This Form 10-K and future filings by Alaska Communications Systems Group, Inc. and its consolidated subsidiaries (“we”, “our”, “us”, the “Company” and “Alaska Communications”) 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, as amended. We intend 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. 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. Forward-looking statements may be contained in this Form 10-K under “Item 1A, Risk Factors” and “Item 7, 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):
Considering 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-K 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-K.
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.
The Company is a smaller reporting company as defined in the Securities Act and Securities Exchange Act, as amended. Accordingly, it has utilized certain accommodations provided for scaled disclosures in its Annual Report on Form 10-K and proxy statement. Accommodations utilized include (i) a two-year presentation of the audited financial statements and related notes, and management’s discussion and analysis of financial condition and results of operations; (ii) reduced disclosures of certain executive compensation and stock performance information; and (iii) not disclosing selected financial data, contractual obligations and quantitative and qualitative disclosures about market risk. Financial information that is not in accordance with Generally Accepted Accounting Principles in the United States (“GAAP”) is not presented in this report on Form 10-K. The definitions of any non-GAAP financial measures referenced in this report on Form 10-K, including Adjusted EBITDA and Adjusted Free Cash Flow, are provided on the Company’s investor relations website at www.alsk.com.
PART I
Item 1. Business
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, our revenue performance relative to our largest competitor suggests that we are gaining market share in the markets we are serving. A third-party market study indicates that we have market share of close to 40% for “near net” opportunities, that is, within one mile of our fiber network.
Operating Initiatives
We are focused on being a customer centric fiber company. Everything we do is focused around our customer, meeting and exceeding their needs through the application of technology. We are focused on delivering an exceptional customer experience throughout the customer lifecycle. This forms the foundation of our sustained differentiation, creating unique value for our customers to grow our market share, expand business with existing customers and minimize churn.
Our future investments and subsequent initiatives are focused on building and strengthening the business in three areas:
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Enhance and Augment our Network and Capabilities: This is what we do and is the basis of our offers, to lead the competition through innovation and leverage the latest technologies to meet our customer’s needs. Activities include investments to grow our fiber footprint, augmented with high speed fixed wireless technologies, as well as expanding our product capabilities that fully leverage our existing and growing fiber footprint.
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Accelerate the Growth of Managed IT Services: This is a fragmented market without a leader, a significant market size and a set of services that are both adjacent and synergistic with communications and networking services. We continue to invest in winning share and expanding our capabilities, enabling and accelerating our customers’ transition to cloud services.
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Drive Operational Excellence: Invest in operational systems that fundamentally change the way we deliver services that both enhance the customer experience as well as increase efficiency and productivity, redefining processes throughout the entire customer lifecycle to create new operating models and efficiencies. Investments that update our operational support and billing systems provide the foundational platform to further leverage digital technologies and expand with investments in analytics and artificial intelligence.
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These investment areas are not standalone and, in fact, are synergistic. We look to maximize each of these with any initiative for the highest return.
We recognize that everything we do is only possible through our people. Our employees are enablers that make any and all initiatives happen to serve our customers and earn their business. We will focus and make investments in employee engagement to maximize the realization of an exceptional customer experience and maximize the effectiveness of our investments.
We will continue to evaluate strategic opportunities that address scale, geographic diversification, and return value to our shareholders.
Our parent company, Alaska Communications Systems Group, Inc., was incorporated in 1998 under the laws of the state of Delaware. Our principal executive offices are located at 600 Telephone Avenue, Anchorage, Alaska 99503-6091. Our telephone number is (907) 297-3000 and our investor internet address is www.alsk.com. Our customer internet address is www.AlaskaCommunications.com.
Markets, Services and Products
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.
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Business and Wholesale (broadband, voice and managed IT services)
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Consumer (broadband and voice services)
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Regulatory (access services, high cost support and carrier termination)
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The brand pillars supporting our products and services are reliability, customer service, trustworthiness and local presence. These are represented by the promise we make to our customers: “You can always expect to get the service as promised to you by an Alaska Communications’ representative. If you are not satisfied, we will work with you to provide a solution that meets your satisfaction.”
See “Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations,” for a description of our products and services and a summary of service and product revenues generated by each of the above three customer categories.
Network and Technology
Alaska Communications provides communications and IT solutions that connect Alaskans as well as customers in the continental United States to the world. This is based on an extensive facilities-based wireline telecommunications network in Alaska that we operate. We provide high-capacity data networking, internet connectivity, voice communications and IT Services. Networking services include Ethernet and IP routed services as well as switched and dedicated voice services. In addition, we offer other value-added services such as network hosting, managed IT services and long-distance services. We continuously upgrade our network to provide higher levels of performance, higher bandwidth speeds, increased levels of security and additional value-added services to our customers. We operate 146,000 terrestrial and submarine fiber miles which serve as the backbone of our network as well as now serving 886 buildings with fiber. Our networks are monitored for performance around the clock in redundant monitoring centers to provide a high level of reliability and performance. Our network is extensive within Alaska’s urban areas and connects our largest markets, including Anchorage, Fairbanks and Juneau with each other and the contiguous states as well as many rural areas. We have recently added Fixed Wireless technology to reach even more customers, bringing total homes and businesses passed to approximately 13,500 at the end of 2019. We expanded our Multi-Dwelling Unit (“MDU”) offering, adding 3,000 MDUs in 2019 that are fed using fiber or fixed wireless backhaul.
We own and operate two undersea fiber optic cable systems that diversely connect our Alaskan network to our facilities in Oregon and Washington. These facilities provide the most survivable service to and from Alaska, with key monitoring and disaster recovery capabilities for our customers. We also have usage rights on a third undersea fiber network connected to the lower-48.
Our network in Oregon and Washington includes terrestrial transport components linking our landing stations to a Network Operations Control Center in Hillsboro, Oregon and collocation facilities in Portland, Oregon and Seattle, Washington. In addition, AKORN®, one of our undersea fiber optic cable systems, connects our Alaska network from Homer, Alaska to our facilities in Florence, Oregon along a diverse path within Alaska, the Pacific Northwest and undersea in the Pacific Ocean. Northstar, our other undersea fiber optic system, has cable landing facilities in Whittier, Juneau, and Valdez, Alaska, and Nedonna Beach, Oregon. Our subsea capacity including the AKORN® and Northstar systems provides a total of 7,800 route miles, or about 26,000 fiber miles, of submarine fiber. Together, these fiber optic cables provide extensive bandwidth as well as survivability protection designed to serve our own, as well as our most demanding customers’ critical communications requirements. In 2017, we upgraded the AKORN system to be able to support 100GB circuits for customers. Through our landing stations in Oregon, we also provide an at-the-ready landing point for other large fiber optic cables, and their operators, connecting the U.S. to networks in Asia and other parts of the world.
In April 2015, we entered into an agreement to purchase a terrestrial fiber network on the North Slope of Alaska. This network allows us to provide broadband solutions to the oil and gas sector in a market that previously had no competition, and continue to advance our sales of managed IT services.
In 2017, we began the development of a satellite earth station network and acquired C-band transponder space on Eutelsat’s E115WB satellite. In the fourth quarter of 2017, we began providing Internet backhaul connectivity to our first customer. We are continuing to expand the satellite service, adding customers throughout 2018 and 2019.
Another Alaska carrier, Quintillion, has invested in a submarine network with landing stations in several northwest Alaska communities, including a terrestrial route from the North Slope to Fairbanks. The submarine network became operational in late 2017. We have acquired capacity on this system and deliver service to customers in this area, including a buildout of terrestrial fiber optic cable, in Utqiaġvik (formerly Barrow) to serve this new market. We are currently serving customers in Utqiaġvik, Nome, Kotzebue and Deadhorse.
Competition
Management estimates the Alaska wireline telecom and IT services market to be approximately $1.65 billion. This market is comprised of the IT services market of approximately $840 million, the broadband market of approximately $700 million and the voice market of approximately $110 million. Management estimates that over 85% of this market opportunity is from the business and wholesale customer segment. Based on a third-party market study management believes that approximately $250 million of the telecom opportunity is “near net,” that is, within one mile of our fiber infrastructure.
We expect to experience continued growth in managed IT services over time by providing these services to our broadband customers as well as creating new customer relationships. We believe the competition for managed IT services is fragmented.
We face strong competition in our markets from larger competitors with substantial resources. For traditional voice and broadband services, we compete with GCI and AT&T on a statewide basis, and smaller providers such as Matanuska Telephone Association, Inc. on a more localized basis.
As the largest facilities based operator in Alaska, GCI is the dominant statewide provider of broadband, voice, wireless and video services. In the markets where we compete with GCI (broadband and voice), GCI has approximately 50% to 60% of market share across the consumer and business segments. GCI continues to expand its voice and data network, often taking advantage of subsidized government programs which create a monopoly for services in certain markets. AT&T’s primary focus is to be the provider of voice and broadband services to its nation-wide customers. AT&T tends to use its existing broadband network to serve these customers or it leases capacity from GCI or Alaska Communications to augment its existing network.
Matanuska Telephone Association (“MTA”) is a COOP owned telephone and internet service provider operating in the Matanuska regional area of Alaska. MTA is in the process of building a terrestrial fiber from Alaska to Canada which will interconnect with Northwestel. This fiber will provide a diverse route out of Alaska.
Overall competitive dynamics are significant, and our operating performance is impacted accordingly. For more information associated with the risks of our competitive environment see “Item 1A, Risk Factors.”
Marketing
Our marketing strategy relies on our understanding the Alaskan market, while increasingly using digital technologies to focus our marketing messages. We tailor our products and services based on understanding our customers’ needs, location, and type of service they desire. For business customers, we bundle our products and provide value added managed IT services using our local service delivery model and highly reliable network. For consumer customers, we focus on the product experience, interaction with the customer and price. Regarding pricing, we typically offer one flat rate price and no data usage caps for internet services, differentiating ourselves from GCI who charges for excess data usage or throttles bandwidth.
Sales and Distribution Channels
Our sales strategy combines primarily direct distribution channels to retain current customers and drive sales growth. In 2020, we will continue leveraging our direct sales channels’ focus on serving Business and Wholesale customers, our web and contact center channels for consumer customers, and expand our penetration of the military housing market for continued sustained performance. We are also continuing our efforts to improve customer service and move more consumer transactions to the web.
Customer Base
We generate our revenue through a diverse statewide customer base and there is no reliance on a single customer or small group of customers. Business and wholesale customers are our primary focus and they comprised 65% of our total revenue in 2019. Regulatory revenue represented 19% of the Company’s consolidated revenue in 2019.
Seasonality
We believe our revenue is impacted by seasonal factors. This is due to Alaska’s northern latitude and the resulting wide swing in available daylight and weather conditions between summer and winter months. These conditions, unique to Alaska, affect business, tourism and telecom use patterns in the state. Our spending patterns are also impacted by seasonality as we incur more capital spending and operating spending during the summer and early fall periods of the year, reflecting the heightened economic activity from the summer months and our own construction activities during this time period.
Employees
As of December 31, 2019, we employed 569 regular full-time employees, 8 regular part-time employees and 4 temporary employees. Approximately 54% of our employees are represented by the International Brotherhood of Electrical Workers, Local 1547 (“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.
Regulation
While a substantial amount of our revenue is derived from non-regulated or non-common carrier services, we continue to generate some revenue from services that are regulated. Given the breadth of the regulatory framework, the following summary of the regulatory environment in which our business operates does not describe all present and proposed federal, state and local legislation and regulations affecting the telecommunications industry in Alaska.
Overview
Some of the telecommunications services we provide are subject to federal, state and local regulation. These regulations govern, in part, our rates and the way we conduct our business. These requirements are subject to frequent change. Compliance is costly and limits our ability to respond to some of the demands of our increasingly competitive service markets.
We generate revenue from these regulated services through regulated charges to our retail and wholesale customers, access and other charges to other carriers, and federal and state universal service support mechanisms for telecommunications and broadband services. These revenues are recorded throughout our customer categories.
At the federal level, the FCC generally exercises jurisdiction over the interstate and international telecommunications services that regulated common carriers provide and their related communications facilities.
The Regulatory Commission of Alaska (“RCA”) generally exercises jurisdiction over a limited number of intrastate access telecommunications services that originate and terminate at points in Alaska.
In this section, “Regulation”, we refer to our local exchange carrier (“LEC”) subsidiaries individually as follows:
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ACS of Anchorage, LLC (“ACSA”);
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ACS of Alaska, LLC (“ACSAK”);
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ACS of Fairbanks, LLC (“ACSF”); and
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ACS of the Northland, LLC (“ACSN”).
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Federal Regulation
We must comply with the Communications Act of 1934, as amended (the “Communications Act”) and regulations promulgated thereunder, which together require, among other things, that we offer regulated interstate telecommunications common carrier services at just, reasonable and non-discriminatory rates and terms. The Communications Act also requires us to offer competing carriers interconnection and non-discriminatory access to certain facilities and services designated as essential for local competition. Under the Communications Act we are eligible for support revenues to help defray the cost of providing services in rural, high cost areas, and to low-income consumers, schools and libraries, and rural health care providers. The FCC is continuing to propose changes in the size and scope of these mechanisms, and it is difficult to predict the impact such changes may have on our business.
Rate Regulation
Our LEC subsidiaries are regulated common carriers offering local voice and a limited set of telecommunications data services. In providing these regulated services, these subsidiaries are subject to competitive market forces, as well as rate-of-return regulations for intrastate services that originate and terminate in Alaska and price-cap rate regulation for interstate services regulated by the FCC. Because they face competition, our LEC subsidiaries may not be able to charge their maximum permitted rates under price-cap regulation or realize their authorized intrastate rate of return even where they are rate-of-return regulated. A broader range of data and information services are offered by our unregulated affiliates or as unregulated services by our regulated companies.
Interconnection with Local Telephone Companies and Access to Other Facilities
The Communications Act imposes a number of requirements on LECs. Generally, a LEC must: not prohibit or unreasonably restrict the resale of its services; provide for telephone number portability so customers may keep the same telephone number if they switch service providers; provide access to their poles, ducts, conduits and rights-of-way on a reasonable, non-discriminatory basis; and, when a call originates on its network, compensate other telephone companies for terminating or transporting the call (see the “Interstate Access” discussion below).
All of our LEC subsidiaries are considered incumbent LECs (“ILECs”) and have additional obligations under the Communications Act.
On August 2, 2019, the FCC issued an Order granting forbearance from enforcement of its previous requirements that ILECs unbundle two-wire and four-wire analog voice-grade copper loops. The Order also granted forbearance from enforcement of the requirement that each ILEC must offer for resale at wholesale rates any telecommunications service that the ILEC provides at retail to subscribers who are not telecommunications carriers. While the obligation to offer telecommunications services for resale remains in effect (as it does for all local exchange carriers, incumbent and competitive entrants alike), we will no longer be obligated to offer any particular wholesale discount on those services. Both grants of forbearance are subject to a two-part transition period. First, for a six-month period that began on August 2, 2019, we were required to continue to accept new orders for analog voice-grade copper loops and discounted wholesale services, in accordance with the previous rules. Second, we must continue to honor existing arrangements, including those put in place during that initial six-month period, for a three-year period that also began on August 2, 2019, to permit customers sufficient time to put alternative arrangements in place.
In November 2019, the FCC proposed to forbear from most of the remaining ILEC UNE unbundling obligations that remain in effect. We filed comments supporting the proposed forbearance in February 2020, but the timing of any FCC decision in the proceeding is uncertain.
Interstate Access Charges
The FCC regulates the prices that ILECs charge for the use of their local telephone facilities in originating or terminating interstate calls.
Special Access Pricing Flexibility and Business Data Services
Rates for interstate telecommunications services offered by our ILEC subsidiaries are determined using price cap regulation, under which the rates vary from year to year based on mathematical formulae, and not based on changes to our costs, including both inter-carrier rates and retail end user rates.
On April 20, 2017, the FCC adopted an Order updating its regulations governing “business data services,” which are those circuit-switched or packet-switched services that offer our dedicated point-to-point transmission of data at certain guaranteed speeds and service levels using high-capacity connections, including special access services. The FCC left in place the Phase I and Phase II pricing flexibility it granted to us in 2010 and granted further price deregulation of all business data services with transmission speeds above 45 Megabits per second. For legacy circuit-switched business data services with speeds at or below that level (DS-3 or below), the FCC adopted a new competitive market test, finding that price regulation is no longer required in counties (or county-equivalents, such as Alaskan boroughs) where the test is satisfied. We expect this FCC Order to support the Company’s ability to be market competitive for its business data services.
On August 28, 2018, the United States Court of Appeals for the Eighth Circuit vacated portions of the FCC’s decision that ended prior regulation and tariffing of prices of legacy circuit-switched transport services offered by price cap carriers, like Alaska Communications, finding that the FCC had not provided sufficient advance notice of that aspect of its decision. On October 24, 2018, in order to provide the necessary notice in light of the Eighth Circuit’s decision, the FCC issued a detailed proposal to re-adopt that relief. In July 2019, the FCC re-adopted the majority of the forbearance relief that the Eighth Circuit had vacated, while leaving rate regulation in place on certain routes that the FCC believed to lack sufficient competition.
Transformation Order
Under a 2011 FCC order (the “Transformation Order”), our ILEC interstate and intrastate switched access rates and reciprocal compensation rates (“ICC rates”) are capped and terminated switched end-office rates were reduced to zero, in pursuit of the FCC’s goal that carriers will recover their costs from their end-users and, in some cases, universal service support mechanisms.
Federal Universal Service Support
The Communications Act requires the FCC to establish a universal service program to ensure that affordable, quality telecommunications services are available to all Americans. The Company has received universal support in several forms: (i) high cost support received by its ILEC subsidiaries for its wireline voice and broadband Internet access service business under the Connect America Fund; (ii) support for services that the Company provides to schools and libraries, provided through the federal schools and libraries universal service support mechanism (“E-Rate”); (iii) support from the federal Rural Health Care support mechanism, which supports communications services that enable telehealth and telemedicine services provided by eligible rural health care providers; and (iv) low income support under the FCC’s Lifeline program, which subsidizes telephone and broadband Internet access services for low-income consumers. These programs are administered under the direction of the FCC by the Universal Service Administrative Company (“USAC”).
USF Contributions
Under the Communications Act of 1934, as amended (the “Communications Act”) and FCC rules, telecommunications carriers and certain providers of telecommunications must contribute to the federal Universal Service Fund. These contributions are based on end-user revenues from interstate and international revenues from assessable services.
Rural Health Care Universal Service Support Program
The FCC’s Rural Health Care Universal Service Support Mechanism (the “RHC program”) provides funding to help make broadband telecommunications and Internet access services provided by the Company and other service providers affordable for eligible rural health care providers. It is comprised of two parts. The Telecommunications Program covers the difference between the “urban rate” for telecommunications services that rural healthcare providers use to deliver healthcare at rural locations, and the “rural rate” that they would otherwise be required to pay. The Healthcare Connect Fund covers 65 percent of the cost of a wider variety of broadband telecommunications, networking, and Internet access services and certain associated equipment. Rural Health Care revenues represented 6.1% of the Company’s consolidated revenue in 2019.
The Company has participated in the RHC program since 2008. For the 2017 Funding Year, the FCC approved rural rates that were significantly reduced from the rates proposed by the Company. For Funding Years 2018 and 2019, we have similarly obtained the FCC’s approval for our rural rates, generally at levels consistent with the reduced rates approved by the FCC for Funding Year 2017. The multi-step process of obtaining FCC approval for rates and then subsequently obtaining funding commitment letters from USAC has introduced varying degrees of delay in the process of obtaining support for the services we deliver to rural health care providers.
