ONEONTA, Ala.--(BUSINESS WIRE)--
Otelco Inc. (NASDAQ:OTT) (TSX: OTT.un), a wireline telecommunications
services provider in Alabama, Maine, Massachusetts, Missouri, New
Hampshire, Vermont and West Virginia, today announced results for its
fourth quarter and year ended December 31, 2012. Key highlights for
Otelco include:
-
Total revenues of $23.9 million for fourth quarter 2012 and $98.4
million for 2012.
-
Operating income (loss) of $5.6 million for fourth quarter 2012 and
($129.4) million for 2012.
-
Adjusted EBITDA (as defined below) of $11.5 million for fourth quarter
2012 and $45.2 million for 2012.
"The fourth quarter of 2012 produced our best quarterly financial
results for the year," said Mike Weaver, President and Chief Executive
Officer of Otelco. "Adjusted EBITDA topped $11.5 million for the fourth
quarter and was $45.2 million for the year ended December 31, 2012. The
adjusted EBITDA margin for 2012 of 45.9% represents a 1.4 percentage
point margin improvement over 2011 results. Our cash balance increased
by $5.3 million from the third quarter, finishing the year at $32.5
million.
"During 2012, our access line equivalents declined by 2.4% due solely to
a reduction in residential access lines - a decline which was partially
offset by modest gains in business access lines and high-speed Internet
customers," continued Weaver. "While we are never pleased with declining
access lines, the good news is that we had positive growth in our
business customers. Our fourth quarter results point out the fact that
our operations remain strong and we continue to produce significant
positive cash flow.
"The proposed restructuring plan we announced on February 1st,
if approved as filed, accomplishes three important objectives," Weaver
added. "The plan:
-
Reduces our total debt by 50%;
-
Amends and extends the senior credit facility through April 30, 2016
at competitive rates; and
-
Puts in place a simplified capital structure that will serve Otelco
well going forward.
Our focus remains on continuing to provide the excellent service that
our valuable and loyal customers have come to expect from Otelco.
"The solicitation documents describing the proposed plan were mailed on
February 13th to our senior subordinated note holders
(including those held through IDS units) to holders of record as of
February 8th and the balloting process is now underway. The
deadline for returning ballots is March 15th," noted Weaver.
"I encourage our unit holders to carefully review the materials we have
provided as they consider their options. I am confident the
restructuring plan represents the best possible outcome for the Company,
the holders of our IDS units, and our creditors."
|
|
|
|
|
|
|
|
|
|
|
|
| Fourth Quarter 2012 Financial Summary |
|
|
(Dollars in thousands, except per share amounts)
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
Three Months Ended December 31, |
|
Change |
|
|
|
2011 |
|
2012 |
|
Amount |
|
Percent |
|
Revenues
|
|
$
|
25,648
|
|
|
$
|
23,888
|
|
|
$
|
(1,760
|
)
|
|
|
(6.9
|
)%
|
|
Operating income
|
|
$
|
5,859
|
|
|
$
|
5,563
|
|
|
$
|
(296
|
)
|
|
|
(5.1
|
)%
|
|
Interest expense
|
|
$
|
(6,184
|
)
|
|
$
|
(5,770
|
)
|
|
$
|
(414
|
)
|
|
|
(6.7
|
)%
|
|
Net income (loss) available to stockholders
|
|
$
|
24
|
|
|
$
|
(23
|
)
|
|
$
|
(47
|
)
|
|
|
(195.8
|
)%
|
|
Basic net income (loss) per share
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
-
