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Significant Accounting Policies (Policies)
9 Months Ended
Sep. 30, 2018
Accounting Policies [Abstract]  
Basis of Accounting, Policy [Policy Text Block]
Basis of Presentation and Principles of Consolidation
 
The condensed consolidated financial statements include the accounts of Otelco Inc. (the “Company”) and its subsidiaries, all of which are either directly or indirectly wholly owned. These include: Blountsville Telephone LLC; Brindlee Mountain Telephone LLC; CRC Communications LLC; Granby Telephone LLC; Hopper Telecommunications LLC; Mid-Maine Telecom LLC; Mid-Maine TelPlus LLC; Otelco Mid-Missouri LLC (“MMT”) and its wholly owned subsidiary I-Land Internet Services LLC; Otelco Telecommunications LLC; Otelco Telephone LLC (“OTP”); Pine Tree Telephone LLC; Saco River Telephone LLC; Shoreham Telephone LLC; and War Telephone LLC.
 
The accompanying condensed consolidated financial statements include the accounts of the Company and all of the aforesaid subsidiaries after elimination of all material intercompany balances and transactions. The unaudited operating results for the
three
months and
nine
months ended
September 30, 2018,
are
not
necessarily indicative of the results that
may
be expected for the year ending
December 31, 2018,
or any other period.
 
The condensed consolidated financial statements and notes included in this Quarterly Report on Form
10
-Q should be read in conjunction with the audited consolidated financial statements and notes thereto in the Company’s Annual Report on Form
10
-K for the year ended
December 31, 2017.
The interim condensed consolidated financial information herein is unaudited, with the condensed consolidated balance sheet as of
December 31, 2017,
being derived from the Company’s audited consolidated financial statements. The information reflects all adjustments which are, in the opinion of management, necessary for a fair presentation of the financial position and results of operations for the periods included in this report.
New Accounting Pronouncements, Policy [Policy Text Block]
Recently Adopted Accounting Pronouncements
 
In
May 2014,
the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”)
2014
-
09,
Revenue from Contracts with Customers (Topic
606
)
(“ASU
2014
-
09”
). This ASU requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU also provides a more robust framework for revenue issues and improves comparability of revenue recognition practices across industries. This ASU was the product of a joint project between the FASB and the International Accounting Standards Board to clarify the principles for recognizing revenue and to develop a common revenue standard. ASU
2014
-
09
permits the use of either a retrospective or modified retrospective application. This guidance was to be effective for fiscal years, and interim periods within those fiscal years, beginning after
December 15, 2016,
with early adoption
not
permitted. In
July 2015,
the FASB issued ASU
2015
-
14,
Revenue from Contracts with Customers (Topic
606
): Deferral of the Effective Date.
This ASU confirmed a
one
-year delay in the effective date of ASU
2014
-
09,
making the effective date for the Company the
first
quarter of fiscal
2018
instead of the
first
quarter of fiscal
2017.
 
In
March 2016,
the FASB issued ASU
2016
-
08,
Revenue from Contracts with Customers (Topic
606
): Principal versus Agent Consideration (Reporting Revenues Gross versus Net)
. This ASU is further guidance to ASU
2014
-
09,
and clarifies principal versus agent considerations. In
April 2016,
the FASB issued ASU
2016
-
10,
Revenue from Contracts with Customers (Topic
606
): Identifying Performance Obligations and Licensing.
This ASU is also further guidance to ASU
2014
-
09,
and clarifies the identification of performance obligations. In
May 2016,
the FASB issued ASU
2016
-
12,
Revenue from Contracts with Customers (Topic
606
): Narrow-Scope Improvements and Practical Expedients.
This ASU is also further guidance to ASU
2014
-
09,
and clarifies assessing the narrow aspects of recognizing revenue. In
December 2016,
the FASB issued ASU
2016
-
20,
Technical Corrections and Improvements to Topic
606,
Revenue from Contracts with Customers.
This ASU is also further guidance to ASU
2014
-
09,
and clarifies technical corrections and improvements for recognizing revenue.
 
In
January 2017,
the FASB issued ASU
2017
-
03,
Accounting Changes and Error Corrections (Topic
250
) and Investments-Equity Method and Joint Ventures (Topic
323
)
(“ASU
2017
-
03”
). This ASU requires registrants to evaluate the impact ASU
2014
-
09
will have on financial statements and adequately disclose this information to assist the reader in assessing the significance of ASU
2014
-
09
on the financial statements when adopted. The Company commenced its assessment of ASU
2014
-
09
beginning in
June 2016.
This assessment included analyzing ASU
2014
-
09’s
impact on the Company’s various revenue streams, comparing the Company’s historical accounting policies and practices to the requirements of ASU
2014
-
09,
and identifying potential differences from applying the requirements of ASU
2014
-
09
to the Company’s contracts. The Company has used a
five
-step process to identify the contract with the customer, identify the performance obligations, determine the transaction price, allocate the transaction price to the performance obligations and recognize revenue when or as the performance obligations are satisfied. The Company has implemented the appropriate changes to its business processes, systems and controls to support revenue recognition and disclosures under ASU
2014
-
09.
 
