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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 20-F/A
[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g)
OF THE SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED:
DECEMBER 31, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number:
[LOGO]
TRICOM, S.A.
(Exact name of Registrant as specified in its charter)
DOMINICAN REPUBLIC
(Jurisdiction of incorporation or organization)
AVENIDA LOPE DE VEGA NO. 95, SANTO DOMINGO, DOMINICAN REPUBLIC
(Address of principal executives offices)
Securities registered pursuant to Section 12(b) of the Act.
AMERICAN DEPOSITARY SHARES
CLASS A COMMON STOCK, PAR VALUE RD$10 PER SHARE
Securities registered pursuant to Section 12(g) of the Act.
NONE
Securities for which there is a reporting obligation
pursuant to Section 15(d) of the Act.
11-3/8% SENIOR NOTES DUE SEPTEMBER 1, 2004
Indicate the number of outstanding shares of each of the
issuer's classes of capital or common stock as of the close
of the period covered by the annual report.
AT DECEMBER 31, 2000, THERE WERE 9,700,000 SHARES OF CLASS A COMMON STOCK
AND 19,144,538 SHARES OF CLASS B STOCK ISSUED AND OUTSTANDING.
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
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Indicate by check mark which financial statement item
the Registrant has elected to follow:
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Item 17 Item 18 X
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TABLE OF CONTENTS
<Table>
<Caption>
PAGE
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GENERAL INTRODUCTION..............................................................................................5
PART I 6
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS*..............................................6
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE*............................................................6
ITEM 3. KEY INFORMATION.....................................................................................6
ITEM 4. INFORMATION ON THE COMPANY.........................................................................17
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS.......................................................42
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES.........................................................51
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS..................................................55
ITEM 8. FINANCIAL INFORMATION..............................................................................60
ITEM 9. THE OFFER AND LISTING..............................................................................60
ITEM 10. ADDITIONAL INFORMATION.............................................................................62
ITEM 11. QUANTATATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.........................................68
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES*............................................69
PART II 70
ITEM 13. DEFAULTS, DIVIDED ARREARAGES AND DELINQUENCIES.....................................................70
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS*......................70
ITEM 15. [RESERVED].........................................................................................70
ITEM 16. [RESERVED].........................................................................................70
PART III 70
ITEM 17. FINANCIAL STATEMENTS**.............................................................................70
ITEM 18. FINANCIAL STATEMENTS...............................................................................70
ITEM 19. EXHIBITS...........................................................................................70
</Table>
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* Omitted because the Item is not applicable or the answer is negative.
** The Company has completed Item 18 in lieu of this Item.
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GENERAL INTRODUCTION
UNLESS THE CONTEXT INDICATES OTHERWISE, ALL REFERENCES TO (I) THE "COMPANY"
OR "TRICOM" REFER TO TRICOM, S.A. AND ITS CONSOLIDATED SUBSIDIARIES AND THEIR
RESPECTIVE OPERATIONS, AND INCLUDE TRICOM'S PREDECESSORS, AND (II) "GFN" REFERS
TO GFN CORPORATION LTD. AND ITS DIRECT AND INDIRECT SUBSIDIARIES, OTHER THAN THE
COMPANY AND ITS SUBSIDIARIES, AND INCLUDES GFN'S PREDECESSORS.
PRESENTATION OF CERTAIN FINANCIAL INFORMATION
The Company prepares its consolidated financial statements in conformity
with generally accepted accounting principles in the United States. The Company
adopted the United States dollar as its functional currency effective January 1,
1997. See "Item 5. Operating and Financial Review and Prospects" and Note 2 of
Notes to the audited consolidated financial statements of the Company at
December 31, 1999 and 2000 and for the years ended December 31, 1998, 1999 and
2000 (the "Consolidated Financial Statements"). Unless otherwise stated,
Dominican peso amounts that appear in this Annual Report have been translated
into United States dollars. As of December 31, 1999 and 2000, the rates used by
the Company to translate Dominican peso-denominated accounts at the year-end
were RD$16.05 and RD$16.69, respectively.
In this Annual Report references to "$," "US$" or "U.S. dollars" are to
United States dollars, and references to "Dominican pesos" or "RD$" are to
Dominican pesos. This Annual Report contains translations of certain Dominican
peso amounts into U.S. dollars at specified rates solely for the convenience of
the reader. These translations should not be construed as representations that
the Dominican peso amounts actually represent such U.S. dollar amounts or could
be converted into U.S. dollars at the rate indicated. The average of prices of
one U.S. dollar quoted by certain private commercial banks (the "Private Market
Rate") as reported by Banco Central de la Republica Dominicana (the "Central
Bank") on December 31, 2000 was RD$16.65 = US$1.00, the date of the most recent
financial information included in this Annual Report. The Federal Reserve Bank
of New York does not report a noon buying rate for Dominican pesos. On April 27,
2001, the Private Market Rate was RD$16.86 = US$1.00.
FORWARD-LOOKING STATEMENTS
The statements contained in this Annual Report which are not historical
facts are forward-looking statements that involve risks and uncertainties.
Management cautions the reader that these forward-looking statements are only
predictions; actual events or results may differ materially as a result of risks
facing the Company. Such risks include, but are not limited to, the following
factors: competition; declining rates for international long distance traffic;
reliance on resellers; our inability to minimize credit risks; customer churn;
rapid technological change; rejection of our concession agreement in the
Dominican Republic; cellular fraud; our ability to implement our business plan
on schedule, including our Central American strategy; social, political and
economic conditions in our existing and target markets; our significant capital
expenditure and working capital requirements and our need to finance such
expenditures; the effect of our indebtedness on our ability to fund expansion
and remain competitive and of restrictions contained in such indebtedness;
concerns about health risks associated with wireless equipment; our inability to
manage effectively our rapid expansion; our inability to obtain licenses or
concessions in markets outside the Dominican Republic; the continued growth of
the Dominican and Central American economies, demand for telecommunication
services in the Dominican Republic and Central America and moderation of
inflation; and the continuation of a favorable political, economic and
regulatory environment in each of the Dominican Republic and Central America.
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PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not Applicable.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not Applicable.
ITEM 3. KEY INFORMATION
SELECTED FINANCIAL DATA
The following table provides selected financial and operating data of
TRICOM for the periods indicated. We have derived the selected financial data
from our consolidated financial statements, which have been audited by KPMG,
independent auditors. You should read the information in the following tables in
conjunction with "Operating and Financial Review and Prospects" and the
consolidated financials included in this Annual Report.
<Table>
<Caption>
YEAR ENDED DECEMBER 31,
1996 1997 1998 1999 2000
(IN THOUSANDS)(1)
STATEMENTS OF OPERATIONS DATA:
Operating revenues:
Toll $ 13,108 15,511 17,645 23,118 28,666
International 42,069 39,432 50,332 60,592 84,187
Local service 1,770 6,412 12,942 33,859 54,771
Cellular and PCS 11,011 13,073 20,364 26,474 35,796
Paging 5,170 5,079 4,528 2,696 1,704
Sale of equipment 3,969 5,502 4,115 7,690 5,263
Installation and activation fees 1,943 5,071 12,937 15,502 13,749
Other 24 21 2,640 889 162
Total operating revenues 79,064 90,102 125,501 170,819 224,298
Operating costs:
Satellite connections and carrier 30,172 31,271 32,309 43,688 68,608
Network depreciation 5,797 7,433 11,382 15,983 29,342
Expense in lieu of income taxes(2) 5,348 6,248 9,562 12,764 10,174
General and administrative expenses 22,185 25,631 39,379 51,501 70,691
Other 1,021 3,659 3,391 5,421 4,462
Total operating costs 64,523 74,242 96,024 129,357 183,276
Operating income 14,540 15,860 29,478 41,462 41,022
Other income (expenses):
Interest expense, net (10,699) (12,047) (12,873) (20,041) (30,736)
Foreign currency exchange gain (loss) 23 (706) 104 (203) (303)
Gain on sale of land - - - 898 -
Gain on sale of equipment - - - - 30
Other, net 233 (83) 845 179 (197)
Other expenses, net (10,443) (12,836) (11,924) (19,166) (31,206)
Earnings before income taxes,
extraordinary item and
cumulative effect of accounting change 4,098 3,023 17,554 22,296 9,816
Income taxes - - 352 (142) (588)
Extraordinary item - (5,453)(3) - - -
Cumulative effect of accounting change: - - - - -
Organization costs - - - (120) -
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Installations and activations revenues - - - - (16,453)(4)
Net earnings (loss) $ 4,098 (2,430) 17,906 22,035 (7,226)
Basic earnings per common share:
Earnings before extraordinary item and
cumulative effect of accounting change $ 0.41 0.17 0.78 0.89 0.33
Extraordinary item - (0.31)(3) - - -
Cumulative effect of accounting change - - - - (0.59)(4)
Net earnings (loss) $ 0.41 (0.14) 0.78 0.89 (0.26)
Average number of common shares outstanding 9,880 17,600 22,945 24,845 27,724
BALANCE SHEET DATA:
Cash and cash equivalents $ 4,292 5,733 15,377 13,460 18,200
Working capital (deficit) (43,586) 4,846 (19,600) (83,659) (125,299)
Property, plant and equipment, net 119,334 202,978 330,456 455,045 586,224
Total assets 163,480 321,144 444,815 531,478 682,440
Long-term debt and capital leases
(excluding current portion) 60,000 232,000 200,000 240,413(5) 276,744(5)
Total indebtedness 128,677 242,755 279,257 336,468 398,809
Shareholders' equity 24,523 42,093 127,561 149,869 210,796
OTHER FINANCIAL DATA:
Capital expenditures $ 32,104 92,668 142,101 145,426(5) 168,913(5)
Net cash provided (used) by operating
activities (2,908) 39,095 26,912 31,526 42,339
Net cash used in investing activities (32,440) (168,636) (121,171) (64,360) (149,395)
Net cash provided by financing activities 35,419 132,059 104,065 30,966 111,796
EBITDA(6) 26,407 31,497 53,662 75,063 87,681
Ratio of EBITDA to net interest expense 2.5x 2.6x 4.2x 3.7x 2.9x
Ratio of total indebtedness to EBITDA 4.9x 7.8x 5.2x 4.5x 4.5x
OTHER OPERATING DATA:
International minutes (in thousands) 126,484 157,411 231,075 360,532 597,204
Local access lines in service (at period
end) 17,071 43,195 80,616 118,926 148,312
Mobile subscribers (at period end) 16,136 41,107 108,532 176,080 284,991
</Table>
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(1) Except per share, ratios and other operating data.
(2) Since 1996, we have made payments in lieu of income tax to the
Dominican government, in accordance with the terms of our concession
agreement. These payments represent 10% of gross domestic revenues,
after deducting charges for access to the local network, plus 10% of
net international revenues. Expense in lieu of income taxes also
includes a tax, implemented in 1998, of 2% on international settlement
revenues collected. This tax amounted to $0.3 million in 1998, $0.6
million in 1999 and $0.4 million in 2000.
(3) Represents a write-off related to the refinancing of indebtedness.
(4) Effective January 1, 2000, we adopted the U.S. Securities and Exchange
Commission's Staff Accounting Bulletin No. 101, concerning the
recognition of revenue. This pronouncement provides that we recognize
net revenues from installations and activations over the period in
which we retain our clients, which based on our experience is
approximately 35 months. Since we previously recognized these revenues
when they were collected, this change in revenue recognition resulted
in a one-time, non-cash charge to earnings in 2000 of $16,452,799. At
December 31, 2000, deferred revenues for installations and activations
aggregated $14,654,886, which will be recognized as follows: $9,010,741
in 2001; $4,793,662 in 2002; and $850,483 in 2003. See Note 12 of Notes
to Consolidated Financial Statements.
(5) Includes capital lease obligations incurred during 1999 of $26.2
million and during 2000 of $17.7 million.
(6) EBITDA typically consists of earnings (loss) before interest and other
income and expenses, income taxes and depreciation and amortization. As
described in note 2 above we make payments to the Dominican government
in lieu of income taxes. As a result, we calculate EBITDA prior to the
deduction of payments to the Dominican government in lieu of income
taxes. Our calculation of EBITDA may not be comparable to EBITDA
calculated by other companies. We believe that EBITDA is useful to
investor because it commonly is used in the telecommunications industry
to analyze companies on the basis of operating performance, leverage
and liquidity. However, it does not purport to represent cash generated
or used by operating activities and should not be considered in
isolation or as a substitute for a measure of performance in accordance
with generally accepted accounting principles. For 1999 and 2000, we
have also added back to EBITDA amortization of radio frequency rights
of $198,333 and $320,186, respectively.
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EXCHANGE RATES
The Federal Reserve Bank of New York does not report a noon buying rate for
Dominican pesos. The following table sets forth the average official rate for
each of the five most recent years and each fiscal quarter within those
years, and the high and low official exchange rates for each of the previous
six months, all as reported by the Central Bank. The average official rate
has been calculated by using the average of the exchange rates on the last
day of each month during the period. At October 5, 2001, the average official
exchange rate was RD$16.66 per $1.00 while the average private market rate
was RD$16.90 per $1.00.
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<Caption>
AVERAGE OFFICIAL RATE AVERAGE PRIVATE RATE
(RD$ PER $) (RD$ PER $)
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YEAR ENDED DECEMBER 31, 1996.................... 13.19 13.66
YEAR ENDED DECEMBER 31, 1997.................... 13.97 14.25
YEAR ENDED DECEMBER 31, 1998.................... 14.70 15.23
YEAR ENDED DECEMBER 31, 1999.................... 15.83 16.03
YEAR ENDED DECEMBER 31, 2000.................... 16.18 16.37
</Table>
<Table>
<Caption>
PREVIOUS SIX MONTHS FOR YEAR ENDING OFFICIAL RATE PRIVATE RATE
DECEMBER 31, 2001 (RD$ PER $) (RD$)
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HIGH LOW HIGH LOW
---- --- ---- ---
April........................................... 16.66 16.66 16.90 16.85
May............................................. 16.66 16.66 16.85 16.85
June............................................ 16.66 16.66 16.85 16.85
July............................................ 16.66 16.66 16.85 16.84
August.......................................... 16.66 16.66 16.85 16.84
September....................................... 16.66 16.66 16.90 16.85
</Table>
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RISK FACTORS
You should carefully consider the risks described below and other
information in this report.
RISKS RELATING TO OUR CAPITAL STRUCTURE
OUR SUBSTANTIAL INDEBTEDNESS COULD ADVERSELY AFFECT OUR ABILITY TO FUND
EXPANSION AND OUR COMPETITIVE POSITION.
We are highly leveraged. At December 31, 2000, we had outstanding
approximately $398.8 million in aggregate principal amount of indebtedness,
including capital leases. At December 31, 2000, we had approximately $210.8
million total shareholders' equity.
The degree to which we are leveraged could have important consequences
to us, including the following:
- a substantial portion of our cash flow must be used to pay
interest on our indebtedness. Therefore, our cash flow available
for use in our business will be reduced;
- our high degree of leverage could increase our vulnerability to
changes in general economic conditions;
- our ability to obtain additional financing for working capital,
capital expenditures, acquisitions, general corporate purposes or
other purposes could be impaired;
- we are much more leveraged than our principal competitor, which
may be a competitive disadvantage in our principal market; and
- our failure to comply with covenants and restrictions contained
in our notes' indenture could lead to a default which could cause
that and other debt to become immediately payable.
WE MAY NOT BE ABLE TO GENERATE SUFFICIENT CASH FLOW FROM OPERATIONS TO
MEET OUR DEBT SERVICE REQUIREMENTS.
Our ability to pay interest on our indebtedness and meet our debt
service obligations will depend on our future performance, which in turn depends
on successful implementation of our strategy and on financial, competitive,
regulatory, technical and other factors, many of which are beyond our control.
Our interest expense for the year ended December 31, 2000 was $34.0 million and
our cash flow from operations for the year ended December 31, 2000 was $42.3
million. Approximately $122.0 million of our indebtedness will mature during the
year ending December 31, 2001, however, most of these borrowings will be renewed
or rolled over at maturity. Our ability to refinance any of this indebtedness
will depend on our financial condition at the time it matures, the restrictions
in the agreements governing our indebtedness and other factors, including
general market and economic conditions. If refinancing were not possible, we
could be forced to dispose of assets at unfavorable prices. In addition, our
inability to refinance these obligations could result in our defaulting on our
other debt obligations.
WE DEPEND ON SHORT-TERM BORROWINGS IN THE DOMINICAN FINANCIAL MARKETS,
WHICH BEAR HIGH INTEREST RATES AND WE CANNOT BE CERTAIN THAT THEY WILL
CONTINUE TO BE AVAILABLE.
We fund a substantial portion of our capital expenditure and working
capital requirements with short-term borrowings in the Dominican financial
markets. As of December 31, 2000, we had with Dominican financial institutions
RD peso-denominated debt equivalent to $3.5 million with interest rates at 26%
and U.S. dollar-denominated debt of $35.0 million, with interest rates ranging
from 9.69% per annum to 12% per annum. These borrowings have maturities ranging
up to 180 days and often are rolled over and payable on demand. However, our
current lenders may be unable or unwilling to lend to us in the future. Even if
these short term borrowings continue to
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be available to us, due to their short-term maturities, we may be required to
repay them at times when replacement financing is not available on
commercially attractive terms.
RISKS RELATED TO OUR OPERATIONS
OUR PRINCIPAL COMPETITOR IN THE DOMINICAN REPUBLIC, CODETEL, HAS
SUBSTANTIALLY GREATER MARKET SHARE AND RESOURCES, WHICH MAY PREVENT US
FROM MAINTAINING OR INCREASING OUR MARKET SHARE.
We compete primarily with Compania Dominicana de Telefonos C. por A.,
or Codetel, a wholly owned subsidiary of Verizon Communications Inc. Codetel has
an established market presence, networks and resources substantially greater
than ours. More than 75% of the Dominican Republic's local access line customers
are customers of Codetel. The growth of our market share depends upon our
ability to obtain customers in areas that currently are not served, or are
underserved, by Codetel and to convince Codetel customers to either add, or
switch to, the telephony services we offer. If Codetel implements significant
price reductions for particular services we may be forced to reduce our rates in
response in order to remain competitive. In addition, Codetel could expend
significantly greater amounts of capital than are available to us in order to
upgrade its network and/or sustain price reductions over a prolonged period. As
a result we may not be able to maintain or increase our market share.
THERE ARE NEW ENTRANTS IN THE DOMINICAN MARKETS, PARTICULARLY FOR
WIRELESS SERVICES, WHICH COULD INCREASE COMPETITION FOR OUR SERVICES,
REDUCE OUR MARKET SHARE OR INCREASE PRICE COMPETITION.
The Dominican government has granted telecommunications concessions to
a number of companies in the last several years. In 1999, France Telecom
acquired a company which has a concession to provide telecommunication services.
France Telecom has used the concession to offer wireless services. France
Telecom's marketing efforts has included offering services at discounts. In
January 2000, Centennial Cellular Corp. acquired 70% of All America Cables and
Radio, Inc., an integrated telecommunications provider. Centennial is attempting
to expand All America's share of the Dominican market for cellular and PCS
services. In the international long distance market, investment by U.S.
telecommunications companies in Dominican markets could limit the number of U.S.
carriers that would send a significant number of minutes to us or otherwise
adversely affect our ability to generate international settlement revenues. As a
result of these and other potential new entrants, we expect to face more
competition in the Dominican telecommunications market in the future, which
could adversely affect our ability to maintain our market share or require us to
lower prices.
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SETTLEMENT RATES FOR INTERNATIONAL TRAFFIC FROM THE UNITED STATES AND
PUERTO RICO COULD CONTINUE TO DECLINE, WHICH COULD REDUCE OUR
INTERNATIONAL SETTLEMENT REVENUES AND PROFIT MARGINS FROM THESE
REVENUES.
Revenues from incoming international long distance calls represented
approximately 40% of our operating revenues in 1998, 36% in 1999 and 38% in
2000. Approximately 98% of these revenues were attributable to calls originating
in the United States and Puerto Rico. Settlement rates for traffic between the
United States and the Dominican Republic have declined from $0.41 per minute
during 1996 to $0.10 per minute during 2000. We believe that competitive and
regulatory pressures could continue to push settlement rates lower. Future
decreases in settlement rates, without a corresponding increase in our
international long distance traffic from the United States, would reduce our
international settlement revenues and adversely affect the profit margins that
we realize on these revenues.
BECAUSE WE ARE RECEIVING AN INCREASING PORTION OF OUR INTERNATIONAL
MINUTES FROM U.S.-BASED RESELLERS, WE MAY EXPERIENCE SUBSTANTIAL
FLUCTUATION IN OUR INTERNATIONAL REVENUES.
Since 1997, we have derived an increasing proportion of international
revenues from U.S.-based resellers, which are companies that typically buy long
distance minutes in bulk and resell the minutes to other companies or individual
end users. During 2000, resellers originated approximately 45% of our
international long distance minutes from the United States to the Dominican
Republic. While we enter into agreements with resellers, they are not required
to provide us with any specified amount of traffic. The volume of minutes and
revenues we receive from these resellers may vary significantly because of their
uncertain financial condition.
INTENSE COMPETITION IN U.S. MARKETS AMONG INTERNATIONAL LONG DISTANCE
CARRIERS HAS RESULTED IN BANKRUPTCY FILINGS BY A NUMBER OF OUR RESELLER
CLIENTS. WE MAY NOT BE ABLE TO COLLECT MONIES THAT THESE CLIENTS OWE TO
US.
During 2001, six U.S. carriers with which we exchanged, exchange or
contracted at one time to exchange long distance service filed voluntary
petitions for bankruptcy. In four cases, our subsidiary, TRICOM USA, is an
unsecured, pre-petition creditor and has claims aggregating approximately US$1.5
million. We may not be able to recover the amounts owed to us and we may face
substantial delays in resolving our claims. In two cases, the bankrupt carriers
applied to prevent us from altering, refusing or discontinuing services,
although the courts in these cases did not grant the requests of these carriers.
We may be compelled to provide service to other carriers in bankruptcy under
terms mandated by the court, which may not be as favorable to us as terms that
we receive from other resellers.
EFFORTS TO MINIMIZE CREDIT RISKS MAY ADVERSELY AFFECT OUR EFFORTS TO
EXPAND OUR CUSTOMER BASE.
During 1996, we terminated service for a significant number of mobile
subscribers due to credit considerations, which adversely affected our results
of operations. Since that time, we have instituted measures to minimize consumer
credit risks. However, our efforts to minimize consumer credit risks may not be
successful as we expand and offer our services across many different social and
economic markets, including our expansion in Central America. Moreover, efforts
to minimize credit risks may limit the number of our new subscribers.
OUR NET GROWTH IN SUBSCRIBERS MAY BE REDUCED BY CUSTOMER DISCONNECTIONS
OR CHURN.
Our results of operations in the past have been, and in the future may
be, affected by subscriber disconnections. In order to realize net growth in
subscribers, we must replace disconnected subscribers and add new subscribers.
The sales and marketing costs associated with attracting new subscribers are
substantial, relative to the costs of providing service to existing subscribers.
Our average monthly disconnection rate, or "churn rate," during 2000 was 3.1%
for cellular and PCS subscribers and 2.3% for local access line subscribers. If
we are not able to maintain our credit policies, or not otherwise able to limit
churn, we will not experience net growth in subscribers.
WE MAY NOT HAVE SUFFICIENT RESOURCES TO KEEP PACE WITH CHANGES IN
TECHNOLOGIES USED TO PROVIDE TELECOMMUNICATIONS SERVICES OR THE
TECHNOLOGIES THAT WE HAVE CHOSEN TO PROVIDE SERVICE MAY BE LESS POPULAR
AMONG USERS THAN OTHER TECHNOLOGIES.
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If we do not offer the latest technology, we may not be able to retain
our existing customers or attract new ones. Our digital mobile technology could
become obsolete. Our investment, to date, in our Dominican market exceeds $700
million and we would require substantial investment to replace all or a
substantial part of it or our Central American network.
SPECIAL TAX PROVISIONS CONTAINED IN OUR CONCESSION AGREEMENT ARE
REQUIRED TO BE APPROVED BY THE DOMINICAN CONGRESS BUT HAVE NOT BEEN TO
DATE, WHICH MAY CAUSE OUR FUTURE TAXES PAYABLE TO THE DOMINICAN
GOVERNMENT TO INCREASE.
Our concession agreement with the Dominican government, which grants us
our right to operate as a telecommunications provider, provides for payments to
the Dominican government, in lieu of income tax imposed on other Dominican
corporations. Under the Dominican Constitution, provisions of agreements with
the Dominican government that contain exemptions from income tax only become
effective upon approval by the Dominican Congress. Neither our existing
concession agreement, nor the concession agreements of Codetel and other
competitors, all of which contain tax provisions identical to ours, has been
submitted to the Dominican Congress for approval. We are not aware of any plans
of the Dominican government to submit any concession agreements to the Dominican
Congress for approval.
If our concession agreement is presented to the Dominican Congress, it
may not approve or validate those provisions of the concession agreement
relating to the payment of taxes. If the provisions relating to the payment of
taxes in our concession agreement were to be disapproved by the Dominican
Congress, we believe that Dominican tax law would require the payment of a tax
equal to 25% of our adjusted net income, but never less than 1.5% of gross
revenues, payable in advance on a monthly basis, which is the current tax regime
generally applicable to Dominican corporate taxpayers. For 2000, this would have
resulted in our paying income taxes of $2.5 million compared to taxes in lieu of
income taxes of $10.2 million for 2000. However, the calculation of taxes on the
basis applicable to other Dominican corporations could result in our paying
greater taxes than we would otherwise pay under the terms of our concession
agreement.
WE MAY LOSE REVENUE OR INCUR INCREASED COST AS A RESULT OF FRAUDULENT
USE OF OUR PCS AND CELLULAR NETWORKS.
During 2000, we estimate that our lost revenues from fraudulent use of
our PCS and cellular networks totaled $711,000. Anti-fraud technology
continually becomes obsolete, and we will have to make future expenditures to
acquire and use anti-fraud technology.
OUR NETWORK OPERATIONS MAY BE VULNERABLE TO HACKING, VIRUSES AND OTHER
DISRUPTIONS.
"Hacking" involves efforts to gain unauthorized access to information
or systems or to cause intentional malfunctions or loss or corruption of data,
software, hardware or other computer equipment. Hackers, if successful, could
misappropriate proprietary information or cause disruptions in our services.
Security breaches could have a material adverse effect on our business. In
addition, the inadvertent transmission of computer viruses could expose us to a
material risk of loss or litigation and possible liability. Moreover, if a
computer virus affecting our system is highly publicized, our reputation could
be materially damaged and our user traffic may decrease.
RISKS RELATING TO OUR EXPANSION STRATEGY
WIRELESS TELECOMMUNICATIONS SERVICES COMPANIES HAVE A LIMITED HISTORY
IN OUR EXISTING AND TARGETED MARKETS, ACCEPTANCE OF OUR SERVICES IS
UNCERTAIN, AND WE MAY NOT BE ABLE TO SUCCESSFULLY IMPLEMENT OUR
BUSINESS PLAN.
Due, in part, to the limited history of wireless communications
services in our existing market in the Dominican Republic and our targeted
markets in Central America, we face many uncertainties in our markets that may
affect our ability to grow or implement our business plan. These uncertainties
include:
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- the size of the markets for wireless communications services;
- the penetration rates of these markets;
- the ability of potential subscribers to pay subscription and
other fees;
- the extent and nature of the competitive environment in these
markets; and
- the immediate and long-term commercial viability of wireless
communications service in these markets.
As a result of these uncertainties, we may make significant investments
in developing a network and promoting our digital mobile services in markets
where we may not achieve significant market acceptance for our services. If this
occurs we may be unable to recover our investment in these markets.
WE MAY NOT BE ABLE TO FINANCE OUR CAPITAL EXPENDITURE NEEDS WHICH COULD
RESULT IN THE DELAY OR ABANDONMENT OF SOME OR ALL OF OUR DEVELOPMENT
AND EXPANSION PLANS AND EXPENDITURES.
We currently anticipate that our capital expenditures will be
approximately $122 million in 2001. We believe that we will continue to expend
substantial amounts in subsequent years. We believe our cash generated by
operations and borrowings available to us will be sufficient to fund our
expected capital expenditures through the end of 2001. In the event additional
funds are required, we would be forced to obtain them through additional
borrowings, including, if available, vendor financing or through the public or
private sale of debt or equity securities. Acquisitions or investments may
require additional financing. There can be no assurance that additional
financing will be available to us or, if available, that it can be obtained on
terms acceptable to us or within limitations that are contained in our current
or future financing arrangements. Our ability to access additional funds may be
limited by:
- the terms of our existing financing agreements, including
restrictive covenants;
- conditions in the U.S. and in international markets that may
adversely affect the availability or cost of capital;
- the volatility of the economies of Latin America and Asia, or in
the local markets in which we operate, which may make lenders
less likely to extend credit to us;
- our high level of indebtedness, which may affect our
attractiveness as a potential borrower; and
- the market's perception of our performance.
Failure to obtain additional financing could result in the delay or
abandonment of some or all of our development and expansion plans and
expenditures, including the building of our iDEN network in Central America.
WE DO NOT HAVE EXPERIENCE IN OPERATING A CABLE TELEVISION BUSINESS AND
IF WE ARE UNABLE TO SUCCESSFULLY INTEGRATE TELECABLE, OUR BUSINESS,
FINANCIAL CONDITION AND RESULTS COULD BE ADVERSELY AFFECTED.
We have not previously operated a cable television business. The
success of our acquisition, in part, will depend on our ability to integrate it
into our existing systems. Some of our existing operational, financial and
management systems may be incompatible with or inadequate to effectively
integrate and manage the Telecable systems. In addition, we may not be able to
retain or recruit qualified personnel which may be required. We also may
encounter unexpected operating difficulties, liabilities or contingencies. Any
of these or other factors could significantly delay or even preclude our
realizing synergies or other benefits from our acquisition or place significant
demands on our management and financial resources.
SOCIAL, POLITICAL AND ECONOMIC CONDITIONS IN CENTRAL AMERICAN MARKETS,
INTO WHICH WE PLAN TO EXPAND, MAY CAUSE VOLATILITY IN OUR OPERATIONS
AND ADVERSELY AFFECT OUR REVENUES FROM THESE MARKETS.
We plan to expand into Central American telecommunications markets in
which we have not operated previously and these markets will present numerous
challenges to us. Poor social, political and economic conditions, matters over
which we have no control, could inhibit our market entry and subsequent
performance. Social and
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political conditions in parts of the Central American markets are volatile
and may cause the nature and results of our operations to fluctuate.
Historically, volatility in parts of the Central American markets has been
caused by:
- significant governmental influence over many aspects of local
economies;
- political and economic instability;
- unexpected changes in regulatory requirements;
- social unrest;
- slow or negative growth;
- imposition of trade barriers;
- wage and price controls;
- natural disasters; and
- this volatility could make it difficult for us to sustain our
operations in these markets, which could adversely affect our
business.
GOVERNMENT REGULATIONS IN VARIOUS COUNTRIES MAY HAMPER OUR ABILITY TO
GROW AND IMPLEMENT OUR STRATEGY.
In each market that we are considering, one or more regulatory entities
regulate the licensing, construction, acquisition, ownership and operation of
our wireless communications systems. Adoption of new regulations, changes in the
current telecommunications laws or regulations or changes in the manner in which
they are interpreted or applied could adversely affect our operations. Because
of the uncertainty as to the interpretation of regulations in some countries in
which we may operate, we may not always be able to provide the services we have
planned in each market. It is possible that, in the future, we may face
additional regulatory prohibitions or limitations on our services or on foreign
ownership of telecommunications companies. Inability to provide planned services
could make it more difficult for us to compete in the affected markets. These
issues could affect our ability to operate in targeted markets, and therefore
impact our growth and strategy plans.
IN CENTRAL AMERICAN MARKETS, GOVERNMENT-OWNED OR AFFILIATED
TELECOMMUNICATIONS COMPANIES, WIRELINE MONOPOLY OPERATORS AND
MULTINATIONAL TELECOMMUNICATION COMPANIES MAY HAVE SIGNIFICANT
COMPETITIVE ADVANTAGES THAT WOULD HINDER THE DEVELOPMENT OF OUR
WIRELESS BUSINESS THERE.
In some markets in Central America, we may not be able to compete
effectively against:
- incumbent government-owned telecommunications companies;
- formerly government-owned companies in which the government may
or may not retain a significant interest;
- wireline monopoly operators; and
- multinational telecommunications companies.
We may be at a competitive disadvantage in these markets because these
competitors may have:
- close ties with national regulatory authorities;
- control over connections to local telephone lines;
- larger customer base;
- greater managerial and technical talent;
- ability to cut prices;
- better name recognition;
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- larger spectrum positions;
- greater managerial and technical talent;
- ability to cut prices;
- larger coverage areas than those of our operating companies; or
- the ability to subsidize competitive services with revenues
generated from other services they provide.
For example, in Panama, Cable & Wireless has temporary exclusivity over
wireline services and only an affiliate of Bell South and Cable & Wireless are
licensed to provide wireless services. These competitors, among others, may
adversely affect our ability to develop our wireless business in Central
America.
INITIALLY, OUR COVERAGE IN CENTRAL AMERICAN MARKETS WILL NOT BE AS
EXTENSIVE AS THOSE OF OTHER WIRELESS SERVICE PROVIDERS IN OUR MARKETS,
WHICH MAY LIMIT OUR ABILITY TO ATTRACT AND RETAIN CUSTOMERS.
At first, we plan to provide wireless services only in the metropolitan
areas and large business centers of Central America. Since our digital mobile
networks will not initially offer nationwide coverage in the countries in which
we are considering and our technology limits our potential roaming partners, we
may not be able to compete effectively with other wireless providers in our
markets.
Many of the wireless providers in our targeted markets have entered
into roaming agreements with each other, which permit these providers to offer
coverage to their subscribers in each other's networks. While the iDEN
technology that we will deploy is compatible with GSM technology (Global System
for Mobile Communications), it is not compatible with any other wireless
technology operating in our spectrum. As a result, we cannot enter into roaming
agreements with the operators of these other networks. Our customers also will
not be able to roam on other systems using technology identical to or compatible
with ours where we do not have a roaming agreement. As a result, we will not be
able to provide coverage to our subscribers outside of our planned operating
digital mobile markets until:
- we build out additional networks in areas outside our initially
planned markets;
- other operators deploy technology compatible to the technology
that we will deploy in markets outside of our planned coverage
areas and we enter into roaming agreements with those operators;
or
- handsets that can be used on both our wireless communications
networks and networks deploying other technologies become
available and we enter into roaming agreements with the operators
of those networks.
OUR EQUIPMENT IS MORE EXPENSIVE THAN THAT OF SOME COMPETITORS IN
CENTRAL AMERICA MARKETS, WHICH MAY AFFECT OUR ABILITY TO ESTABLISH AND
MAINTAIN A SIGNIFICANT SUBSCRIBER BASE.
We will market multi-function digital handsets. The higher cost of our
equipment, as compared to analog handsets and some digital handsets that do not
incorporate a comparable multi-function capability, may make it more difficult
or less profitable for us to attract customers. This may reduce our growth
opportunities or profitability.
WE MAY FACE DELAYS CONSTRUCTING OUR DIGITAL MOBILE NETWORK IN CENTRAL
AMERICA WHICH WOULD HARM OUR OPERATIONS.
We may not be able to complete our currently planned construction
successfully or in a timely manner. If we do not, our ability to establish a
subscriber base, improve the transmission quality of our digital mobile services
and expand our service area could be impaired. It may be necessary to
substantially change our proposed plans or otherwise alter our currently
anticipated time frames or budgets because we are not able to:
- locate suitable sites for communications sites or towers;
- obtain any required zoning variances or other governmental or
local regulatory approvals;
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- negotiate acceptable purchase, lease, or other agreements; or
- obtain quality supplies in a timely manner, if at all.
We also may encounter delays caused by
- frequency cross-interference with other radio spectrum users,
including television stations;
- shortages of equipment or skilled labor;
- engineering or environmental problems;
- work stoppages;
- weather interference; and
- unanticipated cost increases.
WE ARE NOT EXPERIENCED IN SELLING AND MARKETING IDEN SERVICES OR IN
CENTRAL AMERICAN MARKETS WHICH COULD AFFECT OUR ABILITY TO ESTABLISH OR
MAINTAIN A SIGNIFICANT SUBSCRIBER BASE.
Once our digital mobile network operations are in place in a particular
market, the development of a significant, quality subscriber base depends on the
success of our sales and marketing efforts and the receptiveness of the
marketplace to our services. We have limited experience in marketing iDEN
services and local conditions in our target markets may require us to modify our
sales and marketing efforts or rely, in part, on the efforts of independent
dealers and distributors to market our services. If the sales and marketing
teams of our operating companies and the independent dealers and distributors
are not able to establish a large subscriber base consisting of quality
customers in our new markets, our revenues will not grow as planned.
SINCE WE RELY PRINCIPALLY ON ONE SUPPLIER TO IMPLEMENT OUR DIGITAL
MOBILE NETWORKS, ANY FAILURE OF THAT SUPPLIER TO PERFORM COULD HURT OUR
OPERATIONS.
Motorola is currently our sole source for the iDEN digital network
equipment and handsets used throughout our markets. If Motorola fails to deliver
necessary technology improvements and enhancements and system infrastructure
equipment and handsets on a timely, cost-effective basis, or discontinues
providing this technology altogether we would not be able to service our
existing subscribers or add new subscribers.
MOTOROLA MAY SUPPLY IDEN TECHNOLOGY TO OTHER COMPANIES WHICH COULD
NEGATIVELY AFFECT OUR COMPETITIVE POSITION IN THE CENTRAL AMERICA.
