e10vq
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
Form 10-Q
|
|
|
þ
|
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|
For the quarterly period ended
September 30, 2006
|
OR
|
o
|
|
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: 0-32421
NII HOLDINGS, INC.
(Exact name of registrant as
specified in its charter)
|
|
|
Delaware
|
|
91-1671412
|
(State or Other Jurisdiction
of
Incorporation or Organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
10700 Parkridge Boulevard,
Suite 600
Reston, Virginia
(Address of Principal
Executive Offices)
|
|
20191
(Zip
Code)
|
(703) 390-5100
(Registrants Telephone
Number, Including Area Code)
Not
Applicable
(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 þ No o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated
filer. See definition of accelerated filer and large
accelerated filer in
Rule 12b-2
of the Exchange Act. (Check one):
Large accelerated
filer þ Accelerated
filer o Non-accelerated
filer o
Indicate by check mark whether the registrant is a shell company
(as defined in
Rule 12b-2
of the Exchange
Act). Yes o No þ
Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Sections 12,
13 or 15(d) of the Securities Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a
court. Yes þ No o
Indicate the number of shares outstanding of each of the
issuers classes of common stock, as of the latest
practicable date.
|
|
|
|
|
Number of Shares Outstanding
|
Title of Class
|
|
on November 2, 2006
|
|
Common Stock, $0.001 par
value per share
|
|
154,705,791
|
NII
HOLDINGS, INC. AND SUBSIDIARIES
INDEX
1
PART I
FINANCIAL INFORMATION
|
|
Item 1.
|
Financial
Statements.
|
NII
HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except par values)
Unaudited
|
|
|
|
|
|
|
|
|
|
|
September 30,
|
|
|
December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
ASSETS
|
Current assets
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
668,255
|
|
|
$
|
877,536
|
|
Short-term investments
|
|
|
|
|
|
|
7,371
|
|
Accounts receivable, less
allowance for doubtful accounts of $13,576 and $11,677
|
|
|
274,381
|
|
|
|
218,777
|
|
Handset and accessory inventory
|
|
|
72,380
|
|
|
|
54,158
|
|
Deferred income taxes, net
|
|
|
60,161
|
|
|
|
80,132
|
|
Prepaid expenses and other
|
|
|
69,103
|
|
|
|
44,219
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
1,144,280
|
|
|
|
1,282,193
|
|
Property, plant and equipment,
net of accumulated
depreciation of $406,710 and $277,059
|
|
|
1,267,349
|
|
|
|
933,923
|
|
Intangible assets,
net
|
|
|
81,970
|
|
|
|
83,642
|
|
Deferred income taxes,
net
|
|
|
197,898
|
|
|
|
200,204
|
|
Other assets
|
|
|
343,319
|
|
|
|
121,002
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
3,034,816
|
|
|
$
|
2,620,964
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND
STOCKHOLDERS EQUITY
|
Current liabilities
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
85,546
|
|
|
$
|
82,250
|
|
Accrued expenses and other
|
|
|
355,367
|
|
|
|
311,758
|
|
Deferred revenues
|
|
|
75,731
|
|
|
|
59,595
|
|
Accrued interest
|
|
|
7,432
|
|
|
|
11,314
|
|
Current portion of long-term debt
|
|
|
19,972
|
|
|
|
24,112
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
544,048
|
|
|
|
489,029
|
|
Long-term debt
|
|
|
1,218,822
|
|
|
|
1,148,846
|
|
Deferred revenues (related
party)
|
|
|
36,928
|
|
|
|
39,309
|
|
Other long-term liabilities and
deferred credits
|
|
|
141,150
|
|
|
|
132,379
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
1,940,948
|
|
|
|
1,809,563
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies
(Note 7)
|
|
|
|
|
|
|
|
|
Stockholders
equity
|
|
|
|
|
|
|
|
|
Undesignated preferred stock, par
value $0.001, 10,000 shares authorized 2006 and
2005, no shares issued or outstanding 2006 and 2005
|
|
|
|
|
|
|
|
|
Common stock, par value $0.001,
154,674 shares issued and outstanding 2006,
152,148 shares issued and outstanding 2005
|
|
|
155
|
|
|
|
152
|
|
Paid-in capital
|
|
|
599,136
|
|
|
|
508,209
|
|
Retained earnings
|
|
|
522,637
|
|
|
|
336,048
|
|
Deferred compensation
|
|
|
|
|
|
|
(7,428
|
)
|
Accumulated other comprehensive
loss
|
|
|
(28,060
|
)
|
|
|
(25,580
|
)
|
|
|
|
|
|
|
|
|
|
Total stockholders equity
|
|
|
1,093,868
|
|
|
|
811,401
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and
stockholders equity
|
|
$
|
3,034,816
|
|
|
$
|
2,620,964
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these condensed
consolidated financial statements.
2
NII
HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME
(in thousands, except per share amounts)
Unaudited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
|
|
|
Three Months Ended
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
2006
|
|
|
2005
|
|
|
2006
|
|
|
2005
|
|
|
Operating revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service and other revenues
|
|
$
|
1,630,291
|
|
|
$
|
1,175,826
|
|
|
$
|
590,086
|
|
|
$
|
430,318
|
|
Digital handset and accessory
revenues
|
|
|
69,995
|
|
|
|
57,402
|
|
|
|
25,500
|
|
|
|
22,047
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,700,286
|
|
|
|
1,233,228
|
|
|
|
615,586
|
|
|
|
452,365
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of service (exclusive of
depreciation and amortization included below)
|
|
|
438,724
|
|
|
|
332,224
|
|
|
|
159,562
|
|
|
|
117,727
|
|
Cost of digital handsets and
accessories
|
|
|
228,957
|
|
|
|
178,262
|
|
|
|
88,801
|
|
|
|
67,701
|
|
Selling, general and administrative
|
|
|
566,196
|
|
|
|
375,776
|
|
|
|
209,206
|
|
|
|
138,787
|
|
Depreciation
|
|
|
132,655
|
|
|
|
85,185
|
|
|
|
50,771
|
|
|
|
32,104
|
|
Amortization
|
|
|
4,443
|
|
|
|
4,398
|
|
|
|
1,631
|
|
|
|
1,611
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,370,975
|
|
|
|
975,845
|
|
|
|
509,971
|
|
|
|
357,930
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
329,311
|
|
|
|
257,383
|
|
|
|
105,615
|
|
|
|
94,435
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income
(expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net
|
|
|
(66,103
|
)
|
|
|
(46,842
|
)
|
|
|
(23,656
|
)
|
|
|
(20,678
|
)
|
Interest income
|
|
|
38,997
|
|
|
|
20,371
|
|
|
|
13,259
|
|
|
|
10,258
|
|
Foreign currency transaction
(losses) gains, net
|
|
|
(801
|
)
|
|
|
2,426
|
|
|
|
2,682
|
|
|
|
359
|
|
Debt conversion expense
|
|
|
|
|
|
|
(8,930
|
)
|
|
|
|
|
|
|
|
|
Other expense, net
|
|
|
(7,275
|
)
|
|
|
(7,365
|
)
|
|
|
(1,687
|
)
|
|
|
(3,695
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(35,182
|
)
|
|
|
(40,340
|
)
|
|
|
(9,402
|
)
|
|
|
(13,756
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income tax
provision
|
|
|
294,129
|
|
|
|
217,043
|
|
|
|
96,213
|
|
|
|
80,679
|
|
Income tax provision
|
|
|
(107,540
|
)
|
|
|
(91,651
|
)
|
|
|
(30,525
|
)
|
|
|
(30,837
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
186,589
|
|
|
$
|
125,392
|
|
|
$
|
65,688
|
|
|
$
|
49,842
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income, per common share,
basic
|
|
$
|
1.22
|
|
|
$
|
0.87
|
|
|
$
|
0.43
|
|
|
$
|
0.33
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income, per common share,
diluted
|
|
$
|
1.08
|
|
|
$
|
0.77
|
|
|
$
|
0.38
|
|
|
$
|
0.30
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of
common shares outstanding, basic
|
|
|
153,403
|
|
|
|
144,565
|
|
|
|
154,524
|
|
|
|
151,101
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of
common shares outstanding, diluted
|
|
|
183,839
|
|
|
|
174,207
|
|
|
|
184,319
|
|
|
|
178,413
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income, net of
income tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation
adjustment
|
|
$
|
(4,193
|
)
|
|
$
|
32,457
|
|
|
$
|
23,390
|
|
|
$
|
6,711
|
|
Unrealized gains (losses) on
derivatives, net
|
|
|
1,713
|
|
|
|
(2,037
|
)
|
|
|
(1,406
|
)
|
|
|
(468
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive (loss) income
|
|
|
(2,480
|
)
|
|
|
30,420
|
|
|
|
21,984
|
|
|
|
6,243
|
|
Net income
|
|
|
186,589
|
|
|
|
125,392
|
|
|
|
65,688
|
|
|
|
49,842
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income, net of
income tax
|
|
$
|
184,109
|
|
|
$
|
155,812
|
|
|
$
|
87,672
|
|
|
$
|
56,085
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these condensed
consolidated financial statements.
3
NII
HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN
STOCKHOLDERS EQUITY
For the Nine Months Ended September 30, 2006 and
2005
(in thousands)
Unaudited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
Total
|
|
|
|
Common Stock
|
|
|
Paid-in
|
|
|
Retained
|
|
|
Deferred
|
|
|
Comprehensive
|
|
|
Stockholders
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Earnings
|
|
|
Compensation
|
|
|
Loss
|
|
|
Equity
|
|
|
Balance, January 1,
2006
|
|
|
152,148
|
|
|
$
|
152
|
|
|
$
|
508,209
|
|
|
$
|
336,048
|
|
|
$
|
(7,428
|
)
|
|
$
|
(25,580
|
)
|
|
$
|
811,401
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
186,589
|
|
|
|
|
|
|
|
|
|
|
|
186,589
|
|
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,480
|
)
|
|
|
(2,480
|
)
|
Implementation of SFAS 123R
|
|
|
|
|
|
|
|
|
|
|
(7,428
|
)
|
|
|
|
|
|
|
7,428
|
|
|
|
|
|
|
|
|
|
Share-based payment expense
|
|
|
|
|
|
|
|
|
|
|
30,375
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,375
|
|
Conversion of 3.5% convertible
notes to common stock
|
|
|
12
|
|
|
|
|
|
|
|
160
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
160
|
|
Exercise of stock options
|
|
|
2,514
|
|
|
|
3
|
|
|
|
49,251
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
49,254
|
|
Tax benefit on exercise of stock
options
|
|
|
|
|
|
|
|
|
|
|
18,569
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,569
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, September 30,
2006
|
|
|
154,674
|
|
|
$
|
155
|
|
|
$
|
599,136
|
|
|
$
|
522,637
|
|
|
$
|
|
|
|
$
|
(28,060
|
)
|
|
$
|
1,093,868
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
Total
|
|
|
|
Common Stock
|
|
|
Paid-in
|
|
|
Retained
|
|
|
Deferred
|
|
|
Comprehensive
|
|
|
Stockholders
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Earnings
|
|
|
Compensation
|
|
|
Loss
|
|
|
Equity
|
|
|
Balance, January 1,
2005
|
|
|
139,662
|
|
|
$
|
140
|
|
|
$
|
316,983
|
|
|
$
|
161,267
|
|
|
$
|
(12,644
|
)
|
|
$
|
(43,799
|
)
|
|
$
|
421,947
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
125,392
|
|
|
|
|
|
|
|
|
|
|
|
125,392
|
|
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,420
|
|
|
|
30,420
|
|
Reversal of deferred tax asset
valuation allowance
|
|
|
|
|
|
|
|
|
|
|
20,637
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,637
|
|
Conversion of 3.5% convertible
notes to common stock
|
|
|
6,636
|
|
|
|
7
|
|
|
|
88,471
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
88,478
|
|
Reversal of deferred financing
costs on debt conversion
|
|
|
|
|
|
|
|
|
|
|
(1,974
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,974
|
)
|
Amortization of restricted stock
expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,074
|
|
|
|
|
|
|
|
4,074
|
|
Exercise of stock options
|
|
|
4,934
|
|
|
|
5
|
|
|
|
20,970
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,975
|
|
Tax benefit on exercise of stock
options
|
|
|
|
|
|
|
|
|
|
|
8,520
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,520
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, September 30,
2005
|
|
|
151,232
|
|
|
$
|
152
|
|
|
$
|
453,607
|
|
|
$
|
286,659
|
|
|
$
|
(8,570
|
)
|
|
$
|
(13,379
|
)
|
|
$
|
718,469
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these condensed
consolidated financial statements.
4
NII
HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 30, 2006 and
2005
(in thousands)
Unaudited
|
|
|
|
|
|
|
|
|
|
|
2006
|
|
|
2005
|
|
|
Cash flows from operating
activities
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
186,589
|
|
|
$
|
125,392
|
|
Adjustments to reconcile net income
to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
Amortization of debt financing costs
|
|
|
3,535
|
|
|
|
2,080
|
|
Depreciation and amortization
|
|
|
137,098
|
|
|
|
89,583
|
|
Provision for losses on accounts
receivable
|
|
|
21,783
|
|
|
|
12,461
|
|
Provision for losses on inventory
|
|
|
476
|
|
|
|
501
|
|
Foreign currency transaction losses
(gains), net
|
|
|
801
|
|
|
|
(2,426
|
)
|
Deferred income tax provision
|
|
|
32,788
|
|
|
|
36,453
|
|
Amortization of deferred credit
|
|
|
(5,982
|
)
|
|
|
(915
|
)
|
Loss on disposal of property, plant
and equipment
|
|
|
383
|
|
|
|
130
|
|
Share-based payment expense
|
|
|
30,375
|
|
|
|
4,074
|
|
Excess tax benefit from share-based
payment
|
|
|
(17,596
|
)
|
|
|
|
|
Gain on extinguishment of debt
|
|
|
(386
|
)
|
|
|
|
|
Losses on derivative instruments
|
|
|
2,262
|
|
|
|
2,487
|
|
Other, net
|
|
|
4,928
|
|
|
|
2,716
|
|
Change in assets and liabilities:
|
|
|
|
|
|
|
|
|
Accounts receivable, gross
|
|
|
(77,451
|
)
|
|
|
(56,801
|
)
|
Handset and accessory inventory,
gross
|
|
|
(18,630
|
)
|
|
|
(15,224
|
)
|
Prepaid expenses and other
|
|
|
(26,649
|
)
|
|
|
5,485
|
|
Other long-term assets
|
|
|
(15,779
|
)
|
|
|
(25,431
|
)
|
Accounts payable, accrued expenses
and other
|
|
|
42,006
|
|
|
|
12,718
|
|
Current deferred revenue
|
|
|
15,309
|
|
|
|
10,567
|
|
Other long-term liabilities
|
|
|
2,328
|
|
|
|
12,414
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating
activities
|
|
|
318,188
|
|
|
|
216,264
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing
activities
|
|
|
|
|
|
|
|
|
Capital expenditures
|
|
|
(424,085
|
)
|
|
|
(278,104
|
)
|
Proceeds from maturities of
short-term investments
|
|
|
7,371
|
|
|
|
38,638
|
|
Purchases of short-term investments
|
|
|
|
|
|
|
(14,143
|
)
|
Transfers to restricted cash
|
|
|
(205,295
|
)
|
|
|
|
|
Proceeds from sale of fixed assets
and property insurance claims
|
|
|
878
|
|
|
|
|
|
Payments for acquisitions,
purchases of licenses and other
|
|
|
(3,197
|
)
|
|
|
(24,016
|
)
|
Payments related to derivative
instruments, net
|
|
|
(99
|
)
|
|
|
(4,947
|
)
|
|
|
|
|
|
|
|
|
|
Net cash used in investing
activities
|
|
|
(624,427
|
)
|
|
|
(282,572
|
)
|
|
|
|
|
|
|
|
|
|
Cash flows from financing
activities
|
|
|
|
|
|
|
|
|
Gross proceeds from issuance of
convertible notes
|
|
|
|
|
|
|
350,000
|
|
Borrowings under syndicated loan
facility
|
|
|
60,885
|
|
|
|
250,000
|
|
Repayments under syndicated loan
facility
|
|
|
(9,941
|
)
|
|
|
|
|
Proceeds from stock option exercises
|
|
|
49,254
|
|
|
|
20,975
|
|
Gross proceeds from towers
financing transactions
|
|
|
4,683
|
|
|
|
1,957
|
|
Transfers from restricted cash
|
|
|
|
|
|
|
378
|
|
Repayments under software financing
|
|
|
(13,375
|
)
|
|
|
|
|
Repayments under capital leases,
tower financing transactions and other
|
|
|
(3,082
|
)
|
|
|
(2,501
|
)
|
Payment of debt financing costs
|
|
|
(2,668
|
)
|
|
|
(10,364
|
)
|
Excess tax benefit from share-based
payment
|
|
|
17,596
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing
activities
|
|
|
103,352
|
|
|
|
610,445
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes
on cash and cash equivalents
|
|
|
(6,394
|
)
|
|
|
7,970
|
|
|
|
|
|
|
|
|
|
|
Net (decrease) increase in cash
and cash equivalents
|
|
|
(209,281
|
)
|
|
|
552,107
|
|
Cash and cash equivalents,
beginning of period
|
|
|
877,536
|
|
|
|
330,984
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end
of period
|
|
$
|
668,255
|
|
|
$
|
883,091
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these condensed
consolidated financial statements.
5
NII
HOLDINGS, INC. AND SUBSIDIARIES
Unaudited
|
|
Note 1.
|
Basis of
Presentation
|
General. Our unaudited condensed
consolidated financial statements have been prepared under the
rules and regulations of the Securities and Exchange Commission,
or the SEC. While they do not include all of the information and
footnotes required by accounting principles generally accepted
in the United States of America for complete financial
statements, they reflect all adjustments that, in the opinion of
management, are necessary for a fair presentation of the results
for interim periods. In addition, the year-end condensed
consolidated balance sheet data was derived from audited
financial statements, but does not include all disclosures
required by accounting principles generally accepted in the
United States of America.
You should read these condensed consolidated financial
statements in conjunction with the consolidated financial
statements and notes contained in our 2005 annual report on
Form 10-K
and our quarterly reports on
Form 10-Q
for the quarters ended March 31, 2006 and June 30,
2006. You should not expect results of operations of interim
periods to be an indication of the results for a full year.
Stock Split. On October 27, 2005,
we announced a
2-for-1
common stock split to be effected in the form of a stock
dividend, which was paid on November 21, 2005 to holders of
record on November 11, 2005. All share and per share
amounts in these condensed consolidated financial statements
reflect the common stock split.
Out-of-Period
Adjustments. During the first nine months of
2006, we identified errors in our financial statements for the
year ended December 31, 2005. These errors primarily
related to the classification of debt between short-term and
long-term liabilities, the amortization of leasehold
improvements and delays in the transfer of
construction-in-progress
to depreciable assets in our operating company in Mexico and
amortization of certain software costs in our operating company
in Argentina. For the nine months ended September 30, 2006,
we increased operating income by $0.2 million and decreased
net income by $0.2 million, and for the three months ended
September 30, 2006, we decreased operating income and net
income by $1.1 million and $1.3 million, respectively,
related to the correction of these errors. We do not believe
that these adjustments are material to the results for the nine-
and three-month periods ended September 30, 2006, to any
prior periods or to the expected annual 2006 results of
operations.
Accumulated Other Comprehensive
Loss. The components of our accumulated other
comprehensive loss, net of taxes, are as follows:
|
|
|
|
|
|
|
|
|
|
|
September 30,
|
|
|
December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
|
(in thousands)
|
|
|
Cumulative foreign currency
translation adjustment
|
|
$
|
(24,645
|
)
|
|
$
|
(20,452
|
)
|
Unrealized losses on derivatives
|
|
|
(3,415
|
)
|
|
|
(5,128
|
)
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(28,060
|
)
|
|
$
|
(25,580
|
)
|
|
|
|
|
|
|
|
|
|
6
NII
HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Supplemental
Cash Flow Information.
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
|
|
|
|
September 30,
|
|
|
|
2006
|
|
|
2005
|
|
|
|
(in thousands)
|
|
|
Capital expenditures
|
|
|
|
|
|
|
|
|
Cash paid for capital
expenditures, including capitalized interest
|
|
$
|
424,085
|
|
|
$
|
278,104
|
|
Changes in capital expenditures
accrued and unpaid or financed
|
|
|
37,721
|
|
|
|
39,139
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
461,806
|
|
|
$
|
317,243
|
|
|
|
|
|
|
|
|
|
|
Interest costs
|
|
|
|
|
|
|
|
|
Interest expense
|
|
$
|
66,103
|
|
|
$
|
46,842
|
|
Interest capitalized
|
|
|
10,760
|
|
|
|
6,760
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
76,863
|
|
|
$
|
53,602
|
|
|
|
|
|
|
|
|
|
|
Cash paid for interest, net of
amounts capitalized
|
|
$
|
49,013
|
|
|
$
|
31,916
|
|
|
|
|
|
|
|
|
|
|
Cash paid for income
taxes
|
|
$
|
64,098
|
|
|
$
|
61,458
|
|
|
|
|
|
|
|
|
|
|
For the nine months ended September 30, 2006 and 2005, we
had $11.3 million and $8.1 million in non-cash
investing and financing activities related to co-location
capital lease obligations on our communication towers. As
discussed in Note 6, during the nine months ended
September 30, 2006, Nextel Brazil and Nextel Argentina
financed $4.0 million and $3.0 million, respectively,
in software purchased from Motorola, Inc. During the nine months
ended September 30, 2005, Nextel Mexico financed
$7.7 million in software purchased from Motorola, Inc. and
we paid $1.2 million for licenses acquired in Brazil using
restricted cash.
Net Income Per Common Share, Basic and
Diluted. Basic net income per common share
includes no dilution and is computed by dividing the net income
by the weighted average number of common shares outstanding for
the period. Diluted net income per common share reflects the
potential dilution of securities that could participate in our
earnings.
As presented for the nine and three months ended
September 30, 2006 and 2005, our calculation of diluted net
income per share includes common shares resulting from shares
issuable upon the potential exercise of stock options under our
stock-based employee compensation plans and our restricted
stock, as well as common shares resulting from the potential
conversion of our 3.5% convertible notes, our
2.875% convertible notes and our 2.75% convertible
notes.
7
NII
HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The following tables provide a reconciliation of the numerators
and denominators used to calculate basic and diluted net income
per common share as disclosed in our consolidated statements of
operations for the nine and three months ended
September 30, 2006 and 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, 2006
|
|
|
Nine Months Ended September 30, 2005
|
|
|
|
Income
|
|
|
Shares
|
|
|
Per Share
|
|
|
Income
|
|
|
Shares
|
|
|
Per Share
|
|
|
|
(Numerator)
|
|
|
(Denominator)
|
|
|
Amount
|
|
|
(Numerator)
|
|
|
(Denominator)
|
|
|
Amount
|
|
|
|
(in thousands, except per share data)
|
|
|
Basic net income per
share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
186,589
|
|
|
|
153,403
|
|
|
$
|
1.22
|
|
|
$
|
125,392
|
|
|
|
144,565
|
|
|
$
|
0.87
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of dilutive
securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options
|
|
|
|
|
|
|
4,477
|
|
|
|
|
|
|
|
|
|
|
|
5,728
|
|
|
|
|
|
Restricted stock
|
|
|
|
|
|
|
842
|
|
|
|
|
|
|
|
|
|
|
|
582
|
|
|
|
|
|
Convertible notes, net of
capitalized interest and taxes
|
|
|
11,389
|
|
|
|
25,117
|
|
|
|
|
|
|
|
7,984
|
|
|
|
23,332
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net income per
share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
197,978
|
|
|
|
183,839
|
|
|
$
|
1.08
|
|
|
$
|
133,376
|
|
|
|
174,207
|
|
|
$
|
0.77
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, 2006
|
|
|
Three Months Ended September 30, 2005
|
|
|
|
Income
|
|
|
Shares
|
|
|
Per Share
|
|
|
Income
|
|
|
Shares
|
|
|
Per Share
|
|
|
|
(Numerator)
|
|
|
(Denominator)
|
|
|
Amount
|
|
|
(Numerator)
|
|
|
(Denominator)
|
|
|
Amount
|
|
|
|
(in thousands, except per share data)
|
|
|
Basic net income per
share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
65,688
|
|
|
|
154,524
|
|
|
$
|
0.43
|
|
|
$
|
49,842
|
|
|
|
151,101
|
|
|
$
|
0.33
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of dilutive
securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options
|
|
|
|
|
|
|
3,885
|
|
|
|
|
|
|
|
|
|
|
|
5,134
|
|
|
|
|
|
Restricted stock
|
|
|
|
|
|
|
800
|
|
|
|
|
|
|
|
|
|
|
|
626
|
|
|
|
|
|
Convertible notes, net of
capitalized interest and taxes
|
|
|
4,013
|
|
|
|
25,110
|
|
|
|
|
|
|
|
3,013
|
|
|
|
21,552
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net income per
share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
69,701
|
|
|
|
184,319
|
|
|
$
|
0.38
|
|
|
$
|
52,855
|
|
|
|
178,413
|
|
|
$
|
0.30
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reclassifications. We have reclassified
certain prior year amounts in our unaudited condensed
consolidated financial statements to conform to our current year
presentation, including spectrum license fees of
$31.1 million and $11.0 million for the nine and three
months ended September 30, 2005 that we reclassified from
selling, general and administrative expenses to cost of service.
For the nine and three months ended September 30, 2006, we
recorded $36.5 million and $12.9 million of spectrum
fees in cost of service.
New Accounting Pronouncements. In
October 2005, the Financial Accounting Standards Board, or FASB,
issued Staff Position
No. 13-1,
Accounting for Rental Costs Incurred during a Construction
Period, or FSP
No. 13-1,
to address accounting for rental costs associated with building
and ground operating leases. FSP
No. 13-1
requires that rental costs associated with ground or building
operating leases that are incurred during a construction period
be recognized as rental expense. FSP
No. 13-1
is effective for the first reporting period beginning after
December 15, 2005 and requires public companies that are
currently capitalizing these rental costs for operating lease
arrangements entered into prior to the effective date to cease
capitalizing such costs. Retroactive application in accordance
with Statement of Financial Accounting Standards, or SFAS, 154
is permitted but not required. We
8
NII
HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
implemented FSP No.
13-1,
effective January 1, 2006, as required. The adoption of FSP
No. 13-1
did not have a material impact on our consolidated financial
statements.
In February 2006, the FASB issued SFAS No. 155,
Accounting for Certain Hybrid Financial
Instruments An Amendment of FASB Statements
No. 133 and 150, or SFAS 155. SFAS 155
permits fair value re-measurement for any hybrid financial
instrument that contains an embedded derivative that otherwise
would require bifurcation, clarifies that certain instruments
are not subject to the requirements of SFAS 133,
establishes a requirement to evaluate interests in securitized
financial assets to identify interests that may contain an
embedded derivative requiring bifurcation, clarifies what may be
an embedded derivative for certain concentrations of credit risk
and amends SFAS 140 to eliminate certain prohibitions
related to derivatives on a qualifying special-purpose entity.
SFAS 155 is effective for fiscal years beginning after
September 15, 2006. We are currently evaluating the impact
that SFAS 155 may have on our consolidated financial
statements.
In June 2006, the FASB ratified the consensus of the EITF on
Issue 05-1,
Accounting for the Conversion of an Instrument That
Becomes Convertible upon the Issuers Exercise of a Call
Option, or
EITF 05-1.
EITF 05-1 states
that the issuance of equity securities to settle an instrument
(pursuant to the instruments original conversion terms)
that becomes convertible upon the issuers exercise of a
call option should be accounted for as a conversion as opposed
to an extinguishment if, at issuance, the debt instrument
contains a substantive conversion feature other than the
issuers call option.
EITF 05-1
is effective for all conversions within its scope occurring in
interim or annual periods beginning after June 28, 2006.
The future impact of
EITF 05-1
on our financial statements will depend on the facts and
circumstances specific to a given conversion within the scope of
this Issue. However, we do not believe the adoption of
EITF 05-1
will have a material impact on our consolidated financial
statements.
In June 2006, the FASB ratified the consensus of the Emerging
Issues Task Force, or EITF, on
Issue 06-3,
How Sales Taxes Collected from Customers and Remitted to
Governmental Authorities Should Be Presented in the Income
Statement (That Is, Gross Versus Net Presentation), or
EITF 06-3.
EITF 06-3 states
that a company should disclose its accounting policy (gross or
net presentation) regarding presentation of sales and other
similar taxes. If taxes included in gross revenues are
significant, a company should disclose the amount of such taxes
for each period for which an income statement is presented.
EITF 06-3
is effective for financial reports in interim and annual
reporting periods beginning after December 15, 2006. We are
currently evaluating the impact that
EITF 06-3
may have on our consolidated financial statements. Historically,
we reported certain revenue-based taxes imposed on us in Brazil
as a reduction of revenue. We viewed them as pass-through costs
since they were billed to and collected from customers on behalf
of local government agencies. During the fourth quarter of 2005,
we increased our operating revenues and general and
administrative expenses to
gross-up
these revenue-based taxes related to the full year 2005 because
they are the primary obligation of Nextel Brazil. This
presentation is in accordance with
EITF 99-19,
Reporting Revenue Gross as a Principal Versus Net as an
Agent. During the nine and three months ended
September 30, 2006, Nextel Brazil recorded
$20.8 million and $7.6 million, respectively, of
revenue-based taxes as a component of service and other revenues
and a corresponding amount as a component of selling, general
and administrative expenses.
