SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): April 23, 2003 (April 23, 2003)
NEXTEL COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in Its Charter)
| | | | |
Delaware | | 0-19656 | | 36-3939651 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Numbers) | | (I.R.S. Employer Identification Nos.) |
| | | | |
2001 Edmund Halley Drive, Reston, Virginia | | | 20191 | |
(Address of Principal Executive Offices) | | | (Zip Code) | |
Registrants’ Telephone Number, Including Area Code: (703) 433 - 4000
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events and Regulation FD Information.
On April 23, 2003, Nextel announced certain financial and operating results for the first quarter of 2003, including:
| • | | a liquidity position of approximately $3.6 billion as of March 31, 2003; |
|
| • | | retirements of debt and mandatorily redeemable preferred stock, as further described below, for approximately $570 million in cash during the quarter, which will allow Nextel to avoid approximately $6.3 billion in future principal, interest and dividend payments over the life of these securities; |
|
| • | | approximately 21.1 billion total system minutes of use on the Nextel National Network for the quarter; and |
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| • | | the following financial and operating data: |
NEXTEL COMMUNICATIONS, INC. AND SUBSIDIARIES
Unaudited
Consolidated Statements of Operations
(in millions, except per share amounts)
| | | | | | | | | |
| | | For the three months ended |
| | | March 31, |
| | |
|
| | | 2003 | | 2002 |
| | |
| |
|
Operating revenues | | | | | | | | |
| Service revenues | | $ | 2,210 | | | $ | 1,831 | |
| Handset and accessory revenues (1) | | | 161 | | | | 126 | |
| | |
| | | |
| |
| | | 2,371 | | | | 1,957 | |
| | |
| | | |
| |
Operating expenses | | | | | | | | |
| Cost of service (exclusive of depreciation included below) | | | 369 | | | | 351 | |
| Cost of handset and accessory revenues | | | 310 | | | | 305 | |
| Selling and marketing | | | 411 | | | | 346 | |
| Restructuring and impairment charges | | | — | | | | 35 | |
| General and administrative | | | 375 | | | | 369 | |
| Depreciation and amortization | | | 413 | | | | 382 | |
| | |
| | | |
| |
Operating income | | | 493 | | | | 169 | |
| Interest expense | | | (225 | ) | | | (273 | ) |
| Interest income | | | 12 | | | | 15 | |
| Loss on retirement of debt, net of debt conversion costs of $0 and $0 | | | (5 | ) | | | — | |
| Equity in losses of NII Holdings — pre-bankruptcy emergence | | | — | | | | (127 | ) |
| Equity in losses of unconsolidated affiliates, net | | | (13 | ) | | | (25 | ) |
| | |
| | | |
| |
Income (loss) before income tax provision | | | 262 | | | | (241 | ) |
| Income tax provision | | | (22 | ) | | | (350 | ) |
| | |
| | | |
| |
Net income (loss) | | | 240 | | | | (591 | ) |
| Loss on retirement of mandatorily redeemable preferred stock | | | (2 | ) | | | — | |
| Mandatorily redeemable preferred stock dividends | | | (30 | ) | | | (63 | ) |
| | |
| | | |
| |
Income (loss) available to common stockholders | | $ | 208 | | | $ | (654 | ) |
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| | | |
| |
Earnings (loss) per share | | | | | | | | |
| Basic | | $ | 0.21 | | | $ | (0.82 | ) |
| | |
| | | |
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| Diluted | | $ | 0.20 | | | $ | (0.82 | ) |
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| | | |
| |
Weighted average number of common shares outstanding | | | | | | | | |
| Basic | | | 1,010 | | | | 801 | |
| | |
| | | |
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| Diluted | | | 1,047 | | | | 801 | |
| | |
| | | |
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Selected Balance Sheet Data
(in millions)
| | | | | | | | |
| | March 31, | | December 31, |
| | 2003 | | 2002 |
| |
| |
|
Cash, cash equivalents and short-term investments | | $ | 2,277 | | | $ | 2,686 | |
Accounts and notes receivable,net of allowance for doubtful accounts of $123 and $127 | | | 996 | | | | 1,077 | |
Property, plant and equipment, net | | | 8,828 | | | | 8,918 | |
Intangible assets, net | | | 6,903 | | | | 6,607 | |
Total assets | | | 21,123 | | | | 21,484 | |
Long-term debt,including current portion | | | 11,823 | | | | 12,278 | |
Capital lease and finance obligations,including current portion | | | 202 | | | | 272 | |
