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Executives

Kevin Inda – IR

Alan Wells – Chairman and CEO

Craig Knock – VP, CFO, and Treasurer

Analysts

Dave Coleman – RBC Capital Markets

Chris King – Stifel Nicolaus

Simon Flannery – Morgan Stanley

Patrick Rien – Lehman Brothers

Jason Fraser [ph] – Raymond James

Michael Nelson – Stanford Group

Iowa Telecommunications Services Inc. (IWA) Q2 2008 Earnings Call Transcript August 1, 2008 9:00 AM ET

Operator

Good day and welcome to the Iowa Telecom conference call. Today's call is being recorded. At this time, for opening remarks and introductions, I would like to turn the call over to Mr. Kevin Inda. Please go ahead, sir.

Kevin Inda

Thank you, Yolanda, and welcome to this Iowa Telecom conference call to review the company's results for the second quarter which ended June 30th which were released this morning. During today's call, we will refer to certain non-GAAP financial measures and we have reconciled these measures to GAAP figures in our earnings release, which is available on our web site at iowatelecom.com. Conducting the call today will be Alan Wells, Chairman and Chief Executive Officer and Craig Knock, Vice President, Chief Financial Officer, and Treasurer.

Before we start, let me offer the cautionary note. This call contains forward-looking statements that are not based on historical facts including, without limitations, statements containing the words believes, may, plans, will, estimate, continue, anticipates, intends, expects, and similar expressions. Such forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause actual results, events or developments to be materially different from future results, events or developments described in the forward-looking statements. Such factors include those risks described in Iowa Telecom's Form 10-K on file with the SEC.

These factors should be considered carefully and listeners are cautioned not to place undue reliance on such forward-looking statements. All information is current as of the date of this conference call and Iowa Telecom undertakes no duty to update this information.

With that stated, I'll turn the call over to Alan Wells.

Alan Wells

Thank you, Kevin, and good morning. We're glad you joined us this morning as we review our results for the second quarter. I would like to take a few minutes to focus on our operational and financial highlights, and then update you on several events which occurred during the quarter. Craig Knock, our CFO, will then review the financial results in some more detail and we'll then take your questions.

Overall, we are very pleased with our solid business results for the second quarter. As you likely know, during the quarter we faced some very challenging weather conditions. We are extremely (inaudible) the historic flooding that occurred in June throughout parts of Iowa at only a minimal impact on our operations as we do not have facilities in many of the areas where the most significant flooding occurred.

Our biggest challenges were in two small towns we serve which had significant flood damage throughout their communities. Greene, Iowa which is approximately 500 access lines was out of service for three days while Oakville, Iowa with approximately 300 access lines was out of service for over two weeks. Our service technicians were able to fix and restore service in these communities once authorities allowed access back into the areas and did a remarkable job of maintaining service in other markets for the (inaudible) operations.

We also experienced washouts of our cable in other communities that experienced flooding but the overall damage was fairly modest in light of the situation. I’m very proud of all of our employees who not only went beyond the call of duty to maintain our customer’s communication services but whom were also quick to help out our fellow Iowans in the time of need.

In terms of our financial highlights, total revenue for the quarter was $58.2 million. Operating income for the quarter was $68.6 million. Our adjusted EBITDA was $30.3 million. Our net income was $5.3 million or $0.16 per diluted share.

Our results for the quarter were negatively impacted by a $1.5 million revenue reduction related to a network access billing matter, while in comparison to our second quarter 2007 results included a $980,000 favorable revenue impact for the settlement of a similar matter. In addition, we incurred approximately $250,000 of cost during the quarter related to flood restoration efforts.

Our income tax expense for the quarter was $4 million compared with $4.8 million a year ago. Craig will elaborate on income taxes during his remarks, but it is important to note that this income tax charge is primarily non-cash in nature and thus, does not impact either our cash flow or ability to pay dividends. Despite this income tax charge in the income statement, our actual cash payments for income taxes during the quarter were only $143,000, reflecting the usage of both our net operating losses and our continued goodwill amortization for tax purposes.

