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 27, 2012
Lumos Networks Corp.
(Exact Name of Registrant as Specified in Charter)
Delaware | 001-35180 | 80-0697274 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
One Lumos Plaza, P.O. Box 1068, Waynesboro, Virginia 22980
(Address of Principal Executive Offices) (Zip Code)
(540) 946-3500
(Registrants telephone number, including area code)
N/A
(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 (see General Instruction A.2. below):
¨ | 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)) |
Item 2.02 | Results of Operations and Financial Condition. |
On February 27, 2012, Lumos Networks Corp. (the Company) issued a press release announcing financial results for 2011 and financial guidance for 2012. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02 in this Current Report on Form 8-K, including Exhibit 99.1, 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 liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 2.06 | Material Impairments. |
In connection with the preparation of its financial statements for the year ended December 31, 2011, the Company performed its impairment testing related to its Rural Local Exchange Carrier (RLEC) and Competitive business segments indefinite lived intangible assets, goodwill and long-lived assets, including these segments amortizable intangible assets. On October 27, 2011, the FCC adopted, but did not release, an Order comprehensively reforming its Universal Service Fund and intercarrier compensation systems. On November 18, 2011, the FCC released the order. In the order, the FCC determined that interstate and intrastate access charges, as well as local reciprocal compensation, be eliminated entirely over time. This order, along with carrier network grooming that occurred in the fourth quarter and is continuing, resulted in the Company updating its future revenue and cash flow projections.
Based on its testing, the Company determined that both the goodwill on the RLEC segment and the RLEC franchise rights intangible asset were fully impaired. Accordingly, the Company recorded a $65.4 million asset impairment charge ($52.9 million after tax).
In connection with the preparation of its December 31, 2011 financial statements, the Company also performed recovery testing of its long-lived tangible and finite-lived intangible assets as a result of the Companys separation from NTELOS Holdings Corp. The fair value of the RLEC segment assets was determined to be lower than the carrying value by $21.1 million ($12.8 million net of tax) and an impairment charge will be recorded accordingly.
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Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits |
Exhibit |
Description | |
99.1 | Press release dated February 27, 2012 announcing financial results for 2011 and financial guidance for 2012 |
3
SIGNATURE
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.
Date: February 27, 2012
LUMOS NETWORKS CORP. | ||
By: | /s/ Harold L. Covert | |
Harold L. Covert | ||
Executive Vice President, Chief Financial Officer and Treasurer |
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EXHIBIT INDEX
Exhibit |
Description | |
99.1 | Press release dated February 27, 2012 announcing financial results for 2011 and financial guidance for 2012 |
5
Exhibit 99.1
Contact: |
Wesley B. Wampler | |
Director, Investor Relations | ||
Phone: 540-949-3447 | ||
Email: wamplerwes@lumosnet.com |
Lumos Networks Corp. Reports Operating Results for the Fourth Quarter and Year 2011
Company Completes Separation from NTELOS Holdings Corp.
Fourth Quarter 2011 Competitive Data Revenues Up 17% over Fourth Quarter 2010
Cash Dividend of $0.14 per Share Declared
WAYNESBORO, VA February 27, 2012 Lumos Networks Corp. (Lumos Networks or the Company) (Nasdaq: LMOS), a fiber-based service provider of voice, data and IP-based telecommunication services in the Mid-Atlantic region, today announced operating results for its fourth quarter and year 2011. Lumos Networks was separated from NTELOS Holdings Corp. through a spin-off effective after the close of business on October 31, 2011.
Total revenue for the fourth quarter 2011 was $51.1 million, compared to $41.0 million for fourth quarter 2010. For the year 2011, total revenue was $207.4 million, compared to $146.0 for 2010. Total adjusted EBITDA was $23.0 million for the fourth quarter 2011, compared to $21.1 million in fourth quarter 2010, and $96.9 million for the year 2011 compared to $77.1 million for 2010. These reported results reflect the operations of FiberNet, which was acquired December 1, 2010. Proforma revenue for the year 2010 was $213.1 million.
