<PAGE>
FORM 10-Q
_______________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
(Mark one)
[x] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: March 31, 1998
--------------
[_] 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: 0-15056
-------
COMMNET CELLULAR INC.
---------------------
(Exact name of registrant as specified in its charter)
Colorado 84-0924904
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8350 East Crescent Parkway, Suite 400
Englewood, Colorado 80111
-------------------------
(Address of principal executive offices)
(Zip Code)
303/694-3234
------------
(Registrant's telephone number, including area code)
N/A
---
(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 _____
-----
The number of shares of the registrant's Common Stock outstanding as of May 8,
1998 was 22,642,640.
<PAGE>
COMMNET CELLULAR INC.
FORM 10-Q MARCH 31, 1998
INDEX
<TABLE>
<CAPTION>
Part I Financial Information Page
- ------ --------------------- ----
<S> <C> <C>
Item 1 Financial Statements
Consolidated Condensed Balance Sheets -
March 31, 1998 and September 30, 1997 1
Consolidated Condensed Statements of Operations -
Three Months Ended March 31, 1998 and
March 31, 1997 3
Consolidated Condensed Statements of Operations -
Six Months Ended March 31, 1998 and
March 31, 1997 4
Consolidated Condensed Statements of Cash Flows -
Six Months Ended March 31, 1998 and
March 31, 1997 5
Notes to Consolidated Condensed Financial
Statements 7
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations 10
Part II Other Information
- ------- -----------------
Item 6 Exhibits and Reports on Form 8-K 23
</TABLE>
<PAGE>
COMMNET CELLULAR INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(Amounts in thousands)
<TABLE>
<CAPTION>
March 31, September 30,
Assets 1998 1997
- --------------------------------------------------------- ------------------- -------------------
(unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 19,506 $ 14,132
Accounts receivable, net of allowance for doubtful
accounts of $2,329 and $2,122 at March 31, 1998 and
September 30, 1997, respectively 22,172 25,386
Current portion of advances to affiliates 4,821 2,873
Inventory and other 6,582 4,558
-------- --------
Total current assets 53,081 46,949
Investment in and advances to affiliates 42,677 47,211
Investment in cellular system equipment 10,911 10,243
Property and equipment, at cost:
Cellular system equipment 169,412 159,436
Land, buildings and improvements 32,771 31,688
Furniture and equipment 20,201 19,505
-------- --------
222,384 210,629
Less accumulated depreciation 77,387 66,754
-------- --------
Net property and equipment 144,996 143,875
Other assets, less accumulated amortization of $33,693
and $36,883 at March 31, 1998 and
September 30, 1997, respectively:
FCC licenses and filing rights 96,831 98,216
Deferred loan costs and other 27,760 6,422
-------- --------
Total other assets 124,591 104,638
-------- --------
$376,256 $352,916
======== ========
</TABLE>
See accompanying notes.
-1-
<PAGE>
COMMNET CELLULAR INC.
CONSOLIDATED CONDENSED BALANCE SHEETS (CONTINUED)
(Amounts in thousands, except share data)
<TABLE>
<CAPTION>
March 31, September 30,
Liabilities and Stockholders' (Deficit) Equity 1998 1997
- --------------------------------------------------------- --------------------- ---------------------
(unaudited)
<S> <C> <C>
Current liabilities:
Accounts payable $ 2,853 $ 7,695
Accounts payable - property and equipment
purchases 6,842 8,228
Accrued commissions 480 1,118
Accrued interconnect costs 1,903 1,851
Accrued operating taxes 2,890 2,809
Other accrued liabilities 5,182 5,988
Interest payable 3,106 2,302
Current portion of secured bank financing and other
long-term debt - 1,118
--------- ---------
Total current liabilities 23,256 31,109
Long-term debt:
Secured bank financing 680,000 8,803
Note payable and other long-term debt 2,916 2,916
11 3/4% senior subordinated discount notes 80 159,133
11 1/4% subordinated notes - 80,000
Minority interests 9,267 9,055
Commitments
Stockholders' (deficit) equity:
Preferred Stock, $.01 par value; 1,000,000 shares
authorized; no shares issued - -
Common Stock, $.001 par value; 40,000,000 shares
authorized; 22,642,640 and 68,926,055 shares issued
at March 31, 1997 and September 30, 1997,
respectively (Note 3) 5 14
Capital in excess of par value 294,122 165,989
Accumulated deficit (633,390) (104,103)
--------- ---------
Total stockholders' (deficit) equity (339,263) 61,900
--------- ---------
$ 376,256 $ 352,916
========= =========
</TABLE>
See accompanying notes
-2-
<PAGE>
COMMNET CELLULAR INC.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1998 AND 1997
(Amounts in thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
1998 1997
---- -----
<S> <C> <C>
Revenues:
Cellular service $ 26,032 $ 24,506
Paging service 102 -
In-roaming 7,747 6,561
Equipment sales 618 667
-------- -------
34,499 31,734
Costs and expenses:
Cellular operations:
Cost of cellular service 4,775 6,509
Cost of equipment sales (Note 4) 4,413 3,305
General and administrative 8,139 6,708
Marketing and selling 7,346 5,372
Depreciation and amortization 5,729 5,097
Paging operations:
Cost of paging service 375 308
General and administrative 175 116
Marketing and selling 325 21
Depreciation and amortization 259 7
Corporate:
General and administrative 15,258 823
Depreciation 1,019 276
Less amounts allocated to nonconsolidated affiliates (2,103) (1,491)
-------- -------
45,710 27,051
-------- -------
Operating income (loss) (11,211) 4,683
Equity in net income (loss) of affiliates 1,403 (1,324)
Minority interest in net income of consolidated affiliates (651) (464)
Amortization of deferred costs (755) (280)
Interest expense (11,412) (7,358)
Interest income 1,322 1,830
-------- -------
Loss before extraordinary charge (21,304) (2,913)
Extraordinary charge related to early extinguishment of long-term
debt 33,500 -
-------- -------
Net loss $(54,804) $ (2,913)
======== =======
Loss per share:
Loss before extraordinary charge $ (0.49) $ (0.04)
Extraordinary charge (0.78) -
-------- -------
Net loss per common share $ (1.27) $ (0.04)
======== =======
Weighted average shares outstanding 43,237 68,830
======== =======
</TABLE>
See accompanying notes.
-3-
<PAGE>
COMMNET CELLULAR INC.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
SIX MONTHS ENDED MARCH 31, 1998 AND 1997
(Amounts in thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Revenues:
Cellular service $ 53,810 $ 49,838
Paging service 218 -
In-roaming 18,558 14,844
Equipment sales 1,257 1,548
-------- --------
73,843 66,230
Costs and expenses:
Cellular operations:
Cost of cellular service 11,053 13,262
Cost of equipment sales (Note 4) 7,887 6,244
General and administrative 16,911 14,172
Marketing and selling 13,270 11,811
Depreciation and amortization 11,354 9,905
Paging operations:
Cost of paging service 738 600
Cost of equipment sales 51 -
General and administrative 299 322
Marketing and selling 403 57
Depreciation and amortization 517 14
Corporate:
General and administrative 17,335 2,174
Depreciation 1,464 560
Less amounts allocated to nonconsolidated affiliates (4,498) (3,003)
-------- --------
76,784 56,118
-------- --------
Operating income (loss) (2,941) 10,112
Equity in net income (loss) of affiliates 1,803 (1,932)
Minority interest in net income of consolidated affiliates (1,971) (861)
Amortization of deferred costs (1,024) (516)
Interest expense (18,737) (14,675)
Interest income 2,566 3,583
-------- --------
Loss before extraordinary charge (20,304) (4,289)
Extraordinary charge related to early extinguishment of long-term
debt 33,500 -
-------- --------
Net loss $(53,804) $ (4,289)
======== ========
Loss per share:
Loss before extraordinary charge $ (0.36) $ (0.06)
Extraordinary charge (0.60) -
-------- --------
Net loss per common share $ (0.96) $ (0.06)
======== ========
Weighted average shares outstanding 56,240 68,850
======== ========
</TABLE>
See accompanying notes.
