GENERAL
COMMUNICATION, INC.
|
||
(Exact name
of registrant as specified in its charter)
|
State
of Alaska
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92-0072737
|
|||
(State or
other jurisdiction of
|
(I.R.S
Employer
|
|||
incorporation
or organization)
|
Identification
No.)
|
2550
Denali Street
|
||||
Suite
1000
|
||||
Anchorage,
Alaska
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99503
|
|||
(Address of
principal executive offices)
|
(Zip
Code)
|
Class A
common stock
|
Class B
common stock
|
|||
(Title of
class)
|
(Title of
class)
|
Large accelerated filer o
|
Accelerated filer x
|
Non-accelerated
filer o (Do not
check if a smaller reporting company)
|
Smaller reporting company
o
|
Glossary
|
4
|
|
Cautionary
Statement Regarding Forward-Looking Statements
|
8
|
|
Part
I
|
8
|
|
Item 1.
Business
|
8
|
|
Item 1A. Risk
Factors
|
38
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|
Item 1B.
Unresolved Staff Comments
|
46
|
|
Item 2.
Properties
|
46
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|
Item 3. Legal
Proceedings
|
47
|
|
Item 4.
Submissions of Matters to a Vote of Security Holders
|
48
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|
Part
II
|
48
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|
Item 5.
Market for the Registrant's Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities
|
48
|
|
Item 6.
Selected Financial Data
|
50
|
|
Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
|
51
|
|
Item 7A.
Quantitative and Qualitative Disclosures about Market Risk
|
82
|
|
Item 8.
Consolidated Financial Statements and Supplementary Data
|
82
|
|
Item 9.
Changes In and Disagreements With Accountants on Accounting and Financial
Disclosure
|
82
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|
Item 9A.
Controls and Procedures
|
82
|
|
Item 9B.
Other Information
|
85
|
|
Part
III
|
85
|
|
Item 10.
Directors, Executive Officers and Corporate Governance
|
85
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|
Item 11.
Executive Compensation
|
86
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|
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
|
86
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|
Item 13.
Certain Relationships and Related Transactions, and Director
Independence
|
86
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|
Item 14.
Principal Accountant Fees and Services
|
87
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|
Part
IV
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88
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|
Item 15.
Exhibits, Consolidated Financial Statement Schedules
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88
|
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149
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||
SIGNATURES
|
Reportable
Segments
|
||||||||||||||||||||
Services and
Products
|
Consumer
|
Network
Access
|
Commercial
|
Managed
Broadband
|
Regulated
Operations
|
|||||||||||||||
Voice:
|
||||||||||||||||||||
Long-distance
|
X
|
X
|
X
|
X
|
||||||||||||||||
Local
Access
|
X
|
X
|
X
|
X
|
||||||||||||||||
Directories
|
X
|
|||||||||||||||||||
Video
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X
|
X
|
||||||||||||||||||
Data:
|
||||||||||||||||||||
Internet
|
X
|
X
|
X
|
X
|
X
|
|||||||||||||||
Data
Networks
|
X
|
X
|
X
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|||||||||||||||||
Managed
Services
|
X
|
X
|
||||||||||||||||||
Managed
Broadband Services
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X
|
|||||||||||||||||||
Wireless
|
X
|
X
|
X
|
X
|
|
Year
Ended December 31,
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||||||
|
2008
|
|
2007
|
2006
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|||
|
(in
thousands)
|
||||||
Total revenues 1
|
|
$
|
255,632
|
|
223,502
|
178,951
|
|
·
|
Our Anchorage
facilities are connected to multiple Internet access points in Seattle
through multiple, diversely routed
networks;
|
|
·
|
We use
multiple routers on each end of the circuits to control the flow of data
and to provide resiliency; and
|
|
·
|
Our Anchorage
facility consists of routers, a bank of servers that perform support and
application functions, database servers providing authentication and user
demographic data, layer 2 gigabit switch networks for intercommunications
and broadband services (cable modem, wireless and DSL), and access servers
for dial-up users.
|
|
Year
Ended December 31,
|
||||||||
|
2008
|
|
2007
|
|
2006
|
||||
Consumer long-distance
minutes: 1
|
(in
millions)
|
||||||||
Interstate
|
100.0
|
105.0
|
109.1
|
||||||
Intrastate
|
22.9
|
25.0
|
27.2
|
||||||
International
|
5.7
|
5.8
|
5.6
|
||||||
Total
|
|
128.6
|
135.8
|
141.9
|
Year
Ended December 31,
|
||||||||||||||
2008
|
2007
|
2006
|
||||||||||||
(in
thousands)
|
||||||||||||||
Total revenues 1
|
$ | 153,821 | 163,377 | 166,471 |
|
Year
Ended December 31,
|
||||||||
|
2008
|
|
2007
|
|
2006
|
||||
Network Access long-distance
minutes: 1
|
(in
millions)
|
||||||||
South-bound
Interstate
|
545.9
|
690.2
|
662.0
|
||||||
North-bound
Interstate
|
502.6
|
476.5
|
574.6
|
||||||
Intrastate
|
24.9
|
63.2
|
60.9
|
||||||
Other
|
20.6
|
20.7
|
19.1
|
||||||
Total
|
|
1,094.0
|
1,250.6
|
1,316.6
|
Year
Ended December 31,
|
||||||||||||||
2008
|
2007
|
2006
|
||||||||||||
(in
thousands)
|
||||||||||||||
Total revenues 1
|
$ | 114,660 | 104,640 | 105,929 |
|
·
|
Anchorage,
Elmendorf Air Force Base, Fort Richardson, Bird, Girdwood, Hope, Indian,
Portage, Rainbow, Sunrise, Eagle River, Chugiak, Big Lake, Houston,
Palmer, Wasilla, Willow, Talkeetna, Anderson, Clear, Cantwell, Healy,
Denali National Park, Tyonek, Beluga, Kenai, North Kenai, Soldotna,
Kasilof, Clam Gulch, Sterling, Cooper Landing, Homer, Anchor Point,
Halibut Cove, Nanwalek, Ninilchik, Port Graham,
Seldovia;
|
|
·
|
Fairbanks,
North Pole, Eielson Air Force Base, Fort Wainwright, Delta Junction, Fort
Greeley, Nenana; and
|
|
·
|
Juneau, Auke
Bay, Douglas, Lemon Creek, Mendenhall
Valley
|
|
Year
Ended December 31,
|
||||||||
|
2008
|
|
2007
|
|
2006
|
||||
Commercial long-distance
minutes: 1
|
(in
millions)
|
||||||||
Intrastate
|
78.2
|
79.4
|
79.7
|
||||||
Interstate
|
49.5
|
49.7
|
49.8
|
||||||
International
|
1.8
|
2.2
|
2.3
|
||||||
Total
|
|
129.5
|
131.3
|
131.8
|
|||||
|
Year
Ended December 31,
|
||||||||
|
2008
|
|
2007
|
|
2006
|
||||
|
(in
thousands)
|
||||||||
Total revenues 1
|
|
$
|
37,047
|
|
28,792
|
|
26,131
|
|
·
|
In
communities where we have terrestrial interconnects or provide existing
service over regional earth stations, we have configured intermediate
distribution facilities. Schools that are within these service boundaries
are connected locally to one of those
facilities;
|
|
·
|
In
communities where we have extended communications services via our DAMA
earth station program, SchoolAccess® is
provided via a satellite circuit to an intermediate distribution facility
at the Eagle River Earth Station;
and
|
|
·
|
In
communities or remote locations where we have not extended communications
services, SchoolAccess® is
provided via a dedicated (usually on premise) VSAT satellite station. The
VSAT connects to an intermediate distribution facility located in
Anchorage.
|
|
·
|
How radio
spectrum is used by licensees;
|
|
·
|
The nature of
the services that licensees may offer and how such services may be
offered; and
|
|
·
|
Resolution of
issues of interference between spectrum
bands.
|
|
·
|
Use of a
large portion of our cash flow to pay principal and interest on our senior
notes, the senior secured credit facility and our other debt, which will
reduce the availability of our cash flow to fund working capital, capital
expenditures, research and development expenditures and other business
activities;
|
|
·
|
Increase our
vulnerability to general adverse economic and industry
conditions;
|
|
·
|
Limit our
flexibility in planning for, or reacting to, changes in our business and
the industry in which we operate;
|
|
·
|
Restrict us
from making strategic acquisitions or exploiting business
opportunities;
|
|
·
|
Make it more
difficult for us to satisfy our obligations with respect to the senior
notes and our other debt;
|
|
·
|
Place us at a
competitive disadvantage compared to our competitors that have less debt;
and
|
|
·
|
Limit, along
with the financial and other restrictive covenants in our debt, among
other things, our ability to borrow additional funds, dispose of assets or
pay cash dividends.
|
|
·
|
Incur
additional debt and issue preferred
stock;
|
|
·
|
Pay dividends
or make other restricted payments;
|
|
·
|
Make certain
investments;
|
|
·
|
Create
liens;
|
|
·
|
Allow
restrictions on the ability of certain of our subsidiaries to pay
dividends or make other payments to
us;
|
|
·
|
Sell
assets;
|
|
·
|
Merge or
consolidate with other entities;
and
|
|
·
|
Enter into
transactions with affiliates.
|
2008
|
2007 |
|
|||||||
Telephone distribution
systems
|
60.1 | % | 63.6 | % | |||||
Cable television distribution
systems
|
14.4 | % | 16.2 | % | |||||
Support
equipment
|
10.7 | % | 10.8 | % | |||||
Property and equipment under
capital leases
|
7.6 | % | 0.3 | % | |||||
Construction in
progress
|
4.0 | % | 6.9 | % | |||||
Land and
buildings
|
2.4 | % | 1.4 | % | |||||
Transportation
equipment
|
0.8 | % | 0.8 | % | |||||
Total
|
100.0 | % | 100.0 | % |
2004
|
$ | 112.6 | ||
2005
|
$ | 81.2 | ||
2006
|
$ | 105.1 | ||
2007
|
$ | 154.5 | ||
2008
|
$ | 328.9 |
Class
A
|
Class
B
|
|||||||||||||||
High
|
Low
|
High
|
Low
|
|||||||||||||
2007:
|
||||||||||||||||
First
Quarter
|
$ | 16.10 | 13.64 | 15.10 | 14.20 | |||||||||||
Second
Quarter
|
$ | 15.20 | 12.42 | 14.80 | 12.00 | |||||||||||
Third
Quarter
|
$ | 14.00 | 11.03 | 14.05 | 12.10 | |||||||||||
Fourth
Quarter
|
$ | 12.47 | 7.51 | 11.85 | 8.00 | |||||||||||
2008:
|
||||||||||||||||
First
Quarter
|
$ | 8.44 | 5.09 | 8.75 | 4.50 | |||||||||||
Second
Quarter
|
$ | 8.31 | 6.03 | 8.00 | 3.00 | |||||||||||
Third
Quarter
|
$ | 10.78 | 6.82 | 10.60 | 5.70 | |||||||||||
Fourth
Quarter
|
$ | 8.87 | 5.32 | 8.60 | 3.00 |
COMPARISON
OF FIVE-YEAR CUMULATIVE TOTAL RETURNS PERFORMANCE GRAPH FOR
GENERAL
COMMUNICATION,
INC., NASDAQ STOCK MARKET INDEX FOR
UNITED
STATES COMPANIES, AND NASDAQ TELECOMMUNICATIONS STOCK1,2,3,4
|
||||||||||||
Measurement
Period
(Fiscal Year
Covered)
|
Company
($)
|
Nasdaq Stock
Market
Index for
U.S.
Companies
($)
|
Nasdaq
Telecommunications
Stock
($)
|
|||||||||
FYE
12/31/03
|
100.0 | 100.0 | 100.0 | |||||||||
FYE
12/31/04
|
126.9 | 108.8 | 106.6 | |||||||||
FYE
12/31/05
|
118.7 | 111.2 | 101.3 | |||||||||
FYE
12/31/06
|
180.8 | 122.1 | 133.3 | |||||||||
FYE
12/31/07
|
100.6 | 132.4 | 118.5 | |||||||||
FYE
12/31/08
|
93.0 | 63.8 | 68.1 |
|
1
|
The lines
represent annual index levels derived from compounded daily returns that
include all dividends.
|
|
2
|
The indexes
are reweighted daily, using the market capitalization on the previous
trading day.
|
|
3
|
If the annual
interval, based on the fiscal year-end, is not a trading day, the
preceding trading day is
used.
|
|
4
|
The index
level for all series was set to $100.00 on December 31,
2003.
|
Years ended
December 31,
|
|||||||
2008
|
2007
|
2006
|
2005
|
2004
|
|||
(Amounts in
thousands except per share amounts)
|
|||||||
Revenues
|
$
|
575,442
|
520,311
|
477,482
|
443,026
|
424,826
|
|
Income (loss)
before income tax expense and cumulative effect of a change in accounting
principle
|
$
|
(792)
|
25,895
|
34,253
|
36,835
|
38,715
|
|
Cumulative
effect of a change in accounting principal, net of income tax expense of
$44 in 2006
|
$
|
---
|
---
|
64
|
---
|
---
|
|
Net income
(loss)
|
$
|
(1,869)
|
13,733
|
18,520
|
20,831
|
21,252
|
|
Net income
(loss) available to common shareholders
|
$
|
(1,869)
|
13,733
|
18,520
|
18,325
|
19,749
|
|
Basic net
income (loss) available to common shareholders per common
share
|
$
|
(0.04)
|
0.26
|
0.34
|
0.34
|
0.35
|
|
Diluted net
income (loss) available to common shareholders per common
share
|
$
|
(0.04)
|
0.23
|
0.33
|
0.33
|
0.34
|
|
Total
assets
|
$
|
1,335,301
|
984,233
|
914,659
|
873,775
|
849,191
|
|
Long-term
debt, including current portion and net of unamortized
discount
|
$
|
716,831
|
538,398
|
489,462
|
475,840
|
437,137
|
|
Obligations
under capital leases, including current portion
|
$
|
100,329
|
2,851
|
2,857
|
672
|
39,661
|
Redeemable
preferred stock:
|
|||||||
Series
B
|
$
|
---
|
---
|
---
|
4,249
|
4,249
|
|
Series
C
|
$
|
---
|
---
|
---
|
---
|
---
|
|
Total
stockholders’ equity
|
$
|
258,915
|
252,955
|
245,473
|
243,620
|
234,270
|
|
Dividends
declared per common share
|
$
|
0.00
|
0.00
|
0.00
|
0.00
|
0.00
|
Reportable
Segments
|
|||||||||||||||||||
Services and
Products
|
Consumer
|
Network
Access
|
Commercial
|
Managed
Broadband
|
Regulated
Operations
|
||||||||||||||
Voice:
|
|||||||||||||||||||
Long-distance
|
X
|
X
|
X
|
X
|
|||||||||||||||
Local
Access
|
X
|
X
|
X
|
X
|
|||||||||||||||
Directories
|
X
|
||||||||||||||||||
Video
|
X
|
X
|
|||||||||||||||||
Data:
|
|||||||||||||||||||
Internet
|
X
|
X
|
X
|
X
|
X
|
||||||||||||||
Data
Networks
|
X
|
X
|
X
|
||||||||||||||||
Managed
Services
|
X
|
X
|
|||||||||||||||||
Managed
Broadband Services
|
X
|
||||||||||||||||||
Wireless
|
X
|
X
|
X
|
X
|
Percentage
Change 1
|
Percentage
Change 1
|
|||||||||||||||||||
2008
|
2007
|
|||||||||||||||||||
Year
Ended December 31,
|
vs.
|
vs.
|
||||||||||||||||||
(Unaudited)
|
2008
|
2007
|
2006
|
2007
|
2006
|
|||||||||||||||
Statements
of Operations Data:
|
||||||||||||||||||||
Revenues:
|
||||||||||||||||||||
Consumer
segment
|
44.5 | % | 43.0 | % | 37.5 | % | 14.4 | % | 24.9 | % | ||||||||||
Network
Access segment
|
26.7 | % | 31.4 | % | 34.9 | % | (5.9 | %) | (1.9 | %) | ||||||||||
Commercial
segment
|
19.9 | % | 20.1 | % | 22.2 | % | 9.6 | % | (1.2 | %) | ||||||||||
Managed
Broadband segment
|
6.4 | % | 5.5 | % | 5.4 | % | 28.7 | % | 10.2 | % | ||||||||||
Regulated
Operations segment
|
2.5 | % | 0.0 | % | 0.0 | % |
NM
|
NM
|
||||||||||||
Total
revenues
|
100.0 | % | 100.0 | % | 100.0 | % | 10.6 | % | 9.0 | % | ||||||||||
Selling,
general and administrative expenses
|
36.6 | % | 33.8 | % | 33.3 | % | 19.7 | % | 10.6 | % | ||||||||||
Depreciation
and amortization expense
|
19.9 | % | 16.8 | % | 17.2 | % | 30.5 | % | 6.7 | % | ||||||||||
Operating
income
|
8.3 | % | 11.8 | % | 14.1 | % | (22.0 | %) | (9.2 | %) | ||||||||||
Other
expense, net
|
8.4 | % | 6.8 | % | 6.9 | % | 37.6 | % | 6.6 | % | ||||||||||
Income (loss)
before income taxes and cumulative effect of a change in accounting
principle in 2006
|
(0.1 | %) | 5.0 | % | 7.2 | % | (96.9 | %) | (24.4 | %) | ||||||||||
Income (loss)
before cumulative effect of a change in accounting principle in
2006
|
(0.3 | %) | 2.6 | % | 3.9 | % | (113.6 | %) | (25.6 | %) | ||||||||||
Net income
(loss)
|
(0.3 | %) | 2.6 | % | 3.9 | % | (113.6 | %) | (25.9 | %) |
Percentage
|
||||||||||||
2008
|
2007
|
Change
|
||||||||||
Voice
|
$ | 47,042 | 46,212 | 1.8 | % | |||||||
Video
|
105,238 | 96,327 | 9.3 | % | ||||||||
Data
|
42,692 | 34,230 | 24.7 | % | ||||||||
Wireless
|
60,660 | 46,733 | 29.8 | % | ||||||||
Total
Consumer segment revenue
|
$ | 255,632 | 223,502 | 14.4 | % |
Percentage
|
||||||||||||
2008
|
2007
|
Change
|
||||||||||
Voice
|
$ | 18,121 | 20,364 | (11.0 | %) | |||||||
Video
|
40,279 | 34,301 | 17.4 | % | ||||||||
Data
|
6,554 | 5,313 | 23.4 | % | ||||||||
Wireless
|
24,899 | 28,721 | (13.3 | %) | ||||||||
Total
Consumer segment Cost of Goods Sold
|
$ | 89,853 | 88,699 | 1.3 | % |
Percentage
|
||||||||||||
2008
|
2007
|
Change
|
||||||||||
Consumer
segment adjusted EBITDA
|
$ | 58,949 | 46,808 | 25.9 | % |
December
31,
|
Percentage
|
|||||||||||
2008
|
2007
|
Change
|
||||||||||
Voice:
|
||||||||||||
Long-distance subscribers1
|
88,600 | 89,900 | (1.5 | %) | ||||||||
Long-distance
minutes carried (in millions)
|
128.6 | 135.8 | (5.3 | %) | ||||||||
Total local access lines in
service2
|
80,700 | 74,400 | 8.5 | % | ||||||||
Local access lines in service
on GCI facilities2
|
68,700 | 50,700 | 35.5 | % | ||||||||
Video:
|
||||||||||||
Basic subscribers3
|
132,500 | 128,000 | 3.5 | % | ||||||||
Digital programming tier
subscribers4
|
71,900 | 65,800 | 9.3 | % | ||||||||
HD/DVR converter boxes5
|
67,800 | 50,200 | 35.1 | % | ||||||||
Homes
passed
|
229,300 | 224,700 | 2.1 | % | ||||||||
Average monthly gross revenue
per subscriber6
|
$ | 67.40 | $ | 64.01 | 5.3 | % | ||||||
Data:
|
||||||||||||
Cable modem subscribers7
|
94,400 | 88,000 | 7.3 | % | ||||||||
Wireless:
|
||||||||||||
Wireless lines in service8
|
88,700 | 70,000 | 26.7 | % |
Average monthly gross revenue
per subscriber9
|
$ | 55.23 | $ | 58.29 | (5.3 | %) | ||||||
1 A
long-distance customer is defined as a customer account that is invoiced a
monthly long-distance plan fee or has made a long-distance call during the
month.
2 A
local access line in service is defined as a revenue generating circuit or
channel connecting a customer to the public switched telephone
network.
3 A
basic cable subscriber is defined as one basic tier of service delivered
to an address or separate subunits thereof regardless of the number of
outlets purchased.
4 A
digital programming tier subscriber is defined as one digital programming
tier of service delivered to an address or separate subunits thereof
regardless of the number of outlets or digital programming tiers
purchased. Digital programming tier subscribers are a subset of basic
subscribers.
5 A high
definition/digital video recorder (“HD/DVR”) converter box is defined as
one box rented by a digital programming or basic tier subscriber. A
digital programming or basic tier subscriber is not required to rent an
HD/DVR converter box to receive service.
6 Year-to-date
average monthly consumer video revenues divided by the average of consumer
video basic subscribers at the beginning and ending of the
period.
7 A
cable modem subscriber is defined by the purchase of cable modem service
regardless of the level of service purchased. If one entity purchases
multiple cable modem service access points, each access point is counted
as a subscriber. Cable modem subscribers may also be video basic
subscribers though basic cable service is not required to receive cable
modem service.
8 A
wireless line in service is defined as a revenue generating wireless
device.
