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Executives

Erica Bolton – Director, IR

Dan Schulman – CEO

John Feehan – CFO

Analysts

Richard Moe – Macquarie Research Equities

James Breen – Thomas Weisel Partners

Erik Mallers – Raymond James

Nick Waldorf – Barclays Capital

Walter Piecyk – Pali Capital

Virgin Mobile USA, Inc. (VM) Q4 2008 Earnings Call Transcript March 3, 2009 5:00 PM ET

Operator

Good afternoon. My name is Jason and I will be your conference operator today. At this time I would like to welcome everyone to the Virgin Mobile fourth quarter earnings conference call. (Operator Instructions) I would now turn the call over to Erica Bolton, Director of Investor Relations. Ms. Bolton, you may begin your conference.

Erica Bolton

Thanks Jason. Good afternoon everyone and welcome to Virgin Mobile USA's fourth quarter and full year 2008 results conference call. Presenting our fourth quarter 2008 results on the call today will be Dan Schulman, Chief Executive Officer; John Feehan, Chief Financial Officer; and we are also joined by Steve Koffel, Vice President and Treasurer. Our earnings release went out at 4:15 this afternoon and is available on our Investor Web site, investorrelations.virginmobileusa.com. Please note that this presentation of results will include forward-looking statements. These statements, which reflect our current views with respect to future events, are not guarantees of future performance and involve risks and uncertainties that are difficult to predict. Further, certain forward-looking statements are based upon assumptions about future events which may not prove to be accurate.

We provide a detailed discussion of various risk factors in our SEC filings and I strongly encourage you to thoroughly review these filings. We plan to file our 10-K for the full year 2008 at the end of the week and we encourage you to read this as well. We will refer to several non-GAAP metrics in our call. Reconciliations of our non-GAAP measures to the appropriate GAAP measures for the fourth quarter and full year 2008 can be found at the end of our earnings release and in our SEC filings. Also effective December 31, 2008 we elected to change the method of accounting for regulatory fees and tax surcharges, primarily Universal Service Fund contributions from a net basis to a gross basis in the Statements of Operations. The impact of this change was an increase in net revenue and cost of service for the years 2007 and 2008 as discussed in our earnings release. There is no change to previously reported operating income or loss or net income or loss.

Lastly, I would like to note that our results include the impact of Helio, which closed on August 22, 2008. We are reporting adjusted EBITDA excluding transition and restructuring costs and EPS excluding amortization of intangible assets, transition and restructuring costs. These exclusions relate to transition costs associated with the Helio transaction as well as restructuring costs associated with our outsourcing of our IT services to IBM and other headcount reductions announced in the fourth quarter of 2008. The transition and restructuring costs were approximately $14 million or $0.09 per share in 2008 and is estimated to be approximately $7 million in 2009. Amortization of intangibles was another $3 million non-cash charge and represents approximately $0.04 per share for the full year 2008.

Today Dan and John will review our fourth quarter and full year 2008 operating results as well as the outlook for 2009 and then they will take any questions you may have.

I'd now like to turn the call over to Dan Schulman.

Dan Schulman

Thanks everyone for joining us today. Our results for the fourth quarter and the full year 2008 met our expectations and were strong compared to 2007. In many ways 2008 was a transformational year for Virgin Mobile. We believe we entered 2009 in a substantially stronger position than we were at the start of 2008 due to the many strategic operational and financial improvements we implemented throughout the year.

As most of you know, we entered 2008 feeling the effects of the recession more rapidly than did our competitors as rising gas prices and tightening budgets cause our customers to cut back on their mobile usage. These changes in consumer behavior due to the looming recession cause us to reduce our guidance early on in our public history. However, since then, we have worked hard to meet and often exceed our guidance quarter after quarter in 2008. We executed numerous initiatives to improve our operating results and capital structure and we are committed to do the same thing in 2009.

Throughout the year we work to first stabilize and then to steadily improve our trends. All of our headline results have improved throughout the year and we are particularly pleased with our performance in the fourth quarter which produced a 10% growth in net service revenues and a 4% year-over-year growth in ARPU while producing 84% growth in adjusted EBITDA excluding transition and restructuring costs. These results contributed to a full-year adjusted EBITDA excluding transition and restructuring costs of $115.2 million or 16% year-over-year growth. Free cash flow defined as cash from operations which includes interest payments minus our capital expenditures was $25.7 million representing a 130% growth over 2007. With these strong results we entered 2009 positioned to produce growing profitability in what can only be characterized as very volatile market conditions. We are able to do this because of the highly proactively role we took in addressing the trends that began to emerge in our base at the very end of 2007 and the beginning of 2008.

We had three basic goals in 2008. First, improve our competitive position in the marketplace to enhance service plans, handsets and increase distribution; second, improve our cost structure; and third, improve our balance sheet and liquidity. We made strong progress against all of these goals and the fruits of these efforts began to show in our results in the third quarter and then continue to cross all of our key metrics in the fourth quarter. Net customer additions were approximately 216,000 in the fourth quarter bringing our total customer count at the end of 2008 to just under 5.4 million, a 6% growth over year-end 2007.