-4-
<PAGE>
COMMNET CELLULAR INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED MARCH 31, 1998 AND 1997
(Amounts in thousands)
(unaudited)
<TABLE>
<CAPTION>
1998 1997
---- -----
<S> <C> <C>
Operating activities:
Net loss $(20,304) $ (4,289)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Minority interest in net income of consolidated affiliates 1,972 861
Depreciation and amortization 14,359 10,995
Equity in net (income) loss of affiliates (1,803) 1,932
Interest expense on 11 3/4% senior subordinated
discount notes 6,609 8,340
CoBank patronage income - (99)
Accrued interest on advances to affiliates (1,993) (2,986)
Change in operating assets and liabilities, net of effects
from consolidating acquired interests:
Accounts receivable 3,214 652
Inventory and other (2,024) (191)
Accounts payable and accrued liabilities (6,204) 2,009
Accrued interest 804 (96)
-------- --------
Net cash provided (used) by operating activities (5,370) 17,128
Investing activities:
Reductions in investments in and advances to affiliates 6,900 173
Additions to investment in cellular system equipment (668) (6,499)
Additions to property and equipment (14,500) (10,418)
Additions to other assets (34) (298)
Purchase of interests in affiliates, net of cash acquired and
net of assets and liabilities recorded due to consolidation - (924)
-------- --------
Net cash used by investing activities (8,302) (17,966)
</TABLE>
See accompanying notes.
-5-
<PAGE>
COMMNET CELLULAR INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (CONTINUED)
SIX MONTHS ENDED MARCH 31, 1998 AND 1997
(Amounts in thousands)
(unaudited)
<TABLE>
<CAPTION>
1998 1997
---- -----
<S> <C> <C>
Financing activities:
Proceeds from secured bank financing $ 695,000 $ 34,000
Payments of secured bank financing (24,762) (21,582)
Payment of 11 3/4% senior subordinated discount notes (165,662) -
Payment of 11 1/4% subordinated notes (80,000) -
Extraordinary charge related to early extinguishment of long-
term debt (29,015) -
Loan fees and offering costs related to long-term debt (26,699) -
Distributions to minority interests (2,349) (983)
Capital contributions from minority interests - 4,111
Reduction of obligation under capital leases (108) (140)
Issuance of Common Stock, net of offering costs 128,137 153
Repurchases of Common Stock - (2,932)
Conversion of Common Stock as a condition of merger (475,496) -
--------- --------
Net cash provided by financing activities
19,046 12,627
--------- --------
Net increase in cash and cash equivalents 5,374 11,789
Cash and cash equivalents at beginning of period 14,132 11,492
--------- --------
Cash and cash equivalents at end of period $ 19,506 $ 23,281
========= ========
Supplemental schedule of additional cash flow information and
noncash activities:
Cash paid during the six-month period for interest $ 11,323 $ 6,573
Purchase of cellular system equipment through accounts payable 6,842 4,863
Write-off of offering costs included in extraordinary loss on
early extinguishment of long-term debt 4,485 -
</TABLE>
See accompanying notes.
-6-
<PAGE>
COMMNET CELLULAR INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(UNAUDITED
1. Basis of presentation
---------------------
CommNet Cellular Inc. and its majority-owned affiliates (the
"Company"), in its opinion, has included all adjustments (consisting only of
normal recurring accruals) necessary for a fair presentation of the results of
operations for the periods presented. The consolidated condensed financial
statements and notes thereto should be read in conjunction with the financial
statements and notes for the years ended September 30, 1995, 1996 and 1997
included in the Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1997. The results of operations for the six months ended March 31,
1998 are not necessarily indicative of the results for a full year. Certain
amounts relating to March 31, 1997 have been reclassified to correspond to the
March 31, 1998 classification.
2. Earnings per share
------------------
In 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128, "Earnings per Share" ("Statement No.
128"). Statement No. 128 replaced the previously reported primary and fully
diluted earnings per share with basic and diluted earnings per share. Unlike
primary earnings per share, basic earnings per share excludes any dilutive
effects of options, warrants, and convertible securities. Diluted earnings per
share is very similar to the previously reported fully diluted earnings per
share. All earnings per share amounts for all periods have been presented to
conform to the Statement No. 128 requirements.
3. Stockholders' equity
--------------------
Changes to Common Stock during the six months ended March 31, 1998
were as follows (amounts in thousands, except share data):
<TABLE>
<CAPTION>
Capital in Excess
Common Stock of
--------------------------------------
Shares Amount Par Value
-------------------------------------- -----------------
<S> <C> <C> <C>
Balance at September 30, 1997 68,926,055 $14 $165,989
Issuance of Common Stock:
Exercise of options 61,875 - 313
New shares issued in connection
with the Merger 19,695,835 4 141,806
Conversion of shares to cash in
connection with the Merger (66,041,125) (9) -
Transaction costs charged to Capital
in Excess of Par Value - - (13,986)
----------- --- --------
Balance at March 31, 1998 22,642,640 $ 5 $294,122
=========== === ========
</TABLE>
At March 31, 1998 the Company had 1,726,045 options outstanding at a
weighted average exercise price of $7.10.
-7-
<PAGE>
COMMNET CELLULAR INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(UNAUDITED
3. Stockholders' equity (continued)
--------------------
On April 9, 1998, the Company announced it would split its Common
Stock 5 for 1, with shareholders receiving four additional shares for each share
owned as of April 20, 1998, the record date for the split. The payment date was
May 7, 1998, accordingly all share and earnings per share information has been
restated to give effect to the split. Prior year issued shares are restated as
if the stock split occurred prior to September 30, 1997, although the Company's
Articles of Incorporation would not have permitted such an action.
4. Cost of equipment sales
-----------------------
During 1996, the Company introduced a new customer service program
whereby a handset is provided to the customer and returned to the Company at the
end of the service agreement. The cost of providing the handset to the customer
is included in cost of equipment sales, with no corresponding recognition of
equipment revenue, as any revenue related to the program is recognized in
cellular service revenue.
The following table reflects activity in the six months ended March
31, 1998 giving effect to the costs associated with the program described above
(amounts in thousands).
<TABLE>
<CAPTION>
Six Months ended
March 31, 1998
------------------
<S> <C>
Cost of equipment sales $2,595
Cost of equipment owned by the Company,
but provided to subscribers to use:
New subscribers 3,396
Existing subscribers 1,896
------
$7,887
======
</TABLE>
5. Income taxes
------------
Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes. As of March
31, 1998, the Company had a substantial net deferred tax asset that has been
reserved with a valuation allowance of 100%. Therefore, no deferred tax expense
was necessary.
6. Contingencies
-------------
On May 29, 1997 (the day after the proposed Merger was publicly
announced), the Company and each of its five directors (two of whom are
executive officers of the Company) were named as defendants in a complaint filed
in the Colorado District Court, County of Arapahoe, by Brickell Partners, an
entity claiming to be a shareholder of the Company, individually and purportedly
as a class action on behalf of shareholders of the Company. In general, the
complaint alleges that the Company's directors have breached their fiduciary
duties by, among other things, resolving to approve the Merger at an allegedly
inadequate price and by allegedly failing to take all reasonable steps to insure
maximization of shareholder value. The complaint seeks injunctive relief
prohibiting the Company from, among other things, consummating the Merger. The
complaint also seeks unspecified damages, attorneys' fees and other relief.
