SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For fiscal year ended December 31, 2000
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OR
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[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______ to ____________________________________
Commission file number: 0-16751
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NTELOS INC.
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(Exact name of registrant as specified in its charter)
Virginia 54-1443350
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(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
P. O. Box 1990, Waynesboro, Virginia 22980
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 540-946-3500
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of Each Class Name of Each Exchange on Which Register
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None None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, no par value
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(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO _____
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. X
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Aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 13, 2001, $262,404,275 (In determining this figure, the
registrant has assumed that all of its directors and executive officers are
affiliates. Such assumption shall not be deemed conclusive for any other
purpose. The aggregate market value has been computed based upon the average of
the bid and asked prices as of March 13, 2001.)
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class: Common Stock, no par value
Outstanding March 13, 2001 16,852,922 shares
DOCUMENTS INCORPORATED BY REFERENCE
Information from the following documents has been incorporated by reference
in this report:
--- Annual Report to Shareholders for year ended December 31, 2000 - PARTS I
AND II
--- Proxy Statement for 2001 Annual Meeting of Shareholders - PARTS I AND III
PART I
Item 1. BUSINESS
We are a regional integrated communications provider offering a broad range
of wireless and wireline products and services to business and residential
customers in Virginia, West Virginia, Kentucky, Tennessee and North Carolina. We
own our own digital PCS licenses, fiber optic network, switches and routers,
which enable us to offer our customers end-to-end connectivity in many of the
regions we serve.
Our business encompasses both wireless and wireline communications
services:
. Wireless. Our wireless business consists primarily of digital PCS services,
which we offer in Virginia, West Virginia, North Carolina and Kentucky. We
complement our wireless voice services with wireless Internet and data
services. We began offering digital PCS services in late 1997 and offered
analog cellular until July 2000. Our PCS network utilizes digital CDMA
technology. As of December 31, 2000, we owned licenses covering
approximately 8.5 million pops (and have pending licenses for 2.5 million
additional pops pursuant to an exchange agreement with AT&T) and provided
PCS services to approximately 168,400 subscribers.
. Wireline. We provide ILEC and CLEC services in Virginia, West Virginia and
Tennessee. As an ILEC, we own and operate a 104-year-old local telephone
company. As of December 31, 2000, our ILEC had approximately 39,700
residential and business access lines installed. As a CLEC, we serve nine
markets in three states and intend to continue our expansion into
contiguous and other nearby markets. Since commencing CLEC operations in
mid-1998, we have grown our number of installed business access lines to
approximately 14,600 as of December 31, 2000. In addition, we provide
wireline Internet access through a local presence in Virginia, West
Virginia, Tennessee and North Carolina. We offer high-speed data services,
such as dedicated service and DSL, and dial-up services in a growing number
of markets within these three states. As of December 31, 2000, our Internet
customer base totaled approximately 59,200 dial-up subscribers and 1,600
DSL subscribers.
Our wireless and wireline businesses are supported by our fiber optic
network, which currently includes 1,700 route-miles. This network gives us the
ability to originate, transport and terminate much of our customers'
communications traffic in many of our service markets. We also use our network
to back-haul communications traffic for our retail services and to serve as a
carrier's carrier, providing transport services to third parties for long
distance, Internet and private network services. Our fiber optic network is
connected to and marketed with adjacent fiber optic networks in the mid-Atlantic
region.
Financial information about industry segments is incorporated herein by
reference to Note 2 of the Notes to Consolidated Financial Statements found on
pages 20 through 21 in the Annual Report of NTELOS Inc. to its Shareholders for
the year ended December 31, 2000.
Business Strategy
Our objective is to be the leading integrated communications provider in
our expanding region of operations. The key elements of our business strategy
are to:
Increase Market Share by Establishing Service-Driven Customer Relationships
through a Local Presence. We intend to grow our business by leveraging our local
presence and continuing our focus on providing high levels of customer
satisfaction. We plan to accomplish this by increasing local retail
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outlets in our new markets and expanding our business to business sales team for
face-to-face sales and personalized client care. We intend to enhance our local
presence by continuing our support of the communities that we serve, including
corporate and employee participation in community programs, and expanding this
support to our target markets. We also plan to pursue an aggressive branding
campaign. We will reinforce our customer relationships by continuing to provide
integrated, personalized customer care in each of our markets. We intend to do
this through our retail locations, which also serve as customer care centers,
and our 24 hours-a-day, 365 days-a-year call centers.
Accelerate Growth by Offering Bundled Services. We intend to accelerate our
growth by offering a broad range of communications services in a bundled package
and on a single bill. In new markets, we also intend to build our own
facilities, connect the new market to our existing infrastructure and then
market our broad range of communications services as an integrated
communications provider. We also plan to broaden our service offerings by
offering DSL services to residential customers. We believe that by cross-selling
multiple products and services, we are building new customer relationships,
strengthening the partnership with existing customers and increasing customer
retention.
Leverage Our Fiber Optic Network, Infrastructure and Technologies. Our
infrastructure, including our fiber optic network, switches and routers, is a
technologically-advanced communications facility that connects many of our
markets. We intend to offer our broad range of communications services in many
of our markets and deliver those services over infrastructure that we control
and maintain. We plan to continue expanding our network. We also intend to
continue using our network to serve as a carrier's carrier, offering switching
and transport services to other communications carriers. As Internet and data
transmission markets grow, we plan to utilize our network infrastructure to
deliver high-speed broadband data applications to our customers. We also intend
to use our PCS bandwidth capacity, which ranges from 10 MHz to 40 MHz in our
markets, and our LMDS and MMDS wireless spectrum to capitalize on opportunities
in the growing market for wireless Internet access and data transmission.
Accelerate Growth Through Acquisitions. We intend to expand our market
reach by pursuing strategic acquisitions of communications businesses that will
provide us access to contiguous and other nearby markets or additional products
or services. We seek acquisition targets that offer products and services that
we can integrate into our existing operations and networks.
Recent Developments
We have expanded the geographic region that we serve and focused our growth
efforts on our core communications services, primarily digital PCS services,
Internet access, including dedicated, high-speed DSL and dial-up services, high-
speed data transmission and local telephone services. We are also divesting non-
strategic assets. Transactions that were completed in 2000 and the first quarter
of 2001 include the:
. acquisition of PrimeCo PCS' Virginia assets and operations (also referred
to herein as VA East);
. merger with R&B Communications;
. agreement to acquire certain PCS licenses currently owned by AT&T that will
add 2.5 million pops in certain markets in Pennsylvania; and
. sales of our membership interest in RSA5, our RSA6 wireless analog
operations, our directory assistance operations and communications tower
sites.
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Virginia East PCS Operations
A key component of our business strategy is to significantly expand our
digital PCS business. As part of that expansion, we acquired on July 26, 2000,
Richmond 20 MHz L.L.C, which owned the wireless operations of PrimeCo PCS, L.P.
in the Richmond-Norfolk, Virginia market. In exchange, we paid PrimeCo $408.6
million in cash, transferred to PrimeCo the assets and license comprising the
analog cellular operations of the RSA6 partnership and our partnership interest
in RSA5, and assumed approximately $20.0 million of indebtedness in the form of
leveraged lease obligations. Richmond 20 MHz L.L.C now comprises our Virginia
East wireless operations.
R&B Communications, Inc.
Pursuant to an agreement and plan of merger, we merged with R&B
Communications, Inc. ("R&B Communications") on February 13, 2001, by issuing
approximately 3.7 million shares of our common stock for all of the issued and
outstanding shares of R&B Communications common stock. The merger was a tax-free
reorganization and was accounted for as a purchase.
R&B Communications is an integrated communications provider offering a
broad range of products and services, including ILEC, CLEC, Internet access,
data transmission facilities and paging and long distance telephone services.