Our strong customer results in the fourth quarter were due to the growing attractiveness of our hybrid offers as well as an improving churn rate of 4.8%. This strong improvement in churn is largely due to the effectiveness of a number of lifecycle customer management initiatives we put into place throughout the year as well as the introduction of go [ph] forward minutes with some of our new monthly plans which encourage customers to replenish their accounts on a monthly basis. We expect these favorable churn trends to continue in the first quarter. The enhancements we made to our customer offer not only had a positive impact on our results but it helped to inform our strategy in 2009.

As we outlined when we pre-released our customer numbers at the beginning of January, the rollout of our new plans and the expanded handset lineup fostered a significant increase in both the adoption of our hybrid plans and in our data usage. Hybrid plan adoption jumped from 32% of gross adds in the first quarter to 48% in the fourth quarter of 2008. Importantly, this increase in the hybrid percentage of our gross adds led to the rapid growth of hybrid customers in our base. After remaining flat for several quarters at 22% hybrid plans grew from 23% of our base in May to 26% in September and up to approximately 30% at the end of 2008. We believe that our monthly plans are particularly attractive in the current economic environment and increasing the penetration of these high-quality customers who have approximately twice the average revenue per user and lifetime value of a traditional prepaid customer will be a key focus in 2009. I am also pleased to say that in 2009 hybrid as a percent of gross adds has continued to grow and was 54% of our gross adds in January.

Along with the launch of our new voice plans in the second quarter of 2008, we also rolled out new data and messaging service packs which have been very successful. These services combined with an improved handset lineup including sophisticated Qwerty keyboard phone and our first EV-DO phone help to stimulate our messaging usage to over 1.1 billion messages in December. This represents an amazing 175% growth over the previous year and nearly 30% sequential growth over September 2008 levels. All of these trends along with the impact of the Helio acquisition allowed us to continue the sequential growth in ARPU we reported in Q3 to now $21.14 from $20.41 in Q3 2008 and $20.36 in Q4 2007 reflecting a 4% year-over-year growth. This resulted in strong net service revenues of $326.7 million in the fourth quarter, a 10% growth rate over the fourth quarter of 2007. The attractiveness of our new service plans as well as the impact of the Helio acquisition helped us to steadily improve our service revenue trends from a 6% year-over-year decline in the first quarter of 2008 to the strong 10% year-over-year growth we produced in Q4 2008. We expect to continue to show year-over-year growth in both ARPU and net service revenue in the first quarter of 2009.

Throughout 2008 we took a razor sharp look at our cost structure to ensure we position ourselves to enter 2009 as lean as possible. Our goal is simply to be able to consistently produce growth in profitability despite an economy in turmoil. In the second half of 2008 we initiated the outsourcing of our IT infrastructure to IBM, reduce our headcount by 10% as we fully integrated Helio, and renegotiated our network contract to eliminate any minimum payments and improve our unit cost by 10% in 2009. In aggregate these initiatives are expected to produce about $50 million of savings in 2009 excluding some remaining transition and restructuring costs. This will enable us to opportunistically invest in areas of our business that support our strategy and produce growing profitability and free cash flow during these challenging times.

The advantage of our business model with its low fixed cost base is that we can make the right investment decisions even in lean times. Our ability to closely manage and continually improve the cost side of the business gives us confidence that we can grow adjusted EBITDA and free cash flow steadily not only in 2009 but as we look out to 2010 as well. All of these efforts began to bear fruit as we entered the second half of 2008 and are reflected in our strong adjusted EBITDA growth both for the quarter and for the year. Our adjusted EBITDA results also steadily improved throughout the year from a 31% decline year over year in the first quarter to 84% growth in the fourth quarter again excluding transition and restructuring costs associated with IBM, Helio, and our workforce reductions.

Our postpaid business continues to perform within our expectation with a greatly reduced cost structure. We are acquiring fewer but higher quality gross adds due to the dramatic reduction in unprofitable distribution. While we believe the near term consumer environment is most conducive to growth in our no-contract hybrid plans, the postpaid business continues to perform well and is an important retention tool for us. We will continue to assess opportunities where we can profitably expand postpaid distribution as they arise in 2009.

One of the most important benefits the Helio acquisition brought to us was a significant improvement in our overall capital structure both in the reduction of our senior debt and the increase of our revolving credit facility with our equity partners. This has provided us a great deal more flexibility as we assess our options going forward. As the credit markets tightened, we were fortunate to raise $50 million in August of 2008 at $8.50 per share which allowed us to significantly reduce our senior debt. The reductions throughout the year enabled us to end 2008 with $197 million of senior debt or 1.7 times the last 12 months adjusted EBITDA used for our covenant test and effectively removed any previous covenant concerns.