The FCC approved RHC rural rates for Funding Year 2018 in November 2018, after our request in September 2018 for the funding year beginning July 1, 2018. We began to receive funding commitment letters for the associated services for Funding Year 2018 in December 2018. Similarly, the FCC approved RHC rural rates for Funding Year 2019 in December 2019, after our request in November 2018 in advance of the funding year beginning July 1, 2019. We began to receive funding commitment letters for the associated services for Funding Year 2019 in February 2020. We also filed a request in January 2020 for approval of our RHC rural rates to be used for upcoming Funding Year 2020, which begins July 1, 2020.
On August 1, 2019, the FCC adopted an order making 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 Rural Health Care 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, and USAC will need to conduct a lengthy implementation process before eligible rates and associated support levels can be known. Under the FCC’s Order, USAC must develop and publish a database by July 1, 2020, containing rates that will be used to set rural rates for Funding Year 2021 and beyond. The FCC’s Order divided Alaska into four geographic zones, and the rural rate in each zone will be capped at the median of the rural rates for similar services offered in that zone, as identified by USAC. We are unable to predict the impact the new rules will have, but the FCC’s Order gave USAC limited guidance and substantial discretion in identifying rates and determining how to group them within the database. If the rural rate caps established using the resulting median are too low, we may be unable to continue to serve rural health care customers in the most expensive portions of each rural zone. 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. On October 21, 2019, an appeal challenging the new method of setting rates for supported services was filed in the United States Court of Appeals for the District of Columbia Circuit, adding further uncertainty to the ultimate outcome of this proceeding. Similarly, the Company and several other parties have filed Petitions for Reconsideration of the FCC’s August 2019 Report and Order, seeking to mitigate the risks described above. At this time, we are unable to predict the outcome of the challenges to the FCC’s new Rural Health Care rules or the impact the new rules may have on our business, financial condition, results of operations and liquidity.
USAC Audit of RHC Program Funding Requests
In addition to the prospective changes to the RHC program discussed above, the FCC and USAC have undertaken reviews of current and past funding requests. In June 2017, the Company received a letter from USAC’s auditors inquiring about past funding requests, all of which were previously approved by USAC. After clarifying the request, the Company responded to the auditors with the requested information through the remainder of 2017 and mid-way into 2018. Late in 2018, the auditors asked the Company to comment on some preliminary audit findings, and the Company responded with a letter dated December 21, 2018. After more than a year without communications from the auditors, on February 24, 2020, the Company received a draft audit report from USAC that is described more fully in Note 20 “Commitments and Contingencies” in the Notes to Consolidated Financial Statements. The draft audit report alleges violations of the FCC’s rules for establishing rural rates and urban rates, the provisioning and billing of ineligible services and products, and violations of the FCC’s competitive bidding rules. The Company was invited to comment on this draft audit report, and we intend to seek correction of numerous factual errors we believe are contained in that report. In addition, the Company has had conversations with USAC’s auditors and we are compiling a list of proposed clarifications, corrections and modifications to the draft audit report. As a result of these conversations and comments to be submitted by the Company, USAC’s auditors may revise their findings, including the amounts they recommend USAC seek to recover. USAC’s auditors are expected to issue a final audit report incorporating the Company’s responses that will be sent to USAC’s Rural Health Care division to review and determine if corrective action would be appropriate. In the event that the Company disagrees with USAC’s final audit report, the Company can appeal that decision to USAC’s Rural Health Care division and/or the FCC. At this time, we cannot predict the contents of the USAC audit report, the outcome of the audit or the impact on our business, financial condition, results of operations and liquidity.
FCC Inquiry into Company’s RHC Program Participation
In addition, the Company received a Letter of Inquiry on March 18, 2018, from the FCC Enforcement Bureau requesting historical information regarding the Company’s participation in the FCC’s Rural Health Care program. In response, the Company produced voluminous records throughout 2018 and into the first quarter of 2019. On November 5, 2019, the Company received another letter from the FCC Enforcement Bureau requesting additional information, to which it responded on December 6, 2019. The Company is currently responding to an additional letter from the Enforcement Bureau dated January 22, 2020. As of the date of this Form 10-K, the FCC’s Enforcement Bureau has not asserted any claims or rule violations. The Company continues to work constructively with the FCC’s Enforcement Bureau to provide it the information it is seeking. At this time, we cannot predict the outcome of the FCC Enforcement Bureau’s inquiry or the impact it may have on our business, financial condition, results of operations and liquidity.
Connect America Fund
CAF Phase II
On October 31, 2016, the FCC released its order adopting the Connect America Fund (“CAF”) Phase II (“CAF II”) for price cap carriers in Alaska. Alaska Communications is the only price cap carrier in Alaska and, under the CAF II order, we receive approximately $19.7 million annually.
We are continuing to work toward meeting our CAF Phase II obligations in a capital-efficient manner, including the delivery of broadband Internet access services meeting CAF Phase II requirements using a fixed wireless platform.
Lifeline
Revenue generated from our lifeline customers represented less than 1% of our total revenue. The FCC’s Lifeline support mechanism today subsidizes the cost of voice services for low-income consumers, as well as broadband in CAF II locations.
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 144 MHz of C-band spectrum on Eutelsat’s satellite, E115WB, for a term of 15 years. We have steadily expanded this network to serve nearly 40 sites, primarily in rural and remote areas of the state. We expect this approach 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.
State Regulation
Telecommunication companies are required to obtain certificates of public convenience and necessity from the RCA prior to operating as a public utility in Alaska. In addition, RCA approval is required if an entity acquires a controlling interest in any of our certificated subsidiaries, acquires a controlling interest in another intrastate utility or discontinues intrastate service. On August 29, 2019, Governor Dunleavy signed into law new legislation that eliminated 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. Alaska Communications implemented changes to tariffs, terms and conditions and other service related policies effective November 27, 2019.
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.
In January 2018, the RCA opened a rulemaking to repeal the AUSF effective July 31, 2019 and sought comments and reply comments. A final order issued by the RCA on October 24, 2018 stopped short of repealing the AUSF but made changes to the distribution to be effective January 1, 2019, and capped contributions at 10% of intrastate telecommunications revenues. These changes resulted in shortfalls to carriers beginning in 2019.
Website Access to Reports
Our investor relations website Internet address is www.alsk.com. The information on our website is not incorporated by reference in this annual report on Form 10-K. We make available, free of charge, on our investor relations website, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934. These reports are available as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission (“SEC”).
Code of Ethics
We post our code of business conduct and ethics entitled “Code of Ethics”, on our investor website at www.alsk.com. Our code of business conduct and ethics complies with Item 406 of SEC Regulation S-K and the rules of Nasdaq. We intend to disclose any changes to the code that affect the provisions required by Item 406 of Regulation S-K and any waivers of the code of ethics for our executive officers, senior financial officers or directors, on that website.
Additional Business Information
See “Item 1A, Risk Factors,” “Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Note 3 “Joint Venture” and Note 19 “Business Segments” in the Notes to Consolidated Financial Statements for additional information, which is incorporated herein by reference.
Item 1A. Risk Factors
We face a variety of risks that may affect our business, financial condition and results of operations, some of which are beyond our control. The risks described below are not the only ones we face and should be considered in addition to the other cautionary statements and risks described elsewhere and the other information contained in this report and in our other filings with the SEC, including our subsequent reports on Forms 10-Q and 8-K. Additional risks and uncertainties not known to us or that we currently deem immaterial may also affect our business. If any of these known or unknown risks or uncertainties actually occurs, our business, financial condition and results of operations could be seriously harmed.
Risks Relating to Our Industry
Competition
The telecommunications industry in Alaska is competitive and creates pressure on our pricing and customer retention efforts.
Strong competitors make it more difficult for us to attract and retain customers, which could result in lower revenue, cash flow from operating activities and Adjusted Free Cash Flow.
Our principal facilities-based competitor for voice and broadband services is GCI, who is also the dominant cable television provider in Alaska. In the business and wholesale market, GCI holds a dominant position through its extensive fiber optic, microwave and satellite based middle mile network as well as its undersea fiber cable network, where it owns and operates two of the four existing undersea fiber optic cables connecting Alaska to the contiguous states. In the consumer market, GCI bundles its cable video services with voice, broadband and mobile wireless services. Because the video and mobile wireless services we offer are limited, we are unable to offer competing bundles.
GCI continues to expand its statewide reach, including through its Terra Southwest project which is funded with federal subsidies, consisting of grants from the USDA Rural Utilities Service and federal low-interest loans. This subsidy gives GCI a substantial competitive advantage in the markets served by Terra Southwest, and GCI receives substantial additional funding for services offered over this facility from the federal E-Rate and Rural Health Care universal service support mechanisms. GCI has indicated it intends to replicate this government subsidized model in other markets in Alaska, which will create monopoly-type conditions in these markets which are subject to minimal regulatory oversight.
With a long history of operating in Alaska, AT&T has a terrestrial long-haul network in Alaska where the focus is on serving certain national customers. AT&T’s primary mass market focus in Alaska is providing mobile wireless services.
As we compete more extensively in the managed IT services business, we are likely to face new competition, both local and national. There are other small firms that compete for IT business in Alaska. Overall, however, we believe that competition for managed IT services is fragmented in Alaska with no clear or dominant provider.
Diversification of Our Sources of Revenue
We may not be able to adequately diversify our revenue stream which could create risk to our ability to generate cash and bottom-line growth.
The telecommunications industry faces frequent and rapid changes in products and services provided to customers. If we do not adequately investigate and assess the expansion of our existing sources of revenue, including new products and services and strategic acquisition opportunities, our business, financial position, results of operations and liquidity may be impacted.
Our Cost Structure
We may not be able to maintain our cost structure which would create risk to our ability to generate bottom-line growth.
As a smaller, focused broadband and managed IT services company, maintaining a lower cost structure is key to generating cash flow from operating activities. If we fail to maintain this cost structure, our financial position, results of operations and liquidity will be impacted.
Technological Advancements and Changes in Telecommunications Standards
If we do not adapt to rapid technological advancements and changes in telecommunications standards, our ability to compete could be strained, and as a result, we would lose customers.
Our success will likely depend on our ability to adapt and fund the rapid technological changes in our industry. Our failure to adopt a new technology or our choice of one technology over another may have an adverse effect on our ability to compete or meet the demands of our customers. Technological changes could, among other things, reduce the barriers to entry facing our competitors providing local service in our service areas. The pace of technology change and our ability to deploy new technologies may be constrained by insufficient capital and/or the need to generate sufficient cash to make interest payments on our debt.
New products and services may arise out of technological developments and our inability to keep pace with these developments may reduce the attractiveness of our services. Some of our competitors may have greater resources to respond to changing technology than we do. If we fail to adapt successfully to technological changes or fail to obtain access to new technologies, we could lose customers and be unable to attract new customers and/or sell new services to our existing customers. We may be unable to successfully deliver new products and services, and we may not generate anticipated revenues from such products or services.
To be competitive we need to maintain an on-going investment program to continuously upgrade our access network. We define the access network as the connection from the end user location – either a home or a business – to the first aggregation point in the network. The connection can be copper or fiber and the aggregation point is typically a central office or remote serving node. The access network determines the speeds we are able to deliver to our end customer. We may not be able to maintain the level of investment needed for long term competitiveness in offering broadband speeds to all segments of our market.
Technology trends and developments in the area of IT and cloud services can be far more disruptive and tend to change in shorter cycles compared to telecommunications technologies. Our ability to invest in the training, certifications, and skills required to develop these partnerships will be important in determining our success in this area of managed IT services.
Our limited access to middle mile infrastructure limits our ability to compete in certain geographic and customer segments in Alaska.
We define middle mile as the connection between the first aggregation point into a local community and the interconnection point to the internet or switch which connects the community to the outside world. These are typically high capacity connections and can span hundreds of miles in the case of Alaska. It is unlikely that we will have the capital needed for middle mile investments, and GCI controls significant elements of the middle mile network in Alaska, and through its government funded programs is creating monopoly conditions in certain areas of the state. This limits our ability to compete in those markets.
Risks Relating to Our Debt
Our debt could adversely affect our financial health, financing options and liquidity position. Due to uncertainty in the capital markets, we may be unable to retire or refinance our long-term debt when it becomes due, or if we are able to refinance it, we may not be able to do so with attractive interest rates or terms.
2019 Senior Credit Facility
On January 15, 2019, we entered into an amended and restated credit facility consisting of a term facility in the amount of $180 million, a revolving facility in an amount not to exceed $20 million and a delayed-draw term facility in an amount not to exceed $25 million (together the “2019 Senior Credit Facility”). The 2019 Senior Credit Facility also provides for incremental term loans up to an aggregate principal amount of the greater of $60 million or trailing twelve-month EBITDA (as defined in the facility).
Principal payments on the term facilities are due commencing in the third quarter of 2019 as follows: the third quarter of 2019 through the second quarter of 2020 – $1,125 per quarter; the third quarter of 2020 through the second quarter of 2022 – $2,250 per quarter; the third quarter of 2022 through the second quarter of 2023 – $3,375 per quarter; and the third quarter of 2023 through the fourth quarter of 2023 – $4,500 per quarter. The remaining outstanding principal balance, including any amounts outstanding under the revolving facility, is due on January 15, 2024. This schedule is subject to mandatory prepayments under certain conditions, including the Company’s generation of excess cash flow as defined in the facility.
The obligations under the 2019 Senior Credit Facility are secured by substantially all of the personal property and real property of the Company.
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.
Our debt also exposes us to adverse changes in interest rates. As a component of our cash flow hedging strategy and as required under the terms of the 2019 Senior Credit Facility, we hold pay-fixed, receive-floating interest rate swaps in the total initial notional amount of $135.0 million at 6.1735%, inclusive of a 4.5% LIBOR spread, through June 2022. The anticipated elimination of LIBOR and subsequent replacement with an alternative base rate could negatively impact our cost of borrowing.
Additional information is in 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, which is incorporated herein by reference.
We are also subject to credit risk related to our counterparties on the swaps and to interest rate fluctuations on interest generated by our debt in excess of the notional term loans referenced above.
Risks Related to our Business
Rural Health Care Universal Service Support Program
We may not receive some of the subsidies for Rural Health Care for which our customers have applied and amounts previously received may be challenged.
The Company received inquiries and requests for information from USAC, which administers the program, in connection with both current funding requests and, beginning with a letter dated June 2, 2017 from USAC’s auditors, prior period support payments. After the Company responded to the initial request, USAC’s auditors asked the Company to comment on some preliminary audit findings, and the Company responded with a letter dated December 21, 2018. On February 24, 2020, the Company received a draft audit report from USAC that is described more fully in Note 20 “Commitments and Contingencies” in the Notes to Consolidated Financial Statements. The draft audit report alleges violations of the FCC’s rules for establishing rural rates and urban rates, the provisioning and billing of ineligible services and products, and violations of the FCC’s competitive bidding rules. The Company is engaged in dialogue with USAC’s auditors and continues to work constructively with USAC towards a resolution. At this time, the Company is unable to predict the outcome of this audit. Similar audits of other companies have resulted in the FCC recouping certain previously awarded support funds, which could have a material adverse effect on our business, financial position, results of operations, and liquidity.
In addition, the Company received a letter of inquiry from the FCC’s Enforcement Bureau on March 23, 2018 regarding the Company’s participation in the Rural Healthcare Program. On November 5, 2019, and January 22, 2020, the Company received additional letters from the FCC Enforcement Bureau requesting supplementary information. The Company has responded to all such letters from the FCC except that its response to the January 22, 2020 letter remains in process. The FCC’s Enforcement Bureau is still conducting its inquiry, and as of the date of this Form 10-K, has yet to assert any claims or rule violations. At this time, the Company is unable to predict the outcome of this inquiry. Similar investigations of other companies have resulted in the FCC imposing penalties, which could have a material adverse effect on our business, financial position, results of operations, and liquidity.
The rising uncertainty and unpredictability in the Rural Health Care program negatively impacted the Company in 2017, 2018 and 2019, and may have a negative impact on future revenue and demand for our services from rural healthcare providers.
Also, we may be subject to further audits, inquiries or investigations of the Company’s compliance with FCC rules governing the Rural Healthcare Program for prior periods. We are unable to predict the duration, scope, or outcome of any audit, inquiry or investigation into these matters, and any remedial action taken against the Company could have a material adverse effect on our business, financial position, results of operations, and liquidity.
Access and High Cost Support Revenue
Revenues from access charges will continue to decline and revenue from various regulated support mechanisms is subject to rule changes at the FCC and the RCA.
We received approximately 1.7% and 2.0% of our operating revenues for the years ended December 31, 2019 and 2018, respectively, from access charges. The amount of revenue that we receive from these access charges is calculated in accordance with requirements set by the FCC and the RCA. Any change in these requirements may reduce our revenues and earnings. Access charges have consistently decreased in past years and we expect this trend to continue due to declines in legacy regulated products, changes in regulations, and migration to VoIP services which do not generate access revenue for us.
Some access charges have already been reduced to zero. Further elimination of access revenue would have a material adverse effect on our revenue and earnings.
Regulations
New governmental regulations may impose obligations on us to upgrade our existing technology or adopt new technology that may require additional capital and we may not be able to comply in a timely or economic manner with these new regulations.
We cannot predict the extent to which the government will impose new unfunded mandates on us. Such mandates have included those related to emergency location, emergency “E-911” calling, law enforcement assistance and local number portability. Each of these government mandates has imposed new requirements for capital that we could not have predicted with any precision. Along with these obligations, the FCC has imposed deadlines for compliance with these mandates. We may not be able to provide services that comply with these or other regulatory mandates. Further, we cannot predict whether other mandates from the FCC or other regulatory authorities will occur in the future or the demands they may place on our capital expenditures. For more information on our regulatory environment and the risks it presents to us, see “Item 1, Business – Regulation”.
There is a risk that FCC Orders will materially impact our revenue.
The 2011 Transformation Order established a new framework for high cost universal service support that replaced existing support mechanisms that provide support to carriers, like us, that serve high-cost areas with new CAF support mechanisms and service obligations that are focused on broadband Internet access services. We recognized $19.7 million in federal high cost universal service payment revenues to support our wireline operations in high cost areas in each of the twelve months ended December 31, 2019 and 2018. The FCC released its CAF Phase II order, specific to the Company, on October 31, 2016. As a result, we currently expect our high cost support revenue to be relatively unchanged for the next six years. Substantial changes are expected to be enacted by the FCC regarding our high cost support funding after 2025, and there is uncertainty regarding the future level of revenue as well as the future obligations tied to this funding. If we fail to meet our obligations under the CAF Phase II order, our revenue, results of operations and liquidity may be impacted.
We make substantial contributions to the Universal Service Fund and our methods for computing our contributions to that fund may be challenged.
The FCC order released on August 20, 2019 clarified its position that only Telecommunications Services were supported under the Rural Health Care Telecom Program. On December 26, 2019, the FCC issued public notices seeking comments on proposed changes to the 2020 FCC Form 499-A. The proposed changes would clarify the reporting of funds remitted from USAC under the Rural Health Care program. This clarification reduced our risk for future filings. However, our past filings of certain services as “Information Services” not subject to such contributions could ultimately prove to be inconsistent with the FCC’s views, which could trigger additional USF contribution obligations.
We are unable to predict the duration, scope, or outcome of any investigation into these matters and any remedial action taken against the Company in connection with them could have a material adverse effect on our business, financial position, results of operations or liquidity.