Motorola, which supplies the iDEN system that we use in Central
America, agreed that it would not sell iDEN technology to anybody else for use,
before agreed upon dates, in Panama, Costa Rica, Guatemala, Honduras, El
Salvador and Nicaragua. Its agreement was conditioned upon our placing orders
for systems in each of those countries by specified dates. Except for Panama, we
have not placed the orders necessary to preserve the head start afforded to us
by Motorola's agreement. As a result, Motorola is free to provide the technology
in those countries to anybody else. If it did so, we could lose an important
competitive advantage to us.
CONCERNS ABOUT HEALTH RISKS ASSOCIATED WITH WIRELESS EQUIPMENT MAY
REDUCE THE DEMAND FOR OUR SERVICES.
Portable communications devices have been alleged to pose health risks,
including cancer, due to radio frequency emissions from these devices. The
actual or perceived risk of mobile communications devices could adversely affect
us through a reduction in subscribers, reduced network usage per subscriber or
through reduced financing available to the mobile communications industry.
Studies performed by wireless telephone equipment manufacturers have
investigated these allegations and additional studies are ongoing.
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RISKS RELATING TO OUR PRINCIPAL MARKET, THE DOMINICAN REPUBLIC
OUR FINANCIAL CONDITION AND RESULTS OF OPERATION COULD BE ADVERSELY
AFFECTED BY DOWNTURNS IN THE DOMINICAN ECONOMY.
Most of our operations are conducted in, and most of our customers are
located in, the Dominican Republic. Accordingly, our financial condition and
results of operations are substantially dependent on economic conditions in the
Dominican Republic. While the Dominican Republic's GDP has grown every year
since 1991, this growth may not continue in the future. Future developments in
the Dominican economy could impair our ability to proceed with our business
strategies, our financial condition or our results of operations. Our financial
condition and results of operations also could be adversely affected by changes
in economic or other policies of the Dominican government or other political or
economic developments in or affecting the Dominican Republic, as well as
regulatory changes or administrative practices of Dominican authorities, over
which we have no control.
POVERTY, SOCIAL UNREST AND SHORTAGES OF BASIC SERVICES IN THE DOMINICAN
REPUBLIC COULD AFFECT THE USE OF TELECOMMUNICATIONS SERVICES, WHICH
WOULD DECREASE OUR REVENUES.
The Dominican Republic has widespread poverty. As recently as November
1997, the country experienced riots, partly as a result of price increases and
shortages of water and electricity. Several state-owned companies have been
privatized, including the country's state-owned electric utility company, and
there can be no assurance that the implementation of these privatizations will
not cause social unrest. Any increase of poverty, social unrest or shortage of
basic services could adversely affect the use of telecommunications services.
ALTHOUGH INFLATION IN THE DOMINICAN REPUBLIC HAS BEEN MODERATE SINCE
1990, INCREASES IN THE INFLATION RATE WOULD ADVERSELY AFFECT THE
DOMINICAN REPUBLIC'S ECONOMY AND THE DEMAND FOR OUR TELECOMMUNICATIONS
SERVICES.
Inflation has moderated in the Dominican Republic since 1991, following
an austerity program instituted by the Dominican government. According to the
Central Bank, the annual rates of inflation were 3.9% for 1996, 8.4% for 1997,
7.8% for 1998, 5.1% for 1999 and 9.0% for 2000. However, the country has
experienced high levels of inflation in the past, including an inflation rate of
79.9% for 1990. Any increase in the value of the U.S. dollar against the
Dominican peso directly affects the Dominican Republic's inflation rate because
the Dominican Republic relies heavily on imports from the United States of raw
materials and consumer goods. High inflation levels could adversely affect the
Dominican Republic's economy and reduce demand for telecommunications services.
THE VOLATILITY AND DEPRECIATION OF THE DOMINICAN PESO AGAINST THE U.S.
DOLLAR COULD REDUCE THE AMOUNT OF CASH WE WILL HAVE TO REPAY OUR
INDEBTEDNESS OR FUND OUR OPERATIONS, INCLUDING THE PURCHASE OF
TELECOMMUNICATIONS EQUIPMENT.
For 1998, 1999 and 2000, we earned between 55% and 65% of our operating
revenues in Dominican pesos and the remainder of our operating revenues in
foreign currency, primarily in U.S. dollars. The percentage of operating
revenues in Dominican pesos could increase if we successfully increase our share
in Dominican local markets in accordance with our strategy. The Dominican peso
has depreciated in value against the U.S. dollar in the past and may be subject
to fluctuations in the future. Most of our outstanding indebtedness is U.S.
dollar-denominated and must be paid in U.S. dollars. Vendors of
telecommunications equipment all require that we pay for equipment in U.S.
dollars. The devaluation of the Dominican peso could affect adversely our
ability to purchase U.S. dollars in order to service our debt obligations and
pay our equipment vendors. Our purchase of substantial amounts of U.S. currency
in Dominican markets could adversely affect the value of the Dominican peso in
relation to the U.S. dollar, and make these purchases more costly for us.
ITEM 4. INFORMATION ON THE COMPANY
TRICOM, S.A. is incorporated in the Dominican Republic. Our operations
are headquartered at Ave. Lope de Vega No. 95, Santo Domingo, Dominican Republic
and our telephone number at the above address is 809-476-4000.
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Our website address is www.tricom.net. Our agent in the United States is CT
Corporation System. This agent can be reached at 1633 Broadway, New York, NY
10019 and at telephone number (212) 664-1666.
BUSINESS OVERVIEW
OVERVIEW
We are a leading full service communications service provider in the
Dominican Republic. We offer local, long distance, mobile, Internet and
broadband data transmission services. Our wireless network covers
approximately 85% of the population in the Dominican Republic. Our network
providing local service is 100% digital, the only such network in the
Dominican Republic. Telecommunications networks that employ digital
technology can transmit higher quality signals at lower cost. We also own
interests in undersea fiber optic cable networks that connect and transmit
telecommunications signals between Central America, the Caribbean, the United
States and Europe. Fiber optic cable is composed of glass strands and
transmits telecommunications signals in the form of light. Through our
subsidiary, TRICOM USA, Inc., we own telecommunication switching facilities
in New York, Miami and Puerto Rico. Using these facilities, we originate,
transport and terminate international long-distance traffic. We are one of
the few Latin American long distance carriers that is licensed by the U.S.
Federal Communications Commission to use switching facilities that it
operates to connect long distance traffic.
Since our inception in 1992, we have diversified our operations, and
have captured a significant share in key markets entirely through internal
growth. In 1999, we carried approximately 40% of the southbound voice and data
traffic from the United States to the Dominican Republic. Since we introduced
wireless services in 1995, we have achieved an approximate 40% market share as
of year-end 2000, based upon data published by the Instituto Dominicano de las
Telecomunicaciones, or INDOTEL, the Dominican agency that regulates
telecommunications. From 1996 to 2000, we increased revenues from $79.1 million
to $224.3 million, representing a compounded annual growth rate of 30%.
We were the leader in the Dominican Republic for 1998 and 1999 in net
new customer additions in the market for local service and in 1998 for net new
customer additions for mobile services, based upon data published by INDOTEL.
Our recent success is reflected in the following period-to-period changes in
operating statistics from 1999 to 2000:
- Local access lines increased 24.7% to 148,312;
- Cellular and PCS subscribers increased 61.9% to 284,991; and
- International long distance traffic increased 65.6% to 597.2
million minutes.
Our growth has resulted from aggressive marketing, excellent customer
service, rapid deployment of state-of-the-art technologies and the use of highly
integrated management information systems. Our experienced core management team,
in place since 1996, has successfully executed our business strategy,
implementing our entry into new markets and introducing new product offerings.
We have built a strong brand name in the Dominican Republic. Today, our wireless
network covers approximately seven million people. In 1999, as part of our local
services product offering, we launched a wireless local loop system in areas of
Santo Domingo and Santiago, the two largest cities in the Dominican Republic, as
well as in nine other cities. Using wireless local loop technology, we can
connect a customer within 48 hours, substantially less time than required for
wireline installation.
We plan to establish in selected Central American markets a mobile
service network targeted at business customers that will provide uninterrupted
connection throughout the region without any change in service provider or
equipment. We will deploy an advanced integrated radio-telephone and dispatch
communications system known as IDEN-Registered Trademark-, developed by
Motorola. This technology enables us to use spectrum efficiently and offer
multiple wireless services on one digital handset. We plan to capitalize on the
increasing demand by business customers for a product that provides advanced
mobile services and a complete solution for their intra-regional communication
needs.
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We have purchased a 51% interest in a Panamanian company, Cellular
Communications of Panama, S.A., now TRICOM Panama, S.A., which owns the
frequency rights for 107 channels of 25 megahertz each. TRICOM Panama has
approximately 1,600 analog mobile users. These frequencies will give us access
to nationwide coverage, covering a population of approximately 2.81 million
people. Currently, we are constructing an iDEN network, at a cost as of June 30,
2001 of approximately $30 million, in Panama City and Colon, the two largest
cities in Panama, and in important transportation corridors in other parts of
the country. Our expected completion date for this phase of the buildout is the
fourth quarter of 2001. We will offer digital mobile integrated services,
including two-way radio, paging and interconnect services.
In 2000, we were awarded, in a government auction, radio frequency
rights in Guatemala to 172 channels of 25 megahertz, providing us with
nationwide coverage. We also have acquired in El Salvador radio frequency rights
for an aggregate of 185 channels of 25 megahertz, that provides spectrum to
operate our iDEN network. We currently do not intend to develop a network in
either Guatemala or El Salvador in 2001
MARKET OPPORTUNITIES
We believe that the Dominican and Central American telecommunications
markets represent attractive opportunities and that the following factors will
drive growth in these markets:
- UNDERSERVED DOMINICAN MARKET. At December 31, 1999, teledensity, the
ratio of local access lines per 100 inhabitants, in the Dominican
Republic was 9.3 and the ratio of wireless subscribers per 100
inhabitants was 3.1, according to the International Telecommunications
Union, or ITU. The ratios in Puerto Rico were 32.7 for teledensity and
15.0 for wireless.
- DOMINICAN ECONOMY AMONG THE FASTEST GROWING IN LATIN AMERICA. Gross
Domestic Product in the Dominican Republic grew at an average annual
rate exceeding 7.9% from 1996 through 2000, according to the Central
Bank of the Dominican Republic. The Dominican Republic experienced real
Gross Domestic Product growth of 8.3% in 1999 and 7.8% in 2000
according to the Central Bank. This has made it one of the fastest
growing economies in Latin America. The World Bank projects growth for
the Dominican Republic to exceed 7% in 2001.
- STRONG GROWTH IN THE DOMINICAN TELECOMMUNICATIONS MARKET. In 2000, the
total telecommunications market in the Dominican Republic was
approximately $1.1 billion, according to the Central Bank. The
telecommunications market in the Dominican Republic grew at an average
annual rate of 17.5% from 1995 to 2000 according to the Central Bank.
- UNDERSERVED CENTRAL AMERICAN BUSINESS MARKETS. Markets in Central
America share many of the characteristics of markets in the Dominican
Republic, including:
-rapidly growing economies;
-the development of intra-regional trading markets fostered by
the adoption of free trade agreements;
-low penetration of telecommunications services, continuing
privatization and liberalization of markets for
telecommunications services; and
-and current limited competition in the telecommunications
service sector.
COMPETITIVE STRENGTHS
We believe that the following factors give us a competitive advantage
in our existing and targeted markets:
ADVANCED NETWORK. We have the only network providing 100% digital local
service in the Dominican Republic and a wireless network covering approximately
85% of the population. Our local network features a wireless local loop system
that enables us to connect a customer within 48 hours, substantially less time
than required
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for wireline installation. We currently have switching facilities in New York
and Puerto Rico, and interests in international fiber optic cable undersea
systems that connect Central America and the Caribbean with the United States
and Europe. These facilities enable us to originate, transport and terminate
traffic at reduced costs. Our advanced networks also provide our customers
with high quality voice and data transmission.
STRONG BRAND NAME RECOGNITION AND MARKETING CAPABILITIES. Our creative
marketing and excellent customer service have allowed us to build a strong brand
in our existing markets and to achieve substantial market share in each of our
service offerings. We capitalize on our brand name recognition and marketing
programs both in the Dominican Republic and to target ethnic communities in New
York, New Jersey, New England, Florida and Puerto Rico. In the Dominican
Republic we consistently lead the market in introducing innovative business
practices and products using advanced technology. We were the first operator in
the Dominican Republic to offer prepaid cellular, international calling cards,
Internet service and offerings combining different services and pricing options.
STRONG TRACK RECORD OF REVENUE AND EBITDA GROWTH. We have increased
revenue and earnings before interest, taxes depreciation and amortization
sequentially in each of the last five years. We have increased our revenue and
cash flow by internal growth and without acquiring other operations. This
enables us to minimize our reliance on borrowings in funding our network
build-out. We believe that the revenue and cash flow growth characteristics of
our existing businesses will give us the financial flexibility to capitalize on
future expansion opportunities.
EXPERIENCED MANAGEMENT. Our management team has significant experience
in the telecommunications industry and a track record of building revenues and
positive cash flows in telecommunications markets. The core team has been with
us since the inception of commercial service in the Dominican Republic. Our
ability to identify market opportunities and adapt to new technologies has
enabled us to attain significant market share while competing with a dominant
provider with greater resources.
OUR STRATEGY
Our goal is to capitalize on our key strengths to further build our
market share and penetrate new markets, while maximizing revenues and cash
flows. We intend to:
EXPAND EXISTING MARKET COVERAGE IN THE DOMINICAN REPUBLIC AND THE UNITED STATES
BY:
DEPLOYING CAPITAL PRUDENTLY TO ENHANCE REVENUE GROWTH AND MARGINS
In building our networks in the Dominican Republic, we have managed our
investments to respond to the demand for our services, market conditions and the
availability and cost of financial resources. In implementing our expansion
programs, we plan to build on our business model, targeting markets in Central
America with characteristics similar to markets in which we have competed to
date. We will manage our expenditures to respond to the success of our different
programs and will deploy our financial resources where the combination of demand
and the likelihood of returns are greatest. In Central America, we intend to
build out our network in one local market or country at a time, initiating
service in Panama, for example, before making a significant commitment to other
countries. We believe this should allow us to measure the results of our
strategy before committing additional resources.
FOCUSING ON HIGH-GROWTH MARKET SEGMENTS IN THE DOMINICAN REPUBLIC, INCLUDING
RESIDENTIAL LOCAL AND WIRELESS SERVICES.
Substantial unmet demand for residential local service remains in the
Dominican Republic as large segments of the Dominican population still have
limited access to this service. Based upon information published by the
Instituto Dominicano de las Telecomunicaciones or INDOTEL, at December 31, 2000,
there were approximately 894,164 local access lines in service, representing a
teledensity rate of approximately 10.5%. As part of our local service offering,
we plan to expand our wireless loop system into three additional cities in 2001
and increase capacity in the areas currently covered by the system. In December
1999, we introduced prepaid local access service, which accounted for the
addition of 43,920 gross line in 2000.
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The mobile wireless market has been the fastest growing segment of the
Dominican telecommunications market since 1996. Based on information published
by INDOTEL, we believe that, since 1996, the mobile wireless market has grown at
an annual average rate of 71%. We believe that there potentially is a market of
approximately 1.5 million subscribers. Our cellular network covers approximately
85% of the population and our PCS network covers approximately 66% of the
population. With these two networks we are able to offer dual-band service,
allowing PCS customers to use their mobile phone over our analog service as
well. We intend to expand our PCS system into additional cities over the next
several years, resulting in coverage of 75% of the Dominican population.
EXPANDING OUR LONG DISTANCE OPERATIONS IN THE UNITED STATES TO TARGET ADDITIONAL
ETHNIC AND GEOGRAPHIC MARKETS AND TO EXPAND OUR OWNERSHIP AND CONTROL OF
DISTRIBUTION CHANNELS
As we expand our long distance network in Central America and the
Caribbean, we plan to target additional ethnic and geographic markets in the
United States through TRICOM USA. We will then be able to offer end-to-end long
distance services to these new markets by connecting calls in each country
through telecommunications facilities that we own and operate in each country.
TRICOM USA relies on distributors and resellers for the placement of
its prepaid calling cards and the generation of international traffic to the
Dominican Republic and other destinations. Resellers do not operate their own
telecommunications networks but purchase minutes and re-sell them to consumers.
In order to expand our market presence, and at the same time enhance the
profitability to us of traffic generated by our prepaid cards, we will consider
opportunities to acquire distributors of prepaid calling cards.
Through the acquisition of resellers, we can capture a greater share of
the market for outgoing minutes and increase direct access to customers, which
should enhance our profit margins. Resellers also give us greater access to
ethnic markets in which we already participate and access to new ethnic markets.
CAPITALIZING ON OPPORTUNITIES IN THE DOMINICAN REPUBLIC CREATED BY THE GROWING
DIGITAL ECONOMY TO EXPAND OUR BROADBAND DATA TRANSMISSION BUSINESS AND INTERNET
OPERATIONS.
As the Dominican economy has expanded, there has been greater demand
for broadband data transmission and Internet services. Our fully digital
network positions us to provide broadband access and high speed data
transmission to both the corporate and residential markets. During 2000, we
introduced:
- digital subscriber lines, or xDSL, that provides high-bandwidth
transmission of voice and data over regular telephone lines
- very small aperture terminal, or VSAT, a relatively small
satellite antenna used for high speed satellite-based single to
multiple point data transmissions, including for the internet, and
- local multipoint distribution service, or LMDS, technologies,
which is a broadband wireless single to multiple point
communication system that can be used to provide digital two-way
voice, data, Internet and video services.
The implementation of these technologies on a commercial basis enhances
our delivery of broadband service. We will also consider acquiring or investing
in cable television systems that would enhance our access to the market for
voice and high speed data transmission.
EXPAND INTO SELECTED CARIBBEAN AND CENTRAL AMERICAN MARKETS BY:
OFFERING A DIFFERENTIATED SET OF SERVICES DIRECTED TO CORPORATE CUSTOMERS,
FOCUSING ON HIGHLY CONCENTRATED BUSINESS CENTERS IN OUR TARGETED CENTRAL
AMERICAN MARKETS.
We believe that several countries in Central America have markets that
have demographic, regulatory and demand characteristics similar to those in the
Dominican market at the time we initiated our operations. These characteristics
include underserved markets and increased liberalization of the
telecommunications industry. In these countries, we believe we have the
opportunity to export our business model. We will target business customers
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because they offer certain advantages, including a stronger credit profile
and, on average, higher revenue per user. In other markets, including the
United States and in Latin America, the deployment of iDEN technology has
resulted in some of the highest revenues per unit within the wireless markets.
We will offer a package of services and features that combines multiple
communications services in one digital subscriber unit. We intend to emphasize
the differentiated features of iDEN technology and our networks, including
digital mobile telephone services, mobile dispatching, two-way messaging,
push-to-talk and one-to-many connections.
APPLYING WIRELESS OPERATING EXPERTISE, SCALABLE BACK OFFICE SYSTEMS AND
MARKETING KNOW-HOW TO DEVELOP OUR IDEN CENTRAL AMERICAN OPERATIONS.
We will rely on the technical expertise that we have developed to
deploy wireless technologies to enter new markets. Our deployment of a
CDMA-based wireless network has enabled us to enhance our mobile services
capabilities while also accelerating the expansion of our local access presence
in the Dominican market. Our scalable back office systems, which integrate
sales, customer service, collections and financial control functions will allow
us to expand our operations in a cost-efficient manner. We believe that our
marketing know-how is an integral part of our sales model. This model features
proactive sales efforts, targeted sales campaigns and reduction of credit risk
through promotion of prepaid services. We believe this model can be exported to
other markets in Central America.
LEVERAGING OUR EXISTING RELATIONSHIPS WITH KEY SUPPLIERS, INCLUDING MOTOROLA,
NORTEL AND HARRIS, TO CONTINUE OUR BUILDOUT IN THE DOMINICAN REPUBLIC AND TO
PROVIDE TURNKEY SOLUTIONS IN OUR TARGETED CENTRAL AMERICAN MARKETS.
Our relationships with our suppliers, including Motorola, Nortel and
Harris, are important as we continue to upgrade and deploy our digital mobile
networks and provide new products and services to expand our subscriber base.
Access to the technology, supplier relationships, network development and
marketing expertise of these companies could afford us significant competitive
advantages. We intend to continue to leverage their expertise in the future as
we enhance and expand our networks and launch new products and services.
SERVICE OFFERINGS
Our service offerings include:
- Local service;
- Mobile services;
- International long distance; and
- Broadband data transmission and Internet.
LOCAL SERVICE
We are a competitive local exchange carrier in the Dominican Republic
and had 148,312 local access lines in service at December 31, 2000, including
29,386 net line additions during 2000. We were the leader in net line additions
in 1998 and 1999. Our local access network covers areas with approximately 85%
of the population of Santo Domingo, Santiago and eight additional cities.
All of our basic telephone service customers have access to a range of
value-added services, including call forwarding, three-way calling, call
waiting, caller ID and voicemail applications. In addition to local service, we
provide direct-dialed, collect and operator-assisted international and domestic
long distance services and Internet access to our residential and corporate
customers.
We offer our customers broad flexibility in assembling customized
packages of services, which provide our customers with cost savings and enhanced
control over their consumption of telephone services. Customers may choose from
a menu of services, including domestic and international long distance services,
local service and value-
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added services. They also may bundle their local access service with cellular
or PCS, paging and Internet services. Service packages permit customers to
preset their monthly bills based upon, for example, local service minutes as
well as long distance minutes and specified destinations. Customers are
responsible for paying for usage levels in excess of preset package amounts,
at regular per minute rates. We believe that providing customers with such
budgeting capability increases consumer confidence in using
telecommunications services, consequently allowing for increased service
penetration, higher levels of customer satisfaction and lower incidence of
delinquent payments.
We have accelerated our local access network expansion program by
deploying a wireless local loop. The wireless local loop consists of
receivers, that are installed at a customer's house, and digital switches.
The receiver is connected by cable to a standard telephone jack that connects
to a standard telephone. The receiver is powered by the customer's home power
supply and also contains a battery that allows operation to continue for up
to approximately 24 hours of standby and eight hours of talk time in the
event of a power outage. The wireless local loop offers voice quality as
clear as telephones connected by wirelines.
We also sell fully integrated systems and components for both turnkey
systems and private telephone networks used within enterprises. We are an
exclusive distributor in the Dominican Republic for Mitel and Comdial equipment,
two leading manufacturers of private branch exchanges and key telephone systems.
We are also a leading provider of computer telephony integration systems in the
Dominican Republic.
MOBILE SERVICES
Our mobile network covers approximately 85% of the Dominican Republic's
population. We currently offer both cellular and PCS service. According to
INDOTEL, there were approximately 705,431 analog and PCS cellular subscribers in
the Dominican Republic at December 31, 2000. At December 31, 2000, we had
284,991 cellular subscribers, including 32,809 PCS subscribers, representing
approximately 40% of the Dominican mobile telephony market. Our net addition of
cellular and PCS subscribers in 2000 was 108,911, which represents 39% of net
subscriber additions for 2000 in the Dominican Republic. We were the leader in
net addition of mobile wireless subscribers in 1998.
The number of our cellular and PCS subscribers grew by 62% during 2000.
We attribute a substantial portion of this growth to our prepaid cellular and
PCS card, the Amigo card. At December 31, 2000, prepaid cellular and PCS
subscribers accounted for 285,038, or 94%, of our 302,613 total cellular and PCS
subscribers in the Dominican Republic. We estimate that other companies
accounted for an additional 158,600 prepaid cellular and PCS subscribers, and
that the total Dominican market base for cellular and PCS was 856,613
subscribers, so that prepaid cellular and PCS accounted for 52% of the entire
cellular and PCS market of the Dominican Republic at December 31, 2000. Our
Amigo card program has expanded our cellular and PCS customer subscriber base
because it offers cellular and PCS service to individuals who would not satisfy
our current credit policies and because it appeals to customers who prefer to
budget their cellular and PCS telephone spending.
We have offered PCS service since April 1999. This technology provides
for added security and privacy compared with traditional analog systems, and it
also offers greater capacity. PCS customers are able to receive all of the
benefits related to a digital service, including digital messaging, caller ID
and voicemail. Our PCS network covers areas with approximately 66% of the
population in the Dominican Republic and is less extensive than our analog
network. We offer a dual-band service, allowing customers to use seamlessly
their mobile phones nationwide over both digital and analog networks.
We also have entered into arrangements with major consumer electronics
retailers and a network of independent cellular and PCS dealers to offer our
cellular and PCS services in conjunction with their sale of handsets. As a
result of our arrangements with major electronics retailers for the sale by them
of handsets in conjunction with subscriptions for our services, we sold handsets
to less than 15% of our new subscribers in 2000. We do not subsidize or provide
credit on the sale of cellular and PCS handsets.
We have provided paging services since April 1995. At December 31,
2000, we provided paging services to 21,622 subscribers, representing
approximately 16.1% of the Dominican paging market. In 1999 we stopped
soliciting new paging subscribers. We believe that the success of our prepaid
cellular and PCS program has contributed
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to the decline of paging as a significant part of our business because
customers have replaced paging services with prepaid cellular services.
INTERNATIONAL LONG DISTANCE
In the Dominican Republic, we provide international long distance
services to our local access, cellular and PCS customers. In addition, we offer
prepaid calling cards for international long distance, the Efectiva and Conexion
cards, that can be used from any telephone in the Dominican Republic. We operate
telephone centers that provide access to telephone services to individual
customers who either do not have telephone services in their own homes or who
are attracted by the competitive pricing of the telephone centers. The centers
offer a wide range of telephone services, including bill payments and sales of
service in addition to long distance.
In the United States, our subsidiary TRICOM USA provides international
carrier services primarily to resellers, which account for an increasing share
of international long distance traffic between the United States and the
Dominican Republic. Through our telecommunications switching facilities in the
United States, we have been able to provide resellers with an alternate channel
for sending international long distance traffic. In addition, by controlling the
origination, transport and termination of international long distance traffic
between the United States and the Dominican Republic, we believe that we are
able to send and receive such traffic at a lower cost to us than by exchanging
traffic with traditional international carriers.
Each year since the initiation of TRICOM USA's operations, we have
derived a greater percentage of international revenues from resellers. During
2000, resellers originated approximately 45% of the international long distance
minutes from the United States to the Dominican Republic that we received.
Minutes delivered by resellers may fluctuate significantly. While we enter into
agreements with resellers, they are not required to provide to us any amount of
traffic. The price per minute charged by us to a reseller is negotiated as often
as dictated by the market. At December 31, 2000, we received traffic from
approximately 38 resellers.
TRICOM USA also markets a number of prepaid cards to ethnic communities
in New York, New Jersey, Rhode Island, Massachusetts, Illinois, California,
Saint Thomas, Puerto Rico and Canada. Each prepaid card is assigned a unique
identification number and a face value ranging from $2 to $20. The prepaid
card's dollar balance is reduced by the cost of each call. TRICOM USA sells the
cards to distributors that resell the cards to retail outlets.
BROADBAND DATA TRANSMISSION AND INTERNET
We provide broadband data transmission services to 119 of the 400
largest business customers in the Dominican Republic based on assets, through
several means of delivery including fiber optic cable and digital wireless
point-to-point radio links. In addition, we provide these large customers with
data circuits Internet access, private networks and frame relay services with
branches in the different cities in the country. We recently increased
transmission capacity to provide larger bandwidths and data services are
expected to have a strong growth with the commercial launch of both the digital
subscriber lines, or xDSLs, that provide high-bandwidth transmission of voice
and data over regular telephone lines and the very small aperture terminals, or
VSATs, relatively small satellite antennas used for high speed satellite-based
single to multiple point data transmissions, including for the internet.
In the Dominican Republic we are the second largest Internet Service
Provider. We provide Internet connectivity to the residential and corporate
markets through traditional dial-up connections, dedicated lines and very small
aperture terminals, or VSATs, relatively small satellite antennas used for high
speed satellite-based single to multiple point data transmissions, including for
the internet, with speeds ranging from 56 kilobytes per second to 2 megabytes
per second. During 2000, we deployed our digital subscriber lines, or xDSLs,
that provides high-bandwidth transmission of voice and data over regular
telephone lines, and wireless broadband delivery solutions. Our PCS and paging
services are now fully integrated with our Internet service, offering short
messaging services, including email and digital messaging through our website,
www.tricom.net.
In March 2000, we entered into a five-year $25 million contract with
the Dominican Republic Department of Education to provide broadbased satellite
Internet access and Intranet services to every public high school in the
Dominican Republic. We have been utilizing Intellicom's, a wholly owned
subsidiary of SoftNet Systems, state-of-
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the-art content caching technology and comprehensive family of value-added
services to deliver fast and efficient end-user access to the Internet.
Intellicom is a wholly owned subsidiary of SoftNet Systems.
MARKETING AND SALES
Our advertising and promotional materials in the Dominican Republic
emphasize that we are a full-service provider of local, cellular, data and
long distance services and that customers can realize significant savings
from the packaging of services. We use targeted marketing programs,
concentrating on those areas of urban centers where we currently provide
services and employ marketing techniques often used to promote consumer
products, including television, radio and newspaper advertising, door-to-door
sales for basic local service and the use of credit card lists and other
databases to identify and contact potential users of cellular and PCS
services. We distribute gifts to potential and new subscribers, including
prepaid calling cards, bonus coupons and other promotional goods bearing our
logo. Other means of advertising include billboards, block parties and
telemarketing.
LOCAL AND MOBILE SERVICE
In the initial stages of our deployment of local services, we relied
primarily on door-to-door sales, reflecting the limited geographic extent of
our conventional local telephone network buildout. Since the deployment of
the wireless local loop which gave us ubiquitous presence in the major cities
of the country, we have used mass media to a greater extent to promote our
local telephone services. Approximately 65% of gross additions of local
access lines are by direct sales and 35% are completed at our commercial
points of sale.
We have achieved our mobile market share growth through direct sales
and database marketing techniques, telemarketing and aggressive massive
advertising. We sell mobile services from 13 of our offices and more than 246
other offices operated by independent distributors. Through direct sales, we
also pursue additional corporate and commercial accounts which, in 2000,
accounted for as much as 10% of airtime but represented only 2% of our
cellular and PCS subscriber base. We also have entered into arrangements with
major consumer electronics retailers to offer our cellular and PCS services
in conjunction with their sale of handsets.
Our advertising for PCS services emphasizes voice quality, clarity
and value-added services. Our advertising for prepaid cellular services
emphasizes convenience, the ability to budget telecommunication expenses and
accessibility to customers without credit history.
Our corporate sales and marketing approach to large business
customers is to offer comprehensive and customized telecommunications
solutions for each corporate customer's needs. Our sales staff works with
each customer to gain a better understanding of that customer's operations
and to develop application-specific solutions that are appropriate for each
customer. Many of our sales executives have engineering backgrounds and are
supported by product development and customer service teams.
INTERNATIONAL LONG DISTANCE
In the Dominican Republic, in addition to our local access and
mobile subscribers, we target individual customers who do not have telephone
services in their own homes for our long distance services. In the United
States, we target the large immigrant Dominican community and other ethnic
populations.
We feature our prepaid cards, Efectiva and Conexion, in our
advertisements for our basic services, as well as in separate advertising.
Our advertising emphasizes the accuracy and reliability of our billing and
the savings that subscribers can realize. The Efectiva and Conexion cards are
distributed at our commercial offices, call centers and through wholesalers
and retailers. In the Dominican Republic, we have six wholesale distributors
and an internal sales force targeting smaller retailers totaling 3,200 points
of sale for our prepaid cards.
TRICOM USA advertises its prepaid cards on radio and through print
media targeted at Dominican and other ethnic communities. Advertisements
emphasize price, voice quality as well as patriotic or ethnic themes. Cards
are distributed to wholesalers under the TRICOM name and are sold primarily
in small retail stores, including groceries, beauty parlors, drugstores and
newsstands.
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BROADBAND DATA TRANSMISSION AND INTERNET
For broadband data transmission services, we target the Dominican
Republic's 400 largest businesses, which require more sophisticated
technology and demand more service and support. Our marketing professionals
target these businesses in the Dominican Republic, including large
multinationals, local business conglomerates and the largest hotels.
In the residential market we offer packages that bundle Internet access
together with our local, wireless and other services. We have entered into
arrangements for the distribution of Internet access services through major
Dominican computer retailers, by pre-installing our services and offering the
first month of service free of charge. In a promotion to increase computer
penetration in the country, we have also launched our "ENTER-NET" plan offering
financing provided by Bancredito, a bank affiliated with GFN, our largest
shareholders, for computer equipment bundled with Internet access via our
service.
We recently launched a number of broadband delivery systems. These
platforms will enable us to increase our penetration into markets requiring high
speed data transmission and Internet access.
CUSTOMER SERVICE
In the Dominican Republic, we provide customer service for all of
our services through 11 service centers and 16 commercial offices. We plan to
add eight service centers during 2001. We also allow customers to pay bills
at offices of Bancredito. There are approximately 275 such offices, all of
which are linked to our central billing and collection system.
Our customers may subscribe for telephone services, pay and obtain
information about monthly bills and inquire about billing adjustments at our
offices. To enhance customer service, our representatives use our customer
service system linked to our central billing and service order system,
enabling them to handle expeditiously both billing and service inquiries.
We provide a 24-hour interactive voice response service through
which customers can register claims and make billing inquiries. In addition,
customers may access their account information online 24 hours a day, 7 days
a week, on our website, www.tricom.net. Our website provides information
about our services and can be used to purchase products including prepaid
cards, cellular phones and accessories.
We seek to provide installation and repair services to our customers
on par with such services provided by the best telecommunications companies
throughout the world. In order to achieve this goal, we have established
service benchmarks for, among other things, network availability,
installation and repair intervals.
Our customer service department gathers information from our
customers, which we then use to tailor our products and services to meet
customer needs. We contact customers shortly after initial installation to
address any service concerns or problems that they may have. We regularly
survey our customers to determine their satisfaction with our services and to
improve services based upon the explanations offered by customers who
voluntarily cancel their services. Furthermore, we have a customer retention
department that works to determine the cause for customer churn and also to
develop appropriate retention strategies to target this segment.
During 2000, in an effort to improve our customer service, we
retained Cambridge Technology Partners to develop a customer relationship
management system, integrating our information systems and our customer
relationship management software. This system allows customer service
representatives to access all billing, service order and other client
specific information. This enables us to offer speedier service and more
efficient follow through and to monitor every step of the customer service
relationship. We expect to complete the implementation of these systems by
the end of 2001.
BILLING AND CREDIT POLICIES
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We have developed an integrated billing system for local, long
distance, cellular, paging and value-added services. The integrated billing
system enables our customers to obtain a single bill, providing detailed
information about charges for all services rendered. We have led the
Dominican telecommunications market in the introduction of billing packages
that provide detailed call reports with time-of-day, day-of-week and
destination information as well as flexible billing discount programs which
are similar to those found in the most competitive markets outside the
Dominican Republic. Our subscribers can call our center and speak with a
customer care representative and obtain account and statement information.
Our customers also can access information over the telephone through
"FONOCOM," an interactive voice response system that enables customers to
consult their most recent calls and account balances. Our customers also may
request a copy of their bill, which is then delivered to them via facsimile
transmission.
Cash payments may be made at walk-in commercial offices, centers and
affiliated bank branches, or funds may be debited from credit cards or bank
accounts. Our customers also may pay their bills at any one of our over 200
payment stations, which are located in neighborhood gas stations, grocery
stores and other retail outlets.
Residential customers, who are not prepaid customers, subscribing
for basic telephone service are required to pay an installation fee of up to
RD$1,495 ($88) in cash. If the customer chooses to pay the installation fee
in installments, he must pay a 50% down payment and the balance within two
months. Each residential basic telephone service subscriber has a credit
limit of approximately $313. We contact any customer exceeding this credit
limit and request that such customer pay all or part of the outstanding bill.
In December 1999, we introduced a prepaid local access line program. This
program appeals to customers who prefer to budget their telephone spending
and allows us to expand our market to customers who otherwise would not
qualify under our credit policies.
We require all individuals wishing to subscribe for cellular and PCS
services to own a credit card or prepay either by using the Amigo card or
making a deposit through the Cellflex prepayment program. Our service
contracts do not cover a specified amount of time and remain in effect as
long as each customer remains active and current in paying its bills. Each
cellular and PCS service subscriber is assigned a credit limit, which varies
depending upon the individual's monthly usage and payment history.
Since 1996, our policy has been to suspend service for all
residential basic telephone service subscribers if payment is not received
within 45 days after a bill is issued and to terminate service 45 days after
the suspension date. Cellular, PCS and paging services are suspended when the
prepayment balance is exhausted or when a customer's credit limit is reached.
Customers must pay RD$215 ($13) for wireline services, RD$73 ($5) for paging
services and RD$255 ($16) for Internet services in order to reinstate service
after termination. Cellular subscribers whose service has been terminated may
reconnect only by purchasing an Amigo prepaid card or by paying RD$188 ($12)
to obtain Cellflex services.
We had an average monthly churn rate for cellular and PCS subscribers
of 3.1% in 2000 compared to an average monthly churn rate of 1.8% in 1999,
reflecting primarily our decision in the fourth quarter to eliminate lower
revenue-generating prepaid customers by shortening the expiration of our prepaid
calling cards to 30 days. We calculate average monthly churn by dividing the
number of subscribers disconnected during the year by the sum of subscribers at
the beginning of each month during such year.
