e10vq
UNITED STATES
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, 2007
|
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
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|
20191
|
(Address of Principal Executive
Offices)
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|
(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 1, 2007
|
|
Common Stock, $0.001 par value per share
|
|
173,218,233
|
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,
|
|
|
|
2007
|
|
|
2006
|
|
|
ASSETS
|
Current assets
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
1,545,403
|
|
|
$
|
708,591
|
|
Accounts receivable, less allowance for doubtful accounts of
$19,432 and $15,928
|
|
|
407,825
|
|
|
|
298,470
|
|
Handset and accessory inventory
|
|
|
110,566
|
|
|
|
70,247
|
|
Deferred income taxes, net
|
|
|
84,313
|
|
|
|
60,450
|
|
Prepaid expenses and other
|
|
|
98,247
|
|
|
|
71,376
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
2,246,354
|
|
|
|
1,209,134
|
|
Property, plant and equipment, net of accumulated
depreciation of $691,243 and $474,520
|
|
|
1,709,258
|
|
|
|
1,389,150
|
|
Intangible assets, net
|
|
|
409,504
|
|
|
|
369,196
|
|
Deferred income taxes, net
|
|
|
133,163
|
|
|
|
186,867
|
|
Other assets
|
|
|
226,358
|
|
|
|
143,331
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
4,724,637
|
|
|
$
|
3,297,678
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY
|
Current liabilities
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
94,724
|
|
|
$
|
107,687
|
|
Accrued expenses and other
|
|
|
404,208
|
|
|
|
342,465
|
|
Deferred revenues
|
|
|
102,378
|
|
|
|
83,952
|
|
Accrued interest
|
|
|
18,036
|
|
|
|
11,703
|
|
Current portion of long-term debt
|
|
|
48,342
|
|
|
|
23,294
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
667,688
|
|
|
|
569,101
|
|
Long-term debt
|
|
|
2,032,872
|
|
|
|
1,134,387
|
|
Deferred revenues
|
|
|
33,693
|
|
|
|
36,156
|
|
Deferred credits
|
|
|
105,205
|
|
|
|
110,033
|
|
Other long-term liabilities
|
|
|
123,668
|
|
|
|
101,521
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
2,963,126
|
|
|
|
1,951,198
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies (Note 5)
|
|
|
|
|
|
|
|
|
Stockholders equity
|
|
|
|
|
|
|
|
|
Undesignated preferred stock, par value $0.001,
10,000 shares authorized, no shares issued or
outstanding 2007 and 2006
|
|
|
|
|
|
|
|
|
Common stock, par value $0.001, 600,000 shares
authorized 2007 and 2006, 173,215 shares issued
and outstanding 2007, 161,814 shares issued and
outstanding 2006
|
|
|
173
|
|
|
|
162
|
|
Paid-in capital
|
|
|
839,442
|
|
|
|
723,644
|
|
Retained earnings
|
|
|
875,291
|
|
|
|
630,538
|
|
Accumulated other comprehensive income (loss)
|
|
|
46,605
|
|
|
|
(7,864
|
)
|
|
|
|
|
|
|
|
|
|
Total stockholders equity
|
|
|
1,761,511
|
|
|
|
1,346,480
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity
|
|
$
|
4,724,637
|
|
|
$
|
3,297,678
|
|
|
|
|
|
|
|
|
|
|
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,
|
|
|
|
2007
|
|
|
2006
|
|
|
2007
|
|
|
2006
|
|
|
Operating revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service and other revenues
|
|
$
|
2,275,370
|
|
|
$
|
1,630,291
|
|
|
$
|
826,006
|
|
|
$
|
590,086
|
|
Digital handset and accessory revenues
|
|
|
76,826
|
|
|
|
69,995
|
|
|
|
26,917
|
|
|
|
25,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,352,196
|
|
|
|
1,700,286
|
|
|
|
852,923
|
|
|
|
615,586
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of service (exclusive of depreciation and amortization
included below)
|
|
|
630,253
|
|
|
|
438,724
|
|
|
|
231,313
|
|
|
|
159,562
|
|
Cost of digital handsets and accessories
|
|
|
300,182
|
|
|
|
228,957
|
|
|
|
104,370
|
|
|
|
88,801
|
|
Selling, general and administrative
|
|
|
771,508
|
|
|
|
566,196
|
|
|
|
282,060
|
|
|
|
209,206
|
|
Depreciation
|
|
|
209,877
|
|
|
|
132,655
|
|
|
|
73,552
|
|
|
|
50,771
|
|
Amortization
|
|
|
7,040
|
|
|
|
4,443
|
|
|
|
3,669
|
|
|
|
1,631
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,918,860
|
|
|
|
1,370,975
|
|
|
|
694,964
|
|
|
|
509,971
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
433,336
|
|
|
|
329,311
|
|
|
|
157,959
|
|
|
|
105,615
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net
|
|
|
(89,592
|
)
|
|
|
(66,103
|
)
|
|
|
(35,610
|
)
|
|
|
(23,656
|
)
|
Interest income
|
|
|
48,996
|
|
|
|
38,997
|
|
|
|
23,838
|
|
|
|
13,259
|
|
Foreign currency transaction gains (losses), net
|
|
|
12,637
|
|
|
|
(801
|
)
|
|
|
6,838
|
|
|
|
2,682
|
|
Debt conversion expense
|
|
|
(26,455
|
)
|
|
|
|
|
|
|
(26,455
|
)
|
|
|
|
|
Other expense, net
|
|
|
(986
|
)
|
|
|
(7,275
|
)
|
|
|
(1,619
|
)
|
|
|
(1,687
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(55,400
|
)
|
|
|
(35,182
|
)
|
|
|
(33,008
|
)
|
|
|
(9,402
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income tax provision
|
|
|
377,936
|
|
|
|
294,129
|
|
|
|
124,951
|
|
|
|
96,213
|
|
Income tax provision
|
|
|
(128,026
|
)
|
|
|
(107,540
|
)
|
|
|
(43,285
|
)
|
|
|
(30,525
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
249,910
|
|
|
$
|
186,589
|
|
|
$
|
81,666
|
|
|
$
|
65,688
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income, per common share, basic
|
|
$
|
1.52
|
|
|
$
|
1.22
|
|
|
$
|
0.48
|
|
|
$
|
0.43
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income, per common share, diluted
|
|
$
|
1.40
|
|
|
$
|
1.08
|
|
|
$
|
0.46
|
|
|
$
|
0.38
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding,
basic
|
|
|
164,942
|
|
|
|
153,403
|
|
|
|
170,000
|
|
|
|
154,524
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding,
diluted
|
|
|
185,098
|
|
|
|
183,839
|
|
|
|
183,621
|
|
|
|
184,319
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income, net of income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment
|
|
$
|
53,544
|
|
|
$
|
(4,193
|
)
|
|
$
|
11,454
|
|
|
$
|
23,390
|
|
Reclassification for losses on derivatives included in other
expense, net
|
|
|
456
|
|
|
|
1,671
|
|
|
|
60
|
|
|
|
257
|
|
Unrealized gains (losses) on derivatives, net
|
|
|
469
|
|
|
|
42
|
|
|
|
109
|
|
|
|
(1,663
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss)
|
|
|
54,469
|
|
|
|
(2,480
|
)
|
|
|
11,623
|
|
|
|
21,984
|
|
Net income
|
|
|
249,910
|
|
|
|
186,589
|
|
|
|
81,666
|
|
|
|
65,688
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income
|
|
$
|
304,379
|
|
|
$
|
184,109
|
|
|
$
|
93,289
|
|
|
$
|
87,672
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these condensed
consolidated financial statements.
3
NII
HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN
STOCKHOLDERS EQUITY
For the Nine Months Ended September 30, 2007
(in thousands)
Unaudited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
Total
|
|
|
|
Common Stock
|
|
|
Paid-in
|
|
|
Retained
|
|
|
Comprehensive
|
|
|
Stockholders
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Earnings
|
|
|
(Loss) Income
|
|
|
Equity
|
|
|
Balance, January 1, 2007
|
|
|
161,814
|
|
|
$
|
162
|
|
|
$
|
723,644
|
|
|
$
|
630,538
|
|
|
$
|
(7,864
|
)
|
|
$
|
1,346,480
|
|
Cumulative effect of adopting FIN 48
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,157
|
)
|
|
|
|
|
|
|
(5,157
|
)
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
249,910
|
|
|
|
|
|
|
|
249,910
|
|
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
54,469
|
|
|
|
54,469
|
|
Conversion of 2.75% notes and 2.875% notes to common
stock
|
|
|
11,268
|
|
|
|
11
|
|
|
|
295,649
|
|
|
|
|
|
|
|
|
|
|
|
295,660
|
|
Repurchase of common stock
|
|
|
(4,044
|
)
|
|
|
(4
|
)
|
|
|
(329,976
|
)
|
|
|
|
|
|
|
|
|
|
|
(329,980
|
)
|
Reversal of deferred tax asset valuation allowances
|
|
|
|
|
|
|
|
|
|
|
1,728
|
|
|
|
|
|
|
|
|
|
|
|
1,728
|
|
Share-based payment expense for equity-based awards
|
|
|
|
|
|
|
|
|
|
|
50,674
|
|
|
|
|
|
|
|
|
|
|
|
50,674
|
|
Exercise of stock options
|
|
|
4,177
|
|
|
|
4
|
|
|
|
89,606
|
|
|
|
|
|
|
|
|
|
|
|
89,610
|
|
Tax benefit on exercise of stock options
|
|
|
|
|
|
|
|
|
|
|
(1,266
|
)
|
|
|
|
|
|
|
|
|
|
|
(1,266
|
)
|
Tax benefit of prior periods stock option exercises
|
|
|
|
|
|
|
|
|
|
|
9,383
|
|
|
|
|
|
|
|
|
|
|
|
9,383
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, September 30, 2007
|
|
|
173,215
|
|
|
$
|
173
|
|
|
$
|
839,442
|
|
|
$
|
875,291
|
|
|
$
|
46,605
|
|
|
$
|
1,761,511
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
(in
thousands)
Unaudited
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30,
|
|
|
|
2007
|
|
|
2006
|
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
249,910
|
|
|
$
|
186,589
|
|
Adjustments to reconcile net income to net cash provided by
operating activities:
|
|
|
|
|
|
|
|
|
Amortization of debt financing costs
|
|
|
4,683
|
|
|
|
3,535
|
|
Depreciation and amortization
|
|
|
216,917
|
|
|
|
137,098
|
|
Provision for losses on accounts receivable
|
|
|
33,199
|
|
|
|
21,783
|
|
Foreign currency transaction (gains) losses, net
|
|
|
(12,637
|
)
|
|
|
801
|
|
Deferred income tax provision
|
|
|
31,336
|
|
|
|
32,788
|
|
Utilization of deferred credit
|
|
|
(5,031
|
)
|
|
|
(5,982
|
)
|
Share-based payment expense
|
|
|
51,159
|
|
|
|
30,375
|
|
Excess tax benefit from share-based payment
|
|
|
|
|
|
|
(17,596
|
)
|
Accretion of asset retirement obligations
|
|
|
4,271
|
|
|
|
2,898
|
|
Other, net
|
|
|
(1,562
|
)
|
|
|
4,765
|
|
Change in assets and liabilities:
|
|
|
|
|
|
|
|
|
Accounts receivable, gross
|
|
|
(129,059
|
)
|
|
|
(77,451
|
)
|
Handset and accessory inventory
|
|
|
(39,435
|
)
|
|
|
(18,630
|
)
|
Prepaid expenses and other
|
|
|
(24,171
|
)
|
|
|
(26,649
|
)
|
Other long-term assets
|
|
|
(38,679
|
)
|
|
|
(15,779
|
)
|
Accounts payable, accrued expenses and other
|
|
|
98,017
|
|
|
|
42,006
|
|
Current deferred revenue
|
|
|
15,455
|
|
|
|
15,309
|
|
Other long-term liabilities
|
|
|
822
|
|
|
|
2,328
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
455,195
|
|
|
|
318,188
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
Capital expenditures
|
|
|
(499,748
|
)
|
|
|
(424,085
|
)
|
Payments for acquisitions, purchases of licenses and other
|
|
|
(44,180
|
)
|
|
|
(3,197
|
)
|
Transfers to restricted cash
|
|
|
(12,259
|
)
|
|
|
(205,295
|
)
|
Proceeds from maturities of short-term investments
|
|
|
|
|
|
|
7,371
|
|
Other
|
|
|
1,568
|
|
|
|
779
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(554,619
|
)
|
|
|
(624,427
|
)
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
Proceeds from issuance of convertible notes
|
|
|
1,200,000
|
|
|
|
|
|
Payments to repurchase common stock
|
|
|
(329,980
|
)
|
|
|
|
|
Proceeds from stock option exercises
|
|
|
89,610
|
|
|
|
49,254
|
|
Borrowings under syndicated loan facility
|
|
|
|
|
|
|
60,885
|
|
Repayments under syndicated loan facility
|
|
|
(9,152
|
)
|
|
|
(9,941
|
)
|
Payment of debt financing costs
|
|
|
(23,090
|
)
|
|
|
(2,668
|
)
|
Gross proceeds from tower financing transactions
|
|
|
13,213
|
|
|
|
4,683
|
|
Repayments under software financing
|
|
|
|
|
|
|
(13,375
|
)
|
Repayments under capital leases and tower financing transactions
|
|
|
(4,014
|
)
|
|
|
(3,082
|
)
|
Excess tax benefit from share-based payment
|
|
|
|
|
|
|
17,596
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities
|
|
|
936,587
|
|
|
|
103,352
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and cash
equivalents
|
|
|
(351
|
)
|
|
|
(6,394
|
)
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
836,812
|
|
|
|
(209,281
|
)
|
Cash and cash equivalents, beginning of period
|
|
|
708,591
|
|
|
|
877,536
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of period
|
|
$
|
1,545,403
|
|
|
$
|
668,255
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these condensed
consolidated financial statements.
5
NII
HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
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 2006 annual report on
Form 10-K
and our quarterly reports on
Form 10-Q
for the quarters ended March 31, 2007 and June 30,
2007. You should not expect results of operations for interim
periods to be an indication of the results for a full year.
Accumulated Other Comprehensive Income
(Loss). The components of our accumulated
other comprehensive income (loss), net of taxes, are as follows:
|
|
|
|
|
|
|
|
|
|
|
September 30,
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(in thousands)
|
|
|
Cumulative foreign currency translation adjustment
|
|
$
|
48,624
|
|
|
$
|
(4,920
|
)
|
Unrealized losses on derivatives
|
|
|
(2,019
|
)
|
|
|
(2,944
|
)
|
|
|
|
|
|
|
|
|
|
|
|
$
|
46,605
|
|
|
$
|
(7,864
|
)
|
|
|
|
|
|
|
|
|
|
Supplemental
Cash Flow Information.
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
|
|
|
|
September 30,
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(in thousands)
|
|
|
Capital expenditures
|
|
|
|
|
|
|
|
|
Cash paid for capital expenditures, including capitalized
interest
|
|
$
|
499,748
|
|
|
$
|
424,085
|
|
Changes in capital expenditures accrued and unpaid or financed
|
|
|
(33,817
|
)
|
|
|
37,721
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
465,931
|
|
|
$
|
461,806
|
|
|
|
|
|
|
|
|
|
|
Interest costs
|
|
|
|
|
|
|
|
|
Interest expense
|
|
$
|
89,592
|
|
|
$
|
66,103
|
|
Interest capitalized
|
|
|
4,266
|
|
|
|
10,760
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
93,858
|
|
|
$
|
76,863
|
|
|
|
|
|
|
|
|
|
|
Cash paid for interest, net of amounts capitalized
|
|
$
|
60,191
|
|
|
$
|
49,013
|
|
|
|
|
|
|
|
|
|
|
Cash paid for income taxes
|
|
$
|
94,930
|
|
|
$
|
64,098
|
|
|
|
|
|
|
|
|
|
|
For the nine months ended September 30, 2007 and 2006, we
had $12.0 million and $11.3 million, respectively, in
non-cash financing activities related to co-location capital
lease obligations on our communication towers.
Net Income Per Common Share, Basic and
Diluted. Basic net income per common share
includes no dilution and is computed by dividing 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.
6
NII
HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
As presented for the nine and three months ended
September 30, 2007, 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 2.875% convertible notes and our 2.75%
convertible notes. We did not include the common shares
resulting from the potential conversion of our 3.125%
convertible notes that we issued in the second quarter of 2007,
since their effect would have been antidilutive to our net
income per share.
As presented for the nine and three months ended
September 30, 2006, 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.
As discussed in Note 4, on July 25, 2007, we accepted
the tender of 99.99% of the $300.0 million in outstanding
principal amount of our 2.875% convertible notes under a tender
offer that expired on July 23, 2007, resulting in the
issuance of 11,268,103 shares of our common stock. The
completion of the tender offer resulted in a higher weighted
average share count for basic net income per share for the nine
and three months ended September 30, 2007, but had no
effect on the number of diluted shares.
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, 2007 and 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, 2007
|
|
|
Nine Months Ended September 30, 2006
|
|
|
|
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
|
|
$
|
249,910
|
|
|
|
164,942
|
|
|
$
|
1.52
|
|
|
$
|
186,589
|
|
|
|
153,403
|
|
|
$
|
1.22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options
|
|
|
|
|
|
|
4,051
|
|
|
|
|
|
|
|
|
|
|
|
4,477
|
|
|
|
|
|
Restricted stock
|
|
|
|
|
|
|
612
|
|
|
|
|
|
|
|
|
|
|
|
842
|
|
|
|
|
|
Convertible notes, net of capitalized interest and taxes
|
|
|
8,781
|
|
|
|
15,493
|
|
|
|
|
|
|
|
11,389
|
|
|
|
25,117
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net income per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
258,691
|
|
|
|
185,098
|
|
|
$
|
1.40
|
|
|
$
|
197,978
|
|
|
|
183,839
|
|
|
$
|
1.08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7
NII
HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, 2007
|
|
|
Three Months Ended September 30, 2006
|
|
|
|
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
|
|
$
|
81,666
|
|
|
|
170,000
|
|
|
$
|
0.48
|
|
|
$
|
65,688
|
|
|
|
154,524
|
|
|
$
|
0.43
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options
|
|
|
|
|
|
|
3,268
|
|
|
|
|
|
|
|
|
|
|
|
3,885
|
|
|
|
|
|
Restricted stock
|
|
|
|
|
|
|
301
|
|
|
|
|
|
|
|
|
|
|
|
800
|
|
|
|
|
|
Convertible notes, net of capitalized interest and taxes
|
|
|
2,126
|
|
|
|
10,052
|
|
|
|
|
|
|
|
4,013
|
|
|
|
25,110
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net income per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
83,792
|
|
|
|
183,621
|
|
|
$
|
0.46
|
|
|
$
|
69,701
|
|
|
|
184,319
|
|
|
$
|
0.38
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase of Common Stock. In May
2007, our Board of Directors authorized a program to repurchase
shares of our common stock for cash. The Board approved the
repurchase of shares having an aggregate market value of up to
$500.0 million, depending on market conditions and other
factors. As of September 30, 2007, we have repurchased a
total of 4,043,725 shares of our common stock for
$330.0 million. We did not repurchase any shares during the
three months ended September 30, 2007; however, as of
November 6, 2007, we have repurchased an additional
665,750 shares for approximately $38.0 million since
September 30, 2007. We treat purchases under this program
as effective retirements of the purchased shares and therefore
reduce our reported shares issued and outstanding by the number
of shares repurchased. In addition, we record the excess of the
purchase price over the par value of the common stock as a
reduction to paid-in capital.
Reclassifications. We have reclassified
certain prior year amounts in our unaudited condensed
consolidated financial statements to conform to our current year
presentation. These reclassifications did not have a material
impact on previously reported balances.
New Accounting Pronouncements. In June
2006, the Financial Accounting Standards Board, or 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
currently disclose our policy with regard to these types of
taxes in our revenue recognition policy; however, we do not
consider the amounts of these taxes significant for disclosure.
Therefore, the adoption of
EITF 06-3
did not have a material impact on our consolidated financial
statements.
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 beginning
January 1, 2007. FIN 48 provides that the financial
statement effects of an income tax position can only be
recognized 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 is required to be reported as an
adjustment to the opening balance of retained earnings for that
fiscal year. Our adoption of FIN 48 in the first quarter of
2007 resulted in a $5.2 million decrease to our retained
earnings. See Note 6 for more information.
8
NII
HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
In September 2006, the FASB issued Statement of Financial
Accounting Standards, or 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 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 February 2007, the FASB issued SFAS No. 159,
The Fair Value Option for Financial Assets and Financial
Liabilities, Including an Amendment of FASB Statement
No. 115. SFAS No. 159 permits entities to
choose to measure many financial instruments and certain other
items at fair value that are not currently required to be
measured at fair value. Unrealized gains and losses on items for
which the fair value option has been elected are reported in
earnings. SFAS No. 159 does not affect any existing
accounting literature that requires certain assets and
liabilities to be carried at fair value. SFAS No. 159
is effective for fiscal years beginning after November 15,
2007. We are currently evaluating the impact that
SFAS No. 159 may have on our consolidated financial
statements.
|
|
Note 2.
|
Supplemental
Balance Sheet Information
|
Prepaid
Expenses and Other.
The components are as follows:
|
|
|
|
|
|
|
|
|
|
|
September 30,
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(in thousands)
|
|
|
Short-term value added tax receivables
|
|
$
|
25,037
|
|
|
$
|
14,813
|
|
Commissions
|
|
|
12,142
|
|
|
|
16,164
|
|
Local taxes
|
|
|
7,610
|
|
|
|
4,630
|
|
Short-term advances to suppliers
|
|
|
7,535
|
|
|
|
4,793
|
|
Advertising
|
|
|
6,394
|
|
|
|
70
|
|
Insurance claims
|
|
|
6,221
|
|
|
|
3,193
|
|
General prepaid expenses
|
|
|
5,448
|
|
|
|
4,337
|
|
Rent
|
|
|
5,008
|
|
|
|
4,172
|
|
Spectrum fees
|
|
|
4,516
|
|
|
|
3,773
|
|
Maintenance
|
|
|
4,100
|
|
|
|
3,112
|
|
Interest receivable
|
|
|
3,243
|
|
|
|
527
|
|
Insurance
|
|
|
2,096
|
|
|
|
5,767
|
|
Other assets
|
|
|
8,897
|
|
|
|
6,025
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
98,247
|
|
|
$
|
71,376
|
|
|
|
|
|
|
|
|
|
|
9
NII
HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Other
Assets.