Alaska’s Economic Conditions
The successful operation and growth of our businesses depends on economic conditions in Alaska which may deteriorate due to reductions in crude oil prices and other factors.
The vast majority of our customers and operations are located in Alaska. Due to our geographical concentration, the successful operation and growth of our businesses depends on economic conditions in Alaska. The Alaska economy, in turn, depends upon many factors, including:
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the strength of the natural resources industries, particularly oil production and prices of crude oil;
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the strength of the Alaska tourism industry;
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the level of government and military spending; and
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the continued growth of service industries.
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The population of Alaska, which declined marginally in 2018 and 2019, is approximately 730,000 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 other activities 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 value of the oil that transits the pipeline from the North Slope. British Petroleum, one of the world’s major oil companies, is exiting Alaska and its Alaska operations and holdings are being taken over by a much smaller local company. The impact of this change on the State’s economy is uncertain.
Overall economic impacts from a sustained lower price of crude oil and population declines, if maintained over time, will impact our growth in the future.
North Slope Fiber Optic Network
Our project to provide broadband solutions to the North Slope and western Alaska may not prove to be as successful as currently anticipated.
During the second quarter of 2015, we acquired a fiber optic network on the North Slope of Alaska and initiated a project to operate and expand the network. This network enables commercially-available, high-speed connectivity where only high-cost microwave and satellite communications were previously available. The success of this project is dependent, in part, on the utilization of the network by other telecom carriers.
Our co-owner in this project has invested in a submarine network with landing stations in several northwest Alaska communities, including a terrestrial route from the North Slope to Fairbanks. The network became operational in late 2017 and we began delivering service to customers in 2018 through capacity we acquired on the system. Delays in acquiring customers and providing those customers with service could negatively impact our investment in the system and our financial results.
Erosion of Access Lines
We provide services to many customers over access lines, and if we continue to lose access lines, our revenues, earnings and cash flow from operating activities may decrease.
Our business generates revenue by delivering voice and data services over access lines. We have experienced net access line loss over the past few years and the rate of loss has been accelerating. During the years ended December 31, 2019 and 2018 our business access line erosion was 2,134 and 2,317, respectively, while over the same period our consumer access line erosion was 2,920 and 3,478 respectively. We expect to continue to experience net access line loss in our markets, affecting our revenues, earnings and cash flow from operating activities.
Network / E-911 Failure
A failure of our network could cause significant delays or interruptions of service, which could cause us to lose customers.
To be successful, we will need to continue to provide our customers reliable service over our network. Our network and infrastructure are constantly at risk of physical damage as a result of human, natural or other factors. These factors may include pandemics, acts of terrorism, sabotage, natural disasters, power surges or outages, software defects, contractor or vendor failures, labor disputes and other disruptions that may be beyond our control. Should we experience a prolonged system failure or a significant service interruption, our customers may choose a different provider and our reputation may be damaged. Further, we may not have adequate insurance coverage, which would result in unexpected expense. Notably, similar to other undersea fiber optic cable operators, we do not carry insurance that would cover the cost of repair of our undersea cables and, thus, we would bear the full cost of any necessary repairs.
A failure of enhanced emergency calling services associated with our network may harm our business.
We provide E-911 service to our customers where such service is available. We also contract from time to time with municipalities to upgrade their dispatch capabilities such that those facilities become capable of receiving our transmission of a 911 caller’s location information and telephone number. If the emergency call center is unable to process such information, the caller is provided only basic 911 services. In these instances, the emergency caller may be required to verbally advise the operator of such caller’s location at the time of the call. Any inability of the dispatchers to automatically recognize the caller’s location or telephone number, whether or not it occurs as a result of our network operations, may cause us to incur liability or cause our reputation or financial results to suffer.
Actions of Activist Stockholders
Actions of activist stockholders against us could be disruptive and costly and the possibility that activist stockholders may wage proxy contests or seek representation on, or control of, our Board could cause uncertainty about the strategic direction of our business, and an activist campaign that results in a change in control of our Board could trigger change in control provisions or payments under certain of our material contracts and agreements.
Stockholders may from time to time engage in proxy solicitations, advance stockholder proposals or board nominations or otherwise attempt to effect changes, assert influence or acquire some level of control over us.
While our Board and management team strive to maintain constructive, ongoing communications with all of the Company’s stockholders and welcomes their views and opinions with the goal of enhancing value for all stockholders, an activist campaign that seeks to replace more than a majority of the members of our Board and, thereby seek control of the Company’s Board, could have an adverse effect on us because:
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Responding to actions by activist stockholders can disrupt our operations, are costly and time-consuming, and divert the attention of our Board and senior management team from the pursuit of business strategies, which could adversely affect our results of operations and financial condition;
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Perceived uncertainties as to our future direction as a result of changes to the composition of our Board may lead to the perception of a change in the direction of the business, instability or lack of continuity which may be exploited by our competitors, cause concern to our current or potential clients, may result in the loss of potential business opportunities and make it more difficult to attract and retain qualified personnel and business partners;
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These types of actions could cause significant fluctuations in our stock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business; and
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If individuals are elected to our Board with a specific agenda, it may adversely affect our ability to effectively implement our business strategy and create additional value for our stockholders.
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Employees
We depend on the availability of personnel with the requisite level of technical expertise in the telecommunications industry.
Our ability to develop and maintain our networks and execute our business plan is dependent on the availability of technical engineering, IT, service delivery and monitoring, product development, sales, management, finance and other key personnel within our geographic location.
Labor costs and the terms of our principal collective bargaining agreement can negatively impact our ability to remain competitive, which could cause our financial performance to suffer.
Labor costs are a significant component of our expenses and, as of December 31, 2019, approximately 54% of our workforce is represented by the IBEW. The collective bargaining agreement between the Company and the IBEW, which is effective through December 31, 2023, governs the terms and conditions of employment for all IBEW represented employees working for the Company in the state of Alaska and has significant economic impacts on the Company as it relates to wage and benefit costs and work rules. We believe our labor costs are higher than our competitors who employ a non-unionized workforce because we are required by the CBA to contribute to the IBEW Health and Welfare Trust and the Alaska Electrical Pension Fund (“AEPF”) for benefit programs, including defined benefit pension plans and health benefit plans, that are not reflective of the competitive marketplace. Furthermore, work rules under the existing agreement limit our ability to efficiently manage our workforce and make the incremental cost of work performed outside normal work hours high. In addition, we may make strategic and operational decisions that require the consent of the IBEW. While we believe our relationship with the IBEW is constructive, and although the IBEW generally has provided necessary consents, the IBEW may not provide consent when we need it, it may require additional wages, benefits or other consideration be paid in return for its consent, or it may call for a work stoppage against the Company. The Company considered relations with the IBEW to be stable in 2019; however, any deterioration in the relationship with the IBEW would have a negative impact on the Company’s operations.
The expansion of represented employees outside of Alaska could affect our cost structure and the success of any strategic expansion opportunities.
Vendors
We rely on a limited number of key suppliers and vendors for timely supply of equipment and services for our network infrastructure and customer support services. If these suppliers or vendors experience problems or favor our competitors, we could fail to obtain the equipment and services we require to operate our business successfully.
Suppliers that use proprietary technology, effectively lock us into one or a few suppliers for key network components. Other suppliers require us to maintain exclusive relationships under a contract. As a result, we have become reliant upon a limited number of suppliers of network equipment. In the event it becomes necessary to seek alternative suppliers and vendors, we may be unable to obtain satisfactory replacement suppliers or vendors on economically attractive terms on a timely basis, or at all, which could increase costs and may cause disruption in service.
If suppliers of our equipment or providers of services on which we rely experience financial difficulties, service or billing interruptions, patent litigation or other problems, subscriber growth and our operating results could be negatively impacted.
Networks, Monitoring Centers and Data Hosting Facilities
Maintaining the Company’s networks, around the clock monitoring centers and data hosting facilities requires significant capital expenditures, and our inability or failure to maintain and upgrade our networks and data centers would have a material impact on our market share and ability to generate revenue.
The Company currently operates an extensive network that includes monitoring and hosting facilities. To provide contractual levels of service to our customers and remain competitive, we must expend significant amounts of capital. In many cases, we must rely on outside vendors whose performance and costs may not be sufficiently within our control.
Information Technology Systems
A failure of back-office IT systems could adversely affect the Company’s results of operations and financial condition.
The efficient operation of the Company’s business depends on back-office IT systems. The Company relies on back-office IT systems, including certain systems provided by third party vendors, to effectively manage customer billing, business data, communications, supply chain, order entry and fulfillment and other business processes. Some of these systems are no longer supported under maintenance agreements from the underlying vendor. Initiation of new systems may not be successful, may be delayed, and may cost more than expected. A failure of the Company’s IT systems, or the IT systems provided by third party vendors, to perform as anticipated could disrupt the Company’s business and result in a failure to collect accounts receivable, transaction errors, processing inefficiencies, and the loss of sales and customers, causing the Company’s reputation and results of operations to suffer. In addition, IT systems may be vulnerable to damage or interruption from circumstances beyond the Company’s control, including fire, natural disasters, systems failures, security breaches and viruses. Any such damage or interruption could have a material adverse effect on our business, financial position, results of operations and financial condition.
Undersea Fiber Optic Cable Systems
If failures occur in our undersea fiber optic cable systems, our ability to restore our service may be delayed or otherwise limited.
Our undersea fiber optic cable systems carry a large portion of our traffic to and from the contiguous lower 48 states. If a failure occurs and we are not able to secure alternative facilities, some of the communications services we offer to our customers could be interrupted, which could have a material adverse effect on our business, financial position, results of operations or liquidity.
Managed IT Services
Our expansion into managed IT services may not be achieved as planned which could impact our ability to grow revenue.
We are expanding our business to provide more managed IT services along with our traditional telecom services. The delivery of professional services is not without risk, and it is possible that we may fail to execute on one or more managed IT service projects exposing the company to legal claims and reputational risk.
Physical Infrastructure
We may not be able to invest sufficiently in our underlying physical infrastructure, including buildings, fleet and related equipment.
Much of the Company’s underlying physical infrastructure, including buildings, fleet vehicles and related systems and equipment, has been in service for an extended period of time. We may not be able to adequately fund the maintenance and replacement of this infrastructure which could negatively impact the Company’s operations, including the provision of service to its customers.
Intellectual Property
Third parties may claim that the Company is infringing upon their intellectual property, and the Company could suffer significant litigation or licensing expenses or be prevented from selling products.
Although the Company does not believe that any of its products or services infringe upon the valid intellectual property rights of third parties, the Company may be unaware of intellectual property rights of others that may cover some of its technology, products or services. Any litigation growing out of third-party patents or other intellectual property claims could be costly and time consuming and could divert the Company’s management and key personnel from its business operations. The complexity of the technology involved and the uncertainty of intellectual property litigation increase these risks. Resolution of claims of intellectual property infringement might also require the Company to enter into costly license agreements. Likewise, the Company may not be able to obtain license agreements on acceptable terms. The Company also may be subject to significant damages or injunctions against development and sale of certain of its products. Further, the Company often relies on licenses of third-party intellectual property for its businesses. The Company cannot ensure these licenses will be available in the future on favorable terms or at all. If any of these risks materialize, it could have a material adverse effect on our business, financial position, results of operations or liquidity.
Security Breaches
A failure in or breach of our operational or security systems or infrastructure, or those of third parties, could disrupt our businesses, result in the disclosure of confidential information or damage our reputation. Any such failure also could have a significant adverse effect on our cash flows, financial condition, and results of operations.
Our operations rely on the secure processing, storage and transmission of confidential and other information in our computer systems and networks. Although we take protective measures and endeavor to modify them as circumstances warrant, the security of our computer systems, software and networks may be vulnerable to breaches, unauthorized access, misuse, computer viruses or other malicious code, and other events that could have a security impact. Additionally, breaches of security may occur through intentional or unintentional acts by those having authorized or unauthorized access to confidential or other information. If one or more such events occur, this potentially could jeopardize our information or our customers’ information processed and stored in, and transmitted through, our computer systems and networks. We may be required to expend significant additional resources to modify our protective measures or to investigate and remediate vulnerabilities or other exposures arising from operational and security risks, and we may be subject to litigation and financial losses that are either not insured against or not fully covered through any insurance maintained by us.
With regard to the physical infrastructure that supports our operations, we have taken measures to implement backup systems and other safeguards, but our ability to conduct business may be adversely affected by any disruption to that infrastructure. Such disruptions could involve electrical, communications, internet, transportation or other services used by us or third parties with whom we conduct business. The costs associated with such disruptions, including any loss of business, could have a significant adverse effect on our financial position, results of operations or liquidity.
Any of these operational and security risks could lead to significant and negative consequences, including reputational harm as well as loss of customers and business opportunities, which in turn could have a significant adverse effect on our businesses, financial position, results of operations or liquidity.
Cyber-attacks may damage our networks or breach customer and other proprietary data, leading to service disruption, harm to reputation, loss of customers, and litigation over privacy violations.
All industries that rely on technology in customer interactions are increasingly at risk for cyber-attacks. A cyber-attack could be levied against our network, causing disruption of operations and service, requiring implementation of greater network security measures, and resulting in lost revenue due to lost service. A cyber-attack could also be targeted to infiltrate customer proprietary and other data, breaching customer privacy, resulting in misuse of customer information and other data, and possibly leading to litigation over privacy breaches and causing harm to the Company’s reputation. In the event of a cyber-attack, Company insiders could utilize their knowledge of such an attack in trading the Company’s publicly traded shares. We rely on a variety of procedures to guard against cyber-attacks, and to take appropriate actions in the event of a cyber-attack, but the frequency of threats from these attacks is growing globally and the risk to us is also growing.
Pension Plans
We may incur substantial and unexpected liabilities arising out of our pension plans.
Our pension plans could result in substantial liabilities on our balance sheet. These plans and activities have and will generate substantial cash requirements for us, and these requirements may increase beyond our expectations in future years based on changing market conditions. The difference between projected plan obligations and assets, or the funded status of the plans, is a significant factor in determining the net periodic benefit costs of our pension plans and the ongoing funding requirements of those plans. Changes in interest rates, mortality rates, health care costs, early retirement rates, returns on investment and the market value of plan assets can affect the funded status of our defined benefit pension and cause volatility in the net periodic benefit cost and future funding requirements of the plans. In the future, we may be required to make additional contributions to our defined benefit plan. Plan liabilities may impair our liquidity, have an unfavorable impact on our ability to obtain financing and place us at a competitive disadvantage compared to some of our competitors who do not have such liabilities and cash requirements.
Our most significant pension plan is the AEPF in which we participate on behalf of substantially all of our employees in Alaska. The AEPF is a multi-employer pension plan to which we make fixed, per employee, contributions through our collective bargaining agreement with the IBEW, which covers our IBEW represented workforce, and a special agreement, which covers most of our non-represented workforce. Because our contribution requirements are fixed, we cannot easily adjust our annual plan contributions to address our own financial circumstances. Currently, this plan is not fully funded, which means we may be subject to increased contribution obligations, penalties, and ultimately, we could incur a contingent withdrawal liability should we choose to withdraw from the AEPF for economic reasons. Our contingent withdrawal liability is an amount based on our pro-rata share among AEPF participants of the value of the funding shortfall. This contingent liability becomes due and payable by us if we terminate our participation in the AEPF. Moreover, if another participant in the AEPF goes bankrupt, we would become liable for a pro-rata share of the bankrupt participant’s vested, but unpaid, liability for accrued benefits for that participant’s employees. This could result in a substantial unexpected contribution requirement and making such a contribution could have a material adverse effect on our cash position and other financial results. These sources of potential liability are difficult to predict.
Given the complexity of pension-related matters we may not, in every instance, be in full compliance with applicable requirements.
Key Members of Senior Management
We depend on key members of our senior management team; our performance could be adversely impacted if they depart and we cannot find suitable replacements.
Our success depends largely on the skills, experience and performance of key members of our senior management team as well as our ability to attract and retain other highly qualified management and technical personnel. There is competition for qualified personnel in our industry and we may not be able to attract and retain the personnel necessary for the development of our business. Our remote location also presents a challenge to us in attracting new talent. If we lose one or more of our key employees, our ability to successfully implement our business plan could be materially adversely affected. We do not maintain any “key person” insurance on any of our personnel.
Future Acquisitions
Future acquisitions could result in operating and financial difficulties.
Our future growth may depend, in part, on acquisitions. To the extent that we grow through acquisitions, we will face the operational and financial risks that commonly accompany that strategy. We would also face operational risks, such as failing to assimilate the operations and personnel of the acquired businesses, disrupting their ongoing businesses, increasing the complexity of our business, and impairing management resources and management’s relationships with employees and customers as a result of changes in their ownership and management. Further, the evaluation and negotiation of potential acquisitions, as well as the integration of an acquired business, may divert management time and other resources. Some acquisitions may not be successful, and their performance may result in the impairment of their carrying value.
Volatility Risks Related to our Common Stock
Continued volatility in the price of our common stock could negatively affect us and our stockholders.
The trading price of our common stock has been impacted by factors, many of which are beyond our control, including actual or anticipated variations in quarterly financial results, changes in financial expectations by securities analysts and announcements by our current and future competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments. In addition, our financial results in the future may be below the expectations of securities analysts and investors. Broad market and industry factors could also negatively affect the price of our common stock regardless of our operating performance. Future volatility in our stock price could materially adversely affect the trading market and prices for our common stock as well as our ability to issue additional securities or to secure additional financing.
Location Specific Risk
We operate in remote areas subject to geologic instability and other natural events which could negatively impact our operations.
Many of our operations are located in areas that are prone to earthquakes, fires, and other natural disturbances. Many of these areas have limited emergency response assets and may be difficult to reach in an emergency situation. Should an event occur, it could be weeks or longer before remediation efforts could be implemented, if they could be implemented at all. The scope and risk of such an event occurring is difficult to gauge.
Public Health Issues
A major public health issue, such as an epidemic or pandemic, could adversely affect our operations and financial performance.
Our operations, including the provision of services and products to our customers and maintenance of the supporting infrastructure, rely on products, resources and our employees inside and outside the state of Alaska. A major public health issue, such as an epidemic or pandemic, could disrupt the timely receipt of those products and resources, the productivity of our employees, our provision of products and services to our customers and negatively affect overall economic conditions.
Internal Control Over Financial Reporting
Our internal control over financial reporting may not be effective, which could cause our financial reporting to be unreliable.
Because of its inherent limitations, and irrespective of the existence of material weaknesses, our internal control over financial reporting may not prevent or detect all misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that such controls may become inadequate because of changes in conditions, or the degree of compliance with policies and procedures may deteriorate. Any of these circumstances could cause our financial reporting to be unreliable.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
Our principal properties do not lend themselves to simple description by character and location. The components of our gross investment in property, plant and equipment consisted of the following as of December 31, 2019 and 2018:
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(in thousands)
|
|
2019
|
|
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2018
|
|
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Land, buildings and support assets
|
|
$
|
204,834
|
|
|
$
|
197,381
|
|
|
Central office switching and transmission
|
|
|
396,565
|
|
|
|
387,008
|
|
|
Outside plant, cable and wire facilities
|
|
|
765,640
|
|
|
|
750,492
|
|
|
Other
|
|
|
25,423
|
|
|
|
17,126
|
|
|
Construction work in progress
|
|
|
32,442
|
|
|
|
38,615
|
|
|
|
|
$
|
1,424,904
|
|
|
$
|
1,390,622
|
|
Our property, plant and equipment are used in our communications networks.
