UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 8, 2019
Otelco Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware | 1-32362 | 52-2126395 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
505 Third Avenue East, Oneonta, AL 35121
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (205) 625-3574
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Class A Common Stock ($0.01 par value per share) |
OTEL | The Nasdaq Stock Market LLC |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 2.02. | Results of Operations and Financial Condition. |
On May 8, 2019, Otelco Inc. (the “Company”) announced its results of operations for its first quarter ended March 31, 2019. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Information contained herein, including Exhibit 99.1, shall not be deemed filed for the purposes of the Securities Exchange Act of 1934, nor shall such information and Exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such a filing.
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 8, 2019, the Company announced that Mr. Richard A. Clark, the current Chief Operating Officer of the Company, was appointed President of the Company on May 1, 2019 and will be appointed Chief Executive Officer of the Company, effective January 1, 2020. The position of President and Chief Executive Officer of the Company is currently held by Mr. Robert J. Souza, who will remain as Chief Executive Officer until his retirement on December 31, 2019.
Mr. Clark has been the Chief Operating Officer of the Company since October 2018. Prior to joining the Company, Mr. Clark served as Executive Vice President and Chief Financial Officer at FirstLight Fiber (a high speed data provider) from December 2016 until September 2018. From October 2013 until December 2016, Mr. Clark served as Executive Vice President and Chief Financial Officer of Oxford Networks (a high speed data provider) until Oxford was acquired by FirstLight Fiber. Mr. Clark served as Senior Vice President and Chief Financial Officer of WAI Global (a global manufacturer and distributor of automotive aftermarket parts) from February 2011 through September 2013 and as Executive Vice President and Chief Financial Officer of Parts Depot, Inc. (a distributor of auto parts) from November 2005 through February 2011. Mr. Clark served in executive positions from 1995 through 2005 at various companies in financial and operating positions. Mr. Clark began his career at PriceWaterhouseCoopers from 1986 through 1995. He graduated from Husson University in 1986 with a degree in public accounting and is a Certified Public Accountant. Mr. Clark is 54 years old.
Mr. Clark was not appointed as Chief Executive Officer of the Company for a fixed term of office, but rather will hold such position until a successor is named.
Mr. Clark is not party to any (a) arrangement or understanding regarding his appointment as an executive officer, nor does he have any family relationships with any director, executive officer or person nominated or chosen to become a director or executive officer of the Company, or (b) transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Pursuant to Mr. Clark’s existing employment agreement, effective upon Mr. Clark’s appointment as Chief Executive Officer the Company will grant Mr. Clark an option to purchase up to 50,000 shares of the Company’s Class A common stock, par value $0.01 per share, which will vest in equal annual installments over a five-year period thereafter.
Item 7.01. | Regulation FD Disclosure. |
Information is being furnished herein in Exhibit 99.2 with respect to the slide presentation prepared for use with the press release. These materials are dated May 8, 2019 and the Company does not undertake to update the materials after that date.
The presentation is also available on the Investors section of the Company’s website at www.otelco.com. The Company’s Annual Report to Shareholders and its reports on Forms 10-K, 10-Q and 8-K and other publicly available information should be consulted for other important information about the Company.
Information contained herein, including Exhibit 99.2, shall not be deemed filed for the purposes of the Securities Exchange Act of 1934, nor shall such information and Exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such a filing.
Item 8.01. | Other Events. |
The press release announcing Mr. Clark’s appointment as President and as Chief Executive Officer, as well as Mr. Souza’s retirement, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
1 |
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits. |
99.1 | Press Release Otelco Inc., dated as of May 8, 2019 | |
99.2 | Investor Presentation |
2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Otelco Inc. | ||
Date: May 8, 2019 | By: | /s/ Curtis L. Garner, Jr. |
Curtis L. Garner, Jr. | ||
Chief Financial Officer |
Exhibit 99.1
News Release
Contact: | Curtis Garner |
Chief Financial Officer | |
Otelco Inc. | |
205-625-3580 | |
Curtis.Garner@Otelco.com |
Otelco Reports First Quarter 2019 Operational and Financial Results
Richard Clark Named President and Rob Souza to Retire at Year End
ONEONTA, Alabama (May 8, 2019) – Otelco Inc. (NASDAQ: OTEL), a wireline telecommunications services provider in Alabama, Maine, Massachusetts, Missouri, New Hampshire, Vermont and West Virginia, today announced operational and financial results for its first quarter ended March 31, 2019. Key operational and financial highlights for Otelco include:
· | Total revenues of $15.8 million. |
· | Operating income of $3.8 million. |
· | Net income of $2.3 million. |
· | Consolidated EBITDA (as defined below) of $6.4 million. |
· | Capital expenditures of $1.5 million. |
· | Scheduled principal payments of $1.1 million. |
FIRST QUARTER RESULTS
The Company reported revenue of $15.8 million, a 5.8% decrease from the first quarter 2018. Increased revenue from an expanded A-CAM offer in Missouri was more than offset by the continued loss of residential voice customers and competitive pressures on internet services. Net income increased 14.3% to $2.3 million in first quarter 2019, compared to $2.0 million in first quarter 2018.