The components are as follows:
|
|
|
|
|
|
|
|
|
|
|
September 30,
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(in thousands)
|
|
|
Long-term value added tax receivables
|
|
$
|
95,293
|
|
|
$
|
66,931
|
|
Deposits and restricted cash
|
|
|
40,324
|
|
|
|
20,983
|
|
Deferred financing costs
|
|
|
36,277
|
|
|
|
17,304
|
|
Long-term advances to suppliers
|
|
|
27,289
|
|
|
|
14,516
|
|
Income tax receivable
|
|
|
15,933
|
|
|
|
15,996
|
|
Handsets under operating leases
|
|
|
7,706
|
|
|
|
5,970
|
|
Other
|
|
|
3,536
|
|
|
|
1,631
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
226,358
|
|
|
$
|
143,331
|
|
|
|
|
|
|
|
|
|
|
The long-term value added tax receivables balances presented
above are primarily comprised of value added taxes paid by
Nextel Brazil on capital expenditures and handset purchases.
Under Brazilian regulations, Nextel Brazil will recover these
amounts over a four-year period.
As of September 30, 2007, the deposits balance includes
$11.3 million paid into an escrow account by Nextel Peru
under an agreement that provides for the purchase of 54 MHz
of 2.5 GHz spectrum throughout greater Lima. The completion
of this purchase is conditioned upon receipt of necessary
regulatory approvals.
As of September 30, 2007, the deferred financing costs
balance includes $21.4 million related to the issuance of
our 3.125% convertible notes in the second quarter of 2007. See
Note 4 for more information.
As of September 30, 2007 and December 31, 2006, the
long-term advances to suppliers balances include
$20.1 million and $2.6 million, respectively, that
Nextel Mexico prepaid in accordance with the terms of a
commercial agreement with Telmex that was entered into in the
first quarter of 2006 under which Nextel Mexico receives
telecommunications services.
10
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,
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(in thousands)
|
|
|
Payroll related items and commissions
|
|
$
|
75,849
|
|
|
$
|
55,654
|
|
Network system and information technology
|
|
|
56,316
|
|
|
|
46,741
|
|
Capital expenditures
|
|
|
49,247
|
|
|
|
81,839
|
|
Non-income based taxes
|
|
|
40,223
|
|
|
|
30,430
|
|
Customer deposits
|
|
|
39,972
|
|
|
|
31,044
|
|
Income taxes
|
|
|
27,085
|
|
|
|
16,774
|
|
Accrued contingencies
|
|
|
26,374
|
|
|
|
24,369
|
|
License fees
|
|
|
13,031
|
|
|
|
10,765
|
|
Professional fees
|
|
|
11,493
|
|
|
|
4,288
|
|
Deferred tax liability
|
|
|
9,520
|
|
|
|
7,756
|
|
Marketing
|
|
|
7,259
|
|
|
|
5,551
|
|
Insurance
|
|
|
6,531
|
|
|
|
3,163
|
|
Other
|
|
|
41,308
|
|
|
|
24,091
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
404,208
|
|
|
$
|
342,465
|
|
|
|
|
|
|
|
|
|
|
Deferred
Credits.
The components are as follows:
|
|
|
|
|
|
|
|
|
|
|
September 30,
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(in thousands)
|
|
|
Deferred income tax liability
|
|
$
|
89,191
|
|
|
$
|
88,886
|
|
Deferred credit from AOL Mexico acquisition
|
|
|
16,014
|
|
|
|
21,147
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
105,205
|
|
|
$
|
110,033
|
|
|
|
|
|
|
|
|
|
|
Other
Long-Term Liabilities.
The components are as follows:
|
|
|
|
|
|
|
|
|
|
|
September 30,
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(in thousands)
|
|
|
Accrued contingencies
|
|
$
|
58,056
|
|
|
$
|
61,516
|
|
Asset retirement obligations
|
|
|
37,320
|
|
|
|
29,297
|
|
Severance plan liability
|
|
|
7,212
|
|
|
|
6,468
|
|
Other
|
|
|
21,080
|
|
|
|
4,240
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
123,668
|
|
|
$
|
101,521
|
|
|
|
|
|
|
|
|
|
|
11
NII
HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
|
|
Note 3.
|
Intangible
Assets
|
Our intangible assets consist of our licenses, customer base and
trade name, all of which have finite useful lives, as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2007
|
|
|
December 31, 2006
|
|
|
|
Gross
|
|
|
|
|
|
Net
|
|
|
Gross
|
|
|
|
|
|
Net
|
|
|
|
Carrying
|
|
|
Accumulated
|
|
|
Carrying
|
|
|
Carrying
|
|
|
Accumulated
|
|
|
Carrying
|
|
|
|
Value
|
|
|
Amortization
|
|
|
Value
|
|
|
Value
|
|
|
Amortization
|
|
|
Value
|
|
|
|
(in thousands)
|
|
|
Amortizable intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Licenses
|
|
$
|
437,313
|
|
|
$
|
(27,809
|
)
|
|
$
|
409,504
|
|
|
$
|
389,526
|
|
|
$
|
(20,330
|
)
|
|
$
|
369,196
|
|
Customer base
|
|
|
42,364
|
|
|
|
(42,364
|
)
|
|
|
|
|
|
|
42,401
|
|
|
|
(42,401
|
)
|
|
|
|
|
Trade name and other
|
|
|
1,763
|
|
|
|
(1,763
|
)
|
|
|
|
|
|
|
1,664
|
|
|
|
(1,664
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total intangible assets
|
|
$
|
481,440
|
|
|
$
|
(71,936
|
)
|
|
$
|
409,504
|
|
|
$
|
433,591
|
|
|
$
|
(64,395
|
)
|
|
$
|
369,196
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Based solely on the carrying amount of amortizable intangible
assets existing as of September 30, 2007 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
|
|
|
2007
|
|
$
|
14,496
|
|
2008
|
|
|
30,161
|
|
2009
|
|
|
31,183
|
|
2010
|
|
|
31,183
|
|
2011
|
|
|
31,183
|
|
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. During the three months ended
September 30, 2007 and 2006, we did not acquire, dispose of
or write down any goodwill or intangible assets with indefinite
useful lives.
License
Acquisitions and Renewals
In January 2007, Nextel Brazil renewed 11,900 specialized mobile
radio channels of its 800 MHz spectrum licenses with
Brazils telecommunications regulatory agency, which is
known as Anatel, for a term of 15 years, beginning from the
respective expiration of each license. In connection with this
license renewal, Nextel Brazil paid $13.0 million to
Anatel, which will be amortized on a straight line basis over
the remaining license periods.
Nextel Mexico filed applications to renew approximately 30 of
its licenses, more than half of which have expired. Although
Nextel Mexico expects that these renewals will be granted, it
cannot guarantee the renewal of these licenses. If some or all
of these renewals are not granted, Nextel Mexico could
experience an adverse effect on its business.
In July 2007, Proinversion, the privatization agency in Peru,
awarded a nationwide license of 35 MHz of 1.9 GHz
spectrum to Nextel Peru for $27.0 million through an
auction process carried out by the Peruvian government. The
license has a term of 20 years. Nextel Peru will amortize
this license over its useful life of 20 years excluding
possible renewals. In addition, under a separate investment
stability agreement reached with the Peruvian government, we are
required to make cash contributions to Nextel Perus share
capital in the amount of
12
NII
HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
$150.0 million over the next five years, of which
$27.0 million has already been contributed. Under the terms
of the spectrum license, Nextel Peru is required to expand the
coverage of its network by adding 100 additional districts
within five years from the date the spectrum license was awarded.
The components are as follows:
|
|
|
|
|
|
|
|
|
|
|
September 30,
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(in thousands)
|
|
|
3.125% convertible notes due 2012
|
|
$
|
1,200,000
|
|
|
$
|
|
|
2.75% convertible notes due 2025
|
|
|
349,996
|
|
|
|
350,000
|
|
2.875% convertible notes due 2034
|
|
|
45
|
|
|
|
300,000
|
|
Mexico syndicated loan facility
|
|
|
287,860
|
|
|
|
297,577
|
|
Tower financing obligations
|
|
|
157,196
|
|
|
|
137,625
|
|
Capital lease obligations
|
|
|
73,827
|
|
|
|
62,669
|
|
Brazil spectrum license financing
|
|
|
12,250
|
|
|
|
9,770
|
|
Other
|
|
|
40
|
|
|
|
40
|
|
|
|
|
|
|
|
|
|
|
Total debt
|
|
|
2,081,214
|
|
|
|
1,157,681
|
|
Less: current portion
|
|
|
(48,342
|
)
|
|
|
(23,294
|
)
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,032,872
|
|
|
$
|
1,134,387
|
|
|
|
|
|
|
|
|
|
|
3.125% Convertible Notes. In May
2007, we privately placed $1,000.0 million aggregate
principal amount of 3.125% convertible notes due 2012, which we
refer to as the 3.125% notes. In addition, we granted the
initial purchaser an option to purchase up to an additional
$200.0 million principal amount of 3.125% notes, which
the initial purchaser exercised in full. As a result, we issued
a total of $1,200.0 million principal amount of the
3.125% notes for which we received total gross proceeds of
$1,200.0 million. We also incurred direct issuance costs of
$22.8 million, which we recorded as a deferred financing
cost that we will amortize into interest expense over the term
of the 3.125% notes.
The 3.125% notes bear interest at a rate of 3.125% per
annum on the principal amount of the notes, payable
semi-annually in arrears in cash on June 15 and December 15 of
each year, beginning December 15, 2007, and will mature on
June 15, 2012, when the entire principal balance of
$1,200.0 million will be due. In addition, and subject to
specified exceptions, the noteholders have the right to require
us to repurchase the notes at a repurchase price equal to 100%
of their principal amount, plus any accrued and unpaid interest
(including additional amounts, if any) up to, but excluding, the
repurchase date upon the occurrence of a fundamental change. The
3.125% notes are convertible into shares of our common
stock at a conversion rate of 8.4517 shares per $1,000
principal amount of notes, subject to adjustment, prior to the
close of business on the final maturity date under any of the
following circumstances:
|
|
|
|
|
during any fiscal quarter commencing after September 30,
2007, if the closing sale price of our common stock exceeds 120%
of the conversion price for at least 20 trading days in the 30
consecutive trading days ending on the last trading day of the
preceding fiscal quarter;
|
|
|
|
prior to May 15, 2012, during the five business day period
after any five consecutive trading day period in which the
trading price per note for each day of such period was less than
98% of the product of the closing sale price of our common stock
and the number of shares issuable upon conversion of $1,000
principal amount of notes;
|
|
|
|
at any time on or after May 15, 2012; or
|
13
NII
HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
|
|
|
|
|
upon the occurrence of specified corporate events.
|
We have the option to satisfy the conversion of the
3.125% notes in shares of our common stock, in cash or a
combination of both.
In accordance with the registration rights agreement that we
entered into in connection with the issuance of the
3.125% notes, during the third quarter of 2007, we prepared
and filed an automatic shelf registration statement with the SEC
registering the resale of the 3.125% notes and the shares
of our common stock into which the 3.125% notes are
convertible. The registration rights agreement requires us to
use our reasonable best efforts to keep the shelf registration
statement effective until certain events occur. If we fail to do
this, we are required to pay liquidated damages to recordholders
of the 3.125% notes or to issue additional shares of common
stock as follows:
|
|
|
|
|
pay interest accruing for each day in the specified damages
accrual period at a rate per annum equal to 0.5% of the
principal amount of the note; and
|
|
|
|
for any note that is submitted for conversion during the
specified damages accrual period, (i) pay on the settlement
date interest accruing for each day commencing on and including
the first day of the damages accrual period and ending on, but
excluding, the settlement date at a rate per annum equal to 0.5%
of the principal amount of the note and (ii) issue and
deliver for each $1,000 principal amount of notes submitted for
conversion additional shares of underlying common stock equal to
1% of the applicable conversion rate, except to the extent that
we elect to deliver cash upon conversion.
|
2.875% Convertible Notes. In July
2007, we accepted the tender of 99.99% of the
$300.0 million in outstanding principal amount of our
2.875% convertible notes under a tender offer that expired on
July 23, 2007. In connection with this tender offer, we
issued 11,268,103 shares of our common stock and paid to
the holders of the tendered notes an aggregate cash premium of
$25.5 million, $1.0 million in direct external costs
and accrued and unpaid interest of $4.2 million.
2.75% Convertible Notes. For the
fiscal quarter ended September 30, 2007, the closing sale
price of our common stock exceeded 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,
2007. As a result, the conversion contingency was met and our
2.75% convertible notes are currently convertible into
19.967 shares of our common stock per $1,000 principal
amount of notes, or an aggregate of 6,988,390 common shares, at
a conversion price of $50.08 per share.
Brazil Syndicated Loan Facility. On
September 14, 2007, Nextel Brazil entered into a
$300.0 million syndicated loan facility. Of the total
amount of the facility, $45.0 million is denominated in
U.S. dollars with a floating interest rate based on LIBOR
plus a specified margin, which ranges from 2.00% to 2.50%
(Tranche A). The remaining $255.0 million is
denominated in U.S. dollars with a floating interest rate
based on LIBOR plus a specified margin, which ranges from 1.75%
to 2.25% (Tranche B). Tranche A matures on
September 14, 2014, and Tranche B matures on
September 14, 2012. Nextel Brazils obligations under
the syndicated loan facility agreement are guaranteed by all of
its material operating subsidiaries and are secured by a pledge
of the outstanding equity interests in Nextel Brazil and those
subsidiaries. In addition, Nextel Brazil is subject to various
legal and financial covenants under the syndicated loan facility
that, among other things, require Nextel Brazil to maintain
certain financial ratios and may limit the amount of funds that
could be repatriated in certain periods. Nextel Brazil may
utilize borrowings under this syndicated loan facility for
capital expenditures, general corporate purposes and the
repayment of specified short-term intercompany debt. In
connection with this agreement, Nextel Brazil capitalized
$5.0 million in deferred financing costs, which Nextel
Brazil will amortize as interest expense over the term of the
syndicated loan. As of September 30, 2007, Nextel Brazil
had not borrowed any amounts under this facility.
On October 25, 2007, Nextel Brazil borrowed
$150.0 million in term loans under this syndicated loan
facility. In addition, at the time of the drawdown, Nextel
Brazil established a debt service reserve account in the amount
of $12.7 million in accordance with the terms of this loan.
The remaining $150.0 million in term loans are available
under this facility until March 12, 2008, subject to the
satisfaction of customary borrowing conditions.
14
NII
HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
|
|
Note 5.
|
Commitments
and Contingencies
|
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, 2007 and December 31, 2006, Nextel
Brazil had accrued liabilities of $31.3 million and
$24.7 million, respectively, related to contingencies, all
of which were classified in accrued contingencies reported as a
component of other long-term liabilities. Of the total accrued
liabilities as of September 30, 2007 and December 31,
2006, Nextel Brazil had $22.8 million and
$18.0 million in unasserted claims, respectively. We
currently estimate the range of reasonably possible losses
related to matters for which Nextel Brazil has not accrued
liabilities, as they are not deemed probable, to be between
$192.9 million and $196.9 million as of
September 30, 2007. 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 determined to be probable and estimable.
Argentine
Contingencies.
As of September 30, 2007 and December 31, 2006, Nextel
Argentina had accrued liabilities of $30.2 million and
$29.4 million, respectively, related primarily to local
turnover taxes and local government claims, all of which were
classified in accrued contingencies and accrued non-income taxes
reported as components of accrued expenses and other.
Turnover Tax. The government of the city of
Buenos Aires imposes a turnover tax rate of 6% of revenues for
cellular companies while maintaining a 3% rate for other
telecommunications services. From a regulatory standpoint, we
are not considered a cellular company, although, as noted below,
the city of Buenos Aires made claims to the effect that the
higher turnover tax rate should apply to our services. As a
result, until April 2006, Nextel Argentina paid the turnover tax
at a rate of 3% and recorded a liability and related expense for
the differential between the higher rate applicable to cellular
carriers and the 3% rate, plus interest.
In March 2006, Nextel Argentina received an unfavorable decision
from the city of Buenos Aires related to the determination of
whether it is 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 represented the total amount of
principal and interest, related to this turnover tax.
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. Subsequent
to this payment, Nextel Argentina paid $4.5 million under
protest from April 2006 through December 2006 related to this
tax.
In December 2006, the city of Buenos Aires issued new laws,
which Nextel Argentina believes support its position that it
should be taxed at the general 3% rate and not at the 6%
cellular rate. Beginning in January 2007, Nextel Argentina has
and will continue to pay the 3% general turnover tax rate and
continue with its efforts to obtain reimbursement of amounts
previously paid under protest. Nextel Argentina no longer
accrues for the incremental difference in the cellular rate. In
addition, in March 2007, Nextel Argentina filed an
administrative claim to recover the amounts paid under protest
from April 2006 through December 2006.
Similarly, one of the provincial governments in another one of
the markets where Nextel Argentina operates also increased their
turnover tax rate from 4.55% to 6% of revenues for cellular
companies. Consistent with its
15
NII
HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
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 on
interconnect revenues. As of September 30, 2007 and
December 31, 2006, Nextel Argentina accrued
$6.3 million and $5.1 million, respectively, for local
turnover taxes in this province, which are included as
components of accrued expenses and other.
Universal Service Tax. Nextel Argentina is
subject to the Universal Service Regulation, which imposes a tax
on telecommunications licensees, equal to 1% of
telecommunications service revenue minus applicable taxes and
specified related costs. The license holder can choose either to
pay the resulting amount 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
federal government. Although the regulations state that this tax
would be applicable beginning January 1, 2001, the
authorities did not take the necessary actions to implement the
tax. However, a subsequent resolution, issued by the Secretary
of Communications in May 2005, prohibits telecommunications
operators from itemizing the tax in customer invoices or passing
through the tax to customers. In addition, following the
Secretarys instructions, the Argentine CNC ordered Nextel
Argentina, among other operators, to reimburse the amounts
collected as universal service contributions, plus interest. In
June 2007, the Secretary of Communications issued a resolution
requiring new universal service tax contributions to be
deposited into a financial institution. Nextel Argentina began
depositing these contributions in September 2007, effective for
the period beginning July 1, 2007. As of September 30,
2007 and December 31, 2006, the accrual for the liability
to customers was $7.4 million and $6.9 million,
respectively, which is included as a component of accrued
expenses and other.
Mexican
Contingency.
Nextel Mexico is a party to a telecommunications services
agreement under which it committed to purchase a minimum amount
of certain interconnection services over a two year period
ending December 31, 2007. Based on actual usage of those
services to date and assuming the agreement is not renewed or
extended before the end of 2007, it is possible that Nextel
Mexico will not meet its minimum commitment, which could result
in a shortfall ranging from $2.5 million to
$17.2 million. Based on its legal interpretation of certain
provisions in the agreement that would eliminate a portion of
the potential shortfall and the uncertainty regarding the level
of Nextel Mexicos use of the interconnection services over
the remainder of 2007, as of September 30, 2007, Nextel
Mexico accrued $2.5 million for this liability, which is
included as a component of accrued expenses and other. Nextel
Mexico is in the process of evaluating whether to negotiate an
extension of the agreement beyond December 31, 2007.
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.
Adoption of FIN 48. We are subject
to income taxes in both the United States and the
non-U.S. jurisdictions
in which we operate. Certain of our entities are under
examination by the relevant taxing authorities for various tax
years. The earliest years that remain subject to examination by
jurisdiction are: Chile 1993; U.S. 1995;
Mexico 1999; Argentina and Peru 2001;
and Brazil 2002. 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. As of January 1, 2007, we adopted
FIN 48, Accounting for Uncertainty in Income
Taxes. As a result of the adoption of FIN 48, we
accounted for our change in reserve for uncertain tax positions
as a $5.2 million decrease to the beginning balance of
retained earnings on our condensed consolidated balance sheet.
16
NII
HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
The following table shows a reconciliation of our total
FIN 48 unrecognized tax benefit for the nine months ended
September 30, 2007 (in thousands):
|
|
|
|
|
Unrecognized tax benefits January 1, 2007
|
|
$
|
55,965
|
|
Unrecognized tax benefits originating from positions taken
during the current period
|
|
|
9,414
|
|
Foreign currency translation adjustment
|
|
|
(141
|
)
|
|
|
|
|
|
Unrecognized tax benefits September 30, 2007
|
|
$
|
65,238
|
|
|
|
|
|
|
The unrecognized tax benefits as of January 1, 2007 and
September 30, 2007 include $43.0 million and
$48.7 million, respectively, of tax benefits that could
potentially reduce our future effective tax rate, if recognized.
It also includes $3.0 million related to withholding taxes
on intercompany payments that we may recognize in the next
12 months due to the pending expiration of the period of
limitation for assessing a tax deficiency related to this
position.
We record interest and penalties associated with uncertain tax
positions as a component of our income tax provision.
Deferred Tax Assets. We assessed the
realizability of our deferred tax assets during the third
quarter of 2007, consistent with the methodology we employed for
2006, 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. As of September 30, 2007, Nextel Brazil
continues to maintain a 100% valuation allowance against its net
deferred tax assets; however, due to the increasing amount of
positive evidence related to Nextel Brazils ability to
utilize its deferred tax assets, we currently believe it is
reasonably possible that we will release a portion or all of the
Nextel Brazil valuation allowance in the near term. If and when
we release the Nextel Brazil valuation allowance, we will first
increase paid-in capital to the extent the valuation allowance
existed as of our date of reorganization, and reduce our
deferred tax expense for any remaining amount. 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 2007.
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, 2007 and December 31,
2006, our consolidated balance sheet includes $16.0 million
in income tax receivables, which are included as components of
other non-current assets. The income tax benefit for this item
was related to our income tax provision for the years ended
December 31, 2005, 2004 and 2003.
On October 1, 2007, the Mexican government enacted
amendments to the Mexican tax law that will become effective
January 1, 2008. The amendments established a new minimum
corporate tax, eliminated the existing minimum asset tax and
established a new withholding tax system on cash deposits in
bank accounts. The new minimum corporate tax is a supplemental
tax that supersedes the current asset tax and applies when and
to the extent the tax computed under the new minimum corporate
tax exceeds the amounts that would be payable under the existing
Mexican income tax. The new minimum corporate tax is computed on
a cash basis rather than on an accrual basis, and is calculated
based on gross revenues, with no deductions allowed for cost of
goods sold, non-taxable salaries and wages, interest expense,
depreciation, amortization, foreign currency transaction gains
and losses or existing net income tax operating losses from
prior years. For purposes of the new minimum corporate tax,
Nextel
17
NII
HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Mexico will generally deduct the value of depreciable assets and
inventory as an expense when these assets are acquired. This tax
will be phased in at a rate of 16.5% for 2008, 17% for 2009 and
a final tax rate of 17.5% for 2010 and thereafter. Certain tax
credits may be available to reduce the amount of new minimum
corporate tax that is payable.