9 Year-to-date
average monthly consumer wireless revenues divided by the average of
consumer wireless subscribers at the beginning and ending of the
period.
|
||||||||||||
|
·
|
A 7.4%
increase in programming services revenue to $84.5 million in 2008
primarily resulting from an increase in basic and digital programming tier
subscribers in 2008, and
|
|
·
|
A 19.1%
increase in equipment rental revenue to $19.4 million in 2008 primarily
resulting from our customers’ increased use of our HD/DVR converter
boxes.
|
Percentage
|
||||||||||||
2008
|
2007
|
Change
|
||||||||||
Voice
|
$ | 79,744 | 96,896 | (17.7 | %) | |||||||
Data
|
71,414 | 61,199 | 16.7 | % | ||||||||
Wireless
|
2,663 | 5,282 | (49.6 | %) | ||||||||
Total Network
Access segment revenue
|
$ | 153,821 | 163,377 | (5.9 | %) |
Percentage
|
||||||||||||
2008
|
2007
|
Change
|
||||||||||
Voice
|
$ | 27,149 | 31,042 | (12.5 | %) | |||||||
Data
|
11,539 | 12,081 | (4.5 | %) | ||||||||
Wireless
|
1,638 | 745 | 119.9 | % | ||||||||
Total Network
Access segment Cost of Goods Sold
|
$ | 40,326 | 43,868 | (8.1 | %) |
Percentage
|
||||||||||||
2008
|
2007
|
Change
|
||||||||||
Network
Access segment adjusted EBITDA
|
$ | 73,647 | 82,441 | (10.7 | %) |
December
31,
|
Percentage
|
|||||||||||
2008
|
2007
|
Change
|
||||||||||
Voice:
|
||||||||||||
Long-distance
minutes carried (in millions)
|
1,094 | 1,251 | (12.5 | %) | ||||||||
Data:
|
||||||||||||
Total Internet service
provider access lines in service1
|
1,800 | 2,600 | (30.8 | %) | ||||||||
1 An
Internet service provider access line in service is defined as a revenue
generating circuit or channel connecting a customer to the public switched
telephone network.
|
||||||||||||
Percentage
|
||||||||||||
2008
|
2007
|
Change
|
||||||||||
Voice
|
$ | 29,398 | 30,761 | (4.4 | %) | |||||||
Video
|
9,604 | 8,018 | 19.8 | % | ||||||||
Data
|
70,068 | 61,052 | 14.8 | % | ||||||||
Wireless
|
5,590 | 4,809 | 16.2 | % | ||||||||
Total
Commercial segment revenue
|
$ | 114,660 | 104,640 | 9.6 | % |
Percentage
|
||||||||||||
2008
|
2007
|
Change
|
||||||||||
Voice
|
$ | 19,581 | 20,225 | (3.2 | %) | |||||||
Video
|
1,551 | 1,616 | (4.0 | %) | ||||||||
Data
|
34,391 | 27,469 | 25.2 | % | ||||||||
Wireless
|
3,957 | 4,182 | (5.4 | %) | ||||||||
Total
Commercial segment Cost of Goods Sold
|
$ | 59,480 | 53,492 | 11.2 | % |
Percentage
|
||||||||||||
2008
|
2007
|
Change
|
||||||||||
Commercial
segment adjusted EBITDA
|
$ | 20,710 | 16,164 | 28.1 | % |
|
Selected key
performance indicators for our Commercial segment
follow:
|
December
31,
|
Percentage
|
||||||||||||
2008
|
2007
|
Change
|
|||||||||||
Voice:
|
|||||||||||||
Long-distance subscribers1
|
9,700
|
10,500
|
(7.6%)
|
||||||||||
Total local access lines in
service2
|
46,200
|
43,100
|
7.2%
|
||||||||||
Local access lines in service
on GCI facilities
2
|
18,700
|
12,500
|
49.6%
|
||||||||||
Long-distance
minutes carried (in millions)
|
129.5
|
131.3
|
(1.3%)
|
||||||||||
Data:
|
|||||||||||||
Cable modem subscribers3
|
8,900
|
8,500
|
4.7%
|
||||||||||
Wireless:
|
|||||||||||||
Wireless lines in service4
|
7,600
|
7,300
|
4.1%
|
||||||||||
1 A
long-distance customer is defined as a customer account that is invoiced a
monthly long-distance plan fee or has made a long-distance call during the
month.
2 A
local access line in service is defined as a revenue generating circuit or
channel connecting a customer to the public switched telephone
network.
3 A
cable modem subscriber is defined by the purchase of cable modem service
regardless of the level of service purchased. If one entity purchases
multiple cable modem service access points, each access point is counted
as a subscriber.
4 A
wireless line in service is defined as a revenue generating wireless
device.
|
|||||||||||||
December
31,
|
Percentage
|
|||||||||||
2008
|
2007
|
Change
|
||||||||||
Managed
Broadband segment:
|
||||||||||||
SchoolAccess®
customers
|
54 | 51 | 5.9 | % | ||||||||
Rural health
customers
|
53 | 21 | 152.4 | % |
December
31,
|
Percentage
|
|||||||
2008
|
2007
|
Change
|
||||||
Voice:
|
||||||||
Long-distance subscribers1
|
900
|
NA
|
NA
|
|||||
Long-distance
minutes carried (in thousands)
|
844
|
NA
|
NA
|
|||||
Total local access lines in
service2
|
12,100
|
NA
|
NA
|
|||||
1 A
long-distance subscriber is defined as a customer account that is invoiced
a monthly long-distance plan fee or has made a long-distance call during
the month.
2 A
local access line in service is defined as a revenue generating circuit or
channel connecting a customer to the public switched telephone
network.
NA – Not
Applicable
|
·
|
A $15.8
million increase in labor costs,
|
·
|
$7.5 million
in additional expense resulting from our June 1, 2008, acquisition of UUI
and Unicom,
|
·
|
A $2.3
million increase in our share-based compensation
expense,
|
·
|
Upon our
acquisition of the remaining 18% of Alaska DigiTel we paid $1.8 million to
terminate the management agreement entered into in January 2007, when we
acquired 82% of the outstanding shares of Alaska
DigiTel,
|
·
|
A $1.8
million increase in our company-wide success sharing bonus accrual in
2008,
|
·
|
A $1.4
million increase in our facilities lease expense,
and
|
·
|
$1.2 million
in additional expense incurred in 2008 for the conversion of our
customers' wireless phones to our
facilities.
|
·
|
A $13.9
million increase in interest expense to $48.3 million in 2008 due to a
$6.4 million increase in interest expense on our Senior Credit Facility to
$17.7 million resulting from additional debt from the Additional
Incremental Term Loan agreement beginning in May 2008 and the increased
interest rate on our Senior Credit Facility beginning May
2008,
|
·
|
$3.9 million
in additional interest expense resulting from the Galaxy 18 capital lease
commencing in May 2008,
|
·
|
A loss of
$921,000 relating to the fair value change on derivative instruments was
reported in interest expense, and
|
·
|
$906,000 of
additional interest expense as a result of our acquisition of UUI in June
2008.
|
Percentage
|
||||||||||||
2007
|
2006
|
Change
|
||||||||||
Voice
|
$ | 46,212 | 45,625 | 1.3 | % | |||||||
Video
|
96,327 | 90,226 | 6.8 | % | ||||||||
Data
|
34,230 | 29,406 | 16.4 | % | ||||||||
Wireless
|
46,733 | 13,694 | 241.3 | % | ||||||||
Total
Consumer segment revenue
|
$ | 223,502 | 178,951 | 24.9 | % |
Percentage
|
||||||||||||
2007
|
2006
|
Change
|
||||||||||
Voice
|
$ | 20,364 | 22,165 | (8.1 | %) | |||||||
Video
|
34,301 | 31,124 | 10.2 | % | ||||||||
Data
|
5,313 | 4,489 | 18.4 | % | ||||||||
Wireless
|
28,721 | 13,885 | 106.9 | % | ||||||||
Total
Consumer segment Cost of Goods Sold
|
$ | 88,699 | 71,663 | 23.8 | % |
Percentage
|
||||||||||||
2007
|
2006
|
Change
|
||||||||||
Consumer
segment adjusted EBITDA
|
$ | 46,808 | 32,550 | 43.8 | % |
December
31,
|
Percentage
|
|||||||||||
2007
|
2006
|
Change
|
||||||||||
Voice:
|
||||||||||||
Long-distance
subscribers1
|
89,900 | 89,800 | 0.1 | % | ||||||||
Long-distance
minutes carried (in millions)
|
135.8 | 141.9 | (4.3 | %) | ||||||||
Total local
access lines in service2
|
74,400 | 66,200 | 12.4 | % | ||||||||
Local access
lines in service on GCI facilities2
|
50,700 | 31,400 | 61.5 | % | ||||||||
Video:
|
||||||||||||
Basic
subscribers3
|
128,000 | 124,000 | 3.2 | % | ||||||||
Digital
programming tier subscribers4
|
65,800 | 58,700 | 12.1 | % | ||||||||
HD/DVR
converter boxes5
|
50,200 | 29,200 | 71.9 | % | ||||||||
Homes
passed
|
224,700 | 219,900 | 2.2 | % | ||||||||
Average
monthly gross revenue per subscriber6
|
$ | 64.01 | $ | 61.57 | 4.0 | % | ||||||
Data:
|
||||||||||||
Cable modem
subscribers7
|
88,000 | 78,500 | 12.1 | % | ||||||||
Wireless:
|
||||||||||||
Wireless
lines in service8
|
70,000 | 24,400 | 186.9 | % | ||||||||
Average
monthly gross revenue per subscriber9
|
$ | 58.29 | $ | 52.21 | 11.6 | % | ||||||
All footnote
references correspond to the footnotes in the table under "Year Ended
December 31, 2008 Compared to Year Ended December 31, 2007" – Consumer
Segment Overview.
|
||||||||||||
|
·
|
A 22.7%
increase in equipment rental revenue to $16.3 million in 2007 primarily
resulting from our customers’ increased use of HD/DVR converter boxes,
and
|
|
·
|
A 4.1%
increase in programming services revenue to $78.6 million in 2007
primarily resulting from an increase in digital programming tier
subscribers in 2007 and increased rates charged for certain cable services
primarily effective in the fourth quarter of
2006.
|
Percentage
|
||||||||||||
2007
|
2006
|
Change
|
||||||||||
Voice
|
$ | 96,896 | 110,834 | (12.6 | %) | |||||||
Data
|
61,199 | 55,637 | 10.0 | % | ||||||||
Wireless
|
5,282 | --- |
NM
|
|||||||||
Total Network
Access segment revenue
|
$ | 163,377 | 166,471 | (1.9 | %) | |||||||
NM – Not
meaningful.
|
Percentage
|
||||||||||||
2007
|
2006
|
Change
|
||||||||||
Voice
|
$ | 31,042 | 30,390 | 2.1 | % | |||||||
Data
|
12,081 | 9,567 | 26.3 | % | ||||||||
Wireless
|
745 | --- |
NM
|
|||||||||
Total Network
Access segment Cost of Goods Sold
|
$ | 43,868 | 39,957 | 9.8 | % | |||||||
NM – Not
meaningful.
|
Percentage
|
||||||||||||
2007
|
2006
|
Change
|
||||||||||
Network
Access segment adjusted EBITDA
|
$ | 82,441 | 93,450 | (11.8 | %) |
December
31,
|
Percentage
|
|||||||||||
2007
|
2006
|
Change
|
||||||||||
Voice:
|
||||||||||||
Long-distance
minutes carried (in millions)
|
1,251 | 1,317 | (5.0 | %) | ||||||||
Data:
|
||||||||||||
Total Internet service
provider access lines in service1
|
2,600 | 3,100 | (16.1 | %) | ||||||||
1 An
Internet service provider access line in service is defined as a revenue
generating circuit or channel connecting a customer to the public switched
telephone network.
|
||||||||||||
Percentage
|
||||||||||||
2007
|
2006
|
Change
|
||||||||||
Voice
|
$ | 30,761 | 32,162 | (4.4 | %) | |||||||
Video
|
8,018 | 7,993 | 0.3 | % | ||||||||
Data
|
61,052 | 63,276 | (3.5 | %) | ||||||||
Wireless
|
4,809 | 2,498 | 92.5 | % | ||||||||
Total
Commercial segment revenue
|
$ | 104,640 | 105,929 | (1.2 | %) |
Percentage
|
||||||||||||
2007
|
2006
|
Change
|
||||||||||
Voice
|
$ | 20,225 | 21,640 | (6.6 | %) | |||||||
Video
|
1,616 | 1,442 | 12.1 | % | ||||||||
Data
|
27,469 | 24,619 | 11.6 | % | ||||||||
Wireless
|
4,182 | 2,608 | 60.4 | % | ||||||||
Total
Commercial segment Cost of Goods Sold
|
$ | 53,492 | 50,309 | 6.3 | % |
Percentage
|
||||||||||||
2007
|
2006
|
Change
|
||||||||||
Commercial
segment adjusted EBITDA
|
$ | 16,164 | 21,164 | (23.6 | %) |
|
Selected key
performance indicators for our Commercial segment
follow:
|
December
31,
|
Percentage
|
||||||||||||
2007
|
2006
|
Change
|
|||||||||||
Voice:
|
|||||||||||||
Long-distance subscribers1
|
10,500
|
11,100
|
(5.4%)
|
||||||||||
Total local access lines in
service2
|
43,100
|
41,900
|
2.9%
|
||||||||||
Local access lines in service
on GCI facilities
2
|
12,500
|
8,400
|
48.8%
|
||||||||||
Long-distance
minutes carried (in millions)
|
131.3
|
131.8
|
(0.4%)
|
||||||||||
Data:
|
|||||||||||||
Cable modem subscribers3
|
8,500
|
7,800
|
9.0%
|
||||||||||
Wireless:
|
|||||||||||||
Wireless lines in service4
|
7,300
|
4,600
|
58.7%
|
||||||||||
All footnote
references correspond to the footnotes in the table under "Year Ended
December 31, 2008 Compared to Year Ended December 31, 2007" – Commercial
Segment Overview.
|
|||||||||||||
December
31,
|
Percentage
|
|||||||||||
2007
|
2006
|
Change
|
||||||||||
Managed
Broadband segment:
|
||||||||||||
SchoolAccess®
customers
|
51 | 48 | 6.3 | % | ||||||||
Rural health
customers
|
21 | 21 | 0.0 | % |
|
·
|
Recognition
of $15.5 million in additional expense resulting from our January 1, 2007
acquisition of Alaska DigiTel,
|
|
·
|
A $3.8
million increase in labor and benefits costs,
and
|
|
·
|
A $1.4
million increase in bad debt expense primarily due to the realization of
recoveries for certain Managed Broadband services customers and MCI, Inc.
(merged with Verizon Communications, Inc.) in 2006 through a reduction to
bad debt expense which did not recur in
2007.
|
|
·
|
A $2.2
million decrease in certain promotion expenses,
and
|
|
·
|
A $658,000
decrease in our company-wide success sharing bonus accrual in
2007.
|
·
|
A $2.5
million or 7.2% increase in interest costs due to an increase in our
average outstanding debt balance in 2007 as compared to
2006,
|
·
|
A $1.3
million or 70.5% decrease in interest income in 2007 resulting from a
decrease in our average cash and cash equivalents balance in 2007 as
compared to 2006, and
|
·
|
In the third
quarter of 2007, we substantially modified our Senior Credit Facility
resulting in loan fee expense of
$611,000.
|
2008
|
2007
|
2006
|
||||||||||
Line
extensions
|
$ | 35,813 | 62,984 | 24,126 | ||||||||
Customer
premise equipment
|
22,821 | 23,554 | 14,771 | |||||||||
Scalable
infrastructure
|
2,985 | 4,749 | 1,062 | |||||||||
Upgrade/rebuild
|
2,705 | 1,451 | 4,145 | |||||||||
Commercial
|
2,206 | 392 | 138 | |||||||||
Support
capital
|
1,277 | 1,317 | 1,146 | |||||||||
Sub-total
|
67,807 | 94,447 | 45,388 | |||||||||
Remaining
reportable segments capital expenditures
|
261,063 | 64,569 | 59,672 | |||||||||
$ | 328,870 | 159,016 | 105,060 |
2008
|
2007
|
|||||||
Operating
activities
|
$ | 175,335 | 110,288 | |||||
Investing
activities
|
(290,967 | ) | (175,087 | ) | ||||
Financing
activities
|
132,462 | 20,226 | ||||||
Net increase
(decrease) in cash and cash equivalents
|
$ | 16,830 | (44,573 | ) |
If redeemed
during the twelve month period commencing February 1 of the year
indicated:
|
Redemption
Price
|
|||
2009
|
103.625 | % | ||
2010
|
102.417 | % | ||
2011
|
101.208 | % | ||
2012 and
thereafter
|
100.000 | % |
|
·
|
$250.0
million, reduced by the amount of any prepayments,
or
|
|
·
|
3.0 times
earnings before interest, taxes, depreciation and amortization for the
last four full fiscal quarters of GCI, Inc. and its
subsidiaries.
|
Total
Leverage Ratio (as defined)
|
Applicable
Margin
|
|||
>3.75
|
4.25 | % | ||
>3.25
but <3.75
|
3.75 | % | ||
>2.75
but <3.25
|
3.25 | % | ||
<2.75
|
2.75 | % |
The
commitment fee we are required to pay on the unused portion of the
commitment is 0.5%.
|
Substantially
all of the Company's assets collateralize the Senior Credit
Facility.
|
Years ending
December 31,
|
||||
2009
|
$ | 8,425 | ||
2010
|
8,657 | |||
2011
|
188,147 | |||
2012
|
176,323 | |||
2013
|
4,749 | |||
2014 and
thereafter
|
335,585 | |||
721,886 | ||||
Less
unamortized discount paid on Senior Notes
|
2,589 | |||
Less
unamortized discount paid on Senior Credit Facility
|
2,466 | |||
Less current
portion of long-term debt
|
8,425 | |||
$ | 708,406 |
The Intelsat
Galaxy 18 C-band and Ku-Band transponders are being leased over an
expected term of 14 years. The present value of the lease payments,
excluding telemetry, tracking and command services and back-up protection,
is $98.6 million. We have recorded a capital lease obligation and an
addition to our Property and Equipment at December 31,
2008.
|
Years ending
December 31:
|
||||
2009
|
$ | 11,160 | ||
2010
|
11,160 | |||
2011
|
11,160 | |||
2012
|
11,160 | |||
2013
|
11,160 | |||
2014 and
thereafter
|
93,930 | |||
Total minimum
lease payments
|
$ | 149,730 |
Years ending
December 31:
|
||||
2009
|
$ | 16,401 | ||
2010
|
8,703 | |||
2011
|
7,387 | |||
2012
|
5,601 | |||
2013
|
4,797 | |||
2014 and
thereafter
|
17,429 | |||
Total minimum
lease payments
|
$ | 60,318 |
|
·
|
42% are
located in the Municipality of
Anchorage,
|
|
·
|
13% are
located in the Fairbanks North Star
Borough,
|
|
·
|
12% are
located in the Matanuska-Susitna
Borough,
|
|
·
|
8% are
located in the Kenai Peninsula
Borough,
|
|
·
|
5% are
located in the City and Borough of Juneau,
and
|
Payments Due
by Period
|
||||||||||||||||||||
Total
|
Less than 1
Year
|
1 to
3
Years
|
4 to
5
Years
|
More Than 5
Years
|
||||||||||||||||
(Amounts in
thousands)
|
||||||||||||||||||||
Long-term
debt
|
$ | 721,886 | 8,424 | 196,804 | 181,072 | 335,586 | ||||||||||||||
Interest on
long-term debt
|
195,987 | 44,037 | 87,324 | 53,026 | 11,600 | |||||||||||||||
Capital lease
obligations, including interest
|
160,431 | 11,646 | 23,328 | 23,474 | 101,983 | |||||||||||||||
Operating
lease commitments
|
60,318 | 16,401 | 16,089 | 10,399 | 17,429 | |||||||||||||||
Purchase
obligations
|
54,826 | 25,134 | 24,412 | 5,280 | --- | |||||||||||||||
Total
contractual obligations
|
$ | 1,193,448 | 105,642 | 347,957 | 273,251 | 466,598 |
·
|
Our
entity-level control related to the selection and application of
accounting policies in accordance with GAAP was not designed to include
policies and procedures to periodically review our accounting policies to
ensure ongoing GAAP compliance. This led to ineffective procedures for
recording depreciation expense which caused material errors in interim
financial reporting which were corrected through the restatement of our
2007 interim financial information.
|
·
|
The internal
control over financial reporting at Alaska DigiTel does not include
activities adequate to i) timely identify changes in financial reporting
risks, ii) monitor the continued effectiveness of controls, and iii) does
not include staff with adequate technical expertise to ensure that
policies and procedures necessary for reliable interim and annual
financial statements are selected and applied. Prior to August 18, 2008,
our control over the operations of Alaska DigiTel was limited as required
by the FCC upon their approval of our initial acquisition completed in
January 2007. These control deficiencies in our Alaska DigiTel business
represent material weaknesses in our internal control over financial
reporting and led to the failure to timely identify and respond to
triggering events which necessitated a change in useful life of
depreciable assets to ensure reporting in accordance with GAAP. These
material weaknesses led to errors in our interim financial reporting which
were corrected through the restatement of our interim financial
information for the March 31 and June 30, 2008 quarterly
periods.
|
·
|
We enhanced
the design of our detective monitoring control over of the recording of
receivables and revenues by:
|
|
1) Performing
the monitoring at a level of precision to detect all transactions that
could aggregate to a material component of the account balances,
and
|
|
2) Ensuring
differences identified during the monitoring process are resolved in a
timely manner.
|
·
|
With regards
to our system development and change controls we incorporated more
thorough end-user testing of developments and changes to ensure the
outputs of transactions processed are recorded correctly in the general
ledger before the system changes are implemented,
and
|
·
|
Our
management review control over unreconciled transactions recorded in
accounts receivable general ledger accounts has been designed at the level
of precision to detect and correct errors that could be material to annual
or interim financial statements.
|
·
|
Independently
recalculating shared-based compensation expense on a sample of options and
restricted stock awards on a quarterly basis and comparing the expense to
the amounts reported by our stock option plan administration software to
validate correct settings were entered into the software. This independent
verification is reviewed and approved on a quarterly basis,
and
|
·
|
Requiring our
staff to continue to attend training related to the application of SFAS
No. 123(R), “Share-Based Payment,” and related interpretations and obtain
further training in using our stock option plan administration software as
appropriate.
