- Five-year term loan of $87.0 million that replaces Otelco's previous senior and subordinated term loans, the principal amounts of which had been reduced by $13.3 million since February 2016.
- Current interest rate of LIBOR plus an applicable margin (currently 4.50%), with reductions in the applicable margin as leverage declines, providing significant savings relative to Otelco's previous debt facilities.
- $5.0 million undrawn revolving loan.
- Quarterly principal repayment of approximately $1.1 million.
- Ability to pay dividends to shareholders beginning in 2018, subject to compliance with certain covenants.
- Potential to expand the term loan by an additional $20.0 million.
- No prepayment penalties.
- Total revenues of $16.9 million.
- Operating income of $4.9 million.
- Net income of $1.6 million.
- Consolidated EBITDA (as defined below) of $6.9 million.
"We're pleased to have successfully closed this refinancing with Otelco and look forward to a continuing strong partnership with them as their primary lender and financial services provider," said Kevin Oliver, CoBank Lead Relationship Manager and Managing Director of the bank's Communications Banking Division."Partnering with CoBank will allow Otelco to free up cash from interest payments for investment in the business, repay additional debt and provide the capacity to pay dividends to our shareholders," added Rob Souza, President and Chief Executive Officer of Otelco. "CoBank understands the needs of rural telecommunications companies and the support being provided by the FCC's Alternate Connect America Model (or "ACAM") program to build out stronger and more versatile networks to serve the needs of our customers. Together, we form a strong partnership to support our customers and our shareholders." Strategic Alternatives Review Completion The Company has concluded its previously announced review of strategic alternatives. These alternatives included a broad range of merger, sale and acquisition transactions, among other things. The Company and its financial advisor, The Bank Street Group LLC, contacted a wide range of prospective financial and strategic partners to determine their levels of interest in a sale, merger or other transaction involving the Company. However, none of the parties contacted by the Company or The Bank Street Group LLC presented a transaction that Otelco's board of directors determined to be viable or in the best interests of the Company and its shareholders. Similarly, in 2014, the Company engaged a nationally recognized investment banker to explore strategic alternatives. Comparable to the recently concluded process, the alternatives explored included a broad range of merger and sale transactions with both potential financial and strategic partners. Although that process was comprehensive, none of the parties contacted during that process presented a transaction that Otelco's board of directors determined to be viable or in the best interests of the Company and its shareholders.
The Company periodically receives indications of interest and has discussions regarding possible strategic alternatives. The Company intends to consider any proposals it receives in the future that could result in the creation of shareholder value."We believe the wireline telecommunications industry, in particular the rural wireline industry, would benefit from further consolidation. We will continue to look for opportunities to participate in that consolidation. In the meantime, Otelco remains focused on reducing our leverage. Our strong cash flow generation has enabled the Company to refinance our debt, significantly lower our cost of capital and provide the ability to return capital to shareholders through dividends," commented Stephen McCall, Chairman of the Otelco Board of Directors. "The Board remains committed to maximizing shareholder value and will pursue any reasonable alternatives that present themselves." Third Quarter 2017 Financial Results During third quarter 2017, Otelco's net income was $1.6 million, compared to $1.1 million in the same period of 2016. For the nine months ended September 30, 2017, the Company's net income was $4.7 million, compared to $4.2 million in the same period of 2016. Stable access revenue associated with the FCC's-ACAM program in the five states where the program is applicable and effective cost and expense management were the primary factors driving the improvement. The ACAM program provides a known level of support for ten years to enhance and build out the Company's broadband network to provide increased speed and accessibility to customers. The increase in capital invested in its network this quarter and year-to-date reflects the Company's commitment to the build-out required by the program. Consolidated EBITDA of $6.9 million for third quarter 2017 was $0.2 million higher than the same period in 2016. Consolidated EBITDA was $21.1 million for the nine months ended September 30, 2017, including the $0.2 million positive impact of CoBank dividends in the first quarter of 2017. During third quarter 2017, the Company made a $3.0 million additional principal payment to further reduce its senior debt as part of its plan to reduce leverage toward current industry norms and to prepare for replacing its credit facilities, as noted above. The improved terms of the new facility reflect the lending institutions' recognition of the continuing strength of Otelco's operations. The Company's total leverage ratio, net of cash, at September 30, 2017, as defined and calculated below, was 2.87.
