SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 20-F
|_| 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 |_|
Indicate by check mark which financial statement item the Registrant has elected
to follow:
Item 17 |_| Item 18 |X|
TABLE OF CONTENTS
Page
GENERAL INTRODUCTION...........................................................1
PART I 2
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS*...............2
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE*.............................2
ITEM 3. KEY INFORMATION......................................................2
ITEM 4. INFORMATION ON THE COMPANY..........................................13
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS........................36
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES..........................45
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS...................49
ITEM 8. FINANCIAL INFORMATION...............................................53
ITEM 9. THE OFFER AND LISTING...............................................54
ITEM 10. ADDITIONAL INFORMATION..............................................56
ITEM 11. QUANTATATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK..........62
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES*.............62
PART II 63
ITEM 13. DEFAULTS, DIVIDED ARREARAGES AND DELINQUENCIES......................63
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS
AND USE OF PROCEEDS*................................................63
ITEM 15. [RESERVED]..........................................................63
ITEM 16. [RESERVED]..........................................................63
PART III 63
ITEM 17. FINANCIAL STATEMENTS**..............................................63
ITEM 18. FINANCIAL STATEMENTS................................................63
ITEM 19. EXHIBITS............................................................63
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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.
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 include 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.
2
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.
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: - - - - -
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Organization costs - - - (120) -
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
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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 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. EBITDA is
commonly 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.
4
RISK FACTORS
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, and total shareholders' equity of approximately $210.8
million.
The degree to which we are leveraged could have important
consequences to us, including the following:
o 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;
o our high degree of leverage could increase our vulnerability
to changes in general economic conditions;
o our ability to obtain additional financing for working
capital, capital expenditures, acquisitions, general corporate
purposes or other purposes could be impaired;
o we are much more leveraged than our principal competitor,
which may be a competitive disadvantage in our principal
market; and
o our failure to comply with covenants and restrictions
contained our new 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, and we may be required to
refinance our indebtedness, including our notes.
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.
If it becomes necessary to refinance our indebtedness, our ability to obtain
such financing will depend on our financial condition at the time, the
restrictions in the agreements governing our indebtedness and other factors,
including general market and economic conditions. If such refinancing were not
possible, we could be forced to dispose of assets at unfavorable prices. In
addition, we could default on our debt obligations, including our obligation to
make payments on our notes.
We depend on short-term borrowings in the Dominican financial
markets. These borrowings 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. These borrowings have maturities ranging up to 180 days and often are
payable on demand. However, our current lenders may be unable or unwilling to
lend to us in the future, and we cannot assure you that the short-term funding
sources on which we have relied will continue to be available should we require
them. Even if they are available, 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.
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
5
capital than are available to us in order to upgrade its network and/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.
New entrants in the Dominican markets could increase competition for
our services.
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 roll out GSM based wireless services.
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 have a material adverse effect on our ability to increase or even maintain
our market share.
Settlement rates for international traffic from the United States
and Puerto Rico could continue to decline.
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, adversely affect the profit margins that we
realize on these revenues and have a material adverse effect on our business,
financial condition and results of operations.
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 TRICOM USA's inception in 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 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 we receive from these resellers is highly volatile and this
volatility could adversely affect our business, financial condition and results
of operations.
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, there can be no assurance that our efforts to
minimize consumer credit risks will continue to 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, disconnected subscribers must be replaced and additional
subscribers must be added. 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
6
able to maintain our credit policies, or not otherwise able to limit churn, we
will not experience net growth in subscribers which could adversely affect our
financial condition and results of operations.
The telecommunications industry is subject to rapid technological
changes and we may not have sufficient resources to keep pace with
changes.
The telecommunications industry has been, and is expected to
continue to be, characterized by rapid technological change and evolving
industry standards. In order to remain competitive, we continually must
anticipate, respond to and utilize new technologies. While we believe that, for
the foreseeable future, our installed hardware and open standards network
architecture are sufficient to meet our strategic goals, we cannot predict the
effect of technological changes on our business. Furthermore, we cannot assure
you that we will have the resources to keep pace with changes in technology.
Special tax provisions contained in our concession agreement are
required to be approved by the Dominican Congress.
We entered into our existing concession agreement with the Dominican
government in 1996. It replaced an earlier concession agreement into which we
entered in 1990. Under the 1996 agreement, we do not pay income tax imposed on
other Dominican corporations. We have agreed to make payments to the Dominican
government, in lieu of income tax, in an amount equal to 10% of our gross
domestic revenues, after deducting local network access charges, plus 10% of our
net international settlement revenues. 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, All America Cables and Radio and other competitors, 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 validate those provisions of the concession agreement relating to the
payment of taxes. We cannot assure you that if our concession agreement is
presented to, but not approved by, the Dominican Congress, other terms of our
concession would not be adversely affected.
If the provisions of our concession agreement relating to the
payment of taxes are disapproved, we could be subject to a higher
tax rate.
Before entering into our existing concession agreement in 1996,
Dominican tax authorities asserted that we were required to pay taxes equal to
18% of gross domestic revenues, as was provided in the concession agreement
which we and the Dominican government entered into in 1990. 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, 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.
We cannot assure you that the calculation of taxes on either basis would not
result in our paying greater taxes than we would otherwise pay under the terms
of our current concession agreement.
Cellular and PCS fraud increases our expenses.
The fraudulent use of cellular and PCS telecommunications networks
imposes a significant cost upon cellular and PCS service providers who must bear
the cost of services provided to fraudulent users. We suffer losses of revenue
as a result of fraudulent use, and we also suffer cash costs due to our
obligation to reimburse carriers for the cost of services provided to some
fraudulent users.
