SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 1 TO QUARTERLY REPORT FILED PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1995
Commission file number 1-4996
ALLTEL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 34-0868285
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Allied Drive, Little Rock, Arkansas 72202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (501) 661-8000
(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
Number of common shares outstanding as of March 31, 1995:
188,787,000
The Exhibit Index is located on page 3 of this amendment.
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SIGNATURE
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its quarterly report on Form 10-Q as
of March 31, 1995 as set forth in the pages attached hereto:
(List all such items, financial statements, exhibits
or other portions amended)
Item 1. Financial Statements
The following consolidated financial statements of ALLTEL Corporation and
subsidiaries, included in the interim report of ALLTEL Corporation to its
stockholders for periods ended March 31, 1995, a copy of which is attached
hereto, are incorporated herein by reference:
Consolidated Statements of Income - for the three and
twelve months ended March 31, 1995 and 1994.
Consolidated Balance Sheets - March 31, 1995 and 1994 and
December 31, 1994.
Consolidated Statements of Cash Flows - for the three
and twelve months ended March 31, 1995 and 1994.
Item 6. Exhibits and Reports on Form 8-K
(a) See the "Exhibit Index" located on page 3 of this amendment.
Signature Page of Form 10-Q
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.
ALLTEL CORPORATION
(Registrant)
/S/ Dennis J. Ferra
Dennis J. Ferra
Senior Vice President - Accounting and Administration,
and Chief Accounting Officer
August 9, 1995
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ALLTEL CORPORATION
FORM 10-Q/A
INDEX OF EXHIBITS
Form 10-Q Sequential
Exhibit No. Description Page No.
(20) Interim Report to Stockholders and
Notes to Consolidated Financial
Statements for the periods ended
March 31, 1995 5-13
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ALLTEL CORPORATION
FORM 10-Q
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ALLTEL CORPORATION
(Registrant)
/S/ Dennis J. Ferra
Dennis J. Ferra
Senior Vice President -
Accounting and Administration,
and Chief Accounting Officer
May 12, 1995
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EXHIBIT 20
HIGHLIGHTS (UNAUDITED)
(Dollars in thousands, except per share amounts)
Three Months Ended March 31, Twelve Months Ended March 31,
% Increase % Increase
1995 1994 (Decrease) 1995 1994 (Decrease)
<S> <C> <C> <C> <C> <C> <C>
Revenues and sales $763,615 $702,424 9 $2,988,867 $2,482,062 20
Net income $ 78,623 $ 71,776 9 $ 278,490 $ 270,747 3
Primary earnings per average
common share outstanding $.41 $.38 8 $1.46 $1.43 2
Excluding net gain on exchange of assets
write-down of assets and other:
Net income $ 78,623 $ 71,886 9 $ 310,713 $ 270,768 15
Earnings per share $.41 $.38 8 $1.63 $1.43 14
Average common shares
including equivalents 190,009,000 189,560,000 - 189,530,000 188,273,000 1
Annual dividend rate per common share $.96 $.88 9
Total assets $4,828,974 $4,389,790 10
Telephone access lines 1,663,758 1,595,876 4
Cellular customers 520,480 322,447 61
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BUSINESS SEGMENTS (UNAUDITED)
(Dollars in thousands)
Three Months Ended March 31, Twelve Months Ended March 31,
% Increase % Increase
1995 1994 (Decrease) 1995 1994 (Decrease)
<S> <C> <C> <C> <C> <C> <C>
REVENUES AND SALES:
Telephone $302,526 $294,292 3 $1,186,511 $1,068,011 11
Information services 218,313 199,792 9 880,021 719,706 22
Product distribution 113,490 102,635 11 447,498 380,496 18
Cellular 88,719 60,074 48 315,991 204,947 54
Other operations 40,567 45,631 (11) 158,846 108,902 46
Total $763,615 $702,424 9 $2,988,867 $2,482,062 20
OPERATING INCOME:
Telephone $107,898 $101,559 6 $ 406,546 $ 371,428 9
Information services 27,545 29,329 (6) 127,981 116,887 9
Product distribution 7,135 5,389 32 25,666 17,675 45
Cellular 21,464 15,124 42 90,995 52,133 75
Other operations 2,368 4,649 (49) 12,989 11,468 13
Corporate expenses (4,872) (5,773) (16) (19,050) (23,509) (19)
Total $161,538 $150,277 7 $ 645,127 $ 546,082 18
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CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(Dollars in thousands, except per share amounts)
Three Months Twelve Months
Ended March 31, Ended March 31,
1995 1994 1995 1994
<S> <C> <C> <C> <C>
REVENUES AND SALES $763,615 $702,424 $2,988,867 $2,482,062
COSTS AND EXPENSES:
Cost of products sold 115,069 97,406 439,741 348,272
Operations 335,790 319,633 1,308,408 1,099,600
Maintenance 37,158 35,242 153,164 134,983
