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TMCNet:  Otelco Reports Third Quarter 2012 Results

[November 06, 2012]

Otelco Reports Third Quarter 2012 Results

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 third quarter ended September 30, 2012. Key highlights for Otelco include:

  • Total revenues of $24.4 million for third quarter 2012.
  • Operating income of $6.5 million for third quarter 2012.
  • Adjusted EBITDA (as defined below) of $11.4 million for third quarter 2012.

"Third quarter results produced Adjusted EBITDA of $11.4 million, which represented a 5% increase over the second quarter of 2012 and a 2.5% increase over the same quarter in 2011," said Mike Weaver, President and Chief Executive Officer of Otelco. "The improvement in results from second to third quarter 2012 is primarily attributable to the cost and expense reductions that we instituted at the end of June. Our cash balance increased to $27.2 million, reflecting the growth in EBITDA, continued moderate capital investment in our business and the deferral of third quarter interest on our IDS debt.

"We continue to work with Time Warner Cable on a transition agreement that we expect will allow for the conversion of service to begin in January and be completed within six months," Weaver continued. "While the term of the agreement is currently expected to be for six months, the conversion of service from Otelco to Time Warner will likely be completed in a shorter time interval.

"We announced last quarter that we engaged Evercore Partners, an investment banking firm, to assist us in exploring our strategic alternatives to address the existing levels of debt and strengthen our balance sheet," added Weaver. "The Company is engaged in negotiations with the lenders under its senior credit facility with respect to a potential balance sheet restructuring. In addition, on October 5, 2012, the Company retained restructuring counsel to aid in this process. Together with its advisors, the Company will evaluate its alternatives."

"In order to continue to conserve cash, the board of directors has exercised its contractual right under the indenture governing our senior subordinated notes to defer interest on the senior subordinated notes for fourth quarter 2012. Under the indenture, the board is permitted to defer interest on up to four occasions with respect to up to two quarters per occasion before resuming interest payments, including interest on the deferred interest. The deferral of the interest for fourth quarter will conserve $3.5 million cash.

"While we are pursuing the balance sheet restructuring options, our operations teams continue to introduce new products, enhance existing services and focus on cost reductions and cash conservation," continued Weaver. "In Alabama, our new offering of security services to residential and business customers has been well received. In addition, the fiber installation is complete to all but two of the county school systems in Blount County (AL) in the ten school contract. We sold our first Hosted PBX system in Western Massachusetts and continue to grow this product in New Hampshire and Maine. Our Missouri operations have plans for two more locations to introduce our wireless Internet offering. Creative negotiations and transport will further reduce our long distance costs for the service we provide our customers.

"We will continue to review our operations and cost structure, making every effort to improve efficiency and further reduce costs," concluded Weaver. "Modest price increases have been implemented or are planned where allowed by regulatory agencies, existing contractual obligations and market conditions."



Third Quarter 2012 Financial Summary
(Dollars in thousands, except per share amounts)
(Unaudited)
Three Months Ended September 30, Change
2011 2012 Amount Percent
Revenues $ 25,303 $ 24,428 $ (875 ) (3.5 ) %
Operating income $ 6,124 $ 6,487 $ 363 5.9 %
Interest expense $ (6,222 ) $ (5,674 ) $ 548 (8.8 ) %
Net income available to stockholders $ 885 $ 316 $ (569 ) (64.3 ) %
Basic net income per share $ 0.07 $ 0.02 $ (0.05 ) (71.4 ) %
Adjusted EBITDA(a) $ 11,094 $ 11,369 $ 275 2.5 %
Capital expenditures $ 2,097 $ 851 $ (1,246 ) (59.4 ) %
Nine Months Ended September 30, Change
2011 2012 Amount Percent
Revenues $ 76,196 $ 74,516 $ (1,680 ) (2.2 ) %
Operating income (loss) $ 18,771 $ (134,957 ) $ (153,728 ) *
Interest expense $ (18,592 ) $ (17,162 ) $ (1,430 ) (7.7 ) %
Net income (loss) available to stockholders $ 2,173 $ (126,876 ) $ (129,049 ) *
Basic net income (loss) per share $ 0.16 $ (9.60 ) $ (9.76 ) *
Adjusted EBITDA(a) $ 34,393 $ 33,659 $ (734 ) (2.1 ) %
Capital expenditures $ 8,448 $ 3,396 $ (5,052 ) (59.8 ) %
* Not a meaningful calculation

Reconciliation of Adjusted EBITDA(a) to Net Income (Loss)