|
·
|
We enhanced
the design of our detective monitoring control over of the recording of
receivables and revenues by:
|
|
1) Performing
the monitoring at a level of precision to detect all transactions that
could aggregate to a material component of the account balances,
and
|
|
2) Ensuring
differences identified during the monitoring process are resolved in a
timely manner.
|
·
|
With regards
to our system development and change controls we incorporated more
thorough end-user testing of developments and changes to ensure the
outputs of transactions processed are recorded correctly in the general
ledger before the system changes are implemented,
and
|
·
|
Our
management review control over unreconciled transactions recorded in
accounts receivable general ledger accounts has been designed at the level
of precision to detect and correct errors that could be material to annual
or interim financial statements.
|
|
·
|
Audit (audit
of financial statements filed with the SEC, quarterly reviews, comfort
letters, consents, review of registration statements, accounting
consultations);
|
|
·
|
Audit-related
(employee benefit plan audits and accounting consultation on proposed
transactions); and
|
|
·
|
Income tax
services (review of corporate and partnership income tax returns, and
consultations regarding income tax
matters).
|
(l)
Consolidated Financial Statements
|
Page
No.
|
|
Included in
Part II of this Report:
|
||
Reports of
Independent Registered Public Accounting Firm
|
89 - 91
|
|
Consolidated
Balance Sheets, December 31, 2008 and 2007
|
92 - 93
|
|
Consolidated
Statements of Operations, years ended December 31, 2008, 2007
and 2006
|
94
|
|
Consolidated
Statements of Stockholders’ Equity, years ended December 31, 2008, 2007
and 2006
|
95 -
96
|
|
Consolidated
Statements of Cash Flows, years ended December 31, 2008, 2007 and
2006
|
97
|
|
Notes to
Consolidated Financial Statements
|
98 -
140
|
|
(2)
Consolidated Financial Statement Schedules
|
||
Schedules are
omitted, as they are not required or are not applicable, or the required
information is shown in the applicable financial statements or notes
thereto.
|
||
(3)
Exhibits
|
141
|
·
|
The
entity-level control related to the selection and application of
accounting policies in accordance with GAAP was not designed to include
policies and procedures to periodically review accounting policies to
ensure ongoing GAAP compliance.
|
·
|
The
internal control over financial reporting at Alaska DigiTel (a
wholly-owned subsidiary) does not include activities adequate to i) timely
identify changes in financial reporting risks, ii)monitor the continued
effectiveness of controls, and iii) does not include staff with adequate
technical expertise to ensure that policies and procedures necessary for
reliable interim and annual financial statements are selected and
applied.
|
(Amounts in
thousands)
|
December
31,
|
|||||||
ASSETS
|
2008
|
2007
|
||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$ | 29,904 | 13,074 | |||||
Receivables
|
113,136 | 97,913 | ||||||
Less
allowance for doubtful receivables
|
2,582 | 1,657 | ||||||
Net receivables
|
110,554 | 96,256 | ||||||
Deferred
income taxes
|
7,843 | 5,734 | ||||||
Inventories
|
7,085 | 2,541 | ||||||
Prepaid expenses
|
5,960 | 5,356 | ||||||
Investment securities
|
1,563 | --- | ||||||
Other current assets
|
647 | 717 | ||||||
Total
current assets
|
163,556 | 123,678 | ||||||
Property and equipment in service, net of depreciation
|
793,051 | 504,273 | ||||||
Construction in progress
|
54,098 | 69,409 | ||||||
Net
property and equipment
|
847,149 | 573,682 | ||||||
Cable
certificates
|
191,565 | 191,565 | ||||||
Goodwill
|
66,868 | 42,181 | ||||||
Wireless
licenses
|
25,967 | 25,757 | ||||||
Other
intangible assets, net of amortization
|
22,976 | 11,769 | ||||||
Deferred loan and senior notes costs, net of amortization of $3,900 and
$2,787 at December 31, 2008 and 2007, respectively
|
6,496 | 6,202 | ||||||
Other
assets
|
10,724 | 9,399 | ||||||
Total other
assets
|
324,596 | 286,873 | ||||||
Total
assets
|
$ | 1,335,301 | 984,233 |
(Amounts in
thousands)
|
December
31,
|
|||||||
LIABILITIES,
MINORITY INTEREST AND STOCKHOLDERS’ EQUITY
|
2008
|
2007
|
||||||
Current
liabilities:
|
||||||||
Current
maturities of obligations under long-term debt and capital
leases
|
$ | 12,857 | 2,375 | |||||
Accounts
payable
|
40,497 | 35,747 | ||||||
Accrued
payroll and payroll related obligations
|
22,632 | 16,329 | ||||||
Deferred
revenue
|
22,095 | 16,600 | ||||||
Accrued
liabilities
|
11,043 | 7,536 | ||||||
Accrued
interest
|
10,224 | 8,927 | ||||||
Subscriber
deposits
|
1,262 | 877 | ||||||
Total current
liabilities
|
120,610 | 88,391 | ||||||
Long-term
debt
|
708,406 | 536,115 | ||||||
Obligations
under capital leases, excluding current maturities
|
94,029 | 2,290 | ||||||
Obligation
under capital lease due to related party, excluding current
maturity
|
1,868 | 469 | ||||||
Deferred
income taxes
|
86,187 | 84,294 | ||||||
Long-term
deferred revenue
|
49,998 | 845 | ||||||
Other
liabilities
|
15,288 | 12,396 | ||||||
Total
liabilities
|
1,076,386 | 724,800 | ||||||
Minority
interest
|
--- | 6,478 | ||||||
Commitments
and contingencies
|
||||||||
Stockholders’
equity:
|
||||||||
Common stock
(no par):
|
||||||||
Class A.
Authorized 100,000 shares; issued 50,062 and 50,437 shares at
December 31, 2008 and 2007, respectively; outstanding 49,593 and 49,425 at
December 31, 2008 and 2007, respectively
|
151,262 | 155,980 | ||||||
Class B.
Authorized 10,000 shares; issued 3,203 and 3,257 shares at December
31, 2008 and 2007, respectively; outstanding 3,201 and 3,255 at December
31, 2008 and 2007, respectively; convertible on a
share-per-share basis into Class A common stock
|
2,706 | 2,751 | ||||||
Less cost of
471 and 473 Class A and Class B common shares held in treasury at December
31, 2008 and 2007, respectively
|
(2,462 | ) | (3,448 | ) | ||||
Paid-in
capital
|
27,233 | 20,132 | ||||||
Retained
earnings
|
80,176 | 77,540 | ||||||
Total
stockholders’ equity
|
258,915 | 252,955 | ||||||
Total
liabilities, minority interest and stockholders’ equity
|
$ | 1,335,301 | 984,233 |
|
See
accompanying notes to consolidated financial
statements.
|
|
GENERAL
COMMUNICATION, INC. AND
SUBSIDIARIES
|
|
CONSOLIDATED
STATEMENTS OF OPERATIONS
|
|
YEARS
ENDED DECEMBER 31, 2008, 2007 AND
2006
|
(Amounts in
thousands, except per share amounts)
|
2008
|
2007
|
2006
|
|||||
Revenues
|
$
|
575,442
|
520,311
|
477,482
|
||||
Cost of goods
sold (exclusive of depreciation and amortization shown separately
below)
|
203,058
|
195,799
|
169,107
|
|||||
Selling,
general and administrative expenses
|
210,306
|
175,752
|
158,950
|
|||||
Depreciation
and amortization expense
|
114,369
|
87,615
|
82,099
|
|||||
Operating
income
|
47,709
|
61,145
|
67,326
|
|||||
Other income
(expense):
|
||||||||
Interest
expense
|
(48,303
|
)
|
(34,407
|
)
|
(34,413
|
)
|
||
Interest and
investment income
|
576
|
544
|
1,841
|
|||||
Amortization
and write-off of loan fees
|
(2,060
|
)
|
(1,423
|
)
|
(964
|
)
|
||
Minority
interest
|
1,503
|
36
|
463
|
|||||
Other
|
(217
|
)
|
---
|
---
|
||||
Other
expense, net
|
(48,501
|
)
|
(35,250
|
)
|
(33,073
|
)
|
||
Income (loss)
before income tax expense and cumulative effect of a change in accounting
principle
|
(792
|
)
|
25,895
|
34,253
|
||||
Income tax
expense
|
1,077
|
12,162
|
15,797
|
|||||
Income (loss)
before cumulative effect of a change in accounting
principle
|
(1,869
|
)
|
13,733
|
18,456
|
||||
Cumulative
effect of a change in accounting principle, net of income tax expense
of $44
|
---
|
---
|
64
|
|||||
Net income
(loss)
|
$
|
(1,869
|
)
|
13,733
|
18,520
|
|||
Basic net
income (loss) per share of Class A and Class B common
stock:
|
||||||||
Income (loss)
before cumulative effect of a change in accounting
principle
|
$
|
(0.04
|
)
|
0.26
|
0.34
|
|||
Cumulative
effect of a change in accounting principle
|
---
|
---
|
---
|
|||||
Net income
(loss)
|
$
|
(0.04
|
)
|
0.26
|
0.34
|
|||
Diluted net
income (loss) per share of Class A and Class B common
stock:
|
||||||||
Income (loss)
before cumulative effect of a change in accounting
principle
|
$
|
(0.04
|
)
|
0.23
|
0.33
|
|||
Cumulative
effect of a change in accounting principle
|
---
|
---
|
---
|
|||||
Net income
(loss)
|
$
|
(0.04
|
)
|
0.23
|
0.33
|
(Amounts in
thousands)
|
Class A
Common Stock
|
Class B
Common Stock
|
Class A and B
Shares Held in Treasury
|
Paid-in
Capital
|
Notes
Receivable with Related Parties
|
Retained
Earnings
|
Total
Stockholders’ Equity
|
|||||||||||||||||||||
Balances at
January 1, 2006
|
$ | 178,351 | 3,247 | (1,730 | ) | 16,425 | (1,722 | ) | 49,854 | 244,425 | ||||||||||||||||||
SAB 108
cumulative adjustment, net of income tax expense
|
--- | --- | --- | --- | --- | 1,104 | 1,104 | |||||||||||||||||||||
Net
income
|
--- | --- | --- | --- | --- | 18,520 | 18,520 | |||||||||||||||||||||
Cumulative
effect adjustments upon implementation of Statement of Financial
Accounting Standard No. 123(R)
|
--- | --- | --- | (108 | ) | --- | --- | (108 | ) | |||||||||||||||||||
Common stock
repurchases
|
--- | --- | (3 | ) | --- | --- | (34,672 | ) | (34,675 | ) | ||||||||||||||||||
Common stock
retirements
|
(32,571 | ) | (369 | ) | --- | --- | --- | 32,940 | --- | |||||||||||||||||||
Shares issued
under stock option plan
|
11,690 | --- | --- | --- | --- | --- | 11,690 | |||||||||||||||||||||
Class B
shares converted to Class A
|
32 | (32 | ) | --- | --- | --- | --- | --- | ||||||||||||||||||||
Issuance of
service awards
|
--- | --- | 14 | --- | --- | --- | 14 | |||||||||||||||||||||
Share-based
compensation expense
|
--- | --- | --- | 4,407 | --- | --- | 4,407 | |||||||||||||||||||||
Payments
received on notes receivable with related parties issued upon stock option
exercise
|
--- | --- | --- | --- | 1,001 | --- | 1,001 | |||||||||||||||||||||
Reclassification
from treasury stock to be held for general corporate purposes to common
stock to be retired
|
--- | --- | 283 | --- | --- | (283 | ) | --- | ||||||||||||||||||||
Other
|
--- | --- | --- | (83 | ) | (17 | ) | --- | (100 | ) | ||||||||||||||||||
Balances at
December 31, 2006
|
157,502 | 2,846 | (1,436 | ) | 20,641 | (738 | ) | 67,463 | 246,278 | |||||||||||||||||||
Net
income
|
--- | --- | --- | --- | --- | 13,733 | 13,733 | |||||||||||||||||||||
Common stock
repurchases
|
--- | --- | (2,000 | ) | --- | --- | (15,076 | ) | (17,076 | ) | ||||||||||||||||||
Common stock
retirements
|
(11,420 | ) | --- | --- | --- | --- | 11,420 | --- | ||||||||||||||||||||
Shares issued
under stock option plan
|
3,311 | --- | --- | --- | --- | --- | 3,311 | |||||||||||||||||||||
Issuance of
restricted stock awards
|
6,492 | --- | --- | (6,492 | ) | --- | --- | --- | ||||||||||||||||||||
Class B
shares converted to Class A
|
95 | (95 | ) | --- | --- | --- | --- | --- | ||||||||||||||||||||
Issuance of
service awards
|
--- | --- | 28 | --- | --- | --- | 28 | |||||||||||||||||||||
Share-based
compensation expense
|
--- | --- | --- | 5,983 | --- | --- | 5,983 | |||||||||||||||||||||
Payments
received on notes receivable with related parties issued upon stock option
exercise
|
--- | --- | --- | --- | 738 | --- | 738 | |||||||||||||||||||||
Other
|
--- | --- | (40 | ) | --- | --- | --- | (40 | ) | |||||||||||||||||||
Balances at
December 31, 2007
|
155,980 | 2,751 | (3,448 | ) | 20,132 | --- | 77,540 | 252,955 |
(Amounts in
thousands)
|
Class A
Common Stock
|
Class B
Common Stock
|
Class A and B
Shares Held in Treasury
|
Paid-in
Capital
|
Retained
Earnings
|
Total
Stockholders’ Equity
|
||||||||||||||||||
Balances at
December 31, 2007
|
$ | 155,980 | 2,751 | (3,448 | ) | 20,132 | 77,540 | 252,955 | ||||||||||||||||
Net
loss
|
--- | --- | --- | --- | (1,869 | ) | (1,869 | ) | ||||||||||||||||
Common stock
retirements
|
(5,465 | ) | --- | --- | --- | 5,465 | --- | |||||||||||||||||
Shares issued
under stock option plan
|
415 | --- | --- | --- | --- | 415 | ||||||||||||||||||
Issuance of
restricted stock awards
|
331 | --- | --- | (331 | ) | --- | --- | |||||||||||||||||
Class B
shares converted to Class A
|
45 | (45 | ) | --- | --- | --- | --- | |||||||||||||||||
Issuance of
service awards
|
--- | --- | 28 | --- | --- | 28 | ||||||||||||||||||
Share-based
compensation expense
|
--- | --- | --- | 7,432 | --- | 7,432 | ||||||||||||||||||
Reclassification
from treasury stock to be held for general corporate purposes to common
stock to be retired
|
--- | 960 | --- | (960 | ) | --- | ||||||||||||||||||
Other
|
(44 | ) | --- | (2 | ) | --- | --- | (46 | ) | |||||||||||||||
Balances at
December 31, 2008
|
$ | 151,262 | 2,706 | (2,462 | ) | 27,233 | 80,176 | 258,915 |
(Amounts in
thousands)
|
2008
|
2007
|
2006
|
|||||
Cash flows
from operating activities:
|
||||||||
Net income
(loss)
|
$
|
(1,869
|
)
|
13,733
|
18,520
|
|||
Adjustments
to reconcile net income (loss) to net cash provided by
operating activities, net of effect of acquisitions:
|
||||||||
Depreciation
and amortization expense
|
114,369
|
87,615
|
82,099
|
|||||
Deferred
income tax expense
|
1,077
|
11,649
|
15,384
|
|||||
Other noncash
income and expense items
|
7,393
|
7,602
|
4,924
|
|||||
Share-based
compensation expense
|
7,278
|
4,944
|
6,365
|
|||||
Change in
operating assets and liabilities, net of effect of
acquisitions
|
47,087
|
(15,255
|
)
|
(4,510
|
)
|
|||
Net cash
provided by operating activities
|
175,335
|
110,288
|
122,782
|
|||||
Cash flows
from investing activities:
|
||||||||
Purchases of
property and equipment, including construction period
interest
|
(221,458
|
)
|
(153,030
|
)
|
(95,998
|
)
|
||
Purchase of
businesses and minority interest, net of cash received
|
(65,335
|
)
|
(19,530
|
)
|
---
|
|||
Purchase of
software licenses and other assets
|
(8,974
|
)
|
(7,183
|
)
|
(4,751
|
)
|
||
Proceeds from
sale of marketable securities
|
4,800
|
---
|
---
|
|||||
Restricted
cash
|
---
|
4,612
|
(4,612
|
)
|
||||
Other
|
---
|
44
|
3,326
|
|||||
Net cash used
in investing activities
|
(290,967
|
)
|
(175,087
|
)
|
(102,035
|
)
|
||
Cash flows
from financing activities:
|
||||||||
Borrowing on
long-term debt
|
114,486
|
10,000
|
---
|
|||||
Borrowing on
revolving credit facility, net
|
30,000
|
50,000
|
15,000
|
|||||
Payment of
debt
|
(10,248
|
)
|
(27,152
|
)
|
(1,725
|
)
|
||
Payment of
debt issuance costs
|
(2,118
|
)
|
(527
|
)
|
(44
|
)
|
||
Proceeds from
common stock issuance
|
415
|
3,311
|
11,472
|
|||||
Purchase of
treasury stock to be held for general corporate purposes
|
(3)
|
(2,000
|
)
|
(3
|
)
|
|||
Purchase of
treasury stock to be retired
|
---
|
(13,337
|
)
|
(32,561
|
)
|
|||
Other
|
(70
|
)
|
(69
|
)
|
399
|
|||
Net cash
provided by (used in) financing activities
|
132,462
|
20,226
|
(7,462
|
)
|
||||
Net increase
(decrease) in cash and cash equivalents
|
16,830
|
(44,573
|
)
|
13,285
|
||||
Cash and cash
equivalents at beginning of period
|
13,074
|
57,647
|
44,362
|
|||||
Cash and cash
equivalents at end of period
|
$
|
29,904
|
13,074
|
57,647
|
|
(a)
|
Business
|
|
·
|
Origination
and termination of traffic in Alaska for certain common
carriers,
|
|
·
|
Cable
television services throughout
Alaska,
|
|
·
|
Competitive
local access services in Anchorage, Fairbanks, Juneau, Wasilla, Eagle
River, Kodiak, Palmer, Kenai, Soldotna, Seward, Chugiak, Sitka, Valdez,
Ketchikan, Nome, and Homer, Alaska as of December 31, 2008 with on-going
expansion into additional Alaska
communities,
|
|
·
|
Incumbent
local access services in rural
Alaska,
|
|
·
|
Long-distance
telephone service between Alaska and the remaining United States and
foreign countries,
|
|
·
|
Sale and
resale of postpaid and sale of prepaid wireless telephone services and
sale of wireless telephone handsets and
accessories,
|
|
·
|
Data network
services,
|
|
·
|
Internet
access services,
|
|
·
|
Broadband
services, including our SchoolAccess®
offering to rural school districts, our ConnectMD®
offering to rural hospitals and health clinics, and managed video
conferencing,
|
|
·
|
Managed
services to certain commercial
customers,
|
|
·
|
Sales and
service of dedicated communications systems and related
equipment,
|
|
·
|
Lease,
service arrangements and maintenance of capacity on our fiber optic cable
systems used in the transmission of interstate and intrastate data,
switched message long-distance and Internet services within Alaska and
between Alaska and the remaining United States and foreign countries,
and
|
|
·
|
Distribution
of white and yellow pages directories to residential and business
customers in certain markets we serve and on-line directory
products.
|
|
(b)
|
Principles
of Consolidation
|
|
The
consolidated financial statements include the consolidated accounts of GCI
and its wholly-owned subsidiaries, as well as a variable interest entity
in which we were the primary beneficiary as defined by Financial
Accounting Standards Board ("FASB") Interpretation ("FIN") No. 46R,
“Consolidation of Variable Interest Entities, an interpretation of ARB No.
