10-Q 1 horizonpcs10q63003.txt FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2003 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______ TO __________ Commission file number: 333-51240 HORIZON PCS, INC. (Exact name of Registrant as specified in its charter) DELAWARE 31-1707839 (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 68 EAST MAIN STREET CHILLICOTHE, OHIO 45601-0480 (Address of principal executive offices) (Zip Code) (740) 772-8200 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No[ ] Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No[X] As of August 15, 2003, there were 26,646 shares of class A common stock outstanding and 58,443,254 shares of class B common stock outstanding. HORIZON PCS FORM 10-Q SECOND QUARTER REPORT TABLE OF CONTENTS

Horizon PCS, Inc. ("Horizon PCS") is the issuer of 14.00% Senior Discount Notes ("discount notes") due October 1, 2010, and 13.75% Senior Notes ("senior notes") due June 15, 2011. The discount notes and senior notes were the subject of exchange offers that were registered with the Securities and Exchange Commission ("SEC") (Registration No. 333-51238 and 333-85626, respectively). The Co-Registrants are Horizon Personal Communications, Inc. ("HPC"), and Bright Personal Communications Services, LLC ("Bright PCS"), collectively, the "Operating Companies," which are wholly-owned subsidiaries of Horizon PCS. Each of the Operating Companies has provided a full, unconditional, joint and several guaranty of Horizon PCS' obligations under the notes. Horizon PCS has no operations separate from its investment in the Operating Companies. Pursuant to Rule 12h-5 of the Securities Exchange Act of 1934, no separate financial statements and other disclosures concerning the Operating Companies other than narrative disclosures set forth in the Notes to the Interim Condensed Consolidated Financial Statements have been presented herein. Concurrent with the offering of the discount notes discussed above, Horizon PCS issued 295,000 warrants to purchase up to 3,805,000 shares of Horizon PCS' class A common stock. The warrants were registered with the SEC (Registration No. 333-51240). As used herein and except as the context otherwise may require, the "Company," "we," "us," "our" or "Horizon PCS" means, collectively, Horizon PCS, Inc., and the Operating Companies. -i- PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS

(Continued on next page) -1-

The accompanying notes are integral part of these condensed consolidated financial statements -2-

The accompanying notes are integral part of these condensed consolidated financial statements -3-

The accompanying notes are integral part of these condensed consolidated financial statements -4-

-5- HORIZON PCS, INC. Notes to Interim Consolidated Financial Statements As of June 30, 2003, and December 31, 2002, And for the Three and Six Months Ended June 30, 2003 and 2002 (unaudited) -------------------------------------------------------------------------------- NOTE 1 - GENERAL The results of operations for the periods shown are not necessarily indicative of the results to be expected for the fiscal year. In the opinion of management, the information contained herein reflects all adjustments necessary to make a fair statement of the results for the periods presented. All such adjustments are of a normal recurring nature excluding the impairment of intangible assets and property and equipment (see Note 6) and the reclassification of long-term debt to short-term debt (see Note 7). The financial information presented herein should be read in conjunction with the Company's Form 10-K for the year ended December 31, 2002, which includes information and disclosures not presented herein. NOTE 2 - LIQUIDITY As of June 30, 2003, the Company was not in compliance with its covenants with regard to its senior secured debt. The failure to comply with a covenant is an event of default under the secured credit facility, which gives the lenders the right to pursue remedies. These remedies include acceleration of amounts due under the facility. An acceleration of the amounts due under the facility would also represent a default under the indentures for the senior notes and discount notes (Note 7). Therefore, all of the Company's long-term debt has been classified as short-term as of June 30, 2003. On August 15, 2003, the Company delivered to the lenders under its senior secured credit facility a certificate that indicated that the Company failed to comply with a financial covenant for the second quarter of 2003 as required by the senior secured credit facility. On August 15, 2003, the lenders elected to declare an acceleration of the loans under the senior secured credit facility. On August 15, 2003, the Company and its subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code. Please see note 11 for further information. NOTE 3 - ORGANIZATION AND BUSINESS OPERATIONS On April 26, 2000, Horizon Telcom, Inc. ("Parent" or "Horizon Telcom") formed Horizon PCS, Inc. The Company primarily provides wireless personal communications services ("PCS") as a PCS affiliate of Sprint. The Company entered into management agreements with Sprint during 1998 and 1999. These agreements, as amended, provide the Company with the exclusive right to build, own, and manage a wireless voice and data services network in markets located in Ohio, West Virginia, Kentucky, Virginia, Tennessee, Maryland, Pennsylvania, New York, New Jersey, Michigan, North Carolina and Indiana under the Sprint PCS brand. The term of the agreements is twenty years with three successive ten-year renewal periods unless terminated by either party under provisions outlined in the management agreements. The management agreements include indemnification clauses between the Company and Sprint to indemnify each party against claims arising from violations of laws or the management agreements, other than liabilities resulting from negligence or willful misconduct of the party seeking to be indemnified. On August 15, 2003, the Company and its subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code. Please see note 11 for further information. NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Note 4 in the Notes to Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2002, describes the Company's significant accounting policies in greater detail than presented herein. BASIS OF PRESENTATION The accompanying unaudited quarterly consolidated financial statements have been prepared in accordance with the rules and regulations of the SEC. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules -6- HORIZON PCS, INC. Notes to Interim Consolidated Financial Statements As of June 30, 2003, and December 31, 2002, And for the Three and Six Months Ended June 30, 2003 and 2002 (unaudited) -------------------------------------------------------------------------------- NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) and regulations. Thesestatements include the accounts of the Company and its wholly-owned subsidiaries, HPC and Bright PCS. All material intercompany transactions and balances have been eliminated. These statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002. ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates. RESTRICTED CASH In connection with the Company's December 2001 offering of $175,000,000 of senior notes due in 2011 (Note 7), approximately $48,660,000 of the offering's proceeds were placed in an escrow account to be used toward the first four semi-annual interest payments due under the terms of the notes. The Company paid approximately $12,031,000 and $24,596,000, during six months June 30, 2003, and year ended December 31, 2002, respectively, representing the first three installments. The remaining interest payment has been classified as short-term and is scheduled to be paid in December of 2003. EQUIPMENT INVENTORY Equipment inventory consists of handsets and related accessories. Inventories are carried at the lower of cost (determined by the weighted average method) or market (replacement cost). PROPERTY AND EQUIPMENT Property and equipment, including improvements that extend useful lives, are stated at cost (Note 5), while maintenance and repairs are charged to operations as incurred. Construction work in progress includes expenditures for the purchase of capital equipment, construction and items such as direct payroll and related benefits and interest capitalized during construction. The Company capitalizes interest pursuant to Statement of Financial Accounting Standards ("SFAS") No. 34, "Capitalization of Interest Cost." The Company capitalized interest of approximately $630,000 and $3,126,000 for the six months ended June 30, 2003 and 2002, respectively. In addition, the Company capitalized labor costs of approximately $84,000 and $2,075,000 for the six months ended June 30, 2003 and 2002, respectively. REVENUE RECOGNITION The Company records equipment revenue from the sale of handsets and accessories to subscribers in its retail stores and to local distributors in its territories upon delivery. The Company does not record equipment revenue on handsets and accessories sold by national third-party retailers or directly by Sprint to subscribers in our territory. After the handset has been purchased, the subscriber purchases a service package, revenue from which is recognized monthly as service is provided and is included in subscriber revenue, net of credits related to the billed revenue. The Company believes the equipment revenue and related cost of equipment associated with the sale of wireless handsets and accessories is a separate earnings process from the sale of wireless services to subscribers. For industry competitive reasons, the Company sells wireless handsets at a loss. Because such arrangements do not require a customer to subscribe to the Company's wireless services and because the Company sells wireless handsets to existing customers at a loss, the Company accounts -7- HORIZON PCS, INC. Notes to Interim Consolidated Financial Statements As of June 30, 2003, and December 31, 2002, And for the Three and Six Months Ended June 30, 2003 and 2002 (unaudited) -------------------------------------------------------------------------------- NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) for these transactions separately from agreements to provide customers wireless service. The Company recognizes revenues when persuasive evidence of an arrangement exists, services have been rendered or products have been delivered, the price to the buyer is fixed and determinable, and collectibility is reasonably assured. The Company's revenue recognition policy is consistent with the current interpretations of SEC Staff Accounting Bulletin ("SAB") No. 101, "Revenue Recognition in Financial Statements." Accordingly, activation fee revenue and direct customer activation expense is deferred and will be recorded over the average life for those customers (currently estimated to be 24 months) that are assessed an activation fee. A management fee of 8% of collected PCS revenues from Sprint PCS subscribers based in the Company's territory, is accrued as services are provided and remitted to Sprint and recorded as general and administrative expense. Revenues generated from the sale of handsets and accessories, inbound and outbound Sprint PCS roaming fees, and roaming services provided to Sprint PCS customers who are not based in the Company's territory are not subject to the 8% management fee. DERIVATIVE FINANCIAL INSTRUMENTS The Company's policies do not permit the use of derivative financial instruments for speculative purposes. The Company uses interest rate swaps to manage interest rate risk. The net amount paid or received on interest rate swaps is recognized as an adjustment to interest income and other. The Company has adopted SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended by SFAS No. 138, "Accounting for Derivative Instruments and Certain Hedging Activities." These statements require an entity to recognize all derivative and hedging activities as an asset or liability measured at fair value. Depending on the intended use of the derivative, changes in its fair value will be reported in the period of change as either a component of earnings or a component of other comprehensive income. The Company uses interest rate swaps, designated as cash flow hedges, to manage interest rate risk. The net amount paid or received on interest rate swaps is recognized as an adjustment to interest income and other. Changes in the fair value of a derivative that is highly effective and that is designated and qualifies as a cash-flow hedge are recorded in other comprehensive income to the extent that the derivative is effective as a hedge, until earnings are affected by the variability in cash flows of the designated hedged item. The ineffective portion of the change in fair value of a derivative instrument that qualifies as either a fair-value hedge or a cash-flow hedge is reported in earnings. Changes in the fair value of derivative trading instruments are reported in current period earnings. Outstanding temporary gains and losses are netted together and shown as either a component of other assets or accrued liabilities. STOCK-BASED COMPENSATION 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 Financial Accounting Standards Board ("FASB") Interpretation No. 44, "Accounting for Certain Transactions involving Stock Compensation - an interpretation of APB Opinion No. 25" issued in March 2000, to account for its fixed plan stock options. Under this method, compensation expense is recorded on the date of grant only if the current market price of the underlying stock exceeded the exercise price. SFAS No. 123, "Accounting for Stock-Based Compensation," established accounting and disclosure requirements using a fair value-based method of accounting for stock-based employee compensation plans. As allowed by SFAS No. 123, the Company has elected to continue to apply the intrinsic value-based method of accounting described above, and has adopted the disclosure requirements of SFAS No. 148 "Accounting for Stock-Based Compensation - Transition and Disclosure - an amendment of FASB Statement No. 123." The following table illustrates the effect on net loss if the fair-value-based method had been applied to all outstanding and unvested awards in each period. -8- HORIZON PCS, INC. Notes to Interim Consolidated Financial Statements As of June 30, 2003, and December 31, 2002, And for the Three and Six Months Ended June 30, 2003 and 2002 (unaudited) -------------------------------------------------------------------------------- NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

NET LOSS PER SHARE The Company computes net loss per common share in accordance with SFAS No. 128, "Earnings per Share." Basic and diluted net loss per share available to common stockholders is computed by dividing net loss available to common stockholders for each period by the weighted-average outstanding common shares. No conversion of common stock equivalents has been assumed in the calculations since the effect would be antidilutive. As a result, the number of weighted-average outstanding common shares as well as the amount of net loss per share is the same for basic and diluted net loss per share calculations for all periods presented. There are three items that could potentially dilute basic earnings per share in the future. These items include common stock options, stock purchase warrants and convertible preferred stock. These items will be included in the diluted earnings per share calculation when dilutive. RECENT ACCOUNTING PRONOUNCEMENTS In May 2003, the FASB issued SFAS No.150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity." SFAS No. 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within the scope of SFAS No. 150 as a liability (or an asset in some circumstances). Many of those instruments were previously classified as equity. The application of SFAS No. 150 is not expected to have a material effect on the Company's consolidated financial statements. This Statement is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. In April 2003, the FASB issued SFAS No.149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities." SFAS No. 149 amendments require that contracts with comparable characteristics be accounted for similarly, clarifies when a contract with an initial investment meets the characteristic of a derivative and clarifies when a derivative requires special reporting in the statement of cash flows. SFAS No. 149 is effective for hedging relationships designated and for contracts entered into or modified after June 30, 2003, except for provisions that relate to SFAS No. 133 Statement Implementation Issues that have been effective for fiscal quarters prior to June 15, 2003, which should be applied in accordance with their respective effective dates, and certain provisions relating to forward purchases or sales of when-issued securities or other securities that do not exist, which should be applied to existing contracts as well as new contracts entered into after June 30, 2003. The application of SFAS No. 149 is not expected to have a material effect on the Company's consolidated financial statements. -9- HORIZON PCS, INC. Notes to Interim Consolidated Financial Statements As of June 30, 2003, and December 31, 2002, And for the Three and Six Months Ended June 30, 2003 and 2002 (unaudited) -------------------------------------------------------------------------------- NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure - an amendment of FASB Statement No. 123." This Statement provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, this Statement requires prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The Company adopted the disclosure requirements of SFAS No. 148 as of December 31, 2002, but continues to account for stock compensation costs in accordance with APB Opinion No. 25. In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." This Statement addresses financial accounting and reporting for costs associated with exit or disposal activities by requiring that expenses related to the exit of an activity or disposal of long-lived assets be recorded when they are incurred and measurable. Prior to SFAS No. 146, these charges were accrued at the time of commitment to exit or dispose of an activity. The Company adopted SFAS No. 146 on January 1, 2003, and it did not have a material effect on the Company's financial position, results of operations or cash flows. In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections." SFAS No. 145 addresses the accounting for gains and losses from the extinguishment of debt, economic effects and accounting practices of sale-leaseback transactions and makes technical corrections to existing pronouncements. The Company adopted SFAS No. 145 on January 1, 2003, and it did not have a material effect on the Company's financial position, results of operations or cash flows. In 2002, the FASB's Emerging Issues Task Force, ("EITF"), reached a consensus on Issue 00-21, "Revenue Arrangements with Multiple Deliverables." Issue 00-21 provides guidance on how a vendor should account for arrangements under which it will perform multiple revenue-generating activities. The guidance in this Issue is effective for revenue agreements entered into in fiscal periods beginning after June 15, 2003. The Company is still evaluating the impact this guidance might have on its financial position, results of operations and cash flows. The Company will adopt the guidance in Issue 00-21 as of July 1, 2003. RECLASSIFICATIONS Certain prior year amounts have been reclassified to conform with the 2003 presentation. NOTE 5 - PROPERTY AND EQUIPMENT Property and equipment consists of the following:

During the six months ended June 30, 2003, the Company incurred a loss of approximately $216,000 related to disposal of assets from two of our closed retail stores and a planned store that never opened. During the six months ended June 30, 2002, the Company retired certain network assets and replaced them with equipment to upgrade the network resulting in a loss of approximately $641,000. -10- HORIZON PCS, INC. Notes to Interim Consolidated Financial Statements As of June 30, 2003, and December 31, 2002, And for the Three and Six Months Ended June 30, 2003 and 2002 (unaudited) -------------------------------------------------------------------------------- NOTE 5 - PROPERTY AND EQUIPMENT (CONTINUED) During the six months ended June 30, 2003, the Company recorded a liability of $22,600 and a cumulative change in accounting principle of $9,570 related to the adoption SFAS No. 143 for potential costs associated with certain asset retirement obligations. The cumulative change in accounting principle is included in "interest income and other, net" on the accompanying statement of operations. During the second quarter of 2003, the Company reduced the book value of the network assets related to an impairment recorded on property and equipment discussed below in Note 6. NOTE 6 - IMPAIRMENT OF ASSETS The Company was not in compliance with the loan covenants as of June 30, 2003. This created the need for an impairment assessment of its intangible assets and property and equipment as required by SFAS No. 144. Therefore, the Company projected future undiscounted cash flows and determined they were insufficient to recover the carrying amounts for the intangible assets and property and equipment. This required the Company to recognize an impairment loss for the excess of carrying value over fair value. To determine fair value, the Company performed a valuation utilizing a cost approach adjusted for items such as technological and functional obsolescence as appropriate. The Company determined that the carrying value of the intangible assets exceeded the fair value of the assets. As a result, the Company recorded impairment on the intangible assets of approximately $39,152,000. As a result of the impairment charge, the Company recorded a tax benefit of $6,031,000 due to the reduction of a deferred tax liability related to the intangibles. As of June 30, 2003, net deferred income taxes were zero. Additionally, the Company determined the fair market value of the property and equipment was less than the carrying value of the assets. As a result, the Company recorded an impairment on property and equipment of approximately $34,609,000. During 2002, the Company launched switches in Tennessee and Pennsylvania and disconnected some switching equipment in Chillicothe, Ohio. As a result, approximately $6.2 million of switching equipment was considered an impaired asset as defined by SFAS No. 144. Accordingly, impairment expense for the three and six months ended June 30, 2002, includes approximately $3.5 million of expense related to the impaired assets. The total amount of depreciation recorded to date on this equipment was approximately $5.6 million. This equipment was sold for book value during 2003. NOTE 7 - LONG-TERM DEBT The components of long-term debt outstanding are as follows:

-11- HORIZON PCS, INC. Notes to Interim Consolidated Financial Statements As of June 30, 2003, and December 31, 2002, And for the Three and Six Months Ended June 30, 2003 and 2002 (unaudited) -------------------------------------------------------------------------------- NOTE 7 - LONG-TERM DEBT (CONTINUED) As of June 30, 2003, the Company was not in compliance with the covenants under the agreement for the senior credit facility; therefore, the Company's indebtedness is classified as short-term. On August 15, 2003, the lenders accelerated the indebtedness under the senior credit facility. The acceleration also caused a default under the Company's senior notes and discount notes. Therefore, all of the Company's long-term debt has been classified as short-term as of June 30, 2003. The Company's secured credit facility includes financial covenants including restrictions of the Company's ability to draw on the $95.0 million line of credit. Due to the aforementioned covenant violation, the entire $95.0 million line of credit is unavailable. On August 15, 2003, the Company and its subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code. Please see note 11 for further information. NOTE 8 - COMMITMENTS AND CONTINGENCIES SPRINT 3G DEVELOPMENT FEES Over the past 18 months, Sprint increased service fees in connection with its development of 3G-related back-office systems and platforms. The Company, along with other PCS affiliates of Sprint, is currently disputing the validity of Sprint's right to pass through this fee to the affiliates. If this dispute is resolved unfavorably to the Company, then Horizon PCS will incur additional expenses. As of June 30, 2003, the Company has not recorded or paid amounts billed by Sprint for 3G development costs of approximately $1,100,000. OPERATING LEASES The Company leases office space and various equipment under several operating leases. In addition, the Company has tower lease agreements with third parties whereby the Company leases towers for substantially all of the Company's cell sites. The tower leases are operating leases with a term of five to ten years with three consecutive five-year renewal option periods. In addition, the Company receives a site development fee from a tower lessor for certain tower sites which the lessor constructs on behalf of the Company. The Company also leases space for its retail stores. At June 30, 2003, the Company leased 42 stores, operating throughout its territories. See Note 10 for additional detail on stores closing after June 30, 2003. LEGAL MATTERS The Company is party to legal claims arising in the normal course of business. Although the ultimate outcome of the claims cannot be ascertained at this time, it is the opinion of management that none of these matters, when resolved, will have a material adverse impact on the Company's results of operations or financial condition. GUARANTEES The discount notes and senior notes are guaranteed by the Company's existing subsidiaries, HPC and Bright PCS, and will be guaranteed by the Company's future domestic restricted subsidiaries. The Company has no independent assets or operations apart from its subsidiaries. The guarantees are general unsecured obligations. Each guarantor unconditionally guarantees, jointly and severally, on a senior subordinated basis, the full and punctual payment of principal premium and liquidated damages, if any, and interest on the discount notes when due. If the Company creates or acquires unrestricted subsidiaries and foreign restricted subsidiaries, these subsidiaries need not be guarantors. STORE CLOSINGS During the first quarter of 2003 the Company closed two retail stores. In conjunction with these closings, we recorded a liability and corresponding lease expense of approximately $97,000 representing the net present value of the remaining lease obligations, net of the anticipated sublease revenues. See Note 10 for additional detail on stores closing after June 30, 2003. -12- HORIZON PCS, INC. Notes to Interim Consolidated Financial Statements As of June 30, 2003, and December 31, 2002, And for the Three and Six Months Ended June 30, 2003 and 2002 (unaudited) -------------------------------------------------------------------------------- NOTE 8 - COMMITMENTS AND CONTINGENCIES (CONTINUED) NTELOS NETWORK AGREEMENT In August 1999, the Company entered into a wholesale network services agreement with the West Virginia PCS Alliance and the Virginia PCS Alliance (the "Alliances"), two related, independent PCS providers whose network is managed by NTELOS. Under the network services agreement, the Alliances provide the Company with the use of and access to key components of their network in most of HPCS' markets in Virginia and West Virginia. The initial term was through June 8, 2008, with four automatic ten-year renewals. This agreement was amended in the third quarter of 2001 to provide for a minimum monthly fee to be paid by the Company through December 31, 2003. The minimum monthly fee includes a fixed number of minutes to be used by the Company's subscribers. The Company incurs additional per minute charges for minutes used in excess of the fixed number of minutes allotted each month. The aggregate amount of future minimum payments for the full year ended December 31, 2003 is $38,600,000. Total costs recorded, for both fixed and variable charges incurred by the NTELOS agreement, were approximately $20,467,000 and $14,429,000 for the six months ended June 30, 2003 and 2002, respectively and approximately $33,036,000, for the year ended December 31, 2002. On March 4, 2003, NTELOS and certain of its subsidiaries filed voluntarily petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Eastern District of Virginia. The results of NTELOS' restructuring could have a material adverse impact on our operations. Pursuant to bankruptcy law, the Alliances have the right to assume or reject the network services agreement. If the Alliances reject the network services agreement, we will lose the ability to provide service to our subscribers in Virginia and West Virginia and will be in breach of our management agreements with Sprint. ASSET RETIREMENT OBLIGATION The Company owns three of the towers within its wireless network. Under the provisions of SFAS No. 143, which the Company adopted on January 1, 2003, a liability and a corresponding asset in the amount of approximately $23,000 were recorded on January 1, 2003 for the legal obligation the Company has to remove these towers and make necessary improvements to bring the site to its original condition at the end of the land lease term. A one-time charge of approximately $10,000 for the cumulative change in accounting policy is included in "Interest income and other, net" for the six months ended June 30, 2003. The balance of the asset will be depreciated over the remaining lives of the land leases associated with the towers. NOTE 9 - RELATED PARTIES The Company has non-interest-bearing receivables from affiliate companies (other subsidiaries of the Parent) related to advances made to and services received from these affiliated companies. At June 30, 2003, the Company had a receivable from the affiliates related to prepayments. The balances due from related parties as of June 30, 2003, and December 31, 2002, are as follows:

During the six months ended June 30, 2003 and 2002, affiliated companies provided the Company administrative services including financial, regulatory, human resource and other support services. These services are provided under agreements that have a term of three years, with the right to renew the agreement for additional one-year terms each year thereafter. The cost of the management services for the six months ended June 30, 2003 and 2002, were approximately $2,800,000 and $2,700,000, respectively. -13- HORIZON PCS, INC. Notes to Interim Consolidated Financial Statements As of June 30, 2003, and December 31, 2002, And for the Three and Six Months Ended June 30, 2003 and 2002 (unaudited) -------------------------------------------------------------------------------- NOTE 10 - SUBSEQUENT EVENTS On July 28, 2003, the Company implemented a company-wide work force reduction to further reduce costs that are within the Company's control. The employment of approximately 300 employees has been terminated, and the Company has closed approximately 19 of its 42 company-owned sales and service centers to reduce costs in areas where revenues are not currently meeting criteria for return on investment. The Company is also converting approximately 13 of its other company-owned sales and service centers to customer service centers. The Company expects to record a restructuring charge in the third quarter of 2003 but has not yet determined the financial impact. NOTE 11 - SUBSEQUENT EVENT - BANKRUPTCY Voluntary Bankruptcy Filing. On August 15, 2003, Horizon PCS, Inc., a Delaware corporation (the "Company"), Horizon Personal Communications, Inc., an Ohio corporation and subsidiary of the Company ("Percom") and Bright Personal Communications Services LLC, an Ohio limited liability company and subsidiary of the Company ("Bright") (the Company, Bright, and Percom collectively, the "Debtors"), filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the Southern District of Ohio (the "Bankruptcy Court"). The Debtors expect to continue to manage their properties and operate their businesses in the ordinary course of business as "debtors-in- possession" subject to the supervision and orders of the Bankruptcy Court pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code (the "Bankruptcy Case"). In general, as a debtor-in-possession, the Company is authorized under Chapter 11 to continue to operate as an ongoing business, but may not engage in transactions outside the ordinary course of business without the prior approval of the Bankruptcy Court. Under Section 362 of the Bankruptcy Code, the filing of a bankruptcy petition automatically stays most actions against the Company, including most actions to collect pre-petition indebtedness or to exercise control of the property of the Company's estate. Absent an order of the Bankruptcy Court, substantially all pre-petition liabilities will be subject to settlement under a plan of reorganization. Under Section 365 of the Bankruptcy Code, the Company may assume or reject certain executory contracts and unexpired leases, including leases of real property, subject to the approval of the Bankruptcy Court and certain other conditions. In general, rejection of an unexpired lease or executory contract is treated as a pre-petition breach of the lease or contract in question. Counterparties to these rejected contracts or leases may file proofs of claim against the Company's estate for damages relating to such breaches. The United States Trustee for the Southern District of Ohio will appoint an official committee of unsecured creditors (the "Creditors' Committee"). The Creditors' Committee and its legal representatives have a right to be heard on all matters that come before the Bankruptcy Court. The rights and claims of various creditors and security holders will be determined by a plan of reorganization that is confirmed by the Bankruptcy Court. Under the priority rules established by the Bankruptcy Code, certain post-petition liabilities and pre-petition liabilities are given priority over pre-petition indebtedness and need to be satisfied before unsecured creditors or stockholders are entitled to any distribution. -14- HORIZON PCS, INC. Notes to Interim Consolidated Financial Statements As of June 30, 2003, and December 31, 2002, And for the Three and Six Months Ended June 30, 2003 and 2002 (unaudited) -------------------------------------------------------------------------------- NOTE 11 - SUBSEQUENT EVENT - BANKRUPTCY (CONTINUED) Reorganization Plan. In order to exit Chapter 11 successfully, the Company will need to propose, and obtain confirmation by the Bankruptcy Court of, a plan of reorganization (the "Reorganization Plan") that satisfies the requirements of the Bankruptcy Code. As provided by the Bankruptcy Code, the Company initially has the exclusive right to solicit a plan of reorganization for 120 days from the date of filing its petition for relief. At this time, it is not possible to predict accurately the effect of the Chapter 11 reorganization process on the Company's business, creditors or stockholders or when the Company may emerge from Chapter 11. The Company's future results depend on the timely and successful confirmation and implementation of a plan of reorganization. The Bankruptcy Case was commenced in order to implement a comprehensive financial restructuring of the Company, including the senior credit facility, the senior notes, the discount notes and preferred and common equity securities. No Reorganization Plan has been submitted to the Bankruptcy Court. It is likely that, in connection with a final Reorganization Plan, the liabilities of the Company will be found in the Bankruptcy Case to exceed the fair value of its assets. This would result in claims being paid at less than 100% of their face value and holders of preferred and common stock being entitled to little or no recovery. At this time, it is not possible to predict with certainty the outcome of the bankruptcy proceedings. Accounting Impact. The Company will be required to follow the provisions of Statement of Position 90-7 "Financial Reporting by Entities in Reorganization Under the Bankruptcy Code" ("SOP 90-7"). Pursuant to SOP 90-7, the Company's pre-petition liabilities that are subject to compromise will be reported separately on the balance sheet as an estimate of the amount that will ultimately be allowed by the Bankruptcy Court. SOP 90-7 also requires separate reporting of certain expenses, realized gains and losses and provisions for losses related to the bankruptcy filing as reorganization items. At June 30, 2003, no adjustments have been made in the consolidated financial statements to reflect the provisions of SOP 90-7. Going Concern. Our independent auditors have issued their Independent Auditors' Report on the Company's consolidated financial statements for the fiscal year ended December 31, 2002 with an explanatory paragraph regarding the Company's ability to continue as a going concern. The consolidated financial statements have been prepared on a going concern basis, which contemplates continuity of operations, realization of assets and satisfaction of liabilities in the ordinary course of business. However, as a result of recurring operating losses, such realization of assets and satisfaction of liabilities are subject to uncertainty, which raises substantial doubt about the Company's ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. -15- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis should be read in conjunction with the consolidated financial statements and the related notes. FORWARD-LOOKING STATEMENTS This quarterly report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), which can be identified by the use of forward-looking terminology such as: "may", "might", "could", "would", "believe", "expect", "intend", "plan", "seek", "anticipate", "estimate", "project" or "continue" or the negative thereof or other variations thereon or comparable terminology. All statements other than statements of historical fact included in this quarterly report on Form 10-Q, including without limitation, the statements under "ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations" and "ITEM 5. Other Information" and located elsewhere herein regarding our financial position and liquidity are forward-looking statements. These forward-looking statements also include, but are not limited to: o estimates of current and future population for our markets; o forecasts of growth in the number of consumers and businesses using personal communication services; o estimates for churn and ARPU (defined below); o statements regarding our plans for and costs of the build-out of our PCS network; o statements regarding our anticipated revenues, expense levels, liquidity and capital resources and projections of when we will achieve break-even or positive EBITDA and operating cash flow; and o the anticipated impact of recent accounting pronouncements. Although we believe the expectations reflected in such forward-looking statements are reasonable, we can give no assurance such expectations will prove to have been correct. Important factors with respect to any such forward-looking statements, including certain risks and uncertainties that could cause actual results to differ materially from our expectations (Cautionary Statements), are disclosed in this quarterly report on Form 10-Q, including, without limitation, in conjunction with the forward-looking statements included in this quarterly report on Form 10-Q. Important factors that could cause actual results to differ materially from those in the forward-looking statements included herein include, but are not limited to: o our filing of a petition under Chapter 11 of the Bankruptcy Code; o our breach of a financial covenant in the credit agreement for our senior secured credit facility, and the acceleration of the senior secured debt by the lenders; o our ability to continue as a going concern; o our significant level of indebtedness; o the nature and amount of the fees that Sprint charges us for back office services; o our potential need for additional capital or the need for refinancing existing indebtedness; o our dependence on our affiliation with Sprint and our dependence on Sprint's back office services; o the need to successfully complete the build-out of our portion of the Sprint PCS network on our anticipated schedule; o changes or advances in technology and the acceptance of new technology in the marketplace; -16- o competition in the industry and markets in which we operate; o the potential to continue to experience a high rate of customer turnover; o our lack of operating history and anticipation of future losses; o potential fluctuations in our operating results; o our ability to attract and retain skilled personnel; o changes in government regulation; and o general political, economic and business conditions. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the Cautionary Statements. See "Item 5. Other Information" for further information regarding several of the risks and uncertainties. SUBSEQUENT EVENTS Based primarily upon the failure of our attempt to negotiate a restructuring of the fees paid to Sprint, on July 28, 2003, we implemented a company-wide work force reduction to further reduce costs that are within our control. The employment of approximately 300 employees has been terminated, and we have closed approximately 19 of our 42 company-owned sales and service centers to reduce costs in areas where revenues are not currently meeting criteria for return on investment. We are also converting approximately 13 of its other company-owned sales and service centers to customer service centers. The Company expects to record a restructuring charge in the third quarter but has not determined the financial impact. In connection with our cost reduction efforts, we have significantly reduced work on the expansion of its network and the enhancement of its network capacity. We expect the reduction in work force and network improvements to have a significant impact on our results of operations for the remaining six months of 2003. On August 15, 2003, the Company and its subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code. RESULTS OF OPERATIONS THREE MONTHS ENDED JUNE 30, 2003 COMPARED TO THREE MONTHS ENDED JUNE 30, 2002 KEY METRICS Horizon PCS provides certain financial measures that are calculated in accordance with accounting principles generally accepted in the United States ("GAAP") and adjustments to GAAP ("non-GAAP") to assess the company's financial performance. In addition, we use certain non-financial terms, such as churn, which are metrics used in the wireless communications industry and are not measures of financial performance under GAAP. The non-GAAP financial measures reflect standard measures of liquidity, profitability or performance and the non-financial metrics reflect industry conventions, both of which are commonly used by the investment community for comparability purposes. The non-GAAP financial measures should be considered in addition to, not as substitutes for, the information prepared in accordance with GAAP. Customer Additions. As of June 30, 2003, we provided personal communication service ("PCS") directly to approximately 310,000 customers. For the three months ended June 30, 2003 and 2002, the Company's net subscribers increased by approximately 15,100 and 12,400 customers, respectively. Gross activations during the second quarter of 2003 were 15% higher than the same period in 2002. Our subscriber base at June 30, 2003 consists of approximately 75% prime credit class customers compared to approximately 67% at June 30, 2002. We have focused our efforts on adding better quality customers in an effort to reduce churn and lower our bad debt exposure. In July 2003,we reduced our workforce and began -17- closing retail centers to reduce costs. We expect our customer additions to be significantly reduced beginning in the third quarter of 2003. Cost Per Gross Addition. CPGA summarizes the average cost to acquire new subscribers during the period. CPGA is the income statement components of selling and marketing and cost of equipment (net of equipment revenue), divided by the total new subscribers acquired during the period. CPGA was $359 for the three months ended June 30, 2003, compared to $364 for the three months ended June 30, 2002. This decrease is primarily the result of greater gross additions. Beginning in the third quarter, we expect CPGA to increase due in part to a reduction in new customers to offset fixed costs on a per customer basis. Cash Cost Per User. CCPU is the cash costs per period to operate the business on a per user basis consisting of cost of service and general and administrative expenses, divided by the average subscribers for the period and divided by the number of months in the period. CCPU was $65 for the three months ended June 30, 2003, compared to $77 for the three months ended June 30, 2002. This decrease is primarily the result of an increase in our subscriber base. CCPU is expected to decrease going forward due to our workforce reductions. Churn. Churn is the monthly rate of customer turnover that results from both voluntarily and involuntarily discontinued service during the month. Churn is computed by dividing the number of customers that discontinued service during the month, net of 30-day returns, by the beginning customer base for the period. Quarterly churn is an average of the three months in the quarter. Churn for the three months ended June 30, 2003, was 2.7% compared to 3.2% for the three months ended June 30, 2002. This decrease in churn is a result of our efforts to increase the credit quality of our subscriber base. We believe that it is likely that churn will increase as a result of our actions taken on July 28, 2003, discussed above, possibly substantially. Average Revenue Per Unit. ARPU summarizes the average monthly revenue per customer. ARPU is computed by dividing service revenue and roaming revenues for the period by the average subscribers for the period, and dividing by the number of months in the period. The following summarizes the components of ARPU for the three months ended June 30: 2003 2002 ------------- ------------- Service revenues Recurring......................... $ 40 $ 40 Minute sensitive.................. 9 13 Features and other................ 4 3 ------------- ------------- Total service revenues.......... 53 56 ------------- ------------- Roaming revenues..................... 15 19 ------------- ------------- ARPU.......................... $ 68 $ 75 ------------- ------------- ARPU from minute sensitive revenues has declined as recent service plans are offering more minutes at a lower monthly charge due to increased competition in the wireless industry. These additional minutes have driven down the ARPU received when customers use more minutes than their plan allows. We anticipate this trend to continue on voice-only service plans. The reduction in the reciprocal roaming rate between Sprint and its PCS affiliates has caused a decline in the roaming ARPU. The Sprint PCS reciprocal roaming rate decreased to $0.058 per minute on January 1, 2003, compared to $0.10 during 2002. This rate decrease lowered revenue from the reciprocal roaming with Sprint and its PCS affiliates by approximately 42% for the second quarter of 2003. -18- The following tables reconcile the non-GAAP financial measures discussed above for the three months ended June 30.

