e10vq
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
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(Mark One) |
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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
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For the quarterly period ended June 30, 2005 |
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OR |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period
from to . |
Commission file number: 000-29633
NEXTEL PARTNERS, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware |
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91-1930918 |
(State or Other Jurisdiction of
Incorporation or Organization) |
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(I.R.S. Employer
Identification No.) |
4500 Carillon Point
Kirkland, Washington 98033
(425) 576-3600
(Address of principal executive offices, zip code and
registrants telephone number, including area code)
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. Yes þ No o
Indicate by check mark whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the Exchange
Act). Yes þ No o
Indicate the number of shares outstanding of each of the issuer
classes of common stock, as of the latest practicable date:
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Outstanding Title of Class |
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Number of Shares on July 27, 2005 |
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Class A Common Stock
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184,902,306 shares |
Class B Common Stock
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84,632,604 shares |
NEXTEL PARTNERS, INC.
FORM 10-Q
TABLE OF CONTENTS
2
PART I FINANCIAL INFORMATION
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Item 1. |
Financial Statements |
NEXTEL PARTNERS, INC. AND SUBSIDIARIES
Consolidated Condensed Balance Sheets
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June 30, | |
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December 31, | |
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2005 | |
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2004 | |
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(Dollars in thousands, except | |
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per share amounts) | |
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(Unaudited) | |
ASSETS |
CURRENT ASSETS:
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Cash and cash equivalents
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$ |
187,619 |
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$ |
147,484 |
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Short-term investments
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47,816 |
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117,095 |
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Accounts and notes receivable, net of allowance $22,801 and
$15,874, respectively
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228,785 |
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190,954 |
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Subscriber equipment inventory
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50,339 |
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49,595 |
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Other current assets
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38,848 |
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31,388 |
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Total current assets
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553,407 |
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536,516 |
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PROPERTY, PLANT AND EQUIPMENT, at cost
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1,665,602 |
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1,546,685 |
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Less accumulated depreciation and amortization
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(584,032 |
) |
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(503,967 |
) |
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Property, plant and equipment, net
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1,081,570 |
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1,042,718 |
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OTHER NON-CURRENT ASSETS:
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FCC licenses, net of accumulated amortization of $8,744
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375,633 |
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375,470 |
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Debt issuance costs and other, net of accumulated amortization
of $8,081 and $6,456, respectively
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19,333 |
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20,995 |
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Total non-current assets
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394,966 |
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396,465 |
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TOTAL ASSETS
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$ |
2,029,943 |
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$ |
1,975,699 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
CURRENT LIABILITIES:
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Accounts payable
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$ |
114,394 |
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$ |
82,833 |
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Accrued expenses and other current liabilities
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117,131 |
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115,447 |
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Due to Nextel WIP
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11,828 |
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7,379 |
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Total current liabilities
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243,353 |
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205,659 |
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LONG-TERM OBLIGATIONS:
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Long-term debt
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1,480,012 |
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1,632,518 |
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Deferred income taxes
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55,799 |
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53,964 |
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Other long-term liabilities
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35,391 |
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32,243 |
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Total long-term obligations
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1,571,202 |
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1,718,725 |
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TOTAL LIABILITIES
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1,814,555 |
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1,924,384 |
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COMMITMENTS AND CONTINGENCIES (See Note 7)
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STOCKHOLDERS EQUITY:
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Preferred stock, no par value, 100,000,000 shares
authorized, no shares issued and outstanding
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Series B Preferred stock, par value $.001 per share,
13,110,000 shares authorized, no shares outstanding
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Common stock, Class A, par value $.001 per share,
500,000,000 shares authorized, 184,766,624 and
181,557,105 shares, respectively, issued and outstanding,
and paid-in capital
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1,063,590 |
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1,029,193 |
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Common stock, Class B, par value $.001 per share
convertible, 600,000,000 shares authorized,
84,632,604 shares, issued and outstanding, and paid-in
capital
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172,697 |
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172,697 |
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Accumulated deficit
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(1,022,389 |
) |
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(1,150,806 |
) |
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Deferred compensation
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(353 |
) |
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(440 |
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Accumulated other comprehensive income
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1,843 |
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671 |
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Total stockholders equity
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215,388 |
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51,315 |
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TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
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$ |
2,029,943 |
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$ |
1,975,699 |
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See accompanying notes to consolidated condensed financial
statements.
3
NEXTEL PARTNERS, INC. AND SUBSIDIARIES
Consolidated Condensed Statements of Operations
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For the Three Months | |
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For the Six Months | |
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Ended June 30, | |
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Ended June 30, | |
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2005 | |
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2004 | |
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2005 | |
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2004 | |
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(As restated) | |
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(As restated) | |
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(Dollars in thousands, except per share amounts) | |
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(Unaudited) | |
REVENUES:
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Service revenues (earned from Nextel WIP $50,759, $36,790,
$95,583 and $70,577 respectively)
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$ |
410,420 |
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$ |
312,232 |
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$ |
789,278 |
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$ |
599,494 |
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Equipment revenues
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24,402 |
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22,408 |
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49,628 |
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43,278 |
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Total revenues
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434,822 |
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|
334,640 |
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838,906 |
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642,772 |
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OPERATING EXPENSES:
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Cost of service revenues (excludes depreciation of $33,694,
$29,581, $66,193 and $59,277 respectively) (incurred from Nextel
WIP $33,925, $28,710, $66,836 and $55,034 and American Tower
$2,963, $2,476, $6,057 and $4,939 respectively)
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103,871 |
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88,073 |
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202,497 |
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|
172,535 |
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Cost of equipment revenues
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46,116 |
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40,517 |
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90,914 |
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77,824 |
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Selling, general and administrative (Incurred from Nextel WIP
$10,247, $6,106, $20,860 and $11,628 respectively)
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145,215 |
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|
117,808 |
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|
283,387 |
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|
231,230 |
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|
Stock based compensation (primarily selling, general and
administrative related)
|
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|
121 |
|
|
|
337 |
|
|
|
248 |
|
|
|
554 |
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Depreciation and amortization
|
|
|
41,433 |
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|
36,630 |
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|
82,186 |
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|
73,199 |
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Total operating expenses
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336,756 |
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283,365 |
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659,232 |
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555,342 |
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INCOME FROM OPERATIONS
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98,066 |
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51,275 |
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179,674 |
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87,430 |
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Interest expense, net
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(24,359 |
) |
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(27,296 |
) |
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(50,226 |
) |
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(58,248 |
) |
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Interest income
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|
1,010 |
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|
302 |
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3,653 |
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|
979 |
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|
Loss on early retirement of debt
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|
(824 |
) |
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|
(53,413 |
) |
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|
(824 |
) |
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(54,971 |
) |
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INCOME (LOSS) BEFORE INCOME TAX PROVISION
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73,893 |
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(29,132 |
) |
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132,277 |
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(24,810 |
) |
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Income tax (provision) benefit
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(2,008 |
) |
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|
8,634 |
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(3,860 |
) |
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|
7,835 |
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NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS
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$ |
71,885 |
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|
$ |
(20,498 |
) |
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$ |
128,417 |
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$ |
(16,975 |
) |
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NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO COMMON
STOCKHOLDERS, BASIC AND DILUTED:
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Basic
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$ |
0.27 |
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$ |
(0.08 |
) |
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$ |
0.48 |
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|
$ |
(0.06 |
) |
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Diluted
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$ |
0.23 |
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$ |
(0.08 |
) |
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$ |
0.42 |
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|
$ |
(0.06 |
) |
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Weighted average number of shares outstanding
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Basic
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|
268,675,859 |
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|
263,051,820 |
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267,891,574 |
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262,725,205 |
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Diluted
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311,293,577 |
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263,051,820 |
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309,822,641 |
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262,725,205 |
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See accompanying notes to consolidated condensed financial
statements.
4
NEXTEL PARTNERS, INC. AND SUBSIDIARIES
Consolidated Condensed Statements of Cash Flows
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For the Six Months | |
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Ended June 30, | |
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| |
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2005 | |
|
2004 | |
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| |
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| |
|
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|
|
(As restated) | |
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(Dollars in thousands) | |
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(Unaudited) | |
CASH FLOWS FROM OPERATING ACTIVITIES:
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Net income (loss)
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$ |
128,417 |
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|
$ |
(16,975 |
) |
|
Adjustments to reconcile net income (loss) to net cash from
operating activities
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Deferred income tax provision (benefit)
|
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|
1,836 |
|
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|
(7,835 |
) |
|
Depreciation and amortization
|
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|
82,186 |
|
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|
73,199 |
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|
Amortization of debt issuance costs
|
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|
1,758 |
|
|
|
2,105 |
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|
Interest accretion for senior discount notes
|
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|
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|
20 |
|
|
Bond discount amortization
|
|
|
547 |
|
|
|
468 |
|
|
Loss on early retirement of debt
|
|
|
824 |
|
|
|
54,971 |
|
|
Fair value adjustments of derivative instruments and investments
|
|
|
(1,775 |
) |
|
|
(2,106 |
) |
|
Stock based compensation
|
|
|
248 |
|
|
|
554 |
|
|
Other
|
|
|
1,043 |
|
|
|
(147 |
) |
|
Changes in current assets and liabilities:
|
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|
|
|
|
|
|
|
|
|
Accounts and notes receivable, net
|
|
|
(37,831 |
) |
|
|
(20,853 |
) |
|
|
Subscriber equipment inventory
|
|
|
(744 |
) |
|
|
(10,915 |
) |
|
|
Other current and long-term assets
|
|
|
(6,636 |
) |
|
|
(47 |
) |
|
|
Accounts payable, accrued expenses and other current liabilities
|
|
|
52,142 |
|
|
|
6,097 |
|
|
|
Operating advances due to (from) Nextel WIP
|
|
|
1,847 |
|
|
|
2,310 |
|
|
|
|
|
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|
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Net cash from operating activities
|
|
|
223,862 |
|
|
|
80,846 |
|
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|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
Capital expenditures
|
|
|
(138,323 |
) |
|
|
(64,318 |
) |
|
FCC licenses
|
|
|
(70 |
) |
|
|
(2,500 |
) |
|
Proceeds from maturities of short-term investments
|
|
|
93,389 |
|
|
|
54,796 |
|
|
Proceeds from sales of short-term investments
|
|
|
19,660 |
|
|
|
293,981 |
|
|
Purchases of short-term investments
|
|
|
(43,050 |
) |
|
|
(286,798 |
) |
|
|
|
|
|
|
|
|
|
Net cash from investing activities
|
|
|
(68,394 |
) |
|
|
(4,839 |
) |
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
Proceeds from borrowings
|
|
|
550,000 |
|
|
|
724,565 |
|
|
Stock options exercised
|
|
|
33,007 |
|
|
|
6,638 |
|
|
Proceeds from stock issued for employee stock purchase plan
|
|
|
1,209 |
|
|
|
1,150 |
|
|
Proceeds from sale lease-back transactions
|
|
|
4,426 |
|
|
|
779 |
|
|
Debt repayments
|
|
|
(701,221 |
) |
|
|
(788,909 |
) |
|
Capital lease payments
|
|
|
(1,711 |
) |
|
|
(1,569 |
) |
|
Debt and equity issuance costs
|
|
|
(1,043 |
) |
|
|
(3,101 |
) |
|
|
|
|
|
|
|
|
|
Net cash from financing activities
|
|
|
(115,333 |
) |
|
|
(60,447 |
) |
|
|
|
|
|
|
|
NET INCREASE IN CASH AND CASH EQUIVALENTS
|
|
|
40,135 |
|
|
|
15,560 |
|
CASH AND CASH EQUIVALENTS, beginning of period
|
|
|
147,484 |
|
|
|
122,620 |
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS, end of period
|
|
$ |
187,619 |
|
|
$ |
138,180 |
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS
|
|
|
|
|
|
|
|
|
|
Cash paid for income taxes
|
|
$ |
3,125 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
Retirement of long-term debt with common stock
|
|
$ |
30 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
Cash paid for interest, net of capitalized amount
|
|
$ |
50,485 |
|
|
$ |
70,051 |
|
|
|
|
|
|
|
|
See accompanying notes to consolidated condensed financial
statements.
5
NEXTEL PARTNERS, INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements
June 30, 2005
(unaudited)
Our interim consolidated condensed financial statements for the
three and six months ended June 30, 2005 and 2004 have been
prepared without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission (SEC) for
interim financial reporting. Certain information and footnote
disclosures normally included in the annual financial statements
prepared in accordance with accounting principles generally
accepted in the United States of America have been condensed or
omitted pursuant to such rules and regulations for interim
financial statements. These consolidated condensed financial
statements should be read in conjunction with the audited
consolidated financial statements and notes contained in our
Annual Report on Form 10-K for the year ended
December 31, 2004 and quarterly filings on Form 10-Q
filed with the SEC.
During the course of preparing our consolidated financial
statements for the year ended December 31, 2004, we
determined that based on clarification from the SEC we did not
comply with the requirements of Statement of Financial
Accounting Standards (SFAS) No. 13,
Accounting for Leases, and Financial
Accounting Standards Board (FASB) Technical
Bulletin No. 85-3, Accounting for Operating
Leases with Scheduled Rent Increases. Accordingly, we
modified our accounting to recognize rent expense, on a
straight-line basis, over the initial lease term and renewal
periods that are reasonably assured. As the modifications
related solely to accounting treatment, they did not affect our
historical or future cash flows or the timing of payments under
our relevant leases. As such, we restated certain prior periods,
including our previously issued consolidated balance sheet as of
June 30, 2004 and the consolidated statements of operations
for the three and six months ended June 30, 2004. Please
refer to Note 4 to the accompanying consolidated condensed
financial statements for a further discussion of this
restatement.
The financial information included herein reflects all
adjustments (consisting only of normal recurring adjustments and
accruals), which are, in the opinion of management, necessary
for the fair presentation of the results of the interim periods.
The results of operations for the three and six months ended
June 30, 2005 are not necessarily indicative of the results
to be expected for the full year ending December 31, 2005.
Nextel Partners provides a wide array of digital wireless
communications services throughout the United States, primarily
to business users, utilizing frequencies licensed by the Federal
Communications Commission (FCC). Our operations are
primarily conducted by Nextel Partners Operating Corp.
(OPCO), a wholly owned subsidiary. Substantially all
of our assets, liabilities, operating losses and cash flows are
within OPCO and our other wholly owned subsidiaries.
Our digital network (Nextel Digital Wireless
Network) has been developed with advanced mobile
communication systems employing digital technology developed by
Motorola, Inc. (Motorola) (such technology is
referred to as the integrated Digital Enhanced
Network or iDEN) with a multi-site
configuration permitting frequency reuse. Our principal business
objective is to offer high-capacity, high-quality, advanced
communication services in our territories throughout the United
States targeted toward mid-sized and rural markets. Various
operating agreements entered into by our subsidiaries and Nextel
WIP Corp. (Nextel WIP), an indirect wholly owned
subsidiary of Nextel Communications, Inc. (Nextel),
govern the support services to be provided to us by Nextel WIP
(see Note 8).
6
NEXTEL PARTNERS, INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial
Statements (Continued)
|
|
3. |
SIGNIFICANT ACCOUNTING POLICIES |
We believe that the geographic and industry diversity of our
customer base minimizes the risk of incurring material losses
due to concentration of credit risk.
We are a party to certain equipment purchase agreements with
Motorola. For the foreseeable future we expect that we will need
to rely on Motorola for the manufacture of a substantial portion
of the infrastructure equipment necessary to construct and make
operational our portion of the Nextel Digital Wireless Network
as well as for the provision of digital mobile telephone
handsets and accessories.
As previously discussed, we rely on Nextel WIP for the provision
of certain services. For the foreseeable future, we intend to
continue to rely on Nextel WIP for the provision of these
services, as we do not currently have the infrastructure to
support those services. We may begin to build the infrastructure
needed to support some or all of those services to the extent
that Nextel WIP will no longer provide them to us as a result of
the pending merger between Sprint Corporation
(Sprint) and Nextel. To the extent that Nextel
WIPs failure or refusal to provide us with these services
is a violation of our joint venture or other agreements with
Nextel WIP, we will pursue appropriate legal and equitable
remedies available to us.
If Nextel encounters financial or operating difficulties
relating to its portion of the Nextel Digital Wireless Network,
or experiences a significant decline in customer acceptance of
its services and products, or refuses to provide us with these
services in violation of our agreements, and we are unable to
replace these services timely, our business may be adversely
affected, including the quality of our services, the ability of
our customers to roam within the entire network and our ability
to attract and retain customers.
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States
requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and
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 materially from those estimates.
|
|
|
Principles of Consolidation |
The consolidated condensed financial statements include our
accounts and those of our wholly owned subsidiaries. All
significant intercompany transactions and balances have been
eliminated in consolidation.
|
|
|
Net Income (Loss) per Share |
In accordance with SFAS No. 128, Computation
of Earnings Per Share, basic earnings per share is
computed by dividing income attributable to common stockholders
by the weighted average number of shares of common stock
outstanding during the period. Diluted earnings per share
adjusts basic earnings per common share for the effects of
potentially dilutive common shares. Potentially dilutive common
shares primarily include the dilutive effects of shares issuable
under our stock option plan and outstanding unvested restricted
stock using the treasury stock method and the dilutive effects
of shares issuable upon the conversion of our convertible senior
notes using the if-converted method.
7
NEXTEL PARTNERS, INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial
Statements (Continued)
The following schedule is our net income per share calculation
for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months | |
|
For the Six Months | |
|
|
Ended June 30, | |
|
Ended June 30, | |
|
|
| |
|
| |
|
|
2005 | |
|
2004 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
| |
|
|
|
|
(As restated) | |
|
|
|
(As restated) | |
|
|
(In thousands, except share and per share amounts) | |
Income (loss) attributable to common stockholders (numerator for
basic)
|
|
$ |
71,885 |
|
|
$ |
(20,498 |
) |
|
$ |
128,417 |
|
|
$ |
(16,975 |
) |
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible Senior Notes
|
|
|
1,125 |
|
|
|
|
|
|
|
2,250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted Income (loss) attributable to common stockholders
(numerator for diluted)
|
|
$ |
73,010 |
|
|
$ |
(20,498 |
) |
|
$ |
130,667 |
|
|
$ |
(16,975 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross weighted average common shares outstanding
|
|
|
268,780,859 |
|
|
|
263,221,820 |
|
|
|
267,995,455 |
|
|
|
262,895,205 |
|
|
Less: Weighted average shares subject to repurchase
|
|
|
(105,000 |
) |
|
|
(170,000 |
) |
|
|
(103,881 |
) |
|
|
(170,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding basic
(denominator for basic)
|
|
|
268,675,859 |
|
|
|
263,051,820 |
|
|
|
267,891,574 |
|
|
|
262,725,205 |
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options
|
|
|
9,653,724 |
|
|
|
|
|
|
|
8,969,027 |
|
|
|
|
|
|
Restricted stock (unvested)
|
|
|
93,354 |
|
|
|
|
|
|
|
90,732 |
|
|
|
|
|
|
Convertible senior notes
|
|
|
32,870,640 |
|
|
|
|
|
|
|
32,871,308 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding diluted
(denominator for diluted)
|
|
|
311,293,577 |
|
|
|
263,051,820 |
|
|
|
309,822,641 |
|
|
|
262,725,205 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share, basic
|
|
$ |
0.27 |
|
|
$ |
(0.08 |
) |
|
$ |
0.48 |
|
|
$ |
(0.06 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share, diluted
|
|
$ |
0.23 |
|
|
$ |
(0.08 |
) |
|
$ |
0.42 |
|
|
$ |
(0.06 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three and six months ended June 30, 2004,
approximately 32.9 million shares issuable upon the assumed
conversion of our
11/2% senior
convertible notes that could potentially dilute earnings per
share in the future were excluded from the calculation of
diluted earnings per common share due to their antidilutive
effects. Additionally, for the three and six months ended
June 30, 2004, approximately 170,000 shares of
restricted stock and 22.9 million and 22.7 million
stock options, respectively were excluded from the calculation
of diluted earnings per common share as their effects were
antidilutive.
