As filed with the Securities and Exchange Commission on November 16, 1998.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 September 30, 1998
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 No. 0-15890
GCI, INC.
(Exact name of registrant as specified in its charter)
STATE OF ALASKA 91-1820757
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2550 Denali Street
Suite 1000
Anchorage, Alaska 99503
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (907) 265-5600
Former name, former address and former fiscal year, if changed since last report
Indicate by check mark whether the registrant (l) 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 .
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
$180,000,000 9.75% Senior Notes due August 2007
1
<PAGE>
<TABLE>
INDEX
GCI, INC.
A Wholly Owned Subsidiary of General Communication, Inc.
FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 1998
<CAPTION>
PAGE NO
-------
<S> <C>
PART I. FINANCIAL INFORMATION
Item l. Consolidated Financial Statements..........................................3
Consolidated Balance Sheets as of September 30, 1998
(unaudited) and December 31, 1997.......................................3
Consolidated Statements of Operations for the three
and nine-month periods ended September 30, 1998
(unaudited) and 1997 (unaudited)........................................5
Consolidated Statements of Stockholders' Equity
for the nine months ended September 30, 1998
(unaudited) and 1997 (unaudited)........................................6
Consolidated Statements of Cash Flows for the nine
months ended September 30, 1998 (unaudited)
and 1997 (unaudited)....................................................7
Notes to Interim Condensed Consolidated Financial
Statements..............................................................8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations......................................15
PART II. OTHER INFORMATION
Item 1. Legal Proceedings..........................................................29
Item 6. Exhibits and Reports on Form 8-K...........................................29
SIGNATURES................................................................................................30
</TABLE>
2
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
GCI, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<CAPTION>
(Unaudited)
September 30, December 31,
ASSETS 1998 1997
- --------------------------------------------------------------------- ----------------- -----------------
(Amounts in thousands)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 7,499 3,048
----------------- -----------------
Receivables:
Trade 37,118 29,599
Income taxes 4,200 4,752
Other 374 649
----------------- -----------------
41,692 35,000
Less allowance for doubtful receivables 1,000 1,070
----------------- -----------------
Net receivables 40,692 33,930
Prepaid and other current assets 2,814 2,520
Deferred income taxes, net 3,716 1,675
Inventories 2,397 2,164
Notes receivable 509 897
----------------- -----------------
Total current assets 57,627 44,234
Restricted cash (note 4) --- 39,406
----------------- -----------------
Property and equipment in service, net 194,755 165,993
Construction in progress 110,555 18,513
----------------- -----------------
Net property and equipment 305,310 184,506
----------------- -----------------
Other assets:
Cable franchise agreements, net of amortization 196,600 200,470
Other intangible assets, net of amortization 45,677 46,064
Deferred loan and Senior Notes costs, net of amortization 10,128 9,379
Transponder deposit (note 4) 9,100 9,100
Undersea fiber optic cable deposit (note 4) --- 9,094
Notes receivable 1,436 1,331
Other assets, at cost, net of amortization 4,136 1,718
----------------- -----------------
Total other assets 267,077 277,156
----------------- -----------------
Total assets $ 630,014 545,302
================= =================
</TABLE>
See accompanying notes to interim condensed consolidated financial statements.
3 (Continued)
<PAGE>
<TABLE>
GCI, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Continued)
<CAPTION>
(Unaudited)
September 30, December 31,
LIABILITIES AND STOCKHOLDERS' EQUITY 1998 1997
-------------------------------------------------------------------- ----------------- -----------------
(Amounts in thousands)
<S> <C> <C>
Current liabilities:
Current maturities of long-term debt (note 3) $ 1,744 1,634
Current maturities of obligations under capital leases 411 198
Accounts payable 26,238 26,015
Accrued interest 4,016 7,649
Accrued payroll and payroll related obligations 5,687 4,344
Accrued liabilities 5,154 5,397
Subscriber deposits and deferred revenues 4,868 3,898
Accrued income taxes --- 111
----------------- -----------------
Total current liabilities 48,118 49,246
Long-term debt, excluding current maturities (note 3) 337,332 248,450
Obligations under capital leases, including related party
obligations, excluding current maturities 1,361 990
Deferred income taxes, net of deferred income tax benefit 40,905 38,904
Other liabilities 3,327 3,273
----------------- -----------------
Total liabilities 431,043 340,863
----------------- -----------------
Stockholders' equity:
Common stock (no par):
Class A. Authorized 10,000 shares; issued and outstanding
100 shares at September 30, 1998 and December 31, 1997,
respectively 206,622 206,622
Paid-in capital 858 ---
Parent General Communication, Inc. Class A common stock held in
treasury, 145,190 shares at September 30, 1998 (568) ---
Retained deficit (7,941) (2,183)
----------------- -----------------
Total stockholders' equity 198,971 204,439
----------------- -----------------
Commitments and contingencies (note 4)
Total liabilities and stockholders' equity $ 630,014 545,302
================= =================
</TABLE>
See accompanying notes to interim condensed consolidated financial statements.
4
<PAGE>
<TABLE>
GCI, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<CAPTION>
(Unaudited) (Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
1998 1997 1998 1997
-------------- --------------- ---------------- -----------------
(Amounts in thousands, except per share amounts)
<S> <C> <C> <C> <C>
Revenues:
Telecommunication services $ 48,282 44,662 141,133 126,018
Cable services 14,484 13,294 42,726 41,005
-------------- --------------- ---------------- -----------------
Total revenues 62,766 57,956 183,859 167,023
Cost of sales and services 29,690 28,868 86,360 85,814
Selling, general and administrative 23,004 19,535 66,881 53,850
Depreciation and amortization 8,342 5,767 25,004 17,495
-------------- --------------- ---------------- -----------------
Operating income 1,730 3,786 5,614 9,864
Interest expense, net 4,987 4,588 14,698 12,765
-------------- --------------- ---------------- -----------------
Net loss before income taxes and
extraordinary item (3,257) (802) (9,084) (2,901)
Income tax benefit (1,181) (307) (3,326) (1,049)
-------------- --------------- ---------------- -----------------
Net loss before extraordinary loss on
early extinguishment of debt (2,076) (495) (5,758) (1,852)
Loss on early extinguishment of debt, net
of income tax benefit of $268 --- 433 --- 433
-------------- --------------- ---------------- -----------------
Net loss $ (2,076) (928) (5,758) (2,285)
============== =============== ================ =================
Basic loss per common share:
Net loss before extraordinary loss $ (20,760) (3,390) (57,580) (13,130)
Extraordinary loss --- (4,330) --- (4,330)
-------------- --------------- ---------------- -----------------
Net loss $ (20,760) (7,720) (57,580) (17,460)
============== =============== ================ =================
Diluted loss per common share:
Net loss before extraordinary loss $ (20,760) (3,390) (57,580) (13,130)
Extraordinary loss --- (4,330) --- (4,330)
-------------- --------------- ---------------- -----------------
Net loss $ (20,760) (7,720) (57,580) (17,460)
============== =============== ================ =================
</TABLE>
See accompanying notes to interim condensed consolidated financial statements.
5
<PAGE>
<TABLE>
GCI, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
<CAPTION>
Parent
Class A
(Unaudited) Common
(Amounts in thousands) Shares of Class Class A Stock
A Common Common Paid-in Held in Retained
Stock Stock Capital Treasury Deficit
--------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balances at December 31, 1996 --- $ --- --- --- ---
Net loss --- --- --- --- (1,746)
Shares issued to parent General
Communication, Inc. 100 205,870 --- --- ---
--------------------------------------------------------------------
Balances at September 30, 1997 100 $ 205,870 --- --- (1,746)
====================================================================
Balances at December 31, 1997 100 $ 206,622 --- --- (2,183)
Net loss --- --- --- --- (5,758)
Contribution from parent
General Communication, Inc. --- --- 858 --- ---
Purchase of parent General Communication, Inc.'s
Class A common stock --- --- --- (568) ---
--------------------------------------------------------------------
Balances at September 30, 1998 100 $ 206,622 858 (568) (7,941)
====================================================================
</TABLE>
See accompanying notes to consolidated financial statements.
