Unassociated Document
UNITED
STATES
|
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,
2008
|
OR
|
[
] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE
|
SECURITIES
EXCHANGE ACT OF 1934
|
|
Commission
file number 1-4996
|
|
Alltel
Corporation
|
(Exact
name of registrant as specified in its charter)
|
|
|
Delaware
|
34-0868285
|
(State
or other jurisdiction of
|
(I.R.S.
Employer
|
incorporation
or organization)
|
Identification
No.)
|
|
|
One
Allied Drive, Little Rock, Arkansas
|
72202
|
(Address
of principal executive offices)
|
(Zip
Code)
|
|
|
Registrant’s
telephone number, including area code
|
(501)
905-8000
|
|
|
|
(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.
x YES ¨ NO
Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See definition of “large
accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule
12b-2 of the Exchange Act. (Check one):
Large accelerated
filer ¨ Accelerated
filer ¨ Non-accelerated
filer x Smaller
reporting company ¨
Indicate by check mark whether the
registrant is a shell company (as defined by Rule 12b-2 of the Exchange
Act)
¨ YES x NO
|
The
Registrant is a privately-held corporation, and accordingly, none of its
voting stock is held by
non-affiliates.
|
|
As
of March 31, 2008, the number of shares of the Registrant’s common stock,
par value $0.01 per share, outstanding were
454,000,122.
|
ALLTEL
CORPORATION
|
FORM
10-Q
|
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|
Page
No.
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2
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16
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33
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34
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34
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|
34
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
*
|
Item
3.
|
Defaults
Upon Senior Securities
|
*
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
*
|
Item
5.
|
Other
Information
|
*
|
|
|
34
|
*
No reportable information under this item.
Forward-Looking
Statements
This
Report on Form 10-Q includes, and future filings by the Company on Form 10-K,
Form 10-Q and Form 8-K and future oral and written statements by Alltel
Corporation (“Alltel” or the “Company”) and its management may include, certain
“forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements are subject
to uncertainties that could cause actual future events and results to differ
materially from those expressed in the forward-looking
statements. These forward-looking statements are based on estimates,
projections, beliefs, and assumptions and are not guarantees of future events
and results. Words such as “expects”, “anticipates”, “intends”,
“plans”, “believes”, “seeks”, “estimates”, and “should”, and variations of these
words and similar expressions, are intended to identify these forward-looking
statements. Alltel disclaims any obligation to update or revise any
forward-looking statement based on the occurrence of future events, the receipt
of new information, or otherwise.
Actual
future events and results may differ materially from those expressed in these
forward-looking statements as a result of a number of important
factors. Representative examples of these factors include (without
limitation) adverse changes in economic conditions in the markets served by
Alltel; the extent, timing, and overall effects of competition in the
communications business; material changes in the communications industry
generally that could adversely affect vendor relationships with equipment and
network suppliers and customer relationships with wholesale customers; failure
of our suppliers, contractors and third-party retailers to provide the agreed
upon services; changes in communications technology; the effects of a high rate
of customer churn; the risks associated with the integration of acquired
businesses or any potential future acquired businesses; adverse changes in the
terms and conditions of the wireless roaming agreements of Alltel; our
withdrawal from the bidding for licenses in the 700 MHz spectrum auction;
potential increased costs due to perceived health risks from radio frequency
emissions; the effects of declines in operating performance, including
impairment of certain assets; risks relating to the renewal and potential
revocation of our wireless licenses; potential higher than anticipated
inter-carrier costs; potential increased credit risk from first-time wireless
customers; the potential for adverse changes in the ratings given to Alltel’s
debt securities by nationally accredited ratings organizations; risks relating
to our substantially increased indebtedness following the Merger (as defined
herein) and related transactions, including a potential inability to generate
sufficient cash to service our debt obligations, and potential restrictions on
the Company’s operations contained in its debt agreements; potential conflicts
of interest and other risks relating to the Sponsors (as defined herein) having
control of the Company; loss of the Company’s key management and other personnel
or inability to attract such management and other personnel; the effects of
litigation, including relating to telecommunications technology patents and
other intellectual property; the effects of federal and state legislation,
rules, and regulations governing the communications industry; and potential
unforeseen failure of the Company’s technical infrastructure and
system. In addition to these factors, actual future performance,
outcomes and results may differ materially because of more general factors
including (without limitation) general industry and market conditions and growth
rates, economic conditions, and governmental and public policy
changes.
1
ALLTEL
CORPORATION
FORM
10-Q
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
|
|
(Dollars
in millions, except per share amounts)
|
|
March
31,
|
|
|
December
31,
|
|
Assets
|
|
2008
|
|
|
2007
|
|
Current
Assets:
|
|
|
|
|
|
|
Cash
and short-term investments
|
|
$ |
1,031.6 |
|
|
$ |
833.3 |
|
Accounts
receivable (less allowance for doubtful
|
|
|
|
|
|
|
|
|
accounts
of $49.2 and $32.6, respectively)
|
|
|
799.9 |
|
|
|
831.1 |
|
Inventories
|
|
|
167.4 |
|
|
|
196.0 |
|
Prepaid
expenses and other
|
|
|
128.9 |
|
|
|
142.8 |
|
Assets
related to discontinued operations
|
|
|
0.4 |
|
|
|
0.3 |
|
Total
current assets
|
|
|
2,128.2 |
|
|
|
2,003.5 |
|
Investments
|
|
|
535.2 |
|
|
|
536.1 |
|
Goodwill
|
|
|
16,945.3 |
|
|
|
16,917.4 |
|
Other
intangibles
|
|
|
6,599.4 |
|
|
|
6,784.6 |
|
Property,
Plant and Equipment:
|
|
|
|
|
|
|
|
|
Land
|
|
|
255.6 |
|
|
|
251.1 |
|
Buildings
and improvements
|
|
|
860.6 |
|
|
|
836.4 |
|
Operating
plant and equipment
|
|
|
3,801.9 |
|
|
|
3,650.3 |
|
Information
processing
|
|
|
403.1 |
|
|
|
368.8 |
|
Furniture
and fixtures
|
|
|
106.0 |
|
|
|
99.8 |
|
Under
construction
|
|
|
259.2 |
|
|
|
360.1 |
|
Total
property, plant and equipment
|
|
|
5,686.4 |
|
|
|
5,566.5 |
|
Less
accumulated depreciation
|
|
|
499.1 |
|
|
|
164.9 |
|
Net
property, plant and equipment
|
|
|
5,187.3 |
|
|
|
5,401.6 |
|
Other
assets
|
|
|
444.9 |
|
|
|
485.3 |
|
Assets
related to discontinued operations
|
|
|
6.9 |
|
|
|
7.0 |
|
Total
Assets
|
|
$ |
31,847.2 |
|
|
$ |
32,135.5 |
|
|
|
|
|
|
|
|
|
|
Liabilities
and Shareholders’ Equity
|
|
|
|
|
|
|
|
|
Current
Liabilities:
|
|
|
|
|
|
|
|
|
Current
maturities of long-term debt
|
|
$ |
289.7 |
|
|
$ |
140.1 |
|
Accounts
payable
|
|
|
519.2 |
|
|
|
603.6 |
|
Advance
payments and customer deposits
|
|
|
208.0 |
|
|
|
195.9 |
|
Accrued
taxes
|
|
|
121.9 |
|
|
|
120.4 |
|
Accrued
interest
|
|
|
162.4 |
|
|
|
187.1 |
|
Other
current liabilities
|
|
|
162.4 |
|
|
|
271.9 |
|
Liabilities
related to discontinued operations
|
|
|
0.3 |
|
|
|
0.2 |
|
Total
current liabilities
|
|
|
1,463.9 |
|
|
|
1,519.2 |
|
Long-term
debt
|
|
|
23,347.0 |
|
|
|
23,374.7 |
|
Deferred
income taxes
|
|
|
2,342.0 |
|
|
|
2,542.7 |
|
Other
liabilities
|
|
|
542.4 |
|
|
|
266.4 |
|
Total
liabilities
|
|
|
27,695.3 |
|
|
|
27,703.0 |
|
Shareholders’
Equity:
|
|
|
|
|
|
|
|
|
Common
stock, par value $.01 per share, 550.0 million shares
authorized,
|
|
|
|
|
|
|
|
|
454,000,122
shares issued and outstanding
|
|
|
4.5 |
|
|
|
4.5 |
|
Additional
paid-in capital
|
|
|
4,539.1 |
|
|
|
4,536.7 |
|
Accumulated
other comprehensive loss
|
|
|
(163.4 |
) |
|
|
(5.3 |
) |
Retained
deficit
|
|
|
(228.3 |
) |
|
|
(103.4 |
) |
Total
shareholders’ equity
|
|
|
4,151.9 |
|
|
|
4,432.5 |
|
Total
Liabilities and Shareholders’ Equity
|
|
$ |
31,847.2 |
|
|
$ |
32,135.5 |
|
See the
accompanying notes to the unaudited interim consolidated financial
statements.
2
CONSOLIDATED
STATEMENTS OF OPERATIONS (UNAUDITED)
|
|
|
|
Three
Months Ended
|
|
|
|
March
31,
|
|
(Millions)
|
|
2008
|
|
|
2007
|
|
|
|
Successor
|
|
|
Predecessor
|
|
Revenues
and sales:
|
|
|
|
|
|
|
Service
revenues
|
|
$ |
2,089.6 |
|
|
$ |
1,880.1 |
|
Product
sales
|
|
|
226.0 |
|
|
|
198.4 |
|
Total
revenues and sales
|
|
|
2,315.6 |
|
|
|
2,078.5 |
|
Costs
and expenses:
|
|
|
|
|
|
|
|
|
Cost
of services (excluding depreciation of
|
|
|
|
|
|
|
|
|
$166.1
and $188.8, respectively, included below)
|
|
|
652.7 |
|
|
|
611.0 |
|
Cost
of products sold
|
|
|
335.4 |
|
|
|
287.5 |
|
Selling,
general, administrative and other
|
|
|
505.0 |
|
|
|
469.9 |
|
Depreciation
and amortization
|
|
|
526.5 |
|
|
|
349.5 |
|
Integration
expenses, restructuring and other charges
|
|
|
17.5 |
|
|
|
6.3 |
|
Total
costs and expenses
|
|
|
2,037.1 |
|
|
|
1,724.2 |
|
Operating
income
|
|
|
278.5 |
|
|
|
354.3 |
|
|
|
|
|
|
|
|
|
|
Equity
earnings in unconsolidated partnerships
|
|
|
13.0 |
|
|
|
15.0 |
|
Minority
interest in consolidated partnerships
|
|
|
(8.2
|
) |
|
|
(9.7
|
) |
Other
income, net
|
|
|
14.1 |
|
|
|
7.7 |
|
Interest
expense
|
|
|
(496.5
|
) |
|
|
(46.7
|
) |
Gain
on disposal of assets
|
|
|
- |
|
|
|
56.5 |
|
|
|
|
|
|
|
|
|
|
Income
(loss) from continuing operations before income taxes
|
|
|
(199.1
|
) |
|
|
377.1 |
|
Income
tax expense (benefit)
|
|
|
(74.3
|
) |
|
|
146.8 |
|
|
|
|
|
|
|
|
|
|
Income
(loss) from continuing operations
|
|
|
(124.8
|
) |
|
|
230.3 |
|
Loss
from discontinued operations (net of income tax
|
|
|
|
|
|
|
|
|
benefit
of $(0.1) and $(0.1), respectively)
|
|
|
(0.1
|
) |
|
|
(0.2
|
) |
|
|
|
|
|
|
|
|
|
Net
income (loss)
|
|
$ |
(124.9
|
) |
|
$ |
230.1 |
|
See the
accompanying notes to the unaudited interim consolidated financial
statements.
3
CONSOLIDATED
STATEMENTS OF CASH FLOWS (UNAUDITED)
|
|
|
|
Three
Months Ended
|
|
|
|
March
31,
|
|
(Millions)
|
|
2008
|
|
|
2007
|
|
|
|
Successor
|
|
|
Predecessor
|
|
Cash
Flows from Operating Activities:
|
|
|
|
|
|
|
Net
income (loss)
|
|
$ |
(124.9
|
) |
|
$ |
230.1 |
|
Adjustments
to reconcile net income (loss) to net cash provided from operating
activities:
|
|
|
|
|
|
|
|
|
Loss
from discontinued operations
|
|
|
0.1 |
|
|
|
0.2 |
|
Depreciation
and amortization
|
|
|
526.5 |
|
|
|
349.5 |
|
Provision
for doubtful accounts
|
|
|
24.7 |
|
|
|
37.3 |
|
Amortization
of deferred financing costs
|
|
|
45.7 |
|
|
|
0.7 |
|
Non-cash
portion of gain on disposal of assets
|
|
|
- |
|
|
|
(56.5
|
) |
Change
in deferred income taxes
|
|
|
(79.9
|
) |
|
|
12.1 |
|
Other,
net
|
|
|
(0.5
|
) |
|
|
(7.4
|
) |
Changes
in operating assets and liabilities, net of effects of acquisitions and
dispositions:
|
|
|
|
|
|
|
|
|
Accounts
receivable
|
|
|
6.4 |
|
|
|
3.5 |
|
Inventories
|
|
|
28.6 |
|
|
|
4.3 |
|
Accounts
payable
|
|
|
(84.4
|
) |
|
|
(89.8
|
) |
Other
current liabilities
|
|
|
(125.6
|
) |
|
|
99.0 |
|
Other,
net
|
|
|
(10.9
|
) |
|
|
(21.8
|
) |
Net
cash provided from operating activities
|
|
|
205.8 |
|
|
|
561.2 |
|
Cash
Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
Additions
to property, plant and equipment
|
|
|
(138.1
|
) |
|
|
(161.8
|
) |
Additions
to capitalized software development costs
|
|
|
(8.2
|
) |
|
|
(7.8
|
) |
Purchases
of property, net of cash acquired
|
|
|
- |
|
|
|
(2.5
|
) |
Proceeds
from the sale of assets
|
|
|
18.0 |
|
|
|
- |
|
Proceeds
from the sale of investments
|
|
|
- |
|
|
|
188.7 |
|
Proceeds
from the return on investments
|
|
|
13.2 |
|
|
|
10.9 |
|
Other,
net
|
|
|
3.8 |
|
|
|
(0.4
|
) |
Net
cash provided from (used in) investing activities
|
|
|
(111.3
|
) |
|
|
27.1 |
|
Cash
Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
Dividends
paid on common and preferred stock
|
|
|
- |
|
|
|
(45.9
|
) |
Repayments
of long-term debt
|
|
|
(35.4
|
) |
|
|
(0.7
|
) |
Repurchases
of common stock
|
|
|
- |
|
|
|
(938.8
|
) |
Distributions
to minority investors
|
|
|
(10.8
|
) |
|
|
(7.7
|
) |
Long-term
debt issued
|
|
|
150.0 |
|
|
|
- |
|
Excess
tax benefits from stock option exercises
|
|
|
- |
|
|
|
3.8 |
|
Common
stock issued
|
|
|
- |
|
|
|
42.4 |
|
Net
cash provided from (used in) financing activities
|
|
|
103.8 |
|
|
|
(946.9
|
) |
Cash
Flows from Discontinued Operations:
|
|
|
|
|
|
|
|
|
Cash
provided from (used in) operating activities
|
|
|
(0.1
|
) |
|
|
1.9 |
|
Cash
provided from (used in) investing activities
|
|
|
0.1 |
|
|
|
(0.7
|
) |
Cash
provided from (used in) financing activities
|
|
|
- |
|
|
|
- |
|
Net
cash provided from discontinued operations
|
|
|
- |
|
|
|
1.2 |
|
|
|
|
|
|
|
|
|
|
Increase
(decrease) in cash and short-term investments
|
|
|
198.3 |
|
|
|
(357.4
|
) |
|
|
|
|
|
|
|
|
|
Cash
and Short-term Investments:
|
|
|
|
|
|
|
|
|
Beginning
of the period
|
|
|
833.3 |
|
|
|
934.2 |
|
End
of the period
|
|
$ |
1,031.6 |
|
|
$ |
576.8 |
|
See the
accompanying notes to the unaudited interim consolidated financial
statements.
4
NOTES
TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
Basis of Presentation
– The consolidated financial statements as of March 31, 2008 and December 31,
2007 and for the three month periods ended March 31, 2008 and 2007 of Alltel
Corporation (“Alltel” or the “Company”) are unaudited. The
consolidated financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial reporting and
Securities and Exchange Commission (“SEC”) rules and
regulations. Certain information and footnote disclosures have been
condensed or omitted in accordance with those rules and
regulations. The consolidated financial statements reflect all
adjustments (consisting only of normal recurring adjustments) which are, in the
opinion of management, necessary for a fair presentation of the financial
position and operating results for the interim periods presented.
Alltel
provides wireless voice and data communications services to more than 13 million
customers in 34 states. Through roaming arrangements with other
carriers, Alltel is able to offer its customers wireless services covering more
than 95 percent of the U.S. population. Alltel manages its wireless
business as a single operating segment, wireless communications
services.
As
further discussed in Note 2, on November 16, 2007, Alltel was acquired by
Atlantis Holdings LLC, a Delaware limited liability company (“Atlantis Holdings”
or “Parent”) and an affiliate of private investment funds TPG Partners V, L.P.
and GS Capital Partners VI Fund, L.P. (together the “Sponsors”). The
acquisition was completed through the merger of Atlantis Merger Sub, Inc.