Land, buildings and support assets consist of land, land improvements, central office and certain administrative office buildings as well as general purpose computers, office equipment, vehicles and other general support equipment. Central office switching and transmission and wireless switching and transmission consist primarily of switches, routers and transmission electronics for our regulated and wireless entities, respectively. Outside plant and cable and wire facilities include primarily conduit and cable. We own substantially all of our telecommunications equipment required for our business. However, we lease certain facilities and equipment under various financing and operating lease arrangements when the leasing arrangements are more favorable to us than purchasing the assets.
We own and lease office facilities and related equipment for our headquarters, central office buildings and operations in locations throughout Alaska and Oregon. Our principal executive and administrative offices are located in Anchorage, Alaska. We believe we have appropriate easements, rights-of-way and other arrangements for the accommodation of our pole lines, underground conduits, aerial, underground and undersea cables, and wires. However, these properties do not lend themselves to simple description by character and location.
In addition to land and structures, our property consists of equipment necessary for the provision of communication services. This includes central and IP office equipment, customer premises equipment and connections, towers, pole lines, remote terminals, aerial, underground and undersea cable and fiber optic and copper wire facilities, vehicles, furniture and fixtures, computers and other equipment. We also own certain other communications equipment held as inventory for sale or lease. Substantially all of our communications equipment and other network equipment are located in buildings that we own or on land within our local service coverage area.
We have insurance to cover certain losses incurred in the ordinary course of business, including excess general liability, property coverage including business interruption, director and officers and excess employment practices liability, excess auto, crime, fiduciary, workers’ compensation and non-owned aircraft insurance in amounts and with deductibles that are typical of similar operators in our industry and with reputable insurance providers. Central office equipment, buildings, furniture and fixtures and certain operating and other equipment are insured under a blanket property insurance program. This program provides substantial limits of coverage against “all risks” of loss including fire, windstorm, flood, earthquake and other perils not specifically excluded by the terms of the policies. As is typical in the communications industry, we are self-insured for damage or loss to certain of our transmission facilities, including our buried, undersea and above ground transmission lines. We self-insure with respect to employee health insurance, primary general liability, primary auto liability and primary employment practices liability subject to stop-loss insurance with insurance carriers that caps our liability at specified limits. We believe our insurance coverage is adequate; however, if we become subject to substantial uninsured liabilities due to damage or loss to such facilities, our financial position, results of operations or liquidity may be adversely affected.
Substantially all of our assets (including those of our subsidiaries) have been pledged as collateral for our 2019 Senior Credit Facility.
Item 3. Legal Proceedings
We are involved in various claims, legal actions, personnel matters and regulatory proceedings arising in the ordinary course of business, including various legal proceedings involving regulatory matters described under “Item 1, Business–Regulation”. For example, the Company received a Letter of Inquiry on March 18, 2018, from the FCC Enforcement Bureau requesting historical information regarding the Company’s participation in the FCC’s Rural Health Care program. On November 5, 2019 and January 22, 2020, the Company received additional letters from the FCC Enforcement Bureau requesting supplementary information. The Company has responded to all such letters from the FCC except that its response to the January 22, 2020 letter remains in process. The Company is unable to predict the duration, scope, or outcome of the FCC Enforcement Bureau’s inquiry into these matters or any remedial action the FCC may or may not take against the Company in the future.
We have recorded a liability for estimated litigation costs of $1.4 million as of December 31, 2019, against certain current claims and legal actions. We believe 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 4. Mine Safety Disclosures
Not applicable.
Notes to Condensed Consolidated Financial Statements
Years Ended December 31, 2019 and 2018
(Unaudited, In Thousands Except Per Share Amounts)
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1.
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DESCRIPTION OF COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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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 statewide and interstate telecommunications network.
The accompanying consolidated financial statements as of and for the years ended December 31, 2019 and 2018 represent the consolidated financial position, results of operations and cash flows of Alaska Communications and the following wholly-owned subsidiaries:
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•
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Alaska Communications Systems
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•
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Crest Communications Corporation
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|
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Holdings, Inc. ("ACS Holdings")
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•
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WCI Cable, Inc.
|
|
•
|
ACS of Alaska, LLC (“ACSAK”)
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•
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WCI Hillsboro, LLC
|
|
•
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ACS of the Northland, LLC (“ACSN”)
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•
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Alaska Northstar Communications, LLC
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|
•
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ACS of Fairbanks, LLC (“ACSF”)
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•
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WCI Lightpoint, LLC
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|
•
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ACS of Anchorage, LLC (“ACSA”)
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•
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WorldNet Communications, Inc.
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|
•
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ACS Wireless, Inc. ("ACSW")
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•
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Alaska Fiber Star, LLC
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|
•
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ACS Long Distance, LLC
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•
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TekMate, LLC
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|
•
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Alaska Communications Internet, LLC ("ACSI")
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|
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•
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ACS Messaging, Inc.
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|
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•
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ACS Cable Systems, LLC (“ACSC”)
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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.
The Company is a smaller reporting company as defined in the Securities Act and Securities Exchange Act, as amended. Accordingly, it has utilized certain accommodations provided for scaled disclosures, including a two-year presentation of the statements of comprehensive income, stockholders’ equity and cash flows, and associated notes to the consolidated financial statements.
A summary of significant accounting policies followed by the Company is set forth below.
Basis of Presentation
The consolidated financial statements and notes include all accounts and subsidiaries of the Company in which it maintains a controlling financial interest. Intercompany accounts and transactions have been eliminated. 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 50 percent ownership interest in the joint venture as a noncontrolling interest. See Note 3 “Joint Venture” for additional information. Certain reclassifications have been made to the prior years’ financial statements to conform to the current year presentation.
Use of Estimates
The preparation of financial statements in conformity with Generally Accepted Accounting Principles in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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, revenue, deferred capacity revenue, legal contingencies, stock-based compensation, operating leases and income taxes. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes is reasonable under the circumstances. Assumptions are adjusted as facts and circumstances dictate. Volatile capital markets, uncertainty regarding certain regulatory matters, and the continuation of low crude oil pricing have combined to increase the uncertainty in such estimates and assumptions. 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.
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
Notes to Condensed Consolidated Financial Statements
Years Ended December 31, 2019 and 2018
(Unaudited, In Thousands Except Per Share Amounts)
Cash and Cash Equivalents
For purposes of the Consolidated Balance Sheets and Consolidated Statements of Cash Flows, the Company generally considers all highly liquid investments with a maturity at acquisition of three months or less to be cash equivalents.
Restricted Cash
Restricted cash of $1,631 at December 31, 2019 consists of certificates of deposits totaling $1,600 required under the terms of certain contracts to which the Company is a party and other restricted cash of $31. When the restrictions are lifted, the Company will transfer these funds into its operating accounts.
Trade Accounts Receivable and Allowance for Doubtful Accounts
Trade accounts receivable are recorded at the invoiced amount and do not bear interest. Amounts collected on trade accounts receivable are included in net cash provided by operating activities in the Consolidated Statements of Cash Flows. The Company does not have any off-balance sheet credit exposure related to its customers. Allowances for uncollectible receivables are established and incurred during the period. These estimates are derived through an analysis of account aging profiles and a review of historical recovery experience. Receivables are charged off against the allowance when management confirms it is probable amounts will not be collected. Subsequent recoveries, if any, are credited to the allowance. The Company records bad debt expense as a component of “Selling, general and administrative expense” in the Consolidated Statements of Comprehensive Income. See Note 4 “Accounts Receivable” for additional information regarding accounts receivable associated with the Company’s rural health care customers.
Materials and Supplies
Materials and supplies are carried in inventory at the lower of moving average cost or net realizable value. Cash flows related to the sale of inventory are included in operating activities in the Company’s Consolidated Statements of Cash Flows.
Property, Plant and Equipment
Telephone property, plant and equipment are stated at historical cost of construction including certain capitalized overhead and interest charges. Renewals and betterments of telephone plant are capitalized, while repairs and renewals of minor items are charged to cost of services and sales (excluding depreciation and amortization) as incurred. The Company uses a group composite depreciation method in accordance with industry practice. Under this method, telephone plant, with the exception of land and finance leases, retired in the ordinary course of business, less salvage, is charged to accumulated depreciation with no gain or loss recognized. Non-telephone plant is stated at historical cost including certain capitalized overhead and interest charges, and when sold or retired, a gain or loss is recognized. Depreciation of property is provided on the straight-line method over estimated service lives ranging from 5 to 50 years.
The Company is the lessee of equipment and buildings under finance leases expiring in various years through 2033. The assets and liabilities under finance leases are initially recorded at the lower of the present value of the minimum lease payments or the fair value of the assets at the inception of the lease. The assets are amortized over the shorter of their related lease terms or the estimated productive lives. Amortization of assets under finance leases is included in depreciation and amortization expense. The Company is also the lessee of various land, building and personal property under operating lease agreements which are not classified as property, plant and equipment. See Note 11 “Leases” for additional information regarding the Company’s leases.
The Company capitalizes interest charges associated with construction in progress based on a weighted average interest cost calculated on the Company’s outstanding debt.
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
Notes to Condensed Consolidated Financial Statements
Years Ended December 31, 2019 and 2018
(Unaudited, In Thousands Except Per Share Amounts)
Asset Retirement Obligations
The Company records liabilities for obligations related to the retirement and removal of long-lived assets, consisting primarily of batteries and operating leases. The Company records, as liabilities, the estimated fair value of asset retirement obligations on a discounted cash flow basis when incurred, which is typically at the time the asset is installed or acquired. The obligations are conditional on the occurrence of future events. Uncertainty about the timing or settlement of the obligation is factored into the measurement of the liability. Amounts recorded for the related assets are increased by the amount of these obligations. Over time, the liabilities increase due to the change in their present value, the potential changes in assumptions or inputs, and the initial capitalized assets decline as they are depreciated over the useful life of the related assets. The liabilities are extinguished when the asset is taken out of service.
Indefeasible Rights of Use
Indefeasible rights of use (“IRU”) consist of agreements between the Company and a third party whereby one party grants access to a portion of its fiber network to the other party or receives access to a portion of the fiber network of the other party. The access may consist of individually specified fibers or a specified number of fibers on the network. IRU agreements under which individually specified fibers are provided are accounted for as leases. Certain of the Company’s IRU agreements consist of like kind exchanges for which the value of the access given up is determined to be equal to the value of the access received. Cash may or may not be exchanged depending on the terms of the agreement. For IRU agreements in which an equal amount of cash is received and paid and the transaction is determined to not have commercial substance, revenue and expense is not recognized in connection with the cash exchanged. For IRU agreements that are not like kind exchanges and for which the Company receives or pays cash, revenue and expense are recognized over the term of the agreement.
Variable Interest Entities
The Company’s ownership interest in the AQ-JV is a variable interest entity as defined in Accounting Standards Codification (“ASC”) 810, “Consolidation.” The Company consolidates the financial results of this entity based on its determination that, for accounting purposes, it holds a controlling financial interest in, and is the primary beneficiary of, the entity. The Company has accounted for and reported the interest of this entity’s other owner as a noncontrolling interest. See Note 3 “Joint Venture” for additional information.
Deferred Capacity Revenue
Deferred capacity liabilities are established for usage rights on the Company’s network provided to third parties. They are established at fair value and amortized to revenue on a straight-line basis over the contractual life of the relevant contract.
Preferred Stock
The Company has 5 million shares of $0.01 par value preferred stock authorized, none of which were issued or outstanding at December 31, 2019 and 2018.
On January 8, 2018, the Company’s Board of Directors authorized 145 thousand shares of Series A Junior Participating Preferred Stock in connection with a Section 382 Tax Benefits Preservation Plan which expired on October 17, 2019. In conjunction with the expiration of the plan, the Series A Junior Participating Preferred Stock was eliminated. No shares were issued under the plan.
Leases
The Company accounts for leases in accordance with ASC 842, “Leases” (“ASC 842”). See Note 11 “Leases” for a summary of the Company’s lease accounting policies and other disclosures required under ASC 842.
Revenue Recognition
The Company accounts for revenue in accordance with ASC 606, “Revenue from Contracts with Customers” (“ASC 606”) and other guidance. See Note 2 “Revenue Recognition” for a summary of the Company’s revenue recognition policies and other disclosures required under ASC 606.
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited, In Thousands Except Per Share Amounts)
Advertising Costs
The Company expenses advertising costs as incurred. Advertising expense totaled $2,829 and $3,074 in 2019 and 2018, respectively, and is included in “Selling, general and administrative expense” in the Company’s Consolidated Statements of Comprehensive Income.
Employee Termination Benefits
In 2019, the Company recorded a charge of $1,715 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 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 $1,390 were made in 2019 and the balance will be paid 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 17 “Stock Incentive Plans.”
Share-based Payments
The Company accounts for forfeitures associated with share-based payments as they occur.
Restricted Stock Units (“RSUs”)
The Company determines 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, discounted for estimated dividend payments that do not accrue to the employee during the vesting period. Compensation expense is recognized over the vesting period and adjustments are charged or credited to expense. RSUs are granted under the Company’s 2011 Incentive Award Plan.
Performance Share Units (“PSUs”)
PSUs may include a combination of service, specified performance, and/or market based conditions which determine the number of awards and the associated vesting. The Company measures the fair value of each new PSU at the grant date. Adjustments each reporting period are based on changes to the expected achievement of the performance goals or if the PSUs otherwise vest, expire, or are determined by the Compensation Committee of the Company’s Board of Directors to be unlikely to vest prior to expiration. Adjustments are charged or credited to expense. For PSUs that include a market condition, compensation expense associated with the market condition is recognized regardless of whether the market condition is satisfied provided that performance measure has been met and the requisite service has been provided. Compensation expense is recorded over the requisite service period. PSUs are granted under the Company’s 2011 Incentive Award Plan.
Employee Stock Purchase Plan (“ESPP”)
The Company makes payroll deductions of from 1% to 15% of compensation from employees who elect to participate in the ESPP. A liability accretes during the 6-month offering period and at the end of the offering period (June 30 and December 31), and the Company issues the shares from the 2012 Employee Stock Purchase Plan (“2012 ESPP”). Compensation expense is recorded based upon the estimated number of shares to be purchased multiplied by the discount rate per share.
Tax Treatment
Stock-based compensation is treated as a temporary difference for income tax purposes and increases deferred tax assets until the compensation is realized for income tax purposes. To the extent that realized tax benefits exceed the book based compensation, the excess tax benefit is credited to additional paid in capital.
Pension Benefits
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. The accumulated benefits and plan assets are not determined for, or allocated separately to, the individual employer.
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited, In Thousands Except Per Share Amounts)
Defined Benefit Plan
The ACS Retirement Plan, which is the Company’s sole single-employer defined benefit plan and covers a limited number of employees previously employed by a predecessor to one of our subsidiaries, is frozen. The Company recognizes the under-funded status of this plan as a liability on its balance sheet and recognizes changes in the funded status in the year in which the changes occur. The ACS Retirement Plan’s accumulated benefit obligation is the actuarial present value, as of the Company’s December 31 measurement date, of all benefits attributed by the pension benefit formula. The amount of benefits to be paid depends on a number of future events incorporated into the pension benefit formula, including estimates of the average life of employees or survivors and average years of service rendered. It is measured based on assumptions concerning future interest rates and future employee compensation levels. Unrecognized prior service credits and costs and net actuarial gains and losses are recognized as a component of other comprehensive loss, net of tax.
Defined Contribution Plan
The Company provides a 401(k) retirement savings plan covering substantially all of it employees. Discretionary company-matching contributions are determined by the Board of Directors.
Income Taxes
The Company utilizes the asset-liability method of accounting for income taxes. Under the asset-liability method, deferred taxes reflect the temporary differences between the financial and tax basis of assets and liabilities using the enacted tax rates in effect in the years in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent that management believes it is more-likely-than-not that such deferred tax assets will not be realized. The Company evaluates tax positions taken or expected to be taken in the course of preparing its financial statements to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. The Company records interest and penalties for underpayment of income taxes as income tax expense.
Earnings per Share
The Company computes earnings per share based on the weighted number of shares of common stock and dilutive potential common share equivalents outstanding. This includes all issued and outstanding share-based payments.
Long-lived Asset Impairment
Long-lived assets, such as property, plant, and equipment, and purchased intangible assets subject to amortization, are reviewed for impairment annually, or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company will compare the undiscounted cash flows expected to be generated by that asset to its carrying amount. If the carrying amount of the long-lived asset is not recoverable on an undiscounted cash flow basis, impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals. Impairment is displayed under the caption “Operating expenses” in the Company’s Consolidated Statements of Comprehensive Income.
Debt Issuance Costs and Discounts
Debt issuance costs are capitalized and amortized to interest expense using the effective interest method over the term of the related instruments. Debt discounts are accreted to interest expense using the effective interest method. Debt issuance costs and debt discounts are presented as a direct deduction from the carrying amount of debt on the Company’s Consolidated Balance Sheet.
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
Notes to Condensed Consolidated Financial Statements
Years Ended December 31, 2019 and 2018
(Unaudited, In Thousands Except Per Share Amounts)
Regulatory Accounting and Regulation
Certain activities of the Company are subject to rate regulation by the FCC for interstate telecommunication service and the Regulatory Commission of Alaska (“RCA”) for intrastate and local exchange telecommunication service. The Company, as required by the FCC, accounts for such activity separately. Long distance services of the Company are subject to regulation as a non-dominant interexchange carrier by the FCC for interstate telecommunication services and the RCA for intrastate telecommunication services. Wireless, Internet and other non-common carrier services are not subject to rate regulation.
Taxes Collected from Customers and Remitted to Government Authorities
The Company excludes taxes collected from customers and payable to government authorities from revenue. Taxes payable to government authorities are presented as a liability on the Consolidated Balance Sheet.
Derivative Financial Instruments
The Company does not enter into derivative contracts for speculative purposes. The Company recognizes all asset or liability derivatives at fair value. The accounting for changes in fair value is contingent on the intended use of the derivative and its designation as a hedge. Derivatives that are not hedges are adjusted to fair value through earnings. If a derivative is a hedge, depending on the nature of the hedge, changes in fair value either offset the change in fair value of the hedged assets, liabilities or firm commitments through earnings, or are recognized in “Other comprehensive income (loss)” until the hedged transaction is recognized in earnings. On the date a derivative contract is entered into, the Company designates the derivative as either a fair value or cash flow hedge. The Company formally assesses, both at the hedge's inception and on an on-going basis, whether the derivatives that are used in hedging transactions are effective in offsetting changes in the fair values or cash flows of hedged items. If the Company determines that a derivative is not effective as a hedge or that it has ceased to be effective, the Company discontinues hedge accounting prospectively. Amounts recorded to accumulated other comprehensive loss from the date of the derivative’s inception to the date of ineffectiveness are amortized to earnings over the remaining term of the hedged item. If the hedged item is settled prior to its originally scheduled date, any remaining accumulated comprehensive loss associated with the derivative instrument is reclassified to earnings. Termination of a derivative instrument prior to its scheduled settlement date may result in charges for termination fees.
Dividend Policy
The Company’s dividend policy is set by the Company’s Board of Directors and is subject to the terms of its credit facilities and the continued current and future performance and liquidity needs of the Company. Dividends on the Company’s common stock are not cumulative to the extent they are declared. As of the date of the financial statements, the Board had not authorized the payment of a dividend since 2012. See Note 21 “Subsequent Events” for information regarding a one-time dividend declared in the first quarter of 2020.
Share Repurchase Program
In the first quarter of 2017, the Company’s Board of Directors authorized a share repurchase program pursuant to which the Company could repurchase up to $10,000 of its common stock effective March 13, 2017 through December 31, 2019. Under the program, repurchases could 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 was 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 used cash on hand to fund share repurchases. Share repurchases are accounted for as treasury stock.
