AD 8-K
Array Digital Infrastructure, Inc. (AD)
8-K
2020-02-20
For: 2020-02-20
View Original
Added on
April 08, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 20, 2020
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (773) 399-8900
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
Securities registered pursuant to Section 12(b) of the Act: | ||||||
Title of each class | Trading Symbol | Name of each exchange on which registered | ||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company | |
☐ | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. |
Item 2.02. Results of Operations and Financial Condition
On February 20, 2020, United States Cellular Corporation (U.S. Cellular) issued a news release announcing its results of operations for the period ended December 31, 2019. A copy of the news release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
The information in this Item 2.02 of Form 8-K is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor will any such information or exhibits be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits
(d) The following exhibits are being filed herewith:
Exhibit Number | Description of Exhibits | |
99.1 | ||
99.2 | ||
104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | |
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 hereunto duly authorized. | |||
UNITED STATES CELLULAR CORPORATION | |||
(Registrant) | |||
Date: | February 20, 2020 | By: | /s/ Douglas W. Chambers |
Douglas W. Chambers | |||
Senior Vice President, Chief Financial Officer and Treasurer | |||
(principal financial officer) | |||
Exhibit 99.1 NEWS RELEASE
As previously announced, U.S. Cellular will hold a teleconference on February 21, 2020 at 9:00 a.m. CST. Listen to the call live via the Events & Presentations page of investors.uscellular.com. U.S. Cellular intends to file its Form 10-K on February 25, 2020.
FOR IMMEDIATE RELEASE
U.S. Cellular reports fourth quarter and full year 2019 results
Strong ARPU growth and cost management drive positive results
Provides guidance for 2020
CHICAGO (February 20, 2020) — United States Cellular Corporation (NYSE:USM) reported total operating revenues of $1,052 million for the fourth quarter of 2019, versus $1,051 million for the same period one year ago. Net income attributable to U.S. Cellular shareholders and related diluted earnings per share were $18 million and $0.20, respectively, for the fourth quarter of 2019 compared to $21 million and $0.23, respectively, in the same period one year ago. U.S. Cellular reported Adjusted EBITDA of $222 for the fourth quarter of 2019 compared to $213 million in the same period one year ago.
U.S. Cellular reported total operating revenues of $4,022 million and $3,967 million for the years ended 2019 and 2018, respectively. Net income attributable to U.S. Cellular shareholders and related diluted earnings per share were $127 million and $1.44, respectively, for the year ended 2019 compared to $150 million and $1.72, respectively, for the year ended 2018. U.S. Cellular reported Adjusted EBITDA of $1,015 million in 2019 compared to $963 million in 2018.
"In 2019 we made significant progress on our strategic imperatives," said Kenneth R. Meyers, U.S. Cellular President and CEO. "We increased revenues and Adjusted EBITDA, putting us in a strong position to proceed with our multi-year network modernization plan. This work will increase speeds and capacity and ready our network for 5G and the exciting opportunities this technology will bring. Additionally we successfully secured spectrum in two FCC auctions strategically positioning us for future 5G services.
"Customers’ continued migration to higher priced service plans, growing smartphone penetration in our base and increased penetration of device protection services helped increase average revenue per user. We generated strong growth in roaming revenue, while at the same time driving down roaming expense through favorable agreements with major carriers.
"As we move into 2020, we will build upon many of the significant programs introduced last year including more compelling unlimited pricing, our new brand positioning “Bringing Fairness to Wireless”, a new web platform with enhanced capabilities and significant network improvements. Leveraging these programs and others, we expect to enhance our customer experience, identify new and emerging revenue streams, reduce costs throughout the business and invest in our Associates and our future. This year, we will launch 5G services commercially in two of our markets and continue our VoLTE deployment. Additionally, we are excited that we recently launched commercial service in Sioux City, Iowa and Northern Wisconsin."
1
2020 Estimated Results
U.S. Cellular’s current estimates of full-year 2020 results are shown below. Such estimates represent management’s view as of February 20, 2020 and should not be assumed to be current as of any future date. U.S. Cellular undertakes no duty to update such information, whether as a result of new estimates, future events or otherwise. There can be no assurance that final results will not differ materially from estimated results.