We have consistently said that free cash flow is the best metric to gauge the success of a mobile virtual network operator due to our extremely low CapEx needs. We believe that the low fixed cost base of our business model has never been more relevant than in the current challenging economic environment. We produced $25.7 million of free cash flow in 2008 which we believe reflects a very high yield on our current market value.

With CapEx expected to continue to be approximately 2% of our revenues in 2009 as compared to the 15% to 20% for the rest of the industry, we expect to rapidly grow our free cash flow in the years ahead even while continuing to enhance the value we bring to the consumer. It is important to note that the competitive environment around us remains quite challenging and as in years past we will and must continue to innovate. We believe that the value and flexibility of our plans, and particularly our hybrid offers can continue to grow in attractiveness as consumers we access their spending habits and their budgets.

We will introduce an exciting slate of initiatives for 2009 including a number of bold new enhancements as well as new products and services. We will continue to look at alternatives to improve our capital structure and we are focused on producing strong and growing adjusted EBITDA and free cash flow in 2009 and beyond even considering the headwinds of today’s economy. The strength of our lean MVNO cost model as well as our improving capital structure provide us with a great deal of maneuverability and while the retail environment is a challenge, this is a good time to be in the prepaid business. We believe we will continue to produce strong results and to meet the projections we provide to the market just as we accomplished in 2008.

With that I would like to turn it over to John to go through the financials in more detail. John?

John Feehan

Thanks Dan. As Dan has said we have been very proactive over the past several quarters and we are very pleased with the results we produced. We began this year with negative growth in our gross adds and revenues due to a deteriorating retail and economic environment. We brought gross adds from negative 10% year over year in Q1 of 2008 to flat in the fourth quarter. Our revenues have grown steadily throughout the year from negative 6% in the first quarter to positive 10% in the fourth quarter and our results for adjusted EBITDA are even better growing 84% year over year to $18 million excluding transition and restructuring costs. Our full year results reflect this progress which we achieved despite a steadily deteriorating retail environment and I am particularly proud of the operational discipline we have emphasized and deepened within the organization during the year.

We produced 3.3 million gross customer additions during the year with 1.3 billion in total operating revenues both flat year over year but reflecting the improving trend lines I just mentioned. While maintaining similar customer acquisitions to 2007 through operational improvements we were able to produce 16% growth in adjusted EBITDA excluding transition and restructuring costs to $115 million with adjusted EBITDA margin after transition and the restructuring costs growing to 9.3% in 2008 from 8% in 2007. This strong performance helped us to produce $25.7 million in free cash flow and $57.8 million in unlevered free cash flow for the full year of 2008 which excludes interest payment. This falls well within our previous guidance of $45 million to $65 million which we made on a stand-alone business at the beginning of the year. I am particularly pleased with this number as it includes all costs including Helio and incremental cost associated with IBM outsourcing and workforce reductions which were cash draws. As we have continually said cash flow is a key strength of our business model due to the extremely low capital requirements versus typical network carriers. We look to continue this strong performance and growth in 2009 and 2010.

It is important also to note that we use our free cash flow to pay down our debt each and every quarter. Our amortization payments are approximately $6.2 million a quarter which was enterprise value remaining constant equates to a transfer of about $25 million a year from debt to equity. Gross adds in the fourth quarter were 960,000 flat year over year with net adds coming in at 216,000 again reflecting continuing positive trends throughout the year. Including Helio, we ended 2008 with nearly 5.4 million customers up 6% from 2007. Churn came in at 5.2% for the year driven by good results in the fourth quarter. We have been very pleased with the success of several customer lifecycle management initiatives we implemented in the second half of 2008 which we believe contributed to our improving churn trend. While we remain cautious given the unpredictable retail environment, we are pleased by current trends and expect the beneficial churn trends we saw in the fourth quarter of 2008 to continue into the first quarter of 2009.

We generated well over $1.2 billion in net service revenues in 2008 and over $1.3 billion in total operating revenues. While these metrics were flat year over year as forecasted, net service revenues for both the third and fourth quarters increased due to the impact of the Helio acquisition and the strong adoption of our new service plans including increasing adoption of our totally unlimited for $79.99 plan. As Dan discussed our monthly hybrid plans are performing above our expectations with gross customer additions from hybrid plans now at 54% at the beginning of Q1 2009. This trend is obviously encouraging and has contributed to the sequential improvement in ARPU trends we have seen in the second half of the year. Total operating income for the fourth quarter of 2008 was $347 million, an increase of 5% year over year compared to the same period in 2007.

ARPU was a key highlight of the quarter at $21.14 showing 4% growth year over year. While ARPU for the year was down 4% at $20.30 our results in the second half of the year showed an inflection in previously declining ARPU trends and 9% improvement over ARPU of $19.49 in the second quarter of 2008. This improvement reflects both the impacts from Helio and the important impact of hybrid adoptions at the base. We have also seen strong demand of data services especially our newly launched data service packs. Data was 20% of service revenues in the fourth quarter of 2008 up from 16% in the fourth quarter of 2007 and we expect continued penetration of data services as we expand our product’s footprint in 2009. While the popularity of our data service pack is very beneficial to the business giving consumer trend, the shift from voice to messaging could have some dampening effect on ARPU going forward.

