Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | Apr. 27, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | SHENANDOAH TELECOMMUNICATIONS CO/VA/ | |
Entity Central Index Key | 354,963 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 49,539,170 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Current Assets: | ||
Cash and cash equivalents | $ 49,448 | $ 78,585 |
Accounts receivable, net | 51,095 | 54,184 |
Income taxes receivable | 8,360 | 17,311 |
Inventory, net | 8,161 | 5,704 |
Prepaid expenses and other | 64,200 | 17,111 |
Total current assets | 181,264 | 172,895 |
Investments, including $3,268 and $3,279 carried at fair value | 11,717 | 11,472 |
Property, plant and equipment, net | 672,017 | 686,327 |
Other Assets: | ||
Intangible assets, net | 413,537 | 380,979 |
Goodwill | 146,497 | 146,497 |
Deferred charges and other assets, net | 33,934 | 13,690 |
Total assets | 1,458,966 | 1,411,860 |
Current Liabilities | ||
Current maturities of long-term debt, net of unamortized loan fees | 74,486 | 64,397 |
Accounts payable | 27,194 | 28,953 |
Advanced billings and customer deposits | 6,919 | 21,153 |
Accrued compensation | 4,534 | 9,167 |
Accrued liabilities and other | 17,471 | 13,914 |
Total current liabilities | 130,604 | 137,584 |
Long-term debt, less current maturities, net of unamortized loan fees | 736,387 | 757,561 |
Other Long-Term Liabilities | ||
Deferred income taxes | 115,809 | 100,879 |
Deferred lease | 19,543 | 15,782 |
Asset retirement obligations | 21,164 | 21,211 |
Retirement plan obligations | 13,236 | 13,328 |
Other liabilities | 13,787 | 15,293 |
Total other long-term liabilities | 183,539 | 166,493 |
Shareholders’ Equity | ||
Common stock | 45,075 | 44,787 |
Retained earnings | 352,069 | 297,205 |
Accumulated other comprehensive income (loss), net of taxes | 11,292 | 8,230 |
Total shareholders’ equity | 408,436 | 350,222 |
Total liabilities and shareholders’ equity | $ 1,458,966 | $ 1,411,860 |
UNAUDITED CONDENSED CONSOLIDAT3
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Investments carried at fair value | $ 3,268 | $ 3,279 |
Common stock, par value (in usd per share) | $ 0 | $ 0 |
Common stock, shares authorized (in shares) | 96,000,000 | 96,000,000 |
Common stock, shares issued (in shares) | 49,539,000 | 49,328,000 |
Common stock, shares outstanding (in shares) | 49,539,000 | 49,328,000 |
UNAUDITED CONDENSED CONSOLIDAT4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Statement [Abstract] | ||
Service revenues and other | $ 134,153 | $ 150,521 |
Equipment revenues | 17,579 | 3,359 |
Total operating revenues | 151,732 | 153,880 |
Operating expenses: | ||
Cost of services | 49,342 | 48,776 |
Cost of goods sold | 15,805 | 4,985 |
Selling, general and administrative | 28,750 | 40,153 |
Acquisition, integration and migration expenses | 0 | 4,489 |
Depreciation and amortization | 43,487 | 44,804 |
Total operating expenses | 137,384 | 143,207 |
Operating income (loss) | 14,348 | 10,673 |
Other income (expense): | ||
Interest expense | (9,332) | (9,100) |
Gain (loss) on investments, net | (32) | 120 |
Non-operating income (loss), net | 1,021 | 1,255 |
Income (loss) before income taxes | 6,005 | 2,948 |
Income tax expense (benefit) | 1,176 | 607 |
Net income (loss) | 4,829 | 2,341 |
Other comprehensive income (loss): | ||
Unrealized gain (loss) on interest rate hedge, net of tax | 3,062 | 599 |
Comprehensive income (loss) | $ 7,891 | $ 2,940 |
Earnings (loss) per share: | ||
Basic (in dollars per share) | $ 0.10 | $ 0.05 |
Diluted (in dollars per share) | $ 0.10 | $ 0.05 |
Weighted average shares outstanding, basic (in shares) | 49,474 | 49,050 |
Weighted average shares outstanding, diluted (in shares) | 50,024 | 49,834 |
UNAUDITED CONDENSED CONSOLIDAT5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - 3 months ended Mar. 31, 2018 - USD ($) shares in Thousands, $ in Thousands | Total | Shares of Common Stock (no par value) | Additional Paid in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) |
Beginning balance (in shares) at Dec. 31, 2017 | 49,328 | 49,328 | |||
Beginning balance at Dec. 31, 2017 | $ 350,222 | $ 44,787 | $ 297,205 | $ 8,230 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 4,829 | 4,829 | |||
Other comprehensive gain (loss), net of tax of $1.1 million | 3,062 | 3,062 | |||
Other comprehensive income (loss), tax | 1,100 | ||||
Stock based compensation (in shares) | 177 | ||||
Stock based compensation | 2,037 | 2,037 | |||
Stock options exercised (in shares) | 15 | ||||
Stock options exercised | 104 | 104 | |||
Common stock issued (in shares) | 0 | ||||
Common stock issued | 5 | 5 | |||
Shares retired for settlement of employee taxes upon issuance of vested equity awards (in shares) | (57) | ||||
Shares retired for settlement of employee taxes upon issuance of vested equity awards | (1,858) | (1,858) | |||
Common stock issued to acquire non-controlling interests of nTelos (in shares) | 76 | ||||
Common stock issued to acquire non-controlling interests of nTelos | $ 0 | 0 | |||
Ending balance (in shares) at Mar. 31, 2018 | 49,539 | 49,539 | |||
Ending balance at Mar. 31, 2018 | $ 408,436 | $ 45,075 | 352,069 | $ 11,292 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Change in accounting principle - adoption of accounting standard (Note 2) | $ 50,035 | $ 50,035 |
UNAUDITED CONDENSED CONSOLIDAT6
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash Flows From Operating Activities | ||
Net income (loss) | $ 4,829 | $ 2,341 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation | 36,634 | 37,878 |
Amortization reflected as operating expense | 6,853 | 6,926 |
Amortization reflected as rent expense | 81 | 258 |
Bad debt expense | 369 | 420 |
Stock based compensation expense, net of amount capitalized | 2,037 | 1,566 |
Waived Management Fee | 9,048 | 9,184 |
Deferred income taxes | (4,336) | (2,910) |
Net (gain) loss on disposal of equipment | (4) | (28) |
(Gain) loss on investments | (33) | 120 |
Net (gain) loss from patronage and equity investments | (830) | (200) |
Amortization of long-term debt issuance costs | 1,129 | 1,202 |
Accrued interest on long-term debt | 296 | 93 |
Changes in assets and liabilities: | ||
Accounts receivable | 3,271 | 1,629 |
Inventory, net | (2,457) | 14,188 |
Income taxes receivable | 8,950 | 0 |
Other assets | (4,076) | (190) |
Accounts payable | 216 | (39,399) |
Income taxes payable | 0 | 3,523 |
Deferred lease | 736 | 1,331 |
Other deferrals and accruals | (1,919) | (13,194) |
Net cash provided by (used in) operating activities | 60,860 | 24,498 |
Cash Flows From Investing Activities | ||
Acquisition of property, plant and equipment | (24,382) | (38,587) |
Proceeds from sale of assets | 263 | 117 |
Cash distributions (contributions) from investments | 1 | (11) |
Sprint expansion | 52,000 | 0 |
Net cash provided by (used in) investing activities | (76,118) | (38,481) |
Cash Flows From Financing Activities | ||
Principal payments on long-term debt | (12,125) | (6,062) |
Amounts borrowed under debt agreements | 0 | 25,000 |
Proceeds from revolving credit facility borrowings | 15,000 | 0 |
Principal payments on revolving credit facility | (15,000) | 0 |
Taxes paid for equity award issuances | 1,754 | 1,226 |
Proceeds from issuance of common stock | 0 | 5 |
Net cash provided by (used in) financing activities | (13,879) | 17,717 |
Net increase (decrease) in cash and cash equivalents | (29,137) | 3,734 |
Cash and cash equivalents, beginning of period | 78,585 | 36,193 |
Cash and cash equivalents, end of period | 49,448 | 39,927 |
Cash payments for: | ||
Interest, net of capitalized interest of $309 and $577, respectively | 8,513 | 8,380 |
Income taxes paid, net of refunds received | (3,439) | 0 |
Capital expenditures payable | $ 5,279 | $ 6,366 |
UNAUDITED CONDENSED CONSOLIDAT7
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Other cash flow information: | ||
Capitalized interest | $ 309 | $ 577 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The interim condensed consolidated financial statements of Shenandoah Telecommunications Company and Subsidiaries (collectively, the “Company”) are unaudited. In the opinion of management, all adjustments necessary for a fair presentation of the interim results have been reflected therein in accordance with accounting principles generally accepted in the United States ("GAAP") for interim financial reporting and as required by Rule 10-01 of Regulation S-X. Accordingly, the unaudited condensed consolidated financial statements may not include all of the information and notes required by GAAP for audited financial statements. The information contained herein should be read in conjunction with the audited financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2017 . Adoption of New Accounting Principles There have been no developments related to recently issued accounting standards, including the expected dates of adoption and estimated effects on the Company's unaudited condensed consolidated financial statements and note disclosures, from those disclosed in the Company's 2017 Annual Report on Form 10-K, that would be expected to impact the Company except for the topics discussed below. The Company adopted ASU 2014-09, Revenue from Contracts with Customers (“Topic 606”), and all related amendments, effective January 1, 2018, using the modified retrospective method as discussed in Note 2 , Revenue from Contracts with Customers. The Company recognized the cumulative effect of applying the new revenue standard as an adjustment to the opening balance of retained earnings. The comparative information has not been retrospectively modified and continues to be reported under the accounting standards in effect for those periods. In February 2016, the Financial Accounting Standards Board ("FASB") issued ASU No. 2016-02, Leases (Topic 842) , which requires lessees to recognize a right-of-use asset and a lease liability for all leases with terms greater than 12 months. The standard also requires disclosures by lessees and lessors about the amount, timing and uncertainty of cash flows arising from leases, as well as changes in the categorization of rental costs, from rent expense to interest and depreciation