The accompanying notes are an integral part
of these condensed consolidated financial statements.
The accompanying notes are an integral part
of these condensed consolidated financial statements.
The accompanying notes are an integral part
of these condensed consolidated financial statements.
The accompanying notes are an integral part
of these condensed consolidated financial statements.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
March 31, 2020
(unaudited)
|
1.
|
Organization and Basis of Financial Reporting
|
Basis of Presentation and Principles of Consolidation
The condensed consolidated
financial statements include the accounts of Otelco Inc. (the “Company”) and its subsidiaries, all of which are either
directly or indirectly wholly owned. These include: Blountsville Telephone LLC; Brindlee Mountain Telephone LLC; CRC Communications
LLC; Granby Telephone LLC; Hopper Telecommunications LLC; Mid-Maine Telecom LLC; Mid-Maine TelPlus LLC; Otelco Mid-Missouri LLC
and its wholly owned subsidiary I-Land Internet Services LLC; Otelco Telecommunications LLC; Otelco Telephone LLC; Pine Tree Telephone
LLC; Saco River Telephone LLC; Shoreham Telephone LLC; and War Telephone LLC.
The accompanying condensed
consolidated financial statements include the accounts of the Company and all of the aforesaid subsidiaries after elimination of
all material intercompany balances and transactions. The unaudited operating results for the three months ended March 31, 2020,
are not necessarily indicative of the results that may be expected for the year ending December 31, 2020, or any other period.
The condensed consolidated
financial statements and notes included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated
financial statements and notes thereto in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.
The interim condensed consolidated financial information herein is unaudited, with the condensed consolidated balance sheet as
of December 31, 2019, being derived from the Company’s audited consolidated financial statements. The information reflects
all adjustments which are, in the opinion of management, necessary for a fair presentation of the financial position and results
of operations for the periods included in this report.
Certain items in prior
year’s condensed consolidated financial statements have been reclassified to conform with 2020 presentation.
COVID-19
A novel strain of coronavirus
(COVID-19) was first identified in December 2019, and subsequently declared a global pandemic by the World Health Organization
on March 11, 2020. As a result of the outbreak, many companies have experienced disruptions in their operations and in markets
served. The Company has instated some and may take additional temporary precautionary measures intended to help ensure the well-being
of its employees and minimize business disruption. The Company considered the impact of COVID-19 on the assumptions and estimates
used and determined that there were no material adverse impacts on the Company’s results of operations and financial position
at March 31, 2020. The full extent of the future impacts of COVID-19 on the Company’s operations is uncertain. A prolonged
outbreak could have a material adverse impact on financial results and business operations of the Company, including the timing
and ability of the Company to collect accounts receivable and procure materials and supplies.
CARES Act
The Coronavirus Aid,
Relief and Economic Security Act (the “CARES Act”) was enacted on March 27, 2020. There are several different provisions
with the CARES Act that impact income taxes for corporations. While the Company continues to evaluate the tax implications, it
believes these provisions will not have a material impact to the financial statements.
Additionally, the Company
has applied for, and has received, funds under the Paycheck Protection Program (the “PPP Loan”) after the period covered
in these financial statements in the amount of $2,975,000. The receipt of these funds, and the forgiveness of the loan attendant
to these funds, is dependent on the Company having initially qualified for the loan and qualifying for the forgiveness of such
loan based on its future adherence to the forgiveness criteria.
The PPP Loan has a
two-year term and bears interest at a rate of 1.0% per annum. Monthly principal and interest payments are deferred for six months
after the date of disbursement. The PPP Loan may be prepaid at any time prior to maturity with no prepayment penalties. The promissory
note contains events of default and other provisions customary for a loan of this type.
The PPP Loan is being
used to retain Otelco’s employees and allow them to be able to continue to provide essential telecommunications and data
services for its customers. The COVID-19 pandemic has made these services critical to customers as they work and live under physical
separation and quarantine. Given the direction from the FCC and state public utilities commissions, the Company made available
free or discounted services to families who receive other governmental assistance and has delayed service disconnection for non-payment
where families and businesses are experiencing COVID-19 financial impacts. Consent of the agent and Required Lenders (as defined
in the Credit Facility) under the Credit Facility was obtained in connection with the incurrence of the PPP Loan.
