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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934
For the quarterly period ended November 30, 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 0-19603
CENTENNIAL COMMUNICATIONS CORP.
(Exact name of registrant as specified in its charter)
Delaware 06-1242753
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
3349 Route 138
Wall, NJ 07719
(Address of principal executive offices, including zip code)
(732) 556-2200
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES [X] NO [ ]
Indicate by check mark if the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practical date.
Common Stock - 103,371,407 outstanding shares as of January 5, 2005
TABLE OF CONTENTS
Part I - Financial Information................................................................. 1
Item 1. Financial Statements................................................................... 1
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.. 16
Item 3. Quantitative and Qualitative Disclosures about Market Risk............................. 34
Item 4. Controls and Procedures................................................................ 35
Part II - Other Information.................................................................... 36
Item 1. Legal Proceedings...................................................................... 36
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds........................... 36
Item 3. Defaults Upon Senior Securities........................................................ 36
Item 4. Submission of Matters to a Vote of Security Holders.................................... 37
Item 5. Other Information...................................................................... 37
Item 6. Exhibits............................................................................... 38
ii
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CENTENNIAL COMMUNICATIONS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
NOVEMBER 30,
2004 MAY 31, 2004
------------ ------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 135,642 $ 105,712
Accounts receivable, less allowance for doubtful accounts of
$7,209 and $5,385, respectively 95,508 84,583
Inventory - phones and accessories, net 24,245 15,986
Prepaid expenses and other current assets 33,380 32,280
Assets held for sale 133,223 134,625
----------- -----------
Total Current Assets 421,998 373,186
Property, plant and equipment, net 641,989 631,671
Equity investments in wireless systems, net 2,337 2,697
Debt issuance costs, less accumulated amortization of $16,397 and
$12,719, respectively 51,274 54,948
U.S. wireless licenses 382,909 371,766
Caribbean wireless licenses, net 69,992 70,492
Goodwill 26,704 26,704
Customer lists, net - 319
Transmission and connecting rights, net 797 840
Cable facility, net 4,090 4,210
Other assets, net 5,414 2,814
----------- -----------
TOTAL ASSETS $ 1,607,504 $ 1,539,647
=========== ===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Current portion of long-term debt $ 5,820 $ 5,850
Accounts payable 27,824 26,884
Accrued expenses and other current liabilities 201,804 191,559
Payable to affiliates 125 125
Liabilities held for sale 17,932 18,766
----------- -----------
Total Current Liabilities 253,505 243,184
Long-term debt 1,762,219 1,762,016
Deferred federal income taxes 96,538 71,321
Other liabilities 11,154 10,224
Minority interest in subsidiaries 1,994 1,543
Commitments and contingencies (See note 7)
STOCKHOLDERS' DEFICIT:
Preferred stock, $0.01 par value per share, 10,000,000 shares
authorized, no shares issued or outstanding - -
Common stock, $0.01 par value per share, 240,000,000 shares
authorized; issued 103,418,066 and 103,223,924 shares,
respectively; and outstanding 103,347,563 and 103,153,421
shares, respectively 1,034 1,032
Additional paid-in capital 475,840 474,918
Accumulated deficit (993,703) (1,023,514)
----------- -----------
(516,829) (547,564)
Less: cost of 70,503 common shares in treasury (1,077) (1,077)
----------- -----------
Total Stockholders' Deficit (517,906) (548,641)
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 1,607,504 $ 1,539,647
=========== ===========
See notes to condensed consolidated financial statements.
1
CENTENNIAL COMMUNICATIONS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
THREE MONTHS ENDED SIX MONTHS ENDED
-------------------------- --------------------------
NOVEMBER 30, NOVEMBER 30, NOVEMBER 30, NOVEMBER 30,
2004 2003 2004 2003
(AS RESTATED) (AS RESTATED)
----------- ------------ ------------ ------------
Revenue:
Service revenue $ 206,697 $ 183,550 $ 417,053 $ 367,025
Equipment sales 7,412 7,197 13,838 15,058
--------- --------- --------- ---------
214,109 190,747 430,891 382,083
--------- --------- --------- ---------
Costs and Expenses:
Cost of services (exclusive of depreciation and
amortization shown below) 40,594 35,094 82,084 72,610
Cost of equipment sold 22,915 22,093 44,241 43,767
Sales and marketing 22,003 22,655 46,627 44,796
General and administrative 38,843 34,564 76,584 67,911
Depreciation and amortization 29,607 29,132 58,765 59,043
Gain on disposition of assets (15,364) (54) (14,932) (685)
--------- --------- --------- ---------
138,598 143,484 293,369 287,442
--------- --------- --------- ---------
Operating income 75,511 47,263 137,522 94,641
--------- --------- --------- ---------
Income from equity investments 145 4 290 28
Interest expense, net (36,938) (41,512) (73,417) (90,544)
Other (expense) income (1,204) 256 (2,082) (602)
--------- --------- --------- ---------
Income from continuing operations before income tax
expense and minority interest in income of
subsidiaries 37,514 6,011 62,313 3,523
Income tax expense (18,709) (7,899) (32,819) (9,205)
--------- --------- --------- ---------
Income (loss) from continuing operations before minority
interest in income of subsidiaries 18,805 (1,888) 29,494 (5,682)
Minority interest in income of subsidiaries (225) (150) (451) (283)
--------- --------- --------- ---------
Income (loss) from continuing operations 18,580 (2,038) 29,043 (5,965)
Income (loss) from discontinued operations, net of
tax (expense) benefit of ($1,148), ($1,577), ($719)
and $569, respectively 2,764 (4,124) 768 (4,513)
--------- --------- --------- ---------
Net income (loss) $ 21,344 $ (6,162) $ 29,811 $ (10,478)
========= ========= ========= =========
Earnings (loss) per share:
Basic
Earnings (loss) per share from continuing
operations $ 0.18 $ (0.02) $ 0.28 $ (0.06)
Earnings (loss) per share from discontinued
operations 0.03 (0.04) 0.01 (0.05)
--------- --------- --------- ---------
Net income (loss) per share $ 0.21 $ (0.06) $ 0.29 $ (0.11)
========= ========= ========= =========
Diluted
Earnings (loss) per share from continuing
operations $ 0.18 $ (0.02) $ 0.28 $ (0.06)
Earnings (loss) per share from discontinued
operations 0.02 (0.04) 0.01 (0.05)
--------- --------- --------- ---------
Net income (loss) per share $ 0.20 $ (0.06) $ 0.29 $ (0.11)
========= ========= ========= =========
Weighted-average number of shares outstanding:
Basic 103,314 97,839 103,263 96,791
========= ========= ========= =========
Diluted 104,366 97,839 104,313 96,791
========= ========= ========= =========
See notes to condensed consolidated financial statements.
2
CENTENNIAL COMMUNICATIONS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(DOLLAR AMOUNTS IN THOUSANDS)
SIX MONTHS ENDED
---------------------------
NOVEMBER 30, NOVEMBER 30,
2004 2003
(AS RESTATED)
------------ -------------
OPERATING ACTIVITIES:
Net income (loss) $ 29,811 $ (10,478)
Less: Income (loss) from discontinued operations, net of tax 768 (4,513)
--------- ---------
Income (loss) from continuing operations 29,043 (5,965)
Adjustments to reconcile income (loss) from continuing operations to net cash
provided by operating activities from continuing operations:
Depreciation and amortization 58,765 59,043
Non cash, paid-in kind interest - 13,997
Minority interest in income of subsidiaries 451 283
Income from equity investments (290) (28)
Gain on disposition of assets (14,932) (685)
Changes in assets and liabilities, net of effects of acquisitions and
dispositions and other 16,311 38,379
--------- ---------
Total adjustments 60,305 110,989
--------- ---------
Net cash provided by operating activities from continuing operations 89,348 105,024
--------- ---------
INVESTING ACTIVITIES:
Proceeds from disposition of assets, net of cash expenses 84 1,681
Capital expenditures (64,283) (58,674)
Proceeds from sale of wireless spectrum 24,000 -
Payments for purchase of wireless spectrum (19,495) -
Distributions received from equity investments 650 14
--------- ---------
Net cash used in investing activities from continuing operations (59,044) (56,979)
--------- ---------
FINANCING ACTIVITIES:
Proceeds from the issuance of long-term debt - 500,861
Repayment of debt (3,536) (555,994)
Debt issuance costs paid - (25,264)
Net proceeds from the issuance of common stock - 34,663
Proceeds from the exercise of stock options 499 819
Proceeds from issuance of common stock under employee stock purchase plan 425 390
--------- ---------
Net cash used in financing activities from continuing operations (2,612) (44,525)
--------- ---------
Net increase in cash and cash equivalents from continuing operations 27,692 3,520
Net increase (decrease) in cash and cash equivalents from discontinued operations 2,238 (5,332)
--------- ---------
Net increase (decrease) in cash and cash equivalents 29,930 (1,812)
Cash and cash equivalents, beginning of period 105,712 65,493
--------- ---------
Cash and cash equivalents, end of period $ 135,642 $ 63,681
========= =========
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Cash paid during the period for:
Interest $ 69,827 $ 42,223
========= =========
Income taxes $ 3,607 $ 3,487
========= =========
NON-CASH TRANSACTION:
Fixed assets acquired under capital leases $ 3,115 $ 5,082
========= =========
See notes to condensed consolidated financial statements.
3
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Dollar amounts in thousands, except per share amounts)
NOTE 1. INTERIM FINANCIAL STATEMENTS
The accompanying condensed consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America ("GAAP") and pursuant to the rules and regulations of
the United States Securities and Exchange Commission ("SEC") for interim
financial statements. Accordingly, these condensed consolidated financial
statements do not include all disclosures required by GAAP. The results for the
interim periods are not necessarily indicative of results for the full year.
These condensed consolidated financial statements should be read in conjunction
with the consolidated financial statements and notes thereto included in the
Company's May 31, 2004 Annual Report on Form 10-K/A, filed on October 1, 2004,
which includes a summary of significant accounting policies and other
disclosures. As more fully described in Note 11, the Company has restated its
results as of May 31, 2003, for the years ended May 31, 2003 and 2002 and for
the first three quarters of fiscal year ended May 31, 2004. In the opinion of
management, the accompanying interim unaudited condensed consolidated financial
statements contain all adjustments (consisting only of normal recurring items)
necessary to present fairly the consolidated financial position of Centennial
Communications Corp. and Subsidiaries (the "Company") as of November 30, 2004
and the results of its consolidated operations and consolidated cash flows for
the three and six-month periods ended November 30, 2004 and 2003. The
consolidated balance sheet as of May 31, 2004 included herein has been derived
from the consolidated balance sheet included in the Company's Annual Report on
Form 10-K/A, adjusted to present the classification of Centennial Puerto Rico
Cable TV Corp., the Company's cable television business in Puerto Rico
("Centennial Cable") as a discontinued operation (see note 4).
Income Taxes:
In accordance with Statement of Financial Accounting Standards ("SFAS")
No. 109, "Accounting for Income Taxes," Accounting Principles Board ("APB")
Opinion No. 28, "Interim Financial Reporting," and Financial Accounting
Standards Board ("FASB") Interpretation No. 18, "Accounting for Income Taxes in
Interim Periods - An Interpretation of APB Opinion No. 28," the Company has
recorded its tax expense from continuing operations for the quarter ended
November 30, 2004 based on its projected annual worldwide effective tax rate of
52.7%.
The Company's projected annual worldwide effective tax rate of 52.7% is
primarily due to book losses generated in the Dominican Republic for which, in
the Company's judgment, it is more likely than not that a tax benefit will not
be realized, state taxes net of federal tax benefit and certain foreign taxes
for which the Company cannot claim a foreign tax credit. See Item 2 -
Management's Discussion and Analysis of Financial Condition and Results of
Operations.
Stock-Based Compensation:
Stock-based compensation issued to employees and directors is valued using
the intrinsic value method under APB No. 25 "Accounting for Stock Issued to
Employees" ("APB No. 25"). Under this method, compensation expense is recorded
only if the current price of the underlying stock on the date of grant exceeds
the exercise price. SFAS No. 123, "Accounting for Stock-Based Compensation"
("SFAS No. 123"), established accounting and disclosure requirements using a
fair value based method of accounting for stock-based employee compensation
plans. As allowed by SFAS No. 123, the Company has elected to continue to apply
APB No. 25.
4
In December 2002, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 148, "Accounting for Stock-Based Compensation -- Transition and
Disclosure" ("SFAS No. 148"). SFAS No. 148 serves as an amendment to SFAS No.
123, and provides alternative methods of transition for a voluntary change to
the fair value based method of accounting for stock-based compensation. SFAS No.
148 also amends the disclosure requirements of SFAS No. 123 to require prominent
disclosure in both annual and interim consolidated financial statements about
the method of accounting for stock-based employee compensation and the effect of
the method used on reported results. The Company adopted the annual financial
statement reporting requirements for the fiscal year ended May 31, 2003 and the
interim periods reporting disclosure requirements of SFAS No. 148 during the
three month period ended August 31, 2003.
For disclosure purposes, pro forma net income (loss) and earnings (loss)
per share as if the Company had applied SFAS No. 123 are shown below:
THREE MONTHS ENDED SIX MONTHS ENDED
NOVEMBER 30, NOVEMBER 30,
-------------------------- --------------------------
2004 2003 2004 2003
---------- ---------- ---------- ----------
Net income (loss) as reported .................... $ 21,344 $ (6,162) $ 29,811 $ (10,478)
Deduct: total stock-based compensation expense
determined under fair-value based method for all
awards, net of related tax effects ............. (810) (559) (1,573) (890)
---------- ---------- ---------- ----------
Pro forma net income (loss) .................... $ 20,534 $ (6,721) $ 28,238 $ (11,368)
Earnings (loss) per share:
Basic: As reported ............................. $ 0.21 $ (0.06) $ 0.29 $ (0.11)
Pro forma ............................... $ 0.20 $ (0.07) $ 0.27 $ (0.12)
Diluted: As reported ........................... $ 0.20 $ (0.06) $ 0.29 $ (0.11)
Pro forma ............................. $ 0.20 $ (0.07) $ 0.27 $ (0.12)
The fair value of options granted under the Company's stock option plans
was estimated on the dates of grant using the Black-Scholes options-pricing
model with the following weighted-average assumptions used:
THREE MONTHS ENDED SIX MONTHS ENDED
NOVEMBER 30, NOVEMBER 30,
------------------- -------------------
2004 2003 2004 2003
------- ------- ------- -------
Expected volatility ............. 120.8% 125.5% 121.2% 125.5%
Risk-free interest rate ......... 3.9% 3.4% 3.5% 3.4%
Expected lives of option grants.. 4 years 4 years 4 years 4 years
Expected dividend yield ......... 0.00% 0.00% 0.00% 0.00%
Reclassifications:
Certain prior period information has been reclassified to conform to the
current period presentation.
