Table of Contents



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

(Mark One)

     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 3 0 , 201 9

OR

      TRANSITION REPORT PURS UANT TO SECTION 13 O R 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                         to                     

 

Commission File N umber : 00 1-38341

 

ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction

of incorporation or organization)

 

52-2126573

(I.R.S. Employer

Identification No.)

                                                                                                                                                                                                                                                            

600 Telephone Avenue, Anchorage, Alaska 99503 -6091

(Address of principal executive offices) (Zip Code)

 

(907) 297-3000

(Registrant's telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol Name of each exchange on which registered
Common Stock, par value $.01 per share ALSK The Nasdaq Stock Market LLC

                                                    

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes                    No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes                    No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer [ ] Accelerated filer [X]  Non-accelerated filer [ ] Smaller reporting company [X]
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. [ ]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes                      N o

 

As of July 31, 2019, there were outstanding 53,532,252 shares of Common Stock, $.01 par value, of the registrant.

 



 

 

 

TABLE OF CONTENTS

 

 

Page

Number

PART I.

Financial Information

 
     

Item 1.

Financial Statements:

 
     
  Condensed Consolidated Balance Sheets (Unaudited) As of June 30, 2019 and December 31, 2018

3

 

Condensed Consolidated Statements of Comprehensive (Loss) Income (Unaudited) For the Three and Six Months Ended June 30, 2019 and 2018

4

 

Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) For the Three and Six Months Ended June 30, 2019 and 2018

5

 

Condensed Consolidated Statements of Cash Flows (Unaudited) For the Six Months Ended June 30, 2019 and 2018

6

 

Notes to Condensed Consolidated Financial Statements (Unaudited)

7

     

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

27

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

45

     

Item 4.

Controls and Procedures

45

     

PART II.

Other Information

 
     

Item 1.

Legal Proceedings

46

     

Item 1A.

Risk Factors

46

     

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

46

     

Item 3.

Defaults Upon Senior Securities

46

     

Item 4.

Mine Safety Disclosures

46

     

Item 5.

Other Information

46

     

Item 6.

Exhibits

47

     

Signatures

48

 

 

Exhibit 3.1

Exhibit 10.1

Exhibit 10.2

Exhibit 10.3

Exhibit 10.4

Exhibit 31.1

Exhibit 31.2

Exhibit 32.1

Exhibit 32.2

Exhibit 101.INS

Exhibit 101.SCH

Exhibit 101.CAL

Exhibit 101.DEF

Exhibit 101.LAB

Exhibit 101.PRE

 

 

PART I .

FINANCIAL INFORMATION

 

ITEM 1.

FINANCIAL STATEMENTS

 

 

ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.

Condensed Consolidated Balance Sheets

( Unaudited, In Thousands E xcept Per Share Amounts)

 

   

June 30,

   

December 31,

 

 

 

2019

   

2018

 

Assets

               
Current assets:                

Cash and cash equivalents

  $ 23,920     $ 13,351  

Restricted cash

    1,631       1,634  

Short-term investments

    134       134  

Accounts receivable, net of allowance of $4,653 and $3,936

    22,471       31,472  

Materials and supplies

    7,984       6,737  

Prepayments and other current assets

    10,674       12,169  

Total current assets

    66,814       65,497  
                 

Property, plant and equipment

    1,405,566       1,390,622  

Less: accumulated depreciation and amortization

    (1,029,094 )     (1,017,442 )

Property, plant and equipment, net

    376,472       373,180  
                 

Deferred income taxes

    432       498  

Operating lease right of use assets

    80,458       -  

Other assets

    15,283       16,010  

Total assets

  $ 539,459     $ 455,185  
                 

Liabilities and Stockholders' Equity

         

Current liabilities:

               

Current portion of long-term obligations

  $ 4,546     $ 2,289  

Accounts payable, accrued and other current liabilities

    38,187       40,957  

Advance billings and customer deposits

    3,806       4,024  

Operating lease liabilities - current

    2,517       -  

Total current liabilities

    49,056       47,270  
                 

Long-term obligations, net of current portion

    173,499       168,023  

Deferred income taxes

    2,348       2,315  

Operating lease liabilities - noncurrent

    77,937       -  

Other long-term liabilities, net of current portion

    66,815       67,827  

Total liabilities

    369,655       285,435  

Commitments and contingencies

               

Common stock, $.01 par value; 145,000 authorized; 53,893 issued and 53,774 outstanding at June 30, 2019; 53,268 issued and outstanding at December 31, 2018

    540       533  

Treasury stock, 119 shares at cost

    (205 )     -  

Additional paid in capital

    160,654       160,514  

Retained earnings

    10,701       10,439  

Accumulated other comprehensive loss

    (2,772 )     (2,675 )

Total Alaska Communications stockholders' equity

    168,918       168,811  

Noncontrolling interest

    886       939  

Total stockholders' equity

    169,804       169,750  

Total liabilities and stockholders' equity

  $ 539,459     $ 455,185  

 

 

See Notes to Condensed Consolidated Financial Statements

 

 

 

ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.

Condensed Conso lidated Statements of Comprehensive (Loss) Income

(Unaudited, In Thousands E xcept Per Share Amounts)

 

   

Three Months Ended

   

Six Months Ended

 
   

June 30,

   

June 30,

 
   

2019

   

2018

   

2019

   

2018

 
                                 
                                 

Operating revenues

  $ 57,395     $ 59,578     $ 114,304     $ 115,550  
                                 

Operating expenses:

                               

Cost of services and sales (excluding depreciation and amortization)

    26,356       26,542       51,983       52,375  

Selling, general and administrative

    18,718       16,507       35,374       32,519  

Depreciation and amortization

    9,200       8,197       17,879       16,984  

(Gain) loss on disposal of assets, net

    (95 )     44       (97 )     41  

Total operating expenses

    54,179       51,290       105,139       101,919  
                                 

Operating income

    3,216       8,288       9,165       13,631  
                                 

Other income and (expense):

                               

Interest expense

    (3,096 )     (3,401 )     (6,152 )     (6,905 )

Loss on extinguishment of debt

    (31 )     -       (2,830 )     -  

Interest income

    95       24       170       38  

Other (expense) income, net

    (122 )     (91 )     -       13  

Total other income and (expense)

    (3,154 )     (3,468 )     (8,812 )     (6,854 )
                                 

Income before income tax expense

    62       4,820       353       6,777  
                                 

Income tax expense

    (46 )     (1,418 )     (144 )     (1,306 )
                                 

Net income

    16       3,402       209       5,471  
                                 

Less net loss attributable to noncontrolling interest

    (19 )     (40 )     (53 )     (72 )
                                 

Net income attributable to Alaska Communications

    35       3,442       262       5,543  
                                 

Other comprehensive (loss) income:

                               

Minimum pension liability adjustment

    19       57       39       114  

Income tax effect

    (5 )     (16 )     (11 )     (32 )

Amortization of defined benefit plan loss

    122       91       243       182  

Income tax effect

    (35 )     (26 )     (69 )     (52 )

Interest rate swap marked to fair value

    47       107       34       412  

Income tax effect

    (14 )     (31 )     (10 )     (118 )

Reclassification to interest expense

    (224 )     (97 )     (451 )     (122 )

Income tax effect

    64       28       128       35  

Total other comprehensive (loss) income

    (26 )     113       (97 )     419  
                                 

Total comprehensive income attributable to Alaska Communications

    9       3,555       165       5,962  
                                 

Net loss attributable to noncontrolling interest

    (19 )     (40 )     (53 )     (72 )

Total other comprehensive income attributable to noncontrolling interest

    -       -       -       -  

Total comprehensive loss attributable to noncontrolling interest

    (19 )     (40 )     (53 )     (72 )
                                 

Total comprehensive (loss) income

  $ (10 )   $ 3,515     $ 112     $ 5,890  
                                 

Net income per share attributable to Alaska Communications:

                               

Basic

  $ 0.00     $ 0.06     $ 0.00     $ 0.10  

Diluted

  $ 0.00     $ 0.06     $ 0.00     $ 0.10  
                                 

Weighted average shares outstanding:

                               

Basic

    53,799       53,111       53,591       52,897  

Diluted

    54,569       53,888       54,599       53,829  

 

 

See Notes to Condensed Consolidated Financial Statements

 

 

 

ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.

Condensed Consolidated Statement s of Stockholders' Equity

(Unaudited, In Thousands E xcept Per Share Amounts)

 

   

Three Months Ended

   

Six Months Ended

 
   

June 30,

   

June 30,

 
   

2019

   

2018

   

2019

   

2018

 
                                 

Number of Common Shares Issued and Outstanding

                               

Balance at beginning of period

    53,610       53,111       53,268       52,526  

Issuance of common stock pursuant to stock plans, $.01 par

    283       73       625       658  

Purchases of common stock, $.01 par

    (119 )     -       (119 )     -  

Balance at end of period

    53,774       53,184       53,774       53,184  
                                 

Total Stockholders' Equity - Beginning Balance

  $ 170,065     $ 161,695     $ 169,750     $ 154,510  
                                 

Common Stock

                               

Balance at beginning of period

    536       531       533       525  

Issuance of common stock pursuant to stock plans, $.01 par

    4       1       7       7  

Balance at end of period

    540       532       540       532  
                                 

Treasury Stock

                               

Balance at beginning of period

    -       -       -       -  

Purchases of 119 shares of common stock, $.01 par

    (205 )     -       (205 )     -  

Balance at end of period

    (205 )     -       (205 )     -  
                                 

Additional Paid In Capital

                               

Balance at beginning of period

    160,704       158,795       160,514       158,969  

Stock-based compensation

    (9 )     325       489       567  

Surrender of shares to cover minimum withholding taxes on stock-based compensation

    (143 )     -       (448 )     (410 )

Issuance of common stock pursuant to stock plans, $.01 par

    102       110       99       104  

Balance at end of period

    160,654       159,230       160,654       159,230  
                                 

Retained Earnings (Accumulated Deficit)

                               

Balance at beginning of period

    10,666       3,460       10,439       (3,579 )

Net income attributable to Alaska Communications

    35       3,442       262       5,543  

Cumulative effect of new accounting principles adopted

    -       -       -       4,938  

Balance at end of period

    10,701       6,902       10,701       6,902  
                                 

Accumulated Other Comprehensive Loss

                               

Balance at beginning of period

    (2,746 )     (2,090 )     (2,675 )     (2,396 )

Other comprehensive (loss) income

    (26 )     113       (97 )     419  

Balance at end of period

    (2,772 )     (1,977 )     (2,772 )     (1,977 )
                                 

Noncontrolling Interest

                               

Balance at beginning of period

    905       999       939       991  

Net loss attributable to noncontrolling interest

    (19 )     (40 )     (53 )     (72 )

Contributions from noncontrolling interest

    -       -       -       40  

Balance at end of period

    886       959       886       959  
                                 

Total Stockholders' Equity - Ending Balance

  $ 169,804     $ 165,646     $ 169,804     $ 165,646  

 

 

See Notes to Condensed Consolidated Financial Statements  

 

 

 

ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited, In Thousands)

 

   

Six Months Ended

 
   

June 30,

 
   

2019

   

2018

 

Cash Flows from Operating Activities:

               

Net income

  $ 209     $ 5,471  

Adjustments to reconcile net income to net cash provided by operating activities:

               

Depreciation and amortization

    17,879       16,984  

(Gain) loss on disposal of assets, net

    (97 )     41  

Amortization of debt issuance costs and debt discount

    606       689  

Loss on extinguishment of debt

    2,830       -  

Amortization of deferred capacity revenue

    (2,259 )     (1,930 )

Stock-based compensation

    489       567  

Income tax expense

    144       1,306  

Charge for uncollectible accounts

    (32 )     1,092  

Amortization of right-of-use assets

    1,148       -  

Other non-cash expense, net

    244       181  

Income taxes receivable

    -       (36 )

Changes in operating assets and liabilities

    7,172       (2,007 )

Net cash provided by operating activities

    28,333       22,358  
                 

Cash Flows from Investing Activities:

               

Capital expenditures

    (20,432 )     (17,081 )

Capitalized interest

    (609 )     (891 )

Change in unsettled capital expenditures

    (551 )     (1,632 )

Proceeds on sale of assets

    19       -  

Net cash used by investing activities

    (21,573 )     (19,604 )
                 

Cash Flows from Financing Activities:

               

Repayments of long-term debt

    (171,768 )     (20,506 )

Proceeds from the issuance of long-term debt

    180,000       14,000  

Debt issuance costs and discounts

    (2,683 )     -  

Cash paid for debt extinguishment

    (1,252 )     -  

Cash proceeds from noncontrolling interest

    -       40  

Payment of withholding taxes on stock-based compensation

    (448 )     (410 )

Purchases of treasury stock

    (149 )     -  

Proceeds from the issuance of common stock

    106       111  

Net cash provided (used) by financing activities

    3,806       (6,765 )
                 

Change in cash, cash equivalents and restricted cash

    10,566       (4,011 )

Cash, cash equivalents and restricted cash, beginning of period

    14,985       16,168  
                 

Cash, cash equivalents and restricted cash, end of period

  $ 25,551     $ 12,157  
                 

Supplemental Cash Flow Data:

               

Interest paid

  $ 6,114     $ 7,251  

Income taxes paid, net

  $ 10     $ 4  

 

 

See Notes to Condensed Consolidated Financial Statements

 

 

ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited, In Thousands Except Per Share Amounts)

 

 

1.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Alaska Communications Systems Group, Inc. (“we”, “our”, “us”, the “Company” and “Alaska Communications”), a Delaware corporation, through its operating subsidiaries, provides broadband telecommunication and managed information technology (“IT”) services to customers in the State of Alaska and beyond using its telecommunications network.

 

The accompanying unaudited condensed consolidated financial statements represent the consolidated financial position, comprehensive income, stockholders’ equity and cash flows of Alaska Communications Systems Group, Inc. and the following wholly-owned subsidiaries:

 

Alaska Communications Systems Holdings, Inc. ("ACS Holdings")

Crest Communications Corporation

ACS of Alaska, LLC (“ACSAK”)

WCI Cable, Inc.

ACS of the Northland, LLC (“ACSN”)

WCIC Hillsboro, LLC

ACS of Fairbanks, LLC (“ACSF”)

Alaska Northstar Communications, LLC

ACS of Anchorage, LLC (“ACSA”)

WCI LightPoint, LLC

ACS Wireless, Inc. ("ACSW")

WorldNet Communications, Inc.

ACS Long Distance, LLC

Alaska Fiber Star, LLC

Alaska Communications Internet, LLC (“ACSI”)

TekMate, LLC

ACS Messaging, Inc.

   

ACS Cable Systems, LLC (“ACSC”)

   

 

In addition to the wholly-owned subsidiaries, the Company has a fifty percent controlling interest in ACS-Quintillion JV, LLC (“AQ-JV”), a joint venture formed by its wholly-owned subsidiary ACSC and Quintillion Holdings, LLC (“QHL”) in connection with the North Slope fiber optic network. See Note 3 “ Joint Venture ” for additional information.

 

Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements and notes included in this Quarterly Report on Form 10-Q have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. Certain information and note disclosures normally included in financial statements prepared in accordance with Generally Accepted Accounting Principles in the United States of America (“GAAP”) have been condensed or omitted pursuant to the rules and regulations of the SEC. The Company believes the disclosures made are adequate to make the information presented not misleading.

 

See Note 10 “ Leases ” for a summary of the Company’s lease accounting policies and related disclosures.

 

The Company consolidates the financial results of the AQ-JV based on its determination that, for accounting purposes, it holds a controlling financial interest in the joint venture and is the primary beneficiary of this variable interest entity. The Company has accounted for and reported QHL’s fifty percent ownership interest in the joint venture as a noncontrolling interest.

 

In the opinion of management, the unaudited condensed consolidated financial statements contain all normal, recurring adjustments necessary to present fairly the consolidated financial position, comprehensive income, stockholders’ equity and cash flows for all periods presented. Comprehensive income for the three and six-month periods ended June 30, 2019, is not necessarily indicative of comprehensive income which might be expected for the entire year or any other interim periods. The balance sheet at December 31, 2018 has been derived from the audited financial statements as of that date but does not include all information and notes required by GAAP for complete financial statements. Certain reclassifications have been made to the prior year financial statements to conform to the current year presentation.