expense. Other effects may occur depending on the types of leases and the specific terms of them utilized by particular lessees. The ASU is effective for the Company on January 1, 2019, and early application is permitted. Modified retrospective application is required. In September 2017 and January 2018, the FASB issued ASU No. 2017-13, R evenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842), and ASU No. 2018-01, Leases (Topic 842), Land Easement Practical Expedient for Transition to Topic 842 , which provided additional implementation guidance on the previously issued ASU. Management has not yet completed its assessment of the impact of the new standard on the Company’s Consolidated Financial Statements. The Company is in the early stages of implementation and currently believes that the most notable impact to its financial statements upon the adoption of this ASU will be the recognition of a material right-of-use asset and a lease liability for its real estate and equipment leases. In February 2018, the FASB issued ASU No. 2018-02, "Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income" (ASU 2018-02). Under existing U.S. GAAP, the effects of changes in tax rates and laws on deferred tax balances are recorded as a component of income tax expense in the period in which the law was enacted. When deferred tax balances related to items originally recorded in accumulated other comprehensive income are adjusted, certain tax effects become stranded in accumulated other comprehensive income. The amendments in ASU 2018-02 allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the 2017 Tax Cuts and Jobs Act. The amendments in this ASU also require certain disclosures about stranded tax effects. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption in any period is permitted. The Company is currently evaluating the timing and impact of adopting ASU 2018-02. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue from Contracts with Customers The Company earns revenue primarily through the sale of our wireless telecommunications services, wireless equipment, and business, residential, and enterprise cable and wireline services that include video, internet, voice, and data services as follows: (in thousands) Wireless Cable Wireline Consolidated Wireless service $ 89,760 $ — $ — $ 89,760 Wireless equipment 17,374 — — 17,374 Business, residential and enterprise — 29,131 10,691 39,822 Tower 2,896 1,046 5,665 9,607 Other 368 1,534 3,351 5,253 Total revenue 110,398 31,711 19,707 161,816 Internal revenues (1,239 ) (1,031 ) (7,814 ) (10,084 ) Total operating revenue $ 109,159 $ 30,680 $ 11,893 $ 151,732 Wireless service The majority of the Company's revenue is earned through providing network access to Sprint under the affiliate agreement, which represents approximately 59% of consolidated revenues. Wireless service revenue is variable based on billed revenues to Sprint’s subscribers in the Company's affiliate area, less applicable fees retained by Sprint. The Company's fee related to Sprint’s postpaid customers is the amount Sprint bills its subscribers that is reduced by customer credits, write-offs of subscriber receivables, and an 8% management and 8.6% service fee retained by Sprint. The Company is also charged for the costs of subsidized handsets sold through Sprint’s national channels as well as commissions paid by Sprint to third-party resellers in the Company's service territory. The Company's fee related to Sprint’s prepaid customers is the amount Sprint bills its customer less certain charges to acquire and support the customer, based on national averages for Sprint’s prepaid programs. Sprint retains a 6% management fee on prepaid wireless revenues, and costs to provide support to Sprint’s prepaid customers. The Company considers Sprint, rather than Sprint's subscribers, to be the customer under the new revenue standard and the Company's performance obligation is to provide Sprint a series of continuous network access services. Under Topic 606, the Company's revenues are variable based on the amount Sprint bills its customer each month reduced by the retained management and service fees. The reimbursement to Sprint for the costs of subsidized handsets sold through Sprint’s national channels, as well as commissions paid by Sprint to third-party resellers in our service territory represent consideration payable to a customer that is not in exchange for a distinct service under Topic 606. Therefore, these reimbursements result in increases to our contract asset position that are subsequently recognized as a reduction of revenue over the average subscriber life of approximately two years which is the period the Company expects those payments to result in increased revenues. Historically, under ASC 605 the customer was considered the Sprint subscriber rather than Sprint and as a result, reimbursement payments to Sprint for costs of subsidized handsets and commissions were recorded as operating expenses in the period incurred. During 2017, these costs totaled $63.5 million recorded in cost of goods and services, and $16.9 million recorded in selling, general and administrative costs. On January 1, 2018, upon adoption, the Company recorded a wireless contract asset of approximately $42.8 million . During the three month period ended March 31, 2018, payments that increased the wireless contract asset balance totaled $13.8 and amortization reflected as a reduction of revenue totaled approximately $13.4 million . The wireless contract asset balance as of March 31, 2018 was approximately $43.2 million . Wireless equipment The Company owns and operates Sprint-branded retail stores within their geographic territory from which the Company sells equipment, primarily wireless handsets, and service to Sprint subscribers. Equipment is generally purchased from Sprint and resold to subscribers under subsidized plans or under equipment financing plans. The equipment financing plans are operated by Sprint who purchases equipment from the Company and resells the equipment to subscribers under financing plans. Historically, under ASC 605, the Company concluded that the Company was the agent in these equipment financing transactions and recorded revenues net of related handset costs which were approximately $63.8 million in 2017. Under Topic 606 the Company concluded that the Company is the principal in the transaction as the Company controls the inventory prior to sale and accordingly revenues and handset costs are recorded on a gross basis. Business, residential and enterprise The Company earns revenue in the cable and wireline segments from business, residential, and enterprise customers where the performance obligations are to provide cable and telephone network services, sell and lease equipment and wiring services, and lease fiber-optic cable strands. The Company's arrangements are generally composed of contracts that are cancellable at the customer’s discretion without penalty at any time. As there are multiple performance obligations in these arrangements, the Company recognizes revenue based on the standalone selling price of each distinct good or service. The Company generally recognized these revenues over time as customers simultaneously receive and consume the benefits of the service, with the exception of equipment sales and home wiring which are recognized as revenue at a point in time when control transfers and when installation is complete, respectively. Under Topic 606, the Company concluded that installation services do not represent a separate performance obligation. Accordingly, installation fees are allocated to services and are recognized ratably over the longer of the contract term or the period the unrecognized portion of the fee remains material to the contract, typically 10 and 11 months for cable and wireline customers, respectively. Historically, the Company deferred these fees over the estimated customer life of 42 months. Additionally, the Company incurs commission and installation costs related to in-house and third-party vendors that were previously expensed as incurred. Under Topic 606, the Company capitalizes and amortizes these commission and installation costs over the expected benefit period which is approximately 44 months, 72 months, and 46 months, for cable, wireline, and enterprise business, respectively. Tower / Other Tower revenues consist primarily of tower space leases accounted for under Topic 840, Leases , and Other revenues include network access-related charges to for service provided to customers across all three operating segments. The cumulative effect of the changes made to our consolidated January 1, 2018 balance sheet for the adoption of the new revenue standard were as follows: (in thousands) Balance at December 31, 2017 Adjustments due to Topic 606 Balance at January 1, 2018 Assets Prepaid expenses and other $ 17,111 $ 36,577 $ 53,688 Deferred charges and other 13,690 16,107 29,797 Liabilities Advanced billing and customer deposits $ 21,153 $ (14,302 ) $ 6,851 Deferred income taxes 100,879 18,151 119,030 Other long-term liabilities 15,293 (1,200 ) 14,093 Retained earnings 297,205 50,035 347,240 In accordance with the new revenue standard requirements, the disclosure of the impact of adoption on our consolidated income statement and balance sheet was as follows: Three Months Ended March 31, 2018 (in thousands) As Reported Balances without Adoption of Topic 606 Effect of Change Higher/(Lower) Operating revenues $ 151,732 $ 155,871 $ (4,139 ) Operating expenses: Cost of services 49,342 49,199 143 Cost of goods sold 15,805 6,118 9,687 Selling, general and administrative 28,750 42,968 (14,218 ) Three Months Ended March 31, 2018 (in thousands) As Reported Balances without Adoption of Topic 606 Effect of Change Higher/(Lower) Assets Prepaid expenses and other 64,200 27,086 37,114 Deferred charges and other 33,934 18,115 15,819 Liabilities Deferred income taxes 115,809 97,591 18,218 Advanced billing and customer deposits 6,919 21,221 (14,302 ) Other long-term liabilities 13,787 14,987 (1,200 ) Retained earnings 352,069 301,852 50,217 Remaining performance obligations and transaction price allocated On March 31, 2018, the Company had approximately $2.5 million of transaction price allocated to unsatisfied performance obligations, which is exclusive of contracts with original expected duration of one year or less. The Company expects to recognize approximately $0.5 million of this amount as revenue during the remaining three quarters of 2018, $0.5 million in 2019, an additional $0.4 million by 2020, and the balance thereafter. Contract acquisition costs and costs to fulfill contracts Capitalized contract costs represent contract fulfillment costs and contract acquisition costs which include commissions and installation costs in our cable and wireline segments. Capitalized contract costs are amortized on a straight line basis over the contract term plus expected renewals. The Company applies the practical expedient to expense contract acquisition costs when incurred if the amortization period would be twelve months or less. The amortization of these costs is included in cost of services, and selling, general and administrative expenses. Amounts capitalized were approximately $9.7 million as of March 31, 2018 of which $4.6 million is presented as prepaid expenses and other and $5.1 million is presented as deferred charges and other assets, net. Amortization recognized during the three-month period ended at March 31, 2018 was approximately $1.3 million . There was no impairment loss in relation to the costs capitalized. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2018 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisition Sprint Territory Expansion: Effective February 1, 2018, the Company signed an expansion agreement with Sprint to expand our wireless service area to include certain areas in Kentucky, Pennsylvania, Virginia and West Virginia, (the “Expansion Area”). The agreement includes certain network build out requirements in the Expansion Area, and the ability to utilize Sprint’s spectrum in the Expansion Area. Pursuant to the expansion agreement, Sprint agreed to, among other things, transition the provision of network coverage in the Expansion Area from Sprint to the Company. The Expansion Agreement required a payment of $52.0 million for the right to service the Expansion Area pursuant to the Affiliate Agreements plus an optional payment of up to $5.0 million for certain equipment at the Sprint cell sites in the Expansion Area. The option is exercisable at the Company's discretion. The acquisition was accounted for as an asset acquisition. The Company recorded the following in the wireless segment: ($ in thousands) Estimated Useful Life February 1, 2018 Affiliate Contract Expansion 12 $ 45,148 Option to acquire tangible assets — 6,497 Off-market leases - favorable 16.5* 3,665 Off-market leases - unfavorable 4.2* (3,310 ) Total $ 52,000 *Estimated useful lives are approximate and represent the average of the remaining useful lives of the underlying leases. The options to acquire tangible assets are classified as "Prepaid expenses and other" within current assets on the Company's balance sheet. The option is exercisable at any time and expires in two years. The option was measured for fair value using a cost approach on a recurring basis and using Level 3 inputs. The off-market leases - favorable and off-market leases - unfavorable, are classified as "Intangible assets, net" and "Deferred lease", respectively, on the Company's balance sheet. Refer to Note 6, Fair Value Measurements , and Note 8, Goodwill and Other Intangible Assets, for additional information. |
Customer Concentration
Customer Concentration | 3 Months Ended |
Mar. 31, 2018 | |
Significant Contractual Relationship [Abstract] | |
Customer Concentration | Customer Concentration Significant Contractual Relationship In 1999, the Company executed a Management Agreement (the “Agreement”) with Sprint whereby the Company committed to construct and operate a PCS network using CDMA air interface technology. Under the Agreement, the Company was the exclusive PCS Affiliate of Sprint providing wireless mobility communications network products and services on the 1900 MHz band in its territory across a multi-state area covering large portions of central and western Virginia, south-central Pennsylvania, West Virginia, and portions of Maryland, North Carolina, Kentucky, and Ohio. Since then, the Company’s wireless service area has expanded to include new portions of south-central and western Virginia, West Virginia, and small portions of Kentucky and Ohio. The Company is authorized to use the Sprint brand in its territory, and operate its network under Sprint’s radio spectrum licenses. As an exclusive PCS Affiliate of Sprint, the Company has the exclusive right to build, own and maintain its portion of Sprint’s nationwide PCS network, in the aforementioned areas, to Sprint’s specifications. The term of the Agreement was initially set for 20 years and was automatically renewable for three 10-year options, unless terminated by either party under provisions outlined in the Agreement. Upon non-renewal by either party, the Company has the obligation to sell the business at 90% of “Entire Business Value” (“EBV”) as defined in the Agreement. EBV is defined as i) the fair market value of a going concern paid by a willing buyer to a willing seller; ii) valued as if the business will continue to utilize existing brands and operate under existing agreements; and, iii) valued as if Manager (Shentel) owns the spectrum. Determination of EBV is made by an independent appraisal process. The Agreement has been amended numerous times. Amendment to the Affiliate agreement related to the acquisition of Expansion Area : Effective with the acquisition of Expansion Area on February 1, 2018, the Company amended its Agreement with Sprint to expand our wireless service area to include certain areas in Kentucky, Pennsylvania, Virginia and West Virginia. The agreement includes certain network build out requirements in the Expansion Area, and the ability to utilize Sprint’s spectrum in the Expansion Area along with certain other amendments to the Affiliate Agreements. Pursuant to the Expansion Agreement, Sprint agreed to, among other things, transition the provision of network coverage in the Expansion Area from Sprint to us. |
Earnings (Loss) per share ("EPS
Earnings (Loss) per share ("EPS") | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) per share (EPS) | Earnings (Loss) Per Share ("EPS") Basic EPS was computed by dividing net income or loss by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per share was computed under the treasury stock method, assuming the conversion as of the beginning of the period, for all dilutive stock options. Diluted EPS was computed by dividing net income by the sum of the weighted average number of shares of common stock outstanding and potentially dilutive securities outstanding during the period under the treasury stock method. Potentially dilutive securities include stock options and restricted stock units and shares that the Company is contractually obligated to issue in the future. The following table indicates the computation of basic and diluted earnings per share for the three months ended March 31, 2018 and 2017: Three Months Ended (in thousands, except per share amounts) 2018 2017 Calculation of net income (loss) per share: Net income (loss) $ 4,829 $ 2,341 Weighted average shares outstanding 49,474 49,050 Basic income (loss) per share $ 0.10 $ 0.05 Effect of stock options outstanding: Basic weighted average shares outstanding 49,474 49,050 Effect from dilutive shares and options outstanding 550 784 Diluted weighted average shares outstanding 50,024 49,834 Diluted income (loss) per share $ 0.10 $ 0.05 The computation of diluted EPS does not include certain unvested awards, on a weighted average basis, because their inclusion would have an anti-dilutive effect on EPS. The awards excluded because of their anti-dilutive effect are as follows: Three Months Ended (in thousands) 2018 2017 Awards excluded from the computation of diluted net income per share because their inclusion would have been anti-dilutive 141 125 |
Fair Value Measurements (Notes)
Fair Value Measurements (Notes) | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following tables present the hierarchy for financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2018 and December 31, 2017: (in thousands) March 31, 2018 Balance sheet location: Level 1 Level 2 Level 3 Total Cash Equivalents: Money market funds $ 151 $ — $ — $ 151 Prepaid expenses & other: Interest rate swaps — 3,673 — 3,673 Option to acquire tangible assets 6,497 6,497 Deferred charges & other assets, net: Interest rate swaps — 13,692 — 13,692 Total $ 151 $ 17,365 $ 6,497 $ 24,013 (in thousands) December 31, 2017 Balance sheet location: Level 1 Level 2 Level 3 Total Cash Equivalents: Money market funds $ 150 $ — $ — $ 150 Prepaid expenses & other: Interest rate swaps — 2,411 — 2,411 Deferred charges & other assets, net: Interest rate swaps — 10,776 — 10,776 Total $ 150 $ 13,187 $ — $ 13,337 The following table presents our financial instruments measured at fair value using unobservable inputs (Level 3): Fair Value Measurements Using Unobservable Inputs (Level 3) March 31, 2018 December 31, 2017 Balance, beginning of period $ — $ — Sprint Territory Expansion (Note 3): Option to acquire tangible assets 6,497 — Balance, end of period $ 6,497 $ — The option is exercisable at any time and expires in two years. The option was measured for fair value using a cost approach on a recurring basis and using Level 3 inputs including the cost of the underlying assets to be acquired and the contractual selling price of those assets. |
Property, Plant and Equipment
