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OTEL - Otelco Inc.


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Hi!

 

Otelco, started in 1998, owns 11 RLECs, 4 in contiguous territories in North Central Alabama, 3 adjacent to either Portland or Bangor, Maine, and 1 each serving a portion of western Massachusetts, central Missouri, western Vermont, and southern West Virginia.  They also own 3 CLECs in Maine, New Hampshire, and Massachusetts. 

 

Due to the loss of a contract with Time Warner worth 12% of their Revenue and a lowering of access rates set by the FCC, they filed for Ch. 11 in March and their new stock started trading at the end of May. 

 

In the restructuring plan, they projected EBITDA to decline from approx. $45M  to $30M in the coming years.  The company got rid of of about $109M in debt through restructuring. 

 

Emerging from Bankruptcy, the Company says:

 

"The Company repaid $28.7 million on its senior credit facility and extended its maturity through April 2016. The remaining balance of $133.3 million will have quarterly principal payments of 1.25% of the new loan amount plus interest on the outstanding balance at 6.5%. In addition, the Company will utilize 75% of its quarterly free cash flow to further reduce the outstanding balance on the loan each quarter. The facility includes a $5.0 million revolver which was undrawn at closing."

 

I calc that out as $7.6M through the rest of 2013, $14.6M in 2014, $13.9M in 2015, and $3.6M in Q1 2016.  That is without taking into consideration the 75% of FCF used to pay down the Principal.  In Q3 2013 the Payment from Excess FCF was $335,000.  If we add that in it takes us up to $7.9M in Q3 and Q4 of 2013, $15.8 in 2014, $14.9 in 2015, and $3.6M in Q1 2016

 

In Q3 they did $19M in Rev. and $7.3 in Operating Income before Depreciation.  This is the first quarter without any Time Warner revenue, and the CEO said on the conference that it is what he considered a clean quarter revenue wise (nothing lumpy). If you annualize that for 2014, that brings you to $29M-$7M in projected CapEx=$22M to pay down debt of $14.6M.  That leaves That leaves about $7M a year cushion. 

 

So with a Market Cap of $16.7M, Debt of approx. $128M due in 2016, EBITDA of $29M,  can they stabilize revenue and delever the balance sheet fast enough to make the equity a worthwhile investment?

 

Also kinda noteworthy, in the restructuring they got three new board members, Brian Ross, who is also on the Board of ALSK, and Gary Sugarman, who is also on the board of LICT, and someone else. 

 

 

Someone or a group of people really think that they can't succeed as the stock has lost 50% of its value since emerging from bankruptcy, but if it is the old bondholders who are forced to sell, this might be a pretty good opportunity. 

 

I would really love any feedback or critiques anyone has.  I also attached the restructuring docs.

 

130201_Restructuring_Investor_Presentation_-_final.pdf

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This an interesting company but I think it is in a battle against declining revenues/cash flows.  Q-over-Q revenue are declining at a 14% annual rate.  If there were no or a modest amount of debt (like LICT) the equity would have some value but with its high debt load this company may go into Ch. 11 again if it does not stop and turn around the revenue decline.  The current run rate EBITDA is $29.2 million.  This is about 4.8x EBITDA and total debt/EV of 4.2x.  This is not cheap relative to HCOM with a valuation of 4.2x EBITDA and debt of 1.9x EBITDA and growing EBITDA.  Other grey area (declining revenues Y-o-Y but incerases Q-o-Q) are FRP and LICT.  FRP has a valuation of 4.4x EBITDA and debt of 3.4x and LICT has a valuation of 2.8x EBITDA and debt of 1.4x EBITDA.  If you are looking for a way to play this type of company I would stick with either HCOM, LICT or the more risky FRP versus OTEL. 

 

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Thanks for the feedback.  Yes, I am staying away from this one for now.  I think I read Peter Lynch saying that there is plenty of time to get involved in turnarounds after the turnaround has already proven itself. 

 

I just thought it was similar to some of the other ones that are discussed on here, so it would be a good comparable. And I am trying to improve my ability to distill down financial statements down to the important stuff, as I am pretty new to it.  Thanks for given me some metrics to check my work against. 

 

Merry Christmas. 