We believe that the new minimum corporate tax is an income tax
to which SFAS No. 109, Accounting for Income
Taxes, is applicable. As the date of enactment for the
amendments to the Mexican tax law occurred during the fourth
quarter of 2007, any effect of the new minimum corporate tax on
our existing deferred tax assets and liabilities must be
reflected in that period as an increase or decrease to our
deferred income tax provision. We are currently evaluating the
impact that the new minimum corporate tax may have on our
condensed consolidated financial statements. At this time, we do
not believe that the new minimum corporate tax will have a
material adverse effect on our condensed consolidated financial
statements.
|
|
Note 7.
|
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 and our corporate operations in the U.S. We
evaluate performance of these segments and provide resources to
them based on operating income before depreciation and
amortization and impairment, restructuring and other charges,
which we refer to as segment earnings. 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. For several years, we have charged
a management fee to Nextel Mexico for services rendered by
corporate management. During 2007, we reported this management
fee as a separate line item in the segment reporting information
presented below as these amounts are now regularly provided to
our chief operating decision maker. During the nine and three
months ended September 30, 2006, Nextel Mexico incurred a
management fee of $51.1 million and $17.0 million,
respectively. However, for the nine and three months ended
September 30, 2006, the segment information below does not
reflect these management fees as a separate line item because
these amounts were not provided to or used by our chief
operating decision maker in making operating decisions related
to this segment.
18
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, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service and other revenues
|
|
$
|
1,280,982
|
|
|
$
|
570,308
|
|
|
$
|
293,538
|
|
|
$
|
128,947
|
|
|
$
|
2,454
|
|
|
$
|
(859
|
)
|
|
$
|
2,275,370
|
|
Digital handset and accessory revenues
|
|
|
18,093
|
|
|
|
25,257
|
|
|
|
24,270
|
|
|
|
9,201
|
|
|
|
5
|
|
|
|
|
|
|
|
76,826
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues
|
|
$
|
1,299,075
|
|
|
$
|
595,565
|
|
|
$
|
317,808
|
|
|
$
|
138,148
|
|
|
$
|
2,459
|
|
|
$
|
(859
|
)
|
|
$
|
2,352,196
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment earnings (losses)
|
|
$
|
491,556
|
|
|
$
|
141,619
|
|
|
$
|
100,877
|
|
|
$
|
26,019
|
|
|
$
|
(109,818
|
)
|
|
$
|
|
|
|
$
|
650,253
|
|
Management fee
|
|
|
(29,700
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29,700
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
(106,788
|
)
|
|
|
(67,734
|
)
|
|
|
(22,505
|
)
|
|
|
(15,202
|
)
|
|
|
(4,983
|
)
|
|
|
295
|
|
|
|
(216,917
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
355,068
|
|
|
|
73,885
|
|
|
|
78,372
|
|
|
|
10,817
|
|
|
|
(85,101
|
)
|
|
|
295
|
|
|
|
433,336
|
|
Interest expense
|
|
|
(44,765
|
)
|
|
|
(22,221
|
)
|
|
|
(1,904
|
)
|
|
|
(95
|
)
|
|
|
(28,403
|
)
|
|
|
7,796
|
|
|
|
(89,592
|
)
|
Interest income
|
|
|
20,948
|
|
|
|
4,457
|
|
|
|
3,417
|
|
|
|
499
|
|
|
|
27,471
|
|
|
|
(7,796
|
)
|
|
|
48,996
|
|
Foreign currency transaction gains, net
|
|
|
899
|
|
|
|
10,041
|
|
|
|
1,301
|
|
|
|
371
|
|
|
|
25
|
|
|
|
|
|
|
|
12,637
|
|
Debt conversion expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(26,455
|
)
|
|
|
|
|
|
|
(26,455
|
)
|
Other income (expense), net
|
|
|
2,183
|
|
|
|
(3,162
|
)
|
|
|
1,586
|
|
|
|
|
|
|
|
(1,593
|
)
|
|
|
|
|
|
|
(986
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income tax
|
|
$
|
334,333
|
|
|
$
|
63,000
|
|
|
$
|
82,772
|
|
|
$
|
11,592
|
|
|
$
|
(114,056
|
)
|
|
$
|
295
|
|
|
$
|
377,936
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures
|
|
$
|
200,059
|
|
|
$
|
177,927
|
|
|
$
|
42,702
|
|
|
$
|
29,966
|
|
|
$
|
15,277
|
|
|
$
|
|
|
|
$
|
465,931
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service and other revenues
|
|
$
|
946,500
|
|
|
$
|
354,863
|
|
|
$
|
229,629
|
|
|
$
|
97,978
|
|
|
$
|
1,890
|
|
|
$
|
(569
|
)
|
|
$
|
1,630,291
|
|
Digital handset and accessory revenues
|
|
|
17,468
|
|
|
|
28,707
|
|
|
|
17,743
|
|
|
|
6,077
|
|
|
|
|
|
|
|
|
|
|
|
69,995
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service and other revenues
|
|
$
|
458,665
|
|
|
$
|
215,683
|
|
|
$
|
105,437
|
|
|
$
|
45,457
|
|
|
$
|
1,072
|
|
|
$
|
(308
|
)
|
|
$
|
826,006
|
|
Digital handset and accessory revenues
|
|
|
7,445
|
|
|
|
7,531
|
|
|
|
8,616
|
|
|
|
3,320
|
|
|
|
5
|
|
|
|
|
|
|
|
26,917
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues
|
|
$
|
466,110
|
|
|
$
|
223,214
|
|
|
$
|
114,053
|
|
|
$
|
48,777
|
|
|
$
|
1,077
|
|
|
$
|
(308
|
)
|
|
$
|
852,923
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment earnings (losses)
|
|
$
|
180,616
|
|
|
$
|
50,007
|
|
|
$
|
37,050
|
|
|
$
|
8,146
|
|
|
$
|
(40,639
|
)
|
|
$
|
|
|
|
$
|
235,180
|
|
Management fee
|
|
|
(9,900
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,900
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
(38,574
|
)
|
|
|
(25,077
|
)
|
|
|
(7,637
|
)
|
|
|
(4,318
|
)
|
|
|
(1,713
|
)
|
|
|
98
|
|
|
|
(77,221
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
132,142
|
|
|
|
24,930
|
|
|
|
29,413
|
|
|
|
3,828
|
|
|
|
(32,452
|
)
|
|
|
98
|
|
|
|
157,959
|
|
Interest expense
|
|
|
(15,453
|
)
|
|
|
(7,879
|
)
|
|
|
(780
|
)
|
|
|
(28
|
)
|
|
|
(14,068
|
)
|
|
|
2,598
|
|
|
|
(35,610
|
)
|
Interest income
|
|
|
8,039
|
|
|
|
1,667
|
|
|
|
1,380
|
|
|
|
158
|
|
|
|
15,192
|
|
|
|
(2,598
|
)
|
|
|
23,838
|
|
Foreign currency transaction (losses) gains, net
|
|
|
(309
|
)
|
|
|
5,802
|
|
|
|
995
|
|
|
|
317
|
|
|
|
33
|
|
|
|
|
|
|
|
6,838
|
|
Debt conversion expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(26,455
|
)
|
|
|
|
|
|
|
(26,455
|
)
|
Other (expense) income, net
|
|
|
(77
|
)
|
|
|
(1,608
|
)
|
|
|
9
|
|
|
|
(1
|
)
|
|
|
58
|
|
|
|
|
|
|
|
(1,619
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income tax
|
|
$
|
124,342
|
|
|
$
|
22,912
|
|
|
$
|
31,017
|
|
|
$
|
4,274
|
|
|
$
|
(57,692
|
)
|
|
$
|
98
|
|
|
$
|
124,951
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures
|
|
$
|
43,301
|
|
|
$
|
50,908
|
|
|
$
|
16,935
|
|
|
$
|
6,309
|
|
|
$
|
7,089
|
|
|
$
|
|
|
|
$
|
124,542
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service and other revenues
|
|
$
|
341,203
|
|
|
$
|
130,526
|
|
|
$
|
82,685
|
|
|
$
|
35,349
|
|
|
$
|
521
|
|
|
$
|
(198
|
)
|
|
$
|
590,086
|
|
Digital handset and accessory revenues
|
|
|
4,848
|
|
|
|
11,307
|
|
|
|
7,102
|
|
|
|
2,243
|
|
|
|
|
|
|
|
|
|
|
|
25,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment, net
|
|
$
|
782,216
|
|
|
$
|
603,007
|
|
|
$
|
167,959
|
|
|
$
|
98,869
|
|
|
$
|
57,471
|
|
|
$
|
(264
|
)
|
|
$
|
1,709,258
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Identifiable assets
|
|
$
|
2,193,815
|
|
|
$
|
952,576
|
|
|
$
|
404,704
|
|
|
$
|
222,100
|
|
|
$
|
951,706
|
|
|
$
|
(264
|
)
|
|
$
|
4,724,637
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment, net
|
|
$
|
690,573
|
|
|
$
|
415,577
|
|
|
$
|
152,818
|
|
|
$
|
83,920
|
|
|
$
|
46,822
|
|
|
$
|
(560
|
)
|
|
$
|
1,389,150
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Identifiable assets
|
|
$
|
1,978,469
|
|
|
$
|
637,230
|
|
|
$
|
322,813
|
|
|
$
|
171,871
|
|
|
$
|
187,855
|
|
|
$
|
(560
|
)
|
|
$
|
3,297,678
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20
|
|
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
|
|
|
|
|
|
|
|
22
|
|
|
|
|
22
|
|
|
|
|
25
|
|
|
|
|
25
|
|
|
|
|
26
|
|
|
|
|
27
|
|
|
|
|
27
|
|
|
|
|
27
|
|
|
|
|
28
|
|
|
|
|
34
|
|
|
|
|
38
|
|
|
|
|
42
|
|
|
|
|
45
|
|
|
|
|
48
|
|
|
|
|
50
|
|
|
|
|
51
|
|
|
|
|
54
|
|
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55
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21
The following is a discussion and analysis of:
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our consolidated financial condition and results of operations
for the nine- and three-month periods ended September 30,
2007 and 2006; and
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significant factors which we believe could affect our
prospective financial condition and results of operations.
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You should read this discussion in conjunction with our 2006
annual report on
Form 10-K
and our quarterly reports on
Form 10-Q
for the three months ended March 31, 2007 and June 30,
2007, including but not limited to, the discussion regarding our
critical accounting judgments, as described below. Historical
results may not indicate future performance. See Forward
Looking Statements for risks and uncertainties that may
impact our future performance.
We provide digital wireless communication services, primarily
targeted at meeting the needs of customers who use our services
primarily for business purposes, 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.
In addition, we recently launched our digital services on a
limited basis in Santiago, Chile. 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 and
suburban 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. We believe
that vehicle traffic congestion, low wireline service
penetration and the expanded coverage of wireless networks
encourage the use of the mobile wireless communications services
that we offer in these areas. As of September 30, 2007, our
operating companies had a total of 4.39 million digital
handsets in commercial service, an increase of
1.20 million, or 38%, from the 3.19 million digital
handsets in commercial service as of September 30, 2006.
Our principal objective is to grow our business in selected
markets in Latin America by providing differentiated, high value
wireless communications services to customers who use our
services primarily for business purposes, while improving our
profitability and cash flow. Our digital mobile networks support
multiple digital wireless services, including:
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digital mobile telephone service, including advanced calling
features such as speakerphone, conference calling, voice-mail,
call forwarding and additional line service;
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Nextel Direct
Connect®
service, which allows subscribers anywhere on our network to
talk to each other instantly on a push-to-talk
basis, private one-to-one call or group call;
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International Direct
Connect®
service, together with Sprint Nextel Corporation and
TELUS Corporation, which allows subscribers to communicate
instantly across national borders with our subscribers in
Mexico, Brazil, Argentina, Peru and Chile, with Sprint Nextel
Corporation subscribers using compatible handsets in the United
States and, except for our customers in Chile, with TELUS
subscribers using compatible handsets in Canada;
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mobile internet services, text messaging services,
e-mail
services including
Blackberrytm
services that we recently introduced, location-based services,
which include the use of Global Positioning System (GPS)
technologies, digital media services and advanced
Javatm
enabled business applications, which are generally marketed as
Nextel
Onlinesm
services; and
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international roaming capabilities, which are marketed as
Nextel
Worldwidesm
services.
|
We intend to continue growing our business in a balanced manner,
with a primary focus on generating growth in operating income
and free cash flow and enhancing our profitability by
maintaining appropriate controls on costs. To support this goal,
we plan to continue to expand the coverage
and/or
capacity of our digital mobile networks in our existing markets
and increase our existing subscriber base while managing our
costs in a manner designed to
22
support that growth and improving our operating metrics. We will
seek to add subscribers at rates and other terms that do not
have a significant negative impact on our consolidated financial
performance.
We may also explore financially attractive opportunities to
expand our network coverage in areas where we currently do not
provide wireless service. Based on market data that continues to
show lower wireless penetration in our markets relative to other
regions of the world and our current market share in those
markets, we believe that we can continue to generate subscriber
base and revenue growth while improving our profitability and
cash flow generation. Although certain Latin American markets
have been historically volatile, the Latin American markets in
which we operate have recently experienced improving economies
that have been relatively more stable compared to historical
periods.
We believe that the wireless communications industry in the
markets in which we operate has been and will continue to be
highly competitive on the basis of price, the types of services
offered, the diversity of handsets offered and quality of
service. In each of our markets, we compete with at least two
large, well-capitalized competitors with substantial financial
and other resources. Some of these competitors have the ability
to offer bundled telecommunications services that include local,
long distance and data services, and can offer a larger variety
of handsets with a wide range of prices, brands, features and
functionalities. Although competitive pricing and variety and
pricing of handsets are often important factors in a
customers decision making process, we believe that the
business users who primarily make up our targeted customer base
are also likely to base their purchase decisions on quality of
service and the availability of differentiated features and
services, like our Direct Connect services described below, that
make it easier for them to conduct business quickly, efficiently
and economically.
The key components of our strategy are as follows:
Focusing on Major Business Centers in Key Latin American
Markets. We operate primarily in large urban
markets, including five of the six largest cities in Latin
America, which have a concentration of high usage business
customers. We target these markets because we believe they offer
favorable long-term growth prospects for our wireless
communications services while offering the cost benefits
associated with offering services in more concentrated
population centers. In addition, the cities in which we operate
account for a high proportion of total economic activity in each
of their respective countries and provide us with a large
potential market without the need to build out nationwide
wireless coverage. We believe that there are significant
opportunities for growth in these markets due to the high demand
for wireless communications services and the large number of
target business customers.
Targeting High Value Business Customers. Our
main focus is on customers who purchase services under contract
with medium to high usage patterns, targeting customers who
primarily use our services in their businesses because they
value our high quality iDEN networks, our multi-function
handsets and our high level of customer service. In our current
customer base, our typical customer has between 3 and 30
handsets, and some of our largest customers have over 500
handsets; however, new customers that we are acquiring generally
have a lower number of handsets per customer.
Providing Differentiated Services. We
differentiate ourselves from our competitors by offering unique
services like our push-to-talk digital radio
communication service, which we refer to as Direct Connect. This
service, which is available throughout our service areas and is
fully integrated in a single wireless device that also provides
digital mobile telephone service, provides significant value to
our customers by eliminating the long distance and domestic
roaming fees charged by other wireless service providers, while
also providing added functionality due to the near-instantaneous
nature of the communication and the ability to communicate on a
one-to-many basis. Our competitors have begun to introduce
competitive push-to-talk over cellular products, but we believe
that the quality of our Direct Connect service is superior at
this time. We add further value by customizing data applications
that enhance the productivity of our business customers, such as
vehicle and delivery tracking, order entry processing and
workforce monitoring applications.
Delivering Superior Customer Service. In
addition to our unique service offerings, we seek to further
differentiate ourselves by providing a higher level of customer
service generally than our competitors. We work proactively with
our customers to match them with service plans offering greater
value based on their usage patterns. After analyzing customer
usage and expense data, we strive to minimize a customers
per minute costs
23
while increasing overall usage of our array of services, thereby
providing higher value to our customers while increasing our
monthly revenues. This goal is also furthered by our efforts
during and after the sales process to educate customers about
our services, multi-function handsets and rate plans. In
addition, we have implemented proactive customer retention
programs to increase customer satisfaction and retention.
Selectively Expanding our Service Areas. We
believe that we have significant opportunities to grow through
selective expansion of our service into additional areas in some
of the countries in which we currently operate. Such expansion
may involve building out certain areas in which we already have
spectrum, obtaining additional 800 MHZ spectrum in new
areas which would enable us to expand our network service areas,
and further developing our business in key urban areas. In
addition, we may consider selectively expanding into other Latin
American countries where we do not currently operate. As a
result of acquiring spectrum in the March 2005 spectrum auctions
in Mexico, in mid-2005, we launched an expansion plan under
which we have significantly expanded our service areas in
Mexico. We also expanded coverage of our network in Brazil under
that expansion plan. In the second quarter of 2007, we decided
to develop plans to further significantly expand our service
areas in Brazil and Chile. See Capital Expenditures
for a discussion of the factors that drive our capital spending.
Preserving the iDEN Opportunity. The iDEN
networks that we operate allow us to offer differentiated
services like Direct Connect while offering high quality voice
telephony and innovative data services. The iDEN technology is
unique in that it is the only widespread, commercially available
digital technology that operates on non-contiguous spectrum,
which is important to us because much of the spectrum that our
operating companies hold in each of the markets we serve is
non-contiguous. Because Motorola is the sole supplier of iDEN
technology, we are dependent on Motorolas support of the
evolution of the iDEN technology and of the development of new
features, functionality and handset models. Historically, Nextel
Communications, Motorolas largest iDEN customer, provided
significant support in the ongoing development of the iDEN
technology and related equipment, but following the merger of
Nextel Communications and Sprint, Sprint Nextel announced plans
to migrate Nextels push-to-talk services over time to a
next generation CDMA network platform. As a result, we have
entered into arrangements with Motorola that are designed to
provide us with a continued source of iDEN network equipment and
handsets in an environment in which Sprint Nextels
purchases and support of that equipment may decline.
Specifically, 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, Motorola agreed
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. In addition, we agreed to annually
escalating handset volume purchase commitments and certain
pricing parameters for handsets and infrastructure linked to the
volume of our purchases. If we do not meet the specified handset
volume commitments, we would be required to pay an additional
amount based on any shortfall of actual purchased handsets
compared to the related annual volume commitment.
Planning for the Future. Another key component
in our overall strategy is to expand and improve the innovative
and differentiated services we offer and evaluate the
technologies necessary to provide those services. One such
initiative is to develop and offer a broader range of data
services on our networks like those available on the Blackberry
devices we recently launched in all of our markets except Chile,
and to evaluate the feasibility of offering next generation
voice and broadband data services in the future. This focus on
offering innovative and differentiated services requires that we
continue to invest in, evaluate and, if appropriate, deploy new
services and enhancements to our existing services as well as,
in some cases, consider and pursue acquisitions of assets that
include spectrum licenses to deploy these services, including in
auctions of newly available spectrum and through acquisitions of
existing spectrum rights. During 2006, we purchased licenses to
use other radio spectrum bands in Mexico and Peru. In addition,
in July 2007, we were awarded a nationwide license of
35 MHz of 1.9 GHz spectrum in Peru for a term of
20 years through a governmental auction process. We are in
the process of acquiring licenses to use other radio spectrum
bands in Argentina and Peru, pending regulatory approval. The
licenses relating to the newly acquired spectrum outside the
800MHz band generally provide for nationwide rights to utilize a
significant block of contiguous spectrum that may support the
future deployment of new network technologies and services. As
part of our ongoing assessment of our ability to meet our
customers current and future needs, we continually review
alternate technologies to assess their technical performance,
cost and functional capabilities. These reviews may involve the
deployment of the technologies under consideration on a trial
basis in order to evaluate their capabilities
24
and market demand for the supported services. We will deploy a
new technology beyond the minimum levels required by the terms
of our spectrum licenses only if it is warranted by expected
customer demand and when the anticipated benefits of services
supported by the new technology outweigh the costs of providing
those services. Our decision whether and how to deploy
alternative technologies, as well as our choice of alternative
technologies, would likely be affected by a number of factors,
including the types of features and services supported by the
technology, the availability and pricing of related equipment,
and our need to continue to support iDEN-based services for our
existing customer base either on an ongoing or transitional
basis.
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.
See Forward Looking Statements for information on
risks and uncertainties that could affect the above objectives.
For information regarding commitments and contingencies, see
Note 5 to our condensed consolidated financial statements.
Digital
Handsets in Commercial Service
The table below provides an overview of our total digital
handsets in commercial service in the countries indicated as of
September 30, 2007 and December 31, 2006. 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.
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Mexico
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Brazil
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Argentina
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Peru
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Chile
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Total
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(handsets in thousands)
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Digital handsets in commercial service
December 31, 2006
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1,544
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899
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651
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|
345
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|
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|
1
|
|
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|
3,440
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|
Net subscriber additions
|
|
|
445
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|
|
|
289
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|
|
|
117
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|
|
|
91
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|
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|
6
|
|
|
|
948
|
|
|
|
|
|
|
|
|
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Digital handsets in commercial service
September 30, 2007
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1,989
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|
1,188
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|
768
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|
436
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|
7
|
|
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|
4,388
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Issuance of 3.125% Convertible
Notes. In May 2007, we privately placed
$1,000.0 million aggregate principal amount of 3.125%
convertible notes due 2012. In addition, we granted the initial
purchaser an option to purchase up to an additional
$200.0 million principal amount of notes, which the initial
purchaser exercised in full. As a result, we issued a total of
$1,200.0 million principal amount of 3.125% convertible
notes for which we received total gross proceeds of
$1,200.0 million. We also incurred direct issuance costs of
$22.8 million, which we recorded as a deferred financing
cost that we will amortize into interest expense over the term
of the 3.125% notes. The notes bear interest at a rate of
3.125% per annum on the principal amount of the notes, payable
semi-annually in arrears in cash on June 15 and December 15 of
each year, beginning December 15, 2007, and will mature on
June 15, 2012, when the entire principal balance of
$1,200.0 million will be due. In addition, and subject to
specified exceptions, the noteholders have the right to require
us to repurchase the notes at a repurchase price equal to 100%
of their principal amount, plus any accrued and unpaid interest
up to, but excluding, the repurchase date upon the occurrence of
a fundamental change. The notes are convertible into shares of
our common stock at a conversion rate of 8.4517 shares per
$1,000 principal amount of notes, subject to adjustment, in
specified circumstances.
