8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 8, 2005

AIRGATE PCS, INC.

(Exact name of registrant as specified in its charter)

DELAWARE	027455	58-2422929
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

Harris Tower, 233 Peachtree Street, N.E.
Suite 1700
Atlanta, Georgia 30303
(Address of Principal
Executive Offices)

(404) 525-7272
(Registrant’s telephone number, including area code)

None
(Former name or former since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

x  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Section 2. Financial Information.
	Item 2.02. Results of Operations and Financial Condition.
	Section 7 — Regulation FD
	Item 7.01 Regulation FD Disclosure.
	Section 9 — Financial Statements and Exhibits
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
Exhibit index
Press Release

Section 2. Financial Information.

Item 2.02. Results of Operations and Financial Condition.

The following information is provided pursuant to Item 2.02 of Form 8-K, “Results of Operations and Financial Condition,” and Item 7.01 of Form 8-K, “Regulation FD Disclosure.”

On February 8, 2005, AirGate PCS, Inc. issued a press release announcing its financial and operating results for its first fiscal quarter ended December 31, 2004. A copy of that press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information contained in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Section 7 — Regulation FD

Item 7.01 Regulation FD Disclosure.

See “Item 2.02 Results of Operations and Financial Condition” above.

Section 9 — Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

99.1 Press Release of AirGate PCS, Inc., dated February 8, 2005, announcing its financial and operating results for its first fiscal quarter ended December 31, 2004.

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 undersigned hereunto duly authorized.

	AIRGATE PCS, INC.
Date: February 8, 2005	By:	/s/ William J. Loughman
		William J. Loughman
		Vice President and Chief Financial Officer

Exhibit Index

Exhibit	Description
99.1	Press Release of AirGate PCS, Inc., dated February 8, 2005, announcing its financial and operating results for its first fiscal quarter ended December 31, 2004.

EX-99.1

Exhibit 99.1

Contact:	Bill Loughman
	Chief Financial Officer
	404-525-7272

AIRGATE PCS, INC. ANNOUNCES FIRST QUARTER FISCAL 2005 RESULTS

REACHES 400,000 SUBSCRIBERS AND 46% YEAR OVER YEAR GROSS ADDITION GROWTH

ATLANTA (February 8, 2005) – AirGate PCS, Inc. (Nasdaq: PCSA), a PCS Affiliate of Sprint, today announced financial and operating results for its first fiscal quarter ended December 31, 2004.

Financial and operating highlights of the quarter include the following:

•   Net loss for the quarter was ($15.3) million, or ($1.30) per share, compared with net income of $173.0 million, or $33.32 per share in the first fiscal quarter of 2004.

•   EBITDA, earnings before interest, taxes, depreciation and amortization, was $11.9 million compared with $11.8 million in the first fiscal quarter of 2004.

•   Gross additions were 51,931 compared with 35,601 in the first fiscal quarter of 2004.

•   Churn decreased to 2.72% from 3.10% in the first fiscal quarter of 2004.

•   Net additions were 15,775 compared with 438 in the first fiscal quarter of 2004.

•   Cash, cash equivalents and short-term investment securities increased to $110.0 million as of December 31, 2004 from $68.5 million at September 30, 2004.

First Quarter Financial Overview and Key Operating Metrics
Financial and operating metrics, which include non-GAAP financial measures, for the quarters ended December 31, 2004 and 2003 include the following:

	For the Quarters Ended December 31,
	2004			2003			Change			% Change
Selected Financial Data (dollars in thousands)
Revenue	$	92,212		$	81,503		$	10,709			13.1	%
Operating expenses		96,265			81,454			14,811			18.2	%
Loss from continuing operations		(15,264	)		(11,110	)		(4,154	)		N/M
Discontinued operations		—			184,115			(184,115	)		(100.0	%)
Net income (loss)		(15,264	)		173,005			(188,269	)		(108.8	%)
Capital expenditures		2,773			1,599			1,174			73.4	%
Cash, cash equivalents and short-term investments, end of period		109,976			60,043			49,933			83.2	%
Key Operating Metrics and Non-GAAP Financial Measures
Total subscribers, end of period		400,312			359,898			40,414			11.2	%
Subscriber gross additions		51,931			35,601			16,330			45.9	%
Subscriber net additions		15,775			438			15,337			N/M
Churn		2.72	%		3.10	%		(0.38	%)		N/M
Wholesale subscribers		23,472			—			23,472			N/M
ARPU	$	55.36		$	57.62		$	(2.26	)		(3.9	%)
CPGA	$	309		$	437		$	(128	)		(29.3	%)
EBITDA (in thousands)	$	11,940		$	11,816		$	124			1.0	%

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AirGate PCS Announces First Quarter Fiscal 2005 Results
Page 2
February 8, 2005

Notable financial effects during the quarter ended December 31, 2003 included:

•   A reduction to roaming revenues of approximately $0.9 million resulting from a correction in Sprint’s billing system with respect to data-related inbound roaming revenues.