Recently Adopted Accounting Pronouncements
In February 2016, the
FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”). This ASU requires lessees to recognize most
leases on the balance sheet. The provisions of this guidance are effective for annual periods beginning after December 15, 2018,
and interim periods within those years, with early adoption permitted. In January 2017, the FASB issued ASU 2017-03, which requires
registrants to evaluate the impact ASU 2016-02 will have on financial statements and adequately disclose this information to assist
the reader in assessing the significance of ASU 2016-02 on the financial statements when adopted. In January 2018, the FASB issued
ASU 2018-01, Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842. This ASU provides an optional
transition practical expedient to not evaluate under ASU 2016-02 existing or expired land easements that were not previously accounted
for as leases under ASC Topic 840, Leases. An entity that elects this practical expedient should evaluate new or modified
land easements under ASU 2016-02 beginning at the date that the entity adopts ASU 2016-02. In July 2018, the FASB issued ASU 2018-10,
Codification Improvements to Topic 842, Leases, which provides improvements and clarifications for ASU 2016-02. In July
2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements (“ASU 2018-11”). This ASU provides
an additional transition method by allowing entities to initially apply the new lease standard at the date of adoption with a cumulative
effect adjustment to the opening balances of retained earnings in the period of adoption. This ASU also gives lessors the option
of electing, as a practical expedient by class of underlying asset, not to separate the lease and non-lease components of a contract
when those lease contracts meet certain criteria. In December 2018, the FASB issued ASU 2018-20, Narrow-Scope Improvements for
Lessors. This ASU clarifies lessor treatment for sales taxes and other similar taxes collected from lessees, certain lessor
costs, and recognition of variable payments for contracts with lease and non-lease components. In March 2019, the FASB issued ASU
2019-01, Codification Improvements. This ASU clarifies determining the fair value of the underlying asset by lessors that
are not manufacturers or dealers, presentation on the statement of cash flows for sales-type and direct financing leases, and transition
disclosures related to Topic 250, Accounting Changes and Error Corrections. The Company has completed its evaluation of the requirements
of this guidance and implemented the processes necessary to adopt ASU 2016-02, as amended. The
Company has elected certain practical expedients available at adoption. The Company elected the package of practical expedients
upon transition not to reassess whether expired or existing contracts contain leases under the new definition of a lease; not to
reassess the lease classification for expired or existing leases; and not to reassess whether previously capitalized initial direct
costs would qualify for capitalization under ASU 2016-02. In evaluating certain equipment rental arrangements such as cable, internet
and security service contracts, the Company considered the practical expedient that allows lessors to elect, by class of underlying
asset, to not separate non-lease components from the associated lease components if the non-lease components otherwise would be
accounted for in accordance with the new revenue recognition standard. The Company elected this practical expedient as the following
two criteria are met; the lease component and the associated non-lease components have the same timing and pattern of transfer;
and the lease component, if accounted for separately, would be classified as an operating lease. The Company elected to adopt the
new standard using the transition method provided by ASU 2018-11; therefore, prior periods will not be restated. The Company has
determined that the impact of adoption is limited to real property leases and is consistent with industry practices. Adoption of
the new standard resulted in the Company recognizing an aggregate of $1,073,919 in lease liabilities and corresponding right of
use (“ROU”) assets and no impact on the opening retained earnings balances. The adoption of ASU 2016-02 had an immaterial
impact on the consolidated statements of operations and consolidated statements of cash flows for the year ended December 31, 2019.
In June 2018, the FASB
issued ASU 2018-07, Compensation – Stock Compensation (Topic 718) (“ASU 2018-07”). This ASU expands
the scope of ASU 2017-09, which currently only includes share-based payments issued to employees, to also include share-based
payments issued to nonemployees for goods and services. The amendments in this ASU are effective for public companies for fiscal
years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted,
but no earlier than the Company’s adoption date of ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU
2014-09”). The Company adopted this ASU and that adoption did not have a material impact on the Company’s condensed
consolidated financial statements.
In August 2018, the
FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) (“ASU 2018-13”). This ASU modifies the disclosure
requirements on fair value measurements in ASU 2018-13, based on the concepts in the Concepts Statement, including the consideration
of costs and benefits. This ASU eliminates, adds and modifies certain disclosure requirements for fair value measurements as part
of its disclosure framework project. ASU 2018-13 is effective for fiscal years beginning after December 15, 2019, and interim periods
within those fiscal years. An entity is permitted to early adopt any removed or modified disclosures upon issuance of this ASU
and delay adoption of the additional disclosures until their effective date. The Company adopted this ASU and that adoption did
not have a material impact on the Company’s condensed consolidated financial statements.
