UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the fiscal year ended: December 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the transition period from _________ to _________
----------------------------------------
COMMISSION FILE NUMBER: 0-32357
ALAMOSA HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-2890997
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5225 SOUTH 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)
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share Rights to purchase
Series A Preferred Stock, par value $.01 per share
----------------------------------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES [X] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). YES [X] NO [ ]
The aggregate market value of the voting and non-voting common equity held by
non-affiliates as of June 30, 2003 was approximately $93,618,140.
As of March 9, 2004, 95,417,575 shares of common stock, par value $.01 per
share, of the registrant were issued and outstanding.
Portions of the registrant's proxy statement to be mailed to stockholders for
its 2004 annual meeting are incorporated by reference into Part III of this Form
10-K.
TABLE OF CONTENTS
PAGE
----
PART I
ITEM 1. BUSINESS......................................................3
ITEM 2. PROPERTIES...................................................24
ITEM 3. LEGAL PROCEEDINGS............................................24
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..........26
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS..........................................26
ITEM 6. SELECTED FINANCIAL DATA......................................27
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION...........................28
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK...54
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA..................57
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE..........................57
ITEM 9A. CONTROLS AND PROCEDURES......................................57
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT...........57
ITEM 11. EXECUTIVE COMPENSATION.......................................57
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT...................................................57
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...............57
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.......................58
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K.....................................................58
SIGNATURES....................................................................59
PART I
THIS ANNUAL REPORT CONTAINS FORWARD-LOOKING STATEMENTS
This annual report on Form 10-K 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. All statements other than statements of historical fact included in
this annual report on Form 10-K, including without limitation, the statements
under "Item 1. Business" and "Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operation" and located elsewhere herein
regarding our financial position and liquidity are forward-looking statements.
These forward-looking statements also include:
o forecasts of population growth in our territory;
o statements regarding our anticipated revenues, expense levels,
liquidity and capital resources and operating losses; and
o statements regarding expectations or projections about markets in our
territories.
Although we believe that the expectations reflected in such forward-looking
statements are reasonable, we can give no assurance that such expectations will
prove to have been correct. Important factors with respect to any such
forward-looking statements, including certain risks and uncertainties that could
cause actual results to differ materially from our expectations, include, but
are not limited to:
o our dependence on our affiliation with Sprint;
o the ability of Sprint to alter the terms of our affiliation agreements
with it, including fees paid or charged to us and other program
requirements;
o our limited operating history and anticipation of future losses;
o our dependence on back office services, such as billing and customer
care, provided by Sprint;
o inaccuracies in financial information provided by Sprint;
o potential fluctuations in our operating results;
o our ability to predict future customer growth, as well as other key
operating metrics;
o changes or advances in technology;
o the ability to leverage 3G products and services;
o competition in the industry and markets in which we operate;
o subscriber credit quality;
o our ability to attract and retain skilled personnel;
o our potential need for additional capital or the need for refinancing
existing indebtedness;
o our potential inability to expand our services and related products in
the event of substantial increases in demand for these services and
related products;
o our inability to predict the outcome of potentially material
litigation;
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o the potential impact of wireless local number portability ("WLNP");
o changes in government regulation;
o future acquisitions;
o general economic and business conditions; and
o effects of mergers and consolidations within the wireless
telecommunications industry and unexpected announcements or
developments from others in the wireless telecommunications industry.
All subsequent written and oral forward-looking statements attributable to
us or persons acting on our behalf are expressly qualified in their entirety by
the cautionary statements set forth above.
ITEM 1. BUSINESS.
For convenience in this annual report, unless indicated otherwise,
"Company," "we," "us," and "our" refer to Alamosa Holdings, Inc. and its
subsidiaries. "Alamosa Holdings" refers exclusively to Alamosa Holdings, Inc.
"Sprint PCS" refers to Sprint Communications Company, L.P., Sprint Spectrum L.P.
and WirelessCo, L.P. "Sprint" refers to Sprint Corporation and its affiliates,
including Sprint PCS. Statements in this annual report regarding Sprint or
Sprint PCS are derived from information contained in our agreements with Sprint,
periodic reports and other documents filed by Sprint and Sprint Spectrum L.P.
with the U.S. Securities and Exchange Commission ("SEC") or press releases
issued by Sprint. A "PCS Affiliate of Sprint" is an entity whose sole or
predominant business is operating (directly or through one or more subsidiaries)
a personal communications service business pursuant to affiliation agreements
with Sprint Spectrum L.P. and/or its affiliates, or their successors. "Sprint
PCS products and services" refer to digital wireless personal communications
services, including wireless voice and data services, and related retail
products, including handsets, in any case, offered under the Sprint brand name.
References in this annual report on Form 10-K to us as a provider of
wireless personal communications services or similar phrases generally refer to
our building, owning and managing our portion of the PCS network of Sprint
pursuant to our affiliation agreements with Sprint. Sprint holds the spectrum
licenses and controls the network through its agreements with us.
All references contained in this annual report on Form 10-K to resident
population ("POPs") are based on year-end 2000 population counts compiled by the
U.S. Census Bureau adjusted for annual population growth rate estimates provided
to us by Sprint.
OVERVIEW
We are the largest PCS Affiliate of Sprint in terms of subscribers. We have
the exclusive right to provide wireless mobility communications network services
under the Sprint brand name in a territory encompassing over 15.8 million
residents primarily located in portions of Texas, New Mexico, Arizona, Colorado,
Wisconsin, Arkansas, Illinois, Oklahoma, Kansas, Missouri, Washington and
Oregon. For the year ended December 31, 2003, we generated $631.1 million in
revenue, $55.4 million in cash flows from operating activities and reported a
net loss of $74.8 million. As of December 31, 2003, we had approximately 727,000
subscribers.
We launched Sprint wireless services in our first market in June 1999 and
currently operate in the 88 basic trading areas ("BTAs") assigned to us under
our affiliation agreements with Sprint PCS. At December 31, 2003, our network
covered approximately 12.0 million POPs, or approximately 76% of the total POPs
in our markets. The number of residents covered by our network does not
represent the number of wireless subscribers that we serve or expect to serve in
our territory. Sprint PCS, along with its PCS Affiliates, operates a 100%
digital, 100% PCS nationwide wireless network in the United States with licenses
to provide services to an area consisting of more than 280 million POPs. Like
Sprint PCS, we utilize code division multiple access ("CDMA") technology across
our portion of the PCS Network of Sprint. As of December 31, 2003, we have
upgraded our network to CDMA 1xRTT in markets representing approximately 96% of
the covered POPs in our markets.
3
During the first quarter of 2001, we completed acquisitions of three PCS
Affiliates of Sprint. We acquired Roberts Wireless Communications, L.L.C.
("Roberts") and Washington Oregon Wireless, LLC ("WOW") on February 14, 2001. We
acquired Southwest PCS Holdings, Inc. ("Southwest PCS") on March 30, 2001. The
acquisitions added territories with a total of approximately 6.8 million
residents and added approximately 90,000 subscribers. The results of operations
for the acquired companies are reflected in our consolidated results from the
respective date of acquisition.
OUR BACKGROUND
Alamosa (Delaware), Inc. ("Alamosa Delaware") (formerly known as Alamosa
PCS Holdings, Inc.) was formed in October 1999 to operate as a holding company
and closed its initial public offering in February 2000. On December 14, 2000,
Alamosa (Delaware) formed a new holding company and became a wholly-owned
subsidiary of the new holding company, which was named Alamosa PCS Holdings,
Inc.
We were formed in July 2000 to operate as a holding company. On February
14, 2001, Alamosa Sub I, Inc., our wholly owned subsidiary, merged with and into
Alamosa PCS Holdings, with Alamosa PCS Holdings surviving the merger and
becoming our wholly owned subsidiary. Each share of Alamosa PCS Holdings common
stock issued and outstanding immediately prior to the merger was converted into
the right to receive one share of our common stock.
OUR RELATIONSHIP WITH SPRINT
Sprint PCS, along with its PCS Affiliates, operate the largest 100%
digital, 100% PCS nationwide wireless network in the United States with licenses
to provide services to an area consisting of more than 280 million residents.
The PCS network of Sprint uses CDMA technology nationwide. Sprint directly
operates its PCS network in major markets throughout the United States and has
entered into independent agreements with various companies such as us, under
which each has become a PCS Affiliate of Sprint and has agreed to construct and
manage PCS networks in smaller metropolitan areas and along major highways
designed to operate seamlessly with the nationwide PCS network of Sprint.
Pursuant to our affiliation agreements with Sprint PCS, we agreed to
provide network coverage to a minimum percentage of the POPs in our territory
within specified time periods. We believe we are in compliance with our network
build-out requirements and Sprint PCS' other program requirements. The build-out
of our territory has significantly extended Sprint PCS wireless coverage in the
Southwestern, Northwestern and Midwestern regions of the United States.
We believe that our affiliation with Sprint PCS allows us to offer high
quality, branded wireless voice and data services for a lower cost and lower
capital requirements than would otherwise be possible and to also benefit from
Sprint PCS':
o MARKETING - We market Sprint PCS products and services through Sprint
PCS' existing relationships with major national retailers under the
highly recognizable Sprint and Sprint PCS brand names.
o NATIONAL NETWORK - Our subscribers can immediately access Sprint PCS'
national network, which includes over 300 major metropolitan areas.
o ADVANCED TECHNOLOGY - We believe that the CDMA technology used in our
network offers advantages in capacity and voice quality, as well as
access to advanced features such as Sprint PCS' suite of "PCS Vision"
products.
o HANDSET AVAILABILITY AND PRICING - Sprint PCS' purchasing leverage
allows us to acquire handsets more quickly and at a lower cost than we
could without our affiliation with Sprint.
o NATIONAL RESELLER AGREEMENTS - We receive additional revenue as a
result of Sprint PCS' relationships with wireless resellers, including
Virgin Mobile and, beginning in 2004, Qwest Wireless, when customers of
those resellers use our portion of the PCS network of Sprint.
4
MARKETS
We believe we operate in highly attractive markets. We believe our markets
are attractive for a number of reasons:
o FEWER COMPETITORS MARKET-BY-MARKET - Because we operate in less
populated markets, we believe that we face fewer competitors in most
markets in our territory than wireless providers that operate in more
urban areas typically face.
o PROXIMITY TO LARGE U.S. URBAN CENTERS - Our territory is located near
or around several large U.S. urban centers, including Dallas, Denver,
Kansas City, Milwaukee, Minneapolis, Oklahoma City, Phoenix, Portland,
St. Louis, San Antonio, Seattle, Tulsa and Wichita. This has led to a
favorable ratio of wireless subscribers based outside of our territory
using our portion of the PCS network of Sprint as compared to our
subscribers using wireless communications networks outside our
territory.
o ATTRACTIVE ROAMING AND TRAVEL CHARACTERISTICS - Given the rural nature
of many of our markets and our extensive coverage of the major and
secondary highways in our markets, we have consistently received
significant roaming revenue from wireless subscribers using our portion
of the PCS network of Sprint.
o HIGH POPULATION GROWTH MARKETS - The overall population growth in our
territory has been above the national average over the past five years.
The following table lists the location, BTA number, megahertz ("MHz") of
spectrum and estimated total residents for each of the BTAs that comprise our
territory under our affiliation agreements with Sprint PCS as of December 31,
2003. The number of estimated covered residents does not represent the number of
wireless subscribers that we expect to be based in our territory.
ESTIMATED ESTIMATED
BTA MHZ OF TOTAL COVERED
LOCATION NO.(1) SPECTRUM POPs (2) POPs (3)
--------------------------------------------------------------------------------------
ARKANSAS
Fayetteville-Springdale-Rogers .... 140 30 346,200
Fort Smith ........................ 153 30 331,600
Little Rock (4) ................... 257 30 15,700
Russellville ...................... 387 30 100,400
-------
793,900 645,000
ARIZONA
Flagstaff ......................... 144 30 119,700
Las Vegas, NV (Arizona side) (4) .. 245 30 157,100
Prescott .......................... 362 30 181,800
Phoenix (4) ....................... 347 30 110,500
Sierra Vista-Douglas .............. 420 30 121,000
Tucson (4) ........................ 447 30 2,000
Yuma .............................. 486 30 169,900
-------
862,000 626,600
CALIFORNIA
El Centro-Calexico .............. 124 30 151,500
San Diego (4) ................... 402 30 1,000
-------
152,500 139,600
COLORADO
Colorado Springs (4) ............ 89 30 1,300
Farmington, NM-Durango, CO ..... 139 20 217,100
Grand Junction ................. 168 30 257,500
Pueblo ......................... 366 30 320,100
-------
796,000 464,100
ILLINOIS
Carbondale-Marion ............... 67 30 214,800 137,000
KANSAS
Pittsburgh-Parsons .............. 349 30 92,100
Emporia ........................ 129 30 47,900
Hutchinson (4) .................. 200 30 29,600
Manhattan-Junction City ......... 275 30 117,300
Salina .......................... 396 30 143,800
-------
430,700 253,300
5
MINNESOTA
La Crosse, WI-Winona, MN ....... 234 30 324,100
Minneapolis-St. Paul (4) ....... 298 30 85,200
-------
409,300 259,000
MISSOURI
Cape Girardeau-Sikeston ......... 66 30 190,200
Columbia ........................ 90 30 220,200
Jefferson City .................. 217 30 167,100
Kirksville ...................... 230 30 57,400
Poplar Bluff .................... 355 30 154,500
Quincy, IL-Hannibal ............. 367 30 185,700
Rolla ........................... 383 30 105,400
St. Joseph ...................... 393 30 196,900
Sedalia ......................... 414 30 80,500
Springfield ..................... 428 30 682,400
West Plains ..................... 470 30 78,300
Kansas City (4).................. 226 30 16,800
---------
2,135,400 1,465,600
NEW MEXICO
Albuquerque ..................... 8 20 851,500
Carlsbad ........................ 68 10 51,700
Clovis .......................... 87 30 76,000
Gallup .......................... 162 10 146,000
Hobbs ........................... 191 30 55,500
Roswell ......................... 386 10 82,300
Santa Fe ........................ 407 20 225,900
Las Cruces ...................... 244 10 258,400
---------
1,747,300 1,407,500
OKLAHOMA
Joplin, MO-Miami ................ 220 30 251,000
Ada ............................. 4 30 54,300
Ardmore ......................... 19 30 91,500
Bartlesville .................... 31 30 49,100
Enid ............................ 130 30 85,700
Lawton-Duncan ................... 248 30 181,300
McAlester ....................... 267 30 55,100
Muskogee ........................ 311 30 166,500
Oklahoma City (4) ............... 329 30 418,300
Ponca City ...................... 354 30 49,800
Stillwater ...................... 433 30 80,000
Tulsa (4) ....................... 448 30 192,200
---------
1,674,800 1,292,100
OREGON
Bend ............................ 38 30 166,400
Coos Bay-North Bend ............. 97 30 84,700
Klamath Falls ................... 231 30 81,700
Medford-Grants Pass ............. 288 30 266,200
Portland (4) .................... 358 30 82,600
Roseburg ........................ 385 30 101,200
Walla Walla, WA-Pendleton, OR.... 460 30 178,600
-------
961,400 699,000
TEXAS
Eagle Pass-Del Rio .............. 121 30 121,100
El Paso ......................... 128 20 766,500
Laredo .......................... 242 30 232,400
Wichita Falls ................... 473 30 224,000
Abilene ......................... 3 30 263,500
Amarillo ........................ 13 30 416,500
Big Spring ...................... 40 30 36,100
Lubbock ......................... 264 30 411,100
Midland ......................... 296 30 122,000
Odessa .......................... 327 30 210,000
San Angelo ...................... 400 30 162,600
---------
2,965,800 2,546,500
WASHINGTON
Kennewick-Pasco-Richland......... 228 30 199,800
Wenatchee ....................... 468 30 222,500
Yakima .......................... 482 30 263,500
-------
685,800 558,700
WISCONSIN
Appleton-Oshkosh ................ 18 20 461,200
6
Eau Claire ...................... 123 30 197,400
Fond du Lac ..................... 148 20 98,100
Green Bay ....................... 173 20 362,600
Madison (4) ..................... 272 20 147,100
Manitowoc ....................... 276 20 83,100
Milwaukee (4) ................... 297 30 87,300
Sheboygan ....................... 417 20 113,600
Stevens Point-Marshfield-Wisconsin
Rapids ........................ 432 30 217,400
Wausau-Rhinelander .............. 466 30 247,700
----------
2,015,500 1,517,200
---------- ----------
TOTAL ........................... 15,845,200 12,011,200
========== ==========
(1) BTA No. refers to the basic trading area number assigned to that market by
the Federal Communications Commission (in alphabetical order by name) for
the purposes of issuing licenses for wireless services.
(2) Estimated total POPs is based on estimates of 2000 population counts
compiled by the U.S. Census Bureau adjusted by published population growth
rate estimates provided to us by Sprint.
(3) Estimated covered POPs is based on our actual network coverage using
estimates of 2000 population counts compiled by the U.S. Census Bureau
adjusted by published population growth rate estimates provided to us by
Sprint.
(4) Total POPs and covered POPs for these markets reflect only those POPs
contained in our licensed territory within the BTA, not the total POPs or
covered POPs in the entire BTA.
NETWORK OPERATIONS
The effective operation of our portion of the PCS network of Sprint
requires:
o public switched and long distance interconnection;
o the implementation of roaming arrangements; and
o the development of network monitoring systems.
Our portion of the PCS network of Sprint connects to the public switched
telephone network to facilitate the origination and termination of traffic
between the wireless network and both local exchange and long distance carriers.
Through our arrangements with Sprint and Sprint's arrangements with other
wireless service providers, our subscribers have roaming capabilities on certain
other PCS networks utilizing similar CDMA technology. We monitor our portion of
the PCS network of Sprint during normal business hours. For after-hours
monitoring, the PCS Network Operating Centers of Sprint provide 24 hours, seven
days a week monitoring of our portion of the PCS network of Sprint and real-time
notification to our designated personnel.
As of December 31, 2003, our portion of the PCS network of Sprint included
1,557 base stations and nine switching centers.
PRODUCTS AND SERVICES
We offer wireless voice and data products and services throughout our
territories under the Sprint brand name. Our services are typically designed to
align with the service offerings of Sprint PCS and to integrate with the PCS
network of Sprint. The PCS service packages we currently offer include the
following:
100% DIGITAL WIRELESS NETWORK WITH SERVICE ACROSS THE COUNTRY - We are part
of the largest 100% digital wireless personal communications services network in
the country. Our customers may access PCS services from Sprint throughout the
PCS network of Sprint, which includes over 300 major metropolitan areas across
the United States. Dual-band/dual-mode or tri-mode handsets allow roaming on
other wireless networks where Sprint has roaming agreements.
7
THIRD GENERATION SERVICES - We believe CDMA technology allows existing CDMA
networks to be upgraded to the next generation in a timely and cost efficient
manner. We, along with Sprint, launched third generation ("3G") capability in
our markets in the third quarter of 2002. This capability allows more efficient
utilization of our network when voice calls are made using 3G-enabled handsets.
It also provides enhanced data services. PCS Vision is Sprint's suite of
products designed to utilize 3G services and allows our subscribers to use their
PCS Vision-enabled devices to check e-mail, take and receive pictures, play
games with full-color graphics and polyphonic sounds and browse the Internet
wirelessly with speeds of up to 144 kilobits per-second with average throughput
speeds in the range of 50-70 kilobits per second.
CLEAR PAY/ACCOUNT SPENDING LIMIT - Under the PCS service plans of Sprint,
customers who do not meet certain credit criteria can nevertheless select any
plan offered subject to an account spending limit ("ASL") to control credit
exposure. Prior to May 2001, these customers were required to make a deposit
ranging from $125 to $200 that could be credited against future billings. In May
2001, the deposit requirement was eliminated on certain credit classes under the
No Deposit ASL ("NDASL") program, which was subsequently renamed Clear Pay. From
May 2001 to February 2002, a majority of our customer additions were under the
Clear Pay/NDASL program. On February 24, 2002, we along with certain other PCS
Affiliates of Sprint, reinstated the deposit requirement for certain credit
classes that was in place prior to May 2001 in an effort to limit our exposure
to bad debt relative to these credit classes. This new program is referred to as
Clear Pay II and is not a national Sprint program. Since the implementation of
Clear Pay II in February 2002 we have experienced a significant decline in
customer additions, but the credit quality of those additions has improved.
OTHER SERVICES - In addition to these services, we may also offer wireless
local loop services in our territories, but only where Sprint is not a local
exchange carrier. Wireless local loop is a wireless substitute for the
landline-based telephones in homes and businesses. We also believe that new
features and services will be developed on the PCS network of Sprint to take
advantage of CDMA technology. Sprint conducts ongoing research and development
to produce innovative services that are intended to give Sprint and PCS
Affiliates of Sprint a competitive advantage. We may incur additional expenses
in modifying our technology to provide these additional features and services.
ROAMING
SPRINT PCS ROAMING - Sprint PCS roaming includes both inbound roaming, when
Sprint wireless subscribers based outside of our territory use our portion of
the PCS network of Sprint, and outbound roaming, when our subscribers use the
PCS network of Sprint outside of our territory. We have a reciprocal per minute
fee with Sprint for inbound and outbound Sprint PCS roaming. The reciprocal
rate, which initially was 20 cents per minute, has been periodically reduced by
Sprint and is currently 5.8 cents per minute. We have negotiated an agreement
with Sprint whereby the rate is fixed at the current 5.8 cents per minute rate
through December 31, 2005. Thereafter, the rate will be calculated based upon a
predetermined formula specified in our affiliation agreements with Sprint PCS.
Our ratio of inbound to outbound roaming with Sprint was approximately 1.14 to 1
in 2003 and is expected to decline to approximately 1 to 1 over time. Sprint PCS
roaming revenue is not subject to the 8% affiliation fee that Sprint retains on
revenues billed to subscribers based in our territory.
In addition to the reciprocal per minute fee for the Sprint PCS roaming
discussed above, we also recognize roaming revenue and expense related to data
usage from PCS Vision services when wireless subscribers are using such services
outside of their home territory. We recognize revenue when a wireless subscriber
based outside of our territory uses PCS Vision data services on our portion of
the PCS network of Sprint, and we recognize expense when our subscribers use
such services on the PCS network of Sprint outside of our territory. This
roaming activity is settled on a per-kilobit ("Kb") basis at a rate that was
initially set at $0.0055 per Kb through December 31, 2002. For 2003, this rate
was $0.0014 per Kb, and we have negotiated an agreement with Sprint PCS whereby
the rate will remain at $0.0014 per Kb through December 31, 2005. Thereafter the
rate will be calculated based upon a predetermined formula specified in our
affiliation agreements with Sprint PCS.
NON-SPRINT PCS ROAMING - Non-Sprint PCS roaming includes both inbound
non-Sprint PCS roaming, when non-Sprint PCS subscribers use our portion of the
PCS network of Sprint, and outbound non-Sprint PCS roaming, when our subscribers
use a non-Sprint PCS network. Sprint negotiates the roaming agreements with
these other wireless service providers. These wireless service providers must
pay fees for their subscribers' use of our network, and as part of our revenues,
we are entitled to 92% of these fees. Currently, pursuant to our services
agreements with Sprint PCS, Sprint bills these wireless service providers for
these roaming fees and passes our portion of the fees to us. When another
wireless service provider provides service to one of our subscribers, we pay
outbound non-Sprint PCS roaming fees. Sprint PCS then bills our subscriber for
use of that provider's network at rates specified in their contract and pays
8
us 100% of this outbound non-Sprint PCS roaming revenue collected from that
subscriber on a monthly basis. We bear the collection risk for all service.
RESELLER AGREEMENTS - We also recognize revenue from subscribers of various
wholesale resellers of personal communications service when those subscribers
use our portion of the PCS network of Sprint. These reseller agreements are
negotiated by Sprint, and we receive a per-minute rate for each minute that the
subscribers of these resellers use our portion of the PCS network of Sprint.
These subscribers may be based within or outside our territory. Currently, we
receive wholesale revenue from a reseller agreement between Sprint and Virgin
Mobile. Sprint recently announced an agreement with Qwest Wireless to transition
Qwest's subscribers to Sprint's network on a wholesale basis. We expect that
Qwest subscribers in our territory will be transitioned during 2004, at which
point we will receive per minute wholesale revenue from Qwest for usage by Qwest
subscribers.
MARKETING STRATEGY
Our marketing strategy is to complement Sprint's national marketing
strategies with techniques tailored to each of the specific markets in our
territories.
USE SPRINT'S BRAND - We feature exclusively and prominently the nationally
recognized Sprint brand name in our marketing and sales efforts. From the
customers' point of view, they use our portion of the PCS network of Sprint and
the rest of the PCS network of Sprint as a unified national network.
ADVERTISING AND PROMOTIONS - Sprint promotes its products through the use
of national as well as regional television, radio, print, outdoor and other
advertising campaigns. In addition to Sprint's national advertising campaigns,
we advertise and promote Sprint PCS products and services on a local level in
our markets at our cost. We have the right to use any promotion or advertising
materials developed by Sprint and only have to pay the incremental cost of using
those materials, such as the cost of local radio and television advertisement
placements, and material costs and incremental printing costs. We also benefit
from any advertising or promotion of Sprint PCS products and services by third
party retailers in our territory, such as RadioShack and Best Buy. We must pay
the cost of specialized Sprint print advertising by third party retailers.
Sprint also runs numerous promotional campaigns which provide customers with
benefits such as additional features at the same rate, or free minutes or Kb of
use for limited time periods. We offer these promotional campaigns to potential
customers in our territories.
SALES FORCE WITH LOCAL PRESENCE - We have established local sales forces to
execute our marketing strategy through our company-owned retail stores, local
distributors, direct business-to-business contacts and other channels. Our
marketing teams also participate in local clubs and civic organizations such as
the Chamber of Commerce, Rotary and Kiwanis.
SALES AND DISTRIBUTION
Our sales and distribution plan is designed to mirror Sprint's multiple
channel sales and distribution plan and to enhance it through the development of
local distribution channels. Key elements of our sales and distribution plan
consist of the following:
SPRINT RETAIL STORES - As of December 31, 2003, we owned and operated 61
Sprint stores at various locations within our markets. These stores provide us
with a local presence and visibility in the markets within our territory.
Following the Sprint model, these stores are designed to facilitate retail
sales, subscriber activation, bill collection and customer service. In addition
to retail stores that we operate, we began to enter into agreements with
exclusive agents in 2003 which operate Sprint stores in our territory to further
expand our distribution channels. These "branded stores" function similarly to
our company-operated stores but are operated by third parties. These third
parties purchase equipment from us and resell it to the consumer, for which the
third party receives compensation in the form of commissions. As of December 31,
2003, we had 36 of these branded stores operating in our territory.
NATIONAL THIRD PARTY RETAIL STORES - Sprint has national distribution
agreements with various national retailers such as RadioShack and Best Buy for
such retailers to sell Sprint PCS products. These national agreements cover
retailers' stores in our territory, and as of December 31, 2003, these retailers
had approximately 580 locations in our territory.
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LOCAL INDIRECT AGENTS - We contract directly with local indirect retailers
in our territory. These retailers are typically local businesses that have a
presence in our markets. Local indirect agents purchase handsets and other PCS
retail equipment from us and market PCS services from Sprint on our behalf.
These local indirect agents may also market wireless telecommunications services
provided by other carriers as well. We are responsible for managing this
distribution channel and as of December 31, 2003 these local indirect agents had
approximately 209 locations within our licensed territory. We compensate local
indirect agents through commissions for subscriber activations.
ELECTRONIC COMMERCE - Sprint PCS maintains an Internet site,
www.sprintpcs.com, which contains information on Sprint PCS products and
services. A visitor to the Sprint PCS Internet site can order and pay for a
handset and select a rate plan. Sprint wireless customers visiting the site can
review the status of their account, including the number of minutes used in the
current billing cycle. We recognize the revenues generated by wireless customers
in our territories who purchase products and services over the Sprint PCS
Internet site.
DISTRIBUTION MIX - During 2003, our distribution mix approximated:
Sprint retail stores 43%
National retailers 28
Local indirect agents (including branded stores) 12
Other 17
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100%
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SEASONALITY
Our business is subject to seasonality because the wireless
telecommunications industry is heavily dependent on calendar 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:
o the heavy reliance on retail distribution, which is dependent upon the
year-end holiday shopping season;
o the timing of new product and service announcements and introductions;
o competitive pricing pressures; and
o aggressive marketing and promotions.
TECHNOLOGY
GENERAL - In 1993, the Federal Communications Commission ("FCC") allocated
the 1900 MHz frequency block of the radio spectrum for wireless personal
communications services. Wireless personal communications services differ from
original analog cellular telephone service principally in that wireless personal
communications services systems operate at a higher frequency and employ
advanced digital technology. Analog-based networks send signals in which the
transmitted signal resembles the input signal, the caller's voice. Digital
networks convert voice or data signals into a stream of digits that permit a
single radio channel to carry multiple simultaneous transmissions. Digital
networks also achieve greater frequency reuse than analog networks resulting in
greater capacity than analog networks. This enhanced capacity, along with
enhancements in digital protocols, allows digital-based wireless technologies,
whether using wireless personal communications services or cellular frequencies,
to offer new and enhanced services, including greater call privacy and more
robust data transmission, such as facsimile, electronic mail and connecting
notebook computers with computer/data networks.
Wireless digital signal transmission is accomplished through the use of
various forms of frequency management technology or "air interface protocols."
The FCC has not mandated a universal air interface protocol for wireless
personal communications services networks. Digital wireless personal
communications networks operate under one of three principal air interface
protocols: CDMA, time division multiple access ("TDMA") or global system for
mobile communications ("GSM"). TDMA and GSM communications are both time
division multiple access networks but are incompatible with each other. CDMA is
incompatible with both GSM and TDMA networks. Accordingly, a subscriber of a
network that utilizes CDMA technology is unable to use a CDMA handset when
traveling in an area not served by
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CDMA based wireless personal communications services operators, unless the
customer carries a dual-band/dual-mode handset that permits the customer to use
the analog cellular network in that area. The same issue would apply to users of
TDMA or GSM networks. All of the wireless personal communications services
operators now have dual-mode or tri-mode handsets available to their customers.
Because digital networks do not cover all areas in the country, these handsets
will remain necessary for segments of the subscriber base.
CDMA TECHNOLOGY - The PCS network of Sprint and the networks of PCS
Affiliates of Sprint all use digital CDMA technology. We believe that CDMA
provides important system performance benefits such as:
o GREATER CAPACITY - We believe, based on studies by CDMA manufacturers
and our experience since our inception, that CDMA networks can provide
network capacity that is approximately seven to ten times greater than
that of analog technology and approximately three times greater than
TDMA and GSM digital networks.
o PRIVACY AND SECURITY - CDMA technology combines a constantly changing
coding scheme with a low power signal to enhance call security and
privacy.
o SOFT HAND-OFF - CDMA networks transfer calls throughout the CDMA
network using a technique referred to as a soft hand-off, which
connects a mobile customer's call with a new base station while
maintaining a connection with the base station currently in use. CDMA
networks monitor the quality of the transmission received by multiple
base stations simultaneously to select a better transmission path and
to ensure that the network does not disconnect the call in one cell
unless replaced by a stronger signal from another base station. Analog,
TDMA and GSM networks use a hard hand-off and disconnect the call from
the current base station as it connects with a new one without any
simultaneous connection to both base stations.
o SIMPLIFIED FREQUENCY PLANNING - Frequency planning is the process used
to analyze and test alternative patterns of frequency used within a
wireless network to minimize interference and maximize capacity. Unlike
TDMA- and GSM-based networks, CDMA-based networks can reuse the same
subset of allocated frequencies in every cell, substantially reducing
the need for costly frequency reuse patterning and constant frequency
plan management.
o LONGER BATTERY LIFE - Due to their greater efficiency in power
consumption, CDMA handsets can provide longer standby time and more
talk time availability when used in the digital mode than handsets
using alternative digital or analog technologies.
o EFFICIENT MIGRATION PATH - We believe that CDMA technology has an
efficient and incremental migration path to next generation voice and
data services. Unlike technologies that require essentially a
replacement investment to upgrade, CDMA upgrades can be completed
incrementally. The first step - conversion to 1XRTT - was completed in
2002 in approximately 96% of our covered territory for less than $3 per
covered POP. Additional steps beyond 1XRTT can be taken as demand for
more robust data services or need for additional capacity develops for
similar capital investment levels.
COMPETITION
Competition in the wireless telecommunications industry is intense. We
compete with a number of wireless service providers in our markets. We believe
that our primary competition is with national and regional wireless providers
such as ALLTEL, AT&T Wireless Services, Cingular Wireless, Nextel
Communications, Nextel Partners, T-Mobile and Verizon Wireless. While we compete
with one or more wireless carriers in each of the markets in our territory, none
of these wireless service providers provide services in all of the markets in
our territory.
We also face competition from resellers, which provide wireless services to
customers but do not hold FCC licenses or own facilities. Instead, the resellers
buy blocks of wireless telephone numbers and capacity from a licensed carrier
and resell services through their own distribution network to the public. As
described previously in this section, Virgin Wireless and Qwest Wireless have
agreements with Sprint to act as resellers in our territory.
In addition, we compete with existing communications technologies, such as
paging, enhanced specialized mobile radio service dispatch and conventional
landline telephone companies, in our markets. Potential users of wireless
personal communications services networks may find their communications needs
satisfied by other current and developing technologies. One- or two-way paging
or beeper services that feature voice messaging and data display as
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well as tone-only service may be adequate for potential customers who do not
need to speak to the caller.
In the future, we expect to face increased competition from entities
providing similar services using other communications technologies, including
satellite-based telecommunications and wireless cable networks. While some of
these technologies and services are currently operational, others are being
developed or may be developed in the future.
Many of our competitors have significantly greater financial and technical
resources and larger subscriber bases than we do. In addition, some of our
competitors may be able to offer regional coverage in areas not served by the
PCS network of Sprint, or, because of their calling volumes or relationships
with other wireless providers, may be able to offer regional roaming rates that
are lower than those that we offer. Wireless personal communications services
operators will likely compete with us in providing some or all of the services
available through our network and may provide services that we do not.
Additionally, we expect that existing cellular providers will continue to
upgrade their systems to provide digital wireless communication services that
are competitive with those offered by Sprint. Currently, there are six national
wireless providers who are generally all present in major markets across the
country. In January 2003, the FCC rule imposing limits on the amount of spectrum
that can be held by one provider in a specific market was lifted, which may
facilitate the consolidation of some national providers.
The FCC has mandated that wireless carriers provide for WLNP beginning on
November 24, 2003 in markets within the 100 largest metropolitan statistical
areas ("MSAs"). WLNP allows subscribers to keep their wireless phone number when
switching to a different service provider, which could make it easier for
competing providers to market their services to our existing users. WLNP makes
customer defections more likely, and we may be required to increase subsidies
for product upgrades and/or reduce pricing to match competitors' initiatives in
an effort to retain customers or replace those who switch to other carriers.
Over the past several years, the FCC has auctioned and will continue to
auction large amounts of wireless spectrum that could be used to compete with
PCS services from Sprint. Based upon increased competition, we anticipate that
market prices for two-way wireless services generally will decline in the
future. We will compete to attract and retain customers principally on the basis
of:
o the strength of the Sprint brand name, services and features;
o Sprint's nationwide network;
o our network coverage and reliability; and
o the benefits of CDMA technology.
Our ability to compete successfully will also depend, in part, on our
ability to anticipate and respond to various competitive factors affecting the
industry, including:
o new services and technologies that may be introduced;
o changes in consumer preferences;
o demographic trends;
o economic conditions; and
o discount pricing strategies by competitors.
INTELLECTUAL PROPERTY
The Sprint diamond design logo is a service mark registered with the United
States Patent and Trademark Office. The service mark is owned by Sprint. We use
the Sprint brand name, the Sprint diamond design logo and other service marks of
Sprint in connection with marketing and providing wireless services within our
territory. Under the terms of our trademark and service mark license agreements
with Sprint PCS, we do not pay a royalty fee for the use of the Sprint brand
name and Sprint service marks.
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Except in certain instances and other than in connection with the national
distribution agreements, Sprint has agreed not to grant to any other person a
right or license to use the licensed marks in our territory. In all other
instances, Sprint reserves the right to use the licensed marks in providing its
services within or outside our territory.
Our trademark license and service mark agreements with Sprint PCS contain
numerous restrictions with respect to the use and modification of any of the
licensed marks. See "Our Affiliation Agreements with Sprint -- The Trademark and
Service Mark License Agreements" for more information on this topic.
ENVIRONMENTAL COMPLIANCE
Our environmental compliance expenditures primarily result from the
operation of standby power generators for our telecommunications equipment and
compliance with various environmental rules during network build-out and
operations. The expenditures arise in connection with standards compliance or
permits, which are usually related to generators, batteries or fuel storage. Our
environmental compliance expenditures have not been material to our financial
statements or to our operations and are not expected to be material in the
future.
EMPLOYEES
As of December 31, 2003, we employed 817 full-time employees. None of our
employees are represented by a labor union. We believe that our relations with
our employees are good.
OUR AFFILIATION AGREEMENTS WITH SPRINT
Each PCS Affiliate of Sprint enters into four major affiliation agreements
with Sprint PCS:
o a management agreement;
o a services agreement; and
o two trademark and service mark license agreements with different Sprint
entities.
We entered into one set of these agreements for our markets in the
Southwestern part of the United States and another set of these agreements for
our markets in Wisconsin. Roberts entered into a set of these agreements for its
markets in Illinois, Kansas and Missouri, which we assumed pursuant to our
acquisition of Roberts. WOW entered into a set of these agreements for its
markets in Washington and Oregon, which we assumed pursuant to our acquisition
of WOW. Southwest PCS entered into a set of these agreements for its markets in
Oklahoma, Kansas, Texas and Arkansas, which we assumed pursuant to our
acquisition of Southwest PCS. Therefore, we now operate under five sets of
affiliation agreements with Sprint PCS. As used in this description, the term
"operating subsidiaries" refers to each of our subsidiaries that have entered
into affiliation agreements with Sprint PCS. Except as described herein, the
material terms of the affiliation agreements entered into by our operating
subsidiaries, including the amendments we recently entered into with Sprint PCS,
are substantially identical and apply to all of our territories.
Under our affiliation agreements with Sprint PCS, we have the exclusive
right to provide wireless mobility communications services using the 1900 MHz
frequency block under the Sprint brand name in our territory. Sprint holds the
spectrum licenses. Our affiliation agreements with Sprint PCS require us to
interface with the PCS network of Sprint by building our portion of the PCS
network of Sprint to operate on the 10, 20 or 30 MHz of wireless personal
communications services frequencies licensed to Sprint in the 1900 MHz range.
A breach or event of termination, as the case may be, under any of our
affiliation agreements with Sprint PCS by one of our operating subsidiaries will
also constitute a breach or event of termination, as the case may be, by all
other operating subsidiaries of the same provision of the applicable affiliation
agreement to which each operating subsidiary is a party. Each operating
subsidiary only has the right to cure its breach and has no right to cure any
breach or event of termination by another operating subsidiary.
The following is a description of the material terms and provisions of our
affiliation agreements with Sprint PCS.
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THE MANAGEMENT AGREEMENTS - Under our management agreements with Sprint PCS, we
have agreed to:
o own, construct and manage a wireless personal communications services
network in our territory in compliance with FCC license requirements
and other technical requirements contained in our management
agreements;
o distribute Sprint PCS products and services;
o use Sprint's and our own distribution channels in our territory;
o conduct advertising and promotion activities in our territory; and
o manage that portion of the wireless customer base assigned to our
territory.
Sprint has the right to supervise our wireless personal communications
services network operations and the right to unconditional access to our portion
of the PCS network of Sprint, including the right to test and monitor any of our
facilities and equipment.
EXCLUSIVITY - We are designated as the only person or entity that can
manage or operate a wireless mobility communications network using the 1900 MHz
frequency block for Sprint in our territory. Sprint is prohibited from owning,
operating, building or managing another wireless mobility communications network
in our territory while our management agreements are in place and no event has
occurred that would permit such agreements to terminate. Sprint is permitted to
make national sales to companies in our territory and to permit resale of the
Sprint PCS products and services in our territory.
NETWORK BUILD-OUT - Our management agreements specify the terms of the
Sprint affiliation, including the required network build-out plan. We have
agreed by specified dates to cover a specified percentage of the population
within each of the markets that make up our territory. Our management agreements
also require us to reimburse Sprint one-half of the microwave clearing costs for
our territory. We believe we are in compliance with our network build-out
requirements and Sprint PCS' other program requirements.
If Sprint decides to expand the geographic size of the network coverage
within our territory, Sprint must provide us with written notice of the proposed
expansion.
Under our management agreements for our territories, with the exception of
the management agreement we assumed pursuant to our acquisition of WOW, we have
a 90-day right of first refusal to build-out the proposed expansion area. If we
choose not to build-out the proposed area, then Sprint may build-out the area
itself or allow another PCS Affiliate of Sprint to do so.
Under our management agreement for the territories we assumed pursuant to
our acquisition of WOW, we have agreed to build-out any proposed expansion area.
Sprint has agreed not to require coverage in our markets covered by this
management agreement that exceeds the capacity and footprint parameters that
Sprint has adopted for all its comparable markets. This management agreement
also contains a mechanism for us to appeal to Sprint if the build-out is not
economically advantageous for us. If we fail to build-out the proposed expansion
area, Sprint has the termination rights described below under "Termination of
Our Management Agreements."
PRODUCTS AND SERVICES - Our management agreements identify the products and
services that we can offer in our territory. These services include, but are not
limited to, PCS consumer and business products and services from Sprint
available as of the date of the agreements, or as modified by Sprint. We are
allowed to sell wireless products and services that are not PCS products and
services from Sprint if those additional products and services do not cause
distribution channel conflicts or, in Sprint's sole determination, consumer
confusion with Sprint PCS products and services. Under our management agreement
for our Wisconsin markets, if Sprint begins to offer nationally a product or
service that we already offer, then that product or service will be considered
to be a Sprint PCS product or service.
We may also sell services such as specified types of long distance service,
Internet access, handsets, and prepaid phone cards with Sprint and other PCS
Affiliates of Sprint. If we decide to use third parties to provide these
services, we must give Sprint an opportunity to provide the services on the same
terms and conditions. We cannot offer wireless local loop services specifically
designed for the competitive local exchange market in areas where Sprint owns
the incumbent
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local exchange carrier unless we name the Sprint-owned local exchange carrier as
the exclusive distributor or Sprint approves the terms and conditions. Sprint
does not own the incumbent local exchange carrier in a vast majority of the
markets in our territory.
NATIONAL SALES PROGRAMS - We must participate in the Sprint wireless sales
programs for sales to Sprint's corporate accounts and will pay the expenses and
receive the compensation from Sprint relative to sales to customers of those
accounts located in our territory. We must use Sprint's long distance service,
which we can buy at the best prices offered to comparably situated Sprint
wholesale customers of Sprint Corporation, which Sprint PCS acquires on our
behalf from Sprint Corporation. However, we may purchase private line capacity
for call routing directly from Sprint Corporation, if we can obtain more
favorable terms, and Sprint Corporation has agreed to provide us with such
capacity at the best price offered to similarly situated third parties. Under
our management agreements, we are prohibited from reselling long distance
service to other carriers, however we may (i) transport long distance calls for
customers, (ii) transport long distance calls for resellers when such resale is
subject to FCC mandate or when Sprint chooses to make such resale available, or
(iii) transport long distance calls for purposes of roaming.
SERVICE PRICING, ROAMING AND FEES - We must offer PCS subscriber pricing
plans from Sprint designated for regional or national offerings, including "Free
& Clear" plans and PCS Vision plans. We are permitted to establish our own local
price plans for PCS products and services offered only in our territory, subject
to Sprint's approval. We are entitled to receive a weekly fee from Sprint equal
to 92% of net "billed revenues" related to customer activity less applicable
write-offs. Outbound non-Sprint PCS roaming billed to subscribers based in our
territory, proceeds from the sales of handsets and accessories and amounts
collected with respect to taxes and proceeds from sales of our products and
services are not considered "billed revenues." Billed revenues generally include
all other customer account activity for Sprint PCS products and services in our
territory, which includes such activities billed to, attributed to or otherwise
reflected in customers' accounts. We are generally entitled to 100% of the
proceeds from customers for equipment and accessories sold or leased by us and
to 92% of any federal or state subsidies attributable to our territory or
customers. Many Sprint wireless subscribers purchase bundled pricing plans that
allow roaming anywhere on the nationwide PCS network of Sprint without
incremental PCS roaming charges. However, we will earn Sprint PCS roaming
revenue for every minute that a Sprint wireless subscriber from outside our
territory enters our territory and uses our services, which is offset against
amounts we owe as expenses for every minute that our subscribers use services
outside our territory. The analog roaming rate onto a non-Sprint PCS provider's
network is set under Sprint's third party roaming agreements.
VENDOR PURCHASE AGREEMENTS - We may participate in discounted volume-based
pricing on wireless-related products and warranties Sprint receives from its
vendors. Sprint will use commercially reasonable efforts to obtain for us the
same prices as Sprint receives from its vendors.
ADVERTISING AND PROMOTIONS - Sprint uses national as well as regional
television, radio, print, outdoor and other advertising campaigns to promote its
products. We benefit from the national advertising at no additional cost to us.