NTELOS and R&B Communications have pursued joint initiatives in the Virginia and
West Virginia communications markets for a number of years, including ValleyNet,
a fiber optic consortium, the Virginia PCS Alliance, L.C. (the "VA Alliance")
and the West Virginia PCS Alliance, L.C. (the "WV Alliance" and, together with
the VA Alliance, the "Alliances"), through which both of us conduct PCS
operations, and acquisitions of several digital PCS and LMDS wireless spectrum
licenses. R&B Communications operates as an ILEC in Botetourt County, Virginia
and offers its CLEC services in Roanoke, Virginia and the New River Valley of
Virginia. Our merger with R&B Communications gives us 91.1% and 78.9% interests
in the VA Alliance and the WV Alliance, respectively. The merger will also add
approximately 200 miles to our fiber optic network. As of December 31, 2000, R&B
Communications served approximately 2,100 Internet subscribers and had
approximately 5,900 CLEC and 12,300 ILEC access lines installed.
PCS License Acquisitions
Pursuant to an exchange agreement with AT&T Corp. and certain affiliates,
dated as of June 26, 2000, AT&T has agreed to transfer its PCS spectrum to us.
In exchange, we agreed to transfer to AT&T certain wireless communications
services, or WCS, licenses that we own. Under the terms of the agreement, AT&T
agreed to assign to us PCS 10 MHz spectrum licenses in certain markets in
Pennsylvania in exchange for our assignment to AT&T of our WCS license in
Richmond, Virginia. The proposed acquisition of the AT&T PCS licenses would add
2.5 million new pops to our PCS license footprint in strategically located,
contiguous geographic markets. These pops are not currently built out.
Divestitures
In 2000, we divested certain of our non-strategic assets and operations,
including our wireless analog and directory assistance operations and certain
communications tower sites. In connection with our acquisition of Richmond-
Norfolk PCS, we transferred to PrimeCo the assets and license comprising the
analog cellular operations of RSA6, a partnership in which we owned a 100%
interest, and all of our 22% limited partnership interest in RSA5.
We sold our directory assistance operations. Pursuant to a stock purchase
agreement with telegate AG, a public company in Germany, on July 11, 2000, we
sold to telegate AG the capital stock of
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CFW Information Services Inc. through which we conducted our directory
assistance operations. In exchange, we received $35.5 million in cash ($32
million in July 2000 and $3.5 million in January 2001).
In March 2000, we sold to Crown Communication Inc. ("Crown"), for
approximately $46.4 million, 145 communications tower sites that were owned by
either us, the VA Alliance or the WV Alliance. In April 2000, we sold to Crown
an additional six tower sites for approximately $1.1 million. In June 2000, we
sold to Crown an additional three tower sites for approximately $.6 million. We
are leasing back space on these tower sites under a leaseback agreement with
Crown.
Our Wireless Markets
The following table sets forth information as of December 31, 2000,
regarding estimated market pops, market MHz held and total MHz pops in the
digital PCS markets in which we operate and the markets in which we have
licenses but do not yet operate:
Market Name POPs* MHz Held MHz POPs
- ----------- ------- ---------- ----------
Operating Markets
Virginia
Charlottesville.............................. 215,300 30 6,459,000
Danville/Martinsville........................ 258,700 30 7,761,000
Harrisonburg................................. 143,100 20 2,862,000
Staunton/Waynesboro.......................... 109,400 30 3,282,000
Lynchburg.................................... 158,400 30 4,752,000
Norfolk/Virginia Beach....................... 1,763,400 20 35,268,000
Richmond-Petersburg.......................... 1,210,400 20 24,208,000
Roanoke...................................... 639,600 30 19,188,000
Winchester................................... 158,100 30 4,743,000
West Virginia
Charleston................................... 487,000 30 14,610,000
Huntington, WV and Ashland, KY............... 369,100 30 11,073,000
Morgantown................................... 107,000 25 2,675,000
Clarksburg................................... 193,900 10 1,939,000
Fairmont..................................... 56,400 40 2,256,000
Beckley...................................... 168,200 40 6,728,000
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Total Operating Market 6,038,000 147,804,000
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Non-Operational Markets
Virginia
Brunswick-Mecklenburg........................ 45,300 30 1,359,000
Fredericksburg............................... 136,300 10 1,363,000
West Virginia
Bluefield.................................... 177,300 30 5,319,000
Logan........................................ 41,000 30 1,230,000
Parkersburg, WV and Marietta, OH............. 181,800 30 5,545,000
Wheeling..................................... 212,400 40 8,496,000
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Williamson, WV and Pineville, KY............. 186,200 30 5,586,000
Ohio
Portsmouth................................... 95,700 30 2,871,000
Pennsylvania
Altoona**.................................... 223,900 25 5,597,500
Harrisburg**................................. 687,400 10 6,874,000
Johnstown**.................................. 235,900 10 2,359,000
Lancaster**.................................. 457,000 10 4,570,000
Reading**.................................... 356,000 10 3,560,000
State College**.............................. 133,900 10 1,339,000
Williamsport**............................... 160,600 10 1,606,000
York-Hanover**............................... 463,300 10 4,633,000
Tennessee
Kingsport.................................... 686,200 10 6,862,000
Maryland
Cumberland................................... 160,100 40 6,404,000
Hagerstown................................... 354,600 20 7,092,000
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Total Licensed Markets 4,994,900 82,574,500
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Total Wireless Markets 11,032,900 230,378,500
========== ===========
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* Population estimates as published in Kagan's 1999 Cellular /PCS Pops Book.
** Includes pending licenses for 10 MHz in each of the markets identified
pursuant to an exchange agreement with AT&T, as described elsewhere in this
report.
Products and Services
Wireless
Digital PCS. Our digital PCS packages provide the following affordable and
reliable services:
. Digital Features. The features of our basic PCS service include voice mail
with notification, caller ID, call waiting, three-way calling and call
forwarding. For an additional fee, we also provide wireless Internet
access.
. Nationwide Service. Our nationwide roaming agreements and dual-mode
handsets allow our customers to roam on wireless networks of other wireless
providers. We have a nationwide roaming agreement with Sprint that allows
our PCS customers to make and receive calls when roaming on the Sprint
digital CDMA network. The Sprint network currently offers digital service
in more than 4,000 cities, including the 50 largest U.S. metropolitan
areas.
. Advanced Handsets. We offer single, dual and tri-mode handsets employing
CDMA technology, which allow customers to make and receive calls on both
CDMA PCS and analog frequency bands. These handsets allow roaming on
digital or analog networks where our digital PCS service is not available.
These handsets are equipped with preprogrammed features such as speed dial
and last number redial.
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. Extended Battery Life. The CDMA handsets that we offer provide extended
battery life. These handsets generally offer four days of standby and two
and one-half hours of talk time battery life. Handsets operating on a
digital system are capable of saving battery life while turned on but not
in use, improving efficiency and extending the handset's use.
. Enhanced Voice Quality. Our CDMA technology offers enhanced voice quality
and clarity, powerful error correction, less susceptibility to call fading
and enhanced interference rejection, as compared to analog cellular
systems, all of which result in fewer dropped calls.
. Privacy and Security. Our PCS services provide secure voice transmissions
encoded into a digital format, designed to prevent eavesdropping and
unauthorized cloning of subscriber identification numbers.
. Customer Care. We offer customer care 24 hours-a-day, 365 days-a-year.
Customers can call our toll-free customer care number from anywhere. Our
PCS handsets can be preprogrammed with a speed dial feature that allows
customers to easily reach customer care at any time. Our local retail
stores also serve as customer contact centers, where customers can receive
personalized customer service.
. Simple Rate Plans. Customers can select from rate plans that include
expanded local, state or regional one-rate calling areas. Our business and
residential PCS customers can also bundle nationwide toll-free calling and
Internet access at a discount with their basic PCS services.
