Table of Contents
EXHIBIT 99.1
ORANGE COUNTY — POUGHKEEPSIE LIMITED PARTNERSHIP
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Financial Statements
Years Ended December 31, 2007, 2006 and 2005
Years Ended December 31, 2007, 2006 and 2005
71
Table of Contents
Orange County — Poughkeepsie
Limited Partnership
Financial Statements
As of December 31, 2007 and 2006, and for the years ended
December 31, 2007, 2006 and 2005, and Report of Independent
December 31, 2007, 2006 and 2005, and Report of Independent
Registered Public Accounting Firm
The information contained herein is confidential and is not to be
reproduced or published without the express authorization of Verizon
Wireless. It is intended solely for use by authorized Verizon
Wireless and Orange County — Poughkeepsie Limited Partnership personnel.
reproduced or published without the express authorization of Verizon
Wireless. It is intended solely for use by authorized Verizon
Wireless and Orange County — Poughkeepsie Limited Partnership personnel.
72
ORANGE COUNTY — POUGHKEEPSIE LIMITED PARTNERSHIP
TABLE OF CONTENTS
| Page | ||||
| 74 | ||||
| 75 | ||||
| 76 | ||||
| 77 | ||||
| 78 | ||||
| 79-84 | ||||
73
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Partners of Orange County-Poughkeepsie Limited Partnership:
We have audited the accompanying balance sheets of Orange County — Poughkeepsie Limited Partnership (the “Partnership”) as of December 31, 2007 and 2006, and the related statements of operations, changes in partners’ capital, and cash flows for each of the three years in the period ended December 31, 2007. These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material respects, the financial position of the Partnership as of December 31, 2007 and 2006, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2007, in conformity with accounting principles generally accepted in the United States of America.
As discussed in Notes 2 and 4 to the financial statements, approximately 98% of the Partnership’s revenue in each of the three years in the period ended December 31, 2007 is affiliate revenue.
Atlanta, Georgia
February 22, 2008
74
Table of Contents
ORANGE COUNTY — POUGHKEEPSIE LIMITED PARTNERSHIP
DECEMBER 31, 2007 AND 2006
| 2007 | 2006 | |||||||
| (Dollars in Thousands) | ||||||||
ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Accounts receivable, net of allowance of $0 and $0 | $ | 168 | $ | 98 | ||||
| Unbilled revenue | 683 | 1,586 | ||||||
| Due from General Partner | 12,107 | 9,509 | ||||||
| Prepaid expenses and other current assets | 90 | 111 | ||||||
| Total current assets | 13,048 | 11,304 | ||||||
| PROPERTY, PLANT AND EQUIPMENT — Net | 39,147 | 38,917 | ||||||
| TOTAL ASSETS | $ | 52,195 | $ | 50,221 | ||||
| LIABILITIES AND PARTNERS’ CAPITAL | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Accounts payable and accrued liabilities | $ | 100 | $ | 103 | ||||
| Total current liabilities | 100 | 103 | ||||||
| LONG TERM LIABILITIES | 361 | 328 | ||||||
| Total liabilities | 461 | 431 | ||||||
| COMMITMENTS AND CONTINGENCIES (NOTES 5 and 6) | ||||||||
| PARTNERS’ CAPITAL | 51,734 | 49,790 | ||||||
| TOTAL LIABILITIES AND PARTNERS’ CAPITAL | $ | 52,195 | $ | 50,221 | ||||
See notes to financial statements.