In addition to Sprint's national advertising campaigns, we advertise and promote
PCS products and services from Sprint on a local level in our markets at our
cost. We have the right to use any promotion or advertising materials developed
by Sprint and only have to pay the incremental cost of using those materials,
such as the cost of local radio and television advertisement placements and
incremental printing costs. Sprint also runs numerous promotional campaigns
which provide customers with benefits such as additional features at the same
rate or free minutes of use for limited time periods. We offer these promotional
campaigns to potential customers in our territory.
PROGRAM REQUIREMENTS - We must comply with the Sprint program requirements
for technical standards, customer service standards, roaming coverage and
national and regional distribution and national accounts programs. Sprint can
adjust the program requirements at any time. We can decline to implement any
change in the program requirements if the change will:
o cause the combined peak negative cash flow of the operating
subsidiaries to be an amount greater than 3% of Alamosa Holdings'
enterprise value;
o when combined with all other changes in the program requirements that
we and the operating subsidiaries agree to implement, within the prior
12 months, cause the combined peak negative cash flow of the operating
subsidiaries to be an amount greater than 5% of Alamosa Holdings'
enterprise value;
o cause a decrease in the forecasted 5-year discounted cash flow of the
operating subsidiaries of more than 3% on a net present value basis; or
15
o when combined with all other changes in the program requirements that
we and the operating subsidiaries agree to implement, within the prior
12 months, cause a decrease in the forecasted 5-year discounted cash
flow of the operating subsidiaries of more than 5% on a net present
value basis.
For determining whether a program requirement change will adversely impact
our operations, (i) generally, the negative impact to the operating
subsidiaries' cash flows from capital expenditures required to implement the
program requirement change relative to cash benefits from the change during a
comparable time period is compared to (ii) our "enterprise value," which the
amendments to our affiliation agreements with Sprint PCS define as the book
value of its outstanding debt and preferred stock, in addition to the fair
market value of our publicly traded equity, less cash.
Our management agreements set forth a dispute resolution process if Sprint
believes that we do not have the right to decline to implement a change in the
program requirements. In any event, we must implement a change in the program
requirements if Sprint agrees to compensate us for amounts in excess of the
criteria set forth above.
Notwithstanding the above, we have agreed to implement a change in program
requirements if the adjustment relates to a pricing plan or roaming program and
Sprint reasonably determines that the change must be implemented on an immediate
basis to respond to competitive market forces. If the change would have exceeded
one of the criteria set forth above, our management agreements provide for
appropriate compensation from Sprint to the extent such criteria is exceeded.
Under our management agreements for our Wisconsin and Southwest
territories, Sprint has agreed that it will use commercial reasonableness to
adjust the Sprint retail store and customer service requirements for cities
located within those territories that have a population of less than 100,000.
NON-COMPETITION - We may not offer Sprint PCS products and services outside
our territory without the prior written approval of Sprint. We may offer, market
or promote telecommunications products and services within our territories only
under the Sprint brand, our own brand, brands of our related parties or other
products and services approved under our management agreements, except that no
brand of a significant competitor of Sprint or its related parties may be used
for those products and services. To the extent we have or will obtain licenses
to provide wireless personal communications services outside our territory, we
may not use the spectrum to offer Sprint PCS products and services without prior
written consent from Sprint.
INABILITY TO USE NON-SPRINT BRAND - We may not market, promote, advertise,
distribute, lease or sell any of the Sprint PCS products and services on a
non-branded, "private label" basis or under any brand, trademark or trade name
other than the Sprint brand, except for sales to resellers or as otherwise
permitted under the trademark and service mark license agreements.
TRANSFER OF THE PCS NETWORK - In conjunction with the sale of its wireless
PCS network, Sprint can sell, transfer or assign its wireless PCS network and
any of its FCC licenses to a third party if the third party agrees to be bound
by the terms of our management agreements and our services agreements.
CHANGE IN CONTROL - Sprint PCS must consent to any transaction pursuant to
which we are no longer the "ultimate parent" of any of the operating
subsidiaries, but this consent cannot be unreasonably withheld.
RIGHTS OF FIRST REFUSAL - Sprint has rights of first refusal, without
stockholder approval, to buy our assets upon a proposed sale of all or
substantially all of our assets used in the operation of our portion of the PCS
network of Sprint.
TERM - Each of our management agreements has an initial term of 20 years
with three 10-year renewal options, which would lengthen each of our management
agreements to a total term of 50 years. The three 10-year renewal terms are
automatically effectuated unless either Sprint provides us or we provide Sprint
with two years prior written notice to terminate the agreement or unless we are
in material default of our obligations under such agreement.
TERMINATION OF OUR MANAGEMENT AGREEMENTS - Our management agreements can be
terminated as a result of the following events:
o termination of Sprint's spectrum licenses;
16
o an uncured breach under our management agreements;
o our management agreements not complying with any applicable law in any
material respect; or
o the termination of any of our trademark and service mark license
agreements.
The termination or non-renewal of our management agreements triggers some
of our rights and some rights of Sprint. The right of either party to require
the other party to purchase or sell the operating assets is discussed below.
If we have the right to terminate our management agreements because of an
event of termination caused by Sprint, generally we may:
o require Sprint to purchase all of our operating assets used in
connection with our portion of the PCS network of Sprint for an amount
equal to at least 80% of our "entire business value" as defined below;
o in all areas in our territory where Sprint is the licensee for 20 MHz
or more of the spectrum on the date it terminates our management
agreements, require Sprint to assign to us, subject to governmental
approval, up to 10 MHz of licensed spectrum for an amount equal to the
greater of either the original cost to Sprint of the license plus any
microwave clearing costs paid by Sprint or 9% of our "entire business
value;" or
o choose not to terminate our management agreements and sue Sprint for
damages or submit the matter to arbitration.
If Sprint has the right to terminate our management agreements because of
an event of termination caused by us, generally Sprint may:
o require us, without stockholder approval, to sell our operating assets
to Sprint for an amount equal to 72% of our "entire business value;"
o require us to purchase, subject to governmental approval, the licensed
spectrum in our territory for an amount equal to the greater of either
the original cost to Sprint of the license plus any microwave clearing
costs paid by Sprint or 10% of our "entire business value;"
o take any action as Sprint deems necessary to cure the breach of our
management agreements, including assuming responsibility for, and
operating, our portion of the PCS network of Sprint; or
o not terminate our management agreements and sue us for damages or
submit the matter to arbitration.
NON-RENEWAL - If Sprint gives us timely notice that it does not intend to
renew our management agreements, we may:
o require Sprint to purchase all of our operating assets used in
connection with our portion of the PCS network of Sprint for an amount
equal to 80% of our "entire business value;" or
o in all areas in our territory where Sprint is the licensee for 20 MHz
or more of the spectrum on the date it terminates such management
agreement, require Sprint to assign to us, subject to governmental
approval, up to 10 MHz of licensed spectrum for an amount equal to the
greater of either the original cost to Sprint of the license plus any
microwave clearing costs paid by Sprint or 10% of our "entire business
value."
If we give Sprint timely notice of non-renewal, or we and Sprint both give
notice of non-renewal, or any of our management agreements expire with neither
party giving a written notice of non-renewal, or if any of our management
agreements can be terminated for failure to comply with legal requirements or
regulatory considerations, Sprint may:
o purchase all of our operating assets, without further stockholder
approval, for an amount equal to 80% of our "entire business value;" or
17
o require us to purchase, subject to governmental approval, the licensed
spectrum in our territories for an amount equal to the greater of
either the original cost to Sprint of the license plus any microwave
clearing costs paid by Sprint or 10% of our "entire business value."
DETERMINATION OF ENTIRE BUSINESS VALUE - If our "entire business value" is
to be determined, Sprint and we will each select one independent appraiser and
the two appraisers will select a third appraiser. The three appraisers will
determine our "entire business value" on a going concern basis using the
following principles:
o the "entire business value" is based on the price a willing buyer would
pay a willing seller for the entire ongoing business;
o the entire business value will not be calculated in a manner that
double counts the operating assets of one or more of our affiliates;
o then-current customary means of valuing a wireless telecommunications
business will be used;
o the business is conducted under the Sprint brand and our affiliation
agreements with Sprint PCS;
o we own the spectrum and frequencies presently owned by Sprint and
subject to our affiliation agreements with Sprint PCS; and
o the valuation will not include any value for businesses not directly
related to the PCS products and services from Sprint, and those
businesses will not be included in the sale.
INSURANCE - We are required to obtain and maintain with financially
reputable insurers who are licensed to do business in all jurisdictions where
any work is performed under our management agreements and who are reasonably
acceptable to Sprint, workers' compensation insurance, commercial general
liability insurance, business automobile insurance, umbrella excess liability
insurance and "all risk" property insurance.
INDEMNIFICATION - We have agreed to indemnify Sprint and its directors,
employees and agents and related parties of Sprint and their directors,
employees and agents against any and all claims against any of the foregoing
arising from our violation of any law, a breach by us of any representation,
warranty or covenant contained in our management agreements or any other
agreement between us and Sprint, our ownership of the operating assets or the
actions or the failure to act of anyone employed or hired by us in the
performance of any work under such agreement, except that we will not be
obligated to indemnify Sprint for any claims arising solely from the negligence
or willful misconduct of Sprint. Sprint has agreed to indemnify us and our
directors, employees and agents against all claims against any of the foregoing
arising from Sprint's violation of any law and from Sprint's breach of any
representation, warranty or covenant contained in our management agreements or
any other agreement between us and Sprint, except Sprint will not be obligated
to indemnify us for any claims arising solely from our negligence or willful
misconduct.
DISPUTE RESOLUTION - If the parties cannot resolve any dispute between
themselves and our management agreements do not provide a remedy, then either
party may require that any dispute be resolved by a binding arbitration.
MOST FAVORED NATION CLAUSE - We generally have the right to amend our
management agreements or services agreements to obtain the most favorable terms
provided under a management agreement or services agreement between Sprint and a
PCS Affiliate of Sprint similarly situated to us if, prior to December 31, 2006,
Sprint amends the terms of any of those agreements to provide such terms. This
right is only effective, however, if we agree to accept all the terms and
conditions set forth in the other agreements and (i) those agreements were not
amended with a PCS Affiliate of Sprint solely because the affiliate owns the
spectrum on which its network operates (unless such PCS Affiliate of Sprint
acquired the spectrum from Sprint after September 1, 2003), (ii) the amendments
to those agreements were not compelled by a law or regulation inapplicable to
us, or (iii) the amendments to those agreements were not due to a change in a
build-out plan. Our management agreements provide that a PCS Affiliate of Sprint
similarly situated to us is one with three million or more covered POPs.
THE SERVICES AGREEMENTS
Our services agreements outline various back office services provided by
Sprint and available to us for an additional fee. We have agreed to obtain
certain services from Sprint until December 31, 2006. The services agreements
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set forth pricing terms and provide a process by which we and Sprint will
renegotiate the fees paid to Sprint every three years, with the first pricing
period ending on December 31, 2006. The prices currently in effect under our
services agreements are effective until December 31, 2006. If we wish to obtain
from a third party vendor a particular service that we currently obtain from
Sprint under our services agreements, we may do so after December 31, 2006 or at
the end of a subsequent three-year pricing period only if we provide Sprint with
notice at least 120 days before the end of such pricing period, and, in any
event, Sprint has a right of first refusal to provide the service on the same
terms and conditions as the third party vendor.
Some of the services available under our services agreements include:
billing, customer care, activation, credit card processing, handset logistics,
voicemail, directory assistance, roaming, interconnection, pricing, long
distance, handsets and clearinghouse for specified fees. We may develop an
independent capability with respect to certain of the services we obtain from
Sprint over time. Under our services agreements, Sprint may contract with third
parties to provide expertise and services identical or similar to those to be
made available or provided to us. We have agreed not to use the services
performed by Sprint in connection with any other business or outside our
territory. Sprint must give us nine months notice if it will no longer offer any
service, and Sprint has agreed, in the event Sprint will discontinue a service
that we wish to continue to receive, to use commercially reasonable efforts to
help us provide the service ourself or find another vendor to provide the
service and to facilitate any transition.
We have agreed with Sprint to indemnify each other as well as affiliates,
officers, directors and employees for violations of law or the services
agreements except for any liabilities resulting from the negligence or willful
misconduct of the person seeking to be indemnified or its representatives. Our
services agreements also provide that no party will be liable to the other party
for special, indirect, incidental, exemplary, consequential or punitive damages,
or loss of profits arising from the relationship of the parties or the conduct
of business under, or breach of, such services agreement except as may otherwise
be required by the indemnification provisions. Our services agreements
automatically terminate upon termination of our management agreements, and
neither party may terminate the services agreements for any reason other than
the termination of the management agreements.
THE TRADEMARK AND SERVICE MARK LICENSE AGREEMENTS
We have a non-transferable license to use, at no additional cost to us, the
Sprint brand name and "diamond" symbol, and several other U.S. trademarks and
service marks such as "The Clear Alternative to Cellular" and "Clear Across the
Nation" on Sprint PCS products and services. We believe that the Sprint brand
name and symbols enjoy a high degree of recognition, providing us an immediate
benefit in the market place. Our use of the licensed marks is subject to our
adherence to quality standards determined by Sprint and use of the licensed
marks in a manner, which would not reflect adversely on the image of quality
symbolized by the licensed marks. We have agreed to promptly notify Sprint of
any infringement of any of the licensed marks within our territories of which we
become aware and to provide assistance to Sprint in connection with Sprint's
enforcement of its rights. We have agreed with Sprint that we will indemnify the
other for losses incurred in connection with a material breach of the trademark
license agreements between Sprint and us. In addition, we have agreed to
indemnify Sprint from any loss suffered by reason of our use of the licensed
marks or marketing, promotion, advertisement, distribution, lease or sale of any
Sprint products and services other than losses arising solely out of our use of
the licensed marks in compliance with certain guidelines.
Sprint can terminate our trademark and service mark license agreements if
we file for bankruptcy or materially breach our agreement or if our management
agreements are terminated. We can terminate our trademark and service mark
license agreements upon Sprint's abandonment of the licensed marks or if Sprint
files for bankruptcy or our management agreements are terminated. However,
Sprint can assign its interests in the licensed marks to a third party if that
third party agrees to be bound by the terms of our trademark and service mark
license agreements.
REGULATORY ENVIRONMENT
REGULATION OF THE WIRELESS TELECOMMUNICATIONS INDUSTRY
The FCC can have a substantial impact upon entities that manage wireless
personal communications service systems and/or provide wireless personal
communications services because the FCC regulates the licensing, construction,
operation, acquisition and interconnection arrangements of wireless
telecommunications systems in the United States.
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The FCC has promulgated a series of rules, regulations and policies to,
among other things:
o grant or deny licenses for wireless personal communications service
frequencies;
o grant or deny wireless personal communications service license
renewals;
o rule on assignments and/or transfers of control of wireless personal
communications service licenses;
o govern the interconnection of wireless personal communications service
networks with other wireless and wireline service providers;
o establish access and universal service funding provisions;
o establish service requirements such as enhanced 911 service;
o impose fines and forfeitures for violations of any of the FCC's rules;
o regulate the technical standards of wireless personal communications
services networks; and
o govern certain aspects of the relationships between carriers and
customers, such as the use of personal information and number
portability.
Through rules that went into effect on January 1, 2003, the FCC has
eliminated its spectrum cap for Commercial Mobile Radio Services ("CMRS") which
include broadband wireless personal communications services, cellular and
specialized mobile radio ("SMR"). The cap previously had limited CMRS providers
to 55 MHz in any geographic area. The FCC also eliminated its rule which
prohibited a party from owning interests in both cellular networks in the same
MSAs, though it retained the cross-interest prohibition for less populous Rural
Service Areas ("RSAs"). The FCC's new rules blur the "bright line" of spectrum
caps, however, and require a case-by-case analysis to determine that any
proposed CMRS spectrum combination will not have an anticompetitive effect.
TRANSFERS AND ASSIGNMENTS OF WIRELESS PERSONAL COMMUNICATIONS SERVICES LICENSES
The FCC must give prior approval to the assignment of, or transfers
involving, substantial changes in ownership or control of a wireless personal
communications service license. This means that we and our stockholders will
receive advance notice of any and all transactions involved in transferring
control of Sprint or the assignment of some or all of the wireless personal
communications service licenses held by Sprint. The FCC proceedings afford us
and our stockholders an opportunity to evaluate proposed transactions well in
advance of closing, and to take actions necessary to protect our stockholders'
interests. Non-controlling interests in an entity that holds a wireless personal
communications service license or operates wireless personal communications
service networks generally may be bought or sold without prior FCC approval. In
addition, the FCC requires only post-consummation notification of pro forma
assignments or transfers of control of certain commercial mobile radio service
licenses.
CONDITIONS OF WIRELESS PERSONAL COMMUNICATIONS SERVICES LICENSES
All wireless personal communications service licenses are granted for
ten-year terms conditioned upon timely compliance with the FCC's build-out
requirements. Pursuant to the FCC's build-out requirements, all 30 MHz broadband
wireless personal communications service licensees must construct facilities
that offer coverage to one-third of the population in their licensed areas
within five years and to two-thirds of the population in such areas within ten
years, and all 10 MHz broadband wireless personal communications services
licensees must construct facilities that offer coverage to at least one-quarter
of the population in their licensed areas within five years or make a showing of
"substantial service" within that five-year period.
If the build-out requirements are not met, wireless personal communications
service licenses could be forfeited. The FCC also requires licensees to maintain
control over their licenses. Our affiliation agreements with Sprint PCS reflect
management agreements that the parties believe meet the FCC requirements for
licensee control of licensed spectrum.
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If the FCC were to determine that our affiliation agreements with Sprint
PCS need to be modified to increase the level of licensee control, we have
agreed with Sprint to use our best efforts to modify the agreements to the
extent necessary to cause the agreements to comply with applicable law and to
preserve to the extent possible the economic arrangements set forth in the
agreements. If the agreements cannot be so modified, the agreements may be
terminated pursuant to their terms. The FCC could also impose monetary penalties
on Sprint, and possibly revoke one or more of the Sprint licenses.
WIRELESS PERSONAL COMMUNICATIONS SERVICES LICENSE RENEWAL
Wireless personal communications service licensees can renew their licenses
for additional ten-year terms. Wireless personal communications service renewal
applications are not subject to auctions. However, under the FCC's rules, third
parties may oppose renewal applications and/or file competing applications. If
one or more competing applications are filed, a renewal application will be
subject to a comparative renewal hearing. The FCC's rules afford wireless
personal communications services renewal applicants involved in comparative
renewal hearings with a "renewal expectancy." The renewal expectancy is the most
important comparative factor in a comparative renewal hearing and is applicable
if the wireless personal communications service renewal applicant has:
o provided "substantial service" during its license term; and
o substantially complied with all applicable laws and FCC rules and
policies.
The FCC's rules define "substantial service" in this context as service
that is sound, favorable and substantially above the level of mediocre service
that might minimally warrant renewal. The FCC's renewal expectancy and
procedures make it very likely that Sprint will retain the wireless personal
communications service licenses that we manage for the foreseeable future.
INTERCONNECTION
The FCC has the authority to order interconnection between commercial
mobile radio services, commonly referred to as CMRS, providers and incumbent
local exchange carriers. The FCC has ordered local exchange carriers to provide
reciprocal compensation to commercial mobile radio service providers for the
termination of traffic. Interconnection agreements are negotiated on a
state-wide basis and are subject to state approval.
The FCC rules and rulings, as well as state proceedings, and a review by
courts of such rules and rulings directly impact the nature and cost of the
facilities necessary for interconnection of the PCS networks of Sprint with
local, national and international telecommunications networks. They also
determine the nature and amount of revenues that we and Sprint can receive for
terminating calls originating on the networks of local exchange and other
telecommunications carriers.
OTHER FCC REQUIREMENTS
CMRS providers, including Sprint, are required to permit manual roaming on
their networks. With manual roaming, any user whose mobile phone is technically
capable of connecting with a carrier's system must be able to make a call by
providing a credit card number or making some other arrangement for payment.
Since October 2000, the FCC has been considering changes in its rules that may
terminate the manual roaming requirement and may impose automatic roaming
obligations, under which users with capable equipment would be permitted to
originate or terminate calls without taking action other than turning on the
mobile phone.
FCC rules require local exchange and most CMRS providers allow customers to
change service providers without changing telephone numbers, which, for wireless
service providers, is referred to as wireless local number portability or WLNP.
FCC regulations that require most CMRS providers implement WLNP in the 100
largest metropolitan areas in the United States went into effect on November 24,
2003. FCC regulations require most CMRS providers to be able to deliver calls
from their networks to ported numbers anywhere in the country and contribute to
the Local Number Portability Fund. We may be liable to Sprint for any penalties
that Sprint may be subject to if we are unable to comply with the FCC's WLNP
regulations within a reasonable period of time. Implementation of WLNP has
required wireless personal communications service providers like us and Sprint
to purchase more expensive switches and switch upgrades. However, it has also
enabled existing cellular customers to change to wireless personal
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communications services without losing their existing wireless telephone
numbers, which has made it easier for wireless personal communications service
providers to market their services to existing cellular users. The existence of
WLNP could adversely impact our business since it makes customer defections more
likely and we may not be able to replace customers who have switched to other
carriers.
FCC rules permit broadband wireless personal communications service and
other CMRS providers to provide wireless local loop and other fixed services
that would directly compete with the wireline services of local exchange
carriers. This may create new markets and revenue opportunities for Sprint and
its PCS Affiliates and other wireless providers.
FCC rules require broadband personal communications services and other CMRS
providers to implement enhanced emergency 911 capabilities that provide the
location of wireless 911 callers to "Public Safety Answering Points." The FCC
has approved a plan proposed by Sprint under which Sprint began selling
specially equipped telephone handsets in 2001, with a rollout of such handsets
that continued until June 30, 2003, when all new handsets activated nationwide
must be specially equipped. Sprint's plan requires that by December 31, 2005,
95% of Sprint wireless subscriber handsets in service must be equipped for the
Sprint wireless enhanced 911 service. Moreover, Sprint completed its PCS network
upgrade to support enhanced 911 service by December 31, 2002 and began providing
a specified level of enhanced 911 service by June 30, 2002. As the required
equipment becomes more functional and less expensive, emergency 911 services may
afford wireless carriers substantial and attractive new service and marketing
opportunities.
FCC rules include several measures designed to remove obstacles to
competitive access to customers and facilities in commercial multiple tenant
environments, including the following:
o Telecommunications carriers in commercial settings may not enter into
exclusive contracts with building owners, including contracts that
effectively restrict premises owners or their agents from permitting
access to other telecommunications service providers; and
o Utilities, including LECs, must afford telecommunications carriers and
cable service providers reasonable and nondiscriminatory access to
poles, conduits and rights-of-way owned or controlled by the utility.
The FCC has also issued a further notice of proposed rulemaking seeking
comment on whether it should adopt additional rules in this area, including
extending certain regulations to include residential as well as commercial
buildings. The final result of this proceeding could affect the availability and
pricing of sites for our antennae and those of our competitors.
COMMUNICATIONS ASSISTANCE FOR LAW ENFORCEMENT
The Communications Assistance for Law Enforcement Act ("CALEA"), enacted in
1994, requires wireless personal communications service and other
telecommunications service providers to ensure that their facilities, equipment
and services are able to comply with authorized electronic surveillance by
federal, state and local law enforcement personnel. Wireless personal
communications service providers were generally required to comply with the
current industry CALEA capability standard, known as J-STD-025, by June 30,
2000, and with certain additional standards by September 30, 2001. Wireless
personal communications service providers who sought extensions of compliance
deadlines, including Sprint, are also required to implement a "packet-mode"
capability by January 30, 2004 unless the FCC acts on petitions seeking changes
in its rules. Providers had to meet various other capability requirements
established by the Department of Justice and Federal Bureau of Investigation as
of June 30, 2002. Most wireless personal communications service providers are
ineligible for federal reimbursement for the software and hardware upgrades
necessary to comply with the CALEA capability and capacity requirements. In
addition, the FCC is considering petitions from numerous parties to establish
and implement technical compliance standards pursuant to CALEA requirements. In
sum, CALEA capability and capacity requirements are likely to impose some
additional switching and network costs upon Sprint and its managers and PCS
Affiliates and other wireless entities.
The USA Patriot Act of 2001 included certain provisions that enable law
enforcement agencies and other branches of the government to more easily acquire
records and information regarding certain uses of communications facilities from
telecommunications carriers, including PCS carriers.
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OTHER FEDERAL REGULATIONS
Sprint and its PCS Affiliates must bear the expense of compliance with FCC
and Federal Aviation Administration regulations regarding the siting, lighting
and construction of transmitter towers and antennas. In addition, FCC
environmental regulations may cause some of the Company's base station locations
to become subject to the additional expense of regulation under the National
Environmental Policy Act. The FCC is required to implement this Act by requiring
service providers to meet land use and radio emissions standards.
REVIEW OF UNIVERSAL SERVICE REQUIREMENTS
The FCC and certain states have established "universal service" programs to
ensure that affordable, quality telecommunications services are available to all
Americans. Sprint is required to contribute to the federal universal service
program as well as existing state programs. The FCC has determined that Sprint's
"contribution" to the federal universal service program is a variable percentage
of "end-user telecommunications revenues." Although many states are likely to
adopt a similar assessment methodology, the states are free to calculate
telecommunications service provider contributions in any manner they choose as
long as the process is not inconsistent with the FCC's rules. At the present
time it is not possible to predict the extent of the Sprint total federal and
state universal service assessments or its ability to recover from the universal
service fund. However, some wireless entities are seeking state commission
designation as "eligible telecommunications carriers," enabling them to receive
federal and state universal service support, and are preparing to compete
aggressively with wireline telephone companies for universal service revenue.
Because we manage substantial rural areas for the PCS Division of Sprint, it is
possible that we will receive revenues in the future from federal and state
universal service support funds that are much greater than the reductions in our
revenues due to universal service contributions paid by Sprint.
PARTITIONING/DISAGGREGATION
FCC rules allow broadband wireless personal communications services
licensees to partition their market areas and/or to disaggregate their assigned
spectrum and to transfer partial market areas or spectrum assignments to
eligible third parties. These rules may enable us to purchase wireless personal
communications service spectrum from Sprint and other wireless personal
communications services licensees as a supplement or alternative to the existing
management arrangements.
WIRELESS FACILITIES SITING
States and localities are not permitted to regulate the placement of
wireless facilities so as to "prohibit" the provision of wireless services or to
"discriminate" among providers of those services. In addition, so long as a
wireless system complies with the FCC's rules, states and localities are
prohibited from using radio frequency health effects as a basis to regulate the
placement, construction or operation of wireless facilities. These rules are
designed to make it possible for Sprint and its managers and PCS affiliates and
other wireless entities to acquire necessary tower sites in the face of local
zoning opposition and delays.
EQUAL ACCESS
Wireless providers are not required to provide long distance carriers with
equal access to wireless customers for the provision of toll services. This
enables us and Sprint to generate additional revenues by reselling the toll
services of Sprint PCS and other interexchange carriers from whom we can obtain
favorable volume discounts. However, the FCC is authorized to require unblocked
access to toll service providers subject to certain conditions.
STATE REGULATION OF WIRELESS SERVICE
Section 332 of the Communications Act of 1934, as amended, preempts states
from regulating the rates and entry of commercial mobile radio service
providers. Section 332 does not prohibit a state from regulating the other terms
and conditions of commercial mobile services, including consumer billing
information and practices, billing disputes and other consumer protection
matters. However, states may petition the FCC to regulate those providers and
the FCC may grant that petition if the state demonstrates that:
o market conditions fail to protect subscribers from unjust and
unreasonable rates or rates that are unjustly or unreasonably
discriminatory; or
23
o such market conditions exist and commercial mobile radio service is a
replacement for a substantial portion of the landline telephone service
within the state.
To date, the FCC has granted no such petition. To the extent Sprint and its
PCS Affiliates provide fixed wireless service, we may be subject to additional
state regulation. These standards and rulings have prevented states from
delaying the entry of wireless personal communications services and other
wireless carriers into their jurisdictions via certification and similar
requirements, and from delaying or inhibiting aggressive or flexible wireless
price competition after entry.
INTERFERENCE TEMPERATURE
In November 2003, the FCC launched an inquiry aimed at establishing a new
paradigm for the determination of interference to wireless services. Currently,
interference measurements are based on transmitter operations. The proposed
"interference temperature" would take into account interactions between
transmitters and receivers, as well as all other elements of the radio frequency
environment. One goal of this proceeding is to create opportunities for other
transmitters, whether licensed or unlicensed, to operate in bands that are now
exclusively reserved for licensees, such as the personal communications service
frequencies used by Sprint. It is too early in this proceeding to determine what
effect, if any, this inquiry by the FCC will have on our business.
AVAILABLE INFORMATION
The Company's Internet address is www.alamosapcs.com. We make available
free of charge through our web site our annual report on Form 10-K, quarterly
reports on Form 10-Q, current reports on Form 8-K and all amendments to those
reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange
Act as soon as reasonably practicable after we electronically file such material
with, or furnish such material to, the SEC. Information contained on the web
site is not part of this report.
The public may read and copy any materials the Company files with the SEC
at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.
20549. The public may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an
Internet site that contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the SEC. The address
of that site is www.sec.gov.
ITEM 2. PROPERTIES.
Our headquarters are located in Lubbock, Texas and we lease space in a
number of locations, primarily for our retail stores, base stations and
switching centers. As of December 31, 2003, we leased 61 retail stores and nine
switching centers. As of December 31, 2003, we leased space on 1,506 towers and
owned 51 towers. We co-locate with other wireless service providers on
approximately 87% of our towers. We believe that our facilities are adequate for
our current operations and that additional leased space can be obtained if
needed on commercially reasonable terms.
ITEM 3. LEGAL PROCEEDINGS.
We have been named as a defendant in a number of purported securities class
actions in the United States District Court for the Southern District of New
York, arising out of our initial public offering (the "IPO"). Various
underwriters of the IPO also are named as defendants in the actions. The action
against us is one of more than 300 related class actions which have been
consolidated and are pending in the same court. The complainants seek to recover
damages and allege, among other things, that the registration statement and
prospectus filed with the SEC for purposes of the IPO were false and misleading
because they failed to disclose that the underwriters allegedly (i) solicited
and received commissions from certain investors in exchange for allocating to
them shares of common stock in connection with the IPO, and (ii) entered into
agreements with their customers to allocate such stock to those customers in
exchange for the customers agreeing to purchase additional Company shares in the
aftermarket at pre-determined prices. On February 19, 2003, the Court granted
motions by us and 115 other issuers to dismiss the claims under Rule 10b-5 of
the Exchange Act which had been asserted against them. The Court denied the
motions by us and virtually all of the other issuers to dismiss the claims
asserted against them under Section 11 of the Securities Act. We maintain
insurance coverage which may mitigate our exposure to loss in the event that
this claim is not resolved in our favor.
24
The issuers in the IPO cases, including us, have reached an agreement in
principle with the plaintiffs to settle the claims asserted by the plaintiffs
against them. Under the terms of the proposed settlement, the insurance carriers
for the issuers will pay the plaintiffs the difference between $1 billion and
all amounts which the plaintiffs recover from the underwriter defendants by way
of settlement or judgment. Accordingly, no payment on behalf of the issuers
under the proposed settlement will be made by the issuers themselves. The claims
against the issuers will be dismissed, and the issuers and their officers and
directors will receive releases from the plaintiffs. Under the terms of the
proposed settlement, the issuers will also assign to plaintiffs certain claims
which they may have against the underwriters arising out of our IPO, and the
issuers will also agree not to assert certain other claims which they may have
against the underwriters, without plaintiffs' consent. The proposed settlement
is subject to agreement among the parties on final settlement documents and the
approval of the court. Prior to the approval of the court, certain parties have
the right to object to the terms of the settlement.
On January 23, 2001, our board of directors, in a unanimous decision,
terminated the employment of Jerry Brantley, then President and Chief Operating
Officer of the Company. On April 29, 2002, Mr. Brantley initiated litigation
against us and our Chairman, David E. Sharbutt in the District Court of Lubbock
County, Texas, 22nd Judicial District, alleging wrongful termination. In the
litigation, Mr. Brantley claims, among other things, that our termination of his
employment was without cause under his employment agreement rather than a
termination for non-performance. As such, Mr. Brantley's claim seeks money
damages for (i) severance pay equal to one year's salary at the time of his
termination, (ii) the value of certain unexercised stock options he owned at the
time of his termination, (iii) an allegedly unpaid bonus and (iv) exemplary
damages, as well as recovery of attorney's fees and costs. On September 27,
2002, the Court entered an Agreed Order Compelling Arbitration. A panel of three
arbitrators was selected. Mr. Brantley's claims against us and David Sharbutt,
including claims asserted in the Lubbock County lawsuit and in the arbitration,
were resolved pursuant to a settlement agreement dated February 6, 2004. The
settlement does not materially impact our consolidated financial statements or
our operations.
On January 8, 2003, a claim was made against us by Southwest Antenna and
Tower, Inc. ("SWAT") in the Second Judicial District Court, County of
Bernalillo, State of New Mexico, for monies due on an open account. SWAT sought
to recover approximately $2.0 million from us relating to work performed by SWAT
during 2000 for Roberts Wireless Communications, L.L.C., which was acquired by
us in the first quarter of 2001. This claim was settled for $875,000 during the
second quarter of 2003.
In November and December 2003 and January 2004, multiple lawsuits were
filed against Alamosa Holdings and David E. Sharbutt, our Chairman and Chief
Executive Officer and Kendall W. Cowan, our Chief Financial Officer. Steven
Richardson, our Chief Operating Officer, is also a named defendant in one of the
lawsuits. Each claim is a purported class action filed on behalf of a putative
class of persons who and/or entities that purchased Alamosa Holdings' securities
between January 9, 2001 and June 13, 2002, inclusive, and seeks recovery of
compensatory damages, fees and costs. The cases allege violations of Sections
10(b) and 20(a) of the Exchange Act, and Rule 10b-5 promulgated thereunder.
Additionally, certain of the suits allege violations of Sections 11, 12(a) and
15 of the Securities Act and seek recission or rescissory damages in connection
with Alamosa Holdings' November 2001 common stock offering. The suits allege,
among other things, that Alamosa Holdings' filings with the SEC and press
releases issued during the relevant period were false and misleading because
they failed to disclose and/or misrepresented that Alamosa Holdings allegedly
(i) was increasing its subscriber base by relaxing credit standards for new
customers, (ii) had been experiencing high involuntary disconnections from high
credit risk customers that allegedly produced tens of millions of dollars of
impaired receivables on its financial statements, and (iii) had experienced
lower subscription growth due to tightened credit standards that required
credit-challenged customers to pay deposits upon the initiation of services.
Each lawsuit was filed in the United Stated District Court for the Northern
District of Texas, in either the Lubbock Division or the Dallas Division. On
February 27, 2004, the lawsuits were consolidated into one action pending in the
United States District Court for the Northern District of Texas, Lubbock
Division. We believe that the defendants have meritorious defenses to these
claims and intend to vigorously defend these actions. No discovery has been
taken at this time, and the ultimate outcome is not currently predictable. There
can be no assurance that the litigation will be resolved in the defendants'
favor and an adverse resolution could adversely affect our financial condition.
On November 26, 2003, Core Group PC filed a claim against Alamosa PCS and
four other PCS Affiliates of Sprint in the United States District Court for the
District of Kansas alleging copyright infringement related to the designs used
in Sprint retail stores. The complainant seeks money damages and an injunction
against Alamosa PCS' continued use of the alleged copyrighted designs. We are in
the process of evaluating this claim.
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of security holders during the fourth
quarter of 2003.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
Beginning February 3, 2000 through December 5, 2001, our common stock was
traded on The Nasdaq National Market under the symbol "APCS." From December 6,
2001 through April 16, 2003, our common stock was traded on The New York Stock
Exchange ("NYSE") under the symbol "APS." Since April 16, 2003, our common stock
has traded on the Over-the-Counter Bulletin Board under the symbol "ALMO." The
following table sets forth, for the periods indicated, the range of high and low
sales prices for our common stock as reported on The New York Stock Exchange and
the Over-the-Counter Bulletin Board, as applicable.
PRICE RANGE OF COMMON STOCK
---------------------------
HIGH LOW
--------- ---------
Fiscal year ended December 31, 2003:
Fourth quarter $ 4.30 $ 3.09
Third quarter $ 4.76 $ 1.52
Second quarter $ 1.95 $ 0.25
First quarter $ 0.85 $ 0.30
Fiscal year ended December 31, 2002:
Fourth quarter $ 1.11 $ 0.27
Third quarter $ 1.36 $ 0.23
Second quarter $ 6.20 $ 0.75
First quarter $ 11.95 $ 3.00
On March 9, 2004, the last reported sales price of our common stock as
reported on the Over-the-Counter Bulletin Board was $5.62 per share. On March 9,
2004, there were 367 holders of record of our common stock.
In connection with the completion of a debt exchange in reliance on Section
3(a)(9) of the Securities Act, we issued 679,495 shares of Series B Convertible
Preferred Stock, with a liquidation preference of $250 per share, on November
10, 2003. These shares have not been registered with the SEC. In the debt
exchange, we exchanged approximately $343.6 million principal amount at maturity
of 12 7/8% Senior Discount Notes due 2010, approximately $238.4 million
principal amount of 12 1/2% Senior Notes due 2011 and approximately $147.5
million principal amount of 13 5/8% Senior Notes due 2011, in each case, of
Alamosa Delaware outstanding for approximately $250.8 million principal amount
of 11% Senior Notes due 2010 and $233.3 million principal amount at maturity of
12% Senior Discount Notes due 2009, in each case, of Alamosa Delaware, and the
Series B Convertible Preferred Stock.
The Series B Convertible Preferred Stock pays cumulative dividends of 7.5%
of the $250 per share liquidation preference. The Series B Convertible Preferred
Stock is convertible into our common stock at the option of the holder at a rate
of $3.40 per share based on the liquidation preference of the preferred stock.
Additionally, holders of the Series B Convertible Preferred Stock are entitled
to participate in any dividends declared on our common stock based on the number
of shares of common stock the preferred shares could be converted into
immediately prior to the declaration of a common stock dividend.
We have never declared or paid any cash dividends on our common stock. We
do not expect to pay cash dividends on our common stock in the foreseeable
future. We currently intend to retain our future earnings, if any, to fund the
development and growth of our business. Future dividends, if any, will be
determined by our Board of Directors and will depend upon our results of
operations, financial condition and capital expenditure plans, as well as other
factors that our board of directors considers relevant. In addition, the terms
of the indentures governing our senior notes may limit our ability to pay
dividends in the future.
26
ITEM 6. SELECTED FINANCIAL DATA.
The selected financial data presented below under the headings "Statement
of Operations Data," "Per Share Data," and "Balance Sheet Data" have been
derived from the consolidated balance sheets at December 31, 2003, 2002, 2001,
2000 and 1999, and the related statements of operations for the years ended
December 31, 2003, 2002, 2001, 2000 and 1999, and the notes thereto appearing
elsewhere herein, as applicable. All dollar amounts are in thousands with the
exception of per share amounts.
The acquisitions of Roberts, WOW and Southwest PCS took place on February
14, February 14 and March 30, 2001, respectively. These acquisitions were
accounted for under the purchase method of accounting such that the results of
operations for the acquired entities are included in our consolidated operating
results from the respective date of acquisition.
It is important that you also read "Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operation" and the financial
statements for the periods ended December 31, 2003, 2002, 2001, 2000 and 1999,
and the related notes.
FOR THE YEAR ENDED
----------------------------------------------------------------------------
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
2003 2002 2001 2000 1999
------------ ------------ ------------ ------------ ------------
STATEMENT OF OPERATIONS DATA:
Revenues:
Subscriber revenues $ 452,396 $ 391,927 $ 231,145 $ 56,154 $ 4,399
Roaming revenues 150,772 139,843 99,213 17,346 2,135
------------ ------------ ------------ ------------ ------------
Service revenues 603,168 531,770 330,358 73,500 6,534
Product sales 27,882 23,922 26,781 9,201 2,450
------------ ------------ ------------ ------------ ------------
Total revenues: 631,050 555,692 357,139 82,701 8,984
------------ ------------ ------------ ------------ ------------
Cost and expenses:
Cost of service and operations 317,215 343,468 237,843 55,701 7,601
Cost of products sold 59,651 50,974 53,911 20,524 5,939
Selling and marketing expense 112,626 119,059 110,052 45,407 10,650
General and administrative expense 16,257 15,243 13,853 9,538 4,209
Depreciation and amortization 110,495 105,121 94,722 12,530 3,057
Impairment of goodwill (3) -- 291,635 -- -- --
Impairment of property and equipment (4) 2,243 1,194 -- -- --
Terminated merger and acquisition costs -- -- -- 2,247 --
Non-cash compensation 536 29 (916) 5,651 8,200
------------ ------------ ------------ ------------ ------------
Total costs and expenses 619,023 926,723 509,465 151,598 39,656
------------ ------------ ------------ ------------ ------------
Operating income (loss) 12,027 (371,031) (152,326) (68,897) (30,672)
Gain on derivative instrument 2,858 -- -- -- --
Loss on debt extinguishment -- -- (5,472) -- --
Debt exchange expenses (8,694) -- -- -- --
Interest and other income 948 3,459 11,664 14,483 477
Interest expense (99,914) (102,863) (81,730) (25,775) (2,641)
------------ ------------ ------------ ------------ ------------
Loss before income tax benefit (92,775) (470,435) (227,864) (80,189) (32,836)
Income tax benefit 17,929 67,086 80,441 -- --
------------ ------------ ------------ ------------ ------------
Net loss (74,846) (403,349) (147,423) (80,189) (32,836)
Preferred stock dividend (1,770) -- -- -- --
------------ ------------ ------------ ------------ ------------
Net loss attributable to common
stockholders $ (76,616) $ (403,349) $ (147,423) $ (80,189) $ (32,836)
============ ============ ============ ============ ============
PER SHARE DATA:
Net loss per common share, basic and
diluted (1) $ (0.81) $ (4.33) $ (1.69) $ (1.33) N/A
Weighted average common shares
outstanding, basic and diluted 94,088,853 93,048,883 87,077,350 60,198,390 N/A
Pro forma net loss per common share, basic
and diluted (2) N/A N/A N/A N/A $ (.68)(2)
Pro forma weighted average common shares
outstanding, basic and diluted N/A N/A N/A N/A 48,500,008
Dividends per share of common stock -- -- -- -- --
OTHER DATA:
Number of subscribers at end of period 727,000 622,000 503,000 133,000 32,000
27
AS OF DECEMBER 31,
--------------------------------------------------------------
2003 2002 2001 2000 1999
---------- ---------- ---------- ---------- ----------
BALANCE SHEET DATA
Cash and cash equivalents $ 99,644 $ 61,737 $ 104,672 $ 141,768 $ 5,656
Property and equipment, net 434,840 458,946 455,695 228,983 84,714
Total assets 1,101,488 1,174,406 1,598,408 458,650 104,492
Short-term debt 481 1,064 596 36 385
Long-term debt 665,236 870,217 826,352 264,843 72,703
Total liabilities 811,177 1,039,768 1,060,422 327,252 93,052
Mandatorily redeemable convertible
preferred stock (5) 228,606 -- -- -- --
Equity 61,705 134,638 537,986 131,398 11,440
(1) Diluted weighted average shares outstanding exclude the common shares
issuable on the exercise of stock options as well as common shares issuable
upon the conversion of mandatorily redeemable convertible preferred stock
because inclusion of such would have been antidilutive. Basic and diluted
weighted average shares outstanding for the year ended December 31, 2003
and 2002 exclude 400,000 and 800,000 shares, respectively, of restricted
stock awarded to officers during the year that were not vested as of the
end of each respective year.
(2) The presentation of the pro forma net loss per share of common stock gives
effect to adjustments for federal and state income taxes as if Alamosa had
been taxed as a C Corporation for the year ended December 31, 1999. The
presentation of pro forma net loss per share of common stock also reflects
the February 2000 reorganization of Alamosa PCS, LLC from a limited
liability company to a corporation as if it had occurred upon inception.
(3) In the third quarter of 2002 we recorded an impairment charge of $291,635
as a result of our first annual impairment testing of goodwill as required
by Statement of Financial Accounting Standards No. 142. As of December 31,
2003 the carrying value of goodwill had been reduced to zero.
(4) Impairment of property and equipment in 2003 relates to the abandonment of
certain network equipment that had become technologically obsolete.
Impairment of property and equipment in 2002 relates to our decision to
close a switching center and abandon the site. The net carrying value of
leasehold improvements related to the abandoned site was charged as an
impairment loss.
(5) 679,495 shares of Series B Convertible Preferred Stock with a liquidation
preference of $250 per share were issued in connection with a debt exchange
completed in November 2003. This preferred stock is convertible at the
option of the holder into shares of common stock and is mandatorily
redeemable in July 2013. As of December 31, 2003, 679,495 shares were
outstanding.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION.
FORWARD LOOKING INFORMATION
You should read the following discussion and analysis when you read the
consolidated financial statements and the related notes included in this annual
report on Form 10-K beginning on page F-1. This discussion contains
forward-looking statements that involve risks and uncertainties. Our actual
results could differ materially from the results anticipated in these
forward-looking statements as a result of factors including, but not limited to,
those under "Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operation - Risk Factors" and "This Annual Report Contains
Forward-Looking Statements."
