<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE TRANSITION PERIOD FROM ___________ TO ___________.
COMMISSION FILE NUMBER 000-25441
VOICESTREAM WIRELESS CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
WASHINGTON 91-1956183
- --------------------------------------- ----------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
3650 131ST AVENUE S.E.,
BELLEVUE, WASHINGTON 98006
- --------------------------------------- ----------------------------------
(Address of principal executive offices) (Zip Code)
(425) 653-4600
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Title Shares Outstanding as of May 3, 1999
- --------------------------------------------------------------------------------
Common Stock, no par value 95,541,623
<PAGE> 2
VOICESTREAM WIRELESS CORPORATION
FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 1999
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Consolidated Balance Sheets
as of March 31, 1999, and December 31, 1998.................................................3
Consolidated Statements of Operations
for the Three Months Ended March 31, 1999, and March 31, 1998...............................4
Consolidated Statements of Cash Flows
for the Three Months Ended March 31, 1999, and March 31, 1998...............................5
Notes to Consolidated Financial Statements..................................................6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS .............................................12
PART II - OTHER INFORMATION........................................................................16
ITEM 1. LEGAL PROCEEDINGS.........................................................................16
ITEM 2. CHANGES IN SECURITIES.....................................................................16
ITEM 3. DEFAULTS UPON SENIOR SECURITIES...........................................................16
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.......................................16
ITEM 5. OTHER INFORMATION.........................................................................16
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K..........................................................16
</TABLE>
2
<PAGE> 3
VOICESTREAM WIRELESS CORPORATION
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
----------- -----------
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 10,925 $ 8,057
Accounts receivable, net of allowance for doubtful accounts of
$5,928 and $5,715, respectively 29,624 24,766
Inventory 14,407 20,182
Prepaid expenses and other current assets 10,642 6,393
----------- -----------
Total current assets 65,598 59,398
Property and equipment, net of accumulated depreciation
of $175,505 and $151,408, respectively 638,925 619,280
Licensing costs and other intangible assets, net of accumulated
amortization of $15,662 and $13,799, respectively 311,551 312,040
Investments in and advances to unconsolidated affiliates 90,958 60,938
Other assets 13,019
----------- -----------
$ 1,120,051 $ 1,051,656
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 4,319 $ 16,172
Accrued liabilities 57,975 45,566
Construction accounts payable 35,809 58,217
Payable to Western Wireless 22,504 5,071
----------- -----------
Total current liabilities 120,607 125,026
Long-term debt 690,000 540,000
Commitments (Note 6)
Shareholders' equity:
Preferred stock, no par value; 50,000,000 shares authorized;
no shares issued and outstanding
Common stock, no par value, and paid in capital; 300,000,000
shares authorized, 95,541,623 shares issued and outstanding 994,789 994,789
Deficit (685,345) (608,159)
----------- -----------
Total shareholders' equity 309,444 386,630
----------- -----------
$ 1,120,051 $ 1,051,656
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements
3
<PAGE> 4
VOICESTREAM WIRELESS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three months ended March 31,
----------------------------------
1999 1998
------------ ------------
<S> <C> <C>
Revenues:
Subscriber revenues $ 54,150 $ 22,143
Roamer revenues 1,742 644
Equipment sales 10,919 7,096
------------ ------------
Total revenues 66,811 29,883
------------ ------------
Operating expenses:
Cost of service 16,868 11,122
Cost of equipment sales 25,246 14,477
General and administrative 21,392 18,177
Sales and marketing 35,022 14,341
Depreciation and amortization 25,764 19,999
------------ ------------
Total operating expenses 124,292 78,116
------------ ------------
Operating loss (57,481) (48,233)
------------ ------------
Other income (expense):
Interest and financing expense, net (11,605) (11,167)
Equity in net loss of unconsolidated affiliates (10,710) (7,078)
Interest income and other 2,610 2,177
------------ ------------
Total other income (expense) (19,705) (16,068)
------------ ------------
Net loss $ (77,186) $ (64,301)
============ ============
Basic and diluted loss per common share $ (0.81) $ (0.75)
============ ============
Weighted average common shares used in computing
basic and diluted loss per common share 95,541,600 85,614,000
============ ============
</TABLE>
See accompanying notes to consolidated financial statements
4
<PAGE> 5
VOICESTREAM WIRELESS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three months ended March 31,
----------------------------
1999 1998
--------- ---------
<S> <C> <C>
Operating activities:
Net loss $ (77,186) $ (64,301)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 25,764 19,999
Equity in net loss of unconsolidated affiliates 10,710 7,078
Other, net 204 13
Changes in operating assets and liabilities, net of effects from
consolidating acquired interests:
Accounts receivable, net (4,858) 1,815
Inventory 5,775 10,526
Prepaid expenses and other current assets (4,249) (1,411)
Accounts payable (11,853) 534
Accrued liabilities 3,419 1,986
--------- ---------
Net cash used in operating activities (52,274) (23,761)
--------- ---------
Investing activities:
Purchase of property and equipment (62,198) (15,238)
Additions to licensing costs and other intangible assets (1,374) (7,196)
Investments in and advances to unconsolidated affiliates (40,730) (1,747)
--------- ---------
Net cash used in investing activities (104,302) (24,181)
--------- ---------
Financing activities:
Proceeds from issuance of common stock, net 244,789
Additions to long-term debt 150,000
Advances from (repayment to) Western Wireless, net 9,444 (77,120)
--------- ---------
Net cash provided by financing activities 159,444 167,669
--------- ---------
Change in cash and cash equivalents 2,868 119,727
Cash and cash equivalents, beginning of period 8,057 337
--------- ---------
Cash and cash equivalents, end of period $ 10,925 $ 120,064
========= =========
</TABLE>
See accompanying notes to consolidated financial statements
5
<PAGE> 6
VOICESTREAM WIRELESS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. ORGANIZATION:
VoiceStream Wireless Corporation ("VoiceStream") provides wireless
communications services in urban markets in the United States through the
ownership and operation of personal communications services ("PCS") licenses.
