|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q |
|||||||||||||||||
(Mark One) |
|||||||||||||||||
x |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the quarterly period ended March 31, 2015 |
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the transition period from to |
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commission file number 001-14157 |
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TELEPHONE AND DATA SYSTEMS, INC. |
|||||||||||||||||
(Exact name of Registrant as specified in its charter) |
|||||||||||||||||
Delaware |
|
|
36-2669023 |
||||||||||||||
(State or other jurisdiction of incorporation or organization) |
|
|
(IRS Employer Identification No.) |
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30 North LaSalle Street, Suite 4000, Chicago, Illinois 60602 (Address of principal executive offices) (Zip code) |
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Registrant’s telephone number, including area code: (312) 630-1900 |
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Indicate by check mark |
Yes |
No |
|||||||||||||||
• 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. |
x |
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
• whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). |
x |
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
• whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. |
|||||||||||||||||
Large accelerated filer |
x |
Accelerated filer |
|
Non-accelerated filer |
|
Smaller reporting company |
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
• whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). |
|
x |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. |
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class |
|
|
Outstanding at March 31, 2015 |
||||||||||||||
Common Shares, $0.01 par value |
|
|
100,853,104 Shares |
||||||||||||||
Series A Common Shares, $0.01 par value |
|
|
7,188,071 Shares |
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Telephone and Data Systems, Inc. |
|
||||||
|
|
||||||
Quarterly Report on Form 10-Q |
|
||||||
For the Quarterly Period Ended March 31, 2015 |
|
||||||
|
|
||||||
|
|||||||
|
Page No. |
|
|||||
|
|
||||||
|
|
|
|
|
|
||
|
|
||||||
|
|
|
|
|
|||
|
|
|
|||||
|
|
|
|
|
|||
|
|
|
|
|
|
||
|
|
|
|||||
|
|
|
|
|
|||
|
|
|
|
|
|
||
|
|
|
|||||
|
|
|
|
|
|||
|
|
|
|
|
|
||
|
|
|
|||||
|
|
|
|
|
|||
|
|
|
|
|
|
||
|
|
|
|||||
|
|
|
|
|
|||
|
|
|
|
|
|
||
|
|
|
|||||
|
|
|
|
|
|
||
|
Management's Discussion and Analysis of Financial Condition and Results of Operations |
|
|||||
|
|
|
|
|
|
||
|
|
|
|||||
|
|
|
|
|
|
||
|
|
|
|||||
|
|
|
|
|
|
||
|
|
|
|
||||
|
|
|
|
||||
|
|
|
|
||||
|
|
|
|
||||
|
|
|
|
|
|
||
|
|
|
|||||
|
|
|
|
|
|
||
|
|
|
|||||
|
|
|
|
|
|||
|
|
|
|||||
|
|
|
|
|
|||
|
|
|
|||||
|
|
|
|
|
|
||
|
|
||||||
|
|
|
|
|
|
||
|
|
||||||
|
|
|
|
||||
|
|
||||||
|
|
|
|
|
|
||
|
|
||||||
|
|
|
|
|
|
||
|
|
||||||
|
|
|
|
|
|
||
|
|
||||||
|
|
|
|
|
|
||
|
|
||||||
|
|
|
|
|
|
||
|
|
||||||
|
|
|
|
|
|||
|
|||||||
|
|
||||||
Part I. Financial Information |
|
|
|
|
|
|||
Item 1. Financial Statements |
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
Telephone and Data Systems, Inc. Consolidated Statement of Operations (Unaudited) |
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
||||
|
|
|
|
March 31, |
||||
(Dollars and shares in thousands, except per share amounts) |
2015 |
|
2014 |
|||||
Operating revenues |
|
|
|
|
|
|||
|
Service |
$ |
1,073,091 |
|
$ |
1,080,242 |
||
|
Equipment and product sales |
|
178,502 |
|
|
115,720 |
||
|
|
Total operating revenues |
|
1,251,593 |
|
|
1,195,962 |
|
|
|
|
|
|
|
|
|
|
Operating expenses |
|
|
|
|
|
|||
|