 

 

ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited, In Thousands Except Per Share Amounts)

 

Employee Termination Benefits

 

In the second quarter of 2019, the Company recorded a charge of $1,595 associated with cash-based termination benefits paid or to be paid to is former Chief Executive Officer who separated from the Company effective June 30, 2019. These benefits consist of special termination benefits as defined in Accounting Standards Codification (“ASC”) 712, “ Compensation – Nonretirement Postemployment Benefits ” and include the continuation of salary and certain benefits through December 31, 2019, and the payment of annual cash incentive and long-term cash awards, subject to certain conditions. Payments totaling $1,267 were made in the third quarter of 2019 and the balance will be paid in the fourth quarter of 2019 and in 2020 and 2021. The effect of the former Chief Executive Officer’s separation on the relevant equity awards were accounted for in accordance with ASC 718, “ Compensation – Stock Compensation .” See Note 12 “ Stock Incentive Plans .”

 

Share Repurchase Prog r am

 

In the second quarter of 2017, the Company’s Board of Directors authorized a share repurchase program pursuant to which the Company may repurchase up to $10,000 of its common stock effective March 13, 2017 through December 31, 2019. Under the program, repurchases may be conducted through open market purchases or through privately-negotiated transactions in accordance with all applicable securities laws and regulations, including through Rule 10b5-1 trading plans. The timing and amount of repurchases will be determined based on the Company’s evaluation of its financial position including liquidity, the trading price of its stock, debt covenant restrictions, general business and market conditions and other factors. The Company intends to use cash on hand to fund share repurchases subject to, among other things, federal and state securities, corporate and other laws and regulations, and the Company’s financing arrangements. Share repurchases are accounted for as treasury stock.

 

As of June 30, 2019, the Company had repurchased 118,825 shares under the program at a weighted average price of $1.72 per share with an aggregate value of $205.

 

Use of Estimates

 

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the Company’s consolidated financial statements and the accompanying notes, including estimates of operating revenues, probable losses and expenses. Actual results could differ materially from those estimates.

 

Recently Adopted Accounting Pronouncements

 

Effective January 1, 2019, the Company adopted ASC 842, “ Leases ” (“ASC 842”) on a modified retrospective basis. Accordingly, information presented for periods prior to 2019 have not been recast. Adoption of ASC 842 resulted in the establishment of right-of-use (“ROU”) assets and associated liabilities totaling $82,020 representing the Company’s right to use the underlying assets and the present value of the future lease payments over the terms of the Company’s operating leases. The Company elected the package of practical expedients, which among other things, does not require reassessment of lease classification. Adoption of ASC 842 did not have a material effect on the Company’s finance leases and its consolidated statements of Comprehensive Income and Cash Flows. See Note 10 “ Leases ” for a summary of the Company’s lease accounting policies and other disclosures required under ASC 842.

 

Effective January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) No. 2017-12, “ Derivatives and Hedging (Topic 815) , Targeted Improvements to Accounting for Hedging Activities ” (ASU 2017-12”) on a prospective basis. The new guidance eliminates the requirement to separately measure and report hedge ineffectiveness and, for qualifying hedges, requires the entire change in the fair value of the hedging instrument to be presented in the same income statement line as the hedged item. The Company’s hedges, consisting of a pay-fixed, receive-floating interest rate swaps, are fully effective. Therefore, adoption of ASU 2017-12 did not have any impact on the Company’s financial statements. See Note 4 “Fair Value Measurements and Derivative Financial Instruments” for the disclosures required by ASU 2017-12.

 

Effective January 1, 2019, the Company adopted ASU No. 2018-16, “ Derivatives and Hedging (Topic 815), Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes ” (“ASU 2018-16”). Permitting use of the OIS rate based on SOFR as a U.S. benchmark interest rate for hedge accounting purposes will facilitate the London Interbank Offered Rate (“LIBOR”) to SOFR transition and provide sufficient lead time for entities to prepare for changes to interest rate risk hedging strategies. ASU 2018-16 was required to be adopted concurrently with ASU 2017-12. Adoption of ASU 2018-16 did not affect the Company’s financial statements and related disclosures.

 

 

ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited, In Thousands Except Per Share Amounts)

 

Accounting Pronouncements Issued Not Yet Adopted

 

In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326) , Meas urement of Credit Losses on Financial Instruments” (“ASU 2016-13”). The amendments in ASU 2016-13, and subsequent amendments, introduce a forward-looking approach, based on expected losses, to estimate credit losses on certain types of financial instruments, including trade receivables. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019. The Company is evaluating the effect ASU 2016-13 will have on its financial statements and related disclosures.

 

In August 2018, the FASB issued ASU No. 2018-13, “ Fair Value Measurement (Topic 820), Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement ” (“ASU 2018-13”). The amendments in ASU 2018-13 are intended to improve the effectiveness of fair value measurement disclosures in the notes to the financial statements. The new guidance eliminates the requirement to disclose (i) the amount and reasons for transfers between Level 1 and Level 2 of the fair value hierarch; (ii) the policy for timing of transfers between levels; and (iii) the valuation processes for Level 3 fair value measurements. The new guidance also requires the disclosure of (i) changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period; and (ii) the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. ASU 2018-13 is effective for fiscal years beginning after December 15, 2019 and early adoption is permitted. The Company is evaluating ASU 2018-13 and, based on its existing assets and liabilities measured at fair value, does not currently believe that adoption will have a material effect on its financial statements and related disclosures.

 

In August 2018, the FASB issued ASU No. 2018-14, “ Compensation – Retirement Benefits – Defined Benefit Plans – General (Subtopic 715-20), Disclosure Framework – Changes to the Disclosure Requirements for Defined Benefit Plans ” (“ASU 2018-14”). The amendments in ASU 2018-14 are intended to improve the effectiveness of disclosures in the notes to the financial statements about employer-sponsored defined benefit plans. The new guidance eliminates, among other items, the requirement to disclose the amounts in accumulated other comprehensive income expected to be recognized as components of net periodic benefit cost over the next fiscal year. Expanded disclosures required under ASU 2018-14 include an explanation of the reasons for significant gains and losses related to changes in the benefit obligation for the period. ASU 2018-14 is effective for fiscal years beginning after December 15, 2020 and early adoption is permitted. The Company is evaluating the effect ASU 2018-14 will have on its disclosures.

 

In August 2018, the FASB issued ASU No. 2018-15, “ Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40), Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract ” (“ASU 2018-15”). The amendments in ASU 2018-15 align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with those incurred to develop or obtain internal-use software, including hosting arrangements that include an internal-use software license. ASU 2018-15 is effective for fiscal years beginning after December 15, 2019 and early adoption is permitted. The Company is evaluating the effect ASU 2018-15 will have on its financial statements and related disclosures.

 

 

2.

REVENUE RECOGNITION

 

Revenue Recognition Policies

 

Revenue Accounted for in Accordance with ASC 606 , “Revenue from Contracts with Customers” (“ASC 606”)

 

At contract inception, the Company assesses the goods and services promised to the customer and identifies the performance obligation for each promise to transfer a good or service that is distinct. The Company considers all obligations whether they are explicitly stated in the contract or are implied by customary business practices.

 

 

ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited, In Thousands Except Per Share Amounts)

 

The Company’s broadband and voice revenue includes service, installation and equipment charges. Managed IT revenues include the sale, configuration and installation of equipment and the subsequent provision of ongoing IT services. The Company enters into contracts with its rural health care customers and is subject to various regulatory requirements associated with the provision of these services. Revenues associated with rural health care customers are recognized based on the amount the Company expects to collect as evidenced in its contract with the customer and the Company’s and customer’s agreement with the Federal Communications Commission (“FCC”) as the relevant service is provided. Regulatory access revenue includes (i) special access, which is primarily access to dedicated circuits sold to wholesale customers, substantially all of which is generated from interstate services; and (ii) cellular access, which is the transport of tariffed local network services between switches for cellular companies based on individually negotiated contracts. Regulatory access revenue is recognized as the service is provided to the customer.

 

Revenue Accounted for in Accordance with Other Guidance

 

Deferred revenue capacity liabilities are established for indefeasible rights of use (“IRUs”) on the Company’s network provided to third parties and are typically accounted for as operating leases. Regulatory access revenue includes interstate and intrastate switched access, consisting of services based primarily on originating and terminating access minutes from other carriers. High-cost support revenue consists of interstate and intrastate universal support funds and similar revenue streams structured by federal and state regulatory agencies that allow the Company to recover its cost of providing universal service in Alaska.

 

Disaggregation of Revenue

 

The following tables provide the Company’s revenue disaggregated on the basis of its primary markets, customers, products and services for the three and six-month periods ended June 30, 2019 and 2018:

 

   

Three Months Ended

   

Six Months Ended

 
   

June 30, 2019

   

June 30, 2019

 
   

Accounted

for Under

ASC 606

   

Accounted

for Under

Other

Guidance

   

Total

Revenue

   

Accounted

for Under

ASC 606

   

Accounted

for Under

Other

Guidance

   

Total

Revenue

 

Business and Wholesale Revenue

                                               

Business broadband

  $ 15,378     $ -     $ 15,378     $ 30,586     $ -     $ 30,586  

Business voice and other

    6,953       -       6,953       13,657       -       13,657  

Managed IT services

    1,517       -       1,517       3,176       -       3,176  

Equipment sales and installations

    1,008       -       1,008       1,888       -       1,888  

Wholesale broadband

    8,720       -       8,720       17,271       -       17,271  

Wholesale voice and other

    1,392       -       1,392       2,818       -       2,818  

Operating leases and other deferred revenue

    -       2,070       2,070       -       4,137       4,137  
                                                 

Total Business and Wholesale Revenue

    34,968       2,070       37,038       69,396       4,137       73,533  
                                                 

Consumer Revenue

                                               

Broadband

    6,694       -       6,694       13,162       -       13,162  

Voice and other

    2,647       -       2,647       5,380       -       5,380  
                                                 

Total Consumer Revenue

    9,341       -       9,341       18,542       -       18,542  
                                                 

Regulatory Revenue

                                               

Access (1)

    4,919       -       4,919       10,035       -       10,035  

Access (2)

    -       1,174       1,174       -       2,347       2,347  

High-cost support

    -       4,923       4,923       -       9,847       9,847  
                                                 

Total Regulatory Revenue

    4,919       6,097       11,016       10,035       12,194       22,229  
                                                 

Total Revenue

  $ 49,228     $ 8,167     $ 57,395     $ 97,973     $ 16,331     $ 114,304  

 

 

ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited, In Thousands Except Per Share Amounts)

 

   

Three Months Ended

   

Six Months Ended

 
   

June 30, 2018

   

June 30, 2018

 
   

Accounted

for Under

ASC 606

   

Accounted

for Under

Other

Guidance

   

Total

Revenue

   

Accounted

for Under

ASC 606

   

Accounted

for Under

Other

Guidance

   

Total

Revenue

 

Business and Wholesale Revenue

                                               

Business broadband

  $ 16,950     $ -     $ 16,950     $ 30,550     $ -     $ 30,550  

Business voice and other

    7,038       -       7,038       13,889       -       13,889  

Managed IT services

    1,191       -       1,191       2,456       -       2,456  

Equipment sales and installations

    1,460       -       1,460       2,382       -       2,382  

Wholesale broadband

    7,795       -       7,795       15,851       -       15,851  

Wholesale voice and other

    1,442       -       1,442       2,930       -       2,930  

Operating leases and other deferred revenue

    -       1,602       1,602       -       3,183       3,183  
                                                 

Total Business and Wholesale Revenue

    35,876       1,602       37,478       68,058       3,183       71,241  
                                                 

Consumer Revenue

                                               

Broadband

    6,695       -       6,695       13,187       -       13,187  

Voice and other

    2,759       -       2,759       5,636       -       5,636  
                                                 

Total Consumer Revenue

    9,454       -       9,454       18,823       -       18,823  
                                                 

Regulatory Revenue

                                               

Access (1)

    6,052       -       6,052       12,259       -       12,259  

Access (2)

    -       1,670       1,670       -       3,380       3,380  

High-cost support

    -       4,924       4,924       -       9,847       9,847  
                                                 

Total Regulatory Revenue

    6,052       6,594       12,646       12,259       13,227       25,486  
                                                 

Total Revenue

  $ 51,382     $ 8,196     $ 59,578     $ 99,140     $ 16,410     $ 115,550  

 

(1)     Includes customer ordered service and special access.

(2)     Includes carrier of last resort and carrier common line.

 

Business broadband revenue includes revenue associated with rural health care customers. Consumer voice and other revenue includes revenue associated with the FCC’s Lifeline program.

 

Timing of Revenue Recognition

 

Revenue accounted for in accordance with ASC 606 consisted of the following for the three and six-month periods ended June 30, 2019 and 2018:

 

   

Three Months Ended

   

Six Months Ended

 
   

June 30,

   

June 30,

 
   

2019

   

2018

   

2019

   

2018

 
                                 

Services transferred over time

  $ 43,301     $ 43,870     $ 86,050     $ 84,499  

Goods transferred at a point in time

    1,008       1,460       1,888       2,382  

Regulatory access revenue (1)

    4,919       6,052       10,035       12,259  

Total revenue

  $ 49,228     $ 51,382     $ 97,973     $ 99,140  

 

(1)

Includes customer ordered service and special access.

 

Transaction Price Allocated to Remaining Performance Obligations

 

The aggregate amount of the transaction price allocated to the remaining performance obligations for contracts with customers that are unsatisfied, or partially unsatisfied, accounted for in accordance with ASC 606 was approximately $96,897 at June 30, 2019. Revenue will be recognized as the Company satisfies the associated performance obligations. For equipment delivery, installation and configuration, and certain managed IT services, which comprise approximately $1,476 of the total, the performance obligation is currently expected to be satisfied during the next twelve months. For business broadband, voice and other managed IT services, which comprise approximately $95,421 of the total, the performance obligation will be satisfied as the service is provided over the terms of the contracts, which range from one to ten years. The Company’s agreements with its consumer customers are typically on a month-to-month basis. Therefore, the Company’s provision of future service to these customers is not reflected in the above discussion of future performance obligations.

 

 

ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited, In Thousands Except Per Share Amounts)

 

Contract Assets and Liabilities

 

The Company incurs certain incremental costs to obtain contracts that it expects to recover. These costs consist primarily of sales commissions and other directly related incentive compensation payments (reported as contract additions in the table below) which are dependent upon, and paid upon, successfully entering into individual customer contracts.

 

The table below provides a reconciliation of the contract assets associated with contracts with customers accounted for in accordance with ASC 606 for the six-month period ended June 30, 2019. Contract modifications and cancellations did not have a material effect on contract assets in the six-month period ended June 30, 2019. Contract assets are classified as “Other assets” on the consolidated balance sheet.

 

Balance at January 1

  $ 8,052  

Contract additions

    1,600  

Amortization

    (1,910 )

Balance at June 30

  $ 7,742  

 

The Company recorded a credit to the provision for uncollectible accounts receivable of $32 in the six-month period ended June 30, 2019 associated with its contracts with customers. See Note 5 “ Accounts Receivable .”

 

The table below provides a reconciliation of the contract liabilities associated with contracts with customers accounted for in accordance with ASC 606 for the six-month period ended June 30, 2019. Contract liabilities consist of deferred revenue and are included in “Accounts payable, accrued and other current liabilities” and “Other long-term liabilities, net of current portion.”

 

Balance at January 1

  $ 2,766  

Contract additions

    1,174  

Revenue recognized

    (525 )

Balance at June 30

  $ 3,415  

 

 

3 .

JOINT VENTURE

 

The table below provides certain financial information about the AQ-JV included on the Company’s consolidated balance sheet at June 30, 2019 and December 31, 2018. Cash may be utilized only to settle obligations of the joint venture. Because the joint venture is an LLC, and the Company has not guaranteed its operations, the joint venture’s creditors do not have recourse to the general credit of the Company.

 

   

2019

   

2018

 

Cash

  $ 270     $ 270  

Property, plant and equipment, net of accumulated depreciation of $359 and $309

  $ 1,782     $ 1,832  

 

The operating results and cash flows of the joint venture in the three and six-month periods of 2019 and 2018 were not material to the Company’s consolidated financial results.

 

 

4 .

FAIR VALUE MEASUREMENTS AND DERIVATIVE FINANCIAL INSTRUMENTS

 

Fair Value Measurements

 

The Company has developed valuation techniques based upon observable and unobservable inputs to calculate the fair value of non-current monetary assets and liabilities. Observable inputs reflect market data obtained from independent sources and unobservable inputs reflect internal market assumptions. These two types of inputs create the following fair value hierarchy:

 

 

Level 1 - Quoted prices for identical instruments in active markets.

 

Level 2 - Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

 

Level 3 - Significant inputs to the valuation model are unobservable.

 

 

ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited, In Thousands Except Per Share Amounts)

 

Financial assets and liabilities are classified within the fair value hierarchy in their entirety based on the lowest level of input that is significant to the fair value measurements. The Company’s assessment of the significance of a particular input to the fair value measurements requires judgment and may affect the valuation of the assets and liabilities being measured, as well as their level within the fair value hierarchy.

