Subsequently, the underwriters exercised their over-allotment option of
1,607,100 shares. Holdings received net proceeds of $193.8 million after
commissions of $13.3 million and expenses of approximately $1.5 million. The
proceeds of the Stock Offering are to be used for the build out of the system,
to fund operating working capital needs and for other general corporate
purposes.

16
<PAGE> 17
ALAMOSA PCS HOLDINGS, INC. AND SUBSIDIARIES AND PREDECESSORS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

10. INCOME TAXES

Prior to February 1, 2000, the Company's predecessor operated as a limited
liability company ("LLC") under which losses for income tax purposes were
utilized by the LLC members on their income tax returns. Subsequent to January
31, 2000, the Company became a C-Corp for federal income tax purposes and
therefore subsequent losses became net operating loss ("NOL") carry forwards of
the Company.

No benefit for federal income tax has been recorded for the nine months
ended September 30, 2000 as the net deferred tax asset is fully reserved because
of the uncertainties regarding the Company's ability to utilize the asset in
future years.

11. SUPPLEMENTAL DISCLOSURE TO STATEMENTS OF CASH FLOWS

Accounts payable at December 31, 1999 and September 30, 2000 include
$9,096,776 and $23,512,954, respectively, of property and equipment additions.
Additions to Property and Equipment of $98,209,298 in the consolidated
statements of cash flows for the nine months ended September 30, 2000 include
payments of accounts payable outstanding at December 31, 1999.

Capital lease obligations of $146,379 were incurred during the nine months
ended September 30, 1999.

12. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In March 2000, the Financial Accounting Standards Board ("FASB") issued
Interpretation No. 44, ("FIN 44"), "Accounting for Certain Transactions
Involving Stock Compensation -- an Interpretation of APB 25." This
Interpretation clarifies (a) the definition of employee for purposes of applying
Opinion 25, (b) the criteria for determining whether a plan qualifies as a
noncompensatory plan, (c) the accounting consequence 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 44
is effective July 1, 2000; however, certain conclusions in this Interpretation
cover specific events that occur after either December 15, 1998, or January 12,
2000. To the extent that this Interpretation covers events occurring during the
period after December 15, 1998, or January 12, 2000, but before the effective
date of July 1, 2000, the effects of applying this Interpretation will be
recognized on a prospective basis from July 21, 2000. The company does not
expect FIN 44 to have a material effect on its financial position, results of
operations or cash flows.

On December 3, 1999, the SEC released Staff Accounting Bulletin 101,
"Revenue Recognition in Financial Statements" ("SAB 101"). This bulletin
established more clearly defined revenue recognition criteria than previously
existing accounting pronouncements, and specifically addresses revenue
recognition requirements for nonrefundable fees, such as activation fees,
collected by a company upon entering into an arrangement with a customer, such
as an arrangement to provide telecommunications services. On June 26, 2000, the
SEC released SAB 101B, which delays the required implementation of SAB 101 until
no later than the fourth quarter of fiscal years ending December 31, 2000. The
Company believes that the effects of this bulletin will not be material to its
financial position, results or operations or cash flows.

The Company does not believe that any other recently issued accounting
pronouncements will have a material impact on its financial position, results of
operations or cash flows.

17
<PAGE> 18

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION

FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q includes "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), which can be identified by the use of
forward-looking terminology such as, "may," "might," "could," "would,"
"believe," "expect," "intend," "plan," "seek," "anticipate," "estimate,"
"project" or "continue" or the negative thereof or other variations thereon or
comparable terminology. These forward-looking statements are subject to various
risks and uncertainties and are made pursuant to the "safe-harbor" provisions of
the private Securities Litigation Reform Act of 1995. These statements are made
based on management's current expectations or beliefs as well as assumptions
made by, and information currently available to, management.

A variety of factors could cause actual results to differ materially from
those anticipated in the Company's forward-looking statements, including the
following factors: the Company's dependence on its affiliation with Sprint PCS;
shifts in populations or network focus; changes or advances in technology;
changes in Sprint's national service plans or fee structure with us; change in
population; difficulties in network construction; increased competition in our
markets; failure to consummate anticipated acquisitions or financings; effects
of anticipated acquisitions and financing; and adverse changes in financial
position, condition or results of operations. For a detailed discussion of these
and other cautionary statements and factors that could cause actual results to
differ from the Company's forward-looking statements, please refer to the
Company's filings with the Securities and Exchange Commission, especially in the
"risk factors" sections of the Company's Prospectuses filed on February 4, 2000,
"Item 1. Business" and "Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operation" of the Company's Form 10-K for the
year ended December 31, 1999 and the "risk factors" sections of the Company's
subsequent filings with the Securities and Exchange Commission.

