Cover
Cover - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 14, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 000-09881 | ||
Entity Registrant Name | SHENANDOAH TELECOMMUNICATIONS COMPANY | ||
Entity Incorporation, State or Country Code | VA | ||
Entity Tax Identification Number | 54-1162807 | ||
Entity Address, Address Line One | 500 Shentel Way | ||
Entity Address, City or Town | Edinburg | ||
Entity Address, State or Province | VA | ||
Entity Address, Postal Zip Code | 22824 | ||
City Area Code | 540 | ||
Local Phone Number | 984-4141 | ||
Title of 12(b) Security | Common Stock (No Par Value) | ||
Trading Symbol | SHEN | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 50,272,192 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 0.7 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive proxy statement relating to its 2024 annual meeting of shareholders (the “2024 Proxy Statement”) are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. The 2024 Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates. | ||
Entity Central Index Key | 0000354963 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Audit Information [Abstract] | |
Auditor Name | RSM US LLP |
Auditor Location | Boston, Massachusetts |
Auditor Firm ID | 49 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 139,255 | $ 44,061 |
Accounts receivable, net of allowance for credit losses of $886 and $776, respectively | 19,782 | 20,615 |
Income taxes receivable | 4,691 | 29,755 |
Prepaid expenses and other | 11,782 | 11,509 |
Current assets held for sale | 561 | 22,622 |
Total current assets | 176,071 | 128,562 |
Investments | 13,198 | 12,971 |
Property, plant and equipment, net | 879,499 | 687,553 |
Goodwill and intangible assets, net | 81,123 | 81,515 |
Operating lease right-of-use assets | 50,640 | 53,859 |
Deferred charges and other assets | 13,698 | 13,259 |
Total assets | 1,214,229 | 977,719 |
Current liabilities: | ||
Current maturities of long-term debt, net of unamortized loan fees | 7,095 | 648 |
Accounts payable | 53,546 | 49,173 |
Advanced billings and customer deposits | 13,241 | 12,425 |
Accrued compensation | 11,749 | 9,616 |
Current operating lease liabilities | 3,081 | 2,829 |
Accrued liabilities and other | 9,643 | 17,906 |
Current liabilities held for sale | 0 | 3,824 |
Total current liabilities | 98,355 | 96,421 |
Long-term debt, less current maturities, net of unamortized loan fees | 292,804 | 74,306 |
Other long-term liabilities: | ||
Deferred income taxes | 88,147 | 84,600 |
Asset retirement obligations | 10,069 | 9,932 |
Benefit plan obligations | 3,943 | 3,758 |
Non-current operating lease liabilities | 48,358 | 50,477 |
Other liabilities | 19,883 | 20,218 |
Total other long-term liabilities | 170,400 | 168,985 |
Commitments and contingencies | ||
Shareholders’ equity: | ||
Common stock, no par value, authorized 96,000; 50,272 and 50,110 issued and outstanding at December 31, 2023 and 2022, respectively | 0 | 0 |
Additional paid in capital | 66,933 | 57,453 |
Retained earnings | 584,069 | 580,554 |
Accumulated other comprehensive income, net of taxes | 1,668 | 0 |
Total shareholders’ equity | 652,670 | 638,007 |
Total liabilities and shareholders’ equity | $ 1,214,229 | $ 977,719 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 886 | $ 776 |
Common stock, par value (in dollars per share) | $ 0 | $ 0 |
Common stock, shares authorized (in shares) | 96,000,000 | 96,000,000 |
Common stock, shares issued (in shares) | 50,272,000 | 50,110,000 |
Common stock, shares outstanding (in shares) | 50,272,000 | 50,110,000 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue: | |||
Revenue from Contract with Customer, Product and Service [Extensible Enumeration] | Service Revenue And Other [Member] | Service Revenue And Other [Member] | Service Revenue And Other [Member] |
Service revenue and other | $ 287,379 | $ 267,371 | $ 245,239 |
Operating expenses | |||
Cost of services exclusive of depreciation and amortization | 106,101 | 107,546 | 102,299 |
Selling, general and administrative | 103,631 | 92,392 | 82,451 |
Restructuring expense | 0 | 1,251 | 1,727 |
Impairment expense | 2,552 | 5,241 | 5,986 |
Depreciation and amortization | 65,471 | 68,899 | 55,206 |
Total operating expenses | 277,755 | 275,329 | 247,669 |
Operating income (loss) | 9,624 | (7,958) | (2,430) |
Other income (expense): | |||
Other income (expense), net | 1,387 | (1,348) | 8,665 |
Income (loss) from continuing operations before income taxes | 11,011 | (9,306) | 6,235 |
Income tax expense (benefit) | 2,973 | (927) | (1,694) |
Income (loss) from continuing operations | 8,038 | (8,379) | 7,929 |
Discontinued operations: | |||
Income from discontinued operations, net of tax | 0 | 0 | 94,667 |
Gain on the sale of discontinued operations, net of tax | 0 | 0 | 896,235 |
Total income from discontinued operations, net of tax | 0 | 0 | 990,902 |
Net income (loss) | 8,038 | (8,379) | 998,831 |
Other comprehensive income (loss): | |||
Unrealized income on interest rate hedges, net of tax | 1,668 | 0 | 4,706 |
Comprehensive income (loss) | $ 9,706 | $ (8,379) | $ 1,003,537 |
Net income (loss) per share, basic and diluted: | |||
Basic - Income (loss) from continuing operations (in dollars per share) | $ 0.16 | $ (0.17) | $ 0.16 |
Basic - Income from discontinued operations, net of tax (in dollars per share) | 0 | 0 | 19.81 |
Basic net income (loss) per share (in dollars per share) | 0.16 | (0.17) | 19.97 |
Diluted - Income (loss) from continuing operations (in dollars per share) | 0.16 | (0.17) | 0.16 |
Diluted - Income from discontinued operations, net of tax (in dollars per share) | 0 | 0 | 19.76 |
Diluted net income (loss) per share (in dollars per share) | $ 0.16 | $ (0.17) | $ 19.92 |
Weighted average shares outstanding, basic (in shares) | 50,396 | 50,155 | 50,026 |
Weighted average shares outstanding, diluted (in shares) | 50,715 | 50,155 | 50,149 |
Cash dividends declared per share (in dollars per share) | $ 0.09 | $ 0.08 | $ 18.82 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ 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, 2020 | 49,868,000 | ||||
Beginning balance at Dec. 31, 2020 | $ 577,051 | $ 47,317 | $ 534,440 | $ (4,706) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 998,831 | 998,831 | |||
Net gain on interest rate swaps, net of tax | 4,706 | 4,706 | |||
Unrealized income on interest rate hedges, net of tax | 4,706 | ||||
Dividends declared | (940,347) | (940,347) | |||
Stock based compensation (in shares) | 133,000 | ||||
Stock-based compensation | 3,661 | 3,661 | |||
Shares surrendered for settlement of employee taxes upon issuance of vested equity awards (in shares) | (36,000) | ||||
Shares surrendered for settlement of employee taxes upon issuance of vested equity awards | (1,627) | (1,627) | |||
Ending balance (in shares) at Dec. 31, 2021 | 49,965,000 | ||||
Ending balance at Dec. 31, 2021 | 642,275 | 49,351 | 592,924 | 0 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | (8,379) | (8,379) | |||
Unrealized income on interest rate hedges, net of tax | 0 | ||||
Dividends declared | (3,991) | (3,991) | |||
Stock based compensation (in shares) | 194,000 | ||||
Stock-based compensation | 9,178 | 9,178 | |||
Shares surrendered for settlement of employee taxes upon issuance of vested equity awards (in shares) | (49,000) | ||||
Shares surrendered for settlement of employee taxes upon issuance of vested equity awards | $ (1,076) | (1,076) | |||
Ending balance (in shares) at Dec. 31, 2022 | 50,110,000 | 50,110,000 | |||
Ending balance at Dec. 31, 2022 | $ 638,007 | 57,453 | 580,554 | 0 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 8,038 | 8,038 | |||
Unrealized income on interest rate hedges, net of tax | 1,668 | 1,668 | |||
Dividends declared | (4,523) | (4,523) | |||
Stock based compensation (in shares) | 231,000 | ||||
Stock-based compensation | 10,823 | 10,823 | |||
Common stock issued (in shares) | 2,000 | ||||
Common stock issued | 44 | 44 | |||
Shares surrendered for settlement of employee taxes upon issuance of vested equity awards (in shares) | (71,000) | ||||
Shares surrendered for settlement of employee taxes upon issuance of vested equity awards | $ (1,387) | (1,387) | |||
Ending balance (in shares) at Dec. 31, 2023 | 50,272,000 | 50,272,000 | |||
Ending balance at Dec. 31, 2023 | $ 652,670 | $ 66,933 | $ 584,069 | $ 1,668 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||
Net income (loss) | $ 8,038 | $ (8,379) | $ 998,831 |
Income from discontinued operations, net of tax | 0 | 0 | 990,902 |
Income (loss) from continuing operations | 8,038 | (8,379) | 7,929 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 64,981 | 68,175 | 54,389 |
Amortization of intangible assets | 490 | 724 | 817 |
Accretion of asset retirement obligations | 621 | 531 | 421 |
Provision for credit losses | 2,898 | 1,972 | 1,028 |
Stock-based compensation expense, net of amount capitalized | 10,033 | 8,528 | 3,408 |
Deferred income taxes | 2,973 | (1,414) | 22,263 |
Impairment expense | 2,552 | 5,241 | 5,986 |
Gain on sale of FCC spectrum licenses | (1,328) | 0 | 0 |
Other, net | (504) | 427 | 2,208 |
Changes in assets and liabilities: | |||
Accounts receivable | (189) | (583) | 163 |
Current income taxes | 25,064 | 434 | (25,149) |
Operating lease right-of-use assets | 3,614 | 6,322 | 4,779 |
Other assets | 5,043 | (451) | (7,005) |
Accounts payable | (2,869) | 19 | 2,976 |
Lease liabilities | (3,098) | (5,471) | (4,333) |
Other deferrals and accruals | (4,545) | (1,180) | (6,427) |
Net cash provided by operating activities - continuing operations | 113,774 | 74,895 | 63,453 |
Net cash used in operating activities - discontinued operations | 0 | 0 | (314,387) |
Net cash provided by (used in) operating activities | 113,774 | 74,895 | (250,934) |
Cash flows from investing activities: | |||
Capital expenditures | (256,550) | (189,609) | (160,101) |
Government grants received | 1,904 | 0 | 0 |
Proceeds from the sale of FCC spectrum licenses | 17,300 | 0 | 0 |
Refund received for deposit on FCC spectrum leases | 0 | 3,996 | 0 |
Proceeds from sale of assets and other | 655 | 1,434 | 366 |
Net cash used in investing activities - continuing operations | (236,691) | (184,179) | (159,735) |
Net cash provided by investing activities - discontinued operations | 0 | 0 | 1,944,089 |
Net cash (used in) provided by investing activities | (236,691) | (184,179) | 1,784,354 |
Cash flows from financing activities: | |||
Proceeds from credit facility borrowings | 225,000 | 75,000 | 0 |
Payments for debt issuance costs | (300) | 0 | (841) |
Dividends paid, net of dividends reinvested | (4,523) | (3,991) | (940,256) |
Taxes paid for equity award issuances | (1,387) | (1,076) | (1,627) |
Payments for financing arrangements and other | (679) | (932) | (1,193) |
Net cash provided by (used in) financing activities - continuing operations | 218,111 | 69,001 | (943,917) |
Net cash used in financing activities - discontinued operations | 0 | 0 | (700,556) |
Net cash provided by (used in) financing activities | 218,111 | 69,001 | (1,644,473) |
Net increase (decrease) in cash and cash equivalents | 95,194 | (40,283) | (111,053) |
Cash and cash equivalents, beginning of period | 44,061 | 84,344 | 195,397 |
Cash and cash equivalents, end of period | $ 139,255 | $ 44,061 | $ 84,344 |
Nature of Operations
Nature of Operations | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | Nature of Operations Shenandoah Telecommunications Company and its subsidiaries (collectively, “Shentel”, “we”, “our”, “us”, or the “Company”) provide broadband data, video and voice services to residential and commercial customers in portions of Virginia, West Virginia, Maryland, Pennsylvania and Kentucky, via fiber optic and hybrid fiber coaxial cable networks. We also lease dark fiber and provide Ethernet and Wavelength fiber optic services to enterprise and wholesale customers throughout the entirety of our service area. The Broadband segment also provides voice and DSL telephone services to customers in Virginia’s Shenandoah County and portions of adjacent counties as a Rural Local Exchange Carrier (“RLEC”). These integrated networks are connected by a fiber network. All of these operations are contained within our Broadband reporting segment. Our Tower segment owns 219 macro cellular towers and leases colocation space on those towers to wireless communications providers. See Note 15, Segment Reporting , for additional information. Pending Acquisition of Horizon Acquisition Parent LLC On October 24, 2023, Shentel entered into a definitive agreement to acquire 100% of the equity interests in Horizon Acquisition Parent LLC (“Horizon”) for $385 million (the “Horizon Transaction”). Consideration will consist of $305 million in cash and $80 million of Shentel common stock. Horizon is a leading commercial fiber provider in Ohio and adjacent states serving national wireless providers, carriers, enterprises, and government, education and healthcare customers. Based in Chillicothe, Ohio, Horizon was founded in 1895 as the incumbent local exchange carrier in Ross County, Ohio and rapidly expanded its fiber network over the past 14 years. Most recently, Horizon has pursued a strategy of investing in Fiber-to-the-Home (“FTTH”) in tier 3 & 4 markets in Ohio. Financing • Shentel intends to fund the Horizon Transaction with a combination of existing cash resources, revolving credit facility capacity and an amended and upsized credit facility. The Company has received $275 million in financing commitments from CoBank, Bank of America, Citizens Bank, N.A., and Fifth Third Bank, N.A.. This financing is expected to close in conjunction with the Horizon Transaction. • GCM Grosvenor (“GCM”), a selling unit holder of Horizon, will exchange its equity interest in Horizon for 4.08 million shares of Shentel common stock with an aggregate value of $80 million based on a reference price of $19.60 resulting in GCM owning approximately 7% of Shentel’s fully diluted common shares after the transaction is closed. • Shentel has entered into a 7% Participating Exchangeable Perpetual Preferred Stock (“Preferred Stock”) investment agreement with Energy Capital Partners (“ECP”), an existing Shentel shareholder and long-time infrastructure investor, to provide $81 million of growth capital to fund the FTTH network expansion, the government grant projects and general corporate purposes. The dividend on the Preferred Stock can be paid in cash or in-kind at the option of the Company. The Preferred Stock can be exchanged for Shentel common stock at an exchange price of $24.50, a 25% premium to the reference price of $19.60, under certain conditions as outlined in the investment agreement. This financing is expected to close in conjunction with the Horizon Transaction. The closing of the Horizon Transaction remains subject to certain regulatory approvals and other customary closing conditions and is expected to close in the first half of 2024. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Principles of consolidation: The accompanying consolidated financial statements include the accounts of Shenandoah Telecommunications Company and all of its wholly owned subsidiaries. All intercompany accounts and transactions for continuing operations have been eliminated in consolidation. Use of estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States, requires us to make estimates and assumptions that affect reported amounts of assets, liabilities, revenues and expenses and related disclosures. Due to the inherent uncertainty involved in making estimates, actual results to be reported in future periods could differ from our estimates. Revenue recognition: The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from contracts with customers (“ASC 606”). Our Broadband segment provides broadband data, video and voice services to residential, small and midsize businesses (“SMB”) and commercial customers in portions of Virginia, West Virginia, Maryland, Pennsylvania and Kentucky, via fiber optic and hybrid fiber coaxial cable networks. The Broadband segment also provides voice and DSL telephone services to customers in Virginia’s Shenandoah County and portions of adjacent counties as an RLEC. Transaction price is measured as the amount billed, which is generally determined by list prices for goods and services less discounts offered. We allocate the total transaction price in these transactions based upon the standalone selling price of each distinct good or service. We generally recognize 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. A significant portion of the Company’s revenues are derived from customers who may cancel their subscriptions at any time without penalty. As such, the amount of deferred revenue related to unsatisfied performance obligations is not necessarily indicative of the future revenue to be recognized from the Company’s existing customers. Installation fees charged upfront without transfer of commensurate goods or services to the customer are allocated to services and are recognized ratably over the longer of the contract term or the period in which the unrecognized fee remains material to the contract, which we estimate to be approximately one year. Additionally, the Company incurs commission expenses related to in-house and third-party vendors which are capitalized and amortized over the expected customer benefit period. Our Broadband segment also provides Ethernet and Wavelength fiber optic services to commercial fiber customers under capacity agreements, and the related revenue is recognized over time. In some cases, non-refundable upfront fees are charged for connecting commercial fiber customers to our fiber network. Those amounts are recognized ratably over the initial contract term. The Broadband segment also leases dedicated fiber optic strands to customers as part of “dark fiber” agreements, which are accounted for as leases under ASC 842, Leases (“ASC 842”). Our Tower segment leases space on owned cell towers to our Broadband segment, and to other wireless carriers. Revenue from these leases is accounted for under ASC 842. Advertising costs: The Company expenses advertising costs and marketing production costs as incurred and includes such costs within selling, general and administrative expenses in the consolidated statements of operations. Advertising expense for the years ended December 31, 2023, 2022 and 2021 was $11.4 million, $6.8 million and $4.4 million, respectively. Fair value measurements: The Company measures certain assets and liabilities at fair value. Fair value is defined as the exchange price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company uses the fair value hierarchy to evaluate inputs used in determining the fair value of its assets and liabilities. The three levels of inputs used to measure fair value are (i) observable inputs, such as quoted prices in active markets (level 1); (ii) inputs other than quoted prices in active markets that are observable either directly or indirectly (level 2); and (iii) unobservable inputs that require the Company to use present value and other valuation techniques in the determination of fair value (level 3). The Company remeasures long-lived assets such as property, plant and equipment, intangible assets and goodwill at fair value when they are deemed to be impaired. The fair value of these assets is determined with valuation techniques using the best information available and may include quoted market prices, market comparables or discounted cash flow models. The carrying amounts reported in the Company’s consolidated financial statements for cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate fair value because of the short-term nature of these financial instruments. The carrying amount of the Company’s long-term debt, which have a floating interest rate, approximates fair value. The Company’s interest rate swaps are marked to market on a quarterly basis and are presented on the consolidated balance sheets at fair value. Cash and cash equivalents: Cash equivalents include all investments with an original maturity of three months or less. The Company places its temporary cash investments with high credit quality financial institutions. Generally, such investments are in excess of FDIC or SIPC insurance limits. Allowance for credit losses: Accounts receivable have been reduced by an allowance for amounts that may be uncollectible in the future. This estimated allowance is based primarily on the aging category, historical collection experience and management’s evaluation of the financial condition of the customer. The Company writes off accounts receivable balances deemed uncollectible against the allowance for credit losses generally when the account is turned over for collection to an outside collection agency. Investments: The Company investments measured at fair value primarily consist of supplemental executive retirement plan (“SERP”) investments in a rabbi trust as a source of funding for future payments under the plan. The SERP’s investments were designated as trading securities and will be liquidated and paid out to the participants six months after retirement. The benefit obligation to participants is always equal to the value of the SERP assets under ASC 710, Compensation . Changes to the investments’ fair value are presented in Other income, net, while the reciprocal changes in the liability representative of compensatory expense, are presented in selling, general and administrative expense in the Company’s consolidated statements of comprehensive income (loss). The Company’s investments measured at cost primarily consist of CoBank’s Class A common stock derived from the CoBank patronage program. The investment is recognized as the Company’s initial investment in CoBank plus subsequent patronage distributions received from CoBank. Property, plant and equipment: Property, plant and equipment is stated at cost less accumulated depreciation and amortization. The Company capitalizes all costs associated with the purchase, deployment and installation of property, plant and equipment, including interest costs and internal labor costs on major capital projects during the period of their construction. Shentel capitalized $5.4 million and $0.7 million of interest costs for the years ended December 31, 2023 and 2022, respectively. Maintenance expense is recognized as incurred when repairs are performed that do not extend the life of property, plant and equipment. Expenses for major renewals and improvements, which significantly extend the useful lives of existing property and equipment, are capitalized and depreciated. Depreciation is calculated on the straight-line method over the estimated useful lives of the assets. Labor costs associated with customer installation activities at existing service locations are expensed as incurred under industry specific guidance. Leasehold improvements are amortized over the lesser of their useful lives or respective lease terms. Land is not depreciated. Refer to Note 5, Property, Plant and Equipment , for additional information. Indefinite-lived intangible assets: Goodwill represents the excess of acquisition costs over the fair value of tangible net assets and identifiable intangible assets of the businesses acquired. Cable franchise rights provide us with the non-exclusive right to provide video services in a specified area. Spectrum licenses are issued by the Federal Communications Commission (“FCC”) and provide us with either an exclusive or priority access right to utilize designated radio frequency spectrum within specific geographic service areas to provide wireless communication services. While some cable franchises and spectrum licenses are issued for a fixed time (generally ten years and up to fifteen years, respectively), renewals have been granted routinely and at nominal costs. The Company believes it will be able to meet all requirements necessary to secure renewal of its cable franchise rights and spectrum licenses. Moreover, the Company has determined that there are currently no legal, regulatory, contractual, competitive, economic or other factors that limit the useful lives of our cable franchises or spectrum licenses and, as a result, we account for cable franchise rights and spectrum licenses as indefinite-lived intangible assets. Indefinite-lived intangible assets are not amortized but rather, are subject to impairment testing annually, in the fourth quarter, or whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable. Goodwill is evaluated for impairment based on the identification of reporting units. Our reporting units align with our reportable segments. We evaluated goodwill in each of our reporting units for impairment on October 1, 2023 on the basis of qualitative factors. Our consideration of qualitative factors included but was not limited to macroeconomic conditions, industry and market conditions, company specific events, changes in circumstances, after tax cash flows and market capitalization trends. We concluded that there were no indicators that a reporting unit impairment was more likely than not. We evaluated our cable franchise rights and spectrum licenses for impairment on October 1, 2023 utilizing a qualitative assessment. Our consideration of qualitative factors included but was not limited to macroeconomic conditions, industry and market conditions, company specific events, changes in circumstances, after tax cash flows and market capitalization trends. We concluded that there were no indicators that an impairment of these indefinite-lived intangible assets was more likely than not. Long-lived assets: Finite-lived intangible assets, property, plant, and equipment, and other long-lived assets held for use are amortized or depreciated over their estimated useful lives, as summarized in the respective notes below. These assets are evaluated for impairment based on the identification of asset groups. Our asset groups align with our reportable segments. We evaluated our asset groups for impairment during the fourth quarter of 2023 and concluded that there were no indicators that an asset group impairment was more likely than not, with the exception of those described in Note 5, Property, Plant and Equipment. Asset retirement obligations: Certain of the Company’s lease agreements contain provisions requiring the Company to restore facilities or remove property in the event that the lease agreement is not renewed. The Company records an estimate for the cost to comply with these provisions based on what a willing third party would charge for the retirement activity on the date of recognizing the asset retirement obligation. Upon retirement of the related asset and performance of the asset retirement activities, the Company derecognizes the asset retirement obligation and records a gain or loss to reflect the difference between the Company’s estimate and the actual cost to retire the asset. Current ARO liabilities are recorded in accrued liabilities and other in the Company’s consolidated balance sheets and noncurrent ARO liabilities are presented in the consolidated balance sheets as “Asset retirement obligations.” Benefit plan obligations: The Benefit Plan Obligations caption includes the following: ($ in thousands) December 31, 2023 December 31, 2022 Postretirement medical benefits plan $ 1,653 $ 1,869 Supplemental executive retirement plan 2,290 1,889 Total $ 3,943 $ 3,758 Prior to December 31, 2023, Shentel maintained a frozen defined benefit plan. Benefits under the plan vested after five years of plan service and were based on years of service and an average of the five highest consecutive years of compensation subject to certain reductions if the employee elects to receive the benefit prior to age 65. This plan was amended on December 31, 2012, to freeze future benefit plan accruals for participants. On October 13, 2021, Shentel’s Board of Directors adopted a resolution to terminate its pension plan. The Company terminated the pension plan and all benefits were distributed in June 2023 through the combination of lump sum payments and the purchase of non-participating annuity contracts at the option of the pension plan participants. The Company made an additional $2.9 million contribution from its cash balance as a result of the settlement and recognized a settlement gain of $0.7 million in other income (expense) for the year ended December 31, 2023. As of December 31, 2022, the fair value of our pension plan assets were $21.3 million. These investments were held in mutual funds and were valued based on the net asset value per share. Our pension plan’s projected benefit obligation was $24.7 million, at December 31, 2022, determined using a discount rate of 4.90%. The net benefit plan obligation for the pension plan, with a balance of approximately $3.4 million, is presented in accrued liabilities and other in the Company’s consolidated balance sheet at December 31, 2022. The postretirement medical benefits plan is a frozen, unfunded, defined benefit plan. The postretirement plan liability was discounted at 4.9% and 5.0% at December 31, 2023 and 2022, respectively. The SERP is a benefit plan that provides deferred compensation to certain employees. The Company holds investments in a rabbi trust as a source of funding for future payments under the plan. The SERP’s investments were designated as trading securities and will be liquidated and paid out to the participants upon retirement. The benefit obligation to participants is always equal to the value of the SERP assets under ASC 710 Compensation. Changes to the investments’ fair value are presented in Other income, net, while the reciprocal changes in the liability representative of compensatory expense, are presented in selling, general and administrative expense in the Company’s consolidated statements of comprehensive income (loss). Leases: The Company leases various telecommunications sites, warehouses, retail stores, and office facilities for use in our business. These agreements include fixed rental payments as well as variable rental payments such as those based on relevant inflation indices. The accounting lease term includes optional renewal periods that we are reasonably certain to exercise based on our assessment of relevant contractual and economic factors. The related lease payments are discounted at lease commencement using the Company’s incremental borrowing rate in order to measure the lease liability and right-of-use asset. The incremental borrowing rate is determined using a portfolio approach based on the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. The Company uses the observable unsecured borrowing rate and risk-adjusts that rate to approximate a collateralized rate. Income taxes: The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. In assessing the ability to realize deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon generating future taxable income during the periods in which those temporary differences become deductible. The Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income, taxable income in prior carryback years if available and tax planning strategies in making this assessment. Based upon the level of historical taxable income, projections for future taxable income over the periods for which the deferred tax assets are deductible, and the option to elect out of bonus depreciation on in-serviced fixed assets, the Company believes it more likely than not that the net deferred tax assets will be realized. The Company recognizes a tax benefit from an uncertain tax position when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. The Company records a liability for the difference between the benefit recognized and measured for financial statement purposes and the tax position taken or expected to be taken on the tax return. Changes in the estimate are recorded in the period in which such determination is made. Stock-based compensation: The cost of employee services received in exchange for share-based awards classified as equity is measured using the estimated fair value of the award on the date of the grant, and the related expense is recorded over the recipient’s respective service period. The fair value for the Company’s restricted stock units (“RSUs”) are determined using the Company’s stock price and the fair value for the Company’s Relative Total Shareholder Return (“RTSR”) awards are determined using a Monte Carlo simulation. The Company records forfeitures for its RSUs and RTSRs as they occur. Certain of the Company’s share-based awards contain retirement clauses which state that awards will continue to vest without the requirement of continuous employment after a participant achieves certain service- and age-based requirements (“Retirement Eligibility”). The Company accelerates expense associated with eligible awards for employees who have achieved Retirement Eligibility on the later of the grant date or the date in which Retirement Eligibility is achieved. Government grants: Shentel receives grants from the U.S. Government and its agencies, as well as various state governments under various programs designed to fund telecommunications operations and broadband infrastructure expansion into rural or underserved areas. The grant programs are evaluated to determine if they represent grants related to revenue or capital expenditures. Grants for revenue and operating activities are recorded as other revenue in the Company’s consolidated statements of comprehensive income (loss) as the services are provided. Grants for capital expenditures are recorded as a reduction to the corresponding property, plant and equipment asset balance and are recognized through a reduction in depreciation expense over the life of the corresponding asset in the Company’s consolidated statements of operating income (loss). Government grants related to revenue and operations are classified as operating cash inflows and grants for capital expenditures are classified as investing cash inflows. The Company monitors government grants for requirements to ensure that conditions related to grants have been met and there is reasonable assurance that the Company will be able to retain the grant proceeds and to ensure that any contingencies that may arise from not meeting the conditions are appropriately recognized. See Note 13, Government Grants for additional information. Segments: The Company’s chief operating decision maker (“CODM”) regularly reviews the Company’s results to assess performance and allocates resources at the level of the Company’s two operating segments, Broadband and Tower. Given the differences in the characteristics of the Company’s operating segments, management has determined that the operating segments cannot be combined into one reportable segment. As such, the Company has two reportable segments, Broadband and Tower. New Accounting Standards In October 2023, the FASB issued ASU 2023-06, “ Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, ” (“ASU 2023-06”) which aligns the disclosure and presentation requirements of a variety of the FASB’s ASC Topics with the requirements described in the SEC’s Disclosure Update and Simplification Initiative. ASU 2023-06 will become effective for each amendment on the effective date of the SEC’s corresponding disclosure rule changes. The Company is currently assessing the impact of adopting ASU 2023-06 on the consolidated financial statements and related disclosures. In November 2023, the FASB issued ASU 2023-07, “ Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, ” (“ASU 2023-07”). The amendments in ASU 2023-07 improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. These enhanced disclosures requirements also include, but are not limited to, the requirement to disclose other segment items by reportable segment, the title and the position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance. The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently assessing the impact of adopting ASU 2023-07 on the consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-09, “ Income Taxes (Topic 740): Improvements to Income Tax Disclosures, ” (“ASU 2023-09”). ASU 2023-09 is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. The amendments in ASU 2023-09 are effective for annual periods beginning after December 15, 2024. The Company is currently assessing the impact of adopting ASU 2023-09 on the consolidated financial statements and related disclosures. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | Revenue from Contracts with Customers Contract Assets The Company’s contract assets primarily include commissions incurred to acquire contracts with customers. The Company incurs commission expenses related to in-house and third-party vendors which are capitalized and amortized over the expected customer benefit period which is approximately six years. The Company’s current contract assets are included in prepaid expenses and other and the Company’s non-current contract assets are included in deferred charges and other assets in its consolidated balance sheets. Amortization of capitalized commission expenses is recorded in selling, general and administrative expenses in the Company’s consolidated statements of comprehensive income (loss). The following tables present the activity of current and non-current contract assets: (in thousands) 2023 2022 Beginning Balance $ 8,646 $ 8,147 Commission payments 3,138 3,355 Contract asset amortization (3,151) (2,856) Ending Balance $ 8,633 $ 8,646 Contract Liabilities The Company’s contract liabilities include services that are billed in advance and recorded as deferred revenue, as well as installation fees that are charged upfront without transfer of commensurate goods or services to the customer. The Company’s current contract liabilities are included in advanced billings and customer deposits in its consolidated balance sheets and the Company’s non-current contract liabilities are included in other liabilities in its consolidated balance sheets. Shentel’s current contract liability balances were $10.0 million and $9.5 million as of December 31, 2023 and 2022, respectively. Shentel’s non-current contract liability balances were $1.0 million and $1.9 million as of December 31, 2023 and 2022, respectively. Shentel expects its current contract liability balances to be recognized as revenues during the twelve-month periods following the respective balance sheet dates and its non-current contract liability balances to be recognized as revenues after the twelve-month periods following the respective balance sheet dates. No customer accounted for more than 10% of revenue for the years ended December 31, 2023, 2022, and 2021 and no customer made up more than 10% of accounts receivable at December 31, 2023 and 2022. See Note 15, Segment Reporting , for a summary of the Company’s revenue streams. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2023 | |
Investments [Abstract] | |
