Shenandoah Telecommunications Co (SHEN) 2008 Q3 法說會逐字稿

Good day, everyone. And welcome to the Shenandoah Telecommunications third Quarter 2008 Conference Call. Today's conference is being recorded. At this time, I'd like to turn the conference over to Ms. Adele Skolits, CFO. Please go ahead, ma'am.

Good morning and thank you for joining us. The purpose of today's call is to review Shentel's results for the third quarter ended September 30th 2008. Our results were announced and our press release distributed two days ago and described in our 10-Q issued yesterday. If you don't have copies of these documents, a copy can be found on the Company's website at www.shentel.com. Please note that a replay of the call will be made available later today. The details were set forth in the press release announcing this call.

With us on the call today are Christopher French, our President and Chief Executive Officer and Earle MacKenzie, our Executive Vice President and Chief Operating Officer. After our prepared remarks, we'll conduct a question and answer session.

Although we don't provide guidance with respect to specific future financial results, please note that this call may contain forward-looking statements, which involve a number of known and unknown risks and uncertainties. These may cause our actual results to differ materially from these statements.

Shentel provides a detailed discussion of various risk factors in our SEC filings, which you are strongly encouraged to review. You are cautioned not to place undue reliance on these forward-looking statements. Except as required by law, we undertake no obligation to publicly update or revise any forward-looking statements. With that, I'll turn the call over to Chris.

Good morning. And thank you for joining us. I'm pleased to report on another strong quarter for Shentel, especially considering the financial and economic conditions in our country.

Our PCS segment has continued to perform well. We're making progress toward closing on the acquisition of the Rapid Communication assets and we've taken steps to explore the sale of our Converged Services business segment.

On a consolidated basis, our net income from continuing operations for the quarter is up 23% over the third quarter of 2007, reaching $7.4 million. Total net income is up 33% for the same period. As a result of our strong performance in 2008, the Company has announced a cash dividend of $0.30 per share, an 11% increase over 2007. The dividend will be paid December 1st to shareholders of record on November 12, 2008.

During the third quarter, PCS retail customers grew by over 5,000, bringing total customers to nearly 206,000. We continue to invest in our PCS network, adding 14 new cell sites in the third quarter, bringing the increase to 44 since this time a year ago.

We further expanded our EVDO coverage and now offer high-speed data services to 68% of our covered POPs. We've seen good increases in RPU from data services and these additional sites should help us to continue that growth.

Demand for our DSL service remains strong with 803 additional customers being added in the third quarter, giving us a 20% since the end of 2007. 40% of our local exchange customers currently use our service. Our access line count totaled 24,193, or a decrease of 343 from the end of 2007. We believe this relatively low line loss is much smaller than industry norms.

I mentioned in our last earnings call that we were not satisfied with results of our Converged Services segment. We announced in September that we would explore options for the sale of the subsidiary. We have engaged a third party to assist with the sale. And at this point, many potential buyers have expressed an interest. It's still too early, however, to tell what will be the ultimate disposition of this business.

We announced last quarter that we had executed an asset purchase agreement with Rapid Communications to acquire certain of their cable assets and customers. As a result of ongoing conversations with Rapid, relative to the number of homes passed, the purchase price has been reduced from $16.1 million to $10 million. We still expect to close on the acquisition prior to the end of 2008 and will immediately begin the effort to consolidate and upgrade the networks in order to offer a triple play of services and operate the systems more efficiently.

Subsequent to the end of the third quarter, we closed on a new $52 million debt facility with CoBank. Given the current economic climate, we're pleased to have this funding available to support our initiatives and believe the facility's favorable terms are a direct result of our financial strength and good business prospects. I'll now turn the call back to Adele to review our financial results in more detail.

As Chris mentioned, we are very pleased with our third quarter results. Our earnings per share from continuing operations was $0.32. This represents a 23% increase over 3Q '07. After including the net loss from discontinued operations, the earnings per share was $0.29 for the third quarter. This is an improvement of 32% over 3Q '07.