The year 2011 marked several milestones for Lumos Networks, said Michael B. Moneymaker, president. We completed the separation from NTELOS and the integration of the FiberNet and Alleghany fiber acquisitions. During the year, we enabled Metro Ethernet or IP voice services in 30 new markets. We are positioned to increase data sales in 2012 as we now focus our resources on the data growth opportunities ahead of us.
Highlights
| In support of the companys strategy to expand Enterprise Data sales in existing and newly-enabled markets, on-net buildings reached 1,051 during fourth quarter, driving a 16% increase in this revenue over fourth quarter 2010 (pro forma) and a 4% increase sequentially over third quarter 2011. |
| Fiber connections to wireless cell sites were increased 12% in fourth quarter, as the company pursues new wholesale opportunities presented by growing data capacity demand of carriers. Fiber connections to cell sites totaled 148 at year-end, with an additional 150 sites now contracted to be built in 2012. Wholesale data revenue for the quarter was up 24% (pro forma) over fourth quarter 2010, and up 10% over the previous quarter. |
| A 30% year over year increase of account executives selling flagship data products to businesses and wireless carriers is planned for 2012 to support the projected Competitive data revenue growth in the expanded seven-state market area served by the Companys 5,800 route-mile fiber network. |
| The transition of revenue composition to data products continues. The Competitive segment, comprised of approximately two-thirds data revenue, accounted for 77% of consolidated revenue in fourth quarter 2011. |
| On February 23, 2012, the Board of Directors of Lumos Networks Corp. declared a quarterly cash dividend on its common stock in the amount of $0.14 per share to be paid on April 12, 2012 to stockholders of record on March 14, 2012. |
We continue to see strong growth in revenue from enterprise data and wholesale products, both year over year and sequentially, said Moneymaker. While we believe the timing has accelerated the majority of the impact into 2012, the level of decline of RLEC access revenue from carrier network grooming and access reform was expected over time and was anticipated by the capital structure we put in place upon the separation. He
continued, Our current and projected future growth in data revenues remains the catalyst for long-term revenue growth and it is expected this will drive annual year over year growth in total revenue in 2013.
Business Outlook
The Company expects 2012 total revenue to be between $200 million and $205 million. Total revenue for first quarter 2012 is expected to be between $50 million and $51 million.
Adjusted EBITDA is expected to be between $85 million and $90 million for the year 2012 and to be between $21 million and $22 million for first quarter 2012.
Capital expenditures are expected to be between $52 million and $60 million for the year 2012.
Please see the schedule accompanying this release for additional financial guidance, including projected 2012 cash flows and non-GAAP reconciliations.
Statements made are based on managements current expectations. These statements are forward-looking and actual results may differ materially. Please see Special Note from the Company Regarding Forward-Looking Statements.
RLEC Asset Impairment
A required asset impairment test measurement date of October 31, 2011 was triggered upon the separation of Lumos Networks from NTELOS Holdings Corp. The Company concluded that its Rural Local Exchange Carrier (RLEC) indefinite-lived intangible assets, including goodwill, were impaired and a decrease in the carrying value of other RLEC assets was required. As such, the Company recorded a pre-tax non-cash intangible asset impairment charge of $65.4 million and reduced the carrying value of other assets by $20.9 million, for a total charge of $86.3 million ($65.7 million, net of tax) in fourth quarter 2011. The primary factor contributing to the impairment charge is the expectation of lower revenue in the future from other telecommunication carriers for originating and terminating interstate and intrastate long distance calls due to the FCCs November 2011 Order comprehensively reforming its Universal Service Fund and intercarrier compensation systems, together with carrier network grooming efforts.
Conference Call
A conference call and simultaneous webcast, hosted by James A. Hyde, Lumos Networks CEO, Michael B. Moneymaker, president and Hal Covert, CFO, to review these financial and operational results and financial guidance will be held today at 10:00 A.M. (ET).