Our capital expenditures were $7.1 million in the second quarter and were in line with our expectations. For 2008, we continue to expect our capital spending for the year to be similar to our 2007 levels, and will be between $27 million and $29 million. This is an increase of $1 million over our prior guidance and is due to both expected capital expenditures for our latest acquisition, Bishop Communications, and anticipated capital expenditures related to flood damage.

Interest expense for the quarter, excluding amortization of debt issuance cost, was $7.3 million. For the year, we continue to expect cash interest expense of between $29 million and $31 million, although we expect it will be near the upper end of the range as a result of additional interest on debt association with our Bishop acquisition.

Overall, our financial performance for the quarter was strong, reflecting the continued success of our DSL service and our ability to control expenses and maintain our margins.

Our total access line loss was 3,700 lines during the quarter as ILEC lines declined by 4,300 lines and CLEC lines increased by 600 lines. This compares to a loss of 400 ILEC lines and an increase of 300 CLEC lines from the first quarter. Consistent with the prior several quarters, we believe much of our ILEC line losses are attributable to increased cable competition in several of our markets as well as to wireless substitution.

We have seen no major changes in Mediacom's offering since our last conference call, and continue to believe they are primarily focused on residential customers within the city limits of our ILEC markets where they have launched service.

We continue to respond to the offers of Mediacom and other competitors with our bundled DSL and video offerings which we believe are proving to be a low cost, attractive alternatives to our customers.

Our DSL product continues to grow as are our bundled products. We added 1,800 DSL customers during the quarter, down somewhat from the first quarter. Our second quarter DSL additions had historically been softer and we believe the extreme weather we experienced also impacted DSL additions during the quarter.

During the quarter, an important development occurred on the regulatory front which should help us strengthen our competitive position. As we previously discussed, our residential and single line business rates were price regulated under a plan approved by the Iowa legislature several years ago. These rates were to be deregulated on July 1, 2008, unless the Iowa Utilities Board concluded that a two-year extension of price regulation was warranted.

During the quarter, the IUB conducted proceedings to determine the need for such an extension and concluded that an extension was not necessary. As a result, all of our retail rates are now deregulated, but we have no immediate plans to modify our existing rates. We now have the flexibility to adjust our rates quickly as needed to respond to competition or for other reasons.

Looking ahead, we intend to continue our focus on free cash flow by increasing our sales with additional enhanced services such as DSL and our bundled offerings. We also intend to continue to expand our CPE and data services to business customers.

In addition to our competitive local exchange carrier subsidiaries, we intend to continue to selectively pursue costumers in markets in proximity to our existing markets.

And finally, we will continue to pursue selective acquisitions that are in line with our free cash flow focus and that clearly meet our criteria for acquisitions to be accretive to cash flow on a per share basis such as our recently closed acquisition of Bishop Communications.

As most of you know, we closed the Bishop transaction on July 18th and the purchase price of the stock was approximately $43.9 million along with certain balance sheet adjustments. As a reminder, Bishop serviced approximately 16,600 access lines, 4,800 high-speed Internet customers, and 3,800 video subscribers.

For the year ended December 31, 2007, Bishop generated revenues of $19.6 million and adjusted EBITDA of approximately $5.7 million. Bishop’s Lakedale Telephone subsidiary provides ILEC services to customers in six rural Minnesota exchanges, five of Lakedale's six exchanges are contiguous including Annandale, Maple Lake, Montrose, Waverly, and South Haven.

The contiguous exchanges are located approximately 45 miles northwest of the twin cities, and 25 miles south of St. Cloud. The remaining exchange, Paynsville, is located 20 miles northwest of the contiguous exchanges. We are very excited about this transaction. Bishop is a well run operation, covering 370 square miles of Central Minnesota and will serve as an important cornerstone as we continue to expand our communication services throughout the midwest.

In summary, we are very pleased with our performance during the first six months of the year. I will now turn the call over to Craig Knock to review our second quarter financial and operating results in more detail. Craig?

Craig Knock

Thank you, Alan, and good morning everyone. Since you have access to our full news release, let me review certain of the financial highlights and then we will take your questions.

