UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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, 2003
OR
| o 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 333-82363
ALASKA COMMUNICATIONS SYSTEMS HOLDINGS, INC.
| Delaware (State or Other Jurisdiction of Incorporation or Organization) |
91-1921377 (I.R.S. Employer Identification No.) |
600 Telephone Avenue, Anchorage, Alaska 99503
(Address of Principal Executive Offices) (Zip Code)
(907) 297-3000
(Registrants Telephone Number, Including Area Code)
Not Applicable
(Former name, former address and former three months, if changed since last report)
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 [ü] | No [ ] |
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
| Yes [ ] | No [ü] |
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
| Yes [ ] | No [ ] |
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the last practicable date.
DOCUMENTS INCORPORATED BY REFERENCE
None
TABLE OF CONTENTS
| Page | ||||
| Number | ||||
| PART I. | Financial Information | |||
| Item 1. | Financial Statements: | |||
|
Consolidated Balance Sheets (unaudited) As of March 31, 2003 and December 31, 2002 |
3 | |||
|
Consolidated Statements of Operations (unaudited) For the Three Months Ended March 31, 2003 and 2002 |
4 | |||
|
Consolidated Statements of Cash Flows (unaudited) For the Three Months Ended March 31, 2003 and 2002 |
5 | |||
| Notes to Consolidated Financial Statements (unaudited) | 6 | |||
| Item 2. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
15 | ||
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 25 | ||
| Item 4. | Controls and Procedures | 25 | ||
| PART II. | Other Information | |||
| Item 1. | Legal Proceedings | 26 | ||
| Item 2. | Changes in Securities and Use of Proceeds | 27 | ||
| Item 3. | Defaults upon Senior Securities | 27 | ||
| Item 4. | Submission of Matters to a Vote of Security Holders | 27 | ||
| Item 5. | Other Information | 27 | ||
| Item 6. | Exhibits and Reports on Form 8-K | 27 | ||
| Signatures | 28 | |||
| Certifications | 29 |
2
ALASKA COMMUNICATIONS SYSTEMS HOLDINGS, INC.
Consolidated Balance Sheets
(Unaudited, In Thousands Except Per Share Amounts)
| March 31, | December 31, | |||||||||||
| 2003 | 2002 | |||||||||||
Assets |
||||||||||||
Current assets: |
||||||||||||
Cash and cash equivalents |
$ | 33,482 | $ | 18,565 | ||||||||
Restricted cash |
310 | 3,440 | ||||||||||
Accounts receivable-trade, net of allowance of $6,179 and $6,075 |
45,536 | 48,820 | ||||||||||
Accounts receivable-affiliate |
3,754 | 3,761 | ||||||||||
Materials and supplies |
10,924 | 11,203 | ||||||||||
Prepayments and other current assets |
5,091 | 6,172 | ||||||||||
Assets held for sale |
| 261 | ||||||||||
Total current assets |
99,097 | 92,222 | ||||||||||
Property, plant and equipment |
1,094,131 | 1,090,365 | ||||||||||
Less: accumulated depreciation |
643,420 | 625,276 | ||||||||||
Property, plant and equipment, net |
450,711 | 465,089 | ||||||||||
Goodwill |
77,225 | 77,225 | ||||||||||
Intangible assets |
23,026 | 23,269 | ||||||||||
Debt issuance costs, net of amortization of $16,916 and $15,883 |
20,097 | 21,130 | ||||||||||
Deferred charges and other assets |
26,030 | 26,047 | ||||||||||
Total assets |
$ | 696,186 | $ | 704,982 | ||||||||
Liabilities and Stockholders Equity |
||||||||||||
Current liabilities: |
||||||||||||
Current portion of long-term obligations |
$ | 8,282 | $ | 5,933 | ||||||||
Accounts payable-affiliates |
1,624 | 1,319 | ||||||||||
Accounts payable, accrued and other current liabilities |
44,713 | 49,480 | ||||||||||
Advance billings and customer deposits |
9,852 | 9,804 | ||||||||||
Total current liabilities |
64,471 | 66,536 | ||||||||||
Long-term obligations, net of current portion |
586,573 | 586,898 | ||||||||||
Other deferred credits and long-term liabilities |
31,227 | 32,930 | ||||||||||
Commitments and contingencies |
| | ||||||||||
Stockholders equity: |
||||||||||||
Common stock, $.01 par value; 1,000 shares authorized, 1 share
issued and outstanding |
| | ||||||||||
Contributed capital |
287,242 | 287,242 | ||||||||||
Accumulated deficit |
(256,103 | ) | (249,738 | ) | ||||||||
Accumulated other comprehensive loss |
(17,224 | ) | (18,886 | ) | ||||||||
Total stockholders equity |
13,915 | 18,618 | ||||||||||
Total liabilities and stockholders equity |
$ | 696,186 | $ | 704,982 | ||||||||
See Notes to Consolidated Financial Statements
3
ALASKA COMMUNICATIONS SYSTEMS HOLDINGS, INC.