The webcast may be accessed via the Internet at http://ir.lumosnetworks.com/ and the live call (Lumos Networks Fourth Quarter 2011 Earnings Conference Call) may be accessed with the following numbers:
Domestic: 1-877-317-6789
International: 1-412-317-6789
Canada: 1-866-605-3852
The conference call will be archived and available for replay through March 13, 2012 and may be accessed with the following numbers:
Domestic: 1-877-344-7529
International: 1-412-317-0088
Replay pass codes: Conference ID: 10010603
The webcast will also be archived and the replay may be accessed at http://ir.lumosnetworks.com/.
About Lumos Networks
Lumos Networks is a fiber-based service provider in the Mid-Atlantic region serving carrier, business and residential customers over a dense fiber network offering data, voice and IP services. With headquarters in Waynesboro, VA, Lumos Networks serves Virginia, West Virginia and portions of Pennsylvania, Kentucky, Ohio, and Maryland over a 5,800 route-mile fiber network. Detailed information about Lumos Networks is available at www.lumosnetworks.com.
Non-GAAP Measures
Adjusted EBITDA is defined as net income attributable to Lumos Networks before interest, income taxes, depreciation and amortization, accretion of asset retirement obligations, net income attributable to noncontrolling
interests, other expenses/income, equity based compensation charges, acquisition related charges, and costs related to the separation of the company from NTELOS.
Adjusted EBITDA is a non-GAAP financial performance measure. It should not be considered in isolation or as an alternative to measures determined in accordance with GAAP. Please refer to the exhibits and materials posted on the Lumos Networks website for a reconciliation of these non-GAAP financial performance measures to the most comparable measures reported in accordance with GAAP and for a discussion of the presentation, comparability and use of such financial performance measures.
SPECIAL NOTE FROM THE COMPANY REGARDING FORWARD-LOOKING STATEMENTS
Any statements contained in this presentation that are not statements of historical fact, including statements about our beliefs and expectations, are forward-looking statements and should be evaluated as such. The words anticipates, believes, expects, intends, plans, estimates, targets, projects, should, may, will and similar words and expressions are intended to identify forward-looking statements. Such forward-looking statements reflect, among other things, our current expectations, plans and strategies, and anticipated financial results, all of which are subject to known and unknown risks, uncertainties and factors that may cause our actual results to differ materially from those expressed or implied by these forward-looking statements. Many of these risks are beyond our ability to control or predict. Because of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements. Furthermore, forward-looking statements speak only as of the date they are made. We do not undertake any obligation to update or review any forward-looking information, whether as a result of new information, future events or otherwise. Important factors with respect to any such forward-looking statements, including certain risks and uncertainties that could cause actual results to differ from those contained in the forward-looking statements, include, but are not limited to: rapid development and intense competition in the telecommunications industry; our ability to achieve benefits from our separation from NTELOS Holdings Corp; our ability to successfully increase revenues and manage churn in the recently acquired FiberNet business; our ability to offset expected revenue declines in our RLEC business related to the recent regulatory developments and carriers grooming their networks; adverse economic conditions; operating and financial restrictions imposed by our senior credit facility; our cash and capital requirements; declining prices for our services; the potential to experience a high rate of customer turnover; federal and state regulatory fees, requirements and developments; our reliance on certain suppliers and vendors; and other unforeseen difficulties that may occur. These risks and uncertainties are not intended to represent a complete list of all risks and uncertainties inherent in our business, and should be read in conjunction with the more detailed cautionary statements and risk factors included in our SEC filings, including our Annual Reports filed on Forms 10-K.
Exhibits:
| Condensed Consolidated Balance Sheets |
| Condensed Consolidated Statements of Operations |
| Summary of Operating Results |
| Reconciliation of Net Income (Loss) Attributable to Lumos Networks Corp. to Operating Income (Loss) |
| Reconciliation of Operating Income (Loss) to Adjusted EBITDA |
| Customers and Network Statistics |
Lumos Networks Corp.