As of December 31, 2019, the Company had repurchased 1 million shares under the program at a weighted average price of $1.81 per share with an aggregate value of $1,812.
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
Notes to Condensed Consolidated Financial Statements
Years Ended December 31, 2019 and 2018
(Unaudited, In Thousands Except Per Share Amounts)
Concentrations of Risk
Cash is maintained with several financial institutions. Deposits held with banks may exceed the amount of insurance provided on such deposits and the Company enters into arrangements to collateralize these amounts with securities of the underlying financial institutions. Generally, these deposits may be redeemed upon demand. The Company has not experienced any losses on such deposits.
The Company also depends on a limited number of suppliers and vendors for equipment and services for its network. The Company’s subscriber base and operating results could be adversely affected if these suppliers experience financial or credit difficulties, service interruptions, or other problems.
As of December 31, 2019, approximately 54% of the Company’s employees are represented by the International Brotherhood of Electrical Workers, Local 1547 (“IBEW”). The Master Collective Bargaining Agreement (“CBA”) between the Company and the IBEW, which is effective through December 31, 2023, governs the terms and conditions of employment for all IBEW represented employees working for the Company in the state of Alaska and has significant economic impacts on the Company as it relates to wage and benefit costs and work rules that affect our ability to provide superior service to our customers. The Company considered relations with the IBEW to be stable in 2019; however, any deterioration in the relationship with the IBEW would have a negative impact on the Company’s operations.
The Company provides voice, broadband and managed IT services to its customers throughout Alaska. Accordingly, the Company’s financial performance is directly influenced by the competitive environment in Alaska, and by economic factors specifically in Alaska. The most significant economic factor is the level of Alaskan oil production and the per barrel price of relevant crude oil. A significant majority of the state’s unrestricted revenue comes from taxes assessed upon the production of this resource, and the price of crude oil impacts the level of investment by resource development companies. The drop in crude oil prices in recent years has resulted in the State of Alaska reducing its spending, which had a dampening impact on the overall state economy. In 2018, oil prices recovered to their highest levels since 2014, but declined marginally in 2019. Employment levels declined in 2016 through 2018 and grew in 2019. Other important factors influencing the Alaskan economy include the level of tourism, government spending, and the movement of United States military personnel. Any further deterioration in these factors, particularly over a sustained period of time, would likely have a negative impact on the Company’s performance.
As an entity that relies on the Federal Communications Commission (“FCC”) and state regulatory agencies to provide stable funding sources to provide services in high cost areas, the Company is also impacted by any changes in regulations or future funding mechanisms that are being established by these regulatory agencies. In 2019, 9% of the Company’s total revenues were derived from high cost support and 6% were derived from the rural health care universal service support mechanism.
The Company considers the vulnerabilities of its network and IT systems to various cyber threats. While the Company has implemented several mitigating policies, technological safeguards and some insurance coverage, it is not possible to prevent every possible threat to its network and IT systems from deliberate cyber related attacks.
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 11 “Leases” for a summary of the Company’s lease accounting policies and other disclosures required under ASC 842.
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
Notes to Condensed Consolidated Financial Statements
Years Ended December 31, 2019 and 2018
(Unaudited, In Thousands Except Per Share Amounts)
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 7 “Fair Value Measurements” 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.
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), Measurement 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 the Company’s 2023 fiscal year and early adoption is permitted. Adoption on a modified-retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption is required. The Company is evaluating the effect ASU 2016-13 and subsequent updates 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 hierarchy; (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. Adoption on a retrospective basis to all periods presented is required. 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. Adoption on a retrospective basis to all periods presented is required. The Company is evaluating the effect ASU 2018-14 will have on its disclosures.
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
Notes to Condensed Consolidated Financial Statements
Years Ended December 31, 2019 and 2018
(Unaudited, In Thousands Except Per Share Amounts)
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. Adoption may be applied on either a retrospective or prospective basis. The Company is evaluating the effect ASU 2018-15 will have on its financial statements and related disclosures.
In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes” (“ASU 2019-12”). The amendments in ASU 2019-12 remove certain exceptions to the general principals of Topic 740 and improve and simplify other areas of Topic 740. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020 and early adoption is permitted. Adoption is to be applied on a retrospective, modified-retrospective or prospective basis based on the specific amendment in the update. The Company is evaluating the effect ASU 2019-12 will have on its financial statements and related disclosures and doesn’t currently expect the effect to be material.
Revenue Recognition Policies
Revenue Accounted for in Accordance with 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.
The Company’s broadband and voice revenue includes service, installation and equipment charges. The primary performance obligation in contracts for broadband and voice services is the provision of that service over time to the customer and revenue is recognized as that service is provided to the customer. The Company also charges certain of its broadband and voice service customers for equipment installed on the customers’ premise, physical possession, control and ownership of which pass to the customer upon installation. Revenue is recognized for these obligations at the point of installation. The contract price is allocated between the service, installation and equipment components based on their relative standalone selling prices. Installation and equipment revenue is not a significant component of broadband and voice revenue. Revenue associated the Company’s Lifeline customer base (included in the Consumer voice and other category) is less certain and is therefore recognized on a cash basis as payments are received.
Managed IT revenues include the sale, configuration and installation of equipment and the subsequent provision of ongoing IT services. Revenue is recognized on the sale, configuration and installation of equipment when physical possession, control and ownership of the equipment has been passed to the customer. The customer is typically billed for equipment separately from the subsequent IT services. Revenue associated with ongoing IT services is recognized as that service is provided. The contract price is allocated to each of these performance obligations based on their relative standalone selling prices. Revenue and cost of sales is recognized on the resale of equipment and other products only when the Company has control of the product, inventory risk and the discretion to establish pricing prior to transfer to the customer. For the resale of products where the Company does not meet these criteria, revenue is recognized at the net of the selling price to the customer and the Company’s cost.
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
Notes to Condensed Consolidated Financial Statements
Years Ended December 31, 2019 and 2018
(Unaudited, In Thousands Except Per Share Amounts)
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 FCC as the relevant service is provided. Payment for the services is made, in part, by the customer. The Company also receives funding support for these services through the FCC’s rural health care universal service support mechanism. Funding through the FCC represents the predominant portion of the total funding. The amount expected to be collected from the FCC is based on program funding levels and actual or recent historical approval levels of customer applications. As of December 31, 2019, the Universal Service Administrative Company (“USAC”) had 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). For Funding Year 2019 (July 1, 2019 through June 30, 2020), the FCC had approved the Company’s cost-based rural rates for the majority of its customers and USAC began issuing funding commitment letters in February 2020.
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.
Certain contracts with customers provide for customer payment in advance of or subsequent to the Company providing the associated goods or services. Such payments include customer funding of enhancements or additions to the Company’s network and other related assets. As provided for under ASC 606, a financing component has not been applied if the time between payment by the customer and provision of the goods or services by the Company is one year or less. The Company has also not applied a financing component to certain contracts which include an advance customer payment associated with service to be provided over a period extending beyond one year. The advance payments provided for in these contracts is not material individually or in the aggregate.
Substantially all recurring non-usage sensitive service revenues are billed one month in advance and are deferred until the service has been provided to the customer. Non-recurring and usage sensitive revenues are billed in arrears and are recognized when the relevant service is provided. Equipment sales and installation are billed following customer acceptance. Payment terms for the contracts discussed above are typically thirty days.
Revenue Accounted for in Accordance with Other Guidance
Deferred revenue capacity liabilities are established for IRUs on the Company’s network provided to third parties and are typically accounted for as operating leases. A deferred revenue liability is established at fair value and amortized to revenue on a straight-line basis over the contractual life of the relevant contract. Exchanges of IRUs with other carriers are accounted for as operating leases if the arrangement has commercial substance.
The Company has also established deferred revenue liabilities for other agreements outside the scope of ASC 606, including business combinations and non-monetary transactions. Revenue associated with these agreements is recognized in accordance with the relevant accounting guidance.
Regulatory access revenue includes interstate and intrastate switched access, consisting of services based primarily on originating and terminating access minutes from other carriers. The Company assess its customers for surcharges, typically on a monthly basis, as required by various state and federal regulatory agencies, and remits 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 charges are assessed on only a portion of the services provided. Other non-pass-through surcharges are collected from 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.
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
Notes to Condensed Consolidated Financial Statements
Years Ended December 31, 2019 and 2018
(Unaudited, In Thousands Except Per Share Amounts)
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. Funding under the FCC Connect America Fund (“CAF”) Phase II order specific to Alaska Communications 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. In addition to federal high cost support, the Company was designated by the State of Alaska as a Carrier of Last Resort (“COLR”) in five of the six study areas. In addition to COLR, the Company receives Carrier Common Line (“CCL”) support. As a COLR the Company is required to provide services essential for retail and carrier-to-carrier telecommunication throughout the applicable coverage area. High-cost support revenue is recognized when cash is received. Effective in 2019, the COLR and CCL funding mechanisms were eliminated and replaced with the Essential Network Support (“ENS”) funding mechanism. Funding levels under ENS are approximately half of those under the prior mechanisms.
The Company collects sales and other similar taxes from its customers on behalf of various governmental authorities and remits these taxes to the appropriate authorities. The collection of such taxes is not recognized as revenue.
Disaggregation of Revenue
The following table provides the Company’s revenue disaggregated on the basis of its primary markets, customers, products and services for the years ended December 31, 2019 and 2018:
|
|
|
2019
|
|
|
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
|
|
$
|
61,549
|
|
|
$
|
-
|
|
|
$
|
61,549
|
|
|
$
|
60,697
|
|
|
$
|
-
|
|
|
$
|
60,697
|
|
|
Business voice and other
|
|
|
27,394
|
|
|
|
-
|
|
|
|
27,394
|
|
|
|
28,429
|
|
|
|
-
|
|
|
|
28,429
|
|
|
Managed IT services
|
|
|
6,494
|
|
|
|
-
|
|
|
|
6,494
|
|
|
|
5,742
|
|
|
|
-
|
|
|
|
5,742
|
|
|
Equipment sales and installations
|
|
|
4,698
|
|
|
|
-
|
|
|
|
4,698
|
|
|
|
5,127
|
|
|
|
-
|
|
|
|
5,127
|
|
|
Wholesale broadband
|
|
|
36,408
|
|
|
|
-
|
|
|
|
36,408
|
|
|
|
31,931
|
|
|
|
-
|
|
|
|
31,931
|
|
|
Wholesale voice and other
|
|
|
5,617
|
|
|
|
-
|
|
|
|
5,617
|
|
|
|
6,000
|
|
|
|
-
|
|
|
|
6,000
|
|
|
Operating leases and other deferred revenue
|
|
|
-
|
|
|
|
8,404
|
|
|
|
8,404
|
|
|
|
-
|
|
|
|
6,668
|
|
|
|
6,668
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Business and Wholesale Revenue
|
|
|
142,160
|
|
|
|
8,404
|
|
|
|
150,564
|
|
|
|
137,926
|
|
|
|
6,668
|
|
|
|
144,594
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Broadband
|
|
|
26,589
|
|
|
|
-
|
|
|
|
26,589
|
|
|
|
26,144
|
|
|
|
-
|
|
|
|
26,144
|
|
|
Voice and other
|
|
|
10,431
|
|
|
|
-
|
|
|
|
10,431
|
|
|
|
11,158
|
|
|
|
-
|
|
|
|
11,158
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Consumer Revenue
|
|
|
37,020
|
|
|
|
-
|
|
|
|
37,020
|
|
|
|
37,302
|
|
|
|
-
|
|
|
|
37,302
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Regulatory Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Access (1)
|
|
|
19,942
|
|
|
|
-
|
|
|
|
19,942
|
|
|
|
23,982
|
|
|
|
-
|
|
|
|
23,982
|
|
|
Access (2)
|
|
|
-
|
|
|
|
4,474
|
|
|
|
4,474
|
|
|
|
-
|
|
|
|
6,896
|
|
|
|
6,896
|
|
|
High-cost support
|
|
|
-
|
|
|
|
19,694
|
|
|
|
19,694
|
|
|
|
-
|
|
|
|
19,694
|
|
|
|
19,694
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Regulatory Revenue
|
|
|
19,942
|
|
|
|
24,168
|
|
|
|
44,110
|
|
|
|
23,982
|
|
|
|
26,590
|
|
|
|
50,572
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Revenue
|
|
$
|
199,122
|
|
|
$
|
32,572
|
|
|
$
|
231,694
|
|
|
$
|
199,210
|
|
|
$
|
33,258
|
|
|
$
|
232,468
|
|
|
(1)
|
Includes customer ordered service and special access.
|
|
(2)
|
Includes carrier of last resort and carrier common line.
|
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
Notes to Condensed Consolidated Financial Statements
Years Ended December 31, 2019 and 2018
(Unaudited, In Thousands Except Per Share Amounts)
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 years ended December 31, 2019 and 2018:
|
|
|
2019
|
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
Services transferred over time
|
|
$
|
174,482
|
|
|
$
|
170,101
|
|
|
Goods transferred at a point in time
|
|
|
4,698
|
|
|
|
5,127
|
|
|
Regulatory access revenue (1)
|
|
|
19,942
|
|
|
|
23,982
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue
|
|
$
|
199,122
|
|
|
$
|
199,210
|
|
|
(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 $83,915 at December 31, 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 $1,090 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 $82,825 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.
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 resulting contract asset is amortized to expense over the relevant contract life consistent with recognition of the associated revenue. In the event a contract with a customer is cancelled or modified, the unamortized portion of the associated contract asset is written off or adjusted as required. Incremental costs of obtaining contracts for which the term is one year or less are expensed as incurred. The Company does not incur material contract fulfillment costs associated with its contracts with customers. The cost of the Company’s network and related equipment, and enhancements to the network required under customer contracts, is accounted for in accordance with ASC 360, “Property, Plant and Equipment.” As described above, customer premise equipment constitutes a separate performance obligation under the contract and is sold to the customer. Modems are sold to the customer upon installation and are accounted for in accordance with ASC 330, “Inventory.”
Certain contracts allow customers to modify their contract. When a contract is modified, the Company evaluates the change in scope or price of the contract to determine if the modification should be treated as a separate contract, if there is a termination of the existing contract and creation of a new contract, or if the modification should be considered a change associated with the existing contract. When a customer adds a distinct service to an existing contract for the standalone selling price of that service, the new service is treated as a separate contract.
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
Notes to Condensed Consolidated Financial Statements
Years Ended December 31, 2019 and 2018
(Unaudited, In Thousands Except Per Share Amounts)
The table below provides a reconciliation of the contract assets associated with contracts with customers accounted for in accordance with ASC 606 for the years ended December 31, 2019 and 2018. Contract modifications and cancellations did not have a material effect on contract assets in the years ended December 31, 2019 and 2018. Contract assets are classified as “Other assets” on the consolidated balance sheet.
|
|
|
2019
|
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at beginning of period
|
|
$
|
8,052
|
|
|
$
|
6,898
|
|
|
Contract additions
|
|
|
3,070
|
|
|
|
4,881
|
|
|
Amortization
|
|
|
(3,797
|
)
|
|
|
(3,727
|
)
|
|
Impairments
|
|
|
(83
|
)
|
|
|
-
|
|
|
Balance at end of period
|
|
$
|
7,242
|
|
|
$
|
8,052
|
|
The Company recorded a charge for uncollectible accounts receivable of $258 and $2,745 in the years ended December 31, 2019 and 2018, respectively, associated with its contracts with customers. See Note 4 “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 years ended December 31, 2019 and 2018. 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.”
|
|
|
2019
|
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at beginning of period
|
|
$
|
2,766
|
|
|
$
|
1,150
|
|
|
Contract additions
|
|
|
2,575
|
|
|
|
2,407
|
|
|
Revenue recognized
|
|
|
(1,438
|
)
|
|
|
(791
|
)
|
|
Balance at end of period
|
|
$
|
3,903
|
|
|
$
|
2,766
|
|
In 2015, the Company entered into a series of transactions including the acquisition of a fiber optic network on the North Slope arctic area of Alaska and the establishment of AQ-JV to own, operate and market part of that network. The network provides reliable fiber-optic connectivity where only high-cost microwave and high-latency satellite communications was previously available. Through AQ-JV, this network has been made available to other telecom carriers in the market.
The Company determined that the joint venture is a Variable Interest Entity as defined in ASC 810, “Consolidation.” The Company consolidates the financial results of AQ-JV based on its determination that, the 50 percent voting interest of each party notwithstanding, for accounting purposes it holds a controlling financial interest in, and is the primary beneficiary of, the Joint Venture. This determination was based on (i) the Company’s expected future utilization of certain assets of the Joint Venture in the operation of the Company’s business; and (ii) the Company’ engineering, design, installation, service and maintenance expertise in the telecom industry and its existing relationships and presence in the Alaska telecom market are expected to be significant factors in the successful operation of the joint venture. There was no gain or loss recognized by the Company on the initial consolidation of the joint venture. The Company has accounted for and reported QHL’s 50 percent ownership interest in the AQ-JV as a noncontrolling interest.
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
Notes to Condensed Consolidated Financial Statements
Years Ended December 31, 2019 and 2018
(Unaudited, In Thousands Except Per Share Amounts)
The table below provides certain financial information about the joint venture included on the Company’s consolidated balance sheet at December 31, 2019 and 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 $408 and $309
|
|
$
|
1,733
|
|
|
$
|
1,832
|
|
The operating results and cash flows of the joint venture in the years 2019 and 2018 were not material to the Company’s consolidated financial results.
Accounts receivable, net, consists of the following at December 31, 2019 and 2018:
|
|
|
2019
|
|
|
2018
|
|
|
Retail customers
|
|
$
|
22,101
|
|
|
$
|
21,732
|
|
|
Wholesale carriers
|
|
|
13,157
|
|
|
|
9,315
|
|
|
Other
|
|
|
3,723
|
|
|
|
4,361
|
|
|
|
|
|
38,981
|
|
|
|
35,408
|
|
|
Less: allowance for doubtful accounts
|
|
|
(4,627
|
)
|
|
|
(3,936
|
)
|
|
Accounts receivable, net
|
|
$
|
34,354
|
|
|
$
|
31,472
|
|
The following table presents the activity in the allowance for doubtful accounts for the years ended December 31, 2019 and 2018, which is associated entirely with the Company’s contracts with customers.
|
|
|
2019
|
|
|
2018
|
|
|
Balance at January 1
|
|
$
|
3,936
|
|
|
$
|
2,729
|
|
|
Provision for uncollectible accounts
|
|
|
257
|
|
|
|
2,745
|
|
|
Charged to other accounts
|
|
|
1,253
|
|
|
|
(921
|
)
|
|
Deductions
|
|
|
(819
|
)
|
|
|
(617
|
)
|
|
Balance at December 31
|
|
$
|
4,627
|
|
|
$
|
3,936
|
|
As of December 31, 2019, USAC had 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). For Funding Year 2019 (July 1, 2019 through June 30, 2020), the FCC had approved the Company’s cost-based rural rates for the majority of its customers and USAC began issuing funding commitment letters in February 2020. Accounts receivable, net, associated with rural health care customers was $6,827 and $8,122 at December 31, 2019 and 2018, respectively. Rural health care accounts are a component of the Retail Customers category in the above table. See Note 2 “Revenue Recognition” for additional information.