28
DEFINITIONS OF OPERATING METRICS
We discuss the following operating metrics relating to our business in this
"Management's Discussion and Analysis of Financial Condition and Results of
Operation" section:
o ARPU, or average monthly revenue per user, is a measure used to
determine the average monthly subscriber revenue earned for subscribers
based in our territory. This measure is calculated by dividing
subscriber revenues in our consolidated statement of operations by our
average daily subscribers during the period divided by the number of
months in the period.
o Average monthly churn is used to measure the rate at which subscribers
based in our territory deactivate service on a voluntary or involuntary
basis. We calculate average monthly churn based on the number of
subscribers deactivated during the period (net of transfers out of our
service area and those who deactivated within 30 days of activation) as
a percentage of our average daily subscriber base during the period
divided by the number of months during the period.
o CPGA, or cost per gross addition, is used to measure the average cost
incurred to add a new subscriber in our territory. Costs we incur in
calculating this measure include handset subsidies on new subscriber
activations, commissions, rebates and other selling and marketing
costs. We calculate CPGA by dividing (a) the sum of cost of products
sold and selling and marketing expenses associated with transactions
with new subscribers during the measurement period, less product sales
revenues associated with transactions with new subscribers during the
measurement period, by (b) the total number of subscribers activated in
our territory during the period (net of activations deactivated within
30 days and activations due to transfers from Sprint PCS and other PCS
Affiliates of Sprint into our territory.)
o Licensed POPs represent the number of residents (usually expressed in
millions) in our territory in which we have an exclusive right to
provide wireless mobility communications services under the Sprint
brand name. The number of residents located in our territory does not
represent the number of wireless subscribers that we serve or expect to
serve in our territory.
o Covered POPs represent the number of residents (usually expressed in
millions) covered by our portion of the PCS network of Sprint in our
territory. The number of residents covered by our network does not
represent the number of wireless subscribers that we serve or expect to
serve in our territory.
GENERAL
As a PCS Affiliate of Sprint, we have the exclusive right to provide
wireless mobility communications services under the Sprint brand name in our
licensed territory. We own and are responsible for building, operating and
managing the portion of the PCS network of Sprint located in our territory. We
offer national plans designed by Sprint as well as local plans tailored to our
market demographics. Our portion of the PCS network of Sprint is designed to
offer a seamless connection with the 100% digital PCS nationwide wireless
network of Sprint. We market Sprint PCS products and services through a number
of distribution outlets located in our territory, including our own retail
stores, major national distributors and local third party distributors. At
December 31, 2003, we had total licensed POPs of over 15.8 million, covered POPs
of approximately 12.0 million and total subscribers of approximately 727,000.
We recognize revenues from our subscribers for the provision of wireless
telecommunications services, proceeds from the sales of handsets and accessories
through channels controlled by us and fees from Sprint and other wireless
service providers and resellers when their customers roam onto our portion of
the PCS network of Sprint. Sprint retains 8% of all service revenue collected
from our subscribers (not including products sales and roaming charges billed to
our subscribers) and all fees collected from other wireless service providers
and resellers when their customers use our portion of the PCS network of Sprint.
We report the amount retained by Sprint as an operating expense. In addition,
Sprint bills our subscribers for taxes, handset insurance, equipment and
Universal Service Fund charges and other surcharges which we do not record.
Sprint collects these amounts from the subscribers and remits them to the
appropriate entity.
As part of our affiliation agreements with Sprint PCS, we have contracted
with Sprint PCS to receive back office services such as customer activation,
handset logistics, billing, customer care and network monitoring services. We
initially elected to delegate the performance of these services to Sprint PCS to
take advantage of their economies of
29
scale, to accelerate our build-out and market launches and to lower our initial
capital requirements. We continue to contract with Sprint PCS for these services
today and are obligated to continue using Sprint PCS to provide these services
through December 31, 2006. The cost for these services is primarily on a per
subscriber or per transaction basis and is recorded as an operating expense.
CRITICAL ACCOUNTING POLICIES
The fundamental objective of financial reporting is to provide useful
information that allows a reader to comprehend the business activities of an
entity. To aid in that understanding, we have identified our "critical
accounting policies." These policies have the potential to have a more
significant impact on our consolidated financial statements, either because of
the significance of the financial statement item to which they relate or because
they require judgment and estimation due to the uncertainty involved in
measuring, at a specific point in time, events which are continuous in nature.
ALLOWANCE FOR DOUBTFUL ACCOUNTS - Estimates are used in determining our
allowance for doubtful accounts and are based on our historical collection
experience, current trends, credit policy, a percentage of our accounts
receivable by aging category and expectations of future bad debts based on
current collection activities. In determining the allowance, we consider
historical write-offs of our receivables and our history is somewhat limited due
to the number of changes that have historically been made to credit policies. We
also look at current trends in the credit quality of our customer base as well
as changes in the credit policies.
Under PCS service plans offered by Sprint, customers who do not meet
certain credit criteria can nevertheless select any plan offered, subject to an
account spending limit, or ASL, which serves to control our credit exposure.
ASLs range from $125 to $200 per customer and generally require deposits in the
amount of the limit that could be credited against future billings. In May 2001,
the deposit requirement was eliminated on certain, but not all, credit classes.
As a result, a significant amount of our customer additions during 2001 were
under the NDASL program. The NDASL program was replaced by the "Clear Pay"
program in November 2001, which reinstated the deposit requirement for certain
of the lowest credit class customers and featured increased back office controls
with respect to collection efforts. We reinstated the deposit for customers in
certain credit classes on the Clear Pay program as of February 24, 2002, and we
believe that this program, referred to as Clear Pay II, has reduced our future
bad debt exposure.
REVENUE RECOGNITION - We record equipment revenue for the sale of handsets
and accessories to customers in our retail stores and to local resellers in our
territories. We do not record equipment revenue on handsets and accessories
purchased by our customers from national resellers or directly from Sprint. Our
customers pay an activation fee when they initiate service. In the past, we
deferred this activation fee in all cases and recorded the activation fee
revenue over the estimated average life of our customers which ranges from 12 to
36 months depending on credit class and based on our past experience. We
recognize revenue from our customers as they use the service. Additionally, we
provide a reduction of recorded revenue for billing adjustments and billing
corrections.
The cost of handsets sold generally exceeds the retail sales price, as it
is common in our industry to subsidize the price of handsets for competitive
reasons. For handsets sold through channels controlled by Sprint that are
activated by a subscriber in our territory, we reimburse Sprint for the amount
of subsidy incurred by them in connection with the sale of these handsets. This
reimbursement paid to Sprint is reflected in our selling and marketing expenses
in the consolidated statements of operations.
Effective July 1, 2003, we adopted the accounting provisions of Emerging
Issues Task Force ("EITF") Abstract No. 00-21, "Accounting for Revenue
Arrangements with Multiple Deliverables." Accordingly, beginning July 1, 2003,
we allocate amounts charged to customers at the point of sale between the sale
of handsets and other equipment and the sale of wireless telecommunication
services in those transactions taking place in distribution channels that we
directly control. Activation fees charged in transactions outside of our
directly controlled distribution channels continue to be deferred and amortized
over the average life of the subscriber base.
ACCOUNTING FOR GOODWILL AND INTANGIBLE ASSETS - In connection with our
acquisitions of Roberts, WOW and Southwest PCS in the first quarter of 2001, we
recorded certain intangible assets including both identifiable intangibles and
goodwill. Identifiable intangibles consisted of the Sprint agreements and the
respective subscriber bases in place at the time of acquisition. The intangible
assets related to the Sprint agreements are being amortized on a straight line
basis over the remaining original term of the underlying Sprint agreements or
approximately 17.6 years. The subscriber base
30
intangible asset is being amortized on a straight line basis over the estimated
life of the acquired subscribers or approximately 3 years.
We adopted the provisions of Statement of Financial Accounting Standards
("SFAS") No. 142, "Goodwill and Other Intangible Assets," on January 1, 2002.
SFAS No. 142 primarily addresses the accounting for goodwill and intangible
assets subsequent to their initial recognition. The provisions of SFAS No. 142
(i) prohibit the amortization of goodwill and indefinite-lived intangible
assets, (ii) require that goodwill and indefinite-lived intangible assets be
tested annually for impairment (and in interim periods if certain events occur
indicating that the carrying value of goodwill and indefinite-lived intangible
assets may be impaired), (iii) require that reporting units be identified for
the purpose of assessing potential future impairments of goodwill and (iv)
remove the forty-year limitation on the amortization period of intangible assets
that have finite lives. As of December 31, 2001, we had recorded $15.9 million
in accumulated amortization of goodwill. Upon the adoption of SFAS No. 142, the
amortization of goodwill was discontinued.
SFAS No. 142 requires that goodwill and indefinite-lived intangible assets
be tested annually for impairment using a two-step process. The first step is to
identify a potential impairment by comparing the fair value of reporting units
to their carrying value and, upon adoption, must be measured as of the beginning
of the fiscal year. As of January 1, 2002, the results of the first step
indicated no potential impairment of our goodwill.
The annual assessment as of July 31, 2002 was performed with the assistance
of a nationally recognized appraisal firm. In performing the evaluation, the
appraisal firm used information from various sources including, but not limited
to, current stock price, transactions involving similar companies, the business
plan prepared by management and our then current and past operating results. The
appraisal firm used a combination of the guideline transaction approach, the
discounted cash flow approach and the public price approach to determine the
fair value of the Company which had been determined to be the single reporting
unit. The guideline transaction approach used a sample of recent wireless
service provider transactions to determine an average price per POP and price
per customer. The discounted cash flow approach used the projected discounted
future cash flows and residual values of the Company to determine the indicated
value of invested capital. The public price approach was based on the market
price for our publicly traded equity securities along with an estimated premium
for control. This was combined with the carrying value of our debt securities to
arrive at the indicated value of invested capital. The results of this valuation
indicated that the fair value of the reporting unit was less than the carrying
amount.
Based on the indicated impairment resulting from this valuation, we
proceeded to the second step of the annual impairment testing which involved
allocating the fair value of the reporting unit to its identifiable assets and
liabilities as if the reporting unit had been acquired in a business combination
where the purchase price is considered to be the fair value of the reporting
unit. Any unallocated purchase price is considered to be the fair value of
goodwill. The second step of this impairment test indicated that goodwill had no
value and an impairment charge of $291,635 was recorded in the third quarter of
2002. This impairment charge is included as a separate line item in the
consolidated statement of operations for the year ended December 31, 2002.
LONG-LIVED ASSET RECOVERY - Long-lived assets, consisting primarily of
property, equipment and finite-lived intangibles, comprised approximately 80
percent of our total assets at December 31, 2003. Changes in technology or in
our intended use of these assets may cause the estimated period of use or the
value of these assets to change. In addition, changes in general industry
conditions could cause the value of certain of these assets to change. We
monitor the appropriateness of the estimated useful lives of these assets.
Whenever events or changes in circumstances indicate that the carrying amounts
of these assets may not be recoverable, we review the respective assets for
impairment. The impairment of goodwill recorded in 2002 and the current trends
in the wireless telecommunications industry that drove our decision to launch a
debt exchange offer in September 2003 were deemed to be "triggering events"
requiring impairment testing of our other long-lived assets under SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets." In performing
this test, assets are grouped according to identifiable cash flow streams and
the undiscounted cash flow over the life of the asset group is compared to the
carrying value of the asset group. We have determined that we have one asset
grouping related to cash flows generated by our subscriber base, which includes
all of our assets. The life of this asset group for purposes of these impairment
tests was assumed to be ten years. No impairment was indicated as a result of
these tests. Estimates and assumptions used in both estimating the useful life
and evaluating potential impairment issues require a significant amount of
judgment.
INCOME TAXES - We utilize an asset and liability approach to accounting for
income taxes, wherein deferred taxes are provided for book and tax basis
differences for assets and liabilities. In the event differences exist between
the book
31
and tax basis of our assets and liabilities that result in deferred assets, an
evaluation of the probability of being able to realize the future benefits
indicated by such assets is made. A valuation allowance is provided for the
portion of deferred tax assets for which there is sufficient uncertainty
regarding our ability to recognize the benefits of those assets in future years.
The net deferred tax asset was fully reserved through December 31, 2000
because of uncertainty regarding our ability to recognize the benefit of the
asset in future years. In connection with the acquisitions in 2001, a
significant deferred tax liability was recorded related to intangibles. The
reversal of the timing differences which gave rise to the deferred tax liability
will allow us to benefit from the deferred tax asset. As such, the valuation
allowance against the deferred tax asset was reduced in 2001 to account for the
expected benefit to be realized. Prior to February 1, 2000, our 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, we became a C-corp for federal income tax
purposes and therefore subsequent losses became net operating loss carryforwards
to us. We continue to evaluate the likelihood of realizing the benefits of
deferred tax items. During 2003, we reinstated a valuation allowance to reflect
the deferrred tax assets at the amounts expected to be realized.
RELIANCE ON THE TIMELINESS AND ACCURACY OF DATA RECEIVED FROM SPRINT - We
place significant reliance on Sprint as a service provider in terms of the
timeliness and accuracy of financial and statistical data related to customers
based in our service territory that we receive on a periodic basis from Sprint.
We make significant estimates in terms of cash flows, revenue, cost of service,
selling and marketing costs and the adequacy of our allowance for uncollectible
accounts based on this data we receive from Sprint. We obtain assurance as to
the accuracy of this data through analytic review and reliance on the service
auditor report on Sprint's internal control processes prepared by Sprint's
external service auditor. Inaccurate or incomplete data from Sprint could have a
material adverse effect on our results of operations and cash flow.
CONSOLIDATED RESULTS OF OPERATIONS
Unless otherwise indicated, amounts stated in dollars in this description
are in thousands.
In the first quarter of 2001, we completed the acquisition of three PCS
Affiliates of Sprint: Roberts Wireless Communications, L.L.C., or Roberts;
Washington Oregon Wireless, LLC, or WOW; and Southwest PCS Holdings, Inc., or
Southwest PCS. These acquisitions added a total of approximately 90,000
subscribers at the time of acquisition. The acquisitions were accounted for
under the purchase method of accounting such that the results of operations for
the acquired entities are included in our consolidated operating results only
from the date of acquisition. Accordingly, this impacts the comparison of our
results of operations for the year ended December 31, 2001.
FOR THE YEAR ENDED DECEMBER 31, 2003 COMPARED TO THE YEAR ENDED DECEMBER 31,
2002
SUBSCRIBER GROWTH AND KEY PERFORMANCE INDICATORS - We had total subscribers
of approximately 727,000 at December 31, 2003 compared to approximately 622,000
at December 31, 2002. This growth of approximately 105,000 subscribers or 17
percent compares to 24 percent growth in 2002. The decline in the rate of growth
from 2002 to 2003 is due to a larger subscriber base and the fact that overall
growth in the wireless telecommunications industry declined in 2003 as compared
to 2002.
Average monthly churn for 2003 was approximately 2.7 percent compared to
approximately 3.4 percent for 2002. Increases in churn negatively impact our
operations as we incur significant up front costs in acquiring customers.
Average monthly churn in 2002 was the highest we have experienced since
inception due to a significant number of involuntary deactivations of
subscribers for non-payment resulting from the significant number of sub-prime
credit quality customers we and Sprint had taken on during 2001 in connection
with the Clear Pay program. We and certain other PCS Affiliates of Sprint
modified the Clear Pay program in February 2002 and began to see the benefits of
decreased involuntary deactivations in the fourth quarter of 2002 that continued
into 2003.
Our CPGA includes handset subsidies on new subscriber activations and
selling and marketing costs and was approximately $376 in 2003, which was
approximately 2 percent higher than the $369 incurred in 2002. As overall
subscriber growth on a national basis declined in 2002, competition among the
wireless communications providers became more intense. As a result of this
competition for both new subscribers and existing subscribers from other
32
carriers, promotional efforts increased during 2002 in terms of handset rebates
and other promotional activities which increases the up front costs in acquiring
customers. Competition among the carriers continued to be strong during 2003
such that the cost of acquiring new subscribers did not see a reduction during
2003.
SERVICE REVENUES - Service revenues consist of revenues from our
subscribers and roaming revenue earned when subscribers from other carriers roam
onto our portion of the PCS network of Sprint. Subscriber revenue consists of
payments received from our subscribers for monthly service under their service
plans. Subscriber revenue also includes activation fees and charges for the use
of various features, including PCS Vision, the wireless web and voice activated
dialing.
Subscriber revenues were $452,396 for the year ended December 31, 2003
compared to $391,927 for the year ended December 31, 2002. This increase of 15
percent was primarily due to the 17 percent increase in our subscriber base
discussed above. Base ARPU (without roaming) decreased in 2003 to $56 compared
to $58 in 2002. This decrease is attributable to plans with larger buckets of
minutes being offered in 2003 compared to 2002 as a result of the increased
level of competition in the marketplace resulting in lower overage revenue from
customers exceeding their plan minutes.
Roaming revenue is comprised of revenue from Sprint and other PCS
subscribers based outside of our territory that roam onto our portion of the PCS
network of Sprint. We have a reciprocal roaming rate arrangement with Sprint
where per minute charges for inbound and outbound roaming relative to Sprint
subscribers are identical. This roaming rate was 10 cents per minute on January
1, 2002, and declined to 5.8 cents per minute on January 1, 2003. The decline in
rates was offset by an increase in roaming minutes as well as the growth in the
customer bases of Sprint and other PCS providers. The modifications to our
affiliation agreements with Sprint PCS that became effective on December 1, 2003
after the completion of our debt exchange fixes our reciprocal roaming rate with
Sprint PCS at 5.8 cents per minute until December 31, 2005. We are currently a
net receiver of roaming with Sprint, meaning that other Sprint customers roam
onto our network at a higher rate than our customers roam onto other portions of
the PCS network of Sprint. The ratio of inbound to outbound Sprint PCS roaming
minutes was 1.14 to 1 for the year ended December 31, 2003, and we expect this
margin to trend close to 1 to 1 over time. The toll rate for long distance
charges associated with Sprint roaming is expected to decline gradually from its
current rate of approximately 2 cents per minute. We have also experienced a
significant increase in the volume of inbound roaming traffic from PCS providers
other than Sprint, which traffic is settled at rates separately negotiated by
Sprint on our behalf with the other PCS providers.
We had approximately 1.7 billion minutes of inbound roaming traffic in 2003
compared to approximately 1.1 billion minutes of inbound roaming traffic in
2002. The increase in total minutes offset by the decrease in rates for Sprint
PCS roaming accounted for the 8 percent overall increase in roaming revenue to
$150,772 in 2003 from $139,843 in 2002.
PRODUCT SALES AND COST OF PRODUCTS SOLD- We record revenue from the sale of
handsets and accessories, net of an allowance for returns, as product sales.
Product sales revenue and costs of products sold are recorded for all products
that are sold through our retail stores as well as those sold to our local
indirect agents. The cost of handsets sold generally exceeds the retail sales
price as we subsidize the price of handsets for competitive reasons. Sprint'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 for refurbishing, we receive a
credit from Sprint, which is less than the amount we originally paid for the
handset.
Product sales revenue for 2003 was $27,882 compared to $23,922 for 2002.
Cost of products sold for 2003 was $59,651 compared to $50,974 for 2002. As such
the subsidy on handsets sold through our retail and local indirect channels was
$31,769 in 2003 and $27,052 in 2002. On a per new subscriber activation basis,
the subsidy was approximately $122 per activation in 2003 and approximately $113
per activation in 2002. The increase in subsidy per activation of $9 per
activation in 2003 was due to increased promotional efforts in terms of rebates
on handsets and equipment offered in response to increased competition in the
marketplace.
COST OF SERVICE AND OPERATIONS (EXCLUDING NON-CASH COMPENSATION) - Cost of
service and operations includes the costs of operating our portion of the PCS
network of Sprint. These costs include items such as tower leases and
maintenance as well as backhaul costs, which are costs associated with
transporting wireless calls across our portion of the PCS network of Sprint to
another carrier's network. In addition, cost of service and operations includes
outbound roaming costs, long distance, the fees we pay to Sprint for our 8
percent affiliation fee, back office services such as billing and customer care
as well as our provision for estimated uncollectible accounts. Expenses of
$317,215 in 2003
33
were 8 percent lower than the $343,468 incurred in 2002. This decrease in cost
is primarily attributable to a reduction in bad debt expense in 2003 to $13,451
compared to $40,285 in 2002 as we have begun to see the benefit of reinstating
deposit requirements on subscribers in certain credit categories in the form of
reduced involuntary deactivations of subscribers for non-payment and resulting
decreases in writeoffs.
SELLING AND MARKETING EXPENSES (EXCLUDING NON-CASH COMPENSATION) - Selling
and marketing expenses include advertising, promotion, sales commissions and
expenses related to our distribution channels including our retail store
expenses. In addition, we reimburse Sprint for the subsidy on handsets sold
through national retail stores due to the fact that these retailers purchase
their handsets from Sprint. This subsidy is recorded as a selling and marketing
expense. The amount of handset subsidy included in selling and marketing was
$16,271 and $18,323 in 2003 and 2002, respectively. Total selling and marketing
expenses of $112,626 in 2003 were 5 percent lower than the $119,059 incurred in
2002 due to a decrease in total subscriber activations during 2003 as compared
to 2002 of approximately 25,000 activations.
GENERAL AND ADMINISTRATIVE EXPENSES (EXCLUDING NON-CASH COMPENSATION) -
General and administrative expenses include corporate costs and expenses such as
administration and finance. General and administrative expenses of $16,257 in
2003 were 7 percent higher than the $15,243 incurred in 2002. The primary causes
for this increase were increased professional fees being driven by various
efforts undertaken in 2003 in preparing for the reporting requirements under the
Sarbanes-Oxley Act of 2002.
DEPRECIATION AND AMORTIZATION - Depreciation and amortization includes
depreciation of our property and equipment as well as amortization of
intangibles. Depreciation is calculated on the straight line method over the
estimated useful lives of the underlying assets and totaled $70,428 in 2003 as
compared to $64,702 in 2002. This increase of 9 percent is due to the increase
in depreciable costs as a result of our capital expenditures in 2003.
Amortization expense relates to intangible assets recorded in connection
with the acquisitions closed in the first quarter of 2001. We recorded two
identifiable intangibles in connection with each of the acquisitions consisting
of values assigned to our affiliation agreements with Sprint PCS and the
customer base acquired. Amortization expense of $40,067 in 2003 was consistent
with the $40,419 in 2002.
IMPAIRMENT OF PROPERTY AND EQUIPMENT - In 2003 we recorded impairments of
property and equipment totaling $2,243 primarily related to the abandonment of
certain network equipment that had become technologically obsolete. In 2002 we
recorded impairments of property and equipment totaling $1,194 primarily related
to a switching facility that was closed and abandoned.
NON-CASH COMPENSATION - Non-cash compensation expense of $149 and $29 in
2003 and 2002, respectively relates to shares of restricted stock that were
awarded to our officers in 2002. Certain of our officers received a total of
800,000 shares of restricted stock in 2002 at a discount to market price that
will vest over a three-year period. Compensation expense related to the
difference between the market price of the stock and the price the officers paid
for the stock will be recognized over the vesting period during which the
restrictions lapse. Additionally, in 2003 we recorded non-cash compensation of
$387 related to 202,554 shares of common stock granted to directors as
compensation for their directorship. The compensation expense recorded related
to these shares was based on the fair market value of common stock on the date
of each grant.
OPERATING INCOME (LOSS) - Our operating income for 2003 was $12,027
compared to a loss of $(371,031) for 2002. This increase in income is primarily
attributable to the fact that we recognized a $291,635 impairment of goodwill in
2002. The remaining improvement is primarily attributable to the leverage we are
beginning to experience in spreading our fixed costs over a larger base of
subscribers and growth in inbound roaming revenue from other PCS carriers.
GAIN ON DERIVATIVE INSTRUMENT - In connection with the debt exchange that
we completed in November 2003, we issued shares of Series B Convertible
Preferred Stock. This preferred stock contains an early call option which allows
us to repurchase the preferred stock at a premium beginning in the fourth year
after the shares were issued. Based on the provision of SFAS No. 149, "Amendment
of Statement 133 on Derivative Instruments and Hedging Activities," the
derivative instrument related to this early call option has been separated from
the value of the preferred stock and recorded separately in our consolidated
balance sheet. Changes in the fair value of this option are reflected in
earnings each period. The gain of $2,858 for 2003 represents the increase in the
fair value of this option from the time the shares were issued through December
31, 2003.
34
DEBT EXCHANGE EXPENSES - Debt exchange expenses recorded in 2003 of $8,694
consist of professional fees and transaction costs associated with the debt
exchange that was completed in November 2003 that were allocated to the new
notes issued in the exchange and were expensed in accordance with the accounting
provisions of SFAS No. 15, "Accounting by Debtors and Creditors for Troubled
Debt Restructurings." Due to the fact that the debt exchange was considered a
troubled debt restructuring under the provisions of SFAS No. 15, transaction
costs associated with the granting of an equity interest to the holders of the
notes were recorded as a reduction in the fair value of the Series B Convertible
Preferred Stock issued in the debt exchange. The remaining transaction costs
were expensed. We had no such debt exchange expenses in 2002.
INTEREST AND OTHER INCOME - Interest and other income represents amounts
earned on the investment of excess cash including restricted cash. Income of
$948 in 2003 was 73 percent less than the $3,459 earned in 2002 due to declining
interest rates and the fact that excess cash and investments, including
restricted cash, were liquidated during 2002 and 2003 in connection with funding
our capital expenditures, cash interest payments on senior notes and operating
cash flow losses.
INTEREST EXPENSE - Interest expense for 2003 and 2002 included non-cash
interest of $37,402 and $36,773, respectively, related to the accretion of
senior discount notes, the amortization of debt issuance costs and changes in
the fair value of hedge instruments that do not qualify for hedge accounting
treatment. The decrease in total interest expense to $99,914 from $102,863 in
2002 is due to the decreased level of debt after the debt exchange completed in
November 2003.
FOR THE YEAR ENDED DECEMBER 31, 2002 COMPARED TO THE YEAR ENDED DECEMBER 31,
2001
SUBSCRIBER GROWTH AND KEY PERFORMANCE INDICATORS - We had total subscribers
of approximately 622,000 at December 31, 2002 compared to approximately 503,000
at December 31, 2001. This growth of approximately 119,000 subscribers or 24
percent compares to 211 percent growth in 2001, excluding subscribers acquired
through acquisitions in 2001. The decline in the rate of growth from 2001 to
2002 was due to the fact that markets were being launched during 2001 where our
coverage area increased from 4.5 million to 11.2 million covered POPs. During
2002 our coverage area increased minimally from 11.2 million to 11.8 million
covered POPs as we had substantially completed the build-out of our network by
the end of 2001.
Average monthly churn for 2002 was approximately 3.4 percent compared to
approximately 2.7 percent for 2001. The increase in average monthly churn for
2002 was the result of a significantly higher level of involuntary deactivations
of subscribers for non-payment. This was driven by the addition of a significant
number of sub-prime credit quality subscribers in 2001 under the Clear Pay and
NDASL programs. We reinstated deposit requirements for sub-prime credit quality
subscribers in our markets in February 2002 and began to see the impact of this
change in the form of decreasing average monthly churn in the fourth quarter of
2002.
Our CPGA was approximately $369 in 2002 compared to $349 in 2001. As
overall subscriber growth on a national basis declined in 2002, competition
among the wireless communications providers became more intense. As a result of
this competition for both new subscribers and existing subscribers from other
carriers, promotional efforts such as handset rebates and other promotional
activities increased during 2002, which increased the up front costs in
acquiring customers. This competition along with having to spread our fixed
marketing expenses over a fewer number of activations in 2002 resulted in the
increase in CPGA of $20.
SERVICE REVENUES - Subscriber revenues were $391,927 for the year ended
December 31, 2002 compared to $231,145 for the year ended December 31, 2001.
This increase of 70 percent was partially due to the 24 percent increase in our
subscriber base discussed above. The increase in revenue exceeded the increases
in subscribers as we had a larger base of subscribers at the beginning of 2002
for which we earned a full year of revenue in 2002. Base ARPU decreased in 2002
to $58 compared to $61 in 2001. This decrease was attributable to lower monthly
recurring charges for plans with larger buckets of minutes being offered in 2002
compared to 2001 as a result of the increased level of competition in the
marketplace.
The reciprocal roaming rate with Sprint declined during 2001, from 20 cents
per minute on January 1, 2001 to 15 cents per minute on June 1, 2001, and to 12
cents per minute on October 1, 2001. On January 1, 2002, this rate declined to
10 cents per minute and remained at this level throughout 2002. The toll rate
for long distance charges associated with Sprint roaming was approximately 6
cents per minute in 2001 and approximately 2 cents per minute in
35
2002. The decline in rates was offset by significant increases in roaming
minutes due to the fact that we added additional base stations which allowed us
to capture additional roaming traffic as well as growth in the customer bases of
Sprint and other PCS providers. During 2002 we also experienced a significant
increase in the volume of inbound roaming traffic from PCS providers other than
Sprint. We had approximately 1.1 billion minutes of inbound roaming traffic in
2002 compared to approximately 515 million minutes of inbound roaming traffic in
2001. The increase in minutes offset by the decrease in rates accounted for the
41 percent overall increase in roaming revenue to $139,843 in 2002 from $99,213
in 2001.
PRODUCT SALES AND COST OF PRODUCTS SOLD- Product sales revenue for 2002 was
$23,922 compared to $26,781 for 2001. Cost of products sold for 2002 was $50,974
compared to $53,911 for 2001. As such the subsidy on handsets sold through our
retail and local indirect channels was $27,052 in 2002 and $27,130 in 2001. On a
per new subscriber activation basis, the subsidy was approximately $113 per
activation in 2002 and approximately $121 per activation in 2001.
COST OF SERVICE AND OPERATIONS (EXCLUDING NON-CASH COMPENSATION) - Expenses
of $343,468 in 2002 were 44 percent higher than the $237,843 incurred in 2001.
This increase in cost is the result of the completion of the build out of our
network which drove an increase in the number of subscribers using our network.
In addition, certain costs of service and operations are driven by the volume of
traffic on our network. Total minutes of use on our network were 4.1 billion
minutes in 2002 compared to 2.1 billion minutes in 2001 for an increase in
traffic of 95 percent.
SELLING AND MARKETING EXPENSES (EXCLUDING NON-CASH COMPENSATION) - Selling
and marketing expenses include advertising, promotion, sales commissions and
expenses related to our distribution channels including our retail store
expenses. In addition, we reimburse Sprint for the subsidy on handsets sold
through national retail stores due to the fact that these retailers purchase
their handsets from Sprint. This subsidy is recorded as a selling and marketing
expense. The amount of handset subsidy included in selling and marketing was
$18,323 and $14,575 in 2002 and 2001, respectively. Total selling and marketing
expenses of $119,059 in 2002 were 8 percent higher than the $110,052 incurred in
2001 due to increased competition in the marketplace as well as an increase in
the total number of subscriber activations.
GENERAL AND ADMINISTRATIVE EXPENSES (EXCLUDING NON-CASH COMPENSATION) -
General and administrative expenses of $15,243 in 2002 were 10 percent higher
than the $13,853 incurred in 2001. The primary causes for this increase were
increased insurance costs and increased professional fees.
DEPRECIATION AND AMORTIZATION - Depreciation totaled $64,702 in 2002 as
compared to $45,963 in 2001. This increase of 41 percent was due to the increase
in depreciable costs as a result of our capital expenditures in 2002.
Amortization expense relates to intangible assets recorded in connection
with the acquisitions closed in the first quarter of 2001. In addition to
unidentifiable goodwill, we recorded two identifiable intangibles in connection
with each of the acquisitions consisting of values assigned to our affiliation
agreements with Sprint PCS and the customer base acquired in connection with
each of the acquisitions. Amortization expense of $40,419 in 2002 was 17 percent
lower than the $48,759 in 2001 due to the fact that amortization of goodwill was
discontinued on January 1, 2002 upon the adoption of the provisions of SFAS No.
142 as discussed in "Critical Accounting Policies" which resulted in no
amortization of goodwill being recorded in 2002.
IMPAIRMENT OF GOODWILL - In accordance with the provisions of SFAS No. 142,
we performed our first annual assessment of goodwill for impairment as of July
31, 2002. The results of this assessment indicated that our goodwill had no
value and an impairment charge of $291,635 was recorded in 2002.
IMPAIRMENT OF PROPERTY AND EQUIPMENT - In 2002 we recorded impairments of
property and equipment in the amount of $1,194 primarily related to a switching
facility that was closed and abandoned. We recorded no impairments of property
and equipment in 2001.
NON-CASH COMPENSATION - The non-cash compensation expense reversal in 2001
related to stock options that were granted to employees with exercise prices
that were below then current market prices. This expense was being recorded over
the vesting period of the underlying options. Compensation expense related to
these options was a negative $916 for 2001 due to the forfeiture of remaining
options relative to a terminated employee.
36
Non-cash compensation expense of $29 in 2002 related to shares of
restricted stock that were awarded to our officers in 2002. Certain of our
officers received a total of 800,000 shares of restricted stock at a discount to
market price that will vest over a three-year period. Compensation expense
related to the difference between the market price of the stock and the price
the officers paid for the stock will be recognized over the vesting period
during which the restrictions lapse.
OPERATING LOSS - Our operating loss for 2002 was $371,031 compared to
$152,326 for 2001. This increase was primarily attributable to the $291,635
impairment of goodwill recorded in 2002 offset by the leverage we are beginning
to experience in spreading our fixed costs over a larger base of subscribers who
generate ARPU that is relatively stable.
LOSS ON DEBT EXTINGUISHMENT - In connection with the closing of a senior
secured credit facility in February 2001, we drew down on that facility and used
the proceeds to repay the Nortel/Export Development Corporation ("EDC") credit
facility that was in place at the time. We had originally capitalized loan costs
in connection with obtaining the Nortel/EDC credit facility that had a remaining
unamortized balance of $5,472. The unamortized balance was expensed at the time
the Nortel/EDC credit facility was permanently repaid.
INTEREST AND OTHER INCOME - Interest and other income of $3,459 in 2002 was
70 percent less than the $11,664 earned in 2001 due to declining interest rates
and the fact that excess cash and investments were liquidated during 2002 in
connection with funding our capital expenditures and operating cash flow losses.
INTEREST EXPENSE - Interest expense for 2002 and 2001 included non-cash
interest of $36,773 and $32,022, respectively, related to the accretion of
senior discount notes, the amortization of debt issuance costs and changes in
the fair value of hedge instruments that do not qualify for hedge accounting.
The increase in total interest expense to $102,863 from $81,730 in 2001 was due
to the increased level of debt after two issuances of senior notes in 2001 and
the increased level of advances under senior secured borrowings.
INCOME TAXES
We account for income taxes in accordance with SFAS No. 109 "Accounting for
Income Taxes." As of December 31, 2000, the net deferred tax asset consisted
primarily of temporary differences related to the treatment of organizational
costs, unearned compensation, interest expense and net operating loss carry
forwards. The net deferred tax asset was fully offset by a valuation allowance
as of December 31, 2000 because there was sufficient uncertainty as to whether
we would recognize the benefit of those deferred taxes in future periods. In
connection with the mergers completed in the first quarter of 2001, we recorded
significant deferred tax liabilities due to differences in the book and tax
basis of the net assets acquired particularly due to the intangible assets
recorded in connection with the acquisitions.
The reversal of the timing differences which gave rise to these deferred
tax liabilities will allow us to realize the benefit of timing differences which
gave rise to the deferred tax asset. As a result, we released the valuation
allowance during the second quarter of 2001. Prior to 2001, all deferred tax
benefit had been fully offset by an increase in the valuation allowance such
that there was no financial statement impact with respect to income taxes. With
the reduction of the valuation allowance in 2001, we began to reflect a deferred
tax benefit in our consolidated statement of operations. During 2003, we
reinstated a valuation allowance to reflect the deferred tax assets at the
amounts expected to be realized.
CASH FLOWS
OPERATING ACTIVITIES - Operating cash flows increased $81,939 in 2003 and
increased $87,178 in 2002. The 2003 increase is primarily due to our increased
income before non-cash items in 2003 of $73,151 coupled with working capital
changes of $8,788 primarily due to a decrease in receivables. The 2002 increase
is primarily due to our decreased loss before non-cash items in 2002 of $83,676
coupled with working capital changes of $3,502.
INVESTING ACTIVITIES - Our investing cash flows were negative $1,256 in
2003 compared to negative $27,658 in 2002. Our cash capital expenditures for
2003 were $38,625 compared to $89,476 in 2002 due to fewer cell sites built in
2003 as we completed the coverage of our territory in 2002. Additionally, the
decrease in restricted cash related to amounts used to make cash interest
payments on our senior notes was $34,724 in 2003 and $59,968 in 2002.
37
Our investing cash flows were negative $27,658 in 2002 compared to negative
$263,779 in 2001. Our cash capital expenditures for 2001 were $143,731 compared
to $89,476 in 2002. Restricted cash increased by $94,693 in 2001 as portions of
proceeds from two notes offerings in 2001 were escrowed to meet debt service
obligations and decreased by $59,968 in 2002 as portions of those funds were
used to meet those obligations. Additionally, in 2001, we incurred approximately
$37,617 in acquisition related costs that were not incurred in 2002 related to
the acquisitions we completed in the first quarter of 2001.
FINANCING ACTIVITIES - Our financing cash flows decreased in 2003 to a
negative $16,199 from $11,300 in 2002. Our financing cash flows in 2002
primarily consisted of $12,838 in borrowings under our senior secured credit
facility. Our negative financing cash flows in 2003 were attributable to costs
incurred in connection with a debt restructuring completed in the fourth quarter
of 2003.
Our financing cash flows decreased in 2002 to $11,300 from $340,438 in
2001. Our financing cash flows in 2001 included net proceeds from debt offerings
of approximately $621,000 and debt repayments of approximately $290,000.
LIQUIDITY AND CAPITAL RESOURCES
LIQUIDITY - Since inception, we have financed our operations through
capital contributions from our owners, debt financing and proceeds generated
from public offerings of our common stock. The proceeds from these transactions
have been used to fund the build-out of our portion of the PCS network of
Sprint, subscriber acquisition costs and working capital.
While we incurred significant net losses and negative cash flows from
operating activities through 2002, we generated approximately $55 million of
cash flows from operating activities for the year ended December 31, 2003. In
November 2003, we completed a debt exchange, as described below, that provided
for approximately $238 million of principal debt reduction. In connection with
this debt exchange, we amended our affiliation agreements with Sprint PCS, and
we believe that these amendments will result in a positive annual cash impact of
more than $15 million.
As of December 31, 2003, we had approximately $100 million of cash on hand
and additional availability of $25 million under our undrawn revolving credit
facility, subject to restrictions on drawing upon that facility. In January
2004, we completed an offering of $250 million in senior notes, the proceeds
from which were used to permanently repay and terminate our senior secured
credit facility including the undrawn revolving portion discussed above. We
received net proceeds from the January 2004 notes offering after the repayment
of the senior secured credit facility and transaction costs of approximately $42
million which will be used for general corporate purposes.
Our capital expenditure requirements for 2004 are expected to be between
$50 million and $65 million, used primarily to purchase network equipment for
additional coverage and capacity in our markets. We believe that our cash on
hand plus the additional liquidity that we expect to generate from our
operations will be sufficient to fund these capital expenditures and to cover
our working capital and debt service requirements (including dividends on
preferred stock) for at least the next 12 months.
Our future liquidity will be dependent on a number of factors influencing
our projections of operating cash flows, including those related to subscriber
growth, ARPU, average monthly churn and CPGA. Should actual results differ
significantly from these assumptions, our liquidity position could be adversely
affected and we could be in a position that would require us to raise additional
capital, which may or may not be available on terms acceptable to us, if at all,
and could have a material adverse effect on our ability to achieve our intended
business objectives.
DEBT EXCHANGE - In an effort to proactively manage our capital structure
and align it with recent operating trends in the wireless telecommunications
industry, we completed an exchange of our publicly traded debt in November 2003.
Pursuant to the debt exchange, we exchanged outstanding notes from existing
noteholders amounting to approximately $343.6 million or 98% of 12 7/8% senior
discount notes, due 2010, $238.4 million or 95% of 12 1/2% senior notes, due
2011 and $147.5 million or 98% of 13 5/8% senior notes, due 2011. Holders who
tendered their 12 7/8% senior discount notes received, for each $1,000 accreted
amount of such notes tendered, as of the completion of the debt exchange, (1)
$650 in original issue amount of our new 12% senior discount notes, due 2009 and
(2) one share of Series B Convertible Preferred Stock with a liquidation
preference of $250 per share. Holders of our 12 1/2% senior notes and our 13
5/8% senior notes who tendered their notes received, for each $1,000 principal
amount of such notes
38
tendered, (1) $650 in principal amount of our new 11% senior notes, due 2010 and
(2) one share of Series B Convertible Preferred Stock with a liquidation
preference of $250 per share.
Holders of the Series B Convertible Preferred Stock are entitled to receive
cumulative dividends at an annual rate of 7 1/2% of the $250 per share
liquidation preference. Dividends are payable quarterly in arrears on the last
calendar day of each January, April, July and October commencing on January 31,
2004. Until July 31, 2008, we have the option to pay dividends on the Series B
Convertible Preferred Stock in (1) cash, (2) shares of Series C Convertible
Preferred Stock, (3) shares of our common stock or (4) a combination thereof.
After July 31, 2008, all dividends on the Series B Convertible Preferred Stock
will be payable in cash only. The source of any funds to pay cash dividends on
our preferred stock will be dividends from Alamosa Delaware and its operating
subsidiaries. The Series C Convertible Preferred Stock has essentially the same
terms as the series B Convertible Preferred Stock with the exception of the
conversion rate, as discussed below.
Each share of Series B Convertible Preferred Stock and Series C Convertible
Preferred Stock is convertible at the holder's option and at any time into
shares of our common stock. The Series B Convertible Preferred Stock is
convertible at $3.40 per share and the Series C Convertible Preferred Stock is
convertible at $4.25 per share.
Beginning on the third anniversary of the date of original issuance of the
Series B Convertible Preferred Stock, we have the option to redeem outstanding
shares of the Series B Convertible Preferred Stock and Series C Convertible
Preferred Stock for cash. The initial redemption price will be 125% of the $250
per share liquidation preference, reduced by 5% annually thereafter until 2011,
after which time the redemption price will remain at 100%. All outstanding
shares of the Series B Convertible Preferred Stock and Series C Convertible
Preferred Stock must be redeemed by us on July 31, 2013.
The consummation of the debt exchange was accounted for under the
provisions of SFAS No. 15, "Accounting by Debtors and Creditors for Troubled
Debt Restructurings." In accordance with the provisions of SFAS No. 15, the new
notes issued in the debt exchange and the Series B Convertible Preferred Stock
were recorded at fair value. The excess of the fair value of such new notes and
the Series B Convertible Preferred Stock over the carrying value of the existing
debt tendered by noteholders will increase interest expense over the life of the
new notes due to the fact that the total cash flows associated with those notes
exceeds the carrying value of the new notes.
In connection with the debt exchange, on September 11, 2003, we amended the
terms of the indentures governing the old notes to add Alamosa Holdings as a
guarantor under the indentures. We further amended the indentures governing
these notes on October 29, 2003, after receiving the requisite consents from the
holders of the notes, to eliminate substantially all covenant protection under
such indentures.
Concurrently with the closing of the debt exchange, we entered into
amendments to our affiliation agreements with Sprint PCS. The amendments to our
affiliation agreements with Sprint PCS (1) simplify the manner in which
financial settlements are determined and settled between us and Sprint PCS, (2)
settled outstanding disputed charges between us and Sprint PCS, (3) provide
clarity with respect to access to information between us and Sprint PCS and (4)
provides for us to test unilateral changes requested by Sprint against certain
financial thresholds.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements that would have a current or
future effect on the financial condition, changes in financial condition,
revenues or expenses, results of operations, liquidity, capital expenditures or
capital resources.
39
CONTRACTUAL OBLIGATIONS
Our future contractual obligations related to long-term debt, capital lease
obligations, and non-cancellable operating leases at December 31, 2003 are
reflected in the table below.
Payments due by period
--------------------------------------------------------------
Less than 1 - 3 4 - 5 After 5
One year Years Years Years Total
---------- ---------- ---------- ---------- ----------
Long-term debt (a) $ -- $ -- $ -- $ 714,424 $ 714,424
Cash interest (b) 50,017 221,898 147,223 62,585 481,723
Capital lease obligations 596 464 299 445 1,804
Operating leases 30,952 95,364 62,034 34,230 222,580
---------- ---------- ---------- ---------- ----------
$ 81,565 $ 317,726 $ 209,556 $ 811,684 $1,420,531
========== ========== ========== ========== ==========
(a) Long-term debt reflects the impact of the issuance of $250 million in
senior notes due 2012 which were issued in January 2004. The proceeds
from this issuance were used to permanently repay and terminate our
senior secured credit facility. As such, the senior secured credit
facility is not included in this table.
(b) Cash interest on long-term debt takes into account the $250 million
senior notes discussed in (a) above that were issued in January 2004.
These notes require semiannual cash interest payments at an annual rate
of 8 1/2%.
DESCRIPTION OF OUR INDEBTEDNESS
12% SENIOR DISCOUNT NOTES DUE 2009 - In connection with the completion of
our debt exchange in November 2003, we issued approximately $191 million in
aggregate original issue amount of the 12% senior discount notes. The
outstanding principal amount of the 12% senior discount notes will accrete at
12%, compounded semi-annually, to approximately $233.3 million at July 31, 2005.