VoiceStream has commenced commercial operations in eleven markets under the
VoiceStream(R) brand name using the GSM technology. Additionally, VoiceStream
PCS services are offered in four additional markets in conjunction with joint
ventures.
VoiceStream was formed in 1994 as "Western PCS Corporation". As of March 31,
1999, VoiceStream was an 80.1% owned subsidiary of Western Wireless Corporation
("Western Wireless"). The remaining 19.9% was owned by Hutchison Telecommunica-
tions PCS (USA) Limited, a subsidiary of Hutchison Whampoa Limited, a Hong Kong
company. On May 3, 1999, VoiceStream legally separated from Western Wireless'
other operations (the "Spin-off"). As of that date, Western Wireless distributed
all of its interest in VoiceStream to its shareholders. Although VoiceStream has
been operated separately from Western Wireless' other operations and has been a
separate legal entity since its inception, the Spin-off establishes VoiceStream
as a stand-alone entity with objectives separate from those of Western Wireless.
VoiceStream expects to incur significant operating losses and to generate
negative cash flows from operating activities during the next several years
while it expands its PCS systems and customer base. These losses are expected to
be financed through borrowings or the issuance of new debt or additional equity.
There can be no assurance that such funds will be available to VoiceStream on
acceptable or favorable terms.
The accompanying interim consolidated financial statements and the financial
information included herein are unaudited, but reflect all adjustments which
are, in the opinion of management, necessary for a fair presentation of the
financial position, results of operations and cash flows for the periods
presented. All such adjustments are of a normal, recurring nature. Results of
operations for interim periods presented herein are not necessarily indicative
of results of operations for the entire year.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Loss per common share
Loss per common share is calculated using the weighted average number of
shares of outstanding common stock during the period. The number of shares
outstanding has been calculated based on the requirements of SFAS No. 128,
"Earnings Per Share." Due to the net loss incurred during the periods presented,
all options outstanding are anti-dilutive, thus basic and diluted loss per share
are equal.
Supplemental cash flow disclosure
Cash paid for interest (net of amounts capitalized) was $12.7 million for
the three months ended March 31, 1999 and $6.1 million for the same period in
1998.
There were no non-cash investing and financing activities for the three
months ended March 31, 1999. Non-cash investing and financing activities
included $12.2 million for the contribution of wireless licenses to a joint
venture for the three months ended March 31, 1998.
Capitalized interest
VoiceStream's PCS licenses and wireless communications systems represent
qualified assets pursuant to SFAS No. 34, "Capitalization of Interest Cost."
VoiceStream capitalized interest of $1.6 million during the three months ended
March 31, 1999. There was no capitalized interest for the same period in 1998.
6
<PAGE> 7
VOICESTREAM WIRELESS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (CONTINUED):
Recently issued accounting standards
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." It requires the
recognition of all derivatives as either assets or liabilities and the
measurement of those instruments at fair value. The required adoption period is
effective for the issuance of VoiceStream's March 31, 2000, quarterly financial
statements. The implementation of SFAS No. 133 is not expected to have a
material impact on VoiceStream's financial position or results of operations.
3. PROPERTY AND EQUIPMENT:
<TABLE>
<CAPTION>
(Dollars in thousands) MARCH 31, DECEMBER 31,
1999 1998
--------- ---------
<S> <C> <C>
Land, buildings, and improvements $ 21,080 $ 15,549
Wireless communications systems 538,589 459,710
Furniture and equipment 57,815 57,840
--------- ---------
617,484 533,099
Less accumulated depreciation (175,505) (151,408)
--------- ---------
441,979 381,691
Construction in progress 196,946 237,589
--------- ---------
$ 638,925 $ 619,280
========= =========
</TABLE>
Depreciation expense was $22.9 million during the three months ended March
31, 1999 and $18.5 million for the same period in 1998.
4. INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES:
A subsidiary of VoiceStream holds a 49.9% interest in Cook Inlet Western
Wireless PV/SS PCS, LP ("Cook Inlet PCS"). VoiceStream funded the operations of
Cook Inlet PCS during the three months ended March 31, 1999, and 1998 through
loans evidenced by promissory notes which are due 180 days after the date of
issuance. The weighted average interest rate was 15% for the first quarter 1999.
All promissory notes that have come due were replaced with new promissory notes.
The total investment in Cook Inlet PCS, including advances under such promissory
notes, was $55.1 million at March 31, 1999.
In January 1999, certain partners of Cook Inlet PCS, including VoiceStream,
formed another joint venture, Cook Inlet/VoiceStream PCS LLC ("CIVS"), (of which
49.9% is owned by VoiceStream) to participate in the FCC's reauction of C and F
Block licenses in 1999. VoiceStream contributed $25 million in March 1999 to the
deposit required by the FCC to participate in the reauction. This auction was
completed in April 1999 and resulted in CIVS as the high bidder for 28 licenses,
for an aggregate amount of $192 million.