. Prepay Plans. In addition to our traditional PCS packages, we also offer a
prepay alternative. With our prepay plans, we have no contract with the
customer, no credit check is conducted and we do not bill the customer. The
customer prepays for talk time and purchases additional time by credit
card, through our customer care network, or by purchasing prepaid calling
cards from a variety of convenient locations.
Wholesale Wireless Services. We also provide digital PCS services on a
wholesale basis to other PCS service providers. We have a ten-year agreement
with Horizon Personal Communications, Inc., a Sprint affiliate, to provide
wholesale PCS services to Horizon in Charlottesville, Danville, Lynchburg,
Martinsville, Roanoke, Staunton and Waynesboro, Virginia; Beckley, Bluefield,
Clarksburg, Elkins, Fairmont, Huntington and Morgantown, West Virginia; and
Ashland, Kentucky. Horizon uses our network to provide retail service to its
customers in these 15 markets. Our sales of wholesale PCS services complement
our retail sales to leverage our network infrastructure. In addition, Sprint
customers can roam on our network under a preferred roaming agreement.
Other Wireless Services. We own and operate wireless cable systems in the
Charlottesville, Roanoke Valley, Shenandoah Valley and Richmond, Virginia
markets. These systems currently provide wireless cable service to approximately
10,900 customers. We offer our subscribers up to 25 basic cable channels,
including ESPN, CNN, TBS and MTV, and one to three premium channels, including
HBO, the Disney Channel and Showtime. We also provide our customers with paging
services that cover most of Virginia. As of December 31, 2000, we had
approximately 19,700 paging customers. We offer numeric, alphanumeric, tone-only
and tone and voice paging services, as well as wide-area paging.
New Products and Services. We recently began offering our PCS customers
mobile Internet access, which they can utilize by connecting their wireless
handsets to a laptop or other handheld device. Our wireless Internet access
enables PCS customers to send and receive e-mail or other information any time
they are on a CDMA network. Our CDMA technology also supports direct Internet
access from a
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handset. We are currently developing this product and expect it to become widely
marketed with the availability of data-capable handsets.
Wireline
Our wireline communications services include ILEC and CLEC services,
Internet access, including high-speed DSL and dial-up, and data transmission
services. We also own and operate a fiber optic cable network, switches and
routers through which we deliver many of our services.
ILEC and CLEC. We currently provide ILEC and CLEC services in Virginia,
West Virginia and Tennessee. As an ILEC, we own and operate a 104-year-old
telephone company in western Virginia that serves business and residential
customers. In February 2001, through our merger with R&B Communications, we
acquired the R&B ILEC, a 100-year-old telephone company in southwestern Virginia
that serves business and residential customers. As a CLEC, we serve business
customers in nine markets with interconnection agreements with Verizon and
Sprint.
We offer our ILEC and CLEC customers voice services that include the
following:
. Custom Calling Features. We offer a broad range of custom calling features,
including call waiting, continuous redialing, caller ID and voice mail.
. Centrex Services. We offer our business customers Centrex services, which
replace a customer's private branch exchange, or PBX, system. In lieu of a
PBX system, our Centrex services provide the switching function, along with
multiple access lines.
. Long Distance Services. We provide long distance within the local access
transport area served by our ILEC. We offer domestic and international long
distance services to our ILEC and CLEC customers through resale
arrangements with interexchange carriers such as AT&T and MCI WorldCom.
Internet. We provide Internet access services in Virginia, West Virginia,
Tennessee and North Carolina. We offer our Internet customers value-added
services that include the following:
. Local Dial-Up Internet Access. We offer dial-up Internet access through 60
local Internet points of presence. We offer multiple e-mail accounts, free
software and personal disk space.
. Dedicated Internet Access. We provide dedicated high-speed Internet
connectivity, including frame relay, ATM and leased line services.
. High-Speed DSL Access. We offer DSL Internet access. DSL technology enables
a customer to receive high-speed Internet access through its copper
telephone line.
. Web Hosting. We host over 3,000 domains on both UNIX and Windows NT
servers. In addition to Web hosting, we offer Web site design and
development through NetAccess. Domain services, collocation agreements and
Internet marketing services are also available.
Fiber Optic Network. We own and operate a fiber optic cable network that is
currently 942 route-miles. Our fiber optic network provides a backbone for the
delivery of our ILEC, CLEC, Internet access and digital PCS services to business
and residential customers. Our network enables us to originate, transport and
terminate communications traffic within our service territory, facilitating our
ability to control quality and contain network operating costs. A portion of our
network is a part of a
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fiber network managed by ValleyNet, a partnership of us and four other
communications companies that have interconnected their networks to create a 872
route-mile, nonswitched, fiber optic network from Carlisle, Pennsylvania,
through the Interstate 81 corridor in Virginia, to Johnson City, Tennessee. The
ValleyNet network is connected to and marketed with other adjacent fiber
networks, including Carolinas FiberNet, GPU Telecom Services, Inc., Kentucky
Data Link and America's Fiber Network, creating an approximately 11,000 route-
mile connected fiber optic network that serves ten states.
We also use our network to serve as a carrier's carrier, leasing capacity
on our network to other communications carriers for the provision of long
distance services, private network facilities and Internet access. In addition,
we are a minority owner of a newly formed fiber optic cable joint venture,
America's Fiber Network, LLC, which controls an approximately 7,000-mile network
extending from New York to Chicago to Johnson City, Tennessee. We are also a
regional partner in the nationwide signaling system network operated by
Illuminet Holdings, Inc. As a regional partner, we lease capacity to Illuminet
on our mated pair of signal transfer points. Our pair of signal transfer points
is currently one of 12 pairs comprising the Illuminet network.
The percentage of total sales contributed by each class of service is as
follows:
2000 1999 1998
---- ---- ----
Wireline communications 52.7% 63.2% 64.6%
Wireless communications 44.3% 31.1% 30.3%
Other communications services 3.0% 5.8% 5.1%
Sales and Marketing
We use several sales channels to distribute our products and services.
These channels include company-owned retail stores and kiosks, a direct and
telesales sales force and third-party indirect sales agents. We seek to have a
strong retail presence in the markets that we serve, and therefore focus our
sales efforts on our retail locations. Each of our retail locations is staffed
with locally-based sales and customer service representatives. We use our retail
locations to provide face-to-face personalized product sales and client care. We
also have account representatives assigned to the small to medium-sized business
market segment and other account representatives assigned to the large business
market segment.
Our marketing strategy focuses on our position as an integrated
communications provider. Our strategy is comprised of the following key
elements, which apply to each of our products and services across all of our
markets:
. provide value-added products and services through bundled packages;
. provide exceptional customer service; and
. serve as a strong corporate citizen and integral part of the community.
We seek to use these elements to position us as a customer's first choice for
complete communications solutions.
We strengthen our local presence through corporate and employee support of
the communities in our markets. We participate in local charities, community
organizations and chambers of commerce. We use our local presence to pursue an
aggressive branding campaign, primarily by advertising through
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radio, newspapers and television. Our target demographics are individuals in the
25 to 54 year-old range and small to medium-sized businesses.
Network Infrastructure and Technology
Wireless
Wireless digital signal transmission is accomplished through one of three
protocols: CDMA, TDMA or GSM, none of which are compatible. We deliver our PCS
services through CDMA technology. Our CDMA network includes four wireless
switches with seven centralized base station controllers, or CBSCs, supporting
more than 700 base transceiver stations, or BTSs. We collocate a 3Com inter-
working unit with each switch to enable wireless data access. We use various
configurations of Motorola BTS equipment to provide cost-efficient radio
frequency coverage. We enhance PCS backhaul facilities through the use of
Tellabs digital cross-connect systems, or DCS, equipment located at strategic
BTS locations. The DCSs consolidate the T-1 facilities from multiple BTSs for
efficient backhaul to the wireless switch.