Thereafter, cash interest on the outstanding principal amount will be payable
semi-annually at 12% beginning on January 31, 2006 and continuing through
maturity on July 31, 2009. The 12% senior discount notes are unsecured.
11% SENIOR NOTES DUE 2010 - In connection with the completion of our debt
exchange in November 2003, we issued $250.8 million in aggregate principal
amount of the 11% senior notes. Cash interest on the outstanding principal
amount of the 11% senior notes is payable semiannually at 11% beginning on
January 31, 2004 and continuing through maturity on July 31, 2010. The 11%
senior notes are unsecured.
12 7/8% SENIOR DISCOUNT NOTES DUE 2010 - As a result of our debt exchange,
approximately $5.6 million in accreted principal amount of our 12 7/8% senior
discount notes remain outstanding at December 31, 2003. These notes will accrete
to their full principal amount at maturity of $6.4 million on February 15, 2005,
and thereafter cash interest on the outstanding principal amount will be payable
semiannually at 12 7/8% beginning on August 15, 2005 and continuing through
maturity on February 15, 2010. The 12 7/8% senior discount notes are unsecured.
12 1/2% SENIOR NOTES DUE 2011 - As a result of our debt exchange,
approximately $11.6 million in aggregate principal amount of our 12 1/2% senior
notes remain outstanding. Cash interest on the outstanding principal amount of
these notes is payable semiannually at 12 1/2% through maturity on February 1,
2011. The 12 1/2% senior notes are unsecured.
13 5/8% SENIOR NOTES DUE 2011 - As a result of our debt exchange,
approximately $2.5 million in aggregate principal amount of our 13 5/8% senior
notes remain outstanding. Cash interest on the outstanding principal amount of
these notes is payable semiannually at 13 5/8% through maturity on August 15,
2011. The 13 5/8% senior notes are unsecured.
SENIOR SECURED CREDIT FACILITY - As of December 31, 2003, we had in place a
senior secured credit facility that expired in February 2008. Under the terms of
the facility we could borrow up to a maximum of $225 million, of which $200
million was outstanding at December 31, 2003. Amounts outstanding under the
senior secured credit facility bear interest at a rate of LIBOR plus 4.0%. We
permanently repaid the senior secured credit facility in its entirety from the
proceeds of an offering of senior notes in January 2004.
40
8 1/2% SENIOR NOTES DUE 2012 - In January 2004, we issued $250 million in
aggregate principal amount of our 8 1/2% senior notes due 2012. Cash interest on
the outstanding principal amount of these notes is payable semiannually at 8
1/2%, beginning on July 31, 2004, through maturity on January 31, 2012. We used
the proceeds from this issuance to repay and terminate outstanding borrowings
under the senior secured credit facility, including the undrawn revolver,
described above, with the remainder available for general corporate purposes.
INFLATION
We believe that inflation has not had a significant impact in the past and
is not likely to have a significant impact in the foreseeable future on our
results of operations.
FUTURE TRENDS THAT MAY AFFECT OPERATING RESULTS, LIQUIDITY AND CAPITAL RESOURCES
During 2002 and 2003, we experienced overall declining net subscriber
growth compared to previous periods. This trend is attributable to increased
competition and slowing aggregate subscriber growth in the wireless
telecommunications industry. We are currently experiencing net losses as we
continue to add subscribers, which requires a significant up-front investment to
acquire those subscribers. If the current trend of slowing net subscriber growth
does not improve, it will lengthen the amount of time it will take for us to
reach a sufficient number of subscribers to achieve profitability.
We may continue to experience higher costs to acquire customers. For 2003,
our CPGA was $376 per activation compared to $369 per activation in 2002. The
fixed costs in our sales and marketing organization are being allocated among a
smaller number of activations due to the slowdown in subscriber growth. In
addition, handset subsidies have been increasing due to more aggressive
promotional efforts. With a higher CPGA, customers must remain on our network
for a longer period of time at a stable ARPU to recover those acquisitions
costs.
We may continue to experience a higher average monthly churn rate. Our
average monthly churn (net of deactivations that take place within 30 days of
the activation date) for 2003 was 2.7 percent compared to 3.4 percent for 2002.
The rate of churn experienced in 2002 was the highest that we have experienced
on an annual basis since the inception of the Company. We expect that in the
near term churn may increase as a result of the implementation of the FCC's WLNP
mandate in all of our markets during 2004. If average monthly churn increases
over the long-term, we would lose the cash flows attributable to those customers
and have greater than projected losses.
We may incur significant handset subsidy costs for existing customers who
upgrade to a new handset. As our customer base matures and technological
advances in our services take place, more existing customers will begin to
upgrade to new handsets to take advantage of these services. We have limited
historical experience regarding the rate at which existing customers upgrade
their handsets and if more customers upgrade than we are currently anticipating,
it could have a material adverse impact on our earnings and cash flows.
We may not be able to access the credit or equity markets for additional
capital if the liquidity discussed above is not sufficient for the cash needs of
our business. We continually evaluate options for additional sources of capital
to supplement our liquidity position and maintain maximum financial flexibility.
If the need for additional capital arises due to our actual results differing
significantly from our business plan or for any other reason, we may be unable
to raise additional capital.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In June 2001, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 143, "Accounting for Asset Retirement Obligations." SFAS No. 143 requires
the fair value of a liability for an asset retirement obligation to be
recognized in the period that it is incurred if a reasonable estimate of fair
value can be made. The associated asset retirement costs are capitalized as part
of the carrying amount of the long-lived asset. SFAS No. 143 is effective for
fiscal years beginning after June 15, 2002. For our leased telecommunication
facilities, primarily consisting of cell sites and switch site operating leases
and operating leases for retail and office space, we have adopted SFAS No. 143
as of January 1, 2003.
As previously disclosed, upon adoption of SFAS No. 143, we had concluded
that, for our leased telecommunications facilities, a liability could not be
reasonably estimated due to (1) our inability to reasonably assess
41
the probability of the likelihood that a lessor would enforce the remediation
requirements upon expiration of the lease term and therefore its impact on
future cash outflows, (2) our inability to estimate a potential range of
settlement dates due to our ability to renew site leases after the initial lease
expiration and (3) our limited experience in abandoning cell site locations and
actually incurring remediation costs.
It is our understanding that further clarification has been provided by the
Securities and Exchange Commission regarding the accounting for asset retirement
obligations and specifically relating to factors to consider in determining the
estimated settlement dates and the probability of enforcement of the remediation
obligation. Based on this information, we revised certain of the estimates used
in our original analysis and calculated an asset retirement obligation for our
leased telecommunication facilities. We determined that the aforementioned asset
retirement obligations did not have a material impact on our consolidated
results of operations, financial position or cash flows and recorded the asset
retirement obligations in the third quarter of 2003.
An initial asset retirement obligation of $1,213 was recorded and
classified in other non-current liabilities and a corresponding increase in
property and equipment of $1,213 were recorded in the third quarter of 2003
relating to obligations that existed upon the adoption of SFAS No. 143. We
incurred additional asset retirement obligations during the year ended December
31, 2003 of $35 related to new leases entered into during the year. Included in
costs of services and operations in our statement of operations for the year
ended December 31, 2003 is a charge of $402 related to the cumulative accretion
of the asset retirement obligations as of the adoption of SFAS No. 143 as well
as an additional $163 in accretion recorded for the year ended December 31,
2003. Included in depreciation and amortization expenses in our statement of
operations for the year ended December 31, 2003 is a charge of $364 related to
the cumulative depreciation of the related assets recorded at the time of the
adoption of SFAS No. 143 as well as an additional $123 in depreciation recorded
for the year ended December 31, 2003. For purposes of determining the asset
retirement obligations, we have assigned a 100% probability of enforcement to
the remediation obligations and have assumed an average settlement period of 20
years.
In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements
No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections
as of April 2002," which rescinded or amended various existing standards. One
change addressed by this standard pertains to treatment of extinguishments of
debt as an extraordinary item. SFAS No. 145 rescinds SFAS No. 4, "Reporting
Gains and Losses from Extinguishment of Debt" and states that an extinguishment
of debt cannot be classified as an extraordinary item unless it meets the
unusual or infrequent criteria outlined in Accounting Principles Board Opinion
No. 30 "Reporting the Results of Operations -- Reporting the Effects of Disposal
of a Segment of a Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions." The provisions of this statement are
effective for fiscal years beginning after May 15, 2002 and extinguishments of
debt that were previously classified as an extraordinary item in prior periods
that do not meet the criteria in Opinion 30 for classification as an
extraordinary item shall be reclassified. The adoption of SFAS No. 145 in the
quarter ending March 31, 2003 has resulted in a reclassification of the loss on
extinguishment of debt that we previously reported as an extraordinary item for
the year ended December 31, 2001.
In June 2002, the FASB issued SFAS No. 146 "Accounting for Costs Associated
with Exit or Disposal Activities," which requires companies to recognize costs
associated with exit or disposal activities when they are incurred rather than
at the date of a commitment to an exit or disposal plan. The provisions of this
statement are effective for exit or disposal activities initiated after December
31, 2002 and the adoption of this statement did not have a material impact on
our results of operations, financial position or cash flows.
In December 2002, the FASB issued SFAS No. 148 "Accounting for Stock-Based
Compensation-Transition and Disclosure," which is an amendment of SFAS No. 123
"Accounting for Stock-Based Compensation." This statement provides alternative
methods of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. In addition, this statement
amends the disclosure requirements of SFAS No. 123 to require prominent
disclosures in both annual and interim financial statements about the method of
accounting for stock-based employee compensation and the effect of the method
used on reported results. The provisions of this statement are effective for
fiscal years ending after and interim periods beginning after December 15, 2002.
As we continue to account for stock-based employee compensation using the
intrinsic value method under APB Opinion No. 25, we, as required, have only
adopted the revised disclosure requirements of SFAS No. 148 as of December 31,
2002.
In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities," which amends and clarifies
financial accounting and reporting for derivative instruments, including certain
derivative instruments embedded in other contracts and for hedging activities
under SFAS No. 133, "Accounting
42
for Derivative Instruments and Hedging Activities." This statement is effective
for contracts entered into or modified after June 30, 2003 and for hedging
relationships designated after June 30, 2003 and did not have a material impact
on our results of operations, financial position or cash flows.
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity." This
statement requires that an issuer classify a financial instrument that is within
its scope as a liability (or an asset in some circumstances) and is effective
for financial instruments entered into or modified after May 31, 2003, and
otherwise is effective at the beginning of the first interim period beginning
after June 15, 2003, except for mandatorily redeemable financial instruments of
nonpublic entities. The adoption of this statement did not have a material
impact on our results of operations, financial position or cash flows.
The EITF issued EITF Abstract No. 00-21 "Accounting for Revenue
Arrangements with Multiple Deliverables" in May, 2003. This Abstract addresses
certain aspects of the accounting by a vendor for arrangements under which it
will perform multiple revenue-generating activities. Specifically, it addresses
how consideration should be measured and allocated to the separate units of
accounting in the arrangement. The guidance in this Abstract became effective
for revenue arrangements entered into in fiscal periods beginning after June 15,
2003 and we have adopted the provisions of this abstract as of July 1, 2003.
We have elected to apply the accounting provisions of this abstract on a
prospective basis beginning July 1, 2003. Prior to the adoption of the
provisions of this abstract we had deferred all activation fee revenue as well
as activation costs in a like amount and amortized these revenues and costs over
the average life of our subscribers. The existing deferred revenue and costs at
July 1, 2003 will continue to be amortized along with that portion of activation
fees generated by customers outside of distribution channels controlled by us.
The adoption of the accounting provisions of this abstract did not have a
material impact on our results of operations, financial position or cash flows.
In November 2002, the FASB issued FASB Interpretation No. 45 ("FIN 45"),
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others." FIN 45 requires that upon
issuance of a guarantee, a guarantor must recognize a liability for the fair
value of an obligation assumed under a guarantee. FIN 45 also requires
additional disclosures by a guarantor in its interim and annual financial
statements about the obligations associated with guarantees issued. The
recognition provisions of FIN 45 are effective for guarantees issued after
December 31, 2002, while the disclosure requirements were effective for
financial statements for periods ending after December 15, 2002. At December 31,
2003, we had not entered into any material arrangement that would be subject to
the disclosure requirements of FIN 45. Our adoption of FIN 45 did not have a
material impact on our consolidated financial statements.
In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN 46" or
the "Interpretation"), "Consolidation of Variable Interest Entities, an
interpretation of ARB 51." The primary objectives of FIN 46 are to provide
guidance on the identification of entities for which control is achieved through
means other than through voting rights ("variable interest entities" or "VIEs")
and how to determine when and which business enterprise should consolidate the
VIE (the "primary beneficiary"). This new model for consolidation applies to an
entity which either (1) the equity investors (if any) do not have a controlling
financial interest or (2) the equity investment at risk is insufficient to
finance that entity's activities without receiving additional subordinated
financial support from other parties. In addition, FIN 46 requires that both the
primary beneficiary and all other enterprises with a significant variable
interest in a VIE make additional disclosures. In December 2003, the FASB
completed deliberations of proposed modifications to FIN 46 ("Revised
Interpretations") resulting in multiple effective dates based on the nature as
well as the creation date of the VIE. For VIEs created prior to January 1, 2004,
the Revised Interpretations must be applied no later than the quarter ended
March 31, 2004. The Revised Interpretations must be applied to all VIEs created
after January 1, 2004. Because we do not believe that we have affiliations with
any VIEs, this standard will not have a material impact on our consolidated
financial statements.
43
RISK FACTORS
RISKS RELATING TO OUR BUSINESS, STRATEGY AND OPERATIONS
WE MAY NOT BE ABLE TO SUSTAIN OUR PLANNED GROWTH OR OBTAIN SUFFICIENT
REVENUE TO ACHIEVE AND SUSTAIN PROFITABILITY.
During 2002 and 2003, we experienced overall declining net subscriber
growth compared to periods prior to 2002. This trend is attributable to
increased competition and slowing aggregate subscriber growth in the wireless
telecommunications industry. We are currently experiencing net losses as we
continue to add subscribers, which requires a significant up-front investment to
acquire those subscribers. If the current trend of slowing net subscriber growth
does not improve, it may lengthen the amount of time it will take for us to
reach a sufficient number of subscribers to achieve profitability.
WE MAY NOT ACHIEVE OR SUSTAIN OPERATING PROFITABILITY OR POSITIVE CASH
FLOWS, WHICH MAY RESULT IN A DROP IN OUR STOCK PRICE.
We have a limited operating history and have incurred significant losses to
date. Our future operating profitability and cash flows from operating
activities will depend upon many factors, including, among others, our ability
to market Sprint PCS products and services, achieve projected market penetration
and manage subscriber turnover rates. We will have to dedicate a substantial
portion of any future cash flows from operations to make interest and principal
payments on our consolidated debt, which will reduce funds available for other
purposes. If we do not maintain positive cash flows from operations, or if our
operating cash flows are insufficient to cover our debt obligations in the
future, we may be unable to conduct our business in an effective or competitive
manner. As a result, our stock price could fall and our stockholders could lose
all or part of their investment.
IF WE RECEIVE LESS REVENUES OR INCUR MORE FEES THAN WE ANTICIPATE FOR PCS
ROAMING FROM SPRINT, OUR RESULTS OF OPERATIONS MAY BE NEGATIVELY AFFECTED.
We are paid a fee from Sprint or a PCS Affiliate of Sprint for every minute
that Sprint's or that affiliate's subscribers use our portion of the PCS network
of Sprint. Similarly, we pay a fee to Sprint or another PCS Affiliate of Sprint
for every minute that our subscribers use the PCS network of Sprint outside our
territory. Sprint PCS subscribers based in our territory may spend more time in
other PCS coverage areas than we anticipate, and wireless customers from outside
our territory may spend less time in our territory or may use our services less
than we anticipate. As a result, we may receive less Sprint PCS roaming revenue
and/or have to pay more in print PCS roaming fees than we collect in Sprint PCS
roaming revenue. Our ratio of inbound to outbound roaming with Sprint PCS was
approximately 1.14 to 1 in 2003. We expect this ratio to decline to
approximately 1 to 1 over time.
WE ARE A CONSUMER BUSINESS AND A RECESSION IN THE UNITED STATES INVOLVING
SIGNIFICANTLY LOWERED CONSUMER SPENDING COULD NEGATIVELY AFFECT OUR RESULTS OF
OPERATIONS.
Our primary customer base is individual consumers, and in the event that
the economic downturn that the United States and other countries have recently
experienced becomes more pronounced or lasts longer than currently expected and
spending by individual consumers drops significantly, our business may be
negatively affected.
ROAMING REVENUE FROM SUBSCRIBERS OF WIRELESS COMMUNICATIONS PROVIDERS OTHER
THAN SPRINT PCS AND PCS AFFILIATES OF SPRINT MAY DECLINE IN THE FUTURE.
We derive a significant amount of roaming revenue from wireless
communications providers other than Sprint PCS and PCS Affiliates of Sprint for
permitting their subscribers to roam on our portion of the PCS network of Sprint
when they are in our territory. For the year ended December 31, 2003,
approximately 28% of our roaming revenue was attributable to revenue derived
from these other wireless communications providers. We do not have agreements
directly with these providers. Instead, we rely on roaming arrangements that
Sprint has negotiated. If the rates offered by Sprint are not attractive, these
other wireless communications providers may decide to build-out their own
networks in our territory or enter into roaming arrangements with our
competitors who also already have networks in our territory. The loss of all or
a significant portion of this roaming revenue would have a material adverse
effect on our financial condition and operating results.
44
OUR ROAMING ARRANGEMENTS MAY NOT BE COMPETITIVE WITH OTHER WIRELESS SERVICE
PROVIDERS, WHICH MAY RESTRICT OUR ABILITY TO ATTRACT AND RETAIN CUSTOMERS AND
THUS MAY ADVERSELY AFFECT OUR OPERATIONS.
We do not have agreements directly with other wireless service providers
for roaming coverage outside our territory. Instead, we rely on roaming
arrangements that Sprint has negotiated with other wireless service providers
for coverage in these areas. Some risks related to these arrangements are as
follows:
o the arrangements may not benefit us in the same manner that they
benefit Sprint;
o the quality of the service provided by another provider during a
roaming call may not approximate the quality of the service provided by
Sprint;
o the price of a roaming call may not be competitive with prices charged
by other wireless companies for roaming calls;
o customers must end a call in progress and initiate a new call when
leaving the PCS network of Sprint and entering another wireless
network;
o Sprint wireless customers may not be able to use advanced PCS features
from Sprint, such as PCS Vision, while roaming;
o Sprint or the carriers providing the service may not be able to provide
us with accurate billing information on a timely basis; and
o If Sprint wireless customers are not able to have a similar wireless
experience as when they are on the PCS network of Sprint, we may lose
current subscribers and Sprint PCS products and services may be less
attractive to potential new customers.
THE TECHNOLOGY THAT WE USE MAY BECOME OBSOLETE, WHICH WOULD LIMIT OUR
ABILITY TO COMPETE EFFECTIVELY WITHIN THE WIRELESS TELECOMMUNICATIONS INDUSTRY.
The wireless telecommunications industry is experiencing significant
technological change. We employ CDMA digital technology, the digital wireless
communications technology selected by Sprint and certain other carriers for
their nationwide networks. Other carriers employ other technologies, such as
TDMA, GSM and iDEN, for their nationwide networks. If another technology becomes
the preferred industry standard, we would be at a competitive disadvantage and
competitive pressures may require Sprint to change its digital technology, which
in turn could require us to make changes to our network at substantial costs. We
may be unable to respond to these pressures and implement new technology on a
timely basis or at an acceptable cost.
UNAUTHORIZED USE OF, OR INTERFERENCE WITH, OUR PORTION OF THE PCS NETWORK
OF SPRINT COULD DISRUPT OUR SERVICE AND INCREASE OUR COSTS.
We may incur costs associated with the unauthorized use of our portion of
the PCS network of Sprint, including administrative and capital costs associated
with detecting, monitoring and reducing the incidence of fraud. Fraudulent use
of our portion of the PCS network of Sprint may impact interconnection costs,
capacity costs, administrative costs, fraud prevention costs and payments to
other carriers for fraudulent roaming. In addition, some of our border markets
are susceptible to uncertainties related to areas not governed by the FCC. For
example, unauthorized microwave radio signals near the border in Mexico could
disrupt our service in the United States.
POTENTIAL ACQUISITIONS MAY REQUIRE US TO INCUR SUBSTANTIAL ADDITIONAL DEBT
AND INTEGRATE NEW TECHNOLOGIES, OPERATIONS AND SERVICES, WHICH MAY BE COSTLY AND
TIME CONSUMING.
We intend to continually evaluate opportunities for the acquisition of
businesses that are intended to complement or extend our existing operations. If
we acquire additional businesses, we may encounter difficulties that may be
costly and time-consuming and slow our growth. For example, we may have to:
45
o assume and/or incur substantial additional debt to finance the
acquisitions and fund the ongoing operations of the acquired companies;
o integrate new operations with our existing operations; or
o divert the attention of our management from other business concerns.
IF WE LOSE THE RIGHT TO INSTALL OUR EQUIPMENT ON WIRELESS TOWERS OR ARE
UNABLE TO RENEW EXPIRING LEASES FOR WIRELESS TOWERS ON FAVORABLE TERMS OR AT
ALL, OUR BUSINESS AND RESULTS OF OPERATIONS COULD BE ADVERSELY IMPACTED.
Substantially all of our base stations are installed on leased tower
facilities that are shared with one or more other wireless service providers. In
addition, a large portion of these leased tower sites are owned by a few tower
companies. If a master agreement with one of these tower companies were to
terminate, or if one of these tower companies were unable to support the use of
its tower sites by us, we would have to find new sites or may be required to
rebuild the affected portion of our network. In addition, the concentration of
our tower leases with a limited number of tower companies could adversely affect
our results of operations and financial condition if any of our operating
subsidiaries is unable to renew its expiring leases with these tower companies
either on favorable terms or at all. If any of the tower leasing companies that
we do business with should experience severe financial difficulties, or file for
bankruptcy protection, our ability to use our towers could be adversely
affected. That, in turn, would adversely affect our revenues and financial
condition if a material number of towers were involved.
THE LOSS OF THE OFFICERS AND SKILLED EMPLOYEES UPON WHOM WE DEPEND TO
OPERATE OUR BUSINESS COULD ADVERSELY AFFECT OUR RESULTS OF OPERATIONS.
Our business is managed by a small number of executive officers. We believe
that our future success will depend in part on our continued ability to retain
these executive officers and to attract and retain other highly qualified
technical and management personnel. We may not be successful in retaining key
personnel or in attracting and retaining other highly qualified technical and
management personnel. The loss of the officers and skilled employees upon whom
we depend to operate our business could adversely affect our results of
operations.
RISKS RELATED TO THE RELATIONSHIP WITH SPRINT
OUR ABILITY TO CONDUCT OUR BUSINESS WOULD BE SEVERELY RESTRICTED IF SPRINT
PCS TERMINATES OUR AFFILIATION AGREEMENTS WITH IT.
Our relationship with Sprint is governed by our affiliation agreements with
Sprint PCS. Since we do not own any licenses to operate a wireless network, our
business depends on the continued effectiveness of these affiliation agreements.
However, Sprint PCS may be able to terminate our affiliation agreements with it
if we materially breach the terms of the agreements. These terms include
operational and network requirements that are extremely technical and detailed
and apply to each retail store, cell site and switch site. Many of these
operational and network requirements can be changed by Sprint, in certain cases,
with little notice. As a result, we may not always be in compliance with all
requirements of our affiliation agreements with Sprint PCS. Sprint conducts
periodic audits of compliance with various aspects of its program guidelines and
identifies issues it believes need to be addressed. There may be substantial
costs associated with remedying any non-compliance, and such costs may adversely
affect our operating results and cash flows. If Sprint PCS terminates or fails
to renew our affiliation agreements or fails to perform its obligations under
those agreements, our ability to conduct business would be severely restricted.
IF WE MATERIALLY BREACH OUR AFFILIATION AGREEMENTS WITH SPRINT PCS, SPRINT
PCS MAY HAVE THE RIGHT TO PURCHASE OUR OPERATING ASSETS AT A DISCOUNT TO MARKET
VALUE.
Our affiliation agreements with Sprint PCS require that we provide network
coverage to a minimum network coverage area within specified time frames and
that we meet and maintain Sprint PCS' technical and customer service
requirements. We believe we are in compliance with our network build-out
requirements and Sprint PCS' other program requirements. A failure by us to meet
any expanded build-out requirements for any one of the individual markets in our
territory, or a failure to complete our current network build-out requirements
according to our expected time frame, or to meet Sprint PCS' technical or
customer service requirements contained in the affiliation agreements would
constitute a material breach of the agreements, which could lead to their
termination by Sprint PCS. We may amend our affiliation agreements with Sprint
PCS in the future to expand our network coverage. Our affiliation agreements
with Sprint PCS
46
provide that upon the occurrence of an event of termination caused by our breach
of such agreements, Sprint PCS has the right to, among other things, purchase
our operating assets without stockholder approval and for a price equal to 72%
of our "entire business value." See "Business--Our Affiliation Agreements with
Sprint PCS" for a description of how we calculate our entire business value.
SPRINT MAY MAKE DECISIONS THAT COULD INCREASE OUR EXPENSES AND/OR OUR
CAPITAL EXPENDITURE REQUIREMENTS, REDUCE OUR REVENUES OR MAKE OUR AFFILIATE
RELATIONSHIPS WITH SPRINT LESS ADVANTAGEOUS THAN EXPECTED.
Under our affiliation agreements with Sprint PCS, Sprint has a substantial
amount of control over factors that significantly affect the conduct of our
business. Accordingly, up to newly established limits set forth in the
amendments to our affiliation agreements with Sprint PCS executed in 2003,
Sprint may make decisions that adversely affect our business, such as the
following:
o Sprint prices its national calling plans based on its own objectives
and could set price levels or change other characteristics of its plans
in a way that may not be economically sufficient for our business; and
o Sprint may alter its network and technical requirements or request that
we build-out additional areas within our territory, which could result
in increased equipment and build-out costs or in Sprint building out
that area itself or assigning it to another PCS Affiliate of Sprint.
CERTAIN PROVISIONS OF OUR AFFILIATION AGREEMENTS WITH SPRINT PCS MAY
DIMINISH OUR VALUE AND RESTRICT THE SALE OF OUR BUSINESS.
Under specific circumstances and without stockholder approval, Sprint PCS
may purchase our operating assets or capital stock at a discount. In addition,
Sprint PCS must consent to any transaction pursuant to which Alamosa Holdings is
no longer the "ultimate parent" of any of our operating subsidiaries party to
the affiliation agreements with Sprint PCS and must consent to any assignment by
us of our affiliation agreements with it. Sprint PCS also has a right of first
refusal if we decide to sell our operating assets to a third party. We are also
subject to a number of restrictions on the transfer of our business, including a
prohibition on the sale of our operating assets to competitors of Sprint. These
restrictions and other restrictions contained in our affiliation agreements with
Sprint PCS, restrict our ability to sell our business, may reduce the value a
buyer would be willing to pay for our business and may reduce our "entire
business value."
PROBLEMS EXPERIENCED BY SPRINT WITH ITS INTERNAL SUPPORT SYSTEMS COULD LEAD
TO CUSTOMER DISSATISFACTION OR INCREASE OUR COSTS.
We rely on Sprint's internal support systems, including customer care,
billing and back office support. As Sprint has expanded, its internal support
systems have been subject to increased demand and, in some cases, suffered a
degradation in service. We cannot assure you that Sprint will be able to
successfully add system capacity or that its internal support systems will be
adequate. It is likely that problems with Sprint's internal support systems
could cause:
o delays or problems in our operations or services;
o delays or difficulty in gaining access to customer and financial
information;
o a loss of customers; and
o an increase in the costs of customer care, billing and back office
services after the expiration of our contractually fixed rates on
December 31, 2006.
Should Sprint fail to deliver timely and accurate information, this may
lead to adverse short-term decisions and inaccurate assumptions in our business
plan. It could also adversely affect our cash flow because Sprint collects our
receivables and sends us a net amount that is based on the financial information
it produces for us.
47
OUR COSTS FOR INTERNAL SUPPORT SYSTEMS MAY INCREASE IF SPRINT PCS
TERMINATES ALL OR PART OF OUR SERVICES AGREEMENTS WITH IT.
The costs for the services provided by Sprint PCS under our service
agreements with Sprint PCS related to billing, customer care and other
back-office functions for the year ended December 31, 2003 was approximately
$65.5 million. Since we incur these costs on a per subscriber basis, we expect
the aggregate costs for such services to increase as the number of our
subscribers increases. Sprint may terminate any service provided under such
agreements upon nine months' prior written notice, but if we would like to
continue receiving such service, Sprint PCS has agreed that it will assist us in
developing that function internally or locating a third-party vendor that will
provide that service. Although Sprint PCS has agreed in such an event to
reimburse us for expenses we incur in transitioning to any service internally or
to a third-party, if Sprint terminates a service for which we have not developed
or are unable to develop a cost-effective alternative, our operating costs may
increase beyond our expectations and our operations may be interrupted or
restricted. We do not currently have a contingency plan if Sprint terminates a
service we currently receive from it.
IF SPRINT DOES NOT MAINTAIN CONTROL OVER ITS LICENSED SPECTRUM, THE
AFFILIATION AGREEMENTS WITH SPRINT PCS MAY BE TERMINATED.
Sprint, not us, owns the licenses necessary to provide wireless services in
our territory. The FCC requires that licensees like Sprint maintain control of
their licensed systems and not delegate control to third party operators or
managers without the FCC's consent. Our affiliation agreements with Sprint PCS
reflect an arrangement that the parties believe meets the FCC requirements for
licensee control of licensed spectrum. However, if the FCC were to determine
that any of our affiliation agreements with Sprint PCS needs to be modified to
increase the level of licensee control, we have agreed with Sprint PCS to use
our best efforts to modify the agreements to comply with applicable law. If we
cannot agree with Sprint PCS to modify the agreements, those agreements may be
terminated. If the agreements are terminated, we would no longer be a part of
the PCS network of Sprint and we would not be able to conduct our business.
THE FCC MAY FAIL TO RENEW THE SPRINT WIRELESS LICENSES UNDER CERTAIN
CIRCUMSTANCES, WHICH WOULD PREVENT US FROM PROVIDING WIRELESS SERVICES.
Sprint's wireless licenses are subject to renewal and revocation by the
FCC. The Sprint wireless licenses in our territory will expire in 2005 or 2007
but may be renewed for additional ten-year terms. The FCC has adopted specific
standards that apply to wireless personal communications services license
renewals. Any failure by Sprint or us to comply with these standards could
result in the nonrenewal of the Sprint licenses for our territory. Additionally,
if Sprint does not demonstrate to the FCC that Sprint has met the construction
requirements for each of its wireless personal communications services licenses,
it can lose those licenses. If Sprint loses its licenses in our territory for
any of these reasons, we and our subsidiaries would not be able to provide
wireless services without obtaining rights to other licenses. If Sprint loses
its licenses in another territory, Sprint or the applicable PCS Affiliate of
Sprint would not be able to provide wireless services without obtaining rights
to other licenses and our ability to offer nationwide calling plans would be
diminished and potentially more costly.
WE RELY ON SPRINT FOR A SUBSTANTIAL AMOUNT OF OUR FINANCIAL INFORMATION. IF
THAT INFORMATION IS NOT ACCURATE, THE INVESTMENT COMMUNITY COULD LOSE CONFIDENCE
IN US.
Under our affiliation agreements with Sprint PCS, Sprint performs our
billing, manages our accounts receivable and provides a substantial amount of
financial data that impact our accounts. We use that information to record our
financial results and to prepare our financial statements. If we later find
errors in that information, we may be required to restate our financial
statements. If that occurs with respect to us or any other PCS Affiliate of
Sprint, investors and securities analysts may lose confidence in us.
IF SPRINT DOES NOT SUCCEED, OUR BUSINESS MAY NOT SUCCEED.
If Sprint has a significant disruption to its business plan or network,
fails to operate its business in an efficient manner, or suffers a weakening of
its brand name, our operations and profitability would likely be negatively
impacted. If Sprint should have significant financial problems, including
bankruptcy, our business would suffer material adverse consequences, which could
include termination or revision of our affiliation agreements with Sprint PCS.
We currently have no reason to believe that Sprint will have significant
financial problems, including bankruptcy.
48
IF OTHER PCS AFFILIATES OF SPRINT HAVE FINANCIAL DIFFICULTIES, THE PCS
NETWORK OF SPRINT COULD BE DISRUPTED.
The national PCS network of Sprint is a combination of networks. The large
metropolitan areas are owned and operated by Sprint, and the areas in between
them are operated by PCS Affiliates of Sprint, all of which are independent
companies like us. We believe that most, if not all, of these companies have
incurred substantial debt to pay the large cost of building out their networks.
If other PCS Affiliates of Sprint experience financial difficulties, the PCS
network of Sprint could be disrupted in the territories of those PCS Affiliates
of Sprint. Material disruptions in the PCS network of Sprint could have a
material adverse effect on our ability to attract and retain subscribers. If the
affiliation agreements of those PCS Affiliates of Sprint are like ours, Sprint
would have the right to step in and operate the affected territory. However,
this right could be delayed or hindered by legal proceedings, including any
bankruptcy proceeding related to the affected PCS Affiliate of Sprint. Two PCS
Affiliates of Sprint recently declared bankruptcy, each alleging that Sprint
violated its agreements with the PCS Affiliate, and others have experienced
financial difficulties. In each case, we believe that there has been no material
disruption of the PCS network of Sprint to date.
WE MAY HAVE DIFFICULTY IN OBTAINING AN ADEQUATE SUPPLY OF CERTAIN HANDSETS
FROM SPRINT, WHICH COULD ADVERSELY AFFECT OUR RESULTS OF OPERATIONS.
We depend on our relationship with Sprint to obtain handsets and other
wireless devices. Sprint orders handsets and other wireless devices from various
manufacturers. We could have difficulty obtaining specific types of handsets in
a timely manner if:
o Sprint does not adequately project the need for handsets for itself,
its PCS Affiliates and its other third party distribution channels,
particularly in transition to new technologies such as 3G technology;
o Sprint gives preference to other distribution channels;
o We do not adequately project our need for handsets or other wireless
devices;
o Sprint modifies its handset logistics and delivery plan in a manner
that restricts or delays our access to handsets; or
o There is an adverse development in the relationship between Sprint and
its suppliers or vendors.
The occurrence of any of the foregoing could disrupt our customer service
and/or result in a decrease in our subscribers, which could adversely affect our
results of operations.
RISKS RELATED TO OUR INDEBTEDNESS
OUR SUBSTANTIAL LEVERAGE COULD ADVERSELY AFFECT OUR FINANCIAL HEALTH.
We are highly leveraged. As of December 31, 2003, our total outstanding
debt, including capital lease obligations and excluding unused commitments made
by lenders, was approximately $665.7 million. In addition, we had 679,495 shares
of mandatorily redeemable preferred stock outstanding with a liquidation
preference of $250 per share or $169.9 million in the aggregate that would be
required to be redeemed by us on July 31, 2013 assuming the shares were not
converted into common stock prior to that date. As of December 31, 2003, such
indebtedness and preferred stock redemption obligations represent approximately
87% of our total capitalization, which includes total outstanding debt,
mandatorily redeemable preferred stock and stockholders' equity as presented in
our consolidated balance sheet at December 31, 2003. The indentures governing
our existing senior notes permit us and our subsidiaries to incur additional
indebtedness subject to certain limitations. Our substantial indebtedness could
adversely affect our financial health by, among other things:
o increasing our vulnerability to adverse economic conditions;
o limiting our ability to obtain any additional financing we may need to
operate, develop and expand our business;
49
o requiring us to dedicate a substantial portion of any cash flows from
operations to service our debt, which reduces the funds available for
operations and future business opportunities; and
o potentially making us more highly leveraged than our competitors, which
could potentially decrease our ability to compete in our industry.
The ability to make payments on our debt will depend upon our future
operating performance, which is subject to general economic and competitive
conditions and to financial, business and other factors, many of which we cannot
control. If the cash flows from our operating activities is insufficient to
service our debt obligations, we may take actions, such as delaying or reducing
capital expenditures, attempting to restructure or refinance our debt, selling
assets or operations or seeking additional equity capital.
THE TERMS OF OUR DEBT PLACE RESTRICTIONS ON US AND OUR SUBSIDIARIES, WHICH
MAY LIMIT OUR OPERATING FLEXIBILITY.
The indentures governing our senior notes impose material operating and
financial restrictions on us and our subsidiaries. These restrictions, subject
in certain cases to ordinary course of business and other exceptions, may limit
our ability and the ability of our subsidiaries to engage in some transactions,
including the following:
o incurring additional debt or in the case of our guarantor subsidiaries,
issuing capital stock to a third party;
o paying dividends, redeeming capital stock or making other restricted
payments or investments;
o creating liens on assets;
o merging, consolidating or disposing of assets;
o repurchasing our common stock;
o entering into transactions with affiliates;
o placing restrictions on the ability of guarantor subsidiaries to pay
dividends or make other payments to Alamosa Delaware, which is the
issuer of our publicly traded debt; and
o changing lines of business.
These restrictions could limit our ability to obtain debt financing,
repurchase stock, refinance or pay principal or interest on our outstanding
debt, complete acquisitions for cash or debt, or react to changes in our
operating environment. Any future debt that we incur may contain similar or more
restrictive covenants.
RISKS RELATED TO OUR COMMON STOCK
FUTURE SALES OR THE POSSIBILITY OF FUTURE SALES OF A SUBSTANTIAL AMOUNT OF
OUR COMMON STOCK MAY DEPRESS THE MARKET PRICE OF OUR COMMON STOCK.
Future sales of substantial amounts of shares of our common stock in the
public market could adversely affect prevailing market prices and the market
price of our common stock and could impair our ability to raise capital through
future sales of our equity securities. Currently we have approximately 95
million shares of common stock issued and outstanding. We have in the past
issued shares of our common stock in connection with acquisitions and may issue
shares of our common stock from time to time as consideration for future
acquisitions and investments. In the event any such acquisition or investment is
significant, the number of shares that we may issue may in turn be significant.
In addition, we may also grant registration rights covering those shares in
connection with any such acquisitions and investments.
In connection with the debt exchange completed in November 2003, we issued
679,495 shares of Series B Convertible Preferred Stock to noteholders who
tendered their notes in the exchange. The Series B Convertible Preferred Stock
is convertible into approximately 50 million shares of common stock at the
option of the holder. These preferred shares can be converted at any time prior
to July 31, 2013 at which point we will be required to redeem all
50
outstanding shares of Series B Convertible Preferred stock for $250 per share.
Shares of common stock issued in connection with the conversion of the Series B
Convertible Preferred Stock could adversely affect the market price of our
common stock.
OUR CERTIFICATE OF INCORPORATION AND BYLAWS INCLUDE PROVISIONS THAT MAY
DISCOURAGE A CHANGE OF CONTROL TRANSACTION OR MAKE REMOVAL OF MEMBERS OF THE
BOARD OF DIRECTORS MORE DIFFICULT.
Some provisions of our certificate of incorporation and bylaws could have
the effect of delaying, discouraging or preventing a change in control of us or
making removal of members of the Board of Directors more difficult. These
provisions include the following:
o a classified board, with each board member serving a three-year term;
o no authorization for stockholders to call a special meeting;
o no ability of stockholders to remove directors without cause;
o prohibition of action by written consent of stockholders; and
o advance notice for nomination of directors and for stockholder
proposals.
These provisions, among others, may have the effect of discouraging a third
party from making a tender offer or otherwise attempting to obtain control of
us, even though a change in ownership might be economically beneficial to us and
our stockholders.
THE PRICE OF OUR COMMON STOCK MAY BE VOLATILE, AND THIS MAY ADVERSELY
AFFECT OUR STOCKHOLDERS.
The market price of telecommunications and technology stocks recently have
experienced volatility. The market price of our common stock is likely to be
highly volatile and could be subject to wide fluctuations in response to factors
such as the following, some of which are beyond our control:
o quarterly variations in our operating results;
o operating results that vary from the expectations of securities
analysts and investors;
o changes in expectations as to our future financial performance,
including financial estimates by securities analysts and investors;
o changes in our relationship with Sprint;
o changes in laws and regulations;
o announcements by third parties of significant claims or proceedings
against us;
o changes in market valuations of telecommunications and other PCS
companies, including Sprint and PCS Affiliates of Sprint;
o announcements of technological innovations or new services by us or our
competitors;
o announcements by us or our competitors of significant contracts,
acquisitions, strategic partnerships, joint ventures or capital
commitments;
o announcements by Sprint concerning developments or changes in its
business, financial condition or results of operations, or in its
expectations as to future financial performance;
o actual or potential defaults by us under any of our agreements;
51
o actual or potential defaults in bank covenants by Sprint or PCS
Affiliates of Sprint, which may result in a perception that we are
unable to comply with our bank covenants;
o changes in results of operations, market valuations and investor
perceptions of Sprint, PCS Affiliates of Sprint or of other companies
in the telecommunications industry in general and the wireless industry
in particular, including our competitors;
o additions or departures of key personnel;
o release of transfer restrictions on our outstanding shares of common
stock or sales of additional shares of our common stock; and
o general stock market price and volume fluctuations.
RISKS RELATED TO THE WIRELESS PERSONAL COMMUNICATIONS SERVICES INDUSTRY
WE MAY CONTINUE TO EXPERIENCE A HIGH RATE OF SUBSCRIBER TURNOVER, WHICH
WOULD ADVERSELY AFFECT OUR FINANCIAL PERFORMANCE.
The wireless personal communications services industry in general, and
Sprint and its PCS Affiliates in particular, have experienced a higher rate of
subscriber turnover, commonly known as churn. We believe this higher churn rate
has resulted from Sprint's programs for marketing its services to sub-prime
credit quality subscribers, Sprint's relatively less established subscriber base
and Sprint's focus on adding subscribers from the consumer segment of industry
rather than business subscribers.
Due to, among other things, significant competition in our industry and
general economic conditions, our future churn rate may be higher than our
historical rate. Factors that may contribute to higher churn include:
o inability or unwillingness of subscribers to pay, which results in
involuntary deactivations, which accounted for approximately 40% of our
deactivations in the year ended December 31, 2003;
o subscriber mix and credit class, particularly sub-prime credit
subscribers, which accounted for approximately 27% of our gross
subscriber additions for the year ended December 31, 2003 and account
for approximately 23% of our subscriber base as of December 31, 2003;
o The number of Sprint PCS subscribers based in our territory that
receive our services under a contract, consisting of approximately 69%
of Sprint PCS subscribers based in our territory as of December 31,
2003. Of these subscribers under contracts, approximately 66% were
under contracts with original contract terms of two years or longer;
o the attractiveness of our competitors' products, services and pricing;
o network performance and coverage relative to our competitors;
o customer service;
o any increased prices for services in the future; and
o any future changes by us in the products and services we offer,
especially to the Clear Pay program.
An additional factor that may contribute to a higher churn rate is the
implementation of the FCC's WLNP requirement. The FCC regulations relating to
WLNP enable wireless subscribers to keep their telephone numbers when switching
to another carrier. As of November 24, 2003, all covered CMRS providers,
including broadband PCS, cellular and certain SMR licensees, must allow
customers to retain, subject to certain geographic limitations, their existing
telephone number when switching from one telecommunications carrier to another.
Current rules require that covered CMRS providers must provide WLNP in the 100
largest MSAs, in compliance with certain FCC performance criteria, upon request
from another carrier (CMRS provider or local exchange carrier). For MSAs outside
the largest 100, CMRS
52
providers that receive a request to allow an end user to port their number must
be capable of doing so within six months of receiving the request or within six
months after November 24, 2003, whichever is later. As of December 31, 2003,
approximately 18% of our subscriber base was located in markets within the 100
largest MSAs. The balance of our subscriber base is located in markets where
WLNP will be mandated no later than May 24, 2004. The overall impact of this
mandate is uncertain. We anticipate that the WLNP mandate will impose increased
operating costs on all CMRS providers, including us, and may result in higher
churn rates and subscriber acquisition and retention costs. If we are required
by Sprint to provide WLNP prior to our competitors in markets outside the 100
largest MSAs, we may be especially vulnerable to higher churn rates.
A high rate of subscriber turnover could adversely affect our competitive
position, liquidity, financial position, results of operations and our costs of,
or losses incurred in, obtaining new subscribers, especially because we
subsidize some of the costs of initial purchases of handsets by subscribers.
REGULATION BY GOVERNMENT AGENCIES AND TAXING AUTHORITIES MAY INCREASE OUR
COSTS OF PROVIDING SERVICE OR REQUIRE US TO CHANGE OUR SERVICES.
Our operations and those of Sprint may be subject to varying degrees of
regulation by the FCC, the Federal Trade Commission, the Federal Aviation
Administration, the Environmental Protection Agency, the Occupational Safety and
Health Administration and state and local regulatory agencies and legislative
bodies. Adverse decisions or regulations of these regulatory bodies could
negatively impact Sprint's operations and our costs of doing business. For
example, changes in tax laws or the interpretation of existing tax laws by state
and local authorities could subject us to increased income, sales, gross
receipts or other tax costs or require us to alter the structure of our current
relationship with Sprint.
CONCERNS OVER HEALTH RISKS POSED BY THE USE OF WIRELESS HANDSETS MAY REDUCE
THE CONSUMER DEMAND FOR OUR SERVICES.
