Rock Island Communications Business Model and Go-To-Market Strategy

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1 Rock Island Communications Business Model and Go-To-Market Strategy February 2015

2 Purpose The purpose of this Business Model and Go-To-Market Strategy is to explain the structural, financial, sales, operational and deployment plans for Rock Island, a wholly owned subsidiary of Orcas Power & Light Cooperative. This business model primarily focuses on the development and deployment of a middle and last mile solution to end consumers of high-speed Internet and voice services around San Juan County. The plan is a narrative explaining the approach, structure and operational workflows and includes several supporting financial tables, worksheets and diagrams. For clarification, Rock Island refers to the new entity Rock Island Communications and replaces the original use of Island Network, the OPALCO department. RITS refers to the former Rock Island Technology Solutions. This will be a living document as we engage more members of the community and evolve this plan to meet requirements. Living Document v1.5 Page 2 April 24, 2015

3 Table of Contents 1. Executive Summary Background Mission Financial Plan Summary Purchase of Rock Island Technology Solutions Product Plan Summary Organization Structure Rock Island Values Values Statement Impact on Electric Rate Base Rock Island Operating Model Strategic Investment in the Community Subscription & Discount Incentive Rock Island Product Service Offering Explanation of each service category Direct Data/Voice w/ Subscription Incentive Direct Data/Voice - w/ Discount Incentive Member Assistance Program ISP Wholesale Mainland/In County ISP Wholesale Inner Island Rock Island acquisition analysis Strategic requirements Value of customer base and ease of transition Time to market for new services Time to breakeven for NewCo (now RIC) Value of Technical, Operational and Support expertise Cost of Human Capital Scalability of Local- ISPs Public Support Real Estate, Public Presence Potential additional revenue streams Rock Island Financial Model Startup Investment Non- Recurring Startup Investment for Recurring Costs Labor and Facilities Labor Ramp Up Connection Maintenance & Telephone VoIP Service Bandwidth and Data Usage Consolidate Income Statement Est Consolidated Balance Sheet Est Growth Strategy Growth Scenarios Deployment Phased Rollout Phase 1 Hybrid Test Locations Now Q SJI - Cattle Point & Cape San Juan Living Document v1.5 Page 3 April 24, 2015

4 ORC - Doe Bay/Eagle Lake SJI - San Juan West/Mt Dallas LOZ - South Lopez ORC - Deer Harbor Phase Viability SJI - Mineral Point/Highlands SJI Yacht Haven SJI North & South Roche Harbor area SJI - Portland Fair ORC Orcas Highlands ORC Rosario, Palisades and the Resort ORC Orcas land East Harney/Foster Point ORC Eastsound Business Core LOZ Greater Lopez Village Area/Whiskey Hill Other Location Areas to receive deployment pricing in ISP Engagement Local ISP s Rock Island Technologies The Computer Place Orcas Online SWOT Summary Exit strategy if required Living Document v1.5 Page 4 April 24, 2015

5 1. Executive Summary 1.1 Background Rural communities nationwide are struggling with inadequate telecommunication services. Rural areas urgently need major upgrades to their communications infrastructure, but such large investments are diametrically opposed to the business imperatives of major Telecommunications firms - their business models require that they minimize large expenses in service of returning value to shareholders. As a result of this, there is a growing trend toward communities themselves taking charge of their own infrastructure needs. This was highlighted at the Connecting with the World Conference in Mt. Vernon, WA on Oct , where industry experts discussed municipalities and cooperatives that are building out their own networks to serve their communities. In San Juan County, our telecommunication needs have been understood for years: In 2000, OPALCO began the process of building our own fiber optic network, after OPACLO determined that this would be the most reliable cost effective solution, as CenturyLink could not deliver a reliable, cost-effective solution. In 2005, OPALCO began providing Internet services and advanced Ethernet services to anchor institutions including schools, libraries, and local government. In 2010, the San Juan Island Community Foundation s Critical Needs Task Force identified improved Internet service as a critical need for San Juan County. In 2011, the San Juan County Economic Development Council surveyed the community and found that improved Internet service was a major need for the economic health of the County. In 2012, OPALCO began a detailed analysis of how we could utilize our Grid Control Backbone as the foundation for a community-wide solution. In 2013, the failure of a CenturyLink submarine cable left large parts of the County without phone or Internet service for nearly two weeks. In late 2013 the OPALCO board voted unanimously to extend the fiber optic and communications infrastructure for the benefit of the membership. Living Document v1.5 Page 5 April 24, 2015

