EX-99.1 3 j4705_ex99d1.htm EX-99.1

Exhibit 99.1

 

Rural Cellular Corporation

Reports Record

EBITDA and Free Cash Flow in

Second Qtr 2002

 


For Immediate Release

 

August 5, 2002Alexandria, MNRural Cellular Corporation (“RCC”) (Nasdaq/NMS: RCCC) today reports unaudited consolidated financial results for the quarter ended June 30, 2002.

 

Second quarter ended June 30, 2002 highlights compared to second quarter ended June 30, 2001:

 

              EBITDA increased 15% to $58.7 million.

•           EBITDA margin increased to 50%.

•           Free cash flow increased 102% to $16.8 million.

•           Retention improved to 98.5%.

•           Postpaid net customer additions were 16,020.

 

Richard P. Ekstrand, president and chief executive officer, commented: “In the wake of what has been a difficult quarter for the telecom industry, RCC’s long held balanced growth strategy produced very strong EBITDA and free cash flow.  Additionally, customer growth rebounded nicely as our retention reached near record levels.”

 

Strong customer growth and reduced bad debt

 

RCC is reporting a 145% increase in net postpaid customer additions of 16,020 as compared to the first quarter of ‘02, reflecting effective retention efforts together with solid gross adds.

 

Second quarter ‘02 bad debt expense decreased 64% to $1.2 million, as compared to $3.4 million in the second quarter of ‘01. Retention also improved to 98.5% in the second quarter of ‘02 as compared to 97.8% for all of ‘01. Additionally, net ARPU for the second quarter of ‘02 remained unchanged at $53 as compared to the second quarter of ‘01.

 

Roaming growth

 

The Company’s roaming revenue increased 19% to $33.9 million in ‘02 as compared to ‘01. Additionally, the  Company’s net roaming position, or the net amount RCC receives after subtracting incollect cost from roaming revenue, increased. Contributing to these increases was a $2 million retroactive net settlement from one of the Company’s roaming partners.

 

Cost containment

 

SG&A continues to decline as a percentage of revenue coming in at 24% in the second quarter of ‘02 as compared to 26% in the prior year. This decline is due to a decrease in bad debt expense, cost reductions from consolidation of service centers, declining billing cost, efficiencies in the organization and other cost reduction initiatives.

 

A combination of lower incollect expense together with other network cost efficiencies resulted in network cost as a percentage of total revenue, decreasing to 22% as compared to 23% in ‘01. This quarter marks the fifth consecutive quarter that year over year network costs as a percentage of revenue, has declined.

 



 

Compliance with credit facility covenants

 

As of June 30, 2002, the Company had $793.9 million outstanding and $258.9 million in availability under the credit facility and is in compliance with all of its bank covenants.

 

Initial assessment of asset impairment

 

Statement of Financial Accounting Standards (SFAS) No. 142, which provides accounting and reporting standards for acquired intangible assets, requires that the Company perform an assessment to determine whether goodwill of any acquired intangible asset has been impaired.  RCC has completed the initial assessment required by SFAS No. 142 and has determined that the carrying value of a region exceeds its fair value. The Company is currently in the process of completing the second phase of this evaluation to determine the amount of impairment. Management expects that upon completion of this evaluation, RCC will record in its statement of operations a non-cash charge of approximately $400 - $450 million as the cumulative effect of a change in accounting principle. As required by SFAS No. 142, the charge will be made retroactive to the first quarter of fiscal year 2002 once the second phase of the impairment test is completed. The impairment test will be completed and final adjustments made by December 31, 2002.

 

Teleconference

 

On August 6, 2002 at 8:00 AM CT, a teleconference will be held to discuss the second quarter 2002 operating results and certain 2002 expectations.  To participate in the call, please dial (888) 566-5907, give the operator your name, and identify Richard Ekstrand as the call leader and RCCC as the pass code.  To access a replay of this call, please dial (888) 277-9385. An audio replay of the teleconference can also be accessed by logging onto the Company’s website at www.RCCwireless.com. To access the audio stream, click on the Investor Relations section.

 

About the Company

 

Rural Cellular Corporation, based in Alexandria, Minnesota, provides wireless communication services to Midwest, Northeast, South and Northwest markets located in 14 states.

 

Forward Looking Statement

 

Statements about RCC’s future prospects are forward-looking and therefore involve certain risks and uncertainties, including but not limited to: competitive considerations, success of customer enrollment and retention initiatives, the ability to increase wireless usage and reduce customer acquisition costs, the successful integration of acquired operations with RCC’s existing operations, the ability to negotiate favorable roaming agreements, the ability to service debt, the resolution of certain network technology issues and other factors discussed from time to time in RCC’s  Report on Form 10-K for the year ended December 31, 2001 and other filings with the Securities and Exchange Commission.