6
<PAGE>
<TABLE>
GCI, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>
(Unaudited)
Nine Months Ended
September 30,
1998 1997
-------------- ------------
(Amounts in thousands)
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (5,758) (2,285)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation and amortization 25,004 17,495
Deferred income tax expense (10) 3,956
Deferred compensation and compensatory stock options 290 44
Bad debt expense, net of write-offs (70) 312
Other noncash income and expense items 127 ---
Loss on early extinguishment of debt --- 701
Change in operating assets and liabilities (note 2) (8,253) (4,930)
-------------- ------------
Net cash provided by operating activities 11,330 15,293
-------------- ------------
Cash flows from investing activities:
Purchases of property and equipment, including
construction period interest (130,167) (40,699)
Restricted cash investment 39,406 (40,253)
Payment of undersea fiber optic cable deposit --- (8,247)
Purchases of other assets (2,991) (935)
Notes receivable issued (939) (596)
Payments received on notes receivable 1,095 7
-------------- ------------
Net cash used in investing activities (93,596) (90,723)
-------------- ------------
Cash flows from financing activities:
Long-term borrowings - Senior Notes --- 180,000
Long-term borrowings - bank debt and leases 89,219 80,700
Repayments of long-term borrowings and
capital lease obligations (494) (229,887)
Capital contribution from parent General Communication, Inc. 175 46,256
Payment of debt issuance costs (note 3) (1,615) (9,251)
Purchase of parent General Communication, Inc. common stock (568) ---
------------- ------------
Net cash provided by financing activities 86,717 67,818
------------- ------------
Net (increase) decrease in cash and cash equivalents 4,451 (7,037)
Cash and cash equivalents at beginning of period 3,048 13,349
------------- ------------
Cash and cash equivalents at end of period $ 7,499 6,312
============= ============
</TABLE>
See accompanying notes to interim condensed consolidated financial statements.
7
<PAGE>
GCI, INC. AND SUBSIDIARIES
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) General
(a) Organization
GCI, Inc., an Alaska corporation, was incorporated in 1997 and is a
wholly owned subsidiary of General Communication, Inc. ("GCI"). GCI,
an Alaska corporation, was incorporated in 1979. All assets,
liabilities and operating activities of GCI not conducted through its
subsidiaries were transferred to GCI, Inc. effective January 1, 1998.
GCI Holdings, Inc. ("Holdings") is a wholly owned subsidiary of GCI,
Inc. and was incorporated in 1997. GCI Communication Corp. ("GCC"),
an Alaska corporation, is a wholly owned subsidiary of Holdings and
was incorporated in 1990. GCI Communication Services, Inc.
("Communication Services"), an Alaska corporation, is a wholly owned
subsidiary of Holdings and was incorporated in 1992. GCI Leasing Co.,
Inc. ("Leasing Company"), an Alaska corporation, is a wholly owned
subsidiary of Communication Services and was incorporated in 1992.
GCI, GCI, Inc., Holdings and GCC are engaged in the transmission of
interstate and intrastate private line and switched message long
distance telephone service between Anchorage, Fairbanks, Juneau, and
other communities in Alaska and the remaining United States and
foreign countries. GCI, GCI, Inc., Holdings and GCC also provide
northbound services to certain common carriers terminating traffic in
Alaska and sells and services dedicated communications systems and
related equipment. Communication Services provides private network
point-to-point data and voice transmission services between Alaska,
Hawaii and the western contiguous United States. Leasing Company owns
and leases capacity on an undersea fiber optic cable used in the
transmission of interstate private line and switched message long
distance services between Alaska and the remaining United States and
foreign countries.
Cable television services are provided through GCI Cable, Inc. and
its wholly owned subsidiaries GCI Cable/Fairbanks, Inc., and GCI
Cable/Juneau, Inc. (collectively "GCI Cable" or "Cable Companies").
GCI Cable, Inc. and its subsidiaries are Alaska corporations and were
incorporated in 1996. GCI Cable, Inc. is a wholly owned subsidiary of
Holdings.
GCI Transport Co., Inc., Fiber Hold Co., Inc., GCI Fiber Co., Inc.,
and GCI Satellite Co., Inc., all Alaska corporations, were
incorporated in 1997 to finance the acquisition of satellite
transponders and to construct and deploy the fiber optic cable system
further described in note 4. GCI Transport Co., Inc. is a wholly
owned subsidiary of Holdings. Fiber Hold Co., Inc., GCI Fiber Co.,
Inc., and GCI Satellite Co., Inc. are wholly-owned subsidiaries of
GCI Transport Co., Inc. Alaska United Fiber System Partnership
("Alaska United") was organized in 1997 to construct, own and operate
the fiber optic cable system described in note 4. Alaska United is a
partnership wholly owned by the Company through GCI Fiber Co., Inc.
and Fiber Hold Co., Inc.
8 (Continued)
<PAGE>
GCI, INC. AND SUBSIDIARIES
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(b) Net Loss Per Common Share
<TABLE>
Shares used to calculate net loss per common share consist of the
following (amounts in thousands):
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1998 1997 1998 1997
-------------- ----------------- ------------- -----------------
<S> <C> <C> <C> <C>
Weighted average common shares
outstanding 100 100 100 100
============== ================= ============= =================
</TABLE>
Basic and diluted loss per share calculations are based on GCI,
Inc.'s outstanding shares of common stock which are not publicly
traded. GCI, Inc. has no outstanding common stock equivalents.
(c) Reclassifications
Reclassifications have been made to the 1997 financial statements to
make them comparable with the 1998 presentation.
(d) Other
The accompanying unaudited interim condensed consolidated financial
statements have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete
financial statements. The interim condensed consolidated financial
statements include the consolidated accounts of GCI, Inc. and its
wholly owned subsidiaries (collectively, the "Company") with all
significant intercompany transactions eliminated. In the opinion of
management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included.
Operating results for the nine-month period ended September 30, 1998
are not necessarily indicative of the results that may be expected
for the year ended December 31, 1998. For further information, refer
to the financial statements and footnotes thereto included in the
Company's annual report on Form 10-K for the year ended December 31,
1997.
9 (Continued)
<PAGE>
GCI, INC. AND SUBSIDIARIES
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(2) Consolidated Statements of Cash Flows Supplemental Disclosures
<TABLE>
Changes in operating assets and liabilities consist of:
<CAPTION>
Nine-month periods ended September 30, 1998 1997
--------------------------------------
--------------- --------------
(Amounts in thousands)
<S> <C> <C>
Increase in receivables $ (6,803) (6,583)
Increase in prepaid and other current assets (294) (866)
Increase in inventory (233) (1,624)
Increase in accounts payable 223 1,165
Increase in accrued liabilities 440 2,301
Increase (decrease) in accrued payroll and payroll
related obligations 1,343 (70)
Increase (decrease) in accrued interest (3,633) 648
Increase in deferred revenues 970 428
Increase in other liabilities 3 ---
--------------- --------------
$ (7,984) (4,601)
=============== ==============
</TABLE>
Holders of the Company's $10 million convertible subordinated notes
exercised their conversion rights in January 1997 resulting in the
exchange of such notes for 1,538,457 shares of GCI's Class A common
stock.
The Company received income tax refunds of $3,750,000 and $180,000
during the nine-month periods ended September 30, 1998 and 1997,
respectively. No income taxes were paid during the nine-month periods
ended September 30, 1998 and 1997.
