Summary Of Significant Accounting Policies (Policy) | 9 Months Ended |
Sep. 30, 2013 |
Summary Of Significant Accounting Policies[Abstract] | |
Accounting Estimates | Accounting Estimates |
The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles (U.S. GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. |
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Principles Of Consolidation | Principles of Consolidation |
The consolidated financial statements include the accounts of the Company, Lumos Networks Operating Company, a wholly-owned subsidiary of the Company, and all of Lumos Networks Operating Company’s wholly-owned subsidiaries and those limited liability corporations where Lumos Networks Operating Company or certain of its subsidiaries, as managing member, exercise control. All significant intercompany accounts and transactions have been eliminated in consolidation. |
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Revenue Recognition | Revenue Recognition |
The Company recognizes revenue when services are rendered or when products are delivered, installed and functional, as applicable. Certain services of the Company require payment in advance of service performance. In such cases, the Company records a service liability at the time of billing and subsequently recognizes revenue ratably over the service period. The Company bills customers certain transactional taxes on service revenues. These transactional taxes are not included in reported revenues as they are recognized as liabilities at the time customers are billed. |
The Company earns revenue by providing services through access to and usage of its networks. Local service revenues are recognized as services are provided. Carrier data revenues are earned by providing switched access and other switched and dedicated services, including wireless roamer management, to other carriers. Revenues for equipment sales are recognized at the point of sale. |
The Company periodically makes claims for recovery of access charges on certain minutes of use terminated by the Company on behalf of other carriers. The Company recognizes such revenue in the period in which it is determined that the amounts can be estimated and collection is reasonably assured. |
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Cash And Cash Equivalents | Cash and Cash Equivalents |
The Company considers its investment in all highly liquid debt instruments with an original maturity of three months or less to be cash equivalents. At times, such investments are placed with financial institutions that may be in excess of the FDIC insurance limit. At September 30, 2013 and December 31, 2012, the Company did not have any cash equivalents. As of September 30, 2013, all of the Company’s cash was held in non-interest bearing deposit accounts. Total interest income related to cash was negligible for the three and nine months ended September 30, 2013 and 2012. |
The Company previously utilized a zero balance arrangement for its master cash account against a swingline credit facility that the Company had with its primary commercial bank. This swingline facility was terminated in April 2013, concurrent with the closing of the Company’s debt refinancing (see Note 4). As of December 31, 2012, the Company reclassified its book overdraft related to this master cash account of $1.8 million to Accounts Payable on the condensed consolidated balance sheets. The Company has classified the respective changes in book overdraft amounts in cash flows from operating activities on the condensed consolidated statements of cash flows for the nine months ended September 30, 2013 and 2012. |
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Restricted Cash | Restricted Cash |
During 2010, the Company received a federal broadband stimulus award to bring broadband services and infrastructure to Alleghany County, Virginia. The total project is $16.1 million, of which 50% (approximately $8 million) is being funded by a grant from the federal government. The project is expected to be completed before September 30, 2015. The Company was required to deposit 100% of its portion for the grant (approximately $8 million) into a pledged account in advance of any reimbursements, which can be drawn down ratably following the grant reimbursement approvals, which are contingent on adherence to the program requirements. The Company received $1.0 million in the nine months ended September 30, 2013. The Company has a $0.6 million receivable for the reimbursable portion of the qualified recoverable expenditures as of September 30, 2013. At September 30, 2013, the Company’s pledged account balance was $4.3 million. This escrow account is a non-interest bearing account with the Company’s primary commercial bank. |
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Trade Accounts Receivable | Trade Accounts Receivable |