75
Table of Contents
ORANGE COUNTY — POUGHKEEPSIE LIMITED PARTNERSHIP
YEARS ENDED DECEMBER 31, 2007, 2006 AND 2005
| 2007 | 2006 | 2005 | ||||||||||
| (Dollars in Thousands) | ||||||||||||
| OPERATING REVENUE (see Note 4 for Transactions with Affiliates): | ||||||||||||
| Service revenues | $ | 151,382 | $ | 157,993 | $ | 180,508 | ||||||
| OPERATING COSTS AND EXPENSES (see Note 4 for Transactions with Affiliates): | ||||||||||||
| Cost of service (excluding depreciation and amortization | ||||||||||||
| related to network assets included below) | 22,535 | 24,449 | 25,292 | |||||||||
| General and administrative | 3,179 | 2,623 | 2,142 | |||||||||
| Depreciation and amortization | 6,069 | 6,720 | 6,347 | |||||||||
| Net loss on sale of property, plant and equipment | — | — | 1 | |||||||||
| Total operating costs and expenses | 31,783 | 33,792 | 33,782 | |||||||||
| OPERATING INCOME | 119,599 | 124,201 | 146,726 | |||||||||
| INTEREST INCOME — Net | 1,345 | 693 | 782 | |||||||||
| NET INCOME | $ | 120,944 | $ | 124,894 | $ | 147,508 | ||||||
| Allocation of Net Income: | ||||||||||||
| Limited partners | $ | 18,141 | $ | 18,734 | $ | 22,126 | ||||||
| General Partner | 102,803 | 106,160 | 125,382 | |||||||||
See notes to financial statements.
76
Table of Contents
ORANGE COUNTY — POUGHKEEPSIE LIMITED PARTNERSHIP
YEARS ENDED DECEMBER 31, 2007, 2006 AND 2005
| General Partner | Limited Partners | |||||||||||||||||||
| Warwick | ||||||||||||||||||||
| Verizon | Taconic | Valley | Total | |||||||||||||||||
| Wireless | Cellco | Telephone | Telephone | Partners’ | ||||||||||||||||
| of the East LP | Partnership | Corporation | Company | Capital | ||||||||||||||||
| (Dollars in Thousands) | ||||||||||||||||||||
| BALANCE, JANUARY 1, 2005 | $ | 27,530 | — | $ | 2,429 | $ | 2,429 | $ | 32,388 | |||||||||||
| Net income | 125,382 | — | 11,063 | 11,063 | 147,508 | |||||||||||||||
| Distribution to partners | (113,050 | ) | — | (9,975 | ) | (9,975 | ) | (133,000 | ) | |||||||||||
| BALANCE, DECEMBER 31, 2005 | 39,862 | — | 3,517 | 3,517 | 46,896 | |||||||||||||||
| Net income | 106,160 | — | 9,367 | 9,367 | 124,894 | |||||||||||||||
| Distribution to partners | (103,700 | ) | — | (9,150 | ) | (9,150 | ) | (122,000 | ) | |||||||||||
| BALANCE, DECEMBER 31, 2006 | 42,322 | — | 3,734 | 3,734 | 49,790 | |||||||||||||||
| Net income | 102,803 | 6,398 | 2,108 | 9,635 | 120,944 | |||||||||||||||
| Distribution to partners | (101,151 | ) | (6,173 | ) | (2,206 | ) | (9,470 | ) | (119,000 | ) | ||||||||||
| Transfer of partnership interest | — | 3,341 | (3,636 | ) | 295 | — | ||||||||||||||
| BALANCE, DECEMBER 31, 2007 | $ | 43,974 | $ | 3,566 | — | $ | 4,194 | $ | 51,734 | |||||||||||
See notes to financial statements.