Readers are cautioned not to place undue reliance on these forward-looking
statements, which reflect management's analysis only as of the date hereof. The
Company does not undertake any obligation to publicly revise these
forward-looking statements to reflect events or circumstances that arise after
the date hereof. Readers should carefully review the risk factors described in
other documents the Company files from time to time with the Securities and
Exchange Commission.

OVERVIEW

Prior to January 1, 2000, we had limited operations, very limited revenues,
significant losses, substantial future capital requirements and an expectation
of continued losses. Because of significant operational results reflected in the
September 30, 2000 financial statements presented in this quarterly report on
Form 10-Q, a comparison of these results to the same period for 1999 may not be
meaningful.

Since our inception, we have incurred substantial costs to negotiate our
contracts with Sprint PCS and our debt financing, to raise funds in the public
market, to engineer our wireless system, to develop our business infrastructure
and distribution channels and to begin the build-out of our portion of the
Sprint PCS network. As of September 30, 2000, our accumulated deficit was $79.7
million. Through September 30, 2000, we incurred $200.3 million of capital
expenditures and construction in progress related to the build-out of our
portion of the Sprint PCS network. While we anticipate operating losses to
continue, we expect revenue to increase substantially as the base of Sprint PCS
subscribers located in our territory increases.

On July 17, 1998, we entered into our affiliation agreements with Sprint
PCS. We subsequently amended our affiliation agreements with Sprint PCS to
expand our territory so that it will include approximately 8.4 million
residents.

As a Sprint PCS affiliate, we have the exclusive right to provide digital
wireless personal communication services under the Sprint and Sprint PCS brand
names in our territory. We are responsible for building, owning and managing the
portion of the Sprint PCS network located in our territory. We market wireless
products and services in our territory under the Sprint and Sprint PCS brand
names. We offer national plans designed by Sprint PCS and intend to offer
specialized local plans tailored to our market demographics. Our portion of the
Sprint PCS network is designed to offer a seamless connection with Sprint PCS's
100% digital wireless network. We market wireless products and services through
a number of distribution outlets located in our territory, including our own
Sprint PCS stores, major national distributors and third party local
representatives.

18
<PAGE> 19

We launched Sprint PCS service in our first market, Laredo, Texas, in June
1999, and have since commenced service in twelve additional markets:
Albuquerque, Santa Fe and Las Cruces, New Mexico, and El Paso, Lubbock,
Amarillo, Midland, Odessa, Abilene, San Angelo, Eagle Pass and Del Rio, Texas.
Our systems cover approximately 3.4 million residents out of approximately 4.1
million total residents in those markets. The number of residents covered by our
systems does not represent the number of Sprint PCS subscribers that we expect
to be based in our territory. As of September 30, 2000, we had 91,443 Sprint PCS
subscribers based in our territory.

We recognize 100% of revenues from Sprint PCS subscribers based in our
territory, proceeds from the sales of handsets and accessories and fees from
Sprint PCS and other wireless service providers when their customers roam onto
our portion of the Sprint PCS network. Sprint PCS retains 8% of all collected
revenue from Sprint PCS subscribers based in our territory and fees from
wireless service providers other than Sprint PCS when their subscribers roam
onto our portion of the Sprint PCS network. We report the amount retained by
Sprint PCS as an operating expense.

As part of our affiliation agreements with Sprint PCS, we have the option
of contracting with Sprint PCS to provide back office services such as customer
activation, handset logistics, billing, customer service and network monitoring
services. We have elected to outsource the performance of these services to
Sprint PCS to take advantage of Sprint PCS's economies of scale, to accelerate
our build-out and market launches and to lower our initial capital requirements.
The cost for these services is primarily calculated on a per subscriber and per
transaction basis and is recorded as an operating expense.

SEASONALITY

Our business is subject to seasonality because the wireless industry is
heavily dependent on fourth quarter results. Among other things, the industry
relies on significantly higher customer additions and handset sales in the
fourth quarter as compared to the other three fiscal quarters. A number of
factors contribute to this trend, including:

the increasing use of retail distribution, which is dependent upon the
year-end holiday shopping season;

the timing of new product and service announcements and introductions;

competitive pricing pressures; and

aggressive marketing and promotions.

RESULTS OF OPERATIONS

For the Quarter and Nine Months Ended September 30, 2000 Compared to the
Quarter and Nine Months Ended September 30, 1999

Alamosa launched its first wireless PCS network in Laredo, Texas, on June
21, 1999. Additionally, Alamosa launched wireless service in Las Cruces, New
Mexico and El Paso, Lubbock, Amarillo, Midland and Odessa, Texas during the
third quarter of 1999. Because of this very limited time of operations for the
quarter and nine months ended September 30, 1999, comparisons with the same
period of 2000 may not be meaningful.