Repurchase of Common Stock. In May
2007, our Board of Directors authorized a program to repurchase
shares of our common stock for cash. The Board approved the
repurchase of shares having an aggregate market value of up to
$500.0 million, depending on market conditions and other
factors. As of September 30, 2007, we have repurchased a
total of 4,043,725 shares of our common stock for
approximately $330.0 million. We did not repurchase any
shares during the three months ended September 30, 2007;
however, as of November 6, 2007, we have repurchased an
additional 665,750 shares for approximately
$38.0 million since September 30, 2007. We treat
purchases under this program as effective retirements of the
purchased shares and therefore reduce our reported shares issued
and outstanding by the number of shares repurchased. In
addition, we record the excess of the purchase price over the
common stocks par value as a reduction to paid-in capital.
25
Tender Offer for Conversion of 2.875% Convertible
Notes. In July 2007, we accepted the tender
of 99.99% of the $300.0 million in outstanding principal
amount of our 2.875% convertible notes under a tender offer that
expired on July 23, 2007. In connection with this tender
offer, we issued 11,268,103 shares of our common stock and
paid to the holders of the tendered notes an aggregate cash
premium of $25.5 million, $1.0 million in direct
external costs and accrued and unpaid interest of
$4.2 million.
Spectrum Acquisitions. In July 2007,
Nextel Peru entered into an agreement providing for the purchase
of 54 MHz of 2.5 GHz spectrum throughout the greater
Lima area for $11.3 million. In addition, on July 27,
2007, Proinversion, the privatization agency in Peru, awarded a
nationwide license of 35 MHz of 1.9 GHz spectrum to
Nextel Peru for $27.0 million through an auction process
carried out by the Peruvian government.
Brazil Syndicated Loan Facility. On
September 14, 2007, Nextel Brazil entered into a
$300.0 million syndicated loan facility. Of the total
amount of the facility, $45.0 million is denominated in
U.S. dollars with a floating interest rate based on LIBOR
plus a specified margin, which ranges from 2.00% to 2.50%
(Tranche A). The remaining $255.0 million is
denominated in U.S. dollars with a floating interest rate
based on LIBOR plus a specified margin, which ranges from 1.75%
to 2.25% (Tranche B). Tranche A matures on
September 14, 2014, and Tranche B matures on
September 14, 2012. Nextel Brazil may utilize borrowings
under this syndicated loan facility for capital expenditures,
general corporate purposes and the repayment of specified
short-term intercompany debt. As of September 30, 2007,
Nextel Brazil had not borrowed any amounts under this facility.
On October 25, 2007, Nextel Brazil borrowed
$150.0 million in term loans under this syndicated loan
facility. The remaining $150.0 million in term loans are
available under this facility until March 12, 2008, subject
to the satisfaction of customary borrowing conditions.
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.
As described in more detail in our 2006 annual report on
Form 10-K
under Managements Discussion and Analysis of
Financial Condition and Results of Operations, 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:
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revenue recognition;
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allowance for doubtful accounts;
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depreciation of property, plant and equipment;
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amortization of intangible assets;
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asset retirement obligations;
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foreign currency;
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loss contingencies;
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stock-based compensation; and
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income taxes.
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We adopted Financial Interpretation No. 48,
Accounting for Uncertainty in Income Taxes, or
FIN 48, in the first quarter of 2007, which changed how we
account for uncertain income tax positions, including how we
account for reserves related to potential future income tax
assessments from taxing authorities. We now recognize the
financial statement effects of an income tax position only when
we conclude, based on the technical merits, it is
more-likely-than-not that the position will be
sustained upon examination. Prior to adopting FIN 48, we
recognized the financial statement effect of income tax
positions based on our income tax return filing positions,
26
and we recorded a reserve for potential future income tax
assessments when it was probable that the assessment
would be realized. We accounted for the changes in connection
with the adoption of FIN 48 as an adjustment to the
beginning balance of retained earnings on our condensed
consolidated balance sheet.
We believe that there have been no material changes to our
critical accounting policies and estimates during the three
months ended September 30, 2007 compared to those discussed
in our 2006 annual report on
Form 10-K.
Ratio
of Earnings to Fixed Charges
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Three Months
|
Ended
|
September 30,
|
2007
|
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2006
|
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3.67x
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|
3.70x
|
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:
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interest on all indebtedness, amortization of debt financing
costs and amortization of original issue discount;
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interest capitalized; and
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the portion of rental expense we believe is representative of
interest.
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We have reclassified certain prior year amounts in our unaudited
condensed consolidated financial statements to conform to our
current year presentation. These reclassifications did not have
a material impact on previously reported balances.
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, international roaming revenues
derived from calls placed by our customers and charges related
to the use of data services. 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, revenue-based taxes 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 and
rent for the network switches and transmitter 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, primarily for
circuits required to connect our transmitter sites to our
network switches and to connect our switches. 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.
27
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 during the year.
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, repairs
and maintenance of management information systems, spectrum
license fees, corporate overhead and share-based payment for
stock options and restricted stock.
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% of
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% of
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Consolidated
|
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|
Consolidated
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Change from
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September 30,
|
|
|
Operating
|
|
|
September 30,
|
|
|
Operating
|
|
|
Previous Year
|
|
|
|
2007
|
|
|
Revenues
|
|
|
2006
|
|
|
Revenues
|
|
|
Dollars
|
|
|
Percent
|
|
|
|
(dollars in thousands)
|
|
|
Nine Months Ended
|
|
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|
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Operating revenues
|
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Service and other revenues
|
|
$
|
2,275,370
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|
97
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%
|
|
$
|
1,630,291
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|
|
|
96
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%
|
|
$
|
645,079
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|
40
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%
|
Digital handset and accessory revenues
|
|
|
76,826
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|
3
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%
|
|
|
69,995
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|
4
|
%
|
|
|
6,831
|
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|
10
|
%
|
|
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|
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|
|
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|
|
|
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|
2,352,196
|
|
|
|
100
|
%
|
|
|
1,700,286
|
|
|
|
100
|
%
|
|
|
651,910
|
|
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|
38
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%
|
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|
|
|
|
|
|
Cost of revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of service (exclusive of depreciation and amortization
included below)
|
|
|
(630,253
|
)
|
|
|
(27
|
)%
|
|
|
(438,724
|
)
|
|
|
(26
|
)%
|
|
|
(191,529
|
)
|
|
|
44
|
%
|
Cost of digital handsets and accessories
|
|
|
(300,182
|
)
|
|
|
(13
|
)%
|
|
|
(228,957
|
)
|
|
|
(13
|
)%
|
|
|
(71,225
|
)
|
|
|
31
|
%
|
Selling and marketing expenses
|
|
|
(312,380
|
)
|
|
|
(13
|
)%
|
|
|
(234,466
|
)
|
|
|
(14
|
)%
|
|
|
(77,914
|
)
|
|
|
33
|
%
|
General and administrative expenses
|
|
|
(459,128
|
)
|
|
|
(20
|
)%
|
|
|
(331,730
|
)
|
|
|
(20
|
)%
|
|
|
(127,398
|
)
|
|
|
38
|
%
|
Depreciation and amortization
|
|
|
(216,917
|
)
|
|
|
(9
|
)%
|
|
|
(137,098
|
)
|
|
|
(8
|
)%
|
|
|
(79,819
|
)
|
|
|
58
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
433,336
|
|
|
|
18
|
%
|
|
|
329,311
|
|
|
|
19
|
%
|
|
|
104,025
|
|
|
|
32
|
%
|
Interest expense, net
|
|
|
(89,592
|
)
|
|
|
(4
|
)%
|
|
|
(66,103
|
)
|
|
|
(4
|
)%
|
|
|
(23,489
|
)
|
|
|
36
|
%
|
Interest income
|
|
|
48,996
|
|
|
|
2
|
%
|
|
|
38,997
|
|
|
|
2
|
%
|
|
|
9,999
|
|
|
|
26
|
%
|
Foreign currency transaction gains (losses), net
|
|
|
12,637
|
|
|
|
1
|
%
|
|
|
(801
|
)
|
|
|
|
|
|
|
13,438
|
|
|
|
NM
|
|
Debt conversion expense
|
|
|
(26,455
|
)
|
|
|
(1
|
)%
|
|
|
|
|
|
|
|
|
|
|
(26,455
|
)
|
|
|
NM
|
|
Other expense, net
|
|
|
(986
|
)
|
|
|
|
|
|
|
(7,275
|
)
|
|
|
|
|
|
|
6,289
|
|
|
|
(86
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income tax provision
|
|
|
377,936
|
|
|
|
16
|
%
|
|
|
294,129
|
|
|
|
17
|
%
|
|
|
83,807
|
|
|
|
28
|
%
|
Income tax provision
|
|
|
(128,026
|
)
|
|
|
(5
|
)%
|
|
|
(107,540
|
)
|
|
|
(6
|
)%
|
|
|
(20,486
|
)
|
|
|
19
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
249,910
|
|
|
|
11
|
%
|
|
$
|
186,589
|
|
|
|
11
|
%
|
|
$
|
63,321
|
|
|
|
34
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of
|
|
|
|
|
|
% of
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
|
|
|
|
Consolidated
|
|
|
Change from
|
|
|
|
September 30,
|
|
|
Operating
|
|
|
September 30,
|
|
|
Operating
|
|
|
Previous Year
|
|
|
|
2007
|
|
|
Revenues
|
|
|
2006
|
|
|
Revenues
|
|
|
Dollars
|
|
|
Percent
|
|
|
|
(dollars in thousands)
|
|
|
Three Months Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service and other revenues
|
|
$
|
826,006
|
|
|
|
97
|
%
|
|
$
|
590,086
|
|
|
|
96
|
%
|
|
$
|
235,920
|
|
|
|
40
|
%
|
Digital handset and accessory revenues
|
|
|
26,917
|
|
|
|
3
|
%
|
|
|
25,500
|
|
|
|
4
|
%
|
|
|
1,417
|
|
|
|
6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
852,923
|
|
|
|
100
|
%
|
|
|
615,586
|
|
|
|
100
|
%
|
|
|
237,337
|
|
|
|
39
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of service (exclusive of depreciation and amortization
included below)
|
|
|
(231,313
|
)
|
|
|
(27
|
)%
|
|
|
(159,562
|
)
|
|
|
(26
|
)%
|
|
|
(71,751
|
)
|
|
|
45
|
%
|
Cost of digital handsets and accessories
|
|
|
(104,370
|
)
|
|
|
(12
|
)%
|
|
|
(88,801
|
)
|
|
|
(14
|
)%
|
|
|
(15,569
|
)
|
|
|
18
|
%
|
Selling and marketing expenses
|
|
|
(115,602
|
)
|
|
|
(14
|
)%
|
|
|
(88,330
|
)
|
|
|
(14
|
)%
|
|
|
(27,272
|
)
|
|
|
31
|
%
|
General and administrative expenses
|
|
|
(166,458
|
)
|
|
|
(19
|
)%
|
|
|
(120,876
|
)
|
|
|
(20
|
)%
|
|
|
(45,582
|
)
|
|
|
38
|
%
|
Depreciation and amortization
|
|
|
(77,221
|
)
|
|
|
(9
|
)%
|
|
|
(52,402
|
)
|
|
|
(9
|
)%
|
|
|
(24,819
|
)
|
|
|
47
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
157,959
|
|
|
|
19
|
%
|
|
|
105,615
|
|
|
|
17
|
%
|
|
|
52,344
|
|
|
|
50
|
%
|
Interest expense, net
|
|
|
(35,610
|
)
|
|
|
(4
|
)%
|
|
|
(23,656
|
)
|
|
|
(4
|
)%
|
|
|
(11,954
|
)
|
|
|
51
|
%
|
Interest income
|
|
|
23,838
|
|
|
|
2
|
%
|
|
|
13,259
|
|
|
|
2
|
%
|
|
|
10,579
|
|
|
|
80
|
%
|
Foreign currency transaction gains, net
|
|
|
6,838
|
|
|
|
1
|
%
|
|
|
2,682
|
|
|
|
1
|
%
|
|
|
4,156
|
|
|
|
155
|
%
|
Debt conversion expense
|
|
|
(26,455
|
)
|
|
|
(3
|
)%
|
|
|
|
|
|
|
|
|
|
|
(26,455
|
)
|
|
|
NM
|
|
Other expense, net
|
|
|
(1,619
|
)
|
|
|
|
|
|
|
(1,687
|
)
|
|
|
|
|
|
|
68
|
|
|
|
(4
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income tax provision
|
|
|
124,951
|
|
|
|
15
|
%
|
|
|
96,213
|
|
|
|
16
|
%
|
|
|
28,738
|
|
|
|
30
|
%
|
Income tax provision
|
|
|
(43,285
|
)
|
|
|
(5
|
)%
|
|
|
(30,525
|
)
|
|
|
(5
|
)%
|
|
|
(12,760
|
)
|
|
|
42
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
81,666
|
|
|
|
10
|
%
|
|
$
|
65,688
|
|
|
|
11
|
%
|
|
$
|
15,978
|
|
|
|
24
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NM-Not Meaningful
During the first nine months of 2007, we experienced significant
growth in our consolidated revenues, which was primarily driven
by an increase in our consolidated subscriber base with the
majority of those new subscribers located in Mexico, where we
have significantly expanded the coverage of our network and the
markets we serve, as well as in Brazil. Consolidated operating
expenses as a percentage of consolidated operating revenues
increased slightly, and consolidated operating margin decreased
slightly, in the first nine months of 2007 compared to the first
nine months of 2006. These changes were due mainly to increases
in our consolidated cost of service, resulting from higher
interconnect expenses, and depreciation and amortization,
resulting from the rapid expansion of our digital mobile
networks, each of which increased as a percentage of our
consolidated operating revenues. These increases primarily
resulted from the expansion of our networks and launch of new
markets, increased customer loading and higher interconnect
costs resulting from a higher proportion of mobile-to-mobile
calls, which generally have higher per minute interconnection
costs. We expect these costs as a percentage of revenue to
remain stable through the remainder of 2007. In addition,
coverage expansion and network improvements resulted in
consolidated capital expenditures totaling $465.9 million
for the first nine months of 2007. While we expect that the
amounts invested by Nextel Mexico and Nextel Brazil to expand
the coverage of their networks and to improve their quality and
capacity will continue to represent the majority of our total
capital expenditure investments in the future, we expect the
capital expenditures invested by Nextel Brazil to increase due
to our recent decision to expand our network coverage in Brazil
and the capital expenditures invested by Nextel Mexico to
decrease due to the substantial completion of our expansion plan
in Mexico.
29
The $645.1 million, or 40%, and $235.9 million, or
40%, increases in consolidated service and other revenues from
the nine and three months ended September 30, 2006 to the
same periods in 2007 are primarily due to 38% increases in the
average number of total digital handsets in service for both
periods, primarily in Mexico and Brazil, resulting from
continued strong demand for our services and our balanced growth
and expansion strategy. Average consolidated revenues per
handset remained relatively stable from the nine and three
months ended September 30, 2006 compared to the same
periods in 2007.
The $191.5 million, or 44%, and $71.8 million, or 45%,
increases in consolidated cost of service from the nine and
three months ended September 30, 2006 to the same periods
in 2007 are principally a result of the following:
|
|
|
|
|
$107.5 million, or 49%, and $37.9 million, or 46%,
increases in consolidated interconnect costs resulting from 35%
and 31% increases in consolidated interconnect minutes of use,
as well as an increase in the proportion of mobile-to-mobile
minutes of use, which generally have higher per minute
interconnection costs;
|
|
|
|
$45.8 million, or 32%, and $17.5 million, or 35%,
increases in consolidated direct switch and transmitter and
receiver site costs resulting from a 21% increase in the total
number of consolidated transmitter and receiver sites in service
from September 30, 2006 to September 30, 2007 and
increases in costs per site; and
|
|
|
|
$26.6 million, or 43%, and $10.9 million, or 50%,
increases in consolidated service and repair costs mainly
resulting from increases in subscribers participating under our
handset maintenance programs.
|
The $71.2 million, or 31%, and $15.6 million, or 18%,
increases in consolidated cost of digital handset and accessory
sales from the nine and three months ended September 30,
2006 to the same periods in 2007 are primarily due to 41% and
31% increases in total handset sales, as well as 46% and 40%
increases in handset upgrades, partially offset by lower costs
per handset sale resulting from reductions in handset unit costs
and a change in the mix of handsets sold in 2007.
|
|
3.
|
Selling and
marketing expenses
|
The $77.9 million, or 33%, and $27.3 million, or 31%,
increases in consolidated selling and marketing expenses from
the nine and three months ended September 30, 2006 to the
same periods in 2007 are principally a result of the following:
|
|
|
|
|
$30.5 million, or 32%, and $11.6 million, or 32%,
increases in consolidated indirect commissions resulting from
38% and 27% increases in total handset sales through external
sales channels;
|
|
|
|
$29.6 million, or 36%, and $10.5 million, or 35%,
increases in consolidated payroll expenses and direct
commissions resulting from 45% and 38% increases in total
handset sales by internal sales personnel; and
|
|
|
|
$15.1 million, or 32%, and $4.1 million, or 22%,
increases in consolidated advertising expenses, primarily in
Brazil, mainly related to Nextel Brazils sponsorship of
the Copa Nextel Stock Car series, a professional racecar event,
and increased advertising initiatives related to overall
subscriber growth.
|
As described in the discussion of Nextel Mexico below, due to
the increase in commission rates that Nextel Mexico recently
implemented for its indirect sales channels, we expect that
consolidated indirect commissions per handset sale will increase
during the remainder of 2007 and in 2008.
30
|
|
4.
|
General and
administrative expenses
|
The $127.4 million, or 38%, and $45.6 million, or 38%,
increases in consolidated general and administrative expenses
from the nine and three months ended September 30, 2006 to
the same periods in 2007 are primarily a result of the following:
|
|
|
|
|
$42.7 million, or 27%, and $12.1 million, or 21%,
increases largely due to higher personnel costs related to an
increase in headcount and higher facilities-related expenses due
to continued subscriber growth and expansion into new areas;
|
|
|
|
$38.3 million, or 48%, and $14.3 million, or 49%,
increases in consolidated customer care expenses, mainly payroll
and related expenses, resulting from additional customer care
personnel necessary to support a larger customer base;
|
|
|
|
$18.6 million, or 83%, and $9.6 million, or 103%,
increases in stock option compensation expense, primarily
resulting from grants of stock options in April 2006 and April
2007;
|
|
|
|
$11.4 million, or 52%, and $4.4 million, or 62%,
increases in consolidated bad debt expense, primarily in Mexico,
as a result of the 38% and 39% increases in consolidated
operating revenues. Bad debt expense as a percentage of
consolidated operating revenues increased from 1.28% for the
nine months ended September 30, 2006 to 1.41% for the same
period in 2007 and from 1.14% for the three months ended
September 30, 2006 to 1.34% for the same period in 2007. We
expect bad debt as a percentage of consolidated operating
revenues to remain relatively stable at its current levels for
the remainder of 2007; and
|
|
|
|
$10.0 million, or 31%, and $3.7 million, or 33%,
increases in information technology repair and maintenance costs
primarily in Mexico and Brazil related to the expansion of their
digital mobile networks.
|
|
|
5.
|
Depreciation
and amortization
|
The $79.8 million, or 58%, and $24.8 million, or 47%,
increases in consolidated depreciation and amortization from the
nine and three months ended September 30, 2006 to the same
periods in 2007 are primarily due to a 52% increase in our
consolidated property, plant and equipment in service from
September 30, 2006 to September 30, 2007 resulting
from the continued expansion of our digital mobile networks,
mainly in Mexico and Brazil.
The $23.5 million, or 36%, and $12.0 million, or 51%,
increases in consolidated net interest expense from the nine and
three months ended September 30, 2006 to the same periods
in 2007 are primarily due to the following:
|
|
|
|
|
$12.5 million and $9.4 million in incremental interest
expense incurred on our 3.125% convertible notes that we issued
in May 2007;
|
|
|
|
$7.0 million and $2.6 million increases in interest
incurred on our towers financing transactions and capital lease
obligations in Mexico and Brazil primarily due to increases in
both the number of towers financed and capital leases; and
|
|
|
|
$6.5 million and $2.2 million decreases in capitalized
interest related to a significant decline in average
construction-in-progress
balances, primarily in Mexico due to the substantial completion
of our expansion plan; partially offset by
|
|
|
|
$4.0 million and $2.4 million decreases in interest
expense due to the conversion of our 3.5% notes and
2.875% notes.
|
The $10.0 million, or 26%, and $10.6 million, or 80%,
increases in interest income from the nine and three months
ended September 2006 to the same periods in 2007 are largely the
result of an increase in average consolidated cash balances due
to interest earned in the U.S. on the $1.2 billion
gross proceeds received from the issuance of our 3.125%
convertible notes that we issued in May 2007.
31
|
|
8.
|
Foreign
currency transaction gains, net
|
Consolidated foreign currency transaction gains of
$12.6 million and $6.8 million for the nine and three
months ended September 30, 2007 are primarily the result of
the strengthening of the Brazilian real relative to the
U.S. dollar on Nextel Brazils
U.S. dollar-denominated liabilities, primarily its
short-term intercompany payables.
Consolidated foreign currency transaction gains of
$2.7 million for the three months ended September 30,
2006 are primarily the result of the strengthening of the
Mexican peso relative to the U.S. dollar on Nextel
Mexicos U.S. dollar-denominated liabilities,
primarily its intercompany payables.
The $6.3 million, or 86%, decrease in other expense, net,
from the nine months ended September 30, 2006 to the same
period in 2007 is primarily due to the reversal of a contingent
liability by Nextel Mexico during the first quarter of 2007 and
a reduction in realized losses on Nextel Mexicos hedge of
capital expenditures and handset purchases that we reclassify
from accumulated other comprehensive loss.
The $20.5 million, or 19%, and $12.8 million, or 42%,
increases in the consolidated income tax provision from the nine
and three months ended September 30, 2006 compared to the
same periods in 2007 are primarily due to increases in income
before taxes, increases in non-deductible expenses in the
U.S. and a change in the relevant income tax rules under
which, beginning in 2007, we now record the tax effect of
intercompany management fees evenly throughout the year, which
significantly reduced the changes in the quarter-to-quarter tax
rate that occurred in 2006.