TRICOM USA distributes its prepaid cards through wholesale
distributors. Depending on their credit history and the length of their
relationship with TRICOM USA, wholesalers are required to pay in full for
calling cards upon delivery or are extended credit for up to 15 days. All
distributors of prepaid cards in the Dominican Republic are extended credit
for up to 30 days.
TRICOM USA requires that new and smaller reseller customers pay on a
weekly basis for long distance services. Some customers that have a previous
relationship with TRICOM USA are extended a 15-30 day credit, on average,
depending on proven reliable finance conditions. Traditional long distance
carriers generally pay TRICOM USA within 60 to 90 days for traffic.
MANAGEMENT INFORMATION SYSTEMS
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Our management information systems are designed to provide two
principal functions. First, they must generate accurate information in real
time, which employees at all levels of the organization can readily access,
particularly those employees who deal directly with customers. Second, our
customers must be able to access directly pertinent information from our
computer network. We have designed a fully integrated, open architecture
computer network with a view to providing these functions.
We use Oracle as our unified database and software application
development tool set. We use Oracle Financials for accounts payable, accounts
receivable, general ledger, purchase orders, inventory control and fixed asset
accounting.
We have developed an integrated billing system that runs on the Oracle
platform. Our billing system rates calls in one-second increments for calls made
from our retail telephone centers, six-second increments for calls made with our
prepaid calling cards and one-minute increments for calls made from local access
lines, cellular and PCS telephones. The billing system also enables us to rate
calls according to each customer's specific service package, thus permitting us
to offer tailored packages.
NETWORK INFRASTRUCTURE
Our state-of-the-art network includes:
- Our local access network;
- A digital wireless point-to-point transmission system;
- Our mobile network ;
- Two satellite earth stations in the Dominican Republic and
capacity in eleven international undersea cables; and
- Switches in New York, Puerto Rico and in Miami to connect
international traffic originating in the U.S.
We invested over $700 million from 1992 through 2000 to develop our
network, which is fully digital except for portions of our cellular network.
LOCAL SERVICE AND MOBILE NETWORK
The core of our network is composed of Nortel International gateway
switches. These switches have switching capacity of more than 4,300 digital
trunk lines and possess special features such as ultra-high-speed, port-to-port
call switching that can handle 240,000 calls per second. Our switch time-of-day
capability allows us to distribute efficiently our telecommunications traffic
and provide, as a result, more competitive pricing. Our switches also provides
statistical call distribution information, which allows us to control our flow
of traffic. Without such capabilities, we would have to conduct these monitoring
tasks manually. The switches also enable us to use one common channel for
signaling purposes, optimizing the channels available for voice transmission.
Without this capability, a network must use each of its channels to signal the
origination and termination for each call, which often results in uncompleted
calls and poor circuit utilization.
Our wireline local access network is composed of Northern Telecom and
Nortel International central switches, 38 remote switches and 33 digital loop
carriers. Each of the central switches is capable of supporting up to 90,000
customers. Our Northern Telecom switches enable us to offer value-added services
including caller identification, three-way calling and automatic recall. Our
intra-city network is comprised of 500 route miles of fiber optic cable and over
3,000 miles of copper cable in seven cities.
We use digital loop carrier technology, which is digital network
transmission equipment used to provide multiple phone conversations, and fiber
optic cable to connect to local access lines. Our central office switches are
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connected by fiber optic cable to various digital loop carriers located
throughout the three largest cities in the Dominican Republic. The digital
loop carriers can be located up to 160 kilometers away from the central
office switch. The digital loop carriers are small in size and can be easily
installed at relatively low cost. These digital loop carriers, in turn, carry
telecommunications traffic by copper or fiber optic lines to the customer.
All these activities are remotely monitored by our management system, located
at our central office. Without the use of the digital loop carriers, we would
have to maintain additional central office switches, which would require us
to incur substantial additional costs, including land acquisition, obtaining
the necessary rights-of-way and hiring additional personnel to manage these
operations.
We transmit our domestic traffic through a fully redundant digital
wireless point-to-point backbone system, which provides both intra-city and
inter-city telecommunications services. A point-to-point backbone system is a
dedicated connection between two endpoints of a communications network. The
backbone system links approximately 85% of the country's population, including
Santo Domingo, Santiago, San Francisco de Macoris and certain key areas in the
eastern and northern regions of the country that are centers of the tourist and
agricultural business industries. The wireless point-to-point system serves the
areas that have high telecommunications usage, including large industrial and
commercial areas. We interconnect with Codetel in 11 cities of the Dominican
Republic.
To oversee and monitor the activities of our network infrastructure, we
have installed a network management system. This system allows us to manage our
central office switches and remotely monitor all network components. The
management system provides continuous information regarding our equipment, any
equipment failure, and the security of the network. In addition, it allows the
central office to send commands and to test our network.
Our cellular network in the Dominican Republic uses analog technology
and our PCS network uses CDMA or digital protocol. Our analog mobile network
currently has 86 cell sites and two mobile switching centers, in Santo Domingo
and Santiago which enable us to provide mobile coverage to those regions of the
Dominican Republic with the greatest demand for mobile services. To provide PCS
service, we use two Motorola digital switches, 72 cell sites and ten digital
repeaters, which allow us to provide PCS service in 12 main cities and
continuous coverage in the main highway routes of the country.
INTERNATIONAL LONG DISTANCE NETWORK
In July 1998, we installed our own state-of-the-art switching facility
in the New York metropolitan area, which we subsequently upgraded to allow us to
provide multiple international signaling protocols. We also installed a switch
in Puerto Rico that became operational in the second half of 2000, and an
additional switch was installed in Miami and became operational in the first
quarter of 2001. By having our own switching facilities, we can provide
termination of international long distance traffic at very competitive rates to
several countries in addition to the Dominican Republic.
By purchasing and leasing international traffic capacity from various
systems, we have diverse options to route our international traffic, and are
fully connected to the international network. We have purchased capacity in
international submarine fiber optic cables that have been built to send and
receive international traffic to and from various countries. These submarine
cables include Americas I, Columbus II, Columbus III, TAINO CARIB and Antilles
1, which directly provide service, or connect with other cables that provide
service to Latin America, the Caribbean and Europe. We own 23% of the Antilles 1
submarine cable, which connects the Dominican Republic to the United States via
Americas I, Columbus II, Taino Carib, Americas II and Arcos I. In addition, we
have an earth station which connects to the PanAmSat satellite system and an
earth station which connects to the INTELSAT satellite system serving the
Atlantic region, Africa and Europe. The use of these satellite facilities also
allows us to route international traffic between the Dominican Republic and most
other countries in the world.
BROADBAND DATA TRANSMISSION AND INTERNET NETWORK
Our Internet Services is provided by a Sun, 3Com and Cisco platform.
The network has equipment to connect to international carriers, including
Teleglobe, UUNET and Sprint. Currently, we have the capacity to handle more than
10,000 dial-up users and provide email, Internet connection, web hosting,news
and real audio/video.
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Other new services are under development through a Nortel Network
Shasta Platform. This platform will enable us to offer virtual private networks
to our customers, which provides security, filtering content, bandwidth
guarantee and other services.
Data communications services are primarily targeted to the business
community and provided at a variety of speeds. Our data communications network
consists of Newbridge data multiplexing nodes, which are network connection
points that allow for the transmission of two or more signals over a single
channel, linked to fiber optic ring and digital wireless point-to-point radio
links. The "last mile" to the customer is provided through fiber optic cable
and/or digital wireless point-to-point radio links. Currently we have 3,269
access lines offering speeds in excess of 56 kilobytes per second. Our data
network has the capability to monitor the communications link all the way to
customer desktop level and to support multiple data protocols such as ATM and
frame relay.
Our technology infrastructure is built and maintained to assure
reliability, security and flexibility and is administered by our technical
staff. Each of our servers can function separately, and key components of our
server architecture are served by multiple redundant machines.
We maintain our central production servers at the data center of our
headquarters. Our operations depend on the ability of the network operating
centers to protect their systems against damage from fire, hurricanes, power
loss, telecommunications failure, break-ins or other events.
We employ in-house and third-party monitoring software to monitor
access to our production and development servers. Our reporting and tracking
systems generate daily traffic, demographic and advertising reports, which are
copied to backup tapes each night.
COMPETITION
LOCAL AND MOBILE OPERATIONS
We currently compete against four other telecommunications companies in
the Dominican market: Codetel, Centennial Dominicana, Orange and Skytel.
Codetel, a wholly owned subsidiary of Verizon, is an integrated
communications service provider which has the largest number of local access
lines in the country.
In January 2000, Centennial Cellular Corp. announced its acquisition of
70% of All America Cables and Radio and during the last quarter of 2000,
introduced PCS service in Santo Domingo. Skytel, a U.S. paging service provider,
has been granted a license by the Dominican government and now provides paging
services in the Dominican Republic.
In 1999, France Telecom acquired a company which had been granted a
concession and launched cellular services during the last quarter of 2000.
The Dominican government also has granted concessions to the following
telecommunications companies which either have not commenced operations yet or
have minimal operations: Telecomunicaciones America, C. por A., Compania
Telefonica del Norte, S.A., Servicios Globales de Telecomunicaciones, S.A.,
Defisa, S.A., Comunicaciones Dominicanas S.A., Turitel S.A. Economitel C. por
A., and Servicios Moviles de Comunicacion, S.A., (MOVICELL). Each of the
concessions allows for the provision of the same telecommunications services
that we provide. In addition, we believe that international telecommunications
companies, from time to time, have considered investments in the Dominican
market.
The growth of our market presence in the Dominican Republic depends
upon our ability to obtain customers in areas that currently are not served or
are underserved by Codetel and to convince these customers to either add or
switch to the telephony services provided by us. We initially attempted to
compete with Codetel by providing lower rates. From time to time, Codetel has
implemented significant price reductions for certain categories of calls in
response to our marketing initiatives and, as a result, forced us to modify
rates for certain services. We will continue our efforts to compete by reaching
unmet demand and providing innovative products and competitive pricing, reliable
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communications, responsive customer service and accurate billing. We emphasize
that customers can realize savings through our packaged service offerings. In
addition, we will leverage our fully integrated and completely digital wireline
network to continue to provide accurate and reliable basic and value-added
telephone services. However, i.e. Codetel, if it decided to do so, could spend
significantly greater amounts of capital than are available to us. Codetel also
could upgrade its network or sustain price reductions over a prolonged period.
Any such efforts by Codetel could have a material adverse effect on our ability
to increase or maintain our market share and on our results of operations.
INTERNATIONAL LONG DISTANCE
The international telecommunications industry is intensely competitive
and subject to rapid change precipitated by changes in the regulatory
environment and advances in technology. Our success depends upon our ability to
compete with a variety of other telecommunications providers in the United
States and in each of our international markets. Our competitors include large
facilities-based multinational carriers including AT&T, MCI/WorldCom and Sprint,
smaller facilities- based wholesale long distance service providers in the
United States and overseas that have emerged as a result of deregulation and
switched-based resellers of international long distance services. We compete on
the basis of price, reliability, quality of transmission, capacity at any time
to terminate traffic and customer service. We expect that competition will
continue to intensify as the number of new entrants increases as a result of the
new opportunities created by the 1996 Telecommunications Act, implementation by
the FCC of the United States' commitments under the World Trade Organization and
basic telecommunications agreements and changes in legislation and regulation in
various foreign target markets.
CENTRAL AMERICA MOBILE SERVICES
STRATEGIC FOCUS
We have targeted markets in Central America in which we intend to offer
mobile services using Motorola's iDEN technology. These services include digital
mobile telephone services, mobile dispatching, two way messaging, push-to-talk
and one-to-many connection. We believe that Central America is an attractive
market to target as one congruous telecommunications region for the following
reasons:
(a) FIRST ENTRANT PROVIDER OF MOTOROLA'S IDEN SERVICES IN CENTRAL
AMERICA
We plan to be the first telecommunications operator to establish a
seamless intra regional mobile network targeted at business customers using a
single transmission technology, iDEN, in the major business centers in Central
America where the majority of the urban population reside. iDEN is a proven
technology, principally used by Nextel, which had over 7.6 million subscribers
worldwide and 4.5 million subscribers in Latin America as of December 31, 2000.
Currently there are no iDEN subscribers in Central America which is a logical
strategic extension of the iDEN network since it fills out the systems between
North and South America. As the first market entrant to offer iDEN in Central
America, we plan to capitalize on the demand by business customers for a product
that provides advanced mobile services.
(b) HIGH OVERALL ECONOMIC GROWTH
The economies in Central America in our target markets are experiencing
a high rate of growth in real Gross Domestic Product. The average compounded
annual growth rate in real Gross Domestic Product for those countries was 3.8%
from 1995 to 2000, and is projected to be 4% in 2001.
(c) STRONG DEMAND IN THE WIRELESS SECTOR
In 1999, cellular penetration in Central America was approximately 6.7%
compared to 8.1% in Latin America and 30.8% in the U.S. Total cellular
subscribers in Central America grew by 259% between 1998 and 1999, according to
Pyramid Research. Growth in the wireless sector is expected to continue in the
region as a result of (1) increased liberalization of telecommunications
markets; (2) continued deregulation within the telecommunications sector; and
(3) the expansion of wireless infrastructure.
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(d) CLOSE INTRA-REGIONAL BUSINESS PRACTICES
Central America consists of seven countries - Belize, Costa Rica, El
Salvador, Guatemala, Honduras, Nicaragua and Panama, linked together by common
borders with a total population of approximately 35 million people. The Mercado
Comun Central Americano (Central American Common Market), started in the mid
1970s, established the framework which allows the free flow of trade throughout
the Central American region (with the exception of Belize). Since being enacted,
an increasing number of multinational companies have established operations
throughout the region and, consequently, have developed similar business
practices. We believe that a seamless wireless network will provide the right
solution to allow business customers to roam across borders and through myriad
networks.
(e) LOGICAL EXTENSION OF OUR EXISTING NETWORK
We have interests in international fiber optic submarine cable systems
that connect Central America and the Caribbean with the United States and
Europe. These facilities will enhance the implementation of our intra-regional
strategy, as well as contributing to our share of international traffic. Our
interests in submarine cable systems and our ownership of switching facilities
enable us to originate, transport and terminate traffic at reduced costs. We
also will capitalize on our scalable back office systems, which integrate sales,
customer service, collections and financial control functions. These allow us to
expend our operations in a cost-efficient manner.
Our objective is to provide roaming throughout the region using a
unified platform. This will allow us to achieve cost savings in network
buildout. Our undersea fiber optic facilities provide connections between each
of our targeted markets and our support systems in the Dominican Republic.
To date, we have obtained rights to frequencies in El Salvador and
Guatemala and have acquired a majority interest in a company that owns
frequencies in Panama. We also will consider offering services in two other
countries, Costa Rica and Honduras.
Generally, in implementing our digital mobile network strategy, we
intend to form an affiliation with a local group in each country to expand our
telecom services and to promote and use the TRICOM name in each market. We
believe that affiliations with local groups will provide the following benefits:
- familiarity with compliance of regulatory matters;
- knowledge in adapting to the local markets; and
- access to an existing customer base.
(f) TECHNOLOGY
We intend to create a digital mobile network in each of our targeted
markets using Motorola's proprietary iDEN-Registered Trademark- technology. iDEN
technology provides one network with four communications systems: dispatch
radio, full-duplex telephone interconnect, short message service and data
transmission, including packet data and circuit data.
Developed by Motorola, iDEN uses a number of technologies, including
single transmission technology, to provide services with maximum spectrum
efficiency. Through the use of TDMA technology, which is a technology used in
digital cellular telephone communication that divides each cellular channel into
three time slots in order to increase the amount of data that can be carried,
iDEN is able to divide channels into time slots. Thus, one channel can perform
multiple voice and data functions. VSELP technology further increases the iDEN
technology by compressing and digitally coding data signals, reducing the amount
of data that is transmitted on the multiple channels provided by TDMA. The
implementation of a digital mobile network using iDEN technology will
significantly increase the capacity of our proposed channels and will permit us
to use our specialized mobile radio spectrum more efficiently.
iDEN is used in Argentina, Brazil, Canada, China, Colombia, Israel,
Japan, Korea, Mexico, Peru, the Philippines, Singapore and the United States.
Some of the advantages of the iDEN technology for us include:
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- marketing primarily to businesses which have a stronger credit
profile;
- ability to transmit more information in a timely manner;
- on average, higher revenue per user; and
- increased capabilities and value-added services, including a
one-to-one mode, a group mode, a pager mode and two-way messaging.
Some of the advantages of the iDEN technology for our customers
include:
- instant access;
- lower cost with bundled pricing;
- work productivity tool;
- worldwide roaming;
- packet data solutions; and
- vertical data applications.
In addition to the iDEN technology, it will be necessary for us to
purchase additional technologies and site components from third parties,
including microwave radios, towers, shelters and power generators. We have
engaged in negotiations for the additional technology and site components for
our Panama system and have not concluded any agreements for them to date.
However, we believe that there are alternate sites or suppliers available and
that we will be able to satisfy our requirements for the technology and site
components for Panama and our other targeted Central American markets.
On July 31, 2000, we entered into an infrastructure supply agreement to
buy systems and license the iDEN technology from Motorola. This serves as a
regional frame agreement for our purchase of systems for each country in the
region, except Belize. The system components to be supplied include switches,
radio subsystems dispatch systems, packet data and intelligent network
components. Motorola will provide installation, integration, optimization,
management and system engineering, software maintenance and training services.
The agreement provides that Motorola will provide us with preferred
deployment consisting of priority production, manufacturing and delivery of the
entire initial system purchase order before the initiation of any work for any
purchase orders of other customers. In Panama and Costa Rica, the period of our
preferred deployment will be until the earlier of the date our system is first
in commercial operation and in the case of Panama, 24 months from the execution
of the agreement and in the case of Costa Rica, 24 months from the placement of
our initial system purchase order. For each of Guatemala, El Salvador, Nicaragua
and Honduras, the agreement provides that Motorola will provide us with a
headstart and will not place another iDEN system into commercial service in each
such country until 24 months after the date of our initial system purchase order
in that country. Motorola's obligation to provide preferred deployment or a
headstart, in each case, is subject to applicable local laws and is conditioned
upon our placing an initial system purchase order from that country by April 30,
2001. We placed an order for an initial system for Panama concurrently with the
execution of the agreement but have not placed any other orders to date. The
agreement also provides price discounts for enhanced base transceiver stations,
or EBTS, which are antennae located at base sites to provide radio coverage in
specific geographic areas, based on the volume of our orders. The agreement
contains a warranty for Motorola manufactured hardware equipment for 12 months
following the date of shipment and other customary terms and provisions.
REGULATORY MATTERS
The licensing, construction, ownership and operation of wireless
communications systems are regulated by governmental entities in each of the
Central American countries we have identified. The grant, maintenance, and
renewal of applicable licenses and radio frequency allocations are also subject
to regulation. In addition, these matters
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and other aspects of wireless communications systems operations, including
rates charged to customers and the resale of wireless communications
services, may be subject to public utility regulation in the jurisdiction in
which service is provided. Changes in the current regulatory environments,
the interpretation or application of current regulations or future judicial
intervention in those countries could impact our business. These changes may
affect interconnection arrangements, requirements for increased capital
investments, prices we may charge for our services or foreign ownership
limitations, among other things.
EXISTING INVESTMENT
Set forth below is a description of our existing investments in Panama,
Guatemala and El Salvador:
PANAMA
OVERVIEW
We have purchased a 51% interest in a Panamanian company, Cellular
Communications of Panama, S.A., known as Celcom, which owns the frequency rights
for 107 channels of 25 megahertz each. Based upon information provided to us by
Celcom, it has approximately 2,300 analog mobile users. These frequencies will
give us access to nationwide coverage, covering a population of approximately
2.81 million people. In Panama, frequency rights are granted for 20 years and
are automatically renewable for additional 20 year terms.
Currently we are constructing a digital network in Panama City and
Colon, the two largest cities in Panama, and in important transportation
corridors in other parts of the country. To date, we have invested $18.0 million
in this deployment, primarily for the purchase of
- a switching office for telephone and radio communications dispatch
through which mobile service traffic is originated or terminated,
- enhanced base transceiver stations, which are antennae located at
base sites to provide radio coverage in specific geographic areas,
and
- site acquisition and construction.
Our expected completion date for this phase of the buildout is the fourth
quarter of 2001.
MARKET OPPORTUNITY.
At December 31, 1999, Panama had a population of approximately 2.81
million, with an estimated Gross Domestic Product of $9.6 billion in 1999, and a
Gross Domestic Product growth rate of 3.2% for that year. Approximately 56% of
the population lives in urban areas. The cellular penetration for Panama in 1999
was 8.6% while wireline penetration was 16.5%.
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MARKETING PLANS
We will offer digital mobile integrated services, including two-way
radio, paging and interconnect services. We plan to offer our digital services
mainly to business customers, offering a wide range of bundled programs with
different services and pricing plans, customized to meet our clients' specific
needs. We intend to market our services primarily through direct sales and
independent dealers.
COMPETITION
The mobile market in Panama has been open to competition since 1996.
TRICOM Panama's digital mobile services will compete with two wireless
communications providers in the country, Cable & Wireless Panama and BellSouth,
both operating 800 megahertz PCS networks using TDMA technology. The Panamanian
government granted a 10-year duopoly service concession to both wireless
operators in 1997 as part of the privatization of the telecommunications
industry. Panama has the highest wireless penetration in the Central American
region, 8.6% at 1999.
REGULATORY AND LEGAL OVERVIEW
To provide telecommunications services, a Panamanian or foreign company
must obtain a service concession from the Ente Regulador de Servicios Publicos,
or ENTE. There are two types of service concessions, Type "A" and Type "B". Type
"A" service concessions currently are awarded on an exclusive basis. Services
under a Type "A" category concession include basic telecommunications and
cellular services. Additional concessions of this type will not be granted again
until 2003.
Type "B" service concessions are awarded to companies which meet
specific requirements and complete the application procedures for the services
they wish to provide. Applicants must include a form of the contract they intend
to enter into with potential customers and a diagram of the system that will be
operated in order to provide the contemplated services, among other information.
Applicants may submit their applications to provide Type "B" services on any one
of four specified dates a year. Additionally, since Type "B" telecommunications
service concessions are open to all companies which meet the requirements, the
terms of the concession are the same for all concession holders. However, each
concession holder must comply with fair competition practices in providing
services to its clients and in relation to other concession holders. Concession
holders also must provide services in a nondiscriminatory manner. Concession
holders may also assign or transfer their concessions to other companies which
meet the same requirements that ENTE considered at the time it awarded the
concession, subject to ENTE's authorization. ENTE may only deny a transfer or
assignment when the transfer or assignment would be prohibited by law or against
fair competition practices. Telecommunications providers are required to pay
annual fees to the government of 1% of their total gross revenues.
Celcom has two of the twenty-four Type "B" service concessions. One to
provide service for conventional trunking systems for public or private use and
one for pager service.
Panamanian telecommunications law prohibits companies using trunking
operations to handle telephone calls from handing off calls in certain
circumstances, even if the hand-off would be from one site to another site owned
by the same company. Therefore, we intend to build additional ETBS in Panama to
minimize the number of calls which would be handed off. We believe that
additional ETBS will prevent a higher percentage of dropped calls than would
otherwise occur due to this Panamanian law.
In addition, Panamanian telecommunications law requires that all
concession holders permit and maintain nondiscriminatory interconnection of
other concession holders to their networks. A concession holder is required to
use its best efforts to reach an interconnection agreement within 120 days from
the date on which another concession holder sends a copy of an interconnection
request to the ENTE, with confirmation that the concession holder with which
interconnection is sought also has received the request. After this 120-day
period, any of the parties may request the intervention of the ENTE in
negotiations. The ENTE may intervene in the process if interconnection is not
negotiated by the parties or is not provided on terms at least equal to those
that other concession holders have obtained in similar circumstances.
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Celcom has requested interconnection with Cable and Wireless, one of
two principal wireless providers. Cable and Wireless has refused interconnection
but Celcom has not yet requested the intervention of the ENTE.
Panama has no restrictions on repatriation or monetary transfers to and
from Panama nor does it have any exchange controls. The unit of currency, the
Balboa, is issued only in coins which are identical in size and value with those
of the United States. Panama's paper currency is the U.S. dollar. There are few
limitations or restrictions on foreign investment, especially for international
business operations based in Panama. One of the few exceptions is that certain
sales to consumers of retail goods are reserved for Panamanian nationals.
As a telecommunications business, we will have to pay a monthly
regulatory fee to ENTE of 1% of our previous month's gross income in addition to
the 1% of gross revenue annual fee required to be paid by telecommunications
providers. We are also subject to certain taxes, including income, franchise,
dividend and commercial license taxes.
GUATEMALA AND EL SALVADOR
In 2000, we were awarded, in a government auction, radio frequency
rights in Guatemala to 172 channels of 25 megahertz, providing us with
nationwide coverage. We have also acquired the spectrum to operate our iDEN
network in El Salvador through the purchase of radio frequency rights for an
aggregate of 185 channels of 25 megahertz, 175 of which from a U.S.
telecommunications company that previously owned the rights and 15 of which
through a government auction. We currently do not intend to develop a network in
either Guatemala or El Salvador in 2001.
LEGISLATION AND REGULATION
Our operations are subject to the Telecommunications Law of the
Dominican Republic and the Dominican system of regulating and structuring the
telecommunications sector. Our U.S. operations are subject to U.S. laws and
Federal Communications Commission regulations. The following summary of these
laws and regulations is not intended to be, and does not purport to be,
comprehensive, and the laws and regulations described may be amended, repealed
or otherwise modified.
GENERAL
The legal framework of the telecommunications sector in the Dominican
Republic consists of General Telecommunications Law No. 153-98, enacted on May
27, 1998, resolutions promulgated under that law and the concession agreements
entered into by the Dominican government or the regulator with individual
service providers.
In addition to the industry-specific legal framework, the Constitution
of the Dominican Republic affects the telecommunications sector. Among other
individual and social rights, the Dominican Constitution guarantees Dominican
citizens the freedom of trade. The Constitution specifically provides that
monopolies must be established by law and only for the benefit of the Dominican
government. None of the existing concession agreements grants a monopoly in any
sector of the telecommunications industry to any carrier, and the Dominican
government has announced a policy of encouraging growth through competition in
the telecommunications industry.
In 1930, Codetel was granted a concession to operate telecommunications
services in the Dominican Republic. Over the years, while other service
providers entered the Dominican telecommunications market, none was successful
in becoming a full-service telephone company able to compete with Codetel
because Codetel was not required to allow other service providers to
interconnect their services with its physical infrastructure. To provide
services, a company would have to install its own wireline telecommunications
network. The economics of this requirement hindered competition. As a result,
Codetel held a de facto monopoly for more than 60 years.
To substantially broaden the number of Dominican citizens with access
to a telephone and to allow for the establishment and growth of other modern
telecommunications services, the Dominican government adopted a policy of
liberalization of the telecommunications sector beginning in the late 1980s. In
1990, the Dominican government granted us a concession to provide a full range
of telecommunications services within, from and to the country.
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Additionally, advancements in wireless technologies made it more
cost-effective for companies to penetrate the market even without being able
to interconnect to Codetel's network. However, interconnection remained
important for full-service competition. In 1994, the Dominican government
enacted a series of interconnection resolutions which require all service
providers in the Dominican Republic to interconnect with all other service
providers pursuant to contracts between them; the guidelines for those
contracts are set forth in those resolutions. In May 1994, we entered into an
interconnection agreement with Codetel which became effective in November
1994. This agreement allowed us to become the second full-service
telecommunications provider in the Dominican Republic.
GENERAL TELECOMMUNICATIONS LAW NO. 153-98 OF 1998
Former Telecommunications Law No. 118 of February 1, 1966 was repealed
by Law No. 153-98 of May 27, 1998. Law No. 153-98 is the result of a joint
government and industry project conducted with the assistance of the ITU, which
studied the telecommunications sector in the Dominican Republic. As part of this
process, the ITU drafted a proposed telecommunications law and various
regulations, including interconnection and tariff regulations, in consultation
with Dominican telecommunications carriers. The project was requested by the
Technical Secretariat of the Dominican Presidency and the country's
telecommunications carriers and was funded by the carriers.
Law No. 153-98 established a basic framework to regulate the
installation, maintenance and operation of telecommunications networks and the
provision of telecommunications services and equipment. The law adopted the
"Universal Service Principle," by guaranteeing access to telecommunications
services at affordable prices in low-income rural and urban areas. The law
creates a fund for the development of the telecommunications sector that is
supported by a 2% tax payable by customers and collected by telecommunications
providers from them based on billings to customers for telecommunications
services. At the same time, the law eliminated the 10% tax previously charged on
billings to customers for international and domestic long distance traffic to
customers.
In addition, the law created an independent regulator with strong
regulatory powers, the Dominican Institute of Telecommunications (Instituto
Dominicano de las Telecomunicaciones, or INDOTEL), and established the
regulator's responsibilities, authorities and procedures. The regulator is
headed by a five-member council, the members of which serve a four-year term,
and includes a representative from the telecommunications industry. Among other
responsibilities, INDOTEL is charged with implementing telecommunications
development projects to satisfy the requirements of the Universal Service
Principle. Law No. 153-98 grants INDOTEL control over all frequency bands and
channels of radio transmission and communications within the country and over
its jurisdictional waters.
Law No. 153-98 encourages competition in all telecommunications
services by enforcing the right to interconnect with existing participants and
ensuring against monopolistic practices, and at the same time upholding those
concessions that are operational. The law establishes mechanisms to set
cost-based interconnection charges and to resolve interconnection disputes by
requiring existing operators to amend their interconnection agreements
consistent with the new requirements. The law also eliminates cross subsidies
and provides for progressive rate rebalancing of those tariffs that
traditionally have been subsidized, in order to reflect costs more closely. This
rates rebalancing process was completed on December 31, 2000 in accordance with
article 120 of Law No. 153-98.
We believe that this legislation, combined with technological advances
and the sustained growth of private investment will significantly contribute to
the development of the telecommunications sector in the Dominican Republic.
Additionally, we expect the increase in demand for long distance
services stemming from reduced long distance fees to encourage continued long
distance traffic growth.
OUR CONCESSION AGREEMENT
In accordance with former Law No. 118, we entered into a concession
agreement with the Dominican government in 1990 under which we were issued a
non-exclusive license to establish, maintain and operate a system of
telecommunications services throughout the Dominican Republic, as well as
between the Dominican Republic and international points. The services which we
were permitted to provide under the 1990 concession agreement included
telegraphy, radio communications, paging, cellular and local, domestic and
international telephone services.
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In February 1996, we entered into a new concession agreement with
the Dominican government which superseded the 1990 concession agreement.
Under the 1996 concession agreement, we were granted the same non-exclusive
license as provided in the 1990 concession agreement to establish, maintain
and operate a telecommunications system throughout the Dominican Republic
until June 30, 2010. Under our original provisions, the concession agreement
and the license granted under it are renewable automatically for 20-year
periods unless, at least three years prior to the end of the then existing
term, either we or the Dominican government advise each other of our
intention not to renew. Law No. 153-98 establishes that the renewal must be
requested during the one year immediately prior to the expiration of the
concession, and that the reasons for non-renewal shall be only those set
forth in the law.
Law No. 153-98 established that within one year after its
effectiveness each concession must be adjusted to the provisions of the new
law. INDOTEL has issued Resolution No. 005-99 on December 1999 for such
purposes, requesting, as a first step, information on each of the
telecommunications companies with valid concession agreements. We have
complied with these requirements. Nonetheless, it seems that INDOTEL is still
evaluating all cases and has not yet completed the process of adjustment for
any of the currently existing concession agreements.
The provisions of our 1996 concession agreement relating to our tax
obligations differ from those of the 1990 concession agreement. Under the
1996 concession agreement, we do not pay income tax imposed on other
Dominican corporations but make payments to the Dominican government in lieu
of income tax on the same basis as Codetel pursuant to its concession
agreement. We must pay to the Dominican government, within the first ten days
of each month:
(1) 10% of gross domestic revenues collected by us during the
preceding month for telephone services, telegraph services,
paging services, cellular services, local, national and
international call services, as well as for any data
transmission or broadcast services, and any other related
telecommunications services provided by us to our clients,
minus any access charges paid to Codetel and to any other
company for interconnection, and
(2) 10% of net settlement revenues collected from foreign
correspondent carriers for the use of our network for
termination of international long distance calls.
The minimum payment to the Dominican government in lieu of income tax
by us is RD$18.0 million ($1.2 million) per annum. We have the right to deduct
monthly up to one percent of our tax for outstanding debts from the government
of 180 days or more and are entitled to the same exemptions granted to other
telecommunications companies under their concessions, with the exception of the
following taxes:
- import duties
- selective consumption tax
- Taxes on the Transfer of Industrialized Goods and Services and
exchanging commission.
The 10% selective consumption tax previously charged on billings of
international and domestic long distance traffic to customers was repealed by
Law No. 153-98 and substituted with the 2% CDT tax. In addition, under the
1996 concession agreement, the Dominican government is obligated to grant to
us any term or condition that it grants by concession to any other
telecommunications provider in the Dominican Republic more favorable than
those contained in the 1996 concession agreement.
Under the Dominican Constitution, agreements with the Dominican
government which contain exemptions from income tax, such as our concession
agreement, only become effective upon approval by the Dominican Congress.
Neither our concession agreement nor the concession agreements of Codetel,
All America Cables & Radio and other companies have been submitted to the
Dominican National Congress. We are not aware of any plans of the Dominican
government to submit our concession agreement for approval to the Dominican
Congress.
If our concession agreement is presented to the Dominican Congress,
it may not validate the provisions of our concession agreement relating to
the payment of taxes. Prior to entering into our existing concession
agreement in
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1996, Dominican tax authorities asserted that we were required to make
payments in lieu of taxes equal to 18% of gross domestic revenues, as was
provided in our 1990 concession agreement. If the provisions relating to the
payment of taxes in the 1996 concession agreement were to be disapproved by
the Dominican Congress, we believe that Dominican tax law would require the
payment of a tax equal to 25% of our adjusted net income, and never less than
1.5% of gross revenues, advanced on a monthly basis, the current tax regime
generally applicable to Dominican corporate taxpayers.
CODETEL'S CONCESSION AGREEMENT
Codetel's concession from the Dominican government, originally granted
in 1930, was modified on January 23, 1995. The terms of Codetel's concession are
substantially identical to those of our 1996 concession agreement. Codetel's
concession, like our concession agreement, must be approved by the Dominican
Congress because it contains an exemption from the income tax applicable to
Dominican corporations. The license provides it with the right to construct,
maintain and operate a telecommunications system throughout the Dominican
Republic and between the Dominican Republic and other countries. Codetel's
concession agreement is valid until April 30, 2010; our concession agreement is
valid until June 30, 2010.
Codetel's concession agreement, as well as our concession agreement,
must be revised and adjusted to the provisions and general principles of the new
legislation one year after the law takes effect. Codetel, like us, has complied
with the information requirements of INDOTEL, under Resolution No. 005-99, but
it is still in the process of adjusting its concession agreement in accordance
with the provisions of Law No. 153-98. Codetel, like us, is required to pay a
fixed monthly tax imposed on gross domestic income, and net revenues from
international settlement payments. Codetel's minimum tax payment is RD$360.0
million ($23.0 million) per annum compared to our minimum of RD$18.0 million
($1.1 million).
INTERCONNECTION RESOLUTIONS
Article 123 of Law No. 153-98 provides that the new regulator,
INDOTEL, must issue an Interconnection Regulation. On August 1, 1998, the
Directorate General, acting provisionally until INDOTEL was formed, enacted
Resolution No. 98-01, which contains the provisional regulation for the
application and collection of the contribution for the development of the
telecommunications. On August 10, 1998, the Directorate General enacted
Resolution No. 98-03, which reorganizes the general assignment of the
cellular frequency bands and granted us a license to operate all of Band A
and its frequency expansions under sub-bands A, and it also granted a license
to Codetel to operate Band B completely, and its expansion under sub-bands B.
OUR INTERCONNECTION AGREEMENT WITH CODETEL
In May 1994, we entered into an interconnection agreement with Codetel
which sets forth the terms and conditions for interconnection between each
party's network in the Dominican Republic. The interconnection agreement, which
has an indefinite term, requires each of us to provide access to the other's
respective network on equal, nondiscriminatory and transparent terms.
Additionally, the interconnection agreement obligates each party to provide to
the other any terms or conditions more favorable than it provides to any other
telecommunications entity for interconnection.
Under the interconnection agreement, the parties began paying an
interconnection charge for local-to-local traffic in 1996, which is revised
annually. Additionally, use of the network by either us or Codetel to
originate or terminate cellular, domestic long distance and international
long distance calls requires payment of an access charge, which is reviewed
annually and is calculated based upon an established formula. The access
charge consists of a usage charge and a subsidy charge which only is incurred
with respect to international calls.
On January 2, 1998, we and Codetel executed an addendum to the
interconnection agreement which provides, among other things, that it will:
(1) remove any technical or operational impediment to telephone
users accessing our network from Codetel's network;
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(2) automatically deliver to us the identification number of
any call originating on Codetel's network which is subject
to our access charge;
(3) install interconnection facilities without delay upon our
request, provided that we bear the expense of installing
any such facilities;
(4) connect calls to emergency services and toll-free numbers on
Codetel's network, and make operators available to assist
calls from our network to numbers on Codetel's network; and
(5) make Codetel's database of telephone numbers available to
us at no charge on a trimonthly basis.