51” through August 17, 2008. We purchased the minority interest
of the variable interest entity on August 18, 2008 as further described in
note 1(c). All significant intercompany transactions between
non-regulated affiliates of our company are
eliminated. Statement of Financial Accounting Standard ("SFAS")
No. 71, "Accounting for the Effects of Certain Types of Regulation"
requires intercompany revenue and expenses generated between regulated and
non-regulated affiliates of the company not be eliminated on
consolidation. Intercompany revenue and expenses with
affiliates not subject to SFAS 71 have been
eliminated.
|
|
(c)
|
Acquisitions
|
|
Effective
June 1, 2008, we closed on our purchase of 100% of the outstanding stock
of UUI and Unicom, which were subsidiaries of UCI. UUI,
together with its subsidiary, United-KUC, provides local telephone service
to 60 rural communities in the Bethel, Alaska area. Unicom
operates DeltaNet, a long-haul broadband microwave network ringing the
Yukon-Kuskokwim Delta. We view this investment as an
opportunity to expand our Managed Broadband services in rural
Alaska. The UUI and Unicom acquisition were stock purchases but
we elected to treat them as an asset purchase for income tax purposes,
resulting in goodwill being deductible for tax
purposes.
|
|
Effective
July 1, 2008, we closed on our purchase of 100% of the ownership interests
of Alaska Wireless, which provides wireless and Internet services in the
Dutch Harbor, Sand Point, Akutan, and Adak, Alaska areas. Such
purchase was treated as an asset purchase for income tax
purposes. We view this investment as an opportunity to expand
our wireless services in the Aleutian Chain region of rural
Alaska. We consider this business combination to be immaterial
to our consolidated financial
statements.
|
|
On August 18,
2008, we exercised our option to acquire the remaining 18.1% of the equity
interest and voting control of Alaska DigiTel for $10.4
million. Prior to August 18, 2008, our ability to control the
operations of Alaska DigiTel was limited as required by the FCC upon their
approval of our initial acquisition of 81.9% of the noncontrolling equity
interest obtained in January 2007. Subsequent to the
acquisition of the minority interest, we own 100% of the outstanding
common ownership units and voting control of Alaska
DigiTel. Such purchase was treated as an asset purchase for
income tax purposes. We purchased Alaska DigiTel as a way to
participate in the future growth of the Alaska wireless
industry. We consolidated 100% of Alaska DigiTel's assets and
liabilities at fair value beginning on January 1, 2007, when we determined
that Alaska DigiTel was a variable interest entity of which we were the
primary beneficiary. Upon our acquisition of the minority
interest in Alaska DigiTel on August 18, 2008, we recorded 18.1% of the
change in fair value between the assets and liabilities on January 1, 2007
and the fair value of the assets and liabilities on August 18,
2008.
|
|
On the
closing date of the acquisition of UUI and Unicom, $8.0 million of the
purchase price was deposited in an escrow account to compensate us for any
indemnification claims we may have after the acquisition and was included
in the purchase price. At this time, we are not aware of any
indemnification claims and expect the portion of the purchase price in the
escrow account to be paid to the seller in the
future.
|
|
We have
agreed to make additional payments for UUI and Unicom in each of the years
2009 through 2013 that are contingent on sequential year-over-year revenue
growth for specified customers. We have agreed to make an
additional payment for Alaska Wireless in 2010 that is contingent on
meeting certain financial conditions. The amount of the 2009
UUI and Unicom contingent payment is not expected to be significant and we
are unable to reasonably estimate the remaining contingent consideration
amounts that may be paid for either acquisition, but do not believe any
amount paid will be significant.
|
|
We recorded
our business acquisitions and the acquisition of the minority interest in
Alaska DigiTel based on the provisions of SFAS No. 141, "Business
Combinations," and accordingly, the purchase price has been allocated
based on the fair values of the assets acquired and liabilities
assumed. In addition, the acquired companies' results of
operations are included since the effective date of each
acquisition.
|
|
The purchase
prices for our 2008 acquisitions, net of cash received of approximately
$1.7 million from UUI and Unicom, are as follows (amounts in
thousands):
|
UUI and
Unicom
|
$ | 40,575 | ||
Alaska
Wireless
|
$ | 14,508 | ||
Alaska
DigiTel
|
$ | 10,434 |
|
We are in the
process of determining the fair value of goodwill and certain tax
liabilities for UUI and Unicom, therefore, the purchase price allocations
for UUI and Unicom have not been finalized at December 31, 2008 and the
goodwill and the tax liabilities associated with UUI and Unicom are
subject to refinement. The purchase price for all acquisitions
except for UUI and Unicom have been finalized and allocated as of December
31, 2008 as follows (amounts in
thousands):
|
UUI and
Unicom
|
Alaska
DigiTel
|
|||||||
Current
assets
|
$ | 15,008 | 2,220 | |||||
Property and
equipment, including construction in progress
|
59,629 | 6,015 | ||||||
Intangible
assets
|
8,175 | 1,468 | ||||||
Wireless
licenses
|
100 | 4,396 | ||||||
Goodwill
|
9,102 | 4,534 | ||||||
Other
assets
|
3,106 | 1 | ||||||
Total assets
acquired
|
95,120 | 18,634 | ||||||
Current
liabilities
|
4,916 | 2,588 | ||||||
Long-term
debt, including current portion
|
43,614 | 5,515 | ||||||
Other
long-term liabilities
|
4,335 | 97 | ||||||
Total
liabilities assumed
|
52,865 | 8,200 | ||||||
Net assets
acquired
|
$ | 42,255 | 10,434 |
|
We modified
the initial preliminary UUI and Unicom purchase price allocation during
the third and fourth quarters of 2008 by increasing current assets
$548,000, decreasing property and equipment $8.5 million, increasing
intangible assets $1.7 million, increasing goodwill $3.1 million, increase
other assets $695,000, increasing current liabilities $464,000, increasing
long-term debt $910,000, and decreasing other long-term liabilities $3.9
million for adjustments due to the refinement of the estimated fair
value.
|
|
We modified
the initial preliminary Alaska DigiTel purchase price allocation for the
purchase of the minority interest during the fourth quarter of 2008 by
decreasing property and equipment $202,000, increasing intangible assets
$503,000, decreasing goodwill $88,000, and increasing liabilities $253,000
for adjustments to the fair value of the fixed assets and intangibles due
to refinement of the valuation. An adjustment to the fair value
of the liabilities was due to refinement of the estimated fair
value.
|
|
All of our
2008 acquisitions resulted in goodwill which is deductible over 15 years
for income tax purposes.
|
|
Revenues from
the date of acquisition, net of intercompany revenue, for our acquisitions
of UUI, Unicom and Alaska Wireless are allocated to our Consumer, Network
Access, Managed Broadband, and Regulated Operations
segments. As a result of the acquisition of UUI and Unicom, we
have a new operating segment for our regulated
activities.
|
|
UUI and
Unicom had outstanding debt of $38.9 million at December 31, 2008 that is
collateralized by substantially all of UUI's and Unicom's
assets. UUI and Unicom's creditors do not have recourse to
GCI's assets.
|
|
The following
unaudited pro forma financial information is presented as if we had
acquired the companies as of the beginning of the periods
presented. The pro forma results of operations as if the
acquisitions occurred on January 1, 2007 or 2008 for the years ended
December 31 are as follows (amount in
thousands):
|
(unaudited)
|
||||||||
2008
|
2007
|
|||||||
Pro forma
consolidated revenue
|
$ | 588,691 | 546,728 | |||||
Pro forma net
income (loss)
|
$ | (2,932 | ) | 12,773 | ||||
EPS:
|
||||||||
Basic – pro
forma
|
$ | (0.06 | ) | 0.24 | ||||
Diluted – pro
forma
|
$ | (0.06 | ) | 0.22 |
|
(d)
|
Regulatory
Accounting and
Regulation
|
|
We account
for our regulated operations in accordance with the accounting principles
for regulated enterprises prescribed by SFAS No. 71. This
accounting recognizes the economic effects of rate regulation by recording
cost and a return on investment as such amounts are recovered through
rates authorized by regulatory authorities. Accordingly, under
SFAS No. 71, plant and equipment is depreciated over lives approved by
regulators and certain costs and obligations are deferred based upon
approvals received from regulators to permit recovery of such amounts in
future years. Our cost studies and depreciation rates for our
regulated operations are subject to periodic audits that could result in
reductions of revenues. Based upon the purchase price
allocation described in note 1(c), the effects of regulation for the year
ended December 31, 2008 are not material to the consolidated financial
statements.
|
|
(e) Earnings
per Common Share
|
|
We compute
net income (loss) per share of Class A and Class B common stock in
accordance with SFAS No. 128, "Earnings per Share" (“SFAS 128”) using the
two class method. Under the provisions of SFAS 128, basic net
income (loss) per share is computed by dividing net income (loss)
applicable to common stockholders by the weighted average number of common
shares outstanding during the year. Diluted net income (loss)
per share is computed by dividing net income (loss) applicable to common
stockholders by the weighted average number of common and dilutive common
equivalent shares outstanding during the period. The
computation of the dilutive net income (loss) per share of Class A common
stock assumes the conversion of Class B common stock to Class A common
stock, while the dilutive net income (loss) per share of Class B common
stock does not assume the conversion of those
shares.
|
|
In accordance
with EITF 03-06, “Participating Securities and the Two Class Method under
FASB No. 128,” the undistributed earnings for each year are allocated
based on the contractual participation rights of Class A and Class B
common shares as if the earnings for the year had been
distributed. Considering the terms of our Articles of
Incorporation which provides that, if and when dividends are declared on
our common stock in accordance with Alaska corporate law, equivalent
dividends shall be paid with respect to the shares of Class A common stock
and Class B common stock and that both classes of common stock have
identical dividend rights and would share equally in our net assets in the
event of liquidation, we have allocated undistributed earnings (losses) on
a proportionate basis.
|
|
EPS and
common shares used to calculate basic and diluted EPS consist of the
following (amounts in thousands, except per share
amounts):
|
Year
Ended
|
||||||||
December 31,
2008
|
||||||||
Class
A
|
Class
B
|
|||||||
Basic
net loss per share:
|
||||||||
Numerator:
|
||||||||
Allocation of
undistributed losses
|
$ | (1,754 | ) | (115 | ) | |||
Denominator:
|
Weighted
average common shares outstanding
|
49,080 | 3,241 | ||||||
Basic net
loss per share
|
$ | (0.04 | ) | (0.04 | ) | |||
Diluted
net loss per share:
|
||||||||
Numerator:
|
||||||||
Allocation of
undistributed losses for basic computation
|
$ | (1,754 | ) | (115 | ) | |||
Reallocation
of undistributed losses as a result of conversion of Class B to Class
A shares
|
(115 | ) | --- | |||||
Allocation of
undistributed losses
|
$ | (1,869 | ) | (115 | ) | |||
Denominator:
|
||||||||
Number of
shares used in basic computation
|
49,080 | 3,241 | ||||||
Conversion of
Class B to Class A common shares outstanding
|
3,241 | --- | ||||||
Number of
shares used in per share computations
|
52,321 | 3,241 | ||||||
Diluted net
loss per share
|
$ | (0.04 | ) | (0.04 | ) |
Years Ended
December 31,
|
||||||||||||||||
2007
|
2006
|
|||||||||||||||
Class
A
|
Class
B
|
Class
A
|
Class
B
|
|||||||||||||
Basic
net income per share:
|
||||||||||||||||
Numerator:
|
||||||||||||||||
Allocation of
undistributed earnings before cumulative effect of a change in accounting
principle
|
$ | 12,884 | 849 | 17,250 | 1,206 | |||||||||||
Allocation of
undistributed earnings from cumulative effect of a change in accounting
principle
|
--- | --- | 60 | 4 | ||||||||||||
Allocation of
undistributed earnings after cumulative effect of a change in accounting
principle
|
$ | 12,884 | 849 | 17,310 | 1,210 | |||||||||||
Denominator:
|
||||||||||||||||
Weighted
average common shares outstanding
|
49,678 | 3,273 | 50,260 | 3,517 | ||||||||||||
Basic net
income per share before cumulative effect of a change in accounting
policy
|
$ | 0.26 | 0.26 | 0.34 | 0.34 | |||||||||||
Basic net
income per share from cumulative effect of a change in accounting
policy
|
--- | --- | --- | --- | ||||||||||||
Basic net
income per share after effect of a change in accounting
policy
|
$ | 0.26 | $ | 0.26 | $ | 0.34 | $ | 0.34 | ||||||||
Diluted
net income per share:
|
||||||||||||||||
Numerator:
|
||||||||||||||||
Allocation of
undistributed earnings for basic computation
|
$ | 12,884 | $ | 849 | 17,250 | 1,206 | ||||||||||
Reallocation
of undistributed earnings as a result of conversion of Class B to Class A
shares
|
849 | --- | 1,206 | --- |
Reallocation
of undistributed earnings due to conversion of Class B to Class A shares
outstanding
|
--- | (96 | ) | --- | (44 | ) | ||||||||||
Allocation of
effect of share based compensation that may be settled in cash or
shares
|
(1,329 | ) | --- | --- | --- | |||||||||||
Allocation of
undistributed earnings before cumulative effect of a change in accounting
principle
|
12,404 | 753 | 18,456 | 1,162 | ||||||||||||
Allocation of
undistributed earnings from cumulative effect of a change in accounting
principle
|
--- | --- | 60 | 4 | ||||||||||||
Allocation of
undistributed earnings after cumulative effect of a change in accounting
principle
|
$ | 12,404 | 753 | 18,516 | 1,166 | |||||||||||
Denominator:
|
||||||||||||||||
Number of
shares used in basic computation
|
49,678 | 3,273 | 50,260 | 3,517 | ||||||||||||
Conversion of
Class B to Class A common shares outstanding
|
3,273 | --- | 3,517 | --- | ||||||||||||
Effect of
share based compensation that may be settled in cash or
shares
|
318 | --- | --- | --- | ||||||||||||
Unexercised
stock options, net
|
1,288 | --- | 1,548 | --- | ||||||||||||
Unvested
stock awards
|
24 | --- | --- | --- | ||||||||||||
Number of
shares used in per share computations
|
54,581 | 3,273 | 55,325 | 3,517 | ||||||||||||
Diluted net
income per share before cumulative effect of a change in accounting
policy
|
$ | 0.23 | 0.23 | 0.33 | 0.33 | |||||||||||
Diluted net
income per share from cumulative effect of a change in accounting
policy
|
--- | --- | 0.00 | 0.00 | ||||||||||||
Diluted net
income per share after effect of a change in accounting
policy
|
$ | 0.23 | 0.23 | 0.33 | 0.33 |
2008
|
2007
|
2006
|
||||
Weighted
average shares associated with outstanding stock options
|
4,238
|
1,909
|
1,394
|
|||
Effect of
share-based compensation that may be settled in cash or
shares
|
289
|
---
|
99
|
|||
4,527
|
1,909
|
1,493
|
|
(f)
|
Common
Stock
|
Class
A
|
Class
B
|
|||||||
Balances at
January 1, 2006
|
51,200 | 3,843 | ||||||
Shares
retired
|
(2,770 | ) | (435 | ) | ||||
Shares issued
under stock option plan
|
1,706 | --- | ||||||
Share awards
issued
|
17 | --- | ||||||
Class B
shares converted to Class A
|
38 | (38 | ) | |||||
Balances at
December 31, 2006
|
50,191 | 3,370 | ||||||
Shares
retired
|
(843 | ) | --- | |||||
Shares issued
under stock option plan
|
477 | --- | ||||||
Share awards
issued
|
499 | --- | ||||||
Class B
shares converted to Class A
|
113 | (113 | ) | |||||
Balances at
December 31, 2007
|
50,437 | 3,257 | ||||||
Shares
retired
|
(540 | ) | --- | |||||
Shares issued
under stock option plan
|
71 | --- | ||||||
Share awards
issued
|
45 | --- | ||||||
Class B
shares converted to Class A
|
54 | (54 | ) | |||||
Other
|
(5 | ) | --- | |||||
Balances at
December 31, 2008
|
50,062 | 3,203 |
|
GCI's Board
of Directors has authorized a common stock buyback program for the
repurchase of our Class A and Class B common stock in order to reduce our
outstanding shares of Class A and Class B common stock. The Additional
Incremental Term Loan agreement entered into in May 2008 and described in
note 6 allows for the repurchase of our common stock under our buyback
program when our total debt leverage is below 4.0 times earnings before
depreciation and amortization expense, net interest expense, income taxes,
share-based compensation expense, and non-cash contribution adjustment
(“adjusted EBITDA”).
|
|
Under the
buyback program we had made repurchases of $68.9 million through December
31, 2007. During the year ended December 31, 2008 we
repurchased no shares of our Class A and B common stock. During the years
ended December 31, 2007 and 2006, we repurchased 1,252,000 and 2,858,000
shares of our Class A and B common stock at a cost of $15.1 million and
$34.7 million, respectively. The cost of the repurchased common
stock is recorded in Retained Earnings on our Consolidated Balance
Sheets. In 2008 we retired 540,000 shares of our Class A common
stock all of which we repurchased in 2007. All shares of our
Class A common stock repurchased for retirement have been retired as of
December 31, 2008.
|
|
(g)
|
Investment
Securities
|
|
We have
investment securities of $1.6 million at December 31, 2008 that are
classified as trading under SFAS No. 115, "Accounting for Certain
Investments in Debt and Equity Securities." Our investments
consist primarily of money market funds and U.S. government
securities. Trading securities are recorded at fair value with
unrealized holding gains and losses included in net income
(loss). In 2008, the change in net unrealized holding
gains/losses in the trading portfolio included in earnings was a net gain
of $43,000.
|
|
(h) Redeemable
Preferred
Stock
|
|
We have
1,000,000 shares of preferred stock authorized with no shares issued and
outstanding at December 31 2008, 2007 and
2006.
|
|
(i) Treasury
Stock
|
|
We account
for treasury stock purchased for general corporate purposes under the cost
method and include treasury stock as a component of Stockholders’
Equity. Treasury stock purchased with an intent to retire
(whether or not the retirement is actually accomplished) is charged
entirely to Retained Earnings.
|
|
(j) Cash
Equivalents
|
|
Cash
equivalents consist of overnight sweep investments and certificates of
deposit which have an original maturity of three months or less at the
date acquired and are readily convertible into
cash.
|
|
(k) Restricted
Cash
|
|
We had
provided a $4.6 million bank depository account as collateral for a term
loan from a bank to Alaska DigiTel as of December 31, 2006. The
cash was released from the restriction in January 2007 subsequent to our
initial investment in Alaska
DigiTel.
|
|
(l) Accounts
Receivable and Allowance for Doubtful
Receivables
|
|
Trade
accounts receivable are recorded at the invoiced amount and do not bear
interest. The allowance for doubtful accounts is our best estimate of the
amount of probable credit losses in our existing accounts receivable. We
base our estimates on the aging of our accounts receivable balances,
financial health of specific customers, regional economic data, changes in
our collections process, regulatory requirements, and our customers’
compliance with USAC rules. We review our allowance for doubtful accounts
methodology at least annually.
|
|
Depending
upon the type of account receivable our allowance is calculated using a
pooled basis with an allowance for all accounts greater than 120 days past
due, a specific identification method, or a combination of the two
methods. When a specific identification method is used past due balances
over 90 days old and balances less than 90 days old but potentially
uncollectible due to bankruptcy or other issues are reviewed individually
for collectability. Account balances are charged off against the allowance
when we feel it is probable the receivable will not be recovered. We do
not have any off-balance-sheet credit exposure related to our
customers.
|
|
(m) Inventories
|
|
Wireless
handset inventories are stated at the lower of cost or market (net
realizable value). Cost is determined using the average cost method.
Handset costs in excess of the revenues generated from handset sales, or
handset subsidies, are expensed at the time of sale. We do not recognize
the expected handset subsidies prior to the time of sale because the
promotional discount decision is made at the point of sale and/or because
we expect to recover the handset subsidies through service
revenue.
|
|
Inventories
of other merchandise for resale and parts are stated at the lower of cost
or market. Cost is determined using the average cost
method.
|
|
(n) Property
and Equipment
|
|
Property and
equipment is stated at cost. Construction costs of facilities are
capitalized. Equipment financed under capital leases is recorded at the
lower of fair market value or the present value of future minimum lease
payments at inception of the lease. Construction in progress represents
distribution equipment and systems and support equipment and systems not
placed in service on December 31, 2008 that management intends to place in
service during 2009.
|
|
Depreciation
is computed using the straight-line method based upon the shorter of the
estimated useful lives of the assets or the lease term, if applicable, in
the following ranges:
|
Asset
Category
|
Asset
Lives
|
Telephony
distribution equipment
|
12
years
|
Fiber optic
cable systems
|
12-30
years
|
Cable
television distribution equipment and systems
|
10
years
|
Support
equipment and systems
|
3-5
years
|
Transportation
equipment
|
3
years
|
Property and
equipment under capital leases
|
12-20
years
|
Buildings
|
20
years
|
|
Amortization
of property and equipment under capital leases is included in Depreciation
and Amortization Expense on the Consolidated Statements of
Operations.
|
|
Repairs and
maintenance are charged to expense as incurred. Expenditures for major
renewals and betterments are capitalized. Accumulated depreciation is
removed and gains or losses are recognized at the time of retirements,
sales or other dispositions of property and
equipment.
|
|
(o)Long-lived
Assets to be Disposed
of
|
|
Long-lived
assets to be disposed of, including those of discontinued operations, if
any, are measured at the lower of carrying amount or fair value less cost
to sell, if applicable. We classify a long-lived asset to be disposed of
other than by sale as held and used until it is disposed of. We classify a
long-lived asset to be sold as held for sale in the period in which the
criteria established by SFAS No. 144, “Accounting for the Impairment or
Disposal of Long-lived Assets” are met. We do not depreciate or amortize
long-lived assets to be sold.
|
|
A loss is
recognized for any initial or subsequent write-down to fair value less
cost to sell. A gain is recognized for any subsequent increase in fair
value less cost to sell, but not in excess of the cumulative loss
previously recognized (for a write-down to fair value less cost to sell).
The loss or gain adjusts only the carrying amount of a long-lived asset,
whether classified as held for sale individually or as part of a disposal
group. A gain or loss not previously recognized that results from the sale
of a long-lived asset (disposal group) is recognized at the date of
sale.
|
|
(p)Intangible
Assets
and Goodwill
|
|
Goodwill,
cable certificates (certificates of convenience and public necessity) and
wireless licenses are not amortized. Cable certificates represent certain
perpetual operating rights to provide cable services. Wireless licenses
represent the right to utilize certain radio frequency spectrum to provide
wireless communications services. Goodwill represents the
excess of cost over fair value of net assets acquired in connection with a
business acquisition. Goodwill is not allocated to our segments as our
Chief Operating Decision Maker does not review a balance sheet by segment
to make decisions about resource allocation or evaluate segment
performance. Goodwill is allocated to all reporting segments for the sole
purpose of the annual impairment
test.
|
|
All other
amortizable intangible assets are being amortized over 1 to 20 year
periods using the straight-line
method.
|
|
(q) Impairment
of Intangibles, Goodwill, and Long-lived
Assets
|
|
Cable
certificate assets and wireless licenses are tested annually for
impairment, and are tested for impairment more frequently if events and
circumstances indicate that the asset might be impaired. The impairment
test consists of a comparison of the fair value of the asset with its
carrying amount. If the carrying amount of the assets exceeds its fair
value, an impairment loss is recognized in an amount equal to that excess.
After an impairment loss is recognized, the adjusted carrying amount of
the asset becomes its new accounting basis. Impairment testing of our
cable certificate assets and wireless licenses as of December 31, 2008 and
2007 used a direct value method.
|
|
Our goodwill
assets are tested annually for impairment, and are tested for impairment
more frequently if events and circumstances indicate that the assets might
be impaired. An impairment loss is recognized to the extent that the
carrying amount exceeds the asset’s fair value. This determination is made
at the reporting unit level and consists of two steps. First, we determine
the fair value of a reporting unit and compare it to its carrying amount.
