IWO HOLDINGS INC - 10-Q Quarterly Report

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2004

¨	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 333-39746

IWO HOLDINGS, INC.

(Exact name of registrant as specified in its charter)


Delaware		14-1818487
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

901 Lakeshore Drive Lake Charles, LA		70601
(Address of principal executive offices)		(Zip code)

(337) 436-9000

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

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 x No ¨


		Page
Part I -	Financial Information

Item 1.	Financial Statements

	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations	4
	Condensed Consolidated Statements of Cash Flows	5

	Notes to Condensed Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15

Item 4.	Controls and Procedures	22

Part II –	Other Information

Item 3.	Defaults in Senior Securities	22

Item 6.	Exhibits and Reports on Form 8-K	22

Signatures		23


Part I		Financial Information
Item 1.		Financial Statements

IWO HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)


	March 31, 2004			December 31, 2003
	(Unaudited)			(Note 1)
Assets
Current assets:
Cash and cash equivalents	$	36,243		$	32,337
Restricted cash and US Treasury securities at amortized cost – held to maturity		8,173			19,358
Subscriber receivables, net		10,901			9,938
Inventory		1,203			1,619
Prepaid expenses and other assets		6,518			5,867

Total current assets		63,038			69,119

Property and equipment, net		160,339			165,872
Intangible assets, net		18,174			25,642
Note receivable		—			179
Other assets		15,742			16,540

Total assets	$	257,293		$	277,352

Liabilities and Stockholder’s deficit
Current liabilities:
Accounts payable	$	13,607		$	17,079
Accrued expenses		39,569			38,251
Payable to related party		279			39
Current maturities of long-term obligations		352,120			351,697

Total current liabilities		405,575			407,066

Long term obligations in default		—			—
Other		751			893

Stockholder’s deficit:
Common stock		1			1
Additional paid in capital		446,449			446,449
Retained deficit		(595,483	)		(577,057	)

Total stockholder’s deficit		(149,033	)		(130,607	)

Total liabilities and stockholder’s deficit	$	257,293		$	277,352

See accompanying notes to condensed consolidated financial statements

IWO HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands)

(Unaudited)


	For the Three Months Ended March 31,
	2004			2003
Revenues:
Subscriber	$	32,971		$	30,073
Roaming		8,597			7,081
Merchandise sales		2,285			1,751
Other revenue		84			115

Total revenue		43,937			39,020

Expense:
Cost of service		22,452			26,722
Merchandise cost of sales		4,142			2,511
General and administrative		2,954			3,360
Sales and marketing		7,512			8,906
Depreciation and amortization		13,964			13,374
Asset abandonment charge		—			12,403

Total operating expense		51,024			67,276

Operating loss		(7,087	)		(28,256	)
Other expense:
Interest expense, net		(11,314	)		(8,871	)
Loss on sale of assets		(25	)		—

Total other expense		(11,339	)		(8,871	)

Net loss	$	(18,426	)	$	(37,127	)

See accompanying notes to condensed consolidated financial statements

IWO HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)


	For the Three Months Ended March 31,
	2004			2003
Cash flows from operating activities
Net cash used in operating activities	$	(5,833	)	$	(15,392	)

Cash flows from investing activities

Purchases of property and equipment		(1,452	)		(4,579	)
Release of restricted cash and US Treasury securities		11,186			11,035
Proceeds from the sale of assets		5			—

Net cash provided by investing activities		9,739			6,456

Cash flows from financing activities		—			—

Net change in cash and cash equivalents		3,906			(8,936	)

Cash and cash equivalents at beginning of period		32,337			35,008

Cash and cash equivalents at end of period	$	36,243		$	26,072

See accompanying notes to condensed consolidated financial statements

IWO HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2004

(Unaudited)

1.	Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for fair presentation have been included. Operating results for the three-month period ended March 31, 2004 are not necessarily indicative of the results that may be expected for the year ending December 31, 2004.

The condensed consolidated balance sheet at December 31, 2003 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. The condensed consolidated financial statements contained herein should be read in conjunction with the financial statements and notes included in the Form 10-K for IWO Holdings, Inc. for the year ended December 31, 2003, filed on March 2, 2004 with the Securities and Exchange Commission.

Certain reclassifications have been made to the financial statements for the three-month period ended March 31, 2003 to conform to the presentation of the financial statements for the three-month period ended March 31, 2004.

Recent Accounting Pronouncements

In January 2003, the FASB issued FASB Interpretation No. 46, “Consolidation of Variable Interest Entities—An Interpretation of Accounting Research Bulletin (ARB) No. 51” (“FIN 46”). This interpretation clarifies how to identify variable interest entities and how a company should assess its interests in a variable interest entity to decide whether to consolidate the entity. FIN 46 applies to variable interest entities created after January 31, 2003, in which a company obtains an interest after that date. Also, FIN 46 applies at the end of the first reporting period after March 15, 2004, to variable interest entities in which a company holds a variable interest that it acquired before February 1, 2003. The adoption of this interpretation did not have a material effect on the Company’s financial position, results of operations or cash flows.

In May 2003, the Emerging Issues Task Force (“EITF”) modified its previous consensus to EITF 00-21 to clarify the scope of Issue 00-21 and its interaction with other authoritative literature. As permitted under the modified consensus, the Company adopted this modified consensus effective July 1, 2003 for all revenue arrangements entered into subsequent to June 30, 2003. EITF 00-21 addresses the determination of whether an arrangement involving more than one deliverable contains more than one unit of accounting and how the related revenues should be measured and allocated to the separate units of accounting. In applying this guidance, separate contracts with the same party, entered into at or near the same time, will be presumed to be a package, and the consideration will be measured and allocated to the separate units based on their relative fair values. The Company has reviewed EITF 00-21 and determined that the sale of handsets and future service under contract should be accounted for as separate units under EITF 00-21. As a result, the total consideration under these arrangements, including any related activation fees, is allocated between these separate units based on their relative fair values.

2.	Description of the Organization

IWO Holdings, Inc. (“the Company” or “IWO”) is a wholly owned subsidiary of US Unwired Inc. (“US Unwired”) and is principally engaged in the ownership and operation of wireless personal communications systems (“PCS”) in the northeastern region of the United States.

