solidated munications (CNSL) - 2019 Q3 - Quarterly Report

PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS This section presents unaudited condensed consolidated financial statements and detailed notes on accounting policies, revenue, investments, debt, leases, equity, and pension plans Condensed Consolidated Statements of Operations The company reported a net income of $0.389 million for the quarter ended September 30, 2019, a significant improvement from a net loss of $14.815 million in the prior year | Metric (in thousands) | Q3 2019 | Q3 2018 | 9M 2019 | 9M 2018 | |:----------------------|:------------|:------------|:------------|:------------| | Net revenues | $333,326 | $348,064 | $1,005,507 | $1,054,324 | | Income from operations| $23,542 | $748 | $54,562 | $15,414 | | Net income (loss) | $389 | $(14,815) | $(14,109) | $(36,573) | | EPS (basic & diluted) | $0.00 | $(0.21) | $(0.21) | $(0.53) | | Dividends per share | $0.00 | $0.39 | $0.39 | $1.16 | Condensed Consolidated Statements of Comprehensive Income (Loss) Total comprehensive loss attributable to common shareholders for the quarter ended September 30, 2019, was $(1.529) million, compared to a comprehensive income of $0.185 million in the prior year | Metric (in thousands) | Q3 2019 | Q3 2018 | 9M 2019 | 9M 2018 | |:----------------------|:------------|:------------|:------------|:------------| | Net income (loss) | $389 | $(14,815) | $(14,109) | $(36,573) | | Change in fair value of derivatives, net of tax | $(2,110) | $4,975 | $(20,945) | $13,596 | | Total comprehensive income (loss) attributable to common shareholders | $(1,529) | $185 | $(34,187) | $(9,928) | Condensed Consolidated Balance Sheets As of September 30, 2019, total assets were $3.443 billion, a decrease from $3.535 billion at December 31, 2018 | Metric (in thousands) | Sep 30, 2019 | Dec 31, 2018 | |:----------------------|:-------------|:-------------| | Total current assets | $185,449 | $198,143 | | Property, plant and equipment, net | $1,861,033 | $1,927,126 | | Goodwill | $1,035,274 | $1,035,274 | | Total assets | $3,443,301 | $3,535,261 | | Total current liabilities | $258,381 | $283,614 | | Long-term debt and finance lease obligations | $2,285,177 | $2,303,585 | | Total liabilities | $3,083,597 | $3,119,607 | | Total shareholders' equity | $359,704 | $415,654 | Condensed Consolidated Statements of Changes in Shareholders' Equity Shareholders' equity decreased from $415.654 million at December 31, 2018, to $359.704 million at September 30, 2019, primarily due to cash dividends and other comprehensive loss | Metric (in thousands) | Dec 31, 2018 | Sep 30, 2019 | |:----------------------|:-------------|:-------------| | Balance at period start | $415,654 | $415,654 | | Cash dividends on common stock | $(27,356) | $(27,356) | | Shares issued under employee plan, net of forfeitures | $9 | $9 | | Non-cash, share-based compensation | $1,498 | $1,498 | | Other comprehensive income (loss) | $(6,446) | $(6,446) | | Net income (loss) | $(7,265) | $(7,265) | | Balance at period end | $359,704 | $359,704 | Condensed Consolidated Statements of Cash Flows Net cash provided by operating activities decreased by $15.4 million to $248.6 million for the nine months ended September 30, 2019, compared to the same period in 2018 | Metric (in thousands) | 9M 2019 | 9M 2018 | |:----------------------|:------------|:------------| | Net cash provided by operating activities | $248,637 | $264,036 | | Net cash used in investing activities | $(170,121) | $(163,893) | | Net cash used in financing activities | $(81,937) | $(111,974) | | Change in cash and cash equivalents | $(3,421) | $(11,831) | | Cash and cash equivalents at end of period | $6,178 | $3,826 | 1. Summary of Significant Accounting Policies The company provides communication solutions across a 23-state service area, leveraging an advanced fiber network, and has adopted several new accounting standards - The Company provides communication solutions to consumer, commercial, and carrier customers across a 23-state service area, leveraging an advanced fiber network spanning over 37,000 fiber route miles[22][23] - Effective January 1, 2019, the Company adopted ASU 2016-02 (Leases), recognizing approximately $30.9 million in right-of-use assets and lease liabilities for historical operating leases[29][31] - The Company monitors its goodwill for impairment annually, with a carrying value of $1,035.3 