For the three and six months ended June 30, 2005, 11,500
and 35,250 stock options, respectively, were excluded from the
calculation of diluted earnings per common share as their
exercise prices exceeded the average market price of our
class A common stock.
|
|
|
Cash and Cash Equivalents |
Cash equivalents include time deposits and highly-liquid
investments with remaining maturities of three months or less at
the time of purchase.
8
NEXTEL PARTNERS, INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial
Statements (Continued)
Marketable debt securities with original purchase maturities
greater than three months are classified as short-term
investments. Short-term investments at June 30, 2005 and
December 31, 2004 consisted of U.S. government agency
securities, U.S. Treasury securities, corporate notes and
bonds, other asset backed securities, auction rate securities
and commercial paper. We classify our investment securities as
available-for-sale because the securities are not intended to be
held-to-maturity and are not held principally for the purpose of
selling them in the near term. Available-for-sale securities are
recorded at fair value. Unrealized holding gains and losses on
available-for-sale securities are included in other
comprehensive income.
|
|
|
Sale-Leaseback Transactions |
We periodically enter into transactions whereby we transfer
specified switching equipment and telecommunication towers and
related assets to third parties, and subsequently lease all or a
portion of these assets from these parties. During the three
months ended June 30, 2005 and 2004 we received cash
proceeds of approximately $4.0 million and $390,000,
respectively, and for the six months ended June 30, 2005
and 2004 we received cash proceeds of approximately
$4.4 million and $779,000, respectively, for assets sold to
third parties in these transactions. Gains on sale-leaseback
transactions are deferred and recognized over the lease term.
We lease various cell sites, equipment and office facilities
under operating leases. Leases for cell sites are typically five
years with renewal options. The leases normally provide for the
payment of minimum annual rentals and certain leases include
provisions for renewal options of up to five years. Certain
costs related to our cell sites are depreciated over a ten-year
period on a straight-line basis, which represents the lesser of
the lease term or economic life of the asset. We calculate
straight-line rent expense over the initial lease term and
renewals that are reasonably assured. Office facilities and
equipment are leased under agreements with terms ranging from
one month to twenty years. Leasehold improvements are amortized
over the shorter of the respective lives of the leases or the
useful lives of the improvements.
FCC operating licenses are recorded at historical cost. Our FCC
licenses and the requirements to maintain the licenses are
similar to other licenses granted by the FCC, including personal
communications services (PCS) and cellular licenses,
in that they are subject to renewal after the initial 10-year
term. Historically, the renewal process associated with these
FCC licenses has been perfunctory. The accounting for these
licenses has historically not been constrained by the renewal
and operational requirements.
SFAS No. 142, Goodwill and Other Intangible
Assets, requires the use of a non-amortization
approach to account for purchased goodwill and certain
intangibles. Under a non-amortization approach, goodwill and
certain intangibles are not amortized into results of
operations, but instead are reviewed at least annually for
impairment, and written down as a charge to results of
operations only in the periods in which the recorded value of
goodwill and certain intangibles exceeds fair value. We have
determined that FCC licenses have indefinite lives; therefore,
as of January 1, 2002, we no longer amortize the cost of
these licenses. We performed an annual asset impairment analyses
on our FCC licenses and to date we have determined there has
been no impairment related to our FCC licenses. For our
impairment analysis, we used the aggregate of all our FCC
licenses, which constitutes the footprint of our portion of the
Nextel Digital Wireless Network, as the unit of accounting for
our FCC licenses based on the guidance in Emerging Issues Task
Force (EITF) Issue No. 02-7, Unit of
Accounting for Testing Impairment of Indefinite-Lived Intangible
Assets.
As a result of adopting SFAS No. 142, we record a
non-cash income tax provision. This charge is required because
we have significant deferred tax liabilities related to FCC
licenses with a lower tax than book
9
NEXTEL PARTNERS, INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial
Statements (Continued)
basis as a result of accelerated and continued amortization of
FCC licenses for tax purposes. Historically, we did not need a
valuation allowance for the portion of our net operating loss
equal to the amount of license amortization expected to occur
during the carry forward period of our net operating loss.
Because we ceased amortizing licenses for financial statement
purposes on January 1, 2002, we can no longer reasonably
estimate the amount, if any, of deferred tax liabilities related
to our FCC licenses which will reverse during the net operating
loss carry forward period. Accordingly, we increase the
valuation allowance with a corresponding deferred tax provision
as the deferred tax liabilities related to FCC license
amortization increase.
For the three and six months ended June 30, 2005, our
income tax provision was comprised of both current and deferred
income taxes. Our current provision reflects taxes payable under
the alternative minimum tax (AMT) system, which
limits the amount of net operating loss carryforwards taxpayers
can use to offset current income. Our deferred provision
includes the expense associated with the FCC licenses (refer to
the discussion on FCC licenses above) and the tax benefit of
credit carryforwards related to the tax paid under the AMT
system.
Under the provisions of SFAS No. 109, all available
evidence, both positive and negative, should be considered to
determine whether, based on the weight of that evidence, a
valuation allowance is needed. To date, due to our lack of
earnings history, we have not relied on forecast of future
earnings as a means to realize our deferred tax assets.
Accordingly, we continue to record a deferred tax valuation
allowance against our deferred tax assets.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months | |
|
For the Six Months | |
|
|
Ended June 30, | |
|
Ended June 30, | |
|
|
| |
|
| |
|
|
2005 | |
|
2004 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
| |
|
|
(In thousands) | |
Current Federal and State Income Tax Provision:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AMT
|
|
$ |
(934 |
) |
|
$ |
|
|
|
$ |
(2,024 |
) |
|
$ |
|
|
Deferred Federal and State Income Tax (Provision)/ Benefit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FCC Licenses
|
|
|
(2,008 |
) |
|
|
8,634 |
|
|
|
(3,860 |
) |
|
|
7,835 |
|
|
AMT Credit Carryforward
|
|
|
934 |
|
|
|
|
|
|
|
2,024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Deferred Tax (Provision)/ Benefit
|
|
|
(1,074 |
) |
|
|
8,634 |
|
|
|
(1,836 |
) |
|
|
7,835 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Income Tax (Provision)/ Benefit
|
|
$ |
(2,008 |
) |
|
$ |
8,634 |
|
|
$ |
(3,860 |
) |
|
$ |
7,835 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Rate Risk Management |
We use derivative financial instruments consisting of interest
rate swap and interest rate protection agreements in the
management of our interest rate exposures. We will not use
financial instruments for trading or other speculative purposes,
nor will we be a party to any leveraged derivative instrument.
The use of derivative financial instruments is monitored through
regular communication with senior management. We will be exposed
to credit loss in the event of nonperformance by the counter
parties. This credit risk is minimized by dealing with a group
of major financial institutions with whom we have other
financial relationships. We do not anticipate nonperformance by
these counter parties. We are also subject to market risk should
interest rates change.
SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities, as amended by
SFAS No. 138, establishes accounting and reporting
standards requiring that every derivative instrument (including
certain derivative instruments embedded in other contracts) be
recorded on the balance sheet as either an asset or liability
measured at fair value. These statements require that changes in
the derivatives fair
10
NEXTEL PARTNERS, INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial
Statements (Continued)
value be recognized currently in earnings unless specific hedge
accounting criteria are met. If hedge accounting criteria are
met, the changes in a derivatives fair value (for a cash
flow hedge) are deferred in stockholders equity as a
component of other comprehensive income. These deferred gains
and losses are recognized as income in the period in which
hedged cash flows occur. The ineffective portions of hedge
returns are recognized as earnings.
Non-Cash Flow Hedging
Instruments
In April 1999 and 2000, we entered into interest rate swap
agreements for $60 million and $50 million,
respectively, to partially hedge interest rate exposure with
respect to our term B and C loans. In April 2004 and 2005, we
terminated the interest rate swap agreements in accordance with
their original terms and paid approximately $639,000 and
$520,000, respectively, for the final settlement. We did not
record any realized gain or loss with the terminations since the
swaps did not qualify for cash flow hedge accounting and we
recognized changes in their fair value up to the respective
termination dates as part of our interest expense.
For the three months ended June 30, 2005 and 2004, we
recorded non-cash, non-operating gains of approximately
$0.5 million and $1.0 million, respectively, and for
the six months ended June 30, 2005 and 2004, we recorded
approximately $1.1 million and $2.1 million in gains,
respectively, related to the change in market value of the
interest rate swap agreements in interest expense.
|
|
|
|
|
Non-Cash Flow Hedging Instruments |
|
|
|
|
(In thousands) | |
Fair value of liability as of December 31, 2004
|
|
$ |
1,117 |
|
Change in fair value interest rate changes
|
|
|
(597 |
) |
Final settlement of swap agreement
|
|
|
(520 |
) |
|
|
|
|
Fair value of liability as of June 30, 2005
|
|
$ |
0 |
|
|
|
|
|
Cash Flow Hedging
Instruments
In September 2004 we entered into a series of interest rate swap
agreements for $150 million, which had the effect of
converting certain of our variable interest rate loan
obligations to fixed interest rates. The commencement date for
the swap transactions was December 1, 2004 and the
expiration date is August 31, 2006. In December 2004 we
entered into similar agreements to hedge an additional
$50 million commencing March 1, 2005 and expiring
August 31, 2006. The term C loan obligation was replaced
with the refinancing of our credit facility in May 2005;
however, we maintained the existing swap agreements.
These interest rate swap agreements qualify for cash flow
accounting under SFAS 133. Both at inception and on an
ongoing basis we perform an effectiveness test using the change
in variable cash flows method. In accordance with SFAS 133,
the fair value of the swap agreements at June 30, 2005 was
included in other current assets and other non-current assets on
the balance sheet. The change in fair value was recorded in
accumulated other comprehensive income on the balance sheet
since the instruments were determined to be perfectly effective
at June 30, 2005. There were no amounts reclassified into
current earnings due to ineffectiveness during the quarter or
year-to-date.
|
|
|
|
|
Cash Flow Hedging Instruments |
|
|
|
|
(In thousands) | |
Fair value of assets as of December 31, 2004
|
|
$ |
579 |
|
Change in fair value interest rate changes
|
|
|
638 |
|
|
|
|
|
Fair value of assets as of June 30, 2005
|
|
$ |
1,217 |
|
|
|
|
|
Service revenues primarily include fixed monthly access charges
for the digital cellular voice service, Nextel Direct Connect,
and other wireless services and variable charges for airtime
usage in excess of plan
11
NEXTEL PARTNERS, INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial
Statements (Continued)
minutes. We recognize revenue for access charges and other
services charged at fixed amounts plus excess airtime usage
ratably over the service period, net of customer discounts and
adjustments, over the period earned.
For regulatory fees billed to customers such as the Universal
Service Fund (USF) we net those billings against
payments to the USF. Total billings to customers during the
three months ended June 30, 2005 and 2004 were
$5.1 million and $3.3 million, respectively, and for
the six months ended June 30, 2005 and 2004 were
$9.9 million and $6.3 million, respectively.
Under EITF Issue No. 00-21 Accounting for Revenue
Arrangements with Multiple Deliverables, we are no
longer required to consider whether a customer is able to
realize utility from the handset in the absence of the
undelivered service. Given that we meet the criteria stipulated
in EITF Issue No. 00-21, we account for the sale of a
handset as a unit of accounting separate from the subsequent
service to the customer. Accordingly, we recognize revenue from
handset equipment sales and the related cost of handset
equipment revenues when title to the handset equipment passes to
the customer for all arrangements entered into beginning in the
third quarter of 2003. This has resulted in the classification
of amounts received for the sale of the handset equipment,
including any activation fees charged to the customer, as
equipment revenues at the time of the sale. In December 2003,
the SEC staff issued SAB No. 104, Revenue
Recognition in Financial Statements, which updated
SAB No. 101 to reflect the impact of the issuance of
EITF No. 00-21.
For arrangements entered into prior to July 1, 2003, we
continue to amortize the revenues and costs previously deferred
as was required by SAB No. 101. For the three months ended
June 30, 2005 and 2004, we recognized $3.7 million and
$6.3 million, respectively, and for the six months ended
June 30, 2005 and 2004, we recognized $8.2 million and
$13.0 million, respectively, of activation fees and handset
equipment revenues and equipment costs that had been previously
deferred. The table below shows the recognition of service
revenues, equipment revenues and cost of equipment revenues
(handset costs) on a pro forma basis adjusted to exclude the
impact of SAB No. 101 and as if EITF No. 00-21
had been historically recorded for all customer arrangements.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months | |
|
For the Six Months | |
|
|
Ended June 30, | |
|
Ended June 30, | |
|
|
| |
|
| |
|
|
2005 | |
|
2004 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
| |
|
|
|
|
(As restated) | |
|
|
|
(As restated) | |
|
|
(In thousands, except per share amounts) | |
Service revenues
|
|
$ |
409,858 |
|
|
$ |
311,247 |
|
|
$ |
788,013 |
|
|
$ |
597,470 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment revenues
|
|
$ |
21,286 |
|
|
$ |
17,123 |
|
|
$ |
42,669 |
|
|
$ |
32,298 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of equipment revenues
|
|
$ |
42,438 |
|
|
$ |
34,247 |
|
|
$ |
82,690 |
|
|
$ |
64,820 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (Loss) attributable to common stockholders
|
|
$ |
71,885 |
|
|
$ |
(20,498 |
) |
|
$ |
128,417 |
|
|
$ |
(16,975 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (Loss) per share attributable to common stockholders,
basic
|
|
$ |
0.27 |
|
|
$ |
(0.08 |
) |
|
$ |
0.48 |
|
|
$ |
(0.06 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (Loss) per share attributable to common stockholders,
diluted
|
|
$ |
0.23 |
|
|
$ |
(0.08 |
) |
|
$ |
0.42 |
|
|
$ |
(0.06 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Certain amounts in prior years financial statements have
been reclassified to conform to the current year presentation.
12
NEXTEL PARTNERS, INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial
Statements (Continued)
Our long-lived assets consist principally of property, plant and
equipment. It is our policy to assess impairment of long-lived
assets pursuant to SFAS No. 144, Accounting
for the Impairment or Disposal of Long-Lived Assets.
This includes determining if certain triggering events have
occurred, including significant decreases in the market value of
certain assets, significant changes in the manner in which an
asset is used, significant changes in the legal climate or
business climate that could affect the value of an asset, or
current period or continuing operating or cash flow losses or
projections that demonstrate continuing losses associated with
certain assets used for the purpose of producing revenue that
might be an indicator of impairment. When we perform the
SFAS No. 144 impairment tests, we identify the
appropriate asset group to be our network system, which includes
the grouping of all our assets required to operate our portion
of the Nextel Digital Mobile Network and provide service to our
customers. We based this conclusion of asset grouping on the
revenue dependency, operating interdependency and shared costs
to operate our network. Thus far, none of the above triggering
events has resulted in any impairment charges.
In December 2002, the FASB issued SFAS No. 148,
Accounting for Stock Based Compensation
Transition and Disclosure. This statement amends
SFAS No. 123, Accounting for Stock-Based
Compensation, to provide alternative methods of
transition for a voluntary change to the fair value based method
of accounting for stock-based employee compensation. We continue
to apply the intrinsic value method for stock-based compensation
to employees prescribed by Accounting Principles Board Opinion
(APB) No. 25, Accounting for Stock
Issued to Employees. We have provided below the
disclosures required by SFAS No. 148.
As required by SFAS No. 148, had compensation cost
been determined based upon the fair value of the awards granted
during the three and six months ended June 30, 2005 and
2004, our net income (loss) and basic and diluted income (loss)
per share would have adjusted to the pro forma amounts indicated
below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months | |
|
For the Six Months | |
|
|
Ended June 30, | |
|
Ended June 30, | |
|
|
| |
|
| |
|
|
2005 | |
|
2004 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
| |
|
|
|
|
(As restated) | |
|
|
|
(As restated) | |
|
|
(In thousands, except per share amounts) | |
Net income (loss), as reported
|
|
$ |
71,885 |
|
|
$ |
(20,498 |
) |
|
$ |
128,417 |
|
|
$ |
(16,975 |
) |
Add: stock-based employee compensation expense included in
reported net income (loss)
|
|
|
121 |
|
|
|
337 |
|
|
|
248 |
|
|
|
554 |
|
Deduct: total stock-based employee compensation expense
determined under fair-value-based method for all awards
|
|
|
(7,529 |
) |
|
|
(6,566 |
) |
|
|
(14,935 |
) |
|
|
(12,805 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
As adjusted, net income (loss)
|
|
$ |
64,477 |
|
|
$ |
(26,727 |
) |
|
$ |
113,730 |
|
|
$ |
(29,226 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic income (loss) per share attributable to common
stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As reported
|
|
$ |
0.27 |
|
|
$ |
(0.08 |
) |
|
$ |
0.48 |
|
|
$ |
(0.06 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
As adjusted
|
|
$ |
0.24 |
|
|
$ |
(0.10 |
) |
|
$ |
0.42 |
|
|
$ |
(0.11 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted income (loss) per share attributable to common
stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As reported
|
|
$ |
0.23 |
|
|
$ |
(0.08 |
) |
|
$ |
0.42 |
|
|
$ |
(0.06 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
As adjusted
|
|
$ |
0.21 |
|
|
$ |
(0.10 |
) |
|
$ |
0.37 |
|
|
$ |
(0.11 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average fair value per share of options granted
|
|
|
N/A |
|
|
$ |
8.81 |
|
|
$ |
7.64 |
|
|
$ |
8.41 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13
NEXTEL PARTNERS, INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial
Statements (Continued)
The fair value of each option grant and employee stock purchase
is estimated on the date of grant using the Black-Scholes
option-pricing model as prescribed by SFAS No. 148
using the following assumptions:
|
|
|
|
|
|
|
|
|
For the Six Months | |
|
|
Ended June 30, | |
|
|
| |
|
|
2005 |
|
2004 | |
|
|
|
|
| |
Expected stock price volatility
|
|
38.5% - 43.0% |
|
|
67.9% - 70.7% |
|
Risk-free interest rate
|
|
3.7% - 3.8% |
|
|
3.4% |
|
Expected life in years
|
|
4 years |
|
|
5 years |
|
Expected dividend yield
|
|
0.00% |
|
|
0.00% |
|
The Black-Scholes option-pricing model requires the input of
subjective assumptions and does not necessarily provide a
reliable measure of fair value.
|
|
|
Recently Issued Accounting Pronouncements |
In November 2004, the FASB issued SFAS No. 151,
Inventory Costs, which clarifies the
accounting for abnormal amounts of idle facility expense,
freight, handling costs and wasted material (spoilage).
SFAS No. 151 amends ARB No. 43, Chapter 4,
Inventory Pricing. We adopted
SFAS No. 151 effective July 1, 2005 without any
impact to our financial statements.
In December 2004, the FASB issued SFAS No. 123R
(revised 2004), Share Based Payment, which
focuses primarily on accounting for transactions in which an
entity obtains employee services in share-based payment
transactions. SFAS No. 123R replaces
SFAS No. 123 Accounting for Stock-Based
Compensation, which superceded APB No. 25,
Accounting for Stock Issued to Employees. We
will continue to apply the intrinsic value method for
stock-based compensation to employees prescribed by APB
No. 25 and provide the disclosures as required by
SFAS No. 148, Accounting for Stock Based
Compensation-Transition and Disclosure, until
SFAS No. 123R becomes effective (for full fiscal years
ending after June 15, 2005, which is January 1, 2006
for us). Upon implementation of SFAS No. 123R, we will
recognize in the income statement the grant-date fair value of
stock options and other equity-based compensation issued to
employees. We expect our stock-based compensation to increase
significantly upon adoption of SFAS No. 123R. In March
2005, the SEC issued SAB No. 107, Share Based
Payment, which provides additional guidance for
adoption of SFAS No. 123R and is also effective for us
January 1, 2006.
In December 2004, the FASB issued SFAS No. 153,
Exchange of Nonmonetary Assets, which
requires nonmonetary exchanges to be accounted for at fair
value. SFAS No. 153 amends APB No. 29,
Accounting for Nonmonetary Transactions,
which was issued in May 1973. We adopted
SFAS No. 153 effective July 1, 2005 without any
impact to our financial statements.