Investments | Investments Investments consist of the following: (in thousands) December 31, December 31, SERP investments at fair value $ 2,290 $ 1,889 Cost method investments 10,675 10,749 Equity method investments 233 333 Total investments $ 13,198 $ 12,971 SERP investments at fair value: The fair value of the SERP investments are based on unadjusted quoted prices in active markets and are classified as Level 1 of the fair value hierarchy. Cost method investments : Our investment in CoBank’s Class A common stock, derived from the CoBank patronage program, represented substantially all of our cost method investments with a balance of $10.1 million and $10.0 million at December 31, 2023 and 2022, respectively. We recognized approximately $0.5 million, $0.1 million and $2.0 million of patronage income in other income (expense) in 2023, 2022 and 2021, respectively. The Company expects that approximately 88% of the patronage distributions will be collected in cash and 12% in equity in 2024. Equity method investments: At December 31, 2022, the Company had a 20.0% ownership interest in Valley Network Partnership (“ValleyNet”). During 2023, ValleyNet ceased operations and was dissolved. In April 2023, Shentel received a payment of $0.1 million, representing Shentel’s remaining capital in the partnership, and the investment balance was derecognized from Shentel’s consolidated balance sheets. Prior to the commencement of dissolution proceedings, the Company and ValleyNet purchased capacity on one another’s fiber network, through related party transactions. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment consist of the following: ($ in thousands) Estimated Useful Lives December 31, December 31, Land $ 3,692 $ 3,722 Land improvements 10 years 4,448 3,483 Buildings and structures 10 - 45 years 95,436 93,461 Cable and fiber 15 - 30 years 799,612 593,771 Equipment and software 4 - 8 years 337,808 317,347 Plant in service 1,240,996 1,011,784 Plant under construction 145,710 144,534 Total property, plant and equipment 1,386,706 1,156,318 Less: accumulated depreciation and amortization (507,207) (468,765) Property, plant and equipment, net $ 879,499 $ 687,553 Property, plant and equipment, net increased due primarily to capital expenditures in the Broadband segment driven by our Glo Fiber market expansion. The Company’s accounts payable as of December 31, 2023 and 2022 included amounts associated with capital expenditures of approximately $51.1 million and $43.8 million, respectively. Depreciation and amortization expense was $65.0 million, $68.2 million, and $54.4 million for the years ended December 31, 2023, 2022, and 2021, respectively. During year ended December 31, 2023, the Company disposed of fully depreciated property, plant and equipment assets, which reduced plant in service by approximately $26.0 million, with a corresponding offset to accumulated depreciation and amortization. The majority of disposals related to Beam assets as a result of the cessation of Beam assets described in the following paragraph. In the fourth quarter of 2021, due to the availability of grants awarded under various governmental initiatives in support of rural FTTH broadband network expansion projects, we decided to cease further expansion of our Beam branded fixed wireless edge-out strategy, which is offered under our Broadband segment. During the second quarter of 2022, the Company permanently ceased operating 20 of our 55 Beam fixed wireless sites. Consequently, Shentel recorded an impairment charge of $4.1 million. The Company ceased its remaining Beam operations in the fourth quarter of 2022 and accelerated depreciation for remaining Beam network assets, which were expected to have limited use through 2023. Shentel recorded $7.4 million in accelerated depreciation during the year ended December 31, 2022 and impaired the remaining $1.5 million of Beam property, plant and equipment assets during the year ended December 31, 2023. Shentel also recorded $1.3 million in restructuring costs related to severance and other exit costs associated with the cessation of Beam operations during the year ended December 31, 2022. No restructuring costs related to Beam were recorded during the year ended December 31, 2023. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The Company’s goodwill and intangible assets consist of the following: December 31, 2023 December 31, 2022 (in thousands) Gross Accumulated Amortization and Other Net Gross Accumulated Amortization and Other Net Goodwill - Broadband $ 3,244 $ — $ 3,244 $ 3,244 $ — $ 3,244 Indefinite-lived intangibles: Cable franchise rights $ 64,334 $ — $ 64,334 $ 64,334 $ — $ 64,334 FCC spectrum licenses 12,122 — 12,122 12,122 — 12,122 Railroad crossing rights 217 — 217 141 — 141 Total indefinite-lived intangibles 76,673 — 76,673 76,597 — 76,597 Finite-lived intangibles: Subscriber relationships 28,425 (27,370) 1,055 28,425 (26,910) 1,515 Other intangibles 510 (359) 151 488 (329) 159 Total finite-lived intangibles 28,935 (27,729) 1,206 28,913 (27,239) 1,674 Total goodwill and intangible assets $ 108,852 $ (27,729) $ 81,123 $ 108,754 $ (27,239) $ 81,515 Amortization expense was $0.5 million, $0.7 million and $0.8 million for the years ended December 31, 2023, 2022 and 2021, respectively. On August 23, 2022, the Company entered into a definitive asset purchase agreement (the “Spectrum Purchase Agreement”) with a wireless carrier pursuant to which the Company agreed to sell certain FCC spectrum licenses and leases utilized in the Company’s Beam branded fixed wireless service for total consideration of approximately $21.1 million, composed of $17.3 million cash and approximately $3.8 million of liabilities to be assumed by the wireless carrier (the “Spectrum Transaction”). As a result of the expected sale, the Company concluded that the FCC spectrum licenses met the held for sale criteria. Accordingly, $13.8 million of indefinite-lived licenses and $5.9 million of finite-lived licenses are presented as held for sale, along with the corresponding $3.8 million of operating lease liabilities related to the finite-lived licenses, as of December 31, 2022. Upon the closing of the Spectrum Transaction on July 6, 2023, the respective balances were derecognized, resulting in a gain of $1.3 million recorded in other income (expense) Our finite-lived intangible assets are amortized over the following estimated useful lives: Estimated Useful Life Subscriber relationships 3 - 10 years Other intangibles 15 - 20 years The following table summarizes expected amortization of intangible assets at December 31, 2023: (in thousands) Amortization of Intangible Assets 2024 $ 492 2025 486 2026 105 2027 67 2028 19 Thereafter 37 Total $ 1,206 |
Other Assets and Accrued Liabil
Other Assets and Accrued Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
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) December 31, December 31, Prepaid maintenance expenses $ 5,157 $ 7,444 Broadband contract acquisition costs 2,675 2,809 Interest rate swaps 1,443 — Other 2,507 1,256 Prepaid expenses and other $ 11,782 $ 11,509 Deferred charges and other assets, classified as long-term assets, included the following: (in thousands) December 31, December 31, Broadband contract acquisition costs $ 5,958 $ 5,837 Interest rate swaps 798 — Prepaid expenses and other 6,942 7,422 Deferred charges and other assets $ 13,698 $ 13,259 Accrued liabilities and other, classified as current liabilities, included the following: (in thousands) December 31, December 31, Accrued programming costs $ 3,209 $ 3,306 Pension plan — 3,341 Other current liabilities 6,434 11,259 Accrued liabilities and other $ 9,643 $ 17,906 Other liabilities, classified as long-term liabilities, included the following: (in thousands) December 31, December 31, Noncurrent portion of deferred lease revenue $ 18,194 $ 18,679 Noncurrent portion of financing leases 1,395 1,500 Other 294 39 Other liabilities $ 19,883 $ 20,218 Restructuring Activities During 2021, as a result of the sale of our Wireless assets and operations, we implemented a restructuring plan whereby certain employees were notified of their pending dismissal under the workforce reduction program. We made $1.7 million and $2.1 million in severance payments for the years ended December 31, 2022 and 2021, respectively. For the year ended December 31, 2021, we recognized expenses of $1.7 million and $2.2 million, presented in continuing and discontinued operations, respectively. No restructuring expenses were incurred during the year ended December 31, 2023. Asset Retirement Obligations: Below is a summary of our current and non-current asset retirement obligations: Years Ended December 31, (in thousands) 2023 2022 2021 Balance at beginning of year $ 11,368 $ 9,824 $ 5,113 Additional asset retirement obligations recorded and changes to prior estimates (111) 1,198 4,290 Liabilities settled (1,000) (185) — Accretion expense 621 531 421 Balance at end of year $ 10,878 $ 11,368 $ 9,824 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases The Company leases various broadband network and telecommunications sites, fiber optic cable routes, warehouses, retail stores and office facilities for use in our business. The components of lease costs were as follows: Classification Years Ended December 31, (in thousands) 2023 2022 2021 Finance lease cost Amortization of leased assets Depreciation $ 477 $ 477 $ 498 Interest on lease liabilities Interest expense 78 83 95 Operating lease cost Operating expense 1 6,982 7,570 7,063 Lease cost $ 7,537 $ 8,130 $ 7,656 _________________________________________ (1) Operating lease expense is presented in cost of service or selling, general and administrative expense based on the use of the relevant facility. The following table summarizes the expected maturity of lease liabilities at December 31, 2023: (in thousands) Operating Leases Finance Leases Total 2024 $ 5,626 $ 178 $ 5,804 2025 5,555 180 5,735 2026 4,702 153 4,855 2027 3,874 155 4,029 2028 3,539 158 3,697 2029 and thereafter 61,732 1,201 62,933 Total lease payments 85,028 2,025 87,053 Less: interest (33,589) (526) (34,115) Present value of lease liabilities $ 51,439 $ 1,499 $ 52,938 December 31, December 31, Operating leases Weighted average remaining lease term (years) 19.2 19.8 Weighted average discount rate 4.9 % 4.5 % Finance leases Weighted average remaining lease term (years) 12.3 13.1 Weighted average discount rate 5.2 % 5.2 % Years Ended December 31, (in thousands) 2023 2022 2021 Cash paid for operating lease liabilities $ 6,379 $ 6,116 $ 5,643 Operating lease right-of-use assets obtained in exchange for new lease liabilities (includes new leases or modifications of existing leases) $ 2,037 $ 2,527 $ 11,140 The Company recognized $18.5 million, $18.4 million and $11.1 million of operating lease revenue for the years ended December 31, 2023, 2022 and 2021, respectively, related to the cell site colocation space and dedicated fiber optic strands that we lease to our customers, which is included in service revenue and other in the consolidated statements of comprehensive income (loss). Substantially all of our lease revenue relates to fixed lease payments. Below is a summary of our contractual minimum rental receipts expected under the lease agreements in place at December 31, 2023: (in thousands) Operating Leases 2024 $ 16,508 2025 15,574 2026 12,517 2027 11,022 2028 9,529 2029 and thereafter 16,275 Total $ 81,425 |
Leases | Leases The Company leases various broadband network and telecommunications sites, fiber optic cable routes, warehouses, retail stores and office facilities for use in our business. The components of lease costs were as follows: Classification Years Ended December 31, (in thousands) 2023 2022 2021 Finance lease cost Amortization of leased assets Depreciation $ 477 $ 477 $ 498 Interest on lease liabilities Interest expense 78 83 95 Operating lease cost Operating expense 1 6,982 7,570 7,063 Lease cost $ 7,537 $ 8,130 $ 7,656 _________________________________________ (1) Operating lease expense is presented in cost of service or selling, general and administrative expense based on the use of the relevant facility. The following table summarizes the expected maturity of lease liabilities at December 31, 2023: (in thousands) Operating Leases Finance Leases Total 2024 $ 5,626 $ 178 $ 5,804 2025 5,555 180 5,735 2026 4,702 153 4,855 2027 3,874 155 4,029 2028 3,539 158 3,697 2029 and thereafter 61,732 1,201 62,933 Total lease payments 85,028 2,025 87,053 Less: interest (33,589) (526) (34,115) Present value of lease liabilities $ 51,439 $ 1,499 $ 52,938 December 31, December 31, Operating leases Weighted average remaining lease term (years) 19.2 19.8 Weighted average discount rate 4.9 % 4.5 % Finance leases Weighted average remaining lease term (years) 12.3 13.1 Weighted average discount rate 5.2 % 5.2 % Years Ended December 31, (in thousands) 2023 2022 2021 Cash paid for operating lease liabilities $ 6,379 $ 6,116 $ 5,643 Operating lease right-of-use assets obtained in exchange for new lease liabilities (includes new leases or modifications of existing leases) $ 2,037 $ 2,527 $ 11,140 The Company recognized $18.5 million, $18.4 million and $11.1 million of operating lease revenue for the years ended December 31, 2023, 2022 and 2021, respectively, related to the cell site colocation space and dedicated fiber optic strands that we lease to our customers, which is included in service revenue and other in the consolidated statements of comprehensive income (loss). Substantially all of our lease revenue relates to fixed lease payments. Below is a summary of our contractual minimum rental receipts expected under the lease agreements in place at December 31, 2023: (in thousands) Operating Leases 2024 $ 16,508 2025 15,574 2026 12,517 2027 11,022 2028 9,529 2029 and thereafter 16,275 Total $ 81,425 |
Leases | Leases The Company leases various broadband network and telecommunications sites, fiber optic cable routes, warehouses, retail stores and office facilities for use in our business. The components of lease costs were as follows: Classification Years Ended December 31, (in thousands) 2023 2022 2021 Finance lease cost Amortization of leased assets Depreciation $ 477 $ 477 $ 498 Interest on lease liabilities Interest expense 78 83 95 Operating lease cost Operating expense 1 6,982 7,570 7,063 Lease cost $ 7,537 $ 8,130 $ 7,656 _________________________________________ (1) Operating lease expense is presented in cost of service or selling, general and administrative expense based on the use of the relevant facility. The following table summarizes the expected maturity of lease liabilities at December 31, 2023: (in thousands) Operating Leases Finance Leases Total 2024 $ 5,626 $ 178 $ 5,804 2025 5,555 180 5,735 2026 4,702 153 4,855 2027 3,874 155 4,029 2028 3,539 158 3,697 2029 and thereafter 61,732 1,201 62,933 Total lease payments 85,028 2,025 87,053 Less: interest (33,589) (526) (34,115) Present value of lease liabilities $ 51,439 $ 1,499 $ 52,938 December 31, December 31, Operating leases Weighted average remaining lease term (years) 19.2 19.8 Weighted average discount rate 4.9 % 4.5 % Finance leases Weighted average remaining lease term (years) 12.3 13.1 Weighted average discount rate 5.2 % 5.2 % Years Ended December 31, (in thousands) 2023 2022 2021 Cash paid for operating lease liabilities $ 6,379 $ 6,116 $ 5,643 Operating lease right-of-use assets obtained in exchange for new lease liabilities (includes new leases or modifications of existing leases) $ 2,037 $ 2,527 $ 11,140 The Company recognized $18.5 million, $18.4 million and $11.1 million of operating lease revenue for the years ended December 31, 2023, 2022 and 2021, respectively, related to the cell site colocation space and dedicated fiber optic strands that we lease to our customers, which is included in service revenue and other in the consolidated statements of comprehensive income (loss). Substantially all of our lease revenue relates to fixed lease payments. Below is a summary of our contractual minimum rental receipts expected under the lease agreements in place at December 31, 2023: (in thousands) Operating Leases 2024 $ 16,508 2025 15,574 2026 12,517 2027 11,022 2028 9,529 2029 and thereafter 16,275 Total $ 81,425 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt On May 17, 2023, Shentel entered into Amendment No. 1 to Credit Agreement (the “Amendment”) to its existing Credit Agreement, dated as of July 1, 2021, with various financial institutions party thereto (the “Lenders”) and CoBank, ACB, as administrative agent for the Lenders (as amended, the “Credit Agreement”), which contains (i) a $100 million, five-year undrawn revolving credit facility (the “Revolver”), (ii) a $150 million five-year delayed draw amortizing term loan (“Term Loan A-1”) and (iii) a $150 million seven-year delayed draw amortizing term loan (“Term Loan A-2” and collectively with Term Loan A-1, the “Term Loans”). The following loans were outstanding under the Credit Agreement: (in thousands) December 31, December 31, Term loan A-1 $ 150,000 $ 37,500 Term loan A-2 150,000 37,500 Total debt 300,000 75,000 Less: unamortized loan fees (101) (46) Total debt, net of unamortized loan fees $ 299,899 $ 74,954 The Amendment extended the period during which the Company could borrow under the Term Loans from July 1, 2023 to December 31, 2023. The Amendment also extended the date on which the Term Loans must begin to be repaid in quarterly principal installments from September 30, 2023 to March 31, 2024. In addition, the Amendment amended the Credit Agreement to update the benchmark interest rate from the one-month term London Inter-Bank Offered Rate (“LIBOR”) to a rate based on the one-month term Secured Overnight Financing Rate (“SOFR”), added a 10 bps credit spread adjustment for loans that bear interest based on Term SOFR and made certain other conforming changes. All other material terms and conditions of the Credit Agreement were unchanged. Management evaluated the amendment and concluded that the amendment was a modification of the existing Credit Agreement and, therefore, modification accounting was applied. Both Term Loan A-1 and Term Loan A-2 bore interest at one-month LIBOR plus a margin of 1.60% until May 2023 and now bears interest at one-month term SOFR plus a margin of 1.60%. The margin of 1.60% is variable and determined by the Company’s net leverage ratio. Interest is paid monthly. The interest rate was 6.95% and 5.89% at December 31, 2023 and December 31, 2022, respectively. Our cash payments for interest were $8.4 million, $0.6 million and $10.4 million for the years ended December 31, 2023, 2022 and 2021, respectively. Interest paid in 2021 was incurred and paid under a prior credit agreement which was repaid in connection with the sale of the Wireless business in 2021. See Note 16, Discontinued Operations , for details concerning the sale of the Wireless business. Shentel is charged commitment fees on unutilized portions of its Revolver and Term Loans. The Company recorded $0.5 million, $0.7 million and $0.5 million related to these fees for the year ended December 31, 2023, 2022 and 2021, respectively, which are included in other (expense) income, net in the consolidated statements of comprehensive income (loss). The Credit Agreement includes various covenants, including total net leverage ratio and debt service coverage ratio financial covenants. Shentel’s Term Loans require quarterly payments based on a percentage of the outstanding balance. Based on the outstanding balance as of December 31, 2023, Term Loan A-1 requires quarterly principal repayments of $0.9 million from March 31, 2024 through June 30, 2024; then increasing to $1.9 million quarterly from September 30, 2024 through March 31, 2026, with the remaining balance due June 30, 2026. Based on the outstanding balance as of December 31, 2023, Term Loan A-2 requires quarterly principal repayments of $0.4 million through March 31, 2028, with the remaining balance due June 30, 2028. The following table summarizes the expected payments of Shentel’s outstanding borrowings as of December 31, 2023: (in thousands) Amount 2024 $ 7,125 2025 9,000 2026 138,375 2027 1,500 2028 144,000 Total $ 300,000 Shentel has not made any borrowings under its Revolver as of December 31, 2023. In the event borrowings are made in the future, the entire outstanding principal amount borrowed is due June 30, 2026. The Credit Agreement is fully secured by a pledge and unconditional guarantee from the Company and all of its subsidiaries, except Shenandoah Telephone Company. This provides the lenders a security interest in substantially all of the assets of the Company. |