Prepayments and other current assets consist of the following at December 31, 2019 and 2018:
|
|
|
|
2019
|
|
|
2018
|
|
|
Income tax receivable (1)
|
|
$
|
2,510
|
|
|
$
|
5,087
|
|
|
Prepaid expense
|
|
|
3,528
|
|
|
|
3,878
|
|
|
Other
|
|
|
3,579
|
|
|
|
3,204
|
|
|
Total prepayments and other current assets
|
|
$
|
9,617
|
|
|
$
|
12,169
|
|
|
(1) See Note 16 “Income Taxes.”
|
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
Notes to Condensed Consolidated Financial Statements
Years Ended December 31, 2019 and 2018
(Unaudited, In Thousands Except Per Share Amounts)
Accounts payable, accrued and other current liabilities consist of the following at December 31, 2019 and 2018:
|
|
|
2019
|
|
|
2018
|
|
|
Accounts payable - trade
|
|
$
|
14,918
|
|
|
$
|
14,627
|
|
|
Accrued payroll, benefits, and related liabilities
|
|
|
12,193
|
|
|
|
13,473
|
|
|
Deferred capacity and other revenue
|
|
|
7,311
|
|
|
|
6,095
|
|
|
Other
|
|
|
4,686
|
|
|
|
6,762
|
|
|
Total accounts payable, accrued and other current liabilities
|
|
$
|
39,108
|
|
|
$
|
40,957
|
|
Advance billings and customer deposits consist of the following at December 31, 2019 and 2018:
|
|
|
2019
|
|
|
2018
|
|
|
Advance billings
|
|
$
|
3,730
|
|
|
$
|
3,992
|
|
|
Customer deposits
|
|
|
31
|
|
|
|
32
|
|
|
Total advance billings and customer deposits
|
|
$
|
3,761
|
|
|
$
|
4,024
|
|
|
7.
|
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 while 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.
|
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 finance leases approximate carrying values due to their nature. The carrying values of the Company’s senior credit facilities and other long-term obligations of $178,245 and $172,494 at December 31, 2019 and 2018, respectively, approximate fair value primarily as a result of the stated interest rates of the 2019 Senior Credit Facility and 2017 Senior Credit Facility approximating current market rates (Level 2).
Fair Value Measurements on a Recurring Basis
The following table presents the Company’s financial assets measured at fair value on a recurring basis as of December 31, 2019 and 2018 at each hierarchical level. There were no transfers into or out of Levels 1 and 2 during 2019.
|
|
|
December 31, 2019
|
|
|
December 31, 2018
|
|
|
|
|
Total
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
458
|
|
|
$
|
-
|
|
|
$
|
458
|
|
|
$
|
-
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other long-term liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps
|
|
$
|
288
|
|
|
$
|
-
|
|
|
$
|
288
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
Notes to Condensed Consolidated Financial Statements
Years Ended December 31, 2019 and 2018
(Unaudited, In Thousands Except Per Share Amounts)
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 was in the initial 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, consistent with the hedged interest payments. See Note 10 “Long-Term Obligations” and Note 13 “Accumulated Other Comprehensive Loss.”
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 December 31, 2019 and 2018. The fair values of both interest rate swaps were liabilities at December 31, 2019 and were hedges of the same interest rate risk.
|
|
|
|
Notional
|
|
|
Fair
|
|
|
|
Balance Sheet Location
|
|
Amount
|
|
|
Value
|
|
|
At December 31, 2019:
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps
|
Other long-term liabilities
|
|
$
|
133,313
|
|
|
$
|
288
|
|
|
At December 31, 2018:
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps
|
Other assets
|
|
$
|
90,000
|
|
|
$
|
458
|
|
The following table presents gains and losses before income taxes on the Company’s interest rate swaps designated as cash flow hedges for the years ending December 31, 2019 and 2018.
|
|
|
2019
|
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) gain recognized in accumulated other comprehensive loss
|
|
$
|
(40
|
)
|
|
$
|
387
|
|
|
Gain reclassified from accumulated other comprehensive loss
|
|
$
|
706
|
|
|
$
|
444
|
|
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
Notes to Condensed Consolidated Financial Statements
Years Ended December 31, 2019 and 2018
(Unaudited, In Thousands Except Per Share Amounts)
The following table presents a reconciliation of the carrying value of the Company’s interest rate swaps at December 31, 2019 and 2018:
|
|
|
2019
|
|
|
2018
|
|
|
Asset at January 1
|
|
$
|
458
|
|
|
$
|
515
|
|
|
Reclassified from other assets and other long-term liabilities to accumulated other comprehensive loss
|
|
|
(40
|
)
|
|
|
387
|
|
|
Change in fair value credited to interest expense
|
|
|
(706
|
)
|
|
|
(444
|
)
|
|
(Liability) asset at December 31
|
|
$
|
(288
|
)
|
|
$
|
458
|
|
The following table presents the effect of cash flow hedge accounting on the Company’s Statements of Comprehensive Income for the years ended December 31, 2019 and 2018:
|
|
|
2019
|
|
|
2018
|
|
|
Recorded as Interest Expense:
|
|
|
|
|
|
|
|
|
|
Hedged interest payments
|
|
$
|
(7,698
|
)
|
|
$
|
(6,370
|
)
|
|
Gain on interest rate swaps
|
|
|
706
|
|
|
|
444
|
|
Fair Value Measurements on a Non-Recurring Basis
Deferred Capacity Revenue
The Company entered into an agreement to provide wholesale services to another carrier on February 2, 2015. A national valuation firm was engaged to assist management in the determination of the fair value of the obligation which was determined to be $41,287 at February 2, 2015. The obligation is amortized to revenue on a straight-line basis over the contract lives of 10 to 30 years. The total carrying value of the service obligation was $31,113 and $33,184 at December 31, 2019 and 2018, respectively, and is included in “Other long-term liabilities, net of current portion” and “Accounts payable, accrued and other current liabilities” on the Consolidated Balance Sheet.
Other Items
The Company entered into agreements in connection with the acquisition of the fiber optic network on the North Slope of Alaska and the establishment of the joint venture with QHL. These transactions included the exchange of certain assets and liabilities, all of which were established at fair value on the date of the transactions.
The fair value of the IRU assets and obligations were $2,304 and $4,153, respectively, at the measurement date of April 2, 2015. IRU assets are included in “Property, plant and equipment” and IRU obligations are included in “Accounts payable, accrued and other current liabilities” and “Other long-term obligations” on the Consolidated Balance Sheet. The carrying value of these items at December 31, 2019 and 2018 was as follows:
|
|
|
2019
|
|
|
2018
|
|
|
IRU Assets
|
|
$
|
1,964
|
|
|
$
|
2,041
|
|
|
IRU Obligations
|
|
|
3,441
|
|
|
|
3,594
|
|
No impairment of long-lived assets was recognized during 2019 and 2018.
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
Notes to Condensed Consolidated Financial Statements
Years Ended December 31, 2019 and 2018
(Unaudited, In Thousands Except Per Share Amounts)
|
8.
|
PROPERTY, PLANT AND EQUIPMENT
|
Property, plant and equipment consist of the following at December 31, 2019 and 2018:
|
|
|
2019
|
|
|
2018
|
|
|
Useful Lives
|
|
|
Land, buildings and support assets*
|
|
$
|
204,834
|
|
|
$
|
197,381
|
|
|
|
5
|
-
|
42
|
|
|
Central office switching and transmission
|
|
|
396,565
|
|
|
|
387,008
|
|
|
|
5
|
-
|
12
|
|
|
Outside plant, cable and wire facilities
|
|
|
765,640
|
|
|
|
750,492
|
|
|
|
10
|
-
|
50
|
|
|
Other
|
|
|
25,423
|
|
|
|
17,126
|
|
|
|
|
5
|
|
|
|
Construction work in progress
|
|
|
32,442
|
|
|
|
38,615
|
|
|
|
|
|
|
|
|
|
|
|
1,424,904
|
|
|
|
1,390,622
|
|
|
|
|
|
|
|
|
Less: accumulated depreciation and amortization
|
|
|
(1,042,546
|
)
|
|
|
(1,017,442
|
)
|
|
|
|
|
|
|
|
Property, plant and equipment, net
|
|
$
|
382,358
|
|
|
$
|
373,180
|
|
|
|
|
|
|
|
|
* Depreciation charges are not recorded for land.
|
Capitalized interest associated with construction in progress for the years ended December 31, 2019 and 2018 was $1,379 and $2,001, respectively. The capitalization rate used was based on a weighted average of the Company’s long-term debt outstanding, and for the years ended December 31, 2019 and 2018 was 6.47% and 7.29%, respectively.
The above table includes property, plant and equipment held under finance leases. The Company also leases various land, buildings, right-of-ways and personal property under operating lease arrangements. See Note 11 “Leases” for additional information.
|
9.
|
ASSET RETIREMENT OBLIGATIONS
|
The Company’s asset retirement obligation is included in “Other long-term liabilities, net of current portion” on the Consolidated Balance Sheet and represents the estimated obligation related to the removal and disposal of certain property and equipment in both leased and owned properties.
The following table provides the changes in the asset retirement obligation:
|
|
|
2019
|
|
|
2018
|
|
|
Balance at January 1
|
|
$
|
5,024
|
|
|
$
|
4,088
|
|
|
Asset retirement obligation
|
|
|
85
|
|
|
|
805
|
|
|
Accretion expense
|
|
|
243
|
|
|
|
214
|
|
|
Settlement of obligations
|
|
|
(179
|
)
|
|
|
(83
|
)
|
|
Balance at December 31
|
|
$
|
5,173
|
|
|
$
|
5,024
|
|
|
10.
|
LONG-TERM OBLIGATIONS
|
Long-term obligations consist of the following at December 31, 2019 and 2018:
|
|
|
2019
|
|
|
2018
|
|
|
2019 senior secured credit facility due 2024
|
|
$
|
177,750
|
|
|
$
|
-
|
|
|
Debt discount
|
|
|
(2,234
|
)
|
|
|
-
|
|
|
Debt issuance costs
|
|
|
(1,863
|
)
|
|
|
-
|
|
|
2017 senior secured credit facility due 2023
|
|
|
-
|
|
|
|
171,750
|
|
|
Debt discount
|
|
|
-
|
|
|
|
(2,024
|
)
|
|
Debt issuance costs
|
|
|
-
|
|
|
|
(2,182
|
)
|
|
Finance leases and other long-term obligations
|
|
|
2,729
|
|
|
|
2,768
|
|
|
Total debt
|
|
|
176,382
|
|
|
|
170,312
|
|
|
Less current portion
|
|
|
(8,906
|
)
|
|
|
(2,289
|
)
|
|
Long-term obligations, net of current portion
|
|
$
|
167,476
|
|
|
$
|
168,023
|
|
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
Notes to Condensed Consolidated Financial Statements
Years Ended December 31, 2019 and 2018
(Unaudited, In Thousands Except Per Share Amounts)
|
2020
|
|
$
|
8,906
|
|
|
2021
|
|
|
9,067
|
|
|
2022
|
|
|
11,333
|
|
|
2023
|
|
|
15,851
|
|
|
2024
|
|
|
135,122
|
|
|
Thereafter
|
|
|
200
|
|
|
Total maturities
|
|
$
|
180,479
|
|
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 $2,270. 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 $2,683 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 – $1,125 per quarter; the third quarter of 2020 through the second quarter of 2022 – $2,250 per quarter; the third quarter of 2022 through the second quarter of 2023 – $3,375 per quarter; and the third quarter of 2023 through the fourth quarter of 2023 – $4,500 per quarter. The remaining outstanding principal balance, including any amounts outstanding under the Revolving Facility, is due on January 15, 2024. This schedule is subject to mandatory prepayments under certain conditions, including the Company’s generation of excess cash flow as defined in the Agreement. As a result of the generation of excess cash flow in 2019, a prepayment of principal in the amount of $2,104 is required in the first quarter of 2020.
There were no amounts outstanding under the Revolving Facility, Delayed-Draw Term A Facility and Incremental Term A Loans at December 31, 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 was in the initial 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
Years Ended December 31, 2019 and 2018
(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.
The obligations under the 2017 Senior Credit Facility were secured by substantially all of the personal property and certain material real property owned by the Company and its wholly-owned subsidiaries, with certain exceptions.
As required under the terms of the 2017 Senior Credit Facility, the Company entered into interest rate hedges 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. See Note 7 “Fair Value Measurements” for additional information.
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.
The following table details the interest components of the 6.25% Notes contained in the Company’s Consolidated Statements of Comprehensive Income for the year ended December 31, 2018:
|
|
|
2018
|
|
|
Coupon interest expense
|
|
$
|
208
|
|
|
Amortization of the debt discount
|
|
|
18
|
|
|
Total included in interest expense
|
|
$
|
226
|
|
Finance Leases and Other Long-term Obligations
The Company is a lessee under various finance leases and other financing agreements totaling $2,729 and $2,768 at December 31, 2019 and 2018, respectively, and with maturities through 2033. See Note 11 “Leases” for additional information.
Debt Issuance Costs
Debt issuance costs totaling $2,356 associated with the 2019 Senior Credit Facility were deferred and will be amortized to interest expense over the term of the agreement. Amortization of debt issuance costs were $1,338 and $691 in the years ended December 31, 2019 and 2018, respectively, including $817 and zero classified as loss on extinguishment of debt in 2019 and 2018, respectively.
Debt Discounts
Accretion of debt discounts charged to interest expense or loss on extinguishment of debt in 2019 and 2018, totaled $1,455 and $662, respectively, including $761 and zero classified as loss on extinguishment of debt in 2019 and 2018, respectively.
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
Notes to Condensed Consolidated Financial Statements
Years Ended December 31, 2019 and 2018
(Unaudited, In Thousands Except Per Share Amounts)
The Company adopted the provisions of ASC 842 effective in the first quarter of 2019 on a modified retrospective basis. See 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 conveys 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 right of use 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.
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. Early terminations recorded in the year ended December 31, 2019 were not material.
The Company’s operating and finance 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 December 31, 2019 with a present value totaling approximately $464. These leases are primarily associated with the Company’s CAF Phase II services, are expected to commence in 2020, and have terms of 7 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.
Short-term and variable lease cost recorded during the year ended December 31, 2019 were not material.
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
Notes to Condensed Consolidated Financial Statements
Years Ended December 31, 2019 and 2018
(Unaudited, In Thousands Except Per Share Amounts)
The Company did not enter into any sale and leaseback transactions during the year ended December 31, 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 year ended December 31, 2019. The maturities of lease liabilities are presented in twelve-month increments beginning January 1, 2020.
|
|
|
Year Ended
|
|
|
|
|
December 31, 2019
|
|
|
Lease Cost
|
|
|
|
|
|
|
|
|
|
|
|
Finance lease cost:
|
|
|
|
|
|
Amortization of right of use assets
|
|
$
|
188
|
|
|
Interest on lease liabilities
|
|
|
270
|
|
|
Operating lease costs
|
|
|
7,865
|
|
|
Total lease cost
|
|
$
|
8,323
|
|
|
|
|
At December 31, 2019
|
|
|
Balance Sheet Information
|
|
|
|
|
|
|
|
|
|
|
|
Operating leases:
|
|
|
|
|
|
Right of use assets
|
|
$
|
80,991
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities - current
|
|
$
|
2,795
|
|
|
Liabilities - noncurrent
|
|
|
78,767
|
|
|
Total liabilities
|
|
$
|
81,562
|
|
|
|
|
|
|
|
|
Finance leases:
|
|
|
|
|
|
Property, plant and equipment
|
|
$
|
5,800
|
|
|
Accumulated depreciation and amortization
|
|
|
(3,699
|
)
|
|
Property, plant and equipment, net
|
|
$
|
2,101
|
|
|
|
|
|
|
|
|
Current portion of long-term obligations
|
|
$
|
53
|
|
|
Long-term obligations, net of current portion
|
|
|
2,676
|
|
|
Total finance lease liabilities
|
|
$
|
2,729
|
|
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
Notes to Condensed Consolidated Financial Statements
Years Ended December 31, 2019 and 2018
(Unaudited, In Thousands Except Per Share Amounts)
|
|
|
At December 31, 2019
|
|
|
|
|
Operating
|
|
|
Financing
|
|
|
|
|
Leases
|
|
|
Leases
|
|
|
Maturities of Lease Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year 1
|
|
$
|
7,284
|
|
|
$
|
318
|
|
|
Year 2
|
|
|
7,529
|
|
|
|
327
|
|
|
Year 3
|
|
|
7,433
|
|
|
|
336
|
|
|
Year 4
|
|
|
7,122
|
|
|
|
345
|
|
|
Year 5
|
|
|
6,934
|
|
|
|
355
|
|
|
Thereafter
|
|
|
159,455
|
|
|
|
3,472
|
|
|
Total lease payments
|
|
|
195,757
|
|
|
|
5,153
|
|
|
Less imputed interest
|
|
|
(115,093
|
)
|
|
|
(2,424
|
)
|
|
Total present value of lease obligations
|
|
|
80,664
|
|
|
|
2,729
|
|
|
Present value of current obligations
|
|
|
(1,897
|
)
|
|
|
(53
|
)
|
|
Present value of long-term obligations
|
|
$
|
78,767
|
|
|
$
|
2,676
|
|
|
|
|
Year Ended
|
|
|
|
|
December 31, 2019
|
|
|
Other Information
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
|
|
|
Operating cash flows from finance leases
|
|
$
|
270
|
|
|
Operating cash flows from operating leases
|
|
|
7,293
|
|
|
Financing cash flows from finance leases
|
|
|
39
|
|
|
Right of use assets obtained in exchange for new operating lease liabilities
|
|
|
828
|
|
|
Weighted-average remaining lease term (in years):
|
|
|
|
|
|
Finance leases
|
|
|
14
|
|
|
Operating leases
|
|
|
29
|
|
|
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.
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
Notes to Condensed Consolidated Financial Statements
Years Ended December 31, 2019 and 2018
(Unaudited, In Thousands Except Per Share Amounts)
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 year ended December 31, 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 finance leases as of December 31, 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.
