GCI Liberty, Inc.

GCI Liberty, Inc.

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GCI Liberty, Inc.US flagNASDAQ Global Market
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Q3 2013 · Earnings Call Transcript

Nov 11, 2013

APIChat

Operator

Welcome and thank you for standing by. At this time, all participants' lines will be on a listen-only mode.

(Operator Instructions). Today’s conference is being recorded.

If you have any objection, you may disconnect at this time. I would like to turn today's call over to John Lowber, Chief Financial Officer.

Sir, you may proceed.

John Lowber

Great. Thank you very much.

Thank you all for joining us today. I am John Lowber, the company’s Chief Financial Officer.

Ron Duncan, our President and CEO is here with me along with the usual supporting cast. We will all be available to participate in the question and answer session, which will follow my initial comments.

A copy of our detailed press release can be found on our website. The conference call is being recorded and will be available for playback for 72 hours beginning at 4 pm Eastern Time today.

The playback number is 866-483-9044 with an access code of 7461. In addition to the conference call, you may access the conference through the Internet.

To access the call via net conferencing, log on to our website at www.gci.com and follow the instructions. Webcast will be available for replay for the next two weeks.

Some of the statements made by GCI in this presentation are forward-looking in nature. Actual results may differ from those projected and forward-looking statements due to a number of factors.

Additional information concerning such factors can be found in GCI's filings with the Securities and Exchange Commission. The third quarter results include our first look at the post-closing operations of The Alaska Wireless Network, our new wholesale wireless business.

The transaction was effective on July 23rd, so our financial results include approximately two and one-third month's of those operations. The partial quarter's activities had a fairly significant impact on our third quarter performance and affected the comparisons to our prior year results.

The transition is going well and we are quite pleased with the quarterly and year-to-date results. Third quarter revenues totaled $220.4 million, up approximately $41.9 million over the prior year quarter.

Adjusted EBITDA increased $19.3 million, or 32.4%, compared to the prior year and was up $16.6 million or more than 26% on a sequential basis. Revenues were up $30.8 million or 16.2% on a sequential basis.

Our EBITDA margin of 35.7%, increased by 240 basis points compared to the prior year quarter and 295 basis points on a sequential basis. Net income for the quarter totaled $8.9 million, or $0.22 per share compared to last year's net income of $3.7 million or $0.09 per share.

On a year-to-date basis, revenues were up $69.8 million, or 13.3% and adjusted EBITDA is up $25.8 million or 14.9%. Net income and earnings per share of $16.3 million and $0.39, respectively, are up on a year-to-date basis over net income of $9.1 million and earnings per share of $0.22 reported for the same period of last year.

The Alaska economy is continuing to do relatively well. The state's permanent fund balance is currently approximately $45.5 billion and as state reportedly has approximately $15.6 billion in budget reserves available.

The state's unemployment rate was 6.5% in August, compared to 7% in August a year ago and it remains below the current national average of 7.3%. Alaska still leads a nation in per capita personal income as well as median income for its household.

Effective the 1st of this year in anticipation of closing The Alaska Wireless Network or AWN transaction, we are now organized in two segments, Wireless and Wireline. As we discussed before, the Wireless segment includes the wholesale services that are now within AWN.

The Wireline segment continues everything else, including consumer business, business services which was formally known as commercial and network access and Managed Broadband which now includes our regulated services. The consumer and business services lines will continue to report their respective shares of the retail wireless revenues to which they are contractually entitled.

The comparative figures for 2012 had been recast consistent with the new presentation. Wireless, as we noted earlier, The Alaska Wireless network transaction during the quarter and we now have several months of operating experience behind us.

Much integration work remains, but we are off to a good start both, financially and operationally. AWN had been offering expanded LTE service in the Anchorage and Mat-Su markets, just recently rolled out LTE service in June and expects to provide service in the Fairbank's market by the end of the year.

We are now providing Turbozone Wi-Fi access in over 1,200 venues via almost 1,700 access points around the stage. Wireless revenues of $68.1 million for the quarter increased 35.8 million or 111% when compared to the third quarter of 2012.