(“Merger Sub”), a Delaware corporation and wholly-owned subsidiary of Parent,
with and into Alltel (the “Merger”), with Alltel surviving the Merger as a
privately-held, majority-owned subsidiary of Parent. Although Alltel
continues as the same legal entity after the Merger, Atlantis Holdings’ cost of
acquiring Alltel has been pushed-down to establish a new accounting basis for
Alltel. Accordingly, the accompanying interim consolidated financial
statements are presented for two periods, Predecessor and Successor, which
relate to the accounting periods preceding and succeeding the consummation of
the Merger. The Predecessor and Successor periods have been separated
by a vertical line on the face of the consolidated financial statements to
highlight the fact that the financial information for such periods has been
prepared under two different historical-cost bases of
accounting. Certain prior year amounts have been reclassified to
conform to the 2008 financial statement presentation. Earnings per
share data has not been presented because the Successor Company has not issued
publicly held common stock as defined by Statement of Financial Accounting
Standards (“SFAS”) No. 128, “Earnings per Share”.
|
2.
|
Acquisition
of Alltel by Two Private Investment Firms and Related Financing
Transactions:
|
As
discussed in Note 1 above, on November 16, 2007, Alltel was acquired by Atlantis
Holdings pursuant to the Agreement and Plan of Merger (the “Agreement”) dated
May 20, 2007. The acquisition was completed through the merger of
Merger Sub with and into Alltel, with Alltel surviving the Merger as a
privately-held, majority-owned subsidiary of Atlantis
Holdings. Pursuant to the Agreement, at the effective time of the
Merger, each outstanding share of $1.00 par value common stock of Alltel was
cancelled and converted into the right to receive $71.50 in
cash. Similarly, pursuant to the Agreement, at the effective time of
the Merger, each outstanding share of Series C $2.06 no par cumulative
convertible preferred stock of Alltel and each outstanding share of Series D
$2.25 no par cumulative convertible preferred stock of Alltel were cancelled and
converted into the right to receive $523.22 and $481.37 in cash,
respectively. Immediately prior to the effective time of the Merger,
all shares of Alltel restricted stock vested and were converted into the right
to receive in cash the merger consideration of $71.50 per share. In
addition, all options to acquire shares of Alltel common stock vested
immediately prior to the effective time of the Merger. Holders of
such options, unless otherwise agreed to by the holder and Parent, received in
cash an amount equal to the excess, if any, of the merger consideration of
$71.50 per share over the exercise price for each share of Alltel common stock
subject to the option. Concurrent with the consummation of the
Merger, the Sponsors and their co-investors made equity contributions in cash of
approximately $4.5 billion to fund a portion of the merger consideration paid to
Alltel shareholders and holders of stock options and other equity
awards. Certain members of management also invested approximately
$60.4 million in the common equity of Alltel consisting of cash contributions of
$27.3 million and the rollover of a portion of the Alltel common shares held by
them prior to the Merger valued at $33.1 million based on the merger
consideration of $71.50 per share. In addition, vested stock options
with an intrinsic value of approximately $60.0 million at the date of the Merger
were also rolled over by certain management employees.
5
NOTES
TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
_____
|
2.
|
Acquisition
of Alltel by Two Private Investment Firms and Related Financing
Transactions, Continued:
|
Concurrent
with the consummation of the Merger, Alltel Communications, Inc. (“ACI”), a
wholly-owned subsidiary of Alltel, entered into a senior secured term loan
facility in an aggregate principal amount of $14.0 billion maturing 7.5 years
from the closing date of the Merger, a six-year, senior secured revolving credit
facility of $1.5 billion, and a delayed draw term loan facility with an
additional borrowing capacity of $750.0 million maturing 7.5 years from the
closing date of the Merger, available on a delayed-draw basis until the one-year
anniversary of the closing date of the Merger for amounts paid, or committed to
be paid, to purchase or otherwise acquire licenses and rights in the 700 MHz
spectrum auction conducted by the Federal Communications Commission (“FCC”). In
addition, ACI and Alltel Communications Finance, Inc., a wholly-owned subsidiary
of Alltel, entered into a senior unsecured cash-pay term loan facility in an
aggregate principal amount of $5.2 billion and a senior unsecured Pay In-Kind
(“PIK”) term loan facility in an aggregate principal amount of $2.5 billion that
represented bridge financing (the “bridge facilities”). At the
closing of the Merger, ACI utilized all $21.7 billion available under the senior
secured term loan and bridge facilities. The Company expects that the
bridge facilities will be replaced either through the issuance of note
securities or conversion into term loans on or before one year from the Merger
date. In December 2007, $1.0 billion of the senior unsecured PIK term
loan facility was repaid upon issuance of 10.375/11.125 percent senior unsecured
PIK toggle notes due 2017. In connection with the Merger, Alltel
terminated its $1.5 billion unsecured revolving credit agreement and related
commercial paper program. Pursuant to a cash tender offer and notice
of redemption, the Company repurchased for $422.8 million in cash certain of its
long-term debt, consisting of $39.0 million of 6.65 percent unsecured notes due
2008 issued by ACI, $53.0 million of 7.60 percent unsecured notes due 2009
issued by ACI and $297.3 million of 8.00 percent notes due 2010 issued by Alltel
Ohio Limited Partnership. The consummation of the Merger, the equity
investments by the Sponsors, co-investors and management and the completion of
the financing transactions described above are referred to collectively herein
as the “Merger and Financing Transactions”.
The
following unaudited pro forma consolidated results of operations of Alltel for
the three months ended March 31, 2007 assume that the Merger and Financing
Transactions had occurred as of January 1, 2007:
(Millions)
|
|
Revenues
and sales
|
|
$ |
2,069.6 |
|
Operating
income
|
|
$ |
189.4 |
|
Loss
from continuing operations
|
|
$ |
(168.0
|
) |
Net
loss
|
|
$ |
(168.2
|
) |
The pro
forma amounts represent the historical operating results of Alltel with
appropriate adjustments that give effect to the significant increases in
finite-lived intangible assets and long-term debt levels of the Company
following completion of the Merger and the corresponding effects on depreciation
and amortization and interest expense. The pro forma amounts also
include the effects of the non-merger-related special charges and unusual items,
as more fully discussed in Notes 6 and 7 below. The unaudited pro
forma information should not be relied upon as necessarily being indicative of
the operating results that would have been obtained if the Merger and Financing
Transactions had been completed on January 1, 2007, nor the operating results
that may be obtained in the future.
Upon
completion of the Merger and Financing Transactions, Alltel and Parent entered
into a management agreement with affiliates of each of the Sponsors, pursuant to
which such entities or their affiliates will provide on-going consulting and
management advisory services. In exchange for these services,
affiliates of certain of the Sponsors will receive an aggregate annual
management fee equal to one percent of Alltel’s Consolidated EBITDA, as that
term is defined within ACI’s senior credit facilities, and reimbursement for
out-of-pocket expenses incurred by them or their affiliates in connection with
services provided pursuant to the agreement. The fees are payable
semi-annually in arrears. For the three months ended March 31, 2008,
Alltel recorded management fees of $8.6 million, which are included in selling,
general, administrative and other expenses in the consolidated statement of
operations for that period.
The
management agreement also provides that affiliates of the Sponsors will be
entitled to receive a fee in connection with certain subsequent financing,
acquisition, disposition and change of control transactions based on a
percentage of the gross transaction value of any such transaction, as well as a
termination fee based on the net present value of future payment obligations
under the management agreement, under certain circumstances. The
management agreement includes customary exculpation and indemnification
provisions in favor of the Sponsors and their affiliates. At March
31, 2008, amounts payable to the Sponsors or their affiliates totaled $12.2
million, consisting primarily of the accrued management fees for the period
November 16, 2007 to March 31, 2008.
6
NOTES
TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
_____
|
3.
|
Goodwill
and Other Intangible Assets:
|
Goodwill
represents the excess of cost over the fair value of net identifiable tangible
and intangible assets acquired in a business combination. The cost of
acquired entities at the date of the acquisition is allocated to identifiable
assets, and the excess of the total purchase price over the amounts assigned to
identifiable tangible and intangible assets is recorded as
goodwill. As a result of the Merger, Alltel recorded goodwill of
approximately $16.9 billion in its consolidated financial
statements. The changes in the carrying amount of goodwill for the
three months ended March 31, 2008 were as follows:
(Millions)
|
Balance
at December 31, 2007
|
|
$ |
16,917.4 |
Adjustments
|
|
|
27.9 |
Balance
at March 31, 2008
|
|
$ |
16,945.3 |
Identifiable
intangible assets include cellular and Personal Communications Services (“PCS”)
licenses (the “wireless licenses”) issued by the Federal Communications
Commission (“FCC”). Alltel determined that the wireless licenses met
the indefinite life criteria outlined in Statement of Financial Accounting
Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets”, because the
Company expects both the renewal by the granting authorities and the cash flows
generated from these intangible assets to continue indefinitely. As a
result of the Merger, Alltel recorded wireless licenses of approximately $3.2
billion in its consolidated financial statements.
The
carrying values of indefinite-lived intangible assets other than goodwill were
as follows:
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December
31, |
(Millions)
|
|
|
2008 |
|
|
20072
|
Cellular
and PCS licenses
|
|
$ |
3,224.5 |
|
|
$ |
3,224.5 |
In
connection with the Merger, Alltel changed its measurement date for performing
its annual impairment review of goodwill and indefinite-lived intangible assets
from January 1st to October 1st of each year.
In
connection with the Merger, Alltel recorded other finite-lived, intangible
assets consisting of customer list of $2,819.6 million, trademark and tradenames
of $800.0 million, non-compete agreement of $30.0 million and roaming agreement
of $4.0 million in its consolidated financial statements. The
customer list intangible asset is amortized using the sum-of-the-years digits
method over its estimated useful life of 8 years. The trademarks and
tradenames, non-compete agreement and roaming agreement are amortized on a
straight-line basis over their estimated useful lives, which are 8 years, 24
months and 49 months, respectively. Intangible assets subject to
amortization were as follows:
|
|
|
|
|
March
31, 2008
|
|
|
|
|
|
|
|
|
Net
|
|
|
Gross
|
|
|
Accumulated
|
|
|
Carrying
|
(Millions)
|
|
Cost
|
|
|
Amortization
|
|
|
Value
|
Customer
lists
|
|
$ |
2,819.6 |
|
|
$ |
(235.2 |
) |
|
$ |
2,584.4 |
Trademarks
and tradenames
|
|
|
800.0 |
|
|
|
(37.5 |
) |
|
|
762.5 |
Non-compete
agreement
|
|
|
30.0 |
|
|
|
(5.6 |
) |
|
|
24.4 |
Roaming
agreement
|
|
|
4.0 |
|
|
|
(0.4 |
) |
|
|
3.6 |
|
|
$ |
3,653.6 |
|
|
$ |
(278.7 |
) |
|
$ |
3,374.9 |
|
|
|
|
|
December
31, 2007
|
|
|
|
|
|
|
|
|
|
|
Net
|
|
|
Gross
|
|
|
Accumulated
|
|
|
Carrying
|
(Millions)
|
|
Cost
|
|
|
Amortization
|
|
|
Value
|
Customer
lists
|
|
$ |
2,819.6 |
|
|
$ |
(79.0 |
) |
|
$ |
2,740.6 |
Trademarks
and tradenames
|
|
|
800.0 |
|
|
|
(12.5 |
) |
|
|
787.5 |
Non-compete
agreement
|
|
|
30.0 |
|
|
|
(1.9 |
) |
|
|
28.1 |
Roaming
agreement
|
|
|
4.0 |
|
|
|
(0.1 |
) |
|
|
3.9 |
|
|
$ |
3,653.6 |
|
|
$ |
(93.5 |
) |
|
$ |
3,560.1 |
7
NOTES
TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
_____
|
3.
|
Goodwill
and Other Intangible Assets,
Continued:
|
Amortization
expense for intangible assets subject to amortization was $185.2 million and
$45.9 million for the three month periods ended March 31, 2008 and 2007,
respectively. Amortization expense for intangible assets subject to
amortization is estimated to be $732.7 million in 2008, $652.5 million in 2009,
$561.0 million in 2010, $482.7 million in 2011 and $404.4 million in
2012.
|
4.
|
Stock-Based
Compensation:
|
Stock-based
compensation expense was as follows for the three months ended March
31:
|
|
Three
Months Ended
|
|
(Millions)
|
|
2008
|
|
|
2007
|
|
|
|
Successor
|
|
|
Predecessor
|
|
Compensation
expense related to stock options issued by Alltel
|
|
$ |
2.4 |
|
|
$ |
4.6 |
|
Compensation
expense related to stock options converted to Alltel stock options in
connection with acquisitions
|
|
|
- |
|
|
|
0.2 |
|
Compensation
expense related to restricted stock awards
|
|
|
- |
|
|
|
3.1 |
|
Compensation
expense before income taxes
|
|
|
2.4 |
|
|
|
7.9 |
|
Income
tax benefit
|
|
|
(0.9
|
) |
|
|
(2.4
|
) |
Compensation
expense, net of tax
|
|
$ |
1.5 |
|
|
$ |
5.5 |
|
Under the
provisions of SFAS No. 123(R), “Share-Based Payment”, stock-based compensation
expense recognized during the period is based on the portion of the share-based
payment awards that is ultimately expected to vest. Accordingly,
stock-based compensation expense has been reduced for estimated
forfeitures. SFAS No. 123(R) requires forfeitures to be estimated at
the time of grant and revised, if necessary, in subsequent periods if actual
forfeitures differ from those estimates. Pre-vesting forfeitures were based on
Alltel’s historical experience and were estimated to be 1.8 percent for the
period January 1, 2008 to March 31, 2008. Prior to the effects of
accelerated vesting of stock-based awards in connection with the Merger as
further discussed below, pre-vesting forfeitures were estimated to be 4.7
percent for the period January 1, 2007 to March 31,
2007. Compensation expense for all stock option awards is expensed
using a straight-line single option method.
Upon
consummation of the Merger, all outstanding stock options became fully vested,
and other than certain options held by select management employees, were
cancelled and converted into the right to receive a cash payment equal to the
number of shares underlying the options multiplied by the amount, if any, by
which the merger consideration of $71.50 per share exceeded the option exercise
price. Similarly, all unvested restricted stock awards became fully
vested and converted into the right to receive in cash the merger
consideration. The acceleration of vesting of the stock options and
restricted stock awards resulted in the recognition of $63.8 million of
additional stock-based compensation expense in the Predecessor period October 1
to November 15, 2007. Certain management employees holding vested
stock options were permitted to retain a portion of their vested stock options
(referred to as the “rollover options”) in lieu of receiving the merger
consideration. The rollover options remain outstanding in accordance
with the terms of the governing stock incentive plans and grant agreements
pursuant to which the holder originally received the stock option
grants. In conjunction with the Merger, the exercise price and the
number of shares subject to the rollover option agreement were adjusted so that
the aggregate intrinsic value for each option holder was maintained and the
exercise price for all of the rollover options was adjusted to $2.50 per
option. As a result of the repricing, approximately 2.9 million
pre-merger Alltel stock options were converted into approximately 8.0 million
rollover options.
In
connection with the Merger, the Alltel Corporation 2007 Stock Option Plan (“2007
Option Plan”) was established. Under the 2007 Option Plan, the
Company may grant fixed and performance-based non-qualified stock options to
officers and other key management employees. The maximum number of
shares of the Company’s common stock that may be issued under the 2007 Option
Plan, including the rollover options, is 40.1 million shares. On
November 16, 2007, the Company granted approximately 17.7 million time-based and
approximately 7.9 million performance-based stock options to officers and other
key management employees. During the first quarter of 2008, the
Company granted 34,616 time-based and 15,384 performance-based stock
options. Accordingly, as of March 31, 2008, there were approximately
6.5 million shares available for future grants under the 2007 Option
Plan. Each time-based option and performance-based option granted had
an exercise price of $10.00 per share and a term of 10 years from the date of
grant. Under provisions of the 2007 Option Plan, upon termination of
employment of an option holder, all unvested stock options held by such employee
will immediately terminate and be cancelled. The time-based options
vest and become exercisable ratably over a five-year period beginning one year
from the date of grant subject to the participant’s continued employment with
Alltel through the vesting date.
8
NOTES
TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
_____
4. Stock-Based
Compensation, Continued:
Activity
under the 2007 Option Plan for the three months ended March 31, 2008 was as
follows:
|
|
|
|
|
Weighted
|
|
|
|
Weighted
|
|
Average
|
|
(Thousands)
|
|
Average
|
|
Remaining
|
|
Number
of
|
|
Exercise
Price
|
|
Contractual
|
|
Shares
|
|
Per
Share
|
|
Life
|
Outstanding
at December 31, 2007
|
33,590.0
|
|
$ 8.21
|
|
6.6
years
|
Granted
|
50.0
|
|
10.00
|
|
9.6 years
|
Outstanding
at March 31, 2008
|
33,640.0
|
|
$ 8.22
|
|
8.9
years
|
Exercisable
at March 31, 2008
|
8,000.0
|
|
$ 2.50
|
|
|
Non-vested
stock options as of March 31, 2008 and changes during the three months ended
March 31, 2008 were as follows:
|
(Thousands)
|
|
Weighted
|
|
Number
of
|
|
Average
Price
|
|
Shares
|
|
Per
Share
|
Non-vested
at December 31, 2007
|
25,590.0
|
|
$10.00
|
Granted
|
50.0
|
|
10.00
|
Non-vested
at March 31, 2008
|
25,640.0
|
|
$10.00
|
At March
31, 2008, the total unamortized compensation cost for non-vested time-based
stock option awards, net of estimated forfeitures, amounted to $44.0 million and
is expected to be recognized over a weighted average period of 4.6
years.