Cost of services (excluding Depreciation, amortization and accretion reported below) |
|
293,647 |
|
|
275,958 |
||
|
Cost of equipment and products |
|
271,981 |
|
|
306,647 |
||
|
Selling, general and administrative |
|
438,040 |
|
|
463,669 |
||
|
Depreciation, amortization and accretion |
|
206,575 |
|
|
224,919 |
||
|
(Gain) loss on asset disposals, net |
|
5,377 |
|
|
2,430 |
||
|
(Gain) loss on sale of business and other exit costs, net |
|
(123,783) |
|
|
(6,900) |
||
|
(Gain) loss on license sales and exchanges, net |
|
(122,873) |
|
|
(91,446) |
||
|
|
Total operating expenses |
|
968,964 |
|
|
1,175,277 |
|
|
|
|
|
|
|
|
|
|
Operating income |
|
282,629 |
|
|
20,685 |
|||
|
|
|
|
|
|
|
|
|
Investment and other income (expense) |
|
|
|
|
|
|||
|
Equity in earnings of unconsolidated entities |
|
34,641 |
|
|
37,327 |
||
|
Interest and dividend income |
|
8,385 |
|
|
2,486 |
||
|
Interest expense |
|
(33,830) |
|
|
(28,707) |
||
|
Other, net |
|
(4) |
|
|
160 |
||
|
|
Total investment and other income (expense) |
|
9,192 |
|
|
11,266 |
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
291,821 |
|
|
31,951 |
|||
|
Income tax expense |
|
116,020 |
|
|
11,657 |
||
Net income |
|
175,801 |
|
|
20,294 |
|||
Less: Net income attributable to noncontrolling interests, net of tax |
|
30,061 |
|
|
2,040 |
|||
Net income attributable to TDS shareholders |
|
145,740 |
|
|
18,254 |
|||
TDS Preferred dividend requirement |
|
(12) |
|
|
(12) |
|||
Net income available to common shareholders |
$ |
145,728 |
|
$ |
18,242 |
|||
|
|
|
|
|
|
|
|
|
Basic weighted average shares outstanding |
|
108,169 |
|
|
108,988 |
|||
Basic earnings per share attributable to TDS shareholders |
$ |
1.35 |
|
$ |
0.17 |
|||
|
|
|
|
|
|
|
|
|
Diluted weighted average shares outstanding |
|
108,946 |
|
|
109,672 |
|||
Diluted earnings per share attributable to TDS shareholders |
$ |
1.33 |
|
$ |
0.16 |
|||
|
|
|
|
|
|
|
|
|
Dividends per share to TDS shareholders |
$ |
0.141 |
|
$ |
0.134 |
|||
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements. |
1
Telephone and Data Systems, Inc. Consolidated Statement of Comprehensive Income (Unaudited) |
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
||||
|
|
|
|
|
March 31, |
||||
(Dollars in thousands) |
2015 |
|
2014 |
||||||
Net income |
$ |
175,801 |
|
$ |
20,294 |
||||
Net change in accumulated other comprehensive income |
|
|
|
|
|
||||
|
Change in foreign currency translation adjustment |
|
36 |
|
|
(4) |
|||
|
Change related to retirement plan |
|
|
|
|
|
|||
|
|
Amounts included in net periodic benefit cost for the period |
|
|
|
|
|
||
|
|
|
Amortization of prior service cost |
|
(852) |
|
|
(911) |
|
|
|
|
Amortization of unrecognized net loss |
|
64 |
|
|
322 |
|
|
|
|
|
|
|
(788) |
|
|
(589) |
|
|
|
Change in deferred income taxes |
|
312 |
|
|
224 |
|
|
|
Change related to retirement plan, net of tax |
|
(476) |
|
|
(365) |
||
|
Net change in accumulated other comprehensive income |
|
(440) |
|
|
(369) |
|||
Comprehensive income |
|
175,361 |
|
|
19,925 |
||||
|
Less: Comprehensive income attributable to noncontrolling interest |
|
30,061 |
|
|
2,040 |
|||
Comprehensive income attributable to TDS shareholders |
$ |
145,300 |
|
$ |
17,885 |
||||
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements. |
2
Telephone and Data Systems, Inc. Consolidated Statement of Cash Flows (Unaudited) |
|||||||||
|
|
|
|
|
Three Months Ended |
||||
|
|
|
|
|
March 31, |
||||
(Dollars in thousands) |
2015 |
|
2014 |
||||||
Cash flows from operating activities |
|
|
|
|
|
||||
|
Net income |
$ |
175,801 |
|
$ |
20,294 |
|||
|
Add (deduct) adjustments to reconcile net income to cash flows from operating activities |