RESULTS OF OPERATIONS Revenues. The following table sets forth a breakdown of our revenues by type for the three months ended June 30:

Subscriber revenues. Subscriber revenues for the three months ended June 30, 2003, were approximately $47.9 million, compared to approximately $37.1 million for the three months ended June 30, 2002, an increase of approximately $10.8 million. The growth in subscriber revenues is primarily the result of the growth in our customer base. We provided PCS services to approximately 310,000 customers at June 30, 2003, compared to approximately 235,100 at June 30, 2002. The growth in subscriber revenue was reduced by decreases in ARPU resulting from lower minute sensitive revenue as subscribers are purchasing plans with more minutes included. We expect subscriber revenue to fall below or remain at their current levels for the remainder of the year. Roaming revenues. Roaming revenues remained relatively flat from approximately $13.1 million during the three months ended June 30, 2002, to approximately $13.6 million for the three months ended June 30, 2002, an increase of approximately $500,000. This reflects an increase in the number of -19- roaming minutes of approximately 51% offset by a decrease in the rate paid by Sprint for roaming. Excluding the effects of a change in the reciprocal roaming rate, we expect roaming revenues to remain at similar levels for the remainder of the 2003. Equipment revenues. Equipment revenues for the three months ended June 30, 2003, were approximately $2.1 million, compared to approximately $1.6 million for the three months ended June 30, 2002, representing an increase of approximately $500,000. The increase is attributable to an increase in the number of handsets sold. We expect the reduction in the number of company-owned Sprint PCS retail outlets to have a negative effect on equipment revenues. Cost of service. Cost of service for the three months ended June 30, 2003, was approximately $46.9 million, compared to approximately $41.6 million for the three months ended June 30, 2002, an increase of approximately $5.3 million. This increase reflects an the increase in costs incurred under our network services agreement with the Alliances of approximately $3.0 million, as a result of an increase in usage charges, due in part to our subscriber growth during the last half of 2002 and the first half of 2003. Additionally, cost of service in 2003 was higher than 2002 due to the increase in network operations, including tower lease expense, circuit costs and payroll expense, of approximately $700,000. Growth in our customer base resulted in increased customer care, activations, and billing expense of approximately $1.0 million and other variable expenses, including increased switching and national platform expenses of approximately $800,000. The increase in cost of service was offset by a decrease in long distance charges of approximately $200,000 due to enhancement of our network capabilities. The workforce reduction discussed above is expected to have a positive impact on our cost of service. Cost of equipment. Cost of equipment for the three months ended June 30, 2003, was approximately $5.1 million, compared to approximately $3.7 million for the three months ended June 30, 2002, an increase of approximately $1.4 million. The increase in the cost of equipment is the result of the growth in our wireless customers. We sold approximately 27,400 handsets through our direct sales channels during the three months ended June 30, 2003, compared to approximately 20,900 during the same period in 2002. This was partially offset by the decreasing unit cost of the handsets. For competitive and marketing reasons, we have sold handsets to our customers below our cost and expect to continue to sell handsets at a price below our cost for the foreseeable future. Overall we expect cost of equipment to decline as an effect of the reduction in company-owned Sprint PCS retail stores. Selling and marketing expenses. Selling and marketing expenses increased to approximately $12.4 million for the three months ended June 30, 2003, compared to approximately $10.9 million for the three months ended June 30, 2002, an increase of approximately $1.5 million. This includes an increase in marketing and advertising in our sales territory of approximately $600,000, an increase in subsidies and rebates on handsets sold by third parties of approximately $200,000 and an increase in commissions paid to third parties of approximately $700,000. Selling and marketing expenses increased due to higher activations in the second quarter of 2003. We expect significant reductions in selling and marketing expense due to the workforce reduction and corporate strategy of limiting our subscriber additions. General and administrative expenses. General and administrative expenses for the three months ended June 30, 2003, were approximately $11.6 million compared to approximately $10.3 million in for the three months ended June 30, 2002, an increase of approximately $1.3 million. The increase reflects an increase in the Sprint PCS management fee of approximately $1.0 million, an increase in fees paid for outside financial services including bank group consultants, financial advisors, and legal advice of approximately $1.0 million and other general expenses of approximately $1.1 million. The increase was offset by a decrease in the provision for doubtful accounts of approximately $1.8 million as we continue to see positive effects from the increased credit quality of our subscriber base. Non-cash compensation expense. We recorded approximately $200,000 and $200,000 for the three months ended June 30, 2003 and 2002, respectively, for certain stock options granted in November 1999. Depreciation and amortization expense. Depreciation and amortization expenses increased by approximately $800,000 to a total of approximately $10.3 million during the three months ended June 30, 2003. The increase reflects the continuing construction of our network as we funded approximately $63.1 million of capital expenditures during 2002. -20- Impairment of intangible assets and property and equipment We were not in compliance with the loan covenants as of June 30, 2003. This created the need for an impairment assessment of our intangible assets and property and equipment as required by SFAS No. 144. As a result the Company recorded impairment on the intangible assets of approximately $39.2 million and on the property and equipment of approximately $34.6 million. During the second quarter of 2002, the Company had approximately $6.2 million of switching equipment become impaired as defined by SFAS No. 144. Accordingly, impairment expense for the three months ended June 30, 2002, includes $3.5 million of expense related to the impaired assets. We performed these valuations utilizing the best information available at the time. These impairment charges represent an estimate that may change in the future. Gain on sale of property and equipment. During the three months ended June 30, 2003, we incurred a gain of approximately $41,000 related to related to the disposal of various assets. Interest income and other, net. Interest income and other income for the three months ended June 30, 2003, was approximately $200,000 compared to approximately $1.0 million in 2002 and consisted primarily of interest income. This decrease was due primarily to a lower average balance of cash investments during the second quarter of 2003 as compared to the same period in 2002 and lower short-term interest rates. Interest expense, net. Interest expense for the three months ended June 30, 2003, was approximately $17.0 million, compared to approximately $15.5 million in 2002. At June 30, 2003, the interest rate on the $105.0 million term loan A borrowed under our secured credit facility was 5.10%, while the interest rate on the $50.0 term loan B was 5.60%. Interest expense on the secured credit facility was $2.3 million and $2.9 million during the three months ended June 30, 2003 and 2002, respectively. Interest expense on the discount notes was approximately $7.8 million and $6.8 million during the three months ended June 30, 2003 and 2002, respectively. On June 15, 2002, we began making semi-annual interest payments on our senior notes issued in December 2001 at an annual rate of 13.75%. Interest expense accrued on the senior notes was approximately $6.0 million during the both three months ended June 30, 2003 and 2002. Under the terms of the senior notes, cash to cover the first four semi-annual interest payments was placed in an escrow account. Interest expense also includes approximately $800,000 and $600,000 during the three months ended June 30, 2003 and 2002, respectively, of amortization from the deferred financing fees related to our secured credit facility, our discount notes and our senior notes. Also contributing to interest expense was approximately $300,000 and $200,000 during the three months ended June 30, 2003 and 2002, respectively, in commitment fees we paid on the unused portion of our secured credit facility. Capitalized interest during the three months ended June 30, 2003 and 2002, was approximately $200,000 and $1.0 million, respectively. Income tax benefit. As a result of the impairment charge, we recorded a tax benefit of approximately $6.0 million due to the reduction of a deferred tax liability related to the intangibles. As of June 30, 2003, net deferred income taxes were zero. Preferred stock dividend. On May 1, 2001, our convertible preferred stock began paying a stock dividend at the rate of 7.5% per annum, payable semi-annually. The dividends are paid with additional shares of convertible preferred stock. Through June 30, 2003, we have issued an additional 5,486,298 shares of convertible preferred stock in payments of all dividends through April 30, 2003, including 1,141,206 shares on May 1, 2003. Other comprehensive income (loss). During 2001, we entered into two two-year interest rate swaps, effectively fixing $50.0 million of the term loan B borrowed under the secured credit facility. The first swap expired on January 27, 2003, and the amounts effected remain unhedged. We do not expect the effect of the remaining swap to have a material impact to interest expense for the remainder of its life. Other comprehensive income of approximately $100,000 was recorded for the three months ended June 30, 2003. -21- RESULTS OF OPERATIONS SIX MONTHS ENDED JUNE 30, 2003 COMPARED TO SIX MONTHS ENDED JUNE 30, 2002 KEY METRICS Customer Additions. For the six months ended June 30, 2003 and 2002, the Company's net subscribers increased by approximately 39,100 and 41,000 customers, respectively. Gross activations during the first six months of 2003 were 7% higher than the same period in 2002. We expect our customer additions to be significantly reduced beginning in the third quarter of 2003. Cost Per Gross Addition. CPGA was $337 for the six months ended June 30, 2003, compared to $351 for the six months ended June 30, 2002. This decrease is primarily the result of an increase in gross activations in 2003 compared to 2002. Beginning in the third quarter, we expect CPGA to increase due in part to a reduction in new customers to offset fixed costs on a per customer basis. Cash Cost Per User. CCPU was $64 for the six months ended June 30, 2003, compared to $76 for the six months ended June 30, 2002. This decrease is primarily the result of an increase in our subscriber base. CCPU is expected to decrease going forward due to our workforce reductions. Churn. Churn for the six months ended June 30, 2003, was 2.8% compared to 3.2% for the six months ended June 30, 2002. This decrease in churn is a result of our efforts to increase the credit quality of our subscriber base. We believe that it is likely that churn will increase as a result of our actions taken on July 28, 2003, discussed above, possibly substantially. Average Revenue Per Unit. The following summarizes the components of ARPU for the six months ended June 30:

ARPU from minute sensitive revenues has declined as recent service plans are offering more minutes at a lower monthly charge due to increased competition in the wireless industry. These additional minutes have driven down the ARPU received when customers use more minutes than their plan allows. We anticipate this trend to continue on voice-only service plans. The reduction in the reciprocal roaming rate between Sprint and its PCS affiliates has caused a decline in the roaming ARPU. The Sprint PCS reciprocal roaming rate decreased to $0.058 per minute on January 1, 2003, compared to $0.10 during the first quarter of 2002. This rate decrease lowered revenue from the reciprocal roaming with Sprint and its PCS affiliates by approximately 42% for 2003. -22- The following tables reconcile the non-GAAP financial measures discussed above for the six months ended June 30.