Although technology has been developed to combat the fraudulent use
of telecommunications networks, this technology does not eliminate fraudulent
use entirely. We must make significant expenditures periodically to acquire,
upgrade and use anti-fraud technology. We have implemented fraud detection and
prevention technology. We cannot assure you, however, that the anti-fraud
technology that we have implemented thus far will continue to be effective in
7
detecting and preventing fraud. If our anti-fraud technology becomes obsolete,
we will once again have to make significant 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
We may not be able to implement our business plan on schedule.
We intend to significantly expand our presence in Dominican and
other markets. We may experience delays as a result of any number of reasons,
including capital shortfalls, the failure of contractors and suppliers to
deliver services and products in a timely manner and our inability to meet our
own installation schedules or to obtain required regulatory approvals,
particularly in markets new to us that are outside of the Dominican Republic.
There can be no assurance that we will be able to implement our business plan in
a timely manner. If we are not able to expand in accordance with our plans, the
growth of our business could be materially adversely affected.
Wireless telecommunications services companies have a limited
history in our 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 and targeted markets, we face many uncertainties in our
markets that may affect our ability to grow or implement our business plan.
These uncertainties include:
o the size of the markets for wireless communications services;
o the penetration rates of these markets;
o the ability of potential subscribers to pay subscription and
other fees;
o the extent and nature of the competitive environment in these
markets; and
o 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,
which could harm our financial condition and results of operations.
We cannot be certain that we will be able to finance our capital
expenditure needs.
We currently anticipate that our capital expenditures will be
approximately $133 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:
8
o the terms of our existing financing agreements, including
restrictive covenants;
o general market conditions in the U.S. and in our international
markets that may adversely affect the availability or cost of
capital;
o volatility it 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 our operating companies;
o our high level of indebtedness, which may affect our
attractiveness as a potential borrower; and
o the market's perception of our performance in each of these
markets.
Failure to obtain additional financing could result in the delay or
abandonment of some or all of our development and expansion plans and
expenditures, which could have a material adverse effect on our business
prospects.
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 business.
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 political conditions in parts of the Central American
markets are volatile and may cause the nature and results of our operations to
fluctuate. This volatility could make it difficult for us to sustain our
operations in these markets, which could have an adverse effect on our business.
Historically, volatility in parts of the Central American markets has been
caused by:
o significant governmental influence over many aspects of local
economies;
o political and economic instability;
o unexpected changes in regulatory requirements;
o social unrest;
o slow or negative growth;
o imposition of trade barriers;
o wage and price controls; and
o natural disasters.
We will make significant expenditures to implement our expansion
strategy which, could result in negative cash flow and reduced
earnings before they generate revenues.
Expansion of our network and services in accordance with our
strategy will require significant expenditures for operating expenses and other
capital expenditures, a substantial portion of which will be incurred before the
realization of revenues from expansion. These expenditures will result in
negative cash flow and losses from new operations until we are able to establish
a customer base large enough to generate revenues in excess of the costs
incurred to expand our network and operations. Our future working capital
requirements will depend upon a number of factors, including marketing expenses,
staffing levels, customer growth and construction costs as well as other factors
that are beyond our control. These factors will adversely affect our operating
margins and earnings. For the next several years, we do not expect our
operations to generate sufficient cash flows to fund both our operating and
capital requirements.
Our entry into new markets and businesses will adversely affect our
profitability.
Our entry into telecommunications markets in Central America will be
subject to the risks, uncertainties and problems frequently encountered by
businesses in early stages of operations, particularly in new and rapidly
developing markets. We cannot assure you that our revenues from these operations
will exceed operating expenses attributable to
9
them and we expect that we will sustain losses and negative cash flow from these
operations for at least the next several years. Losses from these businesses
will adversely affect our profitability.
Our expansion in Dominican and Central American markets may strain
our management.
Our expansion will continue to increase our operating complexity as
well as the level of responsibility for both existing and new management
personnel. Our ability to manage effectively our expansion will require us to
continue to implement and improve our operational and financial systems and
expand, train and manage our employee base. There can be no assurance that we
will be able to expand or upgrade our systems in response to such demands. Our
inability to manage effectively our expansion could have a material adverse
effect on our business.
Government regulations will determine how we operate in various
countries, which could limit our growth and strategy plans.
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. In some markets, we are unable, or
have limitations on our ability, to offer some services, including
interconnection to other telecommunications networks. Further, the regulatory
schemes in the countries in which we operate may allow third parties, including
our competitors, to challenge our actions. It is possible that, in the future,
we may face additional regulatory prohibitions or limitations on our services.
Inability to provide planned services could make it more difficult for us to
compete in the affected markets. Although among the markets we are considering
currently only Costa Rica imposes foreign ownership limitations upon
telecommunications companies, there can be no assurance that limitations will
not be imposed in other countries. These issues could affect our ability to
operate in targeted markets, and therefore impact our growth and strategy plans.
Our operating companies may face disadvantages when competing
against government-owned or affiliated telecommunications companies,
wireline monopoly operators and use multinational telecommunication
companies.
In some markets, we may not be able to compete effectively against
an incumbent government-owned telecommunications company, or a formerly
government-owned company in which the government may or may not retain a
significant interest. We may be at a competitive disadvantage in these markets
because government-owned or affiliated competitors may have:
o close ties with national regulatory authorities;
o control over connections to local telephone lines;
o larger customer base;
o better name recognition;
o larger spectrum positions;
o larger coverage areas then those of our operating companies;
or
o the ability to subsidize competitive services with revenues
generated from services they provide on a monopoly basis.
To the extent government-owned wireline companies are privatized or
join with an established foreign telecommunications partner, competition from
these companies may increase due to infusions of capital and managerial and
technical talent. These companies also may continue to enjoy the legacy of their
pre-privatization privileges. We may encounter obstacles and setbacks if local
governments adopt policies favoring these competitors or otherwise afford them
preferential treatment.
