CHICAGO, Nov. 6 /PRNewswire-FirstCall/ -- Telephone and Data Systems, Inc. today reported certain preliminary third quarter 2006 financial and operating data. At the same time, TDS announced that it will restate financial results for each of the years ended Dec. 31, 2002 - 2005, including quarterly information for 2004 and 2005, and the first and second quarters of 2006, primarily to correct the accounting for prepaid forward contracts under Statement of Financial Accounting Standards (SFAS) No. 133, Accounting for Derivative Instruments and Hedging Activities. As a result, previously issued financial statements for these periods should no longer be relied upon. Additionally, the company updated its guidance for 2006.
Restatement of Financial Results
The restatement concerns certain variable prepaid forward contracts entered into in 2002 related to TDS' ownership of American Depository Receipts (ADRs) of Vodafone Group Plc and shares of Deutsche Telekom AG. In connection with its review of the accounting for the Vodafone Special Distribution in the third quarter of 2006 discussed below, TDS determined that it did not meet the requirements of SFAS 133 to continue hedge accounting for these forward contracts following the receipt of dividends from Vodafone in 2002 and the absence of dividends from Deutsche Telekom in 2003. TDS did not adequately test for hedge effectiveness after ceiling prices were adjusted. As a result, TDS will be required to recognize changes in the fair values of the forward contracts in the statement of operations in the periods in which they occurred, rather than record them in accumulated other comprehensive income, which is a component of stockholders' equity.
The company entered into prepaid forward contracts in 2002 to reduce the risk levels of the marketable equity securities, establishing floor and ceiling prices for the securities to limit exposure while at the same time retaining the ability to capture a portion of the potential appreciation. The change in accounting does not affect the economics of the forward contracts. TDS intends to continue to maintain the forward contracts until they mature because, economically, these transactions are satisfying their intended results. However, TDS will record changes in fair values of the forward contracts as a component of the statement of operations until the contracts mature.
The restatement and revised accounting treatment in future periods related to the forward contracts will result in significant volatility in reported net income and earnings per share. However, the changes will not have a material effect on revenues, cash flows from operating activities or stockholders' equity. TDS will disclose information of the amounts when available. Stockholders' equity at Sept. 30, 2006 is expected to be approximately $3.6 billion, including the cumulative effects of the restatement. This amount would be nearly the same in the absence of the restatement.
The review of the accounting treatment for SFAS 133 will result in the company being unable to file its Quarterly Report on Form 10-Q (Form 10-Q) for the quarter ended Sept. 30, 2006 with the Securities and Exchange Commission (SEC) on a timely basis. The restatement adjustments are not expected to have any material impact on revenues, cash or cash flows from operating activities. The company anticipates filing the restated financial statements and its Form 10-Q for the quarter ended Sept. 30, 2006 in December.
TDS will be filing with the SEC a Form 8-K with additional information and will be filing a Form 12b-25 on or prior to Nov. 10, 2006, providing notification of the expected late filing of Form 10-Q for the quarter ended Sept. 30, 2006. As a result, TDS will not be in compliance with American Stock Exchange (AMEX) listing standards. TDS is seeking an extension to regain compliance with AMEX listing standards
In addition, TDS has received waivers from its lenders under credit agreements and from counterparties under certain forward contracts, provided that it files its restated financial results and Form 10-Q for the quarter ended Sept. 30, 2006 by Jan. 12, 2007.
Statement of Financial Accounting Standards (SFAS) 133
SFAS 133 requires that all forward contracts be carried on the balance sheet at fair value, and that periodic changes in their fair value be recorded currently in the statement of operations. However, if the forward contracts and related accounting documentation meet certain criteria specified in SFAS 133, they may be eligible for cash flow hedge accounting. In this case, the changes in value are recorded in accumulated other comprehensive income, which is a component of shareholders' equity, and do not impact the current statement of operations. Prior to its re-evaluation of this accounting treatment, TDS had believed that its forward contracts qualified for cash flow hedge accounting treatment and that it had effectively recorded changes in the fair values of the forward contracts, net of income tax effects, through accumulated other comprehensive income. The changes in the fair values of the marketable equity securities, which were hedged by the forward contracts, were also recorded in accumulated other comprehensive income, net of income tax effects. However, as a result of its re-evaluation of this accounting treatment, TDS determined that it did not meet the requirements of SFAS 133 to continue cash flow hedge accounting for the forward contracts following the receipt of dividends from Vodafone in 2002 and the absence of dividends from Deutsche Telekom in 2003.
The result of the restatement will be to recognize changes in fair values of the forward contracts in the statement of operations in the periods in which they occurred, rather than record them in accumulated other comprehensive income. However, changes in the fair values of the underlying hedged marketable equity securities will continue to be recorded through accumulated other comprehensive income. As a result, the revised accounting treatment will no longer reflect the offsetting effects in accumulated other comprehensive income of the changes in values of forward contracts and the underlying marketable equity securities. Although this will result in substantial variability in net income, there will not be a material effect on stockholders' equity.
As a result of the restatement of prior period financial results relating to SFAS 133, TDS considered it appropriate to include adjustments in the restatement for items representing out-of-period adjustments and corrections of errors that were identified at various times during 2006. Individually and collectively the adjustments are not material.
Summary of Third Quarter Operating Data
Below is a summary of the preliminary operating data and unaudited results of certain key components of the third quarter statement of operations. There can be no assurance that final results will not differ materially from these preliminary results.
Three months ended Sept. 30
2005 Actual Range of Amounts
Currently Anticipated to
be Reported for 2006
Operating revenues $1,029 million $1,100 to $1,130 million
Operating income (1) $107 million $100 to $120 million
(1) Third quarter 2005 operating income will be adjusted, not materially,
for out-of-period adjustments identified in 2006.