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA(a) |
|
$
|
10,909
|
|
|
$
|
11,521
|
|
|
$
|
612
|
|
|
|
5.6
|
%
|
|
Capital expenditures
|
|
$
|
2,100
|
|
|
$
|
2,961
|
|
|
$
|
861
|
|
|
|
41.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
Change |
|
|
|
2011 |
|
2012 |
|
Amount |
|
Percent |
|
Revenues
|
|
$
|
101,844
|
|
|
$
|
98,404
|
|
|
$
|
(3,440
|
)
|
|
|
(3.4
|
)%
|
|
Operating income (loss)
|
|
$
|
24,630
|
|
|
$
|
(129,394
|
)
|
|
$
|
(154,024
|
)
|
|
*
|
|
|
Interest expense
|
|
$
|
(24,776
|
)
|
|
$
|
(22,932
|
)
|
|
$
|
(1,844
|
)
|
|
|
(7.4
|
)%
|
|
Net income (loss) available to stockholders
|
|
$
|
2,197
|
|
|
$
|
(126,900
|
)
|
|
$
|
(129,097
|
)
|
|
*
|
|
|
Basic net income (loss) per share
|
|
$
|
0.17
|
|
|
$
|
(9.60
|
)
|
|
$
|
(9.77
|
)
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA(a) |
|
$
|
45,302
|
|
|
$
|
45,180
|
|
|
$
|
(122
|
)
|
|
|
(0.3
|
)%
|
|
Capital expenditures
|
|
$
|
10,548
|
|
|
$
|
6,357
|
|
|
$
|
(4,191
|
)
|
|
|
(39.7
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
* Not a meaningful calculation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of Adjusted EBITDA
(a)
to Net Income (Loss)
|
|
|
|
Three Months Ended December 31, |
|
Year Ended December 31, |
|
|
|
2011 |
|
2012 |
|
2011 |
|
2012 |
|
Net income (loss)
|
|
$
|
24
|
|
|
$
|
(23
|
)
|
|
$
|
2,197
|
|
|
$
|
(126,900
|
)
|
|
Add: Depreciation
|
|
|
3,140
|
|
|
|
2,553
|
|
|
|
11,891
|
|
|
|
10,496
|
|
|
Interest expense - net of premium
|
|
|
5,842
|
|
|
|
5,428
|
|
|
|
23,408
|
|
|
|
21,564
|
|
|
Interest expense - amortize loan cost
|
|
|
342
|
|
|
|
342
|
|
|
|
1,368
|
|
|
|
1,368
|
|
|
Income tax expense (benefit)
|
|
|
214
|
|
|
|
(178
|
)
|
|
|
250
|
|
|
|
(24,868
|
)
|
|
Change in fair value of derivatives
|
|
|
(589
|
)
|
|
|
-
|
|
|
|
(2,230
|
)
|
|
|
(241
|
)
|
|
Loan fees
|
|
|
19
|
|
|
|
19
|
|
|
|
76
|
|
|
|
76
|
|
|
Amortization - intangibles
|
|
|
1,917
|
|
|
|
1,705
|
|
|
|
8,342
|
|
|
|
8,781
|
|
|
Goodwill impairment
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
143,653
|
|
|
Impairment of long-lived assets
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
8,622
|
|
|
Restructuring expense
|
|
|
-
|
|
|
|
1,082
|
|
|
|
-
|
|
|
|
2,036
|
|
|
IXC Tariff Dispute Settlement
|
|
|
-
|
|
|
|
593
|
|
|
|
-
|
|
|
|
593
|
|
|
Adjusted EBITDA
|
|
$
|
10,909
|
|
|
$
|
11,521
|
|
|
$
|
45,302
|
|
|
$
|
45,180
|
|
|
|
|
|
(a) Adjusted EBITDA is defined as consolidated net
income (loss) plus interest expense, depreciation and
amortization, income taxes and certain non-recurring fees,
expenses or charges and other non-cash charges reducing
consolidated net income. Adjusted EBITDA is not a measure
calculated in accordance with generally acceptable accounting
principles (GAAP). While providing useful information, Adjusted
EBITDA should not be considered in isolation or as a substitute
for consolidated statement of operations data prepared in
accordance with GAAP. The Company believes Adjusted EBITDA is
useful as a tool to analyze the Company on the basis of operating
performance and leverage. The definition of Adjusted EBITDA
corresponds to the definition of Adjusted EBITDA in the indenture
governing the Company's senior subordinated notes and its credit
facility and certain of the covenants contained therein. The
Company's presentation of Adjusted EBITDA may not be comparable to
similarly titled measures used by other companies.