In March 2005, the FASB issued FASB Interpretation No. 47,
Accounting for Conditional Asset Retirement
Obligations (FIN 47), which clarifies
that an entity is required to recognize a liability for the fair
value of a conditional asset retirement obligation when incurred
if the liabilitys fair value can be reasonably estimated.
We believe there will be no material impact on our financial
statements upon adoption of FIN 47, which becomes effective
December 31, 2005.
In May 2005, the FASB issued SFAS No. 154,
Accounting Changes and Error Corrections,
which changes the requirements for the accounting for and
reporting of a change in accounting principle.
SFAS No. 154 replaces APB No. 20,
Accounting Changes, and SFAS No. 3,
Reporting Accounting Changes in Interim Financial
Statements. We will adopt this standard for accounting
changes and corrections of errors made after December 15,
2005.
14
NEXTEL PARTNERS, INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial
Statements (Continued)
In June 2005, the EITF reached final consensus on
issue 05-6, Determining the Amortization Period
for Leasehold Improvements, related to the
amortization period for subsequently acquired leasehold
improvements. We adopted EITF 05-6 effective July 1,
2005 without any impact to our financial statements.
|
|
4. |
RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS |
During the course of preparing our consolidated financial
statements for the year ended December 31, 2004, we
determined that based on clarification from the SEC we did not
comply with the requirements of SFAS No. 13,
Accounting for Leases, and FASB Technical
Bulletin No. 85-3, Accounting for Operating
Leases with Scheduled Rent Increases. Accordingly, we
modified our accounting to recognize rent expense, on a
straight-line basis, over the initial lease term and renewal
periods that are reasonably assured. We also adjusted deferred
gains from sale-leaseback transactions related to
telecommunication towers to correspond with the initial lease
term and renewal periods that are reasonably assured. The impact
of this adjustment for the three months ended June 30, 2004
resulted in a $1.1 million understatement of rent expense
and a $1.1 million understatement in accumulated deficit.
The impact on our diluted earnings per share for the three
months ended June 30, 2004 was $0.01 per share. As the
modifications related solely to accounting treatment, they did
not affect our historical or future cash flows or the timing of
payments under its relevant leases. As such, the restatement did
not have any impact on our previously reported net cash flows
from operating, investing and financing activities, cash
position and revenues.
The following tables summarize the effects of this restatement
on our consolidated balance sheet as of June 30, 2004 and
the consolidated statements of operations for the three and six
months ended June 30, 2004. We have not presented a summary
of impact of the restatement on our consolidated statements of
cash flows for the above referenced period because the net
impact was zero.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of June 30, 2004 | |
|
|
| |
|
|
As Reported | |
|
Adjustments | |
|
As Restated | |
|
|
| |
|
| |
|
| |
|
|
(Dollars in thousands) | |
Consolidated Balance Sheet
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other long-term liabilities
|
|
$ |
15,801 |
|
|
$ |
16,153 |
|
|
$ |
31,954 |
|
|
Total long-term liabilities
|
|
|
1,687,147 |
|
|
|
16,153 |
|
|
|
1,703,300 |
|
|
Total liabilities
|
|
|
1,874,215 |
|
|
|
16,153 |
|
|
|
1,890,368 |
|
|
Accumulated deficit
|
|
|
(1,205,374 |
) |
|
|
(16,153 |
) |
|
|
(1,221,527 |
) |
|
Total stockholders equity (deficit)
|
|
|
(19,322 |
) |
|
|
(16,153 |
) |
|
|
(35,475 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months | |
|
|
Ended June 30, 2004 | |
|
|
| |
|
|
As Reported | |
|
Adjustments | |
|
As Restated | |
|
|
| |
|
| |
|
| |
|
|
(Dollars in thousands, except per share | |
|
|
amounts) | |
Consolidated Statement of Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of service revenues
|
|
$ |
86,960 |
|
|
$ |
1,113 |
|
|
$ |
88,073 |
|
|
Total operating expenses(1)
|
|
|
280,011 |
|
|
|
1,113 |
|
|
|
281,124 |
|
|
Income (loss) from operations
|
|
|
52,388 |
|
|
|
(1,113 |
) |
|
|
51,275 |
|
|
Income (loss) before deferred income tax provision
|
|
|
(28,019 |
) |
|
|
(1,113 |
) |
|
|
(29,132 |
) |
|
Net income (loss) attributable to common stockholders
|
|
|
(19,385 |
) |
|
|
(1,113 |
) |
|
|
(20,498 |
) |
|
Basic net income (loss) per share attributable to common
stockholders
|
|
$ |
(0.07 |
) |
|
$ |
(0.01 |
) |
|
$ |
(0.08 |
) |
|
Diluted net income (loss) per share attributable to common
stockholders
|
|
$ |
(0.07 |
) |
|
$ |
(0.01 |
) |
|
$ |
(0.08 |
) |
15
NEXTEL PARTNERS, INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial
Statements (Continued)
|
|
(1) |
Total operating expenses for the three months ended
June 30, 2004 presented in this table does not reflect
certain amounts that have been reclassified to conform to the
current year presentation. Including reclassifications, total
operating expenses for the three months ended June 30, 2004
was $283.4 million. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Six Months | |
|
|
Ended June 30, 2004 | |
|
|
| |
|
|
As Reported | |
|
Adjustments | |
|
As Restated | |
|
|
| |
|
| |
|
| |
|
|
(Dollars in thousands, except per share | |
|
|
amounts) | |
Consolidated Statement of Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of service revenues
|
|
$ |
170,291 |
|
|
$ |
2,244 |
|
|
$ |
172,535 |
|
|
Total operating expenses(2)
|
|
|
548,856 |
|
|
|
2,244 |
|
|
|
551,100 |
|
|
Income (loss) from operations
|
|
|
89,674 |
|
|
|
(2,244 |
) |
|
|
87,430 |
|
|
Income (loss) before deferred income tax provision
|
|
|
(22,566 |
) |
|
|
(2,244 |
) |
|
|
(24,810 |
) |
|
Net income (loss) attributable to common stockholders
|
|
|
(14,731 |
) |
|
|
(2,244 |
) |
|
|
(16,975 |
) |
|
Basic net income (loss) per share attributable to common
stockholders
|
|
$ |
(0.06 |
) |
|
$ |
|
|
|
$ |
(0.06 |
) |
|
Diluted net income (loss) per share attributable to common
stockholders
|
|
$ |
(0.06 |
) |
|
$ |
|
|
|
$ |
(0.06 |
) |
|
|
(2) |
Total operating expenses for the six months ended June 30,
2004 presented in this table does not reflect certain amounts
that have been reclassified to conform to the current year
presentation. Including reclassifications, total operating
expenses for the six months ended June 30, 2004 was
$555.3 million. |
|
|
5. |
PROPERTY AND EQUIPMENT |
|
|
|
|
|
|
|
|
|
|
|
As of | |
|
|
| |
|
|
June 30, | |
|
December 31, | |
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
|
(In thousands) | |
Equipment
|
|
$ |
1,445,537 |
|
|
$ |
1,358,969 |
|
Furniture, fixtures and software
|
|
|
137,336 |
|
|
|
125,299 |
|
Building and improvements
|
|
|
12,119 |
|
|
|
9,870 |
|
Less accumulated depreciation and amortization
|
|
|
(584,032 |
) |
|
|
(503,967 |
) |
|
|
|
|
|
|
|
Subtotal
|
|
|
1,010,960 |
|
|
|
990,171 |
|
Construction in progress
|
|
|
70,610 |
|
|
|
52,547 |
|
|
|
|
|
|
|
|
Total property and equipment
|
|
$ |
1,081,570 |
|
|
$ |
1,042,718 |
|
|
|
|
|
|
|
|
16
NEXTEL PARTNERS, INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial
Statements (Continued)
|
|
6. |
NON-CURRENT PORTION OF LONG-TERM DEBT |
|
|
|
|
|
|
|
|
|
|
|
As of | |
|
|
| |
|
|
June 30, | |
|
December 31, | |
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
|
(In thousands) | |
Bank Credit Facility tranche C and D loans,
interest, at our option, calculated on Administrative
Agents alternate base rate or reserve adjusted LIBOR
|
|
$ |
550,000 |
|
|
$ |
700,000 |
|
81/8% Senior
Notes due 2011, net of $0.4 million discount at
June 30, 2005 and December 31, 2004, interest payable
semi-annually in cash and in arrears
|
|
|
474,618 |
|
|
|
474,593 |
|
11/2% Convertible
Senior Notes due 2008, interest payable semi-annually in cash
and in arrears
|
|
|
299,970 |
|
|
|
300,000 |
|
121/2% Senior
Discount Notes due 2009, net discount of $6.4 million and
$7.0 million, respectively
|
|
|
139,819 |
|
|
|
139,296 |
|
11% Senior Notes due 2010, interest payable semi-annually
in cash and in arrears
|
|
|
|
|
|
|
1,157 |
|
Capital leases
|
|
|
15,605 |
|
|
|
17,472 |
|
|
|
|
|
|
|
|
Total non-current portion of long-term debt
|
|
$ |
1,480,012 |
|
|
$ |
1,632,518 |
|
|
|
|
|
|
|
|
On May 23, 2005, OPCO refinanced its existing
$700.0 million tranche C term loan with a new
$550.0 million tranche D term loan. JPMorgan
Chase & Co. acted as Sole Bookrunner and Arranger on
the transaction. The new credit facility includes a
$550.0 million tranche D term loan, a
$100.0 million revolving credit facility and an option to
request an additional $200.0 million of incremental term
loans. Such incremental term loans shall not exceed
$200.0 million or have a final maturity date earlier than
the maturity date for the tranche D term loan. The
tranche D term loan matures on May 31, 2012. The
revolving credit facility will terminate on the last business
day in May falling on or nearest to May 31, 2012. The
incremental term loans, if any, shall mature on the date
specified on the date the respective loan is made, provided that
such maturity date shall not be earlier than the maturity date
for the tranche D term loan. As of June 30, 2005,
$550.0 million of the tranche D term loan was
outstanding and no amounts were outstanding under either the
$100.0 million revolving credit facility or the incremental
term loans. The borrowings under the new term loan were used
along with company funds to repay OPCOs existing
tranche C term loan.
The tranche D term loan bears interest, at our option, at
the administrative agents alternate base rate or
reserve-adjusted LIBOR plus, in each case, applicable margins.
The initial applicable margin for the tranche D term loan
is 1.50% over LIBOR and 0.50% over the base rate. For the
revolving credit facility, the initial applicable margin is
3.00% over LIBOR and 2.00% over the base rate and thereafter
will be determined on the basis of the ratio of total debt to
annualized EBITDA and will range between 1.50% and 3.00% over
LIBOR and between 0.50% and 2.00% over the base rate. As of
June 30, 2005, the interest rate on the tranche D term
loan was 4.83%.
Borrowings under the term loans are secured by, among other
things, a first priority pledge of all assets of OPCO and all
assets of the subsidiaries of OPCO and a pledge of their
respective capital stock. The credit facility contains financial
and other covenants customary for the wireless industry,
including limitations on our ability to incur additional debt or
create liens on assets. The credit facility also contains
covenants requiring that we maintain certain defined financial
ratios. As of June 30, 2005, we were in compliance with all
covenants associated with this credit facility.
17
NEXTEL PARTNERS, INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial
Statements (Continued)
|
|
|
81/8% Senior
Notes Due 2011 |
On June 23, 2003, we issued $450.0 million of
81/8% senior
notes due 2011 in a private placement. We subsequently exchanged
all of the
81/8% senior
notes due 2011 for registered notes having the same financial
terms and covenants as the privately placed notes. Interest
accrues for these notes at the rate of
81/8% per
annum, payable semi-annually in cash in arrears on January 1 and
July 1 of each year, which commenced on January 1,
2004.
On May 19, 2004, we issued an additional $25 million
of
81/8% senior
notes due 2011 under a separate indenture in a private placement
for proceeds of $24.6 million. We subsequently exchanged
all of the
81/8% senior
notes due 2011 for registered notes having the same financial
terms and covenants as the privately placed notes. Interest
accrues for these notes at the rate of
81/8% per
annum, payable semi-annually in cash in arrears on January 1 and
July 1 of each year, which commenced on July 1, 2004.
The
81/8% senior
notes due 2011 represent our senior unsecured obligations and
rank equally in right of payment to our entire existing and
future senior unsecured indebtedness and senior in right of
payment to all of our existing and future subordinated
indebtedness. The
81/8% senior
notes due 2011 are effectively subordinated to (i) all of
our secured obligations, including borrowings under the bank
credit facility, to the extent of assets securing such
obligations and (ii) all indebtedness including borrowings
under the bank credit facility and trade payables, of OPCO. As
of June 30, 2005, we were in compliance with applicable
covenants.
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|
11/2% Convertible
Senior Notes Due 2008 |
In May and June 2003, we issued an aggregate principal amount of
$175.0 million of
11/2% convertible
senior notes due 2008 in private placements. At the option of
the holders, these
11/2% convertible
senior notes due 2008 are convertible into shares of our
Class A common stock at an initial conversion rate of
131.9087 shares per $1,000 principal amount of notes, which
represents a conversion price of $7.58 per share, subject
to adjustment. Interest accrues for these notes at the rate of
11/2% per
annum, payable semi-annually in cash in arrears on May 15 and
November 15 of each year, which commenced on November 15,
2003. We subsequently filed a registration statement with the
SEC to register the resale of the
11/2% convertible
senior notes due 2008 and the shares of our Class A common
stock into which the
11/2% convertible
senior notes due 2008 are convertible.
In addition, in August 2003 we closed a private placement of
$125.0 million of
11/2% convertible
senior notes due 2008. At the option of the holders, these
11/2% convertible
senior notes due 2008 are convertible into shares of our
Class A common stock at an initial conversion rate of
78.3085 shares per $1,000 principal amount of notes, which
represents a conversion price of $12.77 per share, subject
to adjustment. Interest accrues for these notes at the rate of
11/2% per
annum, payable semi-annually in cash in arrears on May 15 and
November 15 of each year, which commenced on November 15,
2003. We subsequently filed a registration statement with the
SEC to register the resale of the
11/2% convertible
senior notes due 2008 and the shares of our Class A common
stock into which the
11/2% convertible
senior notes due 2008 are convertible. As of June 30, 2005,
$30,000 of these
11/2% convertible
senior notes due 2008 had been converted into 2,342 shares
of our Class A common stock.
The
11/2% convertible
senior notes due 2008 represent our senior unsecured
obligations, and rank equally in right of payment to our entire
existing and future senior unsecured indebtedness and senior in
right of payment to all of our existing and future subordinated
indebtedness. The
11/2% convertible
senior notes due 2008 are effectively subordinated to
(i) all of our secured obligations, including borrowings
under the bank credit facility, to the extent of assets securing
such obligations and (ii) all indebtedness, including
borrowings under the bank credit facility and trade payables, of
OPCO.
18
NEXTEL PARTNERS, INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial
Statements (Continued)
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121/2% Senior
Discount Notes Due 2009 |
On December 4, 2001, we issued in a private placement
$225.0 million of
121/2% senior
discount notes due 2009. These notes were issued at a discount
to their aggregate principal amount at maturity and generated
aggregate gross proceeds to us of approximately
$210.4 million. We subsequently exchanged all of these
121/2% senior
discount notes due 2009 for registered notes having the same
financial terms as the privately placed notes. Interest accrues
for these notes at the rate of
121/2% per
annum, payable semi-annually in cash in arrears on May 15 and
November 15, which commenced on May 15, 2002. During
August 2003, we repurchased for cash $11.1 million
(principal amount at maturity) of our
121/2% senior
discount notes due 2009 in open-market purchases. On
December 31, 2003 we completed the redemption of
$67.7 million (principal amount at maturity) of the notes
outstanding with net proceeds from our public offering in
November 2003.
The
121/2% senior
discount notes due 2009 represent our senior unsecured
obligations and rank equally in right of payment to our entire
existing and future senior unsecured indebtedness and senior in
right of payment to all of our existing and future subordinated
indebtedness. The
121/2% senior
discount notes due 2009 are effectively subordinated to
(i) all of our secured obligations, including borrowings
under the bank credit facility, to the extent of assets securing
such obligations and (ii) all indebtedness, including
borrowings under the bank credit facility and trade payables, of
OPCO.
The
121/2% senior
discount notes contain certain covenants that limit, among other
things, our ability to: (i) pay dividends, redeem capital
stock or make certain other restricted payments or investments,
(ii) incur additional indebtedness or issue preferred
equity interests, (iii) merge, consolidate or sell all or
substantially all of our assets, (iv) create liens on
assets, and (v) enter into certain transactions with
affiliates or related persons. As of June 30, 2005, we were
in compliance with applicable covenants.
The
121/2% senior
discount notes are redeemable at our option, in whole or in
part, any time on or after November 15, 2005 in cash at the
redemption price on that date, plus accrued and unpaid interest
and liquidated damages if any, at the date of redemption.
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|
11% Senior Notes Due 2010 |
On March 28, 2005 we sent notice of redemption on our
outstanding 11% senior notes due 2010, representing
approximately $1.2 million aggregate principal amount at
maturity. We used available cash to fund the redemption, which
was consummated on April 29, 2005. Upon completion of the
redemption, the notes were paid in full.
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7. |
COMMITMENTS AND CONTINGENCIES |
On December 5, 2001, a purported class action lawsuit was
filed in the United States District Court for the Southern
District of New York against us, two of our executive officers
and four of the underwriters involved in our initial public
offering. The lawsuit is captioned Keifer v. Nextel
Partners, Inc., et al, No. 01 CV 10945. It
was filed on behalf of all persons who acquired our common stock
between February 22, 2000 and December 6, 2000 and
initially named as defendants us, John Chapple, our president,
chief executive officer and chairman of the board, John D.
Thompson, our chief financial officer and treasurer until August
2003, and the following underwriters of our initial public
offering: Goldman Sachs & Co., Credit Suisse First
Boston Corporation (predecessor of Credit Suisse First Boston
LLC), Morgan Stanley & Co. Incorporated and Merrill
Lynch Pierce Fenner & Smith Incorporated.
Mr. Chapple and Mr. Thompson have been dismissed from
the lawsuit without prejudice. The complaint alleges that the
defendants violated the Securities Act and the Exchange Act by
issuing a registration statement and offering circular that were
false and misleading in that they failed to disclose that:
(i) the defendant underwriters allegedly had solicited and
19
NEXTEL PARTNERS, INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial
Statements (Continued)
received excessive and undisclosed commissions from certain
investors who purchased our common stock issued in connection
with our initial public offering; and (ii) the defendant
underwriters allegedly allocated shares of our common stock
issued in connection with our initial public offering to
investors who allegedly agreed to purchase additional shares of
our common stock at pre-arranged prices. The complaint seeks
rescissionary and/or compensatory damages. We dispute the
allegations of the complaint that suggest any wrongdoing on our
part or by our officers. However, the plaintiffs and the issuing
company defendants, including us, have reached a settlement of
the issues in the lawsuit. The court granted preliminary
approval of the settlement on February 15, 2005, subject to
certain modifications. The proposed settlement, which is not
material to us, is subject to a number of contingencies,
including final approval by the court. We are unable to
determine whether or when a settlement will occur or be
finalized.
On June 8, 2001, a purported class action lawsuit was filed
in the State Court of Fulton County, State of Georgia by Reidy
Gimpelson against us and several other wireless carriers and
manufacturers of wireless telephones. The lawsuit is captioned
Riedy Gimpelson vs. Nokia, Inc., et al, Civil Action
No. 2001-CV-3893. The complaint alleges that the
defendants, among other things, manufactured and distributed
wireless telephones that cause adverse health effects. The
plaintiffs seek compensatory damages, reimbursement for certain
costs including reasonable legal fees, punitive damages and
injunctive relief. The defendants timely removed the case to
Federal court and this case and related cases were consolidated
in the United States District Court for the District of
Maryland. The district court denied plaintiffs motion to
remand the consolidated cases back to their respective state
courts, and, on March 5, 2003, the district court granted
the defendants consolidated motion to dismiss the
plaintiffs claims. The plaintiffs appealed the district
courts remand and dismissal decisions to the United States
Court of Appeals for the Fourth Circuit. On March 16, 2005,
the United States Court of Appeals for the Fourth Circuit
reversed the district courts remand and dismissal
decisions. The Fourth Circuits Order remanded the
Gimpelson case to the State Court of Fulton County, State of
Georgia. On or about April 16, 2005, the Fourth Circuit
denied a motion to reconsider its March 16, 2005 decision.