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There is a good write up on VIC for it under the old ticker OTT.

 

FWIW - I think the equity is like an out of the money call option on the business. If they can slow top line decline and pre-pay a little more debt than their reorg plan suggests, this is very compelling. Refinancing the debt would be a catalyst. How do you asses the odds of that ? I have no idea.

 

I think tax loss selling could be at play here. The float is tiny...

 

EDIT: Just to add - management has not been greedy and did take some pain for long term gain by cutting the dividend when trouble started. They own over 8% of the equity as part of the reorg (dont quote me on the numbers), so they stand to benefit materially if this thing works out...

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  • 3 weeks later...
  • 2 years later...

First post! Great site by the way, not sure how this has gone unnoticed by me for so long. Anyway...

 

Looking at OTEL for the first time in the last few days, it currently trades  at $4.57 per share, market cap of $15m and EV of $110m. This translates into net leverage of 3.3x and EV/EBITDA of 3.8x

 

I'm a European investor (mainly in TMT debt and equity) but had been taking a look at some of these small regional telcos and this one came up as quite interesting, mainly because of

 

a) the relative under-valuation to peers and cheap absolute valuation

b) the loss of any default trigger which now has been pushed back to 2021

c) the relative growth in its B2B business, helping slow down the burn rate of this cigar butt

d) prodigous pro forma FCF to equity of $10m last year (after excluding a co-op bank dividend which will not persist post-refinancing). Adjusted for higher interest on the new debt, FCF would pro-forma fall to $8m and let's assume a further $1m cut from business  decline. This might mean 2016 FCF of $7m vs equity of $15m.

 

Clearly the business has underinvested in capex in recent years at 8.5% of sales, with my own rule of thumb being low teens capex/sales as par for telcos and anything above this likely to generate growth over time. An increase of 5% points would roughly drive an increase in capex of $3.5m. So if OTEL increased capex to 13.5%, there would likely still be c.$3.5m of FCF (so still a 25% FCF yield despite raising capex to more sustainable levels). Obviously the "risk" to this view is underinvestment which might mean stabilisation at a lower EBITDA level in future, but conversely more cash flow in near years which can be argued as also being beneficial for equity.

 

Personally, I think with leverage at 3.3x, the company has a bit more flex to raise investing; for example, the larger FRP has leverage of 3.5x and an EV/EBITDA of 4.8x.

 

In terms of comps, the similar sized LICT has lev of just 0.8x and an EV/EBITDA of 4.3x. The most recent results note the board is considering increasing leverage, seemingly for share buybacks and to bid in the spectrum auction.

 

HCOM (which I got as a peer from this board, thanks!) has an EV/EBITDA of 4.2x vs leverage of 2.1x.

 

So a lower levered peer group (ex FRP) of EV/EBITDA 4.25x vs OTEL at 3.8x. Even if we split the difference and say this should trade at 4x for now, that's still 0.2x of EBITDA which is $5.5m (30%) upside from multiple expansion to below industry levels, in addition to FCF in 2016 of $3.5-7m (another 20-50% of market cap).

 

It feels like the sell-off in OTEL is more in line with the general decline in prices of leveraged companies (see all the Liberty companies, Altice, hospital operators for eg). This matches up to that rather than anything materially negative for the company (most recent new info was the credit positive refinancing).

 

So what am I missing here??

 

 

 

Separately, I quite like LICT. The Mario Gabelli chairmanship, the much higher capex at 21% of sales and under-levered balance sheet are all quite attractive as is 4.2x EV/EBITDA. I've bought a little OTEL, might have a nibble at LICT too (I'm not one for overly concentrated portfolios).

 

 

 

 

 

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I dont think you are missing anything - great summary.

 

IMO - This is a post-reorg, micro cap levered stub... Very little interest and liquidity. My general concern is if the business can hold up and decline at a rate slower than the interest on the debt. If so, there is something left over for equity after several years. When this scenario (or anything better) will be recognized in the valuation is anyone's guess.