Segment
Results
We evaluate performance of our segments and provide resources to
them based on operating income before depreciation and
amortization and impairment, restructuring and other charges,
which we refer to as segment earnings. 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. For several years, we have charged
a management fee to Nextel Mexico for services rendered by
corporate management. For the nine and three months ended
September 30, 2007, we reported this management fee as a
separate line item in the segment reporting information as these
amounts are now regularly provided to our chief operating
decision maker. During the nine and three months ended
September 30, 2006, Nextel Mexico incurred a management fee
of $51.1 million and $17.0 million, respectively.
However, for the nine and three months ended September 30,
2006, our segment information does not reflect these management
fees as a separate line item because these amounts were not
provided to or used by our chief operating decision maker in
making operating decisions related to this segment. The tables
below provide a summary of the components of our consolidated
segments for the nine and three months ended September 30,
2007 and 2006. 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, 2007
|
|
Revenues
|
|
|
Revenues
|
|
|
Revenues
|
|
|
Revenues
|
|
|
Expenses
|
|
|
Expenses
|
|
|
(Losses)
|
|
|
|
(dollars in thousands)
|
|
|
Nextel Mexico
|
|
$
|
1,299,075
|
|
|
|
55
|
%
|
|
$
|
(453,836
|
)
|
|
|
49
|
%
|
|
$
|
(353,683
|
)
|
|
|
46
|
%
|
|
$
|
491,556
|
|
Nextel Brazil
|
|
|
595,565
|
|
|
|
25
|
%
|
|
|
(254,211
|
)
|
|
|
27
|
%
|
|
|
(199,735
|
)
|
|
|
26
|
%
|
|
|
141,619
|
|
Nextel Argentina
|
|
|
317,808
|
|
|
|
14
|
%
|
|
|
(147,746
|
)
|
|
|
16
|
%
|
|
|
(69,185
|
)
|
|
|
9
|
%
|
|
|
100,877
|
|
Nextel Peru
|
|
|
138,148
|
|
|
|
6
|
%
|
|
|
(72,856
|
)
|
|
|
8
|
%
|
|
|
(39,273
|
)
|
|
|
5
|
%
|
|
|
26,019
|
|
Corporate and other
|
|
|
2,459
|
|
|
|
|
|
|
|
(2,645
|
)
|
|
|
|
|
|
|
(109,632
|
)
|
|
|
14
|
%
|
|
|
(109,818
|
)
|
Intercompany eliminations
|
|
|
(859
|
)
|
|
|
|
|
|
|
859
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total consolidated
|
|
$
|
2,352,196
|
|
|
|
100
|
%
|
|
$
|
(930,435
|
)
|
|
|
100
|
%
|
|
$
|
(771,508
|
)
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% 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, 2007
|
|
Revenues
|
|
|
Revenues
|
|
|
Revenues
|
|
|
Revenues
|
|
|
Expenses
|
|
|
Expenses
|
|
|
(Losses)
|
|
|
|
(dollars in thousands)
|
|
|
Nextel Mexico
|
|
$
|
466,110
|
|
|
|
55
|
%
|
|
$
|
(160,147
|
)
|
|
|
48
|
%
|
|
$
|
(125,347
|
)
|
|
|
45
|
%
|
|
$
|
180,616
|
|
Nextel Brazil
|
|
|
223,214
|
|
|
|
26
|
%
|
|
|
(95,961
|
)
|
|
|
28
|
%
|
|
|
(77,246
|
)
|
|
|
27
|
%
|
|
|
50,007
|
|
Nextel Argentina
|
|
|
114,053
|
|
|
|
13
|
%
|
|
|
(52,472
|
)
|
|
|
16
|
%
|
|
|
(24,531
|
)
|
|
|
9
|
%
|
|
|
37,050
|
|
Nextel Peru
|
|
|
48,777
|
|
|
|
6
|
%
|
|
|
(26,390
|
)
|
|
|
8
|
%
|
|
|
(14,241
|
)
|
|
|
5
|
%
|
|
|
8,146
|
|
Corporate and other
|
|
|
1,077
|
|
|
|
|
|
|
|
(1,021
|
)
|
|
|
|
|
|
|
(40,695
|
)
|
|
|
14
|
%
|
|
|
(40,639
|
)
|
Intercompany eliminations
|
|
|
(308
|
)
|
|
|
|
|
|
|
308
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total consolidated
|
|
$
|
852,923
|
|
|
|
100
|
%
|
|
$
|
(335,683
|
)
|
|
|
100
|
%
|
|
$
|
(282,060
|
)
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% 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
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33
Exchange
Rate Summary
In accordance with accounting principles generally accepted in
the United States, we translated the results of operations of
our operating segments using the average exchange rates for the
nine and three months ended September 30, 2007 and 2006.
The following table presents the average exchange rates we used
to translate the results of operations of our operating
segments, as well as changes from the average exchange rates
utilized in prior periods. Because the U.S. dollar is the
functional currency in Peru, Nextel Perus results of
operations are not significantly impacted by changes in the
U.S. dollar to Peruvian sol exchange rate.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30,
|
|
|
|
2007
|
|
|
2006
|
|
|
Percent Change
|
|
|
Mexican peso
|
|
|
10.95
|
|
|
|
10.90
|
|
|
|
(0.5
|
)%
|
Brazilian real
|
|
|
2.00
|
|
|
|
2.18
|
|
|
|
9.0
|
%
|
Argentine peso
|
|
|
3.11
|
|
|
|
3.07
|
|
|
|
(1.3
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
|
|
2007
|
|
|
2006
|
|
|
Percent Change
|
|
|
Mexican peso
|
|
|
10.96
|
|
|
|
10.96
|
|
|
|
|
|
Brazilian real
|
|
|
1.92
|
|
|
|
2.17
|
|
|
|
13.0
|
%
|
Argentine peso
|
|
|
3.14
|
|
|
|
3.09
|
|
|
|
(1.6
|
)%
|
A discussion of the results of operations for each of our
reportable segments is provided below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of
|
|
|
|
|
|
% of
|
|
|
|
|
|
|
|
|
|
|
|
|
Nextel
|
|
|
|
|
|
Nextel
|
|
|
|
|
|
|
|
|
|
|
|
|
Mexicos
|
|
|
|
|
|
Mexicos
|
|
|
Change from
|
|
|
|
September 30,
|
|
|
Operating
|
|
|
September 30,
|
|
|
Operating
|
|
|
Previous Year
|
|
|
|
2007
|
|
|
Revenues
|
|
|
2006
|
|
|
Revenues
|
|
|
Dollars
|
|
|
Percent
|
|
|
|
(dollars in thousands)
|
|
|
Nine Months Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service and other revenues
|
|
$
|
1,280,982
|
|
|
|
99
|
%
|
|
$
|
946,500
|
|
|
|
98
|
%
|
|
$
|
334,482
|
|
|
|
35
|
%
|
Digital handset and accessory revenues
|
|
|
18,093
|
|
|
|
1
|
%
|
|
|
17,468
|
|
|
|
2
|
%
|
|
|
625
|
|
|
|
4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,299,075
|
|
|
|
100
|
%
|
|
|
963,968
|
|
|
|
100
|
%
|
|
|
335,107
|
|
|
|
35
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of service (exclusive of depreciation and amortization
included below)
|
|
|
(270,433
|
)
|
|
|
(21
|
)%
|
|
|
(198,714
|
)
|
|
|
(21
|
)%
|
|
|
(71,719
|
)
|
|
|
36
|
%
|
Cost of digital handsets and accessories
|
|
|
(183,403
|
)
|
|
|
(14
|
)%
|
|
|
(125,422
|
)
|
|
|
(13
|
)%
|
|
|
(57,981
|
)
|
|
|
46
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(453,836
|
)
|
|
|
(35
|
)%
|
|
|
(324,136
|
)
|
|
|
(34
|
)%
|
|
|
(129,700
|
)
|
|
|
40
|
%
|
Selling and marketing expenses
|
|
|
(184,160
|
)
|
|
|
(14
|
)%
|
|
|
(146,023
|
)
|
|
|
(15
|
)%
|
|
|
(38,137
|
)
|
|
|
26
|
%
|
General and administrative expenses
|
|
|
(169,523
|
)
|
|
|
(13
|
)%
|
|
|
(118,092
|
)
|
|
|
(12
|
)%
|
|
|
(51,431
|
)
|
|
|
44
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment earnings
|
|
|
491,556
|
|
|
|
38
|
%
|
|
|
375,717
|
|
|
|
39
|
%
|
|
|
115,839
|
|
|
|
31
|
%
|
Management fee
|
|
|
(29,700
|
)
|
|
|
(2
|
)%
|
|
|
|
|
|
|
|
|
|
|
(29,700
|
)
|
|
|
NM
|
|
Depreciation and amortization
|
|
|
(106,788
|
)
|
|
|
(9
|
)%
|
|
|
(72,352
|
)
|
|
|
(8
|
)%
|
|
|
(34,436
|
)
|
|
|
48
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
355,068
|
|
|
|
27
|
%
|
|
|
303,365
|
|
|
|
31
|
%
|
|
|
51,703
|
|
|
|
17
|
%
|
Interest expense, net
|
|
|
(44,765
|
)
|
|
|
(3
|
)%
|
|
|
(27,421
|
)
|
|
|
(3
|
)%
|
|
|
(17,344
|
)
|
|
|
63
|
%
|
Interest income
|
|
|
20,948
|
|
|
|
2
|
%
|
|
|
24,697
|
|
|
|
3
|
%
|
|
|
(3,749
|
)
|
|
|
(15
|
)%
|
34
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of
|
|
|
|
|
|
% of
|
|
|
|
|
|
|
|
|
|
|
|
|
Nextel
|
|
|
|
|
|
Nextel
|
|
|
|
|
|
|
|
|
|
|
|
|
Mexicos
|
|
|
|
|
|
Mexicos
|
|
|
Change from
|
|
|
|
September 30,
|
|
|
Operating
|
|
|
September 30,
|
|
|
Operating
|
|
|
Previous Year
|
|
|
|
2007
|
|
|
Revenues
|
|
|
2006
|
|
|
Revenues
|
|
|
Dollars
|
|
|
Percent
|
|
|
|
(dollars in thousands)
|
|
|
Foreign currency transaction gains (losses), net
|
|
|
899
|
|
|
|
|
|
|
|
(823
|
)
|
|
|
|
|
|
|
1,722
|
|
|
|
(209
|
)%
|
Other income (expense), net
|
|
|
2,183
|
|
|
|
|
|
|
|
(2,116
|
)
|
|
|
|
|
|
|
4,299
|
|
|
|
(203
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income tax
|
|
$
|
334,333
|
|
|
|
26
|
%
|
|
$
|
297,702
|
|
|
|
31
|
%
|
|
$
|
36,631
|
|
|
|
12
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service and other revenues
|
|
$
|
458,665
|
|
|
|
98
|
%
|
|
$
|
341,203
|
|
|
|
99
|
%
|
|
$
|
117,462
|
|
|
|
34
|
%
|
Digital handset and accessory revenues
|
|
|
7,445
|
|
|
|
2
|
%
|
|
|
4,848
|
|
|
|
1
|
%
|
|
|
2,597
|
|
|
|
54
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
466,110
|
|
|
|
100
|
%
|
|
|
346,051
|
|
|
|
100
|
%
|
|
|
120,059
|
|
|
|
35
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of service (exclusive of depreciation and amortization
included below)
|
|
|
(98,657
|
)
|
|
|
(21
|
)%
|
|
|
(71,546
|
)
|
|
|
(21
|
)%
|
|
|
(27,111
|
)
|
|
|
38
|
%
|
Cost of digital handsets and accessories
|
|
|
(61,490
|
)
|
|
|
(13
|
)%
|
|
|
(50,459
|
)
|
|
|
(14
|
)%
|
|
|
(11,031
|
)
|
|
|
22
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(160,147
|
)
|
|
|
(34
|
)%
|
|
|
(122,005
|
)
|
|
|
(35
|
)%
|
|
|
(38,142
|
)
|
|
|
31
|
%
|
Selling and marketing expenses
|
|
|
(66,200
|
)
|
|
|
(14
|
)%
|
|
|
(55,143
|
)
|
|
|
(16
|
)%
|
|
|
(11,057
|
)
|
|
|
20
|
%
|
General and administrative expenses
|
|
|
(59,147
|
)
|
|
|
(13
|
)%
|
|
|
(41,866
|
)
|
|
|
(12
|
)%
|
|
|
(17,281
|
)
|
|
|
41
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment earnings
|
|
|
180,616
|
|
|
|
39
|
%
|
|
|
127,037
|
|
|
|
37
|
%
|
|
|
53,579
|
|
|
|
42
|
%
|
Management fee
|
|
|
(9,900
|
)
|
|
|
(2
|
)%
|
|
|
|
|
|
|
|
|
|
|
(9,900
|
)
|
|
|
NM
|
|
Depreciation and amortization
|
|
|
(38,574
|
)
|
|
|
(9
|
)%
|
|
|
(27,533
|
)
|
|
|
(8
|
)%
|
|
|
(11,041
|
)
|
|
|
40
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
132,142
|
|
|
|
28
|
%
|
|
|
99,504
|
|
|
|
29
|
%
|
|
|
32,638
|
|
|
|
33
|
%
|
Interest expense, net
|
|
|
(15,453
|
)
|
|
|
(3
|
)%
|
|
|
(10,542
|
)
|
|
|
(3
|
)%
|
|
|
(4,911
|
)
|
|
|
47
|
%
|
Interest income
|
|
|
8,039
|
|
|
|
2
|
%
|
|
|
8,702
|
|
|
|
2
|
%
|
|
|
(663
|
)
|
|
|
(8
|
)%
|
Foreign currency transaction (losses) gains, net
|
|
|
(309
|
)
|
|
|
|
|
|
|
2,719
|
|
|
|
1
|
%
|
|
|
(3,028
|
)
|
|
|
(111
|
)%
|
Other (expense) income, net
|
|
|
(77
|
)
|
|
|
|
|
|
|
178
|
|
|
|
|
|
|
|
(255
|
)
|
|
|
(143
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income tax
|
|
$
|
124,342
|
|
|
|
27
|
%
|
|
$
|
100,561
|
|
|
|
29
|
%
|
|
$
|
23,781
|
|
|
|
24
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NM-Not Meaningful
Nextel Mexico continues to be our largest and most profitable
market segment, comprising 55% of our consolidated operating
revenues for the nine months ended September 30, 2007.
During the nine months ended September 30, 2007, Nextel
Mexico experienced strong subscriber growth and a corresponding
increase in operating expenses, which was the result of
increased costs incurred in connection with Nextel Mexicos
expansion efforts, including network, personnel and other
expenses related to the launch of new markets, as well as the
high level of subscriber growth throughout 2006 and the first
nine months of 2007. In addition, for the nine months ended
September 30, 2007, Nextel Mexicos segment earnings
margin decreased from the same period in 2006, primarily as a
result of an increase in cost of digital handset and accessories
because of a 46% increase in handset sales realized in
connection with strong subscriber growth and higher handset
subsidies as a percentage of handset costs.
35
During 2007, some of Nextel Mexicos competitors have
significantly lowered prices for postpaid wireless services,
offered free or significantly discounted handsets, offered
various incentives to larger customers to switch service
providers, including reimbursement of cancellation fees, and
offered bundled telecommunications services that include local,
long distance and data services. Nextel Mexico is addressing
these competitive actions by, among other things, launching
attractive commercial campaigns offering handsets to new and
existing customers on terms that result in higher handset
subsidies as a percentage of handset costs and offering more
competitive rate plans. During the third quarter of 2007, Nextel
Mexico also increased its commission rates and otherwise
modified its compensation arrangements with its indirect sales
channels in an effort to promote additional sales through these
channels. As a result of the more competitive environment,
Nextel Mexico has experienced lower average revenue per
subscriber and a higher customer turnover rate in 2007 compared
to 2006. As Nextel Mexico continues to expand its customer base
in both new and existing markets and continues to address a more
competitive sales environment, we expect that Nextel
Mexicos average revenue per subscriber will continue to
decline throughout the remainder of 2007. We also expect Nextel
Mexicos customer turnover rate to increase throughout the
remainder of 2007 as a result of the highly competitive market
practices in Mexico.
During the first nine months of 2007, Nextel Mexico
substantially completed the network expansion plans launched in
2005 that were designed to significantly increase the number of
markets we serve in Mexico. Coverage expansion and network
improvements resulted in capital expenditures totaling
$200.1 million for the first nine months of 2007, which is
a 43% share of consolidated capital expenditures. While we
expect that Nextel Mexico will continue to represent a
significant portion of our total capital expenditures in the
future, as we continue to increase the coverage and capacity of
our networks in our existing markets, we expect its percentage
of total capital expenditures to decrease slightly now that its
expansion plans are substantially complete. We expect subscriber
growth in Mexico to continue as we take advantage of new markets
launched during 2006 and 2007. As those markets are maturing,
Nextel Mexico has begun to focus on driving penetration in
additional market segments such as small businesses and mid- to
high-income individuals to complement our core target base of
larger business customers.
The average exchange rates of the Mexican peso for the nine
months ended September 30, 2007 depreciated against the
U.S. dollar by less than 1% from the nine months ended
September 30, 2006. As a result, compared to 2006, the
components of Nextel Mexicos results of operations for the
nine months ended September 30, 2007 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 average exchange rate of the Mexican peso for
the three months ended September 30, 2007 remained
relatively constant against the U.S. dollar from the three
months ended September 30, 2006. As a result, the
components of Nextel Mexicos results of operations for the
three months ended September 30, 2007 after translation
into U.S. dollars are generally comparable to its results
of operations for the three months ended September 30, 2006.
The $334.5 million, or 35%, and $117.5 million, or
34%, increases in service and other revenues from the nine and
three months ended September 30, 2006 to the same periods
in 2007 are primarily due to 40% increases in the average number
of digital handsets in service from the nine and three months
ended September 30, 2006 to the same periods in 2007
resulting from growth in Nextel Mexicos existing markets,
as well as the expansion of service coverage into new markets
during 2006 and the first nine months of 2007, partially offset
by slight declines in average revenue per handset.
The $71.7 million, or 36%, and $27.1 million, or 38%,
increases in cost of service from the nine and three months
ended September 30, 2006 to the same periods in 2007 are
principally due to the following:
|
|
|
|
|
$39.2 million, or 43%, and $13.8 million, or 41%,
increases in interconnect costs generally resulting from 36% and
28% increases in interconnect system minutes of use, as well as
an increase in the proportion of mobile-to-mobile minutes of
use, which generally have higher per minute costs;
|
36
|
|
|
|
|
$16.0 million, or 22%, and $5.5 million, or 21%,
increases in direct switch and transmitter and receiver site
costs resulting from a 20% increase in the number of transmitter
and receiver sites in service from September 30, 2006 to
September 30, 2007; and
|
|
|
|
$10.9 million, or 39%, and $5.0 million, or 51%,
increases in service and repair costs largely due to increased
activity under Nextel Mexicos handset maintenance program.
|
The $58.0 million, or 46%, and $11.0 million, or 22%,
increases in cost of digital handsets and accessories from the
nine and three months ended September 30, 2006 to the same
periods in 2007 are primarily due to 46% and 25% increases in
total handset sales, respectively, as well as increases in
handset upgrades.
|
|
3.
|
Selling and
marketing expenses
|
The $38.1 million, or 26%, and $11.1 million, or 20%,
increases in selling and marketing expenses from the nine and
three months ended September 30, 2006 to the same periods
in 2007 are primarily a result of the following:
|
|
|
|
|
$17.8 million, or 26%, and $6.7 million, or 26%,
increases in indirect commissions primarily due to 37% and 16%
increases in handset sales by Nextel Mexicos
dealers; and
|
|
|
|
$13.7 million, or 34%, and $4.4 million, or 30%,
increases in direct commissions and payroll expenses principally
due to 63% and 41% increases in handset sales by Nextel
Mexicos sales personnel, partially offset by a decrease in
direct commission per handset sale resulting from a change in
the mix of rate plans sold.
|
Due to the increases in commission rates for indirect sales
channels that Nextel Mexico recently implemented, we expect that
indirect commissions per handset sale will increase
significantly during the remainder of 2007 and in 2008.
The $4.9 million, or 15%, increase in advertising costs
from the nine months ended September 30, 2006 to the same
period in 2007 is 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 brand name.
|
|
4.
|
General and
administrative expenses
|
The $51.4 million, or 44%, and $17.3 million, or 41%,
increases in general and administrative expenses from the nine
and three months ended September 30, 2006 to the same
periods in 2007 are largely a result of the following:
|
|
|
|
|
$22.4 million, or 57%, and $7.5 million, or 51%,
increases in customer care expenses primarily due to an increase
in payroll and employee related expenses caused by an increase
in customer care personnel necessary to support a larger
customer base, as well as an increase in the number of retail
stores;
|
|
|
|
$17.6 million, or 34%, and $5.3 million, or 28%,
increases in general corporate costs resulting from an increase
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; and
|
|
|
|
$8.4 million, or 74%, and $3.2 million, or 89%,
increases in bad debt expense. Bad debt as a percentage of
revenue increased from 1.18% for the nine months ended
September 30, 2006 to 1.52% for the same period in 2007 and
from 1.03% for the three months ended September 30, 2006 to
1.44% for the same period in 2007. These increases resulted
primarily from the introduction of certain rate plans that are
available to customers with higher credit risk. We expect bad
debt as a percent of revenue to remain relatively stable through
the remainder of 2007.
|
We charge a management fee to Nextel Mexico for its share of the
corporate management services performed by us, which effective
January 1, 2007, we include in our segment reporting
information. Nextel Mexico incurred a management fee of
$29.7 million and $9.9 million for the nine and three
months ended September 30, 2007. During
37
the nine and three months ended September 30, 2006, Nextel
Mexico incurred a management fee of $51.1 million and
$17.0 million, respectively.
|
|
6.
|
Depreciation
and amortization
|
The $34.4 million, or 48%, and $11.0 million, or 40%,
increases in depreciation and amortization from the nine and
three months ended September 30, 2006 to the same periods
in 2007 are primarily due to a 44% increase in Nextel
Mexicos property, plant and equipment in service resulting
from the continued build-out of Nextel Mexicos digital
mobile network in connection with its market expansion plan.