-8-
<PAGE>
COMMNET CELLULAR INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
6. Contingencies (continued)
-------------
The Company believes that the allegations contained in the complaint
are without merit and intends to contest the action vigorously, on behalf of
itself and its directors, if the plaintiff elects to proceed with its action.
On July 8, 1997, Dakota Systems, Inc., the minority general partner in
the Sioux Falls Cellular Limited Partnership ("Sioux Falls"), and Splitrock
Telecom Cooperative, Inc., Union Telephone Company, Sioux Valley Telephone
Company and Baltic Cooperative Telephone Company, the limited partners in Sioux
Falls (collectively, the minority general partner and the limited partners are
referred to herein as "plaintiffs"), filed a lawsuit in the Circuit Court,
County of Minnehaha, State of South Dakota, against CINC, the Company, and Sioux
Falls. CINC is the general partner of Sioux Falls and a wholly-owned subsidiary
of the Company. The lawsuit alleges, among other things, that the Merger
triggers plaintiffs' alleged right of first refusal to purchase CINC's interest
in Sioux Falls under the Certificate and Agreement Establishing Sioux Falls
Limited Partnership. The lawsuit seeks, among other things, a declaratory
judgment concerning the terms of plaintiffs' alleged right of first refusal to
purchase CINC's interest in Sioux Falls, a temporary and permanent injunction
prohibiting the Merger until plaintiffs' rights are clarified, and damages. The
lawsuit also seeks to enjoin a proposed sale of a telecommunications switch by
Sioux Falls to the Company and to void certain amendments to the switch user
agreements. The Company intends to defend the lawsuit vigorously if the
plaintiffs elect to proceed with the litigation.
On October 22, 1997, The Rye Telephone Company ("Rye"), a shareholder
in Pueblo Cellular, Inc. ("Pueblo") filed an action in the District Court,
Pueblo County, State of Colorado, against the Company. The lawsuit alleges
intentional interference with contract, breach of contract and breach of
covenant of good faith in connection with a proposed sale of shares in Pueblo by
Rye and Pine Drive Telephone Company ("Pine Drive") and a related lawsuit filed
by the Company against Pine Drive in Arapahoe County court. The lawsuit seeks,
among other things, general and special damages of not less than $5,493,840,
exemplary damages, fees and costs. The Company has filed a motion to stay the
Pueblo lawsuit until adjudication of the Arapahoe County lawsuit. In December
1997, the court denied the motion to stay. The Company intends to defend the
lawsuit vigorously.
-9-
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
General
- -------
The Company generated an operating loss during the six months ended March
31, 1997 as a result of certain nonrecurring expenses related to the Merger (see
"Acquisitions and Sales"). However, the Company generated net income during the
fiscal year ended September 30, 1997 and operating income during the year ended
September 30, 1996 and focused on increasing penetration and subscriber usage.
In addition, the Company expects that operating income before depreciation and
amortization ("EBITDA"), which was positive during the six months ended March
31, 1998 and the fiscal years ended September 30, 1997 and 1996, will continue
to be positive and will increase in future fiscal years (although there can be
no assurance that this will be the case). Certain financial analysts consider
EBITDA a meaningful measure of an entity's ability to meet long-term financial
obligations, and growth in EBITDA a meaningful barometer of future
profitability, especially in a capital-intensive industry such as cellular
telecommunications. However, EBITDA should not be considered in isolation to, or
be construed as having greater significance than, other indicators of an
entity's performance. The results discussed below may not be indicative of
future results.
Consolidated results of operations include the revenues and expenses of
those markets in which the Company holds a greater than 50% interest. The
results of operations of 46 markets, all of which were consolidated for the
entire period, are included in the consolidated results for the quarters ended
March 31, 1998 and 1997. Consolidated results of operations also include the
operations of Cellular, Inc. Financial Corporation ("CIFC"), the Company's
wholly-owned financing subsidiary, Cellular Inc. Network Corporation ("CINC"), a
wholly-owned subsidiary through which the Company holds interests in certain
cellular licenses, as well as CommNet Paging Inc. ("CPI"), a wholly-owned
subsidiary which provides paging services.
Equity in net loss of affiliates includes the Company's share of net loss
in the markets in which the Company's interest is 50% or less but 20% or
greater. Eighteen markets were accounted for under the equity method for the
quarters ended March 31, 1998 and 1997. Markets in which the Company's interest
is less than 20% are accounted for under the cost method. Eighteen markets were
accounted for under the cost method for the quarters ended March 31, 1998 and
1997.
Interest income is derived from the financing activities of CIFC and the
Company with nonconsolidated affiliates, as well as interest income derived from
cash and short-term investments of the Company and its consolidated affiliates.
CIFC has entered into loan agreements with the majority of the Company's
affiliates pursuant to which CIFC makes loans to such entities for the purpose
of financing or refinancing the affiliates' costs of construction and operation
of cellular telephone systems. Such loans are financed with funds borrowed by
CIFC from Chase Manhattan Bank as administrative agent and collateral agent,
Chase Manhattan Bank Delaware as fronting bank, and a consortium of lenders
("Chase") and from the Company. At March 31, 1998, loans bore interest at the
average cost of CIFC borrowings. From time to time, the Company advances funds
on an interim basis to affiliates. These advances typically are refinanced
through CIFC. To the extent that the cellular markets in which the Company holds
an interest generate positive cash flow, the cash is generally used to repay
borrowings by the affiliates from CIFC and thereafter will be used to make cash
distributions to equity holders, including the Company.
There exists a seasonality in service revenues, which tend to increase more
rapidly in the third and fourth quarters of a fiscal year. As a result, EBITDA
tends to be higher in the third and fourth fiscal quarters of a fiscal year as
compared to the first and second fiscal quarters.
In addition to historical information, this report includes certain
forward-looking statements regarding events and financial trends which may
affect the Company's future operating results and financial position. Such
statements represent the Company's reasonable judgment on the future and are
subject to risks and uncertainties that could cause the Company's actual results
and financial position to differ materially. Such factors include, but are not
limited to: a change in economic conditions in the Company's markets which
adversely affects the level of demand for wireless services; greater than
anticipated competition resulting in price reductions, new product
-10-
<PAGE>
offerings or higher customer acquisition costs; better than expected customer
growth necessitating increased investment in network capacity; negative
economies that could result if one or more agreements to manage markets are not
renewed; increased cellular fraud; the impact of new business opportunities
requiring significant initial investments; the impact of varying interest rates;
and the impact of deployment of new technologies on capital spending.
Results of Operations
- ---------------------
Three Months Ended March 31, 1998 and 1997. Cellular Operations. Cellular
------------------------------------------ -------------------
service revenues, including in-roaming revenues, increased 9% from $31,067,000
for the quarter ended March 31, 1997 to $33,779,000 for the quarter ended March
31, 1998. The growth was due to the increase in the number of subscribers in
consolidated markets. In-roaming revenues increased by 18%, or $1,186,000, from
$6,561,000 for the quarter ended March 31, 1997 to $7,747,000 for the quarter
ended March 31, 1998, due to increased coverage in cellular markets and to
industry-wide subscriber increases. In-roaming revenues are expected to increase
in the future as a result of further industry-wide growth in subscribers and
expansion of the Company's coverage, particularly along highway corridors;
however, roaming rates may decline, consistent with industry trends.