Wireless EBITDA of $37.3 million, increased $24 million or more than a 182%, compared to the prior year quarter. These improvements are largely due to post-closing increases in roaming and backhaul revenue along with growth in wholesale wireless services resulting from the AWN transaction based on publicly available information its partner 50,000 wireless subscribers at the end of the quarter.

Consumer, the Consumer segment continues to be affected by secular trends. The consumer business is experiencing the same local line losses as others in the industry.

Its customers were disconnecting their wireline service and relying solely on their wireless devices. The Video business is being affected as customers use other sources of video including over the top.

Although voice and video metrics remain challenged, growth in retail wireless and data revenues is more than compensating the weakness in those areas. In spite of secular headwinds, consumer revenues were up 4.2% from the prior year and 0.6% on a sequential basis.

The gross margin percentage widened 407 basis points compared to the prior year and 131-basis point, sequentially. Operationally, we continue to experience challenges on the subscriber count front, but again we did well on ARPU.

In the third quarter, we had declines of 2,400 voice lines, 1,200 video subscribers and 800 cable modem subscribers. Including business services, we added 2,400 non-pipeline wireless subscribers who was up $2.32 for cable modems, $0.77 for wireless and $1.17 for video.

Consumer EBITDA total $16.8 million for the quarter as compared to $15.9 million a year ago and $18.9 million in the prior quarter. Consumer EBITDA is down sequentially due to an increase in allocated SG&A cost.

On a year-to-date basis, consumer EBITDA is up $1.3 million or 2.6% as compared to the same period of the prior year. Business Services.

Third quarter revenues were up $1.56 million, compared to the prior year quarter, but were down $3.2 million on a sequential basis due to declines in voice revenues. Business Services comparability was affected by certain data transport revenues which were classified as voice revenues in the first and second quarters of 2013.

This quarter we changed this classification, which had the effect of reducing voice revenues and increasing data revenues in the third quarter by approximately $2.7 million. After taking this adjustment into account, voice revenues were down approximately $600,000 for the quarter and data revenues were down by $2.9 million, mostly due to declines in our lower margin time and materials business.

Margins were down slightly compared to the prior year and increased, sequentially. EBITDA was down $2 million versus the prior year quarter due to an increase in allocated SG&A costs and was down $1.9 million on a sequential basis due to the decline in revenues as well as an increase in SG&A costs.

Although they enjoyed increases over the prior year, Business Services' metrics were down for the quarter. Cable modems dropped by 100 units, video subscribers dropped by 1,000, and local lines decreased by 1,100.

During the last year, the commercial segment lost 2,400 local access lines, but gained 2,400 cable modem subscribers and 1,400 video subs. On a year-to-date basis, Business Services revenues are $12.9 million, margin has dropped 357 basis points and EBITDA is down $1.36 million, largely due to a $3.5 million increase in the SG&A cost.

Managed Broadband. Managed Broadband revenues were up 6.3% compared to the year ago quarter and were up 3.6% on a sequential basis.

Revenues for the third quarter totaled $29.8 million. That was $28 million in the same quarter of the prior year and approximately $28.8 million in the prior quarter.

Quarterly EBITDA was down $3.6 million versus the prior year, once again due to an increase in SG&A cost. On a year-to-date basis, revenues were up approximately $6.8 million and EBITDA has dropped just over $2 million.

Other items of interest, TERRA Northwest. Our goal this year was to extend our rural terrestrial network as far as Nome allowing us to directly serve three additional communities in rural Northwest Alaska and setting the stage for future expansion into the surrounding communities.

All three are the necessary mountain top sites have now been completed with an antenna and radio installed at the new Nome hospital. The new link between [Tulik] and Nome has undergone radio testing October 4, and we are now redirecting satellite traffic onto the network, well ahead of schedule.

Phase 3 construction, which will extend the network and cost review by the end of 2014 is well underway. Share repurchase program.

During the quarter, we acquired an additional $242 of our Class A common stock at an average cost of $8.90. We also retired an additional 19,000 shares at an average price of $9.9 per share that were withheld from end of the year employees to satisfy income tax withholding requirements.

This brings our total year-to-date purchases to 1.8 million shares for approximately 15.4 million. Depending on the company's performance, market conditions, liquidity position and subject to continued board oversight, we will likely continue to optimistically acquire shares in the open market.