Total liabilities | | | 17,098 | | | | 17,623 | |
Mandatorily redeemable preferred stock | | | 947 | | | | 1,015 | |
Stockholders’ equity | | | 3,078 | | | | 2,846 | |
1
NEXTEL COMMUNICATIONS, INC. AND SUBSIDIARIES
Unaudited
Reconciliation of Earnings Per Share Data
(in millions, except per share amounts)
| | | | | | | | | | | | | | | | | |
| | | For the three months ended | | For the three months ended |
| | | March 31, 2003 | | March 31, 2002 |
| | |
| |
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| | | | | | | Basic EPS | | | | | | Basic EPS |
| | | | | | |
| | | | | |
|
Income (loss) available to common stockholders | | $ | 208 | | | $ | 0.21 | | | $ | (654 | ) | | $ | (0.82 | ) |
| Restructuring and impairment charges | | | — | | | | — | | | | 35 | | | | 0.04 | |
| Loss on retirement of debt, net | | | 5 | | | | — | | | | — | | | | — | |
| Equity in losses of NII Holdings — pre-bankruptcy emergence | | | — | | | | — | | | | 127 | | | | 0.16 | |
| SFAS No. 142 income tax provision adjustment | | | — | | | | — | | | | 335 | | | | 0.42 | |
| Loss on retirement of mandatorily redeemable preferred stock | | | 2 | | | | — | | | | — | | | | — | |
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| | | |
| | | |
| | | |
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Adjusted income (loss) available to common stockholders | | $ | 215 | | | $ | 0.21 | | | $ | (157 | ) | | $ | (0.20 | ) |
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Other Data
| | | | | | | | | | | | |
| | For the three months ended |
| |
|
| | March 31, | | December 31, |
| | | | | | 2003 | | 2002 |
| | | | | |
| |
|
Handsets in service, end of period(in thousands)(2) | | | | | | | 11,092 | | | | 10,612 | |
Net handset additions(in thousands)(2) | | | | | | | 480 | | | | 503 | |
Average monthly billable minutes of use per handset | | | | | | | 650 | | | | 640 | |
Bad debt expense included in general and administrative expense(in millions) | | | | | | $ | 56 | | | $ | 74 | |
Bad debt expense as a percentage of operating revenues | | | | | | | 2.4 | % | | | 3.2 | % |
Capital Expenditures
(in millions)
| | | | | | | | | |
| | | For the three months ended |
| | |
|
| | | March 31, | | March 31, |
| | | 2003 | | 2002 |
| | |
| |
|
Cash paid for capital expenditures, excluding capitalized interest | | $ | 375 | | | $ | 587 | |
Changes in capital expenditures accrued or unpaid | | | (70 | ) | | | (113 | ) |
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| | | |
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| Capital expenditures, excluding capitalized interest | | | 305 | | | | 474 | |
Capitalized interest | | | 11 | | | | 12 | |
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| | | |
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| Total capital expenditures | | $ | 316 | | | $ | 486 | |
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2
NEXTEL COMMUNICATIONS, INC. AND SUBSIDIARIES
Unaudited
Condensed Consolidated Statements of Cash Flows
(in millions)
| | | | | | | | | | | |
| | | | | For the three months ended |
| | | | | March 31, |
| | | | |
|
| | | | | 2003 | | 2002 |
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Cash flows from operating activities | | | | | | | | |
| Net income (loss) | | $ | 240 | | | $ | (591 | ) |
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | | | | | | | | |
| | Depreciation and amortization | | | 413 | | | | 382 | |
| | Change in accrued interest on short-term investments | | | (3 | ) | | | (7 | ) |
| | Other | | | 163 | | | | 688 | |
| | |
| | | |
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| | | Net cash provided by operating activities | | | 813 | | | | 472 | |
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| | | |
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Cash flows from investing activities | | | | | | | | |
| Cash paid for capital expenditures, including capitalized interest | | | (386 | ) | | | (599 | ) |
| Payments for licenses, acquisitions and other, net of cash acquired | | | (214 | ) | | | (252 | ) |
| Net changes in short-term investments and other | | | (78 | ) | | | (313 | ) |
| | |
| | | |
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| | | Net cash used in investing activities | | | (678 | ) | | | (1,164 | ) |