Liquidity

The Company has been unable to develop a business plan that provides sufficient cash to fund operations, debt service and capital requirements in 2003. The Company has been in discussions with its creditors to arrive at an acceptable restructuring to preserve liquidity but has been unable to arrive at an acceptable plan. The Company anticipates seeking protection under bankruptcy in 2004.

As of March 31, 2004, the Company had $36.2 million in cash and cash equivalents and $8.2 million in restricted cash; and indebtedness that consisted of $213.2 million related to its senior bank credit facility and $138.9 million related to its senior notes for a total of $352.1 million. A portion of the original proceeds of the senior notes offering was set aside as restricted cash and used to make the first six scheduled semi-annual interest payments on the senior notes through January 2004.

In March 2004, the Company failed to make the initial $2.3 million principal payment on its senior bank credit facility and since March 2003, the Company has failed to make $14.2 million in interest payments on its senior bank credit facility. The Company was not in compliance with its restrictive covenants under the senior bank credit facility at March 31, 2004. As a result of the Company’s failure to make scheduled principal and interest payments and the covenant violations, the Company was in default of its senior bank credit facility at March 31, 2004 and the holders of the senior bank credit facility have denied the Company access to the remaining $25.2 million of availability. As a result, the Company has classified all outstanding indebtedness of both the senior bank credit facility and the senior notes as a current liability.

As a result of liquidity challenges, the Company has made the decision to reduce capital expenditures for network expansion. Included are cell sites that the Company is required to construct to meet the build out requirements under its Sprint management agreement. Failure to complete the build out of the service area will place the Company in violation of its Sprint PCS management agreement. As a result, Sprint PCS could declare the Company in default and take action up to and including termination of its Sprint PCS management agreement. At March 31, 2004, the Company’s construction in progress included $5.6 million primarily related to cell sites that IWO plans to complete and management estimates that completion of these cell sites will require approximately $11.2 million in additional costs to complete construction and place these sites in operation. The Company anticipates that only a portion of these sites will be completed in 2004.

Due to restrictions in the US Unwired debt instruments, US Unwired cannot provide any capital or other financial support to the Company. Further, the Company’s creditors, lenders and note holders cannot place any liens or encumbrances on the assets of US Unwired. Since the holders of the senior bank credit facility have placed the Company in default, US Unwired’s relationship with the Company may change and several alternatives exist ranging from US Unwired working for the holders of the senior bank credit facility and the holders of the senior notes as a manager of the Company’s territory, possibly subject to the approval by Sprint PCS, to no involvement with the Company at all.

Considering the Company’s default of the loan agreements as discussed above, there is substantial doubt about the Company’s ability to continue as a going concern.

4.	Details of Certain Balance Sheet Accounts

Major categories of property and equipment consisted of the following:


	March 31, 2004		December 31, 2003
	(In thousands)
Land	$	168	$	168
Buildings and leasehold improvements		9,361		9,361
Facilities and equipment		186,414		184,981
Furniture, fixtures and vehicles		5,630		5,684
Construction in progress		5,565		6,026

		207,138		206,220
Less accumulated depreciation and amortization		46,799		40,348

	$	160,339	$	165,872

Intangibles consisted of the following:


	March 31, 2004		December 31, 2003
	(In thousands)
Intangible assets:
Sprint PCS management agreement	$	19,766	$	19,766
Subscriber base		57,500		57,500

		77,266		77,266
Less accumulated amortization		59,092		51,624

Intangible assets, net	$	18,174	$	25,642

5.	Long-Term Obligations

Long-term obligations consisted of the following:


	March 31, 2004		December 31, 2003
	(In thousands)
Senior bank credit facility, in default	$	213,184	$	213,184
Senior subordinated discount notes		138,936		138,513

Long-term obligations		352,120		351,697
Less current maturities, in default		352,120		351,697

Long-term obligations, excluding current maturities	$	—	$	—

The Company is an unrestricted subsidiary of US Unwired. As a result, funds available under the Company’s senior bank credit facility can only be used by the Company to finance the operations of the Company and funds available under US Unwired’s senior bank credit facility can only be used by US Unwired to finance operations of US Unwired.

In March 2004, the Company failed to make the initial $2.3 million principal payment on its senior bank credit facility and since March 2003, the Company has failed to make $14.2 million in interest payments on its senior bank credit facility. The Company was not in compliance with its restrictive covenants under the senior bank credit facility at March 31, 2004 and the holders of the senior bank credit facility have denied the Company access to the remaining $25.2 million of availability. As a result of this and those issues as discussed in Note 3 above, the Company has classified all outstanding indebtedness of both the senior bank credit facility and the senior notes as a current liability.

Senior Bank Credit Facility

Effective December 2000, Independent Wireless One Corporation, a wholly owned subsidiary of the Company, entered into amended and restated secured bank credit facility (“senior bank credit facility”) under

which it may borrow up to $240 million in the aggregate consisting of $170 million in term loans and up to $70 million in revolving loans. The senior bank credit facility matures in 2008. The term loans are due to be repaid in quarterly installments beginning in March 2004 and the reducing revolver matures in March 2008. All loans under the senior bank credit facility, effective with the date of the default, bear interest at a rate of 4.25-4.75 percent above the agent bank’s prime rate. The senior bank credit facility is collateralized by all of the assets of the Company and its subsidiaries.

Senior Notes – 14%

In February 2001, the Company issued 160,000 units, each consisting of $1,000 principal amount of 14% Senior Notes (“senior notes”) due January 15, 2011 and one warrant to purchase 12.50025 shares of the Company’s class C common stock at an exercise price of $7.00 per share. As a result of US Unwired’s acquisition of the Company in April 2002, this warrant was converted to a US Unwired warrant to purchase 12.96401 shares of the US Unwired’s common stock at $6.75 per share. Interest is payable semi-annually on January 15 and July 15 of each year. Independent Wireless One Corporation, a wholly owned subsidiary of the Company, is the sole guarantor of the senior notes. All of the Company’s restricted subsidiaries formed or acquired after the issuance of the senior notes that guarantee the Company’s senior bank credit facility will also be required to guarantee the senior notes. The senior notes are not guaranteed by Independent Wireless One Realty Corporation, a wholly owned subsidiary of the Company. Effective April 1, 2002, with the acquisition by US Unwired, the Company’s senior notes were revalued to a fair value of $136.0 million. The discount is being accreted over the remaining life of the notes using the effective interest method.