Second, if the carrying amount of a reporting unit exceeds its fair value,
an impairment loss is recognized for any excess of the carrying amount of
the reporting unit’s goodwill asset over the implied fair value of that
asset. The implied fair value of goodwill is determined by allocating the
fair value of the reporting unit in a manner similar to a purchase price
allocation, in accordance with SFAS No. 141, “Business
Combinations.”
|
|
Long-lived
assets, such as property, plant, and equipment, and purchased intangibles
subject to amortization, are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset
group may not be recoverable. Recoverability of an asset group to be held
and used is measured by a comparison of the carrying amount of an asset
group to estimated undiscounted future cash flows expected to be generated
by the asset group. If the carrying amount of an asset group exceeds its
estimated undiscounted future cash flows, an impairment charge is
recognized by the amount by which the carrying amount of the asset group
exceeds the fair value of the asset
group.
|
|
For the
period from January 1, 2008 to December 31, 2008, the U.S. financial
markets have been impacted by continued deterioration in economic
conditions. Should economic conditions in the State of Alaska and other
indicators deteriorate such that they impact our ability to achieve levels
of forecasted operating results and cash flows, should our stock price and
market capitalization decline below our book value for a sustained period
of time, or should other events occur indicating the carrying value of
goodwill and intangible assets might be impaired, we would test our
intangible assets for impairment and may recognize an impairment loss to
the extent that the carrying amount exceeds such asset’s fair value.
Any
future impairment charges could have a material adverse effect on our
results of operations.
|
|
(r) Amortization
and Write-off of Loan
Fees
|
|
Debt issuance
costs are deferred and amortized using the effective interest method. If a
refinancing or amendment of a debt instrument is a substantial
modification, all or a portion of the applicable debt issuance costs are
written off. If a debt instrument is repaid prior to the
maturity date we will write-off a proportional amount of debt issuance
costs.
|
|
(s)Other
Assets
|
|
Other Assets
primarily include long-term deposits, prepayments, and non-trade accounts
receivable.
|
|
(t) Asset
Retirement
Obligations
|
|
We record the
fair value of a liability for an asset retirement obligation in the period
in which it is incurred in Other Liabilities on the Consolidated Balance
Sheets. Additionally, a conditional asset retirement obligation is
recognized as a liability if the fair value of the liability can be
reasonably estimated. When the liability is initially recorded, we
capitalize a cost by increasing the carrying amount of the related
long-lived asset. Over time, the liability is accreted to its present
value each period, and the capitalized cost is depreciated over the useful
life of the related asset. Upon settlement of the liability, we either
settle the obligation for its recorded amount or incur a gain or loss upon
settlement.
|
|
The majority
of our asset retirement obligation is the estimated cost to remove
telephony distribution equipment and support equipment from leased
property.
|
|
Following is
a reconciliation of the beginning and ending aggregate carrying amount of
our liability for asset retirement obligation (amounts in
thousands):
|
Balance at
December 31, 2006
|
$ | 3,408 | ||
Liability
incurred
|
260 | |||
Additions
upon consolidation of Alaska DigiTel
|
365 | |||
Accretion
expense
|
144 | |||
Liability
settled
|
(4 | ) | ||
Balance at
December 31, 2007
|
4,173 | |||
Liability
incurred
|
1,408 | |||
Additions
upon acquisition of UUI, Unicom, Alaska Wireless and Alaska
DigiTel
|
803 | |||
Accretion
expense
|
396 | |||
Liability
settled
|
(601 | ) | ||
Balance at
December 31, 2008
|
$ | 6,179 |
|
During the
years ended December 31, 2008 and 2007 we recorded additional capitalized
costs of $1.4 million and $260,000, respectively, in Property and
Equipment in Service, Net of
Depreciation.
|
|
(u)
|
Derivatives
|
|
We enter into
derivative contracts to manage exposure to variability in cash flows from
floating-rate financial instruments, particularly on our long-term debt
instruments and credit facilities. We do not apply hedge
accounting to our derivative instruments and therefore treat these
instruments as “economic hedges.” Consistent with the
guidance in SFAS No. 133, “Accounting for Derivative Instruments and
Hedging Activities,” derivative instruments are accounted for at fair
value as either assets or liabilities on the balance
sheet. Changes in the fair value of derivatives are recognized
in earnings each reporting
period.
|
|
Derivative
financial instruments are subject to credit risk and market
risk. Credit risk is the failure of the counterparty to perform
under the terms of the derivative contract. We minimize the
credit risk in derivative instruments by entering into transactions with
high-quality counterparties.
|
|
Market risk
is the adverse effect on the value of a derivative instrument that results
from a change in interest rates or other market variables. The
market risk associated with interest-rate contracts is managed by
establishing and monitoring parameters that limit the types and degree of
market risk that may be undertaken.
|
|
In the third
quarter of 2008, we entered into two interest rate caps with a combined
notional value of $180.0 million that mature on July 1,
2010. The initial cost of the caps was
$928,000. These derivative instruments are being used to manage
the interest rate risk on our Senior Credit Facility, which is indexed to
the London Interbank Offered Rate ("LIBOR"). In prior reporting
periods, we did not own any derivative
instruments.
|
|
The following
is a summary of the derivative contracts outstanding in the balance sheet
at December 31, 2008 (dollar amounts in
thousands):
|
Number of
Contracts
|
Notional
Value
|
Balance Sheet
Location
|
Fair
Value
|
|||||||
Interest rate
caps
|
2
|
$ |
180,000
|
Other
Assets
|
$ |
7
|
|
During the
year ended December 31, 2008, a loss of $921,000 relating to the fair
value change on derivative instruments was reported in interest
expense.
|
|
(v)Revenue
Recognition
|
|
All revenues
are recognized when the earnings process is complete in accordance with
SEC Staff Accounting Bulletins (“SAB”) No. 104, “Revenue Recognition” as
follows:
|
|
·
|
Revenues
generated from long-distance service usage and plan fees, Internet service
excess usage, and managed services are recognized when the services are
provided,
|
|
·
|
We recognize
unbilled revenues when the service is provided based upon minutes of use
processed, and/or established rates, net of credits and
adjustments,
|
|
·
|
Cable
television service package fees, local access and Internet service plan
fees, and private line telecommunication revenues are billed in advance,
recorded as Deferred Revenue on the balance sheet, and are recognized as
the associated service is provided,
|
|
·
|
Certain of
our wireless services offerings have been determined to be revenue
arrangements with multiple deliverables. Revenues are recognized as each
element is earned based on objective evidence regarding the relative fair
value of each element and when there are no undelivered elements that are
essential to the functionality of the delivered elements. Revenues
generated from wireless service usage and plan fees are recognized when
the services are provided. Revenues generated from the sale of wireless
handsets and accessories are recognized when title to the handset and
accessories passes to the customer. As the non-refundable, up-front
activation fee charged to the customer does not meet the criteria as a
separate unit of accounting, we allocate the additional arrangement
consideration received from the activation fee to the handset (the
delivered item) to the extent that the aggregate handset and activation
fee proceeds do not exceed the fair value of the handset. Any activation
fees not allocated to the handset would be deferred upon activation and
recognized as service revenue on a straight-line basis over the expected
customer relationship period,
|
|
·
|
The majority
of our equipment sale transactions involve the sale of communications
equipment with no other services involved. Such equipment is subject to
standard manufacturer warranties and we do not manufacture any of the
equipment we sell. In such instances the customer takes title to the
equipment generally upon delivery. We recognize revenue for such
transactions when title passes to the customer and the revenue is earned
and realizable pursuant to the provisions of SAB 104. On certain occasions
we enter into agreements to sell and satisfactorily install or integrate
telecommunications equipment for a fixed fee. Customers may have refund
rights if the installed equipment does not meet certain performance
criteria. We defer revenue recognition until we have received customer
acceptance per the contract or agreement, and all other required revenue
recognition elements have been achieved. Revenues from contracts with
multiple element arrangements, such as those including installation and
integration services, are recognized as each element is earned based on
objective evidence regarding the relative fair value of each element and
when there are no undelivered elements that are essential to the
functionality of the delivered
elements,
|
|
·
|
Technical
services revenues are derived primarily from maintenance contracts on
equipment and are recognized on a prorated basis over the term of the
contracts,
|
|
·
|
Revenues from
white and yellow page directories are recognized ratably during the period
following publication, which typically begins with distribution and is
complete in the month prior to publication of the next
directory,
|
|
·
|
We account
for fiber capacity IRU agreements as an operating lease or service
arrangement and we defer the revenue and recognize it ratably over the
life of the IRU or as services are
rendered,
|
|
·
|
Access
revenue is recognized when earned. We participate in access
revenue pools with other telephone companies. Such pools are
funded by toll revenue and/or access charges regulated by the RCA within
the intrastate jurisdiction and the FCC within the interstate
jurisdiction. Much of the interstate access revenue is initially recorded
based on estimates. These estimates are derived from interim financial
information, available separation studies and the most recent information
available about achieved rates of return. These estimates are subject to
adjustment in future accounting periods as additional information becomes
available. To the extent that a dispute arises over revenue settlements,
our policy is to defer revenue collected until the dispute is
resolved,
|
|
·
|
As an
ETC, we receive subsidies from the USF to support the provision of
local access service in high-cost areas. We accrue estimated
program revenue quarterly based on current line counts, the most current
rates paid to us, our assessment of the impact of current FCC regulations,
and our assessment of the potential outcome of FCC
proceedings. Our estimated accrued revenue is subject to our
judgment regarding the outcome of many variables and is subject to upward
or downward adjustment in subsequent periods. Our ability to
collect our accrued USF subsidies is contingent upon continuation of the
USF program and upon our eligibility to participate in that program, which
is subject to change by future regulatory, legislative or judicial
actions. We adjust revenue and the account receivable in the
period the FCC makes a program change or we assess the likelihood that
such a change has increased or decreased revenue. The payment
from the USF is generally received approximately nine months subsequent to
the services being performed. At December 31, 2008 we have $8.7
million in accounts receivable related to the USF high-cost area
program,
|
|
·
|
We receive
refunds from time to time from Incumbent
Local Exchange Carriers (“ILECs”), with
which we do business in respect of their earnings that exceed regulatory
requirements. Telephone companies that are rate regulated by the FCC using
the rate of return method are required by the FCC to refund earnings from
interstate access charges assessed to long-distance carriers when their
earnings exceed their authorized rate of return. Such refunds are computed
based on the regulated carrier’s earnings in several access categories.
Uncertainties exist with respect to the amount of their earnings, the
refunds (if any), their timing, and their realization. We account for such
refundable amounts as gain contingencies, and, accordingly, do not
recognize them until realization is a certainty upon receipt,
and
|
|
·
|
Other
revenues are recognized when the service is
provided.
|
|
We recognized
$2.8 million of wireless revenue in July 2008 from USAC for interstate
common line support. Due to the uncertainty in our ability to
retroactively claim reimbursement under the program, we accounted for this
payment as a gain contingency and, accordingly, recognized revenue only
upon receipt of payment when realization was
certain.
|
|
(w)Payments
Received from
Suppliers
|
|
Our Consumer
and Commercial segments occasionally receive reimbursements for video
services costs to promote suppliers’ services, called cooperative
advertising arrangements. The supplier payment is classified as a
reduction of selling, general and administrative expenses if it reimburses
specific, incremental and identifiable costs incurred to resell the
suppliers’ services.
|
|
Occasionally
our Consumer and Commercial segments enter into a binding arrangement with
a supplier in which we receive a rebate dependent upon us meeting a
specified goal. We recognize the rebate as a reduction of Cost of Goods
Sold systematically as we make progress toward the specified goal,
provided the amounts are probable and reasonably estimable. If earning the
rebate is not probable and reasonably estimable, it is recognized only
when the goal is met.
|
|
(x)Advertising
Expense
|
|
We expense
advertising costs in the year during which the first advertisement
appears. Advertising expenses were $5.6 million, $5.6 million and $3.5
million for the years ended December 31, 2008, 2007 and 2006,
respectively.
|
|
(y)Leases
|
|
We account
for capital and operating leases as lessee as required by SFAS No. 13,
“Accounting for Leases” and in subsequently issued amendments and
interpretations of SFAS No. 13. Scheduled operating lease rent increases
are amortized over the lease term on a straight-line basis. Rent holidays
are recognized on a straight-line basis over the operating lease term
(including any rent holiday
period).
|
|
Leasehold
improvements are amortized over the shorter of their economic lives or the
lease term. We may amortize a leasehold improvement over a term that
includes assumption of a lease renewal if the renewal is reasonably
assured. Leasehold improvements acquired in a business combination are
amortized over the shorter of the useful life of the assets or a term that
includes required lease periods and renewals that are deemed to be
reasonably assured at the date of acquisition. Leasehold improvements that
are placed in service significantly after and are not contemplated at or
near the beginning of the lease term are amortized over the shorter of the
useful life of the assets or a term that includes required lease periods
and renewals that are deemed to be reasonably assured at the date the
leasehold improvements are purchased. Leasehold improvements made by us
and funded by landlord incentives or allowances under an operating lease
are recorded as deferred rent and amortized as reductions to lease expense
over the lease term.
|
|
(z)Interest
Expense
|
|
Material
interest costs incurred during the construction period of non-software
capital projects are capitalized. Interest costs incurred during the
development period of a software capital project are capitalized. Interest
is capitalized in the period commencing with the first expenditure for a
qualifying capital project and ending when the capital project is
substantially complete and ready for its intended use. We capitalized
interest cost of $4.2 million, $3.3 million and $820,000 during the years
ended December 31, 2008, 2007 and 2006,
respectively.
|
|
(aa)Income
Taxes
|
|
Income taxes
are accounted for using the asset and liability method. Deferred tax
assets and liabilities are recognized for their future tax consequences
attributable to differences between the financial statement carrying
amounts of existing assets and liabilities and their respective tax bases.
Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable earnings in the years in which those
temporary differences are expected to be recovered or settled. Deferred
tax assets recognized are reduced by a valuation allowance to the extent
that the benefits are more likely to be realized than
not.
|
|
We file
federal income tax returns in the U.S. and in various state
jurisdictions. We are no longer subject to U.S. or state tax
examinations by tax authorities for years before 2005 except
that certain U.S. federal income tax returns for years after
1997 are not closed by relevant statutes of limitations due to unused net
operating losses reported on those income tax
returns.
|
|
We recognize
accrued interest on unrecognized tax benefits in interest expense and
penalties in selling, general and administrative expenses. We
did not have any unrecognized tax benefits as of December 31, 2008, 2007
and 2006, and, accordingly, we did not recognize any interest
expense. Additionally, we recorded $0 in penalties during the
years ended December 31, 2008, 2007 and 2006,
respectively.
|
|
(ab)Share-based
Payment
Arrangements
|
|
We apply the
provisions SFAS No. 123(R), “Shared-Based Payment,” in the measurement and
recognition of compensation expense for all share-based payment awards to
employees and directors based on estimated fair values. We currently use
the Black-Scholes-Merton option-pricing model to value stock options
granted to employees. We use these values to recognize stock compensation
expense for stock options in accordance with SFAS No.
123(R). Among other things, SFAS 123(R) requires that
compensation expense be recognized in the financial statements for
share-based awards based on the grant date fair value of those awards.
Additionally, share-based compensation expense includes an estimate for
pre-vesting forfeitures and is recognized over the requisite service
periods of the awards on a straight-line basis, which is generally
commensurate with the vesting term. See note 9 for information on the
assumptions we used to calculate the fair value of share-based
compensation.
|
|
Additionally,
SFAS 123(R) requires the benefits associated with tax deductions in excess
of recognized compensation cost to be reported as a financing cash flow
rather than as an operating cash
flow.
|
|
(ac)
|
Stock
Options and Stock Warrants Issued for Non-employee
Services
|
|
Stock options
and warrants issued in exchange for non-employee services are accounted
for pursuant to the provisions of SFAS 123(R), Emerging Issues Task Force
("EITF") 96-3 and EITF 96-18 based upon the fair value of the
consideration or services received or the fair value of the equity
instruments issued using the Black-Scholes-Merton method, whichever is
more reliably measurable.
|
|
The fair
value determined using these principles is charged to operating expense
over the shorter of the term for which non-employee services are provided,
if stated, or the stock option or warrant vesting
period.
|
|
(ad)
|
Use
of Estimates
|
|
The
preparation of financial statements in conformity with GAAP requires us to
make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Significant items subject to
estimates and assumptions include the allowance for doubtful receivables,
unbilled revenues, accrual of the USF high-cost area program subsidy,
share-based compensation, reserve for future customer credits, valuation
allowances for deferred income tax assets, depreciable and amortizable
lives of assets, the carrying value of long-lived assets including
goodwill, cable certificates and wireless licenses, purchase price
allocations, the accrual of Cost of Goods Sold, and the accrual of
contingencies and litigation. Actual results could differ from those
estimates.
|
|
(ae)
|
Concentrations
of Credit Risk
|
|
Financial
instruments that potentially subject us to concentrations of credit risk
are primarily cash and cash equivalents and accounts receivable. Excess
cash is invested in high quality short-term liquid money instruments
issued by highly rated financial institutions. At December 31, 2008 and
2007, substantially all of our cash and cash equivalents were invested in
short-term liquid money instruments at two highly rated financial
institutions.
|
|
We have one
major customer, (see note 10). Our remaining customers are
located primarily throughout Alaska. Because of this geographic
concentration, our growth and operations depend upon economic conditions
in Alaska. The economy of Alaska is dependent upon the natural resources
industries, and in particular oil production, as well as tourism,
government, and United States military spending. Any deterioration in
these markets could have an adverse impact on us. Though
limited to one geographical area and except for our major customer, the
concentration of credit risk with respect to our receivables is minimized
due to the large number of customers, individually small balances, and
short payment terms.
|
|
(af)
|
Software
Capitalization Policy
|
|
Internally
used software, whether purchased or developed, is capitalized and
amortized using the straight-line method over an estimated useful life of
five years. We capitalize certain costs associated with internally
developed software such as payroll costs of employees devoting time to the
projects and external direct costs for materials and services. Costs
associated with internally developed software to be used internally are
expensed until the point the project has reached the development stage.
Subsequent additions, modifications or upgrades to internal-use software
are capitalized only to the extent that they allow the software to perform
a task it previously did not perform. Software maintenance and training
costs are expensed in the period in which they are incurred. The
capitalization of software requires judgment in determining when a project
has reached the development
stage.
|
|
(ag)
|
Guarantees
|
|
Certain of
our customers have guaranteed levels of service. We accrue for any
obligations under these guarantees as they become probable and
estimable.
|
|
(ah)
|
Classification
of Taxes Collected from
Customers
|
|
We report
sales, use, excise, and value added taxes assessed by a governmental
authority that is directly imposed on a revenue-producing transaction
between us and a customer on a net basis in our statements of
operations. We report a certain surcharge on a gross basis in
our statement of operations of $4.1 million, $4.2 million and $4.6 million
for the years ended December 31, 2008, 2007 and 2006,
respectively.
|
|
(ai)
|
Changes
in Accounting Policy
|
|
Effective
January 1, 2008, we prospectively changed our accounting policy for
recording depreciation on our property and equipment placed in service.
For assets placed in service on or after January 1, 2008, we are using a
mid-month convention to recognize depreciation expense. Previous to this
change we used the half-year convention to recognize depreciation expense
in the year an asset was placed in service, regardless of the month the
property and equipment was placed in service. We believe the mid-month
convention is preferable because it results in more precise recognition of
depreciation expense over the estimated useful life of the asset. No
retroactive adjustment has been made. The following table sets
forth the impact of this accounting change on depreciation and
amortization expense, operating income and net loss for the year ended
December 31, 2008 (amounts in thousands, except per share
amounts):
|
Year Ended
December 31,
|
2008
|
|||
Depreciation
and amortization expense
|
$ | (521 | ) | |
Operating
income
|
521 | |||
Net
loss
|
214 | |||
Basic
EPS
|
0.00 | |||
Diluted
EPS
|
0.00 |
|
In December
2007, the FASB issued SFAS No. 141(R), "Business Combinations" which
requires the acquiring entity in a business combination to record all
assets acquired and liabilities assumed at their respective
acquisition-date fair values, changes the recognition of assets acquired
and liabilities assumed arising from contingencies, changes the
recognition and measurement of contingent consideration, and requires the
expensing of acquisition-related costs as incurred. SFAS 141(R)
also requires additional disclosure of information surrounding a business
combination, such that users of the entity's financial statements can
fully understand the nature and financial impact of the business
combination. We will implement SFAS No. 141(R) on January 1,
2009 and we will apply it to any business combinations after the effective
date.
|
|
In December
2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in
Consolidated Financial Statements" which establishes accounting and
reporting standards for ownership interests in subsidiaries held by
parties other than the parent, the amount of consolidated net income
attributable to the parent and to the noncontrolling interest, changes in
a parent's ownership interest and the valuation of retained noncontrolling
equity investments when a subsidiary is deconsolidated. SFAS
No. 160 also established reporting requirements that provide sufficient
disclosures that clearly identify and distinguish between the interests of
the parent and the interests of the noncontrolling owner. We
will implement SFAS No. 160 on January 1, 2009. We do not
expect the adoption of this standard to have a material impact on our
statement of operations, financial position or cash
flows.
|
|
In March
2008, the FASB issued SFAS No. 161, "Disclosures about Derivative
Instruments and Hedging Activities." This statement requires companies to
provide enhanced disclosures about (a) how and why they use derivative
instruments, (b) how derivative instruments and related hedged items are
accounted for under SFAS No. 133 and its related interpretations, and (c)
how derivative instruments and related hedged items affect a company’s
financial position, financial performance, and cash flows. We
will implement SFAS No. 161 on January 1, 2009. We do not
expect the adoption of this standard to have a material impact on our
statement of operations, financial position or cash
flows.
|
|
In April
2008, FASB issued FSP No. 142-3, “Determination of the Useful Life of
Intangible Assets”, which amends the factors that must be considered in
developing renewal or extension assumptions used to determine the useful
life over which to amortize the cost of a recognized intangible asset
under SFAS 142, “Goodwill and Other Intangible Assets”. FSP 142-3 requires
an entity to consider its own assumptions about renewal or extension of
the term of the arrangement, consistent with its expected use of the
asset. FSP 142-3 also requires the disclosure of the weighted-average
period prior to the next renewal or extension for each major intangible
asset class, the accounting policy for the treatment of costs incurred to
renew or extend the term of recognized intangible assets and for
intangible assets renewed or extended during the period, if renewal or
extension costs are capitalized, the costs incurred to renew or extend the
asset and the weighted-average period prior to the next renewal or
extension for each major intangible asset class. FSP 142-3 is effective
for financial statements for fiscal years beginning after December 15,
2008. The adoption of FSP 142-3 is not expected to have a material impact
on our statement of operations, financial position or cash
flows.
|
|
On January 1,
2008, we partially adopted SFAS No. 157 “Fair Value Measurements,” which
did not have a material impact on our consolidated financial statements.