7
<PAGE> 8
VOICESTREAM WIRELESS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
4. INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES - (CONTINUED):
CIVS has reached an agreement in principle with an infrastructure equipment
vendor whereby such vendor would provide to CIVS a $725 million senior credit
facility and a $100 million subordinated facility, and would agree to acquire
certain equipment, software and services from such vendor. The agreement in
principle contemplates that the net proceeds of the senior secured facility and
the subordinated facility would be used to finance capital expenditures and for
working capital. The effectiveness of the senior secured facility and the
subordinated facility will be conditioned upon CIVS acquiring licenses for BTA's
covering at least 2 million persons. The amount available for borrowing pursuant
to the senior credit facility and the subordinated facility will be based upon
the aggregate number of persons covered by licenses for BTA's acquired by CIVS,
with $825 million in the aggregate being available if CIVS acquires licenses for
BTA's covering at least 15 million persons and such availability being ratably
reduced if CIVS acquired licenses for BTA's covering fewer than 15 million
persons. Although CIVS is working diligently with the vendor to prepare formal
contracts, there can be no assurance that formal contracts will be executed or
that such funds will be available to CIVS.
5. LONG-TERM DEBT:
<TABLE>
<CAPTION>
(Dollars in thousands) MARCH 31, DECEMBER 31,
1999 1998
-------- --------
<S> <C> <C>
Credit Facility:
Revolver ................. $440,000 $290,000
Term loan ................ 250,000 250,000
-------- --------
$690,000 $540,000
======== ========
</TABLE>
In June 1998, a wholly owned subsidiary of VoiceStream entered into a $1
billion credit facility with a consortium of lenders (the "Credit Facility").
The Credit Facility consists of $500 million in revolving credit and $250
million in a delayed draw term loan (collectively the "Revolver"), and a term
loan (the "Term Loan") for $250 million.
The Credit Facility requires VoiceStream to enter into interest rate swap
and cap agreements to manage the interest rate exposure pertaining to borrowings
under the Credit Facility. VoiceStream had entered into interest rate caps and
swaps with a total notional amount of $325 million at March 31, 1999. Generally
these instruments have initial terms ranging from 1 to 4 years and effectively
convert variable rate debt to fixed rate. The weighted average interest rate
under these agreements was approximately 6.06% during the three months ended
March 31, 1999. The amount of unrealized gain or loss attributable to changing
interest rates at March 31, 1999, was not material.
The aggregate amounts of principal maturities of VoiceStream's long-term
debt at March 31, 1999, are as follows:
<TABLE>
<S> <C>
Nine months ending December 31, 1999.......................................... $ 0
Year ending December 31,
2000.......................................................................... 0
2001.......................................................................... 24,500
2002.......................................................................... 46,500
2003.......................................................................... 68,500
Thereafter.................................................................... 550,500
--------
$690,000
========
</TABLE>
8
<PAGE> 9
VOICESTREAM WIRELESS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
5. LONG-TERM DEBT - (CONTINUED):
In May 1999, one of VoiceStream's infrastructure equipment vendors purchased
$400 million of VoiceStream's newly issued 12% senior notes (the "Senior
Notes"). The Senior Notes will mature on May 15, 2011, and are redeemable after
five years at VoiceStream's option in whole, or from time to time in part, at
varying redemption prices. Interest is payable semi-annually beginning November
15, 1999. Through the fifth anniversary of the issuance date, VoiceStream has
the option to pay interest in cash or by issuance of additional senior notes in
the aggregate principal amount equal to the amount of such interest. The Senior
Notes contain certain restrictive covenants which impose limitations on the
operations and activities of VoiceStream and its subsidiaries, including, but
not limited to, limitations on incurrence of other indebtedness, the creation of
liens, the sale of assets, and certain investments and acquisitions.
6. COMMITMENTS:
Future minimum payments required under operating leases and agreements that
have initial or remaining noncancellable terms in excess of one year as of March
31, 1999, are summarized below (dollars in thousands):
<TABLE>
<S> <C>
Nine months ending December 31, 1999 ....... $ 19,669
Year ending December 31,
2000 ....................................... 25,119
2001 ....................................... 20,807
2002 ....................................... 13,328
2003 ....................................... 9,299
Thereafter ................................. 18,511
--------
$106,733
========
</TABLE>
Aggregate rental expense for all operating leases was approximately $6.8
million during the three months ended March 31, 1999, and $4.3 million for the
same period in 1998.
In order to ensure adequate supply and availability of certain inventory
requirements and service needs, VoiceStream has committed to purchase PCS
equipment from various suppliers. The aggregate amount of these commitments
total approximately $450 million. At March 31, 1999, VoiceStream has ordered
approximately $371 million under all of these agreements, of which approximately
$29.4 million is outstanding.
VoiceStream and its affiliates have various other purchase commitments for
materials, supplies and other items incident to the ordinary course of business
which are neither significant individually nor in the aggregate. Such
commitments are not at prices in excess of current market value.
7. RELATED PARTY TRANSACTIONS:
VoiceStream's financial statements include an allocation of certain
centralized costs that were incurred by Western Wireless and benefit all of its
operations, including those of VoiceStream. Such centralized items include the
costs of customer service and accounting to support these functions. These items
are allocated to the respective operational units in a manner that reflects the
relative time devoted to each of the operational units. VoiceStream was
allocated costs of $3.3 million for the three months ended March 31, 1999, and
$8.4 million for the three months ended March 31, 1998. Management believes that
the financial information presented fairly reflects the results of operations
had VoiceStream been a stand alone entity. Therefore, no proforma presentation
is provided. Management believes that allocations reflected in the financial
statements are reasonable; however, the financial information included herein is
not necessarily indicative of the financial position, results of operations or
cash flows of VoiceStream in the future.
9
<PAGE> 10
VOICESTREAM WIRELESS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
7. RELATED PARTY TRANSACTIONS - (CONTINUED):
After the Spin-off, the net operating loss ("NOL") carryforwards resulting
from VoiceStream's cumulative tax losses will remain with VoiceStream. Pursuant
to a tax sharing agreement entered into at the time of the Hutchison investment,
VoiceStream will pay Western Wireless an amount representative of the tax
benefit of NOLs generated while VoiceStream was a wholly-owned subsidiary of
Western Wireless. On April 30, 1999, VoiceStream signed a promissory note in the
amount of $20 million to be paid to Western Wireless for these NOLs.