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Cash flows from financing activities | | | | | | | | |
| Purchase and retirement of debt securities and mandatorily redeemable preferred stock | | | (570 | ) | | | — | |
| Repayments under capital lease and finance obligations | | | (16 | ) | | | (28 | ) |
| Repayments under long-term credit facility | | | (49 | ) | | | — | |
| Borrowings under long-term credit facility | | | 69 | | | | — | |
| Payment for capital lease buyout | | | (54 | ) | | | — | |
| Mandatorily redeemable preferred stock dividends | | | (15 | ) | | | — | |
| Other | | | 10 | | | | 1 | |
| | |
| | | |
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| | | Net cash used in financing activities | | | (625 | ) | | | (27 | ) |
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| | | |
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Net decrease in cash and cash equivalents | | | (490 | ) | | | (719 | ) |
Cash and cash equivalents, beginning of period | | | 1,846 | | | | 2,481 | |
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| | | |
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Cash and cash equivalents, end of period | | $ | 1,356 | | | $ | 1,762 | |
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3
NEXTEL COMMUNICATIONS, INC. AND SUBSIDIARIES
Unaudited
Long-Term Debt and Mandatorily Redeemable Preferred Stock Data
(dollars in millions)
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | Accretion of | | | | |
| | | | | | | Book | | unamortized | | | | |
| | | December 31, | | value of | | discount | | March 31, |
| | | 2002 | | retirements | | or dividends ** | | 2003 |
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| |
| |
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10.65% senior redeemable discount notes due 2007 | | $ | 756 | | | $ | 65 | | | $ | — | | | $ | 691 | |
9.75% senior serial redeemable discount notes due 2007 | | | 1,086 | | | | 154 | | | | — | | | | 932 | |
4.75% convertible senior notes due 2007 | | | 284 | | | | — | | | | — | | | | 284 | |
9.95% senior serial redeemable discount notes due 2008, | | | 1,364 | | | | 79 | | | | 16 | | | | 1,301 | |
| net of unamortized discount of $16 and $0 | | | | | | | | | | | | | | | | |
12% senior serial redeemable notes due 2008, | | | 297 | | | | 26 | | | | — | | | | 271 | |
| net of unamortized discount of $3 and $3 | | | | | | | | | | | | | | | | |
9.375% senior serial redeemable notes due 2009 | | | 1,796 | | | | 126 | | | | — | | | | 1,670 | |
5.25% convertible senior notes due 2010 | | | 622 | | | | 15 | | | | — | | | | 607 | |
9.5% senior serial redeemable notes due 2011, | | | 948 | | | | 26 | | | | — | | | | 922 | |
| including a fair value hedge adjustment of $58 at December 31, 2002 and $58 at March 31, 2003 | | | | | | | | | | | | | | | | |
6% convertible senior notes due 2011 | | | 608 | | | | — | | | | | | | | 608 | |
Bank credit facility | | | 4,500 | | | | 49* | | | | 69 | | | | 4,520 | |
Other | | | 17 | | | | — | | | | — | | | | 17 | |
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| | | |
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| Total long-term debt, including current portion | | $ | 12,278 | | | | 540 | | | $ | 85 | | | $ | 11,823 | |
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13% series D exchangeable preferred stock mandatorily redeemable 2009 | | $ | 471 | | | | 8 | | | $ | — | | | $ | 463 | |
11.125% series E exchangeable preferred stock mandatorily redeemable 2010 | | | 454 | | | | 69 | | | | 7 | | | | 392 | |
Zero coupon convertible preferred stock mandatorily redeemable 2013 | | | 90 | | | | — | | | | 2 | | | | 92 | |
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| | | |
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| Total mandatorily redeemable preferred stock | | $ | 1,015 | | | | 77 | | | $ | 9 | | | $ | 947 | |
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Total retirements | | | | | | $ | 617 | | | | | | | | | |
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| | | | | | | | | |
| * | | Represents scheduled principal payment on term loans. |
|
| ** | | Includes principal borrowing on revolving loan under the credit facility. |
| | | | | |
| | | Principal value |
| | | of retirements |
| | | for the three |
| | | months ended |
| | | March 31, |
| | | 2003 |
| | |
|
10.65% senior redeemable discount notes due 2007 | | $ | 65 | |