Media reports have suggested that radio frequency emissions from wireless
handsets may:
o be linked to various health problems resulting from continued or
excessive use, including cancer;
o interfere with various electronic medical devices, including hearing
aids and pacemakers; and
o cause explosions if used while fueling an automobile.
Widespread concerns over radio frequency emissions may expose us to
potential litigation, discourage the use of wireless handsets or result in
additional regulation imposing restrictions or increasing requirements on the
location and operation of cell sites or the use or design of wireless handsets.
Any resulting decrease in demand for these services or increase in the cost of
complying with additional regulations could impair our ability to profitably
operate our business.
SIGNIFICANT COMPETITION IN THE WIRELESS COMMUNICATIONS SERVICES INDUSTRY
MAY RESULT IN OUR COMPETITORS OFFERING NEW SERVICES OR LOWER PRICES, WHICH COULD
PREVENT US FROM OPERATING PROFITABLY AND MAY CAUSE PRICES FOR OUR SERVICES TO
CONTINUE TO DECLINE IN THE FUTURE.
Competition in the wireless telecommunications industry is intense.
Competition has caused, and we anticipate that competition will continue to
cause the market prices for two-way wireless products and services to decline.
Our ability to compete will depend, in part, on our ability to anticipate and
respond to various competitive factors affecting the wireless telecommunications
industry. While we try to maintain and grow our ARPU, we cannot assure you that
we will be able to do so. If prices for our services continue to decline, it
could adversely affect our ability to grow revenue, which would have a material
adverse effect on our financial condition and our results of operations.
Our dependence on Sprint to develop competitive products and services and
the requirement that we obtain Sprint's consent for our subsidiaries to sell
non-Sprint approved equipment may limit our ability to keep pace with our
competitors on the introduction of new products, services and equipment. Some of
our competitors are larger than us, possess greater resources and more extensive
coverage areas, and may market other services, such as landline telephone
service, cable television and Internet access, along with their wireless
communications services. In addition, we may be at a competitive disadvantage
since we may be more highly leveraged than some of our competitors.
53
MARKET SATURATION COULD LIMIT OR DECREASE OUR RATE OF NEW SUBSCRIBER
ADDITIONS.
Intense competition in the wireless communications industry could cause
prices for wireless products and services to continue to decline. If prices
drop, then our rate of net subscriber additions will take on greater
significance in improving our financial condition and results of operations.
However, as our and our competitors' penetration rates in our markets increase
over time, our rate of adding net subscribers could decrease. If this decrease
were to happen, it could materially adversely affect our liquidity, financial
condition and results of operations.
ALTERNATIVE TECHNOLOGIES AND CURRENT UNCERTAINTIES IN THE WIRELESS MARKET
MAY REDUCE DEMAND FOR PCS PRODUCTS AND SERVICES.
The wireless communications industry is experiencing significant
technological change, as evidenced by the increasing pace of digital upgrades in
existing analog wireless systems, evolving industry standards, ongoing
improvements in the capacity and quality of digital technology, shorter
development cycles for new products and enhancements and changes in end-user
requirements and preferences. Technological advances and industry changes could
cause the technology used on our network to become obsolete. We rely on Sprint
for research and development efforts with respect to Sprint PCS products and
services and with respect to the technology used on our portion of the PCS
network of Sprint. Sprint may not be able to respond to such changes and
implement new technology on a timely basis, or at an acceptable cost.
If Sprint is unable to keep pace with these technological changes or
changes in the wireless communications market, the technology used on our
network or our business strategy may become obsolete. In addition, other
carriers are in the process of completing, or have completed, upgrades to 1xRTT,
or other 3G technologies. 3G technology provides high-speed, always-on Internet
connectivity and high-quality video and audio. As of December 31, 2003, we have
upgraded our network to CDMA 1xRTT, and are offering PCS Vision services, in
markets representing approximately 96% of the covered population in our
territory.
We also face competition from paging, dispatch and conventional mobile
radio operations, enhanced specialized mobile radio, called ESMR, and mobile
satellite service. In addition, future FCC regulation or Congressional
legislation may create additional spectrum allocations that would have the
effect of adding new entrants (and thus additional competitors) into the mobile
telecommunications market.
REGULATION BY GOVERNMENT OR POTENTIAL LITIGATION RELATING TO THE USE OF
WIRELESS PHONES WHILE DRIVING COULD ADVERSELY AFFECT OUR RESULTS OF OPERATIONS.
Some studies have indicated that some aspects of using wireless phones
while driving may impair drivers' attention in certain circumstances, making
accidents more likely. These concerns could lead to litigation relating to
accidents, deaths or serious bodily injuries, or to new restrictions or
regulations on wireless phone use, any of which also could have material adverse
effects on our results of operations. A number of U.S. states and local
governments are considering or have recently enacted legislation that would
restrict or prohibit the use of a wireless handset while driving a vehicle or,
alternatively, require the use of a hands-free telephone. Legislation and new
restrictions or government regulations that restrict or prohibit wireless phone
use could have a material adverse effect on our results of operations.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We do not engage in commodity futures trading activities and do not enter
into derivative financial instrument transactions for trading or other
speculative purposes. We also do not engage in transactions in foreign
currencies that could expose us to market risk.
We were subject to some interest rate risk on our senior secured credit
facility, which was permanently repaid and terminated in January 2004 with
proceeds from an offering of senior notes. To the extent that we incur any
floating rate financing in the future, we would be exposed to interest rate risk
on such indebtedness.
GENERAL HEDGING POLICIES - We entered into interest rate swap and collar
agreements to manage our exposure to interest rate changes on our variable rate
senior secured credit facility. We seek to minimize counterparty credit risk
through stringent credit approval and review processes, the selection of only
the most creditworthy counterparties, continual review and monitoring of all
counterparties and through legal review of contracts. We also control exposure
to
54
market risk by regularly monitoring changes in interest rate positions under
normal and stress conditions to ensure that they do not exceed established
limits. Our derivative transactions are used for hedging purposes only and
comply with board-approved policies. Senior management receives frequent status
updates of all outstanding derivative positions.
INTEREST RATE RISK MANAGEMENT - Our interest rate risk management program
focuses on minimizing exposure to interest rate movements, setting an optimal
mixture of floating- and fixed-rate debt. We have utilized interest rate swaps
and collars to adjust our risk profile relative to our floating rate senior
secured credit facility.
The following table presents the estimated future outstanding long-term
debt at the end of each year and future required annual principal payments for
each year then ended associated with the senior discount notes, senior notes,
capital leases and the credit facility financing based on our projected level of
long-term indebtedness. This table reflects information as of December 31, 2003
relating to our long-term indebtedness at that date. As previously discussed, we
completed an offering of $250 million of 8 1/2% senior notes due 2012 in January
2004. The proceeds from this offering were used to permanently repay and
terminate our senior secured credit facility and for general corporate purposes.
As this transaction occurred subsequent to December 31, 2003, the table below
does not indicate the repayment of the credit facility in 2004 nor does it
include the projected balances of the 8 1/2% senior notes that were issued in
2004.
YEARS ENDING DECEMBER 31,
------------------------------------------------------------------------------
2004 2005 2006 2007 2008 THEREAFTER
---- ---- ---- ---- ---- ----------
(DOLLARS IN MILLIONS)
Fixed Rate Instruments........................
12 7/8% senior discount notes (3).......... $ 6 $ 6 $ 6 $ 6 $ 6 $ --
Fixed interest rate..................... 12.875% 12.875% 12.875% 12.875% 12.875% 12.875%
Principal payments...................... -- -- -- -- -- 6
12% senior discount notes (3).............. $ 218 $ 233 $ 233 $ 233 $ 233 $ --
Fixed interest rate..................... 12.000% 12.000% 12.000% 12.000% 12.000% 12.000%
Principal payments...................... -- -- -- -- -- 233
12 1/2% senior notes....................... 12 12 12 12 12 --
Fixed interest rate..................... 12.500% 12.500% 12.500% 12.500% 12.500% 12.500%
Principal payments...................... -- -- -- -- -- 12
13 5/8% senior notes....................... 2 2 2 2 2 --
Fixed interest rate..................... 13.625% 13.625% 13.625% 13.625% 13.625% 13.625%
Principal payments...................... -- -- -- -- -- 2
11% senior notes........................... 251 251 251 251 251 --
Fixed interest rate..................... 11.000% 11.000% 11.000% 11.000% 11.000% 11.000%
Principal payments...................... -- -- -- -- -- 251
Capital leases................................
Total minimum lease payments (1)........... $ 1.208 $ 1.038 $ 0.888 $ 0.744 $ 0.599 $ --
Average Interest Rate...................... 12.000% 12.000% 12.000% 12.000% 12.000% 12.000%
Annual lease payments...................... 0.596 0.170 0.150 0.144 0.145 0.599
Variable Rate Instruments:
Senior Secured Credit Facility (2)......... $ 178 $ 133 $ 83 $ 18 $ -- $ --
Average Interest Rate (4).................. 7.250% 7.250% 7.250% 7.250% 7.250% 7.250%
Principal payments...................... 22 45 50 65 18 --
(1) These amounts represent the estimated minimum annual payments due under our
estimated capital lease obligations for the periods presented.
(2) The amount represents the estimated year-end balances under the credit
facility based on a projection of the funds borrowed under the facility
pursuant to our current plan of network build-out. The entire credit
facility was permanently repaid and terminated in January 2004 with the
proceeds from a senior notes offering as discussed previously.
(3) Interest will accrete on the 12 7/8% senior discount notes through February
2005 and on the 12% senior discount notes through July 31, 2005 at which
time the notes will begin to require cash payments of interest.
(4) The interest rate on the senior secured credit facility advances equaled,
at our option, either (i) the London Interbank Offered Rate adjusted for
any statutory reserves ("LIBOR"), or (ii) the base rate which is generally
the higher of the administrative agent's base rate, the federal funds
effective rate plus 0.50% or the administrative agent's base CD rate plus
0.50%, in each case plus an interest margin which is 4.00% for LIBOR
borrowings and 3.00% for base rate borrowings as of December 31, 2003. The
applicable interest margins were subject to reductions under a pricing grid
based on ratios of our total debt to our earnings before interest, taxes,
depreciation and amortization (as defined in the agreement governing the
senior secured credit facility). The
55
interest rate margins would have increased by an additional 200 basis
points in the event we failed to pay principal, interest or other amounts
as they became due and payable under the senior secured credit facility.
Our primary market risk exposure relates to:
o the interest rate risk on long-term and short-term borrowings;
o our ability to refinance our senior discount notes at maturity at
market rates; and
o the impact of interest rate movements on our ability to meet interest
expense requirements and meet financial covenants.
The 12 7/8% senior discount notes have a carrying value of $5.6 million and
a fair value which approximates $5.1 million. The 12% senior discount notes have
a carrying value of $194.0 million and a fair value which approximates $210.0
million. The 12 1/2% senior notes have a carrying value of $11.6 million and a
fair value which approximates $11.8 million. The 13 5/8% senior notes have a
carrying value of $2.5 million and a fair value which approximates $2.4 million.
The 11% senior notes have a carrying value of $250.8 million and a fair value
which approximates $272.1 million.
As a condition to the senior secured credit facility, we were required to
maintain one or more interest rate protection agreements in an amount equal to a
portion of the total debt under the credit facility. We do not hold or issue
financial or derivative financial instruments for trading or speculative
purposes. While we cannot predict our ability to refinance existing debt or the
impact that interest rate movements will have on our existing debt, we continue
to evaluate our financial position on an ongoing basis.
At December 31, 2003, we had entered into the following interest rate swaps
(dollars in thousands):
INSTRUMENT NOTIONAL TERM FAIR VALUE
---------- -------- ---- ----------
4.9475% Interest rate swap $21,690 3 years $ (413)
4.9350% Interest rate swap $28,340 3 years (443)
--------
$ (856)
========
These swaps are designated as cash flow hedges such that the fair value is
recorded as a liability in the December 31, 2003 consolidated balance sheet with
changes in fair value (net of tax) shown as a component of other comprehensive
income. The swaps were terminated in January 2004 upon the termination of the
senior secured credit facility.
We also entered into an interest rate collar (dollars in thousands) with
the following terms:
NOTIONAL MATURITY CAP STRIKE PRICE FLOOR STRIKE PRICE FAIR VALUE
-------- -------- ---------------- ------------------ ----------
$28,340 5/15/04 7.00% 4.12% $ (419)
This collar does not receive hedge accounting treatment such that the fair
value is reflected as a liability in the December 31, 2003 consolidated balance
sheet and the change in fair value has been reflected as an adjustment to
interest expense. The collar was terminated in January 2004 upon the termination
of the senior secured credit facility.
In addition to the swaps and collar discussed above, we purchased an
interest rate cap in February 2002 with a notional amount of $5,000 and a strike
price of 7.00%. This cap does not receive hedge accounting treatment and the
fair value reflected in the consolidated balance sheet at December 31, 2003 is
zero. This cap was terminated in January 2004 upon the termination of the senior
secured credit facility.
These fair value estimates are subjective in nature and involve
uncertainties and matters of considerable judgment and therefore, cannot be
determined with precision. Changes in assumptions could significantly affect
these estimates.
56
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Our financial statements required by this item are submitted as a separate
section of this annual report on Form 10-K. See "Financial Statements,"
commencing on page F-1 hereof.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
ITEM 9A. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures. Each of our Chief
Executive Officer and Chief Financial Officer has evaluated the
effectiveness of our disclosure controls and procedures (as such term
is defined in Rules 13a-14(c) and 15d-14(c) under the Exchange Act, as
of the end of the period covered by this annual report. Based on such
evaluation, such officers have concluded that, as of the end of the
period covered by this annual report, our disclosure controls and
procedures are effective in alerting them on a timely basis to material
information relating to us (including our consolidated subsidiaries)
required to be included in our reports filed or submitted under the
Exchange Act.
(b) Changes in Internal Controls over Financial Reporting. There have not
been any changes in our internal controls over financial reporting (as
such term is defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act) during our fiscal fourth quarter that have materially
affected, or are reasonably likely to materially affect, our internal
controls over financial reporting.
We place reliance on Sprint to adequately design its internal controls with
respect to the processes established to provide financial information and
other information to us and the other PCS Affiliates of Sprint. To address
this issue, Sprint engages its independent auditors to perform a periodic
evaluation of these controls and to provide a "Report on Controls Placed in
Operation and Tests of Operating Effectiveness for Affiliates" under
guidance provided in Statement of Auditing Standards No. 70. This report is
provided annually to us.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Information called for by Item 10 of Form 10-K is set forth under the
headings "Election of Directors of Alamosa" and "Executive Officers" in our
proxy statement for our 2004 annual meeting of stockholders (the "Proxy
Statement"), which is incorporated herein by reference. Information relating to
disclosure of delinquent Form 3, 4 and 5 filers is incorporated by reference to
the information appearing under the heading "Section 16(a) Beneficial Ownership
Reporting Compliance" in the Proxy Statement.
ITEM 11. EXECUTIVE COMPENSATION.
Information called for by Item 11 of Form 10-K is set forth under the
heading "Executive Officers and Executive Compensation" in the Proxy Statement,
which is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Information called for by Item 12 of Form 10-K is set forth under the
heading "Security Ownership of Certain Beneficial Owners and Management" in the
Proxy Statement, which is incorporated herein by reference. Information set
forth under the heading "Securities Authorized for Issuance Under Equity
Compensation Plans" in the Proxy Statement is also incorporated herein by
reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Information called for by Item 13 of Form 10-K is set forth under the
heading "Certain Relationships and Related Transactions" in the Proxy Statement,
which is incorporated herein by reference.
57
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Information called for by Item 14 of Form 10-K is set forth under the
heading "Principal Accounting Fees and Services" in the Proxy Statement,
which is incorporated herein by reference.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON FORM 8-K.
(a) The following documents are filed as part of this annual report on Form
10-K:
1. Financial Statements
Report of Independent Auditors, Consolidated Balance Sheets as of
December 31, 2003 and 2002, Consolidated Statements of Operations for
the years ended December 31, 2003, 2002 and 2001, Consolidated
Statements of Stockholders' Equity for the years ended December 31,
2003, 2002 and 2001, Consolidated Statements of Cash Flows for the
years ended December 31, 2003, 2002 and 2001.
Notes to Consolidated Financial Statements
2. Financial Statement Schedule
Report of Independent Auditors on Financial Statement Schedule
Consolidated Valuation and Qualifying Accounts
3. See the Exhibit Index following the signature pages hereto
(b) During the fourth quarter of 2003, Alamosa Holdings, Inc. filed the
following Current Reports on Form 8-K:
Current Report on Form 8-K filed on October 10, 2003 (Item 5) to report
an extension of the expiration date for an offer to exchange debt
securities
Current Report on Form 8-K filed on October 16, 2003 (Items 5 and 7) to
report an amendment to the terms of an offer to exchange debt
securities
Current Report on Form 8-K filed on October 24, 2003 (Item 5) to
furnish an earnings release
Current Report on Form 8-K filed on October 30, 2003 (Items 5 and 7) to
report an extension of the expiration date for an offer to
exchange debt securities
Current Report on Form 8-K filed on November 6, 2003 (Items 5 and 7) to
report an extension of the expiration date for an offer to
exchange debt securities
Current Report on Form 8-K filed on November 10, 2003 (Items 5 and 7)
to report an extension of the expiration date for an offer to
exchange debt securities
Current Report on Form 8-K filed on November 10, 2003 (Items 5 and 7)
to report an extension of the expiration date for an offer to
exchange debt securities
Current Report on Form 8-K filed on November 12, 2003 (Items 5 and 7)
to report the expiration of an offer to exchange debt securities
(c) See the Exhibit Index following the signature pages hereto.
58
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
ALAMOSA HOLDINGS, INC.
By: /s/ David E. Sharbutt
--------------------------------------
David E. Sharbutt
Chairman of the Board of Directors and
Chief Executive Officer
Date: March 15, 2004
Pursuant to the requirements of the Securities Exchange Act of 1934
thereunto, this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.
NAME TITLE DATE
--------------------------- ----------------------------- ----------------
/s/ David E. Sharbutt Chairman of the Board of March 15, 2004
------------------------- Directors and Chief Executive
David E. Sharbutt Officer (Principal Executive
Officer)
/s/ Kendall W. Cowan Chief Financial Officer and March 15, 2004
------------------------- Director (Principal Financial
Kendall W. Cowan and Accounting Officer)
Director March 15, 2004
-------------------------
Ray M. Clapp, Jr.
/s/ Scotty Hart Director March 15, 2004
-------------------------
Scotty Hart
Director March 15, 2004
-------------------------
Allen T. McInnes
/s/ Schuyler B. Marshall Director March 15, 2004
-------------------------
Schuyler B. Marshall
Director March 15, 2004
-------------------------
John F. Otto
/s/ Thomas F. Riley, Jr. Director March 15, 2004
-------------------------
Thomas F. Riley, Jr.
/s/ Michael V. Roberts Director March 15, 2004
-------------------------
Michael V. Roberts
/s/ Steven C. Roberts Director March 15, 2004
-------------------------
Steven C. Roberts
/s/ Jimmy R. White Director March 15, 2004
-------------------------
Jimmy R. White
59
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT TITLE
------ -------------
3.1 Amended and Restated Certificate of Incorporation of
Alamosa Holdings, Inc., filed as Exhibit 1.1 to the
Registration Statement on Form 8-A, dated February 14,
2001 (SEC File No. 000-32357) of Alamosa Holdings,
Inc., which exhibit is incorporated herein by
reference.
3.2 Amended and Restated Bylaws of Alamosa Holdings, Inc.,
filed as Exhibit 1.2 to the Registration Statement on
Form 8-A, dated February 14, 2001 (SEC File No.
000-32357) of Alamosa Holdings, Inc., which exhibit is
incorporated herein by reference.
3.3 Certificate of the Designations, Powers, Preferences
and Rights of Series B Convertible Preferred Stock,
filed as Exhibit 3.1 to Form 10-Q of Alamosa Holdings,
Inc. for the quarterly period ended September 30, 2003,
which exhibit is incorporated herein by reference.
3.4 Certificate of the Designations, Powers, Preferences
and Rights of Series C Convertible Preferred Stock,
filed as Exhibit 3.2 to Form 10-Q of Alamosa Holdings,
Inc. for the quarterly period ended September 30, 2003,
which exhibit is incorporated herein by reference.
4.1 Specimen Common Stock Certificate, filed as Exhibit 1.3
to the Registration Statement on Form 8-A, dated
February 14, 2001 (SEC File No. 000-32357) of Alamosa
Holdings, Inc., which exhibit is incorporated herein by
reference.
4.2 Form of Indenture for 12 7/8% Senior Discount Notes due
2010, by and among Alamosa PCS Holdings, Inc., the
Subsidiary Guarantors party thereto and Norwest Bank
Minnesota, N.A., as trustee, filed as Exhibit 4.1 to
Amendment No. 2 to the Registration Statement on Form
S-1, dated February 2, 2000 (Registration No.
333-93499) of Alamosa (Delaware), Inc. (formerly
Alamosa PCS Holdings, Inc.), which exhibit is
incorporated herein by reference.
4.3 Form of Global Note relating to the 12 7/8% Senior
Discount Notes due 2010, filed as Exhibit 4.2 to
Amendment No. 2 to the Registration Statement on Form
S-1, dated February 2, 2000 (Registration No.
333-93499) of Alamosa (Delaware), Inc. (formerly
Alamosa PCS Holdings, Inc.), which exhibit is
incorporated herein by reference.
4.4 Indenture for 12 1/2% Senior Notes due 2011, dated as
of January 31, 2001, by and among Alamosa (Delaware),
Inc., the Subsidiary Guarantors party thereto and Wells
Fargo Bank Minnesota, N.A., as trustee, filed as
Exhibit 4.4 to Form 10-K of Alamosa Holdings, Inc. for
the year ended December 31, 2000, which exhibit is
incorporated herein by reference.
4.5 Form of Global Note relating to the 12 1/2% Senior
Notes due 2011, filed as Exhibit 4.5 to Form 10-K of
Alamosa Holdings, Inc. for the year ended December 31,
2000, which exhibit is incorporated herein by
reference.
60
EXHIBIT
NUMBER EXHIBIT TITLE
------ -------------
4.6 First Supplemental Indenture for 12 7/8% Senior
Discount Notes due 2010, dated as of January 31, 2001,
among Alamosa Finance, LLC, Alamosa Limited, LLC,
Alamosa (Delaware), Inc. (on behalf of itself and the
Existing Subsidiary Guarantors) and Wells Fargo Bank
Minnesota, N.A. (formerly known as Norwest Bank
Minnesota, N.A.), as trustee, filed as Exhibit 4.6 to
Form 10-K of Alamosa Holdings, Inc. for the year ended
December 31, 2000, which exhibit is incorporated herein
by reference.
4.7 First Supplemental Indenture for 12 1/2% Senior Notes
due 2011, dated as of February 14, 2001, among Roberts
Wireless Communications, L.L.C., Roberts Wireless
Properties, LLC, Washington Oregon Wireless, LLC,
Alamosa Holdings, LLC, Alamosa Properties, L.P.,
Alamosa (Wisconsin) Properties, LLC, Washington Oregon
Wireless Properties, LLC, Washington Oregon Wireless
Licenses, LLC, Alamosa (Delaware), Inc. (on behalf of
itself and the Existing Subsidiary Guarantors) and
Wells Fargo Bank Minnesota, N.A., as trustee, filed as
Exhibit 4.7 to Form 10-K of Alamosa Holdings, Inc. for
the year ended December 31, 2000, which exhibit is
incorporated herein by reference.
4.8 Second Supplemental Indenture for 12 7/8% Senior
Discount Notes due 2010, dated as of February 14, 2001,
among Roberts Wireless Communications, L.L.C., Roberts
Wireless Properties, LLC, Washington Oregon Wireless,
LLC, Alamosa Holdings, LLC, Alamosa Properties, L.P.,
Alamosa (Wisconsin) Properties, LLC, Washington Oregon
Wireless Properties, LLC, Washington Oregon Wireless
Licenses, LLC, Alamosa (Delaware), Inc. (on behalf of
itself and the Existing Subsidiary Guarantors) and
Wells Fargo Bank Minnesota, N.A. (formerly known as
Norwest Bank Minnesota, N.A.), as trustee, filed as
Exhibit 4.8 to Form 10-K of Alamosa Holdings, Inc. for
the year ended December 31, 2000, which exhibit is
incorporated herein by reference.
4.9 Registration Rights Agreement, relating to 12 1/2%
Senior Notes due 2011, dated as of January 24, 2001, by
and among Alamosa (Delaware), Inc., the Subsidiary
Guarantors set forth on Schedule I thereo, Salomon
Smith Barney Inc., TD Securities (USA) Inc., Credit
Suisse First Boston Corporation, First Union
Securities, Inc., Lehman Brothers Inc., and Scotia
Capital (USA) Inc., filed as Exhibit 4.9 to Form 10-K
of Alamosa Holdings, Inc. for the year ended December
31, 2000, which exhibit is incorporated herein by
reference.
4.10 Rights Agreement, dated as of February 14, 2001, by and
between Alamosa Holdings, Inc. and Mellon Investors
Services LLC, as Rights Agent, including the form of
Certificate of Designation, Preferences and Rights of
Series A Preferred Stock attached as Exhibit 1 thereto
and the form of Rights Certificate attached as Exhibit
2 thereto, filed as Exhibit 1.4 to the Registration
Statement on Form 8-A, dated February 14, 2001
(Registration No. 000-32357) of Alamosa Holdings, Inc.,
which exhibit is incorporated herein by reference.
61
EXHIBIT
NUMBER EXHIBIT TITLE
------ -------------
4.11 Third Supplemental Indenture for 12 7/8% Senior
Discount Notes due 2010, dated as of March 30, 2001,
among SWLP, L.L.C., SWGP, L.L.C., Southwest PCS, L.P.,
Southwest PCS Properties, LLC, Southwest PCS Licenses,
LLC, Alamosa (Delaware), Inc. (on behalf of itself and
the Existing Subsidiary Guarantors) and Wells Fargo
Bank Minnesota, N.A., as trustee, filed as Exhibit 4.10
to the Registration Statement on Form S-4, dated May 9,
2001 (Registration No. 333-60572) of Alamosa
(Delaware), Inc., which exhibit is incorporated herein
by reference.
4.12 Second Supplemental Indenture for 12 1/2% Senior Notes
due 2011, dated as of March 30, 2001, among SWLP,
L.L.C., SWGP, L.L.C., Southwest PCS, L.P., Southwest
PCS Properties, LLC, Southwest PCS Licenses, LLC,
Alamosa (Delaware), Inc. (on behalf of itself and the
Existing Subsidiary Guarantors) and Wells Fargo Bank
Minnesota, N.A., as trustee, filed as Exhibit 4.11 to
the Registration Statement on Form S-4, dated May 9,
2001 (Registration No. 333-60572) of Alamosa
(Delaware), Inc., which exhibit is incorporated herein
by reference.
4.13 Indenture for 13 5/8% Senior Notes due 2011, dated
August 15, 2001, among Alamosa (Delaware), Inc., the
Subsidiary Guarantors party thereto, and Wells Fargo
Bank Minnesota, N.A., as trustee, filed as Exhibit 4.12
to the Registration Statement on Form S-4, dated August
28, 2001 (Registration No. 333-68538) of Alamosa
(Delaware), Inc., which exhibit is incorporated herein
by reference.
4.14 Form of Global Note relating to the 13 5/8% Senior
Notes due 2011, filed as Exhibit 4.13 to the
Registration Statement on Form S-4, dated August 28,
2001 (Registration No. 333-68538) of Alamosa
(Delaware), Inc., which exhibit is incorporated herein
by reference.
4.15 Registration Rights Agreement, dated August 7, 2001, by
and among Alamosa (Delaware), Inc., the Subsidiary
Guarantors set forth on Schedule I thereto, Salomon
Smith Barney Inc., TD Securities (USA) Inc., First
Union Securities, Inc., and Scotia Capital (USA) Inc.,
relating to the 13?% Senior Notes due 2011, filed as
Exhibit 4.14 to the Registration Statement on Form S-4,
dated August 28, 2001 (Registration No. 333-68538) of
Alamosa (Delaware), Inc., which exhibit is incorporated
herein by reference.
4.16 Indenture for 11% Senior Notes due 2010, dated as of
November 10, 2003, among Alamosa (Delaware), Inc., the
Subsidiary Guarantors party thereto and Wells Fargo
Bank Minnesota, N.A., as trustee, filed as Exhibit 4.1
to Form 10-Q of Alamosa Holdings, Inc. for the
quarterly period ended September 30, 2003, which
exhibit is incorporated herein by reference.
4.17 Global Note relating to the 11% Senior Notes due 2010,
filed as Exhibit 4.3 to Form 10-Q of Alamosa Holdings,
Inc. for the quarterly period ended September 30, 2003,
which exhibit is incorporated herein by reference.
62
EXHIBIT
NUMBER EXHIBIT TITLE
------ -------------
4.18 Indenture for 12% Senior Discount Notes due 2009, dated
as of November 10, 2003, among Alamosa (Delaware),
Inc., the Subsidiary Guarantors party thereto and Wells
Fargo Bank Minnesota, N.A., as trustee, filed as
Exhibit 4.2 to Form 10-Q of Alamosa Holdings, Inc. for
the quarterly period ended September 30, 2003, which
exhibit is incorporated herein by reference.
4.19 Global Note relating to the 12% Senior Discount Notes
due 2009, filed as Exhibit 4.4 to Form 10-Q of Alamosa
Holdings, Inc. for the quarterly period ended September
30, 2003, which exhibit is incorporated herein by
reference.
4.20 Fourth Supplemental Indenture for 12 7/8% Senior
Discount Notes due 2010, dated as of September 11,
2003, among Alamosa Holdings, Inc., Alamosa (Delaware),
Inc., the Subsidiary Guarantors set forth on Schedule I
thereto and Wells Fargo Bank Minnesota, N.A., as
trustee, filed as Exhibit 4.5 to Form 10-Q of Alamosa
Holdings, Inc. for the quarterly period ended September
30, 2003, which exhibit is incorporated herein by
reference.
4.21 Fifth Supplemental Indenture for 12 7/8% Senior
Discount Notes due 2010, dated as of October 29, 2003,
among Alamosa Holdings, Inc., Alamosa (Delaware), Inc.,
the Subsidiary Guarantors set forth on Schedule I
thereto and Wells Fargo Bank Minnesota, N.A., as
trustee, filed as Exhibit 4.6 to Form 10-Q of Alamosa
Holdings, Inc. for the quarterly period ended September
30, 2003, which exhibit is incorporated herein by
reference.
4.22 Third Supplemental Indenture for 12 1/2% Senior Notes
due 2011, dated as of September 11, 2003, among Alamosa
Holdings, Inc., Alamosa (Delaware), Inc., the
Subsidiary Guarantors set forth on Schedule I thereto
and Wells Fargo Bank Minnesota, N.A., as trustee, filed
as Exhibit 4.7 to Form 10-Q of Alamosa Holdings, Inc.
for the quarterly period ended September 30, 2003,
which exhibit is incorporated herein by reference.
4.23 Fourth Supplemental Indenture for 12 1/2% Senior
Discount Notes due 2011, dated as of October 29, 2003,
among Alamosa Holdings, Inc., Alamosa (Delaware), Inc.,
the Subsidiary Guarantors set forth on Schedule I
thereto and Wells Fargo Bank Minnesota, N.A., as
trustee, filed as Exhibit 4.8 to Form 10-Q of Alamosa
Holdings, Inc. for the quarterly period ended September
30, 2003, which exhibit is incorporated herein by
reference.
4.24 First Supplemental Indenture for 13 5/8% Senior Notes
due 2011, dated as of September 11, 2003, among Alamosa
Holdings, Inc., Alamosa (Delaware), Inc., the
Subsidiary Guarantors set forth on Schedule I thereto
and Wells Fargo Bank Minnesota, N.A., as trustee, filed
as Exhibit 4.9 to Form 10-Q of Alamosa Holdings, Inc.
for the quarterly period ended September 30, 2003,
which exhibit is incorporated herein by reference.
4.25 Second Supplemental Indenture for 13 5/8% Senior
Discount Notes due 2011, dated as of October 29, 2003,
among Alamosa Holdings, Inc., Alamosa (Delaware), Inc.,
the Subsidiary Guarantors set forth on Schedule I
thereto and Wells Fargo Bank Minnesota, N.A., as
trustee, filed as Exhibit 4.10 to Form 10-Q of Alamosa
Holdings, Inc. for the quarterly period ended September
30, 2003, which exhibit is incorporated herein by
reference.
63
EXHIBIT
NUMBER EXHIBIT TITLE
------ -------------
4.26* Indenture for 8 1/2% Senior Notes due 2012, dated as of
January 20, 2004, among Alamosa (Delaware), Inc., the
Subsidiary Guarantors party thereto and Wells Fargo
Bank Minnesota, N.A., as trustee.
4.27* Form of Global Note relating to the 8 1/2% Senior Notes
due 2012.
4.28* Registration Rights Agreement, dated as of January 20,
2004, by and among Alamosa (Delaware), Inc., the
Guarantors listed on the signature pages thereto, UBS
Securities LLC, Bear, Stearns & Co. Inc. and Lehman
Brothers Inc., relating to the 8 1/2% Senior Notes due
2012.
10.1 CDMA 1900 SprintCom Additional Affiliate Agreement
dated as of December 21, 1998, by and between Alamosa
PCS, LLC and Northern Telecom, Inc., filed as Exhibit
10.1 to Amendment No. 3 to the Registration Statement
on Form S-1, dated February 2, 2000 (Registration No.
333-89995), of Alamosa (Delaware), Inc. (formerly
Alamosa PCS Holdings, Inc.), which exhibit is
incorporated herein by reference.
10.2 Amendment No. 1 to DMS-MTX Cellular Supply Agreement
dated as of January 12, 1999, by and between Alamosa
PCS, LLC and Northern Telecom Inc., filed as Exhibit
10.2 to Amendment No. 3 to the Registration Statement
on Form S-1, dated February 2, 2000 (Registration No.
333-89995), of Alamosa (Delaware), Inc. (formerly
Alamosa PCS Holdings, Inc.), which exhibit is
incorporated herein by reference.
10.3 Amendment No. 2 to DMS-MTX Cellular Supply Agreement,
dated as of March 1, 1999, by and between Alamosa PCS,
LLC and Northern Telecom Inc., filed as Exhibit 10.3 to
Amendment No. 3 to the Registration Statement on Form
S-1, dated February 2, 2000 (Registration No.
333-89995), of Alamosa (Delaware), Inc. (formerly
Alamosa PCS Holdings, Inc.), which exhibit is
incorporated herein by reference.
10.4 Amendment No. 3 to DMS-MTX Cellular Supply Agreement,
dated as of August 11, 1999, by and between Alamosa
PCS, LLC and Northern Telecom Inc., filed as Exhibit
10.4 to Amendment No. 1 to the Registration Statement
on Form S-1, dated December 23, 1999 (Registration No.
333-89995), of Alamosa (Delaware), Inc. (formerly
Alamosa PCS Holdings, Inc.), which exhibit is
incorporated herein by reference.
10.5 Sprint PCS Management Agreement (Wisconsin), as amended
by Addendum I, dated as of December 6, 1999 by and
between Sprint Spectrum, L.P., WirelessCo, L.P. and
Alamosa Wisconsin Limited Partnership, filed as Exhibit
10.10 to Amendment No. 3 to the Registration Statement
on Form S-1, dated February 2, 2000 (Registration No.
333-89995), of Alamosa (Delaware), Inc. (formerly
Alamosa PCS Holdings, Inc.), which exhibit is
incorporated herein by reference.
64
EXHIBIT
NUMBER EXHIBIT TITLE
------ -------------
10.6 Sprint PCS Services Agreement (Wisconsin,) dated as of
December 6, 1999, by and between Sprint Spectrum, L.P.
and Alamosa Wisconsin Limited Partnership, filed as
Exhibit 10.11 to Amendment No. 3 to the Registration
Statement on Form S-1, dated February 2, 2000
(Registration No. 333-89995), of Alamosa (Delaware),
Inc. (formerly Alamosa PCS Holdings, Inc.), which
exhibit is incorporated herein by reference.
10.7 Sprint Trademark and Service Mark License Agreement
(Wisconsin), dated as of December 6, 1999, by and
between Sprint Communications Company, L.P. and Alamosa
Wisconsin Limited Partnership, filed as Exhibit 10.12
to Amendment No. 3 to the Registration Statement on
Form S-1, dated February 2, 2000 (Registration No.
333-89995), of Alamosa (Delaware), Inc. (formerly
Alamosa PCS Holdings, Inc.), which exhibit is
incorporated herein by reference.
10.8 Sprint Spectrum Trademark and Service Mark License
Agreement (Wisconsin), dated as of December 6, 1999, by
and between Sprint Spectrum, L.P. and Alamosa Wisconsin
Limited Partnership, filed as Exhibit 10.13 to
Amendment No. 3 to the Registration Statement on Form
S-1, dated February 2, 2000 (Registration No.
333-89995), of Alamosa (Delaware), Inc. (formerly
Alamosa PCS Holdings, Inc.), which exhibit is
incorporated herein by reference.
10.9 Engineering Service Contract, System Design and
Construction Inspection, dated as of July 27, 1998, as
amended, by and between Alamosa PCS, LLC and Hicks &
Ragland Engineering Co., Inc., filed as Exhibit 10.14
to Amendment No. 1 to the Registration Statement on
Form S-1, dated December 23, 1999 (Registration No.
333-89995), of Alamosa (Delaware), Inc. (formerly
Alamosa PCS Holdings, Inc.), which exhibit is
incorporated herein by reference.
10.10 Master Site Development and Lease Agreement, as
amended, dated as of August 1998, by and between
Alamosa PCS, LLC and Specialty Capital Services, Inc.,
filed as Exhibit 10.15 to Amendment No. 3 to the
Registration Statement on Form S-1, dated December 23,
1999 (Registration No. 333-89995), of Alamosa
(Delaware), Inc. (formerly Alamosa PCS Holdings, Inc.),
which exhibit is incorporated herein by reference.
10.11+ Amended and Restated Employment Agreement, dated as of
October 1, 2002, by and between Alamosa Holdings, Inc.
and David E. Sharbutt, filed as Exhibit 10.11 to Form
10-K of Alamosa Holdings, Inc. for the year ended
December 31, 2002, which exhibit is incorporated herein
by reference.
10.12+ Amended and Restated Employment Agreement, dated as of
October 1, 2002, by and between Alamosa Holdings, Inc.
and Kendall W. Cowan, filed as Exhibit 10.12 to Form
10-K of Alamosa Holdings, Inc. for the year ended
December 31, 2002, which exhibit is incorporated herein
by reference.
65
EXHIBIT
NUMBER EXHIBIT TITLE
------ -------------
10.13 Sprint PCS Management Agreement, as amended by Addendum
I, dated as of December 23, 1999, by and between Sprint
Spectrum, L.P., WirelessCo, L.P., Cox Communications
PCS, L.P., Cox CPS License, LLC, SprintCom, Inc. and
Alamosa PCS, LLC, filed as Exhibit 10.22 to Amendment
No. 2 to the Registration Statement on Form S-1, dated
January 19, 2000 (Registration No. 333-89995), of
Alamosa (Delaware), Inc. (formerly Alamosa PCS
Holdings, Inc.), which exhibit is incorporated herein
by reference.
10.14 Sprint PCS Services Agreement, dated as of December 23,
1999, by and between Sprint Spectrum, L.P. and Alamosa
PCS, LLC, filed as Exhibit 10.23 to Amendment No. 2 to
the Registration Statement on Form S-1, dated January
19, 2000 (Registration No. 333-89995), of Alamosa
(Delaware), Inc. (formerly Alamosa PCS Holdings, Inc.),
which exhibit is incorporated herein by reference.
10.15 Sprint Trademark and Service Mark License Agreement,
dated as of December 23, 1999, by and between Sprint
Communications Company, L.P. and Alamosa PCS, LLC,
filed as Exhibit 10.24 to Amendment No. 2 to the
Registration Statement on Form S-1, dated January 19,
2000 (Registration No. 333-89995), of Alamosa
(Delaware), Inc. (formerly Alamosa PCS Holdings, Inc.),
which exhibit is incorporated herein by reference.
10.16 Sprint Spectrum Trademark and Service Mark License
Agreement, dated as of December 23, 1999, by and
between Sprint Spectrum, L.P. and Alamosa PCS, LLC,
filed as Exhibit 10.25 to Amendment No. 2 to the
Registration Statement on Form S-1, dated January 19,
2000 (Registration No. 333-89995), of Alamosa
(Delaware), Inc. (formerly Alamosa PCS Holdings, Inc.),
which exhibit is incorporated herein by reference.
10.17 Amendment No. 4 to DMS-MTX Cellular Supply Agreement by
and between Alamosa PCS, LLC and Nortel Networks Inc.
(successor in interest to Northern Telecom Inc.)
effective as of February 8, 2000, filed as Exhibit
10.20 to Form 10-K of Alamosa (Delaware), Inc.
(formerly Alamosa PCS Holdings, Inc.) for the year
ended December 31, 1999, which exhibit is incorporated
herein by reference.
10.18 Amended and Restated Master Design Build Agreement,
dated as of March 21, 2000, by and between Texas
Telecommunications, LP and Alamosa Wisconsin Limited
Partnership and SBA Towers, Inc., filed as Exhibit
10.23 to Form 10-K of Alamosa (Delaware), Inc.
(formerly Alamosa PCS Holdings, Inc.) for the year
ended December 31, 1999, which exhibit is incorporated
herein by reference.
10.19+ Amended and Restated Employment Agreement dated as of
October 1, 2002, by and between Alamosa Holdings, Inc.
and Loyd I. Rinehart, filed as Exhibit 10.19 to Form
10-K of Alamosa Holdings, Inc. for the year ended
December 31, 2002, which exhibit is incorporated herein
by reference.
66
EXHIBIT
NUMBER EXHIBIT TITLE
------ -------------
10.20 Addendum II to Sprint PCS Management Agreement
(Wisconsin), dated as of February 3, 2000 and effective
as of February 8, 2000, by and among Sprint Spectrum
L.P., WirelessCo, L.P., Sprint Communications Company,
L.P. and Alamosa Wisconsin Limited Partnership, filed
as Exhibit 10.27 to Form 10-K of Alamosa Holdings, Inc.
for the year ended December 31, 2000, which exhibit is
incorporated herein by reference.
10.21 Addendum III to Sprint PCS Management Agreement
(Wisconsin), dated as of April 25, 2000 and effective
as of March 15, 2000, by and among Sprint Spectrum
L.P., WirelessCo, L.P., Sprint Communications Company,
L.P. and Alamosa Wisconsin Limited Partnership, filed
as Exhibit 10.28 to Form 10-K of Alamosa Holdings, Inc.
for the year ended December 31, 2000, which exhibit is
incorporated herein by reference.
10.22 Addendum IV to Sprint PCS Management Agreement
(Wisconsin), dated as of June 23, 2000, by and among
Sprint Spectrum L.P., WirelessCo, L.P., Sprint
Communications Company, L.P. and Alamosa Wisconsin
Limited Partnership, filed as Exhibit 10.29 to Form
10-K of Alamosa Holdings, Inc., for the year ended
December 31, 2000, which exhibit is incorporated herein
by reference.
10.23 Addendum V to Sprint PCS Management Agreement
(Wisconsin), dated as of February 14, 2001, by and
among Sprint Spectrum L.P., WirelessCo, L.P., Sprint
Communications Company, L.P. and Alamosa Wisconsin
Limited Partnership, filed as Exhibit 10.30 to Form
10-K of Alamosa Holdings, Inc. for the year ended
December 31, 2000, which exhibit is incorporated herein
by reference.
10.24 Addendum II to Sprint PCS Management Agreement, dated
as of February 3, 2000 and effective as of February 8,
2000, by and among Sprint Spectrum L.P., WirelessCo,
L.P., SprintCom, Inc., Cox Communications PCS, L.P.,
Cox PCS License, LLC, Sprint Communications Company,
L.P. and Texas Telecommunications, LP (successor in
interest to Alamosa PCS, LLC), filed as Exhibit 10.31
to Form 10-K of Alamosa Holdings, Inc., for the year
ended December 31, 2000, which exhibit is incorporated
herein by reference.
10.25 Addendum III to Sprint PCS Management Agreement, dated
as of April 25, 2000 and effective as of March 15,
2000, by and among Sprint Spectrum L.P., WirelessCo,
L.P., SprintCom, Inc., Cox Communications PCS, L.P.,
Cox PCS License, LLC, Sprint Communications Company,
L.P. and Texas Telecommunications, LP (successor in
interest to Alamosa PCS, LLC), filed as Exhibit 10.32
to Form 10-K of Alamosa Holdings, Inc. for the year
ended December 31, 2000, which exhibit is incorporated
herein by reference.
10.26 Addendum IV to Sprint PCS Management Agreement, dated
as of June 23, 2000, by and among Sprint Spectrum L.P.,
WirelessCo, L.P., SprintCom, Inc., Sprint
Communications Company, L.P., and Texas
Telecommunications, LP, filed as Exhibit 10.33 to Form
10-K of Alamosa Holdings, Inc. for the year ended
December 31, 2000, which exhibit is incorporated herein
by reference.