We partially adopted SFAS No. 157 due to the issuance of FSP FASB 157-2,
“Effective Date of FASB Statement No. 157.” SFAS No. 157
defines fair value, establishes a common framework for measuring fair
value under U.S. GAAP, and expands disclosures about fair value
measurements for assets and liabilities. SFAS No. 157 does not require
additional assets or liabilities to be accounted for at fair value beyond
that already required under other U.S. GAAP accounting standards. FSP No.
157-2 deferred the effective date of SFAS No. 157 for all nonfinancial
assets and nonfinancial liabilities that are not recognized or disclosed
at fair value in the financial statements on a recurring basis (at least
annually). Included in the scope of FSP No. 157-2 are nonfinancial assets
and liabilities acquired in business combinations and impaired assets. The
effective date for nonfinancial assets and nonfinancial liabilities has
been delayed by one year to fiscal years beginning after November 15,
2008, and interim periods within those fiscal years. We continue to assess
the deferred portion of SFAS No.
157.
|
|
In June 2008,
the FASB issued FSP No. EITF 03-6-1, “Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities.”
FSP EITF 03-6-1 requires that unvested share-based payment awards
containing nonforfeitable rights to dividends or dividend equivalents
(whether paid or unpaid) be considered participating securities and
included in the computation of EPS pursuant to the two-class method of
SFAS No. 128. We will implement FSP EITF 03-6-1 on January 1,
2009. All prior-period EPS data presented shall be adjusted
retrospectively to conform to this FSP. This FSP is not anticipated to
have a material impact on our EPS attributable to common
stockholders.
|
|
In October
2008, the FASB issued FSP 157-3, “Determining the Fair Value of a
Financial Asset When the Market for That Asset Is Not
Active.” FSP 157-3 clarifies the application of SFAS 157 in a
market that is not active and addresses application issues such as the use
of internal assumptions when relevant observable data does not exist, the
use of observable market information when the market is not active and the
use of market quotes when assessing the relevance of observable and
unobservable data. FSP 157-3 is effective for all periods presented in
accordance with SFAS No. 157. The guidance in FSP 157-3 is effective
immediately and did not have an impact on the Company upon
adoption. See note 11 for information and related disclosures
regarding the Company’s fair value
measurements.
|
|
(ak)
|
SAB
No. 108
|
|
SAB No. 108
“Considering the Effects of Prior Year Misstatements when Quantifying
Misstatements in Current Year Financial Statements” requires a dual
approach for quantifying misstatements using both a method that quantifies
a misstatement based on the amount of misstatement originating in the
current year statement of operations, as well as a method that quantifies
a misstatement based on the effects of correcting the misstatement
existing in the balance sheet. Prior to the adoption of SAB No. 108, we
quantified any misstatements in our consolidated financial statements
using the income statement method in addition to evaluating qualitative
characteristics. As this method focuses solely on the statement
of operations, this can lead to the accumulation of misstatements in the
balance sheet that may become material if recorded in a particular
period.
|
|
Prior to
January 1, 2006, only the interest costs incurred during the construction
period of significant capital projects, such as construction of an
undersea fiber optic cable system, were capitalized. Beginning
January 1, 2006, we modified our interest capitalization policy resulting
in the capitalization of material interest costs incurred during the
construction period of non-software capital projects and the
capitalization of interest costs incurred during the development period of
a software capital project.
|
|
These
misstatements accumulated over several years and were immaterial when
quantifying the misstatements using the income statement method. Upon
adoption of SAB No. 108 on January 1, 2006, we recorded a $3.5 million
increase to property and equipment in service and $1.6 million increase to
accumulated depreciation for the cumulative misstatement as of December
31, 2005. Accordingly, we increased retained earnings by $1.1
million and recorded $772,000 as a long-term deferred tax
liability.
|
|
(al)
|
Reclassifications
|
|
Reclassifications
have been made to the 2007 and 2006 financial statements to make them
comparable with the 2008
presentation.
|
|
We
reclassified $16.7 million and $12.7 million of network maintenance and
operations expense from selling, general and administrative expense to
Cost of Goods Sold for 2007 and 2006, respectively. We believe
this change in classification more closely aligns our maintenance and
operations components to the nature of expenses included in our financial
statement captions, and will improve the comparability of our financial
statement presentation with our industry
peers.
|
(2)
|
Consolidated
Statements of Cash Flows Supplemental
Disclosures
|
Year ended
December 31,
|
2008
|
2007
|
2006
|
|||||||||
Increase in
accounts receivable
|
$ | (5,209 | ) | (19,713 | ) | (5,649 | ) | |||||
Decrease in
prepaid expenses
|
488 | 949 | 863 | |||||||||
(Increase)
decrease in inventories
|
(3,336 | ) | 1,455 | (1,732 | ) | |||||||
(Increase)
decrease in other current assets
|
(69 | ) | 1,089 | 1,965 | ||||||||
Increase
(decrease) in accounts payable
|
(4,198 | ) | 2,738 | 3,790 | ||||||||
Increase
(decrease) in accrued payroll and payroll related
obligations
|
5,437 | 620 | (3,397 | ) | ||||||||
Increase
(decrease) in deferred revenue
|
4,543 | (2,000 | ) | (998 | ) | |||||||
Increase
(decrease) in accrued interest
|
1,226 | 217 | (878 | ) | ||||||||
Increase
(decrease) in accrued liabilities
|
2,695 | (1,330 | ) | 804 | ||||||||
Increase in
subscriber deposits
|
84 | 194 | 128 | |||||||||
Increase in
long-term deferred revenue
|
49,153 | --- | --- | |||||||||
Increase
(decrease) in components of other long-term liabilities
|
(3,727 | ) | 526 | 594 | ||||||||
$ | 47,087 | (15,255 | ) | (4,510 | ) |
(3)
|
Receivables
and Allowance for Doubtful
Receivables
|
2008
|
2007
|
|||||||
Trade
|
$ | 109,835 | 95,941 | |||||
Employee
|
243 | 198 | ||||||
Other
|
3,058 | 1,774 | ||||||
Total
Receivables
|
$ | 113,136 | 97,913 |
Additions
|
Deductions
|
|||||||||||||||||||
Description
|
Balance at
beginning of year
|
Charged to
costs and expenses
|
Charged to
Other Accounts
|
Write-offs
net of recoveries
|
Balance at
end of year
|
|||||||||||||||
December 31,
2008
|
$ | 1,657 | 3,471 | --- | 2,546 | 2,582 | ||||||||||||||
December 31,
2007
|
$ | 2,922 | 4,822 | --- | 6,087 | 1,657 | ||||||||||||||
December 31,
2006
|
$ | 5,317 | 3,057 | --- | 5,452 | 2,922 |
(4)
|
Net
Property and Equipment in
Service
|
2008
|
2007
|
|||||||
Land and
buildings
|
$ | 32,134 | 14,424 | |||||
Telephony
distribution systems
|
809,356 | 640,001 | ||||||
Cable
television distribution systems
|
194,616 | 161,934 | ||||||
Support
equipment
|
144,457 | 110,619 | ||||||
Transportation
equipment
|
10,550 | 8,102 | ||||||
Property and
equipment under capital leases
|
102,972 | 3,086 | ||||||
1,294,085 | 938,166 | |||||||
Less
accumulated depreciation
|
495,953 | 432,829 | ||||||
Less
amortization
|
5,081 | 1,064 | ||||||
Net property
and equipment in service
|
$ | 793,051 | 504,273 |
(5)
|
Intangible
Assets and
Goodwill
|
2008
|
2007
|
|||||||
Software
license fees
|
$ | 18,377 | 12,094 | |||||
Customer
relationships
|
11,467 | 4,528 | ||||||
Customer
contracts
|
3,538 | --- | ||||||
Right-of-way
|
783 | 783 | ||||||
Other
|
803 | 261 | ||||||
34,968 | 17,666 | |||||||
Less
amortization
|
11,992 | 5,897 | ||||||
Net other
intangible assets
|
$ | 22,976 | 11,769 |
Balance at
December 31, 2006
|
$ | 7,011 | ||
Asset
additions upon consolidation of Alaska DigiTel
|
4,469 | |||
Asset
additions
|
3,738 | |||
Less
amortization expense
|
3,332 | |||
Less asset
write-off
|
117 | |||
Balance at
December 31, 2007
|
11,769 | |||
Asset
additions upon acquisition of UUI, Unicom, Alaska Wireless, and the
minority interest in Alaska DigiTel
|
10,861 | |||
Asset
additions
|
6,303 | |||
Less
amortization expense
|
5,948 | |||
Less asset
write-off
|
9 | |||
Balance at
December 31, 2008
|
$ | 22,976 |
Years Ended
December 31,
|
|||||||
2008
|
2007
|
2006
|
|||||
Amortization
expense for amortizable intangible assets
|
$
|
5,948
|
3,332
|
1,804
|
Years Ending
December 31,
|
||||
2009
|
$ | 7,364 | ||
2010
|
5,494 | |||
2011
|
3,422 | |||
2012
|
2,421 | |||
2013
|
1,092 |
(6)
|
Long-term
Debt
|
December
31,
|
||||||||
2008
|
2007
|
|||||||
Senior Credit
Facility (a)
|
$ | 362,529 | 220,760 | |||||
Senior Notes
(b)
|
320,000 | 320,000 | ||||||
Rural
Utilities Services Debt (c)
|
35,328 | -- | ||||||
CoBank
Mortgage Note Payable (c)
|
3,539 | -- | ||||||
Mortgage
|
490 | 529 | ||||||
Note
Payable
|
-- | 100 | ||||||
Debt
|
721,886 | 541,389 | ||||||
Less
unamortized discount paid on the Senior Notes
|
2,589 | 2,991 | ||||||
Less
unamortized discount paid on Senior Credit Facility
|
2,466 | --- | ||||||
Less current
portion of long-term debt
|
8,425 | 2,283 | ||||||
Long-term
debt, net of unamortized discount
|
$
|
708,406 | 536,115 |
|
(a)
|
The Senior
Credit Facility includes a $360.0 million term loan, including the
Additional Incremental Term Loan discussed below, and a $100.0 million
revolving credit facility with a $25.0 million sublimit for letters of
credit. Our term loan is fully drawn and becomes due in stages between
2011 and 2012.
|
Total
Leverage Ratio (as defined)
|
Applicable
Margin
|
|||
>3.75
|
4.25 | % | ||
>3.25
but <3.75
|
3.75 | % | ||
>2.75
but <3.25
|
3.25 | % | ||
<2.75
|
2.75 | % |
Year
Ended:
|
Maximum
Capital Expenditure Amount
|
|||
2008
|
$ | 240,000 | ||
2009
|
$ | 125,000 | ||
2010
|
$ | 125,000 | ||
2011 and
thereafter
|
$ | 100,000 |
|
(b)
|
We pay
interest of 7.25% on Senior Notes that are due in 2014. The Senior Notes
are an unsecured senior obligation of GCI, Inc. The Senior Notes are
carried on our Consolidated Balance Sheet net of the unamortized portion
of the discount based on an effective interest rate of 7.50%, which is
being amortized to Interest Expense over the term of the Senior Notes
using the effective interest
method.
|
If redeemed
during the twelve month period commencing February 1 of the year
indicated:
|
Redemption
Price
|
|||
2009
|
103.625 | % | ||
2010
|
102.417 | % | ||
2011
|
101.208 | % | ||
2012 and
thereafter
|
100.000 | % |
|
·
|
$250.0
million, reduced by the amount of any prepayments,
or
|
|
·
|
3.0 times
earnings before interest, taxes, depreciation and amortization for the
last four full fiscal quarters of GCI, Inc. and its
subsidiaries.
|
|
(c)
|
We acquired
long-term debt of $43.6 million upon our acquisition of UUI and Unicom
effective June 1, 2008. As of December 31, 2008, the long-term
debt consists of $35.3 million from the Rural Utility Services (“RUS”) and
$3.5 million mortgage note payable due to CoBank. The long-term
debt is due in monthly installments of principal based on a fixed rate
amortization schedule. The interest rates on the various loans
to which this debt relates range from 2.0% to 6.76%. Through
UUI and Unicom, we have $9.9 million available for borrowing for specific
capital expenditures under existing borrowing arrangements.
Substantially all of the assets of our subsidiaries, UUI and Unicom are
collateral for the amounts due to RUS and
CoBank.
|
Years ending
December 31,
|
||||
2009
|
$ | 8,425 | ||
2010
|
8,657 | |||
2011
|
188,147 | |||
2012
|
176,323 | |||
2013
|
4,749 | |||
2014 and
thereafter
|
335,585 | |||
721,886 | ||||
Less
unamortized discount paid on Senior Notes
|
2,589 | |||
Less
unamortized discount paid on Senior Credit Facility
|
2,466 | |||
Less current
portion of long-term debt
|
8,425 | |||
$ | 708,406 |
(7)
|
Comprehensive
Income (Loss)
|
(8)
|
Income
Taxes
|
Years ended
December 31,
|
|||||||
|
2008
|
2007
|
2006
|
||||
Income (loss)
before cumulative effect of a change in accounting
principle
|
$
|
(792
|
)
|
12,162
|
15,797
|
||
SAB 108
cumulative adjustment
|
---
|
---
|
772
|
||||
Cumulative
effect of a change in accounting principle
|
---
|
---
|
44
|
||||
Net income
(loss)
|
$
|
(792
|
)
|
12,162
|
16,613
|
Years ended
December 31,
|
|||||||
2008
|
2007
|
2006
|
|||||
Current tax
expense (benefit):
|
|||||||
Federal
taxes
|
$
|
---
|
436
|
(278
|
)
|
||
State
taxes
|
---
|
77
|
(81
|
)
|
|||
---
|
513
|
(359
|
)
|
Deferred tax
expense:
|
|||||||
Federal
taxes
|
922
|
9,785
|
12,514
|
||||
State
taxes
|
155
|
1,864
|
3,642
|
||||
1,077
|
11,649
|
16,156
|
|||||
$
|
1,077
|
12,162
|
15,797
|
Years ended
December 31,
|
||||||||||||
2008
|
2007
|
2006
|
||||||||||
“Expected”
statutory tax expense (benefit)
|
$ | (277 | ) | 9,063 | 11,988 | |||||||
State income
taxes, net of federal expense (benefit)
|
(48 | ) | 1,585 | 2,529 | ||||||||
Income tax
effect of nondeductible entertainment expenses
|
725 | 569 | 423 | |||||||||
Income tax
effect of nondeductible lobbying expenses
|
424 | 468 | 409 | |||||||||
Income tax
effect of nondeductible expenditures and other
items,
net
|
247 | 500 | 60 | |||||||||
Other,
net
|
6 | (23 | ) | 388 | ||||||||
$ | 1,077 | 12,162 | 15,797 |
2008
|
2007
|
|||||||
Current
deferred tax assets, net of current deferred tax
liability:
|
||||||||
Compensated
absences, accrued for financial reporting purposes
|
$ | 2,771 | 2,196 | |||||
Net operating
loss carryforwards
|
--- | 2,033 | ||||||
Workers
compensation and self insurance health reserves, principally due to
accrual for financial reporting purposes
|
869 | 694 | ||||||
Accounts
receivable, principally due to allowance for doubtful
accounts
|
980 | 629 | ||||||
Deferred
compensation expense for tax purposes in excess of amounts recognized for
financial reporting purposes
|
966 | (401 | ) | |||||
Other
|
2,257 | 583 | ||||||
Total current
deferred tax assets
|
$ | 7,843 | 5,734 |
2008
|
2007
|
|||||||
Long-term
deferred tax assets:
|
||||||||
Net operating
loss carryforwards
|
$ | 65,890 | 45,518 | |||||
IRU revenue
deferred for financial reporting purposes
|
20,658 | --- | ||||||
Alternative
minimum tax credits
|
3,055 | 3,160 | ||||||
Deferred
compensation expense for financial reporting purposes in excess of amounts
recognized for tax purposes
|
1,274 | 2,690 | ||||||
Asset
retirement obligations in excess of amounts recognized for tax
purposes
|
1,812 | 1,444 | ||||||
Share-based
compensation expense for financial reporting purposes in excess of amounts
recognized for tax purposes
|
2,079 | --- | ||||||
Other
|
115 | 222 | ||||||
Total
long-term deferred tax assets
|
94,883 | 53,034 | ||||||
Long-term
deferred tax liabilities
|
||||||||
Plant and
equipment, principally due to differences in depreciation
|
108,015 | 68,278 | ||||||
Intangible
assets
|
73,000 | 68,588 | ||||||
Other
|
55 | 462 | ||||||
Total
long-term deferred tax liabilities
|
181,070 | 137,328 | ||||||
Net long-term
deferred tax liabilities
|
$ | 86,187 | 84,294 |
Years ending
December 31,
|
Federal
|
State
|
||||||
2011
|
$ | 759 | 759 | |||||
2019
|
25,942 | 25,552 | ||||||
2020
|
44,744 | 43,797 | ||||||
2021
|
29,614 | 28,987 | ||||||
2022
|
14,081 | 13,788 | ||||||
2023
|
3,968 | 3,903 | ||||||
2024
|
544 | --- | ||||||
2025
|
1,342 | --- | ||||||
2026
|
337 | --- | ||||||
2027
|
116 | --- | ||||||
2028
|
39,400 | 43,663 | ||||||
Total tax net
operating loss carryforwards
|
$ | 160,847 | 160,449 |
(9)
|
Stockholders’
Equity
|
2008
|
2007
|
2006
|
||||||||||
Expected term
(years)
|
5.2 – 6.8 | 5.2 – 6.8 | 5.4 – 8.0 | |||||||||
Volatility
|
47.6% – 55.4 | % | 41.5% – 54.3 | % | 43.3% – 61.4 | % | ||||||
Risk-free
interest rate
|
1.6% – 3.4 | % | 3.5% – 4.7 | % | 4.7% – 5.0 | % |
|
SFAS 123(R)
requires us to estimate pre-vesting option forfeitures at the time of
grant and periodically revise those estimates in subsequent periods if
actual forfeitures differ from those estimates. We record share-based
compensation expense only for those awards expected to vest using an
estimated forfeiture rate based on our historical pre-vesting forfeiture
data. Previously, we accounted for forfeitures as they occurred under the
pro forma disclosure provisions of SFAS 123 for periods prior to 2006. The
transition impact of adopting SFAS No. 123(R), attributed to accruing for
expected forfeitures on outstanding share-based awards, totaled $108,000,
which was reduced by income tax expense of $44,000 and is reported as
cumulative effect of a change in accounting principle in the accompanying
Consolidated Statement of Operations for the year ended December 31,
2006.
|
|
During the
year ended December 31, 2008, we modified the option price of several
performance based stock options as consideration for a modification of the
performance target. SFAS No. 123(R) requires that we recognize
incremental compensation expense based on the difference between the fair
value of the modified option as compared to the original option as of the
modification date. The modification resulted in $372,000
incremental expense that is expected to be recognized over the weighted
average period of 1.0 years.
|
|
The weighted
average grant date fair value of options granted during the years ended
December 31, 2008, 2007 and 2006 was $3.10 per share, $7.03 per share and
$6.92 per share, respectively. The total fair value of options vesting
during the years ended December 31, 2008, 2007 and 2006 was $3.3 million,
$3.3 million and $3.6 million,
respectively.
|
|
We have
recorded share-based compensation expense of $7.3 million for the year
ended December 31, 2008, which consists of $7.3 million for employee
share-based compensation expense and a $4,000 decrease in the fair value
of liability-classified share-based compensation. We recorded
share-based compensation expense of $4.9 million for the year ended
December 31, 2007, which consists of $6.2 million for employee share-based
compensation expense and a $1.3 million decrease for liability-classified
share-based compensation. We recorded share-based compensation
expense of $6.4 million for the year ended December 31, 2006, which
consists of $4.8 million for employee share-based compensation expense and
$1.6 million for liability-classified share-based
compensation. Share-based compensation expense is classified as
selling, general and administrative expense in our consolidated Statements
of Operations. Unrecognized share-based compensation expense
was $2.8 million relating to 413,000 restricted stock awards and $9.7
million relating to 2.5 million unvested stock options as of December 31,
2008. We expect to recognize share-based compensation expense over a
weighted average period of 2.7 years for stock options and 1.7 years for
restricted stock awards.