6 In mid 2014 OPALCO started establishing a formal group to concentrate on the development strategy for a stand-alone entity to deliver retail and whole communications services within the community. In Oct 2014 the OPALCO board voted 6 to 1 to fund a startup investment in Island Network LLC to operate as a wholly owned subsidiary. Over the last few years, we have thoroughly researched technology options and potential business arrangements to improve broadband services in San Juan County, and it is clear that only OPALCO has the ability and the willingness to lead this effort. In its directive of November 21, 2013, OPALCO s Board acknowledged that Our island communities are suffering economic damage and safety issues caused directly by inadequate phone and Internet infrastructure. The Board directed staff to accelerate expansion of our local memberowned robust, reliable high-speed data infrastructure to provide Internet, phone, and emergency communications services to our members. Deployment will be supported and funded by OPALCO assets, including equity and rates. This business plan is in response to that directive. 1.2 Mission In addition to providing a safe, stable and cost effective electric supply to San Juan County, OPALCO has an opportunity to provide a modern, scalable and reliable telecommunications service to the community as a whole. The decision to move forward with the development and deployment of the Grid Control Backbone has created the ability to extend this critical infrastructure to meet the variety of broadband (data/voice) needs of the county. The primary plan, with a series of initial investments in Rock Island, is to allow it to achieve selfsufficiency as it continues to scale and grow within the community. The mission of Rock Island is to provide the San Juan County community with the highest level of broadband (data & voice) service at the most cost effective price. Rock Island is a community centric organization that will go above and beyond to serve San Juan County in every way possible. Rock Island will be creative and dedicated to Living Document v1.5 Page 6 April 24, 2015

7 delivering solutions to meet the varied needs of our community. We will utilize and provide market-leading tools to support all aspects of our business. 1.3 Financial Plan Summary The capital cost to establish Rock Island as a wholly owned selfsufficient subsidiary of OPALCO is $7.5 million. This will be a pass through loan from OPALCO and an approved lender(s) and will consist of multiple tranches over the next 3 years. The table below shows the amount, timing and purpose for each tranche. 2014/ Tranche 1 Sub-Incentive $ 1,500,000 $ 1,500,000 $ 1,500,000 Tranche 2 Startup/Wk Cap $ 1,400,000 $ 600,000 Tranche 3 RIC Backbone $ 1,000,000 Ex Total $ 2,900,000 $ 3,100,000 $ 1,500,000 Tranche 1 is divided over 3 years, $1.5m each year totaling $4.5 million dedicated to the $1500 Subscription Incentive to encourage the first 3000 individuals to contribute, if required, any additional construction funds to establish service within their communities (Middle Mile) and to their homes/properties (Last Mile). Individuals have the option to either avail of this subscription incentive or enjoy a discount incentive of a lower monthly rate if they pay 100% of their construction cost. Rock Island alone will finance the continuation of any Subscription Incentive program(s) beyond the first 3000 connections. The amount Rock Island will dedicate to each Subscription Incentive after the first 3000 connections may be less than $1500, but not higher. Tranche 2 totaling $2 million will be used to support the initial startup costs and monthly operating capital for a period of 3 years. Living Document v1.5 Page 7 April 24, 2015

8 The initial non-recurring startup costs are necessary to implement the required staff, support, and operations infrastructure expenses. These funds would be drawn down on a quarterly basis or as needed to meet ongoing commitments. Tranche 3 will cover the addition of new infrastructure for required expansion and physical system separation along the existing backbone route. The Rock Island financial model assumes each tranche is 7-year debt at 6% IR. 1.4 Purchase of Rock Island Technology Solutions In October 2014 Island Network Management entered into negotiations with RITS to evaluate various synergies and partnerships. After performing an extensive due diligence to evaluate a strategic alignment of the operations of Island Network (NewCo) and Rock Island Inc. (Rock Island Technologies Solutions) management concluded the best path forward was to acquire 100% of the outstanding equity of RITS in order to deliver data and voice services in an expeditious manner to the entire community. Rock Island has successfully supported much of the communities data needs over a 20-year period in a very challenging environment providing service via CenturyLink DSL infrastructure and Wireless canopy. RITS has also developed a successful retail and growing managed services offering to help support individual consumer and business IT needs. Over the past 5 years RITS has achieved a very sound financial basis while continuing to grow and solidify their customer base. In a recent survey gathered by Island Network, Rock Island achieved a 64% high satisfaction rating versus a 21% satisfaction rating for CenturyLink services. On a consistent basis in public settings county wide, the IN team receives inquires as to how we are working with the local ISPs, in particular Rock Island, as we move forward with our plans to expand the broadband offering. The strategic approach NewCo management took in determine the value of RITS and how it would best serve the overall goals of achieving self-sufficiency in a timely manner. We took a critical view Living Document v1.5 Page 8 April 24, 2015