67
EXHIBIT
NUMBER EXHIBIT TITLE
------ -------------
10.27 Addendum V to Sprint PCS Management Agreement, dated as
of January 8, 2001, by and among Sprint Spectrum L.P.,
WirelessCo, L.P., SprintCom, Inc., Cox Communications
PCS, L.P., Cox PCS License, LLC, Sprint Communications
Company, L.P. and Texas Telecommunications, LP, filed
as Exhibit 10.34 to Form 10-K of Alamosa Holdings, Inc.
for the year ended December 31, 2000, which exhibit is
incorporated herein by reference.
10.28 Addendum VI to Sprint PCS Management Agreement, dated
as of February 14, 2001, by and among Sprint Spectrum
L.P., WirelessCo, L.P., Sprint Communications Company,
L.P. and Texas Telecommunications, LP, filed as Exhibit
10.35 to Form 10-K of Alamosa Holdings, Inc. for the
year ended December 31, 2000, which exhibit is
incorporated herein by reference.
10.29 Sprint PCS Management Agreement, dated as of June 8,
1998, as amended by Addenda I - VIII between Sprint
Spectrum L.P., SprintCom, Inc. and Roberts Wireless
Communications, L.L.C., filed as Exhibit 10.36 to Form
10-K of Alamosa Holdings, Inc. for the year ended
December 31, 2000, which exhibit is incorporated herein
by reference.
10.30 Sprint PCS Services Agreement, dated as of June 8,
1998, between Sprint Spectrum L.P. and Roberts Wireless
Communications, L.L.C., filed as Exhibit 10.37 to Form
10-K of Alamosa Holdings, Inc. for the year ended
December 31, 2000, which exhibit is incorporated herein
by reference.
10.31 Sprint Trademark and Service Mark License Agreement,
dated as of June 8, 1998, between Sprint Communications
Company, L.P. and Roberts Wireless Communications,
L.L.C., filed as Exhibit 10.38 to Form 10-K of Alamosa
Holdings, Inc. for the year ended December 31, 2000,
which exhibit is incorporated herein by reference.
10.32 Sprint Spectrum Trademark and Service Mark License
Agreement, dated as of June 8, 1998, between Sprint
Spectrum L.P. and Roberts Wireless Communications,
L.L.C., filed as Exhibit 10.39 to Form 10-K of Alamosa
Holdings, Inc. for the year ended December 31, 2000,
which exhibit is incorporated herein by reference.
10.33 Sprint PCS Management Agreement, dated as of January
25, 1999, as amended by Addenda I - III, between Sprint
Spectrum L.P., WirelessCo, L.P. and Washington Oregon
Wireless, LLC, filed as Exhibit 10.40 to Form 10-K of
Alamosa Holdings, Inc. for the year ended December 31,
2000, which exhibit is incorporated herein by
reference.
10.34 Sprint PCS Services Agreement, dated as of January 25,
1999, between Sprint Spectrum L.P. and Washington
Oregon Wireless, LLC, filed as Exhibit 10.41 to Form
10-K of Alamosa Holdings, Inc. for the year ended
December 31, 2000, which exhibit is incorporated herein
by reference.
68
EXHIBIT
NUMBER EXHIBIT TITLE
------ -------------
10.35 Sprint Trademark and Service Mark License Agreement,
dated as of January 25, 1999, between Sprint
Communications Company, L.P. and Washington Oregon
Wireless, LLC, filed as Exhibit 10.42 to Form 10-K of
Alamosa Holdings, Inc. for the year ended December 31,
2000, which exhibit is incorporated herein by
reference.
10.36 Sprint Spectrum Trademark and Service Mark License
Agreement, dated as of January 25, 1999, between Sprint
Spectrum L.P. and Washington Oregon Wireless, LLC,
filed as Exhibit 10.42 to Form 10-K of Alamosa
Holdings, Inc. for the year ended December 31, 2000,
which exhibit is incorporated herein by reference.
10.37 Amended and Restated Employment Agreement, dated as of
October 1, 2002, by and between Alamosa Holdings, Inc.
and Anthony Sabatino, filed as Exhibit 10.42 to Form
10-K of Alamosa Holdings, Inc. for the year ended
December 31, 2002, which exhibit is incorporated herein
by reference.
10.38+ Amended and Restated 1999 Long Term Incentive Plan,
filed as Exhibit 4.2 to the Registration Statement on
Form S-8, dated January 10, 2003 (Registration No. 333-
102460) of Alamosa Holdings, Inc., which exhibit is
incorporated herein by reference.
10.39+ Amended and Restated Alamosa Holdings, Inc. Employee
Stock Purchase Plan, filed as Exhibit 10.61 to the Form
10-Q of Alamosa Holdings, Inc. for the quarterly period
ended June 30, 2002, which exhibit is incorporated
herein by reference.
10.40 Addendum VI to Sprint PCS Management Agreement
(Wisconsin), dated as of March 30, 2001, by and among
Sprint Spectrum L.P., WirelessCo, L.P., Sprint
Communications Company, L.P. and Alamosa Wisconsin
Limited Partnership, filed as Exhibit 10.45 to the
Registration Statement on Form S-4, dated May 9, 2001
(Registration No. 333-60572) of Alamosa (Delaware),
Inc., which exhibit is incorporated herein by
reference.
10.41 Addendum VII to Sprint PCS Management Agreement, dated
as of March 30, 2001, by and among Sprint Spectrum
L.P., WirelessCo, L.P., Sprint Communications Company,
L.P. and Texas Telecommunications LP, filed as Exhibit
10.46 to the Registration Statement on Form S-4, dated
May 9, 2001 (Registration No. 333-60572), of Alamosa
(Delaware), Inc., which exhibit is incorporated herein
by reference.
10.42 Addendum IX to Sprint PCS Management Agreement, dated
as of March 30, 2001, by and among Sprint Spectrum
L.P., WirelessCo, L.P., Sprint Communications Company,
L.P. and Roberts Wireless Communications, filed as
Exhibit 10.47 to the Registration Statement on Form
S-4, dated May 9, 2001 (Registration No. 333-60572), of
Alamosa (Delaware), Inc., which exhibit is incorporated
herein by reference.
69
EXHIBIT
NUMBER EXHIBIT TITLE
------ -------------
10.43 Addendum IV to Sprint PCS Management Agreement, dated
as of March 30, 2001, by and among Sprint Spectrum
L.P., WirelessCo, L.P., Sprint Communications Company,
L.P. and Washington Oregon Wireless, LLC, filed as
Exhibit 10.48 to the Registration Statement on Form
S-4, dated May 9, 2001 (Registration No. 333-60572), of
Alamosa (Delaware), Inc., which exhibit is incorporated
herein by reference.
10.44 Sprint PCS Amended and Restated Management Agreement,
dated March 30, 2001, as amended by Addendum IV, by and
between Sprint Spectrum, L.P., SprintCom, Inc.,
WirelessCo, L.P., Sprint Communications Company, L.P.,
and Southwest PCS, L.P., filed as Exhibit 10.49 to the
Registration Statement on Form S-4, dated May 9, 2001
(Registration No. 333-60572) of Alamosa (Delaware),
Inc., which exhibit is incorporated herein by
reference.
10.45 Sprint PCS Services Agreement, dated July 10, 1998,
between Sprint Spectrum L.P. and Southwest PCS, L.P.,
filed as Exhibit 10.50 to the Registration Statement on
Form S-4, dated May 9, 2001 (Registration No.
333-60572) of Alamosa (Delaware), Inc., which exhibit
is incorporated herein by reference.
10.46 Sprint Trademark and Service Mark License Agreement,
dated July 10, 1998, between Sprint Communications
Company, L.P. and Southwest PCS, L.P., filed as Exhibit
10.51 to the Registration Statement on Form S-4, dated
May 9, 2001 (Registration No. 333-60572) of Alamosa
(Delaware), Inc., which exhibit is incorporated herein
by reference.
10.47 Sprint Spectrum Trademark and Service Mark License
Agreement, dated July 10, 1998, between Sprint Spectrum
L.P. and Southwest PCS, L.P., filed as Exhibit 10.52 to
the Registration Statement on Form S-4, dated May 9,
2001 (Registration No. 333-60572) of Alamosa
(Delaware), Inc., which exhibit is incorporated herein
by reference.
10.48+ Amended and Restated Employment Agreement dated as of
October 1, 2002 by and between Alamosa holdings, Inc.
and Margaret Z. Couch, filed as Exhibit 10.60 to Form
10-K of Alamosa Holdings, Inc. for the year ended
December 31, 2002, which exhibit is incorporated herein
by reference.
10.49+ Employment Agreement dated as of December 1, 2002 by
and between Alamosa Holdings, Inc. and Steven
Richardson, filed as Exhibit 10.62 to Form 10-K of
Alamosa Holdings, Inc. for the year ended December 31,
2002, which exhibit is incorporated herein by
reference.
10.50 Addendum VI to Sprint PCS Management Agreement and
Sprint PCS Services Agreement, dated as of September
12, 2003, by and among Sprint Spectrum L.P.,
WirelessCo, L.P., Sprint Communications Company L.P.
and Washington Oregon Wireless, LLC, filed as Exhibit
10.2 to Form 10-Q of Alamosa Holdings, Inc. for the
quarterly period ende September 30, 2003, which exhibit
is incorporated herein by reference.
70
EXHIBIT
NUMBER EXHIBIT TITLE
------ -------------
10.51 Addendum X to Sprint PCS Management Agreement and
Sprint PCS Services Agreement, dated as of September
12, 2003, by and among Sprint Spectrum L.P.,
WirelessCo, L.P., Sprint Communications Company L.P.
and Texas Telecommunications LP, filed as Exhibit 10.3
to Form 10-Q of Alamosa Holdings, Inc. for the
quarterly period ended September 30, 2003, which
exhibit is incorporated herein by reference.
10.52 Addendum V to Sprint PCS Management Agreement and
Sprint PCS Services Agreement, dated as of September
12, 2003, by and among Sprint Spectrum L.P.,
WirelessCo, L.P., Sprint Communications Company L.P.
and Southwest PCS, L.P., filed as Exhibit 10.4 to Form
10-Q of Alamosa Holdings, Inc. for the quarterly period
ended September 30, 2003, which exhibit is incorporated
herein by reference.
10.53 Addendum IX to Sprint PCS Management Agreement and
Sprint PCS Services Agreement, dated as of September
12, 2003, by and among Sprint Spectrum L.P.,
WirelessCo, L.P., Sprint Communications Company L.P.
and Alamosa Wisconsin Limited Partnership, filed as
Exhibit 10.5 to Form 10-Q of Alamosa Holdings, Inc. for
the quarterly period ended September 30, 2003, which
exhibit is incorporated herein by reference.
10.54 Addendum X to Sprint PCS Management Agreement and
Sprint PCS Services Agreement, dated as of September
12, 2003, by and among Sprint Spectrum L.P.,
WirelessCo, L.P., Sprint Communications Company L.P.
and Alamosa Missouri, LLC, filed as Exhibit 10.6 to
Form 10-Q of Alamosa Holdings, Inc. for the quarterly
period ended September 30, 2003, which exhibit is
incorporated herein by reference.
10.55 Settlement Agreement and Mutual Release, dated as of
September 12, 2003, by and among Sprint Spectrum L.P.,
SprintCom, Inc., Sprint Communications Company L.P.,
WirelessCo, L.P., Alamosa Holdings, Inc., Alamosa
(Delaware), Inc., Alamosa Missouri, LLC, Southwest PCS,
L.P., Washington Oregon Wireless LLC, Alamosa Wisconsin
Limited Partnership and Texas Telecommunications LP,
Filed as Exhibit 10.7 to Form 10-Q of Alamosa Holdings,
Inc. for the quarterly period ended September 30, 2003,
which exhibit is incorporated herein by reference.
10.56+ Amendment to the Amended and Restated Alamosa Holdings,
Inc. Employee Stock Purchase Plan, filed as Exhibit
10.8 to Form 10-Q of Alamosa Holdings, Inc. for the
quarterly period ended September 30, 2003, which
exhibit is incorporated herein by reference.
21.1 Subsidiaries of the Registrant, filed as Exhibit 21.1
to the Form 10-K of Alamosa Holdings, Inc. for the year
ended December 31, 2001, which exhibit is incorporated
herein by reference.
23.1* Consent of Independent Accountants.
31.1* Certification of CEO Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
71
EXHIBIT
NUMBER EXHIBIT TITLE
------ -------------
32.2* Certification of CFO Pursuant to 18 U.S.C. Section
1350, as adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
31.2* Certification of CFO Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
32.1* Certification of CEO Pursuant to 18 U.S.C. Section
1350, as adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
+ Exhibit is a management contract or compensatory plan.
* Exhibit is filed herewith.
72
ALAMOSA HOLDINGS, INC.
INDEX TO FINANCIAL STATEMENTS
Report of Independent Auditors.................................................................................... F-2
Consolidated Balance Sheets as of December 31, 2003 and December 31, 2002......................................... F-3
Consolidated Statements of Operations for the years ended December 31, 2003, 2002 and 2001........................ F-4
Consolidated Statements of Stockholders' Equity for the period from December 31, 2000 to December 31, 2003........ F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2003, 2002 and 2001........................ F-6
Notes to Consolidated Financial Statements........................................................................ F-7
Report of Independent Auditors on Financial Statement Schedule.................................................... F-41
Consolidated Valuation and Qualifying Accounts.................................................................... F-42
F-1
REPORT OF INDEPENDENT AUDITORS
To the Board of Directors and Stockholders of Alamosa Holdings, Inc.:
In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of operations, stockholders' equity and cash flows
present fairly, in all material respects, the financial position of Alamosa
Holdings, Inc. and its subsidiaries at December 31, 2003 and 2002, and the
results of their operations and their cash flows for each of the three years in
the period ended December 31, 2003 in conformity with accounting principles
generally accepted in the United States of America. These financial statements
are the responsibility of the Company's management; our responsibility is to
express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with auditing standards
generally accepted in the United States of America, which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
As discussed in Note 3 to the consolidated financial statements, the Company has
changed its method of accounting for goodwill and other intangible assets as a
result of adopting SFAS No. 142 as of January 1, 2002. See also Note 2 regarding
liquidity and capital resources.
PricewaterhouseCoopers LLP
Dallas, Texas
March 9, 2004
F-2
ALAMOSA HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except share amounts)
DECEMBER 31,
----------------------------
2003 2002
----------- -----------
ASSETS
Current assets:
Cash and cash equivalents $ 99,644 $ 61,737
Restricted cash 1 34,725
Customer accounts receivable, net 28,034 27,926
Receivable from Sprint 18,465 32,576
Interest receivable -- 973
Inventory 7,309 7,410
Prepaid expenses and other assets 9,763 7,239
Deferred customer acquisition costs 8,060 7,312
Deferred tax asset 4,572 5,988
----------- -----------
Total current assets 175,848 185,886
Property and equipment, net 434,840 458,946
Debt issuance costs, net 14,366 33,351
Early redemption option on preferred stock 21,687 --
Intangible assets, net 448,354 488,421
Other noncurrent assets 6,393 7,802
----------- -----------
Total assets $ 1,101,488 $ 1,174,406
=========== ===========
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 31,091 $ 27,203
Accrued expenses 37,325 34,903
Payable to Sprint 24,290 26,903
Interest payable 5,353 22,242
Deferred revenue 22,742 18,901
Current installments of capital leases 481 1,064
----------- -----------
Total current liabilities 121,282 131,216
----------- -----------
Long term liabilities:
Capital lease obligations 812 1,355
Other noncurrent liabilities 8,693 10,641
Deferred tax liability 15,966 27,694
Senior secured debt 200,000 200,000
Senior notes 464,424 668,862
----------- -----------
Total long term liabilities 689,895 908,552
----------- -----------
Total liabilities 811,177 1,039,768
----------- -----------
Commitments and contingencies (see Note 21) -- --
Redeemable convertible preferred stock:
Series B preferred stock, $.01 par value; 750,000 shares authorized;
679,495 shares issued and outstanding 228,606 --
Series C preferred stock, $.01 par value; 500,000 shares authorized;
no shares issued -- --
----------- -----------
Total redeemable convertible preferred stock 228,606 --
----------- -----------
Stockholders' equity:
Preferred stock, $.01 par value; 8,750,000 shares authorized; no shares issued -- --
Common stock, $.01 par value; 290,000,000 shares authorized;
95,401,557 and 94,171,938 shares issued and outstanding, respectively 954 942
Additional paid-in capital 800,992 800,260
Accumulated deficit (739,566) (664,720)
Unearned compensation (145) (294)
Accumulated other comprehensive loss, net of tax (530) (1,550)
----------- -----------
Total stockholders' equity 61,705 134,638
----------- -----------
Total liabilities and stockholders' equity $ 1,101,488 $ 1,174,406
=========== ===========
The accompanying notes are an integral part of the consolidated
financial statements.
F-3
ALAMOSA HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share amounts)
YEAR ENDED DECEMBER 31,
--------------------------------------------------
2003 2002 2001
------------ ------------ ------------
Revenues:
Subscriber revenues $ 452,396 $ 391,927 $ 231,145
Roaming revenues 150,772 139,843 99,213
------------ ------------ ------------
Service revenues 603,168 531,770 330,358
Product sales 27,882 23,922 26,781
------------ ------------ ------------
Total revenue 631,050 555,692 357,139
------------ ------------ ------------
Costs and expenses:
Cost of service and operation (excluding non-cash compensation
of $14, $4, and $0 for 2003, 2002, and 2001, respectively) 317,215 343,468 237,843
Cost of products sold 59,651 50,974 53,911
Selling and marketing (excluding non-cash compensation of $14,
$4, and $0 for 2003, 2002, and 2001, respectively) 112,626 119,059 110,052
General and administrative expenses (excluding non-cash
compensation of $508, $21, and ($916) for 2003, 2002, and
2001, respectively) 16,257 15,243 13,853
Depreciation and amortization 110,495 105,121 94,722
Impairment of goodwill -- 291,635 --
Impairment of property and equipment 2,243 1,194 --
Non-cash compensation 536 29 (916)
------------ ------------ ------------
Total costs and expenses 619,023 926,723 509,465
------------ ------------ ------------
Income (loss) from operations 12,027 (371,031) (152,326)
Gain on derivative instrument 2,858 -- --
Loss on debt extinguishment -- -- (5,472)
Debt exchange expenses (8,694) -- --
Interest and other income 948 3,459 11,664
Interest expense (99,914) (102,863) (81,730)
------------ ------------ ------------
Loss before income tax benefit (92,775) (470,435) (227,864)
Income tax benefit 17,929 67,086 80,441
------------ ------------ ------------
Net loss (74,846) (403,349) (147,423)
Preferred stock dividend (1,770) -- --
------------ ------------ ------------
Net loss attributable to common stockholders $ (76,616) $ (403,349) $ (147,423)
============ ============ ============
Net loss per common share, basic and diluted: $ (0.81) $ (4.33) $ (1.69)
============ ============ ============
Weighted average common shares outstanding, basic and diluted 94,088,853 93,048,883 87,077,350
============ ============ ============
The accompanying notes are an integral part of the consolidated
financial statements.
F-4
ALAMOSA HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Dollars in thousands, except share amounts )
FOR THE PERIOD FROM DECEMBER 31, 2000 TO DECEMBER 31, 2003
PREFERRED STOCK COMMON STOCK
COMPREHENSIVE ---------------- --------------------- ADDITIONAL ACCUMULATED
INCOME (LOSS) SHARES AMOUNT SHARES AMOUNT PAID-IN CAPITAL DEFICIT
------------- ------ ------ ------ ------ --------------- -------
Balance December 31, 2000 -- $ -- 61,359,856 $ 613 $ 245,845 $(113,948)
Net loss $(147,423) (147,423)
Net change in fair value of
derivative instruments qualifying
as cash flow hedges, net of tax
benefit of $540 (936)
---------
Total comprehensive loss $(148,359)
=========
Stock issued and options granted
in connection with acquisitions 30,649,990 307 545,868
Shares issued to employee stock
purchase plan 40,706 -- 365
Issuance of shares in
secondary offering 720,000 7 9,055
Exercise of stock options 15,945 -- 261
Forfeiture of variable
stock-based awards
Unearned compensation related to
forfeiture of variable stock-based
awards (2,028)
------ ------ ---------- ------ --------- ---------
Balance December 31, 2001 -- -- 92,786,497 927 799,366 (261,371)
Net loss $(403,349) (403,349)
Net change in fair value of
derivative instruments qualifying
as cash flow hedges, net of tax
benefit of $376 (614)
---------
Total comprehensive loss $(403,963)
=========
Shares issued to employee stock
purchase plan 585,191 6 570
Exercise of stock options 250 1 1
Restricted shares awarded to officers 800,000 8 323
Amortization of unearned
Compensation
------ ------ ---------- ------ ---------- ---------
Balance December 31, 2002 -- -- 94,171,938 942 800,260 (664,720)
Net loss $ (74,846) (74,846)
Net change in fair value of
derivative instruments qualifying
as cash flow hedges, net of tax
expense of $631 1,020
---------
Total comprehensive loss $ (73,826)
==========
Shares issued to employee stock
purchase plan 997,325 10 339
Exercise of stock options 29,740 -- 8
Shares awarded to directors 202,554 2 385
Amortization of unearned
compensation
------ ------ ---------- ----- ---------- ---------
Balance December 31, 2003 -- $ -- 95,401,557 $ 954 $ 800,992 (739,566)
====== ====== ========== ===== ========= =========
ACCUMULATED OTHER
UNEARNED COMPREHENSIVE
COMPENSATION LOSS TOTAL
------------ ----------------- -----
Balance December 31, 2000 $ (1,112) $ -- $ 131,398
Net loss (147,423)
Net change in fair value of
derivative instruments qualifying
as cash flow hedges, net of tax
benefit of $540 (936) (936)
Total comprehensive loss
Stock issued and options granted
in connection with acquisitions 546,175
Shares issued to employee stock
purchase plan 365
Issuance of shares in
secondary offering 9,062
Exercise of stock options 261
Forfeiture of variable
stock-based awards (916) (916)
Unearned compensation related to
forfeiture of variable stock-based
awards 2,028 --
-------- ------- ----------
Balance December 31, 2001 -- (936) 537,986
Net loss (403,349)
Net change in fair value of
derivative instruments qualifying
as cash flow hedges, net of tax
benefit of $376 (614) (614)
Total comprehensive loss
Shares issued to employee stock
purchase plan 576
Exercise of stock options 2
Restricted shares awarded to officers (323) 8
Amortization of unearned
Compensation 29 29
-------- ------- ---------
Balance December 31, 2002 (294) (1,550) 134,638
Net loss (74,846)
Net change in fair value of
derivative instruments qualifying
as cash flow hedges, net of tax
expense of $631 1,020 1,020
Total comprehensive loss
Shares issued to employee stock
purchase plan 349
Exercise of stock options 8
Shares awarded to directors 387
Amortization of unearned
compensation 149 149
-------- ------- ---------
Balance December 31, 2003 $ (145) (530) $ 61,705
======== ======= =========
The accompanying notes are an integral part of the consolidated
financial statements.
F-5
ALAMOSA HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
YEAR ENDED DECEMBER 31,
-------------------------------------------
2003 2002 2001
--------- --------- ---------
Cash flows from operating activities:
Net loss $ (74,846) $(403,349) $(147,423)
Adjustments to reconcile net loss to net cash provided by (used in)
operating activities:
Non-cash compensation 536 29 (916)
Non-cash interest expense (benefit) on derivative instruments (693) 464 656
Non-cash accretion of asset retirement obligation 565 -- --
Non-cash gain on derivative instruments (2,858) -- --
Provision for bad debts 13,451 40,285 17,490
Depreciation and amortization of property and equipment 70,428 64,702 45,963
Amortization of goodwill and intangibles 40,067 40,419 48,759
Amortization of financing costs included in interest expense 4,270 4,259 3,274
Amortization of discounted interest 329 395 165
Loss on debt extinguishment -- -- 5,472
Deferred tax benefit (17,929) (67,086) (80,441)
Interest accreted on discount notes 33,496 31,655 27,927
Impairment of property and equipment 2,243 1,194 --
Impairment of goodwill -- 291,635 --
Debt exchange expense 8,694 -- --
(Increase) decrease in, net of effects from acquisitions:
Receivables 1,525 (45,236) (47,895)
Inventory 101 (2,608) 1,275
Prepaid expenses and other assets (1,862) (6,440) (6,655)
Increase in, net of effects from acquisitions:
Accounts payable and accrued expenses (22,155) 23,105 18,594
--------- --------- ---------
Net cash provided by (used in) operating activities 55,362 (26,577) (113,755)
--------- --------- ---------
Cash flows from investing activities:
Proceeds from sale of assets 2,645 451 --
Purchases of property and equipment (38,625) (89,476) (143,731)
Repayment of notes receivable -- -- 11,860
Acquisition related costs -- -- (37,617)
Net change in short term investments -- 1,300 300
Change in restricted cash 34,724 59,968 (94,693)
Other -- 99 102
--------- --------- ---------
Net cash used in investing activities (1,256) (27,658) (263,779)
--------- --------- ---------
Cash flows from financing activities:
Equity offering proceeds -- -- 10,034
Equity offering costs -- -- (972)
Proceeds from issuance of senior notes -- -- 384,046
Proceeds from restricted stock -- 8 --
Borrowings under senior secured debt -- 12,838 253,000
Repayments of borrowings under senior secured debt -- -- (289,421)
Preferred stock issuance costs (4,352) -- --
Debt issuance costs capitalized (2,329) (1,351) (16,503)
Debt exchange expenses (8,694) -- --
Stock options exercised 8 2 238
Shares issued to employee stock purchase plan 349 576 365
Payments on capital leases (1,077) (773) (349)
Payment of fractional notes in debt exchange (104) -- --
--------- --------- ---------
Net cash provided by (used in) financing activities (16,199) 11,300 340,438
--------- --------- ---------
Net increase (decrease) in cash and cash equivalents 37,907 (42,935) (37,096)
Cash and cash equivalents at beginning of period 61,737 104,672 141,768
--------- --------- ---------
Cash and cash equivalents at end of period $ 99,644 $ 61,737 $ 104,672
========= ========= =========
Supplemental disclosure - cash paid for interest $ 79,401 $ 70,890 $ 27,804
========= ========= =========
Supplemental disclosure of non-cash investing and financing activities:
Capitalized lease obligations incurred $ 73 $ 613 $ 1,242
Change in accounts payable for purchase of
property and equipment 11,387 (20,450) 1,844
Asset retirement obligations capitalized 1,248 -- --
Preferred stock issued in debt exchange 214,129 -- --
Early redemption option on preferred stock 18,829 -- --
Liabilities assumed in connection with debt
issuance costs -- -- 15,954
Stock issued in connection with acquisitions -- -- 545,041
Stock options issued in connection with acquisitions -- -- 1,134
Obligations assumed in connection with acquisitions -- -- 253,686
The accompanying notes are an integral part of the consolidated
financial statements.
F-6
ALAMOSA HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
1. ORGANIZATION AND BUSINESS OPERATIONS
Alamosa Holdings, Inc. ("Alamosa Holdings") is a PCS Affiliate of Sprint
with the exclusive right to provide wireless personal communications
service under the Sprint brand name in a territory encompassing
approximately 15.8 million residents. Alamosa Holdings was formed in July
2000. Alamosa Holdings is a holding company and through its subsidiaries
provides wireless personal communications services, commonly referred to as
PCS, in the Southwestern, Northwestern and Midwestern United States.
Alamosa (Delaware), Inc. ("Alamosa (Delaware)"), a subsidiary of Alamosa
Holdings, was formed in October 1999 under the name "Alamosa PCS Holdings,
Inc." to operate as a holding company in anticipation of its initial public
offering. On February 3, 2000, Alamosa (Delaware) completed its initial
public offering. Immediately prior to the initial public offering, shares
of Alamosa (Delaware) were exchanged for Alamosa PCS LLC's ("Alamosa LLC")
membership interests, and Alamosa LLC became wholly owned by Alamosa
(Delaware). Alamosa Holdings and its subsidiaries are collectively referred
to in these consolidated financial statements as the "Company."
On December 14, 2000, Alamosa (Delaware) formed a new holding company
pursuant to Section 251(g) of the Delaware General Corporation Law. In that
transaction, each share of Alamosa (Delaware) was converted into one share
of the new holding company, and the former public company, which was
renamed "Alamosa (Delaware), Inc." became a wholly owned subsidiary of the
new holding company, which was renamed "Alamosa PCS Holdings, Inc."
On February 14, 2001, Alamosa Holdings became the new public holding
company of Alamosa PCS Holdings, Inc. ("Alamosa PCS Holdings") and its
subsidiaries pursuant to a reorganization transaction in which a wholly
owned subsidiary of Alamosa Holdings was merged with and into Alamosa PCS
Holdings. As a result of this reorganization, Alamosa PCS Holdings became a
wholly owned subsidiary of Alamosa Holdings, and each share of Alamosa PCS
Holdings common stock was converted into one share of Alamosa Holdings
common stock. Alamosa Holdings' common stock is quoted on the
Over-the-Counter Bulletin Board under the symbol "ALMO."
2. LIQUIDITY AND CAPITAL RESOURCES
Since inception, the Company has financed its operations through capital
contributions from owners, through debt financing and through proceeds
generated from public offerings of common stock. The proceeds from these
transactions have been used to fund the build-out of the Company's portion
of the PCS network of Sprint, subscriber acquisition costs and working
capital.
While the Company has incurred substantial net losses since inception and
negative cash flows from operating activities through 2002, the Company
generated approximately $55 million of cash flows from operating activities
for the year ended December 31, 2003. In November 2003, the Company
completed a debt exchange, as described in Note 11, that provided for
approximately $238 million of principal debt reduction.
As of December 31, 2003, the Company had $99,644 in cash and cash
equivalents and additional availability of $25,000 under its undrawn
revolving credit facility, subject to restrictions on drawing upon that
facility. In January 2004, the Company completed an offering of $250
million in senior notes the proceeds from which were used to permanently
repay and terminate its senior secured credit facility including the
undrawn revolving portion discussed above. The Company received net
proceeds from the January 2004 senior notes offering, after the repayment
of the senior secured credit facility and transaction costs, of
approximately $42 million which will be used for general corporate
purposes.
The Company believes that its cash on hand plus the additional liquidity
that it expects to generate from operations will be sufficient to fund
expected capital expenditures and to cover its working capital and debt
service requirements (including dividends on preferred stock) for at least
the next 12 months.
The Company's future liquidity will be dependent on a number of factors
influencing its projections of operating cash flows, including those
related to subscriber growth, average revenue per user, average monthly
F-7
ALAMOSA HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
churn and cost per gross addition. Should actual results differ
significantly from these assumptions, the Company's liquidity position
could be adversely affected and it could be in a position that would
require it to raise additional capital, which may or may not be available
on terms acceptable to the Company, if at all, and could have a material
adverse effect on the Company's ability to achieve its intended business
objectives.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION - The consolidated financial statements include
the accounts of the Company and its subsidiaries. All intercompany accounts
and transactions are eliminated.
CASH AND CASH EQUIVALENTS - Cash and cash equivalents include cash, money
market funds, and commercial paper with minimal interest rate risk and
original maturities of three months or less at the date of acquisition.
The carrying amount approximates fair value.
SHORT-TERM INVESTMENTS - The Company invests in highly liquid debt
instruments with strong credit ratings. Commercial paper investments with a
maturity greater than three months, but less than one year, at the time of
purchase are considered to be short-term investments. The carrying amount
of the investments approximates fair value due to their short maturity. The
Company maintains cash and cash equivalents and short-term investments with
certain financial institutions. The Company performs periodic evaluations
of the relative credit standing of those financial institutions that are
considered in the Company's investment strategy.
INVENTORY - Inventory consists of handsets and related accessories.
Inventories purchased for resale are carried at the lower of cost or market
using the first-in first-out method. Market is determined using replacement
cost which is consistent with industry practices. The Company also performs
an analysis to identify obsolete or excess handset inventory for models
that are no longer manufactured or are technologically obsolete and records
a reserve, as appropriate.
RESTRICTED CASH - Restricted cash of $34,725 at December 31, 2002 was held
in escrow to secure payment on certain of the Company's debt obligations.
The escrow requirements were fulfilled during 2003 and the remaining $1 in
the consolidated balance sheet at December 31, 2003 will be used in
connection with the first semi-annual interest payment on senior notes in
2004.
PROPERTY AND EQUIPMENT - Property and equipment are reported at cost less
accumulated depreciation. Costs incurred to design and construct the
wireless network in a market are classified as construction in progress.
When the wireless network for a particular market is completed and placed
into service, the related costs begin to be depreciated. Repair and
maintenance costs are charged to expense as incurred; significant renewals
and betterments are capitalized. When depreciable assets are retired or
otherwise disposed of, the related costs and accumulated depreciation are
removed from the respective accounts, and any gains or losses on
disposition are recognized in income. Property and equipment are
depreciated using the straight-line method based on estimated useful lives
of the assets.
Asset lives are as follows:
Buildings 10 years
Network equipment 5-10 years
Vehicles 5 years
Furniture and office equipment 7-10 years
Leasehold improvements are depreciated over the shorter of the remaining
term of the lease or the estimated useful life of the improvement.
F-8
ALAMOSA HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
Interest is capitalized in connection with the construction of the wireless
network. The capitalized interest is recorded as part of the asset to which
it relates and will be amortized over the asset's estimated useful life. No
interest costs were capitalized during 2003. During 2002, approximately
$265 in interest costs were capitalized. During 2001, approximately $1,752
in interest costs were capitalized. The remaining unamortized balance of
capitalized interest was approximately $1,807 as of December 31, 2003.
Microwave relocation includes costs and the related obligation incurred to
relocate incumbent microwave frequencies in the Company's service area.
Microwave relocation costs are amortized on a straight-line basis over 20
years beginning upon commencement of services in respective markets. The
amortization of microwave relocation costs was approximately $275, $287 and
$231 for the years ended December 31, 2003, 2002 and 2001, respectively.
SOFTWARE COSTS - In accordance with Statement of Position ("SOP") 98-1,
"Accounting for Costs of Computer Software Developed or Obtained for
Internal Use," certain costs related to the development or purchase of
internal-use software are capitalized and amortized over the estimated
useful life of the software. During fiscal 2003, 2002 and 2001, the Company
capitalized approximately $16, $838 and $1,228, respectively, in software
costs under SOP 98-1, which are being amortized over a five-year life. The
Company amortized computer software costs of approximately $749, $720 and
$533 during 2003, 2002 and 2001, respectively.
ADVERTISING COSTS - Advertising costs are expensed as incurred. Advertising
expenses totaled approximately $21,669, $26,574 and $25,857 during 2003,
2002 and 2001, respectively.
INCOME TAXES. - The Company presents income taxes pursuant to Statement of
Financial Accounting Standards ("SFAS") No. 109, "Accounting for Income
Taxes." SFAS No. 109 uses an asset and liability approach to account for
income taxes, wherein deferred taxes are provided for book and tax basis
differences for assets and liabilities. In the event differences between
the financial reporting basis and the tax basis of the Company's assets and
liabilities result in deferred tax assets, an evaluation of the probability
of being able to realize the future benefits indicated by such assets is
required. A valuation allowance is provided for a portion or all of the
deferred tax assets when there is sufficient uncertainty regarding the
Company's ability to recognize the benefits of the assets in future years.
See Note 15.
REVENUE RECOGNITION - The Company recognizes revenue as services are
performed. Sprint handles the Company's billings and collections and
retains 8% of billed service revenues from the Company's subscribers and
from non-Sprint wireless subscribers who roam onto the Company's portion of
the PCS network of Sprint. The amount retained by Sprint is recorded in
Cost of Service and Operations. Revenues generated from the sale of
handsets and accessories and from roaming services provided to Sprint
wireless customers who are not based in the Company's territories are not
subject to the 8% charge.
Prior to July 1, 2003, the Company deferred all customer activation fee
revenue and an equal amount of customer acquisition related expenses. These
deferred amounts were amortized over a three or one-year period depending
on the credit class of the respective customer, which approximates the
average life of that customer.
Effective July 1, 2003, the Company adopted the accounting provisions of
Emerging Issues Task Force ("EITF") Abstract No. 00-21, "Accounting for
Revenue Arrangements with Multiple Deliverables." Beginning July 1, 2003,
the Company began to allocate amounts charged to customers at the point of
activation between the sale of handsets and other equipment and the sale of
wireless telecommunications services in those transactions taking place in
distribution channels that are directly controlled by the Company. The
amounts charged at the point of activation typically consist of the
activation fee and the retail price of the equipment sold. This allocation
resulted in approximately $1,642 in activation fees being allocated to the
sale of handsets and other equipment for the year ended December 31, 2003.
F-9
ALAMOSA HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
For the years ended December 31, 2003, 2002 and 2001, the Company deferred
$8,300, $11,846 and $11,544, respectively, of activation fee revenue and
customer acquisition related expense. Amortization of deferred activation
fee revenue and customer acquisition related expense was $8,970, $7,920 and
$2,315 for the years ended December 31, 2003, 2002 and 2001, respectively.
At December 31, 2003, $5,605 of the remaining deferral was classified as
long-term.
Sprint and other PCS Affiliates of Sprint, pay the Company a roaming fee
for each minute that a Sprint wireless subscriber based outside of the
Company's territories roams on the Company's portion of the PCS network of
Sprint. Revenue from these services is recognized as the services are
performed. Similarly, the Company pays roaming fees to Sprint and other PCS
Affiliates of Sprint, when the Company's subscribers roam on the PCS
network of Sprint outside of the Company's territories. These costs are
recorded as a cost of service when incurred.
Product revenues, consisting of proceeds from sales of handsets and
accessories, are recorded net of an allowance for sales returns. The
allowance is estimated based on Sprint's handset return policy that allows
customers to return handsets for a full refund within 14 days of purchase.
When handsets are returned to the Company, the Company may be able to
reissue the handsets to customers at little additional cost. However, when
handsets are returned to Sprint for refurbishing, the Company will receive
a credit from Sprint, which will be less than the amount the Company
originally paid for the handset. The cost of products sold includes the
total cost of accessories and handsets sold through the Company's retail
stores (including sales to local indirect retailers). The cost of handsets
generally exceeds the retail sales price because the Company subsidizes the
price of handsets for competitive reasons. For handsets sold through
national indirect retailers (such as Radio Shack, Best Buy, etc.) and other
channels controlled by Sprint, the Company reimburses Sprint for the
subsidy incurred on such handsets activated within the Company's territory
and this cost is reflected in selling and marketing expenses.
GOODWILL AND INTANGIBLE ASSETS - Goodwill and other intangible assets were
recorded in connection with the acquisitions discussed in Note 4.
Identifiable intangibles consisted of the Sprint agreements and the
respective subscriber bases in place at the time of acquisition. The
intangible assets related to the Sprint agreements are being amortized on a
straight line basis over the remaining original term of the underlying
Sprint agreements or approximately 17.6 years. The subscriber base
intangible asset is being amortized on a straight line basis over the
estimated life of the acquired subscribers or approximately 3 years.
The Company adopted the provisions of SFAS No. 142, "Goodwill and Other
Intangible Assets," on January 1, 2002. SFAS No. 142 primarily addresses
the accounting for goodwill and intangible assets subsequent to their
initial recognition. The provisions of SFAS No. 142 (i) prohibit the
amortization of goodwill and indefinite-lived intangible assets, (ii)
require that goodwill and indefinite-lived intangible assets be tested
annually for impairment (and in interim periods if certain events occur
indicating that the carrying value of goodwill and indefinite-lived
intangible assets may be impaired), (iii) require that reporting units be
identified for the purpose of assessing potential future impairments of
goodwill and (iv) remove the forty-year limitation on the amortization
period of intangible assets that have finite lives. As of December 31,
2001, the Company had recorded $15.9 million in accumulated amortization of
goodwill. Upon the adoption of SFAS No. 142 the amortization of goodwill
was discontinued. As discussed in Note 8, in connection with the first
annual impairment testing of goodwill as of July 31, 2002 the Company
recorded an impairment charge of $291,635 which represented the entire
carrying value of goodwill at the time and the Company has no recorded
goodwill at December 31, 2003.
IMPAIRMENT OF LONG-LIVED ASSETS - If facts or circumstances indicate the
possibility of impairment of long-lived assets, including intangibles, the
Company will prepare a projection of future operating cash flows,
undiscounted and without interest. If based on this projection, the Company
does not expect to recover its carrying cost, an impairment loss equal to
the difference between the fair value of the asset and its carrying value
will be recognized in operating income.
F-10
ALAMOSA HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
STOCK BASED COMPENSATION - The Company has elected to follow Accounting
Principles Board Opinion ("APB") No. 25, "Accounting for Stock Issued to
Employees" and related interpretations in accounting for its employee stock
options. The Company has implemented the disclosure-only provisions of SFAS
No. 123, "Accounting for Stock Based Compensation." See Note 19.
For fixed stock options granted under these plans, the exercise price of
the option equals or exceeds the market value of the Company's common stock
on the date of grant. Accordingly, the Company does not record compensation
expense for any of the fixed stock options granted. For performance-based
options, compensation expense was recognized over the expected vesting
period of the options and was adjusted for changes in the number of options
expected to vest and the market value of the Company's common stock.
Compensation expense (credit) for the performance-based options amounted to
$0 in 2003, $0 in 2002, and $(916) in 2001.
The following table illustrates the effects on net loss and net loss per
share had the Company applied the fair value recognition provisions of SFAS
No. 123 to its stock-based employee compensation plans:
YEAR ENDED DECEMBER 31,
-------------------------------------
2003 2002 2001
--------- --------- ---------
Net loss - as reported $ (74,846) $(403,349) $(147,423)
Add: stock-based employee
compensation included in
reported Net loss, net of
related tax -- -- (916)
Deduct: stock-based employee
compensation expense determined
under fair value method,
net of related tax effects (8,067) (5,832) (5,639)
Preferred stock dividends (1,770) -- --
--------- --------- ---------
Net loss attributable to common
stockholders - pro forma $ (84,683) $(409,181) $(153,978)
========= ========= =========
Net loss per share - as reported
Basic and Diluted $ (0.81) $ (4.33) $ (1.69)
========= ========= =========
Net loss per share - pro forma
Basic and Diluted $ (0.90) $ (4.40) $ (1.77)
========= ========= =========
The pro forma amounts presented above may not be representative of the
future effects on reported net loss and net loss per share, since the pro
forma compensation expense is allocated over the periods in which options
become exercisable, and new option awards may be granted each year.
EARNINGS (LOSS) PER SHARE - Basic and diluted net loss per share of common
stock is computed by dividing net loss attributable to common stockholders
for each period by the weighted-average outstanding number of common
shares. No conversion of common stock equivalents has been assumed in the
calculations since the effect would be antidilutive (see Note 14). As a
result, the number of weighted-average outstanding common shares as well as
the amount of net loss per share are the same for basic and diluted net
loss per share calculations for all periods presented.
USE OF ESTIMATES - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities on the date
of the financial statements and the reported amounts of expenses during the
period. The most significant of such estimates include:
o Allowance for uncollectible accounts;
o Estimated customer life in terms of amortization of deferred
revenue and direct costs of acquisition;
o Likelihood of realizing benefits associated with temporary
differences giving rise to deferred tax assets; and
o Impairment of long-lived assets.
F-11
ALAMOSA HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
Actual results could differ from those estimates.
CONCENTRATION OF RISK - The Company maintains cash and cash equivalents in
accounts with financial institutions in excess of the amount insured by the
Federal Deposit Insurance Corporation. The Company monitors the financial
stability of these institutions regularly and management does not believe
there is significant credit risk associated with deposits in excess of
federally insured amounts.
The Company relies on Sprint to provide certain back-office functions such
as billing and customer care, activation of new subscribers, handset
logistics and technology development. Should Sprint be unable to provide
these services, the Company could be negatively impacted. See Note 16.
DERIVATIVE FINANCIAL INSTRUMENTS - The Company enters into derivative
financial instruments for the purpose of hedging specific exposures as part
of its risk management program and holds all derivatives for purposes other
than trading. Historically, the Company's use of such instruments has been
limited to interest rate swaps and collars. The Company currently uses
hedge accounting as prescribed in SFAS No. 133 "Accounting for Derivative
Instruments and Hedging Activities" with respect to its interest rate
swaps. As such, the fair values of these arrangements are recorded in the
consolidated balance sheet with changes in fair value being reported as a
component of other comprehensive income.
The interest rate collar arrangement does not qualify for hedge accounting
under SFAS No. 133 and as such, the fair value of the respective asset and
liability is recorded in the consolidated balance sheet with any change
during the period being reflected in the consolidated statement of
operations.
In addition to the hedging derivatives discussed above, the Company has
recorded a derivative instrument related to the early redemption feature in
the terms of the Series B Preferred Stock as discussed in Note 12. This
derivative is recorded at fair value in the consolidated balance sheet with
any change during the period being reflected in the consolidated statement
of operations.
RECLASSIFICATION - Certain reclassifications have been made to prior year
amounts to conform to the current year presentation. These
reclassifications had no effect on the results of operations or
stockholders' equity as previously reported.
EFFECTS OF RECENT ACCOUNTING PRONOUNCEMENTS - In June 2001, the Financial
Accounting Standards Board ("FASB") issued SFAS No. 143, "Accounting for
Asset Retirement Obligations." SFAS No. 143 requires the fair value of a
liability for an asset retirement obligation to be recognized in the period
that it is incurred if a reasonable estimate of fair value can be made. The
associated asset retirement costs are capitalized as part of the carrying
amount of the long-lived asset. SFAS No. 143 is effective for fiscal years
beginning after June 15, 2002. For the Company's leased telecommunication
facilities, primarily consisting of cell sites and switch site operating
leases and operating leases for retail and office space, the Company has
adopted SFAS No. 143 as of January 1, 2003.