million as of September 30, 2019, and is assessing potential impairment due to historically low common stock trading prices[26][27][28] 2. Revenue Revenue is disaggregated by customer type and service category, showing growth in commercial and carrier data and transport services, offset by declines in voice services and subsidies | Revenue Category (in thousands) | Q3 2019 | Q3 2018 | 9M 2019 | 9M 2018 | |:--------------------------------|:------------|:------------|:------------|:------------| | Commercial and carrier: Data and transport services | $88,756 | $87,633 | $265,420 | $261,261 | | Commercial and carrier: Voice services | $46,606 | $50,091 | $141,812 | $153,574 | | Consumer: Broadband (VoIP and Data) | $65,456 | $63,865 | $192,609 | $189,521 | | Consumer: Video services | $20,463 | $21,790 | $61,540 | $66,689 | | Consumer: Voice services | $45,487 | $50,757 | $136,601 | $154,435 | | Subsidies | $18,025 | $19,189 | $54,318 | $65,423 | | Network access | $34,211 | $38,147 | $105,000 | $115,200 | | Other products and services | $2,494 | $2,686 | $7,813 | $8,215 | | Contract Balances (in thousands) | Sep 30, 2019 | Dec 31, 2018 | |:---------------------------------|:-------------|:-------------| | Accounts receivable, net | $125,908 | $143,077 | | Contract assets | $17,578 | $9,912 | | Contract liabilities | $52,709 | $54,584 | 3. Earnings (Loss) Per Share Basic and diluted EPS are computed using the two-class method, with the company reporting $0.00 and $(0.21) EPS for the quarter and nine months ended September 30, 2019, respectively | Metric (in thousands, except per share) | Q3 2019 | Q3 2018 | 9M 2019 | 9M 2018 | |:----------------------------------------|:------------|:------------|:------------|:------------| | Net income (loss) attributable to common shareholders, after earnings allocated to participating securities | $252 | $(15,135) | $(14,857) | $(37,518) | | Weighted-average number of common shares outstanding | 70,813 | 70,598 | 70,813 | 70,598 | | Net income (loss) per common share - basic and diluted | $0.00 | $(0.21) | $(0.21) | $(0.53) | - Diluted EPS for Q3 2019 and 9M 2019 excludes 1.3 million and 1.1 million potential common shares, respectively, due to their anti-dilutive effect[62] 4. Investments The company's investments primarily consist of minority interests in cellular limited partnerships and an investment in CoBank, totaling $112.377 million as of September 30, 2019 | Investment Category (in thousands) | Sep 30, 2019 | Dec 31, 2018 | |:-----------------------------------|:-------------|:-------------| | Cash surrender value of life insurance policies | $2,474 | $2,371 | | Investments at cost (Mobilnet South, Pittsburgh SMSA, CoBank, Other) | $53,658 | $53,769 | | Equity method investments (RSA 17, RSA 6(I), RSA 6(II)) | $56,295 | $54,733 | | Totals | $112,377 | $110,853 | | Cash Distributions (in thousands) | Q3 2019 | Q3 2018 | 9M 2019 | 9M 2018 | |:----------------------------------|:------------|:------------|:------------|:------------| | From cost method partnerships | $6,100 | $3,100 | $14,400 | $12,200 | | From equity method partnerships | $4,800 | $5,000 | $14,400 | $16,600 | 5. Fair Value Measurements The company measures its interest rate swap agreements at fair value on a recurring basis, categorized as Level 2, resulting in a total net liability of $(31.822) million as of September 30, 2019 | Interest Rate Swaps (in thousands) | Sep 30, 2019 | Dec 31, 2018 | |:-----------------------------------|:-------------|:-------------| | Current interest rate swap liabilities | $(3,352) | $2,465 (assets) | | Long-term interest rate swap liabilities | $(28,470) | $1,524 (assets) & $(6,647) (liabilities) | | Total Fair Values | $(31,822) | $(2,658) | | Long-term Debt (in thousands) | Sep 30, 2019 (Carrying Value) | Sep 30, 2019 (Fair Value) | Dec 31, 2018 (Carrying Value) | Dec 31, 2018 (Fair Value) | |:--------------------------------|:------------------------------|:--------------------------|:------------------------------|:--------------------------| | Long-term debt, excluding finance leases | $2,298,319 | $2,176,254 | $2,315,077 | $2,155,127 | 6. Long-Term Debt The company's long-term debt, primarily consisting of term loans and Senior Notes, decreased to $2.271 billion as of September 30, 2019, and the company remained in compliance with all debt covenants | Long-term Debt (in thousands) | Sep 30, 2019 | Dec 31, 2018 | |:------------------------------|:-------------|:-------------| | Term loans, net of discounts | $1,783,345 | $1,796,068 | | Revolving loan | $45,000 | $22,000 | | 6.50% Senior notes due 2022, net of discount | $469,974 | $497,009 | | Total long-term debt | $2,270,901 | $2,285,341 | - The company repurchased $27.7 million of 6.50% Senior Notes due 2022 during the nine months ended September 30, 2019, resulting in a gain on extinguishment of debt of $1.4 million[88] - As of September 30, 2019, the total net leverage ratio was 4.45:1.00 and the interest coverage ratio was 3.69:1.00, both in compliance with Credit Agreement covenants[85] 7. Derivative Financial Instruments The company uses interest rate swap agreements to manage interest rate exposure, resulting in a net liability of $(31.822) million as of September 30, 2019, with an unrealized loss in AOCI | Interest Rate Swaps (in thousands) | Notional Amount | Fair Value (Sep 30, 2019) | |:-----------------------------------|:----------------|:--------------------------| | Fixed to 1-month floating LIBOR (with floor) | $705,000 | $(3,352) | | Fixed to 1-month floating LIBOR (with floor) | $500,000 | $(21,302) | | Forward starting fixed to 1-month floating LIBOR (with floor) | $705,000 | $(7,168) | | Total Fair Values | | $(31,822) | - As of September 30, 2019, the total pre-tax unrealized loss related to interest rate swap agreements included in AOCI was $(26.7) million, with an expected recognition of approximately $6.5 million loss in earnings over the next twelve months[97] 8. Leases Following ASU 2016-02 adoption, the company recognizes right-of-use assets and lease liabilities, with total lease cost for the nine months ended September 30, 2019, reaching $18.719 million | Lease Components (in thousands) | Sep 30, 2019 | |:--------------------------------|:-------------| | Operating lease right-of-use assets | $27,586 | | Current lease liabilities (operating) | $(6,454) | | Noncurrent lease liabilities (operating) | $(21,276) | | Finance lease right-of-use assets, net | $21,826 | | Current lease liabilities (finance) | $(9,519) | | Noncurrent lease liabilities (finance) | $(14,276) | | Lease Expense (in thousands) | Q3 2019 | 9M 2019 | |:-----------------------------|:------------|:------------| | Finance lease cost: Amortization of right-of-use assets | $2,533 | $9,563 | | Finance lease cost: Interest on lease liabilities | $541 | $1,601 | | Operating lease cost | $1,236 | $5,661 | | Variable lease cost | $518 | $1,894 | | Total lease cost | $4,828 | $18,719 | - The company recognized $0.6 million in revenue and a $0.4 million gain from a sales-type lease arrangement for dark fiber during the nine months ended September 30, 2019[106] 9. Equity The Board of Directors eliminated quarterly dividend payments starting in Q2 2019 to focus on deleveraging, while accumulated other comprehensive loss increased to $(73.004) million due to derivative instruments - The Board of Directors eliminated quarterly dividend payments on common stock beginning in the second quarter of 2019 to focus on deleveraging and creating long-term shareholder value[109] | Share-Based Compensation (in thousands) | Q3 2019 | Q3 2018 | 9M 2019 | 9M 2018 | |:----------------------------------------|:------------|:------------|:------------|:------------| | Restricted stock | $1,094 | $979 | $3,077 | $2,393 | | Performance shares | $834 | $559 | $2,163 | $1,361 | | Total | $1,928 | $1,538 | $5,240 | $3,754 | | Accumulated Other Comprehensive Loss (in thousands) | Dec 31, 2018 | Sep 30, 2019 | |:----------------------------------------------------|:-------------|:-------------| | Pension and Post-Retirement Obligations | $(55,514) | $(53,268) | | Derivative Instruments | $2,302 | $(19,736) | | Total Balance | $(53,212) | $(73,004) | 10. Pension Plan and Other Post-Retirement Benefits The company's defined benefit pension and non-qualified supplemental retirement plans are frozen, with net periodic pension cost showing a benefit of $(0.809) million and post-retirement benefit cost increasing to $4.535 million for the nine months ended September 30, 2019 - All defined benefit pension plans are frozen to new entrants and benefit accruals as of April 1, 2019[118] | Net Periodic Pension Cost (in thousands) | Q3 2019 | Q3 2018 | 9M 2019 | 9M 2018 | |:-----------------------------------------|:------------|:------------|:------------|:------------| | Service cost | $14 | $1,412 | $37 | $4,482 | | Interest cost | $7,520 | $7,223 | $22,842 | $21,509 | | Expected return on plan assets | $(8,604) | $(9,639) | $(25,947) | $(28,943) | | Net periodic pension (benefit) cost | $(278) | $582 | $(809) | $1,503 | | Net Periodic Post-retirement Benefit Cost (in thousands) | Q3 2019 | Q3 2018 | 9M 2019 | 9M 2018 | |:---------------------------------------------------------|:------------|:------------|:------------|:------------| | Service cost | $484 | $31 | $717 | $285 | | Interest cost | $884 | $996 | $3,173 | $3,053 | | Net periodic post-retirement benefit cost | $779 | $896 | $4,535 | $2,818 | 11. Income Taxes The effective tax rate for the quarter ended September 30, 2019, was 75.6%, significantly higher than the prior year, primarily due to a state examination settlement and other adjustments | Effective Tax Rate | Q3 2019 | Q3 2018 | 9M 2019 | 9M 2018 | |:-------------------|:--------|:--------|:--------|:--------| | Effective tax rate | 75.6% | 37.8% | 28.8% | 32.1% | - Unrecognized tax benefits were $4.9 million as of September 30, 2019, with a net amount of $4.7 million that would impact the effective tax rate if recognized[128] - The increase in Q3 2019 effective tax rate was influenced by a $0.6 million increase in state expense due to a settled state examination and prior year adjustments related to the Tax Cuts and Jobs Act of 2017 and the FairPoint acquisition[131] 12. Commitments and Contingencies The company is involved in various legal and regulatory proceedings, including disputes over Local Switching Support, access charges, and Pennsylvania Gross Receipts Tax, with some matters settled favorably and others ongoing - The FCC approved the company's petition regarding Local Switching Support (LSS) in April 2018, leading to $5.4 million in subsidies revenue recognized during the nine months ended September 30, 2018, and an ongoing ICC Eligible Recovery support of approximately $3.4 million for 2019[133][218][275] - The U.S. District Court granted summary judgments in favor of the company's LEC entities against Sprint, Verizon, and Level 3 regarding switched access charges. A settlement was reached with Level 3 in September 2018, and appeals by Verizon and Sprint remain pending[138][139][140] - For the Pennsylvania Gross Receipts Tax, the company has reserved $3.8 million for CCES and $1.8 million for CCPA for potential additional tax liabilities, with a settlement expected for tax years 2008-2013 in November 2019[143][144] 13. Condensed Consolidating Financial Information This section provides condensed consolidating financial statements for the Parent company, Subsidiary Issuer, guarantor subsidiaries, and non-guarantor subsidiaries, reflecting intercompany eliminations due to Senior Notes guarantees - Consolidated Communications, Inc. is the primary obligor under the Senior Notes, with the company and substantially all subsidiaries providing full, unconditional, and joint and several guarantees[146] ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. This section provides management's perspective on the company's financial condition and results of operations, highlighting key trends, strategic initiatives, and the impact of regulatory changes Overview Consolidated Communications is a broadband and business communications provider operating across 23 states with a 37,000-mile fiber network, focusing on expanding broadband and commercial services while adapting to industry-wide declines in voice services - Consolidated Communications operates an advanced fiber network spanning approximately 37,000 fiber route miles across a 23-state service area, providing communication solutions to consumer, commercial, and carrier customers[166] - The company's strategy focuses on expanding broadband and commercial product suites, including new services like BusinessOne, SD-WAN, and MPLS, and enhancing managed and cloud services[167][169] - Residential services prioritize high-speed internet, with speeds up to 1 Gbps in select markets, and the company launched CCiTV, a cloud-enabled video service, to adapt to changing consumer viewing habits and reduce operating costs[170][171] - Total video connections decreased by 10% and total voice connections decreased by 7% as of September 30, 2019, compared to the same period in 2018, reflecting industry-wide trends and competition[171][172] Results of Operations Total operating revenues decreased by 4% for