In November 2019, the
FASB issued ASU 2019-08, Compensation – Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic
606); Codification Improvements – Share-Based Consideration Payable to a Customer (“ASU 2019-08”). ASU 2019-08,
requires that an entity apply the guidance in ASU 2018-07 to measure and classify share-based payment awards granted to a customer.
The amount recorded as a reduction in the transaction price should be based on the grant-date fair value of the share-based payment
award. The amendments in ASU 2019-08 are effective for public companies for fiscal years beginning after December 15, 2019, and
interim periods within those fiscal years. Early adoption is permitted, but no earlier than the Company’s adoption
of the amendments in ASU 2018-07. The Company does not have any share-based payment awards to customers. The Company adopted this
ASU and that adoption did not have a material impact on the Company’s condensed consolidated financial statements.
Recent Accounting Pronouncements
During 2019, the FASB
issued ASUs 2019-01 through 2019-12 and, during 2020, the FASB has issued ASUs 2020-01 through 2020-04. Except for the ASUs discussed
above and below, these ASUs provide technical corrections or simplifications to existing guidance and to specialized industries
or entities and therefore have minimal, if any, impact on the Company.
In November 2018, the
FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments – Credit Losses (“ASU
2018-19”). This ASU improves the disclosure requirements in ASU 2016-13, Financial Instruments - Credit Losses
(Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) issued in June 2016, to make
a cumulative-effect adjustment to opening retained earnings as of the beginning of the first reporting period in which the amendments
are effective. The effective date and transition requirements for the amendments in this update are the same as the effective dates
and transition requirements in ASU 2016-13, as amended by ASU 2018-19. In April 2019, the FASB issued ASU 2019-04, Codification
Improvements to Topic 326, Financial Instruments – Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial
Instruments. This ASU improves the disclosure requirements in ASU 2016-13 issued in June 2016, to allow the measurement of
allowance for credit losses on accrued interest receivable balances separately from other components of the amortized cost basis
of associated financial assets. In May 2019, the FASB issued ASU 2019-05, Financial Instruments – Credit Losses (Topic
326). This ASU improves the disclosure requirements in ASU 2016-13 issued in June 2016, to allow companies to irrevocably elect,
upon adoption of ASU 2016-13, the fair value option on financial instruments that (1) were previously recorded at amortized
cost and (2) are within the scope of ASC 326-20 if the instruments are eligible for the fair value option under ASC 825-10.
The effective date and transition requirements for the amendments in this update are the same as the effective dates and transition
requirements in ASU 2016-13, as amended by ASU 2018-19. In November 2019, the FASB issued ASU 2019-10, Financial Instruments
– Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) (“ASU 2019-10”).
This ASU defers certain major updates not yet effective due to the challenges that private companies, smaller public companies,
and not-for-profit organizations are having with implementation. In November 2019, the FASB issued ASU 2019-11, Codification
Improvements to Topic 326, Financial Instruments – Credit Losses. The amendments in this ASU clarify and address stakeholders’
specific issues about certain aspects in update 2016-13. In February 2020, the FASB issued ASU 2020-02, Financial Instruments
– Credit Losses (Topic 326) and Leases (Topic 842). The amendments in this ASU address the methodology for the allowance
for credit losses. ASU 2019-10 has deferred the effective date for credit losses for smaller reporting companies to fiscal years
beginning after December 15, 2022, including interim periods within those fiscal years. An entity is still permitted to early adopt
as of the fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company does
not expect this ASU to have a material impact on its condensed consolidated financial statements.
In December 2019, the
FASB issued ASU 2019-12, Income Taxes (Topic 740) (“ASU 2019-12”). This ASU simplifies the accounting for income
taxes by removing certain exceptions to the general principles in Topic 740. The amendments in ASU 2019-12 are effective for public
companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption of
the amendments is permitted, including adoption in any interim period for which financial statements have not yet been issued.
An entity that elects to early adopt the amendments in an interim period should reflect any adjustments as of the beginning of
the annual period that includes that interim period. Additionally, an entity that elects early adoption must adopt all the amendments
in the same period. The Company does not expect this ASU to have a material impact on its condensed consolidated financial statements.