10
In some markets, we will compete against an incumbent monopoly
wireline company in the provision of some services. In most of these markets,
the monopoly wireline provider is also a wireless operator competing directly
with the wireless operations of our operating companies. Often, the monopoly
provider enjoys competitive advantages similar to the advantages described above
that government-owned and affiliated providers may enjoy. As a result, we may be
at a competitive disadvantage to monopoly providers, particularly as we seek to
offer new telecommunications services. Specifically, this also may affect our
ability to enter into interconnection agreements which would negatively impact
the implementation of our Central American strategy.
Further, significant price competition could negatively impact our
operating results and our ability to attract and retain customers. In addition,
we anticipate that our operating companies will face future market pressure to
reduce the prices charged for their products and services over the next few
years because of increased competition in our targeted markets.
In some markets we compete against large multinational
telecommunication companies. These companies have greater resources then we do,
a stronger brand name and more extensive products. Also, some of these companies
have made significant investments in wireless services in our markets. We may
not be able to successfully implement our business plan if these large
multinational competitors spend additional resources in our markets to attempt
to block competition.
Initially, our coverage 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.
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 cellular and personal communications services providers in our
markets. Many of the cellular and personal communications services 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
markets. The iDEN technology that we will deploy is not compatible with other
wireless technologies including digital cellular or personal communications
services technologies or with other iDEN networks not operating in the 800 MHz
spectrum. As a result, with the exception of GSM 900 MHz systems, we cannot
enter into roaming agreements with the operators of these other networks.
Although the i2000 digital handset is compatible with both iDEN 800 MHz and GSM
900 MHz systems, our customers will not be able to roam on other iDEN 800 MHz or
GSM 900 MHz systems 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:
o we build out additional digital mobile networks in areas
outside our planned markets;
o other operators deploy iDEN 800 MHz or GSM 900 MHz technology
in markets outside of our planned coverage areas and we enter
into roaming agreements with those operators; or
o handsets that can be used on both iDEN 800 MHz and non-GSM 900
MHz wireless communications networks become available and we
enter into roaming agreements with the operators of those
networks.
Our equipment is more expensive than that of some competitors, 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.
Challenges associated with our construction of digital mobile
networks could adversely affect our growth plans.
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. Our digital mobile network
construction projects will be subject to
11
numerous factors, any of which could require substantial changes to proposed
plans or otherwise alter our currently anticipated time frames or budgets. These
factors include:
o securing the necessary radio spectrum licenses and adhering to
regulatory requirements relating to the licenses;
o locating suitable sites for communications sites or towers,
obtaining any required zoning variances or other governmental
or local regulatory approvals, and negotiating acceptable
purchase, lease, joint venture or other agreements;
o negotiating favorable interconnection agreements;
o delays that may be caused by frequency cross-interference with
other radio spectrum users, including television stations; and
o risks typically associated with any construction project,
including possible shortages of equipment or skilled labor,
engineering or environmental problems, work stoppages, weather
interference and unanticipated cost increases.
Challenges associated with selling and marketing our digital mobile
services 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 subscriber base depends on
the success of our sales and marketing efforts and the receptiveness of the
marketplace to our services. If the sales and marketing teams of our operating
companies are not able to establish a large subscriber base in our new markets,
our revenues will not grow as planned. We have limited experience in marketing
iDEN services and with local conditions in our target markets that may require
us to modify our sales and marketing efforts.
Furthermore, in addition to increasing the size of our customer
base, our sales and marketing efforts must focus on the quality of our customer
base. In some cases, this burden is heavier than that faced by United States
companies, for example, due to the lack of business infrastructure in emerging
markets. For example, the lack of established credit bureaus in many of the
countries in which we plan to conduct business makes it more difficult to
ascertain the creditworthiness of potential customers. As a result, we, like
other service providers in these markets, may experience higher bad debt expense
as a percentage of revenues than U.S. companies.
In most of our new markets, we will rely, in part, on the efforts of
independent dealers and distributors to market our services. We may not be able
to establish and maintain satisfactory relationships with enough independent
dealers or distributors or this may not be a cost-effective way of acquiring
subscribers.
If we do not keep pace with rapid technological changes, we may not
be able to attract and retain customers. Our digital mobile technology could
become obsolete. We rely on digital technology that is not compatible with, and
competes with, other forms of digital and non-digital voice communication
technology. Competition among these differing technologies can:
o segment the user markets, thereby reducing demand for specific
technologies, including the iDEN digital technology that we
use;
o reduce the resources devoted by third-party suppliers,
including Motorola, which supplies all of our current digital
mobile technology, in developing in improving the technology
for our networks; and
o adversely affect the market acceptance of our service
offerings.
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, we may not be able to
service our existing
12
subscribers or add new subscribers. We expect to rely principally on Motorola
for the manufacture of a substantial portion of the equipment necessary to
construct, enhance and maintain our digital mobile networks and for the
manufacture of handsets for the next several years.
Agreements with Motorola reduce our operational flexibility and may
adversely affect our growth or operating results.
We have entered into agreements with Motorola that impose
limitations and conditions on our ability to use other technologies. These
agreements may operate to delay or prevent us from employing new or different
technologies that perform better or are available at a lower cost because of the
additional economic costs and other impediments to change arising under the
Motorola agreements.
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.
RISKS RELATING TO OUR PRINCIPAL MARKET, THE DOMINICAN REPUBLIC
We 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, there can be no assurance that such growth will 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 and shortages of basic services in the Dominican Republic
could affect us adversely.
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. There can be no assurance that
similar incidents in the future will not have a material adverse effect on us.
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 such privatizations will not cause social unrest.
Although inflation in the Dominican Republic has been moderate since
1990, increases in the inflation rate would adversely affect our
business and results.
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 our business, financial condition and results
of operations or the value of the ADSs. There can be no assurance that inflation
in the Dominican Republic will not change significantly from current levels.
13
Local currencies used in the conduct of our business are subject to
depreciation or volatility.