Wireline
Our network infrastructure and supporting services form a communications
backbone through which we deliver ILEC, CLEC, Internet access and digital PCS
services. Owning and operating our own network facilities enhances our ability
to control the quality of our products and services and generate operating
efficiencies and economies of scale. One of our operating strategies has been to
deploy new technology to increase operating efficiencies and to provide a
platform for the delivery of new services to our customers. We believe that we
have been among the leaders in the communications industry in infrastructure
development. We began providing digital and private line service to our
customers in 1986. We have installed fiber optic cable between our main switches
and our remote switching units. Our digital fiber network provides faster call
completion, improved transmission quality, lower costs and the ability to offer
a broader range of communications services and products.
Our wireline network includes two Lucent 5ESS digital switches, which
provide end-office and tandem functions for both our ILEC and CLEC businesses in
Virginia. We have twelve remote switching modules deployed throughout our ILEC
territory and three more supporting our CLEC markets. Another Lucent 5ESS
digital switch, located in Charleston, supports our CLEC business in West
Virginia. We act as a regional node on Illuminet's nationwide SS7 network using
an Alcatel signal transfer point.
We use Lucent Any Media and Advanced Fiber Corporation UMC1000 digital loop
carriers throughout our ILEC and CLEC access network. Pairgain high-bit-rate DSL
transport equipment is used to provide T-1 speeds where conditioned facilities
are not readily available. We provide our voicemail services on a Glenayre
platform. Our network operations center monitors our wireline, wireless and data
networks on a continuous basis using a Harris network management system.
Competition
Many communications services can be provided without incurring an
incremental charge for an additional unit of service. For example, there is
virtually no marginal cost for a carrier to transmit a call over its own
network. As a result, once there are several facilities-based carriers providing
a service in a given market, price competition is likely and can be severe. As a
result, we have experienced price competition, which is expected to continue. In
each of our service areas, additional competitors could
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build facilities. If additional competitors build facilities in our service
areas, this price competition may increase significantly.
Wireless
We compete in our territory with both wireless analog and wireless digital
communications service providers. Several wireless carriers compete in portions
of our market areas, including Alltel Mobile, AT&T/SunCom, Horizon Personal
Communications, Nextel, Sprint PCS, Verizon Wireless, and affiliates of some of
these companies. Many of these competitors have financial resources and customer
bases greater than ours. Some wireless providers are able to offer free
services, including, among others, free long distance, free incoming calls and
free wireless Internet access. Many of them also have more established
infrastructures, marketing programs and brand names. In addition, some of our
competitors offer coverage in areas not serviced by our PCS network, or, because
of their calling volumes or their affiliations with, or ownership of, wireless
providers, offer roaming rates lower than ours.
We believe that a growing number of PCS operators will likely compete with
us in providing some or all of the services available through our network and
may provide services that we do not. Additionally, we expect that existing
analog cellular providers, some of which have been operational for a number of
years and have significantly greater financial and technical resources and
customer bases than us, will continue to upgrade their systems to provide
digital wireless communication services competitive with ours. We also face
competition from resellers, which provide wireless service to customers but do
not hold FCC licenses or own facilities. We compete with wireless providers that
have greater resources than ours that may build their own digital PCS networks
in areas in which we operate.
In addition, we will compete with paging, dispatch and conventional mobile
telephone companies in our digital PCS markets. Potential users of PCS systems
may find their communications needs satisfied by other current and developing
technologies. One or two-way paging or beeper services that feature voice
messaging and data display, as well as tone-only service, may be adequate for
potential customers who do not need to speak to the caller.
Wireline
ILEC and CLEC Services. Several factors have resulted in increased
competition in the local telephone market over the past 15 years, including:
. growing customer demand for alternative products and services;
. technological advances in the transmission of voice, data and video;
. development of fiber optics and digital electronic technology;
. a decline in the level of access charges paid by interexchange carriers to
local telephone companies to access their local networks; and
. legislation and regulations, including the Telecommunications Act of 1996,
designed to promote competition.
As the ILEC for Waynesboro, Clifton Forge, Covington, Troutville,
Fincastle, Eaglerock and Oriskany, Virginia, and the surrounding counties, we
are subject to competition from CLECs. Although no CLECs have entered our
incumbent markets to compete with us, it is possible that one or more may enter
our markets to compete for our largest business customers. The regulatory
environment governing
10
ILEC operations has been and will likely continue to be very liberal in its
approach to promoting competition and network access. Cable operators are also
entering local exchange markets in selected locations. Other sources of
potential competition include wireless service providers.
Our CLEC operations compete primarily with local incumbent telephone
companies and, to a lesser extent, other CLECs. Currently, we face competition
in our CLEC markets from several other CLECs, including Adelphia, Fibernet, and
Comscape. We also face, and will continue to face, competition from other
current and potential future market entrants.
Internet. We currently offer our Internet and data services in small,
underserved markets. The Internet industry is characterized by the absence of
significant barriers to entry and the rapid growth in Internet usage among
customers. As a result, we expect that our competition will increase from market
entrants offering high-speed data services, including DSL, cable and wireless
access. We believe this will likely occur as large diversified communications
and media companies acquire ISPs and as ISPs consolidate into larger, more
competitive companies. Our competition includes:
. access and content providers, such as America Online, the Microsoft Network
and Prodigy;
. local, regional and national Internet service providers, such as PSINet and
EarthLink;
. the Internet services of regional, national and international
communications companies, such as AT&T, BellSouth and MCI WorldCom;
. regional Bell operating companies, such as Verizon; and
. online services offered by incumbent cable providers.
Many of our competitors have financial resources, corporate backing,
customer bases, marketing programs and brand names that are greater than ours.
Additionally, competitors may charge less than we do for Internet services,
causing us to reduce, or preventing us from raising, our fees.
Miscellaneous
Seasonal effect on the business is not material, however roaming traffic is
typically higher in the summer months. No extended payment terms are made to
customers. Orders for installation of services are being filled on a current
basis. No material part of the business is done with the Government. Research
and development is performed by our suppliers.
We believe we are in compliance with federal, state and local provisions
which have been enacted or adopted regulating the discharge of materials into
the environment or otherwise relating to the protection of the environment. We
do not anticipate any material effect on capital expenditures for environmental
control facilities at any time in the future in order to maintain its
compliance.
We employed over 1,200 regular full-time and part-time persons as of
December 31, 2000.
Regulation
Our communications services are subject to varying degrees of federal,
state and local regulation. Under the Communications Act of 1934, as amended by
the Telecommunications Act of 1996, or the Telecommunications Act, the FCC has
jurisdiction over the regulation of interstate and international common carrier
services and over the allocation, licensing, and regulation of radio services.
At the
11
federal level, the Federal Aviation Administration also regulates antenna
structures used by us and the Department of Justice shares jurisdiction with the
FCC over the competitive aspects of communications mergers and acquisitions. Our
common carrier services are also regulated to different degrees by state public
service commissions, and local zoning and public works authorities have
jurisdiction over public rights-of-way and antenna structures that can affect
the coverage and speed of roll-out of our services. In recent years, the
regulation of the communications industry has been in a state of transition as
the United States Congress and various state legislatures have passed laws
seeking to foster greater competition in communications markets. The FCC and
state regulatory commissions have adopted many new rules to implement this
legislation and encourage competition.
At present, many of the services we offer are unregulated or subject only
to minimal regulation. Our Internet services are not considered to be common
carrier services, although regulatory treatment of Internet services is evolving
and such services may become subject, at least in part, to some form of common
carrier regulation. Our wireless digital PCS service is considered commercial
mobile radio services ("CMRS") and subject to common carrier regulation. At this
time, however, the FCC has declined to impose any rate regulation on such
services and the states are preempted from engaging in entry or rate regulation,
although the states may regulate the other terms and conditions of such
offerings and may petition the FCC for the right to extend their regulations
under certain circumstances.