On January 11, 2000, we and Codetel executed a second addendum to the
interconnection agreement to:
(1) provide that local interconnection of each company's
respective Internet nodes and to enable the clients of each
company to access both our respective servers and nodes to
access the Internet;
(2) simplify the billing and collection process for
interconnection services; and
(3) amend the regulation on interconnection costs. In
addition, the second interconnection amendment adjusted the
access charges by:
(1) lowering the charge for international long distance
calls from RD$0.86 ($0.05) per minute to RD$0.84
($0.05) per minute for the first quarter of 2000,
RD$0.80 ($0.05) per minute for the second quarter of
2000, RD$0.76 ($0.05) per minute for the third
quarter of 2000, RD$0.72 ($0.04) per minute for the
fourth quarter of 2000, and RD$0.68 ($0.04) starting
January 1, 2001;
(2) increasing the charges for national long distance
calls and calls made from cellular telephones from
RD$0.63 ($0.04) to RD$0.68 ($0.04); and
(3) charging for "calling party pays" traffic a use
charge of RD$0.68 ($0.04) per minute and a variable
complementary charge depending on the amount of
cellular lines on service.
Law No. 153-98 establishes that interconnection agreements entered into
by the providers must be revised and readjusted to reflect and incorporate the
provisions and general principles set forth in the new law within one year from
the effectiveness of the law. INDOTEL is expected to issue a regulation for
these purposes, but has not, to this date, done so. Codetel and we have, through
our second addendum to the interconnection agreement, adjusted our
interconnection agreement to the provisions of Law No. 153-98.
U.S. TELECOMMUNICATIONS REGULATION
The following summary of United States regulatory developments does not
purport to describe all present and proposed regulations and legislation
affecting the telecommunications industry. Other existing federal and state
regulations are currently the subject of judicial proceedings, legislative
hearings and administrative proposals which could change, in varying degrees,
the regulation of telecommunications companies in the United States.
Certain FCC international policies apply to all carriers that originate
or terminate telecommunications services in the United States.
Through several policy initiatives in the last several years, the FCC
has encouraged greater competition in foreign markets. A particular focus of the
FCC has been "accounting rates" or "settlement rates," which are the amount of
payment negotiated between carriers for the termination of international
telephone calls.
On August 7, 1997, the FCC adopted a Report and Order regarding the
regulation of international accounting rates. The order establishes certain
settlement rate benchmarks based on foreign carriers' publicly available
tariffed
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rates and data published by the International Telecommunications Union, which
the FCC refers to as the "tariffed components price" or "TCP" methodology.
Under the TCP methodology, the FCC analyzes three tariffed network elements:
(1) international transmission facilities;
(2) international switching facilities; and
(3) national extension (domestic transport and termination).
The FCC also considers each country's level of economic development
in determining country-specific settlement benchmark rates. The FCC has
grouped each country into one of four categories based on its level of
economic development -- upper income, upper middle income, lower middle income
and lower income. The settlement rate benchmark for each category is
calculated using the average of the TCPs for all countries in each respective
category. The per-minute benchmark settlement rates are $0.15 for upper
income, $0.19 for upper middle income, $0.19 for lower middle income and
$0.23 for lower income. Under the FCC's income categories, the Dominican
Republic is in the lower middle income group and our benchmark settlement
rate would be $0.19 cents per minute. Pursuant to the order, U.S. carriers
were required to enter into settlement rate arrangements with foreign
carriers in lower middle income countries at or below the applicable
benchmark rate by January 1, 2001. Currently, TRICOM's settlement benchmark
rate for the Dominican Republic is within the prescribed limits.
In April 1999, the FCC adopted an order approving sweeping reform of
the international settlements policy. The 1999 order deregulated inter-carrier
settlement arrangements between U.S. carriers and foreign non-dominant carriers
on competitive routes. Among other rule amendments, the FCC's April 1999 order
eliminated the international settlements policy and contract filing requirements
for arrangements with foreign carriers that lack market power.
On February 15, 1997, 69 countries (including the United States and
the Dominican Republic) signed a global agreement on basic telecommunications
services. Under the auspices of the World Trade Organization, the global
agreement aims to increase competition among its signatories through the
removal or lowering of entry barriers to foreign markets and the
implementation of pro-competitive regulatory principles. On February 5, 1998,
the global agreement went into effect.
In an order released in November 1997, the FCC took the steps necessary
to open the U.S. market to increased competition, in accordance with U.S.
commitments in the WTO Basic Telecom Agreement. The FCC adopted an open entry
standard for applicants from WTO Members seeking to:
(1) obtain Section 214 authority from the FCC to provide
international facilities-based, resold switched and resold
non-interconnected private line services;
(2) receive authorization to exceed the 25 percent indirect
foreign ownership benchmark in Section 310(b)(4) of the
Communications Act for wireless licenses; and
(3) receive submarine cable landing licenses.
The FCC's open entry standard includes a presumption in favor of
foreign participation by applicants from WTO member countries.
On September 11, 1995, the FCC issued an order approving the
application of Domtel Communications, Inc., which later changed its name to
TRICOM USA, Inc., to provide, on a facilities-based basis, voice, data and
private line services between the United States and various international
points, including the Dominican Republic. The FCC also approved Domtel
Communications, Inc. as a non-dominant provider on all routes, including to
the Dominican Republic. We began initiating U.S. traffic pursuant to this
authorization in 1997. Domtel Communications, Inc. was also granted global
resale authority by the FCC in 1996.
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Since the effectiveness of the interconnection agreement with
Codetel, we have entered into operating agreements with U.S. correspondents.
TRICOM USA, Inc. also has the ability as a U.S. carrier to develop its own
business plan for markets other than the Dominican Republic, and has been
approved by the FCC to communicate from the United States with 186 countries
via satellite and with 28 countries via fiber optic submarine cables.
As a carrier holding an international authorization from the FCC,
TRICOM USA is subject to various statutory and regulatory telecommunications
mandates, including the duty to offer services at just and reasonable rates,
the obligation to file and maintain tariffs at the FCC setting forth TRICOM
USA's rates, terms and conditions, and the requirement to obtain prior
approval for most transfers of control and assignments of authorizations,
except those considered non-substantial, or "pro forma" under FCC rules. The
FCC may address regulatory non-compliance with a variety of enforcement
mechanisms, including monetary forfeitures, refund orders, injunctive relief,
license conditions, and/or license revocation.
We believe we are in compliance with all material laws and
regulations in the countries in which we operate. Future regulatory,
judicial, or legislative activities could have a material adverse effect on
our financial condition, results of operations or cash flow.
We are certified by the public utility commissions of Puerto Rico,
Florida and New York, and are currently in the process of obtaining
certification in Alaska, California, Georgia, Illinois, Maryland, Massachusetts,
New Jersey, Pennsylvania, Rhode Island, U.S. Virgin Islands, including St.
Thomas and St. John, and Washington, D.C. In addition, TRICOM USA obtained on
July 7, 2000 a Class B License for the provision of international
telecommunications services, and is in the process of registering to do business
in Ontario and Quebec. TRICOM USA does not operate telecommunications facilities
used in transporting basic telecommunications service traffic between Canada and
other countries. TRICOM USA's services in Canada are provided through a service
arrangement with MCI WorldCom, to handle traffic originated from the prepaid
calling cards sold in Canada.
As we expand our operations into other countries, we may become subject
to varying degrees of regulation in those jurisdictions where we provide
service. Laws and regulations regarding telecommunications differ significantly
from country to country.
PROPERTY, PLANT AND EQUIPMENT
Our principal properties consist of our fiber optic network,
satellite earth stations, nodes and real estate. At December 31, 2000, the
net book value of our real estate and equipment was approximately $586.2
million. Our real estate holdings are strategically located throughout the
Dominican Republic, providing the infrastructure for the telecommunications
network and sales facilities. Most of our properties are related directly to
our telecommunications operations and are used for network equipment of
various types, such as telephone exchanges, transmission stations, wireless
point-to-point radio equipment and digital switching nodes. Our current
headquarters are located in downtown Santo Domingo in a building that we own.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
REVENUE OVERVIEW
We derive our operating revenues primarily from toll revenues,
international settlement revenues, cellular and PCS services, local services,
the sale of equipment and installations. The components of each of these
services are as follows:
Toll revenues are amounts we receive from our customers in the
Dominican Republic for international and domestic long distance calls,
as well as interconnection charges received from Codetel, the incumbent
local service provider, and other carriers, for calls that originate in
or transit their networks but terminate in our network. Toll revenues
are generated by residential and commercial customers, calling card
users, cellular and PCS subscribers and retail telephone centers,
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and large corporate accounts. Toll revenues are recognized as they are
billed to customers, except for revenues from prepaid calling cards
which are recognized as the calling cards are used or expire.
International revenues represent amounts recognized by us for
termination of traffic from foreign telecommunications carriers to the
Dominican Republic. Traffic is based on the minutes that the foreign
telecommunications companies have terminated in the Dominican
telecommunications network, either on our own network or on Codetel's
network, including revenues derived from our U.S.-based international
long distance prepaid calling cards.
Local service revenues consist of monthly fees, local measured service
and local measured charges for value-added services, including call
forwarding, three-way calling, call waiting and voicemail, as well as
calls made to cellular users under the calling-party-pays system and
revenues from other miscellaneous local access services. Local measured
service includes monthly phone line rental for a specified number of
calls within a defined area, plus a charge for additional calls.
Cellular and PCS revenues represent fees received for mobile cellular
and PCS services, including interconnection charges for calls incoming
to our cellular and PCS subscribers from other companies' subscribers.
Cellular and PCS revenues do not include fees received for
international long distance calls generated by our cellular and PCS
subscribers. Cellular and PCS fees consist of fixed monthly fees, per
minute usage charges and additional charges for value-added services,
including call waiting, call forwarding, three-way calling and
voicemail, and for other miscellaneous cellular and PCS services.
Paging revenues consist of fixed monthly charges for nationwide service
and use of paging equipment and activation fees. Beginning in 1999, we
determined that paging will not play a major role in our future
marketing programs.
Revenues from the sale of equipment consist of sales fees for customer
premise equipment, including private automatic branch exchanges, which
are small versions of a phone company's central switching system often
used by private companies, and key telephone systems, residential
telephones, cellular and PCS handsets and paging units.
Installation revenues consist of fees we charge for installing local
access lines, private branch exchanges and key telephone systems as
well as fees for activating cellular phones and PCS. Beginning with
January 1, 2000, we have recognized these revenues over the estimated
period in which, based on our experience, we retain such clients,
approximately 35 months. In prior periods, we recognized these revenues
when they were collected.
Other revenues consist of revenues that are not generated from our core
businesses, including commissions received for providing package
handling services for a courier and commissions received for collection
services for utility companies.
The following table sets forth the percentage contribution of each category
of revenues to total operating revenues for the period indicated:
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<Page>
<Table>
<Caption>
YEAR ENDED DECEMBER 31,
-------------------------------------
1998 1999 2000
---- ---- ----
Toll................................................. 14.1% 13.5% 12.8%
International........................................ 40.1 35.5 37.5
Local service........................................ 10.3 19.8 24.4
Cellular and PCS..................................... 16.2 15.5 16.0
Paging............................................... 3.6 1.6 0.8
Sale of equipment.................................... 3.3 4.5 2.3
Installation and activation fees..................... 10.3 9.1 6.1
Other................................................ 2.1 0.5 0.1
----- ----- -----
100.0% 100.0% 100.0%
===== ===== =====
</Table>
The following table sets forth certain items in the statements of
operations and EBITDA expressed as a percentage of total operating revenues for
the period indicated:
<Table>
<Caption>
YEAR ENDED DECEMBER 31,
-------------------------------------
1998 1999 2000
---- ---- ----
Operating costs...................................... 76.5% 75.7% 81.7%
Operating income..................................... 23.5 24.3 18.3
Interest expense, net................................ 10.3 11.7 13.7
Other income (expenses).............................. (9.5) (11.2) (13.9)
Earnings before income taxes and cumulative effect
of accounting change............................. 14.0 13.1 4.4
Net earnings (loss).................................. 14.3 12.9 (3.2)
EBITDA............................................... 42.8 43.9 39.3
</Table>
2000 COMPARED TO 1999
OPERATING REVENUES. Our total operating revenues increased 31.3% to
$224.3 million in 2000 from $170.8 million in 1999. This growth stemmed
primarily from increases in revenues from our international, local service,
wireless and toll services, offset, in part, by decreased revenues from the
sale and lease of equipment and installations.
TOLL. Toll revenues increased 24.0% to $28.7 million during 2000
from $23.1 million for 1999, as a result of higher domestic long distance and
outbound international traffic derived from the growth of our customer base.
Domestic long distance minutes increased by 47.4% to 45.9 million minutes
during 2000 from 31.1 million minutes during 1999. Outbound international
minutes increased by 9.4% to 32.5 million minutes in 2000 from 29.7 million
minutes in 1999. The increase in numbers of minutes was offset by an decrease
of approximately 15% during 2000 of our average per minute long distance
tariff. The increases in domestic long distance and outbound minutes resulted
from higher traffic volume from our wireless and local service customers.
Wireless and local service customers respectively accounted for 32.3% and
31.3% of our total long distance minutes in 2000 compared to 22.3% and 27.9%
in 1999. Calls from our call centers account for our remaining minutes.
INTERNATIONAL. Our international revenues grew 38.9% to $84.2
million in 2000 from $60.6 million in 1999. This increase was due principally
to the growth of inbound traffic volume received from our U.S.-based
international carrier, TRICOM USA. Inbound minutes increased by 70.9% to
563.4 million minutes in 2000 from 329.7 million in 1999. TRICOM USA
accounted for 71.1% of our total inbound minutes in 2000 compared to 59.4% in
1999.
The increase in international revenues was achieved despite the
continued trend of decreasing settlement rates for traffic between the United
States and the Dominican Republic. Our average settlement rate was $0.14 per
minute during 1999 and $0.10 per minute during 2000. We have been able to
increase revenues from the provision of international long distance services by
increasing the volume of international traffic carried through our network.
Future decreases in settlement rates, without corresponding increases in our
long distance traffic from the United States, would reduce our international
settlement revenues, adversely affect the profit margins that we realize on such
traffic and could have a material adverse effect on our business, financial
condition and results of operations.
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LOCAL SERVICE. Local service revenues grew 61.8% to $54.8 million in
2000 from $33.9 million in 1999, primarily as the result of the continued
growth in the number of local lines in service. In 2000, we added 29,386 net
local access lines compared to 38,310 net local access lines added in 1999.
At December 31, 2000, we had 148,312 local access lines in service, including
48,765 wireless local loop lines, compared to 118,926 local access lines in
service at December 31, 1999, including 19,284 wireless local lines. The
increase in local service revenues also reflects an approximate 15% increase
in local access rates. In addition, local service revenues include internet
service revenues which increased to $3.0 million in 2000 from $500,000 in
1999.
As a result of a higher number of lines in service, interconnection
revenues for local calls received from Codetel and other carriers increased
113.8% to $6.2 million in 2000 from $2.9 million in 1999. Our average monthly
churn rate for local service was 2.3% for 2000 compared to 1.8% in 1999. We
calculate our average monthly churn rate by dividing the number of
subscribers disconnected during a given period by the sum of subscribers at
the beginning of each month during such period. The increase reflected our
policy of financing installation fees for local access adopted in 1999. In
October 1999, we reduced installation fees and stopped providing financing,
which resulted in decreased monthly churn.
CELLULAR AND PCS. Our cellular and PCS revenues grew 35.2% to $35.8
million in 2000 from $26.5 million in 1999. The growth in our wireless
operations was the result of a 61.9% increase in subscribers. At December 31,
2000, we had 284,991 cellular and PCS subscribers compared to 176,080 at
December 31, 1999. As a result of a higher average subscriber base, airtime
minutes increased 27.8% to 166.6 million minutes in 2000 from 130.4 million
minutes in 1999. We attribute the substantial growth of our subscriber base to
the continued success of our prepaid cellular program.
Prepaid cellular and PCS services generated approximately 59% of our
total airtime minutes and 58.7% of total cellular and PCS revenues in 2000.
Prepaid revenues increased by 44.1% to $20.9 million in 2000 from $14.5
million in 1999. Our average monthly churn rate for cellular and PCS services
increased to 3.1% in 2000 from 1.8% in 1999 reflecting primarily our decision
in the fourth quarter to eliminate lower revenue-generating prepaid customers
by shortening the expiration of our prepaid cards to 30 days.
Interconnection revenues attributed to airtime traffic received from
Codetel and other carriers increased by 22.4% to $4.3 million in 2000 from
$3.5 million in 1999 due to a larger subscriber base, as well as a higher
volume of incoming minutes received by prepaid cellular and PCS subscribers.
PAGING. Paging revenues decreased 36.8% to $1.7 million in 2000 from
$2.7 million in 1999, primarily as a result of the Company's decision to
focus on having new customers move away from paging services and into prepaid
cellular services. At December 31, 2000, we had 21,622 paging subscribers
compared to 28,737 paging subscribers at December 31, 1999. Our average
monthly churn rate for paging services increased to 3.4% in 2000 from 2.3% in
1999.
SALE OF EQUIPMENT. Revenues from the sale of equipment decreased
31.6% to $5.3 million in 2000 from $7.7 million in 1999, primarily as a
result of lower sales of customer premise equipment and cellular and PCS
handsets. We have entered into arrangements for the distribution of cellular
and PCS services through major electronics retailers. We believe that these
arrangements will decrease equipment sales revenues but will add subscribers
and increase cellular and PCS service revenues.
INSTALLATION AND ACTIVATION. Installation and activation revenues
decreased 11.3% to $13.7 million in 2000 from $15.5 million in 1999. The
decrease in installation and activation revenues was due to an aggressive
promotional marketing strategy undertaken during 2000, which included
lowering subscriber activation fees for wireless and local access service,
and the effect of adopting a new accounting pronouncement, SAB 101, resulting
in the deferral of the recognition of installation revenues and activation
fees over a period of approximately 35 months.
OPERATING COSTS. Major components of operating costs are:
satellite connections and carrier costs, which include amounts
owed to foreign carriers for the use of their networks for
termination of outbound traffic and payments for international
satellite circuit leases;
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interconnection costs, which are access charges paid primarily to
Codetel; and payments for international satellite circuit leases;
depreciation of network equipment and leased terminal equipment,
and non-network depreciation expense;
expenses in lieu of income tax; and
general and administrative expenses, which include salaries and
other compensation to personnel, maintenance expenses, marketing
expenses and other related costs.
Our operating costs increased to $183.3 million in 2000 from $129.4
million in 1999. These results reflect increased satellite connection and
carrier costs associated with higher volumes of international traffic; higher
general and administrative expenses primarily from increased commissions due to
the growth of our retail operations in the U.S.; and higher network depreciation
expenses resulting from our capital investment and domestic and international
network expansion programs. As a percentage of revenues, operating costs
increased to 81.7% in 2000 from 75.7% in 1999.
SATELLITE CONNECTIONS AND CARRIER COSTS. Satellite connections and
carrier costs increased by 57.0% to $68.6 million in 2000 from $43.7 million in
1999, primarily as a result of higher outbound carrier costs, as well as higher
interconnection costs. Outbound carrier costs increased by 86.1% to $35.6
million in 2000 from $19.1 million in 1999. The increase was attributable to
increased international traffic through our TRICOM USA hubbing operations.
Interconnection costs increased by 37.9% to $27.0 million in 2000 from $19.8
million in 1999, the result of a higher volume of inbound traffic terminating in
Codetel's network.
NETWORK DEPRECIATION AND DEPRECIATION EXPENSE. Network depreciation
increased 83.6% to $29.3 million in 2000 from $16.0 million in 1999, as a result
of the continued investments in our local and international networks, including
telecommunications equipment and facilities. Depreciation expense with respect
to other fixed assets grew 40.6% to $6.8 million in 2000 from $4.9 million in
1999.
EXPENSE IN LIEU OF INCOME TAXES. We make payments to the Dominican
government in lieu of income tax equal to 10% of gross domestic revenues,
after deducting charges for access to the local network, plus 10% of net
international revenues. Expense in lieu of income taxes also includes a tax
of 2% on international settlement revenues collected. Expense in lieu of
income taxes during 2000 decreased by 20.3% to $10.2 million from $12.8
million in 1999. The decrease reflects increases in international costs,
interconnection costs and accounts receivable reserve which are deducted from
revenues in calculating the tax and which increased at a greater rate than
the increase in domestic revenues on which the tax is based.
GENERAL AND ADMINISTRATIVE. General and administrative expenses,
excluding depreciation expense, increased 36.9% to $63.9 million in 2000 from
$46.6 million in 1999. The increase in the amount of general administrative
expenses reflected the greater amount of commissions paid to wholesale
distributors of prepaid cards as a result of higher revenues from sales of
the cards and increased personnel costs due to a higher employee headcount.
At December 31, 2000, we had 1,740 employees compared to 1,534 employees at
December 31, 1999. As a percentage of total operating revenues, general and
administrative expenses, excluding depreciation expense, increased to 28.5%
in 2000 compared to 27.3% in 1999.
Commissions paid to wholesale distributors of prepaid cards grew
89.3% to $11.6 million in 2000 from $6.1 million in 1999, primarily as a
result of the expansion of our prepaid cellular subscriber base, and a 113%
increase in the number of prepaid cards sold in the United States in 2000.
OTHER COSTS. Other costs which consist of the cost of sale from
local, wireless and prepaid services decreased by 17.7% to $4.5 million in
2000 from $5.4 million in 1999, primarily as a result of the lower cost of
sale from residential telephones, cellular and PCS handsets and paging units.
OPERATING INCOME. Operating income was approximately $41.0 million
in 2000 compared to $41.5 million in 1999. Operating income as a percentage
of total operating revenues decreased to 18.3% in 2000 from 24.3% in 1999.
OTHER INCOME (EXPENSES). Other expenses increased to $31.2 million
in 2000 from $19.2 million in 1999, reflecting increased interest expenses
resulting from higher short-term bank borrowings and vendor financing used to
purchase network and telecommunications equipment.
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NET EARNINGS (LOSS). Earnings before cumulative effect or accounting
change totaled $9.2 million, or $0.33 per share, in 2000 compared to $22.2
million, or $0.89 per share, in 1999. Including the $16.5 million cumulative
effect of accounting change for the adoption of SAB 101, we had a net loss of
$7.2 million, or $0.26 per share, in 2000.
EBITDA. Earnings before interest and other income, taxes and
depreciation and amortization increased by 16.8% to $87.7 million in 2000 from
$75.1 million in 1999. We calculate earnings before interest and other income
and expenses, taxes and depreciation and amortization prior to the deduction of
payments to the government in lieu of income taxes.
1999 COMPARED TO 1998
OPERATING REVENUES. Our total operating revenues increased 36.1% to
$170.8 million in 1999 from $125.5 million in 1998. This growth stemmed
primarily from increases in revenues generated by the expansion of our local
exchange network, international business and of our cellular services.
TOLL. Toll revenues increased 31.0% to $23.1 million in 1999 from $17.6
million in 1998. This resulted from both higher domestic long distance and
outbound international traffic. Domestic long distance minutes increased by
54.2% to 31.1 million minutes in 1999 from 20.2 million minutes in 1998 due to a
higher number of local access lines in service. Outbound international minutes
increased by 32.2% to 29.7 million minutes in 1999 from 22.5 million minutes in
1998, reflecting increased traffic volume from our local and Efectiva prepaid
calling card customers. Local access lines and Efectiva accounted for 27.9% and
26.2% of our total outbound minutes in 1999 compared to 29.2% and 29.1% for
1998. Interconnection revenues increased by approximately 63.1% to $5.2 million
in 1999 from $3.2 million in 1998.
INTERNATIONAL. Our international revenues increased 20.4% to $60.6
million in 1999 from $50.3 million in 1998, primarily as a result of the growth
of inbound traffic volume received from our U.S.-based international carrier,
TRICOM USA. Inbound minutes increased by 59.6% to 329.7 million minutes in 1999
from 206.6 million in 1998. TRICOM USA accounted for 57% of our total inbound
minutes in 1999 compared to 53.2% in 1998.
The increase in international revenues was achieved despite the
continued trend of decreasing settlement rates for traffic between the United
States and the Dominican Republic. Our average settlement rate was $0.21 per
minute during 1998 and $0.14 per minute during 1999. We have been able to
increase revenues from the provision of international long distance services by
increasing the volume of international traffic carried through our network.
Future decreases in settlement rates, without corresponding increases in our
long distance traffic from the United States, would reduce our international
settlement revenues, adversely affect the profit margins that we realize on such
traffic and could have a material adverse effect on our business, financial
condition and results of operations.
LOCAL SERVICE. Local service revenues increased 161.6% to $33.9 million
in 1999 from $12.9 million in 1998. Higher local service rates and continued
growth in the number of local lines in service resulted in increased local
service revenues for 1999.
In 1999, we added 38,310 net local access lines compared to 37,421 net
local access lines added in 1998. At December 31, 1999, we had 118,926 local
access lines in service, including 19,289 wireless local loop lines, compared to
80,616 local access lines in service at December 31, 1998. There were not any
wireless local loop lines in service at December 31, 1998.
On January 14, 1999, we announced price increases, effective as of
January 1, 1999, for residential monthly fees and for measured local service
rates as part of the industry's process of price rebalancing initiated under the
new Telecommunications Law No. 153-98. Residential monthly fees increased by
approximately 86%. Local service rent revenues increased by 188.6% to $22.3
million in 1999 from $7.7 million in 1998. We adjusted the price per minute of
measured local service in increments of RD$0.01 until the per-minute rate
reached RD$0.25 ($0.015) at December 31, 1999. Measured local service revenues
increased by 80.2% to $3.8 million in 1999 from $2.1 million in 1998, reflecting
increased rates.
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As a result of a higher number of lines in service and higher rates for
service, interconnection revenues for local calls received from Codetel
increased 193.5% to $2.9 million in 1999 from $1.0 million in 1998.
Our average monthly churn rate for local service was 1.8% for 1999
compared to 0.8% in 1998. Average monthly churn increased as a result of
disconnections due to Hurricane Georges, institution of our policy of offering
financing of installation fees for local access and rate rebalancing. We
calculate our average monthly churn rate by dividing the number of subscribers
disconnected during a given period by the sum of subscribers at the beginning of
each month during such period.
CELLULAR AND PCS. Cellular and PCS revenues increased 30.0% to $26.5
million in 1999 from $20.4 million in 1998, primarily as a result of the
increase in the number of cellular and PCS subscribers. In 1999, we added 67,548
net cellular and PCS subscribers, compared to 67,425 net cellular subscribers
added in 1998. At December 31, 1999, we had 169,656 cellular and 6,424 PCS
subscribers compared to 108,532 cellular subscribers at December 31, 1998. We
attribute the substantial growth of our subscriber base to the continued success
of the Amigo prepaid program introduced in the third quarter of 1997.
As a result of a higher average subscriber base, airtime minutes
increased 38.7% from 94.0 million in 1998 to 130.4 million in 1999.
Interconnection revenues attributed to airtime traffic received from Codetel
increased by 123.7% to $3.5 million in 1999 from $1.6 million in 1998 due to a
higher volume of incoming minutes received by prepaid cellular and PCS
subscribers, as well as to a larger subscriber base.
Prepaid cellular and PCS services generated approximately 52.0% of our
total airtime minutes and 53.2% of total cellular and PCS revenues in 1999.
Prepaid revenues increased by 83.4% to $14.5 million in 1999 from $7.9 million
in 1998.
Our average monthly churn rate for cellular and PCS services declined
to 1.8% in 1999 from 3.6% in 1998 resulting from the increased proportion of
prepaid subscribers in our subscriber base.
PAGING. Paging revenues decreased 40.5% to $2.7 million in 1999 from
$4.5 million in 1998. This reflects increased competition which lowered prices
and margins for paging services. Paging revenues represented 1.6% of total
operating revenues in 1999 compared to 3.6% of total operating revenues in 1998.
At December 31, 1999, we had 28,737 paging subscribers compared to
28,873 paging subscribers at December 31, 1998. Our average monthly churn rate
for paging services declined to 2.3% in 1999 from 3.4% in 1998.
SALE OF EQUIPMENT. Revenues from the sale of equipment increased 86.9%
to $7.7 million in 1999 from $4.1 million in 1998. The increase was attributable
to higher sales of customer premise equipment, including private branch
exchanges and key telephone systems, residential telephones and cellular and PCS
handsets in 1999. We have entered into arrangements for the distribution of
cellular and PCS services through major electronics retailers. We believe that
these arrangements will decrease equipment sales revenues but will add
subscribers and increase cellular and PCS service revenues.
INSTALLATION AND ACTIVATION. Installation and activation revenues
increased 19.8% to $15.5 million in 1999 from $12.9 million in 1998, as a result
of our adding 59,513 gross local access lines and 96,363 gross cellular and PCS
customers during 1999 compared to 43,198 gross local access lines and 97,778
gross cellular additions in 1998. The increase in installations in 1999 helped
offset reductions in installation fees for local lines as part of the rate
rebalancing plan that took effect January 1, 1999.
OPERATING COSTS. Our operating costs increased 34.7% to $129.4 million
in 1999 from $96.0 million in 1998. The increase in operating costs was
primarily the result of higher satellite connection and carrier costs, increased
general and administrative expenses reflecting our continued expansion, and
depreciation associated with our continued capital expenditure program. However,
operating costs as a percentage of operating revenues declined in 1999,
representing 75.7% of total operating revenues in 1999 compared to 76.5% in
1998.
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SATELLITE CONNECTIONS AND CARRIER COSTS. Satellite connections and
carrier costs increased by 35.2% to $43.7 million in 1999 from $32.3 million in
1998 primarily as a result of the 54.2% increase in outbound traffic and higher
interconnection costs. Outbound carrier costs increased by 62.1% from $11.8
million in 1998 to $19.1 million in 1999. Interconnection costs increased by
47.9% to $19.8 million in 1999 from $13.4 million in 1998, the result of a
higher volume of inbound traffic terminating in Codetel's network.
NETWORK DEPRECIATION. Network depreciation increased 40.4% from $11.4
million in 1998 to $16.0 million in 1999, as a result of our continued
investments in plant and equipment.
EXPENSE IN LIEU OF INCOME TAXES. We make payments to the Dominican
government in lieu of income tax equal to 10% of gross domestic revenues, after
deducting charges for access to the local network, plus 10% of net international
revenues. Expense in lieu of income taxes also includes a tax of 2% on
international settlement revenues collected. Expense in lieu of income taxes
increased by 33.5% to $12.8 million in 1999 from $9.6 million in 1998 reflecting
the increase in revenues derived from our domestic and international business.
GENERAL AND ADMINISTRATIVE. General and administrative expenses,
including non-network depreciation expenses, increased 30.8% to $51.5 million in
1999 from $39.4 million in 1998 primarily as a result of increased personnel
costs due to a higher employee headcount, a higher level of allowance for
doubtful accounts, and higher commissions paid to sales staff and
intermediaries. At December 31, 1999, we had 1,534 employees compared to 1,341
employees at December 31, 1998. As a result, personnel costs, net of capitalized
labor expenses, increased by 29% to $22.2 million in 1999 from $17.2 million in
1998. Commissions increased by 26.4% to $17.0 million in 1999 from $13.4 million
in 1998.
Commissions paid to wholesale distributors of prepaid cards grew
91.2% to $6.1 million in 1999 from $3.2 million in 1998, primarily as a
result of the expansion of our prepaid cellular subscriber base, and a 83%
increase in the number of prepaid cards sold in the United States in 1999.
Our expense for doubtful accounts increased by $3.6 million to $4.3
million in 1999 from $0.7 million in 1998 as the result of the disconnection of
local service customers who had unpaid balances reaching as far back as 1998,
and who contested the bills as a result of Hurricane Georges' interruption of
telephone service. We allowed these customers to be reconnected and provided for
the deferral of payment of this debt. Those clients who did not accept the
payment plan were considered in default and were disconnected. We set aside an
amount equal to 100% of the outstanding debt as an additional provision during
the second quarter of 1999.
As a percentage of total operating revenues, general and administrative
expenses represented 30.1% in 1999 compared to 31.4% in 1998.
OTHER COSTS. Other costs increased by 59.9% to $5.4 million in 1999
from $3.4 million in 1998, primarily as a result of increases in the costs of
sale of customer premise equipment, residential telephones and cellular handsets
in 1999.
OPERATING INCOME. Operating income increased 40.7% to $41.5 million in
1999 from $29.5 million in 1998. Our operating income as a percentage of total
operating revenues improved to 24.3% in 1999 from 23.5% of total operating
revenues in 1998. This reflects increased economies of scale in our operations.
OTHER INCOME (EXPENSES). Other expenses increased by 60.7% to $19.2
million in 1999 from $11.9 million in 1998, reflecting increased short-term bank
borrowings and reduced interest income as a result of the application of pledged
securities to pay interest on the senior notes due 2004 and the principal amount
of loans from the Caribbean Basin Project Financing Authority, and additional
short-term financing during 1999.
NET EARNINGS. Net earnings increased by 23.1% to $22.0 million in 1999
from $17.9 million in 1998. On a per share basis, earnings increased to $0.89
per share in 1999 from $0.78 per share in 1998. The weighted average number of
shares outstanding used in the calculation at December 31, 1998 was 22,944,544
compared to 24,844,544 at December 31, 1999. Net earnings represented 12.9% of
total operating revenues in 1999 compared to 14.3% in 1998.
EBITDA. Earnings before interest and other income and expenses, taxes
and depreciation and amortization increased by 39.9% to $75.0 million for 1999
from $53.7 million for 1998. We calculate earnings before interest and other
income and expenses, taxes and depreciation and amortization prior to the
deduction of payments to the government in lieu of income taxes.
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EFFECTS OF INFLATION
The annual inflation rate in the Dominican Republic was 7.8% for 1998,
5.1% for 1999 and 9.0% for 2000. The effects of inflation on our operations have
not been significant.
CHANGE IN FUNCTIONAL AND REPORTING CURRENCY
Through December 31, 1996, we used the Dominican peso as our functional
and reporting currency. While a significant portion of our revenues, assets and
liabilities historically were denominated in U.S. dollars, a clear determination
of the functional currency was difficult, and we used the Dominican peso as our
functional currency. However, in our opinion, with the issuance of the 11 3/8%
senior notes due 2004, in August 1997, our cash flows and financial results of
operations are more appropriately presented in the U.S. dollar as the functional
currency. Effective January 1, 1997, we changed our functional currency from the
Dominican peso to the U.S. dollar. Our financial statements for periods prior to
January 1, 1997 have not been restated for this change in the functional
currency. However, we did retroactively change our reporting currency to the
U.S. dollar.
LIQUIDITY AND CAPITAL RESOURCES
Substantial capital is required to expand and operate our
telecommunications networks. For 2000, we made capital expenditures of $167.1
million for the installation of additional local access lines, enhancement of
our cellular and PCS network, expansion of international facilities and other
network improvements. Expansion of international facilities included the
installation of a switch in New York and investments in submarine fiber optic
cables. We currently anticipate making capital expenditures of approximately
$133 million in 2001 for increasing capacity and coverage in our local access
and mobile networks, expanding our international facilities to support increased
traffic volume, expanding our local network and other international expansion
and for the implementation of our Central American strategy. In Central America,
capital expenditures will consist of investments in a mobile switching office in
Panama and enhanced base transceiver stations and mobile backhaul for Panama,
Guatemala and El Salvador. However, the amounts to be invested for these
purposes will depend upon a number of factors, including primarily the demand
for our services.
In addition, as we expand our operations into new areas we will be
required to support increased working capital and capital expenditure needs. We
have satisfied our working capital requirements and funded capital expenditures
from cash generated from operations, short and long-term borrowings, trade
finance, capital leases, vendor financing and equity and debt issuances. We
believe our cash generated by operations and borrowings available to us will be
sufficient to fund our expected capital expenditures through the end of 2001. We
frequently evaluate potential acquisitions and joint venture investments.
Acquisitions or investments may require us to obtain additional financing. There
can be no assurance that additional funding sources will be available to us on
terms which we find acceptable or at all.
Net cash provided by operating activities was $31.5 million for 1999
and $42.3 million for 2000. We had net accounts receivable of $26.1 million and
$32.1 million at December 31, 1999 and December 31, 2000.
Our indebtedness was approximately $398.8 million at December 31, 2000,
of which $200.0 million was our 113/8% senior notes due 2004, $76.7 million was
in long-term borrowings and capital leases, with maturities ranging from two to
six years, and $122.1 million was short-term bank loans, telecommunications
equipment financings, trade financings and current portion of capital leases and
of long-term debt. At December 31, 2000, our U.S. dollar borrowings, other than
the 11 3/8% senior notes due 2004, had interest rates ranging from 9.8% per
annum to 12.9% per annum, and our peso borrowings had interest rates ranging
from 24% per annum to 26% per annum. At December 31, 2000, our U.S. dollar
borrowings, other than the 11 3/8 senior notes due 2004, totaled $189.1 million
and our peso borrowings totaled $9.7 million.
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We have credit facilities which, in the aggregate, permit us to borrow
up to $265.7 million. At December 31, 2000, there was $198.8 million outstanding
under these facilities. We had approximately $66.9 million available for
borrowing under these facilities, of which $31.2 million was under facilities
with maturities of less than one year.
At December 31, 2000, we had $79.7 million of short-term and long-term
credit facilities with Dominican banks and institutions and $186.1 million of
U.S. dollar-denominated credit facilities with international banks. We expect
that we will reborrow amounts we pay with such proceeds to fund a portion of our
capital expenditures and our working capital requirements beginning in 2002.
However, our current lenders may be unable or unwilling to lend to us in the
future.
At December 31, 2000, our current liabilities exceeded our current
assets by $125.3 million. This reflects our short-term borrowings in the
Dominican Republic with related companies, local and international banks.
Dominican banks lend on a short-term basis in order to negotiate interest rates
should market conditions change, without necessarily demanding the repayment of
credit facilities. It is our belief that the existence of negative working
capital does not affect adversely the continuity of our business.