The fair
value of each time-based stock option award granted during the period January 1,
2008 to March 31, 2008 was estimated on the grant date to be $2.66 per share
using the Black-Scholes option-pricing model and the following
assumptions:
Expected
life
|
5.0
years
|
Expected
volatility
|
23.5%
|
Dividend
yield
|
0.0%
|
Risk-free
interest rate
|
2.9%
|
The
expected term for the options granted was derived from management’s view of the
likelihood of a change in control occurring in that time frame. The
expected volatility assumption was based on a combination of Alltel’s historical
common stock volatility for the periods when the Company was publicly traded and
historical volatility of Alltel’s competitor peer group. The
risk-free interest rate was determined using the implied yield currently
available for zero-coupon U.S. government issues with a remaining term equal to
the expected life of the stock options. As a privately-held company,
Alltel does not expect to pay any cash dividends.
The
performance-based options vest and become exercisable upon (1) the Sponsors
attaining a return of at least half of the Sponsor Price in cash; (2) the
Sponsors attaining a minimum MoM (or the quotient obtained by dividing (x) the
amount received by the Sponsors in cash or liquid securities in exchange for the
initial Sponsor shares by (y) the Sponsor Price) and (3) the participant’s
continued employment with Alltel through the date the conditions described above
are achieved. One-half of the performance-based options issued are
subject to a vesting condition of a MoM quotient of 1.5 and the remaining
one-half are subject to a vesting condition of a MoM quotient of
2.0. For purposes of this calculation, the “initial Sponsor shares”
refers to the number of shares of Alltel $.01 par value common stock acquired by
the Sponsors on the effective date of the Merger, and “Sponsor Price” refers to
the aggregate price paid by the Sponsors for the initial Sponsor shares, based
on a per share acquisition price of $10.00. The “return in cash”
specified in the first vesting condition would require the occurrence of a
liquidating event or change in control. Accordingly, the
performance-based options issued by Alltel following the Merger would be
considered to be subject to both a “performance condition” and a “market
condition” under the provisions of SFAS No. 123(R), because vesting of the
awards are contingent upon both the occurrence of a liquidating event or change
in control (performance condition) and achieving a specified amount of value
indexed solely to the underlying shares of the Company (market
condition).
9
NOTES
TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
_____
4.
Stock-Based Compensation, Continued:
Under
SFAS No. 123(R), compensation cost for awards with performance conditions is
recognized only when it is probable that the performance condition will be
achieved. Until such time that a liquidating event or change in
control becomes probable (e.g., event occurs), Alltel will not recognize any
compensation expense related to the performance awards. At March 31,
2008, the total amount of unrecognized compensation cost, net of estimated
forfeitures, for the performance-based stock option awards was $13.3
million.
|
5.
|
Employee
Benefit Plans:
|
The
Company maintains a qualified defined benefit pension plan, which covers
substantially all employees. In December 2005, the qualified defined
benefit pension plan was amended such that future benefit accruals for all
eligible non-bargaining employees ceased as of December 31, 2005 (December 31,
2010 for employees who had attained age 40 with two years of service as of
December 31, 2005). Prior to the Merger, the Company also maintained
a supplemental executive retirement plan that provides unfunded, non-qualified
supplemental retirement benefits to a select group of management
employees. In conjunction with the Merger, on November 15, 2007, the
Company amended its supplemental executive retirement plan to provide for the
termination of the plan and the lump-sum payout of the accrued retirement
benefits to all participants on January 2, 2008. In addition, Alltel
has entered into individual retirement agreements with certain retired
executives providing for unfunded supplemental pension
benefits. Alltel funds the accrued costs of these plans as benefits
are paid.
The
components of pension expense, including provision for executive retirement
agreements, were as follows for the three months ended March 31:
|
|
Three
Months Ended
|
|
(Millions)
|
|
2008
|
|
|
2007
|
|
|
|
Successor
|
|
|
Predecessor
|
|
Benefits
earned during the year
|
|
$ |
1.8 |
|
|
$ |
2.7 |
|
Interest
cost on benefit obligation
|
|
|
2.6 |
|
|
|
3.2 |
|
Amortization
of prior service cost
|
|
|
- |
|
|
|
0.2 |
|
Amortization
of net actuarial loss
|
|
|
- |
|
|
|
1.2 |
|
Expected
return on plan assets
|
|
|
(3.8
|
) |
|
|
(3.6
|
) |
Net
periodic benefit expense
|
|
$ |
0.6 |
|
|
$ |
3.7 |
|
Alltel
expects to contribute $145.7 million for retirement benefits in 2008 consisting
solely of amounts necessary to fund the expected benefit payments related to the
unfunded supplemental retirement plans and includes the payment of $145.0
million in accrued benefits paid to participants on January 2, 2008 in
connection with the termination of the supplemental executive retirement plan,
as discussed above. Through March 31, 2008, Alltel had contributed
$145.0 million to fund the supplemental retirement plans. Alltel does
not expect that any contribution to the qualified defined pension plan
calculated in accordance with the minimum funding requirements of the Employee
Retirement Income Security Act of 1974 will be required in
2008. Future discretionary contributions to the plan will depend on
various factors, including future investment performance, changes in future
discount rates and changes in the demographics of the population participating
in Alltel’s qualified pension plan.
10
NOTES
TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
_____
|
6.
|
Integration
Expenses, Restructuring and Other
Charges:
|
A summary
of the integration expenses, restructuring and other charges recorded by Alltel
were as follows for the three months ended March 31:
|
|
Three
Months Ended
|
(Millions)
|
|
2008
|
|
|
2007
|
|
|
Successor
|
|
|
Predecessor
|
Severance
and employee benefit costs
|
|
$ |
1.4 |
|
|
$ |
3.7 |
Rebranding
and signage costs
|
|
|
- |
|
|
|
0.1 |
Computer
system conversion and other integration expenses
|
|
|
- |
|
|
|
2.5 |
FCC
spectrum auction-related costs
|
|
|
12.7 |
|
|
|
- |
Merger-related
expenses
|
|
|
3.4 |
|
|
|
- |
Total
integration expenses, restructuring and other charges
|
|
$ |
17.5 |
|
|
$ |
6.3 |
In the
first quarter of 2008, Alltel incurred $12.7 million of incremental expenses
related to its participation in the 700 MHz spectrum auction conducted by the
FCC that was completed on March 18, 2008. Alltel did not obtain any
licenses in the 700 MHz spectrum auction. The auction-related
expenses primarily consisted of consulting fees and estimated bid withdrawal
payments to be remitted to the FCC as a result of the Company withdrawing
certain bids made during the course of its participation in the
auction. In connection with the Merger, Alltel incurred $3.4 million
of incremental costs, primarily consisting of $2.4 million in employee retention
bonuses and additional legal and accounting fees of $0.7
million. Alltel also recorded severance and employee benefit costs of
$1.4 million related to a planned workforce reduction in connection with the
reorganization of its corporate marketing operations. The integration
expenses, restructuring and other charges increased the reported net loss $11.0
million for the three months ended March 31, 2008.
In the
first quarter of 2007, Alltel incurred $2.6 million of integration expenses
related to its 2006 acquisitions of Midwest Wireless Holdings (“Midwest
Wireless”) and properties in Illinois, Texas and Virginia. The system
conversion and other integration expenses primarily consisted of internal
payroll, contracted services and other programming costs incurred in converting
the acquired properties to Alltel’s customer billing and operational support
systems, a process that the Company completed during the fourth quarter of
2007. Alltel also recorded severance and employee benefit costs
related to a planned workforce reduction in connection with the closing of two
call centers. The integration expenses, restructuring and other
charges decreased net income $3.9 million for the three months ended March 31,
2007.
The
following is a summary of activity related to the liabilities associated with
the Company’s integration expenses, restructuring and merger-related charges for
the three months ended March 31, 2008:
|
|
(Millions)
|
|
|
|
Balance,
beginning of period
|
|
$ |
182.3 |
|
Integration
expenses, restructuring and other charges recorded during the
period
|
|
|
17.5 |
|
Cash
outlays during the period
|
|
|
(176.7 |
)
|
Balance,
end of period
|
|
$ |
23.1 |
|
At March
31, 2008, the remaining unpaid liability related to the Company’s integration,
restructuring and other activities consisted of severance and employee benefit
costs of $0.4 million, fees and expenses associated with the Merger of $14.7
million and fees and expenses related to the FCC spectrum auction of $8.0
million and is included in other current liabilities in the accompanying
consolidated balance sheet.
7.
|
Gain
on Disposal of Assets:
|
Through
its merger with Western Wireless Corporation completed on August 1, 2005, Alltel
acquired marketable equity securities. On January 24, 2007, Alltel
completed the sale of these securities for $188.7 million in cash and recorded a
pretax gain from the sale of $56.5 million. This transaction
increased net income $36.8 million in the three month period ended March 31,
2007.
11
NOTES
TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
_____
|
8.
|
Discontinued
Operations:
|
On
November 7, 2007, Alltel signed a definitive agreement to sell one of its
wireless markets, including licenses, customers and network assets for
cash. Alltel expects to complete this sale during the first half of
2008. The fair value of the net assets held for sale was based upon
the expected proceeds to be received by Alltel from the disposition of these
operations.
As a
condition of receiving approval from the U.S. Department of Justice (“DOJ”) and
the FCC for its October 3, 2006 acquisition of Midwest Wireless, on September 7,
2006, Alltel agreed to divest certain wireless operations in four rural markets
in Minnesota. On April 3, 2007, Alltel completed the sale of these
markets to Rural Cellular Corporation for $48.5 million in cash.
As a
result of the above transactions, the domestic markets to be divested by Alltel
have been classified as discontinued operations in the Company’s interim
consolidated financial statements for all periods
presented. Depreciation of long-lived assets and amortization of
finite-lived intangible assets related to the properties identified for
disposition in 2007 was not recorded subsequent to November 7, 2007, the date of
Alltel’s agreement to sell these properties. Depreciation of
long-lived assets and amortization of finite-lived intangible assets related to
the four markets in Minnesota to be divested was not recorded subsequent to
September 7, 2006, the date of Alltel’s agreement with the DOJ and FCC to divest
these markets.
The
following table includes certain summary income statement information related to
the domestic markets to be divested reflected as discontinued operations for the
three months ended March 31:
|
|
Three
Months Ended
|
|
(Millions)
|
|
2008
|
|
|
2007
|
|
|
|
Successor
|
|
|
Predecessor
|
|
Revenues
and sales
|
|
$ |
0.7 |
|
|
$ |
7.6 |
|
Operating
expenses (a)
|
|
|
0.9 |
|
|
|
9.2 |
|
Operating
loss
|
|
|
(0.2
|
) |
|
|
(1.6
|
) |
Other
income, net
|
|
|
- |
|
|
|
1.3 |
|
Interest
expense (b)
|
|
|
- |
|
|
|
- |
|
Pretax
loss from discontinued operations
|
|
|
(0.2
|
) |
|
|
(0.3
|
) |
Income
tax benefit
|
|
|
(0.1
|
) |
|
|
(0.1
|
) |
Loss
from discontinued operations
|
|
$ |
(0.1
|
) |
|
$ |
(0.2
|
) |
(a)
|
Operating
expenses for 2007 included an impairment charge of $1.7 million to reflect
the fair value less cost to sell of the four rural markets in Minnesota
required to be divested, and resulted in the write-down in the carrying
values of goodwill ($1.4 million) and customer list ($0.3 million)
allocated to these markets.
|
|
|
(b)
|
Alltel
had no outstanding indebtedness directly related to the domestic markets
to be divested, and accordingly, no additional interest expense was
allocated to discontinued operations for the periods
presented.
|
The net
assets of the domestic markets classified as assets held for sale as of March
31, 2008 and December 31, 2007 were as follows:
(Millions)
|
|
March
31, 2008
|
|
|
December
31, 2007
|
Current
assets
|
|
$ |
0.4 |
|
|
$ |
0.3 |
Property,
plant and equipment, net
|
|
|
2.8 |
|
|
|
2.9 |
Goodwill
and other intangible assets (a)
|
|
|
4.1 |
|
|
|
4.1 |
Non-current
assets
|
|
|
6.9 |
|
|
|
7.0 |
Total
assets related to discontinued operations
|
|
$ |
7.3 |
|
|
$ |
7.3 |
Current
liabilities
|
|
$ |
0.3 |
|
|
$ |
0.2 |
Total
liabilities related to discontinued operations
|
|
$ |
0.3 |
|
|
$ |
0.2 |
Notes:
(a)
|
At
March 31, 2008 and December 31, 2007, this amount consisted of cellular
licenses ($3.0 million) and customer list ($1.1 million) related to the
properties to be sold.
|
12
NOTES
TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
_____
|
9.
|
Comprehensive
Income (Loss):
|
Comprehensive
income (loss) was as follows for the three months ended March 31:
|
|
Three
Months Ended
|
|
(Millions)
|
|
2008
|
|
|
2007
|
|
|
|
Successor
|
|
|
Predecessor
|
|
Net
income (loss)
|
|
$ |
(124.9
|
) |
|
$ |
230.1 |
|
Other
comprehensive loss:
|
|
|
|
|
|
|
|
|
Unrealized
losses on hedging activities:
|
|
|
|
|
|
|
|
|
Unrealized
losses arising in the period
|
|
|
(258.8
|
) |
|
|
- |
|
Income
tax benefit
|
|
|
(100.7
|
) |
|
|
- |
|
|
|
|
(158.1
|
) |
|
|
- |
|
|
|
|
|
|
|
|
|
|
Unrealized
holding losses on investments:
|
|
|
|
|
|
|
|
|
Unrealized
holding losses arising in the period
|
|
|
- |
|
|
|
(1.1 |
)
|
Income
tax benefit
|
|
|
- |
|
|
|
(0.4 |
)
|
|
|
|
- |
|
|
|
(0.7 |
)
|
Less
reclassification adjustments for gains included
|
|
|
|
|
|
|
|
|
in
net income for the period
|
|
|
- |
|
|
|
(56.5 |
)
|
Income
tax expense
|
|
|
- |
|
|
|
19.7 |
|
|
|
|
- |
|
|
|
(36.8 |
)
|
|
|
|
|
|
|
|
|
|
Net
unrealized losses in the period
|
|
|
- |
|
|
|
(57.6 |
)
|
Income
tax benefit
|
|
|
- |
|
|
|
(20.1 |
)
|
|
|
|
- |
|
|
|
(37.5 |
)
|
|
|
|
|
|
|
|
|
|
Defined
benefit pension plans:
|
|
|
|
|
|
|
|
|
Amounts
included in net periodic benefit cost for the period:
|
|
|
|
|
|
|
|
|
Amortization
of prior service cost
|
|
|
- |
|
|
|
0.2 |
|
Amortization
of net actuarial loss
|
|
|
- |
|
|
|
1.2 |
|
|
|
|
- |
|
|
|
1.4 |
|
Income
tax expense
|
|
|
- |
|
|
|
0.5 |
|
|
|
|
- |
|
|
|
0.9 |
|
|
|
|
|
|
|
|
|
|
Other
postretirement benefit plan:
|
|
|
|
|
|
|
|
|
Amounts
included in net periodic benefit cost for the period:
|
|
|
|
|
|
|
|
|
Amortization
of net actuarial loss
|
|
|
- |
|
|
|
0.1 |
|
Income
tax expense
|
|
|
- |
|
|
|
- |
|
|
|
|
- |
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
Other
comprehensive loss before tax
|
|
|
(258.8
|
) |
|
|
(56.1 |
)
|
Income
tax benefit
|
|
|
(100.7
|
) |
|
|
(19.6 |
)
|
Other
comprehensive loss
|
|
|
(158.1
|
) |
|
|
(36.5 |
)
|
Comprehensive
income (loss)
|
|
$ |
(283.0
|
) |
|
$ |
193.6 |
|
The
components of accumulated other comprehensive loss were as follows:
(Millions)
|
|
March
31, 2008
|
|
|
December
31, 2007
|
|
Unrealized
losses on hedging activities
|
|
$ |
(163.8
|
) |
|
$ |
(5.7
|
) |
Defined
benefit pension plans
|
|
|
0.5 |
|
|
|
0.5 |
|
Other
postretirement benefit plan
|
|
|
(0.1
|
) |
|
|
(0.1
|
) |
Accumulated
other comprehensive loss
|
|
$ |
(163.4
|
) |
|
$ |
(5.3
|
) |
13
NOTES
TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
_____
|
10.
|
Fair
Value Measurements:
|
In
September 2006, the FASB issued SFAS No. 157, “Fair Value
Measurements.” SFAS No. 157 clarifies the definition of fair value,
establishes a framework for measuring fair value and expands the disclosures
related to fair value measurements that are included in a company’s financial
statements. SFAS No. 157 defines fair value as the exchange price
that would be received for an asset or paid to transfer a liability (an exit
price) in the principal or most advantageous market for the asset or liability
in an orderly transaction between market participants at the measurement
date. SFAS No. 157 establishes a three-level fair value hierarchy
that prioritizes the inputs used to measure fair value. This
hierarchy requires entities to maximize the use of observable inputs and
minimize the use of unobservable inputs. The three levels of inputs
used to measure fair value are as follows:
|
·
|
Level
1 — Quoted prices in active markets for identical assets or
liabilities.
|
|
·
|
Level
2 — Observable inputs other than quoted prices included in Level 1, such
as quoted prices for similar assets and liabilities in active markets;
quoted prices for identical or similar assets and liabilities in markets
that are not active; or other inputs that are observable or can be
corroborated by observable market
data.
|
|
·
|
Level
3 — Unobservable inputs that are supported by little or no market activity
and that are significant to the fair value of the assets or liabilities.
