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8-K Filing
United States Cellular Corporat (UZD) 8-KRegulation FD Disclosure
Filed: 5 May 03, 12:00am
Exhibit 99.1 |
As previously announced, TDS and USM will hold a joint teleconference on May 5, 2003 at 10:00 am Chicago time. Interested parties may listen to the call live on the TDS Web site atwww.teldta.comin the Conference Call section of Investor Relations. |
Contact: | Kenneth R. Meyers, Executive Vice President - Finance - U.S. Cellular (773) 399-8900kmeyers@uscellular.com |
Mark A. Steinkrauss, Vice President, Corporate Relations -TDS (312) 592-5384mark.steinkrauss@teldta.com |
• | Customer units totaled 4,240,000, a 21% increase from 3,504,000 customers one year earlier. |
• | Net customer unit activations from distribution channels totaled 137,000 during the quarter, compared to 31,000 activations for the same quarter of 2002. |
|
• | For the quarter, the company recorded postpay churn of 1.6%, which is very favorable to industry averages. |
• | Monthly retail revenue per customer increased 4% year-over-year, to $37.05 in the quarter compared to $35.79 in the same period a year ago. |
“The first quarter was one of substantial growth for U.S. Cellular,” said John E. Rooney, president and chief executive officer. “Net add growth of 137,000 for the quarter was pervasive, as all of our market areas grew year over year. We were particularly pleased to see strong growth from our recently acquired Chicago market, continuing the trend we have been experiencing since we launched the market last November. Much of the growth in Chicago and in our other markets is due to our intense focus on customer satisfaction and delivering the very best in customer service every day of the week. “However, operating expenses grew considerably in the quarter due to a variety of factors. First, we spent heavily in Chicago to support the market’s fast pace of growth. This spending came mostly in the form of selling, marketing and advertising expenses. Secondly, with 21% more customers, 31% more cell sites and the ensuing steep uptick in minutes of use, systems operations expenses grew sharply. Third, our depreciation expense was up 45% due to the growth of the business and the conversion of our network to CDMA 1XRTT technology – an upgrade that allows faster access to information, enhanced voice capacity, improved call coverage and clarity. Fourth, our marketing and retention costs grew as a result of our initiatives aimed at ensuring brand awareness and low customer churn. We continue to see the benefits of this spending, as postpay churn in the quarter totaled only 1.6% – once again, one of the lowest rates in the industry.” During the quarter, U.S. Cellular included in operating expenses a pre-tax loss of $23.5 million ($17.7 million net of tax), related to the difference between the fair value of the assets being transferred to AWE and their book value. Because U.S. Cellular’s tax basis in the assets to be transferred is lower than its book basis, the company anticipates that it will record an additional charge to the income statement of approximately $12 million for taxes and have a current tax liability of approximately $26 million related to the completion of the transaction, which is expected to close in the third quarter of 2003. U.S. Cellular recognized an investment loss of $3.5 million ($2.1 million net of tax) related to the writedown to fair value of certain intangible assets in the quarter. Also during the quarter, U.S. Cellular repurchased the remaining $45.2 million of 9% Series A Notes due 2032 with borrowings