Derivatives and Hedging
Derivatives and Hedging | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives and Hedging | Derivatives and Hedging During the second quarter of 2023, Shentel entered into pay fixed (2.90%), receive variable (one-month term SOFR) interest rate swaps totaling $150.0 million of notional principal (the “Swaps”). The Swaps contain monthly payment terms beginning in May 2024, which extend through their maturity dates in June 2026. The Swaps are designated as cash flow hedges, representing 50% of the Company’s expected outstanding debt. The Company uses the Swaps to manage its exposure to interest rate risk for its long-term variable-rate Term Loans. The table below presents the fair value of the Swaps as well as their classification in the consolidated balance sheets. The fair value of these instruments was estimated using an income approach and observable market inputs (Level 2): (in thousands) December 31, Balance sheet line items containing derivative financial instruments: Prepaid expenses and other $ 1,443 Deferred charges and other assets 798 Total fair value of derivatives designated as hedging instruments $ 2,241 The Swaps were determined to be highly effective hedges and therefore all change in the fair value of the Swaps was recognized in other comprehensive income. The Company recognized $1.7 million of unrealized gains net of deferred taxes totaling $0.6 million for 2023. Since the Company did not have outstanding interest rate swaps in the prior year period, there were no gains or losses recorded for 2022. Shentel expects to begin reclassifying amounts related to the Swaps from accumulated other comprehensive income to interest expense in May 2024, when the payment periods of the Swaps begin. The Company previously held interest rate swaps that were designated as cash flow hedges related to variable-rate long-term debt that were settled in connection with the sale the Company’s Wireless assets and operations described in Note 16, Discontinued Operations. Similar to the Company’s current Swaps, these interest rate swaps were used to manage its exposure to interest rate risk. These interest rate swaps were determined to be highly effective hedges their through the settlement dates in 2021. Upon settlement in 2021, the Company reclassified the remaining balance from accumulated other comprehensive income to the Company’s consolidated statements of comprehensive income (loss), resulting in a net gain on interest rate swaps of $4.7 million. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company files a consolidated U.S. federal income tax return and various state income tax returns. The provision for the federal and state income taxes attributable to income (loss) consists of the following components: Years Ended December 31, (in thousands) 2023 2022 2021 Current expense (benefit) Federal taxes $ — $ 673 $ (21,392) State taxes (170) (186) (2,565) Total current provision (170) 487 (23,957) Deferred expense (benefit) Federal taxes 3,851 (1,119) 25,518 State taxes (708) (295) (3,255) Total deferred expense (benefit) 3,143 (1,414) 22,263 Income tax expense (benefit) $ 2,973 $ (927) $ (1,694) Effective tax rate 27.0 % 10.0 % (27.2) % A reconciliation of income tax expense (benefit) determined by applying the federal and state tax rates to income before income taxes is as follows: Years Ended December 31, (in thousands) 2023 2022 2021 Expected tax expense (benefit) at federal statutory $ 2,312 $ (1,954) $ 1,310 State income tax expense (benefit), net of federal tax effect 657 (410) 438 Revaluation of deferred tax liabilities (1,373) — (5,206) Stranded tax effects reclassified from other comprehensive income — — 1,620 Excess tax deficiency from share-based compensation and other expense, net 854 818 144 Valuation allowance 523 619 — Income tax expense (benefit) $ 2,973 $ (927) $ (1,694) The change in effective tax rate between 2023 and 2022 was primarily a result of higher pre-tax income in 2023. The Company received $25.6 million in cash refunds for income taxes for the year ended December 31, 2023. The Company’s cash payments for income taxes were $0.1 million, $0.1 million, and $11.2 million for the years ended December 31, 2023, 2022 and 2021, respectively. Deferred tax assets and liabilities are measured using enacted tax rates that are expected to apply in the year of reversal or settlement and arise from temporary differences between the US GAAP and tax bases of the following assets and liabilities: (in thousands) December 31, December 31, Deferred tax assets: Net operating loss carry-forwards $ 59,814 $ 28,398 Leases 14,208 14,809 Asset retirement obligations 2,827 2,972 Benefit plan obligations 1,017 978 Accruals and stock-based compensation 4,075 3,087 Other 7,441 5,767 Total gross deferred tax assets 89,382 56,011 Less valuation allowance (523) (619) Net deferred tax assets 88,859 55,392 Deferred tax liabilities: Property, plant and equipment 146,302 109,852 Leases 13,616 14,541 Intangible assets 13,837 12,867 Prepaid assets and other 3,251 2,732 Total gross deferred tax liabilities 177,006 139,992 Net deferred tax liabilities $ 88,147 $ 84,600 The Company has a deferred tax asset of $59.8 million related to federal and various state net operating losses. As of December 31, 2023, the Company had approximately $261.8 million of federal net operating losses, including approximately $236.9 million of federal net operating losses generated after 2017. Federal net operating losses generated prior to 2018 expire through 2027. The Company also had approximately $97.2 million of state net operating losses, which can be carried forward indefinitely. The Company’s income tax expense (benefit) for the years ended December 31, 2023 and 2022 included tax expense of $0.5 million and $0.6 million, respectively, for the valuation allowance on deferred tax assets related to federal net operating losses expected to expire unused. The Company recorded no valuation allowances prior to December 31, 2022. As of December 31, 2023 and 2022, the Company had no unrecognized tax benefits. |
Stock Compensation, Earnings pe
Stock Compensation, Earnings per Share, and Dividends | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Compensation, Earnings per Share, and Dividends | Stock Compensation, Earnings per Share, and Dividends The Company’s 2014 Equity Incentive Plan (the “2014 Plan”) allows for the grant of equity based incentive compensation to all employees. The 2014 Plan authorized grants of up to an additional 4,200,000 shares over a ten-year period beginning in 2014. As of December 31, 2023, approximately 1,521,963 shares remained available for future issuance under the 2014 Plan. The 2014 Plan expired on February 18, 2024 and the Company’s Board of Directors approved the resolution to adopt the 2024 Equity Incentive Plan (the “2024 Plan”) on February 13, 2024. The Board of Directors has recommend the plan to be presented to the shareholders of the Company at the April 30, 2024 Annual Shareholder Meeting to vote for the approval of the 2024 Plan. The 2024 Plan will authorize grants of up to an additional 3,000,000 shares over a ten-year period beginning no sooner than the effective date of March 1, 2024. Under the 2014 Plan and the 2024 Plan, grants may take the form of stock awards, awards of options to acquire stock, stock appreciation rights and other forms of equity based compensation; both options to acquire stock and stock awards were granted. As of December 31, 2023, the only forms of stock awards outstanding are RSUs and RTSRs. The Company granted approximately 385,000 RSUs at a weighted average grant price of $19.05 to employees and directors during the year ended December 31, 2023. Approximately 200,000 RSUs with a weighted average grant price of $25.01 vested and 9,000 RSUs with a weighted average grant price of $21.67 were forfeited during the year ended December 31, 2023. The total fair value of RSUs vested was $5.0 million during the year ended December 31, 2023. Approximately 825,000 RSUs with a weighted average grant price of $21.16 remained outstanding as of December 31, 2023. The Company granted approximately 134,000 RTSRs at a weighted average grant price of $23.64 to employees during the year ended December 31, 2023. Approximately 30,000 RTSRs with a weighted average grant price of $36.27 vested and no RTSRs were forfeited during the year ended December 31, 2023. The total fair value of RTSRs vested was $1.1 million during the year ended December 31, 2023. Approximately 293,000 RTSRs with a weighted average grant price of $25.80 remained outstanding as of December 31, 2023. As described above, the amount of RTSRs issued are adjusted on the vesting date. The vested amounts above exclude the vesting date adjustment and issuance of RTSRs based on actual performance, which totaled approximately 13,000 RTSRs, resulting in lower shares issued upon vesting of the RTSRs than originally granted. The Company’s RSUs generally have service conditions only or performance and service conditions with vesting periods ranging from one year for directors to five years for employees. RTSR awards vest approximately three years from the grant date. The performance condition applied to the RTSR awards is based upon the Company’s stock performance compared to a group of peer companies. The actual number of shares to be issued can range from 0% to 150% of the awards granted. Stock-based compensation expense was as follows: Years Ended December 31, (in thousands) 2023 2022 2021 Stock compensation expense $ 10,823 $ 9,142 $ 3,552 Capitalized stock compensation (790) (614) (144) Stock compensation expense, net $ 10,033 $ 8,528 $ 3,408 As of December 31, 2023, there was $8.4 million of total unrecognized compensation cost related to non-vested incentive awards which is expected to be recognized over weighted average period of 2.1 years. We utilize the treasury stock method to calculate the impact on diluted earnings per share that potentially dilutive stock-based compensation awards have. The following table indicates the computation of basic and diluted earnings per share: Years Ended December 31, (in thousands, except per share amounts) 2023 2022 2021 Calculation of net income (loss) per share: Income (loss) from continuing operations $ 8,038 $ (8,379) $ 7,929 Income from discontinued operations, net of tax — — 990,902 Net income (loss) $ 8,038 $ (8,379) $ 998,831 Basic weighted average shares outstanding 50,396 50,155 50,026 Basic net income (loss) per share - continuing operations $ 0.16 $ (0.17) $ 0.16 Basic net income per share - discontinued operations — — 19.81 Basic net income (loss) per share $ 0.16 $ (0.17) $ 19.97 Effect of stock-based compensation awards outstanding: Basic weighted average shares outstanding 50,396 50,155 50,026 Effect from dilutive shares and options outstanding 319 — 123 Diluted weighted average shares outstanding 50,715 50,155 50,149 Diluted net income (loss) per share - continuing operations $ 0.16 $ (0.17) $ 0.16 Diluted net income per share - discontinued operations — — 19.76 Diluted net income (loss) per share $ 0.16 $ (0.17) $ 19.92 There were approximately 117,000 and 259,000 anti-dilutive awards outstanding for the years ended December 31, 2023 and 2021, respectively. There were approximately 365,000 potentially dilutive equity awards for the year ended December 31, 2022; however, these securities were excluded from the calculation of diluted weighted average shares outstanding due to the fact that they were anti-dilutive as a result of the Company’s net loss for the year ended December 31, 2022. The Company paid a special dividend of $18.75 per share on August 2, 2021 (the “Special Dividend”). The total amount paid pursuant to the Special Dividend to Shentel shareholders, including amounts reinvested in the Company’s stock via the Company’s Dividend Reinvestment Plan, was approximately $937 million. |
Government Grants
Government Grants | 12 Months Ended |
Dec. 31, 2023 | |
Government Assistance [Abstract] | |
Government Grants | Government Grants In 2021, Shentel commenced negotiations with various governmental entities to receive awards under broadband infrastructure grant programs to strategically expand the Company’s broadband network in order to provide broadband services to unserved residences in the partnering counties in Virginia, Maryland and West Virginia. Throughout 2021, 2022 and 2023, in partnership with counties in the respective states, Shentel has been awarded grants under the Virginia Telecommunication Initiative (“VATI”) and the Rural Digital Opportunity Fund (“RDOF”) in Virginia, the Connect Maryland Network Infrastructure Grant Program (“Connect MD”) in Maryland, and the Major Broadband Projects Strategies (“MBPS”) and Line Extension Advancement and Development (“LEAD”) programs in West Virginia. The following table summarizes the awards under each program: (in thousands) Awards VATI $ 60,872 RDOF 887 Connect MD 19,609 MBPS 3,560 LEAD 823 Total $ 85,751 To receive such grant distributions, the Company entered into agreements with each partnering county in Virginia, Maryland and West Virginia. These agreements outline certain build-out milestones. The network is required to meet certain performance conditions to ensure that minimum download and upload speeds are able to be provided to the unserved residences. As discussed in Note 2, Summary of Significant Accounting Policies , government assistance that is used to fund capital expenditures is recorded as a reduction to property, plant and equipment. Given the primary purpose of the programs listed above is to fund build-out of the Company’s broadband network, amounts recognized under these programs are recorded as a reduction to the related property, plant and equipment and cash receipts are presented as cash flows from investing activities in the Company’s consolidated statements of cash flows. The Company recognizes grant receivables at the time it becomes probable that the Company will be eligible to receive the grant, which is estimated to correspond with the date when specified build-out milestones are achieved. As a result of these programs, the Company received $1.9 million in cash reimbursements during the year ended December 31, 2023 and has recorded approximately $1.9 million in accounts receivable as of December 31, 2023. The Company did not recognize any amounts under these programs during the years ended December 31, 2022 and 2021 or as of December 31, 2022. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies We are committed to make payments to satisfy our lease liabilities. The scheduled payments under those obligations are summarized in Note 8, Leases . We also have outstanding unconditional purchase commitments to procure programming, marketing services and IT software licenses through 2026. For the years ended December 31, 2023, 2022 and 2021 we paid $4.6 million, $5.2 million and $3.4 million, respectively, for the programming, marketing and IT software license purchase commitments. The Company is obligated to make the following future minimum payments under the non-cancelable terms of these commitments as of December 31, 2023: (in thousands) Purchase Commitments 2024 $ 3,894 2025 3,161 2026 1,778 2027 814 Total $ 9,647 The Company is subject to claims and legal actions that may arise in the ordinary course of business. The Company does not believe that any of these pending claims or legal actions are either probable or reasonably possible of a material loss. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting Shentel has presented Residential & SMB - Cable Markets and Residential & SMB - Glo Fiber Markets separately for 2023. These revenues were previously reported in one line under the description “Residential & SMB”. Shentel has amended the presentation for 2022 and 2021. The divestiture of our Wireless operations on July 1, 2021 represented a strategic shift in the Company’s business, which therefore qualified the segment as a discontinued operation. As a result, for all periods presented, the operating results and cash flows related to the Wireless segment were reflected as a discontinued operation in our consolidated statements of comprehensive income (loss) and the consolidated statements of cash flows. The tables below reflect the results of operations of the Company’s reportable segments in continuing operations, consistent with internal reporting used by the Company. Intercompany revenue is primarily derived from services provided to the discontinued operation, for periods prior to the divestiture. Year ended December 31, 2023: (in thousands) Broadband Tower Corporate & Eliminations Consolidated External revenue Residential & SMB - Cable Markets $ 176,879 $ — $ — $ 176,879 Residential & SMB - Glo Fiber Markets 35,103 — — 35,103 Commercial Fiber 42,132 — — 42,132 RLEC & Other 14,791 — — 14,791 Tower lease — 18,474 — 18,474 Service revenue and other 268,905 18,474 — 287,379 Intercompany revenue and other 348 161 (509) — Total revenue 269,253 18,635 (509) 287,379 Operating expenses Cost of services 100,841 5,625 (365) 106,101 Selling, general and administrative 62,834 1,412 39,385 103,631 Impairment expense 2,552 — — 2,552 Depreciation and amortization 61,897 2,103 1,471 65,471 Total operating expenses 228,124 9,140 40,491 277,755 Operating income (loss) $ 41,129 $ 9,495 $ (41,000) $ 9,624 Capital expenditures $ 254,929 $ 1,480 $ 141 $ 256,550 Year ended December 31, 2022: (in thousands) Broadband Tower Corporate & Eliminations Consolidated External revenue Residential & SMB - Cable Markets $ 175,681 $ — $ — $ 175,681 Residential & SMB - Glo Fiber Markets 18,293 — — 18,293 Commercial Fiber 38,821 — — 38,821 RLEC & Other 16,035 — — 16,035 Tower lease — 18,541 — 18,541 Service revenue and other 248,830 18,541 — 267,371 Intercompany revenue and other 185 378 (563) — Total revenue 249,015 18,919 (563) 267,371 Operating expenses Cost of services 102,267 5,712 (433) 107,546 Selling, general and administrative 56,776 1,279 34,337 92,392 Restructuring expense 849 — 402 1,251 Impairment expense 5,241 — — 5,241 Depreciation and amortization 63,175 2,416 3,308 68,899 Total operating expenses 228,308 9,407 37,614 275,329 Operating income (loss) $ 20,707 $ 9,512 $ (38,177) $ (7,958) Capital expenditures $ 188,729 $ 620 $ 260 $ 189,609 Year ended December 31, 2021: (in thousands) Broadband Tower Corporate & Eliminations Consolidated External revenue Residential & SMB - Cable Markets $ 169,183 $ — $ — $ 169,183 Residential & SMB - Glo Fiber Markets 8,347 — — 8,347 Commercial Fiber 30,842 — — 30,842 RLEC & Other 15,249 — — 15,249 Tower lease — 12,393 — 12,393 Service revenue and other 223,621 12,393 — 236,014 Revenue for service provided to the discontinued Wireless operations 4,459 5,311 (545) 9,225 Total revenue 228,080 17,704 (545) 245,239 Operating expenses Cost of services 97,283 5,438 (422) 102,299 Selling, general and administrative 47,840 1,197 33,414 82,451 Restructuring expense 202 — 1,525 1,727 Impairment expense 5,986 — — 5,986 Depreciation and amortization 47,937 2,053 5,216 55,206 Total operating expenses 199,248 8,688 39,733 247,669 Operating income (loss) $ 28,832 $ 9,016 $ (40,278) $ (2,430) Capital expenditures $ 156,131 $ 977 $ 2,993 $ 160,101 A reconciliation of the total of the reportable segments’ operating income (loss) to consolidated income (loss) from continuing operations before income taxes is as follows: Years Ended December 31, (in thousands) 2023 2022 2021 Total consolidated operating income (loss) $ 9,624 $ (7,958) $ (2,430) Other income (expense), net 1,387 (1,348) 8,665 Income (loss) from continuing operations before income taxes $ 11,011 $ (9,306) $ 6,235 The Company’s CODM does not currently review total assets by segment since the assets are centrally managed and some of the assets are shared by the segments As a result, total assets by reportable segment have not been presented. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations On July 1, 2021, pursuant to the Asset Purchase Agreement (the “Purchase Agreement”), dated May 28, 2021, between Shentel and T-Mobile, Shentel completed the sale to T-Mobile of its Wireless assets and operations for cash consideration of approximately $1.94 billion, inclusive of the approximately $60 million settlement of the waived management fees by Sprint, and net of certain transaction expenses (the “Transaction”). The assets and liabilities that transferred in the Transaction (the “disposal group”) were presented as held for sale within our historical consolidated balance sheets, and discontinued operations within our historical consolidated statements of comprehensive income (loss) . Income from discontinued operations, net of tax in the consolidated statements of comprehensive income (loss) consist of the following for December 31, 2021: (in thousands) Revenue: 2021 Service revenue and other $ 201,076 Equipment revenue 12,253 Total revenue 213,329 Operating expenses: Cost of services 38,144 Cost of goods sold 11,964 Selling, general and administrative 17,514 Severance expense 465 Depreciation and amortization — Total operating expenses 68,087 Operating income 145,242 Other (expense) income: Debt extinguishment (11,032) Interest expense and other, net (9,178) Gain on sale of disposition of Wireless assets and operations 1,227,531 Income before income taxes 1,352,563 Income tax expense 361,661 Income from discontinued operations, net of tax $ 990,902 There was no material income from discontinued operations for the years ended December 31, 2023 and 2022. |