NOTE 2. GOODWILL AND OTHER INTANGIBLE ASSETS
The following table presents the intangible assets not subject to
amortization:
5
AS OF NOVEMBER 30, AS OF MAY 31,
2004 2004
------------------ -------------
U.S. wireless licenses ...................... $382,909 $371,766
Caribbean wireless licenses - Puerto Rico (1) 54,159 54,159
Cable franchise costs (2) ................... 52,139 52,139
-------- --------
Total ....................................... $489,207 $478,064
======== ========
(1) Included in Caribbean wireless licenses on the consolidated balance
sheet which also includes finite lived wireless assets for the
Dominican Republic (see table below).
(2) Amounts included in assets held for sale on the consolidated balance
sheet.
During the quarter ended November 30, 2004, the Company acquired 10 MHz of
personal communications service ("PCS") spectrum covering approximately 4.1
million population equivalents for an aggregate purchase price of $19,495. At
the same time, the Company sold a portion of the acquired PCS spectrum with a
cost of $8,352 for $24,000. The Company recorded a gain of $15,623, net of $25
of direct costs associated with the sale which is included along with other
miscellaneous items in gain on disposition of assets in the Condensed
Consolidated Statements of Operations. The Company recorded a provision for
income taxes of $6,028, which is included in income tax expense, related to this
gain. This transaction resulted in the Company recording an additional $11,143
of U.S. wireless licenses.
The Company currently tests other intangible assets not subject to
amortization for impairment using a residual value approach. A residual value
approach consists of measuring the fair value of each reporting unit's
indefinite lived assets by deducting the aggregate fair value of its net assets,
including customer relationships, other than the indefinite lived assets, from
the reporting unit's fair value, which is determined using a discounted cash
flow analysis. The analysis is based on the Company's long-term cash flow
projections with an assumed terminal value, discounted at the Company's
weighted-average cost of capital. If the carrying value of the indefinite lived
intangible assets of a reporting unit exceeds its fair value, an impairment loss
is recognized in an amount equal to the excess.
On September 29, 2004, the SEC issued a Staff Announcement titled "Use of
the Residual Method to Value Acquired Assets other than Goodwill." The Staff
Announcement requires adoption of a direct value method of assigning value to
intangible assets acquired in a business combination under SFAS No. 141,
"Business Combinations," effective for all business combinations completed after
September 29, 2004. Further, all intangible assets valued under the residual
method prior to this adoption are required to be tested for impairment using a
direct value method no later than the beginning of fiscal year 2006. Any
impairment of intangible assets recognized upon application of a direct value
method by entities previously applying the residual method is to be reported as
a cumulative effect of a change in accounting principle. Under this Staff
Announcement, the reclassification of recorded balances between goodwill and
intangible assets prior to the adoption of this Staff Announcement is
prohibited. The Company is currently evaluating the provisions of this Staff
Announcement to determine the effect, if any of adopting a direct value method,
on its consolidated results of operations and consolidated financial position.
6
The following table presents other intangible assets subject to
amortization:
AS OF NOVEMBER 30, 2004 AS OF MAY 31, 2004
----------------------- -------------------
GROSS GROSS
USEFUL CARRYING ACCUMULATED CARRYING ACCUMULATED
LIFE AMOUNT AMORTIZATION AMOUNT AMORTIZATION
--------- -------- ------------ -------- ------------
Caribbean wireless
licenses --
Dominican Republic ... 20 years $20,000 $ 4,167 $20,000 $ 3,667
Customer lists ......... 4-5 years 21,616 21,616 21,616 21,297
Transmission and
connecting rights .... 25 years 2,192 1,395 2,192 1,352
Cable facility ......... 25 years 6,000 1,910 6,000 1,790
------- ------- ------- -------
Total .................. $49,808 $29,088 $49,808 $28,106
======= ======= ======= =======
Customer lists with a gross carrying amount of $26,854 and accumulated
amortization of $20,034 and $18,692 as of November 30, 2004 and May 31, 2004,
respectively, are included in assets held for sale in the consolidated balance
sheet.
Other intangible assets amortization expense was $332 and $983 for the
three and six months ended November 30, 2004, respectively. Amortization expense
on the finite lived intangible assets is estimated to be $664 for the remainder
of fiscal 2005, $1,328 in fiscal 2006, $1,328 in fiscal 2007, $1,328 in fiscal
2008, $1,328 in fiscal 2009 and $1,328 in fiscal 2010.
Goodwill
The goodwill balance in the Caribbean wireless segment was $22,517 at
November 30 and May 31, 2004. The goodwill balance in the Caribbean broadband
segment was $4,187 at November 30 and May 31, 2004.
NOTE 3. DEBT
Long-term debt consists of the following:
AS OF AS OF
NOVEMBER 30, MAY 31,
2004 2004
------------ -----------
New Senior Secured Credit Facility - Term Loans ................................. $ 595,500 $ 598,500
8 1/8% Senior Unsecured Notes due 2014 (the "2014 Senior Notes") ................ 325,000 325,000
10 1/8% Senior Unsecured Notes due 2013 (the "2013 Senior Notes") ............... 500,000 500,000
10 3/4% Senior Subordinated Notes due 2008 (the "2008 Senior Subordinated Notes") 300,000 300,000
Capital Lease Obligations ....................................................... 34,430 31,141
Financing Obligation -- Tower Sale .............................................. 13,109 13,225
----------- -----------
Total Long-Term Debt .......................................................... 1,768,039 1,767,866
Current Portion of Long-Term Debt ............................................... (5,820) (5,850)
----------- -----------
Net Long-Term Debt ............................................................ $ 1,762,219 $ 1,762,016
=========== ===========
Under certain of the above debt agreements, the Company is required to
maintain certain financial and operating covenants, and is limited in its
ability to, among other things, incur additional indebtedness and enter into
transactions with affiliates. Under certain circumstances, the Company is
prohibited from
7
paying cash dividends on its common stock under certain of the above debt
agreements. The Company was in compliance with all covenants of its debt
agreements at November 30, 2004.
The aggregate annual scheduled principal payments for the next five years
and thereafter under the Company's long-term debt at November 30, 2004 are
summarized as follows:
November 30, 2005......................... $ 5,820
November 30, 2006......................... 5,892
November 30, 2007......................... 5,976
November 30, 2008......................... 6,142
November 30, 2009......................... 306,339
November 30, 2010 and thereafter.......... 1,437,870
-----------
$ 1,768,039
===========
Interest expense, as reflected in the condensed consolidated financial
statements, has been partially offset by interest income. The gross interest
expense for the three and six months ended November 30, 2004 was $37,336 and
$74,037, respectively, and $41,626 and $90,824 for the three and six months
ended November 30, 2003, respectively.
NOTE 4. DISCONTINUED OPERATIONS
On September 6, 2004, the Company entered into a definitive agreement to
sell its wholly-owned subsidiary, Centennial Cable, to an affiliate of Hicks,
Muse, Tate & Furst Incorporated for approximately $155,000 in cash. The
transaction closed on December 28, 2004. The disposition has been accounted for
by the Company as a discontinued operation in accordance with SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS No.
144").
Summarized financial information for the discontinued operations of
Centennial Cable is as follows:
THREE MONTHS ENDED SIX MONTHS ENDED
NOVEMBER 30, NOVEMBER 30,
---------------------- ----------------------
2004 2003 2004 2003
-------- -------- -------- --------
Revenue $ 13,543 $ 12,204 $ 26,321 $ 24,221
Income (loss) before income tax (expense)
benefit 3,912 (2,547) 1,487 (5,082)
Income tax (expense) benefit (1,148) (1,577) (719) 569
Net income (loss) from discontinued operations $ 2,764 $ (4,124) $ 768 $ (4,513)
AS OF NOVEMBER AS OF MAY 31,
30, 2004 2004
-------------- -------------
Current assets $ 14,706 $ 11,760
Property, plant and equipment, net 60,757 61,947
Cable franchise costs 52,139 52,139
Total assets 133,223 134,625
Current liabilities 12,199 13,033
Total liabilities 17,932 18,766
Net equity of discontinued operations $115,291 $115,859
8
NOTE 5. ACQUISITIONS AND DISPOSITIONS
In August 2004, the Company entered into a definitive agreement with AT&T
Wireless to acquire 10 MHz of PCS spectrum covering approximately 4.1 million
population equivalents in Michigan and Indiana for an aggregate purchase price
of $19,495. At the same time, the Company entered into a definitive agreement to
sell to Verizon Wireless for $24,000 in cash the Indianapolis and Lafayette,
Indiana licenses covering approximately 1.9 million population equivalents that
the Company expected to acquire from AT&T Wireless. The Company consummated the
transactions on October 1, 2004. The Company recorded a gain of $15,623, net of
$25 of direct costs associated with the sale which is included along with other
miscellaneous items in gain on disposition of assets in the Condensed
Consolidated Statements of Operations. The Company recorded a provision for
income taxes of $6,028, which is included in income tax expense in the Condensed
Consolidated Statements of Operations, related to this gain.
NOTE 6. RECENT ACCOUNTING PRONOUNCEMENTS
In December 2004, the FASB issued SFAS No. 123R (revised 2004),
"Share-Based Payment" ("SFAS No. 123R") which addresses the accounting for
share-based payment transactions in which a company receives employee services
in exchange for either equity instruments of the company or liabilities that are
based on the fair value of the company's equity instruments or that may be
settled by the issuance of such equity instruments. SFAS No. 123R eliminates the
ability to account for share-based compensation transactions using the intrinsic
method that the Company currently uses and requires that such transactions be
accounted for using a fair-value-based method and recognized as expense in the
consolidated statement of operations. The effective date of SFAS No. 123R is for
interim or annual reporting periods beginning after June 15, 2005. The Company
has not yet adopted this pronouncement and is currently evaluating the expected
impact that the adoption of SFAS No. 123R will have on its consolidated results
of operations, consolidated financial position and consolidated cash flows.
In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary
Assets - An Amendment of APB Opinion No. 29" ("SFAS No. 153"). SFAS No. 153
amends APB Opinion No. 29, "Accounting for Nonmonetary Transactions". The
amendments made by SFAS No. 153 are based on the principle that exchanges of
nonmonetary assets should be measured based on the fair value of the assets
exchanged. Further, the amendments eliminate the narrow exception for
nonmonetary exchanges of similar productive assets, which requires that the
accounting for the exchange be based on the recorded amount of the asset
relinquished, and replaced it with a broader exception for exchanges of
nonmonetary assets that do not have "commercial substance." The provisions in
SFAS No. 153 are effective for nonmonetary asset exchanges occurring in fiscal
periods beginning after June 15, 2005. Early application is permitted and
companies must apply the standard prospectively. The Company does not expect
that the adoption of SFAS No. 153 will have a material effect on its
consolidated results of operations, consolidated financial position or
consolidated cash flows.
In December 2003, the SEC issued Staff Accounting Bulletin ("SAB") No.
104, "Revenue Recognition" ("SAB No. 104"), which revises or rescinds certain
sections of SAB No. 101, "Revenue Recognition," to make this interpretive
guidance consistent with current authoritative accounting and auditing guidance
and SEC rules and regulations. The changes noted in SAB No. 104 did not have a
material effect on the Company's consolidated results of operations,
consolidated financial position or consolidated cash flows.
NOTE 7. COMMITMENTS AND CONTINGENCIES
Legal Proceedings:
9
The Company is party to several lawsuits in which plaintiffs have alleged,
depending on the case, breach of contract, misrepresentation or unfair practice
claims relating to its billing practices, including rounding up of partial
minutes of use to full-minute increments, billing send to end, and billing for
unanswered and dropped calls. The plaintiffs in these cases have not alleged any
specific monetary damages and are seeking certification as a class action. A
hearing on class certification in one of these cases was held on September 2,
2003 in a state court in Louisiana. The decision of the court with respect to
certification is still pending. Damages payable by the Company could be
significant, although the Company does not believe that it is probable that any
damage payments would have a material adverse effect on its consolidated results
of operations, consolidated financial position or consolidated cash flows.
In April 2002, WHTV Broadcasting Corp. and Sala Foundation Inc., operators
of a wireless cable system in Puerto Rico, filed an action against the Company
in the United States District Court for the District of Puerto Rico. The
complaint alleges that the Company breached the terms of a November 2000 letter
of intent to purchase the wireless cable system for $30,000. The complaint seeks
specific performance of the letter of intent or not less than $15,000 in
damages. The Company does not believe that it is probable that any damage
payments would have a material adverse effect on the Company's consolidated
results of operations, consolidated financial position or consolidated cash
flows.
The Company is subject to other claims and legal actions that arise in the
ordinary course of business. The Company does not believe that any of these
other pending claims or legal actions will have a material adverse effect on its
business or consolidated results of operations.
Guarantees:
The Company currently does not guarantee the debt of any entity outside of
its consolidated group. In the ordinary course of its business, the Company
enters into agreements with third parties that provide for indemnification of
counterparties. Examples of these types of agreements are underwriting
agreements entered into in connection with securities offerings and agreements
relating to the sale or purchase of assets. The duration, triggering events,
maximum exposure and other terms under these indemnification provisions vary
from agreement to agreement. In general, the indemnification provisions require
the Company to indemnify the other party to the agreement against losses it may
suffer as a result of the Company's breach of its representations and warranties
contained in the underlying agreement or for misleading information contained in
a securities offering document. The Company is unable to estimate the maximum
potential liability for these types of indemnifications as the agreements
generally do not specify a maximum amount, and the actual amounts are dependant
on future events, the nature and likelihood of which cannot be determined at
this time. Historically, the Company has never incurred any material costs
relating to these indemnification agreements. Accordingly, the Company believes
the estimated fair value of these agreements is minimal.
Lease Commitments:
The Company leases facilities and equipment under noncancelable operating
and capital leases. Terms of the leases, including renewal options and
escalation clauses, vary by lease.
Other Commitments and Contingencies:
In May 2003, the Company entered into a multi-year agreement with
Ericsson, Inc., to purchase equipment and services to overlay the Company's U.S.
wireless networks with global system for mobile communications ("GSM")/general
packet radio service ("GPRS") technology. The Company has
10
committed to purchase a total of approximately $15,873 of equipment and services
under this agreement. As of November 30, 2004, the Company has paid $14,336 in
connection with this agreement.
During the fiscal years ended May 31, 2003 and 2002, an affiliate of Welsh
Carson, Anderson and Stowe ("Welsh Carson"), the Company's principal
stockholder, purchased in open market transactions approximately $189,000
principal amount of the 2008 Senior Subordinated Notes. On September 24, 2002,
the Company entered into an indemnification agreement with the Welsh Carson
affiliate pursuant to which the Welsh Carson affiliate agreed to indemnify the
Company in respect of taxes which may become payable by the Company as a result
of these purchases. In connection with these transactions, the Company recorded
a $15,925 income tax payable included in accrued expenses and other current
liabilities, and a corresponding amount due from the Welsh Carson affiliate that
is included in prepaid expenses and other current assets.