Denali Media acquisition. Late last week, we announced that we closed the asset purchase agreements to acquire for $7.6 million, rebroadcast T.V.

stations one of which is located in Anchorage and two of which are located in Southeast Alaska. Our plan is to provide a new statewide platform for news and information as well as the means to provide unique content and additional value to our video subscribers.

Guidance and economic prospects. You may recall that we have been reluctant to provide any guidance until we had little visibility into the operations of AWN.

We are now able to resume our practice of providing annual guidance with respect to both, revenues and adjusted EBITDA. Our guidance for 2014 will be provided during our year end conference call.

For 2013, we are now projecting consolidated revenues of something in excess of $800 million and adjusted EBITDA of approximately $265 million. Liquidity and capital expenditures.

We ended the third quarter with $57.9 million in cash and equivalents and $162.5 million available to draw under our bank facility. September 30th, we also had $11.9 million of restricted cash on hand to fund continued construction of TERRA Northwest.

Our credit facilities and capital leases were up require approximately $8.1 million of amortization during the next year while our AWN subsidiary is obligated to make $50 million and distributions to minority partner over the next 12 months. We are comfortable with our existing leverage and we have no other significant principle repayments due until our senior credit facility matures in April of 2018.

We are quite satisfied. We have the liquidity necessary to meet the near-to-medium term requirements of our business plan.

During the first nine months of the year, we generated $199.5 million in EBITDA, reported $51.8 million of interest expense and invested $131.2 million in capital expenditures leaving $16.4 million left over. Other uses of cash during the period included $15.4 million in share repurchases and a distribution of $5.4 million to our minority partner, a little over $19 million of restricted cash was used to fund capital expenditures since the first of the year, net debt has increased by approximately $100 million, which equals the $100 million in wireless asset purchases we made as part of the AWN transaction.

We invested approximately $51.4 million in capital expenditures during the third quarter and $131.2 million year-to-date. Capital expenditures during the third quarter were made in the following areas, for our continued build out of TERRA network $5 million, for upgrades and extension of our HFC network, $14.9 million, for our other business line expenditures including wireless, $23.7 million and for all other CapEx, including IT, $7.9 million.

We previously guided to $185 million in total cash, CapEx for the year, which included core CapEx, the potential acquisition of our South Anchorage distribution center building and other non-core expenditures. We are now currently expecting to finish the year slightly below that number.

The interest rate on approximately 79% of our debt is fixed and our interest expense is currently running at a rate of approximately $74 million per year. Assuming 2013 adjusted EBITDA of $265 million, our cash interest coverage is approximately 3.58 times.

Our cash interest coverage is approximately 3.58 times. Our leverage on net debt assuming the same $265 million and adjusted EBITDA and the outstanding debt reflected on our September 30 financial statements is 3.9 times and on gross debt is 4.12 times.

The final items of note will be my last investor conference call. We noted last month in an 8-K filing that I will be retiring at the end of this year after more than 28 years with the company.

Peter Pounds will be taking over my duties as Chief Financial Officer. Pete has been with the company for more than 16 years, he has both a CPA and a CFA, and he is extremely capable.

He is also younger and more handsome and more energetic than I am. I am confident that the transition will be seamless and I am very pleased with the financial condition of the company as I move into the next phase of my life.

In conclusion, we are pleased with the quarterly and year-to-date results. We are very happy to have closed the AWN and Denali Media transactions.

We have made some significant progress and expect that company will be well positioned as we move into the new year. We will now be happy to answer your questions.

Operator

(Operator Instructions) Ana Goshko, your line is open.

Ana Goshko - Bank of America/Merrill Lynch

Hi. Thanks very much for taking the question.

I think, I am still struggling a little bit to understand the impact of AWN on the financials, so wanted to clarify on the EBITDA guidance that you provided for the year, which I believe I heard it was $265 million. Just to be clear that's not a pro forma number and it includes a partial period of consolidation for the third quarter and then a full quarter of consolidation for the fourth quarter of AWN?

John Lowber

That is correct. There is no per forma effects included in that.