Schedule II Valuation and Quali
Schedule II Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2023 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II Valuation and Qualifying Accounts | Schedule II Valuation and Qualifying Accounts Changes in the Company’s allowance for credit losses for accounts receivable for the years ended December 31, 2023, 2022 and 2021 are summarized below: (in thousands) Balance at Beginning of Year Recoveries added to allowance Provision for Credit Losses Write-offs Balance at End of Year Year Ended December 31, 2023 Allowance for credit losses $ 776 $ 424 $ 2,898 $ (3,212) $ 886 Year Ended December 31, 2022 Allowance for credit losses $ 352 $ 414 $ 1,972 $ (1,962) $ 776 Year Ended December 31, 2021 Allowance for credit losses $ 614 $ 530 $ 1,028 $ (1,820) $ 352 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pay vs Performance Disclosure | |||
Net Income (Loss) Attributable to Parent | $ 8,038 | $ (8,379) | $ 998,831 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Principles of consolidation | The accompanying consolidated financial statements include the accounts of Shenandoah Telecommunications Company and all of its wholly owned subsidiaries. All intercompany accounts and transactions for continuing operations have been eliminated in consolidation. |
Use of estimates | The preparation of financial statements in conformity with accounting principles generally accepted in the United States, requires us to make estimates and assumptions that affect reported amounts of assets, liabilities, revenues and expenses and related disclosures. Due to the inherent uncertainty involved in making estimates, actual results to be reported in future periods could differ from our estimates. |
Revenue recognition | The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from contracts with customers (“ASC 606”). Our Broadband segment provides broadband data, video and voice services to residential, small and midsize businesses (“SMB”) and commercial customers in portions of Virginia, West Virginia, Maryland, Pennsylvania and Kentucky, via fiber optic and hybrid fiber coaxial cable networks. The Broadband segment also provides voice and DSL telephone services to customers in Virginia’s Shenandoah County and portions of adjacent counties as an RLEC. Transaction price is measured as the amount billed, which is generally determined by list prices for goods and services less discounts offered. We allocate the total transaction price in these transactions based upon the standalone selling price of each distinct good or service. We generally recognize 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. A significant portion of the Company’s revenues are derived from customers who may cancel their subscriptions at any time without penalty. As such, the amount of deferred revenue related to unsatisfied performance obligations is not necessarily indicative of the future revenue to be recognized from the Company’s existing customers. Installation fees charged upfront without transfer of commensurate goods or services to the customer are allocated to services and are recognized ratably over the longer of the contract term or the period in which the unrecognized fee remains material to the contract, which we estimate to be approximately one year. Additionally, the Company incurs commission expenses related to in-house and third-party vendors which are capitalized and amortized over the expected customer benefit period. Our Broadband segment also provides Ethernet and Wavelength fiber optic services to commercial fiber customers under capacity agreements, and the related revenue is recognized over time. In some cases, non-refundable upfront fees are charged for connecting commercial fiber customers to our fiber network. Those amounts are recognized ratably over the initial contract term. The Broadband segment also leases dedicated fiber optic strands to customers as part of “dark fiber” agreements, which are accounted for as leases under ASC 842, Leases (“ASC 842”). Our Tower segment leases space on owned cell towers to our Broadband segment, and to other wireless carriers. Revenue from these leases is accounted for under ASC 842. |
Advertising Costs | The Company expenses advertising costs and marketing production costs as incurred and includes such costs within selling, general and administrative expenses in the consolidated statements of operations. |
Fair value measurements | The Company measures certain assets and liabilities at fair value. Fair value is defined as the exchange price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company uses the fair value hierarchy to evaluate inputs used in determining the fair value of its assets and liabilities. The three levels of inputs used to measure fair value are (i) observable inputs, such as quoted prices in active markets (level 1); (ii) inputs other than quoted prices in active markets that are observable either directly or indirectly (level 2); and (iii) unobservable inputs that require the Company to use present value and other valuation techniques in the determination of fair value (level 3). The Company remeasures long-lived assets such as property, plant and equipment, intangible assets and goodwill at fair value when they are deemed to be impaired. The fair value of these assets is determined with valuation techniques using the best information available and may include quoted market prices, market comparables or discounted cash flow models. The carrying amounts reported in the Company’s consolidated financial statements for cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate fair value because of the short-term nature of these financial instruments. The carrying amount of the Company’s long-term debt, which have a floating interest rate, approximates fair value. The Company’s interest rate swaps are marked to market on a quarterly basis and are presented on the consolidated balance sheets at fair value. |
Cash and cash equivalents | Cash equivalents include all investments with an original maturity of three months or less. The Company places its temporary cash investments with high credit quality financial institutions. Generally, such investments are in excess of FDIC or SIPC insurance limits. |
Investments | The Company investments measured at fair value primarily consist of supplemental executive retirement plan (“SERP”) investments in a rabbi trust as a source of funding for future payments under the plan. The SERP’s investments were designated as trading securities and will be liquidated and paid out to the participants six months after retirement. The benefit obligation to participants is always equal to the value of the SERP assets under ASC 710, Compensation . Changes to the investments’ fair value are presented in Other income, net, while the reciprocal changes in the liability representative of compensatory expense, are presented in selling, general and administrative expense in the Company’s consolidated statements of comprehensive income (loss). The Company’s investments measured at cost primarily consist of CoBank’s Class A common stock derived from the CoBank patronage program. The investment is recognized as the Company’s initial investment in CoBank plus subsequent patronage distributions received from CoBank. SERP investments at fair value: The fair value of the SERP investments are based on unadjusted quoted prices in active markets and are classified as Level 1 of the fair value hierarchy. Cost method investments : Our investment in CoBank’s Class A common stock, derived from the CoBank patronage program, represented substantially all of our cost method investments with a balance of $10.1 million and $10.0 million at December 31, 2023 and 2022, respectively. We recognized approximately $0.5 million, $0.1 million and $2.0 million of patronage income in other income (expense) in 2023, 2022 and 2021, respectively. The Company expects that approximately 88% of the patronage distributions will be collected in cash and 12% in equity in 2024. Equity method investments: At December 31, 2022, the Company had a 20.0% ownership interest in Valley Network Partnership (“ValleyNet”). During 2023, ValleyNet ceased operations and was dissolved. In April 2023, Shentel received a payment of $0.1 million, representing Shentel’s remaining capital in the partnership, and the investment balance was derecognized from Shentel’s consolidated balance sheets. Prior to the commencement of dissolution proceedings, the Company and ValleyNet purchased capacity on one another’s fiber network, through related party transactions. |
Property, plant and equipment | Property, plant and equipment is stated at cost less accumulated depreciation and amortization. The Company capitalizes all costs associated with the purchase, deployment and installation of property, plant and equipment, including interest costs and internal labor costs on major capital projects during the period of their construction. Shentel capitalized $5.4 million and $0.7 million of interest costs for the years ended December 31, 2023 and 2022, respectively. Maintenance expense is recognized as incurred when repairs are performed that do not extend the life of property, plant and equipment. Expenses for major renewals and improvements, which significantly extend the useful lives of existing property and equipment, are capitalized and depreciated. Depreciation is calculated on the straight-line method over the estimated useful lives of the assets. Labor costs associated with customer installation activities at existing service locations are expensed as incurred under industry specific guidance. Leasehold improvements are amortized over the lesser of their useful lives or respective lease terms. Land is not depreciated. Refer to Note 5, Property, Plant and Equipment , for additional information. |
Indefinite-lived Intangible Assets | Goodwill represents the excess of acquisition costs over the fair value of tangible net assets and identifiable intangible assets of the businesses acquired. Cable franchise rights provide us with the non-exclusive right to provide video services in a specified area. Spectrum licenses are issued by the Federal Communications Commission (“FCC”) and provide us with either an exclusive or priority access right to utilize designated radio frequency spectrum within specific geographic service areas to provide wireless communication services. While some cable franchises and spectrum licenses are issued for a fixed time (generally ten years and up to fifteen years, respectively), renewals have been granted routinely and at nominal costs. The Company believes it will be able to meet all requirements necessary to secure renewal of its cable franchise rights and spectrum licenses. Moreover, the Company has determined that there are currently no legal, regulatory, contractual, competitive, economic or other factors that limit the useful lives of our cable franchises or spectrum licenses and, as a result, we account for cable franchise rights and spectrum licenses as indefinite-lived intangible assets. |
Long-lived assets | Finite-lived intangible assets, property, plant, and equipment, and other long-lived assets held for use are amortized or depreciated over their estimated useful lives, as summarized in the respective notes below. These assets are evaluated for impairment based on the identification of asset groups. Our asset groups align with our reportable segments. We evaluated our asset groups for impairment during the fourth quarter of 2023 and concluded that there were no indicators that an asset group impairment was more likely than not, with the exception of those described in Note 5, Property, Plant and Equipment. |
Asset retirement obligations | Certain of the Company’s lease agreements contain provisions requiring the Company to restore facilities or remove property in the event that the lease agreement is not renewed. The Company records an estimate for the cost to comply with these provisions based on what a willing third party would charge for the retirement activity on the date of recognizing the asset retirement obligation. Upon retirement of the related asset and performance of the asset retirement activities, the Company derecognizes the asset retirement obligation and records a gain or loss to reflect the difference between the Company’s estimate and the actual cost to retire the asset. Current ARO liabilities are recorded in accrued liabilities and other in the Company’s consolidated balance sheets and noncurrent ARO liabilities are presented in the consolidated balance sheets as “Asset retirement obligations.” |
Leases | The Company leases various telecommunications sites, warehouses, retail stores, and office facilities for use in our business. These agreements include fixed rental payments as well as variable rental payments such as those based on relevant inflation indices. The accounting lease term includes optional renewal periods that we are reasonably certain to exercise based on our assessment of relevant contractual and economic factors. The related lease payments are discounted at lease commencement using the Company’s incremental borrowing rate in order to measure the lease liability and right-of-use asset. The incremental borrowing rate is determined using a portfolio approach based on the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. The Company uses the observable unsecured borrowing rate and risk-adjusts that rate to approximate a collateralized rate. |
Leases | The Company leases various telecommunications sites, warehouses, retail stores, and office facilities for use in our business. These agreements include fixed rental payments as well as variable rental payments such as those based on relevant inflation indices. The accounting lease term includes optional renewal periods that we are reasonably certain to exercise based on our assessment of relevant contractual and economic factors. The related lease payments are discounted at lease commencement using the Company’s incremental borrowing rate in order to measure the lease liability and right-of-use asset. The incremental borrowing rate is determined using a portfolio approach based on the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. The Company uses the observable unsecured borrowing rate and risk-adjusts that rate to approximate a collateralized rate. |
Income taxes | The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. In assessing the ability to realize deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon generating future taxable income during the periods in which those temporary differences become deductible. The Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income, taxable income in prior carryback years if available and tax planning strategies in making this assessment. Based upon the level of historical taxable income, projections for future taxable income over the periods for which the deferred tax assets are deductible, and the option to elect out of bonus depreciation on in-serviced fixed assets, the Company believes it more likely than not that the net deferred tax assets will be realized. The Company recognizes a tax benefit from an uncertain tax position when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. The Company records a liability for the difference between the benefit recognized and measured for financial statement purposes and the tax position taken or expected to be taken on the tax return. Changes in the estimate are recorded in the period in which such determination is made. |
Stock-based compensation | The cost of employee services received in exchange for share-based awards classified as equity is measured using the estimated fair value of the award on the date of the grant, and the related expense is recorded over the recipient’s respective service period. The fair value for the Company’s restricted stock units (“RSUs”) are determined using the Company’s stock price and the fair value for the Company’s Relative Total Shareholder Return (“RTSR”) awards are determined using a Monte Carlo simulation. The Company records forfeitures for its RSUs and RTSRs as they occur. Certain of the Company’s share-based awards contain retirement clauses which state that awards will continue to vest without the requirement of continuous employment after a participant achieves certain service- and age-based requirements (“Retirement Eligibility”). The Company accelerates expense associated with eligible awards for employees who have achieved Retirement Eligibility on the later of the grant date or the date in which Retirement Eligibility is achieved. |