Interest paid totaled $24,058,000 and $15,324,000 during the
nine-month periods ended September 30, 1998 and 1997, respectively.
During the nine-month period ended September 30, 1998 the Company
funded the employer matching portion of the Employee Stock Purchase
Plan by issuing a dividend to GCI in exchange for GCI Class A Common
Stock valued at $414,000.
10 (Continued)
<PAGE>
GCI, INC. AND SUBSIDIARIES
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(3) Long-term Debt
In January 1998, Alaska United closed a $75 million project finance
facility ("Fiber Facility") to construct a fiber optic cable system
connecting Anchorage, Fairbanks, Valdez, Whittier, Juneau and Seattle
as further described in note 4. The Fiber Facility provides up to $75
million in construction financing and will bear interest at either
Libor plus 3.0%, or at the Company's choice, the lender's prime rate
plus 1.75%. The interest rate will decline to Libor plus 2.5%-2.75%,
or at the Company's choice, the lender's prime rate plus 1.25%-1.5%
after the project completion date and when the loan balance is
$60,000,000 or less. Alaska United is required to pay a commitment
fee equal to 0.375% per annum on the unused portion of the
commitment. The Fiber Facility is a 10-year term loan that is
interest only for the first 5 years. The facility can be extended to
a 12 year term loan at any time between the second and fifth
anniversary of closing the facility if the Company can demonstrate
projected revenues from certain capacity commitments will be
sufficient to pay all operating costs, and interest and principal
installments based on the extended maturity.
The Fiber Facility contains, among others, covenants requiring
certain intercompany loans and advances in order to maintain specific
levels of cash flow necessary to pay operating costs, interest and
principal installments. Additional covenants pertain to the timely
completion of certain project construction milestones. The Fiber
Facility also contains a guarantee that requires, among other terms
and conditions, Alaska United complete the project by the completion
date and pay any non-budgeted costs of the project. Alaska United was
in compliance with all covenants during the period commencing January
1998 (date of the Fiber Facility) through September 30, 1998.
All of Alaska United's assets, as well as a pledge of the partnership
interests' owning Alaska United, collateralize the Fiber Facility.
The Company was in compliance with all covenants of its senior notes
and senior credit facility through September 30, 1998.
(4) Commitments and Contingencies
Deferred Compensation Plan
During 1995, the Company adopted a non-qualified, unfunded deferred
compensation plan to provide a means by which certain employees may
elect to defer receipt of designated percentages or amounts of their
compensation and to provide a means for certain other deferrals of
compensation. The Company may, at its discretion, contribute matching
deferrals equal to the rate of matching selected by the Company.
Participants immediately vest in all elective deferrals and all
income and gain attributable thereto. Matching contributions and all
income and gain attributable thereto vest over a six-year period.
Participants may elect to be paid in either a single lump sum payment
or annual installments over a period not to exceed 10 years. Vested
balances are payable upon
11 (Continued)
<PAGE>
GCI, INC. AND SUBSIDIARIES
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
termination of employment, unforeseen emergencies, death and total
disability. Participants are general creditors of the Company with
respect to deferred compensation plan benefits. Compensation deferred
pursuant to the plan totaled $0 and $89,000 during the nine-month
periods ended September 30, 1998 and 1997, respectively.
Satellite Transponders
The Company entered into a purchase and lease-purchase option
agreement in August 1995 for the acquisition of satellite
transponders to meet its long-term satellite capacity requirements.
The launch of the satellite in August 1998 failed. The Company did
not assume launch risk and the launch has been rescheduled for the
fourth quarter of 1999. The Company will continue to lease
transponder capacity until the delivery of the transponders on the
replacement satellite. The balance payable upon expected delivery of
the transponders during the fourth quarter of 1999 in addition to the
$9.1 million deposit previously paid totals approximately $43.5
million.
Litigation
The Company is from time to time involved in various lawsuits and
legal proceedings that have arisen in the normal course of business.
While the ultimate results of these matters cannot be predicted with
certainty, management does not expect them to have a material adverse
effect on the financial position, results of operations or liquidity
of the Company.
Cable Service Rate Reregulation
Beginning in April 1993, the Federal Communications Commission
("FCC") adopted regulations implementing the Cable Television
Consumer Protection and Competition Act of 1992 ("The Cable Act of
1992"). Included are rules governing rates charged by cable operators
for the basic service tier, the installation, lease and maintenance
of equipment (such as converter boxes and remote control units) used
by subscribers to receive this tier and for cable programming
services other than programming offered on a per-channel or
per-program basis (the "regulated services"). Generally, the
regulations require affected cable systems to charge rates for
regulated services that have been reduced to prescribed benchmark
levels, or alternatively, to support rates using costs-of-service
methodology.
The regulated services rates charged by the Company may be reviewed
by the State of Alaska, operating through the Alaska Public Utilities
Commission ("APUC") for basic service, or by the FCC for cable
programming service. Refund liability for basic service rates is
limited to a one-year period. Refund liability for cable programming
service rates may be calculated from the date a complaint is filed
with the FCC until the rate reduction is implemented.
In order for the State of Alaska to exercise rate regulation
authority over the Company's basic service rates, 25% of a systems'
subscribers must request such regulation by filing a
12 (Continued)
<PAGE>
GCI, INC. AND SUBSIDIARIES
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
petition with the APUC. At September 30, 1998, the State of Alaska
has rate regulation authority over the Juneau system's basic service
rates. (The Juneau system serves approximately 8.4% of the Company's
total basic service subscribers at September 30, 1998.) Juneau's
current rates have been approved by the APUC and there are no other
pending filings with the APUC, therefore, there is no refund
liability for basic service at this time.
Complaints by subscribers relating to cable programming service rates
were filed with, and accepted by, the FCC for certain franchise
areas; however, filings made in response to those complaints related
to the period prior to July 15, 1994 were approved by the FCC.
Therefore, the potential liability for cable programming service
refunds would be limited to the period subsequent to July 15, 1994
for these areas. Management of the Company believes that it has
complied in all material respects with the provisions of the FCC
rules and regulations and that the Company is, therefore, not liable
for any refunds. Accordingly, no provision has been made in the
financial statements for any potential refunds. The FCC rules and
regulations are, however, subject to judgmental interpretations, and
the impact of potential rate changes or refunds ordered by the FCC
could cause the Company to make refunds and/or to be in default of
certain debt covenants.
In February 1996, a telecommunications bill was signed into federal
law that impacts the cable industry. Most notably, the bill allows
cable system operators to provide telephony services, allows
telephone companies to offer video services, and provides for
deregulation of cable programming service rates by 1999. Management
of the Company believes the bill will not have a significant adverse
impact on the financial position or results of operations of the
Company.
Undersea Fiber Optic Cable Contract Commitment
The Company signed a contract in July 1997 for construction of the
undersea portion of a $125 million fiber optic cable system
connecting the cities of Anchorage, Juneau, and Seattle via a subsea
route. Subsea and terrestrial connections will extend the fiber optic
cable to Fairbanks via Whittier and Valdez. Subsea construction
efforts began in September 1998 with commercial services expected to
commence in January or February 1999. Pursuant to the contract, the
Company made progress payments of $9.1 million during the year ended
December 31, 1997 and $75.9 million during the nine-month period
ended September 30, 1998. The Company will pay the remaining balance
in installments through January 1999 based on completion of certain
key milestones. Approximately $39.4 million of proceeds from the
senior notes offering, net of the $9.1 million paid in 1997, were
contributed to Alaska United. The use of such proceeds was restricted
to funding the construction and deployment of the fiber optic cable
system and was reported as Restricted Cash in the accompanying
Interim Condensed Consolidated Financial Statements at December 31,
1997. In January 1998, the Company secured up to $75 million in bank
financing to fund the expected remaining cost of construction and
deployment (see note 3), of which $54.2 million has been borrowed at
September 30, 1998.