The Company sells its services to commercial and residential end-users and to other communication carriers primarily in Virginia, West Virginia and in portions of Maryland, Pennsylvania, Ohio and Kentucky and to residential end users in the Company’s Rural Local Exchange Carrier (RLEC) service areas of Virginia. The Company has credit and collection policies to maximize collection of trade accounts receivable and requires deposits on certain sales. The Company maintains an allowance for doubtful accounts based on a review of specific customers with large receivable balances and for the remaining customer receivables the Company uses historical results, current and expected trends and changes in credit policies. Management believes the allowance adequately covers all anticipated losses with respect to trade accounts receivable. Actual credit losses could differ from such estimates. The Company includes bad debt expense in selling, general and administrative expense in the condensed consolidated statements of income. Bad debt expense for the three months ended September 30, 2013 and 2012 was $0.1 million and $0.2 million, respectively, and bad debt expense for the nine months ended September 30, 2013 and 2012 was $0.2 million and $0.3 million, respectively. The Company’s allowance for doubtful accounts was $1.2 million and $1.8 million as of September 30, 2013 and December 31, 2012, respectively. |
The following table presents a roll-forward of the Company’s allowance for doubtful accounts from December 31, 2012 to September 30, 2013: |
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(In thousands) | | 31-Dec-12 | | Charged to Expense | | Charged to Other Accounts | | Deductions | | 30-Sep-13 |
Allowance for doubtful accounts | | $ | 1,822 | | $ | 185 | | $ | 5 | | $ | -845 | | $ | 1,167 |
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Property, Plant And Equipment And Other Long-Lived Assets | Property, Plant and Equipment and Other Long-Lived Assets (Excluding Goodwill and Indefinite-Lived Intangible Assets) |
Property, plant and equipment, finite-lived intangible assets and long-term deferred charges are recorded at cost and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount should be evaluated pursuant to the subsequent measurement guidance described in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 360-10-35. Impairment is determined by comparing the carrying value of these long-lived assets to management’s best estimate of future undiscounted cash flows expected to result from the use of the assets. If the carrying value exceeds the estimated undiscounted cash flows, the excess of the asset’s carrying value over the estimated fair value is recorded as an impairment charge. The Company believes that no impairment indicators exist as of September 30, 2013 that would require it to perform impairment testing for long-lived assets, including property, plant and equipment, long-term deferred charges and finite-lived intangible assets to be held and used. |
Depreciation of property, plant and equipment is calculated on a straight-line basis over the estimated useful lives of the assets, which the Company periodically reviews and updates based on historical experiences and future expectations. Plant and equipment held under capital leases are amortized on a straight-line basis over the shorter of the lease term or estimated useful life of the asset. Amortization of assets held under capital leases, including certain software licenses, is included with depreciation expense. |
Intangibles with a finite life are classified as other intangibles on the condensed consolidated balance sheets. At September 30, 2013 and December 31, 2012, other intangibles were comprised of the following: |
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| | | 30-Sep-13 | | 31-Dec-12 | | |
(Dollars in thousands) | Estimated Life | | Gross | | Accumulated Amortization | | Gross Amount | | Accumulated Amortization | | |
Amount | | |
Customer relationships | 3 to 15 yrs | | $ | 103,153 | | $ | -76,983 | | $ | 103,153 | | $ | -69,734 | | |
Trademarks | 0.5 to 15 yrs | | | 3,518 | | | -2,161 | | | 3,518 | | | -2,042 | | |
Non-compete agreements | 2 yrs | | | - | | | - | | | 1,100 | | | -1,100 | | |
Total | | | $ | 106,671 | | $ | -79,144 | | $ | 107,771 | | $ | -72,876 | | |
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The Company amortizes its finite-lived intangible assets using the straight-line method unless it determines that another systematic method is more appropriate. The amortization for certain customer relationship intangibles is being recognized using an accelerated amortization method based on the pattern of estimated earnings from these assets. |
The estimated life of amortizable intangible assets is determined from the unique factors specific to each asset, and the Company periodically reviews and updates estimated lives based on current events and future expectations. The Company capitalizes costs incurred to renew or extend the term of a recognized intangible asset and amortizes such costs over the remaining life of the asset. No such costs were incurred during the three or nine months ended September 30, 2013. Amortization expense for the three months ended September 30, 2013 and 2012 was $2.5 million and $2.8 million, respectively, and amortization expense for the nine months ended September 30, 2013 and 2012 was $7.4 million and $8.3 million, respectively. |