Ana Goshko - Bank of America/Merrill Lynch

Okay. To think about it on a pro forma basis, we would be grossing up, really, the impacts of AWN for a full year?

John Lowber

That is correct. You have to be mindful of things like seasonality and so on, so we have been reluctant to put out a pro forma number, but that is correct.

Ana Goshko - Bank of America/Merrill Lynch

Okay. Then from an analytic standpoint, you are particularly if I look at valuation metrics or credit metrics, I'm prone to take the EBITDA from AWN and to treat that proportionately for the ownership and I wanted to hear your feedback or standpoint on whether that is the appropriate way to think about AWN in terms of the valuation metrics for the company?

John Lowber

I think, that's probably a reasonable way to look at it. That is complicated a little bit, because the distributions for the first four years won't be exactly proportional to ownership, but long-term, that would be the way to look at it.

Ana Goshko - Bank of America/Merrill Lynch

Okay. Then with Alaska Communications yesterday, I think the way that they are treating their EBITDA is really sort of adding back the distribution, so maybe for the short-term the best method would be to take the $50 million of annual distributions and subtract that from the company's EBITDA.

Is that a more appropriate way to look at it in the short-term?

Ron Duncan

If you are trying to get to cash flow, that would be the way to do it. If you are trying to get to a company valuation, you would be substantially understating the long run cash flow stream for GCI from a DCF perspective.

We own 33.66% of that, plus the benefit of the management fee, which you shouldn't ignore, because that chips a couple of extra points for cash flow in GCI's favor and if I was doing a valuation analysis, I would use the proportionate ownership free cash flow or EBITDA rather than the distributed amount. Really, I think the way we would view is that the excess in the first four years between the distributed amount and the proportional ownership is additional consideration for the purchase.

Ana Goshko - Bank of America/Merrill Lynch

Got it. Okay.

I understand that very much. Okay.

Thank you very much.

Ron Duncan

You're welcome.

Operator

Our next question will come from Barry Sine. Your line is open.

Barry Sine - Drexel Hamilton

Good morning, I guess in Anchorage. Let me follow up on that last question.

When you talk about that $265 million EBITDA guidance for the year that includes 100% of AWN EBITDA in the fourth quarter? You are not thinking about anything proportional towards the dividend payments out to ATS?

Ron Duncan

Correct.

Barry Sine - Drexel Hamilton

Good. Okay.

Next question is on the business services segment in terms of the voice line, and I dialed in a little late so you may have mentioned this, but I noticed that dipped down a little bit year-over-year and sequentially. Anything unusual going on there?

What's going on trend-wise?

Ron Duncan

Nothing so. Pete, did you have any insights into that?

Peter Pounds

No. It's just the trends that we are seeing out there.

Even on the business side, you are starting to see more people with wireless handsets and they are paying fewer and fewer lines into the business.

Barry Sine - Drexel Hamilton

Okay. Then in terms of the current competitive environment that you are seeing in the wireless marketplace, I noticed on the ACS call, I talked to them about what they are seeing competitively.

I noticed in your website that you have got a pretty aggressive promotion underway right now with a three smartphone, 16 gig of memory or less, including the 5S. ACS, when I asked them that they didn't think that it was right for them economically.

Obviously, you believe that it makes sense to fully subsidize the handset to gain a subscriber. Can you walk us through your thinking there?

Why you are so aggressive in terms of handset subsidies presently?

Ron Duncan

I think that with the consolidation of the two networks, we really have a much better platform than we had a year ago and our efforts are to try and get as many people onto that platform and get them to try it out, get them hooked on it at this point, because of the legacies and the stated people perception things that's for us to be doing more promotional activities and getting folks to the network with the hopes of the new products the LTE that we rolled out to Turbozone and those things will turn them into long-term customers. It's also worth noting that the economics between us and ACS are substantially different.

ACS has a distributed interest in the underlying partnership, but their cash flow from it, for the first four years is fixed, whereas GCI has 100% of the benefit or the detriment of that AWN relationship for the first years, so if we can use AWN performance in the first four years, where all of those wireless revenues really go that enters directly to GCI's benefit whereas ACS operating substantially subsided to reduced the AWN performance has no effect on their cash flow in the first four years, so the subsidy literally would come out of their pocket.