Overall, operating revenues for the quarter were $58.2 million compared with $62.7 million in the second quarter of 2007, reflecting a decrease of $4.6 million or 7.3%. As Alan mentioned, revenues this quarter were negatively impacted by a $1.5 million revenue reduction related to a network access billing matter while comparatively, our second quarter 2007 results included a $980,000 favorable revenue impact from the settlement of a similar matter.

Excluding these items, total revenues decreased approximately $2.1 million or 3.4%. Local service revenues decreased $1.3 million or 7.1% for the quarter. The decrease is primarily due to the decline of access lines. However, this was partially offset by higher revenue from our CLEC operations. Network access revenues decreased $4.4 million or 17.8% for the quarter.

As previously discussed, the decrease was partially due to $1.5 million revenue reduction in the current period and the $980,000 favorable impact in the prior year quarter, with the balance the result of the decline in access lines. Long distance revenues increased by $394,000 or 7.5% for the quarter. The increase in revenue was due to higher revenue from customer connection charges, partially offset by fewer long distance customers. Data and Internet services increased by $1.1 million or 15.2% for the quarter. The increase was primarily due to growth in our DSL Internet access revenue which increased $1.3 million and growth in our data solutions products of $273,000, partially offset by declines in our dial-up business.

Other services and sales decreased by $346,000 or 5.2% for the quarter. The revenue decrease was primarily due to a decrease in rental income, but partially offset by higher miscellaneous customer fees. Operating income was $16.6 million for the quarter compared to $19.2 million a year ago. Our total operating cost expenses decreased $2 million or 4.6% for the quarter. Cost of services and sales decreased $1.5 million or 7.2% due to a $947,000 decline in access expense.

SG&A cost decreased $971,000 compared to a year ago, primarily as a result of lower employee-related cost. Depreciation and amortization increased $435,000 or 3.6% due to higher client [ph] balances.

Interest expense decreased $502,000 or 6.3% for the quarter. This was due to lower average balance on our revolving credit facility and lower rates on our variable rate debt. In terms of income tax expense, we reflected $4 million in book income tax expenses during the quarter compared to $4.8 million last year. The recorded book tax expense did not impact the cash taxes paid during the quarter.

Again, let me remind everyone as it relates to cash income taxes, the book accounting for income tax expense do not change our outlook for paying cash income taxes as we continue to expect the overwhelming majority to be deferred.

Again, we have a very strong tax shield position driven by our continued goodwill amortization at the rate of approximately $40 million per year through June 2015, coupled with our existing NOL of approximately $146.1 million.

Both of these items will shield us from material cash income taxes for a good number years. However, as we previously disclosed, we may be required to pay AMT cash taxes in the near term and as noted in the release, we paid cash income taxes of $143,000 during the second quarter. The bottom line for us this quarter was net income of $5.3 million or diluted earnings per share of $0.16 compared with $6.6 million or diluted earnings per share of $0.20 a year ago.

Our adjusted EBITDA, as defined in the credit agreement and reconciled in our press release, was $30.3 million for the quarter compared with $32.2 million a year ago. Our adjusted EBITDA for the 12 months ended June 30, 2008 was $127.2 million.

I'd like to take a minute now to discuss our debt and related interest expense. As of June 30, 2008, we had outstanding $477.8 million to senior debt under the term facilities and $1 million drawn under our $100 million revolving credit facility, which are offset by $7.8 million of RTFC capital certificates and $4.1 million of cash.

Our net debt or adjusted total debt as defined in the credit agreement was $466.9 million at quarter end. That level of adjusted total debt correlates to the leverage ratio as defined in the credit agreement of approximately 3.7 times. Our cash interest expense as defined in the credit agreement was on track with our expectations for the quarter at $7.3 million.

For 2008 guidance, we continue to expect that our cash interest expense will be between $29 million and $31 million, although we expect it to be near the upper end including the additional interest cost related to the Bishop acquisition.