13 (Continued)
<PAGE>
GCI, INC. AND SUBSIDIARIES
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Fiber Capacity Exchange
The Company and Kanas Telecom, Inc. ("Kanas") signed a contract
November 21, 1997 that provides for an exchange of fiber optic cable
capacity between Anchorage and Fairbanks via Valdez. The Company and
Kanas will trade unused fiber capacity connecting Fairbanks, Valdez,
Whittier and Anchorage. Each company will provide their own
electronic equipment to place their fiber into service. The Company
will provide Kanas with unused fiber capacity from Valdez to
Anchorage. Kanas will provide the Company with unused fiber capacity
between Valdez and Fairbanks.
14
<PAGE>
PART I.
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with
the Company's Interim Condensed Consolidated Financial Statements and the notes
thereto.
FACTORS AFFECTING FUTURE PERFORMANCE
AND FORWARD LOOKING STATEMENTS
Certain statements in this quarterly report on Form 10-Q constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1996 ("Securities Reform Act"). These statements may be
preceded by, followed by, or include the words "believes," "expects,"
"anticipates," or similar expressions. For those statements, the Company claims
protection of the safe-harbor for forward-looking statements contained in the
Securities Reform Act. Such forward-looking statements involve known and unknown
risks, uncertainties and other important factors that could cause the actual
results, performance and achievements of the Company, or industry results, to
differ materially from future results, performance or achievements expressed or
implied by such statements. The reader is cautioned that important factors, such
as the following risks, uncertainties, and other factors, in addition to those
contained elsewhere in this document, could affect future results of the
Company, its long-distance telecommunication services, local access services,
and cable services and could cause those results to differ materially from those
expressed in the forward-looking statements:
- Material adverse changes in the economic conditions in the markets
served by the Company
- Regulatory and competitive environment of the business segments in
which the Company operates
- Uncertainties inherent in new business strategies, new product
launches and development plans, including local access services,
Internet services, PCS services, digital video services, cable
modem services, and transmission services
- Rapid technological changes
- Development and financing of telecommunication, local access, PCS,
and cable networks and services
- Future financial performance, including availability, terms and
deployment of capital
- Availability of qualified personnel
- Changes in, or failure, or inability, to comply with, government
regulations, including, without limitation, regulations of the
Federal Communications Commission, the Alaska Public Utilities
Commission, and adverse outcomes from regulatory proceedings
- Competitor responses to the Company's products and services and
overall market acceptance of such products and services
- The Company's responses to competitive products, services and
pricing
- The cost of the Company's year 2000 compliance efforts
- Uncertainties in federal military spending levels and military base
closures in markets in which the Company operates
15 (Continued)
<PAGE>
These forward-looking statements (and such risks, uncertainties and other
factors) are made only as of the date of this report and the Company expressly
disclaims any obligation or undertaking to disseminate any updates or revisions
to any forward-looking statement contained in this document to reflect any
change in the Company's expectations with regard to those statements or any
other change in events, conditions or circumstances on which any such statement
is based.
OVERVIEW
Long distance telecommunications services. The Company has historically reported
revenues principally from the provision of interstate and intrastate long
distance telecommunications services to residential, commercial and governmental
customers and to other common carriers (principally MCI Telecommunications,
Inc., now MCI WorldCom ("MCI") and Sprint Corporation ("Sprint")). These
services accounted for approximately 90.7% of the Company's telecommunications
services revenues during the third quarter of 1998. The balance of
telecommunications services revenues have been attributable to corporate network
management contracts, telecommunications equipment sales and service, Internet
services and other miscellaneous revenues (including revenues from prepaid and
debit calling cards, the installation and leasing of customers' very small
aperture terminal ("VSAT") equipment and fees charged to MCI and Sprint for
certain billing services). Factors that have the greatest impact on year-to-year
changes in long distance telecommunication services revenues include the rate
per minute charged to customers and usage volumes, usually expressed as minutes
of use. These factors in turn depend in part upon economic conditions in Alaska.
The economy of Alaska is dependent upon the natural resource industries, in
particular oil production, as well as tourism, fisheries, government and United
States military spending.
The Company's long distance telecommunications cost of sales and services
has consisted principally of the direct costs of providing services, including
local access charges paid to local exchange carriers ("LECs") for the
origination and termination of long distance calls in Alaska, fees paid to other
long distance carriers to carry calls that terminate in areas not served by the
Company's network (principally the lower 49 states, most of which calls are
carried over MCI's network, and international locations, which calls are carried
principally over Sprint's network), and the cost of equipment sold to the
Company's customers. During the third quarter of 1998, local access charges
accounted for 41.3% of telecommunications cost of sales and services, fees paid
to other long distance carriers represented 33.4%, satellite transponder lease
and undersea fiber maintenance costs represented 9.2%, enterprise services and
outsourcing costs represented 6.4%, cellular costs accounted for 3.6%,
telecommunications equipment costs accounted for 3.6%, and Internet and other
costs accounted for the remaining 2.5% of telecommunications cost of sales and
services.
The Company's long distance telecommunications selling, general, and
administrative expenses have consisted of operating and engineering, customer
service, sales and communications, management information systems, general and
administrative, and legal and regulatory expenses. Most of these expenses
consist of salaries, wages and benefits of personnel and certain other indirect
costs (such as rent, travel, utilities, insurance and property taxes). A
significant portion of long distance telecommunications selling, general, and
administrative expenses, 25.4% during the third quarter of 1998, represents the
cost of the Company's advertising, promotion and market analysis programs.
16 (Continued)
<PAGE>
Long distance telecommunications services face significant competition
from AT&T Alascom, Inc., long-distance resellers, and from local telephone
companies that have entered the long-distance market. The number of active
long-distance customers billed by the Company has decreased approximately 4.5%
during the third quarter of 1998, has decreased approximately 6.7% during the
first three quarters of 1998, and has decreased approximately 8.3% from
September 30, 1997. Gains in the number of commercial and small business
customers billed were more than offset by a reduction in the number of
residential customers billed. Increased usage volumes and traffic carried for
other common carriers have generally offset usage reductions attributed to the
decrease in the number of active residential customers billed. The Company
believes its approach to developing, pricing, and providing long-distance
telecommunication services will continue to allow it to be competitive in
providing those services.
Cable services. During the third quarter of 1998, cable revenues
represented 23.1% of consolidated revenues. The cable systems serve 26
communities and areas in Alaska, including the state's three largest population
centers, Anchorage, Fairbanks and Juneau.
The Company generates cable services revenues from three primary sources:
(1) programming services, including monthly basic or premium subscriptions and
pay-per-view movies or other one-time events, such as sporting events; (2)
equipment rentals or installation; and (3) advertising sales. During the third
quarter of 1998 programming services generated 85.3% of total cable services
revenues, equipment rental and installation fees accounted for 7.8% of such
revenues, and advertising sales and other services accounted for the remaining
6.9% of total cable services revenues. The primary factors that contribute to
year-to-year changes in cable services revenues are average monthly subscription
and pay-per-view rates, the mix among basic, premium and pay-per-view services,
and the average number of subscribers during a given reporting period.
The cable systems' cost of sales and selling, general and administrative
expenses have consisted principally of programming and copyright expenses,
labor, maintenance and repairs, marketing and advertising, rental expense, and
property taxes. During the third quarter of 1998 programming and copyright
expenses represented approximately 40.0% of total cable cost of sales and
selling, general and administrative expenses. Marketing and advertising costs
represented approximately 9.6% of such total expenses.
