UNITED STATES
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 September 30, 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 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 o No þ
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 o No o
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 September 30, 2003 and December 31, 2002 |
3 | |||||||
Consolidated Statements of Operations (unaudited)
For the Three and Nine Months Ended September 30, 2003 and 2002 |
4 | |||||||
Consolidated Statements of Cash Flows (unaudited)
For the Nine Months Ended September 30, 2003 and 2002 |
5 | |||||||
Notes to Consolidated Financial Statements (unaudited) |
6 | |||||||
| Item 2. | Managements Discussion and Analysis of Financial Condition and
Results of Operations |
28 | ||||||
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
45 | ||||||
| Item 4. | Controls and Procedures |
45 | ||||||
| PART II. | Other Information |
|||||||
| Item 1. | Legal Proceedings |
46 | ||||||
| Item 2. | Changes in Securities and Use of Proceeds |
47 | ||||||
| Item 3. | Defaults upon Senior Securities |
47 | ||||||
| Item 4. | Submission of Matters to a Vote of Security Holders |
47 | ||||||
| Item 5. | Other Information |
47 | ||||||
| Item 6. | Exhibits and Reports on Form 8-K |
47 | ||||||
| Signatures | 49 | |||||||
2
ALASKA COMMUNICATIONS SYSTEMS HOLDINGS, INC.
Consolidated Balance Sheets
(Unaudited, In Thousands Except Per Share Amounts)
| September 30, | December 31, | |||||||||
| 2003 | 2002 | |||||||||
Assets |
||||||||||
Current assets: |
||||||||||
Cash and cash equivalents |
$ | 121,160 | $ | 18,565 | ||||||
Restricted cash |
555 | 3,440 | ||||||||
Accounts receivable-trade, net of allowance of $6,255 and $6,075 |
39,470 | 48,820 | ||||||||
Accounts receivable-affiliate |
4,729 | 3,761 | ||||||||
Materials and supplies |
10,327 | 11,203 | ||||||||
Prepayments and other current assets |
6,266 | 6,172 | ||||||||
Assets held for sale |
| 261 | ||||||||
Total current assets |
182,507 | 92,222 | ||||||||
Property, plant and equipment |
1,055,802 | 1,090,365 | ||||||||
Less: accumulated depreciation |
671,447 | 625,276 | ||||||||
Property, plant and equipment, net |
384,355 | 465,089 | ||||||||
Goodwill |
38,403 | 77,225 | ||||||||
Intangible assets |
22,561 | 23,269 | ||||||||
Debt issuance costs, net of amortization of $5,119 and $15,883 |
19,312 | 21,130 | ||||||||
Deferred charges and other assets |
8,473 | 26,047 | ||||||||
Total assets |
$ | 655,611 | $ | 704,982 | ||||||
Liabilities and Stockholders Equity |
||||||||||
Current liabilities: |
||||||||||
Current portion of long-term obligations |
$ | 2,304 | $ | 5,933 | ||||||
Accounts payable-affiliates |
898 | 1,319 | ||||||||
Accounts payable, accrued and other current liabilities |
48,435 | 49,480 | ||||||||
Advance billings and customer deposits |
8,871 | 9,804 | ||||||||
Total current liabilities |
60,508 | 66,536 | ||||||||
Long-term obligations, net of current portion |
533,611 | 586,898 | ||||||||
Other deferred credits and long-term liabilities |
28,312 | 32,930 | ||||||||
Commitments and contingencies |
| | ||||||||
Stockholders equity: |
||||||||||
Common stock, $.01 par value; 1,000 shares authorized, 1 share
issued and outstanding |
| | ||||||||
Paid in capital in excess of par value |
287,242 | 287,242 | ||||||||
Accumulated deficit |
(241,537 | ) | (249,738 | ) | ||||||
Accumulated other comprehensive loss |
(12,525 | ) | (18,886 | ) | ||||||
Total stockholders equity |
33,180 | 18,618 | ||||||||
Total liabilities and stockholders equity |
$ | 655,611 | $ | 704,982 | ||||||
See Notes to Consolidated Financial Statements
3
ALASKA COMMUNICATIONS SYSTEMS HOLDINGS, INC.