In July 2006, the FASB issued Interpretation No. 48,
Accounting for Uncertainty in Income Taxes An
Interpretation of FASB Statement No. 109, or
FIN 48. FIN 48 clarifies the accounting for
uncertainty in income tax positions and is effective for fiscal
years beginning after December 15, 2006. FIN 48
provides that the financial statement effects of an income tax
position can only be recognized in the financial statements
when, based on the technical merits, it is
more-likely-than-not that the position will be
sustained upon examination. The cumulative effect of applying
the provisions of FIN 48 should be reported as an
adjustment to the opening balance of retained earnings for that
fiscal year. We are currently evaluating the impact that
FIN 48 may have on our consolidated financial statements.
In September 2006, the FASB issued SFAS No. 157,
Fair Value Measurement, or SFAS 157, which
provides guidance for using fair value to measure assets and
liabilities when required for recognition or disclosure
purposes. SFAS 157 is intended to make the measurement of
fair value more consistent and comparable and improve
9
NII
HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
disclosures about these measures. Specifically, SFAS 157
(1) clarifies the principle that fair value should be based
on the assumptions market participants would use when pricing
the asset or liability, (2) establishes a fair value
hierarchy that prioritizes the information used to develop those
assumptions, (3) clarifies the information required to be
used to measure fair value, (4) determines the frequency of
fair value measures and (5) requires companies to make
expanded disclosures about the methods and assumptions used to
measure fair value and the fair value measurements effect
on earnings. However, SFAS 157 does not expand the use of
fair value to any new circumstances or determine when fair value
should be used in the financial statements. SFAS 157 is
effective for financial statements issued for fiscal years
beginning after November 15, 2007, and interim periods
within those fiscal years, with some exceptions. SFAS 157
is to be applied prospectively as of the first interim period
for the fiscal year in which it is initially adopted, except for
a limited form of retrospective application for some specific
items. We are currently evaluating the impact that SFAS 157
may have on our consolidated financial statements.
In September 2006, the FASB issued SFAS No. 158,
Employers Accounting for Defined Benefit Pension and
Other Postretirement Plans An Amendment of FASB
Statements No. 87, 88, 106, and 132R, or
SFAS 158. This standard requires an employer to:
(a) recognize in its statement of financial position an
asset for a plans overfunded status or a liability for a
plans underfunded status; (b) measure a plans
assets and its obligations that determine its funded status as
of the end of the employers fiscal year (with limited
exceptions); and (c) recognize changes in the funded status
of a defined benefit postretirement plan in the year in which
the changes occur. Those changes will be reported in
comprehensive income of a business entity and in changes in net
assets of a
not-for-profit
organization. The requirement to recognize the funded status of
a benefit plan and the disclosure requirements are effective as
of the end of the fiscal year ending after December 15,
2006. The requirement to measure plan assets and benefit
obligations as of the date of the employers fiscal
year-end statement of financial position is effective for fiscal
years ending after December 15, 2008. We are currently
evaluating the impact that SFAS 158 may have on our
consolidated financial statements.
|
|
Note 2.
|
Share-Based
Payments
|
We adopted SFAS No. 123 (Revised 2004),
Share-Based Payment, or SFAS 123R, effective
January 1, 2006. As of September 30, 2006, we had the
following share-based compensation plans:
Under our Revised Third Amended Joint Plan of Reorganization, on
November 12, 2002, we adopted the 2002 Management Incentive
Plan for the benefit of our employees and directors. Although
there are 177,565 stock options outstanding under the 2002
Management Incentive Plan as of September 30, 2006, no
additional awards will be granted under the Plan. The 2004
Incentive Compensation Plan was adopted in April 2004. The 2004
Incentive Compensation Plan provides us the opportunity to
compensate selected employees with stock options, stock
appreciation rights (SAR), stock awards, performance share
awards, incentive awards
and/or stock
units. Through September 30, 2006, we have not granted any
SARs, performance share awards, incentive awards or stock units.
The 2004 Incentive Compensation Plan provides equity and
equity-related incentives to directors, officers or key
employees of and consultants to our company up to a maximum of
39,600,000 shares of common stock, subject to adjustments.
A stock option entitles the optionee to purchase shares of
common stock from us at the specified exercise price. A SAR
entitles the holder to receive the excess of the fair market
value of each share of common stock encompassed by such SARs
over the initial value of such share as determined on the date
of grant. Stock awards consist of awards of common stock,
subject to certain restrictions specified in the 2004 Incentive
Compensation Plan. An award of performance shares entitles the
participant to receive cash, shares of common stock, stock units
or a combination thereof if certain requirements are satisfied.
An incentive award is a cash-denominated award that entitles the
participant to receive a payment in cash or common stock, stock
units, or a combination thereof. Stock units are awards stated
with reference to a specified number of shares of common stock
that entitle the holder to receive a payment for each stock unit
equal to the fair market value of a share of common stock on the
date of payment. All grants or awards made under the 2004
Incentive Compensation Plan are governed by written agreements
between us and the participants and have a maximum contractual
term of ten years. We issue new shares when both stock options
and stock awards are exercised.
10
NII
HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Generally, our Board of Directors grants stock options and other
equity awards to employees on an annual basis to coincide with
our Annual Meeting of Shareholders. On April 26, 2006, our
Board of Directors granted 2.9 million stock options and
519,000 restricted shares to certain of our employees and
directors.
Through December 31, 2005, we accounted for share-based
payments using the intrinsic value method under the recognition
and measurement provisions of Accounting Principles Board
Opinion No. 25, Accounting for Stock Issued to
Employees, or APB 25, and related interpretations, as
permitted by SFAS No. 123, Accounting for Stock
Based Compensation, or SFAS 123. In accordance with
APB 25, no compensation cost was required to be recognized
for options granted that had an exercise price equal to the
market value of the underlying common stock on the grant date.
Additionally, we provided pro forma disclosure amounts in
accordance with SFAS No. 148, Accounting for
Stock-Based Compensation Transition and
Disclosure, or SFAS 148, as if the fair value method
defined by SFAS 123 had been applied to the share-based
payment.
The following table illustrates the effect on net income and net
income per common share if we had applied the fair value
recognition provisions of SFAS 123, as amended by
SFAS 148, to employee share-based payments in 2005:
|
|
|
|
|
|
|
|
|
|
|
Nine Months
|
|
|
Three Months
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
September 30, 2005
|
|
|
|
(in thousands, except per
|
|
|
|
share data)
|
|
|
Net income, as
reported
|
|
$
|
125,392
|
|
|
$
|
49,842
|
|
Add:
|
|
|
|
|
|
|
|
|
Stock-based employee compensation
expense included in reported net income, net of related tax
effects
|
|
|
2,493
|
|
|
|
831
|
|
Deduct:
|
|
|
|
|
|
|
|
|
Total stock-based employee
compensation expense determined under fair value-based method
for all awards, net of related tax effects
|
|
|
(10,544
|
)
|
|
|
(4,397
|
)
|
|
|
|
|
|
|
|
|
|
Pro forma net income
|
|
$
|
117,341
|
|
|
$
|
46,276
|
|
|
|
|
|
|
|
|
|
|
Net income per common
share:
|
|
|
|
|
|
|
|
|
Basic as reported
|
|
$
|
0.87
|
|
|
$
|
0.33
|
|
|
|
|
|
|
|
|
|
|
Basic pro forma
|
|
$
|
0.81
|
|
|
$
|
0.31
|
|
|
|
|
|
|
|
|
|
|
Diluted as reported
|
|
$
|
0.77
|
|
|
$
|
0.30
|
|
|
|
|
|
|
|
|
|
|
Diluted pro forma
|
|
$
|
0.73
|
|
|
$
|
0.28
|
|
|
|
|
|
|
|
|
|
|
Effective January 1, 2006, we adopted the fair value
recognition provisions of SFAS 123R. We used the modified
prospective transition method and therefore have not restated
our prior periods results. Under this transition method,
share-based payment expense for the nine and three months ended
September 30, 2006 includes compensation expense for all
share-based payment awards granted prior to, but not fully
vested as of, January 1, 2006 based on the grant date fair
value estimated in accordance with the original provisions of
SFAS 123. Share-based payment expense for all share-based
payment awards granted after January 1, 2006 is based on
the grant date fair value estimated in accordance with the
provisions of SFAS 123R. We recognize these compensation
costs net of a forfeiture rate for only those shares expected to
vest on a straight-line basis over the requisite service period
of the award. Our stock options generally vest twenty-five
percent per year over a four-year period, and our restricted
shares generally vest in full on the third
and/or
fourth anniversaries of the grant. The estimated forfeiture rate
for awards granted during the nine months ended
September 30, 2006 and 2005 was 3.5% and 1.0%,
respectively. We estimated the forfeiture rate based on our
historical experience during the preceding three fiscal years.
If our actual
11
NII
HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
forfeiture rate is materially different from our estimate, the
stock option awards compensation expense could be
materially different.
For the nine and three months ended September 30, 2006, the
impact of adopting SFAS 123R on operating income and income
before income taxes was $22.5 million ($17.9 million,
after tax) and $9.3 million ($7.9 million, after tax),
respectively. We include substantially all share-based payment
expense, including restricted stock expense, as a component of
selling, general and administrative expenses. The impact of the
share-based payment expense reduced our basic earnings per share
for the nine and three months ended September 30, 2006 by
$0.12 and $0.05 and our diluted earnings per share by $0.04 and
$0.02, respectively. In addition, prior to the adoption of
SFAS 123R, we presented the tax benefit of stock option
exercises as operating cash flows. Upon the adoption of
SFAS 123R, we classify tax benefits resulting from tax
deductions in excess of the compensation cost recognized for
share-based awards as financing cash flows. Because we do not
view share-based compensation as an important element of
operational performance, we recognize share-based payment
expense at the corporate level and exclude it when evaluating
the business performance of our segments. As of
September 30, 2006, there was approximately
$101.1 million in unrecognized compensation cost related to
non-vested employee stock option awards. We expect this cost to
be recognized over a four year period and a weighted average
period of approximately 1.88 years.
Stock
Option Awards
The following table summarizes stock option activity during the
first nine months of 2006 under all plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
Average
|
|
|
|
Number of
|
|
|
Exercise Price
|
|
|
|
Options
|
|
|
per Option
|
|
|
Outstanding, January 1, 2006
|
|
|
11,270,219
|
|
|
$
|
22.70
|
|
Granted
|
|
|
3,198,900
|
|
|
|
59.72
|
|
Exercised
|
|
|
(2,514,650
|
)
|
|
|
19.59
|
|
Forfeited
|
|
|
(651,952
|
)
|
|
|
32.85
|
|
|
|
|
|
|
|
|
|
|
Outstanding, September 30,
2006
|
|
|
11,302,517
|
|
|
|
33.35
|
|
|
|
|
|
|
|
|
|
|
Exercisable, September 30,
2006
|
|
|
1,114,109
|
|
|
|
20.50
|
|
|
|
|
|
|
|
|
|
|
Following is a summary of the status of employee stock options
outstanding and exercisable as of September 30, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Outstanding
|
|
|
Options Exercisable
|
|
|
|
|
|
|
Weighted
|
|
Weighted
|
|
|
|
|
|
|
|
|
Weighted
|
|
Weighted
|
|
|
|
|
|
|
|
|
|
Average
|
|
Average
|
|
|
Aggregate
|
|
|
|
|
|
Average
|
|
Average
|
|
|
Aggregate
|
|
Exercise Price or
|
|
|
|
|
Remaining
|
|
Exercise
|
|
|
Intrinsic
|
|
|
|
|
|
Remaining
|
|
Exercise
|
|
|
Intrinsic
|
|
Range
|
|
Shares
|
|
|
Life
|
|
Price
|
|
|
Value
|
|
|
Shares
|
|
|
Life
|
|
Price
|
|
|
Value
|
|
|
$ 0.41 - 0.42
|
|
|
100,165
|
|
|
|
6.1 years
|
|
|
$
|
0.42
|
|
|
$
|
6,184,528
|
|
|
|
100,165
|
|
|
|
6.1 years
|
|
|
$
|
0.42
|
|
|
$
|
6,184,528
|
|
4.31 - 16.76
|
|
|
77,400
|
|
|
|
7.1 years
|
|
|
|
12.49
|
|
|
|
3,844,481
|
|
|
|
42,400
|
|
|
|
6.8 years
|
|
|
|
9.03
|
|
|
|
2,252,781
|
|
17.67 - 25.12
|
|
|
2,759,585
|
|
|
|
7.6 years
|
|
|
|
18.99
|
|
|
|
119,142,279
|
|
|
|
446,502
|
|
|
|
7.6 years
|
|
|
|
18.96
|
|
|
|
19,289,628
|
|
26.20 - 52.97
|
|
|
5,487,667
|
|
|
|
8.6 years
|
|
|
|
27.10
|
|
|
|
192,393,178
|
|
|
|
525,042
|
|
|
|
8.6 years
|
|
|
|
26.57
|
|
|
|
18,684,487
|
|
56.98 - 60.77
|
|
|
2,877,700
|
|
|
|
9.6 years
|
|
|
|
60.75
|
|
|
|
4,055,578
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,302,517
|
|
|
|
8.6 years
|
|
|
|
|
|
|
$
|
325,620,044
|
|
|
|
1,114,109
|
|
|
|
7.9 years
|
|
|
|
|
|
|
$
|
46,411,424
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The aggregate intrinsic value in the table above of
$325.6 million represents the total pre-tax intrinsic value
(the difference between our closing stock price on the last
trading day of the three months ended September 30, 2006
and the exercise price, multiplied by the number of
in-the-money
options) that would have been received by the option holders had
all option holders exercised their options on September 30,
2006. This amount changes based on the fair market value of our
stock. Total intrinsic value of options exercised for the nine
months ended
12
NII
HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
September 30, 2006 was $99.0 million. The total fair
value of options vested was $22.8 million for the nine
months ended September 30, 2006. Generally, our stock
options are non-transferable, except by will or laws of descent
or distribution, and the actual value of the stock options that
a recipient may realize, if any, will depend on the excess of
the market price on the date of exercise over the exercise price.
The weighted average fair value of the stock option awards on
their grant dates using the Black-Scholes-Merton option-pricing
model was $22.95 for the nine months ended September 30,
2006 and $7.88 for the nine months ended September 30, 2005
based on the following assumptions:
|
|
|
|
|
|
|
For the Nine Months Ended September 30,
|
|
|
2006
|
|
2005
|
|
Risk free interest rate
|
|
4.73% - 5.10%
|
|
3.70% - 3.82%
|
Expected stock price volatility
|
|
31.00% - 38.49%
|
|
30.50% - 45.00%
|
Expected term in years
|
|
4.00 - 4.43
|
|
4.00
|
Expected dividend yield
|
|
0.00%
|
|
0.00%
|
The expected term of stock option awards granted represents the
period that our stock option awards are expected to be
outstanding and was determined based on (1) historical data
on employee exercise and post-vesting employment termination
behavior, (2) the contractual terms of the stock option
awards, (3) vesting schedules and (4) expectations of
future employee behavior. The risk-free interest rate for
periods consistent with the contractual life of the stock option
award is based on the yield curve of U.S. Treasury strip
securities in effect at the time of the grant. Expected
volatility for options granted after April 1, 2006 takes
into consideration historical volatility, as well as the implied
volatility from traded options on our stock. SFAS 123R
includes implied volatility in its list of factors that should
be considered in estimating expected volatility. For stock
option awards granted between January 1, 2005 and
April 1, 2006, the expected volatility was based on the
implied volatility from traded options on our common stock.
The Black-Scholes-Merton option-pricing model was developed for
use in estimating the fair value of traded options that have no
vesting restrictions and are fully transferable. In addition,
option-pricing models such as the Black-Scholes-Merton model
require the input of highly subjective assumptions, including
the expected stock price volatility. We hired an independent
consulting firm with expertise in this area to review our
assumptions, methodology and calculations. The assumptions
listed above represent our best estimates, but these estimates
involve inherent uncertainties and the application of management
judgment. Consequently, there is a risk that our estimates of
the fair values of our stock option awards on the grant dates
may bear little resemblance to the actual values realized upon
the exercise, expiration, early termination or forfeiture of
those stock option awards in the future. Certain stock option
awards may expire worthless or otherwise result in zero
intrinsic value as compared to the fair values originally
estimated on the grant date and reported in our financial
statements. Alternatively, value may be realized from the stock
option awards that is significantly in excess of the fair values
originally estimated on the grant date and reported in our
financial statements. Additionally, application of alternative
assumptions could produce significantly different estimates of
the fair value of stock option awards and consequently, the
related amounts recognized in the consolidated statements of
operations. Currently, there is no market-based mechanism or
other practical application to verify the reliability and
accuracy of the estimates from option-pricing valuation models,
such as Black-Scholes-Merton, nor is there a means to compare
and adjust the estimates to actual values. Although the fair
value of stock option awards is determined in accordance with
SFAS 123R and Staff Accounting Bulletin Topic 14
(SAB 107) using the Black-Scholes-Merton
option-pricing model, the fair value may not be indicative of
the fair value observed in a willing buyer/willing seller market
transaction. Because stock options have characteristics
significantly different from those of traded options, and
because changes in the subjective input assumptions can
materially affect the fair value estimate, we believe that the
existing models do not necessarily provide a reliable single
measure of the fair value of the stock options.
13
NII
HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Restricted
Stock Awards
A summary of the status of our non-vested restricted stock
awards as of January 1, 2006 and changes during the first
nine months of 2006 is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
Number of
|
|
|
Average Grant
|
|
|
|
Shares
|
|
|
Date Fair Value
|
|
|
Non-vested restricted stock awards
as of January 1, 2006
|
|
|
864,000
|
|
|
$
|
19.13
|
|
Granted
|
|
|
557,000
|
|
|
|
59.87
|
|
Vested
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
(70,000
|
)
|
|
|
39.73
|
|
|
|
|
|
|
|
|
|
|
Non-vested restricted stock awards
as of September 30, 2006
|
|
|
1,351,000
|
|
|
|
34.86
|
|
|
|
|
|
|
|
|
|
|
If a participant terminates employment prior to the vesting
dates, the unvested shares will be forfeited and available for
reissuance under the terms of the 2004 Incentive Compensation
Plan. The fair value of our restricted stock awards is
determined based on the quoted price of our common stock at the
grant date. As of September 30, 2006, there was
approximately $29.9 million in unrecognized compensation
costs related to non-vested restricted stock awards. We expect
this cost to be recognized over a weighted average period of
approximately 1.71 years.
|
|
Note 3.
|
Recent
Transactions
|
Nextel Argentina. In July 2006, Nextel
Argentina signed an agreement, pending regulatory approval, to
purchase all of the stock of Velocom Argentina, S.A., a wireless
internet access and data transmission company, for
$6.0 million in cash and the assumption of certain
liabilities, of which $0.6 million has been paid. As a
result of this transaction, Nextel Argentina will acquire
50 MHz of 3.4 GHz spectrum nationwide.
Nextel Mexico. In September 2006, Nextel
Mexico signed an agreement to acquire all of the shares of
Cosmofrecuencias, S.A. de C.V. for $200.0 million in cash.
On October 25, 2006, Nextel Mexico received the necessary
regulatory approvals and released the $200.0 million to complete
this acquisition. This acquisition will provide Nextel Mexico
with a local concession, which we expect will result in
interconnect and operating cost savings, as well as additional
revenue generating opportunities in the future. This acquisition
will also provide Nextel Mexico with 50MHz of 3.4GHz spectrum
nationwide in Mexico. As of September 30, 2006, we
classified the $200.0 million in cash restricted for the
purchase of Cosmofrecuencias, S.A. de C.V. as a long-term asset
in our condensed consolidated balance sheet.
Nextel Peru. In October 2006, Nextel Peru
purchased all of the shares of Millicom Peru, S.A., for a
purchase price of $5.0 million. As a result of this
transaction, Nextel Peru acquired 50 MHz of 3.4 GHz
spectrum in all major provinces, as well as various network
assets and equipment. As of September 30, 2006, we
classified the $5.0 million in cash restricted for the
purchase of Millicom Peru, S.A. as a long-term asset in our
condensed consolidated balance sheet.
14
NII
HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
Note 4.
|
Supplemental
Balance Sheet Information
|
Prepaid
Expenses and Other.
The components are as follows:
|
|
|
|
|
|
|
|
|
|
|
September 30,
|
|
|
December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
|
(in thousands)
|
|
|
General prepaid expenses
|
|
$
|
14,763
|
|
|
$
|
14,121
|
|
Value added tax receivables
|
|
|
10,056
|
|
|
|
9,951
|
|
Commissions
|
|
|
9,026
|
|
|
|
|
|
Spectrum fees
|
|
|
6,945
|
|
|
|
3,721
|
|
Insurance claims
|
|
|
3,866
|
|
|
|
2,851
|
|
Advertising
|
|
|
3,704
|
|
|
|
36
|
|
Advances to suppliers
|
|
|
3,381
|
|
|
|
3,715
|
|
Indefeasible rights of use
|
|
|
3,121
|
|
|
|
443
|
|
Local income taxes
|
|
|
3,093
|
|
|
|
2,731
|
|
Due from employees
|
|
|
1,618
|
|
|
|
1,713
|
|
Derivative asset
|
|
|
171
|
|
|
|
|
|
Other
|
|
|
9,359
|
|
|
|
4,937
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
69,103
|
|
|
$
|
44,219
|
|
|
|
|
|
|
|
|
|
|
Other
Assets.
The components are as follows:
|
|
|
|
|
|
|
|
|
|
|
September 30,
|
|
|
December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
|
(in thousands)
|
|
|
Restricted cash
|
|
$
|
210,445
|
|
|
$
|
5,150
|
|
Value added tax receivables
|
|
|
64,511
|
|
|
|
55,116
|
|
Deferred financing costs
|
|
|
19,872
|
|
|
|
20,960
|
|
Income tax receivable
|
|
|
15,801
|
|
|
|
16,150
|
|
Long-term prepaid expenses
|
|
|
12,885
|
|
|
|
8,790
|
|
Deposits
|
|
|
11,328
|
|
|
|
9,521
|
|
Handsets under operating leases
|
|
|
5,489
|
|
|
|
4,410
|
|
Other
|
|
|
2,988
|
|
|
|
905
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
343,319
|
|
|
$
|
121,002
|
|
|
|
|
|
|
|
|
|
|
15
NII
HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Accrued
Expenses and Other.
The components are as follows:
|
|
|
|
|
|
|
|
|
|
|
September 30,
|
|
|
December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
|
(in thousands)
|
|
|
Capital expenditures
|
|
$
|
71,537
|
|
|
$
|
65,018
|
|
Payroll related items and
commissions
|
|
|
53,833
|
|
|
|
50,729
|
|
Income taxes
|
|
|
50,630
|
|
|
|
34,312
|
|
Network system and information
technology
|
|
|
47,958
|
|
|
|
37,689
|
|
Non-income based taxes
|
|
|
29,642
|
|
|
|
26,133
|
|
Customer deposits
|
|
|
28,406
|
|
|
|
22,164
|
|
Tax and non-tax accrued
contingencies
|
|
|
23,682
|
|
|
|
38,028
|
|
License fees
|
|
|
8,815
|
|
|
|
8,566
|
|
Marketing
|
|
|
7,002
|
|
|
|
2,829
|
|
Professional fees
|
|
|
5,389
|
|
|
|
3,457
|
|
Inventory
|
|
|
3,742
|
|
|
|
889
|
|
Insurance
|
|
|
3,241
|
|
|
|
3,301
|
|
Other
|
|
|
21,490
|
|
|
|
18,643
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
355,367
|
|
|
$
|
311,758
|
|
|
|
|
|
|
|
|
|
|
Other
Long-Term Liabilities and Deferred Credits.
The components are as follows:
|
|
|
|
|
|
|
|
|
|
|
September 30,
|
|
|
December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
|
(in thousands)
|
|
|
Tax and non-tax accrued
contingencies
|
|
$
|
67,414
|
|
|
$
|
59,102
|
|
Deferred credit from AOL Mexico
acquisition
|
|
|
23,732
|
|
|
|
30,368
|
|
Asset retirement obligations
|
|
|
22,436
|
|
|
|
14,923
|
|
Deferred income tax liability
|
|
|
16,441
|
|
|
|
17,770
|
|
Severance plan liability
|
|
|
7,646
|
|
|
|
6,901
|
|
Derivative liability
|
|
|
1,265
|
|
|
|
1,174
|
|
Other
|
|
|
2,216
|
|
|
|
2,141
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
141,150
|
|
|
$
|
132,379
|
|
|
|
|
|
|
|
|
|
|
16
NII
HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
Note 5.
|
Intangible
Assets
|
Our intangible assets primarily consist of our licenses,
customer base and trade name, all of which have finite useful
lives, as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2006
|
|
|
December 31, 2005
|
|
|
|
Gross
|
|
|
|
|
|
Net
|
|
|
Gross
|
|
|
|
|
|
Net
|
|
|
|
Carrying
|
|
|
Accumulated
|
|
|
Carrying
|
|
|
Carrying
|
|
|
Accumulated
|
|
|
Carrying
|
|
|
|
Value
|
|
|
Amortization
|
|
|
Value
|
|
|
Value
|
|
|
Amortization
|
|
|
Value
|
|
|
|
(in thousands)
|
|
|
Amortizable intangible
assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Licenses
|
|
$
|
100,557
|
|
|
$
|
(18,637
|
)
|
|
$
|
81,920
|
|
|
$
|
98,009
|
|
|
$
|
(15,205
|
)
|
|
$
|
82,804
|
|
Customer base
|
|
|
41,888
|
|
|
|
(41,838
|
)
|
|
|
50
|
|
|
|
42,727
|
|
|
|
(41,889
|
)
|
|
|
838
|
|
Trade name and other
|
|
|
1,641
|
|
|
|
(1,641
|
)
|
|
|
|
|
|
|
1,619
|
|
|
|
(1,619
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total intangible
assets
|
|
$
|
144,086
|
|
|
$
|
(62,116
|
)
|
|
$
|
81,970
|
|
|
$
|
142,355
|
|
|
$
|
(58,713
|
)
|
|
$
|
83,642
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Based solely on the carrying amount of amortizable intangible
assets existing as of September 30, 2006 and current
exchange rates, we estimate amortization expense for each of the
next five years ending December 31 to be as follows (in
thousands):
|
|
|
|
|
|
|
Estimated
|
|
|
|
Amortization
|
|
Years
|
|
Expense
|
|
|
2006
|
|
$
|
5,782
|
|
2007
|
|
|
5,356
|
|
2008
|
|
|
5,356
|
|
2009
|
|
|
5,356
|
|
2010
|
|
|
5,356
|
|
Actual amortization expense to be reported in future periods
could differ from these estimates as a result of additional
acquisitions of intangibles, as well as changes in exchange
rates and other relevant factors. The amounts disclosed in the
table above do not reflect the acquisition of licenses through
the purchases of Cosmofrecuencias, S.A. de C.V. in Mexico,
Millicom Peru, S.A. in Peru or Velocom Argentina, S.A. in
Argentina. During the three months ended September 30, 2006
and 2005, we did not acquire, dispose of or write down any
intangible assets with indefinite useful lives.
17
NII
HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The components are as follows:
|
|
|
|
|
|
|
|
|
|
|
September 30,
|
|
|
December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
|
(in thousands)
|
|
|
3.5% convertible notes due
2033
|
|
$
|
91,362
|
|
|
$
|
91,522
|
|
2.875% convertible notes
due 2034
|
|
|
300,000
|
|
|
|
300,000
|
|
2.75% convertible notes
due 2025
|
|
|
350,000
|
|
|
|
350,000
|
|
Mexico syndicated loan
facility
|
|
|
301,914
|
|
|
|
252,654
|
|
Tower financing
obligations
|
|
|
131,836
|
|
|
|
127,314
|
|
Capital lease
obligations
|
|
|
54,481
|
|
|
|
43,845
|
|
Brazil spectrum license
financing
|
|
|
9,161
|
|
|
|
7,583
|
|
13.0% senior secured
discount notes
|
|
|
40
|
|
|
|
40
|
|
|
|
|
|
|
|
|
|
|
Total debt
|
|
|
1,238,794
|
|
|
|
1,172,958
|
|
Less: current portion
|
|
|
(19,972
|
)
|
|
|
(24,112
|
)
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,218,822
|
|
|
$
|
1,148,846
|
|
|
|
|
|
|
|
|
|
|
3.5% Convertible Notes. For the
fiscal quarter ended September 30, 2006, the closing sale
price of our common stock exceeded 110% of the conversion price
of $13.34 per share for at least 20 trading days in the
30 consecutive trading days ending on September 30,
2006. As a result, the conversion contingency was met, and our
3.5% convertible notes are currently convertible into
75.00 shares of our common stock per $1,000 principal
amount of notes, or an aggregate of 6,852,150 common shares, at
a conversion price of about $13.34 per share.
2.875% Convertible Notes. For the
fiscal quarter ended September 30, 2006, the closing sale
price of our common stock exceeded 120% of the conversion price
of $26.62 per share for at least 20 trading days in the
30 consecutive trading days ending on September 30,
2006. As a result, the conversion contingency was met and our
2.875% convertible notes are currently convertible into
37.5660 shares of our common stock per $1,000 principal
amount of notes, or an aggregate of 11,269,800 common shares, at
a conversion price of about $26.62 per share.