As discussed we have continued to drive cost efficiency throughout the business with both our fourth quarter and full year results reflecting this discipline. Cost of service and CCPU did see a spike in the fourth quarter due in large part to the impact of our first full quarter of Helio integrated into our results. CCPU for the fourth quarter was $13.99 compared to $11.77 in Q4 of 2007 with just under $1 of this increase attributable to higher usage due to Helio. Another approximately $0.35 in the increase in CCPU in Q4 was associated with the IBM transition. CCPU in the fourth quarter of 2007 also benefited from a $5 million FET refund for which there was no comparable benefit in Q4 2008. In spite of these one-time unusual items in Q4, CCPU for the year declined by 2% to $12.74 and I want to focus on this for a minute because we are quite pleased with these results. Despite the integration of Helio’s cost structure and higher usage of the Helio and our hybrid customers we were able to reduce CCPU due to the aggressive approach we have taken to our cost structure throughout the year. At the beginning of the year, we said we would focus on reducing our operating cost by $15 million to $20 million on an absolute dollar basis versus 2007 and we have done better than that. In fact on a stand-alone basis, our full year CCPU would have been about $1 less or 7% improvement on 2007 and which reflects about $22 million that we stripped out of G&A alone. We realize this year-over-year decline in spite of the continued growth of our higher usage hybrid base as well as higher upgrade cost associated with the continued success of our higher end handsets.

I am also pleased with our ability to drive reductions in our CPGA. CPGA for the fourth quarter of 2008 was approximately $102 bringing CPGA for the full year 2008 to approximately $109 which includes the impact from postpaid. This compares to CPGA of $121 in the fourth quarter of 2007 and $112 for the full year. The very strong year-over-year improvements to CPGA during the fourth quarter were in large part the result of improving handset cost from our handset partners even as we have shifted to higher end phones. Our CPGA is consistently one of the lowest in the industry and in 2009 we expect to be able to maintain our CPGA at current levels. This is due to the continued excellent handset pricing we are able to negotiate with our handset partners and we expect to get additional cost benefits from this line item in the second half of the year. Our strong relationships with our handset partners as well as some advanced contract negotiations also give us confidence in our ability to reap additional cost savings as we enter 2010 which should help in continuing to improve adjusted EBITDA as we look even further ahead.

SG&A for the fourth quarter was $109 million compared to $112 million in the fourth quarter of 2007, a particularly strong result given the fact that we had a full quarter’s cost impact of Helio as well as $2 million in transition costs. Excluding these incremental costs, operating expenses in the fourth quarter would have declined significantly year over year. This decline reflects both the cost discipline we instilled in the core businesses throughout 2008 as well as our rapid ability to cut costs at Helio. SG&A for the full year 2008 was $433 million compared to $427 million in 2007. This full year number includes approximately $5.5 million in transition cost as well as a quarter and a half of incremental Helio costs.

Excluding these costs, SG&A for the full year would have declined by 9%. We are very pleased with this excellent result which clearly shows the cost discipline that has been instilled at every level of the company. We will continue to see the benefits of our efforts throughout 2009 in particular the headcount reductions we did in the fourth quarter of 2008 which because of severance costs have not benefited our 2008 results. We fully expect that the strong cost discipline we have instilled in our culture will help to continue to grow adjusted EBITDA and free cash flow in 2010. The benefits of these initiatives with reduction in headcount, IT, handset and network costs will continue into 2010. Our ability to manage the cost side of the business gives us strong confidence to continue to grow adjusted EBITDA and free cash flow consistently in the long term.

With improving revenue performance and increasing improvements on the cost side, we produced very strong adjusted EBITDA in the fourth quarter even as we produced flat gross adds in a challenging retail environment. Adjusted EBITDA was $12.6 million for the fourth quarter and $18 million after transition and restructuring costs, an 84% improvement compared to $9.8 million in the fourth quarter of 2007. With net service revenue growth of 10% in the fourth quarter, adjusted EBITDA margin after transition and restructuring cost grew to 5.5% in the fourth quarter from 3.3% in the fourth quarter of 2007.

Net loss for the fourth quarter was $4.4 million a substantial improvement compared to a net loss of $14.7 million in the fourth quarter of 2007. Excluding amortization of intangibles related to the Helio acquisition and transition and restructuring costs, our loss per share for the fourth quarter was $0.05 compared to a pro forma diluted loss per share of $0.28 in the fourth quarter of 2007. Net income for the full year 2008 was $7.9 million compared to $4.2 million for the full year 2007. Adjusted EPS excluding the amortization of intangibles as well as transition and restructuring costs was $0.26 per share compared to pro forma earnings per share of $0.06 in the full year 2007. While these full year numbers represent very strong growth, net income and EPS for the full year 2008 was also impacted by $2.4 million in minority interest expense and $5.6 million in expense related to our tax receivable agreements neither of which existed in the year-ago period. Excluding these expenses, growth in both net income and earnings per share would have been substantially higher.