under its revolving credit facilities. These notes, originally issued for $175 million in conjunction with the completion of the Chicago MTA acquisition in August 2002, have now been retired. U.S. Cellular Corporation, the nation’s eighth largest wireless service carrier, provides wireless service to more than 4.2 million customers in 149 markets throughout 25 states. The Chicago-based company operates on a customer satisfaction strategy, meeting customer needs by providing a comprehensive range of wireless products and services, superior customer support and a high-quality network. All information set forth in this news release, except historical and factual information, represents forward-looking statements. This includes all statements about the Company’s plans, beliefs, estimates and expectations. These statements are based on current estimates and projections, which involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Important factors that may affect these forward-looking statements include, but are not limited to: changes in circumstances or events that may affect the ability of the Company to acquire or, if it acquires, to start up the operations of the properties involved in the AWE transaction; the ability of the Company to manage and grow the operations of the Chicago MTA; changes in the overall economy; changes in competition in the markets in which the Company operates; advances in telecommunications technology; |
2 |
changes in the telecommunications regulatory environment; changes in the value of investments, including variable prepaid forward contracts; changes in the capital markets that could restrict the availability of financing; pending and future litigation; acquisitions/divestitures of properties and/or licenses; changes in customer growth rates, retail service revenue per unit, churn rates, roaming rates and the mix of products and services offered in the Company’s markets. Investors are encouraged to consider these and other risks and uncertainties that are discussed in documents filed by the Company with the Securities and Exchange Commission. |
3 |
UNITED STATES CELLULAR CORPORATION |
Quarter Ended | 3/31/03 | 12/31/02 | 9/30/02 | 6/30/02 | 3/31/02 | ||||||||||||
Total incremental population equivalents owned (000s)(1) | 42,045 | 42,006 | 42,037 | 31,330 | 31,257 | ||||||||||||
Consolidated Markets: | |||||||||||||||||
Total population (000s) (2) | 36,759 | 36,568 | 36,568 | 27,548 | 27,548 | ||||||||||||
Customer units | 4,240,000 | 4,103,000 | 3,943,000 | 3,547,000 | 3,504,000 | ||||||||||||
Net customer unit activations | 137,000 | 160,000 | 76,000 | 43,000 | 31,000 | ||||||||||||
Market penetration (2) | 11.53 | % | 11.22 | % | 10.78 | % | 12.88 | % | 12.72 | % | |||||||
Markets in operation | 149 | 149 | 149 | 148 | 148 | ||||||||||||
Cell sites in service | 3,987 | 3,914 | 3,750 | 3,145 | 3,049 | ||||||||||||
Average monthly revenue per unit | $ | 45.05 | $ | 47.91 | $ | 49.31 | $ | 47.48 | $ | 44.14 | |||||||
Retail service revenue per unit | $ | 37.05 | $ | 38.69 | $ | 38.95 | $ | 37.93 | $ | 35.79 | |||||||
Inbound roaming revenue per unit | $ | 4.36 | $ | 5.37 | $ | 6.52 | $ | 5.90 | $ | 5.20 | |||||||
Long-distance/other revenue per unit | $ | 3.64 | $ | 3.85 | $ | 3.84 | $ | 3.65 | $ | 3.15 | |||||||
Minutes of use (MOU) (3) | 377 | 359 | 327 | 280 | 237 | ||||||||||||
Postpay churn rate per month (4) | 1.6 | % | 1.8 | % | 2.0 | % | 1.7 | % | 1.9 | % | |||||||
Marketing cost per gross customer unit addition (5) | $ | 358 | $ | 369 | $ | 348 | $ | 386 | $ | 362 | |||||||
Capital Expenditures ($000s) | $ | 140,926 | $ | 281,615 | $ | 192,256 | $ | 156,699 | $ | 100,075 |
