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 22, 2004 (April 22, 2004)
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 Number) | | (I.R.S. Employer Identification No.) |
| | |
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 Disclosure
On April 22, 2004, Nextel announced certain financial and operating results for the first quarter of 2004, including 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,
|
| | 2004
| | 2003
|
Operating revenues | | | | | | | | |
Service revenues | | $ | 2,776 | | | $ | 2,210 | |
Handset and accessory revenues | | | 327 | | | | 161 | |
| | | | | | | | |
| | | 3,103 | | | | 2,371 | |
| | | | | | | | |
Operating expenses | | | | | | | | |
Cost of service (exclusive of depreciation included below) | | | 438 | | | | 369 | |
Cost of handset and accessory revenues | | | 489 | | | | 310 | |
Selling and marketing | | | 495 | | | | 411 | |
General and administrative | | | 476 | | | | 375 | |
Depreciation and amortization | | | 443 | | | | 413 | |
| | | | | | | | |
Operating income | | | 762 | | | | 493 | |
Interest expense | | | (154 | ) | | | (225 | ) |
Interest income | | | 8 | | | | 12 | |
Loss on retirement of debt | | | (17 | ) | | | (5 | ) |
Equity in losses of unconsolidated affiliates, net | | | — | | | | (13 | ) |
Realized gain on sale of investments | | | 26 | | | | — | |
Other income, net | | | 1 | | | | — | |
| | | | | | | | |
Income before income tax provision | | | 626 | | | | 262 | |
Income tax provision | | | (33 | ) | | | (22 | ) |
| | | | | | | | |
Net income | | | 593 | | | | 240 | |
Loss on retirement of mandatorily redeemable preferred stock | | | — | | | | (2 | ) |
Mandatorily redeemable preferred stock dividends and accretion | | | (2 | ) | | | (30 | ) |
| | | | | | | | |
Income available to common stockholders | | $ | 591 | | | $ | 208 | |
| | | | | | | | |
Earnings per common share | | | | | | | | |
Basic | | $ | 0.53 | | | $ | 0.21 | |
| | | | | | | | |
Diluted | | $ | 0.51 | | | $ | 0.20 | |
| | | | | | | | |
Weighted average number of common shares outstanding | | | | | | | | |
Basic | | | 1,106 | | | | 1,010 | |
| | | | | | | | |
Diluted | | | 1,172 | | | | 1,047 | |
| | | | | | | | |
Selected Balance Sheet Data
(in millions)
| | | | | | | | |
| | March 31, | | December 31, |
| | 2004
| | 2003
|
Cash, cash equivalents and short-term investments | | $ | 2,713 | | | $ | 1,971 | |
Accounts and notes receivable,net of allowance for doubtful accounts of $78 and $86 | | | 1,243 | | | | 1,276 | |
Property, plant and equipment, net | | | 9,191 | | | | 9,093 | |
Intangible assets, net | | | 7,044 | | | | 7,038 | |
Total assets | | | 21,621 | | | | 20,510 | |
Long-term debt,including current portion | | | 10,308 | | | | 10,037 | |
Capital lease and finance obligations,including current portion | | | 9 | | | | 175 | |
Total liabilities | | | 14,934 | | | | 14,575 | |
Mandatorily redeemable preferred stock | | | 101 | | | | 99 | |
Stockholders’ equity | | | 6,586 | | | | 5,836 | |
NEXTEL COMMUNICATIONS, INC. AND SUBSIDIARIES
Unaudited
Other Data
| | | | | | | | |
| | For the three months ended |
| | March 31,
|
| | 2004
| | 2003
|
Handsets in service, end of period(in thousands)(1) | | | 13,356 | | | | 11,092 | |
Net handset additions(in thousands)(1) | | | 474 | | | | 480 | |
Average monthly minutes of use per handset | | | 750 | | | | 650 | |
Bad debt expense included in general and administrative(in millions) | | $ | 34 | | | $ | 56 | |
Bad debt expense as a percentage of operating revenues | | | 1.1 | % | | | 2.4 | % |
Capital Expenditures
(in millions)
| | | | | | | | |
| | For the three months ended |
| | March 31,
|
| | 2004
| | 2003
|
Cash paid for capital expenditures, excluding capitalized interest | | $ | 681 | | | $ | 375 | |
Changes in capital expenditures accrued or unpaid | | | (144 | ) | | | (70 | ) |
| | | | | | | | |
Capital expenditures, excluding capitalized interest | | | 537 | | | | 305 | |
Capitalized interest | | | 3 | | | | 11 | |
| | | | | | | | |
Total capital expenditures | | $ | 540 | | | $ | 316 | |
| | | | | | | | |
NEXTEL COMMUNICATIONS, INC. AND SUBSIDIARIES
Unaudited
Condensed Consolidated Statements of Cash Flows
(in millions)
| | | | | | | | |
| | For the three months ended |
| | March 31,
|
| | 2004
| | 2003
|
Cash flows from operating activities | | | | | | | | |
Net income | | $ | 593 | | | $ | 240 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | | |
Depreciation and amortization | | | 443 | | | | 413 | |
Change in accrued interest on short-term investments | | | (3 | ) | | | (3 | ) |
Other | | | 211 | | | | 163 | |
| | | | | | | | |
Net cash provided by operating activities | | | 1,244 | | | | 813 | |
| | | | | | | | |
Cash flows from investing activities | | | | | | | | |
Cash paid for capital expenditures, including capitalized interest | | | (684 | ) | | | (386 | ) |