Capital expenditures for the full year 2008 were $18.8 million or just 1.5% of our net service revenues. Our consistently low levels of CapEx are expected to continue into 2009 and its ongoing stable cost efficiency of the business gives us confidence in our ability to continue to produce strong free cash flow. Our EBITDA to free cash flow conversion is far and away the best in the industry. Net interest expense was $6.5 million in Q4 2008 compared to $11.6 million in the fourth quarter 2007. The decrease in interest expense for the most part reflects our improved capital structure following the close of the Helio transaction.

I would like to reemphasize the strong benefits we have seen to our capital structure from the acquisition and its related transactions. With the benefits of the Helio deal including a reduction in our Term B loan of $50 million, we have been able to decrease our quarterly interest and amortization payments on our senior debt by 19% materially improving our cash flow. The $50 million investment was made in the form of preferred shares convertible at $8.50 per share and it is important to note that with the results of our special shareholders meeting on February 23, 2009, the preferred stock is now fully convertible at $8.50 per share and should be accounted for as equity. As of December 31, the preferred sat on our balance sheet as mezzanine equity but following the February 23 vote this will not be transferred to permanent equity which mandatorily converts when the stock reaches $8.50 or after four years from the date of the close whichever is sooner. As part of the Helio transaction our equity partners Virgin Group and SK Telecom also increased our revolver from $75 million to $135 million. With the additional increase to the revolver at the end of the fourth quarter we had $65 million of the available liquidity to invest in the growth of our business and both our Term B and revolving debt facilities are at very attractive rates. While our revolver balance fluctuates throughout the year as we use it for working capital needs, we fully expect our revolver balance at the end of 2009 to be substantially lower than the year end 2008.

While the current market volatility and equity valuations are frustrating they do not impact our ability to operate our business. While no one predicted the extremity of the market downturn in the past few quarters, the Helio transaction was very well timed and we have ample liquidity through our revolving credit facility to provide us with flexibility as we look at options to invest in our business. During the full year 2008, we generated unlevered free cash flow of $57.8 million which is a very strong result compared to our guidance at the beginning of the year of $45 million to $65 million. Free cash flow for the year was $25.7 million, up 130% year over year and which we believe reflects very attractive yields compared to our current market value. With the low fixed cost space, continued low CapEx needs and declining interest expense, we expect to continue to produce consistent growth in this metric in 2009 and 2010.

Now I will turn it back over to Dan to go through our expectations for 2009 and detail before we take your questions.

Dan Schulman

Thanks John. As I said up front we are pleased with the progress we have made across the business. We believe we enter 2009 substantially stronger than a year ago. That said 2009 presents numerous challenges. With what seems to be an ever worsening recessional environment combined with fierce competition it should come as no surprise that forecasting is more difficult than ever. That said our clear focus for 2009 will be on continued growth and adjusted EBITDA and free cash flow and positioning the business to continue this growth in 2010. Because of the strong handle we have on our cost and the low ongoing capital needs of the business, we believe we can grow these metrics even in this economic environment. While we are cautious about the future, we are pleased to be amongst the market leaders in the prepaid business.

We believe the current market conditions are conducive to our consumer focus on value and flexibility which is what we are all about. We will continue to focus our efforts on building the quality of our customer base through our focus on attracting high lifetime value hybrid customers the subscribers have proven to be more profitable and provide a faster breakeven than traditional prepaid customers. We will not try to acquire marginal or negative LTV subscribers even at the expense of quantity. Pay-by-the-minute customers with an ongoing shift from voice to messaging are increasingly LTV marginal and consequently our efforts will increasingly focus on the hybrid market and on building a high quality base. We strongly believe that this is the best long-term strategy to drive our financial results and shareholder value. We are quite willing to sacrifice quantity and trade that for quality. Fortunately we do have the flexibility as opportunities do arise we continue to build and expand our base of profitable customers.

In today’s unsettled environment, we believe it is prudent to be conservative with our forward-looking statements, thus we will only be providing estimates for adjusted EBITDA and free cash flow for 2009 as these are the central metrics that we will be focusing on for the next several years. The external marketplace is constantly shifting and we need to maintain the flexibility to make real time decisions that we think are right for the business. We will focus throughout the year on continuing to build on what is already a profitable enterprise. For the full year 2009, adjusted EBITDA is expected to be in the range of $110 million to $125 million and this includes approximately $7 million of transition and restructuring costs in the first half of the year. Excluding these one-time costs, adjusted EBITDA is expected to be $117 million to $132 million. Free cash flow defined as cash from operations which again includes interest payments minus our CapEx for 2009 is expected to grow between 35% and 75% year over year and be in the range of $35 million to $45 million.

