An Ohio | I.R.S. Employer |
Corporation | No. 31-1598292 |
Title of each class | Name of each exchange on which registered | |
Common Shares (no par value) | New York Stock Exchange |
Page | ||
(1) | Consolidated Financial Statements: | |
Reports of Independent Registered Public Accounting Firm | 47 | |
Consolidated Statements of Operations and Comprehensive Income (Loss) | 48 | |
Consolidated Balance Sheets | 49 | |
Consolidated Statements of Cash Flows | 50 | |
Consolidated Statements of Shareholders’ Equity | 51 | |
Notes to Consolidated Financial Statements | 52 | |
(2) | Financial Statement Schedule: | |
II - Valuation and Qualifying Accounts | 91 | |
Unaudited Financial Statements for Cincinnati SMSA Limited Partnership are filed herewith as Exhibit 99, which is incorporated herein by reference. | ||
(3) | Exhibits: | |
Exhibits identified in parenthesis below, on file with the Securities and Exchange Commission (SEC), are incorporated herein by reference as exhibits hereto. | ||
Exhibit Number | ||
3.1 | Amended Articles of Incorporation of the Company. (Incorporated by reference from Exhibit 3.1 to Form 10-Q filed on May 5, 2009.) | |
3.2 | Amended and Restated Code of Regulations of Convergys Corporation. (Incorporated by reference from Exhibit 3.1 to Form 8-K filed on May 2, 2011.) | |
4.1 | Indenture, dated October 13, 2009, by and between Convergys Corporation and U.S. Bank National Association, as trustee, relating to Convergys Corporation’s 5.75% Junior Subordinated Convertible Debentures due 2029. (Incorporated by reference from Exhibit 4.1 to Form 8-K filed October 13, 2009.) | |
4.2 | Form of 5.75% Junior Subordinated Convertible Debenture due 2029. (Incorporated by reference from Exhibit 4.1 to Form 8-K filed October 13, 2009.) | |
10.1 | $300,000,000 Four-Year Competitive Advance and Revolving Credit Facility Agreement dated as of March 11, 2011 among Convergys Corporation, The Lenders Party Hereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Syndication Agent and BNP Paribas, The Bank of Nova Scotia, PNC Bank, National Association, and Wells Fargo Bank, N.A., as Co-Documentation Agents. (Incorporated by reference from Exhibit 10.1 to Form 8-K filed on March 16, 2011.) |
10.2 | Guarantee and Contribution Agreement dated as of March 11, 2011, among Convergys Corporation and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders party to the $300,000,000 Four-Year Competitive Advance and Revolving Credit Facility Agreement dated as of March 11, 2011. (Incorporated by reference from Exhibit 10.2 to Form 8-K filed on March 16, 2011.) | |
10.3 | Amendment No. 1 to Certain Operative Agreements, dated as of April 21, 2011, by and among Convergys Corporation, the Guarantors, Wachovia Development Corporation, the various banks and other lending institutions party thereto as lenders, and Wells Fargo Bank, National Association. (Incorporated by reference from exhibit 10.1 to Form 8-K filed on April 27, 2011.) | |
10.4 | Form of Joinder Agreement, dated as of April 21, 2011, by and among Asset Ohio Fourth Street LLC, Brite Voice Systems, Inc., Convergys Cellular Systems Company, Convergys Customer Management Group Canada Holding Inc., Convergys Customer Management International Inc., and Convergys Finance Corp. as Subsidiary Guarantors, Convergys Corporation as Lessee, and Wells Fargo Bank, National Association, as Agent. Each of the Subsidiary Guarantors executed a Joinder Agreement identical in all material respects to the copy filed herewith except as to the Subsidiary Guarantor party thereto. (Incorporated by reference from exhibit 10.2 to Form 8-K filed on April 27, 2011.) | |