 

The fair values of cash equivalents, restricted cash, other short-term monetary assets and liabilities and financing leases approximate carrying values due to their nature. The carrying values of the Company’s senior credit facilities and other long-term obligations of $180,166 and $172,494 at June 30, 2019 and December 31, 2018, respectively, approximate fair value primarily as a result of the stated interest rates of the 2019 Senior Credit Facility approximating current market rates (Level 2).

 

The following table presents the Company’s financial assets measured at fair value on a recurring basis as of June 30, 2019 and December 31, 2018, at each hierarchical level. There were no transfers into or out of Levels 1 and 2 during the first six months of 2019:

 

   

June 30, 2019

   

December 31, 2018

 
   

Total

   

Level 1

   

Level 2

   

Level 3

   

Total

   

Level 1

   

Level 2

   

Level 3

 

Other assets:

                                                               

Interest rate swaps

  $ 40     $ -     $ 40     $ -     $ 458     $ -     $ 458     $ -  

 

Derivative Financial Instruments

 

The Company currently uses interest rate swaps to manage variable interest rate risk. At low LIBOR rates, payments under the swaps increase the Company’s cash interest expense, and at high LIBOR rates, they have the opposite effect.

 

The outstanding amount of the swaps as of a period end are reported on the balance sheet at fair value, represented by the estimated amount the Company would receive or pay to terminate the swaps. They are valued using models based on readily observable market parameters for all substantial terms of the contracts and are classified within Level 2 of the fair value hierarchy.

 

Under the terms of the 2019 Senior Credit Facility, the Company is required to enter into or obtain an interest rate hedge sufficient to effectively fix or limit the interest rate on borrowings under the agreement of a minimum of $90,000 with a weighted average life of at least two years. In 2017, as required under the terms of its 2017 Senior Credit Facility, the Company entered into a pay-fixed, receive-floating interest rate swap in the notional amount of $90,000, with an interest rate of 6.49425%, inclusive of a 5.0% LIBOR spread, and a maturity date of June 28, 2019. Upon repayment of the outstanding principal balance of the 2017 Senior Credit Facility on January 15, 2019, this swap was assigned to the 2019 Senior Credit Facility through its maturity date of June 28, 2019. On June 28, 2019, the Company entered into two pay-fixed, receive-floating, interest rate swaps. Each swap is in the notional amount of $67,500, has an interest rate of 6.1735% inclusive of a 4.5% LIBOR spread, and a maturity date of June 30, 2022. The swaps are with different counter parties. Changes in fair value of interest rate swaps are recorded to accumulated other comprehensive loss and reclassified to interest expense when the hedged transaction is recognized in earnings. Cash payments and receipts associated with interest rate swaps are classified as cash flows from operating activities. See Note 8 “ Long-Term Obligations ” and Note 11 “ Accumulated Other Comprehensive Loss .

 

 

ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited, In Thousands Except Per Share Amounts)

 

The following table presents the notional amount, fair value and balance sheet classification of the Company’s derivative financial instruments designated as cash flow hedges as of June 30, 2019 and December, 31, 2018. The fair values of both interest rate swaps were assets at June 30, 2019 and were hedges of the same interest rate risk.

 

     

Notional

   

Fair

 
 

Balance Sheet Location

 

Amount

   

Value

 

At June 30, 2019:

                 

Interest rate swaps

Other assets

  $ 135,000     $ 40  
                   

At December 31, 2018:

                 

Interest rate swaps

Other assets

  $ 90,000     $ 458  

 

The following table presents gains before income taxes on the Company’s interest rate swaps designated as a cash flow hedge for the three and six-month periods ending June 30, 2019 and 2018.

 

   

Three Months Ended

   

Six Months Ended

 
   

June 30,

   

June 30,

 
   

2019

   

2018

   

2019

   

2018

 

Gain recognized in accumulated other comprehensive loss

  $ 47     $ 107     $ 34     $ 412  

Gain reclassified from accumulated other comprehensive loss to income

    224       97       451       122  

 

The following table presents the effect of cash flow hedge accounting on the Company’s Statements of Comprehensive Income for the three and six-month periods ending June 30, 2019 and 2018:

 

   

Three Months Ended

   

Six Months Ended

 
   

June 30,

   

June 30,

 
   

2019

   

2018

   

2019

   

2018

 

Recorded as Interest Expense:

                               

Hedged interest payments

  $ (1,603 )   $ (1,575 )   $ (3,197 )   $ (3,062 )

Gain on interest rate swap

    224       97       451       122  

 

 

5.

ACCOUNTS RECEIVABLE

 

Accounts receivable, net, consists of the following at June 30, 2019 and December 31, 2018:

 

   

2019

   

2018

 

Retail customers

  $ 16,838     $ 21,732  

Wholesale carriers

    5,831       9,315  

Other

    4,455       4,361  
      27,124       35,408  

Less: allowance for doubtful accounts

    (4,653 )     (3,936 )

Accounts receivable, net

  $ 22,471     $ 31,472  

 

The following table presents the activity in the allowance for doubtful accounts for the six-month period ended June 30, 2019, which is associated entirely with the Company’s contracts with customers:

 

   

2019

 

Balance at January 1

  $ 3,936  

Provision for uncollectible accounts

    (32 )

Charged to other accounts

    1,253  

Deductions

    (504 )

Asset at June 30

  $ 4,653  

 

USAC has issued funding commitment letters for all of the Company’s rural health care customer applications for Funding Year 2018 (July 1, 2018 through June 30, 2019). Accounts receivable, net, associated with rural health care customers was $2,816 and $8,122 at June 30, 2019 and December 31, 2018, respectively. Rural health care accounts are a component of the retail customers category in the above table.

 

 

ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited, In Thousands Except Per Share Amounts)

 

 

6.

OTHER CURRENT ASSETS

 

Prepayments and other current assets consist of the following at June 30, 2019 and December 31, 2018:

 

     

2019

   

2018

 

Income tax receivable

  $ 5,091     $ 5,087  

Prepaid expense

    2,948       3,878  

Other

    2,635       3,204  

Total prepayments and other current assets

  $ 10,674     $ 12,169  

 

 

7 .

CURRENT LIABILITIES

 

Accounts payable, accrued and other current liabilities consist of the following at June 30, 2019 and December 31, 2018:

 

   

2019

   

2018

 

Accounts payable - trade

  $ 11,935     $ 14,627  

Accrued payroll, benefits, and related liabilities

    12,320       13,473  

Deferred capacity and other revenue

    7,170       6,095  

Other

    6,762       6,762  

Total accounts payable, accrued and other current liabilities

  $ 38,187     $ 40,957  

 

Advance billings and customer deposits consist of the following at June 30, 2019 and December 31, 2018:

 

   

2019

   

2018

 

Advance billings

  $ 3,774     $ 3,992  

Customer deposits

    32       32  

Total advance billings and customer deposits

  $ 3,806     $ 4,024  

 

 

8 .

LONG-TERM OBLIGATIONS

 

Long-term obligations consist of the following at June 30, 2019 and December 31, 2018:

 

   

2019

   

2018

 

2019 senior secured credit facility due 2024

  $ 180,000     $ -  

Debt discount

    (2,585 )     -  

Debt issuance costs

    (2,121 )     -  

2017 senior secured credit facility due 2023

    -       171,750  

Debt discount

    -       (2,024 )

Debt issuance costs

    -       (2,182 )

Capital leases and other long-term obligations

    2,751       2,768  

Total long-term obligations

    178,045       170,312  

Less current portion

    (4,546 )     (2,289 )

Long-term obligations, net of current portion

  $ 173,499     $ 168,023  

 

 

ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited, In Thousands Except Per Share Amounts)

 

As of June 30, 2019, the aggregate maturities of long-term obligations were as follows:

 

2019 (July 1 - December 31)

  $ 2,272  

2020 (January 1 - December 31)

    6,802  

2021 (January 1 - December 31)

    9,067  

2022 (January 1 - December 31)

    11,333  

2023 (January 1 - December 31)

    15,851  

2024 (January 1 - December 31)

    135,122  

Thereafter

    2,304  

Total maturities of long-term obligations

  $ 182,751  

 

2019 Senior Credit Facility

 

On January 15, 2019, the Company entered into an amended and restated credit facility consisting of an Initial Term A Facility in the amount of $180,000, a Revolving Facility in an amount not to exceed $20,000 and a Delayed-Draw Term A Facility in an amount not to exceed $25,000 (together the “2019 Senior Credit Facility” or “Agreement”). The Agreement also provides for Incremental Term A Loans up to an aggregate principal amount of the greater of $60,000 and trailing twelve month EBITDA, as defined in the Agreement. On January 15, 2019, proceeds from the Initial Term A Facility of $178,335, net of discounts of $1,665, were used to repay in full the outstanding principal balance of the Term A-1 Facility and Term A-2 Facility under the Company’s 2017 Senior Credit Facility of $112,500 and $59,250, respectively, pay accrued and unpaid interest of $590, and pay fees and expenses associated with the transaction totaling $2,216. The 2017 Senior Credit Facility was terminated on January 15, 2019. Discounts, debt issuance costs and fees associated with the 2019 Senior Credit Facility totaling $2,684 were deferred and will be charged to interest expense over the term of the agreement.

 

Amounts outstanding under the Initial Term A Facility, Revolving Facility, Delayed-Draw Facility and Incremental Term A Loans bear interest at LIBOR plus 4.5% per annum. The Company may, at its discretion and subject to certain limitations as defined in the Agreement, select an alternate base rate at a margin that is 1.0% lower than the counterpart LIBOR margin.

 

Principal payments on the Initial Term A Facility, Delayed-Draw A Facility and any amounts outstanding under the Incremental Term A Loans are due commencing in the third quarter of 2019 as follows: the third quarter of 2019 through the second quarter of 2020 – 0.625% per quarter; the third quarter of 2020 through the second quarter of 2022 – 1.25% per quarter; the third quarter of 2022 through the second quarter of 2023 – 1.875% per quarter; and the third quarter of 2023 through the fourth quarter of 2023 – 2.5% per quarter. The remaining outstanding principal balance, including any amounts outstanding under the Revolving Facility, is due on January 15, 2024.

 

There were no amounts outstanding under the Revolving Facility, Delayed-Draw Term A Facility and Incremental Term A Loans at June 30, 2019.

 

The obligations under the 2019 Senior Credit Facility are secured by substantially all the personal property and real property of the Company, subject to certain agreed exceptions.

 

The 2019 Senior Credit Facility contains customary representations, warranties and covenants, including covenants limiting the incurrence of debt, the payment of dividends and repurchase of the Company’s common stock.

 

The 2019 Senior Credit Facility provides for events of default customary for credit facilities of this type, including non-payment defaults on other debt, misrepresentation, breach of covenants, representations and warranties, change of control, and insolvency and bankruptcy.

 

Under the terms of the 2019 Senior Credit Facility, the Company is required to enter into or obtain an interest rate hedge sufficient to effectively fix or limit the interest rate on borrowings under the agreement of a minimum of $90,000 with a weighted average life of at least two years. Upon repayment of the outstanding principal balance of the 2017 Senior Credit Facility on January 15, 2019, the pay-fixed, receive-floating interest rate swap in the notional amount of $90,000, with an interest rate of 6.49425%, inclusive of a 5.0% LIBOR spread, and a maturity date of June 28, 2019 was assigned to the 2019 Senior Credit Facility. On June 28, 2019, the Company entered into two pay-fixed, receive-floating, interest rate swaps. Each swap is in the notional amount of $67,500, has an interest rate of 6.1735% inclusive of a 4.5% LIBOR spread, and a maturity date of June 30, 2022. The swaps are with different counter parties.

 

 

ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited, In Thousands Except Per Share Amounts)

 

2017 Senior Credit Facility

 

On January 15, 2019, the Company utilized proceeds from the 2019 Senior Credit Facility to repay in full the outstanding principal balance of its 2017 Senior Credit Facility in the amount of $171,750. The Company recorded a loss of $2,830 on the extinguishment of debt associated with this transaction, including the write-off of debt issuance costs and third-party fees.

 

6.25% Convertible Notes Due 2018

 

On May 1, 2018, the Company repurchased the outstanding balance of its 6.25% Notes. The cash settlement totaled $10,358, including principal of $10,044 and accrued interest of $314. Settlement was funded utilizing restricted cash of $10,044 and cash on hand of $314. There was no gain or loss associated with the repurchase.

 

 

9 .

OTHER LONG-TERM LIABILITIES

 

Other long-term liabilities, consisting primarily of deferred capacity and other revenue, was as follows at June 30, 2019 and December 31, 2018:

 

   

2019

   

2018

 

Deferred GCI capacity revenue, net of current portion

  $ 30,080     $ 31,113  

Other deferred IRU capacity revenue, net of current portion

    24,554       25,732  

Other deferred revenue, net of current portion

    2,590       2,113  

Other

    9,591       8,869  

Total other long-term liabilities

  $ 66,815     $ 67,827  

 

 

10.

LEASES

 

The Company adopted the provisions of ASC 842 effective in the first quarter of 2019 on a modified retrospective basis. Refer to Note 1 “ Summary of Significant Accounting Policies ” for a summary of the effect of initial adoption on the Company’s consolidated financial statements.

 

The Company applied the following practical expedients as provided for under ASC 842:

 

 

(i)

The determination of whether expired or existing contracts contain leases at the date of adoption was not reassessed;

 

(ii)

The classification of existing or expired leases at the date of adoption was not reassessed;

 

(iii)

The provisions of ASC 842 were not applied to lease agreements with a term of 12 months or less;

 

(iv)

Non-lease components, which are not material, were combined with lease components and, accordingly, consideration was not allocated between these two elements;

 

(v)

Existing lease agreements were not reassessed to identify any initial direct costs; and

 

(vi)

Hindsight was applied to determine changes in lease terms and assess for the impairment of ROU assets.

 

Lease Agreements Under Which the Company is the Lessee

 

The Company enters into agreements for land, land easements, access rights, IRUs, co-located data centers, buildings, equipment, pole attachments and personal property. These assets are utilized in the provision of broadband and telecommunications services to the Company’s customers. An agreement is determined to be a lease if it coveys to the Company the right to control the use of an identified asset for a period of time in exchange for consideration. Control is defined as the Company having both the right to obtain substantially all of the economic benefits from the use of the asset and the right to direct the use of the asset. This determination is made at contract inception. Operating leases are included in operating lease ROU assets and current and noncurrent operating lease liabilities on the consolidated balance sheet. Finance leases are included in property, plant and equipment and current portion of long-term obligations and long-term obligations on the consolidated balance sheet.

 

 

ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited, In Thousands Except Per Share Amounts)

 

ROU assets represent the Company’s right to use the underlying asset for the term of the operating lease and operating lease liabilities represent the Company’s obligation to make lease payments over the term of the lease. ROU assets and operating lease liabilities are recognized at the lease commencement date based on the estimated present value of the lease payments over the term of the lease.

 

The terms of the Company’s leases are primarily fixed. A limited number of leases include a variable payment component based on a pre-determined percentage or index.

 

Most of the Company’s lease agreements include extension options which vary between leases but are generally consistent with industry practice. Extension options are exercised as required to meet the Company’s service obligations and other business requirements. Extension options are included in the determination of the ROU asset if, at lease inception, it is reasonably certain that the option will be exercised.

 

Certain leases include a provision for early termination, typically in return for an agreed amount of consideration. The terms of these provisions vary by contract. Upon the exercise of an early termination option, the ROU asset and associated liability are remeasured to reflect the present value of the revised cash flows. There were no early terminations recorded in the six-month period ended June 30, 2019.

 

The Company’s operating and financing lease agreements do not include residual value guarantees, embedded leases or impose material restrictions or covenants on the Company’s operations. It has no lease arrangements with related parties. The Company has subleases associated with certain leased assets. Such arrangements are not material.

 

The Company entered into additional operating lease commitments that had not yet commenced as of June 30, 2019 with a present value totaling approximately $640. These leases are primarily associated with the Company’s CAF Phase II services, are expected to commence in 2019 and 2020, and have terms of 4 to 25 years.

 

The discount rate applied to determine the present value of the future lease payments is based on the Company’s incremental borrowing rate which is derived from recent secured borrowing arrangements entered into by the Company and publicly available information for instruments with similar terms.

 

The Company did not recognize any short-term lease cost, variable lease cost, enter into any sale and leaseback transactions or obtain right-of-use assets in exchange for operating and finance leases during the six-month period ended June 30, 2019.