Consolidated Statements of Operations
(Unaudited, In Thousands)
| Three Months Ended | ||||||||||
| March 31, | ||||||||||
| 2003 | 2002 | |||||||||
Operating revenue: |
||||||||||
Local telephone |
$ | 54,001 | $ | 55,322 | ||||||
Wireless |
10,330 | 9,355 | ||||||||
Directory |
8,278 | 8,641 | ||||||||
Internet |
6,296 | 3,842 | ||||||||
Interexchange |
4,766 | 4,850 | ||||||||
Total operating revenue |
83,671 | 82,010 | ||||||||
Operating expense: |
||||||||||
Local telephone (exclusive of depreciation and amortization) |
27,847 | 28,998 | ||||||||
Wireless (exclusive of depreciation and amortization) |
6,564 | 6,042 | ||||||||
Directory (exclusive of depreciation and amortization) |
3,449 | 3,426 | ||||||||
Internet (exclusive of depreciation and amortization) |
9,276 | 5,128 | ||||||||
Interexchange (exclusive of depreciation and amortization) |
6,589 | 6,615 | ||||||||
Depreciation and amortization |
22,600 | 19,259 | ||||||||
Loss of disposal of assets |
746 | | ||||||||
Total operating expense |
77,071 | 69,468 | ||||||||
Operating income |
6,600 | 12,542 | ||||||||
Other income (expense): |
||||||||||
Interest expense |
(12,687 | ) | (12,743 | ) | ||||||
Interest income and other |
192 | 500 | ||||||||
Total other expense |
(12,495 | ) | (12,243 | ) | ||||||
Income (loss) before income taxes, discontinued operations and cumulative
effect of change in accounting principle |
(5,895 | ) | 299 | |||||||
Income tax benefit |
| | ||||||||
Income (loss) from continuing operations |
(5,895 | ) | 299 | |||||||
Loss from discontinued operations |
(52 | ) | (6,872 | ) | ||||||
Loss before cumulative effect of change
in accounting principle |
(5,947 | ) | (6,573 | ) | ||||||
Cumulative effect of change in accounting principle |
| (105,350 | ) | |||||||
Net loss |
$ | (5,947 | ) | $ | (111,923 | ) | ||||
See Notes to Consolidated Financial Statements
4
ALASKA COMMUNICATIONS SYSTEMS HOLDINGS, INC.