the quarter and 5% for the nine months ended September 30, 2019, primarily due to declines in voice services and subsidies, partially offset by growth in commercial and carrier data and transport services | Metric (in millions) | Q3 2019 | Q3 2018 | % Change (Q3) | 9M 2019 | 9M 2018 | % Change (9M) | |:---------------------|:--------|:--------|:--------------|:--------|:--------|:--------------| | Total operating revenues | $333.4 | $348.1 | (4)% | $1,005.5| $1,054.3| (5)% | | Commercial and carrier: Data and transport services | $88.7 | $87.7 | 1% | $265.4 | $261.3 | 2% | | Commercial and carrier: Voice services | $46.6 | $50.1 | (7)% | $141.8 | $153.6 | (8)% | | Consumer: Broadband (Data and VoIP) | $65.5 | $63.9 | 3% | $192.7 | $189.5 | 2% | | Consumer: Video services | $20.5 | $21.8 | (6)% | $61.5 | $66.7 | (8)% | | Consumer: Voice services | $45.5 | $50.7 | (10)% | $136.6 | $154.4 | (12)% | | Subsidies | $18.1 | $19.2 | (6)% | $54.3 | $65.4 | (17)% | | Network access | $34.2 | $38.1 | (10)% | $105.0 | $115.2 | (9)% | | Total operating expenses | $309.8 | $347.4 | (11)% | $950.9 | $1,038.9| (8)% | | Income from operations | $23.6 | $0.7 | 3,271% | $54.6 | $15.4 | 255% | - Cost of services and products decreased by $18.5 million (4%) for the nine months ended September 30, 2019, due to reduced employee salaries and benefits, lower pension costs, and decreased access expense, partially offset by rising video programming costs[199] - Selling, general and administrative costs decreased by $30.4 million (12%) for the nine months ended September 30, 2019, driven by operating synergies from the FairPoint integration, reduced headcount, lower incentive compensation, and property tax abatements[200] - Depreciation and amortization expense decreased by $39.1 million (12%) for the nine months ended September 30, 2019, as outside plant and network cable assets became fully depreciated or amortized, partially offset by capital expenditures for network enhancements and increased amortization for customer relationships[201] Regulatory Matters The telecommunications industry is subject to extensive federal and state regulation, impacting revenue from USF, CAF, and intercarrier compensation, with the company accepting CAF Phase II funding and adapting to new FCC rules for Business Data Services - The FCC's 2011 Order and subsequent CAF Phase II funding have significantly impacted support revenue, shifting from voice to broadband services. The company accepted CAF Phase II funding in most operating states, with annual funding of $48.1 million through 2020[209][212][272] - The company is committed to statewide broadband build-out requirements under CAF Phase II, aiming to serve approximately 124,500 locations with 10 Mbps downstream and 1 Mbps upstream speeds by December 31, 2020, and has met interim milestones[213] - New FCC rules for Business Data Services (BDS) allow for price flexibility and de-tariffing of competitive services, with the company electing a similar regulatory framework for its rate of return companies starting July 2019[219][220] - Regulatory commitments from the FairPoint acquisition require significant capital investments in network improvements and data speed upgrades in northern New England, New York, and Illinois markets through 2020, all of which are currently on track[227] Non-Operating Items Interest expense increased due to higher variable rates, a gain on extinguishment of debt was recognized, and pension and post-retirement expenses rose, while income taxes increased significantly for the quarter due to a state examination settlement - Interest expense, net, increased by $4.3 million for the nine months ended September 30, 2019, primarily due to an increase in variable interest rates[229] - A gain on extinguishment of debt of $1.4 million was recognized for the nine months ended September 30, 2019, resulting from the repurchase of $27.7 million of Senior Notes[230] - Pension and post-retirement expense increased by $3.4 million for the nine months ended September 30, 2019, mainly due to a new post-retirement medical benefit[231] - Income taxes increased by $11.5 million for the nine months ended September 30, 2019, with the effective tax rate at 28.8%, influenced by a $0.6 million state examination settlement and prior year adjustments[233] Non-GAAP Measures The company uses non-GAAP measures like EBITDA and Adjusted EBITDA to evaluate operating performance