 

The following tables provide certain quantitative information about the Company’s lease agreements under which it is the lessee as of and for the three and six-month periods ended June 30, 2019. The maturities of lease liabilities are presented in twelve-month increments beginning July 1, 2019.

 

   

Three Months Ended

   

Six Months Ended

 
   

June 30, 2019

   

June 30, 2019

 

Lease Cost

               
                 

Finance lease cost:

               

Amortization of right-of-use assets

  $ 19     $ 39  

Interest on lease liabilities

    68       136  

Operating lease costs

    1,955       3,910  

Total lease cost

  $ 2,042     $ 4,085  

 

 

ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited, In Thousands Except Per Share Amounts)

 

   

At

 
   

June 30, 2019

 

Balance Sheet Information

       
         

Operating leases:

       

ROU assets

  $ 80,458  
         
         

Liabilities - current

  $ 2,517  

Liabilities - noncurrent

    77,937  

Total liabilities

  $ 80,454  
         

Finance leases:

       

Property, plant and equipment

  $ 2,519  

Accumulated depreciation and amortization

    (1,410 )

Property, plant and equipment, net

  $ 1,109  
         

Current portion of long-term obligations

  $ 46  

Long-term obligations, net of current portion

    2,705  

Total finance lease liabilities

  $ 2,751  

 

   

At June 30, 2019

 
   

Operating

   

Financing

 
   

Leases

   

Leases

 

Maturities of Lease Liabilities

               
                 

Year 1

  $ 7,058     $ 314  

Year 2

    7,392       322  

Year 3

    7,284       331  

Year 4

    7,151       341  

Year 5

    6,855       350  

Thereafter

    159,594       3,652  

Total lease payments

    195,334       5,310  

Less imputed interest

    (115,494 )     (2,559 )

Total present value of lease obligations

    79,840       2,751  

Present value of current obligations

    (1,903 )     (46 )

Present value of long-term obligations

  $ 77,937     $ 2,705  

 

 

ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited, In Thousands Except Per Share Amounts)

 

Other Information

       
         

Cash paid for amounts included in the measurement of lease liabilities:

       

Operating cash flows from finance leases

  $ 136  

Operating cash flows from operating leases

    3,914  

Financing cash flows from finance leases

    18  

Right-of-use assets obtained in exchange for new operating lease liabilities

    243  

Weighted-average remaining lease term (in years):

       

Finance leases

    14  

Operating leases

    30  

Weighted-average discount rate:

       

Finance leases

    9.8 %

Operating leases

    6.9 %

 

Lease Agreements Under Which the Company is the Lessor

 

The Company’s agreements under which it is the lessor are primarily associated with the use of its network assets, including IRUs for fiber optic cable, colocation and buildings. An agreement is determined to be a lease if it coveys to the lessee the right to control the use of an identified asset for a period of time in exchange for consideration. Control is defined as the lessee having both the right to obtain substantially all of the economic benefits from the use of the asset and the right to direct the use of the asset. This determination is made at contract inception. Exchanges of IRUs with other carriers are accounted for as leases if the arrangement has commercial substance. All of the Company’s agreements under which it is the lessor have been determined to be operating leases.

 

Lease payments are recognized as income on a straight-line basis over the term of the agreement, including scheduled changes in payments not based on an index or otherwise determined to be variable in nature. Any changes in payments based on an index are reflected in income in the period of the change. The underlying leased asset is reported as a component of property, plant and equipment on the balance sheet.

 

Initial direct costs associated with the lease incurred by the Company are deferred and expensed over the term of the lease.

 

Certain of the Company’s operating lease agreements include extension options which vary between leases but are generally consistent with industry practice. Extension options are not included in the determination of lease income unless, at lease inception, it is reasonably certain that the option will be exercised.

 

The Company’s operating leases do not include purchase options.

 

Certain leases include a provision for early termination, typically in return for an agreed amount of consideration. The terms of these provisions vary by contract. Upon the exercise of an early termination option, any deferred rent receivable, deferred income and unamortized initial direct costs are written off. The underlying asset is assessed for impairment giving consideration to the Company’s ability to utilize the asset in its business. There were no early terminations recorded in the six-month period ended June 30, 2019.

 

The Company does not have material sublease arrangements as the lessor or lease arrangements with related parties.

 

The Company did not have sales-type leases or direct financing leases as of June 30, 2019.

 

The underlying assets associated with the Company’s operating leases are accounted for under ASC 360, “ Property, Plant and Equipment. ” The assets are depreciated on a straight-line basis over their estimated useful life, including any periods in which the Company expects to utilize the asset subsequent to termination of the lease.

 

 

ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited, In Thousands Except Per Share Amounts)

 

The Company’s operating lease agreements may include a non-lease component associated with operation and maintenance services. Consideration received for these services are recognized as income on a straight-line basis consistently with the lease components. Certain operating lease arrangements include a separate maintenance and service agreement. Consideration received under these separate agreements are recognized as income when the relevant service is provided to the lessee.

 

The following tables provide certain quantitative information about the Company’s operating lease agreements under which it is the lessor as of and for the three and six-month periods ended June 30, 2019. Lease income is classified as revenue on the Statement of Comprehensive Income. The carrying value of the underlying leased assets is not material.

 

   

Three Months Ended

   

Six Months Ended

 
   

June 30, 2019

   

June 30, 2019

 

Lease Income

               
                 

Total lease income

  $ 855     $ 1,716  

 

   

At June, 30

 
   

2019

 

Maturities of Future Undiscounted Lease Payments

       
         

Year 1

  $ 1,130  

Year 2

    1,088  

Year 3

    625  

Year 4

    369  

Year 5

    365  

Thereafter

    2,928  

Total future undiscounted lease payments

  $ 6,505  

 

 

11 .       ACCUMULATED OTHER COMPR E HENSIVE LOSS

 

The following table summarizes the activity in accumulated other comprehensive income (loss) for the six-month period ended June 30, 2019:

 

   

Defined

                 
   

Benefit

                 
   

Pension

   

Interest

         
   

Plan

   

Rate Swaps

   

Total

 

Balance at December 31, 2018

  $ (3,003 )   $ 328     $ (2,675 )

Other comprehensive income before reclassifications

    28       24       52  

Reclassifications from accumulated comprehensive income (loss) to net income

    174       (323 )     (149 )

Net other comprehensive income (loss)

    202       (299 )     (97 )

Balance at June 30, 2019

  $ (2,801 )   $ 29     $ (2,772 )

 

 

ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited, In Thousands Except Per Share Amounts)

 

The following table summarizes the reclassifications from accumulated other comprehensive loss to net income for the three and six-month periods ended June 30, 2019 and 2018:

 

   

Three Months Ended

   

Six Months Ended

 
   

June 30,

   

June 30,

 
   

2019

   

2018

   

2019

   

2018

 

Amortization of defined benefit plan pension items:

                               

Amortization of loss

  $ 122     $ 91     $ 243     $ 182  

Income tax effect

    (35 )     (26 )     (69 )     (52 )

After tax

    87       65       174       130  
                                 

Amortization of gain on interest rate swap:

                               

Reclassification to interest expense

    (224 )     (97 )     (451 )     (122 )

Income tax effect

    64       28       128       35  

After tax

    (160 )     (69 )     (323 )     (87 )

Total reclassifications, net of income tax

  $ (73 )   $ (4 )   $ (149 )   $ 43  

 

Amounts reclassified to net income from our defined benefit pension plan and interest rate swaps have been presented within “Other income (expense), net” and “Interest expense,” respectively, in the Statements of Comprehensive Income. The estimated amount to be reclassified from accumulated other comprehensive income as a reduction in interest expense within the next twelve months is $252. See Note 4 “ Fair Value Measurements and Derivative Financial Instruments .”

 

 

12 .

STOCK INCENTIVE PLANS

 

Under the Company’s stock incentive plan, stock options, restricted stock, stock-settled stock appreciation rights, performance share units and other awards may be granted to officers, employees, consultants, and non-employee directors. Long-term incentive awards (“LTIP”) were granted to executive management annually through 2010.

 

2011 Incentive Award Plan

 

On June 10, 2011, Alaska Communications shareholders approved the 2011 Incentive Award Plan, which was amended and restated on June 30, 2014 and June 25, 2018, and which terminates in 2021. Following termination, all shares granted under this plan, prior to termination, will continue to vest under the terms of the grant when awarded. All remaining unencumbered shares of common stock previously allocated to the Prior Plans were transferred to the 2011 Incentive Award Plan. In addition, to the extent that any outstanding awards under the Prior Plans are forfeited or expire or such awards are settled in cash, such shares will again be available for future grants under the 2011 Incentive Award Plan. The Company grants Restricted Stock Units (“RSUs”) and Performance Stock Units (“PSUs”) as the primary equity based incentive for executive and certain non union-represented employees. The disclosures below are primarily associated with RSU and PSU grants awarded in 2017 and 2018.

 

Restricted Stock Units

 

The Company measures the fair value of RSUs based on the number of shares granted and the quoted closing market price of the Company’s common stock on the date of grant. RSUs granted in 2018 vest ratably over three years.

 

In the second quarter of 2019, RSU’s granted to the Company’s former Chief Executive Officer in 2017 and 2018 were modified. The vesting dates were accelerated from 2020 and 2021 to June 2019, and the awards were revalued. The modification resulted in a net increase in share-based compensation expense of $112 in the second quarter. The modification is included in grants and cancellations in the table below.

 

 

ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited, In Thousands Except Per Share Amounts)

 

The following table summarizes the RSU, LTIP and non-employee director stock compensation activity for the six-month period ended June 30, 2019.

 

           

Weighted

 
           

Average

 
           

Grant Date

 
   

Number

   

Fair

 
   

of Units

   

Value

 

Nonvested at December 31, 2018

    1,185     $ 1.88  

Granted

    171       1.65  

Vested

    (768 )     1.86  

Canceled or expired

    (208 )     1.96  

Nonvested at June 30, 2019

    380     $ 1.78  

 

Performance Stock Units

 

The PSUs granted in 2018 will vest in three equal installments, or tranches, if certain stock price thresholds and service thresholds are achieved.

 

The Company measured the fair value of the 2018 PSUs using a Monte Carlo simulation model. Share-based compensation expense subject to a market condition is recognized regardless of whether the market condition is satisfied, provided that the requisite service has been provided.

 

In the second quarter of 2019, certain PSU’s granted to the Company’s former Chief Executive Officer in 2017 and 2018 were modified. The vesting dates were accelerated from 2019, 2020 and 2021 to June 2019, and the awards were revalued. The modification resulted in a net decrease in share-based compensation expense of $165 in the second quarter. The modification is included in grants and cancellations in the table below.

 

The following table summarizes the PSU activity for the six-month period ended June 30, 2019.

 

           

Weighted

 
           

Average

 
           

Grant Date

 
   

Number

   

Fair

 
   

of Units

   

Value

 

Nonvested at December 31, 2018

    2,070     $ 0.85  

Granted

    779       0.28  

Vested

    -       -  

Canceled or expired

    (1,318 )     0.91  

Nonvested at June 30, 2019

    1,531     $ 0.51  

 

 

ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited, In Thousands Except Per Share Amounts)

 

The following table provides selected information about the Company’s share-based compensation as of and for the three and six-month periods ended June 30, 2019 and 2018:

 

   

Three Months Ended

   

Six Months Ended

 
   

June 30,

   

June 30,

 
   

2019

   

2018

   

2019

   

2018

 

Total compensation cost for share-based payments

  $ (9 )   $ 325     $ 489     $ 567  

Weighted average grant-date fair value of equity instruments granted (per share)

  $ 0.53     $ 1.75     $ 0.53     $ 1.76  

Total fair value of shares vested during the period

  $ 436     $ -     $ 1,427     $ 1,524  
                                 

At June 30:

                               

Unamortized share-based payments

                  $ 293     $ 1,315  

Weighted average period (in years) to be recognized as expense

                    0.9       1.3  

 

 

1 3 .

EARNINGS PER SHARE

 

Earnings per share are based on the weighted average number of shares of common stock and dilutive potential common share equivalents outstanding. Basic earnings per share assumes no dilution and is computed by dividing net income attributable to Alaska Communications by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of the Company. Potential common share equivalents include restricted stock granted to employees and deferred shares granted to directors.

 

Effective in 2015, the Company discontinued use of the “if converted” method in calculating diluted earnings per share in connection with its contingently convertible debt. Accordingly, 322 and 648 shares related to the 6.25% Notes were excluded from the calculation of diluted earnings per share for the three and six-month periods ended June 30, 2018. On May 1, 2018, the Company repurchased the outstanding balance of the 6.25% Notes. See Note 8 “ Long-Term Obligations .”

 

The calculation of basic and diluted earnings per share for the three and six-month periods ended June 30, 2019 and 2018 are as follows:

 

   

Three Months Ended

   

Six Months Ended

 
   

June 30,

   

June 30,

 
   

2019

   

2018

   

2019

   

2018

 
                                 

Net income attributable to Alaska Communications

  $ 35     $ 3,442     $ 262     $ 5,543  
                                 

Weighted average common shares outstanding:

                               

Basic shares

    53,799       53,111       53,591       52,897  

Effect of stock-based compensation

    770       777       1,008       932  

Diluted shares

    54,569       53,888       54,599       53,829  
                                 

Net income per share attributable to Alaska Communications:

                               

Basic

  $ 0.00     $ 0.06     $ 0.00     $ 0.10  

Diluted

  $ 0.00     $ 0.06     $ 0.00     $ 0.10  

 

 

ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited, In Thousands Except Per Share Amounts)

 

 

1 4 .

RETIREMENT PLANS

 

Multi-employer Defined Benefit Plan

 

Pension benefits for substantially all of the Company’s Alaska-based employees are provided through the Alaska Electrical Pension Fund (“AEPF”). The Company pays a contractual hourly amount based on employee classification or base compensation to the AEPF. As a multi-employer defined benefit plan, the accumulated benefits and plan assets are not determined for, or allocated separately to, the individual employer. This plan was not in endangered or critical status during the plan year.

 

Defined Benefit Plan

 

The Company has a separate defined benefit plan that covers certain employees previously employed by Century Telephone Enterprise, Inc. (“CenturyTel Plan”). This plan was transferred to the Company in connection with the acquisition of CenturyTel, Inc.’s Alaska properties, whereby assets and liabilities of the CenturyTel Plan were transferred to the ACS Retirement Plan on September 1, 1999. As of June 30, 2019, this plan is not fully funded under the Employee Retirement Income Security Act of 1974, as amended.

 

The following table presents the net periodic pension expense for the ACS Retirement Plan for the three and six-month periods ended June 30, 2019 and 2018:

 

   

Three Months Ended

   

Six Months Ended

 
   

June 30,

   

June 30,

 
   

2019

   

2018

   

2019

   

2018

 

Interest cost

  $ 150     $ 141     $ 300     $ 282  

Expected return on plan assets

    (169 )     (198 )     (339 )     (396 )

Amortization of loss

    141       148       282       296  

Net periodic pension expense

  $ 122     $ 91     $ 243     $ 182  

 

Net periodic pension expense is included in the line item “Other (expense) income, net” in the Statements of Comprehensive Income.

 

 

1 5 .

SUPPLEMENTAL CASH FLOW INFORMATION

 

Restricted cash of $1,631 at June 30, 2019 consisted of certificates of deposit of $1,600 required under the terms of certain contracts to which the Company is a party and other restricted cash of $31. Restricted cash of $1,634 at December 31, 2018 consisted of certificates of deposit of $1,600 required under the terms of certain contracts to which the Company is a party and other restricted cash of $34.

 

The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the statement of financial position at June 30, 2019 and 2018 that sum to the total of these items reported in the statement of cash flows:

 

   

June 30,

 
   

2019

   

2018

 

Cash and cash equivalents

  $ 23,920     $ 10,388  

Restricted cash

    1,631       1,769  

Total cash, cash equivalents and restricted cash

  $ 25,551     $ 12,157  

 

The following table presents supplemental non-cash transaction information for the six-month periods ended June 30, 2019 and 2018:

 

   

2019

   

2018

 

Supplemental Non-cash Transactions:

               

Capital expenditures incurred but not paid at June 30

  $ 4,488     $ 3,520  

Additions to ARO asset

  $ 25     $ 708  

Unsettled share repurchases

  $ 56     $ -  

 

 

ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited, In Thousands Except Per Share Amounts)

 

 

1 6 .

BUSINESS SEGMENTS

 

The Company operates its business under a single reportable segment. The Company’s chief operating decision maker assesses the financial performance of the business as follows: (i) revenues are managed on the basis of specific customers and customer groups; (ii) costs are managed and assessed by function and generally support the organization across all customer groups or revenue streams; (iii) profitability is assessed at the consolidated level; and (iv) investment decisions and the assessment of existing assets are based on the support they provide to all revenue streams.