The Company adopted ASU
2014
-
09
at the beginning of its
2018
fiscal year using the modified retrospective method applied to those contracts which were
not
completed as of
January 1, 2018.
Prior period amounts have
not
been adjusted and continue to be reported in accordance with historic accounting standards in effect during those periods. The adoption of ASU
2014
-
09
and related amendments did
not
have a material impact on the Company’s condensed consolidated financial statements.
 
In
January 2016,
the FASB issued ASU
2016
-
01,
Financial Instruments - Overall (Subtopic
825
-
10
)
(“ASU
2016
-
01”
). This ASU addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. ASU
2016
-
01
requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet or in the accompanying notes to the financial statements. That presentation provides financial statement users with more decision-useful information about an entity’s involvement in financial instruments. The provisions of this ASU were to be effective for annual periods beginning after
December 15, 2017,
and interim periods within those years, with early adoption permitted. In
February 2018,
the FASB issued ASU
2018
-
03,
Technical Corrections and Improvements to Financial Instruments - Overall (Subtopic
825
-
10
),
which made targeted improvements to address certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. This ASU also confirmed a
six
-month delay in the effective date of ASU
2016
-
01,
making the effective date for the Company the
second
quarter of fiscal
2018
instead of the
first
quarter of fiscal
2018,
with early adoption permitted. The Company adopted ASU
2016
-
01
as of
March 31, 2018,
and that adoption did
not
have a material impact on the Company’s condensed consolidated financial statements.
 
In
August 2016,
the FASB issued ASU
2016
-
15
, Statement of Cash Flows (Topic
230
): Classification of Certain Cash Receipts and Cash Payments
. This ASU addresses how certain cash receipts and cash payments are presented and classified in the statement of cash flows under Topic
230,
Statement of Cash Flows, and other Topics. This ASU is effective for annual reporting periods, and interim periods therein, beginning after
December 15, 2017,
with early adoption permitted. The Company adopted this ASU and that adoption did
not
have a material impact on the Company’s condensed consolidated financial statements.
 
In
May 2017,
the FASB issued ASU
2017
-
09,
Compensation-Stock Compensation (Topic
718
)
(“ASU
2017
-
09”
). ASU
2017
-
09
provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Accounting Standards Codification (“ASC”) Topic
718,
Stock Compensation
. ASU
2017
-
09
is effective for fiscal years beginning after
December 15, 2017,
and interim periods within those fiscal years. Early adoption is permitted for any interim period for which financial statements have
not
been issued. ASU
2017
-
09
should be applied prospectively to an award modified on or after the adoption date. The Company adopted this ASU and that adoption did
not
have a material impact on the Company’s condensed consolidated financial statements.
 
In
May 2017,
the FASB issued ASU
2017
-
10,
Service Concession Arrangements (Topic
853
)
(“ASU
2017
-
10”
). The objective of this ASU is to specify that an operating entity should
not
account for a service concession arrangement that meets certain criteria as a lease in accordance with ASC Topic
840,
Leases
. ASU
2017
-
10
further states that the infrastructure used in a service concession arrangement should
not
be recognized as property, plant, and equipment of the operating entity. The provisions of this ASU are effective for annual periods beginning after
December 15, 2017,
and interim periods within those years, with early adoption permitted. The Company adopted this ASU and that adoption did
not
have a material impact on the Company’s condensed consolidated financial statements.
 
In
March 2018,
the FASB issued ASU
2018
-
05,
Income Taxes (Topic
740
)
. The objective of this ASU is to amend ASC
740,
Income Taxes to reflect Staff Accounting Bulletin
No.
118,
issued by the staff of the Securities and Exchange Commission (“SAB
118”
), which addresses the enactment of the Tax Cuts and Jobs Act (the “Tax Act”). SAB
118
outlines the approach companies
may
take if they determine that the necessary information is
not
available (in reasonable detail) to evaluate, compute, and prepare accounting entries to recognize the effects of the Tax Act by the time the financial statements are required to be filed. Companies
may
use this approach when the timely determination of some or all of the income tax effects from the Tax Act are incomplete by the due date of the financial statements.  A reporting entity must act in good faith and update provisional amounts as soon as more information becomes available, evaluated and prepared, during a measurement period that cannot exceed
one
year from the enactment date. Initial reasonable estimates and subsequent changes to provisional amounts should be reported in income tax expense or benefit from continuing operations in the period in which they are determined.  As of
December 31, 2017,
the provisional amount recorded related to the remeasurement of the Company’s deferred tax liability balance was
$9.3
million and reflected a
one
-time reduction in the Company’s income tax provision.
 
Recent Accounting Pronouncements
 
During
2017,
the FASB issued ASUs
2017
-
01
through
2017
-
15
and, during
2018,
the FASB has issued ASUs
2018
-
01
through
2018
-
15.
Except for the ASUs discussed above and below, these ASUs provide technical corrections or simplifications to existing guidance and to specialized industries or entities and therefore have minimal, if any, impact on the Company.
 