Net Loss. Our net loss for the quarter ended September 30, 2000 was
$17,470,158 compared to our net loss of $11,925,857 for the quarter ended
September 30, 1999. Our net loss for the nine months ended September 30, 2000
was $45,957,833 compared to our net loss of $17,688,419 for the nine months
ended September 30, 1999.

Service Revenues. Service revenues during the quarter and nine months
ended September 30, 2000 in the amounts of $20,754,150 and $45,900,325,
respectively, were comprised of subscriber revenue of $14,940,990 and
$32,771,109, respectively, and roaming revenue of $5,813,160 and $13,129,216,
respectively. Subscriber revenue consists of payments received from Sprint PCS
subscribers based in our territory for

19
<PAGE> 20

monthly Sprint PCS service in our territory under a variety of service plans.
These plans generally reflect the terms of national plans offered by Sprint PCS
and are issued on a month-to-month basis. We receive Sprint PCS roaming revenue
at a per minute rate from Sprint PCS or another Sprint PCS affiliate when Sprint
PCS subscribers based outside of our territory use our portion of the Sprint PCS
network.

Non-Sprint PCS roaming revenue primarily consists of fees collected from
Sprint PCS customers based in our territory when they roam on non-Sprint PCS
networks. These fees are based on rates specified in the customers' contracts.
However, it is possible that in some cases these fees may be less than the
amount we must pay to other wireless service providers that provide service to
Sprint PCS customers based in our territory. Non-Sprint PCS roaming revenue also
includes payments from wireless service providers, other than Sprint PCS, when
those providers' customers roam on our portion of the Sprint PCS network.

For the nine months ended September 30, 2000, average monthly revenue per
user including roaming revenue was approximately $85. Without roaming revenue,
average monthly revenue per unit was approximately $60. For the quarter ended
September 30, 2000, our average monthly revenue per user including roaming
revenue, was approximately $87 and without roaming revenue was approximately
$63.

Product Sales. 100% of the revenue from the sale through our retail stores
(including sales to local indirects) of handsets and accessories net of an
allowance for returns, are recorded as product sales. Product sales during the
quarter ended September 30, 2000 totaled $2,228,949 as compared to $779,464 for
the quarter ended September 30, 1999. For the nine months ended September 30,
2000, product sales totaled $6,001,373 compared to $813,052 for the same period
of 1999. Sprint PCS's handset return policy allows customers to return their
handsets for a full refund within 14 days of purchase. When handsets are
returned to us, we may be able to reissue the handsets to customers at little
additional cost to us. However, when handsets are returned to Sprint PCS for
refurbishing, we receive a credit from Sprint PCS, which is less than the amount
we originally paid for the handset.

Cost of Service and Operations. Expenses totaling $14,919,232 during the
quarter ended September 30, 2000 related to providing wireless services to
customers. These expenses totaled $1,559,553 for the quarter ended September 30,
1999. For the nine months ended September 30, 2000 and 1999, these expenses
totaled $33,369,794 and $2,227,872, respectively. Among these costs are the cost
of operations, fees related to data transfer via T-1 and other transport lines,
inter-connection fees, Sprint PCS roaming fees, non-Sprint PCS roaming fees and
other expenses related to operations. We pay Sprint PCS roaming fees when Sprint
PCS subscribers based in our territory use the Sprint PCS network outside of our
territory. Pursuant to our affiliation agreements with Sprint PCS, Sprint PCS
can change this per minute rate. We pay non-Sprint PCS roaming fees to other
wireless service providers when Sprint PCS customers based in our territory use
their network.

Cost of Products Sold. The cost of products sold totaled $4,604,697 during
the quarter ended September 30, 2000 and $1,811,780 for the quarter ended
September 30, 1999. The cost of products sold totaled $11,636,860 and $1,844,238
for the nine months ended September 30, 2000 and 1999, respectively. These
amounts include the total cost of accessories and handsets sold through our
retail stores (including sales to local indirects). The cost of handsets exceeds
the retail sales price because we subsidize the price of handsets for
competitive reasons. The handset subsidy included in cost of products sold
through our retail stores totaled $2,466,449 and $1,053,882 for the quarters
ended September 30, 2000 and 1999, respectively. For the nine months ended
September 30, 2000, the handset subsidy totaled $5,823,615 and $1,059,968 for
the nine months ended September 30, 1999.