RESULTS OF OPERATIONS Revenues. The following table sets forth a breakdown of our revenues by type: For the Six Months Ended June 30, ---------------------------------------- (Dollars in thousands) 2003 2002 ------------------- ------------------- Amount % Amount % ----------- ------ ----------- ------ Subscriber revenues $ 91,437 75% $ 72,116 72% Roaming revenues 27,377 22% 23,935 24% Equipment revenues 3,889 3% 3,973 4% ----------- ------ ----------- ------ Total revenues $ 122,703 100% $ 100,024 100% =========== ====== =========== ====== Subscriber revenues. Subscriber revenues for the six months ended June 30, 2003, were approximately $91.4 million, compared to approximately $72.1 million for the six months ended June 30, 2002, an increase of approximately $19.3 million. The growth in subscriber revenues is primarily the result of the growth in our customer base. We provided PCS service to approximately 310,000 customers at June 30, 2003, compared to approximately 235,100 at June 30, 2002. The growth in subscriber revenue was reduced by decreases in ARPU resulting from lower minute sensitive revenue as subscribers are purchasing plans with more minutes included. We expect subscriber revenue to fall below or remain at their current levels for the remainder of the year. Roaming revenues. Roaming revenues increased from approximately $23.9 million during the six months ended June 30, 2002, to approximately $27.4 million for the six months ended June 30, 2002, an increase of approximately $3.5 million. This increase resulted from launching additional markets over the past year as well as expanding roaming agreements with wireless carriers, offset by the decrease in the reciprocal roaming rate described above. Excluding the effects of a change in the reciprocal roaming rate, we expect roaming revenues to remain at similar levels for the remainder of the 2003. -23- Equipment revenues. Equipment revenues for the six months ended June 30, 2003, were approximately $3.9 million, compared to approximately $4.0 million for the six months ended June 30, 2002, representing a decrease of approximately $100,000. The decrease is attributable to a decline in the sales price of handsets as the average sales price, net of discounts and rebates, decreased to $67 for the six months ended June 30, 2003, from $107 for the same period in 2002, partially offset by an increase in the number of handsets sold. We expect the reduction in the number of company-owned Sprint PCS retail outlets to have a negative effect on equipment revenues. Cost of service. Cost of service for the six months ended June 30, 2003, was approximately $90.7 million, compared to approximately $77.4 million for the six months ended June 30, 2002, an increase of approximately $13.3 million. This increase reflects an the increase in roaming expense and long distance charges of approximately $1.4 million and the increase in costs incurred under our network services agreement with the Alliances of approximately $6.0 million, both as a result of our subscriber growth during the last half of 2002 and the first half of 2003. Additionally, cost of service in 2003 was higher than 2002 due to the increase in network operations, including tower lease expense, circuit costs and payroll expense, of approximately $2.1 million. Growth in our customer base resulted in increased customer care, activations, and billing expense of approximately $2.2 million and other variable expenses, including increased switching and national platform expenses of approximately $1.6 million. The workforce reduction discussed above is expected to have a positive impact on our cost of service. Cost of equipment. Cost of equipment for the six months ended June 30, 2003, was approximately $10.8 million, compared to approximately $8.7 million for the six months ended June 30, 2002, an increase of approximately $2.1 million. The increase in the cost of equipment is the result of the growth in our wireless customers. We sold approximately 58,400 handsets through our direct sales channels during the six months ended June 30, 2003, compared to approximately 37,100 during the same period in 2002. This was partially offset by the decreasing unit cost of the handsets. For competitive and marketing reasons, we have sold handsets to our customers below our cost and expect to continue to sell handsets at a price below our cost for the foreseeable future. Overall we expect cost of equipment to decline as an effect of the reduction in company-owned Sprint PCS retail stores. Selling and marketing expenses. Selling and marketing expenses decreased to approximately $24.8 million for the six months ended June 30, 2003, compared to approximately $25.6 million for the six months ended June 30, 2002, a decrease of approximately $800,000. This decease is attributable to a decline in subsidies paid to third parties of approximately $800,000. We expect significant reductions in selling and marketing expense due to the workforce reduction and corporate strategy of limiting our subscriber additions. General and administrative expenses. General and administrative expenses for the six months ended June 30, 2003, were approximately $20.7 million compared to approximately $19.4 million in for the six months ended June 30, 2002, an increase of approximately $1.3 million. The increase reflects an increase in the Sprint PCS management fee of approximately $1.8 million, an increase in fees paid for outside financial services including bank group consultants, financial advisors, and legal advice of approximately $1.4 million and other general expenses of approximately $2.0 million. The increase was offset by a decrease in the provision for doubtful accounts of approximately $3.9 million as we continue to see positive effects from the increased credit quality of our subscriber base. In addition, the decrease in the provision for doubtful accounts was partially due to an approximately $900,000 non-recurring credit received from Sprint related to deposits that should have offset amounts previously written-off. Sprint corrected its error by rightfully remitting these funds to us in the first quarter of 2003. Non-cash compensation expense. We recorded approximately $300,000 and $300,000 for the three months ended June 30, 2003 and 2002, respectively, for certain stock options granted in November 1999. Stock-based compensation expense will continue to be recognized through the conclusion of the vesting period for these options in 2005. The annual non-cash compensation expense expected to be recognized for these stock options is approximately $600,000 in 2003, $200,000 in 2004, and $100,000 in 2005. Depreciation and amortization expense. Depreciation and amortization expenses increased by approximately $3.8 million to a total of approximately $21.2 million during the six months ended June 30, 2003. The increase reflects -24- the continuing construction of our network as we funded approximately $63.1 million of capital expenditures during 2002. Impairment of intangible assets and property and equipment We were not in compliance with the loan covenants as of June 30, 2003. This created the need for an impairment assessment of our intangible assets and property and equipment as required by SFAS No. 144. As a result the Company recorded impairment on the intangible assets of approximately $39.2 million and on the property and equipment of approximately $34.6 million. During the second quarter of 2002, the Company had approximately $6.2 million of switching equipment become impaired as defined by SFAS No. 144. Accordingly, impairment expense for the three months ended June 30, 2002, includes $3.5 million of expense related to the impaired assets. We performed these valuations utilizing the best information available at the time. These impairment charges represent an estimate that may change in the future. Loss on sale of property and equipment. During the six months ended June 30, 2003, we incurred a loss of approximately $200,000 related to the disposal of assets from two of our closed retail stores and a planned store that never opened. Interest income and other, net. Interest income and other income for the six months ended June 30, 2003, was approximately $500,000 compared to approximately $1.7 million in 2002 and consisted primarily of interest income. This decrease was due primarily to a lower average balance of cash investments during 2003 as compared to 2002 and lower short-term interest rates. Interest expense, net. Interest expense for the six months ended June 30, 2003, was approximately $33.3 million, compared to approximately $28.2 million in 2002. At June 30, 2003, the interest rate on the $105.0 million term loan A borrowed under our secured credit facility was 5.10%, while the interest rate on the $50.0 term loan B was 5.60%. Interest expense on the secured credit facility was $4.7 million and $3.9 million during the six months ended June 30, 2003 and 2002, respectively. We accrue interest at a rate of 14.00% annually on our discount notes issued in September 2000 and will pay interest semi-annually in cash beginning in October 2005. Unaccreted interest expense on the discount notes was approximately $93.7 million at June 30, 2003. Interest expense accrued on the senior notes was approximately $12.0 million during both the six months ended June 30, 2003 and 2002. Interest expense on the discount notes was approximately $15.0 million and $13.2 million during the six months ended June 30, 2003 and 2002, respectively. Interest expense also includes approximately $1.5 million and $1.2 million during the six months ended June 30, 2003 and 2002, respectively, of amortization from the deferred financing fees related to our secured credit facility, our discount notes and our senior notes. Also contributing to interest expense was approximately $700,000 and $1.0 million during the six months ended June 30, 2003 and 2002, respectively, in commitment fees we paid on the unused portion of our secured credit facility. Capitalized interest during the six months ended June 30, 2003 and 2002, was approximately $600,000 and $3.1 million, respectively. Income tax benefit. As a result of the impairment charge, we recorded a tax benefit of approximately $6.0 million due to the reduction of a deferred tax liability related to the intangibles. As of June 30, 2003, net deferred income taxes were zero. Preferred stock dividend. On May 1, 2001, our convertible preferred stock began paying a stock dividend at the rate of 7.5% per annum, payable semi-annually. The dividends are paid with additional shares of convertible preferred stock. Through June 30, 2003, we have issued an additional 5,486,298 shares of convertible preferred stock in payments of all dividends through April 30, 2003, including 1,141,206 shares on May 1, 2003. Other comprehensive income (loss). During 2001, we entered into two two-year interest rate swaps, effectively fixing $50.0 million of the term loan B borrowed under the secured credit facility. The first swap expired on January 27, 2003, and the amounts effected remain unhedged. We do not expect the effect of the remaining swap to have a material impact to interest expense for the -25- remainder of its life. Other comprehensive income of approximately $500,000 was recorded for the six months ended June 30, 2003. LIQUIDITY AND CAPITAL RESOURCES As of June 30, 2003, the Company was not in compliance with its covenants with regards to its outstanding senior secured debt. The failure to comply with a covenant is an event of default under our secured credit facility, which gives the lenders the right to pursue remedies. These remedies could include acceleration of amounts due under the facility. If the lenders elect to accelerate the indebtedness under the facility, this would also represent a default under the indentures for our senior notes and discount notes (see "Note 7" in the "Notes to Consolidated Financial Statements") and would give Sprint certain remedies under our Consent and Agreement with Sprint. The Company does not have sufficient liquidity to repay all of the indebtedness under these obligations. Horizon PCS's independent auditors' report dated March 4, 2003 states that these matters raise substantial doubt about the Company's ability to continue as a going concern. In addition, without the additional borrowing capacity under the senior credit facility, significant modifications in the amounts charged by Sprint under the management agreements, significant modifications in the amounts charged by the Alliances under the Network Service Agreement and/or a restructuring of our capital structure, the Company likely does not have sufficient liquidity to fund its operations so that it can pursue its desired business plan and achieve positive cash flow from operations. On August 15, 2003, the Company and its subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code. If we are not able to successfully emerge from bankruptcy, or if the lenders take possession of our existing cash balances, we will not be able to fund our current operations, capital expenditures and debt service requirements as contemplated in our business plan. There can be no assurance that our creditors will support our proposed reorganization, that any Reorganization Plan we submit will be confirmed by the bankruptcy court, or that it will not be subsequently modified. If we are not successful, the lenders under our senior credit facilities will be entitled to exercise their remedies under the senior credit facility, which includes the right to foreclose upon their collateral, which includes our existing cash balances. As a result, we may be forced to liquidate under applicable provisions of the Bankruptcy Code. There can be no assurance of the level of recovery to which our secured and unsecured creditors would receive in such a liquidation. The realization of the Company's assets and repayment of its liabilities is subject to significant uncertainty. There can be no assurance that the Company will successfully recapitalize its balance sheet, and meet the other conditions necessary to emerge from bankruptcy, or that its liquidity and capital resources will be sufficient to maintain its normal operations. The ability of the Company to continue as a going concern is dependent upon a number of factors including, but not limited to, emergence from bankruptcy, customer and employee retention, and the Company's ability to continue to provide quality services. The bankruptcy negotiations could materially change the amounts and classifications reported in the consolidated financial statements, which do not give effect to any adjustments to the carrying value or classification of assets or liabilities that might be necessary as a consequence of any change in business strategy or business plans as a result of these negotiations. The Company has taken, or intends to take, in the context of the Bankruptcy case, the following steps to minimize its use of cash and continue operations: o Entering into negotiations with Sprint to adjust the amounts charged by Sprint to the Company under the Sprint management agreements to improve the Company's cash flow from operations. o Entering into negotiations with the lenders under our senior credit facility. o Entering into negotiations or arbitration with the Alliances to reduce the amounts charged by the Alliances to the Company under the network agreements to improve the Company's cash flow from operations. o Pursuing means to reduce operating expenses by critically analyzing all expenses and entering into pricing negotiations with key vendors. o Consider closing or limiting service in our under performing markets. -26- o Closing or reducing operations at approximately 32 stores. o Laying off approximately 300 employees. The Company would need to be successful in these efforts to be in position to execute its business plan and achieve positive cash flow. The Company can give no assurance that it will be successful in these efforts. In its discussions with Sprint, Sprint has effectively refused to modify the fee structure as needed under the first item listed above. On July 17, 2003, Horizon PCS withheld payment on, and filed a dispute with respect to, a substantial portion of the invoice from Sprint PCS for services rendered in May 2003. On August 11, 2003, Horizon PCS withheld payment on, and filed a dispute with respect to, a substantial portion of the invoice from Sprint PCS for services rendered in June 2003. The Company has engaged Berenson & Company, an investment banking firm, to assist in its efforts to renegotiate or restructure its equity, debt and other contractual obligations. As discussed in our 10-K and other prior SEC filings, we have been in discussions with Sprint to negotiate more favorable and economically viable support charges from Sprint. Our original business model established our expenses from Sprint based on the discussions and agreements centered around the original management agreement. Throughout the last several years, Sprint has progressively increased the amounts charged to us, both in the form of higher fees and additional charges, such as the 3G costs, some of which, in our view, are not substantiated and are not supported by the Sprint/Horizon PCS management agreement. Regardless, these charges are significantly higher than our original business model. In addition, Sprint has continually lowered the monthly recurring charge offered to subscribers, while increasing the minute allotment. This has resulted in lower revenue both from the recurring fee and from overtime usage. Lastly, the NDASL program engineered by Sprint in 2001 and 2002 resulted in an economic disaster for both Sprint and the affiliates. We, along with the other affiliates, expended millions of dollars to acquire those subscribers, only to see the subscriber either not pay their bill or churn after a short period of time as a customer, thus negatively impacting our cash flow. These additional charges and reduced revenue per subscriber have impaired us to the point of our current operating environment, including non-compliance with our EBITDA covenant in the second quarter of 2003. We approached Sprint in the first quarter with an economic proposal, which we deemed to be fair and one that would allow us to operate well into the future. We asked for fee relief and Sprint declined and refused to assist us. As recently as early July, we went back to Sprint with a more moderate proposal that contemplated significant concessions by our creditors. Again, Sprint declined our offer and failed to offer a counterproposal. We believe our proposals were ones that benefited both parties and maximized the value of our company. In our view, Sprint's offerings and decisions, including the items mentioned above, have had a negative impact on our business. Two peer affiliates, IPCS and US Unwired, are currently suing Sprint, citing several wrongful actions in the operations and charges made by Sprint. We have been evaluating these lawsuits carefully as we consider our future actions. In addition, we continue to review any and all alternatives within our operating rights, including raising prices and lowering the cost of acquisition of a subscriber, in order to remain financially viable. We have withheld payments to Sprint with respect to invoices for alleged services under the Sprint PCS agreements, as discussed in Note 8 in the "Notes to Interim Consolidated Financial Statements." -27- Financing Overview. The following table presents the estimated future outstanding long-term debt at the end of each year and future required annual principal payments for each year then ended associated with our financing based on contractual level of long-term indebtedness:

____________________ (1) Interest rate on the secured credit facility equals LIBOR plus a margin that varies from 400 to 450 basis points. At June 30, 2003, $25.0 million was effectively fixed at 7.65% through an interest rate swap discussed in "ITEM 3. Quantitative and Qualitative Disclosures About Market Risk". The nominal interest rate is assumed to equal 5.12% for all periods ($50.0 million at 5.60% and $105.0 million at 5.10%). (2) Face value of the discount notes is $295.0 million. End of year balances presented herein are net of the discount and net of the related warrant value and assume accretion of the discount as interest expense at an annual rate of 14.00%. Statement of Cash Flows. At June 30, 2003, we had cash and cash equivalents of approximately $46.5 million and working capital deficit of approximately $489.4 million. At December 31, 2002, we had cash and cash equivalents of approximately $86.1 million and working capital of approximately $87.6 million. The decrease in cash and cash equivalents of approximately $39.6 million is primarily attributable to the funding of our loss from continuing operations of approximately $152.7 million (this loss includes certain non-cash charges) and funding our capital expenditures of approximately $5.6 million during the first six months of 2003. Net cash used in operating activities for the six months ended June 30, 2003, was approximately $34.0 million. This reflects the continuing use of cash for our operations to build our customer base, including but not limited to providing service in our markets and the costs of acquiring new customers. As discussed in Note 10 in the "Notes to Interim Consolidated Financial Statements," the Company has taken significant steps to improve the net cash from operations. The Company is reviewing all phases of operations and capital expenditures, to reduce the amount of cash needed for operations. Net cash used in investing activities for the six months ended June 30, 2003, was approximately $5.6 million, consisting of capital expenditures to upgrade our network. We expect future capital expenditures to be much less than 2002 and similar to the half of 2003 level as we focus more on the operation and maintenance of our network and less on build out and expansion. Credit Ratings. At June 30, 2003, the discount notes were rated by Standard and Poors ("S&P") as "CCC+" with a negative outlook, which means an obligation "is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation." At June 30, 2003, Moody's Investors -28- Services ("Moody's") rated the notes as "C", which is Moody's lowest bond rating. The CUSIP on the discount notes is 44043UAC4. At June 30, 2003, the senior notes were rated by S&P as "CCC+" with a negative outlook. Moody's rated the senior notes as "C," which is Moody's lowest bond rating. The CUSIP on the senior notes is 44043UAH3. Funding Requirements. At June 30, 2003, we had a $95.0 million line of credit, with certain restrictions discussed above, committed under our secured credit facility. However, this line of credit is not available due to our violation our debt covenants. Due to our actions on July 28, 2003, we expect a significant reduction in our funding needs for the remainder of 2003. For the six months ended December 31, 2003, we anticipate our funding needs will be less than $10.0 million, including projected operating cash losses, cash interest payments and capital expenditures. The actual funds required to build-out and upgrade our network and to fund operating losses, working capital needs and other capital needs may vary materially from these estimates and additional funds may be required because of unforeseen delays, cost overruns, unanticipated expenses, unplanned charges from Sprint, regulatory changes, engineering design changes and required technological upgrades and other technological risks. Other risk factors that may impact liquidity include: o we may not be able to sustain our growth or obtain sufficient revenue to achieve and sustain positive cash flow from operations or profitability; o we may experience a higher churn rate, which could result in lower revenue; o new customers may be of lower credit quality, which may require a higher provision for doubtful accounts; o increased competition causing declines in ARPU; o our failure to comply with restrictive financial and operational covenants under the secured credit facility; and o our upgrade to 3G services, due to which we have incurred significant capital expenditures, may not be successful in the marketplace and may not result in incremental revenue. -29- SEASONALITY Our business is subject to seasonality because the wireless industry is heavily dependent on calendar fourth quarter results. Among other things, the industry relies on significantly higher customer additions and handset sales in the calendar fourth quarter as compared to the other three calendar quarters. A number of factors contribute to this trend, including: o the increasing use of retail distribution, which is more dependent upon the year-end holiday shopping season; o the timing of new product and service announcements and introductions; o competitive pricing pressures; and o aggressive marketing and promotions. INFLATION We believe that inflation has not had a material adverse effect on our results of operation. CRITICAL ACCOUNTING POLICIES & ESTIMATES Going Concern. The accounts have been prepared on the basis that the company is a going concern. Due to continuing losses including the heavy losses in 2002 and the first quarter of 2003, and the Company's deficiency in net current assets and negative stockholders' equity, there are certain risks regarding the Company's ability to continue to do business in a normal manner. In the event that the Company was not able to continue as a going concern, the asset values reflected in the balance sheet would likely have to be revised or reclassified and additional liabilities could arise and the classification of liabilities could be revised. Risks which exist for the Company's status as a going concern are discussed at "Item 5 - Other Information - Risk Factors". In addition, certain creditors of the Company have potential claims against the Company. While these claims are not necessarily accepted by the Company and its attorneys, successful legal action by any of these creditors would impose severe cash requirements on the Company that could also place the Company's going concern status at risk. Further, the Company is dependent upon Sprint, NTELOS, and several other critical business partners. Should a disruption in the relationship occur with any of these organizations, the Company would struggle to replace them with alternate suppliers. Finally, due to the serious nature of the losses, the lenders to the Company are constantly reviewing their ongoing level of support to the Company. If any of the credit lines to the Company are substantially reduced, the Company will face a liquidity shortfall. Allowance for Doubtful Accounts. Estimates are used in determining our allowance for doubtful accounts receivable, which are based on a percentage of our accounts receivables by aging category. The percentage is derived by considering our historical collections and write-off experience, current aging of our accounts receivable and credit quality trends, as well as Sprint's credit policy. However, our historical write-off and receivables trends for our wireless customers are limited due to the recent launch of new markets. The following table provides certain statistics on our allowance for doubtful accounts receivable for the periods ended June 30:

During the second half of 2001 and first half of 2002, a significant number of our customer additions were under the no deposit account spending limit ("NDASL") program. These lower credit quality customers activated under the NDASL program led to higher churn rates and an increased amount of bad debt during 2002 as a significant number of these customers were disconnected and -30- written-off. Sprint has discontinued the NDASL program and replaced it with Clear Pay, which tightened credit restrictions, and Clear Pay II, which re-instituted deposit requirements for most lower credit quality customers and introduces additional controls on loss exposure. In addition, we've focused our marketing efforts into recruiting higher quality customers. As a result, our percentage of prime credit customers in our subscriber portfolio increased to 75% at June 30, 2003, up from its lowest percentage of 65% at March 31, 2002. The improvement of our subscriber base has reduced our exposure to write-offs. In addition, during the first quarter of 2003, we received approximately $900,000 for deposits Sprint had retained through August of 2002, that should have been used to offset write-offs. We applied this refund as a reduction to bad debt expense, recognized in our financial results in the first quarter of 2003. Revenue Recognition. The Company records equipment revenue from the sale of handsets and accessories to subscribers in our retail stores and to local distributors in our territories upon delivery. The Company does not record equipment revenue on handsets and accessories purchased from national third-party retailers or directly from Sprint by subscribers in our territory. After the handset has been purchased, the subscriber purchases a service package, revenue from which is recognized monthly as service is provided and is included in subscriber revenue, net of credits related to the billed revenue. The Company believes the equipment revenue and related cost of equipment associated with the sale of wireless handsets and accessories is a separate earnings process from the sale of wireless services to subscribers. For industry competitive reasons, the Company sells wireless handsets at a loss. Because such arrangements do not require a customer to subscribe to the Company's wireless services and because the Company sells wireless handsets to existing customers at a loss, the Company accounts for these transactions separately from agreements to provide customers wireless service. The Company recognizes revenues when persuasive evidence of an arrangement exists, services have been rendered or products have been delivered, the price to the buyer is fixed and determinable, and collectibility is reasonably assured. The Company's revenue recognition policy is consistent with the current interpretations of SEC SAB No. 101, "Revenue Recognition in Financial Statements." Accordingly, activation fee revenue and direct customer activation expense is deferred and will be recorded over the average life for those customers (currently estimated to be 24 months) that are assessed an activation fee. A management fee of 8% of collected PCS revenues from Sprint PCS subscribers based in the Company's territory, is accrued as services are provided and remitted to Sprint and recorded as general and administrative. Revenues generated from the sale of handsets and accessories, inbound and outbound Sprint PCS roaming fees, and roaming services provided to Sprint PCS customers who are not based in the Company's territory are not subject to the 8% management fee. RECENT ACCOUNTING PRONOUNCEMENTS In May 2003, the FASB issued SFAS No.150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity." SFAS No. 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within the scope of SFAS No. 150 as a liability (or an asset in some circumstances). Many of those instruments were previously classified as equity. The application of SFAS No. 150 is not expected to have a material effect on the Company's consolidated financial statements. This Statement is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. In April 2003, the FASB issued SFAS No.149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities." SFAS No. 149 amendments require that contracts with comparable characteristics be accounted for similarly, clarifies when a contract with an initial investment meets the characteristic of a derivative and clarifies when a derivative requires special reporting in the statement of cash flows. SFAS No. 149 is effective for hedging relationships designated and for contracts entered into or modified after June 30, 2003, except for provisions that relate to SFAS No. 133 Statement Implementation Issues that have been effective for fiscal quarters prior to June 15, 2003, which should be applied in accordance with their respective effective dates, and certain provisions relating to forward purchases or sales of when-issued securities or other securities that do not exist, which should be applied to existing contracts as well as new contracts entered into after June 30, 2003. The application of SFAS No. 149 is not expected to have a material effect on the Company's consolidated financial statements. -31- In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure - an amendment of FASB Statement No. 123." This Statement provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, this Statement requires prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The Company adopted the disclosure requirements of SFAS No. 148 as of December 31, 2002, but continues to account for stock compensation costs in accordance with APB Opinion No. 25. In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." This Statement addresses financial accounting and reporting for costs associated with exit or disposal activities by requiring that expenses related to the exit of an activity or disposal of long-lived assets be recorded when they are incurred and measurable. Prior to SFAS No. 146, these charges were accrued at the time of commitment to exit or dispose of an activity. The Company adopted SFAS No. 146 on January 1, 2003, and it did not have a material effect on the Company's financial position, results of operations or cash flows. In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections." SFAS No. 145 addresses the accounting for gains and losses from the extinguishment of debt, economic effects and accounting practices of sale-leaseback transactions and makes technical corrections to existing pronouncements. The Company adopted SFAS No. 145 on January 1, 2003, and it did not have a material effect on the Company's financial position, results of operations or cash flows. In 2002, the FASB's Emerging Issues Task Force, ("EITF"), reached a consensus on Issue 00-21, "Revenue Arrangements with Multiple Deliverables." Issue 00-21 provides guidance on how a vendor should account for arrangements under which it will perform multiple revenue-generating activities. The guidance in this Issue is effective for revenue agreements entered into in fiscal periods beginning after June 15, 2003. The Company is still evaluating the impact this guidance might have on its financial position, results of operations and cash flows. The Company will adopt the guidance in Issue 00-21 as of July 1, 2003. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK We do not engage in commodity futures trading activities and do not enter into derivative financial instruments for speculative trading purposes. We also do not engage in transactions in foreign currencies that would expose us to additional market risk. We manage the interest rate risk on our outstanding long-term debt through the use of fixed and variable-rate debt and interest rate swaps. In the normal course of business, our operations are exposed to interest rate risk. Our primary interest rate risk exposure relates to (i) the variable-rate secured credit facility, (ii) our ability to refinance our fixed-rate discount and senior notes at maturity at market rates, and (iii) the impact of interest rate movements on our ability to meet interest expense requirements and meet financial covenants under our debt instruments. In the first quarter of 2001, we entered into a two-year interest rate swap, effectively fixing $25.0 million of term loan B borrowed under the secured credit facility. This swap expired on January 27, 2003, and the amounts affected remained unhedged. In the third quarter of 2001, we entered into another two-year interest rate swap, effectively fixing the remaining $25.0 million of term loan B. The table below compares current market rates on the balance subject to the swap agreement: (Dollars in millions) At June 30, 2003 --------------------------------------- Balance Market rate Swap rate ------------ ------------ ------------ Swap 2..................... $25.0 5.60% 7.65% Since our swap interest rate is currently greater than the market interest rate on our underlying debt, our results from operations currently reflect a higher interest expense than had we not hedged our position. At June 30, 2003, the Company recorded approximately $67,000 in other comprehensive gains related to swap gains on the balance sheet. -32- While we cannot predict our ability to refinance existing debt, we continue to evaluate our interest rate risk on an ongoing basis. If we do not renew our swaps, or, if we do not hedge incremental variable-rate borrowings under our secured credit facility, we will increase our interest rate risk, which could have a material impact on our future earnings. As of June 30, 2003, approximately 79% of our long-term debt is fixed rate or is variable rate that has been swapped under fixed-rate hedges, thus reducing our exposure to interest rate risk. Currently, a 100 basis point increase in interest rates would increase our interest expense approximately $1.3 million annually. ITEM 4. CONTROLS AND PROCEDURES Our Chief Executive Officer and Chief Financial Officer are responsible for establishing and maintaining "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c)) for the Company. With the participation of management, the Company's Chief Executive Officer and Chief Financial Officer evaluated the Company's disclosure controls and procedures as of June 30, 2003. Under our agreements with Sprint, Sprint provides us with billing, collections, customer care and other back office services. The Company, as a result, necessarily relies on Sprint to provide accurate, timely and sufficient data and information to properly record our revenues, expenses and accounts receivable which underlie a substantial portion of our periodic financial statements and other financial disclosures. The relationship with Sprint is established by our agreements and our flexibility to use a service provider other than Sprint is limited. Because of our reliance on Sprint for financial information, the Company must depend on Sprint to design adequate internal controls with respect to the processes established to provide this data and information to the Company and Sprint's other network partners. To address this issue, Sprint engages its independent auditors to perform a periodic evaluation of these controls and to provide a "Report on Controls Placed in Operation and Tests of Operating Effectiveness for Affiliates" under guidance provided in Statement of Auditing Standards No. 70. These reports are provided annually to the Company. The Company's management, including the CEO and CFO, does not expect that its Disclosure Controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control system, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdown can occur because of simple error or mistake. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Based upon the Company's Disclosure Controls evaluation, the CEO and CFO have concluded that, subject to the limitations noted above, the Company's Disclosure Controls are effective to give reasonable assurance that the information required to be disclosed by the Company in its periodic reports is accumulated and communicated to management, including the CEO and CFO, as appropriate to allow timely decisions regarding disclosure and is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. There were no significant changes in the Company's internal controls or, to the knowledge of the management of the Company, in other factors that could significantly affect these controls during the quarter ended June 30, 2003. -33- PART II--OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None. ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES As of June 30, 2003, the Company was not in compliance with its covenants with regards to its senior secured debt. The failure to comply with a covenant is an event of default under our secured credit facility, which gives the lenders the right to pursue remedies. On August 15, 2003, the lenders elected to accelerate the amounts due under the facility. This acceleration also represents a default under the indentures for our senior notes and discount notes (see "Note 7" in the "Notes to Consolidated Financial Statements") and may give Sprint certain remedies under our Consent and Agreement with Sprint. The Company does not have sufficient liquidity to repay all of the indebtedness under these obligations. ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS None. ITEM 5. OTHER INFORMATION RISK FACTORS RISK FACTORS BANKRUPTCY RELATED RISK FACTORS Our operations may be disrupted due to the filing of the Chapter 11 proceeding. On August 15, 2003, we filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code. The impact that the Chapter 11 cases may have on our operations cannot be accurately predicted or quantified. For instance, due to the Bankruptcy Case, potential customers may refuse to use our services, key vendors may refuse to do business with us or key employees may leave the Company. The continuation of the Chapter 11 cases could further adversely affect our operations and our current and potential relationships with our customers, employees, suppliers, and other representatives. Any plan of reorganization that we propose may not be acceptable to our creditors and other stakeholders and/or may not be confirmed by the Bankruptcy Court. If our Reorganization Plan is not confirmed and/or an alternative reorganization cannot be agreed upon, it is possible that we may try to sell our company under Section 363 of Chapter 11 of the Bankruptcy Code. Our capital stock and high-yield notes are unsecured and located at our holding company, and as a result, a restructuring of our debt may substantially reduce the value of our notes and capital stock, potentially to zero. We operate our business through subsidiaries and have no material assets at our holding company, Horizon PCS, Inc., other than equity investments in our two operating companies, Percom and Bright. Our holding company is the issuer of our capital stock and our high-yield notes. Our high yield notes are guaranteed by our operating subsidiaries. The only material assets of our holding company, the equity investments in our subsidiaries, are pledged as collateral to our senior secured creditors. Generally, the rights and claims of various creditors and security holders would be determined by a plan of reorganization that is confirmed by the Bankruptcy Court. Under the priority rules established by the Bankruptcy Code, certain post-petition liabilities and pre-petition liabilities (i.e., our senior secured debt) of a debtor need to be satisfied before unsecured creditors or stockholders are entitled to any distribution. We may propose material reductions in our level of senior secured debt and believe that this may be required to have a feasible Reorganization Plan. As a result, a plan of reorganization could result in holders of our capital stock and bonds receiving little or no value as part of the plan of reorganization. -34- WE DO NOT HAVE SUFFICIENT CASH AND CASH COMMITMENTS TO ENABLE US TO PURSUE OUR DESIRED BUSINESS PLAN TO ACHIEVE POSITIVE CASH FLOW. Our business and prospects have been significantly adversely affected by a number of factors. These factors include the general economic recession in the U.S., the significant slow down in subscriber acquisition over the past year throughout most of the wireless telecommunications industry, aggressive pricing competition which has developed within the wireless telecommunications industry, the greater than expected churn which we have suffered and several factors which arise from our relationship with Sprint. As a result of these and other factors, we likely will not have sufficient cash and cash commitments to enable us to pursue our desired business plan to achieve positive cash flow. OTHER RISK FACTORS RELATED TO OUR INDEBTEDNESS OUR SUBSTANTIAL INDEBTEDNESS COULD ADVERSELY AFFECT OUR FINANCIAL HEALTH AND PREVENT US FROM FULFILLING OUR LONG-TERM DEBT OBLIGATIONS. As of June 30, 2003, our total debt outstanding was $531.3 million, comprised of $155.0 million borrowed under our secured credit facility, $175.0 million due under our senior notes issued in December 2001 and $295.0 million represented by our discount notes (which are reported on our balance sheet at June 30, 2003, net of a discount of approximately $93.7 million). Our substantial debt will have a number of important consequences, including the following: o we may not have sufficient funds to pay interest on, and principal of, our debt; o we have to dedicate a substantial portion of any positive cash flow from operations to the payment of interest on, and principal of, our debt, which will reduce funds available for other purposes; o we may not be able to obtain additional financing for currently unanticipated capital requirements, capital expenditures, working capital requirements and other corporate purposes; o some borrowings likely will be at variable rates of interest, which will result in higher interest expense in the event of increases in market interest rates; o due to the liens on substantially all of our assets and the pledges of equity ownership of our subsidiaries that secure our secured credit facility, our lenders may control our assets upon a default; o our debt increases our vulnerability to general adverse economic and industry conditions; o our debt limits our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; and o our debt places us at a competitive disadvantage compared to our competitors that have less debt. TO SERVICE OUR INDEBTEDNESS, WE WILL REQUIRE A SIGNIFICANT AMOUNT OF CASH. OUR ABILITY TO GENERATE CASH DEPENDS ON MANY FACTORS BEYOND OUR CONTROL. Our ability to make payments on and to refinance our indebtedness, and to fund our network build-out, anticipated operating losses and working capital requirements will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. -35- We cannot be certain that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under our secured credit facility in an amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness, including the notes, on or before maturity. We may not be able to refinance any of our indebtedness on commercially reasonable terms, or at all. IF WE FAIL TO PAY OUR DEBT, OUR LENDERS MAY SELL OUR LOANS TO SPRINT GIVING SPRINT THE RIGHTS OF A CREDITOR TO FORECLOSE ON OUR ASSETS. If the lenders accelerate the amounts due under our secured credit facility, Sprint has the right to purchase our obligations under that facility and become a senior lender. To the extent Sprint purchases these obligations, Sprint's interests as a creditor could conflict with ours. Sprint's rights as a senior lender would enable it to exercise rights with respect to our assets and Sprint's continuing relationship in a manner not otherwise permitted under the Sprint PCS agreements. RISK FACTORS RELATED TO OUR BUSINESS IF WE FAIL TO COMPLETE THE BUILD-OUT OF OUR NETWORK, SPRINT MAY TERMINATE THE SPRINT PCS AGREEMENTS AND WE WOULD NO LONGER BE ABLE TO OFFER SPRINT PCS PRODUCTS AND SERVICES FROM WHICH WE GENERATE SUBSTANTIALLY ALL OUR REVENUES. Our long-term affiliation agreements with Sprint, which we refer to as the Sprint PCS agreements, require us to build and operate the portion of the Sprint PCS network located in our territory in accordance with Sprint's technical specifications and coverage requirements. The agreements also require us to provide minimum network coverage to the population within each of the markets that make up our territory by specified dates. Under our original Sprint PCS agreements, we were required to complete the build-out in several of our markets in Pennsylvania and New York by December 31, 2000. Sprint and HPC agreed to an amendment of the build-out requirements, which extended the dates by which we were to launch coverage in several markets. The amended Sprint PCS agreement provides for monetary penalties to be paid by us if coverage is not launched by these extended contract dates. The amounts of the penalties depends on the market and length of delay in launch, and in some cases, whether the shortfall relates to an initial launch in the market or completion of the remaining build-out. The penalties must be paid in cash or, if both Horizon PCS and Sprint agree, in shares of Horizon PCS stock. Under the amended Sprint PCS agreement, portions of the New York, Sunbury, Williamsport, Oil City, Dubois, Erie, Meadville, Sharon, Olean, Jamestown, Scranton, State College, Stroudsburg, Allentown and Pottsville markets were required to be completed and launched by October 31, 2001. Although we launched service in portions of each of these markets, we did not complete all of the build-out requirements. We notified Sprint in November 2001 that it was our position that the reasons for the delay constitutes events of "force majeure" as described in the Sprint PCS agreements and that, consequently, no monetary penalties or other remedies were applicable. The delay was primarily caused due to delays in obtaining the required backhaul services from local exchange carriers and zoning and other approvals from governmental authorities. On January 30, 2002, Sprint notified us that, as a result of these force majeure events, it does not consider our build-out delay to be a breach of the Sprint PCS agreement. We agreed to use commercially reasonable efforts to complete the build-out by June 30, 2002. In January 2003, we and Sprint agreed to extend the scheduled completion date for 21 sites in Pennsylvania and New York and agreed to eliminate 25 sites from our build-out. We believe that we are in substantial compliance with our build-out requirements. We will require additional expenditures of significant funds for the continued development, construction, testing, deployment and operation of our network. These activities are expected to place significant demands on our managerial, operational and financial resources. A failure to meet our build-out requirements for any of our markets, or to meet Sprint's technical requirements, would constitute a breach of the Sprint PCS agreements that could lead to their termination if not cured. If Sprint terminates these