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 ending March 31, 2004
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 001-10415
MCI, Inc.
(Successor by merger to WorldCom, Inc.)
(Exact name of registrant as specified in its charter)
| Delaware | 20-0533283 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| 22001 Loudoun County Parkway, Ashburn, Virginia |
20147 | |
| (Address of principal executive offices) | (Zip Code) | |
Registrants telephone number, including area code: (703) 886-5600
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 x No ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes x No ¨
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 x No ¨
As of April 30, 2004, there were 314,856,250 shares of MCI common stock outstanding.
| Page | ||||
| PART I | ||||
| FINANCIAL INFORMATION |
||||
| Item 1. |
Condensed Consolidated Financial Statements (Unaudited) | |||
| Condensed consolidated statements of operations for the three-month periods ended March 31, 2004 and 2003 | 3 | |||
| Condensed consolidated balance sheets as of March 31, 2004 and December 31, 2003 | 4 | |||
| Condensed consolidated statements of cash flows for the three-month periods ended March 31, 2004 and 2003 | 5 | |||
| Notes to condensed consolidated financial statements | 6 | |||
| Item 2. |
Managements Discussion and Analysis of Financial Condition and Results of Operations | 24 | ||
| Item 3. |
Quantitative and Qualitative Disclosures about Market Risk | 37 | ||
| Item 4. |
Controls and Procedures | 38 | ||
| PART II | ||||
| Item 1. |
43 | |||
| Item 2. |
43 | |||
| Item 3. |
43 | |||
| Item 4. |
43 | |||
| Item 5. |
43 | |||
| Item 6. |
44 | |||
| 46 | ||||
2
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In Millions, Except Per Share Data)
| Successor Company |
Predecessor Company |
|||||||
| Three-Month Period Ended March 31, |
||||||||
| 2004 |
2003 |
|||||||
| Revenues |
$ | 6,295 | $ | 7,228 | ||||
| Operating expenses: |
||||||||
| Access costs |
3,191 | 3,292 | ||||||
| Costs of services and products |
878 | 883 | ||||||
| Selling, general and administrative |
1,822 | 1,776 | ||||||
| Depreciation and amortization |
609 | 643 | ||||||
| Total |
6,500 | 6,594 | ||||||
| Operating (loss) income |
(205 | ) | 634 | |||||
| Other income (expense), net: |
||||||||
| Interest expense (contractual interest of $625 in 2003) |
(123 | ) | (54 | ) | ||||
| Miscellaneous (expense) income, net |
(5 | ) | 48 | |||||
| Reorganization items, net |
| (206 | ) | |||||
| (Loss) income from continuing operations before income taxes, minority interests and cumulative effect of a change in accounting principle |
(333 | ) | 422 | |||||
| Income tax expense |
36 | 110 | ||||||
| Minority interests, net of tax |
14 | 46 | ||||||
| (Loss) income from continuing operations before cumulative effect of a change in accounting principle |
(383 | ) | 266 | |||||
| Net (loss) income from discontinued operations |
(5 | ) | 1 | |||||
| (Loss) income before cumulative effect of a change in accounting principle |
(388 | ) | 267 | |||||
| Cumulative effect of a change in accounting principle |
| (215 | ) | |||||
| Net (loss) income |
$ | (388 | ) | $ | 52 | |||
| Basic and diluted loss per share: |
||||||||
| Continuing operations |
$ | (1.17 | ) | |||||
| Discontinued operations |
(0.02 | ) | ||||||
| Loss per share |
$ | (1.19 | ) | |||||
| Basic and diluted shares used in calculation |
326.3 | |||||||
See accompanying notes to unaudited condensed consolidated financial statements.
3
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In Millions, Except Share Data)
| Successor Company | |||||||
| As of March 31, 2004 |
As of December 31, 2003 | ||||||
| ASSETS | |||||||
| Current assets |
|||||||
| Cash and cash equivalents |
$ | 6,328 | $ | 6,178 | |||
| Accounts receivable, net of allowance for doubtful accounts of $1,755 for 2004 and $1,762 for 2003 |
3,649 | 4,082 | |||||
| Deferred taxes |
1,007 | 990 | |||||
| Other current assets |
923 | 836 | |||||
| Assets held for sale |
106 | 176 | |||||
| Total current assets |
12,013 | 12,262 | |||||
| Property, plant and equipment, net |
11,292 | 11,758 | |||||
| Intangible assets, net |
2,047 | 2,135 | |||||
| Deferred taxes |
586 | 608 | |||||
| Other assets |
718 | 713 | |||||
| $ | 26,656 | $ | 27,476 | ||||
| LIABILITIES AND SHAREHOLDERS EQUITY | |||||||
| Current liabilities |
|||||||
| Accounts payable |
$ | 1,303 | $ | 1,722 | |||
| Accrued access costs |
2,566 | 2,349 | |||||
| Current portion of long-term debt |
383 | 330 | |||||
| Accrued interest |
25 | 25 | |||||
| Other current liabilities |
4,261 | 4,361 | |||||
| Liabilities of assets held for sale |
11 | 23 | |||||
| Total current liabilities |
8,549 | 8,810 | |||||
| Long-term debt, excluding current portion |
6,981 | 7,117 | |||||
| Deferred taxes |
1,212 | 1,213 | |||||
| Other liabilities |
717 | 714 | |||||
| Commitments and contingencies (Note 10) |
|||||||
| Minority interests |
1,126 | 1,150 | |||||
| Shareholders equity: |
|||||||
| MCI common stock, par value $0.01 per share; authorized: 3,000,000,000; issued and outstanding 314,856,250 as of March 31, 2004 and December 31, 2003 |
3 | 3 | |||||
| Additional paid-in capital |
8,469 | 8,469 | |||||
| Accumulated deficit |
(388 | ) | | ||||
| Accumulated other comprehensive loss |
(13 | ) | | ||||
| Total shareholders equity |
8,071 | 8,472 | |||||
| $ | 26,656 | $ | 27,476 | ||||
See accompanying notes to unaudited condensed consolidated financial statements.