|
|
|
|
|
|||
|
|
|
Depreciation, amortization and accretion |
|
206,575 |
|
|
224,919 |
|
|
|
|
Bad debts expense |
|
29,849 |
|
|
21,559 |
|
|
|
|
Stock-based compensation expense |
|
8,096 |
|
|
6,759 |
|
|
|
|
Deferred income taxes, net |
|
(47,466) |
|
|
(14,510) |
|
|
|
|
Equity in earnings of unconsolidated entities |
|
(34,641) |
|
|
(37,327) |
|
|
|
|
Distributions from unconsolidated entities |
|
12,988 |
|
|
12,820 |
|
|
|
|
(Gain) loss on asset disposals, net |
|
5,377 |
|
|
2,430 |
|
|
|
|
(Gain) loss on sale of business and other exit costs, net |
|
(123,783) |
|
|
(6,900) |
|
|
|
|
(Gain) loss on license sales and exchanges, net |
|
(122,873) |
|
|
(91,446) |
|
|
|
|
Noncash interest expense |
|
670 |
|
|
506 |
|
|
|
|
Other operating activities |
|
- |
|
|
47 |
|
|
Changes in assets and liabilities from operations |
|
|
|
|
|
|||
|
|
|
Accounts receivable |
|
21,240 |
|
|
90,555 |
|
|
|
|
Equipment installment plans receivable |
|
(36,498) |
|
|
2,394 |
|
|
|
|
Inventory |
|
95,395 |
|
|
19,656 |
|
|
|
|
Accounts payable |
|
(13,592) |
|
|
(53,403) |
|
|
|
|
Customer deposits and deferred revenues |
|
13,319 |
|
|
(1,447) |
|
|
|
|
Accrued taxes |
|
251,510 |
|
|
(1,634) |
|
|
|
|
Accrued interest |
|
9,460 |
|
|
9,136 |
|
|
|
|
Other assets and liabilities |
|
(96,121) |
|
|
(99,471) |
|
|
|
|
|
|
|
355,306 |
|
|
104,937 |
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
||||
|
Cash used for additions to property, plant and equipment |
|
(166,461) |
|
|
(150,890) |
|||
|
Cash paid for acquisitions and licenses |
|
(280,710) |
|
|
(8,254) |
|||
|
Cash received from divestitures and exchanges |
|
274,131 |
|
|
103,042 |
|||
|
Cash received for investments |
|
- |
|
|
10,000 |
|||
|
Other investing activities |
|
2,765 |
|
|
1,623 |
|||
|
|
|
|
|
|
(170,275) |
|
|
(44,479) |
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
||||
|
Repayment of long-term debt |
|
(247) |
|
|
(392) |
|||
|
TDS Common Shares reissued for benefit plans, net of tax payments |
|
213 |
|
|
(50) |
|||
|
U.S. Cellular Common Shares reissued for benefit plans, net of tax payments |
|
487 |
|
|
316 |
|||
|
Repurchase of TDS Common Shares |
|
- |
|
|
(3,342) |
|||
|
Repurchase of U.S. Cellular Common Shares |
|
(2,302) |
|
|
(2,000) |
|||
|
Dividends paid to TDS shareholders |
|
(15,232) |
|
|
(14,582) |
|||
|
Payment of debt issuance costs |
|
(3,018) |
|
|
- |
|||
|
Distributions to noncontrolling interests |
|
(225) |
|
|
(346) |
|||
|
Other financing activities |
|
(1,488) |
|
|
2,834 |
|||
|
|
|
|
|
|
(21,812) |
|
|
(17,562) |
|
|
|
|
|
|
|
|
|
|
Net increase in cash and cash equivalents |
|
163,219 |
|
|
42,896 |
||||
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
|
|
|
||||
|
Beginning of period |
|
471,901 |
|
|
830,014 |
|||
|
End of period |
$ |
635,120 |
|
$ |
872,910 |
|||
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements. |
3
Telephone and Data Systems, Inc. Consolidated Balance Sheet — Assets (Unaudited) |
||||||||
(Dollars in thousands) |
March 31, 2015 |
|
December 31, 2014 |
|||||
Current assets |
|
|
|
|
|
|||
|
Cash and cash equivalents |
$ |
635,120 |
|
$ |
471,901 |
||
|
Accounts receivable |
|
|
|
|
|
||
|
|
Due from customers and agents, less allowances of $42,737 and $41,431, respectively |
|
549,146 |
|
|
548,537 |
|
|
|
Other, less allowances of $1,124 and $1,141, respectively |
|
109,742 |
|
|
135,144 |
|
|
Inventory, net |
|
178,313 |
|
|
273,707 |
||
|
Net deferred income tax asset |
|
92,791 |
|
|
107,686 |
||
|
Prepaid expenses |
|
97,707 |
|
|
86,506 |
||
|
Income taxes receivable |
|
853 |
|
|
113,708 |
||
|
Other current assets |
|
29,132 |
|
|
29,766 |
||
|
|
|
|
|
1,692,804 |
|
|