9 of the follow factors and benefits; Value of customer base and ease of transition Time to market for new services Time to breakeven for NewCo Value of Technical, Operational and Support expertise Cost of Human Capital Scalability of Local ISPs Public Support Real Estate Potential additional revenue streams In order to achieve the short-term investment requirements as well as the longer-term financial objectives of a self-sufficient provider of data and voice services, we concluded a merger of NewCo and RITS was a ideal fit. The board, in February 2015, voted unanimously for Island Network LLC to purchase 100% of the outstanding equity of Rock Island Inc. 1.5 Product Plan Summary The critical deployment method for Rock Island to achieve the service requirements is to deploy a hybrid system that uses a combination of Fiber to the Premises (FTTP) and Fixed-Wireless via either 700MHz LTE and/or public spectrum delivery within and around various areas, communities and neighborhoods. The critical and thoughtful decision to purchase the 700MHz spectrum will allow Rock Island to rapidly deploy service to areas otherwise to costly and challenging to serve. Rock Island will sell a variety of service offerings directly to end-users and in conjunction with existing qualified local Internet Service Providers (ISP s). Product service offerings are discussed in detail in section 3.1. To overcome topography, lack of or too much population concentration within certain areas of the community, Rock Island may utilize other available wireless spectrum such as 3.65MHz or AWS. Living Document v1.5 Page 9 April 24, 2015

10 1.6 Organization Structure Rock Island will be a wholly owned subsidiary of OPALCO and operate as a direct retail and wholesale provider of services to the community. Within the wholesale structure we will provide three methods for which qualified local ISP s can purchase access to the deployed infrastructure and on-sell services to community members. A detailed breakdown of each tier is explained in section 2.3. Rock Island will operate a customer sales, service and support center in addition to a Network Operations Center NOC to monitor and maintain the entire infrastructure for both consumer business and the OPALCO Grid Control. Outsourcing relationships such as call-center services are still under consideration and can be implemented as Rock Island expands the customer support capabilities. Home installation services are being negotiated with local ISPs to help in the last mile deployment and customer on-boarding process. Fully deployed, this organizational plan will require 11 full-time employees within Rock Island with a ramp up period of 24 months. 1.7 Rock Island Values Provide a scalable, viable and affordable multi-use, joint-access data and voice communication network to: Support OPALCO s data and crew communication needs to operate the Electrical System, including Grid Control monitoring applications Support and deploy the capability to enhance the communication needs of first responder/emergency services such as Sheriff, Fire, and EMS Provide San Juan County residents and businesses with reliable high-speed internet and telephone services Values Statement Rock Island will strive for excellence with a passion and determination that is founded on the following values. These values inspire and lead our conduct in carrying out our mission: 1. We are dedicated to delivering the best possible service and capabilities to meet the varied communications needs of the San Juan Community 2. We are committed to building and preserving lasting Living Document v1.5 Page 10 April 24, 2015

11 relationships with our subscribers, direct or indirect, to ensure we meet the highest level of service and support 3. We are committed to building and preserving key strategic partnerships with many local entities to enable the most effective deployment of our service and capabilities 4. We will hold ourselves accountable to the highest legal and ethical standards 5. We are dedicated to financial stability and environmental stewardship through sound governance, management and operating best practices 6. We strive to deploy scalable, creative and innovative solutions to meet the future needs of our customers 1.8 Impact on Electric Rate Base OAPLCO Management performed analysis of the member cost of electricity over the period They calculated in terms of the annual gross OPALCO revenues divided by the total annual KWh of electricity sold to members. This adds the fixed and variable components of the monthly invoice into a single per KWh cost. Furthermore, the annual OPALCO line item expenses are also divided by the annual KWh of electricity sold, to show their relative contribution to the cost of electricity. This data is shown in the bar chart below. All of the financial data is available on the OPALCO web site from Audited Financial Statements and Annual Budgets The average cost of electricity over this period is $0.1022/KWh and has been increasing at an average rate of 2.5%/yr. Energy purchased from BPA represents 37.6% of the member cost of electricity and has been increasing at an average rate of 4.8%/yr. (Data for 2014 is through Q2 and only includes 3 months of the 2014 rate increase.) Living Document v1.5 Page 11 April 24, 2015