Property, Plant and Equipment | 3 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment consisted of the following: (in thousands) March 31, 2018 December 31, 2017 Plant in service $ 1,245,079 $ 1,219,185 Plant under construction 57,005 62,202 1,302,084 1,281,387 Less accumulated amortization and depreciation 630,067 595,060 Net property, plant and equipment $ 672,017 $ 686,327 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill consisted of the following: (in thousands) March 31, 2018 December 31, 2017 Goodwill - Wireless $ 146,383 $ 146,383 Goodwill - Cable 104 104 Goodwill - Wireline 10 10 Goodwill $ 146,497 $ 146,497 Intangible assets consist of the following at March 31, 2018 and December 31, 2017 : March 31, 2018 December 31, 2017 (in thousands) Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Non-amortizing intangibles: Cable franchise rights $ 64,334 $ — $ 64,334 $ 64,334 $ — $ 64,334 Railroad crossing rights 141 — 141 141 — 141 64,475 — 64,475 64,475 — 64,475 Finite-lived intangibles: Affiliate contract expansion - wireless 455,306 (121,808 ) 333,498 410,157 (105,964 ) 304,193 Favorable leases - wireless 16,768 (1,589 ) 15,179 13,103 (1,222 ) 11,881 Acquired subscribers - cable 25,265 (25,138 ) 127 25,265 (25,100 ) 165 Other intangibles 463 (205 ) 258 463 (198 ) 265 Total finite-lived intangibles 497,802 (148,740 ) 349,062 448,988 (132,484 ) 316,504 Total intangible assets $ 562,277 $ (148,740 ) $ 413,537 $ 513,463 $ (132,484 ) $ 380,979 Affiliate contract expansion is amortized over the expected benefit period and is further reduced by the amount of waived management fees received from Sprint which totaled $69.7 million since May 6, 2016, the date of the non-monetary exchange. |
Other Assets and Accrued Liabil
Other Assets and Accrued Liabilities | 3 Months Ended |
Mar. 31, 2018 | |
Other Liabilities Disclosure [Abstract] | |
Other Assets and Accrued Liabilities | Other Assets and Accrued Liabilities Prepaid expenses and other, classified as current assets, included the following: (in thousands) March 31, 2018 December 31, 2017 Prepaid rent $ 9,687 $ 10,519 Prepaid maintenance expenses 4,282 3,062 Interest rate swaps 3,673 2,411 Deferred contract and other costs 46,558 1,119 Prepaid expenses and other $ 64,200 $ 17,111 Deferred contract and other costs include amounts reimbursed to Sprint for commissions and device costs, and commissions and installation costs in the Company’s Cable and Wireline segments. The deferred contract and other costs increased due to the adoption of Topic 606. Refer to Note 2, Revenue from Contracts with Customers, for additional information. Deferred charges and other assets, classified as long-term assets, included the following: (in thousands) March 31, 2018 December 31, 2017 Interest rate swaps $ 13,692 $ 10,776 Deferred contract and other costs 20,242 2,914 Deferred charges and other assets, net $ 33,934 $ 13,690 Deferred contract and other costs include amounts reimbursed to Sprint for commissions and device costs, and commissions and installation costs in the Company’s Cable and Wireline segments. The deferred contract and other costs increased due to the adoption of Topic 606. Refer to Note 2, Revenue from Contracts with Customers, for additional information. Accrued liabilities and other, classified as current liabilities, included the following: (in thousands) March 31, 2018 December 31, 2017 Sales and property taxes payable $ 4,969 $ 3,872 Severance accrual 261 1,028 Asset retirement obligations 923 492 Accrued programming costs 3,029 2,805 Other current liabilities 8,289 5,717 Accrued liabilities and other $ 17,471 $ 13,914 Other liabilities, classified as long-term liabilities, included the following: (in thousands) March 31, 2018 December 31, 2017 Non-current portion of deferred revenues $ 12,523 $ 14,030 Other 1,264 1,263 Other liabilities $ 13,787 $ 15,293 The Company's asset retirement obligations are included in the balance sheet caption "Asset retirement obligations" and "Accrued liabilities and other". The Company records the fair value of an asset retirement obligation as a liability in the period in which it incurs a legal obligation associated with the retirement and removal of leasehold improvements or equipment. The Company also records a corresponding asset, which is depreciated over the life of the leasehold improvement or equipment. Subsequent to the initial measurement of the asset retirement obligation, the obligation is adjusted at the end of each period to reflect the passage of time and changes in the estimated future cash flows underlying the obligation. The terms associated with its operating leases, and applicable zoning ordinances of certain jurisdictions, define the Company’s obligations which are estimated and vary based on the size of the towers. |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Total debt at March 31, 2018 and December 31, 2017 consists of the following: (in thousands) March 31, 2018 December 31, 2017 Term loan A-1 $ 424,375 $ 436,500 Term loan A-2 400,000 400,000 824,375 836,500 Less: unamortized loan fees 13,502 14,542 Total debt, net of unamortized loan fees $ 810,873 $ 821,958 Current maturities of long term debt, net of unamortized loan fees $ 74,486 $ 64,397 Long-term debt, less current maturities, net of unamortized loan fees $ 736,387 $ 757,561 As of March 31, 2018 , the Company's indebtedness totaled approximately $824.4 million , excluding unamortized loan fees of $13.5 million , with an annualized overall weighted average interest rate of approximately 4.02% . As of March 31, 2018, the Term Loan A-1 bears interest at one-month LIBOR plus a margin of 2.25% , while the Term Loan A-2 bears interest at one-month LIBOR plus a margin of 2.50% . At March 31, 2018, one-month LIBOR was 1.88% . LIBOR resets monthly. The Term Loan A-1 requires quarterly principal repayments of $6.1 million , which began on September 30, 2016 and continued through June 30, 2017, increasing to $12.1 million quarterly from September 30, 2017 through June 30, 2020 ; then increasing to $18.2 million quarterly from September 30, 2020 through March 31, 2021, with the remaining balance due June 30, 2021 . The Term Loan A-2 requires quarterly principal repayments of $10.0 million beginning on September 30, 2018 through March 31, 2023 , with the remaining balance due June 30, 2023 . The 2016 credit agreement also required the Company to enter into one or more hedge agreements to manage its exposure to interest rate movements. The Company elected to hedge the minimum required under the 2016 credit agreement, and entered into a pay-fixed, receive-variable swap on 50% of the aggregate expected principal balance of the term loans outstanding. The Company will receive one month LIBOR and pay a fixed rate of 1.16% , in addition to the 2.25% initial spread on Term Loan A-1 and the 2.50% initial spread on Term Loan A-2. The 2016 credit agreement contains affirmative and negative covenants customary to secured credit facilities, including covenants restricting the ability of the Company and its subsidiaries, subject to negotiated exceptions, to incur additional indebtedness and additional liens on their assets, engage in mergers or acquisitions or dispose of assets, pay dividends or make other distributions, voluntarily prepay other indebtedness, enter into transactions with affiliated persons, make investments, and change the nature of the Company’s and its subsidiaries’ businesses. Indebtedness outstanding under any of the facilities may be accelerated by an Event of Default, as defined in the 2016 credit agreement. The Facilities are secured by a pledge by the Company of its stock and membership interests in its subsidiaries, a guarantee by the Company’s subsidiaries other than Shenandoah Telephone Company, and a security interest in substantially all of the assets of the Company and the guarantors. The Company is subject to certain financial covenants to be measured on a trailing twelve month basis each calendar quarter unless otherwise specified. These covenants include: • a limitation on the Company’s total leverage ratio, defined as indebtedness divided by earnings before interest, taxes, depreciation and amortization, or EBITDA, of less than or equal to 3.75 to 1.00 from the closing date through December 30, 2018, then 3.25 to 1.00 through December 30, 2019, and 3.00 to 1.00 thereafter; • a minimum debt service coverage ratio, defined as EBITDA minus certain cash taxes divided by the sum of all scheduled principal payments on the Term Loans and scheduled principal payments on other indebtedness plus cash interest expense, greater than 2.00 to 1.00; • the Company must maintain a minimum liquidity balance of greater than $25 million . The balance is defined as availability under the revolver facility plus unrestricted cash and cash equivalents on deposit in a deposit account for which a control agreement has been delivered to the administrative agent under the 2016 credit agreement. As shown below, as of March 31, 2018 , the Company was in compliance with the covenants in its credit agreements. Actual Covenant Requirement Total Leverage Ratio 2.95 3.75 or Lower Debt Service Coverage Ratio 3.58 2.00 or Higher Minimum Liquidity Balance (in thousands) $ 122,834 $25 million or Higher Credit Facility Modification: On February 16, 2018, the Company, entered into a Second Amendment to Credit Agreement (the “Second Amendment”) with CoBank, ACB, as administrative agent of its Credit Agreement and the various financial institutions party thereto (the “Lenders”), which modifies the Credit Agreement by (i) reducing the interest rate paid by the Company by approximately 50 basis points with respect to certain loans made by the Lenders to the Company under the Credit Agreement, and (ii) allowing the Company to make charitable contributions to the Shentel Foundation, a Virginia nonstock corporation, of up to $1.5 million in any fiscal year. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company files U.S. federal income tax returns and various state and local income tax returns. With few exceptions, years prior to 2014 are no longer subject to examination; net operating losses acquired in the nTelos acquisition are open to examination from 2002 forward. The Company is not subject to any state or federal income tax audits as of March 31, 2018 . The effective tax rate has fluctuated in recent periods due to the minimal base of pre-tax earnings or losses and has been further impacted by share based compensation tax benefits which are recognized as incurred under the provisions of ASC 740, "Income Taxes". On December 22, 2017, the Tax Cuts and Jobs Act (the “2017 Tax Act”) was enacted, substantially changing the U.S. tax system. The 2017 Tax Act includes a number of changes to existing U.S. tax laws that impact the Company, most notably a reduction of the U.S. corporate income tax rate from 35 percent to 21 percent for tax years beginning after December 31, 2017. The 2017 Tax Act also provides immediate expensing for certain qualified assets acquired and placed into service after September 27, 2017 as well as prospective changes beginning in 2018, including acceleration of tax revenue recognition, additional limitations on deductibility of executive compensation and limitations on the deductibility of interest. On December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (SAB 118) to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed in reasonable detail to complete the accounting for certain income tax effects of the 2017 Tax Act. The Company recognized the income tax effects of the 2017 Tax Act in its 2017 consolidated financial statements in accordance with SAB No. 118. As of March 31, 2018, the Company is continuing to evaluate the provisional amounts recorded related to the 2017 Tax Act at December 31, 2017, and has not recognized any additional adjustments to such provisional amounts. |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting Three Months Ended March 31, 2018 (in thousands) Wireless Cable Wireline Other Eliminations Consolidated Totals External revenues Service revenues $ 89,759 $ 28,471 $ 5,308 $ — $ — $ 123,538 Equipment revenues 17,374 159 46 — — 17,579 Other 2,026 2,050 6,539 — — 10,615 Total external revenues 109,159 30,680 11,893 — — 151,732 Internal revenues 1,239 1,031 7,814 — (10,084 ) — Total operating revenues 110,398 31,711 19,707 — (10,084 ) 151,732 Operating expenses Costs of services 33,750 15,156 9,802 — (9,366 ) 49,342 Costs of goods sold 15,727 56 22 — — 15,805 Selling, general & administrative 12,135 4,948 1,717 10,668 (718 ) 28,750 Acquisition, integration & migration expenses — — — — — — Depreciation & amortization 33,925 6,024 3,394 144 — 43,487 Total operating expenses 95,537 26,184 14,935 10,812 (10,084 ) 137,384 Operating income (loss) $ 14,861 $ 5,527 $ 4,772 $ (10,812 ) $ — $ 14,348 Three Months Ended March 31, 2017 : (in thousands) Wireless Cable Wireline Other Eliminations Consolidated Totals External revenues Service revenues $ 108,186 $ 26,411 $ 5,048 $ — $ — $ 139,645 Equipment revenues 3,145 182 32 — — 3,359 Other 2,897 1,853 6,126 — — 10,876 Total external revenues 114,228 28,446 11,206 — — 153,880 Internal revenues 1,235 567 7,948 — (9,750 ) — Total operating revenues 115,463 29,013 19,154 — (9,750 ) 153,880 Operating expenses Costs of services 33,423 15,178 9,233 — (9,058 ) 48,776 Costs of goods sold 4,895 50 40 — — 4,985 Selling, general & administrative 28,464 4,858 1,676 5,847 (692 ) 40,153 Acquisition, integration & migration expenses 3,792 — — 697 — 4,489 Depreciation & amortization 35,752 5,788 3,132 132 — 44,804 Total operating expenses 106,326 25,874 14,081 6,676 (9,750 ) 143,207 Operating income (loss) $ 9,137 $ 3,139 $ 5,073 $ (6,676 ) $ — $ 10,673 A reconciliation of the total of the reportable segments’ operating income (loss) to consolidated income (loss) before taxes is as follows: Three Months Ended (in thousands) 2018 2017 Total consolidated operating income (loss) $ 14,348 $ 10,673 Interest expense (9,332 ) (9,100 ) Non-operating income, net 989 1,375 Income (loss) before income taxes $ 6,005 $ 2,948 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The Company earns revenue primarily through the sale of our wireless telecommunications services, wireless equipment, and business, residential, and enterprise cable and wireline services that include video, internet, voice, and data services as follows: (in thousands) Wireless Cable Wireline Consolidated Wireless service $ 89,760 $ — $ — $ 89,760 Wireless equipment 17,374 — — 17,374 Business, residential and enterprise — 29,131 10,691 39,822 Tower 2,896 1,046 5,665 9,607 Other 368 1,534 3,351 5,253 Total revenue 110,398 31,711 19,707 161,816 Internal revenues (1,239 ) (1,031 ) (7,814 ) (10,084 ) Total operating revenue $ 109,159 $ 30,680 $ 11,893 $ 151,732 |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | The cumulative effect of the changes made to our consolidated January 1, 2018 balance sheet for the adoption of the new revenue standard were as follows: (in thousands) Balance at December 31, 2017 Adjustments due to Topic 606 Balance at January 1, 2018 Assets Prepaid expenses and other $ 17,111 $ 36,577 $ 53,688 Deferred charges and other 13,690 16,107 29,797 Liabilities Advanced billing and customer deposits $ 21,153 $ (14,302 ) $ 6,851 Deferred income taxes 100,879 18,151 119,030 Other long-term liabilities 15,293 (1,200 ) 14,093 Retained earnings 297,205 50,035 347,240 In accordance with the new revenue standard requirements, the disclosure of the impact of adoption on our consolidated income statement and balance sheet was as follows: Three Months Ended March 31, 2018 (in thousands) As Reported Balances without Adoption of Topic 606 Effect of Change Higher/(Lower) Operating revenues $ 151,732 $ 155,871 $ (4,139 ) Operating expenses: Cost of services 49,342 49,199 143 Cost of goods sold 15,805 6,118 9,687 Selling, general and administrative 28,750 42,968 (14,218 ) Three Months Ended March 31, 2018 (in thousands) As Reported Balances without Adoption of Topic 606 Effect of Change Higher/(Lower) Assets Prepaid expenses and other 64,200 27,086 37,114 Deferred charges and other 33,934 18,115 15,819 Liabilities Deferred income taxes 115,809 97,591 18,218 Advanced billing and customer deposits 6,919 21,221 (14,302 ) Other long-term liabilities 13,787 14,987 (1,200 ) Retained earnings 352,069 301,852 50,217 |
Acquisitions Acquisition (Table
Acquisitions Acquisition (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Business Combinations [Abstract] | |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | recorded the following in the wireless segment: ($ in thousands) Estimated Useful Life February 1, 2018 Affiliate Contract Expansion 12 $ 45,148 Option to acquire tangible assets — 6,497 Off-market leases - favorable 16.5* 3,665 Off-market leases - unfavorable 4.2* (3,310 ) Total $ 52,000 |
Earnings (Loss) per share ("E22
Earnings (Loss) per share ("EPS") (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table indicates the computation of basic and diluted earnings per share for the three months ended March 31, 2018 and 2017: Three Months Ended (in thousands, except per share amounts) 2018 2017 Calculation of net income (loss) per share: Net income (loss) $ 4,829 $ 2,341 Weighted average shares outstanding 49,474 49,050 Basic income (loss) per share $ 0.10 $ 0.05 Effect of stock options outstanding: Basic weighted average shares outstanding 49,474 49,050 Effect from dilutive shares and options outstanding 550 784 Diluted weighted average shares outstanding 50,024 49,834 Diluted income (loss) per share $ 0.10 $ 0.05 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The awards excluded because of their anti-dilutive effect are as follows: Three Months Ended (in thousands) 2018 2017 Awards excluded from the computation of diluted net income per share because their inclusion would have been anti-dilutive 141 125 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Hierarchy, Assets and Liabilities Measured on Recurring Basis | The following tables present the hierarchy for financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2018 and December 31, 2017: (in thousands) March 31, 2018 Balance sheet location: Level 1 Level 2 Level 3 Total Cash Equivalents: Money market funds $ 151 $ — $ — $ 151 Prepaid expenses & other: Interest rate swaps — 3,673 — 3,673 Option to acquire tangible assets 6,497 6,497 Deferred charges & other assets, net: Interest rate swaps — 13,692 — 13,692 Total $ 151 $ 17,365 $ 6,497 $ 24,013 (in thousands) December 31, 2017 Balance sheet location: Level 1 Level 2 Level 3 Total Cash Equivalents: Money market funds $ 150 $ — $ — $ 150 Prepaid expenses & other: Interest rate swaps — 2,411 — 2,411 Deferred charges & other assets, net: Interest rate swaps — 10,776 — 10,776 Total $ 150 $ 13,187 $ — $ 13,337 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table presents our financial instruments measured at fair value using unobservable inputs (Level 3): Fair Value Measurements Using Unobservable Inputs (Level 3) March 31, 2018 December 31, 2017 Balance, beginning of period $ — $ — Sprint Territory Expansion (Note 3): Option to acquire tangible assets 6,497 — Balance, end of period $ 6,497 $ — The option is exercisable at any time and expires in two years. The option was measured for fair value using a cost approach on a recurring basis and using Level 3 inputs including the cost of the underlying assets to be acquired and the contractual selling price of those assets. |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, plant and equipment consisted of the following: (in thousands) March 31, 2018 December 31, 2017 Plant in service $ 1,245,079 $ 1,219,185 Plant under construction 57,005 62,202 1,302,084 1,281,387 Less accumulated amortization and depreciation 630,067 595,060 Net property, plant and equipment $ 672,017 $ 686,327 |
Goodwill and Other Intangible25
Goodwill and Other Intangible Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Amount of Goodwill | : (in thousands) March 31, 2018 December 31, 2017 Goodwill - Wireless $ 146,383 $ 146,383 Goodwill - Cable 104 104 Goodwill - Wireline 10 10 Goodwill $ 146,497 $ 146,497 |
Schedule of Intangible Assets | Intangible assets consist of the following at March 31, 2018 and December 31, 2017 : March 31, 2018 December 31, 2017 (in thousands) Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Non-amortizing intangibles: Cable franchise rights $ 64,334 $ — $ 64,334 $ 64,334 $ — $ 64,334 Railroad crossing rights 141 — 141 141 — 141 64,475 — 64,475 64,475 — 64,475 Finite-lived intangibles: Affiliate contract expansion - wireless 455,306 (121,808 ) 333,498 410,157 (105,964 ) 304,193 Favorable leases - wireless 16,768 (1,589 ) 15,179 13,103 (1,222 ) 11,881 Acquired subscribers - cable 25,265 (25,138 ) 127 25,265 (25,100 ) 165 Other intangibles 463 (205 ) 258 463 (198 ) 265 Total finite-lived intangibles 497,802 (148,740 ) 349,062 448,988 (132,484 ) 316,504 Total intangible assets $ 562,277 $ (148,740 ) $ 413,537 $ 513,463 $ (132,484 ) $ 380,979 |