Changes in rules or regulatory policy by the FCC and state regulatory
commissions can have a significant impact on the pricing and competitive aspects
of our services and we could become subject to more pervasive regulations, or
have new aspects of our operations regulated, at any time.
Federal Common Carrier Regulation
Interstate common carriers are subject to obligations under the
Telecommunications Act, including, among other things, requirements to:
. provide service upon reasonable request;
. avoid unjust or unreasonable discriminations among customers;
. obtain prior approval for entry into and exit from certain activities;
. file and maintain tariffs describing their rates, terms and conditions for
certain services; and
. interconnect with other carriers, including obligations to unbundle service
offerings in certain circumstances, and provide reciprocal compensation.
Federal Regulation of the Wireless Communications Industry
The FCC regulates the licensing, construction, operation, acquisition and
interconnection arrangements of wireless communications systems in the United
States. CMRS providers are considered "common carriers" and are subject to the
obligations of such carriers, except where specifically exempted by the FCC. For
example, the FCC has concluded that CMRS providers are entitled to enter into
reciprocal compensation arrangements with local exchange carriers, but has
declined at this time to classify CMRS providers themselves as local exchange
carriers subject to the obligations of the Telecommunications Act. These
regulations could change at some point in the future and impose additional
operating costs or restrictions on us.
12
We also hold certain digital PCS and other radio licenses under the FCC's
rules for designated entities, which enabled us to take advantage of bidding
credits and federal financing because we met certain financial limits. These
rules, however, restrict us from entering into certain transactions and seeking
certain investments that may cause a change in our status. The FCC's designated
entities rules provide for, among other things, a number of disclosure and
trafficking restrictions to ensure that benefits received by designated entities
are not assigned to non-qualifying entities. Licenses set aside for designated
entities cannot be assigned, and control of a designated entity holding such
licenses cannot be transferred for at least five years from the date of license
grant except to other designated entities. If a designated entity licensee seeks
to undergo a transfer of control or to assign its licenses, it may be required
to pay back all, or a portion, of its bidding credits and government financing
benefits and to pay off all debt owed to the federal government.
Federal Regulation of ILEC, CLEC and Interexchange Services
The Telecommunications Act requires ILECs to provide access to their
networks to competing carriers. Among other things, the Telecommunications Act
requires ILECs to:
. provide physical collocation, which allows CLECs and other interconnectors
to install and maintain their own network equipment in ILEC central
offices, or virtual collocation if requested or if physical collocation is
demonstrated to be technically infeasible;
. unbundle components of their local service networks so that other providers
of local service can compete for a wider range of local services;
. establish "wholesale" rates for their services to promote resale by CLECs
and other competitors;
. allow interconnection for the provision of local services at any
technically feasible point; and
. disclose certain technical information.
Interconnection Agreements. In order to obtain access to an ILEC's network,
a competitive carrier is required to negotiate an interconnection agreement with
the ILEC covering the network elements it desires to use. In the event the
parties cannot agree, the matter is submitted to the state public service
commission for binding arbitration. The Telecommunications Act's general
interconnection requirements apply to interexchange carriers and to all other
providers of communications services, although the terms and conditions for
interconnection provided by these carriers are not regulated as strictly as
interconnection provided by the ILECs. This may provide us with the ability to
reduce our access costs by interconnecting directly with non-ILECs, but may also
cause us to incur additional administrative and regulatory expenses in replying
to interconnection requests from other carriers.
Access Charges. The FCC has fundamentally restructured the "access charges"
that large ILECs charge to interexchange carriers and end user customers to
connect to the ILEC's network to permit increased pricing flexibility to ILECs
subject to the FCC's price cap rules as competition becomes established in their
markets. In August 1999, the FCC adopted an order providing additional pricing
flexibility to large ILECs subject to price cap regulation in their provision of
interstate access services, particularly special access and dedicated transport.
Some of the actions taken by the FCC would immediately eliminate rate scrutiny
for "new services" and permit the establishment of additional geographic zones
within a market that would have separate rates. Additional and more substantial
pricing flexibility will be given to large ILECs as specified levels of
competition in a market are reached through the collocation of competitive
carriers and their use of competitive transport. This flexibility
13
will include, among other items, customer specific pricing, volume and term
discounts for some services and streamlined tariffing.
As part of the same August 1999 order, the FCC initiated another proceeding
to consider increased pricing flexibility proposals for ILECs access charges.
This proceeding also will consider the reasonableness of CLEC access rates and
seeks comment on whether the FCC should adopt rules to regulate CLEC access
charges. In addition, the FCC's rulemaking is examining whether any statutory or
regulatory constraints prevent an interexchange carrier from declining to accept
a CLEC's access services, and if so under what circumstances. The outcome of
this rulemaking is not possible to predict.
In late May 2000, the FCC adopted an access reform proposal sponsored by
AT&T and several regional Bell operating companies ("RBOCs"). That plan, which
applies to all price cap-regulated ILECs, will substantially lower ILEC switched
access charges, restructure charges imposed on end users, and establish
additional, explicit funding for universal service. The FCC is also considering
access reform for small ILECs like NTELOS. This access reform will likely take
effect in 2002 and the financial outcome of this reform is currently unknown.
State Regulation of ILEC, CLEC and Interexchange Services. Most states have
some form of certification requirement which requires telecommunication
providers to obtain authority from state regulatory commissions prior to
offering common carrier services. State regulatory commissions generally
regulate the rates ILECs charge for intrastate services, including rates for
intrastate access services paid by providers of intrastate long distance
services. ILECs must file tariffs setting forth the terms, conditions and prices
for their intrastate services. Under the Telecommunications Act, public service
commissions have jurisdiction to arbitrate and review negotiations between ILECs
and CLECs regarding the prices ILECs charge for interconnection of network
elements with, and resale of services by, CLECs, in accordance with rules set by
the FCC. State regulatory commissions may also formulate rules regarding fees
imposed on providers of communications services within their respective states
to support state universal service programs.
The Telecommunications Act preempts state statutes and regulations that
restrict the provision of CLEC services. As a result, we are free to provide the
full range of intrastate local and long distance services in all states which we
currently operate, and in any states into which we may wish to expand. While
this action greatly increases our potential customer base, it also increases the
amount of competition to which we may be subject.
We are subject to regulation in Virginia by the State Corporation
Commission, or SCC. Our tariffs are approved by and on file with the SCC for
ILEC services in our certificated service territory in and around Waynesboro and
Clifton Forge, Virginia and in the Roanoke and New River Valleys of Virginia. We
are also certified as an CLEC in West Virginia and Tennessee. We provide CLEC
services to businesses in Charlottesville, Roanoke, Harrisonburg, Lexington,
Lynchburg, Staunton and Winchester, Virginia and Huntington and Charleston, West
Virginia and our rates for such CLEC service may fluctuate based on market
conditions.
Internet and DSL
On November 9, 1999, the FCC released a decision that concluded that
advanced services, such as DSL, sold by ILECs to ISPs on a wholesale basis and
bundled by the ISP with its other services are not subject to the
Telecommunications Act's discounted resale obligations. This decision will allow
ILECs to provide ISPs with special rate packages for DSL without having to
provide a further discount to CLECs. Our Internet subsidiaries may obtain such
special pricing.
14
In addition, on November 18, 1999, the FCC ordered ILECs to share their
telephone lines with providers of high speed Internet access and other data
services. This action permits CLECs to obtain access to the high-frequency
portion of the local loop from the ILECs over which the ILECs provide voice
services. As a result, a CLEC will be able to provide DSL-based services over
the same telephone lines simultaneously used by the ILEC for its voice services,
and will no longer need to purchase a separate local loop from the ILEC in order
to provide DSL services. This ruling may make it easier for CLECs, including
ourselves and our competitors to provide DSL services.