and trends, with Adjusted EBITDA for the nine months ended September 30, 2019, decreasing by 3% to $392.7 million - EBITDA is defined as net earnings before interest expense, income taxes, and depreciation and amortization. Adjusted EBITDA further adjusts EBITDA for items such as equity earnings, investment distributions, gain on debt extinguishment, and non-cash stock-based compensation[234][236][237] | Metric (in thousands) | Q3 2019 | Q3 2018 | 9M 2019 | 9M 2018 | |:----------------------|:------------|:------------|:------------|:------------| | Net income (loss) | $389 | $(14,815) | $(14,109) | $(36,573) | | EBITDA | $128,891 | $118,835 | $373,037 | $374,015 | | Adjusted EBITDA | $130,973 | $133,702 | $392,655 | $404,929 | Liquidity and Capital Resources The company's liquidity is primarily funded by cash flows from operations, which decreased by $15.4 million for the nine months ended September 30, 2019, with capital expenditures of $184.3 million and a focus on deleveraging through dividend elimination | Cash Flows (in thousands) | 9M 2019 | 9M 2018 | |:--------------------------|:------------|:------------| | Operating activities | $248,637 | $264,036 | | Investing activities | $(170,121) | $(163,893) | | Financing activities | $(81,937) | $(111,974) | | Change in cash and cash equivalents | $(3,421) | $(11,831) | - Capital expenditures were $184.3 million for the nine months ended September 30, 2019, with an additional $36.0 million to $41.0 million planned for the remainder of 2019, primarily for success-based capital projects[242] - The company eliminated quarterly dividend payments starting in Q2 2019 to focus on deleveraging and creating long-term value for stockholders[258][259] - Working capital deficit decreased by $12.5 million as of September 30, 2019, primarily due to dividend elimination and decreased accrued compensation, partially offset by new lease liabilities and increased accrued interest[261] ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The company's primary market risk is interest rate fluctuations on variable rate debt, managed through interest rate swap agreements, with a 1.00% change in rates impacting annual interest expense by approximately $6.1 million - The company's primary market risk is interest rate fluctuations on variable rate debt, managed through interest rate swap agreements that convert floating-rate debt to a fixed-rate basis[278] - As of September 30, 2019, a 1.00% change in market interest rates would increase or decrease annual interest expense by approximately $6.1 million, with most variable rate debt subject to a 1.00% LIBOR floor[278] - The fair value of interest rate swap agreements was a net liability of $31.8 million, with total pre-tax deferred losses of $26.7 million in accumulated other comprehensive loss as of September 30, 2019[278] ITEM 4. CONTROLS AND PROCEDURES Management concluded that the company's disclosure controls and procedures were effective as of September 30, 2019, with no material changes in internal control over financial reporting during the quarter - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of September 30, 2019[279][281] - No material changes in internal control over financial reporting occurred during the quarter ended September 30, 2019[282] PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS The company is involved in various legal and regulatory proceedings common to its industry, but management does not anticipate any material adverse impact on its business or financial condition - The company is involved in various legal and regulatory proceedings, but does not expect a material adverse impact on its business, results of operations, financial condition, or cash flows[285] ITEM 6. EXHIBITS This section lists the exhibits filed with the Form 10-Q, including certifications from the Chief Executive Officer and Chief Financial Officer, and financial information formatted in Inline XBRL - Exhibits include certifications from the CEO and CFO (31.1, 31.2, 32.1) and financial information in Inline XBRL format (101, 104)[287] SIGNATURES The report is duly signed on behalf of Consolidated Communications Holdings, Inc. by its Chief Executive Officer and Chief Financial Officer as of November 1, 2019 - The report was signed by C. Robert Udell Jr., Chief Executive Officer, and Steven L. Childers, Chief Financial Officer and Chief Accounting Officer, on November 1, 2019[290]