Other Assets and Accrued Liab26
Other Assets and Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Current Assets | Prepaid expenses and other, classified as current assets, included the following: (in thousands) March 31, 2018 December 31, 2017 Prepaid rent $ 9,687 $ 10,519 Prepaid maintenance expenses 4,282 3,062 Interest rate swaps 3,673 2,411 Deferred contract and other costs 46,558 1,119 Prepaid expenses and other $ 64,200 $ 17,111 |
Schedule of Other Assets, Noncurrent | Deferred charges and other assets, classified as long-term assets, included the following: (in thousands) March 31, 2018 December 31, 2017 Interest rate swaps $ 13,692 $ 10,776 Deferred contract and other costs 20,242 2,914 Deferred charges and other assets, net $ 33,934 $ 13,690 |
Summary of Accrued Liabilities and Other | Accrued liabilities and other, classified as current liabilities, included the following: (in thousands) March 31, 2018 December 31, 2017 Sales and property taxes payable $ 4,969 $ 3,872 Severance accrual 261 1,028 Asset retirement obligations 923 492 Accrued programming costs 3,029 2,805 Other current liabilities 8,289 5,717 Accrued liabilities and other $ 17,471 $ 13,914 |
Summary of Other Liabilities | Other liabilities, classified as long-term liabilities, included the following: (in thousands) March 31, 2018 December 31, 2017 Non-current portion of deferred revenues $ 12,523 $ 14,030 Other 1,264 1,263 Other liabilities $ 13,787 $ 15,293 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of long term debt | Total debt at March 31, 2018 and December 31, 2017 consists of the following: (in thousands) March 31, 2018 December 31, 2017 Term loan A-1 $ 424,375 $ 436,500 Term loan A-2 400,000 400,000 824,375 836,500 Less: unamortized loan fees 13,502 14,542 Total debt, net of unamortized loan fees $ 810,873 $ 821,958 Current maturities of long term debt, net of unamortized loan fees $ 74,486 $ 64,397 Long-term debt, less current maturities, net of unamortized loan fees $ 736,387 $ 757,561 |
Financial covenants in credit agreements | As shown below, as of March 31, 2018 , the Company was in compliance with the covenants in its credit agreements. Actual Covenant Requirement Total Leverage Ratio 2.95 3.75 or Lower Debt Service Coverage Ratio 3.58 2.00 or Higher Minimum Liquidity Balance (in thousands) $ 122,834 $25 million or Higher |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Selected Financial Data for Segments | Three Months Ended March 31, 2018 (in thousands) Wireless Cable Wireline Other Eliminations Consolidated Totals External revenues Service revenues $ 89,759 $ 28,471 $ 5,308 $ — $ — $ 123,538 Equipment revenues 17,374 159 46 — — 17,579 Other 2,026 2,050 6,539 — — 10,615 Total external revenues 109,159 30,680 11,893 — — 151,732 Internal revenues 1,239 1,031 7,814 — (10,084 ) — Total operating revenues 110,398 31,711 19,707 — (10,084 ) 151,732 Operating expenses Costs of services 33,750 15,156 9,802 — (9,366 ) 49,342 Costs of goods sold 15,727 56 22 — — 15,805 Selling, general & administrative 12,135 4,948 1,717 10,668 (718 ) 28,750 Acquisition, integration & migration expenses — — — — — — Depreciation & amortization 33,925 6,024 3,394 144 — 43,487 Total operating expenses 95,537 26,184 14,935 10,812 (10,084 ) 137,384 Operating income (loss) $ 14,861 $ 5,527 $ 4,772 $ (10,812 ) $ — $ 14,348 Three Months Ended March 31, 2017 : (in thousands) Wireless Cable Wireline Other Eliminations Consolidated Totals External revenues Service revenues $ 108,186 $ 26,411 $ 5,048 $ — $ — $ 139,645 Equipment revenues 3,145 182 32 — — 3,359 Other 2,897 1,853 6,126 — — 10,876 Total external revenues 114,228 28,446 11,206 — — 153,880 Internal revenues 1,235 567 7,948 — (9,750 ) — Total operating revenues 115,463 29,013 19,154 — (9,750 ) 153,880 Operating expenses Costs of services 33,423 15,178 9,233 — (9,058 ) 48,776 Costs of goods sold 4,895 50 40 — — 4,985 Selling, general & administrative 28,464 4,858 1,676 5,847 (692 ) 40,153 Acquisition, integration & migration expenses 3,792 — — 697 — 4,489 Depreciation & amortization 35,752 5,788 3,132 132 — 44,804 Total operating expenses 106,326 25,874 14,081 6,676 (9,750 ) 143,207 Operating income (loss) $ 9,137 $ 3,139 $ 5,073 $ (6,676 ) $ — $ 10,673 |
Reconciliation of Income (Loss) from Continuing Operations from Segments to Consolidated | A reconciliation of the total of the reportable segments’ operating income (loss) to consolidated income (loss) before taxes is as follows: Three Months Ended (in thousands) 2018 2017 Total consolidated operating income (loss) $ 14,348 $ 10,673 Interest expense (9,332 ) (9,100 ) Non-operating income, net 989 1,375 Income (loss) before income taxes $ 6,005 $ 2,948 |
Revenue Recognition - Revenue b
Revenue Recognition - Revenue by Category (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | $ 151,732 |
Wireless | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | 109,159 |
Cable | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | 30,680 |
Wireline | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | 11,893 |
Operating Segments | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | 161,816 |
Operating Segments | Wireless service | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | 89,760 |
Operating Segments | Wireless equipment | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | 17,374 |
Operating Segments | Business, residential and enterprise | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | 39,822 |
Operating Segments | Tower | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | 9,607 |
Operating Segments | Other | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | 5,253 |
Operating Segments | Wireless | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | 110,398 |
Operating Segments | Wireless | Wireless service | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | 89,760 |
Operating Segments | Wireless | Wireless equipment | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | 17,374 |
Operating Segments | Wireless | Business, residential and enterprise | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | 0 |
Operating Segments | Wireless | Tower | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | 2,896 |
Operating Segments | Wireless | Other | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | 368 |
Operating Segments | Cable | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | 31,711 |
Operating Segments | Cable | Wireless service | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | 0 |
Operating Segments | Cable | Wireless equipment | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | 0 |
Operating Segments | Cable | Business, residential and enterprise | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | 29,131 |
Operating Segments | Cable | Tower | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | 1,046 |
Operating Segments | Cable | Other | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | 1,534 |
Operating Segments | Wireline | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | 19,707 |
Operating Segments | Wireline | Wireless service | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | 0 |
Operating Segments | Wireline | Wireless equipment | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | 0 |
Operating Segments | Wireline | Business, residential and enterprise | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | 10,691 |
Operating Segments | Wireline | Tower | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | 5,665 |
Operating Segments | Wireline | Other | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | 3,351 |
Intersegment Eliminations | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | (10,084) |
Intersegment Eliminations | Wireless | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | (1,239) |
Intersegment Eliminations | Cable | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | (1,031) |
Intersegment Eliminations | Wireline | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | $ (7,814) |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | Jan. 01, 2018 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Percentage of consolidated revenue | 59.00% | ||
Management fee, percentage | 8.00% | ||
Service fee retained by Sprint | 8.60% | ||
Management fee on prepaid wireless revenues and costs | 6.00% | ||
Wireless contract asset balance | $ 43,200,000 | $ 42,800,000 | |
Payments to increase wireless contract asset balance | 13,800,000 | ||
Amortization to reduce revenue | $ 13,400,000 | ||
Revenue recorded from equipment financing transactions | $ 63,800,000 | ||
Estimated customer life (in months) | 42 months | ||
Change in accounting principle - adoption of accounting standard (Note 2) | $ 50,035,000 | ||
Cost to fulfill contract | 9,700,000 | ||
Amortization of capitalized costs to fulfill contracts | 1,300,000 | ||
Impairment loss recognized, capitalized cost to fulfill contracts | $ 0 | ||
Cable | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Installation revenue, recognition period | 10 months | ||
Commissions and other costs, recognition period (in months) | 44 months | ||
Wireline | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Installation revenue, recognition period | 11 months | ||
Commissions and other costs, recognition period (in months) | 72 months | ||
Enterprise | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Commissions and other costs, recognition period (in months) | 46 months | ||
Prepaid expenses and other | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Cost to fulfill contract | $ 4,600,000 | ||
Deferred charges and other assets, net | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Cost to fulfill contract | $ 5,100,000 | ||
Cost of Goods and Services Sold | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Reimbursement payments, cost of equipment and commissions | 63,500,000 | ||