We dispute the allegations in the complaint, will vigorously
defend against the action in whatever forum it is litigated, and
intend to seek indemnification from the manufacturers of the
wireless telephones if necessary.
On April 1, 2003, a purported class action lawsuit was
filed in the 93rd District Court of Hidalgo County, Texas
against us, Nextel and Nextel West Corp. The lawsuit is
captioned Rolando Prado v. Nextel Communications, et
al, Civil Action No. C-695-03-B. On May 2, 2003, a
purported class action lawsuit was filed in the Circuit Court of
Shelby County for the Thirtieth Judicial District at Memphis,
Tennessee against us, Nextel and Nextel West Corp. The lawsuit
is captioned Steve Strange v. Nextel Communications, et
al, Civil Action No. 01-002520-03. On May 3, 2003,
a purported class action lawsuit was filed in the Circuit Court
of the Second Judicial Circuit in and for Leon County, Florida
against Nextel Partners Operating Corp. d/b/a Nextel Partners
and Nextel South Corp. d/b/a Nextel Communications. The lawsuit
is captioned Christopher Freeman and Susan and Joseph
Martelli v. Nextel South Corp., et al, Civil Action
No. 03-CA1065. On July 9, 2003, a purported class
action lawsuit was filed in Los Angeles Superior Court,
California against us, Nextel, Nextel West, Inc., Nextel of
California, Inc. and Nextel Operations, Inc. The lawsuit is
captioned Nicks Auto Sales, Inc. v. Nextel West,
Inc., et al, Civil Action No. BC298695. On
August 7, 2003, a purported class action lawsuit was filed
in the Circuit Court of Jefferson County, Alabama against us and
Nextel. The lawsuit is captioned Andrea Lewis and Trish
Zruna v. Nextel Communications, Inc., et al, Civil
Action No. CV-03-907. On October 3, 2003, an amended
complaint for a purported class action lawsuit was filed in the
United States District Court for the Western District of
Missouri. The amended complaint named us and Nextel
Communications, Inc. as defendants; Nextel Partners was
substituted for the previous defendant, Nextel West Corp. The
lawsuit is captioned Joseph Blando v. Nextel West Corp.,
et al, Civil Action No. 02-0921 (the Blando
Case). All of these complaints alleged that we, in
conjunction with the other defendants, misrepresented certain
cost-recovery line-item fees as government taxes. Plaintiffs
sought to enjoin such practices and sought a refund of monies
paid by the class based on the alleged
20
NEXTEL PARTNERS, INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial
Statements (Continued)
misrepresentations. Plaintiffs also sought attorneys fees,
costs and, in some cases, punitive damages. We believe the
allegations are groundless. On October 9, 2003, the court
in the Blando Case entered an order granting preliminary
approval of a nationwide class action settlement that
encompasses most of the claims involved in these cases. On
April 20, 2004, the court approved the settlement. On
May 27, 2004, various objectors and class members appealed
to the United States Court of Appeals for the Eighth Circuit. On
February 1, 2005, the appellate court affirmed the
settlement. On February 15, 2005, one of the objectors
petitioned for a rehearing. On March 11, 2005, the Eighth
Circuit denied the petition for rehearing and rehearing en banc.
On March 17, 2005, one of the objectors filed a motion to
stay the mandate for 90 days. The Eighth Circuit denied
that motion on April 1, 2005. On June 2, 2005, that
objector filed with the United States Supreme Court a petition
for writ of certiorari. Distribution of settlement benefits is
stayed until the Supreme Court issues a final order either
dismissing the petition or accepting the petition and resolving
the appeal. In conjunction with the settlement, we recorded an
estimated liability during the third quarter of 2003, which did
not materially impact our financial results.
On December 27, 2004, Dolores Carter and Donald Fragnoli
filed purported class action lawsuits in the Court of Chancery
of the State of Delaware against us, Nextel WIP Corp., Nextel
Communications, Inc., Sprint Corporation, and several of the
members of our board of directors. The lawsuits are captioned
Dolores Carter v. Nextel WIP Corp., et al. and
Donald Fragnoli v. Nextel WIP., et al, Civil Action
No. 955-N. On February 1, 2005, Selena Mintz filed a
purported class action lawsuit in the Court of Chancery of the
State of Delaware against us, Nextel WIP Corp., Nextel
Communications, Inc., Sprint Corporation, and several of the
members of our board of directors. The lawsuit is captioned
Selena Mintz v. John Chapple, et al, Civil Action
No. 1065-N. In all three lawsuits, the plaintiffs seek
declaratory and injunctive relief declaring that the announced
merger transaction between Sprint Corporation and Nextel is an
event that triggers the put right set forth in our restated
certificate of incorporation and directing the defendants to
take all necessary measures to give effect to the rights of our
Class A common stockholders arising therefrom. We believe
that the allegations in the lawsuits to the effect that the
Nextel Partners defendants may take action, or fail to take
action, that harms the interests of our public stockholders are
without merit.
On July 5, 2005, we delivered a Notice Invoking Alternate
Dispute Resolution Process to Nextel and Nextel WIP under the
joint venture agreement dated January 29, 1999 among us,
OPCO and Nextel WIP. In the Notice, we assert that certain
elements of the merger integration process involving Nextel and
Sprint violate several of Nextels and Nextel WIPs
obligations under the joint venture agreement and related
agreements, including, without limitation, the following:
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The changes that Nextel and Sprint recently announced they are
planning to make with respect to branding after the close of the
Sprint-Nextel merger would violate the joint venture agreement
if we cannot use the same brand identity that Nextel will use
after the merger, i.e., the Sprint brand. |
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|
Other operational changes that we believe Nextel and Sprint plan
to implement after the Sprint-Nextel merger (including, without
limitation, changes with respect to marketing and national
accounts) would violate the joint venture agreement. |
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|
The operations of the combined Sprint-Nextel could violate our
exclusivity rights under the joint venture agreement. |
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|
Nextel and Nextel WIP have not complied with their obligation to
permit us to participate in and contribute to discussions
regarding branding and a variety of other operational matters. |
The parties have since agreed that the dispute is eligible to be
resolved by arbitration. A three-member arbitration panel has
been selected, and proceedings are underway. We have asked the
arbitration panel for a preliminary injunction restraining
Nextel and Nextel WIP from taking actions that would violate our
rights under the joint venture agreement. The panel has
scheduled a hearing on August 25, 2005 with respect to our
21
NEXTEL PARTNERS, INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial
Statements (Continued)
request for a preliminary injunction. We cannot predict the
timing or the outcome of the arbitration proceedings. We intend
to pursue our claims against Nextel and Nextel WIP in the
arbitration vigorously.
We are subject to other claims and legal actions that may arise
in the ordinary course of business. We do not believe that any
of these other pending claims or legal actions will have a
material effect on our business, financial position or results
of operations.
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8. |
RELATED PARTY TRANSACTIONS |
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|
Nextel Operating Agreements |
We, our operating subsidiary (OPCO) and Nextel WIP, which
held approximately 31.4% of our outstanding common stock as of
June 30, 2005 and with which one of our directors is
affiliated, entered into a joint venture agreement dated
January 29, 1999. The joint venture agreement, along with
the other operating agreements, defines the relationships,
rights and obligations between the parties and governs the
build-out and operation of our portion of the Nextel Digital
Wireless Network and the transfer of licenses from Nextel WIP to
us. Our roaming agreement with Nextel WIP provides that each
party pays the other companys monthly roaming fees in an
amount based on the actual system minutes used by our respective
customers when they are roaming on the other partys
network. For the three months ended June 30, 2005 and 2004,
we earned $50.8 million and $36.8 million,
respectively, and for the six months ended June 30, 2005
and 2004, we earned $95.6 million and $70.6 million,
respectively, from Nextel customers roaming on our system, which
is included in our service revenues.
During the three months ended June 30, 2005 and 2004, we
incurred charges from Nextel WIP totaling $33.9 million and
$28.7 million, respectively, and for the six months ended
June 30, 2005 and 2004, we incurred charges totaling
$66.8 million and $55.0 million, respectively, for
services such as specified telecommunications switching
services, charges for our customers roaming on Nextels
system and other support costs. The costs for these services are
recorded in cost of service revenues.
During the three and six months ended June 30, 2005 and
2004, Nextel continued to provide certain services to us for
which we paid a fee based on their cost. These services are
limited to Nextel telemarketing and customer care, fulfillment,
activations and billing for the national accounts. For the three
months ended June 30, 2005 and 2004, we were charged
$8.5 million and $4.7 million, respectively, and for
the six months ended June 30, 2005 and 2004, we were
charged $17.3 million and $9.0 million, respectively,
for these services including a royalty fee and a sponsorship fee
for NASCAR. Nextel WIP also provides us access to certain back
office and information systems platforms on an ongoing basis.
For the three months ended June 30, 2005 and 2004, we were
charged $1.8 million and $1.4 million, respectively,
and for the six months ended June 30, 2005 and 2004, we
were charged $3.6 million and $2.6 million,
respectively, for these services. The costs for all of these
services are included in selling, general and administrative
expenses.
In the event of a termination of the joint venture agreement,
Nextel WIP could, under certain circumstances, purchase or be
required to purchase all of our outstanding common stock. In
such event, Nextel WIP, at its option, would be entitled to pay
the purchase price therefore in cash or, subject to meeting
specified requirements, in listed shares of Nextel common stock.
The circumstances that could trigger these rights and
obligations include, without limitation, termination of our
operating agreements with Nextel WIP, a change of control of
Nextel or a failure by us to make certain required changes to
our business. See our Annual Report on Form 10-K for the
year ended December 31, 2004 and our restated certificate
of incorporation for a more detailed description of these
provisions.
In the ordinary course of business, we lease tower space from
American Tower Corporation. One of our directors is a
stockholder and former president, chief executive officer and
chairman of the board of directors
22
NEXTEL PARTNERS, INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial
Statements (Continued)
of American Tower Corporation. During the three months ended
June 30, 2005 and 2004, we paid American Tower Corporation
$3.0 million and $2.5 million, respectively and for
the six months ended June 30, 2005 and 2004, we paid
$6.1 million and $4.9 million, respectively, for these
tower leases.
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9. |
COMPREHENSIVE INCOME (LOSS) |
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For the Three Months | |
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For the Six Months | |
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Ended June 30, | |
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Ended June 30, | |
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| |
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| |
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2005 | |
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2004 | |
|
2005 | |
|
2004 | |
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| |
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| |
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| |
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| |
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|
(In thousands) | |
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|
Net income (loss) attributable to common stockholders (as
reported on Consolidated Condensed Statements of Operations)
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$ |
71,885 |
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|
$ |
(20,498 |
) |
|
$ |
128,417 |
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|
$ |
(16,975 |
) |
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|
Unrealized gain on investments
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27 |
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27 |
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Unrealized gain (loss) on cash flow hedge
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(555 |
) |
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|
1,145 |
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|
Other comprehensive income (loss)
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|
(528 |
) |
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|
|
1,172 |
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|
Comprehensive income (loss), net of tax
|
|
$ |
71,357 |
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|
$ |
(20,498 |
) |
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$ |
129,589 |
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$ |
(16,975 |
) |
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23
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Item 2. |
Managements Discussion and Analysis of Financial
Condition and Results of Operations |
The following is a discussion of our consolidated financial
condition and results of operations of the three and six months
ended June 30, 2005 and 2004. Some statements and
information contained in this Managements Discussion
and Analysis of Financial Condition and Results of
Operations are not historical facts but are
forward-looking statements. For a discussion of these
forward-looking statements and of important factors that could
cause results to differ materially from the forward-looking
statements contained in this report, see
Forward-Looking Statements below.
Please read the following discussion together with our Annual
Report on Form 10-K for the year ended December 31,
2004, along with Selected Consolidated
Financial Data, the consolidated condensed financial
statements and the related notes included elsewhere in this
report.
During the course of preparing our consolidated financial
statements for the year ended December 31, 2004, we
determined that based on clarification from the SEC we did not
comply with the requirements of SFAS No. 13,
Accounting for Leases, and FASB Technical
Bulletin No. 85-3, Accounting for Operating
Leases with Scheduled Rent Increases. Accordingly, we
modified our accounting to recognize rent expense, on a
straight-line basis, over the initial lease term and renewal
periods that are reasonably assured. As the modifications
related solely to accounting treatment, they did not affect our
historical or future cash flow or the timing of payments under
our relevant leases. As such, we restated certain prior periods,
including our previously issued consolidated balance sheet as of
June 30, 2004 and the consolidated statements of operations
for the three and six months ended June 30, 2004. Please
refer to Note 4 to the accompanying consolidated condensed
financial statements for a further discussion of this
restatement. The following discussion reflects the impact of
this restatement.
Overview
We are a FORTUNE 1000 company that provides fully
integrated, wireless digital communications services using the
Nextel brand name in mid-sized and rural markets throughout the
United States. We offer four distinct wireless services in a
single wireless handset. These services include International
and Nationwide Direct Connect, digital cellular voice, short
messaging and cellular Internet access, which provides users
with wireless access to the Internet and an organizations
internal databases as well as other applications, including
e-mail. We hold licenses for wireless frequencies in markets
where approximately 54 million people, or Pops, live and
work. We have constructed and operate a digital mobile network
compatible with the Nextel Digital Wireless Network in targeted
portions of these markets, including 13 of the top 100
metropolitan statistical areas and 56 of the top 200
metropolitan statistical areas in the United States ranked by
population. Our combined Nextel Digital Wireless Network
constitutes one of the largest fully integrated digital wireless
communications systems in the United States, currently covering
297 of the top 300 metropolitan statistical areas in the United
States.
We offer a package of wireless voice and data services under the
Nextel brand name targeted primarily to business users, but with
an increasing retail or consumer presence as well. We currently
offer the following four services, which are fully integrated
and accessible through a single wireless handset:
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digital cellular voice, including advanced calling features such
as speakerphone, conference calling, voicemail, call forwarding
and additional line service; |
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Direct Connect service, the digital walkie-talkie service that
allows customers to instantly connect with business associates,
family and friends without placing a phone call; |
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short messaging, the service that utilizes the Internet to keep
customers connected to clients, colleagues and family with text,
numeric and two-way messaging; and |
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Nextel Online services, which provide customers with
Internet-ready handsets access to the World Wide Web and an
organizations internal database, as well as web-based
applications such as e-mail, address books, calendars and
advanced Java enabled business applications. |
24
As of June 30, 2005, we had approximately 1,805,100 digital
subscribers. Our network provides coverage to approximately
41 million Pops in 31 different states, which include
markets in Alabama, Arkansas, Florida, Georgia, Hawaii, Idaho,
Illinois, Indiana, Iowa, Kentucky, Louisiana, Maryland,
Minnesota, Mississippi, Missouri, Nebraska, New York, North
Dakota, Ohio, Oklahoma, Pennsylvania, South Carolina, South
Dakota, Tennessee, Texas, Virginia, Vermont, West Virginia and
Wisconsin. We also hold licenses in Kansas and Wyoming but
currently do not have any cell sites operational in these states.
During the second quarter of 2005 we continued to focus on our
key financial and operating performance metrics, including
increasing our net income attributable to common stockholders,
growth in subscribers, service revenues, Adjusted EBITDA and net
cash from operating activities, reducing churn and increasing
lifetime revenue per subscriber (LRS).
Accomplishments during the second quarter of 2005, which we
believe are important indicators of our overall performance and
financial well-being, include:
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Increasing our net income attributable to common stockholders
from a loss of $20.5 million for the three months ended
June 30, 2004 to income of $71.9 million for the three
months ended June 30, 2005. |
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Growing our subscriber base approximately 28% in a twelve-month
period by adding approximately 391,100 net new customers to
end the second quarter of 2005 at 1,805,100 subscribers as
compared to 1,414,000 as of June 30, 2004. |
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Growing our service revenues approximately 31% from
$312.2 million for the prior years second quarter to
$410.4 million for second quarter 2005. |
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Increasing Adjusted EBITDA by 58% from $88.2 million for
the three months ended June 30, 2004 to $139.6 million
for the three months ended June 30, 2005. |
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Generating $106.6 million net cash from operating
activities during the second quarter of 2005 compared to
$43.0 million during the second quarter of 2004. |
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Lowering our customer churn rate to 1.3% for the three months
ended June 30, 2005 compared to 1.4% for the same period
ended June 30, 2004. |
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Remaining one of the industry leaders in LRS with an LRS of
$5,231 for the second quarter of 2005 compared to $4,857 for the
second quarter of 2004. |
|
|
|
Refinancing and reducing our senior credit facility and
receiving significant credit rating upgrades, including an
investment grade rating of BBB- from S&P on our credit
facility. |
Please see Selected Consolidated Financial
Data (Unaudited) and Additional
Reconciliations of Non-GAAP Financial Measures (Unaudited)
for more information regarding our use of Adjusted EBITDA and
LRS as non-GAAP financial measures. Our operations are primarily
conducted by OPCO. Substantially all of our assets, liabilities,
operating losses and cash flows are within OPCO and our other
wholly owned subsidiaries.