|
|
|
|
|
|
|
|
|
|
|
|
Otelco Inc. - Key Operating Statistics
(2)
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
Quarterly |
|
Annual |
|
|
|
|
|
|
|
|
|
|
|
|
|
% Change |
|
% Change |
|
|
|
|
|
December 31, |
|
September 30,
|
|
December 31, |
|
from |
|
from |
|
|
|
|
|
2011(2) |
|
2012 |
|
2012 |
|
2012 |
|
September 30, 2012
|
|
2011-2012 |
|
Otelco access line equivalents(1) |
|
|
102,378
|
|
|
99,935
|
|
100,195
|
|
99,935
|
|
|
(0.3)
|
%
|
|
(2.4)
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RLEC and other services:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Voice access lines
|
|
|
46,202
|
|
|
43,021
|
|
43,816
|
|
43,021
|
|
|
(1.8)
|
%
|
|
(6.9)
|
%
|
|
|
Data access lines
|
|
|
22,904
|
|
|
22,742
|
|
22,977
|
|
22,742
|
|
|
(1.0)
|
%
|
|
(0.7)
|
%
|
|
|
|
Access line equivalents(1) |
|
|
69,106
|
|
|
65,763
|
|
66,793
|
|
65,763
|
|
|
(1.5)
|
%
|
|
(4.8)
|
%
|
|
|
Cable television customers
|
|
|
4,201
|
|
|
4,155
|
|
4,181
|
|
4,155
|
|
|
(0.6)
|
%
|
|
(1.1)
|
%
|
|
|
Satellite television customers
|
|
|
226
|
|
|
233
|
|
232
|
|
233
|
|
|
0.4
|
%
|
|
3.1
|
%
|
|
|
Additional internet customers
|
|
|
5,414
|
|
|
4,506
|
|
4,690
|
|
4,506
|
|
|
(3.9)
|
%
|
|
(16.8)
|
%
|
|
|
|
RLEC dial-up
|
|
|
301
|
|
|
198
|
|
211
|
|
198
|
|
|
(6.2)
|
%
|
|
(34.2)
|
%
|
|
|
|
Other dial-up
|
|
|
2,797
|
|
|
1,895
|
|
2,083
|
|
1,895
|
|
|
(9.0)
|
%
|
|
(32.2)
|
%
|
|
|
|
Other data lines
|
|
|
2,316
|
|
|
2,413
|
|
2,396
|
|
2,413
|
|
|
0.7
|
%
|
|
4.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CLEC:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Voice access lines
|
|
|
30,189
|
|
|
30,470
|
|
30,341
|
|
30,470
|
|
|
0.4
|
%
|
|
0.9
|
%
|
|
|
Data access lines
|
|
|
3,082
|
|
|
3,162
|
|
3,061
|
|
3,162
|
|
|
3.3
|
%
|
|
2.6
|
%
|
|
|
|
Access line equivalents(1)
|
|
|
33,271
|
|
|
33,632
|
|
33,402
|
|
33,632
|
|
|
0.7
|
%
|
|
1.1
|
%
|
|
|
Wholesale network connections(3) |
|
|
157,144
|
|
|
162,117
|
|
162,700
|
|
162,117
|
|
|
(0.4)
|
%
|
|
3.2
|
%
|
|
|
|
|
|
|
|
|
|
For the Years Ended |
|
|
|
|
|
Annual Change |
|
|
|
|
|
December 31, |
|
|
|
|
|
2011-2012 |
|
|
|
|
|
2011(2)
|
|
2012 |
|
|
|
|
|
Amount |
|
Percentage |
|
Total Revenues (in millions):
|
|
$
|
101.8
|
|
$
|
98.4
|
|
|
|
|
|
$
|
(3.40)
|
|
|
(3.3)
|
%
|
|
|
RLEC
|
|
$
|
57.4
|
|
$
|
55.7
|
|
|
|
|
|
$
|
(1.70)
|
|
|
(3.0)
|
%
|
|
|
CLEC
|
|
$
|
44.4
|
|
$
|
42.7
|
|
|
|
|
|
$
|
(1.70)
|
|
|
(3.8)
|
%
|
|
|
|
(1) We define access line equivalents as voice access
lines and data access lines (including cable modems, digital
subscriber lines, and dedicated data access trunks).
|
|
(2) We acquired Shoreham Telephone Company Inc.
("Shoreham") on October 14, 2011. At December 31, 2011, STC had
3,309 voice access lines and 1,672 data access lines, or 4,981
access line equivalents, and 55 dial-up internet customers which
are included in the Key Operating Statistics.
|
|
(3) Time Warner Cable is the source for approximately
98% of wholesale network connections.
|
|
|
|
|
FINANCIAL DISCUSSION FOR FOURTH QUARTER 2012:
All financial information includes the acquisition of Shoreham on and as
of October 14, 2011.