The PCS business continues to drive our performance improvement. Operating income for the PCS segment has grown 40% for the quarter and 18% year-to-date over 2007. PCS revenues have grown by 19% for the quarter and 17% for the year-to-date. Most of the increase was driven by an increase in average PCS subscribers. These improvements and an increase in gross billings per customer led to an increase in subscriber billings of 22% for the quarter and 20% for the year-to-date.

We are encouraged by the increase in billing rates and believe this reflects customers choosing higher price rate plans and using more data services. Bad debt write-offs and credits and adjustments were 17% of gross billed revenues for both the third quarter of 2007 and the third quarter of 2008. However, for the year-to-date, these two line items were 18% and 16% of gross billings for 2008 and 2007, respectively.

While the growth in these items is no longer out-pacing the growth in customer billings in total, improvements in write-offs are being offset by increased credits and adjustments. The continued reliance upon credits and adjustments to retain customers is a concern we continue to address with Sprint Nextel.

Equipment revenues are up 14% for the quarter and 23% for the year-to-date, as a result of an increase in the average price of a phone and additional upgrades to existing customers. More customers are taking advantage of the more generous upgrade program being offered this year.

Cost of goods and services have increased $600,000 for the quarter and $3.9 million for the year-to-date. As Chris mentioned, we have made significant commitments to the expansion of our PCS network and the installation of EVDO-data capabilities. These enhancements increase the cost of goods and services by $700,000 for the quarter and $2 million for the nine months. We expect these costs to continue to grow commensurate with the growth in cell sites and EVDO capabilities.

Equipment costs are also a component of costs and services. While they are essentially flat for Q3 '08, relative to Q3 '07, they have grown by $1.3 million for the year-to-date. This is a result of the heavier use of handset upgrades to retain customers and an increase in the cost of the average handset.

For Q3 '08, sales and marketing costs have grown by $600,000 or 15% over Q3 '07. Despite a slight decline in gross adds, these costs have risen as a result of a greater proportion of our customers handled through the local agent channel. Under the terms of our agreement with Sprint Nextel, we pay the local agents, while Sprint Nextel is responsible for compensating the regional and national agents. The cost of operating 13 additional Nextel stores, acquired in May of 2007, contributed heavily to the $2.4 million year-to-date increase in selling and marketing costs.

In the short-run, margins in the PCS business are not expected to grow as rapidly as the growth in customers. We will incur additional operating costs related to expanded and enhanced cell sites in advance of the incremental revenues they produce. We expect these incremental revenues will come in the form of additional data revenues, as well as additional customers and new coverage areas.

The telephone companies operating income increased by $126,000 for the quarter and $836,000 for the year-to-date. A non-recurring adjustment to access fees was the primary reason for the telephone company revenues increasing by $279,000 for the quarter. The year-over-year revenue increase of $208,000 was primarily driven by a new facility lease.

Operating costs are up this quarter due to acceleration of depreciation on network assets, which are scheduled for replacement in 2008, but down year-to-date, as a result of an early retirement program and severance costs incurred in early 2007.

We announced in September that we had decided to explore the sale of our Converged Services operation and we expect to accomplish that within the next 12 months. The assets of this business are now classified as Held-for-Sale. Its results are classified as discontinued. Consistent with this treatment, we stopped recognizing depreciation, which had averaged over $400,000 a month, effective September 1st.

The net loss has improved by 34% for the quarter and 18% for the year-to-date to $636,000 and $2.1 million respectively. The net loss from these discontinued operations does not include certain general overhead expenses allocated to this segment of the business when it was considered a continuing operation. We have stopped executing new sales contracts in this business and will make capital investments only to the extent required by the existing contracts.

The mobile tower businesses operating income decreased $100,000 for Q3 '08 over Q3 '07, as a result of a nonrecurring expense for overall review of compliance with new building codes. The operating income for the first nine months of 2008 is up by $259,000, as a result of the gross in tower leases. We ended the quarter with 176 nonaffiliated leases versus 166 at September 30, 2007.