4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Millions)
| Successor Company |
Predecessor Company |
|||||||
| Three-Month Period Ended March 31, |
||||||||
| 2004 |
2003 |
|||||||
| OPERATING ACTIVITIES |
||||||||
| Net (loss) income |
$ | (388 | ) | $ | 52 | |||
| Adjustments to reconcile net (loss) income to net cash provided by operating activities: |
||||||||
| Depreciation and amortization |
609 | 643 | ||||||
| Cumulative effect of a change in accounting principle |
| 215 | ||||||
| Minority interests, net of tax |
14 | 46 | ||||||
| Bad debt provision |
240 | 326 | ||||||
| Gain on sale of property, plant and equipment |
(2 | ) | (3 | ) | ||||
| Deferred tax provision |
4 | (52 | ) | |||||
| Non-cash reorganization charges |
| 166 | ||||||
| Amortization of debt discount |
96 | | ||||||
| Other |
(2 | ) | 13 | |||||
| Changes in assets and liabilities: |
||||||||
| Accounts receivable |
148 | (428 | ) | |||||
| Other current assets |
(79 | ) | (132 | ) | ||||
| Non current assets |
(9 | ) | 34 | |||||
| Accounts payable and accrued access costs |
(157 | ) | (376 | ) | ||||
| Other liabilities |
36 | 394 | ||||||
| Net cash provided by operating activities |
510 | 898 | ||||||
| INVESTING ACTIVITIES |
||||||||
| Additions to property, plant and equipment |
(217 | ) | (94 | ) | ||||
| Deposit on the pending sale of Embratel |
20 | | ||||||
| Proceeds from sale of property, plant and equipment |
2 | 11 | ||||||
| Proceeds from the sale of investments |
1 | | ||||||
| Proceeds from the sale of asset held for sale |
35 | | ||||||
| Net cash used in investing activities |
(159 | ) | (83 | ) | ||||
| FINANCING ACTIVITIES |
||||||||
| Principal borrowings on debt |
56 | 58 | ||||||
| Principal repayments on debt |
(253 | ) | (182 | ) | ||||
| Net cash used in financing activities |
(197 | ) | (124 | ) | ||||
| Effect of exchange rate changes on cash |
(4 | ) | 10 | |||||
| Net change in cash and cash equivalents |
150 | 701 | ||||||
| CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD |
6,178 | 2,820 | ||||||
| CASH AND CASH EQUIVALENTS AT END OF PERIOD |
$ | 6,328 | $ | 3,521 | ||||
| SUPPLEMENTAL CASH FLOW INFORMATION: |
||||||||
| Cash paid (refunds received) for taxes, net |
$ | 1 | $ | (4 | ) | |||
| Cash paid for interest, net of amounts capitalized |
32 | 36 | ||||||
| Cash paid for reorganization items |
| 40 | ||||||
| Non cash items: |
||||||||
| Conversion of preferred stock to common stock |
| 58 | ||||||
See accompanying notes to unaudited condensed consolidated financial statements.
5
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(1) The Organization and Description of Business
MCI, Inc. (formerly known as WorldCom, Inc., (the Predecessor Company or WorldCom) a public corporation organized in 1983 under the laws of Georgia) serves as a holding company for its direct and indirect domestic subsidiaries and foreign affiliates (collectively, the Company, Successor Company or MCI). Prior to and including December 31, 2003, all operations of the business resulted from the operations of the Predecessor Company. All conditions required for adoption of fresh-start reporting were met on December 23, 2003 and the Company selected December 31, 2003 as the date to adopt the accounting provisions of fresh-start reporting. As a result, the fair value of the Predecessor Companys assets became the new basis for the Successor Companys consolidated balance sheet as of December 31, 2003, and all operations beginning January 1, 2004 are those of the Successor Company.
The Company is one of the worlds leading global telecommunications companies, providing a broad range of communication services. The Company serves thousands of businesses and government entities throughout the world and provides voice and Internet communication services for millions of consumer customers. The Company operates one of the most extensive telecommunications networks in the world, comprising network connections linking metropolitan centers and various regions across North America, Europe, Asia, Latin America, the Middle East, Africa and Australia. The Company began doing business as MCI in 2003.