10.5 | Purchase Agreement, dated June 2, 2011, among Convergys Cellular Systems Company, New Cingular Wireless PCS, LLC and SBC Tower Holdings LLC. (Incorporated by reference from Exhibit 2.1 to Form 8-K filed on June 3, 2011.) | |
10.6 | Amendment No. 3 to Receivables Purchase Agreement, dated as of June 24, 2011, among Convergys Corporation, as initial Servicer and Performance Guarantor, Convergys Funding Inc., as Seller, Liberty Street Funding LLC, The Bank of Nova Scotia, as Purchaser and Scotiabank Group Agent, and Wells Fargo Bank, N.A., successor by merger to Wachovia Bank, National Association, as Purchaser and Administrative Agent. (Incorporated by reference from Exhibit 10.1 to Form 8-K filed on June 29, 2011.) | |
10.7 | Convergys Corporation Deferred Compensation and Long-Term Incentive Plan Award Deferral Plan for Non-Employee Directors as amended and restated effective February 24, 2004. (Incorporated by reference from Exhibit 10.24 to Form 10-Q filed on August 9, 2004.) * | |
10.8 | Convergys Corporation Deferred Compensation Plan for Non-Employee Directors dated August 26, 2008. (Incorporated by reference from Exhibit 10.2 to Form 10-Q filed on November 5, 2008.) * | |
10.9 | Convergys Corporation Long-Term Incentive Plan as amended and restated effective as of April 22, 2008. (Incorporated by reference from Exhibit 10.4 to Form 10-Q filed on May 7, 2008.) * | |
10.10 | Convergys Corporation Supplemental Executive Retirement Plan amended effective February 20, 2007. (Incorporated by reference from Exhibit 10.1 to Form 10-Q filed on August 7, 2007.) * | |
10.11 | Convergys Corporation Supplemental Executive Retirement Plan as amended dated August 26, 2008. (Incorporated by reference from Exhibit 10.3 to Form 10-Q filed on November 5, 2008.) * | |
10.12 | Amendment to Convergys Corporation Supplemental Executive Retirement Plan dated December 22, 2011.* | |
10.13 | Convergys Corporation Executive Deferred Compensation Plan as amended October 29, 2001. (Incorporated by reference from Exhibit 10.9 to Form 10-K filed on February 28, 2008.) * | |
10.14 | Convergys Corporation Executive Deferred Compensation Plan as amended effective February 24, 2004. (Incorporated by reference from Exhibit 10.25 to Form 10-Q filed on August 9, 2004.) * | |
10.15 | Convergys Corporation Executive Deferred Compensation Plan as amended dated December 21, 2005. (Incorporated by reference from Exhibit 10.14 to Form 10-K filed on February 27, 2009.) * | |
10.16 | Convergys Corporation Executive Deferred Compensation Plan as amended dated October 21, 2008. (Incorporated by reference from Exhibit 10.15 to Form 10-K filed on February 27, 2009.) * | |
10.17 | Amendment to Convergys Corporation Executive Deferred Compensation Plan dated December 22, 2011.* | |
10.18 | Convergys Corporation Employee Stock Purchase Plan. (Incorporated by reference from Appendix IV of Convergys Corporation’s Definitive Schedule 14A filed on March 12, 2004.) * | |
10.19 | Convergys Corporation Retirement and Savings Plan as amended and restated dated January 28, 2008. (Incorporated by reference from Exhibit 10.17 to Form 10-K filed on February 27, 2009.) * | |