agreements, we will no longer be able to offer Sprint PCS products and services. -36- IF SPRINT TERMINATES THE SPRINT PCS AGREEMENTS, THE BUY-OUT PROVISIONS OF THOSE AGREEMENTS MAY DIMINISH THE VALUATION OF OUR COMPANY. Provisions of the Sprint PCS agreements could affect our valuation and decrease our ability to raise additional capital. If Sprint terminates these agreements, the Sprint PCS agreements provide that Sprint may purchase our operating assets or capital stock for 80% of the "Entire Business Value" as defined by the agreement. If the termination is due to our breach of the Sprint PCS agreements, the percent is reduced to 72% instead of 80%. Under our Sprint PCS agreements, the Entire Business Value is generally the fair market value of our wireless business valued on a going concern basis as determined by an independent appraiser and assumes that we own the FCC licenses in our territory. In addition, the Sprint PCS agreements provide that Sprint must approve any change of control of our ownership and consent to any assignment of the Sprint PCS agreements. Sprint also has a right of first refusal if we decide to sell our operating assets in our Bright PCS markets. We are also subject to a number of restrictions on the transfer of our business including a prohibition on selling our company or our operating assets to a number of identified and yet to be identified competitors of Sprint. These and other restrictions in the Sprint PCS agreements may limit the marketability of and reduce the price a buyer may be willing to pay for the Company and may operate to reduce the Entire Business Value of the Company. THE TERMINATION OF OUR STRATEGIC AFFILIATION WITH SPRINT OR SPRINT'S FAILURE TO PERFORM ITS OBLIGATIONS UNDER THE SPRINT PCS AGREEMENTS WOULD SEVERELY RESTRICT OUR ABILITY TO CONDUCT OUR BUSINESS. Because Sprint owns the FCC licenses that we use in our territory, our ability to offer Sprint PCS products and services on our network is dependent on the Sprint PCS agreements remaining in effect and not being terminated. Sprint may terminate the Sprint PCS agreements for breach by us of any material terms. We also depend on Sprint's ability to perform its obligations under the Sprint PCS agreements. The termination of the Sprint PCS agreements or the failure of Sprint to perform its obligations under the Sprint PCS agreements would severely restrict our ability to conduct our wireless digital communications business. IF THE WEST VIRGINIA PCS ALLIANCE AND VIRGINIA PCS ALLIANCE FAIL TO PROVIDE THEIR NETWORK TO US IN THEIR MARKETS, OR IF OUR NETWORK SERVICES AGREEMENT WITH THE ALLIANCES IS OTHERWISE TERMINATED, WE WILL LOSE THE ABILITY TO USE THE ALLIANCES' NETWORKS. West Virginia PCS Alliance and Virginia PCS Alliance, which we refer to as the Alliances, are two related, independent PCS providers whose network is managed by NTELOS. On March 4, 2003, NTELOS and certain of its subsidiaries filed voluntarily petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Eastern District of Virginia. The results of NTELOS' restructuring could have a material adverse impact on our operations. Pursuant to bankruptcy law, the Alliances have the right to assume or reject the network services agreement. If the Alliances reject the network services agreement, we will lose the ability to provide service to our subscribers in Virginia and West Virginia through the Alliances' Network, and Sprint may take the position that we would be in breach of our management agreements with Sprint. Prior to the Alliances' bankruptcy filing, Horizon had asserted that the Alliances had overcharged Horizon for services that were neither authorized nor contemplated by the network services agreement. As a result of the Alliances' bankruptcy filing, Horizon was at risk that any subsequent payments that it would make for services under the network services agreement could impair its setoff or recoupment rights with respect to its claim for a repayment of the unauthorized charges. Consequently, Horizon declined to make a scheduled payment of $3.0 million to the Alliances on March 11, 2003 for services rendered by the Alliances in January 2003 and, on that date, filed a motion in the Alliances' bankruptcy case to protect its rights. On March 24, 2003, Horizon and the Alliances entered into a Stipulation which provided that Horizon would pay the January 2003 and February 2003 invoices, the bankruptcy court would provide procedural protection of Horizon's claim and the parties would move forward to settle or arbitrate the merits of Horizon's claim. On March 26, 2003, the Court in the NTELOS bankruptcy case approved the Stipulation. On August 11, 2003, we filed a demand for arbitration with the American Arbitration Association with respect to our claims. On August 11, 2003, NTELOS provided a notice that the Company was in default in the payment of fees under the Network Services Agreement and reserved its right to terminate the Agreement at the expiration of a 10 business day cure period. On August 14, 2003, NTELOS filed its Answering Statement and Counterclaims, asserting counterclaims in excess of $12 million. -37- Under our network services agreement, the Alliances provide us with the use of and access to key components of their network in most of our markets in Virginia and West Virginia. We directly compete with the Alliances in the markets where we use their network. If the Alliances fail to maintain the standards for their network as set forth in our network services agreement with them or otherwise fail to provide their network for our use, our ability to provide wireless services in these markets may be adversely affected, and we may not be able to provide seamless service for our customers. If we breach our obligations to the Alliances, or if the Alliances otherwise terminate the network services agreement, we will lose our right to use the Alliances' network to provide service in these markets. In that event, it is likely that we will be required to build our own network in those markets and incur the substantial costs associated with doing so. IF OTHER SPRINT NETWORK PARTNERS HAVE FINANCIAL DIFFICULTIES, THE SPRINT PCS NETWORK COULD BE DISRUPTED. Sprint's national network is a combination of networks. The large metropolitan areas are owned and operated by Sprint, and the areas in between them are owned and operated by Sprint network partners, all of which are independent companies like we are. We believe that most, if not all, of these companies have incurred substantial debt to pay the large cost of building out their networks. If other network partners experience financial difficulties, Sprint's PCS network could be disrupted. If Sprint's agreements with those network partners are like ours, Sprint would have the right to exercise various remedies in the event of such disruptions. In such event, there can be no assurance that Sprint or the network partner could restore the disrupted service in a timely and seamless manner. One of the network partners, iPCS, Inc., recently filed a chapter 11 bankruptcy petition. In connection with its bankruptcy filing, iPCS filed a Complaint against Sprint Corporation and Sprint PCS alleging that Sprint PCS breached its management agreement and services agreement with iPCS, seeking an equitable accounting of alleged overcharges and underpayments by Sprint PCS to iPCS, and seeking specific performance of (i) Sprint PCS' obligation to purchase the operating assets of iPCS by virtue of iPCS' purported exercise of its contractual "put" right as a result of the alleged material breaches, and (ii) Sprint's obligation to pay an increased share of Collected Revenue as a result of iPCS' lenders issuing a notice of acceleration. Finally, iPCS alleges that Sprint Corporation is liable on each of the claims because it allegedly controls, authorizes, directs and/or ratifies the conduct of Sprint PCS under the management agreement and services agreement. In July, 2003, another Sprint network partner, US Unwired filed a suit against Sprint alleging that Sprint has violated racketeering and corruption laws, breached fiduciary duty and committed fraud. Because we believe that these lawsuits allege conduct under agreements which are similar to our Sprint agreements, we are reviewing them to determine the extent to which the factual and legal assertions have similarities to our relationship with Sprint. IF SPRINT DOES NOT COMPLETE THE CONSTRUCTION OF ITS NATIONWIDE PCS NETWORK, WE MAY NOT BE ABLE TO ATTRACT AND RETAIN CUSTOMERS, WHICH WOULD ADVERSELY AFFECT OUR REVENUES. Sprint's PCS network may not provide nationwide coverage to the same extent as its competitors' networks, which could adversely affect our ability to attract and retain customers. Sprint is creating a nationwide PCS network through its own construction efforts and those of its affiliates. Today, neither Sprint nor any other PCS provider offers service in every area of the United States. Sprint has entered into affiliation agreements similar to ours with companies in other territories pursuant to its nationwide PCS build-out strategy. Our business and results of operations depend on Sprint's national PCS network and, to a lesser extent, on the networks of its other affiliates. Sprint and its affiliate program are subject, in varying degrees, to the economic, administrative, logistical, regulatory and other risks described in this document. Sprint and its other affiliates' PCS operations may not be successful, which in turn could adversely affect our ability to generate revenues. OUR REVENUES MAY BE LESS THAN WE ANTICIPATE WHICH COULD MATERIALLY ADVERSELY AFFECT OUR LIQUIDITY, FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Revenue growth is primarily dependent on the size of our subscriber base, average monthly revenues per user and roaming revenue. During the year ended December 31, 2002, we experienced slower net subscriber growth rates than planned, which we believe is due in large part to increased churn, declining rates of wireless subscriber growth in general, the re-imposition of deposits for most sub-prime credit subscribers during the last half of the year, the current economic slowdown and increased competition. Other carriers also have reported slower subscriber growth rates compared to prior periods. We have seen a continuation of competitive pressures in the wireless telecommunications -38- market causing some major carriers to offer plans with increasingly large bundles of minutes of use at lower prices which may compete with the calling plans we offer, including the Sprint calling plans we support. Increased price competition may lead to lower average monthly revenues per user than we anticipate. In addition, the lower reciprocal roaming rate that Sprint has announced for 2003 will reduce our roaming revenue, which may not be offset by the reduction in our roaming expense. If our revenues are less than we anticipate, it could materially adversely affect our liquidity, financial condition and results of operation WE ARE DEPENDENT UPON SPRINT'S BACK OFFICE SERVICES AND ITS THIRD-PARTY VENDORS' BACK OFFICE SYSTEMS. PROBLEMS WITH THESE SYSTEMS, OR TERMINATION OF THESE ARRANGEMENTS, COULD DISRUPT OUR BUSINESS AND POSSIBLY INCREASE OUR COSTS. Because Sprint provides our back office systems such as billing, customer care and collections, our operations could be disrupted if Sprint is unable to maintain and expand its back office services, or to efficiently outsource those services and systems through third-party vendors. The rapid expansion of Sprint's business will continue to pose a significant challenge to its internal support systems. Additionally, Sprint has relied on third-party vendors for a significant number of important functions and components of its internal support systems and may continue to rely on these vendors in the future. We depend on Sprint's willingness to continue to offer these services to us and to provide these services at competitive costs. We paid Sprint approximately $20.6 million for these services during 2002. The Sprint PCS agreements provide that, upon nine months' prior written notice, Sprint may elect to terminate any of these services. If Sprint terminates a service for which we have not developed a cost-effective alternative, our operating costs may increase beyond our expectations and restrict our ability to operate successfully. Further, our ability to replace Sprint in providing back office services may be limited. While the services agreements allow the Company to use third-party vendors to provide certain of these services instead of Sprint, the high startup costs and necessary cooperation associated with interfacing with Sprint's system may significantly limit our ability to use back office services provided by anyone other than Sprint. This could limit our ability to lower our operating costs. WE DEPEND ON OTHER TELECOMMUNICATIONS COMPANIES FOR SOME SERVICES THAT, IF DELAYED, COULD DELAY OUR PLANNED NETWORK BUILD-OUT AND DELAY OUR EXPECTED INCREASES IN CUSTOMERS AND REVENUES. We depend on other telecommunications companies to provide facilities and transport to interconnect portions of our network and to connect our network with the landline telephone system. American Electric Power, Ameritech, AT&T, Verizon and Sprint (long distance) are our primary suppliers of facilities and transport. Without these services, we could not offer Sprint PCS services to our customers in some areas. From time to time, we have experienced delays in obtaining facilities and transport from some of these companies, and in obtaining local telephone numbers for use by our customers, which are sometimes in short supply, and we may continue to experience delays and interruptions in the future. Delays in obtaining facilities and transport could delay our build-out and capacity plans and our business may suffer. Delays could also result in a breach of our Sprint PCS agreements, subjecting these agreements to potential termination by Sprint. MATERIAL RESTRICTIONS IN OUR DEBT INSTRUMENTS MAY MAKE IT DIFFICULT TO OBTAIN ADDITIONAL FINANCING OR TAKE OTHER NECESSARY ACTIONS TO REACT TO CHANGES IN OUR BUSINESS. The indenture governing the senior notes contains various covenants that limit our ability to engage in a variety of transactions. In addition, the indenture governing our discount notes and the secured credit agreement both impose additional material operating and financial restrictions on us. These restrictions, subject to ordinary course of business exceptions, limit our ability to engage in some transactions, including the following: o designated types of mergers or consolidations; o paying dividends or other distributions to our stockholders; o making investments; o selling assets; -39- o repurchasing our common stock; o changing lines of business; o borrowing additional money; and o transactions with affiliates. In addition, our secured credit facility requires us to maintain certain ratios, including: o leverage ratios; o an interest coverage ratio; and o a fixed charges ratio, and to satisfy certain tests, including tests relating to: o minimum covered population; o minimum number of PCS subscribers in our territory; o minimum total revenues; and o minimum EBITDA. These restrictions could limit our ability to obtain debt financing, repurchase stock, refinance or pay principal or interest on our outstanding debt, consummate acquisitions for cash or debt or react to changes in our operating environment. An event of default under the secured credit facility may prevent the Company and the guarantors of the senior notes and the discount notes from paying those notes or the guarantees of those notes. THE TERMS OF THE CONVERTIBLE PREFERRED STOCK MAY AFFECT OUR FINANCIAL RESULTS. The terms of the convertible preferred stock give the holders of the preferred stock the following principal rights: o to initially designate two members of our board of directors, subject to reduction based on future percentage ownership; o to approve or disapprove fundamental corporate actions and transactions; o to receive dividends in the form of additional shares of our convertible preferred stock, which may increase and accelerate upon a change in control; and o to require us to redeem the convertible preferred stock in 2005. If we become subject to the repurchase right or change of control redemption requirements under the convertible preferred stock while our secured credit facility, our discount notes or the senior notes are outstanding, we will be required to seek the consent of the lenders under our secured credit facility, the holders of the discount notes and the holders of the senior notes to repurchase or redeem the convertible preferred stock, or attempt to refinance the secured credit facility, the discount notes and the senior notes. If we fail to obtain these consents, there will be an event of default under the terms governing our secured credit facility. In addition, if we do not repurchase or redeem the convertible preferred stock and the holders of the convertible preferred stock obtain a judgment against us, any judgment in excess of $5.0 million would constitute an event of default under the indentures governing the discount notes and the senior notes. -40- IF WE BREACH OUR AGREEMENT WITH SBA COMMUNICATIONS CORP. ("SBA"), OR IT OTHERWISE TERMINATES ITS AGREEMENT WITH US, OUR RIGHT TO PROVIDE WIRELESS SERVICE FROM MOST OF OUR CELL SITES WILL BE LOST. We lease cell sites from SBA. We rely on our contract with SBA to provide us with access to most of our cell sites and to the towers located on these sites. If SBA were to lose its underlying rights to these sites, our ability to provide wireless service from these sites would end, subject to our right to cure defaults by SBA. If SBA terminates our agreement as a result of our breach, we may lose our right to provide wireless services from most of our cell sites. WE MAY HAVE DIFFICULTY OBTAINING INFRASTRUCTURE EQUIPMENT AND HANDSETS, WHICH COULD RESULT IN DELAYS IN OUR NETWORK BUILD-OUT, DISRUPTION OF SERVICE OR LOSS OF CUSTOMERS. If we cannot acquire the equipment required to build or upgrade our network in a timely manner, we may be unable to provide wireless communications services comparable to those of our competitors or to meet the requirements of the Sprint PCS agreements. Manufacturers of this equipment could have substantial order backlogs. Accordingly, the lead-time for the delivery of this equipment may be longer than anticipated. In addition, the manufacturers of specific types handsets may have to distribute their limited supply of products among their numerous customers. Some of our competitors purchase large quantities of communications equipment and may have established relationships with the manufacturers of this equipment. Consequently, they may receive priority in the delivery of this equipment. If we do not obtain equipment or handsets in a timely manner, we could suffer delays in the build-out of our network, disruptions in service and a reduction in customers. SPRINT'S VENDOR DISCOUNTS MAY BE DISCONTINUED, WHICH COULD INCREASE OUR EQUIPMENT COSTS AND REQUIRE MORE CAPITAL THAN WE HAD PROJECTED TO BUILD-OUT OR UPGRADE OUR NETWORK. We intend to continue to purchase our infrastructure equipment under Sprint's vendor agreements that include significant volume discounts. If Sprint were unable to continue to obtain vendor discounts for its affiliates, the loss of vendor discounts could increase our equipment costs for our network build-out. CONFLICTS WITH SPRINT MAY NOT BE RESOLVED IN OUR FAVOR, WHICH COULD RESTRICT OUR ABILITY TO MANAGE OUR BUSINESS AND PROVIDE SPRINT PCS PRODUCTS AND SERVICES, ADVERSELY AFFECTING OUR RELATIONSHIPS WITH OUR CUSTOMERS, INCREASE OUR EXPENSES OR DECREASE OUR REVENUES. Under the Sprint PCS agreements, Sprint has a substantial amount of control over the conduct of our business. Conflicts between us may arise, and these conflicts may not be resolved in our favor. The conflicts and their resolution may harm our business. For example: o Sprint may price its national plans based on its own objectives and may set price levels and customer credit policies that may not be economically sufficient for our business; o Sprint may increase the prices we pay for our back office services; and o Sprint may make decisions that adversely affect our use of the Sprint and Sprint PCS brand names, products or services. WE MAY NOT BE ABLE TO COMPETE WITH LARGER, MORE ESTABLISHED WIRELESS PROVIDERS WHO HAVE RESOURCES TO COMPETITIVELY PRICE THEIR PRODUCTS AND SERVICES, WHICH COULD IMPAIR OUR ABILITY TO ATTRACT AND RETAIN CUSTOMERS. Our ability to compete will depend in part on our ability to anticipate and respond to various competitive factors affecting the telecommunications industry, including new services that may be introduced, changes in consumer preferences, demographic trends, economic conditions and discount pricing strategies by competitors. In each market, we compete with at least two cellular providers that have had their infrastructure in place and have been operational for a number of years. They may have significantly greater financial and technical resources than we do, they could offer attractive pricing options and they may have a wider variety of handset options. We expect existing cellular providers will continue to upgrade their systems and provide expanded digital services to compete with the Sprint PCS products and services we offer. Many of -41- these wireless providers generally require their customers to enter into long-term contracts, which may make it more difficult for us to attract customers away from them. We will also compete with several PCS providers and other existing communications companies in our markets and expect to compete with new entrants as the FCC licenses additional spectrum to mobile services providers. A number of our cellular, PCS and other wireless competitors have access to more licensed spectrum than the amount licensed to Sprint in most of our territory and therefore will be able to provide greater network call volume capacity than our network to the extent that network usage begins to reach or exceed the capacity of our licensed spectrum. Our inability to accommodate increases in call volume could result in more dropped or disconnected calls. In addition, any competitive difficulties that Sprint may experience could also harm our competitive position and success. We anticipate that market prices for two-way wireless voice services and products generally will continue to decline as a result of increased competition. Consequently we may be forced to increase spending for advertising and promotions. Increased competition also may lead to continued increases in customer churn. Those trends could cause additional losses from operations. WE MAY NOT BE ABLE TO OFFER COMPETITIVE ROAMING CAPABILITY, WHICH COULD IMPAIR OUR ABILITY TO ATTRACT AND RETAIN CUSTOMERS. We rely on agreements with competitors to provide automatic roaming capability to our PCS customers in many of the areas of the United States not covered by the Sprint PCS