Cable services face competition from alternative methods of receiving and
distributing television signals and from other sources of news, information and
entertainment. The Company believes its cable television services will continue
to be competitive based on providing, at reasonable prices, a greater variety of
programming and other communication services than are available off-air or
through other alternative delivery sources and upon superior technical
performance and customer service.
Local access services. The Company began offering local exchange services
in Anchorage during late September 1997 and provided service to approximately
26,700 lines at September 30, 1998. Approximately 2,500 additional lines were
sold and awaiting connection at September 30, 1998. Local exchange services
revenues totaled $2.7 million during the third quarter of 1998 representing 4.4%
of total third quarter 1998 revenues.
17 (Continued)
<PAGE>
During the third quarter of 1998 operating and engineering expenses
represented approximately 10.7% of total local access services cost of sales and
selling, general and administrative expenses. Marketing and advertising costs
represented approximately 7.8% of such total expenses, and customer service, and
general and administrative costs represented approximately 81.5% of such total
expenses.
The Company expects that its local exchange services will continue to
generate operating losses during 1998 and a portion of 1999. Factors that have
the greatest impact on year-to-year changes in local access services revenues
include the rates charged to customers and the number of customers served.
The Company's local access services face significant competition from the
Anchorage Telephone Utility ("ATU") and AT&T Alascom, Inc. The Company believes
its approach to developing, pricing, and providing local access
telecommunication services will continue to allow it to be competitive in
providing those services.
In October 1998 the Municipality of Anchorage approved Alaska
Communications Systems, Inc.'s ("ACS") offer to acquire the operations of ATU.
ACS is an entity formed by Fox Paine & Company, LLC ("Fox Paine") and a
management team led by former executives of Pacific Telecom, Inc. ("PTI"). The
sale of ATU was approved by the citizens of the Municipality in April 1998.
Consummation of the transaction is subject to regulatory approval and other
conditions.
Century Telephone Enterprises, Inc. ("CenturyTel") reported in August 1998
that it entered into a definitive agreement to sell the stock of its Alaska
operations to ALEC Acquisition Corporation ("ALEC"). ALEC is led by former
executives of PTI and Fox Paine. It is anticipated that the transaction will
close in first quarter 1999, subject to regulatory approvals and customary
closing conditions. CenturyTel acquired the Alaska properties as part of the PTI
acquisition completed in December 1997.
Management of the Company does not believe the sale of ATU or the
CenturyTel properties will have a material adverse effect on the Company's
financial position or results of operations.
Internet services. The Company's statewide SchoolAccess services (Internet
access and related products and services for Alaska schools) commenced January
1998. Internet SchoolAccess revenues totaled $613,000 during the third quarter
of 1998 representing 1.0% of total revenues. The Company began offering retail
Internet services in April 1998. Factors that have the greatest impact on
year-to-year changes in Internet services revenues include the rates charged to
customers and the number of customers served.
The Company competes with several Internet service providers in its
markets. The Company believes its approach to developing, pricing, and providing
Internet services will continue to allow it to be competitive in providing those
services.
PCS services. The Company began developing plans for PCS wireless
communications service deployment in 1995 and subsequently conducted a technical
trial of its candidate technology. The Company has invested approximately $2.1
million in its PCS license at September 30, 1998. PCS licensees are required to
offer service to at least one-third of their market population within five
18 (Continued)
<PAGE>
years or risk losing their licenses. Service must be extended to two-thirds of
the population within 10 years. The Company is currently reevaluating its
wireless strategy and expects to complete such reevaluation within the next six
months. The Company expects that its wireless strategy will allow retention of
the PCS license pursuant to its terms.
Other expenses and net loss. Depreciation and amortization and interest
expense on a consolidated basis is expected to be higher in 1998 as compared to
1997 resulting primarily from additional depreciation on 1997 and 1998 capital
expenditures and additional outstanding long-term debt. As a result, the Company
expects that it will continue to record net losses in 1998 and into 1999.
RESULTS OF OPERATIONS
<TABLE>
The following table sets forth selected Statement of Operations data as a
percentage of total revenues for the periods indicated and the percentage
changes in such data as compared to the corresponding prior year period:
(Underlying data rounded to the nearest thousands)
<CAPTION>
Percentage Change
Nine Months Three Months
Nine Months Ended Three Months Ended 1998 vs. 1998 vs.
September 30, September 30, Nine Months Three Months
(Unaudited) 1997 1998 1997 1998 1997 1997
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Statement of Operations Data:
Revenues
Telecommunications services 75.3% 73.6% 76.6% 72.5% 7.6% 2.5%
Cable services 24.6% 23.2% 22.9% 23.1% 4.2% 9.0%
Local access services 0.1% 3.2% 0.5% 4.4% 2,176.9% 976.1%
- ----------------------------------------------------------------------------------------------------------------------
Total revenues 100.0% 100.0% 100.0% 100.0% 10.1% 8.3%
Cost of sales and services 51.4% 47.0% 49.8% 47.3% 0.6% 2.8%
Selling, general and
administrative expenses 31.8% 36.4% 33.3% 36.7% 25.8% 19.1%
Depreciation and amortization 10.4% 13.6% 10.0% 13.3% 43.3% 45.0%
- ----------------------------------------------------------------------------------------------------------------------
Operating income 6.4% 3.0% 6.9% 2.7% (47.1)% (57.0)%
Net loss before income taxes (1.2)% (4.9)% (0.9)% (5.2)% 341.6% 513.4%
Net loss (1.0)% (3.8)% (1.3)% (5.2)% 229.8% 168.9%
Other Operating Data:
Cable operating income (1) 26.3% 12.9% 19.5% 13.0% (48.8)% (27.4)%
Local operating loss (2) (640.4)% (148.9)% (165.1)% (105.5)% 429.3% 587.9%
<FN>
- --------------------------
(1) Computed as a percentage of total cable services revenues.
(2) Computed as a percentage of total local access services revenues.
</FN>
</TABLE>
19 (Continued)
<PAGE>
THREE MONTHS ENDED SEPTEMBER 30, 1998 ("1998") COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 1997 ("1997")
REVENUES. Total revenues increased 8.3% from $58.0 million in 1997 to
$62.8 million in 1998. Long distance transmission revenues from commercial,
residential, governmental, and other common carrier customers remained constant
at $41.3 million in 1998 as compared to 1997. Interstate minutes of use
increased 3.9% to 166.6 million minutes in 1998 while intrastate minutes of use
increased 2.6% to 35.7 million minutes in 1998. The Company's average rate per
minute on long distance traffic decreased 7.8% from $0.180 per minute in 1997 to
$0.166 per minute in 1998. The rate per minute decrease offset increased
interstate minutes of usage resulting in constant long distance transmission
revenues in 1998 as compared to 1997. Revenues derived from the Company's new
Internet service offerings totaled $1.1 million in 1998 as compared to $29,000
in 1997.
Cable revenues increased 9.0% from $13.3 million in 1997 to $14.5 million
in 1998. The number of homes passed by the cable systems and basic subscribers
increased approximately 7,140 and 4,130, respectively, at September 30, 1998 as
compared to September 30, 1997. Increases attributable to subscriber growth and
rate increases offset pay-per-view and premium service revenue decreases.
The Company began offering competitive local access services in Anchorage
in September 1997, with 1998 revenues totaling $2.7 million as compared to
$255,000 in 1997.