Amortization expense for the remainder of 2013 and for the next five years is expected to be as follows: |
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(In thousands) | | Customer Relationships | | Trademarks | | Total | | | | | | |
Remainder of 2013 | | $ | 2,416 | | $ | 40 | | $ | 2,456 | | | | | | |
2014 | | | 9,028 | | | 159 | | | 9,187 | | | | | | |
2015 | | | 4,648 | | | 159 | | | 4,807 | | | | | | |
2016 | | | 2,416 | | | 159 | | | 2,575 | | | | | | |
2017 | | | 2,097 | | | 159 | | | 2,256 | | | | | | |
2018 | | | 1,785 | | | 159 | | | 1,944 | | | | | | |
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Goodwill And Indefinite-Lived Intangible Assets | Goodwill and Indefinite-Lived Intangible Assets |
Goodwill and certain trademarks are considered to be indefinite-lived intangible assets. Indefinite-lived intangible assets are not subject to amortization but are instead tested for impairment annually or more frequently if an event indicates that the asset might be impaired. The Company’s policy is to assess the recoverability of indefinite-lived assets annually on October 1 and whenever adverse events or changes in circumstances indicate that impairment may have occurred. The Company uses a two-step process to test for goodwill impairment. Step one requires a determination of the fair value of each of the reporting units and, to the extent that this fair value of the reporting unit exceeds its carrying value (including goodwill), the step two calculation of implied fair value of goodwill is not required and no impairment loss is recognized. In testing for goodwill impairment, the Company utilizes a combination of a discounted cash flow model and an analysis which allocates enterprise value to the reporting units. The Company believes there have been no events or circumstances to cause management to evaluate the carrying amount of goodwill during the nine months ended September 30, 2013. |
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Pension Benefits And Retirement Benefits Other Than Pensions | Pension Benefits and Retirement Benefits Other Than Pensions |
The Company sponsors a non-contributory defined benefit pension plan (“Pension Plan”) covering all employees who meet eligibility requirements and were employed prior to October 1, 2003. Pension benefits vest after five years of plan service and are based on years of service and an average of the five highest consecutive years of compensation subject to certain reductions if the employee retires before reaching age 65 and elects to receive the benefit prior to age 65. The Pension Plan was frozen as of December 31, 2012. As such, no further benefits will be accrued by participants for services rendered beyond that date. |
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For the three and nine months ended September 30, 2013 and 2012, the components of the Company’s net periodic benefit cost for the Pension Plan were as follows: |
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| Three Months Ended September 30, | | Nine Months Ended September 30, | | | |
(In thousands) | 2013 | | 2012 | | 2013 | | 2012 | | | |
Service cost | $ | - | | $ | 511 | | $ | - | | $ | 1,532 | | | |
Interest cost | | 608 | | | 674 | | | 1,824 | | | 2,024 | | | |
Expected return on plan assets | | -975 | | | -879 | | | -2,926 | | | -2,638 | | | |
Amortization of loss | | 229 | | | 370 | | | 689 | | | 1,112 | | | |
Net periodic benefit cost (benefit) | $ | -138 | | $ | 676 | | $ | -413 | | $ | 2,030 | | | |
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Pension plan assets were valued at $55.3 million and $51.7 million at September 30, 2013 and December 31, 2012, respectively. No funding contributions were made in the three or nine months ended September 30, 2013, and the Company does not expect to make a funding contribution during the remainder of 2013. |
For the three and nine months ended September 30, 2013 and 2012, the components of the Company’s net periodic benefit cost for its Other Postretirement Benefit Plans were as follows: |
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| Three Months Ended September 30, | | Nine Months Ended September 30, | | | |
(In thousands) | 2013 | | 2012 | | 2013 | | 2012 | | | |
Service cost | $ | 23 | | $ | 20 | | $ | 68 | | $ | 59 | | | |
Interest cost | | 121 | | | 131 | | | 364 | | | 394 | | | |
Amortization of loss | | 7 | | | - | | | 21 | | | - | | | |
Net periodic benefit cost | $ | 151 | | $ | 151 | | $ | 453 | | $ | 453 | | | |
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The total expense recognized for the Company’s nonqualified pension plans for the three months ended September 30, 2013 and 2012, was $0.1 million and $0.2 million, respectively, and less than $0.1 million and $0.1 million of this expense for the same respective periods relates to the amortization of actuarial loss. The total expense recognized for the Company’s nonqualified pension plans for each of the nine months ended September 30, 2013 and 2012 was $0.4 million and $0.2 million of this expense for the same periods relates to the amortization of actuarial loss. |