Selling, General and Administrative Expenses | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Reimbursement payments, cost of equipment and commissions | $ 16,900,000 |
Revenue Recognition - Adjustmen
Revenue Recognition - Adjustments to Previously Reported Consolidated Financial Statements from the Adoption of Accounting Pronouncements (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Jan. 01, 2018 | Dec. 31, 2017 | |
Assets [Abstract] | ||||
Accounts receivable, net | $ 51,095 | $ 54,184 | ||
Prepaid expenses and other | 64,200 | $ 53,688 | 17,111 | |
Deferred charges and other assets, net | 33,934 | 29,797 | 13,690 | |
Liabilities [Abstract] | ||||
Advanced billings and customer deposits | 6,919 | 6,851 | 21,153 | |
Deferred income taxes | 115,809 | 119,030 | 100,879 | |
Other long-term liabilities | 13,787 | 14,093 | 15,293 | |
Retained earnings | 352,069 | 347,240 | 297,205 | |
Operating revenues | 151,732 | $ 153,880 | ||
Cost of services | 49,342 | 48,776 | ||
Cost of goods sold | 15,805 | 4,985 | ||
Selling, general and administrative | 28,750 | $ 40,153 | ||
Calculated under Revenue Guidance in Effect before Topic 606 | ||||
Assets [Abstract] | ||||
Prepaid expenses and other | 27,086 | 17,111 | ||
Deferred charges and other assets, net | 18,115 | 13,690 | ||
Liabilities [Abstract] | ||||
Advanced billings and customer deposits | 21,221 | 21,153 | ||
Deferred income taxes | 97,591 | 100,879 | ||
Other long-term liabilities | 14,987 | 15,293 | ||
Retained earnings | 301,852 | $ 297,205 | ||
Operating revenues | 155,871 | |||
Cost of services | 49,199 | |||
Cost of goods sold | 6,118 | |||
Selling, general and administrative | 42,968 | |||
Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | Accounting Standards Update 2014-09 | ||||
Assets [Abstract] | ||||
Prepaid expenses and other | 37,114 | 36,577 | ||
Deferred charges and other assets, net | 15,819 | 16,107 | ||
Liabilities [Abstract] | ||||
Advanced billings and customer deposits | (14,302) | (14,302) | ||
Deferred income taxes | 18,218 | 18,151 | ||
Other long-term liabilities | (1,200) | (1,200) | ||
Retained earnings | 50,217 | $ 50,035 | ||
Operating revenues | (4,139) | |||
Cost of services | 143 | |||
Cost of goods sold | 9,687 | |||
Selling, general and administrative | $ (14,218) |
Revenue Recognition - Remaining
Revenue Recognition - Remaining Performance Obligations (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | $ 0.5 |
Remaining performance obligations, period | 9 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | $ 0.5 |
Remaining performance obligations, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | $ 2.5 |
Remaining performance obligations, period | 12 months |
Acquisitions - Sprint Territory
Acquisitions - Sprint Territory Expansion (Details) - USD ($) | Feb. 01, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | |||
One-time payment for expansion of service area | $ 52,000,000 | ||
Finite-lived intangible assets | (52,000,000) | $ (349,062,000) | $ (316,504,000) |
Maximum | |||
Business Acquisition [Line Items] | |||
One-time payment for expansion of service area, additional payment | $ 5,000,000 | ||
Affiliate Contract Expansion | |||
Business Acquisition [Line Items] | |||
Estimated useful life, finite lived intangible assets | 12 years | ||
Finite-lived intangible assets | $ (45,148,000) | (333,498,000) | (304,193,000) |
Option to acquire tangible assets | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible assets | $ (6,497,000) | ||
Off-market leases - favorable | |||
Business Acquisition [Line Items] | |||
Estimated useful life, finite lived intangible assets | 16 years 6 months | ||
Finite-lived intangible assets | $ (3,665,000) | $ (15,179,000) | $ (11,881,000) |
Off-market leases - unfavorable | |||
Business Acquisition [Line Items] | |||
Estimated useful life, finite lived intangible assets | 4 years 2 months 12 days | ||
Finite-lived intangible assets | $ (3,310,000) |
Earnings (Loss) per share ("E34
Earnings (Loss) per share ("EPS") - Schedule of Diluted Earnings Per Shares Calculation (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Calculation of net income (loss) per share: | ||
Net income (loss) | $ 4,829 | $ 2,341 |
Basic weighted average shares outstanding (in shares) | 49,474 | 49,050 |
Basic income (loss) per share (in dollars per share) | $ 0.10 | $ 0.05 |
Effect of stock options outstanding: | ||
Basic weighted average shares outstanding (in shares) | 49,474 | 49,050 |
Effect from dilutive shares and options outstanding (in shares) | 550 | 784 |
Diluted weighted average shares (in shares) | 50,024 | 49,834 |
Diluted income (loss) per share (in dollars per share) | $ 0.10 | $ 0.05 |
Earnings (Loss) per share ("E35
Earnings (Loss) per share ("EPS") - Schedule of Antidilutive Shares (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Earnings Per Share [Abstract] | ||
Awards excluded from the computation of diluted net income per share because their inclusion would have been anti-dilutive (in shares) | 141 | 125 |
Fair Value Measurements - Hiera
Fair Value Measurements - Hierarchy (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Feb. 01, 2018 | Dec. 31, 2017 |
Assets, Fair Value Disclosure [Abstract] | |||
Finite-lived intangible assets | $ 349,062 | $ 52,000 | $ 316,504 |
Fair Value, Measurements, Recurring | |||
Assets, Fair Value Disclosure [Abstract] | |||
Total Assets | 24,013 | 13,337 | |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 1 | |||
Assets, Fair Value Disclosure [Abstract] | |||
Total Assets | 151 | 150 | |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 2 | |||
Assets, Fair Value Disclosure [Abstract] | |||
Total Assets | 17,365 | 13,187 | |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 3 | |||
Assets, Fair Value Disclosure [Abstract] | |||
Total Assets | 6,497 | 0 | |
Money Market Funds | Fair Value, Measurements, Recurring | |||
Assets, Fair Value Disclosure [Abstract] | |||
Money market funds | 151 | 150 | |
Money Market Funds | Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 1 | |||
Assets, Fair Value Disclosure [Abstract] | |||
Money market funds | 151 | 150 | |
Money Market Funds | Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 2 | |||
Assets, Fair Value Disclosure [Abstract] | |||
Money market funds | 0 | 0 | |
Money Market Funds | Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 3 | |||
Assets, Fair Value Disclosure [Abstract] | |||
Money market funds | 0 | 0 | |
Prepaid expenses and other | Interest rate swap | Fair Value, Measurements, Recurring | |||
Assets, Fair Value Disclosure [Abstract] | |||
Interest rate swaps | 3,673 | 2,411 | |
Prepaid expenses and other | Interest rate swap | Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 1 | |||
Assets, Fair Value Disclosure [Abstract] | |||
Interest rate swaps | 0 | 0 | |
Prepaid expenses and other | Interest rate swap | Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 2 | |||
Assets, Fair Value Disclosure [Abstract] | |||
Interest rate swaps | 3,673 | 2,411 | |
Prepaid expenses and other | Interest rate swap | Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 3 | |||
Assets, Fair Value Disclosure [Abstract] | |||
Interest rate swaps | 0 | 0 | |
Deferred charges and other assets, net | Interest rate swap | |||
Assets, Fair Value Disclosure [Abstract] | |||
Interest rate swaps | 13,692 | 10,776 | |
Deferred charges and other assets, net | Interest rate swap | Fair Value, Measurements, Recurring | |||
Assets, Fair Value Disclosure [Abstract] | |||
Interest rate swaps | 13,692 | 10,776 | |
Deferred charges and other assets, net | Interest rate swap | Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 1 | |||
Assets, Fair Value Disclosure [Abstract] | |||
Interest rate swaps | 0 | 0 | |
Deferred charges and other assets, net | Interest rate swap | Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 2 | |||
Assets, Fair Value Disclosure [Abstract] | |||
Interest rate swaps | 13,692 | 10,776 | |
Deferred charges and other assets, net | Interest rate swap | Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 3 | |||
Assets, Fair Value Disclosure [Abstract] | |||
Interest rate swaps | 0 | $ 0 | |
Option to acquire tangible assets | |||
Assets, Fair Value Disclosure [Abstract] | |||
Finite-lived intangible assets | $ 6,497 | ||
Option to acquire tangible assets | Fair Value, Inputs, Level 3 | |||
Assets, Fair Value Disclosure [Abstract] | |||
Finite-lived intangible assets | 6,497 | ||
Option to acquire tangible assets | Fair Value, Measurements, Recurring | |||
Assets, Fair Value Disclosure [Abstract] | |||
Finite-lived intangible assets | $ 6,497 |
Fair Value Measurements Fair Va
Fair Value Measurements Fair Value Measurements Using Unobservable Inputs (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance, beginning of period | $ 0 | $ 0 |
Option to acquire tangible assets | 6,497 | 0 |
Balance, end of period | $ 6,497 | $ 0 |
Option to acquire tangible asset, period exercisable | 2 years |
Property, Plant and Equipment38
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Property, plant and equipment [Abstract] | ||
Total property, plant and equipment | $ 1,302,084 | $ 1,281,387 |
Less accumulated amortization and depreciation | 630,067 | 595,060 |
Net property, plant and equipment | 672,017 | 686,327 |
Plant in service | ||
Property, plant and equipment [Abstract] | ||
Total property, plant and equipment | 1,245,079 | 1,219,185 |
Plant under construction | ||
Property, plant and equipment [Abstract] | ||
Total property, plant and equipment | $ 57,005 | $ 62,202 |
Goodwill and Other Intangible39
Goodwill and Other Intangible Assets - Changes in Carrying Amount of Goodwill (Details) $ in Thousands | Mar. 31, 2018USD ($) |
Goodwill [Roll Forward] | |
Goodwill beginning balance | $ 146,497 |
Goodwill ending balance | 146,497 |
Wireless | |
Goodwill [Roll Forward] | |
Goodwill beginning balance | 146,383 |
Goodwill ending balance | 146,383 |
Cable | |
Goodwill [Roll Forward] | |
Goodwill beginning balance | 104 |
Goodwill ending balance | 104 |
Wireline | |
Goodwill [Roll Forward] | |
Goodwill beginning balance | 10 |
Goodwill ending balance | $ 10 |
Goodwill and Other Intangible40
Goodwill and Other Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Feb. 01, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | |||