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 year ended December 31, 2019. Lease income is classified as revenue on the Statement of Comprehensive Income. The carrying value of the underlying leased assets is not material.
|
|
|
Year Ended
|
|
|
|
|
December 31, 2019
|
|
|
Lease Income
|
|
|
|
|
|
|
|
|
|
|
|
Total lease income
|
|
$
|
3,646
|
|
|
|
|
At December 31, 2019
|
|
|
Maturities of Future Undiscounted Lease Payments
|
|
|
|
|
|
|
|
|
|
|
|
Year 1
|
|
$
|
1,469
|
|
|
Year 2
|
|
|
1,209
|
|
|
Year 3
|
|
|
478
|
|
|
Year 4
|
|
|
447
|
|
|
Year 5
|
|
|
427
|
|
|
Thereafter
|
|
|
2,741
|
|
|
Total future undiscounted lease payments
|
|
$
|
6,771
|
|
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
Notes to Condensed Consolidated Financial Statements
Years Ended December 31, 2019 and 2018
(Unaudited, In Thousands Except Per Share Amounts)
|
12.
|
OTHER LONG-TERM LIABILITIES
|
Other long-term liabilities consist of the following at December 31, 2019 and 2018:
|
|
|
2019
|
|
|
2018
|
|
|
Deferred GCI capacity revenue, net of current portion
|
|
$
|
29,036
|
|
|
$
|
31,113
|
|
|
Other deferred IRU capacity revenue, net of current portion
|
|
|
34,440
|
|
|
|
25,732
|
|
|
Other deferred revenue, net of current portion
|
|
|
4,825
|
|
|
|
2,113
|
|
|
Other
|
|
|
10,219
|
|
|
|
8,869
|
|
|
Total other long-term liabilities
|
|
$
|
78,520
|
|
|
$
|
67,827
|
|
Amortization of deferred revenue included in the Consolidated Statements of Comprehensive Income was $8,440 and $7,407 in the years ended December 31,2019 and 2018, respectively.
|
13.
|
ACCUMULATED OTHER COMPREHENSIVE LOSS
|
The following table summarizes the activity in accumulated other comprehensive loss for the years ended December 31, 2019 and 2018:
|
|
|
Defined
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension
|
|
|
Interest
|
|
|
|
|
|
|
|
|
Plans
|
|
|
Rate Swaps
|
|
|
Total
|
|
|
Balance at December 31, 2017
|
|
$
|
(2,765
|
)
|
|
$
|
369
|
|
|
$
|
(2,396
|
)
|
|
Other comprehensive (loss) income before reclassifications
|
|
|
(399
|
)
|
|
|
275
|
|
|
|
(124
|
)
|
|
Reclassifications from accumulated comprehensive loss to net income
|
|
|
161
|
|
|
|
(316
|
)
|
|
|
(155
|
)
|
|
Net other comprehensive loss
|
|
|
(238
|
)
|
|
|
(41
|
)
|
|
|
(279
|
)
|
|
Reclassifications from accumulated comprehensive loss to retained earnings
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Balance at December 31, 2018
|
|
|
(3,003
|
)
|
|
|
328
|
|
|
|
(2,675
|
)
|
|
Other comprehensive loss before reclassifications
|
|
|
(115
|
)
|
|
|
(29
|
)
|
|
|
(144
|
)
|
|
Reclassifications from accumulated comprehensive loss to net income
|
|
|
48
|
|
|
|
(506
|
)
|
|
|
(458
|
)
|
|
Net other comprehensive loss
|
|
|
(67
|
)
|
|
|
(535
|
)
|
|
|
(602
|
)
|
|
Reclassifications from accumulated comprehensive loss to retained earnings
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Balance at December 31, 2019
|
|
$
|
(3,070
|
)
|
|
$
|
(207
|
)
|
|
$
|
(3,277
|
)
|
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
Notes to Condensed Consolidated Financial Statements
Years Ended December 31, 2019 and 2018
(Unaudited, In Thousands Except Per Share Amounts)
The following table summarizes the reclassifications from accumulated other comprehensive loss to net income for the years ended December 31, 2019 and 2018, respectively:
|
|
|
2019
|
|
|
2018
|
|
|
Amortization of defined benefit plan pension items: (1)
|
|
|
|
|
|
|
|
|
|
Amortization of loss (2)
|
|
$
|
67
|
|
|
$
|
225
|
|
|
Income tax effect
|
|
|
(19
|
)
|
|
|
(64
|
)
|
|
After tax
|
|
|
48
|
|
|
|
161
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of gain on interest rate swap: (3)
|
|
|
|
|
|
|
|
|
|
Reclassification to interest expense
|
|
|
(706
|
)
|
|
|
(444
|
)
|
|
Income tax effect
|
|
|
200
|
|
|
|
128
|
|
|
After tax
|
|
|
(506
|
)
|
|
|
(316
|
)
|
|
Total reclassifications net of income tax
|
|
$
|
(458
|
)
|
|
$
|
(155
|
)
|
(1) See Note 14 “Retirement Plans” for additional information regarding the Company’s pension plans.
(2) Included in “Other income (expense), net” on the Company’s Consolidated Statements of Comprehensive Income.
(3) See Note 7 “Fair Value Measurements” for additional information regarding the Company’s interest rate swaps.
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 loss as an increase in interest expense within the next twelve months is $71.
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
Notes to Condensed Consolidated Financial Statements
Years Ended December 31, 2019 and 2018
(Unaudited, In Thousands Except Per Share Amounts)
Multi-employer Defined Benefit Plan
Pension benefits for substantially all of the Company’s Alaska-based employees are provided through the AEPF. The Company pays the AEPF a contractual hourly amount based on employee classification or base compensation. As a multi-employer defined benefit plan, the accumulated benefits and plan assets are not determined for, or allocated separately to, the individual employer.
The following table provides additional information about the AEPF multi-employer pension plan.
|
Plan name
|
|
Alaska Electrical Pension Plan
|
|
|
Employer Identification Number
|
|
92-6005171
|
|
|
|
|
|
|
Pension plan number
|
|
001
|
|
|
|
|
|
|
Pension Protection Act zone status at the plan's year-end:
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
Green
|
|
|
|
|
|
|
December 31, 2018
|
|
Green
|
|
|
|
|
|
|
Plan subject to funding improvement plan
|
|
No
|
|
|
|
|
|
|
Plan subject to rehabilitation plan
|
|
No
|
|
|
|
|
|
|
Employer subject to contribution surcharge
|
|
No
|
|
|
|
|
|
|
|
|
|
|
|
|
Greater than 5%
|
|
|
|
|
|
|
|
|
of Total
|
|
|
|
|
|
|
|
|
Contributions
|
|
|
Company contributions to the plan for the year ended:
|
|
|
|
|
|
to the Plan
|
|
|
December 31, 2019
|
|
$
|
6,588
|
|
|
Yes
|
|
|
December 31, 2018
|
|
$
|
6,492
|
|
|
Yes
|
|
|
|
|
|
|
|
|
|
|
|
|
Name and expiration date of collective bargaining agreements requiring contributions to the plan:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collective Bargaining Agreement Between Alaska Communications Systems and Local Union 1547 IBEW
|
|
December 31, 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outside Agreement Alaska Electrical Construction between Local Union 1547 IBEW and Alaska Chapter National Electrical Contractors Association Inc.
|
|
June 30, 2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inside Agreement Alaska Electrical Construction between Local Union 1547 IBEW and Alaska Chapter National Electrical Contractors Association Inc.
|
|
October 31, 2022
|
|
|
|
|
|
The Company cannot accurately project any change in the plan status in future years given the uncertainty of economic conditions or the effect of actuarial valuations versus actual performance in the market. Minimum required future contributions to the AEPF are subject to the number of employees in each classification and/or base compensation of employees in future years.
Defined Contribution Plan
The Company provides a 401(k) retirement savings plan covering substantially all of its employees. The plan allows for discretionary contributions as determined by the Board of Directors, subject to Internal Revenue Code limitations. The Company made a $288 and $209 matching contribution in 2019 and 2018, respectively.
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 (“Plan”) on September 1, 1999. Accrued benefits under the Plan were determined in accordance with the provisions of the CenturyTel Plan and upon completion of the transfer, covered employees ceased to accrue benefits under the CenturyTel Plan. On November 1, 2000, the Plan was amended to conform early retirement reduction factors and various other terms to those provided by the AEPF. The Company uses the traditional unit credit method for the determination of pension cost for financial reporting and funding purposes and complies with the funding requirements under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The Company uses a December 31 measurement date for the Plan. The Plan is not adequately funded under ERISA at December 31, 2019. The Company contributed $81 to the Plan in 2019 and $192 in 2018. The Company plans to contribute approximately $889 to the Plan in 2020 and management is also estimating what additional contributions the Company may be required to make in subsequent years in the event the value of the Plan’s assets remain volatile or decline.
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
Notes to Condensed Consolidated Financial Statements
Years Ended December 31, 2019 and 2018
(Unaudited, In Thousands Except Per Share Amounts)
The following is a calculation of the funded status of the ACS Retirement Plan using beginning and ending balances for 2019 and 2018 for the projected benefit obligation and the plan assets:
|
|
|
2019
|
|
|
2018
|
|
|
Change in benefit obligation:
|
|
|
|
|
|
|
|
|
|
Benefit obligation at beginning of year
|
|
$
|
14,499
|
|
|
$
|
15,798
|
|
|
Interest cost
|
|
|
604
|
|
|
|
566
|
|
|
Actuarial loss (gain)
|
|
|
1,221
|
|
|
|
(872
|
)
|
|
Benefits paid
|
|
|
(1,166
|
)
|
|
|
(993
|
)
|
|
Benefit obligation at end of year
|
|
|
15,158
|
|
|
|
14,499
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in plan assets:
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets at beginning of year
|
|
|
10,871
|
|
|
|
12,534
|
|
|
Actual return (loss) on plan assets
|
|
|
1,662
|
|
|
|
(863
|
)
|
|
Employer contribution
|
|
|
81
|
|
|
|
192
|
|
|
Benefits paid
|
|
|
(1,166
|
)
|
|
|
(992
|
)
|
|
Fair value of plan assets at end of year
|
|
|
11,448
|
|
|
|
10,871
|
|
|
|
|
|
|
|
|
|
|
|
|
Funded status
|
|
$
|
(3,710
|
)
|
|
$
|
(3,628
|
)
|
The Plan’s projected benefit obligation equals its accumulated benefit obligation. The 2019 and 2018 liability balance of $3,710 and $3,628 respectively, is recorded on the Consolidated Balance Sheets in “Other long-term liabilities.”
In the third quarter of 2019, the Company concluded that almost all participants in the Plan are inactive through either retirement or termination. In accordance with ASC 715, “Compensation – Retirement Benefits,” the amortization period for certain costs associated with the Plan was changed from the expected future working lifetime of current active employees covered by the Plan to the expected future lifetime of inactive participants. This change was applied effective January 1, 2019. The amortization of loss in the table below reflects a $352 credit recorded in the third quarter of 2019 for the cumulative effect of the change.
Net periodic pension expense is reported as a component of “Other income (expense), net” in the Statement of Comprehensive Income. The following table presents the net periodic pension expense for the Plan for 2019 and 2018:
|
|
|
2019
|
|
|
2018
|
|
|
Interest cost
|
|
$
|
604
|
|
|
$
|
566
|
|
|
Expected return on plan assets
|
|
|
(678
|
)
|
|
|
(792
|
)
|
|
Amortization of loss
|
|
|
141
|
|
|
|
451
|
|
|
Net periodic pension expense
|
|
$
|
67
|
|
|
$
|
225
|
|
In 2020, the Company expects amortization of net losses of $143.
|
|
|
|
2019
|
|
|
2018
|
|
|
Loss recognized as a component of accumulated other comprehensive loss:
|
|
$
|
4,289
|
|
|
$
|
4,191
|
|
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
Notes to Condensed Consolidated Financial Statements
Years Ended December 31, 2019 and 2018
(Unaudited, In Thousands Except Per Share Amounts)
The assumptions used to account for the Plan as of December 31, 2019 and 2018 are as follows:
|
|
|
2019
|
|
|
2018
|
|
|
Discount rate for benefit obligation
|
|
|
3.20
|
%
|
|
|
4.30
|
%
|
|
Discount rate for pension expense
|
|
|
4.30
|
%
|
|
|
3.70
|
%
|
|
Expected long-term rate of return on assets
|
|
|
6.53
|
%
|
|
|
6.53
|
%
|
|
Rate of compensation increase
|
|
|
0.00
|
%
|
|
|
0.00
|
%
|
The discount rate for December 31, 2019 and 2018 was calculated using a proprietary yield curve based on above median AA rated corporate bonds. The expected long-term rate-of-return on assets rate is the best estimate of future expected return for the asset pool, given the expected returns and allocation targets for the various classes of assets.
Based on risk and return history for capital markets along with asset allocation risk and return projections, the following asset allocation guidelines were developed for the Plan:
|
Asset Category
|
|
Minimum
|
|
|
Maximum
|
|
|
Equity securities
|
|
|
50%
|
|
|
|
80%
|
|
|
Fixed income
|
|
|
20%
|
|
|
|
50%
|
|
|
Cash equivalents
|
|
|
0%
|
|
|
|
5%
|
|
The Plan's asset allocations at December 31, 2019 and 2018 by asset category are as follows:
|
Asset Category
|
|
2019
|
|
|
2018
|
|
|
Equity securities*
|
|
|
66%
|
|
|
|
64%
|
|
|
Debt securities*
|
|
|
33%
|
|
|
|
35%
|
|
|
Other/Cash
|
|
|
1%
|
|
|
|
1%
|
|
*May include mutual funds comprised of both stocks and bonds.
The fundamental investment objective of the Plan is to generate a consistent total investment return sufficient to pay Plan benefits to retired employees while minimizing the long-term cost to the Company. The long-term (10 years and beyond) Plan asset growth objective is to achieve a rate of return that exceeds the actuarial interest assumption after fees and expenses.
Because of the Company's long-term investment objectives, the Plan administrator is directed to resist being reactive to short-term capital market developments and to maintain an asset mix that is continuously rebalanced to adhere to the plan investment mix guidelines. The Plan's investment goal is to protect the assets' long-term purchasing power. The Plan's assets are managed in a manner that emphasizes a higher exposure to equity markets versus other asset classes. It is expected that such a strategy will provide a higher probability of meeting the plan's actuarial rate of return assumption over time.
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
Notes to Condensed Consolidated Financial Statements
Years Ended December 31, 2019 and 2018
(Unaudited, In Thousands Except Per Share Amounts)
The following table presents major categories of plan assets as of December 31, 2019, and inputs and valuation techniques used to measure the fair value of plan assets regarding the ACS Retirement Plan:
|
|
|
Fair Value Measurement at Reporting Date Using
|
|
|
|
|
|
|
|
|
Quoted Prices
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in Active
|
|
|
Significant
|
|
|
|
|
|
|
|
|
|
|
|
|
Markets for
|
|
|
Other
|
|
|
Significant
|
|
|
|
|
|
|
|
|
Identical
|
|
|
Observable
|
|
|
Unobservable
|
|
|
|
|
|
|
|
|
Assets
|
|
|
Inputs
|
|
|
Inputs
|
|
|
Asset Category
|
|
Total
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Money market/cash
|
|
$
|
38
|
|
|
$
|
-
|
|
|
$
|
38
|
|
|
$
|
-
|
|
|
Equity securities (Investment Funds)*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
International growth
|
|
|
2,215
|
|
|
|
2,215
|
|
|
|
-
|
|
|
|
-
|
|
|
U.S. small cap
|
|
|
1,341
|
|
|
|
1,341
|
|
|
|
-
|
|
|
|
-
|
|
|
U.S. medium cap
|
|
|
692
|
|
|
|
692
|
|
|
|
-
|
|
|
|
-
|
|
|
U.S. large cap
|
|
|
3,338
|
|
|
|
3,338
|
|
|
|
-
|
|
|
|
-
|
|
|
Debt securities (Investment Funds)*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Certificate of deposits
|
|
|
2,411
|
|
|
|
2,411
|
|
|
|
-
|
|
|
|
-
|
|
|
Fixed income
|
|
|
1,400
|
|
|
|
-
|
|
|
|
1,400
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fair value
|
|
$
|
11,435
|
|
|
$
|
9,997
|
|
|
$
|
1,438
|
|
|
$
|
-
|
|
|
*May include mutual funds comprised of both stocks and bonds.
|
The benefits expected to be paid in each of the next five years and in the aggregate for the five fiscal years thereafter are as follows:
|
2020
|
|
|
$
|
1,091
|
|
|
2021
|
|
|
$
|
1,095
|
|
|
2022
|
|
|
$
|
1,082
|
|
|
2023
|
|
|
$
|
1,071
|
|
|
2024
|
|
|
$
|
1,056
|
|
|
2025-2029
|
|
|
$
|
4,945
|
|
Post-retirement Health Benefit Plan
The Company has a separate executive post-retirement health benefit plan. On December 31, 2019, the plan was underfunded by $381 and held no assets. The net periodic post-retirement cost for 2019 and 2018 was $26 and $22, respectively.
Earnings per share is 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 or loss available to Alaska Communications by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution of securities that could share in the earnings of the Company.
The Company’s 6.25% Notes were convertible by the holder beginning February 1, 2018 at an initial conversion rate of 97.2668 shares of common stock per one thousand dollars principal amount of the 6.25% Notes. This is equivalent to an initial conversion price of approximately $10.28 per share of common stock. Given that the Company’s current share price was well below $10.28, the Company did not anticipate that there would be a conversion of the 6.25% Notes into equity and determined that it had the intent and ability to settle the principal and interest payments on its 6.25% Notes in cash. The Company settled the Tender Offer to purchase it’s outstanding 6.25% Notes for cash on April 17, 2017. On May 1, 2018, the Company repurchased the outstanding balance of the 6.25% Notes. See Note 10 “Long-Term Obligations.” Accordingly, 321 shares related to the 6.25% Notes were excluded from the calculation of diluted earnings per share for the year ended December 31, 2018.
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
Notes to Condensed Consolidated Financial Statements
Years Ended December 31, 2019 and 2018
(Unaudited, In Thousands Except Per Share Amounts)
The following table sets forth the computation of basic and diluted earnings per share for the years ended December 31, 2019 and 2018:
|
|
|
2019
|
|
|
2018
|
|
|
Net income attributable to Alaska Communications
|
|
$
|
4,928
|
|
|
$
|
9,080
|
|
|
Tax-effected interest expense attributable to convertible notes
|
|
|
NA
|
|
|
|
NA
|
|
|
Net income attributable to Alaska Communications assuming dilution
|
|
$
|
4,928
|
|
|
$
|
9,080
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
Basic shares
|
|
|
53,379
|
|
|
|
53,042
|
|
|
Effect of stock-based compensation
|
|
|
898
|
|
|
|
798
|
|
|
Effect of 6.25% convertible notes
|
|
|
NA
|
|
|
|
NA
|
|
|
Diluted shares
|
|
|
54,277
|
|
|
|
53,840
|
|
|
|
|
|
|
|
|
|
|
|
|
Income per share attributable to Alaska Communications:
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.09
|
|
|
$
|
0.17
|
|
|
Diluted
|
|
$
|
0.09
|
|
|
$
|
0.17
|
|
On December 22, 2017, H.R. 1, originally known as the Tax Cuts and Jobs Act, (“TCJA”) was enacted. The TCJA provides for sweeping changes in United States tax rates and tax provisions which affected the Company as of December 31, 2017 and for periods beginning after January 1, 2018. Effective for years beginning after December 31, 2017, the maximum corporate tax rate decreased to a flat rate of 21%. This decrease in the tax rate resulted in the remeasurement of existing deferred tax assets and liabilities as of the enactment date and resulted in a decrease to existing net deferred tax assets of $3,851. In addition, the TCJA provides for existing Federal AMT tax credits to be refunded from 2018 through 2021. Accordingly, as of December 31, 2017, the Company reclassified AMT tax credits of $8,913 from non-current deferred tax assets to non-current long-term tax receivables. The federal AMT credits were reduced by $569 related to the applicable budget sequestration rate of 6.6%. The Company evaluated the TCJA and concluded that all information was available to complete the accounting for the effects of the tax reform in the fourth quarter of 2017. In the first quarter of 2018, the Company recorded an additional benefit of $703 associated with the effects of the TCJA. In the fourth quarter of 2018, the Company reversed the federal AMT credit sequestration reduction of $569 recorded in 2017 based on Internal Revenue Service guidance published in January 2019, resulting in a corresponding reduction in the provision for income taxes. As of December 31, 2018, the Company had reclassified $5,087 of existing AMT tax credits from non-current tax receivable to current tax receivable.