In June 2004, the Company signed an amendment to its billing services
agreement with Convergys Information Management Group, Inc. ("Convergys"). The
agreement has a term of seven years and Convergys agreed to provide billing
services, facilitate network fault detection, correction and management
performance and usage monitoring and security for our wireless operations
throughout the Company. Subject to the terms of the agreement, which include a
requirement to meet certain performance standards, the Company has committed to
purchase a total of approximately $74,642 of services through 2011 under this
agreement. As of November 30, 2004, the Company has paid $10,075 in connection
with this agreement.
NOTE 8. SEGMENT INFORMATION
The Company's consolidated financial statements include three reportable
segments: U.S. wireless, Caribbean wireless, and Caribbean broadband. The
Company determines its reportable segments based on the aggregation criteria of
the SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
Information" (e.g., types of services offered and geographic location). U.S.
wireless represents the Company's wireless systems in the United States that it
owns and manages. Caribbean wireless represents the Company's wireless
operations in Puerto Rico, the Dominican Republic and the U.S. Virgin Islands.
Caribbean broadband represents the Company's offering of broadband services
including switched voice, dedicated (private line), and other services in Puerto
Rico and the Dominican Republic. The Company measures the operating performance
of each segment based on adjusted operating income. Adjusted operating income is
defined as net income (loss) from continuing operations before minority interest
in income of subsidiaries, income tax expense, other (expense) income, interest
expense, net, income from equity investments, gain on disposition of assets, and
depreciation and amortization.
The results of operations presented below exclude Centennial Cable due to
its classification as a discontinued operation (See Note 4).
11
Information about the Company's operations in its three business segments
as of, and for the three and six months ended, November 30, 2004 and 2003 is as
follows:
THREE MONTHS ENDED NOVEMBER 30, SIX MONTHS ENDED NOVEMBER 30,
------------------------------- -----------------------------
2003 2003
2004 (AS RESTATED) 2004 (AS RESTATED)
----------- ----------- ----------- -----------
U.S. wireless
Service revenue $ 79,935 $ 73,151 $ 165,853 $ 145,293
Roaming revenue 13,044 12,634 26,352 29,681
Equipment sales 4,983 4,654 8,824 9,919
----------- ----------- ----------- -----------
Total revenue 97,962 90,439 201,029 184,893
Adjusted operating income 41,517 35,389 89,470 72,330
Total assets 2,033,668 1,987,008 2,033,668 1,987,008
Capital expenditures 16,181 15,523 25,532 23,016
Caribbean wireless
Service revenue $ 82,798 $ 72,794 $ 162,760 $ 142,971
Roaming revenue 542 820 1,000 2,203
Equipment sales 2,429 2,420 5,014 4,964
----------- ----------- ----------- -----------
Total revenue 85,769 76,034 168,774 150,138
Adjusted operating income 33,943 30,106 66,181 60,445
Total assets 519,442 446,005 519,442 446,005
Capital expenditures 12,866 14,876 25,805 26,087
Caribbean broadband
Switched revenue $ 11,767 $ 9,409 $ 23,146 $ 18,208
Dedicated revenue 13,357 12,070 25,891 23,912
Wholesale termination revenue 5,587 3,784 13,155 7,393
Other revenue 2,411 2,199 4,439 4,232
----------- ----------- ----------- -----------
Total revenue 33,122 27,462 66,631 53,745
Adjusted operating income 14,294 10,846 25,704 20,224
Total assets 817,473 781,315 817,473 781,315
Capital expenditures 7,790 4,474 12,946 9,571
Eliminations
Total revenue (1) $ (2,744) $ (3,188) $ (5,543) $ (6,693)
Total assets (2) (1,763,079) (1,743,562) (1,763,079) (1,743,562)
Consolidated
Total revenue $ 214,109 $ 190,747 $ 430,891 $ 382,083
Adjusted operating income 89,754 76,341 181,355 152,999
Total assets 1,607,504 1,470,766 1,607,504 1,470,766
Capital expenditures 36,837 34,873 64,283 58,674
(1) Elimination of intercompany revenue, primarily from Caribbean
broadband to Caribbean wireless.
(2) Elimination of intercompany investments.
12
Reconciliation of adjusted operating income to net income (loss):
THREE MONTHS ENDED SIX MONTHS ENDED
NOVEMBER 30, NOVEMBER 30,
-------------------------- --------------------------
2003 2003
2004 (AS RESTATED) 2004 (AS RESTATED)
--------- --------- --------- ---------
Adjusted operating income ................. $ 89,754 $ 76,341 $ 181,355 $ 152,999
Less: depreciation and amortization ....... (29,607) (29,132) (58,765) (59,043)
Gain on disposition of assets ............. 15,364 54 14,932 685
--------- --------- --------- ---------
Operating income .......................... 75,511 47,263 137,522 94,641
Income from equity investments ............ 145 4 290 28
Interest expense, net ..................... (36,938) (41,512) (73,417) (90,544)
Other (expense) income .................... (1,204) 256 (2,082) (602)
Income tax expense ........................ (18,709) (7,899) (32,819) (9,205)
Minority interest in income of subsidiaries (225) (150) (451) (283)
Income (loss) from discontinued operations 2,764 (4,124) 768 (4,513)
--------- --------- --------- ---------
Net income (loss) ......................... $ 21,344 $ (6,162) $ 29,811 $ (10,478)
========= ========= ========= =========
NOTE 9. CONDENSED CONSOLIDATING FINANCIAL DATA
As discussed in Note 6 to the Condensed Consolidated Financial Statements
included in the Company's Annual Report on Form 10-K/A for the year ended May
31, 2004, Centennial Cellular Operating Company, LLC ("CCOC") and Centennial
Puerto Rico Operations Corp. ("CPROC") are wholly-owned subsidiaries of the
Company. CCOC is a joint and several co-issuer on both the 2008 Senior
Subordinated Notes and the 2013 Senior Notes issued by the Company, and CPROC
has unconditionally guaranteed both the 2008 Senior Subordinated Notes and the
2013 Senior Notes. Separate financial statements and other disclosures
concerning CCOC and CPROC are not presented because they are not material to
investors.
13
CONDENSED CONSOLIDATING BALANCE SHEET FINANCIAL DATA
AS OF NOVEMBER 30, 2004
(AMOUNTS IN THOUSANDS)
Centennial Centennial
Centennial Cellular Centennial Communications
Puerto Rico Operating Communications Corp. and
Operations Corp. Co. LLC Non-Guarantors Corp. Eliminations Subsidiaries
--------------- ----------- -------------- -------------- ------------ -------------
ASSETS
Current assets:
Cash and cash equivalents $ 59,349 $ - $ 76,293 $ - $ - $ 135,642
Accounts receivable, net 37,883 - 57,625 - - 95,508
Inventory - phones and accessories,
net 7,417 - 16,828 - - 24,245
Prepaid expenses and other current
assets 5,220 - 28,160 - - 33,380
Assets held for sale 133,223 133,223
--------- ----------- ----------- ----------- ----------- -----------
Total current assets 109,869 - 312,129 - - 421,998
Property, plant & equipment, net 288,111 - 353,878 - - 641,989
Equity investments in wireless systems,
net - - 2,337 - - 2,337
Debt issuance costs 22,676 - 28,598 - - 51,274
U.S. wireless licenses - - 382,909 - - 382,909
Caribbean wireless licenses, net - - 69,992 - - 69,992
Goodwill 4,186 - 22,518 - - 26,704
Intercompany - 1,330,897 1,201,880 515,252 (3,048,029) -
Investment in subsidiaries - (276,804) 122,718 (751,780) 905,866 -
Other assets, net 6,170 - 4,131 - - 10,301
--------- ----------- ----------- ----------- ----------- -----------
Total $ 431,012 $ 1,054,093 $ 2,501,090 $ (236,528) $(2,142,163) $ 1,607,504
========= =========== =========== =========== =========== ===========
LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT)
Current liabilities:
Current portion of long-term debt $ 25 $ 6,000 $ (205) $ - $ - $ 5,820
Accounts payable 14,514 - 13,310 - - 27,824
Accrued expenses and other
current liabilities 545,142 - 379,474 - (722,812) 201,804
Payable to affiliates - - 125 - - 125
Liabilities held for sale 17,932 17,932
--------- ----------- ----------- ----------- ----------- -----------
Total current liabilities 559,681 6,000 410,636 - (722,812) 253,505
Long-term debt 828,542 892,600 41,077 - - 1,762,219
Deferred federal income taxes - - 96,538 - - 96,538
Other liabilities 3,008 - 8,146 - - 11,154
Intercompany 1,107 920,500 1,846,004 281,378 (3,048,989) -
Minority Interest in subsidiaries - - 1,994 - - 1,994
Stockholders' equity (deficit):
Common stock - - - 1,034 - 1,034
Additional paid-in capital (818,498) - 818,498 475,840 475,840
Accumulated deficit (142,828) (765,007) (721,803) (993,703) 1,629,638 (993,703)
--------- ----------- ----------- ----------- ----------- -----------
(961,326) (765,007) 96,695 (516,829) 1,629,638 (516,829)
Less: treasury shares (1,077) (1,077)
--------- ----------- ----------- ----------- ----------- -----------
Total stockholders' (deficit) equity (961,326) (765,007) 96,695 (517,906) 1,629,638 (517,906)
--------- ----------- ----------- ----------- ----------- -----------
Total $ 431,012 $ 1,054,093 $ 2,501,090 $ (236,528) $(2,142,163) $ 1,607,504
========= =========== =========== =========== =========== ===========
14
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS FINANCIAL DATA
FOR THE SIX MONTHS ENDED NOVEMBER 30, 2004
(AMOUNTS IN THOUSANDS)
Centennial Centennial Centennial
Puerto Rico Cellular Centennial Communications
Operations Operating Communications Corp. and
Corp. Co. LLC Non-Guarantors Corp. Eliminations Subsidiaries
----------- --------- -------------- -------------- ------------ --------------
Revenue $ 187,491 $ - $ 249,191 $ - $ (5,791) $ 430,891
--------- --------- --------- --------- --------- ---------
Costs and expenses:
Cost of services 26,751 - 59,415 - (4,082) 82,084
Cost of equipment sold 14,520 - 29,721 - - 44,241
Sales and marketing 18,192 - 28,435 - - 46,627
General and administrative 38,169 - 40,124 - (1,709) 76,584
Depreciation and amortization 33,536 - 25,229 - - 58,765
Loss (gain) on disposition of assets 896 - (15,828) - - (14,932)
--------- --------- --------- --------- --------- ---------
132,064 - 167,096 - (5,791) 293,369
--------- --------- --------- --------- --------- ---------
Operating income 55,427 - 82,095 - - 137,522
--------- --------- --------- --------- --------- ---------
Income from equity investments - - 290 - - 290
Income (loss) from investments in subsidiaries - 29,811 5,184 29,811 (64,806) -
Interest expense, net (49,133) (9,328) (14,956) - - (73,417)
Loss on extinguishment of debt - - - - - -
Dividend Income - - - - - -
Other expenses (809) - (1,273) - - (2,082)
Intercompany interest allocation - 9,328 (9,328) - - -
--------- --------- --------- --------- --------- ---------
Income (loss) from continuing operations before
income tax expense and minority interest 5,485 29,811 62,012 29,811 (64,806) 62,313
Income tax expense (301) - (32,518) - - (32,819)
--------- --------- --------- --------- --------- ---------
Income (loss) from continuing operations
before minority interest 5,184 29,811 29,494 29,811 (64,806) 29,494
Minority interest in income of subsidiaries - - (451) - - (451)
--------- --------- --------- --------- --------- ---------
Income (loss) from continuing operations 5,184 29,811 29,043 29,811 (64,806) 29,043
Income from discontinued operations 768 768
--------- --------- --------- --------- --------- ---------
Net income (loss) $ 5,184 $ 29,811 $ 29,811 $ 29,811 $ (64,806) $ 29,811
========= ========= ========= ========= ========= =========
15
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FINANCIAL DATA
FOR THE SIX MONTHS ENDED NOVEMBER 30, 2004
(AMOUNTS IN THOUSANDS)
Centennial Centennial Centennial
Puerto Rico Cellular Centennial Communications
Operations Operating Non- Communications Corp. and
Corp. Co. LLC Guarantors Corp. Eliminations Subsidiaries
----------- ---------- ---------- ------------- ------------ ------------
OPERATING ACTIVITIES:
Net income (loss) $ 5,184 $ 29,811 $ 29,811 $ 29,811 $ (64,806) $ 29,811
Less: income from discontinued
operations, net of tax - - 768 - - 768
--------- --------- --------- --------- --------- ---------
Income (loss) from
continuing operations 5,184 29,811 29,043 29,811 (64,806) 29,043
Adjustments to reconcile net
income (loss) to net cash
provided by used in operating
activities:
Depreciation and amortization 33,536 - 25,229 - - 58,765
Noncash paid in kind interest - - - - - -
Minority interest in loss of
subsidiaries - - 451 - - 451
Deferred income taxes - - - - - -
Income from equity investments - - (290) - - (290)
Equity in undistributed earnings
of subsidiaries - (29,811) (5,184) (29,811) 64,806 -
Loss (gain) on disposition
of assets 896 - (15,828) - - (14,932)
Changes in assets and
liabilities, net of effects
of acquisitions and
dispositions and other 15,865 (17,659) 701,017 (142,527) (540,385) 16,311
--------- --------- --------- --------- --------- ---------
Total adjustments 50,297 (47,470) 705,395 (172,338) (475,579) 60,305
--------- --------- --------- --------- --------- ---------
NET CASH PROVIDED BY
(USED IN) OPERATING
ACTIVITIES 55,481 (17,659) 734,438 (142,527) (540,385) 89,348
--------- --------- --------- --------- --------- ---------
INVESTING ACTIVITIES:
Proceeds from disposition
of assets, net of cash
expenses - - 84 - - 84
Capital expenditures (33,109) - (31,174) - - (64,283)
Proceeds from sale of
wireless spectrum - - 24,000 - - 24,000
Payments for purchase of
wireless spectrum - - (19,495) - - (19,495)
Distribution received from
equity investment - - 650 - - 650
--------- --------- --------- --------- --------- ---------
NET CASH USED IN
INVESTING ACTIVITIES (33,109) - (25,935) - - (59,044)
--------- --------- --------- --------- --------- ---------
FINANCING ACTIVITIES:
Proceeds from the issuance of
long-term debt - - - - - -
Repayment of debt (43) (3,230) (263) - - (3,536)
Debt issuance costs paid - - - - - -
Proceeds from issuance of
common stock (net of
underwriting fees) - - - - - -
Proceeds from the exercise
of employee stock options - - - 499 - 499
Proceeds from issuance of
common stock under employee
stock purchase plan - - - 425 - 425
Cash (paid to) received
from affiliates (5,464) 20,889 (697,413) 141,603 540,385 -
--------- --------- --------- --------- --------- ---------
NET CASH PROVIDED BY
(USED IN) FINANCING ACTIVITIES (5,507) 17,659 (697,676) 142,527 540,385 (2,612)
--------- --------- --------- --------- --------- ---------
NET INCREASE IN CASH AND CASH