Turning to our capital expenditures for the quarter, our capital expenditures were $7.1 million. As Alan indicated, we now expect that our 2008 capital expenditures will be between $27 million and $29 million, an increase of $1 million to include capital expenditures at Bishop and to cover potential additional flood restoration.

Also during the quarter, we funded the remaining amount of $4 million on the purchase of the 700 megahertz licenses that we talked about last quarter.

Now, I’d like to summarize our cash sources and uses for the last 12 months that demonstrate the strength of our ability to pay dividends. Starting with adjusted EBITDA of $127.2 million and deducting cash interest expense of $30.5 million, capital expenditures of $26.7 million, and cash income taxes of $338,000, results in $69.7 million in cash available for dividends. At our dividend of $1.62 per share, we paid dividends of $51.6 million.

Thus, for the trailing 12 months, our payout ratio over our free cash flow was approximately 74.1%. It is also equally important to note that as of June 30, 2008, we had cumulative distributable cash or actual dividend capacity as defined in our credit agreement of approximately $83.7 million, or said another way, well over 1.5 year's dividend requirement. Overall, we are very pleased with our results for the quarter.

Operator, now we will answer any questions. Kindly provide instructions for the Q&A.

Question-and-Answer Session

Operator

(Operator instructions) We’ll take our first question from Dave Coleman with RBC Capital Markets

Dave Coleman – RBC Capital Markets

Thank you very much. Just a couple of question, just the $1.5 million revenue adjustment during the quarter, is that a one-time item or does that reset the network access revenue flying lower for future quarters? And then could you update us on synergies from the Bishop acquisition?

Craig Knock

Okay. Good morning, Dave. Yes, that $1.5 million was largely relating back over the past couple of years dispute. It will have nominal effect prospectively but it’s largely a couple of year dispute. And relative to the Bishop synergies, as you know, we just closed on July 18th. We haven’t formally put out any numbers relative to synergies. I think we had some discussion in the past that other transactions would yield 5% to 15% of revenues at Bishop. The midpoint on out would be roughly $2 million but, again, we haven’t put out any formal numbers on that and we’ll update that as we start to integrate Bishop over the next couple of quarters.

Dave Coleman – RBC Capital Markets

Okay. And then just a quick follow-up, you raised ’08 CapEx $5 million for the Bishop transaction. Any sort of longer term CapEx initiatives ’09, 2010 that could lead to, I guess, with the Bishop acquisition that could lead to higher CapEx in those years?

Craig Knock

No. In fact, we raised it both, as Alan pointed out, for the step up in Bishop as well as to cater to any one-time flood restoration cost. So, it won’t have a material impact on our CapEx prospectively.

Dave Coleman – RBC Capital Markets

No major or any major CapEx initiatives with Bishop down the line?

Craig Knock

None on the horizon right now.

Dave Coleman – RBC Capital Markets

Okay. And then just a final question, any plans contemplated for the 700 megahertz spectrum at this time, whether you’d be going to pick up [ph] 4G Network or look to over build with voice.

Alan Wells

Dave, this is Alan. We continue to kind of monitor other folks or thinking about an announcement of our 700 megahertz. But at this point, we have no immediate plans to employ either a 700 MHz or AWS spectrum. We just continue to evaluate how the market for that evolves and we think it gives us flexibility to pursue something down the road if we decide it makes sense.

Dave Coleman – RBC Capital Markets

Great, thank you very much.

Operator

We’ll take our next question from Chris King with Stifel Nicolaus.

Chris King – Stifel Nicolaus

Good morning guys. Just a quick question on the Bishop properties once again, kind of assuming with the number of CLEC lines as a portion of the total access lines as well as with the video subscribers, but that’s probably a little bit of the slightly lower EBITDA margin than your current Iowa assets around the 52% to 54% range right now. Just wondering if you could quantify that at least in a ballpark fashion for us in terms of what we should be modeling going forward for those roughly $25,000 total connections. Thanks.

Alan Wells

Yes, good morning, Chris. If you look back at the release on the 18th of July or say we could put EBITDA or adjusted EBITDA on their $5.7 million over $19.6 million of revenue, so you can get to EBITDA margins just short of 30%. And as you point out, compared to ours, north of 50%, I think that we have ample opportunity to certainly look at cost at the Bishop entity.