Selling and Marketing. Selling and marketing expenses totaled $11,566,835
during the quarter ended September 30, 2000 and $3,247,200 during the quarter
ended September 30, 1999. For the nine months ended September 30, 2000 and 1999,
selling and marketing expenses totaled $25,761,765 and $4,203,078, respectively.
Sales and marketing expenses include advertising expenses, promotion costs,
sales commissions and expenses related to our distribution channels and handset
subsidy paid to Sprint PCS for customers based in our territory that purchase
handsets through Sprint PCS or its national retailers. We incur handset subsidy
expense, in addition to that incurred through our retail stores, from other
sales channels such as E-commerce, telemarketing and Sprint PCS national
resellers. The handset subsidy incurred from sources other than our
20
<PAGE> 21

retail stores is included in selling and marketing. The amount of handset
subsidy included in selling and marketing totaled $970,738 for the quarter ended
September 30, 2000 and $300,771 for the quarter ended September 30, 1999. For
the nine months ended September 30, 2000 and 1999, handset subsidy included in
selling and marketing totaled $3,232,415 and $343,494, respectively.

General and Administrative Expenses. General and administrative expenses
include corporate costs and expenses other than those related to Cost of
Operations and Selling and Marketing. These expenses totaled $2,986,753 for the
quarter ended September 30, 2000 and $1,723,650 for the quarter ended September
30, 1999. For the nine months ended September 30, 2000, these expenses amounted
to $6,443,953 and $3,149,453 for the nine months ended September 30, 1999.
During the nine months ended September 30, 1999, we incurred significant general
and administrative expenses related to the development of our system. Virtually
all of these expenses related to the start-up of the business and were expensed
according to American Institute of Certified Public Accountants Statement of
Position 98-5, "Reporting on the Costs of Start-up Activities."

Non-cash Compensation Expense. Non-cash compensation expense totaled
$511,116 for the quarter ended September 30, 2000 and $4,028,205 for the quarter
ended September 30, 1999. For employees and non-employee directors, this expense
was determined using the provisions of Accounting Principles Board Opinion No.
25 "Accounting for Stock Issued to Employees" and was based on the estimated
intrinsic value of the options at the measurement date. The estimated intrinsic
value represents the excess of the estimated fair value over the exercise price
of the option. For other non-employees, this expense was determined using
provisions of SFAS No. 123, "Accounting for Stock Based Compensation." Total
non-cash compensation expense recognized for the nine months ended September 30,
2000 was $5,404,862 and $6,822,037 for the nine months ended September 30, 1999.

Related Party Expenses. Related party expenses totaled $550,743 for the
quarter ended September 30, 2000 and $428,983 for the quarter ended September
30, 1999. Related party expenses totaled $1,466,950 and $654,135 for the nine
month periods ended September 30, 2000 and 1999, respectively, and was primarily
comprised of information technology and other professional consulting expenses
incurred in connection with a contract between us and a telecommunications
engineering and consulting firm. Several key officers and owners of this
consulting firm have an equity ownership interest in us.

Depreciation and Amortization. Depreciation and amortization during the
quarter ended September 30, 2000 totaled $3,015,497 and $809,680 for the quarter
ended September 30, 1999. For the nine month periods ended September 30, 2000
and 1999, depreciation and amortization expenses totaled $7,763,434 and
$936,736, respectively. Depreciation is calculated using the straight-line
method over the useful life of the asset. We begin to depreciate the assets for
each market only after we launch that market.

Interest and Other Income. Interest and other income totaled $4,112,352
and $103,675 during the quarters ended September 30, 2000 and 1999,
respectively, and $10,834,815 and $444,746 for the nine months ended September
30, 2000 and 1999, respectively. Interest and other income generally have been
generated from the investment of equity and loan proceeds held in liquid
accounts waiting to be deployed.

Interest Expense. Interest expense totaled $6,961,479 during the quarter
ended September 30, 2000 and $750,489 for the quarter ended September 30, 1999.
For the nine months ended September 30, 2000, interest expense totaled
$18,313,678 as compared to $885,868 for the same period of 1999. Interest
expense in 2000 is primarily due to the accretion of interest related to the
Senior Discount Notes. Interest expense in 1999 was the result of debt
outstanding on a bank line of credit and the EDC credit facility.

INCOME TAXES

We account for income taxes in accordance with Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes." The deferred tax
asset generated, primarily from temporary differences related to the treatment
of start-up costs, unearned compensation and from net operating loss carry
forwards, was offset by a full valuation allowance.

21
<PAGE> 22

LIQUIDITY AND CAPITAL RESOURCES

Since inception we have financed our operations through capital
contributions from our owners, through debt financing and through proceeds
generated by our initial public offering. On February 8, 2000 Alamosa entered
into an Amended and Restated Credit Agreement with Nortel, and on June 23, 2000,
Nortel assigned the entirety of its loans and commitments under the Amended and
Restated Credit Agreement to Export Development Corporation on the same date we
entered into a Second Amended and Restated Credit Agreement with EDC (the "EDC
Credit Facility").