Operating margins have also improved in our cable TV business with a net loss for the second quarter and year-to-date respectively, declining by 52% and 61% over the same periods last year. Revenue has improved as a result of a shift in product mix and a rate increase.

Expenses are down 5% for the quarter and 11% year-to-date, as a result of purchasing fewer set-top boxes and the fact that 2007 expenses included non-routine ERO and pension costs.

On a consolidated basis, net cash from operations was flat for the first nine months of 2008 over the same period in 2007. Capital spending increased by $21 million for the first nine months of 2008 as a result, primarily, of the network improvement projects we have discussed. The PCS network enhancements will continue during 2009.

In addition, $10 million will be required for the acquisition of the cable assets and customers from Rapid. And we estimate that another $25 million will be required to upgrade this cable network in order to offer triple play services.

In October, we closed on a $52 million debt facility with CoBank, our existing lender. The terms allow us to draw upon the facility through December 31, 2009. Repayments will be made in 24 equal, quarterly installments beginning March 31, 2010. The interest rate on each draw is determined at the time of the draw and is based on our selection from three different options, including a variable rate established by CoBank, LIBOR plus a spread based on our leverage ratio or a fixed rate determined by CoBank.

The facility is governed by the terms of our existing master loan agreement. That agreement pledges the stock in our subsidiaries as collateral for the loan and places certain restrictions on additional borrowing and distributions to shareholders.

It also carries specific financial covenants, including the leverage ratio may not exceed two and a half times the operating cash flow. The debt service coverage may not exceed two times operating cash flow after taxes. And equity to total assets must be greater than 35%. We expect this facility to be adequate to cover the current network enhancement plan, the cable acquisition and the cable network improvements.

Please keep in mind that Shentel is in the process of closing our defined benefit pension plan and distributing its assets. When the final IRS approval is received and the assets are distributed, we expect to record an incremental $2.8 million of expense related to terminating the plan.

At this time, I will turn the call over to Earle to go into greater depth on some of the operating factors driving our results.

Thank you, Adele. We continue to have strong operating results in the third quarter led by our PCS operations. Third quarter net sales results exceeded the same quarter last year by 5.4% with 5,380 net additions on 16,661 gross adds and churn of 1.85%. We had 410 less gross additions but the reduction in churn from 2.3% last year accounted for better net results. Churn was up slightly from the second quarter, in line with historical trends.

We've experienced slower store traffic in September and October from our historical levels, but expect that the holiday shopping, planned advertising and promotions will improve our activities.

Total gross billed revenue for the third quarter, before any credits was $55.66 per subscriber, up $0.95 from the third quarter 2007. Gross data revenue before credits was $15.20 per subscriber, up $3.79 from the same quarter last year.

In order to continue to provide meaningful data ARPU, as more of our customers purchase Sprint Everything plans that bundle voice and data, we've assumed that 30% of the Everything plan revenue is data. We've seen the direct correlation between the growth of data revenues and the construction of additional EVDO sites. We added 41 additional EVDO sites this quarter for a total of 134 and we're on target to exceed 200 sites by year-end. We also plan to launch QChat in the fourth quarter in our quad-state market.

The top service plans sold in the third quarter were Everything Messaging Family with 1,500 minutes, Simply Everything and Everything Data Family with 1,500 minutes, which together, represented 40% of gross adds.

The top selling phones were the LG Rumor, the Sanyo Katana LX, and the Samsung M300s, which in total represented almost 50% of phones sold. The number of company-controlled distribution points continued to increase. We added 11 additional exclusive agents for a total of 45 and expect to have 4 additional Sprint-branded agent locations before the end of the year for a total of 17. A number of new company and agent locations are planned for 2009.

We continue to aggressively expand our PCS network. We anticipate we will spend over $42 million before the end of the year. Year-to-date, we've put 32 new sites into service and anticipate another 36 before the end of the year for a total of 414. As we look towards next year, PCS CapEx 2009 will be approximately $25 million, significantly less than 2008, but by historical comparisons, a significant number. We will continue to expand coverage at EVDO sites and build additional capacities.