During the three months ended June 30, 2005, we also
accomplished the following:
|
|
|
|
|
Implemented redesigned customer invoices to improve the look and
feel of the invoice in order to better serve the customers
needs. |
|
|
|
In conjunction with Nextel, launched Group
Connectsm
service, which enables instant group walkie-talkie conversations
nationwide; Nextel WiFi
HotSpotsm
service, which delivers features focused on the remote-access
needs to business travelers; and Mobile Email Enhanced, the
first email service for Java-enabled mobile phones with full
synchronization and a PDA-like feel. |
|
|
|
Introduced the i605, the first rugged Bluetooth-enabled mobile
phone; the i355, an affordable rugged phone that delivers five
distinct ways to stay connected; and the i275 camera phone. |
|
|
|
Opened 12 new company-owned stores bringing the total stores
operating throughout the country to 91 at June 30, 2005. |
25
SELECTED CONSOLIDATED FINANCIAL DATA (Unaudited)
We have summarized below our historical consolidated condensed
financial data as of June 30, 2005 and December 31,
2004 and for the three and six months ended June 30, 2005
and 2004, which are derived from our records.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months | |
|
Six Months | |
|
|
Ended June 30, | |
|
Ended June 30, | |
|
|
| |
|
| |
|
|
2005 | |
|
2004 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
| |
|
|
|
|
(As restated) | |
|
|
|
(As restated) | |
|
|
(In thousands, except per share amounts) | |
Consolidated Statements of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service revenues(1)
|
|
$ |
410,420 |
|
|
$ |
312,232 |
|
|
$ |
789,278 |
|
|
$ |
599,494 |
|
|
Equipment revenues(1)
|
|
|
24,402 |
|
|
|
22,408 |
|
|
|
49,628 |
|
|
|
43,278 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
434,822 |
|
|
|
334,640 |
|
|
|
838,906 |
|
|
|
642,772 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of service revenues (excludes depreciation of $33,694,
$29,581, $66,193 and $59,277, respectively)
|
|
|
103,871 |
|
|
|
88,073 |
|
|
|
202,497 |
|
|
|
172,535 |
|
|
Cost of equipment revenues(1)
|
|
|
46,116 |
|
|
|
40,517 |
|
|
|
90,914 |
|
|
|
77,824 |
|
|
Selling, general and administrative
|
|
|
145,215 |
|
|
|
117,808 |
|
|
|
283,387 |
|
|
|
231,230 |
|
|
Stock-based compensation (primarily selling, general and
administrative related)
|
|
|
121 |
|
|
|
337 |
|
|
|
248 |
|
|
|
554 |
|
|
Depreciation and amortization
|
|
|
41,433 |
|
|
|
36,630 |
|
|
|
82,186 |
|
|
|
73,199 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
336,756 |
|
|
|
283,365 |
|
|
|
659,232 |
|
|
|
555,342 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations
|
|
|
98,066 |
|
|
|
51,275 |
|
|
|
179,674 |
|
|
|
87,430 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net
|
|
|
(24,359 |
) |
|
|
(27,296 |
) |
|
|
(50,226 |
) |
|
|
(58,248 |
) |
|
Interest income
|
|
|
1,010 |
|
|
|
302 |
|
|
|
3,653 |
|
|
|
979 |
|
|
Loss on early retirement of debt
|
|
|
(824 |
) |
|
|
(53,413 |
) |
|
|
(824 |
) |
|
|
(54,971 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income tax provision
|
|
|
73,893 |
|
|
|
(29,132 |
) |
|
|
132,277 |
|
|
|
(24,810 |
) |
Income tax (provision) benefit
|
|
|
(2,008 |
) |
|
|
8,634 |
|
|
|
(3,860 |
) |
|
|
7,835 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to common stockholders
|
|
$ |
71,885 |
|
|
$ |
(20,498 |
) |
|
$ |
128,417 |
|
|
$ |
(16,975 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share attributable to common
stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$ |
0.27 |
|
|
$ |
(0.08 |
) |
|
$ |
0.48 |
|
|
$ |
(0.06 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
$ |
0.23 |
|
|
$ |
(0.08 |
) |
|
$ |
0.42 |
|
|
$ |
(0.06 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
268,676 |
|
|
|
263,052 |
|
|
|
267,892 |
|
|
|
262,725 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
|
311,294 |
|
|
|
263,052 |
|
|
|
309,823 |
|
|
|
262,725 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26
|
|
|
|
|
|
|
|
|
|
|
As of June 30, | |
|
As of December 31, | |
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
|
(In thousands) | |
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, and short-term investments
|
|
$ |
235,435 |
|
|
$ |
264,579 |
|
Property, plant and equipment, net
|
|
|
1,081,570 |
|
|
|
1,042,718 |
|
FCC operating licenses, net
|
|
|
375,633 |
|
|
|
375,470 |
|
Total assets
|
|
$ |
2,029,943 |
|
|
$ |
1,975,699 |
|
Current liabilities
|
|
|
243,353 |
|
|
|
205,659 |
|
Long-term debt
|
|
|
1,480,012 |
|
|
|
1,632,518 |
|
Total stockholders equity
|
|
|
215,388 |
|
|
|
51,315 |
|
Total liabilities and stockholders equity
|
|
$ |
2,029,943 |
|
|
$ |
1,975,699 |
|
|
|
|
|
|
|
|
|
|
|
|
As of June 30, | |
|
As of June 30, | |
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
Other Data:
|
|
|
|
|
|
|
|
|
Covered Pops (millions)
|
|
|
41 |
|
|
|
39 |
|
Subscribers
|
|
|
1,805,100 |
|
|
|
1,414,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months | |
|
Six Months | |
|
|
Ended June 30, | |
|
Ended June 30, | |
|
|
| |
|
| |
|
|
2005 | |
|
2004 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
| |
|
|
|
|
(As restated) | |
|
|
|
(As restated) | |
|
|
(In thousands) | |
Other Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statements of Cash Flows Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash from operating activities
|
|
$ |
106,648 |
|
|
$ |
43,038 |
|
|
$ |
223,862 |
|
|
$ |
80,846 |
|
Net cash from investing activities
|
|
$ |
(31,113 |
) |
|
$ |
19,296 |
|
|
$ |
(68,394 |
) |
|
$ |
(4,839 |
) |
Net cash from financing activities
|
|
$ |
(136,486 |
) |
|
$ |
(49,946 |
) |
|
$ |
(115,333 |
) |
|
$ |
(60,447 |
) |
Adjusted EBITDA(2)
|
|
$ |
139,620 |
|
|
$ |
88,242 |
|
|
$ |
262,108 |
|
|
$ |
161,183 |
|
Net capital expenditures(3)
|
|
$ |
62,310 |
|
|
$ |
32,982 |
|
|
$ |
118,867 |
|
|
$ |
59,021 |
|
|
|
(1) |
Effective July 1, 2003, we adopted EITF Issue
No. 00-21, Accounting for Revenue Arrangements
with Multiple Deliverables, and elected to apply the
provisions prospectively to our existing customer arrangements.
See discussion below for a more detailed description of the
impact of our adoption of this policy. |
|
(2) |
The term EBITDA refers to a financial measure that
is defined as earnings (loss) before interest, taxes,
depreciation and amortization; we use the term Adjusted
EBITDA to reflect that our financial measure also excludes
cumulative effect of change in accounting principle, loss from
disposal of assets, gain (loss) from early retirement of debt
and stock-based compensation. Adjusted EBITDA is commonly used
to analyze companies on the basis of leverage and liquidity.
However, Adjusted EBITDA is not a measure determined under
generally accepted accounting principles, or GAAP, in the United
States of America and may not be comparable to similarly
titled measures reported by other companies. Adjusted EBITDA
should not be construed as a substitute for operating income or
as a better measure of liquidity than cash flow from operating
activities, which are determined in accordance with GAAP. We
have presented Adjusted EBITDA to provide additional information
with respect to our ability to meet future debt service, capital
expenditure and working capital requirements. The following
schedule reconciles |
27
|
|
|
Adjusted EBITDA to net cash from operating activities reported
on our Consolidated Condensed Statements of Cash Flows, which we
believe is the most directly comparable GAAP measure: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months | |
|
Six Months | |
|
|
Ended June 30, | |
|
Ended June 30, | |
|
|
| |
|
| |
|
|
2005 | |
|
2004 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
| |
|
|
|
|
(As restated) | |
|
|
|
(As restated) | |
|
|
(In thousands) | |
Net cash from operating activities (as reported on Consolidated
Condensed Statements of Cash Flows)
|
|
$ |
106,648 |
|
|
$ |
43,038 |
|
|
$ |
223,862 |
|
|
$ |
80,846 |
|
Adjustments to reconcile to Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid interest expense, net of capitalized amount
|
|
|
21,368 |
|
|
|
27,277 |
|
|
|
50,485 |
|
|
|
70,051 |
|
Interest income
|
|
|
(1,010 |
) |
|
|
(302 |
) |
|
|
(3,653 |
) |
|
|
(979 |
) |
Change in working capital and other
|
|
|
12,614 |
|
|
|
18,229 |
|
|
|
(8,586 |
) |
|
|
11,265 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA
|
|
$ |
139,620 |
|
|
$ |
88,242 |
|
|
$ |
262,108 |
|
|
$ |
161,183 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3) |
Net capital expenditures exclude capitalized interest and are
offset by net proceeds from the sale and leaseback transactions
of telecommunication towers and related assets to third parties
accounted for as operating leases. Net capital expenditures as
defined are not a measure determined under GAAP in the United
States of America and may not be comparable to similarly titled
measures reported by other companies. Net capital expenditures
should not be construed as a substitute for capital expenditures
reported on the Consolidated Condensed Statements of Cash Flows,
which is determined in accordance with GAAP. We report net
capital expenditures in this manner because we believe it
reflects the net cash used by us for capital expenditures and to
satisfy the reporting requirements for our debt covenants. The
following schedule reconciles net capital expenditures to
capital expenditures reported on our Consolidated Condensed
Statements of Cash Flows, which we believe is the most directly
comparable GAAP measure: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months | |
|
Six Months | |
|
|
Ended June 30, | |
|
Ended June 30, | |
|
|
| |
|
| |
|
|
2005 | |
|
2004 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
| |
|
|
(In thousands) | |
Capital expenditures (as reported on Consolidated Condensed
Statements of Cash Flows)
|
|
$ |
69,216 |
|
|
$ |
32,651 |
|
|
$ |
138,323 |
|
|
$ |
64,318 |
|
Less: cash paid portion of capitalized interest
|
|
|
(534 |
) |
|
|
(297 |
) |
|
|
(856 |
) |
|
|
(506 |
) |
Less: cash proceeds from sale and lease-back transactions
accounted for as operating leases
|
|
|
(4,021 |
) |
|
|
(390 |
) |
|
|
(4,426 |
) |
|
|
(779 |
) |
Change in capital expenditures accrued or unpaid
|
|
|
(2,351 |
) |
|
|
1,018 |
|
|
|
(14,174 |
) |
|
|
(4,012 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net capital expenditures
|
|
$ |
62,310 |
|
|
$ |
32,982 |
|
|
$ |
118,867 |
|
|
$ |
59,021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional Reconciliations of Non-GAAP Financial Measures
(Unaudited)
The information presented in this report includes financial
information prepared in accordance with GAAP, as well as other
financial measures that may be considered non-GAAP financial
measures. Generally, a non-GAAP financial measure is a numerical
measure of a companys performance, financial position or
cash flows that either excludes or includes amounts that are not
normally excluded or included in the most directly comparable
measure calculated and presented in accordance with GAAP. As
described more fully below, management believes these non-GAAP
measures provide meaningful additional information about our
performance and our ability to service our long-term debt and
other fixed obligations and to fund our
28
continued growth. The non-GAAP financial measures should be
considered in addition to, but not as a substitute for, the
information prepared in accordance with GAAP.
ARPU Average Revenue Per Unit
ARPU is an industry term that measures service revenues per
month from our subscribers divided by the average number of
subscribers in commercial service. ARPU itself is not a
measurement under GAAP in the United States and may not be
similar to ARPU measures of other companies; however, ARPU uses
GAAP measures as the basis for calculation. We believe that ARPU
provides useful information concerning the appeal of our rate
plans and service offerings and our performance in attracting
high value customers. The following schedule reflects the ARPU
calculation and reconciliation of service revenues reported on
the Consolidated Condensed Statements of Operations to service
revenues used for the ARPU calculation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months | |
|
Six Months | |
|
|
Ended June 30, | |
|
Ended June 30, | |
|
|
| |
|
| |
|
|
2005 | |
|
2004 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
| |
|
|
(In thousands, except ARPU) | |
ARPU (without roaming revenues)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service revenues (as reported on Consolidated Condensed
Statements of Operations)
|
|
$ |
410,420 |
|
|
$ |
312,232 |
|
|
$ |
789,278 |
|
|
$ |
599,494 |
|
Adjust: activation fees deferred and recognized for
SAB No. 101
|
|
|
(562 |
) |
|
|
(985 |
) |
|
|
(1,265 |
) |
|
|
(2,024 |
) |
Add: activation fees reclassed for EITF No. 00-21(1)
|
|
|
3,695 |
|
|
|
2,955 |
|
|
|
8,328 |
|
|
|
5,136 |
|
Less: roaming and other revenues
|
|
|
(57,746 |
) |
|
|
(37,702 |
) |
|
|
(106,222 |
) |
|
|
(71,666 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Service revenue for ARPU
|
|
$ |
355,807 |
|
|
$ |
276,500 |
|
|
$ |
690,119 |
|
|
$ |
530,940 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average units (subscribers)
|
|
|
1,740 |
|
|
|
1,364 |
|
|
|
1,705 |
|
|
|
1,318 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ARPU
|
|
$ |
68 |
|
|
$ |
68 |
|
|
$ |
67 |
|
|
$ |
67 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months | |
|
Six Months | |
|
|
Ended June 30, | |
|
Ended June 30, | |
|
|
| |
|
| |
|
|
2005 | |
|
2004 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
| |
|
|
(In thousands, except ARPU) | |
ARPU (including roaming revenues)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service revenues (as reported on Consolidated Condensed
Statements of Operations
|
|
$ |
410,420 |
|
|
$ |
312,232 |
|
|
$ |
789,278 |
|
|
$ |
599,494 |
|
Adjust: activation fees deferred and recognized for
SAB No. 101
|
|
|
(562 |
) |
|
|
(985 |
) |
|
|
(1,265 |
) |
|
|
(2,024 |
) |
Add: activation fees reclassed for EITF No. 00-21(1)
|
|
|
3,695 |
|
|
|
2,955 |
|
|
|
8,328 |
|
|
|
5,136 |
|
Less: other revenues
|
|
|
(6,987 |
) |
|
|
(913 |
) |
|
|
(10,639 |
) |
|
|
(1,090 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Service revenue for ARPU
|
|
$ |
406,566 |
|
|
$ |
313,289 |
|
|
$ |
785,702 |
|
|
$ |
601,516 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average units (subscribers)
|
|
|
1,740 |
|
|
|
1,364 |
|
|
|
1,705 |
|
|
|
1,318 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ARPU
|
|
$ |
78 |
|
|
$ |
77 |
|
|
$ |
77 |
|
|
$ |
76 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Since implementation of EITF Issue No. 00-21,
Accounting for Revenue Arrangements with Multiple
Deliverables, each month we recognize the activation
fees, handset equipment revenues and equipment costs that had
been previously deferred in accordance with Staff Accounting
Bulletin, or SAB, No. 101. Based on EITF Issue
No. 00-21, we now recognize the activation fees that were
formerly deferred and recognized as services revenues as
equipment revenues. |
29
LRS Lifetime Revenue Per Subscriber
LRS is an industry term calculated by dividing ARPU (see above)
by the subscriber churn rate. The subscriber churn rate is an
indicator of subscriber retention and represents the monthly
percentage of the subscriber base that disconnects from service.
Subscriber 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. LRS itself is not a measurement determined under
GAAP in the United States of America and may not be similar to
LRS measures of other companies; however, LRS uses GAAP measures
as the basis for calculation. We believe that LRS is an
indicator of the expected lifetime revenue of our average
subscriber, assuming that churn and ARPU remain constant as
indicated. We also believe that this measure, like ARPU,
provides useful information concerning the appeal of our rate
plans and service offering and our performance in attracting and
retaining high value customers. The following schedule reflects
the LRS calculation:
|
|
|
|
|
|
|
|
|
|
|
Three Months | |
|
|
Ended June 30, | |
|
|
| |
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
ARPU
|
|
$ |
68 |
|
|
$ |
68 |
|
Divided by: churn
|
|
|
1.3 |
% |
|
|
1.4 |
% |
|
|
|
|
|
|
|
Lifetime revenue per subscriber (LRS)
|
|
$ |
5,231 |
|
|
$ |
4,857 |
|
|
|
|
|
|
|
|
In addition, see Notes 2 and 3 above for reconciliations of
Adjusted EBITDA and net capital expenditures as non-GAAP
financial measures.
RESULTS OF OPERATIONS
|
|
|
Three Months Ended June 30, 2005 Compared to Three
Months Ended June 30, 2004 |
Total revenues increased 30% to $434.8 million for the
three months ended June 30, 2005 as compared to
$334.6 million generated in the same period in 2004. This
growth in revenues was due mostly to the increase in our
subscriber base. Subject to the risk and uncertainties described
under Risk Factors and Forward-Looking Statements below, we
expect our revenues to continue to increase as we add more
subscribers and continue to introduce new products and data
services.
For the second quarter of 2005, our ARPU was $68, which was the
same for the second quarter of 2004 (or $78, including roaming
revenues from Nextel, which is an increase of $1 compared to the
second quarter of 2004). We expect to continue to achieve ARPU
levels above the industry average and anticipate our ARPU to be
in the mid to high $60s for the remainder of 2005. Subject to
the risks and uncertainties described under Risk Factors and
Forward-Looking Statements below, we expect to continue the
strong growth of our data services, specifically GPS services,
workforce management tools, navigation tools and wireless
payment solutions. We believe growth in these services and
solutions will continue to enhance our ARPU during the year.
30
The following table illustrates service and equipment revenues
as a percentage of total revenues for the three months ended
June 30, 2005 and 2004 and our ARPU for those periods.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three | |
|
% of | |
|
For the Three | |
|
% of | |
|
2005 vs 2004 | |
|
|
Months Ended | |
|
Consolidated | |
|
Months Ended | |
|
Consolidated | |
|
| |
|
|
June 30, 2005 | |
|
Revenues | |
|
June 30, 2004 | |
|
Revenues | |
|
$ Change | |
|
% Change | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(Dollars in thousands, expect ARPU) | |
Service and roaming revenues
|
|
$ |
410,420 |
|
|
|
94 |
% |
|
$ |
312,232 |
|
|
|
93 |
% |
|
$ |
98,188 |
|
|
|
31 |
% |
Equipment revenues
|
|
|
24,402 |
|
|
|
6 |
% |
|
|
22,408 |
|
|
|
7 |
% |
|
|
1,994 |
|
|
|
9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
$ |
434,822 |
|
|
|
100 |
% |
|
$ |
334,640 |
|
|
|
100 |
% |
|
$ |
100,182 |
|
|
|
30 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ARPU(1)
|
|
$ |
68 |
|
|
|
|
|
|
$ |
68 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
See Selected Consolidated Financial
Data Additional Reconciliations of Non-GAAP
Financial Measures (Unaudited) for more information
regarding our use of ARPU as a non-GAAP financial measure. |
Our primary sources of revenues are service revenues and
equipment revenues. Service revenues increased 31% to
$410.4 million for the three months ended June 30,
2005 as compared to $312.2 million for the same period in
2004. Our service revenues consist of charges to our customers
for airtime usage and monthly network access fees from providing
integrated wireless services within our territory, specifically
digital cellular voice services, Direct Connect services, text
messaging and Nextel Online services. Service revenues also
include roaming revenues from Nextel subscribers using our
portion of the Nextel Digital Wireless Network. Roaming revenues
for the second quarter of 2005 accounted for approximately 12%
of our service revenues, which was the same percentage for the
same period in 2004. Although we continue to see growth in
roaming revenues due to an increase in coverage and on-air cell
sites, we expect roaming revenues as a percentage of our service
revenues to remain flat or decline due to the anticipated
revenue growth that we expect to achieve from our own customer
base.
31
Under EITF Issue No. 00-21, Accounting for Revenue
Arrangements with Multiple Deliverables, we are no
longer required to consider whether a customer is able to
realize utility from the phone in the absence of the undelivered
service. See the notes to consolidated condensed financial
statements included elsewhere in this report for a more detailed
description of this policy. The following table shows the
reconciliation of the reported service revenues, equipment
revenues and cost of equipment revenues to the adjusted amounts
that exclude the adoption of EITF No. 00-21 and
SAB No. 101. We believe the adjusted amounts best
represent the actual service revenues and the actual subsidy on
equipment costs when equipment revenues are netted with cost of
equipment revenues that we use to measure our operating
performance.
|
|
|
|
|
|
|
|
|
|
|
Three Months | |
|
|
Ended June 30, | |
|
|
| |
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
|
(In thousands) | |
Revenues:
|
|
|
|
|
|
|
|
|
Service revenues (as reported on Consolidated Condensed
Statements of Operations)
|
|
$ |
410,420 |
|
|
$ |
312,232 |
|
Previously deferred activation fees recognized
(SAB No. 101)
|
|
|
(562 |
) |
|
|
(985 |
) |
Activation fees to equipment revenues (EITF No. 00-21)
|
|
|
3,695 |
|
|
|
2,955 |
|
|
|
|
|
|
|
|
Total service revenues without SAB No. 101 and EITF
No. 00-21
|
|
$ |
413,553 |
|
|
$ |
314,202 |
|
|
|
|
|
|
|
|
Equipment revenues (as reported on Consolidated Condensed
Statements of Operations)
|
|
$ |
24,402 |
|
|
$ |
22,408 |
|
Previously deferred equipment revenues recognized
(SAB No. 101)
|
|
|
(3,116 |
) |
|
|
(5,285 |
) |
Activation fees from service revenues (EITF No. 00-21)
|
|
|
(3,695 |
) |
|
|
(2,955 |
) |
|
|
|
|
|
|
|
Total equipment revenues without SAB No. 101 and
EITF No. 00-21
|
|
$ |
17,591 |
|
|
$ |
14,168 |
|
|
|
|
|
|
|
|
Cost of equipment revenues (as reported on Consolidated
Condensed Statements of Operations)
|
|
$ |
46,116 |
|
|
$ |
40,517 |
|
Previously deferred cost of equipment revenues recognized
(SAB No. 101)
|
|
|
(3,678 |
) |
|
|
(6,270 |
) |
|
|
|
|
|
|
|
Total cost of equipment revenues without
SAB No. 101 and EITF No. 00-21
|
|
$ |
42,438 |
|
|
$ |
34,247 |
|
|
|
|
|
|
|
|
Equipment revenues reported for the second quarter of 2005 were
$24.4 million as compared to $22.4 million reported
for the same period in 2004, representing an increase of
$2.0 million. Of the $2.0 million increase from 2004
to 2005, $0.8 million was for additional activation fees
recorded as equipment revenues based on EITF No. 00-21 and
$3.4 million was due to growth in our subscriber base
offset by $2.2 million less equipment revenues previously
deferred pursuant to SAB No. 101. Our equipment
revenues consist of revenues received for wireless handsets and
accessories purchased by our subscribers.