1,766,955 |
|
|
|
|
|
|
|
|
|
Assets held for sale |
|
29,771 |
|
|
103,343 |
|||
|
|
|
|
|
|
|
|
|
Investments |
|
|
|
|
|
|||
|
Licenses |
|
1,837,238 |
|
|
1,453,574 |
||
|
Goodwill |
|
771,674 |
|
|
771,352 |
||
|
Franchise rights |
|
244,300 |
|
|
244,300 |
||
|
Other intangible assets, net of accumulated amortization of $138,614 and $133,823, respectively |
|
59,708 |
|
|
64,499 |
||
|
Investments in unconsolidated entities |
|
343,382 |
|
|
321,729 |
||
|
Other investments |
|
485 |
|
|
508 |
||
|
|
|
|
|
3,256,787 |
|
|
2,855,962 |
Property, plant and equipment |
|
|
|
|
|
|||
|
In service and under construction |
|
11,189,882 |
|
|
11,194,044 |
||
|
Less: Accumulated depreciation |
|
7,443,048 |
|
|
7,347,919 |
||
|
|
|
|
|
3,746,834 |
|
|
3,846,125 |
|
|
|
|
|
|
|
|
|
Other assets and deferred charges |
|
270,042 |
|
|
334,554 |
|||
|
|
|
|
|
|
|
|
|
Total assets |
$ |
8,996,238 |
|
$ |
8,906,939 |
|||
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements. |
4
Telephone and Data Systems, Inc. Consolidated Balance Sheet — Liabilities and Equity (Unaudited) |
|||||||||
(Dollars and shares in thousands) |
March 31, 2015 |
|
December 31, 2014 |
||||||
Current liabilities |
|
|
|
|
|
||||
|
Current portion of long-term debt |
$ |
805 |
|
$ |
808 |
|||
|
Accounts payable |
|
312,091 |
|
|
387,125 |
|||
|
Customer deposits and deferred revenues |
|
338,076 |
|
|
324,318 |
|||
|
Accrued interest |
|
17,376 |
|
|
7,919 |
|||
|
Accrued taxes |
|
174,043 |
|
|
46,734 |
|||
|
Accrued compensation |
|
68,838 |
|
|
114,549 |
|||
|
Other current liabilities |
|
145,871 |
|
|
181,803 |
|||
|
|
|
|
|
|
1,057,100 |
|
|
1,063,256 |
|
|
|
|
|
|
|
|
|
|
Liabilities held for sale |
|
406 |
|
|
21,643 |
||||
|
|
|
|
|
|
|
|
|
|
Deferred liabilities and credits |
|
|
|
|
|
||||
|
Net deferred income tax liability |
|
878,809 |
|
|
941,519 |
|||
|
Other deferred liabilities and credits |
|
441,745 |
|
|
430,774 |
|||
|
|
|
|
|
|
|
|
|
|
Long-term debt |
|
1,993,457 |
|
|
1,993,586 |
||||
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies |
|
- |
|
|
- |
||||
|
|
|
|
|
|
|
|
|
|
Noncontrolling interests with redemption features |
|
6,619 |
|
|
1,150 |
||||
|
|
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
||||
|
TDS shareholders’ equity |
|
|
|
|
|
|||
|
|
Series A Common and Common Shares |
|
|
|
|
|
||
|
|
|
Authorized 290,000 shares (25,000 Series A Common and 265,000 Common Shares) |
|
|
|
|
|
|
|
|
|
Issued 132,758 shares (7,188 Series A Common and 125,570 Common Shares) and 132,749 shares (7,179 Series A Common and 125,570 Common Shares), respectively |
|
|
|
|
|
|
|
|
|
Outstanding 108,041 shares (7,188 Series A Common and 100,853 Common Shares) and 107,899 shares (7,179 Series A Common and 100,720 Common Shares), respectively |
|
|
|
|
|
|
|
|
|
Par Value ($.01 per share) $1,327 ($72 Series A Common and $1,255 Common Shares) |
|
1,327 |
|
|
1,327 |
|
|
|
Capital in excess of par value |
|
2,344,274 |
|
|
2,336,511 |
||
|
|
Treasury shares at cost: |
|
|
|
|
|
||
|
|
|
24,717 and 24,850 Common Shares, respectively |
|
(745,590) |
|
|
(748,199) |
|
|
|
Accumulated other comprehensive income |
|
6,012 |
|
|
6,452 |
||
|
|
Retained earnings |
|
2,460,323 |
|
|
2,330,187 |
||
|
|
|
Total TDS shareholders' equity |
|
4,066,346 |
|
|
3,926,278 |
|
|
|
|
|
|
|
|
|
|
|
|
Preferred shares |
|
824 |
|
|
824 |
|||
|
Noncontrolling interests |
|
550,932 |
|
|
527,909 |
|||
|
|
|
|
|
|
|
|
|
|
|
|
Total equity |
|
4,618,102 |
|
|
4,455,011 |
||
|
|
|
|
|
|
|
|
|
|
Total liabilities and equity |
$ |
8,996,238 |
|
$ |
8,906,939 |
||||
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements. |
5