•   A reduction of cost of service and roaming of $3.8 million related to a year-end settlement of 2003 Sprint service bureau fees and Sprint’s decision to discontinue their billing system conversion.

•   An increase of general and administrative expenses related to debt restructuring costs of $2.3 million.

•   Net income was positively affected by a $184.1 million non-monetary gain from disposition of discontinued operations resulting from the elimination of the investment in iPCS.

Recent Events
On December 8, 2004, it was announced that the Board of Directors approved a definitive agreement under which AirGate PCS, Inc. will merge with and into a wholly-owned subsidiary of Alamosa Holdings, Inc. Under the terms of the definitive agreement, AirGate shareholders will receive 2.87 Alamosa shares for every share of AirGate common stock they hold. In addition, AirGate shareholders will have the option to elect cash consideration in place of Alamosa stock, up to an aggregate amount of $100 million, with the per share cash consideration based on the average closing price of Alamosa stock in the ten trading days prior to the completion of the transaction multiplied by 2.87.

The shareholders of AirGate are scheduled to meet on February 15, 2005 to vote on adoption of the merger agreement.

Management Comments
“AirGate is off to a great start for Fiscal 2005,” said Thomas M. Dougherty, president and chief executive officer of AirGate PCS. “These improved results reflect the actions we have taken over the past year to strengthen our financial position, improve our operating efficiencies and increase the productivity of our sales channels. We will continue to build on this foundation and leverage our operating expertise to enhance our competitive position in the marketplace.”

“This was the first quarter in which we added a material number of wholesale subscribers,” Dougherty continued. “We added approximately 23,000 wholesale subscribers during the quarter in addition to approximately 16,000 net subscribers added through our Sprint-branded business. We are very pleased with these net addition results especially considering that we were able to achieve a CPGA approaching $300 during the quarter.”

“The first quarter of Fiscal 2005 also marked a defining point for the Company as we announced a definitive agreement under which AirGate will merge with and into a wholly-owned subsidiary of Alamosa Holdings, Inc,” Dougherty continued. “We believe that this proposed combination creates the premier Sprint PCS Affiliate serving a combined population of over 23 million residents and approximately 1.3 million subscribers. The increased scale of our combined company offers significant opportunities for additional operational and financial benefits, and will be a platform for future growth and value creation for customers and shareholders alike. Together we will leverage the assets and operating expertise of our companies, as well as the

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AirGate PCS Announces First Quarter Fiscal 2005 Results
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February 8, 2005

proven Sprint PCS brand, and move forward aggressively to strengthen our leadership position in the competitive wireless marketplace. With the proposed transaction with Alamosa, we have many reasons to be optimistic about the outlook for fiscal 2005.”

About AirGate PCS
AirGate PCS, Inc. is the PCS Affiliate of Sprint with the right to sell wireless mobility communications network products and services under the Sprint brand in territories within three states located in the Southeastern United States. The territories include over 7.4 million residents in key markets such as Charleston, Columbia, and Greenville-Spartanburg, South Carolina; Augusta and Savannah, Georgia; and Asheville, Wilmington and the Outer Banks of North Carolina.

Forward Looking Statements
This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, (1) statements about the benefits of the proposed merger between Alamosa Holdings, Inc. (“Alamosa”) and AirGate PCS, Inc. (“AirGate”), including future financial and operating results; (2) statements with respect to Alamosa’s plans, objectives, expectations and intentions and other statements that are not historical facts; and (3) other statements identified by words such as “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “targets,” “projects” and similar expressions. Such statements are based upon the current beliefs and expectations of Alamosa’s and AirGate’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements.