Cost of service revenues consists primarily of network operating
costs, which include site rental fees for cell sites and
switches, utilities, maintenance and interconnect and other
wireline transport charges. Cost of service revenues also
includes the amounts we must pay Nextel WIP when our customers
roam onto Nextels portion of the Nextel Digital Wireless
Network. These expenses depend mainly on the number of operating
cell sites, total minutes of use and the mix of minutes of use
between interconnect and Direct Connect. The use of Direct
Connect is more efficient than interconnect and, accordingly,
less costly for us to provide.
For the three months ended June 30, 2005, our cost of
service revenues was $103.9 million as compared to
$88.1 million for the same period in 2004, representing an
increase of $15.8 million, or 18%. The increase in costs
was partially the result of bringing on-air approximately 612
additional cell sites since June 30, 2004. Furthermore, our
number of customers as of June 30, 2005 grew 28% since
June 30, 2004, and we experienced an increase in airtime
usage by our customers, both of which resulted in higher network
operating costs.
32
Compared to second quarter 2004, the average monthly minutes of
use per subscriber increased by 12%, to 845 average monthly
minutes of use per subscriber for the second quarter of 2005
from 754 average monthly minutes of use per subscriber for the
same period in 2004. Our roaming fees paid to Nextel also
increased as our growing subscriber base roamed on Nextels
compatible network.
We expect cost of service revenues to increase as we place more
cell sites in service and the usage of minutes increases as our
customer base grows. However, we expect our cost of service
revenues as a percentage of service revenues and cost per
average minute of use to decrease as economies of scale continue
to be realized. From the second quarter of 2004 to the same
period in 2005, our cost of service revenues as a percentage of
service revenues declined from 28% to 25%.
|
|
|
Cost of Equipment Revenues |
Cost of equipment revenues includes the cost of the subscriber
wireless handsets and accessories sold by us. Our cost of
equipment revenues for the three months ended June 30, 2005
was $46.1 million as compared to $40.5 million for the
same period in 2004, or an increase of $5.6 million. The
increase in costs relates mostly to $8.2 million resulting
from the increased volume of subscribers offset by recognizing
$2.6 million less of equipment costs that were previously
deferred in accordance with SAB No. 101.
Due to the push to talk functionality of our
handsets, the cost of our equipment tends to be higher than that
of our competitors. As part of our business plan, we often offer
our equipment at a discount or as part of a promotion as an
incentive to our customers to commit to contracts for our higher
priced service plans and to compete with the lower priced
competitor handsets. The table below shows that the gross
subsidy (without the effects of SAB No. 101 and EITF
No. 00-21) between equipment revenues and cost of equipment
revenues was a loss of $24.8 million for the three months
ended June 30, 2005 as compared to a loss of
$20.1 million for the same period in 2004. We expect to
continue to employ these discounts and promotions in an effort
to grow our subscriber base. Therefore, for the foreseeable
future, we expect that cost of equipment revenues will continue
to exceed our equipment revenues.
|
|
|
|
|
|
|
|
|
|
|
For the Three Months | |
|
|
Ended June 30, | |
|
|
| |
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
|
(In thousands) | |
Equipment revenues billed
|
|
$ |
17,591 |
|
|
$ |
14,168 |
|
Cost of equipment revenues billed
|
|
|
(42,438 |
) |
|
|
(34,247 |
) |
|
|
|
|
|
|
|
Total gross subsidy for equipment
|
|
$ |
(24,847 |
) |
|
$ |
(20,079 |
) |
|
|
|
|
|
|
|
|
|
|
Selling, General and Administrative Expenses |
Selling, general and administrative expenses consist of sales
and marketing expenses and general and administrative costs as
described below. For the three months ended June 30, 2005,
selling, general and administrative expenses were
$145.2 million compared to $117.8 million for the same
period in 2004, representing an increase of $27.4 million,
or 23%.
Sales and marketing expenses for the three months ended
June 30, 2005 were $55.4 million, an increase of
$6.3 million, or 13%, from second quarter 2004 due to the
following:
|
|
|
|
|
$7.1 million increase in commissions, commission bonuses
and residuals paid to account representatives and the indirect
sales channel; |
|
|
|
$0.6 million increase in facility and lease costs primarily
for the additional retail stores put in operation in the second
quarter of 2005; offset by |
|
|
|
$1.4 million decrease in advertising and media expenses,
which we expect to spend in the third and fourth quarters. |
33
General and administrative costs include costs associated with
customer care center operations and service and repair for
customer handsets along with corporate personnel including
billing, collections, legal, finance, human resources and
information technology. For the three months ended June 30,
2005, general and administrative costs were $89.8 million,
an increase of $21.1 million, or 31%, compared to the same
period in 2004 due to the following:
|
|
|
|
|
$11.1 million increase in expenses for service and repair,
billing, collection and customer retention expenses, including
handset upgrades to support a larger and growing customer base; |
|
|
|
$8.4 million increase in support of our information
systems, facilities and corporate expenses, including
approximately $1.2 million in expenses incurred in
conjunction with the put process and legal proceedings with
Nextel and Nextel WIP (see our Annual Report on Form 10-K
for the year ended December 31, 2004, Note 7 to the
accompanying consolidated condensed financial statements and
Part II, Item 1 below for additional
information); and |
|
|
|
$1.6 million increase due to hiring additional staff and
operating expenses to support our growing customer base and
related activities in Las Vegas, Nevada and Panama City Beach,
Florida. |
As we continue to grow our customer base and expand our
operations, we expect our sales and marketing expenses and
general and administrative costs to continue to increase.
|
|
|
Stock-Based Compensation Expense |
For the three months ended June 30, 2005 we recorded a
non-cash stock-based compensation expense associated with our
grants of restricted stock and employee stock options of
approximately $121,000 and $337,000, respectively. We expect
stock-based compensation expense to increase upon our mandatory
adoption of SFAS No. 123R, which was recently deferred
to January 1, 2006. See Recently Issued Accounting
Pronouncements in the notes to consolidated condensed
financial statements included elsewhere in this report for
additional information regarding SFAS No. 123R.
|
|
|
Depreciation and Amortization Expense |
For the second quarter ended June 30, 2005, our
depreciation and amortization expense was $41.4 million
compared to $36.6 million for the same period in 2004,
representing an increase of 13%. The $4.8 million increase
in depreciation and amortization expense was due to adding
approximately 612 cell sites since June 30, 2004. We also
acquired furniture and equipment for the expansion of our
existing customer call center in Panama City Beach, Florida,
which became operational during third quarter 2004 and 42 new
company-owned stores since June 30, 2004. We expect
depreciation and amortization to continue to increase due to
additional cell sites we plan to place in service along with
furniture and equipment for new company-owned stores.
|
|
|
Interest Expense and Interest Income |
Interest expense, net of capitalized interest, declined
$2.9 million, or 11%, from $27.3 million for the
three-month period ended June 30, 2004 to
$24.4 million for the three-month period ended
June 30, 2005. This decline was due mostly to the debt
reduction activity related to our repurchase for cash of our
14% senior discount notes due 2009 and 11% senior
notes due 2010 and the refinance of our credit facility. In
addition, for our interest rate swap agreements we recorded
non-cash fair market value gains of approximately
$0.5 million and $1.0 million for the three months
ended June 30, 2005 and 2004, respectively.
For the three months ended June 30, 2005, interest income
was $1.0 million compared to $302,000 for the same period
in 2004. The increase was due mostly to improved rates of return
as well as a larger investment portfolio.
34
|
|
|
Loss on Early Retirement of Debt |
For the three months ended June 30, 2005, we recorded
approximately $824,000 loss on early retirement of debt
representing approximately $64,000 premium paid to repurchase
for cash our remaining 11% senior notes due 2010 and
write-off of approximately $760,000 of deferred financing costs
for the 11% senior notes due 2010 and the tranche C
term loan of the credit facility that was refinanced in May
2005. For the three months ended June 30, 2004, we recorded
a $53.4 million loss on early retirement of debt
representing a $43.8 million premium paid to repurchase for
cash our 11% senior notes due 2010 and $9.6 million
for write-off of deferred financing costs for the
11% senior notes due 2010 and the tranche B term loan
of the credit facility that was refinanced in May 2004.
|
|
|
Income Tax (Provision) Benefit |
As a result of adopting SFAS 142, we record a non-cash
income tax provision. See the notes to consolidated condensed
financial statements included elsewhere in this report for a
more detailed description of this policy. During the three
months ended June 30, 2005 and 2004, we recorded a deferred
income tax provision relating to our FCC licenses of
$2.0 million and a benefit of $8.6 million,
respectively. Our interim period tax provision (or benefit) is
calculated as the estimated annual effective tax rate applied to
the quarter-to-date income. The increase in tax expense over the
prior year is a result of the fact that our net income is higher
compared with the same period in the prior year. Other than the
AMT deferred tax asset, we have continued to record a full
valuation allowance on our net deferred tax assets through
June 30, 2005, given cumulative losses in recent years. We
believe sufficient positive evidence, predominately taxable
income over a cumulative period, may emerge in the third quarter
which could support a conclusion that some or all of the
valuation allowance may not be necessary during the third
quarter of 2005. If we reverse the valuation allowance, we will
begin to record income tax expense at the statutory rate but we
do not expect to pay cash taxes, except for AMT, for several
years.
During the three months ended June 30, 2005 we recorded a
current income tax provision of $0.9 million for AMT, which
was offset by a corresponding credit to deferred income tax
provision of $0.9 million to account for the tax benefit of
credit carryforwards related to taxes paid under AMT. We expect
to continue to incur a minimal amount of AMT for the remainder
of 2005.
|
|
|
Net Income (Loss) Attributable to Common Stockholders |
For the three months ended June 30, 2005, we had a net
income attributable to common stockholders of approximately
$71.9 million compared to a net loss attributable to common
stockholders of $20.5 million for the same period in 2004,
representing an improvement of $92.4 million. We expect to
continue generating positive net income for the remainder of
2005.
|
|
|
Six Months Ended June 30, 2005 Compared to Six Months
Ended June 30, 2004 |
Total revenues increased 31% to $838.9 million for the six
months ended June 30, 2005 as compared to
$642.8 million generated in the same period in 2004. This
growth in revenues was due mostly to the increase in our
subscriber base. For the first half of 2005, our ARPU was $67,
which was the same for the first half of 2004 (or $77, including
roaming revenues from Nextel, which is an increase of $1
compared to the first half of 2004).
35
The following table illustrates service and equipment revenues
as a percentage of total revenues for the six months ended
June 30, 2005 and 2004 and our ARPU for those periods.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Six | |
|
% of | |
|
For the Six | |
|
% of | |
|
2005 vs 2004 | |
|
|
Months Ended | |
|
Consolidated | |
|
Months Ended | |
|
Consolidated | |
|
| |
|
|
June 30, 2005 | |
|
Revenues | |
|
June 30, 2004 | |
|
Revenues | |
|
$ Change | |
|
% Change | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(Dollars in thousands, expect ARPU) | |
Service and roaming revenues
|
|
$ |
789,278 |
|
|
|
94 |
% |
|
$ |
599,494 |
|
|
|
93 |
% |
|
$ |
189,784 |
|
|
|
32 |
% |
Equipment revenues
|
|
|
49,628 |
|
|
|
6 |
% |
|
|
43,278 |
|
|
|
7 |
% |
|
|
6,350 |
|
|
|
15 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
$ |
838,906 |
|
|
|
100 |
% |
|
$ |
642,772 |
|
|
|
100 |
% |
|
$ |
196,134 |
|
|
|
31 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ARPU(1)
|
|
$ |
67 |
|
|
|
|
|
|
$ |
67 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
See Selected Consolidated Financial
Data Additional Reconciliations of Non-GAAP
Financial Measures (Unaudited) for more information
regarding our use of ARPU as a non-GAAP financial measure. |
Service revenues increased 32% to $789.3 million for the
six months ended June 30, 2005 as compared to
$599.5 million for the same period in 2004. Roaming
revenues for the first half of 2005 accounted for approximately
12% of our service revenues, which was the same percentage for
the same period in 2004.
The following table shows the reconciliation of the reported
service revenues, equipment revenues and cost of equipment
revenues to the adjusted amounts that exclude the adoption of
EITF No. 00-21 and SAB No. 101.
|
|
|
|
|
|
|
|
|
|
|
Six Months | |
|
|
Ended June 30, | |
|
|
| |
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
|
(In thousands) | |
Revenues:
|
|
|
|
|
|
|
|
|
Service revenues (as reported on Consolidated Condensed
Statements of Operations)
|
|
$ |
789,278 |
|
|
$ |
599,494 |
|
Previously deferred activation fees recognized
(SAB No. 101)
|
|
|
(1,265 |
) |
|
|
(2,024 |
) |
Activation fees to equipment revenues (EITF No. 00-21)
|
|
|
8,328 |
|
|
|
5,136 |
|
|
|
|
|
|
|
|
Total service revenues without SAB No. 101 and EITF
No. 00-21
|
|
$ |
796,341 |
|
|
$ |
602,606 |
|
|
|
|
|
|
|
|
Equipment revenues (as reported on Consolidated Condensed
Statements of Operations)
|
|
$ |
49,628 |
|
|
$ |
43,278 |
|
Previously deferred equipment revenues recognized
(SAB No. 101)
|
|
|
(6,959 |
) |
|
|
(10,980 |
) |
Activation fees from service revenues (EITF No. 00-21)
|
|
|
(8,328 |
) |
|
|
(5,136 |
) |
|
|
|
|
|
|
|
Total equipment revenues without SAB No. 101 and
EITF No. 00-21
|
|
$ |
34,341 |
|
|
$ |
27,162 |
|
|
|
|
|
|
|
|
Cost of equipment revenues (as reported on Consolidated
Condensed Statements of Operations)
|
|
$ |
90,914 |
|
|
$ |
77,824 |
|
Previously deferred cost of equipment revenues recognized
(SAB No. 101)
|
|
|
(8,224 |
) |
|
|
(13,004 |
) |
|
|
|
|
|
|
|
Total cost of equipment revenues without
SAB No. 101 and EITF No. 00-21
|
|
$ |
82,690 |
|
|
$ |
64,820 |
|
|
|
|
|
|
|
|
Equipment revenues reported for the first half of 2005 were
$49.6 million as compared to $43.3 million reported
for the same period in 2004, representing an increase of
$6.4 million. Of the $6.4 million increase from 2004
to 2005, $3.2 million was for additional activation fees
recorded as equipment revenues based on EITF No. 00-21 and
$7.2 million was due to growth in our subscriber base
offset by $4.0 million less equipment revenues previously
deferred pursuant to SAB No. 101.
36
For the six months ended June 30, 2005, our cost of service
revenues was $202.5 million as compared to
$172.5 million for the same period in 2004, representing an
increase of $30.0 million, or 17%. The increase in costs
was partially the result of bringing on-air approximately 612
additional cell sites since June 30, 2004. Furthermore, our
number of customers as of June 30, 2005 grew 28% since
June 30, 2004, and we experienced an increase in airtime
usage by our customers, both of which resulted in higher network
operating costs. Compared to the first half of 2004, the average
monthly minutes of use per subscriber increased by 11%, to 810
average monthly minutes of use per subscriber for the first half
of 2005 from 729 average monthly minutes of use per subscriber
for the same period in 2004. Our roaming fees paid to Nextel
also increased as our growing subscriber base roamed on
Nextels compatible network. From the first half of 2004 to
the same period in 2005, our cost of service revenues as a
percentage of service revenues declined from 29% to 26%.
|
|
|
Cost of Equipment Revenues |
Our cost of equipment revenues for the six months ended
June 30, 2005 was $90.9 million as compared to
$77.8 million for the same period in 2004, or an increase
of $13.1 million. The increase in costs relates mostly to
$17.9 million from the increased volume of subscribers
offset by recognizing $4.8 million less of equipment costs
that were previously deferred in accordance with
SAB No. 101.
The table below shows that the gross subsidy (without the
effects of SAB No. 101 and EITF No. 00-21)
between equipment revenues and cost of equipment revenues was a
loss of $48.3 million for the six months ended
June 30, 2005 as compared to a loss of $37.7 million
for the same period in 2004.
|
|
|
|
|
|
|
|
|
|
|
For the Six Months | |
|
|
Ended June 30, | |
|
|
| |
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
|
(In thousands) | |
Equipment revenues billed
|
|
$ |
34,341 |
|
|
$ |
27,162 |
|
Cost of equipment revenues billed
|
|
|
(82,690 |
) |
|
|
(64,820 |
) |
|
|
|
|
|
|
|
Total gross subsidy for equipment
|
|
$ |
(48,349 |
) |
|
$ |
(37,658 |
) |
|
|
|
|
|
|
|
|
|
|
Selling, General and Administrative Expenses |
For the six months ended June 30, 2005, selling, general
and administrative expenses were $283.4 million compared to
$231.2 million for the same period in 2004, representing an
increase of $52.2 million, or 23%. The increase was due to
implementing sales and marketing activities, including
increasing commissions, to grow our customer base and operating
costs for 42 additional company-owned stores opened since
June 30, 2004, along with billing, collections, customer
retention, customer care and service and repair costs to support
a larger and growing customer base. In addition, expenses for
the six months ended June 30, 2005 included approximately
$1.2 million in costs incurred in conjunction with the put
process and legal proceedings with Nextel and Nextel WIP (see
our Annual Report on Form 10-K for the year ended
December 31, 2004, Note 7 to the accompanying
consolidated condensed financial statements and Part II,
Item 1 below for additional information).
|
|
|
Stock-Based Compensation Expense |
For the six months ended June 30, 2005 we recorded a
non-cash stock-based compensation expense associated with our
grants of restricted stock and employee stock options of
approximately $248,000 and $554,000, respectively.
|
|
|
Depreciation and Amortization Expense |
For the six months ended June 30, 2005, our depreciation
and amortization expense was $82.2 million compared to
$73.2 million for the same period in 2004, representing an
increase of 12%. The $9.0 million increase was due to
adding approximately 612 cell sites since June 30, 2004,
along with furniture and
37
equipment for the expansion of our existing customer call center
in Panama City Beach, Florida and new company-owned stores.
|
|
|
Interest Expense and Interest Income |
Interest expense, net of capitalized interest, declined
$8.0 million, or 14%, from $58.2 million for the
six-month period ended June 30, 2004 to $50.2 million
for the six-month period ended June 30, 2005. This decline
was due mostly to the debt reduction activity related to our
repurchase for cash of our 14% senior discount notes due
2009 and 11% senior notes due 2010 and the refinance of our
credit facility. In addition, for our interest rate swap
agreements we recorded non-cash fair market value gains of
approximately $1.1 million and $2.1 million for the
six months ended June 30, 2005 and 2004, respectively.
For the six months ended June 30, 2005, interest income was
$3.7 million compared to $979,000 for the same period in
2004. The increase was due mostly to improved rates of return as
well as a larger investment portfolio.
|
|
|
Loss on Early Retirement of Debt |
For the six months ended June 30, 2005, we recorded
approximately $824,000 loss on early retirement of debt
representing approximately $64,000 premium paid to repurchase
for cash our remaining 11% senior notes due 2010 and
write-off of approximately $760,000 of deferred financing costs
for the 11% senior notes due 2010 and the tranche C
term loan of the credit facility that was refinanced in May
2005. For the six months ended June 30, 2004, we recorded a
$55.0 million loss on early retirement of debt representing
a $45.2 million premium paid to repurchase for cash our
11% senior notes due 2010 and $9.8 million for
write-off of deferred financing costs for the 14% senior
discount notes due 2009, the 11% senior notes due 2010 and
the tranche B term loan of the credit facility that was
refinanced in May 2004.
|
|
|
Income Tax (Provision) Benefit |
During the six months ended June 30, 2005 and 2004, we
recorded a deferred income tax provision relating to our FCC
licenses of $3.9 million and a benefit of
$7.8 million, respectively. The increase in tax expense
over the prior year was a result of the fact that our net income
was higher compared with the same period in the prior year.