Barry Sine - Drexel Hamilton

Okay. I understand that.

Last area I wanted to talk about is, the Denali acquisition. You have been a little quiet on that while you were going through, I guess, a contentious SEC approval process.

Now that that's closed, can you talk to us a little bit about what the financials of those media properties look like? Specifically, question on can you use the CBS and NBC feeds statewide to cut your programming costs?

Then lastly, can you talk to us about what you look like on a combined advertising basis? I'm assuming you are going to pool advertising sales for both, cable platform as well as the broadcast platforms going forward?

John Lowber

Yes. I think all three of those are great questions and I would write them down hold them for the year end conference call.

We have just closed the thing less than a week ago. We are involved in a high contentious retransmission right now with what will be our principle competitor in the broadcast space.

We haven't really even turned on our new news programming, which we think will be our substantial believe only had a week of opportunity to consolidate cable advertising and the over the air advertising. We are also involved in continued negotiations with some of the networks, so I think it's premature to comment on that, but I would be delighted to address those questions in March at the end of year results.

Barry Sine - Drexel Hamilton

Okay. I will be there.

Thank you.

John Lowber

Thanks, Barry.

Operator

Our next question will come from Liam Burke. Your line is open.

Liam Burke - Janney

Thank you. Good morning, John.

On the consumer data side, obviously there's been a shift more towards data traffic substitution on the video side. You are seeing nice ARPU growth on the cable modem.

You did have about 800 cable modem losses during the quarter. Is that seasonality or you are still feeling the shift in military spending up in Alaska?

Ron Duncan

I think, there's two things going on there. There are some true movements in and out, which contribute to some disconnects and I think there is also some loss at the low end to ACS, who has had a very aggressive price promotion for people who don't need the speed, ACS can't match on the speed.

In fact, I think our slowest servers is faster than their fastest servers, but for people who need limited connectivity and don't need the speed, they have offered some very, very aggressive price promotions in the market, which we have elected not to match. I think part of what you see there is reflected in what they reported for gains for the quarter.

Liam Burke - Janney

Okay. Ron, with John leaving.

Capital expenditure looking into the next several years, are you seeing any kind of moderation or trending down and could you give us a sense as to when that might happen or if it does?

Ron Duncan

Well, we always think, we would like to see the trending down and then there is always a new opportunity presents itself. I don't think we are ready to guide for next year CapEx yet beyond what we have given in terms of long-term trend guidance in the past.

Again, that would make more sense at the end of the year call. We are also evaluating right now whether or not it makes any sense to shift around the capital investment in the wireless between the periods, whether there's some opportunity in the new wireless space, but since we've only been driving that for us for 65 days.

We really haven't penned down what we would like to do with acceleration of that footprint, I guess I am stuck in standard for it referring is [more] asked me in March.

Liam Burke - Janney

Thank you, Ron.

Operator

Our next question will come from [Michael]. Your line is open.

Unidentified Analyst

Thank you. Just on the Denali.

One, a presentation and maybe you haven't made this decision yet either, but do you anticipate providing that as a separate segment breakout like you have with managed broadband, consumer, commercial, et cetera?

John Lowber

I guess, we really haven't thought one (Inaudible) through yet. [Linda], do you have any thoughts on that at this point?

Unidentified Company Representative

It'd be part of the Wireline.

John Lowber

Part of the Wireline segment, but I guess we will probably breakout enough info where the folks would be able to track what's happening with Denali Media, we think.

Unidentified Company Representative

(Inaudible).

Unidentified Analyst

Okay. Then I just wanted to better understand your comments on the commercial side as far as why the EBITDA came in lower.

I guess, the one comment you made which I didn't totally understand was the reallocation of certain SG&A in consumer and commercial. Then the second question is, you had mentioned that you are seeing a shift from the wireline lines and service to wireless like you are in the consumer, but I guess if I am looking at your subscriber numbers, it looks like your commercial wireless has grown, more than offsetting what you are losing on the local access lines, so can you just explain to me why that has had such an impact then on the underlying EBITDA number?

John Lowber

I guess, the first item is maybe a little better color on the reclassification. What we did is, we had been treating - and there was some discretion involved there.