Consolidated Statements of Operations
(Unaudited, In Thousands Except Per Share Amounts)
| Three Months Ended | Nine Months Ended | |||||||||||||||||
| September 30, | September 30, | |||||||||||||||||
| 2003 | 2002 | 2003 | 2002 | |||||||||||||||
Operating revenue: |
||||||||||||||||||
Local telephone |
$ | 53,261 | $ | 52,815 | $ | 162,472 | $ | 172,128 | ||||||||||
Wireless |
12,591 | 11,903 | 34,868 | 32,420 | ||||||||||||||
Directory |
| 8,360 | 11,631 | 25,382 | ||||||||||||||
Internet |
8,223 | 6,422 | 24,416 | 14,815 | ||||||||||||||
Interexchange |
4,147 | 3,998 | 12,623 | 11,991 | ||||||||||||||
Total operating revenue |
78,222 | 83,498 | 246,010 | 256,736 | ||||||||||||||
Operating expense: |
||||||||||||||||||
Local telephone (exclusive of depreciation and amortization) |
30,160 | 27,968 | 84,267 | 88,221 | ||||||||||||||
Wireless (exclusive of depreciation and amortization) |
7,545 | 7,441 | 21,796 | 21,329 | ||||||||||||||
Directory (exclusive of depreciation and amortization) |
| 3,408 | 5,249 | 10,366 | ||||||||||||||
Internet (exclusive of depreciation and amortization) |
11,730 | 8,756 | 35,829 | 21,904 | ||||||||||||||
Interexchange (exclusive of depreciation and amortization) |
6,056 | 5,723 | 17,886 | 17,494 | ||||||||||||||
Contract termination and asset impairment charges |
54,539 | | 54,539 | | ||||||||||||||
Depreciation and amortization |
22,044 | 22,458 | 66,735 | 61,690 | ||||||||||||||
Loss (gain) on disposal of assets, net |
(15,968 | ) | 1,835 | (112,507 | ) | 2,108 | ||||||||||||
Total operating expense |
116,106 | 77,589 | 173,794 | 223,112 | ||||||||||||||
Operating income (loss) |
(37,884 | ) | 5,909 | 72,216 | 33,624 | |||||||||||||
Other income (expense): |
||||||||||||||||||
Interest expense |
(21,939 | ) | (12,744 | ) | (49,546 | ) | (36,462 | ) | ||||||||||
Interest income and other |
(15,100 | ) | 578 | (10,121 | ) | 1,626 | ||||||||||||
Total other expense |
(37,039 | ) | (12,166 | ) | (59,667 | ) | (34,836 | ) | ||||||||||
Income (loss) before income taxes, discontinued operations
and cumulative effect of change in accounting principle |
(74,923 | ) | (6,257 | ) | 12,549 | (1,212 | ) | |||||||||||
Income tax benefit |
| | | | ||||||||||||||
Income (loss) from continuing operations |
(74,923 | ) | (6,257 | ) | 12,549 | (1,212 | ) | |||||||||||
Loss from discontinued operations, net of tax |
| (136 | ) | (52 | ) | (7,523 | ) | |||||||||||
Income (loss) before cumulative effect of change
in accounting principle |
(74,923 | ) | (6,393 | ) | 12,497 | (8,735 | ) | |||||||||||
Cumulative effect of change in accounting principle |
| | | (105,350 | ) | |||||||||||||
Net income (loss) |
$ | (74,923 | ) | $ | (6,393 | ) | $ | 12,497 | $ | (114,085 | ) | |||||||
See Notes to Consolidated Financial Statements
4
ALASKA COMMUNICATIONS SYSTEMS HOLDINGS, INC.