The EDC Credit Facility was reduced by $75 million from the issuance of
Senior Discount Notes, such that the EDC Credit Facility provides advancing term
loan facilities in the aggregate principal amount of $175 million. Terms and
conditions of the EDC Credit Facility after entering into the Second Amended and
Restated Agreement with to EDC are substantially the same as the terms and
conditions of the Nortel credit facility before the assignment and amendments.
However, the Company is no longer required to maintain a $1 million cash balance
as collateral against the EDC Credit Facility.

As of September 30, 2000, approximately $4.5 million of the $175 million
EDC Credit Facility had been drawn. The terms of the facility do not require
cash interest payments until the end of the calendar quarter that includes the
earliest of the following:

- February 8, 2001, if we have not borrowed at least an additional
approximately $45.5 million under the EDC Credit Facility by February 8,
2001;

- the date the Tranche C Commitment is fully funded; or

- August 8, 2002.

Principal payments are scheduled to begin on:

- March 31, 2001, if we have not borrowed at least an additional
approximately $45.5 million under the EDC Credit Facility by February 8,
2001; or

- September 30, 2002.

The EDC Credit Facility will be used to purchase equipment, pay interest
and cover approved working capital costs. Pursuant to the Nortel equipment
agreement, we are required to purchase a total of $167.0 million of equipment
and services from Nortel, and as of September 30, 2000, we had remaining
commitments of $39 million under the equipment agreement.

The Senior Discount Notes (the "Notes") mature in ten years (February 15,
2010), carry a coupon rate of 12 7/8%, and provide for interest deferral for the
first five years. The Notes will accrete to their $350 million face amount by
February 8, 2005, after which, interest will be paid in cash semiannually.

Net cash used in operating activities was $15,175,605 and $9,338,888 for
the nine months ended September 30, 2000 and 1999, respectively, and were
primarily attributable to operating losses and working capital needs.

Net cash used in investing activities was $121,269,132 for the nine months
ended September 30, 2000, and $18,784,600 the nine months ended September 30,
1999. The cash used for the nine months ended September 30, 2000 was related
primarily to the purchase of office equipment and network infrastructure needed
to construct our portion of the Sprint PCS network and the payment for network
buildout and related costs under notes receivable from Roberts Wireless
Communications L.L.C. and its owners. The cash used for the nine months ended
September 30, 1999 was primarily related to constructing our portion of the
Sprint PCS network and office equipment.

Net cash provided by financing activities for the nine months ended
September 30, 2000 was $303,422,504, consisting primarily of net proceeds of
approximately $195.0 million from our initial public offering and net proceeds
of approximately $181.0 million related to the issuance of Senior Discount
Notes, both of which occurred in February 2000. Net cash provided by financing
activities was $22,048,720 for the
22
<PAGE> 23

nine months ended September 30, 1999 and was primarily related to capital
contributions by our investors and borrowings from our Nortel credit facility.

As of September 30, 2000, the primary sources of liquidity for Alamosa were
approximately $173 million in cash and approximately $170 million of unused
capacity under the $175.0 million EDC Credit Facility.

We believe that we have sufficient funds available through cash and
investments and available borrowings to complete the current build-out plan and
fund working capital losses through the year 2001. The actual funds required to
build-out our portion of the Sprint PCS network and to fund operating losses and
working capital needs may vary materially from our estimates, and additional
funds could be required.

On July 31, 2000, Holdings signed definitive agreements to merge two Sprint
PCS affiliates, Roberts Wireless Communications, L.L.C. ("Roberts") and
Washington Oregon Wireless, LLC ("WOW") into its operations. Roberts has a
management agreement with Sprint PCS to provide personal communications services
to approximately 2.5 million residents primarily in the state of Missouri. WOW
has a similar management agreement with Sprint PCS to provide services to
approximately 1.5 million people primarily in Washington and Oregon.

The consummation of these transactions contemplates a merger of the
Company, pursuant to which the Company, Roberts and WOW will become subsidiaries
of a new holding company, Alamosa Holdings, Inc. ("Superholdings"), and the
Company's stockholders will become stockholders of Superholdings.

Roberts is a wholly owned subsidiary of Roberts Wireless Holdings, L.L.C.
("Roberts Holdings"). Pursuant to the Roberts merger agreement, the members of
Roberts Holdings will receive 13.5 million shares of Superholdings and
approximately $4.0 million in cash. Superholdings will assume the net debt of
Roberts in the transaction, which amounted to approximately $56.0 million as of
September 30, 2000.

WOW is a wholly owned subsidiary of WOW Holdings, LLC ("WOW Holdings").
Pursuant to the WOW merger agreement, the members of WOW Holdings will receive
6.05 million shares of Superholdings and $12.5 million in cash. Superholdings
will assume the net debt of WOW in the transaction, which amounted to
approximately $30 million as of September 30, 2000.