Basic net income was $0.67 per share for first quarter 2019, compared to $0.59 per share in the same period of 2018. Consolidated EBITDA (as defined below) was $6.4 million for first quarter 2019, compared to $6.1 million for the same period in the previous year. An increase in the CoBank dividend of $0.4 million and lower costs and expenses of $0.8 million more than offset the decline in revenue, accounting for the improvement.
The Company made its scheduled $1.1 million principal payment on its credit agreement with CoBank in first quarter 2019 and elected to apply its 2018 voluntary prepayments against the annual Excess Cash Flow payment due in first quarter 2019. The funds will instead be used to support Otelco’s announced plans to increase capital expenditures in 2019, as the Company remains focused on its strategy of fiber deployment within its territory. During first quarter 2019, capital investment increased to $1.5 million, compared to $1.2 million in the same period of 2018.
NETWORK INVESTMENT
The Company’s multi-year plan to increase service speeds is expected to help reduce customer churn and stabilize revenues. In 2018, Otelco invested $8.0 million to grow its fiber distribution network and improve its support systems, including the $2.3 million invested during fourth quarter 2018. In 2019, fiber-to-the-premise (“FTTP”) will be the primary vehicle to increase data capacity for Otelco’s customers, with fiber-to-the-node (“FTTN”) and fixed wireless options being employed in more sparsely populated areas.
Otelco Reports First Quarter 2019 Results Page 2 May 8, 2019 |
BALANCE SHEET
At the end of first quarter 2019, the Company reported cash of $5.5 million, compared to $4.7 million from the end of 2018. The balance on its CoBank loan at the end of first quarter 2019 was $73.5 million, excluding loan origination costs. The Company adopted the new lease accounting requirements under ASU 2016-02, Leases (Topic 842) as of the beginning of 2019 and elected certain practical expedients available at adoption. Adopting the new standards had no impact on the Company’s income statement, but the changes are reflected on the balance sheet and cash flow statement.
As of March 31, 2019, the ratio of debt, net of cash, to Consolidated EBITDA was 2.63, reflecting the mandatory payments and voluntary prepayments made on the debt since its inception.
RICHARD CLARK NAMED PRESIDENT; NEW INDEPENDENT BOARD MEMBERS PROPOSED
The Company also announced today that Richard A. Clark has been appointed President of Otelco, reporting to Rob Souza, Chief Executive Officer of Otelco. Before joining Otelco, Clark was Executive Vice President and Chief Financial Officer of TVC Albany, Inc., headquartered in Albany, New York, and doing business as FirstLight Fiber. In addition, Rob Souza, Chief Executive Officer and a director of Otelco, has announced he will retire on December 31, 2019. Coincident with Souza’s retirement, Clark will assume the additional position of Chief Executive Officer and will be based in New Gloucester, Maine.
“When Richard joined Otelco as Chief Operating Officer in October of last year, he brought a wealth of varied business experience, including five years of telecom experience as Chief Financial Officer of FirstLight Fiber,” commented Souza. “Over the past seven months, Richard has focused on plant and network operations and will now expand his responsibilities to include marketing, sales, billing and regulatory functions. Richard has demonstrated great leadership in addressing the growth of our network, including developing a comprehensive plan to meet the objectives of our company and affirm our commitment to expand and enhance our delivery of broadband services. He understands our business and how best to apply the continued evolution of technology to meet customer and market requirements. Richard is well prepared to provide strategic guidance and direction to the operation of every aspect of our business.”
“I look forward to continuing the working relationships already established within Otelco in my new role,” commented Clark. “The telecommunication industry continues to experience rapid changes. Focusing our resources on enhancing broadband services will be a primary objective of the Company. High-speed data is a necessity for both consumers and businesses alike and meeting the broadband needs of our customers is a key component of our company’s future.”
The Company has proposed to the shareholders the appointment of two new directors for its Board. Barbara Dondiego-Steward and Dayton Judd will join the Board as independent directors, subject to completion of the annual meeting of shareholders tomorrow.
FIRST QUARTER EARNINGS CONFERENCE CALL
Otelco has scheduled a conference call, which will be broadcast live over the internet, on Thursday, May 9, 2019, at 11:20 a.m. (Eastern Time). To participate in the call, participants should dial (856) 344-9221 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.Otelco.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.Otelco.com for 30 days. A two-week telephonic replay may also be accessed by calling (719) 457-0820 and entering the Confirmation Code 7401843.