A portion of the original proceeds of the senior notes offering was set aside as restricted cash and used to make the first six scheduled semi-annual interest payments on the senior notes through January 2004.

6.	Commitments and Contingencies

The PCS licenses that the Company operates for Sprint PCS are subject to a requirement that the Company construct network facilities that offer coverage to 25% of the population or have substantial service in each of its Basic Trading Areas (“BTAs”) within five years from the grant of the licenses. As of March 31, 2004, management believes that Sprint PCS has met the requirements necessary for the licenses that the Company operates for Sprint PCS under its Sprint PCS management agreements.

The Company uses Sprint PCS to process all post-pay PCS subscriber billings including monthly recurring charges, airtime and other charges such as interconnect fees. The Company pays various fees to Sprint PCS for new subscribers as well as recurring monthly fees for services performed for existing customers including billing and management of customer accounts. Sprint PCS’s billing for these services is based upon an estimate of the actual costs incurred by Sprint PCS to provide such services. At the end of each calendar year, Sprint PCS compares its actual costs to provide such services to remittances by the Company for estimated billings and either refunds overpayments or bills for costs in excess of the payments made. In March 2004, Sprint PCS remitted to the Company approximately $2.1 million consisting of $.6 million in cash and $1.5 million in credits to previously disputed items for 2003 billings related to these services. Based upon information as provided by Sprint PCS, the Company believes it has adequately provided for the above-mentioned costs in the accompanying consolidated financial statements. Additionally, Sprint PCS has contracted with national retailers that sell handsets and service to new PCS subscribers in the Company’s markets. Sprint PCS pays these national retailers a new subscriber commission and provides handsets to such retailers below cost. Sprint PCS passes these costs of commissions and the handset subsidies to the Company.

The Company periodically reviews all charges from Sprint PCS and from time to time, the Company may dispute certain of these charges. As of March 31, 2004, the Company had disputed approximately $10.1 of charges to IWO. Based upon the information provided to the Company by Sprint PCS to date, the Company believes the accompanying condensed consolidated balance sheet adequately reflects its obligation that may be due to Sprint PCS for these charges.

On July 11, 2003, US Unwired and two of its subsidiaries, Louisiana Unwired LLC and Texas Unwired (“US Unwired”), filed suit in U.S. District Court for the Western District of Louisiana, against Sprint Corporation, Sprint Spectrum, L.P., Wireless, L.P. and Sprintcom, Inc. (collectively, “Sprint”) and on September 25, 2003, US Unwired filed an amended complaint. The suit alleges violations of the Racketeer Influenced and Corrupt

Organizations Act, breach of fiduciary duty, breach of contract, and fraud arising out of Sprint’s conduct in its dealings with the plaintiff companies. It seeks treble actual damages in unspecified amounts and appointment of a receiver or fiscal agent over property and assets controlled by Sprint. The Company is not a plaintiff in this suit. On February 5, 2004, the U.S. District Court denied in all respects Sprint’s previously-filed motion for judgment on the pleadings, stated that it was amenable to allowing US Unwired to hire an outside accounting company or other expert to monitor monies received by Sprint, and agreed with the Company’s position that certain claims are subject to trial by jury in Louisiana. On March 8, 2004, US Unwired filed its Second Amended Complaint against Sprint to include certain additional factual allegations related to its claims, as requested by the Court’s February 5 Order. On April 8, 2004, Sprint filed its Answer, Defenses, and Counterclaim to US Unwired’s Second Amended Complaint, which included a claim that US Unwired owed Sprint approximately $16.3 million related to contractual disputes between the parties. The Company is not a defendant in this suit. On March 25, 2004, US Unwired filed Plaintiffs’ Application to Appoint an Outside Accounting Company or Other Expert to Contemporaneously Monitor Monies Paid to Sprint From US Unwired Affiliate Customers. Sprint has filed an objection to US Unwired’s application. US Unwired anticipates that the Court will rule on its application in the coming weeks. US Unwired and Sprint also have submitted to the Court an agreed upon schedule to complete the discovery process during 2004 and US Unwired anticipates an early 2005 trial date.

7.	Income Taxes

The Company’s effective income tax rate for the interim periods presented is based on management’s estimate of the Company’s effective tax rate for the applicable year and differs from the federal statutory income tax rate primarily due to nondeductible permanent differences, state income taxes and changes in the valuation allowance for deferred tax assets. The Company’s income or loss for tax purposes is included in the income tax return of the parent. However, the Company’s income tax provision is computed on a separate basis.

8.	Condensed Consolidating Financial Information

Independent Wireless One Leased Realty Corporation (the “Non-Guarantor”), a 100% wholly owned subsidiary of Independent Wireless One Corporation, is precluded from guaranteeing the debt of IWO Holdings, Inc. based on current agreements in effect. Independent Wireless One Corporation is not restricted from serving as a guarantor of the IWO Holdings, Inc. debt.

Independent Wireless One Leased Realty Corporation holds all of the cell site leases and certain leases related to the retail stores and tower site leases. Operating expenses are comprised of rent expense from these leases. Independent Wireless One Leased Realty Corporation has charged Independent Wireless One Corporation a fee equal to its rent expense for use of its leased cell sites, office and retail space.

The information which follows presents the condensed consolidating balance sheet as of March 31, 2004 and December 31, 2003 and the condensed consolidating results of operations and cash flows for the three-month periods ended March 31, 2004 and 2003 of (a) the Parent Company, IWO Holdings, Inc., (b) the “Guarantor”, Independent Wireless One Corporation, and (c) the “Non-Guarantor”, Independent Wireless One Leased Realty Corporation, and includes consolidating entries and the Company on a consolidated basis.