We will seek additional credit facilities with international banks to
refinance our short-term credit facilities. During 2000, we obtained credit
guarantees from Export-Import Bank of the United States of up to $56 million for
loans made by The International Bank of Miami, N.A. to be used for purchases of
communications equipment and material from Motorola and other U.S. suppliers. At
December 31, 2000, the amount of $20.2 million has been disbursed under this
facility. The credit guarantees will be available for disbursement over a
12-month period and will be repayable over five years. We have discussed with
Export-Import Bank of the United States a new facility that would provide
additional credits of as much as $125 million.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
We are managed by a Board of Directors, the members of which, in
accordance with our by-laws, are elected at the annual shareholders' meeting and
serve for a period of one year. The Board of Directors is composed of a
Chairman, Vice President, Treasurer, Secretary and eight additional members. The
Board of Directors meets at least once every three months. Special meetings of
the Board of Directors may be held at any time.
The names of our executive officers and directors are set forth below
together with their ages at December 31, 2000 and current positions.
<Table>
<Caption>
NAME AGE POSITION
-------------------------------- --- ------------------------------------------------
BOARD OF DIRECTORS
NAMED BY GFN CORPORATION, LTD.:
Manuel Arturo Pellerano Pena 46 Chairman
Hector Castro Noboa 59 Vice President
Marcos J. Troncoso 52 Secretary
Carl H. Carlson 43 Treasurer
Juan Felipe Mendoza 46 Director
Anibal De Castro 52 Director
NAMED BY MOTOROLA, INC.:
Kevin J. Wiley 41 Director
Jesus Barona 39 Director
Carl O. Barry 41 Director
Peter Rojas 45 Director
INDEPENDENT DIRECTORS:
Fernando Antonio Rainieri 53 Director
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Jose Manuel Villalvazo 54 Director
EXECUTIVE OFFICERS
Manuel Arturo Pellerano Pena 46 President
Marcos J. Troncoso 52 Executive Vice President of International Business Development and
Member of the Office of the President
Carl H. Carlson 43 Executive Vice President and Member of the Office of the President
Carlos F. Vargas 47 Vice President of Corporate Center and Chief Financial Officer
Virgilio Cadena del Rosario 48 Vice President, Engineering TRICOM Latin American Division
Carlos Ramon Romero 48 Vice President, Customer Relationship Management
Lorenzo Vicens 43 Vice President, Planning, Marketing and Business Division
Valeriano Valerio 42 Vice President, Network Engineering and Operations
Ramon Tarrago 37 Vice President, International Division
</Table>
Each of the current members of the Board of Directors has been elected
pursuant to an amended and restated shareholders agreement, dated as of May 8,
1998, among Motorola, Inc., Oleander Holdings, Inc., Zona Franca San Isidro,
S.A. and certain individuals, Oleander and Zona, are wholly owned subsidiaries
of GFN, and the individual parties to the agreement are all affiliates of either
GFN or TRICOM.
The Directors are elected annually at the Annual General Meeting of
Shareholders. Each Director (when ever elected) holds office until the next
Annual General Meeting of Shareholders following his election and until his
successor is elected or until his earlier resignation or removal.
As of this date, no date has been set for the Annual General Meeting of
Shareholders.
MANUEL ARTURO PELLERANO PENA has served as our Chairman of the Board of
Directors and President since August 1994 and as a member of our Board of
Directors since our formation in January 1988. Mr. Pellerano has served as the
Vice President of Bancredito, a bank affiliated with GFN and one of the largest
commercial banks in the Dominican Republic, since March 1989. Mr. Pellerano has
been a member and the Vice President of the Board of Directors of GFN since
April 1989. Mr. Pellerano graduated from Universidad Nacional Pedro Henriquez
Urena with a degree in economics.
HECTOR CASTRO NOBOA has served as the Vice President of our Board of
Directors since August 1994 and has served as a member of our Board of Directors
since our formation in January 1988. He has served as a director and Executive
Vice President of GFN since April 1989. Between March 1993 and September 1997,
Mr. Castro served as the Executive Vice President of Bancredito. Mr. Castro also
held various positions at the Deutsche Sudamerikanische Bank (Germany), Citibank
(as Marketing Vice President), Bonanza Dominicana (as Financial Vice President),
Banco Metropolitano (as Financial Advisor) and Universidad Nacional Pedro
Henriquez Urena (as a professor of international economics and macroeconomics).
Mr. Castro graduated from Madrid's Universidad Complutense where he studied
business economics.
MARCOS J. TRONCOSO has served as our Executive Vice President since March
1992, as Secretary of the Board of Directors since our formation in January 1988
and as Member of the Office of the President since September 1995. Prior to
assuming these positions, Mr. Troncoso served as Executive Vice President of GFN
beginning in May 1979. Mr. Troncoso received a law degree from Universidad
Nacional Pedro Henriquez Urena and a BS degree in business administration with a
major in accounting from the University of Puerto Rico.
CARL H. CARLSON, our Executive Vice President since March 1998, has served
as Treasurer of the Board of Directors since January 2000 and as a Member of the
Office of the President since September 1995. Mr. Carlson was a Senior Vice
President from March 1993 until March 1998 and Chief Financial Officer from
September 1993 until September 1995. Mr. Carlson served as a Vice President of
Finance and Administration from December 1989 until September 1993. Mr. Carlson
was an Assistant Vice President for GFN's insurance division from 1987 until
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December 1989. From 1983 to 1987, Mr. Carlson was a Vice President at Chase
Manhattan Bank. Mr. Carlson is a graduate of Instituto Technologico de Santo
Domingo where he majored in business administration and accounting and finance.
Mr. Carlson earned an MBA from a joint program between the University of South
Carolina and Pontifica Universidad Catolica Madre y Maestra.
CARLOS F. VARGAS has served as our First Vice President of the Finance and
Administrative Division and as the Chief Financial Officer since July 1996.
Immediately prior to his arrival, Mr. Vargas was employed by Bancomercio, S.A.,
where he held the positions of Vice President, Assistant to the President and
Executive Vice President of Finance and Operations from May 1992 until July
1996. Mr. Vargas served as Executive Vice President of Finance and Operations at
Banco Popular Dominicano and the Finance Vice President at Grupo Financiero
Popular from 1982 until May 1992. Mr. Vargas was employed by Coopers & Lybrand
as an audit manager from 1974 until 1982. He is a certified public accountant
and earned his degree in accounting from Universidad Nacional Pedro Henriquez
Urena.
VIRGILIO CADENA DEL ROSARIO has served as our Vice President Engineering
TRICOM Latin American since June 2000. Mr. Cadena was First Vice President of
Planning and Operations since from September 1995 until June 2000. Mr. Cadena
was the Second Vice President of Planning and Operations between July 1991 and
September 1995 and Telecommunications Manager from July 1989 until July 1991.
Mr. Cadena graduated with a degree in electromechanical engineering from the
Universidad Autonoma de Santo Domingo and studied at the Electrical Engineering
Department of the University of Kyoto in Japan.
CARLOS RAMON ROMERO has served as our Vice President of our Customer
Relationship Management Division since July 2000. He was First Vice President of
the Residential and Business Division from July 1996 until July 2000.
Immediately prior to his arrival, Mr. Romero served as chief executive of a
brokerage company which he started in February 1994. Mr. Romero served as Vice
President of the Technical Area of Compania Nacional de Seguros, a subsidiary of
GFN, from 1980 until February 1994. Mr. Romero earned a BA in International
Services from the Universidad Nacional Pedro Henriquez Urena, where he has since
held various academic posts.
LORENZO VICENS has served as our First Vice President of the Residential
and Business Division since July 2000. Prior to his arrival, Mr. Vicens served
as Vice President of Marketing at Banco Popular Dominicano from February 1997
until July 2000. Mr. Vicens has extensive experience as a consultant and
coordinator of company restructure procedures, working closely with local
government agencies and the United Nations. Mr. Vicens holds a BS in
Electro-Mechanic Engineering Technology and an MBA from the Pontificia
Universidad Catolica Madre y Maestra and a PHD in Business Administration from
the University of South Carolina.
VALERIANO VALERIO has served as our First Vice President of Planning and
Operations since June 2000 and as Second Vice President of Institutional
Relationships between June 1995 and June 2000. Mr. Valerio graduated with a
degree in Electrical Engineering from the Universidad Pedro Henriquez Urena and
studied at the Nippon Telegraph and Telephone Public Corporation of Tokyo,
Japan.
RAMON TARRAGO has directed the International Division since its
organization as a separate business unit in July 1996 as First Vice President.
He was a Second Vice President of the Corporate Center from August 1995 until
July 1996. He was a Second Vice President of the International Division from
August 1995 until July 1996. He was Director of International Relations from
November 1993 until August 1995. From February 1992 until November 1993, he was
our Director of Finance. Between May 1991 and February 1992, he was a management
associate in the Corporate Banking Unit at the Santo Domingo branch of Citibank.
Mr. Tarrago worked for the World Bank's International Finance Corporation in
Washington, D.C. from May 1990 to September 1990 and for Bancredito between
October 1986 and March 1988. He is the former dean of the MBA program at the
Pontificia Universidad Catolica Madre y Maestra and has held an academic post at
the Instituto Tecnologico de Santo Domingo. Mr. Tarrago holds both a BA in
economics from Universidad Nacional Pedro Henriquez Urena and an MBA with a
finance concentration from the Virginia Polytechnic Institute and State
University.
JUAN FELIPE MENDOZA has been a member of our Board of Directors since June
1997. Mr. Mendoza currently serves as Chief Executive Officer of Bancredito and
President of Compania Nacional de Seguros. He was recently elected Vice
President of FIDES (Inter-American Federation of Insurance Companies) and its
regional commission for Central America and the Caribbean. Mr. Mendoza is a
director of Reaseguradora Nuevomundo, Caribbean Hotel
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Association Insurance Company, Bancredito and GFN Corporation USA. Mr.
Mendoza joined GFN in 1977. Prior to joining GFN, Mr. Mendoza was employed in
the Internal Audit Department for the Caribbean of the Royal Bank of Canada.
Mr. Mendoza graduated from Universidad Nacional Pedro Henriquez Urena and
also attended Specialized Insurance Training Programs at Royal Global
Insurance of New York and Swiss Insurance Formation Center, Swiss Re,
Switzerland. Mr. Mendoza is a certified public accountant.
ANIBAL DE CASTRO has been a member of our Board of Directors since May
1998, and has served as President of Editorial AA, a subsidiary of GFN, since
May 1994. Mr. De Castro has served on the Board of Directors of Corporacion
Dominicana de Electricidad (C.D.E), the country's state-owned electric utility
provider from 1979 to 1982, and currently serves on the Board of Directors of
several Dominican companies and professional associations including Banco de la
Pequena Empresa and Fondo de Financiamiento de la Micro-Empresa. Mr. De Castro
graduated from Universidad Autonoma de Santo Domingo with a degree in journalism
and holds a B.A. in economics from the University of East Anglia in Great
Britain.
KEVIN J. WILEY has been a member of our Board of Directors since December
1998. Mr. Wiley has been employed by Motorola Network Management Group as the
Director of Regional Cellular Operations for the Latin America Region since
October 1998. Prior to joining Motorola in July 1997, Mr. Wiley was the Vice
President and General Manager of Aliant Cellular Communications from July 1995
to July 1997. Mr. Wiley has been involved in various positions within the
wireless telecommunications industry throughout his entire career. Mr. Wiley
graduated from Creighton University with a B.S. in finance and management.
JESUS BARONA has been a member of our Board of Directors since December
1998 and served as the Director of Business Operations in Latin America since
April 1997. Prior to joining Motorola, Mr. Barona served as the Director of
Marketing and Operations for BellSouth Panama from January 1996 to March 1997.
From December 1992 to March 1996, Mr. Barona served as the Senior Manager of
Marketing Operations for BellSouth International. Mr. Barona holds a degree in
marketing from Columbia Business School.
CARL O. BARRY has been a member of our Board of Directors since January
2000. He has been employed since 1991 by Motorola, including as Senior
Operations Controller since February 1996, Pan American Service & Quality
Operation Controller from July 1993 until February 1996 and another
Manufacturing Controller from November 1991 until June 1993. Prior to joining
Motorola, he was a Price Waterhouse Audit Manager for eight years. Mr. Barry
holds a BA in Business Administration from the University of Puerto Rico and is
a Certified Public Accountant.
PETER ROJAS has been a member of our Board of Directors since January 2000.
Mr. Rojas joined Motorola in December 1999 as a Director of Latin American
Business Development. He was Vice President of both Sales and Business
Development in Latin America for GE Capital Spacenet from April 1996 until
December 1998 and Gilat Latin America from December 1998 until November 1999.
Mr. Rojas has a Bachelor of Science in Mechanical Engineering Technology from
the Virginia Polytechnic Institute and an MBA from Drexel University.
FERNANDO ANTONIO RAINIERI has been a member of our Board of Directors since
July 1998. Mr. Rainieri served as Advisor to the Central Bank of the Dominican
Republic since December 1990 to August 1996, as the Dominican Republic's
Secretary of Tourism from August 1986 to August 1990 and Advisor to the World
Tourism Organization from 1988 to 1990. From 1979 to 1985, Mr. Rainieri served
as General Director of the Fund for the Development of Tourism Infrastructure
(INFRATUR). From 1970 to 1975, Mr. Rainieri held positions as Executive
Assistant at Gulf & Western Americas Corporation. In addition, Mr. Rainieri is
currently on the Board of Directors of several Dominican companies including
Fimaca, Servicios Aereos Dominicanos, La Antillana Comercial, Helados Bon and
Inversiones Bohechio. Mr. Rainieri holds a bachelors degree in Business
Administration and a degree in marketing from Texas A & M University.
JOSE MANUEL VILLALVAZO has been a member of our Board of Directors since
July 1998. A pioneer in the Mexican cellular industry, Mr. Villalvazo has been
an active member of the wireless and satellite communication sectors. In 1990
Mr. Villalvazo co-founded Baja Cellular, the Band A service provider in the
northwestern region of Mexico, and in 1993 he founded Leo One Panamericana, a
Mexican-based low-earth-orbiting satellite service providing mobile data
services throughout Latin America. Since 1989 he has served as the Chairman and
CEO of Tecelmex, a holding company with interests in mobile communication. Other
positions within the telecommunications industry which Mr.
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Villalvazo has held have included Vice-Chairman of the Mexican Association of
Cellular Telephone Concessionaires (AMCEL) from 1992 to 1995, and Chairman,
as well as founder, of the Latin American Cellular Industry Association
(ALACEL) from 1994 to 1996. Since 1992 he has served as a Member of the
Mexican delegation to the Inter-American Telecommunications Commission
(CITEL). Mr. Villalvazo is a certified public accountant and has a MBA from
the University of Mexico.
EXECUTIVE COMPENSATION
The aggregate amount of compensation we paid during the fiscal year
ended December 31, 2000 to our directors and executive officers, as a group (16
persons), was $2.1 million.
EMPLOYEES.
At December 31, 2000, we had 1,740 employees. Of this number, 30 were
executives, 165 were managers, and the remaining 1,545 were technicians,
salesmen, service and staff employees. The Company believes that this number may
increase over the next several years as the Company expands its network and its
customer base. None of the Company's employees belong to labor unions. The
Company believes that it has good relations with its employees.
SHARE OWNERSHIP
We refer to Item 7 for information with respect to Manuel Arturo
Pellerano Pena, who, to our knowledge, is the only director with 1% or greater
percentage of ownership in TRICOM.
In connection with our initial public offering, our Board of Directors
adopted, and GFN and Motorola approved, our 1998 Long-Term Incentive Plan
pursuant to which 750,000 shares of Class A common stock were reserved for
issuance. Our Board of Directors, which administers the plan, has granted
options to purchase an aggregate of 519,630 shares of Class A common stock to
directors, officers and employees. The options granted expire on the tenth
anniversary of the date of grant and, commencing on or about May 4, 2001, will
become exercisable with respect to 37.5% of the shares of Class A common stock
subject to the option. At December 31, 2000, there were 230,370 shares available
for grant under the plan.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
The following table sets forth certain information known to us with respect
to beneficial ownership of the common stock at February 22, 2001 (unless
otherwise indicated) by each person, to our knowledge, who beneficially owns 5%
or more of the common stock and all officers and directors as a group. Except as
otherwise indicated, the holders listed below have sole voting and investment
power with respect to all shares beneficially owned by them.
For purposes of this table, a person or group of persons is deemed to have
"beneficial ownership" of any shares as of a given date which such person or
group of persons has the right to acquire within 60 days after such date.
Information relating to the percentage beneficially owned is calculated in
accordance with SEC rule 13d-3 and includes for each of Oleander Holdings Inc.
and Motorola the shares of Class A common stock issuable upon conversion of the
Class B stock owned by it. Each share of Class B stock is freely convertible at
any time into one share of Class A common stock, subject to adjustment, and may
not be transferred except to GFN, Motorola or permitted transferees, as defined.
Each share of Class B stock has ten votes and of Class A common stock has one
vote. All of the shares owned by GFN and Motorola are Class B stock and
represent 100% of the outstanding shares of Class B stock. If all of the Class B
shares were converted to Class A common stock, then Oleander Holdings, Inc.
would own 39.8% of the Class A common stock and Motorola 26.5% of the Class A
common stock.
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<Page>
<Table>
<Caption>
SHARES PERCENTAGE OF PERCENTAGE OF
BENEFICIALLY SHARES BENEFICIALLY CLASS B SHARES
SHAREHOLDER OWNED OWNED BENEFICIALLY OWNED
--------------------------------------------------------- ------------- ------------------- ------------------
Oleander Holdings, Inc.(1)........................... 11,486,726 39.8 60.0
Motorola, Inc........................................ 7,657,818 26.5 40.0
Orient Star Holdings LLC............................. 1,175,000(2) 12.1 --
Prime 66 Partners, L.P............................... 1,174,000(3) 12.1 --
WaterView Capital Management LLC..................... 1,500,000(4) 15.5 --
Directors and executive officers as a group (16 persons) 11,583,668(5) 39.8 60.0
------------------------------------------------------------------------------------------------------------------------
</Table>
(1) Oleander Holdings, Inc., a Panamanian corporation, is a wholly
owned subsidiary of GFN. GFN is controlled by Manuel Arturo Pellerano
Pena, our Chairman of the Board of Directors and President, and members
of his family.
(2) Inmobiliaria Carso, S.A. de C.V., as the sole member of Orient
Star Holdings LLC, is deemed to beneficially own indirectly the ADSs
owned directly by Orient Star Holdings LLC. Carlos Slim Helu, Carlos
Slim Domit, Marco Antonio Slim Domit, Patrick Slim Domit, Maria Soumaya
Slim Domit, Vanessa Paola Slim and Johanna Monique Slim Domit own all of
the outstanding voting securities of Inmobiliaria Carso, S.A. de C.V.,
and are deemed to beneficially own indirectly the ADSs deemed
beneficially owned by Inmobiliaria Carso, S.A. de C.V. and directly
owned by Orient Star Holdings LLC. This information is based on a
Schedule 13-G dated November 6, 2000 and filed with the Securities and
Exchange Commission.
(3) P-66 Genpar, L.P., a Texas limited partnership, and P-66, Inc.,
a Texas corporation, as the two general partners of Prime 66 Partners,
L.P., Carmel Land & Cattle Co., a Texas corporation, as the sole general
partner of P-66 Genpar, L.P., and the Sid R. Bass Management Trust, a
revocable Texas trust and the sole shareholder of P-66, Inc., may be
deemed to be the beneficial owners of the shares of Class A common
stock. In his capacity as the sole shareholder of Carmel Land & Cattle
Co., William P. Hallman, Jr. may be deemed to be the beneficial owner of
the shares. As Trustee of the Sid R. Bass Management Trust, Sid R. Bass
may also be deemed the beneficial owner of the shares. This information
is based on a Schedule 13G/A dated February 13, 2001 and filed with the
Securities and Exchange Commission.
(4) WaterView Capital Management LLC, a Delaware limited liability
company, possesses sole power to vote and direct the disposition of all
shares held by WaterView Partners, L.P., a Delaware limited partnership,
which owns 958,500 shares, and of D&DF WaterView Partners, L.P., a
Delaware limited partnership, which owns 41,500 shares. Georgica
Advisors LLC, a Delaware limited liability company, is the holder of,
and possesses sole power to vote and direct the disposition of, 500,000
shares. WaterView Capital Management LLC and Georgica Advisors LLC may
act together, from time to time, with respect to the shares. Each of the
entities discussed above is deemed to beneficially own 1,500,000 shares
or 15.5% of the Class A Shares. This information is based on a Schedule
13-D dated November 15, 2000 and filed with the Securities and Exchange
Commission.
(5) Includes 11,486,720 shares of Class B stock that may be deemed
to be beneficially owned by Mr. Pellerano, our Chairman of the Board of
Directors and President, in his capacity as a controlling person of GFN.
Does not include 313,420 shares of Class A common stock issuable upon
exercise of options that are exercisable commencing in 2001 and through
2008.
Motorola Inc. has announced its intention to sell its shares of
Class B stock. Our By-laws provide that upon transfer of such shares
(unless to GFN or one of its affiliates), these shares will convert to
Class A common stock.
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SHAREHOLDERS AGREEMENT
Each of the current members of the Board of Directors has been elected
under the terms of an amended and restated shareholders agreement, dated as of
May 8, 1998, among TRICOM, Motorola, Oleander, Zona and certain nominal
shareholders that are affiliates of GFN or TRICOM.
The shareholders agreement provides that the Board of Directors will
consist, and GFN and Motorola each will vote all of the shares owned by it (or
in the case of any transfer of shares to its permitted transferee, as defined in
the shareholders agreement, will cause such permitted transferees to vote their
shares) in favor, of six directors to be designated by GFN, four directors to be
designated by Motorola and two independent directors. The shareholders agreement
provides that in order for a person to qualify as an independent director such
person must not be:
- an officer, employee, principal stockholder, consultant or partner
of TRICOM, apart from such directorship, or an officer, employee,
principal stockholder, consultant or partner of an entity that was
dependent upon TRICOM or any affiliate of TRICOM for more than 5%
of its revenues or earnings in its most recent fiscal year;
- an officer, director, employee, principal stockholder, consultant
or partner of a person that is a competitor of TRICOM or any of
its affiliates, any affiliate of such competitor, or any other
person that was dependent upon such competitor or affiliate of
such competitor for more than 5% of its revenues or earnings in
its most recent fiscal year; or
- an officer, director, employee, principal stockholder, consultant
or partner of Motorola or GFN or an officer, employee, principal
stockholder, consultant or partner of an entity that was dependent
upon Motorola or any affiliate of Motorola for more than 5% of its
revenues or earnings in its most recent fiscal year.
Each of Motorola and GFN will be entitled to nominate one independent
director so long as it together with its permitted transferees owns at least 25%
of the issued and outstanding shares of Class B stock. In calculating the number
of shares of Class B stock owned by either GFN or Motorola, there will be
included the number of shares of Class B stock owned by any of it permitted
transferees.
The composition of the Board of Directors is intended to approximate the
respective ownership interests of GFN (11,486,720 shares of Class B stock,
representing 39.8% of the shares of common stock and 60% of the shares of Class
B stock and 57% of the total voting power), Motorola (7,657,818 shares of Class
B stock, representing 26.5% of the shares of common stock and 38% of the shares
of Class B stock and 38.8% of the total voting power) and the public. The number
of directors other than independent directors that GFN or Motorola each may
designate will change if its percentage ownership of Class B stock changes as
follows:
- if GFN and Motorola each owns 50% of the then outstanding shares
of Class B stock, each would have the right to designate five
directors;
- if either GFN or Motorola owns shares of Class B stock
- greater than 50% but less than or equal to 60% of the
then outstanding shares of Class B stock, it would
designate six directors and the other four directors;
- greater than 60% but less than or equal to 70% of the then
outstanding shares of Class B stock, it would designate
seven directors and the other three directors;
- greater than 70% but less than or equal to 80% of the then
outstanding shares of Class B stock, it would designate
eight directors and the other two directors;
- greater than 80% but less than or equal to 90% of the then
issued and outstanding shares of Class B stock, it would
designate nine directors and the other one director; or
- greater than 90% of the issued and outstanding Class B
stock, it would designate all ten directors.
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Until such time as either Motorola or GFN owns less than 25% of the
outstanding shares of Class B stock, the shareholders agreement requires the
affirmative vote of nine directors to approve the following actions:
- the acquisition or formation by TRICOM of any entity or the making
of any investments in an other entity of business, including, but
not limited to, the purchasing of equity or debt interests in or
the extension of credit to such entity;
- the incurrence of indebtedness, if after giving effect to such
incurrence, including the proposed application of the proceeds of
such indebtedness to pay existing indebtedness, the ratio of
indebtedness to shareholders' equity would be greater than three
to one;
- approval of annual budgets relating to income, capital
expenditure, operating expenses and cash flows (provided that this
does not require approval of any projected debt incurrence that
otherwise complies with the limits described above or of any other
proposed corporate action for which super-majority approval is not
specifically required); and
- the issuance, or redemption, of Class A common stock or other
securities or instruments exercisable for or convertible into
Class A common stock.
In addition, approval by the independent directors is required for any
transaction that has a fair market value exceeding $1.0 million which we enter
into with either GFN or Motorola and their respective affiliates. The vote of a
majority of the directors present at a duly convened meeting is required for all
other board actions (and at such time that Motorola or GFN owns less than 25% of
the then outstanding shares of Class B stock for the four actions specified as
requiring a greater vote).
Under the shareholders agreement, if we propose to register any of our
securities under the Securities Act of 1933 (other than a registration in
connection with a reorganization on Form F-4 or in connection with any employee
stock option, stock purchase or savings plan on Form S-8 or similar registration
forms), whether or not for our own account, GFN and Motorola are entitled to
include shares of Class A common stock owned by them in any such registration,
subject to the right of the managing underwriter of any such offering to
exclude, due to market conditions, some or all of such securities. In addition,
GFN and Motorola each has the right to require us to prepare and file on three
occasions a registration statement covering registrable securities with a market
value of at least $5.0 million, subject to customary blackout periods. We are
generally required to bear the expenses (except underwriting discounts and
commissions and fees and expenses of any special counsel) of all such
registrations, whether or not initiated by GFN or Motorola.
VOTING AGREEMENTS FOR THE 11 3/8% SENIOR NOTES DUE 2004
In connection with the offering of the 11 3/8% senior notes due 2004,
Oleander and Motorola each entered into separate voting agreements, dated August
21, 1997 with The Bank of New York, as trustee under the indenture for the
senior notes. The voting agreements provide that each of Oleander and Motorola
will grant to the trustee for the 11 3/8% senior notes due 2004 the right to
vote all of its shares of common stock upon the occurrence of the following
events:
- our failure to pay interest on the senior notes when due for a
period of 30 days;
- our failure to pay the principal of or premium on the senior notes
when due, whether at maturity, upon redemption or repurchase or
otherwise;
- our failure to pay principal of and interest on the senior notes
required to be purchased in the event of a change of control;
- a payment default under any debt instrument for money borrowed by
us or any of our guarantor subsidiary (except any such subsidiary
that is not a significant subsidiary); or
- our failure or the failure of any significant subsidiary to pay
final judgments aggregating in excess of $10.0 million within 60
days after the date for which any period for appeal has expired
and during which a stay of enforcement of such judgment shall not
be in effect.
The trustee's right to vote all of the shares of voting stock, once such right
is triggered, will continue (a) during the continuation of the first three
events set forth above and for one year after the date we cure such event of
default or
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(b) during the continuation of the fourth event. Either Oleander or Motorola
may revoke the proxy granted by it under the voting agreement if:
- the Dominican Republic becomes bound by the United Nations
Convention on the Recognition and Enforcement of Foreign Arbitral
Awards (1958);
- if as of the last day of any fiscal quarter we report
shareholders' equity of at least $100 million and for each of the
four full consecutive fiscal quarters ending on such date our
leverage ratio as defined in the senior note indenture is equal to
or less than 2.5 to 1.0;
- the senior notes are rated Ba2 or better by Moody's Investors
Service, Inc. and BB or better by Standard & Poor's Ratings
Group, respectively; or
- our obligations with respect to the outstanding senior notes are
discharged.
If we incur any indebtedness that constitutes senior facilities under the
senior note indenture and the lender or lenders under such senior facilities are
granted a lien by Oleander and Motorola in respect of its voting stock, then the
proxy rights granted under the voting agreement will be suspended and the
trustee will not have the right to exercise such rights until such time as the
senior facilities are repaid in full, provided that:
- the trustee is granted a lien or similar interest in respect of
the voting stock by Oleander and Motorola for the benefit of the
holders, which lien will be subordinated and subject to the prior
rights and claims of the senior lenders and TRICOM; and
- the holders, the trustee and all senior lenders enter into an
escrow agreement and an intercreditor agreement, then the proxy
rights granted under the voting agreement.
The voting agreements do not prohibit or restrict either Oleander or
Motorola from transferring, selling, pledging, or hypothecating any shares of
voting stock. Any shares of voting stock transferred to an affiliate of either
Oleander or Motorola will remain subject to the voting agreements and any shares
of voting stock transferred to a person unaffiliated with either Oleander or
Motorola will no longer be subject to the voting agreements. The voting
agreements will terminate and be of no further force and effect if (a) any
senior lenders holding a security interest in the voting stock foreclose upon
such security interest subject to the terms of the intercreditor agreement to be
entered into by the senior lenders and the trustee or (b) the proxy is revoked
pursuant to the voting agreements.
CERTAIN TRANSACTIONS WITH PRINCIPAL SHAREHOLDERS
GFN
GFN is one of the Dominican Republic's largest privately held companies,
with interests in insurance, finance and publishing. GFN provides a number of
managerial services to its affiliated companies, including TRICOM, for which the
affiliated companies are billed based upon the number of hours that a particular
GFN employee spends on providing such services and other factors. GFN employees
have provided to us internal auditing, public relations, management information
services, legal and personnel management services. For 1998, 1999 and 2000, we
paid to GFN $494,125, $167,470 and $234,348, respectively, for such services.
GFN also provides us with security services for which we paid $111,460, $77,382
and $227,001 in 1998, 1999 and 2000, respectively. We anticipate that we will
continue to receive such services from GFN.
We lease premises and equipment from GFN and its affiliates. During 1998,
1999, and 2000, we paid to GFN and its affiliates $44,610, $108,578 and
$157,600, respectively, for the use of premises and equipment.
During 1999 we bought land from an unaffiliated third-party for $1,826,625
which we later sold to an affiliate of GFN for $2,724,458. We also entered into
various capital leases with an affiliate of GFN for $26,244,000 during 1999 and
17,691,845 during 2000. In 2000, we sold our Internet portal to GFN affiliate
for approximately $2.3 million. In 1999 we had capital lease obligations of
$26.2 million and in 2000 of 17.7 million.
We provide life insurance to our employees and have obtained other
insurance through Compania Nacional de Seguros, a GFN affiliated insurance
company. We paid insurance premiums to affiliates of GFN totaling $1.5 million,
$2.0 million and $4.1 million in 1998, 1999 and 2000, respectively.
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We provide telecommunications services to GFN and its affiliated companies.
GFN and its affiliated companies paid us $0.8 million, $2.0 million and $1.9
million for such services in 1998, 1999 and 2000, respectively.
GFN affiliated banks have loaned us funds. We had borrowings from GFN
affiliated banks, including financing of letters of credit on open accounts, in
the aggregate principal amounts of $17.9 million at December 31, 1999 and $31.4
million at December 31, 2000.
MOTOROLA
We have purchased telecommunications equipment from Motorola, particularly
for the development of our mobile cellular system and our wireless local loop
for aggregate consideration of approximately $2.3 million, $23.1 million and
$20.3 million during 1998, 1999, and 2000, respectively. In July 2000, we also
have entered into an infrastructure supply agreement to buy systems and license
the iDEN technology from Motorola for use in Central America. We placed an order
for an initial system for Panama, for $20 million, concurrently with the
execution of the agreement but have not placed any other orders to date.
OTHER TRANSACTIONS
We have purchased mortgage participation contracts from savings and
loan associations in the Dominican Republic that are maintained as compensating
balances for mortgage loans made by these associations to several of our
officers. At December 31, 1999 and 2000, these mortgage participation contracts
totaled $2,710,572 and $3,289,459, respectively.
ITEM 8. FINANCIAL INFORMATION
See "Item 18. Financial Statements"
OTHER FINANCIAL INFORMATION
LEGAL PROCEEDINGS
In August 1999, a Dominican company, DCS International S.A., and two
individual plaintiffs whom in our belief are officers or employees of DCS, sued
us before Dominican courts for alleged losses and damages of up to approximately
RD$200 million ($12 million) resulting from the imprisonment by Dominican
authorities of two of the individuals for 15 days. The plaintiffs alleged that
their imprisonment was the result of an investigation by the local district
attorney and the police that we instigated following an irregular increase in
telephonic traffic at certain telephone numbers. We requested that the court
dismiss the action because of lack of jurisdiction. The court granted our motion
to dismiss and ruled that the plaintiffs should cover the costs of the
proceedings. The plaintiffs have resubmitted the action before the proper court
and, after numerous requests and hearings before the Court, the case is now
pending decision from the Judge of the Civil and Commercial Court Room of the
Third Circumscription of the Court of First Instance of the National District of
Santo Domingo. After consulting with legal counsel, we believe that this matter
will not have a material adverse effect on our results of operations and
financial position.
There are no other legal proceedings to which we are a party, other
than routine litigation incidental to our business which is not otherwise
material to our business or financial condition.
ITEM 9. THE OFFER AND LISTING
AMERICAN DEPOSITARY SHARES
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<Page>
The ADSs are traded on the New York Stock Exchange under the symbol
"TDR". Shares of Class A common stock are not traded on any other exchange or
automated quotation system. At April 30, 2001, there were 30 record holders in
the United States of the ADSs.
The following tables provides the high and low prices for the ADSs on
the New York Stock Exchange for (1) each quarter since we completed our initial
public offering on May 4, 1998 and (2) each of the most recent six months.
<Table>
<Caption>
NEW YORK STOCK EXCHANGE
HIGH LOW
---- ---
YEAR ENDED DECEMBER 31, 1998
Second Quarter........................ 12 9/16 8 3/16
Third Quarter......................... 10 13/16 5 7/8
Fourth Quarter........................ 7 1/2 3 7/16
YEAR ENDED DECEMBER 31, 1999
First Quarter......................... 9 6
Second Quarter........................ 11 5/8 6 1/8
Third Quarter......................... 12 7/16 7 9/16
Fourth Quarter........................ 22 5/8 7 5/8
YEAR ENDED DECEMBER 31, 2000
First Quarter......................... 27.88 17.17
Second Quarter........................ 21.19 14.31
Third Quarter......................... 19.25 14.63
Fourth Quarter........................ 16.00 7.10
YEAR ENDING DECEMBER 31, 2001
First Quarter......................... 12.46 7.00
Second Quarter........................ 7.80 6.00
Third Quarter......................... 6.70 5.30
April................................. 7.80 6.15
May................................... 6.90 6.25
June.................................. 7.40 6.00
July.................................. 6.70 5.80
August................................ 6.26 5.50
September............................. 5.89 5.30
</Table>
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ITEM 10 ADDITIONAL INFORMATION
MEMORANDUM AND ARTICLES OF ASSOCIATION
Board of Directors
The business and affairs of the Company is managed by the Board of
Directors, which consists of not more than fifteen or less than eight persons.
The Directors of the Company are elected annually at the Annual General Meeting
of Shareholders. Each Director (whenever elected) holds office until the next
Annual General Meeting of Shareholders following his election and until his
successor is elected and qualified or until his earlier resignation or removal.
Any Director may resign at any time upon written notice to the Board of
Directors, to the Chairman of the Board or to the President of the Company. Any
Director may be removed with or without cause at any time by an affirmative vote
of a majority of the shareholders entitled to vote. If any vacancies occur in
the Board of Directors, of if the authorized number of Directors is increased,
the Directors then in office may continue to act, and such vacancies may be
filled by a majority of the Directors then in office. Any vacancies or newly
created directorships also may be filled by an affirmative vote of a majority of
the shareholders entitled to vote at a General Meeting of Shareholders called
for such purpose.
Regular meetings of the Board of Directors may be held at such places
within or out of the Dominican Republic and at such times as the Board of
Directors may from time to time determine. Special meetings of the Board of
Directors may be held at any time or place within or outside of the Dominican
Republic whenever called by the Chairman of the Board, by the President of by
any two Directors. Any member of the Board of Directors may participate in a
meeting of the Board of Directors by means of a telephone conference or similar
communications equipment provided that all persons participating in the meeting
can hear each other.
At all meetings of the Board of Directors, the presence of a majority of
the total number of Directors will constitute a quorum for the transaction of
business. The vote of at least a majority of the Directors present at any
meeting at which a quorum is present is necessary to constitute the act of the
Board of Directors unless otherwise provided by applicable law.
Purpose
Article 2 of our by-laws states that the purpose of the Company is:
- to provide, maintain and operate telecommunications systems in
the Dominican Republic and elsewhere;
- to enter into such agreements as may be required to be
interconnected to the switched public telephone network, as well
as to any domestic networks rendering inter-urban services, as may
be required by said telecommunications systems; and
- to construct, maintain, and exploit a private telecommunications
system for the transmission of national and international calls
and for the transmission or reception of messages and signals of
any kind.
Capital Stock
Our authorized capital stock consists of 55,000,000 shares of Class A
common stock and 25,000,000 shares of Class B stock. Both classes of capital
stock vote together as a single class on matters except any matter that would
adversely affect the rights of either class. These matters would need to be
approved by a special meeting of the holders of the class of shares to be
affected. The Class A common stock has one vote per share and the Class B stock
has ten votes per share. The economic rights of each class of capital stock are
identical.