In addition, on July 31, 2000, Operations entered into services agreements
with Roberts and WOW, effective July 31, 2000 and September 1, 2000,
respectively, whereby Operations began to manage the operations of Roberts and
WOW, pending completion of the mergers. Operations provides various services in
connection with the operation of Robert's and WOW's businesses, including (a)
all network management services, (b) management of all sales and marketing
services, (c) through the management agreements with Sprint PCS, customer card,
billing, and other services, and (d) certain general and administrative,
executive, financial and accounting, human resources, legal and other
professional and forecasting services. Under the terms of the agreement, Roberts
and WOW will each pay Operations a management fee of $100,000 per month for the
services provided by Operations and each reimburses Operations for certain costs
and expenses incurred or paid by Operations in providing these services.

Also on July 31, 2000, Roberts and Operations entered into a loan agreement
whereby Operations will lend up to $20 million to Roberts, to be used only for
the purpose of funding Roberts' working capital needs from July 31, 2000 through
the completion of the Roberts merger. As of September 30, 2000, approximately
$15 million had been funded under the Roberts loan agreement. In connection with
the Roberts loan agreement, Roberts assumed certain obligations of the members
of Roberts Holdings under the loan agreement between the members of Roberts
Holdings (as borrowers) and Operations (as lender), to the extent the proceeds
of that loan were used to make capital contributions to Roberts.
23
<PAGE> 24

The Roberts loan bears interest at the prime rate and is due six months
after the termination of the Roberts reorganization agreement, upon
acceleration, or upon demand.

In connection with the Roberts loan agreement, the members of Roberts
Holdings entered into an agreement providing that, if the Roberts merger is not
completed, all sums due under the Roberts loan agreement and related documents
are not paid in full to Operations, and certain liens and security interests are
not released, the members of Roberts Holdings will jointly and severally convey
to Operations all or a portion of their respective membership interests in
Roberts so that Operations owns on a fully diluted basis, 15% of the total
membership interests in Roberts, free and clear of all liens and encumbrances.

When the Roberts merger is completed, all amounts due to Operations by
Roberts under the Roberts loan agreement may at Operations' option, either (a)
be deemed paid in full (in such case, this loan will be characterized as capital
contributions by Operations to Roberts), or (b) remain a debt obligation of
Roberts, subject to a subordination agreement in favor of the senior lender to
Superholdings.

On July 31, 2000, Operations entered into a loan agreement with the owners
of Roberts for $4 million, which is an estimate of the cash that will be due to
the owners at the closing of the merger.

INFLATION

Management believes that inflation has not had, and is not likely to have,
a material adverse effect on our results of operations.

EFFECT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In March 2000, the Financial Accounting Standards Board ("FASB") issued
Interpretation No. 44, ("FIN 44"), "Accounting for Certain Transactions
Involving Stock Compensation -- an Interpretation of

24
<PAGE> 25

APB 25." This Interpretation clarifies (a) the definition of employee for
purposes of applying Opinion 25, (b) the criteria for determining whether a plan
qualifies as a noncompensatory plan, (c) the accounting consequence 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 44 is effective July 1, 2000; however, certain conclusions in
this Interpretation cover specific events that occur after either December 15,
1998, or January 12, 2000. To the extent that this Interpretation covers events
occurring during the period after December 15, 1998, or January 12, 2000, but
before the effective date of July 1, 2000, the effects of applying this
Interpretation will be recognized on a prospective basis from July 21, 2000. The
company does not expect FIN 44 to have a material effect on its financial
position, results of operations or cash flows.

The Company does not believe that any other recently issued accounting
pronouncements will have a material impact on its financial position, results of
operations or cash flows.

DESCRIPTION OF OUR INDEBTEDNESS

We entered into a credit agreement effective June 10, 1999 with Nortel for
$123 million. On February 8, 2000, we entered into an Amended and Restated
Credit Agreement with Nortel to increase the amount of the credit agreement to
$250.0 million. As of June 23, 2000, we had borrowed $79.6 million under the
facility and repaid $75 million, which reduced the facility to $175 million. We
agreed that this $75 million would not be reborrowed from Nortel. On June 23,
2000, Nortel assigned the entirety of its loans and commitments under the
Amended and Restated Credit Agreement to Export Development Corporation ("EDC").
Pursuant to our equipment agreement with Nortel, we are required to purchase a
total of $167.0 million of equipment and services from Nortel, $39 million of
which we were still required to purchase as of September 30, 2000.

On December 23, 1999, Holdings filed a registration statement with the SEC
for the issuance of $350 million face amount of Senior Discount Notes (the
"Notes Offering"). The Notes Offering was completed on February 4, 2000 and
generated net proceeds of approximately $181 million after underwriters'
commissions and expenses of approximately $6.5 million.