Telephone and Data Systems, Inc. Consolidated Statement of Changes in Equity (Unaudited) |
|||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TDS Shareholders |
|
|
|
|
|
|
|
|
|
||||||||||||||||
(Dollars in thousands) |
Series A Common and Common Shares |
|
Capital in Excess of Par Value |
|
Treasury Common Shares |
|
Accumulated Other Comprehensive Income (Loss) |
|
Retained Earnings |
|
Total TDS Shareholders' Equity |
|
Preferred Shares |
|
Noncontrolling Interests |
|
Total Equity |
||||||||||||
December 31, 2014 |
$ |
1,327 |
|
$ |
2,336,511 |
|
$ |
(748,199) |
|
$ |
6,452 |
|
$ |
2,330,187 |
|
$ |
3,926,278 |
|
$ |
824 |
|
$ |
527,909 |
|
$ |
4,455,011 |
|||
Add (Deduct) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Net income attributable to TDS shareholders |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
145,740 |
|
|
145,740 |
|
|
- |
|
|
- |
|
|
145,740 |
|||
Net income attributable to noncontrolling interests classified as equity |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
24,444 |
|
|
24,444 |
|||
Change in foreign currency translation adjustment |
|
- |
|
|
- |
|
|
- |
|
|
36 |
|
|
- |
|
|
36 |
|
|
- |
|
|
- |
|
|
36 |
|||
Change related to retirement plan |
|
- |
|
|
- |
|
|
- |
|
|
(476) |
|
|
- |
|
|
(476) |
|
|
- |
|
|
- |
|
|
(476) |
|||
TDS Common and Series A Common Share dividends |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
(15,220) |
|
|
(15,220) |
|
|
- |
|
|
- |
|
|
(15,220) |
|||
TDS Preferred dividend requirement |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
(12) |
|
|
(12) |
|
|
- |
|
|
- |
|
|
(12) |
|||
Dividend reinvestment plan |
|
- |
|
|
642 |
|
|
1,757 |
|
|
- |
|
|
- |
|
|
2,399 |
|
|
- |
|
|
- |
|
|
2,399 |
|||
Incentive and compensation plans |
|
- |
|
|
(79) |
|
|
852 |
|
|
- |
|
|
(372) |
|
|
401 |
|
|
- |
|
|
- |
|
|
401 |
|||
Adjust investment in subsidiaries for repurchases, issuances and other compensation plans |
|
- |
|
|
4,734 |
|
|
- |
|
|
- |
|
|
- |
|
|
4,734 |
|
|
- |
|
|
(1,344) |
|
|
3,390 |
|||
Stock-based compensation awards |
|
- |
|
|
2,468 |
|
|
- |
|
|
- |
|
|
- |
|
|
2,468 |
|
|
- |
|
|
- |
|
|
2,468 |
|||
Tax windfall (shortfall) from stock awards |
|
- |
|
|
(2) |
|
|
- |
|
|
- |
|
|
- |
|
|
(2) |
|
|
- |
|
|
- |
|
|
(2) |
|||
Distributions to noncontrolling interests |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
(77) |
|
|
(77) |
|||
March 31, 2015 |
$ |
1,327 |
|
$ |
2,344,274 |
|
$ |
(745,590) |
|
$ |
6,012 |
|
$ |
2,460,323 |
|
$ |
4,066,346 |
|
$ |
824 |
|
$ |
550,932 |
|
$ |
4,618,102 |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements. |
6
Telephone and Data Systems, Inc. Consolidated Statement of Changes in Equity (Unaudited) |
|||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TDS Shareholders |
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
(Dollars in thousands) |
Series A Common and Common Shares |
|
Capital in Excess of Par Value |
|
Treasury Common Shares |
|
Accumulated Other Comprehensive Income (Loss) |
|
Retained Earnings |
|
Total TDS Shareholders' Equity |
|
Preferred Shares |
|
Noncontrolling Interests |
|
Total Equity |
||||||||||||
December 31, 2013 |
$ |
1,327 |
|
$ |
2,308,807 |
|
$ |
(721,354) |
|
$ |
(569) |
|
$ |
2,529,626 |
|
$ |
4,117,837 |
|
$ |
824 |
|
$ |
551,436 |
|
$ |
4,670,097 |
|||
Add (Deduct) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Net income attributable to TDS shareholders |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
18,254 |
|
|
18,254 |
|
|
- |
|
|
- |
|
|
18,254 |
|||
Net income attributable to noncontrolling interests classified as equity |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
2,011 |
|
|
2,011 |
|||
Change in foreign currency translation adjustment |