The Dominican government's economic policies and any future changes
in the value of the Dominican peso against the U.S. dollar could adversely
affect the U.S. dollar value of the ADSs. 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. We
generally are required to surrender foreign currency revenues to the Central
Bank at the official rate and acquire foreign currency at the private market
rate in order to pay foreign currency-denominated obligations. As a result, we
may lose the spread on foreign exchange transactions. In addition, we must pay a
5% commission to the Central Bank when we convert Dominican pesos into U.S.
dollars. Most of our outstanding indebtedness is U.S. dollar-denominated and
must be paid in U.S. dollars. The official rate as of April 27, 2001 was
RD$16.66 per U.S. dollar.
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, thus making such 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. 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
TRICOM is a leading integrated communications service provider in
the Dominican Republic. Through the country's only 100% digital local access
network, a wireless network covering approximately 85% of the population and our
submarine fiber optic cable systems, we offer local, long distance, mobile,
Internet and broadband data transmission services. Through TRICOM USA, we own
switching facilities in New York and Puerto Rico, providing us with end-to-end
connectivity, and are one of the few Latin American long distance carriers that
has a United States licensed subsidiary.
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:
o 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.
o Dominican economy among the fastest growing in Latin America.
GDP in the Dominican Republic
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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 GDP 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.
o 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.
o 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
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 completely digital local access
network in the Dominican Republic and a wireless network covering approximately
85% of the population. Our local exchange network features a wireless local loop
system that enables us to connect a customer within 48 hours, substantially less
time than required for wireline installation. We currently have switching
facilities in New York and Puerto Rico, and interests in international fiber
optic submarine cable 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 bundled product offerings.
Strong track record of revenue and EBITDA growth. We have increased
revenue and EBITDA sequentially in each of the last five years. Our revenue and
cash flow growth have been all organic and have enabled us to minimize financial
leverage in the funding of 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:
15
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 compete. 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 a modular fashion, initiating service in Panama, 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 available to us at
December 31, 2000, there were approximately 848,000 local access lines in
service, representing a teledensity rate of approximately 10%. 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 43,920 gross line additions in 2000.
The mobile wireless market has been the fastest growing segment of
the Dominican telecommunications market since 1996. Based on information
available to us, we believe that, since 1996, the mobile wireless market has
grown at an annual average rate exceeding 70%. 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 65% 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.
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. In order to expand our market
presence, and at the same time enhance margins on 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, ISP,
business and e-commerce 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 line, or xDSL, very small aperture terminal, or VSAT, for two-way
Internet service, and local multipoint distribution service, or LMDS,
16
technologies. 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, through our iDEN operations, 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
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 and 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 turn-key solutions in our targeted Central American markets.
Our relationships with 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:
o Local service;
o Mobile services;
o International long distance; and
o Broadband data transmission and Internet.
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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 and expect to be the leader for 2000 when final data
is available. 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 voice mail 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-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 turnkey and PABX systems and
components. 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. Based
on information available to us, there were approximately 655,000 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 44% of the Dominican mobile telephony market. Our net
addition of cellular and PCS subscribers in 2000 was 108,911, which represents
48% of net subscriber additions for 2000 in the Dominican Republic. We were the
leader in net addition of mobile wireless subscribers in 1998 and 1999 and
expect to be the leader for 2000 when final data is available.
Our cellular and PCS subscriber base 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 52% of the entire cellular and PCS market of the Dominican
Republic, based on information available to us, and 93% of our cellular and PCS
subscribers. Our Amigo card program has expanded our cellular and PCS customer
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 65% of
the population in the Dominican Republic and is less extensive than our analog
18
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 19% of the Dominican paging market according to market information
available to us. In 1999 we stopped soliciting new paging subscribers. We
believe that the success of our prepaid cellular and PCS program has contributed
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 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 with the commercial
launch of the xDSL and VSAT services, data services are expected to have a
strong growth.
In the Dominican Republic we are the second largest ISP. We provide
Internet connectivity to the residential and corporate markets through
traditional dial-up connections, dedicated lines and VSATs, with speeds ranging
from 56
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Kbps to 2 Mbps. During 2000, we deployed our xDSL 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-the-art content caching technology and
comprehensive family of value-added services to deliver fast and efficient
end-user access to the Internet.
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.
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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.
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 a GFN-affiliated bank for computer equipment bundled with
Internet access via our service.
We recently launched a number of broadband delivery systems,
including xDSL, VSAT and LMDS. 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
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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
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 2.3% in 2000 compared to an average monthly churn rate of 1.8% in
1999. 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.
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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
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 fully digital network includes:
o Local access network comprising 33 digital loop carriers
connected via fiber rings to three supernode switches and 38
remote switches;
o Fully redundant digital wireless point to point backbone with
alternate route in main national backbone;
o Mobile network comprising four MSC's and 158 cell sites;
o Two satellite earth stations and capacity in eleven
international undersea cables; and
o One supernode switch in New York, one multimedia carrier
switch in Puerto Rico and one excel switch in construction in
Miami.
We invested over $700 million from 1992 through 2000 to develop a
network infrastructure, which is fully digital except for portions of our
cellular network.
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Local Service and Mobile Network
The core of our network is composed of Nortel International gateway
switches: the DMS-300 and DMS-250 Supernodes. The DMS-300 Supernodes have
switching capacity of more than 4,300 digital trunk lines and possesses special
features such as ultra-high-speed, port-to-port call switching that enables the
device to handle 240,000 calls per second. In addition, the switch's time-of-day
capability allows us to distribute efficiently our telecommunications traffic
and provide, as a result, more competitive pricing. The DMS-250 Supernode switch
also provides statistical call distribution information, which allows us to
control our proportionate flow of traffic. Without such capabilities, we would
have to conduct these monitoring tasks manually. The switch also possesses CCS-7
capability, which enables 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 three Northern
Telecom DMS-100 Supernode switches, one DMS-500, one DMS-10 switch, 38 remote
switches and 33 digital loop carriers. Each of the DMS-100 switches has a
distributed processing architecture, can handle remote equipment, and is capable
of supporting up to 90,000 customers. All of our Northern Telecom switches are
equipped with SS7 signaling capability and 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 7 cities.