 

In the meantime, there is a case to be made for OTEL to be acquired, as the valuation in combination with some synergies make this an attractive proposition for a potential acquirer

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My firm (Alluvial Capital Management) is a large holder of Otelco, though not large enough to require a 13G filing. The previous posts get the story right. Otelco is very valuable so long as they can continue to amortize debt faster than their EBITDA declines. Thus far that's been the case, with debt reduction coming in at 10% or better year over year while EBITDA declines post re-organization have been more like 2-2.5%. At 3.8x trailing EBITDA, Otelco would be a nice acquisition for another rural wireline company, or better yet for an NOL shell company.

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If you guys have been following the story for longer (and bearing in mind I'm not based in the US), can you help claify a few points. I'll continue to do some digging of my own and will update if anything of substance comes up to help answer these points too:

 

1) Are there any obvious syngeries to another rural telco buying Otelco besides head office and listing costs (I appreciate these alone are probably sufficient to justify a deal)?

 

2) Is there an FCC resource anywhere that runs through the regulatory regime on RLECs and CLECs in more details? I'm generally finding limited documents of any substance; therefore hard for me to understand the level of sales/ebitda at risk from regulatory changes and therefore how long it will take and the quantum of drag of these coming through.

 

3) Is there a reason that Otelco was not able to get a mainstream bank to lend them the money (particularly the senior tranche)? In that context, is there a view on target leverage, particularly in terms of leverage levels needed to get mainstream banking facilities at lower levels in future?

 

4) Are you concerned about the seeming underinvestment in capex (comparing to other wireline telcos)? The risk is that it leads to a faster rate of EBITDA in decline in out years.... plus ensures a generally disgrunted investor base that will jump at the first chance of a viable alternative (wireless, satellite) in future.

 

Personally my view is that they should attempt to limit deleveraging below 3x and focus more on uppping investment levels to protect / potentially grow the EBITDA over time. Is this an uninformed viewpoint of rural telcos?

 

 

 

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  • 1 month later...

I had been meaning to update this blog after the latest results / a bit of further research on this position. Unfortunately I had a clash and wasn't able to dial into the call. The replay was poor, only one question asked?!

 

Q4 2015 results

Anyway, Q415 results themselves were okay. Cost cutting drove 11.5% YoY growth in Q4 EBITDA on sales down -2.5% YoY, but the optics are better than the reality as this was flattered by a -10.3% Q414 that was being lapped. However, still good performance to manage costs by looks of it.

 

That said, 2015 EBITDA of $29.5m was still a pretty decent result and was up 3% for the full year despite top line falling almost 4%. Marigns expanded to 41.6% versus 38.9% last year and we saw capex / sales increase by just over a percentage point in the year to 9.3%. (EBITDA - Capex) was $23m and was 32% of sales - pretty tremendous cash flow before interest and taxes.  However, interest and taxes are a key issue moving forward - covered below in my 2016 cash flow section. The other key risk is regulation impact on revenue, covered later in revenue trends.

 

Valuation metrics

As it stands, we have net leverage of 3.1x and EV/EBITDA of 3.7x. The P/E is 2.2x. On my numbers the company generated $4.4 of FCF per share in 2015 vs a share price of $5.09! On my bear case projections, I have FCF of $1.97 in 2016E and $1.57 in 2017E  - still meaningful versus that c.5 bucks share price, although most of this cash flow is being used to pay down debt and clearly the debt providers will not allow dividends, with stated excess cash to be used to bolster capital investment.

 

2016 projected cash flow

I assume sales will fall in line with 2015 so -3.5%, however I have margin contraction (I'll discuss this later) so have EBITDA of ~$27m

 

Capex I have reverting to 10% (and nearer 11% of sales over time) - however with most telcos running nearer low teens and with bankruptcy driving this to 8-9% of sales, I think there is a reasonable chance that capex may ultimately need to run in the mid-teens for a period to drive some catch-up and protect future revenue stability / growth. 2016 capex i have broadly flat YoY at 5.5m (so higher capex / sales due to ongoing decline in sales).

 

Cash interest runs at around $9.2m in 2016E. This excludes the PIK accrual. This is a material jump up from 6.6m in 2015.

 

So cash flow after capex and interest (assuming working capital changes are a wash) is $11.m. A very reasonable sum for a company with a market cap of $16.5m.