12 OPALCO Cost of Electricity $/KWh $ $ $ $ $ Opalco Revenue BPA Expense Distribution Operations Distribution Maintenance General & Administrative Depreciation & Amortization less FOBB Long Term Interest less FOBB $ $ FOBB Depreciation + Long Term Interest Linear (Opalco Revenue) FOBB = Fiber Optic Backbone The Fiber Optic Backbone has been funded by OPALCO since 2001 and is estimated to cost $11.5m once completed in The calculated direct impact on the electric rate for this effort is less than 2.5% today ($ /KWh) and has been shown by OPALCO Management to provide a net savings to members through grid efficiencies and field communications. Capital Investments are represented on the OPALCO Operations Statements as capital depreciation & amortization, and long term interest payments on debt. To break out the Fiber Backbone contributions, a depreciation rate of 5% of capital investment was assumed and an interest rate of 5.2%/yr. (These are reasonable average rates although GAAP requires certain capital items to be treated differently). The combined Fiber Backbone depreciation, amortization and long term interest components today represent 2.4% of the member cost of electricity and are expected to rise to a maximum of 4.8% by These are relatively small components of the member cost of electricity. The initial investment by OPALCO in Rock Island is expected to impact the electric rate base by a maximum of $3 per month for 24 Months. After 2 years it is expected to be self funded and within 6 years it is expected to be a positive net return to back to OPALCO. Our ability to make such an investment within the risk parameters and see potential return in the medium term is of great benefit to the overall stability of the cooperative. Living Document v1.5 Page 12 April 24, 2015

13 2.0 Rock Island Operating Model 2.1 Strategic Investment in the Community Given OPALCO s commitment to expand and deploy the critical communication and monitoring backbone to serve electric needs, Rock Island is ideally positioned to build upon this valuable asset to deliver an equally critical middle and last mile telecommunications service for first responder and consumer use. The deployment of a modern and scalable broadband capability will have profoundly positive affects on community development across all ranges of social, educational, economic and environmental needs. Rock Island is not trying to solve 100% of the communications challenge in one shot. The goal is to achieve self-sufficiency within an achievable timeframe. Rock Island can meet this goal by optimizing deployment in line with the backbone build by delivering cost effective options to local ISP s and population concentrations. Sustainable growth will happen as we expand the capability throughout the community. Rock Island is on track to deploy and sustain a long-term viable business model while in the short term capping the investment exposure to the overall utility membership. 2.2 Subscription & Discount Incentive The largest challenge facing any legitimate and viable deployment plan to serve the realities of San Juan County is the cost of construction and who should bear that burden upfront. The Rock Island Subscription Incentive addresses this challenge in a unique and constructive manner. The incentive strikes the right balance between having the broader utility membership assume the entire upfront risk over the long term versus placing 100% of cost on each individual wishing to receive service in the near term. Living Document v1.5 Page 13 April 24, 2015

14 The structure of the Rock Island Subscription Incentive will also increase the likelihood of higher take rates in the near term as individuals are incentivized to encourage their friends and neighbors to take advantage and spread as much of the shared cost within their immediate communities. The subscription incentive of $1500 per connection, capped at 3000 connections was developed for the following reasons: Assuming proximity to the backbone and 45 serviceable locations (3 sectors/15 per sector), Rock Island can deploy LTE Fixed wireless at no upfront cost. This includes pole construction, fiber to the pole, required LTE devices installed and configured. Rapid time to market utilizing 700MHz spectrum. Given enough demand within a given community for both FTTP and LTE the combined $1500 per connection achieves significant cost effectiveness allowing for a greater take rate of FTTP. Average cost of Fiber to a premise is approximately $5,500. Based upon population concentrations the Sub-Incentive can cover anywhere from 15% to 75% of the construction cost. $1500 per connection up to 3000 connections achieves a balanced Investment risk/reward to the overall OPALCO membership Individuals may elect not to avail of the $1500 Subscription Incentive to receive service at their location. These locations will receive the Rock Island Discount Incentive. The discount is a $20 reduction of their monthly recurring charge at each service level. The need to encourage as many concentrated locations as possible to move forward with construction is critical, particularly to those who require or can afford FTTP. In the short to medium term the development of Middle Mile infrastructure should be spread as evenly as possible among the individuals who will benefit now and well into the future. Living Document v1.5 Page 14 April 24, 2015