10.20 | Amendment to Convergys Corporation Retirement and Savings Plan dated March 31, 2008. (Incorporated by reference from Exhibit 10.18 to Form 10-K filed on February 27, 2009.) * | |
10.21 | Amendment to Convergys Corporation Retirement and Savings Plan dated December 23, 2008. (Incorporated by reference from Exhibit 10.19 to Form 10-K filed on February 27, 2009.) * | |
10.22 | Convergys Corporation Canadian Employee Share Plan. (Incorporated by reference from Exhibit 4.2.1 to Form S-8 Registration Statement (File No. 333-86137) filed on December 29, 1999.) * | |
10.23 | Annual Executive Incentive Plan dated February 20, 2007. (Incorporated by reference from Appendix IV of the Convergys Corporation’s Definitive Schedule 14A filed on March 13, 2007.) * | |
10.24 | Convergys Corporation Qualified and Non-Qualified Pension Plan as amended and restated dated January 28, 2008. (Incorporated by reference from Exhibit 10.22 to Form 10-K filed on February 27, 2009.) * | |
10.25 | Amended Convergys Corporation Qualified and Non-Qualified Pension Plan dated March 31, 2008. (Incorporated by reference from Exhibit 10.23 to Form 10-K filed on February 27, 2009.)* | |
10.26 | Amended Convergys Corporation Qualified and Non-Qualified Pension Plan dated December 17, 2008. (Incorporated by reference from Exhibit 10.24 to Form 10-K filed on February 27, 2009.)* | |
10.27 | Convergys Corporation Severance Pay Plan dated December 9, 2008. (Incorporated by reference from Exhibit 10.25 to Form 10-K filed on February 27, 2009.)* | |
10.28 | Convergys Corporation Severance Pay Plan dated January 1, 2011. (Incorporate by reference from Exhibit 10.23 to Form 10-K filed on February 25, 2011.)* |
10.29 | 2008 Form of Time-Based Restricted Stock Unit Award for Directors. (Incorporated by reference from Exhibit 10.1 to Form 10-Q filed on May 7, 2008.) * | |
10.30 | 2008 Form of Performance-Based Restricted Stock Unit Award. (Incorporated by reference from Exhibit 10.2 to Form 10-Q filed on May 7 2008.) * | |
10.31 | 2008 Form of Performance Unit Award. (Incorporated by reference from Exhibit 10.3 to Form 10-Q filed on May 7, 2008.) * | |
10.32 | 2009 Form of Time-Based Restricted Stock Unit Award Agreement for Employees. (Incorporated by reference from exhibit (10.45) to Form 10-K filed on February 26, 2010.)* | |
10.33 | 2009 Form of Performance-Based Stock Unit Award Agreement. (Incorporated by reference from exhibit (10.46) to Form 10-K filed on February 26, 2010.)* | |
10.34 | 2009 Form of Performance-Based Restricted Stock Unit Award Agreement. (Incorporated by reference from exhibit (10.47) to Form 10-K filed on February 26, 2010.)* | |
10.35 | 2011 Form of Time-Based Restricted Stock Unit Award Agreement for Employees (Incorporated by reference from Exhibit 10.41 to Form 10-K filed on February 25, 2011).* | |
10.36 | 2011 Form of Performance-Based Restricted Stock Unit Award Agreement for Employees (Incorporated by reference from Exhibit 10.42 to Form 10-K filed on February 25, 2011).* | |
10.37 | 2011 Form of Stock Option Award Agreement for Employees (Incorporated by reference from Exhibit 10.43 to Form 10-K filed on February 25, 2011).* | |
10.38 | Employment letter between Convergys Corporation and Andrea J. Ayers dated June 4, 1994 (Incorporated by reference from Exhibit 10.1 to Form 10-K filed on February 26, 2010).* | |
10.39 | Change-in-control Agreement between Convergys Corporation and Andrea J. Ayers dated June 8, 2008 (Incorporated by reference from Exhibit 10.2 to Form 10-K filed on February 26, 2010).* | |