|
Shares
|
Weighted
Average
Exercise
Price
|
|||||||
Outstanding
at December 31, 2005
|
6,543 | $ | 7.27 | |||||
Options
granted
|
1,003 | $ | 12.11 | |||||
Options
exercised
|
(1,606 | ) | $ | 6.74 | ||||
Options
forfeited and retired
|
(73 | ) | $ | 8.83 | ||||
Outstanding
at December 31, 2006
|
5,867 | $ | 8.22 | |||||
Options
granted
|
983 | $ | 12.85 | |||||
Restricted
stock awards granted
|
499 | $ | 13.04 | |||||
Options
exercised
|
(477 | ) | $ | 6.93 | ||||
Restricted
stock awards vested
|
(23 | ) | $ | 13.34 | ||||
Options
forfeited and retired
|
(98 | ) | $ | 9.69 | ||||
Outstanding
at December 31, 2007
|
6,751 | $ | 9.37 | |||||
Options
granted
|
751 | $ | 7.80 | |||||
Restricted
stock awards granted
|
45 | $ | 7.36 | |||||
Options
exercised
|
(71 | ) | $ | 5.77 | ||||
Restricted
stock awards vested
|
(131 | ) | $ | 12.05 | ||||
Options
forfeited and retired
|
(140 | ) | $ | 9.57 | ||||
Outstanding
options and restricted stock awards at December 31, 2008
|
7,205 | $ | 9.08 | |||||
Available for
grant at December 31, 2008
|
918 |
Shares
|
Weighted
Average
Exercise
Price
|
|||||||
Outstanding
at December 31, 2006, 2007, and 2008
|
150 | $ | 6.50 | |||||
Available for
grant at December 31, 2008
|
--- |
Options
Outstanding
|
||||||||||||||||||
Weighted
Average
|
||||||||||||||||||
Remaining
|
Aggregate
|
|||||||||||||||||
Range
of
|
Shares
|
Contractual
Life
|
Weighted
Average
|
Intrinsic
Value
|
||||||||||||||
Exercise
Prices
|
(thousands)
|
(years)
|
Exercise
Price
|
(thousands)
|
||||||||||||||
$ | 3.11-$6.00 | 664 | 3.40 | $ | 5.50 | $ | 1,721 | |||||||||||
$ | 6.01-$6.35 | 41 | 2.01 | $ | 6.12 | $ | 81 | |||||||||||
$ | 6.36-$6.50 | 747 | 1.85 | $ | 6.50 | $ | 1,188 | |||||||||||
$ | 6.51-$7.12 | 108 | 2.08 | $ | 7.09 | $ | 108 | |||||||||||
$ | 7.13-$7.25 | 1,050 | 3.10 | $ | 7.25 | $ | 882 | |||||||||||
$ | 7.26-$8.40 | 1,422 | 7.29 | $ | 8.04 | $ | 189 | |||||||||||
$ | 8.41-$9.86 | 705 | 5.65 | $ | 9.54 | $ | --- | |||||||||||
$ | 9.87-$12.99 | 1,680 | 7.90 | $ | 11.91 | $ | --- | |||||||||||
$ | 13.00-$15.31 | 394 | 7.47 | $ | 13.21 | $ | --- | |||||||||||
$ | 15.32-$15.48 | 1 | 8.08 | $ | 15.48 | $ | --- | |||||||||||
$ | 3.11-$15.48 | 6,812 | 5.54 | $ | 8.88 | $ | 4,169 |
Options
Exercisable
|
||||||||||||||||||
Weighted
Average
|
||||||||||||||||||
Remaining
|
Aggregate
|
|||||||||||||||||
Range
of
|
Shares
|
Contractual
Life
|
Weighted
Average
|
Intrinsic
Value
|
||||||||||||||
Exercise
Prices
|
(thousands)
|
(years)
|
Exercise
Price
|
(thousands)
|
||||||||||||||
$ | 3.11-$6.00 | 664 | 3.40 | $ | 5.50 | $ | 1,721 | |||||||||||
$ | 6.01-$6.35 | 41 | 2.01 | $ | 6.12 | $ | 81 | |||||||||||
$ | 6.36-$6.50 | 747 | 1.85 | $ | 6.50 | $ | 1,188 | |||||||||||
$ | 6.51-$7.12 | 108 | 2.08 | $ | 7.09 | $ | 108 | |||||||||||
$ | 7.13-$7.25 | 1,008 | 3.10 | $ | 7.25 | $ | 847 | |||||||||||
$ | 7.26-$8.40 | 518 | 4.65 | $ | 8.17 | $ | 70 | |||||||||||
$ | 8.41-$9.86 | 501 | 5.36 | $ | 9.48 | $ | --- | |||||||||||
$ | 9.87-$12.99 | 525 | 7.34 | $ | 11.48 | $ | --- | |||||||||||
$ | 13.00-$15.31 | 163 | 7.48 | $ | 13.24 | $ | --- | |||||||||||
$ | 15.32-$15.48 | 0 | 8.08 | $ | 15.48 | $ | --- | |||||||||||
$ | 3.11-$15.48 | 4,275 | 4.03 | $ | 7.95 | $ | 4,015 |
(10)
|
Industry
Segments Data
|
Consumer
|
Network
Access
|
Commercial
|
Managed
Broadband
|
Regulated
Operations
|
Total
Reportable Segments
|
|||||||||||||||||||
2008
|
||||||||||||||||||||||||
Revenues:
|
||||||||||||||||||||||||
Intersegment
|
$ | 84 | 916 | 5,808 | --- | 157 | 6,965 | |||||||||||||||||
External
|
255,632 | 153,821 | 114,660 | 37,047 | 14,282 | 575,442 | ||||||||||||||||||
Total
revenues
|
255,716 | 154,737 | 120,468 | 37,047 | 14,439 | 582,407 | ||||||||||||||||||
Cost of Goods
Sold:
|
||||||||||||||||||||||||
Intersegment
|
656 | 685 | 2,821 | 125 | 97 | 4,384 | ||||||||||||||||||
External
|
89,853 | 40,326 | 59,480 | 10,265 | 3,134 | 203,058 | ||||||||||||||||||
Total Cost of
Goods Sold
|
90,509 | 41,011 | 62,301 | 10,390 | 3,231 | 207,442 | ||||||||||||||||||
Contribution:
|
||||||||||||||||||||||||
Intersegment
|
(572 | ) | 231 | 2,987 | (125 | ) | 60 | 2,581 | ||||||||||||||||
External
|
165,779 | 113,495 | 55,180 | 26,782 | 11,148 | 372,384 | ||||||||||||||||||
Total
contribution
|
165,207 | 113,726 | 58,167 | 26,657 | 11,208 | 374,965 |
Less
SG&A
|
110,364 | 43,057 | 36,191 | 13,132 | 7,562 | 210,306 | ||||||||||||||||||
Plus
share-based compensation
|
2,891 | 2,443 | 1,392 | 552 | --- | 7,278 | ||||||||||||||||||
Plus non-cash
contribution expense
|
199 | 177 | 76 | 28 | --- | 480 | ||||||||||||||||||
Plus minority
interest
|
661 | 589 | 253 | --- | --- | 1,503 | ||||||||||||||||||
Plus other
expense
|
(217 | ) | --- | --- | --- | --- | (217 | ) | ||||||||||||||||
Adjusted
EBITDA
|
$ | 58,949 | 73,647 | 20,710 | 14,230 | 3,586 | 171,122 | |||||||||||||||||
2007
|
||||||||||||||||||||||||
Revenues:
|
||||||||||||||||||||||||
Intersegment
|
$ | --- | 2,978 | 5,471 | --- | --- | 8,449 | |||||||||||||||||
External
|
223,502 | 163,377 | 104,640 | 28,792 | --- | 520,311 | ||||||||||||||||||
Total
revenues
|
223,502 | 166,355 | 110,111 | 28,792 | --- | 528,760 | ||||||||||||||||||
Cost of Goods
Sold:
|
||||||||||||||||||||||||
Intersegment
|
2,067 | 1,303 | 2,487 | --- | --- | 5,857 | ||||||||||||||||||
External
|
88,699 | 43,868 | 53,492 | 9,740 | --- | 195,799 | ||||||||||||||||||
Total Cost of
Goods Sold
|
90,766 | 45,171 | 55,979 | 9,740 | --- | 201,656 | ||||||||||||||||||
Contribution:
|
||||||||||||||||||||||||
Intersegment
|
(2,067 | ) | 1,675 | 2,984 | --- | --- | 2,592 | |||||||||||||||||
External
|
134,803 | 119,509 | 51,148 | 19,052 | --- | 324,512 | ||||||||||||||||||
Total
contribution
|
132,736 | 121,184 | 54,132 | 19,052 | --- | 327,104 | ||||||||||||||||||
Less
SG&A
|
89,723 | 38,859 | 36,060 | 11,110 | --- | 175,752 | ||||||||||||||||||
Plus
share-based compensation
|
1,715 | 1,775 | 1,069 | 385 | --- | 4,944 | ||||||||||||||||||
Plus other
income
|
13 | 16 | 7 | --- | --- | 36 | ||||||||||||||||||
Adjusted
EBITDA
|
$ | 46,808 | 82,441 | 16,164 | 8,327 | --- | 153,740 | |||||||||||||||||
2006
|
||||||||||||||||||||||||
Revenues:
|
||||||||||||||||||||||||
Intersegment
|
$ | --- | --- | 5,335 | --- | --- | 5,335 | |||||||||||||||||
External
|
178,951 | 166,471 | 105,929 | 26,131 | --- | 477,482 | ||||||||||||||||||
Total
revenues
|
178,951 | 166,471 | 111,264 | 26,131 | --- | 482,817 | ||||||||||||||||||
Cost of Goods
Sold:
|
||||||||||||||||||||||||
Intersegment
|
--- | 636 | 2,353 | --- | --- | 2,989 | ||||||||||||||||||
External
|
71,663 | 39,957 | 50,309 | 7,178 | --- | 169,107 | ||||||||||||||||||
Total Cost of
Goods Sold
|
71,663 | 40,593 | 52,662 | 7,178 | --- | 172,096 | ||||||||||||||||||
Contribution:
|
||||||||||||||||||||||||
Intersegment
|
--- | (636 | ) | 2,982 | --- | --- | 2,346 | |||||||||||||||||
External
|
107,288 | 126,514 | 55,620 | 18,953 | --- | 308,375 | ||||||||||||||||||
Total
contribution
|
107,288 | 125,878 | 58,602 | 18,953 | --- | 310,721 | ||||||||||||||||||
Less
SG&A
|
76,819 | 35,542 | 35,793 | 10,796 | --- | 158,950 | ||||||||||||||||||
Plus
share-based compensation
|
2,081 | 2,478 | 1,337 | 469 | --- | 6,365 | ||||||||||||||||||
Plus other
income
|
--- | --- | --- | 463 | --- | 463 | ||||||||||||||||||
Adjusted
EBITDA
|
$ | 32,550 | 93,450 | 21,164 | 9,089 | --- | 156,253 |
Years ended
December 31,
|
2008
|
2007
|
2006
|
|||||||||
Reportable
segment revenues
|
$ | 582,407 | 528,760 | 482,817 | ||||||||
Less
intersegment revenues eliminated in consolidation
|
6,965 | 8,449 | 5,335 | |||||||||
Consolidated
revenues
|
$ | 575,442 | 520,311 | 477,482 |
Years ended
December 31,
|
2008
|
2007
|
2006
|
|||||||||
Reportable
segment adjusted EBITDA
|
$ | 171,122 | 153,740 | 156,253 | ||||||||
Less
depreciation and amortization expense
|
114,369 | 87,615 | 82,099 | |||||||||
Less
share-based compensation expense
|
7,278 | 4,944 | 6,365 | |||||||||
Less non-cash
contribution expense
|
480 | --- | --- | |||||||||
Less other
income
|
1,503 | 36 | 463 | |||||||||
Plus other
expense
|
217 | --- | --- | |||||||||
Consolidated
operating income
|
47,709 | 61,145 | 67,326 | |||||||||
Less other
expense, net
|
48,501 | 35,250 | 33,073 | |||||||||
Consolidated
income (loss) before income taxes and cumulative effect of a change in
accounting principle
|
$ | (792 | ) | 25,895 | 34,253 |
(11)
|
Financial
Instruments
|
2008
|
2007
|
||||||||||
Carrying
Amount
|
Fair
Value
|
Carrying
Amount
|
Fair
Value
|
||||||||
Current and
long-term debt and capital lease obligations
|
$
|
817,160
|
723,403
|
541,249
|
512,853
|
||||||
Other
liabilities
|
63,867
|
63,727
|
11,596
|
11,380
|
|
Current and
long-term debt and capital lease obligations: The fair value of
our Senior Notes is estimated based on the quoted market price for the
same issue. The fair value of our Senior Credit Facility is estimated to
approximate the carrying value because these instruments are subject to
variable interest rates. The fair value of the Rural Utilities Services
Debt and CoBank Mortgage Note Payable are valued at the discounted amount
of future cash flows using our current incremental rate of borrowing on
our Senior Credit Facility. The fair value of our capital
leases and capital leases due to related party are estimated based upon
the discounted amount of future cash flows using our current incremental
rate of borrowing on our Senior Credit
Facility.
|
|
Other
Liabilities: Deferred compensation liabilities have no defined
maturity dates therefore the fair value is the amount payable on demand as
of the balance sheet date. Asset retirement obligations are recorded at
their fair value and, over time, the liability is accreted to its present
value each period. Lease escalation liabilities are valued at the
discounted amount of future cash flows using the Senior Credit Facility
interest rate at December 31, 2008. Our non-employee share-based
compensation awards are reported at their fair value at each reporting
period.
|
|
Observable
Inputs Level 1
|
Other
Observable Inputs Level 2
|
Unobservable
Inputs Level 3
|
Total
|
|||||
Assets
|
|||||||||
Money market
funds and U.S. government securities
|
$
|
1,563
|
---
|
---
|
1,563
|
||||
Derivative
financial instruments
|
---
|
7
|
---
|
7
|
|||||
Total assets
at fair value
|
$
|
1,563
|
7
|
---
|
1,570
|
(12)
|
Related
Party Transactions
|
(13)
|
Commitments
and Contingencies
|
|
The Intelsat
Galaxy 18 C-band and Ku-Band transponders are being leased over an
expected term of 14 years. The present value of the lease payments,
excluding telemetry, tracking and command services and back-up protection,
is $98.6 million. We have recorded a capital lease obligation and an
addition to our Property and Equipment at December 31,
2008.
|
Years ending
December 31:
|
Operating
|
Capital
|
||||||
2009
|
$ | 16,401 | 11,646 | |||||
2010
|
8,703 | 11,656 | ||||||
2011
|
7,387 | 11,672 | ||||||
2012
|
5,601 | 11,732 | ||||||
2013
|
4,797 | 11,742 | ||||||
2014 and
thereafter
|
17,429 | 101,983 | ||||||
Total minimum
lease payments
|
$ | 60,318 | 160,431 | |||||
Less amount
representing interest
|
60,102 | |||||||
Less current
maturity of obligations under capital leases
|
4,432 | |||||||
Long-term
obligations under capital leases, excluding current
maturity
|
$ | 95,897 |
Years ending
December 31,
|
||||
2009
|
$ | 18,902 | ||
2010
|
7,356 | |||
2011
|
5,399 | |||
2012
|
4,940 | |||
2013
|
4,936 | |||
2014 and
thereafter
|
46,586 | |||
Total minimum
future service revenues
|
$ | 88,119 |
|
·
|
$3.4 million
to secure payment of certain access charges associated with our provision
of telecommunications services within the State of
Alaska,
|
|
·
|
$529,000 to
meet obligations associated with our insurance arrangements,
and
|
|
·
|
$100,000 to
secure right of way access.
|
|
(14) Fluctuations
in Fourth Quarter Results of Operations
(Unaudited)
|
First
Quarter
|
Second
Quarter
|
Third
Quarter
|
Fourth
Quarter
|
|||||||||||||
2008
|
||||||||||||||||
Total
revenues
|
$ | 134,674 | 142,461 | 151,660 | 146,647 | |||||||||||
Operating
income
|
$ | 9,714 | 14,045 | 15,980 | 7,970 | |||||||||||
Net income
(loss)
|
$ | 436 | 1,832 | 265 | (4,402 | ) | ||||||||||
Basic net
income (loss) per share
|
$ | 0.01 | 0.04 | 0.01 | (0.08 | ) | ||||||||||
Diluted net
income (loss) per share
|
$ | 0.00 | 0.03 | 0.00 | (0.08 | ) | ||||||||||
2007
|
||||||||||||||||
Total
revenues
|
$ | 125,031 | 129,890 | 134,090 | 131,300 | |||||||||||
Operating
income
|
$ | 12,570 | 19,444 | 15,172 | 13,959 | |||||||||||
Net
income
|
$ | 2,306 | 5,918 | 2,956 | 2,553 | |||||||||||
Basic net
income per share
|
$ | 0.04 | 0.11 | 0.06 | 0.05 | |||||||||||
Diluted net
income per share
|
$ | 0.04 | 0.11 | 0.05 | 0.04 |
Exhibit
No.
|
Description
|
||
3.1
|
Restated
Articles of Incorporation of the Company dated August 20, 2007
(37)
|
||
3.2
|
Amended and
Restated Bylaws of the Company dated August 20, 2007
(36)
|
||
4.1
|
Certified
copy of the General Communication, Inc. Amendment No. 1, dated as of June
25, 2007, to the Amended and Restated 1986 Stock Option Plan
(33)
|
||
10.3
|
Westin
Building Lease (3)
|
||
10.4
|
Duncan and
Hughes Deferred Bonus Agreements (4)
|
||
10.5
|
Compensation
Agreement between General Communication, Inc. and William C. Behnke dated
January 1, 1997 (13)
|
||
10.6
|
Order
approving Application for a Certificate of Public Convenience and
Necessity to operate as a Telecommunications (Intrastate Interexchange
Carrier) Public Utility within Alaska (2)
|
||
10.13
|
MCI Carrier
Agreement between MCI Telecommunications Corporation and General
Communication, Inc. dated January 1, 1993 (5)
|
||
10.14
|
Contract for
Alaska Access Services Agreement between MCI Telecommunications
Corporation and General Communication, Inc. dated January 1, 1993
(5)
|
||
10.15
|
Promissory
Note Agreement between General Communication, Inc. and Ronald A. Duncan,
dated August 13, 1993 (6)
|
||
10.16
|
Deferred
Compensation Agreement between General Communication, Inc. and Ronald A.
Duncan, dated August 13, 1993 (6)
|
||
10.17
|
Pledge
Agreement between General Communication, Inc. and Ronald A. Duncan, dated
August 13, 1993 (6)
|
||
10.20
|
The GCI
Special Non-Qualified Deferred Compensation Plan (7)
|
||
10.21
|
Transponder
Purchase Agreement for Galaxy X between Hughes Communications Galaxy, Inc.
and GCI Communication Corp. (7)
|
||
10.25
|
Licenses:
(3)
|
||
10.25.1
|
214
Authorization
|
||
10.25.2
|
International
Resale Authorization
|
||
10.25.3
|
Digital
Electronic Message Service Authorization
|
||
10.25.11
|
Certificate
of Convenience and Public Necessity – Telecommunications Service (Local
Exchange) dated July 7, 2000 (29)
|
||
10.26
|
ATU
Interconnection Agreement between GCI Communication Corp. and Municipality
of Anchorage, executed January 15, 1997 (12)
|
||
10.29
|
Asset
Purchase Agreement, dated April 15, 1996, among General Communication,
Inc., ACNFI, ACNJI and ACNKSI (8)
|
||
10.30
|
Asset
Purchase Agreement, dated May 10, 1996, among General Communication, Inc.,
and Alaska Cablevision, Inc. (8)
|
||
10.31
|
Asset
Purchase Agreement, dated May 10, 1996, among General Communication, Inc.,
and McCaw/Rock Homer Cable System, J.V. (8)
|
||
10.32
|
Asset
Purchase Agreement, dated May 10, 1996, between General Communication,
Inc., and McCaw/Rock Seward Cable System, J.V. (8)
|
||
10.33
|
Amendment No.
1 to Securities Purchase and Sale Agreement, dated October 31, 1996, among
General Communication, Inc., and the Prime Sellers Agent
(9)
|
||
10.34
|
First
Amendment to Asset Purchase Agreement, dated October 30, 1996, among
General Communication, Inc., ACNFI, ACNJI and ACNKSI
(9)
|
||
10.36
|
Order
Approving Arbitrated Interconnection Agreement as Resolved and Modified by
Order U-96-89(5) dated January 14, 1997 (12)
|
||
10.37
|
Amendment to
the MCI Carrier Agreement executed April 20, 1994 (12)
|
||
10.38
|
Amendment No.
1 to MCI Carrier Agreement executed July 26, 1994 (11)
|
||
10.39
|
MCI Carrier
Addendum—MCI 800 DAL Service effective February 1, 1994
(11)
|
||
10.40
|
Third
Amendment to MCI Carrier Agreement dated as of October 1, 1994
(11)
|
10.41
|
Fourth
Amendment to MCI Carrier Agreement dated as of September 25, 1995
(11)
|
||
10.42
|
Fifth
Amendment to the MCI Carrier Agreement executed April 19, 1996
(12)
|
||
10.43
|
Sixth
Amendment to MCI Carrier Agreement dated as of March 1, 1996
(11)
|
||
10.44
|
Seventh
Amendment to MCI Carrier Agreement dated November 27, 1996
(14)
|
||
10.45
|
First
Amendment to Contract for Alaska Access Services between General
Communication, Inc. and MCI Telecommunications Corporation dated April 1,
1996 (14)
|
||
10.46
|
Service Mark
License Agreement between MCI Communications Corporation and General
Communication, Inc. dated April 13, 1994 (13)
|
||
10.47
|
Radio Station
Authorization (Personal Communications Service License), Issue Date June
23, 1995 (13)
|
||
10.50
|
Contract No.
92MR067A Telecommunications Services between BP Exploration (Alaska), Inc.
and GCI Network Systems dated April 1, 1992 (14)
|
||
10.51
|
Amendment No.
03 to BP Exploration (Alaska) Inc. Contract No. 92MRO67A effective August
1, 1996 (14)
|
||
10.52
|
Lease
Agreement dated September 30, 1991 between RDB Company and General
Communication, Inc. (2)
|
||
10.54
|
Order
Approving Transfer Upon Closing, Subject to Conditions, and Requiring
Filings dated September 23, 1996 (13)
|
||
10.55
|
Order
Granting Extension of Time and Clarifying Order dated October 21, 1996
(13)
|
||
10.58
|
Employment
and Deferred Compensation Agreement between General Communication, Inc.
and John M. Lowber dated July 1992 (13)
|
||
10.59
|
Deferred
Compensation Agreement between GCI Communication Corp. and Dana L. Tindall
dated August 15, 1994 (13)
|
||
10.60
|
Transponder
Lease Agreement between General Communication Incorporated and Hughes
Communications Satellite Services, Inc., executed August 8, 1989
(6)
|
||
10.61
|
Addendum to
Galaxy X Transponder Purchase Agreement between GCI Communication Corp.
and Hughes Communications Galaxy, Inc. dated August 24, 1995
(13)
|
||
10.62
|
Order
Approving Application, Subject to Conditions; Requiring Filing; and
Approving Proposed Tariff on an Inception Basis, dated February 4, 1997
(13)
|
||
10.66
|
Supply
Contract Between Submarine Systems International Ltd. And GCI
Communication Corp. dated as of July 11, 1997. (15)
|
||
10.67
|
Supply
Contract Between Tyco Submarine Systems Ltd. And Alaska United Fiber
System Partnership Contract Variation No. 1 dated as of December 1, 1997.