U.S. Cellular
Summary Operating Data
Quarter Ended 9/30/2006 6/30/2006 3/31/2006 12/31/2005 9/30/2005
Consolidated Markets:
All customers -
Customer units 5,729,000 5,704,000 5,633,000 5,482,000 5,303,000
Gross customer
unit
activations 365,000 347,000 434,000 419,000 355,000
Net customer
unit activations 25,000 48,000 151,000 125,000 76,000
Retail customers -
Customer units 5,127,000 5,099,000 5,029,000 4,927,000 4,765,000
Gross customer
unit
activations 352,000 332,000 380,000 392,000 346,000
Net customer
unit
activations 28,000 50,000 122,000 130,000 77,000
Cell sites in
service 5,726 5,583 5,438 5,428 5,149
Minutes of use
(MOU) (1) 725 719 658 648 639
Postpay churn
rate per month (2) 1.6% 1.5% 1.5% 1.6% 1.5%
(1) Average monthly local minutes of use per customer (without roaming).
(2) Postpay churn rate per month is calculated by dividing the average
monthly postpay customer disconnects during the quarter by the
average postpay customer base for the quarter.
Telephone and Data Systems, Inc.
Summary Operating Data
Quarter Ended 9/30/2006 6/30/2006 3/31/2006 12/31/2005 9/30/2005
TDS Telecom
ILEC:
Access line
equivalents (1) 752,100 747,500 742,300 735,300 734,800
Access lines 622,700 628,600 632,100 635,500 640,700
Dial-up Internet
service accounts 82,200 86,800 90,800 90,700 89,700
DSL customers 94,100 84,000 75,300 65,500 60,300
Long distance
customers 335,100 331,300 327,100 321,500 316,100
CLEC:
Access line
equivalents (1) 452,900 450,900 449,200 448,600 445,600
Dial-up Internet
service accounts 11,000 11,800 13,500 14,200 14,700
Percent of access
lines on-switch 92.6% 92.2% 91.7% 91.1% 90.6%
DSL customers 40,900 39,900 38,500 36,400 34,800
(1) Access line equivalents are derived by converting high capacity data
lines to the estimated capacity of one switched access line.
Vodafone Special Distribution
At an Extraordinary General Meeting on July 28, 2006, Vodafone shareholders approved a share consolidation and special distribution in which 8 ADRs were consolidated into 7 ADRs and a Return of Capital (special distribution). U.S. Cellular and TDS Telecom received approximately $28.6 million and $7.6 million, respectively. The special distribution was recorded as a return of capital and is therefore an investing item on the company's cash flow statement and had no effect on its results of operations.
Updated 2006 Guidance
TDS' updated 2006 guidance as of Nov. 6, 2006 is as follows. There can be no assurance that final results will not differ materially from this guidance.
U.S. Cellular 2006 guidance as of Nov. 6, 2006.
Net Retail Customer Additions 300,000 - 330,000
Service Revenues Approx. $3.2 billion
Operating Income $275 - $325 million
Depreciation, Amortization & Accretion Approx. $575 million
Capital Expenditures $580 - $610 million
TDS Telecom ILEC operations 2006 guidance as of Nov. 6, 2006.
Operating Revenues $645 - $655 million
Operating Income Approx. $135 million
Depreciation and Amortization $135 million
Capital Expenditures $105 - $115 million (1)
TDS Telecom CLEC operations 2006 guidance as of Nov. 6, 2006.
(unchanged)
Operating Revenues $230 - $240 million
Operating Income Approx. $(5) million
Depreciation and Amortization $25 million
Capital Expenditures Approx. $20 million
(1) Includes approximately $95 million to support ongoing operations and
approximately $10 - $20 million for strategic initiatives
The above forward-looking statements should not be assumed to be accurate as of any future date. TDS and U.S. Cellular undertake no duty to update such information whether as a result of new information, future events or otherwise.
About TDS
TDS is a diversified telecommunications corporation founded in 1969. Through its business units, U.S. Cellular and TDS Telecom, TDS operates primarily by providing wireless, local telephone and broadband services. As of Sept. 30, 2006, the company employed 11,700 people and served 6.9 million customers/units in 36 states.
About U.S. Cellular
As of Sept. 30, 2006, U.S. Cellular Corporation, the nation's sixth- largest wireless service carrier, provided wireless service to 5.7 million customers in 26 states. The Chicago-based company operates on a customer satisfaction strategy, meeting customer needs by providing a comprehensive range of wireless products and services, superior customer support and a high- quality network.
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: The ability of U.S. Cellular to successfully manage and grow the operations of the Chicago MTA and newly launched markets; changes in the overall economy; changes in competition in the markets in which U.S. Cellular and TDS Telecom operate; changes due to industry consolidation; advances in telecommunications technology, including Voice over Internet Protocol; changes to access and pricing of unbundled network elements; changes in the state and federal telecommunications regulatory environment; changes in the value of assets; changes in the value of investments, including variable prepaid forward contracts; an adverse change in the ratings afforded TDS and U.S. Cellular debt securities by accredited ratings organizations; uncertainty of access to the capital markets; possible future restatements; pending and future litigation; acquisitions/ divestitures of properties and/or licenses; and changes in customer growth rates, average monthly revenue per unit, churn rates, roaming rates and the mix of products and services offered in U.S. Cellular and TDS Telecom markets. Investors are encouraged to consider these and other risks and uncertainties that are discussed in the Form 8-K used by TDS to furnish this press release to the SEC, which are incorporated by reference herein.
For more information about TDS or its business units, visit:
TDS: http://www.teldta.com/ TDS Telecom: http://www.tdstelecom.com/
USM: http://www.uscellular.com/