Three Months Ended September 30, Nine Months Ended September 30,
2011 2012 2011 2012
Net income (loss) $ 885 $ 316 $ 2,173 $ (126,876 )
Add: Depreciation 2,922 2,467 8,751 7,942
Interest expense - net of premium 5,880 5,332 17,566 16,136
Interest expense - amortize loan cost 342 342 1,026 1,026
Income tax expense (benefit) (323 ) 498 36 (24,690 )
Change in fair value of derivatives (654 ) - (1,641 ) (241 )
Loan fees 19 19 57 57
Amortization - intangibles 2,023 2,147 6,425 7,076
Goodwill impairment - (344 ) - 143,654
Impairment of long-lived assets - - - 8,622
Restructuring expense - 592 - 953
Adjusted EBITDA $ 11,094 $ 11,369 $ 34,393 $ 33,659

(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 ?�?

(Unaudited) � � � � � � Quarterly % Change December 31, March 31, June 30, September 30, from 2010 2011 2012 2012 2012 June 30, 2012 Otelco access line equivalents(1) 99,639 102,378 101,885 101,184 100,195 (1.0 ) % � RLEC and other services: Voice access lines 45,461 46,202 45,200 44,546 43,816 (1.6 ) % Data access lines � 20,852 � 22,904 � 23,105 � 23,156 � 22,977 (0.8 ) % Access line equivalents(1) 66,313 69,106 68,305 67,702 66,793 (1.3 ) % Cable television customers 4,227 4,201 4,216 4,163 4,181 0.4 % Satellite television customers 125 226 229 231 232 0.4 % Additional internet customers 6,975 5,414 5,159 4,896 4,690 (4.2 ) % RLEC dial-up 393 301 273 248 211 (14.9 ) % Other dial-up 4,300 2,797 2,501 2,266 2,083 (8.1 ) % Other data lines 2,282 2,316 2,385 2,382 2,396 0.6 % � CLEC: Voice access lines 29,944 30,189 30,476 30,355 30,341 (0.0 ) % Data access lines � 3,382 � 3,082 � 3,104 � 3,127 � 3,061 (2.1 ) % Access line equivalents(1) 33,326 33,271 33,580 33,482 33,402 (0.2 ) % Wholesale network connections(3) 149,043 157,144 159,560 161,766 162,700 0.6 % � For the Years Ended For the Three Months Ended December 31, March 31, June 30, September 30, 2010 2011 2012 2012 2012 Total Revenues (in millions): $ 104.4 $ 101.8 $ 25.4 $ 24.7 $ 24.4 RLEC $ 58.4 $ 57.4 $ 14.2 $ 14.1 $ 13.6 CLEC $ 46.0 $ 44.4 $ 11.2 $ 10.6 $ 10.8 �

(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 STC 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 THIRD QUARTER 2012:

All financial information includes the acquisition of Shoreham Telephone Company Inc. ("Shoreham") on and as of October 14, 2011.

Revenues

Total revenues decreased 3.5% in the three months ended September 30, 2012, to $24.4 million from $25.3 million in the three months ended September 30, 2011. The addition of Shoreham was more than offset by declines from the traditional loss of RLEC voice access line related revenues and the impact of the FCC's ICC order. The table below provides the components of our revenues for the three months ended September 30, 2012 compared to the same period of 2011.

� � � � � � � � � � � � � Three Months Ended September 30, Change 2011 2012 Amount Percent (dollars in thousands) Local services $ 11,715 $ 11,003 $ (712 ) (6.1 ) % Network access 8,048 7,500 (548 ) (6.8 ) Cable television 770 788 18 2.3 Internet 3,442 3,682 240 7.0 Transport services � 1,328 � 1,455 � 127 � 9.6 Total $ 25,303 $ 24,428 $ (875 ) (3.5 ) �

Local services revenue decreased 6.1% in the quarter ended September 30, 2012 to $11.0 million from $11.7 million in the quarter ended September 30, 2011. Shoreham added $0.2 million and Hosted PBX and wholesale network connection revenue in our CLEC increased $0.2 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 on local service revenue in third quarter was a decrease of $0.9 million. The decline in RLEC voice access lines accounted for a decrease $0.2 million. Network access revenue decreased 6.8% in the third quarter 2012 to $7.5 million from $8.0 million in the quarter ended September 30, 2011. Shoreham added $0.3 million and special access added $0.2 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 $1.0 million. Cable television revenue in the three months ended September 30, 2012, increased 2.3% to remain at $0.8 million in the three months ended September 30, 2012 and 2011. Growth in IPTV subscribers, video on demand and the shift to high-definition packages in Alabama was offset by the decline in basic cable subscribers. Internet revenue for the third quarter 2012 increased 7.0% to $3.7 million from $3.4 million in the three months ended September 30, 2011. The growth was attributable to the Shoreham acquisition. Growth in other RLEC data lines was offset by the loss of dial-up subscribers outside of our service territory. Transport services revenue increased 9.6% to $1.5 million from $1.3 million in the quarter ended September 30, 2011 from growth in both wide area network and wholesale transport services.