2020 Estimated Results | Actual Results for the Year Ended December 31, 2019 | ||||
(Dollars in millions) | |||||
Service revenues | $3,000-$3,100 | $ | 3,035 | ||
Adjusted OIBDA1 | $775-$900 | $ | 832 | ||
Adjusted EBITDA1 | $950-$1,075 | $ | 1,015 | ||
Capital expenditures | $850-$950 | $ | 710 | ||
The following table provides a reconciliation of Net income to Adjusted OIBDA and Adjusted EBITDA for 2020 estimated results and actual results for the years ended December 31, 2019 and 2018. In providing 2020 estimated results, U.S. Cellular has not completed the below reconciliation to Net income because it does not provide guidance for income taxes. Although potentially significant, U.S. Cellular believes that the impact of income taxes cannot be reasonably predicted; therefore, U.S. Cellular is unable to provide such guidance.
2020 Estimated Results | Actual Results for the Year Ended December 31, 2019 | Actual Results for the Year Ended December 31, 2018 | ||||||||
(Dollars in millions) | ||||||||||
Net income (GAAP) | N/A | $ | 133 | $ | 164 | |||||
Add back or deduct: | ||||||||||
Income tax expense | N/A | 52 | 51 | |||||||
Income before income taxes (GAAP) | $130-$255 | $ | 185 | $ | 215 | |||||
Add back: | ||||||||||
Interest expense | 110 | 110 | 116 | |||||||
Depreciation, amortization and accretion expense | 690 | 702 | 640 | |||||||
EBITDA (Non-GAAP)1 | $930-$1,055 | $ | 997 | $ | 971 | |||||
Add back or deduct: | ||||||||||
(Gain) loss on asset disposals, net | 20 | 19 | 10 | |||||||
(Gain) loss on sale of business and other exit costs, net | — | (1 | ) | — | ||||||
(Gain) loss on license sales and exchanges, net | — | — | (18 | ) | ||||||
Adjusted EBITDA (Non-GAAP)1 | $950-$1,075 | $ | 1,015 | $ | 963 | |||||
Deduct: | ||||||||||
Equity in earnings of unconsolidated entities | 160 | 166 | 159 | |||||||
Interest and dividend income | 15 | 17 | 15 | |||||||
Other, net | — | — | (1 | ) | ||||||
Adjusted OIBDA (Non-GAAP)1 | $775-$900 | $ | 832 | $ | 790 | |||||
1 | EBITDA, Adjusted EBITDA and Adjusted OIBDA are defined as net income adjusted for the items set forth in the reconciliation above. EBITDA, Adjusted EBITDA and Adjusted OIBDA are not measures of financial performance under Generally Accepted Accounting Principles in the United States (GAAP) and should not be considered as alternatives to Net income or Cash flows from operating activities, as indicators of cash flows or as measures of liquidity. U.S. Cellular does not intend to imply that any such items set forth in the reconciliation above are non-recurring, infrequent or unusual; such items may occur in the future. Management uses Adjusted EBITDA and Adjusted OIBDA as measurements of profitability, and therefore reconciliations to Net income are deemed appropriate. Management believes Adjusted EBITDA and Adjusted OIBDA are useful measures of U.S. Cellular’s operating results before significant recurring non-cash charges, gains and losses, and other items as presented above as they provide additional relevant and useful information to investors and other users of U.S. Cellular’s financial data in evaluating the effectiveness of its operations and underlying business trends in a manner that is consistent with management’s evaluation of business performance. Adjusted EBITDA shows adjusted earnings before interest, taxes, depreciation, amortization and accretion, and gains and losses, while Adjusted OIBDA reduces this measure further to exclude Equity in earnings of unconsolidated entities and Interest and dividend income in order to more effectively show the performance of operating activities excluding investment activities. The table above reconciles EBITDA, Adjusted EBITDA and Adjusted OIBDA to the corresponding GAAP measure, Net income or Income before income taxes. Additional information and reconciliations related to Non-GAAP financial measures for December 31, 2019, can be found on U.S. Cellular’s website at investors.uscellular.com. |
2
Conference Call Information
U.S. Cellular will hold a conference call on February 21, 2020 at 9:00 a.m. Central Time.
▪ | Access the live call on the Events & Presentations page of investors.uscellular.com or at |
https://www.webcaster4.com/Webcast/Page/1145/33161
▪ | Access the call by phone at 877-273-7192 (US/Canada), conference ID: 2677654 |
Before the call, certain financial and statistical information to be discussed during the call will be posted to investors.uscellular.com. The call will be archived on the Events & Presentations page of investors.uscellular.com.
About U.S. Cellular
United States Cellular Corporation provides a comprehensive range of wireless products and services, excellent customer support, and a high-quality network to customers with 4.9 million connections in 20 states. The Chicago-based company had 5,500 full- and part-time associates as of December 31, 2019. At the end of the fourth quarter of 2019, Telephone and Data Systems, Inc. owned 82 percent of U.S. Cellular. For more information about U.S. Cellular, visit uscellular.com.