 

 

1 7 .

COMMITMENTS AND CONTINGENCIES

 

The Company enters into purchase commitments with vendors in the ordinary course of business, including minimum purchase agreements. The Company also has long-term purchase contracts with vendors to support the on-going needs of its business. These purchase commitments and contracts have varying terms and in certain cases may require the Company to buy goods and services in the future at predetermined volumes and at fixed prices.

 

The Company is involved in various claims, legal actions and regulatory proceedings arising in the ordinary course of business. The Company establishes an accrual when a particular contingency is probable and estimable, and has recorded litigation accruals totaling $1,516 at June 30, 2019 against certain current claims and legal actions. The Company also faces contingencies that are reasonably possible to occur that cannot currently be estimated. The Company believes that the disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position, comprehensive income or cash flows. It is the Company’s policy to expense costs associated with loss contingencies, including any related legal fees, as they are incurred.

 

 

 

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

FORWARD-LOOKING STATEMENTS AND ANALYSTS’ REPORTS

 

This Form 10-Q and our future filings on Forms 10-K, 10-Q and 8-K and the documents incorporated therein by reference include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934 (“Exchange Act”), as amended. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including statements about anticipated future operating and financial performance, financial position and liquidity, growth opportunities and growth rates, pricing plans, acquisition and divestiture opportunities, business prospects, strategic alternatives, business strategies, regulatory and competitive outlook, investment and expenditure plans, financing needs and availability and other similar forecasts and statements of expectation and statements of assumptions underlying any of the foregoing. Words such as “anticipates”, “believes”, “could”, “estimates”, “expects”, “intends”, “may”, “plans”, “projects”, “seeks”, “should” and variations of these words and similar expressions are intended to identify these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations or projections. Forward-looking statements by us are based on estimates, projections, beliefs and assumptions of management and are not guarantees of future performance. Such forward-looking statements may be contained in this Form 10-Q under Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations and elsewhere. Actual future performance, outcomes, and results may differ materially from those expressed in forward-looking statements made by us as a result of a number of important factors. Examples of these factors include (without limitation):

 

 

Our ability to continue to develop and fund attractive, integrated products and services to evolving industry standards, and meet the pressure from competition to offer these services at lower prices

 

unforeseen challenges when entering new markets and our ability to recognize and react to actions, products or services of competitors that threaten our competitive advantage in the marketplace

 

our size, because we are a smaller sized competitor in the markets we serve and we compete against large competitors with substantially greater resources

 

governmental and public policy changes and investigations, including on-going changes in our revenues, or obligations for current and prior periods related to these programs, resulting from regulatory actions affecting inter-carrier compensation, on-going support for state programs such as Essential Network Support obligations, and federal programs such as the rural health care universal service support mechanism, including ascertainment of the “urban rate” and “rural rate” used to determine federal support payments for services we provide to our rural health care customers for current and prior periods, as well as our ability to comply with the regulatory requirements to contribute to the Universal Service Fund and receive support payments from that fund

 

our ability to obtain and appropriately allocate resources to support our growth objectives

 

our ability to maintain successful arrangements with our represented employees

 

our ability to keep pace with rapid technological developments and changing standards in the telecommunications industry, including on-going capital expenditures needed to upgrade our network to industry competitive speeds, particularly in light of expected 5G deployments by mobile wireless carriers

 

our ability to maintain our cost structure as a focused broadband and managed IT services company. Maintaining our cost structure is key to generating cash flow from operating activities. If we fail to effectively manage our costs, our financial condition will be impacted

 

disruptions or failures in the physical infrastructure or operating systems that support our businesses and customers, or cyber-attacks or security breaches of the physical infrastructure, operating systems or devices that our customers use to access our products and services

 

our ability to adequately invest in the maintenance and upgrade of our networks and other information technology systems

 

the Alaskan economy, which has been impacted by continued low crude oil prices which are creating a significant impact on both the level of spending by the State of Alaska and the level of investment in resource development projects by natural resource exploration and development companies in Alaska. The proposed cuts to the state 2020 budget, current legislative impasse and potential spending reductions may impact the economy in the markets we serve and impact our future financial performance

 

 

  our ability to invest sufficiently in our underlying infrastructure, including buildings, fleet and related equipment
 

the ability to attract, recruit, retain and develop our workforce, and implement succession planning necessary for achieving our business plan

 

structural declines for voice and other legacy services within the telecommunications industry

 

the success or failure of any future acquisitions or other major transactions

 

our business and operations could be negatively affected as a result of the actions of activist stockholders, which could cause us to incur significant expense, hinder execution of our business strategy and impact our stock price

 

unanticipated damage to one or more of our undersea fiber optic cables resulting from construction or digging mishaps, fishing boats or other reasons

 

a maintenance or other failure of our network or data centers

 

a failure of information technology systems

 

a third-party claim that the Company is infringing upon their intellectual property, resulting in litigation or licensing expenses, or the loss of our ability to sell or support certain products

 

unanticipated costs required to fund our post-retirement benefit plans, or contingent liabilities associated with our participation in a multi-employer pension plan

 

geologic or other natural disturbances relevant to the location of our operations

 

our ability to meet the terms of our financing agreements and to draw down additional funds under the facility to meet our liquidity needs

 

the cost and availability of future financing, at the terms, and subject to the conditions necessary, to support our business and pursue growth opportunities; our debt could also have negative consequences for our business; for example, it could increase our vulnerability to general adverse economic and industry conditions, or limit our flexibility in planning for, or reacting to, changes in our business and the telecommunications industry; in addition, our ability to borrow funds in the future will depend in part on the satisfaction of the covenants in our credit facilities; if we are unable to satisfy the financial covenants contained in those agreements, or are unable to generate cash sufficient to make required debt payments, the lenders and other parties to those arrangements could accelerate the maturity of some or all of our outstanding indebtedness

 

our success in providing broadband solutions to the North Slope and western Alaska

 

our ability to repurchase shares of our Common Stock under our repurchase program

 

the success of the Company’s expansion into managed IT services, including the execution of those services for customers

 

our internal control over financial reporting may not be effective, which could cause our financial reporting to be unreliable

 

the matters described under Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2018.

 

In light of these risks, uncertainties and assumptions, you should not place undue reliance on any forward-looking statements. Additional risks that we may currently deem immaterial or that are not currently known to us could also cause the forward-looking events discussed in this Form 10-Q or our other reports not to occur as described. Except as otherwise required by applicable securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason after the date of this Form 10-Q.

 

Investors should also be aware that while we do, at various times, communicate with securities analysts, it is against our policy to disclose to them any material non-public information or other confidential information. Accordingly, investors should not assume that we agree with any statement or report issued by an analyst irrespective of the content of the statement or report. To the extent that reports issued by securities analysts contain any projections, forecasts or opinions, such reports are not our responsibility.

 

 

OVERVIEW

 

We are a fiber broadband and managed IT services provider, offering technology and service enabled customer solutions to business and wholesale customers in and out of Alaska. We also provide telecommunication services to consumers in the most populated communities throughout the state. Our facilities based communications network extends through the economically significant portions of Alaska and connects to the contiguous states via our two diverse undersea fiber optic cable systems. Our network is among the most expansive in Alaska and forms the foundation of service to our customers. We operate in a largely two-player terrestrial wireline market and we estimate our market share to be less than 25% statewide. However, we sponsored a third-party market study in the fourth quarter of 2018 which suggests that our market share in “near net”, that is, within one mile of our fiber footprint, may be closer to 40%. This is consistent with our hypothesis that from a revenue performance perspective, relative to our largest competitor we are gaining market share in the markets we are serving.

 

The sections that follow provide information about important aspects of our operations and investments and include discussions of our results of operations, financial condition and sources and uses of cash. In addition, we have highlighted key trends and uncertainties to the extent practicable. The content and organization of the financial and non-financial data presented in these sections are consistent with information we use in evaluating our own performance and allocating our resources.

 

The Alaska Economy

 

We operate in a geographically diverse state with unique characteristics. We monitor the state of the economy and, in doing so, we compare Alaska economic activity with broader economic conditions. In general, we believe that the Alaska telecommunications market, as well as general economic activity in Alaska, is affected by certain economic factors, which include:

 

 

investment activity in the oil and gas markets and the price of crude oil

 

tourism levels

 

governmental spending and activity of military personnel

 

the price trends of bandwidth

 

the growth in demand for bandwidth

 

decline in demand for voice and other legacy services

 

local customer preferences

 

unemployment levels

 

housing activity and development patterns

 

The population of Alaska, which declined marginally in 2018, is approximately 740,000 with Anchorage, Fairbanks and Juneau serving as the primary population and economic centers in the state.

 

It is estimated that one-third of Alaska’s economy is dependent on federal spending, one-third on natural resources, in particular the production of crude oil, and the remaining one-third on drivers such as tourism, mining, timber, seafood, international air cargo and miscellaneous support services.

 

Alaska’s economy is dependent on investment by oil companies, and state tax revenues correlate with the price of oil as the State assesses a tax based on the retail price of oil that transits the pipeline from the North Slope. The price of crude oil dropped substantially during 2014 through 2016, and increased marginally in 2017 and 2018. The decline in the price of crude oil has impacted the state in two ways:

 

 

1.

Resource based companies reduced their level of spending in the state, and in particular the North Slope, through reducing their operating costs.

 

2.

The State of Alaska budget represents approximately 15% of the states total economy. The state’s budget deficit was reduced from $3.7 billion in 2015 to $0.7 billion in 2019 primarily through spending reductions and utilization of interest earned on the state’s permanent fund. Reduced spending by the state has had a dampening effect on overall economic activity in the state. Proposed further reductions to the state’s 2020 budget, the current legislative impasse and potential resulting reduced spending may impact the economy in the markets we serve.

 

Economists anticipate that slowly increasing oil prices and growing industry optimism bode well for continued new development and increased activity on the North Slope in 2019, supporting an increase in the volume of oil moving through the pipeline and the generation of revenue for the state government.

 

Economists believe the Alaskan economy entered a moderate recession beginning in the second half of 2015. Certain areas of the economy showed improvement beginning in 2018. Employment levels in the state declined approximately 0.3% in 2018 (compared with a 1.3% decline in 2017) driven by declines in the oil and gas industry, construction, and Federal and state government, offset by increases in health care and local government. The negative effects of the recession have been mitigated by diversity in the Alaskan economy, including growth in the health care and tourism industries. However, economists believe that, without a long-term solution to the state budget deficit, a full economic recovery may remain elusive.

 

 

Our objective is to continue generating sector leading revenue growth in the broadband market through investments in sales, service, marketing and product development while expanding our broadband network capabilities through higher efficiencies, automation, new technology and expanded service areas. We also intend to continue our growth in the managed IT services market by providing these services to our broadband customers, and leveraging our position as the premier Cloud Enabler for business in the state of Alaska. We also seek to continuously improve our customer service, and utilize the Net Promoter Score (“NPS”) framework to track the feedback of our customers for virtually all customer interactions. We believe that higher NPS scores will allow us to increasingly provide a differentiated service experience for our customers, which will support our growth. We are focused on expanding our margins, and we utilize the LEAN framework to eliminate waste and simplify how we do business.

 

Regulatory Update

 

The items reported under Part I, Item 1. Business – Regulation in our Annual Report on Form 10-K for the year ended December 31, 2018, are updated as follows. This section should be read in conjunction with the corresponding items previously disclosed in our Annual Report.

 

US Federal Regulatory Matters

 

Rural Health Care Support Program

 

As described in our most recent Form 10-K, in November 2018, USAC approved the rural rates for the services we provide to our rural health care customers for Funding Year 2018, which began on July 1, 2018 and ends on June 30, 2019.

 

We are also working to reduce the level of regulatory and business uncertainty associated with our rural health care business in two additional ways. First, in November 2018, we requested FCC approval for rural rates for Funding Year 2019, which began July 1, 2019, in an attempt to shorten the USAC funding request approval process and bring greater certainty to the competitive bidding process for rural health care provider services that began in January 2019.The FCC did not act on this request before the start of Funding Year 2019. Even though Funding Year 2019 is now underway, the rates, when approved, will nevertheless apply to services we have provided to rural health care customers beginning on July 1, 2019

 

Second, we have continued to advocate for the FCC to expeditiously adopt rules to reform and modernize the Rural Health Care Telecommunications Program, on which the majority of health care providers in Alaska rely, in the proceeding that began in December 2017. On July 11, 2019, FCC Chairman Pai proposed a draft Order reforming these rules, which was adopted by the FCC at its monthly meeting on August 1, 2019. This order makes comprehensive changes to the rules governing the competitive bidding process and the method for determining the urban and rural rates used to calculate the amount of the Telecommunications Program support payments for which a health care provider is eligible. The changes to the urban and rural rate rules do not take effect until Funding Year 2021, which will begin July 1, 2021. In the meantime, it remains impossible to predict the impact the new rules will have. We are continuing to evaluate the impact of the funding cap constraints, ongoing uncertainty and unpredictability in the Rural Health Care Universal Service Support Mechanism, and the impact of the rule changes on our rural health care customers and revenues in light of these developments.

 

CAF Phase II  

 

CAF Phase II supplanted the CAF Phase I frozen support mechanism and requires recipients to provide broadband service to unserved locations throughout the designated coverage area by the end of a specified build-out period, as well as to meet interim milestone build-out obligations.

 

On October 31, 2016, the FCC released its order adopting CAF Phase II (“CAF II”) for the only price cap carrier in Alaska, Alaska Communications. Under that order, we will receive approximately $19.7 million annually (the same amount we received as CAF I high cost frozen support) for the ten-year period starting January 1, 2016 and continuing through December 31, 2025. To receive this support, we committed to provide voice and broadband Internet access service to 31,571 locations in census blocks that are unserved or only partially served by any unsubsidized competitor. These will include approximately 26,000 locations that did not previously have access to broadband Internet access service.

 

The Company filed notices with the FCC as part of a challenge process to include partially served locations within census blocks supported by an unsubsidized competitor. As a result, the Company was able to include over 1,700 additional locations toward meeting its deployment obligations.

 

We are continuing to work toward meeting our CAF II obligations in a capital-efficient manner, including the potential to deliver broadband Internet access services meeting CAF II requirements using our fixed wireless platform.

 

 

Satellite Services

 

On February 16, 2018, the FCC granted our application for a license to operate a network of C-band satellite earth stations to be used to serve our customers that cannot be reached by terrestrial middle mile facilities. Under that license, we are authorized to use up to 72 MHz of C-band spectrum on Eutelsat’s satellite, E115WB, for a term of 15 years. In June 2018, the FCC granted our application to expand that network to include new customer sites, and we have since requested authority to double the amount of spectrum we are authorized to use, up to 144 MHz, and serve additional sites. We expect this arrangement to provide us with greater predictability and stability in the availability and cost of long-haul transport connectivity to our customers that must be served by satellite. Since that time, we have continued to expand our C-band network.

 

Our C-band satellite earth stations use the 3.7 - 4.2 GHz band to receive downlink transmissions from geostationary satellites. On April 19, 2018, the Wireless Telecommunications, International, and Public Safety Bureaus of the FCC announced an immediate, temporary freeze on the filing of new or modification applications for fixed-satellite service earth station licenses, receive-only earth station registrations, and fixed microwave licenses in the 3.7 - 4.2 GHz portion of the C-band spectrum, in order to preserve the current landscape of authorized operations in that band while the Commission continues to examine opportunities to permit expanded terrestrial use of that band for mobile broadband and additional fixed services. On June 26, 2018, we filed an application for modification of our license to add ten additional earth station sites to serve the Kuspuk School District and requested a waiver of the FCC’s freeze on such filings. These requests were granted by and order released by the FCC on August 1, 2019.

 

On July 13, 2018, the FCC issued a Notice of Proposed Rulemaking seeking comment on options for expanding terrestrial use of the 3.7 - 4.2 GHz band for “5G” services. In response, we have filed comments and reply comments advocating for continued access to this spectrum for satellite downlink operations in Alaska. We are unable to predict the outcome of this proceeding. If the FCC adopts rules that limit our ability to license or register additional satellite earth stations in this band, or expands terrestrial transmissions in the 3.7 - 4.2 GHz band, it may become more difficult or costly for us to use this band, or necessitate relocation of our services to alternative spectrum bands.

 

In October 2018, the FCC also opened a proceeding to examine possible new terrestrial uses of the 6 GHz band, including the 5.925-6.425 GHz spectrum used for C-band satellite uplink transmissions originating from terrestrial earth stations to geostationary satellites in orbit. Because C-band earth stations are transmitting in that band, not receiving, we expect any increase in terrestrial use of the 6 GHz band to have a less severe impact on our satellite C-band network than would use of the 3.7 - 4.2 GHz receive band. Nevertheless, we are unable at this time to predict the outcome of these proceedings, or to assess any potential future impact on our C-band satellite services.