We use a modular network architecture design based on digital loop
carrier technology and fiber rings to connect to local access lines. Our central
office switches are 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 the management system, located at
the central office. Without the use of the digital loop carriers, we would have
to maintain various 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. The 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. With 99.9%
circuit availability, the wireless point to point system serves the areas that
have high telecommunications usage, including large industrial and commercial
areas. We interconnect with Codetel at 18 network access points in 11 cities of
the Dominican Republic.
To oversee and monitor the activities of our network infrastructure,
we have installed an open architecture network management system. This system
allows us to manage our central office switches and remotely monitor all network
components, including remote switches, wireless point-to-point digital radios,
wireless data communications network and digital loop carriers. This system can
only function in a fully digitalized network such as ours. 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 engage in remote line testing functions. The management system
enables us to maintain integrated management of our network.
Our cellular network in the Dominican Republic uses AMPS/NAMPS
protocol and our PCS network uses CDMA protocol. The Motorola EMX-2500 cellular
switch, along with advanced radio channel technology for wireless service
systems, allows us to provide low cost and reliable mobile service. Our analog
mobile network currently has 86 cell sites with 4,256 RF channels capacity and
two mobile switching centers or MSC, 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 CDMA One
protocol through two Motorola EMX5000 digital switches, 72 cell sites and 10
digital repeaters, which allow us to provide PCS service in 12 main cities and
continuous coverage in the main highway routes of the country.
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International Long Distance Network
In July 1998, we installed our own state-of-the-art switching
facility in the New York metropolitan area, a Northern Telecom DMS-250
Supernode, which was upgraded to a GSP Platform, allowing 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 is
being installed in Miami that will become operational in the first quarter of
2001. By having our own switching facilities, we will be able to 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
various international submarine fiber optic cables that have been built to send
and receive international traffic to 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
11-meter standard B earth station which connects to the PanAmSat satellite
system and a 15-meter standard A earth station which connects to the INTELSAT
satellite system serving the Atlantic region, Africa and Europe. The use of
these satellite facilities 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 (ISP) is provided by a Sun, 3Com and Cisco
platform that allows our customer to connect by dial-up at 56 Kbps, and with
dedicated circuits n x 64 Kbps. The network has two routers with 9MB for
international carriers, including Teleglobe, UUNET and Sprint and four T-1's for
dedicated local access. For internal services, we have four servers for DNS,
e-mail, Internet, web hosting, news, real audio/video and for dial-up access we
have four chassis with 989 digital V. 90 Modems, 40 T-1 PRI. Currently, we have
the capacity to handle more than 10,000 dial-up users.
Other new services are under development through a Nortel Network
Shasta Platform. With this solution, we will be able to provide VPN's, security,
filtering content, bandwidth guarantee and other services to our customers.
Data communications services are primarily targeted to the business
community and provided at a variety of speeds, including subrate, 64 kbps, and
superrate (1.544 Mbps and fractional T-1). Our data communications network uses
a transmission backbone consisting of Newbridge data multiplexing nodes, linked
over a 155 Mbps (OC-3) bi-directional 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 Kbps. This 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.
To provide data communications services, we have strategically
installed various small data nodes in cell sites and RSCs or remote switching
centers.
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.
25
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 CDMA 1900 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 GSM 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
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, 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 such as 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.
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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 footprint 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 GDP. The average compounded annual
growth rate in real GDP 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.
(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
1970's, 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.
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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:
o familiarity with compliance of regulatory matters;
o knowledge in adapting to the local markets; and
o 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(R) 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, 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:
o marketing primarily to businesses which have a stronger credit
profile;
o ability to transmit more information in a timely manner;
o on average, higher revenue per user; and
o 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:
o instant access;
o lower cost with bundled pricing;
o work productivity tool;
o worldwide roaming;
o packet data solutions; and
o vertical data applications.
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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, 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 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 mhz each. Based upon information provided to us by
Celcom, it has approximately 2,300 analog mobile users. These frequencies will
give us access to
29
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 our mobile switching office,
or MSO, enhanced base transceiver stations, or EBTS, 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 GDP of $9.6 billion in 1999, and a GDP 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%. According to Pyramid, cellular penetration grew at an average annual
rate of 3.9%, which was higher than Panama's wireline growth rate.
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 MHz 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.
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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.
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 MHz, 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 MHz, 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.
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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. 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
32
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.
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.
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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
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 that 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
34
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, (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 for
the purposes of (1) providing 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) to simplify
the billing and collection process for interconnection services; and (3) to
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 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
35
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; eliminated the
international settlements policy for arrangements with all carriers on routes
where rates to terminate U.S. carriers are able to terminate at lease 50 percent
of their U.S. billed traffic in the foreign market at rates that are at least 25
percent lower than the relevant settlement rate benchmark previously adopted by
the FCC; and eliminated as no longer necessary a previous policy that allowed
carriers to enter into alternative payment arrangements that deviated from the
international settlements policy.
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. In summary, 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.
Since the effectiveness of the interconnection agreement with
Codetel, we have entered into operating agreements with U.S. correspondents,
including AT&T, AT&T Puerto Rico, Sprint, WorldCom (including MCI), TLD of
Puerto Rico and TresCom. 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,
36
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 pre-paid 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, PLANTS 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 its network 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, 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 either on our own network or on Codetel's
network, including revenues derived from our U.S. based
international long distance pre-paid 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 voice
mail, as well as calls made to cellular users under the
calling-party-pays system and revenues from other miscellaneous
local access services.