Telephone operations continue to be a solid performer. We had a net loss of 132 access lines for the quarter and 343 year-to-date to end the third quarter with 24,193 access lines.

We continue to have strong DSL growth with 9,754 DSL customers, which represents over 40% penetration of access lines. DSL customer have increased 20% since the beginning of the year, with the growth coming from both dial-up conversion and new users.

As discussed, we have started the process to sell our Converged Services unit. We've selected Waller Capital to represent us in the transaction. The process is moving forward and we are optimistic that we will be able to sell the unit in 2009. We are selling a business that continues to experience growth.

Although now reported as a discontinued operation, we had a very successful student move-in during the quarter. At September 30, we had 27,501 data RGUs, an increase of 7.7% from September 2007. 12,217 video RGUs, an increase of 11.4% from last year and 4,052 voice RGUs, a 7.3% increase. We had an increase of 7,450 total RGUs, or 20.5%, from the end of the second quarter 2008. September 2008 service revenues were up approximately 15% from September 2007.

Work continues towards closing on the Rapid Cable properties in Virginia and West Virginia before the end of the year. We have gotten transfer approval for the majority of the local franchises and are focusing on the last contracts that need to be transferred or assigned. Since we are purchasing a subset of the Rapid properties, it has required additional efforts to separate the business.

As Chris mentioned, we recently negotiated [a low end] price as a result of fieldwork we are doing to reengineer and rebuild the cable network. We found the actual number of homes passed were less than represented. As a result, we renegotiated the price on $16.1 million to $10 million. And we expect to close by December 1st.

On the last call, I mentioned that we were planning on migrating to a new billing and back office system in the fourth quarter for all of our non-PCS operations. We successfully cut to the new system at the end of October and have produced our first bill and all our departments are using the new system. The initial feedback is very positive.

I'll now turn it back over to Adele.

[Shawn], this concludes our prepared remarks. Would you now review the instructions for posing a question?

(Operator Instructions) We will go first to Ric Prentiss of Raymond James.

Hi, good morning.

Good morning.

Good morning.

Good morning.

A couple of quick questions. I think, Adele, you mentioned the customer care credit issue with Sprint. Can you also -- I couldn't catch it quick enough, the bad debt collection stuff -- is that also a problem with Sprint's billing system? Or is it literally just the credits?

It's really -- we've had good news in the quarter with respect to write-offs. Unfortunately, the good news with respect to the write-offs is being offset by the bad news with respect to credits and adjustments. So, no, write-offs are not a problem in this quarter.

Okay. And the dollar figure on the customer care credits, as far as what has been the trend over the last couple of quarters in dollar terms?

It's grown. We're now in the third quarter of 2008 at $4 million in those credits of various types.

And like a year ago, what would that level have been, less than 1, maybe?

No, it probably would have been around the order of 2.

Okay. That's a pretty significant increase. Obviously, Sprint's trying to keep customers any way they can, but even happy customers seem to be getting pretty big credits.

Rick, this is Earle. That's exactly the case. It's not the billing system. We have worked through the ensemble conversion and actually, we feel that that's a fairly steady state right now. It's really more decisions that are being made in customer service by Sprint, related to credits.

And on the data side, I think you said $15 worth of data RPU before credits. Are you seeing significant credits also on the data side, also?

Not significant. I would say that they probably are, ratio between voice and data, remain relatively constant.

Okay. And then QChat coming up in the fourth quarter, have you seen any porting from Nextel over to your CDMA network even before QChat coming on line?

Yes, we have really for the last two years. As we are offering power source phones, which are dual mode phones that offer the push-to-talk on the iDEN network and the advanced services. And voice is on the CDMA network. And we have a reasonable number of those customers converting each month.