Notes payable consists
of the following (in thousands, except percentages) as of:
|
|
|
|
|
|
|
|
March 31,
|
|
|
December 31,
|
|
|
|
Current
|
|
|
Long-term
|
|
|
2020
|
|
|
2019
|
|
Loan with CoBank, ACB (the “Credit Facility”); variable interest rate of 5.85% at March 31, 2020, interest is monthly, paid in arrears on the last business day of each month. The Credit Facility is secured by the total assets of the subsidiary guarantors. The unpaid balance is due November 3, 2022.
|
|
$
|
4,350
|
|
|
$
|
64,775
|
|
|
$
|
69,125
|
|
|
$
|
70,212
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt issuance cost
|
|
|
(493
|
)
|
|
|
(702
|
)
|
|
|
(1,195
|
)
|
|
|
(1,111
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
Notes payable, net of debt issuance cost
|
|
$
|
3,857
|
|
|
$
|
64,073
|
|
|
$
|
67,930
|
|
|
$
|
69,101
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Associated with the
Credit Facility, the Company incurred $2.3 million in deferred financing cost including $212 thousand incurred during first quarter
2020. The Company and its lender for the Credit Facility amended the agreement effective December 31, 2019, to change covenant
measurements in recognition of the Company’s plans for increased investment in fiber and other network improvements intended
to increase broadband speeds for its customers. Amortization expense for the deferred financing cost associated with the Credit
Facility was $128 thousand and $117 thousand for the three months ended March 31, 2020, and 2019, respectively, which is included
in interest expense.
The revolving credit
facility associated with the Company’s Credit Facility had a maximum borrowing capacity of $5.0 million on March 31, 2020.
The revolving credit facility is available until November 3, 2022. There was no balance outstanding as of March 31, 2020. The Company
pays a commitment fee of 0.50% per annum, payable quarterly in arrears, on the unused portion of the revolver loan under the Credit
Facility. The rate declined from 0.50% per annum to 0.38% per annum on October 22, 2018. The commitment fee expense was $5 thousand
for each of the three months ended March 31, 2020, and 2019, respectively.
Maturities of notes
payable for the next five years, assuming no future annual excess cash flow payments, are as follows (in thousands):
2020 (remaining)
|
|
$
|
3,263
|
|
2021
|
|
|
4,350
|
|
2022
|
|
|
61,512
|
|
2023
|
|
|
—
|
|
2024
|
|
|
—
|
|
Total
|
|
$
|
69,125
|
|
The Company’s
notes payable agreements are subject to certain financial covenants and restrictions on indebtedness, financial guarantees, business
combinations and other related items. As of March 31, 2020, the Company was in compliance with all such covenants and restrictions.
Provision for income
tax expense was $0.6 million in the three months ended March 31, 2020, compared to $0.7 million in the three months ended March
31, 2019. The Tax Cuts and Jobs Act (the “Tax Act”), passed in December 2017, extended bonus depreciation at 100.0%
and reduced the maximum federal corporate tax rate from 35.0% to 21.0%, both of which positively affected the effective tax rate
during 2017. The effective tax rate varies from the federal corporate tax rate of 21.0% largely due to state income taxes and other
permanent differences. The effective income tax rate as of March 31, 2020, and March 31, 2019, was 21.7% and 23.7%, respectively.
|
4.
|
Net Income per Common Share
|
Basic net income per
common share is computed by dividing net income by the weighted-average number of common shares outstanding for the period. Diluted
net income per common share reflects the potential dilution that would occur should all of the shares of Class A common stock underlying
restricted stock units (“RSUs”) be issued.
A reconciliation of
the common shares for purposes of the calculation of the Company’s basic and diluted net income per common share is as follows
(weighted average number of common shares outstanding in whole numbers and net income in thousands):
|
|
Three Months
Ended March 31,
|
|
|
|
2020
|
|
|
2019
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding - basic
|
|
|
3,421,794
|
|
|
|
3,410,936
|
|
|
|
|
|
|
|
|
|
|
Effect of dilutive securities
|
|
|
19,228
|
|
|
|
20,293
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares and potential common shares - diluted
|
|
|
3,441,022
|
|
|
|
3,431,229
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
2,218
|
|
|
$
|
2,281
|
|
|
|
|
|
|
|
|
|
|
Net income per common share - basic
|
|
$
|
0.65
|
|
|
$
|
0.67
|
|
Net income per common share - diluted
|
|
$
|
0.64
|
|
|
$
|
0.66
|
|
|
5.