In
February 2016,
the FASB issued ASU
2016
-
02,
Leases (Topic
842
)
(“ASU
2016
-
02”
)
.
This ASU requires lessees to recognize most leases on the balance sheet. The provisions of this guidance are effective for annual periods beginning after
December 15, 2018,
and interim periods within those years, with early adoption permitted. In
January 2017,
the FASB issued ASU
2017
-
03,
which requires registrants to evaluate the impact ASU
2016
-
02
will have on financial statements and adequately disclose this information to assist the reader in assessing the significance of ASU
2016
-
02
on the financial statements when adopted. In
January 2018,
the FASB issued ASU
2018
-
01,
Leases (Topic
842
): Land Easement Practical Expedient for Transition to Topic
842
. This ASU provides an optional transition practical expedient to
not
evaluate under ASU
2016
-
02
existing or expired land easements that were
not
previously accounted for as leases under ASC Topic
840,
Leases
. An entity that elects this practical expedient should evaluate new or modified land easements under ASU
2016
-
02
beginning at the date that the entity adopts ASU
2016
-
02.
In
July 2018,
the FASB issued ASU
2018
-
10,
Codification Improvements to Topic
842,
Leases,
which provides improvements and clarifications for ASU
2016
-
02.
In
July 2018,
the FASB issued ASU
2018
-
11,
Leases (Topic
842
):
Targeted Improvements
. This ASU provides an additional transition method by allowing entities to initially apply the new lease standard at the date of adoption. This ASU also gives lessors the option of electing, as a practical expedient by class of underlying asset,
not
to separate the lease and nonlease components of a contract when those lease contracts meet certain criteria. The Company is evaluating the requirements of this guidance and implementing the processes necessary to adopt ASU
2016
-
02.
The Company will adopt ASU
2016
-
02
on the effective date of
January 1, 2019.
While the Company continues to assess all of the effects of adoption, the Company currently believes the most significant effects relate to the recognition of new right-of-use assets and lease liabilities on the balance sheet for real estate operating leases, and providing significant new disclosures about the Company’s leasing activities.
 
In
January 2017,
the FASB issued ASU
2017
-
04,
Intangibles-Goodwill and Other (Topic
350
)
(“ASU
2017
-
04”
). The objective of this ASU is to simplify how an entity is required to test goodwill for impairment by eliminating Step
2
from the goodwill impairment test. ASU
2017
-
04
is effective for fiscal years beginning after
December 15, 2019,
and interim periods within those fiscal years. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after
January 1, 2017.
The Company does
not
expect this ASU to have a material impact on its condensed consolidated financial statements.
 
In
June 2018,
the FASB issued ASU
2018
-
07,
Compensation –
Stock Compensation (Topic
718
)
.
This ASU expands the scope of ASU
2017
-
09,
which currently only includes share-based payments issued to employees, to also include share-based payments issued to nonemployees for goods and services. The amendments in this ASU are effective for public companies for fiscal years beginning after
December 15, 2018,
and interim periods within those fiscal years.  Early adoption is permitted, but
no
earlier than the Company’s adoption date of ASU
2014
-
09.
The Company does
not
expect this ASU to have a material impact on its condensed consolidated financial statements.
 
In
August 2018,
the FASB issued ASU
2018
-
13,
Fair Value Measurement (Topic
820
)
(“ASU
2018
-
13”
)
.
This ASU modifies the disclosure requirements on fair value measurements in ASU
2018
-
13,
based on the concepts in the Concepts Statement, including the consideration of costs and benefits. This ASU eliminates, adds and modifies certain disclosure requirements for fair value measurements as part of its disclosure framework project. ASU
2018
-
13
is effective for fiscal years beginning after
December 15, 2019,
and interim periods within those fiscal years. An entity is permitted to early adopt any removed or modified disclosures upon issuance of this ASU and delay adoption of the additional disclosures until their effective date. The Company does
not
expect this ASU to have a material impact on its condensed consolidated financial statements.
Refinancing Policy [Policy Text Block]
2017
Refinancing
 
On
November 2, 2017,
the Company refinanced its senior loan agreement with Cerberus Business Finance, LLC (the “Senior Loan Agreement”) and its subordinated loan agreement with NewSpring Mezzanine Capital III, L.P. (the “Subordinated Loan Agreement”) with a new
$92
million,
five
-year credit facility from a consortium of banks led by CoBank, ACB (the “New Credit Facility”). The New Credit Facility includes an
$87.0
million term loan and a
$5.0
million revolving loan, which is undrawn. The New Credit Facility also includes a
$20.0
million accordion feature that could be used to increase the term-loan portion of the New Credit Facility. Proceeds from the New Credit Facility and cash on hand were used to pay all amounts due in respect of principal, interest, prepayment premiums and fees under the Senior Loan Agreement and the Subordinated Loan Agreement, as well as fees associated with the transaction. The Company recorded costs of
$28
thousand and write-off of loan costs of
$3.7
million in connection with this refinancing.