Consolidated Statements of Cash Flows
(Unaudited, In Thousands)
| Three Months Ended | |||||||||
| March 31, | |||||||||
| 2003 | 2002 | ||||||||
Cash Flows from Operating Activities: |
|||||||||
Net loss |
$ | (5,947 | ) | $ | (111,923 | ) | |||
Adjustments to reconcile net loss to net cash provided by operating activities: |
|||||||||
Loss on discontinued operations |
52 | 6,872 | |||||||
Cumulative effect of change in accounting principle |
| 105,350 | |||||||
Depreciation and amortization |
22,600 | 19,259 | |||||||
Loss on disposal of assets |
746 | | |||||||
Amortization of debt issuance costs and original issue discount |
1,033 | 1,033 | |||||||
Capitalized interest |
| (349 | ) | ||||||
Other deferred credits |
(41 | ) | 3,973 | ||||||
Changes in components of working capital: |
|||||||||
Accounts receivable and other current assets |
4,631 | 1,154 | |||||||
Accounts payable and other current liabilities |
(4,423 | ) | 2,356 | ||||||
Other |
17 | (742 | ) | ||||||
Net cash used in discontinued operations |
(41 | ) | (384 | ) | |||||
Net cash provided by operating activities |
18,627 | 26,599 | |||||||
Cash Flows from Investing Activities: |
|||||||||
Construction and capital expenditures, net of capitalized interest |
(6,115 | ) | (13,246 | ) | |||||
Release of funds from escrow |
3,339 | | |||||||
Placement of funds in restricted account |
(200 | ) | | ||||||
Net cash used by investing activities |
(2,976 | ) | (13,246 | ) | |||||
Cash Flows from Financing Activities: |
|||||||||
Payments on long-term debt |
(316 | ) | (331 | ) | |||||
Dividends |
(418 | ) | | ||||||
Net cash used by financing activities |
(734 | ) | (331 | ) | |||||
Increase in cash and cash equivalents |
14,917 | 13,022 | |||||||
Cash and cash equivalents at beginning of the period |
18,565 | 41,012 | |||||||
Cash and cash equivalents at the end of the period |
$ | 33,482 | $ | 54,034 | |||||
Supplemental Cash Flow Data: |
|||||||||
Interest paid |
$ | 8,401 | $ | 9,805 | |||||
Income taxes paid |
| | |||||||
Supplemental Noncash Transactions: |
|||||||||
Property acquired under capital leases and mortgages |
$ | 2,340 | $ | | |||||
Interest rate swap marked to market |
$ | (1,662 | ) | $ | (2,903 | ) | |||
See Notes to Consolidated Financial Statements
5
ALASKA COMMUNICATIONS SYSTEMS HOLDINGS, INC.
Notes to Consolidated Financial Statements
(Unaudited, Dollars In Thousands Except Per Share Amounts)
1. DESCRIPTION OF COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Alaska Communications Systems Holdings, Inc. and Subsidiaries (the Company or ACS Holdings), a Delaware corporation, is an integrated communications provider engaged principally in providing local telephone, directory, wireless, Internet, and interexchange services to its customers in the state of Alaska through its telecommunications subsidiaries. The Company was formed in October of 1998 for the purpose of acquiring and operating telecommunications properties. The principal activities in 1998 and through May 14, 1999 were the preparation of systems and obtaining financing for pending acquisitions. On May 14, 1999, the Company was acquired and became a wholly owned subsidiary of Alaska Communications Systems Group, Inc. (the Parent or ACS Group).
The financial statements for the Company represent the consolidated financial position, results of operations and cash flows principally of the following entities:
| | Alaska Communications Systems Holdings, Inc. | ||
| | ACS of Alaska, Inc. (ACSAK) | ||
| | ACS of the Northland, Inc. (ACSN) | ||
| | ACS of Fairbanks, Inc. (ACSF) | ||
| | ACS of Anchorage, Inc. (ACSA) | ||
| | ACS Wireless, Inc. (ACSW) | ||
| | ACS Long Distance, Inc. (ACSLD) | ||
| | ACS Internet, Inc. (ACSI) | ||
| | ACS InfoSource, Inc. (ACSIS) |
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to rules and regulations of the Securities and Exchange Commission. However, the Company believes the disclosures which are made are adequate to make the information presented not misleading. The consolidated financial statements and footnotes included in this Form 10-Q should be read in conjunction with the consolidated financial statements and notes thereto included in the Companys Annual Report on Form 10-K for the year ended December 31, 2002. Certain reclassifications have been made to the 2002 financial statements to make them conform to the current presentation.
In the opinion of management, the financial statements contain all adjustments (consisting of normal recurring adjustments) necessary to present fairly the consolidated financial position, results of operations and cash flows for all periods presented. The results of operations for the three months ended March 31, 2003 and 2002 are not necessarily indicative of the results of operations which might be expected for the entire year or any other interim periods.
