<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report
February 9, 2000
WESTERN WIRELESS CORPORATION
--------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Washington
----------------------------------------------
(State or Other Jurisdiction of Incorporation)
000-28160 91-1638901
------------------------ ---------------------------------
(Commission File Number) (IRS Employer Identification No.)
Suite 400
3650 131st Avenue SE
Bellevue, WA 98006
----------------------------------------
(Address of Principal Executive Offices)
(Zip Code)
Registrant's telephone number, including area code: (425) 586-8700
-------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE> 2
ITEM 5. OTHER EVENTS
FOR IMMEDIATE RELEASE
WESTERN WIRELESS ANNOUNCES FOURTH QUARTER 1999 FINANCIAL RESULTS
- ALMOST 42,000 QUARTERLY NET INTERNAL ADDS, RECORD FOR COMPANY -
BELLEVUE, Wash. (February 9, 2000) -- Western Wireless Corporation (NASDAQ:
WWCA), a leading provider of communication services to rural America, announced
today its financial and operating results for the fourth quarter ended December
31, 1999.
"Fourth quarter financial results were robust, with EBITDA (operating
income before non-cash charges) of $64 million, a 50 percent increase from the
same quarter in 1998. We continued to expand our rural presence by acquiring
almost 19,000 domestic subscribers in 2 RSA's. In addition, Western Wireless
International widened their reach by obtaining a license to provide nationwide
PCS service in Bolivia," said John W. Stanton, chairman and chief executive
officer of Western Wireless.
COMPANY RESULTS
Mikal Thomsen, president and chief operating officer of Western Wireless,
commented, "We added a record number of subscribers this quarter, a total of
almost 42,000. At the end of 1999, we had domestic subscribers of 834,700, an
increase of 26% over the end of 1998. This quarter we continued to upgrade cell
sites and we opened our second call center, expanding our service in all
directions."
During the fourth quarter of 1999, domestic subscribers increased by
60,700, including 18,800 from acquisitions, to 834,700. Service revenues
increased 35 percent from the same quarter a year ago to $151.1 million and
total revenues were $157.9 million, up 36 percent over the same quarter a year
ago. EBITDA for the quarter was $64.3 million, a 50 percent increase over the
fourth quarter of 1998. A non-cash expense of $8.9 million was recognized for
stock based compensation. Net loss was $.8 million, a loss of $.01 per share for
the quarter. Capital expenditures were $58 million for the quarter and $6.3
million in free cash flow (EBITDA less capital expenditures) was generated
during the fourth quarter of 1999.
For the year ended December 31, 1999 total revenues for the company were
$567.3 million, a 36 percent increase from $416.6 million in 1998. Service
revenues for the year ended December 31, 1999 were $543.9 million, a 35%
increase over 1998. EBITDA for the year ended December 31, 1999 was $242.2
million compared to an EBITDA of $155.7 million in 1998, an increase of 56%. The
net loss for
<PAGE> 3
the year ended December 31, 1999 was $148.8 million, a loss of $1.94 per share,
compared to a loss of $224.1 million, a loss of $2.95 per share, for the year
ended December 31, 1998.
WESTERN WIRELESS INTERNATIONAL
Western Wireless International ("WWI") had a successful 1999, marked by
launching service in Haiti and Croatia and acquiring a new license in Bolivia.
At the end of 1999, WWI operating companies held licenses in 7 countries and
served 320,000 customers.
Located in Bellevue, Wash., Western Wireless Corp. is a leading provider of
wireless communications services in the western United States and abroad. It
currently offers cellular service marketed under the Cellular One(R) name in 19
western states. Through its subsidiaries, Western Wireless is licensed to offer
wireless service in 7 countries.