8. OTHER TRANSACTIONS:
In connection with the Spin-off, VoiceStream will issue a substantial number
of stock options. Issuance of such options may result in a non-cash charge to
earnings during the second quarter of 1999, depending on the public trading
price of the shares of VoiceStream and Western Wireless following the Spin-off.
10
<PAGE> 11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
LITIGATION REFORM ACT OF 1995.
Statements contained or incorporated by reference herein that are not based on
historical fact, including without limitation statements containing the words
"believes," "may," "will," "estimate," "continue," "anticipates," "intends,"
"expects" and words of similar import, constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that may cause the actual results, events or developments to be
materially different from any future results, events or developments expressed
or implied by such forward-looking statements. Such factors include, among
others, the following: general economic and business conditions, both nationally
and in the regions in which VoiceStream Wireless Corporation ("VoiceStream")
operates; technology changes; competition; changes in business strategy or
development plans; the high leverage of VoiceStream; the ability to attract and
retain qualified personnel; existing governmental regulations and changes in, or
the failure to comply with, governmental regulations; liability and other claims
asserted against VoiceStream; VoiceStream's and its third-party suppliers'
ability to take corrective action in a timely manner with respect to the year
2000 issue; and other factors referenced in VoiceStream's filings with the
Securities and Exchange Commission. Given these uncertainties, readers are
cautioned not to place undue reliance on such forward-looking statements.
VoiceStream disclaims any obligation to update any such factors or to publicly
announce the result of any revisions to any of the forward-looking statements
contained herein to reflect future results, events or developments,
The following is a discussion and analysis of the consolidated financial
condition and results of operations of VoiceStream and should be read in
conjunction with VoiceStream's consolidated financial statements and notes
thereto and other financial information included herein and in VoiceStream's
Form 10 for the year ended December 31, 1998. Due to the phase of the business
cycle of VoiceStream's personal communications services ("PCS") operations,
VoiceStream's operating results for prior periods may not be indicative of
future performance.
OVERVIEW
VoiceStream Wireless Corporation ("VoiceStream") provides wireless
communications services in urban markets in the United States through the
ownership and operation of PCS licenses. VoiceStream has commenced commercial
operations in eleven markets under the VoiceStream(R) brand name using the GSM
technology. Additionally, VoiceStream PCS services are offered in four
additional markets in conjunction with joint ventures.
VoiceStream was formed in 1994 as "Western PCS Corporation". As of March
31, 1999, VoiceStream was an 80.1% owned subsidiary of Western Wireless
Corporation, ("Western Wireless"). The remaining 19.9% was owned by Hutchison
Telecommunications PCS (USA) Limited, a subsidiary of Hutchison Whampoa Limited,
a Hong Kong company. On May 3, 1999, VoiceStream legally separated from Western
Wireless' other operations (the "Spin-off"). As of that date, Western Wireless
distributed all of its interest in VoiceStream to its shareholders. Although
VoiceStream has been operated separately from Western Wireless' other operations
and has been a separate legal entity since its inception, the Spin-off
establishes VoiceStream as a stand-alone entity with objectives separate from
those of Western Wireless.
VoiceStream did not commence operations in any of its markets until
February 1996. From that date through the end of 1996 VoiceStream launched
service in six markets: Honolulu, Portland, Salt Lake City, Albuquerque,
Oklahoma City and Des Moines. In 1997, VoiceStream launched service in El Paso,
Boise and Denver. In 1998, VoiceStream launched service in Phoenix/Tucson and in
February of 1999, launched service in Seattle. Due to the varying dates at which
each of the markets became operational, the expenses and revenues incurred
during any period may not be comparable to another period and may not be
representative of future operations. Additionally, during each period being
discussed a portion of the operating expenses was related to start-up costs
incurred before the commencement of operations in each of the markets. Exclusive
of depreciation and amortization expense, which was not material, approximately
$0.8 million of start-up costs were incurred during the three months ended March
31, 1999, and $0.6 million for the same period in 1998.
In connection with the Spin-off, VoiceStream will issue a substantial
number of stock options. Issuance of such options may result in a non-cash
charge to earnings during the second quarter of 1999, depending on the public
trading price of the shares of VoiceStream and Western Wireless following the
Spin-off.
11
<PAGE> 12
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
VoiceStream had 417,300 subscribers at March 31, 1999, a 29.4% increase
from December 31, 1998. VoiceStream had 164,600 subscribers at March 31, 1998, a
28.0% increase from December 31, 1997.