The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: (1) the businesses of Alamosa and AirGate may not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected; (2) expected combination benefits from the Alamosa/AirGate transaction may not be fully realized or realized within the expected time frame; (3) the failure of AirGate and Alamosa stockholders to approve the merger and/or the failure to obtain approvals from regulators or other groups; (4) disruption from the merger making it more difficult to maintain relationships with clients, employees or suppliers; (5) Alamosa’s and AirGate’s dependence on their affiliation with Sprint; (6) shifts in populations or network focus; (7) changes or advances in technology; (8) changes in Sprint’s national service plans or fee structure with Alamosa or AirGate; (9) change in population; (10) difficulties in network construction; (11) increased competition in Alamosa’s and AirGate’s markets; and (12) adverse changes in financial position, condition or results of operations. Additional factors that could cause Alamosa’s and AirGate’s results to differ materially from those described in the forward-looking statements can be found in the 2004 Annual Report on Form 10-K of AirGate and in the 2003 Annual Report on Form 10-K and in the Quarterly Reports on Form 10-Q of Alamosa filed with the Securities and Exchange Commission (the “Commission”) and available at the Commission’s internet site (http://www.sec.gov). The forward-looking statements in this document speak only as of the date of the document, and Alamosa and AirGate assume no obligation to update the forward-looking statements or to update the reasons why actual results could differ from those contained in the forward-looking statements.

On January 19, 2005, Alamosa filed a definitive proxy statement/prospectus with the Commission regarding the proposed merger with AirGate. Stockholders are urged to read the definitive joint proxy statement/prospectus because it contains important information. Stockholders can obtain a free copy of the joint proxy statement/prospectus, as well as other filings containing information about Alamosa and AirGate, without charge, at the Commission’s internet site (http://www.sec.gov). Copies of the joint proxy statement/prospectus and the filings with the Commission that are incorporated by reference in the joint proxy statement/prospectus can also be obtained without charge, by directing a request to Alamosa Holdings, Inc., 5225 S. Loop 289, Lubbock, Texas 79424, Attention: Jon Drake (806-722-1100); or

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AirGate PCS Announces First Quarter Fiscal 2005 Results
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February 8, 2005

AirGate PCS, Inc., Harris Tower, 233 Peachtree Street, N.E. Suite 1700, Atlanta, Georgia 30303, Attention: Bill Loughman (404-525-7272).

The respective directors and executive officers of Alamosa and AirGate and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed merger. Information regarding Alamosa’s directors and executive officers is available in the proxy statement filed with the Commission by Alamosa on April 23, 2004, and information regarding AirGate’s directors and executive officers is available in the proxy statement filed with the Commission by AirGate on March 5, 2004. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, are contained in the definitive joint proxy statement/prospectus filed by Alamosa with the Commission on January 19, 2005, and other relevant materials to be filed with the Commission when they become available.

Financial Measures and Key Operating Metrics
In this press release, the Company uses several key operating metrics and non-GAAP financial measures. In Schedule I, the Company defines each of these metrics and provides a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measure. These financial measures and operating metrics are a supplement to GAAP financial information and should not be considered as an alternative to, or more meaningful than, net income (loss), cash flow or operating income (loss) as determined in accordance with GAAP.

SCHEDULE I

Financial Measures and Key Operating Metrics
The Company uses certain operating and financial measures that are not calculated in accordance with accounting principles generally accepted in the United States of America, or GAAP. A non-GAAP financial measure is defined as a numerical measure of a company’s financial performance that (i) excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the comparable measure calculated and presented in accordance with GAAP in the statement of income or statement of cash flows; or (ii) includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the comparable measure so calculated and presented.

Terms such as subscriber net additions, average revenue per user (“ARPU”), churn and cost per gross addition (“CPGA”) are important operating metrics used in the wireless telecommunications industry. These metrics are important to compare us to other wireless service providers. ARPU and CPGA assist management in budgeting and CPGA also assists management in quantifying the incremental costs to acquire a new subscriber. Except for churn and net subscriber additions, the Company has included a reconciliation of these metrics to the most directly comparable GAAP financial measure. Churn and subscriber net additions are operating statistics with no comparable GAAP financial measure. ARPU and CPGA are supplements to GAAP financial information and should not be considered an alternative to, or more meaningful than, revenues, expenses, loss from continuing operations, or net income (loss) as determined in accordance with GAAP.