Calls placed by end-users to Internet service providers are subject to
reciprocal compensation payments under most existing interconnection agreements.
On February 26, 1999, the FCC decided that these calls are primarily interstate
traffic for jurisdictional purposes and that the Telecommunications Act does not
require reciprocal compensation to be paid on them. The decision asserts that
because no federal rules governing inter-carrier compensation for this traffic
currently exist, the determination of whether it is subject to reciprocal
compensation may be made by state regulatory commissions. The FCC's decision
states that state commission decisions mandating the payment of reciprocal
compensation for Internet service providers' traffic may conform with federal
law. The FCC has, however, initiated proceedings to address the issue on a
prospective basis. The United States Court of Appeals for the District of
Columbia Circuit on March 24, 2000 vacated and remanded the FCC's February 26,
1999 decision and required the FCC to explain the rationale for its decision.
Another significant issue facing Internet service providers is whether they
will be given access to broadband systems operated by cable television
companies. ISPs generally believe that mandatory access is appropriate and would
allow them to provide competitive high-speed broadband service to more
customers. Although the issue continues to be debated and legislation has been
introduced to Congress to mandate access to broadband cable networks, the FCC
has thus far declined to take action on the matter. The ultimate outcome of this
issue could have a significant impact on the success of ISPs.
Forward Looking Statements
This report and the information incorporated by reference in this report
contain various "forward-looking statements," as defined in Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934,
as amended. These forward-looking statements are based on the beliefs of our
management, as well as assumptions made by, and information currently available
to, our management. We have based these forward-looking statements on our
current expectations and projections about future events and trends affecting
the financial condition of our business. These forward-looking statements are
subject to risks and uncertainties that may lead to results that differ
materially from those expressed in any forward-looking statement made by us or
on our behalf, including, among other things:
. changes in industry conditions created by federal and state
legislation and regulations;
. successful integration of acquisitions;
. the achievement of build-out, operational, capital, financing and
marketing plans relating to deployment of PCS services;
. retention of our existing customer base and service levels and our
ability to attract new customers;
15
. continuation of economic growth and demand for wireless and wireline
communications services;
. rapid changes in technology;
. the competitive nature of the wireless telephone and other
communications services industries;
. adverse changes in the roaming rates we charge and pay;
. the capital intensity of the wireless telephone business and our debt
structure;
. our substantial debt obligations and our ability to service those
obligations;
. the cash flow and financial performance of our subsidiaries;
. restrictive covenants and consequences of default contained in our
financing arrangements;
. our opportunities for growth through acquisitions and investments and
our ability to manage this growth
. the level of demand for competitive local exchange services in smaller
markets;
. our ability to manage and monitor billing; and
. possible health effects of radio frequency transmission.
Words and phrases such as "expects," "estimates," "intends," "plans,"
"believes," "projection," "will continue" and "is anticipated" are intended to
identify forward-looking statements.
The results referred to in forward-looking statements may differ materially
from actual results because they involve estimates, assumptions and
uncertainties. We are not obligated to update or revise any forward-looking
statements or to advise of changes in the assumptions on which they are based,
whether as a result of new information, future events or otherwise. All forward-
looking statements should be viewed with caution.
16
Executive Officers of the Company
Name Office Age
---- ------ ---
W. C. Catlett Senior Vice President-Strategy and Business Development 41
J. A. Layman President 48
D. R. Maccarelli Senior Vice President and Chief Technology Officer 48
M. B. Moneymaker Senior Vice President and Chief Financial Officer, Treasurer 43
and Secretary
D. M. Persing Senior Vice President 49
J. S. Quarforth Chief Executive Officer 46
C. A. Richardson Senior Vice President-Wireline Operations 49
C. A. Rosberg Executive Vice President and Chief Operating Officer 48
Information for Mr. Layman, Mr. Quarforth and Mr. Rosberg is included under
the heading "Election of Directors" in the Proxy Statement of the registrant for
its 2001 Annual Meeting of Shareholders which is incorporated herein by
reference.
Mr. Catlett became Senior Vice President - Strategy and Business
Development in April 2000. From January 1997 to April 2000 he served as Vice
President - Corporate Development and from January 1994 to January 1997 as
Director of Business Development. From April 1992 until January 1994 he served
as Planning and Regulatory Manager and from May 1990 until April 1992 as Revenue
Requirements Manager.
Mr. Maccarelli became Senior Vice President and Chief Technology Officer in
February 2001. From July 1999 to February 2001 he served as Senior Vice
President - Operations & Engineering. From January 1994 to June 1999 he served
as Senior Vice President. From January 1993 to December 1993, he served as Vice
President - Network Services. From June 1974 to December 1992 he held numerous
leadership positions with Bell Atlantic. These positions encompassed operations,
engineering, regulatory and business development.
Mr. Moneymaker became Senior Vice President and Chief Financial Officer,
Treasurer and Secretary in April 2000. From January 1999 to April 2000 he served
as Vice President and Chief Financial Officer, Treasurer and Secretary. From
October 1995 to December 1998 he served as Vice President of Finance.
Previously, he was a Senior Manager for Ernst and Young from October 1989 until
October 1995.
Ms. Persing became Senior Vice President in January 1999. From May 1998 to
December 1998 she served as Vice President - Human Resources. From December 1995
to March 1998, she was employed by PrimeCo Personal Communications as Vice
President of Customer Care. From June 1974 to January 1994, she held numerous
leadership positions with AT&T. These positions encompassed customer care,
directory assistance, human resources, network engineering, software development
and large project management. From August 1994 to November 1995, she served as
operations manager for CFW's directory assistance operation.
17
Mr. Richardson became Senior Vice President-Wireline Operations in February
2001. Previously, he served as Senior Vice President of R&B Communications from
October 1998 to January 2001 and as Vice President-Network Services from January
1990 to September 1998.
Item 2. PROPERTIES
We are headquartered in Waynesboro, VA and own offices and facilities in a
number of locations within our operating markets. We believe that our current
facilities are adequate to meet our needs in our existing markets for the
foreseeable future. The table below provides the location, description and
approximate square footage of our material properties.
Approximate
Location Property Description Square Footage
- -------- -------------------- --------------
Clifton Forge, VA Exchange Building and Equipment 4,100
Directory Service Center (1) 15,700
Cloverdale, VA Remote Switch Facility 772
Covington, VA Exchange Building and Equipment 18,000
Plant Service Center 11,900
Daleville, VA Executive Offices 15,000
Warehouse 7,500
Fincastle, VA Switch Facility 900
Eagle Rock, VA Switch Facility 1,000
Oriskany, VA Remote Switch Facility 100
Portsmouth, VA Customer Care Center 100,000
Potts Creek, VA Exchange Building and Equipment 500
Troutville, VA Main Switch Location 8,240
Waynesboro, VA Corporate Headquarters 26,000
PCS Operations Building 14,400
Customer Care Center 31,000
Corporate Support Services Building 50,000
Retail Store 6,400
Directory Service Center (1) 15,700
Exchange Building and Equipment 36,200
Plant Service Center 8,750
Winchester, VA Directory Service Center (1) (2) 17,500
(1) Each of these facilities is being leased to telegate AG in connection with
the sale of our directory service operations.
18
(2) This directory assistance call center is housed in an approximately 33,000
square foot building. Of that 33,000 square feet, approximately 15,500
square feet is unrenovated and available for directory assistance or other
expansion needs.