Condensed Consolidated Balance Sheets
December 31, 2011 |
December 31, 2010 |
|||||||
(in thousands) | ||||||||
ASSETS |
||||||||
Current Assets |
||||||||
Cash |
$ | 10,547 | $ | 489 | ||||
Restricted cash1 |
7,554 | 8,062 | ||||||
Accounts receivable, net |
23,555 | 20,785 | ||||||
Other receivables |
2,390 | 1,238 | ||||||
Prepaid expenses and other |
2,278 | 2,020 | ||||||
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46,324 | 32,594 | |||||||
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Securities and investments |
128 | 71 | ||||||
Property, plant and equipment, net |
299,958 | 273,856 | ||||||
Other Assets |
||||||||
Goodwill |
100,297 | 134,579 | ||||||
Franchise rights |
| 32,000 | ||||||
Other intangibles, net |
45,696 | 65,904 | ||||||
Deferred charges and other assets |
6,197 | 2,196 | ||||||
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152,190 | 234,679 | |||||||
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Total Assets |
$ | 498,600 | $ | 541,200 | ||||
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LIABILITIES AND EQUITY |
||||||||
Current Liabilities |
||||||||
Current portion of long-term debt |
$ | 2,679 | $ | 688 | ||||
Accounts payable |
12,432 | 12,599 | ||||||
Dividends payable |
2,980 | | ||||||
Advance billings and customer deposits |
12,623 | 11,653 | ||||||
Accrued compensation |
2,832 | 930 | ||||||
Accrued operating taxes |
2,624 | 844 | ||||||
Other accrued liabilities |
3,243 | 1,428 | ||||||
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39,413 | 28,142 | |||||||
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Long-Term Liabilities |
||||||||
Long-term debt |
323,897 | 1,417 | ||||||
Obligation to NTELOS Inc. |
| 178,616 | ||||||
Retirement benefits |
35,655 | | ||||||
Deferred Income taxes |
41,296 | 61,217 | ||||||
Other long-term liabilities |
5,028 | 5,122 | ||||||
Income tax payable |
484 | 500 | ||||||
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406,360 | 246,872 | |||||||
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Stockholders Equity |
52,827 | 266,186 | ||||||
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Total Liabilities and Equity |
$ | 498,600 | $ | 541,200 | ||||
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1 | During 2010, the Company received a Federal stimulus award providing 50% funding to bring broadband services and infrastructure to Alleghany County, Virginia. The Company was required to deposit 100% of its grant ($8.1 million) into pledged accounts in advance of any reimbursements, to be drawn down ratably following reimbursement approvals. |
Lumos Networks Corp.
Condensed Consolidated Statements of Operations
Three months ended: | Year ended: | |||||||||||||||
(in thousands, except per share amounts) |
December 31, 2011 |
December 31, 2010 |
December 31, 2011 |
December 31, 2010 |
||||||||||||
Operating Revenues |
$ | 51,107 | $ | 41,013 | $ | 207,414 | $ | 145,964 | ||||||||
Operating Expenses1 |
||||||||||||||||
Cost of sales and services (exclusive of items shown separately below) |
19,583 | 13,967 | 78,484 | 46,407 | ||||||||||||
Customer operations |
4,773 | 3,652 | 19,551 | 13,243 | ||||||||||||
Corporate operations2 |
5,343 | 4,909 | 16,251 | 13,809 | ||||||||||||
Depreciation and amortization |
10,186 | 9,037 | 43,090 | 31,365 | ||||||||||||
Asset impairment charge3 |
86,295 | | 86,295 | | ||||||||||||
