Metro PCS 2011 Annual Report Download - page 41

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our wireless business. We cannot give any assurance that we will make such future capital expenditures, or that our future
capital expenditures will generate a positive return, or that we will have adequate capital available to finance future upgrades
and enhancements to our network. Further, our funding needs may increase if we pursue other opportunities such as spectrum
acquisitions, whether through government auctions or through acquisitions from third parties, acquisitions of assets or other
strategic transactions, expansion into new or further geographic expansion, or upgrading our network to new technology.
Historically, we have been able to finance our needs and service our debt from cash internally generated from our operations
and various debt and equity offerings. Our success and viability therefore will depend on our ability to maintain and increase
revenues and to raise additional capital, when and if needed, on reasonable terms. We may not have the cash or be able to
arrange additional financing, whether debt, equity or otherwise, to fund our future needs on terms acceptable to us or at all. In
addition, upon the occurrence of a change of control event, we may be required to repurchase or repay a significant portion of
our outstanding debt. We cannot assure you that our business will generate sufficient cash flow from operations, or that future
borrowings, including borrowings under our senior secured credit facility, will be available to us in an amount sufficient to
enable us to pay our indebtedness or to fund our working capital and other liquidity needs, or at all. Further, as our operations
grow, it may be more difficult to adapt and modify our business plan based on the availability of funding.
If our current cash and excess internally generated cash flows are insufficient for our current and future needs or to service
our debt, we may be forced to sell additional equity, seek additional debt financing, borrow additional amounts under our
existing senior secured credit facility or other credit facilities, refinance our existing indebtedness, sell markets, spectrum or our
business, curb or moderate our growth, or delay certain of our planned expansion or other initiatives, additions of capacity, and
technological advances. However, our senior secured credit facility and indentures and supplemental indentures governing our
senior notes limit our ability to incur additional indebtedness. While our senior secured credit facility includes a presently
undrawn revolving line of credit that is to be funded by a number of commercial and investment banks, worldwide economic
conditions, a banking crisis, or tightening capital markets, may affect whether our lenders honor, or are able to honor, their
commitments to fund our revolving line of credit should we need to draw on such line of credit. Our ability to arrange
additional financing will depend on, among other factors, our credit ratings, the prospects for our business, our leverage,
financial and operating performance, general economic, financial, legislative and regulatory conditions, competitive practices,
consumer credit conditions, consumer confidence, unemployment rates and prevailing capital market conditions. Many of these
factors are beyond our control. If we incur significant additional indebtedness, or if we do not continue to generate sufficient
cash from our operations, our credit ratings could be adversely affected, which would likely increase our future borrowing costs
and could affect our ability to access additional capital.
Failure to obtain suitable financing when needed could, among other things, result in our inability to continue to expand our
businesses as planned or to meet competitive challenges; reduction in growth; forego strategic opportunities; delay and/or
reduce network deployments, upgrades, and capital expenditures, operations, spectrum acquisitions and investments; and
restructure or refinance our indebtedness prior to maturity or sell additional equity or seek additional debt financing, all of
which could have a material adverse effect on our business, financial condition and operating results, and on an investment in
our common stock or in our indebtedness.
We may be unable to acquire additional spectrum in the future at a reasonable cost or at all.
Because we primarily offer predominately unlimited calling and data services for a flat rate, our customers tend, on average,
to use our services more than the customers of other wireless broadband mobile carriers. We believe that the average minutes of
use and data usage of our customers may continue to rise. We anticipate we will need to acquire additional spectrum in order to
continue our customer growth, maintain our quality of service, meet increasing customer demands or to allow the deployment
of new technologies. There is no assurance that additional spectrum will be made available by Congress or the FCC, through
auction or otherwise, on a timely basis, on terms and conditions or under service rules that we consider to be suitable for our
commercial uses, or be compatible with existing spectrum, or that we will be able to acquire additional spectrum from the FCC
or from third parties at a reasonable cost or at all. Furthermore, the continued aggregation of spectrum by the largest nationwide
carriers who, in the past, generally have been disinclined to divest spectrum in secondary market transactions, may reduce our
ability to acquire spectrum from other carriers. In addition, the FCC may impose conditions on the use of new wireless
broadband mobile spectrum, such as heightened build-out requirements, limited renewal rights, clearing obligations, or open
access requirements that may make it less attractive to, or less economical for, us to acquire such spectrum. Further, the FCC
may refuse to recognize an acquisition and transfer of spectrum licenses from others or our investments in other license
holders. If additional spectrum is unavailable on reasonable terms and conditions when needed, unavailable at a reasonable
cost, or unavailable without conditions that impose significant costs or restrictions on us, we may not be able to continue to
increase our customer base, meet the requirements of our customers' usage of our services or to offer new services and as a
result we could lose customers or revenues, which could have a material adverse effect on our business, financial condition, and
operating results. Finally, Congress recently enacted legislation that prohibits the FCC from limiting participation in auctions