Item 3. LEGAL PROCEEDINGS
In June 1999, we commenced an arbitration against the vendor who provided
our previous PCS billing system. The claim alleges that the vendor breached
certain agreements and committed fraud in relation to its installation and
maintenance of billing software for us. The claim seeks in excess of $2.8
million in damages. In April 2000, the vendor filed a response to the claim and,
in addition, filed counterclaims seeking damages from us relating to the
installation and maintenance of the same software. The vendor's counterclaims
exceed $2.5 million in damages. We will continue to pursue our claims against
the vendor and believe that the counterclaims asserted by the vendor are without
merit. Arbitration of this matter is scheduled to commence July 23, 2001.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
A special meeting of the shareholders was held on December 4, 2000, where
the shareholders approved the following: (1) the issuance of NTELOS shares in
connection with the merger between NTELOS Inc. and R&B Communications, Inc.; (2)
an amendment to NTELOS' Articles of Incorporation to increase the number of
shares of common stock issuable by NTELOS; (3) an increase in the Board of
Directors from 9 to 11; (4) modification of terms in NTELOS' outstanding
preferred stock; and (5) a change in the corporate name from CFW Communications
Company to NTELOS Inc.
The following number of votes were cast with respect to each matter:
Modification of
Issuance of Amendment to Increase Terms of Change in
NTELOS shares Articles in Board Preferred Stock Corporate Name
----------------- ----------------- ----------------- ----------------- -----------------
For 13,073,214 11,844,030 13,079,236 8,868,207 12,591,205
Against 959,547 2,183,370 946,235 948,221 1,223,014
Abstention 46,963 52,323 54,253 117,067 265,503
Broker non-votes 0 0 0 0 0
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Common Stock of NTELOS Inc. is listed in the NASDAQ National Market.
The number of registered shareholders totaled 3,092 as of December 31, 2000. The
range of stock prices for the two most recent fiscal years is included in a
table under the heading "Quarterly Review" on Page 43 of the Annual Report of
NTELOS Inc. to its Shareholders for the year ended December 31, 2000 and is
19
incorporated herein by reference. The regular cash dividend paid for the first
quarter of 2000 was $.11475 per share. No other dividends were paid in 2000. The
regular dividend paid for each quarter of 1999 was $.11475 per share.
Under restrictions related to the Company's new debt financing, the Company
has discontinued payment of dividends to common shareholders effective for the
quarter ending June 30, 2000. This will allow the Company to retain future
earnings, if any, to fund the development and growth of its businesses and
service its debt obligations.
Item 6. SELECTED FINANCIAL DATA
The information included under the heading "Selected Financial Data and
Five Year Growth Comparison" on Page 44 of the Annual Report of NTELOS Inc. to
its Shareholders for the year ended December 31, 2000 is incorporated herein by
reference.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The "Management's Discussion and Analysis" found on Pages 34 through 42 of
the Annual Report of NTELOS Inc. to its Shareholders for the year ended December
31, 2000 is incorporated herein by reference.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
September 2000, the Company entered into two five year interest rate swap
agreements with notional amounts of $162.5 million, in the aggregate, relating
to $175 million of long-term debt with variable interest rates. These agreements
manage the Company's exposure to interest rate movements by effectively
converting a portion of the long-term debt from variable to fixed rates. The
Company's unsecured senior notes and unsecured subordinated notes are at fixed
interest rates of 13% and 13.5%, respectively. The Company also has available
under its senior credit facility $150 million for future borrowings, which
amounts when borrowed would bear interest at a variable rate. As of December 31,
2000, the Company had not drawn on any of this $150 million available under the
credit facility. The Company does not believe that any reasonably likely change
in interest rates would have a material adverse effect on the financial
position, the results of operations or cash flows of the Company.
Financial instruments which we hold are disclosed in Notes 6, 7 and 9 to
our Consolidated Financial Statements found on Pages 25 through 28 of the Annual
Report of NTELOS Inc. to its Shareholders for the year ended December 31, 2000
is incorporated herein by reference.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Financial Statements and Independent Auditor's Report found on Pages 13
through 33 of the Annual Report of NTELOS Inc. to its Shareholders for the year
ended December 31, 2000 are incorporated herein by reference. The Financial
Statement Schedule referred to in Item 14 below is incorporated herein by
reference.
20
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information included under the heading "Election of Directors" on Page
5 of the Proxy Statement of NTELOS Inc. for its 2001 Annual Meeting of
Shareholders is incorporated herein by reference.
Item 11. EXECUTIVE COMPENSATION
The information included under the heading "Summary Compensation Tables" on
Page 10 of the Proxy Statement of NTELOS Inc. for its 2001 Annual Meeting of
Shareholders is incorporated herein by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information included under the headings "Election of Directors" and
"Certain Relationships and Related Transactions" on Page 5 and Page 17,
respectively, of the Proxy Statement of NTELOS Inc. for its 2001 Annual Meeting
of Shareholders is incorporated herein by reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information included under the heading "Election of Directors" and
"Certain Relationships and Related Transactions" on Page 17 of the Proxy
Statement of NTELOS Inc. for its 2001 Annual Meeting of Shareholders is
incorporated herein by reference.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) (1) FINANCIAL STATEMENTS
The following financial statements of NTELOS Inc. are incorporated by
reference in Part II, Item 8 of this Form10-K:
Consolidated Balance Sheets at December 31, 2000 and 1999.
Consolidated Statements of Income for the years ended December 31, 2000,
1999, and 1998.
Consolidated Statements of Cash Flows for the years ended December 31,
2000, 1999, and 1998.
21
Consolidated Statements of Shareholders' Equity for the years ended
December 31, 2000, 1999 and 1998.
Notes to Consolidated Financial Statements.
Independent Auditor's Report.
(2) FINANCIAL STATEMENT SCHEDULES
(A) Financial information of subsidiaries not consolidated and 50
percent or less owned entities.
The following financial statements of West Virginia PCS Alliance, L.C.
are incorporated herein by reference as Exhibit 99.1 of this Form10-K:
Balance Sheets at December 31, 2000 and 1999.
Statements of Operations for the years ended December 31, 2000, 1999 and
1998.
Statements of Cash Flows for the years ended December 31, 2000, 1999 and
1998.
Statements of Members' Equity (deficit) for the years ended December 31,
2000, 1999 and 1998.
Notes to Financial Statements.
Independent Auditor's Report.
(B) The following financial statement schedule is incorporated herein
by reference as Exhibit 99.2 of this Form 10-K:
Schedule II, Valuations and Qualifying Accounts
Independent Auditor's Report
All other schedules are omitted as the information is not required or is
included in the financial statements or related notes of NTELOS Inc.
(3) EXHIBITS
Exhibit No. Description
- ----------- -----------
2.1 Asset Exchange Agreement, dated May 17, 2000, between RSA6 Cellular Limited Partnership and
PrimeCo PCS, L.P. (incorporated by reference to Form 8-K of NTELOS Inc., Exhibit 10.2, dated May
25, 2000).
2.2 Agreement and Plan of Merger by and among NTELOS Inc., R&B Communications, Inc., R&B Combination
Company and John F. Kilby, in his capacity as representative of the shareholders of R&B
Communications, Inc., dated June 16, 2000 and amended as of October 27, 2000 (incorporated by
reference to Annex A of NTELOS' Prospectus dated October 25, 2000 filed pursuant to Rule
424(b)(3) on October 31, 2000).
2.3 Stock Purchase Agreement, dated May 17, 2000, among Telegate, Inc., Telegate AG, NTELOS Inc. and
CFW Information Services, Inc. (incorporated by reference to Form 8-K of NTELOS Inc., Exhibit
10.3, dated May 17, 2000).
3.1* Amended and Restated Articles of Incorporation effective as of December 4, 2000.
3.2* Amended and Restated Bylaws effective as of February 13, 2001.
22
4.1 Rights Agreement, dated February 26, 2000 (incorporated by reference to Form 8-A of NTELOS Inc., Exhibit 4, dated
February 29, 2000).