FOR FURTHER INFORMATION CONTACT:
Investment Community: Media:
Gina Haggerty John Snyder
(800) 261-5960 Snyder Buscher Group
[email protected] (206) 652-9704
[email protected]
<PAGE> 4
WESTERN WIRELESS CORPORATION
Consolidated Statements of Operations and Comprehensive Losses
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
Twelve Months Ended December 31,
----------------------------------------------------------
1999 1998 1999 1998
------------ --------------- ------------ -------------
<S> <C> <C> <C> <C>
Revenues:
Subscriber revenues $ 103,419 $ 88,248 $ 388,062 $ 330,050
Roamer revenues 46,583 22,075 150,725 66,744
Equipment sales 6,801 4,602 23,482 14,699
Other revenues 1,080 1,297 5,072 5,127
------------ --------------- ------------ -------------
Total revenues 157,883 116,222 567,341 416,620
------------ --------------- ------------ -------------
Operating expenses:
Cost of service 20,166 15,579 68,883 55,592
Cost of equipment sales 10,395 8,925 36,249 33,149
General and administrative 34,541 24,527 120,434 88,888
Sales and marketing 28,516 24,410 99,610 83,309
Depreciation and amortization 25,948 20,161 102,013 74,402
Stock based compensation 8,877 79,223
------------ --------------- ------------ -------------
Total operating expenses 128,443 93,602 506,412 335,340
------------ --------------- ------------ -------------
Operating income 29,440 22,620 60,929 81,280
------------ --------------- ------------ -------------
Other income (expense):
Interest and financing expense, net (28,232) (23,739) (99,993) (92,227)
Equity in net loss of unconsolidated affiliates (2,987) 438 (14,529) (4,746)
Other, net 834 433 3,862 1,855
------------ --------------- ------------ -------------
Total other income (expense) (30,385) (22,868) (110,660) (95,118)
------------ --------------- ------------ -------------
Minority interest in net loss of consolidated
subsidiaries 162 479 1,610 479
------------ --------------- ------------ -------------
Net income (loss) from continuing operations (783) 231 (48,121) (13,359)
------------ --------------- ------------ -------------
Net loss from discontinued operations (57,437) (82,152) (210,710)
Cost of discontinuance (18,500)
--------------- ------------ -------------
Total discontinued operations (57,437) (100,652) (210,710)
--------------- ------------ -------------
Net loss $ (783) $ (57,206) $ (148,773) $ (224,069)
============ =============== ============ =============
Basic and diluted loss per share:
Continuing operations $ (0.01) $ 0.00 $ (0.63) $ (0.17)
Discontinued operations (0.76) (1.31) (2.78)
============ =============== ============ =============
Basic and diluted loss per share $ (0.01) $ (0.76) $ (1.94) $ (2.95)
============ =============== ============ =============
Weighted average shares used in
computing basic and diluted loss per share 77,348,000 75,968,000 76,775,000 75,863,000
============ =============== ============ =============
Comprehensive loss:
Net loss $ (783) $ (57,206) $ (148,773) $ (224,069)
Other comprehensive income:
Foreign currency translation adjustment (2,126) (2,328) (2,316) (2,328)
------------ --------------- ------------ -------------
Total comprehensive loss $ (2,909) $ (59,534) $ (151,089) $ (226,397)
============ =============== ============ =============
Supplementary Financial and Operational Data
EBITDA(1) $ 64,265 $ 42,781 $ 242,165 $ 155,682
============ =============== ============ =============
Beginning subscribers 774,000 620,300 660,400 520,000
Change in subscribers (excluding acquisitions) 41,900 40,100 150,300 135,300
Change in subscribers due to acquisitions 18,800 24,000 5,100
------------ --------------- ------------ -------------
Total change in subscribers 60,700 40,100 174,300 140,400
------------ --------------- ------------ -------------
Ending subscribers 834,700 660,400 834,700 660,400
============ =============== ============ =============
</TABLE>
(1) EBITDA represents operating income before depreciation, amortization
and stock based compensation.
<PAGE> 5
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 hereunto duly authorized.
WESTERN WIRELESS CORPORATION
Dated: February 9, 2000
By /s/ Alan R. Bender
--------------------------
Alan R. Bender
Executive Vice President,
General Counsel and Secretary