Excluding $7.8 million and $2.6 million in interest on
the management fee for the nine and three months ended
September 30, 2007 that was not recognized for segment
reporting purposes in 2006, Nextel Mexicos interest
expense increased $9.5 million, or 35%, and
$2.3 million, or 22%, mostly due to decreases in
capitalized interest related to a significant decrease in
average
construction-in-progress
balances due to the substantial completion of its expansion
plan, as well as an increase in interest incurred on its
co-location capital leases resulting from an increase in the
number of communication tower co-location agreements.
|
|
8.
|
Foreign
currency transaction gains (losses), net
|
Foreign currency transaction gains of $2.7 million for the
three months ended September 30, 2006 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 $4.3 million change in other expense, net, from the
nine months ended September 30, 2006 to the same period in
2007 primarily relates to the reversal of a contingent liability
during the first quarter of 2007 and a reduction in realized
losses on Nextel Mexicos hedge of capital expenditures and
handset purchases that we reclassify from accumulated other
comprehensive loss.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of
|
|
|
|
|
|
% of
|
|
|
|
|
|
|
|
|
|
|
|
|
Nextel
|
|
|
|
|
|
Nextel
|
|
|
|
|
|
|
|
|
|
|
|
|
Brazils
|
|
|
|
|
|
Brazils
|
|
|
Change from
|
|
|
|
September 30,
|
|
|
Operating
|
|
|
September 30,
|
|
|
Operating
|
|
|
Previous Year
|
|
|
|
2007
|
|
|
Revenues
|
|
|
2006
|
|
|
Revenues
|
|
|
Dollars
|
|
|
Percent
|
|
|
|
|
|
|
|
|
|
(dollars in thousands)
|
|
|
|
|
|
|
|
|
Nine Months Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service and other revenues
|
|
$
|
570,308
|
|
|
|
96
|
%
|
|
$
|
354,863
|
|
|
|
93
|
%
|
|
$
|
215,445
|
|
|
|
61
|
%
|
Digital handset and accessory revenues
|
|
|
25,257
|
|
|
|
4
|
%
|
|
|
28,707
|
|
|
|
7
|
%
|
|
|
(3,450
|
)
|
|
|
(12
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
595,565
|
|
|
|
100
|
%
|
|
|
383,570
|
|
|
|
100
|
%
|
|
|
211,995
|
|
|
|
55
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of service (exclusive of depreciation and amortization
included below)
|
|
|
(198,525
|
)
|
|
|
(33
|
)%
|
|
|
(122,911
|
)
|
|
|
(32
|
)%
|
|
|
(75,614
|
)
|
|
|
62
|
%
|
Cost of digital handsets and accessories
|
|
|
(55,686
|
)
|
|
|
(10
|
)%
|
|
|
(53,066
|
)
|
|
|
(14
|
)%
|
|
|
(2,620
|
)
|
|
|
5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(254,211
|
)
|
|
|
(43
|
)%
|
|
|
(175,977
|
)
|
|
|
(46
|
)%
|
|
|
(78,234
|
)
|
|
|
44
|
%
|
Selling and marketing expenses
|
|
|
(81,976
|
)
|
|
|
(13
|
)%
|
|
|
(50,328
|
)
|
|
|
(13
|
)%
|
|
|
(31,648
|
)
|
|
|
63
|
%
|
General and administrative expenses
|
|
|
(117,759
|
)
|
|
|
(20
|
)%
|
|
|
(81,137
|
)
|
|
|
(21
|
)%
|
|
|
(36,622
|
)
|
|
|
45
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of
|
|
|
|
|
|
% of
|
|
|
|
|
|
|
|
|
|
|
|
|
Nextel
|
|
|
|
|
|
Nextel
|
|
|
|
|
|
|
|
|
|
|
|
|
Brazils
|
|
|
|
|
|
Brazils
|
|
|
Change from
|
|
|
|
September 30,
|
|
|
Operating
|
|
|
September 30,
|
|
|
Operating
|
|
|
Previous Year
|
|
|
|
2007
|
|
|
Revenues
|
|
|
2006
|
|
|
Revenues
|
|
|
Dollars
|
|
|
Percent
|
|
|
|
|
|
|
|
|
|
(dollars in thousands)
|
|
|
|
|
|
|
|
|
Segment earnings
|
|
|
141,619
|
|
|
|
24
|
%
|
|
|
76,128
|
|
|
|
20
|
%
|
|
|
65,491
|
|
|
|
86
|
%
|
Depreciation and amortization
|
|
|
(67,734
|
)
|
|
|
(12
|
)%
|
|
|
(40,671
|
)
|
|
|
(11
|
)%
|
|
|
(27,063
|
)
|
|
|
67
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
73,885
|
|
|
|
12
|
%
|
|
|
35,457
|
|
|
|
9
|
%
|
|
|
38,428
|
|
|
|
108
|
%
|
Interest expense, net
|
|
|
(22,221
|
)
|
|
|
(4
|
)%
|
|
|
(17,857
|
)
|
|
|
(5
|
)%
|
|
|
(4,364
|
)
|
|
|
24
|
%
|
Interest income
|
|
|
4,457
|
|
|
|
1
|
%
|
|
|
2,480
|
|
|
|
1
|
%
|
|
|
1,977
|
|
|
|
80
|
%
|
Foreign currency transaction gains (losses), net
|
|
|
10,041
|
|
|
|
2
|
%
|
|
|
(338
|
)
|
|
|
|
|
|
|
10,379
|
|
|
|
NM
|
|
Other expense, net
|
|
|
(3,162
|
)
|
|
|
|
|
|
|
(4,567
|
)
|
|
|
(1
|
)%
|
|
|
1,405
|
|
|
|
(31
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income tax
|
|
$
|
63,000
|
|
|
|
11
|
%
|
|
$
|
15,175
|
|
|
|
4
|
%
|
|
$
|
47,825
|
|
|
|
NM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service and other revenues
|
|
$
|
215,683
|
|
|
|
97
|
%
|
|
$
|
130,526
|
|
|
|
92
|
%
|
|
$
|
85,157
|
|
|
|
65
|
%
|
Digital handset and accessory revenues
|
|
|
7,531
|
|
|
|
3
|
%
|
|
|
11,307
|
|
|
|
8
|
%
|
|
|
(3,776
|
)
|
|
|
(33
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
223,214
|
|
|
|
100
|
%
|
|
|
141,833
|
|
|
|
100
|
%
|
|
|
81,381
|
|
|
|
57
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of service (exclusive of depreciation and amortization
included below)
|
|
|
(75,229
|
)
|
|
|
(34
|
)%
|
|
|
(45,126
|
)
|
|
|
(32
|
)%
|
|
|
(30,103
|
)
|
|
|
67
|
%
|
Cost of digital handsets and accessories
|
|
|
(20,732
|
)
|
|
|
(9
|
)%
|
|
|
(19,118
|
)
|
|
|
(13
|
)%
|
|
|
(1,614
|
)
|
|
|
8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(95,961
|
)
|
|
|
(43
|
)%
|
|
|
(64,244
|
)
|
|
|
(45
|
)%
|
|
|
(31,717
|
)
|
|
|
49
|
%
|
Selling and marketing expenses
|
|
|
(32,356
|
)
|
|
|
(15
|
)%
|
|
|
(18,971
|
)
|
|
|
(14
|
)%
|
|
|
(13,385
|
)
|
|
|
71
|
%
|
General and administrative expenses
|
|
|
(44,890
|
)
|
|
|
(20
|
)%
|
|
|
(28,545
|
)
|
|
|
(20
|
)%
|
|
|
(16,345
|
)
|
|
|
57
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment earnings
|
|
|
50,007
|
|
|
|
22
|
%
|
|
|
30,073
|
|
|
|
21
|
%
|
|
|
19,934
|
|
|
|
66
|
%
|
Depreciation and amortization
|
|
|
(25,077
|
)
|
|
|
(11
|
)%
|
|
|
(15,144
|
)
|
|
|
(11
|
)%
|
|
|
(9,933
|
)
|
|
|
66
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
24,930
|
|
|
|
11
|
%
|
|
|
14,929
|
|
|
|
10
|
%
|
|
|
10,001
|
|
|
|
67
|
%
|
Interest expense, net
|
|
|
(7,879
|
)
|
|
|
(4
|
)%
|
|
|
(6,248
|
)
|
|
|
(4
|
)%
|
|
|
(1,631
|
)
|
|
|
26
|
%
|
Interest income
|
|
|
1,667
|
|
|
|
1
|
%
|
|
|
895
|
|
|
|
|
|
|
|
772
|
|
|
|
86
|
%
|
Foreign currency transaction gains (losses), net
|
|
|
5,802
|
|
|
|
3
|
%
|
|
|
(66
|
)
|
|
|
|
|
|
|
5,868
|
|
|
|
NM
|
|
Other expense, net
|
|
|
(1,608
|
)
|
|
|
(1
|
)%
|
|
|
(1,831
|
)
|
|
|
(1
|
)%
|
|
|
223
|
|
|
|
(12
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income tax
|
|
$
|
22,912
|
|
|
|
10
|
%
|
|
$
|
7,679
|
|
|
|
5
|
%
|
|
$
|
15,233
|
|
|
|
198
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NM-Not Meaningful
Over the last several years, Nextel Brazils subscriber
base and segment earnings have increased as a result of a
continued focus on customer service, the expansion of its
digital mobile network and significant improvements in its
operating cost structure. In addition to these factors,
improvements in the Brazilian economy and increasing demand for
Nextel Brazils products and services have resulted in
continued growth in existing markets and have led Nextel Brazil
to make significant investments in order to expand its services
into new markets. Coverage expansion and network improvements
resulted in capital expenditures totaling $177.9 million
for the first nine
39
months of 2007, which is a 38% share of consolidated capital
expenditure investments. We believe that Nextel Brazils
network expansion and quality improvements are contributing
factors to our low consolidated customer turnover rate and our
consolidated subscriber growth. Throughout the remainder of
2007, Nextel Brazil plans to continue to expand its digital
mobile network and grow its subscriber base. In addition, during
the second quarter of 2007, we decided to develop plans to
further expand our network coverage in Brazil over the next two
to three years.
The average exchange rate of the Brazilian real for the nine and
three months ended September 30, 2007 appreciated against
the U.S. dollar by 9% and 13% from the same periods in
2006. As a result, the components of Nextel Brazils
results of operations for the nine and three months ended
September 30, 2007 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
Brazilian real.
The $215.4 million, or 61%, and $85.2 million, or 65%,
increases in service and other revenues from the nine and three
months ended September 30, 2006 to the same periods in 2007
are primarily a result of 42% and 43% increases in the average
number of digital handsets in service resulting from growth in
Nextel Brazils existing markets, and the expansion of
service coverage into new markets in connection with our
balanced growth and expansion objectives, as well as increases
in local currency-based average revenues per subscriber.
The $3.5 million, or 12%, and $3.8 million, or 33%,
decreases in digital handset and accessory sales from the nine
and three months ended September 30, 2006 to the same
periods in 2007 are primarily due to decreases in handset sales
revenues resulting from increased sales of SIM cards in 2007,
which allow a customer to use our service by inserting the card
into a separately purchased handset and which generated lower
sales revenues per unit, compared to a higher volume of handsets
sold during 2006.
The $75.6 million, or 62%, and $30.1 million, or 67%,
increases in cost of service from the nine and three months
ended September 30, 2006 to the same periods in 2007 are
primarily due to the following:
|
|
|
|
|
$47.8 million, or 82%, and $19.4 million, or 87%,
increases in interconnect costs resulting from 50% and 49%
increases in interconnect minutes of use, as well as increases
in the proportion of mobile-to-mobile minutes of use, which
generally have higher per minute costs;
|
|
|
|
$20.8 million, or 46%, and $8.2 million, or 52%,
increases in direct switch and transmitter and receiver site
costs, including spectrum license fees, resulting from a 22%
increase in the number of transmitter and receiver sites in
service from September 30, 2006 to September 30, 2007,
as well as increases in operating and maintenance costs per
site; and
|
|
|
|
$3.7 million, or 28%, and $1.1 million, or 24%,
increases in service and repair costs largely due to increased
activity under Nextel Brazils handset maintenance program.
|
The $2.6 million, or 5%, and $1.6 million, or 8%,
increases in cost of digital handsets and accessories from the
nine and three months ended September 30, 2006 to the same
periods in 2007 are primarily due to 32% and 48% increases in
handset upgrades provided to current customers, partially offset
by decreases in handset costs resulting from increased sales of
SIM cards in 2007 compared to a higher volume of handsets
purchased during 2006.
|
|
3.
|
Selling and
marketing expenses
|
The $31.6 million, or 63%, and $13.4 million, or 71%,
increases in selling and marketing expenses from the nine and
three months ended September 30, 2006 to the same periods
in 2007 are principally due to the following:
|
|
|
|
|
$12.9 million, or 53%, and $5.0 million, or 58%,
increases in payroll expenses and direct commissions largely as
a result of 43% and 40% increases in handset sales by Nextel
Brazils internal sales force, as well as 49% increases in
selling and marketing personnel necessary to support continued
sales growth;
|
40
|
|
|
|
|
$9.3 million, or 84%, and $4.5 million, or 98%,
increases in advertising expenses resulting from the launch of
new markets in connection with Nextel Brazils expansion
plan, its sponsorship of the Copa Nextel Stock Car series, a
professional racecar event, and its continued print and media
campaigns for various products and services, including the
launch of Blackberry services; and
|
|
|
|
$9.0 million, or 70%, and $3.6 million, or 72%,
increases in indirect commissions resulting from 47% and 52%
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.
|
|
|
4.
|
General and
administrative expenses
|
The $36.6 million, or 45%, and $16.3 million, or 57%,
increases in general and administrative expenses from the nine
and three months ended September 30, 2006 to the same
periods in 2007 are primarily a result of the following:
|
|
|
|
|
$12.5 million, or 60%, and $5.2 million, or 70%,
increases in revenue-based taxes that we report on a gross basis
as both service and other revenues and general and
administrative expenses, primarily due to the 55% and 57%
increases in Nextel Brazils operating revenues;
|
|
|
|
$10.9 million, or 46%, and $4.9 million, or 57%,
increases in customer care expenses resulting from 35% increases
in customer care personnel for both periods necessary to support
a larger customer base, as well as increases in various
facilities expenses;
|
|
|
|
$8.0 million, or 38%, and $3.8 million, or 51%,
increases in general corporate and facilities costs primarily
resulting from an increase in general and administrative
personnel necessary to support Nextel Brazils
expansion; and
|
|
|
|
$3.6 million, or 53%, and $1.3 million, or 53%,
increases in information technology expenses related to Nextel
Brazils systems infrastructure as a result of its growing
subscriber base.
|
|
|
5.
|
Depreciation
and amortization
|
The $27.1 million, or 67%, and $9.9 million, or 66%,
increases in depreciation and amortization from the nine and
three months ended September 30, 2006 to the same periods
in 2007 are primarily due to a 76% increase in Nextel
Brazils property, plant and equipment in service from
September 30, 2006 to September 30, 2007 resulting
from the continued build-out of Nextel Brazils digital
mobile network.
The $4.4 million, or 24%, and $1.6 million, or 26%,
increases in net interest expense are primarily the result of
increases in interest incurred on Nextel Brazils towers
financing transactions and capital lease obligations primarily
due to increases in both the number of towers financed and the
number of capital leases, as well as decreases in capitalized
interest.
|
|
7.
|
Foreign
currency transaction gains (losses), net
|
Foreign currency transaction gains of $10.0 million and
$5.8 million for the nine and three months ended
September 30, 2007 are primarily due to the strengthening
of the Brazilian real relative to the U.S. dollar on Nextel
Brazils U.S. dollar-denominated liabilities,
primarily its short-term intercompany payables.
41
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of
|
|
|
|
|
|
% of
|
|
|
|
|
|
|
|
|
|
|
|
|
Nextel
|
|
|
|
|
|
Nextel
|
|
|
|
|
|
|
|
|
|
|
|
|
Argentinas
|
|
|
|
|
|
Argentinas
|
|
|
Change from
|
|
|
|
September 30,
|
|
|
Operating
|
|
|
September 30,
|
|
|
Operating
|
|
|
Previous Year
|
|
|
|
2007
|
|
|
Revenues
|
|
|
2006
|
|
|
Revenues
|
|
|
Dollars
|
|
|
Percent
|
|
|
|
(dollars in thousands)
|
|
|
Nine Months Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service and other revenues
|
|
$
|
293,538
|
|
|
|
92
|
%
|
|
$
|
229,629
|
|
|
|
93
|
%
|
|
$
|
63,909
|
|
|
|
28
|
%
|
Digital handset and accessory revenues
|
|
|
24,270
|
|
|
|
8
|
%
|
|
|
17,743
|
|
|
|
7
|
%
|
|
|
6,527
|
|
|
|
37
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
317,808
|
|
|
|
100
|
%
|
|
|
247,372
|
|
|
|
100
|
%
|
|
|
70,436
|
|
|
|
28
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of service (exclusive of depreciation and amortization
included below)
|
|
|
(110,038
|
)
|
|
|
(34
|
)%
|
|
|
(80,150
|
)
|
|
|
(33
|
)%
|
|
|
(29,888
|
)
|
|
|
37
|
%
|
Cost of digital handsets and accessories
|
|
|
(37,708
|
)
|
|
|
(12
|
)%
|
|
|
(32,454
|
)
|
|
|
(13
|
)%
|
|
|
(5,254
|
)
|
|
|
16
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(147,746
|
)
|
|
|
(46
|
)%
|
|
|
(112,604
|
)
|
|
|
(46
|
)%
|
|
|
(35,142
|
)
|
|
|
31
|
%
|
Selling and marketing expenses
|
|
|
(24,128
|
)
|
|
|
(8
|
)%
|
|
|
(19,988
|
)
|
|
|
(8
|
)%
|
|
|
(4,140
|
)
|
|
|
21
|
%
|
General and administrative expenses
|
|
|
(45,057
|
)
|
|
|
(14
|
)%
|
|
|
(42,829
|
)
|
|
|
(17
|
)%
|
|
|
(2,228
|
)
|
|
|
5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment earnings
|
|
|
100,877
|
|
|
|
32
|
%
|
|
|
71,951
|
|
|
|
29
|
%
|
|
|
28,926
|
|
|
|
40
|
%
|
Depreciation and amortization
|
|
|
(22,505
|
)
|
|
|
(7
|
)%
|
|
|
(13,203
|
)
|
|
|
(5
|
)%
|
|
|
(9,302
|
)
|
|
|
70
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
78,372
|
|
|
|
25
|
%
|
|
|
58,748
|
|
|
|
24
|
%
|
|
|
19,624
|
|
|
|
33
|
%
|
Interest expense, net
|
|
|
(1,904
|
)
|
|
|
|
|
|
|
(2,118
|
)
|
|
|
(1
|
)%
|
|
|
214
|
|
|
|
(10
|
)%
|
Interest income
|
|
|
3,417
|
|
|
|
1
|
%
|
|
|
1,765
|
|
|
|
1
|
%
|
|
|
1,652
|
|
|
|
94
|
%
|
Foreign currency transaction gains, net
|
|
|
1,301
|
|
|
|
|
|
|
|
394
|
|
|
|
|
|
|
|
907
|
|
|
|
230
|
%
|
Other income, net
|
|
|
1,586
|
|
|
|
|
|
|
|
319
|
|
|
|
|
|
|
|
1,267
|
|
|
|
NM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income tax
|
|
$
|
82,772
|
|
|
|
26
|
%
|
|
$
|
59,108
|
|
|
|
24
|
%
|
|
$
|
23,664
|
|
|
|
40
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
42
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of
|
|
|
|
|
|
% of
|
|
|
|
|
|
|
|
|
|
|
|
|
Nextel
|
|
|
|
|
|
Nextel
|
|
|
|
|
|
|
|
|
|
|
|
|
Argentinas
|
|
|
|
|
|
Argentinas
|
|
|
Change from
|
|
|
|
September 30,
|
|
|
Operating
|
|
|
September 30,
|
|
|
Operating
|
|
|
Previous Year
|
|
|
|
2007
|
|
|
Revenues
|
|
|
2006
|
|
|
Revenues
|
|
|
Dollars
|
|
|
Percent
|
|
|
|
(dollars in thousands)
|
|
|
Three Months Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service and other revenues
|
|
$
|
105,437
|
|
|
|
92
|
%
|
|
$
|
82,685
|
|
|
|
92
|
%
|
|
$
|
22,752
|
|
|
|
28
|
%
|
Digital handset and accessory revenues
|
|
|
8,616
|
|
|
|
8
|
%
|
|
|
7,102
|
|
|
|
8
|
%
|
|
|
1,514
|
|
|
|
21
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
114,053
|
|
|
|
100
|
%
|
|
|
89,787
|
|
|
|
100
|
%
|
|
|
24,266
|
|
|
|
27
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of service (exclusive of depreciation and amortization
included below)
|
|
|
(39,318
|
)
|
|
|
(34
|
)%
|
|
|
(28,520
|
)
|
|
|
(32
|
)%
|
|
|
(10,798
|
)
|
|
|
38
|
%
|
Cost of digital handsets and accessories
|
|
|
(13,154
|
)
|
|
|
(12
|
)%
|
|
|
(13,219
|
)
|
|
|
(15
|
)%
|
|
|
65
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(52,472
|
)
|
|
|
(46
|
)%
|
|
|
(41,739
|
)
|
|
|
(47
|
)%
|
|
|
(10,733
|
)
|
|
|
26
|
%
|
Selling and marketing expenses
|
|
|
(8,997
|
)
|
|
|
(8
|
)%
|
|
|
(7,173
|
)
|
|
|
(8
|
)%
|
|
|
(1,824
|
)
|
|
|
25
|
%
|
General and administrative expenses
|
|
|
(15,534
|
)
|
|
|
(14
|
)%
|
|
|
(15,688
|
)
|
|
|
(17
|
)%
|
|
|
154
|
|
|
|
(1
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment earnings
|
|
|
37,050
|
|
|
|
32
|
%
|
|
|
25,187
|
|
|
|
28
|
%
|
|
|
11,863
|
|
|
|
47
|
%
|
Depreciation and amortization
|
|
|
(7,637
|
)
|
|
|
(6
|
)%
|
|
|
(5,708
|
)
|
|
|
(6
|
)%
|
|
|
(1,929
|
)
|
|
|
34
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
29,413
|
|
|
|
26
|
%
|
|
|
19,479
|
|
|
|
22
|
%
|
|
|
9,934
|
|
|
|
51
|
%
|
Interest expense, net
|
|
|
(780
|
)
|
|
|
(1
|
)%
|
|
|
(669
|
)
|
|
|
(1
|
)%
|
|
|
(111
|
)
|
|
|
17
|
%
|
Interest income
|
|
|
1,380
|
|
|
|
1
|
%
|
|
|
651
|
|
|
|
1
|
%
|
|
|
729
|
|
|
|
112
|
%
|
Foreign currency transaction gains (losses), net
|
|
|
995
|
|
|
|
1
|
%
|
|
|
(11
|
)
|
|
|
|
|
|
|
1,006
|
|
|
|
NM
|
|
Other income, net
|
|
|
9
|
|
|
|
|
|
|
|
90
|
|
|
|
|
|
|
|
(81
|
)
|
|
|
(90
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income tax
|
|
$
|
31,017
|
|
|
|
27
|
%
|
|
$
|
19,540
|
|
|
|
22
|
%
|
|
$
|
11,477
|
|
|
|
59
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NM-Not Meaningful
The average exchange rates of the Argentine peso for the nine
and three months ended September 30, 2007 depreciated
against the U.S. dollar by 1% and 2% from the same periods
in 2006. As a result, the components of Nextel Argentinas
results of operations for the nine and three months ended
September 30, 2007 after translation into U.S. dollars
reflect slightly lower increases than would have occurred if it
were not for the impact of the depreciation in the average value
of the peso.