|
- |
|
|
- |
|
|
- |
|
|
(4) |
|
|
- |
|
|
(4) |
|
|
- |
|
|
- |
|
|
(4) |
|||
Change related to retirement plan |
|
- |
|
|
- |
|
|
- |
|
|
(365) |
|
|
- |
|
|
(365) |
|
|
- |
|
|
- |
|
|
(365) |
|||
TDS Common and Series A Common Share dividends |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
(14,570) |
|
|
(14,570) |
|
|
- |
|
|
- |
|
|
(14,570) |
|||
TDS Preferred dividend requirement |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
(12) |
|
|
(12) |
|
|
- |
|
|
- |
|
|
(12) |
|||
Repurchase of Common Shares |
|
- |
|
|
- |
|
|
(3,843) |
|
|
- |
|
|
- |
|
|
(3,843) |
|
|
|
|
|
- |
|
|
(3,843) |
|||
Dividend reinvestment plan |
|
- |
|
|
800 |
|
|
1,874 |
|
|
- |
|
|
- |
|
|
2,674 |
|
|
- |
|
|
- |
|
|
2,674 |
|||
Incentive and compensation plans |
|
- |
|
|
(284) |
|
|
665 |
|
|
- |
|
|
- |
|
|
381 |
|
|
- |
|
|
- |
|
|
381 |
|||
Adjust investment in subsidiaries for repurchases, issuances and other compensation plans |
|
- |
|
|
2,780 |
|
|
- |
|
|
- |
|
|
- |
|
|
2,780 |
|
|
- |
|
|
(262) |
|
|
2,518 |
|||
Stock-based compensation awards |
|
- |
|
|
2,011 |
|
|
- |
|
|
- |
|
|
- |
|
|
2,011 |
|
|
- |
|
|
- |
|
|
2,011 |
|||
Tax windfall (shortfall) from stock awards |
|
- |
|
|
(432) |
|
|
- |
|
|
- |
|
|
- |
|
|
(432) |
|
|
- |
|
|
- |
|
|
(432) |
|||
Distributions to noncontrolling interests |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
(325) |
|
|
(325) |
|||
March 31, 2014 |
$ |
1,327 |
|
$ |
2,313,682 |
|
$ |
(722,658) |
|
$ |
(938) |
|
$ |
2,533,298 |
|
$ |
4,124,711 |
|
$ |
824 |
|
$ |
552,860 |
|
$ |
4,678,395 |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements. |
7
Telephone and Data Systems, Inc.
Notes to Consolidated Financial Statements
1. Basis of Presentation
The accounting policies of Telephone and Data Systems, Inc. (“TDS”) conform to accounting principles generally accepted in the United States of America (“GAAP”) as set forth in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). The consolidated financial statements include the accounts of TDS and subsidiaries in which it has a controlling financial interest, including TDS’ 84%-owned wireless telephone subsidiary, United States Cellular Corporation (“U.S. Cellular”) and TDS’ wholly-owned subsidiary, TDS Telecommunications Corporation (“TDS Telecom”). In addition, the consolidated financial statements include certain entities in which TDS has a variable interest that require consolidation under GAAP. All material intercompany accounts and transactions have been eliminated.
The consolidated financial statements included herein have been prepared by TDS, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. However, TDS believes that the disclosures included herein are adequate to make the information presented not misleading. These consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in TDS’ Annual Report on Form 10-K (“Form 10-K”) for the year ended December 31, 2014.
TDS’ business segments reflected in this Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015 are U.S. Cellular, TDS Telecom’s Wireline, Cable, and Hosted and Managed Services (“HMS”) operations. TDS’ non-reportable other business activities are presented as “Corporate, Eliminations and Other”, which includes the operations of TDS’ wholly-owned subsidiaries Suttle-Straus, Inc. (“Suttle-Straus”) and Airadigm Communications, Inc. (“Airadigm”). Suttle-Straus and Airadigm’s financial results were not significant to TDS’ operations. All of TDS’ segments operate only in the United States, except for HMS, which includes an insignificant foreign operation. See Note 12 — Business Segment Information for summary financial information on each business segment.