We had been treating the revenues from a particular customer for a particular type of service as voice revenues and reported as in there as the voice category the first couple of quarters and then we decided with the third quarter that made more sense to reclassify that into the data category, which we did. Taking that out of the voice area makes the voice look a heck a lot worse in the financial numbers than it really was and it makes data look better, so that's really a comparability issue there.

I guess a comment on G&A, you have heard G&A allocations mentioned quite a few times in my comments. G&A is up fairly appreciably due to a lot of success based incentive accruals and so on with our success sharing program and things like that, so it has a little upward on it, but the upward pressure then gets disproportionately allocated to the Wireline side.

The Wireless side, with AWN has really got some contractual arrangements for services being provided by GCI basically and so there's a fixed amount of cost that get allocated into AWN, the rest is born by the wireline department and so the costs are disproportionately higher on the Wireline side. The one other thing I should mention on G&A is, that all-in in terms of percentage of revenues, actually G&A cost in spite of all that are down as a percentage of revenues.

It's just that it kind of affects the comparability there and makes the G&A look like it's taking a toll on some of the pieces of the Wireline segment.

Ron Duncan

If I understood the question correctly, I think there is one more piece as well, which is that when you have wireless substitution because of the way we are reporting now, 100% of the Wireline contribution would have been within the reporting business unit, so commercial would have been reporting 100% of the Wireline contribution, but when they sell a wireless service to that same customer, they are now reporting only the retail margin and the vast majority of the revenue and probably the entirety of the margin on that customer shifts over into the wireless segment, so there is a little bit of segment translation going on there as well, whereas the company as a whole is probably the same or better off than it was when that customer had been purely a wireline customer will get the distorted because will show up in the EBITDA that we reported for AWN, because the wholesale rate that consumer, the Commercial segment pays to AWN comprises the majority of the wireless EBITDA whereas 100% of the Wireline EBITDA for that customer has been resident than the commercial segment.

Unidentified Analyst

That's makes a lot of sense, so I guess just following up there moving forward should we expect just a lower baseline EBITDA margin then for the commercial services...

Ron Duncan

Wireline substitution, the effect of that would lower the overall margin although we would have to look at how that's offset by control in the data business and other services. Also, when you are looking at this quarter, remember that there is substantial variability in the revenue line for time and material services that we provide to support our commercial customers.

Those services are typically very low margin services, but we do them to maintain the customer relationship is also, because they are frequently based in the oil field, there is a very high variability to those services that makes it hard to track the commercial services margin or EBITDA percentage on a reliable quarter-to-quarter basis as well, so you would really need to factor out both that and the wireless substitution. Given that, I don't think we will see a material decrease in the underlying trend in commercial EBITDA percentage.

Unidentified Analyst

Understood. Then just one final question, and maybe part of the answer to this might have been your explanation prior with regard to G&A, but why was the COGS and SG&A so much higher this quarter for Managed Broadband?

Ron Duncan

I think that segment has helped costs that were fairly heavy burdens here so far this year.

John Lowber

They are higher than anticipated usage of outside contractors to get [projects].

Ron Duncan

…those three items.

Unidentified Analyst

Would you view then this as something of an anomaly then as far as the costs for that segment?

Ron Duncan

Yes. I would view it that way.

Yes. I every excited about both the…

Unidentified Analyst

Okay. Thank you.

Operator

We go to our next question. (Operator Instructions).

Our next question is from Anthony Klarman. Your line is open.

Anthony Klarman - Deutsche Bank

Thanks. A couple of questions.

First on the wireless side. Has there been any change in your view as to how the relationship with Verizon Wireless will work up there with respect to the roaming that you are currently carrying with them?

I know there was obviously some talk about how they would build out their network, and it seems to be that it's data-only at this point. Is that still the experience and have there been any changes with respect to your views on the roaming revenue that you have been capturing from them up there historically?

Ron Duncan

Well, there is no change in anything we know about where Verizon would be building a legacy network up here. They don't have the spectrum for it and we believe their plans encompass only LTE.