Earnings before interest, taxes, depreciation and amortization, or “EBITDA”, is a performance metric used by AirGate and by other companies. Management believes that EBITDA is a useful adjunct to income (loss) from continuing operations and other measurements under GAAP because it is a meaningful measure of a company’s performance, as interest, taxes, depreciation and amortization can vary significantly between companies due in part to differences in accounting policies, tax strategies, levels of indebtedness, capital purchasing practices and interest rates. EBITDA also assists management in evaluating operating performance and is sometimes used to evaluate performance for executive compensation. The Company has included below a presentation of the GAAP financial measure most directly comparable to EBITDA, which is income (loss) from continuing operations, as well as a

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AirGate PCS Announces First Quarter Fiscal 2005 Results
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February 8, 2005

reconciliation of EBITDA to income (loss) from continuing operations. EBITDA is a supplement to GAAP financial information and should not be considered an alternative to, or more meaningful than, net income (loss), income (loss) from continuing operations, or operating income (loss) as determined in accordance with GAAP. EBITDA has distinct limitations as compared to GAAP information such as net income (loss), income (loss) from continuing operations, or operating income (loss). By excluding interest and income taxes for example, it may not be apparent that both represent a reduction in cash available to the Company. Likewise, depreciation and amortization, while non-cash items, represent generally the decreases in the value of assets that produce revenue for the Company.

ARPU, churn, CPGA and EBITDA as used by the Company may not be comparable to a similarly titled measure of another company.

The following terms used in this report have the following meanings:

•   “ARPU” summarizes the average monthly service revenue per user, excluding roaming and wholesale revenue. The Company excludes roaming and wholesale revenue from its ARPU calculation because this revenue is generated from customers of Sprint and other carriers that use our network and not directly from our subscribers. ARPU is computed by dividing average monthly service revenue for the period by the average subscribers for the period.

•   “Churn” is the average monthly rate of subscriber turnover that both voluntarily and involuntarily discontinued service during the period, expressed as a percentage of the average subscribers for the period. Churn is computed by dividing the number of subscribers that discontinued service during the period, net of 30-day returns, by the average subscribers for the period.

•   “CPGA” summarizes the average cost to acquire new subscribers during the period. CPGA is computed by adding the equipment margin for handsets sold to new subscribers (equipment revenues less cost of equipment, which costs have historically exceeded the related revenues) and selling and marketing expenses related to adding new subscribers. Retail customer service expenses and the equipment margin on handsets sold to existing subscribers, including handset upgrade transactions, are excluded, as these costs are incurred specifically for existing subscribers. That net amount is then divided by the total new subscribers acquired during the period.

•   “EBITDA” means earnings before interest, taxes, depreciation and amortization.

•   “Subscribers” are those customers which are end users of Sprint PCS telecommunication services and are covered by our digital PCS wireless networks. Subscribers are customers of AirGate PCS.

•   “Wholesale subscribers” are non-Sprint subscribers who utilize our digital PCS wireless networks through reseller agreements through Sprint PCS. Wholesale subscribers are not subscribers of AirGate PCS and are not included in our subscriber counts described above.

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AirGate PCS Announces First Quarter Fiscal 2005 Results
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February 8, 2005

AIRGATE PCS, INC.
Consolidated Balance Sheets
(Unaudited)
(Dollars in thousands, except per share amounts)

	December 31,			September 30,
	2004			2004
Assets
Current assets:
Cash and cash equivalents	$	15,917		$	13,453
Short-term investment securities		94,059			55,000
Accounts receivable, net of allowance for doubtful accounts of $6,220 and $5,517		20,800			20,329
Receivable from Sprint		22,749			23,601
Inventories		4,672			3,052
Prepaid expenses		1,519			983
Other current assets		1,048			23
Total current assets		160,764			116,441
Property and equipment, net of accumulated depreciation and amortization of $192,814 and $177,729		130,809			144,324
Financing costs		4,621			3,071
Direct subscriber activation costs		1,680			1,846
Other assets		965			965
Total assets	$	298,839		$	266,647
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable	$	1,275		$	2,128
Accrued expense		23,977			18,967
Payable to Sprint		39,954			40,879
Deferred revenue		9,567			9,107
Current maturities of long-term debt		—			21,200
Total current liabilities		74,773			92,281
Deferred subscriber activation fee revenue		2,843			3,172
Other long-term liabilities		3,176			3,090
Long-term debt, excluding current maturities		312,478			248,396
Total liabilities		393,270			346,939
Commitments and contingencies
Stockholders’ deficit:
Preferred stock, $.01 par value; 1,000,000 shares authorized; no shares issued and outstanding		—			—
Common stock, $.01 par value; 30,000,000 shares authorized; 11,827,483 and 11,768,058 shares issued and outstanding at December 31, 2004 and September 30, 2004		118			118
Additional paid-in-capital		1,047,676			1,046,551
Accumulated deficit		(1,142,225	)		(1,126,961	)
Total stockholders’ deficit		(94,431	)		(80,292	)
Total liabilities and stockholders’ deficit	$	298,839		$	266,647