Revenue Recognition
Access revenue is recognized when earned. The Company participates in toll
revenue pools with other telephone companies. Such pools are funded by toll
revenue and/or access charges regulated by the Regulatory Commission of Alaska
(RCA) within the intrastate jurisdiction and the Federal Communications
Commission (FCC) within the interstate jurisdiction. Much of the interstate
access revenue is initially recorded based on estimates. These estimates are
derived from interim financial statements, available separations studies and
the most recent information available about achieved rates of return. These
estimates are subject to adjustment in future accounting periods as additional
operational information becomes available. To the extent that disputes arise
over revenue settlements, the Companys policy is to defer revenue collected
until settlement methodologies are resolved and finalized. During the second
quarter of 2002, the Company recognized as revenue $11,066 of previously
deferred interstate access revenue and reversed $1,673 of interest expense
previously accrued thereon as a result of a favorable ruling by the District of
Columbia Court of Appeals related to a dispute on interstate access rates for
the Anchorage market. At March 31, 2003 and 2002, the Company had liabilities
of $17,532 and $35,433, respectively, related to its estimate of refundable
access revenue.
6
ALASKA COMMUNICATIONS SYSTEMS HOLDINGS, INC. 1. DESCRIPTION OF COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Regulatory Accounting and Regulation
The local telephone exchange operations of the Company account for costs
in accordance with the accounting principles for regulated enterprises
prescribed by Statement of Financial Accounting Standards (SFAS) No. 71,
Accounting for the Effects of Certain Types of Regulation. This accounting
recognizes the economic effects of rate regulation by recording cost and a
return on investment as such amounts are recovered through rates authorized by
regulatory authorities. Accordingly, under SFAS No. 71, plant and equipment is
depreciated over lives approved by regulators and certain costs and obligations
are deferred based upon approvals received from regulators to permit recovery
of such amounts in future years. Historically, lives approved for regulatory
purposes have approximated economically useful lives. On July 21, 2002, the
Company received an order from the RCA which appears to extend lives approved
for rate-making purposes beyond the economically useful lives of the underlying
assets. Management petitioned for reconsideration, and the RCA has agreed to
take additional testimony. A final order on the matter is not expected until
the second quarter of 2003. The Company implemented, effective January 1, 2003,
higher depreciation rates for its regulated telephone plant for the interstate
jurisdiction. As a result, the Company has recorded a regulatory asset under
SFAS No. 71 of $2,418. As of March 31, 2002 the Company has also deferred as a
regulatory asset $894 of costs incurred in connection with regulatory rate
making proceedings, which will be amortized in future periods. If the Company
were not following SFAS No. 71, it would have recorded additional depreciation
expense of $2,418 for the intrastate and local jurisdictions and the deferred
costs incurred in connection with regulatory rate making proceedings would have
been charged to expense as incurred. Non-regulated revenues and costs incurred
by the local telephone exchange operations and non-regulated operations of the
Company are not accounted for under SFAS No. 71 principles.
Stock Incentive Plans
The Companys employees participate in various plans of ACS Group. The
Company applies Accounting Principles Board Opinion No. 25 Accounting for
Stock Issued to Employees, in accounting for its stock incentive plans.
Accordingly, no compensation cost has been recognized for options with exercise
prices equal to or greater than fair value on the date of grant. No
compensation costs were charged to operations for the three months ended March
31, 2003 or 2002. If compensation costs had been determined consistent with
SFAS No. 123, Accounting for Stock-Based Compensation, the Companys net loss
on a pro forma basis for the three months ended March 31, 2003 and 2002 would
have been as follows:
Table of Contents
Notes to Consolidated Financial Statements, Continued
(Unaudited, Dollars In Thousands Except Per Share Amounts)
| For the three months ended | |||||||||
| March 31, | |||||||||
| 2003 | 2002 | ||||||||
Net loss: |
|||||||||
As reported |
$ | (5,947 | ) | $ | (111,923 | ) | |||
Pro forma |
(6,375 | ) | (112,394 | ) | |||||
The fair value for these options was estimated at the date of grant using a Black-Scholes option pricing model with the following weighted average assumptions for grants:
| 2003 | 2002 | |||||||
Risk free rate |
2.88 | % | 4.98 | % | ||||
Dividend yield |
0.0 | % | 0.0 | % | ||||
Expected volatility factor |
64.2 | % | 52.3 | % | ||||
Expected option life (years) |
6.1 | 6.1 | ||||||
7
ALASKA COMMUNICATIONS SYSTEMS HOLDINGS, INC.