Government grants | Shentel receives grants from the U.S. Government and its agencies, as well as various state governments under various programs designed to fund telecommunications operations and broadband infrastructure expansion into rural or underserved areas. The grant programs are evaluated to determine if they represent grants related to revenue or capital expenditures. Grants for revenue and operating activities are recorded as other revenue in the Company’s consolidated statements of comprehensive income (loss) as the services are provided. Grants for capital expenditures are recorded as a reduction to the corresponding property, plant and equipment asset balance and are recognized through a reduction in depreciation expense over the life of the corresponding asset in the Company’s consolidated statements of operating income (loss). Government grants related to revenue and operations are classified as operating cash inflows and grants for capital expenditures are classified as investing cash inflows. The Company monitors government grants for requirements to ensure that conditions related to grants have been met and there is reasonable assurance that the Company will be able to retain the grant proceeds and to ensure that any contingencies that may arise from not meeting the conditions are appropriately recognized. See Note 13, Government Grants for additional information. |
Segments | The Company’s chief operating decision maker (“CODM”) regularly reviews the Company’s results to assess performance and allocates resources at the level of the Company’s two operating segments, Broadband and Tower. Given the differences in the characteristics of the Company’s operating segments, management has determined that the operating segments cannot be combined into one reportable segment. As such, the Company has two reportable segments, Broadband and Tower. |
New Accounting Standards | In October 2023, the FASB issued ASU 2023-06, “ Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, ” (“ASU 2023-06”) which aligns the disclosure and presentation requirements of a variety of the FASB’s ASC Topics with the requirements described in the SEC’s Disclosure Update and Simplification Initiative. ASU 2023-06 will become effective for each amendment on the effective date of the SEC’s corresponding disclosure rule changes. The Company is currently assessing the impact of adopting ASU 2023-06 on the consolidated financial statements and related disclosures. In November 2023, the FASB issued ASU 2023-07, “ Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, ” (“ASU 2023-07”). The amendments in ASU 2023-07 improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. These enhanced disclosures requirements also include, but are not limited to, the requirement to disclose other segment items by reportable segment, the title and the position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance. The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently assessing the impact of adopting ASU 2023-07 on the consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-09, “ Income Taxes (Topic 740): Improvements to Income Tax Disclosures, ” (“ASU 2023-09”). ASU 2023-09 is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. The amendments in ASU 2023-09 are effective for annual periods beginning after December 15, 2024. The Company is currently assessing the impact of adopting ASU 2023-09 on the consolidated financial statements and related disclosures. |
Allowance for credit losses | Accounts receivable have been reduced by an allowance for amounts that may be uncollectible in the future. This estimated allowance is based primarily on the aging category, historical collection experience and management’s evaluation of the financial condition of the customer. The Company writes off accounts receivable balances deemed uncollectible against the allowance for credit losses generally when the account is turned over for collection to an outside collection agency. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Defined Benefit Plans Disclosures | Benefit plan obligations: The Benefit Plan Obligations caption includes the following: ($ in thousands) December 31, 2023 December 31, 2022 Postretirement medical benefits plan $ 1,653 $ 1,869 Supplemental executive retirement plan 2,290 1,889 Total $ 3,943 $ 3,758 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Amortized and Capitalized Contract Cost | The following tables present the activity of current and non-current contract assets: (in thousands) 2023 2022 Beginning Balance $ 8,646 $ 8,147 Commission payments 3,138 3,355 Contract asset amortization (3,151) (2,856) Ending Balance $ 8,633 $ 8,646 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Investments [Abstract] | |
Other Investments | Investments consist of the following: (in thousands) December 31, December 31, SERP investments at fair value $ 2,290 $ 1,889 Cost method investments 10,675 10,749 Equity method investments 233 333 Total investments $ 13,198 $ 12,971 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, plant and equipment consist of the following: ($ in thousands) Estimated Useful Lives December 31, December 31, Land $ 3,692 $ 3,722 Land improvements 10 years 4,448 3,483 Buildings and structures 10 - 45 years 95,436 93,461 Cable and fiber 15 - 30 years 799,612 593,771 Equipment and software 4 - 8 years 337,808 317,347 Plant in service 1,240,996 1,011,784 Plant under construction 145,710 144,534 Total property, plant and equipment 1,386,706 1,156,318 Less: accumulated depreciation and amortization (507,207) (468,765) Property, plant and equipment, net $ 879,499 $ 687,553 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets Resulting from Acquisition | The Company’s goodwill and intangible assets consist of the following: December 31, 2023 December 31, 2022 (in thousands) Gross Accumulated Amortization and Other Net Gross Accumulated Amortization and Other Net Goodwill - Broadband $ 3,244 $ — $ 3,244 $ 3,244 $ — $ 3,244 Indefinite-lived intangibles: Cable franchise rights $ 64,334 $ — $ 64,334 $ 64,334 $ — $ 64,334 FCC spectrum licenses 12,122 — 12,122 12,122 — 12,122 Railroad crossing rights 217 — 217 141 — 141 Total indefinite-lived intangibles 76,673 — 76,673 76,597 — 76,597 Finite-lived intangibles: Subscriber relationships 28,425 (27,370) 1,055 28,425 (26,910) 1,515 Other intangibles 510 (359) 151 488 (329) 159 Total finite-lived intangibles 28,935 (27,729) 1,206 28,913 (27,239) 1,674 Total goodwill and intangible assets $ 108,852 $ (27,729) $ 81,123 $ 108,754 $ (27,239) $ 81,515 |
Schedule of Finite-Lived Intangible Assets | The Company’s goodwill and intangible assets consist of the following: December 31, 2023 December 31, 2022 (in thousands) Gross Accumulated Amortization and Other Net Gross Accumulated Amortization and Other Net Goodwill - Broadband $ 3,244 $ — $ 3,244 $ 3,244 $ — $ 3,244 Indefinite-lived intangibles: Cable franchise rights $ 64,334 $ — $ 64,334 $ 64,334 $ — $ 64,334 FCC spectrum licenses 12,122 — 12,122 12,122 — 12,122 Railroad crossing rights 217 — 217 141 — 141 Total indefinite-lived intangibles 76,673 — 76,673 76,597 — 76,597 Finite-lived intangibles: Subscriber relationships 28,425 (27,370) 1,055 28,425 (26,910) 1,515 Other intangibles 510 (359) 151 488 (329) 159 Total finite-lived intangibles 28,935 (27,729) 1,206 28,913 (27,239) 1,674 Total goodwill and intangible assets $ 108,852 $ (27,729) $ 81,123 $ 108,754 $ (27,239) $ 81,515 |
Schedule of Finite Lived Intangible Assets, Amortization, Estimated Useful Lives | Our finite-lived intangible assets are amortized over the following estimated useful lives: Estimated Useful Life Subscriber relationships 3 - 10 years Other intangibles 15 - 20 years |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The following table summarizes expected amortization of intangible assets at December 31, 2023: (in thousands) Amortization of Intangible Assets 2024 $ 492 2025 486 2026 105 2027 67 2028 19 Thereafter 37 Total $ 1,206 |
Other Assets and Accrued Liab_2
Other Assets and Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Current Assets | Prepaid expenses and other, classified as current assets, included the following: (in thousands) December 31, December 31, Prepaid maintenance expenses $ 5,157 $ 7,444 Broadband contract acquisition costs 2,675 2,809 Interest rate swaps 1,443 — Other 2,507 1,256 Prepaid expenses and other $ 11,782 $ 11,509 |
Schedule of Other Assets, Noncurrent | Deferred charges and other assets, classified as long-term assets, included the following: (in thousands) December 31, December 31, Broadband contract acquisition costs $ 5,958 $ 5,837 Interest rate swaps 798 — Prepaid expenses and other 6,942 7,422 Deferred charges and other assets $ 13,698 $ 13,259 |
Summary of Accrued Liabilities and Other | Accrued liabilities and other, classified as current liabilities, included the following: (in thousands) December 31, December 31, Accrued programming costs $ 3,209 $ 3,306 Pension plan — 3,341 Other current liabilities 6,434 11,259 Accrued liabilities and other $ 9,643 $ 17,906 |
Other Noncurrent Liabilities | Other liabilities, classified as long-term liabilities, included the following: (in thousands) December 31, December 31, Noncurrent portion of deferred lease revenue $ 18,194 $ 18,679 Noncurrent portion of financing leases 1,395 1,500 Other 294 39 Other liabilities $ 19,883 $ 20,218 |
Schedule of Change in Asset Retirement Obligation | Below is a summary of our current and non-current asset retirement obligations: Years Ended December 31, (in thousands) 2023 2022 2021 Balance at beginning of year $ 11,368 $ 9,824 $ 5,113 Additional asset retirement obligations recorded and changes to prior estimates (111) 1,198 4,290 Liabilities settled (1,000) (185) — Accretion expense 621 531 421 Balance at end of year $ 10,878 $ 11,368 $ 9,824 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Components of Lease Costs | The components of lease costs were as follows: Classification Years Ended December 31, (in thousands) 2023 2022 2021 Finance lease cost Amortization of leased assets Depreciation $ 477 $ 477 $ 498 Interest on lease liabilities Interest expense 78 83 95 Operating lease cost Operating expense 1 6,982 7,570 7,063 Lease cost $ 7,537 $ 8,130 $ 7,656 _________________________________________ (1) Operating lease expense is presented in cost of service or selling, general and administrative expense based on the use of the relevant facility. December 31, December 31, Operating leases Weighted average remaining lease term (years) 19.2 19.8 Weighted average discount rate 4.9 % 4.5 % Finance leases Weighted average remaining lease term (years) 12.3 13.1 Weighted average discount rate 5.2 % 5.2 % Years Ended December 31, (in thousands) 2023 2022 2021 Cash paid for operating lease liabilities $ 6,379 $ 6,116 $ 5,643 Operating lease right-of-use assets obtained in exchange for new lease liabilities (includes new leases or modifications of existing leases) $ 2,037 $ 2,527 $ 11,140 |
Expected Maturity of Lease Liabilities, Operating | The following table summarizes the expected maturity of lease liabilities at December 31, 2023: (in thousands) Operating Leases Finance Leases Total 2024 $ 5,626 $ 178 $ 5,804 2025 5,555 180 5,735 2026 4,702 153 4,855 2027 3,874 155 4,029 2028 3,539 158 3,697 2029 and thereafter 61,732 1,201 62,933 Total lease payments 85,028 2,025 87,053 Less: interest (33,589) (526) (34,115) Present value of lease liabilities $ 51,439 $ 1,499 $ 52,938 |
Expected Maturity of Lease Liabilities, Financing | The following table summarizes the expected maturity of lease liabilities at December 31, 2023: (in thousands) Operating Leases Finance Leases Total 2024 $ 5,626 $ 178 $ 5,804 2025 5,555 180 5,735 2026 4,702 153 4,855 2027 3,874 155 4,029 2028 3,539 158 3,697 2029 and thereafter 61,732 1,201 62,933 Total lease payments 85,028 2,025 87,053 Less: interest (33,589) (526) (34,115) Present value of lease liabilities $ 51,439 $ 1,499 $ 52,938 |
Minimum Rental Receipts Under Lease Agreement Lessor, Operating Leases | Below is a summary of our contractual minimum rental receipts expected under the lease agreements in place at December 31, 2023: (in thousands) Operating Leases 2024 $ 16,508 2025 15,574 2026 12,517 2027 11,022 2028 9,529 2029 and thereafter 16,275 Total $ 81,425 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | The following loans were outstanding under the Credit Agreement: (in thousands) December 31, December 31, Term loan A-1 $ 150,000 $ 37,500 Term loan A-2 150,000 37,500 Total debt 300,000 75,000 Less: unamortized loan fees (101) (46) Total debt, net of unamortized loan fees $ 299,899 $ 74,954 |
Maturities of Long-term Debt | The following table summarizes the expected payments of Shentel’s outstanding borrowings as of December 31, 2023: (in thousands) Amount 2024 $ 7,125 2025 9,000 2026 138,375 2027 1,500 2028 144,000 Total $ 300,000 |
Derivatives and Hedging (Tables
Derivatives and Hedging (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments Fair Value | The table below presents the fair value of the Swaps as well as their classification in the consolidated balance sheets. The fair value of these instruments was estimated using an income approach and observable market inputs (Level 2): (in thousands) December 31, Balance sheet line items containing derivative financial instruments: Prepaid expenses and other $ 1,443 Deferred charges and other assets 798 Total fair value of derivatives designated as hedging instruments $ 2,241 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Components of Federal and State Income Taxes | The provision for the federal and state income taxes attributable to income (loss) consists of the following components: Years Ended December 31, (in thousands) 2023 2022 2021 Current expense (benefit) Federal taxes $ — $ 673 $ (21,392) State taxes (170) (186) (2,565) Total current provision (170) 487 (23,957) Deferred expense (benefit) Federal taxes 3,851 (1,119) 25,518 State taxes (708) (295) (3,255) Total deferred expense (benefit) 3,143 (1,414) 22,263 Income tax expense (benefit) $ 2,973 $ (927) $ (1,694) Effective tax rate 27.0 % 10.0 % (27.2) % |
Reconciliation of Income Taxes | A reconciliation of income tax expense (benefit) determined by applying the federal and state tax rates to income before income taxes is as follows: Years Ended December 31, (in thousands) 2023 2022 2021 Expected tax expense (benefit) at federal statutory $ 2,312 $ (1,954) $ 1,310 State income tax expense (benefit), net of federal tax effect 657 (410) 438 Revaluation of deferred tax liabilities (1,373) — (5,206) Stranded tax effects reclassified from other comprehensive income — — 1,620 Excess tax deficiency from share-based compensation and other expense, net 854 818 144 Valuation allowance 523 619 — Income tax expense (benefit) $ 2,973 $ (927) $ (1,694) |
Deferred Tax Assets and Liabilities | Deferred tax assets and liabilities are measured using enacted tax rates that are expected to apply in the year of reversal or settlement and arise from temporary differences between the US GAAP and tax bases of the following assets and liabilities: (in thousands) December 31, December 31, Deferred tax assets: Net operating loss carry-forwards $ 59,814 $ 28,398 Leases 14,208 14,809 Asset retirement obligations 2,827 2,972 Benefit plan obligations 1,017 978 Accruals and stock-based compensation 4,075 3,087 Other 7,441 5,767 Total gross deferred tax assets 89,382 56,011 Less valuation allowance (523) (619) Net deferred tax assets 88,859 55,392 Deferred tax liabilities: Property, plant and equipment 146,302 109,852 Leases 13,616 14,541 Intangible assets 13,837 12,867 Prepaid assets and other 3,251 2,732 Total gross deferred tax liabilities 177,006 139,992 Net deferred tax liabilities $ 88,147 $ 84,600 |
Stock Compensation, Earnings _2
Stock Compensation, Earnings per Share, and Dividends (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Compensation Expense | Stock-based compensation expense was as follows: Years Ended December 31, (in thousands) 2023 2022 2021 Stock compensation expense $ 10,823 $ 9,142 $ 3,552 Capitalized stock compensation (790) (614) (144) Stock compensation expense, net $ 10,033 $ 8,528 $ 3,408 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table indicates the computation of basic and diluted earnings per share: Years Ended December 31, (in thousands, except per share amounts) 2023 2022 2021 Calculation of net income (loss) per share: Income (loss) from continuing operations $ 8,038 $ (8,379) $ 7,929 Income from discontinued operations, net of tax — — 990,902 Net income (loss) $ 8,038 $ (8,379) $ 998,831 Basic weighted average shares outstanding 50,396 50,155 50,026 Basic net income (loss) per share - continuing operations $ 0.16 $ (0.17) $ 0.16 Basic net income per share - discontinued operations — — 19.81 Basic net income (loss) per share $ 0.16 $ (0.17) $ 19.97 Effect of stock-based compensation awards outstanding: Basic weighted average shares outstanding 50,396 50,155 50,026 Effect from dilutive shares and options outstanding 319 — 123 Diluted weighted average shares outstanding 50,715 50,155 50,149 Diluted net income (loss) per share - continuing operations $ 0.16 $ (0.17) $ 0.16 Diluted net income per share - discontinued operations — — 19.76 Diluted net income (loss) per share $ 0.16 $ (0.17) $ 19.92 |
Government Grants (Tables)
Government Grants (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Government Assistance [Abstract] | |