Otelco Reports First Quarter 2019 Results Page 3 May 8, 2019 |
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. Otelco is among the top 20 largest local exchange carriers in the United States. Otelco operates eleven incumbent telephone companies serving rural markets, or rural local exchange carriers. It also provides competitive retail and wholesale communications services and technology consulting, managed services and private/hybrid cloud hosting services through several subsidiaries. For more information, visit the Company’s website at www.Otelco.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. The Company assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
Otelco Reports First Quarter 2019 Results Page 4 May 8, 2019 |
OTELCO INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share par value and share amounts)
(unaudited with the exception of December 31, 2018 being audited)
March 31, | December 31, | |||||||
2019 | 2018 | |||||||
Assets | ||||||||
Current assets | ||||||||
Cash and cash equivalents | $ | 5,478 | $ | 4,657 | ||||
Accounts receivable: | ||||||||
Due from subscribers, net of allowance for doubtful accounts of $539 and $577, respectively | 3,931 | 4,183 | ||||||
Other | 2,044 | 1,899 | ||||||
Materials and supplies | 3,636 | 2,802 | ||||||
Prepaid expenses | 1,167 | 1,198 | ||||||
Other assets | 251 | - | ||||||
Total current assets | 16,507 | 14,739 | ||||||
Property and equipment, net | 51,795 | 52,073 | ||||||
Goodwill | 44,976 | 44,976 | ||||||
Intangible assets, net | 820 | 919 | ||||||
Operating lease right-of-use asset | 981 | - | ||||||
Investments | 1,492 | 1,498 | ||||||
Interest rate cap | - | 4 | ||||||
Other assets | 245 | 143 | ||||||
Total assets | $ | 116,816 | $ | 114,352 | ||||
Liabilities and Stockholders' Equity | ||||||||
Current liabilities | ||||||||
Accounts payable | $ | 1,248 | $ | 1,331 | ||||
Accrued expenses | 5,517 | 5,054 | ||||||
Advance billings and payments | 1,568 | 1,614 | ||||||
Customer deposits | 49 | 48 | ||||||
Current operating lease liability | 339 | - | ||||||
Current maturity of long-term notes payable, net of debt issuance cost | 3,909 | 3,904 | ||||||
Total current liabilities | 12,630 | 11,951 | ||||||
Deferred income taxes | 20,145 | 20,145 | ||||||
Advance billings and payments | 2,187 | 2,234 | ||||||
Other liabilities | 19 | 13 | ||||||
Long-term operating lease liability | 642 | - | ||||||
Long-term notes payable, less current maturities and debt issuance cost | 68,122 | 69,107 | ||||||
Total liabilities | 103,745 | 103,450 | ||||||
Stockholders' equity | ||||||||
Class A Common Stock, $.01 par value-authorized 10,000,000 shares; issued and outstanding 3,410,936 and 3,388,624 shares, respectively | 34 | 34 | ||||||
Additional paid in capital | 4,101 | 4,213 | ||||||
Retained earnings | 8,936 | 6,655 | ||||||
Total stockholders' equity | 13,071 | 10,902 | ||||||
Total liabilities and stockholders' equity | $ | 116,816 | $ | 114,352 | ||||
Otelco Reports First Quarter 2019 Results Page 5 May 8, 2019 |
OTELCO INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share amounts)
(unaudited)
Three Months Ended March 31, | ||||||||
2019 | 2018 | |||||||
Revenues | $ | 15,755 | $ | 16,726 | ||||
Operating expenses | ||||||||
Cost of services | 7,602 | 7,965 | ||||||
Selling, general and administrative expenses | 2,473 | 2,881 | ||||||
Depreciation and amortization | 1,917 | 1,819 | ||||||
Total operating expenses | 11,992 | 12,665 | ||||||
Income from operations | 3,763 | 4,061 | ||||||
Other income (expense) | ||||||||
Interest expense | (1,366 | ) | (1,459 | ) | ||||
Other income | 594 | 168 | ||||||
Total other expense | (772 | ) | (1,291 | ) | ||||
Income before income tax expense | 2,991 | 2,770 | ||||||
Income tax expense | (710 | ) | (774 | ) | ||||
Net income | $ | 2,281 | $ | 1,996 | ||||
Weighted average number of common shares outstanding: | ||||||||
Basic | 3,410,936 | 3,388,624 | ||||||
Diluted | 3,431,229 | 3,420,181 | ||||||
Basic net income per common share | $ | 0.67 | $ | 0.59 | ||||
Diluted net income per common share | $ | 0.66 | $ | 0.58 | ||||
Otelco Reports First Quarter 2019 Results Page 6 May 8, 2019 |
OTELCO INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Three Months Ended March 31, | |||||||||
2019 | 2018 | ||||||||
Cash flows from operating activities: | |||||||||
Net income | $ | 2,281 | $ | 1,996 | |||||