The following table sets forth certain financial data as it relates to
VoiceStream's operations:
<TABLE>
<CAPTION>
(Dollars in thousands) THREE MONTHS ENDED MARCH 31,
--------------------------------------------------
1999 % CHANGE 1998
----------- ---------- ---------
<S> <C> <C> <C>
Revenues:
Subscriber revenues $ 54,150 144.5% $ 22,143
Roamer revenues 1,742 170.5% 644
Equipment revenues 10,919 53.9% 7,096
--------- ---------
Total revenues 66,811 29,883
Operating expenses:
Cost of service 16,868 51.7% 11,122
Cost of equipment sales 25,246 74.4% 14,477
General and administrative 21,392 17.7% 18,177
Sales and marketing 35,022 144.2% 14,341
Depreciation and amortization 25,764 28.8% 19,999
--------- ---------
Total operating expenses 124,292 78,116
--------- ---------
Other income (expense) (19,705) 22.6% (16,068)
--------- ---------
Net Loss $ (77,186) 20.0% $ (64,301)
========= =========
EBITDA $ (31,717) 12.3% $ (28,234)
========= =========
Cash flows provided by (used in):
Operating activities $ (52,274) 120.0% $ (23,761)
========= =========
Investing activities $(104,302) 331.3% $ (24,181)
========= =========
Financing activities $ 159,444 (4.9)% $ 167,669
========= =========
</TABLE>
REVENUES
The increase in subscriber revenues is primarily due to the increase in
the number of subscribers. The increase in subscribers is due to the higher
number of operational markets during each period and the relative maturity of
VoiceStream's operations in these markets. Offsetting this increase is a
decrease in the average monthly subscriber revenue per average subscriber
("ARPU"). ARPU was $48.80 for the first quarter 1999 compared to $50.35 for the
first quarter 1998. The decrease in ARPU is primarily due to the change in
strategy beginning in 1998, signified by the "Get More" advertising campaign. In
this campaign, subscribers get more value from their wireless service through
lower priced rate plans that include high minutes of use. Revenues from prepaid
customers of $0.9 million are included in subscriber revenues for the first
quarter 1999.
Roamer revenues are a result of VoiceStream's continuing effort to
procure domestic and international roaming agreements with other carriers.
VoiceStream expects roamer revenues to increase in 1999 due to increased
wireless subscribers and VoiceStream's expanded coverage.
Equipment sales increased as a result of more handsets sold. The
increase in handsets sold is due to the number of operational markets during
each period and the relative maturity of VoiceStream's operations in these
markets. Offsetting this increase is a decrease in the average handset selling
price, which is the result of lower handset costs and the competitive
environment. VoiceStream anticipates continued growth in equipment sales as a
result of increases in subscriber additions and the commencement of commercial
operations in other markets.
OPERATING EXPENSES
12
<PAGE> 13
Cost of service expenses represent expenses incurred only by
operational markets. The increase in cost of service is primarily attributable
to the increased costs of maintaining the expanding wireless network as a result
of new markets becoming operational. Cost of service as a percentage of service
revenues declined to 30.2% in the first quarter 1999 from 48.8% in the first
quarter 1998 due to efficiencies gained from the growing subscriber base. While
cost of service expenses are expected to grow in 1999 due to the growth in
subscribers and operating markets,
VoiceStream expects the cost of service as a percentage of service
revenue to decline as greater economies of scale are realized.
Cost of equipment sales increased primarily due to the increase in
handsets sold, offset by a decrease in the average cost of handsets sold.
VoiceStream expects this trend to continue in 1999. Although subscribers
generally are responsible for purchasing or otherwise obtaining their own
handsets, VoiceStream has historically sold handsets below cost to respond to
competition and general industry practice and expects to continue to do so in
the future.
The increase in general and administrative expenses is primarily
attributable to the increased costs associated with supporting a larger
subscriber base. General and administrative costs per average subscriber were
$19.28 for the first quarter 1999 compared to $41.33 for the first quarter 1998.
This decrease is largely the result of efficiencies gained from a larger
subscriber base. While general and administrative expenses are expected to grow
in 1999 due to the growth in subscribers and operating markets, VoiceStream
expects the costs per average subscriber to decline as greater economies of
scale are realized.
The increase in sales and marketing costs each year is primarily due to
the increase in subscribers added. Sales and marketing costs per net subscriber
added, including the loss on equipment sales, was $520 for the first quarter
1999 compared to $603 for the first quarter 1998. This decrease is largely the
result of efficiencies gained from larger subscriber additions. Sales and
marketing costs are expected to increase in 1999 due to the anticipated growth
in subscriber additions.
The increase in depreciation and amortization expenses is attributable
to the continued expansion of the wireless systems. FCC licenses are not
amortized until the related market is operational. These expenses will increase
as new markets become operational.
EBITDA
EBITDA represents operating income (loss) before depreciation and
amortization. Management believes EBITDA provides meaningful additional
information on VoiceStream's operating results and on its ability to service its
long-term debt and other fixed obligations and to fund VoiceStream's continuing
growth. EBITDA is considered by many financial analysts to be a meaningful
indicator of an entity's ability to meet its future financial obligations, and
growth in EBITDA is considered to be an indicator of future profitability,
especially in a capital-intensive industry such as wireless telecommunications.
EBITDA should not be construed as an alternative to operating income (loss) as
determined in accordance with United States GAAP, as an alternate to cash flows
from operating activities (as determined in accordance with GAAP), or as a
measure of liquidity. Because EBITDA is not calculated in the same manner by all
companies, VoiceStream's presentation may not be comparable to other similarly
titled measures of other companies.
The increase in negative EBITDA for the first quarter 1999 compared to
the first quarter 1998 is attributable to the increase in marketing costs
associated with the launch of operations in the Seattle market in the first
quarter of 1999, offset by increased revenues and operating efficiencies gained
from the growing subscriber base. VoiceStream expects EBITDA to improve through
1999 for its operational markets; however, the commencement of operations in new
markets will slow and could reverse this improvement.
OTHER INCOME (EXPENSE)
The increase in interest and financing expense in the first quarter of
1999 from the first quarter of 1998 is due to the increase in long-term debt.
Long-term debt was incurred primarily to fund the capital expenditures
associated with the build-out of the wireless systems. Interest expense will
increase in 1999 as a result of increased borrowings to fund the expansion of
the wireless network. The weighted average interest rate, before the effect of
capitalized interest, was 8.8% in the first quarter 1999 and 9.1% in the first
quarter 1998.