Chris King – Stifel Nicolaus

Is this something that we could assume, could approach that kind of a 40% margin or so over the course of the next 12 months? Is that reasonable -- ?

Alan Wells

I would say that certainly after 12 months, we'll continue to update folks. But again, if you are factor in some levels of synergies, obviously the EBITDA margin has to go up.

Chris King – Stifel Nicolaus

Okay, thank you very much.

Alan Wells

Thank you

Operator

We’ll hear next from Simon Flannery with Morgan Stanley.

Simon Flannery – Morgan Stanley

Okay, thanks. Good morning. Could you talk a little bit about the Iowa economy? I see unemployment is being well below the national average. What are you seeing in terms of customer behavior which I certainly heard from some of the other carriers how they've seen more cautious customer behavior, weakness in demand for broadband and things like that. And I don’t know if there is any follow through from the floods in terms of bad debts or anything that you might have noted from that, not specifically in your damage from the floods, but just a weaker economy as a sort of secondary effect.

And then on broadband, if you could just give a sense of what sort of speed tiers you are seeing demand for from the customers. Thanks.

Alan Wells

Good morning, Simon. This is Alan. I'll take the first one, and Craig will talk about the second one. As far as the economy and the flooding, I think that as we've discussed previously, I think our Iowa economy probably didn’t have the same volatility that some of the economies throughout the rest of the nation has. I think we've seen some downward check in the economy, just like everybody else has in the nation. But I think the farmer economy overall has stayed pretty high. As you've seen corn prices increase, I think that’s probably obviously helped the Iowa economy. The flood obviously will have some negative impact on it but thus far, I haven’t seen a huge impact on the economy. As you stated, the unemployment rates are very low in Iowa compared to the nation. So I think overall we’re probably weathering the economic storm as well as anybody is. As far as bad debts on play [ph], I think we haven’t seen much of an impact at this point.

Craig Knock

No, to take all that, we've obviously focused in on the communities that were hurt and communities that were adjacent to towns like Cedar Rapids and others that perhaps had more impact and we haven’t seen any noticeable uptick in the residential side for sure. Relative to the broadband, similar to the message from past quarters, we continue to roll out our extreme DSL which again, it goes up to15 megs and as you are closer to the central office and then declines thereafter. But that has met with a reasonable reception in the continued towns that we’re continuing to push it out to. We understand Mediacom has stepped up broadband in some areas, but our customers don’t seem to be demanding the huge speeds like perhaps they experienced more so in more Metro areas.

Simon Flannery – Morgan Stanley

Okay, thank you.

Operator

(Operator instructions) We'll hear next from Patrick Rien with Lehman Brothers.

Patrick Rien – Lehman Brothers

Good morning and thanks for taking the question. Just a couple of quick ones, first, could you give us the leverage or net leverage ratio following the Bishop transaction and then remind me what the rate is on the revolver that you used to finance that? And then also in looking at Bishop and you announced that back in February, I'm just wondering if you could comment on what you are seeing in terms of other types of transactions like that, what may have been their motivation for selling at this point? Was it -- are they starting to get competition or regulatory issues or just something specific to that firm, or is it something broader that you may see with other companies around the area? Thank you.

Alan Wells

Good morning, Patrick. I'll take those in reverse order. I'll probably do the first one and Craig do the other one. In terms of Bishop, I think Bishop was a family-owned company that had been in the family quite some time. And I think as they were doing some financial planning and also looking at the future that I think they can reach the conclusion it's in their best interest to look for a transaction. We are pleased that he was [ph] with us. I think on the broader question, I think we see a little more interest in folks exploring alternatives for owning their operations. As you know, there are 150 small companies in Iowa and many others throughout the Midwest. So, I think there's been a lot of discussion, a lot written about InterCare [ph] can't perform, the others have performed and other things that are changing in the marketplace. I think probably more folks are pondering their future now than maybe were 12 months ago. So we think that bodes well for us, though, the future we hope.