For more information regarding the EDC Credit Facility, the consent and
agreement between Sprint PCS and Nortel regarding the rights and remedies of
Sprint PCS and Nortel, and our senior discount notes, see "Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operation" of the
Company's 1999 Annual Report on Form 10-K.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For the quarter ended September 30, 2000, we did not experience any
material changes in market risk exposures that affect the quantitative and
qualitative disclosures presented in our 1999 Annual Report on Form 10-K.

25
<PAGE> 26

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

We commenced our initial public offering on February 3, 2000 pursuant to a
Registration Statement on Form S-1, file no. 333-89995, that was declared
effective on February 2, 2000. On February 8, 2000, we consummated the offering.
In the offering, we registered and sold an aggregate of 12,321,100 shares of our
common stock, including 1,607,100 shares of common stock pursuant to the
exercise of the underwriters' over-allotment option. The aggregate price of the
shares offered and sold was approximately $208.6 million. Our net proceeds,
after accounting for approximately $13.6 million in underwriting discounts,
commissions and other third party expenses, were approximately $195 million.

We commenced our sale of the senior discount notes on February 3, 2000
pursuant to a Registration Statement on Form S-1, file no. 333-93499, that was
declared effective on February 2, 2000. On February 8, 2000, we consummated the
offering. In the offering, we registered and sold $350 million aggregate
principal amount at maturity of the senior discount notes at an aggregate price
to the public of $187.1 million. Our net proceeds from the sale of the senior
discount notes, after accounting for approximately $6.5 million in underwriting
discounts and commissions and other third party expenses, were approximately
$181 million.

As of September 30, 2000, approximately $173 million of the net proceeds
from the sales of the registered securities had been used, including $75 million
used to repay the indebtedness outstanding under the EDC Credit Facility, $4
million of origination fees in connection with the EDC Credit Facility and $94
million for capital expenditures and working capital purposes. The balance of
the net proceeds were invested in short-term interest-bearing investment grade
securities.

None of the net offering proceeds was, directly or indirectly, paid by us
to our directors or officers (other than pursuant to ordinary compensation
arrangements) or their associates, persons owning 10% or more of any class of
our securities, or our affiliates, except that portions of the proceeds of the
offering will be paid to CHR Solutions in connection with the build out of our
network. Mr. David Sharbutt, Holdings' chairman and chief executive officer, is
also a senior consultant, director and shareholder of CHR Solutions. For the
nine months ended September 30, 2000, the Company has paid approximately $4.7
million to CHR Solutions.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Reports on Form 8-K:

On July 28, 2000, Holdings filed a Current Report on Form 8-K (Item 5)
to report its press release on July 27, 2000 that announced its second
quarter earnings. This Form 8-K contains certain consolidated
statements of operations and consolidated balance sheets to report
Holdings' quarterly financial information.

26
<PAGE> 27

On July 31, 2000, Holdings filed a Current Report on Form 8-K (Item 5)
to report its press release on July 31, 2000 that announced the
execution of definitive agreements to merge Roberts Wireless
Communications, L.L.C., a Missouri limited liability company, and
Washington Oregon Wireless, LLC, an Oregon limited liability company,
into Holdings' operations. No financial statements were filed with this
Form 8-K.

(b) Exhibits:

<TABLE>
<C> <S>
2.1 -- Agreement and Plan of Reorganization, dated as of July
31, 2000, by and among Alamosa PCS Holdings, Inc.,
Alamosa Holdings, Inc., and Alamosa Sub I, Inc.
2.2 -- Amended and Restated Agreement and Plan of
Reorganization, dated as of July 31, 2000, by and among
Alamosa PCS Holdings, Inc., Alamosa Holdings, Inc.,
Alamosa Sub I, Inc., Roberts Wireless Communications,
L.L.C., and Members of Roberts Wireless Communications,
L.L.C.
2.3 -- Amended and Restated Agreement and Plan of
Reorganization, dated as of July 31, 2000, by and among
Alamosa PCS Holdings, Inc., Alamosa Holdings, Inc.,
Alamosa Sub I, Inc., Washington Oregon Wireless, LLC,
Members of Washington Oregon Wireless, LLC and WOW
Holdings, LLC.
10.1 -- Second Amended and Restated Credit Agreement, dated as of
June 23, 2000, by and among Alamosa PCS, Inc., as
borrower, Alamosa PCS Holdings, Inc., Texas
Telecommunications, LP, Alamosa Wisconsin Limited
Partnership, Alamosa Delaware GP, LLC, Alamosa Finance,
LLC and Alamosa Limited, LLC as guarantors and Export
Development Corporation, as administrative agent, for a
$250,000,000 credit facility.
10.2 -- Amended and Restated Employment Agreement, effective as
of October 1, 1999, by and between Alamosa PCS, LLC and
W. Don Stull.
10.3 -- Amended and Restated Consent and Agreement, dated as of
February 8, 2000, by and between Nortel Networks, Inc.,
Sprint Spectrum, LP, Sprint Communications Company, LP,
WirelessCo, LP, Cox Communications PCS, L.P., Cox PCS
License, LLC and SprintCom, Inc.
10.4 -- Consent and Agreement, dated as of February 8, 2000, by
and between Nortel Networks, Inc., Sprint Spectrum, LP,
Sprint Communications Company, LP and WirelessCo, LP.
10.5 -- Employment Agreement effective as of June 1, 2000, by and
between Alamosa PCS Holdings, Inc., Texas
Telecommunications, LP and Loyd Rinehart.
10.6 -- Services Agreement, dated as of July 31, 2000, by and
between Alamosa Operations, Inc. and Washington Oregon
Wireless, LLC.
10.7 -- Services Agreement, dated as of July 31, 2000, by and
between Alamosa Operations, Inc. and Roberts Wireless
Communications, L.L.C.
10.8 -- Loan Agreement, dated as of July 31, 2000, between
Alamosa Operations, Inc., as lender, and Washington
Oregon Wireless, LLC, as borrower.
10.9 -- Loan Agreement, dated as of July 31, 2000, by and between
Alamosa Operations, Inc., as lender, and Roberts Wireless
Communications, L.L.C., as borrower.
27.1 -- Financial Data Schedule.
</TABLE>