EQUIVALENTS FROM CONTINUING OPS 16,865 - 10,827 - - 27,692
NET INCREASE IN CASH AND ACASH
EQUIVALENTS FROM DISCONTINUED OPS 2,238 2,238
--------- --------- --------- --------- --------- ---------
NET INCREASE IN CASH AND
CASH EQUIVALENTS 16,865 - 13,065 - - 29,930
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD 42,484 - 63,228 - - 105,712
--------- --------- --------- --------- --------- ---------
CASH AND CASH EQUIVALENTS,
END OF PERIOD $ 59,349 $ - $ 76,293 $ - $ - $ 135,642
======== ========== ========= ========= ========= =========
16
CONDENSED CONSOLIDATING BALANCE SHEET FINANCIAL DATA
AS OF MAY 31, 2004
(AMOUNTS IN THOUSANDS)
Centennial Centennial Centennial
Puerto Rico Cellular Centennial Communications
Operations Operating Co. Communications Corp. and
Corp. LLC Non-Guarantors Corp. Eliminations Subsidiaries
----------- ------------- -------------- -------------- ------------ --------------
ASSETS
Current assets:
Cash and cash equivalents $ 42,484 $ - $ 63,228 $ - $ - $ 105,712
Accounts receivable, net 37,010 - 47,573 - - 84,583
Inventory - phones and accessories,
net 2,756 - 13,230 - - 15,986
Prepaid expenses and other current
assets 3,452 - 28,828 - - 32,280
Asset held for sale - 134,625 - 134,625
----------- ----------- ----------- ----------- ----------- -----------
Total current assets 85,702 - 287,484 - - 373,186
Property, plant & equipment, net 285,004 - 346,667 - - 631,671
Equity investments in wireless systems,
net - - 2,697 - - 2,697
Debt issuance costs, net 24,082 - 30,866 - - 54,948
U.S. wireless licenses - - 371,766 - - 371,766
Caribbean wireless licenses, net - - 70,492 - - 70,492
Goodwill 4,186 - 22,518 - - 26,704
Cable franchise costs - - - - - -
Intercompany - 1,361,804 1,228,067 629,423 (3,219,294) -
Investment in subsidiaries - (322,879) 767,558 (924,118) 479,439 -
Other assets, net 4,889 - 27,716 - (24,422) 8,183
----------- ----------- ----------- ----------- ----------- -----------
Total $ 403,863 $ 1,038,925 $ 3,155,831 $ (294,695) $(2,764,277) $ 1,539,647
=========== =========== =========== =========== =========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT)
Current liabilities:
Current portion of long-term debt $ 34 $ 6,000 $ (184) $ - $ - $ 5,850
Accounts payable 9,488 - 17,396 - - 26,884
Accrued expenses and other current
liabilities 525,704 - 358,265 - (692,410) 191,559
Payable to affiliates - - 125 - - 125
Liabilities held for sale - 18,766 18,766
----------- ----------- ----------- ----------- ----------- -----------
Total current liabilities 535,226 6,000 394,368 - (692,410) 243,184
Long-term debt 829,119 894,100 38,797 - - 1,762,016
Deferred federal income taxes - - 71,321 - - 71,321
Other liabilities - - 10,224 - - 10,224
Intercompany 6,321 933,643 1,673,982 253,946 (2,867,892) -
Minority interest in subsidiaries - - 1,543 - - 1,543
Stockholders' equity (deficit):
Preferred stock - - - - - -
Common stock - - 1,003 1,032 (1,003) 1,032
Additional paid-in capital (818,498) - 1,716,207 474,918 (897,709) 474,918
Accumulated deficit (148,305) (794,818) (751,614) (1,023,514) 1,694,737 (1,023,514)
Accumulated other comprehensive loss - - - - - -
----------- ----------- ----------- ----------- ----------- -----------
(966,803) (794,818) 965,596 (547,564) 796,025 (547,564)
Less: treasury shares - - - (1,077) - (1,077)
Deferred compensation - - - - - -
----------- ----------- ----------- ----------- ----------- -----------
Total stockholders' (deficit) equity (966,803) (794,818) 965,596 (548,641) 796,025 (548,641)
----------- ----------- ----------- ----------- ----------- -----------
Total $ 403,863 $ 1,038,925 $ 3,155,831 $ (294,695) $(2,764,277) $ 1,539,647
=========== =========== =========== =========== =========== ===========
17
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS FINANCIAL DATA
FOR THE SIX MONTHS ENDED NOVEMBER 30, 2003
(AMOUNTS IN THOUSANDS)
Centennial Centennial Centennial
Puerto Rico Cellular Centennial Communications
Operations Operating Non- Communications Corp. and
Corp. Co. LLC Guarantors Corp. Eliminations Subsidiaries
----------- ---------- ---------- -------------- ------------ ------------
Revenue $ 169,128 $ - $ 217,681 $ - $ (4,726) $ 382,083
--------- --------- --------- -------- --------- ---------
Costs and expenses:
Cost of services 25,244 - 50,638 - (3,272) 72,610
Cost of equipment sold 12,156 - 31,611 - - 43,767
Sales and marketing 17,585 - 27,211 - - 44,796
General and administrative 33,015 - 36,350 - (1,454) 67,911
Depreciation and amortization 29,186 - 29,857 - - 59,043
Loss (gain) on disposition of assets 53 - (738) - - (685)
--------- --------- --------- -------- --------- ---------
117,239 - 174,929 - (4,726) 287,442
--------- --------- --------- -------- --------- ---------
Operating income 51,889 - 42,752 - - 94,641
--------- --------- --------- -------- --------- ---------
Income from equity investments - - 28 - - 28
Income (loss) from investments in subsidiaries - 4,595 24,537 4,595 (33,727) -
Interest expense, net (27,153) (76,088) 27,770 (15,073) - (90,544)
Loss on extinguishment of debt - - - - - -
Dividend Income - - - - - -
Other expenses - - (602) - - (602)
Intercompany interest allocation - 76,088 (76,088) - - -
--------- --------- --------- -------- --------- ---------
Income (loss) from continuing operations before
income tax expense and minority interest 24,736 4,595 18,397 (10,478) (33,727) 3,523
Income tax expense (199) - (9,006) - - (9,205)
--------- --------- --------- -------- --------- ---------
Income (loss) from continuing operations
before minority interest 24,537 4,595 9,391 (10,478) (33,727) (5,682)
Minority interest in income of subsidiaries - - (283) - - (283)
--------- --------- --------- -------- --------- ---------
Income (loss) from continuing operations 24,537 4,595 9,108 (10,478) (33,727) (5,965)
Loss from discontinued operations (4,513) (4,513)
--------- --------- --------- -------- --------- ---------
Net income (loss) $ 24,537 $ 4,595 $ 4,595 $(10,478) $ (33,727) $ (10,478)
========= ========= ========= ======== ========= =========
18
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FINANCIAL DATA
FOR THE SIX MONTHS ENDED NOVEMBER 30, 2003
(AMOUNTS IN THOUSANDS)
Centennial Centennial Centennial
Puerto Rico Cellular Centennial Communications
Operations Operating Non- Communications Corp. and
Corp. Co. LLC Guarantors Corp. Eliminations Subsidiaries
----------- ---------- ---------- -------------- ------------ -------------
OPERATING ACTIVITIES:
Net (loss) income $ 24,537 $ 4,595 $ 4,595 $(10,478) $(33,727) $ (10,478)
Less: loss from discontinued operations,
net of tax - - (4,513) - - (4,513)
--------- --------- --------- -------- -------- ---------
Income (loss) from continuing operations 24,537 4,595 9,108 (10,478) (33,727) (5,965)
Adjustments to reconcile net income (loss)
to net cash provided by operating
activities:
Depreciation and amortization 29,186 - 29,857 - - 59,043
Noncash paid in kind interest - - - 13,997 - 13,997
Minority interest in loss of subsidiaries - - 283 - - 283
Deferred income taxes - - - - -
Income from equity investments - - (28) - - (28)
Equity in undistributed earnings of
subsidiaries (4,595) (24,537) (4,595) 33,727 -
Loss (gain) on disposition of assets 53 - (738) - - (685)
Changes in assets and liabilities, net
of effects of acquisitions and
dispositions and other 1,246 - 36,414 719 - 38,379
--------- --------- --------- -------- -------- ---------
Total adjustments 30,485 (4,595) 41,251 10,121 33,727 110,989
--------- --------- --------- -------- -------- ---------
NET CASH PROVIDED BY OPERATING
ACTIVITIES 55,022 - 50,359 (357) - 105,024
--------- --------- --------- -------- -------- ---------
INVESTING ACTIVITIES:
Proceeds from disposition of assets, net
of cash expenses - - 1,681 - - 1,681
Capital expenditures (24,334) - (34,340) - - (58,674)
Distribution received from equity
investment - - 14 - - 14
--------- --------- --------- -------- -------- ---------
NET CASH USED IN INVESTING ACTIVITIES (24,334) - (32,645) - - (56,979)
--------- --------- --------- -------- -------- ---------
FINANCING ACTIVITIES:
Proceeds from the issuance of long-term
debt 173,400 - 327,461 - - 500,861
Repayment of debt (228,523) (290,762) 41 (36,750) - (555,994)
Debt issuance costs paid - - (25,264) - - (25,264)
Proceeds from issuance of common stock
(net of underwriting fees) - - - 34,663 - 34,663
Proceeds from the exercise of employee
stock options - - - 819 - 819
Proceeds from issuance of common stock
under employee stock purchase plan - - - 390 - 390
Cash (paid to) received from affiliates 2,863 290,762 (294,860) 1,235 - -
--------- --------- --------- -------- -------- ---------
NET CASH PROVIDED BY (USED IN)
FINANCING ACTIVITIES (52,260) - 7,378 357 - (44,525)
--------- --------- --------- -------- -------- ---------
NET INCREASE IN CASH AND CASH EQUIVALENTS
FROM CONTINUING OPERATIONS (21,572) - 25,092 - - 3,520
NET INCREASE IN CASH AND ACASH EQUIVALENTS
FROM DISCONTINUED OPERATIONS (5,332) (5,332)
--------- --------- --------- -------- -------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS (21,572) - 19,760 - - (1,812)
CASH AND CASH EQUIVALENTS, BEGINNING OF
PERIOD 36,572 - 28,921 - - 65,493
--------- --------- --------- -------- -------- ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 15,000 $ - $ 48,681 $ - $ - $ 63,681
========= ========= ========= ======== ======== =========
19
NOTE 10. SUBSEQUENT EVENTS
On December 31, 2004, the Company entered into an agreement with Nortel
Networks to upgrade its wireless network equipment in Puerto Rico. Under the
terms of the agreement, the Company has committed to purchase approximately $20
million of new wireless equipment. As a result of this upgrade, the Company will
accelerate depreciation on its existing wireless network equipment to be retired
during the final two quarters of fiscal 2005 resulting in approximately $65,000
to $75,000 of incremental depreciation expense in the aggregate. The upgrade is
expected to be completed in the first quarter of fiscal 2006.
In consideration of the network replacement and upgrade in Puerto Rico,
the Company is evaluating the useful lives of its U.S. and Caribbean wireless
network equipment, excluding the assets noted above.
On December 28, 2004, the Company announced that it will redeem $115,000
of its 2008 Senior Subordinated Notes. The redemption will occur on or about
January 27, 2005, at a redemption price of 103.583 percent. Following the
redemption, $185,000 of the Company's 2008 Senior Subordinated Notes will remain
outstanding.
NOTE 11. RESTATEMENT
In preparation for complying with the provisions of the Sarbanes-Oxley Act
of 2002 relating to internal control over financial reporting that will be
effective for the Company for the fiscal year ending May 31, 2005, as well as
recent guidance surrounding such legislation, the Company restated its
consolidated financial statements as of May 31, 2003, for the years ended May
31, 2003 and 2002 and the first three quarters of the fiscal year ended May 31,
2004. Such restatement related primarily to adjustments that were identified in
the ordinary course of prior audits of the Company's consolidated financial
statements, but not recorded at the time due to their immateriality from both a
qualitative and quantitative perspective. In an effort not to distort the
results of any period, the Company recorded all adjustments in the years or
quarter, as applicable, in which they arose.
The nature of the adjustments to restate the Company's consolidated
financial statements primarily related to the following:
- Overstated Accrual Estimates -- The Company had historically taken
a conservative approach with respect to determining certain accrual estimates.
Year over year fluctuations in these accruals resulted in an immaterial impact
on the consolidated financial statements.
- Billing Cycle Cut-off -- The Company had historically
underestimated the amount of unbilled revenue related to its businesses. In
addition, the Company historically recognized less revenue associated with
amounts billed in advance and subsequently earned as services are provided.
These differences were caused by timing issues resulting from the Company's
billing process.
Provided below is a comparison of restated summarized quarterly financial
data and summarized quarterly financial data as previously reported.
20
THREE MONTHS ENDED SIX MONTHS ENDED
NOVEMBER 30, 2003 NOVEMBER 30, 2003
-------------------------------------- -------------------------------------
(AS REPORTED) (1) (AS RESTATED) (1) (AS REPORTED) (1) (AS RESTATED) (1)
----------------- ----------------- ----------------- -----------------
Revenue $ 190,813 $ 190,747 $ 382,447 $ 382,083
Operating income 47,127 47,263 97,917 94,641
Income tax expense (15,996) (7,899)(2) (7,319) (9,205)(2)
Loss from continuing operations (10,133) (2,038) (1,094) (5,965)
Loss per share from continuing
operations:
Basic $ (0.10) $ (0.02) $ (0.01) $ (0.06)
Diluted $ (0.10) $ (0.02) $ (0.01) $ (0.06)
(1) Excludes amounts related to Centennial Cable, which have been
presented as discontinued operations.
(2) Income tax expense has been adjusted to reflect the effect that the
restatement had on the Company's forecasted income for the year
ended May 31, 2004, as well as changes resulting from the Company's
application of Financial Interpretation No. 18, "Accounting for
Income Taxes in Interim Periods, an Interpretation of APB Opinion
No. 28," to exclude from the projected annual effective tax rate
losses related to the Dominican Republic.
21
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESTATEMENT
In preparation for complying with the provisions of the Sarbanes-Oxley Act
of 2002 relating to internal control over financial reporting that will be
effective for us for our fiscal year ending May 31, 2005, as well as recent
guidance surrounding such legislation, we restated our consolidated financial
statements as of May 31, 2003, for the years ended May 31, 2003 and 2002 (not
presented herein), and for the first three quarters of the fiscal year ended May
31, 2004 for the items discussed in Note 11 to the Condensed Consolidated
Financial Statements. Such restatement related primarily to adjustments that
were identified in the ordinary course of prior audits of our consolidated
financial statements, but not recorded at the time due to their immateriality.
