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UNITED STATES CELLULAR REPORTS CONTINUED GAINS IN CUSTOMERS, REVENUES AND CASH FLOW

 CHICAGO, July 28 /PRNewswire/ -- United States Cellular Corporation (AMEX: USM) reported continued rapid growth in customers and revenues and substantial increases in operating cash flow during the second quarter. Customers served by USM's majority-owned and managed systems increased 56 percent from the second quarter of 1992, driving a 45 percent increase in service revenues. The rise in service revenues resulted in a 74 percent increase in operating cash flow during the second quarter. USM generated operating income before minority share of $560,000 in 1993 compared to an operating loss before minority share of $731,000 in 1992. The net loss totaled $4.2 million, or $.08 per share, in 1993 compared to $4.0 million, or $.08 per share, in 1992, primarily as a result of a 78 percent increase in interest expense.
 As the result of the acquisition of six markets during the second quarter of 1993 plus the start-up of one additional market and the sale of the customer base in USM's reseller operation, the Company included 107 majority-owned and managed markets in its consolidated results at June 30, 1993 compared to 84 such systems at June 30, 1992.
 THREE MONTHS ENDED JUNE 30, 1993
 Service revenues totaled $55.6 million for the three months ended June 30, 1993, a 45 percent increase over the $38.3 million reported in 1992. The rise in service revenues was primarily driven by continued growth in the number of customers served. USM's consolidated markets served 189,100 customers at June 30, 1993, a 56 percent increase over the 121,200 customers served at June 30, 1992. Excluding acquisitions and divestitures, USM's distribution channels added 16,800 new customers during the quarter compared to 12,600 new customers added during the same quarter in 1992. Acquisitions and divestitures netted to a loss of 1,500 customers in 1993; there were no acquistions effects on 1992 customer additions.
 FINANCIAL HIGHLIGHTS
 THREE MONTHS ENDED JUNE 30
 (Unaudited) Percent
 (Dollars in Millions) 1993 1992 Change
 Service Revenues $55.6 $38.3 45%
 Operating Cash Flow 11.1 6.4 74%
 Operating Income
 (Loss) before Minority Share 0.6 (0.7) 177%
 Investment and Other Income 5.8 3.5 66%
 Interest Expense 8.9 5.0 78%
 Net (Loss) $(4.2) $(4.0) (4%)
 The Company also announced it began serving its first significant data customer during the quarter. USM, working as part of a consortium of cellular carriers, now provides data transmission services to United Parcel Service vehicles in many of its markets.
 Average monthly service revenue per customer totaled $102 in the most recent quarter, as compared to $111 for the same period in 1992 and $92 during the first quarter of 1993. Inbound, or keeper, roamer revenue averaged $33 in second quarter of both 1992 and 1993. The growth in total service revenues resulted in a $4.7 million increase in operating cash flow and a $1.3 million increase in operating income before minority share both as compared to the second quarter of 1992.
 "We are very pleased with the substantial improvements in both operating cash flow margins and the dollar amount of cash flows in the second quarter," reported H. Donald Nelson, the Company's president and chief executive officer. "Our clustering strategy enabled us to control expenses, fueling our growth in operating cash flow. This strategy, coupled with steady revenue growth, also allowed us to achieve our first quarter of positive operating income before minority share. Customer growth remained strong and revenue per customer, while slightly lower than last year, was significantly improved over the first quarter."
 Operating expenses, excluding depreciation and amortization, increased 37 percent to $47.1 million in 1993 from $34.3 million in 1992. Depreciation and amortization rose 48 percent to $10.6 million due to a 55 percent increase in license costs and a 53 percent increase in average fixed asset balances from the second quarter of 1992. The Company's network consisted of 393 cell sites serving 107 majority-owned and managed markets at June 30, 1993 compared to 251 cell sites serving 84 such markets at June4 30, 1992. Operating cash flow totaled $11.1 million for the most recent quarter, representing 20 percent of service revenues, compared to $6.4 million, or 17 percent of service revenues during the same period last year.
 Operating income before minority share totaled $560,000 in the second quarter of 1993 compared to a loss of $731,000 in the same period of 1992. Investment and other income increased $2.3 million to $5.8 million, due both to increased investment income from markets managed by others as well as income realized during the quarter from the sale of the customer base in the Company's reseller operation. During the quarter, interest expense rose by $3.9 million, or 78 percent, resulting from a 97 percent increase in the Company's debt balances from June 30, 1992 to June 30, 1993. For the quarter, USM reported a net loss of $4.2 million, or $.08 per share, compared to a net loss of $4.0 million, or $.08 per share, in 1992.