77
Table of Contents
ORANGE COUNTY — POUGHKEEPSIE LIMITED PARTNERSHIP
YEARS ENDED DECEMBER 31, 2007, 2006 AND 2005
| 2007 | 2006 | 2005 | ||||||||||
| (Dollars in Thousands) | ||||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||||||
| Net income | $ | 120,944 | $ | 124,894 | $ | 147,508 | ||||||
| Adjustments to reconcile net income to net cash provided by | ||||||||||||
| operating activities: | ||||||||||||
| Depreciation and amortization | 6,069 | 6,720 | 6,347 | |||||||||
| Net loss on sale of property, plant and equipment | — | — | 1 | |||||||||
| Changes in certain assets and liabilities: | ||||||||||||
| Accounts receivable | (70 | ) | 156 | (10 | ) | |||||||
| Unbilled revenue | 903 | 13 | (350 | ) | ||||||||
| Prepaid expenses and other current assets | 21 | 46 | (105 | ) | ||||||||
| Accounts payable and accrued liabilities | (73 | ) | 68 | (5 | ) | |||||||
| Advance billings | — | (72 | ) | (72 | ) | |||||||
| Long term liabilities | 33 | 139 | 189 | |||||||||
| Net cash provided by operating activities | 127,827 | 131,964 | 153,503 | |||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||||||
| Capital expenditures, including purchases from affiliates, net | (6,229 | ) | (8,257 | ) | (9,599 | ) | ||||||
| Change in due from General Partner, net | (2,598 | ) | (1,707 | ) | (7,802 | ) | ||||||
| Net cash used in investing activities | (8,827 | ) | (9,964 | ) | (17,401 | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||||||
| Change in due to General Partner | — | — | (3,102 | ) | ||||||||
| Distribution to partners | (119,000 | ) | (122,000 | ) | (133,000 | ) | ||||||
| Net cash used in financing activities | (119,000 | ) | (122,000 | ) | (136,102 | ) | ||||||
| CHANGE IN CASH | — | — | — | |||||||||
| CASH, BEGINNING OF YEAR | — | — | — | |||||||||
| CASH, END OF YEAR | $ | — | $ | — | $ | — | ||||||
| NONCASH TRANSACTIONS FROM INVESTING AND FINANCING ACTIVITIES: | ||||||||||||
| Accruals for capital expenditures | $ | 106 | $ | 36 | $ | 174 | ||||||
See notes to financial statements.
78
Table of Contents
ORANGE COUNTY — POUGHKEEPSIE LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2007, 2006, AND 2005
(Dollars in Thousands)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2007, 2006, AND 2005
(Dollars in Thousands)
| 1. | ORGANIZATION AND MANAGEMENT |
Orange County — Poughkeepsie Limited Partnership — Orange County — Poughkeepsie Limited Partnership (the “Partnership”) was formed in 1987. The principal activity of the Partnership is providing wholesale cellular service to resellers who operate principally in the Orange County and Poughkeepsie, New York metropolitan service areas.
The partners and their respective ownership percentages as of December 31, 2007 are as follows:
| Managing and General Partner: | ||||
| Verizon Wireless of the East LP* | 85.0 | % | ||
| Limited partners: | ||||
| Warwick Valley Telephone Company (“Warwick”) | 8.1081 | % | ||
| Cellco Partnership | 6.8919 | % |
The partners and their respective ownership percentages as of December 31, 2006 and 2005 are as follows:
| Managing and General Partner: | ||||
| Verizon Wireless of the East LP* | 85.0 | % | ||
| Limited partners: | ||||
| Warwick Valley Telephone Company | 7.5 | % | ||
| Taconic Telephone Corporation (“Taconic”) | 7.5 | % |
| * | Verizon Wireless of the East LP is a partnership which is consolidated by Cellco Partnership (d/b/a Verizon Wireless) (“Cellco”). Prior to August 15, 2006, Verizon Wireless of the East LP (the “General Partner”) was a partnership between Verizon Wireless of Georgia LLC and Verizon Wireless Acquisition South LLC, which hold a controlling interest, and Price Communications which had a preferred interest. On August 15, 2006 Verizon ELPI Holding Corp. (a subsidiary of Verizon Communications Inc.) became the owner of the preferred interest previously held by Price Communications. |
On April 10, 2007, Taconic sold their 7.5% limited partnership interest to Cellco Partnership and Warwick.
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Use of Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates are used for, but not limited to, the accounting for: allocations, allowance for uncollectible accounts receivable, unbilled revenue, fair value of financial instruments, depreciation and amortization, useful lives and impairment of assets, accrued expenses, taxes, and contingencies. Estimates and assumptions are periodically reviewed and the effects of any material revisions are reflected in the financial statements in the period that they are determined to be necessary.
Revenue Recognition — The Partnership earns revenue by providing access to the network (access revenue) and for usage of the network (airtime/usage revenue), which includes roaming and long distance revenue. In general, access revenue is billed one month in advance and is recognized when earned; the unearned portion is classified in advance billings. Airtime/usage revenue, roaming revenue and long distance revenue are recognized when service is rendered and included in unbilled revenue until billed. The roaming rates charged by the Partnership to Cellco do not necessarily reflect current market rates. The Partnership will continue to re-evaluate the rates on a
79
Table of Contents
ORANGE COUNTY — POUGHKEEPSIE LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS — (Continued)
periodic basis (see Note 4). The Partnership’s revenue recognition policies are in accordance with the Securities and Exchange Commission’s (“SEC”) Staff Accounting Bulletin (“SAB”) No. 101,Revenue Recognition in Financial Statementsand SAB No. 104,Revenue Recognition.