Notes to Consolidated Financial Statements, Continued
(Unaudited, Dollars In Thousands Except Per Share Amounts)
1. DESCRIPTION OF COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Change in Accounting Estimate
During the period, the Company changed its estimate of the useful lives of certain classes of assets resulting in additional depreciation expense of $806, or $0.03 per share for the three months ended March 31, 2003. Management adopted the higher depreciation rates as a result of an evaluation of the expected economic useful lives of the underlying assets, primarily in its regulated local telephone segment as applied to the interstate jurisdiction under SFAS No. 71.
2. NEW ACCOUNTING STANDARDS
On August 15, 2001, the Financial Accounting Standards Board (FASB) issued SFAS No. 143, Accounting for Asset Retirement Obligations. This statement is effective for financial statements issued for fiscal years beginning after June 15, 2002. SFAS No. 143 addresses financial accounting and reporting obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. This standard generally applies to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and/or the normal operation of a long-lived asset. Under the new accounting method, asset retirement obligations are recognized in the period in which they are incurred if a reasonable estimate of fair value can be made. When the liability is initially recorded, the cost is capitalized and increases the carrying value of the related long-lived asset. The liability is then accreted to its present value each period and the capitalized cost is depreciated over the estimated useful life of the related asset. At the settlement date, the obligation is settled for its recorded amount or a gain or loss is recognized.
In accordance with federal and state regulations, depreciation expense for the Companys local exchange carriers regulated operations have historically included an additional provision for cost of removal. Under SFAS No. 143, the additional cost of removal provision would no longer be included in depreciation expense, because it does not meet the recognition and measurement principles of an asset retirement obligation. On December 20, 2002, the FCC notified local exchange carriers that they should not adopt the provisions of SFAS No. 143 unless specifically required by the FCC in the future. As a result of the FCC ruling, the Company will continue to record a regulatory liability for cost of removal for its local exchange carriers subsidiaries that follow SFAS No. 71 accounting.
The Company applied the provisions of SFAS No. 143 to its nonregulated subsidiaries effective January 1, 2003. The Company has cell site leases which typically have terms of 10 years that contain contractual obligations to restore the site to its original condition. Since the Company plans to renew these leases indefinitely, it is unable to determine when it might have to perform the restoration of the cell sites to their original condition. The Company is therefore unable to estimate the fair value of these asset retirement obligations and has not recorded a liability under SFAS No. 143.
In June 2002, FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities. SFAS No. 146 requires that companies recognize costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan. SFAS No. 146 is to be applied prospectively to exit or disposal activities initiated after December 31, 2002. The Company does not believe the adoption of this statement will have a material impact on its financial position, results of operations, or cash flows.
8
ALASKA COMMUNICATIONS SYSTEMS HOLDINGS, INC.
Notes to Consolidated Financial Statements, Continued
(Unaudited, Dollars In Thousands Except Per Share Amounts)
2. NEW ACCOUNTING STANDARDS (Continued)
On December 31, 2002, FASB issued SFAS No. 148, Accounting for Stock-Based CompensationTransition and Disclosure. SFAS No. 148 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. In addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The Company does not currently have plans to change to the fair value method of accounting for our stock based compensation. The disclosure requirements are now effective.
In November 2002, the FASB issued FASB Interpretation No. 45 (FIN 45), Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others. FIN 45 requires that upon issuance of a guarantee, the guarantor must recognize a liability for the fair value of the obligation it assumes under that guarantee. FIN 45 also requires additional disclosures by a guarantor in its interim and annual financial statements about the obligations associated with guarantees issued. The disclosure requirements are effective for financial statements of interim or annual periods ending after December 15, 2002. The recognition and measurement provisions are effective on a prospective basis to guarantees issued or modified after December 31, 2002. The adoption of FIN 45 has no effect on the Companys financial position, results of operations or cash flows.