10.40 | Employment Agreement between Convergys Corporation and Robert A. Lento dated September 1, 2002 (Incorporated by reference from Exhibit 10.5 to Form 10-K filed on February 26, 2010).* | |
10.41 | Amendment to Employment Agreement dated September 1, 2002 between Convergys Corporation and Robert A. Lento dated December 29, 2008 (Incorporated by reference from Exhibit 10.6 to Form 10-K filed on February 26, 2010).* | |
10.42 | Trust Agreement, dated as of December 23, 2011, between Convergys Corporate and Fidelity Management Trust Company for the Convergys Corporation Executive Deferred Compensation Plan and Convergys Corporate Deferred Compensation Plan for Non-Employee Directors Trust.* | |
10.43 | Amended and Restated Participation Agreement, dated as of June 30, 2010, between Convergys Corporation, Various Guarantors, Wachovia Development Corporation, as the Borrower and Lessor, Various Credit Lenders, Various Mortgage Lenders and Wells Fargo Bank, National Association, as Agent. (Incorporated by reference from Exhibit 10.2 to Form 10-Q filed on August 9, 2010.) | |
10.44 | Second Amended and Restated Lease Agreement, dated as of June 30, 2010, between Wachovia Development Corporation and Convergys Corporation. (Incorporated by reference from Exhibit 10.3 to Form 10-Q filed on August 9, 2010.) | |
10.45 | Amended and Restated Security Agreement, dated as of June 30, 2010, between Wachovia Development Corporation and Wells Fargo Bank, National Association and accepted and agreed to by Convergys Corporation. (Incorporated by reference from Exhibit 10.4 to Form 10-Q filed on August 9, 2010.) | |
10.46 | Assignment and Recharacterization Agreement, dated as of June 30, 2010, between Convergys Corporation, Existing Guarantors, Wachovia Development Corporation, Existing Credit Note Purchasers, Existing Debt Providers, Wells Fargo Bank, National Association, Wachovia Development Corporation and the Lenders. (Incorporated by reference from Exhibit 10.5 to Form 10-Q filed on August 9, 2010.) | |
10.47 | Letter Agreement, dated November 8, 2010, between the Company and Jeffrey H. Fox (Incorporated by reference from Exhibit 99.1 to Form 8-K filed on November 8, 2010). | |
10.48 | Receivables Sales Agreement, dated as of June 30, 2009, between Convergys Corporation, as Originator, and Convergys Funding Inc., as Buyer. (Incorporated by reference from Exhibit 10.1 to Form 10-Q filed on August 4, 2009.) | |
10.49 | Receivables Purchase Agreement, dated as of June 30, 2009, among Convergys Funding Inc. as Seller, Convergys Corporation as Services, Wachovia Bank, National Association, Liberty Street Funding LLC, the Bank of Nova Scotia, The Bank of Nova Scotia as Scotiabank Group Agent, and Wachovia Bank, National Assocation as Administrative Agent. (Incorporated by reference from Exhibit 10.2 to Form 10-Q files on August 4, 2009.) | |
10.50 | Amendment to Convergys Corporation Executive Deferred Compensation Plan dated April 13, 2011.* | |
10.51 | Amendment to Convergys Corporation Qualified and Non-Qualified Pension Plan dated June 29, 2011.* | |
10.52 | Amendment to Convergys Corporation Long-Term Incentive Plan dated as of January 28, 2011.* | |
12 | Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividends. | |
21 | Subsidiaries of Convergys Corporation. | |
23.1 | Consent of Ernst & Young LLP, Independent Auditors for Cincinnati SMSA Limited Partnership. | |