Condensed Consolidating Balance Sheet


	March 31, 2004
	IWO Holdings, Inc. (Parent)			Independent Wireless One Corp. (Guarantor)			Independent Wireless One Leased Realty Corp. (Non-guarantor)		Consolidating Entries			Consolidated
	(In thousands)
ASSETS:
Current assets:
Cash and cash equivalents	$	—		$	36,243		$	—	$	—		$	36,243
Restricted cash and US Treasury securities at amortized cost – held to maturity		79			8,094			—		—			8,173
Subscriber receivables, net		—			10,901			—		—			10,901
Inventory		—			1,203			—		—			1,203
Prepaid expenses and other assets		—			3,634			2,884		—			6,518

Total current assets		79			60,075			2,884		—			63,038
Investment in subsidiary		(165,509	)		—			—		165,509			—
Property and equipment, net		—			160,339			—		—			160,339
Intangible assets, net		—			18,174			—		—			18,174
Other assets		—			15,742			—		—			15,742

Total assets	$	(165,430	)	$	254,330		$	2,884	$	165,509		$	257,293

LIABILITIES AND STOCKHOLDER’S DEFICIT:
Current liabilities:
Accounts payable	$	—		$	13,607		$	—	$	—		$	13,607
Accrued expenses		4,667			34,902			—		—			39,569
Payable to (receivable from) related party		(160,000	)		157,395			2,884		—			279
Current maturities of long-term obligations		138,936			213,184			—		—			352,120

Total current liabilities		(16,397	)		419,088			2,884		—			405,575
Long-term debt		—			—			—		—			—
Other		—			751			—		—			751

Stockholder’s deficit:
Common stock		1			—			—		—			1
Additional paid-in capital		446,449			383,444			—		(383,444	)		446,449
Retained deficit		(595,483	)		(548,953	)		—		548,953			(595,483	)

Total stockholder’s equity (deficit)		(149,033	)		(165,509	)		—		165,509			(149,033	)

Total liabilities and stockholder’s equity (deficit)	$	(165,430	)	$	254,330		$	2,884	$	165,509		$	257,293

Condensed Consolidating Balance Sheet


	December 31, 2003
	IWO Holdings, Inc. (Parent)			Independent Wireless One Corp. (Guarantor)			Independent Wireless One Leased Realty Corp. (Non-guarantor)		Consolidating Entries			Consolidated
	(In thousands)
ASSETS:
Current assets:
Cash and cash equivalents	$	—		$	32,337		$	—	$	—		$	32,337
Restricted cash and US Treasury securities at amortized cost – held to maturity		11,278			8,080			—		—			19,358
Subscriber receivables, net		—			9,938			—		—			9,938
Inventory		—			1,619			—		—			1,619
Prepaid expenses and other assets		—			2,798			3,069		—			5,867

Total current assets		11,278			54,772			3,069		—			69,119
Investment in subsidiary		(153,105	)		—			—		153,105			—
Property and equipment, net		—			165,872			—		—			165,872
Intangible assets, net		—			25,642			—		—			25,642
Note receivable		—			179			—		—			179
Other assets		—			16,540			—		—			16,540

Total assets	$	(141,827	)	$	263,005		$	3,069	$	153,105		$	277,352

LIABILITIES AND STOCKHOLDER’S DEFICIT
Current liabilities:
Accounts payable	$	—		$	17,079		$	—	$	—		$	17,079
Accrued expenses		10,267			27,984			—		—			38,251
Payable to (receivable from) related party		(160,000	)		156,970			3,069		—			39
Current maturities of long-term obligations		138,513			213,184			—		—			351,697

Total current liabilities		(11,220	)		415,217			3,069		—			407,066
Long-term debt		—			—			—		—			—
Other		—			893			—		—			893
Stockholder’s deficit:
Common stock		1			—			—		—			1
Additional paid-in capital		446,449			383,444			—		(383,444	)		446,449
Retained deficit		(577,057	)		(536,549	)		—		536,549			(577,057	)

Total stockholder’s equity (deficit)		(130,607	)		(153,105	)		—		153,105			(130,607	)

Total liabilities and stockholder’s deficit	$	(141,827	)	$	263,005		$	3,069	$	153,105		$	277,352

Condensed Consolidating Statement of Operations


	Three-month period ended March 31, 2004
	IWO Holdings, Inc. (Parent)			Independent Wireless One Corp. (Guarantor)			Independent Wireless One Leased Realty Corp. (Non-guarantor)		Consolidating Entries			Consolidated
	(In thousands)
Revenues	$	—		$	43,937		$	3,768	$	(3,768	)	$	43,937
Operating expenses		—			51,024			3,768		(3,768	)		51,024

Operating loss		—			(7,087	)		—		—			(7,087	)

Other income (expense), net		(6,020	)		(5,319	)		—		—			(11,339	)

Equity in losses of wholly-owned subsidiaries		(12,406	)		—			—		12,406			—

Net loss	$	(18,426	)	$	(12,406	)	$	—	$	12,406		$	(18,426	)

Condensed Consolidating Statement of Operations


	Three-month period ended March 31, 2003
	IWO Holdings, Inc. (Parent)			Independent Wireless One Corp. (Guarantor)			Independent Wireless One Leased Realty Corp. (Non-guarantor)		Consolidating Entries			Consolidated
	(In thousands)
Revenues	$	—		$	39,020		$	3,775	$	(3,775	)	$	39,020
Operating expenses		—			67,276			3,775		(3,775	)		67,276

Operating loss		—			(28,256	)		—		—			(28,256	)

Other income (expense), net		(5,792	)		(3,079	)		—		—			(8,871	)

Equity in losses of wholly-owned subsidiaries		(31,335	)		—			—		31,335			—

Net loss	$	(37,127	)	$	(31,335	)	$	—	$	31,335		$	(37,127	)

Condensed Consolidating Statement of Cash Flows


	Three-month period ended March 31, 2004
	IWO Holdings, Inc. (Parent)			Independent Wireless One Corp. (Guarantor)			Independent Wireless One Leased Realty Corp. (Non-guarantor)		Consolidating Entries		Consolidated
	(In thousands)
Cash flows from operating activities:
Net cash provided by (used in) operating activities	$	(11,186	)	$	5,353		$	—	$	—	$	(5,833	)
Cash flows from investing activities:
Release of restricted cash and U.S. Treasury securities		11,186			—			—		—		11,186
Payments for the purchase of equipment		—			(1,452	)		—		—		(1,452	)
Proceeds from the sale of assets		—			5			—		—		5

Net cash provided by (used in) investing activities		11,186			(1,447	)		—		—		9,739