 

This is why being a taxpayer is so value destructive in this business - I have corporate taxes at roughly $4.5m in 2016, thus taking away an enormous amount of value as it brings FCF down to $6.7m. ie. a drag of roughly 1/3 of the market cap. Astonishing leakage.

 

With $1m per quarter in debt repayment and a cash sweep of 50% of excess FCF, this $6.7m translates into lowering net debt in 2016 from $100m to $94.7m. As a result, leverage would actually tick up to 3.3x EV/EBITDA move up to 3.9x.

 

This is just a rough projected cash flow and lots of moving parts, but the big swing factor is projected sales and EBITDA.

 

Revenue Bear Case

 

Reading through the 10K, the big issue is the drag on network services and local access revenues caused by regulation.

 

17.4% of group revenues come from interstate access charges and this will go to zero by 2020. Unfortunately this revenue of $12.4m is basically pure profit (let's say 90% gross margin) revenue stream, which is $11.1m of profits that will fall out of EBITDA through 2020 versus 2015 EBITDA of $29.5m. This is basically a 3.5% pa revenue headwind that translates into a 7.5% EBITDA pa headwind.

 

In addition, the company receives 2.9% of revenue as a direct government payment (USF High Cost Loop) which is a further $2m that is likely lost through 2020.

 

Taking both of these out means EBITDA ceteris paribus would fall from 2015 of $29.5m to $16.4m in 2020.

 

For the company to remain viable, it therefore has to a) rely on changes to the regulatory framework that extend regulated revenue streams; b) aggressively cut costs to offset the sales decline; c) find growth in other areas.

 

The company has targeted growth in the B2B space in particular, and would need to find enough growth to get EBITDA back up to the low 20s to cover interest and $4m of principal payments. I have breakeven at around $23m EBITDA to deliver this, in other words in needs to find roughly $1.5m pa in EBITDA over the five years to basically survive.

 

Without the tax drag, the breakeven EBITDA number would fall to around $19-20m, meaning only $1m pa of other growth would need to be found.

 

Anyway, that's the downside on my numbers, it leaves me a little cautious. That said, management has done a good job with controllable factors b) and c) with some good cost cutting driving full year EBITDA growth last year and growth in B2B broadband and dark fiber sales. In addition, current valuations seem to be pricing in a 2020 drop to the mid- to high-teens EBITDA which basically gives no credit for prior management performance.

 

I have a small position but am in no real hurry to add without quizzing management on some of my more bearish assumptions. The CFO seems very good with investor relations so I'll get in touch with him in due course and report back anything of interest.

 

Appreciate any thoughts on my comments from those involved for longer in the name or sector.

 

I've written this in a rush as have to shoot off - so haven't had a chance to proof read and may have not structured it as well as I would have liked, hopefully this gets across some further thoughts of value.

 

 

 

 

 

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  • 2 months later...

Nice summary of situation.  Unless OTEL can find a way to increase revenues, I think there will be a restructuring to "right size" the balance sheet.  Right now the senior loan is trading at LIBOR plus 736bp so the interest rate is close to 9% using a swapped LIBOR curve.  Compared to ALSK with an LIBOR plus 450 on its senior debt debt and growing revenues & EBITDA or HCOM with a LIBOR plus 400.

 

These guys are doing the best with the hand they were dealt but with Cerberus providing the latest financing, I think they will have no qualms maybe even an incentive to force BK, a restructuring or an equity "take under" if the status quo scenario continues.  This reminds of other cases where the sub debt basically took over the company, Pulse Electronics being an example where the PE fund did a "take under" to the common shareholders.

 

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Hi Packer,

 

I'm probably less concerned about a default, not least because there is no trigger point for the next 4.5 years. The cash generation in the short to medium term is pretty strong so it's hard to see a missed coupon; clearly refinancing will be the next window for default.

 

I had a call with the CFO after the last set of results (not something I'd particularly recommend, the guy was really not forthcoming with any colour), but one thing that come out is that my expectation of interstate revenues falling to zero was incorrect. He wouldn't provide any colour or help me quantify it, but the idea of "bill and keep" is not designed to be a zero-earnings end point and so this high margin revenue stream should be materially better than my low-ball expectations. This in turn would mean my downside scenario of relativley fast falling EBITDA and rising leverage might not pan out.