13
<PAGE> 14
NET LOSS
The increase in net loss is attributable to the increase in marketing
costs associated with the launch of operations in the Seattle market in the
first quarter of 1999, offset by increased revenues and operating efficiencies
gained from the growing subscriber base. Additionally, VoiceStream's portion of
the loss in its unconsolidated affiliates is greater due to increase in costs
associated with the launch of operations in the Spokane market for its Cook
Inlet PCS investment in the first quarter of 1999. VoiceStream expects net loss
to improve in 1999 for its operational markets; however, the commencement of
operations in new markets will slow and could reverse this trend. Additionally,
the non-cash charge related to stock options to be issued in connection with the
Spin-off will increase the net loss in 1999.
LIQUIDITY AND CAPITAL RESOURCES
VoiceStream, through a wholly-owned subsidiary, has a credit facility
with a consortium of lenders (the "Credit Facility") consisting of $500 million
in revolving credit and $500 million in term loans. As of March 31, 1999, $690
million was outstanding under the Credit Facility. The amount which VoiceStream
can borrow under the Credit Facility is reduced beginning in 2001, the same year
in which repayment of the Credit Facility begins. Debt under the Credit Facility
matures on December 31, 2006, for the revolver and the delayed draw term loan,
and June 30, 2007, for the other $250 million term loan. The borrowings under
the Credit Facility bear interest at variable rates. Substantially all the
assets of VoiceStream, other than certain licenses acquired in the FCC's D and E
Block auctions, the Cook Inlet PCS and CIVS investment interests and certain
other assets and investments, are pledged as security for such debt. The terms
of the Credit Facility restrict, among other things, the sale of assets,
distribution of dividends or other distributions and loans. As of April 1, 1999,
the amount available to borrow under the Credit Facility, which is restricted by
certain financial covenants, was $127 million.
For the remainder of 1999, VoiceStream anticipates spending
approximately $140 million for the continued expansion of its operating markets
and $100 million for the development and expansion of new markets (both amounts
include VoiceStream's anticipated spending by Cook Inlet PCS). VoiceStream will
use cash on hand and amounts available for borrowing under the Credit Facility
for such purposes. In addition, further funds (which may be significant) will be
required to finance the continued growth of its operations, including the
build-out of its markets, provide for working capital and service debt. The
build-out of additional systems by VoiceStream will require substantial
additional funds. The capital cost of completing the project in any particular
market, and overall, could vary materially from current estimates. If adequate
funds are not available from its existing capital resources, VoiceStream may be
required to curtail its service operations or to obtain additional funds. The
terms of any additional funds may be less favorable than those contained in
current arrangements. In addition to the aforementioned capital expenditures
VoiceStream expects to make in 1999, VoiceStream has noncancellable lease
agreements for various facilities, including cell-site locations, of
approximately $25 million in 1999. The sources of funding for such expenditures
will come from the same sources as discussed above.
In May 1999, one of VoiceStream's infrastructure equipment vendors
purchased $400 million of VoiceStream's newly issued 12% senior notes (the
"Senior Notes"). The Senior Notes will mature on May 15, 2011, and are
redeemable at VoiceStream's option in whole, or from time to time in part, at
varying redemption prices. Interest is payable semi-annually beginning November
15, 1999. Through the fifth anniversary of the issuance date, VoiceStream has
the option to pay interest in cash or by issuance of additional senior notes in
the aggregate principal amount equal to the amount of such interest. The Senior
Notes contain certain restrictive covenants which impose limitations on the
operations and activities of VoiceStream and its subsidiaries, including, but
not limited to, limitations on incurrence of other indebtedness, the creation of
liens, the sale of assets, and certain investments and acquisitions. The net
proceeds of the sale of the Senior Notes will be used to finance capital
expenditures, for working capital purposes, to finance permitted investments and
acquisitions and other general corporate purposes. As a result of the issuance
of the Senior Notes, the amount available to borrow under the Credit Facility as
of April 1, 1999, would have been greater by $183 million, to a total of $310
million.
A wholly owned subsidiary of VoiceStream holds a 49.9% interest in Cook
Inlet PCS. Cook Inlet PCS is subject to the FCC's build-out requirements and
will require significant additional amounts to complete the build-out of its PCS
systems and to meet the government debt service requirements on C and F Block
licenses. No principal payments on
14
<PAGE> 15
these licenses are due in 1999. The potential sources of such additional funding
include vendor loans, loans or capital contributions by the partners of Cook
Inlet PCS or other third party financing. To date, VoiceStream has funded the
operations of Cook Inlet PCS through the issuance of promissory notes.
VoiceStream does not have any further commitments to fund Cook Inlet PCS. At
March 31, 1999, VoiceStream had advanced funds totaling $79.0 million to Cook
Inlet PCS under such promissory notes.
In January 1999, certain partners of Cook Inlet PCS, including
VoiceStream, formed another joint venture, Cook Inlet/VoiceStream PCS LLC
("CIVS"), (of which 49.9% is owned by VoiceStream) to participate in the FCC's
reauction of C and F Block licenses in 1999. VoiceStream contributed $25 million
in March 1999 to the deposit required by the FCC to participate in the
reauction. This auction was completed in April 1999 and resulted in CIVS as the
high bidder for 28 licenses, for an aggregate amount of $192 million. These
licenses are anticipated to be granted during the second quarter of 1999.
VoiceStream received a refund of $4 million of its initial $25 million deposit
from the FCC in April 1999. VoiceStream has committed to fund an additional $102
million to the purchase price of the licenses, which is anticipated to be paid
in the second quarter.