Average monthly revenue per subscriber, including in-roaming, decreased
from $51 for the quarter ended March 31, 1997 to $45 for the quarter ended March
31, 1998, reflecting the benefit of declining prices to the consumer which is
consistent with an overall industry trend. In-roaming revenues per subscriber
per month decreased from $11 to $10 again reflecting declining prices to the
consumer.
Cost of cellular service decreased as a percentage of service revenues from
21% for the quarter ended March 31, 1997 to 14% for the quarter ended March 31,
1998, as revenues derived from the growing subscriber base outpaced the fixed
components of cost of service. The Company has completed negotiations for lower
priced interconnect agreements. The Company expects cost of cellular service to
continue to decline as a percentage of service revenues as revenues continue to
outpace the fixed components of cost of service.
Equipment sales decreased 7% from $667,000 for the quarter ended March 31,
1997 to $618,000 for the quarter ended March 31, 1998, due to decreases in the
sale of accessories. Cost of equipment sales increased 36% from $3,305,000 for
the quarter ended March 31, 1997 to $4,413,000 for the quarter ended March 31,
1998. Approximately $1,887,000 and $1,142,000 of the quarter ended March 31,
1998 cost of equipment sales relates to equipment provided to new and existing
customers, respectively, which the customers are required to return to the
Company if service is terminated. Although the Company retains ownership of the
equipment, it carries such equipment at no value on its balance sheet. The
Company expects negative equipment margins in the future as the Company
subsidizes use of handsets to shift consumer focus to the value of cellular
service.
General and administrative costs of cellular operations increased 21% from
$6,708,000 during the quarter ended March 31, 1997 to $8,139,000 during the
quarter ended March 31, 1998, due to the growth in the customer base. The
majority of these costs were incremental customer billing services and unusual
consulting expenses, offset by a reduction of bad debt expense. General and
administrative costs as a percentage of service revenues increased from 22% for
the quarter ended March 31, 1997 to 24% for the quarter ended March 31, 1998.
Marketing and selling costs increased 37% from $5,372,000 for the quarter
ended March 31, 1997 to $7,346,000 for the quarter ended March 31, 1998,
primarily as a result of increased advertising costs and increased commission
costs as a result of higher subscriber activations. Marketing costs per gross
new subscriber increased 8% from $225 for the quarter ended March 31, 1997 to
$244 for the quarter ended March 31, 1998 due primarily to increased advertising
costs.
Depreciation and amortization relating to cellular operations increased 12%
from $5,097,000 for the quarter ended March 31, 1997 to $5,729,000 for the
quarter ended March 31, 1998, primarily related to increased property and
equipment in service.
-11-
<PAGE>
Paging Operations
-----------------
Paging service revenues were $102,000 for the quarter ended March 31, 1998.
Revenue producing activities commenced during fiscal 1998. Revenues are
expected to increase in the future as paging subscribers increase.
Paging costs and expenses increased 151% from $452,000 for the quarter
ended March 31, 1997 to $1,134,000 for the quarter ended March 31, 1998. This
increase is due to the introduction of commercial paging operations during
fiscal 1998. Costs and expenses are expected to increase in the future as
paging operations expand, but at a slower rate than revenue increases.
Other Costs and Expenses
------------------------
Corporate costs and expenses for the quarter ended March 31, 1997 were
$(392,000), which represented gross expenses of $1,099,000 less amounts
allocated to nonconsolidated affiliates of $1,491,000. Corporate costs and
expenses for the quarter ended March 31, 1998 were $14,174,000, which
represented gross expenses of $16,277,000 less amounts allocated to
nonconsolidated affiliates of $2,103,000. Excluding nonrecurring transaction
costs related to the conversion of stock options associated with the Merger of
$13,400,000, corporate costs and expenses were $774,000. The increase is due
primarily to increased depreciation related to the accelerated depreciation of
certain subscriber equipment which was not allocated to affiliates.
Equity in net income of affiliates for the quarter ended March 31, 1998 was
$1,403,000 compared to equity in net loss of affiliates of $1,324,000 for the
quarter ending March 31, 1997. The improvement was primarily due to increased
profitability of those markets accounted for under the equity method and the
absence of TVX, Inc. losses in the current period. TVX, Inc. operations ceased
in the third fiscal quarter of 1997.
Amortization of deferred costs increased 169% from $280,000 for the quarter
ended March 31, 1997, to $755,000 for the quarter ended March 31, 1998, as a
result of increased deferred costs associated with the Merger.
Interest expense increased 55% from $7,358,000 for the quarter ended March
31, 1997 to $11,412,000 for the quarter ended March 31, 1998 due to higher
secured bank financing under the Chase Credit Agreement, offset by lower
interest rates. Cash paid for interest increased from $5,520,000 during the
quarter ended March 31, 1997 to $6,329,000 during the quarter ended March 31,
1998.
Interest income decreased 28% from $1,830,000 for the quarter ended March
31, 1997 to $1,322,000 for the quarter ended March 31, 1998. The decrease was
due to lower notes receivable as a result of repayment of outstanding debt from
nonconsolidated affiliates, and lower average cash balances.
Six Months Ended March 31, 1998 and 1997. Cellular Operations. Cellular
---------------------------------------- -------------------
service revenues, including in-roaming revenues, increased 12% from $64,682,000
for the six months ended March 31, 1997 to $72,368,000 for the six months ended
March 31, 1998. The growth was due to the increase in the number of subscribers
in consolidated markets. In-roaming revenues increased by 25%, or $3,714,000,
from $14,844,000 for the six months ended March 31, 1997 to $18,558,000 for the
six months ended March 31, 1998, due to increased coverage in cellular markets
and to industry-wide subscriber increases. In-roaming revenues are expected to
increase in the future as a result of further industry-wide growth in
subscribers and expansion of the Company's coverage, particularly along highway
corridors; however, roaming rates may decline, consistent with industry trends.
Average monthly revenue per subscriber, including in-roaming, decreased
from $56 for the six months ended March 31, 1997 to $49 for the six months ended
March 31, 1998, reflecting the benefit of declining prices to the consumer which
is consistent with an overall industry trend. However, in-roaming revenues per
subscriber per month was unchanged at $13, reflecting the larger scale benefit
of the Company's cell site expansion program.
-12-
<PAGE>
Cost of cellular service decreased as a percentage of service revenues from
21% for the six months ended March 31, 1997 to 15% for the six months ended
March 31, 1998, as revenues derived from the growing subscriber base outpaced
the fixed components of cost of service. The Company has completed negotiations
for lower priced interconnect agreements. The Company expects cost of cellular
service to continue to decline as a percentage of service revenues as revenues
continue to outpace the fixed components of cost of service.
Equipment sales decreased 19% from $1,548,000 for the six months ended
March 31, 1997 to $1,257,000 for the six months ended March 31, 1998, due to
decreases in the sale of accessories. Cost of equipment sales increased 26%
from $6,244,000 for the six months ended March 31, 1997 to $7,887,000 for the
six months ended March 31, 1998. Approximately $3,396,000 and $1,896,000 of the
six months ended March 31, 1998 cost of equipment sales relates to equipment
provided to new and existing customers, respectively, which the customers are
required to return to the Company if service is terminated. Although the
Company retains ownership of the equipment, it carries such equipment at no
value on its balance sheet. The Company expects negative equipment margins in
the future as the Company subsidizes use of handsets to shift consumer focus to
the value of cellular service.