 

State of Alaska Regulatory Matters

 

Alaska Universal Service Fund

 

The Alaska Universal Service Fund (“AUSF”) complements the federal Universal Service Fund, but is focused on obligations to meet intrastate service obligations. The RCA has opened an “information docket” to evaluate and scope a comprehensive AUSF reform rulemaking that might include consideration of the Fund’s continued need. The RCA also opened a rulemaking to review the regulations specific to AUSF shortfalls. A final decision in that matter was issued in late December, 2017. These rules were transmitted to the Lt. Governor for signature and became effective April, 2018. They eliminate the hierarchy of shortfall payments except for Lifeline and administrative operating expenses.

 

In January, 2018, the RCA opened a rulemaking to repeal the AUSF effective July 31, 2019, and sought comments and reply comments. The Alaska Telephone Association and its members filed a plan to cap the fund and distributions. AT&T, GCI, and Alaska Communications also filed comments and reply comments. A hearing was scheduled in April. A final order was issued by the RCA on October 24, 2018 with changes to the distribution to be effective January 1, 2019.

 

Prior to changes to the AUSF distribution, AUSF supported a portion of certain higher cost carriers’ switching costs, the costs of Lifeline service (which supports rates of low-income customers), the Carrier of Last Resort (“COLR”), Carrier Common Line (“CCL”) support program and other costs associated with regulated service. These funding mechanisms have been eliminated and replaced with a new funding mechanism called Essential Network Support (“ENS”). In addition, the AUSF surcharge has been capped at 10%.

 

 

In response to the FCC’s order eliminating Lifeline qualifying programs approved by state regulatory commissions, the Alaskan telecommunications industry has proposed a waiver of the state qualifying programs to align the state and federal qualifying programs. The RCA granted that waiver prior to December 2, 2016 when the new rules went into effect. In August 2017, the RCA opened a docket, R-17-002, on Lifeline to align the programs with the federal rules and revise the certification and verification procedures to reflect revised federal procedures. Lifeline service providers have been operating under an RCA order that aligns some issues and companies made tariff filings to align their procedures. This rulemaking is somewhat ministerial in nature but may become moot depending on the outcomes of the AUSF docket R-18-001. Comments were submitted in September 2017. The regulation docket has a final decision deadline of August 25, 2019.

 

Other State Regulatory Matters

 

On May 14, 2019, the Alaska State Legislature passed Senate Bill 83 which is expected to be signed by the governor in due course. The bill will eliminate the requirement for Alaska Communications to maintain RCA-filed tariffs for rates, terms, and conditions for legacy phone and networking services in Alaska. However, rates, terms, and conditions for basic residential local telephone service must, under the bill, be uniform within each study area. We are studying the likely effects of the bill and have begun to prepare for its implementation.

 

Business Plan Core Principles

 

Our results of operations, financial position and sources and uses of cash in the current and future periods reflect our focus on being the most successful broadband solutions company in Alaska by delivering the best customer experience in the markets we choose to serve. To do this we will continue to:

 

 

Create a Workplace That Develops Ou r People and Celebrates Success   We believe an engaged workforce is critical to our success. We are deeply committed to the development of our people and creating opportunities for them.

 

 

Create a Consistent Customer Experience Every Time   We strive to deliver service as promised to our customers, and make it right if our customers are not satisfied with what we delivered. We track virtually every customer interaction and we utilize the Net Promoter Score framework for assessing the satisfaction of our customers.

 

 

Develop Our Network Focusing on Efficient Delivery and Management We are moving toward higher efficiencies and improved customer experience through automation, new technology and expanded geographic service areas. Our network architecture is a simpler mix of our fiber backbone, supported with fixed wireless (“FiWi”), WiFi and satellite.

 

 

Relentlessly Simplify and Transform How We Do Business  We believe we must reduce waste, which is defined as any activity that does not add value to its intended customer. Doing so improves the experience we deliver to our customers. We make investments in technology and process improvement, utilize the LEAN framework, and expect these efforts to meaningfully impact our financial performance in the long-term.

 

 

Offer Broadband and Managed IT Solutions that Create Market Differentiation  We are building on strength in designing and providing new products and solutions to our customers.

 

We believe we can create value for our shareholders by:

 

 

Driving revenue growth through increasing business broadband and managed IT service revenues,

 

Generating Adjusted EBITDA and Adjusted Free Cash Flow growth through margin management, and

 

Careful allocation of capital, including selectively investing success based capital into opportunities that generate appropriate returns on investments.

 

2019 Operating Initiatives

 

 

Continue our focus on robust broadband growth as the foundation of our other initiatives.

 

Ignite success in the Consumer customer market, including the Mass Market group, through the expansion and enhancement of our products, services and the supporting infrastructure.

 

Continue to strengthen our Enterprise and Carrier customer group, which is the primary driver of our Business and Wholesale group, through increased focus on specific products and services.

 

Improve market penetration of our MIT products and services.

 

 

 

Build on our work in 2018 in the areas of network modernization through SD-WAN, Fixed Wireless Access, fiber fed Multi-Dwelling Units, Optical Transport Network modernization, and adding product capabilities that leverage our network.

 

Effectively manage operating expenses and capital spending to improve our margin profile over the long term.

 

Continue to meet our CAF II deployment obligations.

 

Successful implementation of an IT project targeted at replacing several of our legacy IT systems.

 

Continued emphasis on employee engagement and effective communication.

 

Evaluate strategic opportunities in and out of Alaska that address scale and geographic diversification and reduce the risk of investments made in our company.

 

Revenue Sources by Customer Group

 

We operate our business under a single reportable segment. We manage our revenues based on the sale of services and products to the three customer categories listed below. Revenue in the following management’s discussion and analysis is presented by customer and product category, combining revenue accounted for under ASC 606 and other guidance.

 

 

Business and Wholesale (broadband, voice and managed IT services)

 

 

Consumer (broadband and voice services)

 

 

Regulatory (access services, high cost support and carrier termination)

 

Business and Wholesale

 

Providing services to Business and Wholesale customers provides the majority of our revenues and is expected to continue being the primary driver of our growth over the next few years. Our business customers include large enterprises in the oil and gas industry, health care, education, Alaska Native Corporations, financial industries, Federal, state and local governments, and small and medium business. We were the first Alaska-based carrier to be Carrier Ethernet 2.0 Certified and are currently the only Alaska-based carrier certified for multipoint-to-multipoint services. This certification means that we meet international standards for the quality of our broadband services. We also offer IP based voice including the largest SIP implementations in the state of Alaska, and are the first Microsoft Express Route provider in the state. We believe our network differentiates us in the markets we serve, because we prefer not to compete on price; but on the quality, reliability, customer service and the overall value of our solutions. Accordingly, we have significant capacity to “sell into” the network we operate and do so at what we believe are attractive incremental gross margins.

 

Business services have experienced significant growth and we believe the incremental economics of business services are attractive. Given the demand from our customers for more bandwidth and services, we expect revenue growth from these customers to continue for the foreseeable future. We provide services such as voice and broadband, managed IT services including remote network monitoring and support, managed IT security and IT professional services, and long distance services primarily over our own terrestrial network. We are continuing our efforts to position the Company as the premier Cloud Enabler for business in the state of Alaska.

 

Our wholesale customers are primarily in-state, national and international telecommunications carriers who rely on us to provide connectivity for broadband and other needs to access their customers over our Alaskan network. The wholesale market is characterized by larger transactions that can create variability in our operating performance. We have a dedicated sales team that sells into this customer segment, and we expect wholesale revenue to grow for the foreseeable future.

 

Consumer

 

We also provide broadband, voice and IT services to residential customers, including residential homes and multi-dwelling units. Given that our primary competitor has extensive quad play capabilities (video, voice, wireless and broadband) we target how and where we offer products and services to this customer group in order to maintain our returns. Our focus is to leverage the capabilities of our existing network and sell customers our highest available bandwidth. Our primary competitive advantage is that we offer reliable internet service without data caps, while our competitor, with certain exceptions, charges customers or throttles customers’ speeds for exceeding given levels of data usage. We experienced consistent growth in consumer broadband revenues in 2018. More recently, we expanded product and service offerings to this customer group and have implemented fiber fed WiFi and certain fixed wireless technology solutions for providing broadband, all of which have provided a basis for continued growth in this market in 2019.

 

Regulatory

 

Regulatory revenue is generated from three primary sources: (i) access charges, which include interstate and intrastate switched access and special access charges, and cellular access; (ii) surcharges billed to the end user (pass-through and non-pass-through); and (iii) federal and state support. We provide voice and broadband origination and termination services to interstate and intrastate carriers. While we are compensated for these services, these revenue streams have been in decline and we expect them to continue to decline, although at a relatively predictable rate. In addition, as regulators have reformed traditional access charges, they have simultaneously implemented new end user surcharges that contribute to our revenue.

 

 

The following table summarizes our primary sources of regulatory revenue and their contribution to total revenue in 2018 (dollars in thousands).

 

Source

 

Description

 

2018 Revenue

   

As a % of

Regulatory

Revenue

   

As a % of

Total

Revenue

 

Access Charges

                           
   

Interstate and intrastate switched access are services based primarily on originating and terminating access minutes from other carriers. Special access is primarily access to dedicated circuits sold to wholesale customers, substantially all of which is generated from interstate services. Cellular access is the transport of local network services between switches for cellular companies based on individually negotiated contracts. Access revenue has declined at an average of approximately 9% annually over the past three years.

  $ 4,548       9.0 %     2.0 %

Total Access Charges

  $ 4,548       9.0 %     2.0 %
                             

Surcharges

                           

Pass-Through

 

We assess our customers for surcharges, typically on a monthly basis, as required by various state and federal regulatory agencies, and remit these surcharges to these agencies. These pass-through surcharges include Federal Universal Access and State Universal Access. These surcharges vary from year to year, and are primarily recognized as revenue, and the subsequent remittance to the state or federal agency as a cost of sale and service. The rates imposed by the regulators continue to increase. However, because the charges are only assessed on a portion of our services, and that portion continues to decline, we expect these revenue streams to decline over time as the revenue base declines.

  $ 7,874       15.6 %     3.4 %
                             

Other

 

Other non-pass-through surcharges are collected from our customers as authorized by the regulatory body. The amount charged is based on the type of line: single line business, multi-line business, consumer or lifeline. The rates are established based on federal or state orders. These charges are recorded as revenue and do not have a direct associated cost. Rather, they represent a revenue recovery mechanism established by the FCC or the Regulatory Commission of Alaska.

  $ 11,560       22.8 %     5.0 %

Total Surcharges

  $ 19,434       38.4 %     8.4 %
                             

Federal and State Support

                       

CAF II

 

In 2016, the FCC released the CAF Phase II order specific to Alaska Communications which transitioned from CAF Phase I frozen support to CAF Phase II. Funding under the new program generally requires the Company to provide broadband service to unserved locations throughout the designated coverage area by the end of a specified build-out period, and meet interim milestone build-out obligations. CAF II revenues are expected to be relatively stable through 2026.

  $ 19,694       39.0 %     8.5 %
                             

COLR and CCL

 

The Company was designated by the State of Alaska as a COLR in five of the six study areas. In addition to COLR, the Company received CCL support. We do not receive COLR or CCL funding for the ACS of Anchorage study area. As a COLR we were required to provide services essential for retail and carrier-to-carrier telecommunication throughout the applicable coverage area. Effective in 2019, the COLR and CCL funding mechanisms were eliminated and replaced with the ENS funding mechanism. Funding levels under ENS are approximately half of those under the prior mechanisms.

  $ 6,896       13.6 %     2.9 %
                             

Total Federal and State Support

  $ 26,590       52.6 %     11.4 %
                             

Total Regulatory Revenue

  $ 50,572               21.8 %
                             

Total Revenue

  $ 232,468                  

 

 

Executive Summary

 

Operating Revenues

 

Total revenue of $57.4 million declined $2.2 million, or 3.7%, in the second quarter of 2019 compared with the second quarter of 2018. Rural health care revenue of $3.5 million in the second quarter 2019 decreased $3.1 million from $6.6 million in 2018. Rural health care revenue in the second quarter of 2018 was favorably impacted by a $2.1 million cumulative adjustment for the effect of Funding Year 2017 (July 1, 2017 through June 30, 2018) funding increases. Regulatory access revenue declined $1.6 million due to the restructuring and contribution capping (and thereby reducing) of AUSF support. This decline was anticipated. Partially offsetting these declines was a $2.7 million net increase in other business and wholesale revenue.

 

Operating Income

 

Operating income of $3.2 million in the second quarter of 2019 declined $5.1 million, or 61.2%, compared with the second quarter of 2018 due to lower revenue and higher operating expenses, including termination benefits for the Company’s former Chief Executive Officer (“CEO”). These items are discussed in more detail below.

 

Operating Metrics

 

Business broadband average monthly revenue per user (“ARPU”) of $340.77 in the second quarter of 2019 decreased from $369.46 in the second quarter of 2018 due primarily to the favorable effect of the $2.1 million rural health care adjustment in 2018 described above. ARPU increased from $334.94 in the first quarter of 2019. Business broadband connections of 15,050 at June 30, 2019 declined marginally from connections of 15,368 at June 30, 2018. We count connections on a unitary basis regardless of the size of the bandwidth. For example, a customer that has a 10MB connection is counted as one connection as is a customer with a 1MB connection. While we present metrics related to Business connections, we note that we manage Business and Wholesale in terms of new Monthly Recurring Charges (“MRC”) sold. Achievement of sales performance in terms of MRC is the primary operating metric used by management to measure market performance. For competitive reasons, we do not disclose our sales or performance in MRC.

 

Consumer broadband connections of 32,401 at June 30, 2019 declined from 33,432 at June 30, 2018, and consumer broadband ARPU of $68.17 in the second quarter of 2019 increased from $66.23 in the second quarter of 2018. However, the proportion of connections of 10 Mbps or higher continues to increase, reflecting our focus on offering higher speed connections.

 

The table below provides certain key operating metrics as of or for the periods indicated.

 

   

June 30,

 
   

2019

   

2018

 
                 

Voice:

               

At quarter end:

               

Business access lines

    67,984       70,494  

Consumer access lines

    24,337       27,411  

Quarter:

               

ARPU - business

  $ 27.03     $ 25.38  

ARPU - consumer

  $ 33.94     $ 31.43  

Year-to-date:

               

ARPU - business

  $ 26.25     $ 25.18  

ARPU - consumer

  $ 34.35     $ 32.03  
                 

Broadband:

               

At quarter end:

               

Business connections

    15,050       15,368  

Consumer connections

    32,401       33,432  

Quarter:

               

ARPU - business

  $ 340.77     $ 369.46  

ARPU - consumer

  $ 68.17     $ 66.23  

Year-to-date:

               

ARPU - business

  $ 338.90     $ 333.06  

ARPU - consumer

  $ 67.02     $ 65.22  

 

Liquidity

 

We generated cash from operating activities of $28.3 million in the first six months of 2019 compared with $22.4 million in the first six months of 2018. This improvement primarily reflects lower accounts receivable associated with rural health care customers, partially offset by lower earnings.

 

In the first six months of 2019 and 2018, we invested a total of $21.6 million and $19.6 million, respectively, in capital, including capitalized interest and net of the settlement of items accrued in previous periods.

 

Net debt (defined as total debt excluding debt issuance costs, less cash and cash equivalents) at June 30, 2019 was $158.8 million compared with $161.2 million at December 31, 2018. The decrease reflects cash generated from operating activities during in the first two quarters and net cash proceeds from the refinancing transaction, largely offset by capital spending and the increased principal balance of the 2019 Senior Credit Facility.

 

As described in more detail below, on January 15, 2019, the Company entered into an amended and restated credit facility which provides for a reduction in interest rates, extension of principal payment terms, increased borrowing capacity and resetting and widening of key covenant thresholds.

 

 

RESULTS OF OPERATIONS

 

Three Months Ended June 30, 2019 Compared to Three Months Ended June 30, 2018

 

The following table summarizes our results of operations for the three-month periods ended June 30, 2019 and 2018. Revenue and the associated analysis is presented by customer and product category, combining revenue accounted for under ASC 606 and other guidance.