Cash flows from financing activities:
Proceeds from long-term debt		—			—			—		—		—
Proceeds from promissory notes		—			—			—		—		—

Net cash provided by (used in) financing activities		—			—			—		—		—

Net increase in cash and cash equivalents		—			3,906			—		—		3,906
Cash and cash equivalents at beginning of period		—			32,337			—		—		32,337

Cash and cash equivalents at end of period	$	—		$	36,243		$	—	$	—	$	36,243

Condensed Consolidating Statement of Cash Flows


	Three-month period ended March 31, 2003
	IWO Holdings, Inc. (Parent)			Independent Wireless One Corp. (Guarantor)			Independent Wireless One Leased Realty Corp. (Non-guarantor)		Consolidating Entries		Consolidated
	(In thousands)
Cash flows from operating activities:
Net cash provided by (used in) operating activities	$	(11,035	)	$	(4,357	)	$	—	$	—	$	(15,392	)
Cash flows from investing activities:
Release of restricted cash and U.S. Treasury securities		11,035			—			—		—		11,035
Payments for the purchase of equipment		—			(4,579	)		—		—		(4,579	)
Maturities of marketable securities		—			—			—		—		—

Net cash provided by (used in) investing activities		11,035			(4,579	)		—		—		6,456

Cash flows from financing activities:
Proceeds from long-term debt		—			—			—		—		—
Principal payments of long-term debt		—			—			—		—		—

Net cash provided by (used in) financing activities		—			—			—		—		—

Net decrease in cash and cash equivalents		—			(8,936	)		—		—		(8,936	)
Cash and cash equivalents at beginning of period		—			35,008			—		—		35,008

Cash and cash equivalents at end of period	$	—		$	26,072		$	—	$	—	$	26,072

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This report contains forward-looking statements, which are statements about future business strategy, operations and capabilities, construction plan, construction schedule, financial projections, plans and objectives of management, expected actions of third parties and other matters. Forward-looking statements often include words like believes, belief, expects, plans, anticipates, intends, projects, estimates, may, might, would or similar words. Forward-looking statements speak only as of the date of this report. They involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different. In addition to the investment considerations described elsewhere, specific factors that might cause such a difference include, but are not limited to (i) our ability to integrate operations and finance future growth opportunities; (ii) our dependence on Sprint PCS; (iii) our ability to expand our Sprint PCS network or to upgrade the Sprint PCS network to accommodate new technologies; (iv) limited operating history in the PCS market and anticipation of future losses; (v) potential fluctuations in operating results; (vi) changes or advances in technology; (vii) changes in law or government regulation; (viii) competition in the industry and markets in which we operate; (ix) future acquisitions; (x) our ability to attract and retain skilled personnel; (xi) our dependence on contractor and consultant services, network implementation and information technology support; (xii) our potential inability to expand the services and related products we provide in the event of substantial increases in demand in excess of supply for network and handset equipment and related services and products; (xiii) the availability at acceptable terms of sufficient funds to pay for our business plans; (xiv) changes in labor, equipment and capital costs; (xv) any inability to comply with the indentures that govern our senior notes or credit agreements; (xvi) changes in management; and (xvii) general economic and business conditions.

You should not rely too heavily on any forward-looking statement. We cannot assure you that our forward-looking statements will prove to be correct. We have no obligation to update or revise publicly any forward-looking statement based on new information, future events or otherwise. This discussion should be read in conjunction with our financial statements included in this report and with the financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Form 10-K for IWO Holdings, Inc. for the year ended December 31, 2003 filed on March 2, 2004 with the Securities and Exchange Commission (“SEC”).

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to bad debts, activation fee revenues and related expense, determination of fair value of separate units for the application of EITF 00-21, revenue recognition of contract cancellation and late fees, inventory reserves, intangible assets and contingencies. We base our estimates on our historical experience, the historical experience of Sprint PCS and the historical experience of other Sprint PCS affiliates and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may vary from these estimates under different assumptions or conditions.

We believe the following critical accounting policies affect our significant judgments and estimates used in the preparation of our consolidated financial statements.

Reliance on Sprint PCS Processing

We rely on Sprint PCS for much of our financial reporting information including: revenues; commissions paid to national retailers; fees paid for customer care and billing; roaming revenue and roaming expense on the Sprint PCS and Sprint PCS affiliate network; and, the maintenance of accounts receivable, including cash collections and the write off of customer balances that are not collectible and the accuracy of our accounts receivable balance. Where uncertainty exists regarding revenues, we do not record these revenues until substantive information has been provided to ensure that such revenues have been earned. Based upon the timing of the information received from

Sprint PCS, we make certain assumptions that the information is accurate and that it is consistent with historical trends. We also rely upon the evaluation of internal controls as performed by Sprint PCS’s external auditors that were performed in accordance with AICPA Statement on Auditing Standards (SAS) No. 70.

Bad Debt Expense

We maintain allowances for doubtful accounts for estimated losses resulting from the inability of subscribers to make payments. If the financial conditions of our subscribers deteriorate, resulting in the subscribers’ inability to make payments, additional allowances will be required.

We estimate our allowance by examining the components of our revenue. We establish a general reserve of all accounts receivable that are estimated to be uncollectible. In addition, we do not recognize 100% of our late fees or cancellation fees as revenue because of high uncertainty of the collectibility of these amounts. Reserves for these amounts are recorded to our allowance for doubtful accounts. Our evaluation of the adequacy of these amounts includes our own historical experience and discussions with Sprint PCS and other Sprint PCS affiliates.

Revenue Recognition

We recognize only a portion of contract cancellation fees billed to subscribers that disconnect service prior to fulfilling the contractual length of service, as there is significant uncertainty that all contract cancellation fees that are billed will be collected. We have very limited information at a detail level sufficient to perform our own evaluation and rely on Sprint PCS historical trending to make our estimates. If the collections on contract cancellation fees are less than that recognized, additional allowances may be required.

We recognize only a portion of late fees billed to subscribers that fail to pay their bills within the required payment period, as there is no assurance that all late fees that are billed will be collected. We have very limited information at a detail level sufficient to perform our own evaluation and rely on Sprint PCS historical trending to make our estimates. If the collections on late fees are less than that recognized, additional allowances may be required.