COST OF SALES AND SERVICES. Cost of sales and services totaled $28.9
million in 1997 and $29.7 million in 1998. As a percentage of total revenues,
cost of sales and services decreased from 49.8% in 1997 to 47.3% in 1998. The
decrease in cost of sales and services as a percentage of revenues is primarily
attributed to: 1) reductions in access charges paid by the Company to other
carriers for distribution of its traffic, 2) avoidance of access charges
resulting from the Company's distribution and termination of its traffic on its
own network instead of paying other carriers to distribute and terminate its
traffic, and 3) changes in the Company's product mix.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased 19.2% from $19.3 million in 1997 to $23.0
million in 1998, and, as a percentage of total revenues, increased from 33.3% in
1997 to 36.7% in 1998. This increase resulted primarily from operating,
engineering, sales, customer service and administrative costs totaling $627,000
in 1997 as compared to $3.4 million in 1998 associated with the Company's local
access services segment which initiated service in September 1997. The third
quarter increase was necessary to provide the operations, engineering, customer
service and support infrastructure necessary to accommodate expected growth in
the Company's local access services customer base.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization expense
increased 43.1% from $5.8 million in 1997 to $8.3 million in 1998. The increase
is attributable to the Company's $64.6 million investment in facilities during
1997 for which a full year of depreciation will be recorded during 1998 and the
1998 facilities investment of $130.2 million through September 30.
20 (Continued)
<PAGE>
INTEREST EXPENSE, NET. Interest expense, net of interest income, increased
8.7% from $4.6 million in 1997 to $5.0 million in 1998. This increase resulted
from increases in the Company's average outstanding indebtedness resulting
primarily from the purchase and construction of new long distance and local
telecommunication equipment and facilities and expansion and upgrades of cable
television facilities.
INCOME TAX BENEFIT. Income tax benefit increased from $192,000 in 1997 to
$1.2 million in 1998 due to an increase in the net loss before income taxes in
1998 as compared to 1997. The Company's effective income tax rate remained
constant at approximately 36.2% in 1998 as compared to 1997.
NINE MONTHS ENDED SEPTEMBER 30, 1998 ("1998") COMPARED TO NINE MONTHS ENDED
SEPTEMBER 30, 1997 ("1997")
REVENUES. Total revenues increased 10.1% from $167.0 million in 1997 to
$183.9 million in 1998. Long distance transmission revenues from commercial,
residential, governmental, and other common carrier customers increased 5.0%
from $116.9 million in 1997 to $122.8 million in 1998. This increase reflected a
7.2% increase in interstate minutes of use to 496.4 million minutes and a 2.4%
increase in intrastate minutes of use to 103.6 million minutes. Long distance
revenue growth in 1998 was largely due to a 12.0% increase in revenues from
other common carriers (principally MCI and Sprint) and private line services,
from $55.2 million in 1997 to $61.8 million in 1998. The Company's average rate
per minute on long distance traffic decreased 4.5% from $0.177 per minute in
1997 to $0.169 per minute in 1998 primarily due to the introduction of
additional discounted residential, commercial and international calling plans.
Revenues derived from the Company's new Internet service offerings totaled $3.0
million in 1998 as compared to $88,000 in 1997. Local access services revenues
totaled $5.8 million in 1998 as compared to $255,000 in 1997. Product sales and
network services revenues increased 15.6% from $7.7 million in 1997 to $8.9
million in 1998, primarily due to increased network services revenues and
SchoolAccess revenues in 1998 as compared to 1997.
Cable revenues increased 4.1% from $41.0 million in 1997 to $42.7 million
in 1998. The number of homes passed by the cable systems and basic subscribers
increased approximately 7,140 and 4,130, respectively, at September 30, 1998 as
compared to September 30, 1997. Increases attributable to subscriber growth and
rate increases offset pay-per-view and premium service revenue decreases.
COST OF SALES AND SERVICES. Cost of sales and services totaled $85.8
million in 1997 and $86.4 million in 1998. As a percentage of total revenues,
cost of sales and services decreased from 51.4% in 1997 to 47.0% in 1998. The
decrease in cost of sales and services as a percentage of revenues is primarily
attributed to: 1) a refund received in the first quarter of 1998 totaling
approximately $1.1 million from a local exchange carrier in respect of its
earnings that exceeded regulatory requirements, 2) reductions in access charges
paid by the Company to other carriers for distribution of its traffic, 3)
avoidance of access charges resulting from the Company's distribution and
termination of its traffic on its own network instead of paying other carriers
to distribute and terminate its traffic, and 4) changes in the Company's product
mix.
21 (Continued)
<PAGE>
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased 26.0% from $53.1 million in 1997 to $66.9
million in 1998, and, as a percentage of revenues, increased from 31.8% in 1997
to 36.4% in 1998. This increase resulted from:
- Operating, engineering, sales, customer service and
administrative costs totaling $1.8 million in 1997 as compared
to $8.8 million in 1998 associated with the Company's local
access services segment which initiated service in September
1997.
- Increased telecommunication segment operations, engineering,
general and administrative expenses totaling $30.3 million in
1998 as compared to $26.9 million in 1997 due to increased
personnel and other costs in customer service, engineering,
operations, accounting, human resources, legal and regulatory,
and management information services. Cost increases were
associated with the development, introduction, or planned
introduction, and support of new products and services including
rural message and data telephone services, PCS services, digital
video services, cable modem services, and Internet services.
Increased customer service expenses were associated with support
of increased sales volumes and expenditures necessary for
continuing integration of customer service operations across
product lines.
- Increased telecommunication segment sales, advertising and
telemarketing costs totaling $10.4 million in 1997 compared to
$12.8 million in 1998. Increased selling costs were associated
with the introduction of various marketing plans and other
proprietary rate plans and cross promotion of products and
services.
- Increased cable segment selling, general and administrative
costs totaling $14.0 million in 1997 compared to $15.0 million
in 1998, primarily due to increased sales, advertising and
telemarketing costs.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization expense
increased 42.9% from $17.5 million in 1997 to $25.0 million in 1998. The
increase is attributable to the Company's $64.6 million investment in facilities
during 1997 for which a full year of depreciation will be recorded during 1998
and the 1998 facilities investment of $130.2 million through September 30.
INTEREST EXPENSE, NET. Interest expense, net of interest income, increased
15.7% from $12.7 million in 1997 to $14.7 million in 1998. This increase
resulted from increases in the Company's average outstanding indebtedness
resulting primarily from the purchase and construction of new long distance and
local telecommunication equipment and facilities and expansion and upgrades of
cable television facilities.
INCOME TAX BENEFIT. Income tax benefit increased from $0.7 million in 1997
to $3.3 million in 1998 due to an increase in the net loss before income taxes
in 1998 as compared to 1997. The Company's effective income tax rate increased
from 36.2% in 1997 to 36.6% in 1998 due to the increased net loss and the
proportional amount of items that are nondeductible for income tax purposes.
22 (Continued)
<PAGE>
As a result of its acquisition of the Cable Companies, the Company has
available net operating loss carryforwards for income tax purposes totaling
$37.6 million at September 30, 1998 which begin to expire in 2004 if not
utilized. The Company's utilization of these carryforwards is subject to certain
limitations pursuant to section 382 of the Internal Revenue Code.
The amount of deferred tax asset considered realizable, however, could be
reduced in the near term if estimates of future taxable income during the
carryforward periods are reduced. The Company estimates that its effective
income tax rate for financial statement purposes will be approximately 37% in
1998. The Company expects that its operations will generate net income before
income taxes during the carryforward periods to allow utilization of loss
carryforwards for which no allowance has been established.
FLUCTUATIONS IN QUARTERLY RESULTS OF OPERATIONS
<TABLE>
The following chart provides selected unaudited statement of operations
data from the Company's quarterly results of operations during 1997 and 1998:
<CAPTION>
General
Communication, Inc. GCI, Inc.