Consolidating and streamlining the business operations remains a strategic focus of the business. The Company is making significant progress in replacing its billing and operations support systems with a common platform across its entire operation. "Our current bill cycles were changed on October 1, 2017, to common dates in preparation for the system conversion in 2018," noted Rob Souza, President and Chief Executive Officer of Otelco. "Training on the new system begins in fourth quarter 2017. Carrier billing conversion to the new system begins during first quarter 2018 with end-user billing to follow in second quarter 2018. Over the past six months, we have converted our organization from a geography-based design to a functional structure with sales, customer service and technical operations teams functioning together across our geographic footprint. The combination of a functionally aligned organization with a single operations and billing system will enhance customer service, improve operational efficiency and have a positive impact on Otelco's financial performance."
|Third Quarter 2017 Financial Summary|
|(Dollars in thousands, except per share amounts)|
|Three Months Ended September 30,||Change|
|Net income available to stockholders||$||1,589||$||1,125||$||464||41.2||%|
|Basic net income per share||$||0.47||$||0.34||$||0.13||38.2||%|
|Diluted net income per share||$||0.46||$||0.33||$||0.13||39.4||%|
|Consolidated EBITDA (1)||$||6,934||$||6,695||$||239||3.6||%|
|Nine Months Ended September 30,||Change|
|Net income available to stockholders||$||4,733||$||4,199||$||534||12.7||%|
|Basic net income per share||$||1.41||$||1.28||$||0.13||10.2||%|
|Diluted net income per share||$||1.37||$||1.24||$||0.13||10.5||%|
|Consolidated EBITDA (1)||$||21,137||$||21,376||$||(239||)||(1.1||)||%|
|Reconciliation of Consolidated EBITDA to Net Income||Twelve Months|
|Three Months Ended September 30,||Nine Months Ended September 30,||Ended September 30,|
|Interest expense less interest income||2,260||2,408||6,822||6,847||9,211|
|Interest expense - amortize loan cost||307||320||927||1,083||1,241|
|Income tax expense||758||708||2,709||2,700||3,667|
|Amortization - intangibles||88||225||290||743||433|
|Stock-based compensation (board & senior management)||72||112||237||312||342|
|Consolidated EBITDA (1)||$||6,934||$||6,695||$||21,137||$||21,376||$||27,840|
|Otelco Inc. - Key Operating Statistics|
|As of||December 31,||March 31,||June 30,||September 30,||% Change from|
|2015||2016||2017||2017||2017||June 30, 2017|
|Wholesale network lines||2,743||2,570||2,584||2,521||2,548||1.1||%|
|Access line equivalents (1)||53,520||53,001||52,266||51,338||50,942||(0.8||)||%|
|Access line equivalents (1)||49,617||46,772||46,250||46,721||45,955||(1.6||)||%|
|Otelco access line equivalents (1)||103,137||99,773||98,516||98,059||96,897||(1.2||)||%|
The Company uses the ratio of debt, net of cash, to Consolidated EBITDA for the last twelve months as an operational performance measurement. Such ratio is a supplemental measure of the Company's performance that is not required by, or presented in accordance with, GAAP. The Company reports such ratio to allow current and potential investors to understand this performance metric. The Company also believes that it provides current and potential investors with helpful information with respect to the Company's operating performance, including the Company's ability to generate earnings sufficient to service its debt, and enhances understanding of the Company's financial performance and highlight operational trends. However, such ratio should not be considered as an alternative to net income or any other performance measures derived in accordance with GAAP. The Company's presentation of such ratio may not be comparable to similarly titled ratios used by other companies. The table below provides the calculation of such ratio as of September 30, 2017.