Adjustments to reconcile net income to cash flows provided by operating activities: | |||||||||
Depreciation | 1,838 | 1,735 | |||||||
Amortization | 79 | 84 | |||||||
Amortization of loan costs | 117 | 121 | |||||||
Non-cash lease amortization | 92 | - | |||||||
Provision for uncollectible accounts receivable | 43 | 85 | |||||||
Stock-based compensation | 71 | 71 | |||||||
Changes in operating assets and liabilities | |||||||||
Accounts receivable | (187 | ) | 257 | ||||||
Materials and supplies | (834 | ) | (309 | ) | |||||
Prepaid expenses and other assets | (71 | ) | 1,683 | ||||||
Accounts payable and accrued expenses | 380 | (324 | ) | ||||||
Advance billings and payments | (93 | ) | (88 | ) | |||||
Other liabilities | (86 | ) | 1 | ||||||
Net cash from operating activities | 3,630 | 5,312 | |||||||
Cash flows used in investing activities: | |||||||||
Acquisition and construction of property and equipment | (1,533 | ) | (1,175 | ) | |||||
Net cash used in investing activities | (1,533 | ) | (1,175 | ) | |||||
Cash flows used in financing activities: | |||||||||
Loan origination costs | (10 | ) | (37 | ) | |||||
Principal repayment of long-term notes payable | (1,087 | ) | (1,087 | ) | |||||
Interest rate cap | 4 | (34 | ) | ||||||
Retirement of CoBank equity | - | 119 | |||||||
Tax withholdings paid on behalf of employees for restricted stock units | (183 | ) | (380 | ) | |||||
Net cash used in financing activities | (1,276 | ) | (1,419 | ) | |||||
Net increase in cash and cash equivalents | 821 | 2,718 | |||||||
Cash and cash equivalents, beginning of period | 4,657 | 3,570 | |||||||
Cash and cash equivalents, end of period | $ | 5,478 | $ | 6,288 | |||||
Supplemental disclosures of cash flow information: | |||||||||
Interest paid | $ | 1,238 | $ | 1,337 | |||||
Income taxes refund | $ | - | $ | (1,000 | ) |
Otelco Reports First Quarter 2019 Results Page 7 May 8, 2019 |
CONSOLIDATED EBITDA – Consolidated EBITDA is defined as consolidated net income plus consolidated net interest expense, depreciation and amortization, income taxes and certain other fees, expenses and non-cash charges reducing consolidated net income. Consolidated EBITDA is a supplemental measure of the Company’s performance that is not required by, or presented in accordance with, accounting principles generally accepted in the United States (“GAAP”). Consolidated EBITDA corresponds to the definition of Consolidated EBITDA in the Company’s credit facility. The lenders under the Company’s credit facility utilize this measure to determine compliance with credit facility requirements. The Company uses Consolidated EBITDA as an operational performance measurement to focus attention on the operational generation of cash, which is used for reinvestment into the business; to repay its debt and to pay interest on its debt; to pay income taxes; and for other corporate requirements. The Company reports Consolidated EBITDA to allow current and potential investors to understand this performance metric and because the Company believes that it provides current and potential investors with helpful information with respect to the Company’s operating performance. However, Consolidated EBITDA 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 Consolidated EBITDA may not be comparable to similarly titled measures used by other companies.
Reconciliation of Consolidated EBITDA to Net Income | ||||||||||||
Twelve Months | ||||||||||||
Three Months Ended March 31, | Ended March 31, | |||||||||||
2019 | 2018 | 2019 | ||||||||||
Net income | $ | 2,281 | $ | 1,996 | $ | 9,572 | ||||||
Add: Depreciation | 1,838 | 1,735 | 7,009 | |||||||||
Interest expense less interest income | 1,249 | 1,337 | 5,279 | |||||||||
Interest expense - amortized loan cost | 117 | 121 | 472 | |||||||||
Income tax expense | 710 | 774 | 2,861 | |||||||||
Amortization - intangibles | 79 | 84 | 321 | |||||||||
Loan fees | 17 | 19 | 72 | |||||||||
Stock-based compensation (senior management) | 71 | 71 | 308 | |||||||||
Consolidated EBITDA | $ | 6,362 | $ | 6,137 | $ | 25,894 | ||||||
LEVERAGE RATIO – The Company uses the ratio of debt, net of cash, to Consolidated EBITDA for the last twelve months as an operational performance measurement of Otelco’s leverage. 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 highlights 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 the Leverage ratio as of March 31, 2019.