Consolidated Statements of Cash Flows
(Unaudited, In Thousands)
| Nine Months Ended | |||||||||
| September 30, | |||||||||
| 2003 | 2002 | ||||||||
Cash Flows from Operating Activities: |
|||||||||
Net income (loss) |
$ | 12,497 | $ | (114,085 | ) | ||||
Adjustments to reconcile net income (loss) to net cash provided by
operating activities: |
|||||||||
Loss on discontinued operations |
52 | 7,523 | |||||||
Cumulative effect of change in accounting principle |
| 105,350 | |||||||
Depreciation and amortization |
66,735 | 61,690 | |||||||
Loss (gain) on disposal of assets and asset impairment charges, net |
(48,748 | ) | 2,108 | ||||||
Amortization of debt issuance costs and original issue discount |
15,866 | 3,134 | |||||||
Capitalized interest |
(88 | ) | (1,078 | ) | |||||
Other deferred credits |
1,743 | (914 | ) | ||||||
Changes in components of working capital: |
|||||||||
Accounts receivable and other current assets |
8,087 | (4,774 | ) | ||||||
Accounts payable and other current liabilities |
(5,028 | ) | (8,899 | ) | |||||
Other |
(557 | ) | (280 | ) | |||||
Net cash used by discontinued operations |
(40 | ) | (596 | ) | |||||
Net cash provided by operating activities |
50,519 | 49,179 | |||||||
Cash Flows from Investing Activities: |
|||||||||
Construction and capital expenditures, net of capitalized interest |
(29,787 | ) | (50,253 | ) | |||||
Net proceeds from sale of business |
155,268 | | |||||||
Issuance of note receivable |
| (15,000 | ) | ||||||
Release of funds from escrow |
3,539 | 3,706 | |||||||
Placement of funds in restricted account |
(645 | ) | | ||||||
Net cash provided (used) by investing activities |
128,375 | (61,547 | ) | ||||||
Cash Flows from Financing Activities: |
|||||||||
Payments on long-term debt |
(433,973 | ) | (6,774 | ) | |||||
Proceeds from issuance of long-term debt |
375,970 | | |||||||
Debt issuance costs |
(14,000 | ) | | ||||||
Dividends |
(4,296 | ) | (830 | ) | |||||
Net cash used by financing activities |
(76,299 | ) | (7,604 | ) | |||||
Increase (decrease) in cash and cash equivalents |
102,595 | (19,972 | ) | ||||||
Cash and cash equivalents at beginning of the period |
18,565 | 41,012 | |||||||
Cash and cash equivalents at the end of the period |
$ | 121,160 | $ | 21,040 | |||||
Supplemental Cash Flow Data: |
|||||||||
Interest paid |
$ | 31,670 | $ | 30,796 | |||||
Income taxes paid |
| | |||||||
Supplemental Noncash Transactions: |
|||||||||
Property acquired under capital leases and mortgages |
$ | 2,340 | $ | 2,306 | |||||
Interest rate swap marked to market |
$ | (6,361 | ) | $ | 3,786 | ||||
See Notes to Consolidated Financial Statements
5
ALASKA COMMUNICATIONS SYSTEMS HOLDINGS, INC.
Notes to Consolidated Financial Statements
(Unaudited, Amounts 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, wireless, Internet, and interexchange services to its customers in the state of Alaska through its telecommunications subsidiaries. The Company is 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) |
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 and contract termination and asset impairment charges) 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 and nine months ended September 30, 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 September 30, 2003 and 2002, the Company had liabilities of $16,433 and $20,748, respectively, related to its estimate of refundable access revenue.
6
ALASKA COMMUNICATIONS SYSTEMS HOLDINGS, INC.
Notes to Consolidated Financial Statements
(Unaudited, Amounts In Thousands Except Per Share Amounts)
| 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 22, 2002, the Company received an order from the RCA which extended lives approved for ratemaking purposes beyond the economically useful lives of the underlying assets. Management petitioned for reconsideration on the ACSA order and the RCA has accepted additional testimony and held a hearing in May of 2003. The RCA subsequently reconsidered its order and adopted service lives that more closely approximate the actual economic lives of the assets. 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 $8,289 as of September 30, 2003 related to depreciation of the regulated telephone plant allocable to its intrastate and local jurisdictions. The Company has also deferred as a regulatory asset $894 of costs incurred in connection with regulatory rate making proceedings, which is being amortized over three years starting in 2003. The balance of this regulatory asset was $670 at September 30, 2003. If the Company were not following SFAS No. 71, it would have recorded additional depreciation expense of $8,289 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 nine months ended September 30, 2003 or 2002. If compensation costs had been determined consistent with SFAS No. 123, Accounting for Stock-Based Compensation, the Companys net income (loss) on a pro forma basis for the nine months ended September 30, 2003 and 2002 would have been as follows:
| For the nine months ended September 30, | |||||||||
| 2003 | 2002 | ||||||||
Net income (loss): |
|||||||||
As reported |
$ | 10,565 | $ | (116,025 | ) | ||||
Pro forma |
10,620 | (117,415 | ) | ||||||
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 |
2.95 | % | 2.69 | % | ||||
Dividend yield |
0.0 | % | 0.0 | % | ||||
Expected volatility factor |
57.0 | % | 57.8 | % | ||||
Expected option life (years) |
6.1 | 6.1 | ||||||
7
ALASKA COMMUNICATIONS SYSTEMS HOLDINGS, INC.
Notes to Consolidated Financial Statements
(Unaudited, Amounts In Thousands Except Per Share Amounts)
| 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 upon settlement.
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 exchan