---------------------------- -----------------------
(Unaudited) First Second Third Fourth Total
Quarter Quarter Quarter Quarter Year
------------------------------------------------------------------------------
1997 (Dollars in thousands, except per share amounts)
----
<S> <C> <C> <C> <C> <C>
Revenues
Telecommunications
Services $ 39,225 42,131 44,407 42,271 168,034
Cable services 13,656 14,055 13,294 14,160 55,165
Local access services --- --- 255 355 610
------------------------------------------------------------------------------
Total revenues 52,881 56,186 57,956 56,786 223,809
Operating income 3,292 2,786 4,023 5,518 15,619
Extraordinary item, net of income
tax benefit --- --- 433 88 521
Net income (loss) $ (525) (832) (772) 102 (2,027)
==============================================================================
Basic net earnings (loss) per share $ (5,250) (8,320) (7,720) 1,020 (20,270)
==============================================================================
Diluted net earnings (loss) per share $ (5,250) (8,320) (7,720) 1,020 (20,270)
==============================================================================
23 (Continued)
<PAGE>
GCI, Inc.
------------------------------------------------------------------------------
(Unaudited) First Second Third Fourth Total
Quarter Quarter Quarter Quarter Year
------------------------------------------------------------------------------
1998 (Dollars in thousands, except per share amounts)
----
Revenues
Telecommunications
Services $ 42,937 46,852 45,538 135,327
Cable services 14,201 14,041 14,484 42,726
Local access services 1,014 2,048 2,744 5,806
------------------------------------------------------------------------------
Total revenues 58,152 62,941 62,766 183,859
Operating income 2,437 1,447 1,730 5,614
Net loss $ (1,616) (2,066) (2,076) (5,758)
==============================================================================
Basic net loss per share $ (16,160) (20,660) (20,760) (57,580)
==============================================================================
Diluted net loss per share $ (16,160) (20,660) (20,760) (57,580)
==============================================================================
</TABLE>
Total revenues for the quarter ended September 30, 1998 were $62.8
million, representing a 0.2% decrease from total revenues in the second quarter
of 1998 of $62.9 million. This decrease in total revenues resulted from the
following:
- A 3.0% decrease in telecommunications services revenues to $45.5
million in the third quarter of 1998 from $46.9 million during
the second quarter of 1998. This decrease is attributable to 1)
a reduction in the average rate per minute billed by the company
during the third quarter of 1998 of approximately $0.003 as
compared to the second quarter of 1998 (a 1.8% decrease), 2)
reduced SchoolAccess revenues as expected during the summer
months while public schools are not in session, and 3) reduced
product sales and network services revenues. Decreases were
offset in part by an increase in minutes of traffic carried
during the third quarter of 1998 of approximately 3.9 million
minutes as compared to the second quarter of 1998 (a 1.9%
increase).
- An increase in local access services revenues totaling $696,000
in the third quarter of 1998 as compared to the second quarter
of 1998 (a 34.0% increase).
- An increase in cable services revenues totaling $443,000 in the
third quarter of 1998 as compared to the second quarter of 1998
(a 3.2% increase).
Cost of sales and services for the quarter ended September 30, 1998
totaled $29.7 million, representing a 1.0% increase from total cost of sales and
services in the second quarter of 1998 of $29.4 million. Increased cost of sales
resulted primarily from a change in the Company's product mix.
Long distance revenues have historically been highest in the summer months
as a result of temporary population increases attributable to tourism and
increased seasonal economic activity such as construction, commercial fishing,
and oil and gas activities. Cable television revenues, on the other hand, are
higher in the winter months because consumers spend more time at home and tend
to watch more television during these months. Local service operations are not
expected to exhibit
24 (Continued)
<PAGE>
significant seasonality. The Company's ability to implement construction
projects is also reduced during the winter months because of cold temperatures,
snow and short daylight hours.
ACCOUNTING PRONOUNCEMENTS
In June 1997, the Accounting Standards Board issued SFAS No. 131,
"Financial Reporting for Segments of a Business Enterprise" which applies to all
public business enterprises. This new standard requires companies to disclose
segment data based on how management makes decisions about allocating resources
to segments and how it measures segment performance. SFAS 131 requires companies
to disclose a measure of segment profit or loss, segment assets, and
reconciliations to consolidated totals. It also requires entity-wide disclosures
about a company's products and services, its major customers and the material
countries in which it holds assets and reports revenues. Statement 131 is
effective for financial statements for periods beginning after December 15,
1997. Management of the Company expects that adoption of SFAS No. 131 will not
have a material impact on the Company's year-end 1998 financial statement
disclosures.
In February 1998, the Accounting Standards Board issued SFAS No. 132,
"Employers' Disclosures about Pensions and Other Postretirement Benefits." SFAS
132 standardizes the disclosure requirements for pensions and postretirement
benefits where practical. It also eliminates certain disclosures and requires
additional information on changes in benefit obligations and fair values of plan
assets. The Company will adopt SFAS 132 in its 1998 year-end financial
statements. SFAS 132 is not expected to have a significant effect on the
Company's pension and postretirement benefit plan disclosures.
In April 1998, the American Institute of Certified Public Accountants
(AICPA) issued Statement of Position ("SOP") 98-5, "Reporting on the costs of
Start-Up Activities". SOP 98-5 provides guidance on the financial reporting of
start-up costs and organization costs and requires costs of start-up activities
and organization costs to be expensed as incurred. SOP 98-5 is effective for
financial statements for fiscal years beginning after December 15, 1998.
Management of the Company expects that the adoption of SOP 98-5 will result in a
one-time expense of approximately $375,000 (net of income tax effect) in the
first quarter of 1999 associated with the write-off of unamortized start-up
costs.
LIQUIDITY AND CAPITAL RESOURCES
The Company's first three quarters of 1998 ("1998") cash provided by
operating activities totaled $11.3 million, net of changes in the components of
working capital. Sources of cash during 1998 included long-term borrowings of
$89.2 million and payments received on notes receivable totaling $1.1 million.
The Company's expenditures for property and equipment, including construction in
progress, totaled $40.7 million and $130.2 million for the nine-month periods
ended September 30, 1997 and 1998, respectively. Uses of cash during 1998
included repayment of $494,000 of long-term borrowings and capital lease
obligations, payment of deferred debt issuance costs totaling $1.6 million, an
increase in other assets of $3.0 million, and purchases of General
Communication, Inc.'s common stock to fund deferred compensation agreements
totaling $568,000.
25 (Continued)
<PAGE>
Net receivables increased $6.8 million from December 31, 1997 to September
30, 1998 resulting from increased revenues in 1998 as compared to 1997 and an
increase in refundable income taxes in 1998.
Accrued interest decreased $3.6 million from December 31, 1997 to
September 30, 1998 resulting from payment of Senior Note accrued interest in
January 1998 totaling $8.8 million, offset by interest accrued on additional
indebtedness outstanding during 1998 as compared to December 31, 1997.
Working capital at September 30, 1998 totaled $9.5 million, a $14.5
million increase from the working capital deficit of $5.0 million at December
31, 1997. The increase in working capital is primarily attributed to 1) payment
of accounts payable at December 31, 1997 with cash generated by 1998 operating
activities, 2) payment of amounts accrued for facilities expansion and equipment
at December 31, 1997 with cash generated by 1998 operating activities and cash
obtained through the Company's credit agreements, and 3) increases in trade
accounts receivable and refundable income taxes.
On January 27, 1998 Alaska United closed a $75 million project finance
facility ("Fiber Facility") to construct a fiber optic cable system connecting
Anchorage, Fairbanks, Valdez, Whittier, Juneau and Seattle (see notes 3 and 4 to
the accompanying Notes to Interim Condensed Consolidated Financial Statements).