Ratio of Debt, Net of Cash, to Consolidated EBITDA | ||||
as of March 31, 2019 | ||||
($000) |
Notes payable | $ | 72,031 | ||
Debt issuance costs | 1,444 | |||
Notes outstanding | $ | 73,475 | ||
Less cash | (5,478 | ) | ||
Notes outstanding, net of cash | $ | 67,997 | ||
Consolidated EBITDA for the | ||||
last twelve months | $ | 25,894 | ||
Total Leverage ratio, net of cash | 2.63 | |||
Exhibit 99.2
OTELCO INC. OTEL (Nasdaq) www.otelco.com May 2019 1
2 This presentation contains forward - looking statements that are subject to risks and uncertainties . Forward - looking statements give our current expectations relating to our financial condition, results of operations, plans, objectives, future performance and business . These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events . These forward - looking statements are based on assumptions that we have made in light of our experience in the industry in which we operate, as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances . Although we believe that these forward - looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual financial condition or results of operations, or cause our actual results to differ materially from those in the forward - looking statements
3 Diverse Customer Base Residential Enterprise Carrier Institutional/Higher Ed Municipal Government Eleven RLECs in 6 states CLEC in ME, MA, NH & VT Service Footprint
4 1998 - 2003 Company Established Acquired 4 Alabama RLECs 2004 - 2006 Initial Public Offering of IDS units (OTT:AMEX) Acquired Mid - Missouri RLEC & ISP Acquired Mid - Maine RLEC and CLEC 2007 - 2010 Issued 3 Million IDS units Acquired 4 RLECs, 2 CLEC properties in MA, ME, NH and WV Class B conversion to IDS units 2011 - 2014 Acquired Shoreham, VT RLEC IDS units extinguished; new Class A shares issued ( OTEL:Nasdaq ) Initiated Cloud Hosting and Managed Services 2015 - Present 10 RLEC companies accept A - CAM funding in 5 states Conversion to consolidated billing and operations systems Refinanced debt with 5 year CoBank loan 2018 onward Continued debt reduction Expand construction of Fiber to the Premise/Node (FTTP/N) Local Service Long Distance Network Access High - speed Internet OFFERING: Carrier Ethernet Cable Television Home Security Cloud Hosting and Managed Services Company Timeline
5 Management Team Experience Summary Highlights Rob Souza Chief Executive O fficer 40+ Years Appointed CEO of Otelco in December of 2014 Previously served as SVP and General Manager for Otelco’s New England Division President of Country Road Communications (CRC) from 2001 to 2008 Richard Clark President and Chief Operating Officer 7 + Years Appointed President in May 2019 Joined Otelco in October 2018 as COO Previously served as Executive VP and CFO at FirstLight Fiber Held various financial and operating roles during career Curtis Garner Chief Financial Officer 40+ Years Served as Chief Financial Officer since February 2004 Chief Administrative Officer of the Voice - Com division at Ptek Holdings (Premiere Global) CFO of the Southern and Southwestern Regions of AT&T Consumer Long Distance business Dennis Andrews Senior Vice President Billing, CABS / Revenue Assurance and Human Resources 35+ Years Served as General Manager in Alabama since August 2007 Previously served as VP – Regulatory Affairs and GM – Blountsville Telephone Prior to joining Otelco, served 21 years at Brindlee Mountain Trevor Jones Vice President Sales, Marketing and Customer Service 20+ Years Previously served as Vice President of Business Development and Director of Sales and Marketing at Great Works Internet Previously served as Director of Sales and Marketing at Country Road Communications Trina Bragdon General Council 25+ Years Served as General Council since 2013 Served as Director of Legal and Regulatory Affairs 2009 - 2013 Previously served as Hearing Examiner for the Maine PUC and Litigation Associate at Saul, Ewing. Management Team
6 28,000+ ILEC Customers Both Business and Residential MILLION 2018 revenue $51 million in RLEC $15 million in CLEC $66+ SERVICE FOOTPRINT 11 RLECS across 6 states and CLEC serving 3 states MILLION 2018 EBITDA $25+ EMPLOYEES With 18 office facilities across 6 states 204 CLEC BUSINESS CUSTOMERS Across critical industries 2,000+ Otelco At - a - Glance
7 2,204 Mile Fiber Network 1,544 Transport, 660 Distribution 56 Cell Towers Served 5,600 Mile Copper Network Network Footprint RLEC (BLUE) CLEC (YELLOW) Missouri New England Alabama West Virginia
8 Summary Core Products RLEC CLEC Otelco offers its SMB and Enterprise customer base a comprehensive portfolio of advanced Voice and Data telecommunications services, as well as a suite of Cloud Hosted and Managed Services . Hosted PBX x x Business Telephony x x High - Speed Data & Internet x x Wide Area Networking (WAN) x x Colocation x Cloud Computing x x Otelco’s Residential segment provides profitable Voice, Internet, Security and video services ¹ to communities in Alabama, Maine, Massachusetts, Missouri , Vermont and West Virginia . High - Speed Internet x x Telephony Services x x Home Automation and Security x Cable and IP TV ¹ x Otelco delivers a full suite of carrier - grade connectivity and colocation products to its Carrier and Wholesale customers, including Internet Service Providers (ISP), Wireless ISP and Managed Services Providers . Access x x Cell Tower Backhaul x x Carrier Internet x Colocation x LAN/WAN x SIP Trunking x TDM Services x x Business Residential Carrier/ Wholesale (1) Video services currently available in Alabama and Vermont Full Product Suite Otelco offers a full suite of advanced telecommunication services to meet the voice, data and connectivity needs of its customers. The Company’s product suite provides comprehensive solutions for the entirety of its business, residential and carrier/wholesale customers’ communications needs including hosted voice, high - bandwidth connectivity and access services.