9.75% senior serial redeemable discount notes due 2007 | | | 154 | |
9.95% senior serial redeemable discount notes due 2008 | | | 79 | |
12% senior serial redeemable notes due 2008 | | | 26 | |
9.375% senior serial redeemable notes due 2009 | | | 126 | |
5.25% convertible senior notes due 2010 | | | 15 | |
9.5% senior serial redeemable notes due 2011 | | | 26 | |
| | |
| |
| Total senior notes retirements | | | 491 | |
| | |
| |
13% series D exchangeable preferred stock mandatorily redeemable 2009 | | | 8 | |
11.125% series E exchangeable preferred stock mandatorily redeemable 2010 | | | 69 | |
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| Total mandatorily redeemable preferred stock retirements | | | 77 | |
| | |
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Total principal value of retirements | | $ | 568 | |
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| |
4
NEXTEL COMMUNICATIONS, INC. AND SUBSIDIARIES
Unaudited
Notes to Financial Data
(1) | | In accordance with the Securities and Exchange Commission’s Staff Accounting Bulletin, or SAB, No. 101, “Revenue Recognition in Financial Statements,” we recognize handset sales as revenues on a straight-line basis over 3.5 years, the estimated customer relationship period. Costs of handset sales are recognized over the same period in amounts equivalent to the revenues recognized from the handset sales. The handset costs in excess of the revenues (handset subsidies) generated from handset sales are expensed immediately as these amounts exceed our minimum contractual revenues. The following is a summary of handset and accessory revenues. |
| | | | | | | | |
| | For the three months ended |
| | March 31, |
| |
|
| | 2003 | | 2002 |
| |
| |
|
| | (in millions) |
Current period handset and accessory sales | | $ | 250 | | | $ | 183 | |
Net effect of SAB No. 101 handset deferrals | | | (89 | ) | | | (57 | ) |
| | |
| | | |
| |
Handset and accessory revenues | | $ | 161 | | | $ | 126 | |
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(2) | | Net handset additions represent gross handsets activated during the period less handsets deactivated and does not include handsets attributable to test markets, such as the Boost Mobile program. These net handset additions reflect a customer churn rate of about 1.9% for the first quarter of 2003 and about 2.1% for the fourth quarter 2002. The customer churn rate is an indicator of customer retention and represents the monthly percentage of the customer base that disconnects from service. Customer churn is calculated by dividing the number of handsets disconnected from commercial service during the period by the average number of handsets in commercial service during the period. Churn is not a measurement under accounting principles generally accepted in the United States and may not be similar to churn calculations of other companies. |
5
Item 7. Financial Statements and Exhibits.
| | |
(a) | | Financial Statements of Business Acquired. Not applicable. |
|
(b) | | Pro Forma Financial Information. Not applicable. |
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(c) | | Exhibits. |
The following exhibit is filed with this report:
| | |
Exhibit No | | Exhibit Description |
|
99.1 | | Press Release, dated April 23, 2003 |
Item 9. Regulation FD Disclosure (Information Being Furnished Under Item 12).
| |
| In accordance with the Securities and Exchange Commission Release No. 33-8216, the following information, which is intended to be furnished under Item 12, “Results of Operations and Financial Condition,” is instead being furnished under Item 9, “Regulation FD Disclosure.” This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended , or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. |
| |
| On April 23, 2003, Nextel issued a press release announcing certain financial and operating results for the first quarter of 2003. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated into Item 9 of this Form 8-K by reference. |
6
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | |
| | NEXTEL COMMUNICATIONS, INC. |
|
| | /s/ Leonard J. Kennedy
By: Leonard J. Kennedy Senior Vice President and General Counsel |
Date: April 23, 2003
7
EXHIBIT INDEX
| | |
Exhibit No | | Exhibit Description |
|
99.1 | | Press Release, dated April 23, 2003 |
8