Non-amortizing intangibles: | $ 64,475 | $ 64,475 | |
Gross Carrying Amount | 497,802 | 448,988 | |
Accumulated Amortization | (148,740) | (132,484) | |
Net | 349,062 | $ 52,000 | 316,504 |
Total intangible assets, gross | 562,277 | 513,463 | |
Intangible assets, net | 413,537 | 380,979 | |
Waived management fees under affiliate agreement | 69,700 | ||
Affiliate Contract Expansion | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 455,306 | 410,157 | |
Accumulated Amortization | (121,808) | (105,964) | |
Net | 333,498 | 45,148 | 304,193 |
Favorable leases - wireless | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 16,768 | 13,103 | |
Accumulated Amortization | (1,589) | (1,222) | |
Net | 15,179 | $ 3,665 | 11,881 |
Acquired subscribers - cable | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 25,265 | 25,265 | |
Accumulated Amortization | (25,138) | (25,100) | |
Net | 127 | 165 | |
Other intangibles | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 463 | 463 | |
Accumulated Amortization | (205) | (198) | |
Net | 258 | 265 | |
Cable franchise rights | |||
Finite-Lived Intangible Assets [Line Items] | |||
Non-amortizing intangibles: | 64,334 | 64,334 | |
Railroad crossing rights | |||
Finite-Lived Intangible Assets [Line Items] | |||
Non-amortizing intangibles: | $ 141 | $ 141 |
Other Assets and Accrued Liab41
Other Assets and Accrued Liabilities - Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Other Liabilities Disclosure [Abstract] | |||
Prepaid rent | $ 9,687 | $ 10,519 | |
Prepaid maintenance expenses | 4,282 | 3,062 | |
Derivative Asset, Current | 3,673 | 2,411 | |
Deferred contract and other costs | 46,558 | 1,119 | |
Prepaid expenses and other | $ 64,200 | $ 53,688 | $ 17,111 |
Other Assets and Accrued Liab42
Other Assets and Accrued Liabilities - Long-Term Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Derivatives, Fair Value [Line Items] | |||
Deferred contract and other costs | $ 20,242 | $ 2,914 | |
Deferred charges and other assets, net | 33,934 | $ 29,797 | 13,690 |
Deferred charges and other assets, net | Interest rate swap | |||
Derivatives, Fair Value [Line Items] | |||
Interest rate swaps | $ 13,692 | $ 10,776 |
Other Assets and Accrued Liab43
Other Assets and Accrued Liabilities - Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Other Liabilities Disclosure [Abstract] | ||
Sales and property taxes payable | $ 4,969 | $ 3,872 |
Severance accrual | 261 | 1,028 |
Asset retirement obligations | 923 | 492 |
Accrued programming costs | 3,029 | 2,805 |
Other current liabilities | 8,289 | 5,717 |
Accrued liabilities and other | $ 17,471 | $ 13,914 |
Other Assets and Accrued Liab44
Other Assets and Accrued Liabilities - Long-Term Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Other Liabilities Disclosure [Abstract] | |||
Non-current portion of deferred revenues | $ 12,523 | $ 14,030 | |
Other | 1,264 | 1,263 | |
Other liabilities | $ 13,787 | $ 14,093 | $ 15,293 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 824,375 | $ 836,500 |
Less: unamortized loan fees | 13,502 | 14,542 |
Total debt, net of unamortized loan fees | 810,873 | 821,958 |
Current maturities of long term debt, net of unamortized loan fees | 74,486 | 64,397 |
Long-term debt, less current maturities, net of unamortized loan fees | 736,387 | 757,561 |
Term loan A-1 | ||
Debt Instrument [Line Items] | ||
Long-term debt | 424,375 | 436,500 |
Term loan A-2 | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 400,000 | $ 400,000 |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) | Feb. 16, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Debt Instrument [Line Items] | |||
Long-term debt | $ 824,375,000 | $ 836,500,000 | |
Unamortized loan fees | $ 13,502,000 | 14,542,000 | |
Effective interest rate | 4.02% | ||
Debt instrument, Principal Balance of Term Loans Outstanding, Hedged, Percentage | 50.00% | ||
Fixed rate to pay | 1.16% | ||
Leverage ratio two | 3.25 | ||
Leverage ratio three | 3 | ||
Debt service coverage ratio, actual | 3.58 | ||
Debt instrument covenants minimum liquidity amount | $ 25,000,000 | ||
Reduction in interest rate paid, in basis points | 0.05% | ||
Credit facility modification, charitable contributions | $ 1,500,000 | ||
Maximum | |||
Debt Instrument [Line Items] | |||
Leverage ratio one | 3.75 | ||
Minimum | |||
Debt Instrument [Line Items] | |||
Debt service coverage ratio, actual | 2 | ||
Term loan A-1 | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 424,375,000 | 436,500,000 | |
Periodic payment of principal | 6,100,000 | ||
Periodic payment principal, period two | 12,100,000 | ||
Periodic payment principal, period three | $ 18,200,000 | ||
Term loan A-1 | London Interbank Offered Rate (LIBOR) | |||
Debt Instrument [Line Items] | |||
Variable interest rate | 2.25% | ||
Term loan A-2 | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 400,000,000 | $ 400,000,000 | |
Periodic payment of principal | $ 10,000,000 | ||
Term loan A-2 | London Interbank Offered Rate (LIBOR) | |||
Debt Instrument [Line Items] | |||
Variable interest rate | 2.50% |
Long-Term Debt - Schedule of Fi
Long-Term Debt - Schedule of Financial Covenants (Details) | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Debt Disclosure [Abstract] | |
Leverage ratio, actual | 2.95 |
Covenant requirement, total leverage ratio | 3.75 |
Debt service coverage ratio, actual | 3.58 |
Minimum debt service coverage ratio | 2 |
Covenant, liquidity balance, actual | $ 122,834,000 |
Debt instrument covenants minimum liquidity amount | $ 25,000,000 |
Segment Reporting - Selected Fi
Segment Reporting - Selected Financial Data for Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
External revenues [Abstract] | ||
Service revenues | $ 123,538 | $ 139,645 |
Equipment revenues | 17,579 | 3,359 |
Equipment revenues | 10,615 | 10,876 |
Total operating revenues | 151,732 | 153,880 |
Operating expenses: | ||
Costs of services | 49,342 | 48,776 |
Cost of goods sold | 15,805 | 4,985 |
Selling, general & administrative | 28,750 | 40,153 |
Acquisition, integration & migration expenses | 0 | 4,489 |
Depreciation & amortization | 43,487 | 44,804 |
Total operating expenses | 137,384 | 143,207 |
Operating income (loss) | 14,348 | 10,673 |
Wireless | ||
External revenues [Abstract] | ||
Service revenues | 89,759 | 108,186 |
Equipment revenues | 17,374 | 3,145 |
Equipment revenues | 2,026 | 2,897 |
Total operating revenues | 109,159 | 114,228 |
Cable | ||
External revenues [Abstract] | ||
Service revenues | 28,471 | 26,411 |
Equipment revenues | 159 | 182 |
Equipment revenues | 2,050 | 1,853 |
Total operating revenues | 30,680 | 28,446 |
Wireline | ||
External revenues [Abstract] | ||
Service revenues | 5,308 | 5,048 |
Equipment revenues | 46 | 32 |
Equipment revenues | 6,539 | 6,126 |
Total operating revenues | 11,893 | 11,206 |
Other | ||
External revenues [Abstract] | ||
Service revenues | 0 | 0 |
Equipment revenues | 0 | 0 |
Equipment revenues | 0 | 0 |
Total operating revenues | 0 | 0 |
Operating Segments | Wireless | ||
External revenues [Abstract] | ||
Total operating revenues | 110,398 | 115,463 |
Operating expenses: | ||
Costs of services | 33,750 | 33,423 |
Cost of goods sold | 15,727 | 4,895 |
Selling, general & administrative | 12,135 | 28,464 |
Acquisition, integration & migration expenses | 0 | 3,792 |
Depreciation & amortization | 33,925 | 35,752 |
Total operating expenses | 95,537 | 106,326 |
Operating income (loss) | 14,861 | 9,137 |
Operating Segments | Cable | ||
External revenues [Abstract] | ||
Total operating revenues | 31,711 | 29,013 |
Operating expenses: | ||
Costs of services | 15,156 | 15,178 |
Cost of goods sold | 56 | 50 |
Selling, general & administrative | 4,948 | 4,858 |
Acquisition, integration & migration expenses | 0 | 0 |
Depreciation & amortization | 6,024 | 5,788 |
Total operating expenses | 26,184 | 25,874 |
Operating income (loss) | 5,527 | 3,139 |
Operating Segments | Wireline | ||
External revenues [Abstract] | ||
Total operating revenues | 19,707 | 19,154 |
Operating expenses: | ||
Costs of services | 9,802 | 9,233 |
Cost of goods sold | 22 | 40 |
Selling, general & administrative | 1,717 | 1,676 |
Acquisition, integration & migration expenses | 0 | 0 |
Depreciation & amortization | 3,394 | 3,132 |
Total operating expenses | 14,935 | 14,081 |
Operating income (loss) | 4,772 | 5,073 |
Operating Segments | Other | ||
External revenues [Abstract] | ||
Total operating revenues | 0 | 0 |
Operating expenses: | ||
Costs of services | 0 | 0 |
Cost of goods sold | 0 | 0 |
Selling, general & administrative | 10,668 | 5,847 |
Acquisition, integration & migration expenses | 0 | 697 |
Depreciation & amortization | 144 | 132 |
Total operating expenses | 10,812 | 6,676 |
Operating income (loss) | (10,812) | (6,676) |
Intersegment Eliminations | ||
External revenues [Abstract] | ||
Total operating revenues | (10,084) | (9,750) |
Operating expenses: | ||
Costs of services | (9,366) | (9,058) |
Cost of goods sold | 0 | 0 |
Selling, general & administrative | (718) | (692) |
Acquisition, integration & migration expenses | 0 | 0 |
Depreciation & amortization | 0 | 0 |
Total operating expenses | (10,084) | (9,750) |
Operating income (loss) | 0 | 0 |
Intersegment Eliminations | Wireless | ||
External revenues [Abstract] | ||
Total operating revenues | 1,239 | 1,235 |
Intersegment Eliminations | Cable | ||
External revenues [Abstract] | ||
Total operating revenues | 1,031 | 567 |
Intersegment Eliminations | Wireline | ||
External revenues [Abstract] | ||
Total operating revenues | 7,814 | 7,948 |
Intersegment Eliminations | Other | ||
External revenues [Abstract] | ||
Total operating revenues | $ 0 | $ 0 |
Segment Reporting - Reconciliat
Segment Reporting - Reconciliation of Operating Profit (Loss) from Segments to Consolidated (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Reconciliation of income from continuing operations from segments to consolidated [Abstract] | ||
Total consolidated operating income (loss) | $ 14,348 | $ 10,673 |
Interest expense | (9,332) | (9,100) |
Non-operating income, net | 989 | 1,375 |
Income (loss) before income taxes | $ 6,005 | $ 2,948 |