27
<PAGE> 28

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.

ALAMOSA PCS HOLDINGS, INC.,
Registrant

/s/ DAVID E. SHARBUTT
------------------------------------
David E. Sharbutt
Chairman of the Board of Directors
and
Chief Executive Officer (Principal
Executive Officer)

/s/ KENDALL W. COWAN
------------------------------------
Kendall W. Cowan
Chief Financial Officer
(Principal Financial and Accounting
Officer)

November 7, 2000

28
<PAGE> 29

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
2.1 -- Agreement and Plan of Reorganization, dated as of July
31, 2000, by and among Alamosa PCS Holdings, Inc.,
Alamosa Holdings, Inc., and Alamosa Sub I, Inc.
2.2 -- Amended and Restated Agreement and Plan of
Reorganization, dated as of July 31, 2000, by and among
Alamosa PCS Holdings, Inc., Alamosa Holdings, Inc.,
Alamosa Sub I, Inc., Roberts Wireless Communications,
L.L.C., and Members of Roberts Wireless Communications,
L.L.C.
2.3 -- Amended and Restated Agreement and Plan of
Reorganization, dated as of July 31, 2000, by and among
Alamosa PCS Holdings, Inc., Alamosa Holdings, Inc.,
Alamosa Sub I, Inc., Washington Oregon Wireless, LLC,
Members of Washington Oregon Wireless, LLC and WOW
Holdings, LLC.
10.1 -- Second Amended and Restated Credit Agreement, dated as of
June 23, 2000, by and among Alamosa PCS, Inc., as
borrower, Alamosa PCS Holdings, Inc., Texas
Telecommunications, LP, Alamosa Wisconsin Limited
Partnership, Alamosa Delaware GP, LLC, Alamosa Finance,
LLC and Alamosa Limited, LLC as guarantors and Export
Development Corporation, as administrative agent, for a
$250,000,000 credit facility.
10.2 -- Amended and Restated Employment Agreement, effective as
of October 1, 1999, by and between Alamosa PCS, LLC and
W. Don Stull.
10.3 -- Amended and Restated Consent and Agreement, dated as of
February 8, 2000, by and between Nortel Networks, Inc.,
Sprint Spectrum, LP, Sprint Communications Company, LP,
WirelessCo, LP, Cox Communications PCS, L.P., Cox PCS
License, LLC and SprintCom, Inc.
10.4 -- Consent and Agreement, dated as of February 8, 2000, by
and between Nortel Networks, Inc., Sprint Spectrum, LP,
Sprint Communications Company, LP and WirelessCo, LP.
10.5 -- Employment Agreement effective as of June 1, 2000, by and
between Alamosa PCS Holdings, Inc., Texas
Telecommunications, LP and Loyd Rinehart.
10.6 -- Services Agreement, dated as of July 31, 2000, by and
between Alamosa Operations, Inc. and Washington Oregon
Wireless, LLC.
10.7 -- Services Agreement, dated as of July 31, 2000, by and
between Alamosa Operations, Inc. and Roberts Wireless
Communications, L.L.C.
10.8 -- Loan Agreement, dated as of July 31, 2000, between
Alamosa Operations, Inc., as lender, and Washington
Oregon Wireless, LLC, as borrower.
10.9 -- Loan Agreement, dated as of July 31, 2000, by and between
Alamosa Operations, Inc., as lender, and Roberts Wireless
Communications, L.L.C., as borrower.
27.1 -- Financial Data Schedule.
</TABLE>