 

   

Three Months ended June 30,

 

(in thousands)

 

2019

   

2018

   

Change

   

% Change

 

Operating revenues:

                               

Business and wholesale revenue

                               

Business broadband

  $ 15,437     $ 17,009     $ (1,572 )     -9.2 %

Business voice and other

    7,241       7,038       203       2.9 %

Managed IT services

    1,517       1,191       326       27.4 %

Equipment sales and installations

    1,008       1,460       (452 )     -31.0 %

Wholesale broadband

    10,443       9,338       1,105       11.8 %

Wholesale voice and other

    1,392       1,442       (50 )     -3.5 %

Total business and wholesale revenue

    37,038       37,478       (440 )     -1.2 %
                                 

Consumer revenue

                               

Broadband

    6,694       6,695       (1 )     0.0 %

Voice and other

    2,647       2,759       (112 )     -4.1 %

Total consumer revenue

    9,341       9,454       (113 )     -1.2 %
                                 

Total business, wholesale and consumer revenue

    46,379       46,932       (553 )     -1.2 %

Growth in broadband revenue

    -1.4 %                        
                                 

Regulatory revenue

                               

Access

    6,093       7,722       (1,629 )     -21.1 %

High cost support

    4,923       4,924       (1 )     0.0 %

Total regulatory revenue

    11,016       12,646       (1,630 )     -12.9 %
                                 

Total operating revenues

  $ 57,395     $ 59,578     $ (2,183 )     -3.7 %
                                 

Operating expenses:

                               

Cost of services and sales (excluding depreciation and amortization)

    26,356       26,542       (186 )     -0.7 %

Selling, general and administrative

    18,718       16,507       2,211       13.4 %

Depreciation and amortization

    9,200       8,197       1,003       12.2 %

(Gain) loss on disposal of assets, net

    (95 )     44       (139 )     NM  

Total operating expenses

    54,179       51,290       2,889       5.6 %
                                 

Operating income

    3,216       8,288       (5,072 )     -61.2 %
                                 

Other income and (expense):

                               

Interest expense

    (3,096 )     (3,401 )     305       -9.0 %

Loss on extinguishment of debt

    (31 )     -       (31 )     NM  

Interest income

    95       24       71       NM  

Other expense, net

    (122 )     (91 )     (31 )     34.1 %

Total other income and (expense)

    (3,154 )     (3,468 )     314       -9.1 %
                                 

Income before income tax expense

    62       4,820       (4,758 )     -98.7 %
                                 

Income tax expense

    (46 )     (1,418 )     1,372       NM  
                                 

Net income

    16       3,402       (3,386 )     -99.5 %

Less net loss attributable to noncontrolling interest

    (19 )     (40 )     21       -52.5 %

Net income attributable to Alaska Communications

  $ 35     $ 3,442     $ (3,407 )     -99.0 %

 

 

Operating Revenue

 

Business and Wholesale

 

Business and wholesale revenue of $37.0 million decreased $0.5 million, or 1.2%, in the second quarter of 2019 from $37.5 million in the second quarter of 2018. Business broadband revenue decreased $1.6 million due primarily to lower rural health care revenue. Rural health care revenue of $3.5 million in the second quarter of 2019 decreased $3.1 million from $6.6 million in 2018. Rural health care revenue in the second quarter of 2018 was favorably impacted by a $2.1 million cumulative adjustment for the effect of Funding Year 2017 funding increases. This decline was largely offset by an increase in ARPU from $323.91 in 2018 (excluding the estimated effect of the $2.1 million favorable rural health care adjustment) to $340.77 in 2019. Connections were down marginally year over year. Wholesale broadband revenue increased $1.1 million, Managed IT services increased $0.3 million and voice and other revenue increased $0.2 million. Equipment sales and installations were down $0.5 million. While connections and ARPU serve as data points to support the analysis of period-over-period changes in revenue, they are not critical indicators utilized by the Company to manage the Business and Wholesale customer group.

 

Business and wholesale revenue includes the amortization of deferred revenue for the three-month periods ended June 30, 2019 and 2018 as follows:

 

   

Three Months Ended

 
   

June 30,

 
   

2019

   

2018

 
                 

GCI capacity revenue

  $ 516     $ 516  

Other deferred capacity revenue

    617       467  
                 

Total deferred capacity revenue

    1,133       983  
                 

Other deferred revenue

    921       820  
                 

Total

  $ 2,054     $ 1,803  

 

Consumer

 

Consumer revenue of $9.3 million in the second quarter of 2019 was down marginally from $9.5 million in the second quarter of 2018. Broadband revenue was unchanged year over year as lower connections were offset by an increase in ARPU to $68.17 from $66.23. Voice and other revenue decreased $0.1 million due to 3,074 fewer connections, partially offset by an increase in ARPU to $33.94 from $31.43 in the prior year.

 

Regulatory

 

Regulatory revenue of $11.0 million decreased $1.6 million year over year due primarily to lower access revenue resulting from reduced funding from the Alaska Universal Service Fund.

 

Operating Expenses

 

Cost of Services and Sales (excluding depreciation and amortization)

 

Cost of services and sales (excluding depreciation and amortization) of $26.3 million decreased $0.2 million, or 0.7%, in the second quarter of 2019 from $26.5 million in the second quarter of 2018. A $0.8 million decrease in access charges and $0.3 million decrease in circuit installation costs were partially offset by increases in network support, labor, permitting and other costs totaling $0.9 million.

 

Selling, General and Administrative

 

Selling, general and administrative expenses of $18.7 million increased $2.2 million, or 13.4%, in the second quarter of 2019 from $16.5 million in the second quarter of 2018. This increase reflects a $2.4 million increase in labor costs including $1.6 million of termination benefit expense for the Company’s former CEO.

 

 

Depreciation and Amortization

 

Depreciation and amortization expense of $9.2 million increased $1.0 million, or 12.2%, in the second quarter of 2019 from $8.2 million in the second quarter of 2018. This increase was due primarily to the completion of various capital projects, partially offset by certain assets reaching the end of their depreciable life.

 

Other Income and Expense

 

Interest expense of $3.1 million in the second quarter of 2019 declined from $3.4 million in the second quarter of 2018 due to a lower average interest rate and borrowing levels.

 

Income Taxes

 

Income tax expense and the effective tax rate in the second quarter of 2019 were $46 thousand and 74.2%, respectively. The effective tax rate reflects the impact of permanent book to tax differences on the relatively low level of pre-tax earnings. Income tax expense and the effective tax rate in the second quarter of 2018 were $1.4 million and 29.4%, respectively.

 

Net Loss Attributable to Noncontrolling Interest

 

The net loss attributable to the noncontrolling interest of the AQ-JV was $19 thousand and $40 thousand in the second quarter of 2019 and 2018, respectively.

 

Net Income Attributable to Alaska Communications

 

Net income attributable to Alaska Communications of $35 thousand in the second quarter of 2019 compares with $3.4 million in the same period of 2018. The year over year results reflect the revenue and expense items discussed above.

 

 

Six Months Ended June 30, 2019 Compared to Six Months Ended June 30, 2018

 

The following table summarizes our results of operations for the six-month periods ended June 30, 2019 and 2018. Revenue and the associated analysis is presented by customer and product category, combining revenue accounted for under ASC 606 and other guidance.

 

   

Six Months ended June 30,

 

(in thousands)

 

2019

   

2018

   

Change

   

% Change

 

Operating revenues:

                               

Business and wholesale revenue

                               

Business broadband

  $ 30,704     $ 30,668     $ 36       0.1 %

Business voice and other

    14,242       13,889       353       2.5 %

Managed IT services

    3,176       2,456       720       29.3 %

Equipment sales and installations

    1,888       2,382       (494 )     -20.7 %

Wholesale broadband

    20,705       18,916       1,789       9.5 %

Wholesale voice and other

    2,818       2,930       (112 )     -3.8 %

Total business and wholesale revenue

    73,533       71,241       2,292       3.2 %
                                 

Consumer revenue

                               

Broadband

    13,162       13,187       (25 )     -0.2 %

Voice and other

    5,380       5,636       (256 )     -4.5 %

Total consumer revenue

    18,542       18,823       (281 )     -1.5 %
                                 

Total business, wholesale and consumer revenue

    92,075       90,064       2,011       2.2 %

Growth in broadband revenue

    2.9 %                        
                                 

Regulatory revenue

                               

Access

    12,382       15,639       (3,257 )     -20.8 %

High cost support

    9,847       9,847       -       0.0 %

Total regulatory revenue

    22,229       25,486       (3,257 )     -12.8 %
                                 

Total operating revenues

  $ 114,304     $ 115,550     $ (1,246 )     -1.1 %
                                 

Operating expenses:

                               

Cost of services and sales (excluding depreciation and amortization)

    51,983       52,375       (392 )     -0.7 %

Selling, general and administrative

    35,374       32,519       2,855       8.8 %

Depreciation and amortization

    17,879       16,984       895       5.3 %

(Gain) loss on disposal of assets, net

    (97 )     41       (138 )     NM  

Total operating expenses

    105,139       101,919       3,220       3.2 %
                                 

Operating income

    9,165       13,631       (4,466 )     -32.8 %
                                 

Other income and (expense):

                               

Interest expense

    (6,152 )     (6,905 )     753       -10.9 %

Loss on extinguishment of debt

    (2,830 )     -       (2,830 )     NM  

Interest income

    170       38       132       NM  

Other income, net

    -       13       (13 )     NM  

Total other income and (expense)

    (8,812 )     (6,854 )     (1,958 )     28.6 %
                                 

Income before income tax expense

    353       6,777       (6,424 )     -94.8 %
                                 

Income tax expense

    (144 )     (1,306 )     1,162       -89.0 %
                                 

Net income

    209       5,471       (5,262 )     -96.2 %

Less net loss attributable to noncontrolling interest

    (53 )     (72 )     19       -26.4 %

Net income attributable to Alaska Communications

  $ 262     $ 5,543     $ (5,281 )     -95.3 %

 

 

Operating Revenue

 

Business and Wholesale

 

Business and wholesale revenue of $73.5 million increased $2.3 million, or 3.2%, in the six-month period of 2019 from $71.2 million in the six-month period of 2018. Wholesale broadband revenue increased $1.8 million, Managed IT services increased $0.7 million and voice and other revenue increased $0.2 million. Business broadband revenue decreased marginally due primarily to lower rural health care revenue. Rural health care revenue of $7.6 million in the six-month period of 2019 decreased $2.5 million from $10.1 million in 2018. Rural health care revenue in 2018 was favorably impacted by a $0.6 million cumulative adjustment for the effect of Funding Year 2017 funding increases. This decline was largely offset by an increase in ARPU from $326.66 (excluding the estimated effect of the $0.6 million favorable rural health care adjustment) in 2018 to $338.90 in 2019. Connections were down marginally year over year.

 

Business and wholesale revenue includes the amortization of deferred revenue for the six-month periods ended June 30, 2019 and 2018 as follows:

 

   

Six Months Ended

 
   

June 30,

 
   

2019

   

2018

 
                 

GCI capacity revenue

  $ 1,027     $ 1,027  

Other deferred capacity revenue

    1,232       903  
                 

Total deferred capacity revenue

    2,259       1,930  
                 

Other deferred revenue

    1,820       1,572  
                 

Total

  $ 4,079     $ 3,502  

 

Consumer

 

Consumer revenue of $18.5 million in the six-month period of 2019 declined $0.3 million from $18.8 million in the six-month period of 2018. Broadband revenue was unchanged year over year as lower connections were offset by an increase in ARPU to $67.02 from $65.22. Voice and other revenue decreased $0.3 million due to 3,074 fewer connections, partially offset by an increase in ARPU to $34.35 from $32.03 in the prior year.

 

Regulatory

 

Regulatory revenue of $22.2 million decreased $3.3 million year over year due to lower access revenue resulting from reduced funding from the Alaska Universal Service Fund.

 

Operating Expenses

 

Cost of Services and Sales (excluding depreciation and amortization)

 

Cost of services and sales (excluding depreciation and amortization) of $52.0 million decreased $0.4 million, or 0.7%, in the six-month period of 2019 from $52.4 million in the six-month period of 2018. A $1.7 million decrease in access charges and $0.8 million decrease in circuit installation costs were partially offset by increases in network support, labor, permitting and other costs totaling $2.1 million.

 

Selling, General and Administrative

 

Selling, general and administrative expenses of $35.4 million increased $2.9 million, or 8.8%, in the six-month period of 2019 from $32.5 million in the six-month period of 2018. This increase reflects a $4.3 million increase in labor costs, including $1.6 million of termination benefit expense for the Company’s former CEO, offset by a $1.1 million decrease in the provision for doubtful accounts receivable.

 

Depreciation and Amortization

 

Depreciation and amortization expense of $17.9 million increased $0.9 million, or 5.3%, in the six-month period of 2019 from $17.0 million in the six-month period of 2018. This increase was due primarily to the completion of various capital projects, partially offset by certain assets reaching the end of their depreciable life.

 

 

Other Income and Expense

 

Interest expense of $6.2 million in the six-month period of 2019 declined from $6.9 million in the six-month period of 2018 due to a lower average interest rate and borrowing levels. The loss on extinguishment of debt of $2.8 million in 2019 was associated with the settlement of the 2017 Senior Credit Facility in the first quarter.

 

Income Taxes

 

Income tax expense and the effective tax rate in the six-month period of 2019 were $144 thousand and 40.8%, respectively. The effective tax rate reflects the impact of permanent book to tax differences on the relatively low level of pre-tax earnings. Income tax expense in the six-month period of 2018 of $1.3 million reflects a $0.7 million benefit recorded in the first quarter to correct an overstatement of the income tax provision in 2017. Excluding this out-of-period adjustment, the income tax provision was $2.0 million and the effective tax rate was 29.6%.

 

Net Loss Attributable to Noncontrolling Interest

 

The net loss attributable to the noncontrolling interest of the AQ-JV was $53 thousand and $72 thousand in the six-month periods of 2019 and 2018, respectively.

 

Net Income Attributable to Alaska Communications

 

Net income attributable to Alaska Communications of $0.3 million in the six-month period of 2019 compares with $5.5 million in the same period of 2018. The year over year results reflect the revenue and expense items discussed above.

 

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

 

Cash Flows

 

We satisfied our cash requirements for operations and capital expenditures in the first six months of 2019 through internally generated funds and cash on hand. At June, 2019, we had $23.9 million of cash and cash equivalents, $1.6 million of restricted cash and $20.0 million available under our revolving credit facility.

 

On January 15, 2019, we completed a refinancing transaction. See the discussion under “Liquidity and Capital Resources” below.

 

Our major sources and uses of funds in the six months ended June 30, 2019 and 2018 were as follows:

 

   

Six Months Ended

 
   

June 30,

 

(in thousands)

 

2019

   

2018

 

Net cash provided by operating activities

  $ 28,333     $ 22,358  

Capital expenditures

  $ (20,432 )   $ (17,081 )

Change in unsettled capital expenditures

  $ (551 )   $ (1,632 )

Repayments of long-term debt

  $ (171,768 )   $ (20,506 )

Proceeds from the issuance of long-term debt

  $ 180,000     $ 14,000  

Debt issuance costs and discounts

  $ (2,683 )   $ -  

Cash paid for debt extinguishment

  $ (1,252 )   $ -  

Interest paid (1)

  $ (6,114 )   $ (7,251 )

 

(1) Included in net cash provided by operating activities.

               

 

Cash Flows from Operating Activities

 

Cash provided by operating activities of $28.3 million in the first six months of 2019 reflects net income excluding non-cash items (defined as cash provided by operating activities excluding changes in operating assets and liabilities) of $21.2 million and a $9.0 million decrease in account receivable primarily associated with rural health care customers, partially offset by a $1.2 million increase in materials and supplies due to timing of construction projects.

 

Cash provided by operating activities of $22.4 million in the first six months of 2018 reflects net income excluding non-cash items (defined as cash provided by operating activities excluding changes in operating assets and liabilities) of $24.4 million and a $5.7 million net increase in accounts payable and other liabilities, offset by a $8.4 million increase in accounts receivable primarily associated with rural health care customers. The increase in accounts payable and other current liabilities includes cash receipts associated with new IRU capacity arrangements.

 

 

Cash Flows from Investing Activities

 

Cash used by investing activities of $21.6 million in the first six months of 2019 consisted of expenditures on capital. Of $20.4 million incurred in 2019, $13.6 million was success based.

 

Cash used by investing activities of $19.6 million in the first six months of 2018 consisted of expenditures on capital totaling $18.7 million. Of $17.1 million incurred in 2018, $10.1 million was success based.

 

Our networks require the timely maintenance of plant and infrastructure. Future capital requirements may change due to impacts of regulatory decisions that affect our ability to recover our investments, changes in technology, the effects of competition, changes in our business strategy, and our decision to pursue specific acquisition and investment opportunities. Capital spending is typically higher during the second and third quarters. We intend to fund future capital expenditures with cash on hand and net cash generated from operations.