And my final question is on the Smart phone and Air Cards -- well, I'll admit that I didn't write all the phones down as quick. But if you look at Smart phones and Air Cards, what kind of percent of your gross adds over the last couple of quarters have those devices been? And is it growing.

It is growing. I would say that it's probably representing 20% to 25% of the total. And I guess we define a Smart phone as the Blackberry and the Palm, not a Rumor or the Katana.

Okay. Great. Thanks, guys.

Thank you.

We'll go next to Barry Sine of CapStone Investments.

Good morning, folks.

Good morning.

Good morning, Barry.

A couple of areas of questions. First on the Rapid transaction, the change in the deal terms. That's a pretty significant reduction in the amount that you're paying. Could you disclose what the original homes passed represented were and what the correct homes passed number is?

Originally, Rapid represented that they were approximately 50,000 homes passed. When we were out doing our preliminary engineering, we found that the number was closer to about 44,000. And so we entered into negotiations and agreed upon the $6.1 million reduction in price and actually signed that amendment in the last couple of days. And we're still on target, now, to close before the end of the year, hopefully even by the end of November.

Why is the reduction in the purchase price so much greater proportionally to the reduction in the homes passed?

Basically, we had modeled our acquisition. Obviously, homes passed translates into customers, which translates into revenue and EBITDA. And so in order to obtain the same kind of return hurdles that we had expected at the $16.1 million price-point, we needed to see a price reduction to the $10 million level.

And correct me if I'm wrong, but I don't think your guidance in terms of what you expect to spend in terms of capital spending to upgrade those properties has changed, that $25 million number. Why has that not changed if the number of homes passed has changed?

Really, Barry, it's the density of the homes per mile is less than what we anticipated. So, we're still looking at that. The $25 million number is really a very preliminary number. We've not done the detail engineering yet. But the number of route miles that we are buying was very close to what we had estimated. What we found though is, in some systems, the density of homes passed per mile was less than represented.

I got it. So, then, obviously, if you're spending the same amount of capital to upgrade it, but you're going to pass 6000 fewer homes, the return is going to be lower and that's the point you were making before on the reduction of the purchase price.

Exactly.

Exactly.

Moving to the capital spending for the quarter. Could you provide some breakout in terms of where the capital spending went during the quarter?

The overwhelming majority of it would have been to PCS.

Do you have specific numbers handy, or no?

I don't have specific quarterly number, available, Barry. No.

Okay. And I think you guys provided a guidance number for the full-year expected PCS only capital spending. I think that number was $42 million. What is that number year-to-date?

That number year-to-date is actually around $36 million.

36. Okay. So, we actually don't have that much more to go, then, in the fourth quarter is what you're saying.

Right.

We don't have that many -- we've got a number of sites, as I mentioned. We're bringing up a number of sites in the fourth quarter. But work was already underway. And dollars were spent before the end of the third quarter on a number of those sites.

And then also in terms of capital spending, I think you said a few minutes ago in this call that around early December, you expect to close on Rapid. Once that closes, obviously, there's a $10 million payment there. When would the capital spending kick in? Would that kick in as early as December? Or is that all going to be in '09 and in 2010?

No, I expect that really, the bulk of that spending really won't start until the second quarter of '09 because we're closing so late in the year. And also, we're in West Virginia where the weather will be more questionable. So, we won't really be able to hit the ground running as hard. But by the second quarter, we should start to be able to really move that project forward.

Okay. And then I'm just trying to get a little more color in terms of any information you provide on expected proceeds on the sale of the Converged business. You've retained the investment banker that that process is underway. You gave some good details in terms of the metrics on that business going well. And if I look at the balance sheet, there is an asset held-for-sale. I think it's $27 million. Does that represent the book value of that asset?

That's correct.

Okay. So, that's the book value. And the purchase price, if you could refresh my memory? And then also if you could describe that property, the size of that property when you purchased it? And then how have you improved in growing that property since the purchase?

Well, as far as what we purchased, it was approximately just under 100 complexes when we purchased them. We probably have weeded out over 25% of the properties that we purchased because they were small or unprofitable. Then we've added our own. And so we basically got rid of properties that were well under 100 units.