This includes certain pricing models, discounted cash flow methodologies
and similar techniques that use significant unobservable
inputs.
|
For
calendar year companies like Alltel, SFAS No. 157 was to be effective beginning
January 1, 2008. In February 2008, the FASB issued FASB Staff
Position No. 157-2 which partially deferred for one year the effective date of
SFAS No. 157 for all non-financial assets and non-financial liabilities, except
those that are recognized or disclosed at fair value in the financial statements
on a recurring basis. In February 2007, the FASB issued SFAS No. 159,
“The Fair Value Option for Financial Assets and Financial Liabilities –
Including an amendment of FASB Statement No. 115”. SFAS No. 159
provides entities the option to measure many financial instruments and certain
other items at fair value. Entities that choose the fair value option
will recognize unrealized gains and losses on items for which the fair value
option was elected in earnings at each subsequent reporting date. The
Company has chosen not to elect the fair value option for any items that are not
already required to be measured at fair value in accordance with accounting
principles generally accepted in the United States. Alltel is
continuing to evaluate the impact of SFAS No. 157 as it relates to certain
nonrecurring fair value measurements, such as the Company’s annual impairment
reviews of goodwill and wireless licenses.
As of
March 31, 2008, the only significant financial assets and liabilities of Alltel
measured at fair value on a recurring basis are derivative financial
instruments. These derivative instruments include seven, pay
fixed/receive variable, interest rate swap agreements designated as cash flow
hedges on notional amounts totaling $9.5 billion of the Company’s senior secured
term loan. The maturities of the interest rate swap agreements range
from December 17, 2009 to February 17, 2013. The Company has also
entered into two, pay variable/receive variable, interest rate basis swap
agreements that do not qualify for hedge accounting on notional amounts totaling
$4.0 billion of the senior secured term loan, both maturing on December 17,
2008. The Company accounts for these derivative contracts at fair
value and at March 31, 2008 had derivatives-based liabilities (amounts due to
counterparties) of $268.8 million, of which $0.7 million was included in other
current liabilities and $268.1 million was included in other liabilities in the
accompanying consolidated balance sheet. The fair values of the
interest rate swap agreements were based on prices obtained from financial
institutions who develop values based on inputs observable in active markets,
including interest rates. Accordingly, Alltel’s fair value
measurements of its derivative instruments are classified as Level 2
inputs. Changes in the fair value
of the derivative contracts to the extent they are effective as cash flow hedges
are reported in other comprehensive loss, net of tax. (See Note
9). If the contract does not qualify for hedge accounting, changes in
the fair value of the contract are recorded in interest
expense.
|
11.
|
Commitments
and Contingencies – Legal
Proceedings:
|
Subsequent
to the announcement of the merger agreement, Alltel, its directors, and in
certain cases the Sponsors (or entities purported to be affiliates thereof),
were named in sixteen putative class actions alleging claims for breach of
fiduciary duty and aiding and abetting such alleged breaches arising out of the
proposed sale of Alltel. Eight of the complaints were filed in the
Circuit Court of Pulaski County, Arkansas and were subsequently consolidated
into one class action complaint. The other eight complaints were
filed in the Delaware Court of Chancery and were also consolidated into one
complaint.
14
NOTES
TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
_____
|
11.
|
Commitments
and Contingencies – Legal Proceedings,
Continued:
|
Among
other things, the complaints in the Arkansas and Delaware actions alleged that
(1) Alltel conducted an inadequate process for extracting maximum value for its
shareholders and prematurely terminated an auction process by entering into a
merger agreement with Parent on May 20, 2007, despite previously setting June 6,
2007, as the outside date for submitting bids; (2) the Alltel directors were in
possession of material non-public information about Alltel; (3) the Alltel
directors had material conflicts of interest and were acting to better their own
interests at the expense of Alltel’s shareholders, including through the vesting
of certain options for Scott Ford, the retention of an equity interest in Alltel
after the merger by certain of Alltel’s directors and executive officers, and
the employment of certain Alltel executives, including Scott Ford, by Alltel (or
its successors) after the merger was completed; (4) taking into account the
current value of Alltel stock, the strength of its business, revenues, cash flow
and earnings power, the intrinsic value of Alltel’s equity, the consideration
offered in connection with the proposed merger was inadequate; (5) the merger
agreement contained provisions that deterred higher bids, including a $625.0
million termination fee payable to the Sponsors and restrictions on Alltel’s
ability to solicit higher bids; (6) that Alltel’s financial advisors, J P Morgan
Securities Inc. (“J P Morgan”), Merrill Lynch, Pierce, Fenner & Smith Inc.
(“Merrill Lynch”) and Stephens Inc. had conflicts resulting from their
relationships with the Sponsors; and (7) that the preliminary proxy statement
filed by Alltel with the SEC on June 13, 2007 failed to disclose material
information concerning the merger. The complaints sought, among other
things, certification of class action status, a court order enjoining Alltel and
its directors from consummating the merger, and the payment of attorneys’ fees
and expenses.
On July
19, 2007, the parties entered into a memorandum of understanding contemplating
the settlement of the litigation. Shareholders of Alltel who were
members of the class expected to be certified in the shareholder litigation
received written notice of the terms of the proposed
settlement. Among other things, the memorandum of understanding
provides that: (1) the termination fee payable under certain circumstances by
Alltel to Parent was waived to the extent it exceeded $550 million; (2) certain
additional disclosures were made in the proxy statement filed with the SEC on
July 24, 2007 asking shareholders to approve the merger transaction; and (3)
shares personally owned by Scott Ford and Warren Stephens were voted in the same
proportion in favor, against and abstaining as all votes cast other than with
respect to such shares at the special shareholders’ meeting held on August 29,
2007. Alltel also agreed that, at a regularly scheduled meeting of
its board of directors on July 19, 2007, the board would request and receive
oral advice from J P Morgan and Merrill Lynch concerning whether they had
learned of any matter that would cause them to withdraw or modify their fairness
opinions. At the July 19, 2007 board of directors’ meeting, J P
Morgan and Merrill Lynch advised the board that, taking into consideration the
types of factors and analyses considered in rending their May 20, 2007 opinions,
they were aware of no matter, during the period from May 20, 2007 to July 19,
2007, that would cause them to withdraw or modify their fairness
opinions. Certain provisions of the proposed settlement and the
memorandum of understanding are subject to court approval, which is
pending. In connection with the settlement, Alltel agreed to pay
certain attorneys’ fees and expenses.
On June
25, 2007, T-Mobile Austria Holding GmbH (“TMA Holding”) provided to the Company
notice of warranty claims against Western Wireless International Austria
Corporation (“WWI”), a wholly-owned subsidiary of Alltel, related to an August
10, 2005 purchase agreement, between T-Mobile Global Holding Nr.3 GmbH, T-Mobile
Austria GmbH and WWI. Alltel completed the sale of WWI’s operations
in Austria to T-Mobile Austria GmbH on April 28, 2006. On December
19, 2007, T-Mobile formally filed for arbitration with the International Court
of Arbitration of the International Chamber of Commerce, Zurich,
Switzerland. T-Mobile initiated arbitration of certain warranty
claims arising under the agreement whereby it purchased the shares of the WWI
company, “tele.ring,” that conducted business in Austria. The claims
relate to the valuation of the “Backbone Rights of Use” and non-compliance with
local Austrian regulations for antennae sites. T-Mobile requests
damages of €120.9 million (approximately $191.0 million at current exchange
rates). Alltel, on behalf of itself and its affiliates WWI and
Western Wireless, is vigorously defending the claims and believes they are
without merit. Accordingly, as of March 31, 2008, Alltel has not
recorded a reserve for any loss that could result from the ultimate resolution
of this matter.
15
ALLTEL
CORPORATION
FORM
10-Q
PART
I - FINANCIAL INFORMATION
The
following is a discussion and analysis of the historical results of operations
and financial condition of Alltel Corporation (“Alltel” or the
“Company”). This discussion should be read in conjunction with the
unaudited consolidated financial statements, including the notes thereto, for
the interim periods ended March 31, 2008 and 2007, and Alltel’s Annual Report on
Form 10-K for the year ended December 31, 2007.
EXECUTIVE
SUMMARY
Alltel
provides wireless voice and advanced data services to more than 13 million
residential and business customers in 34 states. As further discussed
below, on November 16, 2007, Alltel was acquired by Atlantis Holdings LLC, a
Delaware limited liability company (“Atlantis Holdings” or “Parent”) and an
affiliate of private investment funds TPG Partners V, L.P. and GS Capital
Partners VI Fund, L.P. (together the “Sponsors”). The acquisition was
completed through the merger of Atlantis Merger Sub, Inc. (“Merger Sub”), a
Delaware corporation and majority-owned subsidiary of Parent, with and into
Alltel (the “Merger”), with Alltel surviving the merger as a privately-held,
majority-owned subsidiary of Parent. As a result of the Merger,
Alltel’s outstanding common stock is owned by Atlantis Holdings, certain members
of management and other key employees. Alltel’s common stock is no
longer registered with the Securities and Exchange Commission (“SEC”) and is no
longer traded on a national securities exchange.
Although
Alltel continues as the same legal entity after the Merger, Atlantis Holdings’
cost of acquiring Alltel has been pushed-down to establish a new accounting
basis for Alltel. Accordingly, the accompanying consolidated
financial statements are presented for two periods, Predecessor and Successor,
which relate to the accounting periods preceding and succeeding the consummation
of the Merger. The Predecessor and Successor periods have been
separated by a vertical line on the face of the consolidated financial
statements to highlight the fact that the financial information for such periods
has been prepared under two different historical-cost bases of
accounting.
Among the
highlights in the first quarter of 2008:
·
|
Revenues
and sales increased 11 percent from the first quarter of 2007 driven by
Alltel’s continued focus on quality customer growth and improvements in
data revenues. Average revenue per customer and retail revenue
per customer both increased 2 percent from the same period a year ago to
$53.64 and $51.00, respectively, due to continued growth in data revenues,
partially offset by lower voice revenues per
customer.
|
·
|
Gross
customer additions were almost 1.1 million in the quarter, a 26 percent
increase from the same period a year ago, while net customer additions
were 385,000, a 63 percent increase from the first quarter of
2007.
|
·
|
Consolidated
earnings before interest, taxes and depreciation and amortization
(“Consolidated EBITDA”) increased $127.8 million in the quarter, an 18
percent increase from the same period a year ago, primarily driven by the
growth in access and data revenues discussed above. (See
“Covenant Compliance” below for the calculation of Consolidated
EBITDA). The Company reported a net loss of $124.9 million in
the first quarter of 2008 primarily due to the significant increases in
interest costs and depreciation and amortization expense following the
completion of the Merger, as further discussed below under “Consolidated
Results of Operations”.
|
During
the remainder of 2008, Alltel will continue to face significant challenges
resulting from competition in the wireless industry and changes in the
regulatory environment, including the effects of potential changes to the rules
governing universal service and inter-carrier compensation. In
addressing these challenges, Alltel will continue to focus its efforts on
improving customer service, enhancing the quality of its networks, expanding its
product and service offerings, and conducting advocacy efforts in favor of
governmental policies that will benefit Alltel’s business and its
customers.
16
ACQUISITION
OF ALLTEL BY TWO PRIVATE INVESTMENT FIRMS
On
November 16, 2007, Alltel was acquired by Atlantis Holdings pursuant to the
Agreement and Plan of Merger (the “Agreement”) dated May 20,
2007. The acquisition was completed through the merger of Alltel with
Merger Sub, with Alltel surviving the merger as a privately-held, majority-owned
subsidiary of Atlantis Holdings. Pursuant to the Agreement, at the
effective time of the Merger, each outstanding share of $1.00 par value common
stock of Alltel was cancelled and converted into the right to receive $71.50 in
cash. Similarly, pursuant to the Agreement, at the effective time of
the Merger, each outstanding share of Series C $2.06 no par cumulative
convertible preferred stock of Alltel and each outstanding share of Series D
$2.25 no par cumulative convertible preferred stock of Alltel were cancelled and
converted into the right to receive $523.22 and $481.37 in cash,
respectively. Immediately prior to the effective time of the Merger,
all shares of Alltel restricted stock vested and were converted into the right
to receive in cash the merger consideration of $71.50 per share. In
addition, all options to acquire shares of Alltel common stock vested
immediately prior to the effective time of the Merger. Holders of
such options, unless otherwise agreed to by the holder and Parent, received in
cash an amount equal to the excess, if any, of the merger consideration of
$71.50 per share over the exercise price for each share of Alltel common stock
subject to the option. Concurrent with the consummation of the
Merger, the Sponsors and their co-investors made equity contributions in cash of
approximately $4.5 billion to fund a portion of the merger consideration paid to
Alltel shareholders and holders of stock options and other equity
awards. Certain members of management also invested approximately
$60.4 million in the common equity of Alltel either through the rollover of a
portion of the Alltel common shares held by them prior to the Merger or through
cash contributions made by them. In addition, vested stock options
with an intrinsic value of approximately $60.0 million at the date of the Merger
were also rolled over by certain management employees. (See Note 2 to
the unaudited interim consolidated financial statements for additional
information regarding the Merger.)
CUSTOMER
AND OTHER OPERATING STATISTICS
|
|
Three
Months Ended
|
|
|
March
31,
|
(Thousands,
except per customer amounts)
|
|
2008
|
|
2007
|
Customers
|
|
13,170.1
|
|
12,060.6
|
Average
customers
|
|
12,984.6
|
|
11,940.7
|
Average
retail customers (excludes reseller customers)
|
|
12,202.9
|
|
11,178.4
|
Gross
customer additions (a)
|
|
1,093.3
|
|
867.5
|
Net
customer additions (b)
|
|
384.9
|
|
236.6
|
Market
penetration
|
|
16.6%
|
|
15.2%
|
Postpay
customer churn
|
|
1.34%
|
|
1.33%
|
Total
churn
|
|
1.83%
|
|
1.77%
|
Retail
minutes of use per customer per month (c)
|
|
770
|
|
651
|
Retail
revenue per customer per month (d)
|
|
$51.00
|
|
$49.90
|
Average
revenue per customer per month (e)
|
|
$53.64
|
|
$52.49
|
Notes to Customer and Other
Operating Statistics Table:
(a)
|
A
summary of gross customer additions is as follows for the three months
ended March 31:
|
|
|
|
Three
Months Ended
|
(Thousands)
|
|
|
|
|
2008
|
|
2007
|
Postpay
customers
|
|
|
|
|
588.9
|
|
532.2
|
Prepay
customers
|
|
|
|
|
422.1
|
|
335.3
|
Reseller
customers
|
|
|
|
|
82.3
|
|
-
|
Total
|
|
|
|
|
1,093.3
|
|
867.5
|
(b)
|
A
summary of net customer additions is as follows for the three months ended
March 31:
|
|
|
|
Three
Months Ended
|
(Thousands)
|
|
|
|
|
2008
|
|
2007
|
Postpay
customers
|
|
|
|
|
162.9
|
|
108.9
|
Prepay
customers
|
|
|
|
|
183.2
|
|
127.7
|
Reseller
customers
|
|
|
|
|
38.8
|
|
-
|
Total
|
|
|
|
|
384.9
|
|
236.6
|
17
Notes to Customer and Other
Operating Statistics Table, Continued:
(c)
|
Represents
the average monthly minutes that Alltel’s customers use on both the
Company’s network and while roaming on other carriers’
networks.
|
|
|
(d)
|
Retail
revenue per customer per month is calculated by dividing retail revenues
by average retail customers for the period. A reconciliation of
the revenues used in computing retail revenue per customer per month is as
follows for the three months ended March
31:
|
|
|
Three
Months Ended
|
|
(Millions)
|
|
2008
|
|
|
2007
|
|
Service
revenues
|
|
$ |
2,089.6 |
|
|
$ |
1,880.1 |
|
Less
wholesale roaming revenues
|
|
|
(178.1
|
) |
|
|
(154.2
|
) |
Less
wholesale transport revenues
|
|
|
(39.7
|
) |
|
|
(46.4
|
) |
Less
reseller revenues
|
|
|
(4.9
|
) |
|
|
(6.2
|
) |
Total
retail revenues
|
|
$ |
1,866.9 |
|
|
$ |
1,673.3 |
|
(e)
|
Average
revenue per customer per month is calculated by dividing service revenues
by average customers for the
period.
|
Since
January 1, 2002, the number of reseller customers included in the customer base
has not changed and Alltel has not included the effects of reseller activity in
its reported gross and net customer additions for any period subsequent to
2001. Revenues earned from resellers had been classified as retail
revenues. Effective January 1, 2008, Alltel changed its
classification of reseller activity from retail to wholesale operations and
prospectively will include reseller customers in its reported gross and net
customer additions, consistent with industry practice. Prior period
retail revenue per unit statistics have been adjusted to reflect the
reclassification of the reseller operations. Prior period average and
total customer counts were not adjusted for reseller customers because the
effects were immaterial.