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
37
minute usage charges and additional charges for value-added
services, including call waiting, call forwarding, three-way calling
and voice mail, 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 branch exchanges 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:
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%
================= ================= =================
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:
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
38
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 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 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. The Company's 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.
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 the Company's 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 in 2000 from 130.4 million in 1999. We
attribute the substantial growth of our subscriber base to the continued success
of our prepaid cellular program.
39
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:
o 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;
o interconnection costs, which are access charges paid primarily
to Codetel; and payments for international satellite circuit
leases;
o depreciation of network equipment and leased terminal
equipment, and non-network depreciation expense;
o expenses in lieu of income tax; and
o general and administrative expenses, which include salaries
and other compensation to personnel, non-network depreciation,
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 the Company's retail operations in the U.S.; and higher network
depreciation expenses resulting from the Company's 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.
40
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 the Company's 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.
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.
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 in 1999 from 22.5 million minutes in
41
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. 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.
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 (i)
disconnections due to Hurricane Georges; (ii) institution of our policy of
offering financing of installation fees for local access; and (iii) 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.
42
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.
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.
43
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.
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.
44
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.
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
45
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 of are set forth
below together with their ages at December 31, 2000 and current positions.
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 Wiley 41 Director
Jesus Barona 39 Director
Carl O. Barry 41 Director
Peter Rojas 45 Director
Independent Directors:
Fernando Rainieri 53 Director
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
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.
46
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
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.
47
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 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.
48
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 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, 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. 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
49
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.
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
(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
50
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.
Shareholders Agreement
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 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:
o 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;
o 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
o 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
51
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, as defined.
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:
o 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;
o if either GFN or Motorola owns shares of Class B stock
1. 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;
2. 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;
3. greater than 70% but less than or equal to 80% of the then
outstanding shares of Class B stock, eight directors and the
other two directors;
4. greater than 80% but less than or equal to 90% of the then
issued and outstanding shares of Class B stock, nine directors
and the other one director; or
5. greater than 90% of the issued and outstanding Class B stock,
all ten directors.
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:
o 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;
o 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;
o approval of annual budgets relating to income, capital
expenditure, operating expenses and cash flows (provided that
the requirement that annual budgets be so approved will not
require approval by nine directors 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
o 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
52
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 the right to vote all of its shares of common stock
upon the occurrence of the following events:
o our failure to pay interest on the senior notes when due for a
period of 30 days;
o our failure to pay the principal of or premium on the senior
notes when due, whether at maturity, upon redemption or
repurchase or otherwise;
o our failure to pay principal of and interest on the senior
notes required to be purchased in the event of a change of
control;
o 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, as defined);
or
o 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 (b) during the continuation of the fourth event. Either Oleander or
Motorola may revoke the proxy granted by it under the voting agreement if:
o the Dominican Republic becomes bound by the United Nations
Convention on the Recognition and Enforcement of Foreign
Arbitral Awards (1958);
o 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;
o 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
o 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 the voting stock, then
provided that (1) 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 (2) 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 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.
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
53
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.
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.
54
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
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.
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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
Monthly for last six months New York Stock Exchange
-------------------------
High Low
-------- -------
2001
April................................. 7.80 6.15
March................................. 9.60 7.00
February.............................. 11.30 9.45
January............................... 12.46 8.01
2000
December.............................. 12.125 6.55
November.............................. 16.50 12.00
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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 shall be
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 such 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 by means of which 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. All of our outstanding
shares are duly authorized, validly issued and fully paid. 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,
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 nominative, bearer or to-order form. All of our share certificates are
issued in nominative form. 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 will act as 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.
57
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, 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
he convened by the Chairman of the Board of Directors, the President or a
majority of the members of the board at any time, at the request of the holders
of 30% of the shares entitled to he 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 he 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:
o amendments to the by-laws, including increases or decreases of our
authorized share capital;
o 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;
o the declaration and payment of any dividend or distribution with respect
to our capital stock;
o any increase or decrease in the number of directors; and
o 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 he cast approve
management's performance, all shareholders are deemed to have released the
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. and
shareholders will likely fail in any suit brought in a Dominican court with
respect to such acts or omissions. 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 he 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.
58
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
(1) vote for each share of Class A Common Stock held and every holder of Class B
Stock is entitled to ten (10) 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 (A) the spouse or surviving spouse and natural and adopted children
of any such family member, (B) 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, (C) upon the death
of any such member or any person who would be a permitted transferee of any
member under clause (A) above, such holder's estate or any executor,
administrator or other legal representative of such holder, and (D) 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 such 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 share 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 share 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.
Shareholder Meetings.
General meetings of Shareholders may be called at any time by (i) the
Chairman of the Board of Directors, (ii) the President, (iii) a majority of the
Directors, (iv) the holders of 30% of the votes entitled to be cast at any such
General Meeting of Shareholders or (v) the Vigilance Officer in accordance with
Dominican law, to be held at such date, time and place either within or out of
the Dominican Republic as may be stated in the Notice of Meeting. Annual General
Meetings of shareholders will be held on the date and at such time and place
either within or out of the Dominican Republic as shall be designated from time
to time by the Board of Directors and stated in the Notice of Meeting.
59
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 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: (1) the rate established by the Central Bank at which the Dominican
government buys foreign currency or the official rate and (2) 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.
60
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 113/8%
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 113/8% 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. 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, 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.
61
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 he required to he 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 he 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 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, in the Dominican Republic for the year 2000 were as
follows:
If Taxable Income is: The Tax is:
-----------------------------------------
Not over RD$102,792.00 0
Over RD$102,792.00
but not over RD$171,309.00 15% of taxable income over
RD$102,792.01
Over RD$171,309.00
but not over RD$256,957.00 RD$10,278.00 plus 20% of the excess
over RD$171,309.01
Over RD$256,957.00 RD$27,408 plus 25% of the excess over
RD$256,957.01
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.