15 3.0 Rock Island Product Service Offering After much study and analysis over the past several years Rock Island and OPALCO have determined what constitutes a modern, scalable and cost effective solution. Rock Island will be making available a variety of service offerings based upon direct or wholesale sales with various capabilities and including various features. The overall service offering will consist of two primary methods of delivery, Fiber to the Premise (FTTP) and Fixed Wireless (LTE) Broadband and each service offering can include Voice over IP (VoIP) telephone service. At this time we are not considering a packaged TV offering. TV viewing habits are changing rapidly and in line with global trends, online streaming is becoming more the norm rather than the exception. A cost benefit analysis will be performed in due course to determine if this is worthwhile offering. Fiber to the premise (FTTP) will be offered at five price points and speeds all synchronous. 10Mbps 25Mbps 50Mbps 100Mbps 1Gbps Fixed Wireless (LTE) will be offered at one price point and speed level. 10Mbps down 3Mbps Up 1 VoIP telephone service will be offered within each service level. This will consist of the following features: Existing number portability Unlimited Local Calling Unlimited Long Distance Competitive International Rates Standard call features (Voice Mail, Caller ID etc.) Each Direct service level will require a 2-year active service commitment contract and a one-time $150 connection fee. 1 The fixed wireless speed (LTE) offering may have a higher capacity. Real world testing is required. We are hopeful we will have the ability to offer a higher speed package via the same infrastructure. If so, Rock Island will introduce a 15Mbps, 20Mbps or 25Mbps service level over LTE Fixed Wireless. Living Document v1.5 Page 15 April 24, 2015

16 Additional Telephone numbers will be $15 a month with a one-time $30 connection fee. 3.1 Explanation of each service category Direct Data/Voice w/ Subscription Incentive Rock Island will offer full Direct customers ongoing support and service the internal device. Rock Island will be responsible of all sales, onboarding, billing and customer 1 st, 2 nd and 3 rd line support. Voice over IP (VoIP) service can also be included. This will consist of existing telephone number portability, free local/long distance calling, voice mail and caller-id and E-911 mapping. Rock Island will offer part-time residents an option for data/voice service with the subscription incentive. A seasonal or part-time resident is assumed to use data/voice for a 3-month period during a calendar year. For the purposes of this plan the 3-month period does not need to be consecutive. One example of seasonal pricing for 25Mbps service for 3 months the connection cost will be $105 and for 9 months the cost will be $45. Rock Island may introduce a 6/6 service if individuals need service for longer periods of time during a calendar year. Service Category Speed / Service Price Per Month Data/VoIP 10Mbps $ 95 25Mbps $ Mbps $ Mbps $ 195 1Gbps $ 520 Seasonal 9/3 $ 45/$ Service above Connection Fee One-Time $ 150 Additional Tel. Lines $ 15 One-Time $ Direct Data/Voice - w/ Discount Incentive Direct customers who choose to fund their portion of the construction Living Document v1.5 Page 16 April 24, 2015

17 cost upfront will receive a $20 per month discount incentive on their service charge. In the same manner as above Rock Island will offer full ongoing support to these customers. The same VoIP/Voice service package is also include in this service category. Seasonal connections are modeled under the same metrics as above. Service Category Speed / Service Price Per Month Data/VoIP 10Mbps $ 75 25Mbps $ 85 50Mbps $ Mbps $ 175 1Gbps $ 500 Seasonal 9/3 $ 25/$ Service above Connection Fee One-Time $ 150 Additional Tel. Lines $ 15 One-Time $ Non-Active Service Rock Island will offer a Non-Active Service rate to allow individuals who do not have a property developed, is on the market or vacant but would like to guarantee service availability upon development, post property transaction or upon rental. These folks may avail of the $1500 Subscription Incentive. If they do, they will be charged $25 dollars a month until full service is delivered. These individuals can also pay their entire construction cost portion upfront to ensure access is made available during the middle mile and potentially last mile build out in their community. This will require no monthly service charge. Service Category Service Price Per Month Non-Active w/ Sub Incentive $ 25 w/o Sub Incentive $ Member Assistance Program Living Document v1.5 Page 17 April 24, 2015