9 Otelco Network Summary New England CLEC Missouri RLEC New England RLEC Alabama RLEC Switching Facilities Remote Switches 31 Colos 89 107 75 Video Nodes - - - 46 Wireless Internet Access Points - 156 - - Total Fiber Route Miles 1,259 473 430 1,058 Owned Fiber Route Miles 243 473 430 1,058 Transport Fiber Route Miles 243 457 365 479 Distribution Fiber Route Miles - 16 65 579 IRU Fiber Route Miles 235 - - - Leased Fiber Route Miles 781 - - - Copper Route Miles - 1,010 1,501 3,119 1) Figures as of January 2019 Network Summary
10 0% 5% 10% 15% 20% 25% 30% 35% 40% Local Services Network Access Internet Transport Services Cable Television Managed Services 2018 2015 Diverse and Stable Revenue Mix
11 Competitive Landscape Incumbents Cable MSOs • Otelco’s competition within its markets ranges from multiple incumbent carriers to Cable MSOs with in - region franchises to competitive communications providers . • Consolidation in the telecom sector over the past few years has significantly shrunk the universe of Otelco’s competitors, especially in the Northeast, with the completed acquisitions of FirstLight , Oxford Networks and Sovernet by Oak Hill Capital . • Competition from cable, electric utilities and wireless substitution continues to impact the residential wireline voice market . While Otelco is not immune to these trends, the Company had added additional services such as security and home automation along with Over - The - Top programming to provide robust offerings for its residential market . In addition, Otelco’s new and expanding fiber network gives Otelco a speed and reliability advantage within the Company’s footprint . • Otelco experiences limited competitive threats in the rural areas it operates in from new entrants . The demographic characteristics of rural telecommunications markets generally require significant capital investment to offer competitive wireline telephone services with low potential revenues . Meanwhile, participation in A - CAM has resulted in Otelco’s ability to improve and expand the Company’s wireline network with miles of new fiber optics ; both in A - CAM eligible regions, and areas passed in order to reach A - CAM regions . As a result, Otelco faces a lesser threat of new significant wireline and wireless competition in rural markets . Wireless
12 Alternative Connect America Model (A - CAM) Election • In March 2016 FCC adopted A - CAM USF plan for Rate - of - Return carriers. • A - CAM offers voluntary, 10 - year fixed support effective January 1, 2017, extended to 2028 on January 1, 2019 • Promotes broadband build - out in rural America • Replaces legacy High - Cost Loop Support (HCLS) & Interstate Common Line Support (ICLS) mechanisms • Carriers must deliver 25/3 Mbps service to locations in non - competitive, eligible census blocks – A - CAM census blocks represent approximately 19% of targeted market. – A - CAM census blocks represent approximately 34% of copper route miles • Non A - CAM carriers remain on a cost - based USF (Vermont). *Includes Transitional Support Payments **USF in Maine and Vermont, Transitional Support in Alabama ***Connect America Funds and CAF BLS A-CAM FUNDING* $8,110 STATE UNIVERSAL FUNDS** $1,185 OTHER FEDERAL USF*** $6,506 Total $15,802 2018 Funding (000)
13 $6.35 $13.35 $16.15 $16.70 $4.00 $6.00 $8.00 $10.00 $12.00 $14.00 $16.00 $18.00 12/31/2016 12/31/2017 12/31/2018 3/31/2019 Stock Price CoBank Debt Agreement Nov 17 158% increase 2016 to Q1 2019 Stock Performance
14 Debt Agreement • Debt facility with CoBank through November 2022 • $87.0 million term loan • $20.0 million accordion feature and $5.0 million revolver • Loan balance reduced over $11.4 million in 2018 • Current loan balance $73.5 million at March 31, 2019 • Scheduled principal amortization of $4.4 million in 2019 • Current interest rate of 4.25% plus Libor • Covenant targets that allow for further decrease in rate