Accretion of asset retirement obligations |
31 | 36 | 116 | 11 | ||||||||||||
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126,211 | 31,601 | 243,787 | 104,835 | |||||||||||||
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Operating Income (Loss) |
(75,104 | ) | 9,412 | (36,373 | ) | 41,129 | ||||||||||
Other Income (Expenses) |
||||||||||||||||
Interest expense |
(3,153 | ) | (1,931 | ) | (11,993 | ) | (5,752 | ) | ||||||||
Other income, net |
32 | 18 | 105 | 43 | ||||||||||||
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(78,225 | ) | 7,499 | (48,261 | ) | 35,420 | |||||||||||
Income Tax Expense (Benefit) |
(16,527 | ) | 3,175 | (4,383 | ) | 14,477 | ||||||||||
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Net Income (Loss) |
(61,698 | ) | 4,324 | (43,878 | ) | 20,943 | ||||||||||
Net Income (Loss) Attributable to Noncontrolling Interests |
35 | (28 | ) | (52 | ) | (119 | ) | |||||||||
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Net Income (Loss) Attributable to Lumos Networks Corp. |
$ | (61,663 | ) | $ | 4,296 | $ | (43,930 | ) | $ | 20,824 | ||||||
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Basic and Diluted (Loss) per Common Share Attributable to Lumos Networks Corp. Stockholders: |
||||||||||||||||
Income (loss) per share - basic |
$ | (2.96 | ) | N/A | $ | (2.11 | ) | N/A | ||||||||
Income (loss) per share - diluted |
$ | (2.90 | ) | N/A | $ | (2.07 | ) | N/A | ||||||||
Weighted average shares outstanding - basic |
20,815 | 20,815 | ||||||||||||||
Weighted average shares outstanding - diluted |
21,231 | 21,231 | ||||||||||||||
Cash Dividends Declared per Share - Common Stock |
$ | 0.14 | $ | 0.14 |
Note: The operating results of FiberNet are included beginning on the acquisition date, December 1, 2010.
1 | Includes equity based compensation charges related to all of the Companys share-based awards and the Companys 401(k) matching contributions of $0.2 million and $0.4 million for the fourth quarters of 2011 and 2010, respectively; and $2.4 million and $1.5 million for the year ended December 31, 2011 and 2010, respectively. |
2 | Includes charges of $1.4 million in connection with the separation from NTELOS Holdings Corp. for the post-separation months of November and December 2011. Also included are acquisition related charges related to the acquisition of FiberNet that closed on December 1, 2010. |
3 | A required asset impairment test measurement date of October 31, 2011 was triggered upon the separation of Lumos Networks from NTELOS Holdings Corp. The Company concluded that the its Rural Local Exchange Carrier (RLEC) indefinite-lived intangible assets, including goodwill, were impaired and a decrease in the carrying value of other RLEC assets was required. As such, the Company recorded a pre-tax non-cash intangible asset impairment charge of $65.4 million and reduced the carrying value of all other assets by $20.9 million, for a total charge of $86.3 million ($65.7 million, net of tax) in fourth quarter 2011. The primary factor contributing to the impairment charge is the expectation of lower revenue in the future from other telecommunication carriers for originating and terminating interstate and intrastate long distance calls due to the FCCs November 2011 Order comprehensively reforming its Universal Service Fund and intercarrier compensation systems, together with carrier network grooming efforts. |
Lumos Networks Corp.