2.75% Convertible Notes. For the
fiscal quarter ended September 30, 2006, the closing sale
price of our common stock did not exceed 120% of the conversion
price of $50.08 per share for at least 20 trading days in
the 30 consecutive trading days ending on September 30,
2006. As a result, the conversion contingency was not met, and
our 2.75% convertible notes are not convertible.
Refinancing of Mexico Syndicated
Loan Facility. On June 27, 2006,
Nextel Mexico entered into an agreement to refinance its
syndicated loan. The loan principal was increased from the
original $250.0 million to $296.6 million after the
refinancing. Under the agreement, the loan was refinanced using
the same variable (i.e., LIBOR and TIIE) or fixed rates as the
original agreement but with lower spreads for each tranche. Of
the total amount of the refinanced loan, $156.6 million is
denominated in U.S. dollars, with a floating interest rate
based on LIBOR (Tranche A 6.75% as of
September 30, 2006), $57.0 million is denominated in
Mexican pesos, with a floating interest rate based on the
Mexican reference rate TIIE (Tranche C 8.48% as
of September 30, 2006), and $83.0 million is
denominated in Mexican pesos, at an interest rate fixed at the
time of funding (Tranche B 11.36%). For
Tranche B and Tranche C, the principal and interest
payments will take place on the same dates as previously
scheduled under the original agreement. Under the original
agreement, principal for Tranche A was also due on the same
dates as the principal under Tranches B and C. However, after
the refinancing, principal for Tranche A will now be due in
a lump sum of $156.6 million in June 2011.
Under EITF Issue
No. 96-19,
Debtors Accounting for a Modification or Exchange of
Debt Instruments, or EITF 96-19, an exchange of debt
instruments by a debtor and a creditor is deemed to have been
accomplished with
18
NII
HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
debt instruments that are substantially different if the present
value of cash flows under the terms of the new debt instrument
is at least 10% different from the present value of the
remaining cash flows under the terms of the original instrument.
If the terms of a debt instrument are changed or modified and
the cash flow effect on a present value basis is less than 10%,
the debt instruments are not considered to be substantially
different. We applied the provisions of EITF 96-19 to the
Mexico syndicated loan facility refinancing and determined that
two of the loans in the syndicate were extinguished because
those banks did not participate in the refinancing. As a result,
we recorded a $0.3 million loss on extinguishment of debt.
However, the remaining loans in the syndicate were not
substantially different. If the exchange of the debt instruments
is determined to be substantially different, the old debt is
considered extinguished and the new debt instrument is
recognized initially at its fair value, which is the price used
to calculate the gain or loss on extinguishment.
Software Financing. In 2005, Nextel
Mexico financed software from Motorola for $7.7 million.
Subsequently, in March 2006, Nextel Brazil financed software
from Motorola for $4.0 million. In June 2006, Nextel
Argentina financed software from Motorola for $3.0 million.
These transactions will enable Nextel Mexico, Nextel Brazil and
Nextel Argentina to increase interconnect subscriber capacity
without increasing frequencies in their digital mobile networks.
Each of these operating companies financed the purchase of this
software through facilities in which principal was due in equal
quarterly installments over a period of four years. None of
these operating companies was charged interest under these
facilities, however we imputed interest expense at an annual
rate of 12% on the facilities in Brazil and Argentina and at an
annual rate of 6% on the facility in Mexico. In September 2006,
Nextel Mexico, Nextel Brazil and Nextel Argentina paid off the
long-term debt balances related to these software purchases at a
discount and recognized a $0.6 million gain on the
extinguishment.
|
|
Note 7.
|
Commitments
and Contingencies
|
Motorola
Purchase Commitments.
In September 2006, we entered into agreements to extend our
relationship with Motorola, Inc. for the supply of iDEN handsets
and iDEN network infrastructure through December 31, 2011.
Under these agreements, we agreed to annually escalating handset
commitments and certain price points for handsets and
infrastructure. If we do not meet the handset commitments, we
would be required to pay an additional amount based on the
shortfall of handsets. In addition, these agreements also
include commitments by Motorola to maintain an adequate supply
of the iDEN handsets and equipment used in our business for the
term of the agreement and to continue to invest in the
development of new iDEN devices and infrastructure features.
Telmex
Agreement.
Nextel Mexico signed an agreement with Telefonos de Mexico, S.A.
de C.V., or Telmex, effective February 14, 2006, that
allows Nextel Mexico to interconnect and terminate traffic with
Telmex in 27 nationwide cities throughout Mexico using 5 local
connections. The agreement covers each individual city for its
own term of 15 years from the date service begins in that
city for a total cost of $44.5 million, plus any applicable
value-added taxes. We are accounting for the Telmex agreement as
a service agreement. As a result, we are expensing any payments
made under this agreement in the period to which they relate.
Nextel Mexico paid a $7.0 million deposit to Telmex on
March 31, 2006, of which $2.7 million was recorded as
a component of prepaid expenses and other and $3.0 million
was recorded as a component of other assets as of
September 30, 2006. The difference of $1.3 million
between the amount paid and the amounts recorded in our
condensed consolidated balance sheet as of September 30,
2006 was expensed as incurred. The agreement specifies the
second of three total installment payments in the amount of
$18.5 million should be made on March 15, 2007, and
the last payment in the amount of $19.0 million should be
made on March 15, 2008.
19
NII
HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Brazilian
Contingencies.
Nextel Brazil has received various assessment notices from state
and federal Brazilian authorities asserting deficiencies in
payments related primarily to value-added taxes and import
duties based on the classification of equipment and services.
Nextel Brazil has filed various administrative and legal
petitions disputing these assessments. In some cases, Nextel
Brazil has received favorable decisions, which are currently
being appealed by the respective governmental authority. In
other cases, Nextel Brazils petitions have been denied,
and Nextel Brazil is currently appealing those decisions. Nextel
Brazil is also disputing various other claims.
As of September 30, 2006 and December 31, 2005, Nextel
Brazil had accrued liabilities related to contingencies of
$32.3 million and $27.6 million, respectively, all of
which were classified in tax and non-tax accrued contingencies
reported as a component of other long-term liabilities and
deferred credits. Of the total accrued liabilities as of
September 30, 2006 and December 31, 2005, Nextel
Brazil had $26.0 million and $21.7 million in
unasserted claims, respectively. We currently estimate the range
of possible losses related to matters for which Nextel Brazil
has not accrued liabilities to be between approximately
$119.8 million and $123.8 million as of
September 30, 2006. We have not accrued liabilities for
these matters because they are not deemed probable of loss. We
are continuing to evaluate the likelihood of probable and
reasonably possible losses, if any, related to all known
contingencies. As a result, future increases or decreases to our
accrued liabilities may be necessary and will be recorded in the
period when such amounts are probable and estimable.
Argentine
Contingencies.
Turnover Tax. In the city of Buenos Aires, the
city government had previously increased the turnover tax rate
from 3% to 6% of revenues for cellular companies. From a
regulatory standpoint, we are not considered a cellular company.
As a result, until April 2006, we continued to pay the turnover
tax at the existing rate and recorded a liability for the
differential between the old rate and the new rate, plus
interest.
In March 2006, Nextel Argentina received an unfavorable decision
from the city of Buenos Aires related to the determination of
whether we are a cellular company for purposes of this tax. In
addition, the city of Buenos Aires confirmed a previously
assessed penalty equal to 80% of the principal amount of the
additional tax from December 1997 through May 2004. In April
2006, Nextel Argentina decided to pay under protest
$18.8 million, which represents the total amount of
principal and interest, related to this turnover tax. Nextel
Argentina decided not to pay penalties based on a legal opinion
that considers the probability of having to pay penalties to be
remote despite the citys decision. Nextel Argentina also
decided to begin paying the higher tax amount until this issue
is settled.
In August 2006, Nextel Argentina filed a lawsuit against the
city of Buenos Aires to pursue the reimbursement of the
$18.8 million paid under protest in April 2006. In
September 2006, the city of Buenos Aires started a proceeding to
pursue payment of the unpaid penalties mentioned above in the
amount of $3.9 million. Based on a legal opinion, Nextel
Argentina continues to consider the probability of having to pay
penalties, as well as any third party legal fees, to be remote.
Similarly, one of the provincial governments in another one of
the markets where we operate also increased their turnover tax
rate from 4.55% to 6% of revenues for cellular companies.
Consistent with its earlier position, Nextel Argentina continues
to pay the turnover tax in this province at the existing rate
and accrues a liability for the incremental difference in the
rate. As of September 30, 2006 and December 31, 2005,
Nextel Argentina accrued $5.0 million and
$3.4 million, respectively, for local turnover taxes in
this province, which are included as components of accrued
expenses and other.
Universal Service Tax. During the year ended
December 31, 2000, the Argentine government enacted the
Universal Service Regulation, which established a tax on
telecommunications licensees effective January 1, 2001,
equal to 1% of telecommunications service revenue, net of
applicable taxes and specified related costs. The license holder
can choose either to pay the tax into a fund for universal
service development or to participate directly in offering
services to specific geographical areas under an annual plan
designed by the Argentine government.
20
NII
HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Although the regulations state that this tax would be applicable
beginning January 1, 2001, the authorities have not taken
the necessary actions to implement this tax, such as creating
policies relating to collection or opening accounts into which
the funds would be deposited. As of September 30, 2006 and
December 31, 2005, the accrual for this liability to the
government was $6.6 million and $5.1 million,
respectively, which are included as components of accrued
expenses and other.
Nextel Argentina billed this tax as Universal Tax on customer
invoices during the period from January 2001 to August 2001 for
a total amount of $0.2 million. Subsequent to August 2001,
Nextel Argentina did not segregate a specific charge or identify
any portion of its customer billings as relating specifically to
the Universal Tax and, in fact, raised its rates and service
fees to customers several times after this period unrelated to
the Universal Tax.
As a result of various events and opinion of counsel, during the
fourth quarter of 2005, Nextel Argentina accrued for the maximum
liability due to customers for amounts billed during all periods
ending December 31, 2005, plus interest. Nextel Argentina
continued accruing the higher amount during the first quarter of
2006 while maintaining its position that there is no basis for
such reimbursement to customers. As of April 1, 2006,
Nextel Argentina changed its rate plan structure, which
eliminated all other charges and any further contingencies
related to this tax.
As required by legislation that was passed in October 2005, in
March 2006, Nextel Argentina reimbursed to customers the amounts
invoiced during the period from January 2001 to August 2001 for
a total amount of $0.2 million, plus interest. In addition,
in April 2006, Nextel Argentina filed a judicial claim against
the legislation passed in May 2005, which is currently pending.
As of September 30, 2006 and December 31, 2005, the
accrual for this liability to customers was $6.5 million
and $6.4 million, respectively, which are included as
components of accrued expenses and other.
As of September 30, 2006 and December 31, 2005, Nextel
Argentina had accrued liabilities of $27.6 million and
$40.2 million, respectively, related primarily to local
turnover taxes and local government claims, all of which were
classified in tax and non-tax accrued contingencies reported as
components of accrued expenses and other.
Legal
Proceedings.
We are subject to claims and legal actions that may arise in the
ordinary course of business. We do not believe that any of these
pending claims or legal actions will have a material effect on
our business, financial condition, results of operations or cash
flows.
Income
Taxes.
We are subject to income taxes in both the United States and the
non-U.S. jurisdictions
in which we operate. We are under routine examination by the
relevant taxing authorities for various tax years. We regularly
assess the potential outcome of current and future examinations
in each of the taxing jurisdictions when determining the
adequacy of the provision for income taxes. We have established
tax liabilities which we believe to be adequate in relation to
the potential for additional assessments. Once established, we
adjust the liabilities only when there is more information
available or when an event occurs necessitating a change to the
liabilities. While we believe that the amount of the tax
estimates is reasonable, it is possible that the ultimate
outcome of current or future examinations may exceed our tax
liabilities in amounts that could be material.
|
|
Note 8.
|
Derivative
Instruments
|
Foreign
Currency Hedges
In September 2005, Nextel Mexico entered into a derivative
agreement to reduce its foreign currency transaction risk
associated with a portion of its 2006 U.S. dollar
forecasted capital expenditures and handset purchases. This risk
is hedged by forecasting Nextel Mexicos capital
expenditures and handset purchases for a
21
NII
HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
12-month
period that began in January 2006. Under this agreement, Nextel
Mexico purchased a U.S. dollar call option for
$3.6 million and sold a call option on the Mexican peso for
$1.1 million for a net cost of $2.5 million. We
recorded the initial net purchase price of the derivative
instrument as a non-current asset of $2.5 million in
September 2005. As of September 30, 2006, our net purchased
option, which is designated as a cash flow hedge, decreased in
value by $2.4 million. We recorded this amount to
accumulated other comprehensive loss. During the nine and three
months ended September 30, 2006, we reclassified
$1.1 million and $0.3 million, respectively, from
accumulated other comprehensive loss to other expense, net,
since the underlying capital expenditures and purchased handsets
had impacted earnings. The foreign currency hedge qualifies for
cash flow hedge accounting under SFAS 133. As a result, and
because the instrument is 100% effective in hedging interest
exposure, we record the unrealized gain or loss upon measuring
the change in the hedge at its fair value at each balance sheet
date as a component of other comprehensive income and either a
derivative instrument asset or liability on the balance sheet.
We reclassify the amount recorded as a component of other
comprehensive income into other expense, net, as the underlying
capital expenditures and purchased handsets impact earnings.
In October 2005, Nextel Mexico entered into another derivative
agreement to further reduce its foreign currency transaction
risk associated with a portion of its 2006 U.S. dollar
forecasted capital expenditures and handset purchases. This risk
is hedged by forecasting Nextel Mexicos capital
expenditures and handset purchases for a
12-month
period that began in January 2006. Under this agreement, Nextel
Mexico purchased a U.S. dollar call option for
$1.4 million and sold a call option on the Mexican peso for
$0.3 million for a net cost of $1.1 million. As of
September 30, 2006, our net purchased option, which is
designated as a cash flow hedge, decreased in value by
$1.0 million. We recorded this amount to accumulated other
comprehensive loss. During the nine months ended
September 30, 2006, we reclassified $0.1 million from
accumulated other comprehensive loss to other expense, net,
since the underlying capital expenditures and purchased handsets
had impacted earnings. The foreign currency hedge qualifies for
cash flow hedge accounting under SFAS 133. As a result, and
because the instrument is 100% effective in hedging interest
exposure, we record the unrealized gain or loss upon measuring
the change in the hedge at its fair value at each balance sheet
date as a component of other comprehensive income and either a
derivative instrument asset or liability on the balance sheet.
We reclassify the amount recorded as a component of other
comprehensive income into other expense, net as the underlying
capital expenditures and purchased handsets impact earnings.
We view the foreign currency hedges in Mexico as investment
transactions as they relate to financial instruments. Therefore,
we have classified the cash flows related to the hedges as an
investing activity in our condensed consolidated statements of
cash flows.
Interest
Rate Swap
In July 2005, Nextel Mexico entered into an interest rate swap
agreement to hedge the variability of future cash flows
associated with the $31.0 million Mexican peso-denominated
variable interest rate portion of its $250.0 million
syndicated loan facility. Under the interest rate swap, Nextel
Mexico agreed to exchange the difference between the variable
Mexican reference interest rate, TIIE, and a fixed interest
rate, based on a notional amount of $31.4 million. The
interest rate swap fixed the amount of interest expense
associated with this portion of the syndicated loan facility
commencing on August 31, 2005 and will continue over the
life of the facility based on a fixed rate of approximately
11.95% per year. The interest rate swap qualifies for cash
flow hedge accounting under SFAS 133. As a result, and
because the instrument is 100% effective in hedging interest
exposure, we record the unrealized gain or loss upon measuring
the change in the swap at its fair value at each balance sheet
date as a component of accumulated other comprehensive loss and
either a derivative instrument asset or liability on the balance
sheet. We reclassify the amount recorded as a component of other
comprehensive income into other expense, net, as the future
interest payments affect earnings.
As discussed in Note 6, in June 2006, Nextel Mexico entered
into an agreement to refinance its syndicated loan. Based on
Derivatives Implementation Group Issue No. G13, Cash
Flow Hedges: Hedging the Variable
22
NII
HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Interest Payments on a Group of Floating-Rate Interest-Bearing
Loans, the interest rate swap is still effective based on
the following: (1) our original hedge documentation
referred to hedging Tranche C as a whole, (2) the
terms of the debt and swap remained the same, (3) the
principal amount of Tranche C after refinancing is greater
than the original $31.0 million, and (4) the hedged
forecasted transactions in the documented cash flow hedging
relationships are probable of occurring. Accordingly, no
settlement adjustments from other comprehensive income to the
income statement are necessary. As of September 30, 2006,
we recognized a cumulative unrealized pre-tax loss of
$1.3 million, which represents the current fair value of
the interest rate swap in accumulated other comprehensive loss
and a corresponding liability on our condensed consolidated
balance sheet.
The carrying values of our derivative instruments, which
represent fair values, as of September 30, 2006 and
December 31, 2005 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
Foreign
|
|
|
|
|
|
Total
|
|
|
|
Currency
|
|
|
Interest
|
|
|
September 30,
|
|
|
|
Hedge
|
|
|
Rate Swap
|
|
|
2006
|
|
|
|
(in thousands)
|
|
|
Purchased call options
|
|
$
|
244
|
|
|
$
|
|
|
|
$
|
244
|
|
Written put options
|
|
|
(73
|
)
|
|
|
|
|
|
|
(73
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net purchased options
|
|
|
171
|
|
|
|
|
|
|
|
171
|
|
Interest rate swap
|
|
|
|
|
|
|
(1,265
|
)
|
|
|
(1,265
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net derivative asset (liability)
|
|
$
|
171
|
|
|
$
|
(1,265
|
)
|
|
$
|
(1,094
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005
|
|
|
|
|
|
|
|
|
|
Foreign
|
|
|
|
|
|
Total
|
|
|
|
Currency
|
|
|
Interest
|
|
|
December 31,
|
|
|
|
Hedge
|
|
|
Rate Swap
|
|
|
2005
|
|
|
|
(in thousands)
|
|
|
Purchased call options
|
|
$
|
2,016
|
|
|
$
|
|
|
|
$
|
2,016
|
|
Written put options
|
|
|
(2,250
|
)
|
|
|
|
|
|
|
(2,250
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net purchased options
|
|
|
(234
|
)
|
|
|
|
|
|
|
(234
|
)
|
Interest rate swap
|
|
|
|
|
|
|
(1,174
|
)
|
|
|
(1,174
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net derivative liability
|
|
$
|
(234
|
)
|
|
$
|
(1,174
|
)
|
|
$
|
(1,408
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred Tax Assets. We assessed the
realizability of our deferred tax assets during the first,
second and third quarters of 2006, consistent with the
methodology we employed for 2005, and determined that the
realizability of those deferred assets has not changed. In that
assessment, we considered the reversal of existing temporary
differences associated with deferred tax assets and liabilities,
future taxable income, tax planning strategies and historical
and future pre-tax book income (as adjusted for permanent
differences between financial and tax accounting items) in order
to determine if it is more likely than not that the
deferred tax asset will be realized. We will continue to
evaluate the amount of the necessary valuation allowance for all
of our foreign operating companies and our U.S. companies
throughout the remainder of 2006.
Pre-Reorganization Tax Benefits. As of
September 30, 2006, we made no change to the deferred tax
assets and related valuation allowance in Brazil and Chile that
existed as of the date we emerged from reorganization. As of
December 31, 2005, there is no longer a deferred tax asset
and associated valuation allowance in the U.S. related to
pre-reorganization tax benefits.
23
NII
HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Tax Benefits on Exercise of Stock
Options. During the nine months ended
September 30, 2006, we realized $18.6 million of tax
benefits from excess tax deductions in the U.S. related to
a combination of current year stock option exercises and
utilization of net operating loss carryovers that resulted from
prior year stock option exercises. We recorded this benefit as
an increase to paid-in capital in accordance with
SFAS 123R. Because the tax benefits realized during the six
months ended June 30, 2006 exceeded the tax benefits
realized during the nine months ended September 30, 2006,
we recorded a $2.1 million decrease to paid-in capital
during the three months ended September 30, 2006.
Mexican Taxes. During 2004, Nextel
Mexico amended its Mexican Federal income tax returns in order
to reverse a benefit previously claimed for a disputed provision
of the Federal income tax law governing deductions and gains
from the sale of property. We filed the amended returns in order
to avoid potential penalties, and we also filed administrative
petitions seeking clarification of our right to the tax benefits
claimed on the original income tax returns. The tax authorities
constructively denied our administrative petitions in January
2005. In May 2005, we filed an annulment suit challenging the
constructive denial. Resolution of the annulment suit is
pending. Based on an opinion by our independent legal counsel in
Mexico, we believe it is probable that we will recover this
amount. As of September 30, 2006 and December 31,
2005, our consolidated balance sheet includes $15.8 million
and $16.2 million in income tax receivables, respectively,
which are included as components of other non-current assets.
The income tax benefit for this item is reflected in our income
tax provision for the years ended December 31, 2005, 2004
and 2003.
|
|
Note 10.
|
Segment
Reporting
|
We have determined that our reportable segments are those that
are based on our method of internal reporting, which
disaggregates our business by geographical location. Our
reportable segments are: (1) Mexico, (2) Brazil,
(3) Argentina and (4) Peru. The operations of all
other businesses that fall below the segment reporting
thresholds are included in the Corporate and other
segment below. This segment includes our Chilean operating
companies, our corporate operations in the U.S. and our Cayman
entity that issued our senior secured discount notes. We
evaluate performance of these segments and provide resources to
them primarily based on operating income before depreciation and
amortization and impairment, restructuring and other charges,
which we refer to as segment earnings. We allocated
$51.1 million and $17.0 million in corporate overhead
costs to our operating companies during the nine and three
months ended September 30, 2006 and $44.7 million and
$28.6 million during the nine and three months ended
September 30, 2005. Our segment information below does not
reflect the allocations of the corporate overhead costs because
the amounts of these expenses are not provided to or used by our
chief operating decision maker in making operating decisions
related to these segments. In addition, because we do not view
share-based compensation as an important element of our
operational performance, we recognize share-based compensation
expense at the corporate level and exclude it when evaluating
the business performance of our segments.
24
NII
HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate
|
|
|
Intercompany
|
|
|
|
|
|
|
Mexico
|
|
|
Brazil
|
|
|
Argentina
|
|
|
Peru
|
|
|
and other
|
|
|
Eliminations
|
|
|
Consolidated
|
|
|
|
(in thousands)
|
|
|
Nine Months Ended
September 30, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues
|
|
$
|
963,968
|
|
|
$
|
383,570
|
|
|
$
|
247,372
|
|
|
$
|
104,055
|
|
|
$
|
1,890
|
|
|
$
|
(569
|
)
|
|
$
|
1,700,286
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment earnings (losses)
|
|
$
|
375,717
|
|
|
$
|
76,128
|
|
|
$
|
71,951
|
|
|
$
|
18,489
|
|
|
$
|
(75,876
|
)
|
|
$
|
|
|
|
$
|
466,409
|
|
Depreciation and amortization
|
|
|
(72,352
|
)
|
|
|
(40,671
|
)
|
|
|
(13,203
|
)
|
|
|
(8,421
|
)
|
|
|
(2,746
|
)
|
|
|
295
|
|
|
|
(137,098
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
303,365
|
|
|
|
35,457
|
|
|
|
58,748
|
|
|
|
10,068
|
|
|
|
(78,622
|
)
|
|
|
295
|
|
|
|
329,311
|
|
Interest expense
|
|
|
(27,421
|
)
|
|
|
(17,857
|
)
|
|
|
(2,118
|
)
|
|
|
(106
|
)
|
|
|
(18,672
|
)
|
|
|
71
|
|
|
|
(66,103
|
)
|
Interest income
|
|
|
24,697
|
|
|
|
2,480
|
|
|
|
1,765
|
|
|
|
850
|
|
|
|
9,276
|
|
|
|
(71
|
)
|
|
|
38,997
|
|
Foreign currency transaction
(losses) gains, net
|
|
|
(823
|
)
|
|
|
(338
|
)
|
|
|
394
|
|
|
|
80
|
|
|
|
(114
|
)
|
|
|
|
|
|
|
(801
|
)
|
Other (expense) income, net
|
|
|
(2,116
|
)
|
|
|
(4,567
|
)
|
|
|
319
|
|
|
|
|
|
|
|
(911
|
)
|
|
|
|
|
|
|
(7,275
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income tax
|
|
$
|
297,702
|
|
|
$
|
15,175
|
|
|
$
|
59,108
|
|
|
$
|
10,892
|
|
|
$
|
(89,043
|
)
|
|
$
|
295
|
|
|
$
|
294,129
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures
|
|
$
|
231,678
|
|
|
$
|
148,173
|
|
|
$
|
42,015
|
|
|
$
|
24,700
|
|
|
$
|
15,240
|
|
|
$
|
|
|
|
$
|
461,806
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
September 30, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues
|
|
$
|
721,504
|
|
|
$
|
230,806
|
|
|
$
|
197,066
|
|
|
$
|
82,986
|
|
|
$
|
1,328
|
|
|
$
|
(462
|
)
|
|
$
|
1,233,228
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment earnings (losses)
|
|
$
|
291,734
|
|
|
$
|
27,975
|
|
|
$
|
53,533
|
|
|
$
|
19,236
|
|
|
$
|
(45,512
|
)
|
|
$
|
|
|
|
$
|
346,966
|
|
Depreciation and amortization
|
|
|
(49,086
|
)
|
|
|
(21,133
|
)
|
|
|
(12,258
|
)
|
|
|
(6,234
|
)
|
|
|
(1,167
|
)
|
|
|
295
|
|
|
|
(89,583
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
242,648
|
|
|
|
6,842
|
|
|
|
41,275
|
|
|
|
13,002
|
|
|
|
(46,679
|
)
|
|
|
295
|
|
|
|
257,383
|
|
Interest expense
|
|
|
(19,780
|
)
|
|
|
(12,388
|
)
|
|
|
(1,976
|
)
|
|
|
(115
|
)
|
|
|
(12,636
|
)
|
|
|
53
|
|
|
|
(46,842
|
)
|
Interest income
|
|
|
14,565
|
|
|
|
1,389
|
|
|
|
424
|
|
|
|
552
|
|
|
|
3,494
|
|
|
|
(53
|
)
|
|
|
20,371
|
|
Foreign currency transaction gains,
net
|
|
|
2,121
|
|
|
|
93
|
|
|
|
197
|
|
|
|
8
|
|
|
|
7
|
|
|
|
|
|
|
|
2,426
|
|
Debt conversion expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8,930
|
)
|
|
|
|
|
|
|
(8,930
|
)
|
Other expense, net
|
|
|
(2,387
|
)
|
|
|
(4,500
|
)
|
|
|
(33
|
)
|
|
|
(9
|
)
|
|
|
(436
|
)
|
|
|
|
|
|
|
(7,365
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income tax
|
|
$
|
237,167
|
|
|
$
|
(8,564
|
)
|
|
$
|
39,887
|
|
|
$
|
13,438
|
|
|
$
|
(65,180
|
)
|
|
$
|
295
|
|
|
$
|
217,043
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures
|
|
$
|
157,616
|
|
|
$
|
106,301
|
|
|
$
|
41,623
|
|
|
$
|
10,475
|
|
|
$
|
1,228
|
|
|
$
|
|
|
|
$
|
317,243
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25
NII
HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate
|
|
|
Intercompany
|
|
|
|
|
|
|
Mexico
|
|
|
Brazil
|
|
|
Argentina
|
|
|
Peru
|
|
|
and other
|
|
|
Eliminations
|
|
|
Consolidated
|
|
|
|
(in thousands)
|
|
|
Three Months Ended
September 30, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues
|
|
$
|
346,051
|
|
|
$
|
141,833
|
|
|
$
|
89,787
|
|
|
$
|
37,592
|
|
|
$
|
521
|
|
|
$
|
(198
|
)
|
|
$
|
615,586
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment earnings (losses)
|
|
$
|
127,037
|
|
|
$
|
30,073
|
|
|
$
|
25,187
|
|
|
$
|
5,893
|
|
|
$
|
(30,173
|
)
|
|
$
|
|
|
|
$
|
158,017
|
|
Depreciation and amortization
|
|
|
(27,533
|
)
|
|
|
(15,144
|
)
|
|
|
(5,708
|
)
|
|
|
(3,078
|
)
|
|
|
(1,037
|
)
|
|
|
98
|
|
|
|
(52,402
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
99,504
|
|
|
|
14,929
|
|
|
|
19,479
|
|
|
|
2,815
|
|
|
|
(31,210
|
)
|
|
|
98
|
|
|
|
105,615
|
|
Interest expense
|
|
|
(10,542
|
)
|
|
|
(6,248
|
)
|
|
|
(669
|
)
|
|
|
(34
|
)
|
|
|
(6,187
|
)
|
|
|
24
|
|
|
|
(23,656
|
)
|
Interest income
|
|
|
8,702
|
|
|
|
895
|
|
|
|
651
|
|
|
|
290
|
|
|
|
2,745
|
|
|
|
(24
|
)
|
|
|
13,259
|
|
Foreign currency transaction gains
(losses), net
|
|
|
2,719
|
|
|
|
(66
|
)
|
|
|
(11
|
)
|
|
|
30
|
|
|
|
10
|
|
|
|
|
|
|
|
2,682
|
|
Other income (expense), net
|
|
|
178
|
|
|
|
(1,831
|
)
|
|
|
90
|
|
|
|
|
|
|
|
(124
|
)
|
|
|
|
|
|
|
(1,687
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income tax
|
|
$
|
100,561
|
|
|
$
|
7,679
|
|
|
$
|
19,540
|
|
|
$
|
3,101
|
|
|
$
|
(34,766
|
)
|
|
$
|
98
|
|
|
$
|
96,213
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures
|
|
$
|
61,760
|
|
|
$
|
49,790
|
|
|
$
|
9,623
|
|
|
$
|
8,179
|
|
|
$
|
5,582
|
|
|
$
|
|
|
|
$
|
134,934
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues
|
|
$
|
264,571
|
|
|
$
|
86,477
|
|
|
$
|
71,846
|
|
|
$
|
29,167
|
|
|
$
|
471
|
|
|
$
|
(167
|
)
|
|
$
|
452,365
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment earnings (losses)
|
|
$
|
102,542
|
|
|
$
|
14,273
|
|
|
$
|
19,588
|
|
|
$
|
7,429
|
|
|
$
|
(15,682
|
)
|
|
$
|
|
|
|
$
|
128,150
|
|
Depreciation and amortization
|
|
|
(17,978
|
)
|
|
|
(8,674
|
)
|
|
|
(4,526
|
)
|
|
|
(2,222
|
)
|
|
|
(413
|
)
|
|
|
98
|
|
|
|
(33,715
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
84,564
|
|
|
|
5,599
|
|
|
|
15,062
|
|
|
|
5,207
|
|
|
|
(16,095
|
)
|
|
|
98
|
|
|
|
94,435
|
|
Interest expense
|
|
|
(9,946
|
)
|
|
|
(5,266
|
)
|
|
|
(774
|
)
|
|
|
(40
|
)
|
|
|
(4,671
|
)
|
|
|
19
|
|
|
|
(20,678
|
)
|
Interest income
|
|
|
7,364
|
|
|
|
498
|
|
|
|
203
|
|
|
|
247
|
|
|
|
1,965
|
|
|
|
(19
|
)
|
|
|
10,258
|
|
Foreign currency transaction gains
(losses), net
|
|
|
578
|
|
|
|
(171
|
)
|
|
|
(20
|
)
|
|
|
(39
|
)
|
|
|
11
|
|
|
|
|
|
|
|
359
|
|
Other expense, net
|
|
|
(1,767
|
)
|
|
|
(1,763
|
)
|
|
|
(27
|
)
|
|
|
(1
|
)
|
|
|
(137
|
)
|
|
|
|
|
|
|
(3,695
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income tax
|
|
$
|
80,793
|
|
|
$
|
(1,103
|
)
|
|
$
|
14,444
|
|
|
$
|
5,374
|
|
|
$
|
(18,927
|
)
|
|
$
|
98
|
|
|
$
|
80,679
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures
|
|
$
|
58,032
|
|
|
$
|
45,420
|
|
|
$
|
16,392
|
|
|
$
|
4,077
|
|
|
$
|
830
|
|
|
$
|
|
|
|
$
|
124,751
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30,
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment, net
|
|
$
|
637,904
|
|
|
$
|
373,784
|
|
|
$
|
135,095
|
|
|
$
|
75,543
|
|
|
$
|
45,681
|
|
|
$
|
(658
|
)
|
|
$
|
1,267,349
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Identifiable assets
|
|
$
|
1,763,306
|
|
|
$
|
578,162
|
|
|
$
|
310,921
|
|
|
$
|
161,229
|
|
|
$
|
221,856
|
|
|
$
|
(658
|
)
|
|
$
|
3,034,816
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment, net
|
|
$
|
486,841
|
|
|
$
|
247,222
|
|
|
$
|
108,238
|
|
|
$
|
59,388
|
|
|
$
|
33,187
|
|
|
$
|
(953
|
)
|
|
$
|
933,923
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Identifiable assets
|
|
$
|
1,459,298
|
|
|
$
|
401,013
|
|
|
$
|
274,397
|
|
|
$
|
148,429
|
|
|
$
|
338,780
|
|
|
$
|
(953
|
)
|
|
$
|
2,620,964
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26
|
|
Item 2.