24 | Powers of Attorney. | |
31.1 | Rule 13(a) - 14(a) Certification by Chief Executive Officer. | |
31.2 | Rule 13(a) - 14(a) Certification by Chief Financial Officer. | |
32 | Section 1350 Certifications. |
99 | Unaudited Financial Statements for Cincinnati SMSA Limited Partnership. | |
* | Management contract or compensatory plan or arrangement. |
CONVERGYS CORPORATION | |||
October 3, 2012 | By | /s/ Andre S. Valentine | |
Andre S. Valentine Chief Financial Officer |
1) | Registration Statement (Form S-4 No. 333-161586) of Convergys Corporation, |
2) | Registration Statement (Form S-3 No. 333-150856) of Convergys Corporation, |
3) | Registration Statement (Form S-8 No. 333-165385) pertaining to Convergys Corporation Salary Stock Unit Award Agreement with an Employee, Restricted Stock Unit Award Agreement with an Employee, and Stand Alone Stock Option Award, |
4) | Registration Statement (Form S-8 No. 333-96735) pertaining to Convergys Corporation Executive Deferred Compensation Plan, |
5) | Registration Statement (Form S-8 No. 333-111209) pertaining to Convergys Corporation Employee Stock Purchase Plan, |
6) | Registration Statement (Form S-8 No. 333-96733) pertaining to Convergys Corporation Retirement and Savings Plan, |
7) | Registration Statement (Form S-8 No. 333-96729) pertaining to Convergys Corporation Deferred Compensation and Option Gain Deferral Plan for Non-Employee Directors, |
8) | Registration Statement (Form S-8 No. 333-96727) pertaining to Convergys Corporation 1998 Long Term Incentive Plan, |
9) | Registration Statement (Form S-8 No. 333-86137) pertaining to Convergys Corporation Canadian Employee Share Purchase Plan, and |
10) | Registration Statement (Form S-8 No. 333-66992) pertaining to Geneva Technology Limited Unapproved Share Option Scheme 1998 of Convergys Corporation; |
1. | I have reviewed this annual report on Form 10-K/A (Amendment No. 1) of Convergys Corporation; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
1. | I have reviewed this annual report on Form 10-K/A (Amendment No. 1) of Convergys Corporation; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
/s/ Jeffrey H. Fox |
Jeffrey H. Fox Chief Executive Officer |
/s/ Andre S. Valentine |
Andre S. Valentine Chief Financial Officer |
FINANCIAL STATEMENTS Cincinnati SMSA Limited Partnership Six Months Ended June 30, 2011 (Unaudited), and Years Ended December 31, 2010 and 2009 With Report of Independent Registered Public Accounting Firm |
Report of Independent Registered Public Accounting Firm | 1 | ||||
Financial Statements | |||||
Balance Sheets | 2 | ||||
Statements of Operations | 3 | ||||
Statements of Changes in Partners' Capital | 4 | ||||
Statements of Cash Flows | 5 | ||||
Notes to Financial Statements | 6 |
Cincinnati SMSA Limited Partnership | |||||||||
Balance Sheets | |||||||||
(In Thousands) | |||||||||
June 30 | December 31 | ||||||||
2011 | 2010 | 2009 | |||||||
(Unaudited) | |||||||||
Assets | |||||||||
Current assets: | |||||||||
Due from AT&T Mobility | $ | 35,915 | $ | 24,978 | $ | 29,573 | |||
Accounts receivable, net of allowance for | |||||||||
doubtful accounts of $1,694, $1,688 and $2,146 | 35,727 | 33,888 | 30,734 | ||||||
Inventories | 3,089 | 3,312 | 3,414 | ||||||
Prepaid expenses and other current assets | 2,387 | 4,751 | 3,027 | ||||||
Total current assets | 77,118 | 66,929 | 66,748 | ||||||
Property, plant and equipment, net | 198,251 | 200,763 | 210,027 | ||||||