Payments for licenses, acquisitions and other, net of cash acquired | | | (56 | ) | | | (214 | ) |
Proceeds from sales of investments | | | 77 | | | | — | |
Net changes in short-term investments and other | | | 142 | | | | (78 | ) |
| | | | | | | | |
Net cash used in investing activities | | | (521 | ) | | | (678 | ) |
| | | | | | | | |
Cash flows from financing activities | | | | | | | | |
Purchase and retirement of debt securities and mandatorily redeemable preferred stock | | | (191 | ) | | | (570 | ) |
Proceeds from issuance of debt securities | | | 494 | | | | — | |
Repayments under long-term credit facility | | | (48 | ) | | | (49 | ) |
Borrowings under long-term credit facility | | | — | | | | 69 | |
Proceeds from issuance of stock | | | 68 | | | | 10 | |
Repayments under capital lease and finance obligations | | | — | | | | (16 | ) |
Payment for capital lease buy-out | | | (165 | ) | | | (54 | ) |
Mandatorily redeemable preferred stock dividends | | | — | | | | (15 | ) |
| | | | | | | | |
Net cash used in financing activities | | | 158 | | | | (625 | ) |
| | | | | | | | |
Net increase (decrease) in cash and cash equivalents | | | 881 | | | | (490 | ) |
Cash and cash equivalents, beginning of period | | | 806 | | | | 1,846 | |
| | | | | | | | |
Cash and cash equivalents, end of period | | $ | 1,687 | | | $ | 1,356 | |
| | | | | | | | |
NEXTEL COMMUNICATIONS, INC. AND SUBSIDIARIES
Unaudited
Long-Term Debt and Mandatorily Redeemable Preferred Stock Data
(dollars in millions)
| | | | | | | | | | | | | | | | |
| | | | | | Book and | | | | |
| | December 31, | | principal value | | Borrowings | | March 31, |
| | 2003
| | of retirements
| | and other
| | 2004
|
9.375% senior serial redeemable notes due 2009 | | $ | 1,599 | | | | | | | | | | | $ | 1,599 | |
5.25% convertible senior notes due 2010 | | | 607 | | | | | | | | | | | | 607 | |
9.5% senior serial redeemable notes due 2011, including a deferred premium of $36 and $28 | | | 895 | | | | 167 | | | | (8 | )(a) | | | 720 | |
6% convertible senior notes due 2011 | | | 608 | | | | | | | | | | | | 608 | |
6.875% senior serial redeemable notes due 2013 | | | 500 | | | | | | | | | | | | 500 | |
5.95% senior serial redeemable notes due 2014, net of unamortized discount of $0 and $6 | | | | | | | | | | | 494 | | | | 494 | |
7.375% senior serial redeemable notes due 2015, including unamortized premium of $0 and $8 | | | 2,008 | | | | | | | | | | | | 2,008 | |
Bank credit facility | | | 3,804 | | | | | | | | (48 | )(b) | | | 3,756 | |
Other | | | 16 | | | | | | | | | | | | 16 | |
| | | | | | | | | | | | | | | | |
Total long-term debt, including current portion | | $ | 10,037 | | | | 167 | | | $ | 438 | | | $ | 10,308 | |
| | | | | | | | | | | | | | | | |
Zero coupon convertible preferred stock mandatorily redeemable 2013 | | $ | 99 | | | | — | | | $ | 2 | (c) | | $ | 101 | |
| | | | | | | | | | | | | | | | |
Total retirements | | | | | | $ | 167 | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| (a) | | Represents the decrease in the deferred premium. |
|
| (b) | | Represents scheduled principal payments. |
|
| (c) | | Represents the accretion of unamortized discounts or dividends. |
1) | | Handsets in service, end of period, and net handset additions do not include handsets attributable to the Boost Mobile program. Net handset additions represents gross handsets activated during the period less handsets deactivated. These net handset additions reflect a customer churn rate of about 1.7% for the first quarter 2004 and about 1.9% for the first quarter 2003. 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. |
Item 7. Financial Statements and Exhibits.
(a) | | Financial Statements of Business Acquired. |
|
| | Not applicable. |
|
(b) | | Pro Forma Financial Information. |
|
| | Not applicable. |
(c) | | Exhibits. |
|
| | The following exhibit is furnished with this Form 8-K pursuant to Item 12 below. |
| | |
Exhibit No.
| | Exhibit Description
|
99.1 | | Press Release, dated April 22, 2004 |
Item 12. Results of Operations and Financial Condition.
In accordance with the Securities and Exchange Commission Release No.33-8216, the following information is furnished under Item 12, “Results of Operations and Financial Condition.” 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 22, 2004, Nextel issued a press release announcing certain financial and operating results for the first quarter of 2004. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated into Item 12 of this Form 8-K by reference.
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/ Gary D. Begeman |
| |
|
| | By: | | Gary D. Begeman |
| | | | Vice President and Deputy General Counsel |
Date: April 22, 2004
EXHIBIT INDEX
| | |
Exhibit No.
| | Exhibit Description
|
99.1 | | Press Release, dated April 22, 2004 |