|
Managements
Discussion and Analysis of Financial Condition and Results of
Operations.
|
INDEX TO
MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
|
|
|
|
|
28
|
|
|
|
|
28
|
|
|
|
|
29
|
|
|
|
|
30
|
|
|
|
|
31
|
|
|
|
|
31
|
|
|
|
|
32
|
|
|
|
|
32
|
|
|
|
|
33
|
|
|
|
|
39
|
|
|
|
|
43
|
|
|
|
|
47
|
|
|
|
|
51
|
|
|
|
|
54
|
|
|
|
|
56
|
|
|
|
|
57
|
|
|
|
|
60
|
|
|
|
|
60
|
|
27
Introduction
The following is a discussion and analysis of:
|
|
|
|
|
our consolidated financial condition and results of operations
for the nine- and three-month periods ended September 30,
2006 and 2005; and
|
|
|
|
significant factors which we believe could affect our
prospective financial condition and results of operations.
|
You should read this discussion in conjunction with our 2005
annual report on
Form 10-K
and our quarterly reports on
Form 10-Q
for the quarters ended March 31, 2006 and June 30,
2006, including but not limited to, the discussion regarding our
critical accounting policies and estimates, as described below.
Historical results may not indicate future performance. See
Forward Looking Statements for risks and
uncertainties that may impact our future performance.
Business
Overview
We provide digital wireless communication services primarily
targeted at meeting the needs of business customers through
operating companies located in selected Latin American markets.
Our principal operations are in major business centers and
related transportation corridors of Mexico, Brazil, Argentina
and Peru. We also provide analog specialized mobile radio, which
we refer to as SMR, services in Mexico, Brazil, Peru and Chile.
Our markets are generally characterized by high population
densities in major urban centers, which we refer to as major
business centers, and where we believe there is a concentration
of the countrys business users and economic activity. In
addition, vehicle traffic congestion, low wireline penetration
and unreliability of the land-based telecommunications
infrastructure encourage the use of mobile wireless
communications services in these areas.
We use a transmission technology called integrated digital
enhanced network, or iDEN, technology developed by Motorola,
Inc. to provide our digital mobile services on 800 MHz
spectrum holdings in all of our digital markets. This technology
allows us to use our spectrum more efficiently and offer
multiple digital wireless services integrated on one digital
handset device. Our digital mobile networks support multiple
digital wireless services, including:
|
|
|
|
|
digital mobile telephone service, including advanced calling
features such as speakerphone, conference calling, voice-mail,
call forwarding and additional line service;
|
|
|
|
Nextel Direct
Connect®
service, which allows subscribers anywhere on our network to
talk to each other instantly, on a
push-to-talk
basis, on a private
one-to-one
call or on a group call;
|
|
|
|
International Direct
Connect®
service, in partnership with Sprint Nextel Corporation and
TELUS Corporation, which allows subscribers to communicate
instantly across national borders with our subscribers in
Mexico, Brazil, Argentina and Peru, with Sprint Nextel
Corporation subscribers in the United States and with TELUS
subscribers in Canada;
|
|
|
|
Internet services, mobile messaging services,
e-mail,
location-based services via Global Positioning System (GPS)
technologies and advanced
Javatm
enabled business applications, which are marketed as
Nextel
Onlinesm
services; and
|
|
|
|
international roaming capabilities, which are marketed as
Nextel
Worldwidesm.
|
We refer to our operating companies by the countries in which
they operate, such as Nextel Mexico, Nextel Brazil, Nextel
Argentina, Nextel Peru and Nextel Chile.
28
The table below provides an overview of our total digital
handsets in commercial service in the countries indicated as of
September 30, 2006 and 2005. For purposes of the table,
digital handsets in commercial service represent all digital
handsets in use by our customers on the digital mobile networks
in each of the listed countries.
|
|
|
|
|
|
|
|
|
|
|
Total Digital Handsets in
|
|
|
|
Commercial Service
|
|
|
|
September 30,
|
|
|
September 30,
|
|
Country
|
|
2006
|
|
|
2005
|
|
|
|
(in thousands)
|
|
|
Mexico
|
|
|
1,433
|
|
|
|
1,027
|
|
Brazil
|
|
|
827
|
|
|
|
580
|
|
Argentina
|
|
|
608
|
|
|
|
465
|
|
Peru
|
|
|
320
|
|
|
|
231
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
3,188
|
|
|
|
2,303
|
|
|
|
|
|
|
|
|
|
|
Recent
Developments
Millicom Spectrum Acquisition. In
October 2006, Nextel Peru purchased all of the shares of
Millicom Peru, S.A., for a purchase price of $5.0 million.
As a result of this transaction, Nextel Peru acquired
50 MHz of 3.4 GHz spectrum in all major provinces, as
well as various network assets and equipment. As of
September 30, 2006, we classified the $5.0 million in
cash restricted for the purchase of Millicom Peru, S.A. as a
long-term asset in our condensed consolidated balance sheet.
Cosmofrecuencias Acquisition. In
September 2006, Nextel Mexico signed an agreement to acquire all
of the shares of Cosmofrecuencias, S.A. de C.V. for
$200.0 million in cash. On October 25, 2006, Nextel
Mexico received the necessary regulatory approvals and released
the $200.0 million to complete this acquisition. This
acquisition will provide Nextel Mexico with a local concession,
which we expect will result in interconnect and operating cost
savings, as well as additional revenue generating opportunities
in the future. This acquisition will also provide Nextel Mexico
with 50MHz of 3.4GHz spectrum nationwide in Mexico. As of
September 30, 2006, we classified the $200.0 million
in cash restricted for the purchase of Cosmofrecuencias, S.A. de
C.V. as a long-term asset in our condensed consolidated balance
sheet.
Motorola Purchase Commitments. In
September 2006, we entered into agreements to extend our
relationship with Motorola for the supply of iDEN handsets and
iDEN network infrastructure through December 31, 2011.
Under these agreements, we agreed to annually escalating handset
commitments and certain price points for handsets and
infrastructure. If we do not meet the handset commitments, we
would be required to pay an additional amount based on the
shortfall of handsets. In addition, these agreements also
include commitments by Motorola to maintain an adequate supply
of the iDEN handsets and equipment used in our business for the
term of the agreement and to continue to invest in the
development of new iDEN devices and infrastructure features.
Velocom Spectrum Acquisition. In July
2006, Nextel Argentina signed an agreement, pending regulatory
approval, to purchase all of the stock of Velocom Argentina,
S.A., a wireless internet access and data transmission company,
for $6.0 million in cash and the assumption of certain
liabilities, of which $0.6 million has been paid. As a
result of this transaction, Nextel Argentina will acquire
50 MHz of 3.4 GHz spectrum nationwide.
Refinancing of Mexico Syndicated
Loan Facility. On June 27, 2006,
Nextel Mexico entered into an agreement to refinance its
syndicated loan. The loan principal was increased from the
original $250.0 million to $296.6 million after the
refinancing. Under the agreement, the loan was refinanced using
the same variable (i.e., LIBOR and TIIE) or fixed rates as the
original agreement but with lower spreads for each tranche. Of
the total amount of the refinanced loan, $156.6 million is
denominated in U.S. dollars, with a floating interest rate
based on LIBOR (Tranche A 6.75% as of
September 30, 2006), $57.0 million is denominated in
Mexican pesos, with a floating interest rate based on the
Mexican reference rate TIIE (Tranche C 8.48% as
of September 30, 2006), and $83.0 million is
denominated in Mexican pesos, at an interest rate fixed at the
time of funding (Tranche B 11.36%). For
Tranche B and Tranche C, the principal and interest
payments will take place on the same dates as previously
scheduled under the original agreement. Under the original
agreement, principal for Tranche A was also
29
due on the same dates as the principal under Tranches B and C.
However, after the refinancing, principal for Tranche A
will now be due in a lump sum of $156.6 million in June
2011.
Telmex Agreement. Nextel Mexico signed
an agreement with Telefonos de Mexico, S.A. de C.V., or Telmex,
effective February 14, 2006, that allows Nextel Mexico to
interconnect and terminate traffic with Telmex in 27 nationwide
cities throughout Mexico using 5 local connections. The
agreement covers each individual city for its own term of
15 years from the date service begins in that city for a
total cost of $44.5 million, plus any applicable
value-added taxes. We are accounting for the Telmex agreement as
a service agreement. As a result, we are expensing any payments
made under this agreement in the period to which they relate.
Nextel Mexico paid a $7.0 million deposit to Telmex on
March 31, 2006, of which $2.7 million was recorded as
a component of prepaid expenses and other and $3.0 million
was recorded as a component of other assets as of
September 30, 2006. The difference of $1.3 million
between the amount paid and the amounts recorded in our
condensed consolidated balance sheet as of September 30,
2006 was expensed as incurred. The agreement specifies the
second of three total installment payments in the amount of
$18.5 million should be made on March 15, 2007, and
the last payment in the amount of $19.0 million should be
made on March 15, 2008.
Critical
Accounting Policies and Estimates
The preparation of our financial statements in conformity with
accounting principles generally accepted in the United States of
America requires us to make estimates and assumptions that
affect the reported amounts of assets and liabilities, revenues
and expenses and related disclosures of contingent assets and
liabilities in the condensed consolidated financial statements
and related notes for the periods presented. Due to the inherent
uncertainty involved in making those estimates, actual results
to be reported in future periods could differ from those
estimates.
We consider the following accounting policies to be the most
important to our financial position and results of operations or
policies that require us to exercise significant judgment
and/or
estimates:
|
|
|
|
|
revenue recognition;
|
|
|
|
allowance for doubtful accounts;
|
|
|
|
depreciation of property, plant and equipment;
|
|
|
|
amortization of intangible assets;
|
|
|
|
foreign currency;
|
|
|
|
loss contingencies;
|
|
|
|
share-based payments; and
|
|
|
|
income taxes.
|
We believe that, except for the change in our accounting for
share-based payment awards with the adoption of Financial
Accounting Standards Board Statement No. 123 (Revised
2004), Share-Based Payment, or SFAS 123R, there
have been no material changes to our critical accounting
policies and estimates during the nine and three months ended
September 30, 2006 compared to those discussed in our 2005
annual report of
Form 10-K
under Managements Discussion and Analysis of
Financial Condition and Results of Operations.
30
Share-Based
Payments
Effective January 1, 2006, we adopted the fair value
recognition provisions of SFAS 123R, which requires that we
expense the cost of stock options and other forms of share-based
payments. We used the modified prospective transition method and
therefore we have not restated prior periods results. In
accordance with SFAS 123R:
|
|
|
|
|
We calculate estimated compensation cost based on the fair value
of the stock option awards and restricted stock awards on their
grant date;
|
|
|
|
We account for the estimated compensation cost under the
modified prospective transition method for all share-based
payment awards granted after January 1, 2006 and awards
granted prior to January 1, 2006 that had not vested as of
January 1, 2006;
|
|
|
|
We recognize share-based payment expense over the requisite
service period of the award;
|
|
|
|
We expense share-based payment cost only for those shares
expected to vest on a straight-line basis over the expected term
of the award, net of an estimated forfeiture rate; and
|
|
|
|
We do not recognize share-based payment cost for awards for
which the requisite service is not completed.
|
For stock option awards under SFAS 123R, we use the
Black-Scholes-Merton option-pricing model and managements
assumptions to estimate their fair values. The
Black-Scholes-Merton option-pricing model was developed for use
in estimating the fair value of traded options that have no
vesting restrictions and are fully transferable. Option-pricing
models such as the Black-Scholes- Merton model require the input
of highly subjective assumptions, including the expected term of
the share-based payment awards and the stock price volatility.
We hired an independent consulting firm with expertise in this
area to review our assumptions, methodology and calculations.
The assumptions represent our best estimates, but these
estimates involve inherent uncertainties and the application of
management judgment. Consequently, there is a risk that our
estimates of the fair values of our stock option awards on the
grant dates may bear little resemblance to the actual values
realized upon the exercise, expiration, early termination or
forfeiture of those stock option awards in the future. Certain
stock option awards may expire worthless or otherwise result in
zero intrinsic value as compared to the fair values originally
estimated on the grant date and reported in our financial
statements. Alternatively, value may be realized from the stock
option awards that is significantly in excess of the fair values
originally estimated on the grant date and reported in our
financial statements. Additionally, application of alternative
assumptions could produce significantly different estimates of
the fair value of stock option awards and consequently, the
related amounts recognized in the consolidated statements of
operations. Currently, there is no market-based mechanism or
other practical application to verify the reliability and
accuracy of the estimates from option-pricing valuation models,
such as Black-Scholes-Merton, nor is there a means to compare
and adjust the estimates to actual values. Although the fair
value of stock option awards is determined in accordance with
SFAS 123R and Staff Accounting Bulletin Topic 14
(SAB 107) using the Black-Scholes-Merton
option-pricing model, the fair value may not be indicative of
the fair value observed in a willing buyer/willing seller market
transaction. Because stock options have characteristics
significantly different from those of traded options, and
because changes in the subjective input assumptions can
materially affect the fair value estimate, we believe that the
existing models do not necessarily provide a reliable single
measure of the fair value of the stock options. See Note 2
to the condensed consolidated financial statements in this
quarterly report on
Form 10-Q
for a further discussion on share-based payments.
Ratio of
Earnings to Fixed Charges
|
|
|
|
|
|
|
Three Months Ended
|
|
September 30,
|
|
2006
|
|
|
2005
|
|
|
|
3.70x
|
|
|
|
3.86x
|
|
For the purpose of computing the ratio of earnings to fixed
charges, earnings consist of income from continuing operations
before income taxes plus fixed charges and amortization of
capitalized interest less capitalized interest. Fixed charges
consist of:
|
|
|
|
|
interest on all indebtedness, amortization of debt financing
costs and amortization of original issue discount;
|
31
|
|
|
|
|
interest capitalized; and
|
|
|
|
the portion of rental expense we believe is representative of
interest.
|
Reclassifications
We have reclassified certain prior year amounts in our unaudited
condensed consolidated financial statements to conform to our
current year presentation, including spectrum license fees of
$31.1 million and $11.0 million for the nine and three
months ended September 30, 2005, respectively, that we
reclassified from selling, general and administrative expenses
to cost of service. For the nine and three months ended
September 30, 2006, we recorded $36.5 million and
$12.9 million of spectrum fees in cost of service,
respectively.
Results
of Operations
Operating revenues primarily consist of wireless service
revenues and revenues generated from the sale of digital
handsets and accessories. Service revenues primarily include
fixed monthly access charges for digital mobile telephone
service and digital two-way radio and other services, including
revenues from calling party pays programs and variable charges
for airtime and digital two-way radio usage in excess of plan
minutes, long-distance charges and international roaming
revenues derived from calls placed by our customers. Digital
handset and accessory revenues represent revenues we earn on the
sale of digital handsets and accessories to our customers.
In addition, we also have other less significant sources of
revenues. These revenues primarily include revenues generated
from our handset maintenance programs, roaming revenues
generated from other companies customers that roam on our
networks and co-location rental revenues from third-party
tenants that rent space on our towers.
Cost of revenues primarily includes the cost of providing
wireless service and the cost of digital handset and accessory
sales. Cost of providing service consists largely of costs of
interconnection with local exchange carrier facilities and
direct switch and transmitter and receiver site costs, including
property taxes, expenses related to our handset maintenance
programs, insurance costs, utility costs, maintenance costs,
spectrum license fees and rent for the network switches and
sites used to operate our digital mobile networks.
Interconnection costs have fixed and variable components. The
fixed component of interconnection costs consists of monthly
flat-rate fees for facilities leased from local exchange
carriers. The variable component of interconnection costs, which
fluctuates in relation to the volume and duration of wireless
calls, generally consists of per-minute use fees charged by
wireline and wireless providers for wireless calls from our
digital handsets terminating on their networks. Cost of digital
handset and accessory sales consists largely of the cost of the
handset and accessories, order fulfillment and
installation-related expenses, as well as write-downs of digital
handset and related accessory inventory for shrinkage or
obsolescence.
Our service and other revenues and the variable component of our
cost of service are primarily driven by the number of digital
handsets in service and not necessarily by the number of
customers, as one customer may purchase one or many digital
handsets. Our digital handset and accessory revenues and cost of
digital handset and accessory sales are primarily driven by the
number of new handsets placed into service as well as handset
upgrades provided to existing customers.
Selling and marketing expenses include all of the expenses
related to acquiring customers. General and administrative
expenses include expenses related to revenue-based taxes,
billing, customer care, collections including bad debt,
management information systems and corporate overhead, including
share-based payment expense.
32
a. Consolidated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of
|
|
|
|
|
|
% of
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
|
|
|
|
Consolidated
|
|
|
Change from
|
|
|
|
September 30,
|
|
|
Operating
|
|
|
September 30,
|
|
|
Operating
|
|
|
Previous Year
|
|
|
|
2006
|
|
|
Revenues
|
|
|
2005
|
|
|
Revenues
|
|
|
Dollars
|
|
|
Percent
|
|
|
|
(dollars in thousands)
|
|
|
Nine Months Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service and other revenues
|
|
$
|
1,630,291
|
|
|
|
96
|
%
|
|
$
|
1,175,826
|
|
|
|
95
|
%
|
|
$
|
454,465
|
|
|
|
39
|
%
|
Digital handset and accessory
revenues
|
|
|
69,995
|
|
|
|
4
|
%
|
|
|
57,402
|
|
|
|
5
|
%
|
|
|
12,593
|
|
|
|
22
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,700,286
|
|
|
|
100
|
%
|
|
|
1,233,228
|
|
|
|
100
|
%
|
|
|
467,058
|
|
|
|
38
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of service (exclusive of
depreciation and amortization included below)
|
|
|
(438,724
|
)
|
|
|
(26
|
)%
|
|
|
(332,224
|
)
|
|
|
(27
|
)%
|
|
|
(106,500
|
)
|
|
|
32
|
%
|
Cost of digital handsets and
accessories
|
|
|
(228,957
|
)
|
|
|
(13
|
)%
|
|
|
(178,262
|
)
|
|
|
(15
|
)%
|
|
|
(50,695
|
)
|
|
|
28
|
%
|
Selling and marketing expenses
|
|
|
(234,466
|
)
|
|
|
(14
|
)%
|
|
|
(163,068
|
)
|
|
|
(13
|
)%
|
|
|
(71,398
|
)
|
|
|
44
|
%
|
General and administrative expenses
|
|
|
(331,730
|
)
|
|
|
(20
|
)%
|
|
|
(212,708
|
)
|
|
|
(17
|
)%
|
|
|
(119,022
|
)
|
|
|
56
|
%
|
Depreciation and amortization
|
|
|
(137,098
|
)
|
|
|
(8
|
)%
|
|
|
(89,583
|
)
|
|
|
(7
|
)%
|
|
|
(47,515
|
)
|
|
|
53
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
329,311
|
|
|
|
19
|
%
|
|
|
257,383
|
|
|
|
21
|
%
|
|
|
71,928
|
|
|
|
28
|
%
|
Interest expense, net
|
|
|
(66,103
|
)
|
|
|
(4
|
)%
|
|
|
(46,842
|
)
|
|
|
(4
|
)%
|
|
|
(19,261
|
)
|
|
|
41
|
%
|
Interest income
|
|
|
38,997
|
|
|
|
2
|
%
|
|
|
20,371
|
|
|
|
2
|
%
|
|
|
18,626
|
|
|
|
91
|
%
|
Foreign currency transaction
(losses) gains, net
|
|
|
(801
|
)
|
|
|
|
|
|
|
2,426
|
|
|
|
|
|
|
|
(3,227
|
)
|
|
|
(133
|
)%
|
Debt conversion expense
|
|
|
|
|
|
|
|
|
|
|
(8,930
|
)
|
|
|
(1
|
)%
|
|
|
8,930
|
|
|
|
(100
|
)%
|
Other expense, net
|
|
|
(7,275
|
)
|
|
|
|
|
|
|
(7,365
|
)
|
|
|
|
|
|
|
90
|
|
|
|
(1
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income tax provision
|
|
|
294,129
|
|
|
|
17
|
%
|
|
|
217,043
|
|
|
|
18
|
%
|
|
|
77,086
|
|
|
|
36
|
%
|
Income tax provision
|
|
|
(107,540
|
)
|
|
|
(6
|
)%
|
|
|
(91,651
|
)
|
|
|
(8
|
)%
|
|
|
(15,889
|
)
|
|
|
17
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
186,589
|
|
|
|
11
|
%
|
|
$
|
125,392
|
|
|
|
10
|
%
|
|
$
|
61,197
|
|
|
|
49
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of
|
|
|
|
|
|
% of
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
|
|
|
|
Consolidated
|
|
|
Change from
|
|
|
|
September 30,
|
|
|
Operating
|
|
|
September 30,
|
|
|
Operating
|
|
|
Previous Year
|
|
|
|
2006
|
|
|
Revenues
|
|
|
2005
|
|
|
Revenues
|
|
|
Dollars
|
|
|
Percent
|
|
|
|
(dollars in thousands)
|
|
|
Three Months Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service and other revenues
|
|
$
|
590,086
|
|
|
|
96
|
%
|
|
$
|
430,318
|
|
|
|
95
|
%
|
|
$
|
159,768
|
|
|
|
37
|
%
|
Digital handset and accessory
revenues
|
|
|
25,500
|
|
|
|
4
|
%
|
|
|
22,047
|
|
|
|
5
|
%
|
|
|
3,453
|
|
|
|
16
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
615,586
|
|
|
|
100
|
%
|
|
|
452,365
|
|
|
|
100
|
%
|
|
|
163,221
|
|
|
|
36
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of service (exclusive of
depreciation and amortization included below)
|
|
|
(159,562
|
)
|
|
|
(26
|
)%
|
|
|
(117,727
|
)
|
|
|
(26
|
)%
|
|
|
(41,835
|
)
|
|
|
36
|
%
|
Cost of digital handsets and
accessories
|
|
|
(88,801
|
)
|
|
|
(14
|
)%
|
|
|
(67,701
|
)
|
|
|
(15
|
)%
|
|
|
(21,100
|
)
|
|
|
31
|
%
|
Selling and marketing expenses
|
|
|
(88,330
|
)
|
|
|
(14
|
)%
|
|
|
(63,896
|
)
|
|
|
(14
|
)%
|
|
|
(24,434
|
)
|
|
|
38
|
%
|
General and administrative expenses
|
|
|
(120,876
|
)
|
|
|
(20
|
)%
|
|
|
(74,891
|
)
|
|
|
(17
|
)%
|
|
|
(45,985
|
)
|
|
|
61
|
%
|
Depreciation and amortization
|
|
|
(52,402
|
)
|
|
|
(9
|
)%
|
|
|
(33,715
|
)
|
|
|
(7
|
)%
|
|
|
(18,687
|
)
|
|
|
55
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
105,615
|
|
|
|
17
|
%
|
|
|
94,435
|
|
|
|
21
|
%
|
|
|
11,180
|
|
|
|
12
|
%
|
Interest expense, net
|
|
|
(23,656
|
)
|
|
|
(4
|
)%
|
|
|
(20,678
|
)
|
|
|
(4
|
)%
|
|
|
(2,978
|
)
|
|
|
14
|
%
|
Interest income
|
|
|
13,259
|
|
|
|
2
|
%
|
|
|
10,258
|
|
|
|
2
|
%
|
|
|
3,001
|
|
|
|
29
|
%
|
Foreign currency transaction
gains, net
|
|
|
2,682
|
|
|
|
1
|
%
|
|
|
359
|
|
|
|
|
|
|
|
2,323
|
|
|
|
NM
|
|
Other expense, net
|
|
|
(1,687
|
)
|
|
|
|
|
|
|
(3,695
|
)
|
|
|
(1
|
)%
|
|
|
2,008
|
|
|
|
(54
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income tax provision
|
|
|
96,213
|
|
|
|
16
|
%
|
|
|
80,679
|
|
|
|
18
|
%
|
|
|
15,534
|
|
|
|
19
|
%
|
Income tax provision
|
|
|
(30,525
|
)
|
|
|
(5
|
)%
|
|
|
(30,837
|
)
|
|
|
(7
|
)%
|
|
|
312
|
|
|
|
(1
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
65,688
|
|
|
|
11
|
%
|
|
$
|
49,842
|
|
|
|
11
|
%
|
|
$
|
15,846
|
|
|
|
32
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NM-Not Meaningful
The $454.5 million, or 39%, and $159.8 million, or
37%, increases in consolidated service and other revenues from
the nine and three months ended September 30, 2005 to the
same periods in 2006 are primarily a result of the following:
|
|
|
|
|
37% and 38% increases in the average number of total digital
handsets in service;
|
|
|
|
increases in average consolidated revenues per handset; and
|
|
|
|
$27.5 million, or 47%, and $9.6 million, or 44%,
increases in consolidated revenues generated from our handset
maintenance programs, primarily in Mexico and Brazil.
|
The $12.6 million, or 22%, and $3.5 million, or 16%,
increases in consolidated digital handset and accessory revenues
from the nine and three months ended September 30, 2005 to
the same periods in 2006 are primarily due to 44% and 38%
increases, respectively, in total handset sales to new
customers, as well as 16% and 23% increases in total handset
upgrades to existing customers.