Summary of Operating Results
(in thousands) |
Three months ended: | Year ended: | ||||||||||||||
December 31, 2010 |
December 31, 2011 |
December 31, 2010 |
December 31, 2011 |
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Operating Revenues |
||||||||||||||||
Competitive |
$ | 27,071 | $ | 39,401 | $ | 88,471 | $ | 154,757 | ||||||||
Enterprise Data |
6,231 | 8,945 | 19,442 | 33,897 | ||||||||||||
SMB/Residential Data |
3,904 | 4,515 | 14,772 | 17,401 | ||||||||||||
Wholesale |
6,378 | 10,248 | 24,714 | 36,883 | ||||||||||||
Voice and Long Distance |
8,004 | 12,989 | 22,148 | 54,414 | ||||||||||||
Other |
2,554 | 2,704 | 7,395 | 12,162 | ||||||||||||
RLEC |
$ | 13,942 | $ | 11,706 | $ | 57,493 | $ | 52,657 | ||||||||
Local |
2,844 | 3,056 | 11,780 | 11,625 | ||||||||||||
Access |
8,611 | 6,846 | 35,586 | 31,827 | ||||||||||||
Other |
2,487 | 1,804 | 10,127 | 9,205 | ||||||||||||
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$ | 41,013 | $ | 51,107 | $ | 145,964 | $ | 207,414 | |||||||||
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Operating Expenses |
||||||||||||||||
(before depreciation & amortization, asset impairment charges, accretion of asset retirement obligations, equity based compensation, acquisition related charges and costs related to the separation of the Company from NTELOS, a non-GAAP measure of operating expenses) | ||||||||||||||||
Competitive |
$ | 15,678 | $ | 24,367 | $ | 51,155 | $ | 94,045 | ||||||||
RLEC |
4,257 | 3,736 | 17,755 | 16,429 | ||||||||||||
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$ | 19,935 | $ | 28,103 | $ | 68,910 | $ | 110,474 | |||||||||
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Adjusted EBITDA (a non-GAAP measure) |
||||||||||||||||
Competitive |
$ | 11,393 | $ | 15,034 | $ | 37,316 | $ | 60,712 | ||||||||
RLEC |
9,685 | 7,970 | 39,738 | 36,228 | ||||||||||||
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$ | 21,078 | $ | 23,004 | $ | 77,054 | $ | 96,940 | |||||||||
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Capital Expenditures |
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Competitive |
$ | 5,802 | $ | 7,332 | $ | 27,950 | $ | 45,720 | ||||||||
RLEC |
4,622 | 5,390 | 12,304 | 15,816 | ||||||||||||
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$ | 10,424 | $ | 12,722 | $ | 40,254 | $ | 61,536 | |||||||||
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Adjusted EBITDA less Capital Expenditures (a non-GAAP measure) |
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Competitive |
$ | 5,591 | $ | 7,702 | $ | 9,366 | $ | 14,992 | ||||||||
RLEC |
5,063 | 2,580 | 27,434 | 20,412 | ||||||||||||
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$ | 10,654 | $ | 10,282 | $ | 36,800 | $ | 35,404 | |||||||||
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Note: The operating results of FiberNet are included beginning on the acquisition date, December 1, 2010.
Lumos Networks Corp.
Reconciliation of Net Income (Loss) Attributable to Lumos Networks Corp. to Operating Income
(in thousands) |
||||||||||||||||
Three months ended: | Year ended: | |||||||||||||||
December 31, 2010 | December 31, 2011 | December 31, 2010 | December 31, 2011 | |||||||||||||
Net income (loss) attributable to Lumos Networks Corp. |
$ | 4,296 | $ | (61,663 | ) | $ | 20,824 | $ | (43,930 | ) | ||||||
Net income (loss) attributable to noncontrolling interests |
28 | (35 | ) | 119 | 52 | |||||||||||
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Net income (loss) |
4,324 | (61,698 | ) | 20,943 | (43,878 | ) | ||||||||||
Interest expense |
1,931 | 3,153 | 5,752 | 11,993 | ||||||||||||
Income tax expense (benefit) |
3,175 | (16,527 | ) | 14,477 | (4,383 | ) | ||||||||||
Other income |
(18 | ) | (32 | ) | (43 | ) | (105 | ) | ||||||||
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Operating income (loss) |
$ | 9,412 | $ | (75,104 | ) | $ | 41,129 | $ | (36,373 | ) | ||||||
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Competitive |
3,472 | 6,678 | 16,208 | 28,569 | ||||||||||||
RLEC |
5,940 | (81,782 | ) | 24,921 | (64,942 | ) | ||||||||||
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Operating income (loss) |
$ | 9,412 | $ | (75,104 | ) | $ | 41,129 | $ | (36,373 | ) | ||||||
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Lumos Networks Corp.