The total
number of customers served by Alltel increased by more than 1.1 million
customers, or 9 percent, during the twelve month period ended March 31,
2008. During the first quarter of 2008, Alltel added almost 385,000
net customers. The increase in net customer additions in the three
months ended March 31, 2008 was driven by continued growth in the “My Circle”
service offering and recent improvements in the Company’s “U” prepaid service
offerings. The Company’s “My Circle” offering enables Alltel
customers, on select rate plans, to make and receive unlimited free calls to
five, ten or twenty phone numbers, connected to any wireless or wireline
network. During the second half of 2007, the Company enhanced its “U”
prepaid service offerings by adding new rate plans that include data
services. Overall, the Company’s wireless market penetration rate
(number of customers as a percent of the total population in Alltel’s service
areas) increased to 16.6 percent as of March 31, 2008.
The level
of customer growth for the remainder of 2008 will be dependent upon the
Company’s ability to attract new customers and retain existing customers in a
highly competitive marketplace. Alltel will continue to focus its
efforts on sustaining value-added customer growth by improving service quality
and customer satisfaction, managing its distribution channels and customer
segments, offering attractively priced rate plans, launching new or enhanced
product offerings and selling additional services to existing
customers.
Alltel
continues to focus its efforts on maintaining low customer churn (average
monthly rate of customer disconnects). As part of its customer
retention efforts, Alltel continues to upgrade its telecommunications network in
order to offer expanded network coverage and quality and to provide enhanced
service offerings to its customers. Alltel offers its retail services
on a network that is entirely Code Division Multiple Access (“CDMA”) and in
select areas, the Company has deployed a Global System for Mobile Communications
(“GSM”) network to support its wholesale roaming business. Over the
past three years, the Company’s retention efforts have also included retail
store upgrades, process improvements, branding, advertising and new service
offerings such as “My Circle” that have driven customer churn metrics to
historic lows during each of the quarterly periods in 2006 and 2007 and helped
Alltel maintain low customer churn levels in the first quarter of
2008. During the first quarter of 2008, postpay customer churn
remained relatively flat at 1.34 percent and total churn increased slightly to
1.83 percent, when compared to the same period of 2007.
18
Primarily
due to growth in data and access revenues, retail revenue per customer per month
and average revenue per customer per month both increased in the three months
ended March 31, 2008, compared to the same period a year ago. Retail
revenue per customer per month and average revenue per customer per month both
increased 2 percent to $51.00 and $53.64, respectively, in the first quarter of
2008. Growth in both retail and average revenue per customer per
month in the first quarter of 2008 continued to be affected by decreases in
voice revenues per customer reflecting the effects of increased sales of family
and prepay rate plans. Growth in service revenues and sustaining
average revenue per customer per month for the balance of 2008 will depend upon
Alltel’s ability to maintain market share in a competitive marketplace by adding
new customers, retaining existing customers, increasing customer usage, and
continuing to sell data services.
CONSOLIDATED
RESULTS OF OPERATIONS
|
|
|
|
Three
Months Ended
|
|
|
|
March
31,
|
|
(Millions)
|
|
2008
|
|
|
2007
|
|
|
|
Successor
|
|
|
Predecessor
|
|
Revenues
and sales:
|
|
|
|
|
|
|
Service
revenues
|
|
$ |
2,089.6 |
|
|
$ |
1,880.1 |
|
Product
sales
|
|
|
226.0 |
|
|
|
198.4 |
|
Total
revenues and sales
|
|
|
2,315.6 |
|
|
|
2,078.5 |
|
Costs
and expenses:
|
|
|
|
|
|
|
|
|
Cost
of services
|
|
|
652.7 |
|
|
|
611.0 |
|
Cost
of products sold
|
|
|
335.4 |
|
|
|
287.5 |
|
Selling,
general, administrative and other
|
|
|
505.0 |
|
|
|
469.9 |
|
Depreciation
and amortization
|
|
|
526.5 |
|
|
|
349.5 |
|
Integration
expenses, restructuring and other charges
|
|
|
17.5 |
|
|
|
6.3 |
|
Total
costs and expenses
|
|
|
2,037.1 |
|
|
|
1,724.2 |
|
Operating
income
|
|
|
278.5 |
|
|
|
354.3 |
|
Non-operating
income, net
|
|
|
18.9 |
|
|
|
13.0 |
|
Interest
expense
|
|
|
(496.5
|
) |
|
|
(46.7
|
) |
Gain
on disposal of assets
|
|
|
- |
|
|
|
56.5 |
|
Income
(loss) from continuing operations before income taxes
|
|
|
(199.1
|
) |
|
|
377.1 |
|
Income
tax expense (benefit)
|
|
|
(74.3
|
) |
|
|
146.8 |
|
Income
(loss) from continuing operations
|
|
|
(124.8
|
) |
|
|
230.3 |
|
Loss
from discontinued operations
|
|
|
(0.1
|
) |
|
|
(0.2
|
) |
Net
income (loss)
|
|
$ |
(124.9
|
) |
|
$ |
230.1 |
|
Service
revenues and total revenues and sales both increased 11 percent, or $209.5
million and $237.1 million, respectively, for the three months ended March 31,
2008, compared to the same period of 2007. The increase in service
revenues principally reflected growth in access revenues, which increased $83.7
million in the first quarter of 2008 compared to the same prior year
period. The increase in access revenues in 2008 was primarily driven
by non-acquisition-related growth in Alltel’s postpay customer base and
increased revenues derived from the Company’s “U” prepaid service
offerings. Service revenues for the three month period of 2008 also
reflected growth in revenues derived from data services, including text and
picture messaging and downloadable applications, such as music, games,
ringtones, wall paper and other office applications. Demand for data
services has also increased through the creation of voice and data bundle
offerings, which have become increasingly more popular with customers following
their launch in the first quarter of 2007. Compared to the same
period a year ago, revenues from data services increased $123.8 million, or 74
percent, in the three months ended March 31, 2008, reflecting strong demand for
these services. Service revenues also included an increase in
regulatory fee revenues of $13.4 million during the first quarter of 2008
compared to the same prior year period, primarily due to the overall growth in
postpay customers. Additional Universal Service Fund (“USF”) revenues
attributable to Alltel’s certification in 24 states as an Eligible
Telecommunications Carrier (“ETC”) accounted for $4.4 million of the overall
increase in regulatory fees in the three months ended March 31,
2008. When compared to the same period in 2007, revenues from the
sale of wireless equipment protection plans also increased $5.2 million in the
first quarter of 2008, primarily due to customer growth and higher demand for
these plans driven by increased sales of handsets with advanced features and
smart phone devices. In addition, wholesale revenues increased $16.0
million in the three months ended March 31, 2008, primarily due to growth in
data roaming revenues, partially offset by a decline in transport revenues
earned from charging third parties, principally Windstream Corporation
(“Windstream”), for use of Alltel’s fiber-optic network. The decline
in transport revenues reflected the effects of Windstream migrating traffic to
their own network, a trend the Company expects to continue throughout the
remainder of 2008.
19
The above
increases in service revenues were partially offset by lower airtime and retail
roaming revenues and a reduction in revenues recognized from the assessment of
fees to customers who terminate their service contracts prior to
expiration. Compared to the first quarter of 2007, airtime and retail
roaming revenues decreased $12.2 million in the first quarter of 2008 primarily
due to the continued effects of customers migrating to rate plans with a larger
number of packaged minutes. Such rate plans, for a flat monthly
service fee, provide customers with a specified number of airtime minutes and
include unlimited weekend, nighttime and mobile-to-mobile minutes at no extra
charge. As a result of billing system enhancements implemented during
the second half of 2007 which provided management with additional data necessary
to adequately assess the collectibility of early termination fees, Alltel,
effective January 1, 2008, prospectively changed its reporting of these fees
such that they are now recorded at net realizable value when
billed. Previously, these fees were reported as revenue when assessed
to customers and subsequently adjusted to net realizable value through the
recording of bad debt expense. The effect of this change in
accounting estimate resulted in a reduction in service revenues and a
corresponding decrease in bad debt expense of approximately $24.5 million during
the first quarter of 2008.
Product
sales increased $27.6 million, or 14 percent, in the three months ended March
31, 2008, compared to the same period a year ago. The increase is
primarily driven by growth in non-acquisition-related gross customer additions
and increased sales of handsets and accessories to resellers and other
distributors.
Cost of
services increased 7 percent, or $41.7 million, in the three months ended March
31, 2008, compared to the same period of 2007. Cost of services
included higher network-related costs of $14.0 million in the first quarter of
2008 reflecting increased network traffic due to non-acquisition-related
customer growth, increased minutes of use and expansion of network
facilities. Cost of services also reflected increased customer
service expenses of $16.6 million in the first quarter of 2008, primarily due to
additional costs associated with Alltel’s retention efforts focused on improving
customer satisfaction and maintaining low postpay churn. Compared to
the same period in 2007, payments to data content providers increased $6.6
million in the three months ended March 31, 2008, consistent with the growth in
revenues derived from data services discussed above. In addition,
cost of services for the first quarter of 2008 increased $11.4 million due to
higher data roaming expenses, consistent with the overall growth in data
revenues and wholesale roaming revenues discussed above. The above
increases in cost of services in the first quarter of 2008 were partially offset
by a reduction in bad debt expense. Compared to the first quarter of
2007, bad debt expense decreased $12.6 million primarily due to the effects of
the change in Alltel’s recognition of early termination fees discussed above,
partially offset by additional expense attributable to the overall growth in
customers.
Cost of
products sold increased $47.9 million, or 17 percent, for the three month period
ended March 31, 2008, as compared to the same period in 2007. The
increase in cost of products sold in 2008 was generally consistent with the
overall growth in product sales noted above.
Selling,
general, administrative and other expenses increased 7 percent, or $35.1
million, for the three months ended March 31, 2008, as compared to the same
period of 2007. Selling, general, administrative and other expenses
for the first quarter of 2008 reflected an increase in commission costs of $17.1
million, consistent with the growth in gross customer additions and higher
commissions paid to agents, reflecting increased sales of data services and
features. Selling, general, administrative and other operating
expenses in the first quarter of 2008 also included incremental expenses of $8.6
million, representing the portion of the annual management fee accruable during
the period plus out-of-pocket expenses payable in each case to affiliates of the
Sponsors in exchange for consulting and management advisory
services. Higher employee benefit costs of $9.8 million also
contributed to the increase in selling, general, administrative and other
expenses in the first quarter of 2008 when compared to the same period of
2007. The increase in employee benefit costs primarily reflected the
effects of new management incentive compensation plans implemented following the
Merger that are based on growth in Consolidated EBITDA, partially offset by
lower stock-based compensation expense. As disclosed in Note 4 to the
unaudited interim consolidated financial statements, stock-based compensation
expense decreased $5.5 million in the first quarter of 2008 compared to the same
period a year ago. The decrease in stock-based compensation expense
primarily reflected the effects of no longer granting restricted stock awards to
senior management employees and the overall decrease in the fair value of stock
option awards granted subsequent to the Merger, primarily attributable to Alltel
no longer having publicly traded common stock.
20
Depreciation
expense increased $37.6 million, or 12 percent, in the three months ended March
31, 2008, as compared to the same period of 2007. The increase in
depreciation expense in the first quarter of 2008 reflected growth in operating
plant in service and the effects of the write-up in the carrying value of
Alltel’s property, plant and equipment to fair value of $402.5 million in
connection with the Merger. Compared to the same prior year period,
amortization expense increased $139.4 million in the first quarter of 2008
primarily due to the recognition of $3.65 billion of finite-lived intangible
assets in connection with the Merger and the effects of using an accelerated
amortization method for the customer list intangible asset. See Note
3 to the unaudited interim consolidated financial statements for additional
information regarding Alltel’s recognition of finite-lived intangible assets in
connection with the Merger.
Integration Expenses,
Restructuring and Other Charges
A summary
of the integration expenses, restructuring and other charges recorded by Alltel
were as follows for the three months ended March 31:
|
|
Three
Months Ended
|
(Millions)
|
|
2008
|
|
|
2007
|
|
|
Successor
|
|
|
Predecessor
|
Severance
and employee benefit costs
|
|
$ |
1.4 |
|
|
$ |
3.7 |
Rebranding
and signage costs
|
|
|
- |
|
|
|
0.1 |
Computer
system conversion and other integration expenses
|
|
|
- |
|
|
|
2.5 |
FCC
spectrum auction-related costs
|
|
|
12.7 |
|
|
|
- |
Merger-related
expenses
|
|
|
3.4 |
|
|
|
- |
Total
integration expenses, restructuring and other charges
|
|
$ |
17.5 |
|
|
$ |
6.3 |
In the
first quarter of 2008, Alltel incurred $12.7 million of incremental expenses
related to its participation in the 700 MHz spectrum auction conducted by the
Federal Communications Commission (“FCC”) that was completed on March 18,
2008. Alltel did not obtain any licenses in the 700 MHz spectrum
auction. The auction-related expenses primarily consisted of
consulting fees and estimated bid withdrawal payments to be remitted to the FCC
as a result of the Company withdrawing certain bids made during the course of
its participation in the auction. As discussed below under
“Regulation – Wireless Spectrum”, Alltel is liable to the FCC for a withdrawn
bid payment should the markets upon which the Company was the provisionally
highest bidder not be sold in any subsequent auction for an amount that exceeds
the amount of the Company’s withdrawn bids. In connection with the
Merger, Alltel incurred $3.4 million of incremental costs, primarily consisting
of $2.4 million in employee retention bonuses and additional legal and
accounting fees of $0.7 million. Alltel also recorded severance and
employee benefit costs related to a planned workforce reduction in connection
with the reorganization of its corporate marketing operations. The integration
expenses, restructuring and other charges increased the reported net loss $11.0
million for the three months ended March 31, 2008.
In the
first quarter of 2007, Alltel incurred $2.6 million of integration expenses
related to its 2006 acquisitions of Midwest Wireless Holdings (“Midwest
Wireless”) and properties in Illinois, Texas and Virginia. The system
conversion and other integration expenses primarily consisted of internal
payroll, contracted services and other programming costs incurred in converting
the acquired properties to Alltel’s customer billing and operational support
systems, a process that the Company completed during the fourth quarter of
2007. Alltel also recorded severance and employee benefit costs
related to a planned workforce reduction in connection with the closing of two
call centers. The integration expenses and other charges decreased
net income $3.9 million for the three months ended March 31, 2007.
As of
March 31, 2008, the remaining unpaid liability related to the Company’s
integration, restructuring and other activities consisted of severance and
employee benefit costs of $0.4 million, fees and expenses associated with the
Merger of $14.7 million, and fees and expenses related to the FCC spectrum
auction of $8.0 million and is included in other current liabilities in the
accompanying consolidated balance sheet. Cash outlays for the
remaining unpaid liability will be disbursed over the next 12 months and will be
funded from operating cash flows. (See Note 6 to the unaudited
interim consolidated financial statements for additional information regarding
the integration expenses, restructuring and other charges.)
Primarily
as a result of the significant increase in depreciation and amortization expense
discussed above, operating income decreased $75.8 million, or 21 percent, for
the three months ended March 31, 2008, compared to the same period of
2007. The adverse effects on operating income attributable to higher
depreciation and amortization expense were partially offset by the growth in
revenues and sales previously discussed.
21
Non-Operating
Income, Net
|
|
Three
Months Ended
|
|
(Millions)
|
|
2008
|
|
|
2007
|
|
|
|
Successor
|
|
|
Predecessor
|
|
Equity
earnings in unconsolidated partnerships
|
|
$ |
13.0 |
|
|
$ |
15.0 |
|
Minority
interest in consolidated partnerships
|
|
|
(8.2
|
) |
|
|
(9.7
|
) |
Other
income, net
|
|
|
14.1 |
|
|
|
7.7 |
|
Non-operating
income, net
|
|
$ |
18.9 |
|
|
$ |
13.0 |
|
As
indicated in the table above, non-operating income, net increased $5.9 million,
or 45 percent, in the three months ended March 31, 2008, as compared to the same
period in 2007. Other income, net in the first quarter of 2008
included additional interest income of $3.4 million, primarily resulting from an
increase in Alltel’s average daily cash balance when compared to the same period
a year ago. The decrease in minority interest expense of $1.5 million
in the three month period of 2008 primarily reflected the effects of increased
commissions, network-related, interconnection and data transport charges
incurred by the majority-owned partnerships, consistent with the overall
increases in these expenses.