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Registration and Transfer
All shares are evidenced by share certificates in registered form.
Dominican law requires that all shares be represented by a certificate, although
a single certificate may represent multiple shares of stock. Certificates may be
issued in the name of the registered holder, bearer or to-order form. All of our
share certificates are issued in the name of. Dominican law also requires that
all transfers, encumbrances and liens on nominative shares must he recorded in
the share registry and only are enforceable against us and third parties after
such registration has taken place. The Bank of New York is the registrar and
transfer agent for the Class A common stock, except during shareholders meetings
when we will maintain the share registry for the Class A common stock.
Shareholders Meetings
Shareholders are entitled to vote on all matters at ordinary or special
shareholders' meetings. The board of directors will convene an annual
shareholders' meeting at least once a year in order for shareholders:
- to elect new directors and a vigilance officer;
- to acknowledge the vigilance officer's report; and
- for management to report upon our financial performance and for
the shareholders to decide whether or not to distribute dividends.
Ordinary shareholders' meetings may be convened at other times in order to
transact other business, including to remove directors. Special shareholders'
meetings are convened in order to effect fundamental changes in our structure,
including to approve amendments to our by-laws. Under our by-laws, shareholders'
meetings may be convened by:
- the Chairman of the Board of Directors;
- a majority of the members of the board at any time;
- at the request of the holders of 30% of the shares entitled to be
cast at such meeting; and
- at the request of the vigilance officer in urgent circumstances,
which are not defined under Dominican law.
Shareholders meetings may he convened not less than 30 but not more than 60
calendar days after written notice has been mailed to shareholders. A majority
of the shares entitled to be cast constitutes a quorum at all shareholders
meetings. Our by-laws provide that holders of two-thirds of the votes entitled
to be cast is required to approve:
- amendments to the by-laws, including increases or decreases of
our authorized share capital;
- the issuance of shares of Class B stock in addition to those
shares of Class B stock outstanding on the date of the adoption of
the by-laws, except in connection with a dividend or other
distribution with respect to, or a subdivision, consolidation or
reclassification of all outstanding shares of stock;
- the declaration and payment of any dividend or distribution with
respect to our capital stock;
- any increase or decrease in the number of directors; and
- our voluntary winding up or liquidation or the filing of a
bankruptcy petition.
The affirmative vote of the holders of a majority of votes entitled to be
cast is required to approve all other actions. Shareholders may vote by proxy,
and the depositary will cast proxies as directed by the holders of the ADRs.
Limitation of Officers' and Directors' Liability
In addition to voting for directors at the annual shareholder's meeting,
shareholders are asked to vote upon the performance of management. Our vigilance
officer, an officer elected by the shareholders each year, delivers a report on
our financial performance and other issues related to management's performance.
If the holders of a majority of the votes entitled to be cast approve
management's performance, all shareholders are deemed to have released the
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directors and officers from claims or liability to us or our shareholders
arising out of actions taken or any failure to take actions by any of them on
our behalf during the prior fiscal year, with certain exceptions. Shareholders
will likely fail in any suit brought in a Dominican court with respect to the
acts or omissions deemed to have been released. Officers and directors may not
be released from any claims or liability for criminal acts, fraud, self-dealing
or gross negligence. If the shareholders do not approve management's
performance, the vigilance officer's report may form the basis of any suit
brought by the shareholders against our officers and directors.
Our by-laws provides that we will indemnify any person made or threatened
to be made a party to any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that such person, or a
person of whom he or she is the legal representative, is or was our director,
officer, employee or agent or any of our predecessors, or serves or served any
other enterprise as a director, officer, employee or agent at our request or any
of our predecessors. We are required to pay any expenses reasonably incurred by
a director or officer in defending a civil or criminal action, suit or
proceeding in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it ultimately is determined that he or she is
not entitled to be indemnified by us under our by-laws or otherwise. We may, by
action of our Board of Directors, provide for the payment of such expenses
incurred by our employees and agents as it deems appropriate.
Liquidation Rights
Each shareholder is entitled to a proportionate share of any of our assets
available upon dissolution after the payment of debts owed to creditors.
Shareholders are deemed to be creditors of our company to the extent of declared
and unpaid dividends.
Dividends
Under Dominican law, only shareholders may authorize the declaration and
payment of dividends. Shareholders are entitled to receive dividends in
proportion to their respective capital participation, subject to adjustment as
provided in the by-laws. Dividends are payable only from after-tax profits, and
only after we have set aside at least 5% of our annual profits as a legal
reserve (until such reserve equals 10% of paid-in capital). The by-laws provide
that shareholders may only approve the declaration and payment of dividends or
distributions if the declaration or payment of such dividend or distribution
would not violate any obligation, contractual or otherwise, to which we or any
of our subsidiaries are a party or by which any of them or their respective
properties or operations are bound.
Voting Rights
The holders of Class A common stock and Class B stock vote together with
respect to all matters. Every holder of Class A common stock is entitled to one
vote for each share of Class A common stock held and every holder of Class B
stock is entitled to ten votes for each share of Class B stock held by the
number of shares of Class A common stock into which one share of Class B stock
is then convertible. Under our by-laws, Class B stock may not be transferred
except to permitted transferees. Permitted transferees include
1. Oleander
2. Motorola
3. any subsidiary or affiliate, as defined, and
4. with respect to Oleander, Manuel Arturo Pellerano Pena and any
member of the family of Manuel Arturo Pellerano Pena as of the
date of the initial public offering that had an interest
(including indirectly through any corporation, trust or entity) in
Oleander and
- the spouse or surviving spouse and natural and adopted
children of any such family member
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- any trust existing solely for the benefit of family
members and any person who would be a permitted transferee
of any such family member under clause (A) and any trustee
of such trust
- upon the death of any such member or any person who would
be a permitted transferee of any member, such holder's
estate or any executor, administrator or other legal
representative of such holder, and
- any corporation, partnership or other entity all of the
outstanding equity interests of which are owned, or all of
the outstanding voting power of which is controlled,
directly or indirectly by, or any trust or similar entity
the sole beneficiaries of which are, such members and
their permitted transferees.
If, despite these restrictions on transfer, a shareholder owning shares of Class
B stock transferred its shares to a person or entity other than to Oleander,
Motorola or a permitted transferee, the shareholder will only become entitled to
one vote per share. If, with respect to any shares of Class B stock owned by
Oleander and its permitted transferees, the shares of common stock owned by
Oleander and its permitted transferees constitute less than 10% of the
outstanding common stock, such shares of Class B stock will entitle the holder
to one vote per share. If, with respect to any shares of Class B stock owned by
Motorola and its permitted transferees. the shares of common stock owned by
Motorola and its permitted transferees constitute less than 10% of the
outstanding common stock, such shares of Class B stock will entitle the holder
to one vote per share. Oleander, Motorola and any permitted transferee may
pledge shares of Class B stock without reducing the number of votes to which it
is entitled; provided, however, that if such shares of Class B stock are
transferred to or registered in the name of the pledgee (unless the pledgee is a
permitted transferee), the number of votes to which such shares of Class B stock
are entitled will be reduced until Oleander, Motorola or any of their permitted
transferees either cures any default that resulted in the transfer or
registration or reacquires the shares from the pledgee.
Preemptive and Other Rights
The holders of Class A common stock and Class B stock are not entitled to
preemptive or similar rights. The shares of Class A common stock and Class B
stock are not subject to redemption or a sinking fund. Under our by-laws, we are
authorized to issue shares of Class B stock only in connection with a dividend
or other distribution with respect to, or a subdivision, consolidation or
reclassification of, all outstanding shares of Class A common stock. In the
event of any subdivision, consolidation, reclassification or other change in the
Class A common stock, the Board of Directors, in its discretion, in lieu of
issuing additional shares of Class B stock, may adjust the number of shares of
Class A common stock into which the Class B stock is convertible and the number
of votes to which each share of Class B stock is entitled.
Reorganization, Consolidation, Share Exchange or Merger
In the event of a reorganization, consolidation, share exchange or merger
of the Company, each holder of outstanding shares of stock of the Company shall
be entitled to receive for each of his shares the same kind and amount of
consideration (whether consisting of cash, property or securities) to be
received by each other holder of the same class of stock, if any for each of his
shares.
EXCHANGE CONTROLS
FOREIGN EXCHANGE CONTROLS
The foreign exchange system of the Dominican Republic is administered
by the Central Bank. In January 1991, the Monetary Board of the Central Bank
instituted the current foreign exchange system which permits the purchase of
foreign currency from commercial banks located in the Dominican Republic. Prior
to January 1991, persons were required to purchase foreign currency directly
from the Central Bank. The resolution adopted by the Monetary Board in 1991
retained the Central Bank's administrative authority over the foreign exchange
system by
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<Page>
requiring registration with and approval by the Central Bank in order
to repatriate foreign currency abroad. The Monetary Board further liberalized
the foreign exchange system in September 1994, but it retained the requirement
that the payment of debt obligations abroad be registered with the Central Bank.
This registration generally has been regarded as ministerial in nature, except
that short-term advances for exports of goods and services still require prior
approval of the Central Bank. Dominican banks are required to submit an
application form to the Central Bank for approval of any foreign currency
exchange transactions. We cannot assure you that Dominican authorities will not
change the Dominican Republic's monetary policies to restrict the exchange of
Dominican pesos for U.S. dollars.
The Central Bank requires that any person who has registered foreign
debt obligations pay a 5% commission on amounts of Dominican pesos exchanged for
foreign currency to be remitted abroad.
FOREIGN EXCHANGE SYSTEM
The current foreign exchange system in the Dominican Republic was
instituted in January 1991. Under this system, there are two primary exchange
rates:
- the rate established by the Central Bank at which the Dominican
government buys foreign currency or the official rate; and
- the freely floating, private commercial bank rate at which private
banks and other authorized currency exchange agents sell foreign
currency, or the private market rate.
OFFICIAL RATE
The official rate is the rate at which companies in certain strategic
industries are required to surrender revenues received in foreign currency to
the Central Bank for Dominican pesos. The strategic industries subject to this
requirement include the telecommunications industry, and, as a result, we are
subject to this requirement. Accordingly, every U.S. dollar we receive as
revenues must be surrendered to the Central Bank at the official rate unless
otherwise authorized by the Central Bank. Other strategic industries subject to
this requirement include the coffee, sugar, cocoa, minerals and credit card
industries.
On April 27, 2001, the official rate was RD$16.66 per U.S. dollar.
PRIVATE MARKET RATE
The private market rate is the rate at which we purchase the foreign
currency we need to pay foreign suppliers or otherwise to meet our obligations
abroad.
According to current regulations, all purchases of foreign currency
from private commercial banks must be reported daily to the Central Bank. This
requirement permits the Central Bank to supervise and keep statistics on the
private market rate but does not give the Central Bank direct control over the
private exchange rate. The Central Bank publishes a weighted average private
market rate on a weekly basis. The Central Bank is entitled to receive a 5%
commission on all purchases of foreign currency to be remitted abroad.
Interest, principal and all other payments in respect of the 11 3/8%
senior notes due 2004 are required to be paid to the trustee in U.S. dollars. In
addition, most of our equipment and inventory purchases have been made, and are
expected to continue to be made, in U.S. dollars. Since September 1999, the
Central Bank has allowed us to use revenues received in U.S. dollars to pay
interest on the 11 3/8% senior notes due 2004 without first converting them into
pesos.
On April 27, 2001, the Private Market Rate was RD$16.86 per
U.S. dollar.
FOREIGN INVESTMENT
The Dominican Republic once restricted the repatriation of foreign
direct investments in certain sectors of the economy, including the
telecommunications sector. In December 1995, the Dominican government enacted
Law No.
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16-95 on foreign investment, which, among other things, permitted foreigners
to make direct investments in the telecommunications sector and to repatriate
funds from such investments. The foreign investment law requires that
foreigners register their investment with the Central Bank in order to
exchange Dominican pesos for foreign currency.
The foreign investment law expanded the definition of direct foreign
investment to include investments in debt instruments. Prior to the enactment of
the foreign investment law, the Dominican government only treated equity
investments as direct foreign investments. As a result, the principal of and
interest on debt instruments could be repatriated so long as the obligor adhered
to the requirements of the Law on the International Transfer of Funds and the
regulations and resolutions promulgated under the law. The foreign investment
law brings "financial instruments" within its purview, establishing that foreign
investments could take the form of those financial instruments that the Monetary
Board categorizes as foreign investments. However, the Monetary Board has yet to
identify which "financial instruments" could become registered as a foreign
investment. We have been advised by our Dominican counsel, Pellerano & Herrera,
that "financial instruments" as contemplated by the foreign investment law are
Dominican peso-dominated instruments issued to foreign investors in the
Dominican Republic. As such, U.S. dollar-denominated instruments, including the
11 3/8% senior notes due 2004, must be registered as foreign debt obligations
under the foreign currency transfer law.
TAXATION
The following discussion summarizes the principal Dominican Republic
income tax consequences of an investment in the ADRs, ADSs or shares of Class A
common stock by a person who is neither domiciled in nor a resident of the
Dominican Republic for tax purposes and who holds such ADRs, ADSs or shares of
Class A common stock for investment purposes and not for purposes of a trade or
business. In the opinion of the Dominican law firm, Pellerano & Herrera, the
discussion sets forth the material Dominican Republic consequences of such an
investment. The discussion is not intended as tax advice to any particular
investor.
Under our 1996 concession agreement with the Dominican government which
grants us our right to operate as a telecommunications provider, dividends and
interest paid to any of our shareholders, bondholders or other investors are
exempt from Dominican income tax. Under Dominican tax law, the term "dividends"
refers to any distribution of profits of a company to its shareholders. Thus,
under the 1996 concession agreement, any dividend or distribution paid by us
with respect to the class A common stock will not be subject to Dominican income
tax.
Our 1996 concession agreement has not yet been approved by the
Dominican Congress, but was duly executed by the Dominican Executive Branch,
making the concession itself valid and binding on the Dominican government under
our laws. Provisions in our concession agreement providing preferential tax
treatment for Tricom and its shareholders still need to be submitted to and
approved by the Dominican Congress to be binding under the Dominican
Constitution. At the time our concession agreement was executed, it was not
submitted to the Dominican Congress for approval for political reasons. Our
concession agreement, along with the concession agreements of most of Tricom's
competitors in the telecommunications business, was not submitted to the
Dominican Congress because the Dominican Congress was greatly divided at that
time and the Dominican Executive Branch did not control a majority of the
Congress. However, the tax provisions contained in these concession agreements,
along with other concession agreements in other areas, have been completely
followed and complied with by our Dominican Tax Administration.
Until our 1996 concession agreement is approved by the Dominican
Congress, cash dividends and other distributions paid by us with respect to ADSs
or shares of Class A common stock held by any holder could be subject to a 25C
withholding tax, which would be required to be withheld by us and paid to the
Dominican tax administration at the time a cash dividend or other distribution
is paid. Such tax withheld may not be a creditable foreign tax in determining
the U.S. tax liability of such holder. We are not aware of any plans of the
Dominican government to submit our 1996 concession agreement for approval to the
Dominican Congress.
Our 1996 concession agreement does not specifically address whether
capital gains taxes will apply to sales of ADSs in the Dominican Republic.
However, it states that the transfer or sale of our shares of any type will be
exempt from Dominican income tax. Under the principles of territoriality
underlying the Dominican constitution, gain from the sale or exchange of ADRs
evidencing the ADSs by a foreign holder outside of the Dominican Republic would
not be
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subject to taxation by the Dominican tax authority even if our 1996
concession agreement were not applicable to gains on the transfer or sale of
ADSs.
Until our 1996 concession agreement is approved by the Dominican
Congress, the Dominican government could require payment of capital gains tax on
gain recognized on the sale or exchange in the Dominican Republic of shares of
Class A common stock (as distinguished from sales or exchanges of ADSs). The
capital gains tax was instituted in the Dominican Republic only in 1992 and was
later modified by regulations in 1998 as part of major tax reform legislation.
Under present law, the capital gains tax rate is identical to the regular income
tax rate of the person or entity that earned such gain; there is no preferential
rate. Thus, a corporation selling shares of Class A common stock in the
Dominican Republic would be required to pay the corporate income tax of 25% on
any gain from a sale or exchange of such shares. An individual, whether also
would have to pay income tax at the applicable individual rate, as set forth
below, on gain from the sale of shares of Class A common stock in the Dominican
Republic. The individual income tax rates applicable, in the Dominican Republic
since January 1, 2001 are as follows:
<Table>
<Caption>
IF TAXABLE INCOME IS: THE TAX IS:
--------------------- -----------
Not over RD$120,000.00 0
Over RD$120,000.01
but not over RD$200,000.00 15% of taxable income over RD$120,000.01
Over RD$200,000.01
but not over RD$300,000.01 RD$10,278.00 plus 20% of the excess over RD$171,309.01
Over RD$300,000.01 RD$32,000 plus 25% of the excess over RD$300,000.01
</Table>
The amount of gain on which the capital gains tax is assessed is equal
to the sale or transfer price (i.e., amount realized on the sale or transfer)
minus the acquisition price, adjusted for inflation. Regulations for the
application of the Dominican Tax Code clarify how the tax basis is to be
calculated and also provide how the inflation adjustment is to be applied.
There is no income tax treaty in force between the Dominican Republic
and the United States.
There are no Dominican inheritance or succession taxes applicable to
the ownership, transfer or disposition of ADSs by a foreign holder not domiciled
in the Dominican Republic at the moment of death. It is unclear whether
Dominican gift taxes would apply to the transfer or other disposition by gift of
shares of Class A common stock by a non-resident foreign holder; however, ADSs
or ADRs are not subject to Dominican gift taxes. There are no Dominican stamp,
issue, registration or similar taxes or duties payable by holders of ADSs or
shares of Class A common stock.
ITEM 11. QUANTATATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The following discussion about market risks to certain financial
instruments includes "forward-looking" statements that involve risks and
uncertainties. Actual results could differ materially from those projected in
the forward-looking statements.
We are exposed to market risks from adverse changes in interest rates
and foreign exchange rates. We do not hold or issue financial instruments for
trading purposes.
INTEREST RATE RISKS
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Our interest expense is sensitive to changes in the general level of
interest rates in the United States and in the Dominican Republic. At
December 31, 2000, we had outstanding $200 million aggregate principal amount
of senior notes. The senior notes bear interest at fixed rate of 11 3/8% per
annum and mature in the year 2004. The fair value of the senior notes was
approximately $186 million at December 31, 2000. The senior notes are U.S.
dollar denominated.
Our primary exposure to market risk for changes in interest rates
relates to our short-term borrowings from Dominican banks. Primary exposure is
based on the potential of short-term interest rate variation, not on exposure to
changes in fair market value of our long-term debt. At December 31, 2000, we had
$198.8 million outstanding of short-term and long-term borrowings, other than
our senior notes due 2004 but including trade finance, of which $189.1 million
was U.S. dollar denominated, and the remaining $9.7 million was Dominican peso
denominated. Of the $189.1 million of U.S. dollar dominated debt, $55.8 million
was borrowed from Dominican banks, while the remaining $133.3 million was
borrowed from international banks. Of the total $198.8 million outstanding,
$137.2 million had fixed interest rates, while the remaining $61.6 million had
variable interest rates. During 2000, our short-term and long-term U.S. dollar
denominated borrowings bore interest at rates ranging from 9.5% per annum to
12.9% per annum. During 2000, our short-term and long-term Dominican peso
denominated borrowings bore interest at rates ranging from 24% per annum to 26%
per annum. A 10% increase in the average rate for our variable rate debt would
have increased our loss for 2000 by approximately $1.7 million.
FOREIGN EXCHANGE RISKS
We are subject to currency exchange risks. During 2000, we generated
revenues of $84.2 million in U.S. dollars and $140.1 million in Dominican pesos.
In addition, at December 31, 2000, we had $189.1 million of U.S.
dollar-denominated debt outstanding, excluding the $200.0 million principal
amount of the 11 3/8% senior notes due 2004.
The impact of changes in foreign exchange rates is determined by
measuring the effect of percentage changes in the range of rates during the year
for our Dominican peso denominated assets and liabilities. The model reflects
the weighted average change in exchange rates as resulting in the same
percentage change in foreign exchange gains or losses.
Dominican foreign exchange regulations require us and other
telecommunications companies to convert all U.S. dollar revenues into Dominican
pesos at the official exchange rate, and to purchase US dollars at the private
market exchange rate. Although the official exchange rate now fluctuates and is
tied to the private market rate, the official exchange rate tends to be lower
than the private market rate. During 2000, the average official exchange rate
was RD$16.18 per $1.00 while the average private market rate was RD$16.37 per
$1.00.
Our functional currency is the U.S. dollar and, as a result, we must
translate the value of Dominican peso-denominated assets into U.S. dollars when
compiling our financial statements. This translation can create foreign exchange
gains or losses depending upon fluctuations in the relative value of the
Dominican peso against the U.S. dollar. During 2000, we recognized an
approximate $303,000 foreign exchange loss. If the Dominican peso had devalued
by an additional 10% against the U.S. dollar on average in 2000, then we would
have realized an additional foreign exchange loss of approximately $30,300.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Not Applicable.
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PART II
ITEM 13. DEFAULTS, DIVIDED ARREARAGES AND DELINQUENCIES
None.
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
PROCEEDS
Not applicable.
ITEM 15. [RESERVED]
ITEM 16. [RESERVED]
PART III
ITEM 17. FINANCIAL STATEMENTS
Not Applicable.
ITEM 18. FINANCIAL STATEMENTS
The following consolidated financial statements are filed as part of
this Annual Report on Form 20-F
Independent Auditors' Report.
Consolidated Balance Sheets as of December 31, 1999 and 2000.
Consolidated Statements of Operations for the Years Ended
December 31, 1998, 1999 and 2000.
Consolidated Statements of Shareholders' Equity for the Years Ended
December 31, 1998, 1999 and 2000.
Consolidated Statements of Cash Flows for the Years Ended
December 31, 1998, 1999 and 2000.
Notes to Consolidated Financial Statements.
ITEM 19. EXHIBITS
Exhibit
Number
1.1 Amended and Restated By-laws of the Company with English
translation thereof.*
2.1 Indenture, dated August 21, 1997, between The Bank of
New York, as trustee, and the Company.**
4.1 iDEN(R) Infrastructure Supply Agreement, dated July 31, 2000,
between Motorola, Inc. and Tricon Latinoamerica, S.A.***
--------------------------------------------------------------------------------
* Incorporated by Reference to Exhibit 3 to Amendment No. 1 to the
Registration Statement on Form F-1, registration number 333-8574,
filed May 1, 1998.
** Incorporated by Reference to Exhibit 4.1 to the Company's
Registration Statement on Form F-4, registration number 333-8150,
filed December 29, 1997.
*** The Company has requested that certain portions of this
document be given confidential treatment. The entire document,
including the redacted portions, has been filed separately
with the Securities and Exchange Commission.
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(This page has been left blank intentionally.)
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<Page>
TRICOM, S.A. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
<Table>
<Caption>
PAGE
----
Independent Auditors' Report.................................................................................. F-2
Consolidated Balance Sheets as of December 31, 1999 and 2000.................................................. F-3
Consolidated Statements of Operations for the Years Ended December 31, 1998, 1999 and 2000.................... F-5
Consolidated Statements of Shareholders' Equity for the Years Ended
December 31, 1998, 1999 and 2000........................................................................... F-6
Consolidated Statements of Cash Flows for the Years Ended
December 31, 1998, 1999 and 2000............................................................................ F-8
Notes to Consolidated Financial Statements.................................................................... F-11
</Table>
F-1
<Page>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of TRICOM, S.A.:
We have audited the accompanying consolidated balance sheets of TRICOM, S.A. and
subsidiaries as of December 31, 1999 and 2000 and the related consolidated
statements of operations, shareholders' equity and cash flows for each of the
years in the three year-period ended December 31, 2000. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards
in the United States of America. Those standards 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. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of TRICOM, S.A. and
subsidiaries as of December 31, 1999 and 2000 and the results of their
operations and their cash flows for each of the years in the three year-period
ended December 31, 2000, in conformity with generally accepted accounting
principles in the United States of America.
As explained in note 12 to the consolidated financial statements, effective
January 1, 2000, the Company changed its method of accounting for installation
and activation revenues.
As explained in note 26 to the consolidated financial statements, effective
January 1, 1999, the Company changed its method of accounting for organization
costs.
Santo Domingo, Dominican Republic KPMG
February 9, 2001 ---------------------------------
Member Firm of KPMG International
F-2
<Page>
TRICOM, S.A. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1999 AND 2000
<Table>
<Caption>
1999 2000
----------------- ------------
ASSETS
Current assets:
Cash on hand and in banks (note 6) $ 13,459,566 18,199,552
Accounts receivable (notes 5,6, 11 and 20):
Customers 22,821,951 21,970,677
Carriers 6,467,016 8,729,886
Related parties 40,412 1,663,396
Officers and employees 415,702 556,577
Current portion of long-term accounts receivable 66,369 -
Other 624,846 1,601,119
----------------- ------------
30,436,296 34,521,655
Allowance for doubtful accounts (4,307,563) (2,394,903)
----------------- ------------
Accounts receivable, net 26,128,733 32,126,752
Inventories, net:
Equipment and accessories 9,429,905 8,889,385
Other 271,350 651,708
----------------- ------------
9,701,255 9,541,093
Prepaid expenses (notes 6 and 16) 6,637,067 7,947,531
Deferred income taxes (note 17) 949,190 801,008
----------------- ------------
Total current assets 56,875,811 68,615,936
----------------- ------------
Long-term accounts receivable (note 6) 22,619 -
Investments (note 7) 2,710,572 3,289,459
Property and equipment, net (notes 4, 6, 10 and 14) 455,045,191 586,223,900
Other assets at cost, net of amortization (notes 8 and 19) 16,824,268 24,310,564
----------------- ------------
$ 531,478,461 682,439,859
================= ============
</Table>
See accompanying notes to the consolidated financial statements.
F-3
<Page>
TRICOM, S.A. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (CONTINUED)
DECEMBER 31, 1999 AND 2000
<Table>
<Caption>
1999 2000
---- ----
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable (notes 6, 9 and 14):
Borrowed funds - banks $ 63,602,022 82,131,865
Borrowed funds - related parties 17,895,946 31,410,612
Current portion of long-term debt 315,216 3,213,939
----------------- ------------
81,813,184 116,756,416
----------------- ------------
Current portion of capital leases (notes 6 and 10) 14,242,056 5,308,310
Accounts payable (notes 6 and 12):
Carriers 2,987,379 13,835,276
Related parties 10,035,066 2,093,385
Suppliers 12,043,787 21,653,727
Other 329,309 242,582
----------------- ------------
25,395,541 37,824,970
Other liabilities (note 12) 3,789,707 19,990,490
Accrued expenses (note 13) 15,293,910 14,035,182
----------------- ------------
Total current liabilities 140,534,398 193,915,368
----------------- ------------
Reserve for severance indemnities 31,414 9,727
Deferred income tax (note 17) 631,159 974,867
Capital leases, excluding current portion (notes 6 and 10) 11,640,652 15,520,965
Long-term debt, excluding current portion (note 14) 228,772,011 261,222,759
----------------- ------------
Total liabilities 381,609,634 471,643,686
----------------- ------------
Shareholders' equity (notes 15 and 21):
Class A common stock at par value RD$10: Authorized
55,000,000 shares; 5,700,000 shares issued at December 31,
1999 and 9,700,000 at December 31, 2000 3,750,000 6,210,025
Class B stock at par value RD$10: Authorized 25,000,000
shares at December 31, 1999 and 2000; 19,144,544 issued at
December 31, 1999 and December 31, 2000 12,595,095 12,595,095
Additional paid-in-capital 94,288,852 159,981,808
Retained earnings 41,258,637 34,033,002
Other comprehensive income-foreign currency translation
(note 2.2) (2,023,757) (2,023,757)
----------------- ------------
Shareholders equity, net 149,868,827 210,796,173
----------------- ------------
$ 531,478,461 682,439,859
================= ============
</Table>
See accompanying notes to the consolidated financial statements.
F-4
<Page>
TRICOM, S.A. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1998, 1998 AND 2000
<Table>
<Caption>
1998 1999 2000
---- ---- ----
Operating revenues (note 6):
Toll revenues $ 17,644,573 23,118,149 28,666,107
International revenues 50,332,088 60,592,134 84,187,050
Local service 12,941,983 33,858,620 54,770,706
Cellular and PCS 20,363,647 26,473,985 35,796,234
Paging 4,527,579 2,695,531 1,703,963
Sale of equipment 4,114,513 7,689,534 5,263,137
Installation and activation fees 12,936,817 15,501,847 13,748,906
Other 2,640,192 889,141 161,552
---------------- ------------ ------------
Total operating revenues 125,501,392 170,818,941 224,297,655
Operating costs:
Satellite connections and carrier (note 19) 32,308,880 43,687,794 68,607,640
Network depreciation 11,382,446 15,982,827 29,341,705
Expense in lieu of income taxes (note 16) 9,561,710 12,763,565 10,173,983
General and administrative expenses, including
depreciation charges of $3,239,714, $4,854,653 and
$6,823,574 in 1998, 1999 and 2000, respectively
(notes 6, 18, 19 and 22) 39,379,388 51,501,272 70,690,895
Cost of equipment sold 2,249,268 3,988,446 2,911,386
Other 1,142,079 1,432,957 1,550,161
Total operating costs 96,023,771 129,356,861 183,275,770
Operating income 29,477,621 41,462,080 41,021,885
Other income (expenses):
Interest expense (note 6) (18,006,286) (22,430,031) (34,037,053)
Interest income (note 6) 5,133,348 2,389,329 3,301,031
Foreign currency exchange gain (loss) 104,414 (202,724) (303,078)
Gain on sale of land (note 6) - 897,833 -
Gain on sale of equipment - - 29,874
Other, net (note 6) 844,801 179,409 (197,118)
---------------- ------------ ------------
Other expenses, net (11,923,723) (19,166,184) (31,206,344)
---------------- ------------ ------------
Earnings before income taxes and cumulative effect
of accounting change 17,553,898 22,295,896 9,815,541
Income taxes (note 17) 351,691 (141,660) (588,377)
---------------- ------------ ------------
Earnings before cumulative effect of accounting
change 17,905,589 22,154,236 9,227,164
Cumulative effect of change in accounting change:
Organization costs (note 26) - (119,711) -
Installations and activations revenues (note 12) - - (16,452,799)
---------------- ------------ ------------
Net earnings (loss) $ 17,905,589 22,034,525 (7,225,635)
================ ============ ============
Earnings (loss) per common share - basic and diluted:
Earnings before cumulative effect of accounting
change 0.78 0.89 0.33
Cumulative effect of change in accounting - - (0.59)
---------------- ------------ ------------
Net earnings (loss) per common share - basic and
diluted $ 0.78 0.89 (0.26)
================ ============ ============
Proforma amounts assuming the change in accounting
principle for installation and activation
fees retroactively:
Net earnings $ 11,049,546 17,183,884 9,227,164
================ ============ ============
Earnings per common share - basic and diluted $ 0.48 0.69 0.33
================ ============ ============
Basic 22,944,544 24,844,544 27,723,665
Diluted 22,944,569 24,888,709 27,896,666
</Table>
See accompanying notes to the consolidated financial statements.
F-5
<Page>
TRICOM, S.A. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1998, 1999 AND 2000
<Table>
<Caption>
Retained Earnings
----------------------------
Number of Common Additional Appropriate
Shares Issued Common Stock Paid in Legal Un-
Class A Class B Class A Class B Capital Reserved appropriated
------- ------- ------- ------- ---------- ----------- ------------
Balance at December 31, 1997 - 19,390,529 $ - 43,357,343 - 600,233 718,290
Issuance of common shares,
Net of issuance cost of
$6,537,345 (note 15) 5,700,000 - 3,750,000 - 63,812,655 - -
Effect of change from no par
value to RD$10 par value
(note 15) - - - (30,203,197) 30,203,197 - -
Retirement of treasury stock
as a result of initial
public offering - (245,985) - (559,051) - - -
Transfer to legal reserve
(note 21) - - - - - 571,955 (571,955)
Net earnings - - - - - - 17,905,589
--------- ---------- ---------- ----------- ----------- --------- ----------
Balance at December 31, 1998 5,700,000 19,144,544 3,750,000 12,595,095 94,015,852 1,172,188 18,051,924
Stock - based compensation
to non-employees (note 22) - - - - 273,000 - -
Transfer to legal reserve
(note 21) - - - - - 480,819 (480,819)
Net earnings - - - - - - 22,034,525
--------- ---------- ---------- ----------- ----------- --------- ----------
Balance at December 31, 1999 5,700,000 19,144,544 3,750,000 12,595,095 94,288,852 1,653,007 39,605,630
Issuance of common shares,
Net of issuance cost of
$6,852,774 (note 15) 4,000,000 - 2,460,025 - 64,687,201 - -
Stock - based compensation
to non-employees (note 22) - - - - 1,005,755 - -
Net loss - - - - - - (7,225,635)
--------- ---------- ---------- ----------- ----------- --------- ----------
Balance at December 31, 2000 9,700,000 19,144,544 $6,210,025 12,595,095 159,981,808 1,653,007 32,379,995
========= ========== ========== =========== =========== ========= ==========
</Table>
See accompanying notes to the consolidated financial statements.
F-6
<Page>
TRICOM, S.A. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (CONTINUED)
YEARS ENDED DECEMBER 31, 1998, 1999 AND 2000
<Table>
<Caption>
Other
Comprehensive
Income-Foreign
Currency Treasury Shareholders'
Translation Stock Equity, Net
-------------- -------- -------------
Balance at December 31, 1997 (2,023,757) (559,051) 42,093,058
Issuance of common shares, Net
of issuance cost of $6,537,345
(note 15) - - 67,562,655
Effect of change from no par
value to RD$10 par value (note
15) - - -
Retirement of treasury stock as
a result of initial public
offering - 559,051 -
Transfer to legal reserve (note
21) - - -
Net earnings - - 17,905,589
----------- -------- -----------
Balance at December 31, 1998 (2,023,757) - 127,561,302
Stock - based compensation to
non-employees (note 22) - - 273,000
Transfer to legal reserve (note
21) - - -
Net earnings - - 22,034,525
----------- -------- -----------
Balance at December 31, 1999 (2,023,757) - 149,868,827
Issuance of common shares, Net
of issuance cost of $6,852,774
(note 15) - - 67,147,226
Stock - based compensation to
non-employees (note 22) - - 1,005,755
Net loss - - (7,225,635)
----------- -------- -----------
Balance at December 31, 2000 (2,023,757) - 210,796,173
=========== ======== ===========
</Table>
See accompanying notes to the consolidated financial statements
F-7
<Page>
TRICOM, S.A. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1998, 1999 AND 2000
<Table>
<Caption>
1998 1999 2000
---- ---- ----
Cash flows provided by operating activities:
Net earnings (loss) $17,905,589 22,034,525 (7,225,635)
Adjustments to reconcile net earnings (loss)
to net cash provided by operating
activities:
Allowance for doubtful accounts 1,665,349 5,420,717 3,499,893
Amortization of debt issue cost 1,381,361 1,499,497 1,958,610
Amortization of radio frequency right - 198,333 320,186
Cumulative effect of accounting change in
installations and activations revenues - - 16,452,799
Cumulative effect of accounting change in
organizations costs - 119,711 -
Deferred income tax, net (351,691) 33,660 491,890
Depreciation 14,622,160 20,837,480 36,165,279
Expense for severance indemnities 257,690 328,807 760,740
Foreign exchange gains 31,106 101,835 -
Gain on sale of fixed assets, net - - (836,054)
Gain on sale of land - (897,833) -
Value of consulting services received in
exchange for stock warrants - 273,000 1,005,755
Net changes in assets and liabilities: -
Accounts payable (4,471,048) 9,005,096 12,429,429
Accounts receivable (3,681,109) (13,407,676) (9,497,912)
Accrued expenses 3,857,953 1,563,855 (1,258,728)
Inventories (3,053,879) (4,213,002) 160,162
Long-term accounts receivable 866,997 68,937 22,619
Other assets (5,542,150) (3,944,266) (9,765,092)
Other liabilities 4,387,282 (3,624,114) (252,016)
Prepaid expenses (403,628) (3,532,125) (1,310,464)
Reserve for severance indemnities (355,445) (340,279) (782,427)
Unearned interest (204,576) - -
----------- ----------- -----------
Total adjustments 9,006,372 9,491,633 49,564,669
----------- ----------- -----------
Net cash provided by operating activities 26,911,961 31,526,158 42,339,034
=========== =========== ===========
</Table>
See accompanying notes to the consolidated financial statements
F-9
<Page>
TRICOM, S.A. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
YEARS ENDED DECEMBER 31, 1998, 1999 AND 2000
<Table>
<Caption>
1998 1999 2000
---- ---- ----
Cash flows from investing activities:
Acquisition of investments (367,866) (546,185) (578,887)
Acquisition of land - (1,826,625) -
Acquisition of property and equipment (142,101,012) (119,182,223) (151,221,583)
Proceeds from maturity of US Treasury
Bonds and irrevocable restricted funds 21,297,912 54,470,478 -
Proceeds from sale of fixed assets - - 2,405,494
Proceeds from sale of land - 2,724,458 -
-------------- ------------- -------------
Net cash used in investing activities (121,170,966) (64,360,097) (149,394,976)
-------------- ------------- -------------
Cash flows from financing activities:
Borrowed funds from banks 23,234,625 111,580,042 226,440,816
Borrowed funds from related parties 57,019,761 62,233,725 71,727,978
Re-payment of Carifa Bonds - (32,000,000) -
Capital lease payments - (361,292) (22,745,278)
Issuance of common stock 67,562,655 - 67,147,226
Payments of long-term debt - - (10,315,216)
Principal payments to banks (7,474,114) (69,643,536) (207,910,973)
Principal payments to related parties (36,277,664) (69,929,694) (58,213,312)
Proceeds from issuance of long term debt - 29,087,227 45,664,687
-------------- ------------- -------------
Net cash provided by financing activities 104,065,263 30,966,472 111,795,928
Effect of exchange rate changes on cash (161,353) (50,377) -
-------------- ------------- -------------
Net increase (decrease) in cash and cash
equivalents 9,644,905 (1,917,844) 4,739,986
Cash and cash equivalents at beginning of
the period 5,732,505 15,377,410 13,459,566
-------------- ------------- -------------
Cash and cash equivalents at end of period $ 15,377,410 13,459,566 18,199,552
============== ============= =============
Supplementary information:
Interest paid (net of capitalization) (17,601,409) (23,373,038) (33,785,503)
Capital lease obligation incurred - 26,244,000 17,691,845
============== ============= =============
</Table>
See accompanying notes to the consolidated financial statements
F-10
<Page>
TRICOM, S.A. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 2000
1 ORGANIZATION AND NATURE OF BUSINESS
The consolidated financial statements of TRICOM, S.A. include operations of the
following companies in the communications industry, which are identified as and
operate in the Dominican Republic and New York, U.S.A. under the commercial name
TRICOM:
TRICOM, S.A. (Parent Company)
GFN Comunicaciones, S.A.