 SIX MONTHS ENDED JUNE 30, 1993
 For the six months ended June 30, 1993, service revenues increased 50 percent, totaling $101.1 million compared to $67.6 million a year earlier. The improvement was primarily driven by continued growth in the Company's customer base, which rose 56 percent from June 30, 1992 to June 30, 1993. Excluding acquisitions and divestures, USM added 30,400 new customers during the first half of 1993 compared to 18,800 during the same period in 1992, a 62 percent increase. Average monthly revenue per customer totaled $98 during the first six months of 1993 compared to $102 in 1992. Operating expenses, including losses on equipment sales, totaled $103.9 million for the first half of 1993, a 46 percent increase over the same period in 1992. Operating loss before minority share improved slightly to $2.8 million in 1993, a 17 percent reduction from the first six months of 1992. Operating cash flow increased 76 percent to $17.5 million in 1993, up from $9.9 million in 1992. Investment and other income dropped $11.9 million in 1993 as a result of gains totaling $14.9 million recognized in 1992 from the sale of cellular interests. Net loss for the first six months of 1993 totaled $13.4 million, or $.25 per share, compared to net income of $4.3 million, or $.08 per share, in 1992.
 FINANCIAL HIGHLIGHTS
 SIX MONTHS ENDED JUNE 30
 (Unaudited) Percent
 (Dollars in Millions) 1993 1992 Change
 Service Revenues $101.1 $67.6 50
 Operating Cash Flow 17.5 9.9 76
 Operating (Loss) before
 Minority Share (2.8) (3.4) 17
 Investment and Other Income 8.7 20.6 (58)
 Interest Expense 16.6 9.5 75
 Net Income (Loss) $(13.4) $ 4.3 N/M
 In addition to its outstanding operating growth, USM continued to increase its opportunities for future growth through acquisitions. During the second quarter, the Company agreed to acquire majority interests in four markets. These markets represent approximately 513,000 population equivalents ("pops"). In total, the Company owned or had agreements to acquire interests representing approximately 22.3 million pops as of June 30, 1993.
 "The second quarter acquisitions follow our strategy of expanding and enhancing our clusters," Nelson noted. "Three of the four markets are new additions to already established clusters and the fourth market is one we currently manage. We expect to continue to pursue opportunities which allow us to build value as we increase our service footprint."
 The effects of the Company's acquisition program on its capital structure are summarized on the accompanying table. The Company had a total of 56.1 million common shares outstanding and commitments to issue an additional 9.0 million common shares in the future. These future shares include 5.3 million shares issuable for completed acquisitions, 2.6 million shares to be issued for pending acquisitions and 1.1 million shares to be issued to redeem preferred shares currently outstanding. USM also had $520 million in total debt at June 30, 1993, including $453 million under the Revolving Credit Agreement with TDS.
 (Unaudited, in Millions) Debt Equity Shares(1)
 Outstanding at June 30, 1993
 Common Shares(2) $ 28.6 28.6
 Series A Common Shares 27.5 27.5
 Preferred Shares(3) 19.7
 Additional Paid-in Capital 425.5
 Debt $520.3
 Total Outstanding at June 30, 1993 520.3 501.3 56.1
 Estimated common shares issuable for
 completed acquisitions 109.8 5.3(2)
 Estimated common shares to be issued
 for pending acquisitions 60.8 2.6(2)
 Preferred shares redeemable for
 common shares 1.1(2)
 June 30, 1993 totals adjusted for
 anticipated acquisition-related
 transactions $520.3 $671.9 65.1(4) (1)The information in the table above and these footnotes assumes the
 issuance of USM shares in all instances in which USM has the choice
 to issue USM shares, TDS shares or cash.


(2)The aggregate 9.0 million common shares committed for issuance in
 future years are scheduled to be issued as follows: approximately
 2.5 million shares in 1993, 4.7 million in 1994 and 1.8 million in
 1995 and later years.


(3)Preferred shares are convertible into 1.1 million USM Common
 Shares.


(4)Assuming USM shares are issued in all instances in which USM has
 the choice to issue USM shares or cash, when all shares are issued
 for acquisitions and redemption of preferred shares, TDS will own
 78 percent of USM's common stock.