Contacts
Jane W. McCahon, Senior Vice President - Corporate Relations and Corporate Secretary of TDS
312-592-5379
Julie D. Mathews, IRC, Director - Investor Relations of TDS
312-592-5341
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995: All information set forth in this news release, except historical and factual information, represents forward-looking statements. This includes all statements about the company’s plans, beliefs, estimates, and expectations. These statements are based on current estimates, projections, and assumptions, which involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Important factors that may affect these forward-looking statements include, but are not limited to: intense competition; the ability to execute U.S. Cellular’s business strategy; uncertainties in U.S. Cellular’s future cash flows and liquidity and access to the capital markets; the ability to make payments on U.S. Cellular indebtedness or comply with the terms of debt covenants; impacts of any pending acquisitions/divestitures/exchanges of properties and/or licenses, including, but not limited to, the ability to obtain regulatory approvals, successfully complete the transactions and the financial impacts of such transactions; the ability of the company to successfully manage and grow its markets; the access to and pricing of unbundled network elements; the ability to obtain or maintain roaming arrangements with other carriers on acceptable terms; the state and federal telecommunications regulatory environment; the value of assets and investments; adverse changes in the ratings of U.S. Cellular debt securities by accredited ratings organizations; industry consolidation; advances in telecommunications technology; pending and future litigation; changes in income tax rates, laws, regulations or rulings; changes in customer growth rates, average monthly revenue per user, churn rates, roaming revenue and terms, the availability of wireless devices, or the mix of services and products offered by U.S. Cellular. Investors are encouraged to consider these and other risks and uncertainties that are discussed in the Form 8-K Current Report used by U.S. Cellular to furnish this press release to the Securities and Exchange Commission, which are incorporated by reference herein.
For more information about U.S. Cellular, visit:
U.S. Cellular: www.uscellular.com
3
United States Cellular Corporation
Summary Operating Data (Unaudited)
As of or for the Quarter Ended | 12/31/2019 | 9/30/2019 | 6/30/2019 | 3/31/2019 | 12/31/2018 | ||||||||||||||
Retail Connections | |||||||||||||||||||
Postpaid | |||||||||||||||||||
Total at end of period | 4,383,000 | 4,395,000 | 4,414,000 | 4,440,000 | 4,472,000 | ||||||||||||||
Gross additions | 170,000 | 163,000 | 137,000 | 137,000 | 179,000 | ||||||||||||||
Feature phones | 2,000 | 3,000 | 5,000 | 4,000 | 4,000 | ||||||||||||||
Smartphones | 128,000 | 121,000 | 97,000 | 98,000 | 132,000 | ||||||||||||||
Connected devices | 40,000 | 39,000 | 35,000 | 35,000 | 43,000 | ||||||||||||||
Net additions (losses) | (12,000 | ) | (19,000 | ) | (26,000 | ) | (32,000 | ) | 6,000 | ||||||||||
Feature phones | (11,000 | ) | (11,000 | ) | (10,000 | ) | (13,000 | ) | (11,000 | ) | |||||||||
Smartphones | 13,000 | 9,000 | (1,000 | ) | (1,000 | ) | 31,000 | ||||||||||||
Connected devices | (14,000 | ) | (17,000 | ) | (15,000 | ) | (18,000 | ) | (14,000 | ) | |||||||||
ARPU1 | $ | 46.57 | $ | 46.16 | $ | 45.90 | $ | 45.44 | $ | 45.58 | |||||||||
ARPA2 | $ | 120.99 | $ | 119.87 | $ | 119.46 | $ | 118.84 | $ | 119.60 | |||||||||
Churn rate3 | 1.38 | % | 1.38 | % | 1.23 | % | 1.26 | % | 1.29 | % | |||||||||
Handsets | 1.11 | % | 1.09 | % | 0.97 | % | 0.99 | % | 1.00 | % | |||||||||
Connected devices | 3.44 | % | 3.44 | % | 3.01 | % | 3.08 | % | 3.20 | % | |||||||||
Prepaid | |||||||||||||||||||
Total at end of period | 506,000 | 510,000 | 500,000 | 503,000 | 516,000 | ||||||||||||||
Gross additions | 63,000 | 70,000 | 61,000 | 61,000 | 66,000 | ||||||||||||||
Net additions (losses) | (3,000 | ) | 9,000 | (2,000 | ) | (13,000 | ) | (12,000 | ) | ||||||||||
ARPU1 | $ | 34.11 | $ | 34.35 | $ | 34.43 | $ | 33.44 | $ | 32.80 | |||||||||
Churn rate3 | 4.40 | % | 4.03 | % | 4.20 | % | 4.92 | % | 4.98 | % | |||||||||
Total connections at end of period4 | 4,941,000 | 4,957,000 | 4,967,000 | 4,995,000 | 5,041,000 | ||||||||||||||
Market penetration at end of period | |||||||||||||||||||
Consolidated operating population | 30,740,000 | 31,310,000 | 31,310,000 | 31,310,000 | 31,469,000 | ||||||||||||||
Consolidated operating penetration5 | 16 | % | 16 | % | 16 | % | 16 | % | 16 | % | |||||||||
Capital expenditures (millions) | $ | 243 | $ | 170 | $ | 195 | $ | 102 | $ | 242 | |||||||||
Total cell sites in service | 6,578 | 6,554 | 6,535 | 6,506 | 6,531 | ||||||||||||||
Owned towers | 4,166 | 4,123 | 4,116 | 4,106 | 4,129 | ||||||||||||||
Due to rounding, the sum of quarterly results may not equal the total for the year.