The effects of the restatement have been reflected in the accompanying
Management's Discussion and Analysis of Financial Condition and Results of
Operations.
As discussed in Note 4 to the Condensed Consolidated Financial Statements,
the results of operations presented below exclude Centennial Puerto Rico Cable
TV Corp. ("Centennial Cable") due to its classification as a discontinued
operation.
The information contained in this Part I, Item 2, updates, and should be
read in conjunction with, information set forth in Part II, Items 7 and 8, in
the Company's Annual Report on Form 10 K/A for the fiscal year ended May 31,
2004, filed on October 1, 2004, in addition to the unaudited interim Condensed
Consolidated Financial Statements and accompanying notes presented in Part 1,
Item 1 of this Quarterly Report on Form 10-Q. Those statements in the following
discussion that are not historical in nature should be considered to be
forward-looking statements that are inherently uncertain. Please see "Cautionary
Statement for Purposes of the "Safe Harbor" Provisions of the Private Securities
Litigation Reform Act of 1995" and the "Risk Factors" section of our 2004 Annual
Report on Form 10-K/A.
EXECUTIVE OVERVIEW
Company Overview
We are a leading regional wireless and broadband (wireline)
telecommunications service provider serving over one million customers in
markets covering over 19.5 million Net Pops in the United States and the
neighboring Caribbean. In the United States, we are a regional wireless service
provider in small cities and rural areas in two geographic clusters covering
parts of six states. In our Puerto Rico-based Caribbean service area, which also
includes operations in the Dominican Republic and the U.S. Virgin Islands, we
are a facilities-based, fully integrated communications service provider
offering both wireless and, in Puerto Rico and the Dominican Republic, broadband
services to business and residential customers.
Management's Summary
Our vision is to be the premier regional provider of telecommunications
services by tailoring the ultimate customer experience in the markets we serve.
In the United States, we provide digital wireless service in two
geographic clusters, covering approximately 8.3 million Net Pops. Our Midwest
cluster includes parts of Indiana, Michigan and Ohio, and our Southeast cluster
includes parts of Louisiana, Mississippi and Texas. Our clusters are comprised
of small cities and rural areas that generally have lower penetration levels
than major metropolitan areas.
22
In the Caribbean region, we offer wireless and wireline services in Puerto
Rico and the Dominican Republic and wireless services in the U.S. Virgin
Islands. For both the three and six months ended November 30, 2004, we derived
approximately 84% of our Caribbean operations' revenue from our Puerto Rico
operations. Puerto Rico is a U.S. dollar-denominated and Federal Communications
Commission ("FCC") regulated commonwealth of the United States.
The business strategy we use to tailor the ultimate customer experience
entails focusing on discreet geographies and customizing our sales, marketing
and customer support functions to the unique requirements of these markets.
Approximately 70% of our wireless sales in the United States and Caribbean and
substantially all of our broadband sales are made through our own employees,
which allows us to have a high degree of control over the customer experience.
We use this control to deliver an experience, which our research tells us, is
unique and valued by the customers in our various markets. Further, by way of
the tailored customer experience and rate plans that are similarly customized,
we target high quality (high usage/high ARPU ("Average Revenue Per User"))
postpaid wireless customers.
Our business strategy also entails ensuring that our networks are of the
highest quality in all our locations. For the three and six-month periods ended
November 30, 2004, we spent $16.2 and $25.5 million, respectively, on capital
expenditures in our U.S. wireless operations. Much of this investment was to
upgrade our network to GSM (global system for mobile communications) technology
in our Midwest and Southeast clusters in fiscal 2005. We spent $12.9 million and
$7.8 million on capital expenditures in our Caribbean wireless and broadband
operations, respectively, for the three month period ended November 30, 2004 and
$25.8 and $13.0 on capital expenditures in our Caribbean wireless and broadband
operations, respectively, for the six month period ended November 30, 2004.
We believe that the success of our business is a function of our
performance relative to a number of key drivers. The drivers can be summarized
in our ability to attract and retain customers by profitably providing superior
service at competitive rates. We continually monitor our performance against
these key drivers by evaluating several metrics. In addition to adjusted
operating income (adjusted operating income represents the profitability measure
of our segments -- see Note 9 to the Condensed Consolidated Financial Statements
for reconciliation to the appropriate generally accepted accounting principles
("GAAP") measure, the following key metrics, among other factors, are monitored
by management in assessing the performance of our business:
- Gross postpaid and prepaid wireless additions
- Net gain (loss) -- wireless subscribers
- Revenue per average wireless customer (including roaming
revenue), or ARPU
- Roaming revenue
- Penetration -- total wireless
- Postpaid churn -- wireless
- Prepaid churn -- Caribbean wireless
- Average monthly minutes of use per wireless customer
- Fiber route miles -- Caribbean broadband
- Switched access lines -- Caribbean broadband
- Dedicated access line equivalents -- Caribbean broadband
- On-net buildings -- Caribbean broadband
- Capital expenditures
Gross postpaid and prepaid wireless additions represent the number of new
subscribers we are able to add during the period. Growing our subscriber base by
adding new subscribers is a fundamental element
23
of our long-term growth strategy. We must maintain a competitive offering of
products and services to sustain our subscriber growth. We focus on postpaid
customers.
Net gain (loss) -- wireless subscribers represents the number of
subscribers we were able to add to our service during the period after deducting
the number of disconnected or terminated subscribers. By monitoring our growth
against our forecast, we believe we are better able to anticipate our future
operating performance.
Revenue per average wireless customer (including roaming revenue), or
ARPU, represents the average monthly subscriber revenue generated by a typical
subscriber (determined as subscriber revenues divided by average number of
subscribers). We monitor trends in ARPU to ensure that our rate plans and
promotional offerings are attractive to customers and cost-effective. The
majority of our revenues are derived from subscriber revenues. Subscriber
revenues include, among other things: monthly access charges; charges for
airtime used in excess of plan minutes; Universal Service Fund support payment
revenues; long distance revenues derived from calls placed by our customers;
international interconnect revenues; roaming revenue; and other charges such as
activation, voice mail, call waiting and call forwarding.
Roaming revenues represent the amount of revenue we receive from other
wireless carriers for providing service to their subscribers who "roam" into our
markets and use our systems to carry their calls. The per minute rate paid by a
roamer is established by an agreement between the roamer's wireless provider and
us. The amount of roaming revenue we generate is often dependent upon usage
patterns of our roaming partners' subscribers and the rate plan mix and
technology mix of our roaming partners. We closely monitor trends in roaming
revenues because usage patterns by our roaming partners' subscribers can be
difficult to predict.
Penetration -- total wireless represents a percentage which is calculated
by dividing the number of our subscribers by the total population of potential
subscribers available in the markets that we serve.
Postpaid and prepaid churn represent the number of subscribers that
disconnect or are terminated from our service or where there is a lack of usage
by prepaid customers for a prescribed period of time. Churn is calculated by
dividing the aggregate number of wireless subscribers who cancel service during
each month in a period by the total number of wireless subscribers as of the
beginning of the month. Churn is stated as the average monthly churn rate for
the applicable period. We monitor and seek to control churn so that we can grow
our business without incurring significant sales and marketing cost needed to
replace disconnected subscribers. We must continue to ensure that we offer
excellent network quality and customer service so that our churn rates remain
low.
Average monthly minutes of use per wireless customer represents the
average number of minutes ("MOU's") used by our customers during a period. We
monitor growth in MOU's to ensure that the access and overage charges we are
collecting are consistent with that growth. In addition, growth in subscriber
usage may indicate a need to invest in additional network capacity.
Fiber route miles are the number of miles of fiber cable that we have
laid. Fiber is installed to connect our equipment to our customer premises
equipment. As a facilities based carrier, the number of fiber route miles is an
indicator of the strength of our network, our coverage and our potential market.
Switched access lines represent the amount of lines connected to our
switching center and serving customers for incoming and outgoing calls. Growing
our switched access lines is a fundamental element of our strategy. We monitor
the trends in our switched access line growth against forecast to be able to
24
anticipate future operating performance. In addition, this measurement allows us
to compute our current market penetration in the market we serve.
Dedicated access line equivalents represents the amount of Voice Grade
Equivalent ("VGE") lines used to connect two ends points. We monitor the trends
in our dedicated service using VGE against forecast to anticipate future
operating performance, network capacity requirements and overall growth of our
business.
On-net buildings is a location where we have established a point of
presence to serve one or more customers. Tracking the number of on-net buildings
allows us to size our addressable market and determine the appropriate level of
capital expenditures. As a facilities based competitive local exchange carrier,
or CLEC, it is a critical performance measurement of our growth and a clear
indication of our increased footprint.
Capital expenditures represent the amount spent on upgrades, additions and
improvements to our telecommunications network and back office infrastructure.
We monitor our capital expenditures as part of our overall financing plan for
the company and to ensure that we receive an appropriate rate of return on our
capital investments. This statistic is also used to ensure that capital
investments are in line with network usage trends and consistent with our
objective of offering a high quality network to our customers.
CRITICAL ACCOUNTING ESTIMATES
The preparation of our Condensed Consolidated Financial Statements and
related disclosures in conformity with accounting principles generally accepted
in the United States of America requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities, and the
disclosure of contingent assets and liabilities as of the date of the financial
statements and revenues and expenses during the periods reported. We base our
estimates on historical experience, where applicable, and other assumptions that
we believe are reasonable under the circumstances. Actual results may differ
from our estimates under different assumptions or conditions.
There are certain critical estimates that we believe require significant
judgment in the preparation of our Condensed Consolidated Financial Statements.
We consider an accounting estimate to be critical if:
- it requires us to make assumptions because information was not
available at the time or it included matters that were highly
uncertain at the time we were making the estimate, and
- changes in the estimate or different estimates that we could have
selected may have had a material effect on our financial condition
or results of operations.
Allowance for Doubtful Accounts
We maintain an allowance for doubtful accounts for estimated losses, which
result from our customers not making required payments. We base our allowance on
the likelihood of recoverability of our subscriber accounts receivable based on
past experience and by reviewing current collection trends. A worsening of
economic or industry trends beyond our estimates could result in an increase of
our allowance for doubtful accounts by recording additional expense.
Property, Plant and Equipment -- Depreciation
25
The wireless communications industry is capital intensive. Depreciation of
property, plant and equipment constitutes a substantial operating cost for us.
The cost of our property, plant and equipment, principally wireless
communications equipment, is charged to depreciation expense using the
straight-line method over estimated useful lives. We periodically review changes
in our technology and industry conditions, asset retirement activity and salvage
values to determine if an adjustment to the estimated remaining useful lives and
depreciation rates is necessary. Actual economic lives may differ from our lives
as a result of changes in technology, market conditions and other factors. Such
changes could result in a change in our estimated useful lives and therefore our
depreciation expense in future periods.
Valuation of Long-Lived Assets
Long-lived assets such as property, plant and equipment, and customer
lists are reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount may not be recoverable. In our estimation of
fair value, we consider current market values of properties similar to our own,
competition, prevailing economic conditions, government policy, including
taxation, and the historical and current growth patterns of both our business
and the industry. We also consider the recoverability of the cost of our
long-lived assets based on a comparison of estimated undiscounted operating cash
flows for the related businesses with the carrying value of the long-lived
assets. Considerable management judgment is required to estimate the fair value
of and impairment, if any, of our assets. These estimates are very subjective in
nature; we believe that our estimates are consistent with assumptions that
marketplace participants would use in their estimates of fair value. Estimates
related to recoverability of assets are critical accounting estimates as
management must make assumptions about future revenue and related expenses over
the life of an asset, and the effect of recognizing impairment could be material
to our consolidated financial position as well as our consolidated results of
operations. Actual revenue and costs could vary significantly from such
estimates.
Goodwill and Wireless Licenses -- Valuation of Goodwill and
Indefinite-Lived Intangible Assets
We review goodwill, wireless licenses and cable franchise costs for
impairment based on the requirements of Statement of Financial Accounting
Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets" ("SFAS No.
142"). In accordance with SFAS No. 142, goodwill is tested for impairment at the
reporting unit level on an annual basis as of January 31st or on an interim
basis if an event occurs or circumstances change that would reduce the fair
value of a reporting unit below its carrying value. These events or
circumstances would include a significant change in the business climate, legal
factors, operating performance indicators, competition, sale or disposition of a
significant portion of the business or other factors. We have determined that
our reporting units for SFAS No. 142 are our operating segments determined under
SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
Information" ("SFAS No. 131"). In analyzing goodwill, U.S. wireless licenses and
Caribbean wireless licenses for potential impairment, we use projections of
future cash flows from each reporting unit to determine whether its estimated
value exceeds its carrying value. These projections of cash flows are based on
our views of growth rates, time horizons of cash flow forecasts, assumed
terminal value, estimates of our future cost structures and anticipated future
economic conditions and the appropriate discount rates relative to risk and
estimates of residual values. These projections are very subjective in nature.
We believe that our estimates are consistent with assumptions that marketplace
participants would use in their estimates of fair value. The use of different
estimates or assumptions within our discounted cash flow model (e.g., growth
rates, future economic conditions or discount rates and estimates of terminal
values) when determining the fair value of the reporting unit are subjective and
could result in different values and may affect any related goodwill, wireless
licenses or cable franchise costs impairment charge.
26
RESULTS OF OPERATIONS
We had 1,088,300 wireless subscribers at November 30, 2004 as compared to
994,100 at November 30, 2003, an increase of 9%. Income from continuing
operations for the three and six months ended November 30, 2004 was $18.6 and
$29.0 million, respectively, as compared to a loss from continuing operations of
$2.0 and $6.0 million for the three and six months ended November 30, 2003,
respectively. Basic earnings per share from continuing operations for the three
and six months ended November 30, 2004 were $0.18 and $0.28, respectively, as
compared to basic loss per share from continuing operations of $0.02 and $0.06
for the three and six months ended November 30, 2003, respectively. Diluted
earnings per share from continuing operations for the three and six months ended
November 30, 2004 were $0.18 and $0.28, respectively, as compared to diluted
loss per share from continuing operations of $0.02 and $0.06 for the three and
six months ended November 30, 2003.
In accordance with Statement of Financial Accounting Standards ("SFAS")
No. 109, "Accounting for Income Taxes," Accounting Principles Board ("APB")
Opinion No. 28, "Interim Financial Reporting," and Financial Accounting
Standards Board ("FASB") Interpretation No. 18, "Accounting for Income Taxes in
Interim Periods - An Interpretation of APB Opinion No. 28," the Company has
recorded its tax expense from continuing operations for the quarter ended
November 30, 2004 based on its projected annual worldwide effective tax rate of
52.7%. Our projected annual worldwide effective tax rate of 52.7% is affected by
the following variables:
1. book losses generated in the Dominican Republic for which it is more
likely than not that a tax benefit will not be realized;
2. state taxes net of federal tax benefit; and
3. foreign taxes for which we cannot claim a foreign tax credit.