For sales channels other than our retail outlets, we defer revenues collected for activation fees over the estimated life of the subscriber relationship, which we believe to be up to 32 months, based upon our historical trends of average customer lives and discussions with Sprint PCS. For these same sales channels, we also defer an activation expense in an amount equal to the activation fee revenue and amortize this expense in an amount equal to the activation fee revenue over the life of the subscriber relationship. If the estimated life of the subscriber relationship increases or decreases, the amounts of deferred revenue and deferred expense will be adjusted over the revised estimated life of the subscriber relationship. For our retail sales channels, the sale of handsets and future service under contract are accounted for as separate units under EITF 00-21. As a result, the total consideration under these arrangements, including any related activation fees, is allocated between these separate units based upon their relative fair values. The determination of fair values for these separate units can vary depending upon market conditions.

Inventory Reserves

We review our inventory semi-annually and write down our inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be necessary.

Accrued Commissions

We accrue commissions and other costs related to national retailers based upon their sales to new subscribers. The national retailers receive both a commission and, because the handset is typically sold below cost, a reimbursement for the difference between the sales price and the cost. We base our accruals on information provided by Sprint PCS on subscriber additions and recognize that there are typically timing differences between the point of subscriber activation and the time that we are invoiced for commissions by Sprint PCS. We periodically and annually evaluate the adequacy of our accruals through analysis of historical information and discussions with Sprint PCS. Depending on the level of sales and other factors, our estimates of the amounts accrued for commissions and other costs owed to such retailers may require modification of our previous estimates.

Goodwill and Intangible Assets Impairment Analysis

We perform impairment tests of goodwill and indefinite lived assets as required by Statements of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets. The impairment analysis requires numerous subjective assumptions and estimates to determine fair value of the respective reporting units as required by FAS No. 142. Depending on level of sales, our liquidity and other factors, we may be required to recognize impairment charges in the future.

Overview

IWO Holdings, Inc. (“IWO”) is a wholly owned subsidiary of US Unwired Inc. (“US Unwired”).

Through our subsidiary, Independent Wireless One Corporation, we provide wireless personal communication services, commonly referred to as PCS, to an area containing 6.3 million residents in the northeastern United States. Our territory extends from suburban New York City (Orange and Sullivan Counties) north to the Canadian border and reaches from the eastern suburbs of Rochester to Syracuse, Ithaca, Binghamton and Elmira in central New York State (and extending into a small portion of north central Pennsylvania), east to include all of Vermont and New Hampshire (except Nashua, New Hampshire) and a portion of western Massachusetts. We are a network partner of Sprint PCS, the personal communications services group of Sprint Corporation. Sprint PCS, directly and through affiliates like us, provides wireless services in more than 4,000 cities and communities across the country. We have the exclusive right to provide digital PCS services under the Sprint^® and Sprint PCS^® brand names in our service area.

Liquidity and Capital Resources

For a discussion on Liquidity, refer to Note 3 to our Condensed Consolidated Financial Statements that is included in this filing and which is incorporated by this reference.

Cash Flows

Net cash used in operating activities during the three-month period ended March 31, 2004 was $5.8 million. Net cash provided by investing activities during the three-month period ended March 31, 2004 was $9.7 million and included $11.2 million in proceeds of restricted cash offset by $1.5 million for capital expenditures. Net cash provided by financing activities during the three-month period ended March 31, 2004 was $0.

Performance Measurements and Metrics

The wireless telecommunications industry uses terms such as subscriber additions, average revenue per user, churn and cost per gross addition as performance measurements or metrics. None of these terms are measures of financial performance under accounting principles generally accepted in the United States. When we use these terms, they may not be comparable to similar terms used by other wireless telecommunications companies.


	Three month period ended March 31,
	2004			2003
Subscribers
Gross Additions		27,274			26,559
Net Additions		5,063			4,717
Total Customers		220,074			205,813
Churn		3.1	%		3.3	%

Reseller subscribers		58,101			12,056

Average Revenue Per User, Monthly
Including Roaming	$	63.69		$	60.87
Without Roaming	$	50.52		$	49.27

Cost Per Gross Addition	$	344		$	364

Average Monthly MOUs Per Subscriber
Home		480			433
Roaming off our Network		182			139

System MOUs (Millions)
Subscriber		313			264
Roaming		160			96

Licensed POPs (Millions)		6.3			6.3
Covered POPs (Millions)		4.8			4.7
Towers (owned and leased)		693			651

Subscribers

We refer to our customers as “subscribers”. Gross additions refer to the total number of new subscribers added during the period. Net subscribers refer to the total number of new subscriber additions during the period reduced by any subscribers that have cancelled or terminated their service with us during this same period.

The number of gross and net additions increased for the three-month period ended March 31, 2004 as compared to the three-month period ended March 31, 2003 primarily as a result of our marketing efforts to target customers of good credit quality and efforts to redirect customers with challenged credit standing to our pre-pay or pay as you go service.

Churn

Churn is the monthly rate of customer turnover expressed as a percentage of our overall average customers for the reporting period. Customer turnover includes both customers that elected voluntarily to not continue using our service and customers that were involuntarily terminated from using our service because of non-payment. Churn is calculated by dividing the sum of (i) the number of customers that discontinue service; (ii) less those customers discontinuing their service within 30 days of their original activation date; (iii) adding back those customers that reactivate their service, by our overall average customers for the reporting period; and, (iv) dividing by the number of months in the period. The decrease in churn for the three-month period ended March 31, 2004 as compared to the three-month period ended March 31, 2003 was primarily as a result of the our efforts to attract and retain subscribers in good credit standing.

Subscriber and Roaming Revenue

Subscriber revenue consists primarily of a basic service plan (where the customer purchases a pre-allotted number of minutes for voice and/or data transmission); airtime (which consists of billings for minutes that either exceed or are not covered by the basic service plan); long distance; and charges associated with travel outside our service area.

Roaming revenue consists primarily of Sprint PCS travel revenue and foreign roaming revenue. Sprint PCS travel revenue is generated on a per minute basis when a Sprint PCS subscriber outside of our markets uses our service when traveling through our markets. Sprint PCS travel expense is generated on a per minute basis when our subscribers travel outside our market area and use the Sprint PCS network. Historically, our Sprint PCS travel revenue exceeds our Sprint PCS travel expense. Foreign roaming revenue is generated when a non-Sprint PCS customer uses our service when traveling through our markets.