 

Contact:

 

Chris Boraas, Investor Relations Director — Equity  (320) 808-2451

 

 

Suzanne Allen, Treasurer — Preferred Securities and Debt (320) 808-2156

 

 

World Wide Web address: http://www.rccwireless.com

#              #              #

 

2



 

RURAL CELLULAR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In Thousands, Except Par Value)

(Unaudited)

ASSETS

 

 

 

June 30,
2002

 

December 31,
2001

 

CURRENT ASSETS:

 

 

 

 

 

Cash

 

$

13,559

 

$

1,995

 

Accounts receivable, less allowance of $2,516 and $4,016

 

51,630

 

45,279

 

Inventories

 

4,366

 

6,617

 

Other current assets

 

3,083

 

2,408

 

Total current assets

 

72,638

 

56,299

 

PROPERTY AND EQUIPMENT, less accumulated depreciation of $162,906 and $137,776

 

239,170

 

244,980

 

 

 

 

 

 

 

LICENSES AND OTHER ASSETS:

 

 

 

 

 

Licenses and other intangible assets, less accumulated amortization of  $138,292 and $128,633

 

1,494,198

 

1,505,107

 

Deferred debt issuance costs, less accumulated amortization of $9,242 and $8,306

 

27,284

 

22,549

 

Other assets, less accumulated amortization of $1,382 and $1,230

 

6,719

 

7,844

 

Total licenses and other assets

 

1,528,201

 

1,535,500

 

 

 

$

1,840,009

 

$

1,836,779

 

 

LIABILITIES AND SHAREHOLDERS’ DEFICIT

 

 

 

June 30,
2002

 

December 31,
2001

 

CURRENT LIABILITIES:

 

 

 

 

 

Accounts payable

 

$

30,798

 

$

35,356

 

Advance billings and customer deposits

 

11,109

 

9,315

 

Accrued interest

 

18,410

 

13,033

 

Dividends payable

 

6,050

 

5,710

 

Other accrued expenses

 

10,804

 

11,158

 

Total current liabilities

 

77,171

 

74,572

 

LONG-TERM LIABILITIES

 

1,273,566

 

1,290,338

 

 

 

 

 

 

 

Total liabilities

 

1,350,737

 

1,364,910

 

 

 

 

 

 

 

PREFERRED SECURITIES

 

537,222

 

508,836

 

 

 

 

 

 

 

SHAREHOLDERS’ DEFICIT:

 

 

 

 

 

 

 

 

 

 

 

Class A common stock; $.01 par value; 200,000 shares authorized, 11,194 and 11,176 issued

 

112

 

112

 

Class B common stock; $.01 par value; 10,000 shares authorized, 728 and 728 issued

 

7

 

7

 

Additional paid-in capital

 

192,294

 

191,964

 

Accumulated deficit

 

(212,939

)

(198,473

)

Accumulated other comprehensive loss

 

(27,424

)

(30,577

)

 

 

 

 

 

 

Total shareholders’ deficit

 

(47,950

)

(36,967

)

 

 

$

1,840,009

 

$

1,836,779

 

 

3



 

RURAL CELLULAR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands, Except Per Share Data)

(Unaudited)

 

 

 

Three months ended June 30 ,

 

Six months ended June 30,

 

 

 

2002

 

2001

 

2002

 

2001

 

REVENUES:

 

 

 

 

 

 

 

 

 

Service

 

$

79,273

 

$

80,151

 

$

153,586

 

$

150,187

 

Roaming

 

33,855

 

28,350

 

60,017

 

51,565

 

Equipment

 

4,564

 

4,545

 

7,843

 

9,678

 

Total revenues

 

117,692

 

113,046

 

221,446

 

211,430

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES:

 

 

 

 

 

 

 

 

 

Network costs

 

25,909

 

26,255

 

48,898

 

49,261

 

Cost of equipment sales

 

4,520

 

5,924

 

7,971

 

12,352

 

Selling, general and administrative

 

28,552

 

29,644

 

55,465

 

55,863

 

Depreciation and amortization

 

20,533

 

27,689

 

39,509

 

54,587

 

Total operating expenses

 

79,514

 

89,512

 

151,843

 

172,063

 

OPERATING INCOME

 

38,178

 

23,534

 

69,603

 