The Company operates primarily through three business units, each of which focuses on the communication needs of customers in specific market segments:
| | Business Markets serves large domestic and multinational businesses, medium size domestic businesses, government agencies and other communication carriers; |
| | Mass Markets serves residential and small size business customers; and |
| | International serves businesses, government entities and telecommunications carriers outside the United States. |
The Company also owns approximately a 19% economic interest and a 52% voting interest in Embratel Participações S.A. and subsidiaries (Embratel), which is a Brazilian voice and data telecommunications company that is operated by its own management and employees. Because the Company owns a controlling interest in Embratel, the Company consolidates Embratel in the consolidated financial statements and Embratel is considered a separate business segment. On March 15, 2004, the Predecessor Company announced that it had entered into a definitive agreement to sell its ownership interest in Embratel to Telefonos de Mexico (Telmex) for $360 million in cash. On April 21, 2004, the Company announced that an amendment to the sale agreement had been signed, which, among other things, increases the cash purchase price to $400 million from $360 million. Completion of the sale is subject to approval by the applicable regulatory, securities and anti-trust authorities. On April 27, 2004, these assets qualified as discontinued operations. As such, the Company will classify these assets as held for sale in its consolidated balance sheet and reclassify all revenues and expenses to discontinued operations for all prior periods in the interim three-month period ended June 30, 2004 (see Note 11 for Embratels results of operations for the three-month periods ended March 31, 2004 and 2003).
On July 21, 2002 (the Petition Date), the Predecessor Company and substantially all of its domestic subsidiaries filed voluntary petitions for relief in the U.S. Bankruptcy Court for the Southern District of New York (the Bankruptcy Court) under Chapter 11 of Title 11 of the U.S. Bankruptcy Code (the Bankruptcy Code or Chapter 11). The Debtors continued to operate their businesses and manage their properties as debtors-in-possession through the close of business on April 19, 2004. The Predecessor Company filed its joint Plan of Reorganization (the Plan) with the Bankruptcy Court and, on October 31, 2003, the Bankruptcy Court confirmed the Plan. The Predecessor Company emerged from Chapter 11 on April 20, 2004 (the Emergence Date) and merged with and into the Successor Company.
6
MCI, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(2) Summary of Significant Accounting Policies
Basis of Presentation
The condensed consolidated financial statements and related notes as of March 31, 2004, and for the three-month periods ended March 31, 2004 and 2003, are unaudited and in the opinion of management include all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the financial position and results of operations of the Company. The operating results for the interim periods are not necessarily indicative of the operating results to be expected for a full year or for other interim periods. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to instructions, rules and regulations prescribed by the Securities and Exchange Commission (SEC). Although management believes that the disclosures provided are adequate to make the information presented not misleading, management recommends that these unaudited condensed consolidated financial statements be read in conjunction with the audited consolidated financial statements and the related footnotes included in the Companys Annual Report on Form 10-K for the year ended December 31, 2003 filed with the SEC on April 29, 2004.
Use of Estimates
The Company uses estimates and assumptions in the preparation of its consolidated financial statements in conformity with GAAP. The preparation of these financial statements 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates. Estimates are used when accounting for impairment charges, revenues and related allowances, allowance for doubtful accounts, accrued access costs, depreciation and amortization of property, plant and equipment and intangible assets, income taxes, acquisition related assets and liabilities, contingent liabilities and fresh-start reporting. The Company evaluates and updates its assumptions and estimates on an ongoing basis and may employ outside experts to assist in its evaluations.
Basis of Financial Statement Preparation
For periods presented subsequent to the Petition Date through December 31, 2003, the accompanying unaudited condensed consolidated financial statements have been prepared in accordance with Statement of Position 90-7, Financial Reporting by Entities in Reorganization Under the Bankruptcy Code (SOP 90-7). Interest has not been accrued on debt that was subject to compromise subsequent to the Petition Date. Reorganization items include the expenses, realized gains and losses, and provisions for losses resulting from the reorganization under the Bankruptcy Code, and are reported separately as reorganization items in our unaudited condensed consolidated statement of operations for the three-month period ended March 31, 2003. Cash used for reorganization items is disclosed as a supplement to the unaudited condensed consolidated statement of cash flows.
Fresh-Start Reporting
In accordance with SOP 90-7, the Company adopted fresh-start reporting as of the close of business on December 31, 2003. The consolidated balance sheet as of December 31, 2003 gives effect to adjustments to the carrying value of assets or amounts and classifications of liabilities that were necessary when adopting fresh-start reporting. These initial allocation adjustments recorded to the carrying amounts of assets and liabilities in the December 31, 2003 consolidated balance sheet are subject to adjustment as estimated valuations are finalized. During the three-month period ended March 31, 2004, the Company adjusted the allocation of assets and liabilities which resulted in a reduction of deferred revenue of $150 million related to certain domestic indefeasible rights of use together with offsetting reductions to property, plant and equipment of $127 million and intangible assets of $23 million.
7
MCI, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
Consolidation
The condensed consolidated financial statements include the accounts of all controlled subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. The Companys condensed consolidated financial statements include Embratel and the resulting minority interests that reflect the economic interests held by unrelated parties.
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