27
Consolidated Operations
THREE MONTHS ENDED SIX MONTHS ENDED
NOVEMBER 30, NOVEMBER 30,
---------------------- ----------------------
(in thousands, except per share data) 2004 2003 $ CHANGE % CHANGE 2004 2003 $ CHANGE % CHANGE
(AS RESTATED) (AS RESTATED)
------------------------------------------ -------------------------------------------
Operating income ............. $ 75,511 $ 47,263 $ 28,248 60% $ 137,522 $ 94,641 $ 42,881 45%
Income (loss) from continuing
operations ................... 18,580 (2,038) 20,618 * 29,043 (5,965) 35,008 *
Earnings (loss) per share from
continuing operations:
Basic .................... 0.18 (0.02) 0.20 * 0.28 (0.06) 0.34 *
Diluted .................. 0.18 (0.02) 0.20 * 0.28 (0.06) 0.34 *
* Percentage change not meaningful.
U.S. Wireless Operations
THREE MONTHS ENDED SIX MONTHS ENDED
NOVEMBER 30, NOVEMBER 30,
------------------- -------------------
(in thousands) 2004 2003 $ CHANGE % CHANGE 2004 2003 $ CHANGE % CHANGE
(AS RESTATED) (AS RESTATED)
------------------------------------------ ------------------------------------------
Revenue:
Service revenue ............. $ 79,935 $ 73,151 $ 6,784 9% $165,853 $145,293 $ 20,560 14%
Roaming revenue ............. 13,044 12,634 410 3 26,352 29,681 (3,329) (11)
Equipment sales ............. 4,983 4,654 329 7 8,824 9,919 (1,095) (11)
-------- -------- -------- -- -------- -------- -------- ---
Total revenue ........ 97,962 90,439 7,523 8 201,029 184,893 16,136 9
-------- -------- -------- -- -------- -------- -------- ---
Costs and expenses:
Cost of services ............ 18,267 17,085 1,182 7 35,059 35,674 (615) (2)
Cost of equipment sold ...... 11,775 12,119 (344) (3) 23,198 25,280 (2,082) (8)
Sales and marketing ......... 10,715 12,054 (1,339) (11) 23,322 23,475 (153) (1)
General and administrative .. 15,688 13,792 1,896 14 29,980 28,134 1,846 7
-------- -------- -------- -- -------- -------- -------- ---
Total costs and
expenses ........... 56,445 55,050 1,395 3 111,559 112,563 (1,004) (1)
-------- -------- -------- -- -------- -------- -------- ---
Adjusted operating income (1) $ 41,517 $ 35,389 $ 6,128 17% $ 89,470 $ 72,330 $ 17,140 24%
-------- -------- -------- -- -------- -------- -------- ---
(1) Adjusted operating income represents the profitability measure of
the segment - see Note 8 to the condensed consolidated financial
statements for a reconciliation of consolidated adjusted operating
income to the appropriate GAAP measure.
Revenue. U.S. wireless service revenue increased in the three and six
months ended November 30, 2004, as compared to the three and six months ended
November 30, 2003. The increase in U.S. wireless service revenue was primarily
due to increased ARPU. Contributing to the increase in ARPU during the three and
six months ended November 30, 2004, was $4.3 and $13.2 million of revenue,
respectively, related to payments from the universal service fund ("USF").
Included in the $13.2 million is $5.0 million for prior periods for which the
amount did not become known and realizability was not probable until the first
quarter of fiscal 2005 with receipt of an FCC order.
U.S. wireless roaming revenue increased for the three months ended
November 30, 2004. This increase was primarily due to an increase in GSM roaming
minutes as a result of our launch of GSM service in the Midwest cluster in
November 2003 and the Southeast cluster in October 2004. U.S. wireless roaming
revenue decreased for the six months ended November 30, 2004. The decrease was
28
primarily the result of lower average roaming rates per minute, partially offset
by an increase in minutes of use.
Our U.S. wireless operations had approximately 544,900 and 548,200
subscribers at November 30, 2004 and 2003, respectively. Postpaid subscribers
account for 97% of total U.S. wireless subscribers as of November 30, 2004.
During the twelve months ended November 30, 2004, increases from new activations
of 156,900 were offset by subscriber cancellations of 160,200. The monthly
postpaid churn rate was 2.1% for the three and six months ended November 30,
2004, as compared to 2.0% and 1.9% for the same periods last year, respectively.
The cancellations experienced by the U.S. wireless operations were primarily due
to competitive factors and non-payment.
Equipment sales increased during the three months ended November 30, 2004,
as compared to the three months ended November 30, 2003. This increase was
primarily a result of the Company's increased practice of charging for phones in
connection with new activations as opposed to providing them for free as was
more prevalent in the three months ended November 30, 2003. Equipment sales
decreased for the six months ended November 30, 2004, as compared to the six
months ended November 30, 2003, due primarily to lower activations and to an
increase in phones being provided free to customers in connection with new
activations.
U.S. wireless ARPU per month was $60 and $61 for the three and six months
ended November 30, 2004, respectively, as compared to $55 and $56 for the same
periods a year ago, respectively. Revenue per average wireless customer for the
six months ended November 30, 2004 includes $5.0 million of USF revenue related
to prior quarters. Revenue per average wireless customer excluding the $5.0
million of USF revenue was $60 and $59 for the three and six months ended
November 30, 2004, respectively. Average minutes of use per subscriber were 552
and 535 minutes per month for the three and six months ended November 30, 2004,
respectively, as compared to 436 and 424 minutes for the same periods last year,
respectively. Wireless ARPU increased due to the Company's increased USF revenue
during the three and six months ended November 30, 2004.
Costs and expenses. Cost of services increased during the three months
ended November 30, 2004, as compared to the same period last year while
decreasing during the six months ended November 30, 2004 as compared to the same
prior year period. The three month increase was primarily due to an increase in
incollect roaming cost which was driven primarily by higher incollect minutes of
use, partially offset by lower incollect roaming rates. The six month decrease
was primarily due to amounts received as reimbursements for our costs in
deploying E911 which we accounted for as a reduction to cost of services, as
well as reduced telephone service cost rates.
Cost of equipment sold decreased for the three and six months ended
November 30, 2004, as compared to the same periods last year, primarily due to a
decrease in average cost per phone, as well as lower activations.
Sales and marketing expenses decreased for the three and six months ended
November 30, 2004 as compared to the same periods in the prior year, primarily
due to decreased advertising and lower commissions as a result of lower
activations.
General and administrative expenses increased for the three and six months
ended November 30, 2004, as compared to the same periods last year, primarily
due to costs related to the Company's compliance with the provisions of the
Sarbanes-Oxley Act, as well as an increase in costs to further support the
customer base.
29
Adjusted operating income for the U.S. wireless operations increased for
the three and six months ended November 30, 2004, as compared to the same
periods in fiscal 2004, primarily due to the receipt of an additional $4.3 and
$13.2 million in USF support for the three and six months ended November 30,
2004, respectively, as compared to the three and six months ended November 30,
2003.
Caribbean Wireless Operations
THREE MONTHS ENDED SIX MONTHS ENDED
NOVEMBER 30, NOVEMBER 30,
-------------------- --------------------
% %
(in thousands) 2004 2003 $ CHANGE CHANGE 2004 2003 $ CHANGE CHANGE
(AS RESTATED) (AS RESTATED)
---------------------------------------- ------------------------------------------
Revenue:
Service revenue $ 82,798 $ 72,794 $ 10,004 14% $ 162,760 $ 142,971 $ 19,789 14%
Roaming revenue 542 820 (278) (34) 1,000 2,203 (1,203) (55)
Equipment sales 2,429 2,420 9 - 5,014 4,964 50 1
-------- --------- --------- ----- --------- --------- --------- ---
Total revenue 85,769 76,034 9,735 13 168,774 150,138 18,636 12
-------- --------- --------- ----- --------- --------- --------- ---
Costs and expenses:
Cost of services 13,509 11,004 2,505 23 26,195 23,148 3,047 13
Cost of equipment sold 10,810 9,872 938 10 20,495 18,264 2,231 12
Sales and marketing 9,528 9,081 447 5 19,773 18,453 1,320 7
General and administrative 17,979 15,971 2,008 13 36,130 29,828 6,302 21
-------- --------- --------- ----- --------- --------- --------- ---
Total costs and
expenses 51,826 45,928 5,898 13 102,593 89,693 12,900 14
-------- --------- --------- ----- --------- --------- --------- ---
Adjusted operating income (1) $ 33,943 $ 30,106 $ 3,837 13% $ 66,181 $ 60,445 $ 5,736 9%
======== ========= ========= ===== ========= ========= ========= ===
(1) Adjusted operating income represents the profitability measure of
the segment - see Note 8 to the condensed consolidated financial
statements for a reconciliation of consolidated adjusted operating
income to the appropriate GAAP measure.
Revenue. Caribbean wireless service revenue increased for the three and
six months ended November 30, 2004, as compared to the three and six months
ended November 30, 2003. The increase in Caribbean wireless service revenue was
primarily due to a greater average number of subscribers offset by a lower ARPU
in the three and six months ended November 30, 2004, as compared to the three
and six months ended November 30, 2003. The growth rate in service revenue was
less than the growth in subscribers due to a larger proportionate increase in
prepaid subscribers in the Dominican Republic which generally have a lower ARPU,
as well as to increased sales of lower ARPU companion plans in Puerto Rico.
Our Caribbean wireless operations had approximately 543,400 subscribers at
November 30, 2004, an increase of 22% from approximately 445,900 subscribers at
November 30, 2003. During the twelve months ended November 30, 2004, increases
from new activations of 314,300 were offset by subscriber cancellations of
216,800. The cancellations experienced by our Caribbean wireless operations were
primarily the result of a lack of usage by our prepaid customers, competitive
factors and non-payment.
The monthly postpaid churn rate decreased to 2.2% for the three months
ended November 30, 2004, from 2.4% for the same period last year. The monthly
postpaid churn rate was 2.3% for the six month periods ended November 30, 2004
and November 30, 2003. Our postpaid subscribers represented approximately 72% of
our total Caribbean wireless subscribers for the three and six months ended
November 30, 2004, down from approximately 74% for the three and six months
ended November 30, 2003. The decrease in the percentage of postpaid customers is
due to growth in our Dominican Republic operations, which have a higher
percentage of prepaid customers.
30
Caribbean wireless ARPU was $54 for the three and six months ended
November 30, 2004, as compared to $58 and $59 for the same periods last year,
respectively. The decrease in ARPU was primarily due to a change in the
subscriber mix as the percentage of total Caribbean subscribers from the
Dominican Republic has continued to increase. The majority of the subscribers in
the Dominican Republic are prepaid subscribers, which generally have a lower
ARPU than postpaid subscribers. In addition, the decrease in ARPU resulted from
an increase in sales of companion rate plans in Puerto Rico.
Our subscribers used an average of 978 and 962 minutes of airtime per
month during the three and six months ended November 30, 2004, respectively,
compared to 923 and 909 minutes per month during the three and six months ended
November 30, 2003, respectively. Our postpaid subscribers used an average of
1,288 and 1,274 minutes of airtime per month during the three and six months
ended November 30, 2004, respectively, as compared to 1,181 and 1,162 minutes of
use per month during the three and six months ended November 30, 2003,
respectively.
Revenue from Caribbean wireless roaming decreased for the three and six
months ended November 30, 2004, compared to the three and six months ended
November 30, 2003. The decrease was primarily due to the loss of Verizon
Wireless roaming traffic in Puerto Rico.
Costs and expenses. Cost of services increased during the three and six
months ended November 30, 2004, as compared to the three and six months ended
November 30, 2003. The increase was primarily due to costs associated with a
larger subscriber base, including interconnection, tower site, utilities and
salary expenses.
Cost of equipment sold increased during the three and six months ended
November 30, 2004 as compared to the same periods last year. The increase was
primarily due to an increase in the number of phones used for upgrades and
retention, as well as to a higher percentage of phones sold instead of leased in
Puerto Rico as compared to the prior year. An increase in the percentage of
phones sold increases our costs and expenses because the cost of the phone sold
is charged to cost of equipment sold whereas the cost of a phone which is leased
by a customer is charged to depreciation expense over the life of the phone.
Sales and marketing expenses increased during the three and six months
ended November 2004 as compared to the same periods last year. The increase was
due to increases in compensation costs, advertising costs and agent commission
expense in the Dominican Republic as a result of growth in the subscriber base.
These increases were partially offset by decreased advertising costs in Puerto
Rico.
General and administrative expenses increased during the three and six
months ended November 30, 2004 as compared to the same periods in fiscal 2004.
The increase was primarily due to increases in costs associated with the
expanding subscriber base and costs related to the Company's compliance with the
provisions of the Sarbanes-Oxley Act.
Caribbean Broadband Operations
31
THREE MONTHS ENDED SIX MONTHS ENDED
NOVEMBER 30, NOVEMBER 30,
----------------------- ----------------------
% %
(in thousands) 2004 2003 $ CHANGE CHANGE 2004 2003 $ CHANGE CHANGE
(AS RESTATED) (AS RESTATED)
----------------------------------------- -------------------------------------------
Revenue:
Switched revenue $ 11,767 $ 9,409 $ 2,358 25% $ 23,146 $ 18,208 $ 4,938 27%
Dedicated revenue 13,357 12,070 1,287 11 25,891 23,912 1,979 8
Wholesale termination revenue 5,587 3,784 1,803 48 13,155 7,393 5,762 78
Other revenue 2,411 2,199 212 10 4,439 4,232 207 5
---------- ----------- -------- ---- -------- ----------- -------- ----
Total revenue 33,122 27,462 5,660 21 66,631 53,745 12,886 24
---------- ----------- -------- ---- -------- ----------- -------- ----
Costs and expenses:
Cost of services 11,415 10,047 1,368 14 26,082 20,195 5,887 29
Cost of equipment sold 330 102 228 224 548 223 325 146
Sales and marketing 1,760 1,521 239 16 3,532 2,869 663 23
General and administrative 5,323 4,946 377 8 10,765 10,234 531 5
---------- ----------- -------- ---- -------- ----------- -------- ----
Total costs and
expenses 18,828 16,616 2,212 13 40,927 33,521 7,406 22
---------- ----------- -------- ---- -------- ----------- -------- ----
Adjusted operating income (1) $ 14,294 $ 10,846 $ 3,448 32% $ 25,704 $ 20,224 $ 5,480 27%
========== =========== ======== ==== ======== =========== ======== ====
(1) Adjusted operating income represents the profitability measure of
the segment - see Note 8 to the condensed consolidated financial
statements for a reconciliation of consolidated adjusted operating
income to the appropriate GAAP measure.
Revenue. Total Caribbean broadband revenue increased for the three and six
months ended November 30, 2004, as compared to the three and six months ended
November 30, 2003. This increase was due to an 18% increase in total access
lines and equivalents to 286,600 and to an increase in southbound revenue
resulting from an increase in southbound terminating minutes to the Dominican
Republic.