For the first quarter of 2009, adjusted EBITDA is expected to continue to reflect the benefits of our operational discipline and is expected to show year-over-year growth for up to 25% and be in the range of $30 million to $35 million. If we exclude the approximately $4 million of transition and restructuring costs in the first quarter, adjusted EBITDA will be $34 million to $39 million or growth of up to 40% year over year. Free cash flow level is expected to be slightly negative in the first quarter due to handset payments from the holiday season in the negative $10 million to flat range but as we said it is expected to show strong growth for the full year.

I will conclude my remarks by observing that while companies across a wide spectrum of the US economy are pointing to lower results we are confident of the initiatives we have put into place and the opportunities that lie ahead for our business. The most recent quarter’s results show a continued positive momentum and I can assure you that we don’t intend to rest on these results. We trust and hope that continued, steady, year-over-year improvement in both adjusted EBITDA and free cash flow will be reflected in our shareholder value.

Thanks for your time and for your attention and Jason I will turn the call over to you now so that we can answer folks’ questions.

Question-and-Answer Session

Operator

Thank you. (Operator instructions) Your first question comes from Phillip Cusick from Macquarie.

Richard Moe – Macquarie Research Equities

Hi this is actually Richard Moe for Phil, just a quick housekeeping question, the USF affirm new change, seems like it is about $3.2 million in the fourth quarter last year, how much was it this year and then if you could talk a little bit about the kind of percentage that you are seeing with ARPU both in terms of the prepaid section and the hybrid section and then how the net effect will kind of come out going throughout the year that will be great.

Dan Schulman

I will answer the second part and then John can answer the first part of the question on USF. So in terms of ARPU there are obviously a couple of things that are benefiting ARPU as we move into the year. First of all, more and more of a percent of our gross adds come in our hybrid customers which have almost two times the ARPU of our traditional prepaid customer and as our base reflects that hybrid increase percentage in hybrids, you are going to naturally see ARPU tend to drift upwards and that is really our strategy in 2009 we believe that the hybrid or monthly market is still growing at double-digit growth rates as we come into 2009 and we intend to focus and compete quite fiercely in that marketplace.

On the flip side, on the prepaid side, we are beginning to see a transition of substitution from voice to text messaging, that obviously can have a dampening effect on overall ARPUs on the prepaid side as people tend to substitute a couple of minute call for a text message call, we are absolutely fine with that kind of thing, we are absolutely fine with people tending to optimize which we are seeing more on the prepaid side as well although it may have an impact in year what we are seeing is more engagement and people who are customers who are more satisfied with the service value, the flexibility inherent in our service and as a result we are beginning to see churn rates stabilize and actually come down and over the long run although you may see a dampening effect on ARPU on the prepaid side, if they stay with us for one, two, three months longer that is obviously quite a bit of a positive because we are not just interested in what happens in 2009. What we are really interested in is what kind of EBITDA and free cash flow growth can we drive over the next couple of years as we look forward. So there is going to be some picks and takes on ARPU as we go through the year and obviously as we see those develop more clearly we will give you more insight in future calls. Let me turn it over to John to talk about the USF adjustments.

John Feehan

Hi Richard. The change in USF for all of 2008 was roughly $13.3 million compared to 2007 which was roughly $12.5 million and quarter-over-quarter basis it was not a large swing, we will get you the exact number but it was roughly – it was just slightly higher than the fourth quarter of 2007 but we will get you the exact number but they are relatively equivalent year over year.

Richard Moe – Macquarie Research Equities

Great thanks.

Operator

Your next question comes from James Breen of Thomas Weisel Partners.

Dan Schulman

Hello Jim.

James Breen – Thomas Weisel Partners

Hi, how are you?

Dan Schulman

Good, thank you.

James Breen – Thomas Weisel Partners

Good. I was just wondering if you could just talk about the competitive environment although we have obviously seen a quick launch with the goose product as well some new opportunities on the market, people will get to start some color on what you have been seeing in terms of your traffic, thanks.

Dan Schulman

Sure. First let me kind of back up a little bit and talk a bit about kind of segments of the market that each of us target. As we have said in previous calls, the segment of the market that we target is we think that is the sweet spot of the market which is somewhere people using between 1000, 1200 units a month or so, 80% of US consumers consume 1200 minutes or less and if you look at our products and services, the range of our monthly plans that we have in place and you are a customer that uses approximately 1000 minutes or so, we still have what we believe is the most competitive offer in the market for those customers. As you get above 2000, 2500 minutes per month, people doing a lot of landline replacement then there are better offers in the market than what we have available.

That is not to say that just because we each target different segments of the market that there is overlap and as we kind of consistently said when Leap and Metro come into the market we see an impact on our gross adds in the first 30 to 90 days and then over the next six months we normalize back to our traditional gross add trends. So we have seen obviously Leap and Metro come into four of the top ten markets that obviously has an impact early on, on gross adds as expected on that but again we typically see that trend back to normalized views over a three to six-month period after they enter the market. In terms of Boost coming out there, still a bit early for us to get a full view on the potential impact to that, it really just started to advertize.