That create some serious technical issues where they too desire to launch a voice service independent of the voice service if they can provide through their own arrangement with AWN, they continue to state that they anticipate opening stores, but we don't have any open stores yet and I think you can see from the financial report that the roaming revenues continue to at a pretty good pace. I think, what you are seeing is the growth in the roaming revenues, growth in the traffic, is largely compensating to-date for what they have transitioned to their own network.

We don't have a lot of visibility yet as to what their next year plan is and how they continue trade-up between growth and traffic and deduction that come out of that traffic flowing through their own network will affect the long-term roaming revenue, but I think we would say that we are pleasantly surprised that the roaming traffic is holding up as well as it is in spite of the network construction and I don't think we are sitting in any dread fear of what will happen when Verizon opens their stores. I don't think that has a huge impact on us at this point, but the thing that that actually happens is probably uncertain as well given that it has sort of continuously been six months in the future.

Anthony Klarman - Deutsche Bank

Maybe as a follow-up to that. Well, it sounds like obviously their spectrum position is inferior to yours which is one of the big limiting factors, but there are some auctions that are upcoming less the H block auction which is really just a small piece of 10 megahertz of spectrum that seems like it will be battled for between Dish and Sprint, but there is AWS 3 that is upcoming at some point in probably about 12 months time certainly before the 2015 mandate of Congress.

If Verizon were to get its hands on more spectrum, how much does that change that and would that force you to think about also from an AWN perspective augmenting some of the spectrum portfolio to be able to answer that potential risk?

Ron Duncan

First, right now, I think AWN has ample spectrum to meet its requirements although we will look at ongoing spectrum auctions and participate opportunistically if appropriate. You can probably make this as estimate as well or better than I can, but I can't conceive that Verizon would go anywhere in the country and build a legacy network and I just don't believe the Verizon is going to drop down some place and say "Oops, now we need to build the 2G network to support the voice roaming."

Absent that and because of the technological configuration of the way the wireless system works, their LTE is always going to fall back to a CDMA 2G network and unless they extend an LTE network throughout the entirety of the state would be a very expensive undertaking because of the cost of backhaul in many of more rural areas. I think that we have a permanent roaming position, because when Verizon customers either retail customers that they might sell up here or roaming customers come into this market and drive outside the relatively narrow footprint of LTE, they are going to be roaming on the AWN network and I don't fully know how to put a number on this, but one of the effects that you need to consider is its in the sales in the marketplace.

If those retail sales impact AT&T even proportionately to AT&T share, there is reasonably good probability that that drives increased roaming revenue to AWN, because those customers, when they roam outside, when they travel outside the Verizon LTE footprint, their only option will be to do voice and data on the AWN legacy system, so when you are analyzing what are the potential effects of Verizon retail entry, there is a question that you have to answer what's the impact on roaming going to be. We have modeled that and we have toyed with it and we have thrown darts at the blackboard, but until it happens it's really hard to tell, but they [end up here] where they don't own the legacy network that they need to fall back to.

Even when they launch VoLTE, there are going to be some significant issues, because VoLTE won't hand off back to the legacy network. They are going to have dropped calls and they are going to be doing awful lot of voice and data outside the LTE footprint on the roaming partner, so those issues are hard to put cardinal numbers on, but definitely a key thing that isn't play and all of that gives us more comfort about the long-term roaming position that we have.

Anthony Klarman - Deutsche Bank

Great. That's helpful.

Then, John, just a follow up question. When you mentioned the leverage numbers I just wanted to check that the credit stats that you report to the banks under the covenant requirements of the credit facility and the way the covenants will work in the bonds is that AWN will be fully consolidated.

There will be no proportionate EBITDA concept for any of the covenants. Is that correct?

John Lowber

That's correct.

Anthony Klarman - Deutsche Bank

Great. Thank you.

John, good luck to you and enjoy retirement.

John Lowber

Yes. Thanks a lot, Anthony.

Appreciate it.

Operator

At this time, I am showing no further questions. I will turn it back over to John.

John Lowber

Okay. I guess, that's a wrap then if we have no further questions.

With our investors on the phone, I would like to thank you for your 28 years of service unless you know we will miss you, but I know you will be around. You won't find it possible to stay away how much fun we had here and we will talk to everybody in March with the new voice of the younger, more handsome, more energetic Peter Pounds.

Thank you all. Good day.