General and administrative costs of cellular operations increased 19% from
$14,172,000 during the six months ended March 31, 1997 to $16,911,000 during the
six months ended March 31, 1998, due to the growth in the customer base. The
majority of these costs were incremental customer billing services and unusual
consulting expenses, offset by a reduction of bad debt expense. General and
administrative costs as a percentage of service revenues increased from 22% for
the six months ended March 31, 1997 to 23% for the six months ended March 31,
1998.
Marketing and selling costs increased 11% from $11,811,000 for the six
months ended March 31, 1997 to $13,270,000 for the six months ended March 31,
1998, primarily as a result of increases in advertising costs and increased
commission costs as a result of higher subscriber activations. Marketing costs
per gross new subscriber decreased 4% from $233 for the six months ended March
31, 1997 to $224 for the six months ended March 31, 1998.
Depreciation and amortization relating to cellular operations increased 15%
from $9,905,000 for the six months ended March 31, 1997 to $11,354,000 for the
six months ended March 31, 1998, primarily related to increased property and
equipment in service.
Paging Operations
-----------------
Paging service revenues were $218,000 for the six months ended March 31,
1998. Revenue producing activities commenced during fiscal 1998. Revenues are
expected to increase in the future as paging subscribers increase.
Paging costs and expenses increased 102% from $993,000 for the six months
ended March 31, 1997 to $2,008,000 for the six months ended March 31, 1998.
This increase is due to the introduction of commercial paging operations during
fiscal 1998. Costs and expenses are expected to increase in the future as
paging operations expand, but at a slower rate than revenue increases.
Other Costs and Expenses
------------------------
Corporate costs and expenses for the six months ended March 31, 1997 were
$(269,000), which represented gross expenses of $2,734,000 less amounts
allocated to nonconsolidated affiliates of $3,003,000. Corporate costs and
expenses for the six months ended March 31, 1998 were $14,301,000, which
represented gross expenses of $18,799,000 less amounts allocated to
nonconsolidated affiliates of $4,498,000. Excluding nonrecurring transaction
costs related to the conversion of stock options associated with the Merger of
$13,400,000, corporate costs and expenses were $901,000. The increase is due
primarily to increased depreciation related to the accelerated depreciation of
certain subscriber equipment which was not allocated to affiliates.
-13-
<PAGE>
Equity in net income of affiliates for the six months ended March 31, 1998
was $1,803,000 compared to a net loss of $1,932,000 for the six months ending
March 31, 1997. The improvement was primarily due to increased profitability of
those markets accounted for under the equity method and the absence of TVX, Inc.
losses in the current period. TVX, Inc. operations ceased in the third fiscal
quarter of 1997.
Amortization of deferred costs increased 98% from $516,000 for the quarter
ended March 31, 1997 to $1,024,000 for the quarter ended March 31, 1998, as a
result of increased deferred costs associated with the Merger.
Interest expense increased 28% from $14,675,000 for the six months ended
March 31, 1997 to $18,737,000 for the six months ended March 31, 1998 due to
higher secured bank financing under the Chase Credit Agreement, offset by lower
interest rates. Cash paid for interest increased from $6,573,000 during the six
months ended March 31, 1997 to $11,323,000 during the six months ended March 31,
1998 due to the semi-annual payment of the Company's 11 1/4% Subordinated Notes
which occurred during the quarter ended December 31, 1997. The fiscal 1997 semi-
annual payment was made during the second fiscal quarter of 1997.
Interest income decreased 28% from $3,583,000 for the six months ended
March 31, 1997 to $2,566,000 for the six months ended March 31, 1998. The
decrease was due to lower notes receivable as a result of repayment of
outstanding debt from nonconsolidated affiliates, and lower cash advances.
Acquisitions and Sales
- ----------------------
On February 10, 1998, the Company consummated a recapitalization whereby AV
Acquisition Corp., ("Newco"), a subsidiary of Blackstone CCI Capital Partners
L.P., a Delaware limited partnership (the "Partnership") affiliated with
Blackstone Management Associates II L.L.C., a Delaware limited liability company
("Blackstone"), was merged into the Company (the "Merger") pursuant to an
Agreement and Plan of Merger dated May 27, 1997 (the "Merger Agreement"). At the
effective time of the Merger, each share of Common Stock issued and outstanding
(other than those shares described below) was converted, at the election of the
holder thereof and subject to the terms of the Merger Agreement, into either (a)
the right to receive $36.00 in cash or (b) the right to retain one fully paid
and nonassessable share of Common Stock. The following shares of Common Stock
were not subject to conversions pursuant to the Merger: shares of Common Stock
held by the Partnership, and partnerships affiliated with Blackstone that
acquired interests in Newco prior to the consummation of the Merger, Newco, and
any wholly-owned subsidiary of the Company or any wholly-owned subsidiary of
Newco; fractional shares that were converted to cash; and shares of Common Stock
in respect of which dissenters' rights had been properly exercised. The election
to retain Common Stock was subject to proration so that, following the Merger,
2,943,055 shares (representing approximately 4% of the issued and outstanding
Common Stock) were retained by existing shareholders of the Company,
representing approximately 13% of the shares of the Company issued and
outstanding immediately after the Merger. The shares of Common Stock owned by
the shareholders of Newco represent approximately 87% of the shares of the
company issued and outstanding after the Merger, resulting in such shareholders
of Newco becoming the controlling shareholders of the Company.
In addition, on February 10, 1998, the Company repurchased approximately
$176,600,000 of the approximately $176,700,000 aggregate principal amount of its
11 3/4% Senior Subordinated Discount Notes and all of the $80,000,000 aggregate
principal amount of its 11 1/4% Subordinated Notes, and repaid the entire amount
of indebtedness under the CoBank Credit Agreement. The Merger, debt repayment,
and payment of certain costs and expenses of the Merger were funded through
borrowings under a $760,000,000 new senior bank credit facility with the Chase
Manhattan Bank as administrative agent and collateral agent, Chase Manhattan
Bank Delaware as fronting bank, and a consortium of lenders (the "Chase Credit
Agreement").
Changes in Financial Condition
- ------------------------------
Net cash used by operating activities was $5,370,000 during the six months
ended March 31, 1998. This was due to net loss after adjustments to reconcile
net cash provided by operating activities of $1,160,000 and by cash used to fund
changes in working capital of $4,210,000.
-14-
<PAGE>
Net cash used by investing activities was $8,302,000 for the six months
ended March 31, 1998. This was due primarily to $15,168,000 required to fund the
purchase of property and equipment and investment in cellular system equipment,
offset by a decrease of $6,900,000 to investments in and advances to affiliates.
Net cash provided by financing activities was $19,046,000 for the six
months ended March 31, 1998. This was primarily due to net increases as a result
of the merger of $21,503,000, offset by distributions to minority interests of
$2,349,000.
Liquidity and Capital Resources
- -------------------------------
CommNet Cellular Inc. (referred to herein as the "parent company") is
effectively a holding company and, accordingly, must rely on distributions, loan
repayments and other intercompany cash flows from its affiliates and
subsidiaries to generate the funds necessary to satisfy the parent company's
capital requirements. On a consolidated basis, the Company's principal source of
financing through February 10, 1998 was a loan facility with CoBank (the "CoBank
Credit Agreement"), pursuant to which CoBank had agreed to lend up to
$165,000,000 to CIFC.