 

In terms of window to next maturity, 4.5 years is actually a good amount of time to see if this business can stabilise EBITDA and that should drive a re-rating imo. Growth isn't really needed at valuations of 3.7x EBITDA with leverage at 3.2x - merely stopping material declines in EBITDA moving forward should be enough to re-rate the story, which in turn would open the company to ongoing deleveraging and a much cheaper source of financing. However, the lack of growth in the business segment is a concern to a possible growth story; some investment and commercial traction here would go down a treat.

 

Still only a relatively small position for me, but I'm cautiously positive on how the next few quarters / couple years pan out for this company.

 

UPDATE

I had a peek at the Term Loan 1 ($85m senior tranche) and this is currently trading at a cash price of 102.5 mid (offered at 103 1/8)  which is an 8% yield. I appreciate a restructuing would see the fulcrum piece in a restructuring through the second lien, which do not trade - the price on those would be interesting.

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In my experience (including BKs in this segment), with this level of debt until the revenue can grow the danger of restructuring is high.  The nature of the lenders (PE funds) also will most likely not give the company a break but rather take over the firm if a bump in the road happens.  The equity is a call option with a declining stock price (from declining value) and fixed or growing strike price (w the PIK interest).  The lack of a growth plan and the large amount of competition in the lower 48 states are also headwinds that others like HCOM, ALSK & GNCMA do not have.  IMO there are other melting ice cubes in the lower 48 including WIN and FTR.

 

The second lien debt has a 12% rate with a PIK and would most likely be the fulcrum security in any restructuring.  This may work out but a lot of things have to go right first of this is to have revenue growth.

 

Packer

 

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Actually giving this more of a think, as the cap structure is:

 

$85m 1st lien

$15m 2nd lien

 

Realistically if Otelco ended up in a situation where they had to restructure due to declining cash flows, I doubt a < $15m-$18m cut in debt (most of the sub interest is cash pay) by wiping out the subs only (currently 0.5x, maybe 1x in a restructuring) and leaving a residual $85m debt stack (perhaps down to $70-75m in a few years) would be sufficient to have "right sized" the balance sheet at that point.

 

Fulcrum security is probably the 1st lien...

 

That's actually one of the weirder things about this cap structure - the relative sizes of the two tranches. If I had been the sub debt, I would have pushed for it to be more like c$25m to protect against the danger of being totally wiped out. 1st liens have a way better deal in the cap structure (as do equity potentially), I think sub debt probably only pays off in a solvent scenario.

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Given the mezz debt is owned by a non Tier I player, they are probably along for the ride with Cerberus.  Cerberus is driving the bus and wanted to get a margin of safety for their position.  You are correct as the mezz debt level in Otelco is a higher EBITDA level than any of the growing rev comps like HCOM or ALSK. 

 

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  • 4 months later...
  • 11 months later...

Is anyone still following this? Here is my thinking...

 

I assume you all have been following the chatter on Seeking Alpha Board about the paperwork filed to refinance the entire capital structure with the Maine Public Utilities regulatory agency.  I think the stock goes higher on an accretive refi. Back of the envelope math here – the stock is trading at about 4x trailing (flattish) EBITDA; This run-up has been due to debt paydown, which will only be helped once they eliminate the 8.75% loan from Cerberus and the 14% loan from NewSpring.

 

I redid my math and I get a fair value of about $13 - $14 a share today. ~$93M in debt (gross) at 9.64% equals ~$8.9M in interest. If we assume they can get fresh debt at 6.5% (weighted average rate of what ALSK got), equals $6M in interest payments, saving $2.9M annually. Apply a 40% tax gives you incremental $1.75M of Net Income, or $0.51 a share. Apply OTEL’s trailing P/E multiple of 6.6x, gives you $3.38/share of equity value + $10 today = $13.38/share. Even then, the EV/EBITDA multiple would be 4.5x, which I think is reasonable assuming no takeout premium.

 

This is an orphaned security which I believe will ultimately get sold. Looking at the calendar, OTEL is late in scheduling the Q3 earnings call. I think it’s possible they are in deal talks and that's why the date has slipped. Suffice to say, I am still bullish here.

