Array Digital Infrastructure, Inc. (AD) Earnings Call Transcript & Summary

May 16, 2023

New York Stock Exchange US Communication Services Wireless Telecommunication Services shareholder_meeting 26 min

Earnings Call Speaker Segments

LeRoy Carlson

executive
#1

Good morning, ladies and gentlemen. Welcome to the 2023 Annual Meeting of Shareholders of United States Cellular Corporation. I am LeRoy T. Carlson, Jr., the Director and Chair of the company. I will be chairing this meeting. At this time, I call the meeting to order. I'd like thank everyone present and on the webcast for participating in this meeting. It is now 8:30 a.m. on May 16, 2023, and the polls are open for voting on the matters before this annual meeting, as set forth in the notice of annual meeting and proxy statement and on the agenda for this meeting. The rules of conduct that we will follow for this meeting are set forth on the reverse side of the agenda. If you do not have a copy of the agenda and rules of conduct and would like a copy, please raise your hand and one will be brought to you. I'd like to take this opportunity to introduce the other directors of the company who are present. When I call your name, please rise. Laurent C. Therivel, Director and President and Chief Executive Officer of the company; James W. Butman, Director and President and Chief Executive Officer of TDS Telecom; Walter C.D. Carlson, Director of the company and Senior Counsel at Sidley Austin LLP; Douglas W. Chambers, Director and Executive Vice President, Chief Financial Officer and Treasurer of the company; Deirdre C. Drake, Director of the company and former Executive Vice President, Chief People Officer and Head of Communications of the company; Harry J. Harczak Jr., Director of the company and Managing Director of Sawdust Capital and Former Executive Vice President of CDW Corporation; Michael C. Irizarry (sic) [ Michael S. Irizarry ], Director of the company and Executive Vice President, Chief Technology Officer and Head of Engineering and Information Technology of the company; Esteban C. Iriarte, Director of the company and Executive Vice President and Chief Operating Officer of Millicom International S.A. (sic) [ Millicom International Cellular S.A. ]; Gregory P. Josefowicz, Director of the company and Former Chairman, Chief Executive Officer and President of Borders Group Inc; Cecelia D. Stewart, Director of the company and former President of U.S. Consumer and Commercial Banking of Citigroup Inc; Vicki L. Villacrez, Director of the company and Executive Vice President and Chief Financial Officer of TDS; Xavier D. Williams, Director of the Company and CEO of Network Wireless Solutions. I would like to welcome Xavier Williams, Doug Chambers and Jim Butman, joining the Board at the beginning of the year. I would also like to introduce the other officers of the company who are present today: Mike Dienhart, Vice President, Engineering and Operations; Nancy Fratzke, Vice President, Customer Support; Renae Grob, Vice President Supply Chain; Eric Jagher, Senior Vice President and Chief Marketing Officer; Kevin Lowell, Executive Vice President Chief People Officer and Head of Communications; and we've got one out of order, Sheila Crisostomo, Vice President, Retail Sales and Operations. Did I do okay, Kevin Lowell?

Kevin Lowell

executive
#2

You did.

LeRoy Carlson

executive
#3

I did? Okay. Very good, Kevin. All right. Fred Lubeley, Vice President, Strategy and Planning; Rachel Roberts, Vice President, Brand Management; Narothum Saxena, Vice President Technology, Strategy and Architecture; Jane McCahon, Vice President, Corporate Secretary of the company; John Kelsh, General Counsel and Partner of Sidley Austin LLP. I would also like to take this opportunity to thank J. Samuel Crowley, who served with distinction for 22 years. We thank him for his exemplary service on the Board. Now I'd also like to take this opportunity to introduce Shaun Goldfarb of PricewaterhouseCoopers LLP, the company's independent registered public accountants. Mr. Goldfarb, do you wish to make a statement at this time?

Shaun Goldfarb

attendee
#4

Thank you. I do not have a statement to make. However, I'm more than happy to answer any appropriate questions from the shareholders.