|
Revenue Streams and Concentrations
|
Revenue Streams
The Company identifies its revenue streams
with similar characteristics as follows (in thousands):
|
|
Three Months Ended
|
|
|
|
March 31, 2020
|
|
|
March 31, 2019
|
|
Local services
|
|
$
|
4,649
|
|
|
$
|
4,998
|
|
Network access
|
|
|
5,050
|
|
|
|
5,303
|
|
Internet
|
|
|
3,736
|
|
|
|
3,654
|
|
Transport services
|
|
|
1,100
|
|
|
|
996
|
|
Video and security
|
|
|
718
|
|
|
|
649
|
|
Managed services
|
|
|
169
|
|
|
|
155
|
|
Total revenues
|
|
$
|
15,422
|
|
|
$
|
15,755
|
|
ASU 2014-09 requires
that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the
consideration to which the entity expects to be entitled in exchange for those goods or services. As stated above in Note 1, Organization
and Basis of Financial Reporting – Recently Adopted Accounting Pronouncements, the Company has used a five-step process
to identify the contract with the customer, identify the performance obligations, determine the transaction price, allocate the
transaction price to the performance obligations and recognize revenue when or as the performance obligations are satisfied. The
majority of the Company’s revenue is recognized over time as the service is transferred to the customer. For certain other
services, such as unlimited long distance, revenue is recognized over the period of time the service is provided.
The following table
identifies revenue generated from customers (in thousands):
|
|
Three Months Ended
|
|
|
|
March 31, 2020
|
|
|
March 31, 2019
|
|
Local services
|
|
$
|
4,649
|
|
|
$
|
4,998
|
|
Network access
|
|
|
842
|
|
|
|
1,106
|
|
Internet
|
|
|
3,736
|
|
|
|
3,654
|
|
Transport services
|
|
|
1,062
|
|
|
|
959
|
|
Video and security
|
|
|
718
|
|
|
|
649
|
|
Managed services
|
|
|
169
|
|
|
|
155
|
|
Total revenues generated from customers
|
|
$
|
11,176
|
|
|
$
|
11,521
|
|
The following
table summarizes the revenue generated from contracts with customers among each revenue stream for the three month periods ended
March 31, (in thousands, except percentages):
|
|
Three Months Ended
|
|
|
|
|
|
|
|
|
|
March 31, 2020
|
|
|
% In-Scope
|
|
|
% Total
|
|
|
|
|
|
|
|
|
|
|
|
Month to month (“MTM”) customers
|
|
$
|
6,951
|
|
|
|
63.2
|
%
|
|
|
45.1
|
%
|
Competitive local exchange carrier (“CLEC”) business customers
|
|
|
3,214
|
|
|
|
29.2
|
|
|
|
20.8
|
|
Network access
|
|
|
529
|
|
|
|
4.8
|
|
|
|
3.4
|
|
Total revenue streams
|
|
|
10,694
|
|
|
|
97.2
|
|
|
|
69.3
|
|
Global access*
|
|
|
313
|
|
|
|
2.8
|
|
|
|
2.1
|
|
Total revenue from contracts with customers
|
|
|
11,007
|
|
|
|
100.0
|
%
|
|
|
71.4
|
|
Managed services**
|
|
|
169
|
|
|
|
n/a
|
|
|
|
1.1
|
|
Total revenue generated from customers
|
|
|
11,176
|
|
|
|
n/a
|
|
|
|
72.5
|
|
Indefeasible rights-of-use agreements**
|
|
|
38
|
|
|
|
n/a
|
|
|
|
0.2
|
|
Network access**
|
|
|
4,208
|
|
|
|
n/a
|
|
|
|
27.3
|
|
Total revenues
|
|
$
|
15,422
|
|
|
|
|
|
|
|
100.0
|
%
|
*Fixed fees charged to MTM customers and CLEC business customers.