On February 10, 1998, in connection with the closing of the Merger (see
"Acquisitions and Sales"), CIFC and the Company drew down $680,000,000 under the
Chase Credit Agreement which was used, in part, to pay off outstanding amounts
under the CoBank Credit Agreement, to repurchase the majority of the Company's
11 3/4% Senior Subordinated Notes and all of the Company's 11 1/4% Subordinated
Notes, to pay the cash portion of the Merger consideration to holders of the
Company's Common Stock, and to fund costs associated with the Merger. Advances
made under to Chase Credit Agreement will be used, when necessary, to fund
operating requirements of the Company and to fund loans made by CIFC to the
affiliates. The Chase Credit Agreement provides for aggregate credit commitments
of up to $760,000,000 at interest rates that vary for the first six months from
1.25% to 2.50% over prime for variable rate loans or 2.25% to 3.50% over LIBOR
for fixed rate loans. Additionally, in accordance with the terms of the Chase
Credit Agreement, CIFC has entered into various interest rate protection
agreements to reduce the risk of interest rate fluctuations.
All obligations of CIFC are guaranteed by the Company and its wholly-owned
subsidiaries under the Chase Credit Agreement and the guarantees will be secured
by first priority security interest in substantially all tangible and intangible
asses, trademarks, tradenames and equipment of CIFC and the guarantors. In
addition, the Chase Credit Agreement will be secured by a first priority
security interest in substantially all of the assets held by the Company and
certain of its wholly-owned subsidiaries, to the extent the Company and such
subsidiaries have the legal ability to pledge such assets. The Chase Credit
Agreement includes limitations on dividends and distributions on capital stock
and other significant operating and financial restrictions and covenants,
including limits on the ability of the Company and its subsidiaries to incur or
prepay indebtedness, create liens, enter into leases or transactions with
affiliates, sell assets, engage in mergers or acquisitions, make investments,
and redeem or repurchase capital stock or debt.
In addition to the liquidity provided by the Chase Credit Agreement, at
March 31, 1998, the Company, on a consolidated basis, had available $19,506,000
of cash and cash equivalents. The Company's budgeted capital requirements
consist primarily of (i) parent company capital expenditures, working capital
and debt service and (ii) the capital expenditures, working capital, other
operating and debt service requirements of the affiliates.
Capital expenditures in managed markets, reflected as additions to
investments in and advances to affiliates, and additions to property and
equipment and investment in cellular system equipment, for the six months ended
March 31, 1998 was $13,946,000. These expenditures were primarily for 16 new
cell sites, switch upgrades, increased channel capacity, paging infrastructure
and corporate assets. The Company expects capital expenditures for the
remainder of fiscal year 1998 to be $20,319,000 to optimize coverage, upgrade
switching capacity, increased channel capacity and for paging infrastructure.
At March 31, 1998, the Company's near-term debt service requirements
consisted primarily of interest payments on the indebtedness incurred under the
Chase Credit Agreement. The Company anticipates its cash interest expense for
the remainder of fiscal year 1998 under the Chase Credit Agreement will be
$31,200,000.
-15-
<PAGE>
Additional borrowings under the Chase Credit Agreement may be required if
existing cash balances and cash from operating activities is not sufficient to
fund cash interest expense.
The Company believes operating cash flow, existing cash balances and
borrowing availability under the Chase Credit Agreement will be sufficient to
meet future anticipated capital requirements of the parent company and its
affiliates and debt service requirements of the Company at both the parent
company level and on a consolidated basis.
Although the Company believes that the foregoing sources of liquidity will
be sufficient to meet budgeted capital expenditures and debt service
requirements of the parent company and the affiliates, there can be no assurance
that this will be the case. In such event, the Company believes it will be able
to satisfy its capital expenditure and debt service requirements with
unrestricted operating cash flow; however, the Company may be required to reduce
discretionary capital spending. To the extent the Company's cash flow is not
sufficient to satisfy such requirements, the Company will be required to raise
funds through additional financings or asset sales subject to the terms of the
Chase Credit Agreement.
The Company continually evaluates the acquisition of cellular properties.
Acquisitions are likely to require capital in addition to the budgeted capital
requirements described above, and such requirements may in turn require the
issuance of additional debt or equity securities. The Company's ability to
finance the acquisition of additional cellular properties with debt financing
may be constrained by certain restrictions contained in the Chase Credit
Agreement.
-16-
<PAGE>
SUPPLEMENTAL INFORMATION
General. The Company operates, manages and finances cellular telephone
-------
systems, primarily in rural markets in the mountain and plains regions of the
United States. The Company's cellular interests currently represent
approximately 3,570,000 net Company pops in 82 markets located in 14 states.
These markets consist of 72 RSA markets having a total of 5,246,000 pops and 10
MSA markets having a total of 1,315,000 pops, of which the Company's interests
represent 2,885,000 net Company pops and 685,000 net Company pops, respectively.
The Company currently manages 56 of the 82 markets in which it holds an interest
and owns a greater than 50% interest in 46 of its 56 managed markets. As of
March 31, 1998, the Company had net advances of $234,961,000 to RSA and MSA
affiliates. Based on its proportionate ownership interests in these affiliates,
the Company's share of total affiliate loans and advances was $196,406,000. In
addition, the Company had proportionate obligations of additional debt of its
affiliates from other financing sources of $6,675,000. The assets of the
affiliates in which the Company has investments or advances represent 4,277,000
pops, which include 3,570,000 net Company pops and 707,000 pops attributable to
parties other than the Company. Advances related to pops attributable to parties
other than the Company total $39,191,000. Pops refers to the estimated
population of a market as initially licensed by the Federal Communications
Commission ("FCC"). Systems in which the Company holds an interest constitute
one of the largest geographic collections of contiguous cellular markets in the
United States.
The Company has concentrated on creating an integrated network of
contiguous cellular systems comprised of markets which are managed by the
Company. The network currently consists of 56 markets (49 RSA and 7 MSA markets)
spanning nine states and represents approximately 4,161,000 total pops and
3,212,000 net Company pops. As of March 31, 1998, the RSA and MSA managed
markets had 232,157 and 74,952 subscribers, respectively.
Information regarding the Company's net interest in each cellular licensee
and the market subject to such license, as of May 8, 1998, is summarized in the
following table.