As previously disclosed, upon adoption of SFAS No. 143, the Company had
concluded that, for its leased telecommunications facilities, a liability
could not be reasonably estimated due to (1) the Company's inability to
reasonably assess the probability of the likelihood that a lessor would
enforce the remediation requirements upon expiration of the lease term and
therefore its impact on future cash outflows, (2) the Company's inability
to estimate a potential range of settlement dates due to our ability to
renew site leases after the initial lease expiration and (3) the Company's
limited experience in abandoning cell site locations and actually incurring
remediation costs.
It is the Company's understanding that further clarification has been
provided by the Securities and Exchange Commission regarding the accounting
for asset retirement obligations and specifically relating to factors to
consider in determining the estimated settlement dates and the probability
of enforcement of the remediation obligation. Based on this information,
the Company revised certain of the estimates used in its original analysis
and calculated an asset retirement obligation for its leased
telecommunication facilities. The Company
F-12
ALAMOSA HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
determined that the aforementioned asset retirement obligations did not
have a material impact on its consolidated results of operations, financial
position or cash flows and recorded the asset retirement obligations in the
third quarter of 2003.
An initial asset retirement obligation of $1,213 was recorded and
classified in other non-current liabilities and a corresponding increase in
property and equipment of $1,213 were recorded in the third quarter of 2003
relating to obligations that existed upon the adoption of SFAS No. 143. The
Company incurred additional asset retirement obligations during the year
ended December 31, 2003 of $35 related to new leases entered into during
the year. Included in costs of services and operations in the Company's
statement of operations for the year ended December 31, 2003 is a charge of
$402 related to the cumulative accretion of the asset retirement
obligations as of the adoption of SFAS No. 143 as well as an additional
$163 in accretion recorded for the year ended December 31, 2003. Included
in depreciation and amortization expenses in the Company's statement of
operations for the year ended December 31, 2003 is a charge of $364 related
to the cumulative depreciation of the related assets recorded at the time
of the adoption of SFAS No. 143 as well as an additional $123 in
depreciation recorded for the year ended December 31, 2003. For purposes of
determining the asset retirement obligations, the Company has assigned a
100% probability of enforcement to the remediation obligations and has
assumed an average settlement period of 20 years.
In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements
No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
Corrections as of April 2002," which rescinded or amended various existing
standards. One change addressed by this standard pertains to treatment of
extinguishments of debt as an extraordinary item. SFAS No. 145 rescinds
SFAS No. 4, "Reporting Gains and Losses from Extinguishment of Debt" and
states that an extinguishment of debt cannot be classified as an
extraordinary item unless it meets the unusual or infrequent criteria
outlined in Accounting Principles Board Opinion No. 30 "Reporting the
Results of Operations -- Reporting the Effects of Disposal of a Segment of
a Business, and Extraordinary, Unusual and Infrequently Occurring Events
and Transactions." The provisions of this statement are effective for
fiscal years beginning after May 15, 2002 and extinguishments of debt that
were previously classified as an extraordinary item in prior periods that
do not meet the criteria in Opinion 30 for classification as an
extraordinary item shall be reclassified. The adoption of SFAS No. 145 in
the quarter ending March 31, 2003 has resulted in a reclassification of the
loss on extinguishment of debt that the Company previously reported as an
extraordinary item for the year ended December 31, 2001.
In June 2002, the FASB issued SFAS No. 146 "Accounting for Costs Associated
with Exit or Disposal Activities," which requires companies to recognize
costs associated with exit or disposal activities when they are incurred
rather than at the date of a commitment to an exit or disposal plan. The
provisions of this statement are effective for exit or disposal activities
initiated after December 31, 2002 and the adoption of this statement did
not have a material impact on the Company's results of operations,
financial position or cash flows.
In December 2002, the FASB issued SFAS No. 148 "Accounting for Stock-Based
Compensation-Transition and Disclosure," which is an amendment of SFAS No.
123 "Accounting for Stock-Based Compensation." This statement provides
alternative methods of transition for a voluntary change to the fair value
based method of accounting for stock-based employee compensation. In
addition, this statement amends the disclosure requirements of SFAS No. 123
to require prominent disclosures in both annual and interim financial
statements about the method of accounting for stock-based employee
compensation and the effect of the method used on reported results. The
provisions of this statement are effective for fiscal years ending after
and interim periods beginning after December 15, 2002. As the Company
continues to account for stock-based employee compensation using the
intrinsic value method under APB Opinion No. 25, the Company, as required,
has only adopted the revised disclosure requirements of SFAS No. 148 as of
December 31, 2002. (See Stock-Based Compensation section of this note.)
In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities," which amends and clarifies
financial accounting and reporting for derivative instruments, including
certain derivative instruments embedded in other contracts and for hedging
activities under SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities." This statement is effective for contracts entered into
or modified after June 30, 2003 and for hedging relationships designated
after June 30, 2003 and
F-13
ALAMOSA HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
did not have a material impact on the Company's results of operations,
financial position or cash flows.
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity."
This statement requires that an issuer classify a financial instrument that
is within its scope as a liability (or an asset in some circumstances) and
is effective for financial instruments entered into or modified after May
31, 2003, and otherwise is effective at the beginning of the first interim
period beginning after June 15, 2003, except for mandatorily redeemable
financial instruments of nonpublic entities. The adoption of this statement
did not have a material impact on the Company's results of operations,
financial position or cash flows.
The EITF issued EITF Abstract No. 00-21 "Accounting for Revenue
Arrangements with Multiple Deliverables" in May 2003. This Abstract
addresses certain aspects of the accounting by a vendor for arrangements
under which it will perform multiple revenue-generating activities.
Specifically, it addresses how consideration should be measured and
allocated to the separate units of accounting in the arrangement. The
guidance in this Abstract became effective for revenue arrangements entered
into in fiscal periods beginning after June 15, 2003 and the Company has
adopted the provisions of this abstract as of July 1, 2003 as discussed
previously in this note.
The Company has elected to apply the accounting provisions of this abstract
on a prospective basis beginning July 1, 2003. Prior to the adoption of the
provisions of this abstract the Company had deferred all activation fee
revenue as well as activation costs in a like amount and amortized these
revenues and costs over the average life of the Company's subscribers. The
existing deferred revenue and costs at July 1, 2003 will continue to be
amortized along with that portion of activation fees generated by customers
outside of distribution channels controlled by the Company. The adoption of
the accounting provisions of this abstract did not have a material impact
on the Company's results of operations, financial position or cash flows.
In November 2002, the FASB issued FASB Interpretation No. 45 ("FIN 45"),
"Guarantor's Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness of Others." FIN 45 requires
that upon issuance of a guarantee, a guarantor must recognize a liability
for the fair value of an obligation assumed under a guarantee. FIN 45 also
requires additional disclosures by a guarantor in its interim and annual
financial statements about the obligations associated with guarantees
issued. The recognition provisions of FIN 45 are effective for guarantees
issued after December 31, 2002, while the disclosure requirements were
effective for financial statements for periods ending after December 15,
2002. At December 31, 2003, the Company had not entered into any material
arrangement that would be subject to the disclosure requirements of FIN 45.
The Company adoption of FIN 45 did not have a material impact on the
Company's consolidated financial statements.
In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN 46" or
the "Interpretation"), "Consolidation of Variable Interest Entities, an
interpretation of ARB 51." The primary objectives of FIN 46 are to provide
guidance on the identification of entities for which control is achieved
through means other than through voting rights ("variable interest
entities" or "VIEs") and how to determine when and which business
enterprise should consolidate the VIE (the "primary beneficiary"). This new
model for consolidation applies to an entity which either (1) the equity
investors (if any) do not have a controlling financial interest or (2) the
equity investment at risk is insufficient to finance that entity's
activities without receiving additional subordinated financial support from
other parties. In addition, FIN 46 requires that both the primary
beneficiary and all other enterprises with a significant variable interest
in a VIE make additional disclosures. In December 2003, the FASB completed
deliberations of proposed modifications to FIN 46 ("Revised
Interpretations") resulting in multiple effective dates based on the nature
as well as the creation date of the VIE. For VIEs created prior to January
1, 2004, the Revised Interpretations must be applied no later than the
quarter ended March 31, 2004. The Revised Interpretations must be applied
to all VIEs created after January 1, 2004. Because the Company does not
believe that it has affiliations with any VIEs, this standard will not have
a material impact on the Company's consolidated financial statements.
F-14
ALAMOSA HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
4. MERGERS AND ACQUISITIONS
The Company completed the acquisitions of three PCS affiliates of Sprint
during the first quarter of 2001. On February 14, 2001, the Company
completed its acquisitions of Roberts Wireless Communications, L.L.C.
("Roberts") and Washington Oregon Wireless, LLC ("WOW"). On March 30, 2001,
the Company completed its acquisition of Southwest PCS Holdings, Inc.
("Southwest"). Each of these transactions was accounted for under the
purchase method of accounting and the results of the acquired companies are
included in these consolidated financial statements from the date of
acquisition.
The merger consideration in the Roberts acquisition consisted of 13.5
million shares of the Company's common stock and approximately $4.0 million
in cash. The Company also assumed the net debt of Roberts in the
transaction, which amounted to approximately $57 million as of February 14,
2001.
The merger consideration in the WOW acquisition consisted of 6.05 million
shares of the Company's common stock and approximately $12.5 million in
cash. The Company also assumed the net debt of WOW in the transaction,
which amounted to approximately $31 million as of February 14, 2001.
The merger consideration in the Southwest acquisition consisted of 11.1
million shares of the Company's common stock and approximately $5.0 million
in cash. The Company also assumed the net debt of Southwest in the
transaction, which amounted to approximately $81 million as of March 30,
2001.
The Company obtained independent valuations of Roberts, WOW and Southwest
to allocate the purchase price. The results of the allocations were as
follows:
ROBERTS WOW SOUTHWEST TOTAL
--------- --------- --------- ---------
Consideration:
Common stock issued $ 291,060 $ 130,438 $ 123,543 $ 545,041
Stock options granted 1,134 -- -- 1,134
Cash (including merger related costs) 8,940 15,962 12,715 37,617
--------- --------- --------- ---------
Total 301,134 146,400 136,258 583,792
--------- --------- --------- ---------
Allocated to:
Current assets 4,545 1,969 5,923 12,437
Property, plant and equipment 53,506 35,732 36,722 125,960
Intangible assets (other than goodwill) 258,300 116,400 187,000 561,700
Liabilities acquired (including deferred taxes) (185,452) (85,433) (152,955) (423,840)
--------- --------- --------- ---------
Goodwill $ 170,235 $ 77,732 $ 59,568 $ 307,535
========= ========= ========= =========
F-15
ALAMOSA HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
The unaudited pro forma condensed consolidated statements of operations for
the year ended December 31, 2001 set forth below, presents the results of
operations as if the acquisitions had occurred at the beginning of the
period and are not necessarily indicative of future results or actual
results that would have been achieved had these acquisitions occurred as of
the beginning of the period.
FOR THE YEAR ENDED
DECEMBER 31,
------------------
2001
----------
(unaudited)
Total revenues $ 376,061
==========
Loss before income tax benefit $ (251,600)
Income tax benefit 88,258
----------
Net loss $ (163,342)
==========
Basic and diluted net loss per share $ (1.77)
=========
5. ACCOUNTS RECEIVABLE
CUSTOMER ACCOUNTS RECEIVABLE - Customer accounts receivable represent
amounts owed to the Company by subscribers for PCS service. The amounts
presented in the consolidated balance sheets are net of an allowance for
uncollectible accounts of $6.0 million and $8.5 million at December 31,
2003 and 2002, respectively.
RECEIVABLE FROM SPRINT - Receivable from Sprint in the accompanying
consolidated balance sheets consists of the following:
DECEMBER 31,
---------------------
2003 2002
-------- --------
Net roaming receivable $ 8,589 $ 5,808
Access and interconnect revenue receivable
(payable) (15) (188)
Accrued service revenue 2,584 3,345
Customer payments due from Sprint -- 21,136
Service fee refund 6,418 2,475
Other amounts due from Sprint 889 --
-------- --------
$ 18,465 $ 32,576
======== ========
Net roaming receivable includes net travel revenue due from Sprint related
to PCS subscribers based outside of the Company's licensed territory who
utilize the Company's portion of the PCS network of Sprint. The travel
revenue receivable is net of amounts owed to Sprint related to the
Company's subscribers who utilize the PCS network of Sprint outside of the
Company's licensed territory. In addition, net roaming receivable also
includes amounts due from Sprint which have been collected from other PCS
providers for their customers' usage of the Company's portion of the PCS
network of Sprint.
Access and interconnect revenue receivable (payable) represents net amounts
due from Sprint for calls originated by a local exchange carrier ("LEC") or
an interexchange carrier ("IXC") that terminate on the Company's network.
Under the Company's affiliation agreements with Sprint, Sprint collects
this revenue from other carriers and remits 92% of those collections to the
Company. The $15 and $188 amounts owed to Sprint at December 31, 2003 and
2002, respectively, are the result of rate adjustments on previously
collected amounts.
F-16
ALAMOSA HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
On July 3, 2002, the Federal Communications Commission issued a ruling on a
dispute between AT&T, as an IXC, and Sprint. This ruling addressed wireless
carrier's ability to charge terminating access fees to the IXC for calls
terminated on a wireless network indicating that such fees could be
assessed; however the IXC would only be obligated to pay such fees if a
contract was in place providing for the payment of access charges. As a
result of this ruling, Sprint has requested that the Company refund
approximately $5.6 million in amounts that had been previously paid to the
Company by Sprint related to terminating access fees. The Company paid
approximately $1.4 million of this amount to Sprint in November 2003 in
connection with the amendments to the Sprint agreements entered into
related to the debt exchange discussed in Note 11. Although the Company has
contested the refund of the remaining amount, a liability has been recorded
in the consolidated financial statements as of December 31, 2003.
Accrued service revenue receivable represents the Company's estimate of
airtime usage charges that have been earned but not billed at the end of
the period.
Customer payments due from Sprint at December 31, 2002 relate to amounts
that had been collected by Sprint at the end of the period which were not
remitted to the Company until the subsequent period. Prior to the execution
of the amendments to the Company's agreements with Sprint in November 2003
as discussed in Note 16, customer payments were processed daily by Sprint
and the Company received its share of such collections on a weekly basis
under the terms of the affiliation agreements.
Included in the December 31, 2002 balance of customer payments due from
Sprint was $12,209 in amounts that were received by the Company subsequent
to year end related to payments that Sprint had collected from customers
from April 2000 to December 2002 that had not been passed on to the Company
due to the methodology that had been previously used by Sprint to allocate
cash received from customers.
Service fee refund due from Sprint at December 31, 2003 and 2002 related to
a refund of fees paid to Sprint for services such as billing and customer
care. Under the previous agreements with Sprint, these fees were determined
at the beginning of each year based on estimated costs and were adjusted
based on actual costs incurred by Sprint in providing the respective
services. This process changed effective December 1, 2003 under the new
agreements with Sprint as discussed in Note 16.
Other amounts due from Sprint at December 31, 2003 related to amounts owed
to the Company for the Company's portion of enhanced 911 charges billed to
customers and the Company's portion of certain revenue from resellers of
Sprint PCS products and services.
F-17
ALAMOSA HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
6. PROPERTY AND EQUIPMENT
Property and equipment consist of the following:
DECEMBER 31,
---------------------------
2003 2002
--------- ---------
Land and buildings $ 12,131 $ 12,086
Network equipment 572,058 535,672
Vehicles 1,835 1,756
Furniture and office equipment 18,118 18,062
--------- ---------
604,142 567,576
Accumulated depreciation (187,032) (122,060)
--------- ---------
Subtotal 417,110 445,516
--------- ---------
Microwave relocation costs 5,713 5,773
Accumulated amortization (1,074) (792)
--------- ---------
Subtotal 4,639 4,981
--------- ---------
Construction in progress:
Network equipment 11,338 7,673
Leasehold improvements 1,753 776
--------- ---------
Subtotal 13,091 8,449
--------- ---------
Total $ 434,840 $ 458,946
========= =========
During the year ended December 31, 2003 and 2002, the Company recorded
$2,243 and $1,194, respectively, in impairments of property and equipment.
Impairments in 2003 were primarily related to the abandonment of certain
network equipment that had become technologically obsolete. Impairments in
2002 were primarily related to the abandonment of a switching facility.
7. DEBT ISSUANCE COSTS
The Company defers direct costs associated with the issuance of long term
debt as well as the execution of amendments to loan agreements. These costs
are charged to interest expense over the life of the related debt using the
effective interest method. The following table summarizes the activity with
respect to debt issuance costs for the years ended December 31, 2003, 2002
and 2001.
FOR THE YEAR ENDED DECEMBER 31,
--------------------------------
2003 2002 2001
-------- -------- --------
Balance January 1 $ 33,351 $ 36,654 $ 13,108
Costs deferred 2,329 1,351 32,457
Amount charged to interest expense (4,599) (4,654) (3,439)
Costs charged in debt extinguishments (17,949) -- (5,472)
Troubled debt restructuring 1,234 -- --
-------- -------- --------
Balance December 31 $ 14,366 $ 33,351 $ 36,654
======== ======== ========
The costs charged in debt extinguishments in 2003 relate to the portion of
deferred loan costs attributable to notes that were tendered in connection
with the November 2003 debt exchange discussed in Note 11. This amount was
considered in determining the net excess of fair value given to noteholders
over the carrying value
F-18
ALAMOSA HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
of debt exchanged (including deferred loan costs) which represents the
$1,234 identified as troubled debt restructuring in the above table.
The costs charged in debt extinguishments in 2001 relate to net deferred
loan costs associated with a previous credit facility that were charged to
expense upon the early termination of that facility in 2001.
8. GOODWILL AND INTANGIBLE ASSETS
In connection with the acquisitions completed during 2001 discussed in Note
4, the Company allocated portions of the respective purchase prices to
identifiable intangible assets consisting of (i) the value of the Sprint
agreements in place at the acquired companies and (ii) the value of the
subscriber base in place at the acquired companies. In addition to the
identifiable intangibles, goodwill was recorded in the amount by which the
purchase price exceeded the fair value of the net assets acquired including
identified intangibles.
The value assigned to the Sprint agreements is being amortized using the
straight-line method over the remaining original terms of the agreements
that were in place at the time of acquisition or approximately 17.6 years.
The value assigned to the subscriber bases acquired is being amortized
using the straight-line method over the estimated life of the acquired
subscribers or approximately 3 years.
The Company adopted the provisions of SFAS No. 142, "Goodwill and Other
Intangible Assets," on January 1, 2002. SFAS No. 142 primarily addresses
the accounting for goodwill and intangible assets subsequent to their
initial recognition. The provisions of SFAS No. 142 (i) prohibit the
amortization of goodwill and indefinite-lived intangible assets, (ii)
require that goodwill and indefinite-lived intangible assets be tested
annually for impairment (and in interim periods if certain events occur
indicating that the carrying value may be impaired), (iii) require that
reporting units be identified for the purpose of assessing potential future
impairments of goodwill and (iv) remove the forty year limitation on the
amortization period of intangible assets that have finite lives. As of
December 31, 2001, the Company had recorded $15.9 million in accumulated
amortization of goodwill. Upon the adoption of SFAS No. 142 the
amortization of goodwill was discontinued. A purchase price allocation
adjustment of $1,718 was recorded in the first quarter of 2002 which
reduced goodwill by that amount.
SFAS No. 142 requires that goodwill and indefinite-lived intangible assets
be tested annually for impairment using a two-step process. The first step
is to identify a potential impairment by comparing the fair value of
reporting units to their carrying value and, upon adoption, must be
measured as of the beginning of the fiscal year. As of January 1, 2002, the
results of the first step indicated no potential impairment of the
Company's goodwill. The Company will perform this assessment annually and
the first such assessment was done as of July 31, 2002.
The annual assessment as of July 31, 2002 was performed with the assistance
of a nationally recognized appraisal firm. In performing the evaluation,
the appraisal firm used information from various sources including, but not
limited to, current stock price, transactions involving similar companies,
the business plan prepared by management and current and past operating
results of the Company. The appraisal firm used a combination of the
guideline transaction approach, the discounted cash flow approach and the
public price approach to determine the fair value of the Company which had
been determined to be the single reporting unit. The guideline transaction
approach used a sample of recent wireless service provider transactions to
determine an average price per POP and price per customer. The discounted
cash flow approach used the projected discounted future cash flows and
residual values of the Company to determine the indicated value of invested
capital. The public price approach was based on the market price for the
Company's publicly traded equity securities along with an estimated premium
for control. This was combined with the carrying value of the Company's
debt securities to arrive at the indicated value of invested capital. The
results of this valuation indicated that the fair value of the reporting
unit was less than the carrying amount.
Based on the indicated impairment resulting from this valuation, the
Company proceeded to the second step of the annual impairment testing which
involves allocating the fair value of the reporting unit to its
identifiable assets and liabilities as if the reporting unit had been
acquired in a business combination where the purchase
F-19
ALAMOSA HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
price is considered to be the fair value of the reporting unit. Any
unallocated purchase price is considered to be the implied fair value of
goodwill. The second step of this impairment test indicated that goodwill
had no value and an impairment charge of $291,635 was recorded in the third
quarter of 2002. This impairment charge is included as a separate line item
in the consolidated statements of operations for the year ended December
31, 2002.
The impairment of goodwill discussed above was deemed to be a "triggering
event" requiring impairment testing of the Company's other long-lived
assets, including intangibles, under SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." In performing this test,
assets are grouped according to identifiable cash flow streams and the
undiscounted cash flow over the life of the asset group is compared to the
carrying value of the asset group. No additional impairment was recorded as
a result of this test.
The trends in the wireless telecommunications industry that drove the
Company's decision to launch an exchange offer for its publicly traded debt
in 2003 as discussed in Note 11 were deemed to be a "triggering event"
again requiring impairment testing of the Company's other long-lived
assets, including intangibles. No impairment was recorded as a result of
this test.
Goodwill and intangible assets consist of:
DECEMBER 31, DECEMBER 31,
2003 2002
--------- ---------
Goodwill $ -- $ --
========= =========
Intangible assets:
Sprint affiliation and other agreements $ 532,200 $ 532,200
Accumulated amortization (85,692) (55,458)
--------- ---------
Subtotal 446,508 476,742
--------- ---------
Subscriber base acquired 29,500 29,500
Accumulated amortization (27,654) (17,821)
--------- ---------
Subtotal 1,846 11,679
--------- ---------
Intangible assets, net $ 448,354 $ 488,421
========= =========
Amortization expense related to intangible assets was $40,067, $40,419 and
$32,860 for the years ended December 31, 2003, 2002 and 2001, respectively.
Aggregate amortization expense relative to intangible assets for the
periods shown will be as follows:
YEAR ENDED DECEMBER 31,
-----------------------
2004 $ 32,079
2005 30,234
2006 30,234
2007 30,234
2008 30,234
Thereafter 295,339
--------
$448,354
========
F-20
ALAMOSA HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
The following tables present net loss and net loss per share as if the
provisions of SFAS No. 142 had been adopted January 1, 2001:
FOR THE YEAR ENDED DECEMBER 31,
-------------------------------------------
2003 2002 2001
--------- --------- -----------
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS:
Reported net loss $ (74,846) $(403,349) $ (147,423)
Add back: goodwill amortization -- -- 15,899
--------- --------- -----------
Adjusted net loss (74,846) (403,349) (131,524)
Preferred stock dividend (1,770) -- --
--------- --------- -----------
Adjusted net loss attributable to common stockholders
$ (76,616) $(403,349) $ (131,524)
========= ========= ===========
NET LOSS PER COMMON SHARE, BASIC AND DILUTED:
As reported $ (0.80) $ (4.33) $ (1.69)
Goodwill amortization -- -- 0.18
--------- --------- -----------
Adjusted $ (0.80) $ (4.33) $ (1.51)
========= ========= ===========
9. LEASES
OPERATING LEASES - The Company has various operating leases, primarily
related to rentals of tower sites and offices. These leases range from 5 to
10 years in length and generally provide for annual rent escalation based
on pre-determined amounts or percentages. The estimated increases in rent
are being recognized over the term of the leases using the straight-line
method. Rental expense was $33,358, $33,520 and $26,548 for 2003, 2002 and
2001, respectively. At December 31, 2003, the aggregate minimum rental
commitments under noncancelable operating leases for the periods shown are
as follows:
YEARS:
2004 $ 30,952
2005 31,103
2006 31,835
2007 32,426
2008 32,396
Thereafter 63,868
----------
Total $ 222,580
=========
CAPITAL LEASES - Capital leases consist of leases for rental of retail
space and switch usage. The net present value of the leases was $1,293 and
$2,419 at December 31, 2003 and 2002, respectively, and was included in
property and equipment. Accumulated amortization recorded under these
leases was $812 and $570 at December 31, 2003 and 2002, respectively. At
December 31, 2003 the future payments under capital lease obligations, less
imputed interest, are as follows:
F-21
ALAMOSA HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
YEARS:
2004 $ 596
2005 170
2006 150
2007 144
2008 145
Thereafter 599
-------
Total minimum lease payments 1,804
Less: imputed interest (511)
-------
Present value of minimum lease payments 1,293
Less: current installments (481)
-------
Long-term capital lease obligations at December 31, 2003 $ 812
=======
ASSET RETIREMENT OBLIGATIONS - For the Company's leased telecommunications
facilities, primarily consisting of cell sites and switch site operating
leases and operating leases for retail and office space, the Company has
adopted SFAS No. 143, "Accounting for Asset Retirement Obligations," as of
January 1, 2003. The obligations associated with the Company's operating
leases primarily relate to the restoration of the leased sites to specified
conditions described in the respective lease agreements. For purposes of
determining the amounts recorded as asset retirement obligations associated
with the respective leases, the Company has estimated the costs by type of
lease to be incurred upon the termination of the lease for restoration
costs, as adjusted for expected inflation. These costs have been discounted
back to the origination of the lease using an appropriate discount rate to
determine the amount of obligation to be recorded upon the inception of the
lease. The liability is accreted up to the expected settlement amount over
the life of the lease using the effective interest method. A corresponding
asset is recorded at the inception of the lease in the same amount as the
asset retirement obligation. This asset is depreciated using the same
method and life of similar network assets or leasehold improvements. Upon
the adoption of SFAS No. 143 on January 1, 2003, the accretion of asset
retirement obligations through December 31, 2002 was recorded in the amount
of $402. Additionally, the accumulated depreciation of the related assets
of $364 was recorded at that time.
The following table illustrates the activity with respect to asset
retirement obligations for the year ended December 31, 2003:
FOR THE YEAR
ENDED
DECEMBER 31,
2003
------------
Balance January 1 $ --
Initial liability recorded upon adoption of SFAS No. 143 1,213
Accumulated accretion recorded upon adoption of SFAS No. 143 402
Initial obligation recorded during the year 35
Obligations settled during the year --
Accretion of obligation during the year 163
Impact of revision in estimates --
------
Balance December 31 $1,813
======
F-22
ALAMOSA HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
10. LONG-TERM DEBT
Long-term debt consists of the following:
DECEMBER 31,
----------------------
2003 2002
-------- --------
SENIOR NOTES:
12 7/8% Senior Discount Notes, net of discount $ 5,556 $268,862
12% Senior Discount Notes, net of discount 193,995 --
12 1/2% Senior Notes 11,600 250,000
13 5/8% Senior Notes 2,475 150,000
11% Senior Notes 250,798 --
-------- --------
Total Senior Notes 464,424 668,862
SENIOR SECURED CREDIT FACILITY 200,000 200,000
-------- --------
TOTAL DEBT 664,424 868,862
Less current maturities -- --
-------- --------
LONG TERM DEBT, EXCLUDING CURRENT MATURITIES $664,424 $868,862
======== ========
SENIOR NOTES
12 7/8% SENIOR DISCOUNT NOTES - The 12 7/8% Senior Discount Notes were
issued in December 1999, mature February 15, 2010, carry a coupon rate of
12 7/8% and provide for interest deferral through February 15, 2005. The 12
7/8% Senior Discount Notes will accrete to their $6,389 face amount by
February 8, 2005, after which, interest will be paid in cash semiannually.
12% SENIOR DISCOUNT NOTES - The 12% Senior Discount Notes were issued in
November 2003 in connection with the debt exchange discussed in Note 11.
The 12% Senior Discount Notes mature July 31, 2009, carry a coupon rate of
12% and provide for interest deferral through July 31, 2005. The 12% Senior
Discount Notes will accrete to their $233 million face amount by July 31,
2005, after which, interest will be paid in cash semiannually.
12 1/2% SENIOR NOTES - The 12 1/2% Senior Notes were issued in January
2001, mature February 1, 2011 and carry a coupon rate of 12 1/2%, payable
semiannually on February 1 and August 1.
Approximately $59.0 million of the proceeds of the 12 1/2% Senior Notes
Offering were used by Alamosa (Delaware) to establish a security account
(with cash or U.S. government securities) to secure on a pro rata basis the
payment obligations under the 12 1/2% Senior Notes and the 12 7/8% Senior
Discount Notes. As of December 31, 2003, all of the escrowed proceeds had
been used in connection with payment of cash interest.
13 5/8% SENIOR NOTES -The 13 5/8% Senior Notes were issued in August 2001,
mature August 15, 2011 and carry a coupon rate of 13 5/8% payable
semiannually on February 15 and August 15. Approximately $39.1 million of
the proceeds of the 13 5/8% Senior Notes were used by Alamosa (Delaware) to
establish a security account to secure on a pro rata basis the payment
obligations under all of the Company's unsecured borrowings. As of December
31, 2003, all of the escrowed proceeds had been used in connection with
payment of cash interest.
11% SENIOR NOTES - The 11% Senior Notes were issued in November 2003 in
connection with the debt exchange discussed in Note 11. The 11% Senior
Notes mature July 31, 2010 and carry a coupon rate of 11%, payable
semiannually on January 31 and July 31.
F-23
ALAMOSA HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
Significant terms of the senior notes include:
o RANKING - The senior unsecured obligations of Alamosa (Delaware) are
equal in right of payment to all future senior debt of Alamosa
(Delaware) and senior in right of payment to all future subordinated
debt of Alamosa (Delaware).
o GUARANTEES - The senior unsecured obligations will rank equally with
all existing and future senior debt and senior to all existing and
future subordinated debt. The obligations are fully and
unconditionally, jointly and severally guaranteed on a senior
subordinated, unsecured basis, by all the existing and any future
restricted subsidiaries of Alamosa (Delaware) with the exception of
Alamosa Delaware Operations, LLC, a wholly owned subsidiary of Alamosa
(Delaware). Additionally, the 12 7/8% Senior Discount Notes, the 12
1/2% Senior Notes and the 13 5/8% Senior Notes are also guaranteed by
the Company. The financial statements of Alamosa (Delaware), Inc. and
financial information related to its guarantor subsidiaries are
included in Alamosa (Delaware)'s Form 10-K.
o OPTIONAL REDEMPTION - The Company may use net proceeds of an equity
offering to redeem up to 35% of the accreted value of the senior notes
through the dates and at the redemption prices below.
OPTION THROUGH REDEMPTION PRICE
-------------- ----------------
12% Senior Discount Notes July 31, 2006 112.000%
12 1/2% Senior Notes January 31, 2004 112.500%
13 5/8% Senior Notes August 15, 2004 113.625%
11% Senior Notes July 31, 2007 111.000%
Additionally, the senior unsecured obligations contain call options as
follows:
REDEMPTION PRICE
----------------------------------------------------------------------------------------------
12 7/8% SENIOR 12% SENIOR 12 1/2% 13 5/8% 11% SENIOR
DISCOUNT NOTES DISCOUNT NOTES SENIOR NOTES SENIOR NOTES NOTES
----------------------------------------------------------------------------------------------
YEAR ENDING YEAR ENDING YEAR ENDING YEAR ENDING YEAR ENDING
FEBRUARY 15, JULY 31, JANUARY 31, AUGUST 15, JULY 31,
----------------------------------------------------------------------------------------------
2006 106.438% 106.000% N/A N/A N/A
2007 104.292% 103.000% 106.250% 106.813% 105.500%
2008 102.146% 101.500% 104.167% 104.542% 102.750%
2009 100.000% 100.000% 102.083% 102.271% 101.375%
Thereafter 100.000% 100.000% 100.000% 100.000% 100.000%
o CHANGE OF CONTROL - Upon a change of control as defined by the
respective offerings, the Company will be required to make an offer to
purchase the notes at a price equal to 101% of the accreted value for
the 12 7/8% Senior Discount Notes and 12% Senior Discount Notes and
101% of the face amount for the 12 1/2% Senior Notes, 13 5/8% Senior
Notes and 11% Senior Notes.
o RESTRICTIVE COVENANTS - The indentures governing the 12% senior
discount notes and the 11% senior notes contain covenants that, among
other things and subject to important exceptions, limit our ability
and the ability of our subsidiaries to incur additional debt, issue
preferred stock, pay dividends, redeem capital stock or make other
restricted payments or investments as defined by the indentures,
create liens on assets, merge, consolidate or dispose of assets, or
enter into transactions with affiliates and change lines of business.
The indentures contain cross-default provisions relative to other
material indebtedness. The indentures governing the 12 7/8% senior
discount notes, the 12 1/2% senior notes and the 11 5/8% senior notes,
contain no covenant protection with the exception of the restriction
on asset sales.
F-24
ALAMOSA HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
o SECURITY AGREEMENT - Concurrently with the closing of the 12 1/2%
Senior Notes, Alamosa (Delaware) deposited $59.0 million with the
collateral agent, to secure on a pro rata basis the payment
obligations of Alamosa (Delaware) under the 12 1/2% Senior Notes and
the 12 7/8% Senior Discount Notes. The amount deposited in the
security account, together with the proceeds from the investment
thereof, will be sufficient to pay when due the first four interest
payments on the 12 1/2% Senior Notes. Funds will be released from the
security account to make interest payments on the 12 1/2% Senior Notes
or the 12 7/8% Senior Discount Notes as they become due, so long as
there does not exist an event of default with respect to the 12 1/2%
Senior Notes or the 12 7/8% Senior Discount Notes. Approximately $39.1
million of the proceeds of the 13 5/8% Notes Offering were similarly
used to establish a security account to secure on a pro rata basis the
payment obligations under the 13 5/8% Senior Notes, the 12 1/2% Senior
Notes and the 12 7/8% Senior Discount Notes. As of December 31, 2003,
all of these escrowed funds had been used for interest payments.
SENIOR SECURED OBLIGATIONS
SENIOR SECURED CREDIT FACILITY - On February 14, 2001, the Company, Alamosa
(Delaware) and Alamosa Holdings, LLC, as borrower, entered into a $280
million senior secured credit facility (the "Senior Secured Credit
Facility") with Citicorp USA, as administrative agent, and collateral
agent, Toronto Dominion (Texas), Inc., as syndication agent; EDC as
co-documentation agent; First Union National Bank, as documentation agent,
and a syndicate of banking and financial institutions. On March 30, 2001,
the Senior Secured Credit Facility was amended to increase the facility to
$333 million in relation to the acquisition of Southwest. The Senior
Secured Credit Facility was again amended in August 2001 to reduce the
maximum borrowing to $225 million consisting of a 7-year senior secured
12-month delayed draw term loan facility of $200 million and a 7-year
senior secured revolving credit facility in an aggregate principal amount
of up to $25 million.
On September 26, 2002, the Company further amended the Senior Secured
Credit Facility, to among other things, modify certain financial and
statistical covenants. Under the Senior Secured Credit Facility, interest
will accrue, at Alamosa Holdings, LLC's option: (i) at the London Interbank
Offered Rate adjusted for any statutory reserves ("LIBOR"), or (ii) the
base rate which is generally the higher of the administrative agent's base
rate, the federal funds effective rate plus 0.50% or the administrative
agent's base CD rate plus 0.50%, in each case plus an interest margin which
was initially 4.00% for LIBOR borrowings and 3.00% for base rate
borrowings. In connection with the September 26, 2002 amendment, the
initial margin was increased to 4.25% for LIBOR borrowings and 3.25% for
base rate borrowings. The applicable interest margins are subject to
reductions under a pricing grid based on ratios of Alamosa Holdings, LLC's
total debt to its earnings before interest, taxes, depreciation and
amortization ("EBITDA"). The interest rate margins will increase by an
additional 200 basis points in the event Alamosa Holdings, LLC fails to pay
principal, interest or other amounts as they become due and payable under
the Senior Secured Credit Facility. At December 31, 2003 the interest
margin was 4.00% for LIBOR borrowings and 3.00% for base rate borrowings.
The weighted average interest rate on the outstanding borrowings under this
facility at December 31, 2003 was 4.69%. Alamosa Holdings, LLC is also
required to pay quarterly in arrears a commitment fee on the unfunded
portion of the commitment of each lender. The commitment fee accrues at a
rate per annum equal to (i) 1.50% on each day when the utilization
(determined by dividing the total amount of loans plus outstanding letters
of credit under the Senior Secured Credit Facility by the total commitment
amount under the Senior Secured Credit Facility) of the Senior Secured
Credit Facility is less than or equal to 33.33%, (ii) 1.25% on each day
when utilization is greater than 33.33% but less than or equal to 66.66%
and (iii) 1.00% on each day when utilization is greater than 66.66%. The
Company has entered into derivative hedging instruments to hedge a portion
of the interest rate risk associated with borrowings under the Senior
Secured Credit Facility as discussed in Note 20.
Alamosa Holdings, LLC is also required to pay a separate annual
administration fee and a fee on the aggregate face amount of outstanding
letters of credit, if any, under the revolving credit facility.
F-25
ALAMOSA HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
As of December 31, 2003, Alamosa Holdings, LLC had drawn $200 million under
the term portion of the Senior Secured Credit Facility. Any amount
outstanding at the end of the 12-month period will amortize quarterly
beginning May 14, 2004. The September 26, 2002 amendment placed
restrictions on the ability to draw the $25 million revolving portion. The
first $10 million can be drawn if cash balances fall below $15 million and
the Company substantiates through tangible evidence the need for such
advances. The remaining $15 million is available only at such time as the
leverage ratio is less than or equal to 5.5 to 1. No advances have been
drawn on the revolving portion of the Senior Secured Credit Facility. The
revolving portion of the Senior Secured Credit Facility will begin reducing
quarterly in amounts to be agreed beginning May 14, 2004.
Loans under the term loan portion of the Senior Secured Credit Facility
will be subject to mandatory prepayments from 50% of excess cash flow for
each fiscal year commencing with the fiscal year ending December 31, 2003,
100% of the net cash proceeds (subject to exceptions and reinvestment
rights of asset sales or other dispositions, including insurance and
condemnation proceeds) of sales of property by Alamosa (Delaware) and its
subsidiaries, and 100% of the net proceeds of issuances of debt obligations
of Alamosa (Delaware) and its subsidiaries (subject to exceptions). After
the term loans are repaid in full, mandatory prepayments will be applied to
permanently reduce commitments under the revolving portion of the Senior
Secured Credit Facility.
All obligations of Alamosa Holdings, LLC under the Senior Secured Credit
Facility are unconditionally guaranteed on a senior basis by the Company,
Alamosa (Delaware) and, subject to certain exceptions, by each current and
future direct and indirect subsidiary of Alamosa (Delaware), including
Alamosa PCS, Inc., Roberts, WOW and Southwest.
The Senior Secured Credit Facility is secured by a first priority pledge of
all of the capital stock of Alamosa Holdings, LLC and subject to certain
exceptions, each current and future direct and indirect subsidiary of
Alamosa (Delaware), as well as a first priority security interest in
substantially all of the assets (including all five of the Sprint
affiliation agreements with the Company) of Alamosa (Delaware) and, subject
to certain exceptions, each current and future direct and indirect
subsidiary of Alamosa (Delaware).
The Senior Secured Credit Facility contains customary events of default,
including, but not limited to:
o the non-payment of the principal, interest and other obligations under
the new Senior Secured Credit Facility;
o the inaccuracy of representations and warranties contained in the
credit agreement or the violation of covenants contained in the credit
agreement;
o cross default and cross acceleration to other material indebtedness;
o bankruptcy;
o material judgments and certain events relating to compliance with the
Employee Retirement Income Security Act of 1974 and related
regulations;
o actual or asserted invalidity of the security documents or guaranties
of the Senior Secured Credit Facility;
o the occurrence of a termination event under the management, licenses
and other agreements between any of the Company, WOW, Roberts,
Southwest and their subsidiaries and Sprint or a breach or default
under the consent and agreement entered into between Citicorp USA,
Inc., as administrative agent for the lenders, and Sprint;
o loss of rights to benefit of or the occurrence of any default under
other material agreements that could reasonably be expected to result
in a material adverse effect on Alamosa Holdings, LLC;
F-26
ALAMOSA HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
o the occurrence of a change of control;
o any termination, revocation or non-renewal by the FCC of one or more
material licenses; and
o the failure by Alamosa (Delaware) to make a payment, if that could
reasonably be expected to result in the loss, termination, revocation,
non-renewal or material impairment of any material licenses or
otherwise result in a material adverse affect on Alamosa Holdings,
LLC.
The Senior Secured Credit Facility contains numerous affirmative and
negative covenants customary for credit facilities of a similar nature,
including, but not limited to, negative covenants imposing limitations on
the ability of Alamosa (Delaware), Alamosa Holdings, LLC and their
subsidiaries, and as appropriate, Superholdings, to, among other things (i)
declare dividends or repurchase stock; (ii) prepay, redeem or repurchase
debt; (iii) incur liens and engage in sale-leaseback transactions; (iv)
make loans and investments; (v) incur additional debt, hedging agreements
and contingent obligations; (vi) issue preferred stock of subsidiaries;
(vii) engage in mergers, acquisitions and asset sales; (viii) engage in
certain transactions with affiliates; (ix) amend, waive or otherwise alter
material agreements or enter into restrictive agreements; and (x) alter the
businesses they conduct.
Pursuant to the Senior Secured Credit Facility, the Company is required to
maintain a minimum cash balance of $10 million, and future draws are
conditioned, among other things, on the Company maintaining a ratio of
senior debt to net property and equipment that does not exceed 1 to 1. The
Company is also subject to covenants with respect to the ratio of EBITDA to
total cash interest expense. Alamosa (Delaware) is also subject to the
following financial and statistical covenants:
o ratio of senior debt to EBITDA;
o ratio of total debt to EBITDA;
o ratio of EBITDA to total fixed charges (the sum of debt service,
capital expenditures and taxes); and
o ratio of EBITDA to pro forma debt service.
Unless waived by the Senior Secured Credit Facility lenders, the failure of
the Company, Alamosa Holdings, LLC and their subsidiaries to satisfy or
comply with any of the financial or other covenants, or the occurrence of
an event of default under the Senior Secured Credit Facility, will entitle
the lenders to declare the outstanding borrowings under the Senior Secured
Credit Facility immediately due and payable and exercise all or any of
their other rights and remedies. Any such acceleration or other exercise of
rights and remedies would likely have a material adverse effect on the
Company, Alamosa (Delaware), Alamosa Holdings, LLC and their subsidiaries.
CONSENT AND AGREEMENT FOR THE BENEFIT OF THE HOLDERS OF THE SENIOR SECURED
CREDIT FACILITY
Sprint entered into a consent and agreement with Citicorp, that modifies
Sprint's rights and remedies under the Company's affiliation agreements
with Sprint, for the benefit of Citicorp and the holders of the Senior
Secured Credit Facility and any refinancing thereof. The consent and
agreement with Citicorp generally provides, among other things, Sprint's
consent to the pledge of substantially all of the Company's assets,
including the Company's rights in its affiliation agreements with Sprint,
and that the Company's affiliation agreements with Sprint generally may not
be terminated by Sprint until the Senior Secured Credit Facility is
satisfied in full pursuant to the terms of the consents and agreement.
Subject to the requirements of applicable law, so long as the Senior
Secured Credit Facility remains outstanding, Sprint has the right to
purchase the Company's operating assets or the partnership interests,
membership interests or other equity interests of its operating
subsidiaries, upon Sprint's receipt of notice of an acceleration of the
Senior Secured Credit Facility, under certain terms.
F-27
ALAMOSA HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
If Sprint does not purchase the Company's operating assets or the
partnership interests, membership interests or other equity interests of
the Company's operating subsidiaries after an acceleration of the
obligations under the Senior Secured Credit Facility, then the
administrative agent may sell the operating assets or the partnership
interests, membership interests or other equity interests of the Company's
operating subsidiaries.
DEBT ISSUANCE SUBSEQUENT TO YEAR END
In January 2004, Alamosa (Delaware) completed an offering of $250 million
aggregate principal amount of senior notes. The notes mature January 31,
2012 and carry a coupon rate of 8 1/2% payable semiannually on January 31
and July 31 beginning July 31, 2004. The proceeds of this offering were
used to permanently repay the outstanding borrowings under the term portion
of the Senior Secured Credit Facility and to terminate the facility,
including the undrawn revolving credit facility. The remaining proceeds of
$42.1 million, after offering costs, will be used for general corporate
purposes.
Due to the fact that the Senior Secured Credit Facility was refinanced on a
long-term basis subsequent to year end, the entire balance outstanding at
December 31, 2003 has been classified as long term in the consolidated
balance sheet. Additionally, with the termination of the Senior Secured
Credit Facility, the Company has no principal payments due in the next five
years.