34
The $106.5 million, or 32%, and $41.8 million, or 36%,
increases in consolidated cost of service from the nine and
three months ended September 30, 2005 to the same periods
in 2006 are principally a result of the following:
|
|
|
|
|
$55.5 million, or 34%, and $24.0 million, or 41%,
increases in consolidated interconnect costs resulting from 44%
and 43% increases in consolidated interconnect minutes of use,
partially offset by lower costs per minute of use primarily
resulting from volume discounts negotiated with various carriers
in Mexico;
|
|
|
|
$28.9 million, or 25%, and $10.1 million, or 25%,
increases in consolidated direct switch and transmitter and
receiver site costs resulting from a 28% increase in the total
number of consolidated transmitter and receiver sites in service
from September 30, 2005 to September 30, 2006; and
|
|
|
|
$16.6 million, or 37%, and $5.4 million, or 33%,
increases in consolidated service and repair costs mainly
resulting from increases in subscribers participating under our
handset maintenance programs, primarily in Mexico and Brazil.
|
The $50.7 million, or 28%, and $21.1 million, or 31%,
increases in consolidated cost of digital handset and accessory
sales from the nine and three months ended September 30,
2005 to the same periods in 2006 are primarily due to 44% and
38% increases in total handset sales to new customers, as well
as 16% and 23% increases in total handset upgrades to existing
customers.
|
|
3.
|
Selling and
marketing expenses
|
The $71.4 million, or 44%, and $24.4 million, or 38%,
increases in consolidated selling and marketing expenses from
the nine and three months ended September 30, 2005 to the
same periods in 2006 are principally a result of the following:
|
|
|
|
|
$31.7 million, or 51%, and $8.8 million, or 32%,
increases in consolidated indirect commissions resulting from
40% and 32% increases in handset sales across all markets
through external sales channels;
|
|
|
|
$25.0 million, or 43%, and $8.8 million, or 41%,
increases in consolidated direct commissions and payroll
expenses largely due to increases in commissions incurred as a
result of 48% increases for both periods in handset sales across
all markets by internal sales personnel; and
|
|
|
|
$14.5 million, or 44%, and $6.6 million, or 54%,
increases in consolidated advertising expenses, primarily in
Mexico and Brazil, mainly related to the launch of new markets
in connection with our expansion plan and increased advertising
initiatives related to overall subscriber growth.
|
|
|
4.
|
General and
administrative expenses
|
The $119.0 million, or 56%, and $46.0 million, or 61%,
increases in consolidated general and administrative expenses
from the nine and three months ended September 30, 2005 to
the same periods in 2006 are primarily a result of the following:
|
|
|
|
|
$34.2 million, or 28%, and $13.3 million, or 30%,
increases largely due to higher personnel costs related to
increases in headcount and higher facilities-related expenses
due to continued subscriber growth and expansion into new
markets;
|
|
|
|
$26.1 million, or 48%, and $9.3 million, or 46%,
increases in consolidated customer care expenses, mainly payroll
and related expenses, resulting from additional customer care
personnel necessary to support a larger consolidated customer
base;
|
|
|
|
$20.8 million and $8.6 million, respectively, in
incremental share-based payment expense in connection with the
implementation of SFAS 123R;
|
|
|
|
$20.8 million and $7.6 million in revenue-based taxes
in Brazil that we started reporting on a gross basis as both
service and other revenues and general and administrative
expenses in the fourth quarter of 2005;
|
35
|
|
|
|
|
$9.3 million, or 75%, and $4.0 million, or 133%,
increases in consolidated bad debt expense, which increased
slightly as a percentage of revenues from 1.01% and 0.67% from
the nine and three months ended September 30, 2005 to 1.28%
and 1.14% in 2006; and
|
|
|
|
$7.9 million, or 33%, and $3.2 million, or 41%,
increases in information technology costs primarily in Mexico
and Brazil related to new systems and our growing customer base.
|
|
|
5.
|
Depreciation
and amortization
|
The $47.5 million, or 53%, and $18.7 million, or 55%,
increases in consolidated depreciation and amortization from the
nine and three months ended September 30, 2005 to the same
periods in 2006 are primarily due to increased depreciation on a
larger base of consolidated property, plant and equipment
resulting from the continued expansion of our digital mobile
networks, mainly in Mexico and Brazil.
The $19.3 million, or 41%, increase in consolidated net
interest expense from the nine months ended September 30,
2005 to the same period in 2006 is primarily due to the
following:
|
|
|
|
|
the draw-down of Nextel Mexicos syndicated loan facility
in May 2005, which resulted in four months of interest expense
for the nine months ended September 30, 2005 compared to
nine months of interest expense for the nine months ended
September 30, 2006;
|
|
|
|
the issuance of our 2.75% convertible notes in August 2005,
which resulted in two months of interest expense for the nine
months ended September 30, 2005 compared to nine months of
interest expense for the nine months ended September 30,
2006; and
|
|
|
|
an increase in interest incurred on our towers financing
transactions and capital lease obligations in Mexico and Brazil.
|
The $3.0 million, or 14%, increase in consolidated net
interest expense from the three months ended September 30,
2005 to the same period in 2006 is primarily due to the
following:
|
|
|
|
|
an increase in interest incurred on our 2.75% convertible
notes that we issued in August 2005;
|
|
|
|
an increase in interest incurred on our towers financing
transactions and capital lease obligations in Mexico and
Brazil; and
|
|
|
|
an increase in interest incurred on Nextel Mexicos
syndicated loan facility due to the increase in the amount
borrowed through the refinancing of the facility in June 2006.
|
The $18.6 million, or 91%, and $3.0 million, or 29%,
increases in interest income from the nine and three months
ended September 30, 2005 to the same periods in 2006 are
largely the result of increases in average consolidated cash
balances due to the draw-down of Nextel Mexicos syndicated
loan facility in May 2005, cash generated from operations in
Mexico and the $350.0 million proceeds received from the
issuance of our 2.75% convertible notes in August 2005, as
well as an increase in interest rates primarily in the U.S.
|
|
8.
|
Debt
conversion expense
|
Debt conversion expense represents consideration that we paid in
connection with the conversion of $88.5 million of our
3.5% convertible notes during the second quarter of 2005.
|
|
9.
|
Foreign
currency transaction (losses) gains, net
|
Foreign currency transaction gains of $2.4 million for the
nine months ended September 30, 2005 are primarily related
to gains in Mexico due to the impact of an increase in the value
of the Mexican peso compared to the U.S. dollar on Nextel
Mexicos U.S. dollar-denominated assets.
36
Foreign currency transaction gains of $2.7 million for the
three months ended September 30, 2006 are primarily related
to gains in Mexico due to the impact of an increase in the value
of the Mexican peso on Nextel Mexicos
U.S. dollar-denominated liabilities.
The $15.9 million, or 17%, increase in the income tax
provision from the nine months ended September 30, 2005 to
the same period in 2006 is primarily due to a
$77.1 million, or 36%, increase in income before tax.
Segment
Results
We evaluate performance of our segments and provide resources to
them primarily based on operating income before depreciation and
amortization and impairment, restructuring and other charges,
which we refer to as segment earnings. We allocated
$51.1 million and $17.0 million in corporate overhead
costs to our operating companies during the nine and three
months ended September 30, 2006 and $44.7 million and
$28.6 million during the nine and three months ended
September 30, 2005. Our segment information below does not
reflect the allocations of the corporate overhead costs because
the amounts of these expenses are not provided to or used by our
chief operating decision maker in making operating decisions
related to these segments. In addition, because we do not view
share-based compensation as an important element of our
operational performance, we recognize share-based payment
expense at the corporate level and exclude it when evaluating
the business performance of our segments. The tables below
provide a summary of the components of our consolidated segments
for the nine and three months ended September 30, 2006 and
2005. The results of Nextel Chile are included in
Corporate and other.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
|
|
|
|
|
|
|
|
% of
|
|
|
|
|
|
% of
|
|
|
Selling,
|
|
|
Selling,
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
|
|
|
|
Consolidated
|
|
|
General and
|
|
|
General and
|
|
|
Segment
|
|
Nine Months Ended
|
|
Operating
|
|
|
Operating
|
|
|
Cost of
|
|
|
Cost of
|
|
|
Administrative
|
|
|
Administrative
|
|
|
Earnings
|
|
September 30, 2006
|
|
Revenues
|
|
|
Revenues
|
|
|
Revenues
|
|
|
Revenues
|
|
|
Expenses
|
|
|
Expenses
|
|
|
(Losses)
|
|
(dollars in thousands)
|
|
|
Nextel Mexico
|
|
$
|
963,968
|
|
|
|
57
|
%
|
|
$
|
(324,136
|
)
|
|
|
49
|
%
|
|
$
|
(264,115
|
)
|
|
|
47
|
%
|
|
$
|
375,717
|
|
Nextel Brazil
|
|
|
383,570
|
|
|
|
23
|
%
|
|
|
(175,977
|
)
|
|
|
26
|
%
|
|
|
(131,465
|
)
|
|
|
23
|
%
|
|
|
76,128
|
|
Nextel Argentina
|
|
|
247,372
|
|
|
|
14
|
%
|
|
|
(112,604
|
)
|
|
|
17
|
%
|
|
|
(62,817
|
)
|
|
|
11
|
%
|
|
|
71,951
|
|
Nextel Peru
|
|
|
104,055
|
|
|
|
6
|
%
|
|
|
(54,394
|
)
|
|
|
8
|
%
|
|
|
(31,172
|
)
|
|
|
6
|
%
|
|
|
18,489
|
|
Corporate and other
|
|
|
1,890
|
|
|
|
|
|
|
|
(1,139
|
)
|
|
|
|
|
|
|
(76,627
|
)
|
|
|
13
|
%
|
|
|
(75,876
|
)
|
Intercompany eliminations
|
|
|
(569
|
)
|
|
|
|
|
|
|
569
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total consolidated
|
|
$
|
1,700,286
|
|
|
|
100
|
%
|
|
$
|
(667,681
|
)
|
|
|
100
|
%
|
|
$
|
(566,196
|
)
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
|
|
|
|
|
|
|
|
% of
|
|
|
|
|
|
% of
|
|
|
Selling,
|
|
|
Selling,
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
|
|
|
|
Consolidated
|
|
|
General and
|
|
|
General and
|
|
|
Segment
|
|
Three Months Ended
|
|
Operating
|
|
|
Operating
|
|
|
Cost of
|
|
|
Cost of
|
|
|
Administrative
|
|
|
Administrative
|
|
|
Earnings
|
|
September 30, 2006
|
|
Revenues
|
|
|
Revenues
|
|
|
Revenues
|
|
|
Revenues
|
|
|
Expenses
|
|
|
Expenses
|
|
|
(Losses)
|
|
|
|
(dollars in thousands)
|
|
|
Nextel Mexico
|
|
$
|
346,051
|
|
|
|
56
|
%
|
|
$
|
(122,005
|
)
|
|
|
49
|
%
|
|
$
|
(97,009
|
)
|
|
|
46
|
%
|
|
$
|
127,037
|
|
Nextel Brazil
|
|
|
141,833
|
|
|
|
23
|
%
|
|
|
(64,244
|
)
|
|
|
26
|
%
|
|
|
(47,516
|
)
|
|
|
23
|
%
|
|
|
30,073
|
|
Nextel Argentina
|
|
|
89,787
|
|
|
|
15
|
%
|
|
|
(41,739
|
)
|
|
|
17
|
%
|
|
|
(22,861
|
)
|
|
|
11
|
%
|
|
|
25,187
|
|
Nextel Peru
|
|
|
37,592
|
|
|
|
6
|
%
|
|
|
(20,178
|
)
|
|
|
8
|
%
|
|
|
(11,521
|
)
|
|
|
6
|
%
|
|
|
5,893
|
|
Corporate and other
|
|
|
521
|
|
|
|
|
|
|
|
(395
|
)
|
|
|
|
|
|
|
(30,299
|
)
|
|
|
14
|
%
|
|
|
(30,173
|
)
|
Intercompany eliminations
|
|
|
(198
|
)
|
|
|
|
|
|
|
198
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total consolidated
|
|
$
|
615,586
|
|
|
|
100
|
%
|
|
$
|
(248,363
|
)
|
|
|
100
|
%
|
|
$
|
(209,206
|
)
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
|
|
|
|
|
|
|
|
% of
|
|
|
|
|
|
% of
|
|
|
Selling,
|
|
|
Selling,
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
|
|
|
|
Consolidated
|
|
|
General and
|
|
|
General and
|
|
|
Segment
|
|
Nine Months Ended
|
|
Operating
|
|
|
Operating
|
|
|
Cost of
|
|
|
Cost of
|
|
|
Administrative
|
|
|
Administrative
|
|
|
Earnings
|
|
September 30, 2005
|
|
Revenues
|
|
|
Revenues
|
|
|
Revenues
|
|
|
Revenues
|
|
|
Expenses
|
|
|
Expenses
|
|
|
(Losses)
|
|
|
|
(dollars in thousands)
|
|
|
Nextel Mexico
|
|
$
|
721,504
|
|
|
|
58
|
%
|
|
$
|
(246,388
|
)
|
|
|
48
|
%
|
|
$
|
(183,382
|
)
|
|
|
49
|
%
|
|
$
|
291,734
|
|
Nextel Brazil
|
|
|
230,806
|
|
|
|
19
|
%
|
|
|
(129,817
|
)
|
|
|
25
|
%
|
|
|
(73,014
|
)
|
|
|
19
|
%
|
|
|
27,975
|
|
Nextel Argentina
|
|
|
197,066
|
|
|
|
16
|
%
|
|
|
(94,464
|
)
|
|
|
19
|
%
|
|
|
(49,069
|
)
|
|
|
13
|
%
|
|
|
53,533
|
|
Nextel Peru
|
|
|
82,986
|
|
|
|
7
|
%
|
|
|
(39,099
|
)
|
|
|
8
|
%
|
|
|
(24,651
|
)
|
|
|
7
|
%
|
|
|
19,236
|
|
Corporate and other
|
|
|
1,328
|
|
|
|
|
|
|
|
(1,180
|
)
|
|
|
|
|
|
|
(45,660
|
)
|
|
|
12
|
%
|
|
|
(45,512
|
)
|
Intercompany eliminations
|
|
|
(462
|
)
|
|
|
|
|
|
|
462
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total consolidated
|
|
$
|
1,233,228
|
|
|
|
100
|
%
|
|
$
|
(510,466
|
)
|
|
|
100
|
%
|
|
$
|
(375,796
|
)
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
|
|
|
|
|
|
|
|
% of
|
|
|
|
|
|
% of
|
|
|
Selling,
|
|
|
Selling,
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
|
|
|
|
Consolidated
|
|
|
General and
|
|
|
General and
|
|
|
Segment
|
|
Three Months Ended
|
|
Operating
|
|
|
Operating
|
|
|
Cost of
|
|
|
Cost of
|
|
|
Administrative
|
|
|
Administrative
|
|
|
Earnings
|
|
September 30, 2005
|
|
Revenues
|
|
|
Revenues
|
|
|
Revenues
|
|
|
Revenues
|
|
|
Expenses
|
|
|
Expenses
|
|
|
(Losses)
|
|
|
|
(dollars in thousands)
|
|
|
Nextel Mexico
|
|
$
|
264,571
|
|
|
|
59
|
%
|
|
$
|
(92,094
|
)
|
|
|
50
|
%
|
|
$
|
(69,935
|
)
|
|
|
50
|
%
|
|
$
|
102,542
|
|
Nextel Brazil
|
|
|
86,477
|
|
|
|
19
|
%
|
|
|
(45,441
|
)
|
|
|
25
|
%
|
|
|
(26,763
|
)
|
|
|
19
|
%
|
|
|
14,273
|
|
Nextel Argentina
|
|
|
71,846
|
|
|
|
16
|
%
|
|
|
(34,348
|
)
|
|
|
18
|
%
|
|
|
(17,910
|
)
|
|
|
13
|
%
|
|
|
19,588
|
|
Nextel Peru
|
|
|
29,167
|
|
|
|
6
|
%
|
|
|
(13,432
|
)
|
|
|
7
|
%
|
|
|
(8,306
|
)
|
|
|
6
|
%
|
|
|
7,429
|
|
Corporate and other
|
|
|
471
|
|
|
|
|
|
|
|
(280
|
)
|
|
|
|
|
|
|
(15,873
|
)
|
|
|
12
|
%
|
|
|
(15,682
|
)
|
Intercompany eliminations
|
|
|
(167
|
)
|
|
|
|
|
|
|
167
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total consolidated
|
|
$
|
452,365
|
|
|
|
100
|
%
|
|
$
|
(185,428
|
)
|
|
|
100
|
%
|
|
$
|
(138,787
|
)
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38
A discussion of the results of operations for each of our
reportable segments is provided below.
b. Nextel
Mexico
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of
|
|
|
|
|
|
% of
|
|
|
|
|
|
|
|
|
|
|
|
|
Nextel
|
|
|
|
|
|
Nextel
|
|
|
|
|
|
|
|
|
|
|
|
|
Mexicos
|
|
|
|
|
|
Mexicos
|
|
|
Change from
|
|
|
|
September 30,
|
|
|
Operating
|
|
|
September 30,
|
|
|
Operating
|
|
|
Previous Year
|
|
|
|
2006
|
|
|
Revenues
|
|
|
2005
|
|
|
Revenues
|
|
|
Dollars
|
|
|
Percent
|
|
|
|
(dollars in thousands)
|
|
|
Nine Months Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues Service and
other revenues
|
|
$
|
946,500
|
|
|
|
98
|
%
|
|
$
|
703,032
|
|
|
|
97
|
%
|
|
$
|
243,468
|
|
|
|
35
|
%
|
Digital handset and accessory
revenues
|
|
|
17,468
|
|
|
|
2
|
%
|
|
|
18,472
|
|
|
|
3
|
%
|
|
|
(1,004
|
)
|
|
|
(5
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
963,968
|
|
|
|
100
|
%
|
|
|
721,504
|
|
|
|
100
|
%
|
|
|
242,464
|
|
|
|
34
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of service (exclusive of
depreciation and amortization included below)
|
|
|
(198,714
|
)
|
|
|
(21
|
)%
|
|
|
(153,519
|
)
|
|
|
(21
|
)%
|
|
|
(45,195
|
)
|
|
|
29
|
%
|
Cost of digital handsets and
accessories
|
|
|
(125,422
|
)
|
|
|
(13
|
)%
|
|
|
(92,869
|
)
|
|
|
(13
|
)%
|
|
|
(32,553
|
)
|
|
|
35
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(324,136
|
)
|
|
|
(34
|
)%
|
|
|
(246,388
|
)
|
|
|
(34
|
)%
|
|
|
(77,748
|
)
|
|
|
32
|
%
|
Selling and marketing expenses
|
|
|
(146,023
|
)
|
|
|
(15
|
)%
|
|
|
(104,262
|
)
|
|
|
(14
|
)%
|
|
|
(41,761
|
)
|
|
|
40
|
%
|
General and administrative expenses
|
|
|
(118,092
|
)
|
|
|
(12
|
)%
|
|
|
(79,120
|
)
|
|
|
(11
|
)%
|
|
|
(38,972
|
)
|
|
|
49
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment earnings
|
|
|
375,717
|
|
|
|
39
|
%
|
|
|
291,734
|
|
|
|
41
|
%
|
|
|
83,983
|
|
|
|
29
|
%
|
Depreciation and amortization
|
|
|
(72,352
|
)
|
|
|
(8
|
)%
|
|
|
(49,086
|
)
|
|
|
(7
|
)%
|
|
|
(23,266
|
)
|
|
|
47
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
303,365
|
|
|
|
31
|
%
|
|
|
242,648
|
|
|
|
34
|
%
|
|
|
60,717
|
|
|
|
25
|
%
|
Interest expense, net
|
|
|
(27,421
|
)
|
|
|
(3
|
)%
|
|
|
(19,780
|
)
|
|
|
(3
|
)%
|
|
|
(7,641
|
)
|
|
|
39
|
%
|
Interest income
|
|
|
24,697
|
|
|
|
3
|
%
|
|
|
14,565
|
|
|
|
2
|
%
|
|
|
10,132
|
|
|
|
70
|
%
|
Foreign currency transaction
(losses) gains, net
|
|
|
(823
|
)
|
|
|
|
|
|
|
2,121
|
|
|
|
|
|
|
|
(2,944
|
)
|
|
|
(139
|
)%
|
Other expense, net
|
|
|
(2,116
|
)
|
|
|
|
|
|
|
(2,387
|
)
|
|
|
|
|
|
|
271
|
|
|
|
(11
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income tax
|
|
$
|
297,702
|
|
|
|
31
|
%
|
|
$
|
237,167
|
|
|
|
33
|
%
|
|
$
|
60,535
|
|
|
|
26
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
39
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of
|
|
|
|
|
|
% of
|
|
|
|
|
|
|
|
|
|
|
|
|
Nextel
|
|
|
|
|
|
Nextel
|
|
|
|
|
|
|
|
|
|
|
|
|
Mexicos
|
|
|
|
|
|
Mexicos
|
|
|
Change from
|
|
|
|
September 30,
|
|
|
Operating
|
|
|
September 30,
|
|
|
Operating
|
|
|
Previous Year
|
|
|
|
2006
|
|
|
Revenues
|
|
|
2005
|
|
|
Revenues
|
|
|
Dollars
|
|
|
Percent
|
|
|
|
(dollars in thousands)
|
|
|
Three Months Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service and other revenues
|
|
$
|
341,203
|
|
|
|
99
|
%
|
|
$
|
257,138
|
|
|
|
97
|
%
|
|
$
|
84,065
|
|
|
|
33
|
%
|
Digital handset and accessory
revenues
|
|
|
4,848
|
|
|
|
1
|
%
|
|
|
7,433
|
|
|
|
3
|
%
|
|
|
(2,585
|
)
|
|
|
(35
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
346,051
|
|
|
|
100
|
%
|
|
|
264,571
|
|
|
|
100
|
%
|
|
|
81,480
|
|
|
|
31
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of service (exclusive of
depreciation and amortization included below)
|
|
|
(71,546
|
)
|
|
|
(21
|
)%
|
|
|
(55,395
|
)
|
|
|
(21
|
)%
|
|
|
(16,151
|
)
|
|
|
29
|
%
|
Cost of digital handsets and
accessories
|
|
|
(50,459
|
)
|
|
|
(14
|
)%
|
|
|
(36,699
|
)
|
|
|
(14
|
)%
|
|
|
(13,760
|
)
|
|
|
37
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(122,005
|
)
|
|
|
(35
|
)%
|
|
|
(92,094
|
)
|
|
|
(35
|
)%
|
|
|
(29,911
|
)
|
|
|
32
|
%
|
Selling and marketing expenses
|
|
|
(55,143
|
)
|
|
|
(16
|
)%
|
|
|
(41,230
|
)
|
|
|
(15
|
)%
|
|
|
(13,913
|
)
|
|
|
34
|
%
|
General and administrative expenses
|
|
|
(41,866
|
)
|
|
|
(12
|
)%
|
|
|
(28,705
|
)
|
|
|
(11
|
)%
|
|
|
(13,161
|
)
|
|
|
46
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment earnings
|
|
|
127,037
|
|
|
|
37
|
%
|
|
|
102,542
|
|
|
|
39
|
%
|
|
|
24,495
|
|
|
|
24
|
%
|
Depreciation and amortization
|
|
|
(27,533
|
)
|
|
|
(8
|
)%
|
|
|
(17,978
|
)
|
|
|
(7
|
)%
|
|
|
(9,555
|
)
|
|
|
53
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
99,504
|
|
|
|
29
|
%
|
|
|
84,564
|
|
|
|
32
|
%
|
|
|
14,940
|
|
|
|
18
|
%
|
Interest expense, net
|
|
|
(10,542
|
)
|
|
|
(3
|
)%
|
|
|
(9,946
|
)
|
|
|
(4
|
)%
|
|
|
(596
|
)
|
|
|
6
|
%
|
Interest income
|
|
|
8,702
|
|
|
|
2
|
%
|
|
|
7,364
|
|
|
|
3
|
%
|
|
|
1,338
|
|
|
|
18
|
%
|
Foreign currency transaction
gains, net
|
|
|
2,719
|
|
|
|
1
|
%
|
|
|
578
|
|
|
|
|
|
|
|
2,141
|
|
|
|
370
|
%
|
Other income (expense), net
|
|
|
178
|
|
|
|
|
|
|
|
(1,767
|
)
|
|
|
|
|
|
|
1,945
|
|
|
|
(110
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income tax
|
|
$
|
100,561
|
|
|
|
29
|
%
|
|
$
|
80,793
|
|
|
|
31
|
%
|
|
$
|
19,768
|
|
|
|
24
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In accordance with accounting principles generally accepted in
the United States, we translated Nextel Mexicos results of
operations using the average exchange rates for the nine and
three months ended September 30, 2006 and 2005. The average
exchange rate of the Mexican peso for the nine months ended
September 30, 2006 appreciated against the U.S. dollar
by 1% from the nine months ended September 30, 2005. The
average exchange rate of the Mexican peso for the three months
ended September 30, 2006 depreciated against the
U.S. dollar by 2% from the three months ended
September 30, 2005. As a result, compared to 2005, the
components of Nextel Mexicos results of operations for the
nine months ended September 30, 2006 after translation into
U.S. dollars reflect slightly higher increases than would
have occurred if it were not for the impact of the appreciation
of the peso. Conversely, compared to 2005, the components of
Nextel Mexicos results of operations for the three months
ended September 30, 2006 after translation into
U.S. dollars reflect slightly lower increases than would
have occurred if it were not for the impact of the depreciation
of the peso.
The $243.5 million, or 35%, and $84.1 million, or 33%,
increases in service and other revenues from the nine and three
months ended September 30, 2005 to the same periods in 2006
are primarily due to the following:
|
|
|
|
|
37% and 39% increases in the average number of digital handsets
in service from the nine and three months ended
September 30, 2005 to the same periods in 2006 resulting
from growth in Nextel Mexicos existing
|
40
|
|
|
|
|
markets, as well as the expansion of service coverage into new
markets during 2005 and the first nine months of 2006; and
|
|
|
|
|
|
$9.0 million, or 36%, and $3.1 million, or 34%,
increases in revenues generated from Nextel Mexicos
handset maintenance program from the nine and three months ended
September 30, 2005 to the same periods in 2006 due to
growth in the number of Nextel Mexicos customers that are
utilizing this program.
|
The $1.0 million, or 5%, and $2.6 million, or 35%,
decreases in digital handset and accessory revenues from the
nine and three months ended September 30, 2005 to the same
periods in 2006 are the result of recent promotions to new and
existing customers that lowered the average revenue earned per
handset sale. These decreases were partially offset by 49% and
43% increases in handset sales to new customers.
The $45.2 million, or 29%, and $16.2 million, or 29%,
increases in cost of service from the nine and three months
ended September 30, 2005 to the same periods in 2006 are
principally due to the following:
|
|
|
|
|
$20.5 million, or 29%, and $7.2 million, or 27%,
increases in interconnect costs generally resulting from 54% and
52% increases in interconnect minutes of use, partially offset
by lower per minute charges achieved through volume discounts
negotiated with various carriers;
|
|
|
|
$13.2 million, or 22%, and $5.7 million, or 28%,
increases in direct switch and transmitter and receiver site
costs, including spectrum license fees, resulting from a 39%
increase in the number of transmitter and receiver sites in
service from September 30, 2005 to September 30, 2006,
partially offset by decreases in operating cost per cell
site; and
|
|
|
|
$8.4 million, or 43%, and $2.0 million, or 26%,
increases in service and repair costs largely due to increased
activity under Nextel Mexicos handset maintenance program.
|
The $32.6 million, or 35%, and $13.8 million, or 37%,
increases in cost of digital handsets and accessories from the
nine and three months ended September 30, 2005 to the same
periods in 2006 are primarily due to 49% and 43% increases in
handset sales to new customers, respectively, as well as
increases in handset upgrades provided to existing customers.
|
|
3.
|
Selling and
marketing expenses
|
The $41.8 million, or 40%, and $13.9 million, or 34%,
increases in selling and marketing expenses from the nine and
three months ended September 30, 2005 to the same periods
in 2006 are primarily a result of the following:
|
|
|
|
|
$21.8 million, or 47%, and $5.3 million, or 26%,
increases in indirect commissions primarily due to 38% and 27%
increases in handset sales by Nextel Mexicos external
sales channels, as well as an increase in indirect commissions
per handset sale;
|
|
|
|
$10.0 million, or 33%, and $4.1 million, or 38%,
increases in direct commissions and payroll expenses principally
due to 72% and 87% increases in handset sales by Nextel
Mexicos sales personnel, partially offset by decreases in
direct commissions per handset sale; and
|
|
|
|
$9.1 million, or 39%, and $4.1 million, or 48%,
increases in advertising costs largely due to the launch of new
markets in connection with Nextel Mexicos expansion plan,
the launch of new rate plans and objectives to reinforce market
awareness of the Nextel brandname.
|
41
|
|
4.
|
General and
administrative expenses
|
The $39.0 million, or 49%, and $13.2 million, or 46%,
increases in general and administrative expenses from the nine
and three months ended September 30, 2005 to the same
periods in 2006 are largely a result of the following:
|
|
|
|
|
$14.5 million, or 38%, and $4.6 million, or 33%,
increases in general corporate costs resulting from increases in
payroll and related expenses caused by more general and
administrative personnel, higher business insurance expenses and
increased facilities costs due to expansion into new markets;
|
|
|
|
$13.5 million, or 52%, and $5.2 million, or 55%,
increases in customer care expenses primarily due to increases
in payroll and employee related expenses caused by an increase
in customer care personnel necessary to support a larger
customer base;
|
|
|
|
$7.1 million and $2.2 million, increases in bad debt
expense, which increased as a percentage of revenues from 0.58%
and 0.53% in 2005 to 1.18% and 1.03% in 2006; and
|
|
|
|
$3.0 million, or 31%, and $0.8 million, or 23%,
increases in information technology expenses, primarily related
to Nextel Mexicos growing subscriber base.
|
|
|
5.
|
Depreciation
and amortization
|
The $23.3 million, or 47%, and $9.6 million, or 53%,
increases in depreciation and amortization from the nine and
three months ended September 30, 2005 to the same periods
in 2006 are primarily due to increased depreciation on Nextel
Mexicos significantly higher property, plant and equipment
base primarily as a result of the build-out of Nextel
Mexicos digital mobile network in connection with its
expansion plan.