1 | Average Revenue Per User (ARPU) - metric is calculated by dividing a revenue base by an average number of connections and by the number of months in the period. These revenue bases and connection populations are shown below: |
• | Postpaid ARPU consists of total postpaid service revenues and postpaid connections. |
• | Prepaid ARPU consists of total prepaid service revenues and prepaid connections. |
2 | Average Revenue Per Account (ARPA) - metric is calculated by dividing total postpaid service revenues by the average number of postpaid accounts and by the number of months in the period. |
3 | Churn rate represents the percentage of the connections that disconnect service each month. These rates represent the average monthly churn rate for each respective period. |
4 | Includes reseller and other connections. |
5 | Market penetration is calculated by dividing the number of wireless connections at the end of the period by the total population of consolidated operating markets as estimated by Nielsen. |
4
United States Cellular Corporation | |||||||||||||||||||||
Consolidated Statement of Operations Highlights | |||||||||||||||||||||
(Unaudited) | |||||||||||||||||||||
Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||||||||
2019 | 2018 | 2019 vs. 2018 | 2019 | 2018 | 2019 vs. 2018 | ||||||||||||||||
(Dollars and shares in millions, except per share amounts) | |||||||||||||||||||||
Operating revenues | |||||||||||||||||||||
Service | $ | 763 | $ | 754 | 1 | % | $ | 3,035 | $ | 2,978 | 2 | % | |||||||||
Equipment sales | 289 | 297 | (3 | )% | 987 | 989 | – | ||||||||||||||
Total operating revenues | 1,052 | 1,051 | – | 4,022 | 3,967 | 1 | % | ||||||||||||||
Operating expenses | |||||||||||||||||||||
System operations (excluding Depreciation, amortization and accretion reported below) | 188 | 193 | (2 | )% | 756 | 758 | – | ||||||||||||||
Cost of equipment sold | 305 | 315 | (3 | )% | 1,028 | 1,031 | – | ||||||||||||||
Selling, general and administrative | 378 | 373 | 1 | % | 1,406 | 1,388 | 1 | % | |||||||||||||
Depreciation, amortization and accretion | 178 | 162 | 10 | % | 702 | 640 | 10 | % | |||||||||||||
(Gain) loss on asset disposals, net | 6 | 5 | 18 | % | 19 | 10 | 80 | % | |||||||||||||
(Gain) loss on sale of business and other exit costs, net | — | — | N/M | (1 | ) | — | N/M | ||||||||||||||
(Gain) loss on license sales and exchanges, net | — | — | N/M | — | (18 | ) | 98 | % | |||||||||||||
Total operating expenses | 1,055 | 1,048 | 1 | % | 3,910 | 3,809 | 3 | % | |||||||||||||
Operating income (loss) | (3 | ) | 3 | N/M | 112 | 158 | (29 | )% | |||||||||||||
Investment and other income (expense) | |||||||||||||||||||||
Equity in earnings of unconsolidated entities | 38 | 39 | (2 | )% | 166 | 159 | 5 | % | |||||||||||||
Interest and dividend income | 3 | 4 | (38 | )% | 17 | 15 | 17 | % | |||||||||||||
Interest expense | (23 | ) | (29 | ) | 20 | % | (110 | ) | (116 | ) | 5 | % | |||||||||
Other, net | — | — | (98 | )% | — | (1 | ) | N/M | |||||||||||||
Total investment and other income | 18 | 14 | 22 | % | 73 | 57 | 26 | % | |||||||||||||
Income before income taxes | 15 | 17 | (15 | )% | 185 | 215 | (14 | )% | |||||||||||||
Income tax expense (benefit) | (3 | ) | (4 | ) | 12 | % | 52 | 51 | 2 | % | |||||||||||
Net income | 18 | 21 | (15 | )% | 133 | 164 | (19 | )% | |||||||||||||
Less: Net income attributable to noncontrolling interests, net of tax | — | — | (38 | )% | 6 | 14 | (60 | )% | |||||||||||||