Approximately 98% of the Partnership’s 2007, 2006 and 2005 revenue is affiliate revenue due to the fact that Cellco is the Partnership’s primary reseller. The wholesale rates charged to Cellco do not necessarily reflect current market rates. The Partnership continues to re-evaluate the rates and expects these rates to be reduced in the future consistent with market trends and the terms of the limited partnership agreement (See Note 4).
Cellular service revenues resulting from a cellsite agreement with Cellco are recognized based upon an allocation of airtime minutes (See Note 4).
Operating Costs and Expenses — Operating costs and expenses include costs and expenses incurred directly by the Partnership, as well as an allocation of certain administrative and operating costs incurred by the General Partner or its affiliates on behalf of the Partnership. Services performed on behalf of the Partnership are provided by employees of Cellco. These employees are not employees of the Partnership and therefore, operating expenses include direct and allocated charges of salary and employee benefit costs for the services provided to the Partnership. The Partnership believes such allocations, principally based on the Partnership’s percentage of total customers, customer gross additions, orminutes-of-use, are reasonable.
Property, Plant and Equipment — Property, plant and equipment primarily represents costs incurred to construct and expand capacity and network coverage on Mobile Telephone Switching Offices (“MTSOs”) and cell sites. The cost of property, plant and equipment is depreciated over its estimated useful life using the straight-line method of accounting. Leasehold improvements are amortized over the shorter of their estimated useful lives or the term of the related lease. Major improvements to existing plant and equipment are capitalized. Routine maintenance and repairs that do not extend the life of the plant and equipment are charged to expense as incurred.
Upon the sale or retirement of property, plant and equipment, the cost and related accumulated depreciation or amortization is eliminated from the accounts and any related gain or loss is reflected in the Statements of Operations.
Network engineering costs incurred during the construction phase of the Partnership’s network and real estate properties under development are capitalized as part of property, plant and equipment and recorded as construction in progress until the projects are completed and placed into service.
FCC Licenses — The Federal Communications Commission (“FCC”) issues licenses that authorize cellular carriers to provide service in specific cellular geographic service areas. The FCC grants licenses for terms of up to ten years. In 1993 the FCC adopted specific standards to apply to cellular renewals, concluding it will reward a license renewal to a cellular licensee that meets certain standards of past performance. Historically, the FCC has granted license renewals routinely. All wireless licenses issued by the FCC that authorize the Partnership to provide cellular services are recorded on the books of Cellco. The current term of the Partnership’s FCC licenses expire in January 2018 and June 2017. Cellco believes it will be able to meet all requirements necessary to secure renewal of the Partnership’s wireless licenses.
Valuation of Assets — Long-lived assets, including property, plant and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. The impairment loss, if determined to be necessary, would be measured as the amount by which the carrying amount of the asset exceeds the fair value of the asset.
As discussed above, the FCC licenses under which the Partnership operates are recorded on the books of Cellco. Cellco does not charge the Partnership for the use of any FCC license recorded on its books (except for the annual cost of $524 related to the spectrum lease, as discussed in Note 4). However, Cellco believes that under the
80
Table of Contents
ORANGE COUNTY — POUGHKEEPSIE LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS — (Continued)
Partnership agreement it has the right to allocate, based on a reasonable methodology, any impairment loss recognized by Cellco for all licenses included in Cellco’s national footprint. Accordingly, the FCC licenses, including the licenses under which the Partnership operates, recorded on the books of Cellco are evaluated for impairment by Cellco, under the guidance set forth in Statement of Financial Accounting Standards (“SFAS”) No. 142,Goodwill and Other Intangible Assets.