18 The Rock Island team is actively work to develop a member assistance program to help deploy service to the in need. We are developing models with local school districts and community foundations to define achievable programs ISP Wholesale Mainland/In County Rock Island will contract with any of the local qualified ISP s to enable them access to the in-county and out-of-county backbone infrastructure. The ISP will be responsible for the client sales, onboarding, installation, billing, ongoing 1 st line and a portion of 2 nd line support utilizing Rock Island up to the middle mile demarcation. They will also be responsible for all middle mile and last mile devices required for end-user service. Rock Island will be responsible for a portion of 2 nd line and 3 rd line support services and the data back-haul. The initial pricing level assumes an Rock Island commit level of 100 Mbps on each customer/isp end-point out of county. Wholesale lit circuits start at $17 Per Mbps. In the rare case that an ISP wants to back-haul traffic between islands we also have an In-County pricing table that starts at $10 Per Mbps ISP Wholesale Inner Island Rock Island will contract with any local qualified ISP to enable access to the In-Island backbone allowing the ISP to back haul their data out of-county to the mainland. The ISP will be responsible for client sales, onboarding, installation, billing, 1 st and 2 nd line support and out of county 3 rd line support where applicable. They will be responsible for all middle mile and last mile end user devices. Rock Island will be responsible for In-Island 3 rd line support. The initial pricing level assumes an Rock Island commit level of 100Mbps on each customer/isp end-point. Wholesale In-Island starts at $3.50 Per Mbps. 4.0 Rock Island acquisition analysis NewCo and RITS independently engaged expert valuation services to perform the financial due diligence required to negotiate an equitable Living Document v1.5 Page 18 April 24, 2015

19 value and purchase price of Rock Island Inc. NewCo engaged the services of Alvarez & Marsal, a global leader in transaction advisory and valuation services. RITS engaged the services of Corporate Advisory Associates, a premier independent business valuation firm. Both are based in Seattle, WA. 4.1 Strategic requirements The strategic requirements we setout to determine during the valuation and negotiation process looked at the following major acquisition requirements; Value of customer base and ease of transition Time to market for new services Time to breakeven for NewCo Value of Technical, Operational and Support expertise Cost of Human Capital Scalability of Local-ISPs Public Support Real Estate, Public Presence Potential additional revenue streams Value of customer base and ease of transition Prior to and subsequent to announcing the investment in NewCo to operate as a stand alone entity in Oct 2014 a frequent topic we encountered in the community is how will we interact with, serve, and in some cases protect the local ISP s businesses as we expand our offering. Rock Island compared to the other local ISP s serve members of the community county wide and in no case talking to members of various neighborhoods did we find no current customers. In many cases, particularly on San Juan Island, there are many existing Rock Island customers who are loyal to the service and support they receive. Given our strategy to approach communities to encourage community wide development so costs can be shared as equally as possible, the folks who are fiercely loyal can discourage an entire effort from getting off the ground within any neighborhood. From all the conservations and neighborhood meetings we have had heard or seen the same protection factors for any other local-isp whose customer base is sporadic throughout each island and Living Document v1.5 Page 19 April 24, 2015

20 community they serve. Acquiring an agreeable customer base that is cost neutral will greatly smooth this path as we transition each individual to the new revenue stream. For these customers the transition will be a smooth as a simple change in billing functions. Existing Rock Island customers will have a seamless transition to new services when we reach each of them and will incur no additional costs (early termination fees etc.) beyond what is proposed in a community development for middle and last mile construction. As mentioned above, RITS has done as fantastic job over 20 years building and maintaining an excellent level of customer satisfaction. To reiterate in our recent survey results, Rock Island achieved a 64% customer satisfaction rate versus CenturyLink s 21%. While for some this may be obvious given local to national opinions of CL, remember they are selling the exact same product. To distinguish ones business by this much is the same market is quite laudable. Island Network would have to expend many hundreds of thousands of dollars in the near term on marketing, labor and lost revenue opportunities to achieve and hold this level of customer satisfaction. We believe this presents clear risk mitigation on the investment in the new business Time to market for new services The need to balance the speed of delivery with the cost of construction necessary to meet the markets need is critical for the long-term success and financial viability of NewCo. Joining forces with the largest local ISP enables us to remain solely focused on the transition of customers off the aging/failing CenturyLink DSL infrastructure without additional distractions and relying on the low margin, low volume wholesale business. A standard ISP business model involves retail, commercial and/or wholesale services to a variety of customers. During our due diligence and business model development of NewCo, the team analyzed in great depth a potential Resale business model. The initial goal was designed to allow us to spread the deployment effort while achieving a similar financial result. This would entail local ISP s and, in particular, Rock Island performing the sales and support services to customers while NewCo would focus on bringing the network to the home/premise. The theory was NewCo would build and deploy the full infrastructure (LTE & FTTP) and system in the same Living Document v1.5 Page 20 April 24, 2015

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