CIVS has reached an agreement in principle with an infrastructure
equipment vendor whereby such vendor would provide to CIVS a $725 million senior
credit facility and a $100 million subordinated facility, and CIVS would agree
to acquire certain equipment, software and services from such vendor. The
agreement in principle contemplates that the net proceeds of the senior secured
facility and the subordinated facility would be used to finance capital
expenditures and for working capital. The effectiveness of the senior secured
facility and the subordinated facility will be conditioned upon CIVS acquiring
licenses for BTA's covering at least 2 million persons. The amount available for
borrowing pursuant to the senior credit facility and the subordinated facility
will be based upon the aggregate number of persons covered by licenses for BTA's
acquired by CIVS, with $825 million in the aggregate being available if CIVS
acquires licenses for BTA's covering at least 15 million persons and such
availability being ratably reduced if CIVS acquired licenses for BTA's covering
fewer than 15 million persons. The 28 licenses which CIVS was the high bidder on
have a population in excess of 15 million. Although CIVS is working diligently
with the vendor to prepare formal contracts, there can be no assurance that
formal contracts will be executed or that such funds will be available to CIVS.
After the Spin-off, the NOL carryforwards resulting from VoiceStream's
cumulative tax losses will remain with VoiceStream. Pursuant to a tax sharing
agreement entered into at the time of the Hutchison Investment, VoiceStream will
pay Western Wireless an amount representative of the tax benefit of NOLs
generated while VoiceStream was a wholly-owned subsidiary of Western Wireless.
On April 30, 1999, VoiceStream signed a promissory note in the amount of $20
million to be paid to Western Wireless for these NOLs. This amount will be paid
in full during the second quarter of 1999.
Net cash used in operating activities was $52.3 million in the first
quarter 1999. Adjustments to the $77.2 million net loss to reconcile to net cash
used in operating activities included $25.8 million of depreciation and
amortization, and $10.7 million for equity in the net loss of unconsolidated
subsidiaries. Other adjustments included changes in operating assets and
liabilities, including: (i) a decrease of $11.9 million in accounts payable due
to the timing of payments made; and (ii) a decrease of $5.8 million in
inventory, due to the increase in handset sales in the first quarter 1999. Net
cash used in operating activities was $23.8 million in the first quarter 1998.
Net cash used in investing activities was $104.3 million in the first
quarter 1999. Investing activities consisted primarily of: (i) purchases of
property and equipment of $62.2 million, largely related to the build-out of the
wireless network; and (ii) investments in and advances to unconsolidated
affiliates of $40.7 million, primarily attributable to advances to Cook Inlet
PCS for working capital and purchases of property and equipment. Net cash used
in investing activities was $24.2 million in the first quarter 1998.
Net cash provided by financing activities was $159.4 million in 1999.
Financing activities consisted primarily of net borrowings on long-term debt of
$150.0 million. Net cash provided by financing activities was $167.7 million in
the first quarter 1998.
In the ordinary course of business, VoiceStream continues to evaluate
acquisitions, joint ventures and other potential business transactions. Any such
transactions would be financed with the borrowings under the Credit Facility,
the Senior Notes or through the issuance of additional debt or the sale of
additional equity. There can be no assurance that such funds will be available
to VoiceStream on acceptable or favorable terms.
15
<PAGE> 16
SEASONALITY
VoiceStream, and the wireless communications industry in general, have
historically experienced significant subscriber growth during the fourth
calendar quarter. Accordingly, during such quarter VoiceStream experiences
greater losses on equipment sales and increases in sales and marketing expenses.
VoiceStream expects this trend to continue.
YEAR 2000 ISSUES
Voicestream, like most businesses, will be required to modify
significant portions of its information technology ("IT") and non-IT systems so
that they will function properly in the year 2000. Any of VoiceStream's, or its
vendor's IT and non-IT systems that have date-sensitive software may recognize a
date using "00" as the year 1900 rather than the year 2000. VoiceStream's IT and
non-IT systems that are being addressed include: its wireless networks; system
which interconnect its wireless networks with landline systems; systems which
allow verification and billing of roaming traffic; internal communication and
data processing systems; billing software and related elements; and systems of
third party suppliers, including those of financial institutions,
payroll/benefits processors and credit bureaus.
Much of VoiceStream's technology, including technology associated with
its critical systems, is purchased from third parties. VoiceStream is dependent
on those third parties to assess the impact of the year 2000 issue on the
technology and services they supply and to take any necessary corrective action.
VoiceStream cannot assure that these third parties will have taken the necessary
corrective action prior to the year 2000.
VoiceStream has adopted a remediation plan to become year 2000
compliant. This plan consists of four key phases: (1) inventory of all systems,
(2) research, including obtaining information from third parties to determine
whether they have accurately assessed the problem and taken corrective action,
(3) implementation of and testing remediation efforts, (4) development of
contingency plans. VoiceStream has completed the first two phases of its plan
and is currently testing and remediating its critical systems and developing
contingency plans to address the year 2000 issue. VoiceStream expects to
substantially complete the third and fourth phases by the end of the third
quarter of 1999. Critical systems are those whose failure poses a risk of
disruption to VoiceStream's ability to provide wireless services, to collect
revenues, to meet safety standards, or to comply with legal requirements.
VoiceStream expects to incur internal staff costs as well as consulting and
other expenses related to infrastructure and facilities enhancements necessary
to complete the remediation of the systems for the year 2000. VoiceStream cannot
assure that the remediation of its critical systems will be complete by the year
2000.