(1) | Represents pops in cellular operating and investment markets as well as PCS markets which are incremental to, and do not overlap with, cellular markets owned by USM. Pops in all periods represent amounts related to markets U.S. Cellular owned at the end of each respective period and do not include any acquisition or divestiture transactions for which there were definitive agreements but which had not been completed as of the end of the period. |
(2) | Market penetration is calculated using 2002 Claritas population estimates for 3/31/03 and 2001 Claritas estimates for all other periods. |
(3) | Average monthly local minutes of use per customer (without roaming). |
(4) | Excluding 13,000 lines disconnected due to the bankruptcy of a customer, postpay churn rate for 3/31/02 would have been 1.7%. |
(5) | Due to changes in accounting for agent rebates, for all periods shown this measurement is no longer calculable using information from the financial statements as reported. |
4 |
UNITED STATES CELLULAR CORPORATION |
Increase (Decrease) | ||||||||||||||
2003 | 2002 | Amount | Percent | |||||||||||
Operating Revenues | ||||||||||||||
Service Revenues | $ | 564,601 | $ | 461,113 | $ | 103,488 | 22.4 | % | ||||||
Equipment Sales | 31,313 | 17,307 | 14,006 | 80.9 | % | |||||||||
595,914 | 478,420 | 117,494 | 24.6 | % | ||||||||||
Operating Expenses | ||||||||||||||
System Operations | 137,965 | 107,921 | 30,044 | 27.8 | % | |||||||||
Marketing and Selling | 108,921 | 79,226 | 29,695 | 37.5 | % | |||||||||
Cost of Equipment Sold | 64,765 | 30,367 | 34,398 | 113.3 | % | |||||||||
General and Administrative | 157,449 | 108,478 | 48,971 | 45.1 | % | |||||||||
Depreciation | 95,872 | 65,977 | 29,895 | 45.3 | % | |||||||||
Amortization of Deferred Charges and Customer Lists | 13,631 | 6,775 | 6,856 | 101.2 | % | |||||||||
Loss on Assets Held for Sale | 23,500 | - | 23,500 | N/M | ||||||||||
602,103 | 398,744 | 203,359 | 51.0 | % | ||||||||||
Operating Income (Loss) | (6,189 | ) | 79,676 | (85,865 | ) | (107.8 | %) | |||||||
Investment Income | 12,378 | 10,461 | 1,917 | 18.3 | % | |||||||||
Interest (Expense) | (15,454 | ) | (9,030 | ) | (6,424 | ) | (71.1 | %) | ||||||
(Loss) on Investment | (3,500 | ) | - | (3,500 | ) | N/M | ||||||||
Other Income | 261 | 1,394 | (1,133 | ) | (81.3 | %) | ||||||||
Income (Loss) Before Income Taxes and Minority Interest | (12,504 | ) | 82,501 | (95,005 | ) | (115.2 | %) | |||||||
Income Tax Expense (Benefit) | (1,118 | ) | 35,675 | (36,793 | ) | (103.1 | %) | |||||||
Income (Loss) Before Minority Interest | (11,386 | ) | 46,826 | (58,212 | ) | (124.3 | %) | |||||||
Minority Share of Income | (3,257 | ) | (2,433 | ) | (824 | ) | (33.9 | %) | ||||||
Income (Loss) Before Cumulative Effect of Accounting Change | (14,643 | ) | 44,393 | (59,036 | ) | (133.0 | %) | |||||||
Cumulative effect of accounting change, net of tax | - | 4,097 | (4,097 | ) | N/M | |||||||||
Net Income (Loss) | $ | (14,643 | ) | $ | 48,490 | $ | (63,133 | ) | (130.2 | %) | ||||
Weighted Average Common and Series A Common Shares (000s) (Basic) | 86,121 | 86,053 | 68 | |||||||||||
Earnings Per Common and Series A Common Share ("EPS") (Basic) | $ | (0.17 | ) | $ | 0.56 | $ | (0.73 | ) | (130.4 | %) | ||||
Basic EPS Before Cumulative Effect of Accounting Change | $ | (0.17 | ) | $ | 0.52 | $ | (0.69 | ) | (132.7 | %) | ||||
Basic EPS from Cumulative Effect of Accounting Change | $ | - | $ | 0.04 | $ | (0.04 | ) | N/M | ||||||
Earnings Per Common and Series A Common Share ("EPS") (Diluted) | $ | (0.17 | ) | $ | 0.56 | $ | (0.73 | ) | (130.4 | %) | ||||