** Revenue generated from sources not within the scope of ASU 2014-09.
|
|
Three Months Ended
|
|
|
|
|
|
|
|
|
|
March 31, 2019
|
|
|
% In-Scope
|
|
|
% Total
|
|
|
|
|
|
|
|
|
|
|
|
MTM customers
|
|
$
|
6,999
|
|
|
|
61.6
|
%
|
|
|
44.4
|
%
|
CLEC business customers
|
|
|
3,260
|
|
|
|
28.7
|
|
|
|
20.7
|
|
Network access
|
|
|
644
|
|
|
|
5.7
|
|
|
|
4.1
|
|
Total revenue streams
|
|
|
10,903
|
|
|
|
96.0
|
|
|
|
69.2
|
|
Global access*
|
|
|
463
|
|
|
|
4.0
|
|
|
|
2.9
|
|
Total revenue from contracts with customers
|
|
|
11,366
|
|
|
|
100.0
|
%
|
|
|
72.1
|
|
Managed services**
|
|
|
155
|
|
|
|
n/a
|
|
|
|
1.0
|
|
Total revenue generated from customers
|
|
|
11,521
|
|
|
|
n/a
|
|
|
|
73.1
|
|
Indefeasible rights-of-use agreements**
|
|
|
38
|
|
|
|
n/a
|
|
|
|
0.2
|
|
Network access**
|
|
|
4,196
|
|
|
|
n/a
|
|
|
|
26.7
|
|
Total revenues
|
|
$
|
15,755
|
|
|
|
|
|
|
|
100.0
|
%
|
*Fixed fees charged to MTM customers and CLEC business customers.
** Revenue generated from sources not within the scope of ASU 2014-09.
Payment terms
vary by customer. The Company typically invoices customers in the month following when the service was provided. The term between
invoicing and when payment is due is less than a year and is not considered significant. Certain customers are invoiced in advance
of the service being provided. Revenue is deferred until the point in time control of the service is transferred to the customer,
or over the term the service is provided.
Revenue is
recognized net of taxes collected on behalf of third parties.
As of March
31, 2020, the Company had approximately $6.8 million of unsatisfied performance obligations. As of March 31, 2020, the Company
expected to recognize approximately $1.0 million of revenue within the next year and $5.8 million in the next two to five years
related to such unsatisfied performance obligations. The Company does not disclose the value of unsatisfied performance obligations
for contracts with an original expected life of one year or less or for contracts for which the Company has a right to invoice
for services performed.
The deferred
revenue balance as of December 31, 2019, was $3.8 million. Approximately $1.4 million of revenue from that balance was recognized
as revenue during the three months ended March 31, 2020, offset by payments received as of March 31, 2020, in advance of control
of the service being transferred to the customer.
Revenue
Concentrations
Revenues
from the Federal Communications Commission’s (the “FCC”) Universal Service Fund, Connect America Fund, and Alternative
Connect America Cost Model funding are used to improve and upgrade the Company’s network to promote support for the availability
and affordability of advanced telecommunications services. Revenues from these sources amounted to 24.3% and 22.6% of the Company’s
total revenues for the three months ended March 31, 2020, and 2019, respectively.
|
6.
|
Commitments and Contingencies
|
From time to time,
the Company may be involved in various claims, legal actions and regulatory proceedings incidental to and in the ordinary course
of business, including administrative hearings of the Alabama Public Service Commission, the Maine Public Utilities Commission,
the Massachusetts Department of Telecommunications and Cable, the Missouri Public Service Commission, the New Hampshire Public
Utilities Commission, the Vermont Public Utility Commission and the West Virginia Public Service Commission, relating primarily
to rate making and customer service requirements. In addition, the Company may be involved in similar proceedings with interconnection
carriers and the FCC. Currently, none of the Company’s legal proceedings are expected to have a material adverse effect on
the Company’s business.
ASU 2016-02 requires
lessees to recognize most leases on the balance sheet. As stated above in Note 1, Organization and Basis of Financial Reporting
– Recently Adopted Accounting Pronouncements, the Company has elected
certain practical expedients available at adoption. The Company elected the package of practical expedients upon transition not
to reassess whether expired or existing contracts contain leases under the new definition of a lease; not to reassess the lease
classification for expired or existing leases; and not to reassess whether previously capitalized initial direct costs would qualify
for capitalization under ASU 2016-02. In evaluating certain equipment rental arrangements such as cable, internet and security
service contracts, the Company considered the practical expedient that allows lessors to elect, by class of underlying asset, to
not separate non-lease components from the associated lease components if the non-lease components otherwise would be accounted
for in accordance with the new revenue recognition standard. The Company elected this practical expedient as the following two
criteria are met; the lease component and the associated non-lease components have the same timing and pattern of transfer; and
the lease component, if accounted for separately, would be classified as an operating lease. The Company elected to adopt the new
standard using the transition method provided by ASU 2018-11; therefore, prior periods will not be restated. The Company has determined
that the impact of adoption is limited to real property leases and is consistent with industry practices. This ASU was effective
January 1, 2019, the Company recognized an aggregate of $1,073,919 in lease liabilities and corresponding ROU assets and no impact
on the opening retained earnings balances.