15 HISTORY • 2015 effective rate of 39.8% • 2016 effective rate of 41.5% • 2017 effective rate of 34.88%* TAX ACT • Lowered corporate tax rate to 21% • Extension of bonus depreciation • Expensing of capex to 2023 IMPACT • Effective rate of 23.9% in 2018 • Estimated cash tax savings of $2.1 million for 2018 Tax Cuts and Jobs Act Impact *Tax Act reduced tax liability, resulting in tax benefit of $7.9m
16 3.90 3.38 3.48 3.11 2.90 70,000 75,000 80,000 85,000 90,000 95,000 100,000 105,000 110,000 2014 2015 2016 2017 2018 Notes Outstanding (000) Leverage Ratio See appendix for reconciliation to GAAP measures
17 Execute on A - CAM FTTP/N Projects Realize Efficiencies of Consolidated Billing and Operations Optimize Key Strategies Deploy Capital Effectively Operational Objectives
18 Current Status • 10 eligible RLECs opted for A - CAM funding (VT not Eligible) • Will continue to receive funding through 2028 • Building to current and new customers in all regions • Able to meet some obligations with current DSL network • Secured additional funding through CAF II auction; will build to additional locations in Massachusetts Expected Impact • Increase revenue per customer • 12 years of predictable cash flows • Meet 25/3mbps speed obligations at approximately 6,000 locations by end of 2020, deploying FTTP/N and VDSL • Ultimately pass 12,500 locations in A - CAM census blocks Execute on A - CAM Obligations Operational Objectives
19 • NISC (National Information Systems Cooperative) software package • Consolidates Otelco billing across all regions and companies Billing Conversion • Carrier billing completed • End - user billing completed • Completion of digitized mapping integration in 2019 • Over $750k in cost avoidance and operational efficiencies have been realized OTELCO: Current Status • Improved reporting and controls • Access to improved marketing and sales tools • Foundation to absorb growth efficiently Expected Impact Operational Objectives Realize Efficiencies of Consolidated Billing and Operations
20 Strategic capex • Investigate and implement lower cost methods to meet A - CAM obligations • Build fiber outside of A - CAM territories to expand fiber network Manage debt • Closely maintain leverage and debt covenants Invest in strategic M&A • Opportunities for partnerships and growth Deploy Capital Effectively • Expand service areas served by fiber to increase service levels and reduce churn with the goal of stabilizing revenues over a multi - year period • Strategically utilize capital to expand fiber network • Capital expenditures increasing from $6.0 million (2014) to over $9.0 million (2019) Operational Objectives
21 Capture New Revenue with Fiber Offerings Market aggressively in new fiber footprints Evolve product lines Price competitively Upsell fiber to existing customers Collaborate on Municipal Broadband Projects Identify municipalities that are overlooked and underserved Develop customized solution to solve problem Execute and deliver cost effectively Effectively Manage Expenses Operating expenses reduced 11.6% from 2014 to 2018 Continue to manage operational efficiency Network optimization Optimize Key Strategies • Stabilize revenue • Manage expenses • Optimize use of A - CAM funding • Expand FTTP/N Operational Objectives
22 • Entire network being mapped with locations geocoded to gain information – Market size – Current customer penetration rates – Estimated costs to build fiber in entire market – Competition assessment by region – Identify areas with highest ROI potential • Expected completion will allow Company to develop fiber deployment plan and estimate capital costs – Estimated costs to build fiber on existing copper network ranges from $15,000 to $18,000 per mile – Estimated costs to build fiber where existing copper network is not available ranges from $25,000 to $35,000 per mile assuming aerial fiber deployment • Next phase of B/OSS system enhancements includes obtaining and utilizing the system for mapping integration 2019 Operational Initiatives
23 APPENDIX