Depreciation and amortization 96,474 82,928 375,509 291,558
Taxes, other than income taxes 17,586 16,938 66,918 61,567
Total costs and expenses 602,077 552,147 2,343,740 1,935,980
OPERATING INCOME 161,538 150,277 645,127 546,082
Other income, net 1,576 (1,282) (3,206) (401)
Interest expense (37,132) (31,485) (142,767) (107,333)
Income before gain on exchange of
assets, write-down of assets,
other, and income taxes 125,982 117,510 499,154 438,348
Gain on exchange of assets,
write-down of assets and other -- -- (54,157) 27,390
Income before income taxes 125,982 117,510 444,997 465,738
Federal and state income taxes 47,359 45,624 166,507 194,991
Net income 78,623 71,886 278,490 270,747
Preferred dividends 317 310 1,239 1,482
Net income applicable to common shares $ 78,306 $ 71,576 $ 277,251 $ 269,265
PRIMARY EARNINGS PER SHARE: $.41 $.38 $1.46 $1.43
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CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Dollars in thousands)
Three Months Twelve Months
Ended March 31, Ended March 31,
1995 1994 1995 1994
<S> <C> <C> <C> <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES $168,126 $125,536 $623,467 $541,560
CASH USED IN INVESTING:
Additions to property, plant and equipment 140,149 109,593 626,668 449,522
Purchase of subsidiaries, net of cash acquired -- -- -- 443,000
Additions to investments 9,097 (3,580) 22,141 1,230
Other, net 10,792 5,160 55,259 76,808
Net cash used in investing activities 160,038 111,173 704,068 970,560
CASH USED (PROVIDED) IN FINANCING:
Dividends on preferred and common stock 45,502 41,773 173,765 158,596
Reductions in long-term debt 12,858 3,119 157,523 81,840
Long-term debt issued (27,122) (53,448) (378,557) (663,390)
Common stock issued (5,980) (2,251) (20,579) (5,809)
Other, net 3 (86) 11,459 3,726
Net cash used (provided) in financing activities 25,261 (10,893) (56,389) (425,037)
(Decrease) increase in cash and short-term investments (17,173) 25,256 (24,212) (3,963)
CASH AND SHORT-TERM INVESTMENTS:
Beginning of period 26,098 7,881 33,137 37,100
End of period $ 8,925 $ 33,137 $ 8,925 $ 33,137
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CONSOLIDATED BALANCE SHEETS (UNAUDITED)
ASSETS (Dollars in thousands)
March 31, Dec. 31, March 31,
1995 1994 1994
<S> <C> <C> <C>
CURRENT ASSETS:
Cash and short-term investments $ 8,925 $ 26,098 $ 33,137
Accounts receivable 528,430 533,244 410,775
Materials and supplies 29,232 24,348 26,995
Inventories 90,145 94,458 74,938
Prepaid expenses 24,218 14,579 17,316
Total current assets 680,950 692,727 563,161
Investments 395,830 332,748 381,375
Excess of cost over equity
in subsidiary companies 489,741 494,861 498,179
PROPERTY, PLANT AND EQUIPMENT:
Telephone 3,783,468 3,756,894 3,566,190
Information services 393,811 380,182 306,035
Cellular 371,285 324,258 231,775
Other 30,086 25,011 22,377
Under construction 238,794 210,496 211,096
Total property, plant and equipment 4,817,444 4,696,841 4,337,473
Less accumulated depreciation 1,792,925 1,733,610 1,623,740
Net property, plant and equipment 3,024,519 2,963,231 2,713,733
OTHER ASSETS 237,934 230,311 233,342
TOTAL ASSETS $4,828,974 $4,713,878 $4,389,790
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LIABILITIES AND SHAREHOLDERS' EQUITY
March 31, Dec. 31, March 31,
1995 1994 1994
<S> <C> <C> <C>
CURRENT LIABILITIES:
Current maturities of long-term debt $ 46,705 $ 51,676 $ 48,644
Accounts payable 228,466 259,723 184,323
Advance payments and customers' deposits 63,164 57,042 62,739
Accrued taxes 50,047 21,171 66,674
Accrued dividends 45,252 45,158 41,701
Other current liabilities 149,528 170,845 181,327
Total current liabilities 583,162 605,615 585,408
DEFERRED CREDITS:
Investment tax 29,376 31,077 36,810
Income taxes 420,962 385,469 376,691
Total deferred credits 450,338 416,546 413,501
Long-term debt 1,865,445 1,846,150 1,640,433
Other liabilities 226,835 212,369 155,435
Preferred stock, redeemable 7,748 7,829 8,576
SHAREHOLDERS' EQUITY
Preferred stock 9,295 9,320 9,385
Common stock 188,787 187,981 187,761
Additional capital 344,715 339,436 336,115
Unrealized holding gain on investments 115,352 84,275 120,423
Retained earnings 1,037,297 1,004,357 932,753
Total shareholders' equity 1,695,446 1,625,369 1,586,437
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $4,828,974 $4,713,878 $4,389,790
</TABLE>
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. FINANCIAL STATEMENT PRESENTATION:
The consolidated financial statements at March 31, 1995 and 1994 and for
the three and twelve month periods then ended are unaudited and reflect
all adjustments (consisting only of normal recurring adjustments) which
are, in the opinion of management, necessary for a fair presentation of
the financial position and operating results for the interim periods.