 

Cash Flows from Financing Activities

 

Cash provided by financing activities was $3.8 million in the first six months of 2019. Proceeds from the issuance of long-term debt of $180.0 million consisted of Term A Facility of the 2019 Senior Credit Facility. Repayments of long-term debt of $171.8 million consisted primarily of settlement of the 2017 Senior Credit Facility. Debt discount, issuance and extinguishment payments totaling $3.9 million were associated with the refinancing transaction. Cash payments of $149 thousand were associated with the Company’s share repurchase program initiated in the second quarter of 2019.

 

Cash used by financing activities was $6.8 million in the first six months of 2018. Repayments of long-term debt of $20.5 million included scheduled principal payments on the term loan components of our 2017 Senior Credit Facility of $3.3 million, repayment of draws totaling $7.0 million on the revolving credit facility and repurchase of the 6.25% Notes of $10.0 million. Proceeds from the issuance of long-term debt of $14.0 million consisted of draws on the revolving credit facility.

 

Liquidity and Capital Resources

 

Consistent with our history, our current and long-term liquidity could be impacted by a number of challenges, including, but not limited to: (i) potential future reductions in our revenues resulting from governmental and public policy changes, including regulatory actions affecting inter-carrier compensation, changes in revenue from Universal Service Funds, and the timing of Rural Health Care Program funding receipts; (ii) servicing our debt and funding principal payments; (iii) the funding of other obligations, including our pension plans and lease commitments; (iv) competitive pressures in the markets we serve; (v) the capital intensive nature of our industry; (vi) our ability to respond to and fund the rapid technological changes inherent to our industry, including new products; and (vii) our ability to obtain adequate financing to support our business and pursue growth opportunities.

 

We are responding to these challenges by (i) driving top line growth in broadband service revenues outside the rural health care market with a focus on business and wholesale customers; (ii) managing our cost structure to deliver consistent Adjusted EBITDA and Adjusted Free Cash flow performance; and (iii) holding capital spending to approximately $35 million annually.

 

On January 15, 2019, we entered into the 2019 Senior Credit Facility, consisting of an Initial Term A Facility in the amount of $180 million, a Revolving Facility in an amount not to exceed $20 million and a Delayed-Draw Term A Facility in an amount not to exceed $25 million. The 2019 Senior Credit Facility also provides for Incremental Term A Loans up to an aggregate principal amount of the greater of $60 million and trailing twelve month EBITDA, as defined. On January 15, 2019, proceeds from the Initial Term A Facility of $180 million were used to repay in full the outstanding principal balance of the Term A-1 Facility and Term A-2 Facility under the Company’s 2017 Senior Credit Facility totaling $171.8 million, plus accrued and unpaid interest, pay fees and expenses associated with the Agreement and for general corporate purposes.

 

Principal payments on the Initial Term A Facility, Delayed-Draw A Facility and any amounts outstanding under the Incremental Term A Loans are due commencing in the third quarter of 2019 as follows: the third quarter of 2019 through the second quarter of 2020 – 0.625% per quarter; the third quarter of 2020 through the second quarter of 2022 – 1.25% per quarter; the third quarter of 2022 through the second quarter of 2023 – 1.875% per quarter; and the third quarter of 2023 through the fourth quarter of 2023 – 2.5% per quarter. The remaining outstanding principal balance, including any amounts outstanding under the Revolving Facility, is due on January 15, 2024.

 

 

The obligations under the 2019 Senior Credit Facility are secured by substantially all of the personal property and real property of the Company, subject to certain agreed exceptions. The 2019 Senior Credit Facility provides for events of default customary for credit facilities of this type, including non-payment defaults on other debt, misrepresentation, breach of covenants, representations and warranties, change of control, and insolvency and bankruptcy. The 2019 Senior Credit Facility contains customary representations, warranties and covenants, including covenants limiting the incurrence of debt, the payment of dividends and repurchase of the Company’s common stock.

 

Financial covenants as defined in the Agreement are summarized below.

 

Maximum Net Total Leverage Ratio : The ratio of our (a) total debt, less unrestricted cash and cash equivalents held in pledged accounts, less cash drawn under the Delayed-Draw Term A Facility held for specified capital projects to (b) Consolidated EBITDA (as defined more specifically below) for the consecutive four fiscal quarters ending as of the calculation date. The maximum allowable net total leverage ratio is provided in the table below.

 

Period

 

Ratio

 
             

January 15, 2019 through March 30, 2020

    3.50 to 1.00  

March 31, 2020 through September 29, 2020

    3.35 to 1.00  

September 30, 2020 through June 29, 2021

    3.25 to 1.00  

June 30, 2021 through June 29, 2022

    3.00 to 1.00  

June 30, 2022 and thereafter

    2.50 to 1.00  

 

The actual net total leverage ratio was 2.97 at June 30, 2019.

 

Fixed Charge Coverage Ratio: The ratio of our (a) Consolidated EBITDA for the applicable period (as defined below) to (b) (i) the sum of, for the same period, consolidated interest expense, capital expenditures (with certain exceptions), long term indebtedness (with certain exceptions) required to be paid, capital lease obligations required to be paid, restricted payments, cash payments for income taxes, (ii) minus, for the same period, specified capital expenditures. The applicable periods for purposes of calculating this ratio are the fiscal quarter ending March 31, 2019; the two consecutive fiscal quarters ending June 30, 2019; the three consecutive fiscal quarters ending September 30, 2019; and the four consecutive fiscal quarters ending December 31, 2019 and thereafter. The minimum fixed charge coverage ratio is 1.10 to 1.00. The actual fixed charge coverage ratio was 1.22 at June 30, 2019.

 

Consolidated EBITDA , as defined in the 2019 Senior Credit Facility, is not a GAAP measure and is defined as consolidated net income attributable to Alaska Communications, plus (to the extent deducted in calculating net income) the sum of:

 

 

cash and non-cash interest expense;

 

depreciation and amortization expense;

 

income taxes;

 

other non-cash charges and expenses, including equity-based compensation expense;

 

the write down or write off on any assets, other than accounts receivable;

 

subject to limitation, fees, premiums, penalty payments and out-of-pocket transaction costs incurred in connection with the 2019 refinancing transactions;

 

non-cash cost of goods sold associated with certain projects;

 

subject to limitation, unusual, non-recurring losses, charges and expenses;

 

one-time costs associated with permitted acquisitions;

 

cost savings from synergies in connection with permitted acquisitions or dispositions;

 

certain costs required to be expensed in connection permitted acquisitions; and

 

investment losses of unconsolidated entities.

 

minus (to the extent included in calculating net income) the sum of:

 

 

unusual, non-recurring gains on permitted sales or dispositions of assets and casualty events;

 

cash and non-cash interest income;

 

other unusual nonrecurring items;

 

the write up of any asset;

 

patronage refunds or similar distributions from any lender;

 

deferred revenue associated with certain projects; and

 

investment income of unconsolidated entities.

 

 

The Initial Term A Facility, Revolving Facility, Delayed-Draw Facility and Incremental Term A Loans bear interest at LIBOR plus 4.5% per annum.

 

The weighted interest rate on the 2019 Senior Credit Facility was 6.36% at June 30, 2019.

 

Under the terms of the 2019 Senior Credit Facility, the Company is required to hedge interest payments on a minimum of $90.0 million, or 50%, of the outstanding principal. On June 28, 2019, the Company entered into interest rate swaps in the total notional amount of $135.0 million, effectively fixing the interest payments on 75% of the outstanding principle.

 

All terms are defined in the Agreement. See the “First Amended and Restated Credit Agreement, dated as of January 15, 2019, by and among Alaska Communications, as the borrower, the Company and certain of its direct and indirect subsidiaries, as guarantors, ING Capital LLC, as administrative agent, and the lenders party thereto,” filed as Exhibit 10.1 to the Current Report on Form 8-K filed on January 22, 2019.

 

USAC has issued funding commitment letters for all of the Company’s rural health care customer applications for Funding Year 2018 (July 1, 2018 through June 30, 2019). As of the date of this report, the Company’s cost-based rural rates for Funding Year 2019 (July 1, 2019 through June 30, 2020) had not been approved by the FCC. Our accounts receivable balance for rural health care customers, net of amounts reserved, was $2.8 million at June 30, 2019 and $8.1 million at December 31, 2018.

 

We believe that we will have sufficient cash on hand, cash provided by operations and availability under our 2019 Senior Credit Facility to service our debt and fund our operations, capital expenditures and other obligations over the next twelve months. However, our ability to make such an assessment is dependent upon our future financial performance, which is subject to future economic conditions and to financial, business, regulatory, competitive entry and many other factors, many of which are beyond our control and could impact us during the time period of this assessment. See Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2018 for further information regarding these risks.

 

OUTLOOK

 

We expect to see continued strength in business and wholesale revenues, led by broadband revenue and managed IT services, focused on the larger enterprise and carrier customer segments. These revenue increases are driven by continued demand for broadband as businesses migrate their IT infrastructure to the cloud, deployment of small cell networks, expansion into managed IT services, investments by Federal agencies in long haul broadband infrastructure and continued progress in serving new school districts. We expect the rural health care segment to begin to stabilize in 2019 as a result of program funding increases announced by the FCC in 2018. However, the pricing methodology for funding year 2019 and beyond is uncertain. We expect to see solid performance from our carrier and federal customers as well as opportunities in markets enabled by the North Slope networks. Driven by our network investments in fiber fed WiFi and fixed wireless, we expect to become more competitive serving small business and residential customers, while we focus on improving profitability by enhancing our online and self-serve capabilities. Growth in these areas is expected to be somewhat offset by reduced regulatory access revenue and continued pressure in the rural health care program.

 

Additionally, we are focused on continued implementation of the CAF II program and expect to meet our obligations for 2019 by providing broadband coverage to an additional 10%, or approximately 3,200, of our target locations by the end of the year.

 

We also expect continued attention by our Board of Directors on the evaluation of value creating strategic opportunities that address our scale and geographic concentration issues.

 

LEGAL

 

We are involved in various claims, legal actions, personnel matters and regulatory proceedings arising in the ordinary course of business and as of June 30, 2019, we have recorded litigation accruals of $1.5 million against certain of those claims and legal actions. Estimates involved in developing these litigation accruals could change as these claims, legal actions and regulatory proceedings progress. See also Part II, Item 1. Legal Proceedings.

 

 

E MPLOYEES

 

As of June 30, 2019, we employed 566 regular full-time employees, 10 regular part-time employees and 5 temporary employees, compared with 584, 8 and 4, respectively at December 31, 2018. Approximately 53% of our employees are represented by the IBEW. Our Master Collective Bargaining Agreement (“CBA”) with the IBEW, which is effective through December 31, 2023, governs the terms and conditions of employment for all IBEW represented employees working for us in the state of Alaska. Management considers employee relations to be generally good.

 

CRITICAL ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES

 

We have identified certain policies and estimates as critical to our business operations and the understanding of our past or present results of operations. For additional discussion on the application of significant accounting policies, see “Critical Accounting Policies and Estimates” in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2018. These policies and estimates are considered critical because they had a material impact, or have the potential to have a material impact, on our financial statements and because they require significant judgments, assumptions or estimates.

 

The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Among the significant estimates affecting the financial statements are those related to the realizable value of accounts receivable and long-lived assets, the value of derivative instruments, deferred capacity revenue, legal contingencies, stock-based compensation and income taxes. As future events and their effects cannot be determined with precision, actual results may differ significantly from those estimates. Changes in those estimates will be reflected in the financial statements of future periods.

 

New Accounting Pronouncements

 

See Note 1 “ Summary of Significant Accounting Polices ” to the condensed consolidated financial statements for a description of recently adopted accounting pronouncements and recently issued pronouncements not yet adopted.

 

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

As a smaller reporting company, the Company is not required to provide the information called for by this Item.

 

ITEM 4.

CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

As of the end of the period covered by this Quarterly Report on Form 10-Q, we carried out an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and our Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934. Based on the evaluation, our Principal Executive Officer and our Principal Financial Officer have concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures were effective to ensure that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required financial disclosure.

 

Changes in Internal Control Over Financial Reporting

 

Under the supervision and with the participation of our management, including our Principal Executive Officer and our Principal Financial Officer, we have evaluated any changes in our internal control over financial reporting that occurred during the second quarter of 2019 and have concluded that there were no changes to our internal control over financial reporting that materially affect, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

PART II .

OTHER INFORMATION

 

ITEM 1.

LEGAL PROCEEDINGS

 

We are involved in various claims, legal actions, personnel matters and regulatory proceedings arising in the ordinary course of business. As of June 30, 2019, we have recorded litigation accruals of $1.5 million against certain current claims and legal actions. Other than as described above and as disclosed previously in Item 3. Legal Proceedings in our Annual Report on Form 10-K for the year ended December 31, 2018, we believe that the disposition of these matters will not have a material adverse effect on our consolidated financial position, results of operations or cash flows.

 

ITEM 1A.

RISK FACTORS

 

There have been no material changes to the Company's risk factors as previously disclosed in Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2018.

 

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

Issuer Purchases of Equity Securities

 

The following table presents the Company’s repurchase of its common stock based on the date of trade during the three-month period ended June 30, 2019.

 

Period

 

Total Number of

Shares Purchased

   

Average Price

Paid per Share (1)

   

Total Number of

Shares Purchased

as Part of Publicly

Announced Plans or

Programs (2)

   

Maximum

Approximate Dollar

Value of Shares that

May Yet Be

Purchased Under

the Plans or

Programs (2)

 
                                 

April 1 - 30, 2019

    -     $ -       -     $ 10,000,000  

May 1 - 31, 2019

    -     $ -       -     $ 10,000,000  

June 1 - 30, 2019

    118,825     $ 1.72       118,825     $ 9,795,098  
                                 

Total

    118,825     $ 1.72       118,825          

 

 

(1)

The average price paid per share includes brokerage commissions.

 

(2)

In the second quarter of 2017, the Company’s Board of Directors authorized a share repurchase program pursuant to which the Company may repurchase up to $10.0 million of its common stock effective March 31, 2017 through December 31, 2019.

 

Working Capital Restrictions and Other Limitations on the Payment of Dividends

 

Our 2019 Senior Credit Facility contains a number of restrictive covenants and events of default, including covenants limiting capital expenditures, incurrence of debt and the payment of dividends. The 2019 Senior Credit Facility also requires that we maintain certain financial ratios.

 

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4.

MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5.

OTHER INFORMATION

 

None.

 

 

ITEM 6.

EXHIBITS

 

Exhibit

Number

Exhibit

 

Where Located

       

  3.1

Amended and Restated By-Laws of Alaska Communications Systems Group, Inc., as amended and restated on April 5, 2019.

 

Exhibit 3.1 to Form 8-K (filed April 9, 2019)

       

10.1*

Employment Arrangement between Alaska Communications Systems, Group, Inc. and William Bishop dated April 3, 2019.

 

Exhibit 10.1 to Form 10-Q (filed May 10, 2019)

       

10.2*

Compensation Letter from Alaska Communications Systems Group, Inc. to Leonard Steinberg dated March 26, 2019.

 

Exhibit 10.2 to Form 10-Q (filed May 10, 2019)

       

10.3*

Compensation Letter from Alaska Communications Systems Group, Inc. to Laurie Butcher dated March 26, 2019.

 

Exhibit 10.3 to Form 10-Q (filed May 10, 2019)

       

10.4*

Separation Agreement and Officer’s Release between Alaska Communications Systems Group, Inc. and Anand Vadapalli dated June 12, 2019.

 

Filed herewith

       

31.1

Certification of William Bishop, Interim President and Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

Filed herewith

       

31.2

Certification of Laurie Butcher, Senior Vice President of Finance, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

Filed herewith

       

32.1

Certification of William Bishop, Interim President and Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

Furnished herewith

       

32.2

Certification of Laurie Butcher, Senior Vice President of Finance, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

Furnished herewith

       

101.INS

XBRL Instance Document

 

Filed herewith

       

101.SCH

XBRL Taxonomy Extension Schema Document

 

Filed herewith

       

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

 

Filed herewith

       

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

 

Filed herewith

       

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

 

Filed herewith

       

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

 

Filed herewith

       

 *        

Indicates a management contract or compensatory plan or arrangement.

   

 

 

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 thereunto duly authorized.

 

 

  ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
     
     
     
Date: August 8, 2019  

/s/ William Bishop

William Bishop

Interim President and Chief

Executive Officer

(Principal Executive Officer)

     
     
     
Date: August 8, 2019  

/ s/ Laurie Butcher

Laurie Butcher

Senior Vice President of Finance

(Principal Financial and Accounting Officer)

 

 

48

 

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