Interest
Expense
Interest
expense increased $449.8 million in the three months ended March 31, 2008,
compared to the same period of 2007. The increase in the first
quarter of 2008 primarily reflected the unfavorable effects on interest costs
resulting from the significant increase in Alltel’s long-term debt balance
following the completion of the Merger. As further discussed under
“Cash Flows from Financing Activities – Continuing Operations”, in conjunction
with the Merger, the Company entered into a senior secured term loan facility in
an aggregate principal amount of $14.0 billion and also entered into a $5.2
billion senior unsecured cash-pay term loan facility and a $2.5 billion senior
unsecured Pay In-Kind (“PIK”) term loan facility that represented bridge
financing (the “bridge facilities”). All available amounts under
these facilities were drawn at the date of the Merger to fund a portion of the
merger consideration paid to Alltel shareholders and holders of stock options
and other equity awards. Alltel expects that the bridge facilities
will be replaced either through the issuance of note securities or conversion
into term loans on or before one year from the Merger date. In
December 2007, $1.0 billion of the senior unsecured PIK term loan facility was
repaid upon the issuance of 10.375/11.125 percent senior unsecured PIK toggle
notes due 2017.
Gain on Disposal of
Assets
Through
its merger with Western Wireless Corporation completed on August 1, 2005, Alltel
acquired marketable equity securities. On January 24, 2007, Alltel
completed the sale of these securities for $188.7 million in cash and recorded a
pretax gain from the sale of $56.5 million. This transaction
increased net income $36.8 million in the three month period ended March 31,
2007.
Income
Taxes
The
income tax benefit recorded in the first quarter of 2008 reflected the loss
before income taxes resulting from the significant increases in interest costs
and depreciation and amortization expense following the completion of the Merger
discussed above. In the first quarter of 2008, Alltel’s effective
income tax rate was 37.3 percent and reflected the non-deductibility for both
federal and state income tax purposes of approximately $5.0 million of interest
and merger-related costs incurred by Alltel. For 2008, Alltel’s
annual effective income tax rate is expected to range between 37.0 percent and
38.0 percent, absent the effects of any future significant or unusual items,
such as the reversal of income tax contingency reserves.
On
February 7, 2008, the Company reached an agreement with the Internal Revenue
Service to settle all tax liabilities related to its consolidated federal income
tax returns for the tax years 2004 and 2005. In connection with this
settlement, the Company paid additional taxes and interest of $7.5 million, the
majority of which was the responsibility of Windstream pursuant to a tax sharing
agreement signed in connection with the wireline spin-off.
In
determining its quarterly provision for income taxes, Alltel uses an estimated
annual effective tax rate, which is based on the Company’s expected annual
income, statutory rates and tax planning opportunities and includes the effects
of uncertain tax positions accounted for in accordance with Financial Accounting
Standards Board (“FASB”) Interpretation No. 48, “Accounting for Uncertainty in
Income Taxes - an interpretation of FASB Statement No. 109” (“FIN
48”). Significant or unusual items, such as the taxes related to the
sale of a business, are separately recognized in the quarter in which they
occur.
22
Net Income (Loss) from
Continuing Operations
Alltel
reported a net loss of $124.9 million in the first quarter of 2008 compared to
net income of $230.1 million for the same period of 2007. The
decrease in net income in 2008 was driven by the significant increases in
interest costs and depreciation and amortization expense following the
completion of the Merger, as discussed above.
Discontinued
Operations
On
November 7, 2007, Alltel signed a definitive agreement to sell one of its
wireless markets, including licenses, customers and network assets for
cash. Alltel expects to complete this sale during the first half of
2008. As a condition of receiving approval from the U.S. Department
of Justice (“DOJ”) and FCC for its acquisition of Midwest Wireless, Alltel
agreed on September 7, 2006 to divest four rural markets in
Minnesota. On April 3, 2007, Alltel completed the sale of these
markets to Rural Cellular for $48.5 million in cash. As a result of
the above transactions, the domestic markets to be divested by Alltel have been
classified as discontinued operations in the Company’s interim consolidated
financial statements for all periods presented.
The table
presented below includes certain summary income statement information related to
the domestic markets to be divested reflected as discontinued operations for the
three months ended March 31:
|
|
Three
Months Ended
|
|
(Millions)
|
|
2008
|
|
|
2007
|
|
|
|
Successor
|
|
|
Predecessor
|
|
Revenues
and sales
|
|
$ |
0.7 |
|
|
$ |
7.6 |
|
Operating
expenses
|
|
|
0.9 |
|
|
|
9.2 |
|
Operating
loss
|
|
|
(0.2
|
) |
|
|
(1.6
|
) |
Other
income, net
|
|
|
- |
|
|
|
1.3 |
|
Interest
expense
|
|
|
- |
|
|
|
- |
|
Pretax
loss from discontinued operations
|
|
|
(0.2
|
) |
|
|
(0.3
|
) |
Income
tax benefit
|
|
|
(0.1
|
) |
|
|
(0.1
|
) |
Loss
from discontinued operations
|
|
$ |
(0.1
|
) |
|
$ |
(0.2
|
) |
Operating
expenses in the first quarter of 2007 included an impairment charge of $1.7
million to reflect the fair value less cost to sell of the four rural markets in
Minnesota required to be divested and resulted in the write-down in the carrying
values of goodwill and customer list allocated to these
markets. Depreciation of long-lived assets and amortization of
finite-lived intangible assets related to the properties identified for
disposition in 2007 was not recorded subsequent to November 7, 2007, the date of
Alltel’s agreement to sell these properties. Depreciation of
long-lived assets and amortization of finite-lived intangible assets related to
the four markets in Minnesota to be divested was not recorded subsequent to
September 7, 2006, the date of Alltel’s agreement with the DOJ and FCC to divest
these markets. The cessation of depreciation and amortization expense
had the effect of reducing operating expenses by approximately $0.1 million and
$1.0 million in the three months ended March 31, 2008 and 2007,
respectively.
Regulatory
Matters
Alltel is
subject to regulation primarily by the FCC as a provider of Commercial Mobile
Radio Services (“CMRS”). The FCC’s regulatory oversight consists of
ensuring that wireless service providers are complying with the Communications
Act of 1934, as amended (the “Communications Act”), and the FCC’s regulations
governing technical standards, outage reporting, spectrum usage, license
requirements, market structure, universal service obligations, and consumer
protection, including public safety issues like enhanced 911 emergency service
(“E-911”), the Communications Assistance for Law Enforcement Act (“CALEA”),
accessibility requirements (including hearing aid capabilities), and
environmental matters governing tower siting. State public service
commissions are pre-empted under the Communications Act from regulatory
oversight of wireless carriers’ market entry and retail rates, but they are
entitled to address certain terms and conditions of service offered by wireless
service providers. The nation’s telecommunications laws continue to
be reviewed with bills introduced in Congress, rulemaking proceedings pending at
the FCC and various state regulatory initiatives, the effects of which could
significantly impact Alltel’s wireless telecommunications business in the
future.
23
Regulatory Treatment for
Wireless Broadband
The FCC
has determined that wireless broadband internet access services are information
services under the Communications Act, and, as such, are subject to similar
regulatory treatment as other broadband services such as fiber to the home,
cable modem, Digital Subscriber Line (“DSL”), and broadband over power line
services. Certain interconnected broadband services, such as Voice
Over Internet Protocol (“VOIP”) have been made subject to various FCC mandates
including E-911, CALEA, Customer Proprietary Network Information (“CPNI”),
contributions to the Telecommunications Relay Services, universal service
contributions and access for the disabled, and will apply to Alltel to the
extent it offers wireless VOIP services or should the FCC extend the various
mandates to broadband services generally. Further, the FCC has
instituted an inquiry into whether regulatory intervention is necessary in the
broadband market to ensure network neutrality, as well as inquiries into various
open access requirements on wireless carriers both with regard to devices and
applications. At the same time, various public interest groups are
urging the FCC to determine that text messaging services are subject to common
carrier regulation, or in the alternative, to impose anti-discrimination
regulation should text messaging be found to be an information
service.
Universal
Service
To ensure
affordable access to telecommunications services throughout the United States,
the FCC and many state commissions administer universal service
programs. CMRS providers are required to contribute to the federal
USF and are required to contribute to some state universal service
funds. The rules and methodology under which carriers contribute to
the federal fund are the subject of an ongoing FCC rulemaking in which a change
from the current interstate revenue-based system to some other system based upon
line capacity or utilized numbers is being considered. The
safe-harbor percentage of a wireless carrier’s revenue subject to a federal
universal service assessment is presently 37.1 percent.
CMRS
providers, like Alltel, also are eligible to receive support from the federal
USF if they obtain designation as an ETC. CMRS provider ETCs receive
support based upon the costs of the underlying incumbent local exchange carrier
(“ILEC”) pursuant to the identical support rule. The collection of
USF fees and distribution of USF support are under continual review by federal
and state legislative and regulatory bodies and are subject to audit by
Universal Service Administration Corporation (“USAC”). Certain of
Alltel’s contributions to, and distributions from, the USF are the subject of
on-going USAC audits. The Company does not anticipate any material
adverse findings resulting from these audits.
As a
condition of the Merger, the FCC imposed an interim cap on the annual amount of
USF support Alltel is entitled to receive as an ETC, measured as of June 30,
2007 on an annualized basis. On May 1, 2008 the FCC released an order
that explicitly supersedes the Alltel specific merger condition cap and
establishes an industry wide cap on USF support for wireless carriers by
limiting the total amount of USF support that each state can receive for
wireless service, measured as of March 2008 on an annualized
basis. The order defines two exceptions to the new
cap. First, the cap will not apply if a carrier files and justifies
support based upon its actual costs by providing specific quarterly cost data
information that is measured against certain ILEC cost
benchmarks. Second, the cap will not apply where an ETC serves
tribal lands or Alaska Native regions; however, support outside the cap in such
locations will be limited to one line per residence. The cap
will apply until fundamental comprehensive USF reforms are adopted by the FCC to
address issues related to the distribution of support among ETCs. The
FCC order also granted twenty-two (22) new ETC designations, including three new
designations for Alltel; one each in certain rural areas of Alabama, North
Carolina and Virginia. The order does not limit the number of ETCs
that each state may designate in the future. Alltel is currently
evaluating the effects the order may have on its wireless
operations.
In
considering long-term reform of the USF, the Federal-State Universal Service
Joint Board (“Joint Board”) has recommended, among other things, to cap
universal service support for all competitive eligible telecommunications
carriers, including Alltel. The FCC is considering this
recommendation as well as implementing other changes to the way USF support is
disbursed to program recipients, like Alltel. Most recently, the FCC
accepted comments on three separate Notices of Proposed Rulemaking (“NPRM”)
which sought comment on (i) the use of reverse auctions to determine the amount
of USF support to provide to ETCs; (ii) the amount of support provided to
competitive ETCs – tentatively rejecting the continued use of the identical
support rule; and (iii) the previous recommendations of the Joint Board
regarding support mechanisms for future focus on broadband services, traditional
landline voice and mobility offerings under separate capped
funds. Alltel filed comments advocating for the establishment of
appropriately funded wireless mobility and broadband funds that transition away
from traditional funding for legacy wireline voice networks. It is
not possible to predict whether or when any of the NPRMs will be adopted as part
of a comprehensive reform effort. It is also not possible at this
time to predict the impact of the adoption of one or more
24
of these
recommendations on Alltel’s operations; however, implementation of some of the
proposals could materially affect the amount of USF support Alltel
receives.
Alltel is
designated as an ETC and receives federal USF with respect to the following
states: Alabama, Arkansas, California, Colorado, Florida, Georgia, Iowa, Kansas,
Louisiana, Michigan, Minnesota, Mississippi, Montana, Nebraska, Nevada, New
Mexico, North Carolina, North Dakota, South Dakota, Texas, Virginia, West
Virginia, Wisconsin, and Wyoming. Alltel also receives state
universal service support for certain product offerings in Texas. The
Communications Act and FCC regulations require that universal service receipts
be used to provision, maintain and upgrade the networks that provide the
supported services. Additionally, the Company accepted certain
federal and state reporting requirements and other obligations as a condition of
its ETC designations. As of March 31, 2008, the Company believes that
it is substantially compliant with the FCC regulations and with all of the
federal and state reporting requirements and other obligations related to the
receipt and collection of universal service support. During the first
quarter of 2008, Alltel received approximately $84 million of USF
support.
E-911
Wireless
service providers are required by the FCC to provide E-911 in a two-phased
approach. In phase one, carriers must, within six months after
receiving a request from a phase one enabled Public Safety Answering Point
(“PSAP”), deliver both the caller’s number and the location of the cell site to
the PSAP serving the geographic territory from which the E-911 call
originated. In phase two, carriers that have opted for a
handset-based solution must determine the location of the caller within 50
meters for 67 percent of the originated calls and 150 meters for 95 percent of
the originated calls and deploy Automatic Location Identification (“ALI”)
capable handsets according to specified thresholds culminating with a
requirement that carriers reach a 95 percent deployment level of ALI capable
handsets within their subscriber base by December 31, 2005. ALI
capability permits more accurate identification of the caller’s location by
PSAP’s. Furthermore, on April 1, 2005, the FCC issued an order
imposing an E-911 obligation to deliver ALI data on carriers providing only
roaming services where the carrier maintained no retail presence in that
market. In the acquired Western Wireless properties, Alltel operates
a CDMA network with Phase II E-911 capability for its customers and a GSM
network without Phase II capability for roamers in the same geographic
area. Alltel believes that its multi-technology operations with Phase
II CDMA capability is distinguishable from the carrier providing roaming only
services specified in the April 1, 2005 order.
Alltel
began selling ALI-capable handsets in June 2002 and had complied with each of
the intermediate handset deployment thresholds under the FCC’s order or
otherwise obtained short-term relief from the FCC to facilitate certain
acquisitions. On
September 30, 2005, due to the slowing pace of
customer migration to ALI-capable handsets and lower than FCC forecasted churn,
Alltel filed a request with the FCC for a waiver of the December 31, 2005
requirement to achieve 95 percent penetration of ALI-capable
phones. The request included an explanation of the Company’s
compliance efforts to date and the expected date when it would meet the 95
percent penetration rate of ALI-capable handsets, June 30, 2007. A
number of other wireless carriers, including large national carriers and
CTIA-The Wireless Association (“CTIA”) on behalf of CMRS carriers in general,
also sought relief from the 95 percent requirement. On January 5,
2007, the FCC issued a number of orders denying certain of the waivers of the
E-911 handset deployment requirement, including the waiver filed by the
Company. The FCC’s order imposed reporting requirements on the
Company and referred the issue of Alltel’s compliance with the rules to the
FCC’s Enforcement Bureau for consideration of further action. The
Company sought reconsideration of the order denying its waiver and subsequently
met the 95 percent standard in May 2007. However, on August 30, 2007,
the FCC’s Enforcement Bureau issued a Notice of Apparent Liability for
Forfeiture (“NAL”) against Alltel for its non-compliance with the 95 percent
deployment deadline. The fine proposed against the Company in the NAL
of $1.0 million was paid in full by Alltel on October 1, 2007. The
Company subsequently withdrew its petition for reconsideration of the FCC’s
order denying the Company’s waiver request. The matter is now final
and the Company is in full compliance with the handset deployment
requirements.
The FCC
initiated a rulemaking in response to a petition for declaratory ruling seeking
to specify the basis upon which CMRS carriers must measure the accuracy and
reliability of the location data provided to PSAPs for E-911 Phase II
service. On September 11, 2007, the FCC adopted an order establishing
new E-911 accuracy standards that require a carrier to meet the Phase II
location accuracy standards within the geographic area served by individual
PSAPs, and setting time benchmarks under which carriers must achieve Phase II
location accuracy over progressively smaller geographic areas until individual
PSAP level testing is met. Various carriers sought stay of the FCC’s
order, at both the Agency and Judicial level, and the Company has supported
those requests.
25
On March
12, 2008, the FCC issued a six-month stay of the initial E-911 accuracy
compliance standards, extending the deadline for compliance to March 11,
2009. Further, on March 25, 2008 the Federal Court of Appeals for the
District of Columbia Circuit granted carriers’ request for stay of the FCC’s
order pending further judicial review of the underlying appeal. If
the FCC’s order is upheld upon judicial appeal, the Company believes that
compliance will present significant challenges to the industry as a whole from
both a financial and technical perspective. The second phase of the
rulemaking is pending before the FCC. Additionally, the FCC has
recently initiated a notice of inquiry to examine the industry’s obligation to
complete all E-911 calls including those from non-initialized
handsets.
CALEA
CALEA
requires wireless carriers to ensure that their networks are capable of
accommodating lawful intercept requests received from law enforcement
agencies. The FCC has imposed various obligations and compliance
deadlines, including those for VOIP and Broadband Internet Access Services, with
which Alltel has materially complied. The FCC has under consideration
a petition filed by law enforcement agencies alleging that the standards for
packet data transmission for CDMA 2000 providers are deficient under
CALEA.
Inter-carrier
Compensation
Under the
96 Act and the FCC’s rules, CMRS providers are subject to certain requirements
governing the exchange of telecommunications traffic with other
carriers. State public service commissions were granted jurisdiction
to arbitrate disputes between CMRS providers and other carriers if they fail to
reach agreement with respect to the rates and terms and conditions associated
with the interconnection of their networks and exchange of telecommunications
traffic. The Company is in negotiation or arbitration with various
carriers to establish the rates, terms and conditions of
interconnection. None of these are anticipated to significantly
affect Alltel’s costs of providing service. There is a pending
rulemaking at the FCC addressing inter-carrier compensation, which could impact
Alltel’s future costs to provide service; however it is not possible to predict
whether or when that proceeding will conclude or what the result and impact will
be.