62
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
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 11 3/8% per annum and mature in the
year 2004. The fair value of such senior notes was approximately $187 million
and $186 million at December 31, 1999 and December 31, 2000, respectively.
Our primary exposure to market risk for changes in interest rates
relates to our short-term borrowings from Dominican banks. At December 31, 1999
and December 31, 2000, we had $136.5 million and $198.8 million of short-term
and long-term borrowings, including trade finance, outstanding from Dominican
and international banks, mostly denominated in U.S. dollars. 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% to 26% per annum. A 10% increase in the average rate for
our variable rate debt would have decreased our net income 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 113/8% senior notes due 2004.
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.
63
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
- Amended and Restated By-laws of the Company with English
translation thereof.*
- Indenture, dated August 21, 1997, between The Bank of New York, as
trustee, and the Company.**
- ----------
* 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.
TRICOM, S.A. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
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
F-1
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
February 9, 2001
F-2
TRICOM, S.A. AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 1999 and 2000
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
============= =============
See accompanying notes to the consolidated financial statements.
F-3
TRICOM, S.A. AND SUBSIDIARIES
Consolidated Balance Sheets (Continued)
December 31, 1999 and 2000
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
============= =============
See accompanying notes to the consolidated financial statements.
F-4
TRICOM, S.A. AND SUBSIDIARIES
Consolidated Statements of Operations
Years Ended December 31, 1998, 1998 and 2000
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
Other 3,391,347 5,421,403 4,461,547
------------- ------------- -------------
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
See accompanying notes to the consolidated financial statements.
F-5
TRICOM, S.A. AND SUBSIDIARIES
Consolidated Statements of Shareholders' Equity
Years Ended December 31, 1998, 1999 and 2000
Retained Earnings
---------------------------
Number of Common Common Stock Additional Appropriated
Shares Issued Paid in Legal Un-
Class A Class B Class A Class B Capital Reserve 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
========= ========== ========== ============ ============ ============ ============
See accompanying notes to the consolidated financial statements.
F-6
TRICOM, S.A. AND SUBSIDIARIES
Consolidated Statements of Shareholders' Equity (Continued)
Years Ended December 31, 1998, 1999 and 2000
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
============ ============ ============
See accompanying notes to the consolidated financial statements
F-7
TRICOM, S.A. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Years ended December 31, 1998, 1999 and 2000
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
------------ ------------ ------------
See accompanying notes to the consolidated financial statements
F-8
TRICOM, S.A. AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Continued)
Years ended December 31, 1998, 1999 and 2000
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
============= ============= =============
See accompanying notes to the consolidated financial statements
F-9
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-10
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 from currencies other
than the US 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 US dollar, respectively. Panamanian Balboas (B/.)
are at par with the US 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:
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
F-11
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.
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 recognized by the Company
for termination of traffic based on minutes from foreign telecommunications
carriers into the 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 as well
as charges for "Custom local access signaling services" (CLASS) or value-added
services, which include call forwarding, three-way calling, call waiting and
voice mail. It 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
F-12
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 voice mail, 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.
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.
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.
F-13
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
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-
F-14
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:
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
============ ============
(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.
F-15
(b) A detail of construction in process at December 31, 1999 and 2000 is
as follows:
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
============ ============
(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:
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
=========== =========== ===========
A detail of account receivable - others at December 1999 and 2000 is as follows:
1999 2000
---- ----
Interest receivable $ 235,016 1,248,804
Miscellaneous 389,830 352,315
--------- ---------
Allowance at end of year $ 624,846 1,601,119
========= =========
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.
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.
F-16
A detail of balances with related companies at December 31, 1999 and 2000 is as
follows:
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
(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.
F-17
A detail of transactions with related parties during the years ended December
31, 1998, 1999 and 2000 is as follows:
1998 1999 2000
---- ---- ----
Operating revenues - communications
services revenue $ 828,316 1,970,646 1,948,321
General and administrating expenses:
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
(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:
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
=========== ===========
(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.
(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.
F-18
9 Borrowed funds - banks
Funds borrowed by the Company consist of:
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
=========== ===========
(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:
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
=========== ===========
A schedule of the future lease payments under these capital leases is as
follows:
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
Less related taxes 3,114,639
------------
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
============
F-19
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:
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
============ ============ ============ ============
12 Other liabilities
Other liabilities at December 31, 1999 and 2000 consisted of the following:
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
Other 454,958 456,573
----------- -----------
$ 3,789,707 19,990,490
=========== ===========
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.