The accompanying unaudited consolidated financial statements contain all adjustments (consisting of only normal recurring items, unless otherwise disclosed) necessary for a fair statement of the financial position as of March 31, 2015 and December 31, 2014, and the results of operations, cash flows, changes in comprehensive income and changes in equity for the three months ended March 31, 2015 and 2014. These results are not necessarily indicative of the results to be expected for the full year.
Recently Issued Accounting Pronouncements
On May 28, 2014, the FASB issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). ASU 2014-09 outlines a single comprehensive model to use in accounting for revenue arising from contracts with customers. This update has an effective date of January 1, 2017. However, on April 1, 2015, the FASB voted to propose a one-year deferral of the effective date of ASU 2014-09. If the proposal is adopted, TDS could elect to adopt the provisions of ASU 2014-09 effective January 1, 2018. Under this proposal, early adoption as of January 1, 2017 also would be permissible. TDS is evaluating the effects that adoption of ASU 2014-09 will have on its financial position, results of operations, and disclosures.
On August 27, 2014, the FASB issued Accounting Standards Update 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”). ASU 2014-15 requires TDS to assess its ability to continue as a going concern each interim and annual reporting period and provide certain disclosures if there is substantial doubt about the entity’s ability to continue as a going concern, including management’s plan to alleviate the substantial doubt. TDS is required to adopt the provisions of ASU 2014-15 effective January 1, 2016, but early adoption is permitted. The adoption of ASU 2014-15 is not expected to impact TDS’ financial position or results of operations.
On February 18, 2015, the FASB issued Accounting Standards Update 2015-02, Consolidation: Amendments to the Consolidation Analysis (“ASU 2015-02”). ASU 2015-02 simplifies consolidation accounting by reducing the number of consolidation models. Additionally, ASU 2015-02 changes certain criteria for identifying variable interest entities. TDS is required to adopt the provisions of ASU 2015-02 effective January 1, 2016. Early adoption is permitted. TDS is evaluating the effects that adoption of ASU 2015-02 will have on its financial position, results of operations, and disclosures.
8
On April 7, 2015, the FASB issued Accounting Standard Update 2015-03, Simplifying the Presentation of Debt Issuance Costs, which requires debt issuance costs to be presented in the balance sheet as an offset to the related debt obligation. TDS is required to apply the standards of this update effective January 1, 2016 on a retrospective basis. Early adoption is permitted. As of March 31, 2015, TDS had $60.0 million in debt issuance costs classified as Other assets and deferred charges that, upon adoption of the new standard, would be reclassified as an offset to Long-term debt.
Amounts Collected from Customers and Remitted to Governmental Authorities
TDS records amounts collected from customers and remitted to governmental authorities net within a tax liability account if the tax is assessed upon the customer and TDS merely acts as an agent in collecting the tax on behalf of the imposing governmental authority. If the tax is assessed upon TDS, then amounts collected from customers as recovery of the tax are recorded in Service revenues and amounts remitted to governmental authorities are recorded in Selling, general and administrative expenses in the Consolidated Statement of Operations. The amounts recorded gross in revenues that are billed to customers and remitted to governmental authorities totaled $26.1 million and $31.0 million for the three months ended March 31, 2015 and 2014, respectively.
2. Fair Value Measurements
As of March 31, 2015 and December 31, 2014, TDS did not have any financial or nonfinancial assets or liabilities that were required to be recorded at fair value in its Consolidated Balance Sheet in accordance with GAAP.
The provisions of GAAP establish a fair value hierarchy that contains three levels for inputs used in fair value measurements. Level 1 inputs include quoted market prices for identical assets or liabilities in active markets. Level 2 inputs include quoted market prices for similar assets and liabilities in active markets or quoted market prices for identical assets and liabilities in inactive markets. Level 3 inputs are unobservable. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. A financial instrument’s level within the fair value hierarchy is not representative of its expected performance or its overall risk profile and, therefore, Level 3 assets are not necessarily higher risk than Level 2 assets or Level 1 assets.
TDS has applied the provisions of fair value accounting for purposes of computing the fair value of financial instruments for disclosure purposes as displayed below.