Revenues
Total revenues decreased 6.9% in the three months ended December 31,
2012, to $23.9 million from $25.6 million in the three months ended
December 31, 2011. The decline is the result of the loss of traditional
RLEC voice access line related revenues and revenue decreases due to the
FCC's InterCarrier Compensation reform order. The table below provides
the components of our revenues for the three months ended December 31,
2012 compared to the same period of 2011.
|
|
|
|
|
|
|
Three Months Ended December 31, |
|
Change |
|
|
|
|
|
2011 |
|
2012 |
|
Amount |
|
Percent |
|
|
|
|
|
(dollars in thousands)
|
|
|
|
|
Local services
|
|
$
|
11,802
|
|
$
|
10,806
|
|
$
|
(996
|
)
|
|
(8.4
|
)%
|
|
|
Network access
|
|
|
8,143
|
|
|
7,122
|
|
|
(1,021
|
)
|
|
(12.5
|
)
|
|
|
Cable television
|
|
|
751
|
|
|
766
|
|
|
15
|
|
|
2.0
|
|
|
|
Internet
|
|
|
3,591
|
|
|
3,707
|
|
|
116
|
|
|
3.2
|
|
|
|
Transport services
|
|
|
1,361
|
|
|
1,487
|
|
|
126
|
|
|
9.3
|
|
|
|
Total
|
|
$
|
25,648
|
|
$
|
23,888
|
|
$
|
(1,760
|
)
|
|
(6.9
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Local services revenue decreased 8.4% in the quarter ended December 31,
2012 to $10.8 million from $11.8 million in the quarter ended December
31, 2011. Shoreham accounted for an increase of $0.1 million. The FCC's
ICC order reduced or eliminated intrastate and local cellular revenue,
with a portion of the RLEC decrease recovered through the Connect
America Fund which is categorized as interstate access revenue. The
impact in fourth quarter was a decrease of $0.7 million. The decline in
RLEC voice access lines accounted for a decrease of $0.3 million and
CLEC market pricing accounted for a decrease of $0.1 million. Network
access revenue decreased 12.5% in the fourth quarter 2012 to $7.1
million from $8.1 million in the quarter ended December 31, 2011.
Special access added $0.4 million. Accruals for settlement of a 2010
tariff dispute in 2012 decreased revenue by $0.6 million. Interstate and
Intrastate toll decreases primarily associated with the FCC's ICC order
were partially offset by the new Connect America Fund revenue but still
represented a decline of $0.8 million. Cable television revenue in the
three months ended December 31, 2012, increased 2.0% to remain at $0.8
million in the three months ended December 31, 2012 and 2011. Growth in
digital services was offset by the decline in basic cable subscribers.
Internet revenue for the fourth quarter 2012 increased 3.2% to $3.7
million from $3.6 million in the three months ended December 31, 2011.
Growth in broadband services and fiber rental was partially offset by
the loss of dial-up subscribers outside of our service territory.
Transport services revenue increased 9.3% to $1.5 million from $1.4
million in the quarter ended December 31, 2011 from growth in wide area
network services.
Operating Expenses
Operating expenses in the three months ended December 31, 2012,
decreased 7.4% to $18.3 million from $19.8 million in the three months
ended December 31, 2011. Cost of services decreased 9.3% to $10.2
million in the quarter ended December 31, 2012, from $11.2 million in
the quarter ended December 31, 2011. Reductions in employee expenses,
including the reduction in employees implemented at the end of second
quarter 2012; long distance and internet expenses; and network
efficiencies account for the decrease. Selling, general and
administrative expenses increased 10.7% to $3.9 million in the three
months ended December 31, 2012, from $3.5 million in the three months
ended December 31, 2011. Restructuring expenses account for an increase
of $1.1 million, which were partially offset by decreases in other legal
expenses; employee cost, including the reduction in employees at the end
of second quarter and reductions in management compensation;
uncollectible expense and operating taxes of $0.7 million. Depreciation
and amortization for fourth quarter 2012 decreased 15.8% to $4.3 million
from $5.1 million in fourth quarter 2011 due primarily to lower capital
expenditures in 2011 and 2012. Amortization of Time Warner Cable
contract intangible asset increased by $0.4 million, reflecting its
shorter remaining life, which was offset by a similar $0.4 million
decrease in amortization of other intangible assets associated with the
Country Road acquisition.