2. PENDING SALE OF CERTAIN TELEPHONE PROPERTIES:
In November 1994, the Company signed definitive agreements to sell
certain telephone properties serving approximately 113,000 access lines
in Arizona, California, Nevada, New Mexico, Oregon, Tennessee, Utah and
West Virginia to Citizens Utilities in exchange for approximately $290
million in cash, assumed debt and 3,600 access lines in Pennsylvania.
In addition, the Company signed a long-term agreement to provide
information processing services for the telephone operations of Citizens
Utilities. The operations of the telephone properties to be disposed of
represented approximately 4 percent of the Company's revenues and
approximately 7 percent and 9 percent of the Company's net income for the
three and twelve month periods ended March 31, 1995, respectively. This
sale will be completed on a state-by-state basis as necessary regulatory
approvals are obtained and other conditions and requirements are
satisfied. Once completed, this transaction will result in the Company's
telephone operating subsidiaries serving approximately 1.5 million access
lines in 14 states. Net proceeds from this transaction will be used to
reduce the Company's outstanding long-term debt.
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To ALLTEL Stockholders:
ALLTEL Corporation recently announced its financial results for the quarter
ended March 31, 1995.
First quarter earnings were 41 cents per share, compared with 38 cents
per share a year ago, an 8 percent increase. Net income for the first quarter
of 1995 was $78,623,000, compared with $71,886,000 in the first quarter of
1994, an increase of 9 percent. Revenues and sales were $763,615,000, up 9
percent from $702,424,000 in the corresponding quarter of 1994.
Earnings per share for the 12 months ended March 31, 1995 were $1.46,
compared with $1.43 a year ago, while net income was $278,490,000, compared
with $270,747,000 in the year-ago period. Revenues and sales were
$2,988,867,000, compared with $2,482,062,000 in 1994.
The rolling 12-month results reflect the 1994 fourth quarter after-tax
write-down of $32 million on certain assets of the Company's information
services subsidiary. Excluding the write-down, net income from operations for
the rolling 12 months increased 15 percent to $310,713,000, while earnings per
share increased 14 percent to $1.63.
Telephone, which produced solid increases again this quarter,
continues to benefit from steady access line growth and focused cost control
efforts.
As expected, information services results reflect the effect of
continued consolidation in the financial industry, as well as the uneven flow
of new contracts. The booking of new software sales was particularly light
during the first quarter, which affected margins.
Cellular again generated strong growth in customers. While this has
positive implications for future earnings, selling costs associated with
aggressive marketing efforts had a softening effect on margins in the first
quarter.
ALLTEL Mobile Reaches 500,000 Customers
ALLTEL Mobile recently achieved a milestone, becoming one of approximately
15 cellular carriers in the United States to reach the half-millionth customer
mark.
Since ALLTEL Mobile began providing cellular service in 1985, its
growth has been exceptional. In 1994 alone, ALLTEL Mobile added more than
190,000 new customers - a number that exceeded the company's total number of
customers in its first eight years of business.
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1995 Stockholders Meeting Results
At ALLTEL's annual stockholders meeting held April 20 in Little Rock, Arkansas,
Lawrence L. Gellerstedt III, Emon A. Mahony Jr. and Ronald Townsend were
elected directors to the class whose term will expire in 1998. Stockholders
also re-elected Arthur Andersen LLP independent auditors for the 1995 fiscal
year.
In addition, George C. McConnaughey and Philip F. Searle retired from
the Company's Board of Directors.
Searle joined ALLTEL's board in 1961. McConnaughey had been a director
since 1966. In their three decades of service, the stockholders benefitted
greatly from their business counsel.
ALLTEL Names New Board Members
Michael D. Andreas, vice chairman and executive vice president of Archer
Daniels Midland Company in Decatur, Illinois, and Josie Natori, president of
The Natori Company of New York City, have been elected to ALLTEL's Board of
Directors.
Andreas, 46, also serves on the board of directors of Toepfer
International of Hamburg, Germany, and Golden Peanut Company of Atlanta.
Natori, 47, serves on the boards of a number of organizations,
including Manhattanville College, the Educational Foundation of Fashion
Industries, the Philippine American Foundation, the Dreyfus Third Century
Foundation and Calyx & Corolla.
Board Declares Regular Quarterly Dividends
ALLTEL Corporation's Board of Directors declared regular quarterly dividends on
the Company's common stock. The 24 cent dividend is payable July 3, 1995 to
stockholders of record as of June 12, 1995.
Regular quarterly dividends were also declared on all series of the
Company's preferred stock. Preferred dividends are payable on June 15, 1995 to
stockholders of record as of May 26, 1995.
/s/ Joe Ford
Joe T. Ford,
Chairman, President and Chief Executive Officer
April 20, 1995
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