Schedule of Awards Under Each Program | The following table summarizes the awards under each program: (in thousands) Awards VATI $ 60,872 RDOF 887 Connect MD 19,609 MBPS 3,560 LEAD 823 Total $ 85,751 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Long-term Purchase Commitment | The Company is obligated to make the following future minimum payments under the non-cancelable terms of these commitments as of December 31, 2023: (in thousands) Purchase Commitments 2024 $ 3,894 2025 3,161 2026 1,778 2027 814 Total $ 9,647 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Selected Financial Data for Segments | The tables below reflect the results of operations of the Company’s reportable segments in continuing operations, consistent with internal reporting used by the Company. Intercompany revenue is primarily derived from services provided to the discontinued operation, for periods prior to the divestiture. Year ended December 31, 2023: (in thousands) Broadband Tower Corporate & Eliminations Consolidated External revenue Residential & SMB - Cable Markets $ 176,879 $ — $ — $ 176,879 Residential & SMB - Glo Fiber Markets 35,103 — — 35,103 Commercial Fiber 42,132 — — 42,132 RLEC & Other 14,791 — — 14,791 Tower lease — 18,474 — 18,474 Service revenue and other 268,905 18,474 — 287,379 Intercompany revenue and other 348 161 (509) — Total revenue 269,253 18,635 (509) 287,379 Operating expenses Cost of services 100,841 5,625 (365) 106,101 Selling, general and administrative 62,834 1,412 39,385 103,631 Impairment expense 2,552 — — 2,552 Depreciation and amortization 61,897 2,103 1,471 65,471 Total operating expenses 228,124 9,140 40,491 277,755 Operating income (loss) $ 41,129 $ 9,495 $ (41,000) $ 9,624 Capital expenditures $ 254,929 $ 1,480 $ 141 $ 256,550 Year ended December 31, 2022: (in thousands) Broadband Tower Corporate & Eliminations Consolidated External revenue Residential & SMB - Cable Markets $ 175,681 $ — $ — $ 175,681 Residential & SMB - Glo Fiber Markets 18,293 — — 18,293 Commercial Fiber 38,821 — — 38,821 RLEC & Other 16,035 — — 16,035 Tower lease — 18,541 — 18,541 Service revenue and other 248,830 18,541 — 267,371 Intercompany revenue and other 185 378 (563) — Total revenue 249,015 18,919 (563) 267,371 Operating expenses Cost of services 102,267 5,712 (433) 107,546 Selling, general and administrative 56,776 1,279 34,337 92,392 Restructuring expense 849 — 402 1,251 Impairment expense 5,241 — — 5,241 Depreciation and amortization 63,175 2,416 3,308 68,899 Total operating expenses 228,308 9,407 37,614 275,329 Operating income (loss) $ 20,707 $ 9,512 $ (38,177) $ (7,958) Capital expenditures $ 188,729 $ 620 $ 260 $ 189,609 Year ended December 31, 2021: (in thousands) Broadband Tower Corporate & Eliminations Consolidated External revenue Residential & SMB - Cable Markets $ 169,183 $ — $ — $ 169,183 Residential & SMB - Glo Fiber Markets 8,347 — — 8,347 Commercial Fiber 30,842 — — 30,842 RLEC & Other 15,249 — — 15,249 Tower lease — 12,393 — 12,393 Service revenue and other 223,621 12,393 — 236,014 Revenue for service provided to the discontinued Wireless operations 4,459 5,311 (545) 9,225 Total revenue 228,080 17,704 (545) 245,239 Operating expenses Cost of services 97,283 5,438 (422) 102,299 Selling, general and administrative 47,840 1,197 33,414 82,451 Restructuring expense 202 — 1,525 1,727 Impairment expense 5,986 — — 5,986 Depreciation and amortization 47,937 2,053 5,216 55,206 Total operating expenses 199,248 8,688 39,733 247,669 Operating income (loss) $ 28,832 $ 9,016 $ (40,278) $ (2,430) Capital expenditures $ 156,131 $ 977 $ 2,993 $ 160,101 |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated | A reconciliation of the total of the reportable segments’ operating income (loss) to consolidated income (loss) from continuing operations before income taxes is as follows: Years Ended December 31, (in thousands) 2023 2022 2021 Total consolidated operating income (loss) $ 9,624 $ (7,958) $ (2,430) Other income (expense), net 1,387 (1,348) 8,665 Income (loss) from continuing operations before income taxes $ 11,011 $ (9,306) $ 6,235 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations | Income from discontinued operations, net of tax in the consolidated statements of comprehensive income (loss) consist of the following for December 31, 2021: (in thousands) Revenue: 2021 Service revenue and other $ 201,076 Equipment revenue 12,253 Total revenue 213,329 Operating expenses: Cost of services 38,144 Cost of goods sold 11,964 Selling, general and administrative 17,514 Severance expense 465 Depreciation and amortization — Total operating expenses 68,087 Operating income 145,242 Other (expense) income: Debt extinguishment (11,032) Interest expense and other, net (9,178) Gain on sale of disposition of Wireless assets and operations 1,227,531 Income before income taxes 1,352,563 Income tax expense 361,661 Income from discontinued operations, net of tax $ 990,902 |
Nature of Operations - Narrativ
Nature of Operations - Narrative (Details) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended | |
Oct. 24, 2023 USD ($) $ / shares shares | Dec. 31, 2023 cell_site | |
Business Acquisition [Line Items] | ||
Number of cell towers built | cell_site | 219 | |
Percentage of premium on share price | 25% | |
Energy Capital Partners | ||
Business Acquisition [Line Items] | ||
Growth capital | $ 81 | |
Conversion price per share (in dollars per share) | $ / shares | $ 24.50 | |
Energy Capital Partners | Participating Exchangeable Perpetual Preferred Stock | ||
Business Acquisition [Line Items] | ||
Dividend percentage | 7% | |
Revolving Credit Facility, Amended and Upsized Credit Facility | ||
Business Acquisition [Line Items] | ||
Proceeds from credit facility borrowings | $ 275 | |
Horizon Acquisition Parent LLC | ||
Business Acquisition [Line Items] | ||
Business acquisition, percentage of voting interests acquired | 100% | |
Aggregate purchase price | $ 385 | |
Cash consideration | 305 | |
Value of shares issued | $ 80 | |
Shares issued for acquisition (in shares) | shares | 4,080 | |
Value of shares issued for acquisition | $ 80 | |
Reference price per share (in dollars per share) | $ / shares | $ 19.60 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) segment | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |||
Advertising expense | $ 11,400 | $ 6,800 | $ 4,400 |
Capitalized interest costs | 5,400 | 700 | |
Employer contributions | 2,900 | ||
Other comprehensive income (loss), defined benefit plan, settlement and curtailment gain (loss), after tax | 700 | ||
Fair value of projected benefit obligations | $ 3,943 | 3,758 | |
Net benefit plan obligation | 3,400 | ||
Number of operating segments | segment | 2 | ||
Number of reportable segments | segment | 2 | ||
Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Indefinite-lived intangible assets, useful life | 10 years | ||
Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Indefinite-lived intangible assets, useful life | 15 years | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |||
Finite-Lived Intangible Assets [Line Items] | |||
Performance obligation period | 1 year | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |||
Finite-Lived Intangible Assets [Line Items] | |||
Performance obligation period | 1 year | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |||
Finite-Lived Intangible Assets [Line Items] | |||
Performance obligation period | 1 year | ||
Ntelos Holding, Corp | Pension Plan | |||
Finite-Lived Intangible Assets [Line Items] | |||
Fair value of pension plan assets | 21,300 | ||
Fair value of projected benefit obligations | $ 24,700 | ||
Discount rate (as a percent) | 4.90% | ||
Ntelos Pension Plan | |||
Finite-Lived Intangible Assets [Line Items] | |||
Pension benefits, vesting period | 5 years | ||
Vesting reductions, threshold age of recipient | 65 years | ||
Postretirement medical benefits plan | |||
Finite-Lived Intangible Assets [Line Items] | |||
Fair value of projected benefit obligations | $ 1,653 | $ 1,869 | |
Discount rate (as a percent) | 4.90% | 5% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Benefit Obligations (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of projected benefit obligations | $ 3,943 | $ 3,758 |
Postretirement medical benefits plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of projected benefit obligations | 1,653 | 1,869 |
Supplemental executive retirement plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of projected benefit obligations | $ 2,290 | $ 1,889 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Weighted average benefit period | 6 years | |
Advanced billings and customer deposits | $ 13,241 | $ 12,425 |
Non-current contract liability | $ 18,194 | $ 18,679 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Amortized and Capitalized Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Capitalized Contract Cost [Roll Forward] | ||
Beginning Balance | $ 8,646 | $ 8,147 |
Commission payments | 3,138 | 3,355 |
Contract asset amortization | (3,151) | (2,856) |
Ending Balance | $ 8,633 | $ 8,646 |
Revenue from Contracts with C_5
Revenue from Contracts with Customers - Future Performance Obligation (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligations | $ 9,500 | |
Performance obligation period | 1 year | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligations | $ 10,000 | $ 1,900 |
Performance obligation period | 1 year | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligations | $ 1,000 | |
Performance obligation period | 1 year |
Investments - Other Investments
Investments - Other Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Investments [Abstract] | ||
SERP investments at fair value | $ 2,290 | $ 1,889 |
Cost method investments | 10,675 | 10,749 |
Equity method investments | 233 | 333 |
Total investments | $ 13,198 | $ 12,971 |
Investments - Narrative (Detail
Investments - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Apr. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Equity Method Investments [Line Items] | ||||
SERP investments at fair value | $ 2,290 | $ 1,889 | ||
CoBank | ||||
Schedule of Equity Method Investments [Line Items] | ||||
SERP investments at fair value | 10,100 | 10,000 | ||
Other nonoperating income (expense) | $ 500 | $ 100 | $ 2,000 | |
Percentage of patronage credit paid in cash | 88% | |||
Percentage of patronage credit paid in share | 12% | |||
Valley Network Partnership | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Ownership interest, percentage | 20% | |||
Distribution of capital | $ 100 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, plant and equipment [Abstract] | ||
Total property, plant and equipment | $ 1,386,706 | $ 1,156,318 |
Less: accumulated depreciation and amortization | (507,207) | (468,765) |
Property, plant and equipment, net | 879,499 | 687,553 |
Land | ||
Property, plant and equipment [Abstract] | ||
Total property, plant and equipment | $ 3,692 | 3,722 |
Land improvements | ||
Property, plant and equipment [Abstract] | ||
Estimated useful lives | 10 years | |
Total property, plant and equipment | $ 4,448 | 3,483 |
Buildings and structures | ||
Property, plant and equipment [Abstract] | ||
Total property, plant and equipment | $ 95,436 | 93,461 |
Buildings and structures | Minimum | ||
Property, plant and equipment [Abstract] | ||
Estimated useful lives | 10 years | |
Buildings and structures | Maximum | ||
Property, plant and equipment [Abstract] | ||
Estimated useful lives | 45 years | |
Cable and fiber | ||
Property, plant and equipment [Abstract] | ||
Total property, plant and equipment | $ 799,612 | 593,771 |
Cable and fiber | Minimum | ||
Property, plant and equipment [Abstract] | ||
Estimated useful lives | 15 years | |
Cable and fiber | Maximum | ||
Property, plant and equipment [Abstract] | ||
Estimated useful lives | 30 years | |
Equipment and software | ||
Property, plant and equipment [Abstract] | ||
Total property, plant and equipment | $ 337,808 | 317,347 |
Equipment and software | Minimum | ||
Property, plant and equipment [Abstract] | ||
Estimated useful lives | 4 years | |
Equipment and software | Maximum | ||
Property, plant and equipment [Abstract] | ||
Estimated useful lives | 8 years | |
Plant in service | ||
Property, plant and equipment [Abstract] | ||
Total property, plant and equipment | $ 1,240,996 | 1,011,784 |
Plant under construction | ||
Property, plant and equipment [Abstract] | ||
Total property, plant and equipment | $ 145,710 | $ 144,534 |
Property, Plant and Equipment -
Property, Plant and Equipment - Narrative (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Aug. 23, 2022 USD ($) | Jun. 30, 2023 cell_site | Jun. 30, 2022 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Property, Plant and Equipment [Line Items] | ||||||
Accounts payable | $ 53,546 | $ 49,173 | ||||
Depreciation and amortization | 65,000 | 68,200 | $ 54,400 | |||
Fully depreciated property, plant and equipment disposed | 26,000 | |||||
Number of wireless sites closed | cell_site | 20 | |||||
Number of wireless sites | cell_site | 55 | |||||
Impairment of long-lived assets to be disposed of | $ 4,100 | |||||
Accelerated depreciation | 7,400 | |||||
Impairment of assets | $ 1,500 | |||||
ImpairmentLongLivedAssetHeldForUseStatementOfIncomeOrComprehensiveIncomeExtensibleEnumerationNotDisclosedFlag | property, plant and equipment assets | |||||
Restructuring expense | $ 0 | 1,251 | $ 1,727 | |||
Broadband | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Accounts payable | $ 51,100 | $ 43,800 | ||||
Asset Purchase Agreement | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Asset acquisition, consideration transferred | $ 21,100 | |||||
Payments to acquire productive assets | 17,300 | |||||
Asset acquisition, consideration transferred, liabilities incurred | $ 3,800 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Non-amortizing intangibles | $ 76,673 | $ 76,597 |
Gross carrying amount | 28,935 | 28,913 |
Accumulated amortization and other | (27,729) | (27,239) |
Total | 1,206 | 1,674 |
Total intangible assets, gross carrying amount | 108,852 | 108,754 |
Intangible assets, net | 81,123 | 81,515 |
Broadband | ||
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill, gross | 3,244 | 3,244 |
Goodwill | 3,244 | 3,244 |
Subscriber relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 28,425 | 28,425 |
Accumulated amortization and other | (27,370) | (26,910) |
Total | 1,055 | 1,515 |
Other intangibles | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 510 | 488 |
Accumulated amortization and other | (359) | (329) |
Total | 151 | 159 |
Cable franchise rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
Non-amortizing intangibles | 64,334 | 64,334 |
FCC spectrum licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Non-amortizing intangibles | 12,122 | 12,122 |
Railroad crossing rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
Non-amortizing intangibles | $ 217 | $ 141 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||||
Jul. 06, 2023 | Aug. 23, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||||
Amortization expense | $ 0.5 | $ 0.7 | $ 0.8 | ||
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal, Statement of Income or Comprehensive Income [Extensible Enumeration] | Other income (expense), net | ||||
Spectrum Purchase Agreements | Disposal Group, Held-for-sale, Not Discontinued Operations | |||||
Business Acquisition [Line Items] | |||||
Indefinite-lived license | 13.8 | ||||
Finite-lived license | 5.9 | ||||
Operating lease liabilities | $ 3.8 | ||||
Spectrum Purchase Agreements | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||
Business Acquisition [Line Items] | |||||
Gain on sale | $ 1.3 | ||||
Asset Purchase Agreement | |||||
Business Acquisition [Line Items] | |||||
Asset acquisition, consideration transferred | $ 21.1 | ||||
Payments to acquire productive assets | 17.3 | ||||
Asset acquisition, consideration transferred, liabilities incurred | $ 3.8 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Estimated Useful Life (Details) | Dec. 31, 2023 |
Subscriber relationships | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life (in years) | 3 years |
Subscriber relationships | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life (in years) | 10 years |
Other intangibles | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life (in years) | 15 years |
Other intangibles | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life (in years) | 20 years |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Amortization Expense for Intangible Assets (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2024 | $ 492 |
2025 | 486 |
2026 | 105 |
2027 | 67 |
2028 | 19 |
Thereafter | 37 |
Total | $ 1,206 |
Other Assets and Accrued Liab_3
Other Assets and Accrued Liabilities - Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Other Liabilities Disclosure [Abstract] | ||
Prepaid maintenance expenses | $ 5,157 | $ 7,444 |
Broadband contract acquisition costs | 2,675 | 2,809 |
Interest rate swaps | 1,443 | 0 |
Other | 2,507 | 1,256 |
Prepaid expenses and other | $ 11,782 | $ 11,509 |
Other Assets and Accrued Liab_4
Other Assets and Accrued Liabilities - Long-Term Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Other Liabilities Disclosure [Abstract] | ||
Broadband contract acquisition costs | $ 5,958 | $ 5,837 |
Interest rate swaps | 798 | 0 |
Prepaid expenses and other | 6,942 | 7,422 |
Deferred charges and other assets | $ 13,698 | $ 13,259 |
Other Assets and Accrued Liab_5
Other Assets and Accrued Liabilities - Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Other Liabilities Disclosure [Abstract] | ||
Accrued programming costs | $ 3,209 | $ 3,306 |
Pension plan | 0 | 3,341 |
Other current liabilities | 6,434 | 11,259 |
Accrued liabilities and other | $ 9,643 | $ 17,906 |
Other Assets and Accrued Liab_6
Other Assets and Accrued Liabilities - Long Term Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Other Liabilities Disclosure [Abstract] | ||
Noncurrent portion of deferred lease revenue | $ 18,194 | $ 18,679 |
Noncurrent portion of financing leases | 1,395 | 1,500 |
Other | 294 | 39 |
Other liabilities | $ 19,883 | $ 20,218 |
Finance lease, liability, noncurrent, statement of financial position [extensible enumeration] | Other liabilities | Other liabilities |
Other Assets and Accrued Liab_7
Other Assets and Accrued Liabilities - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||
Restructuring expense | $ 0 | $ 1,251 | $ 1,727 |
Workforce Reduction Program | |||
Business Acquisition [Line Items] | |||
Payments for restructuring | $ 1,700 | 2,100 | |
Workforce Reduction Program | Continuing Operations | |||
Business Acquisition [Line Items] | |||
Restructuring expense | 1,700 | ||
Workforce Reduction Program | Discontinued Operations | |||
Business Acquisition [Line Items] | |||
Restructuring expense | $ 2,200 |
Other Assets and Accrued Liab_8
Other Assets and Accrued Liabilities - Asset Removal Obligations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | |||
Balance at beginning of year | $ 11,368 | $ 9,824 | $ 5,113 |
Additional asset retirement obligations recorded and changes to prior estimates | (111) | 1,198 | 4,290 |
Liabilities settled | (1,000) | (185) | 0 |
Accretion expense | 621 | 531 | 421 |
Balance at end of year | $ 10,878 | $ 11,368 | $ 9,824 |
Leases - Components of Lease Co
Leases - Components of Lease Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | |||
Amortization of leased assets | $ 477 | $ 477 | $ 498 |
Interest on lease liabilities | 78 | 83 | 95 |
Operating lease, cost | 6,982 | 7,570 | 7,063 |
Lease cost | $ 7,537 | $ 8,130 | $ 7,656 |
Leases - Maturity of Lease Liab
Leases - Maturity of Lease Liability - Lessee (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Operating Leases | |
2024 | $ 5,626 |
2025 | 5,555 |
2026 | 4,702 |
2027 | 3,874 |
2028 | 3,539 |
2029 and thereafter | 61,732 |
Total lease payments | 85,028 |
Less: interest | (33,589) |
Present value of lease liabilities | 51,439 |
Finance Leases | |
2024 | 178 |
2025 | 180 |
2026 | 153 |
2027 | 155 |
2028 | 158 |
2029 and thereafter | 1,201 |
Total lease payments | 2,025 |
Less: interest | (526) |
Present value of lease liabilities | 1,499 |
Total | |
2024 | 5,804 |
2025 | 5,735 |
2026 | 4,855 |
2027 | 4,029 |
2028 | 3,697 |
2029 and thereafter | 62,933 |
Total lease payments | 87,053 |
Less: interest | (34,115) |
Present value of lease liabilities | $ 52,938 |
Leases - Other Information Rela
Leases - Other Information Related to Operating and Finance Leases (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Operating lease, weighted average remaining lease term | 19 years 2 months 12 days | 19 years 9 months 18 days |
Operating lease, weighted average discount rate, percent | 4.90% | 4.50% |
Finance lease, weighted average remaining lease term | 12 years 3 months 18 days | 13 years 1 month 6 days |
Finance lease, weighted average discount rate, percent | 5.20% | 5.20% |
Leases - Operating Lease (Detai
Leases - Operating Lease (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | |||
Cash paid for operating lease liabilities | $ 6,379 | $ 6,116 | $ 5,643 |
Operating lease right-of-use assets obtained in exchange for new lease liabilities (includes new leases or modifications of existing leases) | $ 2,037 | $ 2,527 | $ 11,140 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | |||
Sublease income | $ 18.5 | $ 18.4 | $ 11.1 |
Leases - Maturity of Lease Li_2
Leases - Maturity of Lease Liability - Lessor (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Leases [Abstract] | |
2024 | $ 16,508 |
2025 | 15,574 |
2026 | 12,517 |
2027 | 11,022 |
2028 | 9,529 |
2029 and thereafter | 16,275 |
Total | $ 81,425 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | 18 Months Ended | 24 Months Ended | |||
Jul. 01, 2021 | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2026 | Mar. 31, 2028 | |
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 6.95% | 5.89% | |||||
Interest payments | $ 8,400,000 | $ 600,000 | $ 10,400,000 | ||||