Net income attributable to U.S. Cellular shareholders | $ | 18 | $ | 21 | (14 | )% | $ | 127 | $ | 150 | (15 | )% | |||||||||
Basic weighted average shares outstanding | 86 | 86 | – | 86 | 86 | 1 | % | ||||||||||||||
Basic earnings per share attributable to U.S. Cellular shareholders | $ | 0.21 | $ | 0.24 | (14 | )% | $ | 1.47 | $ | 1.75 | (16 | )% | |||||||||
Diluted weighted average shares outstanding | 88 | 88 | – | 88 | 87 | 1 | % | ||||||||||||||
Diluted earnings per share attributable to U.S. Cellular shareholders | $ | 0.20 | $ | 0.23 | (14 | )% | $ | 1.44 | $ | 1.72 | (16 | )% | |||||||||
N/M - Percentage change not meaningful
5
United States Cellular Corporation | |||||||
Consolidated Statement of Cash Flows | |||||||
(Unaudited) | |||||||
Year Ended December 31, | 2019 | 2018 | |||||
(Dollars in millions) | |||||||
Cash flows from operating activities | |||||||
Net income | $ | 133 | $ | 164 | |||
Add (deduct) adjustments to reconcile net income to net cash flows from operating activities | |||||||
Depreciation, amortization and accretion | 702 | 640 | |||||
Bad debts expense | 107 | 95 | |||||
Stock-based compensation expense | 41 | 37 | |||||
Deferred income taxes, net | (4 | ) | (3 | ) | |||
Equity in earnings of unconsolidated entities | (166 | ) | (159 | ) | |||
Distributions from unconsolidated entities | 161 | 152 | |||||
(Gain) loss on asset disposals, net | 19 | 10 | |||||
(Gain) loss on sale of business and other exit costs, net | (1 | ) | — | ||||
(Gain) loss on license sales and exchanges, net | — | (18 | ) | ||||
Other operating activities | 4 | 3 | |||||
Changes in assets and liabilities from operations | |||||||
Accounts receivable | (46 | ) | (39 | ) | |||
Equipment installment plans receivable | (97 | ) | (149 | ) | |||
Inventory | (20 | ) | (4 | ) | |||
Accounts payable | (69 | ) | 3 | ||||
Customer deposits and deferred revenues | (8 | ) | 7 | ||||
Accrued taxes | (23 | ) | (39 | ) | |||
Other assets and liabilities | (9 | ) | 9 | ||||
Net cash provided by operating activities | 724 | 709 | |||||
Cash flows from investing activities | |||||||
Cash paid for additions to property, plant and equipment | (650 | ) | (512 | ) | |||
Cash paid for licenses | (266 | ) | (8 | ) | |||
Cash received from investments | 29 | 50 | |||||
Cash paid for investments | (11 | ) | (17 | ) | |||
Cash received from divestitures and exchanges | 41 | 24 | |||||
Other investing activities | (7 | ) | (1 | ) | |||
Net cash used in investing activities | (864 | ) | (464 | ) | |||
Cash flows from financing activities | |||||||
Repayment of long-term debt | (116 | ) | (19 | ) | |||
Common Shares reissued for benefit plans, net of tax payments | (9 | ) | 18 | ||||
Repurchase of Common Shares | (21 | ) | — | ||||
Distributions to noncontrolling interests | (4 | ) | (6 | ) | |||
Other financing activities | (2 | ) | (7 | ) | |||
Net cash used in financing activities | (152 | ) | (14 | ) | |||
Net increase (decrease) in cash, cash equivalents and restricted cash | (292 | ) | 231 | ||||
Cash, cash equivalents and restricted cash | |||||||
Beginning of period | 583 | 352 | |||||
End of period | $ | 291 | $ | 583 | |||
6
United States Cellular Corporation | |||||||
Consolidated Balance Sheet Highlights | |||||||
(Unaudited) | |||||||
ASSETS | |||||||
December 31, | 2019¹ | 2018 | |||||
(Dollars in millions) | |||||||
Current assets | |||||||
Cash and cash equivalents | $ | 285 | $ | 580 | |||