Intangible assets, net | 42,319 | 42,402 | 546 | ||||||
Other assets, net | 5,370 | 3,317 | 2,744 | ||||||
Total assets | $ | 323,058 | $ | 313,411 | $ | 280,065 | |||
Liabilities and partners’ capital | |||||||||
Current liabilities: | |||||||||
Accounts payable | $ | 1,080 | $ | 1,654 | $ | 1,861 | |||
Accrued liabilities | 1,076 | 667 | 1,313 | ||||||
Advanced billing and customer deposits | 17,137 | 20,395 | 19,179 | ||||||
Current portion of capital lease obligations | – | – | 875 | ||||||
Total current liabilities | 19,293 | 22,716 | 23,228 | ||||||
Long-term capital lease obligations | – | – | 45,330 | ||||||
Other long-term liabilities | 24,495 | 23,177 | 3,589 | ||||||
Noncurrent deferred rent | 9,570 | 6,918 | 5,009 | ||||||
Partners’ capital: | |||||||||
New Cingular Wireless PCS, LLC | 186,989 | 180,972 | 171,483 | ||||||
Contribution receivable from New Cingular Wireless | |||||||||
PCS, LLC | – | – | (42,903 | ) | |||||
Convergys Information Management Group, Inc. | 82,711 | 79,628 | 74,329 | ||||||
Total partners’ capital | 269,700 | 260,600 | 202,909 | ||||||
Total liabilities and partners’ capital | $ | 323,058 | $ | 313,411 | $ | 280,065 | |||
See accompanying notes. |
Cincinnati SMSA Limited Partnership | |||||||||
Statements of Operations | |||||||||
(In Thousands) | |||||||||
Six Months | |||||||||
Ended | |||||||||
June 30 | Year Ended December 31 | ||||||||
2011 | 2010 | 2009 | |||||||
(Unaudited) | |||||||||
Operating revenues: | |||||||||
Service revenues (Note 6) | $ | 327,668 | $ | 607,122 | $ | 544,773 | |||
Equipment sales | 27,130 | 46,356 | 47,251 | ||||||
Total operating revenues | 354,798 | 653,478 | 592,024 | ||||||
Operating expenses: (Note 6) | |||||||||
Cost of services (excluding depreciation of | 109,299 | 201,412 | 160,349 | ||||||
$19,375, $37,762 and $35,200, which is | |||||||||
included below) | |||||||||
Cost of equipment sales | 64,274 | 110,324 | 99,793 | ||||||
Selling, general and administrative | 94,427 | 179,645 | 167,168 | ||||||
Depreciation and amortization | 19,458 | 37,961 | 35,767 | ||||||
Total operating expenses | 287,458 | 529,342 | 463,077 | ||||||
Operating income | 67,340 | 124,136 | 128,947 | ||||||
Other, net | (352 | ) | (3,204 | ) | (2,435 | ) | |||
Net income | $ | 66,988 | $ | 120,932 | $ | 126,512 | |||
See accompanying notes. |
Cincinnati SMSA Limited Partnership | |||||||||
Statements of Changes in Partners’ Capital | |||||||||
(In Thousands) | |||||||||
New | Convergys | ||||||||
Cingular | Information | ||||||||
Wireless | Management | ||||||||
PCS, LLC | Group, Inc. | Total | |||||||
Balance at December 31, 2008 | $ | 123,592 | $ | 71,444 | $ | 195,036 | |||
Capital distributions | (79,859 | ) | (40,929 | ) | (120,788 | ) | |||
Capital contributions | 1,204 | 945 | 2,149 | ||||||
Net income | 83,643 | 42,869 | 126,512 | ||||||
Balance at December 31, 2009 | 128,580 | 74,329 | 202,909 | ||||||
Capital distributions | (69,617 | ) | (35,679 | ) | (105,296 | ) | |||
Transfer of FCC licenses | 42,055 | – | 42,055 | ||||||
Net income | 79,954 | 40,978 | 120,932 | ||||||
Balance at December 31, 2010 | 180,972 | 79,628 | 260,600 | ||||||
Capital distributions | (38,272 | ) | (19,616 | ) | (57,888 | ) | |||
Net income | 44,289 | 22,699 | 66,988 | ||||||
Balance at June 30, 2011 (Unaudited) | $ | 186,989 | $ | 82,711 | $ | 269,700 | |||
See accompanying notes. |
Cincinnati SMSA Limited Partnership | |||||||||
Statements of Cash Flows | |||||||||