 

What does everyone else think?

 

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  • 2 weeks later...

Am closely following. The part I like the most is that due to the large amount of debt (and outrageous interest rates) they have to pay down debt with the entire FCF. It takes the capital allocation risk off the table. From there it's reasonable to assume that it gets re-rated\bought out at 5x EBITDA.  Given ~USD28m EBITDA run rate and current net debt of ~USD82m I think it could double from here within the next two years (or bought out before it could get there).

The refi could definitely be a catalyst and obviously a buyout could be a catalyst but even if they keep repaying their debt without eroding the EBITDA too much it could turn out quite ok.

I think  that the reason the opportunity exists is that it's so Illiquid and probably suitable only for small individual investors.

Risks - highly levered in a heavily regulated industry. Some parts of the business in a secular decline.

 

Earnings are due on November 6th

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Am closely following. The part I like the most is that due to the large amount of debt (and outrageous interest rates) they have to pay down debt with the entire FCF. It takes the capital allocation risk off the table. From there it's reasonable to assume that it gets re-rated\bought out at 5x EBITDA.  Given ~USD28m EBITDA run rate and current net debt of ~USD82m I think it could double from here within the next two years (or bought out before it could get there).

The refi could definitely be a catalyst and obviously a buyout could be a catalyst but even if they keep repaying their debt without eroding the EBITDA too much it could turn out quite ok.

I think  that the reason the opportunity exists is that it's so Illiquid and probably suitable only for small individual investors.

Risks - highly levered in a heavily regulated industry. Some parts of the business in a secular decline.

 

Earnings are due on November 6th

 

Thank you for the comments.

The earnings came out and they said the refinancing saves 3.5M per year starting from 2018.

https://www.sec.gov/Archives/edgar/data/1288359/000114420417056607/tv478406_ex99-1.htm

`

 

Highlights of Otelco’s new long-term debt agreement led by CoBank, ACB include:

 

· Five-year term loan of $87.0 million that replaces Otelco’s previous senior and subordinated term loans, the principal amounts of which had been reduced by $13.3 million since February 2016.

· Current interest rate of LIBOR plus an applicable margin (currently 4.50%), with reductions in the applicable margin as leverage declines, providing significant savings relative to Otelco’s previous debt facilities.

· $5.0 million undrawn revolving loan.

· Quarterly principal repayment of approximately $1.1 million.

· Ability to pay dividends to shareholders beginning in 2018, subject to compliance with certain covenants.

· Potential to expand the term loan by an additional $20.0 million.

· No prepayment penalties.

 

Key third quarter 2017 financial highlights for Otelco include:

 

· Total revenues of $16.9 million.

· Operating income of $4.9 million.

· Net income of $1.6 million.

· Consolidated EBITDA (as defined below) of $6.9 million.

 

The new facility reduces the effective interest rate on the Company’s debt by more than 400 basis points and supports Otelco’s continued focus on reducing leverage. The lower interest rate is expected to reduce cash interest expense in 2018 by more than $3.5 million compared with the former facilities. The new credit

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Let’s talk valuation with real numbers for a quick minute; wanted to compare notes to the group…According to my model, at $11.60 I show OTEL at with a 4.7x P/E, based on trailing 4 quarters an pro forma for the refinance.

 

Before the refinance, OTEL’s TTM EPS is $1.65 ($5.7M net income/ 3.4M shares). On a trailing basis they paid $10.4M in interest expense. With the new debt agreement, I estimate 2018 interest of $5.55M. The new debt cost is LIBOR (1.88%) + 450bp (4.5%) = 6.38% on $87M of term loan.

 

TTM EBITDA = $27M, TTM EBIT = $19.6M, PF Interest = $5.5, assuming 39% tax rate, I get a pro-forma Net Income of $8.5M, or PF EPS of $2.48 per share.

 

I argue that 4.7x is the WRONG P/E for a business with flattish EBITDA (~$27M), revenue in a manageable low single-digit decline, and cheaper debt.

 

You pick the multiple – 5.5x ($13.63), 6x ($14.87), or 7x ($17.34), the stock goes higher from here as the earnings power becomes clear in the coming quarters.

 

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