And the properties that we've added on, generally, have been well over 100 units. So, the number of complexes may not have changed as dramatically as the number of apartment units. So, we have approximately over 20,000 apartment units today under contract. And that's probably up at least 25% or more from when we bought that business.

We've also added additional services. Many of those units had a single service when we purchased the business. And we've at least brought in two services and, in some, three services from where we had it.

And I think the purchase price, if I'm not mistaken, was around $10, 10.5 million. I think there was two tranches that you purchased that business.

That's close, yes.

And the basis, today, is obviously due to investments in the business from the time you purchased it?

Yes.

Okay. And I'm guessing you probably don't want to give any guidance in terms of your ability to recoup that investment or not?

Probably not appropriate, unless somebody wants to pay us $200 million or $300 million. We'd certainly --.

Okay. Those are my questions. Thank you.

Thank you.

We'll go next to Will Lauber of Sterling Capital Management.

Hi. I had a couple of questions. I've probably asked this question before but I just want to clarify this. The relationship with Sprint -- I was wondering if you could comment on how it would affect you if two various scenarios were to play out. One is if they would be bought by a private equity firm or maybe some foreign carrier that would not be a competitor of yours. And then what would happen if they were bought by AT&T, Verizon or some other competitor in your area?

This is Earle. I'll take that question. If it was purchased by a private equity or foreign entity, the impact really would be no impact at all, as far as our current contract. We are Sprint in our geographic area. We own the network. We own the distribution. We service the customers. And the contract is very, very clear that we are Sprint in that footprint.

As far as what would be the impact if Sprint was acquired by either AT&T or Verizon. First of all, I think the probability of that is extremely small is not zero, simply because of the concentration of customers and frequency that would be, when you put those two companies together.

I think when you look at how much Alltel had to sell in order to merge with Verizon, that would give you a good idea of what the impact would be times -- many, many times -- if you were looking at a combination with either AT&T or Verizon. So, I think the probability of that is very small. With that said, we still are exclusive in that service area at the 1900 frequency.

So, I guess what I'm -- maybe not if it's not AT&T or Verizon or any other competitor. You say you have the exclusive there. If it's already a competitor, does that bring up the whole affiliate lawsuits that Sprint dealt with? And I guess you guys decided to go a different route. But would that be a legal issue?

Potentially. Once again, we'd be speculating on who it might be. But, obviously, if there was a competitive issue that violated the contract, we'd have to pursue whatever areas we could pursue.

And my next question was when I've talked with you guys in the past, you said that the local economy there is holding up better than nationwide. Is that still the case?

Yes. Actually unemployment is lower than the national average. And several of the areas that we serve have actually been classified as some of the best parts of the economy in the country. So, we really haven't seen -- I won't say that there's been no impact, but it's certainly not the impact that you would see in a Michigan or Ohio or other states.

And with the Rapid acquisition as well as if any of your Virginia territories, right now -- is there any coal country in there?

Yes. Part of the area that we will serve with Rapid is -- the coal industry is quite dominant.

Okay. Is that something that you've thought about that -- I don't think it's going to happen now because the Federal government is going to be pretty constrained if they go through with them -- Cap and Trade and the coal industry starts going down in those territories?

Well, an awful lot of the coal mined in West Virginia is exported. So, there'll still be, I think, demand for coal worldwide, even if there's changes in the US approach to coal.

Okay. Thank you very much.

Thank you, Will.

(Operator Instructions) We'll pause for a moment to make sure everyone has had a chance to signal.

All right. We have no further questions on the phone, at this time. I'd like to turn the call back over to the speakers for any additional or closing remarks.

Thank you for participating. I'd like to extend an invitation to each of you to let me know if there are additional details you'd like to see in the future. My contact information was provided on the press release. Thanks, again.

And again, ladies and gentlemen, this does conclude today's conference. We thank you for your participation. You may now disconnect.