 UNITED STATES CELLULAR CORPORATION
 FINANCIAL HIGHLIGHTS
 (Unaudited)
 Three Months Ended Increase (Decrease)
 6/30/93 6/30/92 Amount Percent
 (Dollars in thousands, except per share amounts)
 Operating Revenues
 Service Revenues $ 55,621 $ 38,308 $ 17,313 45.2
 Equipment Sales 2,635 2,428 207 8.5
 Total 58,256 40,736 17,520 43.0
 Operating Expenses (excluding
 depreciation and amortization)
 System operations 16,389 11,613 4,776 41.1
 Marketing and selling 8,323 7,187 1,136 15.8
 Cost of equipment sold 4,510 3,784 726 19.1
 General and administrative 17,886 11,745 6,141 52.3
 Total 47,108 34,329 12,779 37.2
 Operating Cash Flow 11,148 6,407 4,741 74.0
 Depreciation 5,969 3,996 1,973 49.4
 Amortization of intangibles 4,619 3,142 1,477 47.0
 Total 10,588 7,138 3,450 48.3
 Operating Income (Loss)
 Before Minority Share 560 (731) 1,291 176.5
 Minority Share of Operating
 (Loss) (1,220) (827) (393) (47.6)
 Operating (Loss) (660) (1,558) 898 57.6
 Investment Income, Net of
 License Cost Amortization 4,219 2,966 1,253 42.2
 Other Income 1,563 524 1,039 198.0
 Interest Expense (8,916) (5,022) (3,894) (77.5)
 Income Tax Expense (401) (936) 535 57.1
 Net (Loss) $ (4,195) $ (4,026) $ (169) (4.2)
 Weighted Average Common and
 Series A Common
 Shares (000s) 54,836 50,287 4,549 9.0
 Net (Loss) Per Common Share $ (.08) $ (.08) $ -- 0.0
 Consolidated Net Revenue
 Subscribers 189,100 121,200 67,900 56.0
 Total Net Revenue Subscribers
 in All Managed Markets 221,100 142,600 78,500 55.0
 FINANCIAL HIGHLIGHTS
 (Unaudited)
 Six Months Ended Increase (Decrease)
 6/30/93 6/30/92 Amount Percent
 (Dollars in thousands, except per share amounts)
 Operating Revenues
 Service Revenues $101,055 $ 67,569 $ 33,486 49.6
 Equipment Sales 4,970 3,923 1,047 26.7
 Total 106,025 71,492 34,533 48.3
 Operating Expenses (excluding
 depreciation and amortization)
 System operations 29,541 21,129 8,412 39.8
 Marketing and selling 17,634 11,739 5,895 50.2
 Cost of equipment sold 8,381 6,510 1,871 28.7
 General and administrative 33,010 22,211 10,799 48.6
 Total 88,566 61,589 26,977 43.8
 Operating Cash Flow 17,459 9,903 7,556 76.3
 Depreciation 11,518 7,468 4,050 54.2
 Amortization of intangibles 8,761 5,846 2,915 49.9
 Total 20,279 13,314 6,965 52.3
 Operating Income (Loss)
 Before Minority Share (2,820) (3,411) 591 17.3
 Minority Share of Operating
 (Loss) (1,987) (1,684) (303) (18.0)
 Operating (Loss) (4,807) (5,095) 288 5.7
 Investment Income, Net of
 License Cost Amortization 7,050 5,998 1,052 17.5
 Gain on Sale of Cellular
 Interest -- 14,875 (14,875) (100.0)
 Other Income (Expense) 1,687 (268) 1,955 N/M
 Interest Expense (16,603) (9,466) (7,137) (75.4)
 Income Tax Expense (730) (1,786) 1,056 59.1
 Net Income (Loss) $(13,403) $ 4,258 $(17,661) N/M
 Weighted Average Common and
 Series A Common
 Shares (000s) 54,414 56,562 (2,148) (3.8)
 Net Income (Loss) Per Common
 Share $ (.25) $ .08 $ (.33) N/M
 Consolidated Net Revenue
 Subscribers 189,100 121,200 67,900 56.0
 Total Net Revenue Subscribers
 in All Managed Markets 221,100 142,600 78,500 55.0
 N/M Percent change not meaningful.
 Headquartered in Chicago, USM manages and invests in cellular systems throughout the United States. As of June 30, 1993, USM owned or had rights to acquire interests representing 22.3 million pops in 200 markets. At that date, USM managed operational systems serving 128 markets.
 Today, at 2 p.m. Central Daylight Time, TDS and USM will hold a joint news conference by phone to discuss second quarter 1993 and six months to date results of operations. The news conference is available by calling 800-837-1012. For further information, please contact Kenneth R. Meyers, vice president-Finance, at (312) 399-8900.
 -0- 7/28/93
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