Wireless
Spectrum
Alltel
holds FCC authorizations for Cellular Radiotelephone Service (“CRS”), Personal
Communications Service (“PCS”), and paging services, as well as ancillary
authorizations in the private radio and microwave services (collectively, the
“FCC Licenses”). Generally, FCC licenses are issued initially for
10-year terms and may be renewed for additional 10-year terms upon FCC approval
of the renewal application. The Company has routinely sought and been
granted renewal of its FCC Licenses without contest and anticipates that future
renewals of its FCC Licenses will be granted. The FCC has eliminated
the categorical limits on the amount of CMRS spectrum that a licensee may
hold. The FCC now evaluates acquisitions and mergers on a
case-by-case basis to determine whether such transactions will result in
excessive concentration of wireless spectrum in a market. The FCC has
recently increased the spectrum threshold for evaluating excessive concentration
of wireless spectrum in the context of acquisitions and mergers to 95
MHz.
The FCC
conducts proceedings and auctions through which additional spectrum is made
available for the provision of wireless communications services, including
broadband services. In 2003, the FCC issued an order adopting rules
that allow CMRS licensees to lease spectrum to others. The FCC
further streamlined its rules to facilitate spectrum leasing in a subsequent
order issued in 2004. The FCC’s spectrum leasing rules revise the
standards for transfer of control and provide new options for the lease of
spectrum to providers of new and existing wireless technologies. The
FCC decisions provide increased flexibility to wireless companies with regard to
obtaining additional spectrum through leases and retaining spectrum acquired in
conjunction with wireless company acquisitions. The FCC completed the
auction for Advanced Wireless Services (“AWS”) spectrum. Alltel did
not participate in the AWS spectrum auction, but the Company did participate in
the 700 MHz auction. On March 18, 2008, the FCC completed the auction
for spectrum in the 700 MHz band, and the auction results have now been publicly
released. The Company did not obtain any licenses at auction, and is
liable to the FCC for a withdrawn bid payment should the markets upon which the
Company was the provisionally highest bidder not be sold in any subsequent
auction for an amount that exceeds the amount of the Company’s withdrawn bids.
The FCC also continues to consider various uses of unlicensed spectrum and
sharing of currently allocated spectrum between various users. The
FCC has, for example, instituted a rulemaking on the use of “white spaces” in
the television spectrum on an unlicensed basis. Further, the FCC
continues to conduct auctions for spectrum not purchased or otherwise available
after previous auctions for the spectrum blocks. On April 4, 2008,
the FCC announced an auction for spectrum available in the AWS and PCS spectrum
bands. The Company has made no determination as to whether it will
participate in the auction.
26
Customer
Billing
The FCC
requires CMRS carriers to ensure that the descriptions of line items on customer
bills are clear and not misleading and has declared that any representation of a
discretionary item on a bill as a tax or government-mandated charge is
misleading. The Federal Court of Appeals for the Eleventh Circuit
(“Eleventh Circuit Court”) has vacated an order of the FCC preempting states
from requiring or prohibiting the use of line items on CMRS carriers’ bills and
remanded the decision to the FCC for further proceedings. In February
2007, two CMRS providers filed a petition for a writ of certiorari to the United
States Supreme Court, seeking review of the Eleventh Circuit Court’s decision,
which has been denied. The FCC is also considering additional CMRS
billing regulations and state preemption issues including whether early
termination fees constitute a rate, and consequently, are beyond a state’s
regulatory jurisdiction.
CMRS
Roaming
The FCC
concluded a rulemaking proceeding in which it examined the potential rules to be
applied to automatic roaming relationships between carriers. The
FCC’s prior rules required only that manual roaming be provided by a carrier to
any subscriber in good standing with his/her home market
carrier. Automatic roaming agreements, although common throughout the
CMRS industry, are not currently mandated by the FCC. The FCC’s new
rules require automatic roaming agreements between carriers subject to certain
limitations, but does not mandate price regulation. The Company
believes the FCC’s rules are generally consistent with its
practice. The new roaming regulations are subject to reconsideration
requests which remain pending before the FCC.
CPNI
The FCC
concluded its rulemaking governing the protection of customer information and
call records, including the adequacy of security measures employed by carriers
to protect certain customer information. New FCC rules, which took
effect on December 8, 2007, specify new notice and customer authentication
requirements, as well as both certification requirements and limitations on the
disclosure of CPNI to the carriers joint venture partners and
contractors. The new rules remain subject to judicial appeal and FCC
reconsideration, as well as final Office of Management and Budget (“OMB”)
approval under the Paperwork Reduction Act. While the Company has not
been formally notified that the FCC has terminated its investigation of carrier
practices to protect CPNI, the Company has received no further inquiries or
notices from the FCC.
Analog
Sunset
Under
current FCC rules, carriers are no longer required to offer analog wireless
services after February 2008. This analog “sunset” rule was the
subject of petitions seeking extension of the analog requirement beyond 2008,
which were denied by the FCC by order dated June 15, 2007. Alltel
plans to migrate its customers and network to all digital service after the
sunset of the rule. On April 1, 2008, the Company initiated the first
phase of its analog phase out plan.
Warn Act/Emergency
Alerts
On
October 13, 2006, the Warn Act was signed into law and provides that carriers
may, within two years, voluntarily choose to provide emergency alerts as part of
their service offerings under standards and protocols recommended by an advisory
committee and adopted by the FCC. The FCC convened the industry
advisory committee required under the Warn Act to consider technical standards
and operating protocols, which were approved by the committee on October 3,
2007. The FCC has initiated its formal rulemaking to adopt the
technical requirements for the provision of emergency alerts under the Warn Act
and adopted the advisory committee’s recommendations with minor modifications by
order released on April 9, 2008.
Katrina Panel
Recommendations
On June
8, 2007, the FCC released an order directing the Public Safety and Homeland
Security Bureau to implement several of the recommendations of the panel
convened to study network outages in the wake of Hurricane
Katrina. The FCC also adopted rules requiring wireless communications
providers to have emergency back-up power for cell sites as well as to conduct
studies and submit reports on the redundancy and resiliency of their E-911
networks. The rules regarding back-up power were reconsidered by the
FCC in an order issued October 4, 2007, and no new rules will go into effect
until the OMB approves the information collection requirements. The
back-up power requirement has also been appealed to the U.S. Court of Appeals
for the D.C. Circuit (“D.C. Circuit Court”). On February 28, 2008,
the D.C. Circuit Court granted a motion to stay the effectiveness of the FCC's
emergency back-up power rules, pending judicial review. At this time,
the Company is evaluating the impact of the new rules.
27
FINANCIAL
CONDITION, LIQUIDITY AND CAPITAL RESOURCES
|
|
Three
Months Ended
|
|
(Millions)
|
|
2008
|
|
|
2007
|
|
|
|
Successor
|
|
|
Predecessor
|
|
Cash
flows from (used in):
|
|
|
|
|
|
|
Operating
activities from continuing operations
|
|
$ |
205.8 |
|
|
$ |
561.2 |
|
Investing
activities from continuing operations
|
|
|
(111.3
|
) |
|
|
27.1 |
|
Financing
activities from continuing operations
|
|
|
103.8 |
|
|
|
(946.9
|
) |
Discontinued
operations
|
|
|
- |
|
|
|
1.2 |
|
Change
in cash and short-term investments
|
|
$ |
198.3 |
|
|
$ |
(357.4
|
) |
Cash
Flows from Operating Activities – Continuing Operations
For the
three months ended March 31, 2008, Alltel’s primary source of liquidity was cash
provided from operations. Compared to the corresponding period of 2007, the
decrease in cash flows from operating activities during the first quarter of
2008 primarily reflected the payment of merger-related expenses and the effects
of higher interest costs resulting from the issuance of $21.7 billion of
additional long-term debt as further discussed below under “Cash Flows from
Financing Activities – Continuing Operations”. Cash flows from
operating activities in the first quarter of 2008 also reflected changes in
working capital requirements, driven primarily by timing differences in the
billing and collection of accounts receivable, purchase of inventory and payment
of accounts payable and income taxes. During the first three months
of 2008, Alltel generated sufficient cash flows from operations to fund its
capital expenditure requirements and scheduled long-term payments, as further
discussed below. Alltel expects to generate sufficient cash flows
from operations to fund its operating requirements during the balance of
2008.
Cash
Flows from Investing Activities – Continuing Operations
Capital
Expenditures
During
the first three months of 2008, capital expenditures continued to be Alltel’s
primary use of capital resources. Capital expenditures for the three
months ended March 31, 2008 were $138.1 million compared to $161.8 million for
the same period in 2007. Capital expenditures in both periods were
incurred to construct additional network facilities and to deploy 1XRTT data and
1x-EVDO technology. Alltel funded substantially all of its capital
expenditures through internally generated funds. Investing activities
also included outlays for capitalized software development
costs. Additions to capitalized software for the three months ended
March 31, 2008 were $8.2 million compared to $7.8 million for the same period in
2007. Including capitalized software development costs, outlays for
capital expenditures are expected to be approximately $950.0 million to $1,050.0
million for 2008 and are expected to be funded primarily from internally
generated funds.
Proceeds From Sales of
Investments and Other Assets
Investing
activities for the three months ended March 31, 2008 included proceeds from the
sale of assets of $18.0 million received in connection with the disposal of a
corporate airplane. Investing activities for the three months ended
March 31, 2007 included proceeds from the sale of investments of $188.7 million,
consisting of the cash proceeds received from the sale of marketable securities
acquired by Alltel through its merger with Western Wireless.
Cash
flows from investing activities for the three months ended March 31, 2008 and
2007 included proceeds from the return on investments of $13.2 million and $10.9
million, respectively. These amounts primarily consisted of cash
distributions received from Alltel’s wireless minority investments.
Cash
Flows from Financing Activities – Continuing Operations
Issuances and Repayments of
Long-Term Debt
Concurrent
with the consummation of the Merger, Alltel Communications Inc. (“ACI”), a
wholly-owned subsidiary of Alltel, entered into a senior secured term loan
facility in an aggregate principal amount of $14.0 billion maturing 7.5 years
from the closing of the date of the Merger, a six-year, senior secured revolving
credit facility of $1.5 billion, and a delayed draw term loan facility with an
additional borrowing capacity of $750.0 million maturing 7.5 years from the
closing date of the Merger, available on a delayed-draw basis until the one-year
anniversary of the closing date of the Merger for amounts paid, or committed to
be paid, to purchase or otherwise acquire licenses and rights in the 700 MHz
spectrum auction conducted by the FCC. At the closing of the Merger,
ACI utilized the full capacity available under the senior secured term
loan. The Company will be required to pay equal quarterly
installments in aggregate annual amounts equal to one percent of the original
funded principal amount of the senior secured term loan facility, with the
balance payable on May 15, 2015.
28
Through
March 31, 2008, no amounts had been drawn under the $1.5 billion senior secured
revolving credit facility. During the first quarter of 2008, the Company
borrowed $150.0 million available under the $750.0 million delayed draw term
loan facility in connection with its participation in the 700 MHz spectrum
auction conducted by the FCC. As previously discussed, Alltel did not
obtain any licenses in 700 MHz spectrum auction, and accordingly, all
outstanding borrowings under this facility were repaid on April 3, 2008 and the
$750.0 million delayed draw term loan facility was terminated. The
$150.0 million borrowed under the $750.0 million delayed draw term loan facility
represented all of the long-term debt issued during the first quarter of
2008.
In
connection with the Merger, ACI also entered into a $5.2 billion senior
unsecured cash-pay term loan facility and a $2.5 billion senior unsecured PIK
term loan facility that represented bridge financing. At the closing
of the Merger, ACI utilized all $7.7 billion available under the bridge
facilities. Alltel expects that the bridge facilities will be
replaced either through the issuance of note securities or conversion into term
loans on or before one year from the Merger date. In December 2007,
$1.0 billion of the senior unsecured PIK term loan facility was repaid upon the
issuance of 10.375/11.125 percent senior unsecured PIK toggle notes due
2017. The credit agreements governing the new senior secured credit
facilities and new senior unsecured credit facilities and the indenture
governing the senior PIK toggle notes contain a number of restrictive covenants
that restrict, among other things, Alltel’s ability to pay
dividends. Effective at the close of business on December 31, 2007,
ACI was converted into a limited liability corporation and hereinafter is
referred to as ACLLC.
Repayments
of long-term debt were $35.4 million during the three months ended March 31,
2008 and consisted of the quarterly installment payment of $35.0 million due
under the senior secured term loan and a $0.4 million payment related to the
delayed draw term loan.
Prior to
the Merger, Alltel had a five-year, $1.5 billion unsecured line of credit under
a revolving credit agreement and had also established a commercial paper program
with a maximum borrowing capacity of $1.5 billion. Under the
commercial paper program, commercial paper borrowings were fully supported by
the available borrowings under the revolving credit
agreement. Accordingly, before the completion of the Merger, the
total amount outstanding under the commercial paper program and the indebtedness
incurred under the revolving credit agreement could not exceed $1.5
billion. Both of these credit facilities were cancelled immediately
prior to closing of the Merger. Alltel incurred no borrowings under
the revolving credit agreement or commercial paper program during the first
quarter of 2007.
Dividend
Payments
Prior to
the Merger, dividend payments represented a significant use of Alltel’s capital
resources. Common and preferred dividend payments were $45.9 million
for the three months ended March 31, 2007. As a company without
publicly traded common stock, Alltel does not expect to pay any cash
dividends.
Issuances and Repurchases of
Common Stock
During
the first quarter of 2007, proceeds from the issuance of Alltel’s common stock
amounted to $42.4 million and consisted of cash received from the exercise of
stock options. On January 19, 2006, Alltel’s Board of Directors
authorized the Company to repurchase up to $3.0 billion of its outstanding
common stock over a three-year period ending December 31, 2008. Under
this authorization, Alltel repurchased shares, from time to time, on the open
market or in negotiated transactions, as circumstances
warranted. Sources of funding stock repurchases included available
cash on hand, operating cash flows and borrowings under the Company’s commercial
paper program. During the first quarter of 2007, Alltel repurchased
15.3 million of its common shares at a total cost of $938.8
million.
Other
Cash
flows used in financing activities also included distributions to Alltel’s
minority investors in wireless markets operated in partnership with other
companies. Cash payments to these minority investors were $10.8
million and $7.7 million for the three months ended March 31, 2008 and 2007,
respectively.
Liquidity and Capital
Resources
As
described above, following the completion of the Merger, Alltel has a
substantial amount of indebtedness and will incur significantly higher interest
costs which will adversely affect the Company’s future operating
results. Alltel believes it has sufficient cash and short-term
investments on hand ($1,031.6 million at March 31, 2008) and will generate
adequate operating cash flows to finance its ongoing requirements, including
capital expenditures and the payment of principal and interest related to its
long-term debt obligations. Additional sources of funding available
to Alltel include additional borrowings of up to $1.5 billion available under
the Company’s revolving credit agreement.
29
Alltel’s
long-term credit ratings with Moody’s Investors Service (“Moody’s”) and Standard
& Poor’s Corporation (“Standard & Poor’s”) were unchanged from December
31, 2007 and were as follows at March 31, 2008:
|
|
|
|
Description
|
|
Moody’s
|
Standard
&
Poor’s
|
Long-term
debt credit rating
|
|
B2
|
B+
|
Outlook
|
|
Stable
|
Negative
|
Factors
that could affect Alltel’s short and long-term credit ratings would include, but
not be limited to, a material decline in the Company’s operating results and
increased debt levels relative to operating cash flows resulting from future
acquisitions or increased capital expenditure requirements. If
Alltel’s credit ratings were to be downgraded from current levels, the Company
would incur higher interest costs on new borrowings, and the Company’s access to
the public capital markets could be adversely affected. A downgrade
in Alltel’s current long-term credit ratings would not accelerate scheduled
principal payments of Alltel’s existing long-term debt.
Covenant
Compliance
The
senior secured credit facilities contain certain restrictive covenants which,
among other things, limit the incurrence of additional indebtedness,
investments, dividends, transactions with affiliates, asset sales, acquisitions,
mergers and consolidations, payments and modifications of certain subordinated
and other material indebtedness, liens and encumbrances, business and operations
of Alltel and its direct, wholly-owned domestic subsidiaries and other matters
customarily restricted in such agreements, in each case subject to certain
exceptions. In addition, the senior secured credit facilities require
that Alltel maintain a consolidated senior secured net debt to
Consolidated EBITDA, or earnings before interest, taxes and depreciation and
amortization expense, ratio (as that term is defined in the credit agreement
governing the senior secured facilities) measured over a rolling four-quarter
measurement period, which cannot exceed 6.75 to 1.00 for the first measurement
period ending June 30, 2008. The consolidated senior secured net debt to
Consolidated EBITDA ratio will decline over time until it reaches 5.75 to 1.00
for measurement periods beginning on or after September 30, 2012.