The $63.9 million, or 28%, and $22.8 million, or 28%,
increases in service and other revenues from the nine and three
months ended September 30, 2006 to the same periods in 2007
are primarily a result of the following:
|
|
|
|
|
28% and 27% increases in the average number of digital handsets
in service, resulting primarily from growth in Nextel
Argentinas existing markets; and
|
43
|
|
|
|
|
$8.1 million, or 35%, and $3.2 million, or 39%,
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 $6.5 million, or 37%, and $1.5 million, or 21%,
increases in digital handset and accessory revenues from the
nine and three months ended September 30, 2006 to the same
periods in 2007, are primarily the result of 22% and 17%
increases in handset sales, as well as increases in handset
upgrades.
The $29.9 million, or 37%, and $10.8 million, or 38%,
increases in cost of service from the nine and three months
ended September 30, 2006 to the same periods in 2007 are
principally a result of the following:
|
|
|
|
|
$12.4 million, or 28%, and $3.7 million, or 22%,
increases in interconnect costs largely as a result of 19% and
18% increases in interconnect system minutes of use, as well as
an increase in the proportion of mobile-to-mobile minutes of
use, which generally have higher per minute costs;
|
|
|
|
$11.0 million, or 66%, and $4.4 million, or 78%,
increases in service and repair costs largely due to increased
activity under Nextel Argentinas handset maintenance
program; and
|
|
|
|
$5.5 million, or 30%, and $2.2 million, or 37%,
increases in direct switch and transmitter and receiver site
costs, including spectrum license fees, due to a 19% increase in
the number of transmitter and receiver sites in service from
September 30, 2006 to September 30, 2007, as well as
increases in rental costs and municipal taxes per site.
|
The $5.3 million, or 16%, increase in cost of digital
handset and accessory sales from the nine months ended
September 30, 2006 to the same period in 2007 is primarily
due to a 22% increase in handset sales, as well as a 21%
increase in handset upgrades.
|
|
3.
|
Selling and
marketing expenses
|
The $4.1 million, or 21%, and $1.8 million, or 25%,
increases in selling and marketing expenses from the nine and
three months ended September 30, 2006 to the same periods
in 2007 are primarily due to the following:
|
|
|
|
|
$2.7 million, or 31%, and $1.0 million, or 31%,
increases in indirect commissions principally resulting from 29%
and 22% increases in handset sales obtained through Nextel
Argentinas external sales channels, as well as an increase
in indirect commissions earned per handset sale; and
|
|
|
|
$1.0 million, or 13%, and $0.7 million, or 25%,
increases in direct commissions and payroll expenses principally
resulting from 14% and 10% increases in handset sales by Nextel
Argentinas sales personnel.
|
|
|
4.
|
General and
administrative expenses
|
The $2.2 million, or 5%, increase in general and
administrative expenses from the nine months ended
September 30, 2006 to the same period in 2007 is largely a
result of a $2.8 million, or 32%, increase in customer care
expenses resulting from an increase in customer care personnel
necessary to support a larger customer base, partially offset by
a cost reduction resulting from a change in the calculation of
the universal service tax.
|
|
5.
|
Depreciation
and amortization
|
The $9.3 million, or 70%, and $1.9 million, or 34%,
increases in depreciation and amortization from the nine and
three months ended September 30, 2006 to the same periods
in 2007 are primarily due to 26% increases in Nextel
Argentinas property, plant and equipment in service.
44
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of
|
|
|
|
|
|
% of
|
|
|
|
|
|
|
|
|
|
|
|
|
Nextel
|
|
|
|
|
|
Nextel
|
|
|
|
|
|
|
|
|
|
|
|
|
Perus
|
|
|
|
|
|
Perus
|
|
|
Change from
|
|
|
|
September 30,
|
|
|
Operating
|
|
|
September 30,
|
|
|
Operating
|
|
|
Previous Year
|
|
|
|
2007
|
|
|
Revenues
|
|
|
2006
|
|
|
Revenues
|
|
|
Dollars
|
|
|
Percent
|
|
|
|
(dollars in thousands)
|
|
|
Nine Months Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service and other revenues
|
|
$
|
128,947
|
|
|
|
93
|
%
|
|
$
|
97,978
|
|
|
|
94
|
%
|
|
$
|
30,969
|
|
|
|
32
|
%
|
Digital handset and accessory revenues
|
|
|
9,201
|
|
|
|
7
|
%
|
|
|
6,077
|
|
|
|
6
|
%
|
|
|
3,124
|
|
|
|
51
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
138,148
|
|
|
|
100
|
%
|
|
|
104,055
|
|
|
|
100
|
%
|
|
|
34,093
|
|
|
|
33
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of service (exclusive of depreciation and amortization
included below)
|
|
|
(50,326
|
)
|
|
|
(37
|
)%
|
|
|
(36,382
|
)
|
|
|
(35
|
)%
|
|
|
(13,944
|
)
|
|
|
38
|
%
|
Cost of digital handsets and accessories
|
|
|
(22,530
|
)
|
|
|
(16
|
)%
|
|
|
(18,012
|
)
|
|
|
(17
|
)%
|
|
|
(4,518
|
)
|
|
|
25
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(72,856
|
)
|
|
|
(53
|
)%
|
|
|
(54,394
|
)
|
|
|
(52
|
)%
|
|
|
(18,462
|
)
|
|
|
34
|
%
|
Selling and marketing expenses
|
|
|
(14,905
|
)
|
|
|
(11
|
)%
|
|
|
(12,788
|
)
|
|
|
(12
|
)%
|
|
|
(2,117
|
)
|
|
|
17
|
%
|
General and administrative expenses
|
|
|
(24,368
|
)
|
|
|
(17
|
)%
|
|
|
(18,384
|
)
|
|
|
(18
|
)%
|
|
|
(5,984
|
)
|
|
|
33
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment earnings
|
|
|
26,019
|
|
|
|
19
|
%
|
|
|
18,489
|
|
|
|
18
|
%
|
|
|
7,530
|
|
|
|
41
|
%
|
Depreciation and amortization
|
|
|
(15,202
|
)
|
|
|
(11
|
)%
|
|
|
(8,421
|
)
|
|
|
(8
|
)%
|
|
|
(6,781
|
)
|
|
|
81
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
10,817
|
|
|
|
8
|
%
|
|
|
10,068
|
|
|
|
10
|
%
|
|
|
749
|
|
|
|
7
|
%
|
Interest expense, net
|
|
|
(95
|
)
|
|
|
|
|
|
|
(106
|
)
|
|
|
|
|
|
|
11
|
|
|
|
(10
|
)%
|
Interest income
|
|
|
499
|
|
|
|
|
|
|
|
850
|
|
|
|
1
|
%
|
|
|
(351
|
)
|
|
|
(41
|
)%
|
Foreign currency transaction gains, net
|
|
|
371
|
|
|
|
|
|
|
|
80
|
|
|
|
|
|
|
|
291
|
|
|
|
NM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income tax
|
|
$
|
11,592
|
|
|
|
8
|
%
|
|
$
|
10,892
|
|
|
|
11
|
%
|
|
$
|
700
|
|
|
|
6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
45
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of
|
|
|
|
|
|
% of
|
|
|
|
|
|
|
|
|
|
|
|
|
Nextel
|
|
|
|
|
|
Nextel
|
|
|
|
|
|
|
|
|
|
|
|
|
Perus
|
|
|
|
|
|
Perus
|
|
|
Change from
|
|
|
|
September 30,
|
|
|
Operating
|
|
|
September 30,
|
|
|
Operating
|
|
|
Previous Year
|
|
|
|
2007
|
|
|
Revenues
|
|
|
2006
|
|
|
Revenues
|
|
|
Dollars
|
|
|
Percent
|
|
|
|
(dollars in thousands)
|
|
|
Three Months Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service and other revenues
|
|
$
|
45,457
|
|
|
|
93
|
%
|
|
$
|
35,349
|
|
|
|
94
|
%
|
|
$
|
10,108
|
|
|
|
29
|
%
|
Digital handset and accessory revenues
|
|
|
3,320
|
|
|
|
7
|
%
|
|
|
2,243
|
|
|
|
6
|
%
|
|
|
1,077
|
|
|
|
48
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
48,777
|
|
|
|
100
|
%
|
|
|
37,592
|
|
|
|
100
|
%
|
|
|
11,185
|
|
|
|
30
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of service (exclusive of depreciation and amortization
included below)
|
|
|
(17,691
|
)
|
|
|
(36
|
)%
|
|
|
(14,176
|
)
|
|
|
(38
|
)%
|
|
|
(3,515
|
)
|
|
|
25
|
%
|
Cost of digital handsets and accessories
|
|
|
(8,699
|
)
|
|
|
(18
|
)%
|
|
|
(6,002
|
)
|
|
|
(16
|
)%
|
|
|
(2,697
|
)
|
|
|
45
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(26,390
|
)
|
|
|
(54
|
)%
|
|
|
(20,178
|
)
|
|
|
(54
|
)%
|
|
|
(6,212
|
)
|
|
|
31
|
%
|
Selling and marketing expenses
|
|
|
(5,582
|
)
|
|
|
(11
|
)%
|
|
|
(4,944
|
)
|
|
|
(13
|
)%
|
|
|
(638
|
)
|
|
|
13
|
%
|
General and administrative expenses
|
|
|
(8,659
|
)
|
|
|
(18
|
)%
|
|
|
(6,577
|
)
|
|
|
(18
|
)%
|
|
|
(2,082
|
)
|
|
|
32
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment earnings
|
|
|
8,146
|
|
|
|
17
|
%
|
|
|
5,893
|
|
|
|
15
|
%
|
|
|
2,253
|
|
|
|
38
|
%
|
Depreciation and amortization
|
|
|
(4,318
|
)
|
|
|
(9
|
)%
|
|
|
(3,078
|
)
|
|
|
(8
|
)%
|
|
|
(1,240
|
)
|
|
|
40
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
3,828
|
|
|
|
8
|
%
|
|
|
2,815
|
|
|
|
7
|
%
|
|
|
1,013
|
|
|
|
36
|
%
|
Interest expense, net
|
|
|
(28
|
)
|
|
|
|
|
|
|
(34
|
)
|
|
|
|
|
|
|
6
|
|
|
|
(18
|
)%
|
Interest income
|
|
|
158
|
|
|
|
|
|
|
|
290
|
|
|
|
1
|
%
|
|
|
(132
|
)
|
|
|
(46
|
)%
|
Foreign currency transaction gains, net
|
|
|
316
|
|
|
|
1
|
%
|
|
|
30
|
|
|
|
|
|
|
|
286
|
|
|
|
NM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income tax
|
|
$
|
4,274
|
|
|
|
9
|
%
|
|
$
|
3,101
|
|
|
|
8
|
%
|
|
$
|
1,173
|
|
|
|
38
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NM-Not Meaningful
The $31.0 million, or 32%, and $10.1 million, or 29%,
increases in service and other revenues from the nine and three
months ended September 30, 2006 to the same periods in 2007
are primarily due to 36% and 35% 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 $3.1 million, or 51%, and $1.1 million, or 48%,
increases in digital handset and accessory revenues from the
nine and three months ended September 30, 2006 to the same
periods in 2007, are primarily the result of 32% and 45%
increases in handset sales, as well as increases in handset
upgrades.
The $13.9 million, or 38%, and $3.5 million, or 25%,
increases in cost of service from the nine and three months
ended September 30, 2006 to the same periods in 2007 are
largely a result of the following:
|
|
|
|
|
$8.9 million, or 38%, and $1.6 million, or 17%,
increases in interconnect costs largely as a result of 30% and
17% increases in interconnect minutes of use; and
|
46
|
|
|
|
|
$2.5 million, or 29%, and $0.8 million, or 28%,
increases in direct switch and transmitter and receiver site
costs due to a 14% increase in the number of transmitter and
receiver sites in service from September 30, 2006 to
September 30, 2007, as well as increases in operating and
maintenance costs per site.
|
The $4.5 million, or 25%, and $2.7 million, or 45%,
increases in cost of digital handsets and accessories from the
nine and three months ended September 30, 2006 to the same
periods in 2007 are largely a result of 32% and 45% increases in
handset sales.
|
|
3.
|
Selling and
marketing expenses
|
The $2.1 million, or 17%, and $0.6 million, or 13%,
increases in selling and marketing expenses from the nine and
three months ended September 30, 2006 to the same periods
in 2007 are primarily due to $1.6 million, or 25%, and
$0.6 million, or 26%, increases in direct commissions and
payroll expenses principally due to 25% and 46% increases in
handset sales by Nextel Perus sales personnel.
|
|
4.
|
General and
administrative expenses
|
The $6.0 million, or 33%, and $2.1 million, or 32%,
increases in general and administrative expenses from the nine
and three months ended September 30, 2006 to the same
periods in 2007 are primarily due to the following:
|
|
|
|
|
$2.1 million, or 31%, and $0.8 million, or 33%,
increases in general corporate costs due to increases in general
and administrative personnel necessary to support Nextel
Perus expanding business; and
|
|
|
|
$1.6 million, or 22%, and $0.6 million, or 23%,
increases in customer care expenses primarily due to increases
in customer care and billing operations personnel caused by the
need to support a growing customer base.
|
|
|
5.
|
Depreciation
and amortization
|
The $6.8 million, or 81%, and $1.2 million, or 40%,
increases in depreciation and amortization from the nine and
three months ended September 30, 2006 to the same periods
in 2007 are primarily due to increased depreciation resulting
from a 59% increase in Nextel Perus property, plant and
equipment, as well as additional depreciation related to the
early retirement of certain network equipment.
47
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of
|
|
|
|
|
|
% of
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate
|
|
|
|
|
|
Corporate
|
|
|
|
|
|
|
|
|
|
|
|
|
and other
|
|
|
|
|
|
and other
|
|
|
Change from
|
|
|
|
September 30,
|
|
|
Operating
|
|
|
September 30,
|
|
|
Operating
|
|
|
Previous Year
|
|
|
|
2007
|
|
|
Revenues
|
|
|
2006
|
|
|
Revenues
|
|
|
Dollars
|
|
|
Percent
|
|
|
|
(dollars in thousands)
|
|
|
|
|
|
Nine Months Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service and other revenues
|
|
$
|
2,454
|
|
|
|
100
|
%
|
|
$
|
1,890
|
|
|
|
100
|
%
|
|
$
|
564
|
|
|
|
30
|
%
|
Digital handset and accessory revenues
|
|
|
5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5
|
|
|
|
NM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,459
|
|
|
|
100
|
%
|
|
|
1,890
|
|
|
|
100
|
%
|
|
|
569
|
|
|
|
30
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of service (exclusive of depreciation and amortization
included below)
|
|
|
(1,790
|
)
|
|
|
(73
|
)%
|
|
|
(1,136
|
)
|
|
|
(60
|
)%
|
|
|
(654
|
)
|
|
|
58
|
%
|
Cost of digital handsets and accessories
|
|
|
(855
|
)
|
|
|
(35
|
)%
|
|
|
(3
|
)
|
|
|
|
|
|
|
(852
|
)
|
|
|
NM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,645
|
)
|
|
|
(108
|
)%
|
|
|
(1,139
|
)
|
|
|
(60
|
)%
|
|
|
(1,506
|
)
|
|
|
132
|
%
|
Selling and marketing expenses
|
|
|
(7,211
|
)
|
|
|
293
|
%
|
|
|
(5,339
|
)
|
|
|
(282
|
)%
|
|
|
(1,872
|
)
|
|
|
35
|
%
|
General and administrative expenses
|
|
|
(102,421
|
)
|
|
|
NM
|
|
|
|
(71,288
|
)
|
|
|
NM
|
|
|
|
(31,133
|
)
|
|
|
44
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment losses
|
|
|
(109,818
|
)
|
|
|
NM
|
|
|
|
(75,876
|
)
|
|
|
NM
|
|
|
|
(33,942
|
)
|
|
|
45
|
%
|
Management fee
|
|
|
29,700
|
|
|
|
NM
|
|
|
|
|
|
|
|
|
|
|
|
29,700
|
|
|
|
NM
|
|
Depreciation and amortization
|
|
|
(4,983
|
)
|
|
|
(203
|
)%
|
|
|
(2,746
|
)
|
|
|
(145
|
)%
|
|
|
(2,237
|
)
|
|
|
81
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss
|
|
|
(85,101
|
)
|
|
|
NM
|
|
|
|
(78,622
|
)
|
|
|
NM
|
|
|
|
(6,479
|
)
|
|
|
8
|
%
|
Interest expense, net
|
|
|
(28,403
|
)
|
|
|
NM
|
|
|
|
(18,672
|
)
|
|
|
NM
|
|
|
|
(9,731
|
)
|
|
|
52
|
%
|
Interest income
|
|
|
27,471
|
|
|
|
NM
|
|
|
|
9,276
|
|
|
|
NM
|
|
|
|
18,195
|
|
|
|
196
|
%
|
Foreign currency transaction gains (losses), net
|
|
|
25
|
|
|
|
1
|
%
|
|
|
(114
|
)
|
|
|
(6
|
)%
|
|
|
139
|
|
|
|
(122
|
)%
|
Debt conversion expense
|
|
|
(26,455
|
)
|
|
|
NM
|
|
|
|
|
|
|
|
|
|
|
|
(26,455
|
)
|
|
|
NM
|
|
Other expense, net
|
|
|
(1,593
|
)
|
|
|
(65
|
)%
|
|
|
(911
|
)
|
|
|
(48
|
)%
|
|
|
(682
|
)
|
|
|
75
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before income tax
|
|
$
|
(114,056
|
)
|
|
|
NM
|
|
|
$
|
(89,043
|
)
|
|
|
NM
|
|
|
$
|
(25,013
|
)
|
|
|
28
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
48
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of
|
|
|
|
|
|
% of
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate
|
|
|
|
|
|
Corporate
|
|
|
|
|
|
|
|
|
|
|
|
|
and other
|
|
|
|
|
|
and other
|
|
|
Change from
|
|
|
|
September 30,
|
|
|
Operating
|
|
|
September 30,
|
|
|
Operating
|
|
|
Previous Year
|
|
|
|
2007
|
|
|
Revenues
|
|
|
2006
|
|
|
Revenues
|
|
|
Dollars
|
|
|
Percent
|
|
|
|
(dollars in thousands)
|
|
|
|
|
|
Three Months Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service and other revenues
|
|
$
|
1,072
|
|
|
|
100
|
%
|
|
$
|
521
|
|
|
|
100
|
%
|
|
$
|
551
|
|
|
|
106
|
%
|
Digital handset and accessory revenues
|
|
|
5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5
|
|
|
|
NM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,077
|
|
|
|
100
|
%
|
|
|
521
|
|
|
|
100
|
%
|
|
|
556
|
|
|
|
107
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of service (exclusive of depreciation and amortization
included below)
|
|
|
(726
|
)
|
|
|
(68
|
)%
|
|
|
(392
|
)
|
|
|
(75
|
)%
|
|
|
(334
|
)
|
|
|
85
|
%
|
Cost of digital handsets and accessories
|
|
|
(295
|
)
|
|
|
(27
|
)%
|
|
|
(3
|
)
|
|
|
(1
|
)%
|
|
|
(292
|
)
|
|
|
NM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,021
|
)
|
|
|
(95
|
)%
|
|
|
(395
|
)
|
|
|
(76
|
)%
|
|
|
(626
|
)
|
|
|
158
|
%
|
Selling and marketing expenses
|
|
|
(2,467
|
)
|
|
|
(229
|
)%
|
|
|
(2,099
|
)
|
|
|
NM
|
|
|
|
(368
|
)
|
|
|
18
|
%
|
General and administrative expenses
|
|
|
(38,228
|
)
|
|
|
NM
|
|
|
|
(28,200
|
)
|
|
|
NM
|
|
|
|
(10,028
|
)
|
|
|
36
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment losses
|
|
|
(40,639
|
)
|
|
|
NM
|
|
|
|
(30,173
|
)
|
|
|
NM
|
|
|
|
(10,466
|
)
|
|
|
35
|
%
|
Management fee
|
|
|
9,900
|
|
|
|
NM
|
|
|
|
|
|
|
|
|
|
|
|
9,900
|
|
|
|
NM
|
|
Depreciation and amortization
|
|
|
(1,713
|
)
|
|
|
(159
|
)%
|
|
|
(1,037
|
)
|
|
|
(199
|
)%
|
|
|
(676
|
)
|
|
|
65
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss
|
|
|
(32,452
|
)
|
|
|
NM
|
|
|
|
(31,210
|
)
|
|
|
NM
|
|
|
|
(1,242
|
)
|
|
|
4
|
%
|
Interest expense, net
|
|
|
(14,068
|
)
|
|
|
NM
|
|
|
|
(6,187
|
)
|
|
|
NM
|
|
|
|
(7,881
|
)
|
|
|
127
|
%
|
Interest income
|
|
|
15,192
|
|
|
|
NM
|
|
|
|
2,745
|
|
|
|
NM
|
|
|
|
12,447
|
|
|
|
NM
|
|
Foreign currency transaction gains, net
|
|
|
33
|
|
|
|
3
|
%
|
|
|
10
|
|
|
|
2
|
%
|
|
|
23
|
|
|
|
230
|
%
|
Debt conversion expense
|
|
|
(26,455
|
)
|
|
|
NM
|
|
|
|
|
|
|
|
|
|
|
|
(26,455
|
)
|
|
|
NM
|
|
Other income (expense), net
|
|
|
58
|
|
|
|
5
|
%
|
|
|
(124
|
)
|
|
|
(24
|
)%
|
|
|
182
|
|
|
|
(147
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before income tax
|
|
$
|
(57,692
|
)
|
|
|
NM
|
|
|
$
|
(34,766
|
)
|
|
|
NM
|
|
|
$
|
(22,926
|
)
|
|
|
66
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NM-Not Meaningful
For the nine and three months ended September 30, 2007,
corporate and other operating revenues and cost of revenues
primarily represent the results of both digital and analog
operations reported by Nextel Chile as a result of the launch of
digital services in Chile during the fourth quarter of 2006. We
plan to significantly expand and enhance our network in Chile
over the next several years, which will require additional
investments in capital expenditures and will likely result in a
modest level of
start-up
losses. For the nine and three months ended September 30,
2006, corporate and other operating revenues and cost of
revenues primarily represent the results of analog operations
reported by Nextel Chile.
|
|
1.
|
General and
administrative expenses
|
The $31.1 million, or 44%, and $10.0 million, or 36%,
increases in general and administrative expenses from the nine
and three months ended September 30, 2006 to the same
periods in 2007 are primarily due to $16.4 million and
$8.5 million increases in stock option expense, increases
in corporate payroll and related expenses and increases in
outside service costs, specifically for consulting services.