The Fiber Facility provides up to $75 million in construction financing and will
bear interest at either Libor plus 3.0%, or at the Company's choice, the
lender's prime rate plus 1.75%. The interest rate will decline to Libor plus
2.5%-2.75%, or at the Company's choice, the lender's prime rate plus 1.25%-1.5%
after the project completion date and when the loan balance is $60,000,000 or
less. Alaska United is required to pay a commitment fee equal to 0.375% per
annum on the unused portion of the commitment. The Fiber Facility is a 10-year
term loan that is interest only for the first 5 years. The facility can be
extended to a 12 year term loan at any time between the second and fifth
anniversary of closing the facility if the Company can demonstrate projected
revenues from certain capacity commitments will be sufficient to pay all
operating costs, and interest and principal installments based on the extended
maturity. $54.2 million was borrowed under the facility at September 30, 1998.
The Fiber Facility contains, among others, covenants requiring certain
intercompany loans and advances in order to maintain specific levels of cash
flow necessary to pay operating costs, interest and principal installments.
Additional covenants pertain to the timely completion of certain project
construction milestones. The Fiber Facility also contains a guarantee that
requires, among other terms and conditions, Alaska United complete the project
by the completion date and pay any non-budgeted costs of the project. All of
Alaska United's assets, as well as a pledge of the partnership interests' owning
Alaska United, collateralize the Fiber Facility.
The Alaska United project will provide a high capacity fiber optic link
between Fairbanks, Anchorage, Valdez, and Juneau, Alaska, and the lower 48
states through Seattle, Washington. Its initial capacity will be more than five
times the capacity of Alaska's current undersea fiber to the lower 48. After a
preliminary route survey was completed and initial cost components determined, a
detailed sea floor survey was commissioned. On August 1, 1997 the Company issued
a down payment to Tyco Submarine Systems, Inc. to begin construction.
Manufacturing of the cable and its electronics has been completed and cable
deployment commenced in September 1998. Cable
26 (Continued)
<PAGE>
deployment is expected to be complete in December 1998. Testing will occur after
that, and services are expected to commence in January or February 1999.
The Company was notified in August 1998 that a potential customer for
Alaska United's fiber services (AT&T) has selected another carrier to meet its
immediate needs for additional fiber capacity to and from Alaska. AT&T informed
the Company that it elected to lease a minimum amount of capacity for a short
term and that the Company will have the opportunity to provide fiber capacity in
the future. According to public announcements made by the other carrier, the
other carrier's facilities were under construction at September 30, 1998 with
service expected to commence in 1999. The Company will use approximately half
the capacity of the Alaska United project to carry its own traffic, in addition
to its existing owned and leased facilities. While the Alaska United project
would have received a financial benefit from carrying AT&T's traffic, the
project can be supported solely by the Company's own network capacity
requirements. GCI continues to pursue opportunities to sell capacity on its
system to AT&T and others.
The Company entered into a purchase and lease-purchase option agreement in
August 1995 for the acquisition of satellite transponders to meet its long-term
satellite capacity requirements. The launch of the satellite in August 1998
failed. The Company did not assume launch risk and the launch has been
rescheduled for the fourth quarter of 1999. The Company will continue to lease
transponder capacity until the delivery of the transponders on the replacement
satellite. The balance payable upon expected delivery of the transponders during
the fourth quarter of 1999 in addition to the $9.1 million deposit previously
paid totals approximately $43.5 million.
The Company's expenditures for property and equipment, including
construction in progress, totaled $130.2 million and $40.7 million during the
first three quarters of 1998 and 1997, respectively. The Company anticipates
that its capital expenditures in 1998 may total as much as $170.0 million,
including approximately $125.0 million for new undersea fiber optic cable
facilities. Planned capital expenditures over the next five years include those
necessary for continued expansion of the Company's long distance and local
exchange facilities, the development and construction of a PCS network, and
continued upgrades to its cable television plant. The Company expects to pay an
additional $43.5 million to purchase seven satellite transponders in late 1999.
Sources of funds for these planned capital expenditures are expected to include
internally generated cash flows and borrowings under the Company's credit
facilities including borrowings under the new $75 million project financing
described above.
The Company's ability to invest in discretionary capital and other
projects will depend upon its future cash flows and access to borrowings under
its credit facilities. Management anticipates that cash flow generated by the
Company and borrowings under its credit facilities will be sufficient to fund
capital expenditures and its working capital requirements. Should cash flows be
insufficient to support additional borrowings, such investment in capital
expenditures will likely be reduced.
Year 2000 Costs
The "Year 2000" issue affects the Company's installed computer systems,
network elements, software applications, and other business systems that have
time-sensitive programs that may not properly reflect or recognize the year
2000. Because many computers and computer applications
27 (Continued)
<PAGE>
define dates by the last two digits of the year, "00" may not be properly
identified as the year 2000. This error could result in miscalculations or
system failures.
The Company has established a year 2000 task force to coordinate the
identification, evaluation, and implementation of changes to financial and
operating computer systems and applications necessary to achieve a year 2000
date conversion with no effect on customers or disruption to business
operations. These actions are necessary to insure that the systems and
applications will recognize and process the year 2000 and beyond. Major areas of
potential business impact have been identified and are being assessed, and
initial conversion efforts are underway using both internal and external
resources.
The Year 2000 issue may also affect the systems and applications of the
Company's customers and vendors. Non-compliance of customers, vendors and
business partners systems and applications may affect the Company through common
electronic interfaces to switching, billing and other systems. The Company is
contacting others with whom it conducts business to receive the appropriate
warranties and assurances that those third parties are, or will be, Year 2000
compliant.
The total cost of modifications and conversions is not known at this time.
The Company's management estimates that the incremental cost of compliance over
the cost of normal software upgrades and replacements and its effect on the
Company's future results of operations totals approximately $1.3 million in 1998
and $4 million in 1999, subject to further review as part of the ongoing
detailed conversion planning. The cost of modifications and conversions is being
expensed as incurred. 1998 Costs incurred through September 30 totaled $687,000.
If compliance is not achieved in a timely manner, the Year 2000 issue
could have a material effect on the Company's operations. However, the Company
is focusing on identifying and addressing all aspects of its operations that may
be affected by the Year 2000 issue and is addressing the most critical
applications first. As a result, the Company's management does not believe its
operations will be materially adversely affected.
Contingency plans are being prepared to handle the most reasonably likely
worst case scenarios. The Company expects to have completed and tested such
plans by the end of the second quarter of 1999.
Funds for year 2000 costs are expected to be provided from the Company's
operating activities and credit facilities. Management must balance the
requirements for funding discretionary capital expenditures with required year
2000 efforts given its limited resources.
Inflation
The Company does not believe that inflation has a significant effect on
its operations.
28 (Continued)
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings
Information regarding pending legal proceedings to which the Company
is a party is included in Note 4 of Notes to Interim Condensed
Consolidated Financial Statements and is incorporated herein by
reference.
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit 27 - Financial Data Schedule *
(b) Reports on Form 8-K filed during the quarter ended September
30, 1998 - None
---------------------
* Filed herewith.
29
<PAGE>
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.
GCI, INC.
November 12, 1998 By: /s/ Ronald A. Duncan
- ----------------------------------- -----------------------------
(Date) Ronald A. Duncan, President
and Director
(Principal Executive Officer)
November 12, 1998 By: /s/ G. Wilson Hughes
- ----------------------------------- -----------------------------
(Date) G. Wilson Hughes, Vice
President and Director
November 12, 1998 By: /s/ John M. Lowber
- ----------------------------------- -----------------------------
(Date) John M. Lowber, Secretary,
Treasurer and Director
(Chief Financial and
Accounting Officer)
30
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
INTERIM CONDENSED CONSOLIDATED STATEMENT OF INCOME FOR THE NINE MONTHS
ENDED SEPTEMBER 30, 1998 AND THE INTERIM CONDENSED CONSOLIDATED BALANCE
SHEET AS OF SEPTEMBER 30, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000075679
<NAME> GCI, INC.
<MULTIPLIER> 1,000
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<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
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