|
|
|
Level within the Fair Value Hierarchy |
|
March 31, 2015 |
|
December 31, 2014 |
||||||||
|
|
|
|
Book Value |
|
Fair Value |
|
Book Value |
|
Fair Value |
|||||
(Dollars in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Cash and cash equivalents |
1 |
|
$ |
635,120 |
|
$ |
635,120 |
|
$ |
471,901 |
|
$ |
471,901 |
||
Long-term debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Retail |
2 |
|
|
1,453,250 |
|
|
1,468,689 |
|
|
1,453,250 |
|
|
1,414,105 |
|
|
Institutional and other |
2 |
|
|
537,362 |
|
|
530,975 |
|
|
537,471 |
|
|
518,322 |
The fair value of Cash and cash equivalents approximates the book value due to the short-term nature of these financial instruments. Long-term debt excludes capital lease obligations and the current portion of Long-term debt. The fair value of “Retail” Long-term debt was estimated using market prices for TDS’ 7.0% Senior Notes, 6.875% Senior Notes, 6.625% Senior Notes and 5.875% Senior Notes, and U.S. Cellular’s 6.95% Senior Notes and 7.25% Senior Notes. TDS’ “Institutional” debt consists of U.S. Cellular’s 6.7% Senior Notes which are traded over the counter. TDS estimated the fair value of its Institutional and other debt through a discounted cash flow analysis using the interest rates or estimated yield to maturity for each borrowing, which ranged from 0.00% to 7.02% and 0.00% to 7.25% at March 31, 2015 and December 31, 2014, respectively.
3. Equipment Installment Plans
TDS offers customers the option to purchase certain devices under an equipment installment contract over a period of up to 24 months. For certain equipment installment plans, after a specified period of time, the customer may have the right to upgrade to a new device and have the remaining unpaid equipment installment contract balance waived, subject to certain conditions, including trading in the original device in good working condition and signing a new equipment installment contract. TDS values this trade-in right as a guarantee liability. The guarantee liability is initially measured at fair value and is determined based on assumptions including the probability and timing of the customer upgrading to a new device and the fair value of the device being traded-in at the time of trade-in. As of March 31, 2015 and December 31, 2014, the guarantee liability related to these plans was $67.8 million and $57.5 million respectively, and is reflected in Customer deposits and deferred revenues in the Consolidated Balance Sheet.
9
TDS equipment installment plans do not provide for explicit interest charges. For equipment installment plans with a duration of greater than twelve months, TDS imputes interest.
|
The following table summarizes unbilled equipment installment plan receivables as of March 31, 2015 and December 31, 2014. Such amounts are presented on the Consolidated Balance Sheet as Accounts receivable – customers and agents and Other assets and deferred charges, as applicable. |
|||||
|
|
|
|
|
|
|
(Dollars in thousands) |
March 31, 2015 |
|
December 31, 2014 |
|||
Short-term portion of unbilled equipment installment plan receivables, gross |
$ |
166,551 |
|
$ |
127,400 |
|
Short-term portion of unbilled deferred interest |
|
(17,739) |
|
|
(16,365) |
|
Short-term portion of unbilled allowance for credit losses |
|
(5,631) |
|
|
(3,686) |
|
Short-term portion of unbilled equipment installment plan receivables, net |
$ |
143,181 |
|
$ |
107,349 |
|
|
|
|
|
|
|
|
Long-term portion of unbilled equipment installment plan receivables, gross |
$ |
83,215 |
|
$ |
89,435 |
|
Long-term portion of unbilled deferred interest |
|
(1,585) |
|
|
(2,791) |
|
Long-term portion of unbilled allowance for credit losses |
|
(5,805) |
|
|
(6,065) |
|
Long-term portion of unbilled equipment installment plan receivables, net |
$ |
75,825 |
|
$ |
80,579 |
TDS assesses the collectability of the equipment installment plan receivables based on historical payment experience, account aging and other qualitative factors. The credit profiles of TDS customers on equipment installment plans are similar to those of TDS customers with traditional subsidized plans. Customers with a higher risk credit profile are required to make a deposit for equipment purchased through an installment contract.
4. Income Taxes
TDS’ overall effective tax rate on Income before income taxes for the three months ended March 31, 2015 and 2014 was 39.8% and 36.5%, respectively.
TDS incurred a federal net operating loss in 2014 largely attributable to 50% bonus depreciation applicable to qualified 2014 capital expenditures. TDS carried back this federal net operating loss to prior tax years. As a result of the carryback, together with recovery of federal estimated taxes paid in 2014, TDS received a $99.7 million federal income tax refund in the three months ended March 31, 2015.
5. Earnings Per Share
Basic earnings per share attributable to TDS shareholders is computed by dividing Net income available to common shareholders of TDS by the weighted average number of common shares outstanding during the period. Diluted earnings per share attributable to TDS shareholders is computed by dividing Net income available to common shareholders of TDS by the weighted average number of common shares outstanding during the period adjusted to include the effects of potentially dilutive securities. Potentially dilutive securities primarily include incremental shares issuable upon exercise of outstanding stock options and the vesting of restricted stock units.
The amounts used in computing earnings per common share and the effects of potentially dilutive securities on the weighted average number of common shares were as follows:
|
|
|
|
|
Three Months Ended |
||||
|
|
|
|
|