LeRoy Carlson

executive
#5

Thank you. Are there any questions for the representative of PricewaterhouseCoopers? If there are no questions for the representative of PricewaterhouseCoopers, we will proceed with the matters on the agenda. To act as inspectors of election, I have appointed Julie Mathews of Telephone and Data Systems, Inc. and Jeff Seiders of Computershare Trust Company, our independent transfer agent and registrar. For the holders of any undelivered proxies, please hold them up so that they may be picked up by the inspectors of election at this time. If you are voting by ballot, please raise your hand so that our inspectors of election can see you. All matters scheduled for business at this meeting will be introduced from the chair. If any shareholder with a proper purpose would like to address the business at hand, I would ask you to raise your hand and address the chair, identifying yourself and disclosing the nature of your business. Shareholders will also have an opportunity following the formal part of the meeting and management presentation to ask any questions they may have. In the interest of time, we will dispense with the reading of the notice of the meeting and the affidavit of mailing of the notice. We will also dispense with the reading of the minutes of the Annual Meeting of Shareholders held on May 17, 2022. Secretary has copies of these documents if any shareholder would like to examine them after the meeting. The Board of Directors has set March 21, 2023, as the record date for this shareholders' meeting. Secretary also has a record of shareholders as of that date. By order of the Board of Directors of the company, management of the company distributed a Notice of Annual Meeting and proxy statement to shareholders of the company on April 4, 2023. Company solicited proxies from the shareholders. The inspectors tabulated the proxies received before this meeting and advised me of the voting results immediately prior to the commencement of this meeting. Virtually all votes are received through proxies. The voting results with respect to all matters are generally known before the meeting starts. Accordingly, the inspectors of election have been instructed to advise, me prior to the announcement of such results, only in the event that there are any changes in outcome considering any votes delivered, changed or revoked after the commencement of this meeting and prior to the closing of the polls for voting. I've been advised that the inspectors of election have confirmed that a majority of the voting power of the company's issued and outstanding shares and of each class is represented at today's meeting, that a quorum is present and the formal business of the meeting may proceed. Since the company was not notified in advance of the intention of any shareholder to nominate a director or to present a motion at this annual meeting, in accordance with the bylaws, the only matters which may properly come before the meeting involving a vote of shareholders are those which were set forth in the notice of annual meeting and proxy statement. Five proposals in the notice of annual meeting and proxy statement are: first, election of directors; second, ratification of auditors; third, approval of the compensation plan for nonemployee directors; fourth, an advisory vote on executive compensation; and fifth, advisory vote on the frequency of holding the advisory on executive compensation. First item of business is the election of directors nominated by the Board of Directors. As indicated in the notice of annual meeting and proxy statement dated April 4, 2023, 4 directors will be elected by the holders of common shares and 9 directors will be elected by Telephone and Data Systems, Inc. as the sole holder of Series A common shares. Board of Directors has nominated Harry J. Harczak Jr. Gregory P. Josefowicz, Cecelia D. Stewart and Xavier D. Williams for the election as directors by the holders of common shares. The election of the directors by the holders of common shares requires the affirmative vote of at least a plurality of the votes cast by the holders of common shares present in person or represented by proxy and entitled to vote with respect to such directors. The Board of Directors has nominated James W. Butman, LeRoy T. Carlson, Jr., Walter C.D. Carlson, Douglas W. Chambers, Deirdre C. Drake, Esteban C. Iriarte, Michael S. Irizarry, Laurent C. Therivel and Vicki L. Villacrez for election as directors by the holder of Series A common shares. The election of the directors by the holder of Series A common shares requires the affirmative vote of at least a plurality of the votes cast by the Series A common shares, present in person or represented by proxy entitled to vote with respect to such directors. Board of Directors unanimously recommends a vote for each of the nominees for election as directors. [Voting]

LeRoy Carlson

executive
#6

Second item of business is the proposal to ratify the selection of PricewaterhouseCoopers LLP as the company's independent registered public accountants for 2023. This proposal will be voted on by the Series A common shares and common shares voting as a group, present in person or represented by proxy at this meeting. This proposal will be approved if it receives the affirmative vote of a majority of the votes cast by such persons. Board of Directors unanimously recommends a vote for this proposal. [Voting]