Presented
below are calculations of EBITDA and Consolidated EBITDA. Alltel has
included this discussion of Consolidated EBITDA because covenants in ACLLC’s
senior secured credit facilities contain ratios based on this measure, as
discussed above. Measurements of Consolidated EBITDA are based on the
Company’s calculation of EBITDA (net income (loss), excluding the effects of
discontinued operations and the cumulative effect of accounting changes, and
before net interest expense, provision for income taxes and depreciation and
amortization) adjusted to exclude unusual items, certain non-cash charges and
items permitted in calculating covenant compliance under the indenture and the
credit facilities. Alltel believes that the application of these
supplementary adjustments to EBITDA in determining Consolidated EBITDA are
appropriate to provide additional information to investors to demonstrate
compliance with its financing covenants. If the Company’s
Consolidated EBITDA were to decline below certain levels, covenants in the
senior secured credit facilities that are based on Consolidated EBITDA,
including the maximum senior secured leverage ratio covenant, may be violated
and could cause, among other things, an inability to incur further indebtedness
and in certain circumstances a default or mandatory prepayment of amounts
outstanding under the senior secured term loan facility. For the
twelve months ended March 31, 2008, the senior secured leverage ratio was 4.05
to 1.00.
EBITDA
and Consolidated EBITDA are not measures calculated in accordance with GAAP and
should not be considered a substitute for operating income, net income (loss) or
any other measure of financial performance reported in accordance with GAAP or
as measures of operating cash flows or liquidity. The presentation of
EBITDA has limitations as an analytical tool, and should not be considered in
isolation, or as a substitute for analysis of the Company’s results of
operations or cash flows as reported under GAAP. In particular,
EBITDA and Consolidated EBITDA should not be viewed as a reliable indicator of
Alltel’s ability to generate cash to service its debt obligations because
certain of the items added to net income (loss) to determine EBITDA and
Consolidated EBITDA involve outlays of cash. As a result, actual cash
available to service the Company’s debt obligations will be different from
Consolidated EBITDA. In addition to demonstrating compliance with its
financing covenants, Alltel believes that the presentation of EBITDA and
Consolidated EBITDA is helpful in highlighting operational trends because these
measures exclude certain non-cash charges and other non-operating items that are
not representative of the Company’s core business operations.
30
The
following table provides the calculation of EBITDA and Consolidated EBITDA for
the three months ended March 31:
|
|
Three
Months Ended
|
|
(Millions)
|
|
2008
|
|
|
2007
|
|
|
|
Successor
|
|
|
Predecessor
|
|
Net
income (loss)
|
|
$ |
(124.9
|
) |
|
$ |
230.1 |
|
Loss
from discontinued operations
|
|
|
0.1 |
|
|
|
0.2 |
|
Income
tax expense (benefit)
|
|
|
(74.3
|
) |
|
|
146.8 |
|
Interest
expense, net of interest income
|
|
|
484.1 |
|
|
|
39.5 |
|
Depreciation
and amortization
|
|
|
526.5 |
|
|
|
349.5 |
|
EBITDA
|
|
|
811.5 |
|
|
|
766.1 |
|
Minority
interest in consolidated partnerships
|
|
|
8.2 |
|
|
|
9.7 |
|
Equity
earnings in unconsolidated partnerships, net of cash distributions
received
|
|
|
(0.3
|
) |
|
|
(4.4
|
) |
Stock-based
compensation expense, net of restricted shares surrendered for
tax
|
|
|
2.4 |
|
|
|
5.7 |
|
Integration
expenses, restructuring and other charges (See Note 6)
|
|
|
17.5 |
|
|
|
6.3 |
|
Gain
on disposal of assets (See Note 7)
|
|
|
- |
|
|
|
(56.5
|
) |
Non-cash
rental income, net of amortization of deferred leasing costs
(a)
|
|
|
- |
|
|
|
(8.5
|
) |
Other
non-cash items
|
|
|
(0.6
|
) |
|
|
1.1 |
|
Management
fee payable to Sponsors (b)
|
|
|
8.6 |
|
|
|
- |
|
Consolidated
EBITDA
|
|
$ |
847.3 |
|
|
$ |
719.5 |
|
Notes:
(a)
|
Represents
non-cash rental income and amortization of deferred leasing costs related
to Alltel’s agreement to lease cell site towers to American
Tower. The remaining deferred rental income and deferred
leasing costs were written-off in connection with the
Merger.
|
|
|
(b)
|
Represents
the annual management fee and out-of-pocket expenses payable in each case
to affiliates of the Sponsors in exchange for consulting and management
advisory services. The annual management fee is equal to one
percent of Alltel’s Consolidated
EBITDA.
|
The
senior secured credit facilities contain customary events of default, including
without limitation, nonpayment of principal, interest or other amounts,
violation of covenants, incorrectness of representations and warranties in any
material respect, cross default and cross acceleration to material indebtedness,
bankruptcy, judgments, events under the Employee Retirement Income Security Act
of 1974, as amended (“ERISA”), failure of any guaranty or security document
supporting the senior secured credit facilities to be in full force and effect,
and a change of control as defined in the agreement governing the senior secured
credit facilities, the Senior Toggle Notes or the senior unsecured interim
facilities, the occurrence of which would allow the lenders to accelerate all
outstanding loans and terminate their commitments. These events of
default may allow for certain grace periods, materiality limitations and equity
cure rights, if applicable. Additionally, Alltel is required to
observe certain customary reporting requirements and other affirmative
covenants. At March 31, 2008, the Company was in compliance with all
of its debt covenants.
Off-Balance Sheet
Arrangements
The
Company does not use securitization of trade receivables, affiliation with
special purpose entities, variable interest entities or synthetic leases to
finance its operations. Additionally, the Company has not entered
into any arrangement requiring Alltel to guarantee payment of third party debt
or to fund losses of an unconsolidated special purpose entity. As
defined by the SEC’s rules and regulations, the Company is not a party to any
material off-balance sheet arrangements.
31
Critical Accounting
Policies
Alltel
prepares its consolidated financial statements in accordance with accounting
principles generally accepted in the United States. In Alltel’s
Annual Report on Form 10-K for the year ended December 31, 2007, Alltel
identified the critical accounting policies which affect its more significant
estimates and assumptions used in preparing its consolidated financial
statements. These critical accounting policies include accounting for
service revenues, evaluating the collectibility of trade receivables, accounting
for pension benefits, calculating stock-based compensation and depreciation and
amortization expense, determining the fair values of goodwill and other
indefinite-lived intangible assets, accounting for income taxes and business
combinations. There have been no material changes to Alltel’s
critical accounting policies during the first quarter of 2008.
Recently Issued Accounting
Pronouncements
In
December 2007, the FASB issued SFAS No. 141(R), “Business Combinations”, which
replaces SFAS No. 141. SFAS No. 141(R) requires the acquiring entity
in a business combination to recognize all assets acquired and liabilities
assumed in the transaction, including any non-controlling interest in the
acquiree, to be measured at fair value as of the acquisition
date. SFAS No. 141(R) clarifies the accounting for pre-acquisition
gain and loss contingencies and acquisition-related restructuring costs, as well
as the recognition of changes in the acquirer’s income tax valuation allowance
and deferred taxes. SFAS No. 141(R) also requires the expensing of
all acquisition-related transaction costs in the period the costs are
incurred. SFAS 141(R) is effective for fiscal years beginning on or
after December 15, 2008 and is to be applied prospectively as early adoption of
SFAS No. 141(R) is not permitted. Accordingly, Alltel will be
required to apply the measurement and recognition provisions of SFAS No. 141(R)
to any acquisition it completes on or after January 1, 2009. Until
such an acquisition occurs, Alltel cannot fully assess the effects that the
adoption of SFAS No. 141(R) will have on its future consolidated results of
operations, cash flows or financial position.
In
December 2007, the FASB also issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements – an amendment of ARB No. 51”. SFAS
No. 160 establishes accounting and reporting standards that will require
noncontrolling interests to be reported as a component of equity, changes in a
parent’s ownership interest while the parent retains its controlling interest to
be accounted for as equity transactions, and any retained noncontrolling equity
investment upon the deconsolidation of a subsidiary to be initially measured at
fair value. SFAS No. 160 is effective for fiscal years beginning on
or after December 15, 2008 and is to be applied prospectively, except for the
presentation and disclosure requirements which should be retrospectively
applied. Early adoption of SFAS No. 160 is also
prohibited. Accordingly, Alltel will be required to adopt SFAS No.
160 as of January 1, 2009. Management does not believe that the
adoption of SFAS No. 160 will have a material effect on Alltel’s consolidated
results of operations, cash flows or financial position.
In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments
and Hedging Activities”. SFAS No. 161 requires companies with
derivative instruments to disclose information that would enable financial
statement users to understand how and why a company uses derivative instruments,
how derivative instruments and related hedged items are accounted for under SFAS
No. 133, “Accounting for Derivative Instruments and Hedging Activities,” and how
derivative instruments and related hedged items affect a company’s financial
position, financial performance and cash flows. The new requirements
apply to derivative instruments and nonderivative instruments that are
designated and qualify as hedging instruments and related hedged items accounted
for under SFAS No. 133. SFAS No. 161 is effective for financial
statements issued for fiscal years and interim periods beginning after
November 15, 2008; however, early application is encouraged. The
Company is currently evaluating the effects that SFAS No. 161 will have on its
disclosures of derivative instruments included in its consolidated financial
statements.
32
ALLTEL
CORPORATION
|
FORM
10-Q
|
PART
I – FINANCIAL INFORMATION
|
Alltel’s
market risks at March 31, 2008 are similar to the market risks discussed in the
Company’s Annual Report on Form 10-K for the year ended December 31,
2007. As of March 31, 2008, Alltel continues to be exposed to market
risk from changes in interest rates. Alltel has estimated its market
risk using sensitivity analysis. Market risk is defined as the
potential change in earnings resulting from a hypothetical adverse change in
interest rates. The results of the sensitivity analysis used to
estimate market risk are presented below. Actual results may differ
from these estimates.
Interest Rate
Risk
The
Company’s earnings are affected by changes in variable interest rates related to
Alltel’s variable rate long-term debt obligations and interest rate swap
agreements. Alltel’s cash and short-term investments are not subject
to significant interest rate risk due to the short maturities of these
instruments. As of March 31, 2008, the carrying value of Alltel’s
cash and cash equivalents approximated fair value. The Company uses
derivative instruments to manage its exposure to fluctuations in short-term
interest rates and to obtain a targeted mixture of variable and
fixed-interest-rate long-term debt. The Company has established
policies and procedures for risk assessment and the approval, reporting, and
monitoring of interest rate swap activity. Alltel does not enter into
interest rate swap agreements, or other derivative financial instruments, for
trading or speculative purposes. Management periodically reviews
Alltel’s exposure to interest rate fluctuations and implements strategies to
manage the exposure.
As of
March 31, 2008, the Company had $20.78 billion of variable rate long-term debt
consisting of borrowings of $13.93 billion under a senior secured term loan,
$149.6 million under a senior secured delayed draw term loan, $5.2 billion under
a senior unsecured cash-pay term loan facility and $1.5 billion under a senior
unsecured PIK term loan facility. The Company has entered into seven,
pay fixed/receive variable, interest rate swap agreements on notional amounts
totaling $9.5 billion of the senior secured term loan. The maturities
of these seven interest rate swaps range from December 17, 2009 to February 17,
2013. At March 31, 2008, the weighted average fixed rate paid by
Alltel on these swaps was 3.78 percent, and the weighted average variable rate
received by Alltel was 2.81 percent. At the inception date, all of
the interest rate swaps were designated as cash flow hedges of the variability
in the interest payments due to changes in the London-Interbank Offered Rate
(“LIBOR”) interest rate (the benchmark interest rate) on the variable rate
senior secured term loan. The hedging relationships are expected to
be highly effective in mitigating cash flow risks resulting from changes in
interest rates. Accordingly, as of March 31, 2008, the Company had
exposure to floating interest rates on approximately $11.3 billion of long-term
debt obligations consisting of $4.4 billion under the senior secured term loan,
$149.6 million under the delayed draw term loan and $6.7 billion in senior
unsecured borrowings. As previously discussed, the borrowings under
the delayed draw term loan were repaid on April 3, 2008 and the $750.0 million
delayed draw term loan facility was terminated.
The
Company also entered into two, pay variable/receive variable, interest rate
basis swap agreements on notional amounts totaling $4.0 billion of the senior
secured term loan, both maturing on December 17, 2008. At March 31,
2008, the weighted average variable rate paid by Alltel on these swaps was the
three-month LIBOR and was 2.68 percent, and the weighted average variable rate
received by Alltel was the one-month LIBOR and was 2.82
percent. These basis swaps do not qualify for hedge accounting and
are marked-to-market each period.
As of
March 31, 2008, a hypothetical increase of 100 basis points in variable interest
rates would increase Alltel’s annual pre-tax loss by approximately $112.8
million. Conversely, a hypothetical decrease of 100 basis points in
variable interest rates would decrease Alltel’s annual pre-tax loss by
approximately $112.8 million.
Comparatively,
as of March 31, 2007, Alltel had no variable rate debt outstanding and had
entered into four, pay variable/receive fixed, interest rate swap agreements on
notional amounts totaling $850.0 million. At the inception date, the
four interest rate swaps were designated as fair value hedges. The
maturities of the interest rate swaps ranged from August 15, 2010 to November 1,
2013. The weighted average fixed rate received by Alltel on these
swaps was 5.5 percent, and the variable rate paid by Alltel was the three month
LIBOR, which was 5.4 percent at March 31, 2007. A hypothetical
increase of 100 basis points in variable interest rates would reduce annual
pre-tax earnings by approximately $8.5 million. Conversely, a
hypothetical decrease of 100 basis points in variable interest rates would
increase annual pre-tax earnings by approximately $8.5 million. In
conjunction with the Merger, Alltel terminated these interest rate
swaps.
33
ALLTEL
CORPORATION
|
FORM
10-Q
|
PART
I – FINANCIAL INFORMATION
|
(a)
|
Evaluation
of disclosure controls and procedures.
|
|
|
|
The
term “disclosure controls and procedures” (defined in SEC Rule 13a-15(e))
refers to the controls and other procedures of a company that are designed
to ensure that information required to be disclosed by a company in the
reports that it files under the Securities Exchange Act of 1934 (the
“Exchange Act”) is recorded, processed, summarized and reported within
required time periods. Disclosure controls and procedures (as
defined in SEC Rule 13a-15(e)) include, without limitation, controls and
procedures designed to ensure that information required to be disclosed by
a company in the reports that it files or submits under the Exchange Act
is accumulated and communicated to the company’s management, including the
company’s principal executive and financial officers, as appropriate to
allow timely decisions regarding required disclosure. Alltel’s
management, with the participation of the Chief Executive Officer and
Chief Financial Officer, have evaluated the effectiveness of the Company’s
disclosure controls and procedures as of the end of the period covered by
this quarterly report (the “Evaluation Date”). Based on that
evaluation, Alltel’s Chief Executive Officer and Chief Financial Officer
have concluded that, as of the Evaluation Date, such controls and
procedures were effective.
|
|
|
(b)
|
Changes
in internal control over financial reporting.
|
|
|
|
The
term “internal control over financial reporting” (defined in SEC Rule
13a-15(f)) refers to the process of a company that is designed to provide
reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in
accordance with generally accepted accounting
principles. Alltel’s management, with the participation of the
Chief Executive Officer and Chief Financial Officer, have evaluated any
changes in the Company’s internal control over financial reporting that
occurred during the period covered by this quarterly report, and they have
concluded that there were no changes to Alltel’s internal control over
financial reporting that have materially affected, or are reasonably
likely to materially affect, Alltel’s internal control over financial
reporting.
|
Alltel is
involved in certain legal matters that are discussed in Note 11 to the unaudited
interim consolidated financial statements included in this Quarterly Report on
Form 10-Q. In addition to those matters, Alltel is also a party to
various other legal proceedings arising in the ordinary course of
business. Although the ultimate resolution of these various
proceedings cannot be determined at this time, management of the Company does
not believe that such proceedings, individually or in the aggregate, will have a
material adverse effect on the future results of operations or financial
condition of Alltel.
In
addition, management of the Company is currently not aware of any environmental
matters that, individually or in the aggregate, would have a material adverse
effect on the consolidated financial condition or results of operations of the
Company.
During
the first quarter of 2008, there have been no significant changes to the risk
factors affecting Alltel’s wireless telecommunications business that were
discussed under Item 1A of the Company’s Annual Report on Form 10-K for the year
ended December 31, 2007.
See the
exhibits specified on the Exhibit
Index located at Page 36.
SIGNATURE
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 thereunto
duly authorized.
|
Alltel
Corporation
|
|
(Registrant)
|
|
|
|
|
|
/s/
Sharilyn S. Gasaway
|
|
Sharilyn
S. Gasaway
|
|
Executive
Vice President - Chief Financial Officer
|
|
(Principal
Financial Officer)
|
|
May
15, 2008
|
35
ALLTEL
CORPORATION
|
FORM
10-Q
|
EXHIBIT
INDEX
|
Form
10-Q
|
|
|
Exhibit
No.
|
Description of
Exhibits
|
|
|
|
|
10(k)(3)
|
Amendment
No. 2 to Alltel Corporation Comprehensive Plan of Group Insurance (January
1, 2006 Restatement).
|
(a)
|
|
|
|
12
|
Statements
Re: Computation of Ratios
|
(a)
|
|
|
|
31(a)
|
Certification
of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
|
(a)
|
|
|
|
31(b)
|
Certification
of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
|
(a)
|
|
|
|
32(a)
|
Certification
of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
(a)
|
|
|
|
32(b)
|
Certification
of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
(a)
|
36