4.1.1 Amendment No. 1 to the Rights Agreement, dated July 11, 2000, between NTELOS Inc. and Registrar and Transfer Company
(incorporated by reference to Form 8-A/A of NTELOS Inc., Exhibit 4.1, dated August 10, 2000).
4.2 Senior Notes Indenture, dated July 26, 2000, by and among NTELOS Inc. and Bank of New York
(incorporated by reference to Form 8-K of NTELOS Inc., Exhibit 4.1, dated August 4, 2000).
4.3 Subordinated Notes Indenture, dated July 26, 2000, by and among NTELOS Inc. and Bank of New York
(incorporated by reference to Form 8-K of NTELOS Inc., Exhibit 4.2, dated August 4, 2000).
4.4 Warrant Agreement, dated July 11, 2000, between NTELOS Inc. and Welsh, Carson, Anderson & Stowe
VIII, L.P. and other Purchasers as set forth in Schedule I (incorporated by reference to Form
8-K of NTELOS Inc., Exhibit 4.5 dated August 4, 2000).
4.5 Warrant Agreement, dated July 26, 2000, between NTELOS Inc. and the Bank of New York
(incorporated by reference to Form 8-K of NTELOS Inc., Exhibit 4.3, dated August 4, 2000).
4.6 Warrant Agreement, dated July 26, 2000, between NTELOS Inc. and WCAS Capital Partners III, L.P.
(incorporated by reference to Form 8-K of NTELOS Inc., Exhibit 4.4, dated August 4, 2000).
4.7 Warrant Registration Rights Agreement, dated July 26, 2000, between NTELOS Inc., Morgan Stanley
& Co. Incorporated, First Union Securities, Inc. and SunTrust Equitable Securities Corporation
(incorporated by reference to Form S-4 of NTELOS Inc., Exhibit 4.5, dated October 26, 2000).
4.8 Registration Rights Agreement, dated July 26, 2000, by and among NTELOS Inc., Morgan Stanley &
Co. Incorporated, First Union Securities, Inc. and SunTrust Equitable Securities Corporation
(incorporated by reference to Form S-4 of NTELOS Inc., Exhibit 4.3, dated October 26, 2000).
4.9* Registration Rights Agreement, dated July 26, 2000, by and between NTELOS Inc. and LTSE Holdings
Corporation.
4.10* Amended and Restated Shareholders Agreement, dated October 23, 2000 between NTELOS Inc. and
Welsh, Carson, Anderson & Stowe VIII, L.P. and Welsh, Carson, Anderson & Stowe IX, L.P., and
other persons listed on the signature page.
10.1 1997 Stock Compensation Plan, Non-Employee Directors' Stock Option Plan and 1997 Employee Stock
Purchase Plan of NTELOS Inc. (incorporated by reference to Form S-8 of NTELOS Inc., Registration
Nos. 333-40753, 333-40751, and 333-45593 and 333-54288, respectively).
10.2 Form of Letter Amending the 1997 Stock Compensation Plan of NTELOS Inc. (incorporated by
reference to 1999 Form 10-K of NTELOS Inc., Exhibit 10.2).
10.3 Amendment to the Executive Supplemental Retirement Plan of NTELOS Inc. (incorporated by
reference to 1999 Form 10-K of NTELOS Inc., Exhibit 10.3).
10.4 Form of Management Continuity Agreement of NTELOS Inc. (incorporated by reference to 1999 Form
10-K of NTELOS Inc., Exhibit 10.4).
23
10.5 Credit Agreement, dated July 26, 2000, between NTELOS Inc., Morgan Stanley & Co. Incorporated,
as Administrative Agent, the Subsidiary Guarantors and the other Agents and Lenders party
thereto (incorporated by reference to Form S-4 of NTELOS Inc., Exhibit 10.1, dated October 26,
2000).
10.6* Form of Letter amending Management Continuity Agreement, Executive Supplemental Retirement Plan
and 401(k) Restoration Plan.
10.7* Management Continuity Agreement between J. Allen Layman and NTELOS Inc. dated February 13, 2001.
10.8* Employment Agreement between J. Allen Layman and NTELOS Inc. dated February 13, 2001.
10.9* Amendment to the Non-Employee Directors' Stock Option Plan of NTELOS Inc., effective August 28,
2000.
10.10* Form of Amendment No. 1 to Incentive Stock Option Agreement of the 1997 Stock Compensation Plan,
effective July 26, 2000.
10.11* Executive Supplemental Retirement Plan.
10.12* Deferred Compensation Plan.
13* Annual Report of NTELOS Inc. to its shareholders for the year ended December 31, 2000.
21* Subsidiaries of NTELOS Inc.
23* Consent of McGladrey & Pullen, LLP.
99.1* Financial Statements of West Virginia PCS Alliance, L.C. for the year ended December 31, 2000.
99.2* Financial Statement Schedule
___________________
* filed herewith.
(b) Reports on Form 8-K.
On October 4, 2000, NTELOS filed a Current Report to furnish a
presentation to be used by executive officers at various investor meetings.
On October 10, 2000, NTELOS filed a Current Report containing the
unaudited pro forma financial information of NTELOS and selected historical
financial and operating data and management's discussion and analysis of
Richmond Norfolk PCS, R&B Communications, Inc., Virginia PCS Alliance, L.C.
and West Virginia PCS Alliance, L.C. Also included were the following
financial statements:
. Unaudited interim financial statements of Richmond Major Trading
Area.
. Unaudited interim consolidated financial statements of R&B
Communications, Inc.
. Unaudited interim condensed financial statements of Virginia PCS
Alliance, L.C.
. Unaudited interim condensed financial statements of West Virginia
PCS Alliance, L.C.
On November 9, 2000, NTELOS filed a Current Report attaching a press
release containing financial information for NTELOS for the quarter ended
September 30, 2000.
24
On November 13, 2000, NTELOS filed a Current Report to furnish a
presentation to be used by executive officers at various investor meetings.
On December 11, 2000, NTELOS filed a Current Report to furnish a
presentation to be used by executive officers at various investor meetings.
25
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized in City of Waynesboro,
Commonwealth of Virginia, on March 30, 2001.
NTELOS Inc.
a Virginia corporation
(Registrant)
By: /s/ James S. Quarforth
--------------------------
James S. Quarforth
Chief Executive Officer
26
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:
Signature Title Date
--------- ----- ----
/s/ James S. Quarforth
- ----------------------------------------- Chief Executive Officer and Director March 30, 2001
James S. Quarforth (Principal Executive Officer)
/s/ Michael B. Moneymaker
- ----------------------------------------- Chief Financial Officer March 30, 2001
Michael B. Moneymaker (Principal Financial and Accounting
Officer)
/s/ Phyllis H. Arnold
- ----------------------------------------- Director March 30, 2001
Phyllis H. Arnold
/s/ Anthony J. de Nicola
- ----------------------------------------- Director March 30, 2001
Anthony J. de Nicola
/s/ William W. Gibbs, V
- ----------------------------------------- Director March 30, 2001
William W. Gibbs, V
/s/ A. William Hamill
- ----------------------------------------- Director March 30, 2001
A. William Hamill
/s/ J. Allen Layman
- ----------------------------------------- Director March 30, 2001
J. Allen Layman
/s/ C. Wilson McNeely, III
- ----------------------------------------- Director March 30, 2001
C. Wilson McNeely, III
/s/ John B. Mitchell, Sr.
- ----------------------------------------- Director March 30, 2001
John B. Mitchell, Sr.
/s/ John N. Neff
- ----------------------------------------- Director March 30, 2001
John N. Neff
/s/ Carl A. Rosberg
- ----------------------------------------- Director March 30, 2001
Carl A. Rosberg
/s/ John B. Williamson, III
- ----------------------------------------- Director March 30, 2001
John B. Williamson, III
27