13 Accrued expenses
A summary of accrued expenses at December 31, 1999 and 2000 is as follows:
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
=========== ===========
F-20
14 Long-term debt
Long-term debt is summarized as follows:
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 2001
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
============ ============
The aggregate principal amounts due on these long-term debt obligations are as
follow:
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
F-21
(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 consolidated financial information of guarantor subsidiaries,
Comunicaciones, Tricom Latinoamerica, S. A. (previously Bay Tel), Call Tel and
TRICOM USA and Subsidiaries, at December 31, 1999 and 2000 and for the three
years ended December 31, 2000 is as follows (see note 1):
Balance sheet data:
Assets 1999 2000
------ ---- ----
Current assets:
Cash and cash equivalents $ 614,802 919,185
Accounts receivable:
Related parties 12,190,813 5,946,731
Other 4,860,019 7,643,719
----------- -----------
Accounts receivable, net 17,050,832 13,590,450
Other current assets 1,154,627 1,239,867
----------- -----------
Total current assets 18,820,261 15,749,502
Property and equipment, net 8,080,300 26,726,431
Other non-current assets 1,243,774 2,765,051
----------- -----------
Total assets $28,144,335 45,240,984
=========== ===========
F-22
Liabilities and Stockholder's Equity
Current liabilities:
Accounts payable:
Carriers 1,113,416 7,361,826
Related parties 2,325,220 10,628,760
Other 748,970 702,012
----------- -----------
4,187,606 18,692,598
Other current liabilities 3,036,241 4,225,269
----------- -----------
Total current liabilities 7,223,847 22,917,867
Other non-current liabilities 15,685,752 15,974,867
----------- -----------
Total liabilities 22,909,599 38,892,734
Stockholder's equity 5,234,736 6,348,250
----------- -----------
Total liabilities and stockholder's
equity $28,144,335 45,240,984
=========== ===========
Statements of operations data:
Statement of operations data:
1998 1999 2000
---- ---- ----
Operating revenues $ 27,919,654 36,179,982 65,697,691
Operating costs 28,861,720 36,282,315 62,537,158
------------ ------------ ------------
Operating income (loss) (942,066) (102,333) 3,160,533
Other income (expense) 21,685 (66,896) (1,458,642)
------------ ------------ ------------
Net earnings (loss) before income tax (920,381) (169,229) 1,701,891
Income Tax 351,691 (141,660) (588,377)
------------ ------------ ------------
Net earning (loss) $ (568,690) (310,889) 1,113,514
============ ============ ============
Cash flow data:
1998 1999 2000
---- ---- ----
Net cash provided by (used in) operating
activities $ 83,061 (6,929,619) 20,042,719
Cash flows used in investment activities
- - acquisition of property and equipment (3,241,348) (2,145,814) (19,738,336)
Cash flows from financing activities:
Borrowed funds received from banks -- 15,000,000 --
Borrowed funds paid to related parties -- (5,608,247) --
Short-term obligations -- 35,279 --
Issuance of common shares 2,999,000 -- --
------------ ------------ ------------
Net cash provided by financing
activities 2,999,000 9,427,032 --
Effect of exchange rate changes on cash 88 35 --
------------ ------------ ------------
Net increase (decrease) in cash and
cash equivalents (159,199) 351,634 304,383
Cash and cash equivalents at beginning of
the year 422,367 263,168 614,802
------------ ------------ ------------
Cash and cash equivalents at end of the
year $ 263,168 614,802 919,185
============ ============ ============
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.
F-23
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.
17 Income tax
The Company is subject to income taxes in the United States. The components of
income taxes follow:
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)
========= ========= =========
F-24
The components of deferred income taxes in the United States follow:
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)
======== ======== ========
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 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.
F-25
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:
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%
===========
(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.
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.
F-26
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:
Year Amount
---- ------
2001 $ 2,598,151
2002 2,651,370
2003 2,740,499
2004 2,864,819
2005 and future 12,374,241
===========
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 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.
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.
F-27
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.
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)
=========== ==========
Weighted
Average
Exercise
Options Price
-------- ---------
Balance, December 31, 1997 -- --
Granted 477,664 12.95
-------- ---------
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
======== =========
(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
F-28
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:
Stock Weighted Weighted Average
options Average 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
=========== ================ ================
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.
1999 2000
---- ----
Expected life in years 7.50 7.50
Interest rate 6.33 5.10
Volatility 73.22 79.94
Expected dividends -- --
===== =====
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:
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.
F-29
23 Quarterly financial data (unaudited)
The following tables contain selected unaudited consolidated quarterly financial
data for the Company:
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 32,719,08
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 24,844,544 24,844,544 24,844,544 24,844,544
============ ============ ============ ============
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)
------------ ------------ ------------ ------------
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 24,844,544
============ ============ ============ ============
F-30
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 and described in the summary of
significant accounting policies. Management evaluates a segment's performance
based upon profit or loss from operations before income taxes.
Following is a tabulation of business segment information for each of the past
three years. Corporate information is included as eliminations to reconcile
segment data to consolidated financial statements.
Geographic
1998
----------------------------------------------------------------
United States Dominican 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
============ ============ ============ ============
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
------------ ------------ ------------ ------------
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
============ ============ ============ ============
2000
--------------------------------------------------------------------------------
United States Dominican 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
============ ============ ============ ============ ============
F-31
Products and services
1998
---------------------------------------------------------------------------------------------
Wireline Cellular International Others(a) Eliminations Consolidated
-------- -------- ------------- --------- ------------ ------------
Revenue $ 35,658,595 26,604,945 69,020,773 12,905,764 (18,688,685) 125,501,392
================= =========== =========== =========== ================= ===========
Operational income 12,594,564 11,697,166 12,790,330 11,084,246 (18,688,685) 29,477,621
================= =========== =========== =========== ================= ===========
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
================= =========== =========== =========== ================= ===========
1999
---------------------------------------------------------------------------------------------
Wireline Cellular International Others(a) Eliminations Consolidated
-------- -------- ------------- --------- ------------ ------------
Revenue $ 62,572,264 35,346,554 81,848,681 12,307,989 (21,256,547) 170,818,941
================= =========== =========== =========== ================= ===========
Operational income 26,958,139 13,167,776 12,781,596 9,811,116 (21,256,547) 41,462,080
================= =========== =========== =========== ================= ===========
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
================= =========== =========== =========== ================= ===========
2000
---------------------------------------------------------------------------------------------
Wireline Cellular International Others(a) Eliminations 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
================= =========== =========== =========== ================= ===========
Capital
expenditures $ 42,975,001 90,751,943 9,476,159 25,710,325 -- 168,913,428
================= =========== =========== =========== ================= ===========
(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 and are non-revenue generating.
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 have any effect on its financial position or
results of operations.
F-32
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-33
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 annual report to be signed on its
behalf by the undersigned, thereunto duly authorized.
TRICOM, S.A.
Dated: April 30, 2001 By: /s/ Carl H. Carlson
-------------------------------------
Carl H. Carlson,
Executive Vice President and
Member of the Office of the President
II-1