Short-term investments | — | 17 | |||||
Accounts receivable | 1,010 | 976 | |||||
Inventory, net | 162 | 142 | |||||
Prepaid expenses | 50 | 63 | |||||
Income taxes receivable | 46 | 15 | |||||
Other current assets | 20 | 19 | |||||
Total current assets | 1,573 | 1,812 | |||||
Assets held for sale | — | 54 | |||||
Licenses | 2,471 | 2,186 | |||||
Investments in unconsolidated entities | 447 | 441 | |||||
Property, plant and equipment, net | 2,207 | 2,202 | |||||
Operating lease right-of-use assets | 900 | — | |||||
Other assets and deferred charges | 566 | 579 | |||||
Total assets | $ | 8,164 | $ | 7,274 | |||
7
United States Cellular Corporation | |||||||
Consolidated Balance Sheet Highlights | |||||||
(Unaudited) | |||||||
LIABILITIES AND EQUITY | |||||||
December 31, | 2019¹ | 2018 | |||||
(Dollars in millions, except per share amounts) | |||||||
Current liabilities | |||||||
Current portion of long-term debt | $ | 8 | $ | 19 | |||
Accounts payable | 304 | 313 | |||||
Customer deposits and deferred revenues | 148 | 157 | |||||
Accrued taxes | 30 | 30 | |||||
Accrued compensation | 76 | 78 | |||||
Short-term operating lease liabilities | 105 | — | |||||
Other current liabilities | 79 | 94 | |||||
Total current liabilities | 750 | 691 | |||||
Liabilities held for sale | — | 1 | |||||
Deferred liabilities and credits | |||||||
Deferred income tax liability, net | 507 | 510 | |||||
Long-term operating lease liabilities | 865 | — | |||||
Other deferred liabilities and credits | 319 | 389 | |||||
Long-term debt, net | 1,502 | 1,605 | |||||
Noncontrolling interests with redemption features | 11 | 11 | |||||
Equity | |||||||
U.S. Cellular shareholders’ equity | |||||||
Series A Common and Common Shares, par value $1 per share | 88 | 88 | |||||
Additional paid-in capital | 1,629 | 1,590 | |||||
Treasury shares | (70 | ) | (65 | ) | |||
Retained earnings | 2,550 | 2,444 | |||||
Total U.S. Cellular shareholders’ equity | 4,197 | 4,057 | |||||
Noncontrolling interests | 13 | 10 | |||||
Total equity | 4,210 | 4,067 | |||||
Total liabilities and equity | $ | 8,164 | $ | 7,274 | |||
1 | As of January 1, 2019, U.S. Cellular adopted the new lease accounting standard, ASC 842, using a modified retrospective method. Under this method, the new accounting standard is applied only to the most recent period presented. As a result, 2019 amounts include the impacts of ASC 842, but 2018 amounts remain as previously reported. |
8
United States Cellular Corporation
Financial Measures and Reconciliations
(Unaudited)
Free Cash Flow
Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
(Dollars in millions) | |||||||||||||||
Cash flows from operating activities (GAAP) | $ | 37 | $ | 108 | $ | 724 | $ | 709 | |||||||
Less: Cash paid for additions to property, plant and equipment | 210 | 235 | 650 | 512 | |||||||||||
Free cash flow (Non-GAAP)1 | $ | (173 | ) | $ | (127 | ) | $ | 74 | $ | 197 | |||||
1 | Free cash flow is a non-GAAP financial measure which U.S. Cellular believes may be useful to investors and other users of its financial information in evaluating liquidity, specifically, the amount of net cash generated by business operations after deducting Cash paid for additions to property, plant and equipment. |
EBITDA, Adjusted EBITDA and Adjusted OIBDA
The following table reconciles EBITDA, Adjusted EBITDA and Adjusted OIBDA to the corresponding GAAP measures, Net income and Income before income taxes.