During the six months ended June 30, 2005 we recorded a
current income tax provision of $2.0 million for AMT, which
was offset by a corresponding credit to deferred income tax
provision of $2.0 million to account for the tax benefit of
credit carryforwards related to taxes paid under AMT.
|
|
|
Net Income (Loss) Attributable to Common Stockholders |
For the six months ended June 30, 2005, we had a net income
attributable to common stockholders of approximately
$128.4 million compared to a net loss attributable to
common stockholders of $17.0 million for the same period in
2004, representing an improvement of $145.4 million. The
$17.0 million net loss included a $55.0 million loss
on early retirement of debt.
|
|
|
Liquidity and Capital Resources |
As of June 30, 2005, our cash and cash equivalents and
short-term investments balance was approximately
$235.4 million, a decrease of $29.2 million compared
to the balance of $264.6 million as of December 31,
2004 and an increase of $13.0 million compared to the
balance of $222.4 million as of June 30, 2004. In
addition, we had access to an undrawn line of credit of
$100.0 million for a total liquidity position of
$335.4 million as of June 30, 2005. The
$29.2 million decrease in our liquidity position from
December 31, 2004 was in part a result of additional
capital spending and debt repayments offset by positive cash
from operating activities and stock options exercised.
38
|
|
|
Statement of Cash Flows Discussion |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Six Months | |
|
|
|
|
|
|
Ended June 30, | |
|
|
|
|
|
|
| |
|
|
|
|
|
|
2005 | |
|
2004 | |
|
$ Change | |
|
% Change | |
|
|
| |
|
| |
|
| |
|
| |
|
|
(Dollars in thousands) | |
Net cash from operating activities
|
|
$ |
223,862 |
|
|
$ |
80,846 |
|
|
$ |
143,016 |
|
|
|
177 |
% |
Net cash from investing activities
|
|
$ |
(68,394 |
) |
|
$ |
(4,839 |
) |
|
$ |
(63,555 |
) |
|
|
n/m |
|
Net cash from financing activities
|
|
$ |
(115,333 |
) |
|
$ |
(60,447 |
) |
|
$ |
(54,886 |
) |
|
|
91 |
% |
n/m not meaningful
For the six months ended June 30, 2005, we generated
$223.8 million in cash from operating activities as
compared to $80.8 million in cash for the same period in
2004. The $143.0 million increase in funds from operating
activities was due to the following:
|
|
|
|
|
a $110.8 million increase in income generated from
operating activities, excluding changes in current assets and
liabilities; |
|
|
|
a $3.6 million decrease in our on-hand subscriber equipment
inventory and other current assets; and |
|
|
|
a $45.6 million increase in accounts payable and other
current liabilities and advances to Nextel WIP due to the timing
of payments; offset by |
|
|
|
a $17.0 million increase in our accounts receivable balance
from customers due to the growth in number of subscribers. |
Net cash used from investing activities for the six months ended
June 30, 2005 was $68.4 million compared to
$4.8 million for the same period in 2004. The
$63.6 million increase in net cash used from investing
activities was primarily due to:
|
|
|
|
|
a $74.0 million increase in capital expenditures; offset by |
|
|
|
a $2.4 million decrease in FCC licenses acquired; and |
|
|
|
a $243.7 million decrease in purchases of short-term
investments offset by a $235.7 decrease in cash proceeds from
the sale and maturities of short-term investments. |
Net cash used from financing activities for the six months ended
June 30, 2005 totaled $115.3 million compared to
$60.4 million used in the same period in 2004. The
$54.9 million increase in net cash used from financing
activities was due to:
|
|
|
|
|
a $499.0 million decrease in proceeds from refinancing the
credit facility and issuing $25.0 million of
81/8% senior
notes due 2011 in May 2004; offset by |
|
|
|
a $26.4 million increase in proceeds from stock options
exercised and employee purchases of stock; |
|
|
|
a $3.6 million increase in proceeds from sale lease-back
transactions; |
|
|
|
a $412.0 million increase from cash used in 2004 for
redemption of the remainder of our outstanding 14% senior
discount notes due 2009 and repurchase for cash in open-market
purchases of our 11% senior notes due 2010; and |
|
|
|
a $2.1 million decline in debt and equity issuance costs. |
|
|
|
Capital Needs and Funding Sources |
Our primary liquidity needs arise from the capital requirements
necessary to expand and enhance coverage in our existing markets
that are part of the Nextel Digital Wireless Network. Other
liquidity needs include the future acquisition of additional
frequencies, the installation of new or additional switch
equipment, the introduction of new technology and services, and
debt service requirements related to our long-term debt
39
and capital leases. Without limiting the foregoing, we expect
capital expenditures to include, among other things, the
purchase of switches, base radios, transmission towers and
antennae, radio frequency engineering, cell site construction,
and information technology software and equipment.
Based on our ten-year operating and capital plan, we believe
that our cash flow from operations, existing cash and cash
equivalents, short-term investments and access to our line of
credit, as necessary, will provide sufficient funds for the
foreseeable future to finance our capital needs and working
capital requirements to build out and maintain our portion of
the Nextel Digital Wireless Network using the current
800 MHz iDEN system as well as provide the necessary funds
to acquire any additional FCC licenses required to operate the
current 800 MHz iDEN system.
To the extent we are not able to continue to generate positive
cash from operating activities, we will be required to use more
of our available liquidity to fund operations or we would
require additional financing. We may be unable to raise
additional capital on acceptable terms, if at all. Furthermore,
our ability to generate positive cash from operating activities
is dependent upon the amount of revenue we receive from
customers, operating expenses required to provide our service,
the cost of acquiring and retaining customers and our ability to
continue to grow our customer base.
Additionally, to the extent we decide to expand our digital
wireless network or deploy next generation technologies, we may
require additional financing to fund these projects. In the
event that additional financing is necessary, such financing may
not be available to us on satisfactory terms, if at all, for a
number of reasons, including, without limitation, restrictions
in our debt instruments on our ability to raise additional
funds, conditions in the economy generally and in the wireless
communications industry specifically, and other factors that may
be beyond our control. To the extent that additional capital is
raised through the sale of equity or securities convertible into
equity, the issuance of such securities could result in dilution
of our stockholders.
The following table provides details regarding our contractual
obligations subsequent to June 30, 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due by Period | |
|
|
| |
|
|
Remainder | |
|
|
Contractual Obligations |
|
of 2005 | |
|
2006 | |
|
2007 | |
|
2008 | |
|
2009 | |
|
Thereafter | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(In thousands) | |
Long-term debt
|
|
$ |
|
|
|
$ |
|
|
|
$ |
4,125 |
|
|
$ |
305,470 |
|
|
$ |
151,750 |
|
|
$ |
1,009,875 |
|
|
$ |
1,471,220 |
|
Interest on long-term debt(1)
|
|
|
54,318 |
|
|
|
92,770 |
|
|
|
94,310 |
|
|
|
94,615 |
|
|
|
90,453 |
|
|
|
148,685 |
|
|
|
575,151 |
|
Operating leases
|
|
|
49,974 |
|
|
|
83,342 |
|
|
|
68,876 |
|
|
|
57,349 |
|
|
|
46,279 |
|
|
|
57,813 |
|
|
|
363,633 |
|
Capital lease obligations(2)
|
|
|
2,613 |
|
|
|
5,227 |
|
|
|
5,227 |
|
|
|
5,227 |
|
|
|
5,227 |
|
|
|
|
|
|
|
23,521 |
|
Purchase obligations(3)
|
|
|
1,000 |
|
|
|
292 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,292 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total contractual obligations
|
|
$ |
107,905 |
|
|
$ |
181,631 |
|
|
$ |
172,538 |
|
|
$ |
462,661 |
|
|
$ |
293,709 |
|
|
$ |
1,216,373 |
|
|
$ |
2,434,817 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Includes interest on swaps of approximately ($102,000) and
($1,008,000) for the remainder of 2005 and 2006, respectively.
These amounts include estimated payments based on
managements expectation as to future interest rates. |
|
(2) |
Includes interest. |
|
(3) |
Included in the Purchase obligations caption above
are minimum amounts due under our most significant agreements
for telecommunication services required for back-office support.
Amounts actually paid under some of these agreements may be
higher due to variable components of these agreements. In
addition to the amounts reflected in the table, we expect to pay
significant amounts to Motorola for infrastructure, handsets and
related services in future years. Potential amounts payable to
Motorola are not shown above due to the uncertainty surrounding
the timing and extent of these payments. See notes to the
consolidated condensed financial statements appearing elsewhere
in this Quarterly Report on Form 10-Q and notes to the
consolidated financial statements in our Annual Report on
Form 10-K for the year ended December 31, 2004 for
amounts paid to Motorola. |
40
To date, third-party financing activities and cash flow from
operations have provided all of our funding. Refer to our Annual
Report on Form 10-K for the year ended December 31,
2004 for additional information on our sources of funding,
including our refinancing activities.
On March 28, 2005 we sent notice of redemption on the
outstanding 11% senior notes due 2010, representing
approximately $1.2 million aggregate principal amount at
maturity. We used available cash to fund the redemption, which
was consummated on April 29, 2005. Upon completion of the
redemption, the notes were paid in full.
On May 23, 2005 we refinanced our existing
$700.0 million tranche C term loan with a new
$550.0 million tranche D term loan. The borrowings
under the new term loan were used along with available funds to
repay the existing tranche C term loan. The new term loan
will bear interest at LIBOR plus 1.50% compared with an interest
rate of LIBOR plus 2.50% under the tranche C term loan. The
tranche D term loan has a maturity date of May 31,
2012.
As discussed in more detail in our Annual Report on
Form 10-K for the year ended December 31, 2004, if we
fail to satisfy the financial covenants and other requirements
contained in our credit facility and the indentures governing
our outstanding notes, our debts could become immediately
payable at a time when we are unable to pay them, which could
adversely affect our liquidity and financial condition.
In the future, we may opportunistically engage in additional
debt-for-equity exchanges or repurchase additional outstanding
notes for cash if the financial terms are sufficiently
attractive.
|
|
|
Off-Balance Sheet Arrangements |
The SEC requires registrants to disclose off-balance sheet
arrangements. As defined by the SEC, an off-balance sheet
arrangement includes any contractual obligation, agreement or
transaction arrangement involving an unconsolidated entity under
which a company 1) has made guarantees, 2) has a
retained or a contingent interest in transferred assets,
3) has an obligation under derivative instruments
classified as equity, or 4) has any obligation arising out
of a material variable interest in an unconsolidated entity that
provides financing, liquidity, market risk or credit risk
support to the company, or that engages in leasing, hedging or
research and development services with the company.
We have examined our contractual obligation structures that may
potentially be impacted by this disclosure requirement and have
concluded that no arrangements of the types described above
exist with respect to our company.
|
|
|
Critical Accounting Policies |
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States
requires estimates and assumptions that affect the reported
amounts of assets and liabilities, revenues and expenses, and
related disclosures of contingent assets and liabilities in the
consolidated condensed financial statements and accompanying
notes included elsewhere in this Quarterly Report on
Form 10-Q. The SEC has defined a companys most
critical accounting policies as the ones that are most important
to the portrayal of the companys financial condition and
results of operations, and which require the company to make its
most difficult and subjective judgments, often as a result of
the need to make estimates of matters that are inherently
uncertain. For additional information, see the notes to
consolidated condensed financial statements included elsewhere
in this Quarterly Report on Form 10-Q and also please refer
to our Annual Report on Form 10-K for the year ended
December 31, 2004 for a more detailed discussion of our
critical accounting policies. Although we believe that our
estimates and assumptions are reasonable, they are based upon
information presently available. Actual results may differ
significantly from these estimates under different assumptions
or conditions. During the three months ended June 30, 2005,
we did not make any material changes in or to our critical
accounting policies.
41
|
|
|
Recently Issued Accounting Pronouncements |
See Note 3 Significant Accounting
Policies in the notes to consolidated condensed financial
statements included elsewhere in this Quarterly Report on
Form 10-Q for a full description of recently issued
accounting pronouncements.
|
|
|
Related Party Transactions |
See Note 8 Related Party
Transactions in the notes to consolidated condensed
financial statements included elsewhere in this Quarterly Report
on Form 10-Q for a full description of our related party
transactions.
RISK FACTORS
The following risk factors and other information included in
this Quarterly Report on Form 10-Q should be carefully
considered. The risks and uncertainties described below are not
the only ones we face. Additional risks and uncertainties not
presently known to us or that we currently deem immaterial also
may impair our business operations. Please see our Annual Report
on Form 10-K for the year ended December 31, 2004 for
a detailed description of additional risks and uncertainties
that we face. If any of those risks were to occur, our business,
operating results and financial condition could be seriously
harmed.
|
|
|
Our company faces uncertainty in connection with the
Sprint-Nextel merger. |
Since the launch of our company in 1999, our principal business
focus has been to provide our customers, through our affiliation
with Nextel, with seamless nationwide coverage on the entire
Nextel Digital Wireless Network under the Nextel brand and
utilizing the Nextel iDEN technology. When the Sprint-Nextel
merger closes, Nextel may alter its business focus and may have
conflicts of interest with us that would not exist in the
absence of the merger. In this regard, Sprint and Nextel have
already disclosed plans that we believe breach our joint venture
agreements with Nextel and Nextel WIP. As described under
Note 7 to the accompanying consolidated condensed financial
statements and Part II, Item 1 below, Nextel Partners
has commenced legal proceedings against Nextel and Nextel WIP in
an effort to prevent them from taking actions that could harm
our business in violation of our agreements. We cannot predict
the timing or the outcome of these legal proceedings. These
developments create substantial uncertainty for our company and
are outside our control. We cannot predict the effect on our
company of these changes or the timing of any potential impact.
We cannot assure you that these developments will not have a
material adverse impact on our business.
FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements. They can be
identified by the use of forward-looking words such as
believes, expects, plans,
may, will, would,
could, should or anticipates
or other comparable words, or by discussions of strategy, plans
or goals that involve risks and uncertainties that could cause
actual results to differ materially from those currently
anticipated. You are cautioned that any forward-looking
statements are not guarantees of future performance and involve
risks and uncertainties, including those set forth in our Annual
Report on Form 10-K for the year ended December 31,
2004 and as described from time to time in our reports filed
with the Securities and Exchange Commission, including this
Quarterly Report on Form 10-Q. Such risks and uncertainties
include risks relating to the Nextel-Sprint merger. When that
merger closes, Nextel may alter is business focus and may have
conflicts of interest with us that would not exist in the
absence of the merger. We cannot predict the effect on our
company of changes resulting from the merger or the timing of
any potential impact, which may be materially adverse. Because
of the substantial uncertainty around these developments and the
fact that they are outside our control, none of the
forward-looking statements herein gives effect to any potential
impact of these events. Nextel and Sprint have disclosed plans
in connection with the merger that we believe are in violation
of the joint venture agreements between us and Nextel. We have
commenced legal proceedings against Nextel in an effort to
prevent Nextel from taking or continuing to take actions that
could harm our business in breach of these
42
agreements. Forward-looking statements contained herein assume
that Nextel, and the combined Sprint-Nextel, fully comply with
their obligations to us under these agreements in the future.
Forward-looking statements include, but are not limited to,
statements with respect to the following:
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our business plan, its advantages and our strategy for
implementing our plan; |
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the success of efforts to improve and enhance, and
satisfactorily address any issues relating to, our network
performance; |
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|
the characteristics of the geographic areas and occupational
markets that we are targeting in our portion of the Nextel
Digital Wireless Network; |
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|
the implementation and performance of the technology, including
higher speed data infrastructure and software designed to
significantly increase the speed of our network, being deployed
or to be deployed in our various markets, including the expected
6:1 voice coder software upgrade being developed by Motorola and
technologies to be implemented in connection with the completed
launch of Nationwide Direct Connect capability; |
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our ability to attract and retain customers; |
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our anticipated capital expenditures, funding requirements and
contractual obligations, including our ability to access
sufficient debt or equity capital to meet operating and
financing needs; |
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the availability of adequate quantities of system infrastructure
and subscriber equipment and components to meet our service
deployment, marketing plans and customer demand; |
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no significant adverse change in Motorolas ability or
willingness to provide handsets and related equipment and
software applications or to develop new technologies or features
for us, or in our relationship with it; |
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our ability to achieve and maintain market penetration and
average subscriber revenue levels; |
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our ability to successfully scale, in some circumstances in
conjunction with third parties under our outsourcing
arrangements, our billing, collection, customer care and similar
back-office operations to keep pace with customer growth,
increased system usage rates and growth in levels of accounts
receivables being generated by our customers; |
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|
the development and availability of new handsets with expanded
applications and features, including those that operate using
the 6:1 voice coder, and market acceptance of such handsets and
service offerings; |
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the availability and cost of acquiring additional spectrum; |
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the quality and price of similar or comparable wireless
communications services offered or to be offered by our
competitors, including providers of PCS and cellular services
including, for example, two-way walkie-talkie services that have
been introduced by several of our competitors; |
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future legislation or regulatory actions relating to specialized
mobile radio services, other wireless communications services or
telecommunications services generally; |
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the potential impact on us of the reconfiguration of the
800 MHz band required by the recent rebanding orders issued
to Nextel; |
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delivery and successful implementation of any new technologies
deployed in connection with any future enhanced iDEN or next
generation or other advanced services we may offer; and |
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the costs of compliance with regulatory mandates, particularly
the requirement to deploy location-based 911 capabilities and
wireless number portability. |
43
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Item 3. |
Quantitative and Qualitative Disclosures About Market
Risk |
We are subject to market risks arising from changes in interest
rates. Our primary interest rate risk results from changes in
LIBOR or the prime rate, which are used to determine the
interest rate applicable to the term loan of OPCO under our
credit facility. Our potential loss over one year that would
result from a hypothetical, instantaneous and unfavorable change
of 100 basis points in the interest rate of all our
variable rate obligations would be approximately
$3.5 million.
As of June 30, 2005, we had
121/2% senior
notes due 2009,
81/8% senior
notes due 2011 and
11/2% convertible
senior notes due 2008 outstanding. While fluctuations in
interest rates may affect the fair value of these notes, causing
the notes to trade above or below par, interest expense will not
be affected due to the fixed interest rate of these notes.
We use derivative financial instruments consisting of interest
rate swap and interest rate protection agreements in the
management of our interest rate exposures. We will not use
financial instruments for trading or other speculative purposes,
nor will we be a party to any leveraged derivative instrument.
The use of derivative financial instruments is monitored through
regular communication with senior management. We will be exposed
to credit loss in the event of nonperformance by the counter
parties. This credit risk is minimized by dealing with a group
of major financial institutions with whom we have other
financial relationships. We do not anticipate nonperformance by
these counter parties.
SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities, as amended by
SFAS No. 138, establish accounting and reporting
standards requiring that every derivative instrument (including
certain derivative instruments embedded in other contracts) be
recorded on the balance sheet as either an asset or liability
measured at fair value. These statements require that changes in
the derivatives fair value be recognized currently in
earnings unless specific hedge accounting criteria are met. If
hedge accounting criteria are met, the changes in a
derivatives fair value (for a cash flow hedge) are
deferred in stockholders equity as a component of other
comprehensive income. These deferred gains and losses are
recognized as income in the period in which hedged cash flows
occur. The ineffective portions of hedge returns are recognized
as earnings.
Non-Cash Flow Hedging Instruments
In April 1999 and 2000, we entered into interest rate swap
agreements for $60 million and $50 million,
respectively, to partially hedge interest rate exposure with
respect to our term B and C loans. In April 2004 and 2005, we
terminated the interest rate swap agreements in accordance with
their original terms and paid approximately $639,000 and
$520,000, respectively, for the final settlement. We did not
record any realized gain or loss with the terminations since the
swaps did not qualify for cash flow hedge accounting and we
recognized changes in their fair value up to the respective
termination dates as part of our interest expense.