|Total leverage ratio, net of cash|
|as of September 30, 2017|
|Senior notes payable||$||69,717|
|Debt issuance costs||3,158|
|Senior notes outstanding||$||72,875|
|Subordinated notes payable||$||15,176|
|Debt issuance costs||634|
|Subordinated notes outstanding||$||15,810|
|Total notes outstanding||$||88,685|
|Notes outstanding, net of cash||$||79,830|
|Consolidated EBITDA for the|
|last twelve months||$||27,840|
|Total leverage ratio, net of cash||2.87|
|Three Months Ended|
|(dollars in thousands)|
|Video and security||747||719||28||3.9||%|
Interest ExpenseInterest expense in the three months ended September 30, 2017, decreased 5.9% to $2.6 million from $2.7 million in the three months ended September 30, 2016. The lower outstanding balance on the senior credit facility accounted for the decrease. The Company prepaid an additional $3.0 million of principal on the senior credit facility during third quarter 2017. As noted earlier, the Company has refinanced its credit facility on November 2, 2017, which will reduce its effective interest rate approximately four percentage points. The new facility matures in November 2022. Net Income Reflecting the changes noted above, net income increased 41.2% to $1.6 million for the three months ended September 30, 2017, when compared to $1.1 million for the three months ended September 30, 2016, primarily driven by cost and expense reductions and network access revenue stability associated with the FCC's ACAM program. Consolidated EBITDA Based on the changes noted above, Consolidated EBITDA increased by $0.2 million to $6.9 million for the three months ended September 30, 2017, when compared to $6.7 million for the three months ended September 30, 2016. Consolidated EBITDA was $21.1 million for the nine months ended September 30, 2017, compared to $21.4 million for the nine months ended September 30, 2016. The annual CoBank dividend was $0.4 million lower in 2017 compared to 2016. Stock-based compensation and other excluded expenses are added back in the calculation of Consolidated EBITDA. See financial tables for a reconciliation of Consolidated EBITDA to net income. Balance Sheet As of September 30, 2017, the Company had cash and cash equivalents of $8.9 million compared to $10.5 million at the end of 2016. Excluding the additional prepayment of $3.0 million made during the third quarter on its senior credit facility as part of its strategy to reduce its leverage, cash grew $1.4 million, reflecting the continuing strength of the Company's operations. Total notes payable as of September 30, 2017, was $88.7 million. The $5.0 million revolver remains undrawn.
Capital ExpendituresCapital expenditures were $2.2 million for the three months ended September 30, 2017, compared to $1.9 million in the same period in 2016. The buildout requirements of the ACAM program and the Company's plans to convert its billing and operations support systems to a single platform are primarily responsible for this increase. The Company's new credit facility does not place specific limitations on capital expenditures, allowing the Company more flexibility on investing in its business. Third Quarter Earnings Conference Call Otelco has scheduled a conference call, which will be broadcast live over the internet, on Tuesday, November 7, 2017, at 11:30 a.m. (Eastern Time). To participate in the call, participants should dial (719) 457-1035 and ask for the Otelco call 10 minutes prior to the start time. Investors, analysts and the general public will also have the opportunity to listen to the conference call free over the internet by visiting the Company's website at www.OtelcoInc.com. To listen to the live call online, please visit the website at least 15 minutes early to register, download and install any necessary audio software. For those who cannot listen to the live webcast, a replay of the webcast will be available on the Company's website at www.OtelcoInc.com for 30 days. A two-week telephonic replay may also be accessed by calling (719) 457-0820 and entering the Confirmation Code 2890133. ABOUT OTELCO Otelco Inc. provides wireline telecommunications services in Alabama, Maine, Massachusetts, Missouri, New Hampshire, Vermont and West Virginia. The Company's services include local and long distance telephone, digital high-speed data lines, transport services, network access, cable television and other related services. With approximately 97,000 voice and data access lines and other related services, which are collectively referred to as access line equivalents, Otelco is among the top 25 largest local exchange carriers in the United States based on number of access lines. Otelco operates eleven incumbent telephone companies serving rural markets, or rural local exchange carriers. It also provides competitive retail and wholesale communications services through several subsidiaries. For more information, visit the Company's website at www.OtelcoInc.com. FORWARD LOOKING STATEMENTS Statements in this press release 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 the 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, readers 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 Securities and Exchange Commission.