While costs incurred to date to address the year 2000 issue have not
been significant, VoiceStream expects to incur incremental consolidated expenses
of not more than $5 million through the end of 1999 to implement its plan for
its consolidated critical systems. In addition, VoiceStream has redeployed
internal resources to address the problem. The majority of these expenses will
be incurred in the first half of 1999. Additionally, VoiceStream will incur
capitalized costs that represent ongoing investment in new systems and system
upgrades, the timing of which is being accelerated to facilitate year 2000
compliance and which is not expected to have a material impact on VoiceStream's
financial position or results of operations. This estimate assumes that third
party suppliers have accurately assessed the compliance of their products and
that they will successfully correct the issue in non-compliant products. Because
of the complexity of correcting the year 2000 issue, actual costs may vary from
this estimate.
Based on its current assessments and its remediation plan, which are
based in part upon certain representations of third parties, VoiceStream expects
that it will not experience a disruption of its operations as a result of the
change to the year 2000. However, there can be no assurance that either
VoiceStream or the third parties who have supplied technology used in
VoiceStream's critical systems will be successful in taking corrective action in
a timely manner. As part of its plan, VoiceStream has developed, and is
continuing to develop, contingency plans for its critical systems which include,
among other things, identifying a core system of cell sites that are being
designed to operate for extended periods for mobile to mobile service
independent of external power supplies and landline telephone services.
VoiceStream believes that these contingency plans will mitigate service
disruption; however, VoiceStream cannot guarantee this. VoiceStream will
continuously test and update these plans and systems as long as necessary.
16
<PAGE> 17
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no material, pending legal proceedings to which
VoiceStream or any of its subsidiaries or affiliates is a party or of
which any of their property is subject which, if adversely decided,
would have a material adverse effect on VoiceStream.
ITEM 2. CHANGES IN SECURITIES
Effective April 9, 1999, VoiceStream reincorporated under the
laws of the State of Washington through a merger of VoiceStream Wireless
Corporation, a Delaware corporation, with and into VoiceStream Wireless
Corporation, a Washington Corporation ("VoiceStream"), (the
"Reincorporation Merger"). VoiceStream, at the time of the
Reincorporation Merger, was an 80.1% subsidiary of Western Wireless
Corporation, a Washington corporation. Descriptions of VoiceStream's
Common Stock and Preferred Stock are incorporated herein by reference to
the "Description of Registrant's Securities to be Registered" section of
VoiceStream's Registration Statement on Form 10/A (Commission File No.
000-25441).
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) A special meeting of shareholders of VoiceStream Wireless
Corporation was held on April 8, 1999, prior to the Spin-off.
(b) The following directors were elected to serve a one year term: John
W. Stanton, John L. Bunce, Mitchell L. Cohen, Daniel J. Evans,
Canning Fok, Donald Guthrie, Jonathan M. Nelson, Terence M. O'Toole,
Hans Snook and Robert R. Stapleton.
(c) The following matters were voted at the meeting:
<TABLE>
<CAPTION>
1. For the election of directors:
For Withheld
--- --------
<S> <C> <C>
John W. Stanton 95,541,623 0
John L. Bunce 95,541,623 0
Mitchell L. Cohen 95,541,623 0
Daniel J. Evans 95,541,623 0
Canning Fok 95,541,623 0
Donald Guthrie 95,541,623 0
Jonathan M. Nelson 95,541,623 0
Terence M. O'Toole 95,541,623 0
Hans R. Snook 95,541,623 0
Robert R. Stapleton 95,541,623 0
</TABLE>
2. For the Reincorporation Merger:
For Withheld
--- --------
95,541,623 0
See Item 2 herein for brief description of the Reincorporation
Merger.
3. For the Employee Stock Option Plan, the Executive Restricted
Stock Plan, and the Employee Stock Purchase Plan:
For Withheld
--- --------
95,541,623 0
17
<PAGE> 18
4. For the distribution by Western Wireless Corporation of its
80.1% interest in VoiceStream:
For Withheld
--- --------
95,541,623 0
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) 3.1* Amended and Restated Articles of Incorporation of the
Registrant
3.2* Bylaws of the Registrant
27.1 Financial Data Schedule
* Incorporated herein by reference to the exhibit filed with the
Registrant's Registration Statement on Form 10/A (Commission File No.
000-25441).
(b) Reports on Form 8-K
A Form 8-K was filed on May 10, 1999, reporting VoiceStream
Wireless Corporation's financial and operating results for the
first quarter ended March 31, 1999.
18
<PAGE> 19
SIGNATURES
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 thereunto duly authorized.
VoiceStream Wireless Corporation
By s:\ Cregg Baumbaugh By s:\ Patricia L. Miller
------------------------------ -----------------------------------
Cregg Baumbaugh Patricia L. Miller
Executive V.P. - Finance/ Controller (Principal
Corporate Development Accounting Officer)
(Principal Financial Officer)
Dated: May 14, 1999
19
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM VOICESTREAM
WIRELESS CORPORATION'S UNAUDITED CONSOLIDATED BALANCE SHEET AND STATEMENT OF
OPERATIONS AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10-Q.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 10,925
<SECURITIES> 0
<RECEIVABLES> 35,552
<ALLOWANCES> 5,298
<INVENTORY> 0
<CURRENT-ASSETS> 65,598
<PP&E> 814,430
<DEPRECIATION> 175,505
<TOTAL-ASSETS> 1,120,051
<CURRENT-LIABILITIES> 120,607
<BONDS> 690,000
0
0
<COMMON> 994,789
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 1,120,051
<SALES> 10,919
<TOTAL-REVENUES> 66,811
<CGS> 25,246
<TOTAL-COSTS> 124,292
<OTHER-EXPENSES> 19,705
<LOSS-PROVISION> 3,319
<INTEREST-EXPENSE> 11,605
<INCOME-PRETAX> (77,186)
<INCOME-TAX> 0
<INCOME-CONTINUING> (77,186)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (77,186)
<EPS-PRIMARY> (0.81)
<EPS-DILUTED> (0.81)
</TABLE>