(In Thousands) | |||||||||
Six Months | |||||||||
Ended | |||||||||
June 30 | Year Ended December 31 | ||||||||
2011 | 2010 | 2009 | |||||||
(Unaudited) | |||||||||
Operating activities | |||||||||
Net income | $ | 66,988 | $ | 120,932 | $ | 126,512 | |||
Adjustments to reconcile net income to net cash | |||||||||
provided by operating activities: | |||||||||
Depreciation and amortization | 19,458 | 37,961 | 35,767 | ||||||
Provision for doubtful accounts | 2,789 | 5,382 | 7,433 | ||||||
Loss (gain) on disposal of property, plant | |||||||||
and equipment | 19 | 102 | (475 | ) | |||||
Changes in operating assets and liabilities: | |||||||||
Accounts receivable | (4,628 | ) | (8,536 | ) | (8,055 | ) | |||
Inventories | 223 | 102 | (978 | ) | |||||
Prepaid expenses and other current assets | 2,364 | (1,724 | ) | (84 | ) | ||||
Other assets | (2,053 | ) | (573 | ) | (335 | ) | |||
Accounts payable | (574 | ) | (207 | ) | (433 | ) | |||
Other current liabilities | (2,849 | ) | 570 | (3,610 | ) | ||||
Accrued interest on capital leases | — | 275 | 37 | ||||||
Non current deferred rent | 2,652 | 1,909 | 790 | ||||||
Other long-term liabilities | 1,318 | (367 | ) | 622 | |||||
Net cash provided by operating activities | 85,707 | 155,826 | 157,191 | ||||||
Investing activities | |||||||||
Construction and capital expenditures | (16,882 | ) | (53,573 | ) | (38,785 | ) | |||
Proceeds from sale of fixed assets | — | — | 513 | ||||||
Net cash used in investing activities | (16,882 | ) | (53,573 | ) | (38,272 | ) | |||
Financing activities | |||||||||
Partners’ capital distributions | (57,888 | ) | (105,296 | ) | (120,788 | ) | |||
Partners’ capital contributions | — | — | 945 | ||||||
Payments on capital lease obligations | — | (1,552 | ) | (1,247 | ) | ||||
Net cash used in financing activities | (57,888 | ) | (106,848 | ) | (121,090 | ) | |||
Net change in due from AT&T Mobility | 10,937 | (4,595 | ) | (2,171 | ) | ||||
Due from AT&T Mobility at beginning of year | 24,978 | 29,573 | 31,744 | ||||||
Due from AT&T Mobility at end of year | $ | 35,915 | $ | 24,978 | $ | 29,573 | |||
Supplemental disclosure of cash flow information | |||||||||
Interest paid | $ | 5 | $ | 2,403 | $ | 3,532 | |||
See accompanying notes. |
Amortization Expense | |||
2012 | $ | 111 | |
2013 | 62 | ||
2014 | 19 | ||
Total amortization expense | $ | 192 |
Estimated | ||||||||||
Useful Life | June 30 | December 31 | ||||||||
in Years | 2011 | 2010 | 2009 | |||||||
(Unaudited) | ||||||||||
Land, buildings and building improvements | 10-25 | $ | 117,864 | $ | 109,614 | $ | 141,477 | |||
Operating and other equipment | 3-10 | 274,686 | 262,217 | 257,833 | ||||||
Furniture and fixtures | 10 | 4,464 | 4,434 | 4,391 | ||||||
Construction-in-progress | – | 12,353 | 19,132 | 6,788 | ||||||
409,367 | 395,397 | 410,489 | ||||||||
Less accumulated depreciation | 211,116 | 194,634 | 200,462 | |||||||
Property, plant and equipment, net | $ | 198,251 | $ | 200,763 | $ | 210,027 |
June 30 | December 31 | ||||||||
2011 | 2010 | 2009 | |||||||
(Unaudited) | |||||||||
Taxes, other than income | $ | 713 | $ | 577 | $ | 382 | |||
Accrued fixed asset purchases | – | – | 510 | ||||||
Other | 363 | 90 | 421 | ||||||
Total accrued liabilities | $ | 1,076 | $ | 667 | $ | 1,313 |
Operating Leases | |||
2011 | $ | 21,868 | |
2012 | 22,607 | ||
2013 | 23,316 | ||
2014 | 23,780 | ||
2015 | 24,122 | ||
Thereafter | 220,325 | ||
Total minimum payments | $ | 336,018 |