Commitment fees | $ 500,000 | $ 700,000 | $ 500,000 | ||||
Term loan A-1 | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | $ 150,000,000 | ||||||
Term of credit facility | 5 years | ||||||
Term loan A-1 | Forecast | |||||||
Debt Instrument [Line Items] | |||||||
Quarterly principal payment period one | $ 900,000 | $ 1,900,000 | |||||
Term loan A-1 | LIBOR | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 1.60% | ||||||
Term loan A-1 | SOFR | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 1.60% | ||||||
Term loan A-2 | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | $ 150,000,000 | ||||||
Term of credit facility | 7 years | ||||||
Term loan A-2 | Forecast | |||||||
Debt Instrument [Line Items] | |||||||
Quarterly principal payment period one | $ 400,000 | ||||||
Term loan A-2 | LIBOR | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 1.60% | ||||||
Term loan A-2 | SOFR | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 1.60% | ||||||
Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | $ 100,000,000 | ||||||
Term of credit facility | 5 years | ||||||
Basis spread on variable rate | 0.10% |
Debt - Credit Agreement (Detail
Debt - Credit Agreement (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Total debt | $ 300,000 | $ 75,000 |
Less: unamortized loan fees | (101) | (46) |
Total debt, net of unamortized loan fees | 299,899 | 74,954 |
Term loan A-1 | ||
Debt Instrument [Line Items] | ||
Total debt | 150,000 | 37,500 |
Term loan A-2 | ||
Debt Instrument [Line Items] | ||
Total debt | $ 150,000 | $ 37,500 |
Debt - Maturities of Long-term
Debt - Maturities of Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Maturities of Long-term Debt [Abstract] | ||
2024 | $ 7,125 | |
2025 | 9,000 | |
2026 | 138,375 | |
2027 | 1,500 | |
2028 | 144,000 | |
Total | $ 300,000 | $ 75,000 |
Derivatives and Hedging - Narra
Derivatives and Hedging - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2023 | |
Derivatives, Fair Value [Line Items] | ||||
Unrealized gain (loss) on derivatives, net | $ 1,700 | $ 0 | ||
Tax on unrealized gain (loss) on derivatives | $ (600) | |||
Net gain on interest rate swaps, net of tax | $ 4,706 | |||
Accumulated Other Comprehensive Income (Loss) | ||||
Derivatives, Fair Value [Line Items] | ||||
Net gain on interest rate swaps, net of tax | $ 4,706 | |||
Interest rate swaps | ||||
Derivatives, Fair Value [Line Items] | ||||
Derivative, Variable Interest Rate | 2.90% | |||
Derivative, Notional Amount | $ 150,000 | |||
Percentage of Debt Hedged by Interest Rate Derivatives | 50% |
Derivatives and Hedging - Sched
Derivatives and Hedging - Schedule of Derivative Financial Instruments as well as its Classification on the Consolidated Balance Sheet (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Derivative Assets (Liabilities), at Fair Value, Net, by Balance Sheet Classification [Abstract] | |
Interest rate swaps | $ 2,241 |
Derivative Asset, Statement of Financial Position [Extensible Enumeration] | Deferred charges and other assets, Prepaid expenses and other |
Designated as Hedging Instrument | Prepaid expenses and other | |
Derivative Assets (Liabilities), at Fair Value, Net, by Balance Sheet Classification [Abstract] | |
Interest rate swaps | $ 1,443 |
Designated as Hedging Instrument | Deferred charges and other assets | |
Derivative Assets (Liabilities), at Fair Value, Net, by Balance Sheet Classification [Abstract] | |
Interest rate swaps | $ 798 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | |||
Income taxes net | $ 100,000 | $ (100,000) | $ (11,200,000) |
Deferred tax assets, operating loss carryforwards, state and local | 59,814,000 | 28,398,000 | |
Valuation allowance on deferred tax | 523,000 | 619,000 | |
Unrecognized tax benefits | 0 | $ 0 | |
Proceeds from income tax refunds | 25,600,000 | ||
Domestic Tax Authority | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 261,800,000 | ||
Domestic Tax Authority | Subject to Expiration After 2027 | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 236,900,000 | ||
State and Local Jurisdiction | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | $ 97,200,000 |
Income Taxes - Components of Fe
Income Taxes - Components of Federal and State Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current expense (benefit) | |||
Federal taxes | $ 0 | $ 673 | $ (21,392) |
State taxes | (170) | (186) | (2,565) |
Total current provision | (170) | 487 | (23,957) |
Deferred expense (benefit) | |||
Federal taxes | 3,851 | (1,119) | 25,518 |
State taxes | (708) | (295) | (3,255) |
Total deferred expense (benefit) | 3,143 | (1,414) | 22,263 |
Income tax expense (benefit) | $ 2,973 | $ (927) | $ (1,694) |
Effective tax rate | 27% | 10% | (27.20%) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||
Expected tax expense (benefit) at federal statutory | $ 2,312 | $ (1,954) | $ 1,310 |
State income tax expense (benefit), net of federal tax effect | 657 | (410) | 438 |
Revaluation of deferred tax liabilities | (1,373) | 0 | (5,206) |
Stranded tax effects reclassified from other comprehensive income | 0 | 0 | 1,620 |
Excess tax deficiency from share-based compensation and other expense, net | 854 | 818 | 144 |
Valuation allowance | 523 | 619 | 0 |
Income tax expense (benefit) | $ 2,973 | $ (927) | $ (1,694) |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Net operating loss carry-forwards | $ 59,814 | $ 28,398 |
Leases | 14,208 | 14,809 |
Asset retirement obligations | 2,827 | 2,972 |
Benefit plan obligations | 1,017 | 978 |
Accruals and stock-based compensation | 4,075 | 3,087 |
Other | 7,441 | 5,767 |
Total gross deferred tax assets | 89,382 | 56,011 |
Less valuation allowance | (523) | (619) |
Net deferred tax assets | 88,859 | 55,392 |
Deferred tax liabilities: | ||
Property, plant and equipment | 146,302 | 109,852 |
Leases | 13,616 | 14,541 |
Intangible assets | 13,837 | 12,867 |
Prepaid assets and other | 3,251 | 2,732 |
Total gross deferred tax liabilities | 177,006 | 139,992 |
Net deferred tax liabilities | $ 88,147 | $ 84,600 |
Stock Compensation, Earnings _3
Stock Compensation, Earnings per Share, and Dividends - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||||
Feb. 13, 2024 | Aug. 02, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Anti-dilutive awards outstanding (fewer than) (in shares) | 117,000 | 365,000 | 259,000 | ||
Compensation, nonvested awards, compensation cost not yet recognized | $ 8.4 | ||||
Compensation, nonvested awards, cost not yet recognized, period for recognition | 2 years 1 month 6 days | ||||
Special dividend (in dollars per share) | $ 18.75 | ||||
Dividends payout | $ 937 | ||||
The 2014 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Additional number of shares authorized for issuance (in shares) | 4,200,000 | ||||
Number of shares reserved for future issuance (in shares) | 1,521,963 | ||||
The 2024 Plan | Subsequent Event | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Additional number of shares authorized for issuance (in shares) | 3,000,000 | ||||
Restricted Stock Units (RSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 385,000 | ||||
Granted, weighted average grant price (in dollars per share) | $ 19.05 | ||||
Vested (in shares) | (200,000) | ||||
Vested, weighted average grant price (in dollars per share) | $ 25.01 | ||||
Forfeited (in shares) | (9,000) | ||||
Forfeited, weighted average grant price (in dollars per share) | $ 21.67 | ||||
Fair value of RSUs vested | $ 5 | ||||
Outstanding (in shares) | 825,000 | ||||
Weighted average grant date fair value outstanding (in dollars per share) | $ 21.16 | ||||
Restricted Stock Units (RSUs) | The 2014 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expiration period | 10 years | ||||
Restricted Stock Units (RSUs) | The 2024 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expiration period | 10 years | ||||
Restricted Stock Units (RSUs) | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 1 year | ||||
Restricted Stock Units (RSUs) | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 5 years | ||||
Relative Total Shareholder Return Awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 134,000 | ||||
Granted, weighted average grant price (in dollars per share) | $ 23.64 | ||||
Vested (in shares) | (30,000) | ||||
Vested, weighted average grant price (in dollars per share) | $ 36.27 | ||||
Fair value of RSUs vested | $ 1.1 | ||||
Outstanding (in shares) | 293,000 | ||||
Weighted average grant date fair value outstanding (in dollars per share) | $ 25.80 | ||||
Anti-dilutive awards outstanding (fewer than) (in shares) | 13,000 | ||||
Award vesting period | 3 years | ||||
Relative Total Shareholder Return Awards | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares issued (as a percent) | 0% | ||||
Relative Total Shareholder Return Awards | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares issued (as a percent) | 150% |
Stock Compensation, Earnings _4
Stock Compensation, Earnings per Share, and Dividends - Schedule of Stock Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | |||
Stock compensation expense | $ 10,823 | $ 9,142 | $ 3,552 |
Capitalized stock compensation | (790) | (614) | (144) |
Stock compensation expense, net | $ 10,033 | $ 8,528 | $ 3,408 |
Stock Compensation, Earnings _5
Stock Compensation, Earnings per Share, and Dividends - Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | |||
Income (loss) from continuing operations | $ 8,038 | $ (8,379) | $ 7,929 |
Income from discontinued operations, net of tax | 0 | 0 | 990,902 |
Net income (loss) | $ 8,038 | $ (8,379) | $ 998,831 |
Basic weighted average shares outstanding (in shares) | 50,396 | 50,155 | 50,026 |
Basic net income (loss) per share - continuing operations (in dollars per share) | $ 0.16 | $ (0.17) | $ 0.16 |
Basic net income per share - discontinued operations (in dollars per share) | 0 | 0 | 19.81 |
Basic net income (loss) per share (in dollars per share) | $ 0.16 | $ (0.17) | $ 19.97 |
Effect from dilutive shares and options outstanding (in shares) | 319 | 0 | 123 |
Weighted average shares outstanding, diluted (in shares) | 50,715 | 50,155 | 50,149 |
Diluted net income (loss) per share - continuing operations (in dollars per share) | $ 0.16 | $ (0.17) | $ 0.16 |
Diluted net income per share - discontinued operations (in dollars per share) | 0 | 0 | 19.76 |
Diluted net income (loss) per share (in dollars per share) | $ 0.16 | $ (0.17) | $ 19.92 |
Government Grants - Schedule of
Government Grants - Schedule of Awards Under Each Program (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2021 |
Government Assistance [Line Items] | ||
Total | $ 1,900 | $ 85,751 |
VIRGINIA | VATI | ||
Government Assistance [Line Items] | ||
Total | 60,872 | |
VIRGINIA | RDOF | ||
Government Assistance [Line Items] | ||
Total | 887 | |
MARYLAND | Connect MD | ||
Government Assistance [Line Items] | ||
Total | 19,609 | |
WEST VIRGINIA | MBPS | ||
Government Assistance [Line Items] | ||
Total | 3,560 | |
WEST VIRGINIA | LEAD | ||
Government Assistance [Line Items] | ||
Total | $ 823 |
Government Grants - Narrative (
Government Grants - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2021 | |
Government Assistance [Abstract] | ||
Cash reimbursements | $ 1,900 | |
Grants receivable | $ 1,900 | $ 85,751 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Marketing Services and IT Softeware Licences | |||
Other Commitments [Line Items] | |||
Payments for long-term purchase commitment | $ 4.6 | $ 5.2 | $ 3.4 |
Commitments and Contingencies_2
Commitments and Contingencies - Purchase Commitments (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Purchase Commitments | |
2024 | $ 3,894 |
2025 | 3,161 |
2026 | 1,778 |
2027 | 814 |
Total | $ 9,647 |
Segment Reporting - Selected Fi
Segment Reporting - Selected Financial Data for Segments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
External revenue | |||
Service revenue and other | $ 287,379 | $ 267,371 | $ 245,239 |
Operating expenses | |||
Cost of services exclusive of depreciation and amortization | 106,101 | 107,546 | 102,299 |
Selling, general and administrative | 103,631 | 92,392 | 82,451 |
Restructuring expense | 0 | 1,251 | 1,727 |
Impairment expense | 2,552 | 5,241 | 5,986 |
Depreciation and amortization | 65,471 | 68,899 | 55,206 |
Total operating expenses | 277,755 | 275,329 | 247,669 |
Operating income (loss) | 9,624 | (7,958) | (2,430) |
Capital expenditures | 256,550 | 189,609 | 160,101 |
Operating Segments | Broadband | |||
External revenue | |||
Service revenue and other | 269,253 | 249,015 | 228,080 |
Operating expenses | |||
Selling, general and administrative | 62,834 | 56,776 | 47,840 |
Restructuring expense | 849 | 202 | |
Impairment expense | 2,552 | 5,241 | 5,986 |
Depreciation and amortization | 61,897 | 63,175 | 47,937 |
Total operating expenses | 228,124 | 228,308 | 199,248 |
Operating income (loss) | 41,129 | 20,707 | 28,832 |
Capital expenditures | 254,929 | 188,729 | 156,131 |
Operating Segments | Tower | |||
External revenue | |||
Service revenue and other | 18,635 | 18,919 | 17,704 |
Operating expenses | |||
Selling, general and administrative | 1,412 | 1,279 | 1,197 |
Restructuring expense | 0 | 0 | |
Impairment expense | 0 | 0 | 0 |
Depreciation and amortization | 2,103 | 2,416 | 2,053 |
Total operating expenses | 9,140 | 9,407 | 8,688 |
Operating income (loss) | 9,495 | 9,512 | 9,016 |
Capital expenditures | 1,480 | 620 | 977 |
Intersegment Eliminations | |||
External revenue | |||
Service revenue and other | 0 | 0 | 9,225 |
Intersegment Eliminations | Broadband | |||
External revenue | |||
Service revenue and other | 348 | 185 | 4,459 |
Intersegment Eliminations | Tower | |||
External revenue | |||
Service revenue and other | 161 | 378 | 5,311 |
Intersegment Eliminations | Corporate & Eliminations | |||
External revenue | |||
Service revenue and other | (509) | (563) | (545) |
Corporate & Eliminations | |||
Operating expenses | |||
Selling, general and administrative | 39,385 | 34,337 | 33,414 |
Restructuring expense | 402 | 1,525 | |
Impairment expense | 0 | 0 | 0 |
Depreciation and amortization | 1,471 | 3,308 | 5,216 |
Total operating expenses | 40,491 | 37,614 | 39,733 |
Operating income (loss) | (41,000) | (38,177) | (40,278) |
Capital expenditures | 141 | 260 | 2,993 |
Residential & SMB - Cable Markets | |||
External revenue | |||
Service revenue and other | 176,879 | 175,681 | 169,183 |
Residential & SMB - Cable Markets | Operating Segments | Broadband | |||
External revenue | |||
Service revenue and other | 176,879 | 175,681 | 169,183 |
Residential & SMB - Cable Markets | Operating Segments | Tower | |||
External revenue | |||
Service revenue and other | 0 | 0 | 0 |
Residential & SMB - Glo Fiber Markets | |||
External revenue | |||
Service revenue and other | 35,103 | 18,293 | 8,347 |
Residential & SMB - Glo Fiber Markets | Operating Segments | Broadband | |||
External revenue | |||
Service revenue and other | 35,103 | 18,293 | 8,347 |
Residential & SMB - Glo Fiber Markets | Operating Segments | Tower | |||
External revenue | |||
Service revenue and other | 0 | 0 | 0 |
Commercial Fiber | |||
External revenue | |||
Service revenue and other | 42,132 | 38,821 | 30,842 |
Commercial Fiber | Operating Segments | Broadband | |||
External revenue | |||
Service revenue and other | 42,132 | 38,821 | 30,842 |
Commercial Fiber | Operating Segments | Tower | |||
External revenue | |||
Service revenue and other | 0 | 0 | 0 |
RLEC & Other | |||
External revenue | |||
Service revenue and other | 14,791 | 16,035 | 15,249 |
RLEC & Other | Operating Segments | Broadband | |||
External revenue | |||
Service revenue and other | 14,791 | 16,035 | 15,249 |
RLEC & Other | Operating Segments | Tower | |||
External revenue | |||
Service revenue and other | 0 | 0 | 0 |
Tower lease | |||
External revenue | |||
Service revenue and other | 18,474 | 18,541 | 12,393 |
Tower lease | Operating Segments | Broadband | |||
External revenue | |||
Service revenue and other | 0 | 0 | 0 |
Tower lease | Operating Segments | Tower | |||
External revenue | |||
Service revenue and other | 18,474 | 18,541 | 12,393 |
Service revenue and other | |||
External revenue | |||
Service revenue and other | 287,379 | 267,371 | 236,014 |
Service revenue and other | Operating Segments | Broadband | |||
External revenue | |||
Service revenue and other | 268,905 | 248,830 | 223,621 |
Service revenue and other | Operating Segments | Tower | |||
External revenue | |||
Service revenue and other | 18,474 | 18,541 | 12,393 |
Cost of services | |||
Operating expenses | |||
Cost of services exclusive of depreciation and amortization | 106,101 | 107,546 | 102,299 |
Cost of services | Operating Segments | Broadband | |||
Operating expenses | |||
Cost of services exclusive of depreciation and amortization | 100,841 | 102,267 | 97,283 |
Cost of services | Operating Segments | Tower | |||
Operating expenses | |||
Cost of services exclusive of depreciation and amortization | 5,625 | 5,712 | 5,438 |
Cost of services | Corporate & Eliminations | |||
Operating expenses | |||
Cost of services exclusive of depreciation and amortization | $ (365) | $ (433) | $ (422) |
Segment Reporting - Reconciliat
Segment Reporting - Reconciliation of Operating Profit (Loss) from Segments to Consolidated (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of income from continuing operations from segments to consolidated [Abstract] | |||
Total consolidated operating income (loss) | $ 9,624 | $ (7,958) | $ (2,430) |
Other income (expense), net | 1,387 | (1,348) | 8,665 |
Income (loss) from continuing operations before income taxes | $ 11,011 | $ (9,306) | $ 6,235 |
Discontinued Operations - Narra
Discontinued Operations - Narrative (Details) $ in Millions | Jul. 01, 2021 USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Waived management fees | $ 60 |
Discontinued Operations, Held-for-sale | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Sale proceeds | $ 1,940 |
Discontinued Operations - Incom
Discontinued Operations - Income (Loss) From Discontinued Operations (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Discontinued Operations, Held-for-sale | |
Revenue: | |
Revenue | $ 213,329 |
Operating expenses | |
Selling, general and administrative | 17,514 |
Severance expense | 465 |
Depreciation and amortization | 0 |
Total operating expenses | 68,087 |
Operating income | 145,242 |
Other income (expense): | |
Debt extinguishment | (11,032) |
Interest expense and other, net | (9,178) |
Income before income taxes | 1,352,563 |
Income tax expense | 361,661 |
Income from discontinued operations, net of tax | 990,902 |
Discontinued Operations, Held-for-sale | Service revenue and other | |
Revenue: | |
Revenue | 201,076 |
Discontinued Operations, Held-for-sale | Equipment revenue | |
Revenue: | |
Revenue | 12,253 |
Discontinued Operations, Held-for-sale | Cost of services | |
Operating expenses | |
Cost of services and cost of goods sold | 38,144 |
Discontinued Operations, Held-for-sale | Cost of goods sold | |
Operating expenses | |
Cost of services and cost of goods sold | 11,964 |
Discontinued Operations, Disposed of by Sale | |
Other income (expense): | |
Gain on sale of disposition of Wireless assets and operations | $ 1,227,531 |
Schedule II Valuation and Qua_2
Schedule II Valuation and Qualifying Accounts and Reserves (Details) - SEC Schedule, 12-09, Allowance, Credit Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Year | $ 776 | $ 352 | $ 614 |
Recoveries added to allowance | 424 | 414 | 530 |
Provision for Credit Losses | 2,898 | 1,972 | 1,028 |
Write-offs | (3,212) | (1,962) | (1,820) |
Balance at End of Year | $ 886 | $ 776 | $ 352 |