The $7.6 million, or 39%, increase in net interest expense
from the nine months ended September 30, 2005 to the same
period in 2006 is largely a result of the draw-down of Nextel
Mexicos syndicated loan facility in May 2005, which
resulted in four months of interest expense for the nine months
ended September 30, 2005 compared to nine months of
interest expense for the nine months ended September 30,
2006. This increase is also attributable to an increase in
interest incurred on Nextel Mexicos tower financing
transactions and capital lease obligations.
The $10.1 million, or 70%, and $1.3 million, or 18%,
increases in interest income from the nine and three months
ended September 30, 2005 to the same periods in 2006 are
largely the result of increases in Nextel Mexicos average
cash balances resulting primarily from the draw-down of Nextel
Mexicos syndicated loan facility in May 2005, as well as
cash generated from operations.
|
|
8.
|
Foreign
currency transaction losses, net
|
Foreign currency transaction gains of $2.7 million for the
three months ended September 30, 2006 and $2.1 million
for the nine months ended September 30, 2005 are primarily
due to the impact of an increase in the value of the Mexican
peso on Nextel Mexicos U.S. dollar-denominated
liabilities.
|
|
9.
|
Other income
(expense), net
|
The change from $1.8 million in other expense, net, for the
three months ended September 30, 2005 to $0.2 million
in other income, net, for the three months ended
September 30, 2006 is a result of decreased losses related
to Nextel Mexicos hedge of capital expenditures and
handset purchases that we reclassified from accumulated other
comprehensive loss.
42
c. Nextel
Brazil
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of
|
|
|
|
|
|
% of
|
|
|
|
|
|
|
|
|
|
|
|
|
Nextel
|
|
|
|
|
|
Nextel
|
|
|
|
|
|
|
|
|
|
|
|
|
Brazils
|
|
|
|
|
|
Brazils
|
|
|
Change from
|
|
|
|
September 30,
|
|
|
Operating
|
|
|
September 30,
|
|
|
Operating
|
|
|
Previous Year
|
|
|
|
2006
|
|
|
Revenues
|
|
|
2005
|
|
|
Revenues
|
|
|
Dollars
|
|
|
Percent
|
|
|
|
(dollars in thousands)
|
|
|
Nine Months Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service and other revenues
|
|
$
|
354,863
|
|
|
|
93
|
%
|
|
$
|
211,721
|
|
|
|
92
|
%
|
|
$
|
143,142
|
|
|
|
68
|
%
|
Digital handset and accessory
revenues
|
|
|
28,707
|
|
|
|
7
|
%
|
|
|
19,085
|
|
|
|
8
|
%
|
|
|
9,622
|
|
|
|
50
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
383,570
|
|
|
|
100
|
%
|
|
|
230,806
|
|
|
|
100
|
%
|
|
|
152,764
|
|
|
|
66
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of service (exclusive of
depreciation and amortization included below)
|
|
|
(122,911
|
)
|
|
|
(32
|
)%
|
|
|
(87,883
|
)
|
|
|
(38
|
)%
|
|
|
(35,028
|
)
|
|
|
40
|
%
|
Cost of digital handsets and
accessories
|
|
|
(53,066
|
)
|
|
|
(14
|
)%
|
|
|
(41,934
|
)
|
|
|
(18
|
)%
|
|
|
(11,132
|
)
|
|
|
27
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(175,977
|
)
|
|
|
(46
|
)%
|
|
|
(129,817
|
)
|
|
|
(56
|
)%
|
|
|
(46,160
|
)
|
|
|
36
|
%
|
Selling and marketing expenses
|
|
|
(50,328
|
)
|
|
|
(13
|
)%
|
|
|
(30,763
|
)
|
|
|
(13
|
)%
|
|
|
(19,565
|
)
|
|
|
64
|
%
|
General and administrative expenses
|
|
|
(81,137
|
)
|
|
|
(21
|
)%
|
|
|
(42,251
|
)
|
|
|
(19
|
)%
|
|
|
(38,886
|
)
|
|
|
92
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment earnings
|
|
|
76,128
|
|
|
|
20
|
%
|
|
|
27,975
|
|
|
|
12
|
%
|
|
|
48,153
|
|
|
|
172
|
%
|
Depreciation and amortization
|
|
|
(40,671
|
)
|
|
|
(11
|
)%
|
|
|
(21,133
|
)
|
|
|
(9
|
)%
|
|
|
(19,538
|
)
|
|
|
92
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
35,457
|
|
|
|
9
|
%
|
|
|
6,842
|
|
|
|
3
|
%
|
|
|
28,615
|
|
|
|
NM
|
|
Interest expense, net
|
|
|
(17,857
|
)
|
|
|
(5
|
)%
|
|
|
(12,388
|
)
|
|
|
(5
|
)%
|
|
|
(5,469
|
)
|
|
|
44
|
%
|
Interest income
|
|
|
2,480
|
|
|
|
1
|
%
|
|
|
1,389
|
|
|
|
|
|
|
|
1,091
|
|
|
|
79
|
%
|
Foreign currency transaction
(losses) gains, net
|
|
|
(338
|
)
|
|
|
|
|
|
|
93
|
|
|
|
|
|
|
|
(431
|
)
|
|
|
NM
|
|
Other expense, net
|
|
|
(4,567
|
)
|
|
|
(1
|
)%
|
|
|
(4,500
|
)
|
|
|
(2
|
)%
|
|
|
(67
|
)
|
|
|
1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income tax
|
|
$
|
15,175
|
|
|
|
4
|
%
|
|
$
|
(8,564
|
)
|
|
|
(4
|
)%
|
|
$
|
23,739
|
|
|
|
(277
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
43
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of
|
|
|
|
|
|
% of
|
|
|
|
|
|
|
|
|
|
|
|
|
Nextel
|
|
|
|
|
|
Nextel
|
|
|
|
|
|
|
|
|
|
|
|
|
Brazils
|
|
|
|
|
|
Brazils
|
|
|
Change from
|
|
|
|
September 30,
|
|
|
Operating
|
|
|
September 30,
|
|
|
Operating
|
|
|
Previous Year
|
|
|
|
2006
|
|
|
Revenues
|
|
|
2005
|
|
|
Revenues
|
|
|
Dollars
|
|
|
Percent
|
|
|
|
(dollars in thousands)
|
|
|
Three Months Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service and other revenues
|
|
$
|
130,526
|
|
|
|
92
|
%
|
|
$
|
78,802
|
|
|
|
91
|
%
|
|
$
|
51,724
|
|
|
|
66
|
%
|
Digital handset and accessory
revenues
|
|
|
11,307
|
|
|
|
8
|
%
|
|
|
7,675
|
|
|
|
9
|
%
|
|
|
3,632
|
|
|
|
47
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
141,833
|
|
|
|
100
|
%
|
|
|
86,477
|
|
|
|
100
|
%
|
|
|
55,356
|
|
|
|
64
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of service (exclusive of
depreciation and amortization included below)
|
|
|
(45,126
|
)
|
|
|
(32
|
)%
|
|
|
(29,739
|
)
|
|
|
(34
|
)%
|
|
|
(15,387
|
)
|
|
|
52
|
%
|
Cost of digital handsets and
accessories
|
|
|
(19,118
|
)
|
|
|
(13
|
)%
|
|
|
(15,702
|
)
|
|
|
(18
|
)%
|
|
|
(3,416
|
)
|
|
|
22
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(64,244
|
)
|
|
|
(45
|
)%
|
|
|
(45,441
|
)
|
|
|
(52
|
)%
|
|
|
(18,803
|
)
|
|
|
41
|
%
|
Selling and marketing expenses
|
|
|
(18,971
|
)
|
|
|
(14
|
)%
|
|
|
(12,921
|
)
|
|
|
(15
|
)%
|
|
|
(6,050
|
)
|
|
|
47
|
%
|
General and administrative expenses
|
|
|
(28,545
|
)
|
|
|
(20
|
)%
|
|
|
(13,842
|
)
|
|
|
(16
|
)%
|
|
|
(14,703
|
)
|
|
|
106
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment earnings
|
|
|
30,073
|
|
|
|
21
|
%
|
|
|
14,273
|
|
|
|
17
|
%
|
|
|
15,800
|
|
|
|
111
|
%
|
Depreciation and amortization
|
|
|
(15,144
|
)
|
|
|
(11
|
)%
|
|
|
(8,674
|
)
|
|
|
(10
|
)%
|
|
|
(6,470
|
)
|
|
|
75
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
14,929
|
|
|
|
10
|
%
|
|
|
5,599
|
|
|
|
7
|
%
|
|
|
9,330
|
|
|
|
167
|
%
|
Interest expense, net
|
|
|
(6,248
|
)
|
|
|
(4
|
)%
|
|
|
(5,266
|
)
|
|
|
(6
|
)%
|
|
|
(982
|
)
|
|
|
19
|
%
|
Interest income
|
|
|
895
|
|
|
|
|
|
|
|
498
|
|
|
|
|
|
|
|
397
|
|
|
|
80
|
%
|
Foreign currency transaction
losses, net
|
|
|
(66
|
)
|
|
|
|
|
|
|
(171
|
)
|
|
|
|
|
|
|
105
|
|
|
|
(61
|
)%
|
Other expense, net
|
|
|
(1,831
|
)
|
|
|
(1
|
)%
|
|
|
(1,763
|
)
|
|
|
(2
|
)%
|
|
|
(68
|
)
|
|
|
4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income tax
|
|
$
|
7,679
|
|
|
|
5
|
%
|
|
$
|
(1,103
|
)
|
|
|
(1
|
)%
|
|
$
|
8,782
|
|
|
|
NM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NM-Not Meaningful
In accordance with accounting principles generally accepted in
the United States of America, we translated Nextel Brazils
results of operations using the average exchange rate for the
nine and three months ended September 30, 2006. The average
exchange rates of the Brazilian real for the nine and three
months ended September 30, 2006 appreciated against the
U.S. dollar by 14% and 8%, respectively, from the nine and
three months ended September 30, 2005. As a result, the
components of Nextel Brazils results of operations for the
nine and three months ended September 30, 2006 after
translation into U.S. dollars reflect higher increases than
would have occurred if it were not for the impact of the
appreciation in the average value of the real.
The $143.1 million, or 68%, and $51.7 million, or 66%,
increases in service and other revenues from the nine and three
months ended September 30, 2005 to the same periods in 2006
are primarily a result of the following:
|
|
|
|
|
39% and 42% increases in the average number of digital handsets
in service resulting from growth in Nextel Brazils
existing markets, as well as expansion into new markets;
|
|
|
|
the 14% and 8% appreciation, respectively, of the Brazilian real
against the U.S. dollar; and
|
44
|
|
|
|
|
$11.3 million, or 91%, and $4.3 million, or 87%,
increases in revenues generated from Nextel Brazils
handset maintenance program due to growth in the number of
customers that are utilizing this program.
|
The increases in service and other revenues are also due to
$20.8 million and $7.6 million in revenue-based taxes
in Brazil that we started reporting on a gross basis as both
service and other revenues and general and administrative
expenses in the fourth quarter of 2005.
The $9.6 million, or 50%, and $3.6 million, or 47%,
increases in digital handset and accessory revenues from the
nine and three months ended September 30, 2005 to the same
periods in 2006 are largely the result of 45% and 35% increases
in handset sales to new customers.
The $35.0 million, or 40%, and $15.4 million, or 52%,
increases in cost of service from the nine and three months
ended September 30, 2005 to the same periods in 2006 are
primarily due to the following:
|
|
|
|
|
$16.1 million, or 38%, and $8.8 million, or 66%,
increases in interconnect costs resulting from 49% and 50%
increases in interconnect minutes of use;
|
|
|
|
$12.5 million, or 38%, and $3.8 million, or 32%,
increases in direct switch and transmitter and receiver site
costs, including spectrum license fees, resulting from a 25%
increase in the number of transmitter and receiver sites in
service from September 30, 2005 to September 30,
2006; and
|
|
|
|
$3.9 million, or 44%, and $1.8 million, or 66%,
increases in service and repair costs largely due to increased
activity under Nextel Brazils handset maintenance program.
|
The increase in interconnect costs for the nine months was
reduced due to new interconnect regulations that became
effective in May 2005. The increases in cost of service for both
periods were also attributable to the 14% and 8% appreciation of
the Brazilian real against the U.S. dollar.
The $11.1 million, or 27%, and $3.4 million, or 22%,
increases in cost of digital handset and accessory sales from
the nine and three months ended September 30, 2005 to the
same periods in 2006 are primarily due to 45% and 35% increases
in handset sales and a change in the mix of handsets sold, which
included a higher proportion of expensive models during the nine
and three months ended September 30, 2005 compared to the
same periods in 2006.
|
|
3.
|
Selling and
marketing expenses
|
The $19.6 million, or 64%, and $6.1 million, or 47%,
increases in selling and marketing expenses from the nine and
three months ended September 30, 2005 to the same periods
in 2006 are principally due to the following:
|
|
|
|
|
$9.8 million, or 68%, and $2.4 million, or 38%,
increases in payroll and direct commissions largely as a result
of 45% and 36% increases in handset sales by Nextel
Brazils sales force;
|
|
|
|
$5.7 million, or 79%, and $1.7 million, or 55%,
increases in indirect commissions resulting from 46% and 33%
increases in handset sales through Nextel Brazils external
sales channels, as well as increases in indirect commissions
earned per handset sale resulting from premiums paid on sales
exceeding pre-established thresholds; and
|
|
|
|
$4.9 million, or 80%, and $2.2 million, or 90%,
increases in advertising expenses due to the implementation of
more advertising campaigns during the first nine months of 2006
primarily as a result of increased initiatives related to
overall subscriber growth and the launch of new markets in
connection with Nextel Brazils expansion plan.
|
All of these increases also resulted from the 14% and 8%
appreciation for the nine and three months ended
September 30, 2006 and 2005, respectively, of the Brazilian
real against the U.S. dollar.
45
|
|
4.
|
General and
administrative expenses
|
The $38.9 million, or 92%, and $14.7 million, or 106%,
increases in general and administrative expenses from the nine
and three months ended September 30, 2005 to the same
periods in 2006 are primarily a result of the following:
|
|
|
|
|
$20.8 million and $7.6 million in revenue-based taxes
in Brazil that we started reporting on a gross basis as both
service and other revenues and general and administrative
expenses in the fourth quarter of 2005;
|
|
|
|
$8.5 million, or 55%, and $2.5 million, or 41%,
increases in customer care expenses resulting from increases in
payroll and related expenses due to more customer care personnel
necessary to support a larger customer base, as well as an
increase in the number of retail stores;
|
|
|
|
$5.3 million, or 33%, and $2.0 million, or 37%,
increases in general corporate costs; and
|
|
|
|
$2.6 million, or 63%, and $1.3 million, or 106%,
increases in information technology expenses related to the
expansion of Nextel Brazils network, its growing
subscriber base and the implementation of new systems in Brazil.
|
All of these increases also resulted from the 14% and 8%
appreciation, respectively, of the Brazilian real against the
U.S. dollar.
|
|
5.
|
Depreciation
and amortization
|
The $19.5 million, or 92%, and $6.5 million, or 75%,
increases in depreciation and amortization from the nine and
three months ended September 30, 2005 to the same periods
in 2006 are primarily due to increased depreciation on Nextel
Brazils significantly higher property, plant and equipment
base primarily as a result of the build-out of Nextel
Brazils digital mobile network, as well as the 14% and 8%
appreciation, respectively, of the Brazilian real against the
U.S. dollar.
The $5.5 million, or 44%, and $1.0 million, or 19%,
increases in net interest expense from the nine and three months
ended September 30, 2005 to the same periods in 2006 are
primarily the result of increased interest incurred on Nextel
Brazils tower financing and capital lease obligations, as
well as the 14% and 8% appreciation, respectively, of the
Brazilian real against the U.S. dollar.
46
d. Nextel
Argentina
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of
|
|
|
|
|
|
% of
|
|
|
|
|
|
|
|
|
|
|
|
|
Nextel
|
|
|
|
|
|
Nextel
|
|
|
|
|
|
|
|
|
|
|
|
|
Argentinas
|
|
|
|
|
|
Argentinas
|
|
|
Change from
|
|
|
|
September 30,
|
|
|
Operating
|
|
|
September 30,
|
|
|
Operating
|
|
|
Previous Year
|
|
|
|
2006
|
|
|
Revenues
|
|
|
2005
|
|
|
Revenues
|
|
|
Dollars
|
|
|
Percent
|
|
|
|
(dollars in thousands)
|
|
|
Nine Months Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service and other revenues
|
|
$
|
229,629
|
|
|
|
93
|
%
|
|
$
|
181,196
|
|
|
|
92
|
%
|
|
$
|
48,433
|
|
|
|
27
|
%
|
Digital handset and accessory
revenues
|
|
|
17,743
|
|
|
|
7
|
%
|
|
|
15,870
|
|
|
|
8
|
%
|
|
|
1,873
|
|
|
|
12
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
247,372
|
|
|
|
100
|
%
|
|
|
197,066
|
|
|
|
100
|
%
|
|
|
50,306
|
|
|
|
26
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of service (exclusive of
depreciation and amortization included below)
|
|
|
(80,150
|
)
|
|
|
(33
|
)%
|
|
|
(64,305
|
)
|
|
|
(33
|
)%
|
|
|
(15,845
|
)
|
|
|
25
|
%
|
Cost of digital handsets and
accessories
|
|
|
(32,454
|
)
|
|
|
(13
|
)%
|
|
|
(30,159
|
)
|
|
|
(15
|
)%
|
|
|
(2,295
|
)
|
|
|
8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(112,604
|
)
|
|
|
(46
|
)%
|
|
|
(94,464
|
)
|
|
|
(48
|
)%
|
|
|
(18,140
|
)
|
|
|
19
|
%
|
Selling and marketing expenses
|
|
|
(19,988
|
)
|
|
|
(8
|
)%
|
|
|
(15,239
|
)
|
|
|
(8
|
)%
|
|
|
(4,749
|
)
|
|
|
31
|
%
|
General and administrative expenses
|
|
|
(42,829
|
)
|
|
|
(17
|
)%
|
|
|
(33,830
|
)
|
|
|
(17
|
)%
|
|
|
(8,999
|
)
|
|
|
27
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment earnings
|
|
|
71,951
|
|
|
|
29
|
%
|
|
|
53,533
|
|
|
|
27
|
%
|
|
|
18,418
|
|
|
|
34
|
%
|
Depreciation and amortization
|
|
|
(13,203
|
)
|
|
|
(5
|
)%
|
|
|
(12,258
|
)
|
|
|
(6
|
)%
|
|
|
(945
|
)
|
|
|
8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
58,748
|
|
|
|
24
|
%
|
|
|
41,275
|
|
|
|
21
|
%
|
|
|
17,473
|
|
|
|
42
|
%
|
Interest expense, net
|
|
|
(2,118
|
)
|
|
|
(1
|
)%
|
|
|
(1,976
|
)
|
|
|
(1
|
)%
|
|
|
(142
|
)
|
|
|
7
|
%
|
Interest income
|
|
|
1,765
|
|
|
|
1
|
%
|
|
|
424
|
|
|
|
|
|
|
|
1,341
|
|
|
|
316
|
%
|
Foreign currency transaction
gains, net
|
|
|
394
|
|
|
|
|
|
|
|
197
|
|
|
|
|
|
|
|
197
|
|
|
|
100
|
%
|
Other income (expense), net
|
|
|
319
|
|
|
|
|
|
|
|
(33
|
)
|
|
|
|
|
|
|
352
|
|
|
|
NM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income tax
|
|
$
|
59,108
|
|
|
|
24
|
%
|
|
$
|
39,887
|
|
|
|
20
|
%
|
|
$
|
19,221
|
|
|
|
48
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
47
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of
|
|
|
|
|
|
% of
|
|
|
|
|
|
|
|
|
|
|
|
|
Nextel
|
|
|
|
|
|
Nextel
|
|
|
|
|
|
|
|
|
|
|
|
|
Argentinas
|
|
|
|
|
|
Argentinas
|
|
|
Change from
|
|
|
|
September 30,
|
|
|
Operating
|
|
|
September 30,
|
|
|
Operating
|
|
|
Previous Year
|
|
|
|
2006
|
|
|
Revenues
|
|
|
2005
|
|
|
Revenues
|
|
|
Dollars
|
|
|
Percent
|
|
|
|
(dollars in thousands)
|
|
|
Three Months Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service and other revenues
|
|
$
|
82,685
|
|
|
|
92
|
%
|
|
$
|
66,446
|
|
|
|
92
|
%
|
|
$
|
16,239
|
|
|
|
24
|
%
|
Digital handset and accessory
revenues
|
|
|
7,102
|
|
|
|
8
|
%
|
|
|
5,400
|
|
|
|
8
|
%
|
|
|
1,702
|
|
|
|
32
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
89,787
|
|
|
|
100
|
%
|
|
|
71,846
|
|
|
|
100
|
%
|
|
|
17,941
|
|
|
|
25
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of service (exclusive of
depreciation and amortization included below)
|
|
|
(28,520
|
)
|
|
|
(32
|
)%
|
|
|
(23,605
|
)
|
|
|
(33
|
)%
|
|
|
(4,915
|
)
|
|
|
21
|
%
|
Cost of digital handsets and
accessories
|
|
|
(13,219
|
)
|
|
|
(15
|
)%
|
|
|
(10,743
|
)
|
|
|
(15
|
)%
|
|
|
(2,476
|
)
|
|
|
23
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(41,739
|
)
|
|
|
(47
|
)%
|
|
|
(34,348
|
)
|
|
|
(48
|
)%
|
|
|
(7,391
|
)
|
|
|
22
|
%
|
Selling and marketing expenses
|
|
|
(7,173
|
)
|
|
|
(8
|
)%
|
|
|
(5,503
|
)
|
|
|
(8
|
)%
|
|
|
(1,670
|
)
|
|
|
30
|
%
|
General and administrative expenses
|
|
|
(15,688
|
)
|
|
|
(17
|
)%
|
|
|
(12,407
|
)
|
|
|
(17
|
)%
|
|
|
(3,281
|
)
|
|
|
26
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment earnings
|
|
|
25,187
|
|
|
|
28
|
%
|
|
|
19,588
|
|
|
|
27
|
%
|
|
|
5,599
|
|
|
|
29
|
%
|
Depreciation and amortization
|
|
|
(5,708
|
)
|
|
|
(6
|
)%
|
|
|
(4,526
|
)
|
|
|
(6
|
)%
|
|
|
(1,182
|
)
|
|
|
26
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
19,479
|
|
|
|
22
|
%
|
|
|
15,062
|
|
|
|
21
|
%
|
|
|
4,417
|
|
|
|
29
|
%
|
Interest expense, net
|
|
|
(669
|
)
|
|
|
(1
|
)%
|
|
|
(774
|
)
|
|
|
(1
|
)%
|
|
|
105
|
|
|
|
(14
|
)%
|
Interest income
|
|
|
651
|
|
|
|
1
|
%
|
|
|
203
|
|
|
|
|
|
|
|
448
|
|
|
|
221
|
%
|
Foreign currency transaction
losses, net
|
|
|
(11
|
)
|
|
|
|
|
|
|
(20
|
)
|
|
|
|
|
|
|
9
|
|
|
|
(45
|
)%
|
Other income (expense), net
|
|
|
90
|
|
|
|
|
|
|
|
(27
|
)
|
|
|
|
|
|
|
117
|
|
|
|
NM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income tax
|
|
$
|
19,540
|
|
|
|
22
|
%
|
|
$
|
14,444
|
|
|
|
20
|
%
|
|
$
|
5,096
|
|
|
|
35
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NM-Not Meaningful
In accordance with accounting principles generally accepted in
the United States, we translated Nextel Argentinas results
of operations using the average exchange rates for the nine and
three months ended September 30, 2006 and 2005. The average
exchange rates of the Argentine peso for the nine and three
months ended September 30, 2006 depreciated against the
U.S. dollar by 6% from the same periods in 2005. As a
result, the components of Nextel Argentinas results of
operations for the nine and three months ended
September 30, 2006 after translation into U.S. dollars
reflect lower increases than would have occurred if it were not
for the impact of the depreciation in the average value of the
peso.
48
The $48.4 million, or 27%, and $16.2 million, or 24%,
increases in service and other revenues from the nine and three
months ended September 30, 2005 to the same periods in 2006
are primarily a result of the following:
|
|
|
|
|
32% and 31% increases in the average number of digital handsets
in service, resulting primarily from growth in Nextel
Argentinas existing markets; and
|
|
|
|
$6.3 million, or 38%, and $1.9 million, or 30%,
increases in revenues generated from Nextel Argentinas
handset maintenance program due to growth in the number of
Nextel Argentinas customers that are utilizing this
program.
|
The $1.9 million, or 12%, and $1.7 million, or 32%,
increases in digital handset and accessory revenues from the
nine and three months ended September 30, 2005 to the same
periods in 2006 are primarily the result of 28% and 29%
increases in handset sales, as well as increases in handset
upgrades provided to existing customers.
The $15.8 million, or 25%, and $4.9 million, or 21%,
increases in cost of service from the nine and three months
ended September 30, 2005 to the same periods in 2006 are
principally a result of the following:
|
|
|
|
|
$9.5 million, or 27%, and $3.3 million, or 25%,
increases in interconnect costs largely as a result of 21% and
19% increases in interconnect minutes of use;
|
|
|
|
$3.5 million, or 27%, and $1.0 million, or 22%,
increases in service and repair costs largely due to increased
activity under Nextel Argentinas handset maintenance
program; and
|
|
|
|
$2.6 million, or 17%, and $0.4 million, or 7%,
increases in direct switch and transmitter and receiver site
costs, including spectrum license fees, due to a 12% increase in
the number of transmitter and receiver sites in service from
September 30, 2005 to September 30, 2006, as well as
an increase in new claims from municipalities.
|
The $2.3 million, or 8%, and $2.5 million, or 23%,
increases in cost of digital handsets and accessories are
primarily the result of 28% and 29% increases in handset sales,
increases in handset upgrades provided to existing customers and
a change in the mix of handsets sold, which included a higher
proportion of expensive models during the nine and three months
ended September 30, 2005 compared to the same periods in
2006.
|
|
3.
|
Selling and
marketing expenses
|
The $4.7 million, or 31%, and $1.7 million, or 30%,
increases in selling and marketing expenses from the nine and
three months ended September 30, 2005 to the same periods
in 2006 are largely a result of the following:
|
|
|
|
|
$2.5 million, or 41%, and $0.8 million, or 36%,
increases in indirect commissions primarily due to 36% and 40%
increases in handset sales obtained through Nextel
Argentinas external sales channels; and
|
|
|
|
$1.4 million, or 23%, and $0.7 million, or 33%,
increases in other sales costs largely due to increases in
direct commissions resulting from 18% and 16% increases in
handset sales obtained through direct channels.
|
|
|
4.
|
General and
administrative expenses
|
The $9.0 million, or 27%, and $3.3 million, or 26%,
increases in general and administrative expenses from the nine
and three months ended September 30, 2005 to the same
periods in 2006 are largely a result of the following:
|
|
|
|
|
$5.3 million, or 24%, and $1.6 million, or 20%,
increases in general corporate costs resulting from certain
revenue-based taxes, increases in payroll and related expenses
caused by increases in general and administrative personnel and
increases in legal fees mainly related to the ongoing turnover
tax dispute;
|
49
|
|
|
|
|
$2.4 million, or 36%, and $0.9 million, or 36%,
increases in customer care expenses, mainly payroll and related
expenses resulting from additional customer care personnel
needed to support a growing customer base; and
|
|
|
|
$1.1 million, or 27%, and $0.3 million, or 23%,
increases in information technology expenses related to Nextel
Argentinas growing subscriber base.
|
|
|
5.
|
Depreciation
and amortization
|
The $0.9 million, or 8%, increase in depreciation and
amortization from the nine months ended September 30, 2005
to the same period in 2006 is primarily due to increased
depreciation resulting from an increase in Nextel
Argentinas property, plant and equipment base, partially
offset by a decrease in depreciation due to the software useful
life depreciation error correction discussed in Note 1 to
the condensed consolidated financial statements.