Interest Expense
Interest expense decreased 6.7% to 5.8 million in the three months ended
December 31, 2012, from $6.2 million in the quarter ended December 31,
2011. The lower effective interest rate on the outstanding balance on
our long-term notes payable upon the expiration of our interest rate
swaps in first quarter 2012 reduced interest by $0.5 million. Accrued
interest on the third quarter deferred interest on the senior
subordinated notes increased interest by $0.1 million.
Change in Fair Value of Derivatives
The Company had two interest rate swap agreements intended to hedge
changes in interest rates on its senior debt that expired during first
quarter 2012. The liability for the swap decreased $0.6 million in
fourth quarter 2011, accounting for the difference.
Adjusted EBITDA
Adjusted EBITDA for the three months ended December 31, 2012, was $11.5
million compared to $10.9 million for the same period in 2011 and $11.4
million in the third quarter of 2012. Restructuring and one-time
expenses are added back in the calculation of Adjusted EBITDA. See
financial tables for a reconciliation of Adjusted EBITDA to net income
(loss).
Balance Sheet
As of December 31, 2012, the Company had cash and cash equivalents of
$32.5 million compared to $12.4 million at the end of 2011. Our $162.0
million senior credit facility matures in October 2013 and is now
classified as a current liability. The third and fourth quarter interest
on our senior subordinated notes was deferred by the Board of Directors.
Capital Expenditures
Capital expenditures were $3.0 million for the quarter, reflecting
continued investment in infrastructure and cost saving projects.
Fourth Quarter Earnings Conference Call
Otelco has scheduled a conference call, which will be broadcast live
over the internet, on Tuesday, February 26, 2013, at 11:00 a.m. ET. To
participate in the call, participants should dial (719) 325-2308 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
or www.earnings.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
or www.earnings.com
for 30 days. A one-week telephonic replay may also be accessed by
calling (719) 457-0820 and using the Confirmation Code 9546013.
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, network access, transport, digital high-speed data lines and
dial-up internet access, cable television and other telephone related
services. With approximately 99,000 voice and data access lines, 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 impact the Company's
restructuring plans or 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,
including as a result of the inherent unreliability of guidance. There
can be no assurance that the restructuring transaction described herein
will be consummated. In addition to statements which explicitly describe
such risks and uncertainties, such as guidance related to Adjusted
EBITDA, 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.
|
|
|
|
|
|
|
|
|
|
| OTELCO INC. |
| CONSOLIDATED BALANCE SHEETS |
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
|
|
|
2011 |
|
2012 |
| Assets |
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$ 12,393,792
|
|
$ 32,516,283
|
|
|
|
Accounts receivable:
|
|
|
|
|
|
|
|
Due from subscribers, net of allowance for doubtful accounts of
$260,568 and $239,274, respectively
|
|
4,355,632
|
|
4,205,944
|
|
|
|
Unbilled receivables
|
|
2,183,465
|
|
2,003,634
|
|
|
|
Other
|
|
5,449,074
|
|
5,336,162
|
|
|
|
Materials and supplies
|
|
1,780,820
|
|
1,845,246
|
|
|
|
Prepaid expenses
|
|
1,328,475
|
|
1,981,631
|
|
|
|
Deferred income taxes
|
|
726,310
|
|
1,843,160
|
|
|
|
|
Total current assets
|
|
28,217,568
|
|
49,732,060
|
|
|
|
|
|
|
|
|
|
|
|