Switched revenue increased for the three and six months ended November 30,
2004, as compared to the same period last year. The increase was primarily due
to a 25% increase in switched access lines to 56,500 as of the end of November
30, 2004 and a corresponding growth in minutes of use.
Dedicated revenue increased for the three and six months ended November
30, 2004, as compared to the same periods last year. The increase was primarily
the result of a 16% growth in voice grade equivalent dedicated lines to 230,100
partially offset by a decrease in revenue per circuit.
Wholesale termination revenue increased for the three and six months ended
November 30, 2004 from the same periods last year. Wholesale termination revenue
represents service revenues we receive from carriers under negotiated rate
agreements for traffic that originates primarily in the United States and
terminates in the Caribbean. The increase was primarily due to an increase in
southbound terminating minutes to the Dominican Republic. The wholesale
termination revenue has significantly lower margins than the switched and
dedicated revenue.
Other revenue increased for the three and six months ended November 30,
2004 from the same periods last year. The increase was primarily due to an
increase in late fee revenue and other interconnection revenue in Puerto Rico.
Costs and expenses. Cost of services increased during the three and six
months ended November 30, 2004, as compared to the same periods last year. The
increase was primarily due to an increase in access charges in the Dominican
Republic, resulting from the increase in the number of international long
distance minutes to the Dominican Republic that we terminate, partially offset
by decreased termination expense in Puerto Rico. The decrease in Puerto Rico
termination expense was primarily due to credits received from a carrier in
connection with a settlement of local calling zone disputes.
32
Sales and marketing expenses increased during the three and six months
ended November 30, 2004, as compared to the three and six months ended November
30, 2003. The increase was primarily due to increased costs associated with
growing the customer base.
General and administrative expenses increased during the three and six
months ended November 30, 2004, as compared to the three and six months ended
November 30, 2003. The increase was primarily due to increased costs related to
the Company's compliance with the provisions of the Sarbanes-Oxley Act and an
increase in other tax expense in the Dominican Republic.
LIQUIDITY AND CAPITAL RESOURCES
Weighted average debt outstanding and interest expense
THREE MONTHS ENDED SIX MONTHS ENDED
NOVEMBER 30, NOVEMBER 30,
-------------------------- --------------------------
(in millions) 2004 2003 CHANGE 2004 2003 CHANGE
(AS RESTATED) (AS RESTATED)
------------------------------------------ ------------------------------------------
Weighted Average Debt Outstanding .. $ 1,767.8 $ 1,735.3 $ 32.5 $ 1,768.2 $ 1,744.6 $ 23.6
Weighted Average Interest Rate
Including Amortization and Write Off
of Debt Issuance Costs ............. 8.4% 9.6% (1.2%) 8.4% 10.4% (2.0%)
Weighted Average Interest Rate
Excluding Amortization and Write Off
of Debt Issuance Costs ............. 8.0% 9.1% (1.1%) 8.0% 8.9% (0.9%)
Gross Interest Expense ............. $ 37.336 $ 41.626 $ (4.290) $ 74.037 $ 90.824 $ (16.787)
Interest Income .................... $ .398 $ .114 $ .284 $ .620 $ .280 $ .340
---------- ---------- ---------- ---------- ---------- ----------
Net Interest Expense ............... $ 36.938 $ 41.512 $ (4.574) $ 73.417 $ 90.544 $ (17.127)
========== ========== ========== ========== ========== ==========
The $4.6 million and $17.1 million decrease in net interest expense for
the three and six months ended November 30, 2004, respectively, resulted
primarily from the write off, during the first quarter of fiscal 2004, of
approximately $8.6 million of unamortized issuance costs related to the Term
Loans under our old senior secured credit facility (the "Old Senior Secured
Credit Facility") that were prepaid from the proceeds of the issuance of the
$500 million 10 1/8% senior unsecured notes due 2013 (the "2013 Senior Notes").
At November 30, 2004, we had total liquidity of $285.2 million, consisting
of cash and cash equivalents totaling $135.6 million and approximately $149.6
million available under our revolving credit facility.
On February 9, 2004, we issued the 8 1/8% senior unsecured notes due 2014
(the "2014 Senior Notes") in a private placement transaction. Concurrent with
the issuance of the 2014 Senior Notes, we entered into a new $750 million senior
secured credit facility (the "New Senior Secured Credit Facility"). Centennial
Communications Corp. and each of its direct and indirect domestic subsidiaries
are guarantors under the New Senior Secured Credit Facility. Collectively, these
two issuances are referred to as the Debt Refinancing. We received $905.4
million (after underwriting commissions, but before other
33
expenses) in net proceeds from the Debt Refinancing and used these funds to make
the following payments:
- $627.6 million to repay all principal amounts outstanding under our
Old Senior Secured Credit Facility, which extinguished the Old
Senior Secured Credit Facility;
- $197.3 million to repurchase all of our outstanding unsecured
subordinated notes due 2009 ("Mezzanine Debt"), which was accruing
paid-in-kind interest at a rate of 13.0%;
- $73.8 million to repurchase or redeem $70.0 million aggregate
principal amount of our outstanding $370.0 million 2008 Senior
Subordinated Notes;
- $1.9 million to pay applicable breakage fees on the termination of
our interest rate swap and collar agreements; and
- $4.8 million to pay fees, expenses and accrued interest related to
the Debt Refinancing.
The New Senior Secured Credit Facility consists of a seven-year term loan
with an aggregate principal amount of $600.0 million of which $595.5 million
remained outstanding at November 30, 2004 and which requires aggregate principal
payments of $6.0 million in each of the fiscal years ended 2005, 2006, 2007,
2008 and 2009, $4.5 million in fiscal year 2010 and the balance of $564.0
million in two equal installments of $282.0 million in August 2010 and February
2011. The New Senior Secured Credit Facility also includes a six-year revolving
credit facility, maturing in February 2010, with an aggregate principal amount
of up to $150.0 million that had no amounts outstanding as of the close of the
New Senior Secured Credit Facility, but may be drawn upon at any time. At
November 30, 2004, $149.6 million was available under the revolving credit
facility. If the remaining 2008 Senior Subordinated Notes are not refinanced by
June 15, 2008, the aggregate amount outstanding under the New Senior Secured
Credit Facility will become immediately due and payable.
Under the terms of the New Senior Secured Credit Facility, term and
revolving loan borrowings will bear interest at the London Inter-Bank Offering
Rate ("LIBOR") (weighted average rate of 2.20% as of November 30, 2004) plus
2.75% and LIBOR plus 3.25%, respectively. Our obligations under the New Senior
Secured Credit Facility are collateralized by liens on substantially all of our
assets.
On November 10, 2003, we completed a public offering of 10,000,000 shares
of our common stock at $5.50 per share for total gross proceeds of $55.0
million. The offering included 7,000,000 primary shares sold by us and 3,000,000
shares sold by affiliates of The Blackstone Group, one of our principal
stockholders. Our proceeds (after underwriting commissions, but before other
expenses) of $36.8 million were used to prepay a portion of our Mezzanine Debt,
which was then accruing paid-in-kind interest at a rate of 13%. All of the $36.8
million payment was recorded as interest expense. Additionally, we paid other
expenses of $2.1 million in connection with the offering yielding net proceeds
of $34.7 million. We did not receive any of the proceeds from the sale of the
shares owned by affiliates of The Blackstone Group. In connection with the sale
of shares of our common stock, on November 6, 2003, we amended our Old Senior
Secured Credit Facility to permit us to use the proceeds of the equity offering
(and certain subsequent equity offerings) to prepay the Mezzanine Debt.
On June 20, 2003, we sold $500.0 million aggregate principal amount of our
2013 Senior Notes. Centennial Puerto Rico Operations Corp. ("CPROC") is a
guarantor of the 2013 Senior Notes. We used
34
the net proceeds from the 2013 Senior Notes offering to make repayments of
$470.0 million under the Old Senior Secured Credit Facility.
We capitalized approximately $50.0 million of debt issuance costs,
including $25.2 million and $22.9 million in connection with the issuance of the
2013 Senior Notes and the Debt Refinancing, respectively, during the fiscal year
ended May 31, 2004. As a result of the extinguishment of the Old Senior Secured
Credit Facility and a portion of the 2008 Senior Subordinated Notes, we
wrote-off approximately $52.9 million, net of accumulated amortization of $29.5
million, in debt issuance costs for the fiscal year ended May 31, 2004. We
recorded a loss on extinguishment of debt of $39.2 million for the fiscal year
ended May 31, 2004.
In December 1998, we issued $370.0 million of 2008 Senior Subordinated
Notes. CPROC is a guarantor of the 2008 Senior Subordinated Notes. In connection
with the Debt Refinancing, we repurchased or redeemed $70.0 million aggregate
principal amount of such notes. An affiliate of Welsh, Carson, Anderson and
Stowe ("Welsh Carson"), our principal stockholder, owned approximately $189.0
million principal amount of the 2008 Senior Subordinated Notes. Approximately
$34.9 million, or 49.9%, of the $70.0 million of the 2008 Senior Subordinated
Notes redeemed and repurchased were owned by the affiliate of Welsh Carson.
Additionally, on December 28, 2004, we announced that we will redeem an
additional $115 million aggregate principal amount of such notes. The redemption
will occur on or about January 27, 2005 at a redemption price of 103.583
percent. We expect that a pro rata portion of the notes redeemed will be from
the affiliate of Welsh Carson.
In 1999, we issued the Mezzanine Debt, which was held by an affiliate of
Welsh Carson. The issuance was allocated $157.5 million to debt and $22.5
million to equity. The difference between the face value of the Mezzanine Debt
and the amount allocated to debt was being amortized or accreted over the term
of the Mezzanine Debt. On November 10, 2003, proceeds of $36.8 million from our
equity offering were used to prepay a portion of the Mezzanine Debt. Proceeds of
$197.3 million from the Debt Refinancing were used to repurchase all of our
remaining outstanding Mezzanine Debt, which was accruing paid-in-kind interest
at a rate of 13.0%. As of November 30, 2004, we had repaid the Mezzanine Debt in
full.
Under certain of the above debt agreements, we are required to maintain
certain financial and operating covenants, and are limited in our ability to,
among other things, incur additional indebtedness and enter into transactions
with affiliates. Under certain circumstances, we are prohibited from paying cash
dividends on our common stock under certain of the above debt agreements. We
were in compliance with all covenants of our debt agreements at November 30,
2004.
For the three and six months ended November 30, 2004, the ratio of
earnings to fixed charges were 1.79 and 1.72, respectively. Fixed charges
consist of interest expense, including amortization of debt issuance costs, loss
on extinguishment of debt, and the portion of rents deemed representative of the
interest portion of leases.
As of November 30, 2004, we had approximately $642.0 million of property,
plant and equipment, net, placed in service. Capital expenditures for the U.S.
wireless operations were $16.2 and $25.5 million, representing 43.9% and 39.7%
of total capital expenditures, for the three and six month period ended November
30, 2004, respectively. These expenditures were to expand the coverage areas and
upgrade our cell sites, as well as our call switching equipment of existing
wireless properties and the deployment of our GSM/GPRS network in each of our
cell sites in our Midwest and Southeast clusters. Capital expenditures for the
Caribbean wireless operations were $12.9 and $25.8 million, representing 35.0%
and 40.1% of total capital expenditures for the three and six months ended
November 30, 2004, respectively. These expenditures were to add capacity and
services and to continue the development and
35
expansion of our Caribbean wireless systems. Capital expenditures for the
Caribbean broadband operations were $7.8 and $13.0 million, representing 21.1%
and 20.2% of total capital expenditures for the three and six months ended
November 30, 2004, respectively. These expenditures were to continue the
expansion of our Caribbean Broadband network infrastructure. During fiscal 2005,
we anticipate capital expenditures of approximately $170.0 million, which
includes funding for a network upgrade in Puerto Rico as well as the build out
of the Grand Rapids and Lansing, Michigan markets.
We expect to finance our capital expenditures primarily from cash flow
generated from operations, borrowings under our existing credit facilities and
proceeds from the sale of assets, including our recently completed sale of our
cable television business in Puerto Rico. We may also seek various other sources
of external financing, including additional bank financing, joint ventures,
partnerships and issuance of debt or equity securities.
To meet our obligations with respect to our operating needs, capital
expenditures and debt service obligations, it is important that we continue to
improve operating cash flow. Increases in revenue will be dependent upon, among
other things, continued growth in the number of customers and maximizing revenue
per subscriber. We have continued the construction and upgrade of wireless and
broadband systems in our markets to achieve these objectives. There is no
assurance that growth in customers or revenue will occur.
Based upon existing market conditions and our present capital structure,
we believe that cash flows from operations and funds from currently available
credit facilities will be sufficient to enable us to meet required cash
commitments through the next twelve-month period.
Centennial, its subsidiaries, affiliates and controlling stockholders
(including Welsh Carson) and The Blackstone Group and their respective
affiliates) may from time to time, depending upon market conditions, seek to
purchase certain of Centennial's or its subsidiaries' securities in the open
market or by other means, in each case to the extent permitted by existing
covenant restrictions.
ACQUISITIONS AND DISPOSITIONS
Our primary acquisition strategy is to obtain controlling ownership
interests in communications systems serving markets that are proximate to or
share a community of interest with our current markets. We may pursue
acquisitions of communications businesses that we believe will enhance our scope
and scale. Our strategy of clustering our operations in proximate geographic
areas enables us to achieve operating and cost efficiencies, as well as joint
marketing benefits, and also allows us to offer our subscribers more areas of
uninterrupted service as they travel. In addition to expanding our existing
clusters, we also may seek to acquire interests in communications businesses in
other geographic areas. The consideration for such acquisitions may consist of
shares of stock, cash, assumption of liabilities, a combination thereof or other
forms of consideration.
On September 6, 2004, we entered into a definitive agreement to sell our
wholly-owned subsidiary, Centennial Cable, to an affiliate of Hicks, Muse, Tate
& Furst Incorporated for approximately $155.0 million in cash. The transaction
closed on December 28, 2004. We have accounted for the disposition as a
discontinued operation in accordance with SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets".
In August 2004, we entered into a definitive agreement with AT&T Wireless
to acquire 10 MHz of PCS spectrum covering approximately 4.1 million Pops in
Michigan and Indiana for an aggregate purchase price of $19.5 million. At the
same time, we entered into a definitive agreement to sell to
36
Verizon Wireless for $24.0 million in cash the Indianapolis and Lafayette,
Indiana licenses covering approximately 1.9 million Pops that we expected to
acquire from AT&T Wireless. We consummated the transactions on October 1, 2004.
As a result of the transactions, we have acquired licenses covering
approximately 2.2 million incremental Pops and received $4.5 million in cash.
COMMITMENTS AND CONTINGENCIES
We have filed a shelf registration statement with the SEC for the sale of
up to 72,000,000 shares of our common stock that may be offered from time to
time in connection with acquisitions. The SEC declared the registration
statement effective on July 14, 1994. As of November 30, 2004, 37,613,079 shares
remain available for issuance under the shelf.