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AirGate PCS Announces First Quarter Fiscal 2005 Results
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February 8, 2005

AIRGATE PCS, INC.
Consolidated Statements of Operations
(Unaudited)
(Dollars in thousands, except per share amounts)

	For the Quarters Ended
	December 31,
	2004			2003
Revenue:
Service revenue	$	65,172		$	62,173
Roaming and wholesale revenue		22,301			16,483
Equipment revenue		4,739			2,847
Total revenue		92,212			81,503
Operating Expense:
Cost of service and roaming (exclusive of depreciation and amortization as shown separately below)		48,800			42,465
Cost of equipment		10,239			6,586
Selling and marketing expense		15,423			14,125
General and administrative expense		5,020			6,407
Non-cash stock compensation expense		497			106
Depreciation and amortization of property and equipment		15,993			11,767
Loss (gain) on disposal of property and equipment		293			(2	)
Total operating expense		96,265			81,454
Operating (loss) income		(4,053	)		49
Interest income		530			157
Interest expense		(8,750	)		(11,316	)
Loss on early extinguishment of debt		(2,991	)		—
Loss from continuing operations before income tax		(15,264	)		(11,110	)
Income tax		—			—
Loss from continuing operations		(15,264	)		(11,110	)
Discontinued Operations:
Gain on disposal of discontinued operations net of $0 income tax expense		—			184,115
Income from discontinued operations		—			184,115
Net income (loss)	$	(15,264	)	$	173,005
Basic and diluted weighted-average number of shares outstanding		11,771,458			5,192,238
Basic and diluted earnings (loss) per share:
Loss from continuing operations	$	(1.30	)	$	(2.14	)
Income from discontinued operations		—			35.46
Net income (loss)	$	(1.30	)	$	33.32

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AirGate PCS Announces First Quarter Fiscal 2005 Results
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February 8, 2005

AIRGATE PCS, INC.
Non-GAAP Financial Measures and Key Operating Statistics
(Unaudited)

	For the Quarters Ended December 31,
							Increase			Increase
	2004			2003			(Decrease)			(Decrease) %
Total subscribers, end of period		400,312			359,898			40,414			11.2	%
Subscriber gross additions		51,931			35,601			16,330			45.9	%
Subscriber net additions		15,775			438			15,337			3501.6	%
Churn		2.72	%		3.10	%		(0.38	%)		N/M
Wholesale subscribers, end of period		23,472			—			23,472			100.0	%
ARPU	$	55.36		$	57.62		$	(2.26	)		(3.9	%)
CPGA	$	309		$	437		$	(128	)		(29.3	%)
EBITDA (in thousands)	$	11,940		$	11,816		$	124			1.0	%

	For the Quarters Ended December 31,
							Increase			Increase
	2004			2003			(Decrease) $			(Decrease) %
Loss from continuing operations	$	(15,264	)	$	(11,110	)	$	(4,154	)		(37.4	%)
Plus: depreciation and amortization of property and equipment		15,993			11,767			4,226			35.9	%
Less: interest income		530			157			373			237.6	%
Plus: loss on early extinguishment of debt		2,991			—			2,991			100.0	%
Plus: interest expense		8,750			11,316			(2,566	)		(22.7	%)
EBITDA	$	11,940		$	11,816		$	124			1.0	%

	For the Quarters Ended December 31,
					Increase			Increase
	2004		2003		(Decrease) $			(Decrease) %
Service revenue (in thousands)	$	65,172	$	62,173	$	2,999			4.8	%
Average subscribers		392,425		359,679		32,746			9.1	%
ARPU	$	55.36	$	57.62	$	(2.26	)		(3.9	%)

	For the Quarters Ended December 31,
							Increase			Increase
	2004			2003			(Decrease) $			(Decrease) %
	(In thousands, except gross additions data)
Selling and marketing expense	$	15,423		$	14,125		$	1,298			9.2	%
Plus: activation costs		166			221			(55	)		(24.9	%)
Plus: cost of equipment		10,239			6,586			3,653			55.5	%
Less: cost of existing subscribers, net		(5,038	)		(2,532	)		(2,506	)		99.0	%
Less: equipment revenue		(4,739	)		(2,847	)		(1,892	)		(66.5	%)
Total subscriber acquisition costs	$	16,051		$	15,553		$	498			3.2	%
Gross additions		51,931			35,601			16,330			45.9	%
CPGA	$	309		$	437		$	(128	)		(29.3	%)

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