Operating Expenses

Operating expenses in the three months ended September 30, 2012, decreased 6.5% to $17.9 million from $19.2 million in the three months ended September 30, 2011. Cost of services and products decreased 5.7% to $10.4 million in the quarter ended September 30, 2012, from $11.0 million in the quarter ended September 30, 2011. Shoreham added $0.3 million which was more than offset by reduced RLEC expenses, long distance costs and overhead expenses, including the reduction in employees implemented at the end of second quarter 2012. Selling, general and administrative expenses increased 1.9% to $3.3 million in the three months ended September 30, 2012, from $3.2 million in the three months ended September 30, 2011. Shoreham accounted for the additional $0.1 million and restructuring expenses accounted for an additional $0.6 million. These increases were mostly offset by lower operating costs, including the reduction in employees implemented at the end of second quarter 2012. Depreciation and amortization for third quarter 2012 decreased 6.7% to $4.6 million from $4.9 million in third quarter 2011. Shoreham accounted for an increase of $0.2 million. Amortization of intangible assets associated with the Country Road acquisition increased $0.2 million, reflecting the shorter remaining life of the Time Warner Cable contract. The depreciation of RLEC assets decreased by $0.7 million. There was a goodwill impairment decrease of $0.3 million in the three months ended September 30, 2012 compared to no impairment in the same period in 2011. With the completion of the 2011 income tax work, the deferred tax associated with the Shoreham acquisition was updated, reducing the amount of goodwill associated with the acquisition. In second quarter 2012, the review of goodwill and long-lived assets had already shown all of the New England reporting units' goodwill to be impaired resulting in the decrease in goodwill impairment.

Interest Expense

Interest expense decreased 8.8% to 5.7 million in the three months ended September 30, 2012, from $6.2 million in the quarter ended September 30, 2011. The decrease in interest expense was primarily driven by 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.

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 $0.7 million in third quarter 2011, accounting for the difference.

Adjusted EBITDA

Adjusted EBITDA for the three months ended September 30, 2012, was $11.4 million compared to $11.1�million for the same period in 2011 and $10.8 million in the second quarter of 2012. See financial tables for a reconciliation of Adjusted EBITDA to net income (loss).

Balance Sheet

As of September 30, 2012, the Company had cash and cash equivalents of $27.2 million compared to $12.4�million at the end of 2011. The second quarter distribution of $3.2 million in interest to our IDS shareowners, and $0.3 million in interest to our bond holders, occurred on July 2, 2012 as June 30, 2012 was a non-banking day. The third and fourth quarter interest to our IDS shareowners and bond holders has been deferred by the Board of Directors.

Capital Expenditures

Capital expenditures were $0.9 million for the quarter, reflecting continued investment in infrastructure and cost saving projects.

Third Quarter Earnings Conference Call

Otelco has scheduled a conference call, which will be broadcast live over the internet, on Wednesday, November�7, 2012, at 10:30 a.m. ET. To participate in the call, participants should dial (719)�325-2495 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 8646648.

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 100,000 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 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. 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, September 30, 2011 2012 Assets Current assets Cash and cash equivalents $ 12,393,792 $ 27,184,689 Accounts receivable:

Due from subscribers, net of allowance for doubtful accounts of $260,568 and $246,683, respectively

4,355,632 4,637,315 Unbilled receivables 2,183,465 2,068,608 Other 5,449,074 5,053,612 Materials and supplies 1,780,820 1,999,700 Prepaid expenses 1,328,475 1,505,162 Deferred income taxes � 726,310 � � 816,933 � Total current assets � 28,217,568 � � 43,266,019 � � Property and equipment, net 65,881,975 57,925,140 Goodwill 188,954,840 44,956,840 Intangible assets, net 20,545,691 8,278,909 Investments 1,943,805 1,924,672 Deferred financing costs 4,485,324 4,058,049 Deferred income taxes 7,454,443 7,575,073 Other assets � 240,667 � � 505,358 � Total assets $ 317,724,313 � $ 168,490,060 � � Liabilities and Stockholders' Deficit Current liabilities Accounts payable $ 1,490,717 $ 1,228,228 Accrued expenses 6,034,104 11,331,331 Advance billings and payments 1,590,689 1,566,957 Deferred income taxes 353,285 387,720 Customer deposits � 143,657 � � 119,027 � Total current liabilities � 9,612,452 � � 14,633,263 � Deferred income taxes 48,112,384 23,179,653 Interest rate swaps 241,438 - Advance billings and payments 615,584 801,921 Other liabilities 403,823 428,932 Long-term notes payable � 271,106,387 � � 271,020,389 � Total liabilities � 330,092,068 � � 310,064,158 � � 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 ) � (141,706,312 ) Total stockholders' deficit � (12,367,755 ) � (141,574,098 ) Total liabilities and stockholders' deficit $ 317,724,313 � $ 168,490,060 �

� � � � � � � � OTELCO INC. CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)Three Months Ended

September 30,

Nine Months Ended

September 30,

2011 2012 2011 2012 Revenues $ 25,302,747 $ 24,427,896 $ 76,195,806 $ 74,515,910 � Operating expenses Cost of services 10,985,814 10,360,737 32,762,538 32,038,028 Selling, general and administrative expenses 3,248,746 3,310,285 9,485,763 10,140,303 Depreciation and amortization 4,944,033 4,613,756 15,176,030 15,018,751 Long-lived assets impairment - PP&E - - - 2,874,000 Long-lived assets impairment - intangibles - - - 5,748,000 Goodwill impairment � - � � (344,256 ) � - � � 143,653,744 � Total operating expenses � 19,178,593 � � 17,940,522 � � 57,424,331 � � 209,472,826 � � Income (loss) from operations � 6,124,154 � � 6,487,374 � � 18,771,475 � � (134,956,916 ) � Other income (expense) Interest expense (6,222,487 ) (5,673,925 ) (18,591,790 ) (17,162,230 ) Change in fair value of derivatives 654,791 - 1,641,032 241,438 Other income � 6,189 � � 1,293 � � 388,686 � � 311,505 � Total other expenses � (5,561,507 ) � (5,672,632 ) � (16,562,072 ) � (16,609,287 ) � Income (loss) before income tax 562,647 814,742 2,209,403 (151,566,203 ) Income tax benefit (expense) � 322,815 � � (498,436 ) � (36,013 ) � 24,690,134 � � Net income (loss) available to common stockholders $ 885,462 � $ 316,306 � $ 2,173,390 � $ (126,876,069 ) � Common shares outstanding 13,221,404 13,221,404 13,221,404 13,221,404 � Net income (loss) per common share $ 0.07 $ 0.02 $ 0.16 $ (9.60 ) � Dividends declared per common share $ 0.18 $ - $ 0.53 $ 0.18

� � � � OTELCO INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) Nine Months Ended September 30, 2011 2012 Cash flows from operating activities: Net income (loss) $ 2,173,390 $ (126,876,069 ) Adjustments to reconcile net income (loss) to cash flows from operating activities: Depreciation 8,751,166 7,942,242 Amortization 6,424,864 7,076,507 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 (76,595 ) (85,998 ) Amortization of loan costs 1,026,072 1,026,072 Change in fair value of derivatives (1,641,032 ) (241,438 ) Provision for deferred income taxes - (24,765,293 ) Provision for uncollectible revenue 545,338 351,856 Changes in operating assets and liabilities; net of operating assets and liabilities acquired: Accounts receivables (1,654,102 ) (123,220 ) Material and supplies (182,086 ) (218,880 ) Prepaid expenses and other assets 111,735 (443,247 ) Accounts payable and accrued liabilities (17,338 ) 4,840,028 Advance billings and payments (141,154 ) 162,605 Other liabilities � 39,841 � � 195,186 � � Net cash from operating activities � 15,360,099 � � 21,116,095 � � Cash flows used in investing activities: Acquisition and construction of property and equipment � (8,448,004 ) � (3,396,129 ) � Net cash used in investing activities � (8,448,004 ) � (3,396,129 ) � Cash flows used in financing activities: Cash dividends paid (6,990,817 ) (2,330,272 ) Principal repayment of long-term debt (385,828 ) - Loan origination costs � - � � (598,797 ) � Net cash used in financing activities � (7,376,645 ) � (2,929,069 ) � Net (decrease) increase in cash and cash equivalents (464,550 ) 14,790,897 Cash and cash equivalents, beginning of period � 18,226,374 � � 12,393,792 � � Cash and cash equivalents, end of period $ 17,761,824 � $ 27,184,689 � � Supplemental disclosures of cash flow information: Interest paid $ 17,642,313 � $ 13,058,959 � � Income taxes paid $ 165,061 � $ 76,749 �


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