3. DISCONTINUED OPERATIONS
On March 30, 2002, the Company approved a plan to sell its wireless cable television service segment. As a result of this decision, the operating revenue and expense of this segment has been classified as discontinued operations under SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, for all periods presented and the assets and liabilities of the disposal group have been written down to their fair value, net of expected selling expenses. The income tax benefit in all periods was offset by a valuation allowance. The Company completed its disposal of its wireless cable television segment as of March 31, 2003. The following discloses the results of the discontinued operations for the three months ended March 31, 2003 and 2002:
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2003 | 2002 | |||||||
Operating revenue |
$ | 110 | $ | 214 | ||||
Operating expense |
162 | 398 | ||||||
Operating loss |
(52 | ) | (184 | ) | ||||
Interest expense |
| (28 | ) | |||||
Loss from operations of discontinued segment |
(52 | ) | (212 | ) | ||||
Write down of net assets to fair value |
| (6,660 | ) | |||||
Loss from discontinued operations |
$ | (52 | ) | $ | (6,872 | ) | ||
9
ALASKA COMMUNICATIONS SYSTEMS HOLDINGS, INC.
Notes to Consolidated Financial Statements, Continued
(Unaudited, Dollars In Thousands Except Per Share Amounts)
4. CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE
Effective January 1, 2002, the Company adopted SFAS No. 142, Goodwill and Other Intangible Assets. SFAS No. 142 requires that goodwill be tested for impairment at the reporting unit level upon adoption and at least annually thereafter, utilizing a two-step methodology. The initial step requires the Company to determine the fair value of each reporting unit and compare it to the carrying value, including goodwill, of such unit. If the fair value exceeds the carrying value, no impairment loss would be recognized. However, if the carrying value of the reporting unit exceeds its fair value, the goodwill of the unit may be impaired. The amount, if any, of the impairment is then measured in the second step. The second step of the goodwill impairment test compares the implied fair value goodwill of the reporting unit with the carrying amount of that goodwill. The implied fair value of a reporting units goodwill is the excess of the fair value of a reporting unit over the amounts assigned to assets and liabilities. If the carrying value amount of reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment loss shall be recognized in an amount equal to that excess.
The Company has determined that its business segments constitute reporting units, with the exception of the Internet segment, which includes two reporting units. Those reporting units are (1) Internet service and (2) IP based private network service. The Company completed the initial step of impairment testing which indicated that goodwill recorded in the local telephone, Internet, and interexchange segments was impaired as of January 1, 2002. Due to the potential impairment, the Company then completed the second step of the test to measure the amount of the impairment. The Company determined the fair value of each reporting unit for purposes of this test primarily by using a discounted cash flow valuation technique. Significant estimates used in the valuation include estimates of future cash flows, both future short-term and long-term growth rates, and the Companys estimated cost of capital for purposes of arriving at a discount factor. Based on that analysis, a transitional impairment loss of $105,350 was recognized as the cumulative effect of a change in accounting principle in the consolidated statement of operations. The income tax benefit of $39,540 was offset by a valuation allowance.
5. STOCK INCENTIVE PLANS
The Companys employees participate in various plans of ACS Group, which through its Compensation Committee of the Board of Directors, may grant stock options, stock appreciation rights and other awards to officers, employees and non-employee directors. At March 31, 2003, ACS Group has reserved a total of 6,060 shares of authorized common stock for issuance under the plans. The plans terminate in approximately 10 years from the date of adoption and allow forfeited options to be reissued. In general, options under the plans vest ratably over three, four or five years and will have an exercise price equal to the fair market value of the common stock on the date of grant. The term of options granted under the plan may not exceed 10 years.
Alaska Communications Systems Group, Inc. 1999 Stock Incentive Plan
ACS Group has reserved 4,910 shares under this plan, which was adopted by the Company in November 1999. At March 31 2003, 5,712 options have been granted, 1,935 have been forfeited, 441 have been exercised, and 1,133 shares are available for grant under the plan.