Diluted EPS Before Cumulative Effect of Accounting Change | $ | (0.17 | ) | $ | 0.51 | $ | (0.68 | ) | (133.3 | %) | ||||
Diluted EPS from Cumulative Effect of Accounting Change | $ | - | $ | 0.05 | $ | (0.05 | ) | N/M |
N/M — Percentage change not meaningful. |
5 |
UNITED STATES CELLULAR CORPORATION ASSETS |
March 31, 2003 | December 31, 2002 | |||||||
Current Assets | ||||||||
Cash and cash equivalents | ||||||||
General funds | $ | 17,676 | $ | 14,155 | ||||
Affiliated cash equivalents | 212 | 709 | ||||||
17,888 | 14,864 | |||||||
Accounts receivable | 245,905 | 315,251 | ||||||
Inventory | 76,563 | 55,490 | ||||||
Collateral investment pledged | 32,200 | - | ||||||
Prepaid expenses and other current assets | 61,143 | 67,668 | ||||||
433,699 | 453,273 | |||||||
Investments | ||||||||
Licenses | 979,760 | 1,038,556 | ||||||
Goodwill | 546,702 | 643,629 | ||||||
Customer list, net | 35,599 | 40,087 | ||||||
Marketable equity securities | 156,394 | 185,961 | ||||||
Marketable equity securities--loaned | 30,610 | - | ||||||
Investments in unconsolidated entities, net | 161,708 | 161,451 | ||||||
Notes and interest receivable--long-term | 6,568 | 7,287 | ||||||
1,917,341 | 2,076,971 | |||||||
Property, Plant and Equipment | ||||||||
In service and under construction | 3,074,844 | 3,085,583 | ||||||
Less accumulated depreciation | 1,083,890 | 1,051,792 | ||||||
1,990,954 | 2,033,791 | |||||||
Deferred Charges | ||||||||
System development costs, net | 108,892 | 114,642 | ||||||
Other, net | 20,704 | 21,164 | ||||||
129,596 | 135,806 | |||||||
Assets of Operations Held for Sale | 226,422 | - | ||||||
Total Assets | $ | 4,698,012 | $ | 4,699,841 | ||||
NOTE: Certain December 31, 2002 amounts have been changed to conform to current period presentation. |
6a |
UNITED STATES CELLULAR CORPORATION LIABILITIES AND SHAREHOLDERS’ EQUITY |
March 31, 2003 | December 31, 2002 | |||||||
Current Liabilities | ||||||||
9% senior notes | $ | - | $ | 45,200 | ||||
Notes payable | 532,000 | 460,000 | ||||||
Accounts payable | ||||||||
Affiliates | 6,436 | 4,958 | ||||||
Trade | 242,275 | 301,929 | ||||||
Customer deposits and deferred revenues | 86,676 | 82,639 | ||||||
Accrued interest | 4,903 | 9,295 | ||||||
Accrued taxes | 27,814 | 24,401 | ||||||
Accrued compensation | 22,066 | 30,279 | ||||||
Collateral loan payable | 32,200 | - | ||||||
Other current liabilities | 19,651 | 20,323 | ||||||
974,021 | 979,024 | |||||||
Long-term Debt | ||||||||
Long-term debt-affiliates | 105,000 | 105,000 | ||||||
6% zero coupon convertible debentures | 150,829 | 148,604 | ||||||
7.25% unsecured notes | 250,000 | 250,000 | ||||||
Variable prepaid forward contract | 159,856 | 159,856 | ||||||
8.75% notes | 130,000 | 130,000 | ||||||
Other | 13,000 | 13,000 | ||||||
808,685 | 806,460 | |||||||
Deferred Liabilities and Credits | 444,483 | 444,255 | ||||||
Minority Interest | 57,975 | 55,068 | ||||||
Liabilities of Operations Held for Sale | 9,823 | - | ||||||
Common Shareholders' Equity | ||||||||
Common Shares, par value $1 per share | 55,046 | 55,046 | ||||||
Series A Common Shares, par value $1 per share | 33,006 | 33,006 | ||||||
Additional paid-in capital | 1,306,510 | 1,307,185 | ||||||
Treasury Shares | (116,479 | ) | (117,262 | ) | ||||
Accumulated other comprehensive income | 12,831 | 10,306 | ||||||
Retained earnings | 1,112,111 | 1,126,753 | ||||||
2,403,025 | 2,415,034 | |||||||
Total Liabilities and Shareholders' Equity | $ | 4,698,012 | $ | 4,699,841 | ||||
NOTE: Certain December 31, 2002 amounts have been changed to conform to current period presentation. |
6b |