The $1.2 million, or 26%, increase in depreciation and
amortization from the three months ended September 30, 2005
to the same period in 2006 is primarily due to increased
depreciation resulting from an increase in Nextel
Argentinas property, plant and equipment base.
The $1.3 million, or 316%, increase in interest income from
the nine months ended September 30, 2005 to the nine months
ended September 30, 2006 is primarily the result of an
increase in Nextel Argentinas average cash balances, as
well as higher interest rates.
50
e. Nextel
Peru
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of
|
|
|
|
|
|
% of
|
|
|
|
|
|
|
|
|
|
|
|
|
Nextel
|
|
|
|
|
|
Nextel
|
|
|
|
|
|
|
|
|
|
|
|
|
Perus
|
|
|
|
|
|
Perus
|
|
|
Change from
|
|
|
|
September 30,
|
|
|
Operating
|
|
|
September 30,
|
|
|
Operating
|
|
|
Previous Year
|
|
|
|
2006
|
|
|
Revenues
|
|
|
2005
|
|
|
Revenues
|
|
|
Dollars
|
|
|
Percent
|
|
|
|
(dollars in thousands)
|
|
|
Nine Months Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service and other revenues
|
|
$
|
97,978
|
|
|
|
94
|
%
|
|
$
|
79,011
|
|
|
|
95
|
%
|
|
$
|
18,967
|
|
|
|
24
|
%
|
Digital handset and accessory
revenues
|
|
|
6,077
|
|
|
|
6
|
%
|
|
|
3,975
|
|
|
|
5
|
%
|
|
|
2,102
|
|
|
|
53
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
104,055
|
|
|
|
100
|
%
|
|
|
82,986
|
|
|
|
100
|
%
|
|
|
21,069
|
|
|
|
25
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of service (exclusive of
depreciation and amortization included below)
|
|
|
(36,382
|
)
|
|
|
(35
|
)%
|
|
|
(25,799
|
)
|
|
|
(31
|
)%
|
|
|
(10,583
|
)
|
|
|
41
|
%
|
Cost of digital handsets and
accessories
|
|
|
(18,012
|
)
|
|
|
(17
|
)%
|
|
|
(13,300
|
)
|
|
|
(16
|
)%
|
|
|
(4,712
|
)
|
|
|
35
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(54,394
|
)
|
|
|
(52
|
)%
|
|
|
(39,099
|
)
|
|
|
(47
|
)%
|
|
|
(15,295
|
)
|
|
|
39
|
%
|
Selling and marketing expenses
|
|
|
(12,788
|
)
|
|
|
(12
|
)%
|
|
|
(9,310
|
)
|
|
|
(11
|
)%
|
|
|
(3,478
|
)
|
|
|
37
|
%
|
General and administrative expenses
|
|
|
(18,384
|
)
|
|
|
(18
|
)%
|
|
|
(15,341
|
)
|
|
|
(19
|
)%
|
|
|
(3,043
|
)
|
|
|
20
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment earnings
|
|
|
18,489
|
|
|
|
18
|
%
|
|
|
19,236
|
|
|
|
23
|
%
|
|
|
(747
|
)
|
|
|
(4
|
)%
|
Depreciation and amortization
|
|
|
(8,421
|
)
|
|
|
(8
|
)%
|
|
|
(6,234
|
)
|
|
|
(8
|
)%
|
|
|
(2,187
|
)
|
|
|
35
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
10,068
|
|
|
|
10
|
%
|
|
|
13,002
|
|
|
|
15
|
%
|
|
|
(2,934
|
)
|
|
|
(23
|
)%
|
Interest expense, net
|
|
|
(106
|
)
|
|
|
|
|
|
|
(115
|
)
|
|
|
|
|
|
|
9
|
|
|
|
(8
|
)%
|
Interest income
|
|
|
850
|
|
|
|
1
|
%
|
|
|
552
|
|
|
|
1
|
%
|
|
|
298
|
|
|
|
54
|
%
|
Foreign currency transaction
gains, net
|
|
|
80
|
|
|
|
|
|
|
|
8
|
|
|
|
|
|
|
|
72
|
|
|
|
NM
|
|
Other expense, net
|
|
|
|
|
|
|
|
|
|
|
(9
|
)
|
|
|
|
|
|
|
9
|
|
|
|
(100
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income tax
|
|
$
|
10,892
|
|
|
|
11
|
%
|
|
$
|
13,438
|
|
|
|
16
|
%
|
|
$
|
(2,546
|
)
|
|
|
(19
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
51
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of
|
|
|
|
|
|
% of
|
|
|
|
|
|
|
|
|
|
|
|
|
Nextel
|
|
|
|
|
|
Nextel
|
|
|
|
|
|
|
|
|
|
|
|
|
Perus
|
|
|
|
|
|
Perus
|
|
|
Change from
|
|
|
|
September 30,
|
|
|
Operating
|
|
|
September 30,
|
|
|
Operating
|
|
|
Previous Year
|
|
|
|
2006
|
|
|
Revenues
|
|
|
2005
|
|
|
Revenues
|
|
|
Dollars
|
|
|
Percent
|
|
|
|
(dollars in thousands)
|
|
|
Three Months Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service and other revenues
|
|
$
|
35,349
|
|
|
|
94
|
%
|
|
$
|
27,628
|
|
|
|
95
|
%
|
|
$
|
7,721
|
|
|
|
28
|
%
|
Digital handset and accessory
revenues
|
|
|
2,243
|
|
|
|
6
|
%
|
|
|
1,539
|
|
|
|
5
|
%
|
|
|
704
|
|
|
|
46
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37,592
|
|
|
|
100
|
%
|
|
|
29,167
|
|
|
|
100
|
%
|
|
|
8,425
|
|
|
|
29
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of service (exclusive of
depreciation and amortization included below)
|
|
|
(14,176
|
)
|
|
|
(38
|
)%
|
|
|
(8,875
|
)
|
|
|
(30
|
)%
|
|
|
(5,301
|
)
|
|
|
60
|
%
|
Cost of digital handsets and
accessories
|
|
|
(6,002
|
)
|
|
|
(16
|
)%
|
|
|
(4,557
|
)
|
|
|
(16
|
)%
|
|
|
(1,445
|
)
|
|
|
32
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(20,178
|
)
|
|
|
(54
|
)%
|
|
|
(13,432
|
)
|
|
|
(46
|
)%
|
|
|
(6,746
|
)
|
|
|
50
|
%
|
Selling and marketing expenses
|
|
|
(4,944
|
)
|
|
|
(13
|
)%
|
|
|
(3,091
|
)
|
|
|
(11
|
)%
|
|
|
(1,853
|
)
|
|
|
60
|
%
|
General and administrative expenses
|
|
|
(6,577
|
)
|
|
|
(18
|
)%
|
|
|
(5,215
|
)
|
|
|
(18
|
)%
|
|
|
(1,362
|
)
|
|
|
26
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment earnings
|
|
|
5,893
|
|
|
|
15
|
%
|
|
|
7,429
|
|
|
|
25
|
%
|
|
|
(1,536
|
)
|
|
|
(21
|
)%
|
Depreciation and amortization
|
|
|
(3,078
|
)
|
|
|
(8
|
)%
|
|
|
(2,222
|
)
|
|
|
(7
|
)%
|
|
|
(856
|
)
|
|
|
39
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
2,815
|
|
|
|
7
|
%
|
|
|
5,207
|
|
|
|
18
|
%
|
|
|
(2,392
|
)
|
|
|
(46
|
)%
|
Interest expense, net
|
|
|
(34
|
)
|
|
|
|
|
|
|
(40
|
)
|
|
|
|
|
|
|
6
|
|
|
|
(15
|
)%
|
Interest income
|
|
|
290
|
|
|
|
1
|
%
|
|
|
247
|
|
|
|
|
|
|
|
43
|
|
|
|
17
|
%
|
Foreign currency transaction gains
(losses), net
|
|
|
30
|
|
|
|
|
|
|
|
(39
|
)
|
|
|
|
|
|
|
69
|
|
|
|
(177
|
)%
|
Other expense, net
|
|
|
|
|
|
|
|
|
|
|
(1
|
)
|
|
|
|
|
|
|
1
|
|
|
|
(100
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income tax
|
|
$
|
3,101
|
|
|
|
8
|
%
|
|
$
|
5,374
|
|
|
|
18
|
%
|
|
$
|
(2,273
|
)
|
|
|
(42
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NM-Not Meaningful
The U.S. dollar is the functional currency in Peru. As a
result, Nextel Perus results of operations are not
significantly impacted by the changes in the U.S. dollar to
Peruvian sol exchange rate.
The $19.0 million, or 24%, and $7.7 million, or 28%,
increases in service and other revenues from the nine and three
months ended September 30, 2005 to the same periods in 2006
are primarily due to 37% and 38% increases in the average number
of digital handsets in service, partially offset by decreases in
average revenue per handset mainly resulting from lower rate
plans implemented in response to increased competition.
The $2.1 million, or 53%, and $0.7 million, or 46%,
increases in digital handset and accessory revenues from the
nine and three months ended September 30, 2005 to the same
periods in 2006, are primarily the result of 45% and 42%
increases in handset sales mainly as a result of a stronger
local economy as well as Nextel Perus strategy of
increasing penetration in small to mid-size accounts.
52
The $10.6 million, or 41%, and $5.3 million, or 60%,
increases in cost of service from the nine and three months
ended September 30, 2005 to the same periods in 2006 are
largely a result of $8.9 million, or 63%, and
$4.2 million, or 79%, increases in interconnect costs due
to 66% and 55% increases in interconnect minutes of use,
partially offset by decreases in per minute costs due to new
interconnect regulations that became effective in January 2006.
The increase in interconnect costs for the three months ended
September 30, 2006 was impacted by Nextel Perus call
profile, which now includes more
mobile-to-mobile
calls.
The $4.7 million, or 35%, and $1.4 million, or 32%,
increases in cost of digital handsets and accessories from the
nine and three months ended September 30, 2005 to the same
periods in 2006 are largely a result of 45% and 42% increases in
handset sales.
|
|
3.
|
Selling and
marketing expenses
|
The $3.5 million, or 37%, and $1.9 million, or 60%,
increases in selling and marketing expenses from the nine and
three months ended September 30, 2005 to the same periods
in 2006 are primarily due to the following:
|
|
|
|
|
$1.8 million, or 75%, and $0.9 million, or 93%,
increases in indirect commissions resulting from 46% and 49%
increases in handset sales through Nextel Perus external
sales channels; and
|
|
|
|
$1.7 million, or 37%, and $0.7 million, or 43%,
increases in direct commissions and payroll expenses principally
due to 43% and 36% increases in handset sales by Nextel
Perus sales personnel.
|
|
|
4.
|
General and
administrative expenses
|
The $3.0 million, or 20%, and $1.4 million, or 26%,
increases in general and administrative expenses from the nine
and three months ended September 30, 2005 to the same
periods in 2006 are primarily due to the following:
|
|
|
|
|
$1.5 million, or 26%, and $0.6 million, or 29%,
increases in customer care expenses, mainly payroll and related
expenses resulting from additional customer care and billing
operations personnel needed to support a growing customer
base; and
|
|
|
|
$0.8 million, or 14%, and $0.5 million, or 24%,
increases in general corporate costs due to increases in general
and administrative personnel and various taxes paid to
regulatory agencies.
|
|
|
5.
|
Depreciation
and amortization
|
The $2.2 million, or 35%, and $0.9 million, or 39%,
increases in depreciation and amortization from the nine and
three months ended September 30, 2005 to the same periods
in 2006 are primarily due to increased depreciation resulting
from an increase in Nextel Perus property, plant and
equipment base.
53
f. Corporate
and other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of
|
|
|
|
|
|
% of
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate
|
|
|
|
|
|
Corporate
|
|
|
|
|
|
|
|
|
|
|
|
|
and other
|
|
|
|
|
|
and other
|
|
|
Change from
|
|
|
|
September 30,
|
|
|
Operating
|
|
|
September 30,
|
|
|
Operating
|
|
|
Previous Year
|
|
|
|
2006
|
|
|
Revenues
|
|
|
2005
|
|
|
Revenues
|
|
|
Dollars
|
|
|
Percent
|
|
|
|
(dollars in thousands)
|
|
|
Nine Months Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service and other revenues
|
|
$
|
1,890
|
|
|
|
100
|
%
|
|
$
|
1,328
|
|
|
|
100
|
%
|
|
$
|
562
|
|
|
|
42
|
%
|
Digital handset and accessory
revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,890
|
|
|
|
100
|
%
|
|
|
1,328
|
|
|
|
100
|
%
|
|
|
562
|
|
|
|
42
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of service (exclusive of
depreciation included below)
|
|
|
(1,136
|
)
|
|
|
(60
|
)%
|
|
|
(1,180
|
)
|
|
|
(89
|
)%
|
|
|
44
|
|
|
|
(4
|
)%
|
Cost of digital handsets and
accessories
|
|
|
(3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3
|
)
|
|
|
NM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,139
|
)
|
|
|
(60
|
)%
|
|
|
(1,180
|
)
|
|
|
(89
|
)%
|
|
|
41
|
|
|
|
(3
|
)%
|
Selling and marketing expenses
|
|
|
(5,339
|
)
|
|
|
(282
|
)%
|
|
|
(3,494
|
)
|
|
|
(263
|
)%
|
|
|
(1,845
|
)
|
|
|
53
|
%
|
General and administrative expenses
|
|
|
(71,288
|
)
|
|
|
NM
|
|
|
|
(42,166
|
)
|
|
|
NM
|
|
|
|
(29,122
|
)
|
|
|
69
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment losses
|
|
|
(75,876
|
)
|
|
|
NM
|
|
|
|
(45,512
|
)
|
|
|
NM
|
|
|
|
(30,364
|
)
|
|
|
67
|
%
|
Depreciation and amortization
|
|
|
(2,746
|
)
|
|
|
(145
|
)%
|
|
|
(1,167
|
)
|
|
|
(88
|
)%
|
|
|
(1,579
|
)
|
|
|
135
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss
|
|
|
(78,622
|
)
|
|
|
NM
|
|
|
|
(46,679
|
)
|
|
|
NM
|
|
|
|
(31,943
|
)
|
|
|
68
|
%
|
Interest expense, net
|
|
|
(18,672
|
)
|
|
|
NM
|
|
|
|
(12,636
|
)
|
|
|
NM
|
|
|
|
(6,036
|
)
|
|
|
48
|
%
|
Interest income
|
|
|
9,276
|
|
|
|
491
|
%
|
|
|
3,494
|
|
|
|
263
|
%
|
|
|
5,782
|
|
|
|
165
|
%
|
Foreign currency transaction
(losses) gains, net
|
|
|
(114
|
)
|
|
|
(6
|
)%
|
|
|
7
|
|
|
|
|
|
|
|
(121
|
)
|
|
|
NM
|
|
Debt conversion expense
|
|
|
|
|
|
|
|
|
|
|
(8,930
|
)
|
|
|
NM
|
|
|
|
8,930
|
|
|
|
(100
|
)%
|
Other expense, net
|
|
|
(911
|
)
|
|
|
(48
|
)%
|
|
|
(436
|
)
|
|
|
(33
|
)%
|
|
|
(475
|
)
|
|
|
109
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before income tax
|
|
$
|
(89,043
|
)
|
|
|
NM
|
|
|
$
|
(65,180
|
)
|
|
|
NM
|
|
|
$
|
(23,863
|
)
|
|
|
37
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
54
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of
|
|
|
|
|
|
% of
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate
|
|
|
|
|
|
Corporate
|
|
|
|
|
|
|
|
|
|
|
|
|
and other
|
|
|
|
|
|
and other
|
|
|
Change from
|
|
|
|
September 30,
|
|
|
Operating
|
|
|
September 30,
|
|
|
Operating
|
|
|
Previous Year
|
|
|
|
2006
|
|
|
Revenues
|
|
|
2005
|
|
|
Revenues
|
|
|
Dollars
|
|
|
Percent
|
|
|
|
(dollars in thousands)
|
|
|
Three Months Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service and other revenues
|
|
$
|
521
|
|
|
|
100
|
%
|
|
$
|
471
|
|
|
|
100
|
%
|
|
$
|
50
|
|
|
|
11
|
%
|
Digital handset and accessory
revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
521
|
|
|
|
100
|
%
|
|
|
471
|
|
|
|
100
|
%
|
|
|
50
|
|
|
|
11
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of service (exclusive of
depreciation included below)
|
|
|
(392
|
)
|
|
|
(75
|
)%
|
|
|
(280
|
)
|
|
|
(59
|
)%
|
|
|
(112
|
)
|
|
|
40
|
%
|
Cost of digital handsets and
accessories
|
|
|
(3
|
)
|
|
|
(1
|
)%
|
|
|
|
|
|
|
|
|
|
|
(3
|
)
|
|
|
NM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(395
|
)
|
|
|
(76
|
)%
|
|
|
(280
|
)
|
|
|
(59
|
)%
|
|
|
(115
|
)
|
|
|
41
|
%
|
Selling and marketing expenses
|
|
|
(2,099
|
)
|
|
|
(403
|
)%
|
|
|
(1,151
|
)
|
|
|
(244
|
)%
|
|
|
(948
|
)
|
|
|
82
|
%
|
General and administrative expenses
|
|
|
(28,200
|
)
|
|
|
NM
|
|
|
|
(14,722
|
)
|
|
|
NM
|
|
|
|
(13,478
|
)
|
|
|
92
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment losses
|
|
|
(30,173
|
)
|
|
|
NM
|
|
|
|
(15,682
|
)
|
|
|
NM
|
|
|
|
(14,491
|
)
|
|
|
92
|
%
|
Depreciation and amortization
|
|
|
(1,037
|
)
|
|
|
(199
|
)%
|
|
|
(413
|
)
|
|
|
(88
|
)%
|
|
|
(624
|
)
|
|
|
151
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss
|
|
|
(31,210
|
)
|
|
|
NM
|
|
|
|
(16,095
|
)
|
|
|
NM
|
|
|
|
(15,115
|
)
|
|
|
94
|
%
|
Interest expense, net
|
|
|
(6,187
|
)
|
|
|
NM
|
|
|
|
(4,671
|
)
|
|
|
NM
|
|
|
|
(1,516
|
)
|
|
|
32
|
%
|
Interest income
|
|
|
2,745
|
|
|
|
NM
|
|
|
|
1,965
|
|
|
|
417
|
%
|
|
|
780
|
|
|
|
40
|
%
|
Foreign currency transaction
gains, net
|
|
|
10
|
|
|
|
2
|
%
|
|
|
11
|
|
|
|
2
|
%
|
|
|
(1
|
)
|
|
|
(9
|
)%
|
Other expense, net
|
|
|
(124
|
)
|
|
|
(24
|
)%
|
|
|
(137
|
)
|
|
|
(29
|
)%
|
|
|
13
|
|
|
|
(9
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before income tax
|
|
$
|
(34,766
|
)
|
|
|
NM
|
|
|
$
|
(18,927
|
)
|
|
|
NM
|
|
|
$
|
(15,839
|
)
|
|
|
84
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NM-Not Meaningful
Corporate and other operating revenues and cost of revenues
primarily represent the results of analog operations reported by
Nextel Chile. Operating revenues and cost of revenues did not
significantly change from the nine and three months ended
September 30, 2005 to the same periods in 2006 because
Nextel Chiles subscriber base remained stable.
|
|
1.
|
General and
administrative expenses
|
The $29.1 million, or 69%, and $13.5 million, or 92%,
increases in general and administrative expenses from the nine
and three months ended September 30, 2005 to the same
periods in 2006 are primarily due to $20.8 million and
$8.6 million in incremental share-based payment expense
recorded in connection with the implementation of
SFAS 123R, increases in corporate payroll and related
expenses and increases in outside service costs, specifically
for consulting activities.
The $6.0 million, or 48%, and $1.5 million, or 32%,
increases in net interest expense from the nine and three months
ended September 30, 2005 to the same periods in 2006 are
substantially the result of interest related to our
2.75% convertible notes that we issued in August 2005,
which resulted in slightly more than one month of interest
55
expense for both the nine and three months ended
September 30, 2005 compared to nine and three months of
interest expense for the same periods in 2006.
The $5.8 million, or 165%, and $0.8 million, or 40%,
increases in interest income from the nine and three months
ended September 30, 2005 to the same periods in 2006 are
primarily due to higher cash balances at the corporate level
resulting from the $350.0 million proceeds received from
the issuance of our 2.75% convertible notes, as well as
higher interest rates in the U.S.
|
|
4.
|
Debt
conversion expense
|
Debt conversion expense represents an inducement that we paid in
connection with the conversion of $88.5 million of our
3.5% convertible notes that occurred during the second
quarter in 2005.
Liquidity
and Capital Resources
We had a working capital surplus of $600.2 million as of
September 30, 2006, a $192.9 million decrease compared
to December 31, 2005. The decrease in our working capital,
which is defined as total current assets less total current
liabilities, is primarily due to the transfer of
$200.0 million to long-term restricted cash in connection
with Nextel Mexicos acquisition of Cosmofrecuencias, S.A.
de C.V.
We recognized net income of $186.6 million for the nine
months ended September 30, 2006 and $125.4 million for
the nine months ended September 30, 2005. During the first
nine months of 2006, our operating revenues more than offset our
operating expenses, excluding depreciation and amortization, and
cash capital expenditures. However, we cannot be sure that this
trend will continue in the future as we intend to continue the
current expansion of our digital mobile networks, primarily in
Mexico and Brazil. We anticipate that 2006 will be our peak year
for cash capital expenditures related to iDEN technology
investments, excluding future capital expenditures in Chile, for
the foreseeable future. See Future Capital Needs and
Resources for a discussion of our future outlook and
anticipated sources and uses of funds for the remainder of 2006.
Cash Flows. Our operating activities
provided us with $318.2 million of net cash during the nine
months ended September 30, 2006 and $216.3 million of
net cash during the nine months ended September 30, 2005.
The $101.9 million increase in generation of cash is
primarily due to higher operating income resulting from our
profitable growth strategy.
We used $624.4 million of net cash in our investing
activities during the nine months ended September 30, 2006
compared to $282.6 million during the nine months ended
September 30, 2005. The $341.8 million increase in
cash used in our investing activities is primarily due to the
following:
|
|
|
|
|
$200.0 million transferred to restricted cash related to
the acquisition of Cosmofrecuencias, S.A. de C.V. in Mexico;
|
|
|
|
a $146.0 million increase in cash capital expenditures
during the first nine months of 2006 compared to the same period
in 2005 related to the accelerated build out of our digital
mobile networks in Mexico and Brazil; and
|
|
|
|
$38.6 million in proceeds from the maturity of short-term
investments that we received during the first nine months of
2005.
|
These increases were partially offset by $24.0 million in
payments for acquisitions and purchases of licenses during the
first nine months of 2005, $14.1 million of which was
related to Nextel Mexicos acquisition of AOL Mexico.
56
Our financing activities provided us with $103.4 million of
net cash during the nine months ended September 30, 2006,
primarily due to the following:
|
|
|
|
|
$60.9 million in additional borrowings from the refinancing
of Nextel Mexicos syndicated loan facility;
|
|
|
|
$49.3 million in proceeds from stock option
exercises; and
|
|
|
|
$17.6 million in excess tax benefits from share-based
payment that we recognized in connection with our adoption of
SFAS 123R, which was effective January 1, 2006.
|
Our financing activities provided us with $610.4 million of
net cash during the nine months ended September 30, 2005,
primarily due to the following:
|
|
|
|
|
proceeds received from the issuance of $350.0 million
aggregate principal amount of our 2.75% convertible notes
in August 2005;
|
|
|
|
the draw down of $250.0 million of Nextel Mexicos
syndicated loan facility in May 2005; and
|
|
|
|
$21.0 million in proceeds from stock option exercises.
|
Future
Capital Needs and Resources
Capital Resources. Our ongoing capital
resources depend on a variety of factors, including our existing
cash and cash equivalents balances, cash flows generated by our
operating companies and external financial sources that may be
available. As of September 30, 2006, our capital resources
included $668.3 million of cash and cash equivalents,
excluding $200.0 million in cash transferred to other
assets, which is restricted for the acquisition of
Cosmofrecuencias, S.A. de C.V. in Mexico. Our ability to
generate sufficient net cash from our operating activities is
dependent upon, among other things:
|
|
|
|
|
the amount of revenue we are able to generate and collect from
our customers;
|
|
|
|
the amount of operating expenses required to provide our
services;
|
|
|
|
the cost of acquiring and retaining customers, including the
subsidies we incur to provide handsets to both our new and
existing customers;
|
|
|
|
our ability to continue to grow our customer base; and
|
|
|
|
fluctuations in foreign exchange rates.
|
Capital Needs. We currently anticipate
that our future capital needs will principally consist of funds
required for:
|
|
|
|
|
operating expenses relating to our digital mobile networks;
|
|
|
|
capital expenditures to expand and enhance our digital mobile
networks, as discussed below under Capital
Expenditures;
|
|
|
|
future spectrum or other related purchases;
|
|
|
|
debt service requirements, including tower financing and capital
lease obligations;
|
|
|
|
cash taxes; and
|
|
|
|
other general corporate expenditures.
|
57
The following table sets forth the amounts and timing of
contractual payments for our most significant contractual
obligations determined as of September 30, 2006. The
information in the table reflects future unconditional payments
and is based upon, among other things, the current terms of the
relevant agreements, appropriate classification of items under
accounting principles generally accepted in the United States
that are currently in effect and certain assumptions, such as
future interest rates. Future events could cause actual payments
to differ significantly from these amounts. See Forward
Looking Statements. Except as required by law, we disclaim
any obligation to modify or update the information contained in
the table.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due by Period
|
|
|
|
Less Than
|
|
|
|
|
|
|
|
|
More Than
|
|
|
|
|
Contractual Obligations
|
|
1 Year
|
|
|
1-3 Years
|
|
|
3-5 Years
|
|
|
5 Years
|
|
|
Total
|
|
|
|
(in thousands)
|
|
|
Convertible notes(1)
|
|
$
|
21,453
|
|
|
$
|
42,907
|
|
|
$
|
42,907
|
|
|
$
|
1,140,806
|
|
|
$
|
1,248,073
|
|
Tower financing obligations(1)
|
|
|
37,541
|
|
|
|
75,088
|
|
|
|
75,078
|
|
|
|
255,076
|
|
|
|
442,783
|
|
Mexico syndicated loan facility(1)
|
|
|
40,155
|
|
|
|
139,660
|
|
|
|
208,216
|
|
|
|
|
|
|
|
388,031
|
|
Capital lease obligations(2)
|
|
|
7,961
|
|
|
|
16,614
|
|
|
|
16,842
|
|
|
|
72,684
|
|
|
|
114,101
|
|
Spectrum fees(3)
|
|
|
13,557
|
|
|
|
25,569
|
|
|
|
25,569
|
|
|
|
169,393
|
|
|
|
234,088
|
|
Spectrum acquisition obligations(4)
|
|
|
212,159
|
|
|
|
10,669
|
|
|
|
5,083
|
|
|
|
3,271
|
|
|
|
231,182
|
|
Operating leases(5)
|
|
|
79,639
|
|
|
|
145,547
|
|
|
|
112,923
|
|
|
|
138,582
|
|
|
|
476,691
|
|
Purchase obligations(6)
|
|
|
233,897
|
|
|
|
660
|
|
|
|
|
|
|
|
|
|
|
|
234,557
|
|
Other long-term obligations(7)
|
|
|
1,125
|
|
|
|
6,703
|
|
|
|
9,654
|
|
|
|
136,430
|
|
|
|
153,912
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total contractual commitments
|
|
$
|
647,487
|
|
|
$
|
463,417
|
|
|
$
|
496,272
|
|
|
$
|
1,916,242
|
|
|
$
|
3,523,418
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
These amounts include estimated principal and interest payments
over the full term of the obligation based on our expectations
as to future interest rates, assuming the current payment
schedule. |
|
(2) |
|
These amounts represent principal and interest payments due
under our co-location agreements to American Tower and our
existing corporate aircraft lease. The amounts related to our
existing aircraft lease exclude amounts that are contingently
due in the event of our default under the lease, but do include
remaining amounts due under the letter of credit provided for
our new corporate aircraft. |
|
(3) |
|
These amounts do not include variable fees based on certain
operating revenues and are subject to increases in the Mexican
Consumer Pricing Index. |
|
(4) |
|
These amounts include estimated payments related to spectrum
obligations in our operating companies, including
$200.0 million related to Nextel Mexicos acquisition
of Cosmofrecuencias, S.A. de C.V. |
|
(5) |
|
These amounts principally include future lease costs related to
our transmitter and receiver sites and switches and office
facilities. |
|
(6) |
|
These amounts include maximum contractual purchase obligations
under various agreements with our vendors. |
|
(7) |
|
These amounts include our current estimates of asset retirement
obligations based on our expectations as to future retirement
costs, inflation rates and timing of retirements. |
In addition to the aforementioned items, as discussed in
Note 7 to the accompanying condensed consolidated financial
statements, we have entered into an agreement with Motorola,
which requires us to purchase a certain amount of handsets each
year through December 31, 2011. Prices for handsets are not
stipulated in the agreement as they will be negotiated annually.
In addition, the mix of handsets will be determined in future
years based on customer demand. As a result, we are not able to
quantify the dollar amount of minimum purchases required under
this agreement, and therefore, they are not included in the
table above.