<TABLE>
<CAPTION>
Net Company
MSA or Interest in 1996 Net Company Pops
RSA Code (1) State Licensee (2) Population (3)(6) (4)
- ----------------- ---------------- ------------------- --------------------- -----------------
<S> <C> <C> <C> <C>
MSAs:
141 Minnesota 16.34% 240,234 39,254
185 Indiana 16.67% 170,755 28,465
241*(5) Colorado 73.99% 130,921 96,868
253*(5) Iowa 74.50% 120,902 90,072
267*(5) South Dakota 51.00% 137,742 70,248
268*(5) Montana 91.63% 126,711 116,105
279 Maine 11.11% 103,721 11,522
289*(5) South Dakota 100.00% 111,904 111,904
297*(5) Montana 91.63% 81,568 74,741
298*(5) North Dakota 51.00% 90,439 46,124
--------- -------
Total MSA 1,314,897 685,303
RSAs:
348* Colorado 10.00% 47,002 4,700
349*(5) Colorado 61.75% 62,939 38,865
351*(5) Colorado 61.75% 74,044 45,722
352*(5) Colorado 66.00% 30,019 19,813
353*(5) Colorado 100.00% 72,920 72,920
354*(5) Colorado (B1) 69.40% 47,604 33,037
355* Colorado 49.00% 45,762 22,423
356* Colorado (B1) 49.00% 25,426 12,459
</TABLE>
-17-
<PAGE>
<TABLE>
<CAPTION>
Net Company
MSA or Interest in 1996 Net Company
RSA Code (1) State Licensee (2) Population (3)(6) Pops (4)
- ----------------- ------------------- ------------------ -------------------- -----------------
<S> <C> <C> <C> <C>
389 Idaho 50.00% 71,284 35,642
390 Idaho 33.33% 17,602 5,867
392*(5) Idaho (B1) 100.00% 141,031 141,031
393*(5) Idaho 91.64% 293,120 268,615
415 Iowa 10.11% 155,178 15,694
416 (5) Iowa 78.57% 109,023 85,659
417*(5) Iowa 100.00% 155,268 155,268
419* Iowa 44.92% 54,745 24,591
420*(5) Iowa 100.00% 63,302 63,302
424* Iowa 50.00% 66,929 33,465
425* Iowa 13.28% 107,809 14,321
426* Iowa 49.14% 83,580 41,070
427* Iowa 49.17% 103,912 51,090
428 Kansas 3.07% 27,741 852
429 Kansas 3.07% 30,523 937
430 Kansas 3.07% 53,026 1,628
431 Kansas 3.07% 137,928 4,234
432 Kansas 3.07% 31,040 953
433 Kansas 3.07% 20,123 618
434 Kansas 3.07% 80,524 2,472
435 Kansas 3.07% 131,254 4,029
436 Kansas 3.07% 58,858 1,807
437 Kansas 3.07% 109,008 3,347
438 Kansas 3.07% 84,143 2,583
439 Kansas 3.07% 43,831 1,346
440 Kansas 3.07% 29,677 911
441 Kansas 3.07% 175,260 5,380
442 Kansas 3.07% 155,007 4,759
512 Missouri (B1) 14.70% 56,464 8,300
523*(5) Montana (B1) 91.63% 72,719 66,632
523*(5) Montana (B2) 91.63% 78,894 72,291
524*(5) Montana (B1) 91.63% 34,780 31,869
526*(5) Montana (B1) 91.63% 21,753 19,932
527*(5) Montana 91.63% 189,151 173,319
528*(5) Montana 91.63% 65,206 59,748
529*(5) Montana 91.63% 30,030 27,516
530*(5) Montana 91.63% 92,780 85,014
531*(5) Montana 91.63% 33,426 30,628
532*(5) Montana 91.63% 20,078 18,397
553*(5) New Mexico (B2) 58.36% 113,473 66,223
555 New Mexico 12.25% 89,939 11,018
557 New Mexico 16.33% 59,835 9,772
580*(5) North Dakota 53.36% 103,812 55,393
581* North Dakota 49.00% 60,895 29,839
582 North Dakota 41.45% 90,709 37,598
583* North Dakota 49.00% 63,305 31,019
584*(5) North Dakota 61.75% 48,606 30,014
634*(5) South Dakota 100.00% 37,096 37,096
635*(5) South Dakota 100.00% 23,000 23,000
636*(5) South Dakota 100.00% 53,557 53,557
</TABLE>
-18-
<PAGE>
<TABLE>
<CAPTION>
Net Company
MSA or Interest in 1996 Net Company
RSA Code (1) State Licensee (2) Population (3)(6) Pops (4)
- ----------------- ------------------- -------------------- ---------------------- --------------------
<S> <C> <C> <C> <C>
638*(5) South Dakota (B1) 100.00% 17,069 17,069
638*(5) South Dakota (B2) 100.00% 9,102 9,102
639*(5) South Dakota (B1) 100.00% 36,886 36,886
639*(5) South Dakota (B2) 100.00% 3,233 3,233
640*(5) South Dakota 64.49% 67,096 43,270
641*(5) South Dakota 61.13% 73,887 45,167
642* South Dakota 49.00% 96,725 47,395
675*(5) Utah 100.00% 56,209 56,209
676*(5) Utah 100.00% 107,882 107,882
677*(5) Utah (B3) 100.00% 39,506 39,506
678*(5) Utah 80.00% 28,326 22,661
718*(5) Wyoming 66.00% 50,273 33,180
719*(5) Wyoming 100.00% 76,440 76,440
720*(5) Wyoming 100.00% 147,595 147,595
--------- ---------
Total RSA 5,246,179 2,885,188
--------- ---------
Total MSA and RSA 6,561,076 3,570,483
========= =========
</TABLE>
__________
(1) MSA ranking is based on population as established by the FCC. RSAs have
been numbered by the FCC alphabetically by state.
(2) Represents the net ownership interest of the Company in the licensee for a
cellular telephone system in the respective market. Net ownership of
greater than 50% does not necessarily represent a controlling interest in
such licensee.
(3) Derived from the Demographics On-Call 1996 population estimates.
(4) Net Company Pops represents Net Company Interest in Licensee multiplied by
1996 population.
(5) The operations of these markets are currently reflected on a consolidated
basis in the Company's consolidated financial statements. The operations
of the other markets in which the Company holds an interest are reflected
in such financial statements on either an equity or a cost basis.
(6) Represents population within the market area initially licensed by the FCC.
The number of pops which are covered by radio signal in a market is
expected to be marginally lower than the market's total pops on a going-
forward basis.
Markets managed by the Company are denoted by an asterisk (*).
-19-
<PAGE>
Subscriber Growth Table
- -----------------------
Information regarding subscribers to the MSA and RSA cellular systems
managed by the Company is summarized by the following table:
<TABLE>
<CAPTION>
Number of
Number of Estimated Population Number of
Operating Systems of Operating Systems Subscribers Suscriber
-------------------- ------------------------------------------ --------------------------------------
Total MSA RSA Total MSA RSA Total MSA RSA Growth
------ ------ ----- ----------- ------------- ------------ ---------- ------ --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Sept 30, 1987 0 0 0 0 0 0 0 0
Sept 30, 1988 4 4 0 504,529 504,529 (1) 0 424 424 0
Sept 30, 1989 4 4 0 500,804 500,804 (2) 0 1,362 1,362 0 221.23%
Sept 30, 1990 18 4 14 1,687,481 500,804 (2) 1,186,677 (2) 6,444 3,513 2,931 373.13%
Sept 30, 1991 49 5 44 3,509,779 566,722 (3) 2,943,057 (3) 17,952 6,387 11,565 178.58%
Sept 30, 1992 49 5 44 3,509,779 566,722 (3) 2,943,057 (3) 35,884 11,119 24,765 99.89%
Sept 30, 1993 50 6 44 3,665,758 644,526 (4) 3,021,232 (4) 60,381 17,898 42,483 68.27%
Sept 30, 1994 55 7 48 3,906 063 771,660 (5) 3,134,403 (5) 99,002 30,711 68,291 63.96%
Sept 30, 1995 56 7 49 4,220,975 785,866 (6) 3,435,109 (6) 151,482 42,401 109,081 53.01%
Sept 30, 1996 55 7 48 4,105,119 792,913 (7) 3,312,206 (7) 211,278 55,896 155,382 39.47%
Sept 30, 1997 56 7 49 4,329,904 798,807 (8) 3,537,369 (8) 274,745 68,579 206,166 30.04%
Dec 31, 1997 56 7 49 4,329,904 798,807 (8) 3,537,369 (8) 289,841 71,293 218,548 5.49%
Mar 31, 1998 56 7 49 4,329,904 798,804 (8) 3,537,369 (8) 307,109 74,952 232,157 5.96%
</TABLE>
_______________
(1) Derived from 1988 Donnelley Market Service population estimates.
(2) Derived from 1989 Donnelley Market Service population estimates.
(3) Derived from 1990 Census Report.
(4) Derived from 1992 Donnelley Market Service population estimates.