11. DEBT EXCHANGE
In an effort to proactively manage its capital structure and align it with
recent operating trends in the wireless telecommunications industry, the
Company launched an offer to exchange its publicly traded debt on September
12, 2003. The offer, as amended on October 15, 2003 (as so amended, the
"Exchange Offer"), sought to exchange all of the Company's existing 12 7/8%
Senior Discount Notes, 12 1/2% Senior Notes and 13 5/8% Senior Notes for a
combination of new notes and convertible Alamosa Holdings preferred stock.
The Exchange Offer was successful and closed on November 10, 2003.
Holders of the 12 7/8% Senior Discount Notes due 2010 (the "Discount
Notes") who tendered their Discount Notes received, for each $1 accreted
amount of the Discount Notes tendered, as of the expiration of the Exchange
Offer, (1) $0.65 in original issue amount of new 12% Senior Discount Notes
due 2009 (the "New Discount Notes") and (2) one share of Series B
Convertible Preferred Stock of Alamosa Holdings with a liquidation
preference of $250 per share (the "Preferred Stock").
Holders of the 12 1/2% Senior Notes due 2011 and the 13 5/8% Senior Notes
due 2010 (collectively, the "Old Cash Pay Notes" and, together with the
Discount Notes, the "Old Notes") who tendered their Old Cash Pay Notes
received, for each $1 principal amount of the Old Cash Pay Notes tendered,
(1) $0.65 in principal amount of new 11% Senior Notes due 2010 (the "New
Cash Pay Notes" and together with the New Discount Notes, the "New Notes")
and (2) one share of Preferred Stock.
Fractional shares of Preferred Stock were not issued under the Exchange
Offer and New Notes were issued only in denominations that are integral
multiples of $1. With respect to any holder of Old Notes who would
otherwise have received a fractional share of Preferred Stock or New Notes
in an amount that was not an integral multiple of $1, the Company
substituted a cash payment equal to the liquidation preference allocable to
the fractional share of Preferred Stock or the amount by which the amount
of New Notes was reduced. The total of these fractional payments was $104.
Upon the expiration and closing of the exchange Offer on November 10, 2003,
the Company had received tenders from existing noteholders amounting to
$343.6 million or 98 percent of the Discount Notes, $238.4 million or 95
percent of the 12 1/2% Senior Notes and $147.5 million or 98 percent of the
13 5/8% Senior Notes. The consummation of the Exchange Offer was accounted
for under the provisions of SFAS No. 15, "Accounting by Debtors and
Creditors for Troubled Debt Restructurings." In accordance with the
provisions of SFAS No. 15, the New Notes and Preferred Stock were recorded
at fair value. The excess of the fair value of the New Notes and Preferred
Stock over the carrying value of the existing debt tendered by noteholders
of
F-28
ALAMOSA HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
$1,234 has been recorded in debt issuance costs and will be amortized to
interest expense over the life of the New Notes due to the fact that the
total cash flows associated with the New Notes exceeds the carrying value
of the Old Notes. The net excess fair value of consideration of $1,234
discussed herein is comprised of debt issuance costs related to the notes
that were tendered in the amount of $17,949 reduced by deferred future cash
interest payments on the New Notes in the amount of $16,715. The net amount
is included in debt issuance costs in the consolidated balance sheet and
will be amortized as an adjustment to interest expense related to the New
Notes over the life of the New Notes using the effective interest method.
In contemplation of the Exchange Offer, Alamosa (Delaware), on September
11, 2003, amended the terms of the respective indentures governing its
existing 12 7/8% Senior Discount Notes, 12 1/2% Senior Notes and 13 5/8%
Senior Notes to add Alamosa Holdings as a guarantor under the indentures.
The Company further amended the indentures governing these notes on October
29, 2003, after receiving the requisite consents from the holders of the
notes, to eliminate substantially all covenant protection under such
indentures.
12. REDEEMABLE CONVERTIBLE PREFERRED STOCK
In connection with the debt exchange completed in November 2003, as
discussed in Note 11, the Company issued 679,495 shares of Series B
Preferred Stock to noteholders who tendered their notes in the exchange.
Holders of the Series B Preferred Stock are entitled to receive cumulative
dividends at an annual rate of 7 1/2% of the $250 per share liquidation
preference. Dividends are payable quarterly in arrears on the last calendar
day of each January, April, July and October. Until July 31, 2008, the
Company has the option to pay dividends in (1) cash, (2) shares of Alamosa
Holdings Series C Preferred Stock, (3) shares of Alamosa Holdings common
stock or (4) a combination thereof. After July 31, 2008, all dividends are
payable in cash only. Holders of the Series B Preferred Stock are entitled
to participate in any dividends declared on Alamosa Holdings common stock
based on the number of common shares the Series B Preferred Stock could be
converted into immediately prior to the declaration of the common stock
dividend. The Series C Preferred Stock has essentially the same terms as
the Series B Preferred Stock with the exception of the conversion rate, as
discussed below.
Each share of Series B Preferred Stock and Series C Preferred Stock is
convertible at the holder's option and at any time into shares of Alamosa
Holdings Common Stock. The Series B Preferred Stock is convertible at $3.40
per share and the Series C Preferred Stock is convertible at $4.25 per
share.
Beginning on the third anniversary of the date of original issuance of the
Series B or Series C Preferred Stock, the Company has the option to redeem
outstanding preferred shares for cash. The initial redemption price is 125
percent of the $250 per share liquidation preference, reduced by 5 percent
annually thereafter until 2011 after which time the redemption price
remains at 100 percent. All outstanding Series B and Series C Preferred
Stock must be redeemed by the Company on July 31, 2013.
In accordance with the provisions of SFAS No. 149, "Amendment of Statement
133 on Derivative Instruments and Hedging Activities," this option to
redeem outstanding preferred shares for cash represents a derivative
instrument that must be bifurcated and accounted for separately as the
early redemption could potentially double a holders return on the preferred
shares. As a result, an asset was recorded in connection with this early
redemption option in November 2003 in the amount of $18.8 million which
represented the fair value of the option upon the issuance of the preferred
shares as determined by an independent valuation professional. This
derivative is adjusted to fair value at the end of each reporting period
with any change in fair value being reflected in earnings for the period.
As of December 31, 2003, the fair value of this option was $21.7 million.
The Series B Preferred Stock was recorded at fair value as of the date of
issuance or approximately $325 per share, less a portion of the costs
incurred in connection with the debt exchange of approximately $4.4 million
plus the value assigned to the early redemption option discussed
previously. The costs allocated to the Series B Preferred Stock were
determined based on the relative fair value of the Series B Preferred Stock
to the total fair value of consideration given to the tendering
noteholders. In determining the $325 per share fair value of Series B
Preferred Stock, the Company engaged the services of an independent
valuation professional who used customary methodologies common in the
valuation of such instruments to arrive at the fair value.
F-29
ALAMOSA HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
13. STOCKHOLDERS' EQUITY
The Company is authorized to issue 10,000,000 shares of preferred stock,
$0.01 par value, of which 679,495 shares of Series B preferred stock are
issued and outstanding. The Company is authorized to issue 290,000,000
shares of common stock, $0.01 par value of which 95,401,557 shares are
issued and outstanding at December 31, 2003.
On November 13, 2001, the Company completed an underwritten secondary
offering of common stock pursuant to which certain of the existing
stockholders sold an aggregate of 4,800,000 shares at a public offering
price of $14.75 per share. The Company did not receive any proceeds from
the sale of these shares; however, the underwriters were granted an option
to purchase up to 720,000 additional share of common stock to cover
over-allotments. This option was exercised on November 16, 2001 and the
Company received net proceeds from the sale of these shares after offering
costs of approximately $9.1 million.
14. EARNINGS PER SHARE
Basic and diluted net loss per share of common stock is computed by
dividing net loss attributable to common stockholders for each period by
the weighted average outstanding common shares. No conversion of common
stock equivalents has been assumed in the calculation since the effect
would be antidilutive. As a result, the number of weighted-average
outstanding common shares as well as the amount of net loss per share are
the same for basic and diluted net loss per share calculations for all
periods presented. Common stock equivalents excluded from diluted net loss
per share calculations consisted of options to purchase 9.2 million, 7.9
million and 5.5 million shares of common stock for 2003, 2002 and 2001,
respectively.
Unvested restricted stock issued to officers totaling 400,000 shares during
2003 and 800,000 shares during 2002 as discussed in Note 21 have been
excluded from the number of weighted-average outstanding common shares for
the respective periods as these shares are contingently returnable to the
Company in the event the vesting requirements are not met. As these shares
vest, they will be included in the number of weighted-average outstanding
common shares in future periods.
15. INCOME TAXES
Income tax expense (benefit) is comprised of the following:
YEAR ENDED DECEMBER 31,
--------------------------------
2003 2002 2001
-------- -------- --------
Current:
U.S. Federal $ -- $ -- $ --
Foreign -- -- --
State -- -- --
-------- -------- --------
Total current expense -- -- --
-------- -------- --------
Deferred:
U.S. Federal (17,432) (58,938) (70,808)
Foreign -- -- --
State (497) (8,148) (9,633)
-------- -------- --------
Total deferred expense (benefit) (17,929) (67,086) (80,441)
-------- -------- --------
Total income taxes expense (benefit) $(17,929) $(67,086) $(80,441)
======== ======== ========
F-30
ALAMOSA HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities are
presented below:
DECEMBER 31,
-----------------------
2003 2002
--------- ---------
Deferred tax assets:
Net operating loss carryforwards $ 183,011 $ 170,791
Original issue discount 40,928 30,045
Non-cash compensation 1,770 1,728
Start-up expenses 153 472
Deferred rent 1,628 1,898
Bad debt allowance 2,340 3,468
Capitalized loan costs 1,670 2,593
Cancellation of indebtedness 6,201 --
Other comprehensive income 275 916
Other 1,570 1,295
--------- ---------
Gross deferred tax assets 239,546 213,206
Deferred Tax liabilities:
Intangible assets 166,339 185,600
Depreciation 57,395 45,802
Early redemption option on preferred stock 8,046 --
Other 3,351 3,510
--------- ---------
Net deferred tax assets (liabilities) 4,415 (21,706)
Valuation allowance (15,809) --
--------- ---------
Deferred tax balance $ (11,394) $ (21,706)
========= =========
The net deferred tax asset was fully reserved as of December 31, 2000
because of uncertainty regarding the Company's ability to recognize the
benefit of the asset in future years. In connection with the acquisitions
in 2001 discussed in Note 4, a significant deferred tax liability was
recorded. The reversal of the timing differences which gave rise to the
deferred tax liability will allow the Company to benefit from the deferred
tax assets. As such, the valuation allowance was released in 2001 with a
corresponding reduction to goodwill associated with the acquisitions. The
valuation allowance increaesd in 2003 by $15,809 as the Company adjusted
the valuation allowance to reflect deferred tax assets at the amounts
expected be be realized.
The provision for income taxes is different than the amount computed using
the applicable statutory federal income tax rate due to the differences
summarized below:
YEAR ENDED DECEMBER 31,
--------------------------------
2003 2002 2001
-------- --------- --------
Federal tax benefit at statutory rate (35.00)% (35.00)% (35.00)%
====== ====== ======
Goodwill impairment --% 21.70% --%
Other permanent differences 0.91 0.11 2.50
State taxes (2.88) (1.13) (2.79)
Valuation allowance 17.04 -- --
Other 0.60 0.06 (0.01)
------ ------ ------
Provision (benefit) for income taxes (19.33)% (14.26)% (35.30)%
====== ====== ======
As of December 31, 2003, the Company has available federal net operating
loss carryforwards totaling approximately $493 million which expire
beginning in 2020. In addition, the Company has available state net
operating loss carryforwards totaling approximately $16 million which
expire beginning in 2005. Utilization of net operating loss carryforwards
may be limited by ownership changes which could occur in the future.
16. SPRINT AGREEMENTS
In accordance with the Company's affiliation agreements with Sprint, Sprint
provides the company various
F-31
ALAMOSA HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
services including billing, customer care, collections and inventory
logistics. In addition, Sprint bills the Company for various pass-through
items such as commissions to national retail merchants, handset subsidies
on handsets activated in the Company's territory but not sold by the
Company and long distance charges.
In connection with the debt exchange discussed in Note 11, the Company
executed amendments to its affiliation agreements with Sprint. The
amendments, among other things, established fixed per subscriber costs for
services that the Company purchases from Sprint through December 31, 2006
in the form of two new fees. The amendments created a new combined service
bureau fee, which consolidates numerous fees that were previously settled
separately, for back office services such as billing and customer care. The
combined service bureau fee was set at $7.70 per average subscriber per
month through December 31, 2006 and will be recorded in costs of services
and operations in the consolidated statement of operations. The amendments
also created a new per-activation fee, which consolidates numerous fees
that were previously settled separately, for marketing services, such as
subscriber activation and handset logistics. The per-activation fee will be
calculated as 5% of Sprint PCS' most recently reported cost per gross
addition and is applied to the actual number of gross subscriber
activations the Company experiences on a monthly basis through December 31,
2006. The per-activation fee will be recorded in selling and marketing
expenses in the consolidated statement of operations.
In addition to the new fees, the amendments changed the methodology used
for settling cash received from subscribers. Historically, actual weekly
cash receipts were passed through to the Company by Sprint based on a
calculation of an estimate of the portion of that cash related to the
Company's activity. Under the new methodology, the Company receives its
portion of billed revenue less actual written off accounts in the month
subsequent to billing regardless of when Sprint collects the cash from the
subscriber. The provisions of the amendments became effective on December
1, 2003 and the Company has the right to evaluate subsequent amendments to
the affiliation agreements of other similarly situated PCS Affiliates of
Sprint and adopt the provisions of those amendments if the Company elects
to do so.
In addition to the fees discussed above, the Company pays Sprint an
affiliation fee equal to 8% of billed revenue as it is defined in the
affiliate agreements.
Expenses reflected in the consolidated statements of operations related to
the Sprint affiliation agreements are:
YEAR ENDED DECEMBER 31,
--------------------------------
2003 2002 2001
-------- -------- --------
Cost of service and operation $217,531 $219,866 $152,724
Cost of products sold 59,651 50,974 53,911
Selling and marketing 46,294 46,132 27,421
-------- -------- --------
Total $323,476 $316,972 $234,056
======== ======== ========
In connection with the billing services provided to the Company by Sprint,
the Company relies on Sprint to provide information as to monthly billing
activity relative to all subscriber revenues. In addition, Sprint provides
the information utilized for the settlement of all roaming revenue.
The Company relies upon Sprint as a service provider to provide accurate
information for the settlement of revenue and expense items. The Company
makes estimates used in connection with the preparation of financial
statements based on the financial and statistical information provided by
Sprint. The Company assesses the accuracy of this information through
analytic review and reliance on the service auditor report on Sprint's
internal control processes prepared by Sprint's external service auditor.
Inaccurate or incomplete data from Sprint in connection with the services
provided to the Company by Sprint could have a material effect on the
Company's financial position, results of operation or cash flow.
17. RELATED PARTY TRANSACTIONS
AGREEMENTS WITH TECH TELEPHONE COMPANY - The Company entered into a
telecommunications service agreement with Tech Telephone Company Limited
Partnership ("TechTel") to install and provide telecommunications lines
between Sprint PCS and the Company's Lubbock-based operations and between
the
F-32
ALAMOSA HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
Company's Lubbock-based operations and other markets. TechTel was a limited
partnership whose general partner was an entity controlled by the CEO of
the Company. The original term of the agreement is three years, but the
agreement automatically renews upon expiration for additional successive
30-day terms by either party. The Company has also entered into a
distribution agreement with TechTel, authorizing it to become a third party
distributor of Sprint PCS products and services for the Company in Lubbock,
Texas. The total amount paid for these contracts was $902, $1,157 and
$1,315 during the years ended December 31, 2003, 2002 and 2001,
respectively. The amounts included in accounts payable relative to these
contracts were $89 and $89 at December 31, 2003 and 2002, respectively.
TechTel was sold to an unrelated third party in October 2002.
AGREEMENTS WITH MESSRS. MICHAEL V. ROBERTS AND STEVEN C. ROBERTS
In connection with the acquisition of Roberts, the Company entered into a
number of arrangements with Messrs. Michael V. Roberts and Steven C.
Roberts and certain companies affiliated with them as described in more
detail below. Michael V. Roberts and Steven C. Roberts became directors of
the Company in February 2001.
JOINT VENTURE DEVELOPMENT AGREEMENT - On October 30, 2000, the Company
entered into a joint venture development agreement with Messrs. Michael V.
Roberts and Steven C. Roberts. Pursuant to the agreement, if either Mr.
Michael V. Roberts or Mr. Steven C. Roberts undertakes an international
telecommunications business venture and desires for the Company to be
involved in that project, then before either Mr. Michael V. Roberts or Mr.
Steven C. Roberts enters into a letter of intent or binding agreement of
any nature with another person regarding the project, they must give the
Company written notice. The Company has 60 days to notify them of its
desire to participate in the project. During such 60-day period, the
Company has the exclusive right with respect to the project. Promptly after
the Company gives a notice of participation, the Company and either Mr.
Michael V. Roberts or Mr. Steven C. Roberts must form a project entity and
execute an agreement setting forth the terms, covenants, conditions and
provisions for the purpose, ownership, management, financing and operation
of the project. Unless the Company and either Mr. Michael V. Roberts or Mr.
Steven C. Roberts agree to a different arrangement, the Company will have a
50% interest in each project entity and will have full managerial control
of each project entity. Except as described above, neither the Company nor
Messrs. Michael V. Roberts and Steven C. Roberts is obligated to bring to
the other any opportunity to participate in a project or any activity,
domestic or international.
CONSULTING AGREEMENTS - On January 29, 2001, the Company entered into
five-year consulting agreements with each of Messrs. Michael V. Roberts and
Steven C. Roberts. The consulting agreements provide each of them with an
annual compensation of $125, which is paid monthly.
RIGHT OF FIRST NEGOTIATION AGREEMENT - On February 14, 2001, the Company
entered into a right of first negotiation agreement with Roberts Tower
which grants Roberts Tower a right to negotiate tower leases on a
"build-to-suit" basis with the Company's present and future territory.
During the term of the agreement, whenever the Company or one of its
subsidiaries is required to "build-to-suit" communications towers within
the present or future territories in which the Company operates, the
Company must notify Roberts Tower and Roberts Tower will have the exclusive
right for a period of 30 days to negotiate with the company to provide such
towers. After such 30-day period, if the Company has not reached an
agreement with Roberts Tower, the Company may obtain such tower sites from
other third parties. The term of this agreement is five years.
RESALE AGREEMENT - On February 14, 2001, the Company entered into a resale
agreement with Messrs. Michael V. Roberts and Steven C. Roberts which
permits Messrs. Michael V. Roberts and Steven C. Roberts to buy air time at
a discount for resale on a basis no less favorable than any other similar
agreement to which the Company may be a party. Messrs. Michael V. Roberts
and Steven C. Roberts may resell such airtime anywhere such resales are
permitted under applicable law. Any arrangement between the Company and
Messrs. Michael V. Roberts and Steven C. Roberts for resales and use of air
time will be subject to all required approvals of Sprint, Sprint Spectrum
and Sprint PCS and/or any other applicable Sprint entities.
MASTER LEASE AGREEMENT - On February 14, 2001, Roberts and Roberts Tower
entered into a master lease agreement which provides for the lease from
Roberts Tower by Roberts of certain buildings, towers, tanks and/or
improvements thereon for the purpose of installing, operating and
maintaining communications facilities
F-33
ALAMOSA HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
and services thereon. The initial term of the master lease agreement
expires in February 2006, and Roberts has the right to extend the initial
term of the lease for four additional terms of five years each. The
agreement provides for monthly payments aggregating to approximately $17
per tower per year at inception, subject to an annual adjustment of 4% per
annum. Roberts subsequently assigned all of its right, title and interest
in the master lease agreement to its wholly owned subsidiary, Alamosa
Missouri Properties, LLC (formerly Roberts Wireless Properties, L.L.C).
During the years ended December 31, 2003, 2002 and 2001, $2,785, $2,688 and
$2,264, respectively, in rental expense was recorded under this agreement.
In addition to the specific agreements discussed above, the Company paid
$287, $346 and $361 in 2003, 2002 and 2001, respectively, to Roberts Tower
for other items including the lease of retail space and switching facility
space.
OTHER RELATED PARTY TRANSACTIONS - On December 28, 1998, the Company
entered into a long-term agreement to lease space for a retail store in
Lubbock, Texas with Lubbock HLH, Ltd., principally owned by one of the
Company's directors and the general manager of South Plains Advance
Communications & Electronics, Inc. ("SPACE"). SPACE is a stockholder of the
Company. This lease has a term of 15 years and provides for monthly
payments subject to adjustment based on the Consumer Price Index on the
first day of the sixth lease year and on the first day of the eleventh
lease year. During the years ended December 31, 2003, 2002 and 2001, $110
per year in rental expense was recorded in connection with this lease. No
amount was payable at December 31, 2003. In addition to rental, $24, $20
and $38 was paid to Lubbock HLH, Ltd. in 2003, 2002 and 2001, respectively
for taxes and other expenses related to the leased property.
18. EMPLOYEE BENEFITS
Effective July 1, 2000, the Company formed the Alamosa PCS Contributions
Savings Plan ("Company Plan"), a defined contribution employee savings plan
sponsored by the Company under Section 401(k) of the Internal Revenue Code.
During the years ended December 31, 2003, 2002 and 2001, the Company made
contributions of $653, $1,058 and $900, respectively to the Company Plan.
In connection with the acquisition of WOW discussed in Note 4, employees
who were formerly employees of WOW continue to participate in the
Washington Oregon Wireless 401(k) Savings & Investment Plan, a defined
contribution employee savings plan sponsored by the Company under Section
401(k) of the Internal Revenue Code. During the years ended December 31,
2002 and 2001, the Company made contributions of $36 and $41, respectively,
to the WOW plan. Effective December 31, 2002 the WOW plan was merged into
the Company Plan.
Effective March 1, 2001, the Company adopted the Alamosa Holdings, Inc.
Employee Stock Purchase Plan ("ESPP"). The ESPP provides that eligible
employees may contribute up to 10% of their earnings towards the purchase
of Company common stock. The employee per share purchase price is 85% of
the fair market value of Company shares on (i) the offering date or (ii)
the exercise date, whichever is lower. During the years ended December 31,
2003, 2002 and 2001, shares totaling 997,325, 585,191 and 40,706,
respectively, were issued in connection with purchases by employees under
the ESPP. As of December 31, 2003 and 2002, 1,876,778 and 174,103 shares
were reserved for issuance under the ESPP.
19. STOCK-BASED COMPENSATION
The Company 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 Alamosa
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, 2003, options to purchase 4,022,880 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. Generally, the options under the Plan vest in varying
increments over a three to five-year period, expire ten years from the date
of grant and are issued at exercise prices no less than 100% of the fair
market value of common stock at the time of the grant.
F-34
ALAMOSA HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
The Company applies APB No. 25, "Accounting for Stock Issued to Employees"
and related interpretation, in accounting for its employee stock options.
The Company initially recorded unearned compensation totaling $14,963
relative to the intrinsic value of options granted in 1999 and 2000. This
amount was being recognized over the vesting period in accordance with FASB
Interpretation No. 28 when applicable. Non-cash compensation for 2001 was a
negative $916 due to the forfeiture of unvested options. No non-cash
compensation was recorded in 2003 or 2002 related to options as all
unvested options for which unearned compensation had been recorded were
forfeited in 2001.
The weighted-average fair value for all stock options granted in 2003 and
2001 was $1.86 and $9.01 per share, respectively. The weighted-average fair
value for stock options granted during 2002 with an exercise price equal to
the fair market value at the date of grant ("at the money") was $1.85 per
share. The weighted-average fair value for stock options granted during
2002 with an exercise price greater than the fair market value at the date
of grant ("out of the money") was $0.23 per share. The fair value of each
stock option granted is estimated on the date of grant using the
Black-Scholes option-pricing model with the following weighted-average
assumptions:
YEAR ENDED DECEMBER 31,
--------------------------------------------
2003 2002 2001
---------- ---------- ----------
Dividend yield 0% 0% 0%
Expected volatility 130% 106% 81%
Risk-free rate of return 2.5% 3.0% 4.6%
Expected life 4.00 years 4.00 years 4.00 years
The following summarizes activity under the Company's stock option plans:
WEIGHTED AVERAGE EXERCISE
NUMBER OF OPTIONS PRICE PER SHARE
---------------------------------------------------------------------------------
YEAR END DECEMBER 31, YEAR END DECEMBER 31,
--------------------------------------- -------------------------------------
2003 2002 2001 2003 2002 2001
--------- --------- --------- --------- --------- ---------
Options outstanding at beginning
of the period 7,868,495 5,505,878 6,788,752 $ 11.12 $ 16.55 $ 16.87
Granted:
At the money 1,665,230 1,370,195 635,061 2.32 2.57 14.87
Out of the money -- 1,500,046 -- -- 0.38 --
Exercised (29,740) (250) (15,945) 0.27 3.90 14.95
Canceled/forfeited (311,551) (507,374) (1,901,990) 12.56 15.20 16.85
--------- --------- --------- --------- --------- ---------
Options outstanding at the end
of the period 9,192,434 7,868,495 5,505,878 $ 9.51 $ 11.12 $ 16.55
========= ========= ========= ========= ========= =========
Options exercisable at end
of the period 7,014,075 4,216,112 2,602,368 $ 10.75 $ 14.66 $ 16.33
========= ========= ========= ========= ========= =========
The following table summarizes information for stock options at December
31, 2003:
OUTSTANDING EXERCISABLE
---------------------------------------------- -------------------------
WEIGHTED WEIGHTED
AVERAGE REMAINING AVERAGE
NUMBER OF EXERCISE CONTRACTUAL NUMBER OF EXERCISE
RANGE OF EXERCISE PRICES OPTIONS PRICE LIFE OPTIONS PRICE
------------------------------ ---------------- ------------ ----------- --------- --------
$ 0.23 0.33 294,955 $ 0.30 8.8 206,985 $ 0.28
0.36 0.53 1,627,776 0.38 8.8 951,892 0.37
0.57 0.84 708,307 0.74 9.1 243,825 0.73
0.96 1.42 335,866 1.21 8.2 157,499 1.30
1.53 1.53 24,000 1.53 9.5 24,000 1.53
3.10 4.01 940,498 3.58 9.7 908,573 3.58
4.99 6.46 458,446 5.03 8.3 345,040 5.01
8.00 10.75 90,787 9.90 7.0 84,107 9.85
12.31 18.44 4,559,799 16.60 5.5 3,986,254 16.63
18.79 26.25 133,000 22.45 6.6 94,500 22.33
28.50 28.50 19,000 28.50 6.3 11,400 28.50
--------- ----- --------- --------- --- --------- ---------
$ 0.23 28.50 9,192,434 $ 9.51 7.2 7,014,075 $ 10.75
--------- ----- ========= ========= === ========= =========
F-35
ALAMOSA HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
20. FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amounts of cash, accounts payable, and accrued expenses
approximate fair value because of the short maturity of these items.
The carrying amount of the Senior Secured Credit Facility approximates fair
value at December 31, 2003 because the interest rate changes with market
interest rates.
Selected information related to the Company's senior notes is a follows:
DECEMBER 31,
-----------------------------
2003 2002
--------- ---------
Book value $ 464,424 $ 668,862
Fair value 501,413 187,500
--------- ---------
Net unrecognized gain (loss) $ (36,989) $ 481,362
========= =========
The Company adopted the provisions of SFAS No. 133, "Accounting for
Derivatives and Hedging Activities," effective January 1, 2001. This
statement requires that all derivatives be recorded on the balance sheet at
fair value. If the derivative is a hedge, depending on the nature of the
hedge, changes in the fair value of the derivatives are either recognized
in earnings or are recognized in other comprehensive income until the
hedged item is recognized in earnings.
In order to manage interest costs and exposure to changing interest rates,
the Company enters into interest rate hedges to hedge exposure to variable
interest rates on a portion of the Senior Secured Credit Facility. At
December 31, 2003, the Company had entered into the following interest rate
swaps.
FAIR VALUE
INSTRUMENT NOTIONAL TERM AT DECEMBER 31,
---------- -------- ---- ------------------
2003 2002
------ --------
4.9475% Interest rate swap $ 21,690 3 years $ (413) $ (1,121)
4.9350% Interest rate swap $ 28,340 3 years (443) (1,385)
------ --------
$ (856) $ (2,506)
====== ========
These swaps are designated as cash flow hedges such that the fair value is
recorded as a liability in the consolidated balance sheets with changes in
fair value (net of tax) shown as a component of other comprehensive income.
The swaps were terminated in January 2004 upon the termination of the
Senior Secured Credit Facility as discussed in Note 10.
The Company also maintains an interest rate collar with the following
terms:
FAIR VALUE
AT DECEMBER 31,
---------------
NOTIONAL MATURITY CAP STRIKE PRICE FLOOR STRIKE PRICE 2003 2002
-------- -------- ---------------- ------------------ ------ ------
$28,340 5/15/2004 7.00% 4.12% $(419) $(1,112)
This collar does not receive hedge accounting treatment such that the fair
value is reflected as a liability in the consolidated balance sheets and
the decrease in fair value of $693 has been reflected as a decrease to
interest expense for the year ended December 31, 2003. The increase in fair
value of $456 has been reflected as an increase to interest expense for the
year ended December 31, 2002. The collar was terminated in January 2004
upon the termination of the Senior Secured Credit Facility as discussed in
Note 10.
F-36
ALAMOSA HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
Approximately $2,680, $2,188 and $1,286 in settlements under the above
hedging instruments are included in interest expense for the years ended
December 31, 2003, 2002 and 2001, respectively.
In addition to the swaps and collar discussed above, the Company purchased
an interest rate cap in February 2002 with a notional amount of $5,000 and
a strike price of 7.00%. This cap does not receive hedge accounting
treatment and the fair value reflected in the consolidated balance sheet is
zero. This cap was terminated in January 2004 upon the termination of the
Senior Secured Credit Facility as discussed in Note 10.
As discussed in Note 12, a derivative instrument was recorded in November
2003 in connection with the early redemption option on the Series B
Preferred Stock. This derivative is recorded at fair value in the
consolidated balance sheet at December 31, 2003.
These fair value estimates were obtained from the institutions the Company
entered into the agreements with and are subjective in nature and involve
uncertainties and matters of considerable judgment and therefore, cannot be
determined with precision. Changes in assumptions could significantly
affect these estimates.
21. COMMITMENTS AND CONTINGENCIES
EMPLOYMENT AGREEMENTS - On October 14, 1998, the then Board of Members of
the Company approved an Incentive Ownership Plan. The plan consisted of
3,500 units comprised of 1,200 Series 8, 1,150 Series 15 and 1,150 Series
25 units. The exercise price for each series was based on a pre-defined
strike price which increased by an annual rate of 8%, 15% or 25% compounded
monthly beginning July 1, 2000. The initial exercise prices were $564.79,
$623.84 and $711.88 for Series 8, Series 15 and Series 25 options,
respectively. Each unit provided the holder an option to purchase an
interest in the Company. Vested units could have been exercised any time
from July 1, 2000 to December 31, 2006.
Effective October 1, 1999, the Company entered into a three-year employment
agreement with its Chief Executive Officer ("CEO"), and Chairman of the
Board. In addition, in December 1999, the Company granted options to the
CEO to acquire 242,500 common shares at an exercise price of $1.15 per
share which vested immediately prior to the completion of the initial
public offering and 1,455,000 shares at an exercise price equal to the
initial public offering price which vest 33% per year beginning September
30, 2000. The options expire January 5, 2009. The Company recognized
compensation expense of $3,116 related to the 242,500 options issued with
an exercise price below the initial public offering price over the options
vesting period. No compensation expense was recorded in 2001, 2002 or 2003.
The Company entered into a new employment agreement with its CEO and
Chairman of the Board on October 1, 2002 as discussed below.
On October 2, 1998, the Company entered into an employment agreement with
its then Chief Operating Officer ("COO"). The agreement provided for the
granting of stock options in three series. The initial exercise price was
determined based on the following formula: $48,500, committed capital at
September 30, 1998, multiplied by the percentage interest represented by
the option exercised. The exercise price for each series increased by an
annual rate of 8%, 15% or 25% compounded monthly beginning at the date of
grant as specified by the agreement. Options could be exercised any time
from January 1, 2004 to January 5, 2008. The options vested over a
three-year period. During 1998, one option from each series was granted
under this agreement. The options to acquire membership interests described
above were to be exchanged for options in Holdings to acquire an equivalent
number of common shares: 242,500 at $1.08 per share, 242,500 at $1.15 per
share and 242,500 at $1.25 per share. Effective December 1999, the Company
amended the COO's options such that each of the COO's three series of
original options were exchanged for two options to acquire a total of
1,697,500 shares of common stock. The first option to acquire 242,500
shares of common stock had a fixed exercise price of $1.15 per share and
vested immediately prior to completion of the initial public offering. The
second option to acquire 1,455,000 shares of common stock had an exercise
price equal to the initial public offering price and vested 25% per year
beginning September 30, 2000. The expiration date of all of the COO's
options was extended from January 5, 2008 to January 5, 2009. These
amendments resulted in a new measurement date. The Company was to record
compensation expense totaling $9,341 in connection with these options. This
individual left the Company in January 2001 and forfeited all unvested
options. As such, compensation expense in 2001 was negative $916 due to the
forfeiture of these options. The former COO
F-37
ALAMOSA HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
initiated litigation against the Company in 2002 as discussed under
"Litigation" below. No compensation expense was recorded in 2002 or 2003.
Effective December 1, 1999, the Company entered into a five-year employment
agreement with its Chief Financial Officer ("CFO"). In addition, the
Company granted the CFO options to purchase 1,455,000 shares at the initial
public offering price and that will expire January 5, 2009. There is no
compensation cost related to these options. The Company entered into a new
employment agreement with its CFO and other executives on October 1, 2002
as discussed below.
Effective October 1, 2002, the Company entered into employment agreements
with its CEO, CFO, Chief Technology Officer ("CTO"), Chief Marketing
Officer ("CMO") and Senior Vice President of Corporate Finance ("SVP"). The
terms of the agreements were five years for the CEO and three years for the
other officers. In connection with the execution of these employment
agreements, options were granted to the executives to acquire a total of
1,700,000 common shares at an exercise price equal to the fair market value
at the date of grant such that no compensation expense was recognized in
connection with these options. These options vest over the terms of the
respective agreements. Additionally, the agreements provide for subsequent
annual option grants during the respective terms of the agreements to
acquire common shares totaling 1,715,000 shares. Options granted in 2003
totaled 610,000 shares and were immediately vested. Scheduled grants in
years subsequent to 2003 will vest six months from the date of grant.
In addition to the option grants, the respective executives were also
awarded a total of 700,000 shares of restricted stock for which the Company
received $0.01 per share at the date of grant. These restricted shares vest
over a three year period and compensation expense will be recorded during
the vesting period totaling $224. These shares are considered issued and
outstanding but are excluded from basic and diluted earnings per share as
discussed in Note 14.
Effective December 1, 2002, the Company entered into an employment
agreement with its Chief Operating Officer ("COO"). The terms of this
agreement are similar to the October 1, 2002 agreements entered into with
the other officers of the Company. The length of the agreement is three
years. In connection with the execution of the agreement, options to
acquire 300,000 common shares were awarded with an exercise price equal to
the fair market value at the date of grant which will vest over the term of
the employment agreement. The employment agreement provides for subsequent
annual option grants during the term of the agreement to acquire common
shares totaling 375,000 shares. Options granted in 2003 under this
agreement totaled 150,000 shares and were immediately vested. Scheduled
grants in years subsequent to 2003 will vest six months from the date of
grant. Restricted stock totaling 100,000 shares were awarded that vest over
a three year period for which the Company received $0.01 per share.
Compensation expense of $99 will be recognized over the vesting period.
In January 2004, the Company extended the employment agreements with its
CFO, CTO and SVP for an additional year and increased the option grants in
those agreements and the agreement with its CEO from 2004 through the end
of the respective agreements by 1,645,000 shares.
LITIGATION - The Company has been named as a defendant in a number of
purported securities class actions in the United States District Court for
the Southern District of New York, arising out of its initial public
offering (the "IPO"). Various underwriters of the IPO also are named as
defendants in the actions. The action against the Company is one of more
than 300 related class actions which have been consolidated and are pending
in the same court. The complainants seek to recover damages and allege,
among other things, that the registration statement and prospectus filed
with the SEC for purposes of the IPO were false and misleading because they
failed to disclose that the underwriters allegedly (i) solicited and
received commissions from certain investors in exchange for allocating to
them shares of common stock in connection with the IPO, and (ii) entered
into agreements with their customers to allocate such stock to those
customers in exchange for the customers agreeing to purchase additional
Company shares in the aftermarket at pre-determined prices. On February 19,
2003, the Court granted motions by the Company and 115 other issuers to
dismiss the claims under Rule 10b-5 of the Exchange Act which had been
asserted against them. The Court denied the motions by the Company and
virtually all of the other issuers to dismiss the claims asserted against
them under Section 11 of the Securities
F-38
Act. The Company maintains insurance coverage which may mitigate its
exposure to loss in the event that this claim is not resolved in the
Company's favor.
The issuers in the IPO cases, including the Company, have reached an
agreement in principle with the plaintiffs to settle the claims asserted by
the plaintiffs against them. Under the terms of the proposed settlement,
the insurance carriers for the issuers will pay the plaintiffs the
difference between $1 billion and all amounts which the plaintiffs recover
from the underwriter defendants by way of settlement or judgment.
Accordingly, no payment on behalf of the issuers under the proposed
settlement will be made by the issuers themselves. The claims against the
issuers will be dismissed, and the issuers and their officers and directors
will receive releases from the plaintiffs. Under the terms of the proposed
settlement, the issuers will also assign to plaintiffs certain claims which
they may have against the underwriters arising out of the issuers IPOs, and
the issuers will also agree not to assert certain other claims which they
may have against the underwriters, without plaintiffs' consent. The
proposed settlement is subject to agreement among the parties on final
settlement documents and the approval of the court. Prior to the approval
of the court, certain parties have the right to object to the terms of the
settlement.
On January 23, 2001, the Company's board of directors, in a unanimous
decision, terminated the employment of Jerry Brantley, then President and
COO of the Company. On April 29, 2002, Mr. Brantley initiated litigation
against the Company and the Chairman of the Company, David E. Sharbutt in
the District Court of Lubbock County, Texas, 22nd Judicial District,
alleging wrongful termination. In the litigation, Mr. Brantley claims,
among other things, that the Company's termination of his employment was
without cause under his employment agreement rather than a termination for
non-performance. As such, Mr. Brantley's claim seeks money damages for (i)
severance pay equal to one year's salary at the time of his termination,
(ii) the value of certain unexercised stock options he owned at the time of
his termination, (iii) an allegedly unpaid bonus and (iv) exemplary
damages, as well as recovery of attorneys' fees and costs. On September 27,
2002, the Court entered an Agreed Order Compelling Arbitration. A panel of
three arbitrators was selected. Mr. Brantley's claims against the Company
and David Sharbutt, including claims asserted in the Lubbock County lawsuit
and in the arbitration, were resolved pursuant to a settlement agreement
dated February 6, 2004. The settlement does not materially impact our
consolidated financial statements or our operations.
On January 8, 2003 a claim was made against the Company by Southwest
Antenna and Tower, Inc. ("SWAT") in the Second Judicial District Court,
County of Bernalillo, State of New Mexico, for monies due on an open
account. SWAT sought to recover approximately $2.0 million from the Company
relative to work performed by SWAT during 2000 for Roberts Wireless
Communications, LLC which was acquired by the Company in the first quarter
of 2001. This claim was settled for $875,000 during the second quarter of
2003.
In November and December 2003 and January 2004, multiple lawsuits were
filed against Alamosa Holdings and David E. Sharbutt, the Company's
Chairman and Chief Executive Officer as well as Kendall W. Cowan, the
Company's Chief Financial officer. Steven Richardson, the Company's Chief
Operating Officer, was also a named defendant in one of the lawsuits. Each
claim is a purported class action filed on behalf of a putative class of
persons who and/or entities that purchased Alamosa Holdings' securities
between January 9, 2001 and June 13, 2002, inclusive, and seeks recovery of
compensatory damages, fees and costs. The cases allege violations of
Sections 10(b) and 20(a) of the Exchange Act, and Rule 10b-5 promulgated
thereunder. Additionally, certain of the suits allege violations of
Sections 11, 12(a) and 15 of the Securities Act and seek rescission or
rescissory damages in connection with Alamosa Holdings' November 2001
common stock offering. The suits allege, among other things, that Alamosa
Holdings' filings with the SEC and press releases issued during the
relevant period were false and misleading because they failed to disclose
and/or misrepresented that Alamosa Holdings allegedly (i) was increasing
its subscriber base by relaxing credit standards for new customers, (ii)
had been experiencing high involuntary disconnections from high credit risk
customers that allegedly produced tens of millions of dollars of impaired
receivables on its financial statements, and (iii) had experienced lower
subscription growth due to tightened credit standards that required
credit-challenged customers to pay deposits upon the initiation of
services. Each lawsuit was filed in the United States District Court for
the Northern District of Texas, in either the Lubbock Division or the
Dallas Division. On February 27, 2004, the lawsuits were consolidated into
one action pending in the United States District Court for the Northern
District of Texas, Lubbock Division. The Company believes that the
defendants have
F-39
ALAMOSA HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT AS NOTED)
meritorious defenses to these claims and intend to vigorously defend these
actions. No discovery has been taken at this time, and the ultimate outcome
is not currently predictable. There can be no assurance that the litigation
will be resolved in the defendants' favor and an adverse resolution could
adversely affect the Company's financial condition.
On November 26, 2003, Core Group PC filed a claim against Alamosa PCS and
four other PCS Affiliates of Sprint in the United States District Court for
the District of Kansas alleging copyright infringement related to the
designs used in Sprint retail stores. The complainant seeks money damages
and an injunction against Alamosa PCS' continued use of the alleged
copyrighted designs. The Company is in the process of evaluating this
claim.
The Company is involved in various claims and legal actions arising in the
ordinary course of business. The ultimate disposition of these matters are
not expected to have a material adverse impact on the Company's financial
position, results of operations or liquidity.
22. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
The quarterly results of operations (unaudited) for 2002 and 2003 by
quarter are as follows:
QUARTER ENDED
----------------------------------------------------
MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31
-------- ------- ------------ -----------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
2002:
Net sales $ 128,387 $ 130,789 $ 147,428 $ 149,088
Operating loss (21,754) (21,302) (313,173) (14,802)
Net loss (28,133) (28,736) (320,847) (25,633)
Basic and diluted net loss
per share (0.30) (0.31) (3.45) (0.27)
2003:
Net sales $ 141,108 $ 155,394 $ 166,390 $ 168,158
Operating income (loss) (10,147) 2,559 3,376 16,239
Net loss (30,531) (18,663) (17,510) (8,142)
Preferred stock dividends -- -- -- (1,770)
Basic and diluted net loss
per share (0.33) (0.20) (0.19) (0.09)
As discussed in Note 8, the Company recorded a charge relative to its first
annual impairment test of goodwill under SFAS 142 in the third quarter of
2002. The amount of this charge was $291,635 and is reflected in the
operating loss for the third quarter of 2002.
F-40
REPORT OF INDEPENDENT AUDITORS ON
FINANCIAL STATEMENT SCHEDULE
To the Board of Directors of Alamosa Holdings, Inc.:
Our audits of the consolidated financial statements referred to in our report
dated March 9, 2004 appearing in this Annual Report on Form 10-K also included
an audit of the financial statement schedule listed in Item 15(a)(2) of this
Form 10-K. In our opinion, this financial statement schedule presents fairly, in
all material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements.
PricewaterhouseCoopers LLP
Dallas, Texas
March 9, 2004
F-41
SCHEDULE II
-----------
ALAMOSA HOLDINGS, INC.
CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
FOR THE PERIOD DECEMBER 31, 2001 THROUGH
DECEMBER 31, 2003 (IN THOUSANDS)
ADDITIONS ADDITIONS
BALANCE AT CHARGED TO CHARGED TO
BEGINNING OF COSTS AND OTHER BALANCE AT
CLASSIFICATION PERIOD EXPENSES ACCOUNTS DEDUCTIONS END OF PERIOD
----------------------------------------- ------------ ---------- ---------- ---------- -------------
December 31, 2001
Allowance for doubtful accounts.... $ 1,503 $ 17,490 $ 1,213(1) $(14,314) $ 5,892
Deferred tax valuation allowance 26,985 -- 2,313(2) (29,298)(3) --
December 31, 2002
Allowance for doubtful accounts.... $ 5,892 $ 40,285 $ -- $(37,726) $ 8,451
Deferred tax valuation allowance -- -- -- -- --
December 31, 2003
Allowance for doubtful accounts.... $ 8,451 $ 13,451 $ -- $(15,919) $ 5,983
Deferred tax valuation allowance -- 15,809 -- -- 15,809
This schedule should be read in conjunction with the Company's audited
consolidated financial statements and related notes thereto that appear in this
annual report on Form 10-K.
(1) For the year ended December 31, 2001, amount represents allowance for
doubtful accounts recorded in connection with acquisitions accounted for
under the purchase method of accounting.
(2) Addition represents increase in valuation allowance due to the increase in
the effective tax rate applied to deferred tax items.
(3) This amount represents the reversal of the valuation allowance recorded by
the Company against goodwill as a result of the business combinations with
Roberts, WOW and Southwest (see Note 4).
F-42