The FCC licenses are treated as an indefinite life intangible asset on the books of Cellco under the provisions of SFAS No. 142 and are not amortized, but rather are tested for impairment annually or between annual dates, if events or circumstances warrant. All of the licenses in Cellco’s nationwide footprint are tested in the aggregate for impairment under SFAS No. 142.
Cellco evaluates its wireless licenses for potential impairment annually, and more frequently if indications of impairment exist. Cellco tests its licenses on an aggregate basis, in accordance with EITFNo. 02-7,Unit of Accounting for Testing Impairment of Indefinite-Lived Intangible Assets, using a direct value methodology in accordance with SEC Staff AnnouncementNo. D-108,Use of the Residual Method to Value Acquired Assets other than Goodwill. The direct value approach determines fair value using estimates of future cash flows associated specifically with the wireless licenses. If the fair value of the aggregated wireless licenses is less than the aggregated carrying amount of the wireless licenses, an impairment is recognized. Cellco evaluated its wireless licenses for potential impairment as of December 15, 2007 and December 15, 2006. These evaluations resulted in no impairment of Cellco’s wireless licenses.
Concentrations — To the extent the Partnership’s customer receivables become delinquent, collection activities commence. The General Partner accounts for 80.2% and 93.6% of the accounts receivable balance at December 31, 2007, and 2006 respectively. The Partnership maintains an allowance for losses, as necessary, based on the expected collectibility of accounts receivable.
Approximately 98% of the Partnership’s 2007, 2006, and 2005 revenue is affiliate revenue.
Cellco and the Partnership rely on local and long-distance telephone companies, some of whom are related parties, and other companies to provide certain communication services. Although management believes alternative telecommunications facilities could be found in a timely manner, any disruption of these services could potentially have an adverse impact on the Partnership’s operating results.
Although Cellco and the General Partner attempt to maintain multiple vendors for equipment, which are important components of its operations, they are currently acquired from only a few sources. Certain of these products are in turn utilized by the Partnership and are important components of the Partnership’s operations. If the suppliers are unable to meet the General Partner’s needs as it builds out its network infrastructure and sells service, delays and increased costs in the expansion of the Partnership’s network infrastructure or losses of potential customers could result, which would adversely affect operating results.
Financial Instruments — The Partnership’s trade receivables and payables are short-term in nature, and accordingly, their carrying value approximates fair value.
Income Taxes- The Partnership is not a taxable entity for Federal and state income tax purposes. Any taxable income or loss is apportioned to the partners based on their respective partnership interests and is reported by them individually.
Due to/from General Partner — Due to/from General Partner principally represents the Partnership’s cash position. The General Partner manages all cash, investing and financing activities of the Partnership. As such, the change in Due from General Partner is reflected as an investing activity in the Statements of Cash Flows while the change in Due to General Partner is reflected as a financing activity. Additionally, administrative and operating costs incurred by the General Partner on behalf of the Partnership are charged to the Partnership through this account. Interest expense/income is based on the average monthly outstanding balance in this account and is calculated by applying Cellco’s average cost of borrowing from Verizon Global Funding, a wholly owned
81
Table of Contents
ORANGE COUNTY — POUGHKEEPSIE LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS — (Continued)
subsidiary of Verizon Communications. The cost of borrowing was approximately 5.4%, 5.4%, and 4.8% for the years ended December 31, 2007, 2006 and 2005, respectively. Included in Interest Income, Net is net interest income related to the Due from General Partner balance of $1,345, $693 and $782 for the years ended December 31, 2007, 2006 and 2005, respectively.
Distributions — Distributions are made to partners at the discretion of the General Partner based upon the Partnership’s operating results, cash availability and financing needs as determined by the General Partner at the date of distribution.
Recently Issued Accounting Pronouncements — In September 2006, the FASB issued SFAS No. 157,Fair Value Measurement. SFAS No. 157 defines fair value, expands disclosures about fair value measurements, establishes a framework for measuring fair value in generally accepted accounting principles and establishes a hierarchy that categorizes and prioritizes the sources to be used to estimate fair value. The Partnership is required to adopt SFAS No. 157 effective January 1, 2008 on a prospective basis, except for those items where the Partnership has elected a partial deferral under the provisions of FASB Staff Position (“FSP”)No. FAS 157-b, “Effective Date of FASB Statement No. 157,” which was issued during the first quarter of 2008. FSP 157-b permits deferral of the effective date of SFAS 157 for one year, for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). The deferral applies to measurements of fair value used when testing wireless licenses, other intangible assets, and other long-lived assets for impairment. The Partnership does not expect this standard to have an impact on the financial statements.