Consolidated income before income tax was as follows:
|
|
|
2019
|
|
|
2018
|
|
|
Income before income tax
|
|
$
|
7,600
|
|
|
$
|
11,029
|
|
The income tax provision for the years ended December 31, 2019 and 2018 was comprised of the following:
|
|
|
2019
|
|
|
2018
|
|
|
Current:
|
|
|
|
|
|
|
|
|
|
Federal income tax
|
|
$
|
-
|
|
|
$
|
(732
|
)
|
|
State income tax
|
|
|
(60
|
)
|
|
|
6
|
|
|
Total current benefit
|
|
|
(60
|
)
|
|
|
(726
|
)
|
|
Deferred:
|
|
|
|
|
|
|
|
|
|
Federal, excluding operating loss carry forwards
|
|
|
(175
|
)
|
|
|
(1,123
|
)
|
|
State, excluding operating loss carry forwards
|
|
|
(86
|
)
|
|
|
(31
|
)
|
|
Change in valuation allowance
|
|
|
(20
|
)
|
|
|
(42
|
)
|
|
Tax benefit of operating loss carry forwards:
|
|
|
|
|
|
|
|
|
|
Federal
|
|
|
2,329
|
|
|
|
2,771
|
|
|
State
|
|
|
777
|
|
|
|
1,192
|
|
|
Total deferred expense
|
|
|
2,825
|
|
|
|
2,767
|
|
|
Total income tax expense
|
|
$
|
2,765
|
|
|
$
|
2,041
|
|
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
Notes to Condensed Consolidated Financial Statements
Years Ended December 31, 2019 and 2018
(Unaudited, In Thousands Except Per Share Amounts)
The following table provides a reconciliation of income tax expense at the Federal statutory rate of 21% to the recorded income tax expense for the years ended December 31, 2019 and 2018:
|
|
|
2019
|
|
|
2018
|
|
|
Computed federal income taxes at the statutory rate
|
|
$
|
1,616
|
|
|
$
|
2,335
|
|
|
Expense (benefit) in tax resulting from:
|
|
|
|
|
|
|
|
|
|
State income taxes (net of Federal benefit)
|
|
|
731
|
|
|
|
824
|
|
|
Enacted rate change
|
|
|
-
|
|
|
|
(703
|
)
|
|
Alternative minimum tax sequestration
|
|
|
-
|
|
|
|
(569
|
)
|
|
Other
|
|
|
415
|
|
|
|
236
|
|
|
Stock-based compensation
|
|
|
23
|
|
|
|
(40
|
)
|
|
Change in valuation allowance
|
|
|
(20
|
)
|
|
|
(42
|
)
|
|
Total income tax expense
|
|
$
|
2,765
|
|
|
$
|
2,041
|
|
Income tax expense was charged to the statement of comprehensive income and statement of stockholders’ equity as follows:
|
|
|
2019
|
|
|
2018
|
|
|
Statement of comprehensive income:
|
|
|
|
|
|
|
|
|
|
Income tax expense
|
|
$
|
2,765
|
|
|
$
|
2,041
|
|
|
Other comprehensive income (loss), tax effect
|
|
$
|
(238
|
)
|
|
$
|
(110
|
)
|
The Company accounts for income taxes under the asset-liability method. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Valuation allowances are provided when it is “more likely than not” that the benefits of existing deferred tax assets will not be realized in a future period. As of December 31, 2019 and 2018, the Company had valuation allowances on certain state net operating loss carryforwards of $142 and $162, respectively. As of December 31, 2019 and 2018, the change in the valuation allowance was $(20) and $(42), respectively. At December 31, 2019, it is more likely than not that the results of future operations will generate sufficient taxable income to realize existing deferred tax assets, other than the state net operating loss carryforwards noted above. Therefore, no additional valuation allowance is necessary.
Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2019 and 2018, respectively, are as follows:
|
|
|
2019
|
|
|
2018
|
|
|
Deferred tax assets:
|
|
|
|
|
|
|
|
|
|
Net operating loss carry forwards
|
|
$
|
13,635
|
|
|
$
|
16,742
|
|
|
Operating lease liabilities
|
|
|
23,374
|
|
|
|
-
|
|
|
Deferred GCI capacity revenue
|
|
|
8,839
|
|
|
|
9,428
|
|
|
Reserves and accruals
|
|
|
8,700
|
|
|
|
8,947
|
|
|
Intangibles and goodwill
|
|
|
855
|
|
|
|
944
|
|
|
Fair value on interest rate swaps
|
|
|
82
|
|
|
|
-
|
|
|
Pension liability
|
|
|
1,054
|
|
|
|
1,031
|
|
|
Allowance for doubtful accounts
|
|
|
1,314
|
|
|
|
1,118
|
|
|
Other
|
|
|
222
|
|
|
|
-
|
|
|
Total deferred tax assets
|
|
|
58,075
|
|
|
|
38,210
|
|
|
Valuation allowance
|
|
|
(142
|
)
|
|
|
(162
|
)
|
|
Deferred tax assets after valuation allowance
|
|
|
57,933
|
|
|
|
38,048
|
|
|
Deferred tax liabilities:
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment
|
|
|
(37,152
|
)
|
|
|
(37,320
|
)
|
|
Operating lease right of use assets
|
|
|
(23,011
|
)
|
|
|
-
|
|
|
Fair value on interest rate swaps
|
|
|
-
|
|
|
|
(130
|
)
|
|
Revenue contract assets
|
|
|
(2,173
|
)
|
|
|
(2,407
|
)
|
|
Other
|
|
|
-
|
|
|
|
(8
|
)
|
|
Total deferred tax liabilities
|
|
|
(62,336
|
)
|
|
|
(39,865
|
)
|
|
Net deferred tax liability
|
|
$
|
(4,403
|
)
|
|
$
|
(1,817
|
)
|
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
Notes to Condensed Consolidated Financial Statements
Years Ended December 31, 2019 and 2018
(Unaudited, In Thousands Except Per Share Amounts)
As of December 31, 2019, the Company has available Federal alternative minimum tax credits of $2,155 and which are classified as a non-current income tax receivable. As of December 31, 2019, the Company has available Federal and state net operating loss carry forwards of $53,728 and $31,977, respectively, which have various expiration dates beginning in 2031 through 2037.
The Company files consolidated income tax returns for Federal and state purposes in addition to separate tax returns of certain subsidiaries in multiple state jurisdictions. As of December 31, 2019, the Company is not under examination by any income tax jurisdiction. The Company is no longer subject to examination in the United States for years prior to 2016.
The Company accounts for income tax uncertainties using a threshold of “more-likely-than-not” in accordance with the provisions of ASC 740, “Income Taxes.” As of December 31, 2019, the Company has reviewed all of its tax filings and positions taken on its returns and has not identified any material current or future effect on its consolidated results of operations, cash flows or financial position. As such, the Company has not recorded any tax, penalties or interest on tax uncertainties. It is Company policy to record any interest on tax uncertainties as a component of income tax expense.
|
17.
|
STOCK INCENTIVE PLANS
|
Under the Company’s stock incentive plan, Alaska Communications, through the Compensation and Personnel Committee of its Board of Directors, may grant stock options, restricted stock, stock-settled stock appreciation rights, performance share units and other awards to officers, employees, consultants, and non-employee directors. Upon the effective date of the Alaska Communications Systems Group, Inc. 2011 Incentive Award Plan, as amended and restated on June 30, 2014, (“2011 Incentive Award Plan”), the Alaska Communications Systems Group, Inc. 1999 Stock Incentive Plan and the ACS Group, Inc. 1999 Non-Employee Director Stock Compensation Plan, (together the “Prior Plans”) were retired. All future awards will be granted from the 2011 Incentive Award Plan. The Alaska Communications Systems Group, Inc. 2012 ESPP was approved by the Company’s shareholders in June 2012 and the ACS 1999 Employee Stock Purchase Plan (“1999 ESPP”) was retired on June 30, 2012. References to “stock incentive plans” include, as applicable, the 2011 Incentive Award Plan, the 2012 ESPP, the 1999 ESPP and the Prior Plans. On June 25, 2018, the Company increased the number of shares reserved for issuance under the 2011 Incentive Award Plan by 3,000 shares. An aggregate of 22,210 shares of the Company’s common stock have been authorized for issuance under its stock incentive plans. At December 31, 2019, a total of 2,276 shares remain available for future issuance under the Company’s equity compensation plans, including the 2011 Incentive Award Plan and 2012 Employee Stock Purchase Plan. Stock-based compensation expense reflects forfeitures of share-based awards when they occur.
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 and Performance Stock Units 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, 2018 and 2019.
Restricted Stock Units and Non-Employee Director Stock Compensation
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. RSU’s granted in 2017 vest ratably over three years, RSUs granted in 2018 vest ratably over three years or cliff vest in one year, and RSUs granted in 2019 vest ratably over the three-year period ending March 1, 2022. Since January 2008, the Company has maintained a policy which requires that non-employee directors receive a portion of their annual retainer in the form of Alaska Communications stock. This requirement may be suspended for specified periods and was suspended beginning in the second quarter of 2018 through 2019 due the limited availability of shares. Non-employee director stock compensation vests when granted. The directors make an annual election on whether to have the stock issued or to have it deferred.
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 recorded in 2019. The modification is included in grants and cancellations in the table below.
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
Notes to Condensed Consolidated Financial Statements
Years Ended December 31, 2019 and 2018
(Unaudited, In Thousands Except Per Share Amounts)
The following table summarizes the RSU, LTIP and non-employee director stock compensation activity for the year ended December 31, 2019:
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
Average
|
|
|
|
|
|
|
|
|
Grant-Date
|
|
|
|
|
Number of
|
|
|
Fair
|
|
|
|
|
Shares
|
|
|
Value
|
|
|
Nonvested at December 31, 2018
|
|
|
1,185
|
|
|
$
|
1.88
|
|
|
Granted
|
|
|
610
|
|
|
$
|
1.68
|
|
|
Vested
|
|
|
(770
|
)
|
|
$
|
1.86
|
|
|
Canceled or expired
|
|
|
(233
|
)
|
|
$
|
1.93
|
|
|
Nonvested at December 31, 2019
|
|
|
792
|
|
|
$
|
1.74
|
|
Performance Based Units
PSUs granted prior to 2017 vested ratably over three years beginning at the grant date, while PSUs granted in 2017 vest at the end of the 2.5-year performance period, subject to achievement of certain performance conditions, achievement of a market condition and approval of the Compensation and Personnel Committee of the Board of Directors. As of December 31, 2019, certain Company performance targets were deemed probable of achievement and the relevant stock compensation was expensed accordingly. The PSUs granted in 2018 will vest in three equal installments, or tranches, if certain stock price thresholds and service thresholds are achieved. PSUs granted in the third quarter of 2019 will vest proportionally over the three-year period ending in March 2022 subject to the achievement of certain Company performance targets.
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 increase in share-based compensation expense of $102 recorded in 2019. The modification is included in grants and cancellations in the table below.
The following table summarizes PSU activity for the year ended December 31, 2019:
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
Average
|
|
|
|
|
|
|
|
|
Grant-Date
|
|
|
|
|
Number of
|
|
|
Fair
|
|
|
|
|
Shares
|
|
|
Value
|
|
|
Nonvested at December 31, 2018
|
|
|
1,938
|
|
|
$
|
1.10
|
|
|
Granted
|
|
|
1,437
|
|
|
$
|
0.94
|
|
|
Vested
|
|
|
-
|
|
|
$
|
-
|
|
|
Canceled or expired
|
|
|
(1,746
|
)
|
|
$
|
1.00
|
|
|
Nonvested at December 31, 2019
|
|
|
1,629
|
|
|
$
|
1.07
|
|
Selected Information on Equity Instruments and Share-Based Compensation
Selected information on equity instruments and share-based compensation under the plan for the years ended December 31, 2019 and 2018 is as follows:
|
|
|
Years Ended
|
|
|
|
|
December 31,
|
|
|
|
|
2019
|
|
|
2018
|
|
|
Total compensation cost for share-based payments
|
|
$
|
1,580
|
|
|
$
|
1,757
|
|
|
Weighted average grant-date fair value of equity instruments granted
|
|
$
|
1.16
|
|
|
$
|
0.97
|
|
|
Total fair value of shares vested during the period
|
|
$
|
1,432
|
|
|
$
|
1,534
|
|
|
Unamortized share-based payments
|
|
$
|
1,124
|
|
|
$
|
1,438
|
|
|
Weighted average period in years to be recognized as expense
|
|
|
1.69
|
|
|
|
1.06
|
|
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
Notes to Condensed Consolidated Financial Statements
Years Ended December 31, 2019 and 2018
(Unaudited, In Thousands Except Per Share Amounts)
Share-based compensation expense is classified as “Selling, general and administrative expense” in the Company’s Consolidated Statements of Comprehensive Income.
The Company purchases, from shares authorized under the 2011 Incentive Award Plan, sufficient vested shares to cover minimum employee payroll tax withholding requirements upon the vesting of restricted stock. The Company expects to repurchase approximately 240 shares in 2020. This amount is based upon an estimation of the number of shares of restricted stock and performance share awards expected to vest during 2020.
At December 31, 2019, 2,093 shares remain available for future issuance under the Company’s 2011 Incentive Award Plan.
Alaska Communications Systems Group, Inc. 2012 Employee Stock Purchase Plan
The Alaska Communications Systems Group, Inc. 2012 Employee Stock Purchase Plan was approved by the Company’s shareholders in June 2012. The 2012 ESPP will terminate upon the earlier of (i) the last exercise date prior to the tenth anniversary of the adoption date, unless sooner terminated in accordance with the 2012 ESPP; or (ii) the date on which all purchase rights are exercised in connection with a change in ownership of the Company. A participant in the 2012 ESPP will be granted a purchase right to acquire shares of common stock at six-month intervals on an ongoing basis, subject to the continuing availability of shares under the 2012 ESPP. Each participant may authorize periodic payroll deductions in any multiple of 1% (up to a maximum of 15%) of eligible compensation to be applied to the acquisition of common stock at semiannual intervals. The 2012 ESPP imposes certain limitations upon a participant’s rights to acquire common stock. No participant will have any shareholder rights with respect to the shares covered by their purchase rights until the shares are actually purchased on the participant’s behalf. No adjustments will be made for dividends, distributions or other rights for which the record date is prior to the date of the actual purchase.
The Company reserved 1,500 shares of its common stock for issuance under the 2012 ESPP. The fair value of each purchase right under the 2012 ESPP is charged to compensation expense over the offering period to which the right pertains, and is reflected in total compensation cost for share-based payments in the above table. Shares purchased by employees and the associated compensation expense under the 2012 ESPP, which is reflected in the preceding table, were not material in the years ended December 31, 2019 and 2018.
At December 31, 2019, 183 shares remain available for future issuance under the Company’s 2012 ESPP.
|
18.
|
SUPPLEMENTAL CASH FLOW INFORMATION
|
The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the statement of financial position at December 31, 2019 and 2018 that sum to the total of these items reported in the statements of cash flows:
|
|
|
|
2019
|
|
|
2018
|
|
|
Cash and cash equivalents
|
|
$
|
26,662
|
|
|
$
|
13,351
|
|
|
Restricted cash
|
|
|
1,631
|
|
|
|
1,634
|
|
|
Total cash, cash equivalents and restricted cash
|
|
$
|
28,293
|
|
|
$
|
14,985
|
|
The following table presents supplemental non-cash transaction information for the years ended December 31, 2019 and 2018:
|
|
|
2019
|
|
|
2018
|
|
|
Supplemental Non-cash Transactions:
|
|
|
|
|
|
|
|
|
|
Capital expenditures incurred but not paid at December 31
|
|
$
|
5,950
|
|
|
$
|
4,998
|
|
|
Additions to ARO asset
|
|
$
|
85
|
|
|
$
|
805
|
|
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
Notes to Condensed Consolidated Financial Statements
Years Ended December 31, 2019 and 2018
(Unaudited, In Thousands Except Per Share Amounts)
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.
The following table presents service and product revenues from external customers for the years ended December 31, 2019 and 2018:
|
|
|
2019
|
|
|
2018
|
|
|
Business and Wholesale Revenue
|
|
|
|
|
|
|
|
|
|
Business broadband
|
|
$
|
61,785
|
|
|
$
|
60,934
|
|
|
Business voice and other
|
|
|
28,660
|
|
|
|
28,429
|
|
|
Managed IT services
|
|
|
6,494
|
|
|
|
5,742
|
|
|
Equipment sales and installations
|
|
|
4,698
|
|
|
|
5,127
|
|
|
Wholesale broadband
|
|
|
43,310
|
|
|
|
38,362
|
|
|
Wholesale voice and other
|
|
|
5,617
|
|
|
|
6,000
|
|
|
Total Business and Wholesale Revenue
|
|
|
150,564
|
|
|
|
144,594
|
|
|
Consumer Revenue
|
|
|
|
|
|
|
|
|
|
Broadband
|
|
|
26,589
|
|
|
|
26,144
|
|
|
Voice and other
|
|
|
10,431
|
|
|
|
11,158
|
|
|
Total Consumer Revenue
|
|
|
37,020
|
|
|
|
37,302
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Business, Wholesale, and Consumer Revenue
|
|
|
187,584
|
|
|
|
181,896
|
|
|
|
|
|
|
|
|
|
|
|
|
Regulatory Revenue
|
|
|
|
|
|
|
|
|
|
Access
|
|
|
24,416
|
|
|
|
30,878
|
|
|
High cost support
|
|
|
19,694
|
|
|
|
19,694
|
|
|
Total Regulatory Revenue
|
|
|
44,110
|
|
|
|
50,572
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Operating Revenue
|
|
$
|
231,694
|
|
|
$
|
232,468
|
|
The Company’s revenues are derived entirely from external customers in the United States and its long-lived assets are held entirely in the United States.
|
20.
|
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.
In June 2017, the Company received a letter from USAC’s auditors inquiring about past funding requests under the Rural Health Care program, all of which were previously approved by USAC. After clarifying the request, the Company responded to the auditors with the requested information through the remainder of 2017 and mid-way into 2018. Late in 2018, the auditors asked the Company to comment on preliminary audit findings, and the Company responded with a letter dated December 21, 2018. After more than a year without communications from the auditors, on February 24, 2020, the Company received a draft audit report from USAC. The draft audit report alleges violations of the FCC’s rules for establishing rural rates and urban rates, the provisioning and billing of ineligible services and products, and violations of the FCC’s competitive bidding rules. The Company was invited to comment on this draft audit report, and the Company intends to seek correction of numerous factual errors it believes are contained in that report. In addition, the Company has had conversations with USAC’s auditors and the Company is compiling a list of proposed clarifications, corrections and modifications to the draft audit report. As a result of these conversations and comments to be submitted by the Company, USAC’s auditors may revise their findings, including the amounts they recommend USAC seek to recover. USAC’s auditors are expected to issue a final audit report incorporating the Company’s responses that will be sent to USAC’s Rural Health Care division to review and determine if corrective action would be appropriate. In the event that the Company disagrees with USAC’s final audit report, the Company can appeal that decision to USAC’s Rural Health Care division and/or the FCC. The Company intends to vigorously defend against the conclusions of the draft audit report and, if necessary, appeal the final audit findings. Based on these draft findings, the Company has determined that it is probable that resolution of these matters will result in the recognition of a contingent liability and charge to expense. The Company does not currently have sufficient information to reasonably estimate the amount, or a range, of the potential charge.
The Company is involved in various other claims, legal actions and regulatory proceedings arising in the ordinary course of business and establishes an accrual when a specific contingency is probable and estimable. The Company recorded litigation accruals totaling $1,367 at December 31, 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.
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
Notes to Condensed Consolidated Financial Statements
Years Ended December 31, 2019 and 2018
(Unaudited, In Thousands Except Per Share Amounts)
On March 9, 2020, the Company’s Board of Directors declared a one-time cash dividend of $0.09 per share of common stock to be paid on June 18, 2020 to shareholders of record as of the close of business on April 20, 2020. The dividend payment is expected to total approximately $5.0 million.
F-44