Three Months Ended December 31, | |||||||
2019 | 2018 | ||||||
(Dollars in millions) | |||||||
Net income (GAAP) | $ | 18 | $ | 21 | |||
Add back or deduct: | |||||||
Income tax benefit | (3 | ) | (4 | ) | |||
Income before income taxes (GAAP) | 15 | 17 | |||||
Add back: | |||||||
Interest expense | 23 | 29 | |||||
Depreciation, amortization and accretion expense | 178 | 162 | |||||
EBITDA (Non-GAAP) | 216 | 208 | |||||
Add back or deduct: | |||||||
(Gain) loss on asset disposals, net | 6 | 5 | |||||
Adjusted EBITDA (Non-GAAP) | 222 | 213 | |||||
Deduct: | |||||||
Equity in earnings of unconsolidated entities | 38 | 39 | |||||
Interest and dividend income | 3 | 4 | |||||
Adjusted OIBDA (Non-GAAP) | $ | 181 | $ | 170 | |||
9
Exhibit 99.2
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
SAFE HARBOR CAUTIONARY STATEMENT
This Form 8-K and/or press release attached to this Form 8-K contain statements that are not based on historical facts and represent forward-looking statements, as this term is defined in the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, that address activities, events or developments that U.S. Cellular intends, expects, projects, believes, estimates, plans or anticipates will or may occur in the future are forward-looking statements. The words “believes,” “anticipates,” “estimates,” “expects,” “plans,” “intends,” “projects” and similar expressions are intended to identify these forward-looking statements, but are not the exclusive means of identifying them. Such forward‑looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, events or developments to be significantly different from any future results, events or developments expressed or implied by such forward‑looking statements. Such risks, uncertainties and other factors include those set forth below, as more fully described under “Risk Factors” in the most recent filing of U.S. Cellular’s Form 10-K, as updated by any U.S. Cellular Form 10-Q filed subsequent to such Form 10-K. Each of the following risks could have a material adverse effect on U.S. Cellular’s business, financial condition or results of operations. However, such factors are not necessarily all of the important factors that could cause actual results, performance or achievements to differ materially from those expressed in, or implied by, the forward-looking statements contained in this document. Other unknown or unpredictable factors also could have material adverse effects on future results, performance or achievements. U.S. Cellular undertakes no obligation to update publicly any forward-looking statements whether as a result of new information, future events or otherwise. You should carefully consider the Risk Factors in the most recent filing of U.S. Cellular’s Form 10-K, as updated by any U.S. Cellular Form 10-Q filed subsequent to such Form 10-K, the following factors and other information contained in, or incorporated by reference into, this Form 8-K and/or press release attached to this Form 8-K to understand the material risks relating to U.S. Cellular’s business, financial condition or results of operations.
▪ | Intense competition in the markets in which U.S. Cellular operates could adversely affect U.S. Cellular’s revenues or increase its costs to compete. |
▪ | A failure by U.S. Cellular to successfully execute its business strategy (including planned acquisitions, spectrum acquisitions, divestitures and exchanges) or allocate resources or capital effectively could have an adverse effect on U.S. Cellular’s business, financial condition or results of operations. |
▪ | Uncertainty in U.S. Cellular’s future cash flow and liquidity or the inability to access capital, deterioration in the capital markets, other changes in U.S. Cellular’s performance or market conditions, changes in U.S. Cellular’s credit ratings or other factors could limit or restrict the availability of financing on terms and prices acceptable to U.S. Cellular, which could require U.S. Cellular to reduce its construction, development or acquisition programs, reduce the amount of wireless spectrum licenses acquired, and/or reduce or cease share repurchases. |
▪ | U.S. Cellular has a significant amount of indebtedness which could adversely affect its financial performance and in turn adversely affect its ability to make payments on its indebtedness, comply with terms of debt covenants and incur additional debt. |
▪ | Changes in roaming practices or other factors could cause U.S. Cellular's roaming revenues to decline from current levels, roaming expenses to increase from current levels and/or impact U.S. Cellular's ability to service its customers in geographic areas where U.S. Cellular does not have its own network, which could have an adverse effect on U.S. Cellular's business, financial condition or results of operations. |
▪ | A failure by U.S. Cellular to obtain access to adequate radio spectrum to meet current or anticipated future needs and/or to accurately predict future needs for radio spectrum could have an adverse effect on U.S. Cellular’s business, financial condition or results of operations. |
▪ | To the extent conducted by the FCC, U.S. Cellular may participate in FCC auctions for additional spectrum or for funding in certain Universal Service programs in the future directly or indirectly and, during certain periods, will be subject to the FCC’s anti-collusion rules, which could have an adverse effect on U.S. Cellular. |
▪ | Failure by U.S. Cellular to timely or fully comply with any existing applicable legislative and/or regulatory requirements or changes thereto could adversely affect U.S. Cellular’s business, financial condition or results of operations. |
▪ | An inability to attract people of outstanding talent throughout all levels of the organization, to develop their potential through education and assignments, and to retain them by keeping them engaged, challenged and properly rewarded could have an adverse effect on U.S. Cellular's business, financial condition or results of operations. |