LeRoy Carlson

executive
#7

Third item of business is the proposal to approve the compensation plan for 9 employee directors. This proposal will be voted on by the holders of Series A common shares and common shares voting as one group present in person or represented by proxy at this meeting. The proposal will be approved if it receives the affirmative vote of a majority of the votes cast by such persons. Board of Directors unanimously recommends a vote for this proposal. [Voting]

LeRoy Carlson

executive
#8

The fourth item of business is the proposal to approve, on an advisory basis, compensation of our named executive officers. This item of business was proposed by the Board of Directors pursuant to the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. This proposal will be voted on by the holders of Series A common shares and common shares voting as one group, present in person or represented by proxy at this meeting. This proposal will be approved if it receives the affirmative vote of a majority of the votes cast by such persons. The Board of Directors unanimously recommends a vote for this proposal. [Voting]

LeRoy Carlson

executive
#9

The fifth item of business is the proposal to approve on an advisory basis whether to hold future advisory votes on executive compensation according to one of the following frequencies: every year, every 2 years or every 3 years. This item of business was proposed by the Board of Directors pursuant to the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. This proposal will be voted on by the holders of Series A common shares and common shares voting as one group present in person or represented by proxy at the meeting. The frequency receiving the affirmative vote of a plurality of the votes cast by such persons shall be considered to be the shareholders' recommendation as to the frequency of future Say-on-Pay votes. Board of Directors unanimously recommends a vote for every year on this proposal. Those who have not yet completed delivery of your proxies or ballots, please do so now since we will be closing the polls for voting at this time. [Voting]

LeRoy Carlson

executive
#10

It is now 8:45 a.m. on May 16, 2023, and the polls are closed for voting. Since the inspectors have not informed me of any changes in outcome on any of the proposals, we will proceed with the announcement of the voting results at this time. With respect to the election of the directors, each of them received a substantial majority of the votes of the class of stock voting for such director. Accordingly, each of such persons has been elected as a Director of United States Cellular Corporation for a term expiring at the 2024 Annual Meeting of Shareholders or until his or her successor shall have been elected and qualified. Proposal to ratify the selection of PricewaterhouseCoopers LLP as independent registered public accountants for 2023 has received the affirmative vote of holders of a substantial majority of the combined voting power of the Series A common shares and common shares. This proposal is therefore also approved. Proposal to approve the United States Secular Corporation compensation plan for nonemployee directors has received the affirmative vote of holders of a substantial majority of the combined voting power of the Series A common shares and common shares. This proposal is therefore also approved. Proposal to approve on an advisory basis, compensation of our named executive officers has received the affirmative vote of holders of a substantial majority of the combined voting power of the Series A common shares and common shares. This proposal is therefore, also approved. With respect to the proposal to approve on an advisory basis, the frequency of future advisory votes on executive compensation, every year has received a substantial majority of the votes, exceeding the requisite vote of a plurality of the votes of the combined voting power of the Series A common shares and common shares. Accordingly, the shareholders will be considered to have recommended that the advisory vote on executive compensation should be held every year. The inspectors will tally any additional votes received after the commencement of this meeting and prior to the closing of the polls and furnish a written report of the final vote count with respect to the matters voted on today, which will be included in the minutes of the meeting. These voting results will be reported on a Form 8-K that will be filed within 4 business days of today. Since there is no further business to come before this meeting, this meeting is adjourned. I would now like to ask LT Therivel, President and CEO of UScellular, to provide a brief business update. After that, we will open the floor for any questions that you may have. In addition, after we have concluded here today, Colleen Thompson, TDS' Vice President of Corporate Relations, will be available if you would like to discuss other matters of interest or if you have further questions. LT?