Property and equipment, net
|
|
65,881,975
|
|
58,242,903
|
|
|
Goodwill
|
|
188,954,840
|
|
44,956,840
|
|
|
Intangible assets, net
|
|
20,545,691
|
|
6,670,392
|
|
|
Investments
|
|
1,943,805
|
|
1,919,327
|
|
|
Deferred financing costs
|
|
4,485,324
|
|
4,037,311
|
|
|
Deferred income taxes
|
|
7,454,443
|
|
6,275,997
|
|
|
Other assets
|
|
240,667
|
|
490,131
|
|
|
|
|
Total assets
|
|
$ 317,724,313
|
|
$ 172,324,961
|
|
|
|
|
|
|
|
|
|
| Liabilities and Stockholders' Deficit |
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
Accounts payable
|
|
$ 1,490,717
|
|
$ 2,007,405
|
|
|
|
Accrued expenses
|
|
6,034,104
|
|
14,900,378
|
|
|
|
Advance billings and payments
|
|
1,590,689
|
|
1,560,190
|
|
|
|
Deferred income taxes
|
|
353,285
|
|
430,896
|
|
|
|
Customer deposits
|
|
143,657
|
|
90,837
|
|
|
|
Current maturity of long-term debt
|
|
-
|
|
162,000,000
|
|
|
|
|
Total current liabilities
|
|
9,612,452
|
|
180,989,706
|
|
|
Deferred income taxes
|
|
48,112,384
|
|
22,670,168
|
|
|
Interest rate swaps
|
|
241,438
|
|
-
|
|
|
Advance billings and payments
|
|
615,584
|
|
788,638
|
|
|
Other liabilities
|
|
403,823
|
|
484,019
|
|
|
Long-term notes payable
|
|
271,106,387
|
|
108,990,023
|
|
|
|
|
Total liabilities
|
|
330,092,068
|
|
313,922,554
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders' Deficit
|
|
|
|
|
|
|
|
Class A Common Stock, $.01 par value-authorized 20,000,000 shares;
issued and outstanding 13,221,404 shares
|
|
132,214
|
|
132,214
|
|
|
|
Retained deficit
|
|
(12,499,969)
|
|
(141,729,807)
|
|
|
|
|
Total stockholders' deficit
|
|
(12,367,755)
|
|
(141,597,593)
|
|
|
|
|
Total liabilities and stockholders' deficit
|
|
$ 317,724,313
|
|
$ 172,324,961
|
|
|
|
|
|
|
|
|
|
|
|
|
| OTELCO INC. |
| CONSOLIDATED STATEMENTS OF OPERATIONS |
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended, December 31, |
|
Twelve Months Ended, December 31, |
|
|
|
|
|
2011 |
|
2012 |
|
2011 |
|
2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
25,647,760
|
|
|
$
|
23,888,322
|
|
|
$
|
101,843,567
|
|
|
$
|
98,404,232
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
Cost of services
|
|
|
11,233,414
|
|
|
|
10,193,678
|
|
|
|
43,995,953
|
|
|
|
42,231,706
|
|
|
|
Selling, general and administrative expenses
|
|
|
3,498,924
|
|
|
|
3,872,851
|
|
|
|
12,984,686
|
|
|
|
14,013,154
|
|
|
|
Depreciation and amortization
|
|
|
5,056,804
|
|
|
|
4,258,462
|
|
|
|
20,232,833
|
|
|
|
19,277,214
|
|
|
|
Long-lived assets impairment - PP&E
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2,874,000
|
|
|
|
Long-lived assets impairment - intangibles
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
5,748,000
|
|
|
|
Goodwill impairment
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
143,653,744
|
|
|
|
|
Total operating expenses
|
|
|
19,789,142
|
|
|
|
18,324,991
|
|
|
|
77,213,472
|
|
|
|
227,797,818
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations
|
|
|
5,858,618
|
|
|
|
5,563,331
|
|
|
|
24,630,095
|
|
|
|
(129,393,586
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(6,184,333
|
)
|
|
|
(5,769,951
|
)
|
|
|
(24,776,123
|
)
|
|
|
(22,932,180
|
)
|
|
|
Change in fair value of derivatives
|
|
|
588,861
|
|
|
|
-
|
|
|
|
2,229,893
|
|
|
|
241,438
|
|
|
|
Other income
|
|
|
(25,204
|
)
|
|
|
5,417
|
|
|
|
363,482
|
|
|
|
316,922
|
|
|
|
|
Total other expense
|
|
|
(5,620,676
|
)
|
|
|
(5,764,534
|
)
|
|
|
(22,182,748
|
)
|
|
|
(22,373,820
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income tax
|
|
|
237,942
|
|
|
|
(201,203
|
)
|
|
|
2,447,347
|
|
|
|
(151,767,406
|
)
|
|
Income tax (expense) benefit
|
|
|
(213,916
|
)
|
|
|
177,707
|
|
|
|
(249,929
|
)
|
|
|
24,867,841