39,367

 

 

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSE):

 

 

 

 

 

 

 

 

 

Interest expense, net

 

(25,048

)

(31,919

)

(52,057

)

(63,199

)

Other

 

(57

)

5

 

78

 

5

 

Other expense, net

 

(25,105

)

(31,914

)

(51,979

)

(63,194

)

 

 

 

 

 

 

 

 

 

 

INCOME (LOSS) BEFORE  EXTRAORDINARY ITEM AND CUMULATIVE EFFECT ADJUSTMENT

 

13,073

 

(8,380

)

17,624

 

(23,827

)

EXTRAORDINARY ITEM — early extinguishment of debt

 

 

 

(3,319

)

 

INCOME (LOSS) BEFORE CUMULATIVE EFFECT ADJUSTMENT

 

13,073

 

(8,380

)

14,305

 

(23,827

)

CUMULATIVE EFFECT ADJUSTMENT

 

 

 

 

137

 

NET INCOME (LOSS))

 

13,073

 

(8,380

)

14,305

 

(23,690

)

PREFERRED STOCK DIVIDEND

 

(14,556

)

(13,250

)

(28,771

)

(26,197

)

NET LOSS APPLICABLE TO COMMON SHARES

 

$

(1,483

)

$

(21,630

)

$

(14,466

)

$

(49,887

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING, BASIC AND DILUTED

 

11,921

 

11,858

 

11,919

 

11,849

 

 

 

 

 

 

 

 

 

 

 

NET LOSS PER BASIC AND DILUTED SHARE:

 

 

 

 

 

 

 

 

 

Net loss per share applicable to common shares before extraordinary item and cumulative effect adjustment

 

$

(0.12

)

$

(1.82

)

$

(0.93

)

$

(4.22

)

Extraordinary item — early extinguishment  of debt

 

 

 

(0.28

)

 

Cumulative effect  adjustment

 

 

 

 

0.01

 

Net loss per basic and diluted share

 

$

(0.12

)

$

(1.82

)

$

(1.21

)

$

(4.21

)

 

 

 

 

 

 

 

 

 

 

COMPREHENSIVE LOSS:

 

 

 

 

 

 

 

 

 

NET LOSS APPLICABLE TO COMMON SHARES

 

$

(1,483

)

$

(21,630

)

$

(14,466

)

$

(49,887

)

Hedging activity:

 

 

 

 

 

 

 

 

 

Cumulative effect of SFAS No. 133

 

 

 

 

(5,917

)

Mark to market adjustment, net

 

(1,235

)

1,244

 

3,153

 

(9,602

)

TOTAL COMPREHENSIVE LOSS

 

$

(2,718

)

$

(20,386

)

$

(11,313

)

$

(65,406

)

 

4



 

RURAL CELLULAR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

(Unaudited)

 

 

 

Six months ended  June 30,

 

 

 

2002

 

2001

 

OPERATING ACTIVITIES:

 

 

 

 

 

Net income (loss)

 

$

14,305

 

$

(23,690

)

Adjustments to reconcile to net cash provided by operating activities:

 

 

 

 

 

Depreciation and amortization

 

39,509

 

54,587

 

Extraordinary item — early extinguishment of debt

 

3,319

 

 

Change in financial instrument valuation

 

4,616

 

1,987

 

Other

 

2,371

 

250

 

Change in other operating elements (excluding the effects of acquisitions):

 

 

 

 

 

Accounts receivable

 

(5,801

)

(8,061

)

Inventories

 

2,251

 

1,557

 

Other current assets

 

(675

)

25

 

Accounts payable

 

(4,558

)

(16,310

)

Advance billings and customer deposits

 

1,794

 

1,230

 

Other accrued expenses

 

7,035

 

(6,749

)

Net cash provided by operating activities

 

64,166

 

4,826

 

 

 

 

 

 

 

INVESTING ACTIVITIES:

 

 

 

 

 

Purchases of property and equipment, net

 

(25,630

)

(18,235

)

Purchases of wireless properties, net of cash acquired

 

 

(142,083

)

Proceeds from sale of REC/RTB stock

 

650

 

 

Assets held for sale

 

 

(35,478

)

Other

 

51

 

(404

)

Net cash used in investing activities

 

(24,929

)

(196,200

)

 

 

 

 

 

 

FINANCING ACTIVITIES:

 

 

 

 

 

Proceeds from issuance of common stock related to employee stock purchase plan and stock options

 

330

 

919

 

Proceeds from issuance of long-term debt

 

342,550

 

315,350

 

Repayments of long-term debt

 

(360,208

)

(120,650

)

Proceeds from swaption

 

 

8,720

 

Payments of debt issuance costs

 

(10,244

)

(4,341

)

Other

 

(101

)

154

 

Net cash (used in) provided by financing activities

 

(27,673

)

200,152

 

NET INCREASE  IN CASH

 

11,564

 

8,778

 

CASH, at beginning of period

 

1,995

 

2,205

 

CASH, at end of period

 

$

13,559

 

$

10,983

 

 

5



 

The following table presents RCC’s operating data for the periods indicated.