Laurent Therivel

executive
#11

Thanks, Ted. Good morning, everyone. Thank you for joining us today. Turn to Slide 2. My comments today include forward-looking information. Therefore, I ask you review the safe harbor statement. You can find the slides for this presentation on our Investor Relations website, along with related SEC filings, which include a description of important factors that may cause our actual results to differ from forward-looking statements. Turning to Slide 3. the At UScellular, our mission is to connect our customers to what matters most. As we begin our 40th year, we are committed to advancing that mission while achieving long-term sustainability by focusing on our customers and the network experiences that we provide for them. Slide 4. Wireless industry remains as competitive as ever. And in 2022, our subscriber results were challenged by extensive competition. We took several bold actions to support our customers and improve our growth trajectory. We're committing to not increasing the price of rate plans through at least 2024, offering generous device promotions for both new and current customers, launching flat rate pricing. In 2023, we continue to prioritize our efforts to stabilize our customer base. Despite the competitive wireless environment, UScellular had one of the highest ARPU growth rates in the industry last year, notable achievement, evidence of how much our customers value the services and the products that we provide. Two of our growth investment areas, fixed wireless and our tower business saw double-digit increases in gross additions and revenues, respectively. We also made significant progress on our multiyear network modernization program and our nationwide rollout of 5G, now is available on towers carrying 80% of our traffic. Turning to Slide 5. In 2023, our plan to win continues to be supported by a strategy to drive revenue growth and increase return on capital over time. We're focused on the following priorities: First, we remain focused on growth. UScellular is focused on generating momentum in several areas of our business. First, we will look to continue to improve momentum in our postpaid and prepaid businesses for effective pricing strategies, a strong value proposition and targeted customer life cycle management. We'll continue to emphasize and raise awareness of our high-speed Internet products as we rollout 5G fixed wireless access to more communities to grow our existing 4G LTE products. Opportunities for Internet of Things and emerging technologies such as private networking continue to materialize, focus on driving stronger relationships with business and government customers. We further strengthened our tower tenancy rate and revenue growth in 2022, as our towers remain a key strategic asset and area of opportunity for growth. We expect continued tower revenue growth in 2024. Lastly, we'll seek to provide an enhanced digital experience to unlock efficiencies that will allow us to be more agile in reaching our customers while promoting greater brand awareness across our markets. Advancing our network is another critical priority for us. Our investments in 5G will continue in 2023 as we will further modernize and enhance our outstanding network. We will focus on the build-out of our mid-band spectrum and plan to roll out mid-band service in targeted areas throughout 2023. And then across our footprint in 2024, our C-band spectrum is cleared. As part of our ongoing government advocacy activities, we will advocate for further -- for funding opportunities, Infrastructure Investment and Jobs Act. We continue to invest in our people, culture. At UScellular, our culture is focused on delivering exceptional outcomes for everyone, including our people. Beyond the foundation of competitive benefits, fair and equitable wages and a safe place to work, we're creating an environment where associates feel engaged, included and have a sense of belonging. Our strong culture survey results and numerous recognitions of the Great Place to Work underscore our achievements in this area. In 2023, you can expect a continued focus on our people and further integration of diversity, equity and inclusion into our processes. To improve return on capital, we will maintain financial discipline while focusing on revenue growth. A multiyear cost optimization program in place to seek and realize efficiencies in both operating costs and capital expenditures. The program has provided numerous improvements over time, and we expect that to continue. Finally, we remain focused on bridging the digital divide. UScellular was built on the foundation of bringing connectivity to the un and the underserved. We're proud of the contributions we make to local communities across the United States. In 2023, we're extending our commitment to close the connectivity gap with up to $13 million in new funding to provide hotspots and service for youth through our After School Access Project. In 2021, we have donated more than 9,000 hotspots to over 100 youth-serving organizations. In closing on Slide 6, we are grateful of the associates of UScellular for their dedication and innovation in providing outstanding services, products and experiences to our customers. Thank you also to our shareholders, our debt holders, for support of our long-term strategies. That concludes my presentation. Are there any questions from the audience? Ted, I'll turn it back to you.

LeRoy Carlson

executive
#12

Thank you, LT. So that concludes our presentation and question period. Again, I thank all of you for your attendance at this 2023 Annual Meeting. We look forward to seeing you again next year with substantial additional progress to report.

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