The total amount reclassified out of accumulated other comprehensive income related to amortization of actuarial losses for the pension and other postretirement benefit plans for the three months ended September 30, 2013 and 2012 was $0.3 million and $0.4 million, respectively, all of which has been reclassified to selling, general and administrative expenses on the condensed consolidated statement of income for the respective periods. |
The total amount reclassified out of accumulated other comprehensive income related to amortization of actuarial losses for the pension and other postretirement benefit plans for the nine months ended September 30, 2013 and 2012 was $0.9 million and $1.3 million, respectively, all of which has been reclassified to selling, general and administrative expenses on the condensed consolidated statement of income for the respective periods. |
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Equity-Based Compensation | Equity-based Compensation |
The Company accounts for share-based employee compensation plans under FASB ASC 718, Stock Compensation. Equity-based compensation expense from share-based equity awards is recorded with an offsetting increase to additional paid-in capital on the condensed consolidated balance sheet. For equity awards with only service conditions, the Company recognizes compensation cost on a straight-line basis over the requisite service period for the entire award. |
The fair value of the common stock options granted during the three and nine months ended September 30, 2013 and 2012 with service-only conditions was estimated at the respective measurement date using the Black-Scholes option-pricing model with assumptions related to risk-free interest rate, expected volatility, dividend yield and expected term. The fair value of restricted stock awards granted during the three and nine months ended September 30, 2013 and 2012 with service-only conditions was estimated based on the market value of the common stock on the date of grant reduced by the present value of expected dividends as applicable. Certain stock options and restricted shares granted during the nine months ended September 30, 2013 contain vesting provisions that are conditional on achievement of a target market price for the Company’s common stock. The grant date fair value of these options and restricted shares was adjusted to reflect the probability of the achievement of the market condition based on management’s best estimate using a Monte Carlo model (see Note 9). The Company initially recognizes the related compensation cost for these awards that contain a market condition on a straight-line basis over the requisite service period as derived from the valuation model. The Company accelerates expense recognition if the market conditions are achieved prior to the end of the derived requisite service period. |
Total equity-based compensation expense related to all of the share-based awards and the Company’s 401(k) matching contributions was $3.2 million and $1.1 million for the three months ended September 30, 2013 and 2012, respectively, and $5.5 million and $2.9 million for the nine months ended September 30, 2013 and 2012, respectively, which amounts are included in selling, general and administrative expenses on the condensed consolidated statements of income. Equity-based compensation expense for the three and nine months ended September 30, 2013 includes $1.8 million expense related to the accelerated vesting of certain performance-based restricted stock and stock options due to attainment of the stock price target during the three months ended September 30, 2013 in accordance with the terms of the awards. |
Future charges for equity-based compensation related to instruments outstanding at September 30, 2013 for the remainder of 2013 and for the years 2014 through 2018 are estimated to be $1.0 million, $2.8 million, $2.1 million, $1.1 million, $1.1 million and $0.4 million, respectively. |
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Recent Accounting Pronouncements | Recent Accounting Pronouncements |
In February 2013, the FASB issued Accounting Standards Update (“ASU”) 2013-02, Reporting Amounts Reclassified out of Accumulated Other Comprehensive Income. This ASU requires entities to disclose the effect of the reclassification on each affected income statement line item of items reclassified out of accumulated other comprehensive income (AOCI) and into net income in their entirety. A cross reference to other required U.S. GAAP disclosures is required for AOCI reclassification items that are not reclassified in their entirety into net income. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2012. The Company has complied with the requirements of this pronouncement by providing disclosure of the income statement line items affected by reclassifications out of other comprehensive income during the periods presented, which consist of reclassification adjustments for the amortization of actuarial losses on pension and other postretirement plans (within this Note 2). |
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