49
For the nine and three months ended September 30, 2007,
Nextel Mexico incurred management fees of $29.7 million and
$9.9 million for services rendered by corporate management.
During the nine and three months ended September 30, 2006,
Nextel Mexico incurred a management fee of $51.1 million
and $17.0 million, respectively. Although we have been
charging this fee to Nextel Mexico for several years, we began
reporting this management fee as a separate line item in our
segment reporting information beginning January 1, 2007.
The $9.7 million, or 52%, and $7.9 million, or 127%,
increases in net interest expense from the nine and three months
ended September 30, 2006 to the same period in 2007 are
substantially the result of interest related to our 3.125%
convertible notes that we issued in the second quarter of 2007.
The $18.2 million and $12.4 million increases in
interest income from the nine and three months ended
September 30, 2006 to the same periods in 2007 are
primarily due to interest earned on higher cash balances related
to the proceeds received from the issuance of our 3.125%
convertible notes in the second quarter of 2007.
|
|
5.
|
Debt
conversion expense
|
The $26.5 million in debt conversion expense represents
cash consideration that we paid in connection with the tender
offer for 99.99% of our 2.875% convertible notes in the third
quarter of 2007.
Liquidity
and Capital Resources
We had a working capital surplus of $1,578.7 million as of
September 30, 2007, a $938.7 million increase compared
to the working capital surplus of $640.0 million as of
December 31, 2006. The increase in working capital, which
is defined as total current assets less total current
liabilities, primarily resulted from our receipt of
$1,177.2 million in net cash proceeds from the issuance of
$1,200.0 million in 3.125% convertible notes, partially
offset by $330.0 million in cash we used to purchase shares
of our common stock during the nine months ended
September 30, 2007.
We recognized net income of $249.9 million and
$81.7 million for the nine and three months ended
September 30, 2007 and $186.6 million and
$65.7 million for the nine and three months ended
September 30, 2006. During the nine and three months ended
September 30, 2007 and 2006, our operating revenues more
than offset our operating expenses, excluding depreciation and
amortization, and cash capital expenditures.
Cash
Flows
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
|
|
|
Change from
|
|
|
|
September 30,
|
|
|
Previous Year
|
|
|
|
2007
|
|
|
2006
|
|
|
Dollars
|
|
|
Net cash provided by operating activities
|
|
$
|
455,195
|
|
|
$
|
318,188
|
|
|
$
|
137,007
|
|
Net cash used in investing activities
|
|
|
(554,619
|
)
|
|
|
(624,427
|
)
|
|
|
69,808
|
|
Net cash provided by financing activities
|
|
|
936,587
|
|
|
|
103,352
|
|
|
|
833,235
|
|
Effect of exchange rate changes on cash and cash equivalents
|
|
|
(351
|
)
|
|
|
(6,394
|
)
|
|
|
6,043
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
836,812
|
|
|
|
(209,281
|
)
|
|
|
1,046,093
|
|
Cash and cash equivalents, beginning of period
|
|
|
708,591
|
|
|
|
877,536
|
|
|
|
(168,945
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of period
|
|
$
|
1,545,403
|
|
|
$
|
668,255
|
|
|
$
|
877,148
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Our operating activities provided us with $455.2 million of
cash during the nine months ended September 30, 2007, a
$137.0 million, or 43%, increase compared to the nine
months ended September 30, 2006. This increase in
50
generation of cash is primarily due to higher operating income
resulting from our profitable growth strategy, partially offset
by a significant increase in working capital investments, due to
the continued growth of our business, and cash we paid for
income taxes due to higher levels of book income, primarily in
Mexico.
We used $554.6 million of cash in our investing activities
during the nine months ended September 30, 2007, a
$69.8 million, or 11%, decrease from the nine months ended
September 30, 2006 primarily due to $200.0 million
that we transferred to restricted cash in September 2006 related
to the acquisition of Cosmofrecuencias, S.A de C.V. in Mexico,
partially offset by increased capital expenditures. Cash capital
expenditures increased $75.6 million from
$424.1 million during the nine months ended
September 30, 2006 to $499.7 million during the nine
months ended September 30, 2007, primarily due to the
continued build-out of our digital mobile networks. We paid
$44.2 million in cash for acquisitions and purchases of
spectrum licenses during the nine months ended
September 30, 2007 compared to $3.2 million during the
nine months ended September 30, 2006 primarily due to
Nextel Perus acquisition of a nationwide license of
35 MHz of 1.9 GHz spectrum during the second quarter
of 2007 and Nextel Brazils renewal of licenses for 11,900
channels of 800 MHz spectrum during the first quarter of
2007.
Our financing activities provided us with $936.6 million of
cash during the nine months ended September 30, 2007, an
$833.2 million increase from the nine months ended
September 30, 2006, primarily due to $1,200.0 million
in cash we received from the issuance of our 3.125% convertible
notes and a $40.4 million increase in cash we received from
stock option exercises, partially offset by $330.0 million
in cash we used to repurchase our common stock and
$60.9 million in borrowings we made under our Mexican
syndicated loan facility in 2006.
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, 2007, our capital resources
included $1,545.4 million of cash and cash equivalents. In
addition, in September 2007, Nextel Brazil entered into a
syndicated loan facility that will allow Nextel Brazil to borrow
up to $300.0 million in term loans, none of which was
borrowed as of September 30, 2007. On October 25,
2007, Nextel Brazil borrowed $150.0 million in term loans
under this syndicated loan facility. The remaining
$150.0 million in term loans are available under this
facility until March 12, 2008, subject to the satisfaction
of customary borrowing conditions. 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 and Contractual
Obligations. 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.
|
51
The following table sets forth the amounts and timing of
contractual payments for our most significant contractual
obligations determined as of September 30, 2007. 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)
|
|
$
|
47,125
|
|
|
$
|
94,250
|
|
|
$
|
1,294,250
|
|
|
$
|
475,170
|
|
|
$
|
1,910,795
|
|
Tower financing obligations(1)
|
|
|
43,949
|
|
|
|
87,917
|
|
|
|
87,950
|
|
|
|
266,922
|
|
|
|
486,738
|
|
Syndicated loan facilities(2)
|
|
|
62,509
|
|
|
|
119,717
|
|
|
|
166,254
|
|
|
|
|
|
|
|
348,480
|
|
Capital lease obligations(3)
|
|
|
12,136
|
|
|
|
25,124
|
|
|
|
23,872
|
|
|
|
101,937
|
|
|
|
163,069
|
|
Spectrum fees(4)
|
|
|
13,836
|
|
|
|
27,672
|
|
|
|
27,672
|
|
|
|
169,492
|
|
|
|
238,672
|
|
Spectrum license financing(5)
|
|
|
2,042
|
|
|
|
4,083
|
|
|
|
4,083
|
|
|
|
2,041
|
|
|
|
12,249
|
|
Operating leases(6)
|
|
|
123,065
|
|
|
|
200,776
|
|
|
|
130,831
|
|
|
|
149,589
|
|
|
|
604,261
|
|
Purchase obligations(7)
|
|
|
559,280
|
|
|
|
53,769
|
|
|
|
33,120
|
|
|
|
|
|
|
|
646,169
|
|
Other long-term obligations(8)
|
|
|
9,764
|
|
|
|
19,495
|
|
|
|
17,647
|
|
|
|
165,690
|
|
|
|
212,596
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total contractual commitments
|
|
$
|
873,706
|
|
|
$
|
632,803
|
|
|
$
|
1,785,679
|
|
|
$
|
1,330,841
|
|
|
$
|
4,623,029
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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 do not include principal and interest payments
associated with Nextel Brazils $300.0 million
syndicated loan facility as no amounts were borrowed under this
facility as of September 30, 2007. |
|
(3) |
|
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. |
|
(4) |
|
These amounts do not include variable fees based on certain
operating revenues and are subject to increases in the Mexican
Consumer Pricing Index. |
|
(5) |
|
These amounts represent payments related to spectrum license
financing in Brazil. |
|
(6) |
|
These amounts principally include future lease costs related to
our transmitter and receiver sites and switches and office
facilities. |
|
(7) |
|
These amounts include maximum contractual purchase obligations
under various agreements with our vendors, as well as estimated
payments related to spectrum obligations in Argentina. |
|
(8) |
|
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, as well as
amounts related to our FIN 48 liabilities. |
Capital Expenditures. Our consolidated
capital expenditures, including capitalized interest, were
$465.9 million for the nine months ended September 30,
2007 compared to $461.8 million for the nine months ended
September 30, 2006. Almost half of our total capital
investment was attributable to our network site upgrades for
additional capacity and improved quality related to our expected
growth in existing markets. Our capital expenditures related to
the expansion of our coverage areas as a percentage of our total
capital expenditures are significantly lower than the levels we
invested during the same period last year, and we expect this
trend to continue as a greater portion of our network related
capital expenditures are used to increase the capacity and
improve the coverage of our networks in our existing markets. In
the future, we expect to finance our capital spending using the
52
most effective combination of cash from operations, cash on hand
and proceeds from external financing that may become available.
Our capital spending is expected to be driven by several
factors, including:
|
|
|
|
|
the expansion of the coverage of our digital mobile networks to
new market areas, primarily in Brazil and Chile;
|
|
|
|
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;
|
|
|
|
the enhancement of our digital mobile network coverage around
some of the major market areas in which we currently operate;
|
|
|
|
future minimum build-out requirements related to spectrum that
we acquired or are in the process of acquiring in Mexico,
Argentina and Peru;
|
|
|
|
potential funding of future technology initiatives; and
|
|
|
|
non-network
related information technology projects.
|
Our future capital expenditures may be affected by future
technology improvements and technology choices. For example,
Motorola developed a technology upgrade to the iDEN digital
mobile network, the 6:1 voice coder software upgrade, which is
designed to increase the capacity of iDEN networks for
interconnect calls without requiring additional network
infrastructure equipment. Beginning in 2004, we started selling
handsets that can operate on the new 6:1 voice coder, and we
have deployed the related network software modifications that
are necessary to utilize this technology in some of our markets.
We have experienced voice quality problems related to certain
types of calls made using the 6:1 voice coder technology and in
some markets, we have adjusted the network software to reduce
the number of calls completed using the 6:1 voice coder
technology in order to balance our network capacity needs with
the need to maintain voice quality. Because we have not used the
6:1 voice coder technology to its full capacity, we have
invested more capital in our infrastructure to satisfy our
network capacity needs than would have been necessary if we had
been able to complete a higher percentage of calls using the
technology, and we may make similar investments in the future as
we optimize our network to meet our capacity and voice quality
requirements. If we were to decide to significantly curtail the
use of the 6:1 voice coder technology in all of our markets,
these investments could be significant. See Forward
Looking Statements.
Future Outlook. We believe that our
current business plan, which includes a significant network
expansion in Brazil and continued network expansion in Chile,
will not require any additional external funding, and we will be
able to operate and grow our business while servicing our debt
obligations using a combination of cash on hand and funds
generated by our business. We may, nonetheless, elect to meet a
portion of our funding needs with funds provided from external
sources in order to implement a more efficient capital structure
or benefit from financing that is available on favorable terms.
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:
|
|
|
|
|
cash and cash equivalents on hand and available to fund our
operations;
|
|
|
|
expected cash flows from operations;
|
|
|
|
the anticipated level of capital expenditures;
|
|
|
|
the anticipated level of spectrum acquisitions;
|
|
|
|
our scheduled debt service; and
|
|
|
|
income taxes.
|
If our business plans change, including as a result of:
|
|
|
|
|
changes in technology or our spectrum holdings;
|
|
|
|
our decision to expand into new markets or further in our
existing markets;
|
|
|
|
the construction of additional portions of our networks or the
acquisition of competitors or others,
|
53
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 are not directly related to any
of these events or circumstances and may elect to pursue these
opportunities as we deem appropriate. 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:
|
|
|
|
|
the commercial success of our operations;
|
|
|
|
the volatility and demand of the capital markets; and
|
|
|
|
the future market prices of our securities.
|
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:
|
|
|
|
|
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;
|
|
|
|
substantive terms of any international financial aid package
that may be made available to any country in which our operating
companies conduct business;
|
|
|
|
the impact of foreign exchange volatility in our markets as
compared to the U.S. dollar and related currency
depreciation in countries in which our operating companies
conduct business;
|
|
|
|
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;
|
|
|
|
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;
|
|
|
|
Motorolas ability and willingness to provide handsets and
related equipment and software applications or to develop new
technologies or features for us, including the timely
development and availability of new handsets with expanded
applications and features;
|
|
|
|
our ability to successfully scale our billing, collection,
customer care and similar back-office operations to keep pace
with customer growth, increased system usage rates and growth;
|
54
|
|
|
|
|
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 SMR
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;
|
|
|
|
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, including in our 2006 annual
report on
Form 10-K.
|
Effect
of New Accounting Standards
In June 2006, the Financial Accounting Standards Board, or 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
currently disclose our policy with regard to these types of
taxes in our revenue recognition policy; however we do not
consider the amounts of these taxes significant for disclosure.
Therefore, the adoption of
EITF 06-3
did not have a material impact on our consolidated financial
statements.
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 beginning
January 1, 2007. FIN 48 provides that the financial
statement effects of an income tax position can only be
recognized 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 is required to be reported as an
adjustment to the opening balance of retained earnings for that
fiscal year. Our adoption of FIN 48 in the first quarter of
2007 resulted in a $5.2 million decrease to our retained
earnings. See Note 6 for more information.
In September 2006, the FASB issued Statement of Financial
Accounting Standards, or 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 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.
55
In February 2007, the FASB issued SFAS No. 159,
The Fair Value Option for Financial Assets and Financial
Liabilities, Including an Amendment of FASB Statement
No. 115. SFAS No. 159 permits entities to
choose to measure many financial instruments and certain other
items at fair value that are not currently required to be
measured at fair value. Unrealized gains and losses on items for
which the fair value option has been elected are reported in
earnings. SFAS No. 159 does not affect any existing
accounting literature that requires certain assets and
liabilities to be carried at fair value. SFAS No. 159
is effective for fiscal years beginning after November 15,
2007. We are currently evaluating the impact that
SFAS No. 159 may have on our consolidated financial
statements.
|
|
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,
Nextel Argentina and Nextel Chile purchase some capital
assets and the majority of 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 the past, Nextel Mexico entered into hedge
arrangements to reduce its foreign currency transaction risk
associated with a portion of its U.S. dollar-forecasted
capital expenditures and handset purchases. As of
September 30, 2007, we have not entered into any derivative
transactions to hedge our foreign currency transaction risk
during 2007 or any future period.
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. As of
September 30, 2007, $1,871.1 million, or 90%, of our
total consolidated debt was fixed rate debt, and the remaining
$210.1 million, or 10%, of our total consolidated debt was
variable rate debt. 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
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.
The table below presents principal amounts, related interest
rates by year of maturity and aggregate amounts as of
September 30, 2007 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. This table does not
include amounts related to our $300.0 million syndicated
loan facility in Brazil as no amounts were borrowed under this
facility as of September 30, 2007. We determined the fair
values included in this section based on:
|
|
|
|
|
quoted market prices for our convertible notes;
|
|
|
|
carrying values for our tower financing obligations and
syndicated loan facility as interest rates were set recently
when we entered into these transactions; and
|
|
|
|
market values as determined by an independent third party
investment banking firm for our purchased call options, written
put options and interest rate swap.
|
The changes in the fair values of our consolidated debt compared
to their fair values as of December 31, 2006 reflect
changes in applicable market conditions, as well as the issuance
of our 3.125% convertible notes and our acceptance of a tender
offer for 99.99% of our 2.875% convertible notes. All of the
information in the table is presented in U.S. dollar
equivalents, which is our reporting currency. The actual cash
flows associated with our consolidated long-term debt are
denominated in U.S. dollars (US$), Mexican pesos (MP) and
Brazilian reais (BR).
56
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30,
|
|
|
December 31,
|
|
|
|
Year of Maturity
|
|
|
2007
|
|
|
2006
|
|
|
|
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$)
|
|
$
|
1,517
|
|
|
$
|
1,793
|
|
|
$
|
1,885
|
|
|
$
|
1,899
|
|
|
$
|
1,200,971
|
|
|
$
|
369,236
|
|
|
$
|
1,577,301
|
|
|
$
|
1,773,299
|
|
|
$
|
678,202
|
|
|
$
|
1,258,202
|
|
Average Interest Rate
|
|
|
10.0
|
%
|
|
|
10.0
|
%
|
|
|
10.0
|
%
|
|
|
10.0
|
%
|
|
|
3.1
|
%
|
|
|
3.1
|
%
|
|
|
3.2
|
%
|
|
|
|
|
|
|
3.1
|
%
|
|
|
|
|
Fixed Rate (MP)
|
|
$
|
27,332
|
|
|
$
|
40,703
|
|
|
$
|
23,436
|
|
|
$
|
6,322
|
|
|
$
|
7,486
|
|
|
$
|
95,169
|
|
|
$
|
200,448
|
|
|
$
|
200,448
|
|
|
$
|
189,867
|
|
|
$
|
189,867
|
|
Average Interest Rate
|
|
|
12.1
|
%
|
|
|
11.9
|
%
|
|
|
12.5
|
%
|
|
|
16.5
|
%
|
|
|
16.5
|
%
|
|
|
16.2
|
%
|
|
|
14.5
|
%
|
|
|
|
|
|
|
14.4
|
%
|
|
|
|
|
Fixed Rate (BR)
|
|
$
|
3,330
|
|
|
$
|
3,882
|
|
|
$
|
4,363
|
|
|
$
|
4,990
|
|
|
$
|
5,813
|
|
|
$
|
71,022
|
|
|
$
|
93,400
|
|
|
$
|
93,400
|
|
|
$
|
75,589
|
|
|
$
|
75,589
|
|
Average Interest Rate
|
|
|
17.6
|
%
|
|
|
18.7
|
%
|
|
|
19.6
|
%
|
|
|
20.4
|
%
|
|
|
21.3
|
%
|
|
|
25.8
|
%
|
|
|
24.4
|
%
|
|
|
|
|
|
|
25.5
|
%
|
|
|
|
|
Variable Rate (US$)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
156,600
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
156,600
|
|
|
$
|
156,600
|
|
|
$
|
156,600
|
|
|
$
|
156,600
|
|
Average Interest Rate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6.6
|
%
|
|
|
|
|
|
|
|
|
|
|
6.6
|
%
|
|
|
|
|
|
|
6.7
|
%
|
|
|
|
|
Variable Rate (MP)
|
|
$
|
16,163
|
|
|
$
|
24,867
|
|
|
$
|
12,435
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
53,465
|
|
|
$
|
53,465
|
|
|
$
|
57,423
|
|
|
$
|
57,423
|
|
Average Interest Rate
|
|
|
8.7
|
%
|
|
|
8.7
|
%
|
|
|
8.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8.7
|
%
|
|
|
|
|
|
|
8.5
|
%
|
|
|
|
|
Interest Rate Swap:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variable to Fixed
|
|
$
|
8,541
|
|
|
$
|
13,140
|
|
|
$
|
6,569
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
28,250
|
|
|
$
|
(711
|
)
|
|
$
|
29,128
|
|
|
$
|
(1,406
|
)
|
Average Pay Rate
|
|
|
10.8
|
%
|
|
|
10.8
|
%
|
|
|
10.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.8
|
%
|
|
|
|
|
|
|
10.8
|
%
|
|
|
|
|
Average Receive Rate
|
|
|
8.7
|
%
|
|
|
8.7
|
%
|
|
|
8.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8.7
|
%
|
|
|
|
|
|
|
8.5
|
%
|
|
|
|
|
|
|
Item 4.
|
Controls
and Procedures.
|
Evaluation
of Disclosure 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, as amended, 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 the Companys management, including our
chief executive officer and chief financial officer, as
appropriate 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 chief financial officer. Based
on and as of the date of such evaluation, our chief executive
officer and chief financial officer concluded that the design
and operation of our disclosure controls and procedures were
effective.
Changes
in Internal Control over Financial Reporting
There have been no changes in the Companys internal
control over financial reporting during the most recently
completed fiscal quarter that have materially affected, or are
reasonably likely to materially affect, the Companys
internal control over financial reporting.
57
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 5 to our condensed consolidated financial statements
above.
There have been no material changes in our risk factors from
those disclosed in our 2006 annual report on
Form 10-K.
|
|
|
|
|
Exhibit
|
|
|
Number
|
|
Exhibit Description
|
|
|
3
|
.1
|
|
Second Amended and Restated Bylaws of the Company (incorporated
by reference to Exhibit 3.1 to NII Holdings
Form 8-K,
filed on October 29, 2007).
|
|
10
|
.1
|
|
Term Facility Agreement A/B, dated as of September 14,
2007, by and among Nextel Telecomunicacoes Ltda., Nederlandse
Financierings-Maatschappij Voor Ontwikkelingslanden N.V., as
lender, and Standard Bank Offshore Trust Company Jersey
Limited, as Security Agent.
|
|
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.
|
58
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, 2007
59
EXHIBIT INDEX
|
|
|
|
|
Exhibit
|
|
|
Number
|
|
Exhibit Description
|
|
|
3
|
.1
|
|
Second Amended and Restated Bylaws of the Company (incorporated
by reference to Exhibit 3.1 to NII Holdings
Form 8-K,
filed on October 29, 2007).
|
|
10
|
.1
|
|
Term Facility Agreement A/B, dated as of September 14,
2007, by and among Nextel Telecomunicacoes Ltda., Nederlandse
Financierings-Maatschappij Voor Ontwikkelingslanden N.V., as
lender, and Standard Bank Offshore Trust Company Jersey
Limited, as Security Agent.
|
|
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.
|
60