Boost obviously was in the market with unlimited play last year really focused primarily on competing against Leap and Metro and we really did not see much of an impact when that happened but I will tell you that we have got extensive market research out in the field talking to current customers, prospect customers, competitive customers to understand exactly what those consumer needs may be and whether or not some of these competitive moves are having an impact on us or may potentially have an impact on us going forward. I will say as I mentioned in my remarks that we have consistently year after year responded to competitive moves out there, this is really frankly nothing new under the sun for us, you always tend to see – it is an extremely competitive market in general and we always tend to see people who have had difficult maybe fourth quarters tend to be quite aggressive coming out of that.

Last year we saw some of the strengths in our base, we revised our plans and saw tremendous response and pick up as we enhanced and innovated across our service plans. The good use is that we have the room in our plan and anticipate coming out with innovations and a reemphasized focus around our hybrid and monthly plans. So no announcements on that now we are still on the middle of seeing just what the impact of that is and what customers are going to say to us but if and when we need to respond to that we will aggressively.

Operator

Your next question comes from Erik Mallers [ph] of Raymond James.

Erik Mallers – Raymond James

I know you guys are not putting out ’09 guidance for net adds yet, just kind of wondering what your EBITDA guidance is to me in terms of the economy whether you are thinking it is going to get much worse to stabilize by the end of the year and also what you are seeing so far in the first couple of months of the quarter in terms of the uses of the prepaid side.

Dan Schulman

Yes, well I think if I had the answer to exactly how the economy was going to do I would be recruiting for quite a number of positions out there right now. However in our plan we do not expect any improvement in the economy for the remainder of this year and in fact I am not really banking on that as we go into 2010 as well. We do really believe that the basic tenets what consumer thought about in terms of their security and their retirement have really been dashed and maybe from a consumer mindset perspective there could be just a paradigm shift in how people think about their spending and their buying pattern now that retirement savings have been reasonably (inaudible) by the decline in the stock market value in people’s houses and equity in the houses has been severely compromised as well.

My tendency is to think that consumers are going to be in a different type of purchasing mindset for quite some time to come even if we begin to see the economy start to turn around and that is our assumption. That being said I will say that I do think that the value and flexibility is probably more important than ever before in a consumer’s consideration purchases that they make. You are seeing consumers not want to be locked into set budgets, there are some months where they may need to spend more for instance if they are in the middle of a job search and need to receive calls or make a lot of calls, there are other months when they may need to cut back on their budget and the flexibility prepaid services and now with hybrid the real value that you can get which is quite competitive against postpaid we think puts prepaid in the spot of being one of the few segments in the wireless industry to have the potential to grow going forward especially we think in the hybrid piece of the market which we think can grow at double digits.

The one caution I would put on it is that we live in an unsettled world right now, you could have shocks to the system that could impact retail traffic. You could have a retailer putting us out of businesses there are a number of things that can happen that none of us know about as we sit here right now but our anticipation is prepaid is a great place to be in the wireless industry, value and flexibility are important but the consumer mindset in spending we may see a paradigm shift.

Erik Mallers – Raymond James

The second question on hybrids if I could, are you saying you are at like 30% basically at the end of ’08, you guys are going to be focusing more on the hybrid section of the market instead of the prepaid I was wondering if you guys had a thought of where you might see the total base for hybrids be at year end, at the end of ’09?

Dan Schulman

I think probably the best way of thinking about that as we previously said 54% of our gross adds that was we saw in January I am not saying that that continues forward but that is what we saw in January came on our hybrid or monthly plans, that is up from an average of 48% in the fourth quarter. So we are beginning to see not beginning to see but we are seeing a continuation of demand for these hybrid customers. As that percentage stays higher and higher than the percent of hybrids on our base, we are going to naturally see the percentage of customers on our base continue to grow and I think that we pointed out that we were about 23% of the base in May and about 30% of the base in December. So you can probably do some math that if things continue the way that they have continued of course there is migration that comes in and out of it but it gives you probably a good framework to think about your modeling.

Erik Mallers – Raymond James

Great, thanks guys. Good luck.

Dan Schulman

Thank you very much.

Operator

Your next question comes from Nick Waldorf [ph] of Barclays Capital.

Nick Waldorf – Barclays Capital

Hi, thanks for taking the call. I was wondering if you could update us briefly on your relationship and the success of the Wal-Mart distribution channel.

Dan Schulman

Yes sure. Nick, as you probably remember, in the middle of last year we rolled out in the third quarter of last year we substantially increased our presence at Wal-Mart, we increased our presence by about 20% more stores or so and we increased our shelf space and we also increased the number of skews that we sold at Wal-Mart our relationship till date has been extremely good with Wal-Mart. We work very closely with them and have for quite some time. So I would say as with most of our retailers and maybe even particularly Wal-Mart we have a very close relationship with them and I think they appreciate our flexibility and we do a lot of special type of things with them whether they be color variants or different types of promotions, we try and provide some differentiation there.