▪ | U.S. Cellular’s assets and revenue are concentrated in the U.S. wireless telecommunications industry. Consequently, its operating results may fluctuate based on factors related primarily to conditions in this industry. |
▪ | U.S. Cellular’s smaller scale relative to larger competitors that may have greater financial and other resources than U.S. Cellular could cause U.S. Cellular to be unable to compete successfully, which could adversely affect its business, financial condition or results of operations. |
▪ | Changes in various business factors, including changes in demand, consumer preferences and perceptions, price competition, churn from customer switching activity and other factors, could have an adverse effect on U.S. Cellular’s business, financial condition or results of operations. |
▪ | Advances or changes in technology could render certain technologies used by U.S. Cellular obsolete, could put U.S. Cellular at a competitive disadvantage, could reduce U.S. Cellular’s revenues or could increase its costs of doing business. |
▪ | Complexities associated with deploying new technologies present substantial risk and U.S. Cellular investments in unproven technologies may not produce the benefits that U.S. Cellular expects. |
▪ | U.S. Cellular receives regulatory support and is subject to numerous surcharges and fees from federal, state and local governments, and the applicability and the amount of the support and fees are subject to great uncertainty, which could have an adverse effect on U.S. Cellular’s business, financial condition or results of operations. |
▪ | Changes in U.S. Cellular’s enterprise value, changes in the market supply or demand for wireless spectrum licenses, adverse developments in the business or the industry in which U.S. Cellular is involved and/or other factors could require U.S. Cellular to recognize impairments in the carrying value of its wireless spectrum licenses and/or physical assets. |
▪ | Costs, integration problems or other factors associated with acquisitions, divestitures or exchanges of properties or wireless spectrum licenses and/or expansion of U.S. Cellular’s business could have an adverse effect on U.S. Cellular’s business, financial condition or results of operations. |
▪ | A failure by U.S. Cellular to complete significant network construction and systems implementation activities as part of its plans to improve the quality, coverage, capabilities and capacity of its network, support and other systems and infrastructure could have an adverse effect on its operations. |
▪ | Difficulties involving third parties with which U.S. Cellular does business, including changes in U.S. Cellular's relationships with or financial or operational difficulties of key suppliers or independent agents and third party national retailers who market U.S. Cellular’s services, could adversely affect U.S. Cellular’s business, financial condition or results of operations. |
▪ | U.S. Cellular has significant investments in entities that it does not control. Losses in the value of such investments could have an adverse effect on U.S. Cellular’s financial condition or results of operations. |
▪ | A failure by U.S. Cellular to maintain flexible and capable telecommunication networks or information technology, or a material disruption thereof, could have an adverse effect on U.S. Cellular’s business, financial condition or results of operations. |
▪ | U.S. Cellular has experienced, and in the future expects to experience, cyber-attacks or other breaches of network or information technology security of varying degrees on a regular basis, which could have an adverse effect on U.S. Cellular's business, financial condition or results of operations. |
▪ | Changes in facts or circumstances, including new or additional information, could require U.S. Cellular to record adjustments to amounts reflected in the financial statements, which could have an adverse effect on U.S. Cellular’s business, financial condition or results of operations. |
▪ | Disruption in credit or other financial markets, a deterioration of U.S. or global economic conditions or other events could, among other things, impede U.S. Cellular’s access to or increase the cost of financing its operating and investment activities and/or result in reduced revenues and lower operating income and cash flows, which would have an adverse effect on U.S. Cellular’s business, financial condition or results of operations. |
▪ | Settlements, judgments, restraints on its current or future manner of doing business and/or legal costs resulting from pending and future litigation could have an adverse effect on U.S. Cellular’s business, financial condition or results of operations. |
▪ | The possible development of adverse precedent in litigation or conclusions in professional studies to the effect that radio frequency emissions from wireless devices and/or cell sites cause harmful health consequences, including cancer or tumors, or may interfere with various electronic medical devices such as pacemakers, could have an adverse effect on U.S. Cellular’s business, financial condition or results of operations. |
▪ | Claims of infringement of intellectual property and proprietary rights of others, primarily involving patent infringement claims, could prevent U.S. Cellular from using necessary technology to provide products or services or subject U.S. Cellular to expensive intellectual property litigation or monetary penalties, which could have an adverse effect on U.S. Cellular’s business, financial condition or results of operations. |
▪ | There are potential conflicts of interests between TDS and U.S. Cellular. |
▪ | Certain matters, such as control by TDS and provisions in the U.S. Cellular Restated Certificate of Incorporation, may serve to discourage or make more difficult a change in control of U.S. Cellular or have other consequences. |
▪ | The market price of U.S. Cellular’s Common Shares is subject to fluctuations due to a variety of factors. |
▪ | Any of the foregoing events or other events could cause revenues, earnings, capital expenditures and/or any other financial or statistical information to vary from U.S. Cellular’s forward-looking estimates by a material amount. |