Effective January 1, 2004, Sprint PCS reduced the reciprocal travel rate to $0.041 per minute in 2004 from $0.058 per minute in 2003. For the three-month period ended March 31, 2004, the reduction in the travel rate has resulted in a $2.3 million decrease to our revenues, a $2.2 million decrease to our expenses and a reduction to our cash flow of $.1 million.

Average Revenue per User

Average revenue per user (“ARPU”) is the average monthly service revenue per subscriber and is calculated by dividing total subscriber revenue for the period by the average number of subscribers during the period. We present ARPU excluding and including roaming revenue. The increase in ARPU including roaming for the three-month period ended March 31, 2004 as compared to the three-month period ended March 31, 2003 was primarily as a result of an increase in data usage by our subscribers and a volume increase in voice and data roaming by Sprint and reseller subscribers using our network that was partially offset by a decrease in revenues related to minutes over plan and a decrease in the reciprocal travel rate as discussed above. The increase in ARPU excluding roaming for the three-month period ended March 31, 2004 compared to the three-month period ended March 31, 2003 was primarily related to an increase in data usage offset by a decrease in revenues related to minutes over plan.

Cost per Gross Addition

Cost per gross addition (“CPGA”) summarizes the average cost to acquire all customers during the reporting period. CPGA is computed by adding selling and marketing expenses, cost of equipment and activation costs and reducing the amount by the revenue from handset and accessory sales. The net amount is divided by the number of total new subscribers added for the period. The decrease in CPGA for the three-month period ended March 31, 2004 as compared to the three-month period ended March 31, 2003 was primarily as a result of an overall decrease in selling and marketing expenses as explained below.

Average Monthly Minutes of Use per Subscriber

We calculate average monthly minutes of use (“MOUs) per subscriber to provide us with an indication of the effectiveness of our basic service plans. We calculate average monthly MOUs per subscriber by dividing total subscriber minutes with and without roaming by the average number of our subscribers. Our average subscriber MOUs with and without roaming are increasing primarily as a result of more generous allotments in our basic service plans.

Reseller Subscribers

We participate in a reseller program in our service area through Sprint PCS as part of the partnership between Sprint PCS and Virgin Mobile USA, LLC (“Virgin”). The agreement allows Virgin to sell prepaid wireless services and pay us for use of our network on a per minute basis. The number of reseller subscribers increased for the three-month period ended March 31, 2004 as compared to the three-month period ended March 31, 2003 primarily as a result of higher market penetration.

System Minutes of Use

System minutes of Use (“MOUs”) provide an indication of total network (“system”) usage. We track and evaluate network usage for our subscribers as well as other Sprint PCS, Sprint PCS affiliates and non-Sprint PCS subscribers using our network in order to assess network capacity. Our overall system minutes are increasing primarily as a result of increases to subscribers and increases in minutes allotted to subscriber plans.

Resident Population/ Service Area

Our service area comprises a population (“Licensed POPs”) of approximately 6.3 million residents. When we use the term “Covered POPs”, we refer to that portion of residents in our service area that have service available as a result of our network build out. The number of people in our service area does not represent the number of Sprint PCS subscribers that we expect to have in our service area. The increase in Covered POPs is the result of additional cell site towers (“towers”) that either we have constructed and own or where we have leased space on cell site towers owned by others.

Three Month Period Ended March 31, 2004 Compared to the Three Month Period Ended March 31, 2003

Revenues


	Three-month period ended March 31,
	2004		2003
	(In thousands)
Subscriber revenues	$	32,971	$	30,073
Roaming revenues		8,597		7,081
Merchandise sales		2,285		1,751
Other revenues		84		115

Total revenues	$	43,937	$	39,020

Subscriber revenues

Total subscriber revenues were $33.0 million for the three-month period ended March 31, 2004 as compared to $30.1 million for the three-month period ended March 31, 2003, representing an increase of $2.9 million and was primarily the result of an increase in the number of subscribers we serve.

Roaming revenues

Roaming revenues were $8.6 million for the three-month period ended March 31, 2004 as compared to $7.1 million for the three-month period ended March 31, 2003, representing an increase of $1.5 million and was primarily as a result of an increase of $2.2 million related to a higher volume of PCS subscribers traveling though our service area, an increase of $.5 million related to data travel and an increase of $1.1 million related to other network usage including Virgin offset by a decrease of $2.3 million related to our decrease in the reciprocal roaming rate as discussed in Subscriber and Roaming Revenue above.

Merchandise sales

Merchandise sales were $2.3 million for the three-month period ended March 31, 2004 as compared to $1.8 million for the three-month period ended March 31, 2003, representing a increase of $.5 million. The increase is primarily as a result of an increase in sales to new subscribers, no longer discounting handset sales to local agents and our July 1, 2003 adoption of EITF 00-21 as discussed in Note 1 above. The cost of handsets typically exceeds the amount received from our subscribers because we subsidize the price of handsets to remain competitive in the marketplace.

Operating Expenses


	Three-month period ended March 31,
	2004		2003
	(In thousands)
Cost of service		22,452	$	26,722
Merchandise cost of sales		4,142		2,511
General & administrative		2,954		3,360
Sales & marketing		7,512		8,906
Depreciation & amortization		13,964		13,374
Asset abandonment charge		—		12,403

Total operating expenses	$	51,024	$	67,276

Cost of service

Cost of service was $22.5 million for the three-month period ended March 31, 2004 as compared to $26.7 million for the three-month period ended March 31, 2003, representing a decrease of $4.2 million that consisted primarily of a $1.1 million decrease in bad debt expense, a $2.1 million true-up of 2003 Sprint PCS service bureau fees, an overall reduction in certain Sprint PCS service bureau fees of $.4 million and a $.7 million decrease in circuits and usage.

Merchandise cost of sales

Merchandise cost of sales was $4.1 million for the three-month period ended March 31, 2004 as compared to $2.5 million for the three-month period ended March 31, 2003, representing an increase of $1.6 million that was primarily as a result of the increase in sales to new subscribers and our adoption of EITF 00-21 as discussed above. The cost of handsets typically exceeds the amount received from our subscribers because we subsidize the price of handsets to remain competitive in the marketplace.