In February 2007, the FASB issued SFAS No. 159,The Fair Value Option for Financial Assets and Financial Liabilities. SFAS No. 159 permits entities to choose to measure eligible items at fair value, and to report unrealized gains and losses in earnings on items for which the fair value option has been elected. The Partnership is required to adopt SFAS No. 159 effective January 1, 2008. The Partnership does not expect this standard to have an impact on the financial statements.
In June 2006, the EITF reached a consensus on EITFNo. 06-3,How Taxes Collected from Customers and Remitted to Governmental Authorities Should Be Presented in the Income Statement. EITF No.06-3 permits that such taxes may be presented on either a gross basis or a net basis as long as that presentation is used consistently. The adoption of EITFNo. 06-3 on January 1, 2007 did not impact the financial statements. We present the taxes within the scope of EITFNo. 06-3 on a net basis.
| 3. | PROPERTY, PLANT AND EQUIPMENT, NET |
Property, plant and equipment, net, consists of the following as of December 31, 2007 and 2006:
| Useful Lives | 2007 | 2006 | ||||||||||
| Buildings | 10-40 years | $ | 15,714 | $ | 14,367 | |||||||
| Wireless plant equipment | 3-15 years | 61,626 | 61,795 | |||||||||
| Furniture, fixtures and equipment | 2-5 years | 24 | 18 | |||||||||
| Leasehold Improvements | 5 years | 3,174 | 2,460 | |||||||||
| 80,538 | 78,640 | |||||||||||
| Less accumulated depreciation | (41,391 | ) | (39,723 | ) | ||||||||
| Property, plant and equipment, net | $ | 39,147 | $ | 38,917 | ||||||||
Capitalized network engineering costs of $72 and $545 were recorded during the years ended December 31, 2007 and 2006, respectively.Construction-in-progress included in certain of the classifications shown above, principally wireless plant equipment, amounted to $3,192 and $641 at December 31, 2007 and 2006, respectively.
82
Table of Contents
ORANGE COUNTY — POUGHKEEPSIE LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS — (Continued)
Depreciation and amortization expense for the years ended December 31, 2007, 2006 and 2005 was $6,069, $6,720 and $6,347, respectively.
| 4. | TRANSACTIONS WITH AFFILIATES |
Significant transactions with affiliates (Cellco and its related entities), including allocations and direct charges, are summarized as follows for the years ended December 31, 2007, 2006 and 2005:
| 2007 | 2006 | 2005 | ||||||||||
Revenue: | ||||||||||||
| Operating revenues(b) | $ | 147,397 | $ | 153,176 | $ | 176,310 | ||||||
| Cellsite allocated revenues(c) | 1,418 | 1,336 | 1,377 | |||||||||
Cost of Service: | ||||||||||||
| Direct telecommunication charges(a) | 6,704 | 7,194 | 6,355 | |||||||||
| Long distance charges | 4,429 | 7,082 | 8,208 | |||||||||
| Allocation of cost of service(a) | 4,207 | 3,812 | 3,364 | |||||||||
| Allocation of switch usage cost(a) | 4,697 | 4,360 | 5,519 | |||||||||
General and Administrative: | ||||||||||||
| Allocation of certain general and | ||||||||||||
| administrative expenses(a) | 2,867 | 1,911 | 1,672 | |||||||||
| (a) | Expenses were allocated based on the Partnership’s percentage of total customers, customer gross additions orminutes-of-use where applicable. The Partnership believes the allocations are reasonable. | |
| (b) | Affiliate operating revenues primarily represent revenues generated from transactions with Cellco, the Partnership’s primary reseller. The wholesale rates charged to Cellco do not necessarily reflect current market rates. The Partnership continues to re-evaluate the rates and expects these rates to be reduced in the future consistent with market trends and the terms of the limited partnership agreement. | |
| (c) | Cellsite allocated revenues, based on the Partnership’s percentage of minutes of use, result from the Partnership sharing a cell site with the Catskills RSA Limited Partnership, an affiliate entity. |
All affiliate transactions captured above are based on actual amounts directly incurred by Cellco on behalf of the Partnershipand/or allocations from Cellco. Revenues and expenses were allocated based on the Partnership’s percentage of total customers, gross customer additions or minutes of use where applicable. The General Partner believes the allocations are reasonable. The affiliate transactions are not necessarily conducted at arm’s length.