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) available to common stockholders
|
|
$
|
24,026
|
|
|
$
|
(23,496
|
)
|
|
$
|
2,197,418
|
|
|
$
|
(126,899,565
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding
|
|
|
13,221,404
|
|
|
|
13,221,404
|
|
|
|
13,221,404
|
|
|
|
13,221,404
|
|
|
Basic net income (loss) per share
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
0.17
|
|
|
$
|
(9.60
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends declared per common share
|
|
$
|
0.18
|
|
|
$
|
-
|
|
|
$
|
0.71
|
|
|
$
|
0.18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| OTELCO INC. |
| CONSOLIDATED STATEMENTS OF CASH FLOWS |
| (Unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
|
|
|
|
|
|
2011 |
|
2012 |
|
Cash flows from operating activities:
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
2,197,418
|
|
|
$
|
(126,899,565
|
)
|
|
|
Adjustments to reconcile net income (loss) to cash flows from
operating activities:
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
11,891,474
|
|
|
|
10,495,725
|
|
|
|
|
|
Amortization
|
|
|
8,341,359
|
|
|
|
8,781,489
|
|
|
|
|
|
Long-lived assets impairment - PP&E
|
|
|
-
|
|
|
|
2,874,000
|
|
|
|
|
|
Long-lived assets impairment - intangibles
|
|
|
-
|
|
|
|
5,748,000
|
|
|
|
|
|
Goodwill impairment
|
|
|
-
|
|
|
|
143,653,744
|
|
|
|
|
|
Amortization of debt premium
|
|
|
(103,640
|
)
|
|
|
(116,364
|
)
|
|
|
|
|
Amortization of loan costs
|
|
|
1,368,095
|
|
|
|
1,368,097
|
|
|
|
|
|
Change in fair value of derivatives
|
|
|
(2,229,893
|
)
|
|
|
(241,438
|
)
|
|
|
|
|
Provision (benefit) for deferred income taxes
|
|
|
226,962
|
|
|
|
(24,958,753
|
)
|
|
|
|
|
Provision for uncollectible revenue
|
|
|
914,555
|
|
|
|
619,812
|
|
|
|
|
|
Changes in assets and liabilities; net of assets and liabilities
acquired:
|
|
|
|
|
|
|
|
|
|
|
Accounts receivables
|
|
|
(1,590,110
|
)
|
|
|
(177,380
|
)
|
|
|
|
|
|
|
Material and supplies
|
|
|
173,350
|
|
|
|
(64,426
|
)
|
|
|
|
|
|
|
Prepaid expenses and other assets
|
|
|
(117,356
|
)
|
|
|
(904,643
|
)
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
|
(1,423,589
|
)
|
|
|
9,188,250
|
|
|
|
|
|
|
|
Advance billings and payments
|
|
|
(116,732
|
)
|
|
|
142,555
|
|
|
|
|
|
|
|
Other liabilities
|
|
|
(1,756
|
)
|
|
|
222,083
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash from operating activities
|
|
|
19,530,137
|
|
|
|
29,731,186
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
Acquisition and construction of property and equipment
|
|
|
(10,547,705
|
)
|
|
|
(6,357,307
|
)
|
|
|
Purchase of investment
|
|
|
(2,220
|
)
|
|
|
(1,033
|
)
|
|
|
Payments for the purchase of Shoreham Telephone, net of cash acquired
|
|
|
(5,010,284
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(15,560,209
|
)
|
|
|
(6,358,340
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows used in financing activities:
|
|
|
|
|
|
|
Cash dividends paid
|
|
|
(9,321,088
|
)
|
|
|
(2,330,272
|
)
|
|
|
Loan origination costs
|
|
|
(95,594
|
)
|
|
|
(920,083
|
)
|
|
|
Repayment of long-term notes payable
|
|
|
(385,828
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities
|
|
|
(9,802,510
|
)
|
|
|
(3,250,355
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
(5,832,582
|
)
|
|
|
20,122,491
|
|
|
Cash and cash equivalents, beginning of period
|
|
|
18,226,374
|
|
|
|
12,393,792
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of period
|
|
$
|
12,393,792
|
|
|
$
|
32,516,283
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
|
Interest paid
|
|
$
|
24,130,675
|
|
|
$
|
14,895,749
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes paid
|
|
$
|
90,517
|
|
|
$
|
76,749
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Source: Otelco Inc.