In consideration of
whether an agreement contains a lease as defined under ASU 2016-02, the Company answered these three questions; has an asset been
identified, is the asset physically distinct, and does the customer have the right to control the asset. The Company determined
based on the three-step questions above, the arrangements pertaining to real property building and office facilities in Alabama,
Maine and Massachusetts are within the scope of ASU 2016-02.
In calculating the
lease liability, the Company considered the lease term in which the Company would include any periods covered by an option to extend
the lease if the lessee is reasonably certain to exercise that option. The Company evaluated factors that might create an economic
incentive to exercise options to extend, including contract, asset, entity and market-based factors. The Company determined that
there would be no significant relocation and interruption costs associated with moving to alternative space that would disincentivize
a move at renewal; therefore, renewals to extend the lease term are not included in the ROU asset and lease liabilities.
A lessee may recognize
the lease payments in profit or loss on a straight-line basis over the lease term and variable lease payments in the period in
which the obligation for those payments is incurred. The accounting policy election for short-term leases shall be made by class
of underlying asset to which the right of use relates. A short-term lease is defined as a lease that, at the commencement date,
has a lease term of 12 months or less and does not include an option to purchase the underlying asset that the lessee is reasonably
certain to exercise. The Company elected to exclude short-term leases from the recognition requirements.
In discounting the
liability, ASU 2016-02 indicates that the incremental rate used must be comparable to a rate attributable to a similar amount,
for a similar term, and with similar collateral as the assets in the lease. The Company observed that published commercial borrowing
rates were generally between 5.0% to 7.0% for loans collateralized by the real estate for terms ranging from 5-10 years.
Maturities of lease
liabilities as of March 31, 2020 are as follows (in thousands):
|
|
Leased Real Property and
|
|
|
|
Office Facilities
|
|
2020 (remaining)
|
|
$
|
237
|
|
2021
|
|
|
249
|
|
2022
|
|
|
231
|
|
2023
|
|
|
212
|
|
2024
|
|
|
79
|
|
Thereafter
|
|
|
228
|
|
Total lease payments
|
|
$
|
1,236
|
|
Less: Interest
|
|
|
(194
|
)
|
Present value of lease liabilities
|
|
$
|
1,042
|
|
Supplemental
cash flow information related to operating leases was as follows (in thousands, except years and percentages):
|
|
Three Months Ended
|
|
|
|
March 31, 2020
|
|
|
March 31, 2019
|
|
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
|
|
|
|
Operating cash outflow from operating leases
|
|
$
|
(122
|
)
|
|
$
|
(109
|
)
|
Weighted-average remaining lease term – operating leases (in years)
|
|
|
5.4
|
|
|
|
4.0
|
|
Weighted average discount rate – operating leases
|
|
|
6.5
|
%
|
|
|
6.5
|
%
|
The Company has previously
granted RSUs underlying 401,111 shares of Class A common stock as of December 31, 2018. These RSUs (or a portion thereof) vest
with respect to each recipient over a one to five year period from the date of grant, provided the recipient remains in the employment
or service of the Company as of the vesting date and, in selected instances, certain performance criteria are attained. Additionally,
these RSUs (or a portion thereof) could vest earlier in the event of a change in control of the Company, or upon involuntary termination
without cause. Of the 401,111 previously granted RSUs, RSUs underlying 334,799 shares of Class A common stock have vested or were
cancelled as of December 31, 2018. The previous RSU grants were made primarily to executive-level personnel at the Company and,
as a result, no compensation costs have been capitalized. There were no RSUs granted by the Company during 2019. During the three
months ended March 31, 2020, 14,500 RSUs were granted by the Company to fourteen management-level employees.