Bay Tel Communication, S.A.
Call Tel Corporation
TRICOM USA, Inc. and Subsidiaries
TRICOM LATINOAMERICA, S.A. and Subsidiaries
TRICOM, S.A. ("TRICOM" or the "Company") is a diversified telecommunications
company, which provides international and domestic long distance, basic local
service, mobile, Internet and broadband services in the Dominican Republic and
long distance service through subsidiaries in the United States.
The Company's operations in the Dominican Republic are governed by the
Telecommunications Law (Law No.153-98) and by a Concession Agreement signed
with the Dominican Government and confirmed by the National Congress on April
30, 1990. This agreement is for a 20-year term through June 30, 2010, subject
to renewal for an additional 20-year term. Law No. 153-98 establishes a basic
framework to regulate the installation, maintenance and operation of
telecommunications networks and the provision of telecommunications services
and equipment. The law adopted the "Universal Services Principle" by
guaranteeing access to telecommunications services at affordable prices in
low-income rural and urban areas. The law creates a fund for the development
of the telecommunications sectors that is supported by a 2% tax on industry
participants' billings of all telecommunication services.
The Company was formed by GFN Corporation, Ltd. ("GFN"), one of the Dominican
Republic's largest private holding companies, with equity interests in
insurance, finance and publishing companies. At December 31, 2000, GFN holds
a 39.8% interest in the Company, and Motorola, Inc. holds a 26.5% interest.
TRICOM USA, Inc. ("TRICOM USA") was formed on January 15, 1992 under the
General Corporation Law of Delaware. In September 1995, the United States
Federal Communications Commission ("FCC") authorized TRICOM USA, to operate
as a facilities-based carrier in the United States.
TRICOM LATINOAMERICA, S.A. is a company organized under the Corporation Law
of the Cayman Islands, on May 12 2000. The activities of this company are to
control the telecommunication operations in Central America and the Caribbean.
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
2.1 BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION
The accompanying consolidated financial statements include the accounts of
TRICOM, S.A. and its wholly owned subsidiaries. All significant inter-company
accounts and transactions have been eliminated in consolidation.
F-11
<Page>
The accompanying consolidated financial statements have been prepared in
accordance with generally accepted accounting principles in the United States
of America. Preparation of consolidated financial statements in conformity
with generally accepted accounting principles in the United States of America
requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosures of contingent
assets and liabilities at the date of the financial statements, as well as
the reported amounts of revenues and expenses. Actual results could differ
from those estimates and assumptions.
2.2 FOREIGN CURRENCIES
The functional currency of the Company has been the U. S. dollar since
January 1, 1997.
Translation adjustments resulting from the conversion of the consolidated
financial statements to the reporting currency were accumulated and presented
as a separate component of equity in the accompanying consolidated balance
sheets for years prior to January 1, 1997.
Commencing January 1, 1997 the Company has recognized in the statements of
operations gains and losses arising from the translation of foreign currency
transactions other than the U.S. dollar. As of December 31, 1999 and 2000, the
rates used by the Company to translate Dominican peso denominated accounts at
year-end were RD$16.05 and RD$16.69 per one U.S. dollar, respectively.
Panamanian Balboas (B/.) are at par with the U.S. dollar.
2.3 CASH AND CASH EQUIVALENTS
For the purpose of the statements of cash flows, the Company considers as cash
and cash equivalents cash on hand, banks, time deposits and highly liquid debt
instruments with original maturities, at the time of purchase of three months or
less.
2.4 ALLOWANCE FOR DOUBTFUL ACCOUNTS
The allowance for doubtful account receivable is established through a charge to
an expense account.
2.5 INVENTORIES
Inventories are valued at the lower of average cost or market.
2.6 PROPERTY AND EQUIPMENT
Property and equipment are carried at cost. Construction costs and equipment
installations in process are maintained as construction projects until they are
completed and/or equipment is placed in service. Depreciation is calculated and
recorded starting with the first full month that the assets are placed in
service.
2.7 DEPRECIATION
The depreciation method used by the Company is the straight-line method, that
is, the uniform distribution of cost over the estimated useful lives of the
corresponding assets.
The estimated useful lives of assets are as follows:
<Table>
<Caption>
YEARS
------
Buildings and improvements 50
Furniture, equipment and transportation equipment 4-10
Equipment for lease 3-6
Operation and communication equipment 15
Cellular phones 3
Computer equipment 6.67
</Table>
F-12
<Page>
2.8 OTHER ASSETS
Other assets consist principally of deferred debt issue costs and radio
frequency rights (see note 8). Deferred debt issue costs are amortized over the
debt service period of the related debt. For the years ended December 31, 1998,
1999 and 2000, amortization expense of deferred debt issue amounted to
$1,381,361, $1,499,497 and $1,958,610, respectively.
The radio frequency rights are amortized on a straight-line basis over the
useful lives, which range from 15 to 20 years. For the year ended at December
31, 1999 and 2000, the amortization expense amounted to $198,333 and $320,186,
respectively.
Deferred commissions on prepaid calling cards are recognized when the deferred
revenues are recorded. On sales of calling cards outside of the Dominican
Republic, the commission expense is recognized as revenues are recognized based
upon minutes used. On sales of calling cards within the Dominican Republic,
where collection of sales proceeds has been assessed by the company to be less
assured, commission expense is recorded when the collections of outstanding
invoices to distributors and/or wholesalers are made.
2.9 SEVERANCE INDEMNITIES
According to the Labor Code of the Dominican Republic, employers are required to
pay severance indemnities to those workers whose labor contracts are terminated
without just cause. Just cause is defined in the Labor Code as including
misstatements by an employee in his job application, termination of an employee
within three months of his hire for poor performance, dishonesty, threats of
violence, willful or negligent destruction of property, unexcused absence or
termination of the job for which the employee was hired. The Company maintains a
minimal reserve to cover severance indemnities based on its experience in this
area.
2.10 REVENUE RECOGNITION
TOLL REVENUES
Toll revenues are amounts received by the Company from customers in the
Dominican Republic for international and domestic long distance calls. These
revenues are recognized as the calls are made.
INTERNATIONAL SETTLEMENT REVENUES
International settlement revenues represent amounts due from telecommunications
carriers for call (based on minutes) originated outside the Dominican Republic
which terminate into the Company's Dominican network. as per operating
agreements between the Company and each such carrier. These revenues are
recognized as the minutes are provided.
PREPAID CALLING CARD REVENUES
The Company recognizes revenue from prepaid calling cards based on card usage.
The Company accounts for cash received or credit extended from the sale of the
prepaid calling cards as deferred revenues, which are then recognized as the
cards are used. This revenue may be part of the toll or international revenues
depending on the call destination.
LOCAL SERVICE REVENUE
Local service revenue consists of wireline rent, local measured service, which
represents minutes used by local customers which are billed on established rates
or tariffs per actual minutes of call duration, as well as charges for "Custom
local access signaling services" or CLASS. CLASS represents value-added services
which include which include call forwarding, three-way calling, call waiting and
voicemail. It also features vertical services such as incoming-call
identification, call trace, call blocking, automatic return of the most
F-13
<Page>
recent incoming call, call redial, and selective forwarding and programming
to permit for distinctive ringing for incoming calls requested for local
customers which are billed in addition to rent. Local service revenues also
includes collect call revenues and revenues from other miscellaneous wireline
services. These revenues are recognized as the services are rendered.
CELLULAR AND PCS REVENUES
Represents fees received for mobile cellular and PCS services, including
interconnection charges for incoming calls to the Company's cellular and PCS
subscribers (these revenues do not include international and domestic long
distance calls generated by cellular or PCS units). Cellular and PCS fees
consist of fixed monthly access fees and per-minute usage charges, as well as
additional charges for custom or vertical features, which include call waiting,
call forwarding, three-way calling and voicemail, and for other miscellaneous
cellular and PCS services. These revenues are recognized as the services are
rendered.
PAGING
Paging revenues consist of fixed monthly charges for nationwide service and the
use of paging equipment and activation fees. These revenues are recognized as
these services are rendered.
SALES OF EQUIPMENT
These revenues consist of sales and rental fee charges to customers for
communication equipment, including private branch exchanges, key telephone
systems, residential telephones, cellular handsets and paging units. These
revenues are recognized upon sale to the customer.
INSTALLATION AND ACTIVATION FEES
Revenues from installations consist of amounts charged by the Company to its
clients for the installation of local access lines, private interchange, central
telephone systems, as well as charges for the activation of cellular phones and
PCS. Effective January 1, 2000, the Company adopted Staff Accounting Bulletin
(SAB 101), issued by the Securities and Exchange Commission (SEC), which
establishes certain criteria regarding revenue from installation and activation.
As a consequence of this adoption, these revenues are recognized over the
estimated average service life based on the Company's experience (35 months). In
previous years, these revenues were recognized when they were generated. Direct
incremental cost incurred to provide installations and activations are accounted
for as they are incurred.
OTHER
Other revenues represent revenues that are not generated from the Company's core
business activities, including commissions and revenues from the sale of
miscellaneous products. These revenues are recognized when earned.
2.11 CAPITALIZATION OF INTEREST
Interest is capitalized on qualified projects and included as part of project
costs during the period necessary for installation.
During the years ended December 31, 1998, 1999 and 2000, interest capitalized as
part of construction projects amounted to approximately $10,200,000, $11,900,000
and $11,300,000, respectively.
2.12 FAIR VALUE OF FINANCIAL INSTRUMENTS
The fair value of the Company's financial instruments classified as current
assets or current liabilities approximates their book value due to the relative
short maturities of these financial instruments. See note 14 for the estimated
fair values of the Company's long - term debt.
F-14
<Page>
2.13 EXPENSE IN LIEU OF INCOME TAX
The parent company TRICOM, S.A. pays a tax, which is based on a percentage of
the Company's domestic gross revenues (less deductions for access to the local
network) plus a percentage of the Company's net international settlement
revenues. An accrual is made for any difference between the dates when these
items are reported to the tax authorities and when they are reported in the
accompanying consolidated statements of operations.
2.14 INCOME TAXES
In the case of the subsidiary, TRICOM USA, income taxes are accounted for under
the asset and liability method. Deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and
their respective tax bases and operating loss and tax credit carry-forwards.
Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.
2.15 EARNINGS PER COMMON SHARE
Basic earnings per share have been computed based on the average number of
common shares outstanding. Diluted earnings per share reflects the increase in
average common shares outstanding that would result from the assumed exercise of
outstanding stock options, calculated using the treasury stock method.
2.16 PENSION PLAN
Prior to September 1, 2000, the Company had a contributory defined benefit
pension and retirement plan that included all personnel. The cost of the plan
had been determined based on actuarial studies and includes amortization of past
service costs over the estimated average life of its employees. From September
1, 2000 a pension management company has managed the Company's plan, which was
converted to a defined contribution plan. Under this arrangement, both the
Company and the employee make fixed contributions to the employees account. The
contributions made by the Company are recognized as expense monthly.
2.17 IMPAIRMENT OF LONG-LIVED ASSETS AND LONG-LIVED ASSETS TO BE DISPOSED OF
The Company accounts for long-lived assets in accordance with the provisions of
SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of." This Statement requires that long-lived
assets and certain identifiable intangibles be reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable.
Recoverability of assets to be held and used is measured by a comparison of the
carrying amount of an asset to undiscounted future net cash flows before
interest projected to be generated by the asset. If the carrying value of the
assets exceeds these cash flows, such assets are considered to be impaired and
the impairment to be recognized is the amount by which the carrying amount of
the assets exceeds the fair value of the assets. Fair value will be measured as
appropriate depending on the intended use of the asset, which may be based upon
the projected cash flows, discounted using a market rate of return. Assets to be
disposed of are reported at the lower of the carrying amount or fair value fewer
costs to sell.
2.18 ADVERTISING COSTS
F-15
<Page>
Advertising costs are expensed as incurred. For the years ended December 31,
1998, 1999 and 2000 these costs amounted to $4,461,123, $5,431,834 and
$4,204,391, respectively, and are included as part of general and
administrative expenses in the accompanying consolidated statements of
operations.
2.19 STOCK OPTION PLAN
The Company applies the intrinsic value-based method of accounting prescribed
by Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock
Issued to Employees," and related interpretations, including FASB
Interpretation No. 44, "Accounting for Certain Transactions involving Stock
Compensation an interpretation of APB Opinion No. 25" issued in March 2000,
in accounting for its fixed plan stock options. As such, compensation expense
is recorded on the date of grant only if the market price of the underlying
stock exceeded the exercise price. SFAS No. 123, "Accounting for Stock-Based
Compensation," established accounting and disclosure requirements using a
fair value-based method of accounting for stock-based employee compensation
plans. As allowed by SFAS No. 123, the Company has elected to continue to
apply the intrinsic value-based method of accounting described above, and has
adopted the disclosure requirements of SFAS No. 123.
3 LIQUIDITY
As of December 31, 2000, the Company's current liabilities exceed its current
assets by $125.3 million. This reflects the Company's short-term borrowings
in the Dominican Republic with related companies, and mostly with local
banks. Dominican banks lend on a short-term basis, in order to renegotiate
interest rates should market conditions change, without necessarily demanding
the repayment of credit facilities. Additionally, the Company is involved in
negotiations to obtain medium term financing to refinance its short-term
debt. It is the Company's belief that the existence of a negative working
capital will not affect the continuity of its business due to the nature of
its operations.
4 PROPERTY AND EQUIPMENT
A detail of property and equipment at December 31, 1999 and 2000 is as
follows:
<Table>
<Caption>
1999 2000
-------- ---------
Operations and communications:
Land $ 5,288,164 7,118,634
Buildings and improvements 12,730,864 15,861,346
Furniture and equipment 6,868,212 10,324,397
Communications equipment 125,790,885 184,484,503
Transmission equipment 172,738,824 283,120,786
Other equipment 1,668,162 4,098,949
---------------- -------------
325,085,111 505,008,615
Less accumulated depreciation 41,774,980 70,891,750
---------------- -------------
Sub-total, operations and communications 283,310,131 434,116,865
Property and equipment:
Buildings 6,372,566 9,037,820
Furniture and office equipment 13,965,777 20,133,420
Transpiration equipment 4,435,443 4,636,530
Leasehold improvements 3,879,221 4,807,139
Data processing equipment 23,037,601 33,590,043
---------------- -------------
51,690,608 72,204,952
Less accumulated depreciation 14,289,015 21,157,407
---------------- -------------
Sub-total, property and equipment 37,401,593 51,047,545
---------------- -------------
Communication equipment pending installation 31,141,978 16,872,746
Equipment in transit (a) 2,506,092 5,789,586
Construction in process (b) 100,685,397 78,397,158
---------------- -------------
Property and equipment, net $ 455,045,191 586,223,900
================ =============
</Table>
F-16
<Page>
(a) Equipment in transit represents accumulated costs of equipment
imported by TRICOM, for which additional import related costs
are still to be incurred. At December 31, 1999 and 2000, this
amount includes mainly transmission equipment and accessories.
(b) A detail of construction in process at December 31, 1999 and
2000 is as follows:
<Table>
<Caption>
1999 2000
---------------- -------------
Operation and communications:
Buildings $ 3,816,556 3,104,105
Transmission equipment (i) 87,642,687 48,302,135
Cells 8,502,529 17,075,909
Submarine cable 723,625 -
Property and equipment:
Other - 9,915,009
---------------- -------------
$ 100,685,397 78,397,158
================ =============
</Table>
(i) At December 31, 1999 and 2000, construction in process of
transmission equipment relates to the development of a wireless
local loop (WLL) network in the Dominican Republic, as well as
cellular and PCS cells, fiber optic and other network
improvements.
5 ACCOUNTS RECEIVABLE
Changes in the allowance for doubtful accounts were as follows:
<Table>
<Caption>
1998 1999 2000
------------- ----------- -----------
Allowance at beginning of year $ 668,827 740,687 4,307,563
Increase for the year, net 1,665,349 5,420,717 3,499,893
Write-off during the year (1,593,489) (1,853,841) (5,412,553)
------------- ----------- -----------
Allowance at end of year $ 740,687 4,307,563 2,394,903
============= =========== ===========
</Table>
A detail of account receivable - others at December 1999 and 2000 is as follows:
<Table>
<Caption>
1999 2000
------------- ---------
Interest receivable $ 235,016 1,248,804
Miscellaneous 389,830 352,315
------------- ---------
Allowance at end of year $ 624,846 1,601,119
============= ===========
</Table>
6 TRANSACTIONS WITH RELATED PARTIES
During the years ended December 31, 1998, 1999 and 2000, the Company made
payments to several related parties for leased premises and equipment, public
relations, systems and procedures, legal services and personnel management.
F-17
<Page>
The majority of these charges are for services received by the Company from
Grupo Financiero Nacional, S.A., ("Grupo Financiero") a subsidiary of GFN. Grupo
Financiero allocates administrative charges based on the time invested by its
employees providing administrative support services to each of its subsidiaries.
A detail of balances with related companies at December 31, 1999 and 2000 is as
follows:
<Table>
<Caption>
1999 2000
----------- ----------
Assets:
Cash in banks $ 4,194,306 3,677,466
Deposits (a) 7,251,319 13,054,686
Account receivable (b) 40,412 1,663,396
Current portion and long-term accounts
receivable 53,820 -
Prepaid expenses - insurance 3,548,458 4,472,055
Other assets - deposits 86,580 86,580
Liabilities:
Borrowed funds (c) 17,895,946 31,410,612
Accounts payable - letters of credit (d) 985,187 -
Accounts payable (e) 10,035,066 2,093,385
Capital leases 25,882,708 20,829,276
</Table>
(a) As of December 31, 1999 and 2000, includes $2,185,005 in a non-interest
bearing time deposit and $5,066,314 and $10,198,900, respectively, in
interest bearing deposits, which earn interest at rates between 9% and
11%. Additionally, as of December 31, 2000, includes RD$11,195,335
($670,781) in certificates of deposit, which earn interest rates of 20%
per annum.
(b) The Company contracts services from a related party dedicated to
managing the collection of past due accounts. This related party also
provides these services to other related companies. During the year
ended December 31, 2000, the Company recognized collection recoveries
from customer accounts previously written off for $3,087,728. This
amount is presented, net of increase in the allowance for doubtful
accounts in general and administrative expenses in the accompanying
consolidated statements of operations. At December 31, 2000, the
Company had amounts receivable from the related party of $1,566,447,
which was collected in January 2001.
(c) Correspond to financing of letters of credit and open accounts at
interest rates of 10% to 11% in 1999 and 10% to 11.50% in 2000.
At December 31, 2000, the Company has unsecured, short term lines of
credit available for approximately $13,100,000.
(d) These letters of credit accrue annual interest at rates ranging from
10% to 11.5%, payable at maturity.
(e) At of December 31, 1999 this account includes $7,775,892 representing a
7.94% financing facility from Motorola for the acquisition of
transmission and communications equipment.
A detail of transactions with related parties during the years ended December
31, 1998, 1999 and 2000 is as follows:
<Table>
<Caption>
1998 1999 2000
----------- ---------- ----------
Operating revenues - communications
services revenue $ 828,316 1,970,646 1,948,321
General and administrating expenses:
F-18
<Page>
Insurance premiums 1,520,171 2,000,473 4,071,713
Leased premises and equipment 44,610 108,578 157,600
Security services 111,460 77,382 227,001
Pension plan contributions 433,998 586,921 738,058
Advertising services 134,830 74,104 250,232
Professional services 494,125 167,470 234,348
Other income (expenses):
Interest incurred on loans (880,281) (710,537) (5,713,690)
Interest earned 270,352 265,423 1,805,780
Gain on sale of land (a) - 897,833 -
Other (b) - - 806,180
Bank charges (45,916) (135,640) (151,600)
Equipment purchased (Motorola) 2,258,028 23,097,157 20,279,706
</Table>
(a) During 1999, the Company bought from an unaffiliated third party a
parcel of land that was subsequently sold to a related party. The sale
price was $2,724,458 (RD$44,000,000) and the acquisition cost was
$1,826,625 (RD$29,500,000). This transaction generated a gain on sale
of land of $897,833, which is presented as gain on sale of land in
other income (expenses) in the consolidated statements of operations.
(b) During the month of July 2000 the Company sold all operational assets
related to the operations of the Internet business portal to a related
company in the Dominican Republic for $2,315,412 in cash. The gain on
the sale of this asset was $806,180, and is included as part of other,
net in other income (expenses) in the accompanying consolidated
statements of operations.
7 INVESTMENTS
At December 31, 1999 and 2000, investments consist of mortgage participation
contracts, which have been purchased from savings and loan associations in
the Dominican Republic. These contracts earn interest at rates between 9% and
12% per annum. These investments are maintained as compensating balances for
mortgage loans made by these saving and loan associations to certain officers
and employees of the Company.
8 OTHER ASSETS
Other assets at December 31, 1999 and 2000 consisted of the following:
<Table>
<Caption>
1999 2000
----------- ----------
Deferred debt issue costs, net (a) $ 8,864,074 7,303,063
Deposits with international carriers (b) 202,850 214,340
Deposits 668,432 1,976,585
Radio frequency rights (c) 4,561,667 10,766,390
Other (d) 2,527,245 4,050,186
----------- ----------
$16,824,268 24,310,564
----------- ----------
----------- ----------
</Table>
(a) Represent commissions paid to brokers and other expenses incurred at
the time of, and directly related to, the issuance of the Senior Notes
and bank debt. As of December 31, 1999 and 2000 accumulated
amortization amounted to $3,365,089 and $5,323,699, respectively.
(b) At December 31, 1999 and 2000 deposits with international carriers
represent security deposits made by TRICOM for the installation of
international circuits. These deposits will be recovered at the
termination of the agreements. These agreements mature each year and
are automatically renewed unless otherwise terminated by the parties.
F-19
<Page>
(c) Represent payments made for frequency usage rights to expand the
cellular and PCS capacity of the Company in the Dominican Republic,
as well as payments made for the acquisition of frequencies in
El Salvador and Guatemala for approximately $6,500,000. This amount
was paid during 2000 as part of the expansion plans to Central America
and the Caribbean. These amounts are being amortized over the life of
the licenses, which range from 15 to 20 years. As of December 31, 1999
and 2000, accumulated amortization amounted to $198,333 and $518,519,
respectively.
(d) At December 31, 1999 and 2000 includes deferred commissions related to
prepaid calling cards of $2,276,012 and $3,591,760, respectively.
9 BORROWED FUNDS - BANKS
Funds borrowed by the Company consist of:
<Table>
<Caption>
1999 2000
----------- ----------
Funds denominated in U.S. dollars (a) $56,000,776 78,656,730
Funds denominated in R.D. pesos (b) 7,601,246 3,475,135
----------- ----------
$63,602,022 82,131,865
=========== ==========
</Table>
(a) At December 31, 1999 and 2000, these amounts are due to local and
international banks and accrue interest at rates ranging from 9.5%
to 12% per annum in 1999 and 9.8% to 12% in 2000.
(b) At December 31, 1999, these loans were RD$122,000,000 with maturities
ranging from 60 to 90 days, bearing interest at rates ranging from 21%
to 30% per annum. At December 31, 2000 these loans were RD$58,000,000
bearing interest at 26% per annum.
At December 31, 2000 the Company has undrawn lines of credit available with
local and international banks of approximately $32,900,000.
10 CAPITAL LEASES
Since December 1999, the Company has entered into various capital lease
contracts with a related party. These contracts mature at various dates during
the next four years. Assets recorded under these leases consist of:
<Table>
<Caption>
1999 2000
----------- ----------
Communications equipment $17,248,429 42,488,488
Communications equipment pending
installation 7,548,214 -
Transportation 1,176,001 1,176,001
Machinery and equipment 271,356 271,356
----------- ----------
26,244,000 43,935,845
Less accumulated depreciation - 2,350,834
----------- ----------
$26,244,000 41,585,011
=========== ==========
</Table>
A schedule of the future lease payments under these capital leases is as
follows:
<Table>
Year ending December 31,
2001 $ 8,523,816
2002 8,523,816
2003 7,939,101
2004 3,783,337
-----------
Total lease payments 28,770,070
F-20
<Page>
Less related taxes 3114,639
-----------
Minimum lease payments 25,655,431
Less amount representing interest
(12% to 12.875%) 4,826,156
-----------
Present value of net minimum capital
lease payments 20,829,275
Less current maturities of capital
lease obligations 5,308,310
-----------
Capital lease obligations $15,520,965
===========
</Table>
11 TRANSACTIONS WITH CARRIERS
Accounts receivable from carriers arise from the interconnection services of
inbound calls, while accounts payable result from interconnection services of
outbound calls. These charges are based on minutes billed. Amounts paid to
carriers constitute one of the main operating costs of the Company.
Net amounts receivable and payable for these activities at December 31, 1999 and
2000 were as follow:
<Table>
<Caption>
1999 2000
--------------------------- --------------------------
RECEIVABLE PAYABLE RECEIVABLE PAYABLE
----------- --------- ---------- ----------
Inbound $12,406,384 - 13,699,020 -
Outbound (5,939,368) 1,785,132 (4,969,134) 12,323,898
Payable accounts interconnection
operations - CODETEL - 1,202,247 - 1,511,378
----------- --------- ---------- ----------
$ 6,467,016 2,987,379 8,729,886 13,835,276
=========== ========= ========== ==========
</Table>
12 OTHER LIABILITIES
Other liabilities at December 31, 1999 and 2000 consisted of the following:
<Table>
<Caption>
1999 2000
---------- ----------
Customer advances $1,203,764 1,256,345
Deferred revenues:
Calling cards 2,130,985 3,622,686
Installations and activations - 14,654,886
OOther 454,958 456,573
---------- ----------
$3,789,707 19,990,490
========== ==========
</Table>
Effective January 1 2000, the Company adopted the Staff Accounting Bulletin (SAB
101) "Revenue Recognition" issued by the Securities and Exchange Commission
(SEC). The adoption of SAB 101 resulted in a change in the revenue recognition
policy regarding installation and activation revenues. Such change required the
Company to recognize net revenues from installation and activation over the
average service life based on the experience of the Company (35 months). This
change in the revenue recognition method required the Company to recognize a
cumulative effect of accounting change in net revenues from installations and
activations for $16,452,799, which is presented as a separate item in the
accompanying consolidated statements of operations. The adoption of this
bulletin did not affect the cash flows of the Company.
F-21
<Page>
13 ACCRUED EXPENSES
A summary of accrued expenses at December 31, 1999 and 2000 is as follows:
<Table>
<Caption>
1999 2000
----------- ----------
Expenses in lieu of income tax payable $ 3,085,766 627,543
Interest payable 8,783,221 9,854,165
Other 3,424,923 3,553,474
----------- ----------
$15,293,910 14,035,182
=========== ==========
</Table>
14 LONG-TERM DEBT
Long-term debt is summarized as follows:
<Table>
<Caption>
1999 2000
------------ -----------
Senior notes (a) $200,000,000 200,000,000
Bank loans:
Four loans with Dominican banks for a total amount of RD$65,600,000 in 1999 and
six loans for a total amount of RD$103,586,975 in 2000; with interest ranging
from 20% to 24% per annum in 1999 and 24% to 26% per annum in 2000. These loans
are due in monthly installments of RD$2,812,682 (approximately US$168,525)
including principal and interest, starting January, 2000 through December, 2007;
five of these loans are secured by communications equipment
with a carrying value of $7,283,201, the remainder is unsecured. 4,087,227 6,206,529
Loan from Export-Import Bank through International Bank of Miami for equipment
purchases for a total approved amount of $36,002,530, which includes $2,267,026
of interest paid in advance, which amount is allocated proportionately to
individual amounts drawn. Interest is payable semi-annually at a rate of 30-day
LIBOR plus 2.25% (annually) until May 15, 2001. The principal amount is payable
in 10 semi-annual installments of approximately $2,023,017 each, from June 15,
2002 to December 15, 2006. The latest date to draw against the loan is May 15,
2001. After such date, this loan will bear interest at a rate equal to that of 3
year US Treasuries plus 2%. This loan is guaranteed by TRICOM USA. - 20,230,169
Loan with Banco Popular de Puerto Rico for a total amount of $15,000,000, with
monthly interest payments at LIBOR plus 4%. The principal amount will be paid in
3 installments of $3,000,000 in June 2003, $4,000,000 in December 2003 and
$8,000,000 in June 2004. This loan is guaranteed by TRICOM USA. - 15,000,000
Loan with General Electric Capital Corporation of Puerto Rico for $8,000,000.
This loan bears interest at 30 day LIBOR plus 2.75%. The principal amount is
payable in 36 monthly installments of $222,222 starting in January 2001. This
loan is collateralized by transmission and communication equipment at a cost
of $15,864,000. - 8,000,000
10% unsecured line of credit with Citibank, N. A. for $10,000,000. 10,000,000 -
$15,000,000 revolving line of credit with Hamilton Bank, N. A. due in 2002.
This loan bears interest at Citibank, N. A. prime rate (9% at December 31,
1999 and 10% at December 31, 2000) plus 0.05%. This line of credit is
guaranteed by TRICOM, S.A. an affiliate Banco Nacional de Credito, S.A. 15,000,000 15,000,000
------------ -----------
Total bank loans 29,087,227 64,436,698
------------ -----------
Total long-term debt 229,087,227 264,436,698
Less current portion of long-term debt 315,216 3,213,939
------------ -----------
Long-term debt excluding current portion $228,772,011 261,222,759
------------ -----------
------------ -----------
</Table>
F-22
<Page>
The aggregate principal amounts due on these long-term debt obligations are as
follow:
<Table>
Year ending December 31,
2001 $ 3,213,939
2002 22,410,643
2003 14,602,812
2004 213,181,348
2005 5,418,810
2006 and thereafter 5,609,146
</Table>
(a) Senior Notes
On August 15, 1997, the Company issued $200,000,000 aggregate principal amount
of 11 3/8% Senior Notes due in 2004 (the "Senior Notes"). Interest on the Senior
Notes is payable in semi-annual installments on March 1st and September 1st of
each year.
The Senior Notes may be redeemed at any time at the option of the Company, in
whole or in part, after September 1, 2001, at a premium declining to par after
September 1, 2003, plus accrued and unpaid interest, and additional amounts, if
any, through the redemption date. The Senior Notes are senior unsecured
obligations of the Company ranking pari passu in right of payment with all other
existing and future senior debt, and will rank senior to any future subordinated
indebtedness.
The indenture for the Senior Notes contains certain covenants that, among other
things, limit the ability of the Company and its Restricted Subsidiaries, as
defined in the indenture, to incur additional indebtedness and issue preferred
stock, pay dividends or make other distributions, repurchase equity interests or
subordinated indebtedness, engage in sale and leaseback transactions, create
certain liens, enter into certain transactions with affiliates, sell assets of
the Company or its Restricted Subsidiaries, engage in any business other than
the telecommunications business, issue or sell equity interests of the Company's
Restricted Subsidiaries or enter into certain mergers and consolidations.
The fair value of this long term debt at December 31, 2000 is estimated in the
amount of $186,000,000 determined through a combination of management estimates
and information obtained from independent third parties, using market data
available on the last business day of the year.
The Senior Notes are guaranteed fully, unconditionally and jointly and severally
by some of the Company's subsidiaries, each of which is wholly owned by the
Company. Separate financial statements of each of the guarantor subsidiaries
have not been presented herein because management has determined that such
separate financial statements would not be material to the holders of the Senior
Notes.