Craig Knock

Okay. And Patrick, the rest of the Bishop transaction, if you will, we actually ended up funding it in part roughly $33 million with -- under the revolver, and our revolver again is based at LIBOR plus 200. And the one-month LIBOR when we funded all in was 4.47%. Again, that's floating right now. The remainder of it was debt that was in place at Bishop which has an all-in rate of roughly 7% or 7.2% actually. So, you take those two rates into effect and you overlay the leverage. The leverage actually moves up about two-tenths of a turn when you factor in the pro forma EBITDA. And so, it doesn’t move our overall risk or leverage ratio, not very much.

Patrick Rien – Lehman Brothers

Okay, just higher [ph] four times?

Craig Knock

Yes. It probably rounds down to 3.9 actually.

Patrick Rien – Lehman Brothers

Okay. And one follow-up. Where your equity is trading right now, just on your dividend, you're looking – It seems more expensive than your debt, so financially debt makes sense? But when you go to these businesses, do they prefer cash versus equity, or how do you think about that?

Alan Wells

I think it's probably, specifically the sellers' interest level in continuing stock in this sector and also their tax position. I think it's really unique (inaudible) transactions. So obviously, we're mindful of our ability to use either equity or cash through debt financing and we considered it. (inaudible) to us as well.

Patrick Rien – Lehman Brothers

Great, thanks a lot guys.

Operator

We'll hear next from Jason Fraser [ph] with Raymond James.

Jason Fraser – Raymond James

Hey, good morning. I was wondering if you could talk a little bit about satellite adds and how those have been trending? I mean, what percent of your base currently has a satellite bundle? And then second just on the CLEC market, your outlook there and how things have been trending over the last couple of quarters or couple of months? That’d be great, thanks.

Craig Knock

Okay. Good morning, Jason. First on the satellite, that is one area that we still haven’t broken out particular ads frankly for competitive reasons. And secondly, the other reason is we don’t make a whole lot of incremental margin on the satellite but towards part of our overall bundle and package, a defensive measure. But we will consider that as those ads continue to increase. We are pleased with the acceptance of this product and frankly, pleased with DISH and their partnership with us. They've been working with us a lot more like others in the RLEC industry over the last couple of years.

Moving on to your CLEC question, again, we had reasonable adds, net adds for the quarter but probably the larger focus and the theme that we've had over the last year or so is we have a much larger focus on business customers and churning off the residential customers. And in fact, during the quarter, we passed over 50% of our base of 20,000 odd is now business customers. So they obviously now have a higher ARPU, lot stickier, churn less. And so, we're pleased with the CLEC so for and we still think that we've continued growth in the markets that we're going into right now.

Jason Fraser – Raymond James

Okay, great. Thank you so much.

Operator

(Operator instructions) We'll hear next from Michael Nelson with Stanford Group.

Michael Nelson – Stanford Group

Yes, thanks for taking the question. The question is regarding your ILEC business. I was wondering if it's possible to break down either quantitatively or qualitatively, what part of your ILEC access line declines are coming from economic pressures and what part are coming from competitive pressures? Thanks.

Allan Wells

Yes, that's certainly the toughest question out there. What we just don’t – we try to identify as best we can relative to markets that we do have competition in, whether it's from a CLEC that has been around for several years or from cable or Mediacom largely, and again we Mediacom's in roughly 35-ish percent overlay with us at this point. And then lastly, the wireless substitution has been probably the key item out there. Economic pressure, we don't try to categorize them in such a fashion like that. Again, wireless, cable overbills have been the primary reasons for our access line loss. And again, that’s largely been in residential customers.

Michael Nelson – Stanford Group

Thanks, good luck.

Operator

And gentlemen, seeing no further questions, I’ll turn the conference back over to you for any additional or closing comments.

Allan Wells

Okay, thank you. Thank you again for joining us this morning. We appreciate your time. We welcome your questions and hope you can join us again on the next quarter’s call. Thank you.

Operator

That does conclude today's conference. Thank you all once again for your participation and have a great day.

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