The following
table summarizes RSU activity for the three months ended March 31, 2019:
|
|
RSUs
|
|
|
Weighted Average
Grant Date
Fair Value
|
|
Outstanding at December 31, 2018
|
|
|
66,312
|
|
|
$
|
9.06
|
|
Granted
|
|
|
—
|
|
|
|
—
|
|
Vested
|
|
|
(34,202
|
)
|
|
|
5.09
|
|
Forfeited or cancelled
|
|
|
(11,817
|
)
|
|
|
13.30
|
|
Outstanding at March 31, 2019
|
|
|
20,293
|
|
|
|
13.30
|
|
The following
table summarizes RSU activity for the three months ended March 31, 2020:
|
|
RSUs
|
|
|
Weighted Average
Grant Date
Fair Value
|
|
Outstanding at December 31, 2019
|
|
|
17,648
|
|
|
$
|
13.30
|
|
Granted
|
|
|
14,500
|
|
|
|
9.22
|
|
Vested
|
|
|
(12,920
|
)
|
|
|
13.30
|
|
Forfeited or cancelled
|
|
|
—
|
|
|
|
—
|
|
Outstanding at March 31, 2020
|
|
|
19,228
|
|
|
|
10.22
|
|
Stock-based compensation
expense related to RSUs was $16 thousand and $50 thousand for the three months ended March 31, 2020, and 2019, respectively. Stock-based
compensation related to RSUs is recognized over the 60-month vesting schedule. Accounting standards require that the Company estimate
forfeitures for RSUs and reduce compensation expense accordingly. The Company has reduced its expense by the assumed forfeiture
rate and will evaluate actual experience against the assumed forfeiture rate going forward. The forfeiture rate has been developed
using historical performance metrics which could impact the size of the final issuance of Class A common stock.
As of March
31, 2020, and 2019, the unrecognized total compensation cost related to unvested RSUs was $166 thousand and $216 thousand, respectively.
That cost is expected to be recognized by the end of 2024.
On October 15, 2018,
the Company granted 29,460 incentive stock options (“ISOs”) and 20,540 non-qualified (“NQ”) stock options
to purchase shares of Class A common stock. These options vest with respect to the recipient thereof over a five-year period with
20% becoming exercisable on each anniversary of the vesting commencement date of October 15, 2019, provided the recipient remains
in the employment or service of the Company as of the vesting date. Additionally, these options (or a portion thereof) could vest
earlier in the event of a change in control of the Company. These option grants were made to one executive-level employee of the
Company and, as a result, no compensation costs have been capitalized.
The following
table summarizes ISO and NQ stock option activity for the three months ended March 31, 2019:
|
|
ISOs and NQ Stock Options
|
|
|
Weighted Average
Grant Date
Fair Value
|
|
Outstanding at December 31, 2018
|
|
|
50,000
|
|
|
$
|
16.97
|
|
Granted
|
|
|
—
|
|
|
|
—
|
|
Vested
|
|
|
—
|
|
|
|
—
|
|
Forfeited or cancelled
|
|
|
—
|
|
|
|
—
|
|
Outstanding at March 31, 2019
|
|
|
50,000
|
|
|
|
16.97
|
|
On January 2, 2020,
the Company granted 34,500 ISOs and 30,000 NQ stock options to purchase shares of Class A common stock. These options vest with
respect to the recipients thereof over a five-year period with 20% becoming exercisable on each anniversary of the vesting commencement
date of January 1, 2021, provided the recipient remains in the employment or service of the Company as of the vesting date. Additionally,
these options (or a portion thereof) could vest earlier in the event of a change in control of the Company. These option grants
were made to one executive-level employee and fourteen management-level employees of the Company and, as a result, no compensation
costs have been capitalized.
The following
table summarizes ISO and NQ stock option activity for the three months ended March 31, 2020:
|
|
ISOs and NQ Stock Options
|
|
|
Weighted Average
Grant Date
Fair Value
|
|
Outstanding at December 31, 2019
|
|
|
40,000
|
|
|
$
|
16.97
|
|
Granted
|
|
|
64,500
|
|
|
|
9.22
|
|
Vested
|
|
|
—
|
|
|
|
—
|
|
Forfeited or cancelled
|
|
|
—
|
|
|
|
—
|
|
Outstanding at March 31, 2020
|
|
|
104,500
|
|
|
|
12.19
|
|
Stock-based compensation
expense related to ISOs and NQ stock options was $36 thousand and $21 thousand for the three months ended March 31, 2020, and 2019,
respectively.
As of March 31, 2020,
and 2019, the unrecognized total compensation cost related to unvested ISOs and NQ stock options was $575 thousand and $394 thousand,
respectively. That cost is expected to be recognized by the end of 2024.
The Company evaluated
its Goodwill for impairment as of March 31, 2020, noting that the decline in share price during the quarter qualified as a triggering
event. The Company evaluated qualitative and quantitative information in concluding that goodwill was not impaired as of March
31, 2020. The Company will continue to monitor for triggering events in future quarters.