Summarized condensed consolidated financial information of TRICOM, S.A. (Parent
Company), the subsidiaries guarantors on a combined basis ( Comunicaciones,
Tricom Latinoamerica, S.A. (previously Bay Tel), Call Tel and TRICOM USA and
Subsidiaries) and the subsidiaries not guarantors on a combined basis at
December 31, 1999 and 2000 and for the years ended December 31, 1998, 1999 and
2000 is as follows (see note 1):
BALANCE SHEET DATA AS OF DECEMBER 31, 1999:
<Table>
<Caption>
OTHERS CONSOLIDATION AND
F-23
<Page>
TRICOM, S.A. SUBSIDIARIES SUBSIDIARIES ELIMINATION TOTAL
PARENT CO. GUARANTORS NO GUARANTORS ADJUSTMENTS CONSOLIDATED
------------ ------------ ------------- ----------- ------------
Assets
Current assets:
Cash and cash equivalents $ 12,844,764 614,802 - - 13,459,566
Accounts receivable, net 29,561,365 17,050,832 (20,483,464) 26,128,733
Other current liabilities 16,132,885 1,154,627 - - 17,287,512
------------ ------------ ------------- ----------- ------------
Total current assets 58,539,014 18,820,261 (20,483,464) 56,875,811
Property and equipment, net 446,964,891 8,080,300 - - 455,045,191
Other non-current assets 23,548,421 1,243,774 - (5,234,736) 19,557,459
------------ ------------ ------------- ----------- ------------
$529,052,326 28,144,335 - (25,718,200) 531,478,461
------------ ------------ ------------- ----------- ------------
------------ ------------ ------------- ----------- ------------
Liabilities and Stockholders'
Equity
Current liabilities:
Notes payable $ 81,813,184 - - - 81,813,184
Current portion of capital
leasing 14,242,056 - - - 14,242,056
Accounts payable 41,691,399 4,187,606 - (20,483,464) 25,395,541
Other current liabilities 16,047,376 3,036,241 - - 19,083,617
------------ ------------ ------------- ----------- ------------
Total current
liabilities 153,794,015 7,223,847 - (20,483,464) 140,534,398
Other non-current liabilities 225,389,484 15,685,752 - - 241,075,236
------------ ------------ ------------- ----------- ------------
Total liabilities 379,183,499 22,909,599 - (20,483,464) 381,609,634
Stockholders' equity: 149,868,827 5,234,736 - (5,234,736) 149,868,827
------------ ------------ ------------- ----------- ------------
$529,052,326 28,144,335 - (25,718,200) 531,478,461
------------ ------------ ------------- ----------- ------------
------------ ------------ ------------- ----------- ------------
</Table>
BALANCE SHEET DATA AT DECEMBER 31, 2000:
<Table>
<Caption>
OTHERS CONSOLIDATION AND
TRICOM, S.A. SUBSIDIARIES SUBSIDIARIES ELIMINATION TOTAL
PARENT CO. GUARANTORS NO GUARANTORS ADJUSTMENTS CONSOLIDATED
------------ ------------ -------------- ------------------ ------------
ASSETS
Current assets:
Cash and cash equivalents $ 17,241,951 919,185 38,416 - 18,199,552
Accounts receivable, net 42,620,337 13,590,450 25,870,144 (49,954,179) 32,126,752
Other current assets 17,049,765 1,239,867 - - 18,289,632
------------ ------------ ------------- ------------------ ------------
Total current assets 76,912,053 15,749,502 25,908,560 (49,954,179) 68,615,936
Property and equipment, net 557,465,684 26,726,431 2,031,785 - 586,223,900
Other non-current assets 58,932,766 2,765,051 6,442,682 (40,540,476) 27,600,023
F-24
<Page>
------------ ------------ ------------- ------------------ ------------
$693,310,503 45,240,984 34,383,027 (90,494,655) 682,439,859
------------ ------------ ------------- ------------------ ------------
------------ ------------ ------------- ------------------ ------------
LIABILITIES AND STOCKHOLDERS'
EQUITY
Current liabilities:
Notes payable $116,756,416 - - - 116,756,416
Current portion of capital
leasing 5,308,310 - - - 5,308,310
Accounts payable 68,895,750 18,692,598 190,801 (49,954,179) 37,824,970
Other current liabilities 29,800,403 4,225,269 - 34,025,672
------------ ------------ ------------- ------------------ ------------
Total current
liabilities 220,760,879 22,917,867 190,801 (49,954,179) 193,915,368
Other non-current liabilities 261,753,451 15,974,867 - - 277,728,318
------------ ------------ ------------- ------------------ ------------
Total liabilities 482,514,330 38,892,734 190,801 (49,954,179) 471,643,686
Stockholders' equity 210,796,173 6,348,250 34,192,226 (40,540,476) 210,796,173
------------ ------------ ------------- ------------------ ------------
$693,310,503 45,240,984 34,383,027 (90,494,655) 682,439,859
------------ ------------ ------------- ------------------ ------------
------------ ------------ ------------- ------------------ ------------
</Table>
STATEMENTS OF OPERATIONS DATA FOR THE YEAR ENDED DECEMBER 31, 1998
<Table>
<Caption>
OTHERS CONSOLIDATION AND
TRICOM, S.A. SUBSIDIARIES SUBSIDIARIES ELIMINATION TOTAL
PARENT CO. GUARANTORS NO GUARANTORS ADJUSTMENTS CONSOLIDATED
------------- ------------ ------------- ----------------- ------------
Operating revenues $116,270,423 27,919,654 - (18,688,685) 125,501,392
Operating costs (85,850,736) (28,861,720) - 18,688,685 (96,023,771)
------------- ------------ ------------- ----------------- ------------
Operating income 30,419,687 (942,066) - - 29,477,621
Other income (expenses), net (12,514,098) 21,685 - 568,690 (11,923,723)
------------- ------------ ------------- ----------------- ------------
Earnings before income taxes 17,905,589 (920,381) - 568,690 17,553,898
Income taxes - 351,691 - - 351,691
------------- ------------ ------------- ----------------- ------------
Net earning (loss) $ 17,905,589 (568,690) - 568,690 17,905,589
------------- ------------ ------------- ----------------- ------------
------------- ------------ ------------- ----------------- ------------
</Table>
STATEMENTS OF OPERATIONS DATA FOR THE YEAR ENDED DECEMBER 31, 1999:
<Table>
<Caption>
OTHERS CONSOLIDATION AND
TRICOM, S.A. SUBSIDIARIES SUBSIDIARIES ELIMINATION TOTAL
PARENT CO. GUARANTORS NO GUARANTORS ADJUSTMENTS CONSOLIDATED
-------------- ------------ ------------- ----------------- ------------
Operating revenues $ 155,895,506 36,179,982 - (21,256,547) 170,818,941
Operating costs (115,133,014) (35,480,394) - 21,256,547 (129,356,861)
-------------- ------------ ------------- ----------------- ------------
Operating income 40,762,492 699,588 - - 41,462,080
Other expenses, net (18,608,256) (868,817) - 310,889 (19,166,184)
-------------- ------------ ------------- ----------------- ------------
Earnings before income taxes and
Cumulative effect of accounting
Change 22,154,236 (169,229) - 310,889 22,295,896
Income taxes - (141,660) - - (141,660)
-------------- ------------ ------------- ----------------- ------------
Earnings(loss) before cumulative effect
F-25
<Page>
of accounting change 22,154,236 (310,889) - 310,889 22,154,236
Cumulative effect of accounting change in
Organizations costs (119,711) - - - (119,711)
-------------- ------------ ------------- ----------------- ------------
Net earning (loss) $ 22,034,525 (310,889) - 310,889 22,034,525
-------------- ------------ ------------- ----------------- ------------
-------------- ------------ ------------- ----------------- ------------
</Table>
STATEMENTS OF OPERATIONS DATA FOR THE YEAR ENDED DECEMBER 31, 2000:
<Table>
<Caption>
TRICOM, OTHER CONSOLIDATION AND
S.A. SUBSIDIARIES SUBSIDIARIES ELIMINATION TOTAL
PARENT CO. GUARANTORS NO GUARANTORS ADJUSTMENTS CONSOLIDATED
-------------- ------------ ------------- ----------------- ------------
Operating revenues $ 188,897,636 65,697,691 - (30,297,672) 224,297,655
Operating costs (150,954,070) (62,537,158) (82,214) 30,297,672 (183,275,770)
-------------- ------------ ------------- ----------------- ------------
Operating income 37,943,566 3,160,533 (82,214) - 41,021,885
Other expenses, net (28,716,402) (1,458,642) 185,241 (1,216,541) (31,206,344)
-------------- ------------ ------------- ----------------- ------------
Earnings before income taxes
and cumulative effect of accounting
Change 9,227,164 1,701,891 103,027 (1,216,541) 9,815,541
Income taxes - (588,377) - - (588,377)
-------------- ------------ ------------- ----------------- ------------
Earnings before cumulative
effect of accounting change 9,227,164 1,113,514 103,027 (1,216,541) 9,227,164
Cumulative effect of change in
accounting for installations
and activation revenues (16,452,799) - - - (16,452,799)
-------------- ------------ ------------- ----------------- ------------
Net earning (loss) $ (7,225,635) 1,113,514 103,027 (1,216,541) (7,225,635)
-------------- ------------ ------------- ----------------- ------------
-------------- ------------ ------------- ----------------- ------------
</Table>
CASH FLOW DATA FOR THE YEAR ENDED DECEMBER 31, 1998:
<Table>
<Caption>
OTHERS CONSOLIDATION AND
TRICOM, S.A. SUBSIDIARIES SUBSIDIARIES ELIMINATION TOTAL
PARENT CO. GUARANTORS NO GUARANTORS ADJUSTMENTS CONSOLIDATED
-------------- ------------ ------------- ----------------- ------------
Net cash provided by operating activities
$ 26,828,900 83,061 - - 26,911,961
Net cash used in investing activities (120,928,618) (3,241,348) - 2,999,000 (121,170,966)
Net cash provided by financing activities 104,065,263 2,999,000 - (2,999,000) 104,065,263
Effect in exchange rate changes on cash (161,441) 88 - - (161,353)
-------------- ------------ ------------- ----------------- ------------
Net increase (decrease) in cash and cash equivalents 9,804,104 (159,199) - - 9,644,905
Cash and cash equivalents at beginning of the year 5,310,138 422,367 - - 5,732,505
-------------- ------------ ------------- ----------------- ------------
Cash and cash equivalents at the end of the year $ 15,114,242 263,168 - - 15,377,410
-------------- ------------ ------------- ----------------- ------------
-------------- ------------ ------------- ----------------- ------------
</Table>
CASH FLOW DATA FOR THE YEAR ENDED DECEMBER 31, 1999:
<Table>
<Caption>
OTHERS CONSOLIDATION AND
TRICOM, S.A. SUBSIDIARIES SUBSIDIARIES ELIMINATION TOTAL
PARENT CO. GUARANTORS NO GUARANTORS ADJUSTMENTS CONSOLIDATED
------------ ------------ ------------- ----------------- ------------
F-26
<Page>
Net cash provided by (used in) operating activities $ 38,455,777 (6,929,619) - - 31,526,158
Net cash used in investing activities (62,214,283) (2,145,814) - - (64,360,097)
Net cash provided by financing activities 21,539,440 9,427,032 - - 30,966,472
Effect in exchange rate changes on cash (50,412) 35 - - (50,377)
------------ ------------ ------------- ----------------- ------------
Net increase (decrease) in cash and cash equivalents (2,269,478) 351,634 - - (1,917,844)
Cash and cash equivalents at beginning of the year 15,114,242 263,168 - - 15,377,410
------------ ------------ ------------- ----------------- ------------
Cash and cash equivalents at the end of the year $ 12,844,764 614,802 - - 13,459,566
------------ ------------ ------------- ----------------- ------------
------------ ------------ ------------- ----------------- ------------
</Table>
CASH FLOW DATA FOR THE YEAR ENDED DECEMBER 31, 2000:
<Table>
<Caption>
OTHERS CONSOLIDATION AND
TRICOM, S.A. SUBSIDIARIES SUBSIDIARIES ELIMINATION TOTAL
PARENT CO. GUARANTORS NO GUARANTORS ADJUSTMENTS CONSOLIDATED
------------- ------------ ------------- ----------------- ------------
Net cash provided by (used in) operating activities $ 54,506,114 20,042,719 (32,209,799) - 42,339,034
Net cash used in investing activities (161,904,855) (19,738,336) (2,031,785) 34,280,000 (149,394,976)
Net cash provided by financing activities 111,795,928 - 34,280,000 (34,280,000) 111,795,928
------------- ------------ ------------- ----------------- ------------
Net increase in cash and cash equivalents 4,397,187 304,383 38,416 - 4,739,986
Cash and cash equivalents at beginning of the year 12,844,764 614,802 - - 13,459,566
------------- ------------ ------------- ----------------- ------------
Cash and cash equivalents at the end of the year $ 17,241,951 919,185 38,416 - 18,199,552
------------- ------------ ------------- ----------------- ------------
------------- ------------ ------------- ----------------- ------------
</Table>
F-27
<Page>
15 STOCKHOLDERS' EQUITY
The authorized capital stock of the Company consists of 55,000,000 shares of
Class A common stock and 25,000,000 shares of Class B common stock.
All of the Company's outstanding shares are duly authorized, validly issued and
fully paid. Both classes of capital stock vote together as a single class,
except on any matter that would adversely affect the rights of either class. The
Class A common stock has one vote per share and the Class B has ten votes per
share. The economic rights of each class of capital stock are identical.
In the second quarter of 1998, the Company sold 5,700,000 Class A common shares
in a public offering for US$74.1 million, net of issuance costs of $6,346,545.
The proceeds of this issuance were used to expand the Company's local service,
cellular and PCS networks and its international switching and circuit capacity.
As well as paying short-term debt primarily incurred to fund equipment
purchases.
All share and per share data set forth in the financial statements reflect the
reclassification of the Company's shares of common stock that were outstanding
prior to TRICOM's initial 1998 public offering of American Depository Shares
into shares of Class B stock and give effect to an approximate 3.3132-for-one
stock split at that time.
During the second quarter of 2000, the Company sold 4,000,000 Class A common
shares in a public offering for US$74.0 million, net of issuance costs of
$6,852,774. The proceeds of this issuance were used for capital expenditures
associated with increasing the capacity and coverage of local access, mobile and
data networks and to expand international facilities to support increased
traffic volume and to fund working capital.
16 EXPENSE IN LIEU OF INCOME TAXES
In accordance with the terms of the Concession Agreement signed with the
Dominican Government, as revised on February 20, 1996 TRICOM, S.A. had an
exemption from income tax but had to pay a fixed tax equal to 10% of gross
domestic revenues, after deducting charges for access to the local network, plus
10% of net international settlement revenues. This tax will never be less than
RD$18,000,000 ($1,078,500) annually.
In addition, since July 1998, expense in lieu of income taxes also includes a
tax of 2% on international settlement revenues collected. For December 31, 1998,
1999 and 2000, the cost of this additional tax was $315,801, $566,549 and
$364,434, respectively, which is included as part of expense in lieu of income
taxes in the accompanying consolidated statements of operations.
During the year ended December 31, 2000 the Company paid RD$7,500,000 ($449,371)
as an advance deposit against the fixed tax 10%. As of December 31, 2000, there
is RD$6,120,000 (equivalent to $366,687) included in prepaid expenses in the
accompanying consolidated balance sheets.
At December 31, 1999 the Company paid as an advance of RD$30,000,000
($1,869,159), which is included in prepaid expenses in the accompanying
consolidated balance sheet. This prepayment was used to offset taxes for the
year 2000.
F-28
<Page>
17 INCOME TAX
The Company is subject to income taxes in the United States. The components of
income taxes follow:
<Table>
<Caption>
1998 1999 2000
---- ---- ----
Current tax provision $ - (108,000) (96,487)
Deferred tax 351,691 (33,660) (491,890)
---------------- --------- ---------
$ 351,691 (141,660) (588,377)
================ ========= =========
The provision for current income taxes is
composed of the following:
Federal - Alternative minimum tax $ - (71,701) (96,487)
State income tax, net of federal benefit - (36,299) -
---------------- --------- ---------
$ - (108,000) (96,487)
================ ========= =========
</Table>
The components of deferred income taxes in the United States follow:
<Table>
Deferred revenues $ 483,011 737,410 211,304
Net operating loss carry forward 209,001 45,856 195,064
Tax credit carry forward - 100,825 132,961
Other 43,361 65,099 261,679
---------------- --------- ---------
735,373 949,190 801,008
Deferred tax liabilities - property and
equipment 383,682 631,159 974,867
---------------- --------- ---------
$ 351,691 318,031 (173,859)
================ ========= =========
</Table>
The Company has not recorded a valuation allowance for the deferred tax assets
because it believes that sufficient book and taxable income will be generated to
realize the benefit of these tax assets.
At December 31, 2000, the Company had net operating loss carryforwards ("NOLS")
aggregating approximately $586,472 expiring in the year 2019. In addition, the
Company has alternative minimum tax credit carryforwards aggregating
approximately $132,961.
Subsidiaries operating in the Republic of Panama and the Cayman Islands are
exempt from income taxes as long as they operate outside the Republic of Panama
and Cayman Islands.
18 PENSION BENEFITS
Beginning September 1, 2000, AFP Siembra, S.A. a related pension management
company, has managed the Company's pension plan as individual defined
contribution accounts (similar to the United States 401K plan). The plan
management company maintains the investments on behalf of the plan participants
and reports changes in the value of the individual accounts on a unit investment
system. Under this arrangement, the Company contributes 5% of the employee's
salary and the employee contributes 4%. Since September 1, 2000, the Company's
expense for this plan was approximately $207,000, and is included as part of
general and administrative expenses in the accompanying consolidated statements
of operations.
The pension management company guarantees a minimum return of 1.5% over the mean
of the average bid interest rate offered by certificates of deposit from
Dominican commercial and multiple services banks reported by the Central Bank of
the Dominican Republic, determined monthly, considering the date in which the
funds entered the individual account.
The pension management company commits to permanently maintain on deposit with
banks 90% of the instruments that comprise the total amount of the portfolio of
funds being managed. The cost of this service
F-29
<Page>
is RD$50 (approximately $3) per employee per month, which will is deducted
monthly from the contributions that the employer (the Company) makes. The
pension management company earns performance bonus of 1% annually on the
cumulative balance of each account under its management.
Prior to September 1, 2000, substantially all of the employees of the Company
were included in a defined benefit plan that was established by Grupo
Financiero. The benefits were based on the years of service and the employees'
compensation during the last years before retirement. This plan was administered
by the Plan de Pensiones y Jubilaciones del Grupo Financiero Nacional, S.A.
The Company made annual contributions to the Plan based on contribution levels
determined by independent actuaries. The Company's pension expense was
approximately $433,000, $587,000 and $531,000 in the years ended December 31,
1998, 1999 and 2000, respectively, and is included as part of general and
administrative expenses in the accompanying consolidated statements of
operations.
The following summarizes pension obligation information and estimated plan asset
information for the Company individually, which were administered by the Plan de
Pensiones as of November 30, 1999 is as follows:
<Table>
CHANGES IN BENEFIT OBLIGATION
Benefit obligation at beginning of year $ 2,234,367
Change in exchange rate (61,253)
---------------
Benefit obligation at beginning of year, as
adjusted 2,173,114
Service cost 940,622
Interest cost 186,824
Actuarial gain 271,744
Benefits paid (88,392)
Adjustments 72,260
---------------
Benefit obligation at end of year 3,556,172
---------------
CHANGES IN PLAN ASSETS
Fair value of plan assets at beginning (a) 2,513,478
Change in exchange rate (68,906)
---------------
Fair value of plan assets at beginning of
year, adjusted 2,444,572
Actual return in plan assets 419,038
Employer contribution 586,887
Plan participants' contributions 359,072
Benefits paid (88,392)
Expenses and other adjustments (65,001)
---------------
Fair value of plan assets at end of year (a) 3,656,176
---------------
Funded status of the plan $ 100,004
===============
RATE ASSUMPTIONS
Discount rates 6.00%
Rate of return on plan assets 14.39%
===============
</Table>
(a) Corresponds to an estimate of the assets allocable to the Company. This
estimate was based on the ratio of total obligations of TRICOM to the
total obligation of Grupo Financiero applied to the total plan assets.
However, there is no formal segregation of assets applicable to the
employees of the Company.
19 COMMITMENTS AND CONTINGENCIES
Since 1995, TRICOM has entered into operating leases with related companies. The
total expense under these leases in 1998, 1999 and 2000 was $72,582, $108,578,
and $157,600 respectively.
F-30
<Page>
TRICOM maintains contracts with foreign entities for the traffic of overseas
calls. Such contracts require each entity to obtain the necessary facilities to
establish, maintain and operate its respective terminals. The costs of each
contract are based upon negotiation rates, which are computed based on the
amount of traffic each month. For the years ended December 31, 1998, 1999 and
2000 this cost was $4,273,617, $3,706,683 and $4,916,317, respectively, and is
included in the cost of satellite connections in the accompanying consolidated
statements of operations.
The Company has commitments for the purchase of transmission and communication
equipment with Motorola, Inc. for $14,540,747. This equipment will be installed
in Panama, in accordance with the Company's expansion plans.
On May 8, 1997, the Federal Communications Commission ("FCC") issued an order to
implement the provisions of the Telecommunications Act of 1996 relating to the
preservation and advancement of universal telephone service (the "Universal
Service Fund"). The Universal Service Order requires all telecommunications
carriers providing interstate telecommunications services to contribute to
universal service by contribution to a fund (the "Universal Service Fund").
Universal Service Fund contributions were assessed based upon intrastate,
interstate and international end-user gross telecommunications revenue effective
January 1 through December 31.
At December 31, 1999 and 2000 the Company contributed $141,141 and $251,386,
respectively, to the "Universal Service Fund" on end-user telecommunications
revenue of $4,756,792 in 1999 and $3,585,572 in 2000. The contribution paid is
included as part of general and administrative expenses in the accompanying
statements of operations.
OTHER LEASE OBLIGATIONS
The Company maintains operating leases for the use of office space,
telecommunication centers, commercial offices, warehouse, an automobile, an
aircraft and others. The operating leases are renewable at the end of the lease
period, which is usually one year. Expenses for these leases in 1998, 1999 and
2000 were approximately $405,000, $476,000 and $1,754,000, and are included in
general and administrative expenses in the consolidated statements of
operations. The lease payments for the next five years are as follows:
<Table>
<Caption>
Year Amount
---- ------
2001 $ 2,598,151
2002 2,651,370
2003 2,740,499
2004 2,864,819
2005 and future 12,374,241
===============
</Table>
LEGAL PROCEEDINGS
In August 1999, a Dominican company and two individual plaintiffs sued the
Company before Dominican courts for alleged losses and damages of up to
approximately RD$200,000,000 (approximately $12,000,000) resulting from the
imprisonment by Dominican authorities of two of the individuals for 15 days. The
plaintiffs alleged that their imprisonment was the result of an investigation by
the local district attorney and the police that the Company instigated following
an irregular increase in telephonic traffic at a certain telephone number. The
case is pending decision from the Judge. After consulting with legal counsel,
the Company believes that this matter will not have a material adverse effect on
results of operations or financial position.
The Company is involved in other lawsuits and legal actions that have resulted
from its ordinary business activities, under which claims amount to
approximately US$6,800,000 (RD$113,000,000). Management has evaluated these
claims and believes that the final outcome of these matters will not have an
adverse effect on the results of the operations or the financial position of the
Company.
F-31
<Page>
No amounts have been recorded in the accompanying financial statements related
to these legal proceedings.
SEVERANCE INDEMNITIES
Companies based in the Dominican Republic maintain reserves under the provisions
of U.S. Statement of Financial Accounting Standards "SFAS" 112 to cover the
ultimate payment of severance indemnities. Severance expense amounted to
$257,690, $328,807 and $760,740 in the years ended December 31, 1998, 1999 and
2000 and are included as part of general and administrative expenses in the
accompanying consolidated statement of operations.
20 BUSINESS AND CREDIT CONCENTRATION
In the normal course of business, the Company has accounts receivable from
carriers. Although the Company's exposure to credit risk associated with
non-payment by these carriers is affected by conditions or occurrences within
the industry, most of these receivables are due from large, well-established
companies. The Company does not believe that this concentration of credit risk
represents a material risk of loss.
21 LEGAL RESERVE
Article 58 of the Code of Commerce of the Dominican Republic requires all
companies to segregate at least 5% of net earnings as a legal reserve until such
reserve reaches 10% of paid- in capital. This reserve is not available for
dividend distribution, except in case of dissolution of the corporation.
22 STOCK OPTION PLAN
At May 4, 1998, the Company initiated a Long-term Incentive Plan, in which
certain employees could be granted options to purchase shares of the Company's
common stock. The Plan is administered by the Board of Directors of the Company
and has the authority to determine which employees will participate in the Plan.
The Plan authorizes grants of options to purchase up to 750,000 shares of
authorized but unissued common stock. Stock options are granted with an exercise
price equal to the stock's fair market value at the date of grant. All stock
options have ten-year terms and vest and become exercisable after three years
from the date of grant.
At December 31, 1999 and 2000, there were 436,580 and 230,370 additional shares
available for grant under the Plan, respectively.
The Company applies APB Opinion No. 25 in accounting for its Plan and,
accordingly, no compensation cost has been recognized for its stock options in
the financial statements. Had the Company determined compensation cost based on
the fair value at the grant date for its stock options under SFAS No. 123, the
Company's net income would have been reduced to the pro-forma amounts indicated
below.
<Table>
<Caption>
1999 2000
---- ----
Net earnings (loss) - as reported $ 22,034,525 (7,225,635)
Net earnings (loss) - proforma 21,648,100 (7,929,562)
=============== ===========
Net earnings (loss) per share:
As reported - basic and diluted 0.89 (0.26)
=============== ===========
Pro-forma - basic and diluted 0.87 (0.28)
=============== ===========
</Table>
<Table>
<Caption>
Weighted
Average
Exercise
Options Price
-------- --------
Balance, December 31, 1997 - -
Granted 477,664 12.95
-------- -----
F-32
<Page>
Balance, December 31, 1998 477,664 12.95
Granted (a) 251,420 8.06
Cancelled (a) (415,664) 13.00
-------- -----
Balance, December 31, 1999 313,420 8.96
Granted 207,245 20.45
Surrendered (1,035) 8.06
-------- -----
Balance, December 31, 2000 519,630 13.53
======== =====
</Table>
(a) Corresponds to the reduction in the exercise price from $13.00
to $8.06 of options granted in 1998. The number of options was
also reduced proportionately. All other conditions were
unchanged. Effective July 1, 2000, the FASB issued Financial
Interpretation No. 44 (FIN 44) which amended APB 25 and requires
"variable" accounting for all stock option repricing retroactive
to December 15, 1998. As a result, these options will require
variable accounting until they are exercised, cancelled,
forfeited or expired. Under variable accounting, compensation
expense must be measured by the difference between the exercise
price and the market price of the Company's stock at each
reporting period amortized over the vesting period. The effect
of the application of FIN 44 during 2000 was not significant.
Exercise prices of options outstanding as of December 31, 2000 ranged from $6.63
to $23.75. The following table provides certain information with respect to
stock options outstanding at December 31, 2000:
<Table>
<Caption>
Weighted
Stock Average Weighted Average
options Exercise Remaining
Range of exercise prices outstanding Price Contractual Life
------------------------ ----------- -------- ----------------
Under $7.00 4,000 6.63 7.92
$7.00 - $10.00 251,815 8.05 7.48
$10.01 - $13.00 62,435 12.88 7.52
$13.01 - $16.00 72,420 15.51 9.65
$16.01 - $19.00 - - -
$19.01 - $22.00 5,000 20.90 9.25
$22.00 - $23.75 123,960 23.75 9.25
------- ----- ----
519,630 13.53 8.23
======= ===== ====
</Table>
The weighted-average fair value at date of grant for options granted during 1999
and 2000 were $8.06 and $20.45, respectively and was estimated using the
Black-Scholes option valuation model with the following weighted-average
assumptions.
<Table>
<Caption>
1999 2000
---- ----
Expected life in years 7.50 7.50
Interest rate 6.33 5.10
Volatility 73.22 79.94
Expected dividends - -
===== =====
</Table>
Warrants:
In October, 1999 the Company entered into an agreement with a third party to
provide investor relations service for a period of two years. The Company
granted warrants to purchase 300,000 Class A common shares of the Company at an
exercise price of $8.875 per share. At December 31, 1999 and 2000 the Company
had 150,000 and 250,000 shares vested for this contract, while the remaining
50,000 share will vested in April 28, 2001.
The Company is recognizing an expense for the fair value of these options using
the Black-Scholes options pricing model as follow:
F-33
<Page>
The 150,000 shares vested in 1999 were valued at the fair value of the shares at
the date of grant and the 100,000 shares vested in the year 2000 were valued at
the fair value of the shares at the date they were vested. The Company has
50,000 shares that are not vested at December 31, 2000, that are valued at the
fair value at December 31, 2000.
For the years ended December 31, 1999 and 2000 the Company recognized an expense
of $273,000 and $1,005,755, respectively, which is included as part of general
and administrative expense in the accompanying consolidated statements of
operations.
23 QUARTERLY FINANCIAL DATA (UNAUDITED)
The following tables contain selected unaudited consolidated quarterly financial
data for the Company:
<Table>
<Caption>
1999
-------------------------------------------------------------------
FIRST QUARTER SECOND QUARTER THIRD QUARTER FOURTH QUARTER
------------- -------------- ------------- --------------
Total operating revenues $ 34,823,199 40,901,880 44,968,825 50,125,037
Operating costs, including depreciation
charges of $4,494,884; $5,141,925;
$5,158,482 and $6,042,189 for each
quarter, respectively 26,495,328 32,149,080 32,719,085 37,993,368
--------------- -------------- ------------- --------------
Operating income 8,327,871 8,752,800 12,249,740 12,131,669
Other expenses, net (3,745,609) (3,547,369) (6,534,080) (5,339,126)
--------------- -------------- ------------- --------------
Earnings before income taxes and
cumulative effect of accounting change 4,582,262 5,205,431 5,715,660 6,792,543
Income tax benefit (expense) 56,203 - - (197,863)
--------------- -------------- ------------- --------------
Earnings before cumulative effect of
accounting change 4,638,465 5,205,431 5,715,660 6,594,680
Cumulative effect of accounting change
for organization expenses - - - (119,711)
--------------- -------------- ------------- --------------
Net earnings $ 4,638,465 5,205,431 5,715,660 6,474,969
--------------- -------------- ------------- --------------
--------------- -------------- ------------- --------------
Earnings per share $ 0.19 0.21 0.23 0.26
--------------- -------------- ------------- --------------
--------------- -------------- ------------- --------------
Number of common shares used in
calculation 24,844,544 24,844,544 24,844,544 24,844,544
--------------- -------------- ------------- --------------
--------------- -------------- ------------- --------------
</Table>
<Table>
<Caption>
2000
-------------------------------------------------------------------
FIRST QUARTER SECOND QUARTER THIRD QUARTER FOURTH QUARTER
------------- -------------- ------------- --------------
Total operating revenues $ 50,229,735 53,081,404 57,919,395 63,067,121
Operating costs, including depreciation
charges of $7,552,734; $8,390,173;
$9,168,662 and $11,053,710 for each
quarter, respectively 39,401,870 44,406,622 47,125,015 52,342,263
-------------- -------------- ------------- --------------
Operating income 10,827,865 8,674,782 10,794,380 10,724,858
Other expenses, net (8,172,126) (6,818,441) (7,297,368) (8,918,409)
-------------- -------------- ------------- --------------
F-34
<Page>
Earnings before income taxes and
cumulative effect of accounting change 2,655,739 1,856,341 3,497,012 1,806,449
Income tax benefit (expense) (130,250) (140,568) (160,210) (157,349)
-------------- -------------- ------------- --------------
Earnings before cumulative effect of
accounting change 2,525,489 1,715,773 3,336,802 1,649,100
Cumulative effect of accounting change
for installation and activation revenues (16,452,799) - - -
-------------- -------------- ------------- --------------
Net earnings $ (13,927,310) 1,715,773 3,336,802 1,649,100
-------------- -------------- ------------- --------------
-------------- -------------- ------------- --------------
Earnings per share $ (0.56) 0.06 0.12 0.06
-------------- -------------- ------------- --------------
-------------- -------------- ------------- --------------
Number of common shares used in
calculation 24,844,544 28,361,028 28,844,544 28,844,544
-------------- -------------- ------------- --------------
-------------- -------------- ------------- --------------
</Table>
24 SEGMENT INFORMATION
In the fourth quarter of 1998, the Company adopted Financial Accounting
Standards Board Statement No. 131, "Disclosures about Segment of an Enterprise
and Related Information", which establishes standards for reporting information
about a company's operating segments. The Company has divided its operations
into four reportable segments: Wireline, Cellular, International, and Others
based upon similarities in revenue generation, cost recognition, marketing and
management of its businesses.
The reporting segments follow the same accounting policies used for the
Company's consolidated financial statements as described in the summary of
significant accounting policies. Management evaluates a segment's performance
based upon profit or loss from operations before income taxes.
The segments and a description of their business is as follows: Wireline which
includes local access lines. Cellular which includes prepaid and postpaid mobile
communication products and services. International which includes long distance
carrier services and Other which includes services such as paging, internet,
local prepaid calling cards and customers contact services.
Following is a tabulation of business segment information for each of
the past three years..
GEOGRAPHIC
<Table>
<Caption>
1998
----------------------------------------------------------------------
DOMINICAN
UNITED STATES REPUBLIC ELIMINATIONS CONSOLIDATED
------------- --------- ------------ ------------
International settlement revenues $ 24,208,283 44,812,490 (18,688,685) 50,332,088
Other 2,857,215 72,312,089 - 75,169,304
-------------- ------------ ------------ -------------
Total operating revenues 27,065,498 117,124,579 (18,688,685) 125,501,392
Operating costs 27,818,364 86,894,092 (18,688,685) 96,023,771
-------------- ------------ ------------ -------------
Operating income (loss) $ (752,866) 30,230,487 - 29,477,621
-------------- ------------ ------------ -------------
-------------- ------------ ------------ -------------
Identifiable assets $ 8,603,748 436,763,531 (552,676) 444,814,603
-------------- ------------ ------------ -------------
-------------- ------------ ------------ -------------
</Table>
<Table>
<Caption>
1999
----------------------------------------------------------------------
UNITED STATES DOMINICAN REPUBLIC ELIMINATIONS CONSOLIDATED
------------- ------------------ ------------ ------------
International settlement revenues $ 35,510,406 46,338,275 (21,256,547) 60,592,134
Other 490,836 109,735,971 - 110,226,807
-------------- ------------------ ------------ ------------
Total operating revenues 36,001,242 156,074,246 (21,256,547) 170,818,941
Operating costs 35,007,605 115,605,803 (21,256,547) 129,356,861
-------------- ------------------ ------------ ------------
F-35
<Page>
Operating income (loss) $ 993,637 40,468,443 - 41,462,080
-------------- ------------------ ------------ ------------
-------------- ------------------ ------------ ------------
Identifiable assets $ 25,525,617 514,417,693 (8,464,849) 531,478,461
-------------- ------------------ ------------ ------------
-------------- ------------------ ------------ ------------
</Table>
<Table>
<Caption>
2000
-------------------------------------------------------------------------
UNITED DOMINICAN
STATES REPUBLIC OTHER ELIMINATIONS CONSOLIDATED
------ --------- ----- ------------ ------------
International settlement revenues $ 65,667,150 48,817,572 - (30,297,672) 84,187,050
Other 29,768 140,080,837 - - 140,110,605
---------- ----------- ---------- ------------ ------------
Total operating revenues 65,696,918 188,898,409 - (30,297,672) 224,297,655
-
Operating costs 62,056,005 151,435,223 82,214 (30,297,672) 183,275,770
---------- ----------- ---------- ------------ ------------
Operating income (loss) $ 3,640,913 37,463,186 (82,214) - 41,021,885
---------- ----------- ---------- ------------ ------------
---------- ----------- ---------- ------------ ------------
-
Identifiable assets $ 38,107,771 697,291,056 34,383,027 (87,341,995) 682,439,859
---------- ----------- ---------- ------------ ------------
---------- ----------- ---------- ------------ ------------
</Table>
PRODUCTS AND SERVICES
<Table>
<Caption>
1998
------------------------------------------------------------------------------------------
ELIMINATION
WIRELINE CELLULAR INTERNATIONAL OTHERS(A) (B) CONSOLIDATED
-------- -------- ------------- --------- ----------- ------------
Revenue $ 35,658,595 26,604,945 69,020,773 12,905,764 (18,688,685) 125,501,392
--------- ---------- ------------ ---------- ----------- ------------
--------- ---------- ------------ ---------- ----------- ------------
Operational income 8,943,886 9,069,722 10,221,879 1,242,134 - 29,477,621
--------- ---------- ------------ ---------- ----------- ------------
--------- ---------- ------------ ---------- ----------- ------------
Proforma
operational income
assuming the
change in
accounting
principle for
installation and
activation
retroactively 3,424,771 7,732,794 10,221,879 1,242,134 - 22,621,578
--------- ---------- ------------ ---------- ----------- ------------
--------- ---------- ------------ ---------- ----------- ------------
Identifiable assets 88,372,739 66,747,297 22,510,041 267,184,526 - 444,814,603
--------- ---------- ------------ ---------- ----------- ------------
--------- ---------- ------------ ---------- ----------- ------------
Depreciation -
expense 7,924,465 3,222,774 1,509,691 1,965,230 14,622,160
--------- ---------- ------------ ---------- ----------- ------------
--------- ---------- ------------ ---------- ----------- ------------
Capital -
expenditures $ 69,663,693 31,777,625 6,980,783 33,678,911 142,101,012
--------- ---------- ------------ ---------- ----------- ------------
--------- ---------- ------------ ---------- ----------- ------------
</Table>
<Table>
<Caption>
1999
------------------------------------------------------------------------------------------
WIRELINE CELLULAR INTERNATIONAL OTHERS(A) ELIMINATION(B) CONSOLIDATED
-------- -------- ------------- --------- -------------- ------------
Revenue $ 62,572,264 35,346,554 81,848,681 12,307,989 (21,256,547) 170,818,941
---------- ---------- ------------- ---------- -------------- ------------
---------- ---------- ------------- ---------- -------------- ------------
Operational income 21,085,005 9,846,875 10,185,960 344,240 - 41,462,080
---------- ---------- ------------- ---------- -------------- ------------
---------- ---------- ------------- ---------- -------------- ------------
Proforma
operational income
assuming the
change for
accounting
principle in
installation and
activation
retroactively 17,193,219 8,768,309 10,185,960 344,240 - 36,491,728
---------- ---------- ------------- ---------- -------------- ------------
---------- ---------- ------------- ---------- -------------- ------------
Identifiable assets 177,806,707 110,876,334 25,590,381 217,205,039 - 531,478,461
---------- ---------- ------------- ---------- -------------- ------------
---------- ---------- ------------- ---------- -------------- ------------
Depreciation -
expense 11,080,231 5,605,645 2,928,174 1,223,430 20,837,480
---------- ---------- ------------- ---------- -------------- ------------
---------- ---------- ------------- ---------- -------------- ------------
Capital -
expenditures $ 79,065,923 42,573,958 7,602,493 16,183,849 145,426,223
---------- ---------- ------------- ---------- -------------- ------------
---------- ---------- ------------- ---------- -------------- ------------
</Table>
<Table>
<Caption>
2000
------------------------------------------------------------------------------------------
WIRELINE CELLULAR INTERNATIONAL OTHERS(A) ELIMINATION(B) CONSOLIDATED
-------- -------- ------------- --------- -------------- ------------
Revenue $ 83,491,208 42,450,018 114,484,722 14,169,379 (30,297,672) 224,297,655
---------- ---------- ----------- ---------- ------------- -----------
---------- ---------- ----------- ---------- ------------- -----------
Operational income 22,558,963 12,273,329 2,932,170 3,257,423 - 41,021,885
---------- ---------- ----------- ---------- ------------- -----------
---------- ---------- ----------- ---------- ------------- -----------
Identifiable assets 155,520,757 267,580,351 38,341,447 220,997,304 - 682,439,859
---------- ---------- ----------- ---------- ------------- -----------
---------- ---------- ----------- ---------- ------------- -----------
Depreciation -
expense 24,425,105 7,870,113 1,953,356 1,916,705 36,165,279
---------- ---------- ----------- ---------- ------------- -----------
---------- ---------- ----------- ---------- ------------- -----------
F-36
<Page>
Capital
expenditures $ 42,975,001 90,751,943 9,476,159 25,710,325 - 168,913,428
---------- ---------- ----------- -------- ------------- -----------
---------- ---------- ----------- -------- ------------- -----------
</Table>
(a)Other (identifiable assets) include administrative/corporate
assets which are not revenue-generating. Also includes
construction in process and communication equipment pending
installation, which at December 31, had not been placed in
service and were not specifically associated with any business
segment. Other remaining assets do not meet any quantifiable
test for determining reportable segments.
(b)Corresponds to elimination of the gross revenues between
subsidiaries and the Parent Company in international revenues.
25 NEW ACCOUNTING STANDARDS
In June 1998, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" (SFAS 133). As amended, the statement
becomes effective for fiscal years beginning after June 15, 2000 and will not be
applied retroactively. The statement establishes accounting and reporting
standards for derivative instruments and hedging activity. The Company has
determined that this statement will not have any effect on its financial
position or results of operations.
26 CUMULATIVE EFFECT OF ACCOUNTING CHANGE OF ORGANIZATIONS COSTS
During 1999, the Company changed its method of accounting for organization
expenses in order to comply with Statement of Position No. 98-5, issued by the
American Institute of Certified Public Accountants. The change involved
expensing these costs as incurred, rather than capitalizing and subsequently
amortizing such costs. The change resulted in the write-off of costs capitalized
as of January 1, 1999. The cumulative effect of the change of $119,711 has been
expensed and reflected as a separate line in the 1999 consolidated statements of
operations.
F-37
<Page>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant certifies that it meets all of the requirements for
filing Form 20-F and has duly caused this amendment to the annual report to be
signed on its behalf by the undersigned, thereunto duly authorized.
TRICOM, S.A.
Dated: October 8, 2001 By: /s/ Carl H. Carlson
-------------------------------------
Carl H. Carlson,
Executive Vice President and
Member of the Office of the President
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