network, which primarily serves metropolitan areas. Some competitors may be able to offer coverage in areas not served by the Sprint PCS network or may be able to offer roaming rates that are lower than those offered by Sprint and its affiliates. Some of our competitors are seeking to reduce access to their networks through actions pending with the FCC. Moreover, the engineering standard for the dominant air interface upon which PCS customers roam is currently being considered for elimination by the FCC as part of a streamlining proceeding. If the FCC eliminates this standard, our Sprint PCS customers may have difficulty roaming in some markets. THERE IS NO UNIFORM SIGNAL TRANSMISSION TECHNOLOGY AND IF WE DECIDE TO USE OTHER TECHNOLOGIES IN THE FUTURE, THIS DECISION COULD SUBSTANTIALLY INCREASE OUR EQUIPMENT EXPENDITURES TO REPLACE THE TECHNOLOGY USED ON OUR NETWORK. The wireless telecommunications industry is experiencing evolving industry standards. We have employed code division multiple access (CDMA) technology, which is the digital wireless communications technology selected by Sprint for its network. CDMA may not provide the advantages expected by us and by Sprint. In addition to CDMA, there are two other principal signal transmission technologies, time division multiple access, or TDMA, and global systems for mobile communications, or GSM. These three signal transmission technologies are not compatible with each other. If one of these technologies or another technology becomes the preferred industry standard, we may be at a competitive disadvantage and competitive pressures may require Sprint to change its digital technology which, in turn, may require us to make changes at substantially increased costs. WE MAY NOT RECEIVE AS MUCH SPRINT PCS ROAMING REVENUE AS WE ANTICIPATE AND OUR NON-SPRINT PCS ROAMING REVENUE IS LIKELY TO BE LOW. We are paid a fee from Sprint or a PCS affiliate of Sprint for every minute that a Sprint PCS subscriber based outside of our territory uses our network. Similarly, we pay a fee to Sprint PCS or a PCS affiliate of Sprint for every minute that our customers use the Sprint PCS network outside our territory. Our customers may use the Sprint PCS network outside our territory more frequently than we anticipate, and Sprint PCS subscribers based outside our territory may use our network less frequently than we anticipate. As a result, we may receive less Sprint PCS roaming revenue in the aggregate, than we previously anticipated or we may have to pay more Sprint PCS roaming fees in the aggregate than we anticipate. The fee for each Sprint PCS roaming minute used was decreased from $0.20 per minute before June 1, 2001, to $0.15 per minute effective June 1, 2001, and further decreased to $0.12 per minute effective October 1, 2001. The Sprint PCS roaming rate was changed to $0.10 per minute in 2002. Sprint has reduced the reciprocal roaming rate to $0.058 per minute of use as of January 1, 2003. As a result, we may receive less Sprint PCS roaming revenue in the -42- aggregate, than we previously anticipated. Furthermore, we do not expect to receive substantial non-Sprint PCS roaming revenue. IF SPRINT PCS CUSTOMERS ARE NOT ABLE TO ROAM INSTANTANEOUSLY OR EFFICIENTLY ONTO OTHER WIRELESS NETWORKS, WE MAY SUFFER A REDUCTION IN OUR REVENUES AND NUMBER OF CUSTOMERS. The Sprint PCS network operates at a different frequency and uses or may use a different signal transmission technology than many analog cellular and other digital systems. To access another provider's analog cellular, TDMA or GSM digital system when outside the territory served by the Sprint PCS network, a Sprint PCS customer is required to utilize a dual-band/dual-mode handset compatible with that provider's system. Generally, because dual-band/dual-mode handsets incorporate two radios rather than one, they are more expensive, larger and heavier than single-band/single-mode handsets. The Sprint PCS network does not allow for call hand-off between the Sprint PCS network and another wireless network, so a customer must end a call in progress on the Sprint PCS network and initiate a new call when outside the territory served by the Sprint PCS network. In addition, the quality of the service provided by a network provider during a roaming call may not approximate the quality of the service provided by Sprint. The price of a roaming call may not be competitive with prices of other wireless companies for roaming calls, and Sprint customers may not be able to use Sprint PCS advanced features, such as voicemail notification, while roaming. These roaming issues may cause us to suffer a reduction in our revenues and number of customers. PARTS OF OUR TERRITORIES HAVE LIMITED LICENSED SPECTRUM, WHICH MAY ADVERSELY AFFECT THE QUALITY OF OUR SERVICE. In the majority of our markets, Sprint has licenses covering 20 MHz or 30 MHz of spectrum. However, Sprint has licenses covering only 10 MHz in parts of our territory covering approximately 3.8 million residents out of a total population of over 10.2 million residents. In the future, as our customers in those areas increase in number, this limited licensed spectrum may not be able to accommodate increases in call volume and may lead to increased dropped calls and may limit our ability to offer enhanced services. NON-RENEWAL OR REVOCATION BY THE FCC OF THE SPRINT PCS LICENSES WOULD SIGNIFICANTLY HARM OUR BUSINESS BECAUSE WE WOULD NO LONGER HAVE THE RIGHT TO OFFER WIRELESS SERVICE THROUGH OUR NETWORK. We are dependent on Sprint's PCS licenses, which are subject to renewal and revocation by the FCC. Sprint's PCS licenses in many of our territories will expire as early as 2005 but may be renewed for additional ten-year terms. There may be opposition to renewal of Sprint's PCS licenses upon their expiration and the Sprint PCS licenses may not be renewed. The FCC has adopted specific standards to apply to PCS license renewals. For example, if Sprint does not demonstrate to the FCC that Sprint has met the five-year construction requirements for each of its PCS licenses, it can lose those licenses. Failure to comply with these standards in our territory could cause the imposition of fines on Sprint by the FCC or the revocation or forfeiture of the Sprint PCS licenses for our territory, which would prohibit us from providing service in our markets. IF THE SPRINT PCS AGREEMENTS DO NOT COMPLY WITH FCC REQUIREMENTS, SPRINT MAY TERMINATE THE SPRINT PCS AGREEMENTS, WHICH COULD RESULT IN OUR INABILITY TO PROVIDE SERVICE. The FCC requires that licensees like Sprint maintain control of their licensed spectrum and not delegate control to third-party operators or managers like us. Although the Sprint PCS agreements reflect an arrangement that the parties believe meets the FCC requirements for licensee control of licensed spectrum, we cannot be certain the FCC will agree with us. If the FCC determines that the Sprint PCS agreements need to be modified to increase the level of licensee control, we have agreed with Sprint to use our best efforts to modify the Sprint PCS agreements to comply with applicable law. If we cannot agree with Sprint to modify the Sprint PCS agreements, they may be terminated. If the Sprint PCS agreements are terminated, we would no longer be a part of the Sprint PCS network and we would have extreme difficulty in conducting our business. -43- WE MAY NEED MORE CAPITAL THAN WE CURRENTLY ANTICIPATE TO COMPLETE THE BUILD-OUT AND UPGRADE OF OUR NETWORK, AND A DELAY OR FAILURE TO OBTAIN ADDITIONAL CAPITAL COULD DECREASE OUR REVENUES. The completion of our network build-out will require substantial capital. Additional funds would be required in the event of: o significant departures from our current business plan; o unforeseen delays, cost overruns, unanticipated expenses; or o regulatory, engineering design and other technological changes. For example, it is possible that we will need substantial funds if we find it necessary or desirable to overbuild the territory currently served through our arrangements with the Alliances. Due to our highly leveraged capital structure, additional financing may not be available or, if available, may not be obtained on a timely basis or on terms acceptable to us or within limitations permitted under our existing debt covenants. Failure to obtain additional financing, should the need for it develop, could result in the delay or abandonment of our development and expansion plans, and we may be unable to fund our ongoing operations. SPRINT MAY REQUIRE US PAY ADDITIONAL FEES THAT COULD NEGATIVELY EFFECT OUR RESULTS OF OPERATIONS. Recently, Sprint has sought to increase service fees connection with its development of 3G-related back-office systems and platforms. The Company, along with other PCS affiliates of Sprint, is currently disputing the validity of Sprint's right to pass through this fee to the affiliates. If this dispute is resolved unfavorably to the Company, then Horizon PCS will incur additional expenses. UNAUTHORIZED USE OF OUR NETWORK AND OTHER TYPES OF FRAUD COULD DISRUPT OUR BUSINESS AND INCREASE OUR COSTS. We will likely incur costs associated with the unauthorized use of our network, including administrative and capital costs associated with detecting, monitoring and reducing the incidence of fraud. Fraud impacts interconnection costs, capacity costs, administrative costs, fraud prevention costs and payments to other carriers for unbillable fraudulent roaming. Although we believe that Sprint has implemented appropriate controls to minimize the effect to us of fraudulent usage, our efforts may not be successful. EXPANDING OUR TERRITORY MAY HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS. As part of our business strategy, we may expand our territory through the grant of additional markets from Sprint or through acquisitions of other Sprint PCS affiliates. We will evaluate strategic acquisitions and alliances principally relating to our current operations. These transactions may require the approval of Sprint and commonly involve a number of risks, including: o difficulty assimilating acquired operations and personnel; o diversion of management attention; o disruption of ongoing business; o inability to retain key personnel; o inability to successfully incorporate acquired assets and rights into our service offerings; o inability to maintain uniform standards, controls, procedures and policies; and o impairment of relationships with employees, customers or vendors. Failure to overcome these risks or any other problems encountered in these transactions could have a material adverse effect on our business. In connection with these transactions, we may also issue additional equity securities and incur additional debt. -44- THE SPRINT PCS AGREEMENTS AND OUR RESTATED CERTIFICATE OF INCORPORATION INCLUDE PROVISIONS THAT MAY DISCOURAGE, DELAY OR RESTRICT ANY SALE OF OUR OPERATING ASSETS OR COMMON STOCK TO THE POSSIBLE DETRIMENT OF OUR NOTEHOLDERS. The Sprint PCS agreements restrict our ability to sell our operating assets and common stock. Generally, Sprint must approve a change of control of our ownership and consent to any assignment of the Sprint PCS agreements. The Sprint PCS agreements also give Sprint a right of first refusal if we decide to sell the operating assets of our Bright PCS markets to a third party. In addition, provisions of our restated certificate of incorporation could also operate to discourage, delay or make more difficult a change in control of our company. For example, our restated certificate of incorporation provides for: o two classes of common stock, with our class B common stock having ten votes per share; o the issuance of preferred stock without stockholder approval; and o a classified board, with each board member serving a three-year term. The restrictions in the Sprint PCS agreements and the provisions of our restated certificate of incorporation could discourage any sale of our operating assets or common stock. HORIZON TELCOM WILL BE ABLE TO CONTROL THE OUTCOME OF SIGNIFICANT MATTERS PRESENTED TO STOCKHOLDERS AS A RESULT OF ITS OWNERSHIP POSITION, WHICH COULD POTENTIALLY IMPAIR OUR ATTRACTIVENESS AS A TAKEOVER TARGET. Horizon Telcom beneficially owns approximately 55.6% of our outstanding common stock on fully diluted basis as of June 30, 2003. In addition, the shares held by Horizon Telcom are class B shares, which have ten votes per share. The class A shares have only one vote per share. As a result, Horizon Telcom holds approximately 83.0% of the voting power on a fully diluted basis at June 30, 2003. Horizon Telcom will have the voting power to control the election of our board of directors and it will be able to cause amendments to our restated certificate of incorporation or our restated bylaws. Horizon Telcom also may be able to cause changes in our business without seeking the approval of any other party. These changes may not be to the advantage of our company or in the best interest of our other stockholders or the holders of our notes. For example, Horizon Telcom will have the power to prevent, delay or cause a change in control of our company and could take other actions that might be favorable to Horizon Telcom, but not necessarily to other stockholders. This may have the effect of delaying or preventing a change in control. In addition, Horizon Telcom is controlled by members of the McKell family, who collectively own approximately 60.7% of the voting interests of Horizon Telcom. Therefore, the McKell family, acting as a group, may be able to exercise indirect control over us. WE MAY FACE CONFLICTS OF INTEREST WITH HORIZON TELCOM, WHICH MAY HARM OUR BUSINESS. Conflicts of interest may arise between Horizon Telcom, and us or its other affiliates, in areas relating to past, ongoing and future relationships, including: o corporate opportunities; o tax and intellectual property matters; o potential acquisitions; o financing transactions, sales or other dispositions by Horizon Telcom of shares of our common stock held by it; and o the exercise by Horizon Telcom of its ability to control our management and affairs. Horizon Telcom controls approximately 83.0% of the voting power of our shares on a fully diluted basis. Horizon Telcom is engaged in a diverse range of telecommunications-related businesses, such as local telephone services and Internet services, and these businesses may have interests that conflict or compete in some manner with our business. Horizon Telcom is under no obligation -45- to share any future business opportunities available to it with us, unless Delaware law requires it to do so. Any conflicts that may arise between us and Horizon Telcom or any of its affiliates or any loss of corporate opportunity to Horizon Telcom that may otherwise be available to us may impact our financial condition or results of operations because these conflicts of interest or losses of corporate opportunities could result in a loss of customers and, therefore, business. Because Horizon Telcom will be able to control the outcome of most conflicts upon which stockholders could vote and because it will have the voting power to control our board of directors, conflicts may not be resolved in our favor. PRESENT AND FUTURE TRANSACTIONS WITH HORIZON TELCOM MAY BE ON TERMS THAT ARE NOT AS FAVORABLE AS COULD BE OBTAINED FROM THIRD PARTIES. In the past, we have entered into transactions with Horizon Telcom including the leasing of towers by Horizon Telcom to us and the advancing of cash to us to finance our operations. In addition, Horizon Services, a subsidiary of Horizon Telcom provides administrative services to us including finance and accounting services, computer access and human resources. Although these transactions were on terms that we believe are fair, because Horizon Telcom currently owns 56.3% of our outstanding common stock on a fully diluted basis, third parties with whom we wish to enter into agreements or the marketplace in general may not perceive these transactions with Horizon Telcom to be fair. In addition, because Horizon Telcom has the power to control our board of directors, we may not be able to renew these agreements on terms favorable to us. WE MAY EXPERIENCE A HIGH RATE OF CUSTOMER TURNOVER, WHICH WOULD INCREASE OUR COSTS OF OPERATIONS AND REDUCE OUR REVENUE AND PROSPECTS FOR GROWTH. Our strategy to minimize customer turnover, commonly known as churn, may not be successful. As a result of customer turnover, we lose the revenue attributable to these customers and increase the costs of establishing and growing our customer base. The PCS industry has experienced a higher rate of customer turnover as compared to cellular industry averages. We have experienced an increase in churn during 2002, primarily caused by NDASL customers' inability to pay for services billed. Current and future strategies to reduce customer churn may not be successful. The rate of customer turnover is affected by the following factors, several of which are not within our ability to address: o credit worthiness of customers; o extent of network coverage; o reliability issues such as blocked calls, dropped calls and handset problems; o non-use of phones; o change of employment; o a lack of affordability; o price competition; o Sprint's PCS customer credit policies; o customer care concerns; and o other competitive factors. A high rate of customer turnover could adversely affect our competitive position, results of operations and our costs of, or losses incurred in, obtaining new customers, especially because we subsidize some of the cost of the handsets purchased by our customers. -46- OUR ALLOWANCE FOR DOUBTFUL ACCOUNTS MAY NOT BE SUFFICIENT TO COVER UNCOLLECTIBLE ACCOUNTS. On an ongoing basis, we estimate the amount of customer receivables that we may not collect to reflect the expected loss on such accounts in the current period. However, our allowance for doubtful accounts may underestimate actual unpaid receivables for various reasons, including: o adverse changes in our churn rate exceeding our estimates; o adverse changes in the economy generally exceeding our expectations; or o unanticipated changes in Sprint's PCS products and services. If our allowance for doubtful accounts is insufficient to cover losses on our receivables, our business, financial position or results of operations could be materially adversely affected. BECAUSE THE WIRELESS INDUSTRY HAS EXPERIENCED HIGHER CUSTOMER ADDITIONS AND HANDSET SALES IN THE FOURTH CALENDAR QUARTER AS COMPARED TO THE OTHER THREE CALENDAR QUARTERS, A FAILURE BY US TO ACQUIRE SIGNIFICANTLY MORE CUSTOMERS IN THE FOURTH QUARTER COULD HAVE A DISPROPORTIONATE NEGATIVE EFFECT ON OUR RESULTS OF OPERATIONS. The wireless industry is historically dependent on fourth calendar quarter results. Our overall results of operations could be significantly reduced if we have a worse than expected fourth calendar quarter for any reason, including the following: o our inability to match or beat pricing plans offered by competitors; o our failure to adequately promote Sprint's PCS products, services and pricing plans; o our inability to obtain an adequate supply or selection of handsets; o a downturn in the economy of some or all of the markets in our territory; or o a generally poor holiday shopping season. REGULATION BY GOVERNMENT AGENCIES MAY INCREASE OUR COSTS OF PROVIDING SERVICE OR REQUIRE US TO CHANGE OUR SERVICES, WHICH COULD IMPAIR OUR FINANCIAL PERFORMANCE. The licensing, construction, use, operation, sale and interconnection arrangements of wireless telecommunications systems are regulated to varying degrees by the FCC, the Federal Aviation Administration and, depending on the jurisdiction, state and local regulatory agencies and legislative bodies. Adverse decisions regarding these regulatory requirements could negatively impact our operations and our cost of doing business. USE OF HAND-HELD PHONES MAY POSE HEALTH RISKS, REAL OR PERCEIVED, WHICH COULD RESULT IN THE REDUCED USE OF OUR SERVICES OR LIABILITY FOR PERSONAL INJURY CLAIMS. Media reports have suggested that radio frequency emissions from wireless handsets may be linked to various health problems, including cancer, and may interfere with various electronic medical devices, including hearing aids and pacemakers. Concerns over radio frequency emissions may discourage use of wireless handsets or expose us to potential litigation. Any resulting decrease in demand for our services, or costs of litigation and damage awards, could impair our ability to profitably operate our business. -47- REGULATION BY GOVERNMENT OR POTENTIAL LITIGATION RELATING TO THE USE OF WIRELESS PHONES WHILE DRIVING COULD ADVERSELY AFFECT OUR RESULTS OF OPERATIONS. Some studies have indicated that some aspects of using wireless phones while driving may impair drivers' attention in certain circumstances, making accidents more likely. These concerns could lead to litigation relating to accidents, deaths or serious bodily injuries, or to new restrictions or regulations on wireless phone use, any of which also could have material adverse effects on our results of operations. A number of U.S. states and local governments are considering or have recently enacted legislation that would restrict or prohibit the use of a wireless handset while driving a vehicle or, alternatively, require the use of a hands-free telephone. Legislation of this sort, if enacted, would require wireless service providers to provide hands-free enhanced services, such as voice activated dialing and hands-free speaker phones and headsets, so that they can keep generating revenue from their subscribers, who make many of their calls while on the road. If we are unable to provide hands-free services and products to our subscribers in a timely and adequate fashion, the volume of wireless phone usage would likely decrease, and our ability to generate revenues would suffer. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (A) EXHIBITS Exhibit No. Description ----------- ----------- 3.1* Amended and Restated Certificate of Incorporation of Horizon PCS. 3.2* Bylaws of Horizon PCS. 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ---------------- * Incorporated by reference to the exhibit with the same number previously filed by the Registrant on Form S-4 (Reg. No. 333- 51238). (B) REPORTS ON FORM 8-K 1. On May 5, 2003, the Company filed a Current Report on Form 8-K regarding its earnings press release for the quarter ended March 31, 2003. 2. On July 31, 2003, the Company filed a Current Report on Form 8-K regarding its work force reduction, store closings and cost reduction efforts -48- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersign thereunto duly authorized. HORIZON PCS, INC. ---------------------------------------- Registrant Date: August 15, 2003 By: /s/ William A. McKell ----------------- ------------------------------------ William A. McKell Chief Executive Officer Date: August 15, 2003 By: /s/ Peter M. Holland ----------------- ------------------------------------ Peter M. Holland Chief Financial Officer (Principal Financial and Chief Accounting Officer) -49- 1637446

HORIZON PCS INC 10-Q