(15)
|
||
10.71
|
Third
Amendment to Contract for Alaska Access Services between General
Communication, Inc. and MCI Telecommunications Corporation dated February
27, 1998 (16)
|
||
10.80
|
Fourth
Amendment to Contract for Alaska Access Services between General
Communication, Inc. and its wholly owned subsidiary GCI Communication
Corp., and MCI WorldCom. (17)
|
||
10.89
|
Fifth
Amendment to Contract for Alaska Access Services between General
Communication, Inc. and its wholly owned subsidiary GCI Communication
Corp., and MCI WorldCom Network Services, Inc., formerly known as MCI
Telecommunications Corporation dated August 7, 2000 #
(18)
|
10.90
|
Sixth
Amendment to Contract for Alaska Access Services between General
Communication, Inc. and its wholly owned subsidiary GCI Communication
Corp., and MCI WorldCom Network Services, Inc., formerly known as MCI
Telecommunications Corporation dated February 14, 2001 #
(18)
|
||
10.91
|
Seventh
Amendment to Contract for Alaska Access Services between General
Communication, Inc. and its wholly owned subsidiary GCI Communication
Corp., and MCI WorldCom Network Services, Inc., formerly known as MCI
Telecommunications Corporation dated March 8, 2001 #
(18)
|
||
10.100
|
Contract for
Alaska Access Services between Sprint Communications Company L.P. and
General Communication, Inc. and its wholly owned subsidiary GCI
Communication Corp. dated March 12, 2002 # (21)
|
||
10.102
|
First
Amendment to Lease Agreement dated as of September 2002 between RDB
Company and GCI Communication Corp. as successor in interest to General
Communication, Inc. (22)
|
||
10.103
|
Agreement and
plan of merger of GCI American Cablesystems, Inc. a Delaware corporation
and GCI Cablesystems of Alaska, Inc. an Alaska corporation each with and
into GCI Cable, Inc. an Alaska corporation, adopted as of December 10,
2002 (22)
|
||
10.104
|
Articles of
merger between GCI Cablesystems of Alaska, Inc. and GCI Cable, Inc.,
adopted as of December 10, 2002 (22)
|
||
10.105
|
Aircraft
lease agreement between GCI Communication Corp., and Alaska corporation
and 560 Company, Inc., an Alaska corporation, dated as of January 22, 2001
(22)
|
||
10.106
|
First
amendment to aircraft lease agreement between GCI Communication Corp., and
Alaska corporation and 560 Company, Inc., an Alaska corporation, dated as
of February 8, 2002 (22)
|
||
10.108
|
Bonus
Agreement between General Communication, Inc. and Wilson Hughes
(23)
|
||
10.109
|
Eighth
Amendment to Contract for Alaska Access Services between General
Communication, Inc. and its wholly owned subsidiary GCI Communication
Corp., and MCI WorldCom Network Services, Inc. # (23)
|
||
10.110
|
Settlement
and Release Agreement between General Communication, Inc. and WorldCom,
Inc. (23)
|
||
10.112
|
Waiver letter
agreement dated as of February 13, 2004 for Credit, Guaranty, Security and
Pledge Agreement (24)
|
||
10.113
|
Indenture
dated as of February 17, 2004 between GCI, Inc. and The Bank of New York,
as trustee (24)
|
||
10.114
|
Registration
Rights Agreement dated as of February 17, 2004, among GCI,
Inc., and Deutsche Bank Securities Inc., Jefferies &
Company, Inc., Credit Lyonnais Securities (USA), Inc., Blaylock &
Partners, L.P., Ferris, Baker Watts, Incorporated, and TD Securities
(USA), Inc., as Initial Purchasers (24)
|
||
10.121
|
First
amendment to contract for Alaska Access Services between Sprint
Communications Company L.P. and General Communication, Inc. and its wholly
owned subsidiary GCI Communication Corp. dated July 24, 2002
# (26)
|
||
10.122
|
Second
amendment to contract for Alaska Access Services between Sprint
Communications Company L.P. and General Communication, Inc. and its wholly
owned subsidiary GCI Communication Corp. dated December 31, 2003
(26)
|
||
10.123
|
Third
amendment to contract for Alaska Access Services between Sprint
Communications Company L.P. and General Communication, Inc. and its wholly
owned subsidiary GCI Communication Corp. dated February 19, 2004
# (26)
|
||
10.124
|
Fourth
amendment to contract for Alaska Access Services between Sprint
Communications Company L.P. and General Communication, Inc. and its wholly
owned subsidiary GCI Communication Corp. dated June 30, 2004
# (26)
|
||
10.126
|
Audit
Committee Charter (as revised by the board of directors of General
Communication, Inc. effective as of February 3,
2005) (27)
|
||
10.127
|
Nominating
and Corporate Governance Committee Charter (as revised by the board of
directors of General Communication, Inc. effective as of February 3,
2005) (27)
|
||
10.128
|
Fifth
amendment to contract for Alaska Access Services between Sprint
Communications Company L.P. and General Communication, Inc. and its wholly
owned subsidiary GCI Communication Corp. dated January 22, 2005
# (27)
|
||
10.129
|
Ninth
Amendment to Contract for Alaska Access Services between General
Communication, Inc. and its wholly owned subsidiary GCI Communication
Corp., and MCI WorldCom Network Services, Inc. #
(28)
|
10.130
|
Amended and
Restated Credit Agreement among GCI Holdings, Inc. and Calyon New York
Branch as Administrative Agent, Sole Lead Arranger, and Co-Bookrunner, The
Initial Lenders and Initial Issuing Bank Named Herein as Initial Lenders
and Initial Issuing Bank, General Electric Capital Corporation as
Syndication Agent, and Union Bank of California, N.A., CoBank, ACB, CIT
Lending Services Corporation and Wells Fargo Bank, N.A. as
Co-Documentation Agents, dated as of August 31, 2005
(28)
|
||
10.131
|
Amended and
Restated 1986 Stock Option Plan of General Communication, Inc. as of June
7, 2005 (28)
|
||
10.132
|
Amendment No.
1 to $150 Million EBITDA Incentive Program dated December 30, 2005
(29)
|
||
10.134
|
Full-time
Transponder Capacity Agreement with PanAmSat Corporation dated March 31,
2006 # (30)
|
||
10.135
|
Tenth
Amendment to Contract for Alaska Access Services between General
Communication, Inc. and its wholly owned subsidiary GCI Communication
Corp., and MCI Communications Services, Inc. d/b/a Verizon Business
Services (successor-in-interest to MCI Network Services, Inc., which was
formerly known as MCI WorldCom Network Services)
# (31)
|
||
10.136
|
Reorganization
Agreement among General Communication, Inc., Alaska DigiTel, LLC, The
Members of Alaska DigiTel, LLC, AKD Holdings, LLC and The Members of
Denali PCS, LLC dated as of June 16, 2006 (Nonmaterial schedules and
exhibits to the Reorganization Agreement have been omitted pursuant to
Item 601b.2 of Regulation S-K. We agree to furnish supplementally to the
Commission upon request a copy of any omitted schedule or exhibit.)
# (32)
|
||
10.137
|
Second
Amended and Restated Operating Agreement of Alaska DigiTel, LLC dated as
of January 1, 2007 (We agree to furnish supplementally to the Commission
upon request a copy of any omitted schedule or exhibit.)
# (32)
|
||
10.138
|
Sixth
amendment to contract for Alaska Access Services between Sprint
Communications Company L.P. and General Communication, Inc. and its wholly
owned subsidiary GCI Communication Corp. dated September 20, 2006
(33)
|
||
10.139
|
Seventh
amendment to contract for Alaska Access Services between Sprint
Communications Company L.P. and General Communication, Inc. and its wholly
owned subsidiary GCI Communication Corp. dated January 17, 2007 #
(33)
|
||
10.140
|
General
Communication, Inc. Director Compensation Plan dated June 29, 2006
(33)
|
||
10.141
|
Eleventh
Amendment to Contract for Alaska Access Services between General
Communication, Inc. and its wholly owned subsidiary GCI Communication
Corp., and MCI Communications Services, Inc. d/b/a Verizon Business
Services (successor-in-interest to MCI Network Services, Inc., which was
formerly known as MCI WorldCom Network Services) # (35)
|
||
10.142
|
Third
Amendment to the Amended and Restated Credit Agreement among GCI Holdings,
Inc., GCI Communication Corp., GCI Cable, Inc., GCI Fiber Communication
Co., Potter View Development Co., Inc., and Alaska United Fiber System
Partnership, GCI, Inc., the banks, financial institutions, and other
lenders party hereto and Calyon New York Branch as Administrative Agent,
dated as of September 14, 2007 (36)
|
||
10.143
|
Joinder
Agreement dated as of September 28, 2007 among BNP Paribas, U.S. Bank
National Association, GCI Holdings, Inc., GCI Communication Corp., GCI
Cable, Inc., GCI Fiber Communication Co., Potter View Development Co.,
Inc., and Alaska United Fiber System Partnership, GCI, Inc., and Calyon
New York Branch as Administrative Agent (36)
|
||
10.144
|
Strategic
Roaming Agreement dated as of October 30, 2007 between Alaska DigiTel,
LLC. And WirelessCo L.P. # (37)
|
||
10.145
|
CDMA
Build-out Agreement dated as of October 30, 2007 between Alaska DigiTel,
LLC. and WirelessCo L.P. (Nonmaterial schedules and exhibits to the
Reorganization Agreement have been omitted pursuant to Item 601b.2 of
Regulation S-K. We agree to furnish supplementally to the Commission upon
request a copy of any omitted schedule or exhibit.) # (37)
|
10.146
|
Long-term de
Facto Transfer Spectrum Leasing agreement between Alaska DigiTel,
LLC. and SprintCom, Inc. # (37)
|
||
10.147
|
Twelfth
Amendment to Contract for Alaska Access Services between General
Communication, Inc. and its wholly owned subsidiary GCI Communication
Corp., and MCI Communications Services, Inc. d/b/a Verizon Business
Services (successor-in-interest to MCI Network Services, Inc., which was
formerly known as MCI WorldCom Network Services) dated November 19, 2007
(Nonmaterial schedules and exhibits to the Reorganization Agreement have
been omitted pursuant to Item 601b.2 of Regulation S-K. We agree to
furnish supplementally to the Commission upon request a copy of any
omitted schedule or exhibit.) # (37)
|
||
10.148
|
Stock
Purchase Agreement dated as of October 12, 2007 among GCI Communication
Corp., United Companies, Inc., Sea Lion Corporation and Togiak Natives
LTD. (Nonmaterial schedules and exhibits to the Reorganization Agreement
have been omitted pursuant to Item 601b.2 of Regulation S-K. We agree to
furnish supplementally to the Commission upon request a copy of any
omitted schedule or exhibit.) (37)
|
||
10.149
|
Fourth
Amendment to the Amended and Restated Credit Agreement dated as of May 2,
2008 by and among GCI Holdings, Inc., the other parties thereto and Calyon
New York Branch, as administrative agent, and the other Lenders party
thereto (38)
|
||
10.150
|
Second
Amendment to Lease Agreement dated as of April 8, 2008 between RDB Company
and GCI Communication Corp. as successor in interest to General
Communication, Inc. (39)
|
||
10.151
|
Audit
Committee Charter (as revised by the board of directors of General
Communication, Inc. effective as of April 27, 2007) (39)
|
||
10.152
|
Nominating
and Corporate Governance Committee Charter (as revised by the board of
directors of General Communication, Inc. effective as of April 27, 2007)
(39)
|
||
10.153
|
Thirteenth
Amendment to Contract for Alaska Access Services between General
Communication, Inc. and its wholly owned subsidiary GCI Communication
Corp., and MCI Communications Services, Inc. d/b/a Verizon Business
Services (successor-in-interest to MCI Network Services, Inc., which was
formally known as MCI WorldCom Network Services) dated January 16, 2008 #
(39)
|
||
10.154
|
Fourteenth
Amendment to Contract for Alaska Access Services between General
Communication, Inc. and its wholly owned subsidiary GCI Communication
Corp., and MCI Communications Services, Inc. d/b/a Verizon Business
Services (successor-in-interest to MCI Network Services, Inc., which was
formally known as MCI WorldCom Network Services) dated May 15, 2008
(40)
|
||
10.155
|
Contract for
Alaska Access Services between the Company and Verizon, dated January 1,
1993 (41)
|
||
10.156
|
Third
Amendment to Contract for Alaska Access Services between the Company and
Verizon, dated February 27, 1998 (41)
|
||
10.157
|
Fourth
Amendment to Contract for Alaska Access Services between the Company and
Verizon, dated January 1, 1999 (41)
|
||
10.158
|
Fifth
Amendment to the Amended and Restated Credit Agreement dated as of October
17, 2008 by and among Holdings, Inc. the other parties thereto and Calyon
New York Branch, as administrative agent, and the other Lenders party
thereto (42)
|
||
10.159
|
Amendment to
Deferred Bonus Agreement dated December 31, 2008 by and among the Company,
the Employer and Mr. Duncan (43)
|
||
10.160
|
Amendment to
Deferred Compensation Agreement dated December 31, 2008 by and among the
Company, the Employer and Mr. Duncan (43)
|
||
14
|
Code Of
Business Conduct and Ethics (originally reported as exhibit 10.118)
(25)
|
||
18.1
|
Letter
regarding change in accounting principle (39)
|
||
21.1
|
Subsidiaries
of the Registrant *
|
23.1
|
Consent of
KPMG LLP (Independent Public Accountant for
Company) *
|
||
31
|
Certifications
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
*
|
||
32
|
Certifications
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 *
|
||
99
|
Additional
Exhibits:
|
||
99.1
|
The Articles
of Incorporation of GCI Communication Corp. (1)
|
||
99.2
|
The Bylaws of
GCI Communication Corp. (1)
|
||
99.7
|
The Bylaws of
GCI Cable, Inc. (10)
|
||
99.8
|
The Articles
of Incorporation of GCI Cable, Inc. (10)
|
||
99.15
|
The Bylaws of
GCI Holdings, Inc. (13)
|
||
99.16
|
The Articles
of Incorporation of GCI Holdings, Inc. (13)
|
||
99.17
|
The Articles
of Incorporation of GCI, Inc. (12)
|
||
99.18
|
The Bylaws of
GCI, Inc. (12)
|
||
99.27
|
The
Partnership Agreement of Alaska United Fiber System (15)
|
||
99.28
|
The Bylaws of
Potter View Development Co., Inc. (19)
|
||
99.29
|
The Articles
of Incorporation of Potter View Development Co., Inc. (19)
|
||
99.34
|
The Bylaws of
GCI Fiber Communication, Co., Inc. (20)
|
||
99.35
|
The Articles
of Incorporation of GCI Fiber Communication, Co., Inc.
(20)
|
________________
|
|
#
|
CONFIDENTIAL
PORTION has been omitted pursuant to a request for confidential treatment
by us to, and the material has been separately filed with, the Securities
and Exchange Commission. Each omitted Confidential Portion is
marked by three asterisks.
|
*
|
Filed
herewith.
|
________________
|
Exhibit
Reference
|
Description
|
1
|
Incorporated
by reference to The Company’s Annual Report on Form 10-K for the year
ended December 31, 1990
|
2
|
Incorporated
by reference to The Company’s Annual Report on Form 10-K for the year
ended December 31, 1991
|
3
|
Incorporated
by reference to The Company’s Registration Statement on Form 10 (File No.
0-15279), mailed to the Securities and Exchange Commission on December 30,
1986
|
4
|
Incorporated
by reference to The Company’s Annual Report on Form 10-K for the year
ended December 31, 1989.
|
5
|
Incorporated
by reference to The Company’s Current Report on Form 8-K dated June 4,
1993.
|
6
|
Incorporated
by reference to The Company’s Annual Report on Form 10-K for the year
ended December 31, 1993.
|
7
|
Incorporated
by reference to The Company’s Annual Report on Form 10-K for the year
ended December 31, 1995.
|
8
|
Incorporated
by reference to The Company’s Form S-4 Registration Statement dated
October 4, 1996.
|
9
|
Incorporated
by reference to The Company’s Current Report on Form 8-K dated November
13, 1996.
|
10
|
Incorporated
by reference to The Company’s Annual Report on Form 10-K for the year
ended December 31, 1996.
|
11
|
Incorporated
by reference to The Company’s Current Report on Form 8-K dated March 14,
1996, filed March 28, 1996.
|
12
|
Incorporated
by reference to The Company’s Form S-3 Registration Statement (File No.
333-28001) dated May 29, 1997.
|
13
|
Incorporated
by reference to The Company’s Amendment No. 1 to Form S-3/A Registration
Statement (File No. 333-28001) dated July 8, 1997.
|
14
|
Incorporated
by reference to The Company’s Amendment No. 2 to Form S-3/A Registration
Statement (File No. 333-28001) dated July 21, 1997.
|
15
|
Incorporated
by reference to The Company’s Annual Report on Form 10-K for the year
ended December 31, 1997.
|
16
|
Incorporated
by reference to The Company’s Annual Report on Form 10-K for the year
ended December 31, 1998.
|
17
|
Incorporated
by reference to The Company’s Quarterly Report on Form 10-Q for the period
ended June 30, 1999.
|
18
|
Incorporated
by reference to The Company’s Quarterly Report on Form 10-Q for the period
ended March 31, 2001.
|
19
|
Incorporated
by reference to The Company’s Quarterly Report on Form 10-Q for the period
ended June 30, 2001.
|
20
|
Incorporated
by reference to The Company’s Annual Report on Form 10-K for the year
ended December 31, 2001.
|
21
|
Incorporated
by reference to The Company’s Quarterly Report on Form 10-Q for the period
ended June 30, 2002.
|
22
|
Incorporated
by reference to The Company’s Annual Report on Form 10-K for the year
ended December 31, 2002.
|
23
|
Incorporated
by reference to The Company’s Quarterly Report on Form 10-Q for the period
ended June 30, 2003.
|
24
|
Incorporated
by reference to The Company’s Annual Report on Form 10-K for the year
ended December 31, 2003.
|
25
|
Incorporated
by reference to The Company’s Quarterly Report on Form 10-Q for the period
ended March 31, 2004.
|
26
|
Incorporated
by reference to The Company’s Quarterly Report on Form 10-Q for the period
ended June 30, 2004.
|
27
|
Incorporated
by reference to The Company’s Quarterly Report on Form 10-Q for the period
ended March 31, 2005.
|
28
|
Incorporated
by reference to The Company’s Quarterly Report on Form 10-Q for the period
ended September 30, 2005.
|
29
|
Incorporated
by reference to The Company’s Annual Report on Form 10-K for the year
ended December 31, 2005 filed March 16, 2006.
|
30
|
Incorporated
by reference to The Company’s Quarterly Report on Form 10-Q for the period
ended March 31, 2006.
|
31
|
Incorporated
by reference to The Company’s Quarterly Report on Form 10-Q for the period
ended June 30, 2006.
|
32
|
Incorporated
by reference to The Company’s Annual Report on Form 10-K for the year
ended December 31, 2006 filed March 19, 2007.
|
33
|
Incorporated
by reference to The Company’s Quarterly Report on Form 10-Q for the period
ended March 31, 2007.
|
34
|
Incorporated
by reference to The Company’s Form S-8 filed with the SEC on July 27,
2007.
|
35
|
Incorporated
by reference to The Company’s Quarterly Report on Form 10-Q for the period
ended June 30, 2007.
|
36
|
Incorporated
by reference to The Company’s Quarterly Report on Form 10-Q for the period
ended September 30, 2007.
|
37
|
Incorporated
by reference to The Company’s Annual Report on Form 10-K for the year
ended December 31, 2007 filed March 7,
2008.
|
38
|
Incorporated
by reference to the Company's Report on Form 8-K for the period May 2,
2008 filed May 8, 2008.
|
39
|
Incorporated
by reference to The Company’s Quarterly Report on Form 10-Q for the period
ended March 31, 2008.
|
40
|
Incorporated
by reference to The Company’s Quarterly Report on Form 10-Q for the period
ended June 30, 2008.
|
41
|
Incorporated
by reference to The Company's Report on Form 8-K for the period September
19, 2008 filed on September 22, 2008.
|
42
|
Incorporated
by reference to The Company’s Quarterly Report on Form 10-Q for the period
ended September 30, 2008.
|
43
|
Incorporated
by reference to The Company's Report on Form 8-K for the period December
31, 2008 filed January 6, 2009.
|
By:
|
/s/ Ronald A. Duncan | ||
Ronald A.
Duncan, President
|
|||
(Chief
Executive Officer)
|
Date:
|
March 20, 2009 |
Signature
|
Title
|
Date
|
||
/s/ Stephen
M. Brett
|
Chairman of
Board and Director
|
March 20, 2009 | ||
Stephen M.
Brett
|
||||
/s/ Ronald A.
Duncan
|
President and
Director
|
March 20, 2009 | ||
Ronald A.
Duncan
|
(Principal
Executive Officer)
|
|||
/s/ Jerry A. Edgerton |
Director
|
March 11, 2009 | ||
Jerry A.
Edgerton
|
||||
/s/ Scott M.
Fisher
|
Director
|
March 3, 2009 | ||
Scott M.
Fisher
|
||||
/s/ William
P. Glasgow
|
Director
|
March 20, 2009 | ||
William P.
Glasgow
|
||||
Director
|
||||
Mark W.
Kroloff
|
||||
/s/ Stephen
R. Mooney
|
Director
|
March 20, 2009 | ||
Stephen R.
Mooney
|
||||
/s/ James M.
Schneider
|
Director
|
March 20, 2009 | ||
James M.
Schneider
|
||||
/s/ John M.
Lowber
|
Senior Vice
President, Chief Financial
|
March 20, 2009 | ||
John M.
Lowber
|
Officer,
Secretary and Treasurer
(Principal
Financial Officer)
|
|||
/s/ Lynda L.
Tarbath
|
Vice
President, Chief Accounting
|
March 20, 2009 | ||
Lynda L.
Tarbath
|
Officer
(Principal
Accounting Officer)
|