24 Appendix: Select Financial Information ($000) 2018 revenue includes A - CAM support revision, FCC revision of CAF - BLS funding Year End Results 2018 2017 2016 2015 2014 Operating Revenues 66,068$ 68,526$ 68,944$ 71,102$ 73,870$ Operating Expenses (COGS and SG&A) (41,042) (41,542) (42,109) (42,969) (46,429) Depreciation and Amortization (7,232) (7,377) (8,023) (8,878) (10,583) Operating Income 17,793 19,607 18,813 19,255 16,858 Interest Expense (5,844) (13,250) (10,634) (7,894) (8,854) Other Income 263 204 624 1,067 210 Loss on Debt Prepayment Penalty - (2,303) 0 0 0 Income Before Taxes 12,212 4,259 8,803 12,428 8,214 Provision For income taxes (2,745) 7,856 (3,658) (4,944) (3,185) Net Income 9,467 12,115 5,146 7,484 5,029 Add Amortization 326 376 885 1,200 1,643 Depreciation 6,906 7,001 7,137 7,678 8,941 Income Tax Expense 2,745 (7,856) 3,658 4,944 3,185 Interest Expense 5,843 13,249 10,633 7,894 8,854 Loan Fees 74 2,447 204 25 25 Stock Compensation 308 308 416 370 1,067 Consolidated EBITDA 25,670$ 27,640$ 28,078$ 29,596$ 28,744$
25 Appendix: Leverage Ratio ($000) 2,018 2017 2016 2015 2014 Net income 9,467$ 12,115$ 5,146$ 7,484$ 5,029$ Amortization 326 376 885 1,200 1,643 Depreciation 6,906 7,001 7,137 7,678 8,941 Income tax expense 2,745 (7,856) 3,658 4,944 3,185 Interest expense 5,843 13,249 10,633 7,894 8,854 Loan fees 74 2,447 204 25 25 Stock compensation 308 308 416 370 1,067 Consolidated EBITDA 25,670$ 27,640$ 28,078$ 29,596$ 28,744$ Senior notes payable 70,213$ 74,563$ 74,875$ 97,052$ 105,470$ Current portion LT debt 4,350 11,350 7,125 3,000 6,665 Senior notes outstanding 74,563 85,913 82,000 100,052 112,135 Subordinated notes payable - - 15,573 - - Subordinated notes outstanding - - 15,573 - - Notes outstanding 74,563$ 85,913$ 97,573$ 100,052$ 112,135$ Leverage 2.90 3.11 3.48 3.38 3.90
26 Appendix: Select Financial Information ($000) Year End Results 2018 2017 2016 2015 2014 Operating Revenues 66,068$ 68,526$ 68,944$ 71,102$ 73,870$ Operating Expenses (COGS and SG&A) (41,042) (41,542) (42,109) (42,969) (46,429) % Revenue 62% 61% 61% 60% 63% Consolidated EBITDA 25,670$ 27,640$ 28,078$ 29,596$ 28,744$ % Revenue 39% 40% 41% 42% 39%
27 Appendix: Select Financial Information (000) Year End Results 2018 2017 2016 2015 2014 EBITDA 25,670$ 27,640$ 28,078$ 29,596$ 28,744$ Capital Expenditures 7,983 8,511 6,890 6,612 6,015 Free Cash Flow 17,687$ 19,129$ 21,188$ 22,984$ 22,729$ Debt 74,563$ 85,913$ 97,573$ 100,052$ 112,135$ Cash 4,657 3,570 10,538 6,884 5,082 Net Debt 69,906$ 82,343$ 87,035$ 93,168$ 107,053$ Leverage Ratio (Debt/EBITDA) 2.90 3.11 3.48 3.38 3.90 Net Leverage Ratio (Net Debt/EBITDA) 2.72 2.98 3.10 3.15 3.72
28 FTTP/FTTN Projects in 2019
29 Total Locations Passed with Fiber Locations Passed = Ready for service installation via drop fiber. State Pre – 2017 2017 2018 TOTAL Fiber Customers Take Rate ME 187 221 373 781 231 30% AL 3,329 1,230 1,351 5,910 1,610 27% MO 51 221 92 364 189 52% VT - 188 - 188 56 30% TOTAL 3,567 1,860 1,816 7,243 2,086 29%
30 Otelco Fiber 03/31/2019 Locations Passed = Ready for service installation via drop fiber.
31 2019 Fiber Projects * Singing Cedar Fiber build is to provide optical support to the remote. State Project Mileage Locations Passed Alabama Jones Valley 45 442 Alabama Ryan 10 79 Alabama Strawberry 25 373 Maine Plymouth 24 400 Maine Burlington 3 50 Vermont Singing Cedar* 4 - Vermont West FTTP 6 75 TOTAL 117 1,419
32 2019 Fiber Projects Jones Valley & Ryan Alabama Strawberry
33 2019 Fiber Projects Plymouth Maine Burlington
34 2019 Fiber Projects Singing Cedar Vermont West FTTP/N
Glossary of Terms A - CAM Alternative Connect America Model B/OSS Business/Operations Support System CAF II Connect America Fund II CAF BLS Connect America Fund Broadband Loop Support CLEC Competitive Local Exchange Carrier FTTN Fiber to the Node (fiber to a remote office, allows for increased speed over existing copper network) FTTP Fiber to the Premise HCLS High Cost Loop Support ICLS Interstate Common Line Support ISP Internet Service Provider MSO Multiple System Operators RLEC Rural Local Exchange Carrier TSF Transitional Support Fund USF Universal Service Fund VDSL Very - high - bit - rate Digital Subscriber Line 35
OTELCO Inc. OTEL (Nasdaq) www.otelco.com 36