Nick Waldorf – Barclays Capital

Okay great, thanks.

Dan Schulman

You are welcome, pleasure.

Operator

We only have time for one more question. Your final question comes from Walter Piecyk of Pali Capital.

Dan Schulman

Hi Walter, how are you?

Walter Piecyk – Pali Capital

Good, what is going on there?

Dan Schulman

A little of this and that.

Walter Piecyk – Pali Capital

Your customer acquisition cost in Q3 and Q4 are down pretty substantially from the second half of last year, I am sorry, I guess you call it sales and marketing which is like, I think it was less than $20 million, what was the biggest delta year over year, is that less advertising?

Dan Schulman

Yes, two things really in our cost for gross add that have help drive that number to under $110 for the full year and about $102 for the fourth quarter, one is we drive a substantial amount of scale in the market right now with the number of gross adds we have and upgrades and that kind of thing and as a result we tend to get very aggressive pricing from handset manufacturers and we have seen those cost of handsets continue to come down and we have come down quite aggressively in the retail price and that really does not have much more to fall if any frankly but at the same time your cost per unit of handset is continuing to fall and so the subsidy piece associated with that handset is shrinking and as John mentioned in his remarks we have inside negotiated deals with handset manufacturers that we are going to see cost start to come down even towards the back half of this year and into 2010 as well so we have even some visibility on cost declines over and above where we are right now as we move into 2010. The other thing obviously is we are more and more effective and efficient on our marketing. We are doing a lot more on the online space as opposed to the media, TV which is much more expensive and frankly not as efficient as we are finding the online space. So that combination of those two things Walter is what is really driving the improvement in our cost for gross adds.

Walter Piecyk – Pali Capital

Right, I see what is going on in the subsidy but actually unlike a lot of other companies actually break out sales and marketing and that expense which is obviously exclusive to subsidy aspect of it was down was it 38% year on year and you had your gross adds were similar level to last year, so is that primarily saving from just moving some of the advertising online?

Dan Schulman

That is exactly right for the most part.

John Feehan

Yes and the other thing I would say Walter, if you remember, we talked early on about when we launched our new offers in the second quarter we moved to advertising into the second quarter of the year versus the third quarter which in 2007 we spent a lot of money in the third quarter of 2007. So some of it is timing but the majority of it is a reduced level of spend because we are more efficient on how we spend it.

Walter Piecyk – Pali Capital

Okay and then the only other question is on I know you are not giving the gross add guidance I guess Q1 or Q2 but it seems like there is obviously a movement given the economy to these types of plans, you had some sequential increase although if you look at the sequential increase in Q4 this year versus prior years it is a little less also I think if you compare it up to against TrackPhone, we typically done like a 40% sequential increase, it might be obviously a different model because they don’t have as many of those hybrid customers but should not we expect some more and maybe even more dramatic sequential improvement in gross adds going forward again just given how your rate plans fit in with what is going on with the overall economy?

Dan Schulman

First of all as best we can tell and just thought I will get to your other question in the fourth quarter as best we can tell in the fourth quarter looking at everybody’s gross add performance and looking at ours is that we think we roughly held share in the fourth quarter after gaining slightly in the third quarter just in terms of gross adds performance. We are not, you are right, we are not giving guidance on the gross adds side although I will say a couple of things around that. First of all, obviously, we are not going to sacrifice our base in order to grow our EBITDA and free cash flow in 2009. As I mentioned either in my remarks or in another question what this seem really all about is how do we consistently grow our EBITDA and free cash flow year over year over year. So obviously you can do anything within a year the real question is how do you make sure that you do that year over year over year and that is what we are focused on doing. The other thing that I would say is we want to make sure we focus on the right type of customers, as the hybrid customers are profitable customers for us. We don’t want to – if somebody lowers handset pricing like we saw in December 2007, we are pricing it $4.99 for a handset and we opted not to go after that price point.

We knew we were going to sacrifice quantity but we knew that those are going to be LTV negative customers that we went after and so we said no we are not going to go do that, we know we are going to get hit on quantity but it is the wrong thing to do for the business. We got a little bit of people questioning that but as the year went on people came around and said, you know what, it looks like that was the right thing for me to go do. So basically what we are trying to do Walter right now is provide as much flexibility for ourselves in going after opportunities in the market that are LTV positive and assuring that we don’t go after other opportunities just because of quantity targets that are out there. So we have got a number of different things, we have got more distribution we can go into, there are a number of different things that we can go do but our strategy is focused on high quality customers and in general we do think being in the prepaid business right now is a good part of the market to be in.

Walter Piecyk – Pali Capital

Good, thank you very much.

Dan Schulman

Thank you Walter and thanks everybody for joining us this evening. We appreciate your questions and your time. Thanks Jason.

Operator

Thank you and that concludes this afternoon’s teleconference. You may now disconnect.

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