General and administrative expenses

General and administrative expenses were $3.0 million for the three-month period ended March 31, 2004 as compared to $3.4 million for the three-month period ended March 31, 2003, representing a decrease of $.4 million and was primarily related to a $.2 million decrease in management fees charged by US Unwired.

Sales and marketing expenses

Sales and marketing expenses were $7.5 million for the three-month period ended March 31, 2004 as compared to $8.9 million for the three-month period ended March 31, 2003, representing a decrease of $1.4 million and was primarily related to a $1.1 million decrease in advertising expense, a $.4 million decrease in wages and benefits, a $.2 million decrease in management fees charged by US Unwired and a $.1 million decrease in telephone expense offset by a $.4 million increase in commission payments to independent agents.

Depreciation and amortization expense

Depreciation and amortization expense was $14.0 million for the three-month period ended March 31, 2004 as compared to $13.4 million for the three-month period ended March 31, 2003, representing an increase of $.6 million and was primarily due to an increase in depreciation expense. Property and equipment increased to $207.1 million at March 31, 2004 from $199.3 million at March 31, 2003 and intangibles assets were unchanged at $77.3 million at March 31, 2004 and March 31, 2003.

Asset Abandonment Charge

In the three-month period ended March 31, 2003, we recorded a $12.4 million write off of construction in progress and related lease expense due to abandoned cell site construction.

Other Income/(Expense)


	Three-month period ended March 31,
	2004			2003
	(In thousands)
Interest expense	$	(11,406	)	$	(9,169	)
Interest income		92			298
Loss on asset sale		(25	)		—

Total other expense	$	(11,339	)	$	(8,871	)

Interest expense was $11.4 million for the three-month period ended March 31, 2004 as compared to $9.2 million for the three-month period ended March 31, 2003, representing an increase of $2.2 million. Our outstanding debt was $352.1 million at March 31, 2004 as compared to $351.7 million at March 31, 2003. All loans under the senior bank credit facility, effective with the date of the default as discussed in Note 5 above, bear interest at a rate of 4.25-4.75 percent above the agent bank’s prime rate.

Interest income was $.1 million for the three-month period ended March 31, 2004 as compared to $.3 million for the three-month period ended March 31, 2003, representing a decrease of $.2 million. The decrease was primarily due to less cash and cash equivalents available for investment and a decrease in interest rates.

Seasonality

Like the wireless communications industry in general, there is an increase in subscriber additions in the fourth quarter due to the holiday season. A greater number of phones sold at holiday promotional prices causes our losses on merchandise sales to increase. Our sales and marketing expenses increase also with holiday promotional activities. We generally have the weakest demand for new wireless services during the summer. We expect these trends to continue based on historical operating results.

Item 4. Controls and Procedures

As of March 31, 2004, an evaluation was performed under the supervision and with the participation of the Company’s management, including the CEO and CFO, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on that evaluation, the Company’s management, including the CEO and CFO, concluded that the Company’s disclosure controls and procedures were effective as of March 31, 2004. There have been no changes in the Company’s internal control over financial reporting during the fiscal quarter ended March 31, 2004 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Part II

Item 3. Defaults Upon Senior Securities

In March 2004, Independent Wireless One Corporation, a wholly owned subsidiary of IWO, failed to make the initial $2.3 million principal payment and since March 31, 2003 has failed to make $14.2 million in interest payments on its amended and restated secured credit facility (“the IWO senior bank credit facility”) under which it may borrow up to $240 million in the aggregate consisting of $170 million in term loans and up to $70 million in revolving loans and was not in compliance with its restrictive covenants. As a result of the failure to make scheduled principal and interest payments and the covenant violations, the Company was in default of the IWO senior bank credit facility at March 31, 2004.

Item 6. Exhibits and Reports on Form 8-K.

a. The following exhibits are filed as part of this report:



(3)(i)		Amended and Restated Certificate of Incorporation of IWO Holdings, Inc. (incorporated by reference to Form 10-K of IWO Holdings, Inc. filed on March 31, 2003).

(3)(ii)		Bylaws of IWO Holdings, Inc., as amended. (incorporated by reference to Form 10-K of IWO Holdings, Inc. filed on March 31, 2003).

(4)		Indenture, dated as of February 2, 2001, among IWO Holdings, Inc., Independent Wireless One Corporation and Firstar Bank, N.A., as trustee for the Senior Notes (incorporated by reference to Exhibit 4.1 to IWO Holdings, Inc.’s and Independent Wireless One Corporation’s Registration Statement on Form S-4, Registration No. 333-58902, filed on April 13, 2001)

(10)(i)(a)		Credit Agreement, dated as of December 20, 1999, among Independent Wireless One Corporation, as borrower, the lenders thereto from time to time, Chase Securities Inc., as book manager and lead arranger, First Union National Bank and BNP Paribas (as successor in interest to Paribas), as senior managing agents, UBS AG, Stamford Branch, as documentation agent, and The Chase Manhattan Bank, as administrative agent (incorporated by reference to Exhibit 10.27 to IWO Holdings, Inc.’s Registration Statement on Form S-1, Registration No. 333-39746, filed on June 21, 2000)

(10)(i)(b)		Amendment No. 1, dated as of June 30, 2000, to the Credit Agreement (incorporated by reference to Exhibit 10.6.2 to IWO Holdings, Inc.’s and Independent Wireless One Corporation’s Registration Statement on Form S-4, Registration No. 333-58902, filed on April 13, 2001)

(10)(i)(c)		Amendment No. 2, dated as of December 8, 2000, to the Credit Agreement (incorporated by reference to Exhibit 10.6.3 to IWO Holdings, Inc.’s and Independent Wireless One Corporation’s Registration Statement on Form S-4, Registration No. 333-58902, filed on April 13, 2001)

(31.1)		Certification by President and Chief Executive Officer

(31.2)		Certification by Chief Financial Officer

(32.1)		Certification by President and Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(32.2)		Certification by Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

b. Reports on Form 8-K

None

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


May 3, 2004		IWO HOLDINGS, INC.

		By: /s/ Jerry E. Vaughn
		Jerry E. Vaughn
		Chief Financial Officer