(5) Derived from 1993 Strategic Marketing, Inc. population estimates.
(6) Derived from 1994 Strategic Marketing, Inc. population estimates.
(7) Derived from 1995 Demographics On-Call population estimates.
(8) Derived from 1996 Demographics On-Call population estimates.
-20-
<PAGE>
Supplemental Information:
SELECTED COMBINED AND PROPORTIONATE
OPERATING RESULTS OF CELLULAR LICENSEES
The following table presents operating data for all cellular licensees in
which the Company holds an interest. The "Combined," "Financed Proportionate"
and "Company Proportionate" operating results, which are not included in the
Company's consolidated financial statements, are provided to assist in
understanding the results of the licensees in which the Company holds an
interest. Generally accepted accounting principles ("GAAP") prescribe inclusion
of revenues and expenses for consolidated interests (generally interests of more
than 50%), but not for equity interests (generally interests of 20% to 50%) or
cost interests (generally interests of less than 20%). Equity accounting
ordinarily results in the same net income as consolidation; however, the net
operating results are reflected on one line below operating income. Operating
activity related to interests accounted for under the cost method are not
reflected at all in a GAAP operating statement.
<TABLE>
<CAPTION>
Six Months ended March 31,
--------------------------------------------------------------------------------------------------
1998 1997 1998 1997 1998 1997
------------------------------ ---------------------------------- ----------------------------
Combined (1) Financed Proportionate (2) Company Proportionate (3)
------------------------------ ---------------------------------- ----------------------------
<S> <C> <C> <C> <C> <C> <C>
MANAGED MARKETS
Revenues:
Cellular service $ 64,357 $ 58,739 $ 57,988 $ 54,945 $ 48,398 $ 44,468
In-roaming 21,706 17,381 19,559 16,258 16,685 13,365
Equipment sales 1,384 1,646 1,242 1,558 1,084 1,323
-------- -------- -------- -------- -------- --------
Total revenues 87,447 77,766 78,789 72,761 66,167 59,156
Costs and expenses
involving cash:
Cost of sales:
Cellular service
(including in-roaming) 12,516 14,447 11,545 13,759 9,645 11,311
Equipment sales 9,279 6,862 8,368 6,378 7,075 5,385
General and administrative (4) 20,223 16,611 33,077 (5) 16,691 29,452 (5) 12,966
Marketing and selling 15,656 14,303 14,238 13,383 11,713 10,724
-------- -------- -------- -------- -------- --------
Total cash costs and
expenses 57,674 52,223 67,228 50,211 57,885 40,386
-------- -------- -------- -------- -------- --------
EBITDA $ 29,773 $ 25,543 $ 11,561 $ 22,550 $ 8,282 $ 18,770
======== ======== ======== ======== ======== ========
Capital expenditures $ 13,946 $ 19,749 $ 13,118 $ 18,816 $ 11,291 $ 16,349
Subscriber count 307,109 244,453 275,019 224,803 227,333 182,093
Total markets 56 56 56 56 56 56
NONMANAGED MARKETS
Revenues:
Cellular service
(including in-roaming) $ 65,482 $ 61,825 $ 10,491 $ 9,765 $ 7,546 $ 7,288
Equipment sales 4,525 3,750 427 405 336 302
-------- -------- -------- -------- -------- --------
Total revenues 70,007 65,575 10,918 10,170 7,882 7,590
Costs and expenses
involving cash:
Cost of sales:
Cellular service 13,415 13,908 2,032 2,370 1,438 1,833
Equipment sales 6,670 4,771 596 655 453 468
General and administrative 15,643 10,500 2,471 2,094 1,720 1,469
Marketing and selling 11,402 13,523 2,289 2,155 1,765 1,693
-------- -------- -------- -------- -------- --------
Total cash costs
and expenses 47,130 42,702 7,388 7,274 5,376 5,463
-------- -------- -------- -------- -------- --------
EBITDA $ 22,877 $ 22,873 $ 3,530 $ 2,896 $ 2,506 $ 2,127
======== ======== ======== ======== ======== ========
Capital expenditures $ 8,633 $ 7,863 $ 1,401 $ 1,601 $ 1,140 $ 1,029
Subscriber count 203,109 179,769 34,837 28,478 25,733 20,948
Total markets 26 26 26 26 26 26
</TABLE>
-21-
<PAGE>
<TABLE>
<CAPTION>
Six Months ended March 31,
----------------------------
1998 1997
---- ----
<S> <C> <C>
Reconciliation From Company Proportionate EBITDA to Consolidated Reporting
Total proportionate EBITDA (managed and nonmanaged markets) $ 10,788 $ 20,897
Proportionate depreciation and amortization (10,452) (8,619)
Proportionate interest expense (6,829) (4,623)
Equity in nonlicensee affiliates (566) (3,311)
Minority interests 68 1,719
Intercompany interest 6,450 4,072
Amortization of license costs not owned by affiliates (1,015) (1,978)
Unallocated corporate expenses (3,171) (840)
Interest expense (net) and other (15,577) (11,606)
Merger costs (33,500) -
-------- --------
Consolidated net loss $(53,804) $ (4,289)
======== ========
</TABLE>
_______________
(1) Includes 100% of the operating activity of all licensees, regardless of the
Company's ownership interest. This is essentially equivalent to
consolidating all licensees regardless of ownership percentage.
(2) Includes that percentage of a licensee's operating results which equals the
Company's ownership interest as well as the ownership interest held by
affiliates of the Company that are financed by CIFC.
(3) Includes only that percentage of a licensee's operating results which
corresponds to the Company's ownership interest. This is essentially
equivalent to a pro rata consolidation.
(4) Includes corporate costs and expenses.
(5) Includes $13,400,000 of transaction costs related to the Merger.
-22-
<PAGE>
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
- ------ --------------------------------
(a) Exhibits
None.
(b) Reports on Form 8-K filed during the quarter ended March 31,
1998:
None.
-23-
<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.
COMMNET CELLULAR INC. (Registrant)
Date: May 15, 1998 By: /s/Daniel P. Dwyer
------------------------------------------
Daniel P. Dwyer
Executive Vice President, Treasurer &
Chief Financial Officer
Date: May 15, 1998 By: /s/Andrew J. Gardner
--------------------
Andrew J. Gardner
Senior Vice President and Controller
(Principal Accounting Officer)
-24-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-START> OCT-01-1997
<PERIOD-END> MAR-31-1998
<CASH> 19,506
<SECURITIES> 0
<RECEIVABLES> 24,501
<ALLOWANCES> 2,329
<INVENTORY> 6,582
<CURRENT-ASSETS> 53,081
<PP&E> 222,384
<DEPRECIATION> 77,387
<TOTAL-ASSETS> 376,256
<CURRENT-LIABILITIES> 23,256
<BONDS> 682,996
0
0
<COMMON> 294,127
<OTHER-SE> (633,390)
<TOTAL-LIABILITY-AND-EQUITY> 376,256
<SALES> 73,843
<TOTAL-REVENUES> 73,843
<CGS> 18,939
<TOTAL-COSTS> 76,784
<OTHER-EXPENSES> (2,397)
<LOSS-PROVISION> 1,058
<INTEREST-EXPENSE> 18,737
<INCOME-PRETAX> (20,304)
<INCOME-TAX> 0
<INCOME-CONTINUING> (20,304)
<DISCONTINUED> 0
<EXTRAORDINARY> (33,500)
<CHANGES> 0
<NET-INCOME> (53,804)
<EPS-PRIMARY> (0.96)
<EPS-DILUTED> 0
</TABLE>