The Partnership had net purchases of property, plant, and equipment with affiliates of $3,237, $4,691 and $4,738 in 2007, 2006 and 2005, respectively.
On March 14, 2007, the Partnership entered into lease agreements for the right to use additional spectrum owned by Cellco. The initial term of these agreements is ten years. The annual lease commitment of $524 represents the costs of financing the spectrum, and does not necessarily reflect the economic value of the services received. No additional spectrum purchases or lease commitments, other than the $524, have been entered into by the Partnership as of December 31, 2007.
| 5. | COMMITMENTS |
The General Partner, on behalf of the Partnership, and the Partnership itself have entered into operating leases for facilities, equipment and spectrum used in its operations. Lease contracts include renewal options that include rent expense adjustments based on the Consumer Price Index as well as annual andend-of-lease term adjustments. Rent expense is recorded on a straight-line basis. The noncancellable lease term used to calculate the amount of the
83
Table of Contents
ORANGE COUNTY — POUGHKEEPSIE LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS — (Continued)
straight-line rent expense is generally determined to be the initial lease term, including any optional renewal terms that are reasonably assured. Leasehold improvements related to these operating leases are amortized over the shorter of their estimated useful lives or the noncancellable lease term. For the years ended December 31, 2007, 2006 and 2005, the Partnership recognized a total of $2,470, $2,001 and $1,845 respectively, as rent expense related to payments under these operating leases, which was included in cost of service in the accompanying Statements of Operations.
Aggregate future minimum rental commitments under noncancelable operating leases, excluding renewal options that are not reasonably assured, for the years shown are as follows:
Years | Amount | |||
| 2008 | $ | 2,456 | ||
| 2009 | 2,023 | |||
| 2010 | 1,453 | |||
| 2011 | 1,183 | |||
| 2012 | 927 | |||
| 2013 and thereafter | 3,642 | |||
| Total minimum payments | $ | 11,684 | ||
From time to time the General Partner enters into purchase commitments, primarily for network equipment, on behalf of the Partnership.
| 6. | CONTINGENCIES |
Cellco is subject to various lawsuits and other claims including class actions, product liability, patent infringement, antitrust, partnership disputes, and claims involving relations with resellers and agents. Cellco is also defending lawsuits filed against itself and other participants in the wireless industry alleging various adverse effects as a result of wireless phone usage. Various consumer class action lawsuits allege that Cellco breached contracts with consumers, violated certain state consumer protection laws and other statutes and defrauded customers through concealed or misleading billing practices. Certain of these lawsuits and other claims may impact the Partnership. These litigation matters may involve indemnification obligations by third partiesand/or affiliated parties covering all or part of any potential damage awards against Cellco and the Partnershipand/or insurance coverage. Attorney Generals in a number of states also are investigating certain sales, marketing and advertising practices. All of the above matters are subject to many uncertainties, and outcomes are not predictable with assurance.
The Partnership may be allocated a portion of the damages that may result upon adjudication of these matters if the claimants prevail in their actions. Consequently, the ultimate liability with respect to these matters at December 31, 2007 cannot be ascertained. The potential effect, if any, on the financial condition and results of operations of the Partnership, in the period in which these matters are resolved, may be material.
In addition to the aforementioned matters, Cellco is subject to various other legal actions and claims in the normal course of business. While Cellco’s legal counsel cannot give assurance as to the outcome of each of these matters, in management’s opinion, based on the advice of such legal counsel, the ultimate liability with respect to any of these actions, or all of them combined, will not materially affect the financial statements of the Partnership.
******
84