On July 7, 2000, the SEC declared effective our universal shelf
registration statement, which registered our sale of up to an aggregate of
$750.0 million of securities (debt, common stock, preferred stock and warrants),
as well as the resale of up to 20,000,000 shares of our common stock out of
approximately 87,000,000 shares owned by certain of our controlling stockholders
including Welsh Carson and an affiliate of The Blackstone Group). As of November
30, 2004, we have sold $38.5 million of securities under the shelf and our
controlling stockholders have sold 3,000,000 shares. As a result, $711.5 million
of our securities for future issuance and the resale of 17,000,000 shares of
common stock owned by our controlling stockholders remain available.
During the fiscal years ended May 31, 2003 and May 31, 2002, an affiliate
of Welsh Carson purchased in open market transactions approximately $189.0
million principal amount of the 2008 Senior Subordinated Notes. On September 24,
2002, we entered into an indemnification agreement with the Welsh Carson
affiliate pursuant to which the Welsh Carson affiliate agreed to indemnify us in
respect of taxes which may become payable by us as a result of these purchases.
In connection with these transactions, we recorded a $15.9 million income tax
payable included in accrued expenses and other current liabilities, and a
corresponding amount due from the Welsh Carson affiliate that is included in
prepaid expenses and other current assets.
In May 2003, we entered into a multi-year year agreement with Ericsson,
Inc. to purchase equipment and services to overlay our U.S. wireless networks
with GSM/GPRS technology. We have committed to purchase approximately $15.9
million of equipment and services under the agreement. As of November 30, 2004,
we have paid approximately $14.3 million in connection with this agreement.
In June 2004, we signed an amendment to our billing services agreement
with Convergys Information Management Group, Inc. ("Convergys"). The agreement
has a term of seven years and Convergys agreed to provide billing services,
facilitate network fault detection, correction and management performance and
usage monitoring and security for our wireless operations throughout the
Company. Subject to the terms of the agreement, which include a requirement to
meet certain performance standards, we have committed to purchase a total of
approximately $74.6 million of services through 2011 under this agreement. These
commitments are classified as purchase obligations in the Contractual
Obligations table below. As of November 30, 2004, we have paid approximately
$10.1 million in connection with this agreement.
The following table summarizes our scheduled contractual cash obligations
and commercial commitments at November 30, 2004 (unless otherwise noted), and
the effect that such obligations are expected to have on liquidity and cash flow
in future periods.
37
LESS THAN AFTER 5
CONTRACTUAL OBLIGATIONS TOTAL 1 YEAR 1-3 YEARS 4-5 YEARS YEARS
- ------------------------------------------ -------------- ------------ ----------- ----------- ---------------
Long-term debt obligations................ $ 1,768,039 $ 5,820 $ 11,868 $ 312,481 $ 1,437,870
Operating leases obligations (1).......... 103,745 11,813 17,807 11,831 62,294
Purchase obligations 66,104 6,760 20,878 21,665 16,801
-------------- ------------ ----------- ----------- ---------------
Total contractual cash
obligations 1,937,888 24,393 50,553 345,977 1,516,965
-------------- ------------ ----------- ----------- ---------------
Sublessor agreements (1) 1,893 681 855 357 -
-------------- ------------ ----------- ----------- ---------------
Net $ 1,935,995 $ 23,712 $ 49,698 $ 345,620 $ 1,516,965
============== ============ =========== =========== ===============
(1) Represents our commitments associated with operating leases as of May 31,
2004.
SUBSEQUENT EVENTS
On December 31, 2004, we entered into an agreement with Nortel Networks to
upgrade our wireless network equipment in Puerto Rico. Under the terms of the
agreement, we have committed to purchase approximately $20 million of new
wireless equipment. As a result of this upgrade, we will accelerate depreciation
on our existing wireless network equipment to be retired during the final two
quarters of fiscal 2005 resulting in approximately $65,000 to $75,000 of
incremental depreciation expense in the aggregate. The upgrade is expected to be
completed in the first quarter of fiscal 2006.
In consideration of the network replacement and upgrade in Puerto Rico, we
are evaluating the useful lives of our U.S. and Caribbean wireless network
equipment, excluding the assets noted above.
On December 28, 2004, we announced that we will redeem $115,000 of our
2008 Senior Subordinated Notes. The redemption will occur on or about January
27, 2005, at a redemption price of 103.583 percent. Following the redemption,
$185,000 of our 2008 Senior Subordinated Notes will remain outstanding.
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR"
PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This report contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, or the Securities Act,
and Section 21E of the Securities Exchange Act of 1934, as amended, or the
Exchange Act. Statements in this report that are not historical facts are hereby
identified as "forward-looking statements." Where, in any forward-looking
statement, we or our management expresses an expectation or belief as to future
results or actions, there can be no assurance that the statement of expectation
or belief will result or be achieved or accomplished. Our actual results may
differ materially from our expectations, plans or projections. Forward-looking
statements can be identified by the use of the words "believe," "expect,"
"estimate," "anticipate," "project," "intend," "may," "will" and similar
expressions, or by discussion of competitive strengths or strategy that involve
risks and uncertainties. We warn you that these forward-looking statements are
only predictions and estimates, which are inherently subject to risks and
uncertainties.
Important factors that could cause actual results to differ materially
from those expressed in any forward-looking statement made by, or on behalf of,
us include, but are not limited to:
- the effects of vigorous competition in the telecommunications
industry, which may increase churn, increase our costs to compete
and decrease prices charged;
38
- the fact that many of our competitors are larger, better capitalized
and less leveraged than we are, have greater resources than we do,
may offer less expensive products than we do and may offer more
technologically advanced products than we do;
- our substantial debt obligations, including restrictive covenants
and consequences of default contained in our financing arrangements,
which place limitations on how we conduct business;
- market prices for the products and services we offer may continue to
decline in the future;
- general economic, business, political and social conditions in the
areas in which we operate, including the Caribbean region, including
the effects of world events, terrorism, wind storms and weather
conditions on tourism in the Caribbean;
- our access to the latest technology handsets in a timeframe and cost
similar to our competitors;
- uncertainty concerning the effect on our business of wireless local
number portability, which permits the wireless phone numbers that we
allocate to our customers to be portable when our customer switches
to another carrier;
- continued overbuilding by personal communications service providers
in our U.S. wireless markets and the effects of increased
competition in our markets, which may cause increased subscriber
cancellations, a continued reduction of prices charged, a reduction
in roaming revenue and lower average revenue per subscriber;
- the availability and cost of additional capital to fund our
operations, including the need to refinance or amend existing
indebtedness;
- our dependence on roaming agreements for a significant portion of
our U.S. wireless revenue and the continued price declines in
roaming rates and potential reduction of roaming minutes of use;
- our dependence on roaming agreements for our ability to offer our
wireless customers nationwide rate plans at competitive prices;
- our ability to attract and retain qualified personnel;
- the fact that our coverage areas are not as extensive as those of
other wireless operators, which may limit our ability to attract and
retain customers;
- the effects of consolidation in the telecommunications industry;
- the effects of governmental regulation of the telecommunications
industry, including changes in the level of support provided to us
by the Universal Service Fund;
- the capital intensity of the telecommunications industry, including
our plans to make significant capital expenditures during the coming
years to continue to build out and upgrade our networks and the
availability of additional capital to fund these capital
expenditures;
39
- changes and developments in technology, including our ability to
upgrade our networks to remain competitive and our ability to
anticipate and react to frequent and significant technological
changes;
- fluctuations in currency values related to our Dominican Republic
operations;
- our ability to acquire, and the cost of acquiring, additional
spectrum in our markets to support growth and advanced technologies;
- local operating hazards and risks in the areas in which we operate,
including without limitation, terrorist attacks, hurricanes,
tornadoes, earthquakes, windstorms and other natural disasters;
- our ability to manage, implement and monitor billing and operational
support systems;
- the results of litigation filed or which may be filed against us,
including litigation relating to wireless billing, using wireless
telephones while operating an automobile or possible health effects
of radio frequency transmission;
- the relative liquidity and corresponding volatility of our common
stock and our ability to raise future equity capital; and
- the control of us retained by some of our stockholders and
anti-takeover provisions.
We undertake no obligation, other than as may be required under the
federal securities laws, to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
We do not assume responsibility for the accuracy and completeness of the
forward-looking statements. Although we believe that the expectations reflected
in these forward-looking statements are reasonable, any or all of the
forward-looking statements contained in this report and in any other public
statements that are made may prove to be incorrect. This may occur as a result
of inaccurate assumptions as a consequence of known or unknown risks and
uncertainties. All of the forward-looking statements are qualified in their
entirety by reference to the factors discussed under the caption "Risk Factors"
of our 2004 Annual Report on Form 10 K/A filed on October 1, 2004. We caution
that these risk factors may not be exhaustive. We operate in a continually
changing business environment, and new risk factors emerge from time to time. We
cannot predict these new risk factors, nor can we assess the impact, if any, of
the new risk factors on our business or the extent to which any factor or
combination of factors may cause actual results to differ materially from those
expressed or implied by any forward-looking statement. In light of these risks,
uncertainties and assumptions, the forward-looking events discussed in this
report might not occur. You should carefully read this report in its entirety.
It contains information that you should consider in making any investment
decision in any of our securities.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are subject to market risks due to fluctuations in interest rates.
Approximately $595.5 million of our long-term debt has variable interest rates.
We are not party to any interest rate swap or collar agreements as of November
30, 2004.
The table below presents principal amounts and related average interest
rate by year of maturity for our long-term debt. Weighted average variable rates
are based on implied forward rates in the yield curve as of November 30, 2004:
40
FISCAL YEAR ENDED NOVEMBER 30,
-------------------------------------------------------
2005 2006 2007 2008 2009 THEREAFTER TOTAL FAIR VALUE
------ ------ ------ ------ -------- ---------- ---------- ----------
(IN THOUSANDS)
Long-term debt:
Fixed rate $ (180) $ (108) $ (24) $ 142 $300,399 $872,370 $1,172,539 $1,235,164
Average fixed
interest rate 11.1% 11.0% 10.0% 10.0% 10.7% 9.4% 9.7% --
Variable rate $6,000 $6,000 $6,000 $6,000 $ 6,000 565,500 $ 595,500 $ 595,500
Average variable
interest rate(1) 3.8% 4.2% 4.6% 5.1% 5.2% 5.5% 5.5% --
(1) Represents the average interest rate before applicable margin on the New
Senior Secured Credit Facility debt.
We have variable rate debt that at November 30, 2004 and 2003 had
outstanding balances of $595.5 million and $637.9 million, respectively. The
fair value of such debt approximates the carrying value at November 30, 2004.
Based on our unhedged variable rate obligations outstanding at November 30, 2004
a hypothetical increase or decrease of 10% in the weighted average variable
interest rate would have increased or decreased our annual interest expense by
approximately $1.3 million.
ITEM 4. CONTROLS AND PROCEDURES
As discussed in Note 11 to the Condensed Consolidated Financial
Statements, we restated our consolidated financial statements presented in this
Form 10-Q.
We carried out an evaluation, under the supervision and with the
participation of our management including our Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and operation of our
disclosure controls and procedures pursuant to Rule 13-15(b) of the Exchange
Act. Based upon that evaluation, the Chief Executive Officer and Chief Financial
Officer concluded that our disclosure controls and procedures are effective as
of November 30, 2004.
There was no change in our internal control over financial reporting
during the second quarter of fiscal 2005 that has materially affected, or is
reasonably likely to materially affect, the Company's internal control over
financial reporting.
41
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are party to several lawsuits in which plaintiffs have alleged,
depending on the case, breach of contract, misrepresentation or unfair practice
claims relating to its billing practices, including rounding up of partial
minutes of use to full-minute increments, billing send to end, and billing for
unanswered and dropped calls. The plaintiffs in these cases have not alleged any
specific monetary damages and are seeking certification as a class action. A
hearing on class certification in one of these cases was held on September 2,
2003 in a state court in Louisiana. The decision of the court with respect to
certification is still pending. Damages payable by the Company could be
significant, although the Company does not believe that it is probable that any
damage payments would have a material adverse effect on its consolidated results
of operations, consolidated financial position or consolidated cash flows.
In April 2002, WHTV Broadcasting Corp. and Sala Foundation Inc., operators
of a wireless cable system in Puerto Rico, filed an action against us in the
United States District Court for the District of Puerto Rico. The complaint
alleges that we breached the terms of a November 2000 letter of intent to
purchase the wireless cable system for $30.0 million. The complaint seeks
specific performance of the letter of intent or not less than $15.0 million in
damages. We do not believe that it is probable that any damage payments would
have a material adverse effect on our consolidated results of operations,
consolidated financial position or consolidated cash flows.
We are subject to other claims and legal actions that arise in the
ordinary course of business. We do not believe that any of these other pending
claims or legal actions will have a material adverse effect on its business or
consolidated results of operations.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
42
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
a) The Company's annual meeting of stockholders was held on
September 30, 2004.
b) The following persons were elected as directors at the
Company's annual meeting pursuant to the following votes:
NUMBER OF VOTES
-----------------------
DIRECTORS For Withhold
- ---------------------- ---------- ---------
Anthony J. de Nicola 84,938,296 4,284,356
James R. Matthews 86,863,633 2,359,019
Thomas E. McInerney 84,939,287 4,283,365
James P. Pellow 88,836,151 386,501
Raymond A. Ranelli 89,116,946 105,706
Robert D. Reid 88,985,938 236,714
Michael J. Small 86,993,750 2,228,902
David M. Tolley 88,985,751 236,901
J. Stephen Vanderwoude 89,116,946 105,706
c) The stockholders approved a proposal at the annual meeting to
ratify the appointment of Deloitte & Touche LLP as independent
auditors for the Company for the fiscal year ending May 31,
2005. The following sets forth the number of votes on this
proposal:
FOR Against Abstain
- ---------- ------- -------
89,215,871 6,781 -
ITEM 5. OTHER INFORMATION
None
43
ITEM 6. EXHIBITS
Each exhibit identified below is filed as a part of this report.
Exhibit No. Description
- ----------- -----------
31.1 Certification of Michael J. Small, Chief Executive Officer, pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Thomas J. Fitzpatrick, Chief Financial Officer, pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Michael J. Small, Chief Executive Officer, pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification of Thomas J. Fitzpatrick, Chief Financial Officer, pursuant
to Section 906 of the Sarbanes-Oxley Acts of 2002
44
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
January 7, 2005
CENTENNIAL COMMUNICATIONS CORP.
/s/ Thomas J. Fitzpatrick
-------------------------------------
Thomas J. Fitzpatrick
Executive Vice President,
Chief Financial Officer
(Chief Financial Officer)
/s/ Thomas E. Bucks
-------------------------------------
Thomas E. Bucks
Sr. Vice President-Controller
(Chief Accounting Officer)
45