Otelco Inc. (OTT)

Q2 2012 Earnings Conference Call

August 8, 2012 10:00 AM ET


Kevin Enda – IR

Michael Weaver – President & Chief Executive Officer

Curtis Garner – Chief Financial Officer


Tim Horan – Oppenheimer

Ira Socket - Socket & Company



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Good day everyone and welcome to the Otelco Inc. Second Quarter Conference Call. As a note, today’s conference is being recorded. And now, at this time, for opening remarks and introductions, I would like to turn the call over to Mr. Kevin Enda. Please go ahead, sir.

Kevin Enda

Thank you, Cathie, and welcome to this Otelco conference call to review the company's results for the second quarter ended June 30


, 2012, which we released yesterday afternoon. Conducting the call today will be Michael Weaver, President and Chief Executive Officer; and Curtis Garner, Chief Financial Officer.

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Before we start, let me offer the cautionary note that statements made on this conference call that are not statements of historical or current fact constitute forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other unknown factors that could cause actual results of the company to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements.

In addition to statements which explicitly describe such risks and uncertainties, listeners are urged to consider statements labeled with the terms believes, belief, expects, intends, anticipates, plans, or similar terms to be uncertain and forward-looking. The forward-looking statements contained herein are also subject generally to other risks and uncertainties that are described from time to time in the company's filings with the SEC.

With that stated, I will now turn the call over to Michael Weaver.

Michael Weaver

Thank you, Kevin. Good morning everyone and welcome to the call. The second quarter press release has both historical results and projections for future years, and I want to make a few comments about both of those. Then, I will ask Curtis to provide a brief summary of our second quarter results. The SEC Form 10-Q will have additional details and will be filed shortly.

What we are trying to accomplish with this change in format is just to allow more time for questions and discussions. From the operational standpoint for the second quarter, we produced adjusted EBITDA of $10.8 million, which included approximately $500,000 of non-recurring expenses. These expenses consisted of severance costs and legal fees, the write-off of deferred costs associated with an expired shelf registration.

Without these costs, our adjusted EBITDA for second quarter would have been closer and more in line with 2012 first quarter results.

If you look forward with the remainder of this year and beyond, the combination of the non-renewal of the Time Warner contract and the recent FCC’s Inter-Carrier Compensation reforms will have a negative impact on our business. The FCC reforms, which affect both our RLEC and CLEC operations, have various implementation dates and there still remains a great deal of uncertainty and confusion surrounding some aspects of the order.

Numerous groups have challenged the FCC order and the appeals process could result in additional changes and modifications to the order that’s in place today. One aspect of the FCC’s order that will materially impact our CLEC operations took effect on July 1


of this year. That portion of the order requires that intrastate access rates be lowered to the applicable federal access rates over the next three years, and then we moved rapidly to a ‘bill and keep’, meaning no inter-carrier compensation payment basis.

In addition to the FCC changes, the Time Warner contract, on April 20


, we announced the anticipated expiration of the contract for wholesale network connections provided by Otelco.

Consistent with their actions in other markets, Time Warner elected to begin to perform the work within their own organization. Official notice of non-renewal by Time Warner Cable was received in June and a transition agreement to provide services through June 2013 is currently being negotiated. Under the terms of the existing agreement, the revenue stream from the contract is unaffected through the end of this year. During the transition period in 2013, the revenue will decline as customers are moved from the Otelco service platform to Time Warner Cable.

Due to the different implementation dates of these changes and the complexities been accurately forecast in the financial impact, we believe that it may be helpful to provide an estimate of adjusted EBITDA for future periods. Based on our financial results through the second quarter and estimating the impact of the FCC reforms on our operations for the second half of this year, our adjusted EBITDA outlook for this year is in the range of $41 million to $43 million. Reflecting the impact of the FCC’s order and the Time Warner Cable transition, our outlook for 2013 adjusted EBITDA is in the range of $34 million to $35 million.

For 2014, we would anticipate adjusted EBITDA in the range of $29 million to $33 million. The projected decline in adjusted EBITDA for future use suggest the need to reduce our total our total debt. We are currently exploring strategic alternatives to restructure our balance sheet and reduce the total debt. To assist us in the process, we have hired Evercore Partners, an investment banking firm. Its areas of expertise include debt and capital market transactions, restructuring of balance sheet obligations and mergers and acquisitions advice.

Our immediate response to the anticipated decline in revenue and cash flow has been to reduce operating costs, carefully control capital expenditures and focus on cash conservation. In the second quarter, we reduced our work force by 13%, reduced the total targeted compensation for senior management by 33% and reduced Board of Directors’ fees by 20%.

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