 

 

 

Unaudited

 

Consolidated Operating Data:

 

Three months ended
June 30,

 

Six months ended
June 30,

 

 

 

2002

 

2001

 

2002

 

2001

 

 

 

 

 

(in thousands)

 

 

 

EBITDA(1)

 

$

58,711

 

$

51,223

 

$

109,112

 

$

93,954

 

Interest expense, net

 

(25,048

)

(31,919

)

(52,057

)

(63,199

)

Capital expenditures

 

(16,866

)

(10,980

)

(25,630

)

(18,235

)

Free cash flow(2)

 

$

16,797

 

$

8,324

 

$

31,425

 

$

12,520

 

 

 

 

 

 

 

 

 

 

 

Penetration(3)(4)

 

11.1

%

10.4

%

11.1

%

10.4

%

Retention(5)

 

98.5

%

98.2

%

98.3

%

98.1

%

 

 

 

 

 

 

 

 

 

 

Average monthly revenue per customer(6)

 

$

60

 

$

60

 

$

57

 

$

57

 

Net average monthly revenue per customer including incollect cost(6)

 

$

53

 

$

53

 

$

50

 

$

49

 

Acquisition cost per customer(7)

 

$

343

 

$

270

 

$

331

 

$

258

 

Acquisition cost per customer(7) (excluding phone service depreciation)

 

$

262

 

$

242

 

$

258

 

$

239

 

 

 

 

 

 

 

 

 

 

 

Customers at period end

 

 

 

 

 

 

 

 

 

Voice:

 

 

 

 

 

 

 

 

 

Postpaid cellular

 

 

 

 

 

606,042

 

574,772

 

Prepaid cellular

 

 

 

 

 

34,445

 

26,384

 

Wireless Alliance

 

 

 

 

 

16,184

 

13,895

 

Wholesale

 

 

 

 

 

42,252

 

23,384

 

Total customers

 

 

 

 

 

698,923

 

638,435

 

 

 

 

 

 

 

 

 

 

 

POPs(3)

 

 

 

 

 

 

 

 

 

RCC Cellular

 

 

 

 

 

5,161,000

 

5,161,000

 

Wireless Alliance

 

 

 

 

 

732,000

 

732,000

 

Total POPs

 

 

 

 

 

5,893,000

 

5,893,000

 

 


(1)          EBITDA is the sum of earnings before interest, taxes, depreciation and amortization and is utilized as a performance measure within the wireless industry. EBITDA is not intended to be a performance measure that should be regarded as an alternative for other performance measures and should not be considered in isolation. EBITDA is not a measure of financial performance under generally accepted accounting principles and does not reflect all expenses of doing business (e.g., interest expense, depreciation). Accordingly, EBITDA should not be considered as having greater significance than or as an alternative to net income or operating income as an indicator of operating performance or to cash flows as a measure of liquidity. Also, as calculated above, EBITDA may not be directly comparable to similarly titled measures reported by other companies.

(2)          Free cash flow is defined as EBITDA less net interest expense and capital expenditures.

(3)          Updated to reflect 2000 U.S. Census Bureau data.

(4)          Represents the ratio of wireless voice customers, excluding wholesale customers, at the end of the period to population served (“POPs.”)

(5)          Determined for each period by dividing total postpaid wireless voice customers discontinuing service during such period by the average postpaid wireless voice customers for such period (customers at the beginning of the period plus customers at the end of the period, divided by two), dividing that result by the number of months in the period, and subtracting such result from one.

(6)          Determined for each period by dividing the sum of access, airtime, roaming, long distance, features, connection, disconnection, and other revenues for such period by the monthly average postpaid wireless voice customers for such period (customers at the beginning of the period plus customers at the end of the period, divided by two), and dividing that result by the number of months in such period.

(7)          Determined for each period by dividing selling and marketing expenses, net costs of equipment sales, and depreciation of rental telephone equipment by the gross postpaid wireless voice customers added during such period.

 

6