|CONDENSED CONSOLIDATED BALANCE SHEETS|
|(in thousands, except share par value and share amounts)|
|September 30,||December 31,|
|Cash and cash equivalents||$||8,855||$||10,538|
|Due from subscribers, net of allowance for doubtful|
|accounts of $206 and $187, respectively||4,637||5,035|
|Materials and supplies||2,847||2,184|
|Total current assets||19,654||22,197|
|Property and equipment, net||50,078||49,271|
|Intangible assets, net||1,433||1,785|
|Liabilities and Stockholders' Deficit|
|Advance billings and payments||1,655||1,487|
|Current maturity of long-term notes payable, net of debt issuance cost||2,976||6,071|
|Total current liabilities||11,353||13,827|
|Deferred income taxes||28,280||28,280|
|Retirement of CoBank equity||2,401||1,987|
|Long-term notes payable, less current maturities and debt issuance cost||81,917||86,860|
|Class A Common Stock, $.01 par value-authorized 10,000,000 shares;|
|issued and outstanding 3,346,689 and 3,291,750 shares, respectively||34||33|
|Additional paid in capital||4,214||4,186|
|Total stockholders' deficit||(5,946||)||(10,708||)|
|Total liabilities and stockholders' deficit||$||118,026||$||120,272|
|OTELCO INC. AND SUBSIDIARIES|
|CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS|
|(in thousands, except share and per share amounts)|
|Three Months Ended September 30,||Nine Months Ended September 30,|
|Cost of services||7,610||7,958||23,468||23,963|
|Selling, general and administrative expenses||2,588||2,888||7,762||7,871|
|Depreciation and amortization||1,834||1,982||5,515||6,071|
|Total operating expenses||12,032||12,828||36,745||37,905|
|Income from operations||4,914||4,561||14,987||14,206|
|Other income (expense)|
|Total other expense||(2,567||)||(2,728||)||(7,545||)||(7,307||)|
|Income before income tax expense||2,347||1,833||7,442||6,899|
|Income tax expense||(758||)||(708||)||(2,709||)||(2,700||)|
|Weighted average number of common shares outstanding:|
|Basic net income per common share||$||0.47||$||0.34||$||1.41||$||1.28|
|Diluted net income per common share||$||0.46||$||0.33||$||1.37||$||1.24|
|OTELCO INC. AND SUBSIDIARIES|
|CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS|
|Nine Months Ended September 30,|
|Cash flows from operating activities:|
|Adjustments to reconcile net income to cash flows provided by operating activities:|
|Amortization of loan costs||927||929|
|Loss on extinguishment of debt||-||155|
|Provision for uncollectible accounts receivable||290||271|
|Payment in kind interest - subordinated debt||237||194|
|Changes in operating assets and liabilities|
|Materials and supplies||(663||)||(326||)|
|Prepaid expenses and other assets||1,280||1,481|
|Accounts payable and accrued expenses||453||654|
|Advance billings and payments||582||(77||)|
|Net cash from operating activities||13,515||13,663|
|Cash flows used in investing activities:|
|Acquisition and construction of property and equipment||(5,951||)||(4,111||)|
|Net cash used in investing activities||(5,951||)||(4,111||)|
|Cash flows used in financing activities:|
|Loan origination costs||(77||)||(5,242||)|
|Principal repayment of long-term notes payable||(9,125||)||(102,052||)|
|Proceeds from loan refinancing||-||100,300|
|Retirement of CoBank equity||164||-|
|Tax withholdings paid on behalf of employees for restricted stock units||(209||)||(109||)|
|Net cash used in financing activities||(9,247||)||(7,103||)|
|Net (decrease) increase in cash and cash equivalents||(1,683||)||2,449|
|Cash and cash equivalents, beginning of period||10,538||6,884|
|Cash and cash equivalents, end of period||$||8,855||$||9,333|
|Supplemental disclosures of cash flow information:|
|Income taxes paid||$||1,802||$||1,197|
|Conversion of Class B common stock to Class A common stock||$||-||$||2|
|Issuance of Class A common stock||$||1||$||1|