Capital Expenditures. Our capital
expenditures, including capitalized interest, were
$461.8 million for the nine months ended September 30,
2006 compared to $317.2 million for the nine months ended
September 30, 2005. In the future, we expect to finance our
capital spending using the most effective combination of cash
from operations, cash on hand and other external financing that
becomes available. We anticipate that 2006 will be our
58
peak year for capital expenditures related to iDEN technology,
excluding future capital expenditures in Chile, for the
foreseeable future. Our capital spending is driven by several
factors, including:
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|
the expansion of our digital mobile networks to new market
areas, primarily related to the current expansion in Mexico and
Brazil;
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|
|
the construction of additional transmitter and receiver sites to
increase system capacity and maintain system quality and the
installation of related switching equipment in some of our
existing market coverage areas;
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|
the enhancement of our digital mobile network coverage around
some major market areas;
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|
|
enhancements to our existing iDEN technology to increase voice
capacity;
|
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|
future minimum build out requirements related to the
3.4 GHz spectrum and local concession that we acquired
through the purchase of Cosmofrecuencias in Mexico; and
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|
non-network related information technology projects.
|
Our future capital expenditures will be significantly affected
by future technology improvements and technology choices. In
October 2001, Motorola and Nextel Communications announced an
anticipated significant technology upgrade to the iDEN digital
mobile network, the 6:1 voice coder software upgrade. Beginning
in 2004, we started selling handsets that can operate on the new
6:1 voice coder. We expect that this software upgrade will
increase our voice capacity for interconnect calls and leverage
our existing investment in infrastructure. With the exception of
Mexico, we do not expect to realize significant benefits from
the operation of the 6:1 voice coder until after 2007. If there
are substantial delays in realizing the benefits of the 6:1
voice coder, we could be required to invest additional capital
in our infrastructure to satisfy our network capacity needs. See
Forward Looking Statements.
Future Outlook. We believe that our
current business plan, which contemplates significant expansions
in Mexico and Brazil, will not require any additional external
funding, and we will be able to operate and grow our business
while servicing our debt obligations. Our revenues are primarily
denominated in foreign currencies. We expect that if current
foreign currency exchange rates do not significantly adversely
change, we will continue to generate net income for the
foreseeable future. See Forward Looking Statements.
In making our assessments of a fully funded business plan and
net income, we have considered:
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cash and cash equivalents on hand and available to fund our
operations;
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|
expected cash flows from operations;
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the anticipated level of capital expenditures;
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|
the anticipated level of spectrum acquisitions;
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our scheduled debt service; and
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income taxes.
|
If our business plans change, including as a result of changes
in technology, or if we decide to expand into new markets or
further in our existing markets, as a result of the construction
of additional portions of our network or the acquisition of
competitors or others, or if economic conditions in any of our
markets change generally, or competitive practices in the mobile
wireless telecommunications industry change materially from
those currently prevailing or from those now anticipated, or if
other presently unexpected circumstances arise that have a
material effect on the cash flow or profitability of our mobile
wireless business, then the anticipated cash needs of our
business as well as the conclusions presented herein as to the
adequacy of the available sources of cash and timing on our
ability to generate net income could change significantly. Any
of these events or circumstances could involve significant
additional funding needs in excess of the identified currently
available sources, and could require us to raise additional
capital to meet those needs. In addition, we continue to assess
the opportunities to raise additional funding on attractive
terms and conditions and at times that do not involve any of
these events or circumstances and may do so if the opportunity
presents itself. However, our ability to seek additional
capital, if necessary, is subject to a variety of additional
factors that we cannot presently predict with certainty,
including:
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|
|
the commercial success of our operations;
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|
the volatility and demand of the capital markets; and
|
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|
the future market prices of our securities.
|
59
Forward
Looking Statements
Safe Harbor Statement under the Private
Securities Litigation Reform Act of
1995. Certain statements made in this
quarterly report on
Form 10-Q
are not historical or current facts, but deal with potential
future circumstances and developments. They can be identified by
the use of forward-looking words such as believes,
expects, intends, plans,
may, will, would,
could, should or anticipates
or other comparable words, or by discussions of strategy that
involve risks and uncertainties. We caution you that these
forward-looking statements are only predictions, which are
subject to risks and uncertainties, including technical
uncertainties, financial variations, changes in the regulatory
environment, industry growth and trend predictions. We have
attempted to identify, in context, some of the factors that we
currently believe may cause actual future experience and results
to differ from our current expectations regarding the relevant
matter or subject area. The operation and results of our
wireless communications business also may be subject to the
effects of other risks and uncertainties in addition to the
other qualifying factors identified in this Item, including, but
not limited to:
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|
|
our ability to meet the operating goals established by our
business plan;
|
|
|
|
general economic conditions in Latin America and in the market
segments that we are targeting for our digital mobile services;
|
|
|
|
the political and social conditions in the countries in which we
operate, including political instability, which may affect the
economies of our markets and the regulatory schemes in these
countries;
|
|
|
|
the impact of foreign exchange volatility in our markets as
compared to the U.S. dollar and related currency
devaluations in countries in which our operating companies
conduct business;
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|
|
|
reasonable access to and the successful performance of the
technology being deployed in our service areas, and improvements
thereon, including technology deployed in connection with the
introduction of digital two-way mobile data or Internet
connectivity services in our markets;
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|
|
|
the availability of adequate quantities of system infrastructure
and subscriber equipment and components at reasonable pricing to
meet our service deployment and marketing plans and customer
demand;
|
|
|
|
the success of efforts to improve and satisfactorily address any
issues relating to our digital mobile network performance;
|
|
|
|
future legislation or regulatory actions relating to our
specialized mobile radio services, other wireless communication
services or telecommunications generally;
|
|
|
|
the ability to achieve and maintain market penetration and
average subscriber revenue levels sufficient to provide
financial viability to our digital mobile network business;
|
|
|
|
the quality and price of similar or comparable wireless
communications services offered or to be offered by our
competitors, including providers of cellular services and
personal communications services;
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|
|
|
market acceptance of our new service offerings;
|
|
|
|
our ability to access sufficient debt or equity capital to meet
any future operating and financial needs; and
|
|
|
|
other risks and uncertainties described in this quarterly report
on
Form 10-Q
and from time to time in our other reports filed with the
Securities and Exchange Commission.
|
Effect of
New Accounting Standards
In October 2005, the Financial Accounting Standards Board, or
FASB, issued Staff Position
No. 13-1,
Accounting for Rental Costs Incurred during a Construction
Period, or FSP
No. 13-1,
to address accounting for rental costs associated with building
and ground operating leases. FSP
No. 13-1
requires that rental costs associated with ground or building
operating leases that are incurred during a construction period
be recognized as rental expense. FSP
No. 13-1
is effective for the first reporting period beginning after
December 15, 2005 and requires public companies that are
currently capitalizing these rental costs for operating lease
arrangements entered into prior to the effective date to cease
capitalizing such costs. Retroactive application in accordance
with Statement of
60
Financial Accounting Standards, or SFAS, 154 is permitted but
not required. We implemented FSP
No. 13-1,
effective January 1, 2006, as required. The adoption of FSP
No. 13-1
did not have a material impact on our consolidated financial
statements.
In February 2006, the FASB issued SFAS No. 155,
Accounting for Certain Hybrid Financial
Instruments An Amendment of FASB Statements
No. 133 and 150, or SFAS 155. SFAS 155
permits fair value re-measurement for any hybrid financial
instrument that contains an embedded derivative that otherwise
would require bifurcation, clarifies that certain instruments
are not subject to the requirements of SFAS 133,
establishes a requirement to evaluate interests in securitized
financial assets to identify interests that may contain an
embedded derivative requiring bifurcation, clarifies what may be
an embedded derivative for certain concentrations of credit risk
and amends SFAS 140 to eliminate certain prohibitions
related to derivatives on a qualifying special-purpose entity.
SFAS 155 is effective for fiscal years beginning after
September 15, 2006. We are currently evaluating the impact
that SFAS 155 may have on our consolidated financial
statements.
In June 2006, the FASB ratified the consensus of the EITF on
Issue 05-1,
Accounting for the Conversion of an Instrument That
Becomes Convertible upon the Issuers Exercise of a Call
Option, or
EITF 05-1.
EITF 05-1 states
that the issuance of equity securities to settle an instrument
(pursuant to the instruments original conversion terms)
that becomes convertible upon the issuers exercise of a
call option should be accounted for as a conversion as opposed
to an extinguishment if, at issuance, the debt instrument
contains a substantive conversion feature other than the
issuers call option.
EITF 05-1
is effective for all conversions within its scope occurring in
interim or annual periods beginning after June 28, 2006.
The future impact of
EITF 05-1
on our financial statements will depend on the facts and
circumstances specific to a given conversion within the scope of
this Issue. However, we do not believe the adoption of
EITF 05-1
will have a material impact on our consolidated financial
statements.
In June 2006, the FASB ratified the consensus of the Emerging
Issues Task Force, or EITF, on
Issue 06-3,
How Sales Taxes Collected from Customers and Remitted to
Governmental Authorities Should Be Presented in the Income
Statement (That Is, Gross Versus Net Presentation), or
EITF 06-3.
EITF 06-3 states
that a company should disclose its accounting policy (gross or
net presentation) regarding presentation of sales and other
similar taxes. If taxes included in gross revenues are
significant, a company should disclose the amount of such taxes
for each period for which an income statement is presented.
EITF 06-3
is effective for financial reports in interim and annual
reporting periods beginning after December 15, 2006. We are
currently evaluating the impact that
EITF 06-3
may have on our consolidated financial statements. Historically,
we reported certain revenue-based taxes imposed on us in Brazil
as a reduction of revenue. We viewed them as pass-through costs
since they were billed to and collected from customers on behalf
of local government agencies. During the fourth quarter of 2005,
we increased our operating revenues and general and
administrative expenses to
gross-up
these revenue-based taxes related to the full year 2005 because
they are the primary obligation of Nextel Brazil. This
presentation is in accordance with EITF 99-19,
Reporting Revenue Gross as a Principal Versus Net as an
Agent. During the nine and three months ended
September 30, 2006, Nextel Brazil recorded
$20.8 million and $7.6 million, respectively, of
revenue-based taxes as a component of service and other revenues
and a corresponding amount as a component of selling, general
and administrative expenses.
In July 2006, the FASB issued Interpretation No. 48,
Accounting for Uncertainty in Income Taxes An
Interpretation of FASB Statement No. 109, or
FIN 48. FIN 48 clarifies the accounting for
uncertainty in income tax positions and is effective for fiscal
years beginning after December 15, 2006. FIN 48
provides that the financial statement effects of an income tax
position can only be recognized in the financial statements
when, based on the technical merits, it is
more-likely-than-not that the position will be
sustained upon examination. The cumulative effect of applying
the provisions of FIN 48 should be reported as an
adjustment to the opening balance of retained earnings for that
fiscal year. We are currently evaluating the impact that
FIN 48 may have on our consolidated financial statements.
In September 2006, the FASB issued SFAS No. 157,
Fair Value Measurement, or SFAS 157, which
provides guidance for using fair value to measure assets and
liabilities when required for recognition or disclosure
purposes. SFAS 157 is intended to make the measurement of
fair value more consistent and comparable and improve
disclosures about these measures. Specifically, SFAS 157
(1) clarifies the principle that fair value should be based
on the assumptions market participants would use when pricing
the asset or liability, (2) establishes a fair value
hierarchy that prioritizes the information used to develop those
assumptions, (3) clarifies the information required
61
to be used to measure fair value, (4) determines the
frequency of fair value measures and (5) requires companies
to make expanded disclosures about the methods and assumptions
used to measure fair value and the fair value measurements
effect on earnings. However, SFAS 157 does not expand the
use of fair value to any new circumstances or determine when
fair value should be used in the financial statements.
SFAS 157 is effective for financial statements issued for
fiscal years beginning after November 15, 2007, and interim
periods within those fiscal years, with some exceptions.
SFAS 157 is to be applied prospectively as of the first
interim period for the fiscal year in which it is initially
adopted, except for a limited form of retrospective application
for some specific items. We are currently evaluating the impact
that SFAS 157 may have on our consolidated financial
statements.
In September 2006, the FASB issued SFAS No. 158,
Employers Accounting for Defined Benefit Pension and
Other Postretirement Plans An Amendment of FASB
Statements No. 87, 88, 106, and 132R, or
SFAS 158. This standard requires an employer to:
(a) recognize in its statement of financial position an
asset for a plans overfunded status or a liability for a
plans underfunded status; (b) measure a plans
assets and its obligations that determine its funded status as
of the end of the employers fiscal year (with limited
exceptions); and (c) recognize changes in the funded status
of a defined benefit postretirement plan in the year in which
the changes occur. Those changes will be reported in
comprehensive income of a business entity and in changes in net
assets of a
not-for-profit
organization. The requirement to recognize the funded status of
a benefit plan and the disclosure requirements are effective as
of the end of the fiscal year ending after December 15,
2006. The requirement to measure plan assets and benefit
obligations as of the date of the employers fiscal
year-end statement of financial position is effective for fiscal
years ending after December 15, 2008. We are currently
evaluating the impact that SFAS 158 may have on our
consolidated financial statements.
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|
Item 3.
|
Quantitative
and Qualitative Disclosures About Market Risk.
|
Our revenues are primarily denominated in foreign currencies,
while a significant portion of our operations are financed in
U.S. dollars through our convertible notes and a portion of
our syndicated loan facility in Mexico. As a result,
fluctuations in exchange rates relative to the U.S. dollar
expose us to foreign currency exchange risks. These risks
include the impact of translating our local currency reported
earnings into U.S. dollars when the U.S. dollar
strengthens against the local currencies of our foreign
operations. In addition, Nextel Mexico, Nextel Brazil and Nextel
Argentina purchase some capital assets and all handsets in
U.S. dollars but record the related revenue generated from
their operations in local currency.
We enter into derivative transactions only for hedging or risk
management purposes. We have not and will not enter into any
derivative transactions for speculative or profit generating
purposes. In November 2004, Nextel Mexico entered into a hedge
agreement to reduce its foreign currency transaction risk
associated with a portion of its 2005 U.S. dollar
forecasted capital expenditures and handset purchases. This risk
was hedged by forecasting Nextel Mexicos capital
expenditures and handset purchases for a
12-month
period from January to December 2005. Under this agreement,
Nextel Mexico purchased U.S. dollar call options and sold
call options on the Mexican peso. In September and October 2005,
Nextel Mexico entered into similar derivative agreements to
reduce its foreign currency transaction risk associated with a
portion of its 2006 U.S. dollar forecasted capital
expenditures and handset purchases. This risk was hedged by
forecasting Nextel Mexicos capital expenditures and
handset purchases for a
12-month
period that began in January 2006. Under this agreement, Nextel
Mexico purchased U.S. dollar call options and sold call
options on the Mexican peso.
Interest rate changes expose our fixed rate long-term borrowings
to changes in fair value and expose our variable rate long-term
borrowings to changes in future cash flows. In July 2005, Nextel
Mexico entered into an interest rate swap agreement to hedge the
variability of future cash flows associated with the
$31.0 million Mexican peso-denominated variable interest
rate portion of its $250.0 million syndicated loan
facility. Under the interest rate swap, Nextel Mexico agreed to
exchange the difference between the variable Mexican reference
rate, TIIE, and a fixed interest rate, based on a notional
amount of $31.4 million. The interest rate swap fixed the
amount of interest expense associated with this portion of the
Mexico syndicated loan facility effective August 31, 2005.
In June 2006, Nextel Mexico refinanced its syndicated loan. The
loan amount was increased from the original $250.0 million
to about $297.0 million after the refinancing. The loan was
refinanced using the same variable (i.e., LIBOR and TIIE) or
fixed rates as the original agreement but with lower spreads for
each tranche. Of the total
62
amount of the refinanced loan, $57.0 million is denominated
in Mexican pesos, with a floating interest rate based on the
Mexican reference rate TIIE (Tranche C). The refinancing of
the syndicated loan had no effect on Nextel Mexicos
interest rate swap. As of September 30, 2006, a significant
portion of our borrowings were fixed-rate long-term debt
obligations.
The table below presents principal amounts, related interest
rates by year of maturity and aggregate amounts as of
September 30, 2006 for our fixed rate debt obligations,
including our convertible notes, our syndicated loan facility in
Mexico and our tower financing obligations, the notional amounts
of our purchased call options and written put options and the
fair value of our interest rate swap. We determined the fair
values included in this section based on:
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|
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|
|
quoted market prices for our convertible notes;
|
|
|
|
carrying values for our tower financing obligations and
syndicated loan facility as interest rates were set recently
when we entered into these transactions; and
|
|
|
|
market values as determined by an independent third party
investment banking firm for our purchased call options, written
put options and interest rate swap.
|
The changes in the fair values of our debt compared to their
fair values as of December 31, 2005 reflect changes in
applicable market conditions as well as a $60.9 million
increase due to the refinancing of Nextel Mexicos
syndicated loan. The amount of our forecasted hedge agreements
as of September 30, 2006 represents our 2006 foreign
currency hedges. All of the information in the table is
presented in U.S. dollar equivalents, which is our
reporting currency. The actual cash flows associated with our
long-term debt are denominated in U.S. dollars (US$),
Mexican pesos (MP) and Brazilian reais (BR).
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year of Maturity
|
|
|
September 30, 2006
|
|
|
December 31, 2005
|
|
|
|
1 Year
|
|
|
2 Years
|
|
|
3 Years
|
|
|
4 Years
|
|
|
5 Years
|
|
|
Thereafter
|
|
|
Total
|
|
|
Fair Value
|
|
|
Total
|
|
|
Fair Value
|
|
|
|
(dollars in thousands)
|
|
|
Long-Term Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed Rate (US$)
|
|
$
|
1,252
|
|
|
$
|
1,517
|
|
|
$
|
1,793
|
|
|
$
|
1,885
|
|
|
$
|
1,899
|
|
|
$
|
761,528
|
|
|
$
|
769,874
|
|
|
$
|
1,675,015
|
|
|
$
|
770,950
|
|
|
$
|
1,301,140
|
|
Average Interest Rate
|
|
|
10.0
|
%
|
|
|
10.0
|
%
|
|
|
10.0
|
%
|
|
|
10.0
|
%
|
|
|
10.0
|
%
|
|
|
3.1
|
%
|
|
|
3.2
|
%
|
|
|
|
|
|
|
3.2
|
%
|
|
|
|
|
Fixed Rate (MP)
|
|
$
|
11,659
|
|
|
$
|
26,515
|
|
|
$
|
39,671
|
|
|
$
|
22,438
|
|
|
$
|
5,340
|
|
|
$
|
77,848
|
|
|
$
|
183,471
|
|
|
$
|
183,471
|
|
|
$
|
182,848
|
|
|
$
|
182,848
|
|
Average Interest Rate
|
|
|
12.7
|
%
|
|
|
12.1
|
%
|
|
|
11.9
|
%
|
|
|
12.6
|
%
|
|
|
17.3
|
%
|
|
|
17.2
|
%
|
|
|
14.6
|
%
|
|
|
|
|
|
|
15.3
|
%
|
|
|
|
|
Fixed Rate (BR)
|
|
$
|
895
|
|
|
$
|
1,156
|
|
|
$
|
3,019
|
|
|
$
|
3,458
|
|
|
$
|
4,031
|
|
|
$
|
57,101
|
|
|
$
|
69,660
|
|
|
$
|
69,660
|
|
|
$
|
58,196
|
|
|
$
|
58,196
|
|
Average Interest Rate
|
|
|
27.8
|
%
|
|
|
27.8
|
%
|
|
|
19.8
|
%
|
|
|
20.8
|
%
|
|
|
21.8
|
%
|
|
|
26.3
|
%
|
|
|
25.6
|
%
|
|
|
|
|
|
|
26.2
|
%
|
|
|
|
|
Variable Rate (US$)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
156,600
|
|
|
$
|
|
|
|
$
|
156,600
|
|
|
$
|
156,600
|
|
|
$
|
129,000
|
|
|
$
|
129,000
|
|
Average Interest Rate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6.8
|
%
|
|
|
|
|
|
|
6.8
|
%
|
|
|
|
|
|
|
6.8
|
%
|
|
|
|
|
Variable Rate (MP)
|
|
$
|
6,166
|
|
|
$
|
16,030
|
|
|
$
|
24,662
|
|
|
$
|
12,331
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
59,189
|
|
|
$
|
59,189
|
|
|
$
|
31,964
|
|
|
$
|
31,964
|
|
Average Interest Rate
|
|
|
8.5
|
%
|
|
|
8.5
|
%
|
|
|
8.5
|
%
|
|
|
8.5
|
%
|
|
|
|
|
|
|
|
|
|
|
8.5
|
%
|
|
|
|
|
|
|
11.1
|
%
|
|
|
|
|
Forecasted Hedge
Agreements:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchased call options
|
|
$
|
48,104
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
48,104
|
|
|
$
|
244
|
|
|
$
|
181,426
|
|
|
$
|
2,016
|
|
Written put options
|
|
$
|
48,104
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
48,104
|
|
|
$
|
(73
|
)
|
|
$
|
181,426
|
|
|
$
|
(2,250
|
)
|
Interest Rate
Swap:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variable to Fixed
|
|
$
|
3,128
|
|
|
$
|
8,131
|
|
|
$
|
12,510
|
|
|
$
|
6,255
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
30,024
|
|
|
$
|
(1,265
|
)
|
|
$
|
31,964
|
|
|
$
|
(1,174
|
)
|
Average Pay Rate
|
|
|
10.83
|
%
|
|
|
10.83
|
%
|
|
|
10.83
|
%
|
|
|
10.83
|
%
|
|
|
|
|
|
|
|
|
|
|
10.83
|
%
|
|
|
|
|
|
|
11.95
|
%
|
|
|
|
|
Average Receive Rate
|
|
|
8.48
|
%
|
|
|
8.48
|
%
|
|
|
8.48
|
%
|
|
|
8.48
|
%
|
|
|
|
|
|
|
|
|
|
|
8.48
|
%
|
|
|
|
|
|
|
11.13
|
%
|
|
|
|
|
|
|
Item 4.
|
Controls
and Procedures.
|
We maintain disclosure controls and procedures that are designed
to ensure that information required to be disclosed by us in the
reports that we file or submit under the Securities Exchange Act
of 1934 is recorded, processed, summarized and reported within
the time periods required by the Securities and Exchange
Commission and that such information is accumulated and
communicated to management to allow timely decisions regarding
required disclosure.
As of the end of the period covered in this report, an
evaluation of the effectiveness of the design and operation of
our disclosure controls and procedures was carried out under the
supervision and with the participation of our management teams
in the United States and in our operating companies, including
our chief executive officer and
63
chief financial officer. This evaluation included the item
described in managements report on internal control over
financial reporting included in Item 9A of our 2005 annual
report on
Form 10-K.
Based on and as of the date of such evaluation and as a result
of the material weakness described below, our chief executive
officer and chief financial officer concluded that our
disclosure controls and procedures were not effective.
In light of the material weakness described below, we performed
additional analysis and other post-closing procedures to ensure
our consolidated financial statements are prepared in accordance
with generally accepted accounting principles. Accordingly,
management believes that the financial statements included in
this report fairly present in all material respects our
financial condition, results of operations and cash flows for
the periods presented.
We did not maintain effective controls over the completeness and
accuracy of the income tax provision and the related balance
sheet accounts and note disclosures. Specifically, our controls
over the processes and procedures related to the determination
and review of the quarterly tax provisions were not adequate to
ensure that the income tax provision was prepared in accordance
with generally accepted accounting principles. This control
deficiency, which continues to exist as of September 30,
2006, resulted in audit adjustments to the 2005 consolidated
financial statements. Additionally, this control deficiency
could result in a misstatement of the income tax provision and
the related balance sheet accounts and note disclosures that
would result in a material misstatement to our interim
consolidated financial statements that would not be prevented or
detected. Accordingly, management determined that this control
deficiency constitutes a material weakness.
Changes
in Internal Control over Financial Reporting
During the nine months ended September 30, 2006, we
implemented Hyperion Financial Management at our corporate
headquarters and in each of our markets in Mexico, Brazil,
Argentina and Peru as a tool to support our accounting
consolidation and external reporting processes. These changes
will reduce the need for manual spreadsheets and facilitate our
workflow thus allowing more time for analysis. We have realigned
our teams and have trained them to adapt the new processes and
controls. As a direct result, we have been updating our key
control activities documentation related to our compliance with
Section 404 of the Sarbanes-Oxley Act.
We have also continued to work on a number of initiatives to
remediate the material weakness related to the calculation of
the income tax provision and related balance sheet accounts,
including the following:
|
|
|
|
|
We completed our hiring plan at our corporate headquarters,
which included the hiring of three senior tax managers
experienced in income tax accounting under U.S. GAAP and
taxation of multinational corporations and three additional
income tax specialists with broad experience in tax and finance;
|
|
|
|
We continue to train our recently hired
U.S.-based
individuals with regard to controls surrounding the calculation
of the income tax provision and related accounts;
|
|
|
|
We are maintaining our on-going training program to deepen and
broaden the understanding of U.S. GAAP income tax provision
calculation procedures in our foreign subsidiaries;
|
|
|
|
We have evaluated our quarterly procedures, and reallocated the
ownership of some of those controls between headquarters and our
foreign markets to increase the effectiveness of those
procedures; and
|
|
|
|
We continue to work with a third party tax advisor to perform
detailed reviews of the income tax calculations as a means to
both improve the accuracy of our income tax calculations and
assess the effectiveness of the control procedures being
performed by our own employees.
|
No other changes have been identified that would have materially
affected, or are likely to materially affect, our internal
control over financial reporting.
64
PART II
OTHER INFORMATION
|
|
Item 1.
|
Legal
Proceedings.
|
We are subject to claims and legal actions that may arise in the
ordinary course of business. We do not believe that any of these
pending claims or legal actions will have a material effect on
our business, financial condition, results of operations or cash
flows.
For information on our various loss contingencies, see
Note 7 to our condensed consolidated financial statements
above.
There have been no material changes in our risk factors from
those disclosed in our 2005 annual report on
Form 10-K.
|
|
|
|
|
Exhibit
|
|
|
Number
|
|
Exhibit Description
|
|
|
10
|
.1
|
|
Amendment Number Three to the
Subscriber Unit Purchase Agreement, dated September 28,
2006, by and between NII Holdings, Inc. and Motorola, Inc.
(filed herewith) (portions of this exhibit have been omitted
pursuant to a request for confidential treatment).
|
|
10
|
.2
|
|
Form of Amendment 007A to the iDEN
Infrastructure Equipment Supply Agreement, dated
September 28, 2006, between NII Holdings, Inc., Motorola,
Inc. and each of Nextel Communications Argentina, S.A., Nextel
Telecomunicacoes, Ltda., Centennial Cayman Corp. Chile, S.A.,
Comunicaciones Nextel de Mexico, S.A. de C.V. and Nextel del
Peru, S.A. (filed herewith) (portions of this exhibit have been
omitted pursuant to a request for confidential treatment).
|
|
12
|
.1
|
|
Ratio of Earnings to Fixed Charges.
|
|
31
|
.1
|
|
Statement of Chief Executive
Officer Pursuant to
Rule 13a-14(a).
|
|
31
|
.2
|
|
Statement of Chief Financial
Officer Pursuant to
Rule 13a-14(a).
|
|
32
|
.1
|
|
Statement of Chief Executive
Officer Pursuant to 18 U.S.C. Section 1350.
|
|
32
|
.2
|
|
Statement of Chief Financial
Officer Pursuant to 18 U.S.C. Section 1350.
|
65
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
|
|
|
|
By:
|
/s/ DANIEL
E. FREIMAN
|
Daniel E. Freiman
Vice President and Controller
(on behalf of the registrant and as
chief accounting officer)
Date: November 6, 2006
66
EXHIBIT INDEX
|
|
|
|
|
Exhibit
|
|
|
Number
|
|
Exhibit Description
|
|
|
10
|
.1
|
|
Amendment Number Three to the
Subscriber Unit Purchase Agreement, dated September 28,
2006, by and between NII Holdings, Inc. and Motorola, Inc.
(filed herewith) (portions of this exhibit have been omitted
pursuant to a request for confidential treatment).
|
|
10
|
.2
|
|
Form of Amendment 007A to the iDEN
Infrastructure Equipment Supply Agreement, dated
September 28, 2006, between NII Holdings, Inc., Motorola,
Inc. and each of Nextel Communications Argentina, S.A., Nextel
Telecomunicacoes, Ltda., Centennial Cayman Corp. Chile, S.A.,
Comunicaciones Nextel de Mexico, S.A. de C.V. and Nextel del
Peru, S.A. (filed herewith) (portions of this exhibit have been
omitted pursuant to a request for confidential treatment).
|
|
12
|
.1
|
|
Ratio of Earnings to Fixed Charges.
|
|
31
|
.1
|
|
Statement of Chief Executive
Officer Pursuant to
Rule 13a-14(a).
|
|
31
|
.2
|
|
Statement of Chief Financial
Officer Pursuant to
Rule 13a-14(a).
|
|
32
|
.1
|
|
Statement of Chief Executive
Officer Pursuant to 18 U.S.C. Section 1350.
|
|
32
|
.2
|
|
Statement of Chief Financial
Officer Pursuant to 18 U.S.C. Section 1350.
|
67