For the three months ended June 30, 2005 and 2004, we
recorded non-cash, non-operating gains of approximately
$0.5 million and $1.0 million, respectively, and for
the six months ended June 30, 2005 and 2004, we recorded
approximately $1.1 million and $2.1 million,
respectively, related to the change in market value of the
interest rate swap agreements in interest expense.
Cash Flow Hedging Instruments
In September 2004 we entered into a series of interest rate swap
agreements for $150 million, which had the effect of
converting certain of our variable interest rate loan
obligations to fixed interest rates. The commencement date for
the swap transactions was December 1, 2004 and the
expiration date is August 31, 2006. In December 2004 we
entered into similar agreements to hedge an additional
$50 million commencing March 1, 2005 and expiring
August 31, 2006. The term C loan obligation was replaced
with the refinancing of our credit facility in May 2005;
however, we maintained the existing swap agreements.
These interest rate swap agreements qualify for cash flow
accounting under SFAS 133. Both at inception and on an
ongoing basis we perform an effectiveness test using the change
in variable cash flows method. In accordance with SFAS 133,
the fair value of the swap agreements at June 30, 2005 was
included in other
44
current assets and other non-current assets on the balance
sheet. The change in fair value was recorded in accumulated
other comprehensive income on the balance sheet since the
instruments were determined to be perfectly effective at
June 30, 2005. There were no amounts reclassified into
current earnings due to ineffectiveness during the quarter or
year-to-date.
A summary of our long-term debt obligations, including scheduled
principal repayments and weighted average interest rates, as of
June 30, 2005 follows:
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Remainder of | |
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|
2005 | |
|
2006 | |
|
2007 | |
|
2008 | |
|
2009 | |
|
Thereafter | |
|
Total | |
|
Fair Value | |
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| |
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| |
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| |
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| |
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| |
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| |
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| |
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| |
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(Dollars in thousands) | |
Long-term debt obligations:
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Fixed-rate debt
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$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
299,970 |
|
|
$ |
146,250 |
|
|
$ |
475,000 |
|
|
$ |
921,220 |
|
|
$ |
1,505,860 |
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|
Average interest rate
|
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6.7 |
% |
|
|
6.7 |
% |
|
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6.7 |
% |
|
|
6.9 |
% |
|
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9.1 |
% |
|
|
8.1 |
% |
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|
7.3 |
% |
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|
Variable-rate debt(1)
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|
$ |
|
|
|
$ |
|
|
|
$ |
4,125 |
|
|
$ |
5,500 |
|
|
$ |
5,500 |
|
|
$ |
534,875 |
|
|
$ |
550,000 |
|
|
$ |
550,000 |
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|
Average interest rate
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|
(LIBOR + 1.5 |
%) |
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(1) |
As of June 30, 2005, variable-rate debt consisted of our
bank credit facility. The bank credit facility includes a
$550.0 million tranche D term loan, a
$100.0 million revolving credit facility and an option to
request an additional $200.0 million of incremental term
loans. The tranche D term loan bears interest, at our
option, at the administrative agents alternate base rate
or reserve-adjusted LIBOR plus, in each case, applicable margin.
The initial applicable margin for the tranche D term loan
is 1.50% over LIBOR and 0.50% over the base rate. For the
revolving credit facility, the initial applicable margin is
3.00% over LIBOR and 2.00% over the base rate and thereafter
will be determined on the basis of the ratio of total debt to
annualized EBITDA and will range between 1.50% and 3.00% over
LIBOR and between 0.50% and 2.00% over the base rate. As of
June 30, 2005, the average interest rate on the
tranche D term loan was 4.83%. |
Aggregate notional amounts associated with interest rate swaps
in place as of June 30, 2005 were as follows (listed by
maturity date):
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Remainder of | |
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|
Fair Value | |
|
Fair Value |
Interest Rate Swaps: |
|
2005 | |
|
2006 | |
|
2007 |
|
2008 |
|
2009 |
|
Thereafter |
|
Total | |
|
Asset | |
|
Liability |
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| |
|
| |
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| |
|
| |
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|
(Dollars in thousands) |
Notional amount(1)
|
|
$ |
|
|
|
$ |
200,000 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
200,000 |
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|
$ |
1,217 |
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|
$ |
|
|
Weighted-average fixed rate payable(2)
|
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|
3.1 |
% |
|
|
3.6 |
% |
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Weighted-average fixed rate receivable(3)
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(1) |
Includes notional amounts of $200.0 million that will
expire in August 2006. |
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(2) |
Represents the weighted-average fixed rate based on the contract
notional amount as a percentage of total notional amounts in a
given year. |
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(3) |
The initial applicable margin for the tranche D term loan
is 1.50% over LIBOR and 0.50% over the base rate. For the
revolving credit facility, the applicable margin is 3.00% over
LIBOR and 2.00% over the base rate and thereafter will be
determined on the basis of the ratio of total debt to annualized
EBITDA and will range between 1.50% and 3.00% over LIBOR and
between 0.50% and 2.00% over the base rate. As of June 30,
2005, the interest rate on the tranche D term loan was
4.83%. |
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Item 4. |
Controls and Procedures |
We carried out an evaluation required by the Securities Exchange
Act of 1934, under the supervision and with the participation of
our senior management, including our principal executive officer
and principal
45
financial officer, of the effectiveness of the design and
operation of our disclosure controls and procedures as of the
end of the period covered by this report. Based on this
evaluation, our principal executive officer and principal
financial officer concluded that our disclosure controls and
procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934, are effective in
timely alerting them to material information required to be
included in our periodic SEC reports.
There has been no change in our internal control over financial
reporting during our second fiscal quarter of 2005 that has
materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.
PART II OTHER INFORMATION
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Item 1. |
Legal Proceedings |
On December 5, 2001, a purported class action lawsuit was
filed in the United States District Court for the Southern
District of New York against us, two of our executive officers
and four of the underwriters involved in our initial public
offering. The lawsuit is captioned Keifer v. Nextel
Partners, Inc., et al, No. 01 CV 10945. It
was filed on behalf of all persons who acquired our common stock
between February 22, 2000 and December 6, 2000 and
initially named as defendants us, John Chapple, our president,
chief executive officer and chairman of the board, John D.
Thompson, our chief financial officer and treasurer until August
2003, and the following underwriters of our initial public
offering: Goldman Sachs & Co., Credit Suisse First
Boston Corporation (predecessor of Credit Suisse First Boston
LLC), Morgan Stanley & Co. Incorporated and Merrill
Lynch Pierce Fenner & Smith Incorporated.
Mr. Chapple and Mr. Thompson have been dismissed from
the lawsuit without prejudice. The complaint alleges that the
defendants violated the Securities Act and the Exchange Act by
issuing a registration statement and offering circular that were
false and misleading in that they failed to disclose that:
(i) the defendant underwriters allegedly had solicited and
received excessive and undisclosed commissions from certain
investors who purchased our common stock issued in connection
with our initial public offering; and (ii) the defendant
underwriters allegedly allocated shares of our common stock
issued in connection with our initial public offering to
investors who allegedly agreed to purchase additional shares of
our common stock at pre-arranged prices. The complaint seeks
rescissionary and/or compensatory damages. We dispute the
allegations of the complaint that suggest any wrongdoing on our
part or by our officers. However, the plaintiffs and the issuing
company defendants, including us, have reached a settlement of
the issues in the lawsuit. The court granted preliminary
approval of the settlement on February 15, 2005, subject to
certain modifications. The proposed settlement, which is not
material to us, is subject to a number of contingencies,
including final approval by the court. We are unable to
determine whether or when a settlement will occur or be
finalized.
On June 8, 2001, a purported class action lawsuit was filed
in the State Court of Fulton County, State of Georgia by Reidy
Gimpelson against us and several other wireless carriers and
manufacturers of wireless telephones. The lawsuit is captioned
Riedy Gimpelson vs. Nokia, Inc., et al, Civil Action
No. 2001-CV-3893. The complaint alleges that the
defendants, among other things, manufactured and distributed
wireless telephones that cause adverse health effects. The
plaintiffs seek compensatory damages, reimbursement for certain
costs including reasonable legal fees, punitive damages and
injunctive relief. The defendants timely removed the case to
Federal court and this case and related cases were consolidated
in the United States District Court for the District of
Maryland. The district court denied plaintiffs motion to
remand the consolidated cases back to their respective state
courts, and, on March 5, 2003, the district court granted
the defendants consolidated motion to dismiss the
plaintiffs claims. The plaintiffs appealed the district
courts remand and dismissal decisions to the United States
Court of Appeals for the Fourth Circuit. On March 16, 2005,
the United States Court of Appeals for the Fourth Circuit
reversed the district courts remand and dismissal
decisions. The Fourth Circuits Order remanded the
Gimpelson case to the State Court of Fulton County, State of
Georgia. On or about April 16, 2005, the Fourth Circuit
denied a motion to reconsider its March 16, 2005 decision.
We dispute the allegations in the complaint, will vigorously
defend against the action in whatever forum it is litigated, and
intend to seek indemnification from the manufacturers of the
wireless telephones if necessary.
46
On April 1, 2003, a purported class action lawsuit was
filed in the 93rd District Court of Hidalgo County, Texas
against us, Nextel and Nextel West Corp. The lawsuit is
captioned Rolando Prado v. Nextel Communications, et
al, Civil Action No. C-695-03-B. On May 2, 2003, a
purported class action lawsuit was filed in the Circuit Court of
Shelby County for the Thirtieth Judicial District at Memphis,
Tennessee against us, Nextel and Nextel West Corp. The lawsuit
is captioned Steve Strange v. Nextel Communications, et
al, Civil Action No. 01-002520-03. On May 3, 2003,
a purported class action lawsuit was filed in the Circuit Court
of the Second Judicial Circuit in and for Leon County, Florida
against Nextel Partners Operating Corp. d/b/a Nextel Partners
and Nextel South Corp. d/b/a Nextel Communications. The lawsuit
is captioned Christopher Freeman and Susan and Joseph
Martelli v. Nextel South Corp., et al, Civil Action
No. 03-CA1065. On July 9, 2003, a purported class
action lawsuit was filed in Los Angeles Superior Court,
California against us, Nextel, Nextel West, Inc., Nextel of
California, Inc. and Nextel Operations, Inc. The lawsuit is
captioned Nicks Auto Sales, Inc. v. Nextel West,
Inc., et al, Civil Action No. BC298695. On
August 7, 2003, a purported class action lawsuit was filed
in the Circuit Court of Jefferson County, Alabama against us and
Nextel. The lawsuit is captioned Andrea Lewis and Trish
Zruna v. Nextel Communications, Inc., et al, Civil
Action No. CV-03-907. On October 3, 2003, an amended
complaint for a purported class action lawsuit was filed in the
United States District Court for the Western District of
Missouri. The amended complaint named us and Nextel
Communications, Inc. as defendants; Nextel Partners was
substituted for the previous defendant, Nextel West Corp. The
lawsuit is captioned Joseph Blando v. Nextel West Corp.,
et al, Civil Action No. 02-0921 (the Blando
Case). All of these complaints alleged that we, in
conjunction with the other defendants, misrepresented certain
cost-recovery line-item fees as government taxes. Plaintiffs
sought to enjoin such practices and sought a refund of monies
paid by the class based on the alleged misrepresentations.
Plaintiffs also sought attorneys fees, costs and, in some
cases, punitive damages. We believe the allegations are
groundless. On October 9, 2003, the court in the Blando
Case entered an order granting preliminary approval of a
nationwide class action settlement that encompasses most of the
claims involved in these cases. On April 20, 2004, the
court approved the settlement. On May 27, 2004, various
objectors and class members appealed to the United States Court
of Appeals for the Eighth Circuit. On February 1, 2005, the
appellate court affirmed the settlement. On February 15,
2005, one of the objectors petitioned for a rehearing. On
March 11, 2005, the Eighth Circuit denied the petition for
rehearing and rehearing en banc. On March 17, 2005, one of
the objectors filed a motion to stay the mandate for
90 days. The Eighth Circuit denied that motion on
April 1, 2005. On June 2, 2005, that objector filed
with the United States Supreme Court a petition for writ of
certiorari. Distribution of settlement benefits is stayed until
the Supreme Court issues a final order either dismissing the
petition or accepting the petition and resolving the appeal. In
conjunction with the settlement, we recorded an estimated
liability during the third quarter of 2003, which did not
materially impact our financial results.
On December 27, 2004, Dolores Carter and Donald Fragnoli
filed purported class action lawsuits in the Court of Chancery
of the State of Delaware against us, Nextel WIP Corp., Nextel
Communications, Inc., Sprint Corporation, and several of the
members of our board of directors. The lawsuits are captioned
Dolores Carter v. Nextel WIP Corp., et al and Donald
Fragnoli v. Nextel WIP Corp., et al. On
February 1, 2005, Selena Mintz filed a purported class
action lawsuit in the Court of Chancery of the State of Delaware
against us, Nextel WIP Corp., Nextel Communications, Inc.,
Sprint Corporation, and several of the members of our board of
directors. The lawsuit is captioned Selena Mintz v. John
Chapple, et al, Civil Action No. 1065-N. In all
three lawsuits, the plaintiffs seek declaratory and injunctive
relief declaring that the announced merger transaction between
Sprint Corporation and Nextel is an event that triggers the put
right set forth in our restated certificate of incorporation and
directing the defendants to take all necessary measures to give
effect to the rights of our Class A common stockholders
arising therefrom. We believe that the allegations in the
lawsuits to the effect that the Nextel Partners defendants may
take action, or fail to take action, that harms the interests of
our public stockholders are without merit.
On July 5, 2005, we delivered a Notice Invoking Alternate
Dispute Resolution Process to Nextel and Nextel WIP under the
joint venture agreement dated January 29, 1999 among us,
OPCO and Nextel WIP. In the Notice, we assert that certain
elements of the merger integration process involving Nextel and
Sprint
47
violate several of Nextels and Nextel WIPs
obligations under the joint venture agreement and related
agreements, including, without limitation, the following:
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The changes that Nextel and Sprint recently announced they are
planning to make with respect to branding after the close of the
Sprint-Nextel merger would violate the joint venture agreement
if we cannot use the same brand identity that Nextel will use
after the merger, i.e., the Sprint brand. |
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Other operational changes that we believe Nextel and Sprint plan
to implement after the Sprint-Nextel merger (including, without
limitation, changes with respect to marketing and national
accounts) would violate the joint venture agreement. |
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|
The operations of the combined Sprint-Nextel could violate our
exclusivity rights under the joint venture agreement. |
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Nextel and Nextel WIP have not complied with their obligation to
permit us to participate in and contribute to discussions
regarding branding and a variety of other operational matters. |
The parties have since agreed that the dispute is eligible to be
resolved by arbitration. A three-member arbitration panel has
been selected, and proceedings are underway. We have asked the
arbitration panel for a preliminary injunction restraining
Nextel and Nextel WIP from taking actions that would violate our
rights under the joint venture agreement. The panel has
scheduled a hearing on August 25, 2005 with respect to our
request for a preliminary injunction. We cannot predict the
timing or the outcome of the arbitration proceedings. We intend
to pursue our claims against Nextel and Nextel WIP in the
arbitration vigorously.
We are subject to other claims and legal actions that may arise
in the ordinary course of business. We do not believe that any
of these other pending claims or legal actions will have a
material effect on our business, financial position or results
of operations.
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|
Item 4. |
Submission of Matters to a Vote of Security Holders |
On May 12, 2005 we held our 2005 annual meeting of
stockholders in Bellevue, Washington. Only holders of record of
our Class A common stock and Class B common stock on
the record date of March 25, 2005 were entitled to vote at
the annual meeting. Each holder of record of Class A common
stock and Class B common stock at the close of business on
the record date was entitled to one vote per share on each
matter voted upon by the stockholders at the annual meeting.
There was no opposition to the nominees of the Board of
Directors and all such nominees were elected to serve as our
directors. Set forth below is information regarding the shares
voted in the election of our directors, each to hold office
until his or her successor is elected and qualified:
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Votes | |
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|
| |
Name |
|
For | |
|
Withheld | |
|
|
| |
|
| |
Adam Aron
|
|
|
239,973,005 |
|
|
|
9,961,016 |
|
John Chapple
|
|
|
233,684,167 |
|
|
|
16,249,854 |
|
Steven B. Dodge
|
|
|
237,982,939 |
|
|
|
11,951,082 |
|
Timothy Donahue(1)
|
|
|
245,409,401 |
|
|
|
4,524,620 |
|
Arthur W. Harrigan, Jr.
|
|
|
240,932,270 |
|
|
|
9,001,751 |
|
James N. Perry, Jr.
|
|
|
247,481,537 |
|
|
|
2,452,484 |
|
Caroline H. Rapking
|
|
|
247,168,588 |
|
|
|
2,765,433 |
|
Dennis M. Weibling
|
|
|
247,158,644 |
|
|
|
2,775,377 |
|
|
|
(1) |
As reported in our Current Report on Form 8-K filed
July 25, 2005, on July 21, 2005, our board of
directors accepted the resignation of Timothy Donahue from our
board of directors. Mr. Donahue had been elected to our
board of directors as the designee of Nextel WIP pursuant to our
amended and restated shareholders agreement dated as of
February 18, 2000, as amended. On July 21, 2005, our
board of directors elected Christopher T. Rogers to our board of
directors. Mr. Rogers is currently the Senior |
48
|
|
|
Vice President, Global Initiatives and Spectrum Group, of Nextel
and has been elected to our board of directors as the designee
of Nextel WIP pursuant to our amended and restated
shareholders agreement. |
A proposal to ratify the appointment of KPMG LLP as our
independent auditors for the fiscal year ending
December 31, 2005 was approved and received the following
votes:
|
|
|
|
|
|
|
Votes | |
|
|
| |
For
|
|
|
249,873,783 |
|
Against
|
|
|
44,859 |
|
Abstain
|
|
|
15,379 |
|
|
|
Item 5. |
Other Information |
Please refer to our Quarterly Report on Form 10-Q for the
period ended March 31, 2005 for additional information
regarding certain arrangements with our officers and directors
entered into during the period covered by this quarterly report.
|
|
|
|
|
(a) |
|
List of Exhibits |
|
|
|
|
3 |
.1 |
|
Restated Certificate of Incorporation (incorporated by reference
to Exhibit 3.1.1 to Registration Statement on Form S-1
declared effective February 22, 2000 (File
No. 333-95473)). |
|
|
3 |
.1(a) |
|
Certificate of Amendment to the Restated Certificate of
Incorporation of Nextel Partners, Inc. (incorporated by
reference to Exhibit 3.1(a) to Quarterly Report on
Form 10-Q filed August 9, 2004). |
|
|
3 |
.2 |
|
Amended and Restated Bylaws, effective of June 3, 2004
(incorporated by reference to Exhibit 3.2 to Annual Report
on Form 10-K filed March 16, 2005). |
|
|
31 |
.1 |
|
Certification of John Chapple, Chairman and Chief Executive
Officer of Nextel Partners, Inc., pursuant to Exchange Act
Rule 13a-14(a) under the Securities Exchange Act of 1934 |
|
|
31 |
.2 |
|
Certification of Barry Rowan, Chief Financial Officer of Nextel
Partners, Inc., pursuant to Exchange Act Rule 13a-14(a)
under the Securities Exchange Act of 1934 |
|
|
32 |
.1 |
|
Certification of John Chapple, Chairman and Chief Executive
Officer of Nextel Partners, Inc., pursuant to 18. U.S.C.
Section 1350. |
|
|
32 |
.2 |
|
Certification of Barry Rowan, Chief Financial Officer of Nextel
Partners, Inc., pursuant to 18 U.S.C. Section 1350. |
49
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 PARTNERS, INC. |
|
(Registrant) |
|
|
|
|
|
Barry Rowan |
|
Executive Vice President, Chief Financial Officer |
|
(Principal Financial Officer) |
|
|
|
|
|
Linda Allen |
|
Chief Accounting Officer |
|
(Principal Accounting Officer) |
Date: August 9, 2005
50