Reconciliation of Operating Income (Loss) to Adjusted EBITDA
(dollars in thousands) |
2010 | 2011 | ||||||||||||||||||||||
Competitive | RLEC | Total | Competitive | RLEC | Total | |||||||||||||||||||
For The Three Months Ended December 31 |
||||||||||||||||||||||||
Operating Income (Loss) |
$ | 3,472 | $ | 5,940 | $ | 9,412 | $ | 6,678 | $ | (81,782 | ) | $ | (75,104 | ) | ||||||||||
Depreciation and amortization and accretion of asset retirement obligations |
5,520 | 3,553 | 9,073 | 7,196 | 3,021 | 10,217 | ||||||||||||||||||
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Sub-total: |
8,992 | 9,493 | 18,485 | 13,874 | (78,761 | ) | (64,887 | ) | ||||||||||||||||
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Asset impairment charge1 |
| | | | 86,295 | 86,295 | ||||||||||||||||||
Equity based compensation |
230 | 192 | 422 | 140 | 97 | 237 | ||||||||||||||||||
Acquisition related charges2 |
2,171 | | 2,171 | 1 | | 1 | ||||||||||||||||||
Business separation charges3 |
| | | 1,019 | 339 | 1,358 | ||||||||||||||||||
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Adjusted EBITDA |
$ | 11,393 | $ | 9,685 | $ | 21,078 | $ | 15,034 | $ | 7,970 | $ | 23,004 | ||||||||||||
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Adjusted EBITDA Margin |
42.1 | % | 69.5 | % | 51.4 | % | 38.2 | % | 68.1 | % | 45.0 | % | ||||||||||||
For The Year Ended December 31 |
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Operating Income (Loss) |
$ | 16,208 | $ | 24,921 | $ | 41,129 | $ | 28,569 | $ | (64,942 | ) | $ | (36,373 | ) | ||||||||||
Depreciation and amortization and accretion of asset retirement obligations |
17,272 | 14,104 | 31,376 | 29,579 | 13,627 | 43,206 | ||||||||||||||||||
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Sub-total: |
33,480 | 39,025 | 72,505 | 58,148 | (51,315 | ) | 6,833 | |||||||||||||||||
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Asset impairment charge1 |
| | | | 86,295 | 86,295 | ||||||||||||||||||
Equity based compensation |
816 | 713 | 1,529 | 1,474 | 909 | 2,383 | ||||||||||||||||||
Acquisition related charges2 |
3,020 | | 3,020 | 71 | | 71 | ||||||||||||||||||
Business separation charges3 |
| | | 1,019 | 339 | 1,358 | ||||||||||||||||||
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Adjusted EBITDA |
$ | 37,316 | $ | 39,738 | $ | 77,054 | $ | 60,712 | $ | 36,228 | $ | 96,940 | ||||||||||||
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Adjusted EBITDA Margin |
42.2 | % | 69.1 | % | 52.8 | % | 39.2 | % | 68.8 | % | 46.7 | % |
1 | A required asset impairment test measurement date of October 31, 2011 was triggered upon the separation of Lumos Networks from NTELOS Holdings Corp. The Company concluded that the its Rural Local Exchange Carrier (RLEC) indefinite-lived intangible assets, including goodwill, were impaired and a decrease in the carrying value of other RLEC assets was required. As such, the Company recorded a pre-tax non-cash intangible asset impairment charge of $65.4 million and reduced the carrying value of all other assets by $20.9 million, for a total charge of $86.3 million ($65.7 million, net of tax) in fourth quarter 2011. The primary factor contributing to the impairment charge is the expectation of lower revenue in the future from other telecommunication carriers for originating and terminating interstate and intrastate long distance calls due to the FCCs November 2011 Order comprehensively reforming its Universal Service Fund and intercarrier compensation systems, together with carrier network grooming efforts. |
2 | Acquisition related charges related to the acquisition of FiberNet that closed on December 1, 2010. |
3 | Charges in connection with the separation from NTELOS Holdings Corp. |
Lumos Networks Corp.
Customers and Network Statistics
Three months ended: |
December 31, 2010 | March 31, 2011 | June 30, 2011 | September 30, 2011 | December 31, 2011 | |||||||||||||||
Competitive voice connections1 |
134,071 | 129,734 | 127,561 | 125,500 | 122,046 | |||||||||||||||
RLEC Broadband Customers2 |
14,706 | 14,643 | 14,542 | 14,947 | 14,916 | |||||||||||||||
Total Broadband Connections2 |
32,994 | 33,453 | 33,774 | 34,747 | 35,707 | |||||||||||||||
Video Subscribers |
2,849 | 2,997 | 3,152 | 3,439 | 3,734 | |||||||||||||||
RLEC Total Access Lines |
35,422 | 34,920 | 34,489 | 33,840 | 33,193 | |||||||||||||||
On-Network Buildings3 |
752 | 830 | 903 | 949 | 1,051 | |||||||||||||||
Fiber-Fed Cell Sites3 |
71 | 91 | 109 | 132 | 148 | |||||||||||||||
Co-Locations |
143 | 144 | 146 | 147 | 149 | |||||||||||||||
Long-Haul Fiber Miles |
4,941 | 5,767 | 5,788 | 5,801 | 5,801 |
1 | Includes customer Primary Rate Interface (PRI) line equivalents at 23 lines per PRI. Excludes intercompany PRI lines. |
2 | Includes customers or customer equivalents for DSL, dedicated Internet access, wireless portable broadband, broadband over fiber and metro Ethernet. All revenues from broadband products, including RLEC broadband, are recorded in the operating revenues of the Competitive segment. |
3 | Includes statistics for legacy markets only, excluding FiberNet, through September 30, 2011. |
Lumos Networks Corp.
Business Outlook1 (as of February 27, 2012)
(dollars in millions) | 2012 Guidance1 | |||||||||||||||||||||||
First Quarter 2012 | 2012 Annual | |||||||||||||||||||||||
Operating Revenues |
$ | 50 | to | $ | 51 | $ | 200 | to | $ | 205 | ||||||||||||||
Adjusted EBITDA |
$ | 21 | to | $ | 22 | $ | 85 | to | $ | 90 | ||||||||||||||
Capital Expenditures |
$ | 52 | to | $ | 60 | |||||||||||||||||||
Reconciliation of Operating Income to Adjusted EBITDA |
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Operating Income |
$ | 11 | to | $ | 12 | $ | 44 | to | $ | 46 | ||||||||||||||
Depreciation and amortization |
9 | 38 | to | 40 | ||||||||||||||||||||
Equity based compensation charges |
1 | 3 | to | 4 | ||||||||||||||||||||
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Adjusted EBITDA |
$ | 21 | to | $ | 22 | $ | 85 | to | $ | 90 | ||||||||||||||
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Lumos Networks Corp.
Projected Cash Flows for the Year 20121
(dollars in millions) | ||||
Adjusted EBITDA2 |
$ | 88 | ||
Less: Capital expenditures2 |
(56 | ) | ||
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32 | ||||
Less: |
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Cash interest, net of interest income |
(14 | ) | ||
Cash taxes |
(1 | ) | ||
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Cash flows, net, before dividends and debt payments |
17 | |||
Less: |
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Cash dividends: $0.14 per share per quarter3 |
(12 | ) | ||
Scheduled 2012 debt payments |
(2 | ) | ||
Plus: |
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Other, net4 |
7 | |||
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Projected Cash Flows, net5 |
$ | 10 |
1 | These estimates are based on managements current expectations. These estimates are forward-looking and actual results may differ materially. Please see Special Note from the Company Regarding Forward-Looking Statements" in the Lumos Networks Corp. fourth quarter 2011 earnings release dated February 27, 2012. |
2 | Based on the mid-points of the above guidance ranges. |
3 | Represents the most recent cash dividend paid, annualized. Dividend payments are reviewed quarterly by the board of directors and are subject to change. |
4 | Primarily cash reimbursements received from Federal stimulus awards, which provide 50% funding to bring broadband